February 24, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Rule 24f-2 Notice for
T. Rowe Price Growth Stock Fund, Inc.
100 East Pratt Street
Baltimore, Maryland 21202
File Number 2-10780
Gentlemen:
In accordance with the provisions of Rule 24f-2, the T. Rowe Price Growth
Stock Fund, Inc. ("Fund") hereby files its Rule 24f-2 Notice.
This "Rule 24f-2 Notice" is being filed for the fiscal year ended
December 31, 1994 ("Fiscal Year").
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114,591,809 shares of the capital stock of the Fund, which have been
registered under the Securities Act of 1933 (other than pursuant to Rule
24f-2), remained unsold at the beginning of the Fiscal Year.
12,427,019 shares of the capital stock of the Fund were registered during
the Fiscal Year, other than pursuant to Rule 24f-2.
15,480,074 shares of the capital stock of the Fund were sold during the
Fiscal Year.
11,322,333 shares of capital stock of the Fund were sold during the
Fiscal Year in reliance upon the Declaration of the Fund of an indefinite
amount of securities under Rule 24f-2. The shares sold in reliance upon the
24f-2 Declaration represent the last $230,593,798 amount of shares sold during
the Fiscal Year. The difference between the shares sold during the Fiscal
Year and the shares sold in reliance upon the 24f-2 Declaration (4,157,741
shares) is being applied against the Fund's definite share registration.
Attached to this Rule 24f-2 Notice, and made a part hereof, is an opinion
of counsel indicating that the securities, the registration of which the
Notice makes definite in number, were legally issued, fully paid, and
non-assessable.
In accordance with subsection (c) of Rule 24f-2, no registration fee is
due. The fee computation is based upon the actual aggregate sale price for
which such securities were sold during the Fiscal Year, reduced by the
difference between:
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(1) The actual aggregate redemption price of the shares redeemed
by the Fund during the Fiscal Year, and
(2) The actual aggregate redemption price of such redeemed
shares previously applied by the Fund pursuant to Rule
24e-2(a) in filings made pursuant to Section 24(e)(1)
of the Investment Company Act of 1940.
Aggregate Sale Price for Shares Sold
During Fiscal Year in Reliance Upon
the 24f-2 Declaration $230,593,798
Reduced by the Difference Between
(1) Aggregate Redemption Price
of Shares Redeemed During
the Fiscal Year $230,593,798
and,
(2) Aggregate Redemption Price
of Redeemed Shares Previously
Applied by Fund Pursuant to
Rule 24e-2(a) Filings Made
Pursuant to Section 24(e)(1) of
Investment Company Act of 1940 $ - 0 -
Equals $ - 0 -
Any questions regarding the matter should be addressed to Henry H.
Hopkins, Esquire at the above address.
Very truly yours,
/s/ CARMEN F. DEYESU
February 24, 1995
T. Rowe Price Growth Stock Fund, Inc.
100 East Pratt Street
Baltimore, Maryland 21202
Dear Sirs:
T. Rowe Price Growth Stock Fund, Inc., a Maryland corporation (the
"Corporation"), is filing with the Securities and Exchange Commission a Rule
24f-2 Notice containing the information specified in paragraph (b)(1) of Rule
24f-2 under the Investment Company Act of 1940 (the "Rule"). The effect of
the Rule 24f-2 Notice, when accompanied by this Opinion and by the filing fee,
if any, payable as prescribed by paragraph (c) of the Rule will be to make
definite in number the number of shares sold by the Corporation during the
fiscal year ended December 31, 1994 in reliance upon the Rule (the "Rule 24f-2
Shares").
We have, as counsel, participated in various corporate and other
proceedings relating to the Corporation and to the Rule 24f-2 Shares. We have
examined copies, either certified or otherwise proven to our satisfaction to
be genuine, of its Charter and By-Laws, as currently in effect, and a
certificate dated February 16, 1995 issued by the Department of Assessments
and Taxation certifying the existence and good standing of the Corporation.
We have also reviewed the Registration Statement on Form N-1A and the form of
the Rule 24f-2 Notice being filed by the Corporation. We are generally
familiar with the corporate affairs of the Corporation.
The Corporation has advised us that the Rule 24f-2 Shares were sold
in the manner contemplated by the prospectus of the Corporation that was
current and effective under the Securities Act of 1933 at the time of sale,
and that the Rule 24f-2 Shares were sold in numbers within the limits
prescribed by the Charter of the Corporation, and that the Corporation
received with respect to the Rule 24f-2 shares consideration in an amount of
not less than the par value thereof as required by the laws of Maryland and
not less than the net asset value thereof as required by the Investment
Company Act of 1940.
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Based upon the foregoing, it is our opinion that:
A. The Corporation has been duly organized and is legally existing
under the laws of the State of Maryland.
B. The Corporation is authorized to issue one hundred million
(100,000,000) shares of capital stock, par value one dollar ($1.00) per share.
Under Maryland law (a) the number of authorized shares may be increased or
decreased by action of the Board of Directors and (b) shares which were issued
and which have subsequently been redeemed by the Corporation are by virtue of
such redemption, restored to the status of authorized and unissued shares.
C. The Rule 24f-2 Shares were legally issued and are fully paid and
non-assessable.
We hereby consent to the filing of this Opinion with the Securities
and Exchange Commission together with the Rule 24f-2 Notice of the
Corporation, and to the filing of this Opinion under the securities laws of
any state.
We are members of the Bar of the State of New York and do not hold
ourselves out as being conversant with the laws of any jurisdiction other than
those of the United States of America and the State of New York. We note that
we are not licensed to practice law in the State of Maryland, and to the
extent that any opinion herein involves the law of the State of Maryland, such
opinion should be understood to be based solely upon our review of the
documents referred to above, the published statutes of the State of Maryland
and, where applicable, published cases, rules or regulations of regulatory
bodies of that State.
Very truly yours,
/s/ Shereff, Friedman, Hoffman & Goodman
