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 Spectrum Fund, Inc.
Spectrum Growth Fund
Spectrum Income Fund
100 East Pratt Street
Baltimore, Maryland 21202
File Number 33-10992
Gentlemen:
In accordance with the provisions of Rule 24f-2, the T. Rowe Price
Spectrum Fund, Inc. hereby files its Rule 24f-2 Notice on behalf of its
Spectrum Growth Fund ("Growth Fund") and its Spectrum Income Fund ("Income
Fund").
This "Rule 24f-2 Notice" is being filed for the Fiscal Year ending
December 31, 1994 for the Growth and Income Funds.
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34,622,730 and 25,117,530 shares of capital stock of the Growth and
Income Funds, respectively, were sold during the Fiscal Year.
All 34,622,730 and 25,117,530 shares of capital stock of the Growth and
Income Funds, respectively, were sold during the Fiscal Year in reliance upon
the Declaration of the Growth and Income Funds of an indefinite amount of
securities under Rule 24f-2 ("24f-2 Declaration").
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, the registration fees in
the amounts of $99,158.95 and $19,054.29 for the Growth and Income Funds,
respectively, have been forwarded to Mellon Bank, Pittsburgh, Pennsylvania.
The fee computations are 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.
Growth Income
Fund Fund
Aggregate Sale Price
for Shares Sold
During Fiscal Year
in Reliance Upon
the 24f-2 Declaration $412,180,446 $268,101,944
Reduced by the
Difference Between
(1) Aggregate Redemption
Price of Shares
Redeemed During
the Fiscal Year $124,621,504 $212,844,890
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 - $ - 0 -
Equals $287,558,942 $ 55,257,054
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 Spectrum Fund, Inc.
100 East Pratt Street
Baltimore, Maryland 21202
Dear Sirs:
T. Rowe Price Spectrum Fund, Inc., a Maryland corporation (the
"Corporation"), on behalf of Spectrum Growth Fund and Spectrum Income Fund 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 for a consideration 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.
Based upon the foregoing, it is our opinion that:
1. The Corporation has been duly organized and is legally
existing under the laws of the State of Maryland.
2. The Corporation is authorized to issue one billion
(1,000,000,000) shares of Common Stock, par value one cent ($0.01) 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.
3. The Rule 24f-2 Shares were legally issued and are fully paid
and non-assessable.
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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 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
