SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 4 *
T. ROWE PRICE TAX-FREE INSURED INTERMEDIATE FUND, INC.
(Exact Name of Registrant as Specified in Charter)
100 East Pratt Street, Baltimore, Maryland 21202
(Address of Principal Executive Offices)
Telephone Number: 410-547-2000
Henry H. Hopkins
100 East Pratt Street
Baltimore, Maryland 21202
(Name and Address of Agent for Service)
<PAGE>
Approximate Date of Proposed Public Offering
It is proposed that this filing will become effective:
X immediately upon filing pursuant to paragraph (b)
on (date) pursuant to paragraph (b)
60 days after filing pursuant to paragraph (a)
on (date) pursuant to paragraph (a) of Rule 485
Pursuant to Section 24f-2 of the Securities Act of 1933, the
Registrant has registered an indefinite number of securities and
intends to file a 24f-2 Notice by April 28, 1995.
*
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities Being Price Offering Registration
Being Registered Registered Per Unit Price Fee
Capital Stock of $.01 Varying prices calculated
par value per share 1,610,843 as set forth in prospectus None
*
Capital Stock of $.01 Varying prices calculated
par value per share 27,751 as set forth in prospectus $100
*
*The calculation of the registration fee was made pursuant to Rule 24e-2 and
was based upon an offering price of $10.45 per share, equal to the net asset
*
value as of the close of business on April 12, 1995 pursuant to Rule
*
457(c). The total number of shares redeemed during this fiscal year ended
February 28, 1995 amounted to 4,157,954 shares. Of this number of
*
shares, -0- shares have been used for reduction pursuant to paragraph (a) of
Rule 24e-2 in all previous filings of post-effective amendments during the
current year, and 2,547,111 shares have been used for reduction pursuant
*
to paragraph (c) of Rule 24f-2 in all previous filings during the current
year. 1,610,843 shares of the redeemed shares for the fiscal year ended
*
February 28, 1995 are being used for the reduction in the post-effective
*
amendment being filed herein.
<PAGE>
PAGE 3
Pursuant to the requirements of the Securities Act of 1933 (the "Act"),
as amended, the Registrant, T. Rowe Price Tax-Free Insured Intermediate Fund,
Inc., hereby submits this Post-Effective Amendment No. 4 to its Registration
*
Statement, Form N-1A (SEC File Number 33-49117), pursuant to paragraph (b)
of Rule 485 under the Act. The purpose of this Amendment is to register
an additional 1,638,594 shares of capital stock of the Fund to be offered
*
under the currently effective Prospectus dated July 1, 1994 and to furnish
*
following:
EXHIBIT A: Opinion of Shereff, Friedman, Hoffman & Goodman
as to the legality of the securities being registered.
EXHIBIT B: Representation of Henry H. Hopkins (Counsel for the
Registrant, as required under Rule 485(b)(3) and (e).
It is respectfully requested that this Post-Effective Amendment No. 4 *
become effective immediately upon filing pursuant to paragraph (b) of Rule
485 under the Act.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as amended,
and the Investment Company Act of 1940, as amended, the Registrant certifies
that it meets all of the requirements for effectiveness of this Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Baltimore, State of
Maryland, this 27th day of April, 1995.
*
T. ROWE PRICE TAX-FREE INSURED INTERMEDIATE FUND,
INC.
/s/ WILLIAM T. REYNOLDS, President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated:
SIGNATURE TITLE DATE
/s/ WILLIAM T. REYNOLDS President and Director April 27, 1995
*
/s/ CARMEN F. DEYESU Treasurer (Chief
Financial Officer) April 27, 1995
*
/s/ ROBERT P. BLACK Director April 27, 1995
*
/s/ CALVIN W. BURNETT Director April 27, 1995
*
/s/ GEORGE J. COLLINS Director April 27, 1995
*
/s/ ANTHONY W. DEERING Director April 27, 1995
*
/s/ F. PIERCE LINAWEAVER Director April 27, 1995
*
/s/ JAMES S. RIEPE V.P. & Director April 27, 1995
*
/s/ JOHN G. SCHREIBER Director April 27, 1995
*
/s/ ANNE MARIE WHITTEMORE Director April 27, 1995
*
EXHIBIT A
April 27, 1995
T. Rowe Price Tax-Free Insured Intermediate Fund, Inc.
100 East Pratt Street
Baltimore, Maryland 21202
Dear Sirs:
T. Rowe Price Tax-Free Insured Intermediate Fund, Inc. a
Maryland
corporation (the "Corporation"), is filing with the Securities and
Exchange
Commission (the "Commission") Post-Effective Amendment No. 4 to its
Registration
Statement under the Securities Act of 1933 (the "Act") on Form N-1A
(Securities
Act File No. 33-49117) relating, among other things, to the registration
under
the Act of 1,610,843 additional shares of Capital Stock, par value $.01
per share
(the "additional shares"), which are to be offered and sold by the
Corporation
in the manner and on the terms set forth in the prospectus of the
Corporation
current and effective under the Act at the time of sale. 27,751 of the
additional shares are previously outstanding shares of Capital Stock,
par value
$.01 per share, of the Corporation which were redeemed by the
Corporation during
its fiscal year ended February 28, 1995 but have not previously been
used by the
Corporation for reduction pursuant to paragraph (a) of Rule 24e-2 under
the
Investment Company Act of 1940 (the "1940 Act") in all previous filings
of post-
effective amendments during the current year or pursuant to paragraph
(c) of Rule
24f-2 under the 1940 Act during its current fiscal year, to reduce the
registration fee payable by the Corporation for the registration of
shares for
sale under the Act.
We have, as counsel, participated in various proceedings
relating to
the Corporation and to the proposed issuance of the additional 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 April 7, 1995 issued by the Department of Assessments and Taxation
of the
State of Maryland certifying to the existence and good standing of the
Corporation. We are generally familiar with the business affairs of the
Corporation.
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, par value $.01 per share, including those shares
now
issued and outstanding. Under Maryland law, (a) the number of
authorized shares
may be increased or decreased by action of the Board of Directors and
(b) shares
of such Capital Stock which were issued and have subsequently been
redeemed by
the Corporation are, by virtue of such redemption, restored to the
status of
authorized and unissued shares.
<PAGE>
3. Subject to the effectiveness under the Act of the above-
mentioned Post-Effective Amendment No. 4, upon issuance of the
additional shares
within the limits prescribed by the Charter of the Corporation for a
consideration of not less than the par value thereof, and not less than
the net
asset value thereof, the additional shares will be legally issued and
outstanding
and fully paid and non-assessable.
We hereby consent to the filing of this Opinion with the
Securities
and Exchange Commission as part of the above-mentioned Post-Effective
Amendment
to the Registration Statement, the reference to our firm as counsel in
the
prospectus of the Corporation, and to the filing of this Opinion as part
of an
application for registration of the Corporation, its shares, or both,
under the
securities law 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 expressed 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 that State and, where applicable,
published
cases, rules or regulations or regulatory bodies of that State.
Very truly yours,
Shereff, Friedman, Hoffman & Goodman
Exhibit B
April 27, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: File Number 33-49117
T. Rowe Price Tax-Free Insured Intermediate Fund, Inc.
Gentlemen:
As Legal Counsel for T. Rowe Price Associates, Inc., I work on
various
matters involving the T. Rowe Price Tax-Free Insured Intermediate Fund,
Inc.
("Registrant") and, in this connection, have read and reviewed
Post-Effective
Amendment No. 4 to the Registrant's Registration Statement, Form N-1A
(SEC File
Number 33-49117). In accordance with the provisions of paragraphs
(b)(3) and (e)
of Rule 485 under the Securities Act of 1933, as amended, I hereby
represent that
(i) no material event requiring disclosure in the Registrant's
Prospectus, other
than the one listed in paragraph (b)(1) of Rule 485, has occurred since
the
effective date of the Registrant's most recent Post-Effective Amendment
No. 3 and
(ii) Post-Effective Amendment No. 4 does not contain any disclosures
which would
render such Amendment ineligible to become effective pursuant to
paragraph (b)
of Rule 485.
Sincerely,
/s/ HENRY H. HOPKINS
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<NAME> T. ROWE PRICE TAX-FREE INSURED INTERMEDIATE FUND, INC.
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