N-8F/A 1 tii-n8f.htm
I.GENERAL IDENTIFYING INFORMATION

1.Reason fund is applying to deregister:

[x] Merger

[ ] Liquidation

[ ] Abandonment of Registration

[ ] Election of status as a Business Development Company

2.Name of fund:

T. Rowe Price Tax-Free Intermediate Bond Fund, Inc.

3.Securities and Exchange Commission File No.:

811-7051

4.Is this an initial Form N-8F or an amendment to a previously filed Form N-8F?

[ ] Initial Application [x ] Amendment

5.Address of Principal Executive Office:

100 E. Pratt Street
Baltimore, Maryland 21202

6.Name, address and telephone number of individual the Commission staff should contact with any questions regarding this form:

Darrell N. Braman, Esquire
T. Rowe Price Associates, Inc.
100 East Pratt Street
Baltimore, Maryland 21202
(410) 345-2013

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7.Name, address and telephone number of individual or entity responsible for maintenance and preservation of fund records in accordance with rules 31a-1 and 31a-2 under the Act:

The records held in accordance with rules 31a-1 and 31a-2 are kept by T. Rowe Price Associates, Inc. and T. Rowe Price Services, Inc. (investment adviser and transfer agent)

Investment Adviser:
T. Rowe Price Associates, Inc.
100 East Pratt Street
Baltimore, Maryland 21202
Attn.: Roger Fiery
(410) 345-6626
Transfer Agent:
T. Rowe Price Services, Inc.
100 East Pratt Street
Baltimore, Maryland 21202
Attn.: Deborah Seidel
(410) 345-5590

8.Classification of fund (check only one):

[x] Management company

[ ] Unit investment trust

[ ] Face-amount certificate company

9.Subclassification if the fund is a management company:

[x] Open-end [ ] Closed-end

10.State law under which the fund was organized or formed:


Maryland

11.Provide the name and address of each investment adviser of the fund (including sub-advisers) during the last five years, even if the fund`s contracts with those advisers have been terminated:

Investment Adviser:

T. Rowe Price Associates, Inc.
100 East Pratt Street
Baltimore, Maryland 21202

12.Provide the name and address of each principal underwriter of the fund during the last five years, even if the fund`s contracts with those underwriters have been terminated:

T. Rowe Price Investment Services, Inc.
100 East Pratt Street
Baltimore, Maryland 21202


13.If the fund is a unit investment trust ("UIT") provide:

(a)Depositor`s name(s) and address(es):

Not applicable.

(b)Trustee`s name(s) and address(es):

Not applicable.

14.Is there a UIT registered under the Act that served as a vehicle for investment in the fund ?

[ ] Yes [x] No

If Yes, for each UIT state:

Name(s):

Business Address:

15.(a)Did the fund obtain approval from the board of directors concerning the decision to engage in a Merger, Liquidation or Abandonment of Registration?

[x] Yes [ ] No

If Yes, state the date on which the board vote took place: July 19, 2006

If No, explain:

(b)Did the fund obtain approval from the shareholders concerning the decision to engage in a Merger, Liquidation or Abandonment of Registration?

[x] Yes [ ] No

If Yes, state the date on which the shareholder vote took place: October 18, 2006

If No, explain:

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II.DISTRIBUTIONS TO SHAREHOLDERS

16.Has the fund distributed any assets to its shareholders in connection with the Merger or Liquidation?

[x] Yes [ ] No

(a)If Yes, list the date(s) on which the fund made those distributions:

November 13, 2006

(b)Were the distributions made on the basis of net assets?

[x] Yes [ ] No

(c)Were the distributions made pro rata based on share ownership?

[x] Yes [ ] No

(d)If No to (b) or (c) above, describe the method of distributions to shareholders. For Mergers, provide the exchange ratio(s) used and explain how it was calculated:

(e)Liquidations only:

Were any distributions to shareholders made in kind?

[ ] Yes [ ] No

If Yes, indicate the percentage of fund shares owned by affiliates, or any other affiliation of shareholders:

17.Closed-end funds only:

Has the fund issued senior securities?

[ ] Yes [ ] No

If Yes, describe the method of calculating payments to senior security holders and distributions to other shareholders:


18.Has the fund distributed all of its assets to the fund`s shareholders?

[x] Yes [ ] No

If No,

(a)How many shareholders does the fund have as of the date this form is filed?

(b)Describe the relationship of each remaining shareholder to the fund:

19.Are there any shareholders who have not yet received distributions in complete liquidation of their interests?

[ ] Yes [x] No

If Yes, describe briefly the plans (if any) for distributing to, or preserving the interests of,

those shareholders:

III.ASSETS AND LIABILITIES

20.Does the fund have any assets as of the date this form is filed?

[ ] Yes [x] No

If Yes,

(a)Describe the type and amount of each asset retained by the fund as of the date this form is filed:

(b)Why has the fund retained the remaining assets?

(c)Will the remaining assets be invested in securities?

[ ] Yes [ ] No

21.Does the fund have any outstanding debts (other than face-amount certificates if the fund is a face-amount certificate company) or any other liabilities?

[ ] Yes [x] No

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IV.INFORMATION ABOUT EVENT(S) LEADING TO REQUEST FOR DEREGISTRATION

22.(a)List the expenses incurred in connection with the Merger or Liquidation:

(i)Legal expenses: $14,802.75

(ii)Accounting expenses: $ 2,000.00

(iii)Other expenses (list and identify separately):
Proxy printing and production $ 453.66
Proxy mailing $ 166.53
Miscellaneous fees $ 518.00

(iv)Total expenses (sum of lines (i)-(iii) above): $17,940.94

(b)How were those expenses allocated?

Two-thirds of the legal expenses were allocated to the Applicant and one-third of the legal expenses were allocated to the fund surviving the merger. The accounting expenses were allocated to the fund surviving the merger. The other expenses were allocated to T. Rowe Price Associates, Inc.

(c)Who paid those expenses?

Of the $14,802.75 in legal expenses, $9,868.50 was borne by the Applicant and $4,934.25 was borne by the fund surviving the merger. The accounting expenses were borne by the fund surviving the merger. The other expenses were borne by T. Rowe Price Associates, Inc.

(d)How did the fund pay for unamortized expenses (if any)?

Prepaid costs were paid by the applicant and the expenses accelerated after the merger was announced to remove prepaid balances. No prepaid expenses (unamortized amounts) were transferred to the surviving fund.

23.Has the fund previously filed an application for an order of the Commission regarding the Merger or Liquidation?

[ ] Yes [x] No

If Yes, cite the release numbers of the Commission`s notice and order or, if no notice or order has been issued, the file number and date the application was filed:


V.CONCLUSION OF FUND BUSINESS

24.Is the fund a party to any litigation or administrative proceeding?

[ ] Yes [x] No

If Yes, describe the nature of any litigation or proceeding and the position taken by the fund in that litigation:

25.Is the fund now engaged, or intending to engage, in any business activities other than those necessary for winding up its affairs?

[ ] Yes [x] No

If Yes, describe the nature and extent of those activities:

VI.MERGERS ONLY

26.(a)State the name of the fund surviving the Merger:

T. Rowe Price Summit Municipal Intermediate Fund, a series of T. Rowe Price

Summit Municipal Funds, Inc.

(b)State the Investment Company Act file number of the fund surviving the Merger:

811-7095

(c)If the merger or reorganization agreement has been filed with the Commission, state the file number(s), form type used and the date the agreement was filed:

Agreement and Plan of Reorganization was filed as an exhibit to the Registration Statement of T. Rowe Price Summit Municipal Intermediate Fund

Form:N-14AE
Filing Nos.:333-136025
Filing Date:July 25, 2006

(d)If the merger or reorganization agreement has not been filed with the Commission,
provide a copy of the agreement as an exhibit to this form.

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VERIFICATION

The undersigned states that:

(i)he has executed this Form N-8F application for an order under section 8(f) of the Investment Company Act of 1940 on behalf of T. Rowe Price Tax-Free Intermediate Bond Fund.

(ii)he is the Treasurer of the T. Rowe Price Tax-Free Intermediate Bond Fund, Inc.and

(iii)all actions by shareholders, directors, and any other body necessary to authorize the undersigned to execute and file this Form N-8F application have been taken.

The undersigned also states that the facts set forth in this Form N-8F application are true to the best of his knowledge, information and belief.

/s/Gregory K. Hinkle
___________________________________
Gregory K. Hinkle
Treasurer

December 2, 2010

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