-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BtMHfYLcOEtM2xGy2REup+sILYeIUB+nT+mvVJeBwlMxVY4QCXaqWRW3ywiP7iFT O9xxwIkDmi6gOFsgM0mmig== 0000313212-96-000027.txt : 19960228 0000313212-96-000027.hdr.sgml : 19960228 ACCESSION NUMBER: 0000313212-96-000027 CONFORMED SUBMISSION TYPE: 24F-2NT PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960226 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRICE T ROWE NEW AMERICA GROWTH FUND CENTRAL INDEX KEY: 0000773485 STANDARD INDUSTRIAL CLASSIFICATION: [] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 24F-2NT SEC ACT: 1933 Act SEC FILE NUMBER: 002-99122 FILM NUMBER: 96525159 BUSINESS ADDRESS: STREET 1: 100 E PRATT ST CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 3015472000 FORMER COMPANY: FORMER CONFORMED NAME: PRICE T ROWE COMMON STOCK FUND DATE OF NAME CHANGE: 19851003 24F-2NT 1 RULE 24F-2 NOTICE U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 24F-2 Annual Notice of Securities Sold Pursuant to Rule 24f-2 1. Name and address of issuer: T. Rowe Price New America Growth Fund 100 East Pratt Street Baltimore, MD 21202 2. Name of each series or class of funds for which this notice is filed: Not Applicable 3. Investment Company Act File Number: 811-4358 Securities Act File Number: 2-99122 4. Last day of fiscal year for which this notice is filed: December 31, 1995 5. Check box if this notice is being filed more than 180 days after the close of the issuer's fiscal year for purposes of reporting securities sold after the close of the fiscal year but before termination of the issuer's 24f-2 declaration: [ ] 6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if applicable (see instruction A.6): Not applicable 7. Number and amount of securities of the same class or series which had been registered under the Securities Act of 1933 other than pursuant to rule 24f-2 in a prior fiscal year, but which remained unsold at the beginning of the fiscal year: None 8. Number and amount of securities registered during the fiscal year other than pursuant to rule 24f-2: None 9. Number and aggregate sale price of securities sold during the fiscal year: 8,445,451 shares aggregating $267,361,216 10. Number and aggregate sale price of securities sold during the fiscal year in reliance upon registration pursuant to rule 24f-2: 8,445,451 shares aggregating $267,361,216 11. Number and aggregate sale price of securities issued during the fiscal year in connection with dividend reinvestment plans, if applicable (see Instruction B.7): 1,395,204 shares aggregating $48,036,708 12. Calculation of registration fee: (i) Aggregate sale price of securities sold during the fiscal year in reliance on rule 24f-2 (from Item 10): $ 267,361,216 (ii) Aggregate price of shares issued in connection with dividend reinvestment plans (from Item 11, if applicable): + 48,036,708 (iii) Aggregate price of shares redeemed or repurchased during the fiscal year (if applicable): - 175,229,170 (iv) Aggregate price of shares redeemed or repurchased and previously applied as a reduction to filing fees pursuant to rule 24e-2 (if applicable): + -0- (v) Net aggregate price of securities sold and issued during the fiscal year in reliance on rule 24f-2 [line (i), plus line (ii), less line (iii), plus line (iv)] (if applicable): = $140,168,754 (vi) Multiplier prescribed by Section 6(b) of the Securities Act of 1933 or other applicable law or regulation (see Instruction C.6): x 1/2900 (vii) Fee due [line (i) or line (v) multiplied by line (vi)]: = $48,334.05 Instruction: Issuers should complete lines (ii), (iii), (iv), and (v) only if the form is being filed within 60 days after the close of the issuer's fiscal year. See instruction C.3. 13. Check box if fees are being remitted to the Commission's lockbox depository as described in section 3a of the Commissions's Rules of Informal and Other Procedures (17 CFR 202.3a). [X] Date of mailing or wire transfer of filing fees to the Commission's lockbox depository: SIGNATURES This report has been signed below by the following persons on behalf of the issuer and in the capacities and on the dates indicated. Carmen F. Deyesu, Treasurer By (Signature and Title)* February 23, 1996 EX-99.5 2 OPINION RE LEGALITY SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP 919 Third Avenue New York, New York 10022-9998 (212) 758-9500 February 23, 1996 T. Rowe Price New America Growth Fund 100 East Pratt Street Baltimore, Maryland 21202 Dear Sirs: T. Rowe Price New America Growth Fund (the "Fund"), an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts, is filing with the Securities and Exchange Commission a Rule 24f-2 Notice (the "Rule 24f-2 Notice") containing the information specified in paragraph (b)(1) of Rule 24f-2 under the Investment Company Act of 1940, as amended (the "Rule"). The effect of the Rule 24f-2 Notice, when accompanied by the filing fee, if any, payable as prescribed by paragraph (c) of the Rule and by this opinion, will be to make definite in number the number of shares sold by the Fund during the fiscal year ended December 31, 1995 in reliance upon the Rule (the "Rule 24f-2 Shares"). We have, as counsel to the Fund, participated in various proceedings relating to the Fund and the Rule 24f-2 Shares. We have examined copies, either certified or otherwise proved to our satisfaction to be genuine, of its Master Trust Agreement and By-laws, as currently in effect, and a certificate dated February 20, 1996, issued by the Secretary of State of the Commonwealth of Massachusetts, certifying the existence and good standing of the Fund. We have also reviewed the form of the Rule 24f-2 Notice being filed by the Fund. We are generally familiar with the business affairs of the Fund. The Fund has advised us that the Rule 24f-2 Shares were sold in the manner contemplated by the prospectus of the Fund 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 for a consideration not less than the net asset value thereof as required by the Investment Company Act of 1940, as amended. Based upon the foregoing, it is our opinion that: 1. The Fund has been duly organized and is legally existing under the laws of The Commonwealth of Massachusetts. 2. The Fund is authorized to issue an unlimited number of shares. 3. The Rule 24f-2 Shares were legally issued and are fully paid and non-assessable. However, we note that as set forth in the Registration Statement, the Fund's shareholders might, under certain circumstances, be liable for transactions effected by the Fund. We hereby consent to the filing of this opinion with the Securities and Exchange Commission together with the Rule 24f-2 Notice of the Fund, 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 Commonwealth of Massachusetts, and to the extent that any opinion expressed herein involves the law of Massachusetts, such opinion should be understood to be based solely upon our review of the documents referred to above, the published statutes of that Commonwealth and, where applicable, published cases, rules or regulations of regulatory bodies of that Commonwealth. Very truly yours, /s/ Shereff, Friedman, Hoffman & Goodman, LLP Shereff, Friedman, Hoffman & Goodman, LLP SFH&G:MKN:LAR:KLJ:jlk -----END PRIVACY-ENHANCED MESSAGE-----