SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 62 *
T. ROWE PRICE NEW ERA 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 February 29, 1996.
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 $1.00 Varying prices calculated
par value per share 487,861 as set forth in prospectus None *
Capital Stock of $1.00
par value per share 11,919 $100 *
*The calculation of the registration fee was made pursuant to Rule 24e-2 and
was based upon an offering price of $24.33 per share, equal to the net asset *
value as of the close of business on February 12, 1996 pursuant to Rule *
457(c). The total number of shares redeemed during this fiscal year ended
December 31, 1995 amounted to 11,618,055 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 11,130,194 shares have been used for reduction pursuant *
to paragraph (c) of Rule 24f-2 in all previous filings during the current
year. 487,861 shares of the redeemed shares for the fiscal year ended *
December 31, 1995 are being used for the reduction in the post-effective *
amendment being filed herein.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933 (the "Act"),
as amended, the Registrant, T. Rowe Price New Era Fund, Inc., hereby
submits this Post-Effective Amendment No. 62 to its Registration Statement, *
Form N-1A (SEC File Number 2-29866), pursuant to paragraph (b) of Rule 485
under the Act. The purpose of this Amendment is to register an additional
499,780 shares of capital stock of the Fund to be offered under the *
currently effective Prospectus dated May 1, 1995 and to furnish the *
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. 62 *
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 23rd day of February, 1996. *
T. ROWE PRICE NEW ERA FUND, INC.
/s/ GEORGE A. ROCHE, President and Director
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/ GEORGE A. ROCHE President & Director February 23, 1996 *
/s/ CARMEN F. DEYESU Treasurer February 23, 1996 *
/s/ LEO C. BAILEY Director February 23, 1996 *
/s/ GEORGE J. COLLINS Director February 23, 1996 *
/s/ DONALD W. DICK, JR. Director February 23, 1996 *
/s/ DAVID K. FAGIN Director February 23, 1996 *
/s/ CARTER O. HOFFMAN Director February 23, 1996 *
/s/ ADDISON LANIER Director February 23, 1996 *
/s/ JOHN K. MAJOR Director February 23, 1996 *
/s/ HANNE M. MERRIMAN Director February 23, 1996 *
/s/ JAMES S. RIEPE V.P. and Director February 23, 1996 *
/s/ HUBERT D. VOS Director February 23, 1996 *
/s/ PAUL M. WYTHES Director February 23, 1996 *
SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP
919 Third Avenue
New York, New York 10022-9998
(212) 758-9500
February 26, 1996
T. Rowe Price New Era Fund, Inc.
100 East Pratt Street
Baltimore, Maryland 21202
Dear Sirs:
T. Rowe Price New Era Fund, Inc., a Maryland corporation (the "Corporation"), is
filing with the Securities and Exchange Commission (the "Commission") Post-
Effective Amendment No. 62 to its Registration Statement under the Securities
Act
of 1933 (the "Act") on Form N-1A (Securities Act File No. 02-29866) relating,
among other things, to the registration under the Act of 499,780 additional
shares of Capital Stock, par value one dollar ($1.00) 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 current and effective under the Act at
the time of sale. 487,861 of the additional shares are previously outstanding
shares of Capital Stock, par value one dollar ($1.00) per share, of the
Corporation which were redeemed by the Corporation during the fiscal year ended
December 31, 1995 but have not previously been used by the Corporation for a
reduction pursuant to paragraph (a) of Rule 24e-2 under the Investment Company
Act of 1940 (the "1940 Act") during the current fiscal year or pursuant to
paragraph (c) of Rule 24f-2 under the 1940 Act in all previous filings during
the
current fiscal year.
We have, as counsel, participated in various corporate and other 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 of recent date issued by the Department of Assessments and
Taxation of the State of Maryland, certifying the existence and good standing of
the Corporation. We have also reviewed the Post-Effective Amendment No. 62 on
Form N-1A being filed by the Corporation, and are generally familiar with the
corporate 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 two hundred million (200,000,000)
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.
3. Subject to the effectiveness under the Act of the above-mentioned
Post-Effective Amendment No. 62 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 Capital Stock, or both, under the
securities law of any state. In giving this consent we do not admit that we
come
within the category of persons whose consent is required under Section 7 of the
Act.
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, LLP
Shereff, Friedman, Hoffman & Goodman, LLP
SFH&G:LAR:MKN:KLJ:jlk
Exhibit B
February 23, 1996
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: File Number 2-29866
T. Rowe Price New Era Fund, Inc.
Gentlemen:
As Legal Counsel for T. Rowe Price Associates, Inc., I work on various matters
involving the T. Rowe Price New Era Fund, Inc. ("Registrant") and, in this
connection, have read and reviewed Post-Effective Amendment No. 62 to the
Registrant's Registration Statement, Form N-1A (SEC File Number 2-29866).
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. 61 and (ii)
Post-Effective Amendment No. 62 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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