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
<PAGE>
4. Last day of fiscal year for which this notice is filed:
December 31, 1996
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:
13,831,191 shares aggregating $536,292,290
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule 24f-2:
13,831,191 shares aggregating $536,292,290
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):
3,086,643 shares aggregating $117,262,884
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): $ 536,292,290
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): + 117,262,884
(iii) Aggregate price of shares redeemed
or repurchased during the fiscal year
(if applicable): - 340,924,034
(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): = $312,631,140
(vi) Multiplier prescribed by Section 6(b)
of the Securities Act of 1933 or other
applicable law or regulation (see
Instruction C.6): x 1/3300
(vii) Fee due [line (i) or line (v)
multiplied by line (vi)]: = $94,736.71
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 21, 1997
SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022-9998
(212) 758-9500
February 21, 1997
T. Rowe Price New America Growth Fund
100 East Pratt Street
Baltimore, Maryland 21202
Dear Sirs:
T. Rowe Price New America Growth Fund (the
"Trust"), an unincorporated business trust organized
under the laws of the Commonwealth of Massachusetts,
is filing with the Securities and Exchange Commission
(the "Commission") a Rule 24f-2 Notice (the "24f-2
Notice") containing the information contained 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 Trust during the fiscal year ended December 31,
1996 in reliance upon the Rule (the "Rule 24f-2
Shares").
We have, as counsel to the Trust,
participated in various proceedings relating to the
Trust and to 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 6, 1997 issued by the
Secretary of State of the Commonwealth of
Massachusetts, certifying the existence and good
standing of the Trust. We have also reviewed the form
of the Rule 24f-2 Notice being filed by the Trust. We
are generally familiar with the business affairs of
the Trust.
The Trust has advised us that the Rule
24f-2 Shares were sold in the manner contemplated by
the prospectus of the Trust that was current and
effective under the Securities Act of 1933 at the time
of the 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 Trust has been duly organized and is
legally existing under the laws of the
Commonwealth of Massachusetts.
2. The Trust is authorized to issue and
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 Trust's shareholders
might, under certain circumstances,
be liable for transactions effected
by the Trust.
We hereby consent to the filing of this
opinion with the Commission together with the Rule
24f-2 Notice of the Trust, 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 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 and regulations of regulatory bodies of
that Commonwealth.
Very truly yours,
/s/ Shereff, Friedman, Hoffman & Goodman, LLP
Shereff, Friedman, Hoffman & Goodman, LLP
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