PRINCOR EMERGING GROWTH FUND INC
24F-2NT, 1996-12-12
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                    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:  
               Princor  Emerging  Growth Fund, Inc.
               The Principal Financial Group 
               Des Moines, IA 50392-0200
                                                                              
          2    Name of each  series or class of funds for which  this  notice is
               filed: Class A, Class B and Class R shares
                                                                      
          3    Investment Company Act File Number:                    811-05171
               Securities Act File Number:                             33-14535
                                                                             
          4    Last day of fiscal year for which this  notice if filed:
 
                    October 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:
                                                                
                N/A                                                    
                                                                       
          6    Date  of   termination   of  issuer's   declaration   under  rule
               24f-2(a)(1), if applicable (See instruction A.6):
                                                                    
                N/A                                                     
                                                                        
          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 24f-2:
                    None                                                     
                                                                             
          9    Number and  aggregate  sale price of  securities  sold during the
               fiscal year:   
               2,949,316         Common Stock        $98,821,678
                                                                    
          10   Number and  aggregate  sale price of  securities  sold during the
               fiscal year in reliance upon registration pursuant to rule 24f-2:
               2,949,316         Common Stock        $98,821,678
                                                                              
          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): 
                   Included in response to Item 9.
                                                                         
          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):   $98,821,678
                                                                             
               (ii) Aggregate price of shares issued in connection with dividend
                    reinvestment plans (from Item 11, if applicable):        + 0
                                                                      
               (iii)Aggregate  price of shares  redeemed or  repurchased  during
                    the fiscal year (if applicable):                  25,041,362
                                                                       
               (iv) Aggregate  price  of  shares  redeemed  or  repurchased  and
                    previously  applied as a reduction to filling 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):
                                                                      73,780,316
                                                                      
               (vi) Multiplier  prescribed by Section 6(b) of the Securities Act
                    of 1933 or other applicable law or regulation:      1 / 3300
                                                                 
               (vii) Fee Due:                                         $22,357.67
                                                                    
     13 Check box if fees are being  remitted  to the  Commission's  lockbox  as
     described  in section 3a of the  Commission'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:
              
                 12/12/96                                        
                                                                       
                                                                       
                                    Signature
                                                                         
     This report has been signed below by the following persons on behalf of the
     issuer and in the capacities and on the dates indicated:
                                                                         
                                                                         
                                                                         
Princor Emerging Growth Fund, Inc.                                            
                                                                         
                                                                         
                                                                         
By      A.S. Filean
        -----------------------------------------                            
        A.S. Filean, Vice President and Secretary                          
                                                                         
Attest:                                                                  
                                                                         
By      E.H. Gillum
        -----------------------------------------                        
        E.H. Gillum                                                     
        Assistant Secretary                                                 

<PAGE>
   December 11, 1996







   Securities and Exchange Commission
   450 Fifth Street, NW
   Washington, D.C.  20549


   Re  Princor Emerging Growth Fund, Inc.


   In my capacity as Counsel of Princor Emerging Growth Fund, Inc.("the
   Fund"),I have supervised the preparation of the Rule 24f-2 Notice for the
   Fund under the Investment Company Act of 1940 and have reviewed the legality
   of the securities which are to be registered thereunder. Based upon
   examination of such corporate records and matters of fact and law as deemed 
   necessary, I am of the opinion that such securities were legally issued,
   fully paid and non-assessable.

   I consent to the filing of this  opinion  as an  exhibit  to the Rule 24f-2
   Notice for the Fund und the Investment Company Act of 1940.

   Sincerely



   Michael D. Roughton
   Michael D. Roughton
   Counsel

   MDR/sl


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