July 10, 1997
U.S. Securities and Exchange Commission
Attn: Filing Desk
450 5th Street, N.W.
Washington, DC 20549
RE: Rule 24(f)-2 Notice for The Atlanta Growth Fund, Inc.
File No. 33-44714
Dear Gentlemen and Ladies:
Pursuant to Rule 24(f)-2 of the Investment Company Act of 1940, the above
referenced Fund hereby files the following:
1. Rule 24(f)-2 Notice; and
2. Opinion of Counsel.
We will obtain confirmation of this filing via our CompuServe account,
72741,733. If there are any questions on this filing I can be reached at
(302) 791-2919.
Very truly yours,
Terry Thompson
Secretary
Enclosures
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: The Atlanta Growth Fund, Inc.
103 Bellevue Parkway
Wilmington, DE 19809
2. Name of each series or class of funds for which this notice is filed:
Common Stock
3. Investment Company Act File Number: 811-6510
Securities Act File Number: 33-44714
4. Last day of fiscal year for which this notice is filed: 05/23/97
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: 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:
Number: 408,621
Amount: $4,587,505
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
Number: 191,198
Amount: $2,254,189
9. Number and aggregate sale price of securities sold during the fiscal
year:
Number: 7,141
Sale Price: $73,893
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2: None
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable:
Number: 115,651
Sale Price: $946,027
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): $ 0
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable): + 946,027
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - 1,695,843
(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing fees
pursuant to rule 24e-2 (if applicable): + ( 946,027)
(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): $ (1,695,843)
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation: / 3300
(vii) Fee due [line (i) or line (v) multiplied by
line (vi)]: $ 0
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a).
[ ]
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.
By: /s/Michael L. Lucas
Michael L. Lucas
President
Date: June 23, 1997
June 23, 1997
The Atlanta Growth Fund, Inc.
Suite 1661
Eleven Hundred Peachtree Street, N.E.
Atlanta, Georgia 30309
Re: Rule 24f-2 Notice
The Atlanta Growth Fund, Inc.
(Securities Act of 1933 File No. 33-44714;
Investment Company Act of 1940 File No. 811-6510)
Gentlemen:
You have requested that we, as counsel to The Atlanta Growth Fund, Inc. (the
"Fund"), render an opinion in connection with the filing by the Fund of a
notice required by Rule 24f-2 under the Investment Company Act of 1940, as
amended (the "Notice"), for the Fund's fiscal year ended May 23, 1997.
The Notice states that, during the fiscal year ended May 23, 1997, the Fund
sold a total of 7,141 shares of the no par value common stock of the Fund
(the "Shares"), for an actual aggregate sales price of $73,893, exclusive of
shares issued upon reinvestment of dividends.
We have examined the Fund's Articles of Incorporation, its Bylaws,
resolutions adopted by its Board of Directors, and other records, documents,
papers, statutes and authorities as we have deemed necessary to form a basis
for the opinion hereinafter expressed.
On the basis of the foregoing, and assuming the accuracy of the Notice and
that all of the Shares sold during the fiscal year ended May 23, 1997 were
sold in accordance with the terms of the Fund's Prospectus and Statement of
Additional Information in effect at the time of sale, we are of the opinion
that such Shares were validly issued, fully paid and non-assessable by the
Fund.
Very truly yours,
/s/Powell, Goldstein, Frazer & Murphy LLP
Powell, Goldstein, Frazer & Murphy LLP
