<PAGE>
As filed with the Securities and Exchange Commission on March 3, 1997.
Securities Act Registration No. 333-19235
Investment Company Act file No. 811-8005
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
_________________________________
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. 1 [X]
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 1 [X]
_________________________________
PAPP AMERICA-PACIFIC RIM FUND, INC.
(Registrant)
4400 North 32nd Street
Suite #280
Phoenix, Arizona 85018
Telephone number: 602/956-1115
__________________________________________
Robert L. Mueller Janet D. Olsen
Papp America-Pacific Rim Fund, Inc. Bell, Boyd & Lloyd
4400 North 32nd Street, #280 70 West Madison Street
Phoenix, Arizona 85018 Suite #3300
Chicago, Illinois 60602
(Agents for service)
__________________________________________
Registrant has previously elected to register an indefinite number of shares
of its capital stock, par value $.01 per share, under the Securities Act of 1933
and rule 24f-2 under the Investment Company Act of 1940.
__________________________________________
Registrant hereby amends this registration statement on such date or dates as
may be necessary to delay its effective date until registrant shall file a
further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with section 8(a) of the
Securities Act of 1933, or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said section 8(a),
may determine.
________________________________________________________________________________
<PAGE>
Papp America-Pacific Rim Fund, Inc.
Cross-reference sheet pursuant to rule 495(a) of Regulation C
Part A (Prospectus)
Item Location or Caption*
- ---- -------------------
1(a) & (b) Front Cover
2(a) Fund Expenses
(b) - (c) Not Applicable
3(a) Not Applicable
(b) Not Applicable
(c) Other Information
(d) Not Applicable
4(a)(i) The Fund
(ii) Front Cover
Investment Objective
Investment Methods
(b) Investment Restrictions
(c) Risk Factors
5(a) Management of the Fund
(b) Management of the Fund
Investment Adviser
(c) Investment Adviser
(d) Not Applicable
(e) Final Page
(f) Fund Expenses; Investment Adviser
(g) Not Applicable
5A Not Applicable
6(a) The Fund
(b) - (d) Not Applicable
(e) The Fund
(f) Distributions
(g) Federal Income Tax
(h) Not Applicable
7 Purchasing Shares
(a) Not Applicable
(b) Determination of Net Asset Value
Purchasing Shares
(c) Not Applicable
(d) Front Cover
(e) & (f) Not Applicable
8(a) Redeeming Shares
(b) Purchasing Shares
(c) & (d) Redeeming Shares
9 Not Applicable
<PAGE>
Part B (Statement of Additional Information)
Item Location or Caption*
- ---- -------------------
10(a) & (b) Front Cover
11 Front Cover
12 Not Applicable
13(a) - (c) Investment Policies and Restrictions
(d) Investment Methods (in the prospectus)
Portfolio Transactions
14(a) & (b) Directors and Officers
Management of the Fund (in the prospectus)
(c) (1) Directors and Officers
(c) (2) Not Applicable
15(a) - (c) Management of the Fund
16(a) & (b) Investment Adviser
(c) - (g) Not Applicable
(h) Final page of prospectus
(i) Transfer Agent
17(a) Portfolio Transactions
(b) Not Applicable
(c) Portfolio Transactions
(d) - (e) Not Applicable
18(a) & (b) Not Applicable
19(a) Purchasing and Redeeming Shares
(b) Purchasing and Redeeming Shares; Additional
Information
(c) Purchasing and Redeeming Shares
20 Additional Tax Information
21 Not Applicable
22(a) Not Applicable
(b)(i) Performance Information
(ii) & (iii) Not Applicable
(iv) Performance Information
23 Additional Information
- --------------
* References are to captions within the part of the registration statement to
which the particular item relates except as otherwise indicated.
<PAGE>
[line drawing of L. Roy Papp]
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED FEBRUARY 26, 1997
A registration statement relating to these securities has been filed with the
Securities and Exchange Commission but has not yet become effective. Information
contained herein is subject to completion or amendment. These securities may not
be sold nor may offers to buy be accepted prior to the time the registration
statement becomes effective. This prospectus shall not constitute an offer to
sell or the solicitation of an offer to buy nor shall there be any sales of
these securities in any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any
such state.
Prospectus
,1997
PAPP AMERICA-PACIFIC RIM FUND, INC.
4400 North 32nd Street, Suite 280
Phoenix, Arizona 85018
(602) 956-1115
(800) 421-4004
INVESTMENT OBJECTIVE: LONG-TERM CAPITAL GROWTH
The Fund invests with the objective of long-term capital growth resulting
to a considerable extent from international activities, particularly in the
Pacific Rim nations, of its portfolio companies.
- Minimum Investment -
Initial Purchase $ 5,000
Subsequent Purchases and
Individual Retirement Accounts (IRAs) $1,000
NO SALES OR REDEMPTION CHARGES
(A pure no-load fund)
This prospectus sets forth concisely information a prospective investor should
know before investing in Papp America-Pacific Rim Fund, Inc. (the "Fund").
Please retain it for future reference. A Statement of Additional Information
regarding the Fund dated the date of this prospectus has been filed with the
Securities and Exchange Commission and (together with any supplement to it) is
incorporated by reference. The Statement of Additional Information may be
obtained at no charge by writing or telephoning the Fund at its address or
telephone number shown above.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
<PAGE>
Table of Contents
<TABLE>
<CAPTION>
Page
<S> <C>
Fund Expenses 3
Investment Objective 4
Investment Methods 4
Risk Factors 5
Investment Restrictions 5
Purchasing Shares 6
Redeeming Shares 6
Determination of Net Asset Value 7
Management of the Fund 8
Investment Adviser 9
Distributions 10
Federal Income Tax 10
The Fund 10
</TABLE>
<PAGE>
Fund Expense
- ------------
The following table illustrates all expenses and fees that a shareholder of the
Fund will bear, directly or indirectly.
Shareholder Transaction Expenses
Maximum Sales Load Imposed on Purchases............................None
Maximum Sales Load Imposed on Reinvested Dividends.................None
Deferred Sales Load................................................None
Redemption Fees....................................................None
Exchange Fees......................................................None
Annual Fund Operating Expenses
(as percentages of average daily net assets)
Management Fee.....................................................1.0%
12b-1 Fees.........................................................None
Other Expenses (see note below)....................................0.25%
Total Fund Operating Expenses (after any expense
reimbursement).....................................................1.25%
Note:In the absence of an operating history, the amount shown for "other
expenses" is the maximum amount that may be incurred by the Fund, since the
investment adviser has obligated itself to reimburse the Fund to the extent
the Fund's regular operating expenses during any of its fiscal years exceed
1.25% of its average daily net asset value in such year. The investment
adviser has agreed to pay all organizational expenses, and such expenses
will not be reimbursed by the Fund. Absent that expense limitation, other
expenses and total Fund operating expenses for the Fund's initial fiscal
year are estimated to be approximately 1.50% and 2.50%, respectively.
Example:
The investor would pay the following expenses on a $1,000 investment in the Fund
assuming (1) a 5% annual rate of return, (2) continuance of the above operating
expense percentage, (3) reinvestment of all distributions to shareholders, and
(4) redemption at the end of each period.
One Year Three Years
-------- -----------
$12.50 $41.00
This example should not be considered a representation of past or future
expenses or performance. Actual expenses and return may be greater or less than
those shown.
<PAGE>
INVESTMENT OBJECTIVE
- --------------------
The Fund invests with the objective of long-term capital growth resulting
to a considerable extent from the international activities, particularly in the
Pacific Rim nations, of its portfolio companies. The Fund's investment
objective is a fundamental policy that may not be changed without shareholder
approval.
INVESTMENT METHODS
- ------------------
United States international companies. The Fund acquires the common stocks
of United States companies that appear to have substantial sales to and receive
significant income from countries within the Pacific Rim (defined as those
countries bordering the Pacific Ocean). Under normal market conditions, at least
65% of the Fund's total assets (valued at the time of each investment) will be
invested in United States companies 15% or more of whose earnings, sales, or
assets can be attributed to Pacific Rim countries outside the United States. In
addition, the Fund may invest in United States companies that, in the opinion of
the Fund's investment adviser, will soon meet these criteria. In determining
which United States companies are eligible for inclusion in the Fund's
securities portfolio, the Fund's investment adviser will largely rely on
published annual geographic data provided by many multinational companies.
However, because a number of companies do not separately set forth the
geographical areas from which their earnings and sales are derived, e.g.,
separating Asian earnings and sales from European earnings and sales, the Fund's
investment adviser will also rely on verbal discussions with officials of
companies being considered for inclusion in the Fund's securities
portfolio.
Foreign companies. The Fund may invest a maximum of 30% of its common
stock assets (valued at the time of each investment), in common stocks of
foreign-domiciled companies that are traded, either directly or in the form of
American Depository Receipts (ADRs), on a United States stock exchange or in the
Nasdaq Stock Market, 15% or more of whose earnings, sales, or assets can be
attributed to Pacific Rim countries, excluding the United States or, in the
opinion of its investment adviser, will soon meet these criteria.
The Fund seeks to purchase the shares of companies that it regards as
having excellent prospects for capital appreciation (measured on an overall
basis by such considerations as earnings growth over extended periods of time,
long-term dividend growth, above-average profitability created through operating
efficiency rather than financial leverage, and cash flows that appear to confirm
the sustainability of growth) at a price, relative to the market as a whole,
that does not fully reflect the superiority of a particular company. The
production of current income is not a determinative factor in the selection of
portfolio securities, and the Fund is not designed for investors seeking income
rather than capital appreciation. Investments are not limited by ratings or
other external criteria of quality, and investments may vary in quality measured
by such criteria, and may include speculative securities. Once purchased, the
shares of such companies are ordinarily retained so long as the investment
adviser believes that the prospects for appreciation continue to be favorable
and that the securities are not overvalued in the marketplace. Accordingly,
although the Fund's annual portfolio turnover rate will vary from year to year,
it is not expected to exceed 25% under normal market conditions.
Under normal market conditions, substantially all of the Fund's assets are
invested in common stocks, other than cash and cash equivalents anticipated to
be needed for payment of the Fund's obligations. However, if a temporary
defensive position should be considered by the investment adviser to be
advisable in view of market conditions, the Fund may hold cash and may invest up
to
<PAGE>
100% of its assets in United States government, agency and instrumentality
obligations, and in other domestic debt rated in one of the two highest grades
by one or more of the nationally recognized statistical ratings organizations
or, if unrated, believed by the investment adviser to be comparable in quality,
are readily salable, and mature or are redeemable by the Fund not more than one
year from the time of investment.
RISK FACTORS
- ------------
Investment in foreign business interests (either in United States
enterprises with substantial international activities, or in shares, or ADRs for
shares, of foreign companies), may be riskier in some ways than domestic
investment because of possibilities of: foreign controls over currency exchange;
restrictions on monetary repatriation; oppressive regulation; differing tax
systems among countries, with differing consequences to portfolio companies;
heavy or confiscatory taxation; less liquidity and more price volatility of some
foreign securities and ADRs; less governmental supervision of issuers of
securities; limited publicly available corporate information; varying
accounting, auditing and financial reporting standards and financial statements
among countries; difficulties in obtaining legal recourse and enforcing
judgments abroad; nationalization or expropriation of assets; and political,
economic or social instability. Also, risk may be increased to the extent of
commitments by portfolio companies in developing countries, contrasted with
developed countries.
The Fund's focus on companies with significant earnings, sales or assets in
Pacific Rim countries outside the United States makes the Fund more vulnerable
to potential adverse economic or market developments affecting that region than
would be the case for a fund investing in companies with broader geographic
diversification of their businesses.
The Fund is not intended to present a balanced investment program. It is
not intended to be a vehicle for short-term trading, but is intended for
investment for the long-term. The securities in which the Fund invests are
subject to the risks inherent in the respective portfolio companies and to
market fluctuations, and there can be no assurance that the Fund will achieve
its investment objective.
INVESTMENT RESTRICTIONS
- -----------------------
The Fund will not:
1. To the extent of 75% of its assets (valued at time of investment),
invest more than 5% of its assets (valued at such time) in securities of
any one issuer, except in obligations of the United States Government and
its agencies and instrumentalities;
2. Acquire securities of any one issuer that at time of investment (a)
represent more than 10% of the voting securities of the issuer or (b) have
a value greater than 10% of the value of the outstanding securities of the
issuer;
3. Invest more than 5% of its assets (valued at time of investment) in
securities of issuers with less than three years' operation (including
predecessors);
4. Invest more than 5% of its assets (valued at time of investment) in
securities that are not readily marketable.
The first three of these restrictions cannot be changed without the approval of
the holders of a "majority of the outstanding voting securities" as defined in
the Investment Company Act. All of the Fund's investment restrictions are set
forth in the Additional Information Statement.
<PAGE>
PURCHASING SHARES (see New Account Purchase Application accompanying this
prospectus)
Shares of the Fund are purchased at the net asset value per share next
determined after receipt of the purchase order, as described under
"Determination of Net Asset Value." There are no sales commissions or
underwriting discounts. The minimum initial investment is $5,000, except for
Individual Retirement Accounts (IRAs) where the minimum is $1,000. Minimum
subsequent investments in all cases are $1,000, excluding reinvestments of
dividends and capital gains distributions.
To make an initial purchase of shares, complete and sign the New Account
Purchase Application and mail it, together with a check for the total purchase
price, to Papp America-Pacific Rim Fund, Inc., 4400 North 32nd Street, Suite
280, Phoenix, AZ 85018. The purchase price is the net asset value per share as
described under "Determination of Net Asset Value."
Each investment in shares of the Fund, including dividends and capital
gains distributions reinvested in Fund shares, is acknowledged by a statement
showing the number of shares purchased, the net asset value at which the shares
are purchased, and the new balance of Fund shares owned. The Fund does not
issue stock certificates for the shares purchased. All full and fractional
shares will be carried on the books of the Fund without the issuance of
certificates.
Shares may be purchased or redeemed directly through the Fund or through an
investment dealer or other institution. The Fund may enter into an arrangement
with such an institution allowing the institution to process purchase orders or
redemption requests for its customers with the Fund on an expedited basis,
including requesting share redemptions by telephone. Although these
arrangements might permit one to effect a purchase or redemption of Fund shares
through the institution more quickly than would otherwise be possible, the
institution may impose charges for its services. Those charges could constitute
a significant portion of a smaller account, and might not be in a shareholder's
best interest. Shares of the Fund may be purchased or redeemed directly from the
Fund without imposition of any charges other than those described in the
prospectus.
Some financial institutions that maintain nominee accounts with the Fund
for their clients for whom they hold Fund shares charge an annual fee of up to
0.35% of the average net assets held in such accounts for accounting, servicing,
and distribution services they provide with respect to the underlying Fund
shares. Such fees are paid by the Adviser.
The Fund reserves the right not to accept purchase orders under
circumstances or in amounts considered disadvantageous to existing shareholders.
REDEEMING SHARES
- ----------------
The Fund will redeem all or any part of shares owned upon written request
delivered to the Fund at 4400 North 32nd Street, Suite 280, Phoenix, AZ 85018.
The redemption request must:
(1) specify the number of shares or dollar amount to be redeemed, if less
than all shares are to be redeemed;
(2) be signed by all owners exactly as their names appear on the account;
and
<PAGE>
(3) include a signature guarantee from any "eligible guarantor institution"
as defined by the rules under the Securities Exchange Act of 1934.
Eligible guarantor institutions include banks, brokers, dealers, credit
unions (if authorized by applicable state law), national securities
exchanges, registered securities associations, clearing agencies and
savings associations. A notary public is not an eligible guarantor.
In the case of shares registered in the name of a corporation, the
redemption request must be signed in the name of the corporation by an officer
whose title must be stated, and a certified bylaw provision or resolution of the
board of directors authorizing the officer to so act must be furnished. In the
case of a trust or a partnership, the redemption request must be signed in the
name of the trust or partnership by a trustee or a general partner, and must
include a signature guarantee. If the trustee or general partner is not named in
the account registration, the redemption request must also include evidence of
the trustee's or general partner's appointment as such (for example, a certified
copy of the partnership or trust instrument). Under certain circumstances,
before the shares can be redeemed, additional documents may be required in order
to verify the authority of the person seeking to redeem. Call 1-800-421-4004
before submitting a redemption request if you have any questions about the
documents required.
The redemption price per share is net asset value determined as described
under "Determination of Net Asset Value." There is no redemption charge. The
redemption value of the shares may be more or less than the cost, depending upon
the value of the Fund's portfolio securities at the time of redemption. If the
net asset value of the shares in an account is less than $1,000 as a result of
previous redemptions and not market price declines, the Fund may notify the
registered holder that unless the account value is increased to at least the
minimum within 60 days the Fund will redeem all shares in the account and pay
the redemption price to the registered holder.
Payment for shares redeemed is made within seven days after receipt by the
Fund of a request for redemption in good order. However, if shares are redeemed
immediately after they are purchased, the Fund may delay paying the redemption
proceeds only until the shareholder's check for the purchase price has been
cleared, which may take up to 15 days. The Fund reserves the right to suspend or
postpone redemptions during any period when (a) trading on the New York Stock
Exchange is restricted, as determined by the Securities and Exchange Commission,
or that Exchange is closed for other than customary weekend and holiday
closings, (b) the Commission has by order permitted such suspension, or (c) an
emergency, as determined by the Commission, exists making disposal of portfolio
securities or valuation of net assets of the Fund not reasonably practicable.
DETERMINATION OF NET ASSET VALUE
- --------------------------------
For purposes of computing the net asset value of a share of the Fund,
securities traded on securities exchanges, or in the over-the-counter market in
which transaction prices are reported, are valued at the last sales prices at
the time of valuation or, lacking any reported sales on that day, at the most
recent bid quotations. Other securities traded over-the-counter are also valued
at the most recent bid quotations. Securities for which quotations are not
available and any other assets are valued at a fair value as determined in good
faith by the board of directors. The price per share for a purchase order or
redemption request is the net asset value next determined after receipt of the
order.
The net asset value of a share of the Fund is determined as of the close of
trading on the New York Stock Exchange, currently 4:00 p.m. New York City time,
on any day on which that Exchange is open for trading, by dividing the market
value of the Fund's assets, less its liabilities, by the number of shares
outstanding, and rounding the result to the nearest full cent.
<PAGE>
MANAGEMENT OF THE FUND
- ----------------------
The board of directors has overall responsibility for the conduct of the
Fund's affairs. The directors of the Fund, including those directors who are
also officers, and their principal business activities during the past five
years, are:
L. Roy Papp, Chairman and director. Age 69.
Partner, L. Roy Papp & Associates (investment manager).
Harry A. Papp, CFA, President and director. Age 42.
Partner, L. Roy Papp & Associates.
Robert L. Mueller, Vice President, Secretary and director. Age 68.
Partner, L. Roy Papp & Associates.
Rosellen C. Papp, CFA, Vice President, Treasurer and director. Age 42.
Partner, L. Roy Papp & Associates.
Bruce C. Williams, CFA, Vice President and director. Age 43.
Partner, L. Roy Papp & Associates.
James K. Ballinger, director. Age 47. The Director of the Phoenix Art
Museum.
Amy S. Clague, director. Age 64. Partner, Boyd and Clague (bookkeeping
services for small companies).
Carolyn P. O'Malley, director. Age 49. The Director of the Desert
Botanical Garden since 1994. Prior thereto, Assistant Director of the
Garden and Director of Public Relations of The Volunteer Center of Maricopa
County, Phoenix, Arizona.
Each of the following is an "interested person" of the Fund (as defined in
the Investment Company Act): L. Roy Papp as an officer of the Fund and a partner
of its investment adviser, L. Roy Papp & Associates; Harry A. Papp and Rosellen
C. Papp, as officers of the Fund, partners of the investment adviser and as the
son and daughter-in-law, respectively, of L. Roy Papp; Robert L. Mueller and
Bruce C. Williams as partners of the investment adviser and as officers of the
Fund. All but Mrs. Clague, Mr. Ballinger, and Mrs. O'Malley are also personnel
of the investment adviser.
The address of Messrs. L. Roy Papp, Harry A. Papp, Robert L. Mueller, Bruce
C. Williams, and Ms. Rosellen C. Papp, is 4400 North 32nd Street - Suite 280,
Phoenix, Arizona 85018; the address of Mr. Ballinger is 1625 North Central
Avenue, Phoenix, Arizona 85004; the address of Mrs. Clague is 326 East Kaler
Drive, Phoenix, Arizona 85020; and the address of Mrs. O'Malley is 1201 N.
Galvin Parkway, Phoenix, Arizona 85008.
L. Roy Papp, Harry A. Papp, and Robert L. Mueller are the members of the
executive committee, which has authority during intervals between meetings of
the board of directors to exercise the powers of the Board, with certain
exceptions. Directors not affiliated with the investment adviser and not
officers of the Fund receive from the Fund an attendance fee of $100 for each
meeting of the board of directors attended.
<PAGE>
The following are Vice Presidents of the Fund: George D. Clark, Jr.,
Jeffrey N. Edwards, Robert L. Hawley and Victoria S. Cavallero. Julie A. Hein
is Assistant Treasurer of the Fund. Mr. Clark has been a partner or associate
of L. Roy Papp & Associates since 1987. Mr. Edwards has been a partner or
associate of L. Roy Papp & Associates since 1987. Ms. Cavallero has been a
partner or associate of L. Roy Papp & Associates since 1987. Mr. Hawley has
been a partner or associate of L. Roy Papp & Associates since 1993. Ms. Hein
has been a partner or associate of L. Roy Papp & Associates since 1989. The
address of all of the officers is L. Roy Papp & Associates, 4400 North 32nd
Street, Suite 280, Phoenix, Arizona 85018.
INVESTMENT ADVISER
- ------------------
L. Roy Papp & Associates serves as investment adviser to the Fund. L. Roy
Papp and Rosellen C. Papp, partners of that firm, manage the portfolio of the
Fund. Except for two years when he was United States director of, and
ambassador to, the Asian Development Bank, Manila, Philippines, Mr. Papp has
been in the money management field since 1955. He has been either sole
proprietor of or a partner of L. Roy Papp & Associates since 1978. Rosellen C.
Papp has been the Director of Research of L. Roy Papp & Associates since 1981.
The firm of L. Roy Papp & Associates is also investment adviser to
individuals, trusts, retirement plans, endowments, and foundations. Assets
under management exceed $580 million. The firm also acts as investment adviser
to The L. Roy Papp Stock Fund, Inc. which commenced operations in 1989 and whose
assets approximate $55 million, and Papp America-Abroad Fund, Inc. which
commenced operations in 1991 and whose assets approximate $30 million.
Subject to the overall authority of the Fund's board of directors, the
adviser furnishes continuous investment supervision and management to the Fund
under an investment advisory agreement.
The investment adviser receives from the Fund, as compensation for its
services, a fee, accrued daily and payable monthly, at an annual rate of 1% of
the Fund's net assets. On days for which the values of the Fund's net assets
are not determined, the fee is accrued on the most recently determined net
assets adjusted for subsequent daily income and expense accruals. The adviser
has obligated itself to reimburse the Fund to the extent the Fund's total annual
expenses, excluding taxes, interest and extraordinary litigation expenses,
during any of its fiscal years, exceed 1.25% of its average daily net asset
value in such year.
Under the agreement, the investment adviser furnishes at its own expense
office space to the Fund and all necessary office facilities, equipment, and
personnel for managing the assets of the Fund. The investment adviser also pays
all expenses of marketing shares of the Fund, all expenses in determination of
daily price computations, placement of securities orders and related
bookkeeping.
The Fund pays all expenses incident to its operations and business not
specifically assumed by the investment adviser, including expenses relating to
custodial, legal, and auditing charges; printing and mailing reports and
prospectuses to existing shareholders; taxes and corporate fees; maintaining
registration of the Fund under the Investment Company Act and registration of
its shares under the Securities Act of 1933; and complying with the securities
laws of certain states.
<PAGE>
DISTRIBUTIONS
- -------------
The Fund intends to distribute to shareholders substantially all net
investment income and any net capital gains realized from sales of the Fund's
portfolio securities.
Dividends from net investment income and distributions from any net
realized capital gains are reinvested in additional shares of the Fund unless
the shareholder has requested in writing to have them paid by check.
FEDERAL INCOME TAX
- ------------------
The Fund intends to qualify to be taxed as a regulated investment company
under the Internal Revenue Code so as to be relieved of federal income tax on
its capital gains and net investment income currently distributed to its
shareholders. Dividends from investment income and net short-term capital gains
are taxable as ordinary income. Distributions of long-term capital gains are
taxable as long-term capital gains regardless of the length of time shares in
the Fund have been held. Distributions are taxable, whether received in cash or
reinvested in shares of the Fund.
Each shareholder is advised annually of the source or sources of
distributions for federal income tax purposes. A shareholder who is not subject
to federal income taxation will not be required to pay tax on distributions
received.
If shares are purchased shortly before a record date for a distribution,
the shareholder will, in effect, receive a return of a portion of his
investment, but the distribution will be taxable to him even if the net asset
value of the shares is reduced below the shareholder's cost. However, for
federal income tax purposes the original cost would continue as the tax basis.
If shares are redeemed within six months, any loss on the sale of those shares
would be long-term capital loss to the extent of any distributions of long-term
capital gains that the shareholder has received on those shares.
If a shareholder fails to furnish his social security or other tax
identification number or to certify properly that it is correct, the Fund may be
required to withhold federal income tax at the rate of 31% ("backup
withholding") from dividend, capital gain and redemption payments to him.
Dividend and capital gain payments may also be subject to backup withholding if
the shareholder fails to certify properly that he is not subject to backup
withholding due to the under-reporting of certain
income. These certifications are contained in the New Account Purchase
Application which should be completed and returned to the Fund when the initial
investment is made.
THE FUND
- --------
The Fund was incorporated in Maryland on December 18, 1996 and commenced
operations as an open-end diversified management investment company on
_________________________. Each share of capital stock, $.01 par value, is
entitled to share pro rata in any dividends and other distributions on shares
declared by the board of directors, to one vote per share in elections of
directors and other matters presented to shareholders, and to equal rights per
share in the event of liquidation.
The Fund issues annual reports to shareholders containing financial
statements audited by its independent auditors, Arthur Andersen LLP. The Fund
also issues interim quarterly reports containing lists of securities owned by
the Fund.
<PAGE>
The Fund may provide information about its total return and average annual
total return in letters to shareholders or in sales materials. Total return is
the percentage change in value during the period of an investment in the Fund,
including the value of shares acquired through reinvestment of all dividend and
capital gains distributions. Average annual total return is the average annual
compounded rate of change in value represented by the total return for the
period. Performance quotations for any period when an expense limitation is in
effect will be greater than if the limitation had not been in effect. The
Fund's performance may also be compared to various indices. See the Statement
of Additional Information for a more complete explanation.
All performance data is based on the Fund's past investment results and
does not predict future performance. Investment performance, which will vary,
is based on many factors, including market conditions, the composition of the
Fund's portfolio, and the Fund's operating expenses. Investment performance
also reflects the risks associated with the Fund's investment objective and
policies. These factors should be considered when comparing the Fund's
investment results to those of other mutual funds and other investment vehicles.
According to the law of Maryland, under which the Fund is incorporated, and
the Fund's bylaws, the Fund is not required to hold an annual meeting of
shareholders unless required to do so under the Investment Company Act.
Inquiries regarding the Fund should be directed to the Fund at its address or
telephone number shown on the front cover.
The Fund will call a meeting of shareholders for the purpose of voting upon
the question of removal of a director or directors when requested in writing to
do so by record holders of at least 10% of the Fund's outstanding common shares,
and in connection with such meeting will comply with the provisions of section
16(c) of the Investment Company Act concerning assistance with a record
shareholder communication asking other record shareholders to join in that
request.
<PAGE>
Papp America-Pacific Rim Fund, Inc.
(a pure no-load fund)
Investment Adviser
L. Roy Papp & Associates
4400 North 32nd Street
Suite 280
Phoenix, AZ 85018
Telephone: (602) 956-0980
Custodian
Founders Bank of Arizona
7335 E. Doubletree Ranch Rd.
Scottsdale, AZ 85258
Transfer and Dividend Disbursing Agent
L. Roy Papp & Associates
4400 North 32nd Street
Suite 280
Phoenix, AZ 85018
Independent Auditors
Arthur Andersen LLP
Two North Central Avenue
Phoenix, AZ 85004
Legal Counsel
Bell, Boyd & Lloyd
70 West Madison Street
Chicago, IL 60602
<PAGE>
SUBJECT TO COMPLETION
PRELIMINARY STATEMENT OF ADDITIONAL INFORMATION
DATED FEBRUARY 26, 1997
A registration statement relating to these securities has been filed with the
Securities and Exchange Commission but has not yet become effective. Information
contained herein is subject to completion or amendment. These securities may not
be sold nor may offers to buy be accepted prior to the time the registration
statement becomes effective. This statement of additional information shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sales of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state.
PAPP AMERICA-PACIFIC RIM FUND, INC.
Statement of Additional Information
-----------------------------------
, 1997
4400 North 32nd Street - Suite #280
Phoenix, Arizona 85018
Phone (602) 956-1115
(800) 421-4004
--------------------------------
Table of Contents
<TABLE>
<CAPTION>
<S> <C>
Additional Information........................................1
Investment Policies and Restrictions..........................2
Investment Adviser............................................3
Directors and Officers........................................4
Performance Information.......................................4
Purchasing and Redeeming Shares...............................5
Additional Tax Information....................................6
Portfolio Transactions........................................6
Custodian.....................................................7
Transfer Agent................................................7
Independent Auditors Report...................................8
Statement of Assets and Liabilities...........................9
</TABLE>
------------------------------
Additional Information
- ----------------------
This Statement of Additional Information is not a prospectus, but provides
information that should be read in conjunction with the Fund's prospectus dated
, 1997 and any supplement thereto.
The prospectus may be obtained from the Fund at no charge by writing or
telephoning the Fund at its address or telephone number shown above.
<PAGE>
Investment Policies and Restrictions
- ------------------------------------
The Fund's investment objective is stated in the prospectus on the front
cover and under "Investment Objective." The manner in which the Fund pursues
its investment objective is discussed in the prospectus under the captions
"Investment Methods" and "Risk Factors." The investment restrictions are set
forth in full immediately below.
The Fund will not:
1. To the extent of 75% of its assets (valued at time of investment),
invest more than 5% of its assets (valued at such time) in securities
of any one issuer, except in obligations of the United States
Government and its agencies and instrumentalities;
2. Acquire securities of any one issuer that at time of investment
(a) represent more than 10% of the voting securities of the issuer or
(b) have a value greater than 10% of the value of the outstanding
securities of the issuer;
3. Invest more than 25% of its assets (valued at time of investment)
in securities of companies in any one industry;
4. Invest in repurchase agreements or reverse repurchase agreements;
5. Borrow money except from banks for temporary or emergency purposes
in amounts not exceeding 10% of the value of the Fund's assets at the
time of borrowing (the Fund will not purchase additional securities
when its borrowings exceed 5% of the value of its assets);
6. Underwrite the distribution of securities of other issuers, or
acquire "restricted" securities that, in the event of a resale, might
be required to be registered under the Securities Act of 1933 on the
ground that the Fund could be regarded as an underwriter as defined by
that Act with respect to such resale;
7. Purchase or sell commodities, commodity contracts or options;
8. Make margin purchases or short sales of securities;
9. Invest in companies for the purpose of management or the
exercise of control;
10. Make loans (but this restriction shall not prevent the Fund from
investing in debt securities, subject to the 5% limitation stated in
restriction 4 above);
11. Issue any senior security except to the extent permitted under the
Investment Company Act of 1940.
Restrictions 1 through 11 listed above are fundamental policies, and may be
changed only with the approval of a "majority of the outstanding voting
securities" as defined in the Investment Company Act.
<PAGE>
The Fund has also adopted the following restrictions that may be changed by the
Board of Directors without shareholder approval:
a. Invest more than 5% of its assets (valued at time of investment)
in securities of issuers with less than three years' operation
(including predecessors);
b. Invest more than 5% of its assets (valued at time of investment)
in securities that are not readily marketable;
c. Acquire securities of other investment companies except (a) by
purchase in the open market, where no commission or profit to a
sponsor or dealer results from such purchase other than the customary
broker's commission and (b) where the acquisition results from a
dividend or a merger, consolidation or other reorganization [in
addition to this investment restriction, the Investment Company Act of
1940 provides that the Fund may neither purchase more than 3% of the
voting securities of any one investment company nor invest more than
10% of the Fund's assets (valued at time of investment) in all
investment company securities purchased by the Fund];
d. Pledge, mortgage or hypothecate its assets, except for temporary
or emergency purposes and then to an extent not greater than 15% of
its total assets at cost;
e. Purchase or sell real estate or interests in real estate, although
it may invest in marketable securities of enterprises that invest in
real estate or interests in real estate;
f. Invest in or write puts, calls, straddles or spreads;
g. Invest in oil, gas or other mineral exploration or development
programs, although it may invest in marketable securities of
enterprises engaged in oil, gas or mineral exploration;
h. Invest more than 5% of its net assets (valued at time of
investment) in warrants, nor more than 2% of its net assets in
warrants that are not listed on the New York or American Stock
Exchanges.
Investment Adviser
- ------------------
Information on the Fund's investment adviser, L. Roy Papp & Associates, is
set forth in the prospectus under "Management of the Fund" and "Investment
Adviser," and is incorporated herein by reference.
The adviser is an Arizona general partnership owned and controlled by its
partners, of whom there were 10 at the date of this Additional Information
Statement: L. Roy Papp, Harry A. Papp, Robert L. Mueller, Rosellen C. Papp,
Bruce C. Williams, George D. Clark, Jr., Jeffery N. Edwards, Robert L. Hawley,
Victoria S. Cavallero, and Julie A. Hein.
<PAGE>
The Advisory Agreement provides that the adviser shall not be liable for
any loss suffered by the Fund or its shareholders as a consequence of any act or
omission in connection with services under the Agreement, except by reason of
the adviser's willful misfeasance, bad faith, gross negligence, or reckless
disregard of its obligations and duties under the Advisory Agreement.
The Advisory Agreement expires on September 24, 1998, but may be continued
from year to year only so long as the continuance is approved annually (a) by
the vote of a majority of the Directors of the Fund who are not "interested
persons" of the Fund or the adviser cast in person at a meeting called for the
purpose of voting on such approval, and (b) by the Board of Directors or by the
vote of a majority (as defined in the 1940 Act) of the outstanding shares of the
Fund. The Agreement will terminate automatically in the event of its assignment
(as defined in the 1940 Act).
Directors and Officers
- ----------------------
Information about the directors and officers of the Fund and their
principal business activities during the past five years is set forth in the
prospectus under "Management of the Fund", and is incorporated herein by
reference.
All of the directors, except James K. Ballinger, Amy S. Clague, and Carolyn
P. O'Malley are partners of L. Roy Papp & Associates, the Fund's investment
adviser, and serve without any compensation from the Fund. The following table
sets forth compensation expected to be paid by the Fund and by all of the Papp
Funds (the Fund, Papp America-Abroad Fund, and The L. Roy Papp Stock Fund) to
Mr. Ballinger, Mrs. Clague, and Mrs. O'Malley during the fiscal year ending
December 31, 1997. Neither the Fund nor any of the Papp funds has any pension
or retirement plan.
<TABLE>
<CAPTION>
Estimated Aggregate Estimated Total Compensation from the
Compensation Fund, Papp America-Abroad Fund and The
Name of Director From the Fund L. Roy Papp Stock Fund Paid to Directors
- ---------------- ------------------- ----------------------------------------
<S> <C> <C>
James K. Ballinger $400.00 $6000.00
Amy S. Clague $400.00 $6000.00
Carolyn P. O'Malley $400.00 $ 400.00
</TABLE>
At the date of this Additional Information Statement, L. Roy Papp, who provided
the Fund's organizational capital, owned 100% of the Fund's outstanding common
stock and therefore controlled the Fund.
Performance Information
- -----------------------
From time to time the Fund may quote total return figures. "Total Return"
for a period is the percentage change in value during the period of an
investment in Fund shares, including the value of shares acquired through
reinvestment of all dividends and capital gains distributions. "Average Annual
Total Return" is the average annual compounded rate of change in value
represented by the Total Return Percentage for the period.
<PAGE>
Average Annual Total Return is computed as follows:
ERV = P(1 + T)/n/
Where: P = the amount of an assumed initial investment in Fund shares
T = average annual total return
n = number of years from initial investment to the end of the
period
ERV = ending redeemable value of shares held at the end of the
period
The Fund imposes no sales charge and pays no distribution expenses. Income
taxes are not taken into account. The Fund's performance is a function of
conditions in the securities markets, portfolio management, and operating
expenses. Although information such as that shown above is useful in reviewing
the Fund's performance and in providing some basis for comparison with other
investment alternatives, it should not be used for comparison with other
investments using different reinvestment assumptions or time periods.
In advertising and sales literature, the Fund's performance may be compared
with that of market indices and other mutual funds. In addition to the above
computations, the Fund might use comparative performance as computed in a
ranking determined by Lipper Analytical Services, Inc., Morningstar, Inc., or
that of another service.
Purchasing and Redeeming Shares
- -------------------------------
Purchases and redemptions are discussed in the Fund's prospectus under the
headings "Purchasing Shares" and "Redeeming Shares." All of that information is
incorporated herein by reference.
The Fund's net asset value is determined on days on which the New York
Stock Exchange is open for trading, which regularly is every day except Saturday
and Sunday. However, that Exchange is also closed on New Year's Day, the third
Monday in February, Good Friday, the last Monday in May, Independence Day, Labor
Day, Thanksgiving Day and Christmas Day, and if one of those holidays should
fall on a Saturday or a Sunday, on the preceding Friday or the following Monday,
respectively. Net asset value will not be computed on the days of observance of
those holidays, unless, in the judgment of the board of directors, it should be
determined on any such day, in which case the determination will be made as of
1:00 p.m., Phoenix time.
The Fund has elected to be governed by rule 18f-1 under the Investment
Company Act pursuant to which it is obligated to redeem shares solely in cash up
to the lesser of $250,000 or 1% of the net asset value of the Fund during any
90-day period for any one shareholder. Redemptions in excess of the above
amounts will normally be paid in cash, but may be paid wholly or partly by a
distribution in kind of securities.
Redemptions will be made at net asset value. See "Determination of Net
Asset Value" in the prospectus, which information is incorporated herein by
reference.
<PAGE>
Additional Tax Information
- --------------------------
See "Federal Income Tax" in the prospectus. All that information is
incorporated herein by reference.
Portfolio Transactions
- ----------------------
The Fund expects that its annual portfolio turnover rate will not exceed
25% under normal conditions, a turnover rate less than that of most mutual funds
that invest primarily in common stocks. However, there can be no assurance that
the Fund will not exceed this rate, and the portfolio turnover rate may vary
from year to year.
The investment adviser places portfolio transactions of the Fund with those
securities brokers and dealers that it believes will provide the best value in
transaction and research services for the Fund, either in a particular
transaction or over a period of time. Although some transactions involve only
brokerage services, some involve research services as well.
In valuing brokerage services, the investment adviser makes a judgment as
to which brokers are capable of providing the most favorable net price (not
necessarily the lowest commission considered alone) and the best execution in a
particular transaction. Best execution connotes not only general competence and
reliability of a broker, but specific expertise and effort of a broker in
overcoming the anticipated difficulties in fulfilling the requirements of
particular transactions, because the problems of execution and the required
skills and effort vary greatly among transactions.
In valuing research services, the investment adviser makes a judgment of
the usefulness of research and other information provided by a broker to the
investment adviser in managing the Fund's investment portfolio. The
information, e.g., data or recommendations concerning particular securities,
relates to the specific transaction placed with the broker. The extent, if any,
to which the obtaining of such information may reduce the expenses of the
adviser in providing management services to the Fund is not determinable. In
addition, it is understood by the Board of Directors that other clients of the
investment adviser might also benefit from the information obtained for the
Fund, in the same manner that the Fund might also benefit from information
obtained by the investment adviser in performing services to others.
The reasonableness of brokerage commissions paid by the Fund in relation to
transaction and research services received is evaluated by the staff of the
investment adviser on an ongoing basis. The general level of brokerage charges
and other aspects of the Fund's portfolio transactions are reviewed periodically
by the Board of Directors.
Transactions of the Fund in the over-the-counter market are executed with
primary market makers acting as principal except where it is believed that
better prices and execution may be obtained otherwise.
Subject to the overriding objective of seeking the best value in
transaction and research services for the Fund, the adviser may select those
brokers and dealers who have made recommendations resulting in sales of Fund
shares.
<PAGE>
Although investment decisions for the Fund are made independently from
those for other investment advisory clients of L. Roy Papp & Associates, it may
develop that the same investment decision is made for both the Fund and one or
more other advisory clients. If both the Fund and other clients purchase or sell
the same class of securities on the same day, the transactions will be allocated
as to amount and price in a manner considered equitable to each.
Custodian
- ---------
Founders Bank of Arizona, 7335 E. Doubletree Ranch Road, Scottsdale, AZ
85258, is the custodian for the Fund. It is responsible for holding all
securities and cash of the Fund, receiving and paying for securities purchased,
delivering against payment securities sold, receiving and collecting income from
investments, making all payments covering expenses of the Fund, and performing
other administrative duties, all as directed by authorized persons of the Fund.
The custodian does not exercise any supervisory function in such matters as
purchase and sale of portfolio securities, payment of dividends, or payment of
expenses of the Fund. The Fund has authorized the custodian to deposit certain
portfolio securities in central depository systems as permitted under federal
law. The Fund may invest in obligations of the custodian and may purchase or
sell securities from or to the custodian.
Transfer Agent
- --------------
L. Roy Papp & Associates, the investment adviser to the Fund, also acts as
transfer, dividend disbursing, and shareholder servicing agent for the Fund
pursuant to a written agreement with the Fund. Under the agreement, L. Roy Papp
& Associates is responsible for administering and performing transfer agent
functions, for acting as service agent in connection with dividend and
distribution functions, for performing shareholder account administration agent
functions in connection with the issuance, transfer and redemption of the Fund's
shares, and maintaining necessary records in accordance with applicable laws,
rules and regulations.
For its services L. Roy Papp & Associates receives from the Fund a monthly
fee of $.75 for each shareholder account of the Fund, $.50 for each dividend
paid on a shareholder account, and $1.00 for each purchase (other than by
reinvestment, transfer or redemption) of shares of the Fund. The Board of
Directors of the Fund has determined the charges by L. Roy Papp & Associates to
the Fund are comparable to the charges of others performing similar services. L.
Roy Papp & Associates has agreed to make no charges for the provision of these
services until January 1, 1999.
<PAGE>
[LETTERHEAD OF ARTHUR ANDERSEN LLP]
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareholders and Board of Directors of
Papp America - Pacific Rim Fund, Inc.:
We have audited the accompanying statement of assets and liabilities of PAPP
AMERICA - PACIFIC RIM FUND, INC. (a Maryland corporation), as of February 19,
1997. The statement of assets and liabilities is the responsibility of Papp
America - Pacific Rim Fund, Inc. management. Our responsibility is to express an
opinion on the statement of assets and liabilities based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the statement of net assets is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the statement assets and liabilities. Our
procedures included confirmation of cash held by the custodian as of February
19, 1997. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the statement of assets and liabilities referred to above
presents fairly, in all material respects, the assets and liabilities of Papp
America - Pacific Rim Fund, Inc. as of February 19, 1997, in conformity with
generally accepted accounting principles.
/s/ Arthur Andersen LLP
Phoenix, Arizona
February 19, 1997.
<PAGE>
PAPP AMERICA - PACIFIC RIM FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES
FEBRUARY 19, 1997
<TABLE>
<CAPTION>
ASSETS
<S> <C>
CASH $100,000
--------
Total assets $100,000
========
LIABILITIES
Total liabilities $ -
========
NET ASSETS
NET ASSETS $100,000
========
Shares outstanding 10,000
Net asset value, offering and redemption price per share $ 10.00
========
</TABLE>
The accompanying notes are an integral part of this financial statement.
<PAGE>
PAPP AMERICA - PACIFIC RIM FUND, INC.
NOTES TO STATEMENT OF ASSETS AND LIABILITIES
FEBRUARY 19, 1997
(1) THE FUND:
Papp America - Pacific Rim Fund, Inc. was organized as a Maryland corporation on
December 18, 1996, and has been inactive since that date except for matters
relating to its organization, its registration as an open-end investment company
and the registration of its shares under the Investment Company Act of 1940, as
amended, and the Securities Act of 1933, as amended, and the sale of the
outstanding shares to a partner of L. Roy Papp & Associates, the Fund's
investment adviser. The Fund is authorized to issue 5,000,000 shares of capital
stock ($.01 par value). All costs to organize the Fund have been paid by L. Roy
Papp & Associates, the Fund's adviser, and will not be reimbursed by the Fund.
(2) RELATED PARTIES:
L. Roy Papp & Associates will act as investment adviser to and manage the
investment and reinvestment of the assets of the Fund. For these services, the
Fund has agreed to pay an annual management fee of 1.00% of its average daily
net assets as described in the Prospectus.
(3) TAXES:
The Fund intends to comply with the requirements of the Internal Revenue Code
necessary to qualify as a regulated investment company and make the requisite
distributions of income to its shareholders which will be sufficient to relieve
it from all or substantially all federal income taxes.
<PAGE>
Part C
------
Other Information
-----------------
Item 24. Financial Statements and Exhibits
---------------------------------
(a) Financial Statements:
--------------------
(1) Financial Statements included in Part B (there are none in part A):
Independent auditor's report
Statement of assets and liabilities, February 19, 1997
(2) Financial statements included in Part C.
None
(b) Exhibits
1. Articles of Incorporation*
2. Bylaws*
3. None
4. None
5. Investment Advisory Agreement*
6. None
7. None
8. Custodian Agreement*
9. Transfer Agency Agreement*
10. Opinion and consent of Bell, Boyd & Lloyd
10.1 Opinion and consent of Piper & Marbury, L.L.P.
11. Consent of independent auditors
12. None
13. Initial Subscription Agreement*
13.1 New Account Purchase Application
14. None
15. None
16. None
27. Financial Data Schedule
_______________________________________________
* Previously filed. Incorporated by reference to the exhibit of the same
number filed with Registrant's registration statement on Form N-1A filed
on January 3, 1997 with the Securities and Exchange Commission pursuant
to the Securities Act of 1933 (File No. 333-19235) (the "Registration
Statement").
<PAGE>
Item 25. Persons Controlled By or Under Common Control with Registrant
- ------- -------------------------------------------------------------
The registrant does not consider that there are any persons directly or
indirectly controlling, controlled by, or under common control with, the
registrant within the meaning of this item. The information in the prospectus
under the captions "Management of the Fund" and "Investment Adviser" and in the
Statement of Additional Information under the captions "Directors and Officers"
and "Investment Adviser" is incorporated by reference.
Item 26. Number of Holders of Securities
- ------- -------------------------------
As of the date of filing of this registration statement there were no
record holders of capital stock of registrant. The registrant has no other
class of securities.
Item 27. Indemnification
- ------- ---------------
Section 2-418 of the General Corporation Law of Maryland authorizes the
registrant to indemnify its directors and officers under specified
circumstances. Section 9.01 of Article IX of the bylaws of the registrant
(exhibit 2 to the registration statement, which is incorporated herein by
reference) provides in effect that the registrant shall provide certain
indemnification of its directors and officers. In accordance with section 17(h)
of the Investment Company Act, this provision of the bylaws shall not protect
any person against any liability to the registrant or its shareholders to which
he or she would otherwise be subject by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the
conduct of his or her office.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issuer.
Item 28. Business and Other Connections of Investment Adviser
- ------- ----------------------------------------------------
The information in the prospectus under the captions "Management of the
Fund" and "Investment Adviser" is incorporated by reference. Neither L. Roy Papp
& Associates nor any of its partners has at any time during the past two years
been engaged in any other business, profession, vocation or employment of a
substantial nature either for its, his or her own account or in the capacity of
director, officer, employee, partner or trustee.
Item 29. Principal Underwriters
- ------- ----------------------
None
<PAGE>
Item 30. Location of Accounts and Records
- ------- --------------------------------
Rosellen C. Papp, Treasurer
Papp America-Pacific Rim Fund, Inc.
4400 North 32nd Street, Suite 280
Phoenix, AZ 85018
Item 31. Management Services
- ------- -------------------
None
Item 32. Undertakings
- ------- ------------
The registrant undertakes to file a post-effective amendment containing
financial statements, which need not be certified, within four to six months
from the effective date of this registration statement.
The Fund will call a meeting of shareholders for the purpose of voting upon
the question of removal of a director or directors when requested in writing to
do so by record holders of at least 10% of the Fund's outstanding common shares,
and in connection with such meeting will comply with the provisions of section
16(c) of the Investment Company Act of 1940 concerning assistance with a record
shareholder communication asking other shareholders to join in that request.
INDEX FOR EXHIBITS
EXHIBIT NO. DESCRIPTION PAGE NUMBER
- ---------- ----------- -----------
1. Articles of Incorporation
2. Bylaws
3. None
4. None
5. Investment Advisory Agreement
6. None
7. None
8. Custodian Agreement
9. Transfer Agency Agreement
10. Opinion and consent of Bell, Boyd & Lloyd
10.1 Opinion and consent of Piper & Marbury, L.L.P.
11. Consent of independent auditors
12. None
13. Initial Subscription Agreement
13.1 New Account Purchase Application
14. None
15. None
16. None
27. Financial Data Schedule
- --------------------------------------------------
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Phoenix, Arizona on March 3, 1997.
Papp America-Pacific Rim Fund, Inc.
By: /s/ L. Roy Papp
-------------------------------
L. Roy Papp, Chairman
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ L. Roy Papp Director and Chairman )
- ------------------------- (principal executive and )
L. Roy Papp financial officer) )
)
)
/s/ Harry A. Papp Director and President )
- ------------------------- )
Harry A. Papp )
)
)
/s/ Robert L. Mueller Director, Vice President )
- ------------------------- and Secretary )
Robert L. Mueller )
)
) March 3, 1997
/s/ Bruce C. Williams Director and Vice President )
- ------------------------- )
Bruce C. Williams )
)
)
/s/ Rosellen C. Papp Director, Vice President and )
- ------------------------- Treasurer (principal accounting )
Rosellen C. Papp officer) )
)
)
/s/ James K. Ballinger Director )
- ------------------------- )
James K. Ballinger )
)
)
/s/ Amy S. Clague Director )
- ------------------------- )
Amy S. Clague )
)
)
/s/ Carolyn P. O'Malley Director )
- ------------------------- )
Carolyn P. O'Malley )
</TABLE>
<PAGE>
Exhibit 10
BELL, BOYD & LLOYD
Three First National Plaza
70 West Madison Street, Suite 3300
Chicago, Illinois 60602-4207
312 372 1121
Fax: 312 372 2098
March 3, 1997
Papp America-Pacific Rim Fund, Inc.
4400 North 32nd Street
Suite 280
Phoenix, Arizona 85018
Ladies and Gentlemen:
We have acted as counsel for Papp America-Pacific Rim Fund, Inc., a
Maryland corporation (the "Fund"), in connection with the registration under the
Securities Act of 1933 (the "Act") of an indefinite number of shares of its
capital stock, $0.01 par value per share (the "shares"), pursuant to the Fund's
registration statement, no. 333-19235 on Form N-1A (the "registration
statement"). In this connection, we have examined originals, or copies certified
or otherwise identified to our satisfaction, of such documents, corporate and
other records, certificates and other papers as we deemed it necessary to
examine for the purpose of this opinion, including the articles of incorporation
and bylaws of the Fund, resolutions of the board of directors authorizing the
issuance of the shares, and the registration statement.
Based upon the foregoing examination, we are of the opinion that:
1. The Fund is a corporation duly organized and legally existing in good
standing under the laws of Maryland.
2. Upon the issuance and delivery of the shares in accordance with the
articles of incorporation of the Fund and the resolutions of the board
of directors authorizing the issuance of its shares and the receipt by
the Fund of a purchase price of not less than the net asset value or
the par value per share, the shares will be legally issued and
outstanding, fully paid and nonassessable.
In giving this opinion, we have relied upon the opinion of Piper & Marbury,
L.L.P. to us dated February 28, 1997, and have made no independent inquiry with
respect to any matter covered by such opinion. Further, we have assumed that the
number of shares issued by the Fund at any time will not exceed the total number
of shares authorized to be issued by the Fund's articles of incorporation.
We consent to the filing of this opinion as an exhibit to the registration
statement. In giving this consent we do not admit that we are in the category
of persons whose consent is required under section 7 of the Act.
Very truly yours,
/s/ Bell, Boyd & Lloyd
<PAGE>
EXHIBIT 10.1
PIPER & MARBURY
L.L.P.
CHARLES CENTER SOUTH
36 SOUTH CHARLES STREET WASHINGTON
Baltimore, Maryland 21201-3018 NEW YORK
410-539-2530 PHILADELPHIA
FAX: 410-539-0489 EASTON
February 28, 1997
Papp America-Pacific Rim Fund, Inc.
4400 North 32nd Street, Suite #280
Phoenix, Arizona 85018
Registration Statement on Form N-1A
-----------------------------------
Gentlemen:
We have acted as special Maryland counsel to Papp America-Pacific Rim Fund,
Inc. (the "Fund"), in connection with the registration by the Fund of an
indefinite number of shares of its Common Stock, par value $0.01 per share
(the "Shares"), pursuant to a registration statement on Form N-1A (File No.
333-19235), as amended (the "Registration Statement"), under the Securities Act
of 1933, as amended, and the Investment Company Act of 1940, as amended.
In this capacity, we have examined the Fund's charter and by-laws, the
proceedings of the Board of Directors of the Fund authorizing the issuance of
the Shares from time to time in accordance with the Registration Statement, and
such other statutes, certificates, instruments and documents relating to the
Fund and matters of law as we have deemed necessary to the issuance of this
opinion. In such examination, we have assumed the genuineness of all
signatures, the conformity of final documents in all material respects to the
versions thereof submitted to us in draft form, the authenticity of all
documents submitted to us as originals, and the conformity with originals of all
documents submitted to us as copies. As to factual matters, we have relied on
the Certificate of the Secretary and have not independently verified the matters
stated therein.
Based upon the foregoing, and limited in all respects to applicable
Maryland law, we are of the opinion and advise you that:
1. The Fund has been duly incorporated and is validly existing as a
corporation under the laws of the State of Maryland.
<PAGE>
Piper & Marbury
L.L.P.
Papp America-Pacific Rim Fund, Inc.
February 28, 1997
Page 2
2. The Shares to be issued by the Fund pursuant to the Registration
Statement have been duly authorized and, when issued as contemplated in the
Registration Statement, will be validly issued, fully paid and nonassessable.
Messrs. Bell, Boyd & Lloyd are authorized to rely upon this opinion in
rendering any opinion to the Fund which is to be filed as an exhibit to the
Registration Statement. We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the reference to our firm in the
Registration Statement and the related Prospectus. In giving this consent, we
do not thereby admit that we are within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the rules
and regulations of the Securities and Exchange Commission promulgated
thereunder.
Very truly yours,
/s/ Piper & Marbury L.L.P.
<PAGE>
ARTHUR ANDERSEN LLP Exhibit 11
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
(and to all references to our firm) included in or made a part of this
registration statement.
/s/ Arthur Andersen LLP
Phoenix, Arizona,
February 19, 1997.
<PAGE>
PAPP AMERICA-PACIFIC RIM FUND, INC.
[LINE DRAWING OF L. ROY PAPP]
4400 NORTH 32ND STREET
NEW ACCOUNT PURCHASE APPLICATION SUITE 280
PHOENIX, ARIZONA 85018
(602) 956-1115
(800) 421-4004
Dated:_____________________________
Make checks payable to, and mail to: Papp America-Pacific Rim Fund, Inc., 4400
North 32nd Street, Suite 280, Phoenix, AZ 85018
................................................................................
1 AMOUNT OF PURCHASE: $_______ ($5,000 minimum for new account, except for
Individual Retirement Accounts (IRAs) where the minimum is $1,000)
................................................................................
2 REGISTRATION: (check one)
[_] Individual or
Joint Account:___________________________ _______________________________
(Individual) (Joint Tenant, if any)
[_] Transfer (or Gift) to Minor:______________, Custodian for__________________
(Custodian) (Minor)
Under the Uniform Transfers (or Gifts) to Minors Act of____________________
(State of residence)
[_] IRA:_________________________Custodian for_________________________________
(Custodian) (Individual)
IRA IRA Rollover (circle one)
[_] Other:(Corporations, Trusts, or others):___________________________________
(Trustee(s), corporation,
partnership or other entity)
- --------------------------------------------------------------------------------
................................................................................
3 ADDRESS OF RECORD:__________________________________________________________
City ______________________ State___________Zip__________Telephone( )__________
4 CITIZENSHIP: [_] United States [_] Other (specify)_______________________
................................................................................
5 SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER:________________________________
Page 1 of 2
(Please complete both sides of this application)
<PAGE>
NEW ACCOUNT PURCHASE APPLICATION
6 DISTRIBUTIONS - Dividends and capital gain distributions will be reinvested
automatically in additional shares (whole and fractional) unless the Fund is
otherwise instructed in writing. If you wish all or a portion of
distributions to be paid in cash, please so indicate.
[ ] Pay income dividends [ ] Pay any capital gains
in cash distributions in cash
- --------------------------------------------------------------------------------
7 AGREEMENT - By signing this Application, I certify that I have received and
read the prospectus and agree to its terms and that all information provided
in the Application is correct.
- --------------------------------------------------------------------------------
8 TAX CERTIFICATIONS - Under penalties of perjury, I certify that:
1. the number shown on this Application is my correct Social Security or
other tax identification number (or I am waiting for a number to be
issued to me), and
2. I am not subject to backup withholding, either because the IRS has not
notified me that I am subject to backup withholding for failure to report
dividend or interest income, or because the IRS has notified me that I am
no longer subject to backup withholding.
The IRS does not require your consent to any provision of this document
other than the certifications required to avoid backup withholding (under
the heading "Tax Certification").
- --------------------------------------------------------------------------------
SIGNATURE:
---------------------------- --------------------------------------
(signature of shareholder) (signature of joint investor, if any)
- --------------------------------------------------------------------------------
Each transaction in your account will be confirmed in writing. The Fund does not
issued stock certificates. All full and fractional shares are held in book entry
form.
Page 2 of 2
(Please complete both sides of this application)
