<PAGE>
As filed with the Securities and Exchange Commission on October 1, 1997
1933 Act Reg. No. 333-19235
1940 Act File No. 811-8005
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
-------------------------------
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]
POST-EFFECTIVE AMENDMENT NO. 1 [X]
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
AMENDMENT NO. 3 [X]
-------------------------------
PAPP AMERICA - PACIFIC RIM FUND, INC.
(Registrant)
4400 North 2nd 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 Three First National Plaza, #3300
Phoenix, Arizona 85018 Chicago, Illinois 60602
(Agents for Service)
-------------------------------
It is proposed that this filing will become effective:
X immediately upon filing pursuant to rule 485(b)
___
___ on _________________ pursuant to rule 485(b)
___ 60 days after filing pursuant to rule 485(a)(1)
___ on _________________ pursuant to rule 485(a)(1)
___ 75 days after filing pursuant to rule 485(a)(2)
___ on _________________ pursuant to rule 485(a)(2)
Registrant has previously elected to register an indefinite number of its 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 intends to
file its Rule 24f-2 Notice for the fiscal year ending December 31, 1997 on or
before March 31, 1998 in accordance with Rule 24f-2.
<PAGE>
Papp America-Pacific Rim Fund, Inc.
Cross-reference sheet pursuant to rule 495(a) of Regulation C
Part A (Prospectus)
<TABLE>
<CAPTION>
Item Location or Caption*
- ---- --------------------
<C> <S>
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
</TABLE>
- ------------
* References are to captions within the part of the registration statement to
which the particular item relates except as otherwise indicated.
<PAGE>
<TABLE>
<CAPTION>
Item Location or Caption*
- ---- -------------------
<C> <S>
8(a) Redeeming Shares
(b) Purchasing Shares
(c) & (d) Redeeming Shares
9 Not Applicable
</TABLE>
- ----------
* References are to captions within the part of the registration statement to
which the particular item relates except as otherwise indicated.
<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>
PAPP AMERICA-PACIFIC RIM FUND, INC.
Supplement dated October 1, 1997 to Prospectus dated March 14, 1997
-------------------------------------------------------------------
[insert under telephone numbers on cover page]
Email: [email protected]
Internet: http://www.roypapp.com
[replace the first paragraph on the cover page under "No sales or redemption
charges" with the following:]
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 ("SEC") 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. If you have access to the Internet, you may also
obtain the Statement of Additional Information, any material incorporated by
reference and other information that the Fund has filed with the SEC, by
visiting the SEC's web site (http://www.sec.gov).
[insert on page 3 below "Expenses"]
Financial Highlights
- --------------------
The information below shows the results of an investment in the Fund from the
commencement of operations on March 14, 1997 through June 30, 1997. The
selected per share data has been calculated using revenues and expenses during
the period, divided by the weighted average number of shares outstanding during
the period. The ratios are calculated using the revenues and expenses for the
period, divided by the weighted average of the daily net assets of the Fund
during the period. These results have not been audited.
<TABLE>
<CAPTION>
3/14/97 through
6/30/97
-------
<S> <C>
Net asset value, beginning of period $10.00
Income from investment operations:
Net investment income --
Net realized and unrealized gain (loss) on investments 1.98
------
Total from investment operations 1.98
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Less distributions:
Dividends from net investment income --
Distribution of net realized gain --
Total distributions --
Net asset value, end of period $11.98
======
Total return (a) 19.80%
Ratios and supplemental data:
Net assets, end of period (000) $6,889
Ratio of expenses to average net assets (b) 1.25%*
Ratio of net investment income to average net assets (c) 1.03%*
Portfolio turnover rate 5.59%*
Average commission rate per share $0.0625
</TABLE>
________________________
* Annualized.
(a) From the date of commencement of operations (March 14, 1997).
(b) If the Fund had paid all of its expenses and there had been no
reimbursement by the investment adviser, this ratio would have been 2.12%
for the period ended June 30, 1997.
(c) Computed giving effect to investment adviser's expense limitation
undertaking.
<PAGE>
- --------------------------------------------------------------------------------
Registrant has filed the information required by Part A of the registration
statement in its definitive prospectus dated March 14, 1997 and filed pursuant
to Rule 497(c) of the Securities Act of 1933 on March 17, 1997 (1933 Act No.
333-19235). That prospectus is not affected by, and is therefore not included
in, this post-effective amendment no. 1.
- --------------------------------------------------------------------------------
<PAGE>
PAPP AMERICA-PACIFIC RIM FUND, INC.
Statement of Additional Information
-----------------------------------
March 14, 1997
(supplemented October 1, 1997)
4400 North 32nd Street - Suite #280
Phoenix, Arizona 85018
(602) 956-1115
(800) 421-4004
Email: [email protected]
Internet: http://www.roypapp.com
________________________________
Table of Contents
<TABLE>
<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.......................................... 7
Financial Statements.......................................... 7
</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 March 14, 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. If you
have access to the Internet, you may also obtain the prospectus by visiting our
web site (http://www.roypapp.com).
<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 5 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.
2
<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., Jeffrey N. Edwards, Robert L. Hawley,
Victoria S. Cavallero, and Julie A. Hein.
3
<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.
4
<PAGE>
Average Annual Total Return is computed as follows:
n
ERV = P(1 + T)
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.
5
<PAGE>
Additional Tax Information
The Taxpayer Relief Act of 1997 reduced from 28% to 20% the maximum
tax rate on long-term capital gains. This reduced rate generally applies to
securities held more than 18 months and sold after July 28, 1997, and securities
held more than one year and sold between May 6, 1997 and July 29, 1997. For
more information about taxes, 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.
6
<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.
Independent Auditors
Arthur Andersen LLP, Two North Central, Suite 1000, Phoenix, Arizona
85004-2344, audits and reports on the Fund's annual financial statements,
reviews certain regulatory reports and the Fund's tax returns, and performs
other professional accounting, auditing, tax and advisory services when engaged
to do so by the Fund.
Financial Statements
The Fund's semiannual report to shareholders for the period ended June
30, 1997, a copy of which accompanies this Statement of Additional Information,
contains financial statements, notes thereto and supplementary information
entitled "Financial Highlights," all of which (but no other part of the report)
are incorporated herein by reference. Additional copies of the report may be
obtained from the Fund at no charge by writing or telephoning the Fund at its
address or telephone number shown on the cover page of this Statement of
Additional Information. The unaudited financial statements included in
7
<PAGE>
the report reflect all adjustments which are, in the opinion of management,
necessary to a fair statement of the results for the interim period presented.
Immediately following is the audited Statement of Assets and
Liabilities of the Fund and notes thereon as of February 19, 1997. That
statement shows the Fund's initial capitalization and is accompanied by the
report of Arthur Anderson LLP, the Fund's independent accountants.
8
<PAGE>
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.
9
<PAGE>
PAPP AMERICA - PACIFIC RIM FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES
FEBRUARY 19, 1997
ASSETS
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
---------
The accompanying notes are an integral part of this financial statement.
10
<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.
11
<PAGE>
PART C
OTHER INFORMATION
ITEM 24. Financial Statements and Exhibits
(a) Financial Statements:
(1) Financial Statements included in Part A of this registration
statement:
None.
(2) Financial Statements included in Part B of this amendment:
The following financial statements, but no other part of the
report, are incorporated by reference to the following
portions of Registrant's semi-annual report to shareholders
for the period from commencement of operations on March 14,
1997 through June 30, 1997:
- Schedule of Investments at June 30, 1997 (unaudited)
- Statement of Assets and Liabilities at February 19, 1997
(audited) and at June 30, 1997 (unaudited)
- Statement of Operations for the Period Ended June 30, 1997
(unaudited)
- Statement of Changes in Net Assets for the Period Ended
June 30, 1997 (unaudited)
- Report of Independent Auditors (for financial statements
at February 19, 1997)
- Notes to Financial Statements
Note: the following schedules have been omitted for the
following reasons:
Schedule I - The required information is presented in the
Schedules of Investments at June 30, 1997.
Schedules II, III, IV and V - the required information is
not present.
(b) Exhibits
1. Articles of Incorporation*
2. Bylaws*
3. None
4. None
<PAGE>
5. Investment Advisory Agreement*
6. None
7. None
8. Custodian Agreement*
9. Transfer Agency Agreement*
10.1 Opinion and consent of Bell, Boyd & Lloyd**
10.2 Opinion and consent of Piper & Marbury, L.L.P.**
11. Consent of independent auditors
12. None
13.1 Initial Subscription Agreement*
13.2 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 included in Registrant's registration statement on Form N-1A,
Securities Act file number 333-19235 (the "Registration Statement") filed
on January 3, 1997.
** Previously filed. Incorporated by reference to the exhibit of the same
number included in pre-effective amendment no. 1 to the Registration
Statement filed on March 3, 1997.
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 Advisory Agreement"
and in the Additional Information Statement under the captions "Directors and
Officers" and "Investment Adviser" is incorporated by reference.
Item 26. Number of Holders of Securities
As of September 22, 1997 there were 404 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.
<PAGE>
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 Advisory Agreement" 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
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
<PAGE>
Item 32. Undertakings
(a) Not applicable.
(b) Not applicable.
(c) Registrant hereby undertakes to furnish each person to whom a
prospectus is delivered with a copy of Registrant's latest annual
report to shareholders, upon request and without charge.
(d) Registrant hereby undertakes to call a meeting of shareholders
for the purpose of voting on the issue of removing a director or
directors when requested to do so in writing by the holders of at
least 10% of Registrant's outstanding shares, and in connection
with such meeting, to 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.
<PAGE>
INDEX FOR EXHIBITS
EXHIBIT NO. DESCRIPTION
- ----------- -----------
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*
10.1 Opinion and consent of Bell, Boyd & Lloyd**
10.2 Opinion and consent of Piper & Marbury, L.L.P.**
11. Consent of independent auditors
12. None
13.1 Initial Subscription Agreement*
13.2 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 included in Registrant's registration statement on Form N-1A,
Securities Act file number 333-19235 (the "Registration Statement") filed
on January 3, 1997.
** Previously filed. Incorporated by reference to the exhibit of the same
number included in pre-effective amendment no. 1 to the Registration
Statement filed on March 3, 1997.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940 the registrant certifies that it meets all of the
requirements for effectiveness of this registration statement pursuant to rule
485(b) under the Securities Act of 1933 and has duly caused this amendment to
the registration statement to be signed on its behalf by the undersigned,
thereto duly authorized, in Phoenix, Arizona on October 1, 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
amendment to the registration statement has been signed below by the following
persons in the capacities and on the date 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 )
)
) October 1, 1997
/s/ Bruce C. Williams Director and Vice President )
- ------------------------- )
Bruce C. Williams )
)
)
/s/ Rosellen C. Papp Director, Vice President )
- ------------------------- and Treasurer (principal )
Rosellen C. Papp accounting officer) )
)
)
/s/ James K. Ballinger Director )
- ------------------------- )
James K. Ballinger )
</TABLE>
<PAGE>
)
/s/ Amy S. Clague )
- ----------------------- Director )
Amy S. Clague )
)
)
/s/ Carolyn P. O'Malley Director )
- -----------------------
Carolyn P. O'Malley
<PAGE>
Exhibit 11
ARTHUR ANDERSEN LLP
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
September 26, 1997.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<SERIES>
<NUMBER> 01
<NAME> PAPP AMERICA-PACIFIC RIM FUND, INC.
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> MAR-14-1997
<PERIOD-END> JUN-30-1997
<INVESTMENTS-AT-COST> 6,085,813
<INVESTMENTS-AT-VALUE> 6,757,000
<RECEIVABLES> 8,763
<ASSETS-OTHER> 309,640
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 7,075,403
<PAYABLE-FOR-SECURITIES> 179,008
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 7,689
<TOTAL-LIABILITIES> 186,697
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 6,217,519
<SHARES-COMMON-STOCK> 575,164
<SHARES-COMMON-PRIOR> 10,000
<ACCUMULATED-NII-CURRENT> 5,117
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (1,276)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 671,187
<NET-ASSETS> 6,888,706
<DIVIDEND-INCOME> 15,656
<INTEREST-INCOME> 2,215
<OTHER-INCOME> (382)
<EXPENSES-NET> 12,372
<NET-INVESTMENT-INCOME> 5,117
<REALIZED-GAINS-CURRENT> (1,276)
<APPREC-INCREASE-CURRENT> 671,187
<NET-CHANGE-FROM-OPS> 675,027
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 580,863
<NUMBER-OF-SHARES-REDEEMED> 5,699
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 6,888,706
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 9,898
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 20,993
<AVERAGE-NET-ASSETS> 3,349,000
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 1.98
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 11.98
<EXPENSE-RATIO> 1.25
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
