As filed with the Securities and Exchange Commission on December 29, 1995
1933 Act Registration No. 33-12
1940 Act File No. 811-4401
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No.
-------
Post-Effective Amendment No. 31 x
------
and/or
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940
Amendment No. 33 x
------
(Check appropriate box or boxes)
PRINCIPAL PRESERVATION PORTFOLIOS, INC.
(Exact name of registrant as specified in charter)
215 NORTH MAIN STREET
WEST BEND, WISCONSIN 53095
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (414) 334-5521
ROBERT J. TUSZYNSKI
Vice President and Treasurer
PRINCIPAL PRESERVATION PORTFOLIOS, INC.
215 NORTH MAIN STREET
WEST BEND, WISCONSIN 53095
(Name and Address of Agent for Service)
Copy to:
CONRAD G. GOODKIND, ESQ.
Quarles & Brady
411 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
Approximate Date of Proposed Public Offerings: As soon as practicable
following the effective date of this amendment to the registration statement.
It is proposed that this filing will become effective
immediately upon filing pursuant to paragraph (b)
-----
X on January 2, 1996 pursuant to paragraph (b)
- ---
60 days after filing pursuant to paragraph (a)(1)
-----
on (date) pursuant to paragraph (a)(3)
-----
75 days after filing pursuant to paragraph (a)(2) of rule
-----
485.
If appropriate, check the following:
this post-effective amendment designates a new
-----
effective date for a previously filed post-effective
amendment
Registrant has elected to register an indefinite number of shares of Common
Stock, $0.001 par value, pursuant to Rule 24f-2 under The Investment Company Act
of 1940. The Registrant's Rule 24f-2 Notice for the year ended December 31,
1994 was filed on February 15, 1995.
PRINCIPAL PRESERVATION PORTFOLIOS, INC.
CLASS Y SHARES
(INSTITUTIONAL CLASS)
FORM N-1A
CROSS REFERENCE SHEET
Form N-1A
Item No. Prospectus Heading
- -------- ------------------
PART A
1. Cover Page......................... Cover Page
2. Synopsis........................... Questions and Answers; Expenses
3. Condensed Financial
Information...................... Not Applicable
4. General Description of
Registrant....................... Questions and Answers; Investment
Objective and Policies; Description
of Shares
5. Management of the Fund............. Management; Determination of Net
Asset Value Per Share; Other Infor-
mation
6. Capital Stock and Other
Securities....................... Description of Shares; Tax Status;
Redemptions; Dividends, Capital
Gains Distributions and
Reinvestments
7. Purchase of Securities
Being Offered.................... Determination of Net Asset Value
Per Share; Purchase of Shares
8. Redemption or Repurchase........... Redemptions
9. Pending Legal Proceedings.......... None
PART B
10. Cover Page......................... Cover Page
11. Table of Contents.................. Cover Page
12. General Information and History
Information...................... The Fund
13. Investment Objectives and
Policies......................... Investment Program; Investment
Restrictions
14. Management of the Fund............. Management of Principal
Preservation
15. Control Persons and Principal
Holders of Securities............ Management of Principal
Preservation
16. Investment Advisory and
Other Services................... Management of Principal
Preservation
17. Brokerage Allocation and
Brokerage........................ Portfolio Transactions and
Brokerage
18. Capital Stock and Other
Securities....................... Determination of Net Asset Value
Per Share; Valuation of Securities;
Redemption in Kind; Tax Status
19. Purchase, Redemption and Pricing
of Securities Being Offered...... Determination of Net Asset Value
Per Share; Valuation of Securities;
Redemption in Kind; Purchase of
Shares;
20. Tax Status......................... Tax Status
21. Underwriters....................... Portfolio Transactions and
Brokerage Practices; Management of
Principal Preservation
22. Calculation of Performance Data.... Performance Information;
23. Financial Statements............... Not Applicable
PART A - INFORMATION REQUIRED IN A PROSPECTUS
In response to Part A of Form N-1A, the Registrant hereby incorporates Part
A of Post-Effective Amendment No. 29 to the Registrant's Registration Statement
on Form N-1A (Registration No. 33-12), as filed with the Securities and Exchange
Commission on November 3, 1995, except that the section captioned "Financial
Highlights" in Part A of Post-Effective Amendment No. 29 is deleted from this
Part A.
PART B - INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION
In response to Part B of Form N-1A, the Registrant incorporates by
reference Part B included in Post-Effective Amendment No. 29 to its Registration
Statement on Form N-1A (Registration No. 33-12), as filed with the Securities
and Exchange Commission on November 3, 1995, except that the sections captioned
"Experts" and "Financial Statements" in Part B of Post-Effective Amendment No.
29 are deleted from this Part B.
PART C - OTHER INFORMATION
In partial response to Part C of Form N-1A, the Registrant hereby
incorporates by reference the Part C - Other Information included in Post-
Effective Amendment No. 29 to its Registration Statement on Form N-1A
(Registration No. 33-12), as filed with the Securities and Exchange Commission
on November 3, 1995. In further response to Item 24(b), the Registrant
supplements the Exhibit Index following the signature page included in Post-
Effective Amendment No. 29 to its Registration Statement, which Exhibit Index is
incorporated by reference in said Post-Effective Amendment No. 29 in response to
Item 24(b) thereof, to include the following item:
Sequential
EXHIBIT NUMBER DESCRIPTION Page Number
- -------------- ----------- -----------
18 Rule 18f-3 Operating Plan Relating to
Shares of Class X Common Stock and Class Y
Common Stock of the Cash Reserve Portfolio
SIGNATURES
As required by 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
1933 Act, and has caused this Amendment to its Registration Statement to be
signed on its behalf of by its duly authorized officer in the City of West Bend,
in the State of Wisconsin, on the 26th day of December, 1995.
PRINCIPAL PRESERVATION PORTFOLIOS, INC.
/s/ R. D. Ziegler
By:
----------------------------------
R. D. Ziegler, President and Chief Executive
Officer
As required by the Securities Act of 1933, this Amendment to the
Registration Statement has been signed on the 26th day of December, 1995 by the
following persons in the capacities indicated.
SIGNATURE TITLE
--------- -----
/s/ R. D. Ziegler Director and President (Chief Executive
Officer)
- ------------------------
R. D. Ziegler
/s/ Robert J. Tuszynski Director and Vice President (Chief
Financial Officer)
- ------------------------
Robert J. Tuszynski
/s/ Jay Ferrara Treasurer (Chief Accounting Officer)
Jay Ferrara
Richard H. Aster* Director
- ------------------------
Richard H. Aster
August J. English* Director
- ------------------------
August J. English
Stephen A. Roell* Director
- ------------------------
Stephen A. Roell
/s/ Robert J. Tuszynski
*By:
------------------------------------------
Robert J. Tuszynski, pursuant to power
of attorney dated April 16, 1993 and
previously filed
EXHIBIT 18
----------
PRINCIPAL PRESERVATION PORTFOLIOS, INC.
CASH RESERVE PORTFOLIO
OPERATING PLAN FOR CLASS X COMMON STOCK
AND CLASS Y COMMON STOCK
This Plan sets forth guidelines and principles regarding relative voting,
dividend and liquidation rights and privileges and income and expense
allocations between shares of Class X Common Stock ("X Shares") and Class Y
Common Stock ("Y Shares") of the Principal Preservation Cash Reserve Portfolio.
A. OWNERSHIP RIGHTS
1. Each X Share and Y Share represents a pro rata ownership interest in
the net assets of the Cash Reserve Portfolio, taking all outstanding X
Shares and Y Shares together without regard to Class.
B. VOTING RIGHTS
1. X Shares shall have exclusive voting rights on any matter submitted to
shareholders of the Cash Reserve Portfolio that affects only Class X
Shares (e.g., amendments to Principal Preservation's Rule 12b-1
Distribution Plan as it relates to the Cash Reserve Portfolio), and
Class Y Shares shall have exclusive voting rights on any matter
submitted to shareholders of the Cash Reserve Portfolio that affects
only Class Y Shares, if any.
2. X Shares and Y Shares shall vote separately by Class on any matter
submitted to shareholders of the Cash Reserve Portfolio with respect
to which the two Classes of shares have interests different from each
other, and approval of any such matter with respect to either Class
shall require the affirmative vote of shareholders holding the
requisite majority of shares of such Class..
3. X Shares and Y Shares shall vote together and shall have equal voting
rights (one vote for each share and a proportional vote for each
fractional share) with respect to all other matters submitted to
shareholders of the Cash Reserve Portfolio.
C. DIVIDEND AND LIQUIDATION RIGHTS
1. X Shares and Y Shares shall be entitled to participate equally on a
pro rata basis in all dividends as and when declared and paid by the
Cash Reserve Portfolio from time to time pursuant to the direction of
Principal Preservation's Board of Directors and the dividend policy
disclosed in the Cash Reserve Portfolio's current prospectuses and
statements of additional information relating to its X and Y Shares,
respectively.
2. X Shares and Y Shares shall have equal rights in connection with
voluntary or involuntary redemptions and any liquidation of the Cash
Reserve Portfolio, all in accordance with the conditions and the
policies and procedures established from time to time in the current
prospectuses and statements of additional information relating to the
Cash Reserve Portfolio's X Shares and Y Shares, respectively.
D. INCOME AND EXPENSE ALLOCATIONS
1. Except as described in this Section D of this Plan, all income and
capital gains and all expenses and capital losses earned or incurred
by the Cash Reserve Portfolio shall be allocated equally to each
outstanding share of common stock of the Cash Reserve Portfolio,
without regard to Class.
2. Costs and expenses incurred by the Cash Reserve Portfolio exclusively
for the benefit of either X Shares or Y Shares (e.g., state securities
registration fees; costs and expenses incurred in connection with a
shareholder meeting in which only holders of one or the other of the
two classes will participate; costs incurred for preparation, printing
and mailing of marketing materials, relating to only one of the two
Classes; etc.) shall be allocated entirely to the Class for whose
benefit such costs and expenses are incurred.
3. Fees under Principal Preservation's Rule 12b-1 Distribution Plan shall
accrue only with respect to that portion of the Cash Reserve
Portfolio's average daily net assets represented by the outstanding X
Shares, and the entire expense incurred by the Cash Reserve Portfolio
with respect to such fees shall be allocated entirely to the
outstanding X Shares.
4. Fees payable pursuant to any shareholder servicing agent agreements
entered into by Principal Preservation Portfolios, Inc. (on behalf of
the Cash Reserve Portfolio) shall be payable only with respect to X
Shares held pursuant to such agreement(s) (and each shareholder
servicing agent agreement shall so provide), and any such fees
incurred by the Cash Reserve Portfolio shall be allocated entirely to
the outstanding X Shares.
