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[LETTERHEAD OF BELL, BOYD & LLOYD]
Janet D. Olsen
Direct Dial: 312 807-4311
February 8, 1996
BY EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
RULE 24F-2 NOTICE FOR
THE PAPP AMERICA-ABROAD FUND, INC.
REGISTRATION NO. 33-42549
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On behalf of The Papp America-Abroad Fund, Inc. we are transmitting
for filing the Fund's Rule 24f-2 Notice on Form 24f-2 with respect to shares
sold during the fiscal year ended December 31, 1995, including the legal opinion
of our firm. The registration fee of $146.52 has previously been delivered to
your account at Mellon Bank.
Very truly yours,
BELL, BOYD & LLOYD
By: /s/ Janet D. Olsen
-----------------------------
Janet D. Olsen
JDO:bms
enclosures
cc: Mr. Robert L. Mueller
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24f-2
Read instructions at end of Form before preparing Form.
Please print or type.
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1. Name and address of issuer:
The Papp America-Abroad Fund, Inc.
4400 North 32nd Street, Suite 280
Phoenix, Arizona 85018
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2. Name of each series or class of funds for which this notice is filed:
The Papp America-Abroad Fund, Inc.
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3. Investment Company Act File Number: 811-6402
Securities Act File Number: 33-42549
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4. Last day of fiscal year for which this notice is filed: December 31, 1995
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5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purposes of reporting securities sold after
the close of the fiscal year but before termination of the issuer's 24f-2
declaration:
[ ]
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6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6):
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7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to rule
24f-2 in a prior fiscal year, but which remained unsold at the beginning
of the fiscal year:
None
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8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
None
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9. Number and aggregate sale price of securities sold during the fiscal year:
122,674 shares; $1,787,552
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<PAGE>
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10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
122,674 shares; $1,787,552
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11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
Instruction B.7):
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12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during
the fiscal year in reliance on rule 24f-2
(from Item 10): $1,787,552
----------
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable): +
----------
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year (if
applicable): -1,362,651
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(iv) Aggregate price of shares redeemed or
repurchased and previously applied as a
reduction to filing fees pursuant to rule
24e-2 (if applicable): +
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(v) Net aggregate price of securities sold
and issued during the fiscal year in
reliance on rule 24f-2 [line (i), plus line
(ii), less line (iii), plus line (iv)] (if
applicable): 424,901
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(vi) Multiplier prescribed by Section 6(b) of
the Securities Act of 1933 or other applicable
law or regulation (see Instruction C.6): x1/29 of 1%
----------
(vii) Fee due [line (i) or line (v) multiplied by
line (vi): $ 146.52
==========
Instruction: Issuers should complete lines (ii), (iii), (iv), and (v) only if
the form is being filed within 60 days after the close of the
issuer's fiscal year. See Instruction C.3.
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13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a).
[x]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
February 6, 1996
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SIGNATURES
This report has been signed below by the following persons on behalf of
the issuer and in the capacities and on the dates indicated.
By (Signature and Title)* /s/ Robert S. Mueller
---------------------------------
Robert S. Mueller
Vice President and Secretary
---------------------------------
Date February 1, 1996
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*Please print the name and title of the signing officer below the signature.
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<PAGE>
[LETTERHEAD OF BELL, BOYD & LLOYD]
February 8, 1996
The Papp America-Abroad Fund, Inc.
4400 North 32nd Street, Suite 280
Phoenix, Arizona 85018
Ladies and Gentlemen:
RULE 24F-2 NOTICE
-----------------
We have represented The Papp America-Abroad Fund, Inc., a Maryland
corporation (Fund), in connection with the filing with the Securities and
Exchange Commission of the Fund's Rule 24f-2 Notice for the fiscal year ended
December 31, 1995 pursuant to Rule 24f-2 under the Investment Company Act of
1940 (Rule 24f-2). In this connection, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of such documents,
corporate or other records, certificates and other papers as we deem it
necessary to examine for the purpose of this opinion, including the charter and
bylaws of the Fund and resolutions of its board of directors authorizing the
issuance of shares.
Based upon the foregoing examination, we are of the opinion that the
122,674 shares of capital stock, par value $.01 per share, of the Fund sold by
the Fund during the 1995 fiscal year in reliance upon registration pursuant to
Rule 24f-2 were legally issued, fully paid and nonassessable.
We consent to the filing of this opinion with the Fund's Rule 24f-2
Notice. 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 Securities Act of 1933.
Very truly yours,
/s/ Bell, Boyd & Lloyd
