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BELL, BOYD & LLOYD
Three First National Plaza
70 West Madison Street, Suite 3300
Chicago, Illinois 60602-4207
312 372 1121
Fax: 312 372 2098
February 18, 1997
Papp America-Abroad Fund, Inc.
4400 North 32nd Street, Suite 280
Phoenix, Arizona 85018
Ladies and Gentlemen:
Rule 24f-2 Notice
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We have represented Papp America-Abroad Fund, Inc., a Maryland corporation
(the "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, 1996 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 or other records,
certificates and other papers as we deem it necessary to examine for the purpose
of this opinion, including the articles of incorporation and bylaws of the Fund
and resolutions of the board of directors authorizing the issuance of shares.
Based upon the foregoing examination, we are of the opinion that the
530,443 shares of $.01 par value capital stock sold by the Fund during the
fiscal year ended December 31, 1996 in reliance upon registration pursuant to
Rule 24f-2 were legally issued, full 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
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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:
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:
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, 1996
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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:
478,153 shares; $9,114,588
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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:
478,153 shares; $9,114,588
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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):
52,290 shares; $996,599
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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): $ 9,114,588
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(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable): + 996,599
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(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year (if
applicable): - 510,144
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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): 9,601,043
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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): x 1/33 of 1%
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(vii) Fee due [line (i) or line (v) multiplied by
line (vi): $2,909.41
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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 12, 1997
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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 L. Mueller
---------------------------------
Robert L. Mueller
Vice President and Secretary
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Date February 12, 1997
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*Please print the name and title of the signing officer below the signature.
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