<PAGE>
As filed with the Securities and Exchange Commission on July 1, 1996
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
(Registration No. 33-48299)
Pre-Effective Amendment No.
-------
Post-Effective Amendment No. 6
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and/or
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940
(Registration No. 811-06046)
Amendment No. 7
-------
(Check appropriate box or boxes)
PIPER GLOBAL FUNDS INC.
(Exact Name of Registrant as Specified in Charter)
Piper Jaffray Tower
222 South Ninth Street, Minneapolis, Minnesota 55402
(Address of Principal Executive Offices) (Zip Code)
(612) 342-6387
(Registrant's Telephone Number, including Area Code)
Paul A. Dow
222 South Ninth Street
Minneapolis, Minnesota 55402
(Name and Address of Agent for Service)
Copy to:
Kathleen L. Prudhomme, Esq.
Dorsey & Whitney
Pillsbury Center South
220 South Sixth Street
Minneapolis, Minnesota 55402-1498
X immediately upon filing pursuant to paragraph (b) of rule 485
------
on June 26, 1996 pursuant to paragraph (b) of rule 485
------
75 days after filing pursuant to paragraph (a) of rule 485
------
on (specify date) pursuant to paragraph (a) of rule 485
------
The Registrant has registered an indefinite number or amount of common
stock under the Securities Act of 1933 pursuant to Rule 24f-2 under the
Investment Company Act of 1940. A Rule 24f-2 Notice was filed by the Registrant
on April 4, 1996.
<PAGE>
PIPER GLOBAL FUNDS INC.
Registration Statement on Form N-1A
-----------------------
Cross Reference Sheet
Pursuant to Rule 481(a)
-----------------------
<TABLE>
<CAPTION>
Item No. Prospectus Heading
-------- ------------------
<S> <C> <C>
1. Cover Page................................ Cover Page (no caption)
2. Synopsis.................................. Introduction; Fund Expenses
3. Condensed Financial Information........... Financial Highlights
4. General Description of Registrant......... Introduction; Investment Objectives
and Policies; Special Investment Methods
5. Management of the Fund.................... Management
6. Capital Stock and Other Securities........ General Information; Introduction;
Dividends and Distributions; Tax Status
7. Purchase of Securities Being Offered...... Dividends and Distributions; How to
Purchase Shares; Valuation of Shares
8. Redemption or Repurchase.................. How to Redeem Shares
9. Pending Legal Proceedings................. General Information
Statement of Additional Information Heading
-------------------------------------------
10. Cover Page................................ Cover Page (no caption)
11. Table of Contents......................... Table of Contents
12. General Information and History........... Not Applicable
13. Investment Objectives and Policies........ Investment Objectives and Policies;
Investment Restrictions
14. Management of the Fund.................... Directors and Executive Officers
15. Control Persons and Principal
Holders of Securities..................... Capital Stock and Ownership of Shares
16. Investment Advisory and Other
Services.................................. Investment Advisory and Other Services
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
17. Brokerage Allocation and Other
Practices................................. Portfolio Transactions and Allocation of
Brokerage
18. Capital Stock and Other Securities........ Capital Stock and Ownership of Shares
19. Purchase, Redemption and Pricing
of Securities Being Offered............... Net Asset Value and Public Offering Price;
Redemption of Shares
20. Tax Status................................ Taxation
21. Underwriters.............................. Investment Advisory and Other Services;
Portfolio Transactions and Allocation of
Brokerage
22. Calculations of Performance Data.......... Performance Comparisons
23. Financial Statements...................... Financial Statements
</TABLE>
<PAGE>
PROSPECTUS DATED JULY 1, 1996
PACIFIC-EUROPEAN GROWTH FUND
EMERGING MARKETS GROWTH FUND
SERIES OF PIPER GLOBAL FUNDS INC.
PIPER JAFFRAY TOWER
222 SOUTH NINTH STREET, MINNEAPOLIS, MINNESOTA 55402-3804
(800) 866-7778 (TOLL FREE)
Piper Global Funds Inc. ("Piper Global") is an open-end management
investment company the shares of which are currently offered in two series:
Pacific-European Growth Fund ("Pacific-European Fund") and Emerging Markets
Growth Fund ("Emerging Markets Fund"). The investment objective of each Fund
is long-term capital appreciation. Current income is incidental to this
objective. Pacific-European Fund seeks to achieve its investment objective
through investments primarily in Common Stock (as herein defined) of companies
in the Pacific Basin or in Europe (including Eastern Europe). Up to 25% of the
Fund's total assets may be invested in other areas of the world to the extent
significant opportunities for long-term capital appreciation outside of the
Pacific Basin and Europe become available. Emerging Markets Fund seeks to
achieve its investment objective through investments primarily in Common Stock
of issuers in the world's emerging securities markets. The Funds do not invest
in Common Stock of U.S. companies. No assurance can be given that the Funds'
investment objectives will be achieved.
Investment in the Funds involves certain risks and requires consideration of
factors not typically associated with investment in securities of U.S.
issuers. See "Risk Factors."
This Prospectus concisely describes the information about the Funds that you
should know before investing. Please read the Prospectus carefully before
investing and retain it for future reference.
A Statement of Additional Information about the Funds dated July 1, 1996 is
available free of charge. Write to the Funds at Piper Jaffray Tower, 222 South
Ninth Street, Minneapolis, Minnesota 55402-3804 or telephone (800) 866-7778
(toll free). The Statement of Additional Information has been filed with the
Securities and Exchange Commission and is incorporated in its entirety by
reference in this Prospectus.
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>
INTRODUCTION
Pacific-European Growth Fund ("Pacific-European Fund") is a diversified
series and Emerging Markets Growth Fund ("Emerging Markets Fund") is a non-
diversified series of Piper Global Funds Inc. ("Piper Global"), an open-end
management investment company, or mutual fund, the shares of which can be
offered in more than one series. Each series in effect represents a separate
fund with its own investment objectives and policies. The investment objective
of each Fund is long-term capital appreciation. Current income is incidental
to this objective.
THE INVESTMENT ADVISER
The Funds are managed by Piper Capital Management Incorporated (the
"Adviser"), a wholly owned subsidiary of Piper Jaffray Companies Inc.
Pacific-European Fund pays the Adviser a basic management fee calculated and
paid monthly at an annual rate of 1% on net assets up to $100 million, with
the fee scaled downward as assets increase in size (the "Basic Fee"). The
Basic Fee (as a percentage of net assets) is higher than that paid by most
other mutual funds. The Basic Fee may be increased or decreased by up to a
maximum, on an annual basis, of .25% of Pacific-European Fund's average daily
net assets depending upon the extent to which the Fund outperforms or
underperforms the Morgan Stanley Capital International European, Australian
and Far East Index (the "EAFESM Index").
Emerging Markets Fund pays the Adviser a monthly management fee at an annual
rate of 1% of the Fund's average daily net assets. This fee is higher than
that paid by most other mutual funds. See "Management--Investment Adviser."
THE SUB-ADVISER
Edinburgh Fund Managers plc acts as each Fund's sub-adviser (the "Sub-
Adviser") under agreements with the Adviser. The Sub-Adviser is a public
limited company that was incorporated in 1969. For its services to Pacific-
European Fund, the Sub-Adviser is paid a fee by the Adviser equal to 65% of
the Basic Fee plus or minus 90% of the performance fee adjustment. The Adviser
and Sub-Adviser also have entered into an Expense Reimbursement Agreement
pursuant to which the Sub-Adviser pays the Adviser a monthly fee equal to 10%
of the Basic Fee to reimburse the Adviser for certain expenses it bears in
connection with the administration of Pacific-European Fund. For its services
to Emerging Markets Fund, the Sub-Adviser is paid a fee by the Adviser equal,
on an annual basis, to .50% of the Fund's average daily net assets. See
"Management--Sub-Adviser."
THE DISTRIBUTOR
Piper Jaffray Inc. ("Piper Jaffray" or the "Distributor"), a wholly owned
subsidiary of Piper Jaffray Companies Inc. and an affiliate of the Adviser,
serves as Distributor of the Funds' shares.
CERTAIN RISK FACTORS TO CONSIDER
An investment in the Funds is subject to certain risks, as set forth in
detail under "Investment Objectives and Policies," "Special Investment
Methods" and "Risk Factors." As with other mutual funds, there can be no
assurance that either Fund will achieve its objective. Because the Funds
invest in foreign securities, an investment in either Fund requires
consideration of certain risk factors that are not typically associated with
investing in securities of U.S. companies. These factors include risks
relating to adverse currency fluctuations, potential political and economic
instability of certain countries, limited liquidity and volatile prices of
certain securities of non-U.S. companies, and foreign taxation. These risks
are particularly significant for the Emerging Markets Fund. Investing in
emerging markets involves exposure to economic structures that are generally
less diverse and mature than, and to political systems that can be expected to
have less stability than, those of developed countries. The Emerging Markets
Fund is a non-diversified fund, which means that it may invest a greater
portion of its assets in securities
2
<PAGE>
of individual issuers than a diversified fund. As a result, changes in the
market value of a single issuer could cause greater fluctuations in share
value than would occur in a more diversified fund. In addition, the Funds may
engage in the following investment practices which involve certain special
risks: entering into currency exchange transactions, forward foreign currency
exchange transactions and foreign currency futures and options, entering into
options transactions on securities in which the Funds may invest, the use of
repurchase agreements, the lending of portfolio securities, entering into
futures contracts and options on futures contracts, the purchase of securities
on a "when-issued" basis and the purchase or sale of securities on a "forward
commitment" basis. The use of these investment practices may increase the
volatility of a Fund's net asset value. Each Fund may invest in illiquid
securities which will involve greater risk than investments in other
securities and may increase Fund expenses.
OFFERING PRICE
Shares of the Funds are offered to the public at the next determined net
asset value after receipt of an order by a shareholder's Piper Jaffray
Investment Executive or other broker-dealer plus a maximum sales charge of 4%
of the offering price (4.17% of the net asset value) on purchases of less than
$100,000. The sales charge is reduced on a graduated scale on purchases of
$100,000 or more. In connection with purchases of $500,000 or more, there is
no initial sales charge; however, a 1% contingent deferred sales charge
("CDSC") will be imposed in the event of a redemption transaction occurring
within 24 months following such a purchase. DURING THE SPECIAL OFFERING
PERIOD, WHICH EXTENDS THROUGH SEPTEMBER 30, 1996, SHARES OF THE FUNDS WILL BE
OFFERED TO THE PUBLIC WITHOUT AN INITIAL SALES CHARGE; HOWEVER, THE FUNDS WILL
IMPOSE A CDSC OF 2% ON REDEMPTIONS DURING THE FIRST 12 MONTHS AFTER PURCHASE,
AND 1% ON REDEMPTIONS DURING THE SECOND 12 MONTHS. PIPER JAFFRAY WILL PAY ITS
INVESTMENT EXECUTIVES AND OTHER BROKER-DEALERS SELLING SHARES OF THE FUNDS A
FEE EQUAL TO 2% OF THE NET ASSET VALUE OF ANY SHARES SOLD DURING THIS PERIOD.
SEE "PURCHASE OF SHARES--PUBLIC OFFERING PRICE." SEE "HOW TO PURCHASE SHARES--
PUBLIC OFFERING PRICE."
MINIMUM INITIAL AND SUBSEQUENT INVESTMENTS
The minimum initial investment for each Fund is $250. There is no minimum
for subsequent investments. See "How to Purchase Shares--Minimum Investments."
EXCHANGES
You may exchange your shares for shares of any other mutual fund managed by
the Adviser which is open to new investors and eligible for sale in your state
of residence. All exchanges are subject to the minimum investment requirements
and other applicable terms set forth in the prospectus of the fund whose
shares you acquire. Exchanges are made on the basis of the net asset values of
the funds involved, except that investors exchanging into a fund which has a
higher sales charge must pay the difference. You may make four exchanges per
year without payment of a service charge. Thereafter, there is a $5 service
charge for each exchange. See "Shareholder Services--Exchange Privilege."
REDEMPTION PRICE
Shares of the Funds may be redeemed at any time at their net asset value
next determined after a redemption request is received by your Piper Jaffray
Investment Executive or other broker-dealer. A contingent deferred sales
charge will be imposed upon the redemption of certain shares initially
purchased without a sales charge. See "How to Redeem Shares--Contingent
Deferred Shares Charge." Each Fund reserves the right, upon 30 days written
notice, to redeem an account if the net asset value of the shares falls below
$200. See "How to Redeem Shares--Involuntary Redemption."
SHAREHOLDER INQUIRIES
Any questions or communications regarding a shareholder account should be
directed to your Piper Jaffray Investment Executive or, in the case of shares
held through another broker-dealer, to IFTC at (800) 874-6205. General
inquiries regarding the Funds should be directed to the Funds at the telephone
number set forth on the cover page of this Prospectus.
3
<PAGE>
FUND EXPENSES
<TABLE>
<CAPTION>
PACIFIC- EMERGING
EUROPEAN MARKETS
FUND FUND
-------- --------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price)................... 4.00%(1) 4.00%(1)
Exchange Fee(2)........................................ $0 $0
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets)
Management Fees........................................ .75% 1.00%
Rule 12b-1 Fees (after voluntary fee limitations)...... .32% .32%
Other Expenses (after voluntary expense reimbursements
for Emerging Markets Fund)............................ .48% .68%*
---- ----
Total Fund Operating Expenses (after voluntary fee
limitations and expense reimbursements)............... 1.55% 2.00%
</TABLE>
- --------
*Estimated
(1) During the Special Offering Period, which extends through September 30,
1996, shares of the Funds will be offered to the public without an initial
sales charge. The Funds will impose a contingent deferred sales charge of
2% on redemptions during the first 12 months after purchase and 1% on
redemptions during the second 12 months.
(2) There is a $5.00 fee for each exchange in excess of four exchanges per
year. See "How to Purchase Shares--Exchange Privilege."
EXAMPLE
You would pay the following expenses on a $1,000 investment assuming a 5%
annual return and redemption at the end of each time period:
<TABLE>
<CAPTION>
PACIFIC- EMERGING
EUROPEAN MARKETS
FUND FUND
-------- --------
<S> <C> <C>
1 year................................................. $ 55 $ 59
3 years................................................ $ 87 $100
5 years................................................ $121 $143
10 years................................................ $217 $263
</TABLE>
The purpose of the above Fund Expenses table is to assist you in
understanding the various costs and expenses that investors in the Funds will
bear directly or indirectly. THE EXAMPLE CONTAINED IN THE TABLE SHOULD NOT BE
CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES. ACTUAL EXPENSES MAY BE
GREATER OR LESSER THAN THOSE SHOWN.
The information set forth in the table for Pacific-European Fund is based on
actual expenses incurred by the Fund during the fiscal year ended February 29,
1996 and reflects a voluntary limitation by the Distributor of amounts payable
to it under the Fund's Rule 12b-1 Plan to .32% of average daily net assets.
Absent such limitation, Total Fund Operating Expenses for Pacific-European
Fund for the fiscal year ended February 29, 1996 would have been 1.73% of
average daily net assets.
4
<PAGE>
The information set forth for Emerging Markets Fund is based on the
Adviser's undertaking to reimburse Total Fund Operating Expenses in excess of
2.00% of the Fund's average daily net assets, and reflects a voluntary
limitation by the Distributor of the fee payable to it under the Fund's Rule
12b-1 Plan to .32% of average daily net assets. Without any such
reimbursements or limitations, it is estimated that Other Expenses would be
1.77% and Total Fund Operating Expenses would be 3.27% of Emerging Markets
Fund's average daily net assets for the fiscal year ending February 28, 1997.
Voluntary limitations and reimbursements may be revised or terminated at any
time after February 28, 1997 for Pacific-European Fund and June 30, 1997 for
Emerging Markets Fund. The Adviser may or may not assume additional expenses
of the Funds from time to time, in its discretion, while retaining the ability
to be reimbursed by the Funds for expenses assumed during a fiscal year prior
to the end of such year. The foregoing policy will have the effect of lowering
a Fund's overall expense ratio and increasing yield to investors when such
amounts are assumed or the inverse when such amounts are reimbursed.
Pacific-European Fund's management fees for fiscal 1997 may be more or less
than those set forth in the table to the extent that the Fund outperforms or
underperforms the EAFE Index. For the fiscal year ended February 29, 1996, the
performance fee adjustment resulted in a reduction of management fees for
Pacific-European Fund by 0.21% of average daily net assets. Absent such
reduction, management fees would have been 0.96% of average daily net assets.
See "Management--Investment Adviser."
As a result of each Fund's payment of its Rule 12b-1 fee, a portion of which
is considered an asset-based sales charge, long-term shareholders of the Funds
may pay more than the economic equivalent of the maximum 6.25% front end sales
charge permitted under the rules of the National Association of Securities
Dealers, Inc. For additional information, including a more complete
explanation of management and Rule 12b-1 fees, see "Management--Investment
Adviser" and "Distribution of Fund Shares."
5
<PAGE>
FINANCIAL HIGHLIGHTS
The following financial highlights show certain per share data and selected
information for a share of capital stock outstanding during the indicated
periods for each Fund. Except for Emerging Markets Fund's financial highlights
for the six months ended December 31, 1995, this information has been audited
by KPMG Peat Marwick LLP, independent auditors. The financial highlights
should be read in conjunction with the financial statements of each Fund. The
independent auditors' report and related financial statements can be found in
the Statement of Additional Information with respect to Emerging Markets Fund
and in the annual report with respect to Pacific-European Fund. An annual
report of Pacific-European Fund is available without charge by contacting the
Fund at 800-866-7778 (toll free). In addition to financial statements, the
Funds' annual and semiannual reports contain further information about the
performance of the Funds.
Effective with the close of business on June 21 1996, Emerging Markets Fund
acquired the assets and assumed all identified liabilities of Hercules Latin
American Value Fund, a series of Hercules Funds Inc., in a tax-free exchange
by issuing new shares. Emerging Markets Fund had no assets or liabilities
prior to the acquisition. Consequently, the information presented for Emerging
Markets Fund represents the financial history of Hercules Latin American Value
Fund. The information presented for Pacific-European Fund relates to fiscal
periods ended both before and after the conversion of the Fund from a closed-
end to an open-end fund on August 31, 1992.
PACIFIC-EUROPEAN FUND
<TABLE>
<CAPTION>
YEAR ENDED PERIOD FROM
----------------------------------------------- 4/27/90* TO
2/29/96 2/28/95 2/28/94 2/28/93+++ 2/29/92 2/28/91
------- ------- ------- ------- ------- -----------
<S> <C> <C> <C> <C> <C> <C>
Net asset value, begin-
ning of period......... $12.73 $15.44 $10.81 $10.53 $10.18 $10.97
------ ------ ------ ------ ------ ------
Operations:
Net investment income
(loss)................ 0.05 (0.03) (0.03) -- 0.06 0.20
Net realized and
unrealized gains
(losses).............. 2.03 (1.63) 4.72 0.28 0.37 (0.79)
------ ------ ------ ------ ------ ------
Total from operations. 2.08 (1.66) 4.69 0.28 0.43 (0.59)
------ ------ ------ ------ ------ ------
Distributions to share-
holders:
From net investment in-
come.................. (005) -- -- -- (0.06) (0.20)
Return of capital...... -- -- -- -- (0.02) --
From net realized
gains................. (0.90) (1.05) (0.06) -- -- --
------ ------ ------ ------ ------ ------
Total distributions... (0.95) (1.05) (0.06) -- (0.08) (0.20)
------ ------ ------ ------ ------ ------
Net asset value, end of
period................. $13.86 $12.73 $15.44 $10.81 $10.53 $10.18
====== ====== ====== ====== ====== ======
Total return + ......... 16.70% (11.09)% 43.45% 2.66% 4.44% (5.03)%
Net assets at end of pe-
riod (in millions)..... $ 163 $ 154 $ 166 $ 60 $ 36 $ 34
Ratio of expenses to av-
erage daily
net assets ++.......... 1.55% 1.76% 1.81% 2.25% 1.92% 1.77%**
Ratio of net investment
income (loss) to
average daily net as-
sets ++................ 0.36% (0.19)% (0.29)% 0.03% 0.60% 2.36%**
Portfolio turnover rate
(excluding
short-term securities). 65% 57% 52% 59% 69% 10%
</TABLE>
* Commencement of operations.
** Adjusted to an annual basis.
+ Total return is based on the change in net asset value during the period,
assumes reinvestment of all distributions and does not reflect a sales charge.
++ During the periods reflected above, the Adviser and Distributor voluntarily
waived fees and expenses. Had the Fund paid all expenses and the maximum
distribution fee been in effect, the ratios of expenses and net investment
income to average daily net assets would have been as follows: 1.73%/0.18%,
1.98%/(0.41%), 2.01%/(0.49%) and 2.59%/(0.31%) in fiscal years 1996, 1995,
1994 and 1993, respectively. Beginning in fiscal 1996, the expense ratio
reflects the effect of gross expenses paid indirectly by the Fund. Prior
period expense ratios have not been adjusted.
+++ The Fund converted from a closed-end investment company to an open-end
investment company on August 31, 1992. Information for periods prior to
conversion are based on the Fund's operations as a closed-end fund. Fiscal
1993 expenses include 0.32% related to the conversion.
6
<PAGE>
EMERGING MARKETS FUND
<TABLE>
<CAPTION>
PERIOD FROM
7/1/95 TO FISCAL YEAR PERIOD FROM
12/31/95* ENDED 11/9/93**
(UNAUDITED) 6/30/95 TO 6/30/94
----------- ----------- -----------
<S> <C> <C> <C>
Net asset value, beginning of period..... $7.20 $ 9.14 $10.00
----- ------ ------
Operations:
Net investment income (loss)............ 0.01 -- 0.01
Net realized and unrealized gains
(losses)............................... (0.13) (1.94) (0.87)
----- ------ ------
Total from operations.................. (0.12) (1.94) (0.86)
----- ------ ------
Total distributions.................... -- -- --
----- ------ ------
Net asset value, end of period........... $7.08 $ 7.20 $ 9.14
===== ====== ======
Total return + .......................... (1.67)% (21.23)% (8.60)%
Net assets at end of period (in mil-
lions).................................. $ 17 $ 23 $ 28
Ratio of expenses to average daily
net assets ++........................... 2.00%*** 2.00% 2.00%***
Ratio of net investment income (loss) to
average daily net
assets ++............................... 0.22%*** (0.03)% 0.14%***
Portfolio turnover rate (excluding
short-term securities).................. 60% 161% 78%
</TABLE>
* On July 18, 1995, shareholders approved a change in the Fund's investment
manager from Hercules International Management LLC to the Adviser.
** Commencement of operations.
*** Adjusted to an annual basis.
+ Total return is based on the change in net asset value during the period,
assumes reinvestment of all distributions and does not reflect a sales charge.
++ Various Fund fees and expenses were voluntarily waived or absorbed by the
Adviser and the Distributor. Had the Fund paid all expenses, the annualized
ratios of expenses and net investment income (loss) to average daily net
assets would have been 3.27%/(1.05%) for the period from July 1, 1995 to
December 31, 1995, 3.47%/(1.50%) for the fiscal year ended June 30, 1995 and
3.10%/(0.96%) for the fiscal period ended June 30, 1994.
7
<PAGE>
INVESTMENT OBJECTIVES AND POLICIES
PACIFIC-EUROPEAN FUND
Pacific-European Fund's investment objective is long-term capital
appreciation. Current income is incidental to this objective. Pacific-European
Fund seeks to achieve its investment objective through investments primarily
(under normal circumstances, at least 65% of its total assets) in Common Stock
of companies in the Pacific Basin or in Europe (including Eastern Europe).
"Common Stock" means common stock and foreign equity securities which are
substantially similar to common stock in the U.S. and does not include
preferred stock or convertible debt securities (such foreign equity securities
may have voting and distribution rights which differ from those of common
stock in the U.S.). The Pacific Basin is generally defined as those countries
bordering the Pacific Ocean. Pacific-European Fund may invest in the following
countries within the region: Malaysia, Pakistan, Sri Lanka, the Philippines,
Singapore, South Korea, Thailand, India, Indonesia, Hong Kong, Japan, Taiwan,
Australia and New Zealand. In addition, to the extent that suitable investment
opportunities become available, the Fund may invest in any other country
within the region, including, but not limited to, China. For purposes of this
Prospectus, unless otherwise indicated, Europe consists of Austria, Belgium,
Denmark, Germany, Finland, France, Greece, the Republic of Ireland, Italy, the
Netherlands, Norway, Portugal, Spain, Sweden, Switzerland, Turkey and the
United Kingdom (together, "Western Europe"), plus Albania, Bulgaria, the Czech
and Slovak Republics, Hungary, Poland, Romania, the successor states to the
former Yugoslavia, and the Commonwealth of Independent States (formerly, the
Union of Soviet Socialist Republics) (together, "Eastern Europe"). As the
securities markets of additional continental European countries develop, such
countries may be considered part of the Fund's definition of Europe and
appropriate countries for investment by the Fund.
As of June 1, 1996, approximately 65% of Pacific-European Fund's investments
were in companies in the Pacific Basin (including Japan) and approximately 27%
were in companies in Europe. While the Fund has no specific policy or
restriction on the allocation of its funds between Europe and the Pacific
Basin, the Adviser and the Sub-Adviser (collectively, "Management") believe
that the opportunities for long-term capital appreciation in the Pacific Basin
are generally superior to those currently available in the economically more
mature areas of the world. The relative emphasis of the Fund's investments
between the Pacific Basin and Europe may change over time to the extent
Management identifies greater investment opportunities in Europe as a result
of more attractive values, recent developments in Eastern Europe, the removal
of most intra-European trade barriers as a result of the adoption of the
Single European Act in 1992 or other factors. In normal market conditions, the
Fund's investments will be allocated among at least three different countries
in the Pacific Basin and/or Europe. For additional information regarding the
allocation of Fund investments, see "Investment Objectives and Policies--
Allocation Among Countries" in the Statement of Additional Information.
A company is considered to be in the Pacific Basin or in Europe, as the case
may be, if (a) it is organized under the laws of a country within the Pacific
Basin or in Europe (including the United Kingdom); (b) at least 50% of its
assets are located in the Pacific Basin or in Europe; (c) it derives at least
50% of its total revenues from goods produced, sales made, services performed
or investment in companies in the Pacific Basin or in Europe; or (d) its
securities are traded principally on stock exchanges in a Pacific Basin or
European country. The Fund's definition of companies in the Pacific Basin or
in Europe may include companies that reflect economic and market forces
applicable to other regions as well as the Pacific Basin or Europe.
Nevertheless, Management believes that investment in such companies is
appropriate in light of the Fund's investment objective because Management
selects among
8
<PAGE>
such companies those which, in its view, have sufficiently strong exposure to
economic and market forces in the Pacific Basin or in Europe, as the case may
be, such that the value of the securities of such companies will tend to
reflect Pacific Basin or European developments to a greater extent than
developments in other regions. With respect to the investment by the Fund in
companies that receive 50% or more of their revenues from investments in
companies located in the Pacific Basin or Europe (e.g., investment companies
and trusts), the Fund believes that securities of such companies will
similarly reflect the development of the region in which it invests and, in
addition, the purchase of such securities is currently one of the few
mechanisms through which the Fund may invest in securities of South Korean,
Taiwanese and Indian companies.
In selecting individual securities within a country, emphasis is placed on
identifying securities of companies believed to be undervalued in the
marketplace in relation to such factors as the company's assets, earnings and
growth potential or which are believed best positioned within a particular
industry to take advantage of specific economic and political factors likely
to result in growth for such industry. Pacific-European Fund does not,
however, concentrate its investments in companies of a particular asset size
or in a particular industry, but instead selects its investments based on the
characteristics of the particular markets and economies of the countries in
which it invests.
Up to 25% of Pacific-European Fund's total assets may be invested in other
areas of the world to the extent significant opportunities for long-term
capital appreciation outside of the Pacific Basin and Europe become available.
The Fund currently invests a portion of its assets in certain countries in
Latin America, including Mexico, Brazil, Argentina, Chile, Peru, Venezuela,
Colombia and Ecuador. The Fund may invest in other Latin American countries as
opportunities develop. As of June 1, 1996, approximately 5% of the Fund's
investments were in companies in Latin America. The Fund does not invest in
Common Stock of U.S. companies. No assurance can be given that the Fund's
investment objective will be achieved.
The investment objective of the Fund is not fundamental and may be changed
without shareholder approval. If there is a change in investment objective,
shareholders should consider whether the Fund remains an appropriate
investment in light of their then current financial position and needs.
EMERGING MARKETS FUND
Emerging Markets Fund's investment objective is long-term capital
appreciation. Current income is incidental to this objective. Emerging Markets
Fund seeks to achieve its investment objective through investments primarily
(under normal circumstances, at least 65% of its total assets) in Common Stock
(as defined above) of issuers in the world's emerging securities markets.
Emerging securities markets can be found in regions such as Latin America,
Asia, Eastern Europe, the Middle East, Southern Europe and Africa. The Fund's
investment objective is fundamental and cannot be changed without shareholder
approval.
In attempting to achieve the Fund's investment objective, Management will
focus primarily on asset allocation among selected emerging markets and,
secondarily, on issuer selection within those markets. Because the Emerging
Markets Fund is the successor to the Hercules Latin American Value Fund (see
"General Information") the Fund's portfolio consists solely of securities of
Latin American issuers as of the date of this Prospectus. This may cause the
Fund's performance to be more volatile than that of a more geographically
diversified fund. See "Risk Factors" for a discussion of the risks of
investments in
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Latin America. As investment opportunities arise, however, Management expects
to allocate new investments among emerging markets in other geographic areas
of the world.
The Fund's assets will be allocated among emerging markets in accordance
with Management's judgment as to where the best investment opportunities
exist. Criteria for determining the appropriate distribution of investments
among various countries and regions include the prospects for relative growth
among the countries, expected levels of inflation, government policies
influencing business conditions, the outlook for currency relationships and
the range of alternative opportunities available to international investors.
Criteria for selection of individual securities within an emerging market
include the issuer's competitive position, prospects for growth, managerial
strength, earnings quality, underlying asset value, relative market value and
overall marketability. The Fund may invest in securities of companies having
various levels of net worth, including smaller companies whose securities
generally are more volatile than securities offered by larger companies with
higher levels of net worth.
Countries with emerging markets include those that have an emerging stock
market as defined by the International Finance Corporation, those with low- to
middle-income economies according to the International Bank for Reconstruction
and Development (the World Bank), and those listed in World Bank publications
as developing. The Fund will emphasize countries with relatively low gross
national product per capita compared to the world's major economies, and with
the potential for rapid economic growth. An issuer in an emerging market is
defined as a company: (1) the principal securities trading market for which is
an emerging market; (2) which is organized under the laws of an emerging
market country; or (3) which derives a significant proportion (at least 50%)
of its revenues or profits from goods produced or sold, investments made, or
services performed in the emerging market country or which has at least 50% of
its assets situated in such a country.
The Fund currently intends to select its investments from the following
countries with emerging markets:
ASIA: China, India, Indonesia, Korea, Malaysia,
Pakistan, Phillipines, Sri Lanka, Taiwan,
Thailand
EUROPE: Czech Republic, Greece, Hungary, Poland,
Portugal
LATIN AMERICA: Argentina, Brazil, Chile, Colombia, Mexico,
Peru, Venezuela
AFRICA: Nigeria, South Africa, Zimbabwe
MIDDLE EAST: Jordan, Turkey
The foregoing list of emerging markets is not exhaustive; the Fund may
invest in countries other than those listed above when such investments are
consistent with the Fund's investment objective and policies. The Fund will at
all times, except during defensive periods, maintain investments in at least
three countries having emerging markets.
Developing or emerging markets tend to be in less economically developed
regions of the world. General characteristics of developing market countries
also include lower degrees of political stability, a high demand for capital
investment, a high dependence on export markets for their major industries, a
need to develop basic economic infrastructures, and rapid economic growth.
Management believes that investments in Common Stock of companies in emerging
markets offer the opportunity for significant long-term investment returns.
However, these investments involve certain risks. See "Risk Factors" below.
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TYPES OF SECURITIES IN WHICH THE FUNDS MAY INVEST
The Funds invest primarily in Common Stock. In addition, up to 10% of each
Fund's assets may be invested in rights, options or warrants to purchase
Common Stock. In addition to investing directly in Common Stock, the Funds may
invest in American Depository Receipts ("ADRs") and European Depository
Receipts ("EDRs"). Generally, ADRs in registered form are U.S. dollar
denominated securities designed for use in the U.S. securities markets, which
represent and may be converted into the underlying foreign security. The Funds
do not currently intend to invest in ADRs sponsored by persons other than the
underlying issuers. EDRs are typically issued in bearer form and are designed
for use in the European securities markets. The Funds also may purchase shares
of investment companies or trusts which invest principally in securities in
which the Funds are authorized to invest. The purchase of investment company
stock currently is one of the few mechanisms through which the Funds may
invest in securities of companies located in a number of countries. For a
discussion of the risks of investing in investment companies, see "Risk
Factors--Investment and Repatriation Restrictions."
For temporary defensive purposes, the Funds may invest without limitation in
U.S. dollar denominated or foreign currency denominated cash or in high
quality debt securities with remaining maturities of one year or less. Such
securities may include commercial paper, certificates of deposit, bankers'
acceptances and securities issued by the U.S. or a foreign government, their
agencies or instrumentalities. All securities in which the Funds invest for
defensive purposes (other than securities issued or guaranteed by the U.S. or
a foreign government, their agencies or instrumentalities) must be rated AA or
better by Standard & Poor's Ratings Services or be of comparable quality as
determined by the Adviser. For an explanation of ratings, see Appendix A to
the Statement of Additional Information.
SPECIAL INVESTMENT METHODS
The following discussion describes some of the investment management
practices that the Funds may employ from time to time to facilitate portfolio
management and mitigate risk. Certain of these practices could be considered
"derivative" transactions. The term "derivatives" has been used to identify a
variety of financial instruments; there is no discrete class of instruments
that is covered by the term. A "derivative" is commonly defined as a financial
instrument whose value is based upon, or derived from, an underlying index,
reference rate (e.g., interest rates or currency exchange rates), security,
commodity or other asset. Forward currency transactions, options on
securities, futures contracts, options on futures contracts and when-issued
securities transactions are derivative contracts. These derivative contracts
involve varying degrees and types of risk as set forth below.
FOREIGN CURRENCY TRANSACTIONS
The Funds may engage in currency exchange transactions in connection with
the purchase and sale of their investments. Currency exchange transactions are
necessary to enable the Funds to purchase securities denominated in a foreign
currency and to convert interest and dividend payments or sales proceeds paid
in a foreign currency into U.S. dollars or into another currency. In addition,
the Funds may engage in forward foreign currency exchange transactions and
foreign currency futures and options transactions to protect against
uncertainty with respect to future currency exchange rates. Forward currency
exchange and futures and options transactions are used only for hedging and
not for speculation. The Funds conduct currency exchange transactions either
on a spot (cash) basis at the rate prevailing in the currency exchange market
or through entering into forward or futures contracts to purchase or sell
foreign currencies.
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The Funds may engage in "transaction hedging" to protect against a change in
the foreign currency exchange rate between the date on which a Fund contracts
to purchase or sell the security and the settlement date or to "lock in" the
U.S. dollar equivalent (or other foreign currency equivalent to the extent
needed for purposes of purchasing securities) of a dividend or interest
payment in a foreign currency. For that purpose, the Funds may purchase or
sell a foreign currency on a spot (or cash) basis at the prevailing spot rate
in connection with the settlement of transactions in portfolio securities
denominated in that foreign currency.
If conditions warrant, the Funds may also enter into contracts to purchase
or sell foreign currencies at a future date ("forward contracts") and purchase
or sell foreign currency futures contracts as a hedge against changes in
foreign currency exchange rates between the trade and settlement dates on
particular transactions and not for speculation. A foreign currency forward
contract is a negotiated agreement to exchange currency at a future time at a
rate or rates that may be higher or lower than the spot rate. Foreign currency
futures contracts are standardized exchange-traded contracts and have margin
requirements.
For transaction hedging purposes, the Funds may also purchase exchange-
listed and over-the-counter call and put options on foreign currency futures
contracts and on foreign currencies. A put option on a futures contract gives
a Fund the right to assume a short position in the futures contract until
expiration of the option. A put option on currency gives a Fund the right to
sell a currency at an exercise price until the expiration of the option. A
call option on a futures contract gives a Fund the right to assume a long
position in the futures contract until the expiration of the option. A call
option on currency gives a Fund the right to purchase a currency at the
exercise price until the expiration of the option.
The Funds may engage in "position hedging" to protect against a decline in
the value relative to the U.S. dollar of the currencies in which portfolio
securities are denominated or quoted (or an increase in the value of currency
for securities which a Fund intends to buy, when it holds cash reserves and
short-term investments). For position hedging purposes, the Funds may purchase
or sell foreign currency futures contracts and foreign currency forward
contracts, and may purchase put or call options on foreign currency futures
contracts and in foreign currencies on exchanges or over-the-counter markets.
In connection with position hedging, the Funds may also purchase or sell
foreign currency on a spot basis.
Transaction and position hedging do not eliminate fluctuations in the
underlying prices of the securities which the Funds own or intend to purchase
or sell. They simply establish a rate of exchange which one can achieve at
some future point in time. Additionally, although these techniques tend to
minimize the risk of loss due to a decline in the value of the hedged
currency, they tend to limit any potential gain which might result from the
increase in the value of such currency. In addition, hedging transactions
involve costs and may result in losses. The Funds may write covered call
options on foreign currencies to offset some of the costs of hedging those
currencies. The Funds will engage in over-the-counter transactions only when
appropriate exchange-traded transactions are unavailable and when, in the
opinion of the Adviser, the pricing mechanism and liquidity are satisfactory
and the participants are responsible parties likely to meet their contractual
obligations. Each Fund's ability to engage in hedging and related option
transactions may be limited by tax considerations. See "Taxation--Consequences
of Certain Fund Investments" in the Statement of Additional Information.
For additional information regarding foreign currency transactions, see
"Investment Objectives and Policies--Foreign Currency Transactions" in the
Statement of Additional Information.
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HEDGING
The Funds may engage in various futures and put and call transactions
(collectively, "Hedging Transactions"). Hedging Transactions may be used to
attempt to protect against possible declines in the market value of a Fund's
portfolio, to protect a Fund's unrealized gains in the value of its portfolio
securities, to facilitate the sale of such securities for investment purposes
or to establish a position in the securities markets as a temporary substitute
for purchasing particular securities. Any or all of these techniques may be
used at any time. There is no overall limitation on the percentage of a Fund's
portfolio securities which may be subject to a hedge position. There is no
particular strategy that requires use of one technique rather than another.
Use of any Hedging Transaction is a function of market conditions. The Hedging
Transactions that the Funds may use are described below. Additional Hedging
Transactions may be used by the Funds in the future as they are developed to
the extent deemed appropriate by the Board of Directors of Piper Global.
Options on Securities. In seeking to reduce fluctuations in net asset value,
the Funds may write (i.e., sell), covered put and call options and purchase
put and call options on the securities in which they may invest. Such options
are traded on U.S. and foreign securities exchanges and in the over-the-
counter markets.
A put option gives the buyer of such option, upon payment of a premium, the
right to deliver a specified amount of a security to the writer of the option
on or before a fixed date at a predetermined price. A call option gives the
purchaser of the option, upon payment of a premium, the right to call upon the
writer to deliver a specified amount of a security on or before a fixed date,
at a predetermined price. A call option written by a Fund is "covered" if the
Fund owns the underlying security covered by the call or has an absolute and
immediate right to acquire that security without additional cash consideration
(or for additional cash consideration held in a segregated account by its
custodian) upon conversion or exchange of other securities held in its
portfolio. A call option is also covered if a Fund holds a call on the same
security and in the same principal amount as the call written where the
exercise price of the call held (a) is equal to or less than the exercise
price of the call written or (b) is greater than the exercise price of the
call written if the difference is maintained by the Fund in cash and high
grade liquid debt securities in a segregated account with its custodian. A put
option written by a Fund is "covered" if the Fund maintains cash and high
grade liquid debt securities with a value equal to the exercise price in a
segregated account with its custodian, or else holds a put on the same
security and in the same principal amount as the put written where the
exercise price of the put held is equal to or greater than the exercise price
of the put written. The Funds will not write puts if, as a result, more than
50% of a Fund's assets would be required to be segregated. The premium paid by
the purchaser of an option will reflect, among other things, the relationship
of the exercise price to the market price and volatility of the underlying
security, the remaining term of the option, supply and demand and interest
rates.
In purchasing a call option, a Fund would be in a position to realize a gain
if, during the option period, the price of the security increased above the
call option price by an amount in excess of the cost of the option. Otherwise,
it would realize a loss. In purchasing a put option, a Fund would be in a
position to realize a gain if, during the option period, the price of the
security declined below the put option price by an amount in excess of the
cost of the option. Otherwise, it would realize a loss. If a put or call
option purchased by a Fund were permitted to expire without being sold or
exercised, its premium would be lost by the Fund.
If a put option written by a Fund were exercised, the Fund would be
obligated to purchase the underlying security at the exercise price. If a call
option written by a Fund were exercised, the Fund
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would be obligated to sell the underlying security at the exercise price. The
risk involved in writing a put option is that there could be a decrease in the
market value of the underlying security caused by rising interest rates or
other factors. If this occurred, the option could be exercised and the
underlying security would then be sold to the Fund at a higher price than its
current value. The risk involved in writing a call option is that there could
be an increase in the market value of the underlying security caused by
declining interest rates or other factors. If this occurred, the option could
be exercised and the underlying security would then be sold by the Fund at a
lower price than its current market value. These risks could be reduced by
entering into a closing transaction as described in Appendix B to the
Statement of Additional Information. A Fund retains the premium received from
writing a put or call option whether or not the option is exercised. See
Appendix B to the Statement of Additional Information for a further discussion
of the use, risks and costs of option trading.
The exchanges have established position limits governing the maximum number
of options which may be written by an investor or group of investors acting in
concert. Similarly, the Commodities Futures Trading Commission and the Chicago
Board of Trade have established futures position limits for an investor or
group of investors acting in concert. (A discussion of the Funds' ability to
invest in futures contracts and options thereon is set forth below.) The
position limits may restrict a Fund's ability to purchase or write options on
a particular security or to enter into futures contracts. It is possible that
the Funds and other clients of the Adviser, including closed-end and other
open-end investment companies managed by the Adviser, may be considered to be
a group of investors acting in concert. Thus, the number of options or futures
transactions which a Fund may enter into may be affected by options or futures
transactions of other investment advisory clients of the Adviser.
Over-the-counter options are purchased or written by a Fund in privately
negotiated transactions. Such options are illiquid and it may not be possible
for a Fund to dispose of an option it has purchased or terminate its
obligations under an option it has written at a time when the Adviser believes
it would be advantageous to do so.
Futures Contracts and Options on Futures Contracts. The Funds may enter into
contracts for the purchase or sale for future delivery of securities or
contracts based on financial indices including any index of securities in
which the Funds may invest ("futures contracts") and may purchase and write
put and call options to buy or sell futures contracts ("options on futures
contracts"). A "sale" of a futures contract means the acquisition of a
contractual obligation to deliver the securities called for by the contract at
a specified price on a specified date. The purchaser of a futures contract on
an index agrees to take or make delivery of an amount of cash equal to the
difference between a specified dollar multiple of the value of the index on
the expiration date of the contract ("current contract value") and the price
at which the contract was originally struck. No physical delivery of the
securities underlying the index is made. Options on futures contracts to be
written or purchased by the Funds will be traded on exchanges or over-the-
counter. These investment techniques are used only to hedge against declines
in the value of a Fund's portfolio securities or increases in the prices of
securities which a Fund intends to purchase at a later date. The successful
use of such instruments relies upon Management's experience with respect to
such instruments. Should prices move in an unexpected manner, a Fund may not
achieve the anticipated benefits of futures contracts or options on futures
contracts or may realize losses and would thus be in a worse position than if
such strategies had not been used. In addition, the correlation between
movements in the price of futures contracts or options on futures contracts
and movements in the prices of the securities hedged or used for cover will
not be perfect. See Appendix B to the Statement of Additional Information for
further discussion of the use, risks and costs of futures contracts and
options on futures contracts.
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Futures contracts and options on futures contracts are used only as a hedge
and not for speculation. In addition, the Funds do not enter into any futures
contracts or options on futures contracts if immediately thereafter the amount
of initial margin deposits on all the futures contracts of a Fund and premiums
paid on options on futures contracts would exceed 5% of the market value of
the total assets of such Fund. This restriction will not be changed by the
Board of Directors without considering the policies and concerns of the
various applicable federal and state regulatory agencies.
The Funds limit their activities in options and futures contracts to the
extent necessary to prevent disqualification of a Fund as a regulated
investment company under the Internal Revenue Code. For a discussion of the
tax treatment of futures contracts and options on futures contracts, see
"Taxation--Consequences of Certain Fund Investments" in the Statement of
Additional Information.
WHEN-ISSUED AND FORWARD COMMITMENT SECURITIES
Each Fund may purchase securities on a "when-issued" basis and may purchase
or sell securities on a "forward commitment" basis. The Funds may make such
purchases in order to lock-in the purchase price of a security which
Management believes will appreciate in value. There is always the risk,
however, that the security will decrease in value prior to its delivery. When
such transactions are negotiated, the price is fixed at the time the
commitment is made, but delivery and payment for the securities take place at
a later date, which can be a month or more after the date of the transaction.
At the time a Fund makes the commitment to purchase securities on a when-
issued or forward commitment basis, it will record the transaction and
thereafter reflect the value of such securities in determining its net asset
value. At the time a Fund enters into a transaction on a when-issued or
forward commitment basis, a segregated account consisting of cash or high
grade liquid debt securities equal to the value of the when-issued or forward
commitment securities will be established and maintained with the custodian
and will be marked to the market daily. On the delivery date, the Fund will
meet its obligations from securities that are then maturing or sale of the
securities held in the segregated asset account and/or from then available
cash flow. If a Fund disposes of the right to acquire a when-issued security
prior to its acquisition or disposes of its right to deliver or receive
against a forward commitment, it can incur a gain or loss due to market
fluctuation.
There is always a risk that the securities may not be delivered and that a
Fund may incur a loss or will have lost the opportunity to invest the amount
set aside for such transaction in the segregated asset account. The purchase
of securities on a when-issued or forward commitment basis can result in
increased volatility of a Fund's net asset value to the extent the Fund makes
such purchases while remaining substantially fully invested. Settlements in
the ordinary course, which may take substantially more than three business
days for non-U.S. securities, are not treated by the Funds as when-issued or
forward commitment transactions and, accordingly, are not subject to the
foregoing limitations even though some of the risks described above may be
present in such transactions.
REPURCHASE AGREEMENTS
Each Fund may enter, without limitation, into repurchase agreements
pertaining to the securities in which it may invest with securities dealers or
member banks of the Federal Reserve System. A repurchase agreement arises when
a buyer such as a Fund purchases a security and simultaneously agrees to
resell it to the vendor at an agreed-upon future date, normally one day or a
few days later. The resale price is greater than the purchase price,
reflecting an agreed upon interest rate which is effective for the period
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<PAGE>
of time the buyer's money is invested in the security and which is related to
the current market rate rather than the coupon rate on the purchased security.
Such agreements permit a Fund to keep all of its assets at work while
retaining "overnight" flexibility in pursuit of investments of a longer-term
nature. A Fund requires continual maintenance by its custodian for its account
in the Federal Reserve/Treasury Book Entry System of collateral in an amount
equal to, or in excess of, the resale price. In the event a vendor defaults on
its repurchase obligation, a Fund might suffer a loss to the extent that the
proceeds from the sale of the collateral are less than the repurchase price.
In the event of a vendor's bankruptcy, a Fund might be delayed in, or
prevented from, selling the collateral for the Fund's benefit. The Board of
Directors has established procedures, which are periodically reviewed by the
Board, pursuant to which the Adviser will monitor the creditworthiness of the
dealers and banks with which the Funds enter into repurchase agreement
transactions.
LENDING OF SECURITIES
In order to facilitate achievement of its investment objective, the Funds
may from time to time lend securities from its portfolio to brokers, dealers
and financial institutions and receive collateral in the form of cash or U.S.
government securities. Securities lending may be used to generate income to
cushion a Fund against declines in stock prices without requiring the Fund to
sell portfolio securities which it believes will appreciate in value. As with
other extensions of credit, there are risks of delay in recovery or even loss
of rights in the collateral should the borrower of the securities fail
financially. However, a Fund will enter into loan arrangements only with
brokers, dealers or financial institutions which the Adviser has determined
are creditworthy under guidelines established by the Board of Directors. In
addition, collateral for such loans must be maintained at all times in an
amount equal to at least 100% of the current market value of the loaned
securities (including interest on the loaned securities). The interest
accruing on the loaned securities will be paid to the Fund and the Fund will
have the right, on demand, to call back the loaned securities. A Fund may pay
fees to arrange the loans. Each Fund will not lend portfolio securities in
excess of 30% of the value of its total assets (including such loans), nor
does a Fund lend its portfolio securities to any officer, director, employee
or affiliate of the Fund or the Adviser or Sub-Adviser.
ILLIQUID SECURITIES
Neither Fund will invest more than 15% of its net assets in illiquid
securities. For Pacific-European Fund, this a fundamental investment
restriction that may not be changed without the approval of a majority of the
Fund's shares. The restriction is non-fundamental for Emerging Markets Funds,
and thus may be changed without shareholder approval. A security is considered
illiquid if it cannot be sold in the ordinary course of business within seven
days at approximately the price at which it is valued. Illiquid securities may
offer a higher yield than securities which are more readily marketable, but
they may not always be marketable on advantageous terms.
The sale of illiquid securities often requires more time and results in
higher brokerage charges or dealer discounts and other selling expenses than
does the sale of securities eligible for trading on national securities
exchanges or in the over-the-counter markets. A Fund may be restricted in its
ability to sell such securities at a time when the Adviser or Sub-Adviser
deems it advisable to do so. In addition, in order to meet redemption
requests, a Fund may have to sell other assets, rather than such illiquid
securities, at a time which is not advantageous.
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"Restricted securities" are securities which were originally sold in private
placements and which have not been registered under the Securities Act of 1933
(the "1933 Act"). Such securities generally have been considered illiquid,
since they may be resold only subject to statutory restrictions and delays or
if registered under the 1933 Act. In 1990, however, the Securities and
Exchange Commission adopted Rule 144A under the 1933 Act, which provides a
safe harbor exemption from the registration requirements of the 1933 Act for
resales of restricted securities to "qualified institutional buyers," as
defined in the rule. The result of this rule has been the development of a
more liquid and efficient institutional resale market for restricted
securities. Thus, restricted securities are no longer necessarily illiquid.
The Funds may therefore invest in Rule 144A securities and treat them as
liquid when they have been determined to be liquid by the Board of Directors
or by the Adviser or Sub-Adviser subject to the oversight of and pursuant to
procedures adopted by the Board of Directors. See "Investment Objectives and
Policies--Illiquid Securities" in the Statement of Additional Information.
Similar determinations may be made with respect to commercial paper issued in
reliance on the so-called "private placement" exemption from registration
under Section 4(2) of the 1933 Act.
BORROWING
Each Fund may borrow money only from banks for temporary or emergency
purposes in an amount up to 10% of the value of the Fund's total assets,
provided that reverse repurchase agreements entered into by the Fund are not
subject to such limitation. Reverse repurchase agreements are subject,
however, to the asset coverage requirements of the Investment Company Act of
1940 (the "1940 Act") and to certain segregated account requirements. The
Funds have not entered into reverse repurchase agreements in the past and have
no current intention of entering into such agreements in the future. See
"Investment Objectives and Policies--Reverse Repurchase Agreements" in the
Statement of Additional Information. Interest paid by a Fund on borrowed funds
will decrease the net earnings of that Fund. A Fund will not purchase
portfolio securities while outstanding borrowings (other than reverse
repurchase agreements) exceed 5% of the value of such Fund's total assets.
Each Fund may mortgage, pledge or hypothecate its assets only to secure such
temporary or emergency borrowing. The policies set forth in this paragraph are
fundamental and may not be changed without shareholder approval.
PORTFOLIO TURNOVER
The Funds intend to acquire and hold securities for long-term capital
appreciation and normally do not intend to trade in securities for short-term
gains; however, securities may be purchased and sold at such times as
Management deems to be in the best interests of a Fund and its shareholders. A
higher turnover rate may result in higher expenses for a Fund. The method of
calculating portfolio turnover rate is set forth in the Statement of
Additional Information under "Investment Objectives and Policies--Portfolio
Turnover." Portfolio turnover rates for Pacific-European Fund are set forth in
"Financial Highlights." It is estimated that the portfolio turnover rate for
Emerging Markets Fund will not exceed 60%.
INVESTMENT RESTRICTIONS
The Funds have adopted certain fundamental and nonfundamental investment
restrictions in addition to those set forth above. Fundamental investment
restrictions which may not be changed without shareholder approval include the
following: (1) With respect to 75% of its total assets, Pacific-European Fund
will not invest more than 5% of the value of its total assets in any one
issuer, or own
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more than 10% of the outstanding voting securities of any one issuer. (These
restrictions do not apply to securities issued or guaranteed by the U.S.
government or any agency or instrumentality thereof. For purposes of these
restrictions, the government of any country (other than the U.S.), including
its governmental subdivisions, is each considered a single issuer.) (2) The
Funds will not invest 25% or more of the value of their total assets in the
same industry. (This restriction does not apply to securities issued or
guaranteed by the U.S. government or its agencies or instrumentalities.) In
addition, as nonfundamental investment restrictions which may be changed at
any time without shareholder approval, the Funds will not invest more than 5%
of their net assets in warrants or more than 5% of their total assets in the
securities of issuers which, with their predecessors, have a record of less
than three years' continuous operation. A list of the fundamental and
nonfundamental investment restrictions is set forth in the Statement of
Additional Information.
RISK FACTORS
Investment in foreign securities requires consideration of factors not
typically associated with investment in securities of U.S. issuers. Those
include the following:
Currency Fluctuations. The value of a Fund's portfolio securities computed
in U.S. dollars will vary with increases and decreases in the exchange rate
between the currencies in which the Fund has invested and the U.S. dollar. A
decline in the value of any particular currency against the U.S. dollar will
cause a decline in the U.S. dollar value of a Fund's holdings of securities
denominated in such currency and, therefore, will cause an overall decline in
the Fund's net asset value and net investment income and capital gains, if
any, to be distributed in U.S. dollars to shareholders by the Fund.
The rate of exchange between the U.S. dollar and other currencies is
determined by several factors, including the supply and demand for particular
currencies, central bank efforts to support particular currencies, the
movement of interest rates, the price of oil, the pace of activity in the
industrial countries, including the United States, and other economic and
financial conditions affecting the world economy.
Political and Economic Risks. Investing in securities of non-U.S. companies
may entail additional risks. Nationalization, expropriation or confiscatory
taxation, currency blockage, political changes, government regulation, social
instability or diplomatic developments could affect adversely the economy of a
country or the Fund's investment in such country. The Funds may also be
adversely affected by exchange control regulations.
Corporate Disclosure Standards and Governmental Regulation. Non-U.S.
companies are not generally subject to uniform accounting, auditing and
financial reporting standards or to other regulatory requirements comparable
to those applicable to U.S. companies. Thus, there may be less available
information concerning non-U.S. issuers of securities held by a Fund than is
available concerning U.S. companies.
Applicable accounting and financial reporting standards in emerging markets
may be substantially different from U.S. accounting standards and, in certain
emerging markets, no reporting standards currently exist. Consequently,
substantially less information on emerging markets companies is available to
investors and the information that is available may not be conceptually
comparable to, or prepared on the same basis as that available in more
developed capital markets, which may make it difficult to assess the financial
status of particular companies. However, in order to become attractive to
Western
18
<PAGE>
international investors such as the Fund, some emerging markets companies may
submit to reviews of their financial condition conducted in accordance with
accounting standards employed in Western countries. Management believes that
such information, together with the application of other analytical
techniques, can provide an adequate basis on which to assess the financial
viability of such companies.
Market Characteristics. Securities of many non-U.S. companies may be less
liquid and their prices more volatile than securities of comparable U.S.
companies. In addition, securities of companies traded in many countries
outside the U.S., particularly those of emerging securities markets, may be
subject to further risks due to the inexperience of local brokers and
financial institutions in less developed markets, the possibility of permanent
or temporary termination of trading, and greater spreads between bid and asked
prices for securities. The typically small size of the markets for securities
issued by issuers located in emerging markets and the possibility of a low or
nonexistent volume of trading in those securities may also result in a lack of
liquidity and in price volatility of those securities. Non-U.S. stock
exchanges and brokers are subject to less governmental supervision and
regulation than in the U.S. and non-U.S. stock exchange transactions are
usually subject to fixed commissions, which are generally higher than
negotiated commissions on U.S. transactions. In addition, there may in certain
instances be delays in the settlement of non-U.S. stock exchange transactions.
Investment and Repatriation Restrictions. Some countries, particularly
emerging markets, restrict, to varying degrees, foreign investments in their
securities markets. Government and private restrictions take a variety of
forms, including (a) limitations on the amount of funds that may be introduced
into or repatriated from the country (including limitations on repatriation of
investment income and capital gains); (b) prohibitions or substantial
restrictions on foreign investment in certain industries or market sectors,
such as defense, energy and transportation; (c) restrictions (whether
contained in the charter of an individual company or mandated by the
government) on the percentage of securities of a single issuer which may be
owned by a foreign investor; (d) limitations on the types of securities which
a foreign investor may purchase; and (e) restrictions on a foreign investor's
right to invest in companies whose securities are not publicly traded. In some
circumstances, these restrictions may limit or preclude investment in certain
countries or may increase the cost of investing in securities of particular
companies.
The governments of some countries may require that a governmental or quasi-
governmental authority act as custodian of the Fund's assets invested in such
countries. These authorities may not be qualified to act as foreign custodians
under the 1940 Act and, as a result, the Fund will not be able to invest in
these countries in the absence of exemptive relief from the Securities and
Exchange Commission. In addition, the risk of loss through government
confiscation may be increased in such countries.
Foreign Taxes. Each Fund's interest and dividend income from foreign issuers
may be subject to non-U.S. withholding taxes. Each Fund also may be subject to
taxes on trading profits in some countries. In addition, some countries have a
transfer or stamp duties tax on certain securities transactions. The
imposition of these taxes will increase the cost to a Fund of investing in any
country imposing such taxes. For U.S. tax purposes, U.S. shareholders may be
entitled to a credit or deduction to the extent of any foreign income taxes
paid by the Fund. See "Tax Status."
Risks of Investments in Emerging Markets. Investing in securities of issuers
in emerging markets involves exposure to economic structures that are
generally less diverse and mature than, and to political systems that can be
expected to have less stability than, those of developed countries. Other
characteristics of emerging markets that may affect investment in their
markets include certain national policies that may restrict investment by
foreigners and the absence of developed legal structures
19
<PAGE>
governing private and foreign investments and private property. The typically
small size of the markets for securities issued by issuers located in emerging
markets and the possibility of a low or nonexistent volume of trading in those
securities may also result in a lack of liquidity and in price volatility of
those securities. In addition, issuers in emerging markets typically are
subject to a greater degree of change in earnings and business prospects than
are companies in developed markets.
Included among the emerging markets in which both Funds may invest are the
formerly communist countries of Eastern Europe and the People's Republic of
China. Emerging Markets Fund may also invest in the Commonwealth of
Independent States (formerly the Soviet Union). (These countries are referred
to collectively as the "Communist Countries.") Upon the accession to power of
Communist regimes approximately 40 to 70 years ago, the governments of a
number of Communist Countries expropriated a large amount of property. The
claims of many property owners against those governments were never finally
settled. There can be no assurance that any Fund investments in Communist
Countries would not also be expropriated, nationalized or otherwise
confiscated. In the event of such expropriation, nationalization or other
confiscation, a Fund could lose its entire investment in the country involved.
In addition, any change in the leadership or policies of Communist Countries
may halt the expansion of or reverse the liberalization of foreign investment
policies now occurring and adversely affect existing investment opportunities.
Risks of Investments in Latin America. Because the Emerging Markets Fund is
the successor to the Hercules Latin American Value Fund (see "General
Information") the Fund's portfolio consists solely of securities of Latin
American issuers as of the date of the Prospectus. Many of the currencies of
Latin American and certain other emerging market countries have experienced
steady devaluations relative to the U.S. dollar, and major devaluations have
historically occurred in certain countries. Devaluations in the currencies in
which Emerging Markets Fund's portfolio securities are denominated may have a
detrimental impact on the Fund.
Some Latin American countries also may have managed currencies which are not
free-floating against the U.S. dollar. In addition, there is a risk that
certain Latin American and other emerging market countries may restrict the
free conversion of their currencies into other currencies. Further, certain
currencies issued by Latin American countries may not be internationally
traded.
Most Latin American countries have experienced substantial, and in some
periods extremely high, rates of inflation for many years. Inflation and rapid
fluctuations in inflation rates have had and may continue to have very
negative effects on the economies and securities markets of certain Latin
American countries.
Many Latin American governments have exercised and continue to exercise a
significant influence over many aspects of the private sector. Government
actions concerning the economy could have a significant effect on market
conditions and prices and/or yields of securities in which Emerging Markets
Fund invests. For more information on investment in Latin American and other
emerging market countries, see "Investment Objectives and Policies--Additional
Risks of Investments in Latin America" in the Statement of Additional
Information.
Other Investment Practices. The Funds may engage in investment practices
which involve certain special risks. These include foreign currency
transactions, purchasing and selling options on securities, entering into
futures contracts, purchasing and selling put and call options on futures
contracts, and the purchase and sale of securities on a "when-issued" or
"forward commitment" basis, all of which could
20
<PAGE>
be considered "derivative transactions," the use of repurchase agreements, the
lending of portfolio securities, investing in illiquid securities, and
borrowing from banks (but only for temporary or emergency purposes in an
amount up to 10% of the value of a Fund's total assets). The use of these
techniques may increase the volatility of a Fund's net asset value. See
"Special Investment Methods" for a discussion of the risks involved with these
investment practices.
DIVERSIFICATION STATUS
Pacific-European Fund operates as a "diversified" management investment
company, as defined in the 1940 Act, which means that with respect to at least
75% of its total assets, it will not invest more than 5% of the value of its
total assets in any one issuer or own more than 10% of the outstanding voting
securities of any one issuer. Emerging Markets Fund is "non-diversified" and,
accordingly, will be able to invest more than 5% of the value of its assets in
the obligations of a single issuer, subject to the diversification
requirements of subchapter M of the Internal Revenue Code of 1986, as amended.
To the extent that Emerging Markets Fund invests a relatively high percentage
of its assets in obligations of a limited number of issuers, the Fund may be
more susceptible than more widely diversified funds to any single economic,
political or regulatory occurrence or to changes in an issuer's financial
condition or in the market's assessment of the issuers.
21
<PAGE>
MANAGEMENT
BOARD OF DIRECTORS
The Board of Directors of Piper Global has the primary responsibility for
overseeing the overall management of Piper Global and electing its officers.
INVESTMENT ADVISER
Piper Capital Management Incorporated (the "Adviser") has been retained
under an Investment Advisory and Management Agreement (the "Advisory
Agreement") with Piper Global to act as each Fund's investment adviser subject
to the authority of the Board of Directors.
In addition to acting as the investment adviser for the Funds, the Adviser
serves as investment adviser to a number of other open-end and closed-end
investment companies and to various other concerns, including pension and
profit sharing funds, corporate funds and individuals. As of May 31, 1996, the
Adviser rendered investment advice regarding approximately $9.2 billion of
assets. The Adviser is a wholly owned subsidiary of Piper Jaffray Companies
Inc., a publicly held corporation which is engaged through its subsidiaries in
various aspects of the financial services industry. The address of the Adviser
is Piper Jaffray Tower, 222 South Ninth Street, Minneapolis, Minnesota 55402-
3804.
The Adviser supervises, directs and monitors the day to day operations of
the Funds in accordance with each Fund's investment objective, policies and
restrictions, as well as the implementation of investment programs formulated
by the Sub-Adviser. The Adviser reviews investment and allocation
determinations of the Sub-Adviser. In addition, the Sub-Adviser must obtain
the Adviser's approval prior to (a) any investment of the assets of Pacific-
European Fund in any country outside of the Pacific Basin or Europe and (b)
any investment by the Sub-Adviser which would result in reallocation of in
excess of 5% of Pacific-European Fund's total assets. The Adviser determines
the broker-dealers which are eligible to execute transactions on behalf of the
Funds. The Adviser furnishes at its own expense all necessary administrative
services, office space, equipment and clerical personnel for providing the
foregoing services. In addition, the Adviser pays the salaries and fees of all
officers and directors of the Funds who are affiliated with the Adviser. The
Adviser is liable to the Funds for losses resulting from willful misconduct,
bad faith or gross negligence in the performance of its duties or from its
reckless disregard of its duties under the Advisory Agreement.
Complaints have been brought against the Adviser relating to several other
investment companies for which the Adviser acts or has acted as investment
adviser or subadviser. These lawsuits do not involve the Funds. See "General
Information--Pending Legal Proceedings."
Pacific-European Fund. Under the Advisory Agreement, Pacific-European Fund
pays the Adviser a monthly management fee. The fee is paid at an annual rate
of 1% on average daily net assets up to $100 million, .875% on net assets over
$100 million and up to $200 million, and .75% on net assets over $200 million
(the "Basic Fee"), and is subject to adjustment as described below. The
adjustment is based upon the investment performance of the Fund in relation to
the investment record of the Morgan Stanley Capital International EAFESM Index
(the "EAFE Index"). The Basic Fee is higher than fees paid by most other
investment companies.
Adjustments to the Basic Fee are made by comparison of the Fund's investment
performance for the applicable period with the investment record of the EAFE
Index. The Basic Fee for each month may be
22
<PAGE>
increased or decreased by up to .25% (on an annualized basis) of the Fund's
average daily net assets depending upon the extent (as set forth below) by
which the Fund's performance varies from the EAFE Index over the applicable
performance period. For purposes of calculation of the performance adjustment,
average daily net assets are equal to the Fund's average daily net assets
during the month for which the calculation is being made.
The following table illustrates the full range of permitted increases or
decreases to the Basic Fee on an annualized basis:
<TABLE>
<CAPTION>
ADJUSTMENT
TO BASIC FEE
PERFORMANCE OF FUND RELATIVE TO EAFE INDEX (ANNUALIZED)
------------------------------------------ ------------
<S> <C>
+5 Percentage Points or more................................. +.25
+4........................................................... +.20
+3........................................................... +.15
+2........................................................... +.10
+1........................................................... +.05
0.......................................................... 0
-1........................................................... -.05
-2........................................................... -.10
-3........................................................... -.15
-4........................................................... -.20
-5 Percentage Points or more................................. -.25
</TABLE>
The Basic Fee, plus or minus the performance adjustments calculated as
described herein, is paid monthly. The applicable performance period is a
rolling 12-month period consisting of the most recent calendar month plus the
immediately preceding 11 months.
In calculating the investment performance of Pacific-European Fund as
compared with the investment record of the EAFE Index, dividends and other
distributions of the Fund and dividends and other distributions made with
respect to component securities of the EAFE Index during the performance
period are treated as having been reinvested. The investment performance of
the Fund is calculated based upon the total return of the Fund for the
applicable period, which consists of the total net asset value of the Fund at
the end of the applicable period, including reinvestment of dividends and
distributions, less the net asset value of the Fund at the commencement of the
applicable period divided by the net asset value of the Fund at the
commencement of the applicable period. Fractions of a percentage point are
rounded to the nearest whole point (to the higher whole point if exactly one-
half).
The EAFE Index is a market capitalization weighted index containing (as of
June 1, 1996) 1,100 companies representing approximately 60% of the market
capitalization of each of the following 20 countries: Australia, Austria,
Belgium, Denmark, Finland, France, Germany, Hong Kong, Ireland, Italy, Japan,
The Netherlands, New Zealand, Norway, Singapore, Malaysia, Spain, Sweden,
Switzerland and the United Kingdom. The EAFE Index is an unmanaged index of
common stocks, whereas Pacific-European Fund, under normal circumstances, may
invest up to 35% of its assets in securities other than common stock.
Additionally, the largest percentages of the EAFE Index are currently
represented by the Japanese and United Kingdom markets, which currently
represent approximately 39% and 16%, respectively, of the EAFE Index.
Consequently, the extent to which the EAFE Index increases or decreases in any
one year will be affected significantly by the performance of these markets.
Pacific-European Fund currently has approximately 45% and 10%, respectively,
of its total assets invested in Japan and the United Kingdom. Because the
Fund's weighting in these two markets is not as significant
23
<PAGE>
as that of the EAFE Index, the performance of the other markets in which the
Fund invests, as compared to that of the Japanese and United Kingdom markets,
will affect to a significant degree whether the Fund outperforms or
underperforms the EAFE Index.
Emerging Markets Fund. Emerging Markets Fund pays the Adviser a monthly
management fee at an annual rate of 1% of the Fund's average daily net assets.
This fee is higher than that paid by most other mutual funds.
SUB-ADVISER
Edinburgh Fund Managers plc, Donaldson House, 97 Haymarket Terrace,
Edinburgh, Scotland EH12, 5HD, is the Sub-Adviser for each Fund under an
agreement with the Adviser (the "Sub-Advisory Agreement"). The Sub-Adviser is
responsible for the investment and reinvestment of the Funds' assets and the
placement of brokerage transactions in connection therewith. For its services
to Pacific-European Fund, the Sub-Adviser is paid a fee by the Adviser equal
to 65% of the Basic Fee plus or minus 90% of the performance fee adjustment
described above. Such fee is paid over the same time periods and calculated in
the same manner as the investment advisory fee described above under "--
Investment Adviser." The Adviser and Sub-Adviser also have entered into an
Expense Reimbursement Agreement pursuant to which the Sub-Adviser pays the
Adviser a monthly fee equal to 10% of the Basic Fee to reimburse the Adviser
for certain expenses it bears in connection with the administration of
Pacific-European Fund. For its services to Emerging Markets Fund, the Sub-
Adviser is paid a fee by the Adviser equal, on an annual basis, to .50% of the
Fund's average daily net assets.
The Sub-Adviser is a public limited company that was incorporated in 1969.
The British Investment Trust PLC, a Scottish closed-end investment company
founded in 1889 for which the Sub-Adviser serves as investment manager and
adviser, is a controlling shareholder of the Sub-Adviser. The Sub-Adviser, an
investment adviser registered under the Investment Advisers Act of 1940,
currently furnishes investment management services, directly or through
subsidiaries, to 10 closed-end investment companies, 18 open-end investment
companies, 13 pension plans, 4 charitable organizations and 13 other
individual/corporate clients. As of January 31, 1996, the Sub-Adviser managed
approximately $5.3 billion of assets.
PORTFOLIO MANAGEMENT
The day-to-day management of each Fund is primarily the responsibility of
the Sub-Adviser. The Funds are co-managed by Michael W. Balfour and Lloyd
Beat. Mr. Balfour, who is a director of Piper Global, is Chief Investment
Director and Joint Managing Director of the Sub-Adviser. Previously, he was
director of overseas investments for the Sub-Adviser from 1992 to 1995 and the
assistant director and head of the Pacific Department of the Sub-Adviser from
1988 to 1992. Mr. Beat joined the Sub-Adviser in 1987 and is currently an
executive director of the Sub-Adviser. He is head of the Sub-Adviser's
Investment Strategy Department and a member of the Asset Allocation Committee.
Mr. Balfour has managed the Pacific-European Fund since its inception and Mr.
Beat has managed such Fund since December 1993. The Sub-Adviser's management
of the Emerging Markets Fund commenced on June 21, 1996.
TRANSFER AGENT, DIVIDEND DISBURSING AGENT AND CUSTODIAN
First Trust National Association, 180 East Fifth Street, St. Paul, Minnesota
55101, serves as Custodian for Pacific-European Fund's portfolio securities
and cash. Investors Fiduciary Trust Company
24
<PAGE>
("IFTC"), 127 West Tenth Street, Kansas City, Missouri 64105, serves as
Custodian for Emerging Markets Fund and serves as each Fund's Transfer Agent
and Dividend Disbursing Agent.
Rules adopted under the 1940 Act permit the Funds to maintain securities and
cash in the custody of certain eligible banks and securities depositories. The
Funds' portfolios of Pacific Basin, European issuers and emerging market
securities are held by its sub-custodians who are approved by the directors in
accordance with such rules. Such determination is made pursuant to such rules
following a consideration of a number of factors including, but not limited
to, the reliability and financial stability of the institution; the ability of
the institution to perform custodial services for the Funds; the reputation of
the institution in its national market; the political and economic stability
of the country in which the institution is located; and the risks of potential
nationalization or expropriation of Fund assets.
Piper Global has entered into Shareholder Account Servicing Agreements with
the Distributor and Piper Trust Company, an affiliate of the Distributor and
the Adviser. Under these agreements, the Distributor and Piper Trust Company
provide transfer agent and dividend disbursing agent services for certain
shareholder accounts. For more information, see "Investment Advisory and Other
Services--Transfer Agent and Dividend Disbursing Agent" in the Statement of
Additional Information.
PORTFOLIO TRANSACTIONS AND BROKERAGE COMMISSIONS
The Adviser and Sub-Adviser select brokers and futures commission merchants
to use for the Funds' portfolio transactions. In making its selection, the
Adviser may consider a number of factors, which are more fully discussed in
the Statement of Additional Information, including but not limited to,
research services, the reasonableness of commissions and quality of services
and execution. A broker's sales of Fund shares may also be considered a factor
if the Adviser or Sub-Adviser is satisfied that the Fund would receive from
that broker the most favorable price and execution then available for a
transaction. Portfolio transactions for a Fund may be effected through the
Distributor on a securities exchange in compliance with Section 17(e) of the
1940 Act. For more information, see "Portfolio Transactions and Allocation of
Brokerage" in the Statement of Additional Information.
DISTRIBUTION OF FUND SHARES
Piper Jaffray acts as the principal distributor of each Fund's shares. Each
Fund has adopted a Distribution Plan (the "Plan") as required by Rule 12b-1
under the 1940 Act. With respect to Pacific-European Fund, the Distributor is
entitled to reimbursement each month for its actual expenses incurred in
connection with servicing of the Fund's shareholder accounts and in connection
with distribution related services provided with respect to the Fund, in an
amount not to exceed, on an annualized basis, .50% of the average daily net
assets of the Fund. With respect to Emerging Markets Fund, the Distributer is
paid a total fee in connection with the servicing of the Fund's shareholder
accounts and in connection with distribution related services provided with
respect to the Fund. This fee is calculated and paid monthly at an annual rate
equal to .50% of the average daily net assets of the Fund. Payments under
Emerging Markets Fund's Plan are not tied exclusively to expenses actually
incurred by the Distributor and may exceed such expenses.
For each Fund, a portion of the Rule 12b-1 payments equal to .25% of average
daily net assets is categorized as a servicing fee intended to reimburse or
compensate the Distributor for the ongoing servicing and/or maintenance of
shareholder accounts. The remainder is categorized as a distribution fee
25
<PAGE>
intended to reimburse or compensate the Distributor for its expenses incurred
in connection with the sale of Fund shares. The Distributor has voluntarily
agreed to limit the total fee payable under each Fund's Plan to .32% of such
Fund's average daily net assets. These limitations may be revised or
terminated at any time after February 28, 1997 for Pacific-European Fund and
June 30, 1997 for Emerging Markets Fund. The Adviser and the Distributor, out
of their own assets, may pay for certain expenses incurred in connection with
the distribution of shares of the Funds. In particular, the Adviser may make
payments out of its own assets to Piper Jaffray Investment Executives and
other broker dealers in connection with their sales of shares of the Funds.
See "How to Purchase Shares--Purchase Price." Further information regarding
the Distribution Plans is contained in the Statement of Additional
Information.
The Distributor uses all or a portion of its Rule 12b-1 fee to make payments
to Investment Executives of the Distributor and broker-dealers which have
entered into sales agreements with the Distributor. If shares of a Fund are
sold by a representative of a broker-dealer other than the Distributor, the
broker-dealer is paid .30% of the average daily net assets of such Fund
attributable to shares sold by the broker-dealer's representative. If shares
of a Fund are sold by an Investment Executive of the Distributor, compensation
is paid to the Investment Executive in the manner set forth in a written
agreement, in an amount not to exceed .30% of the average daily net assets of
such Fund attributable to shares sold by the Investment Executive.
Complaints have been brought against the Distributor relating to several
investment companies for which the Adviser acts or has acted as investment
adviser or subadviser. These lawsuits do not involve the Funds. See "General
Information--Pending Legal Proceedings."
26
<PAGE>
Shareholder Guide to Investing
HOW TO PURCHASE SHARES
GENERAL
Fund shares may be purchased at the public offering price from the
Distributor and from other broker-dealers who have sales agreements with the
Distributor. The address of the Distributor is that of the Fund. The
Distributor reserves the right to reject any purchase order. You should be
aware that, because the Funds do not issue stock certificates, Fund shares
must be kept in an account with the Distributor or with IFTC. All investments
must be arranged through your Piper Jaffray Investment Executive or other
broker-dealer.
PURCHASE PRICE
You may purchase shares of the Funds at the net asset value per share next
calculated after receipt of your order by your Piper Jaffray Investment
Executive or other broker-dealer, plus a front-end sales charge as follows:
<TABLE>
<CAPTION>
SALES CHARGE SALES CHARGE
AMOUNT OF TRANSACTION AT OFFERING AS A PERCENTAGE OF AS A PERCENTAGE OF
PRICE OFFERING PRICE NET ASSET VALUE
--------------------------------- ------------------ ------------------
<S> <C> <C>
Less than $100,000................ 4.00% 4.17%
$100,000 but less than $250,000... 3.25% 3.36%
$250,000 but less than $500,000... 2.50% 2.56%
$500,000 and over................. 0.00% 0.00%
</TABLE>
This table sets forth total sales charges or underwriting commissions. The
Distributor may reallow up to the entire sales charge to broker-dealers in
connection with their sales of shares. These broker-dealers may, by virtue of
such reallowance, be deemed to be "underwriters" under the 1933 Act.
DURING THE SPECIAL OFFERING PERIOD, WHICH EXTENDS THROUGH SEPTEMBER 30,
1996, YOU MAY PURCHASE SHARES OF THE FUNDS WITHOUT AN INITIAL SALES CHARGE.
THE DISTRIBUTOR WILL PAY ITS INVESTMENT EXECUTIVES AND OTHER BROKER-DEALERS
SELLING SHARES OF THE FUNDS A FEE EQUAL TO 2% OF THE NET ASSET VALUE OF ANY
SHARES SOLD DURING THIS PERIOD. THESE PAYMENTS WILL BE AN EXPENSE OF THE
DISTRIBUTOR; THEY WILL NOT BE REIMBURSED BY THE FUNDS UNDER THEIR RULE 12B-1
PLANS. A 2% CONTINGENT DEFERRED SALES CHARGE ("CDSC") WILL BE ASSESSED IN THE
EVENT YOU REDEEM SHARES DURING THE FIRST 12 MONTHS AFTER PURCHASE; DURING THE
SECOND 12 MONTHS AFTER PURCHASE A 1% CDSC WILL BE ASSESSED. THIS SALES CHARGE
WILL BE PAID TO THE DISTRIBUTOR. FOR MORE INFORMATION, PLEASE REFER TO "HOW TO
REDEEM SHARES--CONTINGENT DEFERRED SALES CHARGE."
The Distributor will make certain payments to its Investment Executives and
to other broker-dealers in connection with their sales of Fund shares. See
"Distribution of Fund Shares," above. In addition, the Distributor or the
Adviser, at their own expense, provide promotional incentives to investment
executives of the Distributor and to broker-dealers who have sales agreements
with the Distributor in connection with sales of shares of the Funds and other
mutual funds for which the Adviser acts as investment adviser. In some
instances, these incentives may be made available only to certain Investment
Executives or broker-dealers who have sold or may sell significant amounts of
such shares. The incentives may include payment for travel expenses, including
lodging at luxury resorts, incurred in connection with sales seminars.
27
<PAGE>
Shareholder Guide to Investing
PURCHASES OF $500,000 OR MORE
If you make a purchase of $500,000 or more (including purchases made under a
Letter of Intent), a 1% contingent deferred sales charge will be assessed in
the event you redeem shares within 24 months following the purchase. This
sales charge will be paid to the Distributor. For more information, please
refer to the Contingent Deferred Sales Charge section of "How To Redeem
Shares." The Distributor currently pays its Investment Executives and other
broker-dealers fees in connection with these purchases as follows:
<TABLE>
<CAPTION>
FEE AS
A PERCENTAGE
AMOUNT OF TRANSACTION OF OFFERING PRICE
--------------------- -----------------
<S> <C>
First $1,000,000........................................ 1.00%
Next $2,000,000......................................... 0.75%
Next $2,000,000......................................... 0.50%
Next $5,000,000......................................... 0.25%
Above $10,000,000....................................... 0.15%
</TABLE>
Piper Jaffray Investment Executives and other broker-dealers generally will
not receive a fee in connection with purchases on which the contingent
deferred sales charge is waived. However, the Distributor, in its discretion,
may pay a fee out of its own assets to its Investment Executives and other
broker-dealers in connection with purchases by employee benefit plans on which
no sales charge is imposed. Please see the Special Purchase Plans section of
"Reducing Your Sales Charge."
MINIMUM INVESTMENTS
A minimum initial investment of $250 is required.There is no minimum for
subsequent investments. The Distributor, in its discretion, may waive the
minimum.
REDUCING YOUR SALES CHARGE
You may qualify for a reduced sales charge through one or more of several
plans. You must notify your Piper Jaffray Investment Executive or broker-
dealer at the time of purchase to take advantage of these plans.
AGGREGATION
Front-end or initial sales charges may be reduced or eliminated by
aggregating your purchase with purchases of certain related personal accounts.
In addition, purchases made by members of certain organized groups will be
aggregated for purposes of determining sales charges. Sales charges are
calculated by adding the dollar amount of your current purchase to the higher
of the cost or current value of shares of any Piper fund sold with a sales
charge that are currently held by you and your related accounts or by other
members of your group.
Qualified Groups. You may group purchases in the following personal accounts
together:
. Your individual account.
28
<PAGE>
Shareholder Guide to Investing
. Your spouse's account.
. Your children's accounts (if they are under the age of 21).
. Your employee benefit plan accounts if they are exclusively for your
benefit. This includes accounts such as IRAs, individual 403(b) plans or
single-participant Keogh-type plans.
. A single trust estate or single fiduciary account if you are the trustee
or fiduciary.
Additionally, purchases made by members of any organized group meeting the
requirements listed below may be aggregated for purposes of determining sales
charges:
. The group has been in existence for more than six months;
. It is not organized for the purpose of buying redeemable securities of a
registered investment company; and
. Purchases must be made through a central administration, or through a
single dealer, or by other means that result in economy of sales effort
or expense.
An organized group does not include a group of individuals whose sole
organizational connection is participation as credit card holders of a
company, policyholders of an insurance company, customers of either a bank or
broker-dealer or clients of an investment adviser.
RIGHT OF ACCUMULATION
Sales charges for purchases of Fund shares into Piper Jaffray accounts will
be automatically calculated taking into account the dollar amount of any new
purchases along with the higher of current value or cost of shares previously
purchased in any other mutual fund managed by the Adviser. For other broker-
dealer accounts, you should notify your Investment Executive at the time of
purchase of additional Piper fund shares you may own.
LETTER OF INTENT
Your sales charge may be reduced by signing a non-binding Letter of Intent.
This Letter of Intent will state your intention to invest $100,000 or more in
any of the mutual funds managed by the Adviser that are sold with a sales
charge over a 13-month period, beginning not earlier than 90 days prior to the
date you sign the Letter. You will pay the lower sales charge applicable to
the total amount you plan to invest over the 13-month period. Part of your
shares will be held in escrow to cover additional sales charges that may be
due if you do not invest the planned amount. Please see "Purchase of Shares"
in the Statement of Additional Information for more details. You can contact
your Piper Jaffray Investment Executive or other broker-dealer for an
application.
SPECIAL PURCHASE PLANS
For more information on any of the following special purchase plans, contact
your Piper Jaffray Investment Executive or other broker-dealer.
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Shareholder Guide to Investing
PURCHASE BY PIPER JAFFRAY COMPANIES INC., ITS SUBSIDIARIES AND THE SUB-ADVISER
Piper Jaffray Companies Inc., its subsidiaries and the Sub-Adviser may buy
shares of the Funds without incurring a sales charge. The following persons
associated with such entities also may buy Fund shares without paying a sales
charge:
. Officers, directors and partners.
. Employees and retirees.
. Sales representatives.
. Spouses or children under the age of 21 of any of the above.
. Any trust, pension, profit-sharing or other benefit plan for any of the
above.
PURCHASES BY BROKER-DEALERS
Employees of broker-dealers who have entered into sales agreements with the
Distributor, and spouses and children under the age of 21 of such employees,
may buy shares of the Funds without incurring a sales charge.
PURCHASES BY OTHER INDIVIDUALS WITHOUT A SALES CHARGE
The following other individuals and entities also may buy Fund shares
without paying a sales charge:
. Clients of the Adviser buying shares of the Funds in their advisory
accounts.
. Discretionary accounts at Piper Trust Company and participants in
investment companies exempt from registration under the 1940 Act that are
managed by the Adviser.
. Trust companies and bank trust departments using funds over which they
exercise exclusive discretionary investment authority and which are held
in a fiduciary, agency, advisory, custodial or similar capacity.
. Investors purchasing shares through a Piper Jaffray Investment Executive
if the purchase of such shares is funded by the proceeds from the sale of
shares of any non-money market open-end mutual fund. This privilege is
available for 30 days after the sale.
. American Government Term Trust Inc. ("AGT"), a closed-end fund which was
managed by the Adviser, recently dissolved and distributed its net assets
to shareholders. Former AGT shareholders may invest the distributions
received by them in connection with such dissolution in shares of the
Fund without payment of a sales charge.
PURCHASES BY EMPLOYEE BENEFIT PLANS AND TAX-SHELTERED ANNUITIES
. Shares of the Funds will be sold at net asset value, without a sales
charge, to employee benefit plans containing an actively maintained
qualified cash or deferred arrangement under Section 401(k) of the
Internal Revenue Code of 1986, as amended (the "Code") (a "401(k) Plan").
In the event a 401(k) Plan of an employer has purchased shares in the
Funds or in any other mutual fund managed by the Adviser (other than a
money market fund) during any calendar quarter, any other employee
benefit plan of such employer that is a qualified plan under Section
401(a) of the Code also may purchase shares of the Funds during such
quarter without incurring a sales charge.
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Shareholder Guide to Investing
. Custodial accounts under Section 403(b) of the Code (known as tax-
sheltered annuities) also may buy shares of the Funds without incurring a
sales charge.
HOW TO REDEEM SHARES
NORMAL REDEMPTION
You may redeem all or a portion of your shares on any day that a Fund values
its shares. (Please refer to "Valuation of Shares" below for more
information.) Your shares will be redeemed at the net asset value next
calculated after the receipt of your instructions in good form by your Piper
Jaffray Investment Executive or other broker-dealer as explained below.
Piper Jaffray Inc. Accounts. To redeem your shares, please contact your
Piper Jaffray Investment Executive with an oral request to redeem your shares.
Other Broker-Dealer Accounts. To redeem your shares, you may either contact
your broker-dealer with an oral request or send a written request directly to
the Funds' transfer agent, IFTC. This request should contain: the dollar
amount or number of shares to be redeemed, your Fund account number and either
a social security or tax identification number (as applicable). You should
sign your request in exactly the same way the account is registered. If there
is more than one owner of the shares, all owners must sign. A signature
guarantee is required for redemptions over $25,000. Please contact IFTC or
refer to "Redemption of Shares" in the Statement of Additional Information for
more details.
CONTINGENT DEFERRED SALES CHARGE
If you invest $500,000 or more and, as a result, pay no front-end sales
charge, or if you purchased shares during the Special Offering Period, you may
incur a contingent deferred sales charge if you redeem within 24 months. In
the case of investments of $500,000 or more, for all redemptions made during
the 24-month period this charge will be equal to 1% of the lesser of the net
asset value of the shares at the time of purchase or at the time of
redemption. In the case of purchases made during the Special Offering Period,
this charge will be equal to 2% of the lesser of the net asset value of the
shares at the time of purchase or at the time of redemption for redemptions
made during the first 12 months, and 1% during the second 12 months. The
contingent deferred sales charge does not apply to amounts representing an
increase in the value of Fund shares due to capital appreciation or to shares
acquired through reinvestment of dividend or capital gain distributions. In
determining whether a contingent deferred sales charge is payable, shares that
are not subject to any deferred sales charge will be redeemed first, and other
shares will then be redeemed in the order purchased.
Letter of Intent. In the case of purchases of $500,000 or more made pursuant
to a Letter of Intent, the 24-month period begins on the date the Letter of
Intent is completed.
Special Purchase Plans. If you purchased your shares through one of the
plans described above under "Special Purchase Plans," the contingent deferred
sales charge will be waived. In addition, the contingent deferred sales charge
will be waived in the event of:
. The death or disability (as defined in Section 72(m)(7) of the Code) of
the shareholder. (This waiver will be applied to shares held at the time
of death or the initial determination of disability
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Shareholder Guide to Investing
of either an individual shareholder or one who owns the shares as a joint
tenant with the right of survivorship or as a tenant in common.)
. A lump sum distribution from an employee benefit plan qualified under
Section 401(a) of the Code, an individual retirement account under
Section 408(a) of the Code or a simplified employee pension plan under
Section 408(k) of the Code.
. Systematic withdrawals from any such plan or account if the shareholder
is at least 59 1/2 years old.
. A tax-free return of the excess contribution to an individual retirement
account under Section 408(a) of the Code.
. Involuntary redemptions effected pursuant to the right to liquidate
shareholder accounts having an aggregate net asset value of less than
$200.
Exchanges. If you exchange your shares, no contingent deferred sales charge
will be imposed. However, the charge will apply if you subsequently redeem the
new shares within 24 months of the original purchase.
Reinstatement Privilege. If you elect to use the Reinstatement Privilege
(please see "Shareholder Services" below), any contingent deferred sales
charge you paid will be credited to your account (proportional to the amount
reinvested). Please see "Redemption of Shares" in the Statement of Additional
Information for more details.
PAYMENT OF REDEMPTION PROCEEDS
After your shares have been redeemed, the cash proceeds will normally be
sent to you or your broker-dealer within three business days. In no event will
payment be made more than seven days after receipt of your order in good form.
However, payment may be postponed or the right of redemption suspended for
more than seven days under unusual circumstances, such as when trading is not
taking place on the New York Stock Exchange. Payment of redemption proceeds
may also be delayed if the shares to be redeemed were purchased by a check
drawn on a bank which is not a member of the Federal Reserve System, until
such check has cleared the banking system (normally up to 15 days from the
purchase date).
INVOLUNTARY REDEMPTION
Each Fund reserves the right to redeem your account at any time if the net
asset value of the account falls below $200 as the result of a redemption or
exchange request. You will be notified in writing prior to any such redemption
and will be allowed 30 days to make additional investments before the
redemption is processed.
SHAREHOLDER SERVICES
AUTOMATIC MONTHLY INVESTMENT PROGRAM
You may arrange to make additional automated purchases of shares of the
Funds or certain other mutual funds managed by the Adviser. You can
automatically transfer $100 or more per month from
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Shareholder Guide to Investing
your bank, savings and loan or other financial institution to purchase
additional shares. In addition, if you hold your shares in a Piper Jaffray
account you may arrange to make such additional purchases by having $25 or
more automatically transferred each month from any of the money market fund
series of Piper Funds. You should contact your Piper Jaffray Investment
Executive or IFTC to obtain authorization forms or for additional information.
REINSTATEMENT PRIVILEGE
If you have redeemed shares of either Fund, you may be eligible to reinvest
in shares of any fund managed by the Adviser without payment of an additional
sales charge. The reinvestment request must be made within 30 days of the
redemption. This privilege is subject to the eligibility of share purchases
in your state as well as the minimum investment requirements and any other
applicable terms in the prospectus of the fund being acquired.
EXCHANGE PRIVILEGE
If your investment goals change, you may prefer a fund with a different
objective. If you are considering an exchange into another mutual fund managed
by the Adviser, you should carefully read the appropriate prospectus for
additional information about that fund. A prospectus may be obtained through
your Piper Jaffray Investment Executive, your broker-dealer or the
Distributor. To exchange your shares, please contact your Piper Jaffray
Investment Executive, your broker-dealer or IFTC.
You may exchange your shares for shares of any other mutual fund managed by
the Adviser that is open to new investors. All exchanges are subject to the
eligibility of share purchases in your state as well as the minimum investment
requirements and any other applicable terms in the prospectus of the fund
being acquired. Exchanges are made on the basis of net asset values of the
funds involved, except that investors exchanging into a fund which has a
higher sales charge must pay the difference.
You may make four exchanges per year without payment of a service charge.
Thereafter, you will pay a $5 service charge for each exchange. Piper Global
reserves the right to change or discontinue the exchange privilege, or any
aspect of the privilege, upon 60 days' written notice.
TELEPHONE TRANSACTION PRIVILEGES
Piper Jaffray Inc. Accounts. If you hold your shares in a Piper Jaffray
account, you may telephone your Investment Executive to execute any
transaction or to apply for many shareholder services. In some cases, you may
be required to complete a written application.
Other Broker-Dealer Accounts. If you hold your shares in an account with
your broker-dealer or at IFTC, you may authorize telephone privileges by
completing the Account Application and Services Form. Please contact your
broker-dealer or IFTC (800-874-6205) for an application or for more details.
The Funds will employ reasonable procedures to confirm that a telephonic
request is genuine, including requiring that payment be made only to the
address of record or the bank account designated on the Account Application
and Services Form and requiring certain means of telephonic identification. A
Fund employing such procedures, will not be liable for following instructions
communicated by telephone that
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Shareholder Guide to Investing
it reasonably believes to be genuine. If the Fund does not employ such
procedures, it may be liable for any losses due to unauthorized or fraudulent
telephone instructions. It may be difficult to reach the Funds by telephone
during periods when market or economic conditions lead to an unusually large
volume of telephone requests. If you cannot reach the Funds by telephone, you
should contact your broker-dealer or issue written instructions to IFTC at the
address set forth herein. See "Management--Transfer Agent, Dividend Disbursing
Agent and Custodian." The Funds reserve the right to suspend or terminate
their telephone services at any time without notice.
DIRECTED DIVIDENDS
You may direct income dividends and capital gains distributions to be
invested in any other mutual fund managed by the Adviser (other than a money
market fund) that is offered in your state. This investment will be made at
net asset value. It will not be subject to a minimum investment amount except
that you must hold shares in such fund (including the shares being acquired
with the dividend or distribution) with a value at least equal to such fund's
minimum initial investment amount.
SYSTEMATIC WITHDRAWAL PLAN
If your account has a value of $5,000 or more, you may establish a
Systematic Withdrawal Plan for either of the Funds. This plan will allow you
to receive regular periodic payments by redeeming as many shares from your
account as necessary. As with other redemptions, a redemption to make a
withdrawal is a sale for federal income tax purposes. Payments made under a
Systematic Withdrawal Plan cannot be considered as actual yield or income
since part of the payments may be a return of capital.
A request to establish a Systematic Withdrawal Plan must be submitted in
writing to your Piper Jaffray Investment Executive or other broker-dealer.
There are no service charges for maintenance; the minimum amount that you may
withdraw each period is $100. You will be required to have any income
dividends and any capital gains distributions reinvested. You may choose to
have withdrawals made monthly, quarterly or semi-annually. Please contact your
Piper Jaffray Investment Executive, other broker-dealer or IFTC for more
information.
You should be aware that additional investments in an account that has an
active Systematic Withdrawal Plan may be inadvisable due to sales charges and
tax liabilities. Please refer to "Redemption of Shares" in the Statement of
Additional Information for additional details.
ACCOUNT PROTECTION
If you purchased your shares of the Fund through a Piper Jaffray Investment
Executive, you may choose from several account options. Your investments in
the Fund held in a Piper Jaffray account (except for non-"PAT" accounts) would
be protected up to $25 million. Investments held in non-"PAT" Piper Jaffray
accounts are protected up to $2.5 million. In each case, the Securities
Investor Protection Corporation ("SPIC") provides $500,000 of protection; the
additional coverage is provided by The Aetna Casualty & Surety Company. This
protection does not cover any declines in the net asset value of Fund shares.
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Shareholder Guide to Investing
CONFIRMATION OF TRANSACTIONS AND REPORTING OF OTHER INFORMATION
Each time there is a transaction involving your Fund shares, such as a
purchase, redemption or dividend reinvestment, you will receive a confirmation
statement describing that activity. This information will be provided to you
from either Piper Jaffray, your broker-dealer or IFTC. In addition, you will
receive various IRS forms after the first of each year detailing important tax
information and each Fund is required to supply annual and semi-annual reports
that list securities held by the Fund and include the current financial
statements of the Fund.
Householding. If you have multiple accounts with Piper Jaffray, you may
receive some of the above information in combined mailings. This will not only
help to reduce Fund expenses, it will help the environment by saving paper.
Please contact your Piper Jaffray Investment Executive for more information.
DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income and distributions of net realized
capital gains, if any, will be payable to Fund shareholders at least once
annually.
Buying a Dividend. On the record date for a distribution, each Fund's share
price is reduced by the amount of the distribution. If you buy shares just
before the record date ("buying a dividend"), you will pay the full price for
the shares and then receive a portion of the price back as a taxable
distribution.
Distribution Options. All net investment income dividends and net realized
capital gains distributions for each Fund generally will be payable in
additional shares of that Fund at net asset value ("Reinvestment Option"). If
you wish to receive your distributions in cash, you must notify your Piper
Jaffray Investment Executive or other broker-dealer. You may elect either to
receive income dividends in cash and capital gains distributions in additional
shares of the Fund at net asset value ("Split Option"), or to receive both
income dividends and capital gains distributions in cash ("Cash Option"). You
may also direct income dividends and capital gains distributions to be
invested in another mutual fund managed by the Adviser. See "Shareholder
Services--Directed Dividends" above. The taxable status of income dividends
and/or net capital gains distributions is not affected by whether they are
reinvested or paid in cash.
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VALUATION OF SHARES
The Funds compute their net asset value on each day the New York Stock
Exchange (the "Exchange") is open for business. The calculation is made as of
the regular close of the Exchange (currently 4:00 p.m. New York time) after
the Fund has declared any applicable dividends. In valuing each Fund's assets,
all securities for which market quotations are readily available are valued
under normal circumstances at the last sales price prior to the time of
determination, or if no sale is reported at that time, the mean between the
closing asked price and the closing bid price or, if no bid and asked prices
are available, at the most recent available sales price. With respect to a
security which is listed or traded on more than one exchange, a Fund normally
looks to the exchange on which trading is more extensive. In instances where
market quotations are not readily available and in certain other
circumstances, fair value is determined according to methods selected in good
faith by the Board of Directors. Short-term investments having a maturity of
60 days or less are valued at cost with any premium amortized or discount
credited over the period remaining until maturity. Options will be valued at
market value or fair value, as determined in good faith by or under the
direction of the Board of Directors, if no market exists. Futures contracts
will be valued at the settlement price established each day by the board of
trade or exchange on which they are traded. Securities and assets for which
market quotations are not readily available are valued at fair value as
determined in good faith by or under the direction of the Board of Directors.
Any assets or liabilities initially expressed in terms of foreign currencies
are translated into U.S. dollars by the pricing service retained by the Fund
or, to the extent that an exchange rate is not available through such pricing
service, at the mean of current bid and asked prices of such currencies
against the U.S. dollar last quoted by a major bank that is a regular
participant in the foreign exchange market. The Funds have been advised that
the pricing service translates foreign currencies into U.S. dollars on the
basis of the official exchange rate or by taking into account the quotes
provided by a number of major banks that are regular participants in the
foreign exchange market. Trading in securities on foreign securities exchanges
and in over-the-counter markets is normally completed well before the close of
business on each business day. In addition, foreign securities trading
generally or in a particular country or countries may not take place on all
business days in New York. Furthermore, trading takes place in various foreign
markets on days which are not business days of the Funds and on which the
Funds' net asset value is not calculated. Therefore, the net asset value of a
Fund might be significantly affected on days when the investor has no access
to the Fund. The Funds calculate net asset value per share as of the close of
the regular trading session on the Exchange. Such calculation does not take
place contemporaneously with the determination of the prices of the majority
of the portfolio securities used in such calculation. If events materially
affecting the value of such securities occur between the time when their price
is determined and the time when a Fund's net asset value is calculated, such
securities will be valued at fair value as determined in good faith by or
under the direction of the Board of Directors.
TAX STATUS
Each Fund qualified as a regulated investment company under Subchapter M of
the Internal Revenue Code of 1986, as amended, during its last taxable year
and intends to qualify as a regulated investment company during the current
taxable year. If so qualified, a Fund will not be liable for federal income
taxes to the extent it distributes its taxable income to shareholders.
Distributions by the Funds are generally taxable to the shareholders,
whether received in cash or additional shares of a Fund (or shares of another
mutual fund managed by the Adviser). Distributions of
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net capital gains (designated as "capital gain dividends") are taxable to
shareholders as long-term capital gains, regardless of the length of time the
shareholder has held shares of the Fund.
A shareholder will recognize a capital gain or loss upon the sale or
exchange of shares in a Fund if, as is normally the case, the shares are
capital assets in the shareholder's hands. This capital gain or loss will be
long-term if the shares have been held for more than one year.
Each Fund's investments may be subject to taxes in foreign countries which
would reduce the total return on such investments. In addition, if a Fund is
deemed to be a resident of the United Kingdom for United Kingdom tax purposes
or if a Fund is treated as being engaged in a trading activity through an
agent in the United Kingdom, there is a risk that the United Kingdom will
attempt to tax all or a portion of such Fund's gains or income. In light of
the structure of the Funds and the terms and conditions of the Advisory and
Sub-Advisory Agreements, the Adviser believes that any such risk is minimal.
If a Fund has more than 50% of its assets invested in the stock or
securities of foreign corporations at the end of the Fund's taxable year, the
Fund may make an election to allow shareholders either to claim U.S. foreign
tax credits with respect to foreign taxes paid by the Fund or to deduct such
amounts as an itemized deduction on their tax return. In the event such an
election is made, shareholders would have to increase their taxable income by
the amount of such taxes and the Fund would not be able to deduct such taxes
in computing its taxable income.
The foregoing relates to federal income taxation as in effect as of the date
of this Prospectus. For a more detailed discussion of the federal income tax
consequences of investing in shares of the Funds, see "Taxation" in the
Statement of Additional Information. Before investing in the Funds, you should
check the consequences of your local and state tax laws.
PERFORMANCE COMPARISONS
Advertisements and other sales literature for the Funds may refer to a
Fund's "average annual total return" and "cumulative total return." All such
total return quotations are based upon historical earnings and are not
intended to indicate future performance. The return on and principal value of
an investment in the Fund will fluctuate, so that an investor's shares, when
redeemed, may be worth more or less than their original cost.
Average annual return is the average annual compounded rate of return on a
hypothetical $1,000 investment made at the beginning of the advertised period.
Cumulative total return is calculated by subtracting a hypothetical $1,000
payment to the Fund from the redeemable value of such payment at the end of
the advertised period, dividing such difference by $1,000 and multiplying the
quotient by 100. In calculating average annual and cumulative total return,
the maximum sales charge is deducted from the hypothetical investment and all
dividends and distributions are assumed to be reinvested.
In addition to advertising total return, comparative performance information
may be used from time to time in advertising a Fund's shares including data
from Lipper Analytical Services, Inc. and other entities or organizations
which track the performance of investment companies. Performance of Pacific-
European Fund may be compared to the EAFE Index and to the performance of
Lipper International Funds Average. Performance of Emerging Markets Fund may
be compared to the Lipper Emerging Markets Fund Average.
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For additional information regarding the calculation of average annual total
return and cumulative total return, see "Performance Comparisons" in the
Statement of Additional Information.
GENERAL INFORMATION
Piper Global was organized under the laws of the State of Minnesota in 1990
as a closed-end investment company and converted into an open-end investment
company on August 31, 1992. At that time, Pacific-European Fund was the only
outstanding series of Piper Global. The Board of Directors designated a second
series of Piper Global, the Emerging Markets Fund, in April 1996. Effective
with the close of business on June 21, 1996, Emerging Markets Fund acquired
the assets and assumed all identified liabilities of Hercules Latin American
Value Fund, a series of Hercules Funds Inc., in a tax-free exchange by issuing
new shares. Emerging Markets Fund had no assets or liabilities prior to the
acquisition.
Piper Global is authorized to issue a total of 100 billion shares of common
stock, with a par value of $.01 per share. These shares can be issued in more
than one class or series. Each designated series of stock will represent a
separate portfolio of investments, each with a different investment objective.
The Board of Directors has authorized two billion shares to be issued as
Series A Common Shares and two billion shares to be issued as Series B Common
Shares, which are the shares of common stock of Pacific-European Fund and
Emerging Markets Fund, respectively.
The Board of Directors is empowered under the Company's Articles of
Incorporation to issue additional series of common stock without shareholder
approval. The Board of Directors may, without shareholder approval, create and
issue one or more additional classes of shares within each Fund, as well as
within any series of Piper Global created in the future. See "Capital Stock
and Ownership of Shares" in the Statement of Additional Information.
All shares, when issued, will be fully paid and nonassessable and will be
redeemable. All shares have equal voting rights. They can be issued as full or
fractional shares. A fractional share has pro rata the same kind of rights and
privileges as a full share. The shares possess no preemptive or conversion
rights.
Each share of a series has one vote (with proportionate voting for
fractional shares) irrespective of the relative net asset value of the series'
shares. On some issues, such as the election of directors, all shares of Piper
Global vote together as one series. On an issue affecting only a particular
series, the shares of the affected series vote separately. Cumulative voting
is not authorized. This means that the holders of more than 50% of the shares
voting for the election of directors can elect 100% of the directors if they
choose to do so, and, in such event, the holders of the remaining shares will
be unable to elect any directors.
The Bylaws of Piper Global provide that shareholder meetings need be held
only with such frequency as required under Minnesota law. Minnesota
corporation law requires only that the Board of Directors convene shareholders
meetings when it deems appropriate. In addition, Minnesota law provides that
if a regular meeting of shareholders has not been held during the immediately
preceding 15 months, a shareholder or shareholders holding 3% or more of the
voting shares of Piper Global may demand a regular meeting of shareholders by
written notice given to the chief executive officer or chief financial officer
of Piper Global. Within 30 days after receipt of the demand, the Board of
Directors shall cause a regular meeting of shareholders to be called, which
meeting shall be held no later than 90 days
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after receipt of the demand, all at the expense of Piper Global. In addition,
the 1940 Act requires a shareholder vote for all amendments to fundamental
investment policies and restrictions and for all amendments to investment
advisory contracts and Rule 12b-1 distribution plans. The 1940 Act also
provides that directors of Piper Global may be removed by action of the record
holders of two-thirds or more of the outstanding shares of Piper Global. The
directors are required to call a meeting of shareholders for the purpose of
voting upon the question of removal of any director when so requested in
writing by the record holders of at least 10% of Piper Global's outstanding
shares.
PENDING LEGAL PROCEEDINGS
Complaints have been brought against the Adviser and the Distributor
relating to several other investment companies for which the Adviser acts or
has acted as investment adviser or subadviser. These lawsuits do not involve
the Funds. A number of complaints have been brought in federal and state court
against the Institutional Government Income Portfolio ("PJIGX") series of
Piper Funds Inc., the Adviser, the Distributor, and certain individuals
affiliated or formerly affiliated with the Adviser and the Distributor. In
addition, complaints have been filed in state and federal court relating to a
number of closed-end investment companies managed by the Adviser and two open-
end investment companies for which the Adviser has acted as sub-adviser. The
complaints, which ask for rescission of plaintiff shareholders' purchases or
compensatory damages, plus interest, costs and expenses, generally allege,
among other things, certain violations of federal and/or state securities
laws, including the making of materially misleading statements in prospectuses
concerning investment policies and risks. See "Pending Litigation" in the
Statement of Additional Information.
On February 13, 1996, a Settlement Agreement became effective for the
consolidated class action lawsuit, titled In Re: Piper Funds Inc.
Institutional Government Income Portfolio Litigation. The Amended Consolidated
Class Action Complaint was filed on October 5, 1994, in the United States
District Court, District of Minnesota, against PJIGX, the Adviser, the
Distributor, William H. Ellis and Edward J. Kohler, and had alleged the making
of materially misleading statements in the prospectus, common law negligent
misrepresentation and breach of fiduciary duty. The Settlement Agreement will
provide approximately $67.5 million, together with interest earned, less
certain disbursements and attorney fees, to class members in payments
scheduled over approximately three years. Such payments will be made by Piper
Jaffray Companies Inc. and the Adviser and will not be an obligation of Piper
Funds Inc. A number of lawsuits and arbitrations brought by some of the
investors who requested exclusion from the settlement class remain pending.
The Adviser and the Distributor do not believe that the PJIGX settlement or
any outstanding complaint or action in arbitration will have a material
adverse effect on their ability to perform under their agreements with Piper
Global or a material adverse effect on the Funds, and they intend to defend
such lawsuits and actions vigorously.
NO DEALER, SALES REPRESENTATIVE OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS (AND/OR IN THE STATEMENT OF ADDITIONAL INFORMATION REFERRED TO
ON THE COVER PAGE OF THIS PROSPECTUS) AND, IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
FUNDS OR PIPER JAFFRAY INC. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR
SOLICITATION BY ANYONE IN ANY STATE IN WHICH SUCH OFFER OR SOLICITATION IS NOT
AUTHORIZED, OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT
QUALIFIED TO DO SO, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER
OR SOLICITATION.
39
<PAGE>
Pacific-European Growth Fund
Emerging Markets Growth Fund
Series of Piper Global Funds Inc.
Investment Adviser
Piper Capital Management Incorporated
Sub-Adviser
Edinburgh Fund Managers plc
Distributor
Piper Jaffray Inc.
Custodian
First Trust National Association
Transfer Agent
Investors Fiduciary Trust Company
Legal Counsel
Dorsey & Whitney LLP
Table of Contents
<TABLE>
<CAPTION>
page
<S> <C>
Introduction............................................................. 2
Fund Expenses............................................................ 4
Financial Highlights..................................................... 6
Investment Objectives and Policies....................................... 8
Special Investment Methods............................................... 11
Risk Factors............................................................. 18
Management............................................................... 22
Distribution of Fund Shares.............................................. 25
SHAREHOLDER GUIDE TO INVESTING
How to Purchase Shares................................................. 27
Reducing Your Sales Charge............................................. 28
Special Purchase Plans................................................. 29
How to Redeem Shares................................................... 31
Shareholder Services................................................... 32
Dividends and Distributions............................................ 35
Valuation of Shares...................................................... 36
Tax Status............................................................... 36
Performance Comparisons.................................................. 37
General Information...................................................... 38
</TABLE>
XIG-05
[LOGO TO COME]
July 1, 1996
<PAGE>
PART B
PACIFIC-EUROPEAN GROWTH FUND
EMERGING MARKETS GROWTH FUND
Series of Piper Global Funds Inc.
STATEMENT OF ADDITIONAL INFORMATION
July 1, 1996
Table of Contents
<TABLE>
<S> <C>
Page
----
Introduction............................................. 2
Investment Objectives and Policies....................... 2
Investment Restrictions.................................. 7
Directors and Executive Officers......................... 10
Investment Advisory and Other Services................... 14
Portfolio Transactions and Allocation of Brokerage....... 22
Capital Stock and Ownership of Shares.................... 24
Net Asset Value and Public Offering Price................ 25
Performance Comparisons.................................. 26
Purchase of Shares....................................... 28
Redemption of Shares..................................... 29
Taxation................................................. 30
General Information...................................... 34
Financial Statements..................................... 34
Pending Litigation....................................... 35
Financial Statements and Independent Auditors' Report
of Hercules Latin American Value Fund.................. F-1
Appendix A - Corporate Bond, Preferred Stock and
Commercial Paper Ratings............................... A-1
Appendix B - General Characteristics and Risks of
Options and Futures.................................... B-1
</TABLE>
This Statement of Additional Information is not a prospectus. This
Statement of Additional Information relates to the prospectus dated July 1,
1996, and should be read in conjunction therewith. A copy of the prospectus may
be obtained from the Fund at Piper Jaffray Tower, 222 South Ninth Street,
Minneapolis, Minnesota 55402-3804.
1
<PAGE>
INTRODUCTION
------------
The shares of Piper Global Funds Inc. (the "Company") are currently offered
in two series: Pacific-European Growth Fund ("Pacific-European Fund") and
Emerging Markets Growth Fund ("Emerging Markets Fund") (sometimes referred to
herein as a "Fund" or, collectively, as the "Funds"). On June 21, 1996, Emerging
Markets Fund acquired the assets and assumed all identified liabilities of
Hercules Latin American Value Fund, a series of Hercules Funds Inc., in a tax-
free exchange by issuing new shares. Emerging Markets Fund had no assets or
liabilities prior to the acquisition. Certain financial and performance
information for Emerging Markets Fund set forth herein represents historical
information of Hercules Latin American Value Fund.
INVESTMENT OBJECTIVES AND POLICIES
----------------------------------
The investment objectives and policies of the Funds are set forth in the
Prospectus. Certain additional investment information is set forth below.
Allocation Among Countries.
For each Fund, investment is made in those countries where Management
believes that economic and political factors, including currency movements, are
likely to produce above average investment returns. There is no limitation on
the percentage of either Fund's assets that may be invested at any one time in
securities of companies in one or more of the countries in the Pacific Basin or
Europe (with respect to Pacific-European Fund) or in emerging markets (with
respect to Emerging Markets Fund), except insofar as each Fund is limited in its
ability to invest in other investment companies; provided, however, that in
normal market conditions each Fund's investments will be allocated among at
least three different countries in the Pacific Basin and/or Europe (with respect
to Pacific-European Fund) or in countries having emerging markets (with respect
to Emerging Markets Fund). To the extent a Fund invests a significant portion of
its assets in any one country, it will be more susceptible to factors adversely
affecting issuers in such country than would a comparable fund having a lesser
percentage of its assets so invested.
Additional Risks of Investments in Emerging Markets
Investing in securities of issuers located in emerging market countries may
entail risks relating to the potential political and economic instability of
those countries and the risks of expropriation, nationalization, confiscation or
the imposition of restrictions on foreign investment and on repatriation of
capital invested. In the event of expropriation, nationalization or other
confiscation by any country, a Fund could lose its entire investment in any such
country.
The securities markets of emerging market countries are substantially
smaller, less developed, less liquid and more volatile than the major securities
markets in the United States. Disclosure and regulatory standards are in many
2
<PAGE>
respects less stringent than U.S. standards. Furthermore, there is a lower level
of monitoring and regulation of the markets and the activities of investors in
such markets.
The limited size of many emerging market securities markets and limited
trading volume in the securities of emerging market issuers compared to volume
of trading in the securities of U.S. issuers could cause prices to be erratic
for reasons apart from factors that affect the soundness and competitiveness of
the issuers. For example, limited market size may cause prices to be unduly
influenced by traders who control large positions. Adverse publicity and
investors' perceptions, whether or not based on in-depth fundamental analysis,
may decrease the value and liquidity of portfolio securities.
Additional Risks of Investments in Latin America
Because the Emerging Markets Fund is the successor to the Hercules Latin
American Value Fund (see "General Information" in the Prospectus), the portfolio
consists solely of securities of Latin American issuers as of the date of this
Statement of Additional Information. In addition, the Pacific-European Fund
currently invests a portion of its assets in certain countries in Latin America.
The economies of individual countries in Latin America may differ favorably or
unfavorably from the U.S. economy in such respects as the rate of growth of
gross domestic product, the rate of inflation, capital reinvestment, resource
self-sufficiency and balance of payments positions. Certain Latin American
countries have experienced high levels of inflation which can have a
debilitating effect on an economy. Furthermore, certain Latin American countries
may impose withholding taxes on dividends payable to the Fund at a higher rate
than those imposed by other foreign countries. This may reduce the Fund's
investment income available for distribution to shareholders.
Although a number of Latin American countries are currently experiencing
lower rates of inflation and higher rates of real growth in gross domestic
product than they have in the past, other such countries continue to experience
significant problems, including high inflation rates and high interest rates.
Capital flight has proven a persistent problem and external debt has been
forcibly rescheduled. Political turmoil, high inflation, capital repatriation
restrictions and nationalization have further exacerbated conditions.
Governments of many Latin American countries have exercised and continue to
exercise substantial influence over many aspects of the private sector through
the ownership or control of many companies, including some of the largest in
those countries. As a result, government actions in the future could have a
significant effect on economic conditions which may adversely affect prices of
certain portfolio securities. Political, economic or social instability or other
similar developments, such as military coups, have occurred in the past and
could also adversely affect the Fund's investments in these countries.
3
<PAGE>
Changes in political leadership, the implementation of market oriented
economic policies, such as privatization, trade reform and fiscal and monetary
reform are among the recent steps taken to renew economic growth in Latin
American countries. External debt is being restructured and flight capital
(domestic capital that has left home country) has begun to return. Inflation
control efforts have also been implemented. Free Trade Zones are being discussed
in various areas in Latin America, the most notable being a free zone between
Mexico and the U.S. Latin American equity markets can be extremely volatile and
in the past have shown little correlation with the U.S. market. Currencies are
typically weak, but most are now relatively free floating, and it is not unusual
for the currencies to undergo wide fluctuations in value over short periods of
time due to changes in the market.
Foreign Currency Transactions
As discussed in the prospectus, the Funds engage in currency exchange
transactions in connection with the purchase and sale of their investments. A
forward foreign currency exchange contract involves an obligation to purchase or
sell a specific currency at a future date, which may be any fixed number of days
from the date of the contract as agreed by the parties, at a price set at the
time of the contract. In the case of a cancelable forward contract, the holder
has the unilateral right to cancel the contract at maturity by paying a
specified fee. The contracts are traded in the interbank market conducted
directly between currency traders (usually large commercial banks) and their
customers. A forward contract generally has no deposit requirement, and no
commissions are charged at any stage for trades. A foreign currency futures
contract is a standardized contract for the future delivery of a specified
amount of a foreign currency at a future date at a price set at the time of the
contract. Foreign currency futures contracts traded in the United States are
designated by and traded on exchanges regulated by the Commodity Futures Trading
Commission ("CFTC"), such as the New York Mercantile Exchange. The Funds enter
into foreign currency futures contracts solely for hedging or other appropriate
risk management purposes as defined in CFTC regulations.
Forward foreign currency exchange contracts differ from foreign currency
futures contracts in certain respects. For example, the maturity date of a
forward contract may be any fixed number of days from the date of the contract
agreed upon by the parties, rather than a predetermined date in any given month.
Forward contracts may be in any amounts agreed upon by the parties rather than
predetermined amounts. Also, forward foreign exchange contracts are traded
directly between currency traders so that no intermediary is required. A forward
contract generally requires no margin or other deposit.
At the maturity of a forward or futures contract, a Fund may either accept
or make delivery of the currency specified in the contract, or at or prior to
maturity enter into a closing transaction involving the purchase or sale of an
offsetting contract. Closing transactions with respect to forward contracts are
usually effected with the currency trader who is a party to the original forward
contract. Closing
4
<PAGE>
transactions with respect to futures contracts are effected on a commodities
exchange; a clearing corporation associated with the exchange assumes
responsibility for closing out such contracts.
Positions in foreign currency futures contracts may be closed out only on
an exchange or board of trade which provides a secondary market in such
contracts. Although the Funds purchase or sell foreign currency futures
contracts only on exchanges or boards of trade where there appears to be an
active secondary market, there is no assurance that a secondary market on an
exchange or board of trade will exist for any particular contract or at any
particular time. In such event, it may not be possible to close a futures
position and, in the event of adverse price movements, a Fund would continue to
be required to make daily cash payments of variation margin.
Options on foreign currencies operate similarly to options on securities,
and are traded primarily in the over-the-counter market, although options on
foreign currencies have recently been listed on several exchanges. Options
traded in the over-the-counter market are illiquid and it may not be possible
for a Fund to dispose of an option it has purchased or terminate its obligations
under an option it has written at a time when the Adviser believes it would be
advantageous to do so. Options on foreign currencies are affected by all of
those factors which influence foreign exchange rates and investments generally.
The value of a foreign currency option is dependent upon the value of the
foreign currency and the U.S. dollar, and may have no relationship to the
investment merits of a foreign debt security. Because foreign currency
transactions occurring in the interbank market involve substantially larger
amounts than those that may be involved in the use of foreign currency options,
investors may be disadvantaged by having to deal in an odd-lot market (generally
consisting of transactions of less than $1 million) for the underlying foreign
currencies at prices that are less favorable than for round lots. There is no
systematic reporting of last sale information for foreign currencies and there
is no regulatory requirement that quotations available through dealers or other
market sources be provided on a timely basis. Available quotation information is
generally representative of very large transactions in the interbank market and
thus may not reflect relatively smaller transactions (less than $1 million)
where rates may be less favorable. The interbank market in foreign currencies is
a global, around-the-clock market. To the extent that the U.S. options markets
are closed while the markets for the underlying currencies remain open,
significant price and rate movements may take place in the underlying markets
that cannot be reflected in the options markets.
Although foreign exchange dealers do not charge a fee for currency
conversion, they do realize a profit based upon the difference between prices at
which they are buying and selling various currencies. Thus, a dealer may offer
to sell a foreign currency to a Fund at one rate, while offering a lesser rate
of exchange should the Fund desire to resell that currency to the dealer.
5
<PAGE>
Reverse Repurchase Agreements
Each Fund may enter into reverse repurchase agreement transactions with the
same parties with whom it may enter into repurchase agreements. However, the
Funds do not currently enter into or intend to enter into such transactions
during the coming year. Under a reverse repurchase agreement, a Fund sells
securities and agrees to repurchase them at a mutually agreed date and price.
Because certain of the incidents of ownership of the security are retained by a
Fund, reverse repurchase agreements are considered a form of borrowing by the
Fund from the buyer, collateralized by the security. At the time a Fund enters
into a reverse repurchase agreement, it will establish and maintain a segregated
account with an approved custodian containing high-grade liquid debt securities
having a value not less than the repurchase price (including accrued interest).
Reverse repurchase agreements involve the risk that the market value of the
securities retained in lieu of sale by a Fund may decline below the price of the
securities a Fund has sold but is obligated to repurchase. In the event the
buyer of securities under a reverse repurchase agreement files for bankruptcy or
becomes insolvent, such buyer or its trustee or receiver may receive an
extension of time to determine whether to enforce a Fund's obligation to
repurchase the securities and a Fund's use of the proceeds of the reverse
repurchase agreement may effectively be restricted pending such decisions.
Reverse repurchase agreements will be used as a means of borrowing for
investment purposes. This speculative technique is referred to as leveraging.
Leveraging may exaggerate the effect on net asset value of any increase or
decrease in the market value of a Fund's portfolio. Money borrowed for
leveraging will be subject to interest costs which may or may not be recovered
by income from or appreciation of the securities purchased. The Company's Board
of Directors has established procedures, which are periodically reviewed by the
Board, pursuant to which the Adviser and Sub-Adviser will monitor the
creditworthiness of the dealers and banks with which the Funds enter into
reverse repurchase agreement transactions.
The Securities and Exchange Commission views reverse repurchase agreement
transactions as collateralized borrowings by a Fund. Therefore, pursuant to the
Investment Company Act of 1940 (the "1940 Act"), each Fund must maintain
continuous asset coverage (that is, total assets including borrowings, less
liabilities exclusive of borrowings) of at least 300% of the amount borrowed.
Illiquid Securities
As discussed in the prospectus, each Fund may invest no more than 15% of
its net assets in illiquid securities. "Restricted securities" are securities
which were originally sold in private placements and which have not been
registered under the Securities Act of 1933 (the "1933 Act"). Such securities
generally have been considered illiquid, since they may be resold only subject
to statutory restrictions and delays or if registered under the 1933 Act. In
1990, however, the Securities and Exchange Commission adopted Rule 144A under
the 1933 Act, which provides a safe harbor exemption from the registration
requirements of the 1933 Act for resales of
6
<PAGE>
restricted securities to "qualified institutional buyers," as defined in the
rule. The result of this rule has been the development of a more liquid and
efficient institutional resale market for restricted securities. Thus,
restricted securities are no longer necessarily illiquid. The Funds may
therefore invest in Rule 144A securities and treat them as liquid when they have
been determined to be liquid by the Board of Directors of the Company or by the
Adviser or Sub-Adviser subject to the oversight of and pursuant to procedures
adopted by the Board of Directors (as discussed below). Similar determinations
may be made with respect to securities issued in reliance on the so-called
"private placement" exemption from registration under Section 4(2) of the 1933
Act.
Under the procedures adopted by the Board of Directors, factors taken into
account in determining the liquidity of a security include (a) the frequency of
trades and quotes for the security; (b) the number of dealers willing to
purchase or sell the security and the number of other potential purchasers; (c)
dealer undertakings to make a market in the security; and (d) the nature of the
security and the nature of the marketplace trades (e.g., the time needed to
dispose of the security, the method of soliciting offers and the mechanics of
transfer). With respect to Rule 144A securities, investing in such securities
could have the effect of increasing the level of Fund illiquidity to the extent
that qualified institutional buyers become, for a time, uninterested in
purchasing these securities.
Portfolio Turnover
Portfolio turnover is the ratio of the lesser of annual purchases or sales
of portfolio securities to the average monthly value of portfolio securities,
not including securities maturing in less than 12 months. A 100% portfolio
turnover rate would occur, for example, if the lesser of the value of purchases
or sales of portfolio securities for a particular year were equal to the average
monthly value of the portfolio securities owned during such year.
INVESTMENT RESTRICTIONS
In addition to the investment objectives and policies set forth in the
Prospectus, each Fund is subject to certain fundamental and nonfundamental
investment restrictions, as set forth below. Fundamental investment restrictions
may not be changed without the approval of the holders of a majority of a Fund's
outstanding voting securities (defined in the 1940 Act as the lesser of (a) more
than 50% of the outstanding shares or (b) 67% or more of the shares represented
at a meeting where more than 50% of the outstanding shares are represented). All
other investment policies or practices are considered by the Funds to be
nonfundamental and, accordingly, may be changed without shareholder approval. If
a percentage restriction on investment or use of assets set forth below is
adhered to at the time a transaction is effected, later changes in percentage
resulting from changing market values will not be considered a deviation from
policy.
7
<PAGE>
As fundamental investment restrictions:
(1) With respect to 75% of its total assets, Pacific-European Fund may not
invest more than 5% of the value of its total assets (taken at market value at
the time of purchase) in the outstanding securities of any one issuer, or own
more than 10% of the outstanding voting securities of any one issuer, in each
case other than securities issued or guaranteed by the United States government
or any agency or instrumentality thereof. For purposes of these restrictions,
the government of any country (other than the U.S.), including its governmental
subdivisions, is each considered a single issuer.
(2) No Fund may invest 25% or more of the value of its total assets in the
securities of issuers in the same industry, provided that this limitation does
not apply to securities issued or guaranteed by the United States government or
its agencies or instrumentalities.
(3) No Fund may borrow money (provided that the Funds may enter into
reverse repurchase agreements) except from banks for temporary or emergency
purposes. The amount of such borrowing may not exceed 10% of the value of a Fund
s total assets. A Fund will not purchase portfolio securities while outstanding
borrowing exceeds 5% of the value of the Fund's total assets. The Funds will not
borrow money for leverage purposes (provided that the Funds may enter into
reverse repurchase agreements for such purposes).
(4) No Fund may pledge, hypothecate, mortgage or otherwise encumber its
assets, except to secure issuances or borrowings permitted by restriction 3
above (collateral arrangements with respect to reverse repurchase agreements or
to margin for future contracts and options are not deemed to be pledges or other
encumbrances for purposes of this restriction).
(5) No Fund may make loans of money or property to any person, except
through loans of portfolio securities, the purchase of debt obligations in which
the Fund may invest consistently with the Fund's investment objective and
policies or the acquisition of securities subject to repurchase agreements.
(6) No Fund may underwrite the securities of other issuers, except to the
extent that in connection with the disposition of portfolio securities or the
sale of its own shares a Fund may be deemed to be an underwriter.
(7) No Fund may invest for the purpose of exercising control over
management of any company.
(8) No Fund may purchase real estate or interests therein other than
securities backed by mortgages and similar instruments.
(9) No Fund may purchase or sell commodities or commodity contracts except
for hedging purposes.
8
<PAGE>
(10) No Fund may make any short sales of securities.
(11) No Fund may issue any senior securities (as defined in the 1940 Act),
other than as set forth in restriction number 3 above and except to the extent
that using options and futures contracts or purchasing or selling securities on
a when-issued or forward commitment basis may be deemed to constitute issuing a
senior security.
(12) Pacific-European Fund may not invest more than 15% of the value of its
net assets in illiquid securities.
In addition, the following are non-fundamental investment restrictions of
the Funds which may be changed without shareholder approval:
(a) Emerging Markets Fund will not invest more than 15% of the value of its
net assets in illiquid securities.
(b) The Funds will not purchase or sell interests in oil, gas or mineral
leases or interests in oil, gas or other mineral exploration or development
programs.
(c) Each Fund will not invest more than 5% of the value of its total assets
in the securities of any issuers which, with their predecessors, have a record
of less than three years continuous operation. (Securities of such issuers will
not be deemed to fall within this limitation if they are guaranteed by an entity
in continuous operation for more than three years. The value of all securities
issued or guaranteed by such guarantor and owned by a Fund shall not exceed 10%
of the value of the total assets of such Fund.)
(d) The Funds will not purchase any securities on margin except to obtain
such short-term credits as may be necessary for the clearance of transactions
and except that the Funds may make margin deposits in connection with futures
contracts.
(e) The Funds will not purchase or retain the securities of any issuer if,
to a Fund's knowledge, those officers or directors of the Company or its
affiliates or of its investment adviser who individually own beneficially more
than 0.5% of the outstanding securities of such issuer, together own more than
5% of such outstanding securities.
(f) The Funds will not invest in real estate limited partnerships.
(g) The Funds will treat repurchase agreements with remaining maturities in
excess of seven days as illiquid securities.
(h) Each Fund will not invest more than 5% of its net assets in warrants,
valued at the lower of cost or market. Included within this amount, but not to
9
<PAGE>
exceed 2% of the value of a Fund's net assets, may be warrants which are not
listed on the New York Stock Exchange or the American Stock Exchange.
(i) The Funds will not purchase put or call options on securities if
immediately thereafter the premiums paid on such options would exceed 5% of the
value of the total assets of the Fund. (This policy does not apply to put and
call options on futures contracts.)
DIRECTORS AND EXECUTIVE OFFICERS
--------------------------------
The directors and officers of the Company and their principal occupations
during the past five years are set forth below. Each of the Company s directors
and officers, other than Mr. Watt and Mr. Balfour, also serves as a director or
officer of various closed-end and open-end investment companies managed by the
Adviser.
<TABLE>
<CAPTION>
Principal Occupations
Position with During the Past Five Years
Name and Address the Company and Other Affiliations
- ---------------- -------------- ----------------------------
<S> <C> <C>
William H. Ellis* Chairman of President of Piper Jaffray Companies Inc.;
Piper Jaffray Tower the Board of Director and Chairman of the Board of Piper
222 South Ninth Street Directors Capital Management Incorporated (the
Minneapolis, MN 55402 "Adviser") and President of the Adviser since
1994; Director of Piper Jaffray Inc.
Jaye F. Dyer Director President of Dyer Management Company, a
4670 Norwest Center private management company, since 1991; prior
90 South Seventh Street thereto, Mr. Dyer was President and Chief
Minneapolis, MN 55402 Executive Officer of Dyco Petroleum Corporation,
a Minneapolis based oil and natural gas
development company he founded, from 1971 to
March 1, 1989, and Chairman of the Board until
December 31, 1990. Mr. Dyer serves on the board
of directors of Northwestern National Life
Insurance Company, The ReliaStar Financial
Corp. (the holding company of Northwestern
National Life Insurance Company) and various
privately held and nonprofit corporations.
Karol D. Emmerich Director President of The Paraclete Group, a consultant
7302 Claredon Drive to nonprofit organizations, since 1993; prior
Edina, MN 55439 thereto, Ms. Emmerich was Vice President, Chief
Accounting Officer and Treasurer of Dayton
Hudson Corporation from 1980 to 1993. Ms.
Emmerich is an Executive Fellow at the
University of St. Thomas Graduate School of
Business and serves on the board of directors of a
number of privately held and nonprofit
corporations.
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
Principal Occupations
Position with During the Past Five Years
Name and Address the Company and Other Affiliations
- ---------------- -------------- ----------------------------
<S> <C> <C>
Luella G. Goldberg Director Ms. Goldberg serves on the board of directors of
7019 Tupa Drive Northwestern National Life Insurance Company (since
Edina, MN 55435 1976), The ReliaStar Financial Corp. (since 1989),
TCF Bank Savings fsb (since 1985), TCF Financial
Corporation (since 1988) and Hormel Foods Corp.
(since 1993). Ms. Goldberg also serves as a
Trustee of Wellesley College and as a director
of a number of other organizations, including the
University of Minnesota Foundation and the Minnesota
Orchestral Association. Ms. Goldberg was Chairman
of the Board of Trustees of Wellesley College from
1985 to 1993 and acting President from July 1, 1993
to October 1, 1993.
George Latimer Director Chief Executive Officer of National Equity
754 Linwood Fund, Chicago, Illinois since November 1995;
St. Paul, MN 55105 prior thereto, Mr. Latimer was Director, Special
Actions Office, Office of the Secretary,
Department of Housing and Urban Development
since 1993, and prior thereto, he
had been Dean of Hamline Law School, Saint Paul,
Minnesota, from 1990 to 1993. Mr. Latimer serves
on the board of directors of Digital Biometrics,
Inc. and Payless Cashways, Inc.
Iain A. Watt* Director Executive Chairman of the Sub-Adviser since
Edinburgh Fund Managers plc 1995; prior thereto, Managing Director of the
Donaldson House Sub Adviser since 1991. Mr Watt is also a
97 Haymarket Terrace director of Edinburgh Dragon Trust plc,
Edinburgh, EH12 5HD Edinburgh New Tiger Trust plc, Edinburgh Unit
Trust Managers Limited, Edinburgh Oil Management
Limited and Private Fund Managers Limited.
Michael W. Balfour* Director Chief Investment Director since January 1995 and
Edinburgh Fund Managers plc Joint Managing Director since July 1995 of the
Donaldson House Sub-Adviser; prior thereto, Director of Overseas
97 Haymarket Terrace Investments of the Sub-Adviser from 1992-1995 and
Edinburgh, EH12 5HD assistant director and head of the Pacific
Department of the Sub-Adviser from 1988 to 1992. Mr.
Balfour is also a director of Edinburgh Inca
Trust plc, Edinburgh Java Trust plc, DFM Holdings
Limited and Dunedin Fund Managers Limited.
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
Principal Occupations
Position with During the Past Five Years
Name and Address the Company and Other Affiliations
- ---------------- -------------- ----------------------------
<S> <C> <C>
Paul A. Dow President Chief Investment Officer and Senior Vice
Piper Jaffray Tower President of the Adviser.
222 South Ninth Street
Minneapolis, MN 55402
Robert H. Nelson Senior Vice Senior Vice President of the Adviser since
Piper Jaffray Tower President and 1993; prior thereto he had been a Vice
222 South Ninth Street Treasurer President of the Adviser from 1991 to 1993.
Minneapolis, MN 55402
Nancy S. Olsen Senior Vice President Senior Vice President of the Adviser.
Piper Jaffray Tower
222 South Ninth Street
Minneapolis, MN 55402
Molly J. Destro Vice President Vice President of the Adviser since 1994; prior
Piper Jaffray Tower to which Ms. Destro was an Accounting Manager from
222 South Ninth Street 1993 to 1994 and mutual fund accountant from
Minneapolis, MN 55402 1991 to 1993 with the Adviser.
Amy K. Johnson Vice President Vice President of the Adviser since 1994; prior
Piper Jaffray Tower to which Ms. Johnson was an Accounting Manager
222 South Ninth Street from 1993 to 1994 and mutual fund accountant from
Minneapolis, MN 55402 1991 to 1993 with the Adviser.
Paul D. Pearson Vice President Vice President of the Adviser since 1995; prior to
Piper Jaffray Tower which Mr. Pearson was Mutual Funds Accounting Manager
222 South Ninth Street of the Adviser from 1994 to 1995 and prior thereto,
Minneapolis, MN 55402 Director of Fund Operations at Norwest Bank,
Minneapolis from 1992 to 1994.
Susan S. Miley Secretary Senior Vice President and General Counsel of
Piper Jaffray Tower the Adviser since 1995; prior to which Ms.
222 South Ninth Street Miley was counsel for American Express Financial
Minneapolis, MN 55402 Advisors, Minneapolis, from 1994 to 1995 and an
attorney at Simpson Thacher & Bartlett, New York,
New York from 1984 to 1992.
</TABLE>
- -----------------------
* Directors who are "interested persons," as defined in the 1940 Act, of
Piper Capital and the Funds.
Two of the Fund's directors, Mr. Balfour and Mr. Watt, reside outside of
the United States and substantially all of the assets of such persons are
located outside of the United States. Neither Mr. Balfour nor Mr. Watt has
appointed an agent for
12
<PAGE>
service of process in the United States. It may not be possible, therefore, for
investors to effect service of process within the United States upon such
persons or to enforce against them, in the United States courts or foreign
courts, judgments obtained in the United States courts predicated upon the civil
liability provisions of the federal securities laws of the United States. In
addition, it is not certain that a foreign court would enforce, in original
actions, liabilities against such persons predicated solely upon United States
securities laws.
Ms. Goldberg, Ms. Emmerich and Mr. Dyer are members of the Audit Committee
of the Board of Directors. Ms. Goldberg acts as the chairperson of such
committee. The Audit Committee oversees the Company's financial reporting
process, reviews audit results and recommends annually to the Company a firm of
independent certified public accountants.
The Board of Directors also has a Committee of the Independent Directors,
consisting of Messrs. Dyer and Latimer, Ms. Emmerich and Ms. Goldberg, and a
Derivatives Subcommittee consisting of Ms. Emmerich, who serves as chairperson,
Ms. Goldberg and Mr. Dyer.
The functions of the Committee of the Independent Directors are: (a)
recommendation to the full Board of approval of any management, advisory, sub-
advisory and/or administration agreements; (b) recommendation to the full Board
of approval of any underwriting and/or distribution agreements; (c) review of
the fidelity bond and premium allocation; (d) review of errors and omissions and
any other joint insurance policies and premium allocation; (e) review of, and
monitoring of compliance with, procedures adopted pursuant to certain rules
promulgated under the 1940 Act; and (f) such other duties as the independent
directors shall, from time to time, conclude are necessary or appropriate to
carry out their duties under the 1940 Act. The functions of the Derivatives
Subcommittee are: (a) to oversee practices, policies and procedures of the
Adviser in connection with the use of derivatives; (b) to receive periodic
reports from management and independent accountants; and (c) to report
periodically to the Committee of the Independent Directors and the Board of
Directors.
The directors of the Company who are officers or employees of the Adviser
or Sub-Adviser or any of their affiliates receive no remuneration from the
Company. Each of the other directors receives from the Company an annual
retainer of $1,000, plus a fee for each regular quarterly Board of Directors
meeting attended. Such fee is based on the net asset value of the Company and
ranges from $250 (net assets of less than $200 million) to $1,500 (net assets of
$5 billion or more). Members of the Audit Committee who are not affiliated with
the Adviser or Sub-Adviser receive $1,000 for each Audit Committee meeting
attended ($2,000 for the chairperson of the Committee), with such fee being
allocated evenly between the Company and all other closed-end and open-end
investment companies managed by the Adviser. Members of the Committee of the
Independent Directors and the Derivatives Subcommittee currently receive no
additional compensation. In addition, each
13
<PAGE>
Director who is not affiliated with the Adviser is reimbursed for expenses
incurred in connection with attending meetings.
The following table sets forth the aggregate compensation received by each
director from the Company during the fiscal year ended February 28, 1996, as
well as the total compensation received by each director from the Company and
all other registered investment companies managed by the Adviser, Sub-Adviser or
affiliates of the Adviser during the calendar year ended December 31, 1995.
Directors who are officers or employees of the Adviser or Sub-Adviser or any of
their affiliates did not receive any such compensation and are not included in
the table. No other individuals received compensation from the Company during
the fiscal year ended February 28, 1996. (Emerging Markets Fund was not in
existence during these periods.)
<TABLE>
<CAPTION>
Pension or
Retirement Estimated Total
Aggregate Benefits Annual Benefits Compensation
Compensation Accrued as Part Upon from Fund
Director from the Company of Fund Expenses Retirement Complex*
---------------- ---------------- ---------- --------
<S> <C> <C> <C> <C>
Jaye F. Dyer $2,023 None None $67,700
Karol D. Emmerich $2,023 None None $67,700
Luella G. Goldberg $2,046 None None $70,700
George Latimer $2,000 None None $64,700
</TABLE>
* Currently consists of 20 open-end and closed-end investment companies managed
by the Adviser, including the Company. During the 1995 calendar year, the Fund
Complex consisted of up to 27 such investment companies, managed by the Adviser
or an affiliate of the Adviser, several of which were merged or consolidated
during the year. Each director included in the table serves on the board of each
such open-end and closed end investment company.
INVESTMENT ADVISORY AND OTHER SERVICES
--------------------------------------
General
The investment adviser for the Funds is Piper Capital Management
Incorporated (the "Adviser"). Its affiliate, Piper Jaffray Inc. (the
"Distributor"), acts as the Funds distributor. The Sub-Adviser for the Funds is
Edinburgh Fund Managers plc (the "Sub-Adviser"). Each of the Adviser and Sub-
Adviser acts as such pursuant to written agreements which are periodically
approved by the directors or the shareholders of the Funds. The address of both
the Adviser and the Distributor is Piper Jaffray Tower, 222 South Ninth Street,
Minneapolis, Minnesota 55402-3804. The address of the Sub-Adviser is Donaldson
House, 97 Haymarket Terrace, Edinburgh, Scotland, EH12 5HD.
Control of the Adviser, the Sub-Adviser and the Distributor
The Adviser and the Distributor are both wholly owned subsidiaries of Piper
Jaffray Companies Inc., a publicly held corporation which is engaged through its
subsidiaries in various aspects of the financial services industry. The Sub-
Adviser is a public limited company incorporated in 1969. The British Investment
Trust plc, a
14
<PAGE>
Scottish closed-end investment company, for which the Sub-Adviser serves as
investment manager and adviser, is a controlling shareholder of the Sub-Adviser.
Investment Advisory and Management Agreement
The Adviser acts as the investment adviser of the Funds under an Investment
Advisory and Management Agreement which has been approved by the Board of
Directors (including a majority of the directors who are not parties to the
agreement, or interested persons of any such party, other than as directors of
the Company) and the shareholders of the Funds.
The Investment Advisory and Management Agreement will terminate
automatically in the event of its assignment. In addition, the agreement is
terminable at any time, without penalty, by the Board of Directors of the
Company or by vote of a majority of the Company s outstanding voting securities
on not more than 60 days written notice to the Adviser, and by the Adviser on 60
days written notice to the Company. The agreement may be terminated with respect
to a particular Fund at any time by a vote of the holders of a majority of the
outstanding voting securities of such Fund, upon 60 days written notice to the
Adviser. Unless sooner terminated, the agreement shall continue in effect for
more than two years after its execution only so long as such continuance is
specifically approved at least annually by either the Board of Directors or by a
vote of a majority of the outstanding voting securities of the Company, provided
that in either event such continuance is also approved by a vote of a majority
of the directors who are not parties to such agreement, or interested persons of
such parties, cast in person at a meeting called for the purpose of voting on
such approval. If a majority of the outstanding voting securities of either Fund
approves the agreement, the agreement shall continue in effect with respect to
such approving Fund whether or not the shareholders of the other Fund approve
the agreement.
Pursuant to the Investment Advisory and Management Agreement, Pacific-
European Fund pays the Adviser monthly advisory fees as set forth in the
prospectus. Adjustments to the Basic Fee are made by comparison of Pacific-
European Fund's investment performance for the applicable period with the
investment record of the EAFE Index. The Basic Fee for each month may be
increased or decreased by up to .25% (on an annualized basis) of the Fund's
average daily net assets depending upon the extent by which the Fund's
performance varies from the EAFE Index over the applicable performance period.
For each percentage point by which the investment performance of the Fund
exceeds that of the EAFE Index for the applicable performance period, the Basic
Fee is increased by .05% (on an annualized basis) of the Fund's average daily
net assets, and for each percentage point amount by which the Fund underperforms
the EAFE Index, the Basic Fee is decreased by .05% (on an annualized basis) of
the Fund's average daily net assets. The maximum monthly increase for
performance is 1/12 of .25% of the Fund's average daily net assets and will be
payable if the investment performance of the Fund exceeds that of the EAFE Index
by five or more percentage points for the performance period, and the maximum
decrease for performance is 1/12 of .25% of
15
<PAGE>
the Fund's average daily net assets, which will occur if the Fund underperforms
the EAFE Index by five or more percentage points for the performance period. For
purposes of calculation of the performance adjustment, average daily net assets
are equal to the Fund's average daily net assets during the month for which the
calculation is being made. The advisory fees paid by Pacific-European Fund for
the fiscal years ended February 28, 1994 and 1995 and February 29, 1996 were
$1,068,330, $1,731,719 and $1,216,305, respectively.
Pursuant to the Investment Advisory and Management Agreement,
Emerging Markets Fund pays the Adviser a monthly advisory fee equal on an annual
basis to 1.00% of average daily net assets. This fee is higher than fees paid by
most other investment companies. Emerging Market Fund commenced operations on
June 21, 1996, on which date it acquired the assets of Hercules Latin American
Value Fund, which was also managed by the Adviser. The investment advisory fee
paid by Hercules Latin American Value Fund under its investment advisory
agreement with the Advisor was calculated at the same rate and in the same
manner as the fee for Emerging Markets Fund. Advisory fees paid under such
agreement for the fiscal period from November 9, 1993 (commencement of
operations to June 30, 1994 (fiscal year end) and for the fiscal year ended June
30, 1995 were $133,200 and $280,401, respectively.
The Adviser and Sub-Adviser intend, although not required under the
Investment Advisory and Management Agreement and Sub-Investment Advisory
Agreement (discussed below), to reimburse Emerging Markets Fund for the amount,
if any, by which the total operating and management expenses of such Fund
(including the Adviser's compensation and amounts paid pursuant to the Company's
Rule 12b-1 plan, but excluding interest, taxes, brokerage fees and commissions,
and extraordinary expenses) for the fiscal year exceed 2.00% of average daily
net assets. This arrangement may be modified or discontinued at any time after
the Fund's fiscal 1997 year end, at the Adviser's discretion. In addition, the
Funds are subject to the laws of certain states, which require that if a mutual
fund's expenses (including advisory fees but excluding interest, taxes,
brokerage commissions and extraordinary expenses) exceed certain percentages of
average net assets, the fund must be reimbursed for such excess expenses. The
Investment Advisory and Management Agreement provides that the Adviser must make
any expense reimbursements to the Funds required under state law. The laws of
California provide that aggregate annual expenses of a mutual fund shall not
normally exceed 2-1/2% of the first $30 million of the average net assets, 2% of
the next $70 million of the average net assets and 1-1/2% of the remaining
average net assets. Such expenses include the Adviser's compensation, but
exclude interest, taxes, brokerage fees and commissions, extraordinary expenses
and amounts paid under the Fund's Rule 12b-1 Plan. The Adviser does not believe
that the laws of any other state in which the Funds shares may be offered for
sale contain expense reimbursement requirements.
Under the Investment Advisory and Management Agreement, the Adviser
provides each Fund with advice and assistance in the selection and disposition
of
16
<PAGE>
that Fund's investments. All investment decisions are subject to review by
the Board of Directors of the Company. The Adviser is obligated to pay the
salaries and fees of any affiliates of the Adviser serving as officers or
directors of the Funds.
The same security may be suitable for both Funds and/or other funds
or private accounts managed by the Adviser, the Sub-Adviser or their affiliates.
If and when two or more funds or accounts simultaneously purchase or sell the
same security, the transactions will be allocated as to price and amount in
accordance with arrangements equitable to each fund or account. The simultaneous
purchase or sale of the same securities by a Fund and other funds or accounts
may have a detrimental effect on the Fund, as this may affect the price paid or
received by that Fund or the size of the position obtainable or able to be sold
by that Fund.
Sub-Advisory Agreement
The Adviser has entered into Sub-Investment Advisory Agreements with
respect to each Fund. Under such agreements, the Sub-Adviser is responsible for
the investment and reinvestment of the respective Fund's assets and the
placement of brokerage transactions in connection therewith. For its services to
Pacific-European Fund, the Sub-Adviser is paid a fee by the Adviser, payable
over the same time periods and calculated in the same manner as the Adviser's
fee, equal to 65% of the Adviser's Basic Fee plus or minus 90% of the
performance fee adjustment. For its services to Emerging Markets Fund, the Sub-
Adviser is paid a monthly fee by the Adviser equal to .50% of the Fund's average
daily net assets. For each Fund, the fee received by the Sub-Adviser will be
reduced by a portion of the excess, if any, of certain of such Fund's annual
expenses over the expense limitations set by California law, as described above,
and any other applicable state expense limitations. The Sub-Adviser's fee shall
be reduced by an amount which bears the same ratio to the fee reductions
absorbed by the Adviser under the Investment Advisory and Management Agreement
as the sub-advisory fees which the Sub-Adviser would otherwise be entitled to
receive bear to the advisory fees which the Adviser would be entitled to receive
had such Fund not exceeded state expense limitations.
The Adviser and Sub-Adviser also have entered into an Expense
Reimbursement Agreement pursuant to which the Sub-Adviser pays the Adviser a
monthly fee equal to 10% of the Basic Fee to reimburse the Adviser for certain
expenses it bears in connection with the administration of Pacific-European
Fund.
The fees paid by the Adviser to the Sub-Adviser for Pacific-European
Fund (such amounts are payable out of the advisory fees received by the Adviser
for the same periods and are not in addition to such amounts) for the fiscal
years ended February 28, 1994 and 1995 and February 29, 1996 were $691,438,
$1,149,751 and $706,276 respectively. In addition, for the fiscal year ended
February 29, 1996, the Sub-Adviser paid $155,359 to the Adviser under the
Expense Reimbursement Agreement.
17
<PAGE>
Bankers Trust ("Bankers Trust") Company, a New York banking
corporation and a wholly owned subsidiary of Bankers Trust New York Corporation,
acted as the Sub-Adviser to Hercules Latin American Value Fund prior to its
acquisition by Emerging Markets Fund. Bankers Trust was paid monthly
compensation, over the same time periods and calculated in the same manner as
the investment advisory fee, of .50% of net assets of such Fund. Fees paid by
the Adviser to Bankers Trust for the fiscal period from November 9, 1993
(commencement of operations) to June 30, 1994 (fiscal year end) and the fiscal
year ended June 30, 1995 were $66,600 and $140,200.
Each Sub-Investment Advisory Agreement will terminate automatically
in the event of its assignment. In addition, each Sub-Investment Advisory
Agreement is terminable at any time, without penalty, by the Board of Directors
on 60 days written notice to the Adviser and the Sub-Adviser or by a vote of the
holders of a majority of the outstanding shares of the respective Fund. Unless
sooner terminated, each Sub-Investment Advisory Agreement shall continue in
effect until two years from the date of its execution and thereafter from year
to year provided it is specifically approved at least annually by either the
Board of Directors or by a vote of a majority (as defined in the 1940 Act) of
the outstanding voting securities of the respective Fund, provided that, in
either event, such continuance is also approved by a vote of a majority of the
Directors who are not parties to such Sub-Investment Advisory Agreement, or
interested persons of such parties, cast in person at a meeting called for the
purpose of voting on such approval.
Expenses
The expenses of each Fund are deducted from their income before
dividends are paid. These expenses include, but are not limited to,
organizational costs, fees paid to the Adviser, fees and expenses of officers
and directors who are not affiliated with the Adviser, taxes, interest, legal
fees, transfer agent, dividend disbursing agent and custodian fees, audit fees,
brokerage fees and commissions, fees and expenses of registering and qualifying
the Funds and their shares for distribution under federal and state securities
laws, expenses of preparing prospectuses and statements of additional
information and of printing and distributing prospectuses and statements of
additional information annually to existing shareholders, the expenses of
reports to shareholders, shareholders' meetings and proxy solicitations,
distribution expenses pursuant to the Fund's Rule 12b-1 plan, and other expenses
which are not expressly assumed by the Adviser under the Investment Advisory and
Management Agreement. Any general expenses of the Company that are not readily
identifiable as belonging to either Fund will be allocated between each Fund
based upon the relative net assets of each Fund at the time such expenses were
incurred.
Distribution Plan
Rule 12b-1(b) under the 1940 Act provides that any payments made by
the Funds in connection with financing the distribution of their shares may
only be made pursuant to a written plan describing all aspects of the proposed
financing of
18
<PAGE>
distribution, and also requires that all agreements with any person relating
to the implementation of the plan must be in writing.
Rule 12b-1(b)(1) requires that such plan be approved by a majority
of a Fund's outstanding shares, and Rule 12b-1(b)(2) requires that such plan,
together with any related agreements, be approved by a vote of the Board of
Directors and of the Directors who are not interested persons of the Company and
who have no direct or indirect interest in the operation of the plan or in the
agreements related to the plan, cast in person at a meeting called for the
purpose of voting on such plan or agreement. Rule 12b-1(b)(3) requires that the
plan or agreement provide, in substance:
(a) that it shall continue in effect for a period of more than one
year from the date of its execution or adoption only so long as such
continuance is specifically approved at least annually in the manner
described in paragraph (b)(2) of Rule 12b-1;
(b) that any person authorized to direct the disposition of moneys
paid or payable by the Company pursuant to the plan or any related
agreement shall provide to the Company's Board of Directors, and the
directors shall review, at least quarterly, a written report of the
amounts so expended and the purposes for which such expenditures were
made; and
(c) in the case of a plan, that it may be terminated at any time by
a vote of a majority of the members of the Board of Directors of the
Company who are not interested persons of the Company and who have no
direct or indirect financial interest in the operation of the plan or in
any agreements related to the plan or by a vote of a majority of the
outstanding voting securities of a Fund.
Rule 12b-1(b)(4) requires that such a plan may not be amended to
increase materially the amount to be spent for distribution without
shareholder approval and that all material amendments of the plan must be
approved in the manner described in paragraph (b)(2) of Rule 12b-1.
Rule 12b-1(c) provides that the Company may rely upon Rule 12b-1(b)
only if the selection and nomination of the Company's disinterested directors
are committed to the discretion of such disinterested directors. Rule 12b-1(e)
provides that the Company may implement or continue a plan pursuant to Rule 12b-
1(b) only if the directors who vote to approve such implementation or
continuation conclude, in the exercise of reasonable business judgment and in
light of their fiduciary duties under state law, and under Sections 36(a) and
(b) of the 1940 Act, that there is a reasonable likelihood that the plan will
benefit the Company and its shareholders. The Board of Directors has concluded
that there is a reasonable likelihood that each Fund's Rule 12b-1 plan
("Distribution Plan") will benefit such Fund and its shareholders.
19
<PAGE>
Pursuant to the provisions of their respective Distribution Plans,
each Fund pays a monthly fee to the Distributor in connection with servicing of
shareholder accounts and in connection with distribution-related services
provided with respect to each Fund. Pacific-European Fund pays a monthly
reimbursement fee to the Distributor equal, on an annual basis, to up to .50% of
the Fund's average daily net assets to reimburse the Distributor for its actual
expenses incurred in providing such services. In the event expenses for Pacific-
European Fund for any one year exceed the maximum reimbursable under the Plan,
such expenses may not be carried forward to the following year.
Emerging Markets Fund pays a monthly fee to the Distributor for
providing such services at an annual rate of .50% of the Fund's average daily
net assets. Such payments are not tied exclusively to expenses actually
incurred by the Distributor and may exceed such expenses.
Shareholder servicing costs which are reimbursed or intended to be
covered under the Plans include all expenses of the Distributor incurred in
connection with providing administrative services to shareholders, including,
but not limited to, an allocation of the Distributor's overhead and payments
made to persons, including employees of the Distributor, who respond to
inquiries of shareholders of the Funds regarding their ownership of shares or
their accounts with the Funds, or who provide other administrative or accounting
services not otherwise required to be provided by the Funds' Adviser or transfer
agent. Distribution expenses include, but are not limited to, initial and
ongoing sales compensation (in addition to sales charges) paid to Investment
Executives of the Distributor and to other broker-dealers; expenses incurred in
the printing of prospectuses, statements of additional information and reports
used for sales purposes; expenses of preparation and distribution of sales
literature; expenses of advertising of any type; an allocation of the
Distributor's overhead; and payments to and expenses of persons who provide
support services in connection with the distribution of Fund shares.
Amounts paid by Pacific-European Fund under its Distribution Plan
for the fiscal years ended February 28, 1994 and 1995 and February 29, 1996 were
$323,166, $476,639 and $812,754, respectively. During these periods, the
Distributor voluntarily agreed to limit amounts paid under the Plan to an annual
rate of .30%, .28% and .32% of average daily net assets for fiscal 1994, 1995
and 1996, respectively. Of the Rule 12b-1 fees paid for the fiscal year ended
February 29, 1996, the Distributor used $489,784 for compensation to
underwriters (fees to investment executives) and $24,458 for advertising,
printing and mailing of prospectuses to other than current shareholders.
Prior to its acquisition by Emerging Markets Fund on June 21, 1996,
Hercules Latin American Value Fund had a Rule 12b-1 Plan under which the Fund
paid a monthly fee to the Distributor at the annual rate of up to .70% of the
Fund's average daily net assets in order to reimburse the Distributor for actual
expenses incurred in the distribution and promotion of the Fund's shares.
However, the reimbursement was voluntarily limited to .50% per annum of average
daily net
20
<PAGE>
assets. Rule 12b-1 fees incurred by Hercules Latin American Value Fund for the
fiscal period from November 9, 1993 (commencement of operations) to June 30,
1994 (fiscal year end) and the fiscal year ended June 30, 1995 were $93,240 and
$ 196,280, respectively. However, the Rule 12b-1 fees were voluntarily limited
by the Distributor during each of these fiscal periods. The amounts actually
paid by the Fund were $66,600 for fiscal 1994 and $140,200 for fiscal 1995. The
Distributor used all of the Rule 12b-1 fees paid for the fiscal year ended June
30, 1995, for compensation to underwriters (fees to investment executives).
Underwriting and Distribution Agreement
Pursuant to an Amended Underwriting and Distribution Agreement,
the Distributor has agreed to act as the principal underwriter for the Funds in
the sale and distribution to the public of shares of the Funds, either through
dealers or otherwise. The Distributor has agreed to offer such shares for sale
at all times when such shares are available for sale and may lawfully be offered
for sale and sold. As compensation for its services, in addition to receiving
its distribution fees pursuant to the Distribution Plan discussed above, the
Distributor receives the sales load on sales of Funds shares as set forth in the
prospectus. The total underwriting commissions paid in connection with sales of
Pacific-European Fund Shares during the fiscal years ended February 28, 1994 and
1995 and February 29, 1996 were $556,904, $459,632 and $400,830, respectively,
and the Distributor retained underwriting commissions of $323,004, $459,632 and
$400,766, respectively. Prior to its acquisition by Emerging Markets Fund June
21, 1996, Hercules Latin American Value Fund did not charge an initial sales
charge, and therefore, the Fund paid no underwriting commissions in prior fiscal
periods.
Transfer Agent and Dividend Disbursing Agent
Investors Fiduciary Trust Company ("IFTC"), the transfer agent for
the Company, maintains certain omnibus shareholder accounts for each Fund. Each
such omnibus account represents the accounts of a number of individual
shareholders of a Fund. The Company has entered into Shareholder Account
Servicing Agreements with the Distributor and Piper Trust Company ("Piper
Trust"), pursuant to which they provide certain transfer agent and dividend
disbursing agent services for the underlying individual shareholder accounts
held at the Distributor or Piper Trust, as applicable. Pursuant to such
Agreements, the Distributor and Piper Trust have agreed to perform the usual and
ordinary services of transfer agent and dividend disbursing agent not performed
by IFTC with respect to the respective underlying individual shareholder
accounts, including, without limitation, the following: maintaining all
shareholder accounts, preparing shareholder meeting lists, mailing shareholder
reports and prospectuses, tracking shareholder accounts for blue sky and Rule
l2b-1 purposes, withholding taxes on nonresident alien and foreign corporation
accounts, preparing and mailing checks for disbursement of income dividends and
capital gains distributions, preparing and filing U.S. Treasury Department Form
1099 for all shareholders, preparing and mailing confirmation forms to
shareholders and dealers with respect to all
21
<PAGE>
purchases, exchanges and liquidations of series shares and other transactions in
shareholder accounts for which confirmations are required, recording
reinvestments of dividends and distributions in series shares, recording
redemptions of series shares, and preparing and mailing checks for payments upon
redemption and for disbursements to withdrawal plan holders. As compensation for
such services, the Distributor and Piper Trust are paid annual fees of $6.00 per
active shareholder account (defined as an account that has a balance of shares)
and $1.60 per closed account (defined as an account that does not have a balance
of shares, but has had activity within the past 12 months). Such fees are
payable on a monthly basis at a rate of 1/12 of the annual per-account charge.
Such fees cover all services listed above, with the exception of preparing
shareholder meeting lists and mailing shareholder reports and prospectuses.
These services, along with proxy processing (if applicable) and other special
service requests, are billable as performed at a mutually agreed upon fee in
addition to the annual fee noted above, provided that such mutually agreed upon
fee shall be fair and reasonable in light of the usual and customary charges
made by others for services of the same nature and quality. Under such
Agreements, Pacific-European Fund paid $120,739 to the Distributor and $15,139
to Piper Trust for the fiscal year ended February 29, 1996. The Agreements
were not in effect for Emerging Markets Fund during its last fiscal year.
PORTFOLIO TRANSACTIONS AND ALLOCATION OF BROKERAGE
--------------------------------------------------
Transactions on stock exchanges involve the payment of brokerage
commissions. In transactions on stock exchanges in the United States,
commissions are negotiated whereas on many foreign stock exchanges, commissions
are fixed, often at levels higher than those available in the United States. In
the case of securities traded on the over-the-counter markets, there is
generally no stated commission but the price usually includes a commission paid
by the issuer to the underwriters. Commissions are paid with respect to the
purchase of certain other securities in which the Funds may invest, and with
respect to options on securities, futures contracts and options on futures
contracts purchased by the Funds. Subject to the general supervision of the
Directors of the Company, the Adviser and the Sub-Adviser are responsible for
the investment decisions and the placing of the orders for portfolio
transactions for the Funds.
The Funds have no obligation to enter into transactions in portfolio
securities with any dealer, issuer, underwriter or other entity. The Funds do
not purchase securities from, or sell securities to, the Adviser, the Sub-
Adviser or their respective affiliates acting as principal. In placing orders,
it is the policy of the Funds to obtain the best price and execution for its
transactions. Where best price and execution may be obtained from more than one
broker-dealer, the Adviser or the Sub-Adviser may, in their discretion, purchase
and sell securities through broker-dealers who provide research, statistical and
other information to the Adviser or the Sub-Adviser, as the case may be. The
Funds will not purchase at a higher price or sell at a lower price in connection
with transactions effected with a dealer, acting as principal, who furnishes
research services to the Adviser or Sub-Adviser than would be the case if
22
<PAGE>
no weight were given by the Adviser or Sub-Adviser, as the case may be, to the
dealer's furnishing of such services.
The supplemental information received from a broker-dealer is in
addition to the services required to be performed by the Adviser under the
Advisory Agreement, and by the Sub-Adviser under the respective Sub-Advisory
Agreement, and the expenses of the Adviser and/or the Sub-Adviser will not
necessarily be reduced as a result of the receipt of such information.
Consistent with the Rules of Fair Practice of the National Association of
Securities Dealers, Inc., and subject to seeking the best price and execution,
the Funds may consider sales of shares of the Funds as a factor in the selection
of broker-dealers to enter into portfolio transactions with the Funds.
The investment information provided to the Adviser or the
Sub-Adviser, as the case may be, is of the types described in Section 28(e)(3)
of the Securities Exchange Act of 1934 and is designed to augment the Adviser's
or the Sub-Adviser's own internal research and investment strategy capabilities.
Research and statistical services furnished by brokers through which the Funds
effect securities transactions are used by the Adviser or the Sub-Adviser in
carrying out its investment management responsibilities with respect to all its
client accounts, but not all such services may be used by the Adviser or the
Sub-Adviser in connection with the Funds.
Certain other clients of the Adviser and/or the Sub-Adviser may have
investment objectives and policies similar to those of the Funds. The Adviser
and/or the Sub-Adviser may, from time to time, make recommendations that result
in the purchase or sale of a particular security by its other clients
simultaneously with a Fund. ("Security" is defined for these purposes to include
options, futures contracts and options on futures contracts.) If transactions on
behalf of more than one client during the same period increase the demand for
securities being purchased or the supply of securities being sold, there may be
an adverse affect on price or quantity. In addition, it is possible that the
number of options or futures transactions that a Fund may enter into may be
affected by options or futures transactions entered into by other investment
advisory clients of the Adviser. It is the policy of the Adviser and the Sub-
Adviser to allocate advisory recommendations and the placing of orders in a
manner that is deemed equitable by the Adviser or the Sub-Adviser to the
accounts involved, including the Funds. When two or more of the clients of the
Adviser or Sub-Adviser (including the Funds) are purchasing or selling the same
security on a given day from the same broker-dealer, such transactions may be
averaged as to price.
Transactions in securities, options on securities, futures contracts
and options on futures contracts may be effected through Piper Jaffray Inc. if
the commissions, fees or other remuneration received by Piper Jaffray Inc. are
reasonable and fair compared to the commissions, fees or other remuneration paid
to other brokers or other futures commission merchants in connection with
comparable transactions involving similar securities or similar futures
contracts or options thereon being
23
<PAGE>
purchased or sold on an exchange or contract market during a comparable period
of time. In effecting portfolio transactions through Piper Jaffray Inc., the
Funds intend to comply with Section 17(e)(1) of the 1940 Act.
Pacific-European Fund paid brokerage commissions for the fiscal
years ended February 28, 1994 and 1995 and February 29, 1996 of $735,400,
$683,910 and $940,635, respectively. No commissions were paid to affiliates of
the Fund, the Adviser or the Sub-Adviser, or to affiliates of such affiliates
during such periods. Emerging Markets Fund paid brokerage commissions for the
fiscal period from November 9, 1993 (commencement of operations) to June 30,
1994 (fiscal year end) and the fiscal year ended June 30, 1995 of $160,209 and
$217,281, respectively. Of such amounts, $4,208 and $10,523, respectively, were
paid to affiliated brokers which was equal to 3% and 4.84%, respectively, of
total brokerage commissions. The total dollar amount of transactions involving
commissions paid to an affiliate were $1,661,720 (3%) and $3,105,766 (6.28%),
respectively.
From time to time the Funds may acquire the securities of their
regular brokers or dealers or affiliates of such brokers or dealers. During the
fiscal years ended June 30, 1995 and February 29, 1996, no such securities were
acquired by Emerging Markets Fund or Pacific-European Fund, respectively.
Option Trading Limits
The writing by the Funds of options on securities will be subject to
limitations established by each of the registered securities exchanges on which
such options are traded. Such limitations govern the maximum number of options
in each class which may be written by a single investor or group of investors
acting in concert, regardless of whether the options are written on the same or
different securities exchanges or are held or written in one or more accounts or
through one or more brokers. Thus, the number of options which the Funds may
write may be affected by options written by other investment companies managed
by and other investment advisory clients of the Adviser and the Sub-Adviser. An
exchange may order the liquidation of positions found to be in excess of these
limits, and it may impose certain other sanctions.
CAPITAL STOCK AND OWNERSHIP OF SHARES
-------------------------------------
The Board of Directors is empowered under the Company's Articles of
Incorporation to issue additional series of the Company's common stock without
shareholder approval. On an issue affecting only a particular series, the shares
of the affected series vote separately. An example of such an issue would be a
fundamental investment restriction pertaining to only one series. In voting on
the Investment Advisory and Management Agreement (the "Agreement"), approval of
the Agreement by the shareholders of a particular series would make the
Agreement effective as to that series whether or not it had been approved by the
shareholders of the other series.
24
<PAGE>
If the Company issues shares in additional series, the assets
received by the Company for the issue or sale of shares of each series, and all
income, earnings, profits and proceeds thereof, subject only to the rights of
creditors, are allocated to such series, and constitute the underlying assets of
such series. The underlying assets of each series are required to be segregated
on the books of account, and are to be charged with the expenses in respect to
such series and with a share of the general expenses of the Company. Any general
expenses of the Company not readily identifiable as belonging to a particular
series shall be allocated among the series based upon the relative net assets of
the series at the time such expenses were accrued.
The Board of Directors may, without shareholder approval, create and
issue one or more additional classes of shares within each Fund, as well as
within any series of the Company created in the future. All classes of shares in
a Fund would be identical except that each class of shares would be available
through a different distribution channel and certain classes might incur
different expenses for the provision of distribution services or the provision
of shareholder services or administration assistance by institutions. Shares of
each class would share equally in the gross income of a series, but any
variation in expenses would be charged separately against the income of the
particular class incurring such expenses. This would result in variations in net
investment income accrued and dividends paid by and in the net asset value of
the different classes of a series. This ability to create multiple classes of
shares within each series of the Company will allow the Company in the future
the flexibility to better tailor its methods of marketing, administering and
distributing shares of the Funds to the needs of particular investors and to
allocate expenses related to such marketing, administration and distribution
methods to the particular classes of shareholders of the Fund incurring such
expenses.
As of June 1, 1996, no shareholder was known to own beneficially 5%
or more of the outstanding shares of Pacific-European Fund. The directors and
officers of the Funds as a group owned less than 1% of the outstanding shares
of Pacific-European Fund as of such date. No shares of Emerging Markets
Fund were outstanding on such date.
NET ASSET VALUE AND PUBLIC OFFERING PRICE
-----------------------------------------
The method for determining the public offering price of Fund shares
is summarized in the prospectus in the text following the headings "How to
Purchase Shares Public Offering Price" and "Valuation of Shares." The net asset
value of each Fund's shares is determined on each day on which the New York
Stock Exchange is open, provided that the net asset value need not be determined
on days when no Fund shares are tendered for redemption and no order for Fund
shares is received. The New York Stock Exchange is not open for business on the
following holidays (or on the nearest Monday or Friday if the holiday falls on a
weekend): New Year's Day, Presidents' Day, Good Friday, Memorial Day, July 4th,
Labor Day, Thanksgiving and Christmas.
25
<PAGE>
The portfolio securities in which the Funds invest fluctuate in
value, and hence the net asset value per share of the Funds also fluctuates.
On February 29, 1996 and June 30, 1995, respectively, the net asset values per
share for Pacific-European Fund and Emerging Markets Fund were calculated as
follows:
Pacific-European Fund
---------------------
Net Assets ($163,311,704) = Net Asset Value Per Share ($13.86)
-------------------------------
Shares Outstanding (11,782,881)
Emerging Markets Fund
---------------------
Net Assets ($22,624,032 ) = Net Asset Value Per Share ($7.20)
------------------------------
Shares Outstanding (3,140,348)
A sales charge of 4% of the net asset value (in the case of sales of
less than $100,000) will be added to the net asset value per share to
determine the public offering price per share.
PERFORMANCE COMPARISONS
-----------------------
Advertisements and other sales literature for the Funds may refer to
"average annual total return" and "cumulative total return." Average annual
total return figures are computed by finding the average annual compounded rates
of return over the periods indicated in the advertisement that would equate the
initial amount invested to the ending redeemable value, according to the
following formula:
P(1+T)n = ERV
Where: P = a hypothetical initial payment of $1,000;
T = average annual total return;
n = number of years; and
ERV = ending redeemable value at the end of the period of
a hypothetical $1,000 payment made at the beginning
of such period.
This calculation deducts the maximum sales charge from the initial hypothetical
$1,000 investment, assumes all dividends and capital gains distributions are
reinvested at net asset value on the appropriate reinvestment dates as described
in the prospectus, and includes all recurring fees, such as investment advisory
and management fees, charged to all shareholder accounts.
The following table sets forth the average annual total returns for one year,
five years and since inception for the periods ended February 29, 1996 and
June 30, 1995, respectively, for Pacific-European Fund and Emerging Markets
Fund:
26
<PAGE>
<TABLE>
<CAPTION>
Average Annual Total Returns
----------------------------
1 Year 5 Years Since Inception
------ ------- ---------------
<S> <C> <C> <C>
Pacific-European Fund 12.03% 8.90% 6.62% *
Emerging Markets Fund*** (24.38%) N/A (20.18%) **
</TABLE>
- -------------
* Inception date: 4/27/90
** Inception date: 11/9/93
*** Results are based on historical performance of Hercules Latin American Value
Fund, but deduct the 4% maximum sales charge applicable to Emerging Markets
Fund.
The Adviser has waived or paid certain expenses of the Funds,
thereby increasing total return and yield. These expenses may or may not waived
or paid in the future in the Adviser's discretion. Absent any voluntary expense
payments or waivers, the average annual total returns for one year, five years
and since inception for the periods ended February 29, 1996 and June 30, 1995,
respectively, for Pacific-European Fund and Emerging Markets Fund were:
<TABLE>
<CAPTION>
Average Annual Total Returns
----------------------------
(absent voluntary expense waivers)
1 Year 5 Years Since Inception
------ ------- ---------------
<S> <C> <C> <C>
Pacific-European Fund 11.79% 8.71% 6.46% *
Emerging Markets Fund*** (25.85%) N/A (21.68%) **
</TABLE>
- -----------
* Inception date: 4/27/90
** Inception date: 11/9/93
*** Results are based on historical performance of Hercules Latin American Value
Fund, but deduct the 4% maximum sales charge applicable to Emerging Markets
Fund.
The Adviser has waived or paid certain expenses of the Funds,
thereby increasing total return and yield. These expenses may or may not waived
or paid in the future in the Adviser's discretion. Absent any voluntary expense
payments or waivers, the average annual total returns for one year, five years
and since inception for the periods ended February 29, 1996 and June 30, 1995,
respectively, for Pacific-European Fund and Emerging Markets Fund were:
Cumulative total return is computed by finding the cumulative
compounded rate of return over the period indicated in the advertisement that
would equate the initial amount invested to the ending redeemable value,
according to the following formula:
CTR = (ERV-P) 100
-----
P
Where: CTR = Cumulative total return;
ERV = ending redeemable value at the end of the period
of a hypothetical $1,000 payment made at the
beginning of such period; and
P = initial payment of $1,000.
This calculation assumes all dividends and capital gain distributions are
reinvested at net asset value on the appropriate reinvestment dates as
described in the Prospectus and includes all recurring fees, such as investment
advisory and management fees, charged to all shareholder accounts.
The following table sets forth the cumulative total returns for the
periods from inception to February 29, 1996 and June 30, 1995, respectively,
for Pacific-European Fund and Emerging Markets Fund:
27
<PAGE>
<TABLE>
<CAPTION>
Cumulative Total Returns
Cumulative (absent voluntary
Total Returns expense waivers)
------------- ------------------------
<S> <C> <C>
Pacific-European Fund* 51.55% 50.24%
Emerging Markets Fund** (30.88%) (32.99%)
</TABLE>
- ---------------
* Inception date: 4/27/90
** Inception date: 11/9/93. Results are based on historical performance
of Hercules Latin American Value Fund, but deduct the 4% maximum
sales charge applicable to Emerging Markets Fund.
+ There were no voluntary expense waivers or payments by the Adviser
during this period.
In addition to advertising total return, comparative performance
information may be used from time to time in advertising the Funds shares,
including data from Lipper Analytical Services, Inc. ("Lipper"), Morningstar,
other industry publications and other entities or organizations which track the
performance of investment companies. Performance information for the Funds also
may be compared to various unmanaged indices, such as EAFE. Unmanaged indices do
not reflect deductions for administrative and management costs and expenses. The
performance of Pacific-European Fund may be compared to that of Lipper Pacific
Region Funds Average and the performance of Emerging Markets Fund may be
compared to Lipper Emerging Markets Funds Average.
PURCHASE OF SHARES
------------------
An investor may qualify for a reduced sales charge immediately by
signing a nonbinding Letter of Intent stating the investor's intention to invest
within a 13-month period, beginning not earlier than 90 days prior to the date
of execution of the Letter, a specified amount which, if made at one time, would
qualify for a reduced sales charge. Reinvested dividends will be treated as
purchases of additional shares. Any redemptions made during the term of the
Letter of Intent will be subtracted from the amount of purchases in determining
whether the Letter of Intent has been completed. During the term of a Letter of
Intent, IFTC will hold shares representing 5% of the amount that the investor
intends to invest during the 13-month period in escrow for payment of a higher
sales charge if the full amount indicated in the Letter of Intent is not
purchased. Dividends on the escrowed shares will be paid to the shareholder. The
escrowed shares will be released when the full amount indicated has been
purchased. If the full indicated amount is not purchased within the 13-month
period, the investor will be required to pay, either in cash or by liquidating
escrowed shares, an amount equal to the difference in the dollar amount of sales
charge actually paid and the amount of sales charge the investor would have paid
on his or her aggregate purchases if the total of such purchases had been made
at a single time.
28
<PAGE>
REDEMPTION OF SHARES
--------------------
General
Redemption of shares, or payment, may be suspended at times (a) when
the New York Stock Exchange is closed for other than customary weekend or
holiday closings, (b) when trading on said Exchange is restricted, (c) when an
emergency exists, as a result of which disposal by the Fund of securities owned
by it is not reasonably practicable, or it is not reasonably practicable for a
Fund fairly to determine the value of its net assets, or (d) during any other
period when the Securities and Exchange Commission, by order, so permits,
provided that applicable rules and regulations of the Securities and Exchange
Commission shall govern as to whether the conditions prescribed in (b) or (c)
exist.
Shareholders who purchased Fund shares through a broker-dealer other
than the Distributor may redeem such shares either by oral request to such
broker-dealer or by written request to IFTC at the address set forth in the
Prospectus. To be considered in proper form, written requests for redemption
should indicate the dollar amount or number of shares to be redeemed, refer to
the shareholder's Fund account number, and give either a social security or tax
identification number. The request should be signed in exactly the same way the
account is registered. If there is more than one owner of the shares, all owners
must sign. If shares to be redeemed have a value of $10,000 or more or
redemption proceeds are to be paid to someone other than the shareholder at the
shareholder's address of record, the signature(s) must be guaranteed by an
"eligible guarantor institution," which includes a commercial bank that is a
member of the Federal Deposit Insurance Corporation, a trust company, a member
firm of a domestic stock exchange, a savings association or a credit union that
is authorized by its charter to provide a signature guarantee. IFTC may reject
redemption instructions if the guarantor is neither a member of nor a
participant in a signature guarantee program. Signature guarantees by notaries
public are not acceptable. The purpose of a signature guarantee is to protect
shareholders against the possibility of fraud. Further documentation will be
requested from corporations, administrators, executors, personal
representatives, trustees and custodians. Redemption requests given by facsimile
will not be accepted. Unless other instructions are given in proper form, a
check for the proceeds of the redemption will be sent to the shareholder's
address of record.
Reinstatement Privilege
A shareholder who has redeemed shares of a Fund may reinvest all or
part of the redemption proceeds in shares of any Fund managed by the Adviser
within 30 days without payment of an additional sales charge, provided that a
shareholder may reinvest in a fund through a broker-dealer other than the
Distributor only if there is a valid sales agreement for such fund between such
broker-dealer and the Distributor. The Distributor will refund to any
shareholder a pro rata amount of any contingent deferred sales charge paid by
such shareholder in connection with a redemption of Fund shares if and to the
extent that the redemption proceeds are
29
<PAGE>
reinvested within 30 days of such redemption in any mutual fund managed by the
Adviser. Such refund will be based upon the ratio of the net asset value of
shares purchased in the reinvestment to the net asset value of shares redeemed.
Reinvestments will be allowed at net asset value without the payment of a front-
end sales charge, irrespective of the amounts of the reinvestment, but shall be
subject to the same pro rata contingent deferred sales charge that was
applicable to the earlier investment; however, the period during which the
contingent deferred sales charge shall apply on the newly issued shares shall be
the period applicable to the redeemed shares extended by the number of days
between the redemption and the reinvestment dates (inclusive).
Systematic Withdrawal Plan
To establish a Systematic Withdrawal Plan for a Fund and receive
regular periodic payments, an account must have a value of $5,000 or more. A
request to establish a Systematic Withdrawal Plan must be submitted in writing
to an investor's Piper Jaffray Investment Executive or other broker-dealer.
There are no service charges for maintenance; the minimum amount that may be
withdrawn each period is $100. (This is merely the minimum amount allowed and
should not be interpreted as a recommended amount.) The holder of a Systematic
Withdrawal Plan will have any income dividends and any capital gains
distributions reinvested in full and fractional shares at net asset value. To
provide funds for payment, the appropriate Fund will redeem as many full and
fractional shares as necessary at the redemption price, which is net asset
value. Redemption of shares may reduce or possibly exhaust the shares in your
account, particularly in the event of a market decline. As with other
redemptions, a redemption to make a withdrawal payment is a sale for federal
income tax purposes. Payments made pursuant to a Systematic Withdrawal Plan
cannot be considered as actual yield or income since part of such payments may
be a return of capital.
The maintenance of a Systematic Withdrawal Plan for a Fund concurrent
with purchases of additional shares of the Fund would be disadvantageous because
of the sales commission involved in the additional purchases. A confirmation of
each transaction showing the sources of the payment and the share and cash
balance remaining in the account will be sent. The plan may be terminated on
written notice by the shareholder or the Fund, and it will terminate
automatically if all shares are liquidated or withdrawn from the account or upon
the death or incapacity of the shareholder. The amount and schedule of
withdrawal payments may be changed or suspended by giving written notice to your
Piper Jaffray Investment Executive or other broker-dealer at least seven
business days prior to the end of the month preceding a scheduled payment.
TAXATION
--------
General
Each Fund qualified during its last taxable year and intends to
qualify in the future as a regulated investment company for federal income tax
purposes. In order
30
<PAGE>
to so qualify, a Fund must meet certain requirements imposed by the Code as to
the sources of the Fund's income and the diversification of the Fund's assets. A
Fund must, among other things, (a) derive in each taxable year at least 90% of
its gross income from dividends, interest, payments with respect to loans of
securities, gains from the sale or other disposition of securities or other
income derived with respect to its business of investing in such securities
(including, but not limited to, gains from options, futures or forward
contracts); (b) generally derive in each taxable year less than 30% of its gross
income from gains from the sale or other disposition of securities, options,
futures or forward contracts held for less than three months; and (c) diversify
its holdings so that, at the end of each fiscal quarter, (i) at least 50% of the
value of the Fund's assets is represented by (A) cash, United States government
securities or securities of other regulated investment companies, and (B) other
securities that, with respect to any one issuer, do not represent more than 5%
of the value of the Fund's assets or more than 10% of the voting securities of
such issuer, and (ii) not more than 25% of the value of the Fund's assets is
invested in the securities of any issuer (other than United States government
securities or the securities of other regulated investment companies) or two or
more issuers controlled by the Fund and determined to be engaged in the same
trade or business.
If a Fund qualifies as a regulated investment company and satisfies a
minimum distribution requirement, the Fund will not be subject to federal income
tax on income and gains to the extent that it distributes such income and gains
to its shareholders. The minimum distribution requirement is satisfied if a Fund
distributes at least 90% of its net investment income (including tax-exempt
interest and net short-term capital gains) for the taxable year. Although each
Fund intends to satisfy the above minimum distribution requirement, it may elect
to retain its remaining net investment income. A Fund would be subject to
corporate tax (at rates up to 35%) on any undistributed income. In addition, a
Fund may in the future decide to retain all or a portion of its net capital
gain, as described under "Federal Tax Treatment of Shareholders-Distributions to
Shareholders," below.
Each Fund will be subject to a nondeductible 4% excise tax to the
extent that it does not distribute by the end of each calendar year (or is not
subjected to regular corporate tax in such year on) an amount equal to the sum
of (a) 98% of the Fund's ordinary income for such calendar year; (b) 98% of the
excess of capital gains over capital losses for the one-year period ending on
October 31 of each year; and (c) the undistributed income and gains from the
preceding years (if any).
Federal Tax Treatment of Shareholders
Distributions to Shareholders. Distributions to shareholders
attributable to a Fund's net investment income (including interest income and
net short-term capital gains) are taxable as ordinary income whether paid in
cash or reinvested in additional shares of the Fund. It is not anticipated that
any of the Fund's distributions will qualify for the dividends received
deduction for corporate shareholders.
31
<PAGE>
Distributions of any net capital gain (i.e., the excess of net long-
term capital gain over net short-term capital loss, if any) that are designated
as capital gain dividends are taxable as long-term capital gains, whether paid
in cash or additional shares of a Fund, regardless of how long the shares have
been held.
Each Fund may elect to retain all or a portion of its net capital gain
and be taxed at the corporate tax rate for such capital gains, which is
currently 35%. In such event, the Fund would most likely make an election that
would require each shareholder of record on the last day of the Fund s taxable
year to include in income for tax purposes his proportionate share of the Fund s
undistributed net capital gain. If such an election is made, each shareholder
would be entitled to credit his proportionate share of the tax paid by a Fund
against his federal income tax liabilities and to claim refunds to the extent
that the credit exceeds such liabilities. In addition, the shareholder would be
entitled to increase the basis of his shares for federal tax purposes by an
amount equal to 65% of his proportionate share of the undistributed net capital
gain.
Dividends and distributions by each Fund are generally taxable to the
shareholders at the time the dividend or distribution is made (even if
reinvested in additional shares of the Fund). However, any dividend declared by
a Fund in October, November or December of any calendar year which is payable to
shareholders of record on a specified date in such a month will be treated as
received by the shareholders on December 31 of such year if the dividend is paid
during January of the following year. The realization by a Fund of original
issue or market discount will increase the investment income of such Fund and
the amount required to be distributed.
Foreign Tax Credit Election. Each Fund may be subject to taxes on its
income imposed by foreign countries. If at the end of a Fund s fiscal year more
than 50% of its total assets consist of securities of foreign corporations, such
Fund will be eligible to file an election with the Internal Revenue Service
pursuant to which shareholders of the Fund will be required to include their
respective pro rata portions of such foreign taxes as gross income, treat such
amounts as foreign taxes paid by them, and deduct such amounts in computing
their taxable incomes or, alternatively, use them as foreign tax credits against
their federal income taxes.
Sale of Shares. In general, if a share of common stock is sold or
exchanged, the seller will recognize gain or loss equal to the difference
between the amount realized in the sale or exchange and the seller s adjusted
basis in the share of common stock. Any gain or loss realized upon a sale or
exchange of shares of common stock will be treated as long-term capital gain or
loss if the shares have been held for more than one year, and otherwise as
short-term capital gain or loss. Further, if such shares are held for six months
or less, loss realized by a shareholder will be treated as long-term capital
loss to the extent of the total of any capital gain dividend received by the
shareholder. In addition, any loss realized on a sale or exchange of shares of
common stock will be disallowed to the extent the shares disposed of are
replaced within a period of 61 days beginning 30 days before and
32
<PAGE>
ending 30 days after disposition of the shares. In such case, the basis of the
shares acquired will be adjusted to reflect the disallowed loss.
Backup Withholding. Each Fund may be required to withhold federal
income tax at the rate of 31% of all taxable distributions payable to
shareholders who fail to provide such Fund with their correct taxpayer
identification number or to make required certifications, or who have been
notified by the Internal Revenue Service that they are subject to backup
withholding. Corporate shareholders and certain other shareholders specified in
the Code are generally exempt from such backup withholding. Backup withholding
is not an additional tax. Any amounts withheld may be credited against the
shareholder s federal income tax liability.
Other Taxes. Distributions may also be subject to state, local and
foreign taxes depending on each shareholder s particular situation.
Foreign Shareholders. The foregoing discussion relates solely to
United States federal income tax law as applicable to "U.S. persons,"i.e., U.S.
citizens and residents and U.S. domestic corporations, partnerships, trusts and
estates. Shareholders who are not U.S. persons should consult their tax advisers
regarding the U.S. and non-U.S. tax consequences of ownership of shares of the
Funds, including the fact that such a shareholder may be subject to U.S.
withholding tax at a rate of 30% (or at a lower rate under an applicable U.S.
income tax treaty) on amounts constituting ordinary income from U.S. sources,
including ordinary dividends paid by the Funds.
Consequences of Certain Fund Investments
The Funds engage in various hedging transactions. Under various
provisions of the Code, the result of such transactions may be to change the
character of recognized gains and losses, accelerate the recognition of certain
gains and losses, and defer the recognition of certain losses. The extent to
which a Fund may be able to use such hedging techniques may be limited by the
requirement that generally less than 30% of a Fund s gross income consist of
gains from the sale or disposition of certain assets held for less than three
months.
Under Section 988 of the Code, all or a portion of gains and losses
from certain transactions is treated as ordinary income or loss. These rules
generally apply to transactions in certain securities denominated in foreign
currencies, forward contracts in foreign currencies, futures contracts in
foreign currencies that are not "regulated futures contracts," certain unlisted
options and foreign currency swaps. The rules under Section 988 may also affect
the timing of income recognized by the Fund.
Each Fund may be subject to U.S. taxes resulting from holdings in a
passive foreign investment company ("PFIC"). A foreign corporation is a PFIC
when 75% or more of its gross income for the taxable year is passive income or
50% or more of the
33
<PAGE>
average value of its assets consists of assets that produce or could produce
passive income. The Funds have no current intention to invest in PFICs.
GENERAL INFORMATION
-------------------
Minnesota has enacted legislation which authorizes corporations to
eliminate or limit the personal liability of a director to the corporation or
its shareholders for monetary damages for breach of the fiduciary duty of "care"
(the duty to act with the care an ordinarily prudent person in a like position
would exercise under similar circumstances). Minnesota law does not, however,
permit a corporation to eliminate or limit the liability of a director (a) for
any breach of the director s duty of "loyalty" to the corporation or its
shareholders (the duty to act in good faith and in a manner reasonably believed
to be in the best interest of the corporation), (b) for acts or omissions not in
good faith or that involve intentional misconduct or a knowing violation of law,
(c) for authorizing a dividend, stock repurchase or redemption or other
distribution in violation of Minnesota law or for violation of certain
provisions of Minnesota securities laws, or (d) for any transaction from which
the director derived an improper personal benefit. Minnesota law does not permit
elimination or limitation of a director s liability under the 1933 Act or the
Securities Exchange Act of 1934, and the 1940 Act prohibits elimination or
limitation of a director s liability for acts involving willful malfeasance, bad
faith, gross negligence or reckless disregard of the duties of a director. The
Articles of Incorporation of the Company limit the liability of directors to the
fullest extent permitted by Minnesota law and the 1940 Act.
FINANCIAL STATEMENTS
--------------------
The audited financial statements of Pacific-European Fund dated
February 29, 1996, as set forth in the Fund s Annual Report, are incorporated by
reference into this Statement of Additional Information. The audited financial
statements dated June 30, 1995 and unaudited financial statements dated December
31, 1995 of Emerging Markets Fund (Hercules Latin American Value Fund), are
included in this Statement of Additional Information. (Financial statements of
Emerging Markets Fund are those of Hercules Latin American Value Fund, the
assets of which were acquired by Emerging Markets Fund on June 21, 1996.) The
audited financial statements are provided in reliance on the report of KPMG Peat
Marwick LLP, 4200 Norwest Center, Minneapolis, Minnesota 55402, independent
auditors of the Funds, given on the authority of such firm as experts in
accounting and auditing.
34
<PAGE>
PENDING LITIGATION
------------------
Complaints have been brought in federal and state court relating to
one open-end and twelve closed-end investment companies managed by the Adviser
and to two open-end funds for which the Adviser has acted as sub-adviser. On
February 13, 1996, a Settlement Agreement became effective for the consolidated
class action lawsuit, titled In Re: Piper Funds Inc. Institutional Government
Income Portfolio Litigation. The Amended Consolidated Class Action Complaint was
filed on October 5, 1994, in the United States District Court, District of
Minnesota, against PJIGX, the Adviser, the Distributor, William H. Ellis and
Edward J. Kohler, and had alleged the making of materially misleading statements
in the prospectus, common law negligent misrepresentation and breach of
fiduciary duty. The Settlement Agreement will provide approximately $67.5
million, together with interest earned, less certain disbursements and attorney
fees, to class members in payments scheduled over approximately three years.
Such payments will be made by Piper Jaffray Companies Inc. and the Adviser and
will not be an obligation of Piper Funds Inc.
Four additional complaints relating to the Institutional Government
Income Portfolio, which were brought by some of the investors who requested
exclusion from the settlement class and are based on claims similar to those
asserted in the consolidated Class Action complaint, remain pending. The first
additional complaint was filed against Piper Funds Inc., the Adviser, the
Distributor and Piper Jaffray Companies Inc. on September 30, 1994 in the United
States District Court, District of Colorado. Plaintiffs in the complaint are
Gary Pashel and Gregg S. Hayutin, Trustees of the Mae Pashel Trust; Mae Pashel,
individually; Gary Pashel and Michael H. Feinstein, Trustees of the Robert
Hayutin Insurance Trust; and Dennis E. Hayutin, Gregg S. Hayutin and Gary
Pashel, Trustees of the Marie Ellen Hayutin Trust. The second pending complaint
was brought on April 11, 1995, and filed in the Minnesota State District Court,
Hennepin County. This action was removed to United States District Court,
District of Minnesota. The plaintiff, Frank R. Berman, Trustee of Frank R.
Berman Professional CP Pension Plan Trust, sued individually and not on behalf
of any putative class. Defendants are the Distributor, Piper Funds Inc., Morton
Silverman and Worth Bruntjen. A third pending complaint relating to the
Institutional Government Income Portfolio was filed on June 22, 1995 in the
Montana Thirteenth Judicial District Court, Yellowstone County by Beverly Muth
against the Distributor and Teresa L. Darnielle. In addition to the above
complaints, a number of actions have been commenced in arbitration by some of
individual investors who requested exclusion from the settlement class in the In
Re: Piper Funds Inc. action. A fourth pending complaint was brought on May 13,
1996 and filed in Minnesota State District Court, Hennepin County. The
plaintiff, the City of Mound, sued individually against defendants Piper Jaffray
Companies Inc., the Adviser, Piper Funds Inc., Institutional Government Income
Portfolio, Worth Bruntjen, William H. Ellis, Edward J. Kohler, Bennett E. Marks
and John and Jane Does 1-10.
35
<PAGE>
A complaint was filed by Herman D. Gordon on October 20, 1994, in the
United States District Court, District of Minnesota, against American Adjustable
Rate Term Trust Inc. 1998, American Adjustable Rate Term Trust Inc. 1999, the
Adviser, the Distributor, Piper Jaffray Companies Inc., Benjamin Rinkey, Jeffrey
Griffin, Charles N. Hayssen and Edward J. Kohler. A second complaint was filed
by Frank Donio, I.R.A. and other plaintiffs on April 14, 1995, in the United
States District Court, District of Minnesota, against American Adjustable Rate
Term Trust Inc. 1996, American Adjustable Rate Term Trust Inc. 1997, American
Adjustable Rate Term Trust Inc. 1998, American Adjustable Rate Term Trust Inc.
1999, the Adviser, the Distributor, Piper Jaffray Companies Inc. and certain
associated individuals. Plaintiffs in both actions filed a Consolidated Amended
Class Action Complaint on May 23, 1995 and by Order dated June 8, 1995, the
Court consolidated the two putative class actions. The consolidated amended
complaint, which purports to be a class action, alleges certain violations of
federal and state securities laws, breach of fiduciary duty and negligent
misrepresentation. The parties have reached an agreement-in-principle to settle
all outstanding claims of the purported class action. If approved by the Court
and a sufficiently large percentage of the class, a settlement agreement
consistent with the terms of the agreement-in-principle would provide $14
million in principal payments consisting of $500,000 payable upon execution of
the settlement agreement, $1.5 million payable upon final approval by the Court,
and payments of $3 million on each anniversary of the final court approval for
the next four years, with accrued interest payments of up to $1.8 million.
Two additional complaints relating to the American Adjustable Rate
Term Trusts, which are based on claims similar to those asserted in the
Gordon/Donio Consolidated Complaint, remain pending. The first of these
additional complaints was filed against the Distributor on August 11, 1995 in
Washington State District Court, King County, by plaintiff Ernest Volinn. The
second complaint was filed against the Distributor on November 1, 1995 in the
United States District Court, District of Idaho, by plaintiff Ewing Company
Profit Sharing Plan. In addition to the above complaints, a number of actions
have been commenced in arbitration by individual investors in the American
Adjustable Rate Term Trusts.
A complaint was filed by Gary E. Nelson on June 28, 1995 in the United
States District Court for the Western District of Washington at Seattle against
American Strategic Income Portfolio Inc. II ("BSP"), the Adviser, the
Distributor, Piper Jaffray Companies Inc., Worth Bruntjen, Charles N. Hayssen,
Michael Jansen, William H. Ellis and Edward J. Kohler. A second complaint was
filed by the same individual in the same court on July 12, 1995 against American
Opportunity Income Fund Inc. ("OIF"), the Adviser, the Distributor, Piper
Jaffray Companies Inc., Worth Bruntjen, Charles N. Hayssen, Michael Jansen,
William H. Ellis and Edward J. Kohler. On September 7, 1995, Christian
Fellowship Foundation Peace United Church of Christ, Gary E. Nelson and Lloyd
Schmidt filed an amended complaint purporting to be a class action in the United
States District Court for the District of Washington. The complaint was filed
against American Government Income Portfolio, Inc. ("AAF"), American Government
Income Fund Inc. ("AGF"),
36
<PAGE>
American Government Term Trust, Inc., American Strategic Income Portfolio Inc.
("ASP"), American Strategic Income Portfolio Inc. II, American Strategic Income
Portfolio Inc. III ("CSP"), American Opportunity Income Fund Inc., American
Select Portfolio Inc., Piper Jaffray Companies Inc., the Distributor, the
Adviser and certain associated individuals. By Order filed October 5, 1995, the
complaints were consolidated. Plaintiffs filed a second amended complaint on
February 5, 1996 and a third amended complaint on June 4, 1996. The third
amended third complaint alleges generally that the prospectus and financial
statements of each investment company were false and misleading. Specific
violations of various federal securities laws are alleged with respect to each
investment company. The complaint also alleges that the defendants violated the
Racketeer Influenced and Corrupt Organizations Act, the Washington State
Securities Act and the Washington Consumer Protection Act. The named plaintiffs
and defendants have reached an agreement-in-principle on a proposed settlement.
If approved by the Court, a settlement agreement consistent with the terms of
the agreement-in-principle would $15.5 million to class members in payments by
Piper Jaffray Companies Inc. and the Adviser over the next four years. The
settlement also includes an agreement that each of OIF, AAF, and AGF would offer
to repurchase up to 25% of their outstanding shares from current shareholders at
net asset value. If the discounts between net asset value and market price of
these funds do not decrease to 5% or less within approximately two years after
the effective date of the settlement, the fund boards may submit shareholder
proposals to convert these funds to an open-end format. Finally, the agreement
stipulates that each of ASP, BSP, CSP and SLA would offer to repurchase up to
10% of their outstanding shares from current shareholders at net asset value.
Three additional complaints are pending which involve the funds named
as defendants in the Nelson/Christian Fellowship Consolidated Action and are
based on claims similar to that action. The first additional complaint was filed
against the Distributor and Richard Tallent in Montana State District Court,
Silver Bow County on November 1, 1995 by plaintiff John Darlington. The second
complaint was filed against the Distributor and Richard Tallent on April 11,
1996 in Montana State District Court, Silver Bow County by plaintiff Kenneth
Schneider. The third complaint was filed against the Distributor and Richard
Tallent on April 11, 1996 in Montana State District Court, Silver Bow County by
plaintiff Margaret Nagel. In addition to the above complaints, a number of
arbitrations have been commenced by individual investors in the funds named as
defendants in the Nelson/Christian Fellowship Consolidated Action.
Complaints have also been filed relating to two open-end funds for
which the Adviser has acted as sub-adviser, Managers Intermediate Mortgage Fund
and Managers Short Government Fund. A complaint was filed on September 26, 1994
in the United States District Court, District of Connecticut, by Florence R.
Hosea, Bobby W. Hosea, Getrud B. Dale and Peter M. Dale, Andrew Poffel and Diane
Poffel as tenants by the Entireties, Myrone Sarone, Donna M. DiPalo, Bernard B.
Geltner and Gail Geltner and Paul Delman. The complaint was filed against The
Managers Funds, The Managers Funds, L.P., Robert P. Watson, the Adviser, the
Distributor, an
37
<PAGE>
individual associated with the Adviser, Evaluation Associates, Inc. and Managers
Intermediate Mortgage Fund. The complaint, which is a putative class action,
alleges certain violations of federal securities laws, including the making of
false and misleading statements in the prospectus, and alleges negligent
misrepresentation, breach of fiduciary duty and common law fraud. A similar
complaint was filed as a putative class action in the same court on November 4,
1994. The complaint was filed by Karen E. Kopelman against The Managers Fund,
The Managers Funds, L.P., Robert P. Watson, the Adviser, the Distributor, Worth
Bruntjen, Evaluation Associates, Inc. and Managers Intermediate Mortgage Fund.
The two putative class actions were consolidated by court order on December 13,
1994. Plaintiffs filed an Amended and Restated Complaint on July 19, 1995. A
complaint relating to the Managers Short Government Fund was filed on November
18, 1994 in the United States District Court, District of Minnesota. The
complaint was filed by Robert Fleck as a putative class action against The
Managers Funds, The Managers Funds, L.P., the Adviser, the Distributor, Worth
Bruntjen, Evaluation Associates, Inc., Robert P. Watson, John E. Rosati, William
M. Graulty, Madeline H. McWhinney, Steven J. Pasggioli, Thomas R. Schneeweis and
Managers Short Government Fund, F/K/A/ Managers Short Government Income Fund.
The complaint alleges certain violations of federal securities laws, including
the making of false and misleading statements in the prospectus, and negligent
misrepresentation. A third complaint relating to both the Managers Intermediate
Mortgage Fund and the Managers Short Government Fund was filed on October 26,
1995 in Connecticut State Superior Court, Stamford/Norwalk District. The
complaint was filed by First Commercial Trust Company, N.A. against the Managers
Funds, Managers Short Government Fund, Managers Intermediate Mortgage Fund,
Managers Short and Intermediate Bond Fund, The Managers Funds, L.P., EAIMC
Holdings Corporation, Evaluation Associates Holding Corporation, EAI Partners,
L.P., Evaluation Associates, Inc., Robert P. Watson, William W. Graulty,
Madeline H. McWhinney, Steven J. Paggioli, Thomas R. Schneeweis, William J.
Crerend, the Adviser, Piper Jaffray Companies Inc., Worth Bruntjen, Standish,
Ayer & Wood, Inc., TCW Funds Managements, Inc., and TCW Management Company. The
complaint alleges claims under Connecticut common law and violation of the
Connecticut Securities Act and the Connecticut Unfair and Deceptive Trade
Practices Act.
The Adviser and Distributor do not believe that the settlements
described above, or any of the above lawsuits and arbitrations, will have a
material adverse effect upon their ability to pe rform under their agreements
with the Company, and they intend to defend the remaining lawsuits vigorously.
38
<PAGE>
- --------------------------------------------------------------------------------
INDEPENDENT AUDITORS' REPORT
- --------------------------------------------------------------------------------
The Board of Directors and Shareholders
Piper Global Funds Inc.:
We have audited the accompanying statement of assets and liabilities, including
the schedule of investments in securities, of Emerging Markets Growth Fund, a
series of Piper Global Funds Inc. (formerly the Hercules Latin American Value
Fund, a series of Hercules Funds Inc.), as of June 30, 1995, and the related
statement of operations for the year then ended, and the statements of changes
in net assets and the financial highlights for the year ended June 30, 1995 and
the period from November 9, 1993 (commencement of operations) to June 30, 1994.
These financial statements and the financial highlights are the responsibility
of the fund's management. Our responsibility is to express an opinion on these
financial statements and the financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and the financial
highlights are free from material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements. Investment securities held in custody are confirmed to us by the
custodian. As to securities sold, but not delivered, we request confirmations
from brokers, and where replies are not received, we carry out other appropriate
auditing procedures. 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 audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements and the financial highlights referred
to above present fairly, in all material respects, the financial position of
Emerging Markets Growth Fund as of June 30, 1995 and the results of its
operations, changes in its net assets and the financial highlights for the
periods stated in the first paragraph above, in conformity with generally
accepted accounting principles.
KPMG Peat Marwick LLP
Minneapolis, Minnesota
August 18, 1995, except
as to note 7, which is
as of June 21, 1996
F-1
<PAGE>
- --------------------------------------------------------------------------------
FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
Emerging Markets Growth Fund*
Statement of Assets and Liabilities
June 30, 1995
<TABLE>
<S> <C>
ASSETS:
Investments in securities, at market value** (note 2) $ 22,259,248
Cash in bank on demand deposit 36,930
Foreign cash in bank on demand deposit 8,873
Receivable for investment securities sold 177,117
Receivable for fund shares sold 78,140
Organization costs (note 2) 64,091
Dividends and accrued interest receivable 98,286
------------
Total assets 22,722,685
------------
LIABILITIES
Payable for fund shares redeemed 63,453
Accrued distribution fee 8,925
Accrued investment management fee 18,645
Accrued expenses and other liabilities 7,630
------------
Total liabilities 98,653
------------
Net assets applicable to outstanding capital stock $ 22,624,032
============
REPRESENTED BY:
Capital stock - authorized 10 billion shares of $.01 par value:
3,140,348 shares outstanding $ 31,403
Additional paid-in capital 35,243,185
Accumulated net investment loss (note 2) (153,264)
Accumulated net realized loss on investments and foreign
currency transactions (11,147,882)
Unrealized depreciation of investments and on translation of
other assets and liabilities in foreign currencies (1,349,050)
------------
Total - representing net assets applicable to outstanding
capital stock $ 22,624,032
============
Net asset value per share of outstanding capital stock $ 7.20
============
**Investments in securities, at identified cost $ 23,607,434
============
</TABLE>
* Formerly the Hercules Latin American Value Fund. See note 7 to the
financial statements.
See accompanying Notes to Financial Statements.
F-2
<PAGE>
- --------------------------------------------------------------------------------
FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
Emerging Markets Growth Fund*
Statement of Operations
For the Year Ended June 30, 1995
<TABLE>
<S> <C>
INCOME:
Dividends (net of foreign withholding taxes of $17,639) $ 377,995
Interest 173,973
-----------
Total investment income 551,968
-----------
EXPENSES (NOTE 5):
Investment management fee 280,401
Distribution fee 196,280
Custodian, accounting and transfer agent fees 359,665
Audit and legal fees 52,238
Amortization of organization costs 17,845
Directors' fees 5,909
Reports to shareholders 14,588
Registration fees 23,441
Other expenses 22,094
-----------
Total expenses 972,461
Less expenses waived or absorbed by manager (355,579)
Less expenses waived or absorbed by distributor (56,080)
-----------
Net expenses 560,802
-----------
Investment loss - net (8,834)
-----------
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS
AND FOREIGN CURRENCY:
Net realized loss on investments (note 3) (8,891,338)
Net realized loss on foreign currency transactions (133,054)
-----------
Net realized loss on investments and foreign currency
transactions (9,024,392)
-----------
Net change in unrealized appreciation or depreciation of
investments and on translation of assets and liabilities
in foreign currencies 2,849,640
-----------
Net loss on investments and foreign currency (6,174,752)
-----------
Net decrease in net assets resulting from operations $(6,183,586)
===========
</TABLE>
* Formerly the Hercules Latin American Value Fund. See note 7 to the
financial statements.
See accompanying Notes to Financial Statements.
F-3
<PAGE>
- --------------------------------------------------------------------------------
FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
Emerging Markets Growth Fund*
Statements of Changes in Net Assets
<TABLE>
<CAPTION>
For the Year Period from
Ended 11/9/93** to
6/30/95 6/30/94
-------------- --------------
<S> <C> <C>
OPERATIONS:
Investment income (loss) - net $ (8,834) $ 18,072
Net realized loss on investments and foreign
currency transactions (9,024,392) (2,388,607)
Net change in unrealized appreciation or
depreciation of investments and translation
of other assets and liabilities in foreign
currencies 2,849,640 4,198,690
-------------- --------------
Net decrease in net assets resulting from
operations (6,183,586) (6,569,225)
-------------- --------------
CAPITAL SHARE TRANSACTIONS (NOTE 4):
Proceeds from shares sold 11,516,745 37,811,581
Payments for shares redeemed (10,459,488) (3,508,662)
-------------- --------------
Increase in net assets from capital share
transactions 1,057,257 34,302,919
-------------- --------------
Total increase (decrease) in net assets (5,126,329) 27,733,694
-------------- --------------
Net assets at beginning of period 27,750,361 16,667
-------------- --------------
Net assets at end of period $ 22,624,032 $ 27,750,361
============== ==============
Accumulated net investment loss $ (153,624) --
============== ==============
</TABLE>
* Formerly the Hercules Latin American Value Fund. See note 7 to the financial
statements.
** Commencement of operations
See accompanying Notes to Financial Statements.
F-4
<PAGE>
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
1 Organization These financial statements present financial information of
Hercules Latin American Value Fund (the fund), previously a
series of Hercules Fund Inc. As discussed in footnote 7,
effective June 21, 1996, the assets of the fund were acquired by
Emerging Markets Growth Fund, a newly-formed, non-diversified
series of Piper Global Funds Inc. For financial reporting
purposes, Emerging Markets Growth Fund will carry forward
historical financial information of the fund.
Piper Global Funds Inc. is registered under the Investment
Company Act of 1940 (as amended), as an open-end management
investment company. The Pacific-European Growth Fund is the only
other series of Piper Global Funds Inc. currently outstanding.
The company's articles of incorportion permit the board of
directors to create additional funds in the future.
2 Summary of Significant accounting policies of the fund are as follows:
Significant
Accounting Investments in Securities
Policies Securities traded on U.S. or foreign securities exchanges or
included in a national market system are valued at the last
quoted sales price; securities for which there were no sales
reported are valued at the mean between the bid and ask prices;
exchange listed options are valued at the last sales price and
futures contracts are valued at the last settlement price; bonds
and other securities for which market quotations are not readily
available are valued at fair value according to methods selected
in good faith by the board of directors. Securities with
maturities of 60 days or less when acquired or subsequently
within 60 days of maturity are valued at amortized cost, which
approximates market value.
Securities transactions are accounted for on the date the
securities are purchased or sold. Realized gains and losses are
calculated on an identified cost basis. Dividend income is
recognized on the ex-dividend date or upon receipt of ex-
divident notification in the case of certain foreign securities.
Interest income, including level yield amortization of premium
and discount, is accrued daily.
Federal Taxes
The fund intends to comply with the requirements of the Internal
Revenue Code applicable to regulated investment companies and
also intends to distribute all of its taxable income to
shareholders. Therefore, no income tax provision is required. In
addition, on a calendar-year basis, the fund will distribute
substantially all of its net investment income and capital
gains, if any, to avoid payment of any federal excise tax.
Net investment income and net realized gains (losses) differ for
financial statement and tax purposes primarily because of the
recognition of certain foreign currency gains (losses) as
ordinary income (loss) for tax purposes, "market-to-market" of
certain foreign currency positions for tax purposes, and losses
deferred due to "wash sale" transactions. The character of
distributions made during the year form net investment income or
net realized gains may differ from their ultimate
characterization for federal income tax purposes. Also, due to
the timing of dividend distributions, the fiscal year in which
amounts are distributed may differ from the year that the income
or realized gains were recorded by the fund.
On the statements of assets and liabilities, as a result of
permanent book-to-tax differences, a reclassification adjustment
has been made to decrease accumulated net realized loss by
$235,489 and increase accumulated net investment loss by
$144,790 resulting in net decrease to additional paid-in-capital
of $90,699.
F-5
<PAGE>
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
Distributions to Shareholders
The fund will generally pay dividends to shareholders from net
investment income and realized capital gains, if any, on an
annual basis. These distributions are recorded as of the
close of business on the ex-dividend date. Shareholders may
elect to have distributions paid in cash or reinvested at net
asset value.
Organization Costs
Organization costs were incurred in connection with the start
up and initial registration of the fund. These costs are being
amortized over 60 months on a straight-line basis. If any or
all of the shares representing initial capital of the fund are
redeemed prior to the end of the amortization period, the
proceeds will be reduced by the unamortized organization cost
balance in the proportion as the number of shares redeemed
bears to the number of initial shares outstanding immediately
preceding the redemption.
Foreign Currency Translation and Transactions
Securities and other assets and liabilities denominated in
foreign currencies are translated into U.S. dollars at the
daily closing rate of exchange. Foreign currency amounts
related to the purchase or sale of securities and income and
expense are translated at the exchange rate on the transaction
date. The fund does not separately identify that portion of
realized and unrealized gain (loss) arising from changes in the
exchange rates from the portion arising from changes in the
market value of investments.
The fund may also enter into forward foreign currency exchange
contracts for transaction or position hedging purposes. The net
U.S. dollar value of foreign currency underlying all
contractual commitments held by the fund and the resulting
unrealized appreciation or depreciation, are determined using
foreign currency exchange rates from independent pricing
sources. The fund is subject to the credit risk that the
counterparty will not complete the obligations of the contract.
3 Investment Cost of purchases and proceeds from sales of securities, other
Security than temporary investments in short-term securities, for the
Transactions year ended June 30, 1995, were $42,528,018 and $41,984,644,
respectively.
For the year ended June 30, 1995, brokerage commissions paid
to affiliated broker-dealers amounted to $10,523 for the fund.
4 Capital Share Transactions in shares for the fund for the year ended
Transactions June 30, 1995 were as follows:
Sold 1,321,613
Redeemed (1,216,683)
-------------
Increase 104,930
=============
Transactions in shares for the fund for the period from
November 9, 1993 (commencement of operations),
to June 30, 1994, were as follows:
Sold 3,370,590
Redeemed (336,839)
-------------
Increase 3,033,751
=============
F-6
<PAGE>
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
5 Fees and The company was managed by Hercules International Management LLC
Expenses (the manager), a limited liability company organized under the
laws of Delaware on July 26, 1993. On July 18, 1995,
shareholders approved a change in the fund's investment manager
to Piper Capital Management Incorporated, a subsidiary of Piper
Jaffray Companies Inc. The fees paid by the fund to Piper
Capital Management Incorporated will be at the same rates as
those previously paid to Hercules International Management LLC
as described below. The fund paid the manager a fee for managing
its investment portfolio. Management fees were paid monthly at
an annual rate of 1.00% of average daily net assets.
The manager entered into a sub-advisory agreement with Bankers
Trust Company (the sub-adviser) pursuant to which the sub-
advisor, subject to supervision of the manager, is responsible
for certain investment functions, including researching and
developing an overall investment plan and making and
implementing investment decisions regarding assets of the fund.
For its services, the sub-adviser is paid by the manager over
the same time periods and calculated in the same manner as the
investment advisory fee of the fund, a fee equal to 0.50% of the
average daily net assets of the fund.
Piper Jaffray Inc. (the distributor), a wholly-owned subsidiary
of Piper Jaffray Companies Inc., and an affiliate of the
manager, serves as the distributor of the fund's shares. For its
services as distributor, which include distributing shares of
the fund and for sales-related expenses, the distributor is
entitled to reimbursement each month for its actual expenses
incurred in the distribution and promotion of the fund's shares
pursuant to a Rule 12b-1 Distribution Plan adopted by the fund.
Reimbursement to the distributor may not exceed 0.70% per annum
of the average daily net assets of the fund. For the year ended
June 30, 1995, Piper Jaffray Inc. voluntarily agreed to limit
the reimbursement fee to an annual rate of 0.50% of the average
daily net assets of the fund.
In addition to the fees above, the fund is responsible for
paying most other operating expenses, including directors'
fees, custodian fees, registration fees, printing of shareholder
reports, legal and audit services, organization costs, taxes,
interest and other miscellaneous expenses.
For the period ended June 30, 1995, the manager and distributor
have voluntarily limited total expenses on a per annum basis to
2.00% of average daily net assets of the fund.
6 Capital Loss For federal income tax purposes, the fund had a capital loss
Carryovers carryover of $10,463,620 at June 30, 1995. If these loss
carryovers are not offset by subsequent capital gains, they will
expire in 2002 and 2004. It is unlikely the board of directors
will authorize a distribution of any net realized capital gains
until the available capital loss carryovers have been offset or
expire.
7 Subsequent On June 18, 1996, shareholders of the fund approved a merger of
Event-Fund the fund into Emerging Markets Growth Fund, a newly formed, non-
Merger diversified series of Piper Global Funds Inc., an open-end
management investment company. The merger was effected June 21,
1996. Emerging Markets Growth Fund will carry forward historical
financial information of the fund for financial reporting
purposes. Piper Capital Management Incorporated is the
investment adviser and Edinburgh Fund Managers plc is the sub-
adviser of Emerging Markets Growth Fund.
F-7
<PAGE>
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
8 - Financial Per-share data for a share of capital stock outstanding
Highlights throughout each period and selected information for each
period are as follows:
<TABLE>
<CAPTION>
Year Period From
Ended 11/9/93* to
6/30/95 6/30/94
---------------------------------------------------------------
<S> <C> <C>
PER SHARE DATA
Net asset value, beginning of period ... 9.14 10.00
---------------------------------------------------------------
Operations:
Investment income - net **** .......... - 0.01
Net realized and unrealized losses .... (1.94) (0.87)
---------------------------------------------------------------
Total from operations .................. (1.94) (0.86)
---------------------------------------------------------------
Net asset value, end of period ......... 7.20 9.14
===============================================================
SELECTED INFORMATION
Total return*** (21.23%) (8.60%)
Net assets, end of period
(000's omitted) ....................... 22,624 27,750
Ratio of expenses to average daily
net assets***** 2.00% 2.00%**
Ratio of net investment income (loss) to
average daily net assets***** ......... (0.03%) 0.14%**
Portfolio turnover rate (excluding
short-term securities) ................ 161% 78%
</TABLE>
* Commencement of Operations
** Adjusted to an annual basis
*** Total return is based on the change in net asset value
during the period, assumes reinvestment of all
distributions and does not reflect the contingent
deferred sales charge applicable to shares purchased
after 6/19/95.
**** Based upon weighted average number of shares outstanding.
***** Various portfolio fees and expenses were voluntarily
waived or absorbed by the manager and distributor. Had
the funds paid all expenses the annualized ratios of
expenses and net investment (loss) to average daily net
assets would have been as follows:
<TABLE>
<CAPTION>
Year Period From
Ended 11/9/93* to
6/30/95 6/30/94
----------------------------
<S> <C> <C>
3.47%/(1.50%) 3.10%/(0.96%)
</TABLE>
F-8
<PAGE>
------------------------------------------------------------------
INVESTMENTS IN SECURITIES
------------------------------------------------------------------
Emerging Markets Growth Fund
June 30, 1995
<TABLE>
<CAPTION>
Number of Market
Name of Issuer Shares Value (a)
- -------------------------------------- ----------------- ---------------
<S> <C> <C>
(Percentages of each investment category relate to total net assets)
COMMON STOCKS (57.2%)
ARGENTINA (2.3%)
Yacimientos Petrolifernas Fiscales
Sociedad Anonima (YPF) ADR -
oil and gas.......................... 28,498 $ 537,900
----------
BRAZIL (11.7%)
Centrais Electricas Brasileiras
(Electrobras) - utilities............ 4,664,139 1,266,741
Energetica de Sao Paulo - utilities... 10,150,000(b) 330,798
Paulista de Forca e Luz (CPFL) -
utilities............................. 5,050,000 252,911
Siderurgica Nacional ADR - metal
products............................ 16,098 366,230
Telecomunicacoes Brasileiras (Telebras) -
telecommunications.................. 14,515,000 422,599
----------
2,639,279
----------
CHILE (6.5%)
Banco Osorno y La Union ADR -
banking and financial services...... 7,277 100,968
Chile Fund - closed-end country
fund................................. 12,257 658,814
Compania Chilena de Generacion
Electrica (Chilgener) ADR -
utilities........................... 17,650 558,181
Compania de Distribucion Electrica de
la V Region (Chilquinta) ADR -
utilities........................... 9,000 162,367
----------
1,480,330
----------
COLOMBIA (8.4%)
Carulla y Compania ADR - retailing.. 24,975 449,550
Cementos Paz del Rio 144A ADR -
building construction and materials 13,475(b,d) 227,391
Cementos Diamante 144A ADR -
construction and construction
materials.......................... 16,492(d) 478,268
Corporacion Financiera del Valle
(Corfivalle) ADR - diversified
industrials and conglomerates...... 10,351 174,673
La Gran Cadena de Almacenes
Colombianos (Cadenalco) ADR -
retailing.......................... 26,923(c) 568,748
----------
1,898,630
----------
MEXICO (15.8%)
Cemex Class B ADR - construction and
construction materials.............. 17,664 132,480
Grupo Carso Class A1 - diversified
holding company..................... 225,403(b) 1,230,617
Panamerican Beverages ADR Class A -
food and beverage................... 36,340 1,090,200
Telefonos de Mexico Class L ADR
(Telmex) - telecommunications....... 27,882 826,004
Telefonos de Mexico Class L (Telmex) -
telecommunications.................. 200,000 294,804
----------
3,574,105
----------
PERU (8.0%)
Cerveceria Backus y Johnson Brewery
Class T - brewers and distillers... 146,083 345,502
Banco de Credito del Peru - bank.... 288,558 506,015
Cementos Norte Pacasmayo Class T -
building construction and materials 66,485 191,921
Cerveceria San Juan Class C -
brewers and distillers............. 20,033 31,590
Enrique Ferreyros - industrial
machinery and manufacturing........ 114,216 160,231
Minsur Class T - mining............. 1 13
Telefonica del Peru Class B -
telecommunications................. 331,136 565,790
----------
1,801,062
----------
VENEZUELA (4.5%)
Ceramica Carabobo ADR Class B -
building construction and materials 155,520(c) 155,520
Corimon ADR - diversified industrials
and conglomerates.................. 23,182(b) 150,683
Mavesa 144A ADR - food and beverage 44,224(d) 153,674
Siderurgica Venezolana Sivensa ADR -
metal products..................... 213,000(c) 330,150
Sudamtex de Venezuela ADR - textiles 47,960 227,810
----------
1,017,837
----------
Total Common Stocks
(cost $13,571,661).................. 12,949,143
----------
PREFERRED STOCKS (33.2%)
BRAZIL
Aracruz Celulose ADR - forest
products and paper................. 54,597 641,516
Banco Bradesco - banking and
financial services................. 75,876,230 642,949
Banco Itau - bank................... 501,216 152,461
Centrais Eletricas Brasileiras
(Electrobras) Class B - utilities.. 600 165
Cervejaria Brahma - brewers and
distillers......................... 2,152,883 706,301
Companhia Energetica de Sao Paulo
(CESP) ADR - utilities............. 24,000(b) 273,120
Companhia Energetica de Sao Paulo
(CESP) - utilities................. 2,000,130(b) 79,093
Siderurgica Paulista (Cosipa) Class
PNB - metal products............... 373,574(b) 592,524
Lojas Renner - retailing............ 7,768,600 131,657
Mesbla - retailing.................. 1,300,000(b) 91,798
Refrigeracao Parana (Refripar) -
furniture/home appliance........... 220,180,000 428,161
Tecidos Norte de Minas (Coteminas) -
textiles........................... 699,844 220,483
Telecomunicacoes Brasileiras (Telebras)
ADR - telecommunications .......... 24,991 843,446
Telecommunicacoes Brasileiras (Telebras)
telecummunications................. 5,947,800 203,214
Telecomunicacoes de Sao Paulo
(Telesp) - telecommunications...... 4,947,340 615,394
Usinas Siderurgicas de Minas Gerais
(Usiminas) 144A ADR - metal products 13,000(d) 146,250
Usinas Siderurgicas de Minas Gerais
(Usiminas) - metal products........ 634,000,000 709,419
Vale do Rio Doce ADR - mining....... 17,758 681,849
</TABLE>
F-9
<PAGE>
----------------------------------------------------------------------
INVESTMENTS IN SECURITIES
----------------------------------------------------------------------
Emerging Markets Growth Fund
June 30, 1995 (Continued)
Number of
Shares
or Principal Market
Name of Issuer Amount Value(a)
- ------------------------------------ ------------- --------------
Vale do Rio Doce
Preferred - mining............. 2,224,110 $ 341,892
--------------
Total Preferred Stocks
(cost: $8,233,265)............. 7,501,692
--------------
OPTIONS (0.0%)
BRAZIL
Paulista de Forea e Luz, 1 call
option on 3,800,000 shares,
strike price of 70.
Expires October 31, 1995...... 3,800,000 5,905
--------------
Total Options
(cost: $0)................... 5,905
--------------
SHORT-TERM SECURITY (8.0%)
UNITED STATES
CIBC Time Deposit (U.S. dollar),
6.00%, due 7/03/95............ 1,802,508 1,802,508
--------------
Total Short-Term Security
(cost: $1,802,508)............ 1,802,508
--------------
Total Investments in Securities
(cost: $23,607,434)(e)........ $ 22,259,248
==============
Notes to Investments in Securities:
(a) Securities are valued by procedures described in note 2 to the financial
statements.
(b) Currently non-income producing.
(c) Security deemed to be illiquid by the manager. Investments in illiquid
securities represent 4.66% of net assets at June 30,1995.
(d) Represents security sold under Rule 144A and is exempt from registration
under the Securities Act of 1933, as amended. This security has been
determined to be liquid under guidelines established by the board of
directors.
(e) At June 30, 1995, the cost of securities for federal income tax purposes was
$24,111,695. The aggregate gross unrealized appreciation and depreciation of
investments in securities based on this cost were as follows:
Gross unrealized appreciation............. $ 1,787,183
Gross unrealized depreciation............. (3,639,630)
-----------
Net unrealized depreciation............. $(1,852,447)
===========
F-10
<PAGE>
- --------------------------------------------------------------------------------
FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
Emerging Markets Growth Fund *
Statement of Assets and Liabilities
December 31, 1995 (Unaudited)
<TABLE>
ASSETS:
<S> <C>
Investments in securities, at market value** (note 2) $ 17,414,100
Cash in bank on demand deposit 2,924
Foreign cash in bank on demand deposit 7,516
Receivable for fund shares sold 6,100
Organization costs (note 2) 55,096
Dividends and accrued interest receivable 79,081
------------
Total assets 17,564,817
------------
LIABILITIES:
Payable for investment securities purchased 173,233
Payable for fund shares redeemed 224,056
Accrued distribution fee 7,064
Accrued investment management fee 14,819
Accrued expenses and other liabilities 5,894
------------
Total liabilities 425,066
------------
Net assets applicable to outstanding capital stock $ 17,139,751
============
REPRESENTED BY:
Capital stock - authorized 10 billion shares of $.01 par value:
2,420,697 shares outstanding $ 24,207
Additional paid-in capital 30,139,150
Accumulated net investment loss (note 2) (130,896)
Accumulated net realized loss on investments and foreign
currency transactions (11,328,016)
Unrealized depreciation of investments and on translation
of other assets and liabilities in foreign currencies (1,564,694)
------------
Total - representing net assets applicable to outstanding
capital stock $ 17,139,751
============
Net asset value per share of outstanding capital stock $ 7.08
============
**Investments in securities, at identified cost $ 18,977,646
============
</TABLE>
* Formerly the Hercules Latin American Value Fund. See note 7 to
financial statements.
See accompanying Notes to Financial Statements.
F-11
<PAGE>
- --------------------------------------------------------------------------------
FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
Emerging Markets Growth Fund*
Statement of Operations
For the Six Months Ended December 31, 1995 (Unaudited)
<TABLE>
<CAPTION>
INCOME:
<S> <C>
Dividends (net of foreign withholding taxes of $8,624) $ 126,788
Interest 105,188
---------------
Total investment income 231,976
---------------
EXPENSES (NOTE 5):
Investment management fee 104,624
Distribution fee 52,312
Custodian, accounting and transfer agent fees 110,977
Audit and legal fees 24,522
Amortization of organization costs 8,996
Directors' fees 1,879
Reports to shareholders 10,268
Registration fees 15,500
Other expenses 11,848
---------------
Total expenses 340,926
Less expenses waived or absorbed by manager (110,754)
Less expenses waived or absorbed by distributor (20,924)
---------------
Net expenses 209,248
---------------
Investment income - net 22,728
---------------
REALIZED AND UNREALIZED LOSSES
ON INVESTMENTS AND FOREIGN CURRENCY:
Net realized loss on investments (note 3) (121,399)
Net realized loss on foreign currency transactions (58,735)
---------------
Net realized loss on investments and foreign
currency transactions (180,134)
---------------
Net change in unrealized appreciation or depreciation
of investments and on translation of assets and
liabilities in foreign currencies (215,644)
---------------
Net loss on investments and foreign currency (395,778)
---------------
Net decrease in net assets resulting from operations $ (373,050)
===============
</TABLE>
*Formerly the Hercules Latin American Value Fund. See note 7 to the financial
statements.
See accompanying Notes to Financial Statements.
F-12
<PAGE>
- -------------------------------------------------------------------------------
FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
Emerging Markets Growth Fund*
Statements of Changes in Net Assets
<TABLE>
<CAPTION>
Six Months
Ended For the Year
12/31/95 Ended
(Unaudited) 6/30/95
--------------- ---------------
<S> <C> <C>
OPERATIONS:
Investment income (loss) - net $ 22,728 $ (8,834)
Net realized loss on investments
and foreign currency transactions (180,134) (9,024,392)
Net change in unrealized appreciation
or depreciation of investments and on
translation of other assets and
liabilities in foreign currencies (215,644) 2,849,640
--------------- ---------------
Net decrease in net assets resulting
from operations (373,050) (6,183,586)
--------------- ---------------
CAPITAL SHARE TRANSACTIONS (NOTE 4):
Proceeds from shares sold 2,497,358 11,516,745
Payments for shares redeemed (7,608,589) (10,459,488)
--------------- ---------------
Increase (decrease) in net assets
from capital share transactions (5,111,231) 1,057,257
--------------- ---------------
Total decrease in net assets (5,484,281) (5,126,329)
--------------- ---------------
Net assets at beginning of period 22,624,032 27,750,361
--------------- ---------------
Net assets at end of period $ 17,139,751 $ 22,624,032
=============== ===============
Accumulated net investment loss $ (130,896) $ (153,624)
=============== ===============
</TABLE>
*Formerly the Hercules Latin American Value Fund. See note 7 to the financial
statements
See accompanying Notes to Financial Statements.
F-13
<PAGE>
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
- --------------------------------------------------------------------------------
1 Organization These financial statements present financial information of
Hercules Latin American Value Fund (the fund), previously a
series of Hercules Fund Inc. As discussed in footnote 7,
effective June 21, 1996, the assets of the fund were acquired by
Emerging Markets Growth Fund, a newly-formed, non-diversified
series of Piper Global Funds Inc. For financial reporting
purposes, Emerging Markets Growth Fund will carry forward
historical financial information of the fund.
Piper Global Funds Inc. is registered under the Investment
Company Act of 1940 (as amended), as an open-end management
investment company. The Pacific-European Growth Fund is the only
other series of Piper Global Funds Inc. currently outstanding.
The company's articles of incorporation permit the board of
directors to create additional funds in the future.
2 Summary of Significant accounting policies of the fund are as follows:
Significant
Accounting Investments in Securities
Policies Securities traded on U.S. or foreign securities exchanges or
included in a national market system are valued at the last
quoted sales price; securities for which there were no sales
reported are valued at the mean between the bid and ask prices;
exchange listed options are valued at the last sales price and
futures contracts are valued at the last settlement price; bonds
and other securities for which market quotations are not readily
available are valued at fair value according to methods selected
in good faith by the board of directors. Securities with
maturities of 60 days or less when acquired or subsequently
within 60 days of maturity are valued at amortized cost, which
approximates market value.
Securities transactions are accounted for on the date the
securities are purchased or sold. Realized gains and losses are
calculated on an identified cost basis. Dividend income is
recognized on the ex-dividend date or upon receipt of ex-
dividend notification in the case of certain foreign securities.
Interest income, including level yield amortization of premium
and discount, is accrued daily.
Federal Taxes
The fund intends to comply with the requirements of the Internal
Revenue Code applicable to regulated investment companies and
also intends to distribute all of its taxable income to
shareholders. Therefore, no income tax provision is required. In
addition, on a calendar-year basis, the fund will distribute
substantially all of its net investment income and capital
gains, if any, to avoid payment of any federal excise tax.
Net investment income and net realized gains (losses) differ for
financial statement and tax purposes primarily because of the
recognition of certain foreign currency gains (losses) as
ordinary income (loss) for tax purposes, "market-to-market" of
certain foreign currency positions for tax purposes, and losses
deferred due to "wash sale" transactions. The character of
distributions made during the year from net investment income or
net realized gains may differ from their ultimate
characterization for federal income tax purposes. Also, due to
the timing of dividend distributions, the fiscal year in which
amounts are distributed may differ from the year that the income
or realized gains were recorded by the fund.
F-14
<PAGE>
- -------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
- -------------------------------------------------------------------------------
Distributions to Shareholders
The fund will generally pay dividends to shareholders from net
investment income and realized capital gains, if any, on an
annual basis. These distributions are recorded as of the close
of business on the ex-dividend date. Shareholders may elect to
have distributions paid in cash or reinvested at net asset
value.
Organization Costs
Organization costs were incurred in connection with the start
up and initial registration of the fund. These costs are being
amortized over 60 months on a straight-line basis. If any or
all of the shares representing initial capital of the fund are
redeemed prior to the end of the amortization period, the
proceeds will be reduced by the unamortized organization cost
balance in the proportion as the number of shares redeemed
bears to the number of initial shares outstanding immediately
preceding the redemption.
Foreign Currency Translation and Transactions
Securities and other assets and liabilities denominated in
foreign currencies are translated into U.S. dollars at the
daily closing rate of exchange. Foreign currency amounts
related to the purchase or sale of securities and income and
expense are translated at the exchange rate on the transaction
date. The fund does not separately identify that portion of
realized and unrealized gain (loss) arising from changes in the
exchange rates from the portion arising from changes in the
market value of investments.
The fund may also enter into forward foreign currency exchange
contracts for transaction or position hedging purposes. The net
U.S. dollar value of foreign currency underlying all
contractual commitments held by the fund and the resulting
unrealized appreciation or depreciation, are determined using
foreign currency exchange rates from independent pricing
sources. The fund is subject to the credit risk that the
counterparty will not complete the obligations of the contract.
3 Investment Cost of purchases and proceeds from sales of securities, other
Security than temporary investments in short-term securities, for the
Transactions six smonths ended December 31, 1995, were $11,733,661 and
$15,031,432, respectively.
For the six months ended December 31, 1995, brokerage
commissions paid to affiliated broker-dealers amounted to
$1,458 for the fund.
4 Capital Share Transactions in shares for the fund for the six months ended
Transactions December 31, 1995 were as follows:
Sold 351,718
Redeemed (1,071,368)
---------------
Increase (719,650)
===============
Transactions in shares for the fund for the year ended June 30,
1995 were as follows:
Sold 1,321,613
Redeemed (1,216,683)
---------------
Increase 104,930
===============
F-15
<PAGE>
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
- --------------------------------------------------------------------------------
5 Fees and The company was managed by Hercules International Management LLC
Expenses (the manager), a limited liability company organized under the
laws of Delaware on July 26, 1993. On July 18, 1995,
shareholders approved a change in the fund's investment manager
to Piper Capital Management Incorporated, a subsidiary of Piper
Jaffray Companies Inc. The fees paid by the fund to Piper
Capital Management Incorporated will be a the same rates as
those previously paid to Hercules International Management LLC
as described below. The fund paid the manager a fee for managing
its investment portfolio. Management fees were paid monthly at
an annual rate of 1.00% of average daily net assets.
The manager entered into a sub-advisory agreement with Bankers
Trust Company (the sub-adviser) pursuant to which the sub-
adviser, subject to supervision of the manager, is responsible
for certain investment functions, including researching and
developing an overall investment plan and making an implementing
investment decisions regarding assets of the fund. For its
services, the sub-adviser is paid by the manager over the same
time periods and calculated in the same manner as the investment
advisory fee of the fund, a fee equal to 0.50% of the average
daily net assets of the fund.
Piper Jaffray Inc. (the distributor), a wholly-owned subsidiary
of Piper Jaffray Companies Inc. and an affiliate of the manager,
serves as the distributor of the fund's shares. For its services
as distributor, which include distributing shares of the fund
and for sales-related expenses, the distributor is entitled to
reimbursement each month for its actual expenses incurred in the
distribution and promotion of the fund's shares pursuant to a
Rule 12b-1 Distribution Plan adopted by the fund. Reimbursement
to the distributor may not exceed 0.70% per annum of the average
daily net assets of the fund. For the year ended June 30, 1995,
Piper Jaffray Inc. voluntarily agreed to limit the reimbursement
fee to an annual rate of 0.50% of the average daily net assets
of the fund.
In addition to the fees above, the fund is responsible for
paying most other operating expenses, including directors' fees,
custodian fees, registration fees, printing of shareholder
reports, legal and audit services, organization costs, taxes,
interest and other miscellaneous expenses.
For the period ended June 30, 1996, the manager and distributor
have voluntarily limited total expenses on a per annum basis to
2.00% of average daily net assets of the fund.
6 Capital Loss For federal income tax purposes, the fund had a capital loss
Carryovers carryover of $10,643,620 at June 30, 1995. If these loss
carryovers are not offset by subsequent capital gains, they will
expire in 2002 through 2004. It is unlikely the board of
directors will authorize a distribution of any net realized
capital gains until the available capital loss carryovers have
been offset or expire.
7 Subsequent On June 18, 1996, shareholders of the fund approved a merger of
Event-Fund the fund into Emerging Markets Growth Fund, a newly formed, non-
Merger diversified series of Piper Global Funds Inc., an open-end
management investment company. The merger was effected June 21,
1996. Emerging Markets Growth Fund will carry forward historical
financial information of the fund for financial reporting
purposes. Piper Capital Management Incorporated is the
investment adviser and Edinburgh Fund Managers pic is the sub-
adviser of Emerging Markets Growth Fund.
F-16
<PAGE>
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
8 Financial Per-share data for a share of capital stock outstanding
Highlights throughout each period and selected information for each period
are as follows:
<TABLE>
<CAPTION>
Six Months
Ended Year Period From
12/31/95 Ended 11/9/93* to
(Unaudited) 6/30/95 6/30/94
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
PER SHARE DATA
Net asset value, begining of period 7.20 9.14 10.00
- ------------------------------------------------------------------------------------------------------------------------------
Operations:
Investment income-net**** 0.01 - 0.01
Net realized and unrealized losses (0.13) (1.94) (0.87)
- ------------------------------------------------------------------------------------------------------------------------------
Total from operations (0.12) (1.94) (0.86)
- ------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period 7.08 7.20 9.14
==============================================================================================================================
SELECTED INFORMATION
Total return*** (1.67%) (21.23%) (8.60%)
Net assets, end of period (000s omitted) 17,140 22,624 27,750
Ratio of expenses to average daily net assets***** 2.00%** 2.00% 2.00%**
Ratio of net investment income (loss) to average
daily net assets***** 0.22%** (0.03%) 0.14%**
Portfolio turnover rate (excluding short-term
securities) 60% 161% 78%
</TABLE>
* Commencement of Operations
** Adjusted to an annual basis
*** Total return is based on the change in net asset value
during the period, assumes reinvestment of all
distributions and does not reflect the contingent
deferred sales charge applicable to shares purchased
after 6/19/95.
**** Based upon weighted average number of shares outstanding.
***** Various portfolio fees and expenses were voluntarily
waived or absorbed by the manager and distributor. Had
the funds paid all expenses the annualized ratios of
expenses and net investment (loss) to average daily net
assets would have been as follows:
Six Months
Ended Year Period From
12/31/95 Ended 11/9/93* to
(Unaudited) 6/30/95 6/30/94
---------------------------------------------------------
3.27%(1.05%) 3.47%(1.50%) 3.10%(0.96%)
F-17
<PAGE>
- --------------------------------------------------------------------------------
INVESTMENTS IN SECURITIES
- --------------------------------------------------------------------------------
Emerging Markets Growth Fund
December 31, 1995 (Unaudited)
<TABLE>
<CAPTION>
Number of Market
Name of Issuer Shares Value (a)
- -------------------------------------------- -------------- -----------
(Percentages of each investment category relate to total net assets)
<S> <C> <C>
COMMON STOCKS (74.3%):
ARGENTINA (11.8%)
Banco del Sud Class B - banking and
financial services ..................... 19,500(b) $ 144,278
Banco Frances del Rio de la Plata ADR -
banking and financial services ......... 16,578 445,534
Interamericana de Automo (Ciadea) -
automobile ............................. 57,693(b) 295,921
Inversiones y Representaciones (IRSA) -
real estate ............................ 12,600 321,300
Juan Minetti - construction and
construction materials ................. 53,205 178,210
Migor 144A ADR - automobile ............. 65,116(b)(d) 154,651
Telefonica de Argentina - ADR -
utilities .............................. 17,817 485,513
-----------
2,025,407
-----------
BRAZIL (7.5%)
Centrais Eletricas Brasileiras
(Electrobras) - utilities .............. 1,305,458 353,244
Lojas Americanas - retail ............... 17,054,667 371,993
Siderurgica Nacional - metal products ... 2,500,000 51,443
Siderurgica Nacional ADR - metal
products ............................... 17,917 367,299
Telecomunicacoes Brasileiras (Telebras) -
telecommunications ..................... 3,415,000 132,110
-----------
1,276,089
-----------
CHILE (15.2%)
Banco Osorno y La Union ADR - banking
and financial services ................. 10,987 152,445
Chile Fund - closed-end fund ............. 22,841 593,866
Chilgener ADR - utilities ............... 24,928 623,200
Compania de Telefone Chile ADR -
broadcast, radio and TV ................ 10,291 852,867
Empresa Nacional Elec - ADR -
utilities .............................. 16,933 385,226
-----------
2,607,604
-----------
COLUMBIA (5.2%)
Carulla 144A ADR - retail ................... 29,970(d) 202,298
Cemetos Diamante 144A ADR -
construction and construction
materials .............................. 20,492(d) 373,979
La Gran Cadena de Almacenes
Colombianos (Cadenalco) 144A ADR -
retail ................................. 26,923(d) 316,345
-----------
892,622
-----------
MEXICO (22.6%)
Cemex - construction and construction
materials .............................. 108,300 388,643
Empresas ICA Sociedad Controladora -
engineering ............................ 17,200 176,300
Gruma Class B - food and beverage ....... 139,932(b) 394,098
Grupo Carso Class A1 - diversified
holding company ........................ 69,779(b) 372,215
Grupo Elektra GDR - retail .............. 24,300 212,625
Grupo Financiero Bancomer Class B -
banking and financial services ......... 1,275,300(b) 359,170
Grupo Financiero Banorte Class B -
financial services ..................... 381,600(b) 349,656
Grupo Modelo Class C (Gmodelo) - food
and beverage ........................... 96,475 449,507
Grupo Televisa GDR - communications ..... 18,500 416,250
Panamerican Beverages ADR Class A -
food and beverage ...................... 13,840 442,880
</TABLE>
<TABLE>
<CAPTION>
Number of Market
Name of Issuer Shares Value (a)
- -------------------------------------------- -------------- -----------
<S> <C> <C>
Telefonos de Mexico Class L (Telmex) -
telecommunications ..................... 200,000 $ 319,273
-----------
3,880,617
-----------
PERU (5.7%)
Cementos Norte Pacasmayo Class T -
construction and construction
materials .............................. 76,421 138,977
Credicorp Limited - banking and financial
services ............................... 16,166(b) 275,630
Fabril Pacifico - insurance ............. 180,000(b)(c) 201,082
Minsur Class T - mining ................. 3 21
Telefonica del Peru Class B -
telecommunications ..................... 169,400 363,079
-----------
978,789
-----------
VENEZUELA (6.3%)
Ceramica Carabobo ADR Class B -
construction and construction
materials .............................. 155,520 171,072
Corimon ADR - diversified industrials and
conglomerates .......................... 23,182(b) 86,933
Mavesa 144A ADR - food and beverage ..... 44,224(d) 171,368
Siderurgica Venezolana Sivensa ADR -
metal products ......................... 228,000 428,640
Sudamtex de Venezuela ADR - textiles .... 47,960 221,815
-----------
1,079,828
-----------
Total Common Stocks
(cost: $13,126,309) .................... 12,740,956
-----------
PREFERRED STOCKS (23.8%):
BRAZIL (22.0%)
Banco Bradesco - banking and financial
services ............................... 41,795,427 365,514
Banco Itau - banking and financial
services ............................... 1,501,216 418,570
Brasmotor - consumer goods .............. 1,988,763 394,908
Centrais Eletricas Brasileiras
(Electrobras) Class B - utilities ...... 600 162
Cervejaria Brahma - brewer and
distiller .............................. 730,430 300,611
Cosipa Class PNB - metal products ....... 218,885(b) 290,510
Iochpe Maxion - automobile and
automobile parts ....................... 1,564,791 170,655
Lojas Americanas - retail ............... 5,439,181(b) 127,592
Lojas Renner - retail ................... 7,768,600 207,813
Mesbla - retail ......................... 1,300,000(b) 16,050
Refrigeracao Parana (Refripar) - consumer
goods .................................. 235,182,000 469,420
Tecidos Norte de Minas (Coteminas) -
textiles ............................... 699,844 234,013
Telecomunicacoes Brasilerias (Telebras) -
telecommunications ..................... 3,547,800 170,829
Usinas Siderurgica de Minas Gerais
(Usiminas) 144A ADR - metal products ... 13,000(d) 105,625
Usinas Siderurgica de Minas Gerais
(Usiminas) - metal products ............ 423,731,474 344,409
Vale do Rio Doce - mining ............... 918,600 151,218
-----------
3,767,899
-----------
COLUMBIA (1.8%)
Banco Indl Colombiano ADR - banking
and financial services ................. 19,000 311,125
-----------
Total Preferred Stocks
(cost: $5,257,694) ..................... 4,079,024
-----------
</TABLE>
F-18
<PAGE>
----------------------------------------------------------------------
INVESTMENTS IN SECURITIES
----------------------------------------------------------------------
Emerging Markets Growth Fund
December 31, 1995 (Unaudited)(Continued)
Number of
Shares or
Principal Market
Name of Issuer Amount Value (a)
- ------------------------------ ----------- -------------
RIGHTS (.0%):
BRAZIL (.0%)
Banco Bradesco Rights..... 977,261(b) $ 0
-----------
Total Rights..............
(cost: $0) 0
-----------
SHORT-TERM SECURITIES (3.5%):
UNITED STATES (3.5%)
U.S. Treasury Bill, 5.3%,
due 3/14/96............. $600,000 594,120
-----------
Total Short-Term Securities
(cost: $593,643)........ 594,120
-----------
Total Investments in Securities
(cost: $18,977,646)(e).. $17,414,100
===========
Notes to Investments in Securitites:
(a) Securities are valued by procedures described in note 2 to the financial
statements.
(b) Presently non-income producing.
(c) Security deemed to be illiquid by the manager. Investments in illiquid
securities represent 1.17% of net assets at December 31, 1995.
(d) Represents security sold under Rule 144A and is exempt from registration
under the Securities Act of 1933, as amended. This security has been
determined to be liquid under guidelines established by the board of
directors.
(e) Also approximates cost for federal income tax purposes. The aggregate gross
unrealized appreciation and depreciation of investments in securities based on
this cost were as follows:
Gross unrealized appreciation................... $ 1,247,924
Gross unrealized depreciation................... (2,811,470)
-----------
Net unrealized depreciation..................... $(1,563,546)
===========
<PAGE>
APPENDIX A
CORPORATE BOND, PREFERRED STOCK AND
COMMERCIAL PAPER RATINGS
Commercial Paper Ratings
- ------------------------
Standard & Poor's Ratings Services. Commercial paper ratings are
----------------------------------
graded into four categories, ranging from "A" for the highest quality
obligations to "D" for the lowest. Issues assigned the A rating are regarded as
having the greatest capacity for timely payment. Issues in this category are
further refined with designation 1, 2 and 3 to indicate the relative degree of
safety. The "A-1" designation indicates that the degree of safety regarding
timely payment is very strong. Those issues determined to possess overwhelming
safety characteristics will be denoted with a plus sign designation.
Moody's Investors Service, Inc. Moody s commercial paper ratings are
------------------------------
opinions of the ability of the issuers to repay punctually promissory
obligations not having an original maturity in excess of nine months. Moody s
makes no representation that such obligations are exempt from registration under
the Securities Act of 1933, nor does it represent that any specific note is a
valid obligation of a rated issuer or issued in conformity with any applicable
law. Moody s employs the following three designations, all judged to be
investment grade, to indicate the relative repayment capacity of rated issuers:
Prime-1 Superior capacity for repayment of short-term promissory
obligations
Prime-2 Strong capacity for repayment of short-term promissory
obligations
Prime-3 Acceptable capacity for repayment of short-term promissory
obligations
Corporate Bond Ratings
- ----------------------
Standard & Poor's Ratings Services. Standard & Poor's ratings for
----------------------------------
corporate bonds have the following definitions:
Debt rated "AAA" has the highest rating assigned by Standard & Poor s.
Capacity to pay interest and repay principal is extremely strong.
Debt rated "AA" has a very strong capacity to pay interest and repay
principal and differs from the higher rated issues only in a small degree.
Dept rated "A" has a strong capacity to pay interest and repay
principal, although it is somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than debt in higher rated
categories.
A-1
<PAGE>
Debt rated "BBB" is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher rated categories.
Moody's Investors Service, Inc. Moody's ratings for corporate bonds
------------------------------
include the following:
Bonds which are rated "Aaa" are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt edge." Interest payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most unlikely to impair
the fundamentally strong position of such issues.
Bonds which are rated "Aa" are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known as
high grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long-term risk appear somewhat larger than in Aaa securities.
Bonds which are rated "A" possess many favorable attributes and are to
be considered as upper medium grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment sometime in the future.
Bonds which are rated "Baa" are considered as medium grade
obligations, i.e., they are neither highly protected nor poorly secured.
Interest payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically
unreliable over any great length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well.
Preferred Stock Rating
- ----------------------
Standard & Poor's Ratings Services. Standard & Poor's ratings for
----------------------------------
preferred stock have the following definitions:
An issue rated "AAA" has the highest rating that may be assigned by
Standard & Poor s to a preferred stock issue and indicates an extremely strong
capacity to pay the preferred stock obligations.
A preferred stock issue rated "AA" also qualifies as a high-quality
fixed income security. The capacity to pay preferred stock obligations is very
strong, although not as overwhelming as for issues rated "AAA."
A-2
<PAGE>
An issue rated "A" is backed by a sound capacity to pay the preferred
stock obligations, although it is somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions .
An issue rated "BBB" is regarded as backed by an adequate capacity to
pay the preferred stock obligations. Whereas it normally exhibits adequate
protection parameters, adverse economic conditions or changing circumstances are
more likely to lead to a weakened capacity to make payments for a preferred
stock in this category than for issues in the "A" category.
Moody's Investors Service, Inc. Moody's ratings for preferred stock
------------------------------
include the following:
An issue which is rated "aaa" is considered to be a top-quality
preferred stock. This rating indicates good asset protection and the least risk
of dividend impairment within the universe of preferred stocks.
An issue which is rated "aa" is considered a high grade preferred
stock. This rating indicates that there is reasonable assurance that earnings
and asset protection will remain relatively well maintained in the foreseeable
future.
An issue which is rate "a" is considered to be an upper medium grade
preferred stock. While risks are judged to be somewhat greater than in the "aaa"
and "aa" classifications, earnings and asset protection are, nevertheless,
expected to be maintained at adequate levels.
An issue which is rated "baa" is considered to be medium
grade, neither highly protected nor poorly secured. Earnings and asset
protection appear adequate at present but may be questionable over any great
length of time.
A-3
<PAGE>
APPENDIX B
GENERAL CHARACTERISTICS AND RISKS
OF OPTIONS AND FUTURES
Options on Securities
The Funds may write covered put and call options and purchase put and
call options on the securities in which it may invest that are traded on U.S.
and foreign securities exchanges and in over-the-counter markets.
The writer of an option may have no control over when the underlying
securities must be sold, in the case of a call option, or purchased, in the case
of a put option; the writer may be assigned an exercise notice at any time prior
to the termination of the obligation. Whether or not an option expires
unexercised, the writer retains the amount of the premium. This amount, of
course, may, in the case of a covered call option, be offset by a decline in the
market value of the underlying security during the option period. If a call
option is exercised, the writer experiences a profit or loss from the sale of
the underlying security. If a put option is exercised, the writer must fulfill
the obligation to purchase the underlying security at the exercise price which
will usually exceed the then market value of the underlying security.
The writer of an option that wishes to terminate its obligation may
effect a "closing purchase transaction." This is accomplished by buying an
option of the same series as the option previously written. The effect of the
purchase is that the writer s position will be canceled by the clearing
corporation. However, a writer may not effect a closing purchase transaction
after being notified of the exercise of an option. Likewise, an investor who is
the holder of an option may liquidate its position by effecting a "closing sale
transaction." This is accomplished by selling an option of the same series as
the option previously purchased. There is no guarantee that either a closing
purchase or a closing sale transaction can be effected.
Effecting a closing transaction in the case of a written call option
will permit a Fund to write another call option on the underlying security with
either a different exercise price or expiration date or both, or in the case of
a written put option will permit a Fund to write another put option to the
extent that the exercise price thereof is secured by deposited cash or short-
term securities. Also, effecting a closing transaction will permit the cash or
proceeds from the concurrent sale of any securities subject to the option to be
used for other Fund investments. If a Fund desires to sell a particular security
from its portfolio on which it has written a call option, it will effect a
closing transaction prior to or concurrent with the sale of the security.
A Fund will realize a profit from a closing transaction if the price of
the transaction is less than the premium received from writing the option or is
more than the premium paid to purchase the option; a Fund will realize a loss
from a closing transaction if the price of the transaction is more than the
premium received from writing the option or is less than the premium paid to
purchase the option.
B-1
<PAGE>
Because increases in the market price of a call option will generally reflect
increases in the market price of the underlying security, any loss resulting
from the repurchase of a call option is likely to be offset in whole or in part
by appreciation of the underlying security owned by a Fund.
An option position may be closed out only where there exists a
secondary market for an option of the same series. If a secondary market does
not exist, it might not be possible to effect closing transactions in particular
options with the result that a Fund would have to exercise the options in order
to realize any profit. If a Fund is unable to effect a closing purchase
transaction in a secondary market, it will not be able to sell the underlying
security until the option expires or it delivers the underlying security upon
exercise. Reasons for the absence of a liquid secondary market include the
following: (i) there may be insufficient trading interest in certain options,
(ii) restrictions may be imposed by a national securities exchange ("Exchange")
on opening transactions or closing transactions or both, (iii) trading halts,
suspensions or other restrictions may be imposed with respect to particular
classes or series of options or underlying securities, (iv) unusual or
unforeseen circumstances may interrupt normal operations on an Exchange, (v) the
facilities of an Exchange or the Options Clearing Corporation may not at all
times be adequate to handle current trading volume, or (vi) one or more
Exchanges could, for economic or other reasons, decide or be compelled at some
future date to discontinue the trading of options (or a particular class or
series of options), in which event the secondary market on that Exchange (or in
that class or series of options) would cease to exist, although outstanding
options on that Exchange that had been issued by the Options Clearing
Corporation as a result of trades on that Exchange would continue to be
exercisable in accordance with their terms.
The Funds may purchase put options to hedge against a decline in the
value of its portfolio. By using put options in this way, a Fund will reduce any
profit it might otherwise have realized in the underlying security by the amount
of the premium paid for the put option and by transaction costs.
The Funds may purchase call options to hedge against an increase in the
price of securities that the Fund anticipates purchasing in the future. The
premium paid for the call option plus any transaction costs will reduce the
benefit, if any, realized by a Fund upon exercise of the option, and, unless the
price of the underlying security rises sufficiently, the option may expire
worthless to the Fund.
Futures Contracts
The Funds may, for hedging purposes, enter into contracts for the
purchase or sale for future delivery of securities or foreign currencies, or
contracts based on securities or financial indices including any index of the
types of securities in which the Fund may invest. U.S. futures contracts have
been designed by exchanges which have been designated "contracts markets" by the
Commodity Futures Trading Commission and must be executed through a futures
commission merchant, or brokerage firm, which is a member of the relevant
contract market. Futures contracts trade on a number of exchange markets, and,
through their clearing
B-2
<PAGE>
corporations, the exchanges guarantee performance of the contracts as between
the clearing members of the exchange.
At the same time a futures contract is purchased or sold, a Fund must
allocate cash or securities as a deposit payment ("initial deposit"). It is
expected that the initial deposit would be approximately 1-1/2% to 5% of a
contract s face value. Daily thereafter, the futures contract is valued and the
payment of "variation margin" may be required, since each day a Fund would
provide or receive cash that reflects any decline or increase in the contract s
value.
At the time of delivery of securities pursuant to such a contract,
adjustments are made to recognize differences in value arising from the delivery
of securities with a different interest rate from that specified in the
contract. In some (but not many) cases, securities called for by a futures
contract may not have been issued when the contract was written.
Although futures contracts by their terms call for the actual delivery
or acquisition of securities, in most cases the contractual obligation is
fulfilled before the date of the contract without having to make or take
delivery of the securities. The offsetting of a contractual obligation is
accomplished by buying (or selling, as the case may be) on a commodities
exchange an identical futures contract calling for delivery in the same month.
Such a transaction, which is effected through a member of an exchange, cancels
the obligation to make or take delivery of the securities. Since all
transactions in the futures market are made, offset or fulfilled through a
clearing house associated with the exchange on which the contracts are traded, a
Fund will incur brokerage fees when it purchases or sells futures contracts.
The ordinary spreads between prices in the cash and futures markets,
due to differences in the nature of those markets, are subject to distortions.
First, all participants in the futures market are subject to initial deposit and
variation margin requirements. Rather than meeting additional variation margin
requirements, investors may close futures contracts through offsetting
transactions which could distort the normal relationship between the cash and
futures markets. Second, the liquidity of the futures market depends on
participants entering into offsetting transactions rather than making or taking
delivery. To the extent participants decide to make or take delivery, liquidity
in the futures market could be reduced, thus producing distortion. Third, from
the point of view of speculators, the margin deposit requirements in the futures
market are less onerous than margin requirements in the securities market.
Therefore, increased participation by speculators in the futures market may
cause temporary price distortions. Due to the possibility of distortion, a
correct forecast of general interest rate trends by Management may still not
result in a successful transaction.
In addition, futures contracts entail risks. Although Management will
only enter into futures contracts if it believes that use of such contracts will
benefit a Fund, if Management s investment judgment about the general direction
of securities prices is incorrect, a Fund s overall performance would be poorer
than if it had not entered into any such contract. For example, if a Fund has
hedged against
B-3
<PAGE>
the possibility of a decrease in securities prices which would adversely affect
the price of securities held in its portfolio and securities prices increase
instead, a Fund will lose part or all of the benefit of the increased value of
its securities which it has hedged because it will have offsetting losses in its
futures positions. In addition, in such situations, if a Fund has insufficient
cash, it may have to sell securities from its portfolio to meet daily variation
margin requirements. Such sales of securities may be, but will not necessarily
be, at increased prices which reflect the rising market. A Fund may have to sell
securities at a time when it may be disadvantageous to do so.
Options on Futures Contracts
The Funds may purchase and write options on futures contracts for
hedging purposes. The purchase of a call option on a futures contract is similar
in some respects to the purchase of a call option on an individual security.
Depending on the pricing of the option compared to either the price of the
futures contract upon which it is based or the price of the underlying debt
securities, it may or may not be less risky than ownership of the futures
contract or underlying debt securities. As with the purchase of futures
contracts, when a Fund is not fully invested it may purchase a call option on a
futures contract to hedge against an anticipated increase in securities prices.
The writing of a call option on a futures contract constitutes a
partial hedge against declining prices of the security which is deliverable upon
exercise of the futures contract. If the futures price at expiration of the
option is below the exercise price, a Fund will retain the full amount of the
option premium which provides a partial hedge against any decline that may have
occurred in the Fund s portfolio holdings. The writing of a put option on a
futures contract constitutes a partial hedge against increasing prices of the
security which is deliverable upon exercise of the futures contract. If the
futures price at expiration of the option is higher than the exercise price, a
Fund will retain the full amount of the option premium which provides a partial
hedge against any increase in the price of securities which the Fund intends to
purchase. If a put or call option a Fund has written is exercised, the Fund will
incur a loss which will be reduced by the amount of the premium it receives.
Depending on the degree of correlation between changes in the value of its
portfolio securities and changes in the value of its futures positions, a Fund s
losses from existing options may to some extent be reduced or increased by
changes in the value of portfolio securities.
The purchase of a put option on a futures contract is similar in some
respects to the purchase of protective put options on portfolio securities. For
example, a Fund may purchase a put option on a futures contract to hedge the
Fund s portfolio against the risk of a decline in securities prices.
The amount of risk a Fund assumes when it purchases an option on a
futures contract is the premium paid for the option plus related transaction
costs. In addition to the correlation risks discussed above, the purchase of an
option also entails the risk that changes in the value of the underlying futures
contract will not be fully reflected in the value of the option purchased.
B-4
<PAGE>
The Funds ability to engage in the options and futures strategies
described above will depend on the availability of liquid markets in such
instruments. Markets in options and futures with respect to many types of
securities in which the Funds invest are relatively new and still developing. It
is impossible to predict the amount of trading interest that may exist in
various types of options or futures. Therefore no assurance can be given that a
Fund will be able to utilize these instruments effectively for the purposes set
forth above. Furthermore, a Fund s ability to engage in options and futures
transactions may be limited by tax considerations. See "Taxation Consequences of
Certain Fund Investments."
Additional Risks of Options on Securities and Options on Futures Contracts
Options on securities may be traded over-the-counter. In an over-the-
counter trading environment, much of the protection afforded to exchange
participants will not be available. For example, there are no daily price
fluctuation limits, and adverse market movements could therefore continue to an
unlimited extent over a period of time. Although the purchaser of an option
cannot lose more than the amount of the premium plus related transaction costs,
this entire amount could be lost. Moreover, the option writer could lose amounts
substantially in excess of its initial investment, due to the margin
requirements associated with such positions.
In addition, options on securities, futures contracts and options on
futures contracts may be traded on foreign exchanges. Such transactions are
subject to the risk of governmental actions affecting trading in or the prices
of foreign currencies or securities. The value of such positions also could be
adversely affected by (a) other complex foreign political and economic factors;
(b) lesser availability than in the United States of data on which to make
trading decisions; (c) delays in the Fund s ability to act upon economic events
occurring in foreign markets during nonbusiness hours in the United States; (d)
the imposition of different exercise and settlement terms and procedures and
margin requirements than in the United States; and (e) lesser trading volume.
Future Developments
The Funds may, following written notice thereof to its shareholders,
take advantage of opportunities in the area of options and futures contracts and
options on futures contracts which are not currently contemplated for use by the
Funds or which are not currently available but which may be developed, to the
extent such opportunities are both consistent with a Fund s investment objective
and legally permissible for a Fund. Such opportunities, if they arise, may
involve risks which exceed those involved in the options and futures activities
described above.
B-5
<PAGE>
PART C
PIPER GLOBAL FUNDS INC.
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
- -------------------------------------------
(a) Audited financial statements are incorporated by reference to the
Registrant's Annual Report filed with the Commission for Pacific-European
Fund. Audited financial statements as of June 30, 1995, and unaudited
semiannual financial statements as of December 31, 1995 for Hercules Latin
American Value Fund are included in Part B.
(b) Exhibits:
1.1 Articles of Incorporation (2)
1.2 Articles of Amendment to Articles of Incorporation (4)
1.3 Certificate of Designation of Series B (5)
2.1 Amended and Restated Bylaws (4)
2.2 Amendment to the Bylaws (7/6/95) (5)
2.3 Amendment to the Amended and Restated Bylaws (4/8/96) (5)
3. Not applicable
4. Not applicable
5.1 Investment Advisory and Management Agreement (4)
5.2 Supplement to Investment Advisory and Management Agreement (5)
5.3 Sub-Investment Advisory Agreement (Series A) (4)
5.4 Sub-Advisory Agreement (Series B) (5)
6. Amended Underwriting and Distribution Agreement (5)
7. Not applicable
8.1 Custody and Investment Accounting Agreement (6)
9.1 Shareholder Account Servicing Agreement with Piper Trust Company (5)
9.2 Shareholder Account Servicing Agreement with Piper Jaffray Inc. (5)
10. Opinion and Consent of Dorsey & Whitney LLP with respect to Series B
(5)
11. Consent of KPMG Peat Marwick LLP (5)
12. Not applicable
13. Not applicable
14. Not applicable
15.1 Amended and Restated Plan of Distribution (Series A) (4)
15.2 Plan of Distribution (Series B) (5)
16. Computation of Performance Quotations (1)
17. Power of Attorney (2)
(1) Previously filed
(2) Incorporated by reference to the Registrant's Registration Statement on
Form N-2, filed February 16, 1990, File No. 33-33534.
1
<PAGE>
(3) Incorporated by reference to Amendment No. 2 to the Registrant's
Registration Statement on Form N-2, filed April 19, 1990, File No.
33-33534.
(4) Incorporated by reference to Post-Effective Amendment No. 2 to the
Registrant's Registration Statement on Form N-1A filed June 28, 1993.
(5) Filed herewith.
(6) Incorporated by reference to Registrant's Registration Statement on Form
N-14 filed April 6, 1996.
Item 25. Persons Controlled by or Under Common Control with Registrant
- ----------------------------------------------------------------------
No person is directly or indirectly controlled by or under common control
with the Registrant.
Item 26. Number of Holders of Securities
- -----------------------------------------
As of May 31, 1996:
Number of
Title of Class Record Holders
Pacific-European Growth Fund Common Shares 14,418
Emerging Markets Growth Fund Common Shares 0
Item 27. Indemnification
- -------------------------
The Articles of Incorporation and Bylaws of the Registrant provide that
the Registrant shall indemnify such persons for such expenses and liabilities,
in such manner and under such circumstances, to the full extent permitted by
Section 302A.521, Minnesota Statutes, as now enacted or hereafter amended,
provided that no such indemnification may be made if it would be in violation of
Section 17(h) of the Investment Company Act of 1940, as now enacted or hereafter
amended. Section 302A.521 of the Minnesota Statutes, as now enacted, provides
that a corporation shall indemnify a person made or threatened to be made a
party to a proceeding of the person against judgments, penalties, fines,
settlements, and reasonable expenses, including attorneys' fees and
disbursements, incurred by the person in connection with the proceeding if, with
respect to the acts or omissions of the person complained of in the proceeding,
the person has not been indemnified by another organization for the same
judgments, penalties, fines, settlements, and reasonable expenses incurred by
the person in connection with the proceeding with respect to the same acts or
omissions; acted in good faith, received no improper personal benefit and the
Minnesota Statutes dealing with directors' conflicts of interest, if applicable,
have been satisfied; in the case of a criminal proceeding, had no reasonable
cause to believe that the conduct was unlawful; and reasonably believed that the
conduct was in the best interests of the corporation or,
2
<PAGE>
in certain circumstances, reasonably believed that the conduct was not opposed
to the best interests of the corporation.
Insofar as the indemnification for liability 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 issue.
The Registrant will comply with the indemnification requirements of
Investment Company Act Releases 7221 (June 9, 1972) and 11330 (September 2,
1980).
Item 28. Business and Other Connections of Investment Adviser
- --------------------------------------------------------------
Information on the business of the Adviser is described in the section of
the Prospectus, incorporated by reference in this Registration Statement,
entitled "Management Investment Adviser."
The officers and directors of the Adviser and their titles are as follow:
Name Title
William H. Ellis President, Director and Chairman of
the Board
Charles N. Hayssen Director
Bruce C. Huber Director
David E. Rosedahl Director
Momchilo Vucenich Director
Paul A. Dow Senior Vice President and
Chief Investment Officer
Susan S. Miley Senior Vice President and
General Counsel
Worth Bruntjen Senior Vice President
Michael C. Derck Senior Vice President
Richard W. Filippone Senior Vice President
John J. Gibas Senior Vice President
Marijo A. Goldstein Senior Vice President
Mark R. Grotte Senior Vice President
Jerry F. Gudmundson Senior Vice President
3
<PAGE>
Robert C. Hannah Senior Vice President
Lynne Harrington Senior Vice President
Lisa A. Kenyon Senior Vice President
Mark S. Lee Senior Vice President
Thomas S. McGlinch Senior Vice President
Curt D. McLeod Senior Vice President
Steven V. Markusen Senior Vice President
Paula Meyer Senior Vice President
Robert H. Nelson Senior Vice President
Gary Norstrem Senior Vice President
Nancy S. Olsen Senior Vice President
Ronald R. Reuss Senior Vice President
Maxine D. Rossini Senior Vice President
Bruce D. Salvog Senior Vice President
John K. Schonberg Senior Vice President
Sandra K. Shrewsbury Senior Vice President
David M. Steele Senior Vice President
J. Bradley Stone Senior Vice President
Robert H. Weidenhammer Senior Vice President
John G. Wenker Senior Vice President
Douglas J. White Senior Vice President
Cynthia K. Castle Vice President
Richard Daly Vice President
Molly Destro Vice President
Julie Deutz Vice President
Joan L. Harrod Vice President
Newby Herrod Vice President
Amy K. Johnson Vice President
Russell J. Kappenman Vice President
Kimberly F. Kaul Vice President
John D. Kightlinger Vice President
Wan-Chong Kung Vice President
Steven Meyer Vice President
Thomas Moore Vice President
Edward P. Nicoski Vice President
Paul D. Pearson Vice President
Eric L. Siedband Vice President
Catherine M. Stienstra Vice President
Shaista Tajamal Vice President
Bonnie L. Theis Vice President
Michael Wallace Vice President
Jane K. Welter Vice President
Marcy K. Winson Vice President
Fong P. Woo Vice President
Principal occupations of Messrs. Ellis, Dow, Nelson and Pearson and Ms.
Olsen, Ms. Miley, Ms. Destro and Ms. Johnson are set forth in the Statement of
Additional
4
<PAGE>
Information under the heading "Directors and Officers." Mr. Hayssen is a
-----------
Director of the Adviser and has been Chief Information Officer of Piper Jaffray
Companies Inc. since January 1996, prior to which he was a Managing Director of
Piper Jaffray Inc. ("Piper Jaffray") from 1986 to 1995, a Managing Director of
Piper Jaffray Companies Inc. from 1987 to 1995, Chief Financial Officer of Piper
Jaffray from 1988 to 1995, Chief Financial Officer of the Adviser from 1989 to
1995 and Chief Operating Officer of the Adviser from 1994 to 1995. Mr. Huber has
---------
been a Director of the Adviser since October 1985 and a Managing Director of
Piper Jaffray since November 1986. Mr. Rosedahl is a Director and Secretary of
------------
the Adviser and Managing Director, Secretary and General Counsel for Piper
Jaffray and Managing Director and General Counsel for Piper Jaffray Companies
Inc. Mr. Vucenich has been a Director of the Adviser since December 1994 and a
------------
Managing Director of Piper Jaffray Inc. since 1993.
Mr. Bruntjen has been a Senior Vice President of the Adviser since January
------------
1988. Mr. Derck has been a Vice President of the Adviser since November 1992,
prior to which he had been a manager of Advisory Accounts Services with the
Adviser since April 1992 and, before that, an Assistant Vice President at First
Trust since 1976. Mr. Filippone has been a Senior Vice President of the Adviser
-------------
since November 1991, prior to which he had been a Vice President of the Adviser
from 1987 to 1991. Mr. Gibas has been a Senior Vice President of the Adviser
---------
since November 1992, prior to which he had been a Vice President of the Adviser
from 1987 to 1992. Ms. Goldstein has been a Senior Vice President of the Adviser
-------------
since November 1993, prior to which she was a Vice President of the Adviser from
1991 to 1993 and a fixed income analyst of the Adviser since 1988. Mr. Grotte
----------
has been a Senior Vice President of the Adviser since November 1992, prior to
which he had been a Vice President of the Adviser from 1988 to 1992. Mr.
---
Gudmundson has been a Senior Vice President of the Adviser since August 1995,
- ----------
prior to which he was an Executive Vice President at Resource Capital Advisers
from 1991 to May 1995. Mr. Hannah has been a Senior Vice President of the
----------
Adviser since May 1995, prior to which he was manager of Craig and Associates in
Seattle, Washington from September 1993 to November 1994, and prior thereto, he
was manager of Exvere in Seattle from January 1993 to August 1993 and a
registered representative at Geneva in Irvine, California from January 1991 to
December 1992. Ms. Harrington has been a Senior Vice President of the Adviser
--------------
since March 1995, prior to which she was a Managing Director at Piper Jaffray
Inc. in the Public Finance Department. Ms. Kenyon has been a Senior Vice
President of the Adviser since January 1992, prior to which she had been a
financial adviser for a private family in Los Angeles. Mr. Lee has been a Senior
-------
Vice President of the Adviser since November 1995, prior to which he had been a
Vice President of the Adviser since 1990. Mr. Markusen has been a Senior Vice
------------
President of the Adviser since December 1993, prior to which had been a senior
vice president of Investment Advisers, Inc., in Minneapolis, Minnesota from 1989
to 1993. Mr. McGlinch has been a Senior Vice President of the Adviser since
------------
November 1995, prior to which he had been a Vice President of the Adviser since
November 1992 and, prior thereto, he had been a specialty products trader at FBS
Investment Services from January 1990 to January 1992. Mr. McLeod has been a
----------
Senior Vice President of the Adviser since November 1995, prior to which he had
been an analyst at the Adviser since 1988. Ms. Meyer has been a Senior Vice
---------
President of the Adviser since December 1994, prior to which she had been a Vice
President of Secura Insurance, Appleton, Wisconsin from 1988 to 1994.
5
<PAGE>
Mr. Norstrem has been a Senior Vice President of the Adviser since 1993, prior
- ------------
to which he was Treasurer of the City of Saint Paul, Minnesota for twenty-eight
years. Mr. Reuss has been a Senior Vice President of the Adviser since January
---------
1989. Ms. Rossini has been a Senior Vice President of the Adviser since
-----------
September 1993, prior to which she had been a managing Director of the
Distributor since November 1989. Mr. Salvog has been a Senior Vice President of
----------
the Adviser since January 1992, prior to which he had been a portfolio manager
at Kennedy & Associates in Seattle, Washington from 1984 to 1992. Mr. Schonberg
-------------
has been a Senior Vice President of the Adviser since November 1995, prior to
which he was a Vice President of the Adviser from November 1992 to November 1995
and a portfolio manager for the Adviser since July 1989. Ms. Shrewsbury has been
--------------
a Senior Vice President of the Adviser since September 1993, prior to which she
had been a Managing Director of Piper Jaffray since November 1992, a Vice
President of Piper Jaffray since November 1990. Mr. Steele has been a Senior
----------
Vice President of the Adviser since January 1992, prior to which he had been a
portfolio manager at Kennedy & Associates in Seattle, Washington from 1987 to
1992. Mr. Stone has been a Senior Vice President of the Adviser since November
---------
1995, prior to which he had been a Vice President of the Adviser since 1991 and
a fixed-income analyst of the Adviser since March 1990. Mr. Weidenhammer has
----------------
been a Senior Vice President of the Adviser since November 1991, prior to which
he had been a Vice President of the Adviser from 1987 to 1991. Mr. Wenker has
----------
been a Senior Vice President of the Adviser since October 1993, prior to which
he had been a Managing Director of Piper Jaffray from 1992 to 1993, and prior
thereto, the Director of Revitalization Resources of the Minneapolis Community
Development Agency from 1990 to 1992. Mr. White has been a Senior Vice President
---------
of the Adviser since November 1991, prior to which he had been a Vice President
of the Adviser from 1989 to 1991.
Ms. Castle has been a Vice President of the Adviser since November 1994,
----------
prior to which she was a client service associate of the Adviser since 1990. Mr.
---
Daly has been a Vice President of the Adviser since 1992, prior to which he was
- ----
an Assistant Vice President of the Piper Jaffray since 1990 and a broker with
Piper Jaffray from 1987 to 1992. Ms. Duetz has been a Vice President of the
---------
Adviser since September 1995, prior to which she was an Assistant Vice President
at Daiwa Bank, Ltd. from November 1992 to September 1995 and a manager of
financial reporting at The Churchill Companies from September 1991 to October
1992. Ms. Harrod has been a Vice President of the Adviser since November 1992
----------
and has been a trader for the Adviser since October 1989. Mr. Herrod has been a
Vice President of the Adviser since 1992, prior to which he was a Vice President
of Capital Markets at Washington Square Capital Management from 1987 to 1992.
Mr. Kappenman has been a Vice President of the Adviser since 1991. Ms. Kaul has
- ------------- --------
been a Vice President and Director of Corporate Communications of the Adviser
since November 1991, prior to which she was Copy Director and Assistant Vice
President in the advertising department of Piper Jaffray since 1986. Mr.
---
Kightlinger has been a Vice President of the Adviser since 1991, prior to which
- -----------
he had been a department head and portfolio manager for TCF Bank Savings. Ms.
---
Kung has been a Vice President of the Adviser since May 1993, prior to which she
- ----
had been a Senior Consultant at Cytrol Inc.
6
<PAGE>
from 1989 to December 1992. Mr. Meyer has been a Vice President of the Adviser
---------
since November 1994 and manager of Systems Integration for the Adviser since
1991. Mr. Moore has been a Vice President of the Adviser since 1992, prior to
---------
which he was a Portfolio Manager at Alpine Capital Management from 1990 to 1992
and a broker at Hanifen Capital Management from 1990 to 1992. Mr. Nicoski has
-----------
been a Vice President of the Adviser since October 1985 and a Managing Director
of the Distributor since November 1986. Mr. Siedband has been a Vice President
of the Adviser since 1992. Ms. Stienstra has been a Vice President of the
-------------
Adviser since November 1995 and a municipal bond trader of the Adviser since
June 1995, prior to which she was an assistant analyst of the Adviser from 1991
to 1994. Mr. Stone has been a Vice President of the Adviser since November 1991
---------
and a fixed-income analyst of the Adviser since March 1990. Ms. Tajamal has been
-----------
a Vice President of the Adviser since November 1995 and a portfolio manager of
the Adviser since 1993, prior to which she was a money market analyst of the
Adviser from 1990 to 1993. Ms. Theis has been a Vice President of the Adviser
---------
since November 1992, prior to which she had been an Assistant Vice President of
the Adviser since 1989. Mr. Wallace has been a Vice President of the Adviser
-----------
since November 1995, prior to which he was an Assistant Vice President of the
Adviser since November 1994 and prior to that he was an Equity Analyst at the
Adviser from June 1993 to November 1994. Ms. Welter has been a Vice President of
----------
the Adviser since November 1994, prior to which she was a client service
associate of the Adviser since 1993 and a mutual fund accountant with the
Adviser from 1990 to 1993. Ms. Winson has been a Vice President of the Adviser
----------
since November 1993, prior to which she was an Assistant Vice President of the
Adviser since March 1993 and an educator from 1990 to 1992. Mr. Woo has been a
-------
Vice President of the Adviser since November 1994, prior to which he was a
municipal credit analyst of the Adviser since 1992 and prior to that he was a
credit specialist at a commercial trading firm from 1991 to 1992.
The officers and directors of the Sub-Adviser and their titles are as
follow:
Name Title
Iain A. Watt Chairman
Peter A.K. Arthur Joint Managing Director
Michael W. Balfour Joint Managing Director
Lloyd A. Beat Executive Director
Graham M. Brock Executive Director
Graham C. Campbell Executive Director
Alistair M.T. Currie Executive Director
David W. Currie Executive Director
Alex J. Gowans Executive Director
William S. Johnstone Executive Director
David McCraw Executive Director
Robert G.H. McGeorge Executive Director
Ian E. Massie Executive Director
Ken McKenna Executive Director
Catherine C.J. Miller Executive Director
Richard D. Muckart Executive Director
Colin F. Peters Executive Director
7
<PAGE>
Principal occupations of Mr. Watt and Mr. Balfour are set forth in the
Statement of Additional Information under the heading "Directors and Executive
Officers." Mr. Arthur currently serves as a director of Edinburgh Fund Managers
----------
plc, Edinburgh Oil Management Limited, Drayton Asia Finance Limited, DFM
Holdings Limited and Dunedin Fund Managers Limited. Mr. Johnstone currently
-------------
serves as a director of Edinburgh Fund Managers plc and Broadgate Marketing
Limited. Mr. Campbell currently serves as a director of Edinburgh Fund Managers
------------
Plc and Scottish Judo Federation. Mr. Gowans currently serves as a director of
----------
Edinburgh Fund Managers Plc, Edinburgh Income Trust Plc and Edinburgh Small
Companies Trust Plc. Mr. Johnstone currently serves as a director of Edinburgh
-------------
Fund Managers Plc and Broadgate Marketing Limited. Mr. Massie currently serves
----------
as a director of Edinburgh Fund Managers Plc and Dunedin Fund Managers Limited.
Mr. McCraw currently serves as a director of Edinburgh Fund Managers Plc,
- ----------
Dunedin Fund Managers Limited and DFM Holdings Limited. Mr. McGeorge currently
------------
serves as a director of Edinburgh Fund Mangers Plc, Dunedin Fund Managers
Limited, Dunedin Pension Fund Managers Limited, Dunedin Financial Services
Limited, Dunedin Portfolio Managers Limited and Trustcto Finance Plc. Mr.
---
Muckart currently serves as a director of Edinburgh Fund Managers Plc, Dunedin
- -------
Fund Managers Limited, DFM Holdings Limited and LTS International Limited. Mr.
---
Peters currently serves as a director of Edinburgh Fund Managers Plc, Dunedin
- ------
Fund Managers Limited and Taytem Nominees Limited.
Item 29. Principal Underwriters
- --------------------------------
(a) Piper Jaffray Inc. acts as principal underwriter for the Registrant
and also for three other open-end investment companies, Piper Funds Inc., the
shares of which are currently offered in thirteen series, Piper Institutional
Funds Inc., the shares of which are currently offered in two series and Piper
Funds Inc.--II, the shares of which are currently offered in one series. Piper
Jaffray has acted as principal underwriter in connection with the initial public
offering of shares of 23 closed-end investment companies managed by the Adviser.
(b) The name, positions and offices with Piper Jaffray Inc., and positions
and offices with the Registrant of each director and officer of Piper Jaffray
Inc. are as follow:
Positions and Offices Positions and Offices
Name with Underwriter with Registrant
---- --------------------- ---------------------
Addison L. Piper Chairman of the Board of None
Directors and Chief Executive
Officer
Ralph W. Burnet Member of the Board None
of Directors
William H. Ellis Member of the Board None
of Directors
8
<PAGE>
Positions and Offices Positions and Offices
Name with Underwriter with Registrant
---- --------------------- ---------------------
John L. McElroy, Jr. Member of the Board None
of Directors
Kathy Halbreich Member of the Board None
of Directors
Robert S. Slifka Member of the Board None
of Directors
David Stanley Member of the Board None
of Directors
James J. Bellus Managing Director None
AnnDrea M. Benson Managing Director None
Lloyd K. Benson Managing Director None
Gary J. Blauer Managing Director None
Karen M. Bohn Managing Director None
Sean K. Boyea Managing Director None
Ronald O. Braun Managing Director None
Paul E. Brodsky Managing Director None
Jay A. Brunkhorst Managing Director None
Kenneth S. Cameranesi Managing Director None
Stephen M. Carnes Managing Director None
Joseph V. Caruso Managing Director None
Antonio J. Cecin Managing Director None
Joyce E. Chaney Managing Director None
Kenneth P. Clark Managing Director None
Linda A. Clark Managing Director None
9
<PAGE>
Positions and Offices Positions and Offices
Name with Underwriter with Registrant
---- --------------------- ---------------------
Stephen B. Clark Managing Director None
David P. Crosby Managing Director None
Mark A. Curran Managing Director None
George S. Dahlman Managing Director None
Michael D. Deede Managing Director None
Jack C. Dillingham Managing Director None
Mark T. Donahoe Managing Director None
Darci L. Doneff Managing Director None
Philip S. Dow Managing Director None
Andrew S. Duff Managing Director None
Michael D. Duffy Managing Director None
Andrew W. Dunleavy Managing Director None
Richard A. Edstrom Managing Director None
Fred R. Eoff, Jr. Managing Director None
Richard D. Estenson Managing Director None
Francis E. Fairman IV Managing Director None
John R. Farrish Managing Director None
G. Richard Ferguson Managing Director None
Paul Ferry Managing Director None
Mark E. Fisler Managing Director None
Michael W. Follett Managing Director None
Daniel P. Gallaher Managing Director None
Peter M. Gill Managing Director None
10
<PAGE>
Positions and Offices Positions and Offices
Name with Underwriter with Registrant
---- --------------------- ---------------------
Kevin D. Grahek Managing Director None
Paul D. Grangaard Managing Director None
Daniel J. Hagen Managing Director None
James S. Harrington Managing Director None
Charles N. Hayssen Managing Director None
William P. Henderson Managing Director None
Allan F. Hickok Managing Director None
Richard L. Hines Managing Director None
David B. Holden Managing Director None
Charles E. Howell Managing Director None
Bruce C. Huber Managing Director None
Elizabeth A. Huey Managing Director None
John R. Jacobs Managing Director None
Earl L. Johnson Managing Director None
Richard L. Johnson Managing Director None
Nicholas P. Karos Managing Director None
Paul P. Karos Managing Director None
Richard G. Kiss Managing Director None
Gordon E. Knudsvig Managing Director None
Jerome P. Kohl Managing Director None
Eric W. Larson Managing Director None
Dan L. Lastavich Managing Director None
11
<PAGE>
Positions and Offices Positions and Offices
Name with Underwriter with Registrant
---- --------------------- ---------------------
Robert J. Magnuson Managing Director None
James M. Manire Jr. Managing Director None
Robert E. Mapes Managing Director None
Peter T. Mavroulis Managing Director None
Michael P. McMahon Managing Director None
G. Teerry McNellis Managing Director None
Thomas A. Medlin Managing Director None
Darryl L. Meyers Managing Director None
Joseph E. Meyers Managing Director None
John V. Miller Managing Director None
Dennis V. Mitchell Managing Director None
Susan D. Musselman Managing Director None
Edward P. Nicoski Managing Director None
Barry J. Nordstrand Managing Director None
Benjamin S. Oehler Managing Director None
Brooks G. O'Neil Managing Director None
John P. O'Neill Managing Director None
John Otterlei Managing Director None
Robin C. Pfister Managing Director None
Laurence S. Podobinski Managing Director None
Steven J. Proeschel Managing Director None
Rex W. Ramsay Managing Director None
12
<PAGE>
Positions and Offices Positions and Offices
Name with Underwriter with Registrant
--------------------- ---------------------
Brian J. Ranallo Managing Director None
Roger W. Redmond Managing Director None
Robert P. Rinek Managing Director None
Jim M. Roane Managing Director None
Deborah K. Roesler Managing Director None
Russ E. Rogers Managing Director None
David E. Rosedahl Managing Director, General None
Counsel and Secretary
D. Harrison Royce Managing Director None
Terry D. Sandven Managing Director None
Thomas P. Schnettler Managing Director None
Steven R. Schroll Managing Director None
Joyce Nelson Schuette Managing Director None\
Lawrence M. Schwartz, Jr. Managing Director None
Morton D. Silverman Managing Director None
Linda E. Singer Managing Director None
David P. Sirianni Managing Director None
Arch C. Smith Managing Director None
Robert L. Sonnek Managing Director None
Sandra G. Sponem Managing Director None
Thomas E. Stanberry Managing Director None
DeLos V. Steenson Managing Director None
13
<PAGE>
Positions and Offices Positions and Offices
Name with Underwriter with Registrant
--------------------- ---------------------
D. Greg Sundberg Managing Director None
Robert D. Swerdling Managing Director None
William H. Teeter Managing Director None
Ann C. Tillotson Managing Director None
Marie Uhrich Managing Director None
Momchilo Vucenich Managing Director None
Darrell L. Westby Managing Director None
David R. Westcott Managing Director None
Douglas R. Whitaker Managing Director None
James H. Wilford Managing Director None
Stephen W. Woodard Managing Director None
Mark Wren Managing Director None
Saul Yaari Managing Director None
The principal business address of each of the individuals listed above is Piper
Jaffray Tower, 222 South Ninth Street, Minneapolis, Minnesota 55402-3804.
Item 30. Location of Accounts and Records
- ------------------------------------------
The physical possession of the accounts, books, and other documents
required to be maintained by Section 31(a) of the Investment Company Act of 1940
and Rules 3la-1 to 3la-3 promulgated thereunder is maintained by the Registrant
at Piper Jaffray Tower, 222 South Ninth Street, Minneapolis, Minnesota 55402-
3804, except that the physical possession of certain accounts, books and other
documents related to the custody of the Registrant's securities is maintained by
Investors Fiduciary Trust Company, 127 West Tenth Street, Kansas City, Missouri
64105.
Item 31. Management Services
- -----------------------------
Not applicable.
14
<PAGE>
Item 32. Undertakings
- ----------------------
(a) Not applicable.
(b) The Registrant (on behalf of Series B) undertakes to file a post-
effective amendment, using financial statements which need not be certified,
within four to six months from the effective date of the 1933 Act registration
statement.
(c) Each recipient of a prospectus of any series of the Registrant may
request the latest Annual Report and such Annual Report will be furnished by the
Registrant without charge.
15
<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
Registration Statement on Form N-1A to be signed on its behalf by the
undersigned, thereto duly authorized, in the City of Minneapolis and State of
Minnesota on the 24th day of June 1996.
PIPER GLOBAL FUNDS INC.
By /s/ Paul A. Dow
--------------------------
Paul A. Dow, President
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:
/s/ Paul A. Dow President (principal June 24, 1996
- ---------------------------
Paul A. Dow executive officer)
/s/ Robert H. Nelson Treasurer (principal June 24, 1996
- ---------------------------
Robert H. Nelson financial and accounting
officer)
Michael W. Balfour* Director
Jaye F. Dyer* Director
William H. Ellis* Director
Karol D. Emmerich* Director
Luella G. Goldberg* Director
George Latimer* Director
Iain A. Watt* Director
*By /s/ William H. Ellis June 24, 1996
------------------------
William H. Ellis
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
TO
REGISTRATION STATEMENT
OF
PIPER GLOBAL FUNDS INC.
Exhibit
- -------
1.3 Certificate of Designation of Series B
2.2 Amendment to the Bylaws (7/6/95)
2.3 Amendment to the Amended and Restated Bylaws (4/8/96)
5.2 Supplement to Investment Advisory and Management Agreement
5.4 Sub-Investment Advisory Agreement (Series B)
6 Amended Underwriting and Distribution Agreement
9.1 Shareholder Account Servicing Agreement with Piper Trust Company
9.2 Shareholder Account Servicing Agreement with Piper Jaffray Inc.
10 Opinion and Consent of Dorsey & Whitney LLP (with respect to Series B)
11 Consent of KPMG Peat Marwick LLP
15.2 Plan of Distribution (Series B)
<PAGE>
Exhibit 1.3
CERTIFICATE OF DESIGNATION
OF SERIES B COMMON SHARES
OF PIPER GLOBAL FUNDS INC.
The undersigned, Secretary of Piper Global Funds Inc., a Minnesota
corporation (the "Corporation"), hereby certifies that the following is a true,
complete and correct copy of resolutions duly adopted at a meeting of the Board
of Directors of the Corporation held April 8, 1996.
DESIGNATION OF SERIES B COMMON SHARES
-------------------------------------
WHEREAS, the total authorized number of shares of the Corporation is
100,000,000,000, all of which shares are common shares, par value $.01 per
share, as set forth in the Corporation's Articles of Incorporation, as amended
(the "Articles");
WHEREAS, 2,000,000,000 of such shares have been designated in the Articles
as Series A Common Shares; and
WHEREAS, the Articles set forth that the balance of 98,000,000,000
authorized shares may be issued in such series and with such designations,
preferences and relative, participating, optional or other special rights, or
qualifications, limitations or restrictions thereof, as shall be stated or
expressed in a resolution or resolutions providing for the issue of any series
of common shares as may be adopted from time to time by the Board of Directors
of this Corporation.
NOW, THEREFORE, BE IT RESOLVED, that 2,000,000,000 of the remaining
98,000,000,000 authorized common shares of this Corporation be, and they hereby
are, designated as Series B Common Shares, and said Series B Common Shares shall
represent interests in a separate and distinct portion of the Corporation's
assets which shall take the form of a separate portfolio of investment
securities, cash and other assets.
FURTHER RESOLVED, that the Series B Common Shares designated by these
resolutions shall have the preferences and relative, participating, optional or
other special rights, and qualifications, limitations and restrictions thereof,
set forth in the Articles.
IN WITNESS WHEREOF, the undersigned has signed this Certificate on behalf
of Piper Global Funds Inc. this 8th day of April, 1996.
/s/Susan Sharp Miley
------------------------------
Susan Sharp Miley, Secretary
<PAGE>
Exibit 2.2
AMENDMENT TO THE BYLAWS
OF
PIPER FUNDS INC.
PIPER FUNDS INC.--II
AMERICAN GOVERNMENT INCOME FUND INC.
AMERICAN GOVERNMENT INCOME PORTFOLIO, INC.
AMERICAN GOVERNMENT TERM TRUST INC.
AMERICAN OPPORTUNITY INCOME FUND INC.
AMERICAN MUNICIPAL TERM TRUST INC.
AMERICAN MUNICIPAL TERM TRUST INC.--II
AMERICAN MUNICIPAL TERM TRUST INC.--III
MINNESOTA MUNICIPAL TERM TRUST INC.
MINNESOTA MUNICIPAL TERM TRUST INC.--II
AMERICAN STRATEGIC INCOME PORTFOLIO INC.
AMERICAN STRATEGIC INCOME PORTFOLIO INC.--II
AMERICAN STRATEGIC INCOME PORTFOLIO INC.--III
PIPER GLOBAL FUNDS INC
PIPER INSTITUTIONAL FUNDS INC.
AMERICAN MUNICIPAL INCOME PORTFOLIO INC.
MINNESOTA MUNICIPAL INCOME PORTFOLIO INC.
AMERICAN SELECT PORTFOLIO INC.
THE AMERICAS INCOME TRUST
HIGHLANDER INCOME FUND INC.
HERCULES FUNDS INC.
Section 2.6 or Section 2.06, as applicable, of the Bylaws of each of the
above-referenced Funds are amended in its entirety to read as follows (amended
language in italics):
Voting - Proxies. The right to vote by proxy shall be
----------------
governed by the relevant provisions of the Minnesota
Statutes, as the same may be amended from time to time.
Dated: July 6, 1995
<PAGE>
Exhibit 2.3
AMENDMENT TO THE
AMENDED AND RESTATED BYLAWS OF
PIPER GLOBAL FUNDS INC.
Article I, Section 1.01 of the Amended and Restated Bylaws of Piper Global Funds
Inc. is hereby amended to read as follows:
Section 1.01. Name. The name of the corporation is Piper Global
----
Funds Inc. The common shares of the corporation are issued in series,
which are currently designated Series A and Series B in the
corporation's Articles of Incorporation, as amended. Each such series
shall be known by the name set forth below:
Series Name
------ ----
Series A Pacific-European Growth Fund
Series B Emerging Markets Growth Fund
Dated: April 8, 1996
<PAGE>
Exhibit 5.2
SUPPLEMENT TO
INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
This Supplement, made this 21st day of June 1996, by and between Piper
Global Funds Inc., a Minnesota corporation (the "Company") and Piper Capital
Management Incorporated, a Delaware corporation (the "Adviser").
WHEREAS, the Company has entered into an Investment Advisory and Management
Agreement with the Adviser dated August 28, 1992 (the "Advisory Agreement")
whereby the Company engaged the Adviser to act as investment adviser for, and to
manage the affairs, business and investment of the assets of, Pacific-European
Growth Fund, a series of the Company.
WHEREAS, pursuant to a resolution of the Board of Directors of the Company,
an additional series of the Company has been formed, which series has been
designated the Emerging Markets Growth Fund ("Emerging Markets Fund").
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual
covenants contained herein, the parties hereto agree as follows:
1. All of the terms, provisions, covenants and agreements set forth
in the Advisory Agreement with respect to Pacific-European Growth Fund shall
apply to Emerging Markets Fund as well, provided that the fee to be paid
by Emerging Markets Fund to the Adviser pursuant to Section 2 of the Advisory
Agreement shall be a monthly investment advisory fee payable at an annual rate
of 1.00% of the average daily net assets of Emerging Markets Fund. Except as
hereinafter set forth, such fee shall be calculated and accrued daily and the
amounts of the daily accruals shall be paid monthly on the fifth day following
the end of a month. Such calculations shall be made by applying 1/365th
(1/366th in a leap year) of the annual rate to Emerging Markets Fund's net
assets each day determined as of the close of business on that day or the last
previous business day. If this Supplement becomes effective subsequent to the
first day of a month or if the Advisory Agreement shall terminate with respect
to Emerging Markets Fund before the last day of a month, compensation for that
part of the month during which the Advisory Agreement, as supplemented hereby,
is in effect shall be prorated in a manner consistent with the calculation of
fees as set forth above.
2. The effective date of this Supplement shall be June 21, 1996.
<PAGE>
IN WITNESS WHEREOF, the Company and the Adviser have caused this Supplement
to be executed by their duly authorized officers as of the day and year first
above written.
PIPER GLOBAL FUNDS INC.
By /s/ Robert H. Nelson
----------------------
Its Senior Vice President
----------------------
PIPER CAPITAL MANAGEMENT
INCORPORATED
By /s/ William H. Ellis
----------------------
Its President
----------------------
<PAGE>
Exhibit 5.4
SUB-ADVISORY AGREEMENT
----------------------
Agreement dated as of June 21, 1996, by and between Piper Capital
Management Incorporated, a Delaware corporation (the "Adviser") and Edinburgh
Fund Managers plc, a Scottish corporation (the "Sub-Adviser").
WHEREAS, the Adviser has been retained by Piper Global Funds Inc. (the
"Company"), an open-end diversified management investment company which may
offer its shares in one or more series, to act as the investment adviser to
Emerging Markets Growth Fund, a series of the Company (the "Fund");
WHEREAS, the Fund seeks to accomplish its investment objective of long-term
capital appreciation through investment primarily in common stocks of issuers in
the world's emerging securities markets;
WHEREAS, the Adviser desires to retain the Sub-Adviser to assist the
Adviser in furnishing an investment program to the Fund;
NOW, THEREFORE, in consideration of the mutual agreements herein made, the
Adviser and the Sub-Adviser agree as follows:
1. The Adviser hereby employs the Sub-Adviser to serve as sub-adviser with
respect to the assets of the Fund and to perform the services hereinafter set
forth. The Sub-Adviser hereby accepts such employment and agrees, for the
compensation herein provided, to assume all obligations herein set forth and to
bear all expenses of its performance of such obligations (but no other
expenses). The Sub-Adviser shall not be required to pay expenses of the Company
or of the Fund, including, but not limited to: (a) fees pursuant to any plan of
distribution that the Company may adopt on behalf of the Fund; (b) brokerage and
commission expenses; (c) federal, state, local and foreign taxes, including
issue and transfer taxes incurred by or levied on the Fund; (d) interest charges
on borrowings; (e) the Fund's organizational and offering expenses; (f) the cost
of other personnel providing services to the Fund; (g) fees and expenses of
registering and maintaining registration of the Fund's shares under the
appropriate federal securities laws and of registering or otherwise qualifying
and maintaining registration or qualification of the Fund's shares under
applicable state securities laws and pursuant to any foreign laws; (h) expenses
of printing and distributing reports to shareholders; (i) expenses of printing
and distributing prospectuses annually to existing shareholders; (j) costs of
shareholders' meetings and proxy solicitation; (k) charges and expenses of the
Fund's custodian and registrar, transfer agent and dividend disbursing agent;
(l) compensation of the Company's officers, directors and employees that are not
"affiliated persons" or "interested persons" (as defined in Section 2(a) of the
Investment Company Act of 1940, as amended (the "1940 Act") and the rules,
regulations and releases relating thereto) of the Adviser or the Sub-Adviser;
(m) legal and auditing expenses; (n) costs of stationery and supplies;
(o) insurance expenses; (p) association membership dues;
<PAGE>
(q) travel expenses of officers and employees of the Sub-Adviser to the extent
such expenses relate to the attendance of such persons at meetings at the
request of the Board of Directors of the Company; (r) travel expenses for
attendance at Board of Directors meetings by members of the Board of Directors
of the Company who are also "interested persons" or "affiliated persons" of the
Sub-Adviser; and (s) all other charges and costs of the Company's operation
unless otherwise explicitly provided herein. The Sub-Adviser shall for all
purposes herein be deemed to be an independent contractor and shall, except as
expressly provided or authorized (whether herein or otherwise) have no authority
to act for or on behalf of the Fund or the Company in any way or otherwise be
deemed an agent of the Fund or the Company.
2. The Sub-Adviser shall direct the investment of the Fund's assets in
accordance with applicable law and the investment objectives, policies and
restrictions set forth in the then-current Prospectus and Statement of
Additional Information relating to the Fund contained in the Company's
Registration Statement under the 1940 Act and the Securities Act of 1933, as
amended, subject to the supervision of the Company, its officers and directors,
and the Adviser and in accordance with the investment objectives, policies and
restrictions from time to time prescribed by the Board of Directors of the
Company and communicated by the Adviser to the Sub-Adviser and subject to such
further reasonable limitations as the Adviser may from time to time impose by
written notice to the Sub-Adviser.
3. The Sub-Adviser shall formulate and implement a continuing program for
the management of the Funds' assets. The Sub-Adviser shall amend and update
such program from time to time as financial and other economic conditions
warrant. The Sub-Adviser shall make all determinations with respect to the
investment of the assets of the Fund and shall take such steps as may be
necessary to implement the same, including the placement of purchase and sale
orders on behalf of the Fund. The Sub-Adviser shall advise the Adviser and, if
requested by the Adviser, advise the Company's Board of Directors (which shall
make all non-investment decisions with respect to the securities in which the
assets of the Fund may be invested), of the manner in which voting rights,
rights to consent to corporate action, and any other noninvestment decisions
pertaining to the Fund's portfolio securities should be exercised.
4. The Sub-Adviser shall furnish such reports to the Adviser as the
Adviser may reasonably request for the Adviser's use in discharging its
obligations under the Investment Advisory and Management Agreement regarding the
Fund between the Company and the Adviser (the "Advisory Agreement"), which
reports may be distributed by the Adviser to the Company's Board of Directors at
periodic meetings of such Board and at such other times as may be reasonably
requested by the Company's Board of Directors. Copies of all such reports shall
be furnished to the
-2-
<PAGE>
Adviser for examination and review within a reasonable time prior to the
presentation of such reports to the Company's Board of Directors.
5. The Sub-Adviser shall select the brokers and dealers that will execute
the purchases and sales of portfolio instruments for the Fund and markets on or
in which such transactions will be executed and shall place, in the name of the
Fund or its nominee, all such orders.
(a) When placing such orders, the Sub-Adviser shall use its best efforts
to obtain the best available price and most favorable and efficient execution
for the Fund. Where best price and execution may be obtained from more than one
broker or dealer, the Sub-Adviser may, in its discretion, purchase and sell
securities through brokers or dealers who provide research, statistical and
other information to the Sub-Adviser. It is understood that such services may
be used by the Sub-Adviser for all of its investment advisory accounts and
accordingly, not all such services may be used by the Sub-Adviser in connection
with the Fund.
It is understood that certain other clients of the Sub-Adviser may have
investment objectives and policies similar to those of the Fund and that the
Sub-Adviser may, from time to time, make recommendations that result in the
purchase or sale of a particular security by its other clients simultaneously
with the Fund. If transactions on behalf of more than one client during the
same period increase the demand for securities being purchased or the supply of
securities being sold, there may be an adverse effect on price or quantity. In
such event, the Sub-Adviser shall allocate advisory recommendations and the
placing of orders in a manner that is deemed equitable by the Sub-Adviser to the
accounts involved, including the Fund. When two or more of the clients of the
Sub-Adviser (including the Fund) are purchasing or selling the same security on
a given day from the same broker or dealer, such transactions may be averaged as
to price.
(b) The Sub-Adviser agrees that, except to the extent permitted under Rule
17a-7 under the 1940 Act, or under any no-action letter or exemptive order
issued to the Company by the Securities and Exchange Commission, it will not
purchase or sell securities for the Fund in any transaction in which it, the
Adviser or any "affiliated person" of the Fund, the Adviser or Sub-Adviser or
any affiliated person of such "affiliated person" is acting as principal. The
Sub-Adviser agrees that any transactions effected under Rule 17a-7 shall comply
with the then-effective procedures adopted under such rule by the Company's
Board of Directors.
(c) The Sub-Adviser agrees that it will not execute any portfolio
transactions for the Fund with a broker or dealer or futures commission merchant
which is an "affiliated person" of the Company, the Adviser or the Sub-Adviser
or an "affiliated person" of such an "affiliated person" without the prior
written consent of the Adviser. Notwithstanding the foregoing, transactions may
be effected through Piper
-3-
<PAGE>
Jaffray Inc. if the commissions, fees or other remuneration received by Piper
Jaffray Inc. are reasonable and fair compared to the commissions, fees or other
remuneration paid to other brokers or dealers or other futures commission
merchants in connection with comparable transactions involving similar
securities or similar futures contracts or options thereon being purchased or
sold on an exchange or contract market during a comparable period of time. In
effecting such transactions, the Sub-Adviser shall comply with Section 17(e)(1)
of the 1940 Act and the then-effective procedures adopted under Rule 17e-1
thereunder by the Company's Board of Directors.
(d) The Sub-Adviser shall promptly communicate to the Adviser and, if
requested by the Adviser, to the Company's Board of Directors, such information
relating to portfolio transactions as the Adviser may reasonably request. The
parties understand that the Fund shall bear all brokerage commissions in
connection with purchases and sales of portfolio securities for the Fund and all
ordinary and reasonable transaction costs in connection with purchases of such
securities in private placements and subsequent sales thereof.
6. The Sub-Adviser may (at its cost except as contemplated by paragraph 5
of this Agreement) employ, retain or otherwise avail itself of the services and
facilities of persons and entities within its own organization or any other
organization for the purpose of providing the Sub-Adviser, the Adviser or the
Fund with such information, advice or assistance, including but not limited to
advice regarding economic factors and trends and advice as to transactions in
specific securities, as the Sub-Adviser may deem necessary, appropriate or
convenient for the discharge of its obligations hereunder or otherwise helpful
to the Adviser or the Fund, or in the discharge of the Sub-Adviser's overall
responsibilities with respect to the other accounts which it serves as
investment manager or investment adviser.
7. The Sub-Adviser shall cooperate with and make available to the Adviser,
the Fund and any agents engaged by the Fund, the Sub-Adviser's expertise
relating to matters affecting the Fund.
8. For the services to be rendered under this Agreement, the Adviser shall
pay to the Sub-Adviser a monthly management fee at the annual rate of .50% of
the average daily net assets of the Fund.
Except as hereinafter set forth, compensation under this Agreement shall be
calculated and accrued daily and the amounts of the daily accruals shall be paid
monthly on the fifth day following the end of a month. Such calculations shall
be made by applying 1/365th (1/366th in a leap year) of the annual rate to the
Fund's net assets each day determined as of the close of business on that day or
the last previous business day. If this Agreement becomes effective subsequent
to the first day of a month or shall terminate before the last day of a month,
compensation for
-4-
<PAGE>
that part of the month during which this Agreement is in effect shall be
prorated in a manner consistent with the calculation of fees as set forth above.
Pursuant to the Investment Advisory and Management Agreement, the Adviser
receives monthly from the Fund compensation at the annual rate of 1.00% of the
Fund's daily net assets. If the Adviser has undertaken in the Company's
Registration Statement, as filed under the 1940 Act or elsewhere, to waive all
or part of its fee under the Investment Advisory and Management Agreement or to
reduce such fee upon order of the Board of Directors or on the vote of a
majority of the outstanding voting securities of the Fund, the Sub-Adviser's fee
payable under this Agreement will be proportionately waived or reduced in whole
or in part.
9. The Sub-Adviser shall share with the Adviser the costs of assisting the
Fund in complying with all applicable state expense limitations by waiving its
rights to receive its sub-advisory fees in an amount which bears the same ratio
to total fee reductions absorbed by the Adviser under its Investment Advisory
and Management Agreement with the Fund as sub-advisory fees which the Sub-
Adviser would otherwise be entitled to receive during the applicable period
bears to advisory fees which the Adviser would be entitled to receive during
such period had the Fund not exceeded state expense limitations.
10. The Sub-Adviser represents, warrants and agrees that:
(a) The Sub-Adviser is registered as an "investment adviser" under the
Investment Advisers Act of 1940 ("Advisers Act") and is currently in compliance
and shall at all times continue to comply with the requirements imposed upon it
by the Advisers Act and other applicable laws and regulations. The Sub-Adviser
agrees to (i) supply the Adviser with such documents as the Adviser may
reasonably request to document compliance with such laws and regulations and
(ii) immediately notify the Adviser of the occurrence of any event which would
disqualify the Sub-Adviser from serving as an investment adviser of a registered
investment company pursuant to any applicable law or regulation.
(b) The Sub-Adviser will maintain, keep current and preserve on behalf of
the Fund in the manner provided by the 1940 Act all records required by the 1940
Act with respect to the Sub-Adviser's activities hereunder. The Sub-Adviser
agrees that such records are the property of the Fund, and will be surrendered
to the Fund promptly upon request.
(c) The Sub-Adviser will complete such reports concerning purchases or
sales of securities on behalf of the Fund as the Adviser may from time to time
require to document compliance with the 1940 Act, the Advisers Act, the Internal
Revenue Code, applicable state securities laws, and other applicable laws and
regulations of regulatory and taxing authorities in countries other than the
United States.
-5-
<PAGE>
(d) After filing with the Securities and Exchange Commission any amendment
to its Form ADV, the Sub-Adviser will promptly furnish a copy of such amendment
to the Adviser.
(e) The Sub-Adviser will immediately notify the Adviser of the occurrence
of any event which would disqualify the Sub-Adviser from serving as an
investment adviser of an investment company pursuant to Section 9 of the
Investment Company Act or any other applicable statute or regulation.
11. The Adviser represents, warrants and agrees that:
(a) It has been duly authorized by the Board of Directors of the Company
to delegate to the Sub-Adviser the provision of the services contemplated
hereby.
(b) The Adviser and the Fund are currently in compliance and shall at all
times continue to comply with the requirements imposed upon the Adviser and the
Fund by applicable law and regulations.
12. The Sub-Adviser will not be liable for any error of judgment or
mistake of law or for any loss suffered by the Fund or its shareholders in
connection with the performance of its duties under this Agreement, except a
loss resulting from willful misfeasance, bad faith or gross negligence on its
part in the performance of its duties or from reckless disregard by it of its
duties under this Agreement.
13. This Agreement shall become effective as of the date first set forth
above. Unless sooner terminated as hereinafter provided, this Agreement shall
continue in effect for a period of two years from the date of its execution, and
thereafter shall continue in effect only so long as such continuance is
specifically approved at least annually (a) by the Board of Directors of the
Company or by the vote of a majority of the outstanding voting securities of the
Company, and (b) by the vote of a majority of the Directors who are not parties
to this Agreement or Interested Persons of any such parties, cast in person at a
meeting called for the purpose of voting on such approval. It shall be the duty
of the Directors of the Company to request and evaluate, and the duty of the
Adviser and Sub-Adviser to furnish, such information as may be reasonably
necessary to evaluate the terms of this Agreement and any renewal thereof.
This Agreement may be terminated at any time without the payment of any
penalty (a) by the vote of the Board of Directors of the Company or by the vote
of the holders of a majority of the outstanding voting securities of the Fund,
upon 60 days' written notice to the Adviser and the Sub-Adviser, or (b) by the
Adviser, upon 60 days' written notice to the Sub-Adviser; or (c) by the Sub-
Adviser, upon 60 days' written notice to the Adviser. This Agreement shall
automatically terminate in the
-6-
<PAGE>
event of its assignment as defined in the 1940 Act and the rules thereunder.
This Agreement shall automatically terminate upon completion of the dissolution,
liquidation or winding up of the Company.
Wherever referred to in this Agreement, the vote or approval of the holders
of a majority of the outstanding voting securities or shares of the Company
shall mean the vote of 67% or more of such shares if the holders of more than
50% of such shares are present in person or by proxy or the vote of more than
50% of such shares, whichever is less.
14. No amendment to or modification of this Agreement shall be effective
unless and until approved by the vote of a majority of the outstanding shares of
the Fund.
15. This Agreement shall be binding upon, and inure to the benefit of, the
Adviser and the Sub-Adviser, and their respective successors.
16. If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby.
17. To the extent that state law is not preempted by the provisions of any
law of the United States heretofore or hereafter enacted, as the same may be
amended from time to time, this Agreement shall be administered, construed and
enforced according to the laws of the State of Minnesota.
-7-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed on the date indicated by their officers thereunto duly authorized in
multiple counterparts, each of which shall be an original but all of which shall
constitute one of the same instrument.
PIPER CAPITAL MANAGEMENT INCORPORATED
By /s/ William H. Ellis
--------------------------------
Its President
------------------------------
EDINBURGH FUND
MANAGERS plc
By /s/
-------------------------------
Its ______________________________
-8-
<PAGE>
Exhibit 6
---------
AMENDED UNDERWRITING AND DISTRIBUTION AGREEMENT
-----------------------------------------------
THIS AGREEMENT, made as of the 21st day of June 1996, by and between Piper
Global Funds Inc., a Minnesota corporation ("Piper Global") and Piper Jaffray
Inc., a Delaware corporation (the "Distributor").
WITNESSETH:
1. Underwriting Services. Piper Global hereby engages the Distributor,
---------------------
and the Distributor hereby agrees to act, as principal underwriter for Piper
Global in the sale and distribution to the public of Piper Global's shares of
common stock, $.01 par value (the "Shares"), either through dealers or
otherwise. The Distributor agrees to offer such Shares for sale at all times
when such Shares are available for sale and may lawfully be offered for sale and
sold. The Shares may be offered in one or more series (the "Series"), with each
designated Series representing a separate portfolio of investments. The two
Series currently outstanding are Pacific-European Growth Fund and Emerging
Markets Growth Fund. Other Series may be created in the future by Piper Fund's
Board of Directors.
2. Sale of Piper Global Shares. Such Shares are to be sold only on the
---------------------------
following terms:
(a) All subscriptions, offers or sales shall be subject to acceptance or
rejection by Piper Global. Any offer or sale shall be conclusively presumed to
have been accepted by Piper Global if Piper Global shall fail to notify the
Distributor of the rejection of such offer or sale prior to the computation of
the net asset value of the Shares next following receipt by Piper Global of
notice of such offer or sale.
(b) No Share shall be sold by the Distributor for any consideration other
than cash or for any amount less than the net asset value of such Share,
computed as provided in the currently effective prospectus of the appropriate
Series of Piper Global. All Shares sold by the Distributor shall be sold at the
public offering price, as hereinafter defined, provided that, with respect to a
Series sold with a Front-End Sales Load (as hereinafter defined), the
Distributor may allow, or sell at, a discount from said public offering price to
broker-dealers that have entered into sales agreements with the Distributor,
which discount shall be no greater than the Front-End Sales Load.
(c) The public offering price of the Shares shall be the net asset value
thereof next determined following receipt of an order by the Distributor plus a
front-end sales load, if any, which shall be such percentage of the public
offering price, computed to the nearest cent, as is set forth in Section 7(a)
hereof, or as otherwise may be agreed upon in writing by Piper Global and the
Distributor and specifically approved by the Board of Directors of Piper Global
(the "Front-End Sales Load"),
<PAGE>
provided that no schedule of Front-End Sales Loads shall be effective until set
forth in a prospectus of Piper Global meeting the requirements of the Securities
Act of 1933. Said Front-End Sales Load may be graduated on a scale based upon
the dollar amount of Shares sold.
(d) In connection with purchases of $500,000 and over, a 1.00% sales load
payable upon redemption (a "Contingent Deferred Sales Load") will be imposed in
the event of a redemption transaction occurring within 24 months following such
a purchase.
(e) The Front-End Sales Load for any Series of Piper Global may, at the
discretion of Piper Global and the Distributor, be reduced or eliminated as
permitted by the Investment Company Act of 1940, and the rules and regulations
thereunder, as they may be amended from time to time, provided that such
reduction or elimination shall be set forth in the currently effective
prospectus for such Series, and provided that Piper Global shall in no event
receive for any Shares sold an amount less than the net asset value thereof. In
addition, the Contingent Deferred Sales Load for any Series of Piper Global may,
at the discretion of Piper Global and the Distributor, be reduced or eliminated
as permitted by the Investment Company Act of 1940, and the rules and
regulations thereunder, provided that such reduction or elimination shall be set
forth in the currently effective prospectus for such Series.
3. Investment of Dividends and Distributions. Piper Global may extend to
-----------------------------------------
its shareholders the right to purchase Shares of any Series (or Shares of any
series of Piper Institutional Funds Inc., Piper Funds Inc., Piper Funds Inc. --
II or any other open-end investment management companies or series thereof
managed by the Adviser) at the net asset value thereof with the proceeds of any
dividend or capital gain distribution paid or payable by a Series of Piper
Global to its shareholders.
4. Registration of Shares. Piper Global agrees to make prompt and
----------------------
reasonable efforts to effect and keep in effect, at its own expense, the
registration or qualification of its Shares for sale in such jurisdictions as
Piper Global may designate.
5. Information to be Furnished to Distributor. Piper Global agrees that
------------------------------------------
it will furnish the Distributor with such information with respect to the
affairs and accounts of Piper Global as the Distributor may from time to time
reasonably require, and further agrees that the Distributor, at all reasonable
times, shall be permitted to inspect the books and records of Piper Global.
6. Allocation of Expenses. During the period of this agreement, Piper
----------------------
Global shall pay or cause to be paid all expenses, costs and fees incurred by
Piper Global which are not assumed by the Distributor or Piper Capital
Management Incorporated (the "Adviser"). The Distributor agrees to provide, and
shall pay costs which it incurs in connection with, ongoing servicing and/or
maintenance of shareholder accounts with respect to each Series (such costs are
referred to as "Shareholder Servicing Costs"). The Distributor shall also pay
all costs of
2
<PAGE>
distributing the Shares of each Series ("Distribution Expenses"). Distribution
Expenses include, but are not limited to, initial and ongoing sales compensation
(in addition to sales loads) paid to investment executives of the Distributor
and to other broker-dealers in respect of sales of Shares of a Series and other
advertising and promotional expenses in connection with the distribution of
Shares of a Series. These advertising and promotional expenses include, by way
of example and not by way of limitation, costs of printing and mailing
prospectuses, statements of additional information and shareholders reports to
prospective investors; expenses of preparation and distribution of sales
literature; expenses of advertising of any type; an allocation of the
Distributor's overhead and other expenses related to the distribution of Shares
of a Series; and payments to, and expenses of, officers, employees or
representatives of the Distributor, of other broker-dealers, banks or other
financial institutions, and of any other persons who provide support services in
connection with the distribution of Shares of a Series, including travel,
entertainment and telephone expenses. Shareholder Servicing Costs include, but
not limited to, an allocation of the Distributor's overhead and payments made to
persons, including employees of the Distributor, who respond to inquiries of
shareholders regarding their ownership of Shares or their accounts with a
Series, or who provide other administrative or accounting services not otherwise
required to be provided by the investment adviser or the transfer agent for the
Series. The investment adviser, rather than the Distributor, may bear the
expenses referred to in this section, but the Distributor shall be liable for
such expenses until paid.
7. Compensation to Distributor. As compensation for all of its services
---------------------------
provided and its costs assumed under this Agreement, the Distributor shall
receive the following forms and amounts of compensation:
(a) The Distributor shall receive the difference between the total amount
charged and received by the Distributor as the purchase price for the Shares and
the net asset value thereof. For each of Pacific-European Growth Fund and
Emerging Markets Growth Fund, such difference shall be equal to the Front-End
Sales Loads indicated below as a percentage of the public offering price and the
net asset value. As indicated, the Front-End Sales Loads are reduced on a
graduated scale on single purchases of $100,000 or more. Front-End Sales Loads
for any future Series shall be set forth in an amendment to this Agreement.
<TABLE>
<CAPTION>
Front-End Front-End
Sales Load as Sales Load as
Amount of Transaction a Percentage of a Percentage of
at Offering Price Offering Price Net Asset Value
- --------------------- ---------------- ----------------
<S> <C> <C>
Less than $100,000.................. 4.00% 4.17%
$100,000 but less than $250,000..... 3.25% 3.36%
$250,000 but less than $500,000..... 2.50% 2.56%
$500,000 and over................... 0% 0%
</TABLE>
3
<PAGE>
Up to the entire amount of the Front-End Sales Load set forth above with
respect to each Series may be reallowed by the Distributor to broker-dealers in
connection with the sale of the Shares of such Series. The amount of the Front-
End Sales Loads set forth above may be retained or deducted by the Distributor
from any sums received by it in payment for Shares so sold. If such amount is
not deducted by the Distributor from such payments, such amount shall be paid to
the Distributor by Piper Global not later than five business days after the
close of any month during which any such sales were made by the Distributor and
payment received by Piper Global.
(b) For each of Pacific-European Growth Fund and Emerging Markets Growth
Fund, in connection with sales of $500,000 and over, a Contingent Deferred Sales
Load will be imposed on the shareholder and paid to the Distributor in the event
of a redemption transaction occurring within 24 months following such purchase.
Such Contingent Deferred Sales Load shall be equal to 1.00% of the offering
price.
No Contingent Deferred Sales Load will be imposed when a shareholder
redeems (i) shares held for longer than 24 months, (ii) amounts representing an
increase in the value of shares due to capital appreciation, or (iii) shares
purchased through reinvestment of dividends or capital gain distributions. In
determining whether a Contingent Deferred Sales Load is payable, shares that are
not subject to any Contingent Deferred Sales Load will be redeemed first, and
other shares will then be redeemed in the order purchased.
With respect to cumulative purchases of shares of a Pacific-European Growth
Fund or Emerging Markets Growth Fund in excess of $500,000, the Distributor will
pay its investment executives and other broker-dealers a fee of up to 1.00% of
the first $1,000,000 of the offering price, .75% of the next $2,000,000 of the
offering price, .50% of the next $2,000,000 of the offering price, .25% of the
next $5,000,000 of the offering price, and $.15% of the offering price in excess
of $10,000,000. Such payments may be revised from time to time as agreed upon
by Piper Global and the Distributor and are not reimbursable under either
Series' Rule 12b-1 plan.
(c) (i) Pursuant to Piper Global's Distribution Plan adopted on behalf of
Emerging Markets Growth Fund in accordance with Rule 12b-1 under the Investment
Company Act of 1940 (the "Emerging Markets Plan"), Emerging Markets Growth Fund
shall pay the Distributor a total fee each month equal to .50% per annum of the
average daily net assets of such series to cover Distribution Expenses and
Shareholder Servicing Costs. As determined from time to time by the Board of
Directors of Piper Global, a portion of such fee shall be designated as a
"distribution fee" designed to cover Distribution Expenses and a portion shall
be designated as a "shareholder servicing fee" designed to cover Shareholder
Servicing Costs. Average daily net assets shall be computed in accordance with
the currently effective prospectus of such Series.
4
<PAGE>
(ii) Amounts payable to the Distributor under the Emerging Markets
Plan may exceed or be less than the Distributor's actual Distribution Expenses
and Shareholder Servicing Costs. In the event such Expenses and Costs exceed
amounts payable to the Distributor under the Emerging Markets Plan, the
Distributor shall not be entitled to reimbursement by Emerging Markets Growth
Fund or Piper Global.
(d) (i) Pursuant to Piper Global's Distribution Plan adopted on behalf of
Pacific-European Growth Fund in accordance with Rule 12b-1 under the Investment
Company Act of 1940 (the "Pacific-European Plan"), Pacific-European Growth Fund
shall reimburse the Distributor for the Distributor's actual Distribution
Expenses and Shareholder Servicing Costs, in an amount not to exceed .50% per
annum of the average daily net assets of such Series. All such reimbursements
will be based upon the actual Distribution Expenses and Shareholder Servicing
Costs incurred with respect to such Series. Average daily net assets shall be
computed in accordance with the currently effective prospectus of such Series.
(ii) On or before the 15th day of each month, the Distributor shall
provide Pacific-European Growth Fund with an itemized list of costs of
distribution incurred during the preceding month reimbursable under this
Agreement and the Pacific-European Plan for which the Distributor desires to be
reimbursed. Pacific-European Growth Fund shall reimburse the Distributor for
such costs within 30 days of receipt of such itemized list. Pacific-European
Growth Fund may, in any month, reimburse the Distributor for costs in excess of
1/12 of the per annum limitation of subparagraph (i) above, but in no event
shall the total reimbursement made by such Series in any calendar year exceed
such limitation.
(iii) In the event the Distributor's Shareholder Servicing Costs and
Distribution Expenses exceed the maximum amount reimbursable pursuant to the
Pacific-European Plan and this Agreement, the Distributor shall not be entitled
to reimbursement by Pacific-European Growth Fund or Piper Global.
(e) In each year during which this Agreement remains in effect, the
Distributor will prepare and furnish to the Board of Directors of Piper Global,
and the Board will review, on a quarterly basis, written reports complying with
the requirements of Rule 12b-1 under the Investment Company Act of 1940, as
amended, that set forth the amounts expended under this Agreement, the Emerging
Markets Plan and the Pacific-European Plan and the purposes for which those
expenditures were made.
8. Limitation of Distributor's Authority. The Distributor shall be deemed
-------------------------------------
to be an authorized independent contractor and, except as specifically provided
or authorized herein, shall have no authority to act for or represent Piper
Global. In connection with its role as underwriter of the Shares of Piper
Global, the Distributor shall at all times be deemed an agent of Piper Global
and shall sell Piper Global Shares to purchasers thereof as agent and not as
principal.
5
<PAGE>
9. Subscription for Shares; Refund for Canceled Orders. The Distributor
---------------------------------------------------
shall subscribe for the Shares of Piper Global only for the purpose of covering
purchase orders already received by it or for the purpose of investment for its
own account. In the event that an order for the purchase of Shares is placed
with the Distributor by a customer or dealer and subsequently canceled, the
Distributor shall forthwith cancel the subscription for such Shares entered on
the book of Piper Global and, if the Distributor has paid Piper Global for such
Shares, shall be entitled to receive from Piper Global in refund of such payment
the lesser of:
(a) the consideration received by Piper Global for said Shares; or
(b) the Net Asset Value of such Shares at the time of cancellation
by the Distributor.
10. Indemnification of Piper Global. The Distributor agrees to indemnify
-------------------------------
Piper Global against any and all litigation and other legal proceedings of any
kind or nature and against any liability, judgment, cost or penalty imposed as a
result of such litigation or proceedings in any way arising out of or in
connection with the sale or distribution of the Shares of Piper Global by the
Distributor. In the event of the threat or institution of any such litigation
or legal proceedings against Piper Global, the Distributor shall defend such
action on behalf of Piper Global at its own expense, and shall pay any such
liability, judgment, cost or penalty resulting therefrom, whether imposed by
legal authority or agreed upon by way of compromise and settlement; provided,
however, that the Distributor shall not be required to pay or reimburse Piper
Global for any liability, judgment, cost or penalty incurred as a result of
information supplied to the Distributor by or as a result of an omission to
supply information to the Distributor by Piper Global or a director, officer or
employee of Piper Global who is not an Interested Person of the Distributor (as
defined in Section 2(a)(19) of the Investment Company Act of 1940 and the rules,
regulations and releases relating thereto), unless the information so supplied
or omitted was available to the Distributor or Piper Global's investment adviser
without recourse to Piper Global or any such Interested Person of Piper Global.
11. Freedom to Deal With Third Parties. The Distributor shall be free to
----------------------------------
render to others services of a nature either similar to or different from those
rendered under this contract, except such as may impair its performance of the
services and duties to be rendered by it hereunder.
12. Effective Date, Duration and Termination of Agreement. The effective
-----------------------------------------------------
date of this Agreement shall be the date first set forth above. Wherever
referred to in this Agreement, the vote or approval of the holders of a majority
of the outstanding Shares of Piper Global or of a Series of Piper Global shall
mean the vote of 67% or more of such Shares if the holders of more than 50% of
such Shares are
6
<PAGE>
present in person or by proxy or the vote of more than 50% of such Shares,
whichever is less.
Unless sooner terminated as hereinafter provided, this Agreement shall
continue in effect from year to year with respect to each Series, but only so
long as such continuance is specifically approved at least annually (a) by the
Board of Directors of Piper Global or by the vote of a majority of the
outstanding voting securities of the applicable Series, and (b) by the vote of a
majority of the directors who are not Interested Persons of Piper Global or of
the Distributor and who have no direct or indirect financial interest in the
operation of this Agreement, or in any agreements relating to this Agreement,
cast in person at a meeting called for the purpose of voting on such approval.
This Agreement may be terminated at any time without the payment of any
penalty by the vote of a majority of the members of the Board of Directors of
Piper Global who are not Interested Persons of Piper Global and who have no
direct or indirect financial interest in the operation of this Agreement or in
any agreements relating to this Agreement, or by the Distributor, upon not more
than 60 days' written notice to the other party. This Agreement may be
terminated with respect to a particular Series at any time without the payment
of any penalty by the vote of the holders of a majority of the outstanding
Shares of such Series, upon 60 days' written notice to the Distributor. This
Agreement shall automatically terminate in the event of its assignment.
13. Amendments to Agreement. No material amendment to this Agreement
-----------------------
shall be effective until approved by the Distributor and by the vote of a
majority of the Board of Directors of Piper Global who are not Interested
Persons of the Distributor.
14. Notices. Any notices under this Agreement shall be in writing,
-------
addressed, delivered or mailed, postage prepaid, to the other party at such
address as such other party may designate in writing for the receipt of such
notice.
IN WITNESS WHEREOF, Piper Global and the Distributor have caused this
Agreement to be executed by their duly authorized officers as of the day and
year first above written.
PIPER JAFFRAY INC. PIPER GLOBAL FUNDS INC.
By /s/ Dan L. Lastavich By /s/ Robert H. Nelson
----------------------------------- ------------------------------------
Its Managing Director Its Senior Vice President
------------------------------ -------------------------------
7
<PAGE>
Exhibit 9.1
SHAREHOLDER ACCOUNT SERVICING AGREEMENT
THIS AGREEMENT, made this 21st day of June 1996, by and between Piper
Global Funds Inc., a Minnesota corporation (the "Company"), on behalf of each
series of the Company's common stock (such series are referred to herein
individually as a "Fund" and collectively as the "Funds"), and Piper Trust
Company, a Minnesota corporation ("Piper Trust").
WITNESSETH:
WHEREAS, the Company has entered into an Agency Agreement with Investors
Fiduciary Trust Company ("IFTC") pursuant to which IFTC was appointed as
Transfer Agent and Dividend Disbursing Agent for the Funds; and
WHEREAS, management of the Company has determined that it would be in the
best interests of each Fund and its shareholders to maintain with IFTC certain
omnibus accounts, with each such account representing the accounts of a number
of individual shareholders who maintain accounts with Piper Trust, and to have
Piper Trust provide transfer agent and dividend disbursing agent services for
such underlying individual shareholder accounts.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the parties hereto agree as follows:
1. Scope of Appointment.
--------------------
(a) Subject to the conditions set forth in this Agreement, the Company
hereby appoints Piper Trust to perform certain transfer agent and dividend
disbursing agent services, and Piper Trust accepts such appointment.
(b) Such services shall be provided with respect to all individual
shareholder accounts encompassed within the omnibus accounts referenced above.
(c) Piper Trust agrees to provide the necessary facilities, equipment and
personnel to perform its duties and obligations hereunder in accordance with
industry practice.
(d) Piper Trust agrees to perform the usual and ordinary services of
transfer agent and dividend disbursing agent not performed by IFTC with respect
to the shareholder accounts outlined in Section 1(b), including, without
limitation, the following: maintaining all shareholder accounts; preparing
shareholder meeting lists; mailing shareholder reports and prospectuses;
tracking shareholder accounts for blue sky and Rule 12b-1 purposes; withholding
taxes on non-resident alien and foreign corporation accounts; preparing and
mailing checks for disbursement of income dividends and capital gains
distributions; preparing and filing U.S. Treasury
<PAGE>
Department Form 1099 for all shareholders; preparing and mailing confirmation
forms to shareholders and dealers with respect to all purchases, exchanges and
liquidations of Fund shares and other transactions in shareholder accounts for
which confirmations are required; recording reinvestments of dividends and
distributions in Fund shares; recording redemptions of Fund shares; and
preparing and mailing checks for payments upon redemption and for disbursements
to withdrawal plan holders.
(e) Piper Trust shall perform all services relating to shareholder
transactions, share redemptions and maintaining shareholder accounts on the same
business day as the request for the transaction is received. Piper Trust shall
perform all services relating to payout of monies no later than three business
days following the date of receipt of the request for the transaction. Piper
Trust shall perform all services relating to the provision of confirmations no
later than three business days following the transaction. Any activities not
enumerated will be fulfilled no later than the time required by applicable law.
In each case the time standards will be adjusted to meet any applicable
requirements of law. The time frames above include not only the performance of
the activity, but the appropriate quality control and mailing of the related
checks, confirms, letters or other documents.
Piper Trust will maintain records of its performance, available to the
Company for inspection upon reasonable notice.
2. Compensation. As compensation for the services to be provided by Piper
------------
Trust hereunder, each Fund will pay to Piper Trust an annual per-account fee as
set forth in Exhibit A hereto. Such fee shall be payable on a monthly basis at
a rate of 1/12th of the annual per-account charge, with payment being made
within ten business days following the end of the month covered by such payment.
Such fee covers all services outlined in Section 1(d) with the exception of
preparing shareholder meeting lists and mailing shareholder reports and
prospectuses. These services, along with proxy processing (if applicable) and
other special service requests, will be billable as performed at a mutually
agreed upon fee in addition to the annual fee as noted, provided that such
mutually agreed upon fee shall be fair and reasonable in light of the usual and
customary charges made by others for services of the same nature and quality.
3. Records.
-------
(a) Piper Trust will maintain customary records in connection with its
agency appointment hereunder, and in particular will maintain those records
required to be maintained pursuant to subparagraph 2(iv) of paragraph (b) of
Rule 31a-1 under the Investment Company Act of 1940, as amended (the "1940
Act").
2
<PAGE>
(b) To the extent required by Section 31 of the 1940 Act and the rules and
regulations thereunder, Piper Trust agrees that all records maintained by Piper
Trust relating to the services to be performed by it under this Agreement are
the property of the Company and will be preserved in accordance with Rule 31a-2
under the 1940 Act and will be surrendered promptly to the Company upon request.
4. Complaints and Regulatory Actions. Piper Trust and the Company shall
---------------------------------
cooperate fully in any securities regulatory investigation or proceeding or
judicial proceeding with respect to Piper Trust, the Company, their affiliates
(as defined in the 1940 Act) and/or their agents, representatives or employees
to the extent that such investigation or proceeding is in connection with the
services subject to this Agreement. Without limiting the foregoing, the parties
shall notify each other promptly of the receipt of notice of any such
investigation or proceeding and of any customer complaint relating to or learned
of in the course of the provision of services subject to this Agreement.
In the case of any such customer complaint, Piper Trust and the Company and
their affiliates shall cooperate in investigating such complaint. Any response
to a customer complaint relating to the Company must be approved in writing by
the Company prior to it being sent to the customer or any regulatory authority.
The Company agrees to review any such response to such substantive complaint
prepared by Piper Trust within three (3) business days of its receipt by the
Company, except that, if a more prompt response is required, the Company shall
review such response within the required shorter time period. Any response by
Piper Trust to a customer complaint which relates to Piper Trust or its
affiliates shall be provided to the Company no later than the time it is
provided to the customer or any regulatory authority.
5. Indemnification.
---------------
(a) Piper Trust will not be responsible for, and the Company will hold
harmless and indemnify Piper Trust from and against, any loss by or liability to
the Company or a third party, including attorneys' fees, in connection with any
claim or suit asserting any such liability arising out of or attributable to
actions taken by Piper Trust pursuant to this Agreement, unless Piper Trust has
acted negligently or in bad faith. Without limitation of the foregoing:
(i) at any time Piper Trust may apply to any officer of the
Company for instructions, and may consult with legal counsel for the
Company or its own legal counsel at the expense of the Company, with
respect to any matter arising in connection with its agency, and Piper
Trust will not be liable for any action taken or omitted by it in good
faith reliance upon such instructions or upon the opinion of such counsel;
and
3
<PAGE>
(ii) Piper Trust may rely upon and will be protected in acting
upon any paper or document reasonably believed by it to be genuine and to
have been signed by the proper person or persons and will not be held to
have notice of any change of authority of any person until receipt of
written notice thereof from the Company.
(b) Piper Trust will hold harmless and indemnify the Company from and
against any loss or liability arising out of Piper Trust's failure to comply
with the terms of this Agreement or arising out of Piper Trust's negligence,
misconduct or bad faith.
6. Interpretation; Governing Law. This Agreement shall be subject to and
-----------------------------
interpreted in accordance with all applicable provisions of law, including,
without limitation, the 1940 Act and the rules and regulations promulgated
thereunder. To the extent the provisions herein contained conflict with any
such applicable provisions of law, the latter shall control. The laws of the
State of Minnesota shall otherwise govern the construction, validity and effect
of this Agreement.
7. Effective Date; Duration; Termination.
-------------------------------------
(a) This Agreement shall be effective as of the date first set forth
above.
(b) Unless sooner terminated as hereinafter provided, this Agreement shall
continue in effect from year to year but only so long as such continuance is
specifically approved at least annually by the Board of Directors of the
Company, including a majority of the Directors who are not parties to this
Agreement or "interested persons" of any such party (as defined in the 1940
Act), by vote cast in person at a meeting called for the purpose of voting on
such approval.
(c) This Agreement may be terminated at any time without the payment of
any penalty by either party upon not less than 60 days' written notice to the
other party. Upon the effective termination date, Piper Trust shall make
available to the Company or its designated record keeping successor all of the
records of the Company maintained under this Agreement then in Piper Trust's
possession.
(d) This Agreement shall automatically terminate in the event of its
assignment (as defined by the provisions of the 1940 Act) unless such assignment
is approved in advance by the Board of Directors, including a majority of the
directors of the Company who are not parties to this Agreement or "interested
persons" of any such party (as defined in the 1940 Act).
8. Amendments. No material amendment to this Agreement shall be effective
----------
until approved by Piper Trust and by a vote of the Board of Directors of the
4
<PAGE>
Company, including a majority of the Directors who are not parties to this
Agreement or "interested persons" of any such party (as defined in the 1940
Act).
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their duly authorized officers as of the day and year first above
written.
ATTEST: PIPER GLOBAL FUNDS INC.
/s/ Brian Patterson By /s/ Robert H. Nelson
- -------------------------- ---------------------------
Its Senior Vice President
-----------------------
ATTEST: PIPER TRUST COMPANY
/s/ Brian Patterson By /s/ E. Peter Gillette, Jr.
- -------------------------- ---------------------------
Its President
-----------------------
5
<PAGE>
Exhibit A to Shareholder Account Servicing Agreement
Schedule of Charges
Money Market Fund Accounts
- --------------------------
$9.00 per active account
$6.00 per inactive account
Daily Dividend Accrual Fund Accounts (Not including money market funds)
- -----------------------------------------------------------------------
$7.50 per active account
$1.60 per closed account
Non-Daily Accrual Fund Accounts
- -------------------------------
$6.00 per active account
$1.60 per closed account
For Money Market Fund Accounts: An active account is defined as an account that
has a balance of shares and requires a statement for the current month. An
inactive account is defined as an account that has a balance of shares but does
not require a statement for the current month.
For Non-Money Market Fund Accounts: An active account is defined as an account
that has a balance of shares. A closed account is defined as an account that
does not have a balance of shares but has had activity within the past 12
months.
6
<PAGE>
Exhibit 9.2
SHAREHOLDER ACCOUNT SERVICING AGREEMENT
THIS AGREEMENT, made this 21st day of June 1996, by and between Piper
Global Funds Inc., a Minnesota corporation (the "Company"), on behalf of each
series of the Company's common stock (such series are referred to herein
individually as a "Fund" and collectively as the "Funds"), and Piper Jaffray
Inc., a Delaware corporation ("Piper Jaffray").
WITNESSETH:
WHEREAS, the Company has entered into an Agency Agreement with Investors
Fiduciary Trust Company ("IFTC") pursuant to which IFTC was appointed as
Transfer Agent and Dividend Disbursing Agent for the Funds; and
WHEREAS, management of the Company has determined that it would be in the
best interests of each Fund and its shareholders to maintain with IFTC certain
omnibus accounts, with each such account representing the accounts of a number
of individual shareholders who maintain accounts with Piper Jaffray, and to have
Piper Jaffray provide transfer agent and dividend disbursing agent services for
such underlying individual shareholder accounts.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the parties hereto agree as follows:
1. Scope of Appointment.
--------------------
(a) Subject to the conditions set forth in this Agreement, the Company
hereby appoints Piper Jaffray to perform certain transfer agent and dividend
disbursing agent services, and Piper Jaffray accepts such appointment.
(b) Such services shall be provided with respect to all individual
shareholder accounts encompassed within the omnibus accounts referenced above.
(c) Piper Jaffray agrees to provide the necessary facilities, equipment
and personnel to perform its duties and obligations hereunder in accordance with
industry practice.
(d) Piper Jaffray agrees to perform the usual and ordinary services of
transfer agent and dividend disbursing agent not performed by IFTC with respect
to the shareholder accounts outlined in Section 1(b), including, without
limitation, the following: maintaining all shareholder accounts; preparing
shareholder meeting lists; mailing shareholder reports and prospectuses;
tracking shareholder accounts for blue sky and Rule 12b-1 purposes; withholding
taxes on non-resident alien and foreign corporation accounts; preparing and
mailing checks for disbursement of income dividends and capital gains
distributions; preparing and filing U.S. Treasury
<PAGE>
Department Form 1099 for all shareholders; preparing and mailing confirmation
forms to shareholders and dealers with respect to all purchases, exchanges and
liquidations of Fund shares and other transactions in shareholder accounts for
which confirmations are required; recording reinvestments of dividends and
distributions in Fund shares; recording redemptions of Fund shares; and
preparing and mailing checks for payments upon redemption and for disbursements
to withdrawal plan holders.
(e) Piper Jaffray shall perform all services relating to shareholder
transactions, share redemptions and maintaining shareholder accounts on the same
business day as the request for the transaction is received. Piper Jaffray
shall perform all services relating to payout of monies no later than three
business days following the date of receipt of the request for the transaction.
Piper Jaffray shall perform all services relating to the provision of
confirmations no later than three business days following the transaction. Any
activities not enumerated will be fulfilled no later than the time required by
applicable law. In each case the time standards will be adjusted to meet any
applicable requirements of law. The time frames above include not only the
performance of the activity, but the appropriate quality control and mailing of
the related checks, confirms, letters or other documents.
Piper Jaffray will maintain records of its performance, available to the
Company for inspection upon reasonable notice.
2. Compensation. As compensation for the services to be provided by Piper
------------
Jaffray hereunder, each Fund will pay to Piper Jaffray an annual per-account fee
as set forth in Exhibit A hereto. Such fee shall be payable on a monthly basis
at a rate of 1/12th of the annual per-account charge, with payment being made
within ten business days following the end of the month covered by such payment.
Such fee covers all services outlined in Section 1(d) with the exception of
preparing shareholder meeting lists and mailing shareholder reports and
prospectuses. These services, along with proxy processing (if applicable) and
other special service requests, will be billable as performed at a mutually
agreed upon fee in addition to the annual fee as noted, provided that such
mutually agreed upon fee shall be fair and reasonable in light of the usual and
customary charges made by others for services of the same nature and quality.
3. Records.
-------
(a) Piper Jaffray will maintain customary records in connection with its
agency appointment hereunder, and in particular will maintain those records
required to be maintained pursuant to subparagraph 2(iv) of paragraph (b) of
Rule 31a-1 under the Investment Company Act of 1940, as amended (the "1940
Act").
2
<PAGE>
(b) To the extent required by Section 31 of the 1940 Act and the rules and
regulations thereunder, Piper Jaffray agrees that all records maintained by
Piper Jaffray relating to the services to be performed by it under this
Agreement are the property of the Company and will be preserved in accordance
with Rule 31a-2 under the 1940 Act and will be surrendered promptly to the
Company upon request.
4. Complaints and Regulatory Actions. Piper Jaffray and the Company shall
---------------------------------
cooperate fully in any securities regulatory investigation or proceeding or
judicial proceeding with respect to Piper Jaffray, the Company, their affiliates
(as defined in the 1940 Act) and/or their agents, representatives or employees
to the extent that such investigation or proceeding is in connection with the
services subject to this Agreement. Without limiting the foregoing, the parties
shall notify each other promptly of the receipt of notice of any such
investigation or proceeding and of any customer complaint relating to or learned
of in the course of the provision of services subject to this Agreement.
In the case of any such customer complaint, Piper Jaffray and the Company
and their affiliates shall cooperate in investigating such complaint. Any
response to a customer complaint relating to the Company must be approved in
writing by the Company prior to it being sent to the customer or any regulatory
authority. The Company agrees to review any such response to such substantive
complaint prepared by Piper Jaffray within three (3) business days of its
receipt by the Company, except that, if a more prompt response is required, the
Company shall review such response within the required shorter time period. Any
response by Piper Jaffray to a customer complaint which relates to Piper Jaffray
or its affiliates shall be provided to the Company no later than the time it is
provided to the customer or any regulatory authority.
5. Fund Shares Held on Behalf of Piper Jaffray Clients. Fund shares held
---------------------------------------------------
by Piper Jaffray on behalf of a client of Piper Jaffray shall be carried in a
custody account for the exclusive benefit of clients of Piper Jaffray and shall
not be subject to any right, charge, security interest, lien or other claim
against Piper Jaffray in favor of the Company or any Fund.
6. Indemnification.
---------------
(a) Piper Jaffray will not be responsible for, and the Company will hold
harmless and indemnify Piper Jaffray from and against, any loss by or liability
to the Company or a third party, including attorneys' fees, in connection with
any claim or suit asserting any such liability arising out of or attributable to
actions taken by Piper Jaffray pursuant to this Agreement, unless Piper Jaffray
has acted negligently or in bad faith. Without limitation of the foregoing:
3
<PAGE>
(i) at any time Piper Jaffray may apply to any officer of the
Company for instructions, and may consult with legal counsel for the
Company or its own legal counsel at the expense of the Company, with
respect to any matter arising in connection with its agency, and Piper
Jaffray will not be liable for any action taken or omitted by it in good
faith reliance upon such instructions or upon the opinion of such counsel;
and
(ii) Piper Jaffray may rely upon and will be protected in acting
upon any paper or document reasonably believed by it to be genuine and to
have been signed by the proper person or persons and will not be held to
have notice of any change of authority of any person until receipt of
written notice thereof from the Company.
(b) Piper Jaffray will hold harmless and indemnify the Company from and
against any loss or liability arising out of Piper Jaffray's failure to comply
with the terms of this Agreement or arising out of Piper Jaffray's negligence,
misconduct or bad faith.
7. Interpretation; Governing Law. This Agreement shall be subject to and
-----------------------------
interpreted in accordance with all applicable provisions of law, including,
without limitation, the 1940 Act and the rules and regulations promulgated
thereunder. To the extent the provisions herein contained conflict with any
such applicable provisions of law, the latter shall control. The laws of the
State of Minnesota shall otherwise govern the construction, validity and effect
of this Agreement.
8. Effective Date; Duration; Termination.
-------------------------------------
(a) This Agreement shall be effective as of the date first set forth
above.
(b) Unless sooner terminated as hereinafter provided, this Agreement shall
continue in effect from year to year but only so long as such continuance is
specifically approved at least annually by the Board of Directors of the
Company, including a majority of the Directors who are not parties to this
Agreement or "interested persons" of any such party (as defined in the 1940
Act), by vote cast in person at a meeting called for the purpose of voting on
such approval.
(c) This Agreement may be terminated at any time without the payment of
any penalty by either party upon not less than 60 days' written notice to the
other party. Upon the effective termination date, Piper Jaffray shall make
available to the Company or its designated record keeping successor all of the
records of the Company maintained under this Agreement then in Piper Jaffray's
possession.
(d) This Agreement shall automatically terminate in the event of its
assignment (as defined by the provisions of the 1940 Act) unless such assignment
is
4
<PAGE>
approved in advance by the Board of Directors, including a majority of the
directors of the Company who are not parties to this Agreement or "interested
persons" of any such party (as defined in the 1940 Act).
9. Amendments. No material amendment to this Agreement shall be effective
----------
until approved by Piper Jaffray and by a vote of the Board of Directors of the
Company, including a majority of the Directors who are not parties to this
Agreement or "interested persons" of any such party (as defined in the 1940
Act).
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their duly authorized officers as of the day and year first above
written.
ATTEST: PIPER GLOBAL FUNDS INC.
/S/ Brian Patterson By/s/ Robert H. Nelson
- -------------------------- --------------------------
Its Senior Vice President
--------------------------
ATTEST: PIPER JAFFRAY INC.
/s/ Brian Patterson By Dan L. Lastavich
- ------------------------- -------------------------
Its Managing Director
-------------------------
5
<PAGE>
Exhibit A to Shareholder Account Servicing Agreement
Schedule of Charges
Money Market Fund Accounts
- --------------------------
$9.00 per active account
$6.00 per inactive account
Daily Dividend Accrual Fund Accounts (Not including money market funds)
- -----------------------------------------------------------------------
$7.50 per active account
$1.60 per closed account
Non-Daily Accrual Fund Accounts
- -------------------------------
$6.00 per active account
$1.60 per closed account
For Money Market Fund Accounts: An active account is defined as an account that
has a balance of shares and requires a statement for the current month. An
inactive account is defined as an account that has a balance of shares but does
not require a statement for the current month.
For Non-Money Market Fund Accounts: An active account is defined as an account
that has a balance of shares. A closed account is defined as an account that
does not have a balance of shares but has had activity within the past 12
months.
6
<PAGE>
Exhibit 10
Piper Global Funds Inc.
222 South Ninth Street
Minneapolis, Minnesota 55402
Ladies and Gentlemen:
We have acted as counsel to Piper Global Funds Inc., a Minnesota
corporation (the "Fund"), in connection with a Registration Statement on Form N-
1A (File No. 33-33534) (the "Registration Statement") relating to the sale by
the Fund of an indefinite number of shares of the Fund's Series B common stock,
par value of $.01 per share (the "Shares").
We have examined such documents and have reviewed such questions of
law as we have considered necessary and appropriate for the purposes of our
opinions set forth below. In rendering our opinions set forth below, we have
assumed the authenticity of all documents submitted to us as originals, the
genuineness of all signatures and the conformity to authentic originals of all
documents submitted to us as copies. We have also assumed the legal capacity
for all purposes relevant hereto of all natural persons and, with respect to all
parties to agreements or instruments relevant hereto other than the Fund, that
such parties had the requisite power and authority (corporate or otherwise) to
execute, deliver and perform such agreements or instruments, that such
agreements or instruments have been duly authorized by all requisite action
(corporate or otherwise), executed and delivered by such parties and that such
agreements or instruments are the valid, binding and enforceable obligations of
such parties. As to questions of fact material to our opinions, we have relied
upon certificates of officers of the Fund and of public officials. We have also
assumed that the Shares will be issued and sold as described in the Registration
Statement.
Based on the foregoing, we are of the opinion that the Shares have
been duly authorized by all requisite corporate action and, upon issuance,
delivery and payment therefore as described in the Registration Statement, will
be validly issued, fully paid and nonassessable.
Our opinions expressed above are limited to the laws of the State of
Minnesota.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
<PAGE>
Counsel" on the back cover of the Prospectus constituting part of the
Registration Statement.
Dated: June 27, 1996
Very truly yours,
/s/ Dorsey & Whitney LLP
KLP
<PAGE>
Exhibit 11
==========
[LETTERHEAD OF KPMG PEAT MARWICK LLP APPEARS HERE]
Independent Auditor's Consent
The Board of Directors
Piper Global Funds Inc.:
We consent to the use of our report dated August 18, 1995, except as to note 7,
which is as of June 21, 1996, relating to the June 30, 1995 financial statements
and financial highlights of Emerging Markets Growth Fund, a series of Piper
Global Funds Inc. (formerly Hercules Latin American Value Fund, a series of
Hercules Funds Inc.), included herein. We also consent to the reference to our
Firm under the headings "FINANCIAL HIGHLIGHTS" in Part A and "FINANCIAL
STATEMENTS" in Part B of the Registration Statement.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Minneapolis, Minnesota
June 25, 1996
<PAGE>
Exhibit 15.2
PIPER GLOBAL FUNDS INC.
PLAN OF DISTRIBUTION
for
EMERGING MARKETS GROWTH FUND
This Plan of Distribution (the "Plan") is adopted by Piper Global Funds
Inc., a Minnesota corporation (the "Company"), with respect to the Emerging
Markets Growth Fund (the "Fund") series of the Company and such other series of
the Company established in the future (together, the "Series") as may be
determined by the Board of Directors of Company and set forth in an amendment to
this Plan, pursuant to Rule 12b-1 (the"Rule") under the Investment Company Act
of 1940, as amended (the"1940 Act"), subject to the following terms and
conditions:
1. Compensation. The Fund will pay Piper Jaffray Inc.
------------
(the "Distributor") a total fee in connection with the servicing of Fund
shareholder accounts and in connection with distribution related services
provided in respect of the Fund, calculated daily and paid monthly at the annual
rate of .50% of the value of the average daily net assets of the Fund. A
portion of such total fee will be payable as a Servicing Fee and a portion will
be payable as a Distribution Fee, as determined from time to time by the
Company' Board of Directors.
2. Expenses Covered by the Plan.
----------------------------
(a) The Servicing Fee may be used by the Distributor to cover
all expenses incurred by the Distributor in connection with the ongoing
servicing and/or maintenance of shareholder accounts with respect to the
Fund. Such expenses include, but are not limited to, an allocation of the
Distributor's overhead and payments made to persons, including employees
of the Distributor, and institutions who respond to inquiries of
shareholders of the Fund regarding their ownership of shares or their
accounts with the Fund or who provide other administrative or accounting
services not otherwise required to be provided by the Fund's investment
adviser, transfer agent or other agents of the Fund.
(b) The Distribution Fee may be used by the Distributor to
provide initial and ongoing sales compensation to its investment executives
and to other broker-dealers in respect of sales of Fund shares and to pay
for other advertising and promotional expenses in connection with the
distribution of shares of the Fund. These advertising and promotional
expenses include, by way of example but not by way of limitation, costs of
printing and mailing prospectuses, statements of additional information and
shareholder reports to prospective investors; preparation and distribution
of sales literature; advertising of any type; an allocation of overhead and
other expenses of the Distributor related to the distribution of Fund
shares; and payments to, and expenses of, officers, employees or
representatives of the Distributor, of other broker-dealers, banks or other
financial institutions, and of any other persons who provide support
services in connection with the distribution of Fund shares, including
travel, entertainment and telephone expenses.
(c) Payments under the Plan are not tied exclusively to the
expenses for shareholder servicing and distribution-related activities
actually incurred by the Distributor, so that such payments may exceed
expenses actually incurred by the Distributor. The Company' Board of
Directors will evaluate the appropriateness of the Plan and its payment
terms on a continuing basis and in doing so will consider all relevant
factors, including expenses borne by the Distributor and amounts it
receives under the Plan.
3. Payments by Adviser. The adviser to the Fund may, at its option,
-------------------
make payments from its own resources to cover the costs of additional
distribution activities.
<PAGE>
4. Approval by Directors. The Plan shall continue in effect for
---------------------
a period of more than one year from the date of its adoption only so long as the
Plan, together with any related agreements, has been approved by a majority vote
of both (a) the full Board of Directors of the Company and (b) those Directors
who are not interested persons of the Company and who have no direct or indirect
financial interest in the operation of the Plan or in any agreements related to
it (the "Independent Directors"), cast in person at a meeting called for the
purpose of voting on the Plan and the related agreements.
5. Continuance of the Plan. The Plan will continue in effect from
-----------------------
year to year so long as its continuance is specifically approved annually by
vote of the Company' Board of Directors in the manner described in Section 4
above.
6. Termination. The Plan may be terminated at any time, without
-----------
penalty, by vote of a majority of the Independent Directors or, with respect to
the Fund or any future series of the Company, by a vote of a majority of the
outstanding voting securities of the Fund or such future series.
7. Amendments. The Plan may not be amended to increase materially
----------
the amount of the fees payable by the Fund, as described in Section 1 above, or
any future series of the Company, unless the amendment is approved by a vote of
at least a majority of the outstanding voting securities of the Fund or that
series, and all material amendments to the Plan must also be approved by the
Company's Board of Directors in the manner described in Section 4 above.
8. Selection of Certain Directors. While the Plan is in effect,
------------------------------
the selection and nomination of the Company's Directors who are not interested
persons of the Company will be committed to the discretion of the Directors then
in office who are not interested persons of the Company.
9. Written Reports. In each year during which the Plan remains in
---------------
effect, the Distributor and any person authorized to direct the disposition of
monies paid or payable by the Fund or any future series of the Company pursuant
to the Plan or any related agreement will prepare and furnish to the Company'
Board of Directors, and the Board will review, at least quarterly, written
reports, complying with the requirements of the Rule, which set out the amounts
expended under the Plan and the purposes for which those expenditures were made.
10. Preservation of Materials. The Company will preserve copies of
-------------------------
the Plan, any agreement relating to the Plan and any report made pursuant to
Section 9 above, for a period of not less than six years (the first two years in
an easily accessible place) from the date of the Plan, agreement or report.
11. Meanings of Certain Terms. As used in the Plan, the terms
-------------------------
"interested person" and "majority of the outstanding voting securities" will be
deemed to have the same meaning that those terms have under the 1940 Act and the
rules and regulations under the 1940 Act, subject to any exemption that may be
granted to the Company under the 1940 Act by the Securities and Exchange
Commission.
2
