<PAGE>
1933 Act Registration No. 33-60515
1940 Act Registration No. 811-07279
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 18, 1997
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
(Registration No. 33-60515)
Pre-Effective Amendment No.
-------
Post-Effective Amendment No. 5
------
AND/OR
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940
(Registration No. 811-07279)
Amendment No. 6
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(Check appropriate box or boxes)
PIPER FUNDS INC. -- II
----------------------
(Exact Name of Registrant as Specified in Charter)
PIPER JAFFRAY TOWER, 222 SOUTH 9TH STREET, MINNEAPOLIS, MN 55402
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (6L2) 342-6384
--------------
Paul A. Dow
Piper Capital Management Incorporated
Piper Jaffray Tower
222 SOUTH 9TH STREET, MINNEAPOLIS, MINNESOTA 55402
--------------------------------------------------
(Name and Address of Agent for Service)
Copy to:
Kathleen L. Prudhomme
Dorsey & Whitney LLP
220 South Sixth Street
Minneapolis, Minnesota 55402
X immediately upon filing pursuant to paragraph (b) of rule 485
- -------
on (specify date) pursuant to paragraph (b) of rule 485
- -------
75 days after filing pursuant to paragraph (a) of rule 485, unless
- ------- effectiveness is accelerated by the staff of the Securities and
Exchange Commission
on (specify date) pursuant to paragraph (a) of rule 485
- -------
60 days after filing pursuant to paragraph (a) of rule 485
- -------
The Registrant has registered an indefinite number of its common shares
pursuant to Regulation 270.24f-2 under the Investment Company Act of 1940. A
Rule 24f-2 Notice for the fiscal year ended August 31, 1996 was filed on or
about October 24, 1996 and a Rule 24f-2 Notice for the fiscal period ended
September 30, 1996 was filed on November 26, 1996.
<PAGE>
PIPER FUNDS INC. -- II
Registration Statement on Form N-1A
-------------------------------------------------------
CROSS REFERENCE SHEET
Pursuant to Rule 481(a)
-------------------------------------------------------
ITEM NO. PROSPECTUS HEADING
-------- ------------------
1. Cover Page. . . . . . . . . . Cover Page (no caption)
2. Synopsis. . . . . . . . . . . Introduction; Fund Expenses
3. Financial Highlights. . . . . Financial Highlights
4. General Description of
Registrant . . . . . . . . Introduction; Investment Objectives and
Policies
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. . . . . . . Distribution of Fund Shares; How to
Purchase Shares; Reducing Your Sales
Charge; Special Purchase Plans;
Valuation of Shares; Shareholder
Services
8. Redemption or Repurchase. . . How to Redeem Shares; Shareholder
Services
9. Pending Legal Proceedings . . General Information
STATEMENT OF ADDITIONAL INFORMATION HEADING
-------------------------------------------
10. Cover Page. . . . . . . . . . Cover Page (no caption)
11. Table of Contents . . . . . . Cover Page (no caption)
12. General Information
and History . . . . . . . General Information; Pending Litigation
13. Investment Objectives
and Policies . . . . . . . Investment Policies and Restrictions
14. Management of the Fund. . . . Directors and Executive Officers
<PAGE>
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
17. Brokerage Allocation. . . . . 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 Purchased. . . . . . Net Asset Value and Public Offering
Price; Performance Comparisons; Purchase
of Shares; 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
<PAGE>
Incorporation by Reference
and
Explanatory Note
Part A (Prospectus) of this Registration Statement is incorporated by
reference from Post-Effective Amendment No. 30 to the Registration Statement of
Piper Funds Inc. (File Nos. 33-10261 and 811-4905) filed on November 6, 1996.
Such Prospectus (which was supplemented on February 18, 1997) combines two
Registrants: one series of Piper Funds Inc.--II and two series of Piper Funds
Inc.
The Part B (Statement of Additional Information) of this Registration
Statement is incorporated by reference from Post-Effective Amendment No. 36 to
the Registration Statement of Piper Funds Inc. (File Nos. 33-10261 and 811-4905)
filed on February 18, 1997. Such Part B also combines the same two Registrants:
one series of Piper Funds Inc.--II and two series of Piper Funds Inc.
Post-Effective Amendment No. 36 was filed pursuant to Rule 485(b) to become
effective on the day of filing.
The Post-Effective Amendment for Piper Funds Inc. -- II filed
herewith is being filed to incorporate the final changes contained in the
Part B for the multiple classes of shares being offered by one of the
Registrants (Intermediate Bond Fund, a series of Piper Funds Inc. is offering
Class Y shares) in this combined document.
This Registration Statement contains the cover page, cross-reference
sheet, Part C, signature page and exhibits.
<PAGE>
PART C
OTHER INFORMATION
Adjustable Rate Mortgage Securities Fund
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements are incorporated by reference to the Registrants'
Annual Reports previously filed with the Commission.
(b) Exhibits of Adjustable Rate Mortgage Securities Fund:
1.1 Articles of Incorporation (1)
1.2 Amendment to Articles of Incorporation (1)
2 Bylaws (1)
5 Investment Advisory and Management Agreement (2)
6.1 Underwriting and Distribution Agreement (2)
6.2 Dealer Agreement (2)
8 Custody and Investment Accounting Agreement (2)
9.1 Agency Agreement (2)
9.2 Shareholder Account Servicing Agreement with Piper Jaffray (5)
10 Opinion and Consent of Dorsey & Whitney P.L.L.P. (2)
11 Consent of KPMG Peat Marwick LLP (5)
15 Plan of Distribution (1)
16 Computation of Performance Quotations (3)
25 Power of Attorney (4)
- -------------
(1) Incorporated by reference to the Registrant's Registration Statement
on Form N-14, File No. 33-58849.
(2) Incorporated by reference to the initial Registration Statement of
Piper Funds Inc.--II on Form N-1A filed June 23, 1995.
(3) Incorporated by reference to Post-Effective Amendment No. 1 to the
Registration Statement of Piper Funds Inc.--II on Form N-1A filed
September 5, 1995.
(4) Incorporated by reference to Post-Effective Amendment No. 32 to the
Registration Statement of Piper Fund Inc. (File Nos. 33-10261 and
811-4905) on Form N-1A filed with the Commission on November 25, 1996.
(5) Filed herewith.
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANTS
No person is directly or indirectly controlled by or under common control
with the Registrants.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES
As of February 11, 1997, Adjustable Rate Mortgage Securities Fund had
15,639 record holders of common shares.
<PAGE>
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, 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.
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."
2
<PAGE>
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, General
Counsel and Secretary
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
Robert C. Hannah Senior Vice President
Lynne Harrington Senior Vice President
Kim Jenson Senior Vice President
Lisa A. Kenyon 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
Bruce D. Salvog Senior Vice President
John K. Schonberg Senior Vice President
Sandra K. Shrewsbury Senior Vice President
David M. Steele 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
Joyce A. K. Halbe Vice President
Joan L. Harrod Vice President
Mary M. Hoyme Vice President
Amy K. Johnson Vice President
Russell J. Kappenman Vice President
3
<PAGE>
Kimberly F. Kaul Vice President
John D. Kightlinger Vice President
Wan-Chong Kung Vice President
Steven Meyer Vice President
Thomas Moore Vice President
Chris Neuharth Vice President
Paul D. Pearson Vice President
Eric L. Siedband Vice President
Catherine M. Stienstra Vice President
Shaista Tajamal Vice President
Jill A. Thompson 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 Ms. Miley are set
forth in the Statement of Additional 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 and a
Managing Director of Piper Jaffray Inc. ("Piper Jaffray") since 1986, prior to
which he was 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 1985 and a Managing Director of Piper Jaffray since 1986. MR. ROSEDAHL is
a Director of the Adviser and Managing Director and Secretary for Piper Jaffray
and Managing Director, Secretary and General Counsel for Piper Jaffray Companies
Inc. MR. VUCENICH has been a Director of the Adviser since 1994 and a Managing
Director of Piper Jaffray Inc. since 1993.
MR. BRUNTJEN has been a Senior Vice President of the Adviser since 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 1991.
MR. GIBAS has been a Senior Vice President of the Adviser since 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 1993, prior to
which she was a Vice President of the Adviser from 1991 to 1993. MR. GROTTE has
been a Senior Vice President of the Adviser since 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 1995, prior to which he was an
Executive Vice President at Resource Capital Advisers from 1991 to 1995. MR.
HANNAH has been a Senior Vice President of the Adviser since 1995, prior to
which he was manager of Craig and Associates in Seattle, Washington from 1993 to
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 1991 to 1992. MS. HARRINGTON has been a Senior Vice President of the
Adviser since 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 1992, prior to which she had been a
4
<PAGE>
financial adviser for a private family in Los Angeles. MS. JENSON has been a
Senior Vice President of the Adviser since 1996, prior to which she was a
Managing Director at Piper Trust since 1991. MR. MCGLINCH has been a Senior
Vice President of the Adviser since 1995, prior to which he had been a Vice
President of the Adviser since 1992 and, prior thereto, he had been a specialty
products trader at FBS Investment Services from 1990 to 1992. MR. MCLEOD has
been a Senior Vice President of the Adviser since 1995, prior to which he had
been an analyst at the Adviser since 1988. MR. MARKUSEN has been a Senior Vice
President of the Adviser since 1993, prior to which had been a senior vice
president of Investment Advisers, Inc., in Minneapolis, Minnesota from 1989 to
1993. MS. MEYER has been a Senior Vice President of the Adviser since 1994,
prior to which she had been a Vice President of Secura Insurance, Appleton,
Wisconsin from 1988 to 1994. 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. MS. OLSEN has been a Senior Vice
President of the Adviser since 1991. MR. REUSS has been a Senior Vice President
of the Adviser since 1989. MR. SALVOG has been a Senior Vice President of the
Adviser since 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 1995, prior to which he was a Vice
President of the Adviser from 1992 to 1995 and a portfolio manager for the
Adviser since 1989. MS. SHREWSBURY has been a Senior Vice President of the
Adviser since 1993, prior to which she had been a Managing Director of Piper
Jaffray since 1992, and a Vice President of Piper Jaffray since 1990. MR.
STEELE has been a Senior Vice President of the Adviser since 1992, prior to
which he had been a portfolio manager at Kennedy & Associates in Seattle,
Washington from 1987 to 1992. MR. WEIDENHAMMER has been a Senior Vice President
of the Adviser since 1991. MR. WENKER has been a Senior Vice President of the
Adviser since 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 1991.
MS. CASTLE has been a Vice President of the Adviser since 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. DESTRO has been aVice President of the Adviser
since 1994, prior to which she was an Accounting Manager from 1993 to 1994 and
mutual fund accountant from 1991 to 1993 with the Adviser. MS. DEUTZ 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 1992 to September 1995 and a
manager of financial reporting at The Churchill Companies from 1991 to 1992.
MS. HALBE has been a Vice President of the Adviser since 1996, prior to which
she was a Vice President at First Asset Management since 1990. MS. HARROD has
been a Vice President of the Adviser since 1992 and has been a trader for the
Adviser since 1989. MS. HOYME has been a Vice President of the Adviser since
1996, prior to which she had been a Vice President at First Asset Management
since 1989. MS. JOHNSON has been aVice President of the Adviser since 1994,
prior to which she was an Accounting Manager from 1993 to 1994 and mutual fund
accountant from 1991 to 1993 with the Adviser. MR.
5
<PAGE>
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 1991. MR. KIGHTLINGER has been a Vice President of the Adviser since
1991. MS. KUNG has been a Vice President of the Adviser since 1993, prior to
which she had been a Senior Consultant at Cytrol Inc. from 1989 to 1992. MR.
MEYER has been a Vice President of the Adviser since 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. NEUHARTH has been a Vice
President of the Adviser since 1996, prior to which he had been a senior
mortgage trader at FBS Mortgage since 1995, and prior thereto, a fixed income
portfolio manager at Fortis Financial since 1987. MR. PEARSON has been a
Vice President of the Adviser since 1995, prior to which he was Mutual Funds
Accounting Manager of the Adviser from 1994 to 1995 and prior thereto,
Director of Fund Operations at Norwest Bank, Minneapolis from 1992 to 1994.
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. MS. TAJAMAL has been
a Vice President of the Adviser since 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. THOMPSON has been a Vice President of the
Adviser since 1994, prior to which she had been a Vice President at First
Asset Management since 1991. MS. WELTER has been a Vice President of the
Adviser since 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 1994, prior to which he was a municipal credit
analyst of the Adviser since 1992 and a credit specialist at a commercial
trading firm from 1991 to 1992.
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. -- II,
the shares of which are currently offered in one series, Piper Institutional
Funds Inc., the shares of which are currently offered in one series and Piper
Global Funds Inc., the shares of which are currently offered in two series.
Piper Jaffray has acted as principal underwriter in connection with the initial
public offering of shares of 23 closed-end investment companies.
(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- Board of Directors None
and Chief Executive Officer
6
<PAGE>
Positions and Offices Positions and Offices
Name with Underwriter with Registrant
---- --------------------- ---------------------
Ralph W. Burnet Member of the Board None
of Directors
William H. Ellis Member of the Board None
of Directors
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 and None
General Counsel
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
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
7
<PAGE>
Positions and Offices Positions and Offices
Name with Underwriter with Registrant
---- --------------------- ---------------------
Linda A. Clark Managing Director None
Stephen B. Clark Managing Director None
David P. Crosby Managing Director None
Mark A. Curran Managing Director None
George S. Dahlman Managing Director None
Jack C. Dillingham Managing Director None
Mark T. Donahoe Managing Director None
Darci L. Doneff Managing Director None
Andrew S. Duff 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
Kevin D. Grahek Managing Director None
Paul D. Grangaard Managing Director None
8
<PAGE>
Positions and Offices Positions and Offices
Name with Underwriter with Registrant
---- --------------------- ---------------------
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
Robert J. Magnuson Managing Director None
Robert E. Mapes Managing Director None
Peter T. Mavroulis Managing Director None
Michael P. McMahon Managing Director None
9
<PAGE>
Positions and Offices Positions and Offices
Name with Underwriter with Registrant
---- --------------------- ---------------------
G. Terry 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
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
Brian J. Ranallo Managing Director None
Roger W. Redmond Managing Director None
Robert P. Rinek Managing Director None
Wesley L. Ringo Managing Director None
Jim M. Roane Managing Director None
Deborah K. Roesler Managing Director None
Russ E. Rogers Managing Director None
10
<PAGE>
Positions and Offices Positions and Offices
Name with Underwriter with Registrant
---- --------------------- ---------------------
David E. Rosedahl Managing Director None
and Secretary
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
Thomas E. Stanberry Managing Director None
DeLos V. Steenson Managing Director None
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
Charles M. Webster, Jr. Managing Director None
Darrell L. Westby Managing Director None
David R. Westcott Managing Director None
Douglas R. Whitaker Managing Director None
11
<PAGE>
James H. Wilford Managing Director None
Stephen W. Woodard Managing Director None
Mark Wren Managing Director None
Saul Yaari Managing Director None
Beverly J. Zimmer 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 Registrants
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 Registrants' securities is
maintained by Investors Fiduciary Trust Company, 127 West Tenth Street, Kansas
City, Missouri 64105.
ITEM 31. MANAGEMENT SERVICES
Not applicable.
ITEM 32. UNDERTAKINGS
(a) Not applicable.
(b) Not applicable.
(c) Each recipient of a prospectus of any series of the Registrants may
request the latest Annual Report of such series, and such Annual Report will be
furnished by the Registrants without charge.
12
<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 on Form N-1A
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Minneapolis and State of Minnesota on
the 14th day of February 1997.
PIPER FUNDS INC. -- II
(Registrant)
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 February 14, 1997
- --------------------------- executive officer)
Paul A. Dow
/s/ ROBERT H. NELSON Treasurer (principal February 14, 1997
- --------------------------- financial and
Robert H. Nelson accounting officer)
David T. Bennett* Director
Jaye F. Dyer* Director
William H. Ellis* Director
Karol D. Emmerich* Director
Luella G. Goldberg* Director
David A. Hughey* Director
George Latimer* Director
*By /s/ WILLIAM H. ELLIS
----------------------
William H. Ellis February 14, 1997
Attorney-in-Fact
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SHAREHOLDER ACCOUNT SERVICING AGREEMENT
THIS AGREEMENT, made this 13th day of December, 1995, by and between Piper
Funds Inc.--II, a Minnesota corporation (the "Company"), on behalf of Adjustable
Rate Mortgage Securities Fund, the Company's sole series of common stock, 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 Department Form 1099 for all
shareholders; preparing and mailing confirmation
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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 payouts 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").
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(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:
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(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
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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 FUNDS INC.--II
/s/ BRIAN L. PATTERSON By /s/ ROBERT H. NELSON
- -------------------------------- -----------------------------
Its SENIOR VICE PRESIDENT
----------------------------
ATTEST: PIPER JAFFRAY INC.
/s/ BRIAN L. PATTERSON By /s/ WILLIAM H. ELLIS
- -------------------------------- -----------------------------
Its PRESIDENT
----------------------------
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EXHIBIT A TO SHAREHOLDER ACCOUNT SERVICING AGREEMENT
SCHEDULE OF CHARGES
FUND PER ACCOUNT CHARGE
- ---- ------------------
Adjustable Rate Mortgage $7.50 per active account
Securities Fund
$1.60 per closed account
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.
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[LETTERHEAD]
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Piper Funds Inc. and
Piper Funds Inc. -- II:
We consent to the use of each of our reports dated October 18, 1996, October
25, 1996 and November 14, 1996 incorporated by reference herein and to the
references to our Firm under the headings "FINANCIAL HIGHLIGHTS" in Part A
and "FINANCIAL STATEMENTS" in Part B of the Registration Statements.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Minneapolis, Minnesota
February 17, 1997
