<PAGE>
1933 Act Registration No. 33-60515
1940 Act Registration No. 811-07279
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 24, 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. 8
-------
AND/OR
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940
(Registration No. 811-07279)
Amendment No. 9
-------
(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
------------------------------------------------------------------------
(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
It is proposed that this filing will become effective (check box):
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
- ---------
<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. . . . . . . . . . . Fund Descriptions
3. Financial Highlights. . . . . Fund Descriptions
4. General Description of
Registrant. . . . . . . . . Fund Descriptions
5. Management of the Fund. . . . Fund Descriptions
6. Capital Stock and Other
Securities. . . . . . . . . Managing Your Investment--Holding Shares
7. Purchase of Securities
Being Offered . . . . . . . Managing Your Investment--Buying Shares
8. Redemption or Repurchase. . . Managing Your Investment--Selling Shares
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
15. Control Persons and Principal
Holders of Securities . . . Capital Stock and Ownership of Shares
<PAGE>
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. 42 to the Registration Statement of
Piper Funds Inc. (File Nos. 33-10261 and 811-4905) filed on November 24, 1997.
Such Prospectus 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. 42 to
the Registration Statement of Piper Funds Inc. (File Nos. 33-10261 and 811-4905)
filed on November 24, 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. 42 was filed pursuant to Rule 485(a) to become
effective on the same day as this Registration Statement.
This Registration Statement contains the cover page, cross-reference sheet,
Part C, signature page and Exhibit 11.
<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 (6)
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 Funds Inc. (File Nos. 33-10261 and
811-4905) on Form N-1A filed with the Commission on November 25, 1996.
(5) Incorporated by reference to Post-Effective Amendment No. 6 to the
Registrant's Registration Statement on Form N-1A filed with the
Commission on February 18, 1997.
(6) 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.
<PAGE>
ITEM 26. NUMBER OF HOLDERS OF SECURITIES
As of November 14, 1997, Adjustable Rate Mortgage Securities Fund had
12,389 record holders of common shares.
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
---- -----
Paul A. Dow Chief Executive Officer and
Chief Investment Officer
E. Peter Gillette, Jr. Director
Deborah K. Roesler Director
Paula Meyer President and Director of Marketing
Susan S. Miley Senior Vice President, General
Counsel and Secretary
Richard Daly Senior Vice President
Michael C. Derck 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
Joyce A. K. Halbe Senior Vice President
Robert C. Hannah Senior Vice President
Gregory Hanson Senior Vice President
Lynne Harrington Senior Vice President
Douglas Hedberg Senior Vice President
Mary M. Hoyme Senior Vice President
Kim Jenson Senior Vice President
Jeffrey Johnson Senior Vice President
Russell J. Kappenman Senior Vice President
Kimberly F. Kaul Senior Vice President
Thomas S. McGlinch Senior Vice President
Steven V. Markusen Senior Vice President
Robert H. Nelson Senior Vice President
Chris Neuharth Senior Vice President
William Nimmo 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
Sandra K. Shrewsbury Senior Vice President
Eric L. Siedband Senior Vice President
David M. Steele Senior Vice President
Jill A. Thompson Senior Vice President
John G. Wenker Senior Vice President
Douglas J. White Senior Vice President
Mark Austin Vice President
Cynthia K. Castle Vice President
Molly Destro Vice President
Rochelle B. Gonzo Vice President
Joan L. Harrod Vice President
James Jenson, Jr. Vice President
Amy K. Johnson Vice President
Wan-Chong Kung Vice President
3
<PAGE>
David Luebke Vice President
Jane C. Longueville Vice President
Yedda Marks Vice President
Brent D. Mellum Vice President
Steven Meyer Vice President
Thomas Moore Vice President
Paul D. Pearson Vice President
Scott Richter Vice President
Catherine M. Stienstra Vice President
Shaista Tajamal Vice President
Jane K. Welter Vice President
Fong P. Woo Vice President
Principal occupations of Messrs. Dow and Nelson and Ms. Miley are set forth
in the Statement of Additional Information under the heading "Directors and
Officers." MR. GILLETTE has been a Director of the Adviser since 1997 and
President and Chairman of Piper Trust since 1995, prior to which he was a
Commissioner with the State of Minnesota since 1991. MS. MEYER has been
President and Director of Marketing of the Adviser since 1997, prior to which
she was a Senior Vice President of the Adviser since 1994, and prior thereto a
Vice President of Secura Insurance, Appleton, Wisconsin from 1988 to 1994. MS.
ROESLER has been a Director of the Adviser since 1997 and Chief Financial
Officer/Treasurer of Piper Jaffray Companies Inc. since 1989.
MR. DALY has been a Senior Vice President of the Adviser since November
1996, prior to which he had been a Vice President of the Adviser from 1992 to
1996. MR. DERCK has been a Vice President of the Adviser since 1992. MR. GIBAS
has been a Senior Vice President of the Adviser since 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. 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. MS. HALBE has been a
Senior Vice President of the Adviser since 1997, prior to which she was a Vice
President from 1996 to 1997, and prior thereto she was a Vice President at First
Asset Management since 1990. 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. MR. HANSON
has been a Senior Vice President and Portfolio Manager of the Adviser since
1997, prior to which he was employed at Washington Square Advisers, Minneapolis
since 1979, most recently as a Senior Vice President and Portfolio Manager. 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. MR. HEDBERG has been a Senior Vice President and Portfolio Manager
of the Adviser since 1997, prior to which he was employed at Washington Square
Advisers, Minneapolis, since 1981, most recently as an Executive Vice President,
Managing Director and Portfolio Manager. MS. HOYME has been a Senior Vice
President of the Adviser since 1997, prior to which she was a
4
<PAGE>
Vice President of the Adviser from 1996 to 1997, and prior thereto, she had been
a Vice President at First Asset Management since 1989. 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. JOHNSON has been a Senior Vice
President and Portfolio Manager of the Adviser since 1997, prior to which he was
a Vice President at First Asset Management since 1991. MR. KAPPENMAN has been a
Senior Vice President of the Adviser since 1996, prior to which he was a Vice
President of the Adviser from 1991 to 1996. MS. KAUL has been a Senior Vice
President of the Adviser since 1996 and Director of Corporate Communications of
the Adviser 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. 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. MR. NEUHARTH has been a
Senior Vice President of the Adviser since 1997, prior to which he was a Vice
President of the Adviser from 1996 to 1997, and prior thereto he had been a
senior mortgage trader at FBS Mortgage since 1995. MR. NIMMO has been a Senior
Vice President of the Adviser since 1997, prior to which he was a Vice President
of the Adviser from 1996 to 1997, and prior thereto, a Vice President of
Washington Square Capital Management since 1991. 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. 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. MR. SIEDBAND has been a Senior Vice
President of the Adviser since November 1996, prior to which he was a Vice
President of the Adviser from 1992 to 1996. MR. STEELE has been a Senior Vice
President of the Adviser since 1992. MS. THOMPSON has been a Senior Vice
President of the Adviser since November 1996, prior to which she was a Vice
President of the Adviser from 1994 to 1996, and prior thereto, a Vice President
of Piper Jaffray 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. MR. WHITE has been a Senior Vice President of the
Adviser since 1991.
MR. AUSTIN has been a Vice President of the Adviser since 1997, prior to
which he was an Assistant Vice President of the Adviser since 1994, and prior
thereto, an associate in institutional marketing at Investment Advisers Inc.
from 1992 to 1994. 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. MS. DESTRO has been a Vice 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. GONZO has been a Vice President of the
Adviser since 1996, prior to which she was a communications manager of the
Adviser since 1993, and prior thereto, a senior financial communications
specialist at Minnesota Mutual in St. Paul, Minnesota from 1986 to 1993. MS.
HARROD has been a Vice President of the Adviser since 1992. MR. JENSON has been
a Vice President of the Adviser since 1997, prior to which he was employed at
Norwest Investment Services, Minneapolis, since 1989, most recently as a Vice
President and Director of Product Management/Wholesaler.
5
<PAGE>
MS. JOHNSON has been a Vice 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. 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. LUEBKE has been a Vice President and Intermediate
Equity Analyst of the Adviser since 1997, prior to which he was employed at
First Bank System since 1986, most recently as a Vice President. MS.
LONGUEVILLE has been a Vice President of the Adviser since November 1996, prior
to which she was an Assistant Vice President since 1995, and prior thereto, a
communications manager at the Adviser. MS. MARKS has been a Vice President of
the Adviser since 1997, prior to which she worked in the derivatives department
of Piper Jaffray Companies since 1994. MR. MELLUM has been a Vice President of
the Adviser since 1996, prior to which he was an Assistant Vice President of the
Adviser since 1995, and prior thereto, a credit analyst at the Adviser since
1993, and prior to that he was a student. 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. 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. RICHTER has been a Vice President and Assistant General Counsel of
the Adviser since 1997, prior to which he was an attorney at Popham Haik
Schnobrich & Kaufman since 1982. MS. STIENSTRA has been a Vice President and a
municipal bond trader of the Adviser since 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. 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. 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.
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:
6
<PAGE>
<TABLE>
<CAPTION>
Positions and Offices Positions and Offices
Name with Underwriter with Registrant
- ------------------------ -------------------------- ---------------------
<S> <C> <C>
Addison L. Piper Chairman of the Board of None
Directors and Chief Executive
Officer
Andrew S. Duff President None
Ralph W. Burnet Member of the Board None
of Directors
Christopher E. Clouser Member of the Board None
of Directors
Susan E. Engel 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
David E. Rosedahl Managing Director None
and Secretary
Darren L. Acheson Managing Director None
Jeffrey C. Adamson Managing Director None
Mark D. Appelbaum Managing Director None
Jack M. Armstrong Managing Director None
Lynda M. Babcock Managing Director None
James J. Bellus Managing Director None
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
Positions and Offices Positions and Offices
Name with Underwriter with Registrant
- ------------------------ -------------------------- ---------------------
<S> <C> <C>
Lloyd K. Benson Managing Director None
Christopher P. Bessette Managing Director None
Gary J. Blauer Managing Director None
Karen M. Bohn Managing Director None
Eric A. Borg Managing Director None
Ronald O. Braun Managing Director None
Jay A. Brunkhorst Managing Director None
Edward M. Caillier Managing Director None
Kenneth S. Cameranesi 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
Stephen B. Clark Managing Director None
John P. Clausen Managing Director None
Carol L. Collias Managing Director None
Mark Copman 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
Joel R. Denney Managing Director None
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
Positions and Offices Positions and Offices
Name with Underwriter with Registrant
- ------------------------ -------------------------- ---------------------
<S> <C> <C>
Jack C. Dillingham Managing Director None
Mark T. Donahoe Managing Director None
Darci L. Doneff Managing Director None
Stephen M. Dragos Managing Director None
Andrew S. Duff Managing Director None
Michael D. Duffy Managing Director None
Andrew W. Dunleavy Managing Director None
John O. Eaton Managing Director None
William H. Ellis 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
James D. Fehrenbach Managing Director None
Gordon R. Ferguson Managing Director None
Paul Ferry Managing Director None
Mark E. Fisler Managing Director None
Michael W. Follett Managing Director None
Steven T. Frisbie 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
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
Positions and Offices Positions and Offices
Name with Underwriter with Registrant
- ------------------------ -------------------------- ---------------------
<S> <C> <C>
Thomas J. Gunderson 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, Jr. Managing Director None
Bruce C. Huber Managing Director None
John R. Jacobs Managing Director None
Kim R. Jenson 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
Lisa A. Kenvon Managing Director None
Richard G. Kiss Managing Director None
Gordon E. Knudsvig Managing Director None
Jerome P. Kohl Managing Director None
Michael J. Lanigan Managing Director None
Eric W. Larson Managing Director None
Michael L. Libera Managing Director None
Marina M. Lyon Managing Director None
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
Positions and Offices Positions and Offices
Name with Underwriter with Registrant
- ------------------------ -------------------------- ---------------------
<S> <C> <C>
Michael R. Mach Managing Director None
Robert E. Mapes Managing Director None
Peter T. Mavroulis Managing Director None
Robert B. McClanahan Managing Director None
Michael P. McMahon Managing Director None
Gregory T. McNellis Managing Director None
Joseph E. Meyers, Jr. Managing Director None
Davil L. Midgley Managing Director None
Dennis V. Mitchell Managing Director None
Edward P. Nicoski Managing Director None
Barry J. Nordstrand Managing Director None
Brooks G. O'Neil Managing Director None
John P. O'Neill Managing Director None
Benjamin S. Oehler Managing Director None
Timothy J. Oswald Managing Director None
John Otterlei Managing Director None
William O. Patterson Managing Director None
Robin C. Pfister Managing Director None
Daniel J. Phillips Managing Director None
Addison L. Piper Managing Director None
Laurence S. Podobinski Managing Director None
Steven J. Proeschel Managing Director None
Rex W. Ramsay Managing Director None
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
Positions and Offices Positions and Offices
Name with Underwriter with Registrant
- ------------------------ -------------------------- ---------------------
<S> <C> <C>
Brian J. Ranallo Managing Director None
Roger W. Redmond Managing Director None
Stacey R. Rickert 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
Ross E. Rogers Managing Director None
Jeanne R. Rosengren Managing Director None
Maxine D. Rossini 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\
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
Richard J. Stream Managing Director None
Robert A. Stuber Managing Director None
D. Greg Sundberg Managing Director None
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
Positions and Offices Positions and Offices
Name with Underwriter with Registrant
- ------------------------ -------------------------- ---------------------
<S> <C> <C>
Robert D. Swerdling Managing Director None
Garey T. Symington, Jr. Managing Director None
William H. Teeter Managing Director None
Ann C. Tillotson Managing Director None
John F. Turner Managing Director None
Marie A. 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
James H. Wilford Managing Director None
Cindy L. Witt Managing Director None
Stephen W. Woodard Managing Director None
Mark E. Wren Managing Director None
Bradley F. Zilka Managing Director None
Beverly J. Zimmer Managing Director None
</TABLE>
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.
13
<PAGE>
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 Registrant may
request the latest Annual Report of such series, and such Annual Report will be
furnished by the Registrant without charge.
14
<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 24th day of November 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 November 24, 1997
- --------------------------- executive officer)
Paul A. Dow
/s/ Robert H. Nelson Treasurer (principal November 24, 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, Attorney-in-Fact November 24, 1997
<PAGE>
[KPMG LETTERHEAD]
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Piper Funds Inc.
Piper Funds Inc.--II:
We consent to the use of each of our reports dated October 24, 1997 and November
7, 1997 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
November 24, 1997
