-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OwwFSEtYSrRKghkFMhVVyMqb+h6opXLsujp9MwZnezUoft93R4m2X0ogQhy2bQE9 YxBnrUcIKsmIsjZSIzFNzg== 0000912057-96-028769.txt : 19961211 0000912057-96-028769.hdr.sgml : 19961211 ACCESSION NUMBER: 0000912057-96-028769 CONFORMED SUBMISSION TYPE: 485APOS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961210 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PIPER FUNDS INC II CENTRAL INDEX KEY: 0000943887 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: MN FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 485APOS SEC ACT: 1933 Act SEC FILE NUMBER: 033-60515 FILM NUMBER: 96677986 FILING VALUES: FORM TYPE: 485APOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-07279 FILM NUMBER: 96677987 BUSINESS ADDRESS: STREET 1: PIPER CAPITAL MANAGEMENT STREET 2: 222 S 9TH STREET 20TH FLOOR CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: 6123426412 MAIL ADDRESS: STREET 1: C/O PIPER CAPITAL MANAGEMENT STREET 2: 222 59TH STREET 20TH FLOOR CITY: MINNEAPOLIS STATE: MN ZIP: 55402 FORMER COMPANY: FORMER CONFORMED NAME: JAFFRAY FUNDS INC DATE OF NAME CHANGE: 19950413 485APOS 1 485APOS 1933 Act Registration No. 33-60515 1940 Act Registration No. 811-07279 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 10, 1996 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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. 4 ----- AND/OR REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 (Registration No. 811-07279) Amendment No. 5 ----- (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: (612) 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 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 - ---- X 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. 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 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 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 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. 34 to the Registration Statement of Piper Funds Inc. (File Nos. 33-10261 and 811-4905) filed on December 9, 1996. 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. 34 was filed pursuant to Rule 485(a) to become effective 60 days from the day of filing. Although the combined Prospectus of the above- mentioned two Registrants has not changed, the Part B has changed to reflect that Intermediate Bond Fund (a series of Piper Funds Inc.) will offer Class Y shares. This Registration Statement contains the cover page, cross-reference sheet and a revised Part C (which eliminates Intermediate Bond Fund, a series of Piper Funds Inc.). The Part C for Intermediate Bond Fund is now contained in a Part C filed with Post-Effective Amendment No. 34 to the Registration Statement of Piper Funds Inc. PART C OTHER INFORMATION Government Income Fund and 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-1) Exhibits of Government Income Fund: 1.1 Restated Articles of Incorporation dated November 23, 1993 * 1.2 Certificate of Designation of Series M Common Shares * 2.1 Bylaws * 2.2 Amendment to Bylaws dated July 6, 1995 * 2.3 Amendment to Bylaws dated September 13, 1996 (1) 5.1 Investment Advisory and Management Agreement dated February 19, 1987 * 5.2 Supplement to Investment Advisory and Management Agreement dated April 4, 1988 * 5.3 Supplement to Investment Advisory and Management Agreement dated March 16, 1990 * 5.4 Supplement to Investment Advisory and Management Agreement dated July 21, 1992 * 5.5 Supplement to Investment Advisory and Management Agreement dated April 10, 1995 * 6.1 Underwriting and Distribution Agreement (4) 6.2 Dealer Agreement (4) 9.1 Shareholder Account Servicing Agreement between Piper Funds Inc. and Piper Trust Company (4) 9.2 Shareholder Account Servicing Agreement between Piper Funds Inc. and Piper Jaffray Inc. (4) 10 Opinion and Consent of Dorsey & Whitney P.L.L.P. dated April 7, 1995 * 11 Consent of KPMG Peat Marwick LLP (2) 13 Letter of Investment Intent dated April 6, 1995 * 15.1 Plan of Distribution (4) 15.2 Supplement to Distribution Plan dated April 10, 1995 * 17.1 Power of Attorney dated November 15, 1996 (3) --------------------- * Incorporated by reference to Post-Effective Amendment No. 27 to the Registrant's Registration Statement on Form N-1A filed with the Commission on November 27, 1995. (1) Incorporated by reference to Post-Effective Amendment No. 29 to the Registrant's Registration Statement on Form N-1A filed with the Commission on September 13, 1996. (2) Incorporated by reference to Post-Effective Amendment No. 30 to the Registrant's Registration Statement on Form N-1A filed with the Commission on November 26, 1996. (3) Incorporated by reference to Post-Effective Amendment No. 32 to the Registrant's Registration Statement on Form N-1A filed with the Commission on November 25, 1996. (4) To be filed by amendment. (b-2) 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 (4) 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 (6) - -------------- (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. 2 to the Registration Statement of Piper Funds Inc.--II on Form N-1A filed December 18, 1995. (5) Incorporated by reference to Post-Effective Amendment No. 3 to the Registration Statement of Piper Funds Inc.--II on Form N-1A filed November 6, 1996. (6) 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. 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 January __, 1997: Number of Title of Class Record Holders -------------- -------------- Government Income Fund Common Shares Adjustable Rate Mortgage Securities Fund Common Shares 2 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." 3 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 4 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 5 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. 6 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: 7 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 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 8 Positions and Offices Positions and Offices Name with Underwriter with Registrant ---- --------------------- --------------------- 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 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 9 Positions and Offices Positions and Offices Name with Underwriter with Registrant ---- --------------------- --------------------- Daniel P. Gallaher Managing Director None Peter M. Gill Managing Director None Kevin D. Grahek Managing Director None Paul D. Grangaard 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 10 Positions and Offices Positions and Offices Name with Underwriter with Registrant ---- --------------------- --------------------- Robert J. Magnuson Managing Director None Robert E. Mapes Managing Director None Peter T. Mavroulis Managing Director None Michael P. McMahon Managing Director None 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 11 Positions and Offices Positions and Offices Name with Underwriter with Registrant ---- --------------------- --------------------- Wesley L. Ringo 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 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 12 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 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. 13 SIGNATURES Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this Registration Statement on Form N-1A to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis and State of Minnesota on the 9th day of December 1996. 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 December 9, 1996 - -------------------------- executive officer) Paul A. Dow /s/ Robert H. Nelson Treasurer (principal December 9, 1996 - ------------------------- 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 December 9, 1996 ---------------------- William H. Ellis, Attorney-in-Fact -----END PRIVACY-ENHANCED MESSAGE-----