AMENDMENT
TO
INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
This Amendment to Investment Advisory and Management Agreement, made as
of the 18th day of February, 1997, by and between Piper Global Funds Inc., a
Minnesota corporation (the "Company"), on behalf of the Pacific-European
Growth Fund series of the Company (the "Fund"), and Piper Capital Management
Incorporated, a Delaware corporation (the "Adviser").
WHEREAS, the Company has entered into an Investment Advisory and
Management Agreement with the Adviser dated August 28, 1992 (the "Advisory
Agreement") whereby the Company engaged the Adviser to act as investment
adviser for, and to manage the affairs, business and investment of the assets
of, the Fund.
WHEREAS, under the terms of the Advisory Agreement, the Company is
required to pay to the Adviser a Basic Fee, as defined in the Advisory
Agreement, subject to adjustment based on a comparison of the investment
performance of the Fund for the applicable performance period to the
investment record of the Xxxxxx Xxxxxxx Capital International EAFE Index
("EAFE").
WHEREAS, effective February 18, 1997, the shares of the Fund will be
issued in multiple classes.
WHEREAS, the Board of Directors of the Company has determined that it
would be in the best interests of shareholders for the Basic Fee to be
subject to adjustment based on a comparison of the investment performance of
the Class A shares of the Fund for the applicable performance period to the
investment record of EAFE.
NOW, THEREFORE, in consideration of the foregoing recitals and the
mutual covenants contained herein, Section 2 of the Advisory Agreement is
hereby amended to read as follows:
2. COMPENSATION FOR SERVICES. In payment for all services,
facilities, equipment and personnel, and for other costs of the Adviser
hereunder, the Company shall pay to the Adviser, from the assets of the
Fund, a monthly investment advisory fee determined by applying the annual
rate of 1.00% to the Fund's average daily net assets up to $100 million,
the annual rate of .875% to such assets between $100 million and $200
million, and the annual rate of .75% to such assets in excess of $200
million and multiplying such amount by 1/12 (the "Basic Fee"). The Basic
Fee shall be subject to adjustment based on a comparison of the investment
performance of the Class A shares of the Fund for the applicable
performance period to the investment record of
the Xxxxxx Xxxxxxx Capital International EAFE-sm- Index ("EAFE").
For purposes of calculating such performance adjustment, the
applicable performance period shall be a rolling 12-month period
comprised of the most recent calendar month and the 11 immediately
preceding calendar months. The Basic Fee, plus or minus the
performance adjustment, shall be calculated and paid to the Adviser
monthly. The monthly performance adjustment shall be calculated as
follows: (a) for each percentage point by which the investment performance
of the Fund's Class A shares exceeds that of EAFE (subject to a maximum of
5 percentage points), the Basic Fee shall be increased by an amount equal
to the product of .05% of the Fund's average daily net assets and 1/12, and
(b) for each percentage point by which the investment performance of the
Fund's Class A shares is exceeded by that of EAFE (subject to a maximum of
5 percentage points), the Basic Fee shall be decreased by an amount equal
to the product of .05% of the Fund's average daily net assets and 1/12.
RANGE OF PERMITTED INCREASES OR DECREASES
TO THE BASIC FEE ON AN ANNUALIZED BASIS
Percentage Point Difference
Between Performance of Adjustment
Class A Shares of Fund to Basic Fee
and % Change in EAFE Index (Annualized)
----------------------------- -------------
+5 percentage +.25%
points or more
+4 +.20
+3 +.15
+2 +.10
+1 +.05
+0 0
-1 -.05
-2 -.10
-3 -.15
-4 -.20
-5 percentage -.25
points or more
In comparing the investment performance of the Fund's Class A shares
to the investment record of the EAFE, dividends and other distributions of
the Fund's Class A shares and dividends and other distributions reported
with respect to component securities of the EAFE during the performance
period will be treated as having been reinvested. Investment performance
of the Fund's Class A shares will be calculated based on the total return
of such
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shares for the applicable period, which consists of the total net
asset value of such shares at the end of the applicable period, including
reinvestment of dividends and distributions, less the net asset value of
such shares at the commencement of the applicable period divided by the net
asset value of such shares at the commencement of the applicable period.
Fractions of a percentage point are recorded to the nearest whole point (to
the higher whole point if exactly one-half).
For purposes of the calculation of such fee, "average daily net
assets" for a particular period shall be determined on the basis of the
Fund's net assets as determined as of the close of each business day of the
month pursuant to the currently effective prospectus of the Fund. Such fee
shall be payable on the fifth day of each calendar month for services
performed hereunder during the preceding month. If this Agreement
terminates prior to the end of a month, such fee shall be prorated
according to the proportion which such portion of the month bears to the
full month.
IN WITNESS WHEREOF, the Company and the Adviser have caused this
Amendment to be executed by their duly authorized officers as of the day and
year first above written.
PIPER GLOBAL FUNDS INC.
By /s/ Xxxxxxx X. Xxxxx
---------------------------------------
Its Chairman
------------------------------------
PIPER CAPITAL MANAGEMENT
INCORPORATED
By /s/ Xxxxxx X. Xxxxxx
---------------------------------------
Its Senior Vice President
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