AMENDMENT
TO
SUB-INVESTMENT ADVISORY AGREEMENT
This Amendment to Sub-Investment Advisory Agreement, made as of the 18th
day of February, 1997, by and between Piper Capital Management Incorporated,
a Delaware corporation (the "Adviser") and Edinburgh Fund Managers plc, a
Scottish corporation (the "Sub-Adviser").
WHEREAS, Piper Global Funds Inc. (the "Company"), on behalf of the
Pacific-European Growth Fund series of the Company (the "Fund"), 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, the Adviser has entered into a Sub-Investment Advisory
Agreement with the Sub-Adviser dated August 28, 1992 (the "Sub-Advisory
Agreement") whereby the Adviser retained the Sub-Adviser to assist the
Adviser in furnishing an investment program to the Fund.
WHEREAS, under the Sub-Advisory Agreement, the Sub-Adviser is entitled
to compensation equal to 65% of the Basic Fee payable to the Adviser pursuant
to the Advisory Agreement, adjusted by an amount equal to 90% of the
performance adjustment received by the Adviser under such Agreement.
WHEREAS, under the terms of the Advisory Agreement and the Sub-Advisory
Agreement, such performance adjustment is 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.
WHEREAS, the Advisory Agreement is being amended simultaneously herewith to
reflect such determination.
NOW, THEREFORE, in consideration of the foregoing recitals and the
mutual covenants contained herein, Section 8 of the Sub-Advisory Agreement is
hereby amended to read as follows:
8. For the services to be rendered under this Agreement, and the
facilities to be furnished for each fiscal year of the Fund, the Adviser
shall pay to the Sub-Adviser a monthly management fee of 65% of the basic
fee payable to the Adviser pursuant to the Advisory Agreement with respect
to such month (the "Basic Fee"), 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"). The Basic Fee
for each month shall be adjusted by an amount equal to 90% of the
performance adjustment, if any, received by the Adviser with respect to
such month pursuant to the Advisory Agreement (as described below). 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.
Pursuant to the Advisory Agreement, the Company pays the Adviser
monthly, from the assets of the Fund, a basic fee at the per annum rate of
1.00% of the Fund's average daily net assets up to $100 million, .875% of
such assets between $100 million and $200 million, and .75% on such assets
in excess of $200 million. The Basic Fee received by the Adviser shall be
increased or decreased, as the case may be, by .05% (on an annualized
basis) of the Fund's average daily net assets for each percentage point by
which the investment performance of the Fund's Class A shares over the
applicable performance period varies from the EAFE up to a maximum increase
or decrease of .25% (on an annualized basis).
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RANGE OF PERMITTED INCREASES OR DECREASES
TO THE BASIC FEE PAYABLE TO THE INVESTMENT ADVISER
(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 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 rounded to the nearest whole point (to
the higher whole point if exactly one-half).
For purposes of calculation of the fee payable hereunder, the "average
daily net assets" of the Fund 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.
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IN WITNESS WHEREOF, the Adviser and the Sub-Adviser have caused this
Amendment to be executed by their duly authorized officers as of the day and
year first above written.
PIPER CAPITAL MANAGEMENT
INCORPORATED
By /s/ Xxxxxx X. Xxxxxx
------------------------------------
Its Senior Vice President
--------------------------------
EDINBURGH FUND MANAGERS plc
By /s/ Xxxx X. Xxxx
-----------------------------------
Its Executive Chairman
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