Advisory Programs Client Agreement & Disclosure · PDF fileAdvisory Programs Client Agreement & Disclosure Document Managed Assets Group ... Questionnaire, ... Strategy without selecting

Advisory ProgramsClient Agreement & Disclosure Document

Managed Assets Group

Advisor, Counselor, Premier Portfolio Management,Advantage & Unified Managed Account Programs

This brochure provides clients with information about Piper Jaffray & Co. (SEC # 801-6063) andthe Advisor, Counselor, Premier Portfolio Management, Advantage and Unified ManagedAccount Programs (each a “Program” and collectively, the “Programs”) that should be consid-ered before becoming a client of a Program. This information has not been approved or verifiedby any governmental authority.

Since 1895. Member SIPC and NYSE.800 Nicollet Mall, Suite 800Minneapolis, MN 55402

612 303-6000800 333-6000

piperjaffray.com

http://pjcinet1.pjc.int/groups/public/documents/forms/form_e1031.pdf

http://pjcinet1.pjc.int/groups/public/documents/general/form-e4063Part3.pdf

http://pjcinet1.pjc.int/groups/public/documents/forms/form_e4021_mag.pdf

http://pjcinet1.pjc.int/groups/public/documents/forms/form_e409s.pdf

-i-

TABLE OF CONTENTS

Advisory Programs Disclosure DocumentManaged Assets Group

Page

OVERVIEW OF PIPER JAFFRAY....................................................................................................................................................1

INVESTMENT ADVISORY SERVICES ..........................................................................................................................................1

OTHER SERVICES.........................................................................................................................................................................3

INFORMATION PROVIDED TO INVESTMENT MANAGER ......................................................................................................4

MONITORING AND REVIEW ......................................................................................................................................................4

REQUIREMENTS FOR PARTICIPATION .....................................................................................................................................4

FEES AND EXPENSES ..................................................................................................................................................................5

WITHDRAWAL AND TERMINATION ..........................................................................................................................................7

POTENTIAL CONFLICTS OF INTEREST .....................................................................................................................................8

METHODS OF ANALYSIS ............................................................................................................................................................9

EDUCATION AND BUSINESS STANDARDS ..............................................................................................................................9

CODE OF ETHICS.........................................................................................................................................................................9

STATEMENT OF FINANCIAL CONDITION ................................................................................................................................9

MISCELLANEOUS.........................................................................................................................................................................10

Form E4273 (4/05)

-1-

ADVISORY PROGRAMS DISCLOSURE DOCUMENT

MANAGED ASSETS GROUP

(Advisor, Counselor, Premier Portfolio Management, Advantage & Unified Managed Account Programs)

OVERVIEW OF PIPER JAFFRAY

Piper Jaffray & Co. (“Piper Jaffray”) is a securities broker-dealer,commodities broker, investment banking firm and investment adviser.As such, Piper Jaffray effects transactions in listed and unlistedsecurities, underwrites corporate and municipal securities, sells mutualfund shares, acts as a broker of options contracts, sells commercialpaper and tax incentive programs, and provides certain other financialservices. In connection with these services, Piper Jaffray personnelregularly offer investment advice to clients including individuals,banks and thrift institutions, investment companies, pension andprofit sharing plans, trusts and estates, charitable organizations, andcorporations and other business entities which is solely incidental tothe conduct of Piper Jaffray's business as a broker-dealer and forwhich no special compensation is received. In addition Piper Jaffrayprovides certain investment advisory services that come within thescope of the Investment Advisers Act of 1940, as amended (the“Advisers Act”), primarily through its Managed Assets Group. Theseadvisory programs and services are described in this disclosuredocument which we are delivering to you instead of Part II of PiperJaffray's Form ADV. A copy of Part II of Piper Jaffray's Form ADV isavailable upon request from your Piper Jaffray financial advisor orfrom the Piper Jaffray Managed Assets Group.

Piper Jaffray is registered as a broker-dealer and investment adviserwith the Securities and Exchange Commission (“SEC”) and is amember of the New York Stock Exchange, Inc. (“NYSE”), AmericanStock Exchange (“ASE”), Boston Stock Exchange (“BSE”), ChicagoStock Exchange (“CHX”), Pacific Stock Exchange (“PCX”), NationalAssociation of Securities Dealers, Inc., (“NASD”), and the NationalFutures Association (“NFA”).

In this brochure, “we,” “our,” “us” and similar words mean PiperJaffray. “You,” “your” and similar words mean a clientparticipating in a Program, as defined below.

INVESTMENT ADVISORY SERVICES

We are the sponsor of several programs which are typicallyreferred to as “wrap fee” programs. Wrap fee programs generallyinclude programs whereby investment advisory services andbrokerage execution services are provided by a sponsor for a singlepredetermined “wrap” fee (regardless of the number of tradescompleted by the client). The complete description of the servicesprovided and the fees payable under each of the “Advisor,”“Counselor,” “Premier Portfolio Management,” “Advantage” or“Unified Managed Account” fee programs (each a “Program”) isprovided below. Each of the Programs, other than Advantage,provide for “discretionary” management of your account, meaningthat the investment manager selected for the account will buy, selland otherwise effect transactions in stocks, bonds and othersecurities or assets without consulting you and without your priorconsent.

Under each of the Programs, other than the Counselor Program,we will assist you to identify your investment objectives, assess

your risk tolerance and help you to develop asset allocationstrategies, which may include an Investment Policy Statement. Ifyou are participating in the Counselor Program, we will assist youin this way only if you request it. Advisor Program

Advisor is a fee-based advisory managed account using third partyinvestment managers who trade the account on a discretionarybasis according to their portfolio style. We will provide you with aselect listing of managers in various product areas from which youmay choose one or more investment managers. We will also assistyou in identifying appropriate investment managers to manageyour assets by analyzing your financial situation, investmentobjectives and other relevant matters. By participating in theAdvisor Program, you will become an investment advisory client ofeach investment manager that you select and appoint under theProgram. These services will be governed by the master agreementbetween the third party manager and Piper Jaffray.

Counselor Program

Counselor is a brokerage account with Piper Jaffray using thirdparty investment managers who trade the account on a discretionarybasis according to their portfolio style. Upon your request, we willassist you in identifying one or more third party investmentmanagers to manage your account by analyzing your financialsituation, investment objectives and other relevant matters. Byparticipating in the Counselor Program, you will become aninvestment advisory client of each investment manager that youselect and appoint. You will be a brokerage client of Piper Jaffrayand may receive investment advisory services in connection withPiper Jaffray assisting you in identifying an investment manager.Because we have not entered into master investment managementagreements with investment managers under the CounselorProgram, you will be required to independently engage eachinvestment manager that you select.

Premier Portfolio Management Program

Premier Portfolio Management is a fee-based advisory managedaccount in which Piper Jaffray has discretion to trade the accountaccording to your specific investment objectives. Piper Jaffray shallexercise this discretion through your financial advisor. Yourfinancial advisor will manage your account based on your financialsituation, investment objectives and other relevant matters.However, your financial advisor is also required to manage youraccount in accordance with investment guidelines (which includeinvestment parameters and other investment safeguards andrestrictions) established by us. Copies of the Premier PortfolioManagement investment guidelines are available from your financialadvisor upon request. By participating in the Premier PortfolioManagement Program, you will become an investment advisoryclient of Piper Jaffray.

-2-

Advantage Program

Advantage is a fee-based mutual fund program offering open-endmutual funds of fund families with whom we have dealeragreements. The Advantage Program services provided by us arenon-discretionary, meaning that you or an authorized third partyhas sole discretion whether to purchase or redeem shares of mutualfunds offered under the Program.

Upon your request, we will submit to you an Asset AllocationRecommendation as to how you might invest the assets in youraccount in one or more general asset categories, based on yourfinancial situation, investment objectives and other relevant matters.Upon your approval of the Asset Allocation Recommendation, we willrecommend to you how you might invest the assets in your account inshares of mutual funds in a manner consistent with the AssetAllocation Recommendation. Mutual fund shares recommended by uswill be limited to mutual funds that we deem to correspond to thegeneral asset categories recommended in your Asset AllocationRecommendation.

We will amend our Asset Allocation Recommendation from time totime as we deem necessary based upon updates to your FinancialQuestionnaire, changes in market conditions, or other factorsconsidered relevant by us. However, because our services are non-discretionary, we will not purchase or redeem shares of mutualfunds to automatically “rebalance” your account to conform to themost recent Asset Allocation Recommendation.

By participating in the Advantage Program, you will have theoption to either have dividends and other distributions frommutual funds paid to the account in cash or to have the dividendsand distributions automatically reinvested in additional mutualfund shares. You should be aware that, if dividends anddistributions are automatically reinvested, you will need to obtainfunds to cover any taxes payable by you to the dividends or otherdistributions from sources other than those dividends ordistributions.

Unified Managed Account (UMA) Program

UMA is a fee-based advisory managed account using a third partyinvestment manager (which we will refer to as the “OverlayManager”) who trades the account on a discretionary basisaccording to a comprehensive target asset allocation selected ordeveloped for the account which will consist of model portfoliosdeveloped by one or more third parties (which we will refer to asthe “Model Portfolio Vendors”) and/or other investment productssuch as mutual funds and exchange-traded funds. You may eitherdevelop a customized target asset allocation (“Custom PortfolioStrategy”) through consultation with us, or select one of a numberof predefined model target asset allocations (“Guided PortfolioStrategies”) designed entirely by us. Custom Portfolio Strategiesallow you to select your preferred account rebalancing frequency,and you may also request an account rebalancing outside of thescheduled rebalancing frequency you select. Financial advisors arenot able to alter Guided Portfolio Strategies for individual Clients,including the scheduled quarterly rebalancing; however, PiperJaffray may make changes to Guided Portfolio Strategies,including changes to the rebalancing frequencies, and we mayrequest a rebalancing outside of the scheduled quarterlyrebalancing. Any such changes and forced rebalancing will beapplied to each account using the Guided Portfolio Strategy.

We will assist you to select or develop the target asset allocationfor your account by analyzing your financial situation, investmentobjectives and other relevant matters. By participating in theUMA Program, you will become an investment advisory client ofthe Overlay Manager. These services will be governed by theOverlay Portfolio Management Agreement between the OverlayManager and us. You will not be an investment advisory client ofthe Model Portfolio Vendors who provide the Overlay Managerand us with model portfolios for use in connection with the UMAProgram.

You acknowledge that trades in securities included in a modelportfolio in your account will likely be made after trades in thosesame securities are made for the accounts of discretionaryinvestment management clients of the Model Portfolio Vendors.This could have an adverse impact on the execution price youreceive if the Model Portfolio Vendor's individual clients whoseaccounts trade before you do so at a volume high enough to impactthe overall market in the securities.

We will determine which Model Portfolio Vendors will providemodel portfolios for use in the UMA Program and those ModelPortfolio Vendors may not delegate their duties with regard to themodel portfolios. We may also terminate Model Portfolio Vendorsor make changes to the investment products included in anyGuided Portfolio Strategy in our sole discretion. If any suchchanges affect a Guided Portfolio Strategy you selected, therelevant portion of your account will be managed using areplacement investment product selected by Piper Jaffray withoutprior notification to or consent by you.

If we remove a model portfolio from the Program that is used in aCustom Portfolio Strategy you developed through consultation withus, you will receive notification at least 30 days prior to such removalstating which model portfolio will no longer be available for yourCustom Portfolio Strategy and listing a replacement model portfolioor other investment product recommended by Piper Jaffray. We willwork with you prior to the removal of any model portfolio to (i) selecta replacement investment product, (ii) revise your Custom PortfolioStrategy without selecting a replacement investment product or (iii)terminate your account. If you have not chosen one of the above threeoptions by the time the model portfolio is removed from the Program,you will be deemed to have consented to the use in your account of therecommended replacement investment product and your account willbe managed accordingly. You will be responsible for any applicableincome tax that may result from transactions associated with thereplacement of any model portfolio.

The Overlay Manager will provide limited discretionary taxmanagement services for your account if you so choose. If youchoose tax management services, the Overlay Manager will rely onthe tax information provided by you and will provide the servicesin accordance with your instructions set forth in the InvestmentGuidelines (as defined later in this document) and your UMA TaxManagement Services Information Form. You are responsible forupdating any tax information you provide to the OverlayManager. To the extent such information is inaccurate,incomplete or not current, the tax strategy developed by theOverlay Manager for you may be adversely affected. Theprovision of complete, accurate and current tax information isyour responsibility. The Overlay Manager may not be able to

-3-

provide effective tax management services when such services arenot elected at the beginning of a fiscal year.

You should note that Custom Portfolio Strategies and GuidedPortfolio Strategies reflect target asset allocations only, and thatcertain deviations from your Custom Portfolio Strategy or GuidedPortfolio Strategy will occur due to, among other things,fluctuation in the market value of securities in the account beforerebalancing, any investment restrictions you impose onmanagement of the account and tax management services, ifselected by you.

OTHER SERVICES

Execution Services

We will generally act as broker-dealer with respect to alltransactions for your account. The fees charged under thePrograms generally cover transactions effected with or through usbut not transactions effected with or through other broker-dealers.If you are an Advantage Program client, you will pay alltransaction costs with respect to any non-mutual fund assets heldin your account.

We or any third party investment manager appointed by you mayeffect transactions through or with other broker-dealers if we orthey reasonably believe in good faith that the other broker-dealerswill provide better execution. Executing transactions through orwith other broker-dealers will result in additional transaction coststo you.

Custody Services

Unless otherwise specified in our client agreement with you, wewill serve as the custodian for the assets in your account and willprovide customary custodial services for your account. Allsecurities (in a form requiring registration) will be registered in ourname or in the name of our nominee.

Social Screening Services

In connection with your Program, you may be able to utilize oursocial screening services, which provide qualitative equitysecurities screening to client accounts for certain positivefeatures, such as the environment, employee relations, diversityand product quality, as well as exclusionary screening for certainnegative features, such as tobacco, nuclear power, militaryweapons systems, alcohol and gambling. If you choose to utilizethese services, you will be required to complete a SocialQuestionnaire, which we will use in consultation with you todevelop social screening criteria that reflect your social values. Ifyour account is managed by someone other than Piper Jaffray,we will provide social screening services only if the third partyinvestment manager agrees to notify us each time it is consideringa security for purchase for your account, and to act in accordancewith our determination whether the security meets your socialscreening criteria.

In the case of each security being considered for purchase for youraccount, we will review information regarding the issuer, analyzethis information against your social screening criteria and, as soonas reasonably practicable in the circumstances, determine (and if

applicable, notify the third party investment manager) whether thesecurity meets your social screening criteria.

Using our social screening services may impact the investmentperformance of your accounts. It may also impact the timing oftrading in your accounts and, as a result, may have an effect on theprice paid for securities purchased for the accounts. You shouldnote that social screening services involve the exercise of subjectivejudgment. Moreover, while we believe that the information uponwhich we rely in providing social screening services is accurate, wecannot and do not warrant the accuracy of such information. Inparticular, it is difficult to accurately screen foreign companies dueto a lack of public records, varying environmental and laborstandards and different political climates.

At your request, we will also work with you to help you understandand vote proxies relating to the securities held in your accounts. Wemay refer you to the As You Sow Foundation, a not-for-profitorganization whose corporate accountability program focuses onshareholder advocacy by providing shareholder dialogue andresolution management services. As You Sow Foundation in notaffiliated with Piper Jaffray; however, certain employees of PiperJaffray may be affiliated with As You Sow Foundation.

Please consult with your financial advisor to determine whethersocial screening services are available to you.

Margin Loans

Margin Lending is provided for eligible accounts and permits youto borrow funds from Piper Jaffray using the cash and securitieswithin your Account as collateral. You will be required tomaintain minimum equity within the Account to adequately secureany loans. For Advisor, Counselor and UMA accounts, you will beasked to sign a separate Cross Collateral Account Agreement.

A UMA client utilizing tax management services should seek advicefrom a qualified tax advisor regarding the implications, if any, ofsuch a loan with respect to any tax management services requestedand the ability to effect such tax management services.

Provision of Reports

We will provide you with prompt confirmation of each securitiestransaction we effect in your account and with periodic activitystatements. We will also forward copies of the confirmations to anythird party investment manager. If one or more investment managershas investment discretion over your account, you may elect to waiveyour right to receive confirmations, in which case we will only sendthem directly to the appropriate investment manager. If you dowaive your right to receive confirmations, we will still send theperiodic activity statements to you

At your request, we will provide you with a quarterly performancereport. This report is a statistical compilation of the performance ofyour account during the preceding calendar quarter. It will alsosummarize how assets are allocated among general asset classes andanalyze the performance of your account relative to an appropriatebenchmark. Performance information that we provide you may besupplied directly by your Piper Jaffray financial advisor.

-4-

Money Market Mutual Funds

Some of the assets in your account may be held in cash or cash equivalents temporarily pending investment or as a defensivestrategy. If your account has a “free credit cash balance,” it willautomatically be “swept” daily into shares of one of the followingmoney market funds at the then current net asset value. Detailedinformation regarding the following funds can be found in theprospectus for each fund. You should read each prospectuscarefully prior to making a selection.

• Piper Jaffray Prime Obligations Fund• Piper Jaffray Government Obligations Fund• Piper Jaffray Tax Free Obligations Fund• Piper Jaffray Treasury Obligations Fund

INFORMATION PROVIDED TO INVESTMENT MANAGER

Investment Guidelines

Under each Program, you will be required to complete a “FinancialQuestionnaire” or in some cases we will accept an “InvestmentPolicy Statement.” The Financial Questionnaire asks for informationregarding your financial situation, investment objectives and otherrelevant matters. We will use the Financial Questionnaire to identifyyour investment objectives, assess your risk tolerance and help youdecide on your asset allocation strategies. Your completed FinancialQuestionnaire also forms the basis of investment, asset allocationand investment manager recommendations made by us. You willalso need to advise us in writing of any other investment objectives,policies, guidelines or restrictions that apply to your account,whether they arise by law, contract or otherwise. If you choose, andit is available to you, your investment restrictions may includelimitations relating to social issues. See “Social Screening Services”above. In this document we will refer to the Financial Questionnaireand any other written investment objective, policy, guideline orrestriction collectively as your “Investment Guidelines.”

Unless you participate in the Counselor Program, we will providecopies of your Investment Guidelines, including any changes, to anythird party investment manager that you select as part of a Program.If you participate in the Counselor Program, you must provide yourInvestment Guidelines, including any changes, directly to your thirdparty investment manager.

You should note that neither we, nor any third party investmentmanager, will be liable for investments made or advice given inviolation of any Investment Guideline of which you did not notifyus in writing. Further, unless you advise us otherwise in writing,we will assume that full liquidation of securities positions in youraccount is permissible.

Consultations

Your Piper Jaffray financial advisor will be reasonably available toyou during normal business hours for consultation regarding yourfinancial situation, Investment Guidelines and other mattersrelated to your account. A consultation would be an opportunityto revisit your Investment Guidelines and communicate anychanges to your financial advisor. We do not place any restrictionson communications between you and your Piper Jaffray financialadvisor or any third party investment manager that may beselected under a Program.

MONITORING AND REVIEW

Selection of Third-Party Investment Managers

We identify suitable third party investment managers and ModelPortfolio Vendors for participation in the Advisor and UMAPrograms (and for the Counselor Program when requested byclients) by investigating third party investment managers whorepresent a variety of management styles. Our investigationgenerally consists of analyzing a third party investment manager's,or a Model Portfolio Vendor's performance history, investmentstrategy, reputation, business organization and other factors.

Investment Manager Performance Reviews

Unless you participate in the Counselor Program, we willautomatically monitor each investment manager's compatibility andperformance with respect to your investment objectives on a regularbasis. If you participate in the UMA Program, we will monitor theperformance of each model portfolio provided by the ModelPortfolio Vendors. As your investment objectives change, aparticular investment manager, or in the case of the UMA Program,a particular asset allocation or model portfolio, may no longer beappropriate. In such an instance, we may recommend the removaland replacement of the investment manager, asset allocation ormodel portfolio. If you participate in the Counselor Program, uponyour request, we will conduct a review of your account.

Performance information provided to us by third party investmentmanagers will not be independently reviewed by us or any otherthird party to verify accuracy or compliance with any statedstandards. Performance information provided to us by third partyinvestment managers will generally not be calculated on a uniformand consistent basis.

Account Reviews

Accounts are reviewed on a daily and monthly basis by branch officemanagers in accordance with our policies and procedures.

REQUIREMENTS FOR PARTICIPATION

In order to participate in the Advisor Program, we require a $100,000minimum initial account value for equity accounts, a $150,000 minimumaccount value for balanced accounts (i.e., equity and fixed incomeinvestments), and a $250,000 minimum account value for fixed incomeaccounts. To participate in the Counselor Program we require aminimum initial account value of $100,000. To participate in the UMAProgram we require a minimum initial account value of $250,000. Theminimum amount allocated to any one model portfolio in a UMAaccount is between $75,000 and $100,000 and any mutual fund andexchange-traded fund must meet a minimum allocation of $5,000. Toparticipate in the Premier Portfolio Management Program, we require aminimum initial account value of $50,000. To participate in theAdvantage Program, we require a minimum initial account value (incash or mutual fund shares) of at least $25,000. Some third partyinvestment managers selected may require a higher minimum accountvalue. We may waive minimum initial account value requirements,upon the agreement of the relevant third party investment manager andus, or with respect to the Premier Portfolio Management Program orAdvantage Program, in our sole discretion, if circumstances warrant.

-5-

If your account falls below the minimum account value due towithdrawals or transfers from your account, you will be requiredto add sufficient assets to the account to achieve the minimumaccount value or to replace the amount withdrawn. If you fail tomaintain the minimum account value, we may terminate our clientagreement with you. Other than each Program's minimum initialaccount value, we place no restrictions on the types of clients thatmay participate in the Programs but we retain the right to refuseany prospective client for any reason whatsoever.

FEES AND EXPENSES

For purposes of this our client agreement with you, the term “FeeAssets” shall mean the sum of the market value or valuesdetermined in good faith of those securities and other assets heldwithin the account, excluding and without regard to anyoutstanding margin debits, calculated as described below. If youare an Advantage Program client, Fee Assets do not include anynon-mutual fund assets held in your account.

In calculating the value of the Fee Assets, securities listed on anynational securities exchange are valued as of the valuation date atthe closing price on the principal exchange on which they are traded.Piper Jaffray will value any other securities in the account in amanner we determine to be in good faith. The value of securitiesmay fluctuate due to many factors, including market conditions. TheFee will be assessed on the Fee Assets within the account.

If you are a UMA Program client, your initial fee will be calculatedusing the investment product weightings of the Guided PortfolioStrategy or Custom Portfolio Strategy you select, rather than thetypes of assets you initially transfer into the account.

Except as otherwise described below, each Program is a “wrap feeprogram” under which our fee will generally include compensationfor the advisory services provided by us, custodial and executionservices (with no separate charge for brokerage commissions onagency trades or markups or markdowns on principal transactions),and all reports provided by us. However, the fees that you will payunder a Program will generally not include compensation for (i)brokerage commissions on agency trades and markups andmarkdowns on principal transactions effected with or through abroker-dealer other than us, (ii) interest on debit account balances,(iii) the entire public offering price (including underwritingcommissions or discounts) on securities purchased from anunderwriter or dealer (including Piper Jaffray) involved in adistribution of securities, (iv) odd-lot differentials and exchange fees,transfer taxes, and other fees required by law, (v) checking, IndividualRetirement Account, Prime or other account fees charged by us (ifany), and (vi) fees and expenses charged (other than front end salescharges) or incurred by mutual funds in which you may invest.

The overall cost of a Program to you may be more or less thanpurchasing the services separately, depending upon the trading activityin your account and the investment advisory services and custodyservices provided by us. Further, other broker-dealers and investmentadvisers offer similar comprehensive fee advisory arrangements, someof which may be more or less costly. In determining whether toparticipate or to continue to participate in a Program, you should beaware that you may purchase securities without participating orcontinuing to participate in a Program. However, in that situation,you would not be provided with the services corresponding to theProgram described in this brochure.

At the client's request, accounts may be grouped with other fee-basedaccounts for billing purposes. The Schedule of Fees is applied to the FeeAssets of the accounts in the group. The benefit is to reach a higherbreak-point on the Schedule of Fees, thereby lowering the fee which isapplied to all of the accounts in the group.

The fees that you pay to us for services described in this brochuremay, in certain circumstances, be negotiated. Additionally, youmay pay a higher or lower fee than other clients, depending onconsiderations such as the size of your account, the amount of timeyou have had an account with us, the total amount of business thatyou conduct with us and the services which you request inconnection with your Account and other relevant criteria.

In certain situations, Piper Jaffray may in its discretion agree to afixed fee in lieu of any of the asset-based fees described in thisBrochure. In such situations, the fixed fee may be higher or lowerthan the asset-based fee that would otherwise be paid by you. Youwould still be responsible for fees and expenses that would nothave been covered by the asset-based fee. Any fixed fee may berenegotiated by Piper Jaffray from time to time.

From time to time, Piper Jaffray, third-party investment managersparticipating in a Program or other service providers may offerreduced Program fees. These offers are typically available only tonew Program clients for a limited period of time. Informationabout these special offers is available from Piper Jaffray.

Advisor Program

Services under the Advisor Program are offered for an annualcomprehensive fee which covers all investment advisory, execution,custody and other services provided by us and also includes all feescharged by third party investment managers appointed by you under theProgram. Our annual comprehensive fee is based on the Fee Assets heldin your account calculated in accordance with the following schedules.

Equity and Balanced Accounts Fixed Income Accounts

Fee Assets Value Annualized Fee Assets Value Annualized

$100,000-$499,999 3.00% $250,000-$499,999 1.25%500,000-999,999 2.50% 500,000-999,999 1.20%1,000,000-1,999,999 2.20% 1,000,000-1,999,999 1.10%2,000,000-4,999,999 2.00% 2,000,000-4,999,999 1.00%5,000,000-9,999,999 1.50% 5,000,000-9,999,999 .075%10,000,000 and over Negotiated 10,000,000 and over Negotiated

The amount that we will pay each of the third party investmentmanagers selected by you under the Advisor Program is as follows.

Investment Manager’s portion of Total Annual Comprehensive Fee

Equity/Balanced Fixed IncomeAccounts Accounts

All Accounts 0.50% 0.35%

In some instances an Investment Manager may be paid more orless than the above-stated schedule. Information relating to specificfees paid may be obtained by contacting the Piper Jaffray ManagedAssets Group.

-6-

Counselor Program

Under the Counselor Program you pay us an annualcomprehensive fee which covers all execution, custody, andinvestment advisory services, if any, and other services provided byus. Fees paid do not, however, include any payments due to anyinvestment manager which may be selected by you with or withoutour assistance.

Our annual comprehensive fee is based on the Fee Assets held in youraccount calculated in accordance with the following schedule.

Equity and Balanced Accounts Fixed Income Accounts


$100,000-$499,999 2.40% $250,000-$499,999 .625%500,000-999,999 1.90% 500,000-999,999 .500%1,000,000-1,999,999 1.20% 1,000,000-1,999,999 .430%2,000,000-4,999,999 1.00% 2,000,000-4,999,999 .330%5,000,000-9,999,999 0.80% 5,000,000-9,999,999 .220%10,000,000 and over Negotiated 10,000,000 and over Negotiated


Services under the Premier Portfolio Management Program are offeredfor an annual comprehensive fee which covers all investment advisory,execution, custody and other services provided by us. Our annualcomprehensive fee is based on the Fee Assets held in your account and iscalculated in accordance with the following schedules.

Equity /Balanced

Mutual Funds*

Fixed Income Only

Fee Assets Value AnnualizedFee

Annualized Fee

AnnualizedFee

Up to $499,999 3.00% 1.50% 1.25%500,000-999,999 2.50% 1.25% .875%1,000,000-1,999,999 1.90% 1.00% .800%2,000,000-4,999,999 1.60% 0.75% .750%5,000,000-9,999,999 1.50% 0.50% .500%10,000,000 and over Negotiable Negotiable Negotiable

* Except for money market mutual funds, all open-end mutual fund holdingswill be billed using the ‘Mutual Funds’ Schedule of Fees.

Advantage Program

Services under the Advantage Program are offered for an annualcomprehensive fee which covers all investment advisory, custodyand other services rendered by us, except for any transaction costswith respect to any non-mutual fund assets held in your account.Our annual comprehensive fee for Advantage accounts is based onthe Fee Assets held in the account and is calculated in accordancewith the following schedule.

Fee Assets Value Annualized Fee

$25,000 - $499,999 1.50%500,000 - 999,999 1.25%1,000,000 - 1,999,999 1.00%2,000,000 - 4,999,999 0.75%5,000,000 - 9,999,999 0.50%10,000,000 and over 0.75%

UMA Program

Services under the UMA Program are offered for an annualcomprehensive fee which covers all investment advisory,execution, and other services provided by us and also includes allfees charged by the Overlay Manager and Model PortfolioVendors under the Program. Our annual comprehensive fee isbased on the Fee Assets held in your account calculated inaccordance with the following schedules.

Equity / ETF Mutual Funds*


$250,000-$499,999 3.00% $250,000-$499,999 1.50%500,000-999,999 2.50% 500,000-999,999 1.25%1,000,000-1,999,999 2.20% 1,000,000-1,999,999 1.00%2,000,000-4,999,999 2.00% 2,000,000-4,999,999 .075%5,000,000-9,999,999 1.50% 5,000,000-9,999,999 0.50%10,000,000 and over Negotiated 10,000,000 and over Negotiated

* Except for money market mutual funds, all open-end mutual fund holdingswill be billed using the 'Mutual Funds' Schedule of Fees.

Out of this fee, we will pay the Overlay Manager an annual fee of0.20% to 0.28% of assets under management in your account,depending on whether you elect to receive tax managementservices and depending on the total account assets of all Clientsparticipating in the UMA Program.

We will also engage the Model Portfolio Vendors participating inthe UMA Program and pay them an annual fee which is currentlyexpected to range from .30% to .41% of assets under managementin your UMA account that are managed by the Overlay Managerpursuant to the Model Portfolio Vendor's model portfolio(s).

Mutual Fund, Closed-End Fund, Exchange-Traded Fund and otherCollective Investment Vehicle Fees and Expenses

We will not assess or collect from you any transaction fee upon thepurchase or redemption of shares of any class A share mutual fundin addition to the annual comprehensive fee. The annualcomprehensive fee, however, does not include customary fees andother expenses associated with directly investing in collectiveinvestment vehicles, including mutual funds, closed-end funds andexchange-traded funds. The client, as a collective investment vehicleshareholder, will bear a proportionate share of such fees andexpenses along with other shareholders in the collective investmentvehicle. Such fees and expenses are specified and described in theprospectus for each collective investment vehicle and are in additionto the annual comprehensive fee charged by the Programs. You areurged to review the Prospectus and any Statement of AdditionalInformation of each collective investment vehicle for a morecomplete description of the fees and expenses payable by thatcollective investment vehicle.

Purchases of mutual fund shares for your account will not besubject to any front-end sales load that might otherwise beimposed on the sale of open-end mutual fund shares. However,certain mutual funds may charge redemption fees for shares heldless than a stated period. If applicable, you will be solelyresponsible for such fees.

-7-

In the event that, as a consequence of your investment in any mutualfund, including any money market mutual fund, we receive any Rule12b-1 fees from such mutual fund or from its sponsor or investmentadviser, we will deposit those Rule 12b-1 fees as a credit to theAccount. We receive payments from mutual funds (including moneymarket mutual funds), their investment advisers and other affiliates,and some of such payments may be paid in connection with yourinvestment in those funds. Such payments may include fees for set-up, recordkeeping, networking, processing, shareholder servicing,training and types of sales meetings and nominal non-cashcompensation. We may receive brokerage commissions on portfoliotrades executed for mutual funds. We also receive payments,sometimes called revenue sharing payments, from some mutualfunds and their affiliates. Such payments are generally based on thevolume of Piper Jaffray’s sales of such funds and/or the amount offund assets held by Piper Jaffray’s clients. We provide mutual fundsthat make such payments, increased access to our sales force andheightened visibility for their products. We may receive revenuesharing payments in connection with your investment in such funds.We may retain any of the foregoing fees and payments, withoutdepositing such fees and payments in your Account or crediting suchamounts against fees payable to us, to the extent permitted by lawand deemed by us to be appropriate. However, if you are an ERISAPlan, HR-10 (Keogh Plan) or an Individual Retirement Account, wewill deposit as a credit to your Account, revenue sharing paymentsreceived from mutual funds and their affiliates which we determineare associated with the assets in your Account.

When you transfer shares of a collective investment vehicle into youraccount for which commissions, load or sales charges have beenpaid, a fee will now be paid based upon those same assets in orderfor them to be included in this account. The Client agrees in theAgreement that those fees are appropriate in light of the additionalservices that are received for this fee-based account. The feesotherwise applicable to assets held in mutual funds in the PremierPortfolio Management and UMA Programs will not apply to assetsheld in money market mutual funds. Rather, the fees applicable toassets held in the “Equity/Balanced” or “Fixed Income Only”portion of the Account, as applicable, will apply to assets held inmoney market mutual funds.

Payment of Fees and Expenses

Fees are calculated and payable quarterly, in advance, based on amarket appraisal by us of assets in your account as of the last day ofthe preceding calendar quarter. If your agreement with us becomeseffective after the first day of a calendar quarter, the fee for the initialquarter will be calculated proportionately with respect to thenumber of days left in the quarter and based on our market appraisalof the account on the date of the agreement with us.

We will deduct any and all fees and expenses, when due, from theassets held in your account. If you do not have sufficient cash ormoney market fund assets in your account to cover fees dueunder a Program, we will cause, on or after the due date of thosefees, the sale of securities or the redemption of shares of mutualfunds held in your account. If we do not act as custodian for theassets in your account, you are required to instruct any thirdparty custodian to pay invoices you or the custodian receivesfrom us for the fees directly from the assets held in the account inthe same manner as if we were the custodian. The fees we chargewill be the same regardless of whether we act as custodian for theassets in your account.

If you have obtained a margin loan from Piper Jaffray that issecured by the cash and securities held within your Account, PiperJaffray may restrict the withdrawal, transfer or delivery of anyfunds or securities from the Account for the payment of any fees orexpenses whenever the equity within the Account is less thanrequired by agreement. Piper Jaffray may restrict the withdrawal,transfer or delivery of any funds or securities until either the equityis increased or the loans are satisfied.

If additional assets of $100,000 or more are deposited in youraccount during a fee period, we will assess an additional fee withrespect to the value of the deposited assets, pro-rated for thenumber of days remaining in the fee period. If the additional fee ischarged, the amount will be payable on the date the additionalassets are deposited into the account. No adjustment or refund willbe made with respect to partial withdrawals by you during anycalendar quarter.

Where fees and expenses charged by third-party investmentmanagers are not otherwise included in the annual comprehensivefee charged by us, you may request and authorize us to payinvestment managers the fees charged for their services, and todebit your account for the fee.

WITHDRAWAL AND TERMINATION

Additions and Withdrawal

You are required to provide reasonable notice of any additions to,or withdrawals from, your account. We will forward instructionsfor additions and withdrawals to any third party investmentmanager (other than third party investment managers under theCounselor Program) within five business days of receipt. If youparticipate in the Counselor Program, it is your responsibility tocontact your third party investment manager directly with anyinstructions. If you participate in the Premier PortfolioManagement, Advantage, Advisor or UMA Program, we, or yourthird party investment manager will give effect to any additions orwithdrawals within five business days of the relevant partyreceiving notice.

In connection with any withdrawal, we reserve the right to retainamounts in your account sufficient to complete any transactionsopen at the time of withdrawal and to satisfy any amounts you mayowe us. If you wish to withdraw securities from your account, pleasenote that we may require additional time to process your request.

Termination of Client Agreement

The client agreement between you and us may be terminated atwill by either you or us upon 30 days notice. The client agreementwill also terminate automatically 30 days after we receive legaldocuments evidencing your death or incapacity. However, we havereserved the right to retain amounts in your account sufficient tocomplete any transactions open at the time of termination and tosatisfy any amounts you may owe us. You or your third partyinvestment manager (as applicable) will be exclusively responsiblefor instructing us regarding the disposition of the assets in youraccount following termination.

If you terminate your client agreement prior to the firstanniversary of the date that we accept the client agreement, you

-8-

will be subject to a fee of $500 to compensate us for initial set-upcosts and investment advice. We may in our sole discretion waiveany set-up fee if you continue as one of our clients.

If you did not receive this disclosure brochure at least 48 hoursbefore entering into the client agreement, you may terminate theagreement without penalty and without paying the $500 initial set-up fee if you notify us of your desire to terminate your clientagreement within five days of our acceptance of the agreement.However, you accept full responsibility for any risk of market lossesduring this five-day period or any period that you claim the right toterminate this Agreement without penalty.

POTENTIAL CONFLICTS OF INTEREST

Other Business Activities

You should be aware that we and third party investmentmanagers may have investment banking and other relationshipswith publicly-traded companies whose securities we or theyrecommend or purchase for your account. In addition, our andtheir financial advisors, portfolio managers and other employeesand agents may act as directors for such publicly- tradedcompanies. These relationships may from time to time require usand third party investment managers not to trade in the securitiesof such companies.

In addition, we and third party investment managers may give adviceto other clients and take action on behalf of other clients, that maydiffer from advice given to you, or in the nature or timing of actiontaken on your behalf, even though your situation may be similar tothose of such other clients. We and third party investment managersmay also buy or sell securities for your account when we or they, andour or their affiliates, employees and agents, have positions in thesecurities, or some other financial or ownership interest in the issuersof the securities.

In the course of their respective investment banking activities orotherwise, we and third party investment managers may from timeto time acquire material non-public or other information aboutcorporations or other entities or their securities which we or theyare not obligated or permitted to divulge to you or to use in anyway in providing services to you.

Participation or Interest in Client Transactions

In our capacity as a broker-dealer, investment banker andinvestment adviser, we are continually engaged in varioussecurities transactions and trading activities including, but notlimited to, market-making transactions (which involve purchasesand sales of securities for our own inventory accounts) and agencytransactions on behalf of other clients. In some transactions, suchas publicly-offered securities underwritten or otherwise sold by us,we may receive underwriting discounts or commissions. These willbe described in the prospectuses relating to these securities and willbe in addition to the fees we receive under this Agreement. Thesetransactions and trading activities may create a conflict of interestwith our investment advisory clients, including you.

Directed Brokerage

Third party investment managers whose services are recommendedby us may from time to time direct brokerage commissions to usrelating to transactions effected for the accounts of other persons.

We receive payments from mutual fund companies (including moneymarket mutual funds), their investment advisers and other affiliates,and some of such payments may be paid in connection with yourinvestment in those funds. Such payments may include payments forset-up, recordkeeping, networking, processing, and shareholderservicing. Piper Jaffray and its financial advisors receive nominalnon-cash compensation from certain mutual fund companies andtheir affiliates. We also receive contributions or reimbursementsfrom certain mutual fund companies and their affiliates for financialadvisor training, educational meetings or client business meetingsthat have an informational or educational component. We receivepayments, sometimes called revenue sharing payments, from somemutual funds and their affiliates. Such payments are generally basedon the volume of Piper Jaffray’s sale of such funds and/or theamount of fund assets held by Piper Jaffray’s clients. We providemutual funds that make such payments, increased access to our salesforce and heightened visibility for their products. Consequently, ourfinancial advisors might focus on products offered by such fundcompanies when recommending or selecting a mutual fund. Mutualfunds that do not provide revenue sharing fees may have less accessto our sales force.

Compensation of Financial Advisors

A portion of the fees paid to us will, in turn, be paid by us to thePiper Jaffray financial advisor responsible for your account.Because these financial advisors also are paid a portion of thecommissions earned on non-wrap fee accounts for which they areresponsible, and because commissions vary on the basis of theamount of transactions undertaken, a financial advisor might havea financial incentive to recommend wrap-fee programs over otherservices provided by us where the financial advisor believes hiscompensation with respect to a wrap-fee would exceed hiscommissions in respect of other services. Notwithstanding theforegoing, a Piper Jaffray financial advisor often will be unable todetermine at the time services are recommended to a prospectiveclient whether such financial advisor would accrue the mostpersonal compensation under a fee-based program, or pursuant toa “traditional” transaction-based compensation arrangement or byselling another of our products or services (e.g., mutual funds). Inthe case of relatively active accounts, for example, a Piper Jaffrayfinancial advisor probably would achieve greater compensationunder a transaction-based commission structure than under a fee-based program, so the overall potential conflict of interest may besomewhat uncertain.

Margin Loans

If you obtain a margin loan from Piper Jaffray that is secured bythe cash and securities held within your Account, Piper Jaffraymay restrict the discretionary authority of any third partyinvestment manager or Overlay Manager to manage your Accountif the equity within the Account is less than required by anyagreement between you and Piper Jaffray. In addition, PiperJaffray may restrict the payment of any fee or the withdrawal,transfer or delivery of any funds or securities from the Accountuntil either the amount of the equity is increased or the loans are

-9-

satisfied. Whenever a loan is outstanding and payable to PiperJaffray, the interest of Piper Jaffray in the repayment of the loanmay conflict with your interests in the Account. Furthermore, theexistence of a loan could adversely affect the ability of any thirdparty investment manager or Overlay Manager to manage theaccount in accordance with your investment objectives and couldimpact the ability of Piper Jaffray to provide impartial adviceregarding the management of the Account.

The equity required to be maintained for any loans from PiperJaffray may be higher than required by other financial institutionsoffering similar services.

Special Conflicts Applicable to UMA Program

In the case of the UMA Program, we may have an incentive toadvise you to allocate your assets to mutual funds, exchange-traded funds and other investment products, rather than use modelportfolios, because while we pay the Model Portfolio Vendors outof the fees we receive from you, you pay the investmentmanagement fees and expenses associated with investments inmutual funds, exchange-traded funds and other investmentproducts in addition to the fees you pay us.

Supervisory Procedures Concerning Potential Conflicts of InterestTransactions

We have established supervisory procedures concerning potentialconflicts of interest transactions. These policies and procedures,which are part of our compliance system, are designed to restrictor condition transactions in proprietary and employee accounts.These policies and procedures are designed to prevent, amongother things, improper or abusive conduct in instances where thereis a potential conflict of interest with a client or transactions in theaccount of a client.

METHODS OF ANALYSIS

In general, we utilize methods, or a combination of methods, ofsecurities analysis (e.g., fundamental analysis, technical analysis,cyclical analysis or charting) determined by us to be appropriate inlight of the circumstances under which investment advice orcounseling is provided. We do not believe that any single method ofanalysis is appropriate in all situations.

Sources of Investment Information

We use any source of financial or other information available to usand believed by us to be relevant in determining the advice orcounsel which we will render to our clients. This information mayinclude, but is not necessarily limited to, financial newspapers andmagazines, periodic reports, prospectuses, filings with the SEC,press releases, research materials prepared by others, ratings byrecognized rating organizations, use of computer services andsimilar analytical devices, and consultation with otherprofessionals, such as attorneys, accountants and other experts.

While we will not utilize any information or data if we have reasonto believe that the information is not accurate, we will notindependently verify and cannot guarantee such information anddata. To the extent that you invest in mutual fund shares, youshould be aware that we will rely upon published net asset valuesand performance information provided by the mutual fund. We

will not seek to independently verify any published net asset valueor performance information, although information provided bymutual funds is required to be calculated and presented inaccordance with standards promulgated by the SEC.

EDUCATION AND BUSINESS STANDARDS

We do not employ any person in connection with the provision ofinvestment advisory-type services (other than clerical oradministerial employees) unless such person has taken and passedcertain required examinations. In addition, we consider otherfactors, such as prior relevant employment and educationalbackground, in determining whether an applicant is suitable foremployment with us.

Piper Jaffray financial advisors participating in the PremierPortfolio Management Program are selected based on a number offactors, including their overall level of experience, education andcompletion of appropriate regulatory examinations. Piper Jaffrayfinancial advisors providing investment advice under the PremierPortfolio Management Program are also required to pass acomprehensive portfolio management training course (or havecomparable educational or investment experience). Piper Jaffrayfinancial advisors are supervised on a daily basis by their respectivebranch office managers.

Executive Officer of the Programs

Thomas Seitz, Senior Vice President, Director of Wealth AdvisoryServices, was born on January 21, 1955. Mr. Seitz graduated fromRegis University, Denver Co in 1977 with a Bachelor of Science degree.Mr. Seitz has been affiliated with Piper Jaffray since April 2004.

CODE OF ETHICS

Piper Jaffray maintains a Code of Ethics and Business Conduct(the “Code”), which embodies the commitment of Piper JaffrayCompanies and all its affiliated entities to conducting its businessin accordance with all applicable laws, rules and regulations andthe highest ethical standards. The Code covers a wide range ofbusiness practices and procedures for carrying out each director,officer, or employee’s responsibilities on behalf of Piper Jaffrayand observing the highest standards of ethical conduct. PiperJaffray directors, officers and employees must conduct themselvesaccording to these standards and must seek to avoid even theappearance of improper behavior. The Code prohibits use ofmaterial non-public information and regulates personal securitiestrading by directors, officers and employees. Piper Jaffraydirectors, officers and employees are responsible for reviewing theCode annually and for acting in compliance with the Code.

For a copy of the Piper Jaffray Code of Ethics, you may contactyour financial advisor or Piper Jaffray.

STATEMENT OF FINANCIAL CONDITION

A current copy of our statement of financial condition is availableby contacting your financial advisor or by visitingpiperjaffray.com.

-10-

MISCELLANEOUS

Amendments

We may amend the Client Agreement between you and us at any timethat we deem it appropriate, upon prior written notice to you.

Taxes

We recommend that you consult with your accountant or taxadvisor regarding the tax treatment of your investment in aProgram. You should be aware that payment of an asset-based feemay or may not produce accounting, bookkeeping and/or incometax results different from those resulting from the payment ofsecurities transaction commissions or other charges on atransaction-by-transaction basis.

Legal Proceedings

Pursuant to the client agreement, we will not be obligated to takeany action on behalf of or render any advice to you regarding legalproceedings involving securities or other investments held in youraccount, or the issuers thereof, including bankruptcies. You willretain the right and obligation to take action relating to thesecurities held in your account.

Proxies

If you are an Advisor, Counselor, Advantage, Premier Portfolio orUMA Program client (other than an ERISA plan), we will forwardall proxy solicitations and other related material including interimreports, annual reports and any other issuer mailings (“RelatedMaterials”) that we receive with respect to securities held in youraccount to you to vote. For all ERISA Plan clients participating inthese Programs, we will forward all proxy solicitations and otherrelated material to your sponsor, trustee or other fiduciary to vote.ERISA Plan clients can alter this procedure only upon writteninstruction from the ERISA Plan fiduciary that such materialsshould be forwarded to another party for voting.

An Advisor, Counselor or UMA Program client may elect inwriting to designate the applicable investment manager (subject tosuch manager's acceptance) to receive proxy solicitations and tovote proxies on your behalf or, alternatively, direct us in writing toforward all proxy solicitations to an independent third party ofyour choosing to receive proxy solicitations to vote such proxieson your behalf.

A Premier Portfolio Management Program client may choose anindependent third party or authorize us in writing to engage, on yourbehalf, an independent third party to vote proxies in accordance withsuch third party's proxy voting policies and procedures.

An Advantage Program client may designate an independent thirdparty of their choosing to vote proxies.

You have the unqualified right to rescind a proxy votingdesignation for any reason and can elect to receive the proxysolicitation material and related material and vote proxies yourselfor designate a third party to receive materials to vote. Piper Jaffray has no authority, direct or implicit, and accepts noresponsibility for taking any action or rendering any advice with

respect to the voting of proxies related to securities held in youraccount in any Program. Our obligations with respect to any suchsolicitation shall be limited exclusively to forwarding, within areasonable period of time, to the designated party any materials orother information with respect to such solicitation.

Additional Information

More information regarding any third party investment managerin the Programs is available in the investment manager's FormADV Part II, a copy of which we will provide to you upon request.

ERISA

If you are an ERISA Plan, IRA or an HR-10 (Keogh) Plan client,you, or the person entering into the client agreement on yourbehalf, will be required to make certain representations andwarranties that other clients will not be required to make in orderto participate in a Program.

-1-

ADVISORY PROGRAMS CLIENT AGREEMENT

MANAGED ASSETS GROUP

(Advisor, Counselor, Premier Portfolio Management, Advantage & Unified Managed Account Programs)

This Client Agreement covers certain of the advisory fee-based programs offered by Piper Jaffray & Co. (“Piper Jaffray”). Eachis listed below with a brief description of the Program. After the description are directions to the various areas of the Agreementthat apply to each Program and all forms necessary for each Program. Please check the box next to the Program(s) to be coveredby this Agreement.

ADVISOR

Fee-based advisory managed account using third partyinvestment managers who trade the account on adiscretionary basis according to their portfolio style. PiperJaffray provides a select listing of managers in variousproduct areas from which the client may choose.

• Complete section three of the Financial Questionnaire orsubmit an Investment Policy Statement.

• Please complete pages 12-14 and sign page 14.

• Complete the Performance Report Set-Up form E1031.

COUNSELOR

Brokerage account with Piper Jaffray and client mayreceive investment advisory services from Piper Jaffraywhich assist the client in identifying third party investmentmanagers. Third party investment managers, designated bythe client, may trade the account on a discretionary basisaccording to their portfolio style.




• A separate Securities Trading Authorization (Limited)form E0409S must be signed by you and the InvestmentCounselor and returned to Piper Jaffray.

• Complete and sign a Trading Direction Letter formE4021 and submit to the Investment Counselor.

PREMIER PORTFOLIO MANAGEMENT

Fee-based advisory managed account, in which a PiperJaffray financial advisor has discretion to trade the accountaccording to client-specific investment objectives.



• Complete and sign the Performance Report Set-Upform E1031.

ADVANTAGE

Fee-based mutual fund program offering open-end mutualfunds which Piper Jaffray is authorized to distribute. A listingof funds is provided from which the client may choose.


• Please complete and sign page 20.


UNIFIED MANAGED ACCOUNT (UMA)

Fee-based advisory managed account using a third partyinvestment manager (which we will refer to as the “OverlayManager”) to integrate one or more model portfolios,mutual funds and exchange-traded funds into one account.The Overlay Manager trades each account on a discretionarybasis according to client-specific investment mandates,which may include tax management services.



• Optional: Complete and sign form E1400 if you haveselected tax management services.

• Complete the Performance Report- Set Up form E1031.

AA

Form E4272 (4/05)








http://pjcinet1.pjc.int/groups/public/documents/forms/form-e1400.pdf









-2-

In this Agreement, “we,” “our,” “us” and similar wordsmean Piper Jaffray. “You,” “your” and similar words meanthe undersigned Client. This Agreement is entered intobetween us and you. Unless otherwise stated, all provisionsof this Agreement apply to all Programs.

THE ACCOUNT

The term “Account” refers to all assets invested in anyadvisory fee-based program offered by Piper Jaffray. If youuse this Agreement to open an account in more than one typeof advisory program or more than one account in any oneadvisory program, the term “Account” will reflect theomnibus nature of the advisory relationship.

INVESTMENT ADVISORY SERVICES

We will assist you to identify your investment objectives andassess your risk tolerance and to develop asset allocationstrategies, which may include an Investment Policy Statement;however, if you are a Counselor Program client, we will assistyou in this way only if you request it. In addition, we willprovide you with the services described below under the nameof the Program you selected above. In all Programs, our advicewill be based on the Investment Guidelines you provide us. Seethe section titled “INVESTMENT GUIDELINES ANDCONSULTATIONS” below.

INVESTMENT GUIDELINES AND CONSULTATIONS

You will need to complete the Financial Questionnaireaccompanying this Agreement. The Financial Questionnaireasks for information about your financial situation,investment objectives and other relevant matters. We will usethe Financial Questionnaire to identify your investmentobjectives, assess your risk tolerance and help you decide onyour asset allocation strategies. You will also need to adviseus in writing of any other investment objectives, policies,guidelines or restrictions that apply to your Account,whether they arise by law, contract or otherwise. If youchoose, your investment restrictions may include limitationsrelating to social issues. You may be able to use PiperJaffray’s social screening services in determining theselimitations. In this Agreement, we will refer collectively toyour Financial Questionnaire, any Investment PolicyStatement and any other written investment objectives,policies, guidelines and restrictions you provide to us as the“Investment Guidelines.” We will base the investmentadvisory services we provide to you on the InvestmentGuidelines. It is therefore very important that you promptlynotify us in writing of any change in the InvestmentGuidelines. We will provide a copy of the InvestmentGuidelines, including any changes, to any third partyinvestment managers; however, if you are a Counselor client,you must provide your Investment Guidelines, including anychanges, directly to your third party investment manager.We or any third party investment manager may determine,within a reasonable time after receipt of the InvestmentGuidelines or any change in the Investment Guidelines, that

we or it is unable to satisfactorily provide the servicescontemplated by this Agreement. In this case, we, it or youmay terminate this Agreement in the manner described in thesection titled “TERMINATION OF AGREEMENT.” We,any third party investment manager and the affiliates of eachwill not be liable to you or any other party for investmentsmade or advice given in violation of any InvestmentGuidelines of which you did not notify us in writing orwhich have not been accepted by us and the third partyinvestment manager.

If you fund this Account with securities positions we willassume that full liquidation and reinvestment is permissibleunless you advise us otherwise in writing.

Your Piper Jaffray financial advisor will be reasonablyavailable to you for consultation regarding your financialsituation, Investment Guidelines and other matters relatingto your Account. A consultation would be an opportunity torevisit Investment Guidelines and communicate any changesto those guidelines to your Piper Jaffray financial advisor.You may also request a joint consultation with your PiperJaffray financial advisor, third party investment managerand accountants, attorneys or other third party advisors.

Advisor Program

We will assist you to select and appoint one or more third partyinvestment managers participating in the Advisor Program. Inthis Agreement, we will refer to each third party investmentmanager you select as the “Selected Investment Advisor.” Youwill need to complete the schedule included in this Agreementtitled “Advisor.” You will become an investment advisory clientof each Selected Investment Advisor you appoint. The SelectedInvestment Advisor will provide discretionary investmentmanagement services with respect to all or a portion of theassets in your Account. These services will be governed by themaster agreement between the Selected Investment Advisor andus. At your request, we will provide you with a copy of eachmaster agreement that will apply to you.

Counselor Program

In this Agreement, we will refer to each third partyinvestment manager you select as the “Selected InvestmentCounselor.” We may assist you to select one or more thirdparty investment managers; however, you will be responsiblefor engaging each Selected Investment Counselor. You willhave a separate agreement and be an investment advisoryclient of each Selected Investment Counselor you engage.You will be a brokerage client of Piper Jaffray and mayreceive investment advisory services in connection withassisting in identifying Selected Investment Counselors. TheSelected Investment Counselor will provide discretionaryinvestment management services with respect to all or aportion of the assets in your Account. These services will begoverned by the agreement between each Selected InvestmentCounselor and you.

-3-

We will not be responsible for monitoring the performanceof the Selected Investment Counselor.

Under the Counselor Program you pay Piper Jaffray anannual comprehensive fee which covers investment advisoryservices, if any, execution, custody and other servicesrendered by Piper Jaffray to you.

Fees paid do not include any payments due to any SelectedInvestment Counselor which may be selected by you with orwithout our assistance. You may direct any SelectedInvestment Counselor to invoice Piper Jaffray for paymentsdue from you to the Selected Investment Counselor. Unlessotherwise stated in the Counselor schedule pages, you agreethat Piper Jaffray may pay any invoiced fees to the SelectedInvestment Counselor directly from the assets of the Account.

You will advise us of the appointment, terms of engagement(including any changes) and termination of each SelectedInvestment Counselor. You will need to complete the scheduleincluded in this Agreement titled “Counselor” and for eachSelected Investment Counselor you engage, a “SecuritiesTrading Authorization (Limited)” form (409S). We may actupon the instructions of any Selected Investment Counselorwhich has investment discretion over some or all of the assetsin your Account until you advise us in writing that you havenotified the Selected Investment Counselor that its engagementhas been terminated. However, we will not accept instructionsfrom any Selected Investment Counselor until we receive fromyou a signed “Securities Trading Authorization (Limited)”form authorizing us to do so.


You have appointed us to exercise discretionary authority toinvest and reinvest the assets in your Account in accordancewith the Investment Guidelines. Piper Jaffray shall exercisethis discretion through the Piper Jaffray financial advisorassigned to your Account.

In this Agreement, we will refer to the Piper Jaffray financialadvisor as your “Selected Premier Portfolio Manager.” Youwill need to complete the schedule included in thisAgreement titled “Premier Portfolio Management.”

As your agent and attorney-in-fact with respect to the Account,we may when we deem appropriate (and without consultingwith you) buy, sell and otherwise effect transactions in stocks,bonds and any other securities or assets (including but notlimited to money market instruments, closed-end investmentcompanies, warrants, put and call options to buy or sell stocks,bonds and other securities), or engage in any new investmenttechnique for the acquisition or sale of any of the foregoing, forsuch price and on such terms as we, in our sole discretion,deem advisable. In addition, we may act on your behalf in allmatters whatsoever necessary or incidental to servicing, andeffecting transactions in, your Account.

Advantage Program

The Advantage Program services provided by us are non-discretionary. Upon request, we will submit to you an assetallocation recommendation as to how you might invest theassets in your Account in one or more general asset categories.Once you have approved an asset allocation recommendation,we will recommend to you how you might invest the assets inyour Account in shares of one or more mutual funds in amanner consistent with the asset allocation recommendation.We may revise our asset allocation recommendation from timeto time. Once you have approved the revised asset allocationrecommendation, we will make a revised recommendationregarding your mutual fund investments.

You will be charged normal brokerage commissions onagency trades and normal markdowns on principaltransactions in any non-mutual fund assets held in yourAccount. We will provide only broker-dealer, and notinvestment advisory, services with respect to any non-mutualfund assets, and you will not be charged any investmentadvisory fee on those assets.

You will need to complete the schedule included in thisAgreement titled “Advantage.”

UMA Program

We will assist you to select or develop a comprehensive targetasset allocation (“Portfolio Strategy”) for your Account whichwill consist of model portfolios developed by one or morethird party vendors and/or other investment products such asmutual funds and exchange-traded funds. You may eitherdevelop a customized target asset allocation (“CustomPortfolio Strategy”) through consultation with a Piper Jaffrayfinancial advisor or select one of a number of predefined targetasset allocations (“Guided Portfolio Strategy”) designedentirely by Piper Jaffray. Piper Jaffray financial advisors arenot able to alter the Guided Portfolio Strategies for individualClients. However, from time to time Piper Jaffray may makechanges to the Guided Portfolio Strategies, including changesin the investment products within the Guided PortfolioStrategy, which will be incorporated in each Account using therevised Guided Portfolio Strategies without prior notificationto or consent by you. This target asset allocation will then beimplemented by the Overlay Manager, who will providediscretionary investment management services with respect tothe assets in your Account based upon the Account's targetasset allocation and other Investment Guidelines, which mayinclude a specified periodic rebalancing frequency selected byyou if you choose a Custom Portfolio Strategy. Youacknowledge that trades in securities included in a modelportfolio in your Account will likely be made after trades inthose same securities are made for the accounts ofdiscretionary investment management clients of the modelportfolio vendors.

If you so choose, the Overlay Manager will also providelimited discretionary tax management services for your

-4-

Account in accordance with your instructions set forth in theInvestment Guidelines and the UMA Tax ManagementServices Information.

If we remove a model portfolio from the Program that isused in a Custom Portfolio Strategy you developed with yourPiper Jaffray financial advisor, you will receive notificationat least 30 days prior to such removal, stating which modelportfolio will no longer be available for your CustomPortfolio Strategy and listing a replacement model portfolioor other investment product recommended by Piper Jaffray.Your Piper Jaffray financial advisor will work with you priorto the removal of any model portfolio to (i) select areplacement investment product, (ii) revise your CustomPortfolio Strategy without selecting a replacementinvestment product or (iii) terminate your Account. If youhave not chosen one of the above three options by the timethe model portfolio is removed from the Program, you willbe deemed to have consented to the use in your Account ofthe recommended replacement investment product and yourAccount will be managed accordingly.

You acknowledge that Custom Portfolio Strategies andGuided Portfolio Strategies reflect target asset allocationsonly, and that deviations from your Custom PortfolioStrategy or Guided Portfolio Strategy will occur due to,among other things, fluctuations in the market value ofsecurities in the Account before rebalancing, any investmentrestrictions you impose on management of the Account andtax management services, if selected by you. You will need to complete the schedule included in thisAgreement titled “UMA.” You will become an investmentadvisory client of the Overlay Manager. These services willbe governed by the Overlay Portfolio ManagementAgreement between the Overlay Manager and us, a copy ofwhich we will provide to you upon your request. However,you will not be an investment advisory client of anyone whoprovides the Overlay Manager and us with model portfoliosfor use in connection with the UMA Program.

CHANGE IN FINANCIAL ADVISOR

You may change your Piper Jaffray financial advisor only bygiving verbal or written notice to us. Any such change issubject to our approval. If your Piper Jaffray financialadvisor terminates his or her employment with us, or if weconclude in our sole discretion that he or she is unable toprovide the investment advisory services contemplated bythis Agreement, we will continue to perform the servicescontemplated by this Agreement and will assign a new PiperJaffray financial advisor to your Account.

APPOINTMENT OF BROKER-DEALER

You authorize us and any third party investment managersto effect transactions in the Account through or with us, asbroker-dealer, subject only to any limitations set forth in anyapplicable master agreement. The fees charged under thisAgreement generally cover transactions effected through or

with us but not transactions effected through or with otherbroker-dealers. If you are an Advantage Program client, youwill pay all transaction costs with respect to any non-mutualfund assets held in your Account. In addition, you authorizeus and any third party investment managers to effecttransactions through or with other broker-dealers if we orthey reasonably believe in good faith that the other broker-dealers will provide better execution. You acknowledge thatexecuting transactions through or with other broker-dealerswill result in additional transaction costs to you.

In evaluating which broker-dealer will provide bestexecution, we, Selected Investment Advisors and the OverlayManager will consider the full range and quality of a broker-dealer's services including, among other things, the value ofresearch provided, as well as execution capability,commission rates, financial responsibility andresponsiveness. We, Selected Investment Advisors and theOverlay Manager may select broker-dealers who provide uswith research or other transaction-related services and maycause you to pay such broker-dealers commissions foreffecting transactions in excess of the commissions otherbroker-dealers may have charged. The research and otherservices may be used by us, Selected Investment Advisors andthe Overlay Manager for our own account or other clientaccounts to the extent permitted by law.

You authorize us to establish and trade in accounts in ourname with members of national or regional securitiesexchanges and the National Association of SecuritiesDealers, Inc., including omnibus accounts established for thepurpose of combining orders for more than one client.

If you are an Advisor, Counselor, Premier PortfolioManagement or UMA Program client, you authorize us andany third party investment manager to engage in transactionsinvolving your Account in which we or they act as principal,or as agent while also representing another of our or theirclients on the other side of the transaction, to the extentpermitted by law. No such principal or agency transactionswill be effected for the Account of any ERISA Plan or taxqualified retirement plan covering self-employed individuals(“HR-10 (Keogh) Plan”) or an Individual RetirementAccount. In this Agreement, the term “ERISA Plan” means a“plan” or “employee benefit plan” within the meaning of theEmployee Retirement Income Security Act of 1974.

In accordance with Section 11(a) of the Securities ExchangeAct of 1934 and Rule 11a2-2(T) under the SecuritiesExchange Act, certain transactions effected by us for certaininstitutional clients on a national or regional securitiesexchange must be executed through a floor brokerunaffiliated with us. In the absence of contrary instructions,you expressly authorize us to act as broker for the Accountand to retain compensation payable under this Agreementwhen permitted by law.

We will not be obliged to effect any transaction for yourAccount which we believe would violate any state or federal

-5-

law, rule or regulation, or the rules or regulations of anyregulatory or self-regulatory body, or any Piper Jaffraypolicies or procedures. We may also reject instructions fromyou if, in our reasonable judgment, they are inconsistent withyour Investment Guidelines. We will comply with any suchinstructions only if you provide us with written instructions toproceed with the transaction in spite of our judgment. We willpromptly notify you if we decide to reject any instruction.

APPOINTMENT OF CUSTODIAN; PROVISION

OF REPORTS

You appoint us to act as custodian for the assets in yourAccount unless you specify a third party custodian, whichmay be allowed in certain limited circumstances. Unless youspecify a third party custodian, we will provide customarycustodial services to the Account. All securities in a formrequiring registration will be registered in our name or in thename of a nominee. You agree to hold us and our nomineesharmless from any liability as a holder of record.

We will provide you with prompt confirmation of each securitiestransaction we effect in the Account and with periodic activitystatements. We will also forward copies of the confirmations toany third party investment manager. If one or more investmentmanagers has investment discretion over your Account, you mayelect to waive your right to receive confirmations, in which casewe will only send them directly to the appropriate SelectedInvestment Advisor, Selected Investment Counselor, SelectedPremier Portfolio Manager or Overlay Manager. If you do waiveyour right to receive confirmations, we will still send the periodicactivity statements to you. If you wish to waive your right toreceive confirmations, please complete the section on theprogram schedule pages of this Agreement titled “Waiver ofRight to Receive Confirmations.” This waiver is not available inthe Advantage Program.

At your request we will provide you with a quarterlyPerformance Report. This report is a statistical compilationof the performance of the Account during the precedingcalendar quarter. It will also summarize how assets areallocated among general asset classes and analyze theperformance of the Account relative to an appropriatebenchmark. We may from time to time require informationfrom you to prepare Performance Reports. You agree topromptly furnish such information upon request. Wecontinually seek to improve the statements, reports and othercommunications we send you and may therefore modifytheir content from time to time without your approval.

You agree that you will review all notices, statements,confirmations and reports we furnish to you and that youwill notify us promptly of any discrepancies. If you fail to doso, you will be deemed to have accepted the correctness of allinformation contained in the notices, statements,confirmations and reports.

ADDITIONS, WITHDRAWALS AND CHANGES

You agree to provide reasonable notice of any additions to,or withdrawals from, the Account as well as any changes tothe Investment Guidelines. We will forward instructions foradditions, withdrawals or changes to the InvestmentGuidelines to any third party investment manager other thana Selected Investment Counselor within five business days ofreceipt. If you are a Counselor Program client, it is yourresponsibility to contact the Selected Investment Counselordirectly with any account instructions.

If you are a Premier Portfolio Management, Advantage,Advisor or UMA Program client, we or your SelectedInvestment Advisor or Overlay Manager will give effect toadditions, withdrawals or changes to the InvestmentGuidelines within five business days of the relevant partyreceiving notice. If you are an Advisor, Premier PortfolioManagement or UMA Program client, the SelectedInvestment Advisor, Selected Premier Portfolio Manager orOverlay Manager will invest any additions to the Accountaccording to the current Investment Guidelines unless youinform us in writing that they should be invested otherwise.In connection with any withdrawal, we reserve the right toretain amounts in the Account sufficient to complete anytransactions open at the time of withdrawal and to satisfyany amounts you may owe us. If you wish to withdrawsecurities from your Account, please note that we mayrequire additional time to process your request.

MARGIN LOANS

In certain situations, Piper Jaffray may in its discretionagree to offer margin lending on your Account. If you haveobtained a margin loan from Piper Jaffray that is securedby the cash and securities held within your Account, PiperJaffray may restrict the discretionary authority of the thirdparty investment manager or Overlay Manager to manageyour Account at any time the equity within the Account isless than required by any agreement between you and PiperJaffray. In addition, Piper Jaffray may restrict the paymentof any fees or the withdrawal, transfer or delivery of anyfunds or securities from the Account until either theamount of the equity is increased or the loans are satisfied.

ALLOCATION OF RESPONSIBILITY; LIMITATION

OF LIABILITY

We and our employees and agents will not be liable to youfor any act done or omitted by us or any third party so longas we have not been negligent, committed willfulmalfeasance or violated applicable law. Similarly, SelectedInvestment Advisors, the Overlay Manager and theirrespective employees and agents will not be liable to you forany act done or omitted by them or any third party so longas they have not been negligent, committed willfulmalfeasance or violated applicable law.

You acknowledge that, in providing investment advisoryservices to you under this Agreement, we are basing our advice

-6-

to you on the Investment Guidelines and, in the case ofAdvisor, Counselor and UMA Program clients, on informationregarding third party investment managers and model portfoliovendors provided to us by third parties. We believe that theinformation we receive from third parties is reliable. However,we cannot guarantee its accuracy, and we, our employees andagents will not be liable to you for any advice we give youbased on inaccurate information we receive.

You acknowledge that you have reviewed and approved theInvestment Guidelines. If you are an Advisor, Counselor orUMA Program client, you have also reviewed any disclosurestatement or other written information provided by theSelected Investment Advisor, Selected Investment Counseloror Overlay Manager. We, our employees and agents will notbe liable for any misstatement or omission contained in theInvestment Guidelines or any disclosure statement or otherwritten information provided by the Selected InvestmentAdvisor, Selected Investment Counselor or Overlay Manageror any loss, liability, claim, damage or expense whatsoeverincurred as a result or arising out of, or attributable to, anysuch misstatement or omission.

You should note that, unless you are a Premier PortfolioManagement Program client, we will not have investmentdiscretion over the assets in your Account. If you are anAdvisor, Counselor or UMA Program client, the SelectedInvestment Advisor, Selected Investment Counselor orOverlay Manager, as applicable, will be solely responsible forthe selection of assets and all transactions effected for yourAccount. In no event will we, our employees or agents, beliable to you for any act done or omitted by any third party,including, without limitation, any Selected InvestmentAdvisor, Selected Investment Counselor or Overlay Manager.

If you are an Advisor, Counselor or UMA Program client,you authorize us, as broker-dealer and custodian, tofollow the instructions of the Selected Investment Advisor,Selected Investment Counselor or Overlay Manager, asapplicable, with regard to all transactions under thisAgreement and any applicable master agreement. Thisauthority will remain in full force and effect even if youdie, become incompetent or are disabled, unless revokedor terminated by you or your authorized agent in awritten notice to us. (See section titled “TERMINATIONOF AGREEMENT”). We, our employees and agents willnot be liable to you for following any such instructions.

You understand that the past performance of any SelectedInvestment Advisor, Selected Investment Counselor, SelectedPremier Portfolio Manager, Overlay Manager, modelportfolio, or mutual, closed-end or exchange-traded fund isnot necessarily indicative of future results.

The federal and state securities laws and ERISA imposeliabilities under certain circumstances on persons who act ingood faith, and therefore nothing in this section will in anyway constitute a waiver or limitation of any rights which youmay have under any federal or state securities laws or ERISA.

FEES

See the Schedule of Fees attached to this Agreement thatapplies to the Program you selected. The fees that you pay tous for services described in this Agreement may, in certaincircumstances, be negotiated.

For purposes of this Agreement, the term “Fee Assets” shallmean the sum of the market value or values determined ingood faith of those securities and other assets held within theAccount, excluding and without regard to any outstandingmargin debits, calculated as described below. Margin debitsinclude, but are not limited to, any loans, interest, or othercharges or fees payable by you to Piper Jaffray. If you are anAdvantage Program client, Fee Assets do not include anynon-mutual fund assets held in your Account.

In calculating the value of the Fee Assets, securities listed onany national securities exchange are valued as of thevaluation date at the closing price on the principal exchangeon which they are traded. Piper Jaffray will value any othersecurities in the Account in a manner we determine to be ingood faith. The value of securities may fluctuate due to manyfactors, including market conditions. The fee will be assessedon the Fee Assets within the account.

Fees are calculated quarterly based on the appraisal by PiperJaffray of the market value of the assets in the Account as ofthe last business day of the preceding calendar quarter. Youagree that the fee will be payable in advance, quarterly, first,from free credit balances, if any, in the Account, second, fromthe redemption (which you hereby authorize) of shares of anymoney market funds or balances in any money marketaccount, and to the extent such assets are insufficient to satisfypayment of such fee, the redemption of shares of mutual fundsor the liquidation of securities held in the Account or anyother account you have with us. In the event this Agreementbecomes effective after the first day of a calendar quarter, thefee for such quarter shall be calculated proportionately withrespect to the number of days left in such quarter and based onthe market appraisal by Piper Jaffray of the value of the assetsin the Account as of the effective date of this Agreement. Inthe event this Agreement is terminated prior to the last day ofa calendar quarter, a pro rata portion of the quarterly fee paidin advance, calculated on the basis of the days remaining insuch quarter, will be refunded to you.

If you are a UMA Program client, your initial fee will becalculated using the investment product weightings of thePortfolio Strategy you select, rather than the types of assetsyou initially transfer into the Account.

If additional assets with a market value of $100,000 orgreater are deposited into the Account during a fee period(“New Assets”), we will charge you an additional fee inrespect of the value of the New Assets, pro-rated for thenumber of days remaining in such fee period. The additionalfee will be payable on the date such New Assets aredeposited into the Account. No adjustment or refund will be

-7-

made with respect to partial withdrawals during anycalendar quarter.

The fee you pay us does not include, and you will beresponsible and charged separately for, the following: (i)brokerage commissions on agency trades and mark-ups andmark-downs on principal transactions effected through orwith brokers and dealers other than us, (ii) interest on debitaccount balances, (iii) the entire public offering price(including underwriting commissions or discounts) onsecurities purchased from an underwriter or dealer(including Piper Jaffray) involved in a distribution ofsecurities, (iv) odd-lot differentials and exchange fees,transfer taxes, and other fees required by law, (v) checking,Individual Retirement Account, Prime or other Piper Jaffrayaccount fees (if any), and (vi) fees and expenses charged(other than front-end sales charges) by mutual, closed-endand exchange-traded funds in which the Account invests.

The fees otherwise applicable to assets held in mutual funds inthe Premier Portfolio Management and UMA Programs will notapply to assets held in money market mutual funds. Rather, thefees applicable to assets held in the “Equity/Balanced” or “FixedIncome Only” portion of the Account, as applicable, will applyto assets held in money market mutual funds.

If you are a Counselor Program client, the fee you pay usdoes not include any fees or expenses payable to any SelectedInvestment Counselor.

If you are an Advantage Program client, you will beresponsible for all transaction costs with respect to any non-mutual fund assets held in your Account.

You agree that any expenses not covered by the fee may bepaid directly from the Account in the same manner as the fee.Prices at which securities are purchased will be computed byPiper Jaffray in the customary manner based on the prevailinginter-dealer market price. If Piper Jaffray does not act ascustodian for the assets held in your Account, unless you stateotherwise in writing, you agree to instruct any third partycustodian to pay invoices received by you or the custodianfrom Piper Jaffray for the fee directly from assets held in theAccount in the same manner as if Piper Jaffray were thecustodian. The fee you pay us will be the same regardless ofwhether we act as custodian for the assets in your Account.You will pay the fees of any third party custodian you engage.

In the event that, as a consequence of your investment in anymutual fund, including any money market mutual fund, wereceive any Rule 12b-1 fees from such mutual fund or from itssponsor or investment adviser, we will deposit those Rule 12b-1 fees as a credit to the Account. We receive payments frommutual funds (including money market mutual funds), theirinvestment advisers and other affiliates, and some of suchpayments may be paid in connection with your investment inthose funds. Such payments may include fees for set-up,recordkeeping, networking, processing, shareholder servicing,training and types of sales meetings and nominal non-cash

compensation. We may receive brokerage commissions onportfolio trades executed for mutual funds. We also receivepayments, sometimes called revenue sharing payments, fromsome mutual funds and their affiliates. Such payments aregenerally based on the volume of Piper Jaffray’s sales of suchfunds and/or the amount of fund assets held by Piper Jaffray’sclients. We provide mutual funds that make such payments,increased access to our sales force and heightened visibility fortheir products. We may receive revenue sharing payments inconnection with your investment in such funds. We may retainany of the foregoing fees and payments, without depositingsuch fees and payments in your Account or crediting suchamounts against fees payable to us, to the extent permitted bylaw and deemed by us to be appropriate. However, if you arean ERISA Plan, HR-10 (Keogh Plan) or an IndividualRetirement Account, we will deposit as a credit to yourAccount, revenue sharing payments received from mutualfunds and their affiliates which we determine are associatedwith the assets in your Account.

In certain situations, Piper Jaffray may in its discretion agreeto a fixed fee in lieu of any of the asset-based fees describedin this Client Agreement. In such situations, the fixed feemay be higher or lower than the asset-based fee that wouldotherwise be paid by you. You would still be responsible forfees and expenses that would not have been covered by theasset-based fee. Any fixed fee may be renegotiated by PiperJaffray from time to time.

From time to time, Piper Jaffray, third-party investmentmanagers participating in a Program or other serviceproviders may offer reduced Program fees. These offers aretypically available only to new Program clients for a limitedperiod of time. Information about these special offers isavailable from Piper Jaffray.

The overall cost of a Program to you may be more or lessthan purchasing the services separately, depending upon thetrading activity in your Account and the investment advisoryservices and custody services provided by us. Further, otherbroker-dealers and investment advisers offer similarcomprehensive fee advisory arrangements, some of whichmay be more or less costly.

INVESTMENTS IN MUTUAL FUNDS

In this Agreement, the term “mutual funds” means open-endmanagement investment companies registered with theSecurities and Exchange Commission under the InvestmentCompany Act of 1940 that meet certain guidelines establishedby us from time to time. One of these guidelines is that theshares of the mutual funds will be available to you withoutany front-end sales load that might otherwise be imposed.Certain mutual funds may charge redemption fees inaccordance with their prospectus. If applicable, you will besolely responsible for such fees. Any such fees are described inthe mutual fund's prospectus. The term “mutual funds” alsoincludes money market mutual funds in which Account assetsmay be invested. However, the fees otherwise applicable toassets held in mutual funds in the Premier Portfolio

-8-

Management and UMA Programs will not apply to assets heldin money market mutual funds. Rather, the fees applicable toassets held in the “Equity/Balanced” or “Fixed Income Only”portion of the Account, as applicable, will apply to assets heldin money market mutual funds. See the section titled “MONEYMARKET MUTUAL FUNDS” below.

I understand that if I have transferred into my Accountmutual fund shares for which I have paid a commission,load, or sales charge, I will now pay a fee based upon thosesame assets in order for them to be included in this account.I agree that those fees are appropriate in light of theadditional services I will receive for this fee-based account.

MONEY MARKET MUTUAL FUNDS

You agree that some of the assets in your Account may be heldin cash or cash equivalents temporarily pending investment oras a defensive strategy. You confirm that the selection of anymoney market mutual fund for investment of assets held inyour Account was made after you reviewed the prospectus ofthe fund. You agree that transactions in money market mutualfunds may be carried out with or through us . In addition, youagree that the shares of any money market mutual funds willalso be held in custody by the transfer agent for the funds. Ifyou are a UMA Program client, your initial fee will becalculated using the investment product weightings of theGuided Portfolio Strategy or Custom Portfolio Strategy youselect, rather than the types of assets you initially transferinto the account. You will bear a proportionate share of theexpenses of the funds in which Account assets are invested.

TERMINATION OF AGREEMENT

This Agreement will remain in effect unless you or weterminate it. You or we may terminate the Agreement at willby giving written notice to the other party or verbal noticewhich is acceptable to the other party. The termination willbecome effective within 30 days after the other party receivesthe notice. This Agreement will also terminate 30 days afterwe receive legal documents evidencing your death orincapacity. However, termination will not affect our or yourliabilities under this Agreement that arise from transactionsthat were initiated before termination. We reserve the rightto retain amounts in the Account sufficient to complete anytransactions open at the time of withdrawal and to satisfyany amounts you may owe us.

If you did not receive our disclosure brochure (“ManagedAssets Group Advisory Programs Disclosure Document”) atleast 48 hours before entering into this Agreement, you mayterminate this Agreement without penalty within five businessdays after we accept it. However, you accept responsibility forany risk of market losses during this five business-day periodor during any other period with respect to which you claim theright to terminate this Agreement. If you terminate thisAgreement prior to the first anniversary of the date we acceptit, you agree to pay us a minimum set-up fee of $500 peraccount. You will not have to pay the set-up fee if you havethe right to terminate the Agreement without penalty during

the five business-day period and you terminate the Agreementduring this period. We may in our sole discretion waive anyset-up fee if you continue as our client. You or your third party investment manager, as applicable, willbe exclusively responsible for instructing us regarding thedisposition of the assets in your Account following termination.

The provisions of the sections titled “ALLOCATION OFRESPONSIBILITY; LIMITATION OF LIABILITY;”“FEES;” “TERMINATION OF AGREEMENT;”“APPLICABLE LAW” and “ARBITRATION CLAUSE” willsurvive the termination of this Agreement.

PROXIES

If you are an Advisor, Counselor, Advantage, PremierPortfolio or UMA Program client (other than an ERISAplan), we will forward all proxy solicitations and otherrelated material including interim reports, annual reportsand any other issuer mailings (“Related Materials”) that wereceive with respect to securities held in your Account to youto vote. For all ERISA Plan clients participating in thesePrograms, we will forward all proxy solicitations and otherrelated material to your sponsor, trustee or other fiduciary tovote. ERISA Plan clients can alter this procedure only uponwritten instruction from the ERISA Plan fiduciary that suchmaterials should be forwarded to another party for voting.

An Advisor, Counselor or UMA Program client may elect inwriting to designate a Selected Investment Advisor, SelectedInvestment Counselor or the Overlay Manager, as applicable,(subject to such manager's acceptance) to receive proxysolicitations and to vote proxies on your behalf or,alternatively, direct us in writing to forward all proxysolicitations to an independent third party of your choosing toreceive proxy solicitations to vote such proxies on your behalf.

A Premier Portfolio Management Program client may choosean independent third party or authorize us in writing toengage, on your behalf, an independent third party to voteproxies in accordance with such third party's proxy votingpolicies and procedures.

An Advantage Program client may designate an independentthird party of their choosing to vote proxies.

You have the unqualified right to rescind a proxy votingdesignation for any reason and can elect to receive the proxysolicitation material and related material and vote proxiesyourself or designate a third party to receive materials to vote. Piper Jaffray has no authority, direct or implicit, andaccepts no responsibility for taking any action or renderingany advice with respect to the voting of proxies related tosecurities held in your Account in any Program. Ourobligations with respect to any such solicitation shall belimited exclusively to forwarding, within a reasonable periodof time, to the designated party any materials or otherinformation received by us with respect to such solicitation.

-9-

ACTION WITH RESPECT TO LEGAL PROCEEDINGS

We will not be obliged to give you any advice or take anyaction with respect to legal proceedings, includingbankruptcies, involving securities or other investments heldin the Account or their issuers. You hereby expressly retainthe right and obligation to take any such action.

POTENTIAL CONFLICTS OF INTEREST

We, Selected Investment Advisors, Selected PortfolioManagers and the Overlay Manager may give advice to otherclients and take action on behalf of other clients that maydiffer from advice given to you or in the nature or timing ofaction taken on your behalf even though your situation maybe similar to those of such other clients.

We, Selected Investment Advisors and the Overlay Managerour or their affiliates may have investment banking andother relationships with publicly-traded companies whosesecurities we or they recommend or purchase for yourAccount. In addition, our and their financial advisors,portfolio managers and other employees and agents may actas directors for such publicly-traded companies. Theserelationships may from time to time require us or SelectedInvestment Advisors or the Overlay Manager not to trade inthe securities of such companies. We, Selected InvestmentAdvisors and the Overlay Manager and our or theiraffiliates, may from time to time acquire material non-publicor other information about issuers, which we or they maynot be obliged or permitted to divulge to you or to use in anyway in providing services to you under this Agreement.

We, Selected Investment Advisors and the Overlay Managermay buy or sell securities for your Account when we or they,and our or their affiliates, employees and agents, havepositions in the securities, or some other financial orownership interest in the issuers of the securities.

In our capacity as a broker-dealer, investment banker andinvestment adviser, we are continually engaged in varioussecurities transactions and trading activities including, but notlimited to, market-making transactions (which involvepurchases and sales of securities for our own inventoryaccounts) and agency transactions on behalf of other clients.In some transactions, such as publicly-offered securitiesunderwritten or otherwise sold by us, we may receiveunderwriting discounts or commissions. These will bedescribed in the prospectuses relating to these securities andwill be in addition to the fees we receive under this Agreement.These transactions and trading activities may create a conflictof interest with our investment advisory clients, including you.

We receive payments from mutual fund companies(including money market mutual funds), their investmentadvisers and other affiliates, and some of such payments maybe paid in connection with your investment in those funds.Such payments may include payments for set-up,recordkeeping, networking, processing, and shareholderservicing. Piper Jaffray and its financial advisors receive

nominal non-cash compensation from certain mutual fundcompanies and their affiliates. We also receive contributionsor reimbursements from certain mutual fund companies andtheir affiliates for financial advisor training, educationalmeetings or client business meetings that have aninformational or educational component. We receivepayments, sometimes called revenue sharing payments, fromsome mutual funds and their affiliates. Such payments aregenerally based on the volume of Piper Jaffray’s sale of suchfunds and/or the amount of fund assets held by PiperJaffray’s clients. We provide mutual funds that make suchpayments, increased access to our sales force and heightenedvisibility for their products. Consequently, our financialadvisors might focus on products offered by such fundcompanies when recommending or selecting a mutual fund.Mutual funds that do not provide revenue sharing fees mayhave less access to our sales force.

In the case of the UMA Program, we may have an incentive toadvise you to allocate your assets to mutual funds, exchange-traded funds and other investment products, rather than usemodel portfolios, because while we pay the model portfoliovendors out of the fees we receive from you, you pay theinvestment management fees and expenses associated withinvestments in mutual funds, exchange-traded funds and otherinvestment products in addition to the fees you pay us.

Third party investment managers whose services arerecommended by us may from time to time direct brokeragecommissions to us relating to transactions effected for theaccounts of other persons.

See our Managed Assets Group Advisory ProgramsDisclosure Document for additional information concerningconflicts of interest.

If you have obtained a loan from Piper Jaffray that is securedby the cash and securities held within your Account, thediscretionary authority of any third party investment adviserto manage your Account may be restricted by Piper Jaffray ifthe equity within the Account is less than required by anyagreement between you and Piper Jaffray. In addition, PiperJaffray may restrict the payment of any fee or the withdrawal,transfer or delivery of any funds or securities from theAccount until either the amount of the equity is increased orthe loans are satisfied. Whenever a loan is outstanding andpayable to Piper Jaffray, the interest of Piper Jaffray in therepayment of the loan may take priority to your interests inthe Account, could adversely affect the ability of any thirdparty adviser to manage the account in accordance with yourinvestment objectives, and could result in a conflict of interestregarding the ability of Piper Jaffray to provide impartialadvice regarding the management of the Account.

OTHER REGULATORY DISCLOSURES

You acknowledge that a Piper Jaffray financial advisor willfrom time to time, in our discretion, receive credits or

-10-

compensation from us out of the compensation payable to usunder this Agreement.

REPRESENTATIONS OF CLIENT

You represent and warrant that you have full power,authority and capacity to execute and deliver this Agreementand that this Agreement constitutes a legal, valid and bindingobligation of yours, enforceable against you in accordancewith its terms, except as enforcement may be limited bybankruptcy, insolvency, moratorium or other laws affectingthe enforcement of creditors' rights generally.

If you are not a natural person, you and the person executingthis Agreement on your behalf (acting in such person'sindividual and fiduciary capacities) represent and warrantthat he or she is fully authorized to negotiate, execute anddeliver this Agreement and to act on your behalf in allmatters relating to this Agreement. You and the personsigning this Agreement agree to provide us upon request anyevidence necessary to establish such authority.

If you are a tax-qualified retirement plan covering only self-employed individuals (an HR-10 (Keogh) Plan), you and theperson executing and delivering this Agreement on your behalf(acting in such person's individual and fiduciary capacities), inaddition to making the general representations and warrantiesset forth in this section, further represent and warrant thatsuch person is capable of making an independent decisionregarding the investment of the assets of such HR-10 (Keogh)Plan and is able to make an informed and independentdecision concerning participation by the plan in the Programin which it is participating and the purchase by the plan ofsecurities and other assets under this Agreement.

You represent that all written instructions or informationprovided by you to us, including the Investment Guidelines,are and will be accurate and complete in all material respectsand that you will promptly notify us of any material changesin such instructions or information. (Counselor Programclients must also notify their Selected Investment Counselorsdirectly, because we will not do so.)

You understand that a portfolio of concentrated positions orconcentrated investment sectors limits diversification andincreases the volatility and risk of loss in your Account.In limited circumstances we may allow a client to maintain adelivery versus payment (“DVP”) account with us. Shouldyou choose to maintain an account of this type, youunderstand that in a DVP account mutual fund trading is notavailable to you since we will not have custody of yourassets. Further, you understand that the fee will not beadjusted to reflect that you are not utilizing these services.

You acknowledge that you have received, read andunderstood our Managed Assets Group Advisory ProgramsDisclosure Document.

ERISA PLANS

If you are an ERISA Plan, the term “ERISA Signatory”means the person executing and delivering this Agreementon your behalf.

If you are an ERISA Plan, you and the ERISA Signatory(acting in such person's individual and fiduciary capacities),in addition to making the general representations andwarranties set forth in the section titled“REPRESENTATIONS OF CLIENT” above, furtherrepresent and warrant as follows:

• The ERISA Signatory is a “named fiduciary” (as definedin ERISA), or is a “fiduciary” (as defined in ERISA) whohas been designated by a “named fiduciary” pursuant toplan procedures that comply with Section 405(c)(1)(B) ofERISA and has the power under the plan to employpersons to render investment advice to such fiduciarywith respect to the investment of the assets of the plan; isknowledgeable with respect to administration andfunding matters related to the plan; is able to make aninformed and independent decision concerningparticipation by the plan in the Program in which it isparticipating and the purchase by the plan of securitiesand other assets under this Agreement; is independent ofus and our affiliates; has considered, in a prudentmanner, the fees to be paid by the plan in relationship tothe level of services to be provided by us; is notobligated, at its own expense, to provide to or procurefor you services of the type provided by us under thisAgreement and has no reason to believe that thisAgreement will have the effect of relieving any otherparty of such an obligation.

• The services provided by us under this Agreement willbe used for your exclusive benefit and will not inure tothe benefit of any other party.

If you are an ERISA Plan, you agree to obtain and maintainduring the period of this Agreement any bond requiredpursuant to ERISA or other applicable law and to includewithin the coverage of the bond us, any Selected InvestmentAdvisor or the Overlay Manager and such of our or theirofficers, directors and employees whose inclusion is requiredby law. You agree to promptly provide us with appropriatedocuments evidencing such coverage upon request.

With respect to any ERISA Plan, Piper Jaffray acknowledgesthat it is a “fiduciary” with in the meaning of section 3(21) ofERISA to the extent it renders investment advice, as definedin ERISA, to the client. If you are an Advisor or UMAProgram client and an ERISA Plan, each Selected InvestmentAdvisor or the Overlay Manager, by accepting itsappointment, acknowledges that it is a fiduciary to you.

ASSIGNMENT

This Agreement may not be assigned (within the meaning ofSection 205(a)(2) of the Investment Advisers Act of 1940 and

-11-

the SEC rules under that Act) by you or us without theconsent of the other. However, neither we nor you mayunreasonably withhold such consent. Written notice to youof an intended assignment of this Agreement shall constituteevidence of your consent to such an assignment if you do notaffirmatively notify us within the specified time period thatyou do not agree to such assignment.

AMENDMENTS

We will have the right to amend this Agreement bymodifying or rescinding any of its existing provisions or byadding new provisions. We will give you prior written noticeof the effective date of any such amendment.

APPLICABLE LAW

To the extent that state law is not preempted by the provisionsof any law of the United States of America, this Agreementwill be administered, construed and enforced in accordancewith the laws of the State of Minnesota, without giving effectto its choice of law or conflict of laws principles.

EFFECTIVE DATE

The effective date of this Agreement (and any amendment tothis Agreement) will be the date of its acceptance by us.

ARBITRATION CLAUSE

This agreement contains a predispute arbitration clause. Bysigning an arbitration agreement the parties agree as follows:

• All parties to this agreement are giving up the right tosue each other in court, including the right to a trial byjury, except as provided by the rules of the arbitrationforum in which a claim is filed.

• Arbitration awards are generally final and binding; aparty’s ability to have a court reverse or modify an arbitration award is very limited.

• The ability of the parties to obtain documents, witnessstatements and other discovery is generally more limitedin arbitration than in court proceedings.

• The arbitrators do not have to explain the reason(s) fortheir award.

• The panel of arbitrators will typically include a minorityof arbitrators who were or are affiliated with thesecurities industry.

• The rules of some arbitration forums may impose timelimits for bringing a claim in arbitration. In some cases,a claim that is ineligible for arbitration may be broughtin court.

• The rules of the arbitration forum in which the claim isfiled, and any amendments thereto, shall beincorporated into this agreement.

You agree that all controversies which may arise betweenyou and us, any Selected Investment Advisor or the OverlayManager or involving the construction, performance orbreach of this Agreement or any applicable master agreement

will be determined by arbitration. Any arbitration under thisAgreement will be conducted only before the New YorkStock Exchange, Inc., or the National Association ofSecurities Dealers. Inc., and in accordance with itsarbitration rules then in force.

You may elect in the first instance whether arbitration will beconducted before the New York Stock Exchange, Inc. or theNational Association of Securities Dealers, Inc. However, if youfail to make such election by registered letter or telegramaddressed to us, the Selected Investment Advisor or the OverlayManager, as applicable, at our or its main office before theexpiration of five days after receipt of a written request to makesuch election, then we, the Selected Investment Advisor or theOverlay Manager, as applicable, may make such election.

Judgment upon the award of the arbitrators may be entered inany court, state or federal, having jurisdiction over you and us,the Selected Investment Advisor or the Overlay Manager, asapplicable, each of which hereby submits itself and its personalrepresentatives to the jurisdiction of any such court for thepurpose of such arbitration and the entering of such judgment.

However, it is understood, that no person will bring aputative or certified class action to arbitration, nor seek toenforce any pre-dispute arbitration agreement against anyperson who has initiated in court a putative class action, orwho is a member of a putative class who has not opted outof the class with respect to any claims encompassed by theputative class action, until the class certification is denied;the class is decertified; or the client is excluded from the classby the court. Such forbearance to enforce an agreement toarbitrate will not constitute a waiver of any rights under thisAgreement except to the extent stated herein.

Nothing in this Agreement will limit the ability of thearbitrators to make an award under the rules of thearbitration forum and applicable law.

-12-Form E4272A (4/05)

AA

ADVISORMANAGED ASSETS GROUPProgram Schedule (1 of 3)

Name of Financial Advisor

Rep No.

Account Number

Total Account Value Annualized

$100,000 - $499,999 3.00%_____

$500,000 - $999,999 2.50%_____

$1,000,000 - $1,999,999 2.20%_____

$2,000,000 - $4,999,999 2.00%_____

$5,000,000 - $9,999,999 1.50%_____

$10,000,000 and over Negotiated_____

Sample

A:

Selected Investment Advisor

Approximate Account Value

Debit Fee From Account Number*

Product(Style)

FlatFee %**

9999-9999 XYZ Asset Management $200,000Large Cap Growth n/a n/a

B:

C:

D:

E:


$250,000 - $499,999 1.25%_____

$500,000 - $999,999 1.20%_____

$1,000,000 - $1,999,999 1.10%_____

$2,000,000 - $4,999,999 1.00%_____

$5,000,000 - $9,999,999 0.75%_____


Fixed Only

�

�

�

�

�

�

ERISA/IRA

�

�

�

� Yes � No

�

�

�

Client appoints each Selected Investment Advisor identified below to act as Client's agent and attorney-in-fact with discretionary power and authority to buy, sell or otherwise effect transactions in stocks, bonds and any other securities or assets for and in Client's name with respect to the assets of the Account(s) identified below as the responsibility of the Selected Investment Advisor(s). Client further authorizes each Selected Investment Advisor, notwithstanding the section of the Agreement titled "APPOINTMENT OF BROKER-DEALER," to establish accounts

with broker-dealers for the purpose of effecting transactions in the Account(s), in accordance with any obligations of each Selected Investment Advisor under applicable law and consistent with the terms of the Master Investment Management Agreement between each Selected Investment Advisor and Piper Jaffray. Client understands that each Selected Investment Advisor may determine to sell all or a substantial portion of the securities or other assets in the Account(s) and the Client will be responsible for any tax liabilities which result from such transactions.

Advisor Accounts may be 'grouped' with other fee-based accounts for billing purposes. The Schedule of Fees is applied to the total value of all of the accounts in the group. The benefit is to reach a higher break-point on the Schedule of Fees, thereby lowering the fee which is applied to all of the accounts in the group.

Unless you check below or otherwise direct us in writing, you acknowledge that we will forward to the party designated on your account all proxy solicitation materials and other Related Materials that we receive with respect to securities held in your Account.

� You Authorize Selected Investment Advisor to Vote Proxies: You instruct Piper Jaffray to forward all proxy solicitation material and Related Material to each Selected Investment Advisor to vote the proxies. You understand that you have the unqualified right to rescind this designation for any reason and can elect to receive the proxy solicitation material and Related Material and to vote proxies yourself or designate a third party to receive all proxy solicitation material and vote your proxies.

� Self-Engaged Independent Third Party: You instruct Piper Jaffray to forward all proxy solicitation material and Related Material to the party, plan sponsor, trustee or other fiduciary named below, (but not Piper Jaffray or its agents) and to act only on written instructions received from such party, plan sponsor, trustee or other fiduciary.

APPOINTMENT OF SELECTED INVESTMENT ADVISOR

SCHEDULE OF FEES

INSTRUCTIONS REGARDING PROXY VOTING POLICIES AND PROCEDURES (See Also Proxies Section On Page 8)

Equity & Balanced Accounts Fixed Income Accounts

* The Account will be debited directly for fees and expenses unless Client designates another account, registered in the Client’s name and under the Client’s authority.** Please adjust the Schedule of Fees below accordingly.

Would you like the above listed accounts grouped or added to an existing group?

ERISA Plan Sponsor, Trustee, Other Fiduciary, or Other Third Party Address

If yes, list an account from the existing group

-13-Form E4272A (4/05)

AA

ACCOUNT A

SELECTED INVESTMENT ADVISOR ACCEPTANCE

Account Number Rep. No.





Signature of Selected Investment Advisor's Rep. Name

Title Date

Name of Selected Investment Advisor Product

X

ACCOUNT B


Title Date


X

ACCOUNT C


Title Date


X

ACCOUNT D


Title Date


X

ACCOUNT E


Title Date


X

The undersigned Selected Investment Advisor hereby accepts appointment by Client to manage, as of the date set forth below, the assets in the Account(s) listed, in accordance with the terms of the Master Investment Management Agreement between the Selected Investment Advisor and Piper Jaffray. The Selected Investment Advisor acknowledges having received and reviewed

Client's Financial Questionnaire and/or Investment Policy Statement furnished to the Selected Investment Advisor by Piper Jaffray. If Client is subject to the Employee Retirement Income Security Act of 1974 ("ERISA"), the Selected Investment Advisor hereby acknowledges that it is a fiduciary with respect to the Client.



Rep No.

-14-Form E4272A (4/05)


AA

Since 1895. Member SIPC and NYSE.

WAIVER OF RIGHT TO RECEIVE CONFIRMATIONS (See Also Provision Of Reports Section On Page 5)

ACCEPTANCE BY PIPER JAFFRAY

Signature of Client�� Date

XSignature of Client�� Date

Signature of Branch Manager / DSS*�� Date

* If the financial advisor is also the Branch Manager, the District Sales Supervisor must sign.

XName (print/type)

Name (print/type) Name (print/type)

Title (print/type)

Are you an employee of Piper Jaffray?

Title (print/type)

X

Client below waives the right to receive a confirmation of each securities transaction effected in the Account(s) listed prior. Client acknowledges that instead of confirmations, Client will receive a periodic statement that lists all transactions in the Account(s). However, the applicable Selected Investment Advisor(s) will continue to receive such confirmations.

Please note all trade confirmations will be sent to you unless you elect the following:

� Client elects to have trade confirmations forwarded to the Selected Investment Advisor(s) named above.

Client, by signing this Agreement, acknowledges that:

• The Account(s) is(are) subject to all the terms and conditions of this Agreement.

• Client is conferring discretionary investment management authority upon the Selected Investment Advisor(s) appointed under this Agreement with respect to the investment and reinvestment of assets within the Account(s).

• Client authorizes the deduction from the Account(s) of all fees and expenses payable by Client under this Agreement.

• Client acknowledges execution of an account agreement with Piper Jaffray.

• CLIENT ACKNOWLEDGES RECEIPT (on date _______________________ , 200___ ) AND UNDERSTANDING OF THE PIPER JAFFRAY ADVISORY PROGRAMS DISCLOSURE DOCUMENT.

• CLIENT UNDERSTANDS THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE ON PAGE 11 AND ACKNOWLEDGES RECEIPT OF A COPY OF THIS AGREEMENT.

All necessary authorized individuals of Client must sign below with title designations (examples: Chairman, President, Vice President, Managing Director, General Partner, Sole Owner, Trustee, Named Plan Fiduciary, Executor/Administrator, etc.).

INVESTMENT OBJECTIVES (If Applicable)

RESTRICTIONS (If Applicable)

ACKNOWLEDGMENTS AND SIGNATURE OF CLIENT

If the investment objective you have designated for this Account is NOT within the scoring or consistent with investment objectives (Growth, Income, etc.) described in your Financial Questionnaire and/or Investment Policy Statement or other written investment objectives, policies, guidelines or restrictions, please explain below your reason for choosing the investment objective.

� Client is managing this portion of the total portfolio for a different risk objective or time frame than the one indicated in the Financial Questionnaire and/or Investment Policy Statement. Client understands and confirms that they are aware of this difference.

� Other investments managed outside this account make the Selected Investment Advisor(s) most appropriate for Client’s overall investment objective.

� Other (please explain): _______________________________________________________________________________________________

Please list any restrictions in the space provided (i.e., limit on a specific security or category):

______________________________________________________________________________________________________________________

______________________________________________________________________________________________________________________

� Yes � No


Rep No.



-15-

COUNSELORMANAGED ASSETS GROUPProgram Schedule (1 of 2)

Form E4272B (4/05)

AA


Rep No.

Account NumberSample

A:

Selected Investment Counselor


Debit Fee From Account No.*

Product/Style

Flat Fee %**

9999-9999 XYZ Asset Management Large Cap Growth $350,000 n/a n/a

B:

C:

D:

E:

Fixed Only

�

�

�

�

�

�

ERISA/IRA

�

�

�

�

�

�

Client appoints each Selected Investment Counselor identified below to act as Client’s agent and attorney-in-fact with discretionary power and authority to buy, sell or otherwise effect transactions in stocks, bonds, and any other securities or assets for and in Client’s name with respect to the assets of the Account(s) identified below as the responsibility of the Selected Investment Counselor. Client further authorizes each Selected Investment Counselor, notwithstanding the section of the Agreement titled

"APPOINTMENT OF BROKER-DEALER," to establish accounts with broker-dealers for the purpose of effecting transactions in the Account(s), in accordance with any obligations of each Selected Investment Counselor under applicable law. Client understands that each Selected Investment Counselor may determine to sell all or a substantial portion of the securities in the Account(s) and that Client will be responsible for any tax liabilities which result from such transactions.

APPOINTMENT OF SELECTED INVESTMENT COUNSELOR

* The Account will be debited directly for fees and expenses unless Client designates another account, registered in the Client's name and under the Client's authority.** Please adjust the Schedule of Fees below accordingly.


$100,000 - $499,999 2.40%_____

$500,000 - $999,999 1.90%_____

$1,000,000 - $1,999,999 1.20%_____

$2,000,000 - $4,999,999 1.00%_____

$5,000,000 - $9,999,999 0.80%_____



$250,000 - $499,999 .625%_____

$500,000 - $999,999 .500%_____

$1,000,000 - $1,999,999 .430%_____

$2,000,000 - $4,999,999 .330%_____

$5,000,000 - $9,999,999 .220%_____


� Yes � No

� Client elects to pay fees directly to any Selected Investment Counselor and Client agrees that Client is not requesting Piper Jaffray to pay such fees directly from assets of the Account.

Counselor Accounts may be ’grouped’ with other fee-based accounts for billing purposes. The Schedule of Fees is applied to the total value of all of the accounts in the group. The benefit is to reach a higher break-point on the Schedule of Fees, thereby lowering the fee which is applied to all of the accounts in the group.

SCHEDULE OF FEESEquity & Balanced Accounts Fixed Income Accounts

Would you like the above listed accounts grouped or added to an existing group? If yes, list an account from the existing group

WAIVER OF RIGHT TO RECEIVE CONFIRMATIONS (See Also Provision Of Reports Section On Page 5)Client below waives the right to receive a confirmation of each securities transaction effected in the Account(s) listed prior. Client acknowledges that instead of confirmations, Client will receive a periodic statement that lists all transactions in the Account(s). However, the applicable Selected Investment Counselor will continue to receive such confirmations.


� Client elects to have trade confirmations forwarded to the Selected Investment Advisor(s) named above.

-16-Form E4272B (4/05)

AA

COUNSELORMANAGED ASSETS GROUPProgram Schedule (2 of 2)






* If the financial advisor is also the Branch Manager, the District Sales Supervisor must sign.X

Name (print/type)


Title (print/type)


Title (print/type)

X


• The Account(s) is(are) subject to all the terms and conditions of this Agreement.• Client is conferring discretionary investment management authority upon the Selected Investment Counselor(s) appointed under this

Agreement with respect to the investment and reinvestment of assets within the Account(s).• Client authorizes the deduction from the Account(s) of all fees and expenses payable by Client under this Agreement.• Client acknowledges execution of an account agreement with Piper Jaffray.




INVESTMENT OBJECTIVES (If Applicable)


If the Selected Investment Counselor(s)’s investment philosophy is NOT within the scoring or consistent with investment objectives (Growth, Income, etc.) described in your Financial Questionnaire and/or Investment Policy Statement, please explain below your reason for choosing the Selected Investment Counselor(s).



� Yes � No


� You authorize Selected Investment Counselor to Vote Proxies: You instruct Piper Jaffray to forward all proxy solicitation material and Related Material to each Selected Investment Counselor, named below, with respect to the assets managed by such Selected Investment Counselor to vote the proxies (subject to manager acceptance). You understand that you have the unqualified right to rescind this designation for any reason and can elect to receive the proxy solicitation material and Related Material and to vote proxies yourself or designate a third party to receive all proxy solicitation material and vote your proxies.

� Self-Engaged Independent Third Party: You instruct Piper Jaffray to forward all proxy solicitation material and Related Material to the party, plan sponsor, trustee or other fiduciary named below (but not Piper Jaffray or its agents), and to act only on written instructions received from such party, plan sponsor, trustee or other fiduciary.

Please list the name and address of the party to receive proxy solicitation and related material for the above listed account(s):


Account E: Investment Counselor, Trustee, Other Fiduciary, or Other Third Party Address

Account D: Investment Counselor, Trustee, Other Fiduciary, or Other Third Party Address

Account C: Investment Counselor, Trustee, Other Fiduciary, or Other Third Party Address

Account B: Investment Counselor, Trustee, Other Fiduciary, or Other Third Party Address

Account A: Investment Counselor, Trustee, Other Fiduciary, or Other Third Party Address


Rep No.





-17-

PREMIER PORTFOLIO MANAGEMENTMANAGED ASSETS GROUPProgram Schedule (1 of 3)

Form E4272C (4/05)

AA

Account NumberSample

A:

Account Name



9999-9999 $200,000 n/a

B:

C:

D:

E:

Fixed Only

�

�

�

�

�

�

ERISA/IRA

�

�

�

�

�

�

Client appoints Piper Jaffray to act as Client’s agent and attorney-in-fact with discretionary power and authority to buy, sell or otherwise effect transactions in stocks, bonds, and any other securities or assets for and in Client’s name with respect to the assets of the Account(s) identified below. Piper Jaffray shall exercise this discretion through the Piper Jaffray financial advisor assigned to the Account. Client further authorizes the Selected Premier Portfolio Manager, notwithstanding the section of the

Agreement titled "APPOINTMENT OF BROKER-DEALER," to establish accounts with broker-dealers for the purpose of effecting transactions in the Account(s), in accordance with any obligations of the Selected Premier Portfolio Manager under applicable law. Client understands that the Selected Premier Portfolio Manager may determine to sell all or a substantial portion of the securities or other assets in the Account(s) and that Client will be responsible for any tax liabilities which result from such transactions.

APPOINTMENT OF SELECTED PREMIER PORTFOLIO MANAGER

* The Account will be debited directly for fees and expenses unless Client designates another account, registered in the Client's name and under the Client's authority.** Please adjust the Schedule of Fees below accordingly.

1 Except for money market mutual funds, all Open-end mutual fund holdings will be billed using the 'Mutual Fund' Schedule of Fees.

Total Account Value

$50,000 - $499,999

$500,000 - $999,999

$1,000,000 - $1,999,999

$2,000,000 - $4,999,999

$5,000,000 - $9,999,999

$10,000,000 and over

Annualized

1.25%_____

.875%_____

.800%_____

.750%_____

.500%_____

Negotiated_____

� Yes � No

Premier Portfolio Management Accounts may be ’grouped’ with other fee-based accounts for billing purposes. The Schedule of Fees is applied to the total value of all of the accounts in the group. The benefit is to reach a higher break-point on the Schedule of Fees, thereby lowering the fee which is applied to all of the accounts in the group.

SCHEDULE OF FEESEquity / Balanced Fixed Income Only

Annualized

1.50%_____

1.25%_____

1.00%_____

.750%_____

.500%_____

Negotiated_____

Annualized

3.00%_____

2.50%_____

1.90%_____

1.60%_____

1.50%_____

Negotiated_____

Mutual Funds1

Would you like the above listed accounts grouped or added to an existing group? If yes, list an account from the existing group


� You Authorize Piper Jaffray to Engage an Independent Third Party: You hereby authorize Piper Jaffray to engage, on your behalf, an independent third party to vote proxies in accordance with such third party’s proxy voting policies and procedures. You hereby delegate all proxy voting rights to such independent third party and designate such party to receive proxies including proxy solicitation material and the Related Material. You understand that you may request Piper Jaffray to provide you with information regarding such independent third party’s voting policies and procedures.

� Self-Engaged Independent Third Party: You instruct Piper Jaffray to forward all proxy solicitation material and Related Material to the party, plan sponsor, trustee or other fiduciary named below (not Piper Jaffray or its agents), and to act only on written instructions received from such party, plan sponsor, trustee or other fiduciary.



FlatFee %**

n/a


Rep No.

-18-


Form E4272C (4/05)

AA

Account Number Account Number Account Number Account Number Account Number

Account Name Account Name Account Name Account Name Account Name

INVESTMENT CATEGORY� Conservative Income� Income� Income & Growth� Growth & Income� Growth� Aggressive Growth� Outside IPS

� Conservative Income� Income� Income & Growth� Growth & Income� Growth� Aggressive Growth� Outside IPS




ACCOUNT A ACCOUNT B ACCOUNT C ACCOUNT D ACCOUNT E� � � � �

INVESTMENT OBJECTIVES (If Applicable)If the investment objective you have designated above for the Account is NOT within the scoring or consistent with investment objectives (Growth, Income, etc.) described in your Financial Questionnaire and/or Investment Policy Statement or other written investment objectives, policies, guidelines or restrictions, please explain below your reason for choosing the investment objective.


� Other investments managed outside this account make the specified investment category most appropriate for the client’s overall investment objective.


OBJECTIVES SUMMARYUsing Client’s total score from Section III of the Financial Questionnaire as a guide, please indicate your investment category for each Account, below (see Section III of the Financial Questionnaire for scoring and category descriptions). Each Account listed can have the same investment category or be

different than the overall scored category. If your Account is represented by an Investment Policy Statement, in lieu of the Financial Questionnaire, which is not represented by these Investment Categories, please select "Outside IPS" in the Investment Category section.

WAIVER OF RIGHT TO RECEIVE CONFIRMATIONS (See Also Provision Of Reports Section On Page 5)Client below waives the right to receive a confirmation of each securities transaction effected in the Account(s) listed prior. Client acknowledges that instead of confirmations, Client will receive a periodic statement that lists all transactions in the Account(s). However, the Selected Premier Portfolio Manager will continue to receive such confirmations.


� Client elects to have trade confirmations forwarded to the Selected Premier Portfolio Manager named above.

RESTRICTIONS (If Applicable)Please list any restrictions in the space provided (i.e., limit on a specific security or category):

______________________________________________________________________________________________________________________

______________________________________________________________________________________________________________________


Rep No.

-19-Form E4272C (4/05)

AA






Signature of DSS�� Date

XName (print/type)


Title (print/type)


Title (print/type)

X


• The Account(s) is(are) subject to all the terms and conditions of this Agreement.

• Client is conferring discretionary investment management authority upon Piper Jaffray with respect to the investment and reinvestment of assets within the Account(s). Piper Jaffray shall exercise this discretion through the Selected Premier Portfolio Manager.

• Client authorizes the deduction from the Account(s) of all fees and expenses payable by Client under this Agreement.

• Client acknowledges execution of an account agreement with Piper Jaffray.





� Yes � No


Rep No.



-20-

ADVANTAGEMANAGED ASSETS GROUPProgram Schedule (1 of 1)

Form E4272D (4/05)

AA



Rep No.

Account Number


$25,000 - $499,999 1.50%_____

$500,000 - $999,999 1.25%_____

$1,000,000 - $1,999,999 1.00%_____

$2,000,000 - $4,999,999 0.75%_____

$5,000,000 - $9,999,999 0.50%_____


Sample

A:

B:

C:

D:

E:

AccountName



FlatFee %**

9999-9999 $65,000 n/a n/a

ERISA/IRA

�

�

�

�

�

�

� Yes � No

Advantage Accounts may be ’grouped’ with other fee-based accounts for billing purposes. The Schedule of Fees is applied to the total value of all of the accounts in the group. The benefit is to reach a higher break-point on the Schedule of Fees, thereby lowering the fee which is applied to all of the accounts in the group.



SCHEDULE OF FEES


* The Account will be debited directly for fees and expenses unless Client designates another account, registered in the Client’s name and under the Client’s authority.** Please adjust the Schedule of Fees below accordingly. Note: fee may not be above the stated Schedule of Fees.




INVESTMENT OBJECTIVES (If Applicable)If the investment objective you have designated for this Account is NOT within the scoring or consistent with investment objectives (Growth, Income, etc.) described in your Financial Questionnaire and/or Investment Policy Statement or other written investment objectives, policies, guidelines or restrictions, please explain below your reason for choosing the investment objective.

� Client is managing this portion of the total portfolio for a different risk objective or time frame than the one indicated in the

Financial Questionnaire and/or Investment Policy Statement. Client understands and confirms that they are aware of this difference.

� Other investments managed outside this account make the Selected Investment Advisor(s) most appropriate for Client’s overall investment objective.

� Other (please explain): __________________________________

_________________________________________________________

ACCEPTANCE BY PIPER JAFFRAY (* If the financial advisor is also the Branch Manager, the District Sales Supervisor must sign.)




XName (print/type)


Title (print/type) Are you an employee of Piper Jaffray? Title (print/type)

X

Client, by signing this Agreement, acknowledges that:• The Account(s) is(are) subject to all the terms and conditions of this Agreement.• Client authorizes the deduction from the Account(s) of all fees and expenses payable by Client under this Agreement.• Client acknowledges execution of an account agreement with Piper Jaffray.





� Yes � No



-21-Form E4272E (4/05)

AA

PIPER JAFFRAY UMAMANAGED ASSETS GROUPProgram Schedule (1 of 4)


Rep No.

Account Number

A:

% of Account Assets Managed Using Model Portfolios (Third Party Managers Only)



FlatFee %**

999-9999 40%$250,000 n/a n/a

B:

C:

ERISA/IRA

�

�

�

� Yes � No

�

Client appoints the Overlay Manager identified below to act as Client’s agent and attorney-in-fact with discretionary power and authority to buy, sell or otherwise effect transactions in stocks, bonds and any other securities or assets for and in Client’s name with respect to the assets of the Account(s) identified below as the

responsibility of the Overlay Manager. Client understands that the Overlay Manager may determine to sell all or a substantial portion of the securities or other assets in the Account(s), and the Client will be responsible for any tax liabilities which result from such transactions.

UMA Accounts may be ’grouped’ with other fee-based accounts for billing purposes. The Schedule of Fees is applied to the total value of all of the accounts in the group. The benefit is to reach a higher break point on the Schedule of Fees, thereby lowering the fee, which is applied to all of the accounts in the group.

Unless you check below or otherwise direct us in writing, you acknowledge that we will forward to the party designated on your account all proxy solicitation materials and other Related Materials that we receive with respect to securities held in your Account.� You Authorize the Overlay Manager to Vote Proxies: You instruct Piper Jaffray to forward all proxy solicitation material and Related

Material to the Overlay Manager to vote the proxies in accordance with the Overlay Manager’s proxy voting policies and procedures. You acknowledge that the Overlay Manager may rely on advice from an independent third party in voting such proxies. You understand that you have the unqualified right to rescind this designation for any reason and can elect to receive the proxy solicitation material and Related Material and to vote proxies yourself or designate a third party to receive all proxy solicitation material and vote your proxies. You understand that you may request Piper Jaffray to provide you with information regarding the Overlay Manager’s proxy voting policies and procedures.


APPOINTMENT OF OVERLAY MANAGER


* The Account will be debited directly for fees and expenses unless Client designates another account, registered in the Client’s name and under the Client’s authority.** Please adjust the Schedule of Fees below accordingly.



Client Name

Sample

Name of Overlay Manager


1 Except for money market mutual funds, all Open-end mutual fund holdings will be billed using the 'Mutual Fund' Schedule of Fees.

Total Account Value$250,000 - $499,999$500,000 - $999,999$1,000,000 - $1,999,999$2,000,000 - $4,999,999$5,000,000 - $9,999,999$10,000,000 and over

SCHEDULE OF FEESEquity / ETF

Annualized1.50%_____1.25%_____1.00%_____.750%_____.500%_____Negotiated_____

Annualized3.00%_____2.50%_____2.20%_____2.00%_____1.50%_____Negotiated_____

Mutual Funds1

INVESTMENT OBJECTIVES

If the investment objective you have designated above for the Account is NOT within the scoring or consistent with investment objectives (Growth, Income, etc.) described in your Financial Questionnaire and/or Investment Policy Statement or other written investment objectives, policies, guidelines or restrictions, please explain below your reason for choosing the investment objective.� Client is managing this portion of the total portfolio for a

different risk objective or time frame than the one indicated in the Financial Questionnaire and/or Investment Policy Statement or other written investment objectives, policies, guidelines or restrictions. Client understands and confirms that they are aware of this difference.

� Other asset classes managed outside of this Account make the specified asset allocation most appropriate for Client’s overall investment objectives.

� Other (please explain): __________________________________

_________________________________________________________

"X" One � Conservative Income� Income

� Income & Growth� Growth & Income

� Growth� Aggressive Growth

-22-Form E4272E (4/05)



Rep No.

TAX MANAGEMENT SERVICESYou have the option of choosing tax management services for your Account. Using information you provide to the Overlay Manager through Piper Jaffray relating to your current tax situation and the current Federal tax code, tax management services seek to reduce, within certain limits described in the Tax Management Services Information Form E1400 the amount of taxes you incur from the management of your Account.

Guided Portfolio Strategies are comprehensive target asset allocations for your Account designed entirely by Piper Jaffray which consist of model portfolios developed by one or more third party vendors and/or other investment products such as mutual funds and exchange-traded funds. You understand that from time to time Piper Jaffray may make changes to the Guided Portfolio Strategy that you have selected below. Changes could include percentage weightings and/or changes in the investment products

within the Guided Portfolio Strategy. Your Guided Portfolio Strategy will automatically be rebalanced quarterly if any component of your Guided Portfolio Strategy deviates by more than five percent of the target allocation assigned to that component in the Guided Portfolio Strategy. You understand that, from time to time, Piper Jaffray has discretion to instruct the Overlay Manager to rebalance the Guided Portfolio Strategy you have selected at times other than the regularly scheduled quarterly rebalancing.

INVESTMENT APPROACH

CUSTOM PORTFOLIO STRATEGY

GUIDED PORTFOLIO STRATEGY

Custom Portfolio Strategies are comprehensive target asset allocations for your Account designed by you through consultation with your Piper Jaffray financial advisor which consist of model portfolios developed by one or more third party vendors and/or other investment products such as mutual funds and exchange-traded funds. You understand that from time to time Piper Jaffray may add or remove model portfolios included in the Program. If a model portfolio that is included in your Custom Portfolio Strategy is removed from the Program, you will receive advanced notification and will be asked to revise your Custom Portfolio Strategy as described on pages 3-4.

Account Number I would like tax management services for my Account � Yes (complete form E1400) � No



Please list choice of investment products and weightings. Model allocations must equal 100%

Automated Rebalancing Frequency For Custom Portfolio StrategiesPlease rebalance my Custom Portfolio Strategy at the intervals selected below if any component of my Custom Portfolio Strategy deviates by more than the percentage selected below of the target allocation assigned to that component in the Custom Portfolio Strategy.

� Quarterly if Allocation Has Deviated +/- 5% of Target Allocation� Annually if Allocation Has Deviated +/-2% of Target Allocation� No Automated Rebalancing

Account Number � Growth & Income� Growth

� Aggressive Growth� Domestic Equity

� Global Equity

Account Number � Growth & Income� Growth


� Global Equity

Account Number

Account Number

� Growth & Income� Growth


� Global Equity

%

25%

Mutual Fund orETF Symbol

Investment Product (Model Portfolios, Mutual Funds and/or ETFs)

XYZ Asset Management Lg. Cap Growth

% Mutual Fund orETF Symbol


For each account, complete either the Guided Portfolio Strategy OR the Custom Portfolio Strategy section.

A:

B:

C:

A:

A:

B:

C:

AA





-23-

AA



Rep No.




Account Number

%

25%

Mutual Fund or ETF Symbol



% Mutual Fund or ETF Symbol





Account Number

%

25%

Mutual Fund or ETF Symbol



% Mutual Fund or ETF Symbol


CUSTOM PORTFOLIO STRATEGY (Continued)

CUSTOM PORTFOLIO STRATEGY (Continued)

B:

C:

Form E4272E (4/05)

-24-Form E4272E (4/05)

AA



Rep No.

WAIVER OF RIGHT TO RECEIVE CONFIRMATIONS (See Also Provision Of Reports Section On Page 5)





* If the financial advisor is also the Branch Manager, the District Sales Supervisor must sign.

XName (print/type)


Title (print/type)


Title (print/type)

X


� Client elects to have trade confirmations forwarded only to the Overlay Manager named above. By checking this box, Client waives the right to receive a confirmation of each securities transaction effected in the Account(s) listed prior. Client acknowledges that instead of confirmations, Client will receive a periodic statement that lists all transactions in the Account(s). However, the Overlay Manager will continue to receive such confirmations.


• The Account(s) is(are) subject to all the terms and conditions of this Agreement.• Client is conferring discretionary investment management authority upon the Overlay Manager appointed under this

Agreement with respect to the investment and reinvestment of assets within the Account(s).• If Client elects tax management services, the Overlay Manager will rely on the tax information provided by Client; to the extent such

information is inaccurate, incomplete or not current, the tax strategy developed by the Overlay Manager for Client may be adversely affected. The provision of complete, accurate and current tax information for a Client who elects tax management services is the sole responsibility of Client.

• Client authorizes the deduction from the Account(s) of all fees and expenses payable by Client under this Agreement.• Client acknowledges execution of an account agreement with Piper Jaffray.




RESTRICTIONS (If Applicable)


Please list any restrictions in the space provided (i.e., limit on a specific security or category):

______________________________________________________________________________________________________________________

______________________________________________________________________________________________________________________

� Yes � No

OVERLAY MANAGER ACCEPTANCE

Signature of Overlay Manager Rep.

XName (print/type)

Name of Overlay Manager (print/type)

Title (print/type) Date

The undersigned Overlay Manager hereby accepts appointment by Client to manage, as of the date set forth below, the assets in the Account(s) listed on this Program Schedule, in accordance with the terms of the Overlay Portfolio Management Agreement between the Overlay Manager and Piper Jaffray. The Overlay Manager acknowledges having received and reviewed Client’s Financial

Questionnaire and/or Investment Policy Statement and other written investment objectives, policies, guidelines or restrictions furnished to the Overlay Manager by Piper Jaffray. If Client is subject to the Employee Retirement Income Security Act of 1974 ("ERISA"), the Overlay Manager hereby acknowledges that it is a fiduciary with respect to the Client.





Documents

Advisory Programs Client Agreement & Disclosure · PDF fileAdvisory Programs Client Agreement & Disclosure Document Managed Assets Group ... Questionnaire, ... Strategy without selecting