FIDUCIARY CASH ACCOUNT AGREEMENT

Transcription

1 FIDUCIARY CASH ACCOUNT AGREEMENT Account Name Account Number Rep.. FID TYPE OF FIDUCIARY ("" only one box) Trust Under Will (Complete sections A, E and F) Trust Under Agreement (Complete sections B, E, and F) Pension Plan, 401(k) Plan or Profit Sharing Trust Under Agreement (Complete sections C, E, and F) Other Including Estates, Guardianships, Conservatorships, etc. (Complete sections D and F) SECTION A - Trust Under Will Trust under will of: FBO (if required to define will) Probated: County State Court File Number SECTION B - Trust Under Agreement Agreement date: FBO (if required to define trust) Name of Donor SECTION C - Pension, 401(k) or Profit Sharing Plan Name of Plan Agreement date: SECTION D - Other: Includes estates, guardianships, conservatorships, etc. Description of agreement, court order, etc. Dated Filed: County State Court File Number Also complete Section F SECTION E - Trustee Certification of Investment Powers Trust Information In consideration of your opening and/or maintaining one or more accounts for the Trust named above, we the undersigned Trustees*, certify as follows: 1. The date of the latest Trust Amendment is, and there are no Trustees of the Trust other than the undersigned. Names of successor trustees (if any) Grantors of Trust * Where applicable, plural references in this certification shall be deemed singular. SECTION F Authorized Individuals 2. You are authorized to accept orders including withdrawal instructions** and check signing privileges*** from those individuals or entities listed below, pursuant to the terms of the authorizing agreement and applicable law, unless their authority is expressly limited on this certification. ** If other than Trustee, must also submit Piper Jaffray Full trading authorization (Form #E410S) *** If other than Trustee, must also submit Piper Jaffray check writing signature card (Form #E1501) Name (please print) Relation to Trust Name (please print) Relation to Trust Form E497 (2/04) 1 Please Return to Piper Jaffray

2 Rep.. Investments Permitted The grid below summarizes the allowable transactions in various account types. Use it to assist you incompleting the transactions section below. I K L N Q Covered Covered Trading on Short Sales Buying Option Call Writing/ (Cash-Secured) Margin or of Securities Options Spreading Married and Put Writing Maintaining a Other Than Fiduciary Type Protective Put loan (debit) Options Purchasing balance Trusts Under Will - Revocable Yes Yes Yes Yes Yes Yes Trusts Under Will - Irrevocable Trusts Under Agreement - Revocable Trusts Under Agreement - Irrevocable Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Pension Plan, 401(k) Plan or Profit Sharing Trust Under Agreement Estates Guardianships Conservatorships Yes 3. We certify that we have the power under the authorizing agreement and applicable law to enter into transactions, both purchases and sales, of the types specified below: ("" types of investments which are permitted): Basic Transactions Aggressive Transactions Speculative Transactions A. U.S. Gov t Securities K. Trading on Margin or N. Buying Options (revocable B. U.S. Agency Securities Maintaining a Loan (debit) Balance 1 trusts only) 2 C. Municipal Securities L. Short Sales of Securities other than O. Short/naked put writing 2 D. Corporate Bonds Options (revocable trusts only) 1 P. Short/naked call writing 2 E. Corporate Stocks M. All of the Above Q. Option Spreading (revocable F. Mutual Funds trusts only) 2 G. Unit Investment Trusts H. Annuities R. S. Managed Future Funds 3 Fund of Hedge Funds 3 I. Covered Call Writing/ Married, Protective Put Purchasing [Covered (cash-secured) Put Writing (revocable & irrevocable trusts only)] 2 J. All of the Above Yes Yes Situs: The instrument described above will be construed, administered and governed by the laws of the State of. For the purposes of this Agreement, the term "Fiduciaries" shall mean either the undersigned and their successors, or the Estate represented by the undersigned and their successors, or both, as the context may require. "You" refers to Piper Jaffray & Co. ("Piper Jaffray"). Yes 1 Credit Agreement must be completed to perform these transactions. 2 An option agreement must be completed to perform these transactions. 3 A Client Review form and Client Certification form must accompany any subscription agreement/application to perform transaction. 4. We certify that, if an "Authorized Individual" named in Section F is a Piper Jaffray employee delegated discretionary authority, the terms of the authorizing agreement and applicable law allow such a delegation of authority. 5. We acknowledge receiving and reviewing all pertinent account documentation and agreements. 6. We jointly and severally indemnify you and hold you harmless from any liability for effecting transactions of the types specified under item Number 3 above, if you act pursuant to instructions given by any of the Authorized Individuals listed under item Number 2 above. 7. We agree to inform you in writing of any event which could materially alter the Certifications made above. You may rely on the continued validity of this Certification indefinitely absent actual receipt of such notice. 2 Please Return to Piper Jaffray

3 Rep.. Fiduciaries hereby represent, warrant and certify to you that the instrument described above is in full force and effect; that they are all of the duly appointed and qualified Fiduciaries under said instrument; that they have power and capacity to execute and perform this Agreement according to its terms; that the Situs of said instrument is as stated above; that you may act on orders or instructions given by any ("" one box) ONE TWO or more of the Fiduciaries; and that under the terms of said instrument, the signatures of ("" one box) ONE TWO ALL A MAJORITY of the Fiduciaries are required to transfer any securities or monies. You are entitled to rely on the representations and warranties contained herein until you receive written notice to the contrary signed by the Fiduciaries and delivered to your main office. The Fiduciaries, and each of them, hereby jointly and severally agree to indemnify and hold you harmless from any and all claims or losses arising out of your reliance on said representations and warranties. Fiduciaries agree that all of their dealings and relations as such with you shall be subject to the following provisions: 1. The word securities as used herein shall include shares, stocks, certificates of deposit, scrip, interests in mortgages, choses in action, participation certificates, rights to subscribe, puts, calls, options, warrants, bonds, notes, debentures and other evidences of indebtedness whether secured or unsecured and the security therefor, and other securities of every kind and nature, and contracts for securities and all other securities usually and customarily dealt in on exchanges, boards or markets or by securities broker-dealers. 2. All transactions made by you or your agents for Fiduciaries are subject to the constitutions, rules, customs and practices of the exchanges, boards or markets where executed and of their respective clearing houses. They are also subject to all applicable federal and state laws, rules and regulations. All orders to buy or sell securities are given by Fiduciaries with the understanding that (i) an actual purchase or sale is intended; (ii) it is the intention and obligation of Fiduciaries in every case to deliver certificates to cover any securities sold; and (iii) to receive and pay for any securities purchased. In case Fiduciaries fail to deliver to you any securities you have sold at Fiduciaries direction, Fiduciaries authorize you to borrow the securities necessary to enable you to make delivery to the purchaser. Fiduciaries will be responsible for the cost or loss you may thus incur, or the cost of otherwise obtaining the securities if you are unable to borrow them. settlement of this account may be made without all securities in which this account is short being received by you and all securities in which this account is long being paid for in full and the securities then delivered, and you and your correspondents are hereby constituted agents of Fiduciaries for the purpose of consummating all such transactions, and are authorized to make such advances and expend such moneys as may be required in respect thereof. 3. Any sell order will be for securities then owned by Fiduciaries and if such securities are not then deliverable by you from this account, the placing of such order shall constitute a representation that Fiduciaries will promptly deliver such securities. 4. Subject to the provisions of applicable statutes and regulations thereunder, all securities now or hereafter held or purchased by you for Fiduciaries shall be subject to a general lien for the payment of all liabilities of Fiduciaries to you however and whenever arising, and you are hereby authorized without notice to Fiduciaries and without regard to whether you have in your possession or subject to your control at the time thereof other securities of the same kind and amount, in the usual course of business to pledge, repledge, hypothecate, rehypothecate (either for the amount due you or for a greater or lesser sum) and lend the same to yourselves as brokers or to others from time to time, separately or commingled with securities carried for other customers; and you shall not be required to deliver to Fiduciaries the same securities deposited or received but only securities of the same kind and amount. 5. All amounts advanced by you and other balances due shall be charged with interest at such rate or rates as you may from time to time determine and shall include all commissions and such other charges as you may make to cover 3 Please Return to Piper Jaffray

4 Rep.. your facilities and services. You may at any time demand that this account immediately be taken up and paid, and all amounts advanced and other balances due, with interest and commissions, shall be due and payable on demand. Unless demand is sooner made, interest is due and payable monthly and if not paid when due shall be added to the principal balance of this account and thereafter shall bear interest. 6. You may employ sub-brokers, including exchange specialists, odd lot dealers and over-the-counter market makers, and shall be responsible only for reasonable care in their selection. Any sub-brokers so employed may also buy or sell the securities for themselves as dealers on their own accounts. You may settle contracts and controversies according to the regulations and customs of the exchange, board or market where the orders are executed. 7. Upon Fiduciaries failure to comply with any of the provisions hereof, or whenever you deem it necessary for your protection you are hereby authorized and empowered to cancel outstanding orders and to sell, assign and deliver all or any part of the securities held or carried for Fiduciaries all without notice of purchase or sale (which notice is expressly waived, and no notice shall invalidate this waiver). After deducting all costs and expenses of purchase or of sale and delivery, you are authorized to apply the residue of the proceeds to the payment of Fiduciaries liabilities to you, returning the surplus, if any, to Fiduciaries. Fiduciaries shall remain liable for any deficiency. At any such sale at public auction or on any exchange you may become purchasers for yourselves or on behalf of anyone else. It is understood that on transactions in securities when, as, and if issued you are entitled to protection against your contingent liability pending the issue of the securities to the same extent as in purchases and sales of securities already issued and that you purchase or sell odd lots on offer or bid without waiting for a round lot transaction. 8. You shall not be liable to pay interest on any credit balances owed by you to Fiduciaries, but you shall only be liable to pay such balance on demand, subject to your right to offset the balance against any amounts owed to you by Fiduciaries, however and whenever arising. 9. Whenever any applicable law, rule or regulation shall be enacted or adopted that affects in any manner or is inconsistent with any of the provisions of this Agreement, the provisions so affected shall be deemed modified or superseded, as the case may be, by such law, rule or regulation and all other provisions of this Agreement and the provisions as so modified shall in all respects continue to be in full force and effect. 10. Reports of the execution of orders and statements of this account shall be conclusive if not objected to in writing, the former within two days, and the latter within ten days after forwarding by you to Fiduciaries by mail or otherwise. 11. You shall regard as accurate the address provided when Fiduciaries opened this account. 12. Fiduciaries hereby represent that each of them is over 21 years of age and that no Fiduciary, nor anyone having an interest in Fiduciaries, is, or was an employee of: any exchange; any corporation of which any exchange owns a majority of the capital stock; a member of any exchange or of any firm registered on any exchange; or any corporation, association, firm or individual engaged in the business of dealing, either as broker or principal, in stocks, bonds, or other securities or any forms of commercial paper; and if at any time during the life of this Agreement the foregoing statement becomes untrue in any respect, Fiduciaries will promptly notify you thereof. 13. All transactions in this account (including transactions already affected) shall be governed by the terms of this Agreement. This Agreement shall enure to the benefit of Piper Jaffray and of any successor firm irrespective of any change in the personnel thereof. 14. Client Agrees to Arbitrate. Arbitration is final and binding on the parties. The parties are waiving their right to seek remedies in court, including the right to jury trial. Pre-arbitration discovery is generally more limited than and different from court proceedings. The arbitrator s award is not required to include factual findings or legal reasoning and any party s right to appeal or to seek modification of rulings by the arbitrators is strictly limited. The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. 4 Please Return to Piper Jaffray

5 Rep.. Fiduciaries agree to arbitrate any disputes between you and us. We specifically agree and recognize that all controversies which may arise between Piper Jaffray, its agents, representatives or employees and us, concerning any transaction, account or the construction, performance or breach of this or any other agreement between us, whether entered into prior to, on, or subsequent to the date hereof, shall be determined by arbitration to the full extent provided by law. Such arbitration shall be in accordance with the rules then in effect, of the Arbitration Committee of the New York Stock Exchange, Inc. or the National Association of Securities Dealers, Inc. as we may elect. We authorize you, if we do not make such election by registered mail addressed to you at your main office within 15 days after receipt of notification from you requesting such election, to make such election on our behalf. However, it is understood, no person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action; who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (i) the class certification is denied; (ii) the class is decertified; or (iii) the client is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this agreement except to the extent stated herein. 15. Amendments. This Agreement may only be amended in writing and signed by all then duly appointed and qualified Fiduciaries. This Agreement shall be continuous and shall survive any temporary or intermittent closing out or reopening of this account. BY SIGNING THIS AGREEMENT I (WE): 1. UNDERSTAND THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE AT PARAGRAPH 14 ABOVE. 2. ACKNOWLEDGE RECEIPT OF A COPY OF THIS AGREEMENT. 3. CERTIFY THAT THE UNDERSIGNED ARE ALL OF THE FIDUCIARIES. (ALL FIDUCIARIES MUST SIGN. ATTACH ETRA PAGE IF NECESSARY.) SIGNATURES Since Member SIPC and NYSE. 5 Please Return to Piper Jaffray

6 FIDUCIARY CASH ACCOUNT AGREEMENT Account Name Account Number Rep.. FID TYPE OF FIDUCIARY ("" only one box) Trust Under Will (Complete sections A, E and F) Trust Under Agreement (Complete sections B, E, and F) Pension Plan, 401(k) Plan or Profit Sharing Trust Under Agreement (Complete sections C, E, and F) Other Including Estates, Guardianships, Conservatorships, etc. (Complete sections D and F) SECTION A - Trust Under Will Trust under will of: FBO (if required to define will) Probated: County State Court File Number SECTION B - Trust Under Agreement Agreement date: FBO (if required to define trust) Name of Donor SECTION C - Pension, 401(k) or Profit Sharing Plan Name of Plan Agreement date: SECTION D - Other: Includes estates, guardianships, conservatorships, etc. Description of agreement, court order, etc. Dated Filed: County State Court File Number Also complete Section F SECTION E - Trustee Certification of Investment Powers Trust Information In consideration of your opening and/or maintaining one or more accounts for the Trust named above, we the undersigned Trustees*, certify as follows: 1. The date of the latest Trust Amendment is, and there are no Trustees of the Trust other than the undersigned. Names of successor trustees (if any) Grantors of Trust * Where applicable, plural references in this certification shall be deemed singular. SECTION F Authorized Individuals 2. You are authorized to accept orders including withdrawal instructions** and check signing privileges*** from those individuals or entities listed below, pursuant to the terms of the authorizing agreement and applicable law, unless their authority is expressly limited on this certification. ** If other than Trustee, must also submit Piper Jaffray Full trading authorization (Form #E410S) *** If other than Trustee, must also submit Piper Jaffray check writing signature card (Form #E1501) Name (please print) Relation to Trust Name (please print) Relation to Trust Form E497 (2/04) 1

7 Rep.. Investments Permitted The grid below summarizes the allowable transactions in various account types. Use it to assist you incompleting the transactions section below. I K L N Q Covered Covered Trading on Short Sales Buying Option Call Writing/ (Cash-Secured) Margin or of Securities Options Spreading Married and Put Writing Maintaining a Other Than Fiduciary Type Protective Put loan (debit) Options Purchasing balance Trusts Under Will - Revocable Yes Yes Yes Yes Yes Yes Trusts Under Will - Irrevocable Trusts Under Agreement - Revocable Trusts Under Agreement - Irrevocable Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Pension Plan, 401(k) Plan or Profit Sharing Trust Under Agreement Estates Guardianships Conservatorships Yes 3. We certify that we have the power under the authorizing agreement and applicable law to enter into transactions, both purchases and sales, of the types specified below: ("" types of investments which are permitted): Basic Transactions Aggressive Transactions Speculative Transactions A. U.S. Gov t Securities K. Trading on Margin or N. Buying Options (revocable B. U.S. Agency Securities Maintaining a Loan (debit) Balance 1 trusts only) 2 C. Municipal Securities L. Short Sales of Securities other than O. Short/naked put writing 2 D. Corporate Bonds Options (revocable trusts only) 1 P. Short/naked call writing 2 E. Corporate Stocks M. All of the Above Q. Option Spreading (revocable F. Mutual Funds trusts only) 2 G. Unit Investment Trusts H. Annuities R. S. Managed Future Funds 3 Fund of Hedge Funds 3 I. Covered Call Writing/ Married, Protective Put Purchasing [Covered (cash-secured) Put Writing (revocable & irrevocable trusts only)] 2 J. All of the Above Yes Yes Situs: The instrument described above will be construed, administered and governed by the laws of the State of. For the purposes of this Agreement, the term "Fiduciaries" shall mean either the undersigned and their successors, or the Estate represented by the undersigned and their successors, or both, as the context may require. "You" refers to Piper Jaffray & Co. ("Piper Jaffray"). Yes 1 Credit Agreement must be completed to perform these transactions. 2 An option agreement must be completed to perform these transactions. 3 A Client Review form and Client Certification form must accompany any subscription agreement/application to perform transaction. 4. We certify that, if an "Authorized Individual" named in Section F is a Piper Jaffray employee delegated discretionary authority, the terms of the authorizing agreement and applicable law allow such a delegation of authority. 5. We acknowledge receiving and reviewing all pertinent account documentation and agreements. 6. We jointly and severally indemnify you and hold you harmless from any liability for effecting transactions of the types specified under item Number 3 above, if you act pursuant to instructions given by any of the Authorized Individuals listed under item Number 2 above. 7. We agree to inform you in writing of any event which could materially alter the Certifications made above. You may rely on the continued validity of this Certification indefinitely absent actual receipt of such notice. 2

8 Rep.. Fiduciaries hereby represent, warrant and certify to you that the instrument described above is in full force and effect; that they are all of the duly appointed and qualified Fiduciaries under said instrument; that they have power and capacity to execute and perform this Agreement according to its terms; that the Situs of said instrument is as stated above; that you may act on orders or instructions given by any ("" one box) ONE TWO or more of the Fiduciaries; and that under the terms of said instrument, the signatures of ("" one box) ONE TWO ALL A MAJORITY of the Fiduciaries are required to transfer any securities or monies. You are entitled to rely on the representations and warranties contained herein until you receive written notice to the contrary signed by the Fiduciaries and delivered to your main office. The Fiduciaries, and each of them, hereby jointly and severally agree to indemnify and hold you harmless from any and all claims or losses arising out of your reliance on said representations and warranties. Fiduciaries agree that all of their dealings and relations as such with you shall be subject to the following provisions: 1. The word securities as used herein shall include shares, stocks, certificates of deposit, scrip, interests in mortgages, choses in action, participation certificates, rights to subscribe, puts, calls, options, warrants, bonds, notes, debentures and other evidences of indebtedness whether secured or unsecured and the security therefor, and other securities of every kind and nature, and contracts for securities and all other securities usually and customarily dealt in on exchanges, boards or markets or by securities broker-dealers. 2. All transactions made by you or your agents for Fiduciaries are subject to the constitutions, rules, customs and practices of the exchanges, boards or markets where executed and of their respective clearing houses. They are also subject to all applicable federal and state laws, rules and regulations. All orders to buy or sell securities are given by Fiduciaries with the understanding that (i) an actual purchase or sale is intended; (ii) it is the intention and obligation of Fiduciaries in every case to deliver certificates to cover any securities sold; and (iii) to receive and pay for any securities purchased. In case Fiduciaries fail to deliver to you any securities you have sold at Fiduciaries direction, Fiduciaries authorize you to borrow the securities necessary to enable you to make delivery to the purchaser. Fiduciaries will be responsible for the cost or loss you may thus incur, or the cost of otherwise obtaining the securities if you are unable to borrow them. settlement of this account may be made without all securities in which this account is short being received by you and all securities in which this account is long being paid for in full and the securities then delivered, and you and your correspondents are hereby constituted agents of Fiduciaries for the purpose of consummating all such transactions, and are authorized to make such advances and expend such moneys as may be required in respect thereof. 3. Any sell order will be for securities then owned by Fiduciaries and if such securities are not then deliverable by you from this account, the placing of such order shall constitute a representation that Fiduciaries will promptly deliver such securities. 4. Subject to the provisions of applicable statutes and regulations thereunder, all securities now or hereafter held or purchased by you for Fiduciaries shall be subject to a general lien for the payment of all liabilities of Fiduciaries to you however and whenever arising, and you are hereby authorized without notice to Fiduciaries and without regard to whether you have in your possession or subject to your control at the time thereof other securities of the same kind and amount, in the usual course of business to pledge, repledge, hypothecate, rehypothecate (either for the amount due you or for a greater or lesser sum) and lend the same to yourselves as brokers or to others from time to time, separately or commingled with securities carried for other customers; and you shall not be required to deliver to Fiduciaries the same securities deposited or received but only securities of the same kind and amount. 5. All amounts advanced by you and other balances due shall be charged with interest at such rate or rates as you may from time to time determine and shall include all commissions and such other charges as you may make to cover 3

9 Rep.. your facilities and services. You may at any time demand that this account immediately be taken up and paid, and all amounts advanced and other balances due, with interest and commissions, shall be due and payable on demand. Unless demand is sooner made, interest is due and payable monthly and if not paid when due shall be added to the principal balance of this account and thereafter shall bear interest. 6. You may employ sub-brokers, including exchange specialists, odd lot dealers and over-the-counter market makers, and shall be responsible only for reasonable care in their selection. Any sub-brokers so employed may also buy or sell the securities for themselves as dealers on their own accounts. You may settle contracts and controversies according to the regulations and customs of the exchange, board or market where the orders are executed. 7. Upon Fiduciaries failure to comply with any of the provisions hereof, or whenever you deem it necessary for your protection you are hereby authorized and empowered to cancel outstanding orders and to sell, assign and deliver all or any part of the securities held or carried for Fiduciaries all without notice of purchase or sale (which notice is expressly waived, and no notice shall invalidate this waiver). After deducting all costs and expenses of purchase or of sale and delivery, you are authorized to apply the residue of the proceeds to the payment of Fiduciaries liabilities to you, returning the surplus, if any, to Fiduciaries. Fiduciaries shall remain liable for any deficiency. At any such sale at public auction or on any exchange you may become purchasers for yourselves or on behalf of anyone else. It is understood that on transactions in securities when, as, and if issued you are entitled to protection against your contingent liability pending the issue of the securities to the same extent as in purchases and sales of securities already issued and that you purchase or sell odd lots on offer or bid without waiting for a round lot transaction. 8. You shall not be liable to pay interest on any credit balances owed by you to Fiduciaries, but you shall only be liable to pay such balance on demand, subject to your right to offset the balance against any amounts owed to you by Fiduciaries, however and whenever arising. 9. Whenever any applicable law, rule or regulation shall be enacted or adopted that affects in any manner or is inconsistent with any of the provisions of this Agreement, the provisions so affected shall be deemed modified or superseded, as the case may be, by such law, rule or regulation and all other provisions of this Agreement and the provisions as so modified shall in all respects continue to be in full force and effect. 10. Reports of the execution of orders and statements of this account shall be conclusive if not objected to in writing, the former within two days, and the latter within ten days after forwarding by you to Fiduciaries by mail or otherwise. 11. You shall regard as accurate the address provided when Fiduciaries opened this account. 12. Fiduciaries hereby represent that each of them is over 21 years of age and that no Fiduciary, nor anyone having an interest in Fiduciaries, is, or was an employee of: any exchange; any corporation of which any exchange owns a majority of the capital stock; a member of any exchange or of any firm registered on any exchange; or any corporation, association, firm or individual engaged in the business of dealing, either as broker or principal, in stocks, bonds, or other securities or any forms of commercial paper; and if at any time during the life of this Agreement the foregoing statement becomes untrue in any respect, Fiduciaries will promptly notify you thereof. 13. All transactions in this account (including transactions already affected) shall be governed by the terms of this Agreement. This Agreement shall enure to the benefit of Piper Jaffray and of any successor firm irrespective of any change in the personnel thereof. 14. Client Agrees to Arbitrate. Arbitration is final and binding on the parties. The parties are waiving their right to seek remedies in court, including the right to jury trial. Pre-arbitration discovery is generally more limited than and different from court proceedings. The arbitrator s award is not required to include factual findings or legal reasoning and any party s right to appeal or to seek modification of rulings by the arbitrators is strictly limited. The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. 4

10 Rep.. Fiduciaries agree to arbitrate any disputes between you and us. We specifically agree and recognize that all controversies which may arise between Piper Jaffray, its agents, representatives or employees and us, concerning any transaction, account or the construction, performance or breach of this or any other agreement between us, whether entered into prior to, on, or subsequent to the date hereof, shall be determined by arbitration to the full extent provided by law. Such arbitration shall be in accordance with the rules then in effect, of the Arbitration Committee of the New York Stock Exchange, Inc. or the National Association of Securities Dealers, Inc. as we may elect. We authorize you, if we do not make such election by registered mail addressed to you at your main office within 15 days after receipt of notification from you requesting such election, to make such election on our behalf. However, it is understood, no person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action; who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (i) the class certification is denied; (ii) the class is decertified; or (iii) the client is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this agreement except to the extent stated herein. 15. Amendments. This Agreement may only be amended in writing and signed by all then duly appointed and qualified Fiduciaries. This Agreement shall be continuous and shall survive any temporary or intermittent closing out or reopening of this account. BY SIGNING THIS AGREEMENT I (WE): 1. UNDERSTAND THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE AT PARAGRAPH 14 ABOVE. 2. ACKNOWLEDGE RECEIPT OF A COPY OF THIS AGREEMENT. 3. CERTIFY THAT THE UNDERSIGNED ARE ALL OF THE FIDUCIARIES. (ALL FIDUCIARIES MUST SIGN. ATTACH ETRA PAGE IF NECESSARY.) SIGNATURES Since Member SIPC and NYSE. 5