SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
S C H E D U L E 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
SHOWSCAN ENTERTAINMENT, INC.
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(Name of Issuer)
COMMON STOCK, $.001 PAR VALUE
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(Title of Class of Securities)
825397102
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(CUSIP Number)
Copy to:
Kiskiminetas Springs School Esanu Katsky Korins & Siger, LLP
1888 Brett Lane 605 Third Avenue
Saltsburg, PA 15681 New York, New York 10158
Attention: Ms. Linda Miller Attention: Roy M. Korins, Esq.
Telephone (724) 639-3586 Telephone (212) 953-6000
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(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
August 29, 1997
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(Date of Event which Requires Filing this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following space___.
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
Page 1 of 41
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CUSIP No. 825397102 SCHEDULE 13D
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1 Name of Reporting Person
I.R.S. Identification No. of Above Person (entities only)
Kiskiminetas Springs School
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2 Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ ]
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3 SEC Use Only
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4 Source of Funds* WC, OO
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5 Check Box if Disclosure of Legal Proceedings is Required [ ]
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6 Citizenship or Place of Organization Pennsylvania
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7 Sole Voting Power
433,000 shares 7.7%
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Number of 8 Shared Voting Power
Shares 0 shares 0%
Beneficially ----------------------------------------------------------
Owned By 9 Sole Dispositive Power
Each 433,000 shares 7.7%
Reporting ----------------------------------------------------------
Person 10 Shared Dispositive Power
With 0 shares 0%
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11 Aggregate Amount Beneficially Owned By Each Reporting Person
433,000 shares
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12 Check Box if the Aggregate Amount in Row (11) excludes
Certain Shares* [ ]
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13 Percent of Class Represented by Amount in Row (11) 7.7%
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14 Type of Reporting Person*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT
Page 2 of 45
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This Statement on Schedule 13D (this "Statement") relates to
transactions effected on August 29, 1997 (the "Reporting Date"). As of the
Reporting Date, the Kiskiminetas Springs School (the "Reporting Person") was the
beneficial owner of 286,000 shares of the Common Stock, par value $.001 per
share (the "Common Stock"), of Showscan Entertainment, Inc. (the "Issuer"),
representing approximately 5.1% of the Issuer's outstanding Common Stock (based
on 5,642,058 shares of Common Stock outstanding as reported in the Form 10-Q of
the Issuer filed on February 10, 1997). This Statement reflects information with
respect to the ownership of the Issuer's securities by the Reporting Person as
of October 21, 1998, the day immediately before the day when the Reporting
Person sold 383,000 shares of Common Stock and ceased to own over 5% of the
Issuer's Common Stock then outstanding. The latter transaction is described in
Amendment No. 1 to this Statement which is being filed immediately after the
filing hereof . Information contained in this Statement regarding persons other
than the Reporting Person is furnished to the best knowledge of the Reporting
Person.
ITEM 1. SECURITY AND ISSUER.
This Statement relates to the Common Stock of the Issuer. The principal
executive offices of the Issuer are located at 3939 Landmark Street, Culver
City, CA 90232.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is being filed by the Reporting Person. The Reporting
Person is a Pennsylvania non-profit educational institution that has an
endowment composed of the shares of the Issuer's Common Stock and certain other
securities. The Reporting Person owned as of October 21, 1998, 50,000 shares of
Common Stock in an account at PaineWebber Incorporated (the "PaineWebber
Account") and 383,000 shares of Common Stock in an account at Piper Jaffray Inc.
(the "Piper Jaffray Account").
From April 1996 to February 22, 1999, Mr. Alan J. Andreini was
authorized by the Board of Trustees of the Reporting Person (the "Board of
Trustees") to exercise investment and voting power over the shares of Common
Stock of the Issuer held in the Piper Jaffray Account and the PaineWebber
Account. During such period, Mr. Andreini was permitted to exercise such
authority without approval from the Finance Committee of the Board of Trustees
(the "Finance Committee"). In March 1999, when Mr. Andreini requested the
termination of his investment and voting power over the securities held in the
Piper Jaffray Account and the PaineWebber Account, all investment and voting
power over any securities held in such Accounts became subject to the prior
approval of the Finance Committee. Mr. Andreini is still an authorized person
for the PaineWebber Account.
Mr. Andreini has filed a Schedule 13D and a Schedule 13G under his own
name with respect to the Common Stock of the Issuer, and is not a reporting
person hereunder. Mr. Andreini's filings disclose the Reporting Person's
ownership of the Issuer's Common Stock.
Information with respect to the Reporting Person and the members of the
Finance Committee (in accordance with Instruction C to Schedule 13D) is set
forth below.
1. a. KISKIMINETAS SPRINGS SCHOOL is a not-for-profit corporation
organized under the laws of Pennsylvania.
Page 3 of 41
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b. ADDRESS:
1888 Brett Lane
Saltsburg, PA 15681
c. PRINCIPAL BUSINESS: Secondary educational institution.
d. CONVICTIONS: During the last five years, the Reporting Person
has not been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
e. PROCEEDINGS: During the last five years, the Reporting Person
has not been a party to a civil proceeding of a judicial or
administrative body of a competent jurisdiction and as a
result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or
state securities laws or finding any violation with respect to
such laws.
f. CITIZENSHIP: Not applicable.
2. a. MICHAEL YUKEVICH, JR. is a member and the Chairman of the
Board of Trustees and a member of the Finance Committee.
b. ADDRESS:
Yukevich, Marchetti, Liekar & Zangrilli, P.C.
One Gateway Center, Sixth Floor
Pittsburgh, PA 15222
c. PRINCIPAL OCCUPATION: Attorney.
d. CONVICTIONS: During the last five years, Mr. Yukevich has not
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
e. PROCEEDINGS: During the last five years, Mr. Yukevich has not
been a party to a civil proceeding of a judicial or
administrative body of a competent jurisdiction and as a
result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or
state securities laws or finding any violation with respect to
such laws.
f. CITIZENSHIP: United States.
3. a. LINDA K. MILLER is the Business Manager of the Reporting
Person.
b. ADDRESS:
Kiskiminetas Springs School
1888 Brett Lane
Saltsburg, PA 15681
Page 4 of 41
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c. PRINCIPAL OCCUPATION: Business Manager of the Reporting
Person.
d. CONVICTIONS: During the last five years, Ms. Miller has not
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
e. PROCEEDINGS: During the last five years, Ms. Miller has not
been a party to a civil proceeding of a judicial or
administrative body of a competent jurisdiction and as a
result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or
state securities laws or finding any violation with respect to
such laws
f. CITIZENSHIP: United States.
4. a. JOHN A. PIDGEON is the Headmaster and President of the
Reporting Person, a member of the Board of Trustees and a
member of the Finance Committee.
b. ADDRESS:
Kiskiminetas Springs School
1888 Brett Lane
Saltsburg, PA 15681
c. PRINCIPAL OCCUPATION: Headmaster of the Reporting Person.
d. CONVICTIONS: During the last five years, Mr. Pidgeon has not
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
e. PROCEEDINGS: During the last five years, Mr. Pidgeon has not
been a party to a civil proceeding of a judicial or
administrative body of a competent jurisdiction and as a
result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or
state securities laws or finding any violation with respect to
such laws.
f. CITIZENSHIP: United States.
5. a. ALAN J. ANDREINI is a member of the Board of Trustees and
Chairman of the Finance Committee.
b. ADDRESS:
395 Hudson Street
New York, New York 10014
Page 5 0f 41
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c. PRINCIPAL OCCUPATION: President and Chief Executive Officer of
InterWorld Corporation, a corporation principally engaged in
the provision of Internet commerce software for sales, order
management, order fulfillment, customer service and other
applications.
d. CONVICTIONS: During the last five years, Mr. Andreini has not
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
e. PROCEEDINGS: During the last five years, Mr. Andreini has not
been a party to a civil proceeding of a judicial or
administrative body of a competent jurisdiction and as a
result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or
state securities laws or finding any violation with respect to
such laws.
f. CITIZENSHIP: United States.
6. a. ALLEN R. GLICK is a member of the Board of Trustees and a
member of the Finance Committee.
b. ADDRESS:
P.O. Box 8446
La Jolla, California 92038
c. PRINCIPAL OCCUPATION: Chief Executive of Alta Resource Group
International, Inc.
d. CONVICTIONS: During the last five years, Mr. Glick has not
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
e. PROCEEDINGS: During the last five years, Mr. Glick has not
been a party to a civil proceeding of a judicial or
administrative body of a competent jurisdiction and as a
result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or
state securities laws or finding any violation with respect to
such laws.
f. CITIZENSHIP: United States.
7. a. MAYNARD H. MURCH IV is a member of the Board of Trustees and
a member of the Finance Committee.
b. ADDRESS:
9315 Euclid Chardon Road
Kirkland, Ohio 44094
Page 6 of 41
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c. PRINCIPAL OCCUPATION: President and Chief Executive Officer
of Maynard H. Murch Company, Inc.
d. CONVICTIONS: During the last five years, Mr. Murch has not
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
e. PROCEEDINGS: During the last five years, Mr. Murch has not
been a party to a civil proceeding of a judicial or
administrative body of a competent jurisdiction and as a
result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or
state securities laws or finding any violation with respect to
such laws.
f. CITIZENSHIP: United States.
8. a. JAMES P. MOORE, JR. is a member of the Board of Trustees and a
member of the Finance Committee.
b. ADDRESS:
2919A Woodley Street
Arlington, Virginia 22206
c. PRINCIPAL OCCUPATION: President and Chief Executive of ATI.
d. CONVICTIONS: During the last five years, Mr. Moore has not
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
e. PROCEEDINGS: During the last five years, Mr. Moore has not
been a party to a civil proceeding of a judicial or
administrative body of a competent jurisdiction and as a
result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or
state securities laws or finding any violation with respect to
such laws.
f. CITIZENSHIP: United States.
9. a. CARL L. KALNOW is a member of the Board of Trustees and
a member of the Finance Committee.
b. ADDRESS:
c/o Seasongood and Mayer
414 Walnut Street, Suite 310
Cincinnati, Ohio 45202
c. PRINCIPAL OCCUPATION: Limited Partner of Seasongood and Mayer.
Page 7 of 41
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d. CONVICTIONS: During the last five years, Mr. Moore has not
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
e. PROCEEDINGS: During the last five years, Mr. Moore has not
been a party to a civil proceeding of a judicial or
administrative body of a competent jurisdiction and as a
result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or
state securities laws or finding any violation with respect to
such laws.
f. CITIZENSHIP: United States.
ITEM 3. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
The Reporting Person acquired some shares of the Issuer's Common Stock
using funds it allocated from its revenues for purposes of establishing an
endowment and a substantial portion of the Common Stock using funds borrowed
against marginable securities of other issuers held in the PaineWebber Account
and in the Piper Jaffray Account, respectively. The funds borrowed in each
account were obtained under the customary terms of PaineWebber Incorporated and
Piper Jaffray, Inc., respectively, for such transactions. The aggregate purchase
price paid for the shares purchased by the Reporting Person, including mark-ups,
was $1,529,027.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Person acquired the shares of the Issuer's Common Stock
for purposes of investment.
The Reporting Person does not have any plans or proposals which relate
to or would result in any of the actions set forth in subparagraphs (a) through
(j) of Item 4 of Schedule 13D.
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
(a) As of October 21, 1998, the Reporting Person was the beneficial
owner of 433,000 shares of Common Stock of the Issuer, representing
approximately 7.7% of the Issuer's outstanding Common Stock (based on 5,642,058
shares of Common Stock outstanding as reported in the Form 10-K of the Issuer
filed on July 30, 1998).
(b) As of October 21, 1998, the Reporting Person had the sole power to
vote and to dispose of 433,000 shares of Common Stock.
(c) Transactions in the Common Stock of the Issuer were effected on
behalf of the Reporting Person by Alan J. Andreini, a member of the Board of
Trustees and Chairman of the Finance Committee. Set forth in Appendix A hereto,
which is incorporated herein by reference, are transactions in the Common Stock
effected by the Reporting Person from the 60th day prior to the Reporting Date
through October 21, 1998. Mr. Andreini executed such trades pursuant to
authorization by the Board of Trustees to make such trades without consultation
or prior approval.
Page 8 of 41
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All of the transactions reflected in Appendix A were effected in open market
transactions on The Nasdaq Stock Market.
(d) No other person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of such securities.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships
WITH RESPECT TO SECURITIES OF THE ISSUER.
1. Pursuant to Resolution and Trading Authorization, a copy of which is
filed as Exhibit 1 hereto, each of Mr Yukevich and Linda K. Miller are, and Mr.
Andreini prior to March 1999 was, authorized to instruct Piper Jaffray Inc.
brokers to effect transactions and transfers on behalf of the Reporting Person
the securities held in the Piper Jaffray Account.
2. Pursuant to a Corporate Resolution, a copy of which is filed as
Exhibit 2 hereto, each of John A. Pidgeon and Alan J. Andreini is authorized to
act on behalf of the Reporting Person in connection with the PaineWebber
Account.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT 1 - Resolution and Trading Authorization of the Reporting
Person, dated June 5, 1998.
EXHIBIT 2 - Corporate Resolutions of the Reporting Person, dated
January 13, 1997.
EXHIBIT 3 - Form of Piper Jaffray Prime Account Agreement.
EXHIBIT 4 - Form of Piper Jaffray PAT Plus Account Agreement.
Page 9 of 41
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned hereby certifies that the information set forth in this
Statement is true, complete, and correct.
Date: October 12, 1999.
KISKIMINETAS SPRINGS SCHOOL
By: s/JOHN A. PIDGEON
------------------------
Name: John A. Pidgeon
Title: President
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
Page 10 of 41
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APPENDIX A
TRANSACTIONS FOR ACCOUNT OF KISKIMINETAS SPRINGS SCHOOL (COMBINED SHARES IN THE
PIPER JAFFRAY ACCOUNT AND IN THE PAINEWEBBER ACCOUNT)
TYPE OF PURCHASE PRICE
TRADE DATE TRANSACTION QUANTITY IN U.S. DOLLARS
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07/07/97 Purchase 2,000 2.5000
07/08/97 Purchase 2,000 2.5000
07/09/97 Purchase 2,000 2.6250
07/09/97 Purchase 2,000 2.6250
07/09/97 Purchase 2,000 2.6250
07/09/97 Purchase 2,500 2.6250
07/10/97 Purchase 3,000 2.6250
07/10/97 Purchase 2,000 2.6250
07/10/97 Purchase 2,500 2.6250
07/11/97 Purchase 1,000 2.6250
08/28/97 Purchase 5,000 2.3750
08/28/97 Purchase 5,000 2.3750
08/29/97 Purchase 10,000 2.5000
08/29/97 Purchase 10,000 2.5000
08/29/97 Purchase 10,000 2.5000
09/01/97 Purchase 17,000 2.3125
09/05/97 Purchase 5,000 2.6250
09/30/97 Purchase 5,000 3.1250
10/01/97 Purchase 7,000 3.0000
10/03/97 Purchase 5,000 3.0000
10/06/97 Purchase 5,000 3.0000
10/10/97 Purchase 5,000 3.1250
11/04/97 Purchase 5,000 3.0625
12/30/97 Purchase 2,000 1.1250
12/31/97 Purchase 2,000 1.0625
12/31/97 Purchase 3,000 1.0625
12/31/97 Purchase 2,000 1.0625
01/07/98 Purchase 2,000 1.4375
01/07/98 Purchase 2,000 1.4375
01/08/98 Purchase 3,000 1.5000
01/09/98 Purchase 2,000 1.5000
01/20/98 Purchase 2,000 1.5000
01/20/98 Purchase 2,000 1.5000
01/20/98 Purchase 3,000 1.5000
01/22/98 Purchase 3,000 1.4375
01/22/98 Purchase 2,000 1.5000
01/22/98 Purchase 1,000 1.5000
01/22/98 Purchase 4,000 1.6250
Page 11 of 41
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TYPE OF PURCHASE PRICE
TRADE DATE TRANSACTION QUANTITY IN U.S. DOLLARS
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01/22/98 Purchase 1,500 1.5000
01/23/98 Purchase 5,000 1.7500
01/23/98 Purchase 5,000 1.7500
01/30/98 Purchase 1,000 1.7500
02/05/98 Purchase 500 1.6875
03/09/98 Purchase 5,000 1.3125
03/26/98 Purchase 15,000 1.1250
03/28/98 Purchase 15,000 1.1250
03/27/98 Purchase 10,000 1.1250
04/22/98 Purchase 5,000 0.8125
Page 12 of 41
EXHIBIT 1 - RESOLUTION AND TRADING AUTHORIZATION OF THE KISKIMINETAS SPRINGS
SCHOOL
RESOLUTION AND TRADING AUTHORIZATION
This authorizes KISKIMINETAS SPRINGS SCHOOL (the "NONPROFIT"), to transact
business with Piper Jaffray Inc. ("Piper Jaffray"). This authorization shall
continue in force until Piper Jaffray is notified in writing of any changes.
1. ESTABLISHMENT AND MAINTENANCE OF PIPER JAFFRAY ACCOUNT:
The following persons may authorize transactions and transfers on
behalf of the NONPROFIT:
ALAN ANDREINI TRUSTEE
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Name Title
LINDA MILLER BUSINESS MANAGER
--------------------- ----------------------
Name Title
--------------------- ----------------------
Name Title
--------------------- ----------------------
Name Title
THE AUTHORIZED PERSONS LISTED ABOVE, INCLUDING THE AUTHORIZED
SIGNATORY TO THIS TRADING AUTHORIZATION, ARE AUTHORIZED TO MAINTAIN
ONE OR MORE ACCOUNTS WITH PIPER JAFFRAY FOR THE PURPOSE OF TRANSACTING
BUSINESS. THE AUTHORITY HEREBY CONFERRED SHALL REMAIN IN FULL FORCE
AND EFFECT UNTIL REVOKED BY WRITTEN NOTICE ADDRESSED TO YOU AND
DELIVERED TO YOUR MAIN OFFICE.
2. AUTHORITY:
The fullest authority is granted to these persons to engage in any
transaction they deem proper, including authority to give written or
oral instructions to Piper Jaffray; to bind the NONPROFIT to carrying
out the transactions; and generally to take all action necessary in
connection with the accounts.
3. CUSTOMER AGREES TO ARBITRATE:
o ARBITRATION IS FINAL AND BINDING ON THE PARTIES.
o THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDIES IN COURT,
INCLUDING THE RIGHT TO JURY TRIAL.
o PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED THAN AND
DIFFERENT FROM COURT PROCEEDINGS.
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o THE ARBITRATORS' 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.
o THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF
ARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY.
WE AGREE TO ARBITRATE ANY DISPUTES BETWEEN PIPER JAFFRAY 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, 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
PIPER JAFFRAY, IF WE DO NOT MAKE SUCH ELECTION BY REGISTERED MAIL
ADDRESSED TO PIPER JAFFRAY AT ITS MAIN OFFICE WITHIN 15 DAYS AFTER
RECEIPT OF NOTIFICATION FROM PIPER JAFFRAY REQUESTING SUCH ELECTION, TO
MAKE SUCH ELECTION ON OUR BEHALF.
4. CERTIFICATION:
The Authorized Signatory of the NONPROFIT is hereby authorized and
empowered to certify this resolution. This certifies that this Trading
Authorization was adopted by officials duly authorized to invest funds
on behalf of the NONPROFIT in accordance with all applicable laws and
regulations. I further certify that the NONPROFIT is organized and
existing and that the officials who took the action called for by this
authorization have the power to take such action. In witness whereof,
this 5th day of June, 1998.
WE UNDERSTAND THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE AT
PARAGRAPH 3 ABOVE, AND WE ACKNOWLEDGE RECEIPT OF A COPY OF THIS AGREEMENT.
s/MICHAEL YUKEVICH, JR. 6/5/98
------------------------- -------
Authorized Signatory Date
MICHAEL YUKEVICH, JR.
-------------------------
Name and Title (print) Chairman, Board of Trustees
Page 14 of 41
EXHIBIT 2 - CORPORATE RESOLUTIONS OF THE KISKIMINETAS SPRINGS SCHOOL
PAINEWEBBER
Established 1879
Member of all principal
security, commodity
and option exchanges
CORPORATE RESOLUTIONS
FULL ACCOUNT TITLE BRANCH ACCOUNT NUMBER BROKER
- -------------------------------------------------------------------------------
Kiskiminetas Springs School
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I, Lee C. Crawford hereby certify that I am the Secretary of KISKIMINETAS
SPRINGS SCHOOL ("Corporation") a corporation organized and existing under the
laws of the state of PENNSYLVANIA, and that the following resolutions were duly
adopted at a meeting of the Board of Directors of the Corporation held on DEC.
13, 1996 at which meeting a quorum was present and voting:
RESOLVED
1) To open with PaineWebber Incorporated, its successor firms,
subsidiaries, correspondents or affiliates ("PaineWebber") a brokerage account
for the purchase and sale of securities and other property. "Securities" means,
but is not limited to, money, stocks, bonds, options, including stock index
options, interest rate options, foreign currency options, and other securities
and property.
2) That the Corporate Officers named in the spaces below are authorized to
act on behalf of the Corporation with respect to opening an account, to execute
on behalf of the Corporation any and all relevant documents, and to deal with
PaineWebber in connection with all aspects of said account singly, with no
limits as to the amount thereinafter called "Authorized Person".
(AT LEAST TWO TO BE DESIGNATED)
(1) John A. Pidgeon, President s/John A. Pidgeon
- -------------------------------------- ----------------------------------
(Type Name and Title of Officer) (Signature of Officer)
(2) Alan J. Andreini, Chairman,
Finance Committee s/Alan J. Andreini
- -------------------------------------- ----------------------------------
Page 15 of 41
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(Type Name and Title of Officer) (Signature of Officer)
(3)
- ---------------------------------------- -----------------------------
(Type Name and Title of Officer) (Signature of Officer)
(4)
- ---------------------------------------- -----------------------------
(Type Name and Title of Officer) (Signature of Officer)
3) That PaineWebber is authorized to deal with each Authorized Person, to
accept all orders for purchases and sales and all instructions given verbally or
in writing by him or her on behalf of the Corporation as the action of the
Corporation without further inquiry as to his or her authority: to receive any
funds, securities or other property for the account of the Corporation; to honor
written instructions from each Authorized Person to deliver either in bearer
form, in street certificates, in any names or in any other manner any funds,
securities or other property held for the account of the Corporation; to extend
loans in connection with the maintenance of a margin account (if applicable); to
effect BankCard transactions in connection with the Corporation's account (if
applicable), including use of Bank One's Line of Credit in connection with the
MasterCard BusinessCard or Gold MasterCard, to honor written instructions from
each Authorized Person to write checks against the Corporation's account, and to
send all confirmations, notices, demands, statements and other communications to
the Authorized Person and to the Corporation, attention:
John A. Pidgeon, President
----------------------------------------------
(Insert name and position of officer and office location)
4) That any withdrawals of money, check writing, BankCard purchases (if
applicable) and other non-brokerage transactions including but not limited to
obtaining letters of credit and other types of credit facilities made on behalf
of the Corporation with PaineWebber are ratified, confirmed and approved, and
that PaineWebber is authorized to rely upon the authority conferred by these
resolutions until PaineWebber receives a certified copy of resolutions of the
Corporation's Board of Directors revoking or modifying these resolutions. In the
event that PaineWebber, for any reason, is uncertain as to the continuing
effectiveness of the authority conferred by these resolutions or any other
resolutions of the Corporation, PaineWebber may refrain from taking any action
with respect to this account until such time as it is satisfied as to its
authority and PaineWebber shall be indemnified against and held harmless from
any claims, demands, expenses, loss or damage, including legal fees and costs,
resulting from or arising out of its refraining from taking any action.
5) That the Corporation elects (check box A or B below):
|_| A. CASH ACCOUNT
OR
|X| B. MARGIN ACCOUNT
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<PAGE>
To open and maintain a margin account and execute a
PaineWebber margin agreement and certifies that the
Corporation has full power and authority pursuant to the
charter and by-laws for the purchase and sale (including
short sales) of securities, borrowing money in connection
with the maintenance of a margin account, repaying amounts
borrowed and paying interest due thereon.
6) That the Corporation also elects to open (check box A, B or C below):
|_| A. BUSINESS SERVICES ACCOUNT (BSA)
OR
|_| B. RESOURCE MANAGEMENT ACCOUNT (RMA)
OR
|_| C. INTERNATIONAL RESOURCE MANAGEMENT ACCOUNT (IRMA) and
execute relevant documents and certifies that the Corporation
has full power and authority pursuant to its charter and
by-laws to open and maintain a BSA/RMA/IRMA and to affect any
and all brokerage and non-brokerage transactions in the
Corporation's BSA/RMA/IRMA including but not limited to the
options selected below (check all boxes that apply):
|_| 1) Check Writing Privilege and certifies that the
Corporation has full power and authority pursuant to
its charter and by-laws to write checks on the
BSA/RMA/IRMA in the manner described in the
Disclosure Document(s) as defined in the BSA/RMA/IRMA
Agreement.
2) BankCard Privileges and elects (check one box
only):
|_| a) MasterCard BusinessCard or Gold
MasterCard with margin account and
certifies that the Corporation has full
power and authority pursuant to its
charter and by-laws to affect cash
advances and charges on the BSA/RM/IRMA
in the manner described in the
Disclosure Document(s) as defined in the
BSA/RMA/IRMA Agreement; and that the
Corporation has full power and authority
pursuant to its charter and by-laws to
open and maintain a margin account and
execute a PaineWebber margin agreement
for the purchase and sale [including
short sales] of securities, borrowing
money in connection with the maintenance
of a margin account, repaying amounts
borrowed and paying interest due
thereon.
OR
|_| b) MasterCard BusinessCard or Gold
MasterCard with a Line of Credit and
certifies that the Corporation has full
power and authority pursuant to its
charter and by-laws to affect charges on
the BSA/RMA/IRMA in the manner described
in the applicable Disclosure Document(s)
as defined in the SA/RMA/IRMA
Page 17 of 41
<PAGE>
Agreement and to affect the borrowing of
money in connection with the maintenance
of Bank One's Line of Credit, repaying
amounts borrowed and paying interest due
thereon.
ATTENTION TRANSFER AGENT
7) That any Authorized Person is fully authorized and empowered to
transfer, convert, endorse, sell, assign, set over and deliver any and
all shares of stock, bonds, debentures, notes,
subscription warrants, stock purchase warrants, evidence of
indebtedness, or other securities now or hereafter standing in the name
of or owned by this Corporation, and to make, execute
and deliver, under the corporate seal of this Corporation or
otherwise, any and all written instruments of assignment and transfer
necessary or proper to effectuate the authority hereby conferred.
8) That whenever there shall be annexed to any instrument of assignment
and transfer, executed pursuant to and in accordance with the
foregoing resolution, a certificate of the Secretary or an Assistant
Secretary of this Corporation in office at the date of such
certificate and such certificate shall set forth these resolutions and
shall state that these resolutions are in full force and effect, and
shall also set forth the names of the persons who are then officers of
this Corporation, then all persons to whom such instrument with the
annexed certificate shall thereafter come, shall be entitled, without
further inquiry or investigation and regardless of the date of such
certificate, to assume and to set in reliance upon the assumption that
the shares of stock or other securities named in such instrument were
therefore duly and properly transferred, endorsed, sold, assigned, set
over and delivered by this Corporation, and that with respect to such
securities the authority of these resolutions and of such officers is
still in full force and effect.
That the Secretary or an Assistant Secretary of the Corporation is authorized
and described to certify to PaineWebber that these resolutions have been duly
adopted, are in full force and effect and are in accordance with the provisions
of the charter and by-laws of the Corporation.
WITNESS my hand and the seal of the Corporation at this 13TH day
of JANUARY , 19 97. -------------- ----
-------- ---
s/LEE C. CRAWFORD
-----------------------
(SIGNATURE OF SECRETARY)
Page 18 of 41
EXHIBIT 4 - FORM OF PIPER JAFFRAY PRIME ACCOUNT AGREEMENT
PIPER JAFFRAY PRIME ACCOUNTO
AGREEMENT
PLEASE READ CAREFULLY.
1. This AGREEMENT ("AGREEMENT") sets forth the terms and conditions governing
the Piper Jaffray PRIME ACCOUNTO ("Piper Jaffray Prime Account") offered by
Piper Jaffray Inc. ("Piper Jaffray"), for which you (all such signatories
hereto, whether acting in their individual or representative capacities, are
sometimes referred to hereinafter as "you") are making application with Piper
Jaffray. This Agreement is subject to, and may be modified from time to time by
disclosure in, the prospectuses pertaining to the money market investment funds
from time to time offered by Piper Jaffray as a component of the Piper Jaffray
Prime Account (the "Funds"), and any supplement or amendment thereto as of the
time of filing or effectiveness thereof (the prospectuses, as so amended or
supplemented, are referred to as the "Prospectuses").
Subject to the foregoing, it is understood that the Piper Jaffray Prime Account
will operate as follows:
2. DESCRIPTION OF PIPER JAFFRAY PRIME ACCOUNT
The Piper Jaffray Prime Account is an integrated financial services program that
links together several components:
o a Piper Jaffray securities account (the "Securities Account") with a
credit feature;
o the Funds from time to time offered by Piper Jaffray;
o a check-writing privilege provided by PNC Bank, Philadelphia, a subsidiary
of PNC Financial Corp (PNC Bank, Philadelphia and its affiliates are
referred to as "PNC"); and
o an optional Visa Gold(R) card including ATM access, from PNC. The
principal attributes of each component of the Piper Jaffray Prime Account
and their relation to one another are described below.
3. SECURITIES ACCOUNT
The Securities Account has a credit feature. You may use the Securities Account
to purchase and sell securities, including options, for cash or on credit. The
Securities Account will be governed by the federal securities laws, the rules
and regulations of the Securities and Exchange Commission, the Board of
Governors of the Federal Reserve System, the Securities Investor Protection
Corporation, the New York Stock Exchange, Inc., other registered national
securities exchanges, the National Association of Securities Dealers, Inc. and
by this Agreement and the policies of Piper Jaffray.
The amount of available credit will vary depending upon the amount of eligible
securities in your Piper Jaffray Prime Account and applicable regulatory
requirements, but is presently limited to 50% of the current market value of
eligible securities in your Piper Jaffray Prime Account.
When you purchase securities, Piper Jaffray will first apply any cash in your
Piper Jaffray Prime Account on the settlement date and then redeem Fund shares
at net asset value to the extent
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<PAGE>
necessary to pay the amounts due in connection with such transaction, including
all costs and expenses of the transaction. If at the settlement date, such
amounts are sufficient to pay all amounts due, the trade will be treated as a
cash transaction.
If on the settlement date, there is not sufficient cash or net asset value of
Fund shares in your Piper Jaffray Prime Account, Piper Jaffray may extend credit
to you on the terms and conditions set forth in this Agreement. If Piper Jaffray
extends credit to you, such amounts will be automatically collateralized by
eligible securities in your Piper Jaffray Prime Account. If sufficient eligible
securities are not available in your Piper Jaffray Prime Account, you must
deposit additional cash and/or eligible securities into your Piper Jaffray Prime
Account within the allotted time frames required by the laws, rules, regulations
and policies governing the extension of credit by Piper Jaffray. If sufficient
cash or eligible securities are not deposited into the Piper Jaffray Prime
Account within the allotted time frames prescribed by applicable regulatory
requirements, Piper Jaffray is required to liquidate the trade(s) at market risk
and exposure to you.
a. PLACING ORDERS, CUSTOMER RESPONSIBILITIES. When you place any order to sell
securities that are long in your account, you will designate it as such and
hereby authorize Piper Jaffray to mark such order as being "long". Any sell
order which you shall designate as being for long account will be for
securities then owned by you, and if such securities are not then
deliverable by Piper Jaffray from any account of yours, you will deliver
such securities as soon as you can do so. If you place any order to sell
securities that are short your account, you will designate it as such and
authorize Piper Jaffray to mark such order as being "short". In case Piper
Jaffray makes a short sale of any securities at your direction, or in case
you fail to deliver to Piper Jaffray any securities which Piper Jaffray has
sold at your direction, you authorize Piper Jaffray to borrow the
securities necessary to enable Piper Jaffray to make delivery to the
purchaser, and you agree to be responsible for the cost or loss Piper
Jaffray may incur, or the cost of otherwise obtaining the securities if
Piper Jaffray is unable to borrow them. No settlement of any account for
you may be made by you without all securities in which your account is
short being received by Piper Jaffray and all securities in which your
account is long being paid for in full and the securities then delivered.
Piper Jaffray and its correspondents are designated as your agents to
consummate all such transactions, and are authorized to make such advances
and expend such moneys as may be required.
b. CUSTOMER'S ORDERS BINDING UNTIL NOTICE OF DEATH; PIPER JAFFRAY'S RIGHTS TO
PURCHASE OR SELL. Any order you give Piper Jaffray shall be binding upon
you and your personal representative until Piper Jaffray has actual notice
of your death. Your death and notice thereof shall not in any way affect
Piper Jaffray's rights under this Agreement to take any action which Piper
Jaffray could have taken if you had not died. Upon your death or failure to
comply with any part of this Agreement or whenever Piper Jaffray deems it
necessary for its protection, Piper Jaffray is authorized (but is not
required) to:
o Cancel outstanding orders;
o Purchase, sell, assign, receive and deliver all or any part of the
securities held or carried for you; and
o Close out short sales by purchase upon any exchange board or market or
any public or private sale at Piper Jaffray's option.
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<PAGE>
c. SECURITIES PENDING ISSUE. On transactions in securities when, as and if
issued, Piper Jaffray is entitled to protection against its contingent
liability pending the issue of the securities to the same extent as in
purchases and sales of securities already issued.
d. WAIVER OF NOTICE. Piper Jaffray may take these actions without demand for
credit or notice of purchase or sale, which are expressly waived. No
specific demand or notice shall invalidate this waiver. After deducting all
costs and expenses of any such purchase or sale and delivery, Piper Jaffray
is authorized to apply the residue of the proceeds to the payment of your
liabilities to Piper Jaffray, returning the surplus, if any, to you, and
you shall remain liable for any deficiency. At any such sale at public
auction or on any exchange, Piper Jaffray may become purchasers for itself
or on behalf of anyone else.
4. CREDIT EXTENSIONS
PLEASE NOTE - SECTION 4 CONCERNING CREDIT WILL ONLY APPLY WHEN AND IF YOU ARE
CARRYING A SETTLEMENT DATE DEBIT BALANCE IN YOUR PIPER JAFFRAY PRIME ACCOUNT
(PIPER JAFFRAY IS LENDING YOU MONEY AGAINST YOUR SECURITIES AS COLLATERAL).
If Piper Jaffray extends a loan based on the credit feature of your Securities
Account, Piper Jaffray will begin to charge interest on the day it extends such
credit to you. As with any credit extension by Piper Jaffray, you must be in
compliance with all current regulations and New York Stock Exchange maintenance
requirements.
a. CUSTOMER OBLIGATION. You will pay interest on all amounts advanced by Piper
Jaffray and on other balances due Piper Jaffray (including all commissions
and such other charges as Piper Jaffray may impose) as specified under the
caption "Credit Terms" in this Agreement. In addition, you specifically
agree that Piper Jaffray may check your credit references at any time, and
authorize anyone to grant that information to Piper Jaffray. Piper Jaffray
may at any time demand that your account or accounts 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 or upon the balances due
being paid in full. You will at all times maintain sufficient collateral
for said accounts as from time to time required by Piper Jaffray.
b. CREDIT TERMS. Piper Jaffray charges in connection with any credit Piper
Jaffray may extend to you are as follows:
You will be charged interest on any credit extended to you for the purpose
of purchasing, carrying, trading or selling any securities. Such extensions
of credit include but are not limited to:
o prepayment of proceeds of sale prior to settlement;
o payments on "no good delivery" securities prior to clearance;
o specific transactions where interest expenses are incurred.
The annual rate of interest charged on your average debit balance is based
on Piper Jaffray's announced broker call rate, which is determined by Piper
Jaffray's cost of borrowing money from banks. To Piper Jaffray's broker
call rate, Piper Jaffray will add a maximum 2.5%
Page 21 of 41
<PAGE>
override. Piper Jaffray may charge lower overrides depending upon factors
such as the size of your net balance, Piper Jaffray's evaluation of the
commission income generated by your account, the service required for the
account, etc.
Your rate of interest will be changed without notice in accordance with
changes in your net balance due and changes in Piper Jaffray's cost of
borrowing money. When your interest rate is to be increased for any other
reason, at least 30 days' prior written notice will be given.
THE METHOD OF COMPUTING INTEREST IS AS FOLLOWS: Interest is accrued daily
on all funds owed to Piper Jaffray (debit balances). Free credit balances
within an account are used to offset the debit balance each day. Piper
Jaffray's interest period runs from the 16th of the previous month to the
15th of the current month. Therefore, to compute your interest, it will be
necessary to use the prior month's statement as well as the current
statement.
Begin with the debit balance on the 15th of the previous month. Starting
with the 16th and each day through the 15th of the current statement, add
to that debit balance any debits and subtract any credits appearing on your
statement to determine each day's debit balance. Free credits within an
account are used to offset the debit balance each day. The average debit
balance is determined by adding the debit balances for each day and
dividing by the number of days in the billing period. Multiply this by the
annual rate of interest and then by the number of days in the billing
period. Then divide by 360.
In order to assist you, your monthly statements will contain the following
information: annual rate of interest charged to your account, the average
daily debit, and ending debit balance of interest period (15th of the
month).
The credit that appears on your statement due to short sales (including
short sales against the box) is offset by a debit of like amount because
Piper Jaffray has to borrow the same security in order to deliver it to the
buying broker. This means that the credit generated by any short sale does
not reduce your debit balance for the purpose of computing interest until
the short position is covered.
If the security which you sold short (or sold short against the box)
appreciates in market price over the selling price, interest will be
charged on the appreciation of the value. If the security which you sold
short depreciates in market price, interest is correspondingly reduced by
the drop in value. Periodically, and depending upon prevailing conditions,
this practice of "marking-to-the-market" is performed.
If you have any further questions about interest charged to your account,
you should contact your Piper Jaffray Investment Executive.
c. LIENS, PLEDGING AND LENDING OF SECURITIES IN ACCOUNT. PLEASE NOTE- IN
ACCORDANCE WITH SEC RULE 15C3-3(B), WE ARE PROHIBITED FROM LENDING ANY OF
YOUR SECURITIES UNLESS YOU ARE CARRYING A SETTLEMENT DATE DEBIT BALANCE
AGAINST YOUR SECURITIES (PIPER JAFFRAY IS LENDING YOU MONEY AGAINST YOUR
SECURITIES AS COLLATERAL).
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<PAGE>
If you use the credit feature of your Piper Jaffray Prime Account, any
securities in any of your accounts are collateral for any debit balances in
your Piper Jaffray Prime Account. This means that in accordance with the
terms of this Agreement, securities in your Piper Jaffray Prime Account or
other accounts with Piper Jaffray can be sold to reduce or to liquidate
entirely any debit balances in your Piper Jaffray Prime Account.
If you use the credit feature of your Piper Jaffray Prime Account and if
there is a decline in the market value of your securities which are the
collateral for your debit balance, it may be necessary for Piper Jaffray to
request additional funds or collateral. Ordinarily, a request for
additional funds or collateral will be made when the equity in the account
falls below 33 percent of the market value of all securities in the
account. (The equity is the excess market value of the securities in the
account over the debit balance.) However, Piper Jaffray retains the right
to require additional funds or collateral when Piper Jaffray deems it
desirable.
All securities held or purchased by Piper Jaffray for you shall be subject
to a lien for the payment of all your liabilities to Piper Jaffray. Piper
Jaffray is authorized without notice to you, whenever Piper Jaffray deems
it advisable, to transfer interchangeably between any accounts you have
with Piper Jaffray any or all of the securities so held, and without notice
to you and without regard to whether Piper Jaffray has in its possession or
subject to its control at the time thereof other securities of the same
kind and amount, and in the usual course of business, to pledge, repledge,
hypothecate, rehypothecate (EITHER FOR THE AMOUNT DUE PIPER JAFFRAY FROM
YOU OR FOR A GREATER OR LESSER SUM) and lend the same to itself as brokers
or to others from time to time, separately or commingled with securities
carried for other customers. Piper Jaffray shall not be required to deliver
to you the identical securities deposited or received but only securities
of the same kind and amount.
5. THE FUNDS
You authorize Piper Jaffray to invest automatically in shares of the Fund from
time to time designated by you (the "Designated Fund") any cash in your
Securities Account (that is, any cash that does not result from a loan from
Piper Jaffray, and thus, may be transferred out of your Securities Account
without giving rise to interest charges). Such automatic investment of cash in
Designated Fund shares will occur daily on the next business day at the net
asset value per share next determined. Although cash will be invested
automatically in only the Designated Fund, you may purchase shares in the other
Funds at any time.
Shares of the Designated Fund and shares of other Funds will be redeemed at
their net asset value and you authorize automatic redemptions, as necessary, to
satisfy debit balances resulting from securities transactions, from the use of
the check-writing privilege and/or the optional Visa Gold(R) card as described
below. You may also redeem shares of the Funds directly by written or oral
request to Piper Jaffray.
Your Designated Fund Option will be changed to the First American Funds Prime
Obligations Fund-Class Y, if the value of your account reaches the minimum set
forth in the current prospectus. Your account will not be affected if your
Designated Fund is a tax-exempt money market fund. Piper Jaffray will evaluate
accounts on the last business day of each calendar year quarter end. We will
make the change on the first business day of the calendar year quarter that
begins after the value of your account reaches the minimum.
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<PAGE>
Orders for the purchase or redemption of Fund shares will become effective as
provided in the Prospectuses. Ordinarily, a purchase order will not be entered
until cash in the form of Federal Funds become available to Piper Jaffray. Piper
Jaffray may, however, without charge, advance Federal Funds to the Piper Jaffray
Prime Account on your behalf to enable you to purchase Fund shares and earn Fund
dividends prior to final collection of checks or other instruments deposited in
your Securities Account. You therefore agree that Piper Jaffray may reasonably
withhold access to the redemption proceeds of Fund shares purchased by checks or
other instruments credited to your Piper Jaffray Prime Account.
The Funds will declare dividends on each business day as earned, and credit
dividends monthly on shares of the Funds owned by you. You recognize that
dividends are paid in additional Fund shares, unless monthly cash payment is
requested.
6. PIPER JAFFRAY PRIME ACCOUNT FEE
Piper Jaffray will deduct an annual fee from your Piper Jaffray Prime Account
for processing and administrative services. Piper Jaffray will notify you before
any increase in the fee becomes effective. In addition, the following fees may
apply depending on the account's transactions and activity:
o All trades (purchases and sales) will be charged a $5 transaction fee. Some
managed account types are excluded as well as mutual fund trades, syndicate
offerings, annuities, insurance, or trades with a dollar value of less than
$5.
o Accounts transferring to other firms are subject to a $50 transfer fee.
o Foreign securities transacted on a foreign exchange(ordinary "ORD" shares)
will be charged the $ 100 fee at the time of purchase and sale.
Piper Jaffray reserves the right to change its fees for the maintenance,
administration and servicing of a Piper Jaffray Prime Account. Piper Jaffray
will provide you with prior notification of an increase to the fees payable
hereunder.
7. CHECK-WRITING PRIVILEGES (OPTIONAL)
You may exercise a check-writing privilege through an account with PNC. In the
case of a corporate account, a maximum of six (6) authorized check signers
designated by corporate resolutions may exercise a check-writing privilege
through an account maintained at PNC. PNC will assess certain charges associated
with such a privilege. Checkwriting privileges are subject to an agreement
between Piper Jaffray and PNC.
You must maintain sufficient Available Cash in your Securities Account and Fund
shares ("Combined Asset Value") to pay any checks you write and any Visa Gold
card transactions made by you or any additional authorized Visa Gold card
cardholder. Payments for checks and for Visa Gold card transactions will be
satisfied from the Combined Asset Value of your Piper Jaffray Prime Account in
the following order: First, from cash in your Securities Account; second, from
the proceeds of redeeming Designated Fund shares (if any); third from the
proceeds of redeeming other Fund shares (if any); and fourth, from the loan
value of your loanable securities (if any).
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8. THE VISA GOLD(R)CARD FEATURES (OPTIONAL SERVICES)
APPROVING THE VISA GOLD CARD - If you would like a Visa Gold Card as part of
your Piper Jaffray Prime Account, complete the credit card application included
in this package. PNC, the card issuing bank, must approve your application for
the credit card before any Visa Gold card services can be linked with your Piper
Jaffray Prime Account. If approved, PNC will issue and service your Visa Gold
card account with a minimum credit line of $5,000.
ADDITIONAL CARDS - Each individual applicant who signs the Visa Gold card
application may apply for and receive a Visa Gold card for use in connection
with your Piper Jaffray Prime Account. You and other cardholders who are Piper
Jaffray Prime Account clients may jointly authorize the issuance of additional
cards. Additional cardholders who are not Piper Jaffray Prime Account clients
are not authorized to buy or sell securities or to use the check-writing
privilege associated with the Piper Jaffray Prime Account. The fee for the Piper
Jaffray Prime Account with the optional Visa Gold card includes the issuance of
up to two cards. There is a charge for the issuance of each additional card.
USING THE VISA GOLD CARD - You, and any additional cardholder, may use the
credit card to charge goods and services wherever the Visa Gold card is accepted
(Visa Gold card charge transactions). You may also obtain cash advances at
participating financial institutions or any Plus System(R) location (Visa Gold
card cash advance transactions). The amount of purchases and cash advances may
not exceed the available credit on your Visa Gold card. You agree to accept
financial responsibility with respect to all Visa Gold card charge and cash
advance transactions effected by any cardholder, including additional
cardholders, in accordance with the Credit Card Agreement.
VISA GOLD CARD TRANSACTIONS - PNC will send you a statement showing your Visa
Gold card transactions and/or other activity for the billing period in which
such transactions or other activity occurred.
You authorize Piper Jaffray to automatically transfer funds from the Combined
Asset Value of your Piper Jaffray Prime Account to pay amounts to PNC when
requested by PNC. The amount of any cash advance transactions will be
transferred from your Piper Jaffray Prime Account on the day such item is
presented for payment. Charge transactions from the most recent billing period
will be transferred from your Piper Jaffray Prime Account once a month on the
payment date indicated on the statement issued you by PNC. If your Combined
Asset Value will not pay the entire amount of newly-billed Visa Gold card charge
transactions on the payment date, you will have 10 days to transfer assets to
the Piper Jaffray Prime Account.
If you do not make funds available for payment when due, finance charges will
accrue as provided in the Credit Card Agreement. If payment is made on or before
the applicable payment due date as provided in the Credit Card Agreement, and
there was no previous balance, then no finance charges will be assessed.
Whenever finance charges are assessed, the Annual Percentage Rate will be as
stated in the Credit Card Agreement.
For additional information regarding your Visa Gold card account, refer to the
Credit Card Agreement which will accompany your Visa Gold card(s).
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TERMINATION OF THE VISA GOLD CARD FEATURE - Any cardholder who is a Piper
Jaffray Prime Account client may terminate the Visa Gold card feature by
notifying Piper Jaffray in writing. In any such event, we request that you
return all Visa Gold cards, cut in half, to your Piper Jaffray Investment
Executive. Such termination does not relieve you of responsibility for charge or
cash advance transactions made using the Visa Gold card, nor, will it terminate
your Piper Jaffray Prime Account. PNC may terminate your Visa Gold card feature
in accordance with the terms of the Credit Card Agreement but such termination
need not terminate your Piper Jaffray Prime Account.
REVOKING ADDITIONAL CARDHOLDERS' PRIVILEGES - You may revoke the authority of
any additional cardholders who are not Piper Jaffray Prime Account clients. To
revoke the authority of any additional cardholders notify Piper Jaffray in
writing. In any such event, we request that you return all Visa Gold cards, cut
in half, to your Piper Jaffray Investment Executive. You remain liable for any
losses incurred either before we receive your written notice of revocation or as
a result of any use of the Visa Gold card that occurs before we receive written
notice, in accordance with the Credit Card Agreement.
You agree not to use under any circumstances either directly or indirectly the
Visa Gold(R) card to purchase, carry or otherwise trade in any securities
(including shares of the Funds) and that, if you make any such use of the Visa
Gold card, Piper Jaffray may immediately terminate your Piper Jaffray Prime
Account, redeem your Fund shares, sell securities in your Securities Account to
satisfy all outstanding loans, and cause PNC to revoke the Visa Gold cards, and
terminate the check-writing privilege.
9. CHECKS AND VISA GOLD(R) CARD CASH ADVANCE TRANSACTIONS
Piper Jaffray will debit your account immediately whenever a check is presented
for payment on your behalf, or, when Piper Jaffray is notified that you or an
additional authorized Visa Gold card cardholder has effected a Visa Gold card
cash advance. You authorize Piper Jaffray to automatically transfer funds from
your Piper Jaffray Prime Account to PNC to cover checks or Visa Gold card cash
advances.
10. PERIODIC REPORTS
Each month Piper Jaffray will send a statement of account (or quarterly if no
activity) to you at the mailing address furnished by you to Piper Jaffray. The
statement will detail, among other things, loan interest charges, if any,
dividends received on securities held in your Securities Account, Visa Gold(R)
card transactions, and checks drawn on PNC. Once a year, the amount of the
annual fee that Piper Jaffray charges for the Piper Jaffray Prime Account will
be indicated on the monthly statement, and you authorize Piper Jaffray to deduct
that annual fee from your Piper Jaffray Prime Account. You understand that a
copy of your monthly statement will be sent to your Piper Jaffray Investment
statement will be sent to your Piper Jaffray Investment Executive. Confirmations
detailing specific purchases and redemptions of Fund shares will not be sent to
you. PNC will forward canceled checks to you.
11. CUSTOMER REPRESENTATIONS.
Until advised by you of a change of address, Piper Jaffray shall regard as
accurate the address provided when you opened your account. All mail sent by
Piper Jaffray to your address shall constitute delivery to you. You are of legal
age. Unless you have otherwise informed Piper Jaffray, you are not an employee
of any exchange or of any corporation of which any exchange owns
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a majority of the capital stock, or of a member of any exchange or of any firm
registered on any exchange, or of a bank, trust company, insurance company or of
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 any time during the life of this Agreement
you become so, you will notify Piper Jaffray. No one other than yourself has or
will have an interest in any account governed hereby, except as you advise Piper
Jaffray in writing. The information you have supplied to Piper Jaffray
concerning your financial resources and experience in trading securities Is true
and accurate.
12. LIMITATION OF PIPER JAFFRAY'S AND PNC'S LIABILITIES.
Piper Jaffray may employ subbrokers and may deal with specialists, odd lot
dealers and others, either as principal or agent, and shall be responsible only
for reasonable care in their selection and may settle contracts and
controversies according to the regulations and customs of the exchange, board or
market where the orders are executed. Piper Jaffray shall be responsible for
executing your orders in a reasonable manner within a reasonable time in
accordance with industry custom and practice. Piper Jaffray agrees and
represents that it has installed equipment necessary to execute your
transactions and that Piper Jaffray will take all reasonable steps to keep said
equipment in good working order and that adequate personnel have been retained
to operate said equipment. Piper Jaffray shall not be liable to you for the
failure or delay of any order to be executed due to the failure or malfunction
of any electronic, electric or mechanical equipment. You specifically agree not
to hold Piper Jaffray liable for any loss you may incur due to said failures or
delays resulting from the non-operation or malfunctioning of said equipment. By
this Agreement you intend specifically to waive any claim you may have against
Piper Jaffray under this Agreement or against Piper Jaffray as your agent
relating to any loss incurred by you due to the failure or malfunctioning of
said equipment.
You agree that neither Piper Jaffray nor PNC will be liable for any loss you may
incur unless they are negligent in fulfilling this Agreement. IN NO EVENT WILL
PIPER JAFFRAY OR PNC BE LIABLE FOR CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES OR
LOSS.
13. TRANSACTIONS SUBJECT TO APPLICABLE RULES, CUSTOMS OF TRADE AND LAWS.
All transactions made by Piper Jaffray for you shall be subject to the
constitutions, rules, customs and practices of the exchanges, boards or markets
where executed and of their respective clearing houses and shall be subject to
state and federal laws.
14. TERMINATION OF THE PIPER JAFFRAY PRIME ACCOUNT.
You may terminate the Piper Jaffray Prime Account, including the Securities
Account, at any time. You understand that such termination will result in the
cancellation of all Visa Gold cards and additional Visa Gold cards issued in
connection with the Piper Jaffray Prime Account and in cancellation of the
check-writing privilege. You will remain responsible, however, for the payment
of charges to your Securities Account as well as for any Visa Gold card
transactions, checks and all charges resulting fro m use of the check-writing
privileges, in each case whether arising before or after termination. It is also
understood that Piper Jaffray in its discretion may terminate your Piper Jaffray
Prime Account and/or the related services at any time.
Should your Piper Jaffray Prime Account be terminated, you hereby authorize
Piper Jaffray to redeem all shares of the Funds owned by your account and to
make the proceeds available to you
Page 27 of 41
<PAGE>
after all your obligations to Piper Jaffray are settled. If your Piper Jaffray
Prime Account is terminated, you will not use and will promptly destroy, by
cutting in half, all unused checks and Visa Gold card(s) and will return to PNC
the destroyed Visa Gold cards.
15. CUSTOMER AGREES TO ARBITRATE.
o ARBITRATION IS FINAL AND BINDING ON THE PARTIES.
o THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDIES IN COURT INCLUDING THE
RIGHT TO JURY TRIAL.
o PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED THAN AND DIFFERENT FROM
COURT PROCEEDINGS.
o THE ARBITRATORS' AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR LEGAL
REASONING AND ANY PARTY'S RIGHT TO APPEAL OR SEEK MODIFICATION OF RULINGS
BY THE ARBITRATORS IS STRICTLY LIMITED.
o THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF
ARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY.
YOU AGREE TO ARBITRATE ANY DISPUTES BETWEEN PIPER JAFFRAY AND YOU. YOU
SPECIFICALLY AGREE AND RECOGNIZE THAT ALL CONTROVERSIES WHICH MAY ARISE BETWEEN
PIPER JAFFRAY, ITS AGENTS, REPRESENTATIVES OR EMPLOYEES AND YOU CONCERNING ANY
TRANSACTION, ACCOUNT OR THE CONSTRUCTION, PERFORMANCE OR BREACH OF THIS OR ANY
OTHER AGREEMENT BETWEEN US, WHETHER ENTERED INTO PRIOR, 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 YOU MAY ELECT. YOU AUTHORIZE PIPER
JAFFRAY, IF YOU DO NOT MAKE SUCH ELECTION BY REGISTERED MAIL ADDRESSED TO PIPER
JAFFRAY AT ITS MAIN OFFICE WITHIN 15 DAYS AFTER RECEIPT OF NOTIFICATION FROM
PIPER JAFFRAY REQUESTING SUCH ELECTION, TO MAKE SUCH ELECTION ON YOUR 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 CUSTOMER 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.
16. ENTIRE AGREEMENT AND AMENDMENTS.
All transactions made or entered on your account or accounts, whether before or
after you signed this Agreement, shall be treated as though made under and
governed by the terms of this Agreement. This Agreement shall enure to the
benefit of Piper Jaffray and of any successor firm or firms, irrespective of any
change or changes at any time in the personnel thereof This Agreement supersedes
any existing agreement you may have with Piper Jaffray. Except as modified by
disclosure in the Prospectuses, this Agreement may be amended only by an
amendment in writing
Page 28 of 41
<PAGE>
duly signed by you and an authorized representative of Piper Jaffray. This
Agreement shall be continuous and shall survive any temporary or Intermittent
closing out of any account with Piper Jaffray.
17. GENERAL
This Agreement or the Prospectuses may be changed from time to time. You agree
that neither Piper Jaffray nor PNC will be liable for any loss you may incur
unless they are negligent in fulfilling this Agreement. In no event will Piper
Jaffray or PNC be liable for consequential, special or indirect damages or loss.
This Agreement is governed by the laws of the State of Minnesota. The Credit
Card Agreement is governed by Delaware and federal law. If the terms and
conditions of the Credit Card Agreement conflict with the description of the
Visa Gold card account described herein, the terms and conditions of the Credit
Card Agreement shall govern. The terms and conditions of this Agreement and the
Credit Card Agreement apply to you, your heirs, executors, administrators and
assigns. It will benefit Piper Jaffray's successors and assigns. If any
provision of this Agreement shall be held to be unenforceable in any
jurisdiction, the remaining provisions of this Agreement shall be unimpaired.
All provisions hereof shall remain in full force and effect in all other
jurisdictions.
18. CLIENT INFORMATION
Information regarding you shall be confidential and may be disclosed to third
parties only with your consent or as required by law. Piper Jaffray is permitted
by law to share experience information regarding you with any affiliate. You
hereby acknowledge and consent that Piper Jaffray may share non-experience
information with any affiliate commencing from the date of this Agreement and at
any time during the term of this Agreement. You may withhold this consent by
striking the previous sentence containing consent at the time of execution or
may withdraw such consent at anytime during the term of the Agreement by
providing written notice to Piper Jaffray directing that such information may
not be shared with affiliates.
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<PAGE>
------------------
Account Number V
--------------------------------
PR
DESIGNATED FUND AUTHORIZATION (PLEASE CHECK ONE BOX):
- -------------------------------------------------------------------------------
[ ] FIRST AMERICAN PRIME OBLIGATIONS [ ] FIRST AMERICAN GOVERNMENT
FUND - CLASS A (P) OBLIGATIONS FUND - CLASS C (G)
[ ] FEDERATED MINNESOTA TAX-EXEMPT [ ] FEDERAL CALIFORNIA TAX-
EXEMPT MONEY MARKET FUND
[ ] FIRST AMERICAN TAX FREE
OBLIGATIONS FUND - CLASS A (F)
- -------------------------------------------------------------------------------
IMPORTANT NOTICE: INTERNAL REVENUE SERVICE REQUIRES THAT W-9 FORMS BE COMPLETED
WITHIN 30 DAYS OF THE OPENING OF ANY NEW ACCOUNT. IF AN ACCOUNT DOES NOT HAVE A
W-9, 31% OF ANY INTEREST OR DIVIDENDS RECEIVED WILL BE WITHHELD FROM YOUR
ACCOUNT AND SENT TO THE IRS. TO RECEIVE CREDIT FOR ANY WITHHELD AMOUNTS, PLEASE
CONSULT YOUR TAX PREPARER.
SUBSTITUTE W-9 VERIFICATION:
(PLEASE "X" ONE BOX My [ ] Social Security Number (or)
AND FILL IN NUMBER) [ ] Tax Identification Number is: E
CERTIFICATION - Under penalties of perjury, I certify by signing below that:
(1) The number shown on this form is my correct taxpayer identification number
(OR I AM WAITING FOR A NUMBER TO BE ISSUED TO me), AND
(2) I am not subject to backup withholding because:
(a) I am exempt from backup withholding or
(b) I have not been notified by the Internal Revenue Service
(IRS) that I am subject to backup withholding as a result of
a failure to report all interest or dividends, or
(c) the IRS has notified me that I am no longer subject to backup
withholding.
CERTIFICATION INSTRUCTIONS - You must cross out item (2) above if you have been
notified by the IRS that you are currently subject to backup withholding because
of underreporting interest or dividends on your tax return.
|FOR SOLE PROPRIETORSHIP ACCOUNTS ONLY: SP|
[ ] By checking this box I certify that Name of Company
the following company is a sole
PROPRIETORSHIP >
Page 30 of 41
<PAGE>
BY SIGNING THIS AGREEMENT YOU:
1. ACKNOWLEDGE THAT, IF YOU HAVE BEEN ADVANCED CREDIT, YOUR SECURITIES MAY BE
LOANED TO PIPER JAFFRAY OR LOANED OUT TO OTHERS.
2. UNDERSTAND THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE AS SHOWN
ON PAGE 7, PARAGRAPH 15.
3. ACKNOWLEDGE RECEIPT OF A COPY OF THIS AGREEMENT.
- -------------------------------------------------------------------------------
NONDEPOSIT INVESTMENT PRODUCTS ARE NOT INSURED BY THE FDIC, ARE NOT DEPOSITS OR
OTHER OBLIGATIONS OF OR GUARANTEED BY U.S. BANK NATIONAL ASSOCIATION OR ITS
AFFILIATES, AND INVOLVE INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL
AMOUNT INVESTED.
- -------------------------------------------------------------------------------
You consent and agree to the foregoing terms and conditions and acknowledge
receipt of a copy thereof.
Signature Date Name (please print) Title (IF APPLICABLE)
- --------------------------------- -----------------------------------------
Signature (IF APPLICABLE) Date Name (please print) Title (IF APPLICABLE)
- --------------------------------- ------------------------------------------
Page 31 of 41
EXHIBIT 5 - FORM OF PIPER JAFFRAY PAT PLUS ACCOUNT AGREEMENT
USBANCORP PAT PLUS ACCOUNTO
PIPER JAFFRAY(R) AGREEMENT
PLEASE READ CAREFULLY.
This agreement ("Agreement") sets forth the terms and conditions governing the
U.S. Bancorp Piper Jaffray PAT Plus Account TM ("PAT PLUS ACCOUNT") offered by
U.S. Bancorp Piper Jaffray Inc. ("U.S. Bancorp Piper Jaffray"), for which you
(all such signatories hereto, whether acting in their individual or
representative capacities, are sometimes referred to as "you") are making
application with U.S. Bancorp Piper Jaffray. This Agreement is subject to, and
may be modified from time to time by disclosure in, the prospectuses pertaining
to the money market investment funds from time to time offered by U.S. Bancorp
Piper Jaffray as a component of the PAT Plus Account (the "Funds"), and any
supplement or amendment thereto as of the time of filing or effectiveness
thereof (the prospectuses, as so amended or supplemented, are referred to as the
"Prospectuses").
Subject to the foregoing, it is understood that the PAT Plus Account will
operate as follows:
1. DESCRIPTION OF PAT PLUS ACCOUNT.
The PAT Plus Account is an integrated financial services program that links
together several components:
(1) a U.S. Bancorp Piper Jaffray securities account (the "Securities
Account") with a ready purchase credit feature;
(2) the Funds from time to time offered by U.S. Bancorp Piper Jaffray; and
(3) cash access check-writing privilege provided by Provident National
Bank (IF REQUESTED), A subsidiary of PNC Financial Corp (PROVIDENT
NATIONAL BANK AND ITS AFFILIATES ARE REFERRED TO AS "PROVIDENT" ) or
such other bank as U.S. Bancorp Piper Jaffray from time to time may
select.
The principal attributes of each component of the PAT Plus Account and their
relation to one another are described below.
2. SECURITIES ACCOUNT.
The Securities Account is linked to a credit account with a ready purchase
credit feature. You may use the Securities Account to purchase and sell
securities, including options, for cash or on credit. If the ready purchase
credit feature is used, the Securities Account will operate like a credit
account. The Securities Account will be governed by the federal securities laws,
the rules and regulations of the Securities and Exchange Commission, the Board
of Governors of the Federal Reserve System, the Securities Investor Protection
Corporation, the New York Stock Exchange, Inc., other registered national
securities exchanges, the National Association of Securities Dealers', Inc. and
by this Agreement and the policies of U.S. Bancorp Piper Jaffray.
The amount of available ready purchase credit will vary depending upon the
amount of eligible securities in your PAT Plus Account and applicable regulatory
requirements, but is presently limited to 50% of the current market value of
eligible securities in your PAT Plus Account.
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<PAGE>
When you purchase securities, U.S. Bancorp Piper Jaffray will first apply any
cash in your PAT Plus Account on the settlement date and then redeem Fund shares
at net asset value to the extent necessary to pay the amounts due in connection
with such transaction, including all costs and expenses of the transaction. If
at the settlement date, such amounts are sufficient to pay all amounts due, the
trade will be treated as a cash transaction.
If on the settlement date, there is not sufficient cash or net asset value of
Fund shares in your PAT Plus Account, U.S. Bancorp Piper Jaffray may extend
credit to you on the terms and conditions set forth in this Agreement. If U.S.
Bancorp Piper Jaffray extends credit to you, such amounts will be automatically
collateralized by eligible securities in your PAT Plus Account. If sufficient
eligible securities are not available in your PAT Plus Account, you must deposit
additional cash and/or eligible securities into your PAT Plus Account within the
allotted timeframes required by the laws, rules, regulations and policies
governing the extension of credit by U.S. Bancorp Piper Jaffray. If sufficient
cash or eligible securities are not deposited into the PAT Plus Account within
the allotted timeframes prescribed by applicable regulatory requirements, U.S.
Bancorp Piper Jaffray is required to liquidate the trade(s) at market risk and
exposure to you.
a. PLACING ORDERS, CLIENT RESPONSIBILITIES. When you place any order to sell
securities that are long in your account, you will designate it as such and
hereby account, you will authorize U.S. Bancorp Piper Jaffray to mark such
order as being "long". Any sell order which you shall designate as being
for long account will be for securities then owned by you, and if such
securities are not then deliverable by U.S. Bancorp Piper Jaffray from any
account of yours, you will deliver such securities as soon as you can do
so. If you place any order to sell securities that are short your account,
you will designate it as such and authorize U.S. Bancorp Piper Jaffray to
mark such order as being "short". In case U.S. Bancorp Piper Jaffray makes
a short sale of any securities at your direction, or in case you fail to
deliver to U.S. Bancorp Piper Jaffray any securities which U.S. Bancorp
Piper Jaffray has sold at your direction, you authorize U.S. Bancorp Piper
Jaffray to borrow the securities necessary to enable U.S. Bancorp Piper
Jaffray to make delivery to the purchaser, and you agree to be responsible
for the cost or loss U.S. Bancorp Piper Jaffray may incur, or the cost of
otherwise obtaining the securities if U.S. Bancorp Piper Jaffray is unable
to borrow them. No settlement of any account for you may be made by you
without all securities in which your account is short being received by
U.S. Bancorp Piper Jaffray and all securities in which your account is long
being paid for in full and the securities then delivered. U.S. Bancorp
Piper Jaffray and its correspondents are designated as your agents to
consummate all such transactions, and are authorized to make such advances
and expend such moneys as may be required.
b. CLIENT'S ORDERS BINDING UNTIL NOTICE OF DEATH; U.S. BANCORP PIPER JAFFRAY'S
RIGHTS TO PURCHASE OR SELL. Any order you give U.S. Bancorp Piper Jaffray
shall be binding upon you and your personal representative until U.S.
Bancorp Piper Jaffray has actual notice of your death. Your death and
notice thereof shall not in any way affect U.S. Bancorp Piper Jaffray's
rights under this Agreement to take any action which U.S. Bancorp Piper
Jaffray could have taken if you had not died. Upon your death or failure to
comply with any part of this Agreement or whenever U.S. Bancorp Piper
Jaffray deems it necessary for its protection, U.S. Bancorp Piper Jaffray
is authorized (but is not required) to:
o Cancel outstanding orders;
o Purchase, sell, assign, receive and deliver all or any part of the
securities held or carried for you; and
o Close out short sales by purchase upon any exchange board or market
or any public or private sale at U.S. Bancorp Piper Jaffray's option.
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<PAGE>
c. SECURITIES PENDING ISSUE. On transactions in securities when, as and if
issued, U.S. Bancorp Piper Jaffray is entitled to protection against its
contingent liability pending the issue of the securities to the same extent
as in purchases and sales of securities already issued.
d. WAIVER OF NOTICE. U.S. Bancorp Piper Jaffray may take these actions without
demand for credit or notice of purchase or sale, which are expressly
waived. No specific demand or notice shall invalidate this waiver. After
deducting all costs and expenses of any such purchase or sale and delivery,
U.S. Bancorp Piper Jaffray is authorized to apply the residue of the
proceeds to the payment of your liabilities to U.S. Bancorp Piper Jaffray,
returning the surplus, if any, to you, and you shall remain liable for any
deficiency. At any such sale at public auction or on any exchange, U.S.
Bancorp Piper Jaffray may become purchasers for itself or on behalf of
anyone else.
3. U.S. BANCORP PIPER JAFFRAY ACCOUNT FEES
The following fees may apply U.S. Bancorp Piper Jaffray Account Fees depending
on the account's transactions and activity:
o All trades (purchases and sales) will be charged a $5 transaction fee.
Some managed account types are excluded as well as mutual fund trades,
syndicate offerings, annuities, insurance, or tradesxwith a dollar
value of less than $5.
o Accounts transferring to other firms are subject to A $50 transfer fee.
o Foreign securities transacted on a foreign exchange (ordinary "ORD"
shares) will be charged the $100 fee at the time of a purchase and
sale.
Other fees may apply, depending on additional services desired. U.S. Bancorp
Piper Jaffray will provide you with prior notification of an increase to the
fees payable hereunder.
4. CREDIT EXTENSIONS
PLEASE NOTE - SECTION 3 CONCERNING CREDIT WILL ONLY APPLY WHEN AND IF YOU ARE
CARRYING A SETTLEMENT DATE DEBIT BALANCE IN YOUR PAT PLUS ACCOUNT (U.S. BANCORP
PIPER JAFFRAY IS LENDING YOU MONEY AGAINST YOUR SECURITIES AS COLLATERAL).
If U.S. Bancorp Piper Jaffray extends a loan based on the ready purchase credit
feature of your Securities Account, U.S. Bancorp Piper Jaffray will begin to
charge interest on the day it extends such credit to you. As with any credit
extension by U.S. Bancorp Piper Jaffray, you must be in compliance with all
current regulations and New York Stock Exchange maintenance requirements.
a. CLIENT OBLIGATION. You will pay interest on all amounts advanced by U.S.
Bancorp Piper Jaffray and on other balances due U.S. Bancorp Piper Jaffray
(including all commissions and such other charges as U.S. Bancorp Piper
Jaffray may impose) as specified under the caption "Credit Terms" in this
Agreement. In addition, you specifically agree that U.S. Bancorp Piper
Jaffray may check your credit references at any time, and authorize anyone
to grant that information to U.S. Bancorp Piper Jaffray. U.S. Bancorp Piper
Jaffray may at any time demand that your account or accounts 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 or upon the balances
due being paid in full. You will at all times maintain sufficient
collateral for said accounts as from time to time required by U.S. Bancorp
Piper Jaffray.
b. CREDIT TERMS. U.S. Bancorp Piper Jaffray charges in connection with any
credit U.S. Bancorp Piper Jaffray may extend to you are as follows:
Page 34 of 41
<PAGE>
You will be charged interest on any credit extended to you for the purpose
of purchasing, carrying, trading or selling any securities. Such extensions
of credit include but are not limited to:
o prepayment of proceeds of sale prior to settlement;
o payments on "no good delivery" securities prior to clearance;
o specific transactions where interest expenses are incurred.
The annual rate of interest charged on your average debit balance is based
on U.S. Bancorp Piper Jaffray's announced broker call rate, which is
determined by U.S. Bancorp Piper Jaffray's cost of borrowing money from
banks. To U.S. Bancorp Piper Jaffray's broker call rate, U.S. Bancorp Piper
Jaffray will add a maximum 2.5% override. U.S. Bancorp Piper Jaffray may
charge lower overrides depending upon factors such as the size of your net
balance, U.S. Bancorp Piper Jaffray's evaluation of the commission income
generated by your account, the service required for the account, etc.
Your rate of interest will be changed without notice in accordance with
changes in your net balance due and changes in U.S. Bancorp Piper Jaffray's
cost of borrowing money. When your interest rate is to be increased for any
other reason, at least 30 days' prior written notice will be given.
THE METHOD OF COMPUTING INTEREST IS AS FOLLOWS: Interest is accrued daily
on all funds owed to U.S. Bancorp Piper Jaffray (debit balances). Free
credit balances within an account are used to offset the debit balance each
U.S. Bancorp Piper Jaffray's interest period runs from the 16th of the
previous month to the 15th of the current month. Therefore, to compute your
interest, it will be necessary to use the prior month's statement as well
as the current statement.
Begin with the debit balance on the 15th of the previous month. Starting
with the 16th and each day through the 15th of the current statement, add
to that debit balance any debits and subtract any credits appearing on your
statement to determine each day's debit balance. Free credits within an
account are used to offset the debit balance each day. The average debit
balance is determined by adding the debit balances for each day and
dividing by the number of days in the billing period. Multiply this by the
annual rate of interest and then by the number of days in the billing
period. Then divide by 360.
In order to assist you your monthly statements will contain the following
information: annual rate of interest charged to your account, the average
daily debit, and ending debit balance of interest period (lst of the
month).
The credit that appears on your statement due to short sales (including
short sales against the box) is offset by a debit of like amount because
U.S. Bancorp Piper Jaffray has to borrow the same security in order to
deliver it to the buying broker. This means that the credit generated by
any short sale does not reduce your debit balance for the purpose of
computing interest until the short position is covered.
If the security which you sold short (or sold short against the box)
appreciates in market price over the selling price, interest will be
charged on the appreciation of the value. If the security which you sold
short depreciates in market price, interest is correspondingly reduced by
the drop in value. Periodically, and depending upon prevailing conditions,
this practice of "marking-to-the-market" is performed.
If you have any further questions about interest charged to your account,
you should contact your U.S. Bancorp Piper Jaffray Investment Executive.
c. LIENS, PLEDGING AND LENDING OF SECURITIES IN ACCOUNT.
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<PAGE>
PLEASE NOTE -- IN ACCORDANCE WITH SEC RULE I5C3-3(B), WE ARE PROHIBITED
FROM LENDING ANY OF YOUR SECURITIES UNLESS YOU ARE CARRYING A SETTLEMENT
DATE DEBIT BALANCE AGAINST YOUR SECURITIES (U.S. BANCORP PIPER JAFFRAY IS
LENDING YOU MONEY AGAINST YOUR SECURITIES AS COLLATERAL).
If you use the ready purchase credit feature of your PAT Plus Account, any
securities in any of your accounts are collateral for any debit balances in
your PAT Plus Account. This means that in accordance with the terms of this
Agreement, securities in your PAT Plus Account or other accounts with U.S.
Bancorp Piper Jaffray can be sold to reduce or to liquidate entirely any
debit balances in your PAT Plus Account.
If you use the ready purchase credit feature of your PAT Plus Account and
if there is a decline in the market value of your securities which are the
collateral for your debit balance, it may be necessary for U.S. Bancorp
Piper Jaffray to request additional funds or collateral. Ordinarily, a
request for additional funds or collateral will be made when the equity in
the account falls below 33 percent of the market value of all securities in
the account. (The equity is the excess market value of the securities in
the account over the debit balance.) However, U.S. Bancorp Piper Jaffray
retains the right to require additional funds or collateral when U.S.
Bancorp Piper Jaffray deems it desirable.
All securities held or purchased by U.S. Bancorp Piper Jaffray for you
shall be subject to a lien for the payment of all your liabilities to U.S.
Bancorp Piper Jaffray. U.S. Bancorp Piper Jaffray is authorized without
notice to you, whenever U.S. Bancorp Piper Jaffray deems it advisable, to
transfer interchangeably between any accounts you have with U.S. Bancorp
Piper Jaffray any or all of the securities so held, and without notice to
you and without regard to whether U.S. Bancorp Piper Jaffray has in its
possession or subject to its control at the time thereof other securities
of the same kind and amount, and in the usual course of business, to
pledge, repledge, hypothecate, rehypothecate (EITHER FOR THE AMOUNT DUE
U.S. BANCORP PIPER JAFFRAY from you or FOR A GREATER OR LESSER SUM) and
lend the same to itself as brokers or to others from time to time,
separately or commingled with securities carried for other clients. U.S.
Bancorp Piper Jaffray shall not be required to deliver to you the identical
securities deposited or received but only securities of the same kind and
amount.
5. THE FUNDS.
You authorize U.S. Bancorp Piper Jaffray to invest automatically in shares of
the Fund from time to time designated by you (the "Designated Fund") any cash in
your Securities Account (that is, any cash that does not result from a loan from
U.S. Bancorp Piper Jaffray, and, thus, may be transferred out of your Securities
Account without giving rise to interest charges). Free credit cash balances in
your Securities Account (as determined in accordance with U.S. Bancorp Piper
Jaffray's normal procedures) of $100 or more (subject to change) will
automatically be invested in shares of the Fund at their current net asset value
at least once a week. Although cash 'II be invested automatically in only the
Designated Fund, you may purchase shares in the other Funds at any time.
Your Designated Fund Option will be changed to First American Funds Prime
Obligations Fund - Class Y, if the value of your account reaches the minimum set
forth in the current prospectus. Your account will not be affected if your
Designated Fund is a tax exempt money market fund. U.S. Bancorp Piper Jaffray
will evaluate accounts on the last business day of each calendar year quarter
end. We will make the change on the first business day of the calendar year
quarter that begins after the value of your account reaches the minimum.
Shares of the Designated Fund and shares of other Funds will be redeemed at
their net asset value and you authorize automatic redemptions, as necessary, to
satisfy debit balances resulting from securities transactions or from use of the
cash access check-writing privilege, as described below. You may also redeem
shares of the Funds directly by written or oral request to U.S. Bancorp Piper
Jaffray.
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<PAGE>
Orders for the purchase or redemption of Fund shares will become effective as
provided in the Prospectuses. Ordinarily, a purchase order will not be entered
until cash in the form of Federal Funds become available to U.S. Bancorp Piper
Jaffray. U.S. Bancorp Piper Jaffray may, however, without charge, advance
Federal Funds to the PAT Plus Account on your behalf to enable you to purchase
Fund shares and earn Fund dividends prior to final collection of checks or other
instruments deposited in your Securities Account. You therefore agree that U.S.
Bancorp Piper Jaffray may reasonably withhold access to the redemption proceeds
of Fund shares purchased by checks or other instruments credited to your PAT
Plus Account.
The Funds will declare dividends on each business day as earned, and credit
dividends monthly on shares of the Funds owned by you. You recognize that
dividends are paid in additional Fund shares, unless monthly cash payment is
requested.
6. CHECK-WRITING PRIVILEGES.
If you have requested cash access check-writing privileges, upon approval of
your application by Provident, you may exercise a cash access check-writing
privilege through an account with Provident. Provident will furnish initial
checks to you. In the case of a corporate account, a maximum of six (6)
authorized check signers designated by corporate resolutions may exercise a cash
access checkwriting privilege through an account maintained at Provident.
You must maintain sufficient Available Cash in your Securities Account and Fund
shares ("Combined Asset Value") to pay any checks you write. Payments for checks
will be satisfied from the Combined Asset Value of your PAT Plus Account in the
following order: First, from cash in your Securities Account; second, from the
proceeds of redeeming Designated Fund shares (if any); and third, from the
proceeds of redeeming other Fund shares (if any). Should these assets prove to
be insufficient, U.S. Bancorp Piper Jaffray will be required to return the check
as nonsufficient funds.
7. PERIODIC REPORTS.
Each month U.S. Bancorp Piper Jaffray will send a statement of account (or
quarterly if no activity) to you at the mailing address furnished by you to U.S.
Bancorp Piper Jaffray.
The statement will detail, among other things, reports of execution of
transactions and statements of accounts as required, account interest charges,
if any, dividends received on securities held in your Securities Account, and
checks drawn on Provident. Reports of the execution of orders ("Confirmations")
and statements of your accounts ("Statements") shall be conclusive if not
objected to in writing within a reasonable time. Once a year, the amount of the
annual fee, if any, that U.S. Bancorp Piper Jaffray charges for the PAT Plus
Account will be indicated on the monthly statement, and you authorize U.S.
Bancorp Piper Jaffray to deduct that annual fee from your PAT Plus Account. You
understand that a copy of your monthly statement will be sent to your U.S.
Bancorp Piper Jaffray Investment Executive. Confirmation detailing specific
purchases and redemptions of Fund shares will not be sent to you. Provident will
forward canceled checks to you.
8. CLIENT REPRESENTATIONS.
Until advised by you of a change of address, U.S. Bancorp Piper Jaffray shall
regard as accurate the address provided when you opened your account. All mail
sent by U.S. Bancorp Piper Jaffray to your address shall constitute delivery to
you. You are of legal age. Unless you have otherwise informed U.S. Bancorp Piper
Jaffray, you are not an employee of any exchange or of any corporation of which
any exchange owns a majority of the capital stock, or of a member of any
exchange or of any firm registered on any exchange, or of a bank, trust company,
insurance company or of 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 any time during the
life of this Agreement you become so, you will notify U.S. Bancorp Piper
Jaffray. No one other than yourself has or will have an interest in any account
governed hereby, except as you advise U.S. Bancorp Piper Jaffray in writing. The
information you have supplied to
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U.S. Bancorp Piper Jaffray concerning your financial resources and experience in
trading securities is true and accurate.
9. LIMITATION OF U.S. BANCORP PIPER JAFFRAY'S AND PROVIDENT'S LIABILITIES.
U.S. Bancorp Piper Jaffray may employ subbrokers and may deal with specialists,
odd lot dealers and others, either as principal or agent, and shall be
responsible only for reasonable care in their selection and may settle contracts
and controversies according to the regulations and customs of the exchange,
board or market where the orders are executed. U.S. Bancorp Piper Jaffray shall
be responsible for executing your orders in a reasonable manner within a
reasonable time in accordance with industry custom and practice. U.S. Bancorp
Piper Jaffray agrees and represents that it has installed equipment necessary to
execute your transactions and that U.S. Bancorp Piper Jaffray will take all
reasonable steps to keep said equipment in good working order and that adequate
personnel have been retained to operate said equipment. U.S. Bancorp Piper
Jaffray shall not be liable to you for the failure or delay of any order to be
executed due to the failure or malfunction or any electronic, electric or
mechanical equipment. For specifically agree not to hold U.S. Bancorp Piper
Jaffray liable for any loss you may incur due to said failures or delays
resulting from the non-operation or malfunctioning of said equipment. By this
Agreement you intend specifically to waive any claim you may have against U.S.
Bancorp Piper Jaffray under this Agreement or against U.S. Bancorp Piper Jaffray
as your agent relating to any loss incurred by you due to the failure or
malfunctioning of said equipment. You agree that neither U.S. Bancorp Piper
Jaffray nor Provident will be liable for any loss you may incur unless they are
negligent in fulfilling this Agreement. IN NO EVENT U.S. BANCORP PIPER JAFFRAY
OR PROVIDENT BE LIABLE FOR CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES OR LOSS.
10. TRANSACTIONS SUBJECT TO APPLICABLE RULES, CUSTOMS OF TRADE AND LAWS.
All transactions made by U.S. Bancorp Piper Jaffray for you shall be subject to
the constitutions, rules, customs and practices of the exchanges, boards or
markets where executed and of their respective clearing houses and shall be
subject to state and federal laws.
11. TERMINATION OF THE PAT PLUS ACCOUNT.
You may terminate the PAT Plus Account, including the Securities Account, at any
time. You understand that such result in the cancellation of the cash access
termination will check-writing privilege. You will remain responsible, however,
for the payment of charges to your Securities Account as well as for any checks
and all charges resulting from use of the cash access check-writing privilege,
in each case whether arising before or after termination. U.S. Bancorp Piper
Jaffray in its discretion may terminate your PAT Plus Account and/or the related
services at any time.
Should your PAT Plus Account be terminated, you authorize U.S. Bancorp Piper
Jaffray to redeem all shares of the Funds owned by your account and to make the
proceeds available to you after all your obligations to U.S. Bancorp Piper
Jaffray are settled. If your PAT Plus Account is terminated, you will not use
and will promptly destroy all unused checks.
12. CLIENT AGREES TO ARBITRATE.
oARBITRATION IS FINAL AND BINDING ON THE PARTIES.
oTHE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDIES IN COURT INCLUDING THE
RIGHT TO JURY TRIAL.
oPRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED THAN AND DIFFERENT FROM
COURT PROCEEDINGS.
oTHE ARBITRATORS' AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR LEGAL
REASONING AND ANY PARTY'S RIGHT TO APPEAL OR SEEK MODIFICATION OF RULINGS BY THE
ARBITRATORS IS STRICTLY LIMITED.
oTHE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF ARBITRATORS
WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY.
YOU AGREE TO ARBITRATE ANY DISPUTES BETWEEN U.S. BANCORP PIPER JAFFRAY AND YOU.
YOU SPECIFICALLY AGREE AND RECOGNIZE THAT ALL CONTROVERSIES WHICH MAY ARISE
BETWEEN U.S. BANCORP PIPER JAFFRAY, ITS AGENTS, REPRESENTATIVES OR EMPLOYEES AND
YOU CONCERNING ANY TRANSACTION, ACCOUNT OR THE CONSTRUCTION,
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<PAGE>
PERFORMANCE OR BREACH OF THIS OR ANY OTHER AGREEMENT BETWEEN US, WHETHER ENTERED
INTO PRIOR, 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 YOU MAY ELECT. YOU AUTHORIZE U.S. BANCORP PIPER JAFFRAY, IF YOU DO NOT
MAKE SUCH ELECTION BY REGISTERED MAIL ADDRESSED TO U.S. BANCORP PIPER JAFFRAY AT
ITS MAIN OFFICE WITHIN 15 DAYS AFTER RECEIPT OF NOTIFICATION FROM U.S. BANCORP
PIPER JAFFRAY REQUESTING SUCH ELECTION, TO MAKE SUCH ELECTION ON YOUR 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.
13. ENTIRE AGREEMENT AND AMENDMENTS.
All transactions made or entered on your account or accounts . whether before or
after you signed this Agreement, shall be treated as though made under and
governed by the terms of this Agreement. This Agreement shall enure to the
benefit of U.S. Bancorp Piper Jaffray and of any successor firm or firms,
irrespective of any change or changes at any time in the personnel thereof. This
Agreement supersedes any existing agreement you may have with U.S. Bancorp Piper
Jaffray. Except as modified by disclosure in the Prospectuses, this Agreement
may be amended only by an amendment in writing duly signed by you and an
authorized representative of U.S. Bancorp Piper Jaffray. This Agreement shall be
continuous and shall survive any temporary or intermittent closing out of any
account with U.S. Bancorp Piper Jaffray.
14. GENERAL.
This Agreement is governed by laws of the State of Minnesota. The terms and
conditions of this Agreement apply to you, your heirs, executors, administrators
and assigns. If any provision of this Agreement shall be held to be
unenforceable in any Jurisdiction, the remaining provisions of the Agreement
shall be unimpaired. All provisions hereof shall remain in full force and effect
in all other Jurisdictions.
15. CLIENT INFORMATION.
Information regarding you shall be confidential and may be disclosed to third
parties only with your consent or as required by law. U.S. Bancorp Piper Jaffray
is permitted by law to share experience information regarding you with any
affiliate. You hereby acknowledge and consent that U.S. Bancorp Piper Jaffray
may share non-experience information with any affiliate commencing from the date
of this Agreement and at any time during the term of this Agreement. You may
withhold this consent by striking the previous sentence containing consent at
the time of execution or may withdraw such consent at any time during the term
of the Agreement by providing written notice to U.S. Bancorp Piper Jaffray
directing that such information may not be shared with affiliates.
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<PAGE>
------------------------
Account Number V
------------------------
Account Number V
------------------------
PR
DESIGNATED FUND AUTHORIZATION (PLEASE "X"CHECK ONE BOX):
- -------------------------------------------------------------------------------
[ ] FIRST AMERICAN PRIME OBLIGATIONS [ ] FIRST AMERICAN GOVERNMENT
FUND - CLASS A (P) OBLIGATIONS FUND - CLASS C (G)
[ ] FEDERATED MINNESOTA TAX-EXEMPT [ ] FEDERAL CALIFORNIA TAX-
EXEMPT MONEY MARKET FUND
[ ] FIRST AMERICAN TAX FREE
OBLIGATIONS FUND - CLASS A (F)
- -------------------------------------------------------------------------------
IMPORTANT NOTICE: INTERNAL REVENUE SERVICE REQUIRES THAT W-9 FORMS BE COMPLETED
WITHIN 30 DAYS OF THE OPENING OF ANY NEW ACCOUNT. IF AN ACCOUNT DOES NOT HAVE A
W-9, 31% OF ANY REPORTABLE PAYMENTS RECEIVED WILL BE WITHHELD FROM YOUR ACCOUNT
AND SENT TO THE IRS. TO RECEIVE CREDIT FOR ANY WITHHELD AMOUNTS, PLEASE CONSULT
YOUR TAX PREPARER.
SUBSTITUTE W-9 VERIFICATION:
(PLEASE "X" ONE BOX My [ ] Social Security Number (or)
AND FILL IN NUMBER) [ ] Tax Identification Number is: >
CERTIFICATION - Under penalties of perjury, I certify by signing below that:
(1) The number shown on this form is my correct taxpayer identification
number (or I am waiting for a number to be issued to me), AND
(2) I am not subject to backup withholding because: (a) I am exempt from
backup withholding or (b) I have not been notified by the Internal
Revenue Service (IRS) that I am subject to backup withholding as a
result of a failure to report all interest or dividends, or (C) the IRS
has notified me that I am no longer subject to backup withholding.
CERTIFICATION INSTRUCTIONS - You must cross out item (2) above if you have been
notified by the IRS that you are currently subject to backup withholding because
of underreporting interest or dividends on your tax return.
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<PAGE>
FOR SOLE PROPRIETORSHIP ACCOUNTS ONLY: SP
- -------------------------------------------------------------------------------
[ ] By checking this box I certify that Name of Company
the following company is a sole
proprietorship >
- -------------------------------------------------------------------------------
BY SIGNING THIS AGREEMENT YOU:
1. ACKNOWLEDGE THAT, IF YOU HAVE BEEN ADVANCED CREDIT, YOUR SECURITIES MAY BE
LOANED TO PIPER JAFFRAY OR LOANED OUT TO OTHERS.
2. UNDERSTAND THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE AS SHOWN
ON PAGE 5, PARAGRAPH 12.
3. ACKNOWLEDGE RECEIPT OF A COPY OF THIS AGREEMENT.
- -------------------------------------------------------------------------------
NONDEPOSIT INVESTMENT PRODUCTS ARE NOT INSURED BY THE FDIC, ARE NOT DEPOSITS OR
OTHER OBLIGATIONS OF OR GUARANTEED BY U.S. BANK NATIONAL ASSOCIATION OR ITS
AFFILIATES, AND INVOLVE INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL
AMOUNT INVESTED.
- -------------------------------------------------------------------------------
You consent and agree to the foregoing terms and conditions and acknowledge
receipt of a copy thereof.
Signature Date Name (please print) Title (IF APPLICABLE)
- ------------------------------- ---------------------------------------------
Signature (IF APPLICABLE) Date Name (please print) Title (IF APPLICABLE)
- ------------------------------- ---------------------------------------------
Page 41 of 41
