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security or assets shall be valued in a manner determined in good faith by Adviser to reflect its fair market value. 12. Investment Objectives and Restrictions. It will be Client's responsibility.to advise i Adviser of the investment objectives of the Portfolio and of any changes or modifications therein as well as any specific investment restrictions applicable thereto in addition to those set forth in paragraph 2 hereof and to give Adviser prompt written notice if Client deems any investments t: made for the Account to be in violation of such objectives or restrictions. The execution and delivery of this Agreement by the Client shall constitute the representation by Client that the terms hereof do not violate any obligation by which Client is bound, whether arising by contract, operation of law or otherwise, and if Client is a corporation or trust, that this Agreement and the types of investment contemplated hereby have been duly authorized and when this Agreement } is so executed and delivered it will be binding upon Client in accordance with its terms. Client agrees that it will deliver to Adviser such evidence of such authority as Adviser may reasonably request, whether by way of certified corporate resolution or otherwise. 13. Investment in Piper Funds Inc Adviser also serves as investment adviser for the Piper Funds Inc., a registered, open-end investment company p y (the "Company"), the principal underwriter for which is Piper Jaffray. One of the several investment funds maintained by the Company is a series thereof designated the Money Market Fund (the "Money Market Fund"). Investment advisory fees are paid by the Money Market Fund to Adviser pursuant to the terms of an investment advisory agreement between Adviser and the Company. In the execution of its duties under paragraphs 2 and 3 hereof, Adviser may, when it deems appropriate, and to the extent authorized under paragraph 2, purchase or sell shares in the Money Market Fund for the Portfolio and enter into appropriate agreements relating thereto with Piper Jaffray on behalf of Client. Adviser's fees hereunder are based upon the market value of the Portfolio, which may ? include shares in the Money Market Fund. 14. Personnel Designations. Client may not designate the employee, officer or associate of Adviser who shall perform the services set forth in this Agreement. 15. Assignment. No assignment, as that term is defined in the Investment Advisers Act of 1940, as amended from time to time, of this Agreement shall be made by Adviser without the written consent of Client. 16. Amendment. This Agreement may be amended at any time by written agreement between Adviser and Client. 17. Termination. This Agreement may be terminated without the payment of any penalty by either party upon thirty (30) days' prior written notice to the other party. After any such notice by Client, all transactions by Adviser on Client's behalf shall require the prior written approval of the Client's Director of Finance. This Agreement may also be terminated by Client without the payment of any penalty within five business days after the date of' this Agreement upon written notice to Adviser. Notice shall be considered given when received by Adviser at the following address: - 4 - I'ilu•r(:al,iial i\•Iana�cnicni