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Page 1: PIPER JAFFRAY & CO. - FINRA JAFFRAY & CO. CRD# 665 SEC# 8-15204 Main Office Location 800 NICOLLET MALL MINNEAPOLIS, MN 55402-7020 Regulated by FINRA Kansas City Office Mailing Address

BrokerCheck Report

PIPER JAFFRAY & CO.

Section Title

Report Summary

Firm History

CRD# 665

1

9

Firm Profile 2 - 8

Page(s)

Firm Operations 10 - 20

Disclosure Events 21

Page 2: PIPER JAFFRAY & CO. - FINRA JAFFRAY & CO. CRD# 665 SEC# 8-15204 Main Office Location 800 NICOLLET MALL MINNEAPOLIS, MN 55402-7020 Regulated by FINRA Kansas City Office Mailing Address

About BrokerCheck®

BrokerCheck offers information on all current, and many former, registered securities brokers, and all current and formerregistered securities firms. FINRA strongly encourages investors to use BrokerCheck to check the background ofsecurities brokers and brokerage firms before deciding to conduct, or continue to conduct, business with them.

· What is included in a BrokerCheck report?· BrokerCheck reports for individual brokers include information such as employment history, professional

qualifications, disciplinary actions, criminal convictions, civil judgments and arbitration awards. BrokerCheckreports for brokerage firms include information on a firm’s profile, history, and operations, as well as many of thesame disclosure events mentioned above.

· Please note that the information contained in a BrokerCheck report may include pending actions orallegations that may be contested, unresolved or unproven. In the end, these actions or allegations may beresolved in favor of the broker or brokerage firm, or concluded through a negotiated settlement with noadmission or finding of wrongdoing.

· Where did this information come from?· The information contained in BrokerCheck comes from FINRA’s Central Registration Depository, or

CRD® and is a combination of: o information FINRA and/or the Securities and Exchange Commission (SEC) require brokers and

brokerage firms to submit as part of the registration and licensing process, and o information that regulators report regarding disciplinary actions or allegations against firms or brokers.

· How current is this information?· Generally, active brokerage firms and brokers are required to update their professional and disciplinary

information in CRD within 30 days. Under most circumstances, information reported by brokerage firms, brokersand regulators is available in BrokerCheck the next business day.

· What if I want to check the background of an investment adviser firm or investment adviserrepresentative?

· To check the background of an investment adviser firm or representative, you can search for the firm orindividual in BrokerCheck. If your search is successful, click on the link provided to view the available licensingand registration information in the SEC's Investment Adviser Public Disclosure (IAPD) website athttps://www.adviserinfo.sec.gov. In the alternative, you may search the IAPD website directly or contact yourstate securities regulator at http://www.finra.org/Investors/ToolsCalculators/BrokerCheck/P455414.

· Are there other resources I can use to check the background of investment professionals?· FINRA recommends that you learn as much as possible about an investment professional before

deciding to work with them. Your state securities regulator can help you research brokers and investment adviserrepresentatives doing business in your state.

·Thank you for using FINRA BrokerCheck.

For more information aboutFINRA, visit www.finra.org.

Using this site/information meansthat you accept the FINRABrokerCheck Terms andConditions. A complete list ofTerms and Conditions can befound at

For additional information aboutthe contents of this report, pleaserefer to the User Guidance orwww.finra.org/brokercheck. Itprovides a glossary of terms and alist of frequently asked questions,as well as additional resources.

brokercheck.finra.org

Page 3: PIPER JAFFRAY & CO. - FINRA JAFFRAY & CO. CRD# 665 SEC# 8-15204 Main Office Location 800 NICOLLET MALL MINNEAPOLIS, MN 55402-7020 Regulated by FINRA Kansas City Office Mailing Address

PIPER JAFFRAY & CO.

CRD# 665

SEC# 8-15204

Main Office Location

800 NICOLLET MALLMINNEAPOLIS, MN 55402-7020Regulated by FINRA Kansas City Office

Mailing Address

800 NICOLLET MALLSUITE 1000MINNEAPOLIS, MN 55402-7020

This firm is a brokerage firm and an investmentadviser firm. For more information aboutinvestment adviser firms, visit the SEC'sInvestment Adviser Public Disclosure website at:

Business Telephone Number

612-303-6000

https://www.adviserinfo.sec.gov

Report Summary for this Firm

This report summary provides an overview of the brokerage firm. Additional information for this firm can be foundin the detailed report.

Disclosure Events

Brokerage firms are required to disclose certaincriminal matters, regulatory actions, civil judicialproceedings and financial matters in which the firm orone of its control affiliates has been involved.

Are there events disclosed about this firm? Yes

The following types of disclosures have beenreported:

Type Count

Regulatory Event 134

Civil Event 1

Arbitration 55

Firm Profile

This firm is classified as a corporation.

This firm was formed in Delaware on 07/28/1969.

Its fiscal year ends in December.

Firm History

Information relating to the brokerage firm's historysuch as other business names and successions(e.g., mergers, acquisitions) can be found in thedetailed report.

Firm Operations

Is this brokerage firm currently suspended with anyregulator? No

This firm conducts 16 types of businesses.

This firm is affiliated with financial or investmentinstitutions.

This firm has referral or financial arrangements withother brokers or dealers.

This firm is registered with:

• the SEC• 10 Self-Regulatory Organizations• 53 U.S. states and territories

www.finra.org/brokercheck User Guidance

1©2018 FINRA. All rights reserved. Report about PIPER JAFFRAY & CO.

Page 4: PIPER JAFFRAY & CO. - FINRA JAFFRAY & CO. CRD# 665 SEC# 8-15204 Main Office Location 800 NICOLLET MALL MINNEAPOLIS, MN 55402-7020 Regulated by FINRA Kansas City Office Mailing Address

www.finra.org/brokercheck User Guidance

This firm is classified as a corporation.

This firm was formed in Delaware on 07/28/1969.

CRD#

This section provides the brokerage firm's full legal name, "Doing Business As" name, business and mailingaddresses, telephone number, and any alternate name by which the firm conducts business and where such name isused.

Firm Profile

Firm Names and Locations

Its fiscal year ends in December.

PIPER JAFFRAY & CO.

SEC#

665

8-15204

Main Office Location

Mailing Address

Business Telephone Number

Doing business as PIPER JAFFRAY & CO.

612-303-6000

Regulated by FINRA Kansas City Office

800 NICOLLET MALLMINNEAPOLIS, MN 55402-7020

800 NICOLLET MALLSUITE 1000MINNEAPOLIS, MN 55402-7020

Other Names of this Firm

Name Where is it used

HOPWOOD LANE, DIVISION OF PIPER JAFFRAY & CO. MN, NY, WA

SIMMONS & COMPANY INTERNATIONAL/ENERGY SPECIALISTS OFPIPER JAFF

AK, AL, AR, AZ, CA,CO, CT, DC, DE, FL,GA, HI, IA, ID, IL, IN,KS, KY, LA, MA, MD,ME, MI, MN, MO,MS, MT, NC, ND, NE,NH, NJ, NM, NV, NY,OH, OK, OR, PA, RI,SC, SD, TN, TX, UT,VA, VT, WA, WI, WV,WY

2©2018 FINRA. All rights reserved. Report about PIPER JAFFRAY & CO.

Page 5: PIPER JAFFRAY & CO. - FINRA JAFFRAY & CO. CRD# 665 SEC# 8-15204 Main Office Location 800 NICOLLET MALL MINNEAPOLIS, MN 55402-7020 Regulated by FINRA Kansas City Office Mailing Address

www.finra.org/brokercheck User Guidance

AK, AL, AR, AZ, CA,CO, CT, DC, DE, FL,GA, HI, IA, ID, IL, IN,KS, KY, LA, MA, MD,ME, MI, MN, MO,MS, MT, NC, ND, NE,NH, NJ, NM, NV, NY,OH, OK, OR, PA, RI,SC, SD, TN, TX, UT,VA, VT, WA, WI, WV,WY

3©2018 FINRA. All rights reserved. Report about PIPER JAFFRAY & CO.

Page 6: PIPER JAFFRAY & CO. - FINRA JAFFRAY & CO. CRD# 665 SEC# 8-15204 Main Office Location 800 NICOLLET MALL MINNEAPOLIS, MN 55402-7020 Regulated by FINRA Kansas City Office Mailing Address

www.finra.org/brokercheck User Guidance

This section provides information relating to all direct owners and executive officers of the brokerage firm.

Direct Owners and Executive Officers

Firm Profile

Position

Percentage of Ownership

Is this a public reportingcompany?

Position Start Date

Does this owner direct themanagement or policies ofthe firm?

PIPER JAFFRAY COMPANIES

PARENT

75% or more

Yes

Domestic Entity

12/2003

Yes

Is this a domestic or foreignentity or an individual?

Legal Name & CRD# (if any):

Position

Percentage of Ownership

Is this a public reportingcompany?

Position Start Date

Does this owner direct themanagement or policies ofthe firm?

ABRAHAM, CHAD RICHARD

CEO; BOARD MEMBER

Less than 5%

No

Individual

01/2018

Yes

2190836

Is this a domestic or foreignentity or an individual?

Legal Name & CRD# (if any):

Position

Percentage of Ownership

Position Start Date

CARTER, TIMOTHY LEE

CFO; BOARD MEMBER

Less than 5%

Individual

01/2018

2676342

Is this a domestic or foreignentity or an individual?

Legal Name & CRD# (if any):

4©2018 FINRA. All rights reserved. Report about PIPER JAFFRAY & CO.

Page 7: PIPER JAFFRAY & CO. - FINRA JAFFRAY & CO. CRD# 665 SEC# 8-15204 Main Office Location 800 NICOLLET MALL MINNEAPOLIS, MN 55402-7020 Regulated by FINRA Kansas City Office Mailing Address

www.finra.org/brokercheck User Guidance

Direct Owners and Executive Officers (continued)

Firm Profile

Percentage of Ownership

Is this a public reportingcompany?

Does this owner direct themanagement or policies ofthe firm?

Less than 5%

No

Yes

Position

Percentage of Ownership

Is this a public reportingcompany?

Position Start Date

Does this owner direct themanagement or policies ofthe firm?

DUFF, ANDREW SCOTT

CHAIRMAN; BOARD MEMBER

Less than 5%

No

Individual

01/1996

Yes

719526

Is this a domestic or foreignentity or an individual?

Legal Name & CRD# (if any):

Position

Percentage of Ownership

Is this a public reportingcompany?

Position Start Date

Does this owner direct themanagement or policies ofthe firm?

FAIRMAN, FRANCIS EVARTS IV

HEAD OF PUBLIC FINANCE SERVICES; BOARD MEMBER

Less than 5%

No

Individual

07/2005

Yes

1171131

Is this a domestic or foreignentity or an individual?

Legal Name & CRD# (if any):

GEELAN, JOHN WILLIAM JR.

4905460

Legal Name & CRD# (if any):

5©2018 FINRA. All rights reserved. Report about PIPER JAFFRAY & CO.

Page 8: PIPER JAFFRAY & CO. - FINRA JAFFRAY & CO. CRD# 665 SEC# 8-15204 Main Office Location 800 NICOLLET MALL MINNEAPOLIS, MN 55402-7020 Regulated by FINRA Kansas City Office Mailing Address

www.finra.org/brokercheck User Guidance

Direct Owners and Executive Officers (continued)

Firm Profile

Position

Percentage of Ownership

Is this a public reportingcompany?

Position Start Date

Does this owner direct themanagement or policies ofthe firm?

CHIEF LEGAL OFFICER

Less than 5%

No

Individual

01/2013

Yes

4905460

Is this a domestic or foreignentity or an individual?

Position

Percentage of Ownership

Is this a public reportingcompany?

Position Start Date

Does this owner direct themanagement or policies ofthe firm?

LARUE, ROBERT SCOTT

HEAD OF INVESTMENT BANKING; BOARD MEMBER

Less than 5%

No

Individual

01/2018

Yes

3185126

Is this a domestic or foreignentity or an individual?

Legal Name & CRD# (if any):

Position

Percentage of Ownership

Position Start Date

Does this owner direct themanagement or policies ofthe firm?

MCCAGUE, ANNCHARLOTTE

CHIEF COMPLIANCE OFFICER

Less than 5%

Individual

12/2005

Yes

1108448

Is this a domestic or foreignentity or an individual?

Legal Name & CRD# (if any):

6©2018 FINRA. All rights reserved. Report about PIPER JAFFRAY & CO.

Page 9: PIPER JAFFRAY & CO. - FINRA JAFFRAY & CO. CRD# 665 SEC# 8-15204 Main Office Location 800 NICOLLET MALL MINNEAPOLIS, MN 55402-7020 Regulated by FINRA Kansas City Office Mailing Address

www.finra.org/brokercheck User Guidance

Direct Owners and Executive Officers (continued)

Firm Profile

Is this a public reportingcompany?

Does this owner direct themanagement or policies ofthe firm?

No

Yes

Position

Percentage of Ownership

Is this a public reportingcompany?

Position Start Date

Does this owner direct themanagement or policies ofthe firm?

SCHONEMAN, DEBBRA LYNN

PRESIDENT; HEAD OF EQUITIES; BOARD MEMBER

Less than 5%

No

Individual

01/2018

Yes

1980635

Is this a domestic or foreignentity or an individual?

Legal Name & CRD# (if any):

Position

Percentage of Ownership

Is this a public reportingcompany?

Position Start Date

Does this owner direct themanagement or policies ofthe firm?

WINGES, MARTIN BRADLEY

HEAD OF FIXED INCOME SERVICES; BOARD MEMBER

Less than 5%

No

Individual

01/2009

Yes

1929509

Is this a domestic or foreignentity or an individual?

Legal Name & CRD# (if any):

7©2018 FINRA. All rights reserved. Report about PIPER JAFFRAY & CO.

Page 10: PIPER JAFFRAY & CO. - FINRA JAFFRAY & CO. CRD# 665 SEC# 8-15204 Main Office Location 800 NICOLLET MALL MINNEAPOLIS, MN 55402-7020 Regulated by FINRA Kansas City Office Mailing Address

www.finra.org/brokercheck User Guidance

This section provides information relating to any indirect owners of the brokerage firm.

Indirect Owners

Firm Profile

No information reported.

8©2018 FINRA. All rights reserved. Report about PIPER JAFFRAY & CO.

Page 11: PIPER JAFFRAY & CO. - FINRA JAFFRAY & CO. CRD# 665 SEC# 8-15204 Main Office Location 800 NICOLLET MALL MINNEAPOLIS, MN 55402-7020 Regulated by FINRA Kansas City Office Mailing Address

www.finra.org/brokercheck User Guidance

Firm History

This section provides information relating to any successions (e.g., mergers, acquisitions) involving the firm.

No information reported.

9©2018 FINRA. All rights reserved. Report about PIPER JAFFRAY & CO.

Page 12: PIPER JAFFRAY & CO. - FINRA JAFFRAY & CO. CRD# 665 SEC# 8-15204 Main Office Location 800 NICOLLET MALL MINNEAPOLIS, MN 55402-7020 Regulated by FINRA Kansas City Office Mailing Address

www.finra.org/brokercheck User Guidance

Firm Operations

RegistrationsThis section provides information about the regulators (Securities and Exchange Commission (SEC), self-regulatoryorganizations (SROs), and U.S. states and territories) with which the brokerage firm is currently registered andlicensed, the date the license became effective, and certain information about the firm's SEC registration.

This firm is currently registered with the SEC, 10 SROs and 53 U.S. states and territories.

SEC Registration Questions

This firm is registered with the SEC as:

A broker-dealer:

A broker-dealer and government securities broker or dealer:

A government securities broker or dealer only:

This firm has ceased activity as a government securities broker or dealer:

Yes

Yes

No

No

Federal Regulator Status Date Effective

SEC Approved 10/24/1969

Self-Regulatory Organization Status Date Effective

FINRA Approved 10/16/1936

Cboe BYX Exchange, Inc. Approved 11/15/2012

Cboe BZX Exchange, Inc. Approved 10/15/2008

Cboe EDGA Exchange, Inc. Approved 05/14/2010

Cboe EDGX Exchange, Inc. Approved 05/14/2010

Investors' Exchange LLC Approved 08/10/2016

NYSE American LLC Approved 02/25/1988

NYSE Arca, Inc. Approved 04/09/2003

Nasdaq Stock Market Approved 07/12/2006

New York Stock Exchange Approved 11/17/1982

10©2018 FINRA. All rights reserved. Report about PIPER JAFFRAY & CO.

Page 13: PIPER JAFFRAY & CO. - FINRA JAFFRAY & CO. CRD# 665 SEC# 8-15204 Main Office Location 800 NICOLLET MALL MINNEAPOLIS, MN 55402-7020 Regulated by FINRA Kansas City Office Mailing Address

www.finra.org/brokercheck User Guidance

Firm Operations

Registrations (continued)

U.S. States &Territories

Status Date Effective

Alabama Approved 10/24/1981

Alaska Approved 08/10/1972

Arizona Approved 03/10/1976

Arkansas Approved 05/24/1985

California Approved 01/02/1973

Colorado Approved 02/01/1983

Connecticut Approved 06/21/1976

Delaware Approved 10/06/1981

District of Columbia Approved 04/21/1983

Florida Approved 04/27/1983

Georgia Approved 09/22/1981

Hawaii Approved 12/08/1980

Idaho Approved 01/01/1971

Illinois Approved 06/29/1970

Indiana Approved 10/21/1981

Iowa Approved 07/14/1983

Kansas Approved 04/23/1975

Kentucky Approved 07/16/1982

Louisiana Approved 04/20/1983

Maine Approved 04/27/1984

Maryland Approved 10/03/1981

Massachusetts Approved 07/31/1981

Michigan Approved 02/03/1983

Minnesota Approved 07/15/1982

Mississippi Approved 04/20/1984

Missouri Approved 07/18/1983

Montana Approved 04/20/1983

Nebraska Approved 10/08/1981

Nevada Approved 07/18/1983

New Hampshire Approved 08/02/1983

New Jersey Approved 07/14/1983

New Mexico Approved 10/07/1981

New York Approved 01/02/1985

U.S. States &Territories

Status Date Effective

North Carolina Approved 07/15/1982

North Dakota Approved 10/21/1981

Ohio Approved 07/16/1982

Oklahoma Approved 07/17/1982

Oregon Approved 10/24/1981

Pennsylvania Approved 01/09/1980

Puerto Rico Approved 06/04/1998

Rhode Island Approved 05/07/1984

South Carolina Approved 04/28/1982

South Dakota Approved 07/15/1982

Tennessee Approved 08/17/1981

Texas Approved 07/25/1983

Utah Approved 04/21/1983

Vermont Approved 05/01/1984

Virgin Islands Approved 06/09/2005

Virginia Approved 09/22/1981

Washington Approved 04/20/1983

West Virginia Approved 11/07/1983

Wisconsin Approved 08/29/1969

Wyoming Approved 06/29/1965

11©2018 FINRA. All rights reserved. Report about PIPER JAFFRAY & CO.

Page 14: PIPER JAFFRAY & CO. - FINRA JAFFRAY & CO. CRD# 665 SEC# 8-15204 Main Office Location 800 NICOLLET MALL MINNEAPOLIS, MN 55402-7020 Regulated by FINRA Kansas City Office Mailing Address

www.finra.org/brokercheck User Guidance

Firm Operations

Types of BusinessThis section provides the types of business, including non-securities business, the brokerage firm is engaged in orexpects to be engaged in.

Other Types of Business

This firm does not effect transactions in commodities, commodity futures, or commodity options.This firm does engage in other non-securities business.

Non-Securities Business Description: APPLICANT ACTS AS A SWAP ADVISOR FOR THE PURPOSE OFENTERING INTO SWAP CONTRACTS ON A LIMITED BASIS.

This firm currently conducts 16 types of businesses.

Types of Business

Exchange member engaged in exchange commission business other than floor activities

Broker or dealer making inter-dealer markets in corporation securities over-the-counter

Broker or dealer retailing corporate equity securities over-the-counter

Broker or dealer selling corporate debt securities

Underwriter or selling group participant (corporate securities other than mutual funds)

Mutual fund retailer

U S. government securities dealer

U S. government securities broker

Municipal securities dealer

Municipal securities broker

Put and call broker or dealer or option writer

Broker or dealer selling securities of non-profit organizations (e.g., churches, hospitals)

Investment advisory services

Trading securities for own account

Private placements of securities

Broker or dealer selling interests in mortgages or other receivables

12©2018 FINRA. All rights reserved. Report about PIPER JAFFRAY & CO.

Page 15: PIPER JAFFRAY & CO. - FINRA JAFFRAY & CO. CRD# 665 SEC# 8-15204 Main Office Location 800 NICOLLET MALL MINNEAPOLIS, MN 55402-7020 Regulated by FINRA Kansas City Office Mailing Address

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Firm Operations

Clearing Arrangements

This firm does not hold or maintain funds or securities or provide clearing services for other broker-dealer(s).

Introducing Arrangements

This firm does refer or introduce customers to other brokers and dealers.

Name: PERSHING LLC

Business Address: ONE PERSHING PLAZA10TH FLOORJERSEY CITY, NJ 07399

CRD #: 7560

Effective Date: 11/06/2015

Description: FULLY DISCLOSED CORRESPONDENT CLEARING RELATIONSHIP;

13©2018 FINRA. All rights reserved. Report about PIPER JAFFRAY & CO.

Page 16: PIPER JAFFRAY & CO. - FINRA JAFFRAY & CO. CRD# 665 SEC# 8-15204 Main Office Location 800 NICOLLET MALL MINNEAPOLIS, MN 55402-7020 Regulated by FINRA Kansas City Office Mailing Address

www.finra.org/brokercheck User Guidance

Firm Operations

Industry Arrangements

This firm does have books or records maintained by a third party.

This firm does have accounts, funds, or securities maintained by a third party.

This firm does have customer accounts, funds, or securities maintained by a third party.

Name: BROADRIDGE FINANCIAL SOLUTIONS, INC.

Business Address: 1981 MARCUS AVENUELAKE SUCCESS, NY 11042

Effective Date: 09/07/2007

Description: BOOKS AND RECORDS RETENTION

Name: OMGEO LLC

Business Address: 55 WATER STREETNEW YORK, NY 10041

Effective Date: 03/01/2010

Description: TO MAINTAIN AND PRESERVE CONFIRMATIONS FOR RECORDRETENTION

Name: BNP PARIBAS PRIME BROKERAGE, INC.

Business Address: 787 7TH AVENUENEW YORK, NY 100169

CRD #: 24962

Effective Date: 07/29/2016

Description: PROPRIETARY PRIME BROKER ACCOUNT OF PIPER JAFFRAY & CO.HELD UNDER A PAB AGREEMENT.

Name: PERSHING LLC

Business Address: ONE PERSHING PLAZA10TH FLOORJERSEY CITY, NJ 07399

CRD #: 7560

Effective Date: 11/06/2015

Description: FULLY DISCLOSED CORRESPONDENT CLEARING ARRANGEMENT.

Name: PERSHING LLC

CRD #: 7560

14©2018 FINRA. All rights reserved. Report about PIPER JAFFRAY & CO.

Page 17: PIPER JAFFRAY & CO. - FINRA JAFFRAY & CO. CRD# 665 SEC# 8-15204 Main Office Location 800 NICOLLET MALL MINNEAPOLIS, MN 55402-7020 Regulated by FINRA Kansas City Office Mailing Address

www.finra.org/brokercheck User Guidance

Firm Operations

Industry Arrangements (continued)

This firm does not have individuals who control its management or policies through agreement.

This firm does not have individuals who wholly or partly finance the firm's business.

Control Persons/Financing

Business Address: ONE PERSHING PLAZA10TH FLOORJERSEY CITY, NJ 07399

CRD #: 7560

Effective Date: 11/06/2015

Description: FULLY DISCLOSED CORRESPONDENT CLEARING RELATIONSHIPS.

15©2018 FINRA. All rights reserved. Report about PIPER JAFFRAY & CO.

Page 18: PIPER JAFFRAY & CO. - FINRA JAFFRAY & CO. CRD# 665 SEC# 8-15204 Main Office Location 800 NICOLLET MALL MINNEAPOLIS, MN 55402-7020 Regulated by FINRA Kansas City Office Mailing Address

www.finra.org/brokercheck User Guidance

Firm Operations

Organization AffiliatesThis section provides information on control relationships the firm has with other firms in the securities, investmentadvisory, or banking business.

This firm is, directly or indirectly:

· in control of· controlled by· or under common control withthe following partnerships, corporations, or other organizations engaged in the securities or investmentadvisory business.

No

No

No

12/07/2017

800 NICOLLET MALLSUITE 1000MINNEAPOLIS, MN 55402

PIPER JAFFRAY FINANCE LLC is under common control with the firm.

UNDER COMMON CONTROL BY PARENT HOLDING COMPANY PIPERJAFFRAY COMPANIES

Description:

Investment AdvisoryActivities:

Securities Activities:

Country:

Foreign Entity:

Effective Date:

Business Address:

No

Yes

No

07/06/2017

800 NICOLLET MALLMINNEAPOLIS, MN 55402

PIPER JAFFRAY FINANCIAL LLC is under common control with the firm.

UNDER COMMON CONTROL BY PARENT HOLDING COMPANY PIPERJAFFRAY COMPANIES

Description:

Investment AdvisoryActivities:

Securities Activities:

Country:

Foreign Entity:

Effective Date:

Business Address:

800 NICOLLET MALLMINNEAPOLIS, MN 55402

PIPER JAFFRAY FINANCIAL TRUST DEPOSITOR, LLC is under common control with the firm.

Business Address: 16©2018 FINRA. All rights reserved. Report about PIPER JAFFRAY & CO.

Page 19: PIPER JAFFRAY & CO. - FINRA JAFFRAY & CO. CRD# 665 SEC# 8-15204 Main Office Location 800 NICOLLET MALL MINNEAPOLIS, MN 55402-7020 Regulated by FINRA Kansas City Office Mailing Address

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Firm Operations

Organization Affiliates (continued)

No

Yes

No

07/06/2017

800 NICOLLET MALLMINNEAPOLIS, MN 55402

UNDER COMMON CONTROL BY PARENT HOLDING COMPANY PIPERJAFFRAY COMPANIES

Description:

Investment AdvisoryActivities:

Securities Activities:

Country:

Foreign Entity:

Effective Date:

Business Address:

Yes

No

GUERNSEY

Yes

02/29/2016

PO BOX 656,EAST WING, TRAFALGAR COURT, LES BANQUESST PETER PORT, GUERNSEY (UK) GY1 3PP

PARALLEL GENERAL PARTNER LIMITED is under common control with the firm.

UNDER COMMON CONTROL BY PARENT HOLDING COMPANY PIPERJAFFRAY COMPANIES. MERGED INTO PIPER JAFFRAY LTD AS OF MAY 1,2017

Description:

Investment AdvisoryActivities:

Securities Activities:

Country:

Foreign Entity:

Effective Date:

Business Address:

No

Yes

CHINA

Yes

10/10/2012

LEVEL 16, NEXXUS BUILDING41 CONNAUGHT RD., CENTRALHONG KONG, HONG KONG

PIPER JAFFRAY HONG KONG LIMITED is under common control with the firm.

Investment AdvisoryActivities:

Securities Activities:

Country:

Foreign Entity:

Effective Date:

Business Address:

17©2018 FINRA. All rights reserved. Report about PIPER JAFFRAY & CO.

Page 20: PIPER JAFFRAY & CO. - FINRA JAFFRAY & CO. CRD# 665 SEC# 8-15204 Main Office Location 800 NICOLLET MALL MINNEAPOLIS, MN 55402-7020 Regulated by FINRA Kansas City Office Mailing Address

www.finra.org/brokercheck User Guidance

Firm Operations

Organization Affiliates (continued)

No

ENTITY IS OWNED BY PIPER JAFFRAY COMPANIES, THE HOLDINGCOMPANY AND UNDER COMMON CONTROL WITH PIPER JAFFRAY & CO.

Description:

Investment AdvisoryActivities:

Yes

No

No

11/30/2012

800 NICOLLET MALLMINNEAPOLIS, MN 55402

165620

PJC CAPITAL PARTNERS LLC is under common control with the firm.

UNDER COMMON CONTROL BY PARENT HOLDING COMPANY PIPERJAFFRAY COMPANIES

Description:

Investment AdvisoryActivities:

Securities Activities:

Country:

Foreign Entity:

Effective Date:

Business Address:

CRD #:

Yes

No

No

03/01/2010

180 N. STETSON AVECHICAGO, IL 60601

108254

ADVISORY RESEARCH INC is under common control with the firm.

ADVISORY RESEARCH INC IS A FEDERALLY REGISTERED INVESTMENTADVISER WHICH IS UNDER COMMON CONTROL BY PARENT HOLDINGCOMPANY PIPER JAFFRAY COMPANIES

Description:

Investment AdvisoryActivities:

Securities Activities:

Country:

Foreign Entity:

Effective Date:

Business Address:

CRD #:

145876

PIPER JAFFRAY INVESTMENT MANAGEMENT, LLC is under common control with the firm.

CRD #:

18©2018 FINRA. All rights reserved. Report about PIPER JAFFRAY & CO.

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Firm Operations

Organization Affiliates (continued)

Yes

No

No

05/12/2008

800 NICOLLET MALLMINNEAPOLIS, MN 55402

UNDER COMMON CONTROL BY PARENT HOLDING COMPANY PIPERJAFFRAY COMPANIES

Description:

Investment AdvisoryActivities:

Securities Activities:

Country:

Foreign Entity:

Effective Date:

Business Address:

Yes

Yes

UNITED KINGDOM

Yes

10/06/2001

13TH FLOOR88 WOOD ST.LONDON EC2V 7RS, ENGLAND

163758

PIPER JAFFRAY LTD is under common control with the firm.

BROKER-DEALER REGISTERED THROUGH THE FINANCIAL CONDUCTAUTHORITY WHICH IS UNDER COMMON CONTROL BY PARENT HOLDINGCOMPANY PIPER JAFFRAY COMPANIES.

Description:

Investment AdvisoryActivities:

Securities Activities:

Country:

Foreign Entity:

Effective Date:

Business Address:

CRD #:

No

Yes

DELAWARE

No

03/14/1983

800 NICOLLET MALLMINNEAPOLIS, MN 55402

PIPER JAFFRAY VENTURES INC. is under common control with the firm.

Investment AdvisoryActivities:

Securities Activities:

Country:

Foreign Entity:

Effective Date:

Business Address:

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Firm Operations

Organization Affiliates (continued)

No

ORGANIZES AND MANAGES FUNDS FOR INVESTING IN PRIVATELY HELDCOMPANIES. PIPER JAFFRAY VENTURES, INC IS UNDER COMMONCONTROL BY PARENT HOLDING COMPANY PIPER JAFFRAY COMPANIES

Description:

Investment AdvisoryActivities:

This firm is not directly or indirectly, controlled by the following:

· bank holding company· national bank· state member bank of the Federal Reserve System· state non-member bank· savings bank or association· credit union· or foreign bank

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Disclosure Events

All firms registered to sell securities or provide investment advice are required to disclose regulatory actions, criminal orcivil judicial proceedings, and certain financial matters in which the firm or one of its control affiliates has been involved.For your convenience, below is a matrix of the number and status of disclosure events involving this brokerage firm orone of its control affiliates. Further information regarding these events can be found in the subsequent pages of thisreport.

Final On AppealPending

Regulatory Event 0 134 0

Civil Event 0 1 0

Arbitration N/A 55 N/A

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Disclosure Event Details

What you should know about reported disclosure events:

1. BrokerCheck provides details for any disclosure event that was reported in CRD. It also includessummary information regarding FINRA arbitration awards in cases where the brokerage firm wasnamed as a respondent.

2. Certain thresholds must be met before an event is reported to CRD, for example: o A law enforcement agency must file formal charges before a brokerage firm is required to disclose a

particular criminal event.3. Disclosure events in BrokerCheck reports come from different sources:

o Disclosure events for this brokerage firm were reported by the firm and/or regulators. When the firmand a regulator report information for the same event, both versions of the event will appear in theBrokerCheck report. The different versions will be separated by a solid line with the reporting sourcelabeled.

4. There are different statuses and dispositions for disclosure events: o A disclosure event may have a status of pending, on appeal, or final.

§ A "pending" event involves allegations that have not been proven or formally adjudicated.§ An event that is "on appeal" involves allegations that have been adjudicated but are currently

being appealed.§ A "final" event has been concluded and its resolution is not subject to change.

o A final event generally has a disposition of adjudicated, settled or otherwise resolved.§ An "adjudicated" matter includes a disposition by (1) a court of law in a criminal or civil matter,

or (2) an administrative panel in an action brought by a regulator that is contested by the partycharged with some alleged wrongdoing.

§ A "settled" matter generally involves an agreement by the parties to resolve the matter.Please note that firms may choose to settle customer disputes or regulatory matters forbusiness or other reasons.

§ A "resolved" matter usually involves no payment to the customer and no finding ofwrongdoing on the part of the individual broker. Such matters generally involve customerdisputes.

5. You may wish to contact the brokerage firm to obtain further information regarding any of thedisclosure events contained in this BrokerCheck report.

Regulatory - Final

This type of disclosure event involves (1) a final, formal proceeding initiated by a regulatory authority (e.g., a statesecurities agency, self-regulatory organization, federal regulator such as the U.S. Securities and Exchange Commission,foreign financial regulatory body) for a violation of investment-related rules or regulations; or (2) a revocation orsuspension of the authority of a brokerage firm or its control affiliate to act as an attorney, accountant or federalcontractor.

Disclosure 1 of 134

Reporting Source: Regulator

Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IT UNTIMELYSUBMITTED DOCUMENTS RELATING TO PRIMARY OFFERINGS OFMUNICIPAL SECURITIES TO THE ELECTRONIC MUNICIPAL MARKET ACCESSDATABASE (EMMA). THE FINDINGS STATED THAT THE UNTIMELYSUBMISSIONS RESULTED FROM TURNOVER IN THE FIRM'S DEPARTMENTTHAT HANDLED THE DOCUMENTS, A SITUATION THAT THE FIRM'S WSPSDID NOT ADEQUATELY ADDRESS.

Current Status: Final

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Initiated By: FINRA

Principal Sanction(s)/ReliefSought:

Other

Other Sanction(s)/ReliefSought:

N/A

Date Initiated: 07/07/2016

Docket/Case Number: 2015043589201

Principal Product Type: Other

Other Product Type(s): PRIMARY OFFERINGS OF MUNICIPAL SECURITIES

Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IT UNTIMELYSUBMITTED DOCUMENTS RELATING TO PRIMARY OFFERINGS OFMUNICIPAL SECURITIES TO THE ELECTRONIC MUNICIPAL MARKET ACCESSDATABASE (EMMA). THE FINDINGS STATED THAT THE UNTIMELYSUBMISSIONS RESULTED FROM TURNOVER IN THE FIRM'S DEPARTMENTTHAT HANDLED THE DOCUMENTS, A SITUATION THAT THE FIRM'S WSPSDID NOT ADEQUATELY ADDRESS.

Resolution Date: 07/07/2016

Resolution:

Other Sanctions Ordered:

Sanction Details: THE FIRM WAS CENSURED AND FINED $12,500. FINE PAID IN FULL ONAUGUST 8, 2016.

Does the order constitute afinal order based onviolations of any laws orregulations that prohibitfraudulent, manipulative, ordeceptive conduct?

No

Sanctions Ordered: CensureMonetary/Fine $12,500.00

Acceptance, Waiver & Consent(AWC)

iReporting Source: Firm

Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IT UNTIMELYSUBMITTED DOCUMENTS RELATING TO PRIMARY OFFERINGS OFMUNICIPAL SECURITIES TO THE ELECTRONIC MUNICIPAL MARKET ACCESSDATABASE (EMMA). THE FINDINGS STATED THAT THE UNTIMELYSUBMISSIONS RESULTED FROM TURNOVER IN THE FIRM'S DEPARTMENTTHAT HANDLED THE DOCUMENTS, A SITUATION THAT THE FIRM'S WSPSDID NOT ADEQUATELY ADDRESS.

Current Status: Final

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Initiated By: FINRA

Principal Sanction(s)/ReliefSought:

Other

Other Sanction(s)/ReliefSought:

N/A

Date Initiated: 07/07/2016

Docket/Case Number: 2015043589201

Principal Product Type: Other

Other Product Type(s): PRIMARY OFFERINGS OF MUNICIPAL SECURITIES

WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IT UNTIMELYSUBMITTED DOCUMENTS RELATING TO PRIMARY OFFERINGS OFMUNICIPAL SECURITIES TO THE ELECTRONIC MUNICIPAL MARKET ACCESSDATABASE (EMMA). THE FINDINGS STATED THAT THE UNTIMELYSUBMISSIONS RESULTED FROM TURNOVER IN THE FIRM'S DEPARTMENTTHAT HANDLED THE DOCUMENTS, A SITUATION THAT THE FIRM'S WSPSDID NOT ADEQUATELY ADDRESS.

Resolution Date: 07/07/2016

Resolution:

Other Sanctions Ordered:

Sanction Details: THE FIRM WAS CENSURED AND FINED $12,500

Sanctions Ordered: CensureMonetary/Fine $12,500.00

Acceptance, Waiver & Consent(AWC)

Disclosure 2 of 134

i

Reporting Source: Regulator

Allegations: SEC ADMIN RELEASES 33-9837; 34-75231, JUNE 18, 2015: THE SECURITIESAND EXCHANGE COMMISSION DEEMS IT APPROPRIATE AND IN THEPUBLIC INTEREST THAT PUBLIC ADMINISTRATIVE AND CEASE-AND-DESISTPROCEEDINGS BE, AND HEREBY ARE, INSTITUTED AGAINST PIPERJAFFRAY & CO. ("RESPONDENT"). RESPONDENT WILLFULLY VIOLATEDSECTION 17(A)(2) OF THE SECURITIES ACT. THIS MATTER INVOLVESVIOLATIONS OF AN ANTIFRAUD PROVISION OF THE FEDERAL SECURITIESLAWS IN CONNECTION WITH RESPONDENT'S UNDERWRITING OF CERTAINMUNICIPAL SECURITIES OFFERINGS. RESPONDENT, A REGISTEREDBROKER-DEALER, CONDUCTED INADEQUATE DUE DILIGENCE IN CERTAINOFFERINGS AND AS A RESULT, FAILED TO FORM A REASONABLE BASISFOR BELIEVING THE TRUTHFULNESS OF CERTAIN MATERIALREPRESENTATIONS IN OFFICIAL STATEMENTS ISSUED IN CONNECTIONWITH THOSE OFFERINGS. THIS RESULTED IN RESPONDENT OFFERINGAND SELLING MUNICIPAL SECURITIES ON THE BASIS OF MATERIALLYMISLEADING DISCLOSURE DOCUMENTS.THE VIOLATIONS WERE SELF-REPORTED BY RESPONDENT TO THECOMMISSION PURSUANT TO THE DIVISION OF ENFORCEMENT'S (THE "DIVISION") MUNICIPALITIES CONTINUING DISCLOSURE COOPERATION(MCDC) INITIATIVE.

Current Status: Final

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Initiated By: UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Principal Sanction(s)/ReliefSought:

Cease and Desist

Other Sanction(s)/ReliefSought:

Date Initiated: 06/18/2015

Docket/Case Number: 3-16630

Principal Product Type: Debt - Municipal

Other Product Type(s):

SEC ADMIN RELEASES 33-9837; 34-75231, JUNE 18, 2015: THE SECURITIESAND EXCHANGE COMMISSION DEEMS IT APPROPRIATE AND IN THEPUBLIC INTEREST THAT PUBLIC ADMINISTRATIVE AND CEASE-AND-DESISTPROCEEDINGS BE, AND HEREBY ARE, INSTITUTED AGAINST PIPERJAFFRAY & CO. ("RESPONDENT"). RESPONDENT WILLFULLY VIOLATEDSECTION 17(A)(2) OF THE SECURITIES ACT. THIS MATTER INVOLVESVIOLATIONS OF AN ANTIFRAUD PROVISION OF THE FEDERAL SECURITIESLAWS IN CONNECTION WITH RESPONDENT'S UNDERWRITING OF CERTAINMUNICIPAL SECURITIES OFFERINGS. RESPONDENT, A REGISTEREDBROKER-DEALER, CONDUCTED INADEQUATE DUE DILIGENCE IN CERTAINOFFERINGS AND AS A RESULT, FAILED TO FORM A REASONABLE BASISFOR BELIEVING THE TRUTHFULNESS OF CERTAIN MATERIALREPRESENTATIONS IN OFFICIAL STATEMENTS ISSUED IN CONNECTIONWITH THOSE OFFERINGS. THIS RESULTED IN RESPONDENT OFFERINGAND SELLING MUNICIPAL SECURITIES ON THE BASIS OF MATERIALLYMISLEADING DISCLOSURE DOCUMENTS.THE VIOLATIONS WERE SELF-REPORTED BY RESPONDENT TO THECOMMISSION PURSUANT TO THE DIVISION OF ENFORCEMENT'S (THE "DIVISION") MUNICIPALITIES CONTINUING DISCLOSURE COOPERATION(MCDC) INITIATIVE.

Resolution Date: 06/18/2015

Resolution:

Other Sanctions Ordered: UNDERTAKINGS

Sanction Details: THE RESPONDENT SHALL CEASE AND DESIST FROM COMMITTING ORCAUSING ANY VIOLATIONS AND ANY FUTURE VIOLATIONS OF SECTION17(A)(2)OF THE SECURITIES ACT, PAY A CIVIL MONEY PENALTY IN THEAMOUNT OF $500,000 AND COMPLY WITH THE UNDERTAKINGSENUMERATED IN THE OFFER OF SETTLEMENT.

Regulator Statement IN ANTICIPATION OF THE INSTITUTION OF THESE PROCEEDINGS,RESPONDENT HAS SUBMITTED AN OFFER OF SETTLEMENT (THE "OFFER")WHICH THE COMMISSION HAS DETERMINED TO ACCEPT. SOLELY FOR THEPURPOSE OF THESE PROCEEDINGS AND ANY OTHER PROCEEDINGSBROUGHT BY OR ON BEHALF OF THE COMMISSION, OR TO WHICH THECOMMISSION IS A PARTY, AND WITHOUT ADMITTING OR DENYING THEFINDINGS, EXCEPT AS TO THE COMMISSION'S JURISDICTION OVER IT ANDTHE SUBJECT MATTER OF THESE PROCEEDINGS, WHICH ARE ADMITTED,RESPONDENT CONSENTS TO THE ENTRY OF THIS ORDER INSTITUTINGADMINISTRATIVE AND CEASE-AND-DESIST PROCEEDINGS PURSUANT TOSECTION 8A OF THE SECURITIES ACT OF 1933 AND SECTION 15(B) OF THESECURITIES EXCHANGE ACT OF 1934, MAKING FINDINGS, AND IMPOSINGREMEDIAL SANCTIONS AND A CEASE-AND-DESIST ORDER. IN VIEW OF THEFOREGOING, THE COMMISSION DEEMS IT APPROPRIATE AND IN THEPUBLIC INTEREST TO IMPOSE THE SANCTIONS AGREED TO INRESPONDENT'S OFFER. ACCORDINGLY, IT IS HEREBY ORDERED THATRESPONDENT SHALL, CEASE AND DESIST FROM COMMITTING ORCAUSING ANY VIOLATIONS AND ANY FUTURE VIOLATIONS OF 17(A)(2)OFTHE SECURITIES ACT; WITHIN TEN (10) DAYS OF THE ENTRY OF THISORDER, PAY A CIVIL MONEY PENALTY IN THE AMOUNT OF $500,000 TO THESECURITIES AND EXCHANGE COMMISSION; AND RETAIN AN INDEPENDENTCONSULTANT TO CONDUCT A REVIEW OF RESPONDENT'S POLICIES ANDPROCEDURES AS THEY RELATE TO MUNICIPAL SECURITIESUNDERWRITING DUE DILIGENCE.

Does the order constitute afinal order based onviolations of any laws orregulations that prohibitfraudulent, manipulative, ordeceptive conduct?

Yes

Sanctions Ordered: Monetary/Fine $500,000.00Cease and Desist/Injunction

Order

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www.finra.org/brokercheck User GuidanceIN ANTICIPATION OF THE INSTITUTION OF THESE PROCEEDINGS,RESPONDENT HAS SUBMITTED AN OFFER OF SETTLEMENT (THE "OFFER")WHICH THE COMMISSION HAS DETERMINED TO ACCEPT. SOLELY FOR THEPURPOSE OF THESE PROCEEDINGS AND ANY OTHER PROCEEDINGSBROUGHT BY OR ON BEHALF OF THE COMMISSION, OR TO WHICH THECOMMISSION IS A PARTY, AND WITHOUT ADMITTING OR DENYING THEFINDINGS, EXCEPT AS TO THE COMMISSION'S JURISDICTION OVER IT ANDTHE SUBJECT MATTER OF THESE PROCEEDINGS, WHICH ARE ADMITTED,RESPONDENT CONSENTS TO THE ENTRY OF THIS ORDER INSTITUTINGADMINISTRATIVE AND CEASE-AND-DESIST PROCEEDINGS PURSUANT TOSECTION 8A OF THE SECURITIES ACT OF 1933 AND SECTION 15(B) OF THESECURITIES EXCHANGE ACT OF 1934, MAKING FINDINGS, AND IMPOSINGREMEDIAL SANCTIONS AND A CEASE-AND-DESIST ORDER. IN VIEW OF THEFOREGOING, THE COMMISSION DEEMS IT APPROPRIATE AND IN THEPUBLIC INTEREST TO IMPOSE THE SANCTIONS AGREED TO INRESPONDENT'S OFFER. ACCORDINGLY, IT IS HEREBY ORDERED THATRESPONDENT SHALL, CEASE AND DESIST FROM COMMITTING ORCAUSING ANY VIOLATIONS AND ANY FUTURE VIOLATIONS OF 17(A)(2)OFTHE SECURITIES ACT; WITHIN TEN (10) DAYS OF THE ENTRY OF THISORDER, PAY A CIVIL MONEY PENALTY IN THE AMOUNT OF $500,000 TO THESECURITIES AND EXCHANGE COMMISSION; AND RETAIN AN INDEPENDENTCONSULTANT TO CONDUCT A REVIEW OF RESPONDENT'S POLICIES ANDPROCEDURES AS THEY RELATE TO MUNICIPAL SECURITIESUNDERWRITING DUE DILIGENCE.

iReporting Source: Firm

Initiated By: UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Date Initiated: 06/18/2015

Allegations: SEC ADMIN RELEASES 33-9837; 34-75231, JUNE 18, 2015: THE SECURITIESAND EXCHANGE COMMISSION DEEMS IT APPROPRIATE AND IN THEPUBLIC INTEREST THAT PUBLIC ADMINISTRATIVE AND CEASE-AND-DESISTPROCEEDINGS BE, AND HEREBY ARE, INSTITUTED AGAINST PIPERJAFFRAY & CO. ("RESPONDENT"). RESPONDENT WILLFULLY VIOLATEDSECTION 17(A)(2) OF THE SECURITIES ACT. THIS MATTER INVOLVESVIOLATIONS OF AN ANTIFRAUD PROVISION OF THE FEDERAL SECURITIESLAWS IN CONNECTION WITH RESPONDENT'S UNDERWRITING OF CERTAINMUNICIPAL SECURITIES OFFERINGS. RESPONDENT, A REGISTEREDBROKER-DEALER, CONDUCTED INADEQUATE DUE DILIGENCE IN CERTAINOFFERINGS AND AS A RESULT, FAILED TO FORM A REASONABLE BASISFOR BELIEVING THE TRUTHFULNESS OF CERTAIN MATERIALREPRESENTATIONS IN OFFICIAL STATEMENTS ISSUED IN CONNECTIONWITH THOSE OFFERINGS. THIS RESULTED IN RESPONDENT OFFERINGAND SELLING MUNICIPAL SECURITIES ON THE BASIS OF MATERIALLYMISLEADING DISCLOSURE DOCUMENTS. THE VIOLATIONS WERE SELF-REPORTED BY RESPONDENT TO THE COMMISSION PURSUANT TO THEDIVISION OF ENFORCEMENT'S (THE "DIVISION") MUNICIPALITIESCONTINUING DISCLOSURE COOPERATION (MCDC) INITIATIVE.

Current Status: Final

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Principal Sanction(s)/ReliefSought:

Cease and Desist

Other Sanction(s)/ReliefSought:

Date Initiated: 06/18/2015

Docket/Case Number: 3-16630

Principal Product Type: Debt - Municipal

Other Product Type(s):

Resolution Date: 06/18/2015

Resolution:

Other Sanctions Ordered:

Sanction Details: THE RESPONDENT SHALL CEASE AND DESIST FROM COMMITTING ORCAUSING ANY VIOLATIONS AND ANY FUTURE VIOLATIONS OF SECTION17(A)(2)OF THE SECURITIES ACT, PAY A CIVIL MONEY PENALTY IN THEAMOUNT OF $500,000 AND COMPLY WITH THE UNDERTAKINGSENUMERATED IN THE OFFER OF SETTLEMENT.

Firm Statement IN ANTICIPATION OF THE INSTITUTION OF THESE PROCEEDINGS,RESPONDENT HAS SUBMITTED AN OFFER OF SETTLEMENT (THE "OFFER")WHICH THE COMMISSION HAS DETERMINED TO ACCEPT. SOLELY FOR THEPURPOSE OF THESE PROCEEDINGS AND ANY OTHER PROCEEDINGSBROUGHT BY OR ON BEHALF OF THE COMMISSION, OR TO WHICH THECOMMISSION IS A PARTY, AND WITHOUT ADMITTING OR DENYING THEFINDINGS, EXCEPT AS TO THE COMMISSION'S JURISDICTION OVER IT ANDTHE SUBJECT MATTER OF THESE PROCEEDINGS, WHICH ARE ADMITTED,RESPONDENT CONSENTS TO THE ENTRY OF THIS ORDER INSTITUTINGADMINISTRATIVE AND CEASE-AND-DESIST PROCEEDINGS PURSUANT TOSECTION 8A OF THE SECURITIES ACT OF 1933 AND SECTION 15(B) OF THESECURITIES EXCHANGE ACT OF 1934, MAKING FINDINGS, AND IMPOSINGREMEDIAL SANCTIONS AND A CEASE-AND-DESIST ORDER. IN VIEW OF THEFOREGOING, THE COMMISSION DEEMS IT APPROPRIATE AND IN THEPUBLIC INTEREST TO IMPOSE THE SANCTIONS AGREED TO INRESPONDENT'S OFFER. ACCORDINGLY, IT IS HEREBY ORDERED THATRESPONDENT SHALL, CEASE AND DESIST FROM COMMITTING ORCAUSING ANY VIOLATIONS AND ANY FUTURE VIOLATIONS OF 17(A)(2)OFTHE SECURITIES ACT; WITHIN TEN (10) DAYS OF THE ENTRY OF THISORDER, PAY A CIVIL MONEY PENALTY IN THE AMOUNT OF $500,000 TO THESECURITIES AND EXCHANGE COMMISSION; AND RETAIN AN INDEPENDENTCONSULTANT TO CONDUCT A REVIEW OF RESPONDENT'S POLICIES ANDPROCEDURES AS THEY RELATE TO MUNICIPAL SECURITIESUNDERWRITING DUE DILIGENCE.

Sanctions Ordered: Monetary/Fine $500,000.00Cease and Desist/Injunction

Order

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IN ANTICIPATION OF THE INSTITUTION OF THESE PROCEEDINGS,RESPONDENT HAS SUBMITTED AN OFFER OF SETTLEMENT (THE "OFFER")WHICH THE COMMISSION HAS DETERMINED TO ACCEPT. SOLELY FOR THEPURPOSE OF THESE PROCEEDINGS AND ANY OTHER PROCEEDINGSBROUGHT BY OR ON BEHALF OF THE COMMISSION, OR TO WHICH THECOMMISSION IS A PARTY, AND WITHOUT ADMITTING OR DENYING THEFINDINGS, EXCEPT AS TO THE COMMISSION'S JURISDICTION OVER IT ANDTHE SUBJECT MATTER OF THESE PROCEEDINGS, WHICH ARE ADMITTED,RESPONDENT CONSENTS TO THE ENTRY OF THIS ORDER INSTITUTINGADMINISTRATIVE AND CEASE-AND-DESIST PROCEEDINGS PURSUANT TOSECTION 8A OF THE SECURITIES ACT OF 1933 AND SECTION 15(B) OF THESECURITIES EXCHANGE ACT OF 1934, MAKING FINDINGS, AND IMPOSINGREMEDIAL SANCTIONS AND A CEASE-AND-DESIST ORDER. IN VIEW OF THEFOREGOING, THE COMMISSION DEEMS IT APPROPRIATE AND IN THEPUBLIC INTEREST TO IMPOSE THE SANCTIONS AGREED TO INRESPONDENT'S OFFER. ACCORDINGLY, IT IS HEREBY ORDERED THATRESPONDENT SHALL, CEASE AND DESIST FROM COMMITTING ORCAUSING ANY VIOLATIONS AND ANY FUTURE VIOLATIONS OF 17(A)(2)OFTHE SECURITIES ACT; WITHIN TEN (10) DAYS OF THE ENTRY OF THISORDER, PAY A CIVIL MONEY PENALTY IN THE AMOUNT OF $500,000 TO THESECURITIES AND EXCHANGE COMMISSION; AND RETAIN AN INDEPENDENTCONSULTANT TO CONDUCT A REVIEW OF RESPONDENT'S POLICIES ANDPROCEDURES AS THEY RELATE TO MUNICIPAL SECURITIESUNDERWRITING DUE DILIGENCE.

Disclosure 3 of 134

i

Reporting Source: Regulator

Initiated By: FINRA

Principal Sanction(s)/ReliefSought:

Other Sanction(s)/ReliefSought:

Date Initiated: 02/02/2015

Docket/Case Number: 2013038311001

Principal Product Type: Debt - Municipal

Other Product Type(s):

Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT ITINACCURATELY REPORTED THE M020 SPECIAL CONDITION INDICATOR TOTHE REAL-TIME TRANSACTION REPORTING SYSTEM (RTRS) IN REPORTSOF TRANSACTIONS IN MUNICIPAL SECURITIES. THE FINDINGS STATEDTHAT THE FIRM'S SUPERVISORY SYSTEM DID NOT PROVIDE FORSUPERVISION REASONABLY DESIGNED TO ACHIEVE COMPLIANCE WITHRESPECT TO THE APPLICABLE SECURITIES LAWS AND REGULATIONS ANDTHE RULES OF THE MUNICIPAL SECURITIES RULEMAKING BOARD (MSRB)CONCERNING THE ACCURATE REPORTING OF SPECIAL CONDITIONINDICATOR CODES.

Current Status: Final

Resolution Date: 02/02/2015

Resolution:

Does the order constitute afinal order based onviolations of any laws orregulations that prohibitfraudulent, manipulative, ordeceptive conduct?

No

Sanctions Ordered: CensureMonetary/Fine $15,000.00

Acceptance, Waiver & Consent(AWC)

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Other Sanctions Ordered:

Sanction Details: THE FIRM WAS CENSURED AND FINED $15,000.

FINE PAID IN FULL ON FEBRUARY 25, 2015.

iReporting Source: Firm

Initiated By: FINRA

Principal Sanction(s)/ReliefSought:

Other

Other Sanction(s)/ReliefSought:

MONETARY FINE

Date Initiated: 02/02/2015

Docket/Case Number: 2013038311001

Principal Product Type: Debt - Municipal

Other Product Type(s):

Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT ITINACCURATELY REPORTED THE M020 SPECIAL CONDITION INDICATOR TOTHE REAL-TIME TRANSACTION REPORTING SYSTEM (RTRS) IN REPORTSOF TRANSACTIONS IN MUNICIPAL SECURITIES. THE FINDINGS STATEDTHAT THE FIRM'S SUPERVISORY SYSTEM DID NOT PROVIDE FORSUPERVISION REASONABLY DESIGNED TO ACHIEVE COMPLIANCE WITHRESPECT TO THE APPLICABLE SECURITIES LAWS AND REGULATIONS ANDTHE RULES OF THE MUNICIPAL SECURITIES RULEMAKING BOARD (MSRB)CONCERNING THE ACCURATE REPORTING OF SPECIAL CONDITIONINDICATOR CODES.

Current Status: Final

Resolution Date: 02/02/2015

Resolution:

Other Sanctions Ordered:

Sanction Details: THE FIRM WAS CENSURED AND FINED $15,000.

Sanctions Ordered: CensureMonetary/Fine $15,000.00

Acceptance, Waiver & Consent(AWC)

Disclosure 4 of 134

i

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Disclosure 4 of 134

Reporting Source: Regulator

Initiated By: FINRA

Principal Sanction(s)/ReliefSought:

Other Sanction(s)/ReliefSought:

Date Initiated: 05/01/2014

Docket/Case Number: 2013038861401

Principal Product Type: Other

Other Product Type(s): SECURITIZED PRODUCTS

Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IT FAILED TOREPORT TO THE TRADE REPORTING AND COMPLIANCE ENGINE (TRACE)TRANSACTIONS IN TRACE-ELIGIBLE SECURITIZED PRODUCTS WITHIN THETIME REQUIRED BY FINRA RULE 6730(A).

Current Status: Final

Resolution Date: 05/01/2014

Resolution:

Other Sanctions Ordered:

Sanction Details: SEE ABOVE

Regulator Statement FINE PAID IN FULL MAY 16, 2014.

Does the order constitute afinal order based onviolations of any laws orregulations that prohibitfraudulent, manipulative, ordeceptive conduct?

No

Sanctions Ordered: Monetary/Fine $5,000.00

Acceptance, Waiver & Consent(AWC)

iReporting Source: Firm

Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IT FAILED TOREPORT TO THE TRADE REPORTING AND COMPLIANCE ENGINE (TRACE)TRANSACTIONS IN TRACE-ELIGIBLE SECURITIZED PRODUCTS WITHIN THETIME REQUIRED BY FINRA RULE 6730(A).

Current Status: Final

30©2018 FINRA. All rights reserved. Report about PIPER JAFFRAY & CO.

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Initiated By: FINRA

Principal Sanction(s)/ReliefSought:

Other

Other Sanction(s)/ReliefSought:

MONETARY FINE

Date Initiated: 05/01/2014

Docket/Case Number: 2013038861401

Principal Product Type: Other

Other Product Type(s): SECURITIZED PRODUCTS

WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IT FAILED TOREPORT TO THE TRADE REPORTING AND COMPLIANCE ENGINE (TRACE)TRANSACTIONS IN TRACE-ELIGIBLE SECURITIZED PRODUCTS WITHIN THETIME REQUIRED BY FINRA RULE 6730(A).

Resolution Date: 05/01/2014

Resolution:

Other Sanctions Ordered:

Sanction Details: TOTAL AMOUNT: $5,000.00; 100% LEVIED AGAINST THE APPLICANT.

Sanctions Ordered: Monetary/Fine $5,000.00

Acceptance, Waiver & Consent(AWC)

Disclosure 5 of 134

i

Reporting Source: Regulator

Initiated By: FINRA

Date Initiated: 03/04/2014

Docket/Case Number: 2013037791201

Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IT FAILED TOREPORT TO THE TRADE REPORTING AND COMPLIANCE ENGINE (TRACE)THE CORRECT TIME OF TRADE EXECUTION FOR S1 TRANSACTIONS INTRACE-ELIGIBLE AGENCY DEBT SECURITIES; FAILED TO REPORT TOTRACE S1 TRANSACTIONS IN TRACE-ELIGIBLE SECURITIES WITHIN 15MINUTES OF THE TIME OF EXECUTION; FAILED TO SHOW THE CORRECTTIME OF EXECUTION ON THE MEMORANDUM OF BROKERAGE ORDERS;AND FAILED TO REPORT TO TRACE THE CORRECT TIME OF TRADEEXECUTION FOR TRANSACTIONS IN TRACE-ELIGIBLE SECURITIZEDPRODUCTS.

Current Status: Final

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Principal Sanction(s)/ReliefSought:

Other Sanction(s)/ReliefSought:

Docket/Case Number: 2013037791201

Principal Product Type: Other

Other Product Type(s): AGENCY DEBT SECURITIES

Resolution Date: 03/04/2014

Resolution:

Other Sanctions Ordered:

Sanction Details: SEE ABOVE

Does the order constitute afinal order based onviolations of any laws orregulations that prohibitfraudulent, manipulative, ordeceptive conduct?

No

Sanctions Ordered: CensureMonetary/Fine $17,500.00

Acceptance, Waiver & Consent(AWC)

iReporting Source: Firm

Initiated By: FINRA

Date Initiated: 03/04/2014

Docket/Case Number: 2013037791201

Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IT FAILED TOREPORT TO THE TRADE REPORTING AND COMPLIANCE ENGINE (TRACE)THE CORRECT TIME OF TRADE EXECUTION FOR S1 TRANSACTIONS INTRACE-ELIGIBLE AGENCY DEBT SECURITIES; FAILED TO REPORT TOTRACE S1 TRANSACTIONS IN TRACE-ELIGIBLE SECURITIES WITHIN 15MINUTES OF THE TIME OF EXECUTION; FAILED TO SHOW THE CORRECTTIME OF EXECUTION ON THE MEMORANDUM OF BROKERAGE ORDERS;AND FAILED TO REPORT TO TRACE THE CORRECT TIME OF TRADEEXECUTION FOR TRANSACTIONS IN TRACE-ELIGIBLE SECURITIZEDPRODUCTS.

Current Status: Final

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Principal Sanction(s)/ReliefSought:

Censure

Other Sanction(s)/ReliefSought:

FINE

Docket/Case Number: 2013037791201

Principal Product Type: Other

Other Product Type(s): AGENCY DEBT SECURITIES

Resolution Date: 03/04/2014

Resolution:

Other Sanctions Ordered:

Sanction Details: FINE $17,500.00

Sanctions Ordered: CensureMonetary/Fine $17,500.00

Acceptance, Waiver & Consent(AWC)

Disclosure 6 of 134

i

Reporting Source: Regulator

Allegations: SEC ADMIN RELEASES 33-9472, 34-70804, NOVEMBER 5, 2013: THESECURITIES AND EXCHANGE COMMISSION ("COMMISSION") DEEMED ITAPPROPRIATE AND IN THE PUBLIC INTEREST THAT PUBLICADMINISTRATIVE AND CEASE-AND-DESIST PROCEEDINGS BE INSTITUTEDPURSUANT TO SECTION 8A OF THE SECURITIES ACT OF 1933("SECURITIES ACT") AND SECTIONS 15(B) AND 15(B)(C)(2) OF THESECURITIES EXCHANGE ACT OF 1934 ("EXCHANGE ACT") AGAINST PIPERJAFFRAY & CO. ("PIPER").

THE COMMISSION FOUND THAT IN 2011, A MUNICIPAL CORPORATION("DISTRICT") DEFAULTED ON $41.77 MILLION IN BOND ANTICIPATIONNOTES ("BANS") IT HAD ISSUED IN NOVEMBER 2008 TO FINANCE A MULTI-USE ARENA AND ICE HOCKEY RINK (THE "REGIONAL CENTER") LOCATEDIN THE CITY OF WENATCHEE, WASHINGTON (THE "CITY"). PIPER SERVEDAS SOLE UNDERWRITER FOR THE BANS. THE OFFICIAL STATEMENT FORTHE BANS WAS MATERIALLY FALSE AND MISLEADING.

PIPER WAS HIRED BY THE DISTRICT AS UNDERWRITER AS A LAST MINUTEREPLACEMENT FOR A PREDECESSOR UNDERWRITING FIRM("PREDECESSOR"). THE PREDECESSOR HAD BEEN WORKING WITH THEDISTRICT FOR OVER A YEAR AND HAD COMPLETED A PRELIMINARYOFFICIAL STATEMENT FOR LONG-TERM BONDS WHICH HAD RECEIVED ANINVESTMENT GRADE RATING. THAT PREDECESSOR WITHDREW INSEPTEMBER 2008 AFTER THE GLOBAL FINANCIAL CRISIS PREVENTEDACCESS TO THE BOND MARKET AND THE FIRM WAS UNABLE TOCOMPLETE THE FINANCING. PIPER'S ENGAGEMENT WITH THE DISTRICTSTARTED ON OCTOBER 27, 2008. BY THE TIME PIPER BECAME THEUNDERWRITER ON THE DEAL, THE CITY AND THE DISTRICT WEREDESPERATE TO FIND FINANCING FOR THE REGIONAL CENTER WITHIN AMONTH BECAUSE OF ONEROUS LEASE PAYMENTS BEING DEMANDED BYTHE CONSTRUCTION LENDER. PIPER SUGGESTED SEVERAL FINANCINGOPTIONS, ALTHOUGH ONLY ONE, SHORT-TERM BANS, WAS CONSIDEREDVIABLE. THE DISTRICT DETERMINED TO ISSUE THREE YEAR BANS THATWOULD MATURE IN 2011, WITH THE PRINCIPAL OF THE BANS TO BEREPAID SOLELY THROUGH THE ISSUANCE OF LONG-TERM BONDS.

PIPER CONDUCTED INADEQUATE DUE DILIGENCE AND, AS A RESULT,FAILED TO FORM A REASONABLE BASIS FOR BELIEVING THETRUTHFULNESS AND COMPLETENESS OF MATERIAL STATEMENTS IN THEOFFICIAL STATEMENT. THE OFFICIAL STATEMENT FOR THE BANS WAS ALIGHTLY REVISED VERSION OF THE PRELIMINARY OFFICIAL STATEMENTPREPARED BY THE PREDECESSOR AND THE DISTRICT'S BOND COUNSELTHAT INCLUDED SIMILAR DISCLOSURES AND RELIED ON THE SAMEPROJECTIONS FOR THE REGIONAL CENTER PROVIDED BY THE COMPANY("COMPANY") HIRED TO DEVELOP AND MANAGE THE REGIONAL CENTER.PIPER CONDUCTED A CURSORY INQUIRY INTO THE PROJECTIONSPROVIDED BY THE COMPANY, DID NOT INQUIRE ABOUT PRIORPROJECTIONS OR REVISIONS, AND DID NOT ASK TO SEE ANINDEPENDENT CONSULTANT'S REVIEW OF THE PROJECTIONS DESPITEBEING MADE AWARE OF ITS EXISTENCE, DEPRIVING BAN PURCHASERSOF MATERIAL INFORMATION RELATING TO THE REVENUE PROJECTIONS,THE FIRST SOURCE OF PAYMENT FOR THE MAJORITY OF THE BANS.

AN INDEPENDENT CONSULTANT HAD BEEN ASKED TO REVIEW THECOMPANY'S EARLIER PROJECTIONS AND HAD RAISED QUESTIONS ABOUTTHE REGIONAL CENTER'S ECONOMIC VIABILITY. DESPITE TWO SEPARATEREVIEWS OF PRIOR COMPANY PROJECTIONS BY THE INDEPENDENTCONSULTANT, THE OFFICIAL STATEMENT PRESENTED THE MOST RECENTVERSION OF THE COMPANY'S PROJECTIONS ALONG WITH A FALSE ANDMISLEADING STATEMENT TO THE EFFECT THAT NO FINANCIAL ADVISOR,ACCOUNTING OR OTHER FIRM HAD EXAMINED THOSE PROJECTIONS TOVERIFY THE REASONABLENESS OF THE COMPANY'S ASSUMPTIONS ORITS CONCLUSIONS.

PIPER WAS UNAWARE THAT THE PROJECTIONS IN THE OFFICIALSTATEMENT HAD BEEN REVISED UPWARD FROM PROJECTIONSGENERATED A FEW MONTHS EARLIER AFTER A CLAIM BY THE CITY'SFORMER MAYOR AND THE DISTRICT'S CONTRACT MANAGER THAT THECOMPANY'S PROJECTIONS WERE INCONSISTENT WITH ITS PRIORPROJECTIONS AND NOT SUFFICIENTLY OPTIMISTIC. DURING ACONFERENCE CALL WITH THE COMPANY'S PRESIDENT AND THECOMPANY'S FINANCIAL CONSULTANT, THE CITY'S FORMER MAYOR MADEAN IMPASSIONED ARGUMENT THAT THEY KNEW THE LOCAL CITIZENSBETTER THAN THE COMPANY, (CONTINUED IN COMMENT)

Current Status: Final

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SEC ADMIN RELEASES 33-9472, 34-70804, NOVEMBER 5, 2013: THESECURITIES AND EXCHANGE COMMISSION ("COMMISSION") DEEMED ITAPPROPRIATE AND IN THE PUBLIC INTEREST THAT PUBLICADMINISTRATIVE AND CEASE-AND-DESIST PROCEEDINGS BE INSTITUTEDPURSUANT TO SECTION 8A OF THE SECURITIES ACT OF 1933("SECURITIES ACT") AND SECTIONS 15(B) AND 15(B)(C)(2) OF THESECURITIES EXCHANGE ACT OF 1934 ("EXCHANGE ACT") AGAINST PIPERJAFFRAY & CO. ("PIPER").

THE COMMISSION FOUND THAT IN 2011, A MUNICIPAL CORPORATION("DISTRICT") DEFAULTED ON $41.77 MILLION IN BOND ANTICIPATIONNOTES ("BANS") IT HAD ISSUED IN NOVEMBER 2008 TO FINANCE A MULTI-USE ARENA AND ICE HOCKEY RINK (THE "REGIONAL CENTER") LOCATEDIN THE CITY OF WENATCHEE, WASHINGTON (THE "CITY"). PIPER SERVEDAS SOLE UNDERWRITER FOR THE BANS. THE OFFICIAL STATEMENT FORTHE BANS WAS MATERIALLY FALSE AND MISLEADING.

PIPER WAS HIRED BY THE DISTRICT AS UNDERWRITER AS A LAST MINUTEREPLACEMENT FOR A PREDECESSOR UNDERWRITING FIRM("PREDECESSOR"). THE PREDECESSOR HAD BEEN WORKING WITH THEDISTRICT FOR OVER A YEAR AND HAD COMPLETED A PRELIMINARYOFFICIAL STATEMENT FOR LONG-TERM BONDS WHICH HAD RECEIVED ANINVESTMENT GRADE RATING. THAT PREDECESSOR WITHDREW INSEPTEMBER 2008 AFTER THE GLOBAL FINANCIAL CRISIS PREVENTEDACCESS TO THE BOND MARKET AND THE FIRM WAS UNABLE TOCOMPLETE THE FINANCING. PIPER'S ENGAGEMENT WITH THE DISTRICTSTARTED ON OCTOBER 27, 2008. BY THE TIME PIPER BECAME THEUNDERWRITER ON THE DEAL, THE CITY AND THE DISTRICT WEREDESPERATE TO FIND FINANCING FOR THE REGIONAL CENTER WITHIN AMONTH BECAUSE OF ONEROUS LEASE PAYMENTS BEING DEMANDED BYTHE CONSTRUCTION LENDER. PIPER SUGGESTED SEVERAL FINANCINGOPTIONS, ALTHOUGH ONLY ONE, SHORT-TERM BANS, WAS CONSIDEREDVIABLE. THE DISTRICT DETERMINED TO ISSUE THREE YEAR BANS THATWOULD MATURE IN 2011, WITH THE PRINCIPAL OF THE BANS TO BEREPAID SOLELY THROUGH THE ISSUANCE OF LONG-TERM BONDS.

PIPER CONDUCTED INADEQUATE DUE DILIGENCE AND, AS A RESULT,FAILED TO FORM A REASONABLE BASIS FOR BELIEVING THETRUTHFULNESS AND COMPLETENESS OF MATERIAL STATEMENTS IN THEOFFICIAL STATEMENT. THE OFFICIAL STATEMENT FOR THE BANS WAS ALIGHTLY REVISED VERSION OF THE PRELIMINARY OFFICIAL STATEMENTPREPARED BY THE PREDECESSOR AND THE DISTRICT'S BOND COUNSELTHAT INCLUDED SIMILAR DISCLOSURES AND RELIED ON THE SAMEPROJECTIONS FOR THE REGIONAL CENTER PROVIDED BY THE COMPANY("COMPANY") HIRED TO DEVELOP AND MANAGE THE REGIONAL CENTER.PIPER CONDUCTED A CURSORY INQUIRY INTO THE PROJECTIONSPROVIDED BY THE COMPANY, DID NOT INQUIRE ABOUT PRIORPROJECTIONS OR REVISIONS, AND DID NOT ASK TO SEE ANINDEPENDENT CONSULTANT'S REVIEW OF THE PROJECTIONS DESPITEBEING MADE AWARE OF ITS EXISTENCE, DEPRIVING BAN PURCHASERSOF MATERIAL INFORMATION RELATING TO THE REVENUE PROJECTIONS,THE FIRST SOURCE OF PAYMENT FOR THE MAJORITY OF THE BANS.

AN INDEPENDENT CONSULTANT HAD BEEN ASKED TO REVIEW THECOMPANY'S EARLIER PROJECTIONS AND HAD RAISED QUESTIONS ABOUTTHE REGIONAL CENTER'S ECONOMIC VIABILITY. DESPITE TWO SEPARATEREVIEWS OF PRIOR COMPANY PROJECTIONS BY THE INDEPENDENTCONSULTANT, THE OFFICIAL STATEMENT PRESENTED THE MOST RECENTVERSION OF THE COMPANY'S PROJECTIONS ALONG WITH A FALSE ANDMISLEADING STATEMENT TO THE EFFECT THAT NO FINANCIAL ADVISOR,ACCOUNTING OR OTHER FIRM HAD EXAMINED THOSE PROJECTIONS TOVERIFY THE REASONABLENESS OF THE COMPANY'S ASSUMPTIONS ORITS CONCLUSIONS.

PIPER WAS UNAWARE THAT THE PROJECTIONS IN THE OFFICIALSTATEMENT HAD BEEN REVISED UPWARD FROM PROJECTIONSGENERATED A FEW MONTHS EARLIER AFTER A CLAIM BY THE CITY'SFORMER MAYOR AND THE DISTRICT'S CONTRACT MANAGER THAT THECOMPANY'S PROJECTIONS WERE INCONSISTENT WITH ITS PRIORPROJECTIONS AND NOT SUFFICIENTLY OPTIMISTIC. DURING ACONFERENCE CALL WITH THE COMPANY'S PRESIDENT AND THECOMPANY'S FINANCIAL CONSULTANT, THE CITY'S FORMER MAYOR MADEAN IMPASSIONED ARGUMENT THAT THEY KNEW THE LOCAL CITIZENSBETTER THAN THE COMPANY, (CONTINUED IN COMMENT)

34©2018 FINRA. All rights reserved. Report about PIPER JAFFRAY & CO.

Page 37: PIPER JAFFRAY & CO. - FINRA JAFFRAY & CO. CRD# 665 SEC# 8-15204 Main Office Location 800 NICOLLET MALL MINNEAPOLIS, MN 55402-7020 Regulated by FINRA Kansas City Office Mailing Address

www.finra.org/brokercheck User Guidance

Initiated By: UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Principal Sanction(s)/ReliefSought:

Other Sanction(s)/ReliefSought:

Date Initiated: 11/05/2013

Docket/Case Number: 3-15603

Principal Product Type: Debt - Municipal

Other Product Type(s): BOND ANTICIPATION NOTES

SEC ADMIN RELEASES 33-9472, 34-70804, NOVEMBER 5, 2013: THESECURITIES AND EXCHANGE COMMISSION ("COMMISSION") DEEMED ITAPPROPRIATE AND IN THE PUBLIC INTEREST THAT PUBLICADMINISTRATIVE AND CEASE-AND-DESIST PROCEEDINGS BE INSTITUTEDPURSUANT TO SECTION 8A OF THE SECURITIES ACT OF 1933("SECURITIES ACT") AND SECTIONS 15(B) AND 15(B)(C)(2) OF THESECURITIES EXCHANGE ACT OF 1934 ("EXCHANGE ACT") AGAINST PIPERJAFFRAY & CO. ("PIPER").

THE COMMISSION FOUND THAT IN 2011, A MUNICIPAL CORPORATION("DISTRICT") DEFAULTED ON $41.77 MILLION IN BOND ANTICIPATIONNOTES ("BANS") IT HAD ISSUED IN NOVEMBER 2008 TO FINANCE A MULTI-USE ARENA AND ICE HOCKEY RINK (THE "REGIONAL CENTER") LOCATEDIN THE CITY OF WENATCHEE, WASHINGTON (THE "CITY"). PIPER SERVEDAS SOLE UNDERWRITER FOR THE BANS. THE OFFICIAL STATEMENT FORTHE BANS WAS MATERIALLY FALSE AND MISLEADING.

PIPER WAS HIRED BY THE DISTRICT AS UNDERWRITER AS A LAST MINUTEREPLACEMENT FOR A PREDECESSOR UNDERWRITING FIRM("PREDECESSOR"). THE PREDECESSOR HAD BEEN WORKING WITH THEDISTRICT FOR OVER A YEAR AND HAD COMPLETED A PRELIMINARYOFFICIAL STATEMENT FOR LONG-TERM BONDS WHICH HAD RECEIVED ANINVESTMENT GRADE RATING. THAT PREDECESSOR WITHDREW INSEPTEMBER 2008 AFTER THE GLOBAL FINANCIAL CRISIS PREVENTEDACCESS TO THE BOND MARKET AND THE FIRM WAS UNABLE TOCOMPLETE THE FINANCING. PIPER'S ENGAGEMENT WITH THE DISTRICTSTARTED ON OCTOBER 27, 2008. BY THE TIME PIPER BECAME THEUNDERWRITER ON THE DEAL, THE CITY AND THE DISTRICT WEREDESPERATE TO FIND FINANCING FOR THE REGIONAL CENTER WITHIN AMONTH BECAUSE OF ONEROUS LEASE PAYMENTS BEING DEMANDED BYTHE CONSTRUCTION LENDER. PIPER SUGGESTED SEVERAL FINANCINGOPTIONS, ALTHOUGH ONLY ONE, SHORT-TERM BANS, WAS CONSIDEREDVIABLE. THE DISTRICT DETERMINED TO ISSUE THREE YEAR BANS THATWOULD MATURE IN 2011, WITH THE PRINCIPAL OF THE BANS TO BEREPAID SOLELY THROUGH THE ISSUANCE OF LONG-TERM BONDS.

PIPER CONDUCTED INADEQUATE DUE DILIGENCE AND, AS A RESULT,FAILED TO FORM A REASONABLE BASIS FOR BELIEVING THETRUTHFULNESS AND COMPLETENESS OF MATERIAL STATEMENTS IN THEOFFICIAL STATEMENT. THE OFFICIAL STATEMENT FOR THE BANS WAS ALIGHTLY REVISED VERSION OF THE PRELIMINARY OFFICIAL STATEMENTPREPARED BY THE PREDECESSOR AND THE DISTRICT'S BOND COUNSELTHAT INCLUDED SIMILAR DISCLOSURES AND RELIED ON THE SAMEPROJECTIONS FOR THE REGIONAL CENTER PROVIDED BY THE COMPANY("COMPANY") HIRED TO DEVELOP AND MANAGE THE REGIONAL CENTER.PIPER CONDUCTED A CURSORY INQUIRY INTO THE PROJECTIONSPROVIDED BY THE COMPANY, DID NOT INQUIRE ABOUT PRIORPROJECTIONS OR REVISIONS, AND DID NOT ASK TO SEE ANINDEPENDENT CONSULTANT'S REVIEW OF THE PROJECTIONS DESPITEBEING MADE AWARE OF ITS EXISTENCE, DEPRIVING BAN PURCHASERSOF MATERIAL INFORMATION RELATING TO THE REVENUE PROJECTIONS,THE FIRST SOURCE OF PAYMENT FOR THE MAJORITY OF THE BANS.

AN INDEPENDENT CONSULTANT HAD BEEN ASKED TO REVIEW THECOMPANY'S EARLIER PROJECTIONS AND HAD RAISED QUESTIONS ABOUTTHE REGIONAL CENTER'S ECONOMIC VIABILITY. DESPITE TWO SEPARATEREVIEWS OF PRIOR COMPANY PROJECTIONS BY THE INDEPENDENTCONSULTANT, THE OFFICIAL STATEMENT PRESENTED THE MOST RECENTVERSION OF THE COMPANY'S PROJECTIONS ALONG WITH A FALSE ANDMISLEADING STATEMENT TO THE EFFECT THAT NO FINANCIAL ADVISOR,ACCOUNTING OR OTHER FIRM HAD EXAMINED THOSE PROJECTIONS TOVERIFY THE REASONABLENESS OF THE COMPANY'S ASSUMPTIONS ORITS CONCLUSIONS.

PIPER WAS UNAWARE THAT THE PROJECTIONS IN THE OFFICIALSTATEMENT HAD BEEN REVISED UPWARD FROM PROJECTIONSGENERATED A FEW MONTHS EARLIER AFTER A CLAIM BY THE CITY'SFORMER MAYOR AND THE DISTRICT'S CONTRACT MANAGER THAT THECOMPANY'S PROJECTIONS WERE INCONSISTENT WITH ITS PRIORPROJECTIONS AND NOT SUFFICIENTLY OPTIMISTIC. DURING ACONFERENCE CALL WITH THE COMPANY'S PRESIDENT AND THECOMPANY'S FINANCIAL CONSULTANT, THE CITY'S FORMER MAYOR MADEAN IMPASSIONED ARGUMENT THAT THEY KNEW THE LOCAL CITIZENSBETTER THAN THE COMPANY, (CONTINUED IN COMMENT)

Resolution Date: 11/05/2013

Resolution:

Other Sanctions Ordered: UNDERTAKINGS

Sanction Details: THE COMMISSION DEEMED IT APPROPRIATE, IN THE PUBLIC INTEREST,AND FOR THE PROTECTION OF INVESTORS TO IMPOSE THE SANCTIONSAGREED TO IN PIPER'S OFFER. ACCORDINGLY, PURSUANT SECTION 8A OFTHE SECURITIES ACT AND SECTIONS 15(B) AND 15(B)(C) OF THEEXCHANGE ACT, IT IS HEREBY ORDERED THAT PIPER SHALL CEASE ANDDESIST FROM COMMITTING OR CAUSING ANY VIOLATIONS AND ANYFUTURE VIOLATIONS OF SECTIONS 17(A)(2) AND (3) OF THE SECURITIESACT. PIPER IS CENSURED. PIPER SHALL PAY A CIVIL MONEY PENALTY INTHE AMOUNT OF $300,000. PIPER SHALL COMPLY WITH THEUNDERTAKINGS ENUMERATED IN THE ORDER.

Regulator Statement (CONTINUED FROM #7) AND THOSE CITIZENS WOULD ULTIMATELYSUPPORT THE REGIONAL CENTER EVEN THOUGH THE COMPANY WASEXPERIENCING WEAK TICKET SALES AND OTHER TROUBLING INDICATORSREGARDING ANTICIPATED REVENUE. THE COMPANY REVISED ITSPROJECTIONS UPWARD AND THE MORE OPTIMISTIC REVISEDPROJECTIONS WERE INCLUDED IN THE OFFICIAL STATEMENT, WITHOUTDISCLOSING THAT THE CITY'S FORMER MAYOR OR THE DISTRICT'SCONTRACT MANAGER HAD QUESTIONED THE ASSUMPTIONS UNDERLYINGTHE PRIOR SET OF PROJECTIONS, OR THAT THE COMPANY HAD RELIEDON THE FORMER MAYOR'S VERBAL ASSERTIONS OF FUTURE COMMUNITYSUPPORT.

PIPER STATED THAT THEY FOCUSED THEIR DUE DILIGENCE EFFORTS ONA CONTINGENT LOAN AGREEMENT ENTERED INTO BY THE CITY THATOPERATED AS A BACKSTOP FOR THE PAYMENT OF THE INTEREST (BUTNOT THE PRINCIPAL) ON THE BANS, AND THE CITY'S ABILITY TO MAKEPAYMENTS IF NECESSARY. UNDER THAT CONTINGENT LOAN AGREEMENT,THE CITY WAS OBLIGATED TO LOAN TO THE DISTRICT FUNDS TO PAYINTEREST ON THE BANS IN THE EVENT THE DISTRICT'S REVENUES WEREINSUFFICIENT. NONETHELESS, A PARAGRAPH IN THE BODY OF THEPREDECESSOR'S PRELIMINARY OFFICIAL STATEMENT THAT HIGHLIGHTEDHOW THE CITY'S LOW REMAINING DEBT CAPACITY CONSTRAINED ITSOBLIGATIONS UNDER THAT CONTINGENT LOAN AGREEMENT WASDELETED FROM THE BODY OF THE OFFICIAL STATEMENT FOR THE BANS,THEREBY MISLEADING BAN PURCHASERS CONCERNING THE LIKELIHOODOF PERMANENT FINANCING.

THE REGIONAL CENTER'S FINANCIAL RESULTS FOR 2008 THROUGH 2011WERE WORSE THAN THE COMPANY'S MOST PESSIMISTIC PROJECTIONS,WITH THE REGIONAL CENTER OPERATING AT A SIGNIFICANT NETOPERATING LOSS. MOREOVER, AFTER THE CITY FILED A VALIDATIONPROCEEDING, THE CHELAN COUNTY, WASHINGTON, SUPERIOR COURTRULED IN 2011 THAT OBLIGATIONS UNDER A CONTINGENT LOANAGREEMENT CONSTITUTED "INDEBTEDNESS" WITHIN THE MEANING OFTHE STATE CONSTITUTION AND THEREFORE WOULD BE LIMITED TO THECITY'S REMAINING DEBT CAPACITY OF $19.3 MILLION, AS THE DELETEDDISCLOSURE LANGUAGE HAD WARNED. CONSEQUENTLY, THE DISTRICTWAS UNABLE TO ISSUE LONG-TERM BONDS, AND THE DISTRICTDEFAULTED ON THE PAYMENT OF PRINCIPAL ON THE BANS IN DECEMBER2011.

THE WASHINGTON STATE LEGISLATURE SUBSEQUENTLY PASSEDLEGISLATION TO HELP THE DISTRICT CURE ITS DEFAULT BY ALLOWINGTHE CITY TO IMPOSE AN ADDITIONAL SALES TAX WITHOUT VOTERAPPROVAL AND FURTHER ALLOWING THE DISTRICT TO SUBMIT TOVOTERS A PROPOSITION TO IMPOSE AN ADDITIONAL SALES TAX. THEVOTERS OF THE DISTRICT LATER APPROVED AN ADDITIONAL SALES TAX.ON SEPTEMBER 28, 2012, THE DISTRICT SOLD LONG-TERM BONDSSECURED SOLELY BY SALES TAX REVENUES TO REFINANCE THE BANS.

AS A RESULT OF THE NEGLIGENT CONDUCT, PIPER WILLFULLY VIOLATEDSECTIONS 17(A)(2) AND (3) OF THE SECURITIES ACT.

IN ANTICIPATION OF THE INSTITUTION OF THE PROCEEDINGS, PIPERSUBMITTED AN OFFER OF SETTLEMENT (THE "OFFER") WHICH THECOMMISSION DETERMINED TO ACCEPT. SOLELY FOR THEPURPOSE OF THE PROCEEDINGS AND ANY OTHER PROCEEDINGSBROUGHT BY OR ON BEHALF OF THE COMMISSION, OR TO WHICH THECOMMISSION IS A PARTY, AND WITHOUT ADMITTING OR DENYING THEFINDINGS, EXCEPT AS TO THE COMMISSION'S JURISDICTION OVER IT ANDTHE SUBJECT MATTER OF THE PROCEEDINGS, WHICH ARE ADMITTED,PIPER CONSENTED TO THE ENTRY OF THE ORDER INSTITUTINGADMINISTRATIVE AND CEASE-AND-DESIST PROCEEDINGS PURSUANT TOSECTION 8A OF THE SECURITIES ACT OF 1933 AND SECTIONS 15(B) AND15(B)(C) OF THE SECURITIES EXCHANGE ACT OF 1934, MAKING FINDINGS,AND IMPOSING REMEDIAL SANCTIONS AND A CEASE-AND-DESIST ORDER("ORDER").

Does the order constitute afinal order based onviolations of any laws orregulations that prohibitfraudulent, manipulative, ordeceptive conduct?

No

Sanctions Ordered: CensureMonetary/Fine $300,000.00Cease and Desist/Injunction

Order

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Regulator Statement (CONTINUED FROM #7) AND THOSE CITIZENS WOULD ULTIMATELYSUPPORT THE REGIONAL CENTER EVEN THOUGH THE COMPANY WASEXPERIENCING WEAK TICKET SALES AND OTHER TROUBLING INDICATORSREGARDING ANTICIPATED REVENUE. THE COMPANY REVISED ITSPROJECTIONS UPWARD AND THE MORE OPTIMISTIC REVISEDPROJECTIONS WERE INCLUDED IN THE OFFICIAL STATEMENT, WITHOUTDISCLOSING THAT THE CITY'S FORMER MAYOR OR THE DISTRICT'SCONTRACT MANAGER HAD QUESTIONED THE ASSUMPTIONS UNDERLYINGTHE PRIOR SET OF PROJECTIONS, OR THAT THE COMPANY HAD RELIEDON THE FORMER MAYOR'S VERBAL ASSERTIONS OF FUTURE COMMUNITYSUPPORT.

PIPER STATED THAT THEY FOCUSED THEIR DUE DILIGENCE EFFORTS ONA CONTINGENT LOAN AGREEMENT ENTERED INTO BY THE CITY THATOPERATED AS A BACKSTOP FOR THE PAYMENT OF THE INTEREST (BUTNOT THE PRINCIPAL) ON THE BANS, AND THE CITY'S ABILITY TO MAKEPAYMENTS IF NECESSARY. UNDER THAT CONTINGENT LOAN AGREEMENT,THE CITY WAS OBLIGATED TO LOAN TO THE DISTRICT FUNDS TO PAYINTEREST ON THE BANS IN THE EVENT THE DISTRICT'S REVENUES WEREINSUFFICIENT. NONETHELESS, A PARAGRAPH IN THE BODY OF THEPREDECESSOR'S PRELIMINARY OFFICIAL STATEMENT THAT HIGHLIGHTEDHOW THE CITY'S LOW REMAINING DEBT CAPACITY CONSTRAINED ITSOBLIGATIONS UNDER THAT CONTINGENT LOAN AGREEMENT WASDELETED FROM THE BODY OF THE OFFICIAL STATEMENT FOR THE BANS,THEREBY MISLEADING BAN PURCHASERS CONCERNING THE LIKELIHOODOF PERMANENT FINANCING.

THE REGIONAL CENTER'S FINANCIAL RESULTS FOR 2008 THROUGH 2011WERE WORSE THAN THE COMPANY'S MOST PESSIMISTIC PROJECTIONS,WITH THE REGIONAL CENTER OPERATING AT A SIGNIFICANT NETOPERATING LOSS. MOREOVER, AFTER THE CITY FILED A VALIDATIONPROCEEDING, THE CHELAN COUNTY, WASHINGTON, SUPERIOR COURTRULED IN 2011 THAT OBLIGATIONS UNDER A CONTINGENT LOANAGREEMENT CONSTITUTED "INDEBTEDNESS" WITHIN THE MEANING OFTHE STATE CONSTITUTION AND THEREFORE WOULD BE LIMITED TO THECITY'S REMAINING DEBT CAPACITY OF $19.3 MILLION, AS THE DELETEDDISCLOSURE LANGUAGE HAD WARNED. CONSEQUENTLY, THE DISTRICTWAS UNABLE TO ISSUE LONG-TERM BONDS, AND THE DISTRICTDEFAULTED ON THE PAYMENT OF PRINCIPAL ON THE BANS IN DECEMBER2011.

THE WASHINGTON STATE LEGISLATURE SUBSEQUENTLY PASSEDLEGISLATION TO HELP THE DISTRICT CURE ITS DEFAULT BY ALLOWINGTHE CITY TO IMPOSE AN ADDITIONAL SALES TAX WITHOUT VOTERAPPROVAL AND FURTHER ALLOWING THE DISTRICT TO SUBMIT TOVOTERS A PROPOSITION TO IMPOSE AN ADDITIONAL SALES TAX. THEVOTERS OF THE DISTRICT LATER APPROVED AN ADDITIONAL SALES TAX.ON SEPTEMBER 28, 2012, THE DISTRICT SOLD LONG-TERM BONDSSECURED SOLELY BY SALES TAX REVENUES TO REFINANCE THE BANS.

AS A RESULT OF THE NEGLIGENT CONDUCT, PIPER WILLFULLY VIOLATEDSECTIONS 17(A)(2) AND (3) OF THE SECURITIES ACT.

IN ANTICIPATION OF THE INSTITUTION OF THE PROCEEDINGS, PIPERSUBMITTED AN OFFER OF SETTLEMENT (THE "OFFER") WHICH THECOMMISSION DETERMINED TO ACCEPT. SOLELY FOR THEPURPOSE OF THE PROCEEDINGS AND ANY OTHER PROCEEDINGSBROUGHT BY OR ON BEHALF OF THE COMMISSION, OR TO WHICH THECOMMISSION IS A PARTY, AND WITHOUT ADMITTING OR DENYING THEFINDINGS, EXCEPT AS TO THE COMMISSION'S JURISDICTION OVER IT ANDTHE SUBJECT MATTER OF THE PROCEEDINGS, WHICH ARE ADMITTED,PIPER CONSENTED TO THE ENTRY OF THE ORDER INSTITUTINGADMINISTRATIVE AND CEASE-AND-DESIST PROCEEDINGS PURSUANT TOSECTION 8A OF THE SECURITIES ACT OF 1933 AND SECTIONS 15(B) AND15(B)(C) OF THE SECURITIES EXCHANGE ACT OF 1934, MAKING FINDINGS,AND IMPOSING REMEDIAL SANCTIONS AND A CEASE-AND-DESIST ORDER("ORDER").

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(CONTINUED FROM #7) AND THOSE CITIZENS WOULD ULTIMATELYSUPPORT THE REGIONAL CENTER EVEN THOUGH THE COMPANY WASEXPERIENCING WEAK TICKET SALES AND OTHER TROUBLING INDICATORSREGARDING ANTICIPATED REVENUE. THE COMPANY REVISED ITSPROJECTIONS UPWARD AND THE MORE OPTIMISTIC REVISEDPROJECTIONS WERE INCLUDED IN THE OFFICIAL STATEMENT, WITHOUTDISCLOSING THAT THE CITY'S FORMER MAYOR OR THE DISTRICT'SCONTRACT MANAGER HAD QUESTIONED THE ASSUMPTIONS UNDERLYINGTHE PRIOR SET OF PROJECTIONS, OR THAT THE COMPANY HAD RELIEDON THE FORMER MAYOR'S VERBAL ASSERTIONS OF FUTURE COMMUNITYSUPPORT.

PIPER STATED THAT THEY FOCUSED THEIR DUE DILIGENCE EFFORTS ONA CONTINGENT LOAN AGREEMENT ENTERED INTO BY THE CITY THATOPERATED AS A BACKSTOP FOR THE PAYMENT OF THE INTEREST (BUTNOT THE PRINCIPAL) ON THE BANS, AND THE CITY'S ABILITY TO MAKEPAYMENTS IF NECESSARY. UNDER THAT CONTINGENT LOAN AGREEMENT,THE CITY WAS OBLIGATED TO LOAN TO THE DISTRICT FUNDS TO PAYINTEREST ON THE BANS IN THE EVENT THE DISTRICT'S REVENUES WEREINSUFFICIENT. NONETHELESS, A PARAGRAPH IN THE BODY OF THEPREDECESSOR'S PRELIMINARY OFFICIAL STATEMENT THAT HIGHLIGHTEDHOW THE CITY'S LOW REMAINING DEBT CAPACITY CONSTRAINED ITSOBLIGATIONS UNDER THAT CONTINGENT LOAN AGREEMENT WASDELETED FROM THE BODY OF THE OFFICIAL STATEMENT FOR THE BANS,THEREBY MISLEADING BAN PURCHASERS CONCERNING THE LIKELIHOODOF PERMANENT FINANCING.

THE REGIONAL CENTER'S FINANCIAL RESULTS FOR 2008 THROUGH 2011WERE WORSE THAN THE COMPANY'S MOST PESSIMISTIC PROJECTIONS,WITH THE REGIONAL CENTER OPERATING AT A SIGNIFICANT NETOPERATING LOSS. MOREOVER, AFTER THE CITY FILED A VALIDATIONPROCEEDING, THE CHELAN COUNTY, WASHINGTON, SUPERIOR COURTRULED IN 2011 THAT OBLIGATIONS UNDER A CONTINGENT LOANAGREEMENT CONSTITUTED "INDEBTEDNESS" WITHIN THE MEANING OFTHE STATE CONSTITUTION AND THEREFORE WOULD BE LIMITED TO THECITY'S REMAINING DEBT CAPACITY OF $19.3 MILLION, AS THE DELETEDDISCLOSURE LANGUAGE HAD WARNED. CONSEQUENTLY, THE DISTRICTWAS UNABLE TO ISSUE LONG-TERM BONDS, AND THE DISTRICTDEFAULTED ON THE PAYMENT OF PRINCIPAL ON THE BANS IN DECEMBER2011.

THE WASHINGTON STATE LEGISLATURE SUBSEQUENTLY PASSEDLEGISLATION TO HELP THE DISTRICT CURE ITS DEFAULT BY ALLOWINGTHE CITY TO IMPOSE AN ADDITIONAL SALES TAX WITHOUT VOTERAPPROVAL AND FURTHER ALLOWING THE DISTRICT TO SUBMIT TOVOTERS A PROPOSITION TO IMPOSE AN ADDITIONAL SALES TAX. THEVOTERS OF THE DISTRICT LATER APPROVED AN ADDITIONAL SALES TAX.ON SEPTEMBER 28, 2012, THE DISTRICT SOLD LONG-TERM BONDSSECURED SOLELY BY SALES TAX REVENUES TO REFINANCE THE BANS.

AS A RESULT OF THE NEGLIGENT CONDUCT, PIPER WILLFULLY VIOLATEDSECTIONS 17(A)(2) AND (3) OF THE SECURITIES ACT.

IN ANTICIPATION OF THE INSTITUTION OF THE PROCEEDINGS, PIPERSUBMITTED AN OFFER OF SETTLEMENT (THE "OFFER") WHICH THECOMMISSION DETERMINED TO ACCEPT. SOLELY FOR THEPURPOSE OF THE PROCEEDINGS AND ANY OTHER PROCEEDINGSBROUGHT BY OR ON BEHALF OF THE COMMISSION, OR TO WHICH THECOMMISSION IS A PARTY, AND WITHOUT ADMITTING OR DENYING THEFINDINGS, EXCEPT AS TO THE COMMISSION'S JURISDICTION OVER IT ANDTHE SUBJECT MATTER OF THE PROCEEDINGS, WHICH ARE ADMITTED,PIPER CONSENTED TO THE ENTRY OF THE ORDER INSTITUTINGADMINISTRATIVE AND CEASE-AND-DESIST PROCEEDINGS PURSUANT TOSECTION 8A OF THE SECURITIES ACT OF 1933 AND SECTIONS 15(B) AND15(B)(C) OF THE SECURITIES EXCHANGE ACT OF 1934, MAKING FINDINGS,AND IMPOSING REMEDIAL SANCTIONS AND A CEASE-AND-DESIST ORDER("ORDER").

iReporting Source: Firm

Allegations: SEC ADMIN RELEASES 33-9472, 34-70804, NOVEMBER 5, 2013: THESECURITIES AND EXCHANGE COMMISSION ("COMMISSION") DEEMED ITAPPROPRIATE AND IN THE PUBLIC INTEREST THAT PUBLICADMINISTRATIVE AND CEASE-AND-DESIST PROCEEDINGS BE INSTITUTEDPURSUANT TO SECTION 8A OF THE SECURITIES ACT OF 1933("SECURITIES ACT") AND SECTIONS 15(B) AND 15(B)(C)(2) OF THESECURITIES EXCHANGE ACT OF 1934 ("EXCHANGE ACT") AGAINST PIPERJAFFRAY & CO. ("PIPER"). THE COMMISSION FOUND THAT IN 2011, AMUNICIPAL CORPORATION ("DISTRICT") DEFAULTED ON $41.77 MILLION INBOND ANTICIPATION NOTES ("BANS") IT HAD ISSUED IN NOVEMBER 2008TO FINANCE A MULTI-USE ARENA AND ICE HOCKEY RINK (THE "REGIONALCENTER") LOCATED IN THE CITY OF WENATCHEE, WASHINGTON (THE "CITY"). PIPER SERVED AS SOLE UNDERWRITER FOR THE BANS. THEOFFICIAL STATEMENT FOR THE BANS WAS MATERIALLY FALSE ANDMISLEADING. PIPER WAS HIRED BY THE DISTRICT AS UNDERWRITER AS ALAST MINUTE REPLACEMENT FOR A PREDECESSOR UNDERWRITING FIRM("PREDECESSOR"). THE PREDECESSOR HAD BEEN WORKING WITH THEDISTRICT FOR OVER A YEAR AND HAD COMPLETED A PRELIMINARYOFFICIAL STATEMENT FOR LONG-TERM BONDS WHICH HAD RECEIVED ANINVESTMENT GRADE RATING. THAT PREDECESSOR WITHDREW INSEPTEMBER 2008 AFTER THE GLOBAL FINANCIAL CRISIS PREVENTEDACCESS TO THE BOND MARKET AND THE FIRM WAS UNABLE TOCOMPLETE THE FINANCING. PIPER'S ENGAGEMENT WITH THE DISTRICTSTARTED ON OCTOBER 27, 2008. BY THE TIME PIPER BECAME THEUNDERWRITER ON THE DEAL, THE CITY AND THE DISTRICT WEREDESPERATE TO FIND FINANCING FOR THE REGIONAL CENTER WITHIN AMONTH BECAUSE OF ONEROUS LEASE PAYMENTS BEING DEMANDED BYTHE CONSTRUCTION LENDER. PIPER SUGGESTED SEVERAL FINANCINGOPTIONS, ALTHOUGH ONLY ONE, SHORT-TERM BANS, WAS CONSIDEREDVIABLE. THE DISTRICT DETERMINED TO ISSUE THREE YEAR BANS THATWOULD MATURE IN 2011, WITH THE PRINCIPAL OF THE BANS TO BEREPAID SOLELY THROUGH THE ISSUANCE OF LONG-TERM BONDS. PIPERCONDUCTED INADEQUATE DUE DILIGENCE AND, AS A RESULT, FAILED TOFORM A REASONABLE BASIS FOR BELIEVING THE TRUTHFULNESS ANDCOMPLETENESS OF MATERIAL STATEMENTS IN THE OFFICIAL STATEMENT.THE OFFICIAL STATEMENT FOR THE BANS WAS A LIGHTLY REVISEDVERSION OF THE PRELIMINARY OFFICIAL STATEMENT PREPARED BY THEPREDECESSOR AND THE DISTRICT'S BOND COUNSEL THAT INCLUDEDSIMILAR DISCLOSURES AND RELIED ON THE SAME PROJECTIONS FORTHE REGIONAL CENTER PROVIDED BY THE COMPANY ("COMPANY") HIREDTO DEVELOP AND MANAGE THE REGIONAL CENTER. PIPER CONDUCTED ACURSORY INQUIRY INTO THE PROJECTIONS PROVIDED BY THE COMPANY,DID NOT INQUIRE ABOUT PRIOR PROJECTIONS OR REVISIONS, AND DIDNOT ASK TO SEE AN INDEPENDENT CONSULTANT'S REVIEW OF THEPROJECTIONS DESPITE BEING MADE AWARE OF ITS EXISTENCE,DEPRIVING BAN PURCHASERS OF MATERIAL INFORMATION RELATING TOTHE REVENUE PROJECTIONS, THE FIRST SOURCE OF PAYMENT FOR THEMAJORITY OF THE BANS. AN INDEPENDENT CONSULTANT HAD BEENASKED TO REVIEW THE COMPANY'S EARLIER PROJECTIONS AND HADRAISED QUESTIONS ABOUT THE REGIONAL CENTER'S ECONOMICVIABILITY. DESPITE TWO SEPARATE REVIEWS OF PRIOR COMPANYPROJECTIONS BY THE INDEPENDENT CONSULTANT, THE OFFICIALSTATEMENT PRESENTED THE MOST RECENT VERSION OF THECOMPANY'S PROJECTIONS ALONG WITH A FALSE AND MISLEADINGSTATEMENT TO THE EFFECT THAT NO FINANCIAL ADVISOR, ACCOUNTINGOR OTHER FIRM HAD EXAMINED THOSE PROJECTIONS TO VERIFY THEREASONABLENESS OF THE COMPANY'S ASSUMPTIONS OR ITSCONCLUSIONS. PIPER WAS UNAWARE THAT THE PROJECTIONS IN THEOFFICIAL STATEMENT HAD BEEN REVISED UPWARD FROM PROJECTIONSGENERATED A FEW MONTHS EARLIER AFTER A CLAIM BY THE CITY'SFORMER MAYOR AND THE DISTRICT'S CONTRACT MANAGER THAT THECOMPANY'S PROJECTIONS WERE INCONSISTENT WITH ITS PRIORPROJECTIONS AND NOT SUFFICIENTLY OPTIMISTIC. DURING ACONFERENCE CALL WITH THE COMPANY'S PRESIDENT AND THECOMPANY'S FINANCIAL CONSULTANT, THE CITY'S FORMER MAYOR MADEAN IMPASSIONED ARGUMENT THAT THEY KNEW THE LOCAL CITIZENSBETTER THAN THE COMPANY, (CONTINUED IN COMMENT)

Current Status: Final

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SEC ADMIN RELEASES 33-9472, 34-70804, NOVEMBER 5, 2013: THESECURITIES AND EXCHANGE COMMISSION ("COMMISSION") DEEMED ITAPPROPRIATE AND IN THE PUBLIC INTEREST THAT PUBLICADMINISTRATIVE AND CEASE-AND-DESIST PROCEEDINGS BE INSTITUTEDPURSUANT TO SECTION 8A OF THE SECURITIES ACT OF 1933("SECURITIES ACT") AND SECTIONS 15(B) AND 15(B)(C)(2) OF THESECURITIES EXCHANGE ACT OF 1934 ("EXCHANGE ACT") AGAINST PIPERJAFFRAY & CO. ("PIPER"). THE COMMISSION FOUND THAT IN 2011, AMUNICIPAL CORPORATION ("DISTRICT") DEFAULTED ON $41.77 MILLION INBOND ANTICIPATION NOTES ("BANS") IT HAD ISSUED IN NOVEMBER 2008TO FINANCE A MULTI-USE ARENA AND ICE HOCKEY RINK (THE "REGIONALCENTER") LOCATED IN THE CITY OF WENATCHEE, WASHINGTON (THE "CITY"). PIPER SERVED AS SOLE UNDERWRITER FOR THE BANS. THEOFFICIAL STATEMENT FOR THE BANS WAS MATERIALLY FALSE ANDMISLEADING. PIPER WAS HIRED BY THE DISTRICT AS UNDERWRITER AS ALAST MINUTE REPLACEMENT FOR A PREDECESSOR UNDERWRITING FIRM("PREDECESSOR"). THE PREDECESSOR HAD BEEN WORKING WITH THEDISTRICT FOR OVER A YEAR AND HAD COMPLETED A PRELIMINARYOFFICIAL STATEMENT FOR LONG-TERM BONDS WHICH HAD RECEIVED ANINVESTMENT GRADE RATING. THAT PREDECESSOR WITHDREW INSEPTEMBER 2008 AFTER THE GLOBAL FINANCIAL CRISIS PREVENTEDACCESS TO THE BOND MARKET AND THE FIRM WAS UNABLE TOCOMPLETE THE FINANCING. PIPER'S ENGAGEMENT WITH THE DISTRICTSTARTED ON OCTOBER 27, 2008. BY THE TIME PIPER BECAME THEUNDERWRITER ON THE DEAL, THE CITY AND THE DISTRICT WEREDESPERATE TO FIND FINANCING FOR THE REGIONAL CENTER WITHIN AMONTH BECAUSE OF ONEROUS LEASE PAYMENTS BEING DEMANDED BYTHE CONSTRUCTION LENDER. PIPER SUGGESTED SEVERAL FINANCINGOPTIONS, ALTHOUGH ONLY ONE, SHORT-TERM BANS, WAS CONSIDEREDVIABLE. THE DISTRICT DETERMINED TO ISSUE THREE YEAR BANS THATWOULD MATURE IN 2011, WITH THE PRINCIPAL OF THE BANS TO BEREPAID SOLELY THROUGH THE ISSUANCE OF LONG-TERM BONDS. PIPERCONDUCTED INADEQUATE DUE DILIGENCE AND, AS A RESULT, FAILED TOFORM A REASONABLE BASIS FOR BELIEVING THE TRUTHFULNESS ANDCOMPLETENESS OF MATERIAL STATEMENTS IN THE OFFICIAL STATEMENT.THE OFFICIAL STATEMENT FOR THE BANS WAS A LIGHTLY REVISEDVERSION OF THE PRELIMINARY OFFICIAL STATEMENT PREPARED BY THEPREDECESSOR AND THE DISTRICT'S BOND COUNSEL THAT INCLUDEDSIMILAR DISCLOSURES AND RELIED ON THE SAME PROJECTIONS FORTHE REGIONAL CENTER PROVIDED BY THE COMPANY ("COMPANY") HIREDTO DEVELOP AND MANAGE THE REGIONAL CENTER. PIPER CONDUCTED ACURSORY INQUIRY INTO THE PROJECTIONS PROVIDED BY THE COMPANY,DID NOT INQUIRE ABOUT PRIOR PROJECTIONS OR REVISIONS, AND DIDNOT ASK TO SEE AN INDEPENDENT CONSULTANT'S REVIEW OF THEPROJECTIONS DESPITE BEING MADE AWARE OF ITS EXISTENCE,DEPRIVING BAN PURCHASERS OF MATERIAL INFORMATION RELATING TOTHE REVENUE PROJECTIONS, THE FIRST SOURCE OF PAYMENT FOR THEMAJORITY OF THE BANS. AN INDEPENDENT CONSULTANT HAD BEENASKED TO REVIEW THE COMPANY'S EARLIER PROJECTIONS AND HADRAISED QUESTIONS ABOUT THE REGIONAL CENTER'S ECONOMICVIABILITY. DESPITE TWO SEPARATE REVIEWS OF PRIOR COMPANYPROJECTIONS BY THE INDEPENDENT CONSULTANT, THE OFFICIALSTATEMENT PRESENTED THE MOST RECENT VERSION OF THECOMPANY'S PROJECTIONS ALONG WITH A FALSE AND MISLEADINGSTATEMENT TO THE EFFECT THAT NO FINANCIAL ADVISOR, ACCOUNTINGOR OTHER FIRM HAD EXAMINED THOSE PROJECTIONS TO VERIFY THEREASONABLENESS OF THE COMPANY'S ASSUMPTIONS OR ITSCONCLUSIONS. PIPER WAS UNAWARE THAT THE PROJECTIONS IN THEOFFICIAL STATEMENT HAD BEEN REVISED UPWARD FROM PROJECTIONSGENERATED A FEW MONTHS EARLIER AFTER A CLAIM BY THE CITY'SFORMER MAYOR AND THE DISTRICT'S CONTRACT MANAGER THAT THECOMPANY'S PROJECTIONS WERE INCONSISTENT WITH ITS PRIORPROJECTIONS AND NOT SUFFICIENTLY OPTIMISTIC. DURING ACONFERENCE CALL WITH THE COMPANY'S PRESIDENT AND THECOMPANY'S FINANCIAL CONSULTANT, THE CITY'S FORMER MAYOR MADEAN IMPASSIONED ARGUMENT THAT THEY KNEW THE LOCAL CITIZENSBETTER THAN THE COMPANY, (CONTINUED IN COMMENT)

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Initiated By: UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Principal Sanction(s)/ReliefSought:

Cease and Desist

Other Sanction(s)/ReliefSought:

MONETARY/FINE, CENSURE, UNDERTAKINGS

Date Initiated: 11/05/2013

Docket/Case Number: 3-15603

Principal Product Type: Debt - Municipal

Other Product Type(s): BOND ANTICIPATION NOTES

SEC ADMIN RELEASES 33-9472, 34-70804, NOVEMBER 5, 2013: THESECURITIES AND EXCHANGE COMMISSION ("COMMISSION") DEEMED ITAPPROPRIATE AND IN THE PUBLIC INTEREST THAT PUBLICADMINISTRATIVE AND CEASE-AND-DESIST PROCEEDINGS BE INSTITUTEDPURSUANT TO SECTION 8A OF THE SECURITIES ACT OF 1933("SECURITIES ACT") AND SECTIONS 15(B) AND 15(B)(C)(2) OF THESECURITIES EXCHANGE ACT OF 1934 ("EXCHANGE ACT") AGAINST PIPERJAFFRAY & CO. ("PIPER"). THE COMMISSION FOUND THAT IN 2011, AMUNICIPAL CORPORATION ("DISTRICT") DEFAULTED ON $41.77 MILLION INBOND ANTICIPATION NOTES ("BANS") IT HAD ISSUED IN NOVEMBER 2008TO FINANCE A MULTI-USE ARENA AND ICE HOCKEY RINK (THE "REGIONALCENTER") LOCATED IN THE CITY OF WENATCHEE, WASHINGTON (THE "CITY"). PIPER SERVED AS SOLE UNDERWRITER FOR THE BANS. THEOFFICIAL STATEMENT FOR THE BANS WAS MATERIALLY FALSE ANDMISLEADING. PIPER WAS HIRED BY THE DISTRICT AS UNDERWRITER AS ALAST MINUTE REPLACEMENT FOR A PREDECESSOR UNDERWRITING FIRM("PREDECESSOR"). THE PREDECESSOR HAD BEEN WORKING WITH THEDISTRICT FOR OVER A YEAR AND HAD COMPLETED A PRELIMINARYOFFICIAL STATEMENT FOR LONG-TERM BONDS WHICH HAD RECEIVED ANINVESTMENT GRADE RATING. THAT PREDECESSOR WITHDREW INSEPTEMBER 2008 AFTER THE GLOBAL FINANCIAL CRISIS PREVENTEDACCESS TO THE BOND MARKET AND THE FIRM WAS UNABLE TOCOMPLETE THE FINANCING. PIPER'S ENGAGEMENT WITH THE DISTRICTSTARTED ON OCTOBER 27, 2008. BY THE TIME PIPER BECAME THEUNDERWRITER ON THE DEAL, THE CITY AND THE DISTRICT WEREDESPERATE TO FIND FINANCING FOR THE REGIONAL CENTER WITHIN AMONTH BECAUSE OF ONEROUS LEASE PAYMENTS BEING DEMANDED BYTHE CONSTRUCTION LENDER. PIPER SUGGESTED SEVERAL FINANCINGOPTIONS, ALTHOUGH ONLY ONE, SHORT-TERM BANS, WAS CONSIDEREDVIABLE. THE DISTRICT DETERMINED TO ISSUE THREE YEAR BANS THATWOULD MATURE IN 2011, WITH THE PRINCIPAL OF THE BANS TO BEREPAID SOLELY THROUGH THE ISSUANCE OF LONG-TERM BONDS. PIPERCONDUCTED INADEQUATE DUE DILIGENCE AND, AS A RESULT, FAILED TOFORM A REASONABLE BASIS FOR BELIEVING THE TRUTHFULNESS ANDCOMPLETENESS OF MATERIAL STATEMENTS IN THE OFFICIAL STATEMENT.THE OFFICIAL STATEMENT FOR THE BANS WAS A LIGHTLY REVISEDVERSION OF THE PRELIMINARY OFFICIAL STATEMENT PREPARED BY THEPREDECESSOR AND THE DISTRICT'S BOND COUNSEL THAT INCLUDEDSIMILAR DISCLOSURES AND RELIED ON THE SAME PROJECTIONS FORTHE REGIONAL CENTER PROVIDED BY THE COMPANY ("COMPANY") HIREDTO DEVELOP AND MANAGE THE REGIONAL CENTER. PIPER CONDUCTED ACURSORY INQUIRY INTO THE PROJECTIONS PROVIDED BY THE COMPANY,DID NOT INQUIRE ABOUT PRIOR PROJECTIONS OR REVISIONS, AND DIDNOT ASK TO SEE AN INDEPENDENT CONSULTANT'S REVIEW OF THEPROJECTIONS DESPITE BEING MADE AWARE OF ITS EXISTENCE,DEPRIVING BAN PURCHASERS OF MATERIAL INFORMATION RELATING TOTHE REVENUE PROJECTIONS, THE FIRST SOURCE OF PAYMENT FOR THEMAJORITY OF THE BANS. AN INDEPENDENT CONSULTANT HAD BEENASKED TO REVIEW THE COMPANY'S EARLIER PROJECTIONS AND HADRAISED QUESTIONS ABOUT THE REGIONAL CENTER'S ECONOMICVIABILITY. DESPITE TWO SEPARATE REVIEWS OF PRIOR COMPANYPROJECTIONS BY THE INDEPENDENT CONSULTANT, THE OFFICIALSTATEMENT PRESENTED THE MOST RECENT VERSION OF THECOMPANY'S PROJECTIONS ALONG WITH A FALSE AND MISLEADINGSTATEMENT TO THE EFFECT THAT NO FINANCIAL ADVISOR, ACCOUNTINGOR OTHER FIRM HAD EXAMINED THOSE PROJECTIONS TO VERIFY THEREASONABLENESS OF THE COMPANY'S ASSUMPTIONS OR ITSCONCLUSIONS. PIPER WAS UNAWARE THAT THE PROJECTIONS IN THEOFFICIAL STATEMENT HAD BEEN REVISED UPWARD FROM PROJECTIONSGENERATED A FEW MONTHS EARLIER AFTER A CLAIM BY THE CITY'SFORMER MAYOR AND THE DISTRICT'S CONTRACT MANAGER THAT THECOMPANY'S PROJECTIONS WERE INCONSISTENT WITH ITS PRIORPROJECTIONS AND NOT SUFFICIENTLY OPTIMISTIC. DURING ACONFERENCE CALL WITH THE COMPANY'S PRESIDENT AND THECOMPANY'S FINANCIAL CONSULTANT, THE CITY'S FORMER MAYOR MADEAN IMPASSIONED ARGUMENT THAT THEY KNEW THE LOCAL CITIZENSBETTER THAN THE COMPANY, (CONTINUED IN COMMENT)

Resolution Date: 11/05/2013

Resolution:

Other Sanctions Ordered: UNDERTAKINGS

Sanction Details: PIPER JAFFRAY & CO. SHALL CEASE AND DESIST FROM COMMITTING ORCAUSING ANY VIOLATIONS AND ANY FUTURE VIOLATIONS OF SECTIONS17(A)(2) AND (3) OF THE SECURITIES ACT. PIPER IS CENSURED. PIPERSHALL PAY A CIVIL MONEY PENALTY IN THE AMOUNT OF $300,000; ANDCOMPLY WITH UNDERTAKINGS

Firm Statement (CONTINUED FROM #7) AND THOSE CITIZENS WOULD ULTIMATELYSUPPORT THE REGIONAL CENTER EVEN THOUGH THE COMPANY WASEXPERIENCING WEAK TICKET SALES AND OTHER TROUBLING INDICATORSREGARDING ANTICIPATED REVENUE. THE COMPANY REVISED ITSPROJECTIONS UPWARD AND THE MORE OPTIMISTIC REVISEDPROJECTIONS WERE INCLUDED IN THE OFFICIAL STATEMENT, WITHOUTDISCLOSING THAT THE CITY'S FORMER MAYOR OR THE DISTRICT'SCONTRACT MANAGER HAD QUESTIONED THE ASSUMPTIONS UNDERLYINGTHE PRIOR SET OF PROJECTIONS, OR THAT THE COMPANY HAD RELIEDON THE FORMER MAYOR'S VERBAL ASSERTIONS OF FUTURE COMMUNITYSUPPORT. PIPER STATED THAT THEY FOCUSED THEIR DUE DILIGENCEEFFORTS ON A CONTINGENT LOAN AGREEMENT ENTERED INTO BY THECITY THAT OPERATED AS A BACKSTOP FOR THE PAYMENT OF THEINTEREST (BUT NOT THE PRINCIPAL) ON THE BANS, AND THE CITY'SABILITY TO MAKE PAYMENTS IF NECESSARY. UNDER THAT CONTINGENTLOAN AGREEMENT, THE CITY WAS OBLIGATED TO LOAN TO THE DISTRICTFUNDS TO PAY INTEREST ON THE BANS IN THE EVENT THE DISTRICT'SREVENUES WERE INSUFFICIENT. NONETHELESS, A PARAGRAPH IN THEBODY OF THE PREDECESSOR'S PRELIMINARY OFFICIAL STATEMENT THATHIGHLIGHTED HOW THE CITY'S LOW REMAINING DEBT CAPACITYCONSTRAINED ITS OBLIGATIONS UNDER THAT CONTINGENT LOANAGREEMENT WAS DELETED FROM THE BODY OF THE OFFICIALSTATEMENT FOR THE BANS, THEREBY MISLEADING BAN PURCHASERSCONCERNING THE LIKELIHOOD OF PERMANENT FINANCING. THEREGIONAL CENTER'S FINANCIAL RESULTS FOR 2008 THROUGH 2011 WEREWORSE THAN THE COMPANY'S MOST PESSIMISTIC PROJECTIONS, WITHTHE REGIONAL CENTER OPERATING AT A SIGNIFICANT NET OPERATINGLOSS. MOREOVER, AFTER THE CITY FILED A VALIDATION PROCEEDING,THE CHELAN COUNTY, WASHINGTON, SUPERIOR COURT RULED IN 2011THAT OBLIGATIONS UNDER A CONTINGENT LOAN AGREEMENTCONSTITUTED "INDEBTEDNESS" WITHIN THE MEANING OF THE STATECONSTITUTION AND THEREFORE WOULD BE LIMITED TO THE CITY'SREMAINING DEBT CAPACITY OF $19.3 MILLION, AS THE DELETEDDISCLOSURE LANGUAGE HAD WARNED. CONSEQUENTLY, THE DISTRICTWAS UNABLE TO ISSUE LONG-TERM BONDS, AND THE DISTRICTDEFAULTED ON THE PAYMENT OF PRINCIPAL ON THE BANS IN DECEMBER2011. THE WASHINGTON STATE LEGISLATURE SUBSEQUENTLY PASSEDLEGISLATION TO HELP THE DISTRICT CURE ITS DEFAULT BY ALLOWINGTHE CITY TO IMPOSE AN ADDITIONAL SALES TAX WITHOUT VOTERAPPROVAL AND FURTHER ALLOWING THE DISTRICT TO SUBMIT TOVOTERS A PROPOSITION TO IMPOSE AN ADDITIONAL SALES TAX. THEVOTERS OF THE DISTRICT LATER APPROVED AN ADDITIONAL SALES TAX.ON SEPTEMBER 28, 2012, THE DISTRICT SOLD LONG-TERM BONDSSECURED SOLELY BY SALES TAX REVENUES TO REFINANCE THE BANS.AS A RESULT OF THE NEGLIGENT CONDUCT, PIPER WILLFULLY VIOLATEDSECTIONS 17(A)(2) AND (3) OF THE SECURITIES ACT. IN ANTICIPATION OFTHE INSTITUTION OF THE PROCEEDINGS, PIPER SUBMITTED AN OFFEROF SETTLEMENT (THE "OFFER") WHICH THE COMMISSION DETERMINEDTO ACCEPT. SOLELY FOR THE PURPOSE OF THE PROCEEDINGS AND ANYOTHER PROCEEDINGS BROUGHT BY OR ON BEHALF OF THECOMMISSION, OR TO WHICH THE COMMISSION IS A PARTY, AND WITHOUTADMITTING OR DENYING THE FINDINGS, EXCEPT AS TO THECOMMISSION'S JURISDICTION OVER IT AND THE SUBJECT MATTER OF THEPROCEEDINGS, WHICH ARE ADMITTED, PIPER CONSENTED TO THE ENTRYOF THE ORDER INSTITUTING ADMINISTRATIVE AND CEASE-AND-DESISTPROCEEDINGS PURSUANT TO SECTION 8A OF THE SECURITIES ACT OF1933 AND SECTIONS 15(B) AND 15(B)(C) OF THE SECURITIES EXCHANGEACT OF 1934, MAKING FINDINGS, AND IMPOSING REMEDIAL SANCTIONSAND A CEASE-AND-DESIST ORDER ("ORDER").

Sanctions Ordered: CensureMonetary/Fine $300,000.00Cease and Desist/Injunction

Order

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(CONTINUED FROM #7) AND THOSE CITIZENS WOULD ULTIMATELYSUPPORT THE REGIONAL CENTER EVEN THOUGH THE COMPANY WASEXPERIENCING WEAK TICKET SALES AND OTHER TROUBLING INDICATORSREGARDING ANTICIPATED REVENUE. THE COMPANY REVISED ITSPROJECTIONS UPWARD AND THE MORE OPTIMISTIC REVISEDPROJECTIONS WERE INCLUDED IN THE OFFICIAL STATEMENT, WITHOUTDISCLOSING THAT THE CITY'S FORMER MAYOR OR THE DISTRICT'SCONTRACT MANAGER HAD QUESTIONED THE ASSUMPTIONS UNDERLYINGTHE PRIOR SET OF PROJECTIONS, OR THAT THE COMPANY HAD RELIEDON THE FORMER MAYOR'S VERBAL ASSERTIONS OF FUTURE COMMUNITYSUPPORT. PIPER STATED THAT THEY FOCUSED THEIR DUE DILIGENCEEFFORTS ON A CONTINGENT LOAN AGREEMENT ENTERED INTO BY THECITY THAT OPERATED AS A BACKSTOP FOR THE PAYMENT OF THEINTEREST (BUT NOT THE PRINCIPAL) ON THE BANS, AND THE CITY'SABILITY TO MAKE PAYMENTS IF NECESSARY. UNDER THAT CONTINGENTLOAN AGREEMENT, THE CITY WAS OBLIGATED TO LOAN TO THE DISTRICTFUNDS TO PAY INTEREST ON THE BANS IN THE EVENT THE DISTRICT'SREVENUES WERE INSUFFICIENT. NONETHELESS, A PARAGRAPH IN THEBODY OF THE PREDECESSOR'S PRELIMINARY OFFICIAL STATEMENT THATHIGHLIGHTED HOW THE CITY'S LOW REMAINING DEBT CAPACITYCONSTRAINED ITS OBLIGATIONS UNDER THAT CONTINGENT LOANAGREEMENT WAS DELETED FROM THE BODY OF THE OFFICIALSTATEMENT FOR THE BANS, THEREBY MISLEADING BAN PURCHASERSCONCERNING THE LIKELIHOOD OF PERMANENT FINANCING. THEREGIONAL CENTER'S FINANCIAL RESULTS FOR 2008 THROUGH 2011 WEREWORSE THAN THE COMPANY'S MOST PESSIMISTIC PROJECTIONS, WITHTHE REGIONAL CENTER OPERATING AT A SIGNIFICANT NET OPERATINGLOSS. MOREOVER, AFTER THE CITY FILED A VALIDATION PROCEEDING,THE CHELAN COUNTY, WASHINGTON, SUPERIOR COURT RULED IN 2011THAT OBLIGATIONS UNDER A CONTINGENT LOAN AGREEMENTCONSTITUTED "INDEBTEDNESS" WITHIN THE MEANING OF THE STATECONSTITUTION AND THEREFORE WOULD BE LIMITED TO THE CITY'SREMAINING DEBT CAPACITY OF $19.3 MILLION, AS THE DELETEDDISCLOSURE LANGUAGE HAD WARNED. CONSEQUENTLY, THE DISTRICTWAS UNABLE TO ISSUE LONG-TERM BONDS, AND THE DISTRICTDEFAULTED ON THE PAYMENT OF PRINCIPAL ON THE BANS IN DECEMBER2011. THE WASHINGTON STATE LEGISLATURE SUBSEQUENTLY PASSEDLEGISLATION TO HELP THE DISTRICT CURE ITS DEFAULT BY ALLOWINGTHE CITY TO IMPOSE AN ADDITIONAL SALES TAX WITHOUT VOTERAPPROVAL AND FURTHER ALLOWING THE DISTRICT TO SUBMIT TOVOTERS A PROPOSITION TO IMPOSE AN ADDITIONAL SALES TAX. THEVOTERS OF THE DISTRICT LATER APPROVED AN ADDITIONAL SALES TAX.ON SEPTEMBER 28, 2012, THE DISTRICT SOLD LONG-TERM BONDSSECURED SOLELY BY SALES TAX REVENUES TO REFINANCE THE BANS.AS A RESULT OF THE NEGLIGENT CONDUCT, PIPER WILLFULLY VIOLATEDSECTIONS 17(A)(2) AND (3) OF THE SECURITIES ACT. IN ANTICIPATION OFTHE INSTITUTION OF THE PROCEEDINGS, PIPER SUBMITTED AN OFFEROF SETTLEMENT (THE "OFFER") WHICH THE COMMISSION DETERMINEDTO ACCEPT. SOLELY FOR THE PURPOSE OF THE PROCEEDINGS AND ANYOTHER PROCEEDINGS BROUGHT BY OR ON BEHALF OF THECOMMISSION, OR TO WHICH THE COMMISSION IS A PARTY, AND WITHOUTADMITTING OR DENYING THE FINDINGS, EXCEPT AS TO THECOMMISSION'S JURISDICTION OVER IT AND THE SUBJECT MATTER OF THEPROCEEDINGS, WHICH ARE ADMITTED, PIPER CONSENTED TO THE ENTRYOF THE ORDER INSTITUTING ADMINISTRATIVE AND CEASE-AND-DESISTPROCEEDINGS PURSUANT TO SECTION 8A OF THE SECURITIES ACT OF1933 AND SECTIONS 15(B) AND 15(B)(C) OF THE SECURITIES EXCHANGEACT OF 1934, MAKING FINDINGS, AND IMPOSING REMEDIAL SANCTIONSAND A CEASE-AND-DESIST ORDER ("ORDER").

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Disclosure 7 of 134

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Reporting Source: Firm

Initiated By: STATE OF INDIANA

Principal Sanction(s)/ReliefSought:

Other

Other Sanction(s)/ReliefSought:

CONSENT AGREEMENT

Date Initiated: 05/10/2012

Docket/Case Number: 12-0162 CA

Principal Product Type: No Product

Other Product Type(s):

Allegations: DELINQUENT SUBMISSION OF INDIANA COMPLIANCE REPORT FILING

Current Status: Final

Resolution Date: 05/21/2012

Resolution:

Other Sanctions Ordered:

Sanction Details: $1000; 100% LEVIDED AGAINST PIPER JAFFRAY & CO.; PAID 05/16/2012

Firm Statement A. PIPER JAFFRAY HEREBY WAIVES ITS RIGHT TO A HEARING PURSUANTTO IND. CODE § 23-19-6- 4(B); B. PIPER JAFFRAY WAIVES ITS RIGHT TO ANAPPEALPURSUANT TO IND. CODE § 23-19-6-9; C. PIPER JAFFRAY SHALL PAYPENALTIES AND COSTS OF INVESTIGATION IN THE AGGREGATE AMOUNTOF ONETHOUSAND DOLLARS ($1,000); AND,D. PIPER JAFFRAY AGREES NOT TOVIOLATE THE PROVISIONS OF THE INDIANA UNIFORM SECURITIES ACT("ACT"), IND.CODE 23-19-1, AND THE PROVISIONS OF ,THE INDIANA ADMINISTRATIVECODE IN THE FUTURE.

Sanctions Ordered: Monetary/Fine $1,000.00

Consent

Disclosure 8 of 134

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Reporting Source: Regulator

Current Status: Final

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Initiated By: FINRA

Principal Sanction(s)/ReliefSought:

Other

Other Sanction(s)/ReliefSought:

N/A

Date Initiated: 04/11/2012

Docket/Case Number: 2008015745501

Principal Product Type: Equity Listed (Common & Preferred Stock)

Other Product Type(s):

Allegations: SECTION 12(K)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 AND NASDRULE 2110: FROM SEPTEMBER 23 THROUGH OCTOBER 8, 2008, THE FIRMENGAGED IN NUMEROUS SHORT SALES OF THE COMMON STOCK OF ACOMPANY AT A TIME WHEN SHORT SALES IN THAT SECURITY WEREPROHIBITED BY AN EMERGENCY ORDER OF THE SECURITIES ANDEXCHANGE COMMISSION (THE "COMMISSION") ISSUED ON SEPTEMBER18, 2008 (THE "EMERGENCY ORDER"). WHEN THE COMMISSIONANNOUNCED THE EMERGENCY ORDER, THE FIRM CREATED ASPREADSHEET TO KEEP TRACK OF THE COMPANIES COVERED BY THEORDER. ON SEPTEMBER 21, 2008, THE COMMISSION AMENDED THEEMERGENCY ORDER TO DELEGATE TO NATIONAL SECURITIESEXCHANGES THE AUTHORITY TO ADD OR REMOVE SECURITIES FROM THECOVERAGE OF THE ORDER. ON SEPTEMBER 23, 2008, THE NYSE MADECERTAIN CHANGES TO THE LIST OF STOCKS COVERED BY THEEMERGENCY ORDER, INCLUDING REMOVING THE COMMON STOCK OF ANINVESTMENT BANKING AND ALTERNATIVE ASSET MANAGEMENT FIRM. ONTHE SAME DAY, THE FIRM UPDATED ITS SPREADSHEET TO REFLECT,AMONG OTHERS, THIS CHANGE TO THE EMERGENCY ORDER. IN DOINGSO, HOWEVER, THE TICKER SYMBOL FOR THE COMPANY WASINCORRECTLY REMOVED FROM THE SPREADSHEET RATHER THAN THETICKER SYMBOL FOR THE INVESTMENT BANKING AND ALTERNATIVEASSET MANAGEMENT FIRM. THE NYSE HAD NOT REMOVED THE STOCK OFTHE COMPANY FROM THE EMERGENCY ORDER. AS A RESULT OF THEINCORRECT REMOVAL OF THE COMPANY FROM THE FIRM'SSPREADSHEET, THE FIRM, ENTERED AND EXECUTED SHORT SALEORDERS FOR NUMEROUS OF SHARES OF THE PROHIBITED COMPANYSECURITIES. THESE TRANSACTIONS OCCURRED OVER THE COURSE OFSEVERAL TRADING DAYS AND THROUGH MULTIPLE EXECUTIONS. UPONDISCOVERING THESE FACTS, THE FIRM REPORTED THEM TO FINRA.

Current Status: Final

Resolution Date: 04/11/2012

Resolution: Acceptance, Waiver & Consent(AWC)

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Resolution Date: 04/11/2012

Other Sanctions Ordered:

Sanction Details: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS,THEREFORE THE FIRM IS CENSURED AND FINED $30,000.FINE PAID IN FULL APRIL 16, 2012.

Does the order constitute afinal order based onviolations of any laws orregulations that prohibitfraudulent, manipulative, ordeceptive conduct?

No

Sanctions Ordered: CensureMonetary/Fine $30,000.00

iReporting Source: Firm

Allegations: SECTION 12(K)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 AND NASDRULE 2110: FROM SEPTEMBER 23 THROUGH OCTOBER 8, 2008, THE FIRMENGAGED IN NUMEROUS SHORT SALES OF THE COMMON STOCK OF ACOMPANY AT A TIME WHEN SHORT SALES IN THAT SECURITY WEREPROHIBITED BY AN EMERGENCY ORDER OF THE SECURITIES ANDEXCHANGE COMMISSION (THE "COMMISSION") ISSUED ON SEPTEMBER18, 2008 (THE "EMERGENCY ORDER"). WHEN THE COMMISSIONANNOUNCED THE EMERGENCY ORDER, THE FIRM CREATED ASPREADSHEET TO KEEP TRACK OF THE COMPANIES COVERED BY THEORDER. ON SEPTEMBER 21, 2008, THE COMMISSION AMENDED THEEMERGENCY ORDER TO DELEGATE TO NATIONAL SECURITIESEXCHANGES THE AUTHORITY TO ADD OR REMOVE SECURITIES FROM THECOVERAGE OF THE ORDER. ON SEPTEMBER 23, 2008, THE NYSE MADECERTAIN CHANGES TO THE LIST OF STOCKS COVERED BY THEEMERGENCY ORDER, INCLUDING REMOVING THE COMMON STOCK OF ANINVESTMENT BANKING AND ALTERNATIVE ASSET MANAGEMENT FIRM. ONTHE SAME DAY, THE FIRM UPDATED ITS SPREADSHEET TO REFLECT,AMONG OTHERS, THIS CHANGE TO THE EMERGENCY ORDER. IN DOINGSO, HOWEVER, THE TICKER SYMBOL FOR THE COMPANY WASINCORRECTLY REMOVED FROM THE SPREADSHEET RATHER THAN THETICKER SYMBOL FOR THE INVESTMENT BANKING AND ALTERNATIVEASSET MANAGEMENT FIRM. THE NYSE HAD NOT REMOVED THE STOCK OFTHE COMPANY FROM THE EMERGENCY ORDER. AS A RESULT OF THEINCORRECT REMOVAL OF THE COMPANY FROM THE FIRM'SSPREADSHEET, THE FIRM, ENTERED AND EXECUTED SHORT SALEORDERS FOR NUMEROUS OF SHARES OF THE PROHIBITED COMPANYSECURITIES. THESE TRANSACTIONS OCCURRED OVER THE COURSE OFSEVERAL TRADING DAYS AND THROUGH MULTIPLE EXECUTIONS. UPONDISCOVERING THESE FACTS, THE FIRM REPORTED THEM TO FINRA.

Current Status: Final

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Initiated By: FINRA

Principal Sanction(s)/ReliefSought:

Other

Other Sanction(s)/ReliefSought:

N/A

Date Initiated: 04/11/2012

Docket/Case Number: 2008015745501

Principal Product Type: Equity Listed (Common & Preferred Stock)

Other Product Type(s):

SECTION 12(K)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 AND NASDRULE 2110: FROM SEPTEMBER 23 THROUGH OCTOBER 8, 2008, THE FIRMENGAGED IN NUMEROUS SHORT SALES OF THE COMMON STOCK OF ACOMPANY AT A TIME WHEN SHORT SALES IN THAT SECURITY WEREPROHIBITED BY AN EMERGENCY ORDER OF THE SECURITIES ANDEXCHANGE COMMISSION (THE "COMMISSION") ISSUED ON SEPTEMBER18, 2008 (THE "EMERGENCY ORDER"). WHEN THE COMMISSIONANNOUNCED THE EMERGENCY ORDER, THE FIRM CREATED ASPREADSHEET TO KEEP TRACK OF THE COMPANIES COVERED BY THEORDER. ON SEPTEMBER 21, 2008, THE COMMISSION AMENDED THEEMERGENCY ORDER TO DELEGATE TO NATIONAL SECURITIESEXCHANGES THE AUTHORITY TO ADD OR REMOVE SECURITIES FROM THECOVERAGE OF THE ORDER. ON SEPTEMBER 23, 2008, THE NYSE MADECERTAIN CHANGES TO THE LIST OF STOCKS COVERED BY THEEMERGENCY ORDER, INCLUDING REMOVING THE COMMON STOCK OF ANINVESTMENT BANKING AND ALTERNATIVE ASSET MANAGEMENT FIRM. ONTHE SAME DAY, THE FIRM UPDATED ITS SPREADSHEET TO REFLECT,AMONG OTHERS, THIS CHANGE TO THE EMERGENCY ORDER. IN DOINGSO, HOWEVER, THE TICKER SYMBOL FOR THE COMPANY WASINCORRECTLY REMOVED FROM THE SPREADSHEET RATHER THAN THETICKER SYMBOL FOR THE INVESTMENT BANKING AND ALTERNATIVEASSET MANAGEMENT FIRM. THE NYSE HAD NOT REMOVED THE STOCK OFTHE COMPANY FROM THE EMERGENCY ORDER. AS A RESULT OF THEINCORRECT REMOVAL OF THE COMPANY FROM THE FIRM'SSPREADSHEET, THE FIRM, ENTERED AND EXECUTED SHORT SALEORDERS FOR NUMEROUS OF SHARES OF THE PROHIBITED COMPANYSECURITIES. THESE TRANSACTIONS OCCURRED OVER THE COURSE OFSEVERAL TRADING DAYS AND THROUGH MULTIPLE EXECUTIONS. UPONDISCOVERING THESE FACTS, THE FIRM REPORTED THEM TO FINRA.

Resolution Date: 04/11/2012

Resolution:

Other Sanctions Ordered:

Sanction Details: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS,THEREFORE THE FIRM IS CENSURED AND FINED $30,000.

Sanctions Ordered: CensureMonetary/Fine $30,000.00

Acceptance, Waiver & Consent(AWC)

Disclosure 9 of 134

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Reporting Source: Firm

Initiated By: STATE OF NORTH DAKOTA SECURITIES DEPARTMENT

Allegations: PURSUANT TO N.D.C.C. § 10-04-10.3 AND N.D.A.C. § 73-02-07-01, EVERYBROKERDEALER AND AGENT CONDUCTING BUSINESS IN THIS STATE AREREQUIRED TO MAINTAIN CERTAIN BOOKS AND RECORDS AS DESCRIBEDTHEREIN. A MUTUAL FUND TRANSACTION LETTER SHOULD HAVE BEENCREATED BY OR THROUGH MR. VOLLMERS (A FORMER REGISTEREDREPRESENTATIVE) AND SHOULD HAVE BEEN MAINTAINED BY PIPERJAFFRAY. PIPER JAFFRAY'S FAILURE TO PRODUCE THE REQUIREDMUTUAL FUND TRANSACTION LETTER AS REQUESTED BY THESECURITIES DEPARTMENT CONSTITUTES A VIOLATION OF THESEPROVISIONS.

Current Status: Final

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Initiated By: STATE OF NORTH DAKOTA SECURITIES DEPARTMENT

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

PIPER JAFFRAY, SHALL MAINTAIN ITS BOOKS AND RECORDS INACCORDANCE WITH THE REQUIREMENT OF N.D.C.C. § 10-04-10.3(1) ANDREGULATIONS PROMULGATED BY THE COMMISSIONER THEREUNDER.

Date Initiated: 01/13/2012

Docket/Case Number:

Principal Product Type: Mutual Fund(s)

Other Product Type(s):

Resolution Date: 02/16/2012

Resolution:

Other Sanctions Ordered: PIPER JAFFRAY, SHALL MAINTAIN ITS BOOKS AND RECORDS INACCORDANCE WITH THE REQUIREMENT OF N.D.C.C. § 10-04-10.3(1) ANDREGULATIONS PROMULGATED BY THE COMMISSIONER THEREUNDER.

Sanction Details: $2,000.00 PAID TO THE STATE OF NORTH DAKOTA ON 02/08/2012.

Firm Statement PIPER JAFFRAY & CO. NEITHER ADMITS NOR DENIES THE FACTUALDETERMINATIONS OF THE COMMISSIONER, AS SET FORTH IN THEFOREGOING CONSENT ORDER, BUT IT IS PRECLUDED FROM DENYINGTHOSE DETERMINATIONS IN ANY FORUM, PUBLIC OR OTHERWISE. PIPERJAFFRAY & CO. CONSENTS TO ENTRY OF THE FOREGOING CONSENTORDER BY THE SECURITIES COMMISSIONER AND DOES SO WILLINGLYFOR THE PURPOSE OF RESOLVING THE ISSUES DESCRIBED IN THEFOREGOING CONSENT ORDER.

Sanctions Ordered: Monetary/Fine $2,000.00

Consent

Disclosure 10 of 134

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Reporting Source: Regulator

Allegations: SEC RULES 10B-10, 17A-3, NASD RULE 3110, MSRB RULES G-14, G-14(B)(II) -PIPER JAFFRAY & CO. FAILED TO SHOW THE TERMS AND CONDITIONS ONBROKERAGE ORDER MEMORANDA. THE FIRM FAILED TO PROVIDEWRITTEN NOTIFICATION DISCLOSING TO ITS CUSTOMER THAT THETRANSACTION WAS EXECUTED AT AN AVERAGE PRICE; FAILED TOPROVIDE WRITTEN NOTIFICATION DISCLOSING TO ITS CUSTOMER THAT "FURTHER DETAILS WERE AVAILABLE UPON REQUEST" AS A RESULT OFMULTIPLE COMPENSATION TYPES; AND ON TWO OCCASIONS PROVIDESWRITTEN NOTIFICATION THAT INCORRECTLY DISCLOSED TO ITSCUSTOMER THAT THE TRANSACTION WAS EXECUTED AT AN AVERAGEPRICE. THE FIRM FAILED TO REPORT THE CORRECT TRADE TIME TO THEREAL-TIME TRANSACTION REPORTING SYSTEM (RTRS) IN REPORTS OFTRANSACTIONS IN MUNICIPAL SECURITIES. THE FIRM FAILED TO REPORTINFORMATION REGARDING PURCHASE AND SALE TRANSACTIONSEFFECTED IN MUNICIPAL SECURITIES TO THE RTRS IN THE MANNERPRESCRIBED BY RULE G-14 RTRS PROCEDURES AND THE RTRS USERSMANUAL; THE FIRM FAILED TO REPORT INFORMATION ABOUT SUCHTRANSACTIONS WITHIN 15 MINUTES OF TRADE TIME TO AN RTRS PORTAL.

Current Status: Final

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Initiated By: FINRA

Principal Sanction(s)/ReliefSought:

Other Sanction(s)/ReliefSought:

Date Initiated: 10/21/2011

Docket/Case Number: 2009017013201

Principal Product Type: Debt - Municipal

Other Product Type(s):

SEC RULES 10B-10, 17A-3, NASD RULE 3110, MSRB RULES G-14, G-14(B)(II) -PIPER JAFFRAY & CO. FAILED TO SHOW THE TERMS AND CONDITIONS ONBROKERAGE ORDER MEMORANDA. THE FIRM FAILED TO PROVIDEWRITTEN NOTIFICATION DISCLOSING TO ITS CUSTOMER THAT THETRANSACTION WAS EXECUTED AT AN AVERAGE PRICE; FAILED TOPROVIDE WRITTEN NOTIFICATION DISCLOSING TO ITS CUSTOMER THAT "FURTHER DETAILS WERE AVAILABLE UPON REQUEST" AS A RESULT OFMULTIPLE COMPENSATION TYPES; AND ON TWO OCCASIONS PROVIDESWRITTEN NOTIFICATION THAT INCORRECTLY DISCLOSED TO ITSCUSTOMER THAT THE TRANSACTION WAS EXECUTED AT AN AVERAGEPRICE. THE FIRM FAILED TO REPORT THE CORRECT TRADE TIME TO THEREAL-TIME TRANSACTION REPORTING SYSTEM (RTRS) IN REPORTS OFTRANSACTIONS IN MUNICIPAL SECURITIES. THE FIRM FAILED TO REPORTINFORMATION REGARDING PURCHASE AND SALE TRANSACTIONSEFFECTED IN MUNICIPAL SECURITIES TO THE RTRS IN THE MANNERPRESCRIBED BY RULE G-14 RTRS PROCEDURES AND THE RTRS USERSMANUAL; THE FIRM FAILED TO REPORT INFORMATION ABOUT SUCHTRANSACTIONS WITHIN 15 MINUTES OF TRADE TIME TO AN RTRS PORTAL.

Resolution Date: 10/21/2011

Resolution:

Other Sanctions Ordered:

Sanction Details: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS;THEREFORE, THE FIRM IS CENSURED AND FINED $22,500, $12,500 OFWHICH WAS FOR MSRB RULE VIOLATIONS.

Does the order constitute afinal order based onviolations of any laws orregulations that prohibitfraudulent, manipulative, ordeceptive conduct?

No

Sanctions Ordered: CensureMonetary/Fine $22,500.00

Acceptance, Waiver & Consent(AWC)

iReporting Source: Firm

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Initiated By: FINRA

Principal Sanction(s)/ReliefSought:

Other Sanction(s)/ReliefSought:

Date Initiated: 10/21/2011

Docket/Case Number: 2009017013201

Principal Product Type: Debt - Municipal

Other Product Type(s):

Allegations: SEC RULES 10B-10, 17A-3, NASD RULE 3110, MSRB RULES G-14, G-14(B)(II) -PIPER JAFFRAY & CO. FAILED TO SHOW THE TERMS AND CONDITIONS ONBROKERAGE ORDER MEMORANDA. THE FIRM FAILED TO PROVIDEWRITTEN NOTIFICATION DISCLOSING TO ITS CUSTOMER THAT THETRANSACTION WAS EXECUTED AT AN AVERAGE PRICE; FAILED TOPROVIDE WRITTEN NOTIFICATION DISCLOSING TO ITS CUSTOMER THAT "FURTHER DETAILS WERE AVAILABLE UPON REQUEST" AS A RESULT OFMULTIPLE COMPENSATION TYPES; AND ON TWO OCCASIONS PROVIDESWRITTEN NOTIFICATION THAT INCORRECTLY DISCLOSED TO ITSCUSTOMER THAT THE TRANSACTION WAS EXECUTED AT AN AVERAGEPRICE. THE FIRM FAILED TO REPORT THE CORRECT TRADE TIME TO THEREAL-TIME TRANSACTION REPORTING SYSTEM (RTRS) IN REPORTS OFTRANSACTIONS IN MUNICIPAL SECURITIES. THE FIRM FAILED TO REPORTINFORMATION REGARDING PURCHASE AND SALE TRANSACTIONSEFFECTED IN MUNICIPAL SECURITIES TO THE RTRS IN THE MANNERPRESCRIBED BY RULE G-14 RTRS PROCEDURES AND THE RTRS USERSMANUAL; THE FIRM FAILED TO REPORT INFORMATION ABOUT SUCHTRANSACTIONS WITHIN 15 MINUTES OF TRADE TIME TO AN RTRS PORTAL.

Current Status: Final

Resolution Date: 10/21/2011

Resolution:

Other Sanctions Ordered:

Sanction Details: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS;THEREFORE, THE FIRM IS CENSURED AND FINED $22,500, $12,500 OFWHICH WAS FOR MSRB RULE VIOLATIONS.

Sanctions Ordered: CensureMonetary/Fine $22,500.00

Acceptance, Waiver & Consent(AWC)

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Disclosure 11 of 134

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Reporting Source: Regulator

Initiated By: FINRA

Principal Sanction(s)/ReliefSought:

Other Sanction(s)/ReliefSought:

Date Initiated: 05/24/2010

Docket/Case Number: 2009019779501

Principal Product Type: No Product

Other Product Type(s):

Allegations: SECTION 17(A) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE17A-4 THEREUNDER, FINRA RULE 2010, NASD RULES 2110, 3010 AND3110(A), AND NYSE RULE 351: DURING THE PERIOD NOVEMBER 16, 2002THROUGH AT LEAST DECEMBER 31, 2008, RESPONDENT PIPER JAFFRAY &CO. FAILED TO MAINTAIN ALL ELECTRONIC MAIL COMMUNICATIONS.DURING THE PERIOD APRIL 7, 2003 THROUGH AT LEAST DECEMBER 31,2008, THE FIRM FAILED TO DISCLOSE TO FINRA THAT IT WASEXPERIENCING INTERMITTENT PROBLEMS WITH THE RETENTION AND/ORRETRIEVAL OF ELECTRONIC COMMUNICATIONS WHICH IMPACTED ITSABILITY TO MAKE A COMPLETE PRODUCTION OF ELECTRONICCOMMUNICATIONS RESPONSIVE TO FINRA REQUESTS, THEREBYPOTENTIALLY HINDERING FINRA'S INVESTIGATIONS. DURING THE PERIODNOVEMBER 16, 2002 THROUGH AT LEAST DECEMBER 31, 2008, THE FIRMFAILED TO ESTABLISH AND MAINTAIN APPROPRIATE SYSTEMS ANDPROCEDURES REASONABLY DESIGNED TO ACHIEVE COMPLIANCE WITHTHE REQUIREMENTS OF SEC, NASD AND NYSE RULES, DETECT ANDREMEDY DEFICIENCIES IN ITS EMAIL RETENTION AND REVIEW SYSTEMS,AND PERFORM A SUPERVISORY REVIEW OF ALL REQUIRED EMAILS.DURING THE PERIOD OF APRIL 7, 2003 THROUGH OCTOBER 7, 2008, THEFIRM FAILED TO PROMPTLY REPORT TO THE NEW YORK STOCKEXCHANGE THAT IT VIOLATED PROVISIONS OF SECURITIES LAWS ORREGULATIONS AND/OR RULES OF A SELF-REGULATORY ORGANIZATIONWHICH REQUIRED THE RETENTION OF ELECTRONIC COMMUNICATIONS INTHAT THE FIRM'S SYSTEMS AND PROCEDURES FAILED TO RETAIN ALLELECTRONIC COMMUNICATIONS REQUIRED TO BE RETAINED.

Current Status: Final

Resolution: Acceptance, Waiver & Consent(AWC)48©2018 FINRA. All rights reserved. Report about PIPER JAFFRAY & CO.

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Resolution Date: 05/24/2010

Resolution:

Other Sanctions Ordered:

Sanction Details: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS;THEREFORE, THE FIRM IS CENSURED AND FINED $700,000.

Does the order constitute afinal order based onviolations of any laws orregulations that prohibitfraudulent, manipulative, ordeceptive conduct?

No

Sanctions Ordered: CensureMonetary/Fine $700,000.00

Acceptance, Waiver & Consent(AWC)

iReporting Source: Firm

Allegations: SECTION 17(A) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE17A-4 THEREUNDER, FINRA RULE 2010, NASD RULES 2110, 3010 AND3110(A), AND NYSE RULE 351: DURING THE PERIOD NOVEMBER 16, 2002THROUGH AT LEAST DECEMBER 31, 2008, RESPONDENT PIPER JAFFRAY &CO. FAILED TO MAINTAIN ALL ELECTRONIC MAIL COMMUNICATIONS.DURING THE PERIOD APRIL 7, 2003 THROUGH AT LEAST DECEMBER 31,2008, THE FIRM FAILED TO DISCLOSE TO FINRA THAT IT WASEXPERIENCING INTERMITTENT PROBLEMS WITH THE RETENTION AND/ORRETRIEVAL OF ELECTRONIC COMMUNICATIONS WHICH IMPACTED ITSABILITY TO MAKE A COMPLETE PRODUCTION OF ELECTRONICCOMMUNICATIONS RESPONSIVE TO FINRA REQUESTS, THEREBYPOTENTIALLY HINDERING FINRA'S INVESTIGATIONS. DURING THE PERIODNOVEMBER 16, 2002 THROUGH AT LEAST DECEMBER 31, 2008, THE FIRMFAILED TO ESTABLISH AND MAINTAIN APPROPRIATE SYSTEMS ANDPROCEDURES REASONABLY DESIGNED TO ACHIEVE COMPLIANCE WITHTHE REQUIREMENTS OF SEC, NASD AND NYSE RULES, DETECT ANDREMEDY DEFICIENCIES IN ITS EMAIL RETENTION AND REVIEW SYSTEMS,AND PERFORM A SUPERVISORY REVIEW OF ALL REQUIRED EMAILS.DURING THE PERIOD OF APRIL 7, 2003 THROUGH OCTOBER 7, 2008, THEFIRM FAILED TO PROMPTLY REPORT TO THE NEW YORK STOCKEXCHANGE THAT IT VIOLATED PROVISIONS OF SECURITIES LAWS ORREGULATIONS AND/OR RULES OF A SELF-REGULATORY ORGANIZATIONWHICH REQUIRED THE RETENTION OF ELECTRONIC COMMUNICATIONS INTHAT THE FIRM'S SYSTEMS AND PROCEDURES FAILED TO RETAIN ALLELECTRONIC COMMUNICATIONS REQUIRED TO BE RETAINED.

Current Status: Final

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www.finra.org/brokercheck User Guidance

Initiated By: FINRA

Principal Sanction(s)/ReliefSought:

Censure

Other Sanction(s)/ReliefSought:

MONETARY FINE.

Date Initiated: 05/24/2010

Docket/Case Number: 2009019779501

Principal Product Type: No Product

Other Product Type(s):

SECTION 17(A) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE17A-4 THEREUNDER, FINRA RULE 2010, NASD RULES 2110, 3010 AND3110(A), AND NYSE RULE 351: DURING THE PERIOD NOVEMBER 16, 2002THROUGH AT LEAST DECEMBER 31, 2008, RESPONDENT PIPER JAFFRAY &CO. FAILED TO MAINTAIN ALL ELECTRONIC MAIL COMMUNICATIONS.DURING THE PERIOD APRIL 7, 2003 THROUGH AT LEAST DECEMBER 31,2008, THE FIRM FAILED TO DISCLOSE TO FINRA THAT IT WASEXPERIENCING INTERMITTENT PROBLEMS WITH THE RETENTION AND/ORRETRIEVAL OF ELECTRONIC COMMUNICATIONS WHICH IMPACTED ITSABILITY TO MAKE A COMPLETE PRODUCTION OF ELECTRONICCOMMUNICATIONS RESPONSIVE TO FINRA REQUESTS, THEREBYPOTENTIALLY HINDERING FINRA'S INVESTIGATIONS. DURING THE PERIODNOVEMBER 16, 2002 THROUGH AT LEAST DECEMBER 31, 2008, THE FIRMFAILED TO ESTABLISH AND MAINTAIN APPROPRIATE SYSTEMS ANDPROCEDURES REASONABLY DESIGNED TO ACHIEVE COMPLIANCE WITHTHE REQUIREMENTS OF SEC, NASD AND NYSE RULES, DETECT ANDREMEDY DEFICIENCIES IN ITS EMAIL RETENTION AND REVIEW SYSTEMS,AND PERFORM A SUPERVISORY REVIEW OF ALL REQUIRED EMAILS.DURING THE PERIOD OF APRIL 7, 2003 THROUGH OCTOBER 7, 2008, THEFIRM FAILED TO PROMPTLY REPORT TO THE NEW YORK STOCKEXCHANGE THAT IT VIOLATED PROVISIONS OF SECURITIES LAWS ORREGULATIONS AND/OR RULES OF A SELF-REGULATORY ORGANIZATIONWHICH REQUIRED THE RETENTION OF ELECTRONIC COMMUNICATIONS INTHAT THE FIRM'S SYSTEMS AND PROCEDURES FAILED TO RETAIN ALLELECTRONIC COMMUNICATIONS REQUIRED TO BE RETAINED.

Resolution Date: 05/24/2010

Resolution:

Other Sanctions Ordered:

Sanction Details: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS;THEREFORE, THE FIRM IS CENSURED AND FINED $700,000.

Sanctions Ordered: CensureMonetary/Fine $700,000.00

Acceptance, Waiver & Consent(AWC)

Disclosure 12 of 134

i

Reporting Source: Regulator

Allegations: NASD RULES 2110, 6130(B), 6955(A), MSRB RULE G-14 - PIPER JAFFRAY &CO. FAILED TO ACCEPT OR DECLINE IN THE NASDAQ MARKET CENTERTRANSACTIONS IN REPORTABLE SECURITIES WITHIN 20 MINUTES AFTEREXECUTION THAT THE FIRM HAD AN OBLIGATION TO ACCEPT OR DECLINEAS THE ORDER ENTRY IDENTIFIER. THE FIRM TRANSMITTED TO THEORDER AUDIT TRAIL SYSTEM (OATS) REPORTABLE ORDER EVENTS(ROES) THAT WERE REJECTED BY OATS FOR CONTEXT OR SYNTAXERRORS AND THE FIRM DID NOT REPAIR ANY OF THE REJECTED ROES.THE FIRM FAILED TO REPORT INFORMATION REGARDING PURCHASE ANDSALE TRANSACTIONS EFFECTED IN MUNICIPAL SECURITIES TO THE REAL-TIME TRANSACTION REPORTING SYSTEM (RTRS) IN THE MANNERPRESCRIBED BY RULE G-14 RTRS PROCEDURES AND THE RTRS USERSMANUAL; THE FIRM FAILED TO REPORT INFORMATION ABOUT THETRANSACTIONS WITHIN 15 MINUTES OF TIME OF TRADE TO AN RTRSPORTAL.

Current Status: Final

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Initiated By: FINRA

Principal Sanction(s)/ReliefSought:

Other Sanction(s)/ReliefSought:

Date Initiated: 04/27/2009

Docket/Case Number: 2006004109201

Principal Product Type: Debt - Municipal

Other Product Type(s): REPORTABLE SECURITIES

NASD RULES 2110, 6130(B), 6955(A), MSRB RULE G-14 - PIPER JAFFRAY &CO. FAILED TO ACCEPT OR DECLINE IN THE NASDAQ MARKET CENTERTRANSACTIONS IN REPORTABLE SECURITIES WITHIN 20 MINUTES AFTEREXECUTION THAT THE FIRM HAD AN OBLIGATION TO ACCEPT OR DECLINEAS THE ORDER ENTRY IDENTIFIER. THE FIRM TRANSMITTED TO THEORDER AUDIT TRAIL SYSTEM (OATS) REPORTABLE ORDER EVENTS(ROES) THAT WERE REJECTED BY OATS FOR CONTEXT OR SYNTAXERRORS AND THE FIRM DID NOT REPAIR ANY OF THE REJECTED ROES.THE FIRM FAILED TO REPORT INFORMATION REGARDING PURCHASE ANDSALE TRANSACTIONS EFFECTED IN MUNICIPAL SECURITIES TO THE REAL-TIME TRANSACTION REPORTING SYSTEM (RTRS) IN THE MANNERPRESCRIBED BY RULE G-14 RTRS PROCEDURES AND THE RTRS USERSMANUAL; THE FIRM FAILED TO REPORT INFORMATION ABOUT THETRANSACTIONS WITHIN 15 MINUTES OF TIME OF TRADE TO AN RTRSPORTAL.

Resolution Date: 04/27/2009

Resolution:

Other Sanctions Ordered:

Sanction Details: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS;THEREFORE, THE FIRM IS CENSURED AND FINED $17,500.

Does the order constitute afinal order based onviolations of any laws orregulations that prohibitfraudulent, manipulative, ordeceptive conduct?

No

Sanctions Ordered: CensureMonetary/Fine $17,500.00

Acceptance, Waiver & Consent(AWC)

iReporting Source: Firm

Allegations: NASD RULES 2110, 6130(B), 6955(A), MSRB RULE G-14 - PIPER JAFFRAY &CO. FAILED TO ACCEPT OR DECLINE IN THE NASDAQ MARKET CENTERTRANSACTIONS IN REPORTABLE SECURITIES WITHIN 20 MINUTES AFTEREXECUTION THAT THE FIRM HAD AN OBLIGATION TO ACCEPT OR DECLINEAS THE ORDER ENTRY IDENTIFIER. THE FIRM TRANSMITTED TO THEORDER AUDIT TRAIL SYSTEM (OATS) REPORTABLE ORDER EVENTS THATWERE REJECTED BY OATS FOR CONTEXT OR SYNTAX ERRORS AND THEFIRM DID NOT REPAIR ANY OF THE REJECTED ROES. THE FIRM FAILED TOREPORT INFORMATION REGARDING PURCHASE AND SALETRANSACTIONS EFFECTED IN MUNICIPAL SECURITIES TO THE REAL-TIMETRANSACTION REPORTING SYSTEM (RTRS) IN THE MANNER PRESCRIBEDBY RULE G-14 RTRS PROCEDURES AND THE RTRS USERS MANUAL; THEFIRM FAILED TO REPORT INFORMATION ABOUT THE TRANSACTIONSWITHIN 15 MINUTES OF TIME OF TRADE TO AN RTRS PORTAL.

Current Status: Final

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www.finra.org/brokercheck User Guidance

Initiated By: FINRA

Principal Sanction(s)/ReliefSought:

Other Sanction(s)/ReliefSought:

Date Initiated: 04/27/2009

Docket/Case Number: 2006004109201

Principal Product Type: Debt - Municipal

Other Product Type(s): REPORTABLE SECURITIES

NASD RULES 2110, 6130(B), 6955(A), MSRB RULE G-14 - PIPER JAFFRAY &CO. FAILED TO ACCEPT OR DECLINE IN THE NASDAQ MARKET CENTERTRANSACTIONS IN REPORTABLE SECURITIES WITHIN 20 MINUTES AFTEREXECUTION THAT THE FIRM HAD AN OBLIGATION TO ACCEPT OR DECLINEAS THE ORDER ENTRY IDENTIFIER. THE FIRM TRANSMITTED TO THEORDER AUDIT TRAIL SYSTEM (OATS) REPORTABLE ORDER EVENTS THATWERE REJECTED BY OATS FOR CONTEXT OR SYNTAX ERRORS AND THEFIRM DID NOT REPAIR ANY OF THE REJECTED ROES. THE FIRM FAILED TOREPORT INFORMATION REGARDING PURCHASE AND SALETRANSACTIONS EFFECTED IN MUNICIPAL SECURITIES TO THE REAL-TIMETRANSACTION REPORTING SYSTEM (RTRS) IN THE MANNER PRESCRIBEDBY RULE G-14 RTRS PROCEDURES AND THE RTRS USERS MANUAL; THEFIRM FAILED TO REPORT INFORMATION ABOUT THE TRANSACTIONSWITHIN 15 MINUTES OF TIME OF TRADE TO AN RTRS PORTAL.

Resolution Date: 04/27/2009

Resolution:

Other Sanctions Ordered:

Sanction Details: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS;THEREFORE, THE FIRM IS CENSURED AND FINED $17,500.

Sanctions Ordered: CensureMonetary/Fine $17,500.00

Acceptance, Waiver & Consent(AWC)

Disclosure 13 of 134

i

Reporting Source: Regulator

Allegations: SEC RULE 17A-3, NASD RULES 2110, 2320, 3010, 3110, 6230(C)(2), 6230(C)(8)- PIPER JAFFRAY & CO., IN ITS FIXED INCOME AREA, GENERALLY FAILEDTO SHOW THE CORRECT TIME OF EXECUTION ON BROKERAGE ORDERMEMORANDA. THE FIRM FAILED TO SHOW THE TIME OF ENTRY FORORDERS THAT RESULTED IN EXECUTIONS ON BROKERAGE ORDERMEMORANDA AND FAILED TO CREATE AND MAINTAIN BROKERAGE ORDERMEMORANDA FOR ORDERS THAT DID NOT RESULT IN EXECUTIONS. THEFIRM GENERALLY FAILED TO REPORT TO THE TRADE REPORTING ANDCOMPLIANCE ENGINE (TRACE)THE CORRECT TIME OF TRADE EXECUTIONFOR TRANSACTIONS IN TRACE-ELIGIBLE SECURITIES AND GENERALLYFAILED TO REPORT TO TRACE THE CORRECT NUMBER OF BONDS WHENTHE BONDS HAD A FACTOR OTHER THAN ONE FOR TRANSACTIONS INTRACE-ELIGIBLE SECURITIES. THE FIRM'S SUPERVISORY SYSTEM DIDNOT PROVIDE FOR SUPERVISION REASONABLY DESIGNED TO ACHIEVECOMPLIANCE WITH APPLICABLE SECURITIES LAWS, REGULATIONS ANDNASD RULES CONCERNING RECORDKEEPING AND TRACE TRADEREPORTING. IN TRANSACTIONS FOR OR WITH CUSTOMERS, THE FIRMFAILED TO USE REASONABLE DILIGENCE TO ASCERTAIN THE BEST INTER-DEALER MARKET AND FAILED TO BUY OR SELL IN SUCH MARKET SO THATTHE RESULTANT PRICE TO ITS CUSTOMERS WAS AS FAVORABLE ASPOSSIBLE UNDER PREVAILING MARKET CONDITIONS.

Current Status: Final

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www.finra.org/brokercheck User Guidance

Initiated By: FINRA

Principal Sanction(s)/ReliefSought:

Other Sanction(s)/ReliefSought:

Date Initiated: 09/24/2008

Docket/Case Number: 2005000167502

Principal Product Type: Debt - Corporate

Other Product Type(s):

SEC RULE 17A-3, NASD RULES 2110, 2320, 3010, 3110, 6230(C)(2), 6230(C)(8)- PIPER JAFFRAY & CO., IN ITS FIXED INCOME AREA, GENERALLY FAILEDTO SHOW THE CORRECT TIME OF EXECUTION ON BROKERAGE ORDERMEMORANDA. THE FIRM FAILED TO SHOW THE TIME OF ENTRY FORORDERS THAT RESULTED IN EXECUTIONS ON BROKERAGE ORDERMEMORANDA AND FAILED TO CREATE AND MAINTAIN BROKERAGE ORDERMEMORANDA FOR ORDERS THAT DID NOT RESULT IN EXECUTIONS. THEFIRM GENERALLY FAILED TO REPORT TO THE TRADE REPORTING ANDCOMPLIANCE ENGINE (TRACE)THE CORRECT TIME OF TRADE EXECUTIONFOR TRANSACTIONS IN TRACE-ELIGIBLE SECURITIES AND GENERALLYFAILED TO REPORT TO TRACE THE CORRECT NUMBER OF BONDS WHENTHE BONDS HAD A FACTOR OTHER THAN ONE FOR TRANSACTIONS INTRACE-ELIGIBLE SECURITIES. THE FIRM'S SUPERVISORY SYSTEM DIDNOT PROVIDE FOR SUPERVISION REASONABLY DESIGNED TO ACHIEVECOMPLIANCE WITH APPLICABLE SECURITIES LAWS, REGULATIONS ANDNASD RULES CONCERNING RECORDKEEPING AND TRACE TRADEREPORTING. IN TRANSACTIONS FOR OR WITH CUSTOMERS, THE FIRMFAILED TO USE REASONABLE DILIGENCE TO ASCERTAIN THE BEST INTER-DEALER MARKET AND FAILED TO BUY OR SELL IN SUCH MARKET SO THATTHE RESULTANT PRICE TO ITS CUSTOMERS WAS AS FAVORABLE ASPOSSIBLE UNDER PREVAILING MARKET CONDITIONS.

Resolution Date: 09/24/2008

Resolution:

Other Sanctions Ordered: UNDERTAKING

Sanction Details: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS;THEREFORE, THE FIRM IS CENSURED, FINED $167,500 AND REQUIRED TOREVISE ITS WRITTEN SUPERVISORY PROCEDURES REGARDINGRECORDKEEPING AND TRACE TRADE REPORTING WITHIN 30 BUSINESSDAYS OF ACCEPTANCE OF THIS AWC BY THE NAC. THE FIRM IS ALSOORDERED TO PAY $6,758.78, PLUS INTEREST, IN RESTITUTION TOINVESTORS. A REGISTERED PRINCIPAL OF THE FIRM SHALL SUBMITSATISFACTORY PROOF OF PAYMENT OF THE RESTITUTION, OR OFREASONABLE AND DOCUMENTED EFFORTS UNDERTAKEN TO EFFECTRESTITUTION, NO LATER THAN 120 DAYS AFTER ACCEPTANCE OF THISAWC. ANY UNDISTRIBUTED RESTITUTION AND INTEREST SHALL BEFORWARDED TO THE APPROPRIATE ESCHEAT, UNCLAIMED PROPERTY ORABANDONED PROPERTY FUND FOR THE STATE IN WHICH THE CUSTOMERLAST RESIDED.

Does the order constitute afinal order based onviolations of any laws orregulations that prohibitfraudulent, manipulative, ordeceptive conduct?

No

Sanctions Ordered: CensureMonetary/Fine $167,500.00Disgorgement/Restitution

Acceptance, Waiver & Consent(AWC)

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www.finra.org/brokercheck User GuidanceWITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS;THEREFORE, THE FIRM IS CENSURED, FINED $167,500 AND REQUIRED TOREVISE ITS WRITTEN SUPERVISORY PROCEDURES REGARDINGRECORDKEEPING AND TRACE TRADE REPORTING WITHIN 30 BUSINESSDAYS OF ACCEPTANCE OF THIS AWC BY THE NAC. THE FIRM IS ALSOORDERED TO PAY $6,758.78, PLUS INTEREST, IN RESTITUTION TOINVESTORS. A REGISTERED PRINCIPAL OF THE FIRM SHALL SUBMITSATISFACTORY PROOF OF PAYMENT OF THE RESTITUTION, OR OFREASONABLE AND DOCUMENTED EFFORTS UNDERTAKEN TO EFFECTRESTITUTION, NO LATER THAN 120 DAYS AFTER ACCEPTANCE OF THISAWC. ANY UNDISTRIBUTED RESTITUTION AND INTEREST SHALL BEFORWARDED TO THE APPROPRIATE ESCHEAT, UNCLAIMED PROPERTY ORABANDONED PROPERTY FUND FOR THE STATE IN WHICH THE CUSTOMERLAST RESIDED.

iReporting Source: Firm

Initiated By: FINRA

Principal Sanction(s)/ReliefSought:

Date Initiated: 09/24/2008

Docket/Case Number: 2005000167502

Principal Product Type: Debt - Corporate

Other Product Type(s):

Allegations: SEC RULE 17A-3, NASD RULES 2110,2320,3010,3110,6230(C)(2), 6230(C)(8) --PIPER JAFFRAY & CO., IN ITS FIXED INCOME AREA, GENERALLY FAILED TOSHOW THE CORRECT TIME OF EXECUTION ON BROKERAGE ORDERMEMORANDA. THE FIRM FAILED TO SHOW THE TIME OF ENTRY THATRESULTED IN EXECUTIONS ON BROKERAGE ORDER MEMORANDA ANDFAILED TO CREATE AND MAINTAIN BROKERAGE ORDER MEMORANDA FORORDERS THAT DID NOT RESULT IN EXECUTIONS. THE FIRM GENERALLYFAILED TO REPORT TO THE TRADE REPORTING AND COMPLIANCE ENGINE(TRACE) THE CORRECT TIME OF TRADE EXECUTION FOR TRANSACTIONSIN TRACE-ELIGIBLE SECURITIES AND GENERALLY FAILED TO REPORT TOTRACE THE CORRECT NUMBER OF BONDS WHEN THE BONDS HAD AFACTOR OTHER THAN ONE FOR TRANSACTIONS IN TRACE-ELIGIBLESECURITIES. THE FIRM'S SUPERVISORY SYSTEM DID NOT PROVIDE FORSUPERVISION REASONABLY DESIGNED TO ACHIEVE COMPLIANCE WITHAPPLICABLE SECURITIES LAWS, REGULATIONS AND NASD RULESCONCERNING RECORDKEEPING AND TRACE TRADE REPORTING. INTRANSACTIONS FOR OR WITH CUSTOMERS, THE FIRM FAILED TO USEREASONABLE DILIGENCE TO ASCERTAIN THE BEST INTER-DEALERMARKET AND FAILED TO BUY OR SELL IN SUCH MARKET SO THAT THERESULTANT PRICE TO ITS CUSTOMERS WAS AS FAVORABLE AS POSSIBLEUNDER PREVAILING MARKET CONDITIONS.

Current Status: Final

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Principal Sanction(s)/ReliefSought:

Other Sanction(s)/ReliefSought:

Resolution Date: 09/24/2008

Resolution:

Other Sanctions Ordered: UNDERTAKING

Sanction Details: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS;THEREFORE, THE FIRM IS CENSURED, FINED $167,500.00 AND REQUIREDTO REVISE ITS WRITTEN SUPERVISORY PROCEDURES REGARDINGRECORDKEEPING AND TRACE TRADE REPORTING WITHIN 30 BUSINESSDAYS OF ACCEPTANCE OF THIS AWC BY THE NAC. THE FIRM IS ALSOORDERED TO PAY $6,758.78 PLUS INTEREST, IN RESTITUTION TOINVESTORS. A REGISTERED PRINCIPAL OF THE FIRM SHALL SUBMITSATISFACTORY PROOF OF PAYMENT OF THE RESTITUTION, OR OFREASONABLE AND DOCUMENTED EFFORTS UNDERTAKEN TO EFFECTRESTITUTION, NO LATER THAN 120 DAYS AFTER ACCEPTANCE OF THISAWC. ANY UNDISTRIBUTED RESTITUTION AND INTEREST SHALL BEFORWARDED TO THE APPROPRIATE ESCHEAT, UNCLAIMED PROPERTY ORABANDONED PROPERTY FUND FOR THE STATE IN WHICH THE CUSTOMERLAST RESIDED.

Sanctions Ordered: CensureMonetary/Fine $167,500.00Disgorgement/Restitution

Acceptance, Waiver & Consent(AWC)

Disclosure 14 of 134

i

Reporting Source: Regulator

Initiated By: FINRA

Principal Sanction(s)/ReliefSought:

Date Initiated: 08/18/2008

Docket/Case Number: 20050017474-01

Principal Product Type: Other

Other Product Type(s): UNKNOWN TYPE OF SECURITIES

Allegations: NASD RULE 6130 - PIPER JAFFRAY & CO. EFFECTED CUSTOMER SHORTSALE TRANSACTIONS AND FAILED TO REPORT THE TRANSACTIONS TOTHE NASDAQ MARKET CENTER WITH A SHORT SALE MODIFIER.

Current Status: Final

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www.finra.org/brokercheck User Guidance

Principal Sanction(s)/ReliefSought:

Other Sanction(s)/ReliefSought:

Resolution Date: 08/18/2008

Resolution:

Other Sanctions Ordered:

Sanction Details: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS;THEREFORE, THE FIRM IS CENSURED AND FINED $7,500.

Does the order constitute afinal order based onviolations of any laws orregulations that prohibitfraudulent, manipulative, ordeceptive conduct?

No

Sanctions Ordered: CensureMonetary/Fine $7,500.00

Acceptance, Waiver & Consent(AWC)

iReporting Source: Firm

Initiated By: FINRA

Principal Sanction(s)/ReliefSought:

Other Sanction(s)/ReliefSought:

Date Initiated: 08/18/2008

Docket/Case Number: 20050017474-01

Principal Product Type: Equity - OTC

Other Product Type(s):

Allegations: NASD RULE 6130 - PIPER JAFFRAY & CO. EFFECTED CUSTOMER SHORTSALE TRANSACTIONS AND FAILED TO REPORT TO THE NASDAQ MARKETCENTER WITH A SHORT SALE MODIFIER.

Current Status: Final

Resolution Date: 08/18/2008

Resolution: Acceptance, Waiver & Consent(AWC)

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Resolution Date: 08/18/2008

Other Sanctions Ordered:

Sanction Details: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS;THEREFORE THE FIRM IS CENSURED AND FINED $7,500.00

Sanctions Ordered: CensureMonetary/Fine $7,500.00

Disclosure 15 of 134

i

Reporting Source: Regulator

Initiated By: FINRA

Principal Sanction(s)/ReliefSought:

Other Sanction(s)/ReliefSought:

Date Initiated: 06/13/2008

Docket/Case Number: 2007007125401

Principal Product Type: Other

Other Product Type(s): MUNICIPAL SECURITIES

Allegations: MSRB RULE G-36 - IN CONNECTION WITH OFFERINGS OF MUNICIPALSECURITIES, RESPONDENT FAILED TO SUBMIT G-36 FORMS WITH THEMSRB IN A TIMELY MANNER.

Current Status: Final

Resolution Date: 06/13/2008

Resolution:

Other Sanctions Ordered:

Sanction Details: WITHOUT ADMITTING OR DENYING THE FINDINGS, PIPER JAFFRAY & CO.,CONSENTED TO THE DESCRIBED SANCTIONS AND TO THE ENTRY OFFINDINGS, THEREFORE, THE FIRM IS CENSURED AND FINED $10,000.

Does the order constitute afinal order based onviolations of any laws orregulations that prohibitfraudulent, manipulative, ordeceptive conduct?

No

Sanctions Ordered: CensureMonetary/Fine $10,000.00

Acceptance, Waiver & Consent(AWC)

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Sanction Details: WITHOUT ADMITTING OR DENYING THE FINDINGS, PIPER JAFFRAY & CO.,CONSENTED TO THE DESCRIBED SANCTIONS AND TO THE ENTRY OFFINDINGS, THEREFORE, THE FIRM IS CENSURED AND FINED $10,000.

iReporting Source: Firm

Initiated By: FINRA

Principal Sanction(s)/ReliefSought:

Other Sanction(s)/ReliefSought:

Date Initiated: 06/13/2008

Docket/Case Number: 20070071254-01

Principal Product Type: Other

Other Product Type(s): MUNICIPAL SECURITIES

Allegations: MSRB RULE G-36 -- IN CONNECTION WITH OFFERINGS OF MUNICIPALSECURITIES, RESPONDENT FAILED TO SUBMIT G-36 FORMS WITH THEMSRB IN A TIMELY MANNER.

Current Status: Final

Resolution Date: 06/13/2008

Resolution:

Other Sanctions Ordered:

Sanction Details: WITHOUT ADMITTING OR DENYING THE FINDINGS, PIPER JAFFRAY & CO.,CONSENTED TO THE DESCRIBED SANCTIONS AND TO THE ENTRY OFFINDINGS, THEREFORE, THE FIRM IS CENSURED AND FINED $10,000.00.

Sanctions Ordered: CensureMonetary/Fine $10,000.00

Acceptance, Waiver & Consent(AWC)

Disclosure 16 of 134

i

Reporting Source: Regulator

Allegations: MSRB RULES G-27, G-37(B) - A MUNICIPAL FINANCE PROFESSIONAL WITHPIPER JAFFRAY & CO. MADE POLITICAL CONTRIBUTIONS TO A STATEOFFICIAL AND THE FIRM ENGAGED IN MUNICIPAL SECURITIES BUSINESSWITH AGENCIES OVER WHICH THE OFFICIAL HAD AUTHORITY BY ACTINGAS AN UNDERWRITER OF MUNICIPAL SECURITIES OFFERED BY THEAGENCIES WITHIN TWO YEARS OF THE POLITICAL CONTRIBUTIONS INVIOLATION OF MSRB RULE G-37(B). THE FIRM FAILED TO HAVE AREASONABLE SUPERVISORY SYSTEM TO ADEQUATELY MONITOR THEPOLITICAL CONTRIBUTIONS OF ITS MUNICIPAL FINANCE PROFESSIONALSTO ENSURE COMPLIANCE WITH MSRB RULES.

Current Status: Final

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www.finra.org/brokercheck User Guidance

Initiated By: FINRA

Principal Sanction(s)/ReliefSought:

Other Sanction(s)/ReliefSought:

Date Initiated: 03/14/2008

Docket/Case Number: E042005008101

Principal Product Type: Debt - Municipal

Other Product Type(s):

MSRB RULES G-27, G-37(B) - A MUNICIPAL FINANCE PROFESSIONAL WITHPIPER JAFFRAY & CO. MADE POLITICAL CONTRIBUTIONS TO A STATEOFFICIAL AND THE FIRM ENGAGED IN MUNICIPAL SECURITIES BUSINESSWITH AGENCIES OVER WHICH THE OFFICIAL HAD AUTHORITY BY ACTINGAS AN UNDERWRITER OF MUNICIPAL SECURITIES OFFERED BY THEAGENCIES WITHIN TWO YEARS OF THE POLITICAL CONTRIBUTIONS INVIOLATION OF MSRB RULE G-37(B). THE FIRM FAILED TO HAVE AREASONABLE SUPERVISORY SYSTEM TO ADEQUATELY MONITOR THEPOLITICAL CONTRIBUTIONS OF ITS MUNICIPAL FINANCE PROFESSIONALSTO ENSURE COMPLIANCE WITH MSRB RULES.

Resolution Date: 03/14/2008

Resolution:

Other Sanctions Ordered:

Sanction Details: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE DESCEIBED SANCTIONS AND TO THE ENTRY OF FINDINGS;THEREFORE, THE FIRM IS CENSURED, FINED $25,000 AND ORDERED TODISGORGE PROFITS OF $260,157.89 FOR THE PROHIBITED MUNICIPALUNDERWRITINGS IN WHICH THE FIRM ENGAGED DURING THE TWO-YEARPERIOD PRESCRIBED BY MSRB RULE G-37(B).

Does the order constitute afinal order based onviolations of any laws orregulations that prohibitfraudulent, manipulative, ordeceptive conduct?

No

Sanctions Ordered: CensureMonetary/Fine $25,000.00Disgorgement/Restitution

Acceptance, Waiver & Consent(AWC)

iReporting Source: Firm

Allegations: MSRB RULES G-27, G-37(B) - A MUNICIPAL FINANCE PROFESSIONAL WITHPIPER JAFFRAY & CO. MADE POLITICAL CONTRIBUTIONS TO A STATEOFFICIAL AND THE FIRM ENGAGED IN MUNICIPAL SECURITIES BUSINESSWITH AGENCIES OVER WHICH THE OFFICIAL HAD AUTHORITY BY ACTINGAS AN UNDERWRITER OF MUNICIPAL SECURITIES OFFERED BY THEAGENCIES WITHIN TWO YEARS OF THE POLITICAL CONTRIBUTIONS INVIOLATION OF MSRB G-37(B). THE FIRM FAILED TO HAVE A REASONABLESUPERVISORY SYSTEM TO ADEQUATELY MONITOR THE POLITICALCONTRIBUTIONS OF ITS MUNICIPAL FINANCE PROFESSIONALS TOENSURE COMPLIANCE WITH MSRB RULES.

Current Status: Final

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www.finra.org/brokercheck User Guidance

Initiated By: FINRA

Principal Sanction(s)/ReliefSought:

Other Sanction(s)/ReliefSought:

Date Initiated: 03/14/2008

Docket/Case Number: E0420050081-01

Principal Product Type: Debt - Municipal

Other Product Type(s):

Allegations: MSRB RULES G-27, G-37(B) - A MUNICIPAL FINANCE PROFESSIONAL WITHPIPER JAFFRAY & CO. MADE POLITICAL CONTRIBUTIONS TO A STATEOFFICIAL AND THE FIRM ENGAGED IN MUNICIPAL SECURITIES BUSINESSWITH AGENCIES OVER WHICH THE OFFICIAL HAD AUTHORITY BY ACTINGAS AN UNDERWRITER OF MUNICIPAL SECURITIES OFFERED BY THEAGENCIES WITHIN TWO YEARS OF THE POLITICAL CONTRIBUTIONS INVIOLATION OF MSRB G-37(B). THE FIRM FAILED TO HAVE A REASONABLESUPERVISORY SYSTEM TO ADEQUATELY MONITOR THE POLITICALCONTRIBUTIONS OF ITS MUNICIPAL FINANCE PROFESSIONALS TOENSURE COMPLIANCE WITH MSRB RULES.

Resolution Date: 03/14/2008

Resolution:

Other Sanctions Ordered:

Sanction Details: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS;THEREFORE, THE FIRM IS CENSURED, FINED $25,000 AND ORDERED TODISGORGE PROFITS OF $260,157.89 FOR THE PROHIBITED MUNICIPALUNDERWRITINGS IN WHICH THE FIRM ENGAGED DURING THE TWO-YEARPERIOD PRESCRIBED BY MSRB G-37(B).

Sanctions Ordered: CensureMonetary/Fine $25,000.00Disgorgement/Restitution

Acceptance, Waiver & Consent(AWC)

Disclosure 17 of 134

i

Reporting Source: Regulator

Allegations: NASD RULES 2110, 3010, 3310 - PIPER JAFFRAY & CO.'S AGGREGATETRADE VOLUME (BUY AND SELL) FOR EQUITY SECURITIES ADVERTISED INPRIVATE SERVICE PROVIDERS FOR ONE MONTH SUBSTANTIALLYEXCEEDED THE FIRM'S EXECUTED TRADE VOLUME FOR THE SAMESECURITIES. THE FIRM FAILED TO DETERMINE WHETHER THE TRADEVOLUME THAT IT ADVERTISED IN THESE SERVICES ACCURATELYREFLECTED ITS EXECUTED TRADE VOLUME. THE FIRM'S SUPERVISORYSYSTEM DID NOT PROVIDE FOR SUPERVISION REASONABLY DESIGNEDTO ACHIEVE COMPLIANCE WITH APPLICABLE SECURITIES LAWS,REGULATIONS AND NASD RULES CONCERNING NASD RULE 3310 - THEIDENTIFICATION OF THE PERSON(S) RESPONSIBLE FOR SUPERVISIONWITH RESPECT TO THE ADVERTISED TRADE VOLUME ON SUBSCRIBERSERVICES AND APPLICABLE RULES. THE FIRM DID NOT SUPERVISE THETRADE VOLUME THAT IT ADVERTISED IN THESE SYSTEMS.

Current Status: Final

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www.finra.org/brokercheck User Guidance

Initiated By: FINRA

Principal Sanction(s)/ReliefSought:

Other Sanction(s)/ReliefSought:

Date Initiated: 12/18/2007

Docket/Case Number: 2006006755701

Principal Product Type: Equity Listed (Common & Preferred Stock)

Other Product Type(s):

Allegations: NASD RULES 2110, 3010, 3310 - PIPER JAFFRAY & CO.'S AGGREGATETRADE VOLUME (BUY AND SELL) FOR EQUITY SECURITIES ADVERTISED INPRIVATE SERVICE PROVIDERS FOR ONE MONTH SUBSTANTIALLYEXCEEDED THE FIRM'S EXECUTED TRADE VOLUME FOR THE SAMESECURITIES. THE FIRM FAILED TO DETERMINE WHETHER THE TRADEVOLUME THAT IT ADVERTISED IN THESE SERVICES ACCURATELYREFLECTED ITS EXECUTED TRADE VOLUME. THE FIRM'S SUPERVISORYSYSTEM DID NOT PROVIDE FOR SUPERVISION REASONABLY DESIGNEDTO ACHIEVE COMPLIANCE WITH APPLICABLE SECURITIES LAWS,REGULATIONS AND NASD RULES CONCERNING NASD RULE 3310 - THEIDENTIFICATION OF THE PERSON(S) RESPONSIBLE FOR SUPERVISIONWITH RESPECT TO THE ADVERTISED TRADE VOLUME ON SUBSCRIBERSERVICES AND APPLICABLE RULES. THE FIRM DID NOT SUPERVISE THETRADE VOLUME THAT IT ADVERTISED IN THESE SYSTEMS.

Resolution Date: 12/18/2007

Resolution:

Other Sanctions Ordered:

Sanction Details: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS;THEREFORE, THE FIRM IS CENSURED AND FINED $100,000.

Does the order constitute afinal order based onviolations of any laws orregulations that prohibitfraudulent, manipulative, ordeceptive conduct?

No

Sanctions Ordered: CensureMonetary/Fine $100,000.00

Acceptance, Waiver & Consent(AWC)

iReporting Source:

61©2018 FINRA. All rights reserved. Report about PIPER JAFFRAY & CO.

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www.finra.org/brokercheck User Guidance

Reporting Source: Firm

Initiated By: FINRA

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

CENSURE

Date Initiated: 12/18/2007

Docket/Case Number: 20060067557-01

Principal Product Type: Equity Listed (Common & Preferred Stock)

Other Product Type(s):

Allegations: NASD RULES 2110, 3010, 3310 - PIPER JAFFRAY & CO.'S AGGREGATETRADE VOLUME (BUY AND SELL) FOR EQUITY SECURITIES ADVERTISED INPRIVATE SERVICE PROVIDERS FOR ONE MONTH SUBSTANTIALLYEXCEEDED THE FIRM'S EXECUTED TRADE VOLUME FOR THE SAMESECURITIES. THE FIRM FAILED TO DETERMINE WHETHER THE TRADEVOLUME THAT IT ADVERTISED IN THESE SERVICES ACCURATELYREFLECTED ITS EXECUTED TRADE VOLUME. THE FIRM'S SUPERVISORYSYSTEM DID NOT PROVIDE FOR SUPERVISION REASONABLY DESIGNEDTO ACHIEVE COMPLIANCE WITH APPLICABLE SECURITIES LAWS,REGULATIONS AND NASD RULES CONCERNING NASD RULE 3310-THEIDENTIFICATION OF THE PERSON(S) RESPONSBILE FOR SUPERVISIONWITH RESPECT TO THE ADVERTISED TRADE VOLUME ON SUBSCRIBERSERVICES AND APPLICABLE RULES. THE FIRM DID NOT SUPERVISE THETRADE VOLUME THAT IT ADVERTISED IN THESE SYSTEMS.

Current Status: Final

Resolution Date: 12/18/2007

Resolution:

Other Sanctions Ordered:

Sanction Details: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS;THEREFORE THE FIRM IS CENSURED AND FINED $100,000. FINE WAS PAIDON DECEMBER 27, 2007.

Sanctions Ordered: CensureMonetary/Fine $100,000.00

Acceptance, Waiver & Consent(AWC)

Disclosure 18 of 134

i

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www.finra.org/brokercheck User Guidance

Reporting Source: Regulator

Initiated By: NASD

Principal Sanction(s)/ReliefSought:

Other Sanction(s)/ReliefSought:

Date Initiated: 07/11/2007

Docket/Case Number: 20050009139-02

Principal Product Type: No Product

Other Product Type(s):

Allegations: SEC RULE 604 OF REGULATION NMS - RESPONDENT FIRM FAILED TODISPLAY IMMEDIATELY CUSTOMER LIMIT ORDERS IN NASDAQ SECURITIESIN ITS PUBLIC QUOTATION, WHEN EACH SUCH ORDER WAS AT A PRICETHAT WOULD HAVE IMPROVED THE FIRM'S BID OR OFFER IN EACH SUCHSECURITY OR WHEN THE ORDER WAS PRICED EQUAL TO THE FIRM'S BIDOR OFFER AND THE NATIONAL BEST BID OR OFFER FOR EACH SUCHSECURITY AND THE SIZE OF THE ORDER REPRESENTED MORE THAN A DEMINIMIS CHANGE IN RELATION TO THE SIZE ASSOCIATED WITH THE FIRM'SBID OR OFFER IN EACH SECURITY.

Current Status: Final

Resolution Date: 07/11/2007

Resolution:

Other Sanctions Ordered:

Sanction Details: WITHOUT ADMITTING OR DENYING THE FINDINGS, PIPER JAFFRAY & CO.,CONSENTED TO THE DESCRIBED SANCTION AND TO THE ENTRY OFFINDINGS, THEREFORE, THE FIRM IS FINED $5,000.

Does the order constitute afinal order based onviolations of any laws orregulations that prohibitfraudulent, manipulative, ordeceptive conduct?

No

Sanctions Ordered: Monetary/Fine $5,000.00

Acceptance, Waiver & Consent(AWC)

iReporting Source: Firm

63©2018 FINRA. All rights reserved. Report about PIPER JAFFRAY & CO.

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www.finra.org/brokercheck User Guidance

Initiated By: NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC.

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

Date Initiated: 07/11/2007

Docket/Case Number: 20050009139-02

Principal Product Type: No Product

Other Product Type(s):

Allegations: SEC RULE 604 OF REGULATION NMS - ALLEGES PIPER JAFFRAY & CO.FAILED TO DISPLAY IMMEDIATELY CUSTOMER LIMIT ORDERS IN NASDAQSECURITIES IN ITS PUBLIC QUOTATION, WHEN EACH SUCH ORDER WAS ATA PRICE THAT WOULD HAVE IMPROVED THE FIRM'S BID OR OFFER INEACH SUCH SECURITY OR WHEN THE ORDER WAS PRICED EQUAL TO THEFIRM'S BID OR OFFER AND THE NATIONAL BEST BID OR OFFER FOR EACHSUCH SECURITY AND THE SIZE OF THE ORDER REPRESENTED MORETHAN A DE MINIMIS CHANGE IN RELATION TO THE SIZE ASSOCIATED WITHTHE FIRM'S BID OR OFFER IN EACH SECURITY.

Current Status: Final

Resolution Date: 07/11/2007

Resolution:

Other Sanctions Ordered:

Sanction Details: WITHOUT ADMITTING OR DENYING THE FINDINGS, PIPER JAFFRAY & CO.CONSENTED TO THE DESCRIBED SANCTION AND TO THE ENTRY OFFINDINGS, THEREFORE, THE FIRM IS FINED $5,000.

Sanctions Ordered: Monetary/Fine $5,000.00

Acceptance, Waiver & Consent(AWC)

Disclosure 19 of 134

i

Reporting Source: Regulator

Allegations: **5/4/07** STIPULATION OF FACTS AND CONSENT TO PENALTY FILED BYTHE NYSE REGULATION'S DIVISION OF ENFORCEMENT AND PENDING.CONSENTED TO FINDINGS: 1.VIOLATED RULE 203(B)(1) OF REGULATIONSHO IN THAT THE FIRM, ON ONE OR MORE OCCASIONS, EFFECTED SHORTSALE ORDERS IN SECURITIES WITHOUT HAVING BORROWED THESECURITY, WITHOUT ENTERING INTO AN ARRANGEMENT TO BORROW THESECURITY OR WITHOUT HAVING REASONABLE GROUNDS TO BELIEVETHAT THE SECURITIES COULD BE BORROWED. 2.VIOLATED RULE 200(G)OF REGULATION SHO IN THAT, ON ONE OR MORE OCCASIONS, IT FAILEDTO MARK CERTAIN SHORT SELL ORDERS AS "SHORT EXEMPT."3.VIOLATEDRULE 203(B)(3)(1) OF REGULATION SHO IN THAT, ON ONE OR MOREOCCASIONS, IT FAILED TO TIMELY CLOSE OUT FAIL TO DELIVERPOSITIONS IN THRESHOLD SECURITIES BY PURCHASING SECURITIES OFA LIKE KIND AND QUANTITY. 4.VIOLATED SECTION 15(C) OF THEEXCHANGE ACT AND EXCHANGE ACT RULE 15C3-3, AS INTERPRETED BY15C3-3(C)(1)/07, IN THAT, ON ONE OR MORE OCCASIONS, IT INACCURATELYTREATED NON-SETTLED, NON-DELIVERED SECURITIES AS IF IN ITSPOSSESSION AND CONTROL. 5.VIOLATED NYSE RULE 342, IN THAT THEFIRM FAILED TO ESTABLISH ADEQUATE POLICIES AND PROCEDURES,INCLUDING A SYSTEM OF FOLLOW UP AND REVIEW, FOR COMPLIANCEWITH REGULATION SHO AND FOR COMPLIANCE WITH THE "ANTICIPATEDDELIVERY PROGRAM" OF THE NATIONAL SECURITIES CLEARING CORP.CONSENTED TO PENALTY: CENSURE AND FINE IN THE AMOUNT OF$150,000

Current Status: Final

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www.finra.org/brokercheck User Guidance

Initiated By: NEW YORK STOCK EXCHANGE DIVISION OF ENFORCEMENT

Principal Sanction(s)/ReliefSought:

Other Sanction(s)/ReliefSought:

Date Initiated: 05/04/2007

Docket/Case Number: HBD# 07-82

Principal Product Type: Other

Other Product Type(s):

**5/4/07** STIPULATION OF FACTS AND CONSENT TO PENALTY FILED BYTHE NYSE REGULATION'S DIVISION OF ENFORCEMENT AND PENDING.CONSENTED TO FINDINGS: 1.VIOLATED RULE 203(B)(1) OF REGULATIONSHO IN THAT THE FIRM, ON ONE OR MORE OCCASIONS, EFFECTED SHORTSALE ORDERS IN SECURITIES WITHOUT HAVING BORROWED THESECURITY, WITHOUT ENTERING INTO AN ARRANGEMENT TO BORROW THESECURITY OR WITHOUT HAVING REASONABLE GROUNDS TO BELIEVETHAT THE SECURITIES COULD BE BORROWED. 2.VIOLATED RULE 200(G)OF REGULATION SHO IN THAT, ON ONE OR MORE OCCASIONS, IT FAILEDTO MARK CERTAIN SHORT SELL ORDERS AS "SHORT EXEMPT."3.VIOLATEDRULE 203(B)(3)(1) OF REGULATION SHO IN THAT, ON ONE OR MOREOCCASIONS, IT FAILED TO TIMELY CLOSE OUT FAIL TO DELIVERPOSITIONS IN THRESHOLD SECURITIES BY PURCHASING SECURITIES OFA LIKE KIND AND QUANTITY. 4.VIOLATED SECTION 15(C) OF THEEXCHANGE ACT AND EXCHANGE ACT RULE 15C3-3, AS INTERPRETED BY15C3-3(C)(1)/07, IN THAT, ON ONE OR MORE OCCASIONS, IT INACCURATELYTREATED NON-SETTLED, NON-DELIVERED SECURITIES AS IF IN ITSPOSSESSION AND CONTROL. 5.VIOLATED NYSE RULE 342, IN THAT THEFIRM FAILED TO ESTABLISH ADEQUATE POLICIES AND PROCEDURES,INCLUDING A SYSTEM OF FOLLOW UP AND REVIEW, FOR COMPLIANCEWITH REGULATION SHO AND FOR COMPLIANCE WITH THE "ANTICIPATEDDELIVERY PROGRAM" OF THE NATIONAL SECURITIES CLEARING CORP.CONSENTED TO PENALTY: CENSURE AND FINE IN THE AMOUNT OF$150,000

Resolution Date: 06/26/2007

Resolution:

Other Sanctions Ordered:

Sanction Details: **5/31/07** DECISION NO. 07-82 ISSUED BY NYSE HEARING BOARDDECISION: VIOLATED RULE 203(B)(1) OF REGULATION SHO BY EFFECTINGSHORT SALE ORDERS IN SECURITIES WITHOUT HAVING BORROWEDSECURITY, WITHOUT ENTERING INTO AN ARRANGEMENT TO BORROWSECURITY OR WITHOUT HAVING REASONABLE GROUNDS TO BELIEVETHAT SECURITIES COULD BE BORROWED; VIOLATED RULE 200(G) OFREGULATION SHO BY FAILING TO MARK CERTAIN SHORT SELL ORDERS AS "SHORT EXEMPT;"VIOLATED RULE 203(B)(3)(1) OF REGULATION SHO BYFAILING TO TIMELY CLOSE OUT FAIL TO DELIVER POSITIONS INTHRESHOLD SECURITIES BY PURCHASING SECURITIES OF A LIKE KINDAND QUANTITY; VIOLATED SECTION 15(C) OF THE EXCHANGE ACT ANDRULE 15C3-3 THEREUNDER, AS INTERPRETED BY PARAGRAPH 15C3-3(C)(1)/07 OF NYSE INTERPRETATION HANDBOOK, BY INACCURATELYTREATING NON-SETTLED, NON-DELIVERED SECURITIES AS IF INPOSSESSION AND CONTROL; VIOLATED NYSE RULE 342,BY FAILING TOESTABLISH ADEQUATE POLICIES AND PROCEDURES, INCLUDING ASYSTEM OF FOLLOW UP AND REVIEW, FOR COMPLIANCE WITHREGULATION SHO AND FOR COMPLIANCE WITH THE "ANTICIPATEDDELIVERY PROGRAM" OF THE NATIONAL SECURITIES CLEARING CORP.CONSENTED TO A CENSURE AND A $150,000 FINE.

Sanctions Ordered: CensureMonetary/Fine $150,000.00

Decision

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www.finra.org/brokercheck User Guidance**5/31/07** DECISION NO. 07-82 ISSUED BY NYSE HEARING BOARDDECISION: VIOLATED RULE 203(B)(1) OF REGULATION SHO BY EFFECTINGSHORT SALE ORDERS IN SECURITIES WITHOUT HAVING BORROWEDSECURITY, WITHOUT ENTERING INTO AN ARRANGEMENT TO BORROWSECURITY OR WITHOUT HAVING REASONABLE GROUNDS TO BELIEVETHAT SECURITIES COULD BE BORROWED; VIOLATED RULE 200(G) OFREGULATION SHO BY FAILING TO MARK CERTAIN SHORT SELL ORDERS AS "SHORT EXEMPT;"VIOLATED RULE 203(B)(3)(1) OF REGULATION SHO BYFAILING TO TIMELY CLOSE OUT FAIL TO DELIVER POSITIONS INTHRESHOLD SECURITIES BY PURCHASING SECURITIES OF A LIKE KINDAND QUANTITY; VIOLATED SECTION 15(C) OF THE EXCHANGE ACT ANDRULE 15C3-3 THEREUNDER, AS INTERPRETED BY PARAGRAPH 15C3-3(C)(1)/07 OF NYSE INTERPRETATION HANDBOOK, BY INACCURATELYTREATING NON-SETTLED, NON-DELIVERED SECURITIES AS IF INPOSSESSION AND CONTROL; VIOLATED NYSE RULE 342,BY FAILING TOESTABLISH ADEQUATE POLICIES AND PROCEDURES, INCLUDING ASYSTEM OF FOLLOW UP AND REVIEW, FOR COMPLIANCE WITHREGULATION SHO AND FOR COMPLIANCE WITH THE "ANTICIPATEDDELIVERY PROGRAM" OF THE NATIONAL SECURITIES CLEARING CORP.CONSENTED TO A CENSURE AND A $150,000 FINE.

Regulator Statement **6/26/07** THE DECISION BECAME FINAL AS OF THE CLOSE OF BUSINESSON JUNE 25, 2007 AND YOUR FINE BECAME PAYABLE ON THAT SAME DATE.CONTACT: PEGGY GERMINO 212-656-8450.

iReporting Source: Firm

Allegations: ALLEGED PIPER JAFFRAY VIOLATED RULE 203(B)(1) OF REGULATION SHOIN THAT THE FIRM, ON ONE OR MORE OCCASIONS, EFFECTED SHORTSALE ORDERS IN SECURITIES WITHOUT HAVING BORROWED THESECURITY, WITHOUT ENTERING INTO AN ARRANGEMENT TO BORROW THESECURITY OR WITHOUT HAVING RESONABLE GROUNDS TO BELIEVE THATTHE SECURITIES COULD BE BORROWED. ALLEGED THE FIRM VIOLATEDRULE 200(G) OF REGULATION SHO IN THAT, ON ONE OR MOREOCCASIONS, IT FAILED TO MAKE CERTAIN SHORT SELL ORDERS AS "SHORT EXEMPT". ALLEGED THAT THE FIRM VIOLATED RULE 203(B)(3)(1)OF REGULATION SHO IN THAT, ON ONE OR MORE OCCASIONS, IT FAILEDTO TIMELY CLOSE OUT FAIL TO DELIVER POSITIONS IN THRESHOLDSECURITIES BY PURCHASING SECURITIES OF A LIKE KIND AND QUANTITY.ALLEGED THAT THE FIRM VIOLATED SECTION 15(C) OF THE EXCHANGEACT AND EXCHANGE ACT RULE 15C3-3, AS INTERPRETED BY 15C3-3(C)(1)/07, IN THAT, ON ONE OR MORE OCCASIONS, IT INACCURATELYTREATED NON-SETTLED, NON-DELIVERED SECURITIES AS IF IN ITSPOSSESSION AND CONTROL. ALLEGED THAT THE FIRM VIOLATED NYSERULE 342, IN THAT FIRM FAILED TO ESTABLISH ADEQUATE POLICIES ANDPROCEDURES, INCLUDING A SYSTEM OF FOLLOW UP AND REVIEW, FORCOMPLIANCE WITH REGULATION SHO AND FOR COMPLIANCE WITH THE "ANTICIPATED DELIVERY PROGRAM" OF THE NATIONAL SECURITIESCLEARING CORP.

Current Status: Final

66©2018 FINRA. All rights reserved. Report about PIPER JAFFRAY & CO.

Page 69: PIPER JAFFRAY & CO. - FINRA JAFFRAY & CO. CRD# 665 SEC# 8-15204 Main Office Location 800 NICOLLET MALL MINNEAPOLIS, MN 55402-7020 Regulated by FINRA Kansas City Office Mailing Address

www.finra.org/brokercheck User Guidance

Initiated By: NEW YORK STOCK EXCHANGE

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

CENSURE

Date Initiated: 05/04/2007

Docket/Case Number: HBD 07-82

Principal Product Type: Equity - OTC

Other Product Type(s):

ALLEGED PIPER JAFFRAY VIOLATED RULE 203(B)(1) OF REGULATION SHOIN THAT THE FIRM, ON ONE OR MORE OCCASIONS, EFFECTED SHORTSALE ORDERS IN SECURITIES WITHOUT HAVING BORROWED THESECURITY, WITHOUT ENTERING INTO AN ARRANGEMENT TO BORROW THESECURITY OR WITHOUT HAVING RESONABLE GROUNDS TO BELIEVE THATTHE SECURITIES COULD BE BORROWED. ALLEGED THE FIRM VIOLATEDRULE 200(G) OF REGULATION SHO IN THAT, ON ONE OR MOREOCCASIONS, IT FAILED TO MAKE CERTAIN SHORT SELL ORDERS AS "SHORT EXEMPT". ALLEGED THAT THE FIRM VIOLATED RULE 203(B)(3)(1)OF REGULATION SHO IN THAT, ON ONE OR MORE OCCASIONS, IT FAILEDTO TIMELY CLOSE OUT FAIL TO DELIVER POSITIONS IN THRESHOLDSECURITIES BY PURCHASING SECURITIES OF A LIKE KIND AND QUANTITY.ALLEGED THAT THE FIRM VIOLATED SECTION 15(C) OF THE EXCHANGEACT AND EXCHANGE ACT RULE 15C3-3, AS INTERPRETED BY 15C3-3(C)(1)/07, IN THAT, ON ONE OR MORE OCCASIONS, IT INACCURATELYTREATED NON-SETTLED, NON-DELIVERED SECURITIES AS IF IN ITSPOSSESSION AND CONTROL. ALLEGED THAT THE FIRM VIOLATED NYSERULE 342, IN THAT FIRM FAILED TO ESTABLISH ADEQUATE POLICIES ANDPROCEDURES, INCLUDING A SYSTEM OF FOLLOW UP AND REVIEW, FORCOMPLIANCE WITH REGULATION SHO AND FOR COMPLIANCE WITH THE "ANTICIPATED DELIVERY PROGRAM" OF THE NATIONAL SECURITIESCLEARING CORP.

Resolution Date: 06/26/2007

Resolution:

Other Sanctions Ordered:

Sanction Details: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, THE FIRMCONSENTED TO THE DESCRIBED SANCTIONS AND TO THE ENTRY OFFINDINGS; THEREFORE, THE FIRM IS CENSURED AND FINED $150,000.

Sanctions Ordered: CensureMonetary/Fine $150,000.00

Decision

Disclosure 20 of 134

i

Reporting Source: Regulator

Initiated By: NASD

Date Initiated: 05/03/2007

Docket/Case Number: 2006005166301

Principal Product Type: Other

Allegations: SEC RULE 606 OF REGULATION NMS, NASD RULES 2110, 3010 - FOR ITSALGORITHMIC AND PROGRAM TRADING BUSINESS, PIPER JAFFRAY & CO.FAILED TO MAKE PUBLICLY AVAILABLE QUARTERLY REPORTS FOR A YEARON ITS ROUTING OF NON-DIRECTED ORDERS IN COVERED SECURITIESDURING THOSE QUARTERS. THE FIRM'S SUPERVISORY SYSTEM DID NOTPROVIDE FOR SUPERVISION REASONABLY DESIGNED TO ACHIEVECOMPLIANCE WITH APPLICABLE SECURITIES LAWS, REGULATIONS ANDNASD RULES CONCERNING SEC RULE 606.

Current Status: Final

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www.finra.org/brokercheck User Guidance

Principal Sanction(s)/ReliefSought:

Other Sanction(s)/ReliefSought:

Principal Product Type: Other

Other Product Type(s): COVERED SECURITIES

Resolution Date: 05/03/2007

Resolution:

Other Sanctions Ordered:

Sanction Details: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS;THEREFORE, THE FIRM IS CENSURED AND FINED $25,000.

Does the order constitute afinal order based onviolations of any laws orregulations that prohibitfraudulent, manipulative, ordeceptive conduct?

No

Sanctions Ordered: CensureMonetary/Fine $25,000.00

Acceptance, Waiver & Consent(AWC)

iReporting Source: Firm

Initiated By: NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC.

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Date Initiated: 05/03/2007

Docket/Case Number: 20060051663-01

Principal Product Type: Other

Other Product Type(s): COVERED SECURITIES

Allegations: SEC RULE 606 FEGULATION MMS, NASD RULES 2110, 3010 - ALLEGES FORITS ALGORITHMIC AND PROGRAM TRADING BUSINESS, PIPER JAFFRAY &CO. FAILED TO MAKE PUBLICLY AVAILABLE QUARTERLY REPORTS FOR AYEAR ON ITS ROUTING OF NON-DIRECTED ORDERS IN COVEREDSECURITIES DURING THOSE QUARTERS. THE FIRM'S SUPERVISORYSYSTEM DID NOT PROVIDE FOR SUPERVISION REASONABLY DESIGNEDTO ACHIEVE COMPLIANCE WITH APPLICABLE SECURITIES LAWS,REGULATIONS AND NASD RULES CONCERNING SEC RULE 606.

Current Status: Final

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Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

CENSURE

Resolution Date: 05/03/2007

Resolution:

Other Sanctions Ordered:

Sanction Details: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, THE FIRMCONSENTED TO THE DESCRIBED SANCTIONS AND TO THE ENTRY OFFINDINGS; THEREFORE, THE FIRM IS CENSURED AND FINED $25,000. THEFINE OF $25,000 WAS PAID ON MAY 16, 2007.

Sanctions Ordered: CensureMonetary/Fine $25,000.00

Acceptance, Waiver & Consent(AWC)

Disclosure 21 of 134

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Reporting Source: Regulator

Initiated By: NORTH DAKOTA

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

CONSENT ORDER CONSISTING OF CEASE AND DESIST LANGUAGE.

Date Initiated: 12/04/2006

Docket/Case Number:

URL for Regulatory Action:

Principal Product Type: No Product

Other Product Type(s): SUPERVISION AND BOOKS AND RECORDS.

Allegations: PIPER'S AGENTS IMPROPERLY MARKED TRADE TICKETS AS UNSOLICITED.PIPER PROVIDED INADEQUATE SUPERVISION.

Current Status: Final

Resolution Date: 12/04/2006

Resolution:

Does the order constitute afinal order based onviolations of any laws orregulations that prohibitfraudulent, manipulative, ordeceptive conduct?

Yes

Consent

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Other Sanctions Ordered:

Sanction Details: SIGNED CONSENT ORDER.

Does the order constitute afinal order based onviolations of any laws orregulations that prohibitfraudulent, manipulative, ordeceptive conduct?

Yes

Sanctions Ordered: Monetary/Fine $229,000.00Cease and Desist/Injunction

iReporting Source: Firm

Initiated By: STATE OF NORTH DAKOTA, SECURITIES DEPARTMENT

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

CEASE AND DESIST

Date Initiated: 12/04/2006

Docket/Case Number: UNKNOWN

Principal Product Type: Other

Other Product Type(s): VARIOUS PRODUCTS

Allegations: ALLEGES SEVERAL OF PIPER JAFFRAY'S NORTH DAKOTA AGENTSIMPROPERLY MARKED A SUBSTANTIAL NUMBER OF TRADE TICKETS AS "UNSOLICITED" WHEN THOSE TRANSACTIONS WERE, IN FACT, SOLICITED.ALLEGES INSUFFICIENT TRAINING OF THE AGENTS AND INADEQUATESUPERVISION AT THE CORPORATE OFFICE AND BRANCH OFFICELOCATION.

Current Status: Final

Resolution Date: 12/04/2006

Resolution:

Other Sanctions Ordered: DONATION OF $100,000 PAYABLE TO THE NORTH DAKOTA INVESTOREDUCATION AND TECHNOLOGY FUND. IN THE CONTEXT OF ANY CIVILACTION OR ARBITRATION INITIATED BY A NORTH DAKOTA RESIDENTBASED ON SECURITIES TRANSACTIONS CONDUCTED THROUGH ONE OFITS NORTH DAKOTA OFFICES BEFORE JULY 1, 2005, PIPER JAFFRAY ISSPECIFICALLY PRECLUDED FROM USING ANY TRADE TICKETS ASEVIDENCE THAT ANY PARTICULAR TRANSACTION WAS, IN FACT,UNSOLICITED.

Sanctions Ordered: Monetary/Fine $129,000.00Cease and Desist/Injunction

Order

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DONATION OF $100,000 PAYABLE TO THE NORTH DAKOTA INVESTOREDUCATION AND TECHNOLOGY FUND. IN THE CONTEXT OF ANY CIVILACTION OR ARBITRATION INITIATED BY A NORTH DAKOTA RESIDENTBASED ON SECURITIES TRANSACTIONS CONDUCTED THROUGH ONE OFITS NORTH DAKOTA OFFICES BEFORE JULY 1, 2005, PIPER JAFFRAY ISSPECIFICALLY PRECLUDED FROM USING ANY TRADE TICKETS ASEVIDENCE THAT ANY PARTICULAR TRANSACTION WAS, IN FACT,UNSOLICITED.

Sanction Details: PAYMENT OF $129,000 AND $100,000 WERE PAID ON NOVEMBER 27, 2006.

Disclosure 22 of 134

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Reporting Source: Firm

Initiated By: COMMONWEALTH OF MASSACHUSETTS

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

CEASE AND DESIST

Date Initiated: 10/08/2003

Docket/Case Number: E-2003-44

Principal Product Type: Other

Other Product Type(s): RESEARCH

Allegations: U.S. BANCORP PIPER JAFFRAY IS ALLEGED TO HAVE VIOLATED M.G.L. C.110A BY: A)ENGAGING IN ACTS & PRACTICES THAT CREATED ORMAINTAINED INAPPROPRIATE INFLUENCE BY THE INVESTMENT BANKINGDEPARTMENT OVER RESEARCH ANALYSTS THEREFORE IMPOSINGCONFLICTS OF INTEREST ON ITS RESEARCH ANALYSTS & FAILING TOMANAGE THESE CONFLICTS IN AN ADEQUATE OR APPROPRIATE MANNER;B)THREATENING TO DROP RESEARCH COVERAGE IF THE FIRM WAS NOTSELECTED AS A LEAD MANAGER IN AN INVESTMENT BANKINGTRANSACTION; C)ISSUING RESEARCH REPORTS ON ESPERIONTHERAPEUTICS INC. & TRITON NETWORK SYSTEMS THAT DID NOTPROVIDE A SOUND BASIS FOR EVALUATING FACTS REGARDING THOSECOMPANIES & THEIR BUSINESS PROSPECTS; CONTAINED EXAGGERATEDOR UNWARRANTED CLAIMS ABOUT THOSE COMPANIES &/OR CONTAINEDOPINIONS FOR WHICH THERE WAS NO REASONABLE BASIS; D)MAKINGPAYMENTS FOR RESEARCH TO OTHER BROKER-DEALERS NOT INVOLVEDIN AN UNDERWRITING TRANSACTION WHEN THE FIRM KNEW THAT THESEPAYMENTS WRE MADE AT LEAST IN PART FOR RESEARCH COVERAGE &BY FAILING TO DISCLOSE OR CAUSE TO BE DISCLOSED IN OFFERINGDOCUMENTS OR ELSEWHERE THE FACT OF SUCH PAYMENTS; ANDE)RECEIVING PAYMENTS FOR RESEARCH FROM OTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRITING TRANSACTIONSWITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS.

Current Status: Final

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Other Sanction(s)/ReliefSought:

CEASE AND DESIST

Resolution Date: 10/08/2003

Resolution:

Other Sanctions Ordered: $244,602 TO THE COMMONWEALTH OF MASSACHUSETTS

Sanction Details: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESTIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PRACTICES BY THE SEC, NYSE, NASD AND MULTI-STATE TASK FORCE. UNDER THE TERMS OF THE SETTLEMENTS REACHEDJOINTLY WITH THE SEC, NYSE, NASD AND TASK FORCE, THE FIRM ISREQUIRED TO PAY A TOTAL OF $32,500,000 IN SETTLEMENT OF THESEMATTERS AND HAS AGREED TO CEASE AND DESIST IN THE FUTURE FROMTHE ALLEGED IMPROPER CONDUCT. PURSUANT TO THE SETTLEMENTDOCUMENTS, $12,500,000 OF THIS AMOUNT SHALL BE DESIGNATED AS ACIVIL PENALTY, $12,500,000 OF THIS AMOUNT SHALL BE DESIGNATED ASDISGORGEMENT OF COMMISSIONS AND FEES, AND $7,500,000 OF THISAMOUNT SHALL BE USED TO FUND THE PROCUREMENT OF INDEPENDENTRESEARCH. AMOUNTS PAID TO THE VARIOUS STATES, INCLUDING THE$244,602 TO THE COMMONWEALTH OF MASSACHUSETTS PURSUANT TOTHE CONSENT ORDER, SHALL BE APPLIED TO AND REDUCE THE AMOUNTOF THE $12,500,000 CIVIL PENALTY DESCRIBED ABOVE. THE PAYMENT OF$244,602 TO THE COMMONWEALTH OF MASSACHUSETTS WAS MADE ONOCTOBER 7, 2003. THE $12,500,000 DISGORGEMENT AMOUNT DESCRIBEDABOVE IS TO BE PAID TO THE UNITED STATES DISTRICT COURT WITHINTEN (10) DAYS OF COURT APPROVAL OF THE SEC SETTLEMENT ANDENTRY OF FINAL JUDGMENT IN THAT MATTER. THE $7,500,000 TOPROCURE INDEPENDENT RESEARCH SHALL BE DEPOSITED INTOESCROW WITHIN THIRTY (30) DAYS OF ENTRY OF THE FINAL JUDGMENT.

Sanctions Ordered: Monetary/Fine $12,500,000.00Cease and Desist/Injunction

Order

Disclosure 23 of 134

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Reporting Source: Regulator

Allegations: SECURITIES EXCHANGE ACT RULE 10B-10, NASD RULES 2320, 6130(D),6420(A), 6955(A) - PIPER JAFFRAY & CO. FAILED, WITHIN 90 SECONDSAFTER EXECUTION, TO TRANSMIT THROUGH ACT LAST SALE REPORTS OFTRANSACTIONS IN ELIGIBLE SECURITIES AND FAILED TO DESIGNATETHROUGH ACT SOME OF THE LAST SALE REPORTS AS LATE; FAILED TOREPORT TO ACT THE CORRECT SYMBOL INDICATING WHETHER ATRANSACTION WAS A BUY, SELL, SELL SHORT, SELL SHORT EXEMPT, ORCROSS FOR TRANSACTIONS IN ELIGIBLE SECURITIES; TRANSMITTED TOOATS REPORTS THAT CONTAINED INACCURATE, INCOMPLETE ORIMPROPERLY FORMATTED DATA THAT CONTAINED INACCURATE ORDERIDENTIFIERS OR AN INCORRECT TIME ASSOCIATED WITH THETRANSACTION; FAILED TO PROVIDE WRITTEN NOTIFICATION DISCLOSINGTO ITS CUSTOMERS THAT TRANSACTIONS WERE EXECUTED AT ANAVERAGE PRICE; AND, IN TRANSACTIONS FOR OR WITH A CUSTOMER,THE FIRM FAILED TO USE REASONABLE DILIGENCE TO ASCERTAIN THEBEST INTER-DEALER MARKET AND FAILED TO BUY OR SELL IN SUCHMARKET SO THAT THE RESULTANT PRICE TO ITS CUSTOMER WAS ASFAVORABLE AS POSSIBLE UNDER PREVAILING MARKET CONDITIONS.

Current Status: Final

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Initiated By: NASD

Principal Sanction(s)/ReliefSought:

Other Sanction(s)/ReliefSought:

Date Initiated: 06/06/2006

Docket/Case Number: 2005000100701

Principal Product Type: Other

Other Product Type(s): ELIGIBLE SECURITIES

SECURITIES EXCHANGE ACT RULE 10B-10, NASD RULES 2320, 6130(D),6420(A), 6955(A) - PIPER JAFFRAY & CO. FAILED, WITHIN 90 SECONDSAFTER EXECUTION, TO TRANSMIT THROUGH ACT LAST SALE REPORTS OFTRANSACTIONS IN ELIGIBLE SECURITIES AND FAILED TO DESIGNATETHROUGH ACT SOME OF THE LAST SALE REPORTS AS LATE; FAILED TOREPORT TO ACT THE CORRECT SYMBOL INDICATING WHETHER ATRANSACTION WAS A BUY, SELL, SELL SHORT, SELL SHORT EXEMPT, ORCROSS FOR TRANSACTIONS IN ELIGIBLE SECURITIES; TRANSMITTED TOOATS REPORTS THAT CONTAINED INACCURATE, INCOMPLETE ORIMPROPERLY FORMATTED DATA THAT CONTAINED INACCURATE ORDERIDENTIFIERS OR AN INCORRECT TIME ASSOCIATED WITH THETRANSACTION; FAILED TO PROVIDE WRITTEN NOTIFICATION DISCLOSINGTO ITS CUSTOMERS THAT TRANSACTIONS WERE EXECUTED AT ANAVERAGE PRICE; AND, IN TRANSACTIONS FOR OR WITH A CUSTOMER,THE FIRM FAILED TO USE REASONABLE DILIGENCE TO ASCERTAIN THEBEST INTER-DEALER MARKET AND FAILED TO BUY OR SELL IN SUCHMARKET SO THAT THE RESULTANT PRICE TO ITS CUSTOMER WAS ASFAVORABLE AS POSSIBLE UNDER PREVAILING MARKET CONDITIONS.

Resolution Date: 06/06/2006

Resolution:

Other Sanctions Ordered:

Sanction Details: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS;THEREFORE, THE FIRM IS CENSURED AND FINED $26,000.

Does the order constitute afinal order based onviolations of any laws orregulations that prohibitfraudulent, manipulative, ordeceptive conduct?

No

Sanctions Ordered: CensureMonetary/Fine $26,000.00

Acceptance, Waiver & Consent(AWC)

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iReporting Source: Firm

Initiated By: NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC.

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

CENSURE

Date Initiated: 06/02/2006

Docket/Case Number: AWAC NO. 20050001007-01

Principal Product Type: Equity - OTC

Other Product Type(s):

Allegations: ALLEGES VIOLATIONS OF NASD CONDUCT RULE 2320. FROM APRIL 1, 2004THROUGH JUNE 30, 2004, IN 28 TRANSACTIONS FOR OR WITH ACUSTOMER, THE FIRM FAILED TO USE REASONABLE DILIGENCE TOASCERTAIN THE BEST INTER-DEALER MARKET AND FAILED TO BUY ORSELL IN SUCH MARKET SO THAT THE RESULTANT PRICE TO ITSCUSTOMER WAS AS FAVORABLE AS POSSIBLE UNDER PREVAILINGMARKET CONDITIONS.

Current Status: Final

Resolution Date: 06/02/2006

Resolution:

Other Sanctions Ordered:

Sanction Details: $3,000 FOR LATE REPORTING VIOLATIONS; $5,000 FOR SHORT SALEREPORTING VIOLATIONS; $5,000 FOR OATS VIOLATIONS; $3,000 FOR 10B-10 VIOLATIONS; AND $10,000 FOR BEST EXECUTION VIOLATIONS.

Sanctions Ordered: CensureMonetary/Fine $26,000.00

Acceptance, Waiver & Consent(AWC)

Disclosure 24 of 134

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Reporting Source: Regulator

Initiated By: MONTANA

Date Initiated: 05/17/2006

Allegations: UNSUITABLE MUTUAL FUND SWITCHING.

Current Status: Final

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Principal Sanction(s)/ReliefSought:

Restitution

Other Sanction(s)/ReliefSought:

FINES, IMPOSITION OF SPECIAL SUPERVISORY REQUIREMENTSREGARDING SECURITIES SALESPERSON MARGIE AGUIRRE

Date Initiated: 05/17/2006

Docket/Case Number: I 04-19-06-216

URL for Regulatory Action:

Principal Product Type: Mutual Fund(s)

Other Product Type(s):

Resolution Date: 05/17/2006

Resolution:

Other Sanctions Ordered: RESTITUTION OF $345,000. STRICT SUPERVISION REGARDINGSECURITIES SALESPERSON MARGIE AGUIRRE.

Sanction Details: RESTITUTION OF $345,000. STRICT SUPERVISION REGARDINGSECURITIES SALESPERSON MARGIE AGUIRRE.

Does the order constitute afinal order based onviolations of any laws orregulations that prohibitfraudulent, manipulative, ordeceptive conduct?

No

Sanctions Ordered: Disgorgement/Restitution

Order

iReporting Source: Firm

Initiated By: STATE OF MONTANA

Principal Sanction(s)/ReliefSought:

Restitution

Other Sanction(s)/ReliefSought:

FINES, IMPOSITION OF SPECIAL SUPERVISORY REQUIREMENTSREGARDING SECURITIES SALESPERSON IN BUTTE, MT OFFICE

Date Initiated: 05/17/2006

Docket/Case Number: I 04-19-06-216

Principal Product Type: Mutual Fund(s)

Other Product Type(s):

Allegations: ALLEGES UNSUITABLE MUTUAL FUND SWITCHING

Current Status: Final

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Other Sanction(s)/ReliefSought:

FINES, IMPOSITION OF SPECIAL SUPERVISORY REQUIREMENTSREGARDING SECURITIES SALESPERSON IN BUTTE, MT OFFICE

Resolution Date: 05/17/2006

Resolution:

Other Sanctions Ordered: RESTITUTION OF $345,000. STRICT SUPERVISION REGARDING SECURITIESSALESPERSON IN BUTTE, MT OFFICE

Sanction Details: RESTITUTION OF $345,000. STRICT SUPERVISION REGARDING SECURITIESSALESPERSON IN BUTTE, MT OFFICE

Sanctions Ordered: Disgorgement/Restitution

Order

Disclosure 25 of 134

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Reporting Source: Regulator

Initiated By: UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Principal Sanction(s)/ReliefSought:

Cease and Desist

Other Sanction(s)/ReliefSought:

CENSURE, CIVIL PENALTIES

Date Initiated: 05/31/2006

Docket/Case Number: 3-12310

Principal Product Type: Equity Listed (Common & Preferred Stock)

Other Product Type(s): MUNICIPAL BONDS, CORPORATE BONDS

Allegations: SEC ADMINISTRATIVE PROCEEDING RELEASE 33-8684, 34-53888, DATEDMAY 31, 2006, THE SECURITIES AND EXCHANGE COMMISSION COMPLAINTALLEGES THAT RESPONDENT WILLFULLY VIOLATED SECTION 17(A)(2) OFTHE SECURITIES ACT. AS PART OF ITS BROKER-DEALER BUSINESS,RESPONDENT UNDERWRITE, AND MANAGE AUCTIONS FOR, AUCTIONRATE SECURITIES. FROM AT LEAST JANUARY 1, 2003 THROUGH JUNE 30,2004, IN CONNECTION WITH CERTAIN AUCTIONS, RESPONDENT ENGAGEDIN ONE OR MORE OF THE FOLLOWING PRACTICES VIOLATIONS:COMPLETION OF OPEN OR MARKET BIDS, INTERVENTION IN AUCTIONS,BIDS TO PREVENT FAILED AUCTIONS, BIDS TO A SET A "MARKET" RATE,BIDS TO PREVENT ALL-HOLD AUCTIONS, PRIORITIZATION OF BIDS,SUBMISSION OR REVISION OF BIDS AFTER DEADLINES, ALLOCATION OFSECURITIES, PARTIAL ORDERS, EXPRESS OR TACTIC UNDERSTANDING TOPROVIDE HIGHER RETURNS, AND PRICE TALK.

Current Status: Final

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Resolution Date: 05/31/2006

Resolution:

Other Sanctions Ordered: NOT LATER THAN 6 MONTHS AFTER THE ENTRY OF THIS ORDER,RESPONDENT SHALL PROVIDE ALL OF ITS CUSTOMERS WHO HOLDAUCTION RATE SECURITIES ("HOLDERS") AND THE ISSUERS OF SUCHSECURITIES ("ISSUERS") WITH A WRITTEN DESCRIPTION OF THERESPONDENT'S MATERIAL AUCTION PRACTICES AND PROCEDURES.FURTHERMORE, COMMENCING NOT LATER THAN 3 MONTHS AFTER THEENTRY OF THIS ORDER, RESPONDENT SHALL AT ALL TIMES MAKE ADESCRIPTION OF ITS THEN-CURRENT MATERIAL AUCTION PRACTICESAND PROCEDURES AVAILABLE TO (1) ALL CUSTOMERS AND BROKER-DEALERS WHO ARE PARTICIPATING THROUGH SUCH RESPONDENT IN ANAUCTION OF AUCTION RATE SECURITIES ON THE PORTION OF ITSWEBSITE THAT IS ACCESSIBLE TO SUCH CUSTOMERS AND BROKER-DEALERS AND IS RELATED TO SUCH AUCTION AND (2) THE GENERALPUBLIC ON ANOTHER PORTION OF ITS WEBSITE ACCESSIBLE TO THEGENERAL PUBLIC. NOT LATER THAN 6 MONTHS AFTER THE DATE OF THISORDER, UNLESS OTHERWISE EXTENDED BY THE STAFF OF THECOMMISSION FOR GOOD CAUSE SHOWN, RESPONDENT'S CHIEFEXECUTIVE OFFICER OR GENERAL COUNSEL SHALL CERTIFY IN WRITINGTO THE STAFF OF THE COMMISSION THAT RESPONDENT HASIMPLEMENTED PROCEDURES THAT ARE REASONABLY DESIGNED TOPREVENT AND DETECT FAILURES BY RESPONDENT TO CONDUCT THEAUCTION PROCESS IN ACCORDANCE WITH THE AUCTION PROCEDURESDISCLOSED IN THE DISCLOSURE DOCUMENTS AND ANY SUPPLEMENTALDISCLOSURES AND THAT THE RESPONDENT IS IN COMPLIANCE WITH THISORDER.

Sanction Details: WITHOUT ADMITTING OR DENYING THE FINDINGS, RESPONDENTCONSENTED TO THE ENTRY OF THIS ORDER; ACCORDINGLY, PURSUANTTO SECTION 8A OF THE SECURITIES ACT AND SECTION 15(B) OF THEEXCHANGE ACT, IS ORDERED THAT RESPONDENT IS CENSURED, SHALLCEASE AND DESIST FROM COMMITTING OR CAUSING ANY VIOLATIONSAND ANY FUTURE VIOLATIONS OF SECTION 17(A)(2) OF THE SECURITIESACT; AND SHALL, WITHIN 10 DAYS OF THE ENTRY OF THIS ORDER, PAY ACIVIL MONEY PENALTY OF $125,000 TO THE UNITED STATES TREASURY.

Does the order constitute afinal order based onviolations of any laws orregulations that prohibitfraudulent, manipulative, ordeceptive conduct?

No

Sanctions Ordered: CensureMonetary/Fine $125,000.00Cease and Desist/Injunction

Order

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WITHOUT ADMITTING OR DENYING THE FINDINGS, RESPONDENTCONSENTED TO THE ENTRY OF THIS ORDER; ACCORDINGLY, PURSUANTTO SECTION 8A OF THE SECURITIES ACT AND SECTION 15(B) OF THEEXCHANGE ACT, IS ORDERED THAT RESPONDENT IS CENSURED, SHALLCEASE AND DESIST FROM COMMITTING OR CAUSING ANY VIOLATIONSAND ANY FUTURE VIOLATIONS OF SECTION 17(A)(2) OF THE SECURITIESACT; AND SHALL, WITHIN 10 DAYS OF THE ENTRY OF THIS ORDER, PAY ACIVIL MONEY PENALTY OF $125,000 TO THE UNITED STATES TREASURY.

iReporting Source: Firm

Initiated By: UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Principal Sanction(s)/ReliefSought:

Cease and Desist

Other Sanction(s)/ReliefSought:

CENSURE, CIVIL PENALTIES

Date Initiated: 05/31/2006

Docket/Case Number: 3-12310

Principal Product Type: Equity Listed (Common & Preferred Stock)

Other Product Type(s): MUNICIPAL BONDS, CORPORATE BONDS

Allegations: ALLEGES PIPER VIOLATED SECTION 17(A)(2) OF THE SECURITIES ACT.FROM AT LEAST JANUARY 1, 2003 THROUGH JUNE 30, 2004, INCONNECTION WITH CERTAIN AUCTIONS, PIPER ENGAGED IN ONE ORMORE OF THE FOLLOWING PRACTICES VIOLATIONS: COMPLETION OFOPEN OR MARKET BIDS, INTERVENTION IN AUCTIONS, BIDS TO PREVENTFAILED AUCTIONS, BIDS TO SET A "MARKET" RATE, BIDS TO PREVENT ALL-HOLD AUCTIONS, PRIORITIZATION OF BIDS, SUBMISSION OR REVISION OFBIDS AFTER DEADLINES, ALLOCATION OF SECURITIES, PARTIAL ORDERS,EXPRESS OR TACTIC UNDERSTANDING TO PROVIDE HIGHER RETURNS,AND PRICE TALK.

Current Status: Final

Resolution Date: 05/31/2006

Resolution:

Other Sanctions Ordered: NOT LATER THAN 6 MONTHS AFTER THE ENTRY OF THIS ORDER, PIPERSHALL PROVIDE ALL OF ITS CUSTOMERS WHO HOLD AUCTION RATESECURITIES ("HOLDERS") AND THE ISSUERS OF SUCH SECURITIES("ISSUERS") WITH A WRITTEN DESCRIPTION OF THE FIRM'S MATERIALAUCTION PRACTICES AND PROCEDURES. FURTHERMORE, COMMENCINGNOT LATER THAN 3 MONTHS AFTER THE ENTRY OF THIS ORDER, PIPERSHALL AT ALL TIMES MAKE A DESCRIPTION OF ITS THEN-CURRENTMATERIAL AUCTION PRACTICES AND PROCEDURES AVAILABLE TO (1) ALLCUSTOMERS AND BROKER-DELAERS WHO ARE PARTICIPATING THROUGHPIPER IN AN AUCTION OF AUCTION RATE SECURITIES ON THE PORTION OFITS WEBSITE THAT IS ACCESSIBLE TO SUCH CUSTOMERS AND BROKER-DEALERS AND IS RELATED TO SUCH AUCTION AND (2) THE GENERALPUBLIC ON ANOTHER PORTION OF ITS WEBSITE ACCESSIBLE TO THEGENERAL PUBLIC. NOT LATER THAN 6 MONTHS AFTER THE DATE OF THISORDER, UNLESS OTHERWISE EXTENDED BY THE STAFF OF THECOMMISSION FOR GOOD CAUSE SHOWN, THE FIRM'S CHIEF EXECUTIVEOFFICER OR GENERAL COUNSEL SHALL CERTIFY IN WRITING TO THESTAFF OF THE COMMISSION THAT THE FIRM HAS IMPLEMENTEDPROCEDURES THAT ARE REASONABLY DESIGNED TO PREVENT ANDDETECT FAILURES BY THE FIRM TO CONDUCT THE AUCTION PROCESS INACCORDANCE WITH THE AUCTION PROCEDURES DISCLOSED IN THEDISCLOSURE DOCUMENTS AND ANY SUPPLEMENTAL DISCLOSURES ANDTHAT THE FIRM IS IN COMPLIANCE WITH THIS ORDER.

Sanctions Ordered: CensureMonetary/Fine $125,000.00Cease and Desist/Injunction

Order

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NOT LATER THAN 6 MONTHS AFTER THE ENTRY OF THIS ORDER, PIPERSHALL PROVIDE ALL OF ITS CUSTOMERS WHO HOLD AUCTION RATESECURITIES ("HOLDERS") AND THE ISSUERS OF SUCH SECURITIES("ISSUERS") WITH A WRITTEN DESCRIPTION OF THE FIRM'S MATERIALAUCTION PRACTICES AND PROCEDURES. FURTHERMORE, COMMENCINGNOT LATER THAN 3 MONTHS AFTER THE ENTRY OF THIS ORDER, PIPERSHALL AT ALL TIMES MAKE A DESCRIPTION OF ITS THEN-CURRENTMATERIAL AUCTION PRACTICES AND PROCEDURES AVAILABLE TO (1) ALLCUSTOMERS AND BROKER-DELAERS WHO ARE PARTICIPATING THROUGHPIPER IN AN AUCTION OF AUCTION RATE SECURITIES ON THE PORTION OFITS WEBSITE THAT IS ACCESSIBLE TO SUCH CUSTOMERS AND BROKER-DEALERS AND IS RELATED TO SUCH AUCTION AND (2) THE GENERALPUBLIC ON ANOTHER PORTION OF ITS WEBSITE ACCESSIBLE TO THEGENERAL PUBLIC. NOT LATER THAN 6 MONTHS AFTER THE DATE OF THISORDER, UNLESS OTHERWISE EXTENDED BY THE STAFF OF THECOMMISSION FOR GOOD CAUSE SHOWN, THE FIRM'S CHIEF EXECUTIVEOFFICER OR GENERAL COUNSEL SHALL CERTIFY IN WRITING TO THESTAFF OF THE COMMISSION THAT THE FIRM HAS IMPLEMENTEDPROCEDURES THAT ARE REASONABLY DESIGNED TO PREVENT ANDDETECT FAILURES BY THE FIRM TO CONDUCT THE AUCTION PROCESS INACCORDANCE WITH THE AUCTION PROCEDURES DISCLOSED IN THEDISCLOSURE DOCUMENTS AND ANY SUPPLEMENTAL DISCLOSURES ANDTHAT THE FIRM IS IN COMPLIANCE WITH THIS ORDER.

Sanction Details: WITHOUT ADMITTING OR DENYING THE FINDINGS, PIPER CONSENTED TOTHE ENTRY OF THIS ORDER; ACCORDINGLY, PURSUANT TO SECTION 8AOF THE SECURITIES ACT AND SECTION 15(B) OF THE EXCHANGE ACT, ISORDERED THAT PIPER IS CENSURED, SHALL CEASE AND DESIST FROMCOMMITTING OR CAUSING ANY VIOLATIONS AND ANY FUTURE VIOLATIONSOF SECTION 17(A)(2) OF THE SECURITIES ACT; AND HAS PAID A CIVILMONEY PENALTY OF $125,000 ON JUNE 8, 2006.

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Reporting Source: Firm

Initiated By: NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC.

Principal Sanction(s)/ReliefSought:

Prohibition

Other Sanction(s)/ReliefSought:

Date Initiated: 11/30/2005

Docket/Case Number: NONE

Principal Product Type: No Product

Other Product Type(s):

Allegations: ALLEGES THE FIRM ENGAGED IN MUNICIPAL SECURITIES BUSINESSWHILE PROHIBITING FROM DOING SO DUE TO POLITICAL CONTRIBUTIONSIN EXCESS OF THE LIMITS PROVIDED BY MSRB RULE G-37.

Current Status: Final

Appealed To and Date AppealFiled:

NASD 12/13/05

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Other Sanction(s)/ReliefSought:

Resolution Date: 05/17/2006

Resolution:

Other Sanctions Ordered: THE FIRM IS RESTRICTED FROM PARTICIPATING IN SELECT TYPES OFBOND ISSUES WITH THE STATE OF MINNESOTA OR ITS AGENCIES UNTILAPRIL 19, 2007.

Sanction Details: THE FIRM IS RESTRICTED FROM PARTICIPATING IN SELECT TYPES OFBOND ISSUES WITH THE STATE OF MINNESOTA OR ITS AGENCIES UNTILAPRIL 19, 2007.

Firm Statement ON MAY 17, 2006 THE NATIONAL ADJURATORY COUNCIL DENIED AREQUEST FOR EXCEPTIVE RELIEF FROM A PROHIBITION OF ENGAGING INMUNICIPAL SECURITIES BUSINESS DUE TO POLITICAL CONTRIBUTIONS INEXCESS OF THE LIMITS PROVIDED FOR BY MSRB RULE G-37.

Sanctions Ordered:

Decision

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Reporting Source: Regulator

Initiated By: PACIFIC STOCK EXCHANGE

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

PIPER JAFFRAY WILL AMEND ITS OPERATIONAL AND SUPERVISORYPROCEDURES TO GREATLY REDUCE IF NOT ELIMINATE PIPER JAFFRAY'SFUTURE VIOLATION OF ITS MARKET MAKER OBLIGATION TO MAINTAINCONTINUOUS TWO-SIDED Q ORDERS.

Date Initiated: 07/01/2004

Docket/Case Number: 05-23

Principal Product Type: Equity Listed (Common & Preferred Stock)

Other Product Type(s):

Allegations: MEMBER FIRM VIOLATED PCXE RULE 7.23(A)(1) WHEN IT FAILED TOMAINTAIN CONTINUOUS TWO-SIDED Q ORDERS FOR ISSUES IN WHICH ITIS REGISTERED AS A MARKET MAKER.

Current Status: Final

Resolution Date: 09/08/2005

Resolution: Decision & Order of Offer of Settlement

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Resolution Date: 09/08/2005

Other Sanctions Ordered: PIPER JAFFRAY WILL AMEND ITS OPERATIONAL AND SUPERVISORYPROCEDURES TO GREATLY REDUCE IF NOT ELIMINATE PIPER JAFFRAY'SFUTURE VIOLATION OF ITS MARKET MAKER OBLIGATION TO MAINTAINCONTINUOUS TWO-SIDED Q ORDERS.

Sanction Details: $18,450.00 FINE LEVIED AGAINST PIPER JAFFRAY WAS PAID ON OCTOBER10, 2005.

Does the order constitute afinal order based onviolations of any laws orregulations that prohibitfraudulent, manipulative, ordeceptive conduct?

No

Sanctions Ordered: Monetary/Fine $18,450.00

iReporting Source: Firm

Initiated By: PCX EQUITIES, INC.

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

UNDERTAKING

Date Initiated: 09/27/2005

Docket/Case Number: 05-23

Principal Product Type: Equity Listed (Common & Preferred Stock)

Other Product Type(s):

Allegations: ALLEGES VIOLATION OF PCXE RULE 7.23(A)(1). PIPER JAFFRAY FAILED ONNUMEROUS OCCASIONS TO MAINTAIN CONTINUOUS, TWO-SIDED QORDERS IN NUMEROUS SECURITIES IN WHIC PIPER WAS REGISTERED TOTRADE AS A MARKET MAKER.

Current Status: Final

Resolution Date: 09/27/2005

Resolution:

Other Sanctions Ordered: AN UNDERTAKING WHEREBY PIPER SHALL DEMONSTRATE TO THESATISFACTION OF THE PCXE DIRECTOR OF MARKET REGULATION NOLATER THAN 30 CALENDAR DAYS AFTER THE DATE THIS OFFER ISAPPROVED BY THE BCC THAT PIPER HAS AMENDED ITS OPERATIONALAND SUPERVISORY PROCEDURES TO GREATLY REDUCE IF NOTELIMINATE PIPER'S FUTURE VIOLATION OF ITS MARKET MAKEROBLIGATION TO MAINTAIN CONTINUOUS TWO-SIDED Q ORDERS.

Sanctions Ordered: Monetary/Fine $18,450.00

Decision & Order of Offer of Settlement

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AN UNDERTAKING WHEREBY PIPER SHALL DEMONSTRATE TO THESATISFACTION OF THE PCXE DIRECTOR OF MARKET REGULATION NOLATER THAN 30 CALENDAR DAYS AFTER THE DATE THIS OFFER ISAPPROVED BY THE BCC THAT PIPER HAS AMENDED ITS OPERATIONALAND SUPERVISORY PROCEDURES TO GREATLY REDUCE IF NOTELIMINATE PIPER'S FUTURE VIOLATION OF ITS MARKET MAKEROBLIGATION TO MAINTAIN CONTINUOUS TWO-SIDED Q ORDERS.

Sanction Details: PIPER'S ACCOUNT WILL BE DEBITED FOR THE $18,450.00 FINE.

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Reporting Source: Regulator

Initiated By: NORTH DAKOTA

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

Date Initiated: 08/29/2005

Docket/Case Number:

URL for Regulatory Action:

Principal Product Type: Annuity(ies) - Variable

Other Product Type(s): MUTUAL FUNDS

Allegations: RESPONDENT, THROUGH ITS AGENT, BRADY VOLLMERS, ENGAGED INUNSUITABLE TRANSACTIONS IN THE ACCOUNT OF A NORTH DAKOTARESIDENT. SEVERAL OF THE TRANSACTIONS WERE ALSO IMPROPERLYMARKED "UNSOLICITED".

Current Status: Final

Resolution Date: 06/28/2006

Resolution:

Other Sanctions Ordered:

Sanction Details: DISGORGEMENT OF $7,203.66 TO INVESTOR RESTITUTION FUND, FORRETURN TO INVESTORS. PENALTY AND DISGORGEMENT COLLECTED.

Does the order constitute afinal order based onviolations of any laws orregulations that prohibitfraudulent, manipulative, ordeceptive conduct?

Yes

Sanctions Ordered: Monetary/Fine $10,000.00Disgorgement/Restitution

Consent

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Sanction Details: DISGORGEMENT OF $7,203.66 TO INVESTOR RESTITUTION FUND, FORRETURN TO INVESTORS. PENALTY AND DISGORGEMENT COLLECTED.

iReporting Source: Firm

Initiated By: STATE OF NORTH DAKOTA

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

Date Initiated: 08/29/2005

Docket/Case Number: UNKNOWN

Principal Product Type: Annuity(ies) - Variable

Other Product Type(s): MUTUAL FUNDS

Allegations: ALLEGES PIPER JAFFRAY, THROUGH ONE OF ITS AGENTS, ENGAGED INUNSUITABLE TRANSACTIONS IN THE ACCOUNT OF A NORTH DAKOTARESIDENT. SEVERAL OF THE TRANSACTIONS WERE ALSO IMPROPERLYMARKED "UNSOLICITED".

Current Status: Final

Resolution Date: 06/28/2006

Resolution:

Other Sanctions Ordered: $4,537.62 AS DISGORGEMENT TO THE INVESTOR RESTITUTION FUND AND$2,666.04 TO THE INVESTOR RESTITUTION FUND - THOSE FUNDS WILL BEPAID TO THE CLIENT. PIPER JAFFRAY SHALL PROPERLY SUPERVISE THEACTIVITIES OF ITS AGENTS WITH REGARD TO ALL SECURITIES-RELATEDACTIVITY IN NORTH DAKOTA.

Sanction Details: FUNDS WERE PAID ON JUNE 26, 2006.

Sanctions Ordered: Monetary/Fine $10,000.00Disgorgement/Restitution

Order

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Reporting Source: Regulator

Allegations: **9/28/05**STIPULATION AND CONSENT TO PENALTY FILED BY NYSEDIVISION OF ENFORCEMENT AND PENDING CONSENTED TO FINDINGS:1.VIOLATED EXCHANGE RULE 410A BY FAILING TO SUBMIT ACCURATETRADING INFORMATION THROUGH THE SUBMISSION OF ELECTRONICBLUE SHEETS IN RESPONSE TO ONE OR MORE REQUESTS FOR SUCHINFORMATION BY THE EXCHANGE;2.VIOLATED EXCHANGE RULE 401 BYFAILING TO ADHERE TO THE PRINCIPLES OF GOOD BUSINESS PRACTICEIN THE CONDUCT OF THEIR BUSINESS AFFAIRS IN THAT IT SUBMITTEDINACCURATE TRADING INFORMATION ON ELECTRONIC BLUE SHEETS INRESPONSE TO ONE OR MORE REQUESTS FOR SUCH INFORMATION BYTHE EXCHANGE; AND 3.VIOLATED EXCHANGE RULES 342 BY FAILING TOESTABLISH AND MAINTAIN APPROPRIATE SYSTEMS AND PROCEDURESFOR THE SUPERVISION AND CONTROL OF AREAS RESPONSIBLE FORCOMPLYING WITH ELECTRONIC BLUE SHEET REPORTINGREQUIREMENTS, AND FAILED TO ESTABLISH A SEPARATE SYSTEM OFFOLLOW-UP AND REVIEW TO REASONABLY ENSURE COMPLIANCE WITHEXCHANGE RULES RELATING TO THE PREPARATION AND SUBMISSION OFELECTRONIC BLUE SHEETS.STIPULATED SANCTION: THE IMPOSITION BY THE EXCHANGE OF ACENSURE, A $300,000 FINE AND A REQUIREMENT THAT RESPONDENT WILLCONDUCT A VALIDATION OF ALL REQUIRED BLUE SHEET DATA ELEMENTSIN ACCORDANCE WITH ISG REGULATORY MEMORANDUM, ISG 2005-01.

Current Status: Final

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Initiated By: NEW YORK STOCK EXCHANGE DIVISION OF ENFORCEMENT

Principal Sanction(s)/ReliefSought:

Other Sanction(s)/ReliefSought:

Date Initiated: 09/28/2005

Docket/Case Number: HPD# 05-154

Principal Product Type: Other

Other Product Type(s):

**9/28/05**STIPULATION AND CONSENT TO PENALTY FILED BY NYSEDIVISION OF ENFORCEMENT AND PENDING CONSENTED TO FINDINGS:1.VIOLATED EXCHANGE RULE 410A BY FAILING TO SUBMIT ACCURATETRADING INFORMATION THROUGH THE SUBMISSION OF ELECTRONICBLUE SHEETS IN RESPONSE TO ONE OR MORE REQUESTS FOR SUCHINFORMATION BY THE EXCHANGE;2.VIOLATED EXCHANGE RULE 401 BYFAILING TO ADHERE TO THE PRINCIPLES OF GOOD BUSINESS PRACTICEIN THE CONDUCT OF THEIR BUSINESS AFFAIRS IN THAT IT SUBMITTEDINACCURATE TRADING INFORMATION ON ELECTRONIC BLUE SHEETS INRESPONSE TO ONE OR MORE REQUESTS FOR SUCH INFORMATION BYTHE EXCHANGE; AND 3.VIOLATED EXCHANGE RULES 342 BY FAILING TOESTABLISH AND MAINTAIN APPROPRIATE SYSTEMS AND PROCEDURESFOR THE SUPERVISION AND CONTROL OF AREAS RESPONSIBLE FORCOMPLYING WITH ELECTRONIC BLUE SHEET REPORTINGREQUIREMENTS, AND FAILED TO ESTABLISH A SEPARATE SYSTEM OFFOLLOW-UP AND REVIEW TO REASONABLY ENSURE COMPLIANCE WITHEXCHANGE RULES RELATING TO THE PREPARATION AND SUBMISSION OFELECTRONIC BLUE SHEETS.STIPULATED SANCTION: THE IMPOSITION BY THE EXCHANGE OF ACENSURE, A $300,000 FINE AND A REQUIREMENT THAT RESPONDENT WILLCONDUCT A VALIDATION OF ALL REQUIRED BLUE SHEET DATA ELEMENTSIN ACCORDANCE WITH ISG REGULATORY MEMORANDUM, ISG 2005-01.

Resolution Date: 02/17/2006

Resolution:

Other Sanctions Ordered:

Sanction Details: **1/5/06** DECISION 05-154 ISSUED BY NYSE HEARING PANELDECISION: VIOLATED NYSE RULE 410A BY FAILING TO SUBMIT ACCURATETRADING INFORMATION THROUGH THE SUBMISSION OF ELECTRONICBLUE SHEETS; VIOLATED NYSE RULE 401 BY SUBMITTING INACCURATETRADING INFORMATION ON ELECTRONIC BLUE SHEETS; VIOLATED NYSERULE 342 BY FAILING TO ESTABLISH AND MAINTAIN APPROPRIATESYSTEMS AND PROCEDURES FOR THE SUPERVISION AND CONTROL OFAREAS RESPONSIBLE FOR COMPLYING WITH ELECTRONIC BLUE SHEETREPORTING REQUIREMENTS AND FAILING TO ESTABLISH A SEPARATESYSTEM OF FOLLOW-UP AND REVIEW TO REASONABLY ENSURECOMPLIANCE WITH NYSE RULES RELATING TO THE PREPARATION ANDSUBMISSION OF ELECTRONIC BLUE SHEETS. -CONSENT TO CENSURE,FINE OF $300,000, AND A REQUIREMENT TO CONDUCT VALIDATION OF ALLREQUIRED BLUE SHEET DATA ELEMENTS, AND UNDERTAKING TO INFORMNYSE IN WRITING THAT VALIDATION HAS BEEN COMPLETED.

Sanctions Ordered: CensureMonetary/Fine $300,000.00

Decision

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www.finra.org/brokercheck User Guidance**1/5/06** DECISION 05-154 ISSUED BY NYSE HEARING PANELDECISION: VIOLATED NYSE RULE 410A BY FAILING TO SUBMIT ACCURATETRADING INFORMATION THROUGH THE SUBMISSION OF ELECTRONICBLUE SHEETS; VIOLATED NYSE RULE 401 BY SUBMITTING INACCURATETRADING INFORMATION ON ELECTRONIC BLUE SHEETS; VIOLATED NYSERULE 342 BY FAILING TO ESTABLISH AND MAINTAIN APPROPRIATESYSTEMS AND PROCEDURES FOR THE SUPERVISION AND CONTROL OFAREAS RESPONSIBLE FOR COMPLYING WITH ELECTRONIC BLUE SHEETREPORTING REQUIREMENTS AND FAILING TO ESTABLISH A SEPARATESYSTEM OF FOLLOW-UP AND REVIEW TO REASONABLY ENSURECOMPLIANCE WITH NYSE RULES RELATING TO THE PREPARATION ANDSUBMISSION OF ELECTRONIC BLUE SHEETS. -CONSENT TO CENSURE,FINE OF $300,000, AND A REQUIREMENT TO CONDUCT VALIDATION OF ALLREQUIRED BLUE SHEET DATA ELEMENTS, AND UNDERTAKING TO INFORMNYSE IN WRITING THAT VALIDATION HAS BEEN COMPLETED.

Regulator Statement **2/17/06**THE DECISION IS NOW FINAL AND EFFECTIVEIMMEDIATELY.CONTACT:PEGGY GERMINO AT 212-656-8450

iReporting Source: Firm

Initiated By: NEW YORK STOCK EXCHANGE DIVISION OF ENFORCEMENT

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

CENSURE

Date Initiated: 09/28/2005

Docket/Case Number: 05-154

Principal Product Type: Other

Other Product Type(s):

Allegations: ALLEGES THAT PIPER JAFFRAY 1. VIOLATED EXCHANGE RULE 410A BYFAILING TO SUBMIT ACCURATE TRADING INFORMATION THROUGH THESUBMISSION OF ELECTRONIC BLUE SHEETS IN RESPONSE TO ONE ORMORE REQUESTS FOR SUCH INFORMATION BY THE EXCHANGE; 2.VIOLATED EXCHANGE RULE 401 BY FAILING TO ADHERE TO THEPRINCIPLES OF GOOD BUSINESS PRACTICE IN THE CONDUCT OF THEIRBUSINESS AFFAIRS IN THAT IT SUBMITTED INACCURATE TRADINGINFORMATION ON ELECTRONIC BLUE SHEETS IN RESPONSE TO ONE ORMORE REQUESTS FOR SUCH INFORMATION BY THE EXCHANGE; AND 3.VIOLATED EXCHANGE RULES 342 BY FAILING TO ESTABLISH AND MAINTAINAPPROPRIATE SYSTEMS AND PROCEDURES FOR THE SUPERVISION ANDCONTROL OF AREAS RESPONSIBLE FOR COMPLYING WITH ELECTRONICBLUE SHEET REPORTING REQUIREMENTS, AND FAILED TO ESTABLISH ASEPARATE SYSTEM OF FOLLOW-UP AND REVIEW TO REASONABLYENSURE COMPLIANCE WITH EXCHANGE RULES RELATING TO THEPREPARATION AND SUBMISSION OF ELECTRONIC BLUE SHEETS.

Current Status: Final

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Other Sanction(s)/ReliefSought:

CENSURE

Resolution Date: 01/03/2006

Resolution:

Other Sanctions Ordered: UNDERTAKING

Sanction Details: REQUIREMENT TO CONDUCT VALIDATION OF ALL REQUIRED BLUE SHEETDATA ELEMENTS, AND UNDERTAKING TO INFORM NYSE IN WRITING THATVALIDATION HAS BEEN COMPLETED. FINE WAS PAID ON MARCH 10, 2006.

Sanctions Ordered: CensureMonetary/Fine $300,000.00

Consent

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Reporting Source: Regulator

Initiated By: NASD

Principal Sanction(s)/ReliefSought:

Other Sanction(s)/ReliefSought:

Date Initiated: 06/28/2005

Docket/Case Number: C0420050022

Principal Product Type: Debt - Municipal

Other Product Type(s):

Allegations: MSRB RULES G-14 & G-27 - PIPER JAFFRAY & CO OVER-REPORTEDAND/OR FAILED TO TIMELY REPORT MUNICIPAL SECURITIESTRANSACTIONS WITH PUBLIC CUSTOMERS THAT IS REPORTED TO MSRB.THE FIRM FAILED TO TIMELY REPORT AND/OR OVER-REPORTED ITSINTER-DEALER MUNICIPAL SECURITIES TRANSACTIONS TO THE MSRB.PIPER JAFFRAY ALSO FAILED TO MONITOR ITS TRADE REPORTING FORMUNICIPAL SECURITIES TRANSACTIONS TO ENSURE COMPLIANCE WITHMSRB RULE G-14.

Current Status: Final

Resolution Date: 06/28/2005

Resolution:

Does the order constitute afinal order based onviolations of any laws orregulations that prohibitfraudulent, manipulative, ordeceptive conduct?

No

Acceptance, Waiver & Consent(AWC)

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Other Sanctions Ordered:

Sanction Details: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, PIPER JAFFRAY &CO CONSENTED TO THE DESCRIBED SANCTIONS AND TO THE ENTRY OFFINDINGS; THEREFORE THE FIRM IS CENSURED AND FINED $280,000.

Does the order constitute afinal order based onviolations of any laws orregulations that prohibitfraudulent, manipulative, ordeceptive conduct?

No

Sanctions Ordered: CensureMonetary/Fine $280,000.00

iReporting Source: Firm

Initiated By: NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC.

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

CENSURE

Date Initiated: 03/01/2005

Docket/Case Number: AWAC NO. C04050022

Principal Product Type: Debt - Municipal

Other Product Type(s):

Allegations: ALLEGES THAT FROM JANUARY 1, 2003 THROUGH OCTOBER 31, 2004,PIPER FAILED TO TIMELY REPORT AND/OR OVER-REPORTED TO THEMUNICIPAL SECURITIES RULEMAKING BOARD ("MSRB") MUNICIPALTRANSACTIONS WITH CUSTOMERS AND DEALERS.

Current Status: Final

Resolution Date: 06/03/2005

Resolution:

Other Sanctions Ordered:

Sanction Details: CHECK FOR FINE WAS MAILED ON 6/30/05

Sanctions Ordered: CensureMonetary/Fine $280,000.00

Acceptance, Waiver & Consent(AWC)

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Disclosure 31 of 134

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Reporting Source: Regulator

Initiated By: NORTH DAKOTA SECURITIES DEPARTMENT

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

Date Initiated: 05/05/2005

Docket/Case Number:

URL for Regulatory Action:

Principal Product Type: Mutual Fund(s)

Other Product Type(s):

Allegations: RESPONDENT, THROUGH ITS AGENT, TERRY MILLNER, ENGAGED INUNAUTHORIZED TRANSACTIONS AND UNSUITABLE TRANSACTIONS IN THEACCOUNT OF A NORTH DAKOTA RESIDENT. FURTHER, RESPONDENT ANDMILLNER MISMARKED TRADE CONFIRMATION STATEMENTS AS "UNSOLICITED".

Current Status: Final

Resolution Date: 05/05/2005

Resolution:

Other Sanctions Ordered:

Sanction Details: PENALTY IS JOINT AND SEVERAL WITH MILLNER. SETTLEMENT WITH THENORTH DAKOTA RESIDENT WAS REACHED THROUGH A SEPARATEAGREEMENT.

Does the order constitute afinal order based onviolations of any laws orregulations that prohibitfraudulent, manipulative, ordeceptive conduct?

Yes

Sanctions Ordered: Monetary/Fine $30,000.00

Consent

iReporting Source: Firm

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Initiated By: STATE OF NORTH DAKOTA

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

Date Initiated: 05/05/2005

Docket/Case Number: UNKNOWN

Principal Product Type: Debt - Municipal

Other Product Type(s):

Allegations: ALLEGES RESPONDENTS VIOLATED SECTIONS 73-02-09-02(4-5)N.D.A.C. &73-02-09-03(6)N.D.A.C. AND SECTION 10-04-15 N.D.C.C. BY EXERCISINGDISCRETION IN A CLIENT ACCOUNT WHEN NOT AUTHORIZED TO DO SO.ALLEGES RESPONDENTS CONDUCTED TRANSACTIONS BASED ON THEINVESTMENT OBJECTIVES, RISK TEMPERMENT AND INVESTMENT TIMEHORIZON OF THE INVESTOR.

Current Status: Final

Resolution Date: 05/05/2005

Resolution:

Other Sanctions Ordered: 1.NOT CONDUCT SECURITIES TRANSACTIONS IN NORTH DAKOTA UNLESSTHE TRANSACTIONS ARE AUTHORIZED BY THE CLIENT OR THE CLIENTHAS PROVIDED WRITTEN AUTHORIZATION TO EXERCISE DISCRETION INTHAT CLIENT'S ACCOUNT 2.NOT MARK ANY TRADE CONFIRMATIONS AS "UNSOLICITED" UNLESS THE CLIENT INITIATED THE TRANSACTION ANDNO AGENT OF PJ SOLICITED THE TRANSACTION 3.NOT ENGAGE INUNSUITABLE INVESTMENTS IN THE ACCOUNT A NORTH DAKOTA RESIDENTCLIENT.

Sanction Details: THE CIVIL PENALTY OF $30,000 WAS PAID ON MAY 2, 2005.

Sanctions Ordered: Monetary/Fine $30,000.00

Order

Disclosure 32 of 134

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Reporting Source: Firm

Allegations: U.S. BANCORP PIPER JAFFRAY IS ALLEGED TO HAVE VIOLATED SECTION8.E.(1)(B) OF THE ILLINOIS SECURITIES LAW OF 1953 BY: A)ENGAGING INACTS & PRACTICES THAT CREATED OR MAINTAINED INAPPROPRIATEINFLUENCE BY THE INVESTMENT BANKING DEPARTMENT OVERRESEARCH ANALYSTS THEREFORE IMPOSING CONFLICTS OF INTERESTON ITS RESEARCH ANALYSTS & FAILING TO MANAGE THESE CONFLICTS INAN ADEQUATE OR APPROPRIATE MANNER; B)THREATENING TO DROPRESEARCH COVERAGE IF THE FIRM WAS NOT SELECTED AS A LEADMANAGER IN AN INVESTMENT BANKING TRANSACTION; C)ISSUINGRESEARCH REPORTS ON ESPERION THERAPEUTICS INC. & TRITONNETWORK SYSTEMS THAT DID NOT PROVIDE A SOUND BASIS FOREVALUATING FACTS REGARDING THOSE COMPANIES & THEIR BUSINESSPROSPECTS; CONTAINED EXAGGERATED OR UNWARRANTED CLAIMSABOUT THOSE COMPANIES &/OR CONTAINED OPINIONS FOR WHICHTHERE WAS NO REASONABLE BASIS; D)MAKING PAYMENTS FORRESEARCH TO OTHER BROKER-DEALERS NOT INVOLVED IN ANUNDERWRITING TRANSACTION WHEN THE FIRM KNEW THAT THESEPAYMENTS WERE MADE AT LEAST IN PART FOR RESEARCH COVERAGE &BY FAILING TO DISCLOSE OR CAUSE TO BE DISCLOSED IN OFFERINGDOCUMENTS OR ELSEWHERE THE FACT OF SUCH PAYMENTS; ANDE)RECEIVING PAYMENTS FOR RESEARCH FROM OTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRITING TRANSACTIONSWITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS.

Current Status: Final

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Initiated By: STATE OF ILLINOIS

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

CEASE AND DESIST

Date Initiated: 03/24/2005

Docket/Case Number: 0400034

Principal Product Type: Other

Other Product Type(s): RESEARCH

U.S. BANCORP PIPER JAFFRAY IS ALLEGED TO HAVE VIOLATED SECTION8.E.(1)(B) OF THE ILLINOIS SECURITIES LAW OF 1953 BY: A)ENGAGING INACTS & PRACTICES THAT CREATED OR MAINTAINED INAPPROPRIATEINFLUENCE BY THE INVESTMENT BANKING DEPARTMENT OVERRESEARCH ANALYSTS THEREFORE IMPOSING CONFLICTS OF INTERESTON ITS RESEARCH ANALYSTS & FAILING TO MANAGE THESE CONFLICTS INAN ADEQUATE OR APPROPRIATE MANNER; B)THREATENING TO DROPRESEARCH COVERAGE IF THE FIRM WAS NOT SELECTED AS A LEADMANAGER IN AN INVESTMENT BANKING TRANSACTION; C)ISSUINGRESEARCH REPORTS ON ESPERION THERAPEUTICS INC. & TRITONNETWORK SYSTEMS THAT DID NOT PROVIDE A SOUND BASIS FOREVALUATING FACTS REGARDING THOSE COMPANIES & THEIR BUSINESSPROSPECTS; CONTAINED EXAGGERATED OR UNWARRANTED CLAIMSABOUT THOSE COMPANIES &/OR CONTAINED OPINIONS FOR WHICHTHERE WAS NO REASONABLE BASIS; D)MAKING PAYMENTS FORRESEARCH TO OTHER BROKER-DEALERS NOT INVOLVED IN ANUNDERWRITING TRANSACTION WHEN THE FIRM KNEW THAT THESEPAYMENTS WERE MADE AT LEAST IN PART FOR RESEARCH COVERAGE &BY FAILING TO DISCLOSE OR CAUSE TO BE DISCLOSED IN OFFERINGDOCUMENTS OR ELSEWHERE THE FACT OF SUCH PAYMENTS; ANDE)RECEIVING PAYMENTS FOR RESEARCH FROM OTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRITING TRANSACTIONSWITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS.

Resolution Date: 04/01/2005

Resolution:

Other Sanctions Ordered: $478,461 TO THE STATE OF ILLINOIS

Sanction Details: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESTIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PRACTICES BY THE SEC, NYSE, NASD AND AMULTI-STATE TASK FORCE. UNDER THE TERMS OF THE SETTLEMENTSREACHED JOINTLY WITH THE SEC, NYSE, NASD AND TASK FORCE, THEFIRM IS REQUIRED TO PAY A TOTAL OF $32,500,000 IN SETTLEMENT OFTHESE MATTERS AND HAS AGREED TO CEASE AND DESIST IN THEFUTURE FROM THE ALLEGED IMPROPER CONDUCT. PURSUANT TO THESETTLEMENT DOCUMENTS, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNED AS A CIVIL PENALTY, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS DISGORGEMENT OF COMMISSIONS AND FEES, AND$7,500,000 OF THIS AMOUNT SHALL BE USED TO FUND THEPROCUREMENT OF INDEPENDENT RESEARCH. AMOUNTS PAID TO THEVARIOUS STATES, INCLUDING THE $478,461 PAID TO THE STATE OFILLINOIS PURSUANT TO THE ADMINISTRATIVE CONSENT ORDER, SHALL BEAPPLIED TO AND REDUCE THE AMOUNT OF THE $12,500,000 CIVILPENALTY DESCRIBED ABOVE. THE PAYMENT OF $478,461 WAS MADE ONMARCH 24, 2005. THE $12,500,000 DISGORGMENT AMOUNT DESCRIBEDABOVE IS TO BE PAID TO THE UNITED STATES DISTRICT COURT WITHINTEN (10) DAYS OF COURT APPROVAL OF THE SEC SETTLEMENT ANDENTRY OF FINAL JUDGMENT IN THAT MATTER. THE $7,500,000 TOPROCURE INDEPENDENT RESEARCH SHALL BE DEPOSITED INTOESCROW WITHIN THIRTY (30) DAYS OF ENTRY OF THE FINAL JUDGMENT.

Sanctions Ordered: Monetary/Fine $12,500,000.00Cease and Desist/Injunction

Order

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www.finra.org/brokercheck User GuidanceWITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESTIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PRACTICES BY THE SEC, NYSE, NASD AND AMULTI-STATE TASK FORCE. UNDER THE TERMS OF THE SETTLEMENTSREACHED JOINTLY WITH THE SEC, NYSE, NASD AND TASK FORCE, THEFIRM IS REQUIRED TO PAY A TOTAL OF $32,500,000 IN SETTLEMENT OFTHESE MATTERS AND HAS AGREED TO CEASE AND DESIST IN THEFUTURE FROM THE ALLEGED IMPROPER CONDUCT. PURSUANT TO THESETTLEMENT DOCUMENTS, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNED AS A CIVIL PENALTY, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS DISGORGEMENT OF COMMISSIONS AND FEES, AND$7,500,000 OF THIS AMOUNT SHALL BE USED TO FUND THEPROCUREMENT OF INDEPENDENT RESEARCH. AMOUNTS PAID TO THEVARIOUS STATES, INCLUDING THE $478,461 PAID TO THE STATE OFILLINOIS PURSUANT TO THE ADMINISTRATIVE CONSENT ORDER, SHALL BEAPPLIED TO AND REDUCE THE AMOUNT OF THE $12,500,000 CIVILPENALTY DESCRIBED ABOVE. THE PAYMENT OF $478,461 WAS MADE ONMARCH 24, 2005. THE $12,500,000 DISGORGMENT AMOUNT DESCRIBEDABOVE IS TO BE PAID TO THE UNITED STATES DISTRICT COURT WITHINTEN (10) DAYS OF COURT APPROVAL OF THE SEC SETTLEMENT ANDENTRY OF FINAL JUDGMENT IN THAT MATTER. THE $7,500,000 TOPROCURE INDEPENDENT RESEARCH SHALL BE DEPOSITED INTOESCROW WITHIN THIRTY (30) DAYS OF ENTRY OF THE FINAL JUDGMENT.

Disclosure 33 of 134

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Reporting Source: Regulator

Initiated By: NORTH DAKOTA

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

Date Initiated: 10/13/2004

Docket/Case Number:

URL for Regulatory Action:

Principal Product Type: Equity - OTC

Other Product Type(s):

Allegations: RESPONDENT, THROUGH ITS AGENT, DREW LIKNESS, ENGAGED INUNSUITABLE TRADING IN A CUSTOMER ACCOUNT. THE TRADING ALSOINVOLVED UNAUTHORIZED TRADING. AT LEAST SEVEN OF THE TRADECONFIRMATION STATEMENTS WERE IMPROPERLY MARKED "UNSOLICITED".

Current Status: Final

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Other Sanction(s)/ReliefSought:

Resolution Date: 10/13/2004

Resolution:

Other Sanctions Ordered: RESPONDENT WAS ORDERED TO SUPERVISE ITS AGENTS.

Sanction Details: RESPONDENT WAS FINED $20,000 AND ORDERED TO SUPERVISE ITSAGENTS IN THE FUTURE.

Does the order constitute afinal order based onviolations of any laws orregulations that prohibitfraudulent, manipulative, ordeceptive conduct?

Yes

Sanctions Ordered: Monetary/Fine $20,000.00

Consent

iReporting Source: Firm

Initiated By: STATE OF NORTH DAKOTA

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

Date Initiated: 09/01/2004

Docket/Case Number: NONE

Principal Product Type: Equity - OTC

Other Product Type(s):

Allegations: ALLEGES PIPER JAFFRAY DID NOT PROPERLY SUPERVISE ONE ITSAGENTS REGARDING ACTIVITY IN A CLIENT'S ACCOUNT IN VIOLATION OFSECTION 10-04-11(1)(M)N.D.C.C.

Current Status: Final

Resolution Date: 10/13/2004

Resolution:

Other Sanctions Ordered: 1. PIPER JAFFRAY SHALL NOT ENGAGE IN ANY VIOLATIONS OF THE NORTHDAKOTA SECURITIES ACT, OR ADMINISTRATIVE RULES PROMULGATEDUNDER THE SECURITIES ACT, OR ENGAGE IN ANY FRAUDULENT CONDUCTIN NORTH DAKOTA IN VIOLATION OF SECTION 10-04-15 N.D.C.C.2. PIPER JAFFRAY SHALL PROPERLY SUPERVISE THE ACTIVITIES OF ITSAGENTS WITH REGARD TO ALL SECURITIES RELATED ACTIVITY IN NORTHDAKOTA.

Sanctions Ordered: Monetary/Fine $20,000.00

Order

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Other Sanctions Ordered: 1. PIPER JAFFRAY SHALL NOT ENGAGE IN ANY VIOLATIONS OF THE NORTHDAKOTA SECURITIES ACT, OR ADMINISTRATIVE RULES PROMULGATEDUNDER THE SECURITIES ACT, OR ENGAGE IN ANY FRAUDULENT CONDUCTIN NORTH DAKOTA IN VIOLATION OF SECTION 10-04-15 N.D.C.C.2. PIPER JAFFRAY SHALL PROPERLY SUPERVISE THE ACTIVITIES OF ITSAGENTS WITH REGARD TO ALL SECURITIES RELATED ACTIVITY IN NORTHDAKOTA.

Sanction Details: THE CIVIL PENALTY OF $20,000 WAS PAID ON OCTOBER 11, 2004.

Disclosure 34 of 134

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Reporting Source: Regulator

Initiated By: NORTH DAKOTA

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

Date Initiated: 10/25/2004

Docket/Case Number:

URL for Regulatory Action:

Principal Product Type: Debt - Municipal

Other Product Type(s):

Allegations: RESPONDENT, THROUGH ITS AGENT, JASON MILLNER, CONDUCTED NINEUNAUTHORIZED TRADES IN A CLIENT ACCOUNT. 8 OF THE TRADES WEREIMPROPERLY MARKED "UNSOLICITED".

Current Status: Final

Resolution Date: 10/25/2004

Resolution:

Other Sanctions Ordered: RESPONDENT ORDERED TO NOT CONDUCT UNAUTHORIZED TRADES INCLIENT ACCOUNTS. RESPONDENT ORDERED TO NOT MAKR TRADECONFIRMATION STATEMENTS AS "UNSOLICITED" WHEN THETRANSACTIONS WERE NOT INITIATED BY THE CLIENT.

Does the order constitute afinal order based onviolations of any laws orregulations that prohibitfraudulent, manipulative, ordeceptive conduct?

Yes

Sanctions Ordered: Monetary/Fine $17,000.00

Consent

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RESPONDENT ORDERED TO NOT CONDUCT UNAUTHORIZED TRADES INCLIENT ACCOUNTS. RESPONDENT ORDERED TO NOT MAKR TRADECONFIRMATION STATEMENTS AS "UNSOLICITED" WHEN THETRANSACTIONS WERE NOT INITIATED BY THE CLIENT.

Sanction Details: PENALTY IS JOINT AND SEVERAL WITH THE AGENT, JASON MILLNER.

iReporting Source: Firm

Initiated By: STATE OF NORTH DAKOTA

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

Date Initiated: 06/29/2004

Docket/Case Number: UNKNOWN

Principal Product Type: Debt - Municipal

Other Product Type(s):

Allegations: ALLEGES RESPONDENTS VIOLATED SECTIONS 73-02-09-02(4-5) N.D.A.C.AND SECTION 10-04-15 N.D.C.C. BY EXERCISING DISCRETION IN A CLIENTACCOUNT WHEN NOT AUTHORIZED TO DO SO. ALLEGES RESPONDENTSIMPROPERLY MARKED EIGHT OR NINE TRADE CONFIRMATIONSTATEMENTS AS "UNSOLICITED".

Current Status: Final

Resolution Date: 10/25/2004

Resolution:

Other Sanctions Ordered: 1. NOT CONDUCT SECURITIES TRANSACTIONS IN NORTH DAKOTA UNLESSTHE TRANSACTIONS ARE AUTHORIZED BY THE CLIENT OR THE CLIENTHAS PROVIDED WRITTEN AUTHORIZATION TO EXERCISE DISCRETION INTHAT CLIENT'S ACCOUNT. 2. NOT MARK ANY TRADE CONFIRMATIONS AS "UNSOLICITED" UNLESS THE CLIENT INITIATED THE TRANSACTION ANDNO AGENT OF PJ SOLICITED THE TRANSACTION.

Sanction Details: THE CIVIL PENALTY OF $17,000 WAS PAID ON OCTOBER 4, 2004.

Sanctions Ordered: Monetary/Fine $17,000.00

Order

Disclosure 35 of 134

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Reporting Source: Firm

Allegations: U.S. BANCORP PIPER JAFFRAY IS ALLEGED TO HAVE VIOLATED ACT 35-1-520(1)(B)(VII) & ACT 35-1-520(2)(B)(I) BY: A)ENGAGING IN ACTS & PRACTICESTHAT CREATED OR MAINTAINED INAPPROPRIATE INFLUENCE BY THEINVESTMENT BANKING DEPARTMENT OVER RESEARCH ANALYSTSTHEREFORE IMPOSING CONFLICTS OF INTEREST ON ITS RESEARCHANALYSTS & FAILING TO MANAGE THESE CONFLICTS IN AN ADEQUATE ORAPPROPRIATE MANNER; B)THREATENING TO DROP RESEARCHCOVERAGE IF THE FIRM WAS NOT SELECTED AS A LEAD MANAGER IN ANINVESTMENT BANKING TRANSACTION; C)ISSUING RESEARCH REPORTSON ESPERION THERAPEUTICS INC. & TRITON NETWORK SYSTEMS THATDID NOT PROVIDE A SOUND BASIS FOR EVALUATING FACTS REGARDINGTHOSE COMPANIES & THEIR BUSINESS PROSPECTS; CONTAINEDEXAGGERATED OR UNWARRANTED CLAIMS ABOUT THOSE COMPANIES&/OR CONTAINED OPINIONS FOR WHICH THERE WAS NO REASONABLEBASIS; D)MAKING PAYMENTS FOR RESEARCH TO OTHER BROKER-DEALERS NOT INVOLVED IN AN UNDERWRITING TRANSACTION WHEN THEFIRM KNEW THAT THESE PAYMENTS WERE MADE AT LEAST IN PART FORRESEARCH COVERAGE & BY FAILING TO DISCLOSE OR CAUSE TO BEDISCLOSED IN OFFERING DOCUMENTS OR ELSEWHERE THE FACT OFSUCH PAYMENTS; AND E)RECEIVING PAYMENTS FOR RESEARCH FROMOTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRITINGTRANSACTIONS WITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS.

Current Status: Final

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Initiated By: STATE OF SOUTH CAROLINA

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

CEASE AND DESIST

Date Initiated: 06/11/2004

Docket/Case Number: 03089

Principal Product Type: Other

Other Product Type(s): RESEARCH

Allegations: U.S. BANCORP PIPER JAFFRAY IS ALLEGED TO HAVE VIOLATED ACT 35-1-520(1)(B)(VII) & ACT 35-1-520(2)(B)(I) BY: A)ENGAGING IN ACTS & PRACTICESTHAT CREATED OR MAINTAINED INAPPROPRIATE INFLUENCE BY THEINVESTMENT BANKING DEPARTMENT OVER RESEARCH ANALYSTSTHEREFORE IMPOSING CONFLICTS OF INTEREST ON ITS RESEARCHANALYSTS & FAILING TO MANAGE THESE CONFLICTS IN AN ADEQUATE ORAPPROPRIATE MANNER; B)THREATENING TO DROP RESEARCHCOVERAGE IF THE FIRM WAS NOT SELECTED AS A LEAD MANAGER IN ANINVESTMENT BANKING TRANSACTION; C)ISSUING RESEARCH REPORTSON ESPERION THERAPEUTICS INC. & TRITON NETWORK SYSTEMS THATDID NOT PROVIDE A SOUND BASIS FOR EVALUATING FACTS REGARDINGTHOSE COMPANIES & THEIR BUSINESS PROSPECTS; CONTAINEDEXAGGERATED OR UNWARRANTED CLAIMS ABOUT THOSE COMPANIES&/OR CONTAINED OPINIONS FOR WHICH THERE WAS NO REASONABLEBASIS; D)MAKING PAYMENTS FOR RESEARCH TO OTHER BROKER-DEALERS NOT INVOLVED IN AN UNDERWRITING TRANSACTION WHEN THEFIRM KNEW THAT THESE PAYMENTS WERE MADE AT LEAST IN PART FORRESEARCH COVERAGE & BY FAILING TO DISCLOSE OR CAUSE TO BEDISCLOSED IN OFFERING DOCUMENTS OR ELSEWHERE THE FACT OFSUCH PAYMENTS; AND E)RECEIVING PAYMENTS FOR RESEARCH FROMOTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRITINGTRANSACTIONS WITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS.

Resolution Date: 06/29/2004

Resolution:

Other Sanctions Ordered: $154,565 TO THE STATE OF SOUTH CAROLINA

Sanction Details: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESTIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PRACTICES BY THE SEC, NYSE, NASD AND AMULTI-STATE TASK FORCE. UNDER THE TERMS OF THE SETTLEMENTSREACHED JOINTLY WITH THE SEC, NYSE, NASD AND TASK FORCE, THEFIRM IS REQUIRED TO PAY A TOTAL OF $32,500,000 IN SETTLEMENT OFTHESE MATTERS AND HAS AGREED TO CEASE AND DESIST IN THEFUTURE FROM THE ALLEGED IMPROPER CONDUCT. PURSUANT TO THESETTLEMENT DOCUMENTS, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS A CIVIL PENALTY, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS DISGORGEMENT OF COMMISSIONS AND FEES AND$7,500,000 OF THIS AMOUNT SHALL BE USED TO FUND THEPROCUREMENT OF INDEPENDENT RESEARCH. AMOUNTS PAID TO THEVARIOUS STATES, INCLUDING THE $154,565 PAID TO THE STATE OF SOUTHCAROLINA PURSUANT TO THE CONSENT ORDER, SHALL BE APPLIED TOAND REDUCE THE AMOUNT OF THE $12,500,000 CIVIL PENALTYDESCRIBED ABOVE. THE PAYMENT OF $154,565 WAS MADE ON JUNE 11,2004. THE $12,500,000 DISGORGEMENT AMOUNT DESCRIBED ABOVE IS TOBE PAID TO THE UNITED STATES DISTRICT COURT WITHIN TEN (10) DAYSOF COURT APPROVAL OF THE SEC SETTLEMENT AND ENTRY OF FINALJUDGMENT IN THAT MATTER. THE $7,500,000 TO PROCURE INDEPENDENTRESEARCH SHALL BE DEPOSITED INTO ESCROW WITHIN THIRTY (30)DAYS OF ENTRY OF THE FINAL JUDGMENT.

Sanctions Ordered: Monetary/Fine $12,500,000.00Cease and Desist/Injunction

Order

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WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESTIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PRACTICES BY THE SEC, NYSE, NASD AND AMULTI-STATE TASK FORCE. UNDER THE TERMS OF THE SETTLEMENTSREACHED JOINTLY WITH THE SEC, NYSE, NASD AND TASK FORCE, THEFIRM IS REQUIRED TO PAY A TOTAL OF $32,500,000 IN SETTLEMENT OFTHESE MATTERS AND HAS AGREED TO CEASE AND DESIST IN THEFUTURE FROM THE ALLEGED IMPROPER CONDUCT. PURSUANT TO THESETTLEMENT DOCUMENTS, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS A CIVIL PENALTY, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS DISGORGEMENT OF COMMISSIONS AND FEES AND$7,500,000 OF THIS AMOUNT SHALL BE USED TO FUND THEPROCUREMENT OF INDEPENDENT RESEARCH. AMOUNTS PAID TO THEVARIOUS STATES, INCLUDING THE $154,565 PAID TO THE STATE OF SOUTHCAROLINA PURSUANT TO THE CONSENT ORDER, SHALL BE APPLIED TOAND REDUCE THE AMOUNT OF THE $12,500,000 CIVIL PENALTYDESCRIBED ABOVE. THE PAYMENT OF $154,565 WAS MADE ON JUNE 11,2004. THE $12,500,000 DISGORGEMENT AMOUNT DESCRIBED ABOVE IS TOBE PAID TO THE UNITED STATES DISTRICT COURT WITHIN TEN (10) DAYSOF COURT APPROVAL OF THE SEC SETTLEMENT AND ENTRY OF FINALJUDGMENT IN THAT MATTER. THE $7,500,000 TO PROCURE INDEPENDENTRESEARCH SHALL BE DEPOSITED INTO ESCROW WITHIN THIRTY (30)DAYS OF ENTRY OF THE FINAL JUDGMENT.

Disclosure 36 of 134

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Reporting Source: Regulator

Initiated By: NASD

Date Initiated: 01/27/2005

Docket/Case Number: CE3050002

Principal Product Type: Mutual Fund(s)

Allegations: NASD RULES 2110 AND 2830(K) - RESPONDENT FIRM MAINTAINED A "PREFERRED PARTNER" PROGRAM IN WHICH PARTICIPATING MUTUALFUND COMPLEXES PAID A FEE IN RETURN FOR PREFERENTIALTREATMENT BY RESPONDENT FIRM. THESE BENEFITS WERE NOTAVAIALBE TO NON-PARTICIPATING FUND COMPLEXES. THREE OF THEFUND COMPLEXES PAID THEIR FEES FOR PARTICIPATING IN THEPROGRAM, IN PART, BY DIRECTING BROKERAGE COMMISSIONS TORESPONDENT FIRM. RESPONDENT FIRM RECEIVED DIRECTEDBROKERAGE COMMISSIONS FROM MUTUAL FUNDS AS PAYMENT FORPARTICIPATION IN ITS PREFERRED PARTNER PROGRAM.

Current Status: Final

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Principal Sanction(s)/ReliefSought:

Other Sanction(s)/ReliefSought:

Principal Product Type: Mutual Fund(s)

Other Product Type(s):

Resolution Date: 01/27/2005

Resolution:

Other Sanctions Ordered:

Sanction Details: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, RESPONDENT FIRMCONSENTED TO THE DESCRIBED SANCTIONS AND TO THE ENTRY OFFINDINGS; THEREFORE, FIRM IS CENSURED AND FINED $275,000.

Does the order constitute afinal order based onviolations of any laws orregulations that prohibitfraudulent, manipulative, ordeceptive conduct?

No

Sanctions Ordered: CensureMonetary/Fine $275,000.00

Acceptance, Waiver & Consent(AWC)

iReporting Source: Firm

Allegations: ALLEGES PIPER JAFFRAY VIOLATED NASD CONDUCT RULE 2830(K)(1),(2) &(6)(B) BY FAVORING THE SALE OF CERTAIN MUTUAL FUNDS ON THE BASISOF BROKERAGE COMMISSIONS RECEIVED OR EXPECTED FROM THOSEFUNDS (TIME PERIOD 1/1/98-12/31/03); VIOLATED NASD CONDUCT RULE2830(6)(A) BY PROVIDING AN INCENTIVE FOR THE SALE OF SHARES OFSPECIFIED INVESTMENT COMPANIES BASED ON THE AMOUNT OFBROKERAGE COMMISSIONS RECEIVED OR EXPECTED FROM ANYSOURCE (TIME PERIOD 1998, 1999 & SECOND QUARTER OF 2003);VIOLATED NASD CONDUCT RULE 2110 BY VIRTUE OF VIOLATING SECTION17(A)(2) OF THE EXCHANGE ACT OF 1933 BY FAILING TO DISCLOSE THAT ITRECEIVED PAYMENTS FROM CERTAIN MUTUAL FUNDS IN EXCHANGE FORHEIGHTENED VISIBILITY WITHIN PIPER'S DISTRIBUTION NETWORK, AND BYFAILING TO DISCLOSE THAT IT RECEIVED DIRECTED BROKERAGE FROMCERTAIN MUTUAL FUNDS FOR SUCH HEIGHTENED VISIBILITY; VIOLATEDSECTION 10(B) OF THE EXCHANGE ACT OF 1934, RULE 10B-10PROMULGATED THEREUNDER, AND NASD CONDUCT RULE 2230 IS BASEDUPON PIPER'S FAILURE TO DISCLOSE TO CUSTOMERS IN TRANSACTIONCONFIRMATIONS THAT IT WAS RECEIVING PAYMENTS FROM CERTAINMUTUAL FUNDS IN EXCHANGE FOR HEIGHTENED VISIBILITY WITHINPIPER'S DISTRIBUTION NETWORK AND ITS FAILURE TO DISCLOSE THAT ITRECEIVED DIRECTED BROKERAGE FROM CERTAIN MUTUAL FUNDS FORSUCH HEIGHTENED VISIBILITY (TIME PERIOD 1/1/98-12/31/03); VIOLATEDNASD CONDUCT RULES 3010(A)&(B) BY FAILING TO ESTABLISH, MAINTAINAND ENFORCE A SUPERVISORY SYSTEM AND WRITTEN SUPERVISORYPROCEDURES THAT WERE REASONABLY DESIGNED TO ACHIEVECOMPLIANCE WITH NASD CONDUCT RULE 283(K).

Current Status: Final

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Initiated By: NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC.

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

Date Initiated: 08/02/2004

Docket/Case Number: AWAC NO. CE3050002

Principal Product Type: Mutual Fund(s)

Other Product Type(s):

ALLEGES PIPER JAFFRAY VIOLATED NASD CONDUCT RULE 2830(K)(1),(2) &(6)(B) BY FAVORING THE SALE OF CERTAIN MUTUAL FUNDS ON THE BASISOF BROKERAGE COMMISSIONS RECEIVED OR EXPECTED FROM THOSEFUNDS (TIME PERIOD 1/1/98-12/31/03); VIOLATED NASD CONDUCT RULE2830(6)(A) BY PROVIDING AN INCENTIVE FOR THE SALE OF SHARES OFSPECIFIED INVESTMENT COMPANIES BASED ON THE AMOUNT OFBROKERAGE COMMISSIONS RECEIVED OR EXPECTED FROM ANYSOURCE (TIME PERIOD 1998, 1999 & SECOND QUARTER OF 2003);VIOLATED NASD CONDUCT RULE 2110 BY VIRTUE OF VIOLATING SECTION17(A)(2) OF THE EXCHANGE ACT OF 1933 BY FAILING TO DISCLOSE THAT ITRECEIVED PAYMENTS FROM CERTAIN MUTUAL FUNDS IN EXCHANGE FORHEIGHTENED VISIBILITY WITHIN PIPER'S DISTRIBUTION NETWORK, AND BYFAILING TO DISCLOSE THAT IT RECEIVED DIRECTED BROKERAGE FROMCERTAIN MUTUAL FUNDS FOR SUCH HEIGHTENED VISIBILITY; VIOLATEDSECTION 10(B) OF THE EXCHANGE ACT OF 1934, RULE 10B-10PROMULGATED THEREUNDER, AND NASD CONDUCT RULE 2230 IS BASEDUPON PIPER'S FAILURE TO DISCLOSE TO CUSTOMERS IN TRANSACTIONCONFIRMATIONS THAT IT WAS RECEIVING PAYMENTS FROM CERTAINMUTUAL FUNDS IN EXCHANGE FOR HEIGHTENED VISIBILITY WITHINPIPER'S DISTRIBUTION NETWORK AND ITS FAILURE TO DISCLOSE THAT ITRECEIVED DIRECTED BROKERAGE FROM CERTAIN MUTUAL FUNDS FORSUCH HEIGHTENED VISIBILITY (TIME PERIOD 1/1/98-12/31/03); VIOLATEDNASD CONDUCT RULES 3010(A)&(B) BY FAILING TO ESTABLISH, MAINTAINAND ENFORCE A SUPERVISORY SYSTEM AND WRITTEN SUPERVISORYPROCEDURES THAT WERE REASONABLY DESIGNED TO ACHIEVECOMPLIANCE WITH NASD CONDUCT RULE 283(K).

Resolution Date: 01/27/2005

Resolution:

Other Sanctions Ordered:

Sanction Details: CHECK IN THE AMOUNT OF $275,000 WAS SENT ON 2/7/05.

Sanctions Ordered: CensureMonetary/Fine $275,000.00

Acceptance, Waiver & Consent(AWC)

Disclosure 37 of 134

i

Reporting Source: Firm

Allegations: U.S. BANCORP PIPER JAFFRAY IS ALLEGED TO HAVE VIOLATED LOUISIANASECURITIES LAW BY: A)ENGAGING IN ACTS & PRACTICES THAT CREATEDOR MAINTAINED INAPPROPRIATE INFLUENCE BY THE INVESTMENTBANKING DEPARTMENT OVER RESEARCH ANALYSTS THEREFOREIMPOSING CONFLICTS OF INTEREST ON ITS RESEARCH ANALYSTS &FAILING TO MANAGE THESE CONFLICTS IN AN ADEQUATE ORAPPROPRIATE MANNER; B)THREATENING TO DROP RESEARCHCOVERAGE IF THE FIRM WAS NOT SELECTED AS A LEAD MANAGER IN ANINVESTMENT BANKING TRANSACTION; C)ISSUING RESEARCH REPORTSON ESPERION THERAPEUTICS INC. & TRITON NETWORK SYSTEMS THATDID NOT PROVIDE A SOUND BASIS FOR EVALUATING FACTS REGARDINGTHOSE COMPANIES & THEIR BUSINESS PROSPECTS; CONTAINEDEXAGGERATED OR UNWARRANTED CLAIMS ABOUT THOSE COMPANIES&/OR CONTAINED OPINIONS FOR WHICH THERE WAS NO REASONABLEBASIS; D)MAKING PAYMENTS FOR RESEARCH TO OTHER BROKER-DEALERS NOT INVOLVED IN AN UNDERWRITING TRANSACTION WHEN THEFIRM KNEW THAT THESE PAYMENTS WERE MADE AT LEAST IN PART FORRESEARCH COVERAGE & BY FAILING TO DISCLOSE OR CAUSE TO BEDISCLOSED IN OFFERING DOCUMENTS OR ELSEWHERE THE FACT OFSUCH PAYMENTS; AND E)RECEIVING PAYMENTS FOR RESEARCH FROMOTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRITINGTRANSACTION WITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS.

Current Status: Final

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Initiated By: STATE OF LOUISIANA

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

CEASE AND DESIST

Date Initiated: 05/20/2004

Docket/Case Number: UNKNOWN

Principal Product Type: Other

Other Product Type(s): RESEARCH

U.S. BANCORP PIPER JAFFRAY IS ALLEGED TO HAVE VIOLATED LOUISIANASECURITIES LAW BY: A)ENGAGING IN ACTS & PRACTICES THAT CREATEDOR MAINTAINED INAPPROPRIATE INFLUENCE BY THE INVESTMENTBANKING DEPARTMENT OVER RESEARCH ANALYSTS THEREFOREIMPOSING CONFLICTS OF INTEREST ON ITS RESEARCH ANALYSTS &FAILING TO MANAGE THESE CONFLICTS IN AN ADEQUATE ORAPPROPRIATE MANNER; B)THREATENING TO DROP RESEARCHCOVERAGE IF THE FIRM WAS NOT SELECTED AS A LEAD MANAGER IN ANINVESTMENT BANKING TRANSACTION; C)ISSUING RESEARCH REPORTSON ESPERION THERAPEUTICS INC. & TRITON NETWORK SYSTEMS THATDID NOT PROVIDE A SOUND BASIS FOR EVALUATING FACTS REGARDINGTHOSE COMPANIES & THEIR BUSINESS PROSPECTS; CONTAINEDEXAGGERATED OR UNWARRANTED CLAIMS ABOUT THOSE COMPANIES&/OR CONTAINED OPINIONS FOR WHICH THERE WAS NO REASONABLEBASIS; D)MAKING PAYMENTS FOR RESEARCH TO OTHER BROKER-DEALERS NOT INVOLVED IN AN UNDERWRITING TRANSACTION WHEN THEFIRM KNEW THAT THESE PAYMENTS WERE MADE AT LEAST IN PART FORRESEARCH COVERAGE & BY FAILING TO DISCLOSE OR CAUSE TO BEDISCLOSED IN OFFERING DOCUMENTS OR ELSEWHERE THE FACT OFSUCH PAYMENTS; AND E)RECEIVING PAYMENTS FOR RESEARCH FROMOTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRITINGTRANSACTION WITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS.

Resolution Date: 05/26/2004

Resolution:

Other Sanctions Ordered: $172,170 TO THE STATE OF LOUISIANA

Sanction Details: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESTIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PRACTICES BY THE SEC, NYSE, NASD AND AMULTI-STATE TASK FORCE. UNDER THE TERMS OF THE SETTLEMENTSREACHED JOINTLY WITH THE SEC, NYSE, NASD AND TASK FORCE, THEFIRM IS REQUIRED TO PAY A TOTAL OF $32,500,000 IN SETTLEMENT OFTHESE MATTERS AND HAS AGREED TO CEASE AND DESIST IN THEFUTURE FROM THE ALLEGED IMPROPER CONDUCT. PURSUANT TO THESETTLEMENT DOCUMENTS, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNED AS A CIVIL PENALTY, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS DISGORGEMENT OF COMMISSIONS AND FEES, AND$7,500,000 OF THIS AMOUNT SHALL BE USED TO FUND THEPROCUREMENT OF INDEPENDENT RESEARCH. AMOUNTS PAID TO THEVARIOUS STATES, INCLUDING THE $172,170 PAID TO THE STATE OFLOUISIANA PURSUANT TO THE CONSENT ORDER, SHALL BE APPLIED TOAND REDUCE THE AMOUNT OF THE $12,500,000 CIVIL PENALTYDESCRIBED ABOVE. THE PAYMENT OF $172,170 TO THE STATE OFLOUISIANA WAS MADE ON MAY 20, 2004. THE $12,500,000 DISGORGEMENTAMOUNT DESCRIBED ABOVE IS TO BE PAID TO THE UNITED STATESDISTRICT COURT WITHIN TEN (10) DAYS OF COURT APPROVAL OF THE SECSETTLEMENT AND ENTRY OF FINAL JUDGMENT IN THAT MATTER. THE$7,500,000 TO PROCURE INDEPENDENT RESEARCH SHALL BE DEPOSITEDINTO ESCROW WITHIN THIRTY (30) DAYS OF ENTRY OF THE FINALJUDGMENT.

Sanctions Ordered: Monetary/Fine $12,500,000.00Cease and Desist/Injunction

Order

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WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESTIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PRACTICES BY THE SEC, NYSE, NASD AND AMULTI-STATE TASK FORCE. UNDER THE TERMS OF THE SETTLEMENTSREACHED JOINTLY WITH THE SEC, NYSE, NASD AND TASK FORCE, THEFIRM IS REQUIRED TO PAY A TOTAL OF $32,500,000 IN SETTLEMENT OFTHESE MATTERS AND HAS AGREED TO CEASE AND DESIST IN THEFUTURE FROM THE ALLEGED IMPROPER CONDUCT. PURSUANT TO THESETTLEMENT DOCUMENTS, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNED AS A CIVIL PENALTY, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS DISGORGEMENT OF COMMISSIONS AND FEES, AND$7,500,000 OF THIS AMOUNT SHALL BE USED TO FUND THEPROCUREMENT OF INDEPENDENT RESEARCH. AMOUNTS PAID TO THEVARIOUS STATES, INCLUDING THE $172,170 PAID TO THE STATE OFLOUISIANA PURSUANT TO THE CONSENT ORDER, SHALL BE APPLIED TOAND REDUCE THE AMOUNT OF THE $12,500,000 CIVIL PENALTYDESCRIBED ABOVE. THE PAYMENT OF $172,170 TO THE STATE OFLOUISIANA WAS MADE ON MAY 20, 2004. THE $12,500,000 DISGORGEMENTAMOUNT DESCRIBED ABOVE IS TO BE PAID TO THE UNITED STATESDISTRICT COURT WITHIN TEN (10) DAYS OF COURT APPROVAL OF THE SECSETTLEMENT AND ENTRY OF FINAL JUDGMENT IN THAT MATTER. THE$7,500,000 TO PROCURE INDEPENDENT RESEARCH SHALL BE DEPOSITEDINTO ESCROW WITHIN THIRTY (30) DAYS OF ENTRY OF THE FINALJUDGMENT.

Disclosure 38 of 134

i

Reporting Source: Regulator

Allegations: **10/15/04**STIPULATION AND CONSENT TO PENALTY FILED BY NYSEDIVISION OF ENFORCEMENT AND PENDING.STIPULATEDFINDINGS:CONSENTED TO FINDINGS THAT IT VIOLATED:1)VIOLATEDEXCHANGE RULE 342(A) AND (B) BY FAILING TO EXERCISE REASONABLESUPERVISION AND CONTROL,INCLUDING A SEPARATE SYSTEM OFFOLLOW-UP AND REVIEW, WITH RESPECT TO: I)SUPERVISION OFPRODUCING BRANCH OFFICE MANAGERS WHEN ACTING IN THE CAPACITYOF REGISTERED REPRESENTATIVES; II)MONITORING RECORDS OFCUSTOMER ADDRESSES;III)TRADE CORRECTIONS;IV)MONITORING THEUSE OF PERSONAL COMPUTERS THAT WERE SEPARATE FROM THE FIRMSCOMPANY-WIDE COMPUTER SYSTEM;V)REVIEW OF COMMUNICATIONSWITH THE PUBLIC;VI)SUPERVISORY REVIEW OF DISCRETIONARY ACCOUNTS; AND,VII)SPECIAL SUPERVISION OF A REGISTERED REPRESENTATIVE.2)VIOLATED EXCHANGE RULE 410 BY FAILING TO:I)MAKE AND PRESERVECERTAIN REQUIRED RECORDS RELATING TO CUSTOMER ORDERSEXECUTED ON THE FLOOR OF THE EXCHANGE; AND,II)FAILING TO OBTAIN APPROPRIATE WRITTEN SUPERVISORY APPROVALFOR ACCOUNT DESIGNATION CHANGES PRIOR TO EFFECTING SUCHCHANGES.3) VIOLATED EXCHANGE RULE 472 BY ISSUINGCOMMUNICATIONS TO THE PUBLIC THAT WERE:I)NOT APPROVED INADVANCE BY AN APPROPRIATE SUPERVISOR; AND/OR;II)FAILED TO MAKETHE REQUIRED DISCLOSURES.4)VIOLATED EXCHANGE RULE 351(D) BY,ON NUMEROUS OCCASIONS, FAILING TO ACCURATELY AND PROMPTLYREPORT TO THE EXCHANGE INFORMATION REGARDING CUSTOMERCOMPLAINTS.5) VIOLATED EXCHANGE RULE 408(B) BY FAILING TOGIVE DISCRETIONARY ACCOUNTS FREQUENT APPROPRIATESUPERVISORY REVIEW.**CONTINUED AT #13C**

Current Status: Final

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Initiated By: NEW YORK STOCK EXCHANGE DIVISION OF ENFORCEMENT

Principal Sanction(s)/ReliefSought:

Other Sanction(s)/ReliefSought:

Date Initiated: 10/15/2004

Docket/Case Number: HPD#: 04-180

Principal Product Type: Other

Other Product Type(s):

**10/15/04**STIPULATION AND CONSENT TO PENALTY FILED BY NYSEDIVISION OF ENFORCEMENT AND PENDING.STIPULATEDFINDINGS:CONSENTED TO FINDINGS THAT IT VIOLATED:1)VIOLATEDEXCHANGE RULE 342(A) AND (B) BY FAILING TO EXERCISE REASONABLESUPERVISION AND CONTROL,INCLUDING A SEPARATE SYSTEM OFFOLLOW-UP AND REVIEW, WITH RESPECT TO: I)SUPERVISION OFPRODUCING BRANCH OFFICE MANAGERS WHEN ACTING IN THE CAPACITYOF REGISTERED REPRESENTATIVES; II)MONITORING RECORDS OFCUSTOMER ADDRESSES;III)TRADE CORRECTIONS;IV)MONITORING THEUSE OF PERSONAL COMPUTERS THAT WERE SEPARATE FROM THE FIRMSCOMPANY-WIDE COMPUTER SYSTEM;V)REVIEW OF COMMUNICATIONSWITH THE PUBLIC;VI)SUPERVISORY REVIEW OF DISCRETIONARY ACCOUNTS; AND,VII)SPECIAL SUPERVISION OF A REGISTERED REPRESENTATIVE.2)VIOLATED EXCHANGE RULE 410 BY FAILING TO:I)MAKE AND PRESERVECERTAIN REQUIRED RECORDS RELATING TO CUSTOMER ORDERSEXECUTED ON THE FLOOR OF THE EXCHANGE; AND,II)FAILING TO OBTAIN APPROPRIATE WRITTEN SUPERVISORY APPROVALFOR ACCOUNT DESIGNATION CHANGES PRIOR TO EFFECTING SUCHCHANGES.3) VIOLATED EXCHANGE RULE 472 BY ISSUINGCOMMUNICATIONS TO THE PUBLIC THAT WERE:I)NOT APPROVED INADVANCE BY AN APPROPRIATE SUPERVISOR; AND/OR;II)FAILED TO MAKETHE REQUIRED DISCLOSURES.4)VIOLATED EXCHANGE RULE 351(D) BY,ON NUMEROUS OCCASIONS, FAILING TO ACCURATELY AND PROMPTLYREPORT TO THE EXCHANGE INFORMATION REGARDING CUSTOMERCOMPLAINTS.5) VIOLATED EXCHANGE RULE 408(B) BY FAILING TOGIVE DISCRETIONARY ACCOUNTS FREQUENT APPROPRIATESUPERVISORY REVIEW.**CONTINUED AT #13C**

Resolution Date: 12/23/2004

Resolution:

Other Sanctions Ordered:

Sanction Details: **11/24/04**DECISON 04-180 ISSUED BY NYSE HEARING PANELDECISION:VIOLATED EXCHANGE RULE 342BY FAILING TO REASONABLYSUPERVISE WITH RESPECT TO CERTAIN BUSINESS ACTIVITIES; VIOLATEDEXCHANGE RULE 410 BY FAILING TO MAKE AND PRESERVE CERTAINREQUIRED RECORDS RELATING TO CUSTOMER ORDERS EXECUTED ONTHE EXCHANGE FLOOR AND FAILING TO OBTAIN APPROPRIATE WRITTENSUPERVISORY APPROVAL FOR ACCOUNT DESIGNATION CHANGES;VIOLATED EXCHANGE RULE 472 BY ISSUING UNAPPROVEDCOMMUNICATIONS TO THE PUBLIC AND FAILING TO MAKE REQUIREDDISCLOSURES; VIOLATED EXCHANGE RULE 351(D) BY FAILING TOACCURATELY AND PROMPTLY REPORT INFORMATION REGARDINGCUSTOMER COMPLAINTS; VIOLATED EXCHANGE RULE 408(B) BY FAILINGTO GIVE DISCRETIONARY ACCOUNTS FREQUENT APPROPRIATESUPERVISORY REVIEW; VIOLATED SEA REGULATIONS 240.17A-3 AND240.17A-4 AND EXCHANGE RULE 440 BY FAILING TO MAKE AND MAINTAINREQUIRED AND TIMELY RECORDS RELATING TO THE DESIGNATION ANDEXECUTION OF CUSTOMER ORDERS, AND CANCEL AND REBILL FORMSUSED TO ACCOMPLISH POST-EXECUTION ACCOUNT DESIGNATIONCHANGES.CONSENT TO CENSURE, $250,000 FINE, AND AN UNDERTAKING.

Sanctions Ordered: CensureMonetary/Fine $250,000.00

Decision

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**11/24/04**DECISON 04-180 ISSUED BY NYSE HEARING PANELDECISION:VIOLATED EXCHANGE RULE 342BY FAILING TO REASONABLYSUPERVISE WITH RESPECT TO CERTAIN BUSINESS ACTIVITIES; VIOLATEDEXCHANGE RULE 410 BY FAILING TO MAKE AND PRESERVE CERTAINREQUIRED RECORDS RELATING TO CUSTOMER ORDERS EXECUTED ONTHE EXCHANGE FLOOR AND FAILING TO OBTAIN APPROPRIATE WRITTENSUPERVISORY APPROVAL FOR ACCOUNT DESIGNATION CHANGES;VIOLATED EXCHANGE RULE 472 BY ISSUING UNAPPROVEDCOMMUNICATIONS TO THE PUBLIC AND FAILING TO MAKE REQUIREDDISCLOSURES; VIOLATED EXCHANGE RULE 351(D) BY FAILING TOACCURATELY AND PROMPTLY REPORT INFORMATION REGARDINGCUSTOMER COMPLAINTS; VIOLATED EXCHANGE RULE 408(B) BY FAILINGTO GIVE DISCRETIONARY ACCOUNTS FREQUENT APPROPRIATESUPERVISORY REVIEW; VIOLATED SEA REGULATIONS 240.17A-3 AND240.17A-4 AND EXCHANGE RULE 440 BY FAILING TO MAKE AND MAINTAINREQUIRED AND TIMELY RECORDS RELATING TO THE DESIGNATION ANDEXECUTION OF CUSTOMER ORDERS, AND CANCEL AND REBILL FORMSUSED TO ACCOMPLISH POST-EXECUTION ACCOUNT DESIGNATIONCHANGES.CONSENT TO CENSURE, $250,000 FINE, AND AN UNDERTAKING.

Regulator Statement **THE DECISION IS NOW FINAL AND EFFECTIVE IMMEDIATELY.CONTACT:MICHELE VAN TASSEL 212-656-5340

iReporting Source: Firm

Initiated By: NEW YORK STOCK EXCHANGE, INC.

Date Initiated: 04/29/2004

Docket/Case Number: DECISION 04-180

Principal Product Type: No Product

Allegations: THE EXCHANGE ALLEGES THAT DURING 2001, 2002 AND 2003 PIPERJAFFRAY (1) VIOLATED EXCHANGE RULE 342(A) AND (B) BY FAILING TOEXERCISE REASONABLE SUPERVISION AND CONTROL, INCLUDING ASEPARATE SYSTEM OF FOLLOW-UP AND REVIEW, WITH RESPECT TOSUPERVISION OF PRODUCING BRANCH OFFICE MANAGERS WHEN ACTINGIN THE CAPACITY OF REGISTERED REPRESENTATIVES; MONITORINGRECORDS OF CUSTOMER ADDRESSES; TRADE CORRECTIONS;MONITORING THE USE OF PERSONAL COMPUTERS THAT WERE SEPARATEFROM THE FIRM'S COMPANY-WIDE COMPUTER SYSTEM; REVIEW OFCOMMUNICATIONS WITH THE PUBLIC; SUPERVISORY REVIEW OFDISCRETIONARY ACCOUNTS; AND SPECIAL SUPERVISION OF AREGISTERED REPRESENTATIVE; (2)VIOLATED EXCHANGE RULE 410 BYFAILING TO MAKE AND PRESERVE REQUIRED RECORDS RELATING TOCUSTOMER ORDERS EXECUTED ON THE FLOOR OF THE EXCHANGE; ANDFAILING TO OBTAIN APPROPRIATE WRITTEN SUPERVISORY APPROVALFOR ACCOUNT DESIGNATION CHANGES PRIOR TO EFFECTING SUCHCHANGES; (3)VIOLATED EXCHANGE RULE 472 BY ISSUINGCOMMUNICATIONS THAT WERE NOT APPROVED BY AN APPROPRIATESUPERVISOR; AND ISSUING COMMUNICATIONS THAT FAILED TO MAKE THEREQUIRED DISCLOSURES; (4)VIOLATED EXCHANGE RULE 351(D) BYFAILING TO ACCURATELY AND PROMPTLY REPORT TO THE EXCHANGEINFORMATION REGARDING CUSTOMER COMPLAINTS; (5)VIOLATEDEXCHANGE RULE 408(B)BY FAILING TO GIVE DISCRETIONARY ACCOUNTSFREQUENT APPROPRIATE SUPERVISORY REVIEW; (6)VIOLATEDREGULATIONS 240.17A-3 AND 240.17A-4, PROMULGATED PURSUANT TOSECTION 17 OF THE SECURITIES EXCHANGE ACT AND EXCHANGE RULE440 BY FAILING TO MAKE AND MAINTAIN REQUIRED AND TIMELY RECORDSRELATING TO THE DESIGNATION AND EXECUTION OF CUSTOMERORDERS; AND CANCEL AND REBILL FORMS USED TO ACCOMPLISH POST-EXECUTION ACCOUNT DESIGNATION CHANGES.

Current Status: Final

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Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

CENSURE; UNDERTAKING

Principal Product Type: No Product

Other Product Type(s):

Resolution Date: 11/23/2004

Resolution:

Other Sanctions Ordered: UNDERTAKING

Sanction Details: WITHIN 30 DAYS FROM THE DATE THE DECISION BECOMES FINAL, THEFIRM SHALL RETAIN AN OUTSIDE CONSULTANT TO CONDUCT A REVIEW OFTHE FIRM'S POLICIES, PROCEDURES AND SUPERVISORY SYSTEMSRELATING TO THE VIOLATIONS DESCRIBED ABOVE AND PREPARE AREPORT OF ITS REVIEW INCLUDING RECOMMENDATIONS FORADDITIONAL PROCEDURES AND SYSTEMS REASONABLY DESIGNED TOENSURE COMPLIANCE WITH EXCHANGE RULES AND FEDERALSECURITIES LAWS TO PREVENT A RECURRENCE. WITHIN 120 DAYS, THEREVIEW SHALL BE COMPLETED AND THE REPORT WILL BE DELIVERED TOTHE EXCHANGE. WITHIN 120 DAYS OF DELIVERY OF THE REPORT TO THEEXCHANGE, THE FIRM MUST SUBMIT TO THE EXCHANGE A LETTERSIGNED BY THE FIRM'S CEO DESCRIBING THE FIRM'S IMPLEMENTATIONOF ANY RECOMMENDATIONS CONTAINED IN THE REPORT OR OF ANYALTERNATIVE ACTIONS. THE $250,000 FINE WAS PAID ON 1/5/05.

Sanctions Ordered: CensureMonetary/Fine $250,000.00

Stipulation and Consent

Disclosure 39 of 134

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Reporting Source: Firm

Allegations: U.S. BANCORP PIPER JAFFRAY IS ALLEGED TO HAVE VIOLATED RSA 421-BBY: A)ENGAGING IN ACTS & PRACTICES THAT CREATED OR MAINTAINEDINAPPROPRIATE INFLUENCE BY THE INVESTMENT BANKING DEPARTMENTOVER RESEARCH ANALYSTS THEREFORE IMPOSING CONFLICTS OFINTEREST ON ITS RESEARCH ANALYSTS & FAILING TO MANAGE THESECONFLICTS IN AN ADEQUATE OR APPROPRIATE MANNER; B)THREATENINGTO DROP RESEARCH COVERAGE IF THE FIRM WAS NOT SELECTED AS ALEAD MANAGER IN AN INVESTMENT BANKING TRANSACTION; C)ISSUINGRESEARCH REPORTS ON ESPERION THERAPEUTICS INC. & TRITONNETWORK SYSTEMS THAT DID NOT PROVIDE A SOUND BASIS FOREVALUATING FACTS REGARDING THOSE COMPANIES & THEIR BUSINESSPROSPECTS; CONTAINED EXAGGERATED OR UNWARRANTED CLAIMSABOUT THOSE COMPANIES &/OR CONTAINED OPINIONS FOR WHICHTHERE WAS NO REAONABLE BASIS; D)MAKING PAYMENTS FORRESEARCH TO OTHER BROKER-DEALERS NOT INVOLVED IN ANUNDERWRITING TRANSACTION WHEN THE FIRM KNEW THAT THESEPAYMENTS WERE MADE AT LEAST IN PART FOR RESEARCH COVERAGE &BY FAILING TO DISCLOSE OR CAUSE TO BE DISCLOSED IN OFFERINGDOCUMENTS OR ELSEWHERE THE FACT OF SUCH PAYMENTS; ANDE)RECEIVING PAYMENTS FOR RESEARCH FROM OTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRITING TRANSACTIONSWITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS.

Current Status: Final

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Initiated By: STATE OF NEW HAMPSHIRE

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

CEASE AND DESIST

Date Initiated: 04/05/2004

Docket/Case Number: UNKNOWN

Principal Product Type: Other

Other Product Type(s): RESEARCH

U.S. BANCORP PIPER JAFFRAY IS ALLEGED TO HAVE VIOLATED RSA 421-BBY: A)ENGAGING IN ACTS & PRACTICES THAT CREATED OR MAINTAINEDINAPPROPRIATE INFLUENCE BY THE INVESTMENT BANKING DEPARTMENTOVER RESEARCH ANALYSTS THEREFORE IMPOSING CONFLICTS OFINTEREST ON ITS RESEARCH ANALYSTS & FAILING TO MANAGE THESECONFLICTS IN AN ADEQUATE OR APPROPRIATE MANNER; B)THREATENINGTO DROP RESEARCH COVERAGE IF THE FIRM WAS NOT SELECTED AS ALEAD MANAGER IN AN INVESTMENT BANKING TRANSACTION; C)ISSUINGRESEARCH REPORTS ON ESPERION THERAPEUTICS INC. & TRITONNETWORK SYSTEMS THAT DID NOT PROVIDE A SOUND BASIS FOREVALUATING FACTS REGARDING THOSE COMPANIES & THEIR BUSINESSPROSPECTS; CONTAINED EXAGGERATED OR UNWARRANTED CLAIMSABOUT THOSE COMPANIES &/OR CONTAINED OPINIONS FOR WHICHTHERE WAS NO REAONABLE BASIS; D)MAKING PAYMENTS FORRESEARCH TO OTHER BROKER-DEALERS NOT INVOLVED IN ANUNDERWRITING TRANSACTION WHEN THE FIRM KNEW THAT THESEPAYMENTS WERE MADE AT LEAST IN PART FOR RESEARCH COVERAGE &BY FAILING TO DISCLOSE OR CAUSE TO BE DISCLOSED IN OFFERINGDOCUMENTS OR ELSEWHERE THE FACT OF SUCH PAYMENTS; ANDE)RECEIVING PAYMENTS FOR RESEARCH FROM OTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRITING TRANSACTIONSWITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS.

Resolution Date: 04/08/2004

Resolution:

Other Sanctions Ordered: $125,000 TO THE STATE OF NEW HAMPSHIRE

Sanction Details: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESTIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PRACTICES BY THE SEC, NYSE, NASD AND AMULTI-STATE TASK FORCE. UNDER THE TERMS OF THE SETTLEMENTSREACHED JOINTLY WITH THE SEC, NYSE, NASD AND TASK FORCE, THEFIRM IS REQUIRED TO PAY A TOTAL OF $32,500,000 IN SETTLEMENT OFTHESE MATTERS AND HAS AGREED TO CEASE AND DESIST IN THEFUTURE FROM THE ALLEGED IMPROPER CONDUCT. PURSUANT TO THESETTLEMENT DOCUMENTS, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS A CIVIL PENALTY, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS DISGORGEMENT OF COMMISSIONS AND FEES, AND$7,500,000 OF THIS AMOUNT SHALL BE USED TO FUND THEPROCUREMENT OF INDEPENDENT RESEARCH. AMOUNTS PAID TO THEVARIOUS STATES, INCLUDING THE $125,000 PAID TO THE STATE OF NEWHAMPSHIRE PURSUANT TO THE CONSENT ORDER, SHALL BE APPLIED TOAND REDUCE THE AMOUNT OF THE $12,500,000 CIVIL PENALTYDESCRIBED ABOVE. THE PAYMENT OF $125,000 TO THE STATE OF NEWHAMPSHIRE WAS MADE ON APRIL 5, 2004. THE $12,500,000DISGORGEMENT AMOUNT DESCRIBED ABOVE IS TO BE PAID TO THEUNITED STATES DISTRICT COURT WITHIN TEN (10) DAYS OF COURTAPPROVAL OF THE SEC SETTLEMENT AND ENTRY OF FINAL JUDGMENT INTHAT MATTER. THE $7,500,000 TO PROCURE INDEPENDENT RESEARCHSHALL BE DEPOSITED INTO ESCROW WITHIN THIRTY (30) DAYS OF ENTRYOF THE FINAL JUDGMENT.

Sanctions Ordered: Monetary/Fine $12,500,000.00Cease and Desist/Injunction

Order

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WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESTIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PRACTICES BY THE SEC, NYSE, NASD AND AMULTI-STATE TASK FORCE. UNDER THE TERMS OF THE SETTLEMENTSREACHED JOINTLY WITH THE SEC, NYSE, NASD AND TASK FORCE, THEFIRM IS REQUIRED TO PAY A TOTAL OF $32,500,000 IN SETTLEMENT OFTHESE MATTERS AND HAS AGREED TO CEASE AND DESIST IN THEFUTURE FROM THE ALLEGED IMPROPER CONDUCT. PURSUANT TO THESETTLEMENT DOCUMENTS, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS A CIVIL PENALTY, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS DISGORGEMENT OF COMMISSIONS AND FEES, AND$7,500,000 OF THIS AMOUNT SHALL BE USED TO FUND THEPROCUREMENT OF INDEPENDENT RESEARCH. AMOUNTS PAID TO THEVARIOUS STATES, INCLUDING THE $125,000 PAID TO THE STATE OF NEWHAMPSHIRE PURSUANT TO THE CONSENT ORDER, SHALL BE APPLIED TOAND REDUCE THE AMOUNT OF THE $12,500,000 CIVIL PENALTYDESCRIBED ABOVE. THE PAYMENT OF $125,000 TO THE STATE OF NEWHAMPSHIRE WAS MADE ON APRIL 5, 2004. THE $12,500,000DISGORGEMENT AMOUNT DESCRIBED ABOVE IS TO BE PAID TO THEUNITED STATES DISTRICT COURT WITHIN TEN (10) DAYS OF COURTAPPROVAL OF THE SEC SETTLEMENT AND ENTRY OF FINAL JUDGMENT INTHAT MATTER. THE $7,500,000 TO PROCURE INDEPENDENT RESEARCHSHALL BE DEPOSITED INTO ESCROW WITHIN THIRTY (30) DAYS OF ENTRYOF THE FINAL JUDGMENT.

Disclosure 40 of 134

i

Reporting Source: Regulator

Initiated By: UTAH DIVISION OF SECURITIES

Principal Sanction(s)/ReliefSought:

Cease and Desist

Other Sanction(s)/ReliefSought:

MONETARY PENALTY

Date Initiated: 11/13/2003

Docket/Case Number: SD-03-0029

URL for Regulatory Action:

Principal Product Type: Other

Other Product Type(s):

Allegations: RESEARCH ANALYST CONFLICTS OF INTEREST

Current Status: Final

Resolution Date: 11/13/2003

Resolution:

Other Sanctions Ordered:

Sanction Details: CEASE & DESIST AND ORDERED TO PAY $125,000 TO THE DIVISION'SSECURITIES INVESTOR EDUCATION AND TRAINING FUND

Sanctions Ordered: Monetary/Fine $125,000.00Cease and Desist/Injunction

Consent

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Regulator Statement FOR MORE INFORMATION, PLEASE VISIT THE DIVISION'S WEB SITE AT:HTTP://WWW.SECURITIES.STATE.UT.US/ACTIONSEVENTS.ASP?DOCKET+NUMBER=SD%2D03%2D0029

iReporting Source: Firm

Initiated By: STATE OF UTAH

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

CEASE AND DESIST

Date Initiated: 11/05/2003

Docket/Case Number: SD-03-0029

Principal Product Type: Other

Other Product Type(s): RESEARCH

Allegations: U.S. BANCORP PIPER JAFFRAY IS ALLEGED TO HAVE VIOLATED UTAHUNIFORM SECURITIES ACT BY: A)ENGAGING IN ACTS & PRACTICES THATCREATED OR MAINTAINED INAPPROPRIATE INFLUENCE BY THEINVESTMENT BANKING DEPARTMENT OVER RESEARCH ANALYSTSTHEREFORE IMPOSING CONFLICTS OF INTEREST ON ITS RESEARCHANALYSTS & FAILING TO MANAGE THESE CONFLICTS IN AN ADEQUATE ORAPPROPRIATE MANNER; B)THREATENING TO DROP RESEARCHCOVERAGE IF THE FIRM WAS NOT SELECTED AS A LEAD MANAGER IN ANINVESTMENT BANKING TRANSACTION; C)ISSUING RESEARCH REPORTSON ESPERION THERAPEUTICS INC. & TRITON NETWORK SYSTEMS THATDID NOT PROVIDE A SOUND BASIS FOR EVALUATING FACTS REGARDINGTHOSE COMPANIES & THEIR BUSINESS PROSPECTS; CONTAINEDEXAGGERATED OR UNWARRANTED CLAIMS ABOUT THOSE COMPANIES&/OR CONTAINED OPINIONS FOR WHICH THERE WAS NO REASONABLEBASIS; D)MAKING PAYMENTS FOR RESEARCH TO OTHER BROKER-DEALERS NOT INVOLVED IN AN UNDERWRITING TRANSACTION WHEN THEFIRM KNEW THAT THESE PAYMENTS WERE MADE AT LEAST IN PART FORRESEARCH COVERAGE & BY FAILING TO DISCLOSE OR CAUSE TO BEDISCLOSED IN OFFERING DOCUMENTS OR ELSEWHERE THE FACT OFSUCH PAYMENTS; AND E)RECEIVING PAYMENTS FOR RESEARCH FROMOTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRITINGTRANSACTIONS WITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS.

Current Status: Final

Resolution Date: 02/02/2004

Resolution: Order

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Resolution Date: 02/02/2004

Other Sanctions Ordered: $125,000 TO THE STATE OF UTAH

Sanction Details: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESTIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PRACTICES BY THE SEC, NYSE, NASD AND AMULTI-STATE TASK FORCE. UNDER THE TERMS OF THE SETTLEMENTSREACHED JOINTLY WITH THE SEC, NYSE, NASD AND TASK FORCE, THEFIRM IS REQUIRED TO PAY A TOTAL OF $32,500,000 IN SETTLEMENT OFTHESE MATTERS AND HAS AGREED TO CEASE AND DESIST IN THEFUTURE FROM THE ALLEGED IMPROPER CONDUCT. PURSUANT TO THESETTLEMENT DOCUMENTS, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS A CIVIL PENALTY, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS DISGORGEMENT OF COMMISSIONS AND FEES, AND$7,500,000 OF THIS AMOUNT SHALL BE USED TO FUND THEPROCUREMENT OF INDEPENDENT RESEARCH. AMOUNTS PAID TO THEVARIOUS STATES, INCLUDING THE $125,000 PAID TO THE STATE OF UTAHPURSUANT TO THE CONSENT ORDER, SHALL BE APPLIED TO AND REDUCETHE AMOUNT OF THE $12,500,000 CIVIL PENALTY DESCRIBED ABOVE. THEPAYMENT OF $125,000 TO THE STATE OF UTAH WAS MADE ON NOVEMBER5, 2003. THE $12,500,000 DISGORGEMENT AMOUNT DESCRIBED ABOVE ISTO BE PAID TO THE UNITED STATES DISTRICT COURT WITHIN TEN (10)DAYS OF COURT APPROVAL OF THE SEC SETTLEMENT AND ENTRY OFFINAL JUDGMENT IN THAT MATTER. THE $7,500,000 TO PROCUREINDEPENDENT RESEARCH SHALL BE DEPOSITED INTO ESCROW WITHINTHIRTY (30) DAYS OF ENTRY OF THE FINAL JUDGMENT.

Sanctions Ordered: Monetary/Fine $12,500,000.00Cease and Desist/Injunction

Disclosure 41 of 134

i

Reporting Source: Firm

Allegations: U.S. BANCORP PIPER JAFFRAY IS ALLEGED TO HAVE VIOLATED SECTIONS30-10-201(13)(G), (K) OF THE SECURITIES ACT OF MONTANA BY:A)ENGAGING IN ACTS & PRACTICES THAT CREATED OR MAINTAINEDINAPPROPRIATE INFLUENCE BY THE INVESTMENT BANKING DEPARTMENTOVER RESEARCH ANALYSTS THEREFORE IMPOSING CONFLICTS OFINTEREST ON ITS RESEARCH ANALYSTS & FAILING TO MANAGE THESECONFLICTS IN AN ADEQUATE OR APPROPRIATE MANNER; B)THREATENINGTO DROP RESEARCH COVERAGE IF THE FIRM WAS NOT SELECTED AS ALEAD MANAGER IN AN INVESTMENT BANKING TRANSACTION; C)ISSUINGRESEARCH REPORTS ON ESPERION THERAPEUTICS INC. & TRITONNETWORK SYSTEMS THAT DID NOT PROVIDE A SOUND BASIS FOREVALUATING FACTS REGARDING THOSE COMPANIES & THEIR BUSINESSPROSPECTS; CONTAINED EXAGGERATED OR UNWARRANTED CLAIMSABOUT THOSE COMPANIES &/OR CONTAINED OPINIONS FOR WHICHTHERE WAS NO REASONABLE BASIS; D)MAKING PAYMENTS FORRESEARCH TO OTHER BROKER-DEALERS NOT INVOLVED IN ANUNDERWRITING TRANSACTION WHEN THE FIRM KNEW THAT THESEPAYMENTS WERE MADE AT LEAST IN PART FOR RESEARCH COVERAGE &BY FAILIING TO DISCLOSE OR CAUSE TO BE DISCLOSED IN OFFERINGDOCUMENTS OR ELSEWHERE THE FACT OF SUCH PAYMENTS; ANDE)RECEIVING PAYMENTS FOR RESEARCH FROM OTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRITING TRANSACTIONSWITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS.

Current Status: Final

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Initiated By: STATE OF MONTANA

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

CEASE AND DESIST

Date Initiated: 01/06/2004

Docket/Case Number: I 05-01-03-116

Principal Product Type: Other

Other Product Type(s): RESEARCH

U.S. BANCORP PIPER JAFFRAY IS ALLEGED TO HAVE VIOLATED SECTIONS30-10-201(13)(G), (K) OF THE SECURITIES ACT OF MONTANA BY:A)ENGAGING IN ACTS & PRACTICES THAT CREATED OR MAINTAINEDINAPPROPRIATE INFLUENCE BY THE INVESTMENT BANKING DEPARTMENTOVER RESEARCH ANALYSTS THEREFORE IMPOSING CONFLICTS OFINTEREST ON ITS RESEARCH ANALYSTS & FAILING TO MANAGE THESECONFLICTS IN AN ADEQUATE OR APPROPRIATE MANNER; B)THREATENINGTO DROP RESEARCH COVERAGE IF THE FIRM WAS NOT SELECTED AS ALEAD MANAGER IN AN INVESTMENT BANKING TRANSACTION; C)ISSUINGRESEARCH REPORTS ON ESPERION THERAPEUTICS INC. & TRITONNETWORK SYSTEMS THAT DID NOT PROVIDE A SOUND BASIS FOREVALUATING FACTS REGARDING THOSE COMPANIES & THEIR BUSINESSPROSPECTS; CONTAINED EXAGGERATED OR UNWARRANTED CLAIMSABOUT THOSE COMPANIES &/OR CONTAINED OPINIONS FOR WHICHTHERE WAS NO REASONABLE BASIS; D)MAKING PAYMENTS FORRESEARCH TO OTHER BROKER-DEALERS NOT INVOLVED IN ANUNDERWRITING TRANSACTION WHEN THE FIRM KNEW THAT THESEPAYMENTS WERE MADE AT LEAST IN PART FOR RESEARCH COVERAGE &BY FAILIING TO DISCLOSE OR CAUSE TO BE DISCLOSED IN OFFERINGDOCUMENTS OR ELSEWHERE THE FACT OF SUCH PAYMENTS; ANDE)RECEIVING PAYMENTS FOR RESEARCH FROM OTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRITING TRANSACTIONSWITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS.

Resolution Date: 02/06/2004

Resolution:

Other Sanctions Ordered: $125,000 TO THE STATE OF MONTANA

Sanction Details: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESTIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PRACTICES BY THE SEC, NYSE, NASD AND AMULTI-STATE TASK FORCE. UNDER THE TERMS OF THE SETTLEMENTSREACHED JOINTLY WITH THE SEC, NYSE, NASD AND TASK FORCE, THEFIRM IS REQUIRED TO PAY A TOTAL OF $32,500,000 IN SETTLEMENT OFTHESE MATTERS AND HAS AGREED TO CEASE AND DESIST IN THEFUTURE FROM THE ALLEGED IMPROPER CONDUCT. PURSUANT TO THESETTLEMENT DOCUMENTS, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS A CIVIL PENALTY, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS DISGORGEMENT OF COMMISSIONS AND FEES, AND$7,500,000 OF THIS AMOUNT SHALL BE USED TO FUND THEPROCUREMENT OF INDEPENDENT RESEARCH. AMOUNTS PAID TO THEVARIOUS STATES, INCLUDING THE $125,000 TO THE STATE OF MONTANAPURSUANT TO THE CONSENT ORDER, SHALL BE APPLIED TO AND REDUCETHE AMOUNT OF THE $12,500,000 CIVIL PENALTY DESCRIBED ABOVE. THEPAYMENT OF $125,000 TO THE STATE OF MONTANA WAS MADE ONJANUARY 6, 2004. THE $12,500,000 DISGORGEMENT AMOUNT DESCRIBEDABOVE IS TO BE PAID TO THE UNITED STATES DISTRICT COURT WITHINTEN (10) DAYS OF COURT APPROVAL OF THE SEC SETTLEMENT ANDENTRY OF FINAL JUDGMENT IN THAT MATTER. THE $7,500,000 TOPROCURE INDEPENDENT RESEARCH SHALL BE DEPOSITED INTOESCROW WITHIN THIRTY (30) DAYS OF ENTRY OF THE FINAL JUDGMENT.

Sanctions Ordered: Monetary/Fine $12,500,000.00Cease and Desist/Injunction

Order

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WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESTIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PRACTICES BY THE SEC, NYSE, NASD AND AMULTI-STATE TASK FORCE. UNDER THE TERMS OF THE SETTLEMENTSREACHED JOINTLY WITH THE SEC, NYSE, NASD AND TASK FORCE, THEFIRM IS REQUIRED TO PAY A TOTAL OF $32,500,000 IN SETTLEMENT OFTHESE MATTERS AND HAS AGREED TO CEASE AND DESIST IN THEFUTURE FROM THE ALLEGED IMPROPER CONDUCT. PURSUANT TO THESETTLEMENT DOCUMENTS, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS A CIVIL PENALTY, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS DISGORGEMENT OF COMMISSIONS AND FEES, AND$7,500,000 OF THIS AMOUNT SHALL BE USED TO FUND THEPROCUREMENT OF INDEPENDENT RESEARCH. AMOUNTS PAID TO THEVARIOUS STATES, INCLUDING THE $125,000 TO THE STATE OF MONTANAPURSUANT TO THE CONSENT ORDER, SHALL BE APPLIED TO AND REDUCETHE AMOUNT OF THE $12,500,000 CIVIL PENALTY DESCRIBED ABOVE. THEPAYMENT OF $125,000 TO THE STATE OF MONTANA WAS MADE ONJANUARY 6, 2004. THE $12,500,000 DISGORGEMENT AMOUNT DESCRIBEDABOVE IS TO BE PAID TO THE UNITED STATES DISTRICT COURT WITHINTEN (10) DAYS OF COURT APPROVAL OF THE SEC SETTLEMENT ANDENTRY OF FINAL JUDGMENT IN THAT MATTER. THE $7,500,000 TOPROCURE INDEPENDENT RESEARCH SHALL BE DEPOSITED INTOESCROW WITHIN THIRTY (30) DAYS OF ENTRY OF THE FINAL JUDGMENT.

Disclosure 42 of 134

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Reporting Source: Firm

Initiated By: STATE OF NEW MEXICO

Allegations: U.S. BANCORP PIPER JAFFRAY IS ALLEGED TO HAVE VIOLATED SECTIONS58-13B-16.A(2)(H), (K) OF THE ACT AND THE RULES BY: A)ENGAGING INACTS & PRACTICES THAT CREATED OR MAINTAINED INAPPROPRIATEINFLUENCE BY THE INVESTMENT BANKING DEPARTMENT OVERRESEARCH ANALYSTS THEREFORE IMPOSING CONFLICTS OF INTERESTON ITS RESEARCH ANALYSTS & FAILING TO MANAGE THESE CONFLICTS INAN ADEQUATE OR APPROPRIATE MANNER; B)THREATENING TO DROPRESEARCH COVERAGE IF THE FIRM WAS NOT SELECTED AS A LEADMANAGER IN AN INVESTMENT BANKING TRANSACTION; C)ISSUINGRESEARCH REPORTS ON ESPERION THERAPEUTICS INC. & TRITONNETWORK SYSTEMS THAT DID NOT PROVIDE A SOUND BASIS FOREVALUATING FACTS REGARDING THOSE COMPANIES & THEIR BUSINESSPROSPECTS; CONTAINED EXAGGERATED OR UNWARRANTED CLAIMSABOUT THOSE COMPANIES &/OR CONTAINED OPINIONS FOR WHICHTHERE WAS NO REASONABLE BASIS; D)MAKING PAYMENTS FORRESEARCH TO OTHER BROKER-DEALERS NOT INVOLVED IN ANUNDERWRITING TRANSACTION WHEN THE FIRM KNEW THAT THESEPAYMENTS WERE MADE AT LEAST IN PART FOR RESEARCH COVERAGE &BY FAILING TO DISCLOSE OR CAUSE TO BE DISCLOSED IN OFFERINGDOCUMENTS OR ELSEWHERE THE FACT OF SUCH PAYMENTS; ANDE)RECEIVING PAYMENTS FOR RESEARCH FROM OTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRITING TRANSACTIONSWITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS.

Current Status: Final

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Initiated By: STATE OF NEW MEXICO

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

CEASE AND DESIST

Date Initiated: 01/06/2004

Docket/Case Number: 04-03-026-002

Principal Product Type: Other

Other Product Type(s): RESEARCH

Resolution Date: 01/07/2004

Resolution:

Other Sanctions Ordered: $125,000 TO THE STATE OF NEW MEXICO

Sanction Details: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESTIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PRACTICES BY THE SEC, NYSE, NASD AND AMULTI-STATE TASK FORCE. UNDER THE TERMS OF THE SETTLEMENTSREACHED JOINTLY WITH THE SEC, NYSE, NASD AND TASK FORCE, THEFIRM IS REQUIRED TO PAY A TOTAL OF $32,500,000 IN SETTLEMENT OFTHESE MATTERS AND HAS AGREED TO CEASE AND DESIST IN THEFUTURE FROM THE ALLEGED IMPROPER CONDUCT. PURSUANT TO THESETTLEMENT DOCUMENTS, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS A CIVIL PENALTY, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS DISGORGEMENT OF COMMISSIONS AND FEES, AND$7,500,000 OF THIS AMOUNT SHALL BE USED TO FUND THEPROCUREMENT OF INDEPENDENT RESEARCH. AMOUNTS PAID TO THEVARIOUS STATES, INCLUDING THE $125,000 PAID TO THE STATE OF NEWMEXICO PURSUANT TO THE CONSENT ORDER, SHALL BE APPLIED TO ANDREDUCE THE AMOUNT OF THE $12,500,000 CIVIL PENALTY DESCRIBEDABOVE. THE PAYMENT OF $125,000 TO THE STATE OF NEW MEXICO WASMADE ON JANUARY 6, 2004. THE $12,500,000 DISGORGEMENT AMOUNTDESCRIBED ABOVE IS TO BE PAID TO THE UNITED STATES DISTRICTCOURT WITHIN TEN (10) DAYS OF COURT APPROVAL OF THE SECSETTLEMENT AND ENTRY OF FINAL JUDGMENT IN THAT MATTER. THE$7,500,000 TO PROCURE INDEPENDENT RESEARCH SHALL BE DEPOSITEDINTO ESCROW WITHIN THIRTY (30) DAYS OF ENTRY OF THE FINALJUDGMENT.

Sanctions Ordered: Monetary/Fine $12,500,000.00Cease and Desist/Injunction

Order

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WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESTIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PRACTICES BY THE SEC, NYSE, NASD AND AMULTI-STATE TASK FORCE. UNDER THE TERMS OF THE SETTLEMENTSREACHED JOINTLY WITH THE SEC, NYSE, NASD AND TASK FORCE, THEFIRM IS REQUIRED TO PAY A TOTAL OF $32,500,000 IN SETTLEMENT OFTHESE MATTERS AND HAS AGREED TO CEASE AND DESIST IN THEFUTURE FROM THE ALLEGED IMPROPER CONDUCT. PURSUANT TO THESETTLEMENT DOCUMENTS, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS A CIVIL PENALTY, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS DISGORGEMENT OF COMMISSIONS AND FEES, AND$7,500,000 OF THIS AMOUNT SHALL BE USED TO FUND THEPROCUREMENT OF INDEPENDENT RESEARCH. AMOUNTS PAID TO THEVARIOUS STATES, INCLUDING THE $125,000 PAID TO THE STATE OF NEWMEXICO PURSUANT TO THE CONSENT ORDER, SHALL BE APPLIED TO ANDREDUCE THE AMOUNT OF THE $12,500,000 CIVIL PENALTY DESCRIBEDABOVE. THE PAYMENT OF $125,000 TO THE STATE OF NEW MEXICO WASMADE ON JANUARY 6, 2004. THE $12,500,000 DISGORGEMENT AMOUNTDESCRIBED ABOVE IS TO BE PAID TO THE UNITED STATES DISTRICTCOURT WITHIN TEN (10) DAYS OF COURT APPROVAL OF THE SECSETTLEMENT AND ENTRY OF FINAL JUDGMENT IN THAT MATTER. THE$7,500,000 TO PROCURE INDEPENDENT RESEARCH SHALL BE DEPOSITEDINTO ESCROW WITHIN THIRTY (30) DAYS OF ENTRY OF THE FINALJUDGMENT.

Disclosure 43 of 134

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Reporting Source: Regulator

Initiated By: IOWA

Principal Sanction(s)/ReliefSought:

Other

Other Sanction(s)/ReliefSought:

N/A

Date Initiated: 04/15/2002

Docket/Case Number: C03-11-176 (161 SEE BELOW)

URL for Regulatory Action:

Principal Product Type: Equity Listed (Common & Preferred Stock)

Other Product Type(s): N/A

Allegations: ENGAGED IN ACTS AND PRACTICES THA CREATED AND /OR MAINTAINEDINAPPROPRIATE INFLUENCE BY INVESTMENT BANKING OVER RESEARCHANALYSTS. RESPONDENT FAILED TO MANAGE THESE CONFLICTS IN ANADEQUATE AND APPROPRIATE MANNER. RESPONDENT FAILED TOESTABLISH AND ENFORCE WRITTEN SUPERVISORY PROCEDURES TOPREVENT UNDUE INFLUENCE.

Current Status: Final

Appealed To and Date AppealFiled:

N/A

Resolution Date: 02/16/2004

Resolution:

Other Sanctions Ordered: RESPONDENT CONSENTED TO THE FINE AND CEASE AND DESIST ORDERWITHOUT ADMITTING OR DENYING ANY OF THE FINDINGS OF FACT ORCONCLUSIONS OF LAW.

Does the order constitute afinal order based onviolations of any laws orregulations that prohibitfraudulent, manipulative, ordeceptive conduct?

No

Sanctions Ordered: Monetary/Fine $125,000.00Cease and Desist/Injunction

Consent

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Sanction Details: ONE OF SEVERAL SETTLEMENTS WITH ANDALYST TASK FORCE. SEVERALUNDERTAKINGS AS WELL.

Regulator Statement CORRECT IOWA FILE NUMBER IS C03-11-176. ORDER TO US BANCORPPIPER ISSUED IN THIS MATTER ERRONEOUSLY REFERRED TO C03-10-161.THAT IS THE NUMBER US BANCORP PIPER USED TO REFER TO THISINCIDENT.

iReporting Source: Firm

Initiated By: STATE OF IOWA

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

CEASE AND DESIST

Date Initiated: 04/15/2002

Docket/Case Number: C03-10-161

Principal Product Type: Other

Other Product Type(s): RESEARCH

Allegations: U.S. BANCORP PIPER JAFFRAY IS ALLEGED TO HAVE VIOLATED IOWACODE SECTIONS 502.304(1)(G) AND (J)(2003) BY: A)ENGAGING IN ACTS &PRACTICES THAT CREATED OR MAINTAINED INAPPROPRIATE INFLUENCEBY THE INVESTMENT BANKING DEPARTMENT OVER RESEARCH ANALYSTSTHEREFORE IMPOSING CONFLICTS OF INTEREST ON ITS RESEARCHANALYSTS & FAILING TO MANAGE THESE CONFLICTS IN AN ADEQUATE ORAPPROPRIATE MANNER; B)THREATENING TO DROP RESEARCHCOVERAGE IF THE FIRM WAS NOT SELECTED AS A LEAD MANAGER IN ANINVESTMENT BANKING TRANSACTION; C)ISSUING RESEARCH REPORTSON ESPERION THERAPEUTICS INC. & TRITON NETWORK SYSTEMS THATDID NOT PROVIDE A SOUND BASIS FOR EVALUATING FACTS REGARDINGTHOSE COMPANIES & THEIR BUSINESS PROSPECTS; CONTAINEDEXAGGERATED OR UNWARRANTED CLAIMS ABOUT THOSE COMPANIES&/OR CONTAINED OPINIONS FOR WHICH THERE WAS NO REASONABLEBASIS; D)MAKING PAYMENTS FOR RESEARCH TO OTHER BROKER-DEALERS NOT INVOLVED IN AN UNDERWRITING TRANSACTION WHEN THEFIRM KNEW THAT THESE PAYMENTS WERE MADE AT LEAST IN PART FORRESEARCH COVERAGE & BY FAILING TO DISCLOSE OR CAUSE TO BEDISCLOSED IN OFFERING DOCUMENTS OR ELSEWHERE THE FACT OFSUCH PAYMENTS; AND E)RECEIVING PAYMENTS FOR RESEARCH FROMOTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRITINGTRANSACTIONS WITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS.

Current Status: Final

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Other Sanction(s)/ReliefSought:

CEASE AND DESIST

Resolution Date: 02/16/2004

Resolution:

Other Sanctions Ordered: $125,000 TO THE STATE OF IOWA

Sanction Details: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESTIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PRACTICES BY THE SEC, NYSE, NASD AND AMULTI-STATE TASK FORCE. UNDER THE TERMS OF THE SETTLEMENTSREACHED JOINTLY WITH THE SEC, NYSE, NASD AND TASK FORCE, THEFIRM IS REQUIRED TO PAY A TOTAL OF $32,500,000 IN SETTLEMENT OFTHESE MATTERS AND HAS AGREED TO CEASE AND DESIST IN THEFUTURE FROM THE ALLEGED IMPROPER CONDUCT. PURSUANT TO THESETTLEMENT DOCUMENTS, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS A CIVIL PENALTY, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS DISGORGEMENT OF COMMISSIONS AND FEES, AND$7,500,000 OF THIS AMOUNT SHALL BE USED TO FUND THEPROCUREMENT OF INDEPENDENT RESEARCH. AMOUNTS PAID TO THEVARIOUS STATES, INCLUDING THE $125,000 PAID TO THE STATE OF IOWAPURSUANT TO THE CONSENT ORDER, SHALL BE APPLIED TO AND REDUCETHE AMOUNT OF THE $12,500,000 CIVIL PENALTY DESCRIBED ABOVE. THEPAYMENT OF $125,000 TO THE STATE OF IOWA WAS MADE ON FEBRUARY12, 2004. THE $12,500,000 DISGORGEMENT AMOUNT DESCRIBED ABOVE ISTO BE PAID TO THE UNITED STATES DISTRICT COURT WITHIN TEN (10)DAYS OF COURT APPROVAL OF THE SEC SETTLEMENT AND ENTRY OFFINAL JUDGMENT IN THAT MATTER. THE $7,500,000 TO PROCUREINDEPENDENT RESEARCH SHALL BE DEPOSITED INTO ESCROW WITHINTHIRTY (30) DAYS OF ENTRY OF THE FINAL JUDGMENT.

Sanctions Ordered: Monetary/Fine $12,500,000.00Cease and Desist/Injunction

Order

Disclosure 44 of 134

i

Reporting Source: Firm

Allegations: U.S. BANCORP PIPER JAFFRAY IS ALLEGED TO HAVE VIOLATED N.C.G.S.78A-39(A)(2)(G) BY: A)ENGAGING IN ACTS & PRACTICES THAT CREATED ORMAINTAINED INAPPROPRIATE INFLUENCE BY THE INVESTMENT BANKINGDEPARTMENT OVER RESEARCH ANALYSTS THEREFORE IMPOSINGCONFLICTS OF INTEREST ON ITS RESEARCH ANALYSTS & FAILING TOMANAGE THESE CONFLICTS IN AN ADEQUATE OR APPROPRIATE MANNER;B)THREATENING TO DROP RESEARCH COVERAGE IF THE FIRM WAS NOTSELECTED AS A LEAD MANAGER IN AN INVESTMENT BANKINGTRANSACTION; C)ISSUING RESEARCH REPORTS ON ESPERIONTHERAPEUTICS INC. & TRITON NETWORK SYSTEMS THAT DID NOTPROVIDE A SOUND BASIS FOR EVALUATING FACTS REGARDING THOSECOMPANIES & THEIR BUSINESS PROSPECTS; CONTAINED EXAGGERATEDOR UNWARRANTED CLAIMS ABOUT THOSE COMPANIES &/OR CONTAINEDOPINIONS FOR WHICH THERE WAS NO REASONABLE BASIS; D)MAKINGPAYMENTS FOR RESEARCH TO OTHER BROKER-DEALERS NOT INVOLVEDIN AN UNDERWRITING TRANSACTION WHEN THE FIRM KNEW THAT THESEPAYMENTS WERE MADE AT LEAST IN PART FOR RESEARCH COVERAGE &BY FAILING TO DISCLOSE OR CAUSE TO BE DISCLOSED IN OFFERINGDOCUMENTS OR ELSEWHERE THE FACT OF SUCH PAYMENTS; ANDE)RECEIVING PAYMENTS FOR RESEARCH FROM OTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRITING TRANSACTIONWITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS.

Current Status: Final

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Initiated By: STATE OF NORTH CAROLINA

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

CEASE AND DESIST

Date Initiated: 01/06/2004

Docket/Case Number: 03-012-IG

Principal Product Type: Other

Other Product Type(s): RESEARCH

U.S. BANCORP PIPER JAFFRAY IS ALLEGED TO HAVE VIOLATED N.C.G.S.78A-39(A)(2)(G) BY: A)ENGAGING IN ACTS & PRACTICES THAT CREATED ORMAINTAINED INAPPROPRIATE INFLUENCE BY THE INVESTMENT BANKINGDEPARTMENT OVER RESEARCH ANALYSTS THEREFORE IMPOSINGCONFLICTS OF INTEREST ON ITS RESEARCH ANALYSTS & FAILING TOMANAGE THESE CONFLICTS IN AN ADEQUATE OR APPROPRIATE MANNER;B)THREATENING TO DROP RESEARCH COVERAGE IF THE FIRM WAS NOTSELECTED AS A LEAD MANAGER IN AN INVESTMENT BANKINGTRANSACTION; C)ISSUING RESEARCH REPORTS ON ESPERIONTHERAPEUTICS INC. & TRITON NETWORK SYSTEMS THAT DID NOTPROVIDE A SOUND BASIS FOR EVALUATING FACTS REGARDING THOSECOMPANIES & THEIR BUSINESS PROSPECTS; CONTAINED EXAGGERATEDOR UNWARRANTED CLAIMS ABOUT THOSE COMPANIES &/OR CONTAINEDOPINIONS FOR WHICH THERE WAS NO REASONABLE BASIS; D)MAKINGPAYMENTS FOR RESEARCH TO OTHER BROKER-DEALERS NOT INVOLVEDIN AN UNDERWRITING TRANSACTION WHEN THE FIRM KNEW THAT THESEPAYMENTS WERE MADE AT LEAST IN PART FOR RESEARCH COVERAGE &BY FAILING TO DISCLOSE OR CAUSE TO BE DISCLOSED IN OFFERINGDOCUMENTS OR ELSEWHERE THE FACT OF SUCH PAYMENTS; ANDE)RECEIVING PAYMENTS FOR RESEARCH FROM OTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRITING TRANSACTIONWITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS.

Resolution Date: 01/22/2004

Resolution:

Other Sanctions Ordered: $310,104 TO THE STATE OF NORTH CAROLINA

Sanction Details: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESTIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PRACTICES BY THE SEC, NYSE, NASD AND AMULTI-STATE TASK FORCE. UNDER THE TERMS OF THE SETTLEMENTSREACHED JOINTLY WITH THE SEC, NYSE, NASD AND TASK FORCE, THEFIRM IS REQUIRED TO PAY A TOTAL OF $32,500,000 IN SETTLEMENT OFTHESE MATTERS AND HAS AGREED TO CEASE AND DESIST IN THEFUTURE FROM THE ALLEGED IMPROPER CONDUCT. PURSUANT TO THESETTLEMENT DOCUMENTS, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS A CIVIL PENALTY, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS DISGORGEMENT OF COMMISSIONS AND FEES, AND$7,500,000 OF THIS AMOUNT SHALL BE USED TO FUND THEPROCUREMENT OF INDEPENDENT RESEARCH. AMOUNTS PAID TO THEVARIOUS STATES, INCLUDING THE $310,104 PAID TO THE STATE OF NORTHCAROLINA PURSUANT TO THE CONSENT ORDER, SHALL BE APPLIED TOAND REDUCE THE AMOUNT OF THE $12,500,000 CIVIL PENALTYDESCRIBED ABOVE. THE PAYMENT OF $310,104 TO THE STATE OF NORTHCAROLINA WAS MADE ON JANUARY 6, 2004. THE $12,500,000DISGORGEMENT AMOUNT DESCRIBED ABOVE IS TO BE PAID TO THEUNITED STATES DISTRICT COURT WITHIN TEN (10) DAYS OF COURTAPPROVAL OF THE SEC SETTLEMENT AND ENTRY OF FINAL JUDGMENT INTHAT MATTER. THE $7,500,000 TO PROCURE INDEPENDENT RESEARCHSHALL BE DEPOSITED INTO ESCROW WITHIN THIRTY (30) DAYS OF ENTRYOF THE FINAL JUDGMENT.

Sanctions Ordered: Monetary/Fine $12,500,000.00Cease and Desist/Injunction

Order

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WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESTIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PRACTICES BY THE SEC, NYSE, NASD AND AMULTI-STATE TASK FORCE. UNDER THE TERMS OF THE SETTLEMENTSREACHED JOINTLY WITH THE SEC, NYSE, NASD AND TASK FORCE, THEFIRM IS REQUIRED TO PAY A TOTAL OF $32,500,000 IN SETTLEMENT OFTHESE MATTERS AND HAS AGREED TO CEASE AND DESIST IN THEFUTURE FROM THE ALLEGED IMPROPER CONDUCT. PURSUANT TO THESETTLEMENT DOCUMENTS, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS A CIVIL PENALTY, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS DISGORGEMENT OF COMMISSIONS AND FEES, AND$7,500,000 OF THIS AMOUNT SHALL BE USED TO FUND THEPROCUREMENT OF INDEPENDENT RESEARCH. AMOUNTS PAID TO THEVARIOUS STATES, INCLUDING THE $310,104 PAID TO THE STATE OF NORTHCAROLINA PURSUANT TO THE CONSENT ORDER, SHALL BE APPLIED TOAND REDUCE THE AMOUNT OF THE $12,500,000 CIVIL PENALTYDESCRIBED ABOVE. THE PAYMENT OF $310,104 TO THE STATE OF NORTHCAROLINA WAS MADE ON JANUARY 6, 2004. THE $12,500,000DISGORGEMENT AMOUNT DESCRIBED ABOVE IS TO BE PAID TO THEUNITED STATES DISTRICT COURT WITHIN TEN (10) DAYS OF COURTAPPROVAL OF THE SEC SETTLEMENT AND ENTRY OF FINAL JUDGMENT INTHAT MATTER. THE $7,500,000 TO PROCURE INDEPENDENT RESEARCHSHALL BE DEPOSITED INTO ESCROW WITHIN THIRTY (30) DAYS OF ENTRYOF THE FINAL JUDGMENT.

Disclosure 45 of 134

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Reporting Source: Regulator

Initiated By: PA SECURITIES COMMISSIONCONTACT: G. PHILIP RUTLEDGE (717) 787-8059

Principal Sanction(s)/ReliefSought:

Other

Other Sanction(s)/ReliefSought:

RESPONDENT U.S. BANCORP PIPER JAFFRAY, INC. PAID A $473,135.00ADMINISTRATIVE ASSESSMENT.

Date Initiated: 01/07/2004

Docket/Case Number: 2003-04-42

URL for Regulatory Action:

Principal Product Type: Other

Other Product Type(s): SECURITIES

Allegations: THIS ACTION IS IN CONNECTION WITH THE GLOBAL ANALYST SETTLEMENTWHICH INCORPORATED THE FINAL JUDGMENT OF THE U.S. DISTRICTCOURT FOR THE SOUTHERN DISTRICT OF NEW YORK, CIVIL ACTION NO.03 CIV. 2942 (WHP) ENTERED OCTOBER 31, 2003.

Current Status: Final

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Resolution Date: 01/07/2004

Resolution:

Other Sanctions Ordered:

Sanction Details: RESPONDENT U.S. BANCORP PIPER JAFFRAY, INC. PAID A $473,135.00ADMINISTRATIVE ASSESSMENT.

Sanctions Ordered: Monetary/Fine $473,135.00

Settled

iReporting Source: Firm

Initiated By: COMMONWEALTH OF PENNSYLVANIA

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Date Initiated: 01/06/2004

Docket/Case Number: 2003-04-42

Principal Product Type: Other

Other Product Type(s): RESEARCH

Allegations: U.S. BANCORP PIPER JAFFRAY IS ALLEGED TO HAVE VIOLATED THE 1972ACT BY: A)ENGAGING IN ACTS & PRACTICES THAT CREATED ORMAINTAINED INAPPROPRIATE INFLUENCE BY THE INVESTMENT BANKINGDEPARTMENT OVER RESEARCH ANALYSTS THEREFORE IMPOSINGCONFLICTS OF INTEREST ON ITS RESEARCH ANALYSTS & FAILING TOMANAGE THESE CONFLICTS IN AN ADEQUATE OR APPROPRIATE MANNER;B)THREATENING TO DROP RESEARCH COVERAGE IF THE FIRM WAS NOTSELECTED AS A LEAD MANAGER IN AN INVESTMENT BANKINGTRANSACTION; C)ISSUING RESEARCH REPORTS ON ESPERIONTHERAPEUTICS INC. & TRITON NETWORK SYSTEMS THAT DID NOTPROVIDE A SOUND BASIS FOR EVALUATING FACTS REGARDING THOSECOMPANIES & THEIR BUSINESS PROSPECTS; CONTAINED EXAGGERATEDOR UNWARRANTED CLAIMS ABOUT THOSE COMPANIES &/OR CONTAINEDOPINIONS FOR WHICH THERE WAS NO REASONABLE BASIS; D)MAKINGPAYMENTS FOR RESEARCH TO OTHER BROKER-DEALERS NOT INVOLVEDIN AN UNDERWRITING TRANSACTION WHEN THE FIRM KNEW THAT THESEPAYMENTS WERE MADE AT LEAST IN PART FOR RESEARCH COVERAGE &BY FAILING TO DISCLOSE OR CAUSE TO BE DISCLOSED IN OFFERINGDOCUMENTS OR ELSEWHERE THE FACT OF SUCH PAYMENTS; ANDE)RECEIVING PAYMENTS FOR RESEARCH FROM OTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRITING TRANSACTIONSWITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS.

Current Status: Final

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Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

CEASE AND DESIST

Resolution Date: 01/07/2004

Resolution:

Other Sanctions Ordered: $473,135 TO THE COMMONWEALTH OF PENNSYLVANIA

Sanction Details: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESTIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PRACTICES BY THE SEC, NYSE, NASD AND AMULTI-STATE TASK FORCE. UNDER THE TERMS OF THE SETTLEMENTSREACHED JOINTLY WITH THE SEC, NYSE, NASD AND TASK FORCE, THEFIRM IS REQUIRED TO PAY A TOTAL OF $32,500,000 IN SETTLEMENT OFTHESE MATTERS AND HAS AGREED TO CEASE AND DESIST IN THEFUTURE FROM THE ALLEGED IMPROPER CONDUCT. PURSUANT TO THESETTLEMENT DOCUMENTS, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS A CIVIL PENALTY, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS DISGORGEMENT OF COMMISSIONS AND FEES, AND$7,500,000 OF THIS AMOUNT SHALL BE USED TO FUND THEPROCUREMENT OF INDEPENDENT RESEARCH. AMOUNTS PAID TO THEVARIOUS STATES, INCLUDING THE $473,135 PAID TO THE COMMONWEALTHOF PENNSYLVANIA PURSUANT TO THE CONSENT ORDER, SHALL BEAPPLIED TO AND REDUCE THE AMOUNT OF THE $12,500,000 CIVILPENALTY DESCRIBED ABOVE. THE PAYMENT OF $473,135 TO THECOMMONWEALTH OF PENNSYLVANIA WAS MADE ON JANUARY 6, 2004. THE$12,500,000 DISGORGEMENT AMOUNT DESCRIBED ABOVE IS TO BE PAIDTO THE UNITED STATES DISTRICT COURT WITHIN TEN (10) DAYS OFCOURT APPROVAL OF THE SEC SETTLEMENT AND ENTRY OF FINALJUDGMENT IN THAT MATTER. THE $7,500,000 TO PROCURE INDEPENDENTRESEARCH SHALL BE DEPOSITED INTO ESCROW WITHIN THIRTY (30)DAYS OF ENTRY OF THE FINAL JUDGMENT.

Sanctions Ordered: Monetary/Fine $12,500,000.00Cease and Desist/Injunction

Order

Disclosure 46 of 134

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Reporting Source: Regulator

Allegations: NASD RULE 2110 - PIPER JAFFRAY & CO. ENGAGED IN SPINNING BYALLOCATING AND SELLING NUMEROUS PROFITABLE HOT INITIAL PUBLICOFFERING (IPO) SHARES TO CERTAIN CORPORATE EXECUTIVES FROMWHICH PIPER JAFFRAY HAD OBTAINED OR SOUGHT INVESTMENTBANKING BUSINESS.

Current Status: Final

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Initiated By: NASD

Principal Sanction(s)/ReliefSought:

Other Sanction(s)/ReliefSought:

Date Initiated: 07/12/2004

Docket/Case Number: CAF040049

Principal Product Type: Other

Other Product Type(s): INITIAL PUBLIC OFFERINGS

Allegations: NASD RULE 2110 - PIPER JAFFRAY & CO. ENGAGED IN SPINNING BYALLOCATING AND SELLING NUMEROUS PROFITABLE HOT INITIAL PUBLICOFFERING (IPO) SHARES TO CERTAIN CORPORATE EXECUTIVES FROMWHICH PIPER JAFFRAY HAD OBTAINED OR SOUGHT INVESTMENTBANKING BUSINESS.

Resolution Date: 07/12/2004

Resolution:

Other Sanctions Ordered:

Sanction Details: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, PIPER JAFFRAY &CO. CONSENTED TO THE DESCRIBED SANCTIONS AND TO THE ENTRY OFFINDINGS, THEREFORE, THE FIRM IS CENSURED AND FINED $2.4 MILLION.

Does the order constitute afinal order based onviolations of any laws orregulations that prohibitfraudulent, manipulative, ordeceptive conduct?

No

Sanctions Ordered: CensureMonetary/Fine $2,400,000.00

Acceptance, Waiver & Consent(AWC)

iReporting Source: Firm

Allegations: WE WERE ADVISED OF NASDR'S INTENTION TO COMMENCE ANADMINISTRATIVE PROCEEDING AGAINST THE FIRM ALLEGING VIOLATIONSOF NASD RULE 2110 - JUST AND EQUITABLE PRINCIPLES; VIOLATION OFNASD RULE 3010 - SUPERVISION; VIOLATION OF NASD RULE 3060 - GIFTSAND VIOLATION OF NASD RULE 3110 AND SEC RULE 17A-3 - BOOKS ANDRECORDS BASED UPON ITS PRACTICES CONCERNING ALLOCATION OFIPO SHARES TO OFFICERS AND DIRECTORS OF EXISTING OR POTENTIALINVESTMENT BANKING CLIENTS.

Current Status: Final

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Initiated By: NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC.

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

Date Initiated: 09/10/2003

Docket/Case Number: AWAC CAF040049

Principal Product Type: Equity - OTC

Other Product Type(s):

WE WERE ADVISED OF NASDR'S INTENTION TO COMMENCE ANADMINISTRATIVE PROCEEDING AGAINST THE FIRM ALLEGING VIOLATIONSOF NASD RULE 2110 - JUST AND EQUITABLE PRINCIPLES; VIOLATION OFNASD RULE 3010 - SUPERVISION; VIOLATION OF NASD RULE 3060 - GIFTSAND VIOLATION OF NASD RULE 3110 AND SEC RULE 17A-3 - BOOKS ANDRECORDS BASED UPON ITS PRACTICES CONCERNING ALLOCATION OFIPO SHARES TO OFFICERS AND DIRECTORS OF EXISTING OR POTENTIALINVESTMENT BANKING CLIENTS.

Resolution Date: 07/12/2004

Resolution:

Other Sanctions Ordered:

Sanction Details: THE FINE OF 2.4 MILLION WAS SENT ON 7/16/04

Firm Statement THE FIRM FILED ITS WELLS SUBMISSION WITH NASDR ON OCTOBER 17,2003, CONTESTING NASD STAFF'S PRELIMINARY DETERMINATION TORECOMMEND INITIATION OF AN ENFORCEMENT PROCEEDING. NASDRHAS NOT COMMENCED AN ADMINISTRATIVE PROCEEDING OR ADVISEDTHE FIRM THAT IT INTENDS TO COMMENCE SUCH PROCEEDINGS.

Sanctions Ordered: CensureMonetary/Fine $2,400,000.00

Acceptance, Waiver & Consent(AWC)

Disclosure 47 of 134

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Reporting Source: Regulator

Initiated By: VIRGINIA - DIVISION OF SECURITIES

Date Initiated: 12/10/2003

Docket/Case Number: SEC-2003-00022

URL for Regulatory Action:

Allegations: COMMISSION RULES 21 VAC 5-20-260 B AND 21 VAC 5-20-280 E 12 WEREVIOLATED. CONTACT THE UNDERSIGNED FOR FURTHER INFORMATIONABOUT THE CONCLUSIONS OF LAW.

Current Status: Final

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Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

URL for Regulatory Action:

Principal Product Type: No Product

Other Product Type(s): CONTACT UNDERSIGNED FOR FURTHER INFORMATION

Resolution Date: 12/10/2003

Resolution:

Other Sanctions Ordered: CONTACT THE UNDERSIGNED FOR FURTHER INFORMATION.

Sanction Details: CONTACT THE UNDERSIGNED FOR FURTHER INFORMATION.

Regulator Statement $272,704.00 WAS RECEIVED AS PART OF THE SETTLEMENT AGREEMENTU.S. BANCORP PIPER JAFFRAY, INC. ENTERED INTO WITH ALL FIFTYSTATES, THE DISTRICT OF COLUMBIA AND THE COMMONWEALTH OFPUERTO RICO, THROUGH A COMMITTEE OF THE NORTH AMERICANSECURITIES ADMINISTRATORS ASSOCIATION ("NASAA"). JURISDICTIONREPORTING INCIDENT: VIRGINIA, STATE CORPORATION COMMISSION,DIVISION OF SECURITIES & RETAIL FRANCHISING. CONTACT KEVIN M.FURR AT 804-371-9081.

Does the order constitute afinal order based onviolations of any laws orregulations that prohibitfraudulent, manipulative, ordeceptive conduct?

No

Sanctions Ordered: Monetary/Fine $272,704.00

Settled

iReporting Source: Firm

Allegations: U.S. BANCORP PIPER JAFFRAY IS ALLEGED TO HAVE VIOLATED 21 VAC 5-20-280(E)(12) AND 21 VAC 5-20-260 BY: A)ENGAGING IN ACTS & PRACTICESTHAT CREATED OR MAINTAINED INAPPROPRIATE INFLUENCE BY THEINVESTMENT BANKING DEPARTMENT OVER RESEARCH ANALYSTSTHEREFORE IMPOSING CONFLICTS OF INTEREST ON ITS RESEARCHANALYSTS & FAILING TO MANAGE THESE CONFLICTS IN AN ADEQUATE ORAPPROPRIATE MANNER; B)THREATENING TO DROP RESEARCHCOVERAGE IF THE FIRM WAS NOT SELECTED AS A LEAD MANAGER IN ANINVESTMENT BANKING TRANSACTION; C)ISSING RESEARCH REPORTS ONESPERION THERAPEUTICS INC. & TRITON NETWORK SYSTEMS THAT DIDNOT PROVIDE A SOUND BASIS FOR EVALUATING FACTS REGARDINGTHOSE COMPANIES & THEIR BUSINESS PROSPECTS; CONTAINEDEXAGGERATED OR UNWARRANTED CLAIMS ABOUT THOSE COMPANIES&/OR CONTAINED OPINIONS FOR WHICH THERE WAS NO REASONABLEBASIS; D)MAKING PAYMENTS FOR RESEARCH TO OTHER BROKER-DEALERS NOT INVOLVED IN AN UNDERWRITING TRANSACTION WHEN THEFIRM KNEW THAT THESE PAYMENTS WERE MADE AT LEAST IN PART FORRESEARCH COVERAGE & BY FAILING TO DISCLOSE OR CAUSE TO BEDISCLOSED IN OFFERING DOCUMENTS OR ELSEWHERE THE FACT OFSUCH PAYMENTS; AND E)RECEIVING PAYMENTS FOR RESEARCH FROMOTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRITINGTRANSACTIONS WITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS.

Current Status: Final

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Initiated By: COMMONWEALTH OF VIRGINIA

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

CEASE AND DESIST

Date Initiated: 11/05/2003

Docket/Case Number: SEC-2003-00022

Principal Product Type: Other

Other Product Type(s): RESEARCH

U.S. BANCORP PIPER JAFFRAY IS ALLEGED TO HAVE VIOLATED 21 VAC 5-20-280(E)(12) AND 21 VAC 5-20-260 BY: A)ENGAGING IN ACTS & PRACTICESTHAT CREATED OR MAINTAINED INAPPROPRIATE INFLUENCE BY THEINVESTMENT BANKING DEPARTMENT OVER RESEARCH ANALYSTSTHEREFORE IMPOSING CONFLICTS OF INTEREST ON ITS RESEARCHANALYSTS & FAILING TO MANAGE THESE CONFLICTS IN AN ADEQUATE ORAPPROPRIATE MANNER; B)THREATENING TO DROP RESEARCHCOVERAGE IF THE FIRM WAS NOT SELECTED AS A LEAD MANAGER IN ANINVESTMENT BANKING TRANSACTION; C)ISSING RESEARCH REPORTS ONESPERION THERAPEUTICS INC. & TRITON NETWORK SYSTEMS THAT DIDNOT PROVIDE A SOUND BASIS FOR EVALUATING FACTS REGARDINGTHOSE COMPANIES & THEIR BUSINESS PROSPECTS; CONTAINEDEXAGGERATED OR UNWARRANTED CLAIMS ABOUT THOSE COMPANIES&/OR CONTAINED OPINIONS FOR WHICH THERE WAS NO REASONABLEBASIS; D)MAKING PAYMENTS FOR RESEARCH TO OTHER BROKER-DEALERS NOT INVOLVED IN AN UNDERWRITING TRANSACTION WHEN THEFIRM KNEW THAT THESE PAYMENTS WERE MADE AT LEAST IN PART FORRESEARCH COVERAGE & BY FAILING TO DISCLOSE OR CAUSE TO BEDISCLOSED IN OFFERING DOCUMENTS OR ELSEWHERE THE FACT OFSUCH PAYMENTS; AND E)RECEIVING PAYMENTS FOR RESEARCH FROMOTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRITINGTRANSACTIONS WITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS.

Resolution Date: 12/10/2003

Resolution:

Other Sanctions Ordered: $272,704 TO THE COMMONWEALTH OF VIRGINIA

Sanction Details: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESTIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PRACTICES BY THE SEC, NYSE, NASD AND AMULTI-STATE TASK FORCE. UNDER THE TERMS OF THE SETTLEMENTSREACHED JOINTLY WITH THE SEC, NYSE, NASD AND TASK FORCE, THEFIRM IS REQUIRED TO PAY A TOTAL OF $32,500,000 IN SETTLEMENT OFTHESE MATTERS AND HAS AGREED TO CEASE AND DESIST IN THEFUTURE FROM THE ALLEGED IMPROPER CONDUCT. PURSUANT TO THESETTLEMENT DOCUMENTS, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS A CIVIL PENALTY, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS DISGORGEMENT OF COMMISSIONS AND FEES, AND$7,500,000 OF THIS AMOUNT SHALL BE USED TO FUND THEPROCUREMENT OF INDEPENDENT RESEARCH. AMOUNTS PAID TO THEVARIOUS STATES, INCLUDING THE $272,704 PAID TO THE COMMONWEALTHOF VIRGINIA PURSUANT TO THE CONSENT ORDER, SHALL BE APPLIED TOAND REDUCE THE AMOUNT OF THE $12,500,000 CIVIL PENALTYDESCRIBED ABOVE. THE PAYMENT OF $272,704 TO THE COMMONWEALTHOF VIRGINIA WAS MADE ON DECMEBER 5, 2003. THE $12,500,000DISGORGEMENT AMOUNT DESCRIBED ABOVE IS TO BE PAID TO THEUNITED STATES DISTRICT COURT WITHIN TEN (10) DAYS OF COURTAPPROVAL OF THE SEC SETTLEMENT AND ENTRY OF FINAL JUDGMENT INTHAT MATTER. THE $7,500,000 TO PROCURE INDEPENDENT RESEARCHSHALL BE DEPOSITED INTO ESCROW WITHIN THIRTY (30) DAYS OF ENTRYOF THE FINAL JUDGMENT.

Sanctions Ordered: Monetary/Fine $12,500,000.00Cease and Desist/Injunction

Order

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WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESTIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PRACTICES BY THE SEC, NYSE, NASD AND AMULTI-STATE TASK FORCE. UNDER THE TERMS OF THE SETTLEMENTSREACHED JOINTLY WITH THE SEC, NYSE, NASD AND TASK FORCE, THEFIRM IS REQUIRED TO PAY A TOTAL OF $32,500,000 IN SETTLEMENT OFTHESE MATTERS AND HAS AGREED TO CEASE AND DESIST IN THEFUTURE FROM THE ALLEGED IMPROPER CONDUCT. PURSUANT TO THESETTLEMENT DOCUMENTS, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS A CIVIL PENALTY, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS DISGORGEMENT OF COMMISSIONS AND FEES, AND$7,500,000 OF THIS AMOUNT SHALL BE USED TO FUND THEPROCUREMENT OF INDEPENDENT RESEARCH. AMOUNTS PAID TO THEVARIOUS STATES, INCLUDING THE $272,704 PAID TO THE COMMONWEALTHOF VIRGINIA PURSUANT TO THE CONSENT ORDER, SHALL BE APPLIED TOAND REDUCE THE AMOUNT OF THE $12,500,000 CIVIL PENALTYDESCRIBED ABOVE. THE PAYMENT OF $272,704 TO THE COMMONWEALTHOF VIRGINIA WAS MADE ON DECMEBER 5, 2003. THE $12,500,000DISGORGEMENT AMOUNT DESCRIBED ABOVE IS TO BE PAID TO THEUNITED STATES DISTRICT COURT WITHIN TEN (10) DAYS OF COURTAPPROVAL OF THE SEC SETTLEMENT AND ENTRY OF FINAL JUDGMENT INTHAT MATTER. THE $7,500,000 TO PROCURE INDEPENDENT RESEARCHSHALL BE DEPOSITED INTO ESCROW WITHIN THIRTY (30) DAYS OF ENTRYOF THE FINAL JUDGMENT.

Disclosure 48 of 134

i

Reporting Source: Firm

Initiated By: STATE OF WEST VIRGINIA

Allegations: U.S. BANCORP PIPER JAFFRAY IS ALLEGED TO HAVE VIOLATED WESTVIRGINIA CODE 2-204(A)(2)(G) AND (J) BY: A)ENGAGING IN ACTS &PRACTICES THAT CREATED OR MAINTAINED INAPPROPRIATE INFLUENCEBY THE INVESTMENT BANKING DEPARTMENT OVER RESEARCH ANALYSTSTHEREFORE IMPOSING CONFLICTS OF INTEREST ON ITS RESEARCHANALYSTS & FAILING TO MANAGE THESE CONFLICTS IN AN ADEQUATE ORAPPROPRIATE MANNER; B)THREATENING TO DROP RESEARCHCOVERAGE IF THE FIRM WAS NOT SELECTED AS A LEAD MANAGER IN ANINVESTMENT BANKING TRANSACTION; C)ISSUING RESEARCH REPORTSON ESPERION THERAPEUTICS INC. & TRITON NETWORK SYSTEMS THATDID NOT PROVIDE A SOUND BASIS FOR EVALUATING FACTS REGARDINGTHOSE COMPANIES & THEIR BUSINESS PROSPECTS; CONTAINEDEXAGGERATED OR UNWARRANTED CLAIMS ABOUT THOSE COMPANIES&/OR CONTAINED OPINIONS FOR WHICH THERE WAS NO REASONABLEBASIS; D)MAKING PAYMENTS FOR RESEARCH TO OTHER BROKER-DEALERS NOT INVOLVED IN AN UNDERWRITING TRANSACTION WHEN THEFIRM KNEW THAT THESE PAYMENTS WERE MADE AT LEAST IN PART FORRESEARCH COVERAGE & BY FAILING TO DISCLOSE OR CAUSE TO BEDISCLOSED IN OFFERING DOCUMENTS OR ELSEWHERE THE FACT OFSUCH PAYMENTS; AND E)RECEIVING PAYMENTS FOR RESEARCH FROMOTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRITINGTRANSACTIONS WITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS.

Current Status: Final

122©2018 FINRA. All rights reserved. Report about PIPER JAFFRAY & CO.

Page 125: PIPER JAFFRAY & CO. - FINRA JAFFRAY & CO. CRD# 665 SEC# 8-15204 Main Office Location 800 NICOLLET MALL MINNEAPOLIS, MN 55402-7020 Regulated by FINRA Kansas City Office Mailing Address

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Initiated By: STATE OF WEST VIRGINIA

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

CEASE AND DESIST

Date Initiated: 12/19/2003

Docket/Case Number: E03-1350

Principal Product Type: Other

Other Product Type(s): RESEARCH

Resolution Date: 12/29/2003

Resolution:

Other Sanctions Ordered: $125,000 TO THE STATE OF WEST VIRGINIA

Sanction Details: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESTIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PRACTICES BY THE SEC, NYSE, NASD AND AMULTI-STATE TASK FORCE. UNDER THE TERMS OF THE SETTLEMENTSREACHED JOINTLY WITH THE SEC, NYSE, NASD AND TASK FORCE, THEFIRM IS REQUIRED TO PAY A TOTAL OF $32,500,000 IN SETTLEMENT OFTHESE MATTERS AND HAS AGREED TO CEASE AND DESIST IN THEFUTURE FROM THE ALLEGED IMPROPER CONDUCT. PURSUANT TO THESETTLEMENT DOCUMENTS, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS A CIVIL PENALTY, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS DISGORGEMENT OF COMMISSIONS AND FEES, AND$7,500,000 OF THIS AMOUNT SHALL BE USED TO FUND THEPROCUREMENT OF INDEPENDENT RESEARCH. AMOUNTS PAID TO THEVARIOUS STATES, INCLUDING $125,000 PAID TO THE STATE OF WESTVIRGINIA PURSUANT TO THE CONSENT ORDER, SHALL BE APPLIED TOAND REDUCE THE AMOUNT OF THE $12,500,000 CIVIL PENALTYDESCRIBED ABOVE. THE PAYMENT OF $125,000 TO THE STATE OF WESTVIRGINIA PURSUANT TO THE CONSENT ORDER, SHALL BE APPLIED TOAND REDUCE THE AMOUNT OF THE $12,500,000 CIVIL PENALTYDESCRIBED ABOVE. THE PAYMENT OF $125,000 TO THE STATE OF WESTVIRGINIA WAS MADE ON DECEMBER 23, 2003. THE $12,500,000DISGORGEMENT AMOUNT DESCRIBED ABOVE IS TO BE PAID TO THEUNITED STATES DISTRICT COURT WITHIN TEN (10) DAYS OF COURTAPPROVAL OF THE SEC SETTLEMENT AND ENTRY OF FINAL JUDGMENT INTHAT MATTER. THE $7,500,000 TO PROCURE INDEPENDENT RESEARCHSHALL BE DEPOSITED INTO ESCROW WITHIN THIRTY (30) DAYS OF ENTRYOF THE FINAL JUDGMENT.

Sanctions Ordered: Monetary/Fine $12,500,000.00Cease and Desist/Injunction

Order

123©2018 FINRA. All rights reserved. Report about PIPER JAFFRAY & CO.

Page 126: PIPER JAFFRAY & CO. - FINRA JAFFRAY & CO. CRD# 665 SEC# 8-15204 Main Office Location 800 NICOLLET MALL MINNEAPOLIS, MN 55402-7020 Regulated by FINRA Kansas City Office Mailing Address

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WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESTIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PRACTICES BY THE SEC, NYSE, NASD AND AMULTI-STATE TASK FORCE. UNDER THE TERMS OF THE SETTLEMENTSREACHED JOINTLY WITH THE SEC, NYSE, NASD AND TASK FORCE, THEFIRM IS REQUIRED TO PAY A TOTAL OF $32,500,000 IN SETTLEMENT OFTHESE MATTERS AND HAS AGREED TO CEASE AND DESIST IN THEFUTURE FROM THE ALLEGED IMPROPER CONDUCT. PURSUANT TO THESETTLEMENT DOCUMENTS, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS A CIVIL PENALTY, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS DISGORGEMENT OF COMMISSIONS AND FEES, AND$7,500,000 OF THIS AMOUNT SHALL BE USED TO FUND THEPROCUREMENT OF INDEPENDENT RESEARCH. AMOUNTS PAID TO THEVARIOUS STATES, INCLUDING $125,000 PAID TO THE STATE OF WESTVIRGINIA PURSUANT TO THE CONSENT ORDER, SHALL BE APPLIED TOAND REDUCE THE AMOUNT OF THE $12,500,000 CIVIL PENALTYDESCRIBED ABOVE. THE PAYMENT OF $125,000 TO THE STATE OF WESTVIRGINIA PURSUANT TO THE CONSENT ORDER, SHALL BE APPLIED TOAND REDUCE THE AMOUNT OF THE $12,500,000 CIVIL PENALTYDESCRIBED ABOVE. THE PAYMENT OF $125,000 TO THE STATE OF WESTVIRGINIA WAS MADE ON DECEMBER 23, 2003. THE $12,500,000DISGORGEMENT AMOUNT DESCRIBED ABOVE IS TO BE PAID TO THEUNITED STATES DISTRICT COURT WITHIN TEN (10) DAYS OF COURTAPPROVAL OF THE SEC SETTLEMENT AND ENTRY OF FINAL JUDGMENT INTHAT MATTER. THE $7,500,000 TO PROCURE INDEPENDENT RESEARCHSHALL BE DEPOSITED INTO ESCROW WITHIN THIRTY (30) DAYS OF ENTRYOF THE FINAL JUDGMENT.

Disclosure 49 of 134

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Reporting Source: Firm

Initiated By: GOVERNMENT OF THE DISTRICT OF COLUMBIA

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

CEASE AND DESIST

Date Initiated: 12/05/2003

Docket/Case Number: CO 03-06

Principal Product Type: Other

Other Product Type(s): RESEARCH

Allegations: U.S. BANCORP PIPER JAFFRAY IS ALLEGED TO HAVE VIOLATED D.C.OFFICIAL CODE 31-5602.07(A)(9),(12) BY: A)ENGAGING IN ACTS &PRACTICES THAT CREATED OR MAINTAINED INAPPROPRIATE INFLUENCEBY THE INVESTMENT BANKING DEPARTMENT OVER RESEARCH ANALYSTSTHEREFORE IMPOSING CONFLICTS OF INTEREST ON ITS RESEARCHANALYSTS & FAILING TO MANAGE THESE CONFLICTS IN AN ADEQUATE ORAPPROPRIATE MANNER; B)THREATENING TO DROP RESEARCHCOVERAGE IF THE FIRM WAS NOT SELECTED AS A LEAD MANAGER IN ANINVESTMENT BANKING TRANSACTION; C)ISSUING RESEARCH REPORTSON ESPERION THERAPEUTICS INC. & TRITON NETWORK SYSTEMS THATDID NOT PROVIDE A SOUND BASIS FOR EVALUATING FACTS REGARDINGTHOSE COMPANIES &/OR CONTAINED EXAGGERATED OR UNWARRANTEDCLAIMS ABOUT THOSE COMPANIES &/OR CONTAINED OPINIONS FORWHICH THERE WAS NO REASONABLE BASIS; D)MAKING PAYMENTS FORRESEARCH TO OTHER BROKER-DEALERS NOT INVOLVED IN ANUNDERWRITING TRANSACTION WHEN THE FIRM KNEW THAT THESEPAYMENTS WERE MADE AT LEAST IN PART FOR RESEARCH COVERAGE &BY FAILING TO DISCLOSE OR CAUSE TO BE DISCLOSED IN OFFERINGDOCUMENTS OR ELSEWHERE THE FACT OF SUCH PAYMENTS; ANDE)RECEIVING PAYMENTS FOR RESEARCH FROM OTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRITING TRANSACTIONSWITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS.

Current Status: Final

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Resolution Date: 12/11/2003

Resolution:

Other Sanctions Ordered: $125,000 TO THE DISTRICT OF COLUMBIA

Sanction Details: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESTIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PRACTICES BY THE SEC, NYSE, NASD AND AMULTI-STATE TASK FORCE. UNDER THE TERMS OF THE SETTLEMENTSREACHED JOINTLY WITH THE SEC, NYSE, NASD AND TASK FORCE, THEFIRM IS REQUIRED TO PAY A TOTAL OF $32,500,000 IN SETTLEMENT OFTHESE MATTERS AND HAS AGREED TO CEASE AND DESIST IN THEFUTURE FROM THE ALLEGED IMPROPER CONDUCT. PURSUANT TO THESETTLEMENT DOCUMENTS, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS A CIVIL PENALTY, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS DISGORGEMENT OF COMMISSIONS AND FEES, AND$7,500,000 OF THIS AMOUNT SHALL BE USED TO FUND THEPROCUREMENT OF INDEPENDENT RESEARCH. AMOUNTS PAID TO THEVARIOUS STATES, INCLUDING THE $125,000 PAID TO THE DISTRICT OFCOLUMBIA PURSUANT TO THE CONSENT ORDER, SHALL BE APPLIED TOAND REDUCE THE AMOUNT OF THE $12,500,000 CIVIL PENALTYDESCRIBED ABOVE. THE PAYMENT OF $125,000 TO THE DISTRICT OFCOLUMBIA WAS MADE ON DECEMBER 5, 2003. THE $12,500,000DISGORGEMENT AMOUNT DESCRIBED ABOVE IS TO BE PAID TO THEUNITED STATES DISTRICT COURT WITHIN TEN (10) DAYS OF COURTAPPROVAL OF THE SEC SETTLEMENT AND ENTRY OF FINAL JUDGMENT INTHAT MATTER. THE $7,500,000 TO PROCURE INDEPENDENT RESEARCHSHALL BE DEPOSITED INTO ESCROW WITHIN THIRTY (30) DAYS OF ENTRYOF THE FINAL JUDGMENT.

Sanctions Ordered: Monetary/Fine $12,500,000.00Cease and Desist/Injunction

Order

Disclosure 50 of 134

i

Reporting Source: Firm

Allegations: U.S. BANCORP PIPER JAFFRAY IS ALLEGED TO HAVE VIOLATED SEE, 11-51-410(1)(G) AND (I), C.R.S. AND RULE 51-4.7 AND 11-51-501(1) BY: A)ENGAGINGIN ACTS & PRACTICES THAT CREATED OR MAINTAINED INAPPROPRIATEINFLUENCE BY THE INVESTMENT BANKING DEPARTMENT OVERRESEARCH ANALYSTS THEREFORE IMPOSING CONFLICTS OF INTERESTON ITS RESEARCH ANALYSTS & FAILING TO MANAGE THESE CONFLICTS INAN ADEQUATE OR APPROPRIATE MANNER; B)THREATENING TO DROPRESEARCH COVERAGE IF THE FIRM WAS NOT SELECTED AS A LEADMANAGER IN AN INVESTMENT BANKING TRANSACTION; C)ISSUINGRESEARCH REPORTS ON ESPERION THERAPEUTICS INC. & TRITONNETWORK SYSTEMS THAT DID NOT PROVIDE A SOUND BASIS FOREVALUATING FACTS REGARDING THOSE COMPANIES & THEIR BUSINESSPROSPECTS; CONTAINED EXAGGERATED OR UNWARRANTED CLAIMSABOUT THOSE COMPANIES &/OR CONTAINED OPINIONS FOR WHICHTHERE WAS NO REASONABLE BASIS; D)MAKING PAYMENTS FORRESEARCH TO OTHER BROKER-DEALERS NOT INVOLVED IN ANUNDERWRITING TRANSACTION WHEN THE FIRM KNEW THAT THESEPAYMENTS WERE MADE AT LEAST IN PART FOR RESEARCH COVERAGE &BY FAILING TO DISCLOSE OR CAUSE TO BE DISCLOSED IN OFFERINGDOCUMENTS OR ELSEWHERE THE FACT OF SUCH PAYMENTS; ANDE)RECEIVING PAYMENTS FOR RESEARCH FROM OTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRITING TRANSACTIONSWITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS.

Current Status: Final

125©2018 FINRA. All rights reserved. Report about PIPER JAFFRAY & CO.

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Initiated By: STATE OF COLORADO

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

CEASE AND DESIST

Date Initiated: 12/12/2003

Docket/Case Number: 04-L-26

Principal Product Type: Other

Other Product Type(s): RESEARCH

U.S. BANCORP PIPER JAFFRAY IS ALLEGED TO HAVE VIOLATED SEE, 11-51-410(1)(G) AND (I), C.R.S. AND RULE 51-4.7 AND 11-51-501(1) BY: A)ENGAGINGIN ACTS & PRACTICES THAT CREATED OR MAINTAINED INAPPROPRIATEINFLUENCE BY THE INVESTMENT BANKING DEPARTMENT OVERRESEARCH ANALYSTS THEREFORE IMPOSING CONFLICTS OF INTERESTON ITS RESEARCH ANALYSTS & FAILING TO MANAGE THESE CONFLICTS INAN ADEQUATE OR APPROPRIATE MANNER; B)THREATENING TO DROPRESEARCH COVERAGE IF THE FIRM WAS NOT SELECTED AS A LEADMANAGER IN AN INVESTMENT BANKING TRANSACTION; C)ISSUINGRESEARCH REPORTS ON ESPERION THERAPEUTICS INC. & TRITONNETWORK SYSTEMS THAT DID NOT PROVIDE A SOUND BASIS FOREVALUATING FACTS REGARDING THOSE COMPANIES & THEIR BUSINESSPROSPECTS; CONTAINED EXAGGERATED OR UNWARRANTED CLAIMSABOUT THOSE COMPANIES &/OR CONTAINED OPINIONS FOR WHICHTHERE WAS NO REASONABLE BASIS; D)MAKING PAYMENTS FORRESEARCH TO OTHER BROKER-DEALERS NOT INVOLVED IN ANUNDERWRITING TRANSACTION WHEN THE FIRM KNEW THAT THESEPAYMENTS WERE MADE AT LEAST IN PART FOR RESEARCH COVERAGE &BY FAILING TO DISCLOSE OR CAUSE TO BE DISCLOSED IN OFFERINGDOCUMENTS OR ELSEWHERE THE FACT OF SUCH PAYMENTS; ANDE)RECEIVING PAYMENTS FOR RESEARCH FROM OTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRITING TRANSACTIONSWITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS.

Resolution Date: 12/16/2003

Resolution:

Other Sanctions Ordered: $165,708 TO THE STATE OF COLORADO

Sanction Details: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESTIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PRACTICES BY THE SEC, NYSE, NASD AND AMULTI-STATE TASK FORCE. UNDER THE TERMS OF THE SETTLEMENTSREACHED JOINTLY WITH THE SEC, NYSE, NASD AND TASK FORCE, THEFIRM IS REQUIRED TO PAY A TOTAL OF $32,500,000 IN SETTLEMENT OFTHESE MATTERS AND HAS AGREED TO CEASE AND DESIST IN THEFUTURE FROM THE ALLEGED IMPROPER CONDUCT. PURSUANT TO THESETTLEMENT DOCUMENTS, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS A CIVIL PENALTY, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS DISGORGEMENT OF COMMISSIONS AND FEES, AND$7,500,000 OF THIS AMOUNT SHALL BE USED TO FUND THEPROCUREMENT OF INDEPENDENT RESEARCH. AMOUNTS PAID TO THEVARIOUS STATES, INCLUDING THE $165,708 PAID TO THE STATE OFCOLORADO PURSUANT TO THE CONSENT ORDER, SHALL BE APPLIED TOAND REDUCE THE AMOUNT OF THE $12,500,000 CIVIL PENALTYDESCRIBED ABOVE. THE PAYMENT OF $165,708 TO THE STATE OFCOLORADO WAS MADE ON DECEMBER 12, 2003. THE $12,500,000DISGORGEMENT AMOUNT DESCRIBED ABOVE IS TO BE PAID TO THEUNITED STATES DISTRICT COURT WITHIN TEN (10) DAYS OF COURTAPPROVAL OF THE SEC SETTLEMENT AND ENTRY OF FINAL JUDGMENT INTHAT MATTER. THE $7,500,000 TO PROCURE INDEPENDENT RESEARCHSHALL BE DEPOSITED INTO ESCROW WITHIN THIRTY (30) DAYS OF ENTRYOF THE FINAL JUDGMENT.

Sanctions Ordered: Monetary/Fine $12,500,000.00Cease and Desist/Injunction

Order

126©2018 FINRA. All rights reserved. Report about PIPER JAFFRAY & CO.

Page 129: PIPER JAFFRAY & CO. - FINRA JAFFRAY & CO. CRD# 665 SEC# 8-15204 Main Office Location 800 NICOLLET MALL MINNEAPOLIS, MN 55402-7020 Regulated by FINRA Kansas City Office Mailing Address

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WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESTIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PRACTICES BY THE SEC, NYSE, NASD AND AMULTI-STATE TASK FORCE. UNDER THE TERMS OF THE SETTLEMENTSREACHED JOINTLY WITH THE SEC, NYSE, NASD AND TASK FORCE, THEFIRM IS REQUIRED TO PAY A TOTAL OF $32,500,000 IN SETTLEMENT OFTHESE MATTERS AND HAS AGREED TO CEASE AND DESIST IN THEFUTURE FROM THE ALLEGED IMPROPER CONDUCT. PURSUANT TO THESETTLEMENT DOCUMENTS, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS A CIVIL PENALTY, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS DISGORGEMENT OF COMMISSIONS AND FEES, AND$7,500,000 OF THIS AMOUNT SHALL BE USED TO FUND THEPROCUREMENT OF INDEPENDENT RESEARCH. AMOUNTS PAID TO THEVARIOUS STATES, INCLUDING THE $165,708 PAID TO THE STATE OFCOLORADO PURSUANT TO THE CONSENT ORDER, SHALL BE APPLIED TOAND REDUCE THE AMOUNT OF THE $12,500,000 CIVIL PENALTYDESCRIBED ABOVE. THE PAYMENT OF $165,708 TO THE STATE OFCOLORADO WAS MADE ON DECEMBER 12, 2003. THE $12,500,000DISGORGEMENT AMOUNT DESCRIBED ABOVE IS TO BE PAID TO THEUNITED STATES DISTRICT COURT WITHIN TEN (10) DAYS OF COURTAPPROVAL OF THE SEC SETTLEMENT AND ENTRY OF FINAL JUDGMENT INTHAT MATTER. THE $7,500,000 TO PROCURE INDEPENDENT RESEARCHSHALL BE DEPOSITED INTO ESCROW WITHIN THIRTY (30) DAYS OF ENTRYOF THE FINAL JUDGMENT.

Disclosure 51 of 134

i

Reporting Source: Firm

Allegations: U.S. BANCORP PIPER JAFFRAY IS ALLEGED TO HAVE VIOLATEDCORPORATE SECURITIES LAW OF 1968 BY: A)ENGAGING IN ACTS &PRACTICES THAT CREATED OR MAINTAINED INAPPROPRIATE INFLUENCEBY THE INVESTMENT BANKING DEPARTMENT OVER RESEARCH ANALYSTSTHEREFORE IMPOSING CONFLICTS OF INTEREST ON ITS RESEARCHANALYSTS & FAILING TO MANAGE THESE CONFLICTS IN AN ADEQUATE ORAPPROPRIATE MANNER; B)THREATENING TO DROP RESEARCHCOVERAGE IF THE FIRM WAS NOT SELECTED AS A LEAD MANAGER IN ANINVESTMENT BANKING TRANSACTION; C)ISSUING RESEARCH REPORTSON ESPERION THERAPEUTICS INC. & TRITON NETWORK SYSTEMS THATDID NOT PROVIDE A SOUND BASIS FOR EVALUATING FACTS REGARDINGTHOSE COMPANIES & THEIR BUSINESS PROSPECTS; CONTAINEDEXAGGERATED OR UNWARRANTED CLAIMS ABOUT THOSE COMPANIES&/OR CONTAINED OPINIONS FOR WHICH THERE WAS NO REASONABLEBASIS; D)MAKING PAYMENTS FOR RESEARCH TO OTHER BROKER-DEALERS NOT INVOLVED IN AN UNDERWRITING TRANSACTION WHEN THEFIRM KNEW THAT THESE PAYMENTS WERE MADE AT LEAST IN PART FORRESEARCH COVERAGE & BY FAILING TO DISCLOSE OR CAUSE TO BEDISCLOSED IN OFFERING DOCUMENTS OR ELSEWHERE THE FACT OFSUCH PAYMENTS; AND E)RECEIVING PAYMENTS FOR RESEARCH FROMOTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRITINGTRANSACTIONS WITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS.

Current Status: Final

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Initiated By: STATE OF CALIFORNIA

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

CEASE AND DESIST

Date Initiated: 12/05/2003

Docket/Case Number: UNKNOWN

Principal Product Type: Other

Other Product Type(s): RESEARCH

U.S. BANCORP PIPER JAFFRAY IS ALLEGED TO HAVE VIOLATEDCORPORATE SECURITIES LAW OF 1968 BY: A)ENGAGING IN ACTS &PRACTICES THAT CREATED OR MAINTAINED INAPPROPRIATE INFLUENCEBY THE INVESTMENT BANKING DEPARTMENT OVER RESEARCH ANALYSTSTHEREFORE IMPOSING CONFLICTS OF INTEREST ON ITS RESEARCHANALYSTS & FAILING TO MANAGE THESE CONFLICTS IN AN ADEQUATE ORAPPROPRIATE MANNER; B)THREATENING TO DROP RESEARCHCOVERAGE IF THE FIRM WAS NOT SELECTED AS A LEAD MANAGER IN ANINVESTMENT BANKING TRANSACTION; C)ISSUING RESEARCH REPORTSON ESPERION THERAPEUTICS INC. & TRITON NETWORK SYSTEMS THATDID NOT PROVIDE A SOUND BASIS FOR EVALUATING FACTS REGARDINGTHOSE COMPANIES & THEIR BUSINESS PROSPECTS; CONTAINEDEXAGGERATED OR UNWARRANTED CLAIMS ABOUT THOSE COMPANIES&/OR CONTAINED OPINIONS FOR WHICH THERE WAS NO REASONABLEBASIS; D)MAKING PAYMENTS FOR RESEARCH TO OTHER BROKER-DEALERS NOT INVOLVED IN AN UNDERWRITING TRANSACTION WHEN THEFIRM KNEW THAT THESE PAYMENTS WERE MADE AT LEAST IN PART FORRESEARCH COVERAGE & BY FAILING TO DISCLOSE OR CAUSE TO BEDISCLOSED IN OFFERING DOCUMENTS OR ELSEWHERE THE FACT OFSUCH PAYMENTS; AND E)RECEIVING PAYMENTS FOR RESEARCH FROMOTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRITINGTRANSACTIONS WITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS.

Resolution Date: 12/15/2003

Resolution:

Other Sanctions Ordered: $1,304,926 TO THE STATE OF CALIFORNIA

Sanction Details: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESTIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PRACTICES BY THE SEC, NYSE, NASD AND AMULTI-STATE TASK FORCE. UNDER THE TERMS OF THE SETTLEMENTSREACHED JOINTLY WITH THE SEC, NYSE, NASD AND TASK FORCE, THEFIRM IS REQUIRED TO PAY A TOTAL OF $32,500,000 IN SETTLEMENT OFTHESE MATTERS AND HAS AGREED TO CEASE AND DESIST IN THEFUTURE FROM THE ALLEGED IMPROPER CONDUCT. PURSUANT TO THESETTLEMENT DOCUMENTS, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS A CIVIL PENALTY, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS DISGORGEMENT OF COMMISSIONS AND FEES, AND$7,500,000 OF THIS AMOUNT SHALL BE USED TO FUND THEPROCUREMENT OF INDEPENDENT RESEARCH. AMOUNTS PAID TO THEVARIOUS STATES, INCLUDING THE $1,304,926 PAID TO THE STATE OFCALIFORNIA PURSUANT TO THE ADMINISTRATIVE ORDER, SHALL BEAPPLIED TO AND REDUCE THE AMOUNT OF THE $12,500,000 CIVILPENALTY DESCRIBED ABOVE. THE PAYMENT OF $1,304,926 TO THE STATEOF CALIFORNIA WAS MADE ON DECEMBER 5, 2003. THE $12,500,000DISGORGEMENT AMOUNT DESCRIBED ABOVE IS T BE PAID TO THE UNITEDSTATES DISTRICT COURT WITHIN TEN (10) DAYS OF COURT APPROVAL OFTHE SEC SETTLEMENT AND ENTRY OF FINAL JUDGMENT IN THAT MATTER.THE $7,500,000 TO PROCURE INDEPENDENT RESEARCH SHALL BEDEPOSITED INTO ESCROW WITHIN THIRTY (30) DAYS OF ENTRY OF THEFINAL JUDGMENT.

Sanctions Ordered: Monetary/Fine $12,500,000.00Cease and Desist/Injunction

Order

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WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESTIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PRACTICES BY THE SEC, NYSE, NASD AND AMULTI-STATE TASK FORCE. UNDER THE TERMS OF THE SETTLEMENTSREACHED JOINTLY WITH THE SEC, NYSE, NASD AND TASK FORCE, THEFIRM IS REQUIRED TO PAY A TOTAL OF $32,500,000 IN SETTLEMENT OFTHESE MATTERS AND HAS AGREED TO CEASE AND DESIST IN THEFUTURE FROM THE ALLEGED IMPROPER CONDUCT. PURSUANT TO THESETTLEMENT DOCUMENTS, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS A CIVIL PENALTY, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS DISGORGEMENT OF COMMISSIONS AND FEES, AND$7,500,000 OF THIS AMOUNT SHALL BE USED TO FUND THEPROCUREMENT OF INDEPENDENT RESEARCH. AMOUNTS PAID TO THEVARIOUS STATES, INCLUDING THE $1,304,926 PAID TO THE STATE OFCALIFORNIA PURSUANT TO THE ADMINISTRATIVE ORDER, SHALL BEAPPLIED TO AND REDUCE THE AMOUNT OF THE $12,500,000 CIVILPENALTY DESCRIBED ABOVE. THE PAYMENT OF $1,304,926 TO THE STATEOF CALIFORNIA WAS MADE ON DECEMBER 5, 2003. THE $12,500,000DISGORGEMENT AMOUNT DESCRIBED ABOVE IS T BE PAID TO THE UNITEDSTATES DISTRICT COURT WITHIN TEN (10) DAYS OF COURT APPROVAL OFTHE SEC SETTLEMENT AND ENTRY OF FINAL JUDGMENT IN THAT MATTER.THE $7,500,000 TO PROCURE INDEPENDENT RESEARCH SHALL BEDEPOSITED INTO ESCROW WITHIN THIRTY (30) DAYS OF ENTRY OF THEFINAL JUDGMENT.

Disclosure 52 of 134

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Reporting Source: Firm

Initiated By: STATE OF INDIANA

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

CEASE AND DESIST

Date Initiated: 12/05/2003

Docket/Case Number: CAUSE NO. 03-0067 CO

Principal Product Type: Other

Other Product Type(s): RESEARCH

Allegations: U.S. BANCORP PIPER JAFFRAY IS ALLEGED TO HAVE VIOLATED IND. CODE23-2-1-11(A)(6); 710 IND. ADMIN. CODE 1-17-1(V); 710 IND. ADMIN. CODE 1-17-1(W) AND IND. CODE 23-2-1-11(A)(14) BY: A)ENGAGING IN ACTS &PRACTICES THAT CREATED OR MAINTAINED INAPPROPRIATE INFLUENCEBY THE INVESTMENT BANKING DEPARTMENT OVER RESEARCH ANALYSTSTHEREFORE IMPOSING CONFLICTS OF INTEREST ON ITS RESEARCHANALYSTS & FAILING TO MANAGE THSE CONFLICTS IN AN ADEQUATE ORAPPROPRIATE MANNER; B)THREATENING TO DROP RESEARCHCOVERAGE IF THE FIRM WAS NOT SELECTED AS A LEAD MANAGER IN ANINVESTMENT BANKING TRANSACTION; C)ISSUING RESEARCH REPORTSON ESPERION THERAPEUTICS INC. & TRITON NETWORK SYSTEMS THATDID NOT PROVIDE A SOUND BASIS FOR EVALUATING FACTS REGARDINGTHOSE COMPANIES & THEIR BUSINESS PROSPECTS; CONTAINEDEXAGGERATED OR UNWARRANTED CLAIMS ABOUT THOSE COMPANIES&/OR CONTAINED OPINIONS FOR WHICH THERE WAS NO REASONABLEBASIS; D)MAKING PAYMENTS FOR RESEARCH TO OTHER BROKER-DEALERS NOT INVOLVED IN AN UNDERWRITING TRANSACTION WHEN THEFIRM KNEW THAT THESE PAYMENTS WERE MADE AT LEAST IN PART FORRESEARCH COVERAGE & BY FAILING TO DISCLOSE OR CAUSE TO BEDISCLOSED IN OFFERING DOCUMENTS OR ELSEWHERE THE FACT OFSUCH PAYMENTS; AND E)RECEIVING PAYMENTS FOR RESEARCH FROMOTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRITINGTRANSACTIONS WITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS.

Current Status: Final

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Other Sanction(s)/ReliefSought:

CEASE AND DESIST

Resolution Date: 12/09/2003

Resolution:

Other Sanctions Ordered: $234,354 TO THE STATE OF INDIANA

Sanction Details: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESTIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PRACTICES BY THE SEC, NYSE, NASD AND AMULTI-STATE TASK FORCE. UNDER THE TERMS OF THE SETTLEMENTSREACHED JOINTLY WITH THE SEC, NYSE, NASD AND TASK FORCE, THEFIRM IS REQUIRED TO PAY A TOTAL OF $32,500,000 IN SETTLEMENT OFTHESE MATTERS AND HAS AGREED TO CEASE AND DESIST IN THEFUTURE FROM THE ALLEGED IMPROPER CONDUCT. PURSUANT TO THESETTLEMENT DOCUMENTS, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS A CIVIL PENALTY, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS DISGORGEMENT OF COMMISSIONS AND FEES, AND$7,500,000 OF THIS AMOUNT SHALL BE USED TO FUND THEPROCUREMENT OF INDEPENDENT RESEARCH. AMOUNTS PAID TO THEVARIOUS STATES, INCLUDING THE $234,354 PAID TO THE STATE OFINDIANA PURSUANT TO THE CONSENT ORDER, SHALL BE APPLIED TO ANDREDUCE THE AMOUNT OF THE $12,500,000 CIVIL PENALTY DESCRIBEDABOVE. THE PAYMENT OF $234,354 TO THE STATE OF INDIANA WAS MADEON DECEMBER 5, 2003. THE $12,500,000 DISGORGEMENT AMOUNTDESCRIBED ABOVE IS TO BE PAID TO THE UNITED STATES DISTRICTCOURT WITHIN TEN (10) DAYS OF COURT APPROVAL OF THE SECSETTLEMENT AND ENTRY OF FINAL JUDGMENT IN THAT MATTER. THE$7,500,000 TO PROCURE INDEPENDENT RESEARCH SHALL BE DEPOSITEDINTO ESCROW WITHIN THIRTY (30) DAYS OF ENTRY OF THE FINALJUDGMENT.

Sanctions Ordered: Monetary/Fine $12,500,000.00Cease and Desist/Injunction

Order

Disclosure 53 of 134

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Reporting Source: Firm

Allegations: U.S. BANCORP PIPER JAFFRAY IS ALLEGED TO HAVE VIOLATED CHAPTER47-31A BY: A)ENGAGING IN ACTS & PRACTICES THAT CREATED ORMAINTAINED INAPPROPRIATE INFLUENCE BY THE INVESTMENT BANKINGDEPARTMENT OVER RESEARCH ANALYSTS THEREFORE IMPOSINGCONFLICTS OF INTEREST ON ITS RESEARCH ANALYSTS & FAILING TOMANAGE THESE CONFLICTS IN AN ADEQUATE OR APPROPRIATE MANNER;B)THREATENING TO DROP RESEARCH COVERAGE IF THE FIRM WAS NOTSELECTED AS A LEAD MANAGER IN AN INVESTMENT BANKINGTRANSACTION; C)ISSUING RESEARCH REPORTS ON ESPERIONTHERAPEUTICS INC. & TRITON NETWORK SYSTEMS THAT DID NOTPROVIDE A SOUND BASIS FOR EVALUATING FACTS REGARDING THOSECOMPANIES & THEIR BUSINESS PROSPECTS; CONTAINED EXAGGERATEDOR UNWARRANTED CLAIMS ABOUT THOSE COMPANIES &/OR CONTAINEDOPINIONS FOR WHICH THERE WAS NO REASONABLE BASIS; D)MAKINGPAYMENTS FOR RESEARCH TO OTHER BROKER-DEALERS NOT INVOLVEDIN AN UNDERWRITING TRANSACTION WHEN THE FIRM KNEW THAT THESEPAYMENTS WERE MADE AT LEAST IN PART FOR RESEARCH COVERAGE &BY FAILING TO DISCLOSE OR CAUSE TO BE DISCLOSED IN OFFERINGDOCUMENTS OR ELSEWHERE THE FACT OF SUCH PAYMENTS; ANDE)RECEIVING PAYMENTS FOR RESEARCH FROM OTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRITING TRANSACTIONSWITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS.

Current Status: Final

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Initiated By: STATE OF SOUTH DAKOTA

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

CEASE AND DESIST

Date Initiated: 12/05/2003

Docket/Case Number: CASE NO. 652

Principal Product Type: Other

Other Product Type(s): RESEARCH

U.S. BANCORP PIPER JAFFRAY IS ALLEGED TO HAVE VIOLATED CHAPTER47-31A BY: A)ENGAGING IN ACTS & PRACTICES THAT CREATED ORMAINTAINED INAPPROPRIATE INFLUENCE BY THE INVESTMENT BANKINGDEPARTMENT OVER RESEARCH ANALYSTS THEREFORE IMPOSINGCONFLICTS OF INTEREST ON ITS RESEARCH ANALYSTS & FAILING TOMANAGE THESE CONFLICTS IN AN ADEQUATE OR APPROPRIATE MANNER;B)THREATENING TO DROP RESEARCH COVERAGE IF THE FIRM WAS NOTSELECTED AS A LEAD MANAGER IN AN INVESTMENT BANKINGTRANSACTION; C)ISSUING RESEARCH REPORTS ON ESPERIONTHERAPEUTICS INC. & TRITON NETWORK SYSTEMS THAT DID NOTPROVIDE A SOUND BASIS FOR EVALUATING FACTS REGARDING THOSECOMPANIES & THEIR BUSINESS PROSPECTS; CONTAINED EXAGGERATEDOR UNWARRANTED CLAIMS ABOUT THOSE COMPANIES &/OR CONTAINEDOPINIONS FOR WHICH THERE WAS NO REASONABLE BASIS; D)MAKINGPAYMENTS FOR RESEARCH TO OTHER BROKER-DEALERS NOT INVOLVEDIN AN UNDERWRITING TRANSACTION WHEN THE FIRM KNEW THAT THESEPAYMENTS WERE MADE AT LEAST IN PART FOR RESEARCH COVERAGE &BY FAILING TO DISCLOSE OR CAUSE TO BE DISCLOSED IN OFFERINGDOCUMENTS OR ELSEWHERE THE FACT OF SUCH PAYMENTS; ANDE)RECEIVING PAYMENTS FOR RESEARCH FROM OTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRITING TRANSACTIONSWITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS.

Resolution Date: 12/08/2003

Resolution:

Other Sanctions Ordered: $125,000 TO THE STATE OF SOUTH DAKOTA

Sanction Details: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESTIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PRACTICES BY THE SEC, NYSE, NASD AND AMULTI-STATE TASK FORCE. UNDER THE TERMS OF THE SETTLEMENTSREACHED JOINTLY WITH THE SEC, NYSE, NASD AND TASK FORCE, THEFIRM IS REQUIRED TO PAY A TOTAL OF $32,500,000 IN SETTLEMENT OFTHESE MATTERS AND HAS AGREED TO CEASE AND DESIST IN THEFUTURE FROM THE ALLEGED IMPROPER CONDUCT. PURSUANT TO THESETTLEMENT DOCUMENTS, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS DISGORGEMENT OF COMMISSIONS AND FEES, AND$7,500,000 OF THIS AMOUNT SHALL BE USED TO FUND THEPROCUREMENT OF INDEPENDENT RESEARCH. AMOUNTS PAID TO THEVARIOUS STATES, INCLUDING THE $125,000 PAID TO THE STATE OF SOUTHDAKOTA PURSUANT TO THE CONSENT ORDER, SHALL BE APPLIED TO ANDREDUCE THE AMOUNT OF THE $12,500,000 CIVIL PENALTY DESCRIBEDABOVE. THE PAYMENT OF $125,000 TO THE STATE OF SOUTH DAKOTA WASMADE ON DECEMBER 5, 2003. THE $12,500,000 DISGORGEMENT AMOUNTDESCRIBED ABOVE IS TO BE PAID TO THE UNITED STATES DISTRICTCOURT WITHIN TEN (10) DAYS OF COURT APPROVAL OF THE SECSETTLEMENT AND ENTRY OF FINAL JUDGMENT IN THAT MATTER. THE$7,500,000 TO PROCURE INDEPENDENT RESEARCH SHALL BE DEPOSITEDINTO ESCROW WITHIN THIRTY (30) DAYS OF ENTRY OF THE FINALJUDGMENT.

Sanctions Ordered: Monetary/Fine $12,500,000.00Cease and Desist/Injunction

Order

131©2018 FINRA. All rights reserved. Report about PIPER JAFFRAY & CO.

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www.finra.org/brokercheck User GuidanceWITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESTIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PRACTICES BY THE SEC, NYSE, NASD AND AMULTI-STATE TASK FORCE. UNDER THE TERMS OF THE SETTLEMENTSREACHED JOINTLY WITH THE SEC, NYSE, NASD AND TASK FORCE, THEFIRM IS REQUIRED TO PAY A TOTAL OF $32,500,000 IN SETTLEMENT OFTHESE MATTERS AND HAS AGREED TO CEASE AND DESIST IN THEFUTURE FROM THE ALLEGED IMPROPER CONDUCT. PURSUANT TO THESETTLEMENT DOCUMENTS, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS DISGORGEMENT OF COMMISSIONS AND FEES, AND$7,500,000 OF THIS AMOUNT SHALL BE USED TO FUND THEPROCUREMENT OF INDEPENDENT RESEARCH. AMOUNTS PAID TO THEVARIOUS STATES, INCLUDING THE $125,000 PAID TO THE STATE OF SOUTHDAKOTA PURSUANT TO THE CONSENT ORDER, SHALL BE APPLIED TO ANDREDUCE THE AMOUNT OF THE $12,500,000 CIVIL PENALTY DESCRIBEDABOVE. THE PAYMENT OF $125,000 TO THE STATE OF SOUTH DAKOTA WASMADE ON DECEMBER 5, 2003. THE $12,500,000 DISGORGEMENT AMOUNTDESCRIBED ABOVE IS TO BE PAID TO THE UNITED STATES DISTRICTCOURT WITHIN TEN (10) DAYS OF COURT APPROVAL OF THE SECSETTLEMENT AND ENTRY OF FINAL JUDGMENT IN THAT MATTER. THE$7,500,000 TO PROCURE INDEPENDENT RESEARCH SHALL BE DEPOSITEDINTO ESCROW WITHIN THIRTY (30) DAYS OF ENTRY OF THE FINALJUDGMENT.

Disclosure 54 of 134

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Reporting Source: Firm

Allegations: U.S. BANCORP PIPER JAFFRAY IS ALLEGED TO HAVE VIOLATED MARYLANDSECURITIES ACT, SECTION 11-412(A)(7) AND SECTION 11-412(A)(10) BY:A)ENGAGING IN ACTS & PRACTICES THAT CREATED OR MAINTAINEDINAPPROPRIATE INFLUENCE BY THE INVESTMENT BANKING DEPARTMENTOVER RESEARCH ANALYSTS THEREFORE IMPOSING CONFLICTS OFINTEREST ON ITS RESEARCH ANALYSTS & FAILING TO MANAGE THESECONFLICTS IN AN ADEQUATE OR APPROPRIATE MANNER; B)THREATENINGTO DROP RESEARCH COVERAGE IF THE FIRM WAS NOT SELECTED AS ALEAD MANAGER IN AN INVESTMENT BANKING TRANSACTION; C)ISSUINGRESEARCH REPORTS ON ESPERION THERAPUETICS INC. & TRITONNETWORK SYSTEMS THAT DID NOT PROVIDE A SOUND BASIS FOREVALUATING FACTS REGARDING THOSE COMPANIES & THEIR BUSINESSPROSPECTS; CONTAINED EXAGGERATED OR UNWARRANTED CLAIMSABOUT THOSE COMPANIES &/OR CONTAINED OPINIONS FOR WHICHTHERE WAS NO REASONABLE BASIS; D)MAKING PAYMENTS FORRESEARCH TO OTHER BROKER-DEALERS NOT INVOLVED IN ANUNDERWRITING TRANSACTION WHEN THE FIRM KNEW THAT THESEPAYMENTS WERE MADE AT LEAST IN PART FOR RESEARCH COVERAGE &BY FAILING TO DISCLOSE OR CAUSE TO BE DISCLOSED IN OFFERINGDOCUMENTS OR ELSEWHERE THE FACT OF SUCH PAYMENTS; ANDE)RECEIVING PAYMENTS FOR RESEARCH FROM OTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRITING TRANSACTIONSWITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS.

Current Status: Final

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Initiated By: STATE OF MARYLAND

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

CEASE AND DESIST

Date Initiated: 10/07/2003

Docket/Case Number: 2002-0885

Principal Product Type: Other

Other Product Type(s): RESEARCH

U.S. BANCORP PIPER JAFFRAY IS ALLEGED TO HAVE VIOLATED MARYLANDSECURITIES ACT, SECTION 11-412(A)(7) AND SECTION 11-412(A)(10) BY:A)ENGAGING IN ACTS & PRACTICES THAT CREATED OR MAINTAINEDINAPPROPRIATE INFLUENCE BY THE INVESTMENT BANKING DEPARTMENTOVER RESEARCH ANALYSTS THEREFORE IMPOSING CONFLICTS OFINTEREST ON ITS RESEARCH ANALYSTS & FAILING TO MANAGE THESECONFLICTS IN AN ADEQUATE OR APPROPRIATE MANNER; B)THREATENINGTO DROP RESEARCH COVERAGE IF THE FIRM WAS NOT SELECTED AS ALEAD MANAGER IN AN INVESTMENT BANKING TRANSACTION; C)ISSUINGRESEARCH REPORTS ON ESPERION THERAPUETICS INC. & TRITONNETWORK SYSTEMS THAT DID NOT PROVIDE A SOUND BASIS FOREVALUATING FACTS REGARDING THOSE COMPANIES & THEIR BUSINESSPROSPECTS; CONTAINED EXAGGERATED OR UNWARRANTED CLAIMSABOUT THOSE COMPANIES &/OR CONTAINED OPINIONS FOR WHICHTHERE WAS NO REASONABLE BASIS; D)MAKING PAYMENTS FORRESEARCH TO OTHER BROKER-DEALERS NOT INVOLVED IN ANUNDERWRITING TRANSACTION WHEN THE FIRM KNEW THAT THESEPAYMENTS WERE MADE AT LEAST IN PART FOR RESEARCH COVERAGE &BY FAILING TO DISCLOSE OR CAUSE TO BE DISCLOSED IN OFFERINGDOCUMENTS OR ELSEWHERE THE FACT OF SUCH PAYMENTS; ANDE)RECEIVING PAYMENTS FOR RESEARCH FROM OTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRITING TRANSACTIONSWITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS.

Resolution Date: 11/21/2003

Resolution:

Other Sanctions Ordered: $204,050 TO THE STATE OF MARYLAND

Sanction Details: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESTIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PRACTICES BY THE SEC, NYSE, NASD AND TASKFORCE, THE FIRM IS REQUIRED TO PAY A TOTAL OF $32,500,000 INSETTLEMENT OF THESE MATTERS AND HAS AGREED TO CEASE ANDDESIST IN THE FUTURE FROM THE ALLEGED IMPROPER CONDUCT.PURSUANT TO THE SETTLEMENT DOCUMENTS, $12,500,000 OF THISAMOUNT SHALL BE DESIGNATED AS A CIVIL PENALTY, $12,500,000 OF THISAMOUNT SHALL BE DESIGNATED AS DISGORGEMENT OF COMMISSIONSAND FEES, AND $7,500,000 OF THIS AMOUNT SHALL BE USED TO FUND THEPROCUREMENT OF INDEPENDENT RESEARCH. AMOUNTS PAID TO THEVARIOUS STATES, INCLUDING THE $204,050 PAID TO THE STATE OFMARYLAND PURSUANT TO THE CONSENT ORDER, SHALL BE APPLIED TOAND REDUCE THE AMOUNT OF THE $12,500,000 CIVIL PENALTYDESCRIBED ABOVE. THE PAYMENT OF $204,050 WAS MADE ON OCTOBER7, 2003. THE $12,500,000 DISGORGEMENT AMOUNT DESCRIBED ABOVE ISTO BE PAID TO THE UNITED STATES DISTRICT COURT WITHIN TEN (10)DAYS OF COURT APPROVAL OF THE SEC SETTLEMENT AND ENTRY OFFINAL JUDGMENT IN THAT MATTER. THE $7,500,000 TO PROCUREINDEPENDENT RESEARCH SHALL BE DEPOSITED INTO ESCROW WITHINTHIRTY (30) DAYS OF ENTRY OF THE FINAL JUDGMENT.

Sanctions Ordered: Monetary/Fine $12,500,000.00Cease and Desist/Injunction

Order

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WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESTIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PRACTICES BY THE SEC, NYSE, NASD AND TASKFORCE, THE FIRM IS REQUIRED TO PAY A TOTAL OF $32,500,000 INSETTLEMENT OF THESE MATTERS AND HAS AGREED TO CEASE ANDDESIST IN THE FUTURE FROM THE ALLEGED IMPROPER CONDUCT.PURSUANT TO THE SETTLEMENT DOCUMENTS, $12,500,000 OF THISAMOUNT SHALL BE DESIGNATED AS A CIVIL PENALTY, $12,500,000 OF THISAMOUNT SHALL BE DESIGNATED AS DISGORGEMENT OF COMMISSIONSAND FEES, AND $7,500,000 OF THIS AMOUNT SHALL BE USED TO FUND THEPROCUREMENT OF INDEPENDENT RESEARCH. AMOUNTS PAID TO THEVARIOUS STATES, INCLUDING THE $204,050 PAID TO THE STATE OFMARYLAND PURSUANT TO THE CONSENT ORDER, SHALL BE APPLIED TOAND REDUCE THE AMOUNT OF THE $12,500,000 CIVIL PENALTYDESCRIBED ABOVE. THE PAYMENT OF $204,050 WAS MADE ON OCTOBER7, 2003. THE $12,500,000 DISGORGEMENT AMOUNT DESCRIBED ABOVE ISTO BE PAID TO THE UNITED STATES DISTRICT COURT WITHIN TEN (10)DAYS OF COURT APPROVAL OF THE SEC SETTLEMENT AND ENTRY OFFINAL JUDGMENT IN THAT MATTER. THE $7,500,000 TO PROCUREINDEPENDENT RESEARCH SHALL BE DEPOSITED INTO ESCROW WITHINTHIRTY (30) DAYS OF ENTRY OF THE FINAL JUDGMENT.

Disclosure 55 of 134

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Reporting Source: Regulator

Initiated By: VERMONT

Principal Sanction(s)/ReliefSought:

Other

Other Sanction(s)/ReliefSought:

N/A

Date Initiated: 07/01/2002

Docket/Case Number: 03-069-S

URL for Regulatory Action:

Principal Product Type: Equity Listed (Common & Preferred Stock)

Other Product Type(s):

Allegations: VIOLATIONS OF THE VT SECURITIES ACT IN THAT: (A) THE FIRM FAILED TOINSURE THAT ANALYSTS WHO ISSUED RESEARCH WERE ADEQUATELYINSULATED FROM PRESSURES AND INFLUENCES FROM COVEREDCOMPANIES AND INVESTMENT BANKING WHICH CONDUCT IS ADISHONEST AND UNETHICAL PRACTICE UNDER SECTION 4221A(A)(8) OFTHE ACT; AND (B) THE FIRM FAILED TO REASONABLY SUPERVISE ITSEMPLOYEES TO INSURE THAT ITS ANALYSTS WERE ADEQUATELYINSULATED FROM PRESSURES AND INFLUENCES FROM COVEREDCOMPANIES AND INVESTMENT BANKING AS REQUIRED BY SECTION4221A(A)(11) OF THE ACT.

Current Status: Final

Appealed To and Date AppealFiled:

N/A

Resolution Date: 11/06/2003

Resolution:

Does the order constitute afinal order based onviolations of any laws orregulations that prohibitfraudulent, manipulative, ordeceptive conduct?

Yes

Order

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Other Sanctions Ordered: FIRM ADMITS THE JURISDICTION OF THE COMMISSIONER, NEITHERADMITS NOR DENIES THE FINDINGS OF FACT AND CONCLUSIONS OF LAWCONTAINED IN THIS ORDER AND CONSENTS TO THE ENTRY OF THISORDER BY THE COMMISSIONER.

Sanction Details: GLOBAL SETTLEMENT RESULTING FROM INVESTIGATION OF ANALYSTTASK FORCE

Sanctions Ordered: Monetary/Fine $125,000.00Cease and Desist/Injunction

iReporting Source: Firm

Initiated By: STATE OF VERMONT

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Date Initiated: 11/05/2003

Docket/Case Number: 03-069-S

Principal Product Type: Other

Other Product Type(s): RESEARCH

Allegations: U.S. BANCORP PIPER JAFFRAY IS ALLEGED TO HAVE VIOLATED 4221A(A)(8)AND 4221A(A)(11) OF THE SECURITIES ACT BY: A)ENGAGING IN ACTS &PRACTICES THAT CREATED OR MAINTAINED INAPPROPRIATE INFLUENCEBY THE INVESTMENT BANKING DEPARTMENT OVER RESEARCH ANALYSTSTHEREFORE IMPOSING CONFLICTS OF INTEREST ON ITS RESEARCHANALYSTS & FAILING TO MANAGE THESE CONFLICTS IN AN ADEQUATE ORAPPROPRIATE MANNER; B)THREATENING TO DROP RESEARCHCOVERAGE IF THE FIRM WAS NOT SELECTED AS A LEAD MANAGER IN ANINVESTMENT BANKING TRANSACTION; C)ISSUING RESEARCH REPORTSON ESPERION THERAPEUTICS INC. & TRITON NETWORK SYSTEMS THATDID NOT PROVIDE A SOUND BASIS FOR EVALUATING FACTS REGARDINGTHOSE COMPANIES & THEIR BUSINESS PROSPECTS; CONTAINEDEXAGGERATED OR UNWARRANTED CLAIMS ABOUT THOSE COMPANIES&/OR CONTAINED OPINIONS FOR WHICH THERE WAS NO REASONABLEBASIS; D)MAKING PAYMENTS FOR RESEARCH TO OTHER BROKER-DEALERS NOT INVOLVED IN AN UNDERWRITING TRANSACTION WHEN THEFIRM KNEW THAT THESE PAYMENTS WERE MADE AT LEAST IN PART FORRESEARCH COVERAGE & BY FAILING TO DISCLOSE OR CAUSE TO BEDISCLOSED IN OFFERING DOCUMENTS OR ELSEWHERE THE FACT OFSUCH PAYMENTS; AND E)RECEIVING PAYMENTS FOR RESEARCH FROMOTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRITINGTRANSACTIONS WITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS.

Current Status: Final

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Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

CEASE AND DESIST

Resolution Date: 11/06/2003

Resolution:

Other Sanctions Ordered: $125,000 TO THE STATE OF VERMONT

Sanction Details: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESTIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PRACTICES BY THE SEC, NYSE, NASD AND AMULTI-STATE TASK FORCE. UNDER THE TERMS OF THE SETTLEMENTSREACHED JOINTLY WITH THE SEC, NYSE, NASD AND TASK FORCE, THEFIRM IS REQUIRED TO PAY A TOTAL OF $32,500,000 IN SETTLEMENT OFTHESE MATTERS AND HAS AGREED TO CEASE AND DESIST IN THEFUTURE FROM THE ALLEGED IMPROPER CONDUCT. PURSUANT TO THESETTLEMENT DOCUMENTS, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS A CIVIL PENALTY, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS DISGORGEMENT OF COMMISSIONS AND FEES, AND$7,500,000 OF THIS AMOUNT SHALL BE USED TO FUND THEPROCUREMENT OF INDEPENDENT RESEARCH. AMOUNTS PAID TO THEVARIOUS STATES, INCLUDING THE $125,000 PAID TO THE STATE OFVERMONT PURSUANT TO THE CONSENT ORDER, SHALL BE APPLIED TOAND REDUCE THE AMOUNT OF THE $12,500,000 CIVIL PENALTYDESCRIBED ABOVE. THE PAYMENT OF $125,000 TO THE STATE OFVERMONT WAS MADE ON NOVEMBER 5, 2003. THE $12,500,000DISGORGEMENT AMOUNT DESCRIBED ABOVE IS TO BE PAID TO THEUNITED STATES DISTRICT COURT WITHIN TEN (10) DAYS OF COURTAPPROVAL OF THE SEC SETTLEMENT AND ENTRY OF FINAL JUDGMENT INTHAT MATTER. THE $7,500,000 TO PROCURE INDEPENDENT RESEARCHSHALL BE DEPOSITED INTO ESCROW WITHIN THIRTY (30) DAYS OF ENTRYOF THE FINAL JUDGMENT.

Sanctions Ordered: Monetary/Fine $12,500,000.00Cease and Desist/Injunction

Order

Disclosure 56 of 134

i

Reporting Source: Firm

Allegations: U.S. BANCORP PIPER JAFFRAY IS ALLEGED TO HAVE VIOLATED NEB. REV.STAT. 8-1103(9)(A)(VII) BY: A)ENGAGING IN ACTS & PRACTICES THATCREATED OR MAINTAINED INAPPROPRIATE INFLUENCE BY THEINVESTMENT BANKING DEPARTMENT OVER RESEARCH ANALYSTSTHEREFORE IMPOSING CONFLICTS OF INTEREST ON ITS RESEARCHANALYSTS & FAILING TO MANAGE THESE CONFLICTS IN AN ADEQUATE ORAPPROPRIATE MANNER; B)THREATENING TO DROP RESEARCHCOVERAGE IF THE FIRM WAS NOT SELECTED AS A LEAD MANAGER IN ANINVESTMENT BANKING TRANSACTION; C)ISSUING RESEARCH REPORTSON ESPERION THERAPEUTICS INC. & TRITON NETWORK SYSTEMS THATDID NOT PROVIDE A SOUND BASIS FOR EVALUATING FACTS REGARDINGTHOSE COMPANIES & THEIR BUSINESS PROSPECTS; CONTAINEDEXAGGERATED OR UNWARRANTED CLAIMS ABOUT THOSE COMPANIES&/OR CONTAINED OPINIONS FOR WHICH THERE WAS NO REASONABLEBASIS; D)MAKING PAYMENTS FOR RESEARCH TO OTHER BROKER-DEALERS NOT INVOLVED IN AN UNDERWRITING TRANSACTION WHEN THEFIRM KNEW THAT THESE PAYMENTS WERE MADE AT LEAST IN PART FORRESEARCH COVERAGE & BY FAILING TO DISCLOSE OR CAUSE TO BEDISCLOSED IN OFFERING DOCUMENTS OR ELSEWHERE THE FACT OFSUCH PAYMENTS; AND E)RECEIVING PAYMENTS FOR RESEARCH FROMOTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRITINGTRANSACTIONS WITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS.

Current Status: Final

136©2018 FINRA. All rights reserved. Report about PIPER JAFFRAY & CO.

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www.finra.org/brokercheck User Guidance

Initiated By: STATE OF NEBRASKA

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

CEASE AND DESIST

Date Initiated: 10/07/2003

Docket/Case Number: UNKNOWN

Principal Product Type: Other

Other Product Type(s): RESEARCH

Allegations: U.S. BANCORP PIPER JAFFRAY IS ALLEGED TO HAVE VIOLATED NEB. REV.STAT. 8-1103(9)(A)(VII) BY: A)ENGAGING IN ACTS & PRACTICES THATCREATED OR MAINTAINED INAPPROPRIATE INFLUENCE BY THEINVESTMENT BANKING DEPARTMENT OVER RESEARCH ANALYSTSTHEREFORE IMPOSING CONFLICTS OF INTEREST ON ITS RESEARCHANALYSTS & FAILING TO MANAGE THESE CONFLICTS IN AN ADEQUATE ORAPPROPRIATE MANNER; B)THREATENING TO DROP RESEARCHCOVERAGE IF THE FIRM WAS NOT SELECTED AS A LEAD MANAGER IN ANINVESTMENT BANKING TRANSACTION; C)ISSUING RESEARCH REPORTSON ESPERION THERAPEUTICS INC. & TRITON NETWORK SYSTEMS THATDID NOT PROVIDE A SOUND BASIS FOR EVALUATING FACTS REGARDINGTHOSE COMPANIES & THEIR BUSINESS PROSPECTS; CONTAINEDEXAGGERATED OR UNWARRANTED CLAIMS ABOUT THOSE COMPANIES&/OR CONTAINED OPINIONS FOR WHICH THERE WAS NO REASONABLEBASIS; D)MAKING PAYMENTS FOR RESEARCH TO OTHER BROKER-DEALERS NOT INVOLVED IN AN UNDERWRITING TRANSACTION WHEN THEFIRM KNEW THAT THESE PAYMENTS WERE MADE AT LEAST IN PART FORRESEARCH COVERAGE & BY FAILING TO DISCLOSE OR CAUSE TO BEDISCLOSED IN OFFERING DOCUMENTS OR ELSEWHERE THE FACT OFSUCH PAYMENTS; AND E)RECEIVING PAYMENTS FOR RESEARCH FROMOTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRITINGTRANSACTIONS WITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS.

Resolution Date: 11/04/2003

Resolution:

Other Sanctions Ordered: $125,000 TO THE STATE OF NEBRASKA

Sanction Details: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESTIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PRACTICES BY THE SEC, NYSE, NASD AND AMULTI-STATE TASK FORCE. UNDER THE TERMS OF THE SETTLEMENTSREACHED JOINTLY WITH THE SEC, NYSE, NASD AND TASK FORCE, THEFIRM IS REQUIRED TO PAY A TOTAL OF $32,500,000 IN SETTLEMENT OFTHESE MATTERS AND HAS AGREED TO CEASE AND DESIST IN THEFUTURE FROM THE ALLEGED IMPROPER CONDUCT. PURSUANT TO THESETTLEMENT DOCUMENTS, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS A CIVIL PENALTY, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS DISGORGEMENT OF COMMISSIONS AND FEES, AND$7,500,000 OF THIS AMOUNT SHALL BE USED TO FUND THEPROCUREMENT OF INDEPENDENT RESEARCH. AMOUNTS PAID TO THEVARIOUS STATES, INCLUDING THE $125,000 PAID TO THE STATE OFNEBRASKA PURSUANT TO THE CONSENT ORDER, SHALL BE APPLIED TOAND REDUCE THE AMOUNT OF THE $12,500,000 CIVIL PENALTYDESCRIBED ABOVE. THE PAYMENT OF $125,000 TO THE STATE OFNEBRASKA WAS MADE ON 11/3/03. THE $12,500,000 DISGORGEMENTAMOUNT DESCRIBED ABOVE IS TO BE PAID TO THE UNITED STATESDISTRICT COURT WITHIN TEN (10) DAYS OF COURT APPROVAL OF THE SECSETTLEMENT AND ENTRY OF FINAL JUDGMENT IN THAT MATTER. THE$7,500,000 TO PROCURE INDEPENDENT RESEARCH SHALL BE DEPOSITEDINTO ESCROW WITHIN THIRTY (30) DAYS OF ENTRY OF THE FINALJUDGMENT.

Sanctions Ordered: Monetary/Fine $12,500,000.00Cease and Desist/Injunction

Order

137©2018 FINRA. All rights reserved. Report about PIPER JAFFRAY & CO.

Page 140: PIPER JAFFRAY & CO. - FINRA JAFFRAY & CO. CRD# 665 SEC# 8-15204 Main Office Location 800 NICOLLET MALL MINNEAPOLIS, MN 55402-7020 Regulated by FINRA Kansas City Office Mailing Address

www.finra.org/brokercheck User Guidance

WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESTIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PRACTICES BY THE SEC, NYSE, NASD AND AMULTI-STATE TASK FORCE. UNDER THE TERMS OF THE SETTLEMENTSREACHED JOINTLY WITH THE SEC, NYSE, NASD AND TASK FORCE, THEFIRM IS REQUIRED TO PAY A TOTAL OF $32,500,000 IN SETTLEMENT OFTHESE MATTERS AND HAS AGREED TO CEASE AND DESIST IN THEFUTURE FROM THE ALLEGED IMPROPER CONDUCT. PURSUANT TO THESETTLEMENT DOCUMENTS, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS A CIVIL PENALTY, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS DISGORGEMENT OF COMMISSIONS AND FEES, AND$7,500,000 OF THIS AMOUNT SHALL BE USED TO FUND THEPROCUREMENT OF INDEPENDENT RESEARCH. AMOUNTS PAID TO THEVARIOUS STATES, INCLUDING THE $125,000 PAID TO THE STATE OFNEBRASKA PURSUANT TO THE CONSENT ORDER, SHALL BE APPLIED TOAND REDUCE THE AMOUNT OF THE $12,500,000 CIVIL PENALTYDESCRIBED ABOVE. THE PAYMENT OF $125,000 TO THE STATE OFNEBRASKA WAS MADE ON 11/3/03. THE $12,500,000 DISGORGEMENTAMOUNT DESCRIBED ABOVE IS TO BE PAID TO THE UNITED STATESDISTRICT COURT WITHIN TEN (10) DAYS OF COURT APPROVAL OF THE SECSETTLEMENT AND ENTRY OF FINAL JUDGMENT IN THAT MATTER. THE$7,500,000 TO PROCURE INDEPENDENT RESEARCH SHALL BE DEPOSITEDINTO ESCROW WITHIN THIRTY (30) DAYS OF ENTRY OF THE FINALJUDGMENT.

Disclosure 57 of 134

i

Reporting Source: Firm

Allegations: U.S. BANCORP PIPER JAFFRAY IS ALLEGED TO HAVE VIOLATED CHAPTER1707 OF THE OHIO REVISED CODE BY: A)ENGAGING IN ACTS & PRACTICESTHAT CREATED OR MAINTAINED INAPPROPRIATE INFLUENCE BY THEINVESTMENT BANKING DEPARTMENT OVER RESEARCH ANALYSTSTHEREFORE IMPOSING CONFLICTS OF INTEREST ON ITS RESEARCHANALYSTS & FAILING TO MANAGE THESE CONFLICTS IN AN ADEQUATE ORAPPROPRIATE MANNER; B)THREATENING TO DROP RESEARCHCOVERAGE IF THE FIRM WAS NOT SELECTED AS A LEAD MANAGER IN ANINVESTMENT BANKING TRANSACTION; C)ISSUING RESEARCH REPORTSON ESPERION THERAPEUTICS INC. & TRITON NETWORK SYSTEMS THATDID NOT PROVIDE A SOUND BASIS FOR EVALUATING FACTS REGARDINGTHOSE COMPANIES & THEIR BUSINESS PROSPECTS; CONTAINEDEXAGGERATED OR UNWARRANTED CLAIMS ABOUT THOSE COMPANIES&/OR CONTAINED OPINIONS FOR WHICH THERE WAS NO REASONABLEBASIS; D)MAKING PAYMENTS FOR RESEARCH TO OTHER BROKER-DEALERS NOT INVOLVED IN AN UNDERWRITING TRANSACTION WHEN THEFIRM KNEW THAT THESE PAYMENTS WERE MADE AT LEAST IN PART FORRESEARCH COVERAGE & BY FAILING TO DISCLOSE OR CAUSE TO BEDISCLOSED IN OFFERING DOCUMENTS OR ELSEWHERE THE FACT OFSUCH PAYMENTS; AND E)RECEIVING PAYMENTS FOR RESEARCH FROMOTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRITINGTRANSACTIONS WITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS.

Current Status: Final

138©2018 FINRA. All rights reserved. Report about PIPER JAFFRAY & CO.

Page 141: PIPER JAFFRAY & CO. - FINRA JAFFRAY & CO. CRD# 665 SEC# 8-15204 Main Office Location 800 NICOLLET MALL MINNEAPOLIS, MN 55402-7020 Regulated by FINRA Kansas City Office Mailing Address

www.finra.org/brokercheck User Guidance

Initiated By: STATE OF OHIO

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

CEASE AND DESIST

Date Initiated: 11/05/2003

Docket/Case Number: UNKNOWN

Principal Product Type: Other

Other Product Type(s): RESEARCH

U.S. BANCORP PIPER JAFFRAY IS ALLEGED TO HAVE VIOLATED CHAPTER1707 OF THE OHIO REVISED CODE BY: A)ENGAGING IN ACTS & PRACTICESTHAT CREATED OR MAINTAINED INAPPROPRIATE INFLUENCE BY THEINVESTMENT BANKING DEPARTMENT OVER RESEARCH ANALYSTSTHEREFORE IMPOSING CONFLICTS OF INTEREST ON ITS RESEARCHANALYSTS & FAILING TO MANAGE THESE CONFLICTS IN AN ADEQUATE ORAPPROPRIATE MANNER; B)THREATENING TO DROP RESEARCHCOVERAGE IF THE FIRM WAS NOT SELECTED AS A LEAD MANAGER IN ANINVESTMENT BANKING TRANSACTION; C)ISSUING RESEARCH REPORTSON ESPERION THERAPEUTICS INC. & TRITON NETWORK SYSTEMS THATDID NOT PROVIDE A SOUND BASIS FOR EVALUATING FACTS REGARDINGTHOSE COMPANIES & THEIR BUSINESS PROSPECTS; CONTAINEDEXAGGERATED OR UNWARRANTED CLAIMS ABOUT THOSE COMPANIES&/OR CONTAINED OPINIONS FOR WHICH THERE WAS NO REASONABLEBASIS; D)MAKING PAYMENTS FOR RESEARCH TO OTHER BROKER-DEALERS NOT INVOLVED IN AN UNDERWRITING TRANSACTION WHEN THEFIRM KNEW THAT THESE PAYMENTS WERE MADE AT LEAST IN PART FORRESEARCH COVERAGE & BY FAILING TO DISCLOSE OR CAUSE TO BEDISCLOSED IN OFFERING DOCUMENTS OR ELSEWHERE THE FACT OFSUCH PAYMENTS; AND E)RECEIVING PAYMENTS FOR RESEARCH FROMOTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRITINGTRANSACTIONS WITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS.

Resolution Date: 11/06/2003

Resolution:

Other Sanctions Ordered: $437,386 TO THE STATE OF OHIO

Sanction Details: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESTIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PRACTICES BY THE SEC, NYSE, NASD AND AMULTI-STATE TASK FORCE. UNDER THE TERMS OF THE SETTLEMENTSREACHED JOINTLY WITH THE SEC, NYSE, NASD AND TASK FORCE, THEFIRM IS REQUIRED TO PAY A TOTAL OF $32,500,000 IN SETTLEMENT OFTHESE MATTERS AND HAS AGREED TO CEASE AND DESIST IN THEFUTURE FROM THE ALLEGED IMPROPER CONDUCT. PURSUANT TO THESETTLEMENT DOCUMENTS, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS A CIVIL PENALTY, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS DISGORGEMENT OF COMMISSIONS AND FEES, AND$7,500,000 OF THIS AMOUNT SHALL BE USED TO FUND THEPROCUREMENT OF INDEPENDENT RESEARCH. AMOUNTS PAID TO THEVARIOUS STATES, INCLUDING THE $437,386 PAID TO THE STATE OF OHIOPURSUANT TO THE CONSENT ORDER, SHALL BE APPLIED TO AND REDUCETHE AMOUNT OF THE $12,500,000 CIVIL PENALTY DESCRIBED ABOVE. THEPAYMENT OF $437,386 TO THE STATE OF OHIO WAS MADE ON OCTOBER 5,2003. THE $12,500,000 DISGORGEMENT AMOUNT DESCRIBED ABOVE IS TOBE PAID TO THE UNITED STATES DISTRICT COURT WITHIN TEN (10) DAYSOF COURT APPROVAL OF THE SEC SETTLEMENT AND ENTRY OF FINALJUDGMENT IN THAT MATTER. THE $7,500,000 TO PROCURE INDEPENDENTRESEARCH SHALL BE DEPOSITED INTO ESCROW WITHIN THIRTY (30)DAYS OF ENTRY OF THE FINAL JUDGMENT.

Sanctions Ordered: Monetary/Fine $12,500,000.00Cease and Desist/Injunction

Order

139©2018 FINRA. All rights reserved. Report about PIPER JAFFRAY & CO.

Page 142: PIPER JAFFRAY & CO. - FINRA JAFFRAY & CO. CRD# 665 SEC# 8-15204 Main Office Location 800 NICOLLET MALL MINNEAPOLIS, MN 55402-7020 Regulated by FINRA Kansas City Office Mailing Address

www.finra.org/brokercheck User Guidance

WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESTIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PRACTICES BY THE SEC, NYSE, NASD AND AMULTI-STATE TASK FORCE. UNDER THE TERMS OF THE SETTLEMENTSREACHED JOINTLY WITH THE SEC, NYSE, NASD AND TASK FORCE, THEFIRM IS REQUIRED TO PAY A TOTAL OF $32,500,000 IN SETTLEMENT OFTHESE MATTERS AND HAS AGREED TO CEASE AND DESIST IN THEFUTURE FROM THE ALLEGED IMPROPER CONDUCT. PURSUANT TO THESETTLEMENT DOCUMENTS, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS A CIVIL PENALTY, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS DISGORGEMENT OF COMMISSIONS AND FEES, AND$7,500,000 OF THIS AMOUNT SHALL BE USED TO FUND THEPROCUREMENT OF INDEPENDENT RESEARCH. AMOUNTS PAID TO THEVARIOUS STATES, INCLUDING THE $437,386 PAID TO THE STATE OF OHIOPURSUANT TO THE CONSENT ORDER, SHALL BE APPLIED TO AND REDUCETHE AMOUNT OF THE $12,500,000 CIVIL PENALTY DESCRIBED ABOVE. THEPAYMENT OF $437,386 TO THE STATE OF OHIO WAS MADE ON OCTOBER 5,2003. THE $12,500,000 DISGORGEMENT AMOUNT DESCRIBED ABOVE IS TOBE PAID TO THE UNITED STATES DISTRICT COURT WITHIN TEN (10) DAYSOF COURT APPROVAL OF THE SEC SETTLEMENT AND ENTRY OF FINALJUDGMENT IN THAT MATTER. THE $7,500,000 TO PROCURE INDEPENDENTRESEARCH SHALL BE DEPOSITED INTO ESCROW WITHIN THIRTY (30)DAYS OF ENTRY OF THE FINAL JUDGMENT.

Disclosure 58 of 134

i

Reporting Source: Firm

Initiated By: STATE OF TENNESSEE

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Date Initiated: 09/17/2003

Docket/Case Number: 03-008

Principal Product Type: Other

Other Product Type(s): RESEARCH

Allegations: U.S. BANCORP PIPER JAFFRAY IS ALLEGED TO HAVE VIOLATED T.C.A. 48-2-112(A)(2)(G) AND (J) BY: A)ENGAGING IN ACTS & PRACTICES THAT CREATEDOR MAINTAINED INAPPROPRIATE INFLUENCE BY THE INVESTMENTBANKING DEPARTMENT OVER RESEARCH ANALYSTS THEREFOREIMPOSING CONFLICTS OF INTEREST ON ITS RESEARCH ANALYSTS &FAILING TO MANAGE THESE CONFLICTS IN AN ADEQUATE ORAPPROPRIATE MANNER; B)THREATENING TO DROP RESEARCHCOVERAGE IF THE FIRM WAS NOT SELECTED AS A LEAD MANAGER IN ANINVESTMENT BANKING TRANSACTION; C)ISSUING RESEARCH REPORTSON ESPERION THERAPEUTICS INC. & TRITON NETWORK SYSTEMS THATDID NOT PROVIDE A SOUND BASIS FOR EVALUATING FACTS REGARDINGTHOSE COMPANIES & THEIR BUSINESS PROSPECTS; CONTAINEDEXAGGERATED OR UNWARRANTED CLAIMS ABOUT THOSE COMPANIES&/OR CONTAINED OPINIONS FOR WHICH THERE WAS NO REASONABLEBASIS; D)MAKING PAYMENTS FOR RESEARCH TO OTHER BROKER-DEALERS NOT INVOLVED IN AN UNDERWRITING TRANSACTION WHEN THEFIRM KNEW THAT THESE PAYMENTS WERE MADE AT LEAST IN PART FORRESEARCH COVERAGE & BY FAILING TO DISCLOSE OR CAUSE TO BEDISCLOSED IN OFFERING DOCUMENTS OR ELSEWHERE THE FACT OFSUCH PAYMENTS; AND E)RECEIVING PAYMENTS FOR RESEARCH FROMOTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRITINGTRANSACTIONS WITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS.

Current Status: Final

140©2018 FINRA. All rights reserved. Report about PIPER JAFFRAY & CO.

Page 143: PIPER JAFFRAY & CO. - FINRA JAFFRAY & CO. CRD# 665 SEC# 8-15204 Main Office Location 800 NICOLLET MALL MINNEAPOLIS, MN 55402-7020 Regulated by FINRA Kansas City Office Mailing Address

www.finra.org/brokercheck User Guidance

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

CEASE AND DESIST

Resolution Date: 11/06/2003

Resolution:

Other Sanctions Ordered: $219,183 TO THE STATE OF TENNESSEE

Sanction Details: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESTIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PRACTICES BY THE SEC, NYSE, NASD AND AMULTI-STATE TASK FORCE. UNDER THE TERMS OF THE SETTLEMENTSREACHED JOINTLY WITH THE SEC, NYSE, NASD AND TASK FORCE, THEFIRM IS REQUIRED TO PAY A TOTAL OF $32,500,000 IN SETTLEMENT OFTHESE MATTERS AND HAS AGREED TO CEASE AND DESIST IN THEFUTURE FROM THE ALLEGED IMPROPER CONDUCT. PURSUANT TO THESETTLEMENT DOCUMENTS, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS A CIVIL PENALTY, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS DISGORGEMENT OF COMMISSIONS AND FEES, AND$7,500,000 OF THIS AMOUNT SHALL BE USED TO FUND THEPROCUREMENT OF INDEPENDENT RESEARCH. AMOUNTS PAID TO THEVARIOUS STATES, INCLUDING THE $219,183 PAID TO THE STATE OFTENNESSEE PURSUANT TO THE CONSENT ORDER, SHALL BE APPLIED TOAND REDUCE THE AMOUNT OF THE $12,500,000 CIVIL PENALTYDESCRIBED ABOVE. THE PAYMENT OF $219,183 TO THE STATE OFTENNESSEE WAS MADE ON NOVEMBER 3, 2003. THE $12,500,000DISGORGEMENT AMOUNT DESCRIBED ABOVE IS TO BE PAID TO THEUNITED STATES DISTRICT COURT WITHIN TEN (10) DAYS OF COURTAPPROVAL OF THE SEC SETTLEMENT AND ENTRY OF FINAL JUDGMENT INTHAT MATTER. THE $7,500,000 TO PROCURE INDEPENDENT RESEARCHSHALL BE DEPOSITED INTO ESCROW WITHIN THIRTY (30) DAYS OF ENTRYOF THE FINAL JUDGMENT.

Sanctions Ordered: Monetary/Fine $12,500,000.00Cease and Desist/Injunction

Order

Disclosure 59 of 134

i

Reporting Source: Firm

Allegations: U.S. BANCORP PIPER JAFFRAY IS ALLEGED TO HAVE VIOLATED ARK. CODEANN. 23-42-308(A)(2)(G) AND 23-42-308(A)(2)(J) BY: A)ENGAGING IN ACTS &PRACTICES THAT CREATED OR MAINTAINED INAPPROPRIATE INFLUENCEBY THE INVESTMENT BANKING DEPARTMENT OVER RESEARCH ANALYSTSTHEREFORE IMPOSING CONFLICTS OF INTEREST ON ITS RESEARCHANALYSTS & FAILING TO MANAGE THESE CONFLICTS IN AN ADEQUATE ORAPPROPRIATE MANNER; B)THREATENING TO DROP RESEARCHCOVERAGE IF THE FIRM WAS NOT SELECTED AS A LEAD MANAGER IN ANINVESTMENT BANKING TRANSACTION; C)ISSUING RESEARCH REPORTSON ESPERION THERAPEUTICS INC. & TRITON NETWORK SYSTEMS THATDID NOT PROVIDE A SOUND BASIS FOR EVALUATING FACTS REGARDINGTHOSE COMPANIES & THEIR BUSINESS PROSPECTS; CONTAINEDEXAGGERATED OR UNWARRANTED CLAIMS ABOUT THOSE COMPANIES&/OR CONTAINED OPINIONS FOR WHICH THERE WAS NO REASONABLEBASIS; D)MAKING PAYMENTS FOR RESEARCH TO OTHER BROKER-DEALERS NOT INVOLVED IN AN UNDERWRITING TRANSACTION WHEN THEFIRM KNEW THAT THESE PAYMENTS WERE MADE AT LEAST IN PART FORRESEARCH COVERAGE & BY FAILING TO DISCLOSE OR CAUSE TO BEDISCLOSED IN OFFERING DOCUMENTS OR ELSEWHERE THE FACT OFSUCH PAYMENTS; AND E)RECEIVING PAYMENTS FOR RESEARCH FROMOTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRITINGTRANSACTIONS WITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS.

Current Status: Final

141©2018 FINRA. All rights reserved. Report about PIPER JAFFRAY & CO.

Page 144: PIPER JAFFRAY & CO. - FINRA JAFFRAY & CO. CRD# 665 SEC# 8-15204 Main Office Location 800 NICOLLET MALL MINNEAPOLIS, MN 55402-7020 Regulated by FINRA Kansas City Office Mailing Address

www.finra.org/brokercheck User Guidance

Initiated By: STATE OF ARKANSAS

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

CEASE AND DESIST

Date Initiated: 10/07/2003

Docket/Case Number: S-03-016-03-C006

Principal Product Type: Other

Other Product Type(s): RESEARCH

Allegations: U.S. BANCORP PIPER JAFFRAY IS ALLEGED TO HAVE VIOLATED ARK. CODEANN. 23-42-308(A)(2)(G) AND 23-42-308(A)(2)(J) BY: A)ENGAGING IN ACTS &PRACTICES THAT CREATED OR MAINTAINED INAPPROPRIATE INFLUENCEBY THE INVESTMENT BANKING DEPARTMENT OVER RESEARCH ANALYSTSTHEREFORE IMPOSING CONFLICTS OF INTEREST ON ITS RESEARCHANALYSTS & FAILING TO MANAGE THESE CONFLICTS IN AN ADEQUATE ORAPPROPRIATE MANNER; B)THREATENING TO DROP RESEARCHCOVERAGE IF THE FIRM WAS NOT SELECTED AS A LEAD MANAGER IN ANINVESTMENT BANKING TRANSACTION; C)ISSUING RESEARCH REPORTSON ESPERION THERAPEUTICS INC. & TRITON NETWORK SYSTEMS THATDID NOT PROVIDE A SOUND BASIS FOR EVALUATING FACTS REGARDINGTHOSE COMPANIES & THEIR BUSINESS PROSPECTS; CONTAINEDEXAGGERATED OR UNWARRANTED CLAIMS ABOUT THOSE COMPANIES&/OR CONTAINED OPINIONS FOR WHICH THERE WAS NO REASONABLEBASIS; D)MAKING PAYMENTS FOR RESEARCH TO OTHER BROKER-DEALERS NOT INVOLVED IN AN UNDERWRITING TRANSACTION WHEN THEFIRM KNEW THAT THESE PAYMENTS WERE MADE AT LEAST IN PART FORRESEARCH COVERAGE & BY FAILING TO DISCLOSE OR CAUSE TO BEDISCLOSED IN OFFERING DOCUMENTS OR ELSEWHERE THE FACT OFSUCH PAYMENTS; AND E)RECEIVING PAYMENTS FOR RESEARCH FROMOTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRITINGTRANSACTIONS WITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS.

Resolution Date: 11/05/2003

Resolution:

Other Sanctions Ordered: $125,000 TO THE STATE OF ARKANSAS

Sanction Details: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESTIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PRACTICES BY THE SEC, NYSE, NASD AND AMULTI-STATE TASK FORCE. UNDER THE TERMS OF THE SETTLEMENTSREACHED JOINTLY WITH THE SEC, NYSE, NASD AND TASK FORCE, THEFIRM IS REQUIRED TO PAY A TOTAL OF $32,500,000 IN SETTLEMENT OFTHESE MATTERS AND HAS AGREED TO CEASE AND DESIST IN THEFUTURE FROM THE ALLEGED IMPROPER CONDUCT. PURSUANT TO THESETTLEMENT DOCUMENTS, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS A CIVIL PENALTY, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS DISGORGEMENT OF COMMISSIONS AND FEES, AND$7,500,000 OF THIS AMOUNT SHALL BE USED TO FUND THEPROCUREMENT OF INDEPENDENT RESEARCH. AMOUNTS PAID TO THEVARIOUS STATES, INCLUDING THE $125,000 PAID TO THE STATE OFARKANSAS PURSUANT TO THE CONSENT ORDER, SHALL BE APPLIED TOAND REDUCE THE AMOUNT OF THE $12,500,000 CIVIL PENALTYDESCRIBED ABOVE. THE PAYMENT OF $125,000 TO THE STATE OFARKANSAS WAS MADE ON OCTOBER 7, 2003. THE $12,500,000DISGORGEMENT AMOUNT DESCRIBED ABOVE IS TO BE PAID TO THEUNITED STATES DISTRICT COURT WITHIN TEN (10) DAYS OF COURTAPPROVAL OF THE SEC SETTLEMENT AND ENTRY OF FINAL JUDGMENT INTHAT MATTER. THE $7,500,000 TO PROCURE INDEPENDENT RESEARCHSHALL BE DEPOSITED INTO ESCROW WITHIN THIRTY (30) DAYS OF ENTRYOF THE FINAL JUDGMENT.

Sanctions Ordered: Monetary/Fine $12,500,000.00Cease and Desist/Injunction

Order

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WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESTIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PRACTICES BY THE SEC, NYSE, NASD AND AMULTI-STATE TASK FORCE. UNDER THE TERMS OF THE SETTLEMENTSREACHED JOINTLY WITH THE SEC, NYSE, NASD AND TASK FORCE, THEFIRM IS REQUIRED TO PAY A TOTAL OF $32,500,000 IN SETTLEMENT OFTHESE MATTERS AND HAS AGREED TO CEASE AND DESIST IN THEFUTURE FROM THE ALLEGED IMPROPER CONDUCT. PURSUANT TO THESETTLEMENT DOCUMENTS, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS A CIVIL PENALTY, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS DISGORGEMENT OF COMMISSIONS AND FEES, AND$7,500,000 OF THIS AMOUNT SHALL BE USED TO FUND THEPROCUREMENT OF INDEPENDENT RESEARCH. AMOUNTS PAID TO THEVARIOUS STATES, INCLUDING THE $125,000 PAID TO THE STATE OFARKANSAS PURSUANT TO THE CONSENT ORDER, SHALL BE APPLIED TOAND REDUCE THE AMOUNT OF THE $12,500,000 CIVIL PENALTYDESCRIBED ABOVE. THE PAYMENT OF $125,000 TO THE STATE OFARKANSAS WAS MADE ON OCTOBER 7, 2003. THE $12,500,000DISGORGEMENT AMOUNT DESCRIBED ABOVE IS TO BE PAID TO THEUNITED STATES DISTRICT COURT WITHIN TEN (10) DAYS OF COURTAPPROVAL OF THE SEC SETTLEMENT AND ENTRY OF FINAL JUDGMENT INTHAT MATTER. THE $7,500,000 TO PROCURE INDEPENDENT RESEARCHSHALL BE DEPOSITED INTO ESCROW WITHIN THIRTY (30) DAYS OF ENTRYOF THE FINAL JUDGMENT.

Disclosure 60 of 134

i

Reporting Source: Firm

Allegations: U.S. BANCORP PIPER JAFFRAY IS ALLEGED TO HAVE VIOLATED MISSOURISECURITIES ACT 409.204(A)(2)(G) AND (J) RSMO BY: A)ENGAGING IN ACTS& PRACTICES THAT CREATED OR MAINTAINED INAPPROPRIATEINFLUENCE BY THE INVESTMENT BANKING DEPARTMENT OVERRESEARCH ANALYSTS THEREFORE IMPOSING CONFLICTS OF INTERESTON ITS RESEARCH ANALYSTS & FAILING TO MANAGE THESE CONFLICTS INADEQUATE OR APPROPRIATE MANNER; B)THREATENING TO DROPRESEARCH COVERAGE IF THE FIRM WAS NOT SELECTED AS A LEADMANAGER IN AN INVESTMENT BANKING TRANSACTION; C)ISSUINGRESEARCH REPORTS ON ESPERION THERAPEUTICS INC. & TRITONNETWORK SYSTEMS THAT DID NOT PROVIDE A SOUND BASIS FOREVALUATING FACTS REGARDING THOSE COMPANIES & THEIR BUSINESSPROSPECTS; CONTAINED EXAGGERATED OR UNWARRANTED CLAIMSABOUT THOSE COMPANIES &/OR CONTAINED OPINIONS FOR WHICHTHERE WAS NO REASONABLE BASIS; D)MAKING PAYMENTS FORRESEARCH TO OTHER BROKER-DEALERS NOT INVOLVED IN ANUNDERWRITING TRANSACTION WHEN THE FIRM KNEW THAT THESEPAYMENTS WERE MADE AT LEAST IN PART FOR RESEARCH COVERAGE &BY FAILING TO DISCLOSE OR CAUSE TO BE DISCLOSED IN OFFERINGDOCUMENTS OR ELSEWHERE THE FACT OF SUCH PAYMENTS; ANDE)RECEIVING PAYMENTS FOR RESEARCH FROM OTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRITING TRANSACTIONSWITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS.

Current Status: Final

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Initiated By: STATE OF MISSOURI

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

CEASE AND DESIST

Date Initiated: 10/08/2003

Docket/Case Number: AO-03-21

Principal Product Type: Other

Other Product Type(s): RESEARCH

U.S. BANCORP PIPER JAFFRAY IS ALLEGED TO HAVE VIOLATED MISSOURISECURITIES ACT 409.204(A)(2)(G) AND (J) RSMO BY: A)ENGAGING IN ACTS& PRACTICES THAT CREATED OR MAINTAINED INAPPROPRIATEINFLUENCE BY THE INVESTMENT BANKING DEPARTMENT OVERRESEARCH ANALYSTS THEREFORE IMPOSING CONFLICTS OF INTERESTON ITS RESEARCH ANALYSTS & FAILING TO MANAGE THESE CONFLICTS INADEQUATE OR APPROPRIATE MANNER; B)THREATENING TO DROPRESEARCH COVERAGE IF THE FIRM WAS NOT SELECTED AS A LEADMANAGER IN AN INVESTMENT BANKING TRANSACTION; C)ISSUINGRESEARCH REPORTS ON ESPERION THERAPEUTICS INC. & TRITONNETWORK SYSTEMS THAT DID NOT PROVIDE A SOUND BASIS FOREVALUATING FACTS REGARDING THOSE COMPANIES & THEIR BUSINESSPROSPECTS; CONTAINED EXAGGERATED OR UNWARRANTED CLAIMSABOUT THOSE COMPANIES &/OR CONTAINED OPINIONS FOR WHICHTHERE WAS NO REASONABLE BASIS; D)MAKING PAYMENTS FORRESEARCH TO OTHER BROKER-DEALERS NOT INVOLVED IN ANUNDERWRITING TRANSACTION WHEN THE FIRM KNEW THAT THESEPAYMENTS WERE MADE AT LEAST IN PART FOR RESEARCH COVERAGE &BY FAILING TO DISCLOSE OR CAUSE TO BE DISCLOSED IN OFFERINGDOCUMENTS OR ELSEWHERE THE FACT OF SUCH PAYMENTS; ANDE)RECEIVING PAYMENTS FOR RESEARCH FROM OTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRITING TRANSACTIONSWITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS.

Resolution Date: 10/23/2003

Resolution:

Other Sanctions Ordered: $215,558 TO THE STATE OF MISSOURI

Sanction Details: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESTIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PRACTICES BY THE SEC, NYSE, NASD AND AMULTI-STATE TASK FORCE. UNDER THE TERMS OF THE SETTLEMENTSREACHED JOINTLY WITH THE SEC, NYSE, NASD AND TASK FORCE, THEFIRM IS REQUIRED TO PAY A TOTAL OF $32,500,000 IN SETTLEMENT OFTHESE MATTERS AND HAS AGREED TO CEASE AND DESIST IN THEFUTURE FROM THE ALLEGED IMPROPER CONDUCT. PURSUANT TO THESETTLEMENT DOCUMENTS, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS A CIVIL PENALTY, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS DISGORGEMENT OF COMMISSIONS AND FEES, AND$7,500,000 OF THIS AMOUNT SHALL BE USED TO FUND THEPROCUREMENT OF INDEPENDENT RESEARCH. AMOUNTS PAID TO THEVARIOUS STATES, INCLUDING THE $215,558 PAID TO THE STATE OFMISSOURI PURSUANT TO THE CONSENT ORDER, SHALL BE APPLIED TOAND REDUCE THE AMOUNT OF THE $12,500,000 CIVIL PENALTYDESCRIBED ABOVE. THE PAYMENT OF $215,558 TO THE STATE OFMISSOURI WAS MADE ON OCTOBER 10, 2003. THE $12,500,000DISGORGEMENT AMOUNT DESCRIBED ABOVE IS TO BE PAID TO THEUNITED STATES DISTRICT COURT WITHIN TEN (10) DAYS OF COURTAPPROVAL OF THE SEC SETTLEMENT AND ENTRY OF FINAL JUDGMENT INTHAT MATTER. THE $7,500,000 TO PROCURE INDEPENDENT RESEARCHSHALL BE DEPOSITED INTO ESCROW WITHIN THIRTY (30) DAYS OF ENTRYOF THE FINAL JUDGMENT.

Sanctions Ordered: Monetary/Fine $12,500,000.00Cease and Desist/Injunction

Order

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WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESTIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PRACTICES BY THE SEC, NYSE, NASD AND AMULTI-STATE TASK FORCE. UNDER THE TERMS OF THE SETTLEMENTSREACHED JOINTLY WITH THE SEC, NYSE, NASD AND TASK FORCE, THEFIRM IS REQUIRED TO PAY A TOTAL OF $32,500,000 IN SETTLEMENT OFTHESE MATTERS AND HAS AGREED TO CEASE AND DESIST IN THEFUTURE FROM THE ALLEGED IMPROPER CONDUCT. PURSUANT TO THESETTLEMENT DOCUMENTS, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS A CIVIL PENALTY, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS DISGORGEMENT OF COMMISSIONS AND FEES, AND$7,500,000 OF THIS AMOUNT SHALL BE USED TO FUND THEPROCUREMENT OF INDEPENDENT RESEARCH. AMOUNTS PAID TO THEVARIOUS STATES, INCLUDING THE $215,558 PAID TO THE STATE OFMISSOURI PURSUANT TO THE CONSENT ORDER, SHALL BE APPLIED TOAND REDUCE THE AMOUNT OF THE $12,500,000 CIVIL PENALTYDESCRIBED ABOVE. THE PAYMENT OF $215,558 TO THE STATE OFMISSOURI WAS MADE ON OCTOBER 10, 2003. THE $12,500,000DISGORGEMENT AMOUNT DESCRIBED ABOVE IS TO BE PAID TO THEUNITED STATES DISTRICT COURT WITHIN TEN (10) DAYS OF COURTAPPROVAL OF THE SEC SETTLEMENT AND ENTRY OF FINAL JUDGMENT INTHAT MATTER. THE $7,500,000 TO PROCURE INDEPENDENT RESEARCHSHALL BE DEPOSITED INTO ESCROW WITHIN THIRTY (30) DAYS OF ENTRYOF THE FINAL JUDGMENT.

Disclosure 61 of 134

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Reporting Source: Firm

Initiated By: STATE OF MINNESOTA

Date Initiated: 09/17/2003

Docket/Case Number: UNKNOWN

Principal Product Type: Other

Other Product Type(s): RESEARCH

Allegations: U.S. BANCORP PIPER JAFFRAY IS ALLEGED TO HAVE VIOLATED MINN.STATE 80A.07, SUBD. 1(7)(2002) AND MINN. R. CH. 2875.0910, SUBP. 3(2001)BY: A)ENGAGING IN ACTS & PRACTICES THAT CREATED OR MAINTAINEDINAPPROPRIATE INFLUENCE BY THE INVESTMENT BANKING DEPARTMENTOVER RESEARCH ANALYSTS THEREFORE IMPOSING CONFLICTS OFINTEREST ON ITS RESEARCH ANALYSTS & FAILING TO MANAGE THESECONFLICTS IN ADEQUATE OR APPROPRIATE MANNER; B)THREATENING TODROP RESEARCH COVERAGE IF THE FIRM WAS NOT SELECTED AS A LEADMANAGER IN AN INVESTMENT BANKING TRANSACTION; C)ISSUINGRESEARCH REPORTS ON ESPERION THERAPEUTICS INC. & TRITONNETWORK SYSTEMS THAT DID NOT PROVIDE A SOUND BASIS FOREVALUATING FACTS REGARDING THOSE COMPANIES & THEIR BUSINESSPROSPECTS; CONTAINED EXAGGERATED OR UNWARRANTED CLAIMSABOUT THOSE COMPANIES &/OR CONTAINED OPINIONS FOR WHICHTHERE WAS NO REASONABLE BASIS; D)MAKING PAYMENTS FORRESEARCH TO OTHER BROKER-DEALERS NOT INVOLVED IN ANUNDERWRITING TRANSACTION WHEN THE FIRM KNEW THAT THESEPAYMENTS WERE MADE AT LEAST IN PART FOR RESEARCH COVERAGE &BY FAILING TO DISCLOSE OR CAUSE TO BE DISCLOSED IN OFFERINGDOCUMENTS OR ELSEWHERE THE FACT OF SUCH PAYMENTS; ANDE)RECEIVING PAYMENTS FOR RESEARCH FROM OTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRITING TRANSACTIONSWITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS.

Current Status: Final

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www.finra.org/brokercheck User Guidance

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

CEASE AND DESIST

Other Product Type(s): RESEARCH

Resolution Date: 10/13/2003

Resolution:

Other Sanctions Ordered: $189,526 TO THE STATE OF MINNESOTA

Sanction Details: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESTIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PRACTICES BY THE SEC, NYSE, NASD AND AMULTI-STATE TASK FORCE. UNDER THE TERMS OF THE SETTLEMENTSREACHED JOINTLY WITH THE SEC, NYSE, NASD AND TASK FORCE, THEFIRM IS REQUIRED TO PAY A TOTAL OF $32,500,000 IN SETTLEMENT OFTHESE MATTERS AND HAS AGREED TO CEASE AND DESIST IN THEFUTURE FROM THE ALLEGED IMPROPER CONDUCT. PURSUANT TO THESETTLEMENT DOCUMENTS, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS A CIVIL PENALTY, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS DISGORGEMENT OF COMMISSIONS AND FEES, AND$7,500,000 OF THIS AMOUNT SHALL BE USED TO FUND THEPROCUREMENT OF INDEPENDENT RESEARCH. AMOUNTS PAID TO THEVARIOUS STATES, INCLUDING THE $189,526 PAID TO THE STATE OFMINNESOTA PURSUANT TO THE CONSENT ORDER, SHALL BE APPLIED TOAND REDUCE THE AMOUNT OF THE $12,500,000 CIVIL PENALTYDESCRIBED ABOVE. THE PAYMENT OF $189,526 TO THE STATE OFMINNESOTA WAS MADE ON SEPTEMBER 17, 2003. THE $12,500,000DISGORGEMENT AMOUNT DESCRIBED ABOVE IS TO BE PAID TO THEUNITED STATES DISTRICT COURT WITHIN TEN (10) DAYS OF COURTAPPROVAL OF THE SEC SETTLEMENT AND ENTRY OF FINAL JUDGMENT INTHAT MATTER. THE $7,500,000 TO PROCURE INDEPENDENT RESEARCHSHALL BE DEPOSITED INTO ESCROW WITHIN THIRTY (30) DAYS OF ENTRYOF THE FINAL JUDGMENT.

Sanctions Ordered: Monetary/Fine $12,500,000.00Cease and Desist/Injunction

Order

Disclosure 62 of 134

i

Reporting Source: Regulator

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Initiated By: NORTH DAKOTA

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

Date Initiated: 10/20/2003

Docket/Case Number:

URL for Regulatory Action:

Principal Product Type: Other

Other Product Type(s): ANALYST CONFLICT OF INTEREST

Allegations: SEE GLOBAL SETTLEMENT

Current Status: Final

Resolution Date: 10/20/2003

Resolution:

Other Sanctions Ordered:

Sanction Details: $120,000 ASSESSED IN CIVIL PENALTY. $5,000 PAID TO THE INVESTOREDUCATION AND TECHNOLOGY FUND ADMINISTERED BY THE SECURITIESDEPARTMENT. OTHER PENALTIES AS SET FORTH IN GLOBAL SETTLEMENTDOCUMENTS.

Sanctions Ordered: Monetary/Fine $125,000.00

Consent

iReporting Source: Firm

Allegations: U.S. BANCORP PIPER JAFFRAY IS ALLEGED TO HAVE VIOLATED SECTION10-04-11(1)(C) N.D.C.C. AND SECTION 10-04-11(1)(M)N.D.C.C. BY:A)ENGAGING IN ACTS & PRACTICES THAT CREATED OR MAINTAINEDINAPPROPRIATE INFLUENCE BY THE INVESTMENT BANKING DEPARTMENTOVER RESEARCH ANALYSTS THEREFORE IMPOSING CONFLICTS OFINTEREST ON ITS RESEARCH ANALYSTS & FAILING TO MANAGE THESECONFLICTS IN AN ADEQUATE OR APPROPRIATE MANNER; B)THREATENINGTO DROP RESEARCH COVERAGE IF THE FIRM WAS NOT SELECTED AS ALEAD MANAGER IN AN INVESTMENT BANKING TRANSACTION; C)ISSUINGRESEARCH REPORTS ON ESPERION THERAPEUTICS INC. & TRITONNETWORK SYSTEMS THAT DID NOT PROVIDE A SOUND BASIS FOREVALUATING FACTS REGARDING THOSE COMPANIES & THEIR BUSINESSPROSPECTS; CONTAINED EXAGGERATED OR UNWARRANTED CLAIMSABOUT THOSE COMPANIES &/OR CONTAINED OPINIONS FOR WHICHTHERE WAS NO REASONABLE BASIS; D)MAKING PAYMENTS FORRESEARCH TO OTHER BROKER-DEALERS NOT INVOLVED IN ANUNDERWRITING TRANSACTION WHEN THE FIRM KNEW THAT THESEPAYMENTS WERE MADE AT LEAST IN PART FOR RESEARCH COVERAGE &BY FAILING TO DISCLOSE OR CAUSE TO BE DISCLOSED IN OFFERINGDOCUMENTS OR ELSEWHERE THE FACT OF SUCH PAYMENTS; ANDE)RECEIVING PAYMENTS FOR RESEARCH FROM OTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRITING TRANSACTIONSWITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS.

Current Status: Final

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Initiated By: STATE OF NORTH DAKOTA

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

CEASE AND DESIST

Date Initiated: 09/17/2003

Docket/Case Number: NONE

Principal Product Type: Other

Other Product Type(s): RESEARCH

U.S. BANCORP PIPER JAFFRAY IS ALLEGED TO HAVE VIOLATED SECTION10-04-11(1)(C) N.D.C.C. AND SECTION 10-04-11(1)(M)N.D.C.C. BY:A)ENGAGING IN ACTS & PRACTICES THAT CREATED OR MAINTAINEDINAPPROPRIATE INFLUENCE BY THE INVESTMENT BANKING DEPARTMENTOVER RESEARCH ANALYSTS THEREFORE IMPOSING CONFLICTS OFINTEREST ON ITS RESEARCH ANALYSTS & FAILING TO MANAGE THESECONFLICTS IN AN ADEQUATE OR APPROPRIATE MANNER; B)THREATENINGTO DROP RESEARCH COVERAGE IF THE FIRM WAS NOT SELECTED AS ALEAD MANAGER IN AN INVESTMENT BANKING TRANSACTION; C)ISSUINGRESEARCH REPORTS ON ESPERION THERAPEUTICS INC. & TRITONNETWORK SYSTEMS THAT DID NOT PROVIDE A SOUND BASIS FOREVALUATING FACTS REGARDING THOSE COMPANIES & THEIR BUSINESSPROSPECTS; CONTAINED EXAGGERATED OR UNWARRANTED CLAIMSABOUT THOSE COMPANIES &/OR CONTAINED OPINIONS FOR WHICHTHERE WAS NO REASONABLE BASIS; D)MAKING PAYMENTS FORRESEARCH TO OTHER BROKER-DEALERS NOT INVOLVED IN ANUNDERWRITING TRANSACTION WHEN THE FIRM KNEW THAT THESEPAYMENTS WERE MADE AT LEAST IN PART FOR RESEARCH COVERAGE &BY FAILING TO DISCLOSE OR CAUSE TO BE DISCLOSED IN OFFERINGDOCUMENTS OR ELSEWHERE THE FACT OF SUCH PAYMENTS; ANDE)RECEIVING PAYMENTS FOR RESEARCH FROM OTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRITING TRANSACTIONSWITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS.

Resolution Date: 10/20/2003

Resolution:

Other Sanctions Ordered: $125,000 TO THE STATE OF NORTH DAKOTA

Sanction Details: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESTIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PRACTICES BY THE SEC, NYSE, NASD AND AMULTI-STATE TASK FORCE. UNDER THE TERMS OF THE SETTLEMENTSREACHED JOINTLY WITH THE SEC, NYSE, NASD AND TASK FORCE, THEFIRM IS REQUIRED TO PAY A TOTAL OF $32,500,000 IN SETTLEMENT OFTHESE MATTERS AND HAS AGREED TO CEASE AND DESIST IN THEFUTURE FROM THE ALLEGED IMPROPER CONDUCT. PURSUANT TO THESETTLEMENT DOCUMENTS, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS A CIVIL PENALTY, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS DISGORGEMENT OF COMMISSIONS AND FEES AND$7,500,000 OF THIS AMOUNT SHALL BE USED TO FUND THEPROCUREMENT OF INDEPENDENT RESEARCH. AMOUNTS PAID TO THEVARIOUS STATES, INCLUDING THE $125,000 PAID TO THE STATE OF NORTHDAKOTA PURSUANT TO THE CONSENT ORDER, SHALL BE APPLIED TO ANDREDUCE THE AMOUNT OF THE $12,500,000 CIVIL PENALTY DESCRIBEDABOVE. THE PAYMENT OF $125,000 TO THE STATE OF NORTH DAKOTA WASMADE ON OCTOBER 7, 2003. THE $12,500,000 DISGORGEMENT AMOUNTDESCRIBED ABOVE IS TO BE PAID TO THE UNITED STATES DISTRICTCOURT WITHIN TEN (10) DAYS OF COURT APPROVAL OF THE SECSETTLEMENT AND ENTRY OF FINAL JUDGMENT IN THAT MATTER. THE$7,500,000 TO PROCURE INDEPENDENT RESEARCH SHALL BE DEPOSITEDINTO ESCROW WITHIN THIRTY (30) DAYS OF ENTRY OF THE FINALJUDGMENT.

Sanctions Ordered: Monetary/Fine $12,500,000.00Cease and Desist/Injunction

Order

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WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESTIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PRACTICES BY THE SEC, NYSE, NASD AND AMULTI-STATE TASK FORCE. UNDER THE TERMS OF THE SETTLEMENTSREACHED JOINTLY WITH THE SEC, NYSE, NASD AND TASK FORCE, THEFIRM IS REQUIRED TO PAY A TOTAL OF $32,500,000 IN SETTLEMENT OFTHESE MATTERS AND HAS AGREED TO CEASE AND DESIST IN THEFUTURE FROM THE ALLEGED IMPROPER CONDUCT. PURSUANT TO THESETTLEMENT DOCUMENTS, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS A CIVIL PENALTY, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS DISGORGEMENT OF COMMISSIONS AND FEES AND$7,500,000 OF THIS AMOUNT SHALL BE USED TO FUND THEPROCUREMENT OF INDEPENDENT RESEARCH. AMOUNTS PAID TO THEVARIOUS STATES, INCLUDING THE $125,000 PAID TO THE STATE OF NORTHDAKOTA PURSUANT TO THE CONSENT ORDER, SHALL BE APPLIED TO ANDREDUCE THE AMOUNT OF THE $12,500,000 CIVIL PENALTY DESCRIBEDABOVE. THE PAYMENT OF $125,000 TO THE STATE OF NORTH DAKOTA WASMADE ON OCTOBER 7, 2003. THE $12,500,000 DISGORGEMENT AMOUNTDESCRIBED ABOVE IS TO BE PAID TO THE UNITED STATES DISTRICTCOURT WITHIN TEN (10) DAYS OF COURT APPROVAL OF THE SECSETTLEMENT AND ENTRY OF FINAL JUDGMENT IN THAT MATTER. THE$7,500,000 TO PROCURE INDEPENDENT RESEARCH SHALL BE DEPOSITEDINTO ESCROW WITHIN THIRTY (30) DAYS OF ENTRY OF THE FINALJUDGMENT.

Disclosure 63 of 134

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Reporting Source: Firm

Initiated By: STATE OF WISCONSIN

Date Initiated: 10/07/2003

Docket/Case Number: S-03099(EX)

Allegations: U.S. BANCORP PIPER JAFFRAY IS ALLEGED TO HAVE VIOLATED CH. 551,WIS. STATS. BY: A)ENGAGING IN ACTS & PRACTICES THAT CREATED ORMAINTAINED INAPPROPRIATE INFLUENCE BY THE INVESTMENT BANKINGDEPARTMENT OVER RESEARCH ANALYSTS THEREFORE IMPOSINGCONFLICTS OF INTEREST ON ITS RESEARCH ANALYSTS & FAILING TOMANAGE THESE CONFLICTS IN ADEQUATE OR APPROPRIATE MANNER;B)THREATENING TO DROP RESEARCH COVERAGE IF THE FIRM WAS NOTSELECTED AS A LEAD MANAGER IN AN INVESTMENT BANKINGTRANSACTION; C)ISSUING RESEARCH REPORTS ON ESPERIONTHERAPEUTICS INC. & TRITON NETWORK SYSTEMS THAT DID NOTPROVIDE A SOUND BASIS FOR EVALUATING FACTS REGARDING THOSECOMPANIES & THEIR BUSINESS PROSPECTS; CONTAINED EXAGGERATEDOR UNWARRANTED CLAIMS ABOUT THOSE COMPANIES &/OR CONTAINEDOPINIONS FOR WHICH THERE WAS NO REASONABLE BASIS; D)MAKINGPAYMENTS FOR RESEARCH TO OTHER BROKER-DEALERS NOT INVOLVEDIN AN UNDERWRITING TRANSACTION WHEN THE FIRM KNEW THAT THESEPAYMENTS WERE MADE AT LEAST IN PART FOR RESEARCH COVERAGE &BY FAILING TO DISCLOSE OR CAUSE TO BE DISCLOSED IN OFFERINGDOCUMENTS OR ELSEWHERE THE FACT OF SUCH PAYMENTS; ANDE)RECEIVING PAYMENTS FOR RESEARCH FROM OTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRITING TRANSACTIONSWITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS.

Current Status: Final

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Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

CEASE AND DESIST

Docket/Case Number: S-03099(EX)

Principal Product Type: Other

Other Product Type(s): RESEARCH

Resolution Date: 10/09/2003

Resolution:

Other Sanctions Ordered: $206,638 TO THE STATE OF WISCONSIN

Sanction Details: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PRACTICES BY THE SEC, NYSE, NASD AND AMULTI-STATE TASK FORCE. UNDER THE TERMS OF THE SETTLEMENTSREACHED JOINTLY WITH THE SEC, NYSE, NASD AND TASK FORCE, THEFIRM IS REQUIRED TO PAY A TOTAL OF $32,500,000 IN SETTLEMENT OFTHESE MATTERS AND HAS AGREED TO CEASE AND DESIST IN THEFUTURE FROM THE ALLEGED IMPROPER CONDUCT. PURSUANT TO THESETTLEMENT DOCUMENTS, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS A CIVIL PENALTY, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS DISGORGEMENT OF COMMISSIONS AND FEES, AND$7,500,000 OF THIS AMOUNT SHALL BE USED TO FUND THEPROCUREMENT OF INDEPENDENT RESEARCH. AMOUNTS PAID TO THEVARIOUS STATES, INCLUDING THE $206,638 PAID TO THE STATE OFWISCONSIN PURSUANT TO THE CONSENT ORDER, SHALL BE APPLIED TOAND REDUCE THE AMOUNT OF THE $12,500,000 CIVIL PENALTYDESCRIBED ABOVE. THE PAYMENT OF $206,638 TO THE STATE OFWISCONSIN WAS MADE ON OCTOBER 7, 2003. THE $12,500,000DISGORGEMENT AMOUNT DESCRIBED ABOVE IS TO BE PAID TO THEUNITED STATES DISTRICT COURT WITHIN TEN (10) DAYS OF COURTAPPROVAL OF THE SEC SETTLEMENT AND ENTRY OF FINAL JUDGMENT INTHAT MATTER. THE $7,500,000 TO PROCURE INDEPENDENT RESEARCHSHALL BE DEPOSITED INTO ESCROW WITHIN THIRTY (30) DAYS OF ENTRYOF THE FINAL JUGMENT.

Sanctions Ordered: Monetary/Fine $12,500,000.00Cease and Desist/Injunction

Order

Disclosure 64 of 134

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Disclosure 64 of 134

Reporting Source: Regulator

Initiated By: KANSAS SECURITIES COMMISSIONER

Principal Sanction(s)/ReliefSought:

Cease and Desist

Other Sanction(s)/ReliefSought:

WITH FINE

Date Initiated: 05/05/2003

Docket/Case Number: 2003E049/KSC 2003-4742

URL for Regulatory Action:

Principal Product Type: Other

Other Product Type(s): GENERAL SECURITIES/ BD

Allegations: US BANCORP PIPER JAFFREY, INC.'S ACTIVITIES IN CONNECTION WITHCERTAIN CONFLICTS OF INTEREST THAT RESEARCH ANALYSTS WERESUBJECT TO DURING THE PERIOD OF JULY 1, 1999, THROUGH JUNE 30,2001.

Current Status: Final

Resolution Date: 10/14/2003

Resolution:

Other Sanctions Ordered:

Sanction Details: US BANCORP PIPER JAFFREY, INC.'S WILL CEASE AND DESIST FROMVIOLATING KSA 17-1254(M)(7) & (12) IN CONNECTION WITH THE RESEARCHPRACTICES REFERENCED IN THE ORDER, WILL COMPLY WITH KSA 17-1254(M) (7)&(12) IN CONNECTION WITH THE RESEARCH PRACTICESREFERENCED IN THE ORDER, AND WILL COMPLY WITH THEUNDERTAKINGS.

Does the order constitute afinal order based onviolations of any laws orregulations that prohibitfraudulent, manipulative, ordeceptive conduct?

Yes

Sanctions Ordered: Monetary/Fine $125,000.00

Consent

iReporting Source: Firm

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Initiated By: STATE OF KANSAS

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

CEASE AND DESIST

Date Initiated: 10/08/2003

Docket/Case Number: DOCKET NO. 2003E049

Principal Product Type: Other

Other Product Type(s): RESEARCH

Allegations: U.S. BANCORP PIPER JAFFRAY IS ALLEGED TO HAVE VIOLATED K.S.A. 17-1254(M)(7) & (12) BY: A)ENGAGING IN ACTS & PRACTICES THAT CREATEDOR MAINTAINED INAPPROPRIATE INFLUENCE BY THE INVESTMENTBANKING DEPARTMENT OVER RESEARCH ANALYSTS THEREFOREIMPOSING CONFLICTS OF INTEREST ON ITS RESEARCH ANALYSTS &FAILING TO MANAGE THESE CONFLICTS IN ADEQUATE OR APPROPRIATEMANNER; B)THREATENING TO DROP RESEARCH IF THE FIRM WAS NOTSELECTED AS A LEAD MANAGER IN AN INVESTMENT BANKINGTRANSACTION; C)ISSUING RESEARCH REPORTS ON ESPERIONTHERAPEUTICS INC. & TRITON NETWORK SYSTEMS THAT DID NOTPROVIDE A SOUND BASIS FOR EVALUATING FACTS REGARDING THOSECOMPANIES & THEIR BUSINESS PROSPECTS; CONTAINED EXAGGERATEDOR UNWARRANTED CLAIMS ABOUT THOSE COMPANIES &/OR CONTAINEDOPINIONS FOR WHICH THERE WAS NO REASONABLE BASIS; D)MAKINGPAYMENTS FOR RESEARCH TO OTHER BROKER-DEALERS NOT INVOLVEDIN AN UNDERWRITING TRANSACTION WHEN THE FIRM KNEW THAT THESEPAYMENTS WERE MADE AT LEAST IN PART FOR RESEARCH COVERAGE &BY FAILING TO DISCLOSE OR CAUSE TO BE DISCLOSED IN OFFERINGDOCUMENTS OR ELSEWHERE THE FACT OF SUCH PAYMENTS; ANDE)RECEIVING PAYMENTS FOR RESEARCH FROM OTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRITING TRANSACTIONSWITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS.

Current Status: Final

Resolution Date: 10/14/2003

Resolution:

Other Sanctions Ordered: $125,000 TO THE STATE OF KANSAS

Sanction Details: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESTIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PRACTICES BY THE SEC, NYSE, NASD AND AMULTI-STATE TASK FORCE. UNDER THE TERMS OF THE SETTLEMENTSREACHED JOINTLY WITH THE SEC, NYSE, NASD AND TASK FORCE, THEFIRM IS REQUIRED TO PAY A TOTAL OF $32,500,000 IN SETTLEMENT OFTHESE MATTERS AND HAS AGREED TO CEASE AND DESIST IN THEFUTURE FROM THE ALLEGED IMPROPER CONDUCT. PURSUANT TO THESETTLEMENT DOCUMENTS, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS A CIVIL PENALTY, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS DISGORGEMENT OF COMMISSIONS AND FEES, AND$7,500,000 OF THIS AMOUNT SHALL BE USED TO FUND THEPROCUREMENT OF INDEPENDENT RESEARCH. AMOUNTS PAID TO THEVARIOUS STATES, INCLUDING THE $125,000 PAID TO THE STATE OFKANSAS PURSUANT TO THE CONSENT ORDER, SHALL BE APPLIED TO ANDREDUCE THE AMOUNT OF THE $12,500,000 CIVIL PENALTY DESCRIBEDABOVE. THE PAYMENT OF $125,000 TO THE STATE OF KANSAS WAS MADEON OCTOBER 10, 2003. THE $12,500,000 DISGORGEMENT AMOUNTDESCRIBED ABOVE IS TO BE PAID TO THE UNITED STATES DISTRICTCOURT WITHIN TEN (10) DAYS OF COURT APPROVAL OF THE SECSETTLEMENT AND ENTRY OF FINAL JUDGMENT IN THAT MATTER. THE$7,500,000 TO PROCURE INDEPENDENT RESEARCH SHALL BE DEPOSITEDINTO ESCROW WITHIN THIRTY (30) DAYS OF ENTRY OF THE FINALJUDGMENT.

Sanctions Ordered: Monetary/Fine $12,500,000.00Cease and Desist/Injunction

Order

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Sanction Details: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESTIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PRACTICES BY THE SEC, NYSE, NASD AND AMULTI-STATE TASK FORCE. UNDER THE TERMS OF THE SETTLEMENTSREACHED JOINTLY WITH THE SEC, NYSE, NASD AND TASK FORCE, THEFIRM IS REQUIRED TO PAY A TOTAL OF $32,500,000 IN SETTLEMENT OFTHESE MATTERS AND HAS AGREED TO CEASE AND DESIST IN THEFUTURE FROM THE ALLEGED IMPROPER CONDUCT. PURSUANT TO THESETTLEMENT DOCUMENTS, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS A CIVIL PENALTY, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS DISGORGEMENT OF COMMISSIONS AND FEES, AND$7,500,000 OF THIS AMOUNT SHALL BE USED TO FUND THEPROCUREMENT OF INDEPENDENT RESEARCH. AMOUNTS PAID TO THEVARIOUS STATES, INCLUDING THE $125,000 PAID TO THE STATE OFKANSAS PURSUANT TO THE CONSENT ORDER, SHALL BE APPLIED TO ANDREDUCE THE AMOUNT OF THE $12,500,000 CIVIL PENALTY DESCRIBEDABOVE. THE PAYMENT OF $125,000 TO THE STATE OF KANSAS WAS MADEON OCTOBER 10, 2003. THE $12,500,000 DISGORGEMENT AMOUNTDESCRIBED ABOVE IS TO BE PAID TO THE UNITED STATES DISTRICTCOURT WITHIN TEN (10) DAYS OF COURT APPROVAL OF THE SECSETTLEMENT AND ENTRY OF FINAL JUDGMENT IN THAT MATTER. THE$7,500,000 TO PROCURE INDEPENDENT RESEARCH SHALL BE DEPOSITEDINTO ESCROW WITHIN THIRTY (30) DAYS OF ENTRY OF THE FINALJUDGMENT.

Disclosure 65 of 134

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Reporting Source: Firm

Allegations: U.S. BANCORP PIPER JAFFRAY IS ALLEGED TO HAVE VIOLATED SECTION204(A)(J) OF ACT NO. 60 AND SECTIONS 25 4.4 AND 28.2 OF REGULATION6078, SECTION 204(A)(G) OF ACT NO. 60 AND SECTION 26.1 OFREGULATION 6078, SECTION 204(A)(J) OF ACT NO. 60 AND SECTIONS 25.4.4AND 28.2 OF REGULATION 6078 BY: A)ENGAGING IN ACTS & PRACTICESTHAT CREATED OR MAINTAINED INAPPROPRIATE INFLUENCE BY THEINVESTMENT BANKING DEPARTMENT OVER RESEARCH ANALYSTSTHEREFORE IMPOSING CONFLICTS OF INTEREST ON ITS RESEARCHANALYSTS & FAILING TO MANAGE THESE CONFLICTS IN ADEQUATE ORAPPROPRIATE MANNER; B)THREATENING TO DROP RESEARCHCOVERAGE IF THE FIRM WAS NOT SELECTED AS A LEAD MANAGER IN ANINVESTMENT BANKING TRANSACTION; C)ISSUING RESEARCH REPORTSON ESPERION THERAPEUTICS INC. & TRITON NETWORK SYSTEMS THATDID NOT PROVIDE A SOUND BASIS FOR EVALUATING FACTS REGARDINGTHOSE COMPANIES & THEIR BUSINESS PROSPECTS; CONTAINEDEXAGGERATED OR UNWARRANTED CLAIMS ABOUT THOSE COMPANIES&/OR CONTAINED OPINIONS FOR WHICH THERE WAS NO REASONABLEBASIS; D)MAKING PAYMENTS FOR RESEARCH TO OTHER BROKER-DEALERS NOT INVOLVED IN AN UNDERWRITING TRANSACTION WHEN THEFIRM KNEW THAT THESE PAYMENTS WERE MADE AT LEAST IN PART FORRESEARCH COVERAGE & BY FAILING TO DISCLOSE OR CAUSE TO BEDISCLOSED IN OFFERING DOCUMENTS OR ELSEWHERE THE FACT OFSUCH PAYMENTS; AND E)RECEIVING PAYMENTS FOR RESEARCH FROMOTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRITINGTRANSACTIONS WITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS.

Current Status: Final

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Initiated By: COMMONWEALTH OF PUERTO RICO

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

CEASE AND DESIST

Date Initiated: 08/29/2003

Docket/Case Number: C 03-V-007

Principal Product Type: Other

Other Product Type(s): RESEARCH

U.S. BANCORP PIPER JAFFRAY IS ALLEGED TO HAVE VIOLATED SECTION204(A)(J) OF ACT NO. 60 AND SECTIONS 25 4.4 AND 28.2 OF REGULATION6078, SECTION 204(A)(G) OF ACT NO. 60 AND SECTION 26.1 OFREGULATION 6078, SECTION 204(A)(J) OF ACT NO. 60 AND SECTIONS 25.4.4AND 28.2 OF REGULATION 6078 BY: A)ENGAGING IN ACTS & PRACTICESTHAT CREATED OR MAINTAINED INAPPROPRIATE INFLUENCE BY THEINVESTMENT BANKING DEPARTMENT OVER RESEARCH ANALYSTSTHEREFORE IMPOSING CONFLICTS OF INTEREST ON ITS RESEARCHANALYSTS & FAILING TO MANAGE THESE CONFLICTS IN ADEQUATE ORAPPROPRIATE MANNER; B)THREATENING TO DROP RESEARCHCOVERAGE IF THE FIRM WAS NOT SELECTED AS A LEAD MANAGER IN ANINVESTMENT BANKING TRANSACTION; C)ISSUING RESEARCH REPORTSON ESPERION THERAPEUTICS INC. & TRITON NETWORK SYSTEMS THATDID NOT PROVIDE A SOUND BASIS FOR EVALUATING FACTS REGARDINGTHOSE COMPANIES & THEIR BUSINESS PROSPECTS; CONTAINEDEXAGGERATED OR UNWARRANTED CLAIMS ABOUT THOSE COMPANIES&/OR CONTAINED OPINIONS FOR WHICH THERE WAS NO REASONABLEBASIS; D)MAKING PAYMENTS FOR RESEARCH TO OTHER BROKER-DEALERS NOT INVOLVED IN AN UNDERWRITING TRANSACTION WHEN THEFIRM KNEW THAT THESE PAYMENTS WERE MADE AT LEAST IN PART FORRESEARCH COVERAGE & BY FAILING TO DISCLOSE OR CAUSE TO BEDISCLOSED IN OFFERING DOCUMENTS OR ELSEWHERE THE FACT OFSUCH PAYMENTS; AND E)RECEIVING PAYMENTS FOR RESEARCH FROMOTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRITINGTRANSACTIONS WITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS.

Resolution Date: 09/30/2003

Resolution:

Other Sanctions Ordered: $146,729 TO THE COMMONWEALTH OF PUERTO RICO

Sanction Details: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESTIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PRACTICES BY THE SEC, NYSE, NASD AND AMULTI-STATE TASK FORCE. UNDER THE TERMS OF THE SETTLEMENTSREACHED JOINTLY WITH THE SEC, NYSE, NASD AND TASK FORCE, THEFIRM IS REQUIRED TO PAY A TOTAL OF $32,500,000 IN SETTLEMENT OFTHESE MATTERS AND HAS AGREED TO CEASE AND DESIST IN THEFUTURE FROM THE ALLEGED IMPROPER CONDUCT. PURSUANT TO THESETTLEMENT DOCUMENTS, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS A CIVIL PENALTY, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS DISGORGEMENT OF COMMISSIONS AND FEES, AND$7,500,000 OF THIS AMOUNT SHALL BE USED TO FUND THEPROCUREMENT OF INDEPENDENT RESEARCH. AMOUNTS PAID TO THEVARIOUS STATES, INCLUDING THE $146,729 PAID TO THE COMMONWEALTHOF PUERTO RICO PURSUANT TO THE CONSENT ORDER, SHALL BEAPPLIED TO AND REDUCE THE AMOUNT OF THE $12,500,000 CIVILPENALTY DESCRIBED ABOVE. THE PAYMENT OF $146,729 TO THECOMMONWEALTH OF PUERTO RICO WAS MADE ON SEPTEMBER 2, 2003.THE $12,500,000 DISGORGEMENT AMOUNT DESCRIBED ABOVE IS TO BEPAID TO THE UNITED STATES DISTRICT COURT WITHIN TEN (10) DAYS OFCOURT APPROVAL OF THE SEC SETTLEMENT AND ENTRY OF FINALJUDGMENT IN THAT MATTER. THE $7,500,000 TO PROCURE INDEPENDENTRESEARCH SHALL BE DEPOSITED INTO ESCROW WITHIN THIRTY (30)DAYS OF ENTRY OF THE FINAL JUDGMENT.

Sanctions Ordered: Monetary/Fine $12,500,000.00Cease and Desist/Injunction

Order

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WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESTIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PRACTICES BY THE SEC, NYSE, NASD AND AMULTI-STATE TASK FORCE. UNDER THE TERMS OF THE SETTLEMENTSREACHED JOINTLY WITH THE SEC, NYSE, NASD AND TASK FORCE, THEFIRM IS REQUIRED TO PAY A TOTAL OF $32,500,000 IN SETTLEMENT OFTHESE MATTERS AND HAS AGREED TO CEASE AND DESIST IN THEFUTURE FROM THE ALLEGED IMPROPER CONDUCT. PURSUANT TO THESETTLEMENT DOCUMENTS, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS A CIVIL PENALTY, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS DISGORGEMENT OF COMMISSIONS AND FEES, AND$7,500,000 OF THIS AMOUNT SHALL BE USED TO FUND THEPROCUREMENT OF INDEPENDENT RESEARCH. AMOUNTS PAID TO THEVARIOUS STATES, INCLUDING THE $146,729 PAID TO THE COMMONWEALTHOF PUERTO RICO PURSUANT TO THE CONSENT ORDER, SHALL BEAPPLIED TO AND REDUCE THE AMOUNT OF THE $12,500,000 CIVILPENALTY DESCRIBED ABOVE. THE PAYMENT OF $146,729 TO THECOMMONWEALTH OF PUERTO RICO WAS MADE ON SEPTEMBER 2, 2003.THE $12,500,000 DISGORGEMENT AMOUNT DESCRIBED ABOVE IS TO BEPAID TO THE UNITED STATES DISTRICT COURT WITHIN TEN (10) DAYS OFCOURT APPROVAL OF THE SEC SETTLEMENT AND ENTRY OF FINALJUDGMENT IN THAT MATTER. THE $7,500,000 TO PROCURE INDEPENDENTRESEARCH SHALL BE DEPOSITED INTO ESCROW WITHIN THIRTY (30)DAYS OF ENTRY OF THE FINAL JUDGMENT.

Disclosure 66 of 134

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Reporting Source: Firm

Initiated By: STATE OF NEW JERSEY

Date Initiated: 08/20/2003

Docket/Case Number: UNKNOWN

Allegations: U.S. BANCORP PIPER JAFFRAY IS ALLEGED TO HAVE VIOLATED N.J.S.A.49:3-58(A)(2)(VII) & N.J.S.A. 49:3-58(2)(XI) BY: A)ENGAGING IN ACTS &PRACTICES THAT CREATED OR MAINTAINED INAPPROPRIATE INFLUENCEBY THE INVESTMENT BANKING DEPARTMENT OVER RESEARCH ANALYSTSTHEREFORE IMPOSING CONFLICTS OF INTEREST ON ITS RESEARCHANALYSTS & FAILING TO MANAGE THESE CONFLICTS IN ADEQUATE ORAPPROPRIATE MANNER; B)THREATENING TO DROP RESEARCHCOVERAGE IF THE FIRM WAS NOT SELECTED AS A LEAD MANAGER IN ANINVESTMENT BANKING TRANSACTION; C)ISSUING RESEARCH REPORTSON ESPERION THERAPEUTICS INC. & TRITON NETWORK SYSTEMS THATDID NOT PROVIDE A SOUND BASIS FOR EVALUATING FACTS REGARDINGTHOSE COMPANIES & THEIR BUSINESS PROSPECTS; CONTAINEDEXAGGERATED OR UNWARRANTED CLAIMS ABOUT THOSE COMPANIES&/OR CONTAINED OPINIONS FOR WHICH THERE WAS NO REASONABLEBASIS; D)MAKING PAYMENTS FOR RESEARCH TO OTHER BROKER-DEALERS NOT INVOLVED IN AN UNDERWRITING TRANSACTION WHEN THEFIRM KNEW THAT THESE PAYMENTS WERE MADE AT LEAST IN PART FORRESEARCH COVERAGE & BY FAILING TO DISCLOSE OR CAUSE TO BEDISCLOSED IN OFFERING DOCUMENTS OR ELSEWHERE THE FACT OFSUCH PAYMENTS; AND E)RECEIVING PAYMENTS FOR RESEARCH FROMOTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRITINGTRANSACTIONS WITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS.

Current Status: Final

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Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

CEASE AND DESIST

Docket/Case Number: UNKNOWN

Principal Product Type: Other

Other Product Type(s): RESEARCH

Resolution Date: 09/09/2003

Resolution:

Other Sanctions Ordered: $324,168 TO THE STATE OF NEW JERSEY

Sanction Details: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESTIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PRACTICES BY THE SEC, NYSE, NASD AND AMULTI-STATE TASK FORCE. UNDER THE TERMS OF THE SETTLEMENTSREACHED JOINTLY WITH THE SEC, NYSE, NASD AND TASK FORCE, THEFIRM IS REQUIRED TO PAY A TOTAL OF $32,500,000 IN SETTLEMENT OFTHESE MATTERS AND HAS AGREED TO CEASE AND DESIST IN THEFUTURE FROM THE ALLEGED IMPROPER CONDUCT. PURSUANT TO THECIVIL PENALTY, $12,500,000 OF THIS AMOUNT SHALL BE DESIGNATED AS ACIVIL PENALTY, $12,500,000 OF THIS AMOUNT SHALL BE DESIGNATED ASDISGORGEMENT OF COMMISSIONS AND FEES, AND $7,500,000 OF THISAMOUNT SHALL BE USED TO FUND THE PROCUREMENT OF INDEPENDENTRESEARCH. AMOUNTS PAID TO THE VARIOUS STATES, INCLUDING THE$324,168 PAID TO THE STATE OF NEW JERSEY PURSUANT TO THECONSENT ORDER, SHALL BE APPLIED TO AND REDUCE THE AMOUNT OFTHE $12,500,000 CIVIL PENALTY DESCRIBED ABOVE. THE PAYMENT OF$324,168 TO THE STATE OF NEW JERSEY WAS MADE ON AUGUST 25, 2003.THE $12,500,000 DISGORGEMENT AMOUNT DESCRIBED ABOVE IS TO BEPAID TO THE UNITED STATES DISTRICT COURT WITHIN TEN (10) DAYS OFCOURT APPROVAL OF THE SEC SETTLEMENT AND ENTRY OF FINALJUDGMENT IN THAT MATTER. THE $7,500,000 TO PROCURE INDEPENDENTRESEARCH SHALL BE DEPOSITED INTO ESCROW WITHIN THIRTY (30)DAYS OF ENTRY OF THE FINAL JUDGMENT.

Sanctions Ordered: Monetary/Fine $12,500,000.00Cease and Desist/Injunction

Order

Disclosure 67 of 134

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Reporting Source: Firm

Initiated By: STATE OF NEVADA

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

CEASE AND DESIST

Date Initiated: 10/07/2003

Docket/Case Number: I03-187

Principal Product Type: Other

Other Product Type(s): RESEARCH

Allegations: U.S. BANCORP PIPER JAFFRAY IS ALLEGED TO HAVE VIOLATED NRS 90.420(1)(H) & NRS 90.420(1)(K) BY: ENGAGING IN ACTS & PRACTICES THATCREATED OR MAINTAINED INAPPROPRIATE INFLUENCE BY THEINVESTMENT BANKING DEPARTMENT OVER RESEARCH ANALYSTSTHEREFORE IMPOSING CONFLICTS OF INTEREST ON ITS RESEARCHANALYSTS & FAILING TO MANAGE THESE CONFLICTS IN ADEQUATE ORAPPROPRIATE MANNER; B)THREATENING TO DROP RESEARCHCOVERAGE IF THE FIRM WAS NOT SELECTED AS A LEAD MANAGER IN ANINVESTMENT BANKING TRANSACTION; C)ISSUING RESEARCH REPORTSON ESPERION THERAPEUTICS INC. & TRITON NETWORK SYSTEMS THATDID NOT PROVIDE A SOUND BASIS FOR EVALUATING FACTS REGARDINGTHOSE COMPANIES & THEIR BUSINESS PROSPECTS; CONTAINEDEXAGGERATED OR UNWARRANTED CLAIMS ABOUT THOSE COMPANIES&/OR CONTAINED OPINIONS FOR WHICH THERE WAS NO REASONABLEBASIS; D)MAKING PAYMENTS FOR RESEARCH TO OTHER BROKER-DEALERS NOT INVOLVED IN AN UNDERWRITING TRANSACTION WHEN THEFIRM KNEW THAT THESE PAYMENTS WERE MADE AT LEAST IN PART FORRESEARCH COVERAGE & BY FAILING TO DISCLOSE OR CAUSE TO BEDISCLOSED IN OFFERING DOCUMENTS OR ELSEWHERE THE FACT OFSUCH PAYMENTS; AND E)RECEIVING PAYMENTS FOR RESEARCH FROMOTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRITINGTRANSACTIONS WITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS.

Current Status: Final

Resolution Date: 10/08/2003

Resolution:

Other Sanctions Ordered: $125,000 TO THE STATE OF NEVADA

Sanctions Ordered: Monetary/Fine $12,500,000.00Cease and Desist/Injunction

Order

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Sanction Details: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESTIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PRACTICES BY THE SEC, NYSE, NASD AND AMULTI-STATE TASK FORCE. UNDER THE TERMS OF THE SETTLEMENTSREACHED JOINTLY WITH THE SEC, NYSE, NASD AND TASK FORCE, THEFIRM IS REQUIRED TO PAY A TOTAL OF $32,500,000 IN SETTLEMENT OFTHESE MATTERS AND HAS AGREED TO CEASE AND DESIST IN THEFUTURE FROM THE ALLEGED IMPROPER CONDUCT. PURSUANT TO THESETTLEMENT DOCUMENTS, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS A CIVIL PENALTY, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS DISGORGEMENT OF COMMISSIONS AND FEES, AND$7,500,000 OF THIS AMOUNT SHALL BE USED TO FUND THEPROCUREMENT OF INDEPENDENT RESEARCH. AMOUNTS PAID TO THEVARIOUS STATES, INCLUDING THE $125,000 PAID TO THE STATE OFNEVADA PURSUANT TO THE CONSENT ORDER, SHALL BE APPLIED TO ANDREDUCE THE AMOUNT OF THE $12,500,000 CIVIL PENALTY DESCRIBEDABOVE. THE PAYMENT OF $125,000 TO THE STATE OF NEVADA WAS MADEON OCTOBER 7, 2003. THE $12,500,000 DISGORGEMENT AMOUNTDESCRIBED ABOVE IS TO BE PAID TO THE UNITED STATES DISTRICTCOURT WITHIN TEN (10) DAYS OF COURT APPROVAL OF THE SECSETTLEMENT AND ENTRY OF FINAL JUDGMENT IN THAT MATTER. THE$7,500,000 TO PROCURE INDEPENDENT RESEARCH SHALL BE DEPOSITEDINTO ESCROW WITHIN THIRTY (30) DAYS OF ENTRY OF THE FINALJUDGMENT.

Disclosure 68 of 134

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Reporting Source: Regulator

Initiated By: OREGON DIVISION OF FINANCE AND CORPORATE SECURITIES

Date Initiated: 07/24/2003

Docket/Case Number: S-03-0033

URL for Regulatory Action:

Principal Product Type: Other

Other Product Type(s): STOCK

Allegations: RESPONDENT ENGAGED IN UNETHICAL AND DISHONEST PRACTICES INCONNECTION WITH THE OFFER OR SALE OF SECURITIES. RESPONDENTALSO FAILED REASONABLY TO SUPERVISE THEIR EMPLOYEES. ALLALLEGATIONS RELATED TO PRACTICES OF THE RESEARCH ANDINVESTMENT BANKING SECTIONS OF THE RESPONDENT'S FIRM.

Current Status: Final

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Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

CEASE AND DESIST

Other Product Type(s): STOCK

Resolution Date: 09/29/2003

Resolution:

Other Sanctions Ordered:

Sanction Details: NO PORTION OF PENALTY SUSPENDED

Regulator Statement RESEARCH ANALYSTS AT THE FIRM WERE SUBJECTED TO PRESSURESFROM THE INVESTMENT BANKING SECTION OF THE FIRM TO RATESTOCKS FAVORABLY SO AS TO GAIN THE INVESTMENT BANKINGBUSINESS OF THE FIRMS ISSUING THE STOCKS.

Does the order constitute afinal order based onviolations of any laws orregulations that prohibitfraudulent, manipulative, ordeceptive conduct?

Yes

Sanctions Ordered: Monetary/Fine $131,811.00Cease and Desist/Injunction

Consent

iReporting Source: Firm

Allegations: U.S. BANCORP PIPER JAFFRAY IS ALLEGED TO HAVE VIOLATED ORS 59.205(13) AND ORS 59.205(2) BY: A)ENGAGING IN ACTS & PRACTICES THATCREATED OR MAINTAINED INAPPROPRIATE INFLUENCE BY THEINVESTMENT BANKING DEPARTMENT OVER RESEARCH ANALYSTSTHEREFORE IMPOSING CONFLICTS OF INTEREST ON ITS RESEARCHANALYSTS & FAILING TO MANAGE THESE CONFLICTS IN AN ADEQUATE ORAPPROPRIATE MANNER; B)THREATENING TO DROP RESEARCHCOVERAGE IF THE FIRM WAS NOT SELECTED AS A LEAD MANAGER IN ANINVESTMENT BANKING TRANSACTION; C)ISSUING RESEARCH REPORTSON ESPERION THERAPEUTICS INC. & TRITON NETWORK SYSTEMS THATDID NOT PROVIDE A SOUND BASIS FOR EVALUATING FACTS REGARDINGTHOSE COMPANIES & THEIR BUSINESS PROSPECTS; CONTAINEDEXAGGERATED OR UNWARRANTED CLAIMS ABOUT THOSE COMPANIES&/OR CONTAINED OPINIONS FOR WHICH THERE WAS NO REASONABLEBASIS; D)MAKING PAYMENTS FOR RESEARCH TO OTHER BROKER-DEALERS NOT INVOLVED IN AN UNDERWRITING TRANSACTION WHEN THEFIRM KNEW THAT THESE PAYMENTS WERE MADE AT LEAST IN PART FORRESEARCH COVERAGE & BY FAILING TO DISCLOSE OR CAUSE TO BEDISCLOSED IN OFFERING DOCUMENTS OR ELSEWHERE THE FACT OFSUCH PAYMENTS; AND E)RECEIVING PAYMENTS FOR RESEARCH FROMOTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRITINGTRANSACTIONS WITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS.

Current Status: Final

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Initiated By: STATE OF OREGON

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

CEASE AND DESIST

Date Initiated: 09/17/2003

Docket/Case Number: S-03-0033

Principal Product Type: Other

Other Product Type(s): RESEARCH

U.S. BANCORP PIPER JAFFRAY IS ALLEGED TO HAVE VIOLATED ORS 59.205(13) AND ORS 59.205(2) BY: A)ENGAGING IN ACTS & PRACTICES THATCREATED OR MAINTAINED INAPPROPRIATE INFLUENCE BY THEINVESTMENT BANKING DEPARTMENT OVER RESEARCH ANALYSTSTHEREFORE IMPOSING CONFLICTS OF INTEREST ON ITS RESEARCHANALYSTS & FAILING TO MANAGE THESE CONFLICTS IN AN ADEQUATE ORAPPROPRIATE MANNER; B)THREATENING TO DROP RESEARCHCOVERAGE IF THE FIRM WAS NOT SELECTED AS A LEAD MANAGER IN ANINVESTMENT BANKING TRANSACTION; C)ISSUING RESEARCH REPORTSON ESPERION THERAPEUTICS INC. & TRITON NETWORK SYSTEMS THATDID NOT PROVIDE A SOUND BASIS FOR EVALUATING FACTS REGARDINGTHOSE COMPANIES & THEIR BUSINESS PROSPECTS; CONTAINEDEXAGGERATED OR UNWARRANTED CLAIMS ABOUT THOSE COMPANIES&/OR CONTAINED OPINIONS FOR WHICH THERE WAS NO REASONABLEBASIS; D)MAKING PAYMENTS FOR RESEARCH TO OTHER BROKER-DEALERS NOT INVOLVED IN AN UNDERWRITING TRANSACTION WHEN THEFIRM KNEW THAT THESE PAYMENTS WERE MADE AT LEAST IN PART FORRESEARCH COVERAGE & BY FAILING TO DISCLOSE OR CAUSE TO BEDISCLOSED IN OFFERING DOCUMENTS OR ELSEWHERE THE FACT OFSUCH PAYMENTS; AND E)RECEIVING PAYMENTS FOR RESEARCH FROMOTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRITINGTRANSACTIONS WITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS.

Resolution Date: 09/29/2003

Resolution:

Other Sanctions Ordered: $131,811 TO THE STATE OF OREGON

Sanction Details: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESTIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PRACTICES BY THE SEC, NYSE, NASD AND AMULTI-STATE TASK FORCE. UNDER THE TERMS OF THE SETTLEMENTSREACHED JOINTLY WITH THE SEC, NYSE, NASD AND TASK FORCE, THEFIRM IS REQUIRED TO PAY A TOTAL OF $32,500,000 IN SETTLEMENT OFTHESE MATTERS AND HAS AGREED TO CEASE AND DESIST IN THEFUTURE FROM THE ALLEGED IMPROPER CONDUCT. PURSUANT TO THESETTLEMENT DOCUMENTS, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS A CIVIL PENALTY, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS DISGORGEMENT OF COMMISSIONS AND FEES, AND$7,500,000 OF THIS AMOUNT SHALL BE USED TO FUND THEPROCUREMENT OF INDEPENDENT RESEARCH. AMOUNTS PAID TO THEVARIOUS STATES, INCLUDING THE $131,811 PAID TO THE STATE OFOREGON PURSUANT TO THE CONSENT ORDER, SHALL BE APPLIED TOAND REDUCE THE AMOUNT OF THE $12,500,000 CIVIL PENALTYDESCRIBED ABOVE. THE PAYMENT OF $131,811 TO THE STATE OF OREGONWAS MADE ON SEPTEMBER 17, 2003. THE $12,500,000 DISGORGEMENTAMOUNT DESCRIBED ABOVE IS TO BE PAID TO THE UNITED STATESDISTRICT COURT WITHIN TEN (10) DAYS OF COURT APPROVAL OF THE SECSETTLEMENT AND ENTRY OF FINAL JUDGMENT IN THAT MATTER. THE$7,500,000 TO PROCURE INDEPENDENT RESEARCH SHALL BE DEPOSITEDINTO ESCROW WITHIN THIRTY (30) DAYS OF ENTRY OF THE FINALJUDGMENT.

Sanctions Ordered: Monetary/Fine $12,500,000.00Cease and Desist/Injunction

Order

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WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESTIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PRACTICES BY THE SEC, NYSE, NASD AND AMULTI-STATE TASK FORCE. UNDER THE TERMS OF THE SETTLEMENTSREACHED JOINTLY WITH THE SEC, NYSE, NASD AND TASK FORCE, THEFIRM IS REQUIRED TO PAY A TOTAL OF $32,500,000 IN SETTLEMENT OFTHESE MATTERS AND HAS AGREED TO CEASE AND DESIST IN THEFUTURE FROM THE ALLEGED IMPROPER CONDUCT. PURSUANT TO THESETTLEMENT DOCUMENTS, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS A CIVIL PENALTY, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS DISGORGEMENT OF COMMISSIONS AND FEES, AND$7,500,000 OF THIS AMOUNT SHALL BE USED TO FUND THEPROCUREMENT OF INDEPENDENT RESEARCH. AMOUNTS PAID TO THEVARIOUS STATES, INCLUDING THE $131,811 PAID TO THE STATE OFOREGON PURSUANT TO THE CONSENT ORDER, SHALL BE APPLIED TOAND REDUCE THE AMOUNT OF THE $12,500,000 CIVIL PENALTYDESCRIBED ABOVE. THE PAYMENT OF $131,811 TO THE STATE OF OREGONWAS MADE ON SEPTEMBER 17, 2003. THE $12,500,000 DISGORGEMENTAMOUNT DESCRIBED ABOVE IS TO BE PAID TO THE UNITED STATESDISTRICT COURT WITHIN TEN (10) DAYS OF COURT APPROVAL OF THE SECSETTLEMENT AND ENTRY OF FINAL JUDGMENT IN THAT MATTER. THE$7,500,000 TO PROCURE INDEPENDENT RESEARCH SHALL BE DEPOSITEDINTO ESCROW WITHIN THIRTY (30) DAYS OF ENTRY OF THE FINALJUDGMENT.

Disclosure 69 of 134

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Reporting Source: Firm

Initiated By: STATE OF ALABAMA

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Date Initiated: 09/17/2003

Docket/Case Number: CO-2003-0029

Principal Product Type: Other

Other Product Type(s): RESEARCH

Allegations: U.S. BANCORP PIPER JAFFRAY IS ALLEGED TO HAVE VIOLATED 8-6-3(J)(7)CODE OF ALABAMA 1975 AND 830-X-3-.13(1) & (3) BY: A)ENGAGING INACTS & PRACTICES THAT CREATED OR MAINTAINED INAPPROPRIATEINFLUENCE BY THE INVESTMENT BANKING DEPARTMENT OVERRESEARCH ANALYSTS THEREFORE IMPOSING CONFLICTS OF INTERESTON ITS RESEARCH ANALYSTS & FAILING TO MANAGE THESE CONFLICTS INADEQUATE OR APPROPRIATE MANNER; B)THREATENING TO DROPRESEARCH COVERAGE IF THE FIRM WAS NOT SELECTED AS A LEADMANAGER IN AN INVESTMENT BANKING TRANSACTION; C)ISSUINGRESEARCH REPORTS ON ESPERION THERAPEUTICS INC. & TRITONNETWORK SYSTEMS THAT DID NOT PROVIDE A SOUND BASIS FOREVALUATING FACTS REGARDING THOSE COMPANIES &/OR CONTAINEDOPINIONS FOR WHICH THERE WAS NO REASONABLE BASIS; D)MAKINGPAYMENTS FOR RESEARCH TO OTHER BROKER-DEALERS NOT INVOLVEDIN AN UNDERWRITING TRANSACTION WHEN THE FIRM KNEW THAT THESEPAYMENTS WERE MADE AT LEAST IN PART FOR RESEARCH COVERAGE &BY FAILING TO DISCLOSE OR CAUSE TO BE DISCLOSED IN OFFERINGDOCUMENTS OR ELSEWHERE THE FACT OF SUCH PAYMENTS; ANDE)RECEIVING PAYMENTS FOR RESEARCH FROM OTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRITING TRANSACTIONSWITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS.

Current Status: Final

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Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

CEASE AND DESIST

Resolution Date: 09/23/2003

Resolution:

Other Sanctions Ordered: $171,327 TO THE STATE OF ALABAMA

Sanction Details: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESTIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PACTICES BY THE SEC, NYSE, NASD AND A MULTI-STATE TASK FORCE. UNDER THE TERMS OF THE SETTLEMENTS REACHEDJOINTLY WITH THE SEC, NYSE, NASD AND TASK FORCE, THE FIRM ISREQUIRED TO PAY A TOTAL OF $32,500,000 IN SETTLEMENT OF THESEMATTERS AND HAS AGREED TO CEASE AND DESIST IN THE FUTURE FROMTHE ALLEGED IMPROPER CONDUCT. PURSUANT TO THE SETTLEMENTDOCUMENTS, $12,500,000 OF THIS AMOUNT SHALL BE DESIGNATED AS ACIVIL PENALTY, $12,500,000 OF THIS AMOUNT SHALL BE DESIGNATED ASDISGORGEMENT OF COMMISSIONS AND FEES, AND $7,500,000 OF THISAMOUNT SHALL BE USED TO FUND THE PROCUREMENT OF INDEPENDENTRESEARCH. AMOUNTS PAID TO THE VARIOUS STATES, INCLUDING$171,327 PAID TO THE STATE OF ALABAMA PURSUANT TO THE CONSENTORDER, SHALL BE APPLIED TO AND REDUCE THE AMOUNT OF THE$12,500,000 CIVIL PENALTY DESCRIBED ABOVE. THE PAYMENT OF $171,327TO THE STATE OF ALABAMA WAS MADE ON SEPTEMBER 17, 2003. THE$12,500,000 DISGORGEMENT AMOUNT DESCRIBED ABOVE IS TO BE PAIDTO THE UNITED STATES DISTRICT COURT WITHIN TEN (10) DAYS OFCOURT APPROVAL OF THE SEC SETTLEMENT AND ENTRY OF FINALJUDGMENT IN THAT MATTER. THE $7,500,000 TO PROCURE INDEPENDENTRESEARCH SHALL BE DEPOSITED INTO ESCROW WITHIN THIRTY (30)DAYS OF ENTRY OF THE FINAL JUDGMENT.

Sanctions Ordered: Monetary/Fine $12,500,000.00Cease and Desist/Injunction

Order

Disclosure 70 of 134

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Reporting Source: Regulator

Allegations: CONFLICTS OF INTEREST OF RESEARCH ANALYSTS DURING THE TIMEPERIOD BEGINNING JULY 1, 1999, TO JUNE 30, 2001, TO WIT, USBPJ FAILEDTO ENSURE THAT RESEARCH ANALYSTS WERE ADEQUATELY INSULATEDFROM PRESSURES AND INFLUENCES FROM COVERED COMPANIES ANDINVESTMENT BANKING, AND USBPJ FAILED TO REASONABLY SUPERVISEITS EMPLOYEES TO ENSURE THAT ITS RESEARCH ANALYSTS WEREADEQUATELY INSULATED FROM SUCH PRESSURES AND INFLUENCES.

Current Status: Final

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Initiated By: OKLAHOMA

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

Date Initiated: 05/02/2003

Docket/Case Number: ODS 03-128

URL for Regulatory Action:

Principal Product Type: Other

Other Product Type(s): ANALYST INDEPENDENCE (IPO)

Allegations: CONFLICTS OF INTEREST OF RESEARCH ANALYSTS DURING THE TIMEPERIOD BEGINNING JULY 1, 1999, TO JUNE 30, 2001, TO WIT, USBPJ FAILEDTO ENSURE THAT RESEARCH ANALYSTS WERE ADEQUATELY INSULATEDFROM PRESSURES AND INFLUENCES FROM COVERED COMPANIES ANDINVESTMENT BANKING, AND USBPJ FAILED TO REASONABLY SUPERVISEITS EMPLOYEES TO ENSURE THAT ITS RESEARCH ANALYSTS WEREADEQUATELY INSULATED FROM SUCH PRESSURES AND INFLUENCES.

Resolution Date: 09/23/2003

Resolution:

Other Sanctions Ordered:

Sanction Details: USBPJ ALSO AGREED TO COMPLY WITH ALL UNDERTAKINGS ESTABLISHEDAS PART OF THE GLOBAL ANALYST SETTLEMENT IN CONNECTION WITHTHE FIRM'S RESEARCH PRACTICES.

Sanctions Ordered: Monetary/Fine $132,938.00Cease and Desist/Injunction

Consent

iReporting Source: Firm

Allegations: U.S. BANCORP PIPER JAFFRAY IS ALLEGED TO HAVE VIOLATEDSUBSECTION (B) OF 660:10-5-42 OF THE RULES BY: A)ENGAGING IN ACTS &PRACTICES THAT CREATED OR MAINTAINED INAPPROPRIATE INFLUENCEBY THE INVESTMENT BANKING DEPARTMENT OVER RESEARCH ANALYSTSTHEREFORE IMPOSING CONFLICTS OF INTEREST ON ITS RESEARCHANALYSTS & FAILING TO MANAGE THESE CONFLICTS IN ADEQUATE ORAPPROPRIATE MANNER; B)THREATENING TO DROP RESEARCHCOVERAGE IF THE FIRM WAS NOT SELECTED AS A LEAD MANAGER IN ANINVESTMENT BANKING TRANSACTION; C)ISSUING RESEARCH REPORTSON ESPERION THERAPEUTICS INC. & TRITON NETWORK SYSTEMS THATDID NOT PROVIDE A SOUND BASIS FOR EVALUATING FACTS REGARDINGTHOSE COMPANIES & THEIR BUSINESS PROSPECTS; CONTAINEDEXAGGERATED OR UNWARRANTED CLAIMS ABOUT THOSE COMPANIES&/OR CONTAINED OPINIONS FOR WHICH THERE WAS NO REASONABLEBASIS; D)MAKING PAYMENTS FOR RESEARCH TO OTHER BROKER-DEALERS NOT INVOLVED IN AN UNDERWRITING TRANSACTION WHEN THEFIRM KNEW THAT THESE PAYMENTS WERE MADE AT LEAST IN PART FORRESEARCH COVERAGE & BY FAILING TO DISCLOSE OR CAUSE TO BEDISCLOSED IN OFFERING DOCUMENTS OR ELSEWHERE THE FACT OFSUCH PAYMENTS; AND E)RECEIVING PAYMENTS FOR RESEARCH FROMOTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRITINGTRANSACTIONS WITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS.

Current Status: Final

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Initiated By: STATE OF OKLAHOMA

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

CEASE AND DESIST

Date Initiated: 09/17/2003

Docket/Case Number: ODS 03-128

Principal Product Type: Other

Other Product Type(s): RESEARCH

U.S. BANCORP PIPER JAFFRAY IS ALLEGED TO HAVE VIOLATEDSUBSECTION (B) OF 660:10-5-42 OF THE RULES BY: A)ENGAGING IN ACTS &PRACTICES THAT CREATED OR MAINTAINED INAPPROPRIATE INFLUENCEBY THE INVESTMENT BANKING DEPARTMENT OVER RESEARCH ANALYSTSTHEREFORE IMPOSING CONFLICTS OF INTEREST ON ITS RESEARCHANALYSTS & FAILING TO MANAGE THESE CONFLICTS IN ADEQUATE ORAPPROPRIATE MANNER; B)THREATENING TO DROP RESEARCHCOVERAGE IF THE FIRM WAS NOT SELECTED AS A LEAD MANAGER IN ANINVESTMENT BANKING TRANSACTION; C)ISSUING RESEARCH REPORTSON ESPERION THERAPEUTICS INC. & TRITON NETWORK SYSTEMS THATDID NOT PROVIDE A SOUND BASIS FOR EVALUATING FACTS REGARDINGTHOSE COMPANIES & THEIR BUSINESS PROSPECTS; CONTAINEDEXAGGERATED OR UNWARRANTED CLAIMS ABOUT THOSE COMPANIES&/OR CONTAINED OPINIONS FOR WHICH THERE WAS NO REASONABLEBASIS; D)MAKING PAYMENTS FOR RESEARCH TO OTHER BROKER-DEALERS NOT INVOLVED IN AN UNDERWRITING TRANSACTION WHEN THEFIRM KNEW THAT THESE PAYMENTS WERE MADE AT LEAST IN PART FORRESEARCH COVERAGE & BY FAILING TO DISCLOSE OR CAUSE TO BEDISCLOSED IN OFFERING DOCUMENTS OR ELSEWHERE THE FACT OFSUCH PAYMENTS; AND E)RECEIVING PAYMENTS FOR RESEARCH FROMOTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRITINGTRANSACTIONS WITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS.

Resolution Date: 09/23/2003

Resolution:

Other Sanctions Ordered: $132,938 TO THE STATE OF OKLAHOMA

Sanction Details: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESTIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PRACTICES BY THE SEC, NYSE, NASD AND AMULTI-STATE TASK FORCE. UNDER THE TERMS OF THE SETTLEMENTSREACHED JOINTLY WITH THE SEC, NYSE, NASD AND TASK FORCE, THEFIRM IS REQUIRED TO PAY A TOTAL OF $32,500,000 IN SETTLEMENT OFTHESE MATTERS AND HAS AGREED TO CEASE AND DESIST IN THEFUTURE FROM THE ALLEGED IMPROPER CONDUCT. PURSUANT TO THESETTLEMENT DOCUMENTS, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS A CIVIL PENALTY, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS DISGORGEMENT OF COMMISSIONS AND FEES, AND$7,500,000 OF THIS AMOUNT SHALL BE USED TO FUND THEPROCUREMENT OF INDEPENDENT RESEARCH. AMOUNTS PAID TO THEVARIOUS STATES, INCLUDING THE $132,938 TO THE STATE OF OKLAHOMAPURSUANT TO THE CONSENT ORDER, SHALL BE APPLIED TO AND REDUCETHE AMOUNT OF THE $12,500,000 CIVIL PENALTY DESCRIBED ABOVE. THEPAYMENT OF $132,938 TO THE STATE OF OKLAHOMA WAS MADE ONSEPTEMBER 17, 2003. THE $12,500,000 DISGORGEMENT AMOUNTDESCRIBED ABOVE IS TO BE PAID TO THE UNITED STATES DISTRICTCOURT WITHIN TEN (10) DAYS OF COURT APPROVAL OF THE SECSETTLEMENT AND ENTRY OF FINAL JUDGMENT IN THAT MATTER. THE$7,500,000 TO PROCURE INDEPENDENT RESEARCH SHALL BE DEPOSITEDINTO ESCROW WITHIN THIRTY (30) DAYS OF ENTRY OF THE FINALJUDGMENT.

Sanctions Ordered: Monetary/Fine $12,500,000.00Cease and Desist/Injunction

Order

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WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESTIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PRACTICES BY THE SEC, NYSE, NASD AND AMULTI-STATE TASK FORCE. UNDER THE TERMS OF THE SETTLEMENTSREACHED JOINTLY WITH THE SEC, NYSE, NASD AND TASK FORCE, THEFIRM IS REQUIRED TO PAY A TOTAL OF $32,500,000 IN SETTLEMENT OFTHESE MATTERS AND HAS AGREED TO CEASE AND DESIST IN THEFUTURE FROM THE ALLEGED IMPROPER CONDUCT. PURSUANT TO THESETTLEMENT DOCUMENTS, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS A CIVIL PENALTY, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS DISGORGEMENT OF COMMISSIONS AND FEES, AND$7,500,000 OF THIS AMOUNT SHALL BE USED TO FUND THEPROCUREMENT OF INDEPENDENT RESEARCH. AMOUNTS PAID TO THEVARIOUS STATES, INCLUDING THE $132,938 TO THE STATE OF OKLAHOMAPURSUANT TO THE CONSENT ORDER, SHALL BE APPLIED TO AND REDUCETHE AMOUNT OF THE $12,500,000 CIVIL PENALTY DESCRIBED ABOVE. THEPAYMENT OF $132,938 TO THE STATE OF OKLAHOMA WAS MADE ONSEPTEMBER 17, 2003. THE $12,500,000 DISGORGEMENT AMOUNTDESCRIBED ABOVE IS TO BE PAID TO THE UNITED STATES DISTRICTCOURT WITHIN TEN (10) DAYS OF COURT APPROVAL OF THE SECSETTLEMENT AND ENTRY OF FINAL JUDGMENT IN THAT MATTER. THE$7,500,000 TO PROCURE INDEPENDENT RESEARCH SHALL BE DEPOSITEDINTO ESCROW WITHIN THIRTY (30) DAYS OF ENTRY OF THE FINALJUDGMENT.

Disclosure 71 of 134

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Reporting Source: Regulator

Initiated By: FLORIDA

Date Initiated: 09/19/2003

Docket/Case Number: 0040-S-6/03

URL for Regulatory Action:

Principal Product Type: Other

Allegations: RESPONDENT ENGAGED IN ACTS AND PRACTICES THAT CREATED AND/ORMAINTAINED INAPPROPRIATE INFLUENCE BY INVESTMENT BANKING OVERRESEARCH ANALYSTS AND THEREFORE IMPOSED CONFLICTS OFINTEREST ON RESEARCH ANALYSTS. THE FIRM FAILED TO MANAGE THECONFLICTS IN AN ADEQUATE MANNER. FIRM ENGAGED IN DISHONESTAND UNETHICAL PRACTICES BY ISSUING RESEARCH THAT CONTAINEDOPINIONS FOR WHICH THERE WAS NO REASONABLE BASIS AND/OREXAGGERATED OR UNWARRANTED CLAIMS. THE FIRM RECEIVEDCOMPENSATION FROM AN ISSUER, UNDERWRITER, OR DEALER, IN PARTFOR ISSUING RESEARCH REPORTS WITHOUT FULLY DISCLOSING THERECEIPT OR THE AMOUNT OF THE COMPENSATION. FIRM MADEPAYMENTS FOR RESEARCH TO OTHER BROKER DELAERS NOT INVOLVEDIN AN UNDERWRITING TRANSACTION AND FAILED TO DISCLOSE THIS INTHE OFFERING DOCUMENTS. FIRM FAILED TO ESTABLISH AND ENFORCESUPERVISORY PROCEDURES REASOBLY DESIGNED TO ENSURE THATANALYSTS WERE NOT UNDULY INFLUENCED BY INVESTMENT BANKINGCONCERNS.

Current Status: Final

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Principal Sanction(s)/ReliefSought:

Cease and Desist

Other Sanction(s)/ReliefSought:

Principal Product Type: Other

Other Product Type(s): RESEARCH.

Resolution Date: 09/19/2003

Resolution:

Other Sanctions Ordered:

Sanction Details: NA

Regulator Statement RESPONDENT ENGAGED IN ACTS AND PRACTICES THAT CREATED AND/ORMAINTAINED INAPPROPRIATE INFLUENCE BY INVESTMENT BANKING OVERRESEARCH ANALYSTS AND THEREFORE IMPOSED CONFLICTS OFINTEREST ON RESEARCH ANALYSTS. THE FIRM FAILED TO MANAGE THECONFLICTS IN AN ADEQUATE MANNER. FIRM ENGAGED IN DISHONESTAND UNETHICAL PRACTICES BY ISSUING RESEARCH THAT CONTAINEDOPINIONS FOR WHICH THERE WAS NO REASONABLE BASIS AND/OREXAGGERATED OR UNWARRANTED CLAIMS. THE FIRM RECEIVEDCOMPENSATION FROM AN ISSUER, UNDERWRITER, OR DEALER, IN PARTFOR ISSUING RESEARCH REPORTS WITHOUT FULLY DISCLOSING THERECEIPT OR THE AMOUNT OF THE COMPENSATION. FIRM MADEPAYMENTS FOR RESEARCH TO OTHER BROKER DELAERS NOT INVOLVEDIN AN UNDERWRITING TRANSACTION AND FAILED TO DISCLOSE THIS INTHE OFFERING DOCUMENTS. FIRM FAILED TO ESTABLISH AND ENFORCESUPERVISORY PROCEDURES REASOBLY DESIGNED TO ENSURE THATANALYSTS WERE NOT UNDULY INFLUENCED BY INVESTMENT BANKINGCONCERNS.

Does the order constitute afinal order based onviolations of any laws orregulations that prohibitfraudulent, manipulative, ordeceptive conduct?

No

Sanctions Ordered: Monetary/Fine $615,731.00Cease and Desist/Injunction

Order

iReporting Source: Firm

Allegations: U.S. BANCORP PIPER JAFFRAY IS ALLEGED TO HAVE VIOLATED SECTION517.161(1)(A) FLA. STAT. AND RULE 3E-600.013(1)(P), FLA. ADMIN. CODE BY:A)ENGAGING IN ACTS & PRACTICES THAT CREATED OR MAINTAINEDINAPPROPRIATE INFLUENCE BY THE INVESTMENT BANKING DEPARTMENTOVER RESEARCH ANALYSTS THEREFORE IMPOSING CONFLICTS OFINTEREST ON ITS RESEARCH ANALYSTS & FAILING TO MANAGE THESECONFLICTS IN ADEQUATE OR APPROPRIATE MANNER; B)THREATENING TODROP RESEARCH COVERAGE IF THE FIRM WAS NOT SELECTED AS A LEADMANAGER IN AN INVESTMENT BANKING TRANSACTION; C)ISSUINGRESEARCH REPORTS ON ESPERION THERAPEUTICS INC. & TRITONNETWORK SYSTEMS THAT DID NOT PROVIDE A SOUND BASIS FOREVALUATING FACTS REGARDING THOSE COMPANIES & THEIR BUSINESSPROSPECTS; CONTAINED EXAGGERATED OR UNWARRANTED CLAIMSABOUT THOSE COMPANIES &/OR CONTAINED OPINIONS FOR WHICHTHERE WAS NO REASONABLE BASIS; D)MAKING PAYMENTS FORRESEARCH TO OTHER BROKER-DEALERS NOT INVOLVED IN ANUNDERWRITING TRANSACTION WHEN THE FIRM KNEW THAT THESEPAYMENTS WERE MADE AT LEAST IN PART FOR RESEARCH COVERAGE &BY FAILING TO DISCLOSE OR CAUSE TO BE DISCLOSED IN OFFERINGDOCUMENTS OR ELSEWHERE THE FACT OF SUCH PAYMENTS; ANDE)RECEIVING PAYMENTS FOR RESEARCH FROM OTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRITING TRANSACTIONSWITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS.

Current Status: Final

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Initiated By: STATE OF FLORIDA

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

CEASE AND DESIST

Date Initiated: 09/17/2003

Docket/Case Number: OFR NO. 0040-S-6/03

Principal Product Type: Other

Other Product Type(s): RESEARCH

Allegations: U.S. BANCORP PIPER JAFFRAY IS ALLEGED TO HAVE VIOLATED SECTION517.161(1)(A) FLA. STAT. AND RULE 3E-600.013(1)(P), FLA. ADMIN. CODE BY:A)ENGAGING IN ACTS & PRACTICES THAT CREATED OR MAINTAINEDINAPPROPRIATE INFLUENCE BY THE INVESTMENT BANKING DEPARTMENTOVER RESEARCH ANALYSTS THEREFORE IMPOSING CONFLICTS OFINTEREST ON ITS RESEARCH ANALYSTS & FAILING TO MANAGE THESECONFLICTS IN ADEQUATE OR APPROPRIATE MANNER; B)THREATENING TODROP RESEARCH COVERAGE IF THE FIRM WAS NOT SELECTED AS A LEADMANAGER IN AN INVESTMENT BANKING TRANSACTION; C)ISSUINGRESEARCH REPORTS ON ESPERION THERAPEUTICS INC. & TRITONNETWORK SYSTEMS THAT DID NOT PROVIDE A SOUND BASIS FOREVALUATING FACTS REGARDING THOSE COMPANIES & THEIR BUSINESSPROSPECTS; CONTAINED EXAGGERATED OR UNWARRANTED CLAIMSABOUT THOSE COMPANIES &/OR CONTAINED OPINIONS FOR WHICHTHERE WAS NO REASONABLE BASIS; D)MAKING PAYMENTS FORRESEARCH TO OTHER BROKER-DEALERS NOT INVOLVED IN ANUNDERWRITING TRANSACTION WHEN THE FIRM KNEW THAT THESEPAYMENTS WERE MADE AT LEAST IN PART FOR RESEARCH COVERAGE &BY FAILING TO DISCLOSE OR CAUSE TO BE DISCLOSED IN OFFERINGDOCUMENTS OR ELSEWHERE THE FACT OF SUCH PAYMENTS; ANDE)RECEIVING PAYMENTS FOR RESEARCH FROM OTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRITING TRANSACTIONSWITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS.

Resolution Date: 09/19/2003

Resolution:

Other Sanctions Ordered: $615,731 TO THE STATE OF FLORIDA

Sanction Details: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESTIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PRACTICES BY THE SEC, NYSE, NASD AND AMULTI-STATE TASK FORCE. UNDER THE TERMS OF THE SETTLEMENTSREACHED JOINTLY WITH THE SEC, NYSE, NASD AND TASK FORCE, THEFIRM IS REQUIRED TO PAY A TOTAL OF $32,500,000 IN SETTLEMENT OFTHESE MATTERS AND HAS AGREED TO CEASE AND DESIST IN THEFUTURE FROM THE ALLEGED IMPROPER CONDUCT. PURSUANT TO THESETTLEMENT DOCUMENTS, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS A CIVIL PENALTY, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS DISGORGEMENT OF COMMISSIONS AND FEES, AND$7,500,000 OF THIS AMOUNT SHALL BE USED TO FUND THEPROCUREMENT OF INDEPENDENT RESEARCH. AMOUNTS PAID TO THEVARIOUS STATES, INCLUDING THE $615,731 TO THE STATE OF FLORIDAPURSUANT TO THE CONSENT ORDER, SHALL BE APPLIED TO AND REDUCETHE AMOUNT OF THE $12,500,000 CIVIL PENALTY DESCRIBED ABOVE. THEPAYMENTS OF $615,731 TO THE STATE OF FLORIDA WAS MADE ONSEPTEMBER 17, 2003. THE $12,500,000 DISGORGEMENT AMOUNTDESCRIBED ABOVE IS TO BE PAID TO THE UNITED STATES DISTRICTCOURT WITHIN TEN (10) DAYS OF COURT APPROVAL OF THE SECSETTLEMENT AND ENTRY OF FINAL JUDGMENT IN THAT MATTER. THE$7,500,000 TO PROCURE INDEPENDENT RESEARCH SHALL BE DEPOSITEDINTO ESCROW WITHIN THIRTY (30) DAYS OF ENTRY OF THE FINALJUDGMENT.

Sanctions Ordered: Monetary/Fine $12,500,000.00Cease and Desist/Injunction

Order

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Sanction Details: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESTIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PRACTICES BY THE SEC, NYSE, NASD AND AMULTI-STATE TASK FORCE. UNDER THE TERMS OF THE SETTLEMENTSREACHED JOINTLY WITH THE SEC, NYSE, NASD AND TASK FORCE, THEFIRM IS REQUIRED TO PAY A TOTAL OF $32,500,000 IN SETTLEMENT OFTHESE MATTERS AND HAS AGREED TO CEASE AND DESIST IN THEFUTURE FROM THE ALLEGED IMPROPER CONDUCT. PURSUANT TO THESETTLEMENT DOCUMENTS, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS A CIVIL PENALTY, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS DISGORGEMENT OF COMMISSIONS AND FEES, AND$7,500,000 OF THIS AMOUNT SHALL BE USED TO FUND THEPROCUREMENT OF INDEPENDENT RESEARCH. AMOUNTS PAID TO THEVARIOUS STATES, INCLUDING THE $615,731 TO THE STATE OF FLORIDAPURSUANT TO THE CONSENT ORDER, SHALL BE APPLIED TO AND REDUCETHE AMOUNT OF THE $12,500,000 CIVIL PENALTY DESCRIBED ABOVE. THEPAYMENTS OF $615,731 TO THE STATE OF FLORIDA WAS MADE ONSEPTEMBER 17, 2003. THE $12,500,000 DISGORGEMENT AMOUNTDESCRIBED ABOVE IS TO BE PAID TO THE UNITED STATES DISTRICTCOURT WITHIN TEN (10) DAYS OF COURT APPROVAL OF THE SECSETTLEMENT AND ENTRY OF FINAL JUDGMENT IN THAT MATTER. THE$7,500,000 TO PROCURE INDEPENDENT RESEARCH SHALL BE DEPOSITEDINTO ESCROW WITHIN THIRTY (30) DAYS OF ENTRY OF THE FINALJUDGMENT.

Disclosure 72 of 134

i

Reporting Source: Firm

Allegations: U.S. BANCORP PIPER JAFFRAY IS ALLEGED TO HAVE VIOLATED AS45.55.025 AND AS 845.55.060 BY: A)ENGAGING IN ACTS & PRACTICES THATCREATED OR MAINTAINED INAPPROPRIATE INFLUENCE BY THEINVESTMENT BANKING DEPARTMENT OVER RESEARCH ANALYSTSTHEREFORE IMPOSING CONFLICTS OF INTEREST ON ITS RESEARCHANALYSTS & FAILING TO MANAGE THESE CONFLICTS IN ADEQUATE ORAPPROPRIATE MANNER; B)THREATENING TO DROP RESEARCHCOVERAGE IF THE FIRM WAS NOT SELECTED AS A LEAD MANAGER IN ANINVESTMENT BANKING TRANSACTION; C)ISSUING RESEARCH REPORTSON ESPERION THERAPEUTICS INC. & TRITON NETWORK SYSTEMS THATDID NOT PROVIDE A SOUND BASIS FOR EVALUATING FACTS REGARDINGTHOSE COMPANIES & THEIR BUSINESS PROSPECTS; CONTAINEDEXAGGERATED OR UNWARRANTED CLAIMS ABOUT THOSE COMPANIES&/OR CONTAINED OPINIONS FOR WHICH THERE WAS NO REASONABLEBASIS; D)MAKING PAYMENTS FOR RESEARCH TO OTHER BROKER-DEALERS NOT INVOLVED IN AN UNDERWRITING TRANSACTION WHEN THEFIRM KNEW THAT THESE PAYMENTS WERE MADE AT LEAST IN PART FORRESEARCH COVERAGE & BY FAILING TO DISCLOSE OR CAUSE TO BEDISCLOSED IN OFFERING DOCUMENTS OR ELSEWHERE THE FACT OFSUCH PAYMENTS; AND E)RECEIVING PAYMENTS FOR RESEARCH FROMOTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRITINGTRANSACTIONS WITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS.

Current Status: Final

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Initiated By: STATE OF ALASKA

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

CEASE AND DESIST

Date Initiated: 08/20/2003

Docket/Case Number: 04-06 S

Principal Product Type: Other

Other Product Type(s): RESEARCH

U.S. BANCORP PIPER JAFFRAY IS ALLEGED TO HAVE VIOLATED AS45.55.025 AND AS 845.55.060 BY: A)ENGAGING IN ACTS & PRACTICES THATCREATED OR MAINTAINED INAPPROPRIATE INFLUENCE BY THEINVESTMENT BANKING DEPARTMENT OVER RESEARCH ANALYSTSTHEREFORE IMPOSING CONFLICTS OF INTEREST ON ITS RESEARCHANALYSTS & FAILING TO MANAGE THESE CONFLICTS IN ADEQUATE ORAPPROPRIATE MANNER; B)THREATENING TO DROP RESEARCHCOVERAGE IF THE FIRM WAS NOT SELECTED AS A LEAD MANAGER IN ANINVESTMENT BANKING TRANSACTION; C)ISSUING RESEARCH REPORTSON ESPERION THERAPEUTICS INC. & TRITON NETWORK SYSTEMS THATDID NOT PROVIDE A SOUND BASIS FOR EVALUATING FACTS REGARDINGTHOSE COMPANIES & THEIR BUSINESS PROSPECTS; CONTAINEDEXAGGERATED OR UNWARRANTED CLAIMS ABOUT THOSE COMPANIES&/OR CONTAINED OPINIONS FOR WHICH THERE WAS NO REASONABLEBASIS; D)MAKING PAYMENTS FOR RESEARCH TO OTHER BROKER-DEALERS NOT INVOLVED IN AN UNDERWRITING TRANSACTION WHEN THEFIRM KNEW THAT THESE PAYMENTS WERE MADE AT LEAST IN PART FORRESEARCH COVERAGE & BY FAILING TO DISCLOSE OR CAUSE TO BEDISCLOSED IN OFFERING DOCUMENTS OR ELSEWHERE THE FACT OFSUCH PAYMENTS; AND E)RECEIVING PAYMENTS FOR RESEARCH FROMOTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRITINGTRANSACTIONS WITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS.

Resolution Date: 08/29/2003

Resolution:

Other Sanctions Ordered: $125,000 TO THE STATE OF ALASKA

Sanction Details: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESTIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PRACTICES BY THE SEC, NYSE, NASD AND AMULTI-STATE TASK FORCE. UNDER THE TERMS OF THE SETTLEMENTSREACHED JOINTLY WITH THE SEC, NYSE, NASD AND TASK FORCE, THEFIRM IS REQUIRED TO PAY A TOTAL OF $32,500,000 IN SETTLEMENT OFTHESE MATTERS AND HAS AGREED TO CEASE AND DESIST IN THEFUTURE FROM THE ALLEGED IMPROPER CONDUCT. PURSUANT TO THESETTLEMENT DOCUMENTS, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS A CIVIL PENALTY, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS DISGORGEMENT OF COMMISSIONS AND FEES, AND$7,500,000 OF THIS AMOUNT SHALL BE USED TO FUND THEPROCUREMENT OF INDEPENDENT RESEARCH. AMOUNTS PAID TO THEVARIOUS STATES, INCLUDING THE $125,000 PAID TO THE STATE OFALASKA PURSUANT TO THE CONSENT ORDER, SHALL BE APPLIED TO ANDREDUCE THE AMOUNT OF THE $12,500,000 CIVIL PENALTY DESCRIBEDABOVE. THE PAYMENT OF $125,000 TO THE STATE OF ALASKA WAS MADEON AUGUST 25, 2003. THE $12,500,000 DISGORGEMENT AMOUNTDESCRIBED ABOVE IS TO BE PAID TO THE UNITED STATES DISTRICTCOURT WITHIN TEN (10) DAYS OF COURT APPROVAL OF THE SECSETTLEMENT AND ENTRY OF FINAL JUDGMENT IN THAT MATTER. THE$7,500,000 TO PROCURE INDEPENDENT RESEARCH SHALL BE DEPOSITEDINTO ESCROW WITHIN THIRTY (30) DAYS OF ENTRY OF FINAL JUDGMENT.

Sanctions Ordered: Monetary/Fine $12,500,000.00Cease and Desist/Injunction

Order

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WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESTIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PRACTICES BY THE SEC, NYSE, NASD AND AMULTI-STATE TASK FORCE. UNDER THE TERMS OF THE SETTLEMENTSREACHED JOINTLY WITH THE SEC, NYSE, NASD AND TASK FORCE, THEFIRM IS REQUIRED TO PAY A TOTAL OF $32,500,000 IN SETTLEMENT OFTHESE MATTERS AND HAS AGREED TO CEASE AND DESIST IN THEFUTURE FROM THE ALLEGED IMPROPER CONDUCT. PURSUANT TO THESETTLEMENT DOCUMENTS, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS A CIVIL PENALTY, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS DISGORGEMENT OF COMMISSIONS AND FEES, AND$7,500,000 OF THIS AMOUNT SHALL BE USED TO FUND THEPROCUREMENT OF INDEPENDENT RESEARCH. AMOUNTS PAID TO THEVARIOUS STATES, INCLUDING THE $125,000 PAID TO THE STATE OFALASKA PURSUANT TO THE CONSENT ORDER, SHALL BE APPLIED TO ANDREDUCE THE AMOUNT OF THE $12,500,000 CIVIL PENALTY DESCRIBEDABOVE. THE PAYMENT OF $125,000 TO THE STATE OF ALASKA WAS MADEON AUGUST 25, 2003. THE $12,500,000 DISGORGEMENT AMOUNTDESCRIBED ABOVE IS TO BE PAID TO THE UNITED STATES DISTRICTCOURT WITHIN TEN (10) DAYS OF COURT APPROVAL OF THE SECSETTLEMENT AND ENTRY OF FINAL JUDGMENT IN THAT MATTER. THE$7,500,000 TO PROCURE INDEPENDENT RESEARCH SHALL BE DEPOSITEDINTO ESCROW WITHIN THIRTY (30) DAYS OF ENTRY OF FINAL JUDGMENT.

Disclosure 73 of 134

i

Reporting Source: Regulator

Initiated By: GEORGIA SECRETARY OF STATE - SECURITIES DIVISION.

Principal Sanction(s)/ReliefSought:

Cease and Desist

Other Sanction(s)/ReliefSought:

THE RESPONDENT SHALL PAY $315,388.00 IN CIVIL PENALTIES TO GA.

Date Initiated: 09/08/2003

Docket/Case Number: EN-19521

URL for Regulatory Action:

Principal Product Type: Other

Other Product Type(s): SEE #7.

Allegations: THE RESPONDENT SETTLED ALLEGATIONS THAT UNDUE INFLUENCE BYTHE INVESTMENT BANKING DIVISION ON SECURITIES RESEARCH AT THEFIRM RESULTED IN TAINTED RESEARCH.

Current Status: Final

Resolution Date: 09/25/2003

Resolution:

Other Sanctions Ordered: SEE #2

Does the order constitute afinal order based onviolations of any laws orregulations that prohibitfraudulent, manipulative, ordeceptive conduct?

Yes

Sanctions Ordered: Monetary/Fine $315,388.00Cease and Desist/Injunction

Consent

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Other Sanctions Ordered: SEE #2

Sanction Details: FIRM AGREED TO PAY MONETEARY PENALTIES. FIRM ALSO AGREED TOREFORM PRACTICES TO MINIMIZE THE POSSIBILITY OF FUTURECONFLICTS OF INTEREST.

iReporting Source: Firm

Initiated By: STATE OF GEORGIA

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

CEASE AND DESIST

Date Initiated: 08/29/2003

Docket/Case Number: EN-19521

Principal Product Type: Other

Other Product Type(s): RESEARCH

Allegations: U.S. BANCORP PIPER JAFFRAY IS ALLEGED TO HAVE VIOLATED O.C.G.A.10-5-4(A)(8)AND 10-5-12(A)(1) AND RULE 590-4-2-.14(1) BY: A)ENGAGING INACTS & PRACTICES THAT CREATED OR MAINTAINED INAPPROPRIATEINFLUENCE BY THE INVESTMENT BANKING DEPARTMENT OVERRESEARCH ANALYSTS THEREFORE IMPOSING CONFLICTS OF INTERESTON ITS RESEARCH ANALYSTS & FAILING TO MANAGE THESE CONFLICTS INADEQUATE OR APPROPRIATE MANNER; B)THREATENING TO DROPRESEARCH COVERAGE IF THE FIRM WAS NOT SELECTED AS A LEADMANAGER IN AN INVESTMENT BANKING TRANSACITON; C)ISSUINGRESEARCH REPORTS ON ESPERION THERAPEUTICS INC. & TRITONNETWORK SYSTEMS THAT DID NOT PROVIDE A SOUND BASIS FOREVALUATING FACTS REGARDING THOSE COMPANIES & THEIR BUSINESSPROSPECTS; CONTAINED EXAGGERATED OR UNWARRANTED CLAIMSABOUT THOSE COMPANIES &/OR CONTAINED OPINIONS FOR WHICHTHERE WAS NO REASONABLE BASIS; D)MAKING PAYMENTS FORRESEARCH TO OTHER BROKER-DEALERS NOT INVOLVED IN ANUNDERWRITING TRANSACTION WHEN THE FIRM KNEW THAT THESEPAYMENTS WERE MADE AT LEAST IN PART FOR RESEARCH COVERAGE &BY FAILING TO DISCLOSE OR CAUSE TO BE DISCLOSED IN OFFERINGDOCUMENTS OR ELSEWHERE THE FACT OF SUCH PAYMENTS; ANDE)RECEIVING PAYMENTS FOR RESEARCH FROM OTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRITING TRANSACTIONSWITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS.

Current Status: Final

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Other Sanction(s)/ReliefSought:

CEASE AND DESIST

Resolution Date: 09/25/2003

Resolution:

Other Sanctions Ordered: $315,388 TO THE STATE OF GEORGIA

Sanction Details: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESTIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PRACTICES BY THE SEC, NYSE, NASD AND AMULTI-STATE TASK FORCE. UNDER THE TERMS OF THE SETTLEMENTSREACHED JOINTLY WITH THE SEC, NYSE, NASD AND TASK FORCE, THEFIRM IS REQUIRED TO PAY A TOTAL OF $32,500,000 IN SETTLEMENT OFTHESE MATTERS AND HAS AGREED TO CEASE AND DESIST IN THEFUTURE FROM THE ALLEGED IMPROPER CONDUCT. PURSUANT TO THESETTLEMENT DOCUMENTS, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS A CIVIL PENALTY, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS DISGORGEMENT OF COMMISSIONS AND FEES, AND$7,500,000 OF THIS AMOUNT SHALL BE USED TO FUND THEPROCUREMENT OF INDEPENDENT RESEARCH. AMOUNTS PAID TO THEVARIOUS STATES, INCLUDING THE $315,388 PAID TO THE STATE OFGEORGIA PURSUANT TO THE CONSENT ORDER, SHALL BE APPLIED TOAND REDUCE THE AMOUNT OF THE $12,500,000 CIVIL PENALTYDESCRIBED ABOVE. THE PAYMENT OF $315,388 TO THE STATE OFGEORGIA WAS MADE ON SEPTEMBER 2, 2003. THE $12,500,000DISGORGEMENT AMOUNT DESCRIBED ABOVE IS TO BE PAID TO THEUNITED STATES DISTRICT COURT WITHIN TEN (10) DAYS OF COURTAPPROVAL OF THE SEC SETTLEMENT AND ENTRY OF FINAL JUDGMENT INTHAT MATTER. THE $7,500,000 TO PROCURE INDEPENDENT RESEARCHSHALL BE DEPOSITED INTO ESCROW WITHIN THIRTY (30) DAYS OF ENTRYOF THE FINAL JUDGMENT.

Sanctions Ordered: Monetary/Fine $12,500,000.00Cease and Desist/Injunction

Order

Disclosure 74 of 134

i

Reporting Source: Firm

Allegations: U.S. BANCORP PIPER JAFFRAY IS ALLEGED TO HAVE VIOLATED WYOMINGSECURITIES ACT BY: A)ENGAGING IN ACTS & PRACTICES THAT CREATEDOR MAINTAINED INAPPROPRIATE INFLUENCE BY THE INVESTMENTBANKING DEPARTMENT OVER RESEARCH ANALYSTS THEREFOREIMPOSING CONFLICTS OF INTEREST ON ITS RESEARCH ANALYSTS &FAILING TO MANAGE THESE CONFLICTS IN ADEQUATE OR APPROPRIATEMANNER; B)THREATENING TO DROP RESEARCH COVERAGE IF THE FIRMWAS NOT SELECTED AS A LEAD MANAGER IN AN INVESTMENT BANKINGTRANSACTION; C)ISSUING RESEARCH REPORTS ON ESPERIONTHERAPEUTICS INC. & TRITON NETWORK SYSTEMS THAT DID NOTPROVIDE A SOUND BASIS FOR EVALUATING FACTS REGARDING THOSECOMPANIES & THEIR BUSINESS PROSPECTS; CONTAINED EXAGGERATEDOR UNWARRANTED CLAIMS ABOUT THOSE COMPANIES &/OR CONTAINEDOPINIONS FOR WHICH THERE WAS NO REASONABLE BASIS; D)MAKINGPAYMENTS FOR RESEARCH TO OTHER BROKER-DEALERS NOT INVOLVEDIN AN UNDERWRITING TRANSACTION WHEN THE FIRM KNEW THAT THESEPAYMENTS WERE MADE AT LEAST IN PART FOR RESEARCH COVERAGE &BY FAILING TO DISCLOSE OR CAUSE TO BE DISCLOSED IN OFFERINGDOCUMENTS OR ELSEWHERE THE FACT OF SUCH PAYMENTS; ANDE)RECEIVING PAYMENTS FOR RESEARCH FROM OTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRITING TRANSACTIONSWITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS.

Current Status: Final

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Initiated By: STATE OF WYOMING

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

CEASE AND DESIST

Date Initiated: 08/29/2003

Docket/Case Number: 02-13

Principal Product Type: Other

Other Product Type(s): RESEARCH

U.S. BANCORP PIPER JAFFRAY IS ALLEGED TO HAVE VIOLATED WYOMINGSECURITIES ACT BY: A)ENGAGING IN ACTS & PRACTICES THAT CREATEDOR MAINTAINED INAPPROPRIATE INFLUENCE BY THE INVESTMENTBANKING DEPARTMENT OVER RESEARCH ANALYSTS THEREFOREIMPOSING CONFLICTS OF INTEREST ON ITS RESEARCH ANALYSTS &FAILING TO MANAGE THESE CONFLICTS IN ADEQUATE OR APPROPRIATEMANNER; B)THREATENING TO DROP RESEARCH COVERAGE IF THE FIRMWAS NOT SELECTED AS A LEAD MANAGER IN AN INVESTMENT BANKINGTRANSACTION; C)ISSUING RESEARCH REPORTS ON ESPERIONTHERAPEUTICS INC. & TRITON NETWORK SYSTEMS THAT DID NOTPROVIDE A SOUND BASIS FOR EVALUATING FACTS REGARDING THOSECOMPANIES & THEIR BUSINESS PROSPECTS; CONTAINED EXAGGERATEDOR UNWARRANTED CLAIMS ABOUT THOSE COMPANIES &/OR CONTAINEDOPINIONS FOR WHICH THERE WAS NO REASONABLE BASIS; D)MAKINGPAYMENTS FOR RESEARCH TO OTHER BROKER-DEALERS NOT INVOLVEDIN AN UNDERWRITING TRANSACTION WHEN THE FIRM KNEW THAT THESEPAYMENTS WERE MADE AT LEAST IN PART FOR RESEARCH COVERAGE &BY FAILING TO DISCLOSE OR CAUSE TO BE DISCLOSED IN OFFERINGDOCUMENTS OR ELSEWHERE THE FACT OF SUCH PAYMENTS; ANDE)RECEIVING PAYMENTS FOR RESEARCH FROM OTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRITING TRANSACTIONSWITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS.

Resolution Date: 09/03/2003

Resolution:

Other Sanctions Ordered: $125,000 TO THE STATE OF WYOMING

Sanction Details: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESTIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PRACTICES BY THE SEC, NYSE, NASD AND AMULTI-STATE TASK FORCE. UNDER THE TERMS OF THE SETTLEMENTSREACHED JOINTLY WITH THE SEC, NYSE, NASD AND TASK FORCE, THEFIRM IS REQUIRED TO PAY A TOTAL OF $32,500,000 IN SETTLEMENT OFTHESE MATTERS AND HAS AGREED TO CEASE AND DESIST IN THEFUTURE FROM THE ALLEGED IMPROPER CONDUCT. PURSUANT TO THESETTLEMENT DOCUMENTS, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS A CIVIL PENALTY, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS DISGORGEMENT OF COMMISSIONS AND FEES, AND$7,500,000 OF THIS AMOUNT SHALL BE USED TO FUND THEPROCUREMENT OF INDEPENDENT RESEARCH. AMOUNTS PAID TO THEVARIOUS STATES, INCLUDING THE $125,000 TO THE STATE OF WYOMINGPURSUANT TO THE CONSENT ORDER, SHALL BE APPLIED TO AND REDUCETHE AMOUNT OF THE $12,500,000 CIVIL PENALTY DESCRIBED ABOVE. THEPAYMENT OF $125,000 TO THE STATE OF WYOMING WAS MADE ONSEPTEMBER 2, 2003. THE $12,500,000 DISGORGEMENT AMOUNTDESCRIBED ABOVE IS TO BE PAID TO THE UNITED STATES DISTRICTCOURT WITHIN TEN (10) DAYS OF COURT APPROVAL OF THE SECSETTLEMENT AND ENTRY OF FINAL JUDGMENT IN THAT MATTER. THE$7,500,000 TO PROCURE INDEPENDENT RESEARCH SHALL BE DEPOSITEDINTO ESCROW WITHIN THIRTY (30) DAYS OF ENTRY OF THE FINALJUDGMENT.

Sanctions Ordered: Monetary/Fine $12,500,000.00Cease and Desist/Injunction

Order

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www.finra.org/brokercheck User GuidanceWITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESTIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PRACTICES BY THE SEC, NYSE, NASD AND AMULTI-STATE TASK FORCE. UNDER THE TERMS OF THE SETTLEMENTSREACHED JOINTLY WITH THE SEC, NYSE, NASD AND TASK FORCE, THEFIRM IS REQUIRED TO PAY A TOTAL OF $32,500,000 IN SETTLEMENT OFTHESE MATTERS AND HAS AGREED TO CEASE AND DESIST IN THEFUTURE FROM THE ALLEGED IMPROPER CONDUCT. PURSUANT TO THESETTLEMENT DOCUMENTS, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS A CIVIL PENALTY, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS DISGORGEMENT OF COMMISSIONS AND FEES, AND$7,500,000 OF THIS AMOUNT SHALL BE USED TO FUND THEPROCUREMENT OF INDEPENDENT RESEARCH. AMOUNTS PAID TO THEVARIOUS STATES, INCLUDING THE $125,000 TO THE STATE OF WYOMINGPURSUANT TO THE CONSENT ORDER, SHALL BE APPLIED TO AND REDUCETHE AMOUNT OF THE $12,500,000 CIVIL PENALTY DESCRIBED ABOVE. THEPAYMENT OF $125,000 TO THE STATE OF WYOMING WAS MADE ONSEPTEMBER 2, 2003. THE $12,500,000 DISGORGEMENT AMOUNTDESCRIBED ABOVE IS TO BE PAID TO THE UNITED STATES DISTRICTCOURT WITHIN TEN (10) DAYS OF COURT APPROVAL OF THE SECSETTLEMENT AND ENTRY OF FINAL JUDGMENT IN THAT MATTER. THE$7,500,000 TO PROCURE INDEPENDENT RESEARCH SHALL BE DEPOSITEDINTO ESCROW WITHIN THIRTY (30) DAYS OF ENTRY OF THE FINALJUDGMENT.

Disclosure 75 of 134

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Reporting Source: Firm

Allegations: U.S. BANCORP PIPER JAFFRAY IS ALLEGED TO HAVE VIOLATED RHODEISLAND UNIFORM SECURITIES ACT OF 1990 ("RIUSA") 7-11-101 ET SEQ. OFTHE RHODE ISLAND GENERAL LAWS BY: A)ENGAGING IN ACTS &PRACTICES THAT CREATED OR MAINTAINED INAPPROPRIATE INFLUENCEBY THE INVESTMENT BANKING DEPARTMENT OVER RESEARCH ANALYSTSTHEREFORE IMPOSING CONFLICTS OF INTEREST ON ITS RESEARCHANALYSTS & FAILING TO MANAGE THESE CONFLICTS IN ADEQUATE ORAPPROPRIATE MANNER; B)THREATENING TO DROP RESEARCHCOVERAGE IF THE FIRM WAS NOT SELECTED AS A LEAD MANAGER IN ANINVESTMENT BANKING TRANSACTION; C)ISSUING RESEARCH REPORTSON ESPERION THERAPEUTICS INC. & TRITON NETWORK SYSTEMS THATDID NOT PROVIDE A SOUND BASIS FOR EVALUATING FACTS REGARDINGTHOSE COMPANIES & THEIR BUSINESS PROSPECTS; CONTAINEDEXAGGERATED OR UNWARRANTED CLAIMS ABOUT THOSE COMPANIES&/OR CONTAINED OPINIONS FOR WHICH THERE WAS NOT REASONABLEBASIS; D)MAKING PAYMENTS FOR RESEARCH TO OTHER BROKER-DEALERS NOT INVOLVED IN AN UNDERWRITING TRANSACTION WHEN THEFIRM KNEW THAT THESE PAYMENTS WERE MADE AT LEAST IN PART FORRESEARCH COVERAGE & BY FAILING TO DISCLOSE OR CAUSE TO BEDISCLOSED IN OFFERING DOCUMENTS OR ELSEWHERE THE FACT OFSUCH PAYMENTS; AND E)RECEIVING PAYMENTS FOR RESEARCH FROMOTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRITINGTRANSACTIONS WITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS.

Current Status: Final

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Initiated By: STATE OF RHODE ISLAND

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

CEASE AND DESIST

Date Initiated: 09/17/2003

Docket/Case Number: 09-29-2003 IN

Principal Product Type: Other

Other Product Type(s): RESEARCH

U.S. BANCORP PIPER JAFFRAY IS ALLEGED TO HAVE VIOLATED RHODEISLAND UNIFORM SECURITIES ACT OF 1990 ("RIUSA") 7-11-101 ET SEQ. OFTHE RHODE ISLAND GENERAL LAWS BY: A)ENGAGING IN ACTS &PRACTICES THAT CREATED OR MAINTAINED INAPPROPRIATE INFLUENCEBY THE INVESTMENT BANKING DEPARTMENT OVER RESEARCH ANALYSTSTHEREFORE IMPOSING CONFLICTS OF INTEREST ON ITS RESEARCHANALYSTS & FAILING TO MANAGE THESE CONFLICTS IN ADEQUATE ORAPPROPRIATE MANNER; B)THREATENING TO DROP RESEARCHCOVERAGE IF THE FIRM WAS NOT SELECTED AS A LEAD MANAGER IN ANINVESTMENT BANKING TRANSACTION; C)ISSUING RESEARCH REPORTSON ESPERION THERAPEUTICS INC. & TRITON NETWORK SYSTEMS THATDID NOT PROVIDE A SOUND BASIS FOR EVALUATING FACTS REGARDINGTHOSE COMPANIES & THEIR BUSINESS PROSPECTS; CONTAINEDEXAGGERATED OR UNWARRANTED CLAIMS ABOUT THOSE COMPANIES&/OR CONTAINED OPINIONS FOR WHICH THERE WAS NOT REASONABLEBASIS; D)MAKING PAYMENTS FOR RESEARCH TO OTHER BROKER-DEALERS NOT INVOLVED IN AN UNDERWRITING TRANSACTION WHEN THEFIRM KNEW THAT THESE PAYMENTS WERE MADE AT LEAST IN PART FORRESEARCH COVERAGE & BY FAILING TO DISCLOSE OR CAUSE TO BEDISCLOSED IN OFFERING DOCUMENTS OR ELSEWHERE THE FACT OFSUCH PAYMENTS; AND E)RECEIVING PAYMENTS FOR RESEARCH FROMOTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRITINGTRANSACTIONS WITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS.

Resolution Date: 09/24/2003

Resolution:

Other Sanctions Ordered: $125,000 TO THE STATE OF RHODE ISLAND

Sanction Details: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESTIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PRACTICES BY THE SEC, NYSE, NASD AND AMULTI-STATE TASK FORCE. UNDER THE TERMS OF THE SETTLEMENTSREACHED JOINTLY WITH THE SEC, NYSE, NASD AND TASK FORCE, THEFIRM IS REQUIRED TO PAY A TOTAL OF $32,500,000 IN SETTLEMENT OFTHESE MATTERS AND HAS AGREED TO CEASE AND DESIST IN THEFUTURE FROM THE ALLEGED IMPROPER CONDUCT. PURSUANT TO THESETTLEMENT DOCUMENTS, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS A CIVIL PENALTY, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS DISGORGEMENT OF COMMISSIONS AND FEES, AND$7,500,000 OF THIS AMOUNT SHALL BE USED TO FUND THEPROCUREMENT OF INDEPENDENT RESEARCH. AMOUNTS PAID TO THEVARIOUS STATES, INCLUDING THE $125,000 PAID TO THE STATE OF RHODEISLAND PURSUANT TO THE CONSENT ORDER, SHALL BE APPLIED TO ANDREDUCE THE AMOUNT OF THE $12,500,000 CIVIL PENALTY DESCRIBEDABOVE. THE PAYMENT OF $125,000 TO THE STATE OF RHODE ISLAND WASMADE ON SEPTEMBER 17, 2003. THE $12,500,000 DISGORGEMENT AMOUNTDESCRIBED ABOVE IS TO BE PAID TO THE UNITED STATES DISTRICTCOURT WITHIN TEN (10) DAYS OF COURT APPROVAL OF THE SECSETTLEMENT AND ENTRY OF FINAL JUDGMENT IN THAT MATTER. THE$7,500,000 TO PROCURE INDEPENDENT RESEARCH SHALL BE DEPOSITEDINTO ESCROW WITHIN THIRTY (30) DAYS OF ENTRY OF THE FINALJUDGMENT.

Sanctions Ordered: Monetary/Fine $12,500,000.00Cease and Desist/Injunction

Order

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WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESTIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PRACTICES BY THE SEC, NYSE, NASD AND AMULTI-STATE TASK FORCE. UNDER THE TERMS OF THE SETTLEMENTSREACHED JOINTLY WITH THE SEC, NYSE, NASD AND TASK FORCE, THEFIRM IS REQUIRED TO PAY A TOTAL OF $32,500,000 IN SETTLEMENT OFTHESE MATTERS AND HAS AGREED TO CEASE AND DESIST IN THEFUTURE FROM THE ALLEGED IMPROPER CONDUCT. PURSUANT TO THESETTLEMENT DOCUMENTS, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS A CIVIL PENALTY, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS DISGORGEMENT OF COMMISSIONS AND FEES, AND$7,500,000 OF THIS AMOUNT SHALL BE USED TO FUND THEPROCUREMENT OF INDEPENDENT RESEARCH. AMOUNTS PAID TO THEVARIOUS STATES, INCLUDING THE $125,000 PAID TO THE STATE OF RHODEISLAND PURSUANT TO THE CONSENT ORDER, SHALL BE APPLIED TO ANDREDUCE THE AMOUNT OF THE $12,500,000 CIVIL PENALTY DESCRIBEDABOVE. THE PAYMENT OF $125,000 TO THE STATE OF RHODE ISLAND WASMADE ON SEPTEMBER 17, 2003. THE $12,500,000 DISGORGEMENT AMOUNTDESCRIBED ABOVE IS TO BE PAID TO THE UNITED STATES DISTRICTCOURT WITHIN TEN (10) DAYS OF COURT APPROVAL OF THE SECSETTLEMENT AND ENTRY OF FINAL JUDGMENT IN THAT MATTER. THE$7,500,000 TO PROCURE INDEPENDENT RESEARCH SHALL BE DEPOSITEDINTO ESCROW WITHIN THIRTY (30) DAYS OF ENTRY OF THE FINALJUDGMENT.

Disclosure 76 of 134

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Reporting Source: Firm

Initiated By: ARIZONA CORPORATION COMMISSION

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Date Initiated: 08/29/2003

Docket/Case Number: S-03537A-03-0000 DECISION 66295

Principal Product Type: Other

Other Product Type(s): RESEARCH

Allegations: U.S. BANCORP PIPER JAFFRAY IS ALLEGED TO HAVE VIOLATED A.R.S. 44-1961(A)(13) BY: A)ENGAGING IN ACTS & PRACTICES THAT CREATED ORMAINTAINED INAPPROPRIATE INFLUENCE BY THE INVESTMENT BANKINGDEPARTMENT OVER RESEARCH ANALYSTS THEREFORE IMPOSINGCONFLICTS OF INTEREST ON ITS RESEARCH ANALYSTS & FAILING TOMANAGE THESE CONFLICTS IN ADEQUATE OR APPROPRIATE MANNER;B)THREATENING TO DROP RESEARCH COVERAGE IF THE FIRM WAS NOTSELECTED AS A LEAD MANAGER IN AN INVESTMENT BANKINGTRANSACTION; C)ISSUING RESEARCH REPORTS ON ESPERIONTHERAPEUTICS INC. & TRITON NETWORK SYSTEMS THAT DID NOTPROVIDE A SOUND BASIS FOR EVALUATING FACTS REGARDING THOSECOMPANIES & THEIR BUSINESS PROSPECTS; CONTAINED EXAGGERATEDOR UNWARRANTED CLAIMS ABOUT THOSE COMPANIES &/OR CONTAINEDOPINIONS FOR WHICH THERE WAS NO REASONABLE BASIS; D)MAKINGPAYMENTS FOR RESEARCH TO OTHER BROKER-DEALERS NOT INVOLVEDIN AN UNDERWRITING TRANSACTION WHEN THE FIRM KNEW THAT THESEPAYMENTS WERE MADE AT LEAST IN PART FOR RESEARCH COVERAGE &BY FAILING TO DISCLOSE OR CAUSE TO BE DISCLOSED IN OFFERINGDOCUMENTS OR ELSEWHERE THE FACT OF SUCH PAYMENTS; ANDE)RECEIVING PAYMENTS FOR RESEARCH FROM OTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRTING TRANSACTIONSWITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS.

Current Status: Final

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Other Sanction(s)/ReliefSought:

CEASE AND DESIST

Resolution Date: 09/24/2003

Resolution:

Other Sanctions Ordered: $197,660 TO THE ARIZONA CORPORATION COMMISSION

Sanction Details: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESTIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PRACTICES BY THE SEC, NYSE, NASD AND AMULTI-STATE TASK FORCE. UNDER THE TERMS OF THE SETTLEMENTSREACHED JOINTLY WITH THE SEC, NYSE, NASD AND TASK FORCE, THEFIRM IS REQUIRED TO PAY A TOTAL OF $32,500,000 IN SETTLEMENT OFTHESE MATTERS AND HAS AGREED TO CEASE AND DESIST IN THEFUTURE FROM THE ALLEGED IMPROPER CONDUCT. PURSUANT TO THESETTLEMENT DOCUMENTS, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS A CIVIL PENALTY, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS DISGORGEMENT OF COMMISSIONS AND FEES, AND$7,500,000 OF THIS AMOUNT SHALL BE USED TO FUND THEPROCUREMENT OF INDEPENDENT RESEARCH. AMOUNTS PAID TO THEVARIOUS STATES, INCLUDING THE $197,660 TO THE ARIZONACORPORATION COMMISSION PURSUANT TO THE CONSENT ORDER, SHALLBE APPLIED TO AND REDUCE THE AMOUNT OF THE $12,500,000 CIVILPENALTY DESCRIBED ABOVE. THE PAYMENT OF $197,660 TO THE ARIZONACORPORATION COMMISSION WAS MADE ON SEPTEMBER 2, 2003. THE$12,500,000 DISGORGEMENT AMOUNT DESCRIBED ABOVE IS TO BE PAIDTO THE UNITED STATES DISTRICT COURT WITHIN TEN (10) DAYS OFCOURT APPROVAL OF THE SEC SETTLEMENT AND ENTRY OF FINALJUDGMENT IN THAT MATTER. THE $7,500,000 TO PROCURE INDEPENDENTRESEARCH SHALL BE DEPOSITED INTO ESCROW WITHIN THIRTY (30)DAYS OF ENTRY OF THE FINAL JUDGMENT.

Sanctions Ordered: Monetary/Fine $12,500,000.00Cease and Desist/Injunction

Order

Disclosure 77 of 134

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Reporting Source: Regulator

Allegations: THE SECURITIES COMMISSIONER FINDS THAT US BANCORP PIPERJAFFRAY INC (USBPJ) ENGAGED IN ACTS AND PRACTICES THAT CREATEDAND/OR MAINTAINED INAPPROPRIATE INFLUENCE BY INVESTMENTBANKING OVER RESEARCH ANALYSTS AND THEREFORE IMPOSEDCONFLICTS OF INTEREST ON RESEARCH ANALYSTS AND FAILED TOMANAGE THESE CONFLICTS IN AN ADEQUATE AND APPROPRIATE MANNERIN VIOLATION OF THE TEXAS SECURITIES ACT RELATING TO INEQUITABLEPRACTICES IN THE SALE OF SECURITIES AND THAT USBPJ HASCOMMITTED INEQUITABLE PRACTICES IN THE SALE OF SECURITIESUNDER SECTION 14.A(3) OF THE TEXAS SECURITIES ACT, BY ISSUINGRESEARCH THAT CONTAINED OPINIONS FOR WHICH THERE WAS NOREASONABLE BASIS AND/OR EXAGGERATED OR UNWARRENTED CLAIMS.THE SECURITIES COMMISSIONER ALSO FINDS THAT USBPJINAPPROPRIATELY THREATENED EXECUTIVES OF A POTENTIALINVESTMENT-BANKING CLIENT BY STATING THAT THEY WOULD DROPRESEARCH COVERAGE OF THE COMPANY IF THE FIRM WAS NOTSELECTED AS THE LEAD MANAGER IN AN INVESTMENT BANKINGTRANSACTION, WHICH CONSTITUTES INEQUITABLE PRACTICES IN THESALE OF SECURITIES UNDER THE TEXAS SECURITIES ACT AND THATUSBPJ RECEIVED COMPENSATION DIRECTLY OR INDIRECTLY, FROM ANISSUER, UNDERWRITER OR DEALER, IN PART, FOR ISSUING RESEARCHREPORTS, WITHOUT FULLY DISCLOSING THE RECEIPT OR THE AMOUNTOF THE COMPENSATION. THE SECURITIES COMMISSIONER FINDS THATUSBPJ MADE PAYMENTS FOR RESEARCH TO OTHER BROKER-DEALERSNOT INVOLVED IN AN UNDERWRITING TRANSACTION, WHEN THE FIRMKNEW THAT THESE PAYMENTS WERE MADE, AT LEAST IN PART, FORRESERACH COVERAGE, AND FAILED TO DISCLOSE OR CAUSE TO BEDISCLOSED IN OFFERING DOCUMENTS OR ELSEWHERE THE FACT OFSUCH PAYMENTS AND THAT USBPJ FAILED TO ESTABLISH AND ENFORCEWRITTEN SUPERVISORY PROCEDURES REASONABLY DESIGNED TOENSURE THAT ANALYSTS WERE NOT UNDULY INFLUENCED BYINVESTMENT BANKING CONCERNS.

Current Status: Final

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Initiated By: TEXAS

Principal Sanction(s)/ReliefSought:

Cease and Desist

Other Sanction(s)/ReliefSought:

CEASE & DESIST FROM VIOLATING THE TEXAS SECURITIES ACT & ANADMINISTRATIVE FINE AND UNDERTAKING.

Date Initiated: 09/23/2003

Docket/Case Number: SSB DKT NO 03-042;ORDER NO CDO/FIN-1539

URL for Regulatory Action:

Principal Product Type: No Product

Other Product Type(s):

THE SECURITIES COMMISSIONER FINDS THAT US BANCORP PIPERJAFFRAY INC (USBPJ) ENGAGED IN ACTS AND PRACTICES THAT CREATEDAND/OR MAINTAINED INAPPROPRIATE INFLUENCE BY INVESTMENTBANKING OVER RESEARCH ANALYSTS AND THEREFORE IMPOSEDCONFLICTS OF INTEREST ON RESEARCH ANALYSTS AND FAILED TOMANAGE THESE CONFLICTS IN AN ADEQUATE AND APPROPRIATE MANNERIN VIOLATION OF THE TEXAS SECURITIES ACT RELATING TO INEQUITABLEPRACTICES IN THE SALE OF SECURITIES AND THAT USBPJ HASCOMMITTED INEQUITABLE PRACTICES IN THE SALE OF SECURITIESUNDER SECTION 14.A(3) OF THE TEXAS SECURITIES ACT, BY ISSUINGRESEARCH THAT CONTAINED OPINIONS FOR WHICH THERE WAS NOREASONABLE BASIS AND/OR EXAGGERATED OR UNWARRENTED CLAIMS.THE SECURITIES COMMISSIONER ALSO FINDS THAT USBPJINAPPROPRIATELY THREATENED EXECUTIVES OF A POTENTIALINVESTMENT-BANKING CLIENT BY STATING THAT THEY WOULD DROPRESEARCH COVERAGE OF THE COMPANY IF THE FIRM WAS NOTSELECTED AS THE LEAD MANAGER IN AN INVESTMENT BANKINGTRANSACTION, WHICH CONSTITUTES INEQUITABLE PRACTICES IN THESALE OF SECURITIES UNDER THE TEXAS SECURITIES ACT AND THATUSBPJ RECEIVED COMPENSATION DIRECTLY OR INDIRECTLY, FROM ANISSUER, UNDERWRITER OR DEALER, IN PART, FOR ISSUING RESEARCHREPORTS, WITHOUT FULLY DISCLOSING THE RECEIPT OR THE AMOUNTOF THE COMPENSATION. THE SECURITIES COMMISSIONER FINDS THATUSBPJ MADE PAYMENTS FOR RESEARCH TO OTHER BROKER-DEALERSNOT INVOLVED IN AN UNDERWRITING TRANSACTION, WHEN THE FIRMKNEW THAT THESE PAYMENTS WERE MADE, AT LEAST IN PART, FORRESERACH COVERAGE, AND FAILED TO DISCLOSE OR CAUSE TO BEDISCLOSED IN OFFERING DOCUMENTS OR ELSEWHERE THE FACT OFSUCH PAYMENTS AND THAT USBPJ FAILED TO ESTABLISH AND ENFORCEWRITTEN SUPERVISORY PROCEDURES REASONABLY DESIGNED TOENSURE THAT ANALYSTS WERE NOT UNDULY INFLUENCED BYINVESTMENT BANKING CONCERNS.

Resolution Date: 09/23/2003

Resolution: Order

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Resolution Date: 09/23/2003

Other Sanctions Ordered: CEASE AND DESIST FROM VIOLATING THE TEXAS SECURITIES ACT ANDCOMPLY WITH THE TERMS OF THE UNDERTAKING.

Sanction Details: ADMINISTRATIVE FINE WAS PAID CONTEMPORANEOUSLY WITH THEDELIVERY OF THE ORDER.

Sanctions Ordered: Monetary/Fine $803,329.00Cease and Desist/Injunction

iReporting Source: Firm

Initiated By: TEXAS STATE SECURITIES BOARD

Date Initiated: 09/17/2003

Docket/Case Number: CDO/FIN-1539; SSB DOCKET NO. 03-042

Principal Product Type: Other

Other Product Type(s): RESEARCH

Allegations: U.S. BANCORP PIPER JAFFRAY IS ALLEGED TO HAVE VIOLATED SECTION14.A(3) OF THE TEXAS SECURITIES ACT, AND SECTION 115.10 OF THERULES & REGULATIONS OF THE TEXAS SECURITIES BOARD BY:A)ENGAGING IN ACTS & PRACTICES THAT CREATED OR MAINTAINEDINAPPROPRIATE INFLUENCE BY THE INVESTMENT BANKING DEPARTMENTOVER RESEARCH ANALYSTS THEREFORE IMPOSING CONFLICTS OFINTEREST ON ITS RESEARCH ANALYSTS & FAILING TO MANAGE THESECONFLICTS IN ADEQUATE OR APPROPRIATE MANNER; B)THREATENING TODROP RESEARCH COVERAGE IF THE FIRM WAS NOT SELECTED AS A LEADMANAGER IN AN INVESTMENT BANKING TRANSACTION; C)ISSUINGRESEARCH REPORTS ON ESPERION THERAPEUTICS INC. & TRITONNETWORK SYSTEMS THAT DID NOT PROVIDE A SOUND BASIS FOREVALUATING FACTS REGARDING THOSE COMPANIES & THEIR BUSINESSPROSPECTS; CONTAINED EXAGGERATED OR UNWARRANTED CLAIMSABOUT THOSE COMPANIES &/OR CONTAINED OPINIONS WHICH THEREWAS NO REASONABLE BASIS; D)MAKING PAYMENTS FOR RESEARCH TOOTHER BROKER-DEALERS NOT INVOLVED IN AN UNDERWRITINGTRANSACTION WHEN THE FIRM KNEW THAT THESE PAYMENTS WEREMADE AT LEAST IN PART FOR RESEARCH COVERAGE & BY FAILING TODISCLOSE OR CAUSE TO BE DISCLOSED IN OFFERING DOCUMENTS ORELSEWHERE THE FACT OF SUCH PAYMENTS; AND E)RECEIVINGPAYMENTS FOR RESEARCH FROM OTHER BROKER-DEALERS INCONJUNCTION WITH UNDERWRITING TRANSACTIONS WITHOUTDISCLOSING RECEIPT OF SUCH PAYMENTS.

Current Status: Final

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Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

CEASE AND DESIST

Other Product Type(s): RESEARCH

Resolution Date: 09/30/2003

Resolution:

Other Sanctions Ordered: $803,329 TO THE STATE OF TEXAS

Sanction Details: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESTIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PRACTICES BY THE SEC, NYSE, NASD AND AMULTI-STATE STATE TASK FORCE. UNDER THE TERMS OF THESETTLEMENTS REACHED JOINTLY WITH THE SEC, NYSE, NASD AND TASKFORCE, THE FIRM IS REQUIRED TO PAY A TOTAL OF $32,500,000 INSETTLEMENT OF THESE MATTERS AND HAS AGREED TO CEASE ANDDESIST IN THE FUTURE FROM THE ALLEGED IMPROPER CONDUCT.PURSUANT TO THE SETTLEMENT DOCUMENTS, $12,500,000 OF THISAMOUNT SHALL BE DESIGNATED AS A CIVIL PENALTY, $12,500,000 OF THISAMOUNT SHALL BE DESIGNATED AS DISGORGEMENT OF COMMISSIONSAND FEES, AND $7,500,000 OF THIS AMOUNT SHALL BE USED TO FUND THEPROCUREMENT OF INDEPENDENT RESEARCH. AMOUNTS PAID TO THEVARIOUS STATES, INCLUDING THE $803,329 TO THE STATE OF TEXASPURSUANT TO THE CONSENT ORDER, SHALL BE APPLIED TO AND REDUCETHE AMOUNT OF THE $12,500,000 CIVIL PENALTY DESCRIBED ABOVE. THEPAYMENT OF $803,329 TO THE STATE OF TEXAS WAS MADE ONSEPTEMBER 17, 2003. THE $12,500,000 DISGORGEMENT AMOUNTDESCRIBED ABOVE IS TO BE PAID TO THE UNITED STATES DISTRICTCOURT WITHIN TEN (10) DAYS OF COURT APPROVAL OF THE SECSETTLEMENT AND ENTRY OF FINAL JUDGMENT IN THAT MATTER. THE$7,500,000 TO PROCURE INDEPENDENT RESEARCH SHALL BE DEPOSITEDINTO ESCROW WITHIN THIRTY (30) DAYS OF ENTRY OF THE FINALJUDGMENT.

Sanctions Ordered: Monetary/Fine $12,500,000.00Cease and Desist/Injunction

Order

Disclosure 78 of 134

i

Reporting Source: Firm

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Initiated By: STATE OF IDAHO

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

CEASE AND DESIST

Date Initiated: 08/20/2003

Docket/Case Number: 2003-7-24

Principal Product Type: Other

Other Product Type(s): RESEARCH

Allegations: U.S. BANCORP PIPER JAFFRAY IS ALLEGED TO HAVE VIOLATED IDAHOCODE 30-1413(7), IDAPA 12.01.08.110 AND IDAPA 12.01.08.119 BY:A)ENGAGING IN ACTS & PRACTICES THAT CREATED OR MAINTAINEDINAPPROPRIATE INFLUENCE BY THE INVESTMENT BANKING DEPARTMENTOVER RESEARCH ANALYSTS THEREFORE IMPOSING CONFLICTS OFINTEREST ON ITS RESEARCH ANALYSTS & FAILING TO MANAGE THESECONFLICTS IN ADEQUATE OR APPROPRIATE MANNER; B)THREATENING TODROP RESEARCH COVERAGE IF THE FIRM WAS NOT SELECTED AS A LEADMANAGER IN AN INVESTMENT BANKING TRANSACTION; C)ISSUINGRESEARCH REPORTS ON ESPERION THERAPEUTICS INC. & TRITONNETWORK SYSTEMS THAT DID NOT PROVIDE A SOUND BASIS FOREVALUATING FACTS REGARDING THOSE COMPANIES & THEIR BUSINESSPROSPECTS; CONTAINED EXAGGERATED OR UNWARRANTED CLAIMSABOUT THOSE COMPANIES &/OR CONTAINED OPINIONS FOR WHICHTHERE WAS NO REASONABLE BASIS; D)MAKING PAYMENTS FORRESEARCH TO OTHER BROKER-DEALERS NOT INVOLVED IN ANUNDERWRITING TRANSACTION WHEN THE FIRM KNEW THAT THESEPAYMENTS WERE MADE AT LEAST IN PART FOR RESEARCH COVERAGE &BY FAILING TO DISCLOSE OR CAUSE TO BE DISCLOSED IN OFFERINGDOCUMENTS OR ELSEWHERE THE FACT OF SUCH PAYMENTS; ANDE)RECEIVING PAYMENTS FOR RESEARCH FROM OTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRITING TRANSACTIONSWITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS.

Current Status: Final

Resolution Date: 09/18/2003

Resolution:

Other Sanctions Ordered: $125,000 TO THE STATE OF IDAHO

Sanction Details: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESTIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PRACTICES BY THE SEC, NYSE, NASD AND AMULTI-STATE TASK FORCE. UNDER THE TERMS OF THE SETTLEMENTSREACHED JOINTLY WITH THE SEC, NYSE, NASD AND TASK FORCE, THEFIRM IS REQUIRED TO PAY A TOTAL OF $32,500,000 IN SETTLEMENT OFTHESE MATTERS AND HAS AGREED TO CEASE AND DESIST IN THEFUTURE FROM THE ALLEGED IMPROPER CONDUCT. PURSUANT TO THESETTLEMENT DOCUMENTS, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS A CIVIL PENALTY, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS DISGORGEMENT OF COMMISSIONS AND FEES, AND$7,500,000 OF THIS AMOUNT SHALL BE USED TO FUND THEPROCUREMENT OF INDEPENDENT RESEARCH. AMOUNTS PAID TO THEVARIOUS STATES, INCLUDING THE $125,000 PAID TO THE STATE OF IDAHOPURSUANT TO THE CONSENT ORDER, SHALL BE APPLIED TO AND REDUCETHE AMOUNT OF THE $12,500,000 CIVIL PENALTY DESCRIBED ABOVE. THEPAYMENT OF $125,000 TO THE STATE OF IDAHO WAS MADE ONSEPTEMBER 17, 2003. THE $12,500,000 DISGORGEMENT AMOUNTDESCRIBED ABOVE IS TO BE PAID TO THE UNITED STATES DISTRICTCOURT WITHIN TEN (10) DAYS OF COURT APPROVAL OF THE SECSETTLEMENT AND ENTRY OF FINAL JUDGMENT IN THAT MATTER. THE$7,500,000 TO PROCURE INDEPENDENT RESEARCH SHALL BE DEPOSITEDINTO ESCROW WITHIN THIRTY (30) DAYS OF ENTRY OF THE FINALJUDGMENT.

Sanctions Ordered: Monetary/Fine $12,500,000.00Cease and Desist/Injunction

Order

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Sanction Details: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESTIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PRACTICES BY THE SEC, NYSE, NASD AND AMULTI-STATE TASK FORCE. UNDER THE TERMS OF THE SETTLEMENTSREACHED JOINTLY WITH THE SEC, NYSE, NASD AND TASK FORCE, THEFIRM IS REQUIRED TO PAY A TOTAL OF $32,500,000 IN SETTLEMENT OFTHESE MATTERS AND HAS AGREED TO CEASE AND DESIST IN THEFUTURE FROM THE ALLEGED IMPROPER CONDUCT. PURSUANT TO THESETTLEMENT DOCUMENTS, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS A CIVIL PENALTY, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS DISGORGEMENT OF COMMISSIONS AND FEES, AND$7,500,000 OF THIS AMOUNT SHALL BE USED TO FUND THEPROCUREMENT OF INDEPENDENT RESEARCH. AMOUNTS PAID TO THEVARIOUS STATES, INCLUDING THE $125,000 PAID TO THE STATE OF IDAHOPURSUANT TO THE CONSENT ORDER, SHALL BE APPLIED TO AND REDUCETHE AMOUNT OF THE $12,500,000 CIVIL PENALTY DESCRIBED ABOVE. THEPAYMENT OF $125,000 TO THE STATE OF IDAHO WAS MADE ONSEPTEMBER 17, 2003. THE $12,500,000 DISGORGEMENT AMOUNTDESCRIBED ABOVE IS TO BE PAID TO THE UNITED STATES DISTRICTCOURT WITHIN TEN (10) DAYS OF COURT APPROVAL OF THE SECSETTLEMENT AND ENTRY OF FINAL JUDGMENT IN THAT MATTER. THE$7,500,000 TO PROCURE INDEPENDENT RESEARCH SHALL BE DEPOSITEDINTO ESCROW WITHIN THIRTY (30) DAYS OF ENTRY OF THE FINALJUDGMENT.

Disclosure 79 of 134

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Reporting Source: Firm

Allegations: U.S. BANCORP PIPER JAFFRAY IS ALLEGED TO HAVE VIOLATED 6 DEL.C.73116(A)(7) AND DEL.C. 7316(A)(10) BY A) ENGAGING IN ACTS & PRACTICESTHAT CREATED OR MAINTAINED INAPPROPRIATE INFLUENCE BY THEINVESTMENT BANKING DEPARTMENT OVER RESEARCH ANLAYSTSTHEREFORE IMPOSING CONFLICTS OF INTEREST ON ITS RESEARCHANALYSTS & FAILING TO MANAGE THESE CONFLICTS IN ADEQUATE ORAPPROPRIATE MANNER; B)THREATENING TO DROP RESEARCHCOVERAGE IF THE FIRM WAS NOT SELECTED AS A LEAD MANAGER IN ANINVESTMENT BANKING TRANSACTION; C)ISSUING RESEARCH REPORTSON ESPERION THERAPEUTICS INC. & TRITON NETWORK SYSTEMS THATDID NOT PROVIDE A SOUND BASIS FOR EVALUATING FACTS REGARDINGTHOSE COMPANIES & THEIR BUSINESS PROSPECTS; CONTAINEDEXAGGERATED OR UNWARRANTED CLAIMS ABOUT THOSE COMPANIES&/OR CONTAINED OPINIONS FOR WHICH THERE WAS NO REASONABLEBASIS; D)MAKING PAYMENTS FOR RESEARCH TO OTHER BROKER-DEALERS NOT INVOLVED IN AN UNDERWRITING TRANSACTION WHEN THEFIRM KNEW THAT THESE PAYMENTS WERE MADE AT LEAST IN PART FORRESEARCH COVERAGE & BY FAILING TO DISCLOSE OR CAUSE TO BEDISCLOSED IN OFFERING DOCUMENTS OR ELSEWHERE THE FACT OFSUCH PAYMENTS; AND E)RECEIVING PAYMENTS FOR RESEARCH FROMOTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRITINGTRANSACTIONS WITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS.

Current Status: Final

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Initiated By: STATE OF DELAWARE

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

CEASE AND DESIST

Date Initiated: 08/29/2003

Docket/Case Number: C.A. NO. 03-6-4

Principal Product Type: Other

Other Product Type(s): RESEARCH

U.S. BANCORP PIPER JAFFRAY IS ALLEGED TO HAVE VIOLATED 6 DEL.C.73116(A)(7) AND DEL.C. 7316(A)(10) BY A) ENGAGING IN ACTS & PRACTICESTHAT CREATED OR MAINTAINED INAPPROPRIATE INFLUENCE BY THEINVESTMENT BANKING DEPARTMENT OVER RESEARCH ANLAYSTSTHEREFORE IMPOSING CONFLICTS OF INTEREST ON ITS RESEARCHANALYSTS & FAILING TO MANAGE THESE CONFLICTS IN ADEQUATE ORAPPROPRIATE MANNER; B)THREATENING TO DROP RESEARCHCOVERAGE IF THE FIRM WAS NOT SELECTED AS A LEAD MANAGER IN ANINVESTMENT BANKING TRANSACTION; C)ISSUING RESEARCH REPORTSON ESPERION THERAPEUTICS INC. & TRITON NETWORK SYSTEMS THATDID NOT PROVIDE A SOUND BASIS FOR EVALUATING FACTS REGARDINGTHOSE COMPANIES & THEIR BUSINESS PROSPECTS; CONTAINEDEXAGGERATED OR UNWARRANTED CLAIMS ABOUT THOSE COMPANIES&/OR CONTAINED OPINIONS FOR WHICH THERE WAS NO REASONABLEBASIS; D)MAKING PAYMENTS FOR RESEARCH TO OTHER BROKER-DEALERS NOT INVOLVED IN AN UNDERWRITING TRANSACTION WHEN THEFIRM KNEW THAT THESE PAYMENTS WERE MADE AT LEAST IN PART FORRESEARCH COVERAGE & BY FAILING TO DISCLOSE OR CAUSE TO BEDISCLOSED IN OFFERING DOCUMENTS OR ELSEWHERE THE FACT OFSUCH PAYMENTS; AND E)RECEIVING PAYMENTS FOR RESEARCH FROMOTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRITINGTRANSACTIONS WITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS.

Resolution Date: 09/11/2003

Resolution:

Other Sanctions Ordered: $125,000 TO THE STATE OF DELAWARE

Sanction Details: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESTIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PRACTICES BY THE SEC, NYSE, NASD AND AMULTI-STATE TASK FORCE. UNDER THE TERMS OF THE SETTLEMENTSREACHED JOINTLY WITH THE SEC, NYSE, NASD AND TASK FORCE, THEFIRM IS REQUIRED TO PAY A TOTAL OF $32,500,000 IN SETTLEMENT OFTHESE MATTERS AND HAS AGREED TO CEASE AND DESIST IN THEFUTURE FROM THE ALLEGED IMPROPER CONDUCT. PURSUANT TO THESETTLEMENT DOCUMENTS, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS A CIVIL PENALTY, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS DISGORGEMENT OF COMMISSIONS AND FEES, AND$7,500,000 OF THIS AMOUNT SHALL BE USED TO FUND THEPROCUREMENT OF INDEPENDENT RESEARCH. AMOUNTS PAID TO THEVARIOUS STATES, INCLUDING THE $125,000 PAID TO THE STATE OFDELAWARE PURSUANT TO THE CONSENT ORDER, SHALL BE APPLIED TOAND REDUCE THE AMOUNT OF THE $12,500,000 CIVIL PENALTYDESCRIBED ABOVE. THE PAYMENT OF $125,000 TO THE STATE OFDELAWARE WAS MADE ON SEPTEMBER 15, 2003. THE $12,500,000DISGORGEMENT AMOUNT DESCRIBED ABOVE IS TO BE PAID TO THEUNITED STATES DISTRICT COURT WITHIN TEN (10) DAYS OF COURTAPPROVAL OF THE SEC SETTLEMENT AND ENTRY OF FINAL JUDGMENT INTHAT MATTER. THE $7,500,000 TO PROCURE INDEPENDENT RESEARCHSHALL BE DEPOSITED INTO ESCROW WITHIN THIRTY (30) DAYS OF ENTRYOF THE FINAL JUDGMENT.

Sanctions Ordered: Monetary/Fine $12,500,000.00Cease and Desist/Injunction

Order

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WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESTIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PRACTICES BY THE SEC, NYSE, NASD AND AMULTI-STATE TASK FORCE. UNDER THE TERMS OF THE SETTLEMENTSREACHED JOINTLY WITH THE SEC, NYSE, NASD AND TASK FORCE, THEFIRM IS REQUIRED TO PAY A TOTAL OF $32,500,000 IN SETTLEMENT OFTHESE MATTERS AND HAS AGREED TO CEASE AND DESIST IN THEFUTURE FROM THE ALLEGED IMPROPER CONDUCT. PURSUANT TO THESETTLEMENT DOCUMENTS, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS A CIVIL PENALTY, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS DISGORGEMENT OF COMMISSIONS AND FEES, AND$7,500,000 OF THIS AMOUNT SHALL BE USED TO FUND THEPROCUREMENT OF INDEPENDENT RESEARCH. AMOUNTS PAID TO THEVARIOUS STATES, INCLUDING THE $125,000 PAID TO THE STATE OFDELAWARE PURSUANT TO THE CONSENT ORDER, SHALL BE APPLIED TOAND REDUCE THE AMOUNT OF THE $12,500,000 CIVIL PENALTYDESCRIBED ABOVE. THE PAYMENT OF $125,000 TO THE STATE OFDELAWARE WAS MADE ON SEPTEMBER 15, 2003. THE $12,500,000DISGORGEMENT AMOUNT DESCRIBED ABOVE IS TO BE PAID TO THEUNITED STATES DISTRICT COURT WITHIN TEN (10) DAYS OF COURTAPPROVAL OF THE SEC SETTLEMENT AND ENTRY OF FINAL JUDGMENT INTHAT MATTER. THE $7,500,000 TO PROCURE INDEPENDENT RESEARCHSHALL BE DEPOSITED INTO ESCROW WITHIN THIRTY (30) DAYS OF ENTRYOF THE FINAL JUDGMENT.

Disclosure 80 of 134

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Reporting Source: Regulator

Initiated By: MICHIGAN

Principal Sanction(s)/ReliefSought:

Injunction

Other Sanction(s)/ReliefSought:

Date Initiated: 09/05/2003

Docket/Case Number: 03-043-M

URL for Regulatory Action:

Principal Product Type: Other

Other Product Type(s): RESEARCH

Allegations: THE SEC SETTLED THEIR ACTION AGAINST THE FIRM IN WHICH IT WASALLEGED THAT THERE WAS A CONFLICT OF INTEREST INVOLVING THERESEARCH ANALYSTS AND INVESTMENT BANKING DIVISIONS OF THEFIRM. THE RESEARCH ANALYSTS WERE SUBJECT TO INAPPROPRIATEINFLUENCE BY INVESTMENT BANKING AT THE FIRM. THE FIRM PAIDOTHER FIRMS FOR THOSE FIRMS TO PUBLISH RESEARCH ON ITSUNDERWRITING CLIENTS WITHOUT ENSURING THAT SUCH PAYMENTSWERE DISCLOSED, AND FAILED TO MAINTAIN APPROPRIATE SUPERVISIONOVER ITS RESEARCH AND INVESTMENT BANKING OPERATIONS.

Current Status: Final

Resolution Date: 09/05/2003

Resolution:

Does the order constitute afinal order based onviolations of any laws orregulations that prohibitfraudulent, manipulative, ordeceptive conduct?

No

Order

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Other Sanctions Ordered: THE FIRM SHALL COMPLY WITH THE ORDER OF JUDGMENT OF THECOURT IN THE CASE BROUGHT BY THE SEC INCLUDING PAYMENT OF THEFINE ORDERED, PART OF WHICH IS TO BE ALLOCATED FOR SETTING UPINDEPENDENT RESEARCH ANALYSTS.

Sanction Details: THE FIRM SHALL COMPLY WITH THE NASD AND NYSE RULES FOR ETHICALBUSINESS CONDUCT

Does the order constitute afinal order based onviolations of any laws orregulations that prohibitfraudulent, manipulative, ordeceptive conduct?

No

Sanctions Ordered: Cease and Desist/Injunction

iReporting Source: Firm

Initiated By: STATE OF MICHIGAN

Date Initiated: 08/29/2003

Docket/Case Number: 03-043-M

Allegations: U.S. BANCORP PIPER JAFFRAY IS ALLEGED TO HAVE VIOLATED MCL451.604(A)(1)(G) AND MCL 451.604(A)(2) BY: A)ENGAGING IN ACTS &PRACTICES THAT CREATED OR MAINTAINED INAPPROPRIATE INFLUENCEBY THE INVESTMENT BANKING DEPARTMENT OVER RESEARCH ANALYSTSTHEREFORE IMPOSING CONFLICTS OF INTEREST ON ITS RESEARCHANALYSTS & FAILING TO MANAGE THESE CONFLICTS IN ADEQUATE ORAPPROPRIATE MANNER; B)THREATENING TO DROP RESEARCHCOVERAGE IF THE FIRM WAS NOT SELECTED AS A LEAD MANAGER IN ANINVESTMENT BANKING TRANSACTION; C)ISSUING RESEARCH REPORTSON ESPERION THERAPEUTICS INC. & TRITON NETWORK SYSTEMS THATDID NOT PROVIDE A SOUND BASIS FOR EVALUATING FACTS REGARDINGTHOSE COMPANIES & THEIR BUSINESS PROSPECTS; CONTAINEDEXAGGERATED OR UNWARRANTED CLAIMS ABOUT THOSE COMPANIES&/OR CONTAINED OPINIONS FOR WHICH THERE WAS NOT REASONABLEBASIS; D)MAKING PAYMENTS FOR RESEARCH TO OTHER BROKER-DEALERS NOT INVOLVED IN AN UNDERWRITING TRANSACTION WHEN THEFIRM KNEW THAT THESE PAYMENTS WERE MADE AT LEAST IN PART FORRESEARCH COVERAGE & BY FAILING TO DISCLOSE OR CAUSE TO BEDISCLOSED IN OFFERING DOCUMENTS OR ELSEWHERE THE FACT OFSUCH PAYMENTS; AND E)RECEIVING PAYMENTS FOR RESEARCH FROMOTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRTINGTRANSACTIONS WITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS.

Current Status: Final

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Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

CEASE AND DESIST

Docket/Case Number: 03-043-M

Principal Product Type: Other

Other Product Type(s): RESEARCH

Resolution Date: 09/05/2003

Resolution:

Other Sanctions Ordered: $382,884 TO THE STATE OF MICHIGAN

Sanction Details: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESTIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PRACTICES BY THE SEC, NYSE, NASD AND AMULTI-STATE TASK FORCE. UNDER THE TERMS OF THE SETTLEMENTSREACHED JOINTLY WITH THE SEC, NYSE, NASD AND TASK FORCE, THEFIRM IS REQUIRED TO PAY A TOTAL OF $32,500,000 IN SETTLEMENT OFTHESE MATTERS AND HAS AGREED TO CEASE AND DESIST IN THEFUTURES FROM THE ALLEGED IMPROPER CONDUCT. PURSUANT TO THESETTLEMENT DOCUMENTS, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS A CIVIL PENALTY, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS DISGORGEMENT OF COMMISSIONS AND FEES, AND$7,500,000 OF THIS AMOUNT SHALL BE USED TO FUND THEPROCUREMENT OF INDEPENDENT RESEARCH. AMOUNTS PAID TO THEVARIOUS STATES, INCLUDING $382,884 PAID TO THE STATE OF MICHIGANPURSUANT TO THE CONSENT ORDER, SHALL BE APPLIED TO AND REDUCETHE AMOUNT OF THE $12,500,000 CIVIL PENALTY DESCRIBED ABOVE. THEPAYMENT OF $382,884 TO THE STATE OF MICHIGAN WAS MADE ONSEPTEMBER 15, 2003. THE $12,500,000 DISGORGEMENT AMOUNTDESCRIBED ABOVE IS TO BE PAID TO THE UNITED STATES DISTRICTCOURT WITHIN TEN (10) DAYS OF COURT APPROVAL OF THE SECSETTLEMENT AND ENTRY OF FINAL JUDGMENT IN THAT MATTER. THE$7,500,000 TO PROCURE INDEPENDENT RESEARCH SHALL BE DEPOSITEDINTO ESCROW WITHIN THIRTY (30) DAYS OF ENTRY OF THE FINALJUDGMENT.

Sanctions Ordered: Monetary/Fine $1,250,000.00Cease and Desist/Injunction

Order

Disclosure 81 of 134

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Disclosure 81 of 134

Reporting Source: Firm

Initiated By: STATE OF HAWAII, DEPARTMENT OF COMMERCE & CONSUMER AFFAIRS

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

CEASE AND DESIST

Date Initiated: 08/29/2003

Docket/Case Number: SEU2002-043

Principal Product Type: Other

Other Product Type(s): RESEARCH

Allegations: U.S. BANCORP PIPER JAFFRAY IS ALLEGED TO HAVE VIOLATED H.R.S. 485-15(7) & H.R.S. 485-15(10) BY: A)ENGAGING IN ACTS & PRACTICES THATCREATED OR MAINTAINED INAPPROPRIATE INFLUENCE BY THEINVESTMENT BANKING DEPARTMENT OVER RESEARCH ANALYSTSTHEREFORE IMPOSING CONFLICTS OF INTEREST ON ITS RESEARCHANALYSTS & FAILING TO MANAGE THESE CONFLICTS IN ADEQUATE ORAPPROPRIATE MANNER; B)THREATENING TO DROP RESEARCHCOVERAGE IF THE FIRM WAS NOT SELECTED AS A LEAD MANAGER IN ANINVESTMENT BANKING TRANSACTION; C)ISSUING RESEARCH REPORTSON ESPERION THERAPEUTICS INC. & TRITON NETWORK SYSTEMS THATDID NOT PROVIDE A SOUND BASIS FOR EVALUATING FACTS REGARDINGTHOSE COMPANIES & THEIR BUSINESS PROSPECTS; CONTAINEDEXAGGERATED OR UNWARRANTED CLAIMS ABOUT THOSE COMPANIES&/OR CONTAINED OPINIONS FOR WHICH THERE WAS NO REASONABLEBASIS; D)MAKING PAYMENTS FOR RESEARCH TO OTHER BROKER-DEALERS NOT INVOLVED IN AN UNDERWRITING TRANSACTION WHEN THEFIRM KNEW THAT THESE PAYMENTS WERE MADE AT LEAST IN PART FORRESEARCH COVERAGE & BY FAILING TO DISCLOSE OR CAUSE TO BEDISCLOSED IN OFFERING DOCUMENTS OR ELSEWHERE THE FACT OFSUCH PAYMENTS; AND E)RECEIVING PAYMENTS FOR RESEARCH FROMOTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRITINGTRANSACTIONS WITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS.

Current Status: Final

Resolution Date: 09/04/2003

Resolution:

Other Sanctions Ordered: $125,000 TO THE STATE OF HAWAII

Sanctions Ordered: Monetary/Fine $12,500,000.00Cease and Desist/Injunction

Order

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Other Sanctions Ordered: $125,000 TO THE STATE OF HAWAII

Sanction Details: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESTIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PRACTICES BY THE SEC, NYSE, NASD AND AMULTI-STATE TASK FORCE. UNDER THE TERMS OF THE SETTLEMENTSREACHED JOINTLY WITH THE SEC, NYSE, NASD AND TASK FORCE, THEFIRM IS REQUIRED TO PAY A TOTAL OF $32,500,000 IN SETTLEMENT OFTHESE MATTERS AND HAS AGREED TO CEASE AND DESIST IN THEFUTURE FROM THE ALLEGED IMPROPER CONDUCT. PURSUANT TO THESETTLEMENT DOCUMENTS, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS A CIVIL PENALTY, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS DISGORGEMENT OF COMMISSIONS AND FEES, AND$7,500,000 OF THIS AMOUNT SHALL BE USED TO FUND THEPROCUREMENT OF INDEPENDENT RESEARCH. AMOUNTS PAID TO THEVARIOUS STATES, INCLUDING THE $125,000 PAID TO THE STATE OF HAWAIIPURSUANT TO THE CONSENT ORDER, SHALL BE APPLIED TO AND REDUCETHE AMOUNT OF THE $12,500,000 CIVIL PENALTY DESCRIBED ABOVE. THEPAYMENT OF $125,000 TO THE STATE OF HAWAII WAS MADE ONSEPTEMBER 9, 2003. THE $12,500,000 DISGORGEMENT AMOUNTDESCRIBED ABOVE IS TO BE PAID TO THE UNITED STATES DISTRICTCOURT WITHIN TEN (10) DAYS OF COURT APPROVAL OF THE SECSETTLEMENT AND ENTRY OF FINAL JUDGMENT IN THAT MATTER. THE$7,500,000 TO PROCURE INDEPENDENT RESEARCH SHALL BE DEPOSITEDINTO ESCROW WITHIN THIRTY (30) DAYS OF ENTRY OF THE FINALJUDGMENT.

Disclosure 82 of 134

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Reporting Source: Firm

Allegations: U.S. BANCORP PIPER JAFFRAY IS ALLEGED TO HAVE VIOLATED SECTION36B-4(B) & SECTION 36B-31-6F(B) BY: A)ENGAGING IN ACTS & PRACTICESTHAT CREATED OR MAINTAINED INAPPROPRIATE INFLUENCE BY THEINVESTMENT BANKING DEPARTMENT OVER RESEARCH ANALYSTSTHEREFORE IMPOSING CONFLICTS OF INTEREST ON ITS RESEARCHANALYSTS & FAILING TO MANAGE THESE CONFLICTS IN ADEQUATE ORAPPROPRIATE MANNER; B)THREATENING TO DROP RESEARCHCOVERAGE IF THE FIRM WAS NOT SELECTED AS A LEAD MANAGER;C)ISSUING RESEARCH REPORTS ON ESPERION THERAPEUTICS INC. &TRITON NETWORK SYSTEMS THAT DID NOT PROVIDE A SOUND BASIS FOREVALUATING FACTS REGARDING THOSE COMPANIES &/OR CONTAINEDOPINIONS FOR WHICH THERE WAS NO REASONABLE BASIS; D)MAKINGPAYMENTS FOR RESEARCH TO OTHER BROKER-DEALERS NOT INVOLVEDIN AN UNDERWRITING TRANSACTION WHEN THE FIRM KNEW THAT THESEPAYMENTS WERE MADE AT LEAST IN PART FOR RESEARCH COVERAGE &BY FAILING TO DISCLOSE OR CAUSE TO BE DISCLOSED IN OFFERINGDOCUMENTS OR ELSEWHERE THE FACT OF SUCH PAYMENTS; ANDE)RECEIVING PAYMENTS FOR RESEARCH FROM OTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRITING TRANSACTIONSWITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS.

Current Status: Final

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Initiated By: STATE OF CONNECTICUT, SECURITIES & BUSINESS INVESTMENTSDIVISION OF THE DEPARTMENT OF BANKING

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

CEASE AND DESIST

Date Initiated: 08/20/2003

Docket/Case Number: CO-2003-6801-S

Principal Product Type: Other

Other Product Type(s): RESEARCH

U.S. BANCORP PIPER JAFFRAY IS ALLEGED TO HAVE VIOLATED SECTION36B-4(B) & SECTION 36B-31-6F(B) BY: A)ENGAGING IN ACTS & PRACTICESTHAT CREATED OR MAINTAINED INAPPROPRIATE INFLUENCE BY THEINVESTMENT BANKING DEPARTMENT OVER RESEARCH ANALYSTSTHEREFORE IMPOSING CONFLICTS OF INTEREST ON ITS RESEARCHANALYSTS & FAILING TO MANAGE THESE CONFLICTS IN ADEQUATE ORAPPROPRIATE MANNER; B)THREATENING TO DROP RESEARCHCOVERAGE IF THE FIRM WAS NOT SELECTED AS A LEAD MANAGER;C)ISSUING RESEARCH REPORTS ON ESPERION THERAPEUTICS INC. &TRITON NETWORK SYSTEMS THAT DID NOT PROVIDE A SOUND BASIS FOREVALUATING FACTS REGARDING THOSE COMPANIES &/OR CONTAINEDOPINIONS FOR WHICH THERE WAS NO REASONABLE BASIS; D)MAKINGPAYMENTS FOR RESEARCH TO OTHER BROKER-DEALERS NOT INVOLVEDIN AN UNDERWRITING TRANSACTION WHEN THE FIRM KNEW THAT THESEPAYMENTS WERE MADE AT LEAST IN PART FOR RESEARCH COVERAGE &BY FAILING TO DISCLOSE OR CAUSE TO BE DISCLOSED IN OFFERINGDOCUMENTS OR ELSEWHERE THE FACT OF SUCH PAYMENTS; ANDE)RECEIVING PAYMENTS FOR RESEARCH FROM OTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRITING TRANSACTIONSWITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS.

Resolution Date: 08/28/2003

Resolution:

Other Sanctions Ordered: $131,201 TO STATE OF CONNECTICUT

Sanction Details: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESTIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PRACTICES BY THE SEC, NYSE, NASD AND AMULTI-STATE TASK FORCE. UNDER THE TERMS OF THE SETTLEMENTSREACHED JOINTLY WITH THE SEC, NYSE, NASD AND TASK FORCE, THEFIRM IS REQUIRED TO PAY A TOTAL OF $32,500,000 IN SETTLEMENT OFTHESE MATTERS AND HAS AGREED TO CEASE AND DESIST IN THEFUTURE FROM THE ALLEGED IMPROPER CONDUCT. PURSUANT TO THESETTLEMENT DOCUMENTS, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS A CIVIL PENALTY, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS DISGORGEMENT OF COMMISSIONS AND FEES, AND$7,500,000 OF THIS AMOUNT SHALL BE USED TO FUND THEPROCUREMENT OF INDEPENDENT RESEARCH. AMOUNTS PAID TO THEVARIOUS STATES, INCLUDING THE $131,201 PAID TO THE STATE OFCONNECTICUT PURSUANT TO THE CONSENT ORDER, SHALL BE APPLIEDTO AND REDUCE THE AMOUNT OF THE $12,500,000 CIVIL PENALTYDESCRIBED ABOVE. THE PAYMENT OF $131,201 TO THE STATE OFCONNECTICUT WAS MADE ON SEPTEMBER 3, 2003. THE $12,500,000DISGORGEMENT AMOUNT DESCRIBED ABOVE IS TO BE PAID TO THEUNITED STATES DISTRICT COURT WITHIN TEN (10) DAYS OF COURTAPPROVAL OF THE SEC SETTLEMENT AND ENTRY OF FINAL JUDGMENT INTHAT MATTER. THE $7,500,000 TO PROCURE INDEPENDENT RESEARCHSHALL BE DEPOSITED INTO ESCROW WITHIN THIRTY (30) DAYS OF ENTRYOF THE FINAL JUDGMENT.

Sanctions Ordered: Monetary/Fine $12,500,000.00Cease and Desist/Injunction

Order

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WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESTIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PRACTICES BY THE SEC, NYSE, NASD AND AMULTI-STATE TASK FORCE. UNDER THE TERMS OF THE SETTLEMENTSREACHED JOINTLY WITH THE SEC, NYSE, NASD AND TASK FORCE, THEFIRM IS REQUIRED TO PAY A TOTAL OF $32,500,000 IN SETTLEMENT OFTHESE MATTERS AND HAS AGREED TO CEASE AND DESIST IN THEFUTURE FROM THE ALLEGED IMPROPER CONDUCT. PURSUANT TO THESETTLEMENT DOCUMENTS, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS A CIVIL PENALTY, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS DISGORGEMENT OF COMMISSIONS AND FEES, AND$7,500,000 OF THIS AMOUNT SHALL BE USED TO FUND THEPROCUREMENT OF INDEPENDENT RESEARCH. AMOUNTS PAID TO THEVARIOUS STATES, INCLUDING THE $131,201 PAID TO THE STATE OFCONNECTICUT PURSUANT TO THE CONSENT ORDER, SHALL BE APPLIEDTO AND REDUCE THE AMOUNT OF THE $12,500,000 CIVIL PENALTYDESCRIBED ABOVE. THE PAYMENT OF $131,201 TO THE STATE OFCONNECTICUT WAS MADE ON SEPTEMBER 3, 2003. THE $12,500,000DISGORGEMENT AMOUNT DESCRIBED ABOVE IS TO BE PAID TO THEUNITED STATES DISTRICT COURT WITHIN TEN (10) DAYS OF COURTAPPROVAL OF THE SEC SETTLEMENT AND ENTRY OF FINAL JUDGMENT INTHAT MATTER. THE $7,500,000 TO PROCURE INDEPENDENT RESEARCHSHALL BE DEPOSITED INTO ESCROW WITHIN THIRTY (30) DAYS OF ENTRYOF THE FINAL JUDGMENT.

Disclosure 83 of 134

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Reporting Source: Firm

Initiated By: COMMONWEALTH OF KENTUCKY

Date Initiated: 08/20/2003

Docket/Case Number: UNKNOWN

Principal Product Type: Other

Allegations: U.S. BANCORP PIPER JAFFRAY IS ALLEGED TO HAVE VIOLATED KRS292.330(13)(A)7 & KRS 202.330(13)(A)9A BY: A)ENGAGING IN ACTS &PRACTICES THAT CREATED OR MAINTAINED INAPPROPRIATE INFLUENCEBY THE INVESTMENT BANKING DEPARTMENT OVER RESEARCH ANALYSTSTHEREFORE IMPOSING CONFLICTS OF INTEREST ON ITS RESEARCHANALYSTS & FAILING TO MANAGE THESE CONFLICTS IN ADEQUATE ORAPPROPRIATE MANNER; B)THREATENING TO DROP RESEARCHCOVERAGE IF THE FIRM WAS NOT SELECTED AS A LEAD MANAGER IN ANINVESTMENT BANKING TRANSACTION; C)ISSUING RESEARCH REPORTSON ESPERION THERAPEUTICS INC. & TRITON NETWORK SYSTEMS THATDID NOT PROVIDE A SOUND BASIS FOR EVALUATING FACTS REGARDINGTHOSE COMPANIES & THEIR BUSINESS PROSPECTS; CONTAINEDEXAGGERATED OR UNWARRANTED CLAIMS ABOUT THOSE COMPANIES&/OR CONTAINED OPINIONS FOR WHICH THERE WAS NO REASONABLEBASIS; D)MAKING PAYMENTS FOR RESEARCH TO OTHER BROKER-DEALERS NOT INVOLVED IN AN UNDERWRITING TRANSACTION WHEN THEFIRM KNEW THAT THESE PAYMENTS WERE MADE AT LEAST IN PART FORRESEARCH COVERAGE & BY FAILING TO DISCLOSE OR CAUSE TO BEDISCLOSED IN OFFERING DOCUMENTS OR ELSEWHERE THE FACT OFSUCH PAYMENTS; AND E)RECEIVING PAYMENTS FOR RESEARCH FROMOTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRITINGTRANSACTIONS WITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS.

Current Status: Final

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Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

CEASE AND DESIST

Principal Product Type: Other

Other Product Type(s): RESEARCH

Resolution Date: 08/27/2003

Resolution:

Other Sanctions Ordered: $155,711 TO COMMONWEALTH OF KENTUCKY

Sanction Details: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESTIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PRACTICES BY THE SEC, NYSE, NASD AND AMULTI-STATE TASK FORCE. UNDER THE TERMS OF THE SETTLEMENTSREACHED JOINTLY WITH THE SEC, NYSE, NASD AND TASK FORCE, THEFIRM IS REQUIRED TO PAY A TOTAL OF $32,500,000 IN SETTLEMENT OFTHESE MATTERS AND HAS AGREED TO CEASE AND DESIST IN THEFUTURE FROM THE ALLEGED IMPROPER CONDUCT. PURSUANT TO THESETTLEMENT DOCUMENTS, $12,500,000 FOR THIS AMOUNT SHALL BEDESIGNATED AS A CIVIL PENALTY, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS DISGORGEMENT OF COMMISSIONS AND FEES, AND$7,500,000 OF THIS AMOUNT SHALL BE USED TO FUND THEPROCUREMENT OF INDEPENDENT RESEARCH. AMOUNTS PAID TO THEVARIOUS STATES, INCLUDING THE $155,711 PAID TO THE COMMONWEALTHOF KENTUCKY PURSUANT TO THE CONSENT ORDER, SHALL BE APPLIEDTO AND REDUCE THE AMOUNT OF THE $12,500,000 CIVIL PENALTYDESCRIBED ABOVE. THE PAYMENT OF $155,711 TO THE COMMONWEALTHOF KENTUCKY WAS MADE ON SEPTEMBER 2, 2003. THE $12,500,000DISGORGEMENT AMOUNT DESCRIBED ABOVE IS TO BE PAID TO THEUNITED STATES DISTRICT COURT WITHIN TEN (10) DAYS OF COURTAPPROVAL OF THE SEC SETTLEMENT AND ENTRY OF FINAL JUDGMENT INTHAT MATTER. THE $7,500,000 TO PROCURE INDEPENDENT RESEARCHSHALL BE DEPOSITED INTO ESCROW WITHIN THIRTY (30) DAYS OF ENTRYOF THE FINAL JUDGMENT.

Sanctions Ordered: Monetary/Fine $12,500,000.00Cease and Desist/Injunction

Order

Disclosure 84 of 134

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Reporting Source: Regulator

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Initiated By: MAINE OFFICE OF SECURITIES

Principal Sanction(s)/ReliefSought:

Cease and Desist

Other Sanction(s)/ReliefSought:

Date Initiated: 05/30/2002

Docket/Case Number: 03-107

URL for Regulatory Action:

Principal Product Type: Equity Listed (Common & Preferred Stock)

Other Product Type(s):

Allegations: THE FIRM ENGAGED IN UNETHICAL AND DISHONEST CONDUCT BY FAILINGTO ENSURE THAT ANALYSTS WHO ISSUED RESEARCH WERE ADEQUATELYINSULATED FROM PRESSURES AND INFLUENCES OF COVEREDCOMPANIES AND INVESTMENT BANKING. THE FIRM ALSO FAILED TOREASONABLY SUPERVISE ITS EMPLOYEES IN CONNECTION WITH THEISSUANCE OF RESEARCH.

Current Status: Final

Resolution Date: 08/28/2003

Resolution:

Other Sanctions Ordered:

Sanction Details: PENALTY WAS PAID ON 8/28/2003.

Regulator Statement THE FIRM WAS ORDERED TO CEASE AND DESIST FROM VIOLATING THERMSA IN CONNECTION WITH CERTAIN CONFLICTS OF INTEREST TO WHICHITS RESEARCH ANALYSTS WERE SUBJECT AND TO IMPLEMENT CERTAINCHANGES WITH RESPECT TO ITS RESEARCH AND BANKING PRACTICES.THE CONSENT ORDER WAS EXECUTED AS PART OF A GLOBALSETTLEMENT OF COORDINATED INVESTIGATIONS ENTERED INTO BYFEDERAL AND STATE REGULATORS, AND SEVERAL LARGE BROKER-DEALERS WHO ENGAGED IN THE RESEARCH PRACTICES AT ISSUE.

Does the order constitute afinal order based onviolations of any laws orregulations that prohibitfraudulent, manipulative, ordeceptive conduct?

No

Sanctions Ordered: Monetary/Fine $125,000.00Cease and Desist/Injunction

Order

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THE FIRM WAS ORDERED TO CEASE AND DESIST FROM VIOLATING THERMSA IN CONNECTION WITH CERTAIN CONFLICTS OF INTEREST TO WHICHITS RESEARCH ANALYSTS WERE SUBJECT AND TO IMPLEMENT CERTAINCHANGES WITH RESPECT TO ITS RESEARCH AND BANKING PRACTICES.THE CONSENT ORDER WAS EXECUTED AS PART OF A GLOBALSETTLEMENT OF COORDINATED INVESTIGATIONS ENTERED INTO BYFEDERAL AND STATE REGULATORS, AND SEVERAL LARGE BROKER-DEALERS WHO ENGAGED IN THE RESEARCH PRACTICES AT ISSUE.

iReporting Source: Firm

Initiated By: STATE OF MAINE, OFFICE OF SECURITIES

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

CEASE AND DESIST

Date Initiated: 08/20/2003

Docket/Case Number: 03-107

Principal Product Type: Other

Other Product Type(s): RESEARCH

Allegations: U.S. BANCORP PIPER JAFFRAY IS ALLEGED TO HAVE VIOLATED 32 M.R.S.A.10313(G) & 32 M.R.S.A. 10313(J) BY: A)ENGAGING IN ACTS & PRACTICESTHAT CREATED OR MAINTAINED INAPPROPRIATE INFLUENCE BY THEINVESTMENT BANKING DEPARTMENT OVER RESEARCH ANALYSTS &FAILING TO MANAGE THESE CONFLICTS IN ADEQUATE OR APPROPRIATEMANNER; B)THREATENING TO DROP RESEARCH COVERAGE IF THE FIRMWAS NOT SELECTED AS A LEAD MANAGER IN AN INVESTMENT BANKINGTRANSACTION; C)ISSUING RESEARCH REPORTS ON ESPERIONTHERAPEUTICS INC. & TRITON NETWORK SYSTEMS THAT DID NOTPROVIDE A SOUND BASIS FOR EVALUATING FACTS REGARDING THOSECOMPANIES & THEIR BUSINESS PROSPECTS; CONTAINED EXAGGERATEDOR UNWARRANTED CLAIMS ABOUT THOSE COMPANIES &/OR CONTAINEDOPINIONS FOR WHICH THERE WAS NOT REASONABLE BASIS; D)MAKINGPAYMENTS FOR RESEARCH TO OTHER BROKER-DEALERS NOT INVOLVEDIN AN UNDERWRITING TRANSACTION WHEN THE FIRM KNEW THAT THESEPAYMENTS WERE MADE AT LEAST IN PART FOR RESEARCH COVERAGE &BY FAILING TO DISCLOSE OR CAUSE TO BE DISCLOSED IN OFFERINGDOCUMENTS OR ELSEWHERE THE FACT OF SUCH PAYMENTS; ANDE)RECEIVING PAYMENTS FOR RESEARCH FROM OTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRITING TRANSACTIONSWITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS.

Current Status: Final

Resolution Date: 08/28/2003

Resolution:

Other Sanctions Ordered: $125,000 TO STATE OF MAINE OFFICE OF SECURITIES

Sanctions Ordered: Monetary/Fine $12,500,000.00Cease and Desist/Injunction

Order

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Other Sanctions Ordered: $125,000 TO STATE OF MAINE OFFICE OF SECURITIES

Sanction Details: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESTIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PRACTICES BY THE SEC, NYSE, NASD AND AMULTI-STATE TASK FORCE. UNDER THE TERMS OF THE SETTLEMENTSREACHED JOINTLY WITH THE SEC, NYSE, NASD AND TASK FORCE, THEFIRM IS REQUIRED TO PAY A TOTAL OF $32,500,000 IN SETTLEMENT OFTHESE MATTERS AND HAS AGREED TO CEASE AND DESIST IN THEFUTURE FROM THE ALLEGED IMPROPER CONDUCT. PURSUANT TO THESETTLEMENT DOCUMENTS, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS A CIVIL PENALTY, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS DISGORGEMENT OF COMMISSIONS AND FEES, AND$7,500,000 OF THIS AMOUNT SHALL BE USED TO FUND THEPROCUREMENT OF INDEPENDENT RESEARCH. AMOUNTS PAID TO THEVARIOUS STATES, INCLUDING $125,000 PAID TO THE STATE OF MAINEPURSUANT TO THE CONSENT ORDER, SHALL BE APPLIED TO AND REDUCETHE AMOUNT OF THE $12,500,000 CIVIL PENALTY DESCRIBED ABOVE. THEPAYMENT OF $125,000 TO THE STATE OF MAINE WAS MADE ONSEPTEMBER 2, 2003. THE $12,500,000 DISGORGEMENT AMOUNTDESCRIBED ABOVE IS TO BE PAID TO THE UNITED STATES DISTRICTCOURT WITHIN TEN (10) DAYS OF COURT APPROVAL OF THE SECSETTLEMENT AND ENTRY OF FINAL JUDGMENT IN THAT MATTER. THE$7,500,000 TO PROCURE INDEPENDENT RESEARCH SHALL BE DEPOSITEDINTO ESCROW WITHIN THIRTY (30) DAYS OF ENTRY OF THE FINALJUDGMENT.

Disclosure 85 of 134

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Reporting Source: Firm

Allegations: U.S. BANCORP PIPER JAFFRAY IS ALLEGED TO HAVE VIOLATED MISS.CODE ANN. 75-71-321(A)(F) & 75-71-321(B)(A) BY: A)ENGAGING IN ACTS &PRACTICES THAT CREATED OR MAINTAINED INAPPROPRIATE INFLUENCEBY THE INVESTMENT BANKING DEPARTMENT OVER RESEARCH ANALYSTSTHEREFORE IMPOSING CONFLICTS OF INTEREST ON ITS RESEARCHANALYSTS & FAILING TO MANAGE THESE CONFLICTS IN ADEQUATE ORAPPROPRIATE MANNER; B)THREATENING TO DROP RESEARCHCOVERAGE IF THE FIRM WAS NOT SELECTED AS A LEAD MANAGER IN ANINVESTMENT BANKING TRANSACTION; C)ISSUING RESEARCH REPORTSON ESPERION THERAPEUTICS INC. & TRITON NETWORK SYSTEMS THATDID NOT PROVIDE A SOUND BASIS FOR EVALUATING FACTS REGARDINGTHOSE COMPANIES & THEIR BUSINESS PROSPECTS; CONTAINEDEXAGGERATED OR UNWARRANTED CLAIMS ABOUT THOSE COMPANIES&/OR CONTAINED OPINIONS FOR WHICH THERE WAS NO REASONABLEBASIS; D)MAKING PAYMENTS FOR RESEARCH TO OTHER BROKER-DEALERS NOT INVOLVED IN AN UNDERWRITING TRANSACTION WHEN THEFIRM KNEW THAT THESE PAYMENTS WERE MADE AT LEAST IN PART FORRESEARCH COVERAGE & BY FAILING TO DISCLOSE OR CAUSE TO BEDISCLOSED IN OFFERING DOCUMENTS OR ELSEWHERE THE FACT OFSUCH PAYMENTS; AND E)RECEIVING PAYMENTS FOR RESEARCH FROMOTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRITINGTRANSACTIONS WITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS.

Current Status: Final

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Initiated By: STATE OF MISSISSIPPI

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

CEASE AND DESIST

Date Initiated: 08/29/2003

Docket/Case Number: 02-11-06-S

Principal Product Type: Other

Other Product Type(s): RESEARCH

U.S. BANCORP PIPER JAFFRAY IS ALLEGED TO HAVE VIOLATED MISS.CODE ANN. 75-71-321(A)(F) & 75-71-321(B)(A) BY: A)ENGAGING IN ACTS &PRACTICES THAT CREATED OR MAINTAINED INAPPROPRIATE INFLUENCEBY THE INVESTMENT BANKING DEPARTMENT OVER RESEARCH ANALYSTSTHEREFORE IMPOSING CONFLICTS OF INTEREST ON ITS RESEARCHANALYSTS & FAILING TO MANAGE THESE CONFLICTS IN ADEQUATE ORAPPROPRIATE MANNER; B)THREATENING TO DROP RESEARCHCOVERAGE IF THE FIRM WAS NOT SELECTED AS A LEAD MANAGER IN ANINVESTMENT BANKING TRANSACTION; C)ISSUING RESEARCH REPORTSON ESPERION THERAPEUTICS INC. & TRITON NETWORK SYSTEMS THATDID NOT PROVIDE A SOUND BASIS FOR EVALUATING FACTS REGARDINGTHOSE COMPANIES & THEIR BUSINESS PROSPECTS; CONTAINEDEXAGGERATED OR UNWARRANTED CLAIMS ABOUT THOSE COMPANIES&/OR CONTAINED OPINIONS FOR WHICH THERE WAS NO REASONABLEBASIS; D)MAKING PAYMENTS FOR RESEARCH TO OTHER BROKER-DEALERS NOT INVOLVED IN AN UNDERWRITING TRANSACTION WHEN THEFIRM KNEW THAT THESE PAYMENTS WERE MADE AT LEAST IN PART FORRESEARCH COVERAGE & BY FAILING TO DISCLOSE OR CAUSE TO BEDISCLOSED IN OFFERING DOCUMENTS OR ELSEWHERE THE FACT OFSUCH PAYMENTS; AND E)RECEIVING PAYMENTS FOR RESEARCH FROMOTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRITINGTRANSACTIONS WITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS.

Resolution Date: 09/04/2003

Resolution:

Other Sanctions Ordered: $125,000 TO THE STATE OF MISSISSIPPI

Sanction Details: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESTIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PRACTICES BY THE SEC, NYSE, NASD AND AMULTI-STATE TASK FORCE. UNDER THE TERMS OF THE SETTLEMENTSREACHED JOINTLY WITH THE SEC, NYSE, NASD AND TASK FORCE, THEFIRM IS REQUIRED TO PAY A TOTAL OF $32,500,000 IN SETTLEMENT OFTHESE MATTERS AND HAS AGREED TO CEASE AND DESIST IN THEFUTURE FROM THE ALLEGED IMPROPER CONDUCT. PURSUANT TO THESETTLEMENT DOCUMENTS, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS A CIVIL PENALTY, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS DISGORGEMENT OF COMMISSIONS AND FEES, AND$7,500,000 OF THIS AMOUNT SHALL BE USED TO FUND THEPROCUREMENT OF INDEPENDENT RESEARCH. AMOUNTS PAID TO THEVARIOUS STATES, INCLUDING THE $125,000 PAID TO THE STATE OFMISSISSIPPI PURSUANT TO THE CONSENT ORDER, SHALL BE APPLIED TOAND REDUCE THE AMOUNT OF THE $12,500,000 CIVIL PENALTYDESCRIBED ABOVE. THE PAYMENT OF $125,000 TO THE STATE OFMISSISSIPPI WAS MADE ON SEPTEMBER 8, 2003. THE $12,500,000DISGORGEMENT AMOUNT DESCRIBED ABOVE IS TO BE PAID TO THEUNITED STATES DISTRICT COURT WITHIN TEN (10) DAYS OF COURTAPPROVAL OF THE SEC SETTLEMENT AND ENTRY OF FINAL JUDGMENT INTHAT MATTER. THE $7,500,000 TO PROCURE INDEPENDENT RESEARCHSHALL BE DEPOSITED INTO ESCROW WITHIN THIRTY (30) DAYS OF ENTRYOF THE FINAL JUDGMENT.

Sanctions Ordered: Monetary/Fine $12,500,000.00Cease and Desist/Injunction

Order

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WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESTIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PRACTICES BY THE SEC, NYSE, NASD AND AMULTI-STATE TASK FORCE. UNDER THE TERMS OF THE SETTLEMENTSREACHED JOINTLY WITH THE SEC, NYSE, NASD AND TASK FORCE, THEFIRM IS REQUIRED TO PAY A TOTAL OF $32,500,000 IN SETTLEMENT OFTHESE MATTERS AND HAS AGREED TO CEASE AND DESIST IN THEFUTURE FROM THE ALLEGED IMPROPER CONDUCT. PURSUANT TO THESETTLEMENT DOCUMENTS, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS A CIVIL PENALTY, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS DISGORGEMENT OF COMMISSIONS AND FEES, AND$7,500,000 OF THIS AMOUNT SHALL BE USED TO FUND THEPROCUREMENT OF INDEPENDENT RESEARCH. AMOUNTS PAID TO THEVARIOUS STATES, INCLUDING THE $125,000 PAID TO THE STATE OFMISSISSIPPI PURSUANT TO THE CONSENT ORDER, SHALL BE APPLIED TOAND REDUCE THE AMOUNT OF THE $12,500,000 CIVIL PENALTYDESCRIBED ABOVE. THE PAYMENT OF $125,000 TO THE STATE OFMISSISSIPPI WAS MADE ON SEPTEMBER 8, 2003. THE $12,500,000DISGORGEMENT AMOUNT DESCRIBED ABOVE IS TO BE PAID TO THEUNITED STATES DISTRICT COURT WITHIN TEN (10) DAYS OF COURTAPPROVAL OF THE SEC SETTLEMENT AND ENTRY OF FINAL JUDGMENT INTHAT MATTER. THE $7,500,000 TO PROCURE INDEPENDENT RESEARCHSHALL BE DEPOSITED INTO ESCROW WITHIN THIRTY (30) DAYS OF ENTRYOF THE FINAL JUDGMENT.

Disclosure 86 of 134

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Reporting Source: Firm

Initiated By: ATTORNEY GENERAL, STATE OF NEW YORK

Date Initiated: 08/20/2003

Docket/Case Number: UNKNOWN

Allegations: U.S. BANCORP PIPER JAFFRAY IS ALLEGED TO HAVE VIOLATED THEMARTIN ACT BY: A)ENGAGING IN ACTS & PRACTICES THAT CREATED ORMAINTAINED INAPPROPRIATE INFLUENCE BY THE INVESTMENT BANKINGDEPARTMENT OVER RESEARCH ANALYSTS THEREFORE IMPOSINGCONFLICTS OF INTEREST ON ITS RESEARCH ANALYSTS & FAILING TOMANAGE THESE CONFLICTS IN ADEQUATE OR APPROPRIATE MANNER;B)THREATENING TO DROP RESEARCH COVERAGE IF THE FIRM WAS NOTSELECTED AS A LEAD MANAGER IN AN INVESTMENT BANKINGTRANSACTION; C)ISSUING RESEARCH REPORTS ON ESPERIONTHERAPEUTICS INC. & TRITON NETWORK SYSTEMS THAT DID NOTPROVIDE A SOUND BASIS FOR EVALUATING FACTS REGARDING THOSECOMPANIES AND THEIR BUSINESS PROSPECTS; CONTAINEDEXAGGERATED OR UNWARRANTED CLAIMS ABOUT THOSE COMPANIES&/OR CONTAINED OPINIONS FOR WHICH THERE WAS NO REASONABLEBASIS; D)MAKING PAYMENTS FOR RESEARCH TO OTHER BROKER-DEALERS NOT INVOLVED IN AN UNDERWRITING TRANSACTION WHEN THEFIRM KNEW THAT THESE PAYMENTS WERE MADE AT LEAST IN PART FORRESEARCH COVERAGE & BY FAILING TO DISCLOSE OR CAUSE TO BEDISCLOSED IN OFFERING DOCUMENTS OR ELSEWHERE THE FACT OFSUCH PAYMENTS; AND E)RECEIVING PAYMENTS FOR RESEARCH FROMOTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRITINGTRANSACTIONS WITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS.

Current Status: Final

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Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

CEASE AND DESIST

Docket/Case Number: UNKNOWN

Principal Product Type: Other

Other Product Type(s): RESEARCH

Resolution Date: 09/02/2003

Resolution:

Other Sanctions Ordered: $731,079 TO THE NEW YORK STATE DEPARTMENT OF LAW

Sanction Details: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE ENTRY OF FINDINGS ANDIMPOSITION OF SANCTIONS IN CONNECTION WITH THE RESOLUTION OFCOORDINATED INVESTIGATIONS OF CERTAIN EQUITY RESEARCH ANDINVESTMENT BANKING PRACTICES BY THE SEC, NYSE, NASD AND AMULTI-STATE TASK FORCE. UNDER THE TERMS OF THE SETTLEMENTSREACHED JOINTLY WITH THE SEC, NYSE, NASD AND TASK FORCE, THEFIRM IS REQUIRED TO PAY A TOTAL OF $32,500,000 IN SETTLEMENT OFTHESE MATTERS AND HAS AGREED TO CEASE AND DESIST IN THEFUTURE FROM THE ALLEGED IMPROPER CONDUCT. PURSUANT TO THESETTLEMENT DOCUMENTS, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS A CIVIL PENALTY, $12,500,000 OF THIS AMOUNT SHALL BEDESIGNATED AS DISGORGEMENT OF COMMISSIONS AND FEES, AND$7,500,000 OF THIS AMOUNT SHALL BE USED TO FUND THEPROCUREMENT OF INDEPENDENT RESEARCH. AMOUNTS PAID TO THEVARIOUS STATES, INCLUDING THE $731,079 PAID TO THE STATE OF NEWYORK PURSUANT TO THE ASSURANCE OF DISCONTINUANCE, SHALL BEAPPLIED TO AND REDUCE THE AMOUNT OF THE $12,500,000 CIVILPENALTY DESCRIBED ABOVE. THE PAYMENT OF $731,079 TO THE STATEOF NEW YORK WAS MADE ON SEPTEMBER 3, 2003. THE $12,500,000DISGORGEMENT AMOUNT DESCRIBED ABOVE IS TO BE PAID TO THEUNITED STATES DISTRICT COURT WITHIN TEN (10) DAYS OF COURTAPPROVAL OF THE SEC SETTLEMENT AND ENTRY OF FINAL JUDGMENT INTHAT MATTER. THE $7,500,000 TO PROCURE INDEPENDENT RESEACHSHALL BE DEPOSITED INTO ESCROW WITHIN THIRTY (30) DAYS OF ENTRYOF THE FINAL JUDGMENT.

Sanctions Ordered: Monetary/Fine $12,500,000.00Cease and Desist/Injunction

Other

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Disclosure 87 of 134

Reporting Source: Firm

Initiated By: STATE OF WASHINGTON, SECURITIES DIVISION

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

CEASE AND DESIST

Date Initiated: 04/21/2003

Docket/Case Number: UNKNOWN

Principal Product Type: Other

Other Product Type(s): RESEARCH

Allegations: U.S. BANCORP PIPER JAFFRAY IS ALLEGED TO HAVE VIOLATED RCW21.20.110 BY ENGAGING IN CONDUCT INCONSISTENT WITH JUST &EQUITABLE PRINCIPLES OF TRADE BY: A) ENGAGING IN ACTS &PRACTICES THAT CREATED OR MAINTAINED INAPPROPRIATE INFLUENCEBY THE INVESTMENT BANKING DEPARTMENT OVER RESEARCH ANALYSTSTHEREFORE IMPOSING CONFLICTS OF INTEREST ON ITS RESEARCHANALYSTS & FAILING TO MANAGE THESE CONFLICTS IN ADEQUATE ORAPPROPRIATE MANNER; B) THREATENING TO DROP RESEARCHCOVERAGE IF THE FIRM WAS NOT SELECTED AS A LEAD MANAGER IN ANINVESTMENT BANKING TRANSACTION; C) ISSUING RESEARCH REPORTSON ESPERION THERAPEUTICS INC. & TRITON NETWORK SYSTEMS THATDID NOT PROVIDE A SOUND BASIS FOR EVALUATING FACTS REGARDINGTHOSE COMPANIES & THEIR BUSINESS PROSPECTS; CONTAINEDEXAGGERATED OR UNWARRANTED CLAIMS ABOUT THOSE COMPANIES&/OR CONTAINED OPINIONS FOR WHICH THERE WAS NO REASONABLEBASES; D) MAKING PAYMENTS FOR RESEARCH TO OTHER BROKER-DEALERS NOT INVOLVED IN AN UNDERWRITING TRANSACTION WHEN THEFIRM KNEW THAT THESE PAYMENTS WERE MADE AT LEAST IN PART FORRESEARCH COVERAGE & BY FAILING TO DISCLOSE OR CAUSE TO BEDISCLOSED IN OFFERING DOCUMENTS OR ELSEWHERE THE FACT OFSUCH PAYMENTS; AND E) RECEIVING PAYMENTS FOR RESEARCH FROMOTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRITINGTRANSACTIONS WITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS.

Current Status: Final

Resolution Date: 04/23/2003

Resolution:

Sanctions Ordered: Monetary/Fine $12,500,000.00Cease and Desist/Injunction

Order

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Other Sanctions Ordered: $227,074 TO THE WASHINGTON STATE SECURITIES DIVISION; $200,000ADMINISTRATIVE FINE; $27,074 FOR REIMBURSEMENT OF WASHINGTONSTATE SECURITIES DIVISION'S LEGAL AND INVESTIGATIVE COSTS.

Sanction Details: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY INC. CONSENTED TO THE DESCRIBED SANCTIONS AND TOTHE ENTRY OF FINDINGS, THEREFORE, THE FIRM IS ORDERED TO CEASEAND DESIST/INJUNCTION, REQUIRED TO PAY $32,500,000 AS SPECIFIED INTHE FINAL JUDGMENT ORDERED IN A RELATED ACTION FILED BY THE SECWHICH INCLUDES A FINE OF $12,500,000, DISGORGEMENT OF $12,500,000IN COMMISSIONS, FEES AND OTHER MONIES, AND PAYMENT OF $7,500,000FOR THE PROCUREMENT OF INDEPENDENT RESEARCH. THE MONETARYSANCTIONS IMPOSED BY NASD SHALL BE REDUCED BY THE AMOUNTSPAID BY RESPONDENT PURSUANT TO THE FINAL JUDGMENT. UPONEXECUTION OF THE STATE OF WASHINGTON DEPARTMENT OF FINANCIALINSTITUTION SECURITIES DIVISION'S CONSENT ORDER, PAYMENT OF$227,074 WAS PAID ON 4/23/03 TO THE WASHINGTON STATE SECURITIESDIVISION. 10 BUSINESS DAYS FROM ENTRY OF THE FINAL JUDGMENT, AWIRE TRANSFER OF $12,500,000 WILL BE SENT TO THE UNITED STATESDISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK.

Sanctions Ordered: Monetary/Fine $12,500,000.00Cease and Desist/Injunction

Disclosure 88 of 134

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Reporting Source: Regulator

Allegations: **11/12/02**CONSENTED FINDINGS: (1)VIOLATED EXCHANGE RULE 440 ANDSECTION 17(A) OF THE SECURITIES AND EXCHANGE ACT OF 1934 AND SECREGULATION 17A-4 BY FAILING TO PRESERVE FOR A PERIOD OF THREEYEARS, AND/OR PRESERVE IN AN ACCESSIBLE PLACE FOR TWO YEARS,ELECTRONIC COMMUNICATIONS RELATING TO THE BUSINESS OF THEFIRM.(2)VIOLATED EXCHANGE RULES 342 IN THAT IT FAILED TOREASONABLY SUPERVISE AND CONTROL THE ACTIVITIES OF ITSEMPLOYEES, INCLUDING A SEPARATE SYSTEM OF FOLLOW-UP ANDREVIEW TO ASSURE COMPLIANCE WITH EXCHANGE RULES AND FEDERALSECURITIES LAWS RELATING TO RETENTION OF ELECTRONICCOMMUNICATIONS. STIPULATED SANCTION: THE IMPOSITION BY THEEXCHANGE OF A CENSURE AND A FINE IN THE AMOUNT OF $1,650,000, FORTOTAL FINES OF $8,250,000 FROM ALL RESPONDENTS. THE AMOUNT TOBE PAID TO THE NYSE BY EACH RESPONDENT SHALL BE REDUCED BYAMOUNTS PAID BY EACH RESPONDENT PURSUANT TO AGREEMENTS TOPAY A CIVIL MONETARY PENALTY OF $550,000 TO THE U.S. TREASURY ANDA FINE OF $550,000 TO NASD IN RELATED PROCEEDINGS. IN ADDITION TOTHE MONETARY FINE, RESPONDENTS SHALL COMPLETE AN APPROPRIATEUNDERTAKING TO REVIEW ITS PROCEDURES REGARDING THEPRESERVATION OF ELECTRONIC MAIL COMMUNICATIONS FORCOMPLIANCE WITH THE FEDERAL SECURITIES LAWS AND REGULATIONSAND THE RULES OF THE EXCHANGE AND NASD. WITHIN 90 DAYS OF THEEXECUTION OF THE STIPULATION AND CONSENT EACH RESPONDENTUNDERTAKES AND AGREES TO INFORM THE EXCHANGE IN WRITING THATIT HAS COMPLETED ITS REVIEW AND THAT IT HAS SYSTEMS ANDPROCEDURES IN PLACE REASONABLY DESIGNED TO ENSURECOMPLIANCE WITH THOSE LAWS AND RULES CONCERNING THEPRESERVATION OF ELECTRONIC MAIL COMMUNICATIONS.ENFORCEMENT SHALL HAVE THE DISCRETION, UPON A SHOWING OFGOOD CAUSE, TO EXTEND THE DEADLINE FOR COMPLIANCE WITH THEUNDERTAKING SET FORTH IN THIS PARAGRAPH.

Current Status: Final

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Initiated By: NEW YORK STOCK EXCHANGE DIVISION OF ENFORCEMENT

Principal Sanction(s)/ReliefSought:

Other Sanction(s)/ReliefSought:

Date Initiated: 11/12/2002

Docket/Case Number: HPD#: 02-227

Principal Product Type: Other

Other Product Type(s):

**11/12/02**CONSENTED FINDINGS: (1)VIOLATED EXCHANGE RULE 440 ANDSECTION 17(A) OF THE SECURITIES AND EXCHANGE ACT OF 1934 AND SECREGULATION 17A-4 BY FAILING TO PRESERVE FOR A PERIOD OF THREEYEARS, AND/OR PRESERVE IN AN ACCESSIBLE PLACE FOR TWO YEARS,ELECTRONIC COMMUNICATIONS RELATING TO THE BUSINESS OF THEFIRM.(2)VIOLATED EXCHANGE RULES 342 IN THAT IT FAILED TOREASONABLY SUPERVISE AND CONTROL THE ACTIVITIES OF ITSEMPLOYEES, INCLUDING A SEPARATE SYSTEM OF FOLLOW-UP ANDREVIEW TO ASSURE COMPLIANCE WITH EXCHANGE RULES AND FEDERALSECURITIES LAWS RELATING TO RETENTION OF ELECTRONICCOMMUNICATIONS. STIPULATED SANCTION: THE IMPOSITION BY THEEXCHANGE OF A CENSURE AND A FINE IN THE AMOUNT OF $1,650,000, FORTOTAL FINES OF $8,250,000 FROM ALL RESPONDENTS. THE AMOUNT TOBE PAID TO THE NYSE BY EACH RESPONDENT SHALL BE REDUCED BYAMOUNTS PAID BY EACH RESPONDENT PURSUANT TO AGREEMENTS TOPAY A CIVIL MONETARY PENALTY OF $550,000 TO THE U.S. TREASURY ANDA FINE OF $550,000 TO NASD IN RELATED PROCEEDINGS. IN ADDITION TOTHE MONETARY FINE, RESPONDENTS SHALL COMPLETE AN APPROPRIATEUNDERTAKING TO REVIEW ITS PROCEDURES REGARDING THEPRESERVATION OF ELECTRONIC MAIL COMMUNICATIONS FORCOMPLIANCE WITH THE FEDERAL SECURITIES LAWS AND REGULATIONSAND THE RULES OF THE EXCHANGE AND NASD. WITHIN 90 DAYS OF THEEXECUTION OF THE STIPULATION AND CONSENT EACH RESPONDENTUNDERTAKES AND AGREES TO INFORM THE EXCHANGE IN WRITING THATIT HAS COMPLETED ITS REVIEW AND THAT IT HAS SYSTEMS ANDPROCEDURES IN PLACE REASONABLY DESIGNED TO ENSURECOMPLIANCE WITH THOSE LAWS AND RULES CONCERNING THEPRESERVATION OF ELECTRONIC MAIL COMMUNICATIONS.ENFORCEMENT SHALL HAVE THE DISCRETION, UPON A SHOWING OFGOOD CAUSE, TO EXTEND THE DEADLINE FOR COMPLIANCE WITH THEUNDERTAKING SET FORTH IN THIS PARAGRAPH.

Resolution Date: 12/13/2002

Resolution:

Other Sanctions Ordered: CONSENT TO CENSURE,$1,650,000 FINE (REDUCED BY AMOUNTS PAIDPURSUANT TO AGREEMENTS TO PAY A CIVIL PENALTY OF $550,000 TO THEU.S. TREASURY AND A FINE OF $550,000 TO THE NASD) AND ANUNDERTAKING.

Sanction Details: **11/15/02**DECISION: HPD#02-227 VIOLATED RULE 440 AND SEA 17(A) ANDSEC REG. 17A-4 BY FAILING TO PRESERVE FOR A PERIOD OF THREEYEARS, AND/OR PRESERVE IN AN ACCESSIBLE PLACE FOR TWO YEARS,ELECTRONIC COMMUNICATIONS RELATING TO THE BUSINESS OF THEFIRM AND VIOLATED EXCHANGE RULES 342 BY FAILING TO REASONABLYSUPERVISE AND CONTROL THE ACTIVITIES OF ITS EMPLOYEES TOASSURE COMPLIANCE WITH EXCHANGE RULES AND FEDERALSECURITIES LAWS RELATING TO RETENTION OF ELECTRONICCOMMUNICATIONS. - CONSENT TO CENSURE, $1,650,000 FINE (REDUCEDBY AMOUNTS PAID PURSUANT TO AGREEMENTS TO PAY A CIVIL PENALTYOF $550,000 TO THE U.S. TREASURY AND A FINE OF $550,000 TO THENASD) AND AN UNDERTAKING TO REVIEW ITS PROCEDURES REGARDINGTHE PRESERVATION OF ELECTRONIC MAIL COMMUNICATIONS FORCOMPLIANCE WITH THE FEDERAL SECURITIES LAWS AND REGULATIONS,AND THE RULES OF THE EXCHANGE AND NASD. WITHIN 90 DAYS OF THEEXECUTION OF THE STIPULATION AND CONSENT EACH RESPONDENTUNDERTAKES AND AGREES TO INFORM THE EXCHANGE IN WRITING THATIT HAS COMPLETED ITS REVIEW AND THAT IT HAS SYSTEMS ANDPROCEDURES IN PLACE REASONABLY DESIGNED TO ENSURECOMPLIANCE WITH THOSE LAWS AND RULES CONCERNING THEPRESERVATION OF ELECTRONIC MAIL COMMUNICATIONS.ENFORCEMENT SHALL HAVE THE DISCRETION, UPON A SHOWING OFGOOD CAUSE, TO EXTEND THE DEADLINE FOR COMPLIANCE WITH THEUNDERTAKING SET FORTH IN THIS PARAGRAPH.

Sanctions Ordered: CensureMonetary/Fine $1,650,000.00

Decision

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**11/15/02**DECISION: HPD#02-227 VIOLATED RULE 440 AND SEA 17(A) ANDSEC REG. 17A-4 BY FAILING TO PRESERVE FOR A PERIOD OF THREEYEARS, AND/OR PRESERVE IN AN ACCESSIBLE PLACE FOR TWO YEARS,ELECTRONIC COMMUNICATIONS RELATING TO THE BUSINESS OF THEFIRM AND VIOLATED EXCHANGE RULES 342 BY FAILING TO REASONABLYSUPERVISE AND CONTROL THE ACTIVITIES OF ITS EMPLOYEES TOASSURE COMPLIANCE WITH EXCHANGE RULES AND FEDERALSECURITIES LAWS RELATING TO RETENTION OF ELECTRONICCOMMUNICATIONS. - CONSENT TO CENSURE, $1,650,000 FINE (REDUCEDBY AMOUNTS PAID PURSUANT TO AGREEMENTS TO PAY A CIVIL PENALTYOF $550,000 TO THE U.S. TREASURY AND A FINE OF $550,000 TO THENASD) AND AN UNDERTAKING TO REVIEW ITS PROCEDURES REGARDINGTHE PRESERVATION OF ELECTRONIC MAIL COMMUNICATIONS FORCOMPLIANCE WITH THE FEDERAL SECURITIES LAWS AND REGULATIONS,AND THE RULES OF THE EXCHANGE AND NASD. WITHIN 90 DAYS OF THEEXECUTION OF THE STIPULATION AND CONSENT EACH RESPONDENTUNDERTAKES AND AGREES TO INFORM THE EXCHANGE IN WRITING THATIT HAS COMPLETED ITS REVIEW AND THAT IT HAS SYSTEMS ANDPROCEDURES IN PLACE REASONABLY DESIGNED TO ENSURECOMPLIANCE WITH THOSE LAWS AND RULES CONCERNING THEPRESERVATION OF ELECTRONIC MAIL COMMUNICATIONS.ENFORCEMENT SHALL HAVE THE DISCRETION, UPON A SHOWING OFGOOD CAUSE, TO EXTEND THE DEADLINE FOR COMPLIANCE WITH THEUNDERTAKING SET FORTH IN THIS PARAGRAPH.

Regulator Statement **12/13/02**THE DECISION IS NOW FINAL AND EFFECTIVE IMMEDIATELY.CONTACT: EVELYN PENA 212-656-5211.

iReporting Source: Firm

Initiated By: NEW YORK STOCK EXCHANGE DIVISION OF ENFORCEMENT

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

CENSURE

Date Initiated: 05/02/2002

Docket/Case Number: HPD #02-227

Principal Product Type: No Product

Other Product Type(s):

Allegations: IT WAS ALLEGED THAT U.S. BANCORP PIPER JAFFRAY VIOLATED NYSERULES 440 & 342 AND SECTION 17(A) OF THE SECURITES AND EXCHANGEACT OF 1934 CONCERNING THE FAILURE TO RETAIN E-MAILCORRESPONDENCE.

Current Status: Final

Resolution Date: 11/22/2002

Resolution:

Sanctions Ordered: CensureMonetary/Fine $1,650,000.00

Decision

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Other Sanctions Ordered: UNDERTAKING

Sanction Details: CENSURED, FINED $1,650,000 WHICH SHALL BE REDUCED BY AMOUNTSPAID PURSUANT TO AGREEMENTS TO PAY A CIVIL MONETARY PENALTY OF$550,000 TO THE U.S. TREASURY AND A FINE OF $550,000 TO THE NYSE INRELATED PROCEEDINGS AND $550,000 TO THE NASD AND ANUNDERTAKING TO REVIEW ITS PROCEDURES REGARDING THEPRESERVATION OF ELECTRONIC MAIL COMMUNICATIONS FORCOMPLIANCE WITH FEDERAL SECURITIES LAWS AND THE RULES OF NASDAND THE EXCHANGE. PAYMENT OF $550,000 WAS PAID TO THE NYSE ON12/6/02, $550,000 TO THE NASD ON 12/6/02 AND $550,000 TO THE SEC ON12/11/02. WITHIN 90 DAYS OF ISSUANCE OF THIS ORDER, UNLESSOTHERWISE EXTENDED BY NASD FOR GOOD CUASE SHOWN,RESPONDENT UNDERTAKES AND AGREES TO INFORM THE EXCHANGE INWRITING THAT IT HAS COMPLETED ITS REVEW AND THAT IT HASESTABLISHED SYSTEMS AND PROCEDURES REASONABLY DESIGNED TOACHIEVE COMPLIANCE WITH THOSE LAWS, REGULATIONS AND RULESCONCERNING THE PREVSERVATION OF ELECTRONIC MAILCOMMUNICATIONS.

Disclosure 89 of 134

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Reporting Source: Regulator

Allegations: **4/21/03**STIP.& CONSENT TO PENALTY FILED BY NYSE DIV. OFENFORCE.CONSENTED TO FINDINGS:WITHOUT ADMITTING OR DENYINGGUILT U.S. BANCORP PIPER JAFFRAY INC. CONSENTED TO FINDINGS BYTHE HEARING PANEL THAT THE FIRM:1.)VIOLATED NYSE RULE 476(A)(6) BYENGAGING IN CONDUCT INCONSISTENT WITH JUST & EQUITABLEPRINCIPLES OF TRADE BY:A. ENGAGING IN ACTS & PRACTICES THATCREATED OR MAINTAINED INAPPROPRIATE INFLUENCE BY THEINVESTMENT BANKING DEPARTMENT OVER RESEARCH ANALYSTSTHEREFORE IMPOSING CONFLICTS OF INTEREST ON ITS RESEARCHANALYSTS & FAILING TO MANAGE THESE CONFLICTS IN ADEQUATE ORAPPROPRIATE MANNER; B. THREATENING TO DROP RESEARCHCOVERAGE IF THE FIRM WAS NOT SELECTED AS A LEAD MANAGER ININVESTMENT BANKING TRANSACTION;C.ISSUING RESEARCH REPORTSON ESPERION THERAPEUTICS INC. & TRITON NETWORK SYSTEMS THATDID NOT PROVIDE A SOUND BASIS FOR EVALUATING FACTS REGARDINGTHOSE COMPANIES BUSINESS PROSPECTS CONTAINED EXAGGERATEDOR UNWARRANTED CLAIMS ABOUT THOSE COMPANIES &/OR CONTAINEDOPINIONS FOR WHICH THERE WAS NO REASONABLE BASIS;D.MAKINGPAYMENTS FOR RESEARCH TO OTHER BROKER-DEALERS NOT INVOLVEDIN AN UNDERWRITING TRANSACTION WHEN THE FIRM KNEW THAT THESEPAYMENTS WERE MADE AT LEAST IN PART FOR RESEARCH COVERAGE &BY FAILING TO DISCLOSE OR CAUSE TO BE DISCLOSED IN OFFERINGDOCUMENTS OR ELSEWHERE THE FACT OF SUCH PAYMENTS;E.RECEIVING PAYMENTS FOR RESEARCH FROM OTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRITING TRANSACTIONSWITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS IN VIOLATION OFSECTION 17(B) OF THE SECURITIES ACT OF 1933.2.VIOLATED NYSE RULE401 BY FAILING TO ADHERE TO THE PRINCIPLES OF GOOD BUSINESSPRACTICE IN THE CONDUCT OF ITS BUSINESS AFFAIRS BY:A.ENGAGING INACTS AND PRACTICES THAT CREATED OR MAINTAINED INAPPROPRIATEINFLUENCE BY THE INVESTMENT BANKING DEPARTMENT OVERRESEARCH ANALYSTS THEREFORE IMPOSING CONFLICTS OF INTERESTON ITS RESEARCH ANALYSTS & FAILING TO MANAGE THESE CONFLICTS INAN ADEQUATE OR APPROPRIATE MANNER;*CONT.ON HISTORICAL FILE*

Current Status: Final

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Initiated By: NEW YORK STOCK EXCHANGE DIVISION OF ENFORCEMENT

Principal Sanction(s)/ReliefSought:

Other Sanction(s)/ReliefSought:

Date Initiated: 04/21/2003

Docket/Case Number: HPD#: 03-71

Principal Product Type: Other

Other Product Type(s):

**4/21/03**STIP.& CONSENT TO PENALTY FILED BY NYSE DIV. OFENFORCE.CONSENTED TO FINDINGS:WITHOUT ADMITTING OR DENYINGGUILT U.S. BANCORP PIPER JAFFRAY INC. CONSENTED TO FINDINGS BYTHE HEARING PANEL THAT THE FIRM:1.)VIOLATED NYSE RULE 476(A)(6) BYENGAGING IN CONDUCT INCONSISTENT WITH JUST & EQUITABLEPRINCIPLES OF TRADE BY:A. ENGAGING IN ACTS & PRACTICES THATCREATED OR MAINTAINED INAPPROPRIATE INFLUENCE BY THEINVESTMENT BANKING DEPARTMENT OVER RESEARCH ANALYSTSTHEREFORE IMPOSING CONFLICTS OF INTEREST ON ITS RESEARCHANALYSTS & FAILING TO MANAGE THESE CONFLICTS IN ADEQUATE ORAPPROPRIATE MANNER; B. THREATENING TO DROP RESEARCHCOVERAGE IF THE FIRM WAS NOT SELECTED AS A LEAD MANAGER ININVESTMENT BANKING TRANSACTION;C.ISSUING RESEARCH REPORTSON ESPERION THERAPEUTICS INC. & TRITON NETWORK SYSTEMS THATDID NOT PROVIDE A SOUND BASIS FOR EVALUATING FACTS REGARDINGTHOSE COMPANIES BUSINESS PROSPECTS CONTAINED EXAGGERATEDOR UNWARRANTED CLAIMS ABOUT THOSE COMPANIES &/OR CONTAINEDOPINIONS FOR WHICH THERE WAS NO REASONABLE BASIS;D.MAKINGPAYMENTS FOR RESEARCH TO OTHER BROKER-DEALERS NOT INVOLVEDIN AN UNDERWRITING TRANSACTION WHEN THE FIRM KNEW THAT THESEPAYMENTS WERE MADE AT LEAST IN PART FOR RESEARCH COVERAGE &BY FAILING TO DISCLOSE OR CAUSE TO BE DISCLOSED IN OFFERINGDOCUMENTS OR ELSEWHERE THE FACT OF SUCH PAYMENTS;E.RECEIVING PAYMENTS FOR RESEARCH FROM OTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRITING TRANSACTIONSWITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS IN VIOLATION OFSECTION 17(B) OF THE SECURITIES ACT OF 1933.2.VIOLATED NYSE RULE401 BY FAILING TO ADHERE TO THE PRINCIPLES OF GOOD BUSINESSPRACTICE IN THE CONDUCT OF ITS BUSINESS AFFAIRS BY:A.ENGAGING INACTS AND PRACTICES THAT CREATED OR MAINTAINED INAPPROPRIATEINFLUENCE BY THE INVESTMENT BANKING DEPARTMENT OVERRESEARCH ANALYSTS THEREFORE IMPOSING CONFLICTS OF INTERESTON ITS RESEARCH ANALYSTS & FAILING TO MANAGE THESE CONFLICTS INAN ADEQUATE OR APPROPRIATE MANNER;*CONT.ON HISTORICAL FILE*

Resolution Date: 05/23/2003

Resolution:

Other Sanctions Ordered: CONSENT TO CENSURE, A TOTAL PAYMENT OF $32,500,000 AND ANUNDERTAKING

Sanction Details: **4/22/03**DECISION 03-71 ISSUED BY NYSE HEARING PANELDECISION:VIOLATED EXCHANGE RULES 476(A)(6) AND 401 BY ENGAGINGIN ACTS THAT CREATED OR MAINTAINED INAPPROPRIATE INFLUENCE BYTHE INVESTMENT BANKING DEPARTMENT OVER RESEARCH ANALYSTS,THEREFORE IMPOSING CONFLICTS OF INTEREST ON ITS RESEARCHANALYSTS, BY FAILING TO MANAGE THESE CONFLICTS IN AN ADEQUATEOR APPROPRIATE MANNER, BY THREATENING TO DROP RESEARCHCOVERAGE IF THE FIRM WAS NOT SELECTED AS A LEAD MANAGER IN ANINVESTMENT BANKING TRANSACTION, BY ISSUING CERTAIN RESEARCHREPORTS THAT DID NOT PROVIDE A SOUND BASIS FOR EVALUATINGCOMPANIES, BY MAKING PAYMENTS FOR RESEARCH TO OTHER BROKER-DEALERS FOR RESEARCH COVERAGE AND BY FAILING TO DISCLOSE ORCAUSE TO BE DISCLOSED SUCH PAYMENTS IN OFFERING DOCUMENTSOR ELSEWHERE, BY RECEIVING PAYMENTS FOR RESEARCH WITHOUTDISCLOSURE; VIOLATED EXCHANGE RULE 472 BY ISSUING CERTAINRESEARCH REPORTS THAT CONTAINED OPINIONS FOR WHICH THEREWAS NO REASONABLE BASIS AND BY MAKING PAYMENTS TO OTHERBROKER-DEALERS FOR RESEARCH, BY FAILING TO DISCLOSE OR CAUSETO BE DISCLOSED SUCH PAYMENTS IN OFFERING DOCUMENTS ORELSEWHERE, AND BY RECEIVING PAYMENTS FOR RESEARCH INCONJUNCTION WITH UNDERWRITING TRANSACTIONS WITHOUTDISCLOSING RECEIPT OF SUCH PAYMENTS; AND VIOLATED EXCHANGERULE 342 BY FAILING TO ESTABLISH AND MAINTAIN ADEQUATE POLICIES,SYSTEMS, AND PROCEDURES FOR SUPERVISION AND CONTROL OF ITSRESEARCH AND INVESTMENT BANKING DEPARTMENTS CONSENT TOCENSURE, A TOTAL PAYMENT OF $32,500,000 AND AN UNDERTAKING.

Sanctions Ordered: CensureMonetary/Fine $32,500,000.00

Decision

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**4/22/03**DECISION 03-71 ISSUED BY NYSE HEARING PANELDECISION:VIOLATED EXCHANGE RULES 476(A)(6) AND 401 BY ENGAGINGIN ACTS THAT CREATED OR MAINTAINED INAPPROPRIATE INFLUENCE BYTHE INVESTMENT BANKING DEPARTMENT OVER RESEARCH ANALYSTS,THEREFORE IMPOSING CONFLICTS OF INTEREST ON ITS RESEARCHANALYSTS, BY FAILING TO MANAGE THESE CONFLICTS IN AN ADEQUATEOR APPROPRIATE MANNER, BY THREATENING TO DROP RESEARCHCOVERAGE IF THE FIRM WAS NOT SELECTED AS A LEAD MANAGER IN ANINVESTMENT BANKING TRANSACTION, BY ISSUING CERTAIN RESEARCHREPORTS THAT DID NOT PROVIDE A SOUND BASIS FOR EVALUATINGCOMPANIES, BY MAKING PAYMENTS FOR RESEARCH TO OTHER BROKER-DEALERS FOR RESEARCH COVERAGE AND BY FAILING TO DISCLOSE ORCAUSE TO BE DISCLOSED SUCH PAYMENTS IN OFFERING DOCUMENTSOR ELSEWHERE, BY RECEIVING PAYMENTS FOR RESEARCH WITHOUTDISCLOSURE; VIOLATED EXCHANGE RULE 472 BY ISSUING CERTAINRESEARCH REPORTS THAT CONTAINED OPINIONS FOR WHICH THEREWAS NO REASONABLE BASIS AND BY MAKING PAYMENTS TO OTHERBROKER-DEALERS FOR RESEARCH, BY FAILING TO DISCLOSE OR CAUSETO BE DISCLOSED SUCH PAYMENTS IN OFFERING DOCUMENTS ORELSEWHERE, AND BY RECEIVING PAYMENTS FOR RESEARCH INCONJUNCTION WITH UNDERWRITING TRANSACTIONS WITHOUTDISCLOSING RECEIPT OF SUCH PAYMENTS; AND VIOLATED EXCHANGERULE 342 BY FAILING TO ESTABLISH AND MAINTAIN ADEQUATE POLICIES,SYSTEMS, AND PROCEDURES FOR SUPERVISION AND CONTROL OF ITSRESEARCH AND INVESTMENT BANKING DEPARTMENTS CONSENT TOCENSURE, A TOTAL PAYMENT OF $32,500,000 AND AN UNDERTAKING.

Regulator Statement **5/23/03**THE DECISION IS NOW FINAL AND EFFECTIVE IMMEDIATELY.CONTACT:EVELYN PENA 212-656-5211

iReporting Source: Firm

Allegations: IT WAS ALLEGED THAT U.S. BANCORP PIPER JAFFRAY VIOLATED NYSERULE 476(A)(6), NYSE RULE 401 AND NYSE RULE 472 AND NYSE RULE 342BY ENGAGING IN CONDUCT INCONSISTENT WITH JUST & EQUITABLEPRINCIPLES OF TRADE BY: A) ENGAGING IN ACTS & PRACTICES THATCREATED OR MAINTAINED INAPPROPRIATE INFLUENCE BY THEINVESTMENT BANKING DEPARTMENT OVER RESEARCH ANALYSTSTHEREFORE IMPOSING CONFLICTS OF INTEREST ON ITS RESEARCHANALYSTS & FAILING TO MANAGE THESE CONFLICTS IN ADEQUATE ORAPPROPRIATE MANNER; B) THREATENING TO DROP RESEARCHCOVERAGE IF THE FIRM WAS NOT SELECTED AS A LEAD MANAGER IN ANINVESTMENT BANKING TRANSACTION; C) ISSUING RESEARCH REPORTSON ESPERION THERAPEUTICS INC. & TRITON NETWORK SYSTEMS THATDID NOT PROVIDE A SOUND BASIS FOR EVALUATING FACTS REGARDINGTHOSE COMPANIES & THEIR BUSINESS PROSPECTS; CONTAINEDEXAGGERATED OR UNWARRANTED CLAIMS ABOUT THOSE COMPANIES&/OR CONTAINED OPINIONS FOR WHICH THERE WAS NO REASONABLEBASIS D) MAKING PAYMENTS FOR RESEARCH TO OTHER BROKER-DEALERS NOT INVOLVED IN AN UNDERWRITING TRANSACTION WHEN THEFIRM KNEW THAT THESE PAYMENTS WERE MADE AT LEAST IN PART FORRESEARCH COVERAGE & BY FAILING TO DISCLOSE OR CAUSE TO BEDISCLOSED IN OFFERING DOCUMENTS OR ELSEWHERE THE FACT OFSUCH PAYMENTS; AND E) RECEIVING PAYMENTS FOR RESEARCH FROMOTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRITINGTRANSACTIONS WITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS.

Current Status: Final

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Initiated By: NEW YORK STOCK EXCHANGE DIVISION OF ENFORCEMENT

Principal Sanction(s)/ReliefSought:

Censure

Other Sanction(s)/ReliefSought:

Date Initiated: 04/21/2003

Docket/Case Number: NYSE DECISION 03-71

Principal Product Type: Other

Other Product Type(s): RESEARCH

IT WAS ALLEGED THAT U.S. BANCORP PIPER JAFFRAY VIOLATED NYSERULE 476(A)(6), NYSE RULE 401 AND NYSE RULE 472 AND NYSE RULE 342BY ENGAGING IN CONDUCT INCONSISTENT WITH JUST & EQUITABLEPRINCIPLES OF TRADE BY: A) ENGAGING IN ACTS & PRACTICES THATCREATED OR MAINTAINED INAPPROPRIATE INFLUENCE BY THEINVESTMENT BANKING DEPARTMENT OVER RESEARCH ANALYSTSTHEREFORE IMPOSING CONFLICTS OF INTEREST ON ITS RESEARCHANALYSTS & FAILING TO MANAGE THESE CONFLICTS IN ADEQUATE ORAPPROPRIATE MANNER; B) THREATENING TO DROP RESEARCHCOVERAGE IF THE FIRM WAS NOT SELECTED AS A LEAD MANAGER IN ANINVESTMENT BANKING TRANSACTION; C) ISSUING RESEARCH REPORTSON ESPERION THERAPEUTICS INC. & TRITON NETWORK SYSTEMS THATDID NOT PROVIDE A SOUND BASIS FOR EVALUATING FACTS REGARDINGTHOSE COMPANIES & THEIR BUSINESS PROSPECTS; CONTAINEDEXAGGERATED OR UNWARRANTED CLAIMS ABOUT THOSE COMPANIES&/OR CONTAINED OPINIONS FOR WHICH THERE WAS NO REASONABLEBASIS D) MAKING PAYMENTS FOR RESEARCH TO OTHER BROKER-DEALERS NOT INVOLVED IN AN UNDERWRITING TRANSACTION WHEN THEFIRM KNEW THAT THESE PAYMENTS WERE MADE AT LEAST IN PART FORRESEARCH COVERAGE & BY FAILING TO DISCLOSE OR CAUSE TO BEDISCLOSED IN OFFERING DOCUMENTS OR ELSEWHERE THE FACT OFSUCH PAYMENTS; AND E) RECEIVING PAYMENTS FOR RESEARCH FROMOTHER BROKER-DEALERS IN CONJUNCTION WITH UNDERWRITINGTRANSACTIONS WITHOUT DISCLOSING RECEIPT OF SUCH PAYMENTS.

Resolution Date: 05/23/2003

Resolution:

Other Sanctions Ordered: UNDERTAKING

Sanction Details: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY CONSENTED TO THE DESCRIBED SANCTIONS AND TO THEENTRY OF FINDINGS, THEREFORE, THE FIRM IS CENSURED, REQUIRED TOPAY $32,500,000 AS SPECIFIED IN THE FINAL JUDGMENT ORDERED IN ARELATED ACTION FILED BY THE SEC WHICH INCLUDES A FINE OF$12,500,000, DISGORGEMENT OF $12,500,000 IN COMMISSIONS, FEES ANDOTHER MONIES AND PAYMENT OF $7,500,000 FOR THE PROCUREMENT OFINDEPENDENT RESEARCH. UPON EXECUTION OF THE STATE OFWASHINGTON DEPARTMENT OF FINANCIAL INSTITUTION SECURITIESDIVISION'S CONSENT ORDER PAYMENT OF $227,074 WAS PAID ON 4/23/03TO THE WASHINGTON STATE SECURITIES DIVISION. 10 BUSINESS DAYSFROM ENTRY OF THE FINAL JUDGMENT, A WIRE TRANSFER OF $12,500,000WILL BE SENT TO THE UNITED STATE DISTRICT COURT FOR THESOUTHERN DISTRICT OF NEW YORK.

Sanctions Ordered: CensureMonetary/Fine $32,500,000.00

Stipulation and Consent

Disclosure 90 of 134

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Reporting Source: Regulator

Current Status: Final

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Initiated By: NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC.

Principal Sanction(s)/ReliefSought:

Other Sanction(s)/ReliefSought:

Date Initiated: 04/24/2003

Docket/Case Number: CAF030020

Principal Product Type: Other

Other Product Type(s): RESEARCH

Allegations: SECTION 17(B) OF THE SECURITIES ACT, NASD RULES 2110, 2210(D)(1),2210(D)(1)(A), 2210(D)(2), AND 3010(A) – RESPONDENT MEMBER ENGAGEDIN ACTS AND PRACTICES THAT CREATED AND/OR MAINTAINEDINAPPROPRIATE INFLUENCE BY INVESTMENT BANKING OVER RESEARCHANALYSTS AND THEREFORE IMPOSED CONFLICTS OF INTEREST ONRESEARCH ANALYSTS AND FAILED TO MANAGE THESE CONFLICTS IN ANADEQUATE AND APPROPRIATE MANNER; ISSUED RESEARCH REPORTS ONIPOS THAT WERE NOT BASED ON PRINCIPLES OF FAIR DEALING ANDGOOD FAITH AND DID NOT PROVIDE A SOUND BASIS FOR EVALUATINGFACTS, CONTAINED EXAGGERATED OR UNWARRANTED CLAIMS ABOUTTHESE COMPANIES, AND/OR CONTAINED OPINIONS FOR WHICH THEREWAS NO REASONABLE BASIS; INAPPROPRIATELY THREATENEDEXECUTIVES OF A POTENTIAL INVESTMENT BANKING CLIENT BY STATINGTHAT THE FIRM WOULD DROP RESEARCH COVERAGE OF THE COMPANYIF THE FIRM WAS NOT SELECTED AS THE LEAD MANAGER IN ANINVESTMENT BANKING TRANSACTION; RECEIVED COMPENSATION,DIRECTLY OR INDIRECTLY, FROM AN ISSUER, UNDERWRITER, OR DEALER,IN PART, FOR ISSUING RESEARCH REPORTS WITHOUT FULLY DISCLOSINGTHE RECEIPT OR THE AMOUNT OF THE COMPENSATION; MADE PAYMENTSFOR RESEARCH TO OTHER BROKER-DEALERS NOT INVOLVED IN ANUNDERWRITING TRANSACTION WHEN THE FIRM KNEW THAT THESEPAYMENTS WERE MADE, AT LEAST IN PART, FOR RESEARCH COVERAGEAND FAILED TO DISCLOSE, OR CAUSE TO BE DISCLOSED IN OFFERINGDOCUMENTS OR ELSEWHERE THE FACT OF SUCH PAYMENTS; AND FAILEDTO ESTABLISH AND MAINTAIN ADEQUATE PROCEDURES TO PROTECTRESEARCH ANALYSTS FROM CONFLICTS OF INTEREST, FAILED TOIMPLEMENT A SYSTEM TO DETECT AND INSULATE ITS RESEARCHANALYSTS FROM IMPROPER INFLUENCE AND PRESSURE BY INVESTMENTBANKING PERSONNEL AND, INSTEAD, MOTIVATED RESEARCH ANALYSTSTO ISSUE RESEARCH THAT WOULD ATTRACT AND RETAIN INVESTMENTBANKING BUSINESS.

Current Status: Final

Resolution: Acceptance, Waiver & Consent(AWC)206©2018 FINRA. All rights reserved. Report about PIPER JAFFRAY & CO.

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Resolution Date: 04/24/2003

Resolution:

Other Sanctions Ordered: PAYMENT OF $7,500,000 FOR THE PROCUREMENT OF INDEPENDENTRESEARCH

Sanction Details: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFREY INC. CONSENTED TO THE DESCRIBED SANCTIONS AND TOTHE ENTRY OF FINDINGS, THEREFORE, THE FIRM IS CENSURED,REQUIRED TO PAY $32,500,000 AS SPECIFIED IN THE FINAL JUDGMENTORDERED IN A RELATED ACTION FILED BY THE SEC WHICH INCLUDES AFINE OF $12,500,000, DISGORGEMENT OF $12,500,000 IN COMMISSIONS,FEES AND OTHER MONIES, AND PAYMENT OF $7,500,000 FOR THEPROCUREMENT OF INDEPENDENT RESEARCH. THE MONETARYSANCTIONS IMPOSED BY NASD SHALL BE REDUCED BY THE AMOUNTSPAID BY RESPONDENT PURSUANT TO THE FINAL JUDGMENT.

Regulator Statement RESPONDENT AGREES THAT IT SHALL NOT SEEK OR ACCEPT, DIRECTLYOR INDIRECTLY, REIMBURSEMENT OR INDEMNIFICATION, INCLUDING BUTNOT LIMITED TO PAYMENT MADE PURSUANT TO ANY INSURANCE POLICY,WITH REGARD TO ANY FINE/PENALTY AMOUNTS THAT RESPONDENTSHALL PAY PURSUANT TO SECTION II OF THE FINAL JUDGMENT,REGARDLESS OF WHETHER SUCH FINE/PENALTY AMOUNTS OR ANY PARTTHEREOF ARE ADDED TO THE DISTRIBUTION FUND ACCOUNT OROTHERWISE USED FOR THE BENEFIT OF INVESTORS. RESPONDENTFURTHER AGREES THAT IT SHALL NOT CLAIM, ASSET, OR APPLY FOR A TAXDEDUCTION OR TAX CREDIT WITH REGARD TO ANY FEDERAL, STATE, ORLOCAL TAX FOR ANY FINE/PENALTY AMOUNTS THAT RESPONDENT SHALLPAY PURSUANT TO SECTION II OF THE FINAL JUDGMENT, REGARDLESS OFWHETHER SUCH FINE/PENALTY AMOUNTS OR ANY PART THEREOF AREADDED TO THE DISTRIBUTION FUND ACCOUNT OR OTHERWISE USED FORTHE BENEFIT OF INVESTORS. RESPONDENT UNDERSTANDS ANDACKNOWLEDGES THAT THESE PROVISIONS ARE NOT INTENDED TO IMPLYTHAT NASD WOULD AGREE THAT ANY OTHER AMOUNTS RESPONDENTSHALL PAY PURSUANT TO THE FINAL JUDGMENT MAY BE REIMBURSED ORINDEMNIFIED (WHETHER PURSUANT TO AN INSURANCE POLICY OROTHERWISE) UNDER APPLICABLE LAW OR MAY BE THE BASIS FOR ANYTAX DEDUCTION OR TAX CREDIT WITH REGARD TO ANY FEDERAL, STATE,OR LOCAL TAX.

Sanctions Ordered: CensureMonetary/Fine $12,500,000.00Disgorgement/Restitution

Acceptance, Waiver & Consent(AWC)

iReporting Source: Firm

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Initiated By: NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC.

Principal Sanction(s)/ReliefSought:

Censure

Other Sanction(s)/ReliefSought:

Date Initiated: 04/24/2003

Docket/Case Number: CAF030020

Principal Product Type: Other

Other Product Type(s): RESEARCH

Allegations: IT WAS ALLEGED THAT U.S. BANCORP PIPER JAFFRAY VIOLATED SECTION17(B) OF THE SECURITIES EXCHANGE ACT, NASD RULES 2110, 2210(D)(1),2210(D)(1)(A), 2210(D)(2) AND 3010(A) BY ENGAGING IN CONDUCTINCONSISTENT WITH JUST & EQUITABLE PRINCIPLES OF TRADE BY:A.)ENGAGING IN ACTS & PRACTICES THAT CREATED OR MAINTAINEDINAPPROPRIATE INFLUENCE BY THE INVESTMENT BANKING DEPARTMENTOVER RESEARCH ANALYSTS THEREFORE IMPOSING CONFLICTS OFINTEREST ON ITS RESEARCH ANALYSTS & FAILING TO MANAGE THESECONFLICTS IN ADEQUATE OR APPROPRIATE MANNER; B) THREATENINGTO DROP RESEARCH COVERAGE IF THE FIRM WAS NOT SELECTED AS ALEAD MANAGER IN AN INVESTMENT BANKING TRANSACTION; C) ISSUINGRESEARCH REPORTS ON ESPERION THERAPEUTICS INC. & TRITONNETWORK SYSTEMS THAT DID NOT PROVIDE A SOUND BASIS FOREVALUATING FACTS REGARDING THOSE COMPANIES & THEIR BUSINESSPROSPECTS; CONTAINED EXAGGERATED OR UNWARRANTED CLAIMSABOUT THOSE COMPANIES &/OR CONTAINED OPINIONS FOR WHICHTHERE WAS NO REASONABLE BASIS D) MAKING PAYMENTS FORRESEARCH TO OTHER BROKER-DEALERS NOT INVOLVED IN ANUNDERWRITING TRANSACTION WHEN THE FIRM KNEW THAT THESEPAYMENTS WERE MADE AT LEAST IN PART FOR RESEARCH COVERAGE &BY FAILING TO DISCLOSE OR CAUSE TO BE DISCLOSED IN OFFERINGDOCUMENTS OR ELSEWHERE THE FACT OF SUCH PAYMENTS; AND E)RECEIVING PAYMENTS FOR RESEARCH FROM OTHER BROKER-DEALERSIN CONJUNCTION WITH UNDERWRITING TRANSACTIONS WITHOUTDISCLOSING RECEIPT OF SUCH PAYMENTS.

Current Status: Final

Resolution Date: 04/24/2003

Resolution:

Sanctions Ordered: CensureMonetary/Fine $12,500,000.00Disgorgement/Restitution

Acceptance, Waiver & Consent(AWC)

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Other Sanctions Ordered: PAYMENT OF $7,500,000 FOR THE PROCUREMENT OF INDEPENDENTRESEARCH

Sanction Details: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, U.S. BANCORPPIPER JAFFRAY CONSENTED TO THE DESCRIBED SANCTIONS AND TO THEENTRY OF FINDINGS, THEREFORE, THE FIRM IS CENSURED, REQUIRED TOPAY $32,500,000 AS SPECIFIED IN THE FINAL JUDGMENT ORDERED IN ARELATED ACTION FILED BY THE SEC WHICH INCLUDES A FINE OF$12,500,000, DISGORGEMENT OF $12,500,000 IN COMMISSIONS, FEES ANDOTHER MONIES, AND PAYMENT OF $7,500,000 FOR THE PROCUREMENT OFINDEPENDENT RESEARCH. THE MONETARY SANCTIONS IMPOSED BYNASD SHALL BE REDUCED BY THE AMOUNTS PAID BY PIPER PURSUANTTO FINAL JUDGMENT. UPON EXECUTION OF THE STATE OF WASHINGTONDEPARTMENT OF FINANCIAL INSTITUTION SECURITIES DIVISION'SCONSENT ORDER, PAYMENT OF $227,074 WAS PAID ON 4/23/03 TOWASHINGTON STATE SECURITIES DIVISION. 10 BUSINESS DAYS FROMENTRY OF THE FINAL JUDGMENT, A WIRE TRANSFER OF $12,500,000 WILLBE SENT TO THE UNITED STATES DISTRICT COURT FOR THE SOUTHERNDISTRICT OF NEW YORK.

CensureMonetary/Fine $12,500,000.00Disgorgement/Restitution

Disclosure 91 of 134

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Reporting Source: Regulator

Allegations: NASD CONDUCT RULE 3320, NASD MARKETPLACE RULE 4613(B), 4613(E),4613(E)(1)(C), AND SEC RULE 11AC1-1 - RESPONDENT MEMBER ("FIRM"), AMARKET MAKER IN SECURITIES, WITHOUT MAKING REASONABLEEFFORTS TO AVOID A LOCKED OR CROSSED MARKET BY EXECUTINGTRANSACTIONS WITH ALL MARKET MAKERS WHOSE QUOTATIONS WOULDBE LOCKED OR CROSSED, ENTERED BID OR ASKED QUOTATIONS IN THENASDAQ STOCK MARKET, WHICH CAUSED A LOCKED OR CROSSEDMARKET CONDITION TO OCCUR IN EACH INSTANCE. IN ADDITION, THEFIRM AS A MARKET MAKER IN SECURITIES, WAS A PARTY TO A LOCKED ORCROSSED MARKET CONDITION PRIOR TO THE MARKET OPENING ANDRECEIVED A TRADE-OR-MOVE MESSAGE IN EACH INSTANCE THROUGHSELECTNET AND WITHIN 30 SECONDS OF RECEIVING SUCH MESSAGES,FAILED TO FILL THE INCOMING TRADE-OR-MOVE MESSAGE FOR THE FULLSIZE OF THE MESSAGE OR MOVE ITS BID DOWN (OFFER UP) BY AQUOTATION INCREMENT THAT WOULD HAVE UNLOCKED/UNCROSSED THEMARKET. FURTHERMORE, THE FIRM WAS A MARKET MAKER INSECURITIES, AND AN ORDER WAS PRESENTED TO THE FIRM AT THEFIRM'S PUBLISHED BID OR PUBLISHED OFFER IN AN AMOUNT UP TO ITSPUBLISHED QUOTATION SIZE. THE FIRM FAILED TO EXECUTE THE ORDERSUPON PRESENTMENT AND THEREBY FAILED TO HONOR ITS PUBLISHEDQUOTATION.

Current Status: Final

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Initiated By: NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC.

Principal Sanction(s)/ReliefSought:

Other Sanction(s)/ReliefSought:

Date Initiated: 03/27/2003

Docket/Case Number: CMS030070

Principal Product Type: Other

Other Product Type(s): UNKOWN TYPE OF SECURITIES

NASD CONDUCT RULE 3320, NASD MARKETPLACE RULE 4613(B), 4613(E),4613(E)(1)(C), AND SEC RULE 11AC1-1 - RESPONDENT MEMBER ("FIRM"), AMARKET MAKER IN SECURITIES, WITHOUT MAKING REASONABLEEFFORTS TO AVOID A LOCKED OR CROSSED MARKET BY EXECUTINGTRANSACTIONS WITH ALL MARKET MAKERS WHOSE QUOTATIONS WOULDBE LOCKED OR CROSSED, ENTERED BID OR ASKED QUOTATIONS IN THENASDAQ STOCK MARKET, WHICH CAUSED A LOCKED OR CROSSEDMARKET CONDITION TO OCCUR IN EACH INSTANCE. IN ADDITION, THEFIRM AS A MARKET MAKER IN SECURITIES, WAS A PARTY TO A LOCKED ORCROSSED MARKET CONDITION PRIOR TO THE MARKET OPENING ANDRECEIVED A TRADE-OR-MOVE MESSAGE IN EACH INSTANCE THROUGHSELECTNET AND WITHIN 30 SECONDS OF RECEIVING SUCH MESSAGES,FAILED TO FILL THE INCOMING TRADE-OR-MOVE MESSAGE FOR THE FULLSIZE OF THE MESSAGE OR MOVE ITS BID DOWN (OFFER UP) BY AQUOTATION INCREMENT THAT WOULD HAVE UNLOCKED/UNCROSSED THEMARKET. FURTHERMORE, THE FIRM WAS A MARKET MAKER INSECURITIES, AND AN ORDER WAS PRESENTED TO THE FIRM AT THEFIRM'S PUBLISHED BID OR PUBLISHED OFFER IN AN AMOUNT UP TO ITSPUBLISHED QUOTATION SIZE. THE FIRM FAILED TO EXECUTE THE ORDERSUPON PRESENTMENT AND THEREBY FAILED TO HONOR ITS PUBLISHEDQUOTATION.

Resolution Date: 03/27/2003

Resolution:

Other Sanctions Ordered:

Sanction Details: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, RESPONDENT FIRMCONSENTED TO THE DESCRIBED SANCTIONS AND TO THE ENTRY OFFINDINGS; THEREFORE, THE FIRM IS CENSURED AND FINED $40,000.

Sanctions Ordered: CensureMonetary/Fine $40,000.00

Acceptance, Waiver & Consent(AWC)

iReporting Source: Firm

Initiated By: NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC., DEPARTMENT OFMARKET REGULATION

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Date Initiated: 12/23/2002

Docket/Case Number: CMS030070

Principal Product Type: Equity - OTC

Other Product Type(s):

Allegations: ALLEGED VIOLATIONS OF NASD MARKETPLACE RULE 4613(E), NASDMARKETPLACE RULE 4613(E)(1)(C), SEC RULE 11AC1-1, NASD CONDUCTRULE 3320 AND NASD MARKETPLACE RULE 4613(B).

Current Status: Final

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Other Sanction(s)/ReliefSought:

Resolution Date: 03/27/2003

Resolution:

Other Sanctions Ordered:

Sanction Details: $40,000 FINE ($15,000 FOR LOCKED-CROSSED MARKET VIOLATIONS,$20,000 FOR TRADE-OR-MOVE VIOLATIONS, AND $5,000 FOR FIRM QUOTEVIOLATIONS. CHECK FOR $40,000 WAS SENT TO THE NASD ON FEBRUARY28, 2003.

Sanctions Ordered: CensureMonetary/Fine $40,000.00

Acceptance, Waiver & Consent(AWC)

Disclosure 92 of 134

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Reporting Source: Regulator

Initiated By: UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Principal Sanction(s)/ReliefSought:

Cease and Desist

Other Sanction(s)/ReliefSought:

CIVIL PENALTIES, CENSURE, UNDERTAKING

Date Initiated: 12/03/2002

Docket/Case Number: FILE NO. 3-10957

Principal Product Type: No Product

Other Product Type(s):

Allegations: SEC ADMINISTRATIVE PROCEEDING RELEASE 34-46937, DECEMBER 3,2002; THIS ACTION CONCERNS RESPONDENTS' VIOLATIONS OF THERECORD-KEEPING REQUIREMENTS OF SECTION 17(A) OF THE EXCHANGEACT AND RULE 17A-4 THEREUNDER DURING THE PERIOD FROM 1999 TOAT LEAST 2001 (THE "RELEVANT PERIOD"). DURING ALL OR PART OF THERELEVANT PERIOD, RESPONDENT FAILED TO PRESERVE FOR THREEYEARS, AND/OR TO PRESERVE IN AN ACCESSIBLE PLACE FOR TWOYEARS, ELECTRONIC MAIL COMMUNICATIONS (INCLUDING INTER-OFFICEMEMORANDA AND COMMUNICATIONS) RECEIVED AND SENT BY ITSAGENTS AND EMPLOYEES THAT RELATED TO ITS BUSINESS AS A MEMBEROF AN EXCHANGE, BROKER OR DEALER. RESPONDENT LACKEDADEQUATE SYSTEMS OR PROCEDURES FOR THE PRESERVATION OFELECTRONIC MAIL COMMUNICATIONS.

Current Status: Final

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Other Sanction(s)/ReliefSought:

CIVIL PENALTIES, CENSURE, UNDERTAKING

Resolution Date: 12/03/2002

Resolution:

Other Sanctions Ordered: UNDERTAKING: TO REVIEW ITS PROCEDURES REGARDING THEPRESERVATION OF ELECTRONIC MAIL COMMUNICATIONS FORCOMPLIANCE WITH THE FEDERAL SECURITIES LAWS AND REGULATION,AND THE RULES OF NASD AND NEW YORK STOCK EXCHANGE.

Sanction Details: RESPONDENT PURSUANT TO SECTION 21C OF THE EXCHANGE ACT,CEASE AND DESIST FROM COMMITTING OR CAUSING ANY VIOLATIONSAND ANY FUTURE VIOLATIONS OF SECTION 17(A) OF THE EXCHANGE ACTAND RULE 17A-4 PROMULGATED THEREUNDER, CENSURED PURSUANT TOSECTION 15(B)(4) OF THE EXCHANGE ACT, AND SHALL, WITHIN TEN DAYSOF THE ENTRY OF THIS ORDER, PAY THE AMOUNT OF $1,650,000.

Sanctions Ordered: CensureMonetary/Fine $1,650,000.00Cease and Desist/Injunction

Order

iReporting Source: Firm

Initiated By: UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

CENSURE, UNDERTAKING & CEASE AND DESIST

Date Initiated: 05/02/2002

Docket/Case Number: FILE NO. 3-10957

Principal Product Type: No Product

Other Product Type(s):

Allegations: ALLEGES USBPJI FOR VIOLATIONS OF SEC RULE 17A-4 AND NASDCONDUCT RULES 2110 AND 3110 CONCERNING THE FAILURE TO RETAIN E-MAIL CORRESPONDENCE.

Current Status: Final

Resolution Date: 12/03/2002

Resolution:

Sanctions Ordered: CensureMonetary/Fine $1,650,000.00Cease and Desist/Injunction

Order

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Other Sanctions Ordered: UNDERTAKING: TO REVIEW ITS PROCEDURES REGARDING THEPRESERVATION OF ELECTRONIC MAIL COMMUNICATIONS FORCOMPLIANCE WITH THE FEDERAL SECURITIES LAWS AND REGULATIONAND THE RULES OF NASD AND NEW YORK STOCK EXCHANGE.

Sanction Details: PIPER JAFFRAY PURSUANT TO SECTION 21C OF THE EXCHANGE ACT,CEASE AND DESIST FROM COMMITTING OR CAUSING ANY VIOLATIONSAND ANY FUTURE VIOLATIONS OF SECTION 17(A) OF THE EXCHANGE ACTAND RULE 17A-4 PROMULGATED THEREUNDER, CENSURED PURSUANT TOSECTION 15(B)(4) OF THE EXCHANGE ACT, AND SHALL, WITHIN TEN DAYSOF THE ENTRY OF THIS ORDER, PAY THE AMOUNT OF $1,650,000.PAYMENT OF $550,000 WAS PAID TO THE NYSE ON 12/6/02, $550,000 WASPAID TO THE NASD ON 12/6/02 AND $550,000 WAS PAID TO THE SEC ON12/11/02.

Sanctions Ordered: CensureMonetary/Fine $1,650,000.00Cease and Desist/Injunction

Disclosure 93 of 134

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Reporting Source: Regulator

Initiated By: NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC.

Principal Sanction(s)/ReliefSought:

Other Sanction(s)/ReliefSought:

Date Initiated: 11/22/2002

Docket/Case Number: CAF020064

Principal Product Type: No Product

Other Product Type(s):

Allegations: SECTION 17(A) OF THE EXCHANGE ACT, RULE 17A-4 THEREUNDER, NASDRULES 3010 AND 3110 ? WITHOUT ADMITTING OR DENYING THEALLEGATIONS, RESPONDENT MEMBER CONSENTED TO THE ENTRY OFFINDINGS THAT IT FAILED TO KEEP ELECTRONIC MAIL COMMUNICATIONSFOR THREE YEARS AND/OR FAILED TO PRESERVE ELECTRONIC MAILCOMMUNICATIONS FOR THE FIRST TWO YEARS IN AN ACCESSIBLE PLACE;AND, HAD INADEQUATE SUPERVISORY SYSTEMS AND PROCEDURES THATWERE NOT REASONABLY DESIGNED TO ACHIEVE COMPLIANCE WITHSECTION 17(A) OF THE EXCHANGE ACT, RULE 17A-4 THEREUNDER ANDNASD RULE 3110 REGARDING PRESERVATION OF BOOKS AND RECORDS.

Current Status: Final

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Other Sanction(s)/ReliefSought:

Resolution Date: 11/22/2002

Resolution:

Other Sanctions Ordered: UNDERTAKING

Sanction Details: CENSURED, FINED $1,650,000 WHICH SHALL BE REDUCED BY AMOUNTSPAID PURSUANT TO AGREEMENTS TO PAY A CIVIL MONETARY PENALTY OF$550,000 TO THE U.S. TREASURY AND A FINE OF $550,000 TO THE NYSE INRELATED PROCEEDINGS. PAYMENTS TO NASD SHALL BE MADE WITHIN 10DAYS OF NOTICE OF ACCEPTANCE OF THIS AWC AND AN UNDERTAKINGTO REVIEW ITS PROCEDURES REGARDING THE PRESERVATION OFELECTRONIC MAIL COMMUNICATIONS FOR COMPLIANCE WITH FEDERALSECURITIES LAWS AND THE RULES OF NASD AND THE EXCHANGE. WITHIN90 DAYS OF ISSUANCE OF THIS ORDER, UNLESS OTHERWISE EXTENDEDBY NASD FOR GOOD CAUSE SHOWN, RESPONDENT UNDERTAKES ANDAGREES TO INFORM NASD IN WRITING THAT IT HAS COMPLETED ITSREVIEW AND THAT IT HAS ESTABLISHED SYSTEMS AND PROCEDURESREASONABLY DESIGNED TO ACHIEVE COMPLIANCE WITH THOSE LAWS,REGULATIONS, AND RULES CONCERNING THE PRESERVATION OFELECTRONIC MAIL COMMUNICATIONS.

Sanctions Ordered: CensureMonetary/Fine $1,650,000.00

Acceptance, Waiver & Consent(AWC)

iReporting Source: Firm

Initiated By: NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC.

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

CENSURE

Date Initiated: 05/02/2002

Docket/Case Number: CAF020064

Principal Product Type: No Product

Other Product Type(s):

Allegations: ALLEGES USBPJI FOR VIOLATIONS OF SEC RULE 17A-4 AND NASDCONDUCT RULES 2110 AND 3110 CONCERNING THE FAILURE TO RETAIN E-MAIL CORRESPONDENCE.

Current Status: Final

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Other Sanction(s)/ReliefSought:

CENSURE

Resolution Date: 11/22/2002

Resolution:

Other Sanctions Ordered: UNDERTAKING

Sanction Details: CENSURED, FINED $1,650,000 WHICH SHALL BE REDUCED BY AMOUNTSPAID PURSUANT TO AGREEMENTS TO PAY A CIVIL MONETARY PENALTY OF$550,000 TO THE U.S. TREASURY AND A FINE OF $550,000 TO THE NYSE INRELATED PROCEEDINGS. PAYMENTS TO NASD SHALL BE MADE WITHIN 10DAYS OF NOTICE OF ACCEPTANCE OF THIS AWC AND AN UNDERTAKINGTO REVIEW ITS PROCEDURES REGARDING THE PRESERVATION OFELECTRONIC MAIL COMMUNICATIONS FOR COMPLIANCE WITH FEDERALSECURITIES LAWS AND THE RULES OF NASD AND THE EXCHANGE.PAYMENT OF $550,000 WAS PAID TO THE NYSE ON 12/6/02, $550,000 TOTHE NASD ON 12/6/02 AND $550,000 TO THE SEC ON 12/11/02. WITHIN 90DAYS OF ISSUANCE OF THIS ORDER, UNLESS OTHERWISE EXTENDED BYNASD FOR GOOD CAUSE SHOWN, RESPONDENT UNDERTAKES ANDAGREES TO INFORM NASD IN WRITING THAT IT HAS COMPLETED ITSREVIEW AND THAT IT HAS ESTABLISHED SYSTEMS AND PROCEDURESREASONABLY DESIGNED TO ACHIEVE COMPLIANCE WITH THOSE LAWS,REGULATIONS, AND RULES CONCERNING THE PRESERVATION OFELECTRONIC MAIL COMMUNICATIONS.

Sanctions Ordered: CensureMonetary/Fine $1,650,000.00

Acceptance, Waiver & Consent(AWC)

Disclosure 94 of 134

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Reporting Source: Firm

Initiated By: NASD REGULATION, INC.

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

Date Initiated: 05/30/2001

Docket/Case Number: AWAC CMS020154 MRV

Principal Product Type: Equity - OTC

Other Product Type(s):

Allegations: ALLEGES VIOLATIONS OF NASD RULE 4632(A)(9)

Current Status: Final

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Other Sanction(s)/ReliefSought:

Resolution Date: 09/04/2002

Resolution:

Other Sanctions Ordered:

Sanction Details: CHECK IN THE AMOUNT OF $2500 WAS MAILED TO THE NASD ON 9/25/02.

Sanctions Ordered: Monetary/Fine $2,500.00

Acceptance, Waiver & Consent(AWC)

Disclosure 95 of 134

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Reporting Source: Regulator

Initiated By: UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Principal Sanction(s)/ReliefSought:

Censure

Other Sanction(s)/ReliefSought:

Date Initiated: 11/05/2002

Docket/Case Number: FILE NO. 3-10926

Principal Product Type: No Product

Other Product Type(s):

Allegations: SEC ADMINISTRATIVE PROCEEDING RELEASE NO. 34-46770, DATEDNOVEMBER 5, 2002: THE SECURITIES AND EXCHANGE COMMISSION("COMMISSION" OR "SEC") DEEMS IT APPROPRIATE AND IN THE PUBLICINTEREST THAT PUBLIC ADMINISTRATIVE PROCEEDINGS BE, AND HEREBYARE, INSTITUTED PURSUANT TO SECTION 15(B) OF THE SECURITIESEXCHANGE ACT OF 1934 ("EXCHANGE ACT") AGAINST U.S. BANCORPPIPER JAFFRAY INC. ("PIPER JAFFRAY").

Current Status: Final

Resolution Date: 11/05/2002

Resolution:

Other Sanctions Ordered: UNDERTAKINGS.

Sanction Details: IT IS ORDERED THAT: A. PIPER JAFFRAY BE, AND HEREBY IS, CENSUREDPURSUANT TO SECTION 15(B)(4) OF THE EXCHANGE ACT.B. PIPER JAFFRAY SHALL, WITHIN 30 DAYS OF THE ENTRY OF THE ORDER,PAY A CIVIL MONEY PENALTY OF $100,000 TO THE UNITED STATESTREASURY. C. PIPER JAFFRAY SHALL COMPLY WITH ITS UNDERTAKINGSTO: 1. MAINTAIN THE REVISED PROCEDURES, AS DESCRIBED ABOVE, THATIT IMPLEMENTED TO MONITOR END OF THE DAY TRADES THROUGHREVIEW OF THE MARKING THE CLOSE EXCEPTION REPORT. 2. MAINTAINTHE DISTRICT SALES SUPERVISOR POSITION. THE DISTRICT SALESSUPERVISORS WILL REPLACE THE BOMAS FOR SUPERVISING "PRODUCING" BRANCH MANAGERS. PIPER JAFFRAY WILL EMPLOY ATLEAST EIGHT INDIVIDUALS AS DISTRICT SALES SUPERVISORS. THEDISTRICT SALES SUPERVISORS WILL BE RESPONSIBLE FOR "PRODUCING"BRANCH MANAGER SUPERVISION IN DEFINED GEOGRAPHIC AREAS. D.WITH RESPECT TO THE UNDERTAKINGS REFERRED TO IN SECTION IV.C.,NOTHING HEREIN WILL PREVENT RESPONDENT FROM ADOPTINGADDITIONAL POLICIES AND PROCEDURES OR IMPROVING UPON THEPOLICIES AND PROCEDURES ADOPTED PURSUANT TO THEUNDERTAKINGS.

Sanctions Ordered: CensureMonetary/Fine $100,000.00

Order

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Sanction Details: IT IS ORDERED THAT: A. PIPER JAFFRAY BE, AND HEREBY IS, CENSUREDPURSUANT TO SECTION 15(B)(4) OF THE EXCHANGE ACT.B. PIPER JAFFRAY SHALL, WITHIN 30 DAYS OF THE ENTRY OF THE ORDER,PAY A CIVIL MONEY PENALTY OF $100,000 TO THE UNITED STATESTREASURY. C. PIPER JAFFRAY SHALL COMPLY WITH ITS UNDERTAKINGSTO: 1. MAINTAIN THE REVISED PROCEDURES, AS DESCRIBED ABOVE, THATIT IMPLEMENTED TO MONITOR END OF THE DAY TRADES THROUGHREVIEW OF THE MARKING THE CLOSE EXCEPTION REPORT. 2. MAINTAINTHE DISTRICT SALES SUPERVISOR POSITION. THE DISTRICT SALESSUPERVISORS WILL REPLACE THE BOMAS FOR SUPERVISING "PRODUCING" BRANCH MANAGERS. PIPER JAFFRAY WILL EMPLOY ATLEAST EIGHT INDIVIDUALS AS DISTRICT SALES SUPERVISORS. THEDISTRICT SALES SUPERVISORS WILL BE RESPONSIBLE FOR "PRODUCING"BRANCH MANAGER SUPERVISION IN DEFINED GEOGRAPHIC AREAS. D.WITH RESPECT TO THE UNDERTAKINGS REFERRED TO IN SECTION IV.C.,NOTHING HEREIN WILL PREVENT RESPONDENT FROM ADOPTINGADDITIONAL POLICIES AND PROCEDURES OR IMPROVING UPON THEPOLICIES AND PROCEDURES ADOPTED PURSUANT TO THEUNDERTAKINGS.

Regulator Statement PIPER JAFFRAY HAS SUBMITTED AN OFFER OF SETTLEMENT WITHOUTADMITTING OR DENYING THE SEC'S FINDINGS, EXCEPT AS TO THE SEC'SJURISDICTION, AND CONSENTED TO THE ENTRY OF THIS ORDER. THE SECFINDS THAT: FROM JANUARY 1998 THROUGH SEPTEMBER 2001, AREGISTERED REPRESENTATIVE ("REGISTERED REPRESENTATIVE") OFPIPER JAFFRAY'S BRANCH OFFICE AND HIS CUSTOMER ("CUSTOMER")ENGAGED IN A "MARKING THE CLOSE" SCHEME TO AFFECT THE CLOSINGPRICE OF THE COMMON STOCK OF A PUBLICLY-TRADED COMPANY.THROUGHOUT MOST OF THE RELEVANT PERIOD, THE REGISTEREDREPRESENTATIVE ALSO ACTED AS BRANCH MANAGER OF THE PIPERJAFFRAY'S OFFICE. THE REGISTERED REPRESENTATIVE AND THECUSTOMER SUCCEEDED IN THIS SCHEME BY PLACING THE DAY-ENDTRADES AT ARTIFICIALLY HIGHER PRICES IN THIS STOCK THEREBYINCREASING IMPROPERLY THE STOCK'S CLOSING PRICE. THE PURPOSEBEHIND THIS SCHEME WAS SO THE CUSTOMER WOULD SATISFY ORREDUCE THE AMOUNT OF NUMEROUS MARGIN CALLS ON HISBROKERAGE ACCOUNTS AT PIPER JAFFRAY. THE REGISTEREDREPRESENTATIVE MATERIALLY PARTICIPATED IN THIS SCHEME BYPLACING THE TRADES AND CALCULATING WITH THE CUSTOMER THEAMOUNT OF APPRECIATION NECESSARY IN THE SECURITY TO AVOIDMARGIN CALLS WITH FULL KNOWLEDGE THAT THESE TRADES WEREINTENDED TO ARTIFICIALLY INCREASE THE CLOSING PRICE OF THESTOCK. THE REGISTERED REPRESENTATIVE ALSO MARKED THE CLOSE INHIS PERSONAL BROKERAGE ACCOUNT TO FURTHER THIS SCHEME.BASED ON THE FOREGOING, PIPER JAFFRAY FAILED REASONABLY TOSUPERVISE ITS REGISTERED REPRESENTATIVE IN THIS REGARD ANDFAILED TO HAVE ADEQUATE SYSTEMS IN PLACE TO DETECT OR PREVENTTHIS MARKING THE CLOSE SCHEME. PIPER JAFFRAY FAILED REASONABLYTO SUPERVISE A REGISTERED REPRESENTATIVE SUBJECT TO ITSSUPERVISION, WITH A VIEW TO PREVENTING VIOLATIONS OF SECTION10(B) OF THE EXCHANGE ACT AND RULES 10B-5 THEREUNDER, WITHINTHE MEANING OF SECTION 15(B) OF THE EXCHANGE ACT.

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PIPER JAFFRAY HAS SUBMITTED AN OFFER OF SETTLEMENT WITHOUTADMITTING OR DENYING THE SEC'S FINDINGS, EXCEPT AS TO THE SEC'SJURISDICTION, AND CONSENTED TO THE ENTRY OF THIS ORDER. THE SECFINDS THAT: FROM JANUARY 1998 THROUGH SEPTEMBER 2001, AREGISTERED REPRESENTATIVE ("REGISTERED REPRESENTATIVE") OFPIPER JAFFRAY'S BRANCH OFFICE AND HIS CUSTOMER ("CUSTOMER")ENGAGED IN A "MARKING THE CLOSE" SCHEME TO AFFECT THE CLOSINGPRICE OF THE COMMON STOCK OF A PUBLICLY-TRADED COMPANY.THROUGHOUT MOST OF THE RELEVANT PERIOD, THE REGISTEREDREPRESENTATIVE ALSO ACTED AS BRANCH MANAGER OF THE PIPERJAFFRAY'S OFFICE. THE REGISTERED REPRESENTATIVE AND THECUSTOMER SUCCEEDED IN THIS SCHEME BY PLACING THE DAY-ENDTRADES AT ARTIFICIALLY HIGHER PRICES IN THIS STOCK THEREBYINCREASING IMPROPERLY THE STOCK'S CLOSING PRICE. THE PURPOSEBEHIND THIS SCHEME WAS SO THE CUSTOMER WOULD SATISFY ORREDUCE THE AMOUNT OF NUMEROUS MARGIN CALLS ON HISBROKERAGE ACCOUNTS AT PIPER JAFFRAY. THE REGISTEREDREPRESENTATIVE MATERIALLY PARTICIPATED IN THIS SCHEME BYPLACING THE TRADES AND CALCULATING WITH THE CUSTOMER THEAMOUNT OF APPRECIATION NECESSARY IN THE SECURITY TO AVOIDMARGIN CALLS WITH FULL KNOWLEDGE THAT THESE TRADES WEREINTENDED TO ARTIFICIALLY INCREASE THE CLOSING PRICE OF THESTOCK. THE REGISTERED REPRESENTATIVE ALSO MARKED THE CLOSE INHIS PERSONAL BROKERAGE ACCOUNT TO FURTHER THIS SCHEME.BASED ON THE FOREGOING, PIPER JAFFRAY FAILED REASONABLY TOSUPERVISE ITS REGISTERED REPRESENTATIVE IN THIS REGARD ANDFAILED TO HAVE ADEQUATE SYSTEMS IN PLACE TO DETECT OR PREVENTTHIS MARKING THE CLOSE SCHEME. PIPER JAFFRAY FAILED REASONABLYTO SUPERVISE A REGISTERED REPRESENTATIVE SUBJECT TO ITSSUPERVISION, WITH A VIEW TO PREVENTING VIOLATIONS OF SECTION10(B) OF THE EXCHANGE ACT AND RULES 10B-5 THEREUNDER, WITHINTHE MEANING OF SECTION 15(B) OF THE EXCHANGE ACT.

iReporting Source: Firm

Initiated By: SECURITIES & EXCHANGE COMMISSION

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

CENSURE, UNDERTAKINGS

Date Initiated: 04/30/2002

Docket/Case Number: FILE NO. 3-10926

Principal Product Type: No Product

Other Product Type(s):

Allegations: ALLEGES USBPJI FAILED TO REASONABLY SUPERVISE THOMAS HALLWITHIN THE MEAING OF SECTION 15(B) OF THE SECURITIES EXCHANGEACT OF 1934.

Current Status: Final

Resolution Date: 11/05/2002

Resolution:

Other Sanctions Ordered: UNDERTAKINGS

Sanction Details: A. PIPER JAFFRAY IS CENSURED PURSUANT TO SECTION 15(B)(4) OF THEEXCHANGE ACT. B. PIPER JAFFRAY PAID A CIVIL MONEY PENALTY OF$100,000 ON DECEMBER 2, 2002. PIPER JAFFRAY SHALL COMPLY WITH ITSUNDERTAKINGS TO: 1. MAINTAIN THE REVISED PROCEDURES, THAT ITIMPLEMENTED TO MONITOR END OF THE DAY TRADES THROUGH REVIEWOF THE MARKING THE CLOSE EXCEPTION REPORT. 2. MAINTAIN THEDISTRICT SALES SUPERVISOR POSITION. THE DISTRICT SALESSUPERVISORS WILL REPLACE THE BOMAS FOR SUPERVISING "PRODUCING" BRANCH MANAGERS. PIPER JAFFRAY WILL EMPLOY ATLEAST EIGHT INDIVIDUALS AS DISTRICT SALES SUPERVISORS. THEDISTRICT SALES SUPERVISORS WILL BE RESPONSIBLE FOR "PRODUCING"BRANCH MANAGER SUPERVISION IN DEFINED GEOGRAPHIC AREAS. D.WITH RESPECT TO THE UNDERTAKINGS REFERRED TO IN SECTION IV.C.,NOTHING HEREIN WILL PREVENT PIPER JAFFRAY FROM ADOPTINGADDITIONAL POLICIES AND PROCEDURES OR IMPROVING UPON POLICIESAND PROCEDURES ADOPTED PURSUANT TO THE UNDERTAKINGS.

Sanctions Ordered: CensureMonetary/Fine $100,000.00

Order

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A. PIPER JAFFRAY IS CENSURED PURSUANT TO SECTION 15(B)(4) OF THEEXCHANGE ACT. B. PIPER JAFFRAY PAID A CIVIL MONEY PENALTY OF$100,000 ON DECEMBER 2, 2002. PIPER JAFFRAY SHALL COMPLY WITH ITSUNDERTAKINGS TO: 1. MAINTAIN THE REVISED PROCEDURES, THAT ITIMPLEMENTED TO MONITOR END OF THE DAY TRADES THROUGH REVIEWOF THE MARKING THE CLOSE EXCEPTION REPORT. 2. MAINTAIN THEDISTRICT SALES SUPERVISOR POSITION. THE DISTRICT SALESSUPERVISORS WILL REPLACE THE BOMAS FOR SUPERVISING "PRODUCING" BRANCH MANAGERS. PIPER JAFFRAY WILL EMPLOY ATLEAST EIGHT INDIVIDUALS AS DISTRICT SALES SUPERVISORS. THEDISTRICT SALES SUPERVISORS WILL BE RESPONSIBLE FOR "PRODUCING"BRANCH MANAGER SUPERVISION IN DEFINED GEOGRAPHIC AREAS. D.WITH RESPECT TO THE UNDERTAKINGS REFERRED TO IN SECTION IV.C.,NOTHING HEREIN WILL PREVENT PIPER JAFFRAY FROM ADOPTINGADDITIONAL POLICIES AND PROCEDURES OR IMPROVING UPON POLICIESAND PROCEDURES ADOPTED PURSUANT TO THE UNDERTAKINGS.

Firm Statement PIPER JAFFRAY HAS SUBMITTED AN OFFER OF SETTLEMENT WITHOUTADMITTING OR DENYING THE SEC'S FINDINGS, EXCEPT AS TO THE SEC'SJURISDICTION, AND CONSENTED TO THE ENTRY OF THIS ORDER.

Disclosure 96 of 134

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Reporting Source: Regulator

Initiated By: NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC.

Principal Sanction(s)/ReliefSought:

Other Sanction(s)/ReliefSought:

Date Initiated: 06/25/2002

Docket/Case Number: CAF020020

Principal Product Type: Other

Other Product Type(s): COMMON STOCK

Allegations: NASD RULE 2110 - WITHOUT ADMITTING OR DENYING THE ALLEGATIONS,THE RESPONDENT MEMBER CONSENTED TO THE ENTRY OF FINDINGSTHAT IT INAPPROPRIATELY THREATENED TO DROP RESEARCH COVERAGEAND TO STOP MAKING A MARKET IN A STOCK IF THE FIRM WAS NOTSELECTED AS LEAD UNDERWRITER FOR A SECONDARY OFFERING. THESETHREATS WERE MADE IN AN ATTEMPT TO FORCE THE ISSUER TO ENGAGEIN BUSINESS ON TERMS FAVORABLE TO THE FIRM BUT WERE NOTWANTED BY THE ISSUER.

Current Status: Final

Resolution Date: 06/25/2002

Resolution:

Other Sanctions Ordered:

Sanction Details: CENSURED AND FINED $250,000

Sanctions Ordered: CensureMonetary/Fine $250,000.00

Acceptance, Waiver & Consent(AWC)

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Sanction Details: CENSURED AND FINED $250,000

iReporting Source: Firm

Initiated By: NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC.

Principal Sanction(s)/ReliefSought:

Censure

Other Sanction(s)/ReliefSought:

FINE

Date Initiated: 05/01/2002

Docket/Case Number: CAF020020

Principal Product Type: Other

Other Product Type(s): COMMON STOCK

Allegations: ALLEGES VIOLATION OF NASD CONDUCT RULE 2110.

Current Status: Final

Resolution Date: 06/25/2002

Resolution:

Other Sanctions Ordered:

Sanction Details: A CHECK IN THE AMOUNT OF $250,000 WAS SENT TO THE NASD ON 7/9/02.

Firm Statement SEE ABOVE

Sanctions Ordered: CensureMonetary/Fine $250,000.00

Acceptance, Waiver & Consent(AWC)

Disclosure 97 of 134

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Reporting Source: Firm

Initiated By: STATE OF NEBRASKA

Date Initiated: 03/14/2002

Docket/Case Number: UNKNOWN

Allegations: STATE OF NEBRASKA ALLEGES THAT U.S. BANCORP PIPER JAFFRAY(USBPJI) FAILED TO REASONABLY SUPERVISE EMPLOYEES TO PREVENTTHE INADVERTANT TRANSFER OF SECURITIES IN 1991 WITHOUT ACLIENT'S AUTHORIZATION.

Current Status: Final

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Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

Principal Product Type: Equity - OTC

Other Product Type(s):

Resolution Date: 05/20/2002

Resolution:

Other Sanctions Ordered:

Sanction Details: THE FINE OF $5,000 WAS PAID ON 5/30/02.

Sanctions Ordered: Monetary/Fine $5,000.00

Consent

Disclosure 98 of 134

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Reporting Source: Regulator

Initiated By: MONTANA STATE AUDITOR, COMMISSIONER OF SECURITIES

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

SUSPENSION AND/OR REVOCATION, RESTITUTION, REASONABLEATTORNEYS FEES AND COSTS, REIMBURSEMENT FOR COST OFEXAMINATION

Date Initiated: 02/06/2002

Docket/Case Number: I 02-05-01-075

URL for Regulatory Action:

Principal Product Type: Equity Listed (Common & Preferred Stock)

Other Product Type(s): MUTUAL FUNDS

Allegations: UNETHICAL BUSINESS PRACTICES; FAILURE TO REASONABLY SUPERVISE;FRAUDULENT SECURITIES TRANSACTIONS

Current Status: Final

Resolution Date: 10/27/2003

Resolution:

Does the order constitute afinal order based onviolations of any laws orregulations that prohibitfraudulent, manipulative, ordeceptive conduct?

Yes

Settled

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Other Sanctions Ordered: TO CREATE A RESTITUTION AND INVESTOR PROTECTION FUND IN THEAMOUNT OF $1,500,000.00. TO PAY $125,000.00 FOR REIMBURSEMENT OFINVESTIGATION AND LITIGATION COSTS OF THE ACTION. TO IMPLEMENTPROCEDURES THAT MODIFY THE PAYMENT OF PRODUCTION AWARDS TOREGISTERED REPRESENTATIVES WHO ARE THE SUBJECT OF ANAGREEMENT FOR SPECIAL SUPERVISION BY ANY REGULATOR OR PIPER;TO EXCLUDE FROM CALCULATION OF PRODUCTION AWARDS ANYPRODUCTION BY A REGISTERED REPRESENTATIVE FROM ANY PERIOD OFSPECIAL SUPERVISION; TO EXCLUDE FROM PRODUCTION AWARDS ANYREGISTERED REPRESENTATIVE WHO IS SUBJECT OF ANY SUSPENSION,CENSURE OR FINE RESULTING FROM A FINAL ORDER OF A STATESECURITIES COMMISSIONER OR SRO CONSENTED TO BY THEREGISTERED REPRESENTATIVE FOR A PERIOD OF TWO YEARS FROM THEDATE OF SUCH ADMINISTRATIVE SANCTION. TO REQUIRE ANY PERSONWHO SUPERVISES SALESPERSONS IN MONTANA TO BE APPROPRIATELYREGISTERED WITH THE MONTANA SECURITIES DEPARTMENT.

Sanction Details: SEE ABOVE.

Regulator Statement DURING THE PERIOD JANUARY 1, 1997 THROUGH MARCH 23, 2001,APPROXIMATELY 38 INVESTORS WERE VICTIMIZED BY US BANCORP/PIPERJAFFRAY, ITS AGENTS, OFFICERS AND EMPLOYEES, THROUGH OVER 5,000UNAUTHORIZED, UNSUITABLE AND EXCESSIVE TRADES IN THEIRINVESTMENT ACCOUNTS.

Does the order constitute afinal order based onviolations of any laws orregulations that prohibitfraudulent, manipulative, ordeceptive conduct?

Yes

Sanctions Ordered: Monetary/Fine $1,000,000.00Disgorgement/Restitution

iReporting Source: Firm

Initiated By: THE OFFICE OF THE AUDITOR FOR THE STATE OF MONTANA

Date Initiated: 03/05/2002

Docket/Case Number: CASE NO. I 02-02-01-075

Principal Product Type: Equity - OTC

Allegations: THE COMPLAINT BY THE STATE OF MONTANA ALLEGES FAILURE TOSUPERVISE AND UNETHICAL BUSINESS PRACTICES.

Current Status: Final

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Principal Sanction(s)/ReliefSought:

Other

Other Sanction(s)/ReliefSought:

THE PRINCIPAL SANCTION BEING SOUGHT IS REGISTRATION REVOCATIONOR SUSPENSION; FINES AND RESTITUTION

Principal Product Type: Equity - OTC

Other Product Type(s): MUTUAL FUNDS

Resolution Date: 10/27/2003

Resolution:

Other Sanctions Ordered: $1,500,000 INTO AN ESCROW ACCOUNT FOR RESTITUTION AND INVESTORPROTECTION FUND; $125,000 FOR REIMBURSEMENT OF GRANTS TO ANDEXPENSES TO THE STATE AUDITOR, DEPARTMENT OF SECURITIES,INCURRED IN CONNECTION WITH THE INVESTIGATION AND LITIGATION OFTHE ACTION.

Sanction Details: U.S. BANCORP PIPER JAFFRAY INC. ENTERED INTO A SETTLEMENTAGREEMENT WITH THE STATE OF MONTANA. THE $1,000,000 FINE WASMAILED ON 11/18/03; THE $1,500,000 WAS WIRED ON 11/12/03; THE $125,000WAS ISSUED ON 11/19/03.

Sanctions Ordered: Monetary/Fine $1,000,000.00

Settled

Disclosure 99 of 134

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Reporting Source: Regulator

Initiated By: NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC.

Date Initiated: 12/18/2001

Docket/Case Number: CMS010196

Allegations: NASD MARKETPLACE RULES 4632(A)(9), 6130, 6420(B), 6440(F)(2) -WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, THE RESPONDENTMEMBER CONSENTED TO THE ENTRY OF FINDINGS THAT IT FAILED TOREPORT THE CORRECT PRIOR REFERENCE TIME THROUGH ACT INREPORTS OF TRANSACTIONS IN NASDAQ NATIONAL MARKET SECURITIESFOR WHICH THE EXECUTION PRICE WAS BASED ON A PRIOR REFERENCEPOINT IN TIME; FAILED TO REPORT THROUGH ACT LAST SALE REPORTSOF TRANSACTIONS IN ELIGIBLE SECURITIES; FAILED TOCONTEMPORANEOUSLY OR PARTIALLY EXECUTE CUSTOMER LIMITORDERS IN ELIGIBLE SECURITIES AFTER TRADING EACH SUCH SUBJECTSECURITY FOR ITS OWN MARKET-MAKING ACCOUNT AT A PRICE THATWOULD HAVE SATISFIED THE CUSTOMER'S LIMIT ORDER.

Current Status: Final

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Principal Sanction(s)/ReliefSought:

Other Sanction(s)/ReliefSought:

Principal Product Type: Other

Other Product Type(s): VARIOUS SECURITIES

Resolution Date: 12/18/2001

Resolution:

Other Sanctions Ordered:

Sanction Details: CENSURED AND FINED $7,500

Sanctions Ordered: CensureMonetary/Fine $7,500.00

Acceptance, Waiver & Consent(AWC)

iReporting Source: Firm

Initiated By: NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC.

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

CENSURE

Date Initiated: 09/25/2001

Docket/Case Number: CMS010196

Principal Product Type: Equity - OTC

Other Product Type(s):

Allegations: ALLEGES VIOLATIONS OF NASD MARKETPLACE 4632(A)(9) AND 6130;VIOLATIONS OF NASD MARKETPLACE RULE 6420(B); VIOLATIONS OF NASDMARKETPLACE RULE 6440(F)(2).

Current Status: Final

Resolution Date: 12/18/2001

Resolution:

Other Sanctions Ordered:

Sanctions Ordered: CensureMonetary/Fine $7,500.00

Acceptance, Waiver & Consent(AWC)

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Sanction Details: FINE OF $7500 WAS PAID 10/9/01

Disclosure 100 of 134

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Reporting Source: Regulator

Initiated By: NYSE DIVISION OF ENFORCEMENT

Principal Sanction(s)/ReliefSought:

Date Initiated: 10/04/2001

Docket/Case Number: HPD# 01-205

Principal Product Type: Other

Other Product Type(s):

Allegations: **10/04/2001**STIPULATION AND CONSENT TO PENALTY FILED BY DIVISIONOF ENFORCEMENT AND PENDING.CONSENTED TO FINDINGS:FINDINGS THAT U.S. BANCORP PIPER JAFFRAY INC. (1) VIOLATEDEXCHANGE RULE 410 BY FAILING TO MAKE AND PRESERVE REQUIREDRECORDS RELATING TO CUSTOMER ORDERS EXECUTED ON THE FLOOROF THE EXCHANGE; (2) VIOLATED EXCHANGE RULE 440 AND SEC RULES17A-3 AND 17A-4 BY FAILING TO MAKE AND PRESERVE REQUIRED ANDTIMELY RECORDS RELATING TO RECEIPT AND EXECUTION OF CUSTOMERORDERS; AND (3) VIOLATED EXCHANGE RULE 342 IN THAT THE FIRMFAILED TO REASONABLY SUPERVISE AND CONTROL THE ACTIONS OF ITSEMPLOYEES, AND FAILED TO ESTABLISH ADEQUATE CONTROLS,INCLUDING A SEPARATE SYSTEM OF FOLLOW-UP AND REVIEW, TOASSURE COMPLIANCE WITH EXCHANGE RULES AND THE FEDERALSECURITIES LAWS WITH RESPECT TO (1) THE PROPER EXECUTION OFCUSTOMER ORDERS WITH THE ACCOUNT DESIGNATION INFORMATIONREQUIRED BY EXCHANGE RULES AND THE FEDERAL SECURITIES LAWS,AND (2) MAKING AND PRESERVING REQUIRED AND TIMELY RECORDSRELATING TO DESIGNATION AND EXECUTION OF CUSTOMERORDERS.STIPULATED SANCTION:THE IMPOSITION BY THE EXCHANGE OFTHE PENALTY OF A CENSURE, A FINE OF $200,000, AND A REQUIREMENTTO COMPLY WITH AN UNDERTAKING TO RETAIN AN OUTSIDE CONSULTANT,NOT UNACCEPTABLE TO THE EXCHANGE, TO COMPLETE A REVIEW ANDPREPARE A REPORT OF THE PROCEDURES AND SYSTEMS OF FOLLOW-UPAND REVIEW ADOPTED BY THE FIRM TO PREVENT RECURRENCE OF THEFOREGOING VIOLATIONS, INCLUDING THE TIMELY ALLOCATION OF BLOCKOR BUNCHED ORDERS; MAKE RECOMMENDATIONS FOR ADDITIONALPROCEDURES, IF NECESSARY; AND SUBMIT SUCH REPORT ANDRECOMMENDATIONS TO THE EXCHANGE WITHIN NINETY (90) DAYS FROMTHE DATE THIS DECISION BECOMES FINAL.

Current Status: Final

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Principal Sanction(s)/ReliefSought:

Other Sanction(s)/ReliefSought:

Resolution Date: 12/20/2001

Resolution:

Other Sanctions Ordered: CONSENT TO CENSURE, $200,000 FINE, AND AN UNDERTAKING.

Sanction Details: **11/20/2001**DECISION 01-205 ISSUED BY NYSE HEARING PANELDECISION:VIOLATED EXCHANGE RULE 410 BY FAILING TO MAKE ANDPRESERVE REQUIRED RECORDS; VIOLATED RULE 440 AND SEC RULES17A-3 AND 17A-4 BY FAILING TO MAKE AND PRESERVE REQUIREDRECORDS RELATING TO CUSTOMER ORDERS; AND VIOLATED RULE 342 BYFAILING TO REASONABLY SUPERVISE AND CONTROL ITS EMPLOYEES ?CONSENT TO CENSURE, $200,000 FINE, AND AN UNDERTAKING.

Regulator Statement **12/20/2001** THE DECISION IS NOW FINAL AND EFFECTIVE IMMEDIATELY.CONTACT: PEGGY GERMINO 212-656-8450

Sanctions Ordered: CensureMonetary/Fine $200,000.00

Decision

iReporting Source: Firm

Initiated By: NYSE DIVISION OF ENFORCEMENT

Date Initiated: 10/04/2001

Allegations: ALLEGES USBPJI (1) VIOLATED EXCHANGE RULE 410 BY FAILING TO MAKEAND PRESERVE REQUIRED RECORDS RELATING TO CUSTOMER ORDERSEXECUTED ON THE FLOOR OF THE EXCHANGE; (2) VIOLATED EXCHANGERULE 440 AND SEC RULES 17A-3 AND 17A-4 BY FAILING TO MAKE ANDPRESERVE REQUIRED AND TIMELY RECORDS RELATING TO RECEIPT ANDEXECUTION OF CUSTOMER ORDERS; AND (3) VIOLATED EXCHANGE RULE342 IN THAT THE FIRM FAILED TO REASONABLY SUPERVISE AND CONTROLTHE ACTIONS OF ITS EMPLOYEES AND FAILED TO ESTABLISH ADEQUATECONTROLS, INCLUDING A SEPARATE SYSTEM OF FOLLOW-UP ANDREVIEW, TO ASSURE COMPLIANCE WITH EXCHANGE RULES AND THEFEDERAL SECURITIES LAWS WITH RESPECT TO (1) THE PROPEREXECUTION OF CUSTOMER ORDERS WITH THE ACCOUNT DESIGNATIONINFORMATION REQUIRED BY EXCHANGE RULES AND THE FEDERALSECURITIES LAWS, AND (2) MAKING AND PRESERVING REQUIRED ANDTIMELY RECORDS RELATING TO DESIGNATION AND EXECUTION OFCUSTOMER ORDERS.

Current Status: Final

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Principal Sanction(s)/ReliefSought:

Other Sanction(s)/ReliefSought:

Date Initiated: 10/04/2001

Docket/Case Number:

Principal Product Type: Equity - OTC

Other Product Type(s):

Resolution Date: 12/17/2001

Resolution:

Other Sanctions Ordered: RETAIN AN OUTSIDE CONSULTANT TO COMPLETE A REVIEW AND PREPAREA REPORT OF THE PROCEDURES AND SYSTEMS OF FOLLOW-UP ANDREVIEW ADOPTED BY THE FIRM TO PREVENT RECURRENCE OF THEFOREGOING VIOLATIONS, INCLUDING THE TIMELY ALLOCATION OF BLOCKOR BUNCHED ORDERS; MAKE RECOMMENDATIONS FOR ADDITIONALPROCEDURES; AND SUBMIT SUCH REPORT AND RECOMMENDATIONS TOTHE EXCHANGE WITHIN 90 DAYS FROM THE DATE THIS DECISIONBECOMES FINAL.

Sanction Details: $200,000 FINE WAS PAID 12/27/01. OUTSIDE CONSULTANT'S REPORT DUE2/28/02.

Sanctions Ordered: CensureMonetary/Fine $200,000.00

Stipulation and Consent

Disclosure 101 of 134

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Reporting Source: Regulator

Initiated By: NORTH DAKOTA OFFICE OF THE SECURITIES COMMISSIONER

Date Initiated: 11/09/2000

Docket/Case Number: 11092000

URL for Regulatory Action:

Principal Product Type: Annuity(ies) - Variable

Allegations: OMMISSION OF MATERIAL FACTS IN RECOMMENDING THE SALE OF THEANNUITY AND SUBSEQUENT TRANSACTIONS AND NEGLECTED TODISCUSS TAX CONSEQUENCES OR CONTINGENT-DEFERRED SALESCHARGES

Current Status: Final

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Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

$20,000 CIVIL PENALTY; $3700 INVESTIGATIVE COSTS

Principal Product Type: Annuity(ies) - Variable

Other Product Type(s):

Resolution Date: 05/08/2001

Resolution:

Other Sanctions Ordered:

Sanction Details: $13,250 RESTITUTION TO CLIENT.

Regulator Statement SOLD A VARIABLE ANNUITY PRODUCT AS A LONG-TERM INVESTMENT TOAN ELDERLY INDIVIDUAL WHO LACKED INVESTMENT EXPERIENCE THENRECOMMENDED THE SALE OF THE ANNUNITY FOLLOWED BYSUBSEQUENT HIGH-RISK TRANSACTIONS

Does the order constitute afinal order based onviolations of any laws orregulations that prohibitfraudulent, manipulative, ordeceptive conduct?

No

Sanctions Ordered: Monetary/Fine $10,000.00Disgorgement/Restitution

Consent

iReporting Source: Firm

Initiated By: NORTH DAKOTA OFFICE OF THE SECURITIES COMMISSIONER

Principal Sanction(s)/ReliefSought:

Date Initiated: 11/09/2000

Docket/Case Number: 11092000

Principal Product Type: Annuity(ies) - Variable

Other Product Type(s):

Allegations: ALLEGED OMISSION OF MATERIAL FACTS IN RECOMMENDING THE SALEOF THE ANNUITY AND SUBSEQUENT TRANSACTIONS AND NEGLECTED TODISCUSS TAX CONSEQUENCES OR CONTINGENT-DEFERRED SALESCHARGES.

Current Status: Final

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Principal Sanction(s)/ReliefSought:

Other Sanction(s)/ReliefSought:

$20,000 CIVIL PENALTY; $3700 INVESTIGATIVE COSTS

Resolution Date: 05/08/2001

Resolution:

Other Sanctions Ordered: PAYMENT OF $13,250 TO MAGDALINE STRICKER TO RESOLVE CUSTOMERCOMPLAINT.

Sanction Details: PAYMENT OF $10,000 TO THE SECURITIES PROTECTION FUND WAS PAIDON 5/8/01.

PAYMENT OF $13,250 TO MAGDALINE STRICKER WAS PAID ON 04/26/01

Firm Statement REGULATOR FILED U6 08/25/2015. BD AMENDMENT FILED PER FINRAREQUEST.

Sanctions Ordered: Monetary/Fine $10,000.00Disgorgement/Restitution

Consent

Disclosure 102 of 134

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Reporting Source: Regulator

Initiated By: NATIONAL ASSOCIATION OF SECURITIES DEALERS

Principal Sanction(s)/ReliefSought:

Other Sanction(s)/ReliefSought:

Date Initiated: 03/31/2000

Docket/Case Number: CMS000059

Principal Product Type: Equity - OTC

Other Product Type(s):

Allegations: 05/08/00GS: NASD RULE 4613(E) - RESPONDENT MEMBER, A MARKETMAKER IN SECURITIES, WITHOUT MAKING REASONABLE EFFORTS TOAVOID A LOCKED MARKET BY EXECUTING TRANSACTIONS WITH ALLMARKET MAKERS WHOSE QUOTATIONS WOULD BE LOCKED, ENTERED ABID OR ASK QUOTATION IN THE NASDAQ STOCK MARKET WHICH CAUSEDA LOCKED MARKET CONDITION TO OCCUR IN EACH INSTANCE.

Current Status: Final

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Resolution Date: 03/31/2000

Resolution:

Other Sanctions Ordered:

Sanction Details: 09-21-00, $3,000 PAID 4/28/00, INVOICE 00-12-283

Sanctions Ordered: Monetary/Fine $3,000.00

Acceptance, Waiver & Consent(AWC)

iReporting Source: Firm

Initiated By: NASD REGULATION INC.

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

Date Initiated: 01/13/2000

Docket/Case Number: AWC CMS000059

Principal Product Type: Equity - OTC

Other Product Type(s):

Allegations: ALLEGES VIOLATION OF NASD MARKETPLACE RULE 4613(E).

Current Status: Final

Resolution Date: 03/02/2000

Resolution:

Other Sanctions Ordered:

Sanction Details: FINE OF $3,000 WAS PAID ON 03/02/2000.

Sanctions Ordered: Monetary/Fine $3,000.00

Acceptance, Waiver & Consent(AWC)

Disclosure 103 of 134

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Reporting Source: Regulator

Allegations: ARTICLE III, SECTIONS 1, 2, 27, AND 35 OF THE RULES OF FAIR PRACTICE -RESPONDENT MEMBER RECOMMENDED AND SOLD SHARES OF PIPERJAFFRAY WITHOUT ADEQUATELY DISCLOSING MATERIAL FACTSCONCERNING THE CHARACTERISTICS AND SAFETY OF THE FUND; FAILEDTO ENSURE THAT SALES LITERATURE WAS APPROVED BY A REGISTEREDPRINCIPAL; FAILED TO MAINTAIN SEPARATE FILES OF THAT REVIEW;FAILED TO PROVIDE ADEQUATE DISCLOSURE OF THE FUND'S CHANGINGNATURE AND RISK. AS A RESULT, RESPONDENT MEMBER ALLOWEDCUSTOMERS TO BELIEVE THE FUND WAS A SAFE INVESTMENT;RECOMMENDED AND SOLD THE FUNDS TO CUSTOMERS FOR WHOM ITWAS AN UNSUITABLE INVESTMENT; AND, FAILED TO ESTABLISH, MAINTAINAND ENFORCE REASONABLE SUPERVISORY PROCEDURES TO ENSUREADHERENCE TO NASD RULES).

Current Status: Final

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Initiated By: NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC.

Principal Sanction(s)/ReliefSought:

Other Sanction(s)/ReliefSought:

Date Initiated: 03/04/1996

Docket/Case Number: C04960008

Principal Product Type: No Product

Other Product Type(s):

ARTICLE III, SECTIONS 1, 2, 27, AND 35 OF THE RULES OF FAIR PRACTICE -RESPONDENT MEMBER RECOMMENDED AND SOLD SHARES OF PIPERJAFFRAY WITHOUT ADEQUATELY DISCLOSING MATERIAL FACTSCONCERNING THE CHARACTERISTICS AND SAFETY OF THE FUND; FAILEDTO ENSURE THAT SALES LITERATURE WAS APPROVED BY A REGISTEREDPRINCIPAL; FAILED TO MAINTAIN SEPARATE FILES OF THAT REVIEW;FAILED TO PROVIDE ADEQUATE DISCLOSURE OF THE FUND'S CHANGINGNATURE AND RISK. AS A RESULT, RESPONDENT MEMBER ALLOWEDCUSTOMERS TO BELIEVE THE FUND WAS A SAFE INVESTMENT;RECOMMENDED AND SOLD THE FUNDS TO CUSTOMERS FOR WHOM ITWAS AN UNSUITABLE INVESTMENT; AND, FAILED TO ESTABLISH, MAINTAINAND ENFORCE REASONABLE SUPERVISORY PROCEDURES TO ENSUREADHERENCE TO NASD RULES).

Resolution Date: 03/04/1996

Resolution:

Other Sanctions Ordered:

Sanction Details: LETTER OF ACCEPTANCE, WAIVER AND CONSENT NO. C04960008 WASACCEPTED; THUS, THE FIRM IS CENSURED, FINED $1,250,000, AND SHALLCOMPLY WITH THE FOLLOWING: (1) THE FIRM SHALL RETAIN ANINDEPENDENT CONSULTANT NOT UNACCEPTABLE TO THE NASD("CONSULTANT") WITHIN 45 DAYS OF EFFECTIVE DATE; (2) CONSULTANTSHALL, WITHIN 180 DAYS OF EFFECTIVE DATE, COMPLETE A REVIEW OFTHE FIRM'S PRACTICES AND PROCEDURES, MAKE WRITTENRECOMMENDATIONS ("CONSULTANT'S REPORT"); (3) ALL POLICIES,PRODECURES SHALL BE IMPLEMENTED BY THE FIRM THROUGH REVISIONTO ITS MANUALS . SUCH REPORTS SHALL BE SUBMITTED TO THE DBCCAS PART OF THE NON-PUBLIC FILES. IF THE FIRM FINDS A SPECIFICRECOMMENDATION UNDULY BURDENSOME: (A) THE FIRM SHALL SUBMITSUCH RECOMMENDATION, AND ITS REASONS FOR FAILURE TOIMPLEMENT, AND ANY ALTERNATIVE RECOMMENDATION TO ITS AUDITCOMMITTEE; (B) AUDIT COMMITTEE SHALL REVIEW AND DETERMINEWHETHER THE FAILURE TO IMPLEMENT IS APPROPRIATE, AND WHETHERTHE ALTERNATIVE ACHIEVES THE SAME OBJECTIVES ("AUDIT COMMITTEEREPORT"); (C) AUDIT COMMITTEE REPORT AND CONSULTANT'S REPORTSHALL BE PRESENTED TO THE DBCC -

Sanctions Ordered: CensureMonetary/Fine $1,250,000.00

Acceptance, Waiver & Consent(AWC)

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LETTER OF ACCEPTANCE, WAIVER AND CONSENT NO. C04960008 WASACCEPTED; THUS, THE FIRM IS CENSURED, FINED $1,250,000, AND SHALLCOMPLY WITH THE FOLLOWING: (1) THE FIRM SHALL RETAIN ANINDEPENDENT CONSULTANT NOT UNACCEPTABLE TO THE NASD("CONSULTANT") WITHIN 45 DAYS OF EFFECTIVE DATE; (2) CONSULTANTSHALL, WITHIN 180 DAYS OF EFFECTIVE DATE, COMPLETE A REVIEW OFTHE FIRM'S PRACTICES AND PROCEDURES, MAKE WRITTENRECOMMENDATIONS ("CONSULTANT'S REPORT"); (3) ALL POLICIES,PRODECURES SHALL BE IMPLEMENTED BY THE FIRM THROUGH REVISIONTO ITS MANUALS . SUCH REPORTS SHALL BE SUBMITTED TO THE DBCCAS PART OF THE NON-PUBLIC FILES. IF THE FIRM FINDS A SPECIFICRECOMMENDATION UNDULY BURDENSOME: (A) THE FIRM SHALL SUBMITSUCH RECOMMENDATION, AND ITS REASONS FOR FAILURE TOIMPLEMENT, AND ANY ALTERNATIVE RECOMMENDATION TO ITS AUDITCOMMITTEE; (B) AUDIT COMMITTEE SHALL REVIEW AND DETERMINEWHETHER THE FAILURE TO IMPLEMENT IS APPROPRIATE, AND WHETHERTHE ALTERNATIVE ACHIEVES THE SAME OBJECTIVES ("AUDIT COMMITTEEREPORT"); (C) AUDIT COMMITTEE REPORT AND CONSULTANT'S REPORTSHALL BE PRESENTED TO THE DBCC -

Regulator Statement [TOP]ON 3/4/96, DISTRICT NO. 4 NOTIFIED RESPONDENT PIPERJAFFRAY INC. THAT THE LETTER OF ACCEPTANCE, WAIVER AND CONSENTNO. C04960008 WAS ACCEPTED; THUS, THE FIRM IS CENSURED, FINED$1,250,000, AND SHALL COMPLY WITH THE FOLLOWING: (1) THE FIRMSHALL RETAIN AN INDEPENDENT CONSULTANT NOT UNACCEPTABLE TOTHE NASD ("CONSULTANT") WITHIN45 DAYS OF EFFECTIVE DATE; (2)CONSULTANT SHALL, WITHIN 180 DAYS OF EFFECTIVE DATE, COMPLETE AREVIEW OF THE FIRM'S PRACTICES AND PROCEDURES, MAKE WRITTENRECOMMENDATIONS ("CONSULTANT'S REPORT"); (3) ALL POLICIES,PRODECURES SHALL BE IMPLEMENTED BY THE FIRM THROUGH REVISIONTO ITS MANUALS . SUCH REPORTS SHALL BE SUBMITTED TO THE DBCCAS PART OF THE NON-PUBLIC FILES. IF THE FIRM FINDS A SPECIFICRECOMMENDATION UNDULY BURDENSOME: (A) THE FIRM SHALL SUBMITSUCH RECOMMENDATION, AND ITS REASONS FOR FAILURE TOIMPLEMENT, AND ANY ALTERNATIVE RECOMMENDATION TO ITS AUDITCOMMITTEE; (B) AUDIT COMMITTEE SHALL REVIEW AND DETERMINEWHETHER THE FAILURE TO IMPLEMENT IS APPROPRIATE, AND WHETHERTHE ALTERNATIVE ACHIEVES THE SAME OBJECTIVES ("AUDIT COMMITTEEREPORT"); (C) AUDIT COMMITTEE REPORT AND CONSULTANT'S REPORTSHALL BE PRESENTED TO THE DBCC - (ARTICLE III, SECTIONS 1, 2, 27, AND35 OF THE RULES OF FAIR PRACTICE - RESPONDENT MEMBERRECOMMENDED AND SOLD SHARES OF PIPER JAFFRAY WITHOUTADEQUATELY DISCLOSING MATERIAL FACTS CONCERNING THECHARACTERISTICS AND SAFETY OF THE FUND; FAILED TO ENSURE THATSALES LITERATURE WAS APPROVED BY A REGISTERED PRINCIPAL; FAILEDTO MAINTAIN SEPARATE FILES OF THAT REVIEW; FAILED TO PROVIDEADEQUATE DISCLOSURE OF THE FUND'S CHANGING NATURE AND RISK.AS A RESULT, RESPONDENT MEMBER ALLOWED CUSTOMERS TO BELIEVETHE FUND WAS A SAFE INVESTMENT; RECOMMENDED AND SOLD THEFUNDS TO CUSTOMERS FOR WHOM IT WAS AN UNSUITABLE INVESTMENT;AND, FAILED TO ESTABLISH, MAINTAIN AND ENFORCE REASONABLESUPERVISORY PROCEDURES TO ENSURE ADHERENCE TO NASD RULES).

iReporting Source: Firm

Allegations: THE JOINT INVESTIGATION BY THE NASD AND THE STATE OF MINNESOTAPRIMARILY RELATED TO DISCLOSURES AND SALES PRACTICESPERTAINING TO THE SALE OF PIPER FUNDS INC. INSTITUTIONALGOVERNMENT PORTFOLIO.

Current Status: Final

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Initiated By: NATIONAL ASSOCIATION OF SECURITIES DEALERS

Principal Sanction(s)/ReliefSought:

Censure

Other Sanction(s)/ReliefSought:

Date Initiated: 08/14/1994

Docket/Case Number: C04960008

Principal Product Type: Mutual Fund(s)

Other Product Type(s):

THE JOINT INVESTIGATION BY THE NASD AND THE STATE OF MINNESOTAPRIMARILY RELATED TO DISCLOSURES AND SALES PRACTICESPERTAINING TO THE SALE OF PIPER FUNDS INC. INSTITUTIONALGOVERNMENT PORTFOLIO.

Resolution Date: 03/06/1996

Resolution:

Other Sanctions Ordered: AN AGREEMENT TO HIRE AN INDEPENDENT CONSULTANT TO REVIEW ANDMAKE RECOMMENDATIONS PRIMARILY RELATING TO THE MARKETING ANDSALE OF PIPER CAPITAL MANAGEMENT'S MUTUAL FUNDS.

Sanction Details: THE CONSENT AGREEMENT PROVIDES THAT PIPER JAFFRAY PAY $65,000TO THE SECURITIES TRADING INVESTOR EDUCATION AND INVESTIGATIONFUND.

Sanctions Ordered: CensureMonetary/Fine $1,250,000.00

Settled

Disclosure 104 of 134

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Reporting Source: Regulator

Allegations: 04-10-00, SEC RULES 17(A)(2),(3), NASD RULE 2110 - RESPONDENTMEMBER EFFECTED DEFEASANCE ESCROW TRANSACTIONS WITHMUNICIPALITIES AT PRICES NOT REASONABLY RELATED TO THE CURRENTWHOLESALE MARKET PRICES FOR THE SECURITIES UNDER THEPARTICULAR FACTS AND CIRCUMSTANCES, INCLUDING THE PERTINENTTAX REGULATIONS. THE FIRM KNEW, OR SHOULD HAVE KNOWN, THAT THEPRICES IT CHARGED WERE NOT REASONABLY RELATED TO THEPREVAILING WHOLESALE MARKET PRICES OF THE SECURITIES. THEEXCESSIVE MARKUPS ALSO JEOPARDIZED THE TAX-EXEMPT STATUS OFTHOSE MUNICIPALITIES REFUNDING BONDS AND DIVERTED MONEY FROMTHE U.S. TREASURY TO THE FIRM WHEN THE TRANSACTION WAS INPOSITIVE ARBITRAGE OR REDUCED THE SAVINGS AVAILABLE TO THEMUNICIPALITIES FROM THE REFUNDINGS WHEN THE TRANSACTION WASIN NEGATIVE ARBITRAGE.

Current Status: Final

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Initiated By: NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC.

Principal Sanction(s)/ReliefSought:

Other Sanction(s)/ReliefSought:

Date Initiated: 04/05/2000

Docket/Case Number: C05000015

Principal Product Type: Other

Other Product Type(s):

04-10-00, SEC RULES 17(A)(2),(3), NASD RULE 2110 - RESPONDENTMEMBER EFFECTED DEFEASANCE ESCROW TRANSACTIONS WITHMUNICIPALITIES AT PRICES NOT REASONABLY RELATED TO THE CURRENTWHOLESALE MARKET PRICES FOR THE SECURITIES UNDER THEPARTICULAR FACTS AND CIRCUMSTANCES, INCLUDING THE PERTINENTTAX REGULATIONS. THE FIRM KNEW, OR SHOULD HAVE KNOWN, THAT THEPRICES IT CHARGED WERE NOT REASONABLY RELATED TO THEPREVAILING WHOLESALE MARKET PRICES OF THE SECURITIES. THEEXCESSIVE MARKUPS ALSO JEOPARDIZED THE TAX-EXEMPT STATUS OFTHOSE MUNICIPALITIES REFUNDING BONDS AND DIVERTED MONEY FROMTHE U.S. TREASURY TO THE FIRM WHEN THE TRANSACTION WAS INPOSITIVE ARBITRAGE OR REDUCED THE SAVINGS AVAILABLE TO THEMUNICIPALITIES FROM THE REFUNDINGS WHEN THE TRANSACTION WASIN NEGATIVE ARBITRAGE.

Resolution Date: 04/05/2000

Resolution:

Other Sanctions Ordered: PAY $988,042.98 TO THE U.S. TREASURY UNDER AN AGREEMENTSIMULTANEOUSLY ENTERED INTO AMONG THE FIRM, THE IRS, AND THEU.S. ATTORNEY FOR THE SOUTHERN DISTRICT OF NEW YORK.AT THE TIMETHE PAYMENTS ARE MADE TO THE MUNICIPALITIES AND THE U.S.TREASURY, COPIES OF THE PAYMENTS AND ANY COVER LETTERS SHALLBE SENT TO DISTRICT NO. 5.

Sanction Details: 11-01-00, $55,000 PAID 4/17/00

Sanctions Ordered: Censure

Acceptance, Waiver & Consent(AWC)

iReporting Source: Firm

Initiated By: NATIONAL ASSOCIATION OF SECURITIES DEALERS

Date Initiated: 05/03/1999

Docket/Case Number: ETR04-9800089/AWC C05000015

Principal Product Type: Equity - OTC

Other Product Type(s):

Allegations: ALLEGES TRADE REPORT PRICE NOT ON CONFIRMS FOR PRINCIPALTRADES, LIMIT ORDER DISPLAY VIOLATIONS AND FAILURE TO ESTABLISH,MAINTAIN AND ENFORCE ADEQUATE WRITTEN SUPERVISORYPROCEDURES FOR LIMIT ORDER DISPLAY, LIMIT ORDER PROTECTION,BEST EXECUTION, TRADE UP & SOES.

Current Status: Final

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Principal Sanction(s)/ReliefSought:

Other

Other Sanction(s)/ReliefSought:

CIVIL AND ADMINISTRATIVE PENALTIES/FINES

Other Product Type(s):

Resolution Date: 04/05/2000

Resolution:

Other Sanctions Ordered:

Sanction Details: DISGORGEMENT OF $988,042.98 WAS PAID ON 4/10/00.

Sanctions Ordered: CensureDisgorgement/Restitution

Acceptance, Waiver & Consent(AWC)

Disclosure 105 of 134

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Reporting Source: Regulator

Initiated By: THE NATIONAL ASSOCITION OF SECURITIES DEALERS

Principal Sanction(s)/ReliefSought:

Other Sanction(s)/ReliefSought:

Date Initiated: 02/08/2000

Docket/Case Number: C04000010

Principal Product Type: Debt - Municipal

Other Product Type(s):

Allegations: 02/25/00GS: MSRB RULES G-37 AND G-38 - RESPONDENT MEMBER FAILEDTO REFLECT NEGOTIATED UNDERWRITINGS, A NEGOTIATED FINANCIALADVISORY RELATIONSHIP AND NEGOTIATED FINANCIAL ADVISORYRELATIONSHIPS ON ITS FORM G-37/G-38.

Current Status: Final

Resolution Date: 02/08/2000

Resolution:

Other Sanctions Ordered: NONE

Sanction Details: 09-07-00,$2,000 PAID 3/09/00, INVOICE 00-04-089

Sanctions Ordered: Monetary/Fine $2,000.00

Acceptance, Waiver & Consent(AWC)

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Sanction Details: 09-07-00,$2,000 PAID 3/09/00, INVOICE 00-04-089

iReporting Source: Firm

Initiated By: NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC.

Principal Sanction(s)/ReliefSought:

Civil and Administrative Penalt(ies) /Fine(s)

Other Sanction(s)/ReliefSought:

Date Initiated: 12/14/1999

Docket/Case Number: C04000010

Principal Product Type: No Product

Other Product Type(s):

Allegations: ALLEGED FAILURE TO REFLECT 13 NEGOTIATED UNDERWRITINGS ON ITS12/31/98 FORM G-37/G-38; 3 NEGOTIATED UNDERWRITINGS ON ITS 3/31/99FORM G-37/G-38, AS SET FORTH ON SCHEDULE A. ALLEGED FAILURE TOREFLECT ONE NEGOTIATED FINANCIAL ADVISORY RELATIONSHIP ON ITS12/31/98 FORM G-37/G-38 & 6 NEGOTIATED FINANCIAL ADVISORYRELATIONSHIPS ON ITS 3/31/99 FORM G-37/G-38, AS SET FORTH ONSCHEDULE B.

Current Status: Final

Resolution Date: 02/08/2000

Resolution:

Other Sanctions Ordered:

Sanction Details: FINE OF $2,000 WAS PAID ON 2/8/00.

Sanctions Ordered: Monetary/Fine $2,000.00

Acceptance, Waiver & Consent(AWC)

Disclosure 106 of 134

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Reporting Source: Regulator

Allegations: 12/28/99GS: NASD RULES 2110, 3010, AND SEC RULES 10B-10, AND 11AC1-4- PIPER JAFFRAY, INC. FAILED TO PROVIDE ITS CUSTOMERS WITHWRITTEN NOTIFICATION OF THE REPORTED TRADE PRICE INTRANSACTIONS AND, IN ONE CASE, FAILED TO PROVIDE THE CUSTOMERWITH WRITTEN NOTIFICATION THAT THE PRICE HE RECEIVED WAS ANAVERAGE PRICE. THE FINDINGS ALSO STATED THAT THE FIRM FAILED TODISPLAY IMMEDIATELY CUSTOMER LIMIT ORDERS EITHER WHEN THEORDERS WERE AT A PRICE THAT WOULD HAVE IMPROVED THE FIRM?S BIDOR OFFER IN EACH SECURITY RELATED TO THOSE ORDERS OR WHENTHE ORDERS WERE PRICED EQUAL TO THE FIRM?S BID OR OFFER ANDTHE NATIONAL BEST BID OR OFFER AND THE OFFERS REPRESENTEDMORE THAN A DE MINIMUS CHANGE IN RELATION TO THE SIZEASSOCIATED WITH THE FIRM?S BID OR OFFER IN EACH SECURITY. INADDITION, THE FIRM FAILED TO ESTABLISH, MAINTAIN, AND ENFORCEWRITTEN SUPERVISORY PROCEDURES REASONABLY DESIGNED TOACHIEVE COMPLIANCE WITH APPLICABLE RULES REGARDING LIMITORDER DISPLAY AND PROTECTION, BEST EXECUTION, TRADEREPORTING, AND THE USE OF SOES.

Current Status: Final

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Initiated By: NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC.

Principal Sanction(s)/ReliefSought:

Other Sanction(s)/ReliefSought:

Date Initiated: 11/24/1999

Docket/Case Number: CMS990145

Principal Product Type: Other

Other Product Type(s):

12/28/99GS: NASD RULES 2110, 3010, AND SEC RULES 10B-10, AND 11AC1-4- PIPER JAFFRAY, INC. FAILED TO PROVIDE ITS CUSTOMERS WITHWRITTEN NOTIFICATION OF THE REPORTED TRADE PRICE INTRANSACTIONS AND, IN ONE CASE, FAILED TO PROVIDE THE CUSTOMERWITH WRITTEN NOTIFICATION THAT THE PRICE HE RECEIVED WAS ANAVERAGE PRICE. THE FINDINGS ALSO STATED THAT THE FIRM FAILED TODISPLAY IMMEDIATELY CUSTOMER LIMIT ORDERS EITHER WHEN THEORDERS WERE AT A PRICE THAT WOULD HAVE IMPROVED THE FIRM?S BIDOR OFFER IN EACH SECURITY RELATED TO THOSE ORDERS OR WHENTHE ORDERS WERE PRICED EQUAL TO THE FIRM?S BID OR OFFER ANDTHE NATIONAL BEST BID OR OFFER AND THE OFFERS REPRESENTEDMORE THAN A DE MINIMUS CHANGE IN RELATION TO THE SIZEASSOCIATED WITH THE FIRM?S BID OR OFFER IN EACH SECURITY. INADDITION, THE FIRM FAILED TO ESTABLISH, MAINTAIN, AND ENFORCEWRITTEN SUPERVISORY PROCEDURES REASONABLY DESIGNED TOACHIEVE COMPLIANCE WITH APPLICABLE RULES REGARDING LIMITORDER DISPLAY AND PROTECTION, BEST EXECUTION, TRADEREPORTING, AND THE USE OF SOES.

Resolution Date: 11/24/1999

Resolution:

Other Sanctions Ordered:

Sanction Details: FIRM SUBMITTED A LETTER OF ACCEPTANCE, WAIVER, AND CONSENTPURSUANT TO WHICH THE FIRM WAS CENSURED AND FINED $12,500.

09-07-00, $12,500 PAID 12/31/99, INVOICE #99-MS-1032

Regulator Statement N/A

Sanctions Ordered: Monetary/Fine $12,500.00

Acceptance, Waiver & Consent(AWC)

iReporting Source: Firm

Allegations: ALLEGED VIOLATIONS OF SEC RULE 10B-10, SEC RULE 11AC1-4 ANDCONDUCT RULES 2110 AND 3010.

Current Status: Final

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Initiated By: NASD REGULATION INC.

Principal Sanction(s)/ReliefSought:

Censure

Other Sanction(s)/ReliefSought:

FINE OF $12,500

Date Initiated: 05/03/1999

Docket/Case Number: CMS990145 AWC

Principal Product Type: Equity - OTC

Other Product Type(s):

Allegations: ALLEGED VIOLATIONS OF SEC RULE 10B-10, SEC RULE 11AC1-4 ANDCONDUCT RULES 2110 AND 3010.

Resolution Date: 11/23/1999

Resolution:

Other Sanctions Ordered:

Sanction Details: THE FINE OF $12,500 WAS PAID ON 5/3/99.

Sanctions Ordered: CensureMonetary/Fine $12,500.00

Acceptance, Waiver & Consent(AWC)

Disclosure 107 of 134

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Reporting Source: Firm

Initiated By: NATIONAL ASSOCIATION OF SECURITIES DEALERS

Principal Sanction(s)/ReliefSought:

Censure

Other Sanction(s)/ReliefSought:

FINE OF $1,000

Date Initiated: 11/14/1995

Docket/Case Number: CM950193

Principal Product Type: Equity - OTC

Other Product Type(s):

Allegations: NASD ALLEGED VIOLATION OF PART V, SECTION 2(D) OF SCHEDULE D TOTHE ASSOCIATION'S BY-LAWS (IN CONNECTION WITH ITS EXCESSIVESPREAD POLICY)

Current Status: Final

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Other Sanction(s)/ReliefSought:

FINE OF $1,000

Resolution Date: 04/10/1996

Resolution:

Other Sanctions Ordered:

Sanction Details: FINE OF $1,000 WAS PAID ON 4/10/96

Sanctions Ordered: CensureMonetary/Fine $1,000.00

Acceptance, Waiver & Consent(AWC)

Disclosure 108 of 134

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Reporting Source: Firm

Initiated By: NEW YORK MERCANTILE EXCHANGE

Principal Sanction(s)/ReliefSought:

Other

Other Sanction(s)/ReliefSought:

FINE OF $1500.00

Date Initiated: 07/01/1977

Docket/Case Number: NOT AVAILABLE

Principal Product Type: Futures - Commodity

Other Product Type(s):

Allegations: ALLEGED THAT PIPER, JAFFRAY & HOPWOOD INCORPORATED (NKA PIPERJAFFRAY) ACCEPTED A DAY TRADE IN THE LAST 15 MINUTES IN A VOLATILEMARKET FOR A COMMODITIES CUSTOMER THAT PJH ALLEGEDLY KNEWWAS IN NO POSITION TO DELIVER HIS CONTRACTS. THE ALLEGEDCONDUCT WAS DEEMED DETRIMENTAL TO THE BEST INTERESTS OF THENEW YORK MERCANTILE EXCHANGE.

Current Status: Final

Resolution Date: 07/13/1977

Resolution:

Other Sanctions Ordered:

Sanction Details: FINE OF $1500.00 WAS PAID ON 7/13/77.

Sanctions Ordered: Monetary/Fine $1,500.00

Settled

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Disclosure 109 of 134

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Reporting Source: Firm

Initiated By: NATIONAL ASSOCIATION OF SECURITIES DEALERS

Principal Sanction(s)/ReliefSought:

Disgorgement

Other Sanction(s)/ReliefSought:

Date Initiated: 12/02/1998

Docket/Case Number: E05970495

Principal Product Type: Other

Other Product Type(s): U.S. TREASURY DEBT OBLIGATIONS

Allegations: THE DEPARTMENT OF JUSTICE (CASE #DOJ 95 CIV 1363) AND NASDR SEEKDISGORGEMENT OF PROFITS MADE FOR MARK-UPS ON THE PURCHASEAND SUBSEQUENT SALE OF U.S. TREASURY OBLIGATIONS INTOESCROWS BUILT FOR THE PURPOSE OF PERFORMING ADVANCEDREFUNDING OF MUNICIPAL BONDS. THE ALLEGATIONS ARE GENERALLYREFERRED TO AS "YIELD BURNING".

Current Status: Final

Resolution Date: 04/06/2000

Resolution:

Other Sanctions Ordered:

Sanction Details: DISGORGEMENT OF $988,042.98 WAS PAID ON 4/10/00.

Sanctions Ordered: Disgorgement/Restitution

Settled

Disclosure 110 of 134

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Reporting Source: Firm

Allegations: THE DOJ AND NASDR (CASE#E05970495) SEEK DISGORGEMENT OFPROFITS MADE FOR MARK-UPS ON THE PURCHASE AND SUBSEQUENTSALE OF U.S. TREASURY OBLIGATIONS INTO ESCROWS BUILT FOR THEPURPOSE OF PERFORMING ADVANCED REFUNDING OF MUNICIPALBONDS. THE ALLEGATIONS ARE GENERALLY REFERRED TO AS "YIELDBURNING".

Current Status: Final

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Initiated By: DEPARTMENT OF JUSTICE

Principal Sanction(s)/ReliefSought:

Disgorgement

Other Sanction(s)/ReliefSought:

Date Initiated: 12/03/1998

Docket/Case Number: DOJ 95 CIV 1363

Principal Product Type: Other

Other Product Type(s): U.S. TREASURY DEBT OBLIGATIONS

Resolution Date: 04/06/2000

Resolution:

Other Sanctions Ordered:

Sanction Details: DISGORGEMENT OF $988,042.98 WAS PAID ON 4/10/00.

Sanctions Ordered: Disgorgement/Restitution

Settled

Disclosure 111 of 134

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Reporting Source: Firm

Initiated By: MONTANA SECURITIES COMMISSIONER

Principal Sanction(s)/ReliefSought:

Other

Other Sanction(s)/ReliefSought:

CIVIL AND ADMINISTRATIVE PENALTIES/FINES

Date Initiated: 11/16/1995

Docket/Case Number: CO1-13-95-04

Principal Product Type: Mutual Fund(s)

Other Product Type(s):

Allegations: THE COMMISSIONER ALLEGED THAT PIPER JAFFRAY INC AND PIPERCAPITAL MANAGEMENT INCORPORATED FAILED TO REASONABLYSUPERVISE AGENTS, EMPLOYEES OR REPRESENTATIVES IN MARKETINGCERTAIN PROPRIETARY FUNDS.

Current Status: Final

Resolution: Settled241©2018 FINRA. All rights reserved. Report about PIPER JAFFRAY & CO.

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Resolution Date: 10/29/1996

Resolution:

Other Sanctions Ordered: PAY $10,000 TO THE INVESTOR PROTECTION TRUST; PAY $35,000 TO THEMONTANA STATE AUDITOR'S OFFICE; SUBMIT TO THE COMMISSIONER ANYCUSTOMER COMPLAINTS INVOLVING A MT RESIDENT; ALLOW PERSONNELFROM THE COMMISSIONER'S OFFICE TO PARTICIPATE IN ANY MT PJBRANCH OFFICE REVIEW OCCURRING WITHIN 1 YEAR OF THEAGREEMENT.

Sanction Details: FINE OF $25,000, $10,000 TO THE INVESTOR PROTECTION TRUST, $35,000TO THE MONTANA STATE AUDITOR'S OFFICE WAS PAID ON 10/29/96.

Sanctions Ordered: Monetary/Fine $25,000.00

Settled

Disclosure 112 of 134

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Reporting Source: Firm

Initiated By: NORTH DAKOTA SECURITIES COMMISSIONER

Principal Sanction(s)/ReliefSought:

Other

Other Sanction(s)/ReliefSought:

CIVIL AND ADMINISTRATIVE PENALTIES/FINES

Date Initiated: 02/25/1997

Docket/Case Number: UNKNOWN

Principal Product Type: Mutual Fund(s)

Other Product Type(s):

Allegations: THE COMMISSIONER ALLEGED THAT PIPER JAFFRAY INC. AND PIPERCAPITAL MANAGEMENT INCORPORATED FAILED TO REASONABLYSUPERVISE AGENTS, EMPLOYEES AND/OR INVESTMENT ADVISORREPRESENTATIVES.

Current Status: Final

Resolution Date: 02/25/1997

Resolution:

Other Sanctions Ordered: THE CONSENT AGREEMENT PROVIDES THAT RESPONDENTS SHALL (1)PAY $120,000 TO THE SECURITIES PROTECTION FUND OF THECOMMISSIONER'S OFFICE; (2) SUBMIT TO THE COMMISSIONER EVIDENCETHAT THEY HAVE FULLY COMPLIED WITH THE UNDERTAKINGS SET FORTHIN THE 2/7/96 STATE OF MINNESOTA CONSENT ORDER; (3) SUBMIT TO THECOMMISSIONER ANY ND CUSTOMER COMPLAINT ALLEGING DAMAGES OF$10,000 OR MORE, FRAUD OR WRONGFUL TAKING OF PROPERTY; (4)NOTIFY THE COMMISSIONER AND ALLOW PERSONNEL FROM THECOMMISSIONER'S OFFICE TO PARTICIPATE IN ANY ND PJ BRANCH OFFICEREVIEW OCCURRING WITHIN 1 YEAR OF THE AGREEMENT.

Sanctions Ordered: Monetary/Fine $120,000.00

Settled

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THE CONSENT AGREEMENT PROVIDES THAT RESPONDENTS SHALL (1)PAY $120,000 TO THE SECURITIES PROTECTION FUND OF THECOMMISSIONER'S OFFICE; (2) SUBMIT TO THE COMMISSIONER EVIDENCETHAT THEY HAVE FULLY COMPLIED WITH THE UNDERTAKINGS SET FORTHIN THE 2/7/96 STATE OF MINNESOTA CONSENT ORDER; (3) SUBMIT TO THECOMMISSIONER ANY ND CUSTOMER COMPLAINT ALLEGING DAMAGES OF$10,000 OR MORE, FRAUD OR WRONGFUL TAKING OF PROPERTY; (4)NOTIFY THE COMMISSIONER AND ALLOW PERSONNEL FROM THECOMMISSIONER'S OFFICE TO PARTICIPATE IN ANY ND PJ BRANCH OFFICEREVIEW OCCURRING WITHIN 1 YEAR OF THE AGREEMENT.

Sanction Details: FINE OF $120,000 TO THE SECURITIES PROTECTION FUND AND EVIDENCEOF COMPLIANCE WITH THE 2/7/96 MN CONSENT ORDER WAS COMPLETEDON 2/25/97.

Disclosure 113 of 134

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Reporting Source: Firm

Initiated By: SOUTH DAKOTA DIVISION OF SECURITIES

Principal Sanction(s)/ReliefSought:

Other

Other Sanction(s)/ReliefSought:

CIVIL AND ADMINISTRATIVE PENALTIES/FINES

Date Initiated: 11/15/1995

Docket/Case Number: UNKNOWN

Principal Product Type: Mutual Fund(s)

Other Product Type(s):

Allegations: THE DIVISION ALLEGED THAT PIPER JAFFRAY INC. AND PIPER CAPITALMANAGEMENT INCORPORATED FAILED TO REASONABLY SUPERVISEAGENTS, EMPLOYEES OR REPRESENTATIVES IN MARKETING CERTAINPROPRIETARY FUNDS.

Current Status: Final

Resolution Date: 07/11/1996

Resolution:

Other Sanctions Ordered: THE CONSENT AGREEMENT PROVIDES THAT $10,000 BE PAID TO THEINVESTOR PROTECTION TRUST; REIMBURSE THE DIVISION IN THEAMOUNT OF $25,000; SUBMIT TO THE DIVISION EVIDENCE OF COMPLIANCEWITH THE 2/7/96 MN CONSENT ORDER; SUBMIT TO THE DIVISION ANYCUSTOMER COMPLAINTS MADE WITHIN 1 YEAR OF THE AGREEMENTINVOLVING A SD RESIDENT THAT ALLEGED DAMAGES OF $10,000 ORMORE, FRAUD OR WRONGFUL TAKING OF PROPERTY AND ALLOWPERSONNEL FROM THE DIVISION TO PARTICIPATE IN ANY SD PJ BRANCHOFFICE REVIEW OCCURING WITHIN 1 YEAR OF THE AGREEMENT.

Sanctions Ordered: Monetary/Fine $40,000.00

Settled

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THE CONSENT AGREEMENT PROVIDES THAT $10,000 BE PAID TO THEINVESTOR PROTECTION TRUST; REIMBURSE THE DIVISION IN THEAMOUNT OF $25,000; SUBMIT TO THE DIVISION EVIDENCE OF COMPLIANCEWITH THE 2/7/96 MN CONSENT ORDER; SUBMIT TO THE DIVISION ANYCUSTOMER COMPLAINTS MADE WITHIN 1 YEAR OF THE AGREEMENTINVOLVING A SD RESIDENT THAT ALLEGED DAMAGES OF $10,000 ORMORE, FRAUD OR WRONGFUL TAKING OF PROPERTY AND ALLOWPERSONNEL FROM THE DIVISION TO PARTICIPATE IN ANY SD PJ BRANCHOFFICE REVIEW OCCURING WITHIN 1 YEAR OF THE AGREEMENT.

Sanction Details: FINE OF $40,000, $10,000 TO THE INVESTOR PROTECTION TRUST, $25,000TO THE DIVISION AND EVIDENCE OF COMPLIANCE WITH THE 2/7/96 MNCONSENT ORDER WAS COMPLETED ON 7/11/96.

Disclosure 114 of 134

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Reporting Source: Firm

Initiated By: PUERTO RICO COMMISSIONER OF FINANCIAL INSTITUTIONS

Principal Sanction(s)/ReliefSought:

Other

Other Sanction(s)/ReliefSought:

CIVIL AND ADMINISTRATIVE PENALTIES/FINES

Date Initiated: 05/26/1998

Docket/Case Number: UNKNOWN

Principal Product Type: No Product

Other Product Type(s):

Allegations: PIPER JAFFRAY INC. CONDUCTED TRANSACTIONS FOR CLIENTS RESIDINGIN PUERTO RICO WITHOUT BEING REGISTERED AS A BROKER-DEALER INPUERTO RICO.

Current Status: Final

Resolution Date: 06/02/1998

Resolution:

Other Sanctions Ordered: THE CONSENT AGREEMENT PROVIDES THAT PIPER JAFFRAY INC. PAY$65,000.00 TO THE SECURITIES TRADING INVESTOR EDUCATION ANDINVESTIGATION FUND.

Sanction Details: $65,000 WAS PAID TO THE SECURITIES TRADING INVESTOR EDUCATIONAND INVESTIGATION FUND ON 05/26/1998.

Firm Statement PIPER JAFFRAY INC. WAS APPROVED IN PUERTO RICO AS A BROKER-DEALER EFFECTIVE JUNE 4, 1998.

Sanctions Ordered: Monetary/Fine $65,000.00

Other

Disclosure 115 of 134

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Reporting Source: Regulator

Initiated By: NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC.

Principal Sanction(s)/ReliefSought:

Other Sanction(s)/ReliefSought:

Date Initiated: 01/27/1999

Docket/Case Number: CMS980113 AWC

Principal Product Type:

Other Product Type(s):

Allegations:

Current Status: Final

Resolution Date: 01/27/1999

Resolution:

Other Sanctions Ordered:

Sanction Details:

Regulator Statement LETTER OF ACCEPTANCE, WAIVER AND CONSENT NO. CMS980113 AWC.

ON JANUARY 27, 1999, PIPER JAFFRAY INC. (PIPR) WAS NOTIFIEDTHAT THE LETTER OF ACCEPTANCE, WAIVER AND CONSENT (AWC) ITSUBMITTED WAS ACCEPTED BY NASD REGULATION, INC.'S OFFICE OFDISCIPLINARY AFFAIRS AND THE NATIONAL ADJUDICATORY COUNCIL. THEAWC ALLEGES THAT THE FOLLOWING VIOLATIONS OCCURRED:

IN 45 INSTANCES, WHERE THE FIRM ACTED AS PRINCIPAL FOR ITS OWNACCOUNT, PIPR FAILED TO PROVIDE WRITTEN NOTIFICATION DISCLOSINGTO EACH OF ITS CUSTOMERS THE REPORTED TRADE PRICE, THE PRICETOTHE CUSTOMER IN THE TRANSACTION, AND THE DIFFERENCE, IF ANY,BETWEEN THE REPORTED TRADE PRICE AND THE PRICE TO THECUSTOMER. THIS CONDUCT CONSTITUTES SEPARATE AND DISTINCT VIOLATIONS OFSEC RULE 10b-10.

IN SIX INSTANCES INVOLVING NASDAQ SECURITIES, PIPR ENTERED ATOTAL OF 12 ORDERS INTO SOES ON THE SAME SIDE OF THE MARKETWITHIN A FIVE MINUTE TIME PERIOD ON BEHALF OF ELEVEN ACCOUNTSCONTROLLED BY THE SAME ASSOCIATED PERSON OR CUSTOMER. INEACHSUCH INSTANCE, THESE ORDERS, WHEN AGGREGATED, EXCEEDED THESOESMAXIMUM ORDER SIZE FOR THAT SECURITY; AND PIPR ENTERED NINEORDERS INTO SOES ON BEHALF OF PROPRIETARY ACCOUNTS. THISCONDUCT CONSTITUTES SEPARATE AND DISTINCT VIOLATIONS OF NASDMARKETPLACE RULE 4730(c)(3).

PIPR FAILED TO ESTABLISH AND MAINTAIN WRITTEN SUPERVISORYPROCEDURES REASONABLY DESIGNED TO ACHIEVE COMPLIANCE WITHTHEAPPLICABLE RULES WITH REGARD TO SEC RULE 10b-10 AND RECORDKEEPING. THIS CONDUCT CONSTITUTES A VIOLATION OF NASD CONDUCTRULE 3010.

PIPR WAS CENSURED AND FINED $4,000.

******$4,000.00 PAID ON 3/19/99 - INVOICE NO. 99-MS-199*****

Sanctions Ordered: CensureMonetary/Fine $4,000.00

Acceptance, Waiver & Consent(AWC)

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LETTER OF ACCEPTANCE, WAIVER AND CONSENT NO. CMS980113 AWC.

ON JANUARY 27, 1999, PIPER JAFFRAY INC. (PIPR) WAS NOTIFIEDTHAT THE LETTER OF ACCEPTANCE, WAIVER AND CONSENT (AWC) ITSUBMITTED WAS ACCEPTED BY NASD REGULATION, INC.'S OFFICE OFDISCIPLINARY AFFAIRS AND THE NATIONAL ADJUDICATORY COUNCIL. THEAWC ALLEGES THAT THE FOLLOWING VIOLATIONS OCCURRED:

IN 45 INSTANCES, WHERE THE FIRM ACTED AS PRINCIPAL FOR ITS OWNACCOUNT, PIPR FAILED TO PROVIDE WRITTEN NOTIFICATION DISCLOSINGTO EACH OF ITS CUSTOMERS THE REPORTED TRADE PRICE, THE PRICETOTHE CUSTOMER IN THE TRANSACTION, AND THE DIFFERENCE, IF ANY,BETWEEN THE REPORTED TRADE PRICE AND THE PRICE TO THECUSTOMER. THIS CONDUCT CONSTITUTES SEPARATE AND DISTINCT VIOLATIONS OFSEC RULE 10b-10.

IN SIX INSTANCES INVOLVING NASDAQ SECURITIES, PIPR ENTERED ATOTAL OF 12 ORDERS INTO SOES ON THE SAME SIDE OF THE MARKETWITHIN A FIVE MINUTE TIME PERIOD ON BEHALF OF ELEVEN ACCOUNTSCONTROLLED BY THE SAME ASSOCIATED PERSON OR CUSTOMER. INEACHSUCH INSTANCE, THESE ORDERS, WHEN AGGREGATED, EXCEEDED THESOESMAXIMUM ORDER SIZE FOR THAT SECURITY; AND PIPR ENTERED NINEORDERS INTO SOES ON BEHALF OF PROPRIETARY ACCOUNTS. THISCONDUCT CONSTITUTES SEPARATE AND DISTINCT VIOLATIONS OF NASDMARKETPLACE RULE 4730(c)(3).

PIPR FAILED TO ESTABLISH AND MAINTAIN WRITTEN SUPERVISORYPROCEDURES REASONABLY DESIGNED TO ACHIEVE COMPLIANCE WITHTHEAPPLICABLE RULES WITH REGARD TO SEC RULE 10b-10 AND RECORDKEEPING. THIS CONDUCT CONSTITUTES A VIOLATION OF NASD CONDUCTRULE 3010.

PIPR WAS CENSURED AND FINED $4,000.

******$4,000.00 PAID ON 3/19/99 - INVOICE NO. 99-MS-199*****

iReporting Source: Firm

Initiated By: NASD REGULATION INC.

Principal Sanction(s)/ReliefSought:

Censure

Other Sanction(s)/ReliefSought:

FINE OF $4000.00

Date Initiated: 02/01/1997

Docket/Case Number: CMS980113

Principal Product Type: Equity - OTC

Other Product Type(s):

Allegations: ALLEGED PIPER JAFFRAY INC. VIOLATED SEC RULE 10B 10, NASDMARKETPLACE RULE 4730 (E)(3) AND NASD CONDUCT RULES 2110 AND3010.

Current Status: Final

Resolution Date: 01/27/1999

Resolution: Acceptance, Waiver & Consent(AWC)

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Resolution Date: 01/27/1999

Other Sanctions Ordered:

Sanction Details: FINE OF $4,000 WAS PAID ON 1/27/99.

Sanctions Ordered: CensureMonetary/Fine $4,000.00

Disclosure 116 of 134

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Reporting Source: Regulator

Initiated By: NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC.

Principal Sanction(s)/ReliefSought:

Other Sanction(s)/ReliefSought:

Date Initiated: 04/02/1970

Docket/Case Number: 389

Principal Product Type:

Other Product Type(s):

Allegations:

Current Status: Final

Resolution Date: 10/18/1972

Resolution:

Other Sanctions Ordered:

Sanction Details:

Regulator Statement COMPLAINT: #389 FILED 04/02/70.05/19/71: DBCC CALLED FOR REVIEW.06/19/71: TO BE FINAL.06/17/71: B/G CALLED FOR REVIEW.10/18/72: CENSURED, FINED $400010/18/72: TO BE FINAL10/18/72: FINAL10/25/72: PAID

Sanctions Ordered: CensureMonetary/Fine $4,000.00

Decision

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iReporting Source: Firm

Initiated By: NATIONAL ASSOCIATION OF SECURITIES DEALERS

Principal Sanction(s)/ReliefSought:

Censure

Other Sanction(s)/ReliefSought:

Date Initiated: 05/01/1971

Docket/Case Number: CHI-389

Principal Product Type: Equity - OTC

Other Product Type(s):

Allegations: ALLEGED PIPER, JAFFRAY & HOPWOOD INCORPORATED (NKA PIPERJAFFRAY INC.) VIOLATED SECTION 1, ARTICLE III OF THE RULES OF FAIRPRACTICE AND THE INTERPRETATION OF THE BOARD OF GOVERNORS INREGARD TO FREE-RIDING & WITHHOLDING.

Current Status: Final

Resolution Date: 09/01/1972

Resolution:

Other Sanctions Ordered: IN 9/72, THE BOARD OF GOVERNORS OF THE NASD REVERSED THEDISTRICT COMMITTEE AND INCREASED THE PENALTIES TO A CENSUREAND FINE OF $4000.00.

Sanction Details: FINE OF $4,000 WAS PAID IN SEPTEMBER 1972.

Sanctions Ordered: CensureMonetary/Fine $2,750.00

Decision

Disclosure 117 of 134

i

Reporting Source: Regulator

Initiated By: NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC.

Date Initiated: 11/21/1997

Docket/Case Number:

Principal Product Type:

Allegations:

Current Status: Final

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Principal Sanction(s)/ReliefSought:

Other Sanction(s)/ReliefSought:

Principal Product Type:

Other Product Type(s):

Resolution Date: 11/21/1997

Resolution:

Other Sanctions Ordered:

Sanction Details:

Sanctions Ordered: CensureMonetary/Fine

Decision

iReporting Source: Firm

Initiated By: NATIONAL ASSOCIATION OF SECURITIES DEALERS

Principal Sanction(s)/ReliefSought:

Censure

Other Sanction(s)/ReliefSought:

Date Initiated: 10/30/1997

Docket/Case Number: CMS970007

Principal Product Type: Debt - Government

Other Product Type(s): DEBT-MUNICIPAL

Allegations: ALLEGES PIPER JAFFRAY, FROM 7/1/95 THROUGH 6/30/96, VIOLATED MSRBRULES G-36 BY FAILING TO TIMELY SUBMIT OFFICIAL STATEMENTS AND/OROTHER DOCUMENTS TO THE MSRB AND MSRB RULE G-8 BY FAILING ONOCCASSION TO MAINTAIN RECORDS.

Current Status: Final

Resolution Date: 12/12/1997

Resolution:

Other Sanctions Ordered:

Sanctions Ordered: CensureMonetary/Fine $10,000.00

Acceptance, Waiver & Consent(AWC)

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Other Sanctions Ordered:

Sanction Details: FINE OF $10,000 WAS PAID ON 12/12/97.

Disclosure 118 of 134

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Reporting Source: Regulator

Initiated By: SECURITIES AND EXCHANGE COMMISSION

Principal Sanction(s)/ReliefSought:

Other Sanction(s)/ReliefSought:

Date Initiated: 01/11/1999

Docket/Case Number:

Principal Product Type: Equity Listed (Common & Preferred Stock)

Other Product Type(s):

Allegations: RESPONDENTS HAD ENGAGED IN ONE OR MORE OF THE FOLLOWINGTYPES OF VIOLATIONS: THE COORDINATION OF QUOTATIONS ANDTRANSACTIONS BY TRADERS MAKING MARKETS IN NASDAQ STOCKS INVIOLATION OF ANTIFRAUD AND FICTITIOUS QUOTATION RULES,THE INTENTIONAL DELAY OF TRADE REPORTS, OTHER MANIPULATIVEACTIVITY, AND FAILURE TO HONOR QUOTED PRICES.

Current Status: Final

Resolution Date: 01/11/1999

Resolution:

Other Sanctions Ordered: WITHIN 90 DAYS OF THE DATE OF THE ENTRY OF THIS ORDER, PROVIDETO THE INDEPENDED CONSULTANT APPOINTED BY THE COMMISSION INCONNECTION WITH THESE PROCEEDINGS (THE "INDEPENDENTCONSULTANT") A DESCRIPTION OF ITS POLICIES, PROCEDURES ANDPRACTICES RELATING TO PREVENTION OR DETECTION OF THE TYPES OFIMPROPER CONDUCT.

Sanction Details: CIVIL PENALTY IN THE AMOUNT OF $350,000.00; DISGORGEMENT IN THEAMOUNT OF $864.00

Regulator Statement [TOP]02/11/99 SEC NEWS DIGEST, ISSUE NO. 99-6, 1/11/99;SEC TODAY ANNOUNCED THE INSTITUTION OF ADMINISTRATIVEPROCEEDINGS AGAINST 28 NASDAQ MARKET MAKING FIRMS AND 51INDIVIDUALS PURSUANT TO SECTIONS 15(B) AND 21C OF THE SECURITIESEXCHANGE ACT OF 1934. THE ORDERS FOUND THAT THE RESPONDENTSHAD ENGAGED IN ONE OR MORE OF THE FOLLOWING TYPES OFVIOLATIONS: THE COORDINATION OF QUOTATIONS AND TRANSACTIONSBY TRADERS MAKING MARKETS IN NASDAQ STOCKS IN VIOLATION OFANTIFRAUD AND FICTITIOUS QUOTATION RULES,THE INTENTIONAL DELAY OF TRADE REPORTS, OTHER MANIPULATIVEACTIVITY, AND FAILURE TO HONOR QUOTED PRICES. (RELS. 34-40900THROUGH 34-40930, INCLUSIVE; IA-1781; FILE NO. 3-9803); (PRESS REL. 99-2) ***2/11/99 SEC ADMINISTRATIVE PROCEEDING FILE NO. 3-9803 1/11/99SEC HAS DECIDED TO ACCEPT THE RESPONDENTS' OFFERS ANDACCORDINGLY IS ISSUING THIS ORDER. SEC FINDS THE FOLLOWING:PIPER TRADED NASDAQ STOCKS FOR ITS OWN ACCOUNTS AND FOR THEACCOUNTS OF INSTITUTIONAL AND RETAIL INVESTORS. IT IS HEREBYORDERED, PURSUANT TO SECTIONS 15(B) AND 21C OF THE EXCHANGEACT, THAT: (1) PIPER SHALL CEASE AND DESIST FROM COMMITTING OR CAUSING ANY VIOLATION OF, AND COMMITTING OR CAUSING ANYFUTURE VIOLATION OF, SECTIONS 15(C)(1) AND (2), AND 17(A) OF THEEXCHANGE ACT, AND RULES 15C1-2, 15C2-7, AND 17A-3 THEREUNDER; (2)SHALL, PAY A CIVIL PENALTY IN THE AMOUNT OF $350,000.00 WITHIN 10BUSINESS DAYS; (3) SHALL, PAY DISGORGEMENT IN THE AMOUNT OF$864.00 WITHIN 10 BUSINESS DAYS PURSUANT TO SECTION 21C(E) OF THEEXCHANGE ACT. (4) PIPER SHALL, WITHIN 90 DAYS OF THE DATE OF THEENTRY OF THIS ORDER, PROVIDE TO THE INDEPENDED CONSULTANTAPPOINTED BY THE COMMISSION IN CONNECTION WITH THESEPROCEEDINGS (THE "INDEPENDENT CONSULTANT") A DESCRIPTION OFITS POLICIES, PROCEDURES AND PRACTICES RELATING TO PREVENTIONOR DETECTION OF THE TYPES OF IMPROPER CONDUCT. (REL. NO. 34-40920, FILE NO. 3-9803)

Sanctions Ordered: Disgorgement/RestitutionCease and Desist/Injunction

Decision & Order of Offer of Settlement

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[TOP]02/11/99 SEC NEWS DIGEST, ISSUE NO. 99-6, 1/11/99;SEC TODAY ANNOUNCED THE INSTITUTION OF ADMINISTRATIVEPROCEEDINGS AGAINST 28 NASDAQ MARKET MAKING FIRMS AND 51INDIVIDUALS PURSUANT TO SECTIONS 15(B) AND 21C OF THE SECURITIESEXCHANGE ACT OF 1934. THE ORDERS FOUND THAT THE RESPONDENTSHAD ENGAGED IN ONE OR MORE OF THE FOLLOWING TYPES OFVIOLATIONS: THE COORDINATION OF QUOTATIONS AND TRANSACTIONSBY TRADERS MAKING MARKETS IN NASDAQ STOCKS IN VIOLATION OFANTIFRAUD AND FICTITIOUS QUOTATION RULES,THE INTENTIONAL DELAY OF TRADE REPORTS, OTHER MANIPULATIVEACTIVITY, AND FAILURE TO HONOR QUOTED PRICES. (RELS. 34-40900THROUGH 34-40930, INCLUSIVE; IA-1781; FILE NO. 3-9803); (PRESS REL. 99-2) ***2/11/99 SEC ADMINISTRATIVE PROCEEDING FILE NO. 3-9803 1/11/99SEC HAS DECIDED TO ACCEPT THE RESPONDENTS' OFFERS ANDACCORDINGLY IS ISSUING THIS ORDER. SEC FINDS THE FOLLOWING:PIPER TRADED NASDAQ STOCKS FOR ITS OWN ACCOUNTS AND FOR THEACCOUNTS OF INSTITUTIONAL AND RETAIL INVESTORS. IT IS HEREBYORDERED, PURSUANT TO SECTIONS 15(B) AND 21C OF THE EXCHANGEACT, THAT: (1) PIPER SHALL CEASE AND DESIST FROM COMMITTING OR CAUSING ANY VIOLATION OF, AND COMMITTING OR CAUSING ANYFUTURE VIOLATION OF, SECTIONS 15(C)(1) AND (2), AND 17(A) OF THEEXCHANGE ACT, AND RULES 15C1-2, 15C2-7, AND 17A-3 THEREUNDER; (2)SHALL, PAY A CIVIL PENALTY IN THE AMOUNT OF $350,000.00 WITHIN 10BUSINESS DAYS; (3) SHALL, PAY DISGORGEMENT IN THE AMOUNT OF$864.00 WITHIN 10 BUSINESS DAYS PURSUANT TO SECTION 21C(E) OF THEEXCHANGE ACT. (4) PIPER SHALL, WITHIN 90 DAYS OF THE DATE OF THEENTRY OF THIS ORDER, PROVIDE TO THE INDEPENDED CONSULTANTAPPOINTED BY THE COMMISSION IN CONNECTION WITH THESEPROCEEDINGS (THE "INDEPENDENT CONSULTANT") A DESCRIPTION OFITS POLICIES, PROCEDURES AND PRACTICES RELATING TO PREVENTIONOR DETECTION OF THE TYPES OF IMPROPER CONDUCT. (REL. NO. 34-40920, FILE NO. 3-9803)

iReporting Source: Firm

Initiated By: SECURITIES & EXCHANGE COMMISSION

Date Initiated: 01/11/1999

Docket/Case Number: 3-9803

Allegations: IN AN ACTION BROUGHT AGAINST ALMOST ALL THE MAJOR NASDAQMARKET MAKERS, THE SEC FOUND THAT IN 1994, MARKET MAKERS,INCLUDING PIPER JAFFRAY INC., VIOLATED PROVISIONS OF THE FEDERALSECURITIES LAWS IN CONNECTION WITH THEIR MARKET MAKINGACTIVITIES IN NASDAQ SECURITIES.

Current Status: Final

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Principal Sanction(s)/ReliefSought:

Disgorgement

Other Sanction(s)/ReliefSought:

Principal Product Type: Equity - OTC

Other Product Type(s):

Resolution Date: 01/11/1999

Resolution:

Other Sanctions Ordered: CIVIL PENALTY OF $350000.00 AND PIPER JAFFRAY INC. AGREED TO ADESIST AND DESIST ORDER AND TO SUBMIT CERTAIN OF ITS POLICIES TOAN INDEPENDENT CONSULTANT.

Sanction Details: CIVIL PENALTY OF $350,000 WAS PAID ON 1/11/99.

Sanctions Ordered: Monetary/Fine $350,000.00

Acceptance, Waiver & Consent(AWC)

Disclosure 119 of 134

i

Reporting Source: Regulator

Initiated By: NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC.

Principal Sanction(s)/ReliefSought:

Other Sanction(s)/ReliefSought:

Date Initiated: 07/20/1998

Docket/Case Number: CMS980068 AWC

Principal Product Type:

Other Product Type(s):

Allegations:

Current Status: Final

Resolution Date: 07/20/1998

Resolution:

Other Sanctions Ordered:

Sanction Details:

Sanctions Ordered: CensureMonetary/Fine $12,500.00

Acceptance, Waiver & Consent(AWC)

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Sanction Details:

Regulator Statement LETTER OF ACCEPTANCE, WAIVER AND CONSENT NO. CMS980068 AWC.

ON JULY 20, 1998, PIPER JAFFRAY, INC. (PIPR) WAS NOTIFIED THATTHE LETTER OF ACCEPTANCE, WAIVER AND CONSENT (AWC) ITSUBMITTEDWAS ACCEPTED BY NASD REGULATION, INC.'S DEPARTMENT OFENFORCEMENT AND THE NATIONAL ADJUDICATORY COUNCIL. THE AWCALLEGES THAT THE FOLLOWING VIOLATIONS OCCURRED:

PIPR FAILED TO EXECUTE 15 PREFERENCED SELECTNET ORDERS WHICHWERE PRESENTED TO PIPR AT PIPR'S PUBLISHED BID OR PUBLISHEDOFFER IN AN AMOUNT EQUAL TO OR LESS THAN ITS PUBLISHEDQUOTATION SIZE AND, THEREFORE, FAILED TO HONOR ITS PUBLISHEDQUOTATION. THIS CONDUCT CONSTITUTES SEPARATE AND DISTINCTVIOLATIONS OF SEC RULE 11Ac1-1 ("SEC FIRM QUOTE RULE"), NASDCONDUCT RULE 3320 AND NASD MARKETPLACE RULE 4613(b) ("NASD FIRMQUOTE RULES").

PIPR FAILED TO ESTABLISH, MAINTAIN AND ENFORCE WRITTENSUPERVISORY PROCEDURES REASONABLY DESIGNED TO ACHIEVECOMPLIANCE WITH THE APPLICABLE SECURITIES LAWS ANDREGULATIONSCONCERNING THE SEC'S FIRM QUOTE RULE AND NASD FIRM QUOTERULES.

PIPR WAS CENSURED AND FINED $12,500.

******* $12,500 PAID ON 8/27/98, INVOICE NO. 98-MS-675 ****

iReporting Source: Firm

Allegations: ALLEGED PIPER FAILED TO EXECUTE 15 PREFERENCED SELECTNETORDERS WHICH WERE PRESENTED TO PIPER AT PIPER'S PUBLISHED BIDOR PUBLISHED OFFER IN AN AMOUNT EQUAL TO OR LESS THAN ITSPUBLISHED QUOTATION SIZE AND THEREFORE FAILED TO HONOR ITSPUBLISHED QUOTATION. THIS CONDUCT VIOLATED SEC RULE 11AC1-1("SEC FIRM QUOTE RULE"), NASD CONDUCT RULE 3320 & NASDMARKETPLACE RULE 4613(B) ("NASD FIRM QUOTE RULES"). PIPER FAILEDTO ESTABLISH, MAINTAIN AND ENFORCE WRITTEN SUPERVISORYPROCEDURES REASONABLY DESIGNED TO ACHIEVE COMPLIANCE WITHTHE APPLICABLE SECURITIES LAWS AND REGULATIONS CONCERNINGTHE SEC'S FIRM QUOTE RULE AND NASD FIRM QUOTE RULES.

Current Status: Final

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Initiated By: NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC.

Principal Sanction(s)/ReliefSought:

Censure

Other Sanction(s)/ReliefSought:

FINED $12,500

Date Initiated: 07/20/1998

Docket/Case Number: CMS980068

Principal Product Type: Equity - OTC

Other Product Type(s):

ALLEGED PIPER FAILED TO EXECUTE 15 PREFERENCED SELECTNETORDERS WHICH WERE PRESENTED TO PIPER AT PIPER'S PUBLISHED BIDOR PUBLISHED OFFER IN AN AMOUNT EQUAL TO OR LESS THAN ITSPUBLISHED QUOTATION SIZE AND THEREFORE FAILED TO HONOR ITSPUBLISHED QUOTATION. THIS CONDUCT VIOLATED SEC RULE 11AC1-1("SEC FIRM QUOTE RULE"), NASD CONDUCT RULE 3320 & NASDMARKETPLACE RULE 4613(B) ("NASD FIRM QUOTE RULES"). PIPER FAILEDTO ESTABLISH, MAINTAIN AND ENFORCE WRITTEN SUPERVISORYPROCEDURES REASONABLY DESIGNED TO ACHIEVE COMPLIANCE WITHTHE APPLICABLE SECURITIES LAWS AND REGULATIONS CONCERNINGTHE SEC'S FIRM QUOTE RULE AND NASD FIRM QUOTE RULES.

Resolution Date: 08/27/1998

Resolution:

Other Sanctions Ordered:

Sanction Details: $12,500 WAS PAID ON 8/27/98, INVOICE NO. 98-MS-675.

Sanctions Ordered: CensureMonetary/Fine $12,500.00

Acceptance, Waiver & Consent(AWC)

Disclosure 120 of 134

i

Reporting Source: Regulator

Initiated By: NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC.

Principal Sanction(s)/ReliefSought:

Other Sanction(s)/ReliefSought:

Date Initiated: 01/08/1998

Docket/Case Number: CMS970067 AWC

Principal Product Type:

Other Product Type(s):

Allegations:

Current Status: Final

Resolution: Acceptance, Waiver & Consent(AWC)254©2018 FINRA. All rights reserved. Report about PIPER JAFFRAY & CO.