ORIGINAL
Please read carefully, sign and return
To Shearson Xxxxxx Brothers Inc.
SHEARSON
XXXXXX
BROTHERS
Client Documentation Services
Xxxxxx Xxxxxx Xxxxxxx
X.X. Xxx 000
Xxx Xxxx, XX 00000-0000
Client Agreement
In consideration of Shearson Xxxxxx Brothers Inc. ("Shearson") accepting
my account and agreeing to act as my broker, I agree to the following with
respect to any of my accounts with you for extensions of credit and the
purchase and sale of securities, put & call options, and other property.
This agreement shall not become effective until accepted by you in your
New York office. Acceptance may be evidenced by internal records
maintained by you. Throughout this agreement, "I," "me," "my," "we," and
"us" refer to the client and all others who are legally obligated on this
account. "You" and "your" refer to Shearson, its subsidiaries and parents
and any and all divisions or other entities, their officers, directors,
agents and/or employees.
1. MY REPRESENTATIONS. I represent that I am of the age of majority
according to the laws of my state of residence. I further represent that
I am not an employee of any exchange or of a member firm of any exchange
or of a member of the National Association of Securities Dealers, Inc.
(the "NASD"), or of a bank, trust company, or insurance company unless I
have notified you to that effect. If I become so employed, I agree to
notify you promptly. I also represent that no persons other than those
signing this agreement have an interest in the account.
2. DEFINITION OF "PROPERTY." The word "property" is used herein to mean
securities of all kinds, monies, options, commodities, and contracts for
the future delivery of, or otherwise relating to, commodities or
securities and all other property usually and customarily dealt in by
brokerage firms.
3. ORDERS EXECUTIONS; DELIVERIES AND SETTLEMENTS. I agree that, in giving
orders to sell, all "short" sales orders will be designated as "short" and
all "long" sales orders will be designated as "long." "Short sale" means
any sale of a security not owned by the seller or any sale that is
consummated by delivery of a borrowed security. I also agree that you may
at your discretion immediately cover any short sales in my account. The
designation on a sale order as "long" is a representation on my part that
I own the security, and if the security is not in your possession at the
time of the contract for sale, I agree to deliver the security to you by
settlement date. In case of non-delivery of a security, you are
authorized to purchase the security to cover my position and charge any
loss, commissions and fees to my account. I agree that if you fail to
receive payment for securities purchased you may, without prior demand and
notice, sell securities or other property held by you in any of my
accounts and any loss resulting therefrom will be charged to my account.
By accepting my limit order for transactions in securities in the NASDAQ
or over-the-counter market, you undertake to monitor the interdealer
market and to seek to execute my order only if the inside bid (in the case
of a limit order to sell, the highest price at which a dealer is being
quoted as willing to buy securities) or the inside asked (in the case of
a limit order to buy, the lowest price at which a dealer is being quoted
as willing to sell securities) reaches my limit price. You reserve the
right, while my limit order remains unexecuted, to trade for your own
market-maker account at prices equal to or better than my limit order
price and not to execute my order against incoming orders from other
customers. For example, if the inside market is 10 bid, 101/4 asked and
I place a limit order to sell securities at 101/8, you will seek to execute
my order only if the inside bid reaches my limit price of 101/8 (exclusive
of any markdown or commission equivalent that you may charge in connection
with the transaction) and, while my order remains unexecuted, you may
continue to sell securities for your market-maker account at prices at or
above 101/8.
Unless I have directed that the order be executed on a specified exchange
or market and you have agreed to such execution,you will, at your sole
discretion and without prior notification to me, execute any order to
purchase or sell securities on the over-the-counter market in any location
or on any exchange, including a foreign exchange where such security is
traded, either on a principal or agency basis.
4. OPTION POSITIONS. I agree not to enter into any purchase or sale of
equity, debt, foreign currency or index put & call options or Index
Participations without having read and fully understood the terms,
conditions and risks, as set forth in the Characteristics and Risks of
Standardized Options booklet and/or Index Participations booklet, and
applicable supplements which you agree to furnish me prior to such
transactions. I understand clients' short option positions are assigned
on a random selection method pursuant to an automated system. All short
option positions can be assigned at any time including the day written.
5. NOTICE TO EXERCISE OPTIONS. If I purchase any listed option, I will
notify you of my intention to exercise such option no later than two hours
before the expiration time of the option (one hour in the case of an over-
the-counter option). Failure to give such notice will constitute an
abandonment of the option, in which event it may be exercised for my
account if it would be profitable to do so. Except as required by the
Options Clearing Corporation Rules, you have no obligation to exercise any
option absent specific instructions from me to that effect. If it would
not be profitable for my account due to commission expenses, it may be
permitted to expire or, at your discretion, sold or acquired by you for
some equitable payment to me based on your expenses and risk, without any
liability or responsibility on your part to me.
6. IMPARTIAL LOTTERY ALLOCATION SYSTEM. When you hold on my behalf bonds
or preferred stocks in street or bearer form which are callable in part,
I agree to participate in the impartial lottery allocation system of the
called securities in accordance with the provisions of the New York Stock
Exchange ("NYSE") rules. Further, I understand when the call is
favorable, no allocation will be made to any account in which you, your
officers, or employees, have a financial interest until all other clients'
positions in such securities are satisfied on an impartial lottery basis.
7. RESTRICTIONS ON TRADING. I understand that you may in your sole
discretion prohibit or restrict trading of securities or substitution of
securities in any of my accounts.
8. ORAL AUTHORIZATIONS. I agree that you shall incur no liability in
acting upon oral instructions given to you concerning my accounts,
provided such instructions reasonably appear to be genuine.
9. TRANSFER OF EXCESS FUNDS; EXCHANGE RATE FLUCTUATIONS. You may transfer
excess funds from my commodity accounts to any of my other accounts for
any reason, such as to avoid a margin call, not in conflict with the
Commodity Exchange Act. If any transactions are effected on an exchange
in which a foreign currency is used, any profit or loss as a result of a
fluctuation in the exchange rate will be for my account.
10. TEMPORARY INVESTMENT OF FREE CREDIT BALANCES; BOND PRINCIPAL AND
INTEREST PAYMENTS. I authorize, but do not require, you to automatically
invest on a periodic basis the free credit balances in may accounts,
including interest and dividends paid to me, in mutually selected money
market funds or, in the absence of a selection by me, in preselected money
market funds.
You are not required to remit interest or dividends to me on a daily
basis. With respect to bond principal and interest payments, you may
redeem my money market fund shares, without notice, to the extent
necessary to satisfy any debits arising in any of my accounts. I
acknowledge that interest will not be paid to me on credit balances in any
of my accounts unless specifically agreed to by you in writing. You may
credit my account with principal and interest due on the payment dates and
are entitled to recover any such payments from me if the same are not
actually received by you from the trustee or paying agent.
11. FEES AND CHARGES. I understand that you may charge commissions and
other fees for execution of transactions to purchase and sell securities,
put & call options or other property, and I agree to pay such commissions
and fees at your then prevailing rates. I also understand that such
commission and fee rates may be changed from time to time without notice
to me and I agree to be bound thereby. I may be subject to an
administrative fee on any of my accounts which produce no commission
revenue for any calendar year. You must notify me prior to applying this
fee. I agree to pay a late charge, to the extent permitted by law, if I
purchase securities in my cash account and fail to pay for such securities
by settlement date. Any late charge you may impose will be at the maximum
rate of interest set forth in the Statement of Credit Terms and may be
charged from the settlement date to the date of payment.
12. ACCURACY OF REPORTS; COMMUNICATIONS. Confirmation of orders and
statements of my accounts shall be conclusive if not objected to in
writing within ten days after mailing by you to me. Communications mailed
to me at the address specified in this agreement shall, until you have
received notice in writing from me of a different address, be deemed to
have been personally delivered to me and I agree to waive all claims
resulting from failure to receive such communications.
13. INTRODUCED ACCOUNTS. If my account has been introduced to you and is
carried by you only as a clearing broker, I agree that you are not
responsible for the conduct of the introducing broker and your only
responsibilities to me relate to the execution, clearing and bookkeeping
of transactions in my accounts.
14. SECURITY INTEREST. As security for the payment of all loans presently
outstanding or to be made under this or any other agreement between us,
and for all liabilities I may have to you now or in the future, I grant
you a security interest in any and all property belonging to me or in
which I may have an interest, held by you or carried in any of my accounts
(individual or multiple owner), including commodity accounts. All
property shall be subject to such security interest as collateral for the
discharge of my obligations to you, wherever or however arising and
without regard to whether or not you have made loans with respect to such
property. You are hereby authorized to sell and/or purchase any and all
property in any of my accounts or to liquidate any open commodity futures
or forward contracts in any of my accounts without notice in order to
satisfy such obligations. In enforcing your security interest, you shall
have the discretion to determine which property is to be sold and the
order in which it is to be sold and shall have all the rights and remedies
available to a secured party under the New York Uniform Commercial Code.
15. LIQUIDATION OF COLLATERAL OR ACCOUNT. You may sell any or all
property held in any of my accounts and cancel any open orders for the
purchase or sale of any property without notice in the event of my death
or whenever in your discretion you consider it necessary for your
protection. In such event you also may borrow or buy-in all property
required to make delivery against any sale, including a short sale,
effected for me. Such sale or purchase may be public or private and may
be made without advertising or notice to me and in such manner as you may
in your discretion determine. No demands, calls, tenders or notices which
you may make or give in any one or more instances shall invalidate the
foregoing waiver on my part. At any such sale you may purchase the
property free of any right of redemption and I shall be liable for any
deficiency in my accounts. Without your prior written consent, I will not
cause or allow any of the collateral held in my account, whether now owned
or hereafter acquired, to be or become subject to any liens, security
interests, mortgages or encumbrances of any nature other than your
security interest.
16. LOANS. From time to time you may, at your discretion, make loans to
me for any purpose, including the purpose of purchasing, carrying or
trading in securities ("Margin Loans") or for a purpose other than
purchasing, carrying or trading in securities ("Express Credit Loans").
Pursuant to Regulation T, Margin Loans will be made in a Margin Account
and Express Credit Loans will be made in a nonsecurities credit account
("Express Credit Account"). The minimum and maximum amount of any
particular loan may be established by you in your discretion regardless of
the amount of collateral delivered to you and you may change such minimum
and maximum amounts from time to time.
17. EXPRESS CREDIT. I agree not to use the proceeds of any Express Credit
Loan to purchase, carry or trade in securities. I also agree not to use
Express Credit Loan proceeds directly or indirectly to repay other debt I
incur for the purpose of purchasing, carrying or trading in securities.
18. PAYMENT OF LOANS ON DEMAND. I agree to pay ON DEMAND any balance
owing with respect to any of my accounts, including interest and
commissions and any costs of collection (including attorneys' fees, if
incurred by your). I understand that you may demand full payment of the
balance due in my accounts plus any interest charges accrued thereon,at
your sole option, at any time without cause and whether or not such demand
is made for your protection. That is, loans are not made for any specific
term or duration but rather are due and payable at your discretion upon a
demand for payment made to me. I agree that you may at your sole option
apply payments of interest, dividends, premium and principal received on
any of the collateral, whether pursuant to the terms of such collateral or
upon the sale of the collateral, to the payment of the balance due in my
accounts or pay such amounts to me.
19. MAINTENANCE OF COLLATERAL. I understand that the properties in my
Margin Account and/or Express Credit Account may be carried in your
general loans and may be pledged or hypothecated by you separately or in
common with other properties. The pledge or hypothecation by you may
secure your indebtedness equal to or greater than the amount owed to you
by me. I agree to deposit additional collateral, as you may in your
discretion require from time to time, in the form of cash or securities in
accordance with the rules and regulations of the Federal Reserve Board,
the NYSE, the American Stock Exchange, Inc. ("AMEX""), other national
securities exchanges, associations or regulatory agencies under whose
jurisdiction you are subject and your own minimum house margin maintenance
requirements. In the event I no longer maintain a debit balance or an
indebtedness to you, it is understood that you will fully segregate all
securities in my accounts in your safekeeping or control (directly or
through a clearing house) and/or deliver them to me upon my request.
20. INTEREST CHARGES AND PAYMENTS. I agree to pay interest, to the extent
not prohibited by the laws of the State of New York, upon all amounts
advanced and other balances due in my accounts in accordance with your
usual custom, which may include the compounding of interest. Your custom,
which may change from time to time, is set forth in your disclosure
statement, which by this reference is herein specifically incorporated.
By entering into any transactions with you after I receive your disclosure
statement, I acknowledge that I have read and agree to its terms for all
past and future transactions in my account. I understand that interest on
all debit balances shall be payable ON DEMAND and that in the absence of
any demand interest shall be due on the first business day of each
interest period. My daily net debit balance will include accrued interest
I have not paid from prior interest periods, if any. I understand that to
the extent permitted by applicable law you may charge me interest on the
unpaid interest previously added to my debit balance; that is, you may
charge me compound interest. Payments of interest and principal and all
other payments made by me under this agreement shall be made to your main
office in New York, New York. You may, in your discretion, not deem any
check or other remittance to constitute payment until it has been paid by
the drawee and the funds representing such payment have become available
to you.
21. CREDIT AND BUSINESS CONDUCT INFORMATION AND INVESTIGATION. I
authorize you at your discretion to obtain reports and to provide
information to others concerning my credit standing and my business
conduct. You may ask credit reporting agencies for consumer reports of my
credit history. Upon my request you will inform me whether you have
obtained any such consumer reports and if you have, you will inform me of
the name and address of the consumer reporting agency that furnished the
reports to you.
22. JOINT ACCOUNTS
a. If this is a Joint Account, we agree that each of us shall have the
authority on behalf of the account to buy, sell (including short sales),
and otherwise deal in, through you as brokers, securities, options or
other property on margin or otherwise; to receive for the account,
confirmations, statements and communications of every kind; to receive for
the account and to dispose of money, securities and other property; to
make, terminate, or modify for the account, agreements relating to these
matters or waive any of the provisions of such agreements; and generally
to deal with you as if each of us alone were the account owner, all
without notice to the other account owners. We agree that notice to any
account owner shall be deemed to be notice to all account owners. Each
account owner shall be jointly and severally liable for this account.
b. You may follow the instructions of any of us concerning this account
and make deliveries to any of us, of any or all securities or other
property in this account, and make payments to any of us, of any or all
monies in this account as any of us may order and direct, even if such
deliveries and/or payments shall be made to one of us personally or to
third parties. You shall be under no obligation to inquire into the
purpose of any such demand for delivery of securities, property, or
payment of monies, and you shall not be bound to see to the application or
disposition of the said securities, property and/or monies so delivered or
paid to any of us. Notwithstanding the foregoing, you are authorized, in
your discretion to require joint action by the joint tenants with respect
to any matter concerning the joint account, including the giving or
cancellation of orders and the withdrawal of monies, securities or other
property.
c. In the event of the death of any of us, the survivor(s) shall
immediately give you written notice thereof, and you may, before or after
receiving such notice, take such proceedings, require such documents,
retain such portion of the account and/or restrict transactions in the
account as you may deem advisable to protect you against any tax,
liability, penalty or loss under any present or future laws or otherwise.
The estate of any of us who shall have died shall be liable and each
survivor will be liable, jointly and severally, to you for any debt or
loss in this account resulting from the completion of transactions
initiated prior to your receipt of a written notice of such death or
incurred in the liquidation of the account or the adjustment of the
interests of the respective parties.
d. Any taxes or other expenses becoming a lien against or being payable
out of the account as the result of the death of any of us, or through the
exercise by his or her estate or representatives of any rights in the
account shall be chargeable against the interest of the survivor(s) as
well as against the interest of the estate of the decedent. This
provision shall not release the decedent's estate from any liability
provided for in this agreement.
e. DESIGNATION OF TENANCY (This paragraph "22(e)" is not applicable in the
State of Texas, where form no. 3882 "Texas Joint Account Supplement..."
must be executed and returned with this agreement to you.). You may
presume that it is the express intention of us to create an estate or
account as joint tenants with rights of survivorship and not as tenants-
in-common, unless otherwise provided by striking this paragraph and
executing a separate Tenancy-in-Common form and returning it to you. In
the event of the death of either or any of us, the entire interest in the
joint account shall be vested in the survivor(s) on the same terms and
conditions as theretofore held, without in any manner releasing the
decedent's estate from the liability.
23. ARBITRATION.
- ARBITRATION IS FINAL AND BINDING ON THE PARTIES.
- THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDIES IN COURT,
INCLUDING THE RIGHT TO A JURY TRIAL.
- PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED THAN AND
DIFFERENT FROM COURT PROCEEDINGS.
- THE ARBITRATORS' AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS
OR LEGAL REASONING AND ANY PARTY'S RIGHT TO APPEAL OR TO SEEK
MODIFICATION OF RULINGS BY THE ARBITRATORS IS STRICTLY LIMITED.
- THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF
ARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY.
Any controversy: (1) arising out of or relating to any of my accounts
maintained individually or jointly with any other party, in any capacity,
with you; or (2) relating to my transactions or accounts with any of your
predecessor firms by merger, acquisition or other business combination
from the inception of such accounts; or (3) with respect to transactions
of any kind executed by, through or with you, your officers, directors,
agents and/or employees; or (4) with respect to this agreement or any
other agreements entered into with you relating to my accounts, or the
breach thereof, shall be resolved by arbitration conducted only at the
NYSE, NASD, or AMEX or any self-regulatory organization ("SRO") subject to
the jurisdiction of the Securities and Exchange Commission and pursuant to
the arbitration procedures then in effect of any such exchange or SRO as
I may elect. If I do not make such election by registered mail addressed
to you at your main office within 5 days after demand by you that I make
such election, then you will have the right to elect the arbitration
tribunal of your choice. Judgment upon any award rendered by the
arbitrators may be entered in any court having jurisdiction thereof.
24. GOVERNING LAW AND APPLICABLE REGULATIONS. This agreement, including
the arbitration provisions contained herein, shall be governed by the laws
of the State of New York without giving effect to the choice of law or
conflict of laws provisions thereof. All transactions for my accounts
shall be subject to the regulations of all applicable federal, state and
self-regulatory agencies including but not limited to the Securities and
Exchange Commission, the various securities and commodity exchanges, the
Municipal Securities Rulemaking Board, the NASD, the Board of Governors of
the Federal Reserve System and the constitution, rules and customs of the
exchange or market (and its clearing house, if any) where executed.
Actual deliveries are intended on all transactions. I agree not to exceed
the exercise limits and/or position limits set by the option exchanges,
for my own account, acting alone or in concert with others.
25. BINDING EFFECT. This agreement and its terms shall be binding upon my
heirs executors, successors, administrators, assigns, committee and/or
conservators ("successors"). In the event of my death, incompetency, or
disability, whether or not any successors of my estate and property shall
have qualified or been appointed, you may continue to operate as though I
were alive and competent and you may liquidate my account as described in
Paragraph 15 above without prior notice to or demand upon my successors.
This agreement shall inure to the benefit of your assigns and successors,
by merger, consolidation or otherwise (and you may transfer my accounts to
any such successors and assigns at your discretion).
26. WAIVER NOT IMPLIED. Your failure to insist at any time upon strict
compliance with this agreement or with any of its terms or any continued
course of such conduct on your part shall not constitute or be considered
a waiver by you of any of your rights.
27. SEVERABILITY. If any provision of this agreement is or becomes
inconsistent with any applicable present or future law, rule or
regulation, that provision will be deemed rescinded or modified in order
to comply with the relevant law, rule or regulation. All other provisions
of this agreement will continue and remain in full force and effect.
28. NO ORAL MODIFICATION; AFFECT ON PRIOR AGREEMENTS. No modification of
this agreement shall be effective unless in writing and executed by you
and me. This agreement is not subject to any oral modification; the
signing of this agreement supersedes any prior Customer's or Client's
Agreement (except those governing transactions in my commodity accounts)
made with you or any of your predecessors or assignors. To the extent
this agreement is inconsistent with any other agreement governing my
account, the provisions of this agreement shall govern.
Tax Certification: Under penalties of perjury, I certify that the number
shown below on this form is my correct taxpayer identification number or
if not, then the number I have entered below per instructions is my
correct taxpayer identification number, and that I am not subject to
backup withholding because: (a) I have not been notified by the Internal
Revenue Service (IRS) that I am subject to backup withholding as a result
of a failure to report all interest or dividends, or (b) the IRS has
notified me that I am no longer subject to backup withholding (see below),
or (c) I am exempt from backup withholding (see below). Note: You must
cross out (b) above if you are currently subject to backup withholding
because of underreporting interest or dividends on your tax return. For
Those Exempt From Backup Withholding (see instructions), write the word
"Exempt" here:__________________.
Unless I strike this paragraph and initial the same, you are hereby
specifically authorized to lend, either separately or with or other
securities, to either yourself as broker or to others, any securities held
by you on margin or as collateral for an Express Credit Loan for my/our
accounts or as collateral therefor. This agreement shall continue until
signed notice of revocation is received by or from me and, in case of such
revocation, it shall continue in effect as to transactions entered into
prior thereto. By signing this agreement I acknowledge that my securities
may be loaned to you or loaned out to others. I understand that if I
decline to accept this provision, you may refuse to extend margin or other
loans in relation to my accounts.
NOTICE: Any person, whether married, unmarried or separated, may apply
for a separate account.
NOTICE: By signing this agreement, I acknowledge receipt of a copy of
this agreement.
CAUTION TO CLIENT:
IT IS IMPORTANT THAT YOU THOROUGHLY READ THIS AGREEMENT BEFORE YOU SIGN
IT.
NOTICE: This agreement contains a pre-dispute arbitration clause, which is
located on this page at paragraph 23.
Account Number: ____________________
Branch Account T C FC
_____ _______ _ _ ________________
Client's
Signature_________________________________X Date: ___________
