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EXHIBIT 10.1
AGREEMENT
This agreement, made this 5th day of June, 1997 (the "Agreement")
between XXXXXXXX XXXXXXXX & CO. INCORPORATED, a Delaware corporation
("Schroder" or the "Clearing Firm"), and Tejas Securities Group, Inc. (the
"Introducing Firm").
WITNESSETH THAT:
WHEREAS, the Introducing Firm desires to avail itself of the clearing
services of Schroder as more fully set forth herein, and
WHEREAS, Schroder desires to extend such clearing services to the
Introducing Firm;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
set forth and other good and valuable considerations the receipt of which is
hereby acknowledged, the parties hereby covenant and agree as follows:
I. SERVICES TO BE PERFORMED BY SCHRODER.
X. Xxxxxxxx will carry individually on its books on a fully disclosed basis the
securities accounts on behalf of the Introducing Firm's customers whose
accounts have been introduced by the Introducing Firm and are accepted by
Schroder and will similarly carry all of the Introducing Firm's firm accounts
(collectively the "Introduced Accounts") commencing with the trade date of
_________.
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X. Xxxxxxxx will prepare and mail to the Introduced Accounts confirmations of
purchases and sales of securities imprinted "Upon Instructions of" the
Introducing Firm and monthly statements of account (or quarterly statements
where appropriate due to inactivity) imprinted "In account with" the Introducing
Firm and bearing the name of Schroder and reflecting all transactions reported
to Schroder as having been executed by the Introducing Firm for the Introduced
Accounts pursuant to paragraph I.A. above.
X. Xxxxxxxx shall be responsible for establishing and implementing procedures
for the transmission or execution of orders for the Introduced Accounts.
X. Xxxxxxxx will settle all transactions reported to it pursuant to paragraph
I.B. above and all related contracts.
X. Xxxxxxxx will perform all cashiering functions in connection with
transactions reported to it by the Introducing Firm for the Introduced Accounts
including, but not limited to, the receipt, transfer and delivery of securities
purchased, sold, borrowed and loaned, making and receiving payment therefore,
and if requested by the Introducing Firm, holding in custody and safekeeping
all securities and cash so received.
X. Xxxxxxxx will process warrants, exchange offers, rights offerings, tender
offers and redemptions for securities which are held by Schroder in the same
manner such offers and redemptions are processed for Schroder's own accounts,
or as mutually agreed between Schroder and the Introducing Firm.
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X. Xxxxxxxx will forward all annual reports, proxy materials, proxies and other
reports with respect to securities which are held by Schroder in accordance
with applicable rules and regulations, to the extent such material is provided
on a timely basis to Lewco Securities Corp. by the applicable company.
X. Xxxxxxxx will accept and remit dividends and interest for securities which
are held by Schroder (or in its name of any subsidiary or nominee) for
Introduced Accounts.
I. In accordance with the requirements of the Securities and Exchange Commission
("SEC") and all the national securities exchanges and associations having
jurisdiction over such activities, Schroder will prepare, maintain and preserve
for the required periods books, records and documentation of all transactions
with respect to which it has performed clearance or cashiering services for the
Introduced Accounts. Provided, however, that Schroder shall not be responsible
for the filing of any regulatory reports required of the Introducing Firm by the
SEC, the National Association of Securities Dealers, Inc. ("NASD"), or any
national securities, commodities or other exchange, which shall be the sole
responsibility of the Introducing Firm.
X. Xxxxxxxx will maintain appropriate stock inventory records for securities
which are deposited with Schroder in connection with transactions cleared by
Schroder for the Introduced Accounts.
X. Xxxxxxxx will prepare and deliver to the Introducing Firm duplicate
confirmations and statements with respect to transactions cleared for the
Introduced Accounts and daily and monthly computer summaries of all
transactions cleared by Schroder for the Introduced Accounts on the same
schedule as comparable reports are prepared for Schroder's own accounts, or as
mutually agreed.
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X. Xxxxxxxx will comply with all applicable rules and regulations governing the
handling of accounts for employees or officers of member organizations and
self-regulatory organizations including, but not limited to, sending duplicate
confirmations to the proper employer for all transactions executed by or
cleared through Schroder for all Introduced Accounts so identified to Schroder.
X. Xxxxxxxx expressly disclaims any obligation to furnish investment advice to
any Introduced Account. The furnishing of investment advice is to be the
responsibility of the Introducing Firm or any third party investment adviser
who may be employed by the customer.
N. For purposes of the Securities Investor Protection Act and the Securities
and Exchange Commission's financial responsibility rules, Introduced Accounts
are accounts of the Clearing Firm, and not the Introducing Firm.
II. CHARGES.
A. For the services to be performed by Schroder hereunder, the Introducing Firm
agrees to pay the charges listed on Exhibit I attached hereto and made a part
hereof.
B. In the event that the Introducing Firm or any customer of the Introducing
Firm shall direct any securities transactions (other than those referred to
above) to Schroder during the term of this Agreement, Schroder may either, as
mutually agreed, (i) give appropriate recognition thereto by the reduction of
one or more amounts payable by the Introducing Firm to Schroder hereunder or
(ii) provide additional compensation to the Introducing Firm.
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III. OPENING OF ACCOUNTS.
A. At the opening of each Introduced Account, the Introducing Firm shall
furnish Schroder with all customary information concerning its customer which
Schroder requests. At the time of the opening of an Introduced Account,
Schroder shall cause to be delivered to and solicit the return from the
customer, Customers' Agreements on Schroder's forms (or assignments, in form
satisfactory to Schroder, of existing agreements between the customer and the
Introducing Firm) and such other documents as Schroder shall xxxx necessary
with respect to the account. Schroder's failure to receive any of the above
documents required to be executed and returned shall not be deemed a waiver of
the above requirements. Schroder shall also inform the customer of the
existence of this Agreement pursuant to Rule 382(c) of the New York Stock
Exchange. In addition, on Schroder's request, the Introducing Firm shall
furnish Schroder with any other documents, letters and/or agreements which may
be reasonably requested by Schroder in connection with the opening, operating
or maintaining of any Introduced Account.
B. The Introducing Firm and Schroder shall each have the right to reject any
account. Schroder shall have the right, in its sole discretion, to reject any
account accepted by the Introducing Firm which is then referred to Schroder,
and the right to terminate any account previously accepted by it. Any such
action will be discussed in advance with the Introducing Firm. Any account
previously accepted by Schroder may not be terminated by the Introducing Firm
except by written notice to Lewco Securities Corp., 0 Xxxxxxxx, Xxx Xxxx, XX
00000, on a form provided by Lewco Securities Corp. in order to permit the
closing of all open transactions.
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IV. INTEREST.
Schroder will charge interest on debit balances of Introduced
Accounts, whether cash or margin, in accordance with Schroder's cash or margin
account agreement then in use, with Schroder's letter to customers regarding
Credit Charges and Margin Requirements and with Regulation T of the Board of
Governors of the Federal Reserve System and other applicable laws, rules and
regulations. Consistent with the foregoing, the Introduced Accounts shall be
charged interest at such rates as shall be mutually agreed by the parties
hereto. Schroder shall be responsible for compliance with Regulation T of the
Federal Reserve Board and New York Stock Exchange regulation, with respect to
any margin accounts accepted by it.
V. TRANSACTIONS AND MARGIN.
X. Xxxxxxxx will advise the Introducing Firm promptly of initial and maintenance
margin deposits by Introduced Accounts required by law, rule or regulation or in
accordance with Schroder's Margin Account Agreement. The Introducing Firm shall
be responsible for assuring that any initial margin so required is deposited on
or before the settlement date for each margin transaction and that full payment
is made on the settlement date for each cash transaction. In addition, the
Introducing Firm will use its best efforts to assist Schroder in obtaining the
deposit of any maintenance margin so required. The maintenance margin required
by Schroder for the Introduced Accounts shall be the same that Schroder requires
of its own customers. This requirement, which may be changed at any time in
Schroder's sole discretion, shall initially be 35%.
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B. In the event any such deposit is not timely made, Schroder will inform the
Introducing Firm of such situation and discuss with the Introducing Firm
appropriate action; provided, however, that whenever Schroder deems action
appropriate pursuant to the applicable margin agreement, it may, after notice
to the Introducing Firm, exercise any and all rights granted to it under said
margin agreement.
C. The Introducing Firm shall be responsible, and hereby agrees to indemnify
Schroder, for any loss or expense, including interest expense, suffered by
Schroder because of the failure of any Introduced Account, without fault on the
part of Schroder, after prior notice to such Introduced Account and the
Introducing Firm, (i) to pay for securities purchased for its account by
settlement date; (ii) to promptly deliver securities sold or otherwise disposed
of for such account in proper negotiable form; (iii) to deposit by settlement
date sufficient and adequate initial margin in connection with any margin
transactions; or (iv) to promptly deposit sufficient and adequate maintenance
margin upon Schroder's request to the Introducing Firm. The Introducing Firm
agrees to pay promptly any loss or expense as determined by Schroder under this
paragraph V.C., such determination shall be in a manner consistent with that
charged both internal Schroder departments and all other clearing firms.
D. In the event any designated officer of the Introducing Firm requests in
writing that Schroder withhold contemplated actions to "sell out" or "buy in"
on Introduced Accounts for a specified period of time and Schroder complies in
full or in part with such request, the Introducing Firm agrees to reimburse
Schroder promptly for any loss or expenses (including but not limited to
interest on any such loss or expense) sustained by any total or partial
compliance with such request.
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E. Where the Introducing Firm designates the contra broker in any transaction
executed by Schroder on the Introducing Firm's instruction, the Introducing
Firm shall assume the risk of default by the contra broker and shall indemnify
Schroder for any loss or expense including loss or expense resulting from
failure or liquidation of the contra broker which latter loss or expense shall
be shared in the same ratio as commissions are shared hereunder. Schroder shall
similarly indemnify the Introducing Firm if Schroder designates the contra
broker on any transaction it executes.
VI. SUPERVISION.
A. The Introducing Firm shall maintain an organized program of supervision and
compliance, consistent with the rules and regulations of the SEC, the National
Association of Securities Dealers, Inc., if applicable, and any applicable
national securities exchanges. Such program shall include, but not be
necessarily limited to, the following types of procedures:
(i) Inquiry review, verification and approval of all new accounts for
the purpose of establishing the identity, capacity to contract, reputability,
financial condition, credit worthiness, investment objectives and needs of each
prospective client for whom it is proposed to open an Introduced Account (and,
if applicable, essential information concerning his agent).
(ii) Review and approval of the basis for any suitability of all stock,
bond or option recommendations.
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(iii) Establish and implement procedures for the transmission and
execution of orders received by the Introducing Firm and from its customers or
initiated by the Introducing Firm pursuant to discretionary authority or power
of attorney.
(iv) Screen all orders transmitted and all transactions reported by
the Introducing Firm to Schroder prior to execution and all transactions prior
to settlement.
(v) Review of all daily transactions and monthly account statements on
a timely basis.
(vi) Review and approval of all restricted or insider securities
transactions, with prior notification of such transactions to and clearance by
the Compliance Department of Schroder and such other persons as shall, from
time to time, be designated by Schroder.
(vii) Review and approval of all discretionary account trading
authorizations and all discretionary transactions.
(viii) Review and approval of all customer purchases of new and
secondary issues.
(ix) Registration of the Introducing Firm as a broker/dealer and of
its sales personnel in all states in which the Introducing Firm conducts
business and such registration is required.
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B. The Introducing Firm represents that one or more of its officers has been
designated as having supervisory responsibility for all of the Introduced
Accounts and that the Introducing Firm has established, and will implement on a
continuous basis, written supervisory procedures to assure that all
transactions cleared by Schroder for Introduced Accounts are in compliance with
applicable Federal and state securities laws and the rules and regulations of
the NASD and applicable exchanges.
C The Introducing Firm further represents that it is in compliance with the
applicable net capital requirements of the SEC, the NASD, if applicable, and
any applicable securities exchanges and that it will provide to persons
designated by Schroder copies of each Statement of Financial Condition
contained in a Financial and Operational Uniform Single ("FOCUS") Report filed
by the Introducing Firm with the SEC, and any other applicable regulatory
authority simultaneous with the filing thereof.
D. The Introducing Firm shall be responsible, and hereby agrees to indemnify
Schroder, for any loss, liability, damage and expense, including reasonable
fees and expenses of legal counsel, which Schroder may incur or sustain because
of the failure of the Introducing Firm or any of its officers to perform the
supervision provided in this paragraph VI.
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VII. PAYMENT
A. Payment for services hereunder, and reimbursement to the Introducing Firm
for commissions received on its behalf by Schroder shall be made in the
following manner:
(i) On the 15th day of each month (or the next business day if the
15th day is not a business day) the Introducing Firm shall be paid 90% of the
net amount due it hereunder for transactions settled through the end of the
last complete calendar week ending prior to such 15th day:
(ii) On the last business day of each month the Introducing Firm shall
be paid 90% of the net amount due it hereunder for transactions settled through
the end of the last complete calendar week ending prior to such last business
day (less any amounts paid pursuant to paragraph (i) immediately above); and
(iii) On the 15th day of each month (or the next business day if such
15th day is not a business day) the Introducing Firm shall be paid the net
balance due it for all transactions settled through the last business day of
the preceding calendar month and not previously paid to it pursuant to
paragraphs (i) and (ii) immediately above.
X. Xxxxxxxx shall deliver to the Introducing Firm a monthly reconciliation
summarizing the calculation of such amounts on the 15th of each month during
the term hereof.
C. All payments to be made by Schroder to the Introducing Firm hereunder shall
be by funds wired to the bank designated by the Introducing Firm or by a
transfer of funds to one or more accounts of the Introducing Firm at Schroder.
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VIII. ERRORS, CONTROVERSIES AND INDEMNITIES.
A. Errors, misunderstandings or controversies, except those specifically
otherwise covered in this Agreement, with Introduced Accounts which shall arise
out of the acts or omissions of the Introducing Firm or its employees when not
at the direction of Schroder, without fault on the part of Schroder, shall be
the responsibility and liability of the Introducing Firm. In the event, however,
that by reason of such error, misunderstanding or controversy, the Introducing
Firm in its discretion deems it advisable to commence an action or proceeding
against an Introduced Account, the Introducing Firm shall provide prior notice
to Schroder of such commencement and shall indemnify and hold the Clearing Firm
harmless from any loss, liability, damage, cost or expense (including but not
limited to fees and expenses of legal counsel) which the Clearing Firm may incur
or sustain in connection therewith or under any settlement thereof.
B. Errors, misunderstandings or controversies, except those specifically
otherwise covered in this Agreement, with Introduced Accounts which shall arise
out of the acts or omissions of Schroder or its employees when not at the
direction of the Introducing Firm, without fault on the part of the Introducing
Firm, shall be the responsibility and liability of Schroder. In the event,
however, that by reason of such error, misunderstanding or controversy,
Schroder in its discretion deems it advisable to commence an action or
proceeding against an Introduced Account, Schroder shall provide prior notice
to the Introducing Firm of such commencement and shall indemnify and hold the
Introducing Firm harmless from any loss, liability, damage, cost or expense
(including, but not limited, to fees and expenses of legal counsel), which the
Introducing Firm may incur or sustain in connection therewith or under any
settlement thereof.
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Schroder recognizes that it would be desirable to resolve any such errors,
misunderstandings or controversies without litigation, and, if possible, by
negotiation between Schroder and the Introducing Firm. To this end, Schroder
will give the Introducing Firm as much prior notice before commencing an action
or proceeding against an Introduced Account as Schroder deems consistent with
adequate protection of its interests.
C. (i) Schroder shall have the right to take whatever action it deems
necessary to promptly effect a mitigation of damages or mitigation of losses
arising out of a controversy or misunderstanding between Schroder and an
Introduced Account without obtaining the consent of the Introducing Firm,
provided such action shall be without prejudice to the rights of either party
hereunder. Schroder recognizes the Introducing Firm's desire to preclude
Schroder's direct contact with the client with respect to any such action
referred to above, without initially contacting the Introducing Firm whenever
such contact is possible, consistent with Schroder's protection of its
interests.
(ii) If any error, controversy or misunderstanding shall result in the
bringing of an action or proceeding against the Introducing Firm or Schroder by
an Introduced Account, the party against whom such action or proceeding is
brought shall give written notice to the other party to this Agreement if a
claim is intended to be asserted against such other party with respect to any
loss, liability, damage or expense arising out of such action or proceeding,
and such other party shall be entitled to participate in the defense thereof at
its own expense.
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X. Xxxxxxxx and the Introducing Firm each agrees to indemnify the other and
hold the other harmless from and against any loss, liability, damage, cost or
expense (including but not limited to reasonable fees and expenses of legal
counsel) arising out of or resulting from any failure by the indemnifying party
or any of its employees to carry out fully the duties and responsibilities
assigned to the indemnifying party herein or any breach of any representation
or warranty made herein by the indemnifying party.
E. The indemnification provisions of this Agreement, including but not limited
to those in paragraphs V., VI., VIII.A., VIII.B., VIII.C. and VIII.D. above
shall remain operative and in full force and effect, regardless of the
termination of this Agreement, and shall survive any such termination.
IX. CUSTOMER COMPLAINTS.
Each of the Introducing Firm and Schroder shall notify the other of
any complaints and regulatory inquiries received. In the event, however, that
by reason of any such complaint or inquiry, either the Introducing Firm or
Schroder deems it advisable to settle the complaint, the settling party shall
(provided the non-settling party is without fault with respect thereto)
indemnify and hold the other harmless from any loss, liability, damage, cost or
expense (including but not limited to reasonable fees and expenses of legal
counsel) which it may incur or sustain in connection therewith or any
settlement thereof.
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X. REPRESENTATIONS AND WARRANTIES.
A. The Introducing Firm represents and warrants as follows:
(i) The Introducing Firm is in compliance, and during the term of this
Agreement will remain in compliance with (a) the capital requirements of the
SEC, the NASD, if applicable, and all applicable Exchanges and (b) the capital
requirements of every state in which the Introducing Firm is licensed as a
broker/dealer.
(ii) The Introducing Firm will immediately notify Schroder should it
be in violation of the net capital rules and regulations of any regulatory or
self-regulatory organization to whose jurisdiction the Introducing Firm is
subject.
(iii) The Introducing Firm is a member in good standing of the NASD.
The Introducing Firm will promptly notify Schroder of any changes in its
exchange or association memberships or affiliations.
(iv) The Introducing Firm is and during the term of this Agreement
will remain duly registered or licensed and in good standing as a broker/dealer
under all applicable Federal and state laws, rules and regulations as well as
under the constitutions, rules and regulations of all applicable
self-regulatory organizations.
(v) The Introducing Firm shall keep confidential any information it
may acquire as a result of this Agreement regarding the business and affairs of
the Clearing Firm, which requirement shall survive the termination of this
Agreement.
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X. Xxxxxxxx represents and warrants as follows:
(i) Schroder is in compliance, and during the term of this Agreement
will remain in compliance with (a) the capital and financial reporting
requirements of every national securities exchange and national securities
brokers or dealers association of which it is a member, (b) the capital
requirements of the SEC, and (c) the capital requirements of every state in
which it is licensed as a broker/dealer.
(ii) Schroder will immediately notify the Introducing Firm should it
be in violation of the net capital rules and regulations of any regulatory or
self-regulatory organization to whose jurisdiction Schroder is subject.
(iii) Schroder is a member in good standing of the NYSE, the Chicago
Board Options Exchange and the Boston, Midwest and Philadelphia Stock
Exchanges, AMEX, and the NASD. Schroder will promptly notify the Introducing
Firm of any changes in its exchange memberships or affiliations.
(iv) Schroder is and during the term of this Agreement will remain
duly registered or licensed and in good standing as a broker/dealer under all
applicable laws, rules and regulations as well as under the constitutions,
rules and regulations of all applicable self-regulatory organizations.
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(v) The names and addresses of the Introducing Firm's customers which
have or which may come to Schroder's attention in connection with the clearing
and related functions it has assumed under this Agreement are confidential and
shall not be utilized by Schroder except in connection with the functions
performed by Schroder pursuant to this Agreement.
(vi) Schroder shall keep confidential any information it may acquire
as a result of this Agreement regarding the business, affairs and Introduced
Accounts (unless required by legal process) of the Introducing Firm which
requirement shall survive termination of this Agreement, and shall provide to
the Introducing Firm reasonable access to Schroder's records pertaining to the
Introduced Accounts.
XI. TERMINATION - EVENTS OF DEFAULT.
Notwithstanding any provision in the Agreement, the occurrence of any
of the following events shall constitute an Event of Default under this
Agreement:
(1) Either Schroder or the Introducing Firm shall fail to perform or
observe any term, covenant or condition to be performed or observed by it
hereunder and such failure shall continue to be unremedied for a period of
thirty (30) days after written notice from the non-defaulting party to the
defaulting party specifying the failure and demand that the same be remedied;
or
(2) any representation or warranty made by either Schroder or the
Introducing Firm herein shall prove to be incorrect at any time in any material
respect; or
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(3) a receiver, liquidator or trustee of Schroder or the Introducing
Firm or any of the property of either, is appointed by court order and such
order remains in effect for more than 30 days; or Schroder or the Introducing
Firm is adjudicated bankrupt or insolvent; or any of the property of either is
sequestered by court order and such order remains in effect for more than 30
days; or a petition is filed against Schroder or the Introducing Firm under any
bankruptcy, reorganization, arrangement, insolvency, readjustment of debt,
dissolution or liquidation law of any jurisdiction, whether now or hereafter in
effect, and is not dismissed within 30 days after such filing; or
(4) Schroder or the Introducing Firm files a petition in voluntary
bankruptcy or seeking relief under any provision of any bankruptcy,
reorganization, arrangement, insolvency, readjustment of debt, dissolution or
liquidation law of any jurisdiction, whether now or hereafter in effect, or
consents to the filing of any petition against it under any such law; or
(5) Schroder or the Introducing Firm makes an assignment for the
benefit of its creditors, or admits in writing its inability to pay its debts
generally as they become due, or consents to the appointment of a receiver,
trustee or liquidator of Schroder or the Introducing Firm or of all or any part
of its property.
Upon the occurrence of any such Event of Default, the nondefaulting
party may, at its option, by written notice to the defaulting party declare
that this Agreement shall be thereby terminated and such termination shall be
effective as of the date such notice has been received by the defaulting party.
Upon the termination of this Agreement, whether pursuant to this paragraph XI.,
paragraph XIII. hereof or otherwise, Schroder shall cause the Introduced
Accounts to be transferred to the Introducing Firm or its designee.
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XII. REMEDIES CUMULATIVE.
The enumeration herein of specific remedies shall not be exclusive of
any other remedies. Any delay or failure by any party to this Agreement to
exercise any right, power, remedy or privilege herein contained, or now or
hereafter existing under any applicable statute or law, shall not be construed
to be a waiver of such right, power, remedy or privilege or to limit the
exercise of such right, power, remedy or privilege. No single, partial or other
exercise of any such right, power, remedy or privilege shall preclude the
further exercise thereof or the exercise of any other right, power, remedy or
privilege.
XIII. MISCELLANEOUS.
A. This Agreement may be cancelled by either party upon sixty (60) days written
notice. Notice shall be effective only upon receipt. Notice shall be given at
the addresses listed below or such other address as shall be specified in a
written notice delivered in accordance herewith. Notices to Schroder shall be
delivered to Xxxxxxx X. Xxxx and Xxxxxxx X. Xxxxxxx, at the office of Xxxxxxxx
Wertheim & Co. Incorporated, Equitable Center, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX
00000. Notice to the Introducing Firm shall be delivered to:
Xxxx X. Xxxxxx XX
Tejas Securities Group, Inc.
1250 Capital of Xxxxx Xxxxxxx, Xxxxx
Xxxxxxxx Xxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
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B. This Agreement shall be submitted to and effective only upon approval by any
national securities exchange or regulatory or self-regulatory body having
authority to approve this Agreement.
C. Any dispute or controversy between parties to this Agreement relating to or
arising out of this Agreement, including but not limited to matters reserved
for mutual agreement, shall be settled by arbitration in accordance with the
rules then obtaining of (i) the NYSE if NYSE arbitration is available and (ii)
the American Arbitration Association in all other cases. The award of the
arbitrators hereunder shall be final, and judgment upon the award rendered may
be entered in any court having jurisdiction and the parties hereto submit
themselves and their personal representatives to the jurisdiction of any such
court for the purpose of such arbitration and the entering of such judgment.
D. Any assignment of this Agreement shall be subject to the requisite review
and/or approval of any regulatory or self-regulatory agency or body whose review
and/or approval must be obtained prior to the effectiveness and validity of such
assignment. No assignment of this Agreement shall be valid unless the
non-assigning parties consent to such an assignment in writing. Anything herein
to the contrary notwithstanding, Schroder shall have the right unilaterally to
assign this agreement as part of the sale of all or substantially all of the
assets or a majority interest in Schroder.
E. Neither this Agreement nor any operation hereunder is intended to be, shall
not be deemed to be, and shall not be treated as a general or limited
partnership, association or joint venture or agency relationship between the
Introducing Firm and Schroder.
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F. Whenever hereinabove reference is made to services to be rendered by or
rights or indemnification of Schroder, such references shall be deemed to
include Schroder's subsidiary Lewco Securities Corp. which may perform services
contemplated hereby at the direction of Schroder, but the performance of
services by Lewco Securities Corp. shall in no way affect Schroder's
obligations to the Introducing Firm hereunder and, for the purposes of this
Agreement, any services performed by Lewco Securities Corp. shall be deemed to
have been performed by Schroder.
G. The construction and effect of every provision of this Agreement, the rights
of the parties hereunder and any questions arising out of the Agreement shall
be subject to the statutory and common law of the State of New York.
H. The headings preceding the text and paragraphs hereof have been inserted for
convenience and reference only and shall not be construed to affect the
meaning, construction or effect of this Agreement.
I. If any provision or condition of this Agreement shall be held to be invalid
or unenforceable by any court, or regulatory or self-regulatory agency or body,
such invalidity or unenforceability shall attach only to such provision or
condition. The validity of the remaining provisions and conditions shall not be
affected thereby and this Agreement shall be carried out as if any such invalid
or unenforceable provision or condition were not contained herein.
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X. Xxxxxxxx will make available money market funds or other investment vehicles
as mutually agreed, for investment of credit balances of the Introduced
Accounts, and, with regard to money market funds, will provide automatic
features for the investment of cash and the liquidation of shares of such funds
to pay for purchases of other securities. These features will be made available
for other investment vehicles to the extent legally permissible.
X. Xxxxxxxx will reserve the right to pass along to the Introducing Firm
applicable costs associated with a deconversion.
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Made and executed at New York, New York on the date first hereinabove set forth.
XXXXXXXX XXXXXXXX & CO. INCORPORATED
BY: /s/ XXXXXXX X. XXXX
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Xxxxxxx X. Xxxx
Managing Director
AGREED & ACCEPTED:
TEJAS SECURITIES GROUP, INC.
BY: /s/ XXXX X. XXXXXX XX
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Xxxx X. Xxxxxx XX
President
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