Exhibit 10.3
FULLY DISCLOSED CLEARING AGREEMENT
This Fully Disclosed Clearing Agreement between RPR Clearing Services
("RPRCS"), a division of Xxxxxxxx Xxxxxx Refsnes, Inc. ("RPR"), a Delaware
corporation, with its principal place of business at 000 Xxxxx, Xxxxx 000,
Xx. Xxxxx, Xxxxxxxx, and the party signing below with its principal place of
business, and form of organization as set below ("Correspondent").
1. Agreement
1.1
Pursuant to this Agreement, RPRCS will i) receive from the Correspondent
and cause to be executed orders to buy and sell Securities for the
accounts of Correspondent or its customers (the "Accounts"); ii) clear
and settle Trades by causing the Securities sold and delivered to,
borrowed by or held by RPRCS to be delivered to buyer against payment of
the purchase price, and, where funds are on hand for the account of, or
credit may be extended to, the buyer, as more fully provided for herein,
receive Securities purchased and pay the purchase price therefore; iii)
collect for Correspondent the fees, commissions and other charges, as set
by Correspondent, paid by Customers and other income collected for
Correspondent and hold the same in an account therefore (the "Payment
Account"); and iv) extend credit to, and finance Account Debits of,
Customers pursuant to Applicable Rules and RPRCS's Credit Policies. In
utilizing and performing the aforesaid services (the "Services"),
Correspondent and RPRCS shall do so in accordance with RPRCS's Procedures
and Applicable Rules.
1.2
Correspondent will utilize the clearance services for the clearance of
Trades. Notwithstanding the foregoing, RPRCS may refuse to execute, clear
or settle any Trade, to carry or continue to carry any Account, or to
finance or continue to finance any Account Debit and may liquidate any
and all Trades for an Account and collateral for Account Debits if: i)
Correspondent requests; ii) the Customer dies, becomes incapacitated,
becomes bankrupt, insolvent or fails to honor its obligations timely;
iii) to do otherwise would violate an Applicable Rule or RPRCS's Credit
Policy; or iv) RPRCS, in its sole discretion, determines to do so.
1.3
As used herein: i) Trades means purchases or sales of Securities; ii)
Account Debits are debits and charges to an Account, whether arising out
of a Trade, an extension of credit or financial accommodation or
otherwise; iii) Applicable Rules are the laws, rules and regulations and
interpretations thereof of the Federal and all applicable state
governments and regulatory bodies and the rules, constitutions and
by-laws of all Self
Regulatory Organizations and the customs and usages of the exchange or
market where a Trade is effected and the Clearing House for such market
to the extent any of the aforesaid are applicable to the party referred
to in the context of this Agreement; iv) Customers means the legal and
beneficial owners of Accounts and may include Correspondent; and v)
Credit Policies are the standards established by RPRCS, from time to
time, on the basis of which RPRCS will extend or maintain credit for a
party and are as set forth in the RPRCS Procedures. With respect to
RPRCS's Procedures and Credit Policies, RPRCS may, from time to time,
change, add to or delete said Procedures or Credit Policies. All other
capitalized terms are as defined in this Agreement, and in the absence
thereof shall have the meaning set forth in the Securities Exchange Act
of 1934 and the rules adopted thereunder.
2. Functions and Obligations of RPRCS
2.1
As part of the Services, RPRCS will issue confirmations and periodic
statements of account directly to Customers on RPRCS's forms indicating
that the Account is serviced by RPRCS, courtesy of Correspondent, and
shall send Correspondent copies of such confirmations, statements and all
other written communications sent to or received from or for a Customer
or Account. However, if RPRCS arranges for or provides Correspondent
facilities and access to data for the preparation and transmission of
confirmations and statements of account, Correspondent shall promptly
issue confirmations for each Trade and timely issue periodic statements
of account in accordance with Applicable Rules.
2.2
RPRCS has furnished Correspondent forms of agreements and information
statements for Accounts which, if completed, will provide RPRCS the
agreements and information necessary for the Services. Correspondent will
use such agreements and statements or such other agreements and
statements as RPRCS approves in writing. It is Correspondent's obligation
to obtain and supply RPRCS with such executed documents, data and other
information and to update such data and documents when necessary in such
form or format, to establish and maintain an Account. Until the foregoing
is accomplished, no Account will be deemed established, no Account Debits
will be allowed or Trades placed by Correspondent, provided, however,
that RPRCS may, on Correspondent's specific request, accept and process
Trades for an Account, pending completion of the documentation, as Trades
for a Cash Account.
2.3
RPRCS will prepare and maintain books and records with respect to the
Accounts and trades required by Applicable Rules. To the extent
information in these books and
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records is supplied by Correspondent, Correspondent is responsible for
the completeness, accuracy, timeliness and sufficiency thereof.
2.4
RPRCS will receive, hold and deliver cash and securities to, from or for
the Accounts pursuant to instructions from Correspondent or in
performance of the Services, provided, however, that RPRCS shall not be
responsible for any Securities until received by, or any cash until
collected by RPRCS, and further provided that RPRCS need not accept any
instruction which is contrary to or would violate Applicable Rules,
RPRCS's Credit Policies and Procedures or this Agreement. To the extent
Customers' funds and securities are held by RPRCS, RPRCS shall be
responsible for the safeguarding thereof, collecting and disbursing
dividends and interest thereon, processing Customers' directions
regarding the exercise of proxies, exchange and tender offers and rights
and warrant offerings and redemptions with respect thereto, and
processing directions to transfer Accounts. Except for instructions to
transfer an Account to another broker, RPRCS need not accept any order or
direction with respect to an Account or Trade from or for a Customer,
other than from Correspondent, and Correspondent shall promptly direct
RPRCS to implement any proper order or direction Correspondent receives
from Customer.
2.5
In performing the Services, RPRCS may use the services of banks, trust
companies, clearing corporations, automated clearing houses, SEC
registered Clearing Agencies, the Federal Reserve book entry system and
wire transfer system, courier and armored car services, and the U.S.
Postal Service. In causing Trades to be executed, RPRCS may use other
brokers, dealers, and automated order execution systems offered by
various Self Regulatory Organizations. In performing the recordkeeping,
accounting, confirmation and statement preparation and other Services,
RPRCS may use services and facilities, including computers, programs and
telecommunications, provided by third parties (the "Vendors"). RPRCS
shall have no liability for the failure to perform, errors or omissions
in performance or delay in, inadequacy or insufficiency of performance of
such other entities unless RPRCS shall have been negligent in choosing
such third parties to provide such services and facilities.
2.6
RPRCS may identify to Correspondent one or more of the Vendors.
Correspondent will contract with such Vendor(s) as RPRCS reasonably
designates for such services as RPRCS designates so as to enable
Correspondent and RPRCS to perform hereunder, provided, however, that if
permitted by RPRCS, Correspondent may contract with a party other than
Vendor for such services.
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3. Fees
3.1
Correspondent shall pay RPRCS the fees set forth in the Fee Schedule
attached hereto. RPRCS may deduct such fees and all other sums
Correspondent owes it from the Payment Account, the Deposit Account or
any other money and property of Correspondent held by or in the
possession or control of RPRCS. After making the aforementioned
deductions, RPRCS will each month pay Correspondent the balance in the
Payment Account. RPRCS may at anytime i) on 90 days notice effective no
sooner than one year from the date hereof, increase the fees in the Fee
Schedule, and ii) add new or expanded services and set the price thereof,
as an amendment to the Fee Schedule, on notice to Correspondent.
Correspondent will reimburse RPRCS's expenses at cost subject to a
maximum of $5,000.00 to convert the Accounts to any other party at the
termination of this Agreement other than a termination by RPRCS without
cause.
3.2
As additional consideration for performing the Services, RPRCS shall
retain the benefit, if any, of utilizing the funds and Securities in the
Accounts and of carrying Account Debits. RPRCS shall be responsible for
compliance with Applicable Rules regarding extension and maintenance of
credit and financing of Account Debits, the payment and charging of
interest and the hypothecation and lending of Securities. RPRCS shall
bear the costs to finance Account Debits and to effect stock borrows.
4. Functions and Obligations of Correspondent
4.1
Correspondent will obtain, verify and retain proper and customary
documentation which is current, correct and appropriate for each Account,
and will supply RPRCS with such as is necessary for RPRCS to perform the
Services. Correspondent will give all Customers notices, disclosure
documents and Prospectuses required under Applicable Rules, provided,
however, that the notices required by New York Stock Exchange Rule 382
and Securities Exchange Act Rule 10b-16 and any other document referring
to RPRCS shall be only as approved by RPRCS. No Account may be opened or
Trade accepted until the Account has been approved in writing by a
principal of Correspondent with options Accounts to be approved by a
Registered Options Principal employed by Correspondent.
4.2
Correspondent will learn the essential facts relative to each Customer,
every order, every Trade, every Cash or Margin Account and every person
holding power of
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attorney over any Account. Correspondent will establish and maintain
compliance and supervisory procedures adequate to assure compliance by
Correspondent, its agents, servants and employees with all Applicable
Rules and this Agreement and will not act or omit to act so as to cause
RPRCS to violate Applicable Rules or this Agreement. Correspondent's
compliance and supervisory procedures shall include, among other things:
opening, approving and monitoring Accounts, including checking for
suitability and appropriate trading; review and supervision of orders,
Trades, instructions and Accounts, including assuring that all orders,
Trades and instructions received from Customers have been executed and
are as ordered by the Customer; the furnishing of investment advice and
recommendations; handling and supervision of discretionary accounts;
handling of Accounts for employees or officers of a) Self Regulatory
Organizations of which either RPR or Correspondent are members or b)
member firms thereof or c) other financial institutions; compliance with
restricted/ control stock requirement; and the securing and transmission,
as directed by RPRCS, of orders for execution in form and format
satisfactory to RPRCS.
4.3
Correspondent assures RPRCS that: i) Customers who effect transactions in
Margin Accounts or have or establish Account Debits will timely deliver
initial margin and maintenance margin and timely pay Account Debits and
interest and other charges incurred; and ii) Customers who effect
transactions in Cash Accounts will timely deliver the purchase price or
Securities sold in readily negotiable form. Correspondent will promptly
deliver to RPRCS all funds and Securities received from or for Customers
and will follow the procedures established by RPRCS for transmitting
funds, Securities and information to RPRCS regarding Customers, Accounts,
Trades, orders and Securities. Correspondent will promptly transmit to
Customers requests for initial and maintenance margin, and funds or
Securities to settle Trades or pay Account Debits. If a Customer fails
timely to make such deposits, deliveries, or payments, Correspondent will
effect a "buy-in" or "sell-out" of the Trade or Account or liquidate an
Account Debit. Notwithstanding the foregoing, RPRCS, in its sole
discretion, may "buy-in" or "sell-out" any Trade or Account or liquidate
an Account Debit. It is Correspondent's obligation that Customers
promptly pay any deficiency resulting from any "buy-in" or "sell-out" or
liquidation. Correspondent may request RPRCS to alter or waive compliance
with any one or more provisions of its Procedures as regards one or more
Accounts or one or more Trades and by so requesting, undertakes to
reimburse, indemnify and hold harmless RPRCS by reason of such request(s)
and accommodation by RPRCS.
4.4
Correspondent shall obtain and maintain the necessary documents,
information, systems and interfaces with RPRCS's systems in order to
perform its duties hereunder. Correspondent assures RPRCS that: i) all
Accounts opened, orders placed, Trades effected, credit obtained, Account
Debits established or maintained are
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duly and validly authorized, legally binding upon and enforceable
according to their terms against the Customer; ii) all securities
delivered by a Customer or Correspondent to RPRCS are genuine, will be in
good delivery form, free of liens, claims and encumbrances and have not
been reported as lost, missing or stolen; iii) all documents delivered to
RPRCS will be genuine and duly executed by the parties named therein.
4.5
Correspondent shall handle and resolve between itself and Customer all
complaints and inquiries from Customers. RPRCS shall reasonably cooperate
with Correspondent by providing such information and copies of documents
and records as are reasonably necessary for Correspondent to respond to
such inquiries and complaints.
5. Representations and Warranties
Correspondent and RPR each make the following and continuing
representations and warranties to the other:
a) It is duly organized and in good standing under the laws of the
jurisdiction pursuant to which it was formed and is qualified to do
business in each state in which it does business and is required to
qualify;
b) it has the requisite power and authority to enter into, execute and
perform under this Agreement and when so executed and delivered to the
other party this Agreement constitutes a legal, valid and binding
obligation upon it;
c) it and its employees, when so required, are registered as a broker,
dealer or agent under the applicable state "blue sky" laws and the
Securities Exchange Act of 1934 and is a member in good standing of
every Self Regulatory Organization of which it is a member or
participant;
d) it, its officers, directors, agents, employees and servants are in
compliance with all Applicable Rules and there is no claim, action,
proceeding, arbitration, investigation or inquiry pending or
threatened before any federal, state, municipal, foreign or other
court or governmental or administrative body or agency or Self
Regulatory Organization or private arbitration tribunal alleging a
violation of an Applicable Rule seeking damages in excess of 5% of the
party's net worth nor is there any basis for any such claim, action,
suit, proceeding, arbitration, investigation or inquiry; and
e) each party in acting hereunder may rely upon and follow the oral or
written instructions of the officers, agents, employees and servants
of the other party provided, however, that with respect to
Correspondent such officers, agents,
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employees and servants shall have been identified by Correspondent to
RPRCS in writing from time to time.
6. Information and Cooperation
6.1
Each party shall promptly furnish to the other, as soon as it is
available, copies of the audited annual financial statement and such
other financial statements as it is required to send to Customers under
Applicable Rules. Correspondent shall promptly furnish RPRCS its
unaudited quarterly financial statement (Focus Report if it is a
broker-dealer), copies of all other documents or reports on the results
of its operations and financial conditions as it publicly disseminates,
and such interim and additional financial information as RPRCS may, from
time to time, request.
6.2
Promptly after Correspondent knows or has reason to believe that it is or
will be the subject of or named in any claim, action, suit, proceeding,
arbitration, investigation or inquiry before any federal, state,
municipal, foreign or other court, or governmental or administrative body
or agency or Self Regulatory Organization or private arbitration tribunal
alleging violation of Applicable Rules or seeking damages in excess of
$10,000 which are not otherwise covered by insurance and the defense of
which or liability therefor has not been assumed or acknowledged by its
insurers, Correspondent will furnish RPRCS a statement setting forth the
material facts and circumstances with respect thereto.
6.3
Each party shall cooperate fully with the other so as to aid each other
in complying with Applicable Rules, and will make available to the other,
its attorneys, accountants and authorized agents such documents, books
and records as may be necessary to comply with Applicable Rules or to
defend against a charge alleging, or investigation into whether there has
been, a violation of Applicable Rule.
6.4
Correspondent shall not advertise, publicly refer to or hold out this
Agreement the services provided hereunder or the existence of any
relationship with RPRCS without RPRCS's prior written consent as to each
such advertisement, reference or holding out. Correspondent shall not
make this Agreement or its fee schedule(s) available to any third party
except for a Self Regulatory Organization.
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6.5
Each party shall use its best efforts to prevent unauthorized access to,
disclosure of, and will keep confidential, any information it receives
pursuant to or in connection with this Agreement which is private or
confidential to the other party and is not otherwise publicly available.
This shall not preclude disclosing information to persons where such is
required for a party's performance hereunder. Neither party shall be
prohibited from disclosing information pursuant to a subpoena, search
warrant, summons or request of a governmental agency or Self Regulatory
Organization, provided it first gives notice thereof to the other party.
7. Indemnity
7.1
Each party shall indemnify and hold harmless the other, and its
controlling persons, officers, directors, agents, servants and employees
(the "Indemnified Party") from and against costs, losses, claims,
liabilities, fines, penalties, damages and expenses (including reasonable
attorneys' and accountants' fees) ("Claims") arising out of or resulting
from any actual or alleged breach by the indemnifying party of this
Agreement or its failure or omission fully to carry out its duties or
obligations hereunder, including Correspondent's obligations under
paragraph 4 and RPRCS's obligations under paragraph 2.
7.2
The Indemnified Party shall give prompt notice of a Claim (the "Notice of
Claim") to the indemnifying party and, when known, the facts forming the
basis for such Claim, and the indemnifying party shall promptly pay such
claim. If a Claim involves any claim or demand by third party, the
indemnifying party shall be entitled (without prejudice to the right of
any Indemnified Party to participate at its own expense through counsel
of its own choosing) to defend or prosecute such Claim at its expense and
through counsel of its own choosing, if it gives written notice to the
Indemnified Party within 5 days after the Notice of Claim is given. If
the indemnifying party has assumed the defense of a Claim, the
Indemnified Party shall not settle or compromise such Claim without the
prior written consent of the indemnifying party, which consent shall not
be unreasonably withheld, provided, that an Indemnified Party may settle
or compromise any Claim without such consent if the Indemnified Party
does not seek indemnification therefor.
7.3
The indemnifying party shall promptly pay the expense of an Indemnified
Party on a continuing basis in defending against a Claim. All such proper
expenses not paid within 30 days after an invoice is rendered therefore
shall bear interest at a rate equal
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to one hundred and twenty-five percent (125%) of the interest rate
charged for an Account Debit.
7.4
Unless specifically provided otherwise in this Agreement, neither party
shall be responsible or liable for any Claim or damages of a third party,
including a Customer, arising out of or caused, directly or indirectly,
by its failure to perform or delay in performance of any obligations
under this Agreement to the extent such failure or delay is caused by
circumstances beyond that party's reasonable control, including, without
limitation: acts of God; interruption, delay in, loss (partial or
complete) of computer (hardware or software), public utility or
telecommunication service; act of civil or military authority; sabotage;
natural emergency; epidemic; war; government action; civil disturbance;
explosion; flood; earthquake; fire; or other catastrophe; strike or other
labor disturbance; government or Self Regulatory Organization order, rule
or regulation; riot; energy or natural resource difficulty or shortage;
and inability to obtain materials, equipment, or transportation; provided
however, that upon the occurrence of any of these events, the party
excused from liability or responsibility shall use reasonable efforts to
remedy or otherwise overcome such event.
8. Deposit Account: Payment Account
8.1
Upon execution hereof, RPRCS shall establish on its books an account for,
and in the name of, Correspondent entitled Clearing Deposit Account
("Deposit Account"). RPRCS shall not be obligated to perform or to
continue to perform any of the Services at any time that the aggregate of
the cash and the fair market value, as determined by RPRCS in the sole
exercise of its discretion, of Securities which are a) direct obligations
of, or guaranteed as to timely payment of principal and interest by, the
United States, b) acceptable to RPRCS and c) registered in RPRCS's name
or otherwise in form for good delivery, is less than the amount set forth
at the foot of this Agreement as the Minimum Balance. Promptly upon being
so notified by RPRCS, Correspondent shall deposit additional cash
or Securities of the type described above so that the balance in the
Deposit Account at least equals the Minimum Balance. On notice to
Correspondent, given 10 business days in advance, RPRCS may increase or
decrease the Minimum Balance up to an amount equal to the aggregate of
all Claims plus ten percent of all Account Debits plus all sums owed to
RPRCS by Correspondent.
8.2
The Deposit Account is not part of RPRCS's capital, does not constitute a
partnership or equity interest in RPRCS, will not be subordinated to the
claims of RPRCS's creditors and shall not be deemed to be margin for any
Account, unless specifically
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agreed to in writing by both RPRCS and Correspondent. RPRCS may use the
funds and Securities in the Deposit Account in the course of RPRCS's
business and shall not be obligated to pay Correspondent any fee or
interest received on or derived from such use, except for interest
payable on the Securities therein, and interest on the cash balances at
the rate set forth in the Fee Schedule.
8.3
For any claim RPRCS may have, from time to time, against Correspondent
and for any claim RPRCS may have against any Account or Customer, RPRCS
shall have a continuing security interest, general lien and right of
setoff with respect to and Correspondent pledges to RPRCS:
a) the Deposit Account, the Payment Account and the relevant Accounts;
and b) all the monies, Securities and other property belonging to the
Correspondent in the possession or control of Correspondent or a
financial intermediary for the account of Correspondent and authorizes
RPRCS to perfect such security interest by giving notice thereof to such
financial intermediary. If RPRCS shall have a claim against Correspondent
(including Claims) or against an Account or Customer which has not been
promptly paid after RPRCS demands payment thereof, RPRCS shall have the
right, at any time, to withdraw the amount thereof, including liquidating
Securities and property to raise such sums, from the Accounts and other
property in the following order: i) the relevant Account, ii) the Payment
Account; iii) the Deposit Account and iv) other Securities and property
held by RPRCS for the Account, Customer or Correspondent. RPRCS shall
promptly notify Correspondent of any such liquidations and withdrawals.
8.4
Promptly upon termination or expiration of this Agreement, RPRCS shall
deliver to Correspondent the contents of the Deposit Account, less any
withdrawals made pursuant to this Agreement. In addition, RPRCS may
withhold such amounts from any Account, including the Payment Account and
Deposit Account, as RPRCS deems appropriate with respect to any open
items or pending or anticipated claims or proceedings regarding such
Account, Customer or Correspondent until the final resolution thereof.
9. Termination
9.1
Either party may terminate this Agreement by written notice given to the
other party:
a) as of a date not less than 90 days from the date of the notice and
effective no sooner than one year from the date hereof provided, however,
that if Correspondent
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terminates prior to one year from the date hereof, Correspondent shall pay,
as liquidated damages, an amount equal to 12 less the number of completed
months in which the Services have been performed multiplied by the Minimum
Fee listed in the Fee Schedule or, if no Minimum Fee is listed, the sum of
all Fees for Services due, owing or paid divided by the number of completed
calendar months covered by such Fees, and further provided Correspondent
may terminate by notice not less than 60 days before the date an increase
in fees is effected by RPRCS pursuant to 3.1 hereof; or
b) as of a date not less than 5 business days after notice if the other
party shall materially fail to perform or observe any provision of this
Agreement applicable to it, whether or not such party is responsible or
liable for any loss resulting from such failure to perform, and such
failure shall continue unremedied for a period of 30 days after written
notice is given by the non-defaulting party specifying the failure and
demanding that it be remedied; or
c) effective immediately if the other party or any parent, affiliate or
subsidiary shall: i) become or be declared insolvent; ii) voluntarily
file, or be the subject of, a petition commencing a case under any
chapter of Title 11 of the United States Code; iii) make a general
assignment for the benefit of its creditors; iv) admit in writing its
inability to pay its debts as they mature; v) sell or enter into
negotiations to sell substantially all of its assets; vi) file an
application for, or consent to, the appointment of or there is appointed
any receiver, or a permanent or interim trustee of that party or any of
its subsidiaries, as the case may be, or of all or any portion of its
property, including, without limitation, the appointment or authorization
of a trustee, receiver or agent under applicable law or under a contract
to take charge of its property for the purpose of enforcing a lien
against such property or for the purpose of general administration of
such property for the benefit of its creditors; vii) file a petition
seeking a reorganization of its financial affairs or to take advantage of
any bankruptcy, reorganization, insolvency, readjustment of debt,
dissolution or liquidation law or statute, or file an answer admitting
the material allegations of a petition filed against it in any proceeding
under any such law or statute, or viii) take any corporate action for the
purpose of effecting any of the foregoing; or
d) effective immediately if any statement, representation or warranty
made herein or in any document provided in connection with this Agreement
shall be, or have been at the time made, false or misleading in any
material respect.
9.2
RPRCS may terminate this Agreement on notice to Correspondent if, at
anytime, RPRCS, in its sole discretion, determines that: i) there has
been a material adverse change in the financial condition or results of
operations of Correspondent; ii) as a result of event(s) or
circumstance(s) there has been a material adverse change in the
creditworthiness of Correspondent; or iii) it has or may have Claim(s)
arising out of
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Correspondent's breach of its obligations hereunder, including those
under paragraphs 3 and 4 hereof, in excess of ninety percent (90%) of the
balances in the Payment Account and the deposit Account.
9.3
Notwithstanding the termination of this Agreement, the rights and
obligations of the parties set forth in paragraph 7 hereof shall continue
and survive any termination.
10. General Provisions
10.1
This Agreement shall be governed by, interpreted under and enforced in
accordance with the laws of the State of New York applicable to contracts
made and to be performed within the State of New York.
10.2
To the extent that any provision herein is inconsistent with or in
violation of an Applicable Rule, that provision shall be deemed deleted
as a part of this Agreement and shall not otherwise affect any other
provision of this Agreement. The parties shall use their best efforts to
agree upon a valid and enforceable provision which shall be a reasonable
substitute for such deleted provision in light of the tenor of this
Agreement. Any provision of this Agreement that is invalid or
unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining provisions of this
Agreement or affecting the validity or enforceability of that provision
in any other jurisdiction.
10.3
Notices hereunder, other than in connection with the performance of the
Services which may be given orally, shall be in writing delivered to the
party at the address set forth herein or such other address as each shall
designate to the other and shall be deemed given when received but may be
given orally if confirmed in a writing which is promptly delivered.
10.4
Without the prior written consent of the other party, neither party may
transfer its rights or duties hereunder, except to one succeeding to its
business by operation of law.
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10.5
This agreement represents the entire agreement among the parties hereto,
supersedes all prior agreements and understandings with respect to the
subject matter hereof, and may be modified or breach waived only in
writing by an instrument signed by the party against which such amendment
or waiver is sought to be enforced. The waiver or failure to act by a
party with respect to the breach by the other party of any provision of
this Agreement shall not constitute a waiver of any subsequent breaches
of that or any other provision of this Agreement, or an amendment of this
Agreement.
10.6
The headings contained in this Agreement are for convenience only and
shall not be deemed to be a part of this Agreement or affect the meaning
or interpretation of this Agreement or any provision hereof.
10.7
This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original and all of which together shall constitute
one and the same agreement.
10.8
The imposition or allocation of any burden or duty on or to one or the
other party by this Agreement does not and is not intended to, impose or
create any burden, duty or right in favor of or for the benefit of any
person or entity not a party to this Agreement.
IN WITNESS WHEREOF the parties have executed this Agreement in St. Louis,
Missouri, as of the date set forth below.
RPR CLEARING SERVICES
By: /S/ XXXX X. XXXXXX
------------------------------------
Xxxx X. Xxxxxx, President
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THE XXXXXXX COMPANY
By: /S/ XXXXXX X. XXXXXXX, XX.
------------------------------------
Xxxxxx X. Xxxxxxx, Xx., President
Address: Xxx Xxxxxxx Xxxxx, Xxxxx 0000
Xxxxxxxxx, Xxxxxxxx 00000
a x corporation __limited partnership __partnership
State of Organization: Maryland
Minimum Balance: $35,000.00
Dated : 1-22-91
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I. Clearance Fees
A. Equities $21.00 per ticket
B. Options $18.00 per ticket
C. Principal Equities
1. Customer $22.00 per ticket
2. Firm
a. Executed Through RPR No Charge
b. Executed Away, give-up RPR
1. NSCC/DTC Eligible $12.50 per ticket
2. Physical $25.00 per ticket
D. Principal Bonds
1. Customer $25.00 per ticket
2. Firm
a. Executed through RPR Desk No Charge
b. Executed away, give-up RPR $25.00 per ticket
E. Syndicate
1. Customer $22.00 per ticket
2. Pick-up/Dealer Ticket $25.00
F. Mutual Funds
1. Fund Serve Trade $20.00 per ticket
2. Non-Fund Serve Trade $25.00 per ticket
G. Volume Discounts
1. Clearance charges will be discounted for the first three
months Broker transacts its business through RPR Clearing.
a. First Month 35%
b. Second Month 25%
c. Third Month 10%
15
2. Once Broker has gone beyond the first six months of transacting
its business through RPR Clearing, RPR agrees to the following
customer ticket discounts based on total monthly customer ticket
volume. The total number of customer tickets determines the
discount on the total of the clearance charges.
a. Less than 750 tickets per month No Discount
b. 750 to 999 tickets per month 3%
c. 1,000 to 1,999 tickets per month 5%
d. 2,000 tickets per month and above 7.5%
II. Execution Fees
A. Listed Equities
1. Machine Market Orders
a. From 1 to 2,099 shares $2.00 flat
b. 2,100 and above .01 per share
2. Voice and Limit Orders .01 per share
B. OTC Away. If you would do your OTC agency trades through another
broker and give-up RPR for clearance, we would charge $5.00 per ticket.
C. Agency Corporate Bond $1.00 per bond
$3.00 minimum,
$15.00 maximum
D. Options
Price Charge per Contract
1. 1/16--7/16 .75
2. 1/2--15/16 1.00
3. 1--3 15/16 1.50
4. 4--7 15/16 2.00
5. 8--13 15/16 2.50
6. 14 and up 3.00
III. Miscellaneous Fees
A. Extensions $10.00
B. Mailgrams $10.00
C. Bank Wire Customer Funds $10.00
16
D. Returned Check $25.00
E. Accommodation Transfer $20.00
F. Legal Deposit $10.00
G. Legal Transfer $15.00
H. Physical Reorganization Item $30.00
I. Non Physical Reorganization Item $10.00
J. Rule 144 Item $25.00
K. Cancel & Rebill $ l5.00
L. Transfer Agent Fees At Cost
X. Xxxx Transfer At Cost
N. Registered Mail At Cost
O. Forms At Cost
P. Postage will be charged to client on confirmation at $1.75 per
transaction. Broker will be credited with $.50 per ticket if
confirmations are printed and mailed from their office. Postage is
not charged on institutional DVP/RVP transactions.
IV. Interest
A. Margin Debits
1. RPR will charge interest on Broker's customer margin debit balances
to Broker's customers' margin accounts using RPR schedule.
2. RPR will charge Broker the broker call rate plus 1/2% for all of
Broker's customers' debit balances on a daily basis.
3. RPR will credit Broker with the interest we charge on Broker's
customer accounts and deduct the RPR charge.
B. Customer free credits. RPR will credit Broker 25 basis points for all
of Broker's customer free credit balances.
C. Money market fund rebate. RPR will credit Broker with 50% of the money
market rebate received by RPR on all Broker's customer money market
fund balances.
V. Monthly Minimum of Combined Clearance and Executions $1,000.00
17
AMENDMENT TO FULLY DISCLOSED CLEARING AGREEMENT
This amendment (the "Amendment") to the agreement (the "Existing Agreement")
between RPR Clearing Services ("RPRCS"), a division of Xxxxxxxx Xxxxxx Refsnes,
Inc., a Delaware corporation ("Xxxxxxxx"), its affiliate, Regional Operations
Group, Inc., a Minnesota corporation ("ROG"), and the party signing below
("Correspondent"), is made as of the date set forth below. Except as otherwise
specified in this Amendment, defined terms used herein have the meanings set
forth in the Existing Agreement. The Existing Agreement, as modified to reflect
the additions, deletions and changes contained in this Amendment, is referred to
herein as the "Agreement."
1. RECITALS. The second paragraph contained under the heading "Recitals" in the
Existing Agreement is hereby amended to read as follows:
"WHEREAS, the Clearing Firms have established certain procedures with
respect to the offer, use and performance of the Services (the
"Procedures"), have adopted standards for the extension of Margin (the
"Credit Policies") and have allocated between themselves the functions to be
performed and Services to be provided by each of RPRCS and ROG (as set forth
in Section 1 below); "
2. SERVICES TO BE PERFORMED BY THE CLEARING FIRMS. Section 1 of the Existing
Agreement is hereby amended as follows:
a. ALLOCATION OF FUNCTIONS BETWEEN RPRCS AND ROG. The lead-in and Sections
1.1 through 1.7 of the Existing Agreement are hereby amended to read as
follows:
SECTION 1. SERVICES TO BE PERFORMED BY THE CLEARING FIRMS
The Clearing Firms, acting as the Correspondent's agents, shall perform the
following Services with respect to the Accounts opened by Correspondent and
introduced to ROG through the courtesy of RPRCS in accordance with Section
2.1 below:
1.1 FUNCTIONS AND OBLIGATIONS OF RPRCS. RPRCS shall perform the
following functions and provide the following Services to the Accounts
introduced to ROG by the Correspondent through the courtesy of RPRCS:
(a) OPENING OF ACCOUNTS. RPRCS will forward to ROG promptly upon
receipt from the Correspondent in accordance with Section 2.1 below
the basic information required in order for ROG to establish an
account (the name, address, tax identification number, standing
instructions, representative number and such other information as ROG
may deem necessary to perform the services in accordance with the
Applicable Rules and
the Procedures), and will deliver to ROG copies of such documents and
agreements as may be requested by ROG in order to perform its
Services in accordance with the Applicable Rules and the Procedures.
Upon receipt of information from a Correspondent changing or
correcting any information with respect to the Account, RPRCS will
either enter such changed or corrected information directly into the
computer system established and maintained by ROG or forward such
information (along with any additional or revised documents or
agreements) to ROG in order to enable it to make such change or
correction.
(b) EXECUTION OF TRADES. In accordance with orders and instructions
from the Correspondent pursuant to Section 2.2 below, and except as
otherwise agreed pursuant to such section, RPRCS shall execute all
Trades within the Accounts and forward such orders and instructions
with respect to such Trades to ROG for clearing and settlement. In
accordance with Section 2.5 below, RPRCS shall receive from
Correspondent or directly from Customer any securities sold and will
deliver such securities overnight to ROG for delivery to the buyer
against payment of the purchase price therefor and shall receive from
Correspondent or directly from Customer and promptly deposit in local
ROG bank accounts established for the benefit of RPRCS all funds and
checks for transactions in the Account.
(c) CONFIRMATIONS AND STATEMENTS. Except as may otherwise be agreed
pursuant to Section 2.2 below, RPRCS shall generate and mail directly
to Customers in accordance with instructions received and accepted
from Correspondent confirmations with respect to all Trades in an
Account. In addition, RPRCS shall prepare using information provided
by ROG and shall mail directly to Customers in accordance with
instructions received and accepted from the Correspondent periodic
statements in accordance with the Applicable Rules. RPRCS shall
provide copies to the Correspondent of all confirmations and
statements prepared or sent by it and any other written
communications sent or received from the Customer. All confirmations
and statements prepared and mailed pursuant to this Agreement shall
indicate that the Account is carried and Trades are cleared and
settled by ROG through the courtesy of RPRCS, a division of Xxxxxxxx.
Each statement shall contain the name and telephone number of the
Customer Service Department at RPRCS that Customers can contact with
questions regarding the Account and shall disclose that all funds and
securities of Customers are located at ROG and not the Correspondent.
2
(d) BOOKS AND RECORDS. RPRCS will forward to ROG such information
as is necessary for ROG to prepare and maintain books and records
with respect to the Trades and Accounts in accordance with the
Applicable Rules. RPRCS shall also maintain on behalf of the
Correspondent such additional books, records, and other documents or
information as the Correspondent shall request and RPRCS shall agree.
RPRCS shall promptly upon request of the Correspondent provide
Correspondent with access to and, at the Correspondent's expense,
originals or copies of any such books, records, documents and
information in the possession of RPRCS.
(e) CASHIERING. RPRCS shall assist ROG in performing certain
cashiering functions for Correspondent, including the receipt and
deposit to local ROG bank accounts established for the benefit of
RPRCS of funds and checks and cash and the receipt and overnight
delivery to ROG of securities sold for the Accounts as well as
certain administrative functions relating thereto. RPRCS shall be
responsible for performing all administrative and bookkeeping
functions and certain other Services functions with respect to the
collection of deposits, fees and charges from Correspondent and its
Customers on behalf of itself and ROG and shall perform such Services
with respect to the reconciliation of ROG bank accounts established
for the benefit of RPRCS as shall be agreed from time to time by ROG
and RPRCS. The Clearing Firms shall not be responsible for any
securities until received by RPRCS or any funds until collected by
RPRCS from Correspondent or Customer. The Clearing Firms need not
accept any instruction in violation of the Applicable Rules or
contrary to the Procedures or Credit Policies.
(f) MARGIN. With respect to any Account in which Margin is
requested to be extended, RPRCS shall obtain from Correspondent and
Forward to ROG an agreement executed by the Customer in form and
substance satisfactory to the Clearing Firms (the "Margin
Agreement"). RPRCS will act as the agent of ROG in performing such
Services in connection with Margin Accounts and the extension of
Margin as may be agreed from time to time by ROG and RPRCS in order
to assist ROG in performing its obligations as creditor under the
Applicable Rules. The Clearing Firms shall cooperate with each other
in determining the applicable Credit Policies, shall generate and
make all Margin maintenance calls in accordance with such Credit
Policies and the Applicable Rules and shall have sole discretion with
respect to the amount of Margin maintained by any Account.
3
(g) ACCOUNT TRANSFERS. Pursuant to written notification received by
the Correspondent and forwarded to either of the Clearing Firms, any
Account of the Correspondent may choose to reject the Services to be
performed by the Clearing Firms pursuant to this Agreement. Upon
receipt of written notice from another broker dealer that an Account
is to be transferred to such a broker dealer, the Clearing Firms
shall expedite such transfer. All such notices received by RPRCS
shall be forwarded immediately to ROG. Upon receipt of such notice,
ROG shall have exclusive responsibility for compliance with Rule 412
of the New York Stock Exchange (the "NYSE") and any similar
Applicable Rule. The Clearing Firms may accept and process directions
received directly from the Customer with respect to the transfer of
the Account to another broker dealer; the Clearing Firms may refuse
to accept any other orders or instructions received directly from a
Customer except those received from the correspondent through RPRCS.
(h) CORRESPONDENT AND CUSTOMER SERVICE. RPRCS shall be responsible
for receiving and, with such assistance or information as may be
necessary from ROG, responding to all inquiries from Correspondents
and Customers regarding the Accounts and all confirmations and
statement relating to the Accounts or Trades therein. All such
inquiries should initially be directed to the RPRCS Customer Service
Department.
1.2 FUNCTIONS AND OBLIGATIONS OF ROG. ROG shall carry on a fully
disclosed basis, all Accounts introduced to it by the Correspondent
through the courtesy of RPRCS in accordance with Sections 2.1 below and
l.l(a) above and shall perform the following Services with respect to
such Accounts:
(a) OPENING OF ACCOUNTS. ROG will receive from RPRCS the basic
information required to open an account (the name, address, tax
identification number, standing instructions, representative number
and such other information or agreements as it may deem necessary in
order to perform the Services in accordance with the Applicable Rules
and Procedures) and will promptly upon receipt establish a new
Account reflecting such information. In addition, promptly upon
receipt of any changed or corrected information with respect to the
Account, ROG will make such change or correction to the Account
records.
4
(b) SETTLEMENT AND CLEARING OF TRADES. Upon receipt and acceptance
of orders and instructions with respect to Trades executed within the
Accounts by RPRCS as agent of Correspondent, ROG shall clear and
settle such Trades for the Accounts by causing any securities sold to
be delivered to the buyer against payment of the purchase price
therefor or by receiving any securities purchased and paying the
purchase price therefor by applying funds credited to the Account or
extending Margin to the Account for the purchase in accordance with
subsection 1.2(g) below.
(c) STATEMENTS. ROG shall generate Account information necessary to
prepare periodic statements for the Accounts in accordance with
Applicable Rules and shall transmit such information to RPRCS for use
in the preparation of such periodic statements. All statements
prepared and mailed pursuant to this Agreement shall indicate that
the Account is carried and Trades are cleared and settled by ROG
through the courtesy of RPRCS, a division of Xxxxxxxx. Each statement
shall disclose that all funds and securities of Customers are located
at ROG.
(d) BOOKS AND RECORDS. ROG shall prepare and maintain books and
records with respect to the Trades and Accounts in accordance with
the Applicable Rules. ROG shall promptly upon request of the
Correspondent provide Correspondent with access to and, at the
Correspondent's expense, originals or copies of any such books and
records. All Corespondent requests for access to or copies of books
and records maintained by ROG should initially be directed to the
RPRCS Customer Service Department as set forth in Section 1.1(h)
above.
(e) CASHIERING. ROG shall perform all cashiering functions for
Correspondent, including the receipt, delivery and transfer of funds,
checks, and securities sold, loaned, purchased or borrowed to, from
or for the Accounts in the performance of the Services pursuant to
the Procedures and Credit Policies or instructions of the
Correspondent received through RPRCS, including collection of any
commissions, fees or charges payable to the Correspondent by
Customers. The Clearing Firms shall not be responsible for any
securities until received by RPRCS or any funds until collected by
RPRCS from Correspondent or Customer. The Clearing Firms need not
accept any instruction in violation of the Applicable Rules or
contrary to the Procedures or Credit Policies.
5
(f) SAFEKEEPING. ROG shall hold in custody and safe-keeping all
securities and payments received for the Accounts, collect and
disburse dividends and other distributions with respect to securities
within the Accounts and process in accordance with any instructions
received through RPRCS from any Correspondent exchange offers, rights
offerings, warrants, tender offers, redemptions or proxy requests
received with respect to securities in the Accounts.
(g) MARGIN. ROG shall provide Margin in accordance with the Credit
Policies to the Accounts for which the Customer has executed a Margin
Agreement. ROG, as creditor, is responsible for compliance with
Regulation T, 12 CFR, part 220, the Federal Margin Regulation
promulgated by the Board of Governors of the Federal Reserve System
(the "Board"), any interpretive ruling issued by the Board, and any
other applicable Margin and maintenance requirements of the
Applicable Rules with respect to Margin Accounts. ROG may request
that RPRCS act as its agent in performing certain Services in
connection with Margin Accounts as may be agreed from time to time by
ROG and RPRCS. The Clearing Firms shall cooperate with each other in
determining the applicable Credit Policies, shall generate and make
all Margin maintenance calls in accordance with such Credit Policies
and Applicable Rules and shall have sole discretion with respect to
the amount of Margin maintained by any Account.
(h) ACCOUNT TRANSFERS. Pursuant to written notification received by
the Correspondent and forwarded to either of the Clearing Firms, any
Account of the Correspondent may choose to reject the Services to be
performed by the Clearing Firms pursuant to this Agreement. Upon
receipt of written notice from another broker dealer that an Account
is to be transferred to such a broker dealer, ROG shall expedite such
transfer. ROG shall have exclusive responsibility for compliance with
Rule 412 of the New York Stock Exchange (the "NYSE") and any similar
Applicable Rule. The Clearing Firms may accept and process directions
received directly from the Customer with respect to the transfer of
the Account to another broker dealer; the Clearing Firms may refuse
to accept any other orders or instructions received directly from a
Customer except those received from the Correspondent through RPRCS."
b. RENUMBERING. Sections 1.8 and 1.9 of the Existing Agreement are hereby
renumbered Sections 1.3 and 1.4 respectively.
6
c. LIMITATIONS AND RESTRICTIONS. Section 1.4(d) of the Agreement (Section
1.9(d) of the Existing Agreement) is hereby amended to read as follows:
"(d) For purposes of the Securities Investor Protection Act of 1970 and
the Securities and Exchange Commission financial responsibility rules,
Customers are Customers of ROG and not the Correspondent."
3. FUNCTIONS AND OBLIGATIONS OF CORRESPONDENT.
a. OPENING AND APPROVING OF ACCOUNTS. The second sentence of Section 2.1 of
the Existing Agreement is hereby amended to read as follows:
"The correspondent shall introduce the Accounts for acceptance by ROG
through the courtesy of RPRCS by furnishing to RPRCS the basic
information required to open the account (the name, address, tax
identification number, standing instructions, representative number and
such other information or agreements as the Clearing Firms may deem
necessary to perform the Services) and such Account Documents as the
Clearing Firms may require in accordance with the Procedures."
b. CUSTOMER PAYMENTS. Section 2.5 of the Existing Agreement is hereby
amended to read as follows:
"2.5 CUSTOMER PAYMENTS. In all Accounts, the Correspondent shall be
responsible for purchases of securities until actual and complete
payment therefor has been made. The Correspondent shall be
responsible for sales of securities until acceptable deliveries of
such securities have been completed. If Correspondent maintains
minimum net capital of less than $250,000, it shall direct Customers
to make all payments and deliver all securities directly to RPRCS for
securities transactions within the account. If Correspondent
maintains minimum net capital of less than $50,000, Correspondent
shall notify Customers that Correspondent is prohibited from
receiving funds (other than checks made payable to third parties,
including the Clearing Firms) or securities. Correspondent shall
deposit in ROG bank accounts established for the benefit of RPRCS
prior to the close of business on the day of receipt all funds and
checks received by Correspondent with respect to any Account in
accordance with the Procedures to enable the Clearing Firms promptly
and properly to record such remittances and receipts in the Account.
Correspondent shall send all securities received by it to RPRCS by
overnight delivery service on the day of receipt in accordance with
the Procedures to enable the Clearing Firms to promptly and properly
record such delivery for the Account. The Correspondent is
responsible to the Clearing Firms for the collection of the initial
Margin required pursuant to the Applicable Rules to support each
Margin transaction for an Account, the amount of any Margin
maintenance
7
requirement pursuant to the Applicable Rules and the Procedures, and
the timely payment of all Account Debits, interest and other charges
incurred in an Account in which Margin is provided. The Correspondent
is also responsible to the Clearing Firms for the collection of funds
or securities required to settle any Trades in the Account. The
Correspondent will promptly transmit to Customers all requests for
initial and maintenance Margin and for funds or securities to settle
Trades or pay Account Debits. The Correspondent shall be solely and
exclusively responsible to the Clearing Firms for any loss,
liability, damage, cost or expense (including but not otherwise
limited to fees and expenses of legal counsel) incurred or sustained
by the Correspondent or one or both of the Clearing Firms as a result
of the failure of any Account to timely make payments or deposits of
securities to settle Trades or to comply with initial or maintenance
Margin calls. In the event of such Customer failure, the
Correspondent shall promptly effect a "buy-in" or "sell-out" of the
Trade for the Account or liquidate an Account Debit and shall collect
any deficiency resulting from the "buy-in" or "sell-out" or
liquidation from the Customer. Notwithstanding the foregoing, either
of the Clearing Firms may, in its sole discretion, effect a "buy-in"
or "sell-out" of the Trade for the Account or liquidate an Account
Debit at any time in accordance with the Applicable Rules."
4. DEPOSIT ACCOUNT. Section 5.2 of the Existing Agreement is hereby amended to
read as follows:
"5.2 DEPOSIT ACCOUNT. Upon execution of this Agreement, RPRCS shall
establish an account with ROG for, and in the name of, Correspondent
entitled the "Deposit Account." The Correspondent shall deliver to RPRCS for
deposit to the Deposit Account cash and securities which are (a) direct
obligations of, or guaranteed as to the timely payment of principal and
interest by, the United States, (b) acceptable to the Clearing Firms, and
(c) registered in the name specified by the Clearing Firms or in good
deliverable form and which in the aggregate have a fair market value, as
determined solely in the discretion of the Clearing Firms, equal to the
Minimum Balance set forth at the end of this Agreement. The Clearing Firms
shall not be obligated to perform any of the Services at any time that the
aggregate fair market value of the Deposit Account is less than the Minimum
Balance. Correspondent shall be obligated to deposit additional cash or
securities acceptable to the Clearing Firms to cause the fair market value
of the Deposit Account to be maintained in an amount equal to the Minimum
Balance. The Clearing Firms, upon 10 days notice to the Correspondent, may
require the Minimum Balance to equal the aggregate of all claims for which
indemnity may be sought by the Clearing Firms pursuant to Section 7.1."
5. ADDITIONAL CONSIDERATION. The next to the last sentence of Section 6.2 of
the Existing Agreement shall be amended to read as follows:
8
"ROG shall be responsible for compliance with the Applicable Rules regarding
Margin, the payment and charging of interest and hypothecation and lending
of securities. ROG shall bear the costs of any Margin and to effect stock
borrows."
6. TERMINATION BY NOTICE. Section 8.2 of the Existing Agreement shall be
amended to read as follows:
"8.2 TERMINATION BY NOTICE. This Agreement may be terminated without cause
by any party upon ninety (90) days written notice to the other parties. In
the event the Correspondent terminates this Agreement, the Correspondent
shall pay the reasonable out-of-pocket expenses of the Clearing Finns in
connection with converting and/or closing the Accounts. Correspondent may
terminate this Agreement upon notice given 60 days prior to any date
established by the Clearing Firms for the effective date of an increase in
fees in accordance with Section 6.1."
7. AMENDMENTS. The Existing Agreement as amended by this Amendment represents
the entire Agreement between the parties with respect to the subject matter
contained herein. This Agreement may not be changed orally but only by an
agreement in writing and signed by the party against whom enforcement of any
waiver, change, modification or discharge is sought. This Agreement
represents the entire agreement among the parties, supersedes all prior
agreements and understandings with respect to the subject matter contained
herein. The waiver or failure to act by a party with respect to a breach by
the other party of any provision of this Agreement shall not constitute a
waiver of any subsequent breaches of that or any other provisions of this
Agreement and shall not constitute an amendment of this Agreement.
8. COUNTERPARTS. This Amendment may be executed in one or more counterparts,
each of which shall be deemed an original and all of which together shall
constitute one and the same agreement.
IN WITNESS WHEREOF, the Correspondent and the Clearing Firms have executed this
Amendment as of the date set forth below.
RPR CLEARING SERVICES A DIVISION OF
XXXXXXXX XXXXXX REFSNES, INC.
By: /S/ XXXX X. XXXXXX
------------------------------------
Xxxx X. Xxxxxx, President
9
REGIONAL OPERATIONS GROUP, INC.
By: /S/ XXXX X. XXXXXX
------------------------------------
Xxxx X. Xxxxxx, Vice President
THE XXXXXXX COMPANY
By: /S/ XXXXXX X. XXXXXXX, XX.
------------------------------------
Xxxxxx X Xxxxxxx, Xx., President
Dated: 6-16-93
------------------------------------
10
I. Clearance Fees
A. Equities $21.00 per ticket
B. Options $18.00 per ticket
CMTA Option Transactions $4.50 per ticket
C. Principal Equities
1. Customer $22.00 per ticket
2. Firm
a. Executed Through RPR No Charge
b. Executed Away, give-up RPR
1) NSCC/DTC Eligible $12.50 per ticket
2) Physical $25.00 per ticket
D. Principal Bonds
1. Customer $25.00 per ticket
2. Firm
a. Executed through RPR Desk No Charge
b. Executed away, give-up RPR $25.00 per ticket
E. Syndicate
1. Customer $22.00 per ticket
2. Pick-up/Dealer Ticket $25.00
F. Mutual Funds
1. Fund Serve Trade $20.00 per ticket
2. Non-Fund Serve Trade $25.00 per ticket
G. Volume Discounts
1. Clearance charges will be discounted for the first three months
Broker transacts its business through RPR Clearing.
a. First Month 35%
b. Second Month 25%
c. Third Month 10%
11
2. Once Broker has gone beyond the first six months of transacting
its business through RPR Clearing, RPR agrees to the following
customer ticket discounts based on total monthly customer ticket
volume. The total number of customer tickets determines the
discount on the total of the clearance charges.
a. Less than 750 tickets per month No Discount
b. 750 to 999 tickets per month 3%
c. 1,000 to 1,999 tickets per month 5%
d. 2,000 tickets per month and above 7.5%
II. Execution Fees
A. Listed Equities
1. Machine Market Orders
a. From 1 to 2,099 shares $2.00 flat
b. 2,100 and above .01 per share
2. Voice and Limit Orders .01 per share
3. Done Away $3.00 flat
B. OTC Away. If you would do your OTC agency trades through another
broker and give-up RPR for clearance, we would charge $5.00 per
ticket.
C. Agency Corporate Bond $1.00 per bond
$3.00 minimum,
$15.00 maximum
D. Options
Price Charge per Contract
1. 1/16--7/16 .75
2. 1/2--15/16 1.00
3. 1--3 15/16 1.50
4. 4--7 15/16 2.00
5. 8--13 15/16 2.50
6. 14 and up 3.00
12
CMTA Option Transactions
Price Charge per Contract
1. 1/16--7/16 .65
2. 1/2--15/16 .90
3. 1--3 15/16 1.30
4. 4 and above 1.75
III. Miscellaneous Fees
A. Extensions $10.00
B. Mailgrams $10.00
C. Bank Wire Customer Funds $10.00
D. Returned Check $25.00
E. Accommodation Transfer $20.00
F. Legal Deposit $10.00
G. Legal Transfer $15.00
H. Physical Reorganization Item $30.00
I. Non Physical Reorganization Item $10.00
J. Rule 144 Item $25.00
K. Cancel & Rebill $20.00
L. Transfer Agent Fees At Cost
X. Xxxx Transfer At Cost
N. Registered Mail At Cost
O. Forms At Cost
P. Duplicate Confirmations $1.25
Q. Duplicate Statements $1.25
R. Postage will be charged to client on confirmation at $1.75 per
transaction. Correspondent will be credited with $.50 per ticket if
confirmations are printed and mailed from their office. Postage is not
charged on institutional DVP/RVP transactions.
IV. Interest
A. Margin Debits
1. RPR will charge interest on Broker's customer margin debit
balances to Broker's customers' margin accounts using RPR
schedule.
2. RPR will charge Broker the broker call rate plus 1/2% for all of
Broker's customers' debit balances on a daily basis.
13
3. RPR will credit Broker with the interest we charge on Broker's
customer accounts and deduct the RPR charge.
B. Customer free credits.
RPR will credit Broker 25 basis points for all of Broker's customer
free credit balances.
C. Money market fund rebate.
RPR will credit Broker 17 1/2 basis points for Broker's customer
money market fund balances.
V. Monthly Minimum of Combined Clearance and Execution $ 1,000.00
14
AMENDMENT, to the Fully-Disclosed Clearing Agreement by and between RPR
Correspondent Services, a division of Xxxxxxxx Xxxxxx Refsnes, Inc. ("RPRCS"),
Interra Clearing Services, Inc., a Minnesota Corporation, and The Xxxxxxx
Company, is hereby amended and modified as follows:
1. The Xxxxxxx Company hereby agrees that it shall:
(a) Allow Customers to use the checkwriting account provided by RPRCS
(the "Checkwriting Account") in a manner consistent with Securities
and Exchange Rules 15C3-3, as amended;
(b) draw upon the Checkwriting Account only as agent for Customers; and
(c) abide by the policies and procedures established by RPRCS with
respect to the use of the Checkwriting Account.
2. The Xxxxxxx Company further agrees that RPRCS reserves the right to
terminate the Agreement in the event that RPRCS determines, in its sole
judgment, that The Xxxxxxx Company has failed to abide by the policies
and procedures respecting the operation of the Checkwriting Account.
Date: 12-9-97
------------------------------------
RPR CORRESPONDENT SERVICES, A DIVISION OF
XXXXXXXX XXXXXX REFSNES, INC.
By. /S/ XXXX X. XXXXXX
------------------------------------
Xxxx X. Xxxxxx
Its: President
THE XXXXXXX COMPANY
By: /S/ XXXXXX X. XXXXXXX
------------------------------------
Xxxxxx X. Xxxxxxx
15
