EXHIBIT 4 - FORM OF XXXXX XXXXXXX PRIME ACCOUNT AGREEMENT
XXXXX XXXXXXX PRIME ACCOUNT(TM)
AGREEMENT
PLEASE READ CAREFULLY.
1. This AGREEMENT ("AGREEMENT") sets forth the terms and conditions governing
the Xxxxx Xxxxxxx Prime Account(tm) ("Xxxxx Xxxxxxx Prime Account") offered by
Xxxxx Xxxxxxx Inc. ("Xxxxx Xxxxxxx"), for which you (all such signatories
hereto, whether acting in their individual or representative capacities, are
sometimes referred to hereinafter as "you") are making application with Xxxxx
Xxxxxxx. This Agreement is subject to, and may be modified from time to time by
disclosure in, the prospectuses pertaining to the money market investment funds
from time to time offered by Xxxxx Xxxxxxx as a component of the Xxxxx Xxxxxxx
Prime Account (the "Funds"), and any supplement or amendment thereto as of the
time of filing or effectiveness thereof (the prospectuses, as so amended or
supplemented, are referred to as the "Prospectuses").
Subject to the foregoing, it is understood that the Xxxxx Xxxxxxx Prime Account
will operate as follows:
2. DESCRIPTION OF XXXXX XXXXXXX PRIME ACCOUNT
The Xxxxx Xxxxxxx Prime Account is an integrated financial services program that
links together several components:
x x Xxxxx Jaffray securities account (the "Securities Account") with a
credit feature;
o the Funds from time to time offered by Xxxxx Xxxxxxx;
o a check-writing privilege provided by PNC Bank, Philadelphia, a subsidiary
of PNC Financial Corp (PNC Bank, Philadelphia and its affiliates are
referred to as "PNC"); and
o an optional Visa Gold(R) card including ATM access, from PNC. The
principal attributes of each component of the Xxxxx Xxxxxxx Prime Account
and their relation to one another are described below.
3. SECURITIES ACCOUNT
The Securities Account has a credit feature. You may use the Securities Account
to purchase and sell securities, including options, for cash or on credit. The
Securities Account will be governed by the federal securities laws, the rules
and regulations of the Securities and Exchange Commission, the Board of
Governors of the Federal Reserve System, the Securities Investor Protection
Corporation, the New York Stock Exchange, Inc., other registered national
securities exchanges, the National Association of Securities Dealers, Inc. and
by this Agreement and the policies of Xxxxx Xxxxxxx.
The amount of available credit will vary depending upon the amount of eligible
securities in your Xxxxx Xxxxxxx Prime Account and applicable regulatory
requirements, but is presently limited to 50% of the current market value of
eligible securities in your Xxxxx Xxxxxxx Prime Account.
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When you purchase securities, Xxxxx Xxxxxxx will first apply any cash in your
Xxxxx Xxxxxxx Prime Account on the settlement date and then redeem Fund shares
at net asset value to the extent necessary to pay the amounts due in connection
with such transaction, including all costs and expenses of the transaction. If
at the settlement date, such amounts are sufficient to pay all amounts due, the
trade will be treated as a cash transaction.
If on the settlement date, there is not sufficient cash or net asset value of
Fund shares in your Xxxxx Xxxxxxx Prime Account, Xxxxx Xxxxxxx may extend credit
to you on the terms and conditions set forth in this Agreement. If Xxxxx Xxxxxxx
extends credit to you, such amounts will be automatically collateralized by
eligible securities in your Xxxxx Xxxxxxx Prime Account. If sufficient eligible
securities are not available in your Xxxxx Xxxxxxx Prime Account, you must
deposit additional cash and/or eligible securities into your Xxxxx Xxxxxxx Prime
Account within the allotted time frames required by the laws, rules, regulations
and policies governing the extension of credit by Xxxxx Xxxxxxx. If sufficient
cash or eligible securities are not deposited into the Xxxxx Xxxxxxx Prime
Account within the allotted time frames prescribed by applicable regulatory
requirements, Xxxxx Xxxxxxx is required to liquidate the trade(s) at market risk
and exposure to you.
a. PLACING ORDERS, CUSTOMER RESPONSIBILITIES. When you place any order to
sell securities that are long in your account, you will designate it as
such and hereby authorize Xxxxx Xxxxxxx to xxxx such order as being "long".
Any sell order which you shall designate as being for long account will be
for securities then owned by you, and if such securities are not then
deliverable by Xxxxx Xxxxxxx from any account of yours, you will deliver
such securities as soon as you can do so. If you place any order to sell
securities that are short your account, you will designate it as such and
authorize Xxxxx Xxxxxxx to xxxx such order as being "short". In case Xxxxx
Xxxxxxx makes a short sale of any securities at your direction, or in case
you fail to deliver to Xxxxx Xxxxxxx any securities which Xxxxx Xxxxxxx has
sold at your direction, you authorize Xxxxx Xxxxxxx to borrow the
securities necessary to enable Xxxxx Xxxxxxx to make delivery to the
purchaser, and you agree to be responsible for the cost or loss Xxxxx
Xxxxxxx may incur, or the cost of otherwise obtaining the securities if
Xxxxx Xxxxxxx is unable to borrow them. No settlement of any account for
you may be made by you without all securities in which your account is
short being received by Xxxxx Xxxxxxx and all securities in which your
account is long being paid for in full and the securities then delivered.
Xxxxx Xxxxxxx and its correspondents are designated as your agents to
consummate all such transactions, and are authorized to make such advances
and expend such moneys as may be required.
b. CUSTOMER'S ORDERS BINDING UNTIL NOTICE OF DEATH; XXXXX XXXXXXX'X RIGHTS TO
PURCHASE OR SELL. Any order you give Xxxxx Xxxxxxx shall be binding upon
you and your personal representative until Xxxxx Xxxxxxx has actual notice
of your death. Your death and notice thereof shall not in any way affect
Xxxxx Xxxxxxx'x rights under this Agreement to take any action which Xxxxx
Xxxxxxx could have taken if you had not died. Upon your death or failure to
comply with any part of this Agreement or whenever Xxxxx Xxxxxxx deems it
necessary for its protection, Xxxxx Xxxxxxx is authorized (but is not
required) to:
o Cancel outstanding orders;
o Purchase, sell, assign, receive and deliver all or any part of the
securities held or carried for you; and
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o Close out short sales by purchase upon any exchange board or market
or any public or private sale at Xxxxx Xxxxxxx'x option.
c. SECURITIES PENDING ISSUE. On transactions in securities when, as and if
issued, Xxxxx Xxxxxxx is entitled to protection against its contingent
liability pending the issue of the securities to the same extent as in
purchases and sales of securities already issued.
d. WAIVER OF NOTICE. Xxxxx Xxxxxxx may take these actions without demand for
credit or notice of purchase or sale, which are expressly waived. No
specific demand or notice shall invalidate this waiver. After deducting all
costs and expenses of any such purchase or sale and delivery, Xxxxx Xxxxxxx
is authorized to apply the residue of the proceeds to the payment of your
liabilities to Xxxxx Xxxxxxx, returning the surplus, if any, to you, and
you shall remain liable for any deficiency. At any such sale at public
auction or on any exchange, Xxxxx Xxxxxxx may become purchasers for itself
or on behalf of anyone else.
4. CREDIT EXTENSIONS
PLEASE NOTE - SECTION 4 CONCERNING CREDIT WILL ONLY APPLY WHEN AND IF YOU ARE
CARRYING A SETTLEMENT DATE DEBIT BALANCE IN YOUR XXXXX XXXXXXX PRIME ACCOUNT
(XXXXX XXXXXXX IS LENDING YOU MONEY AGAINST YOUR SECURITIES AS COLLATERAL).
If Xxxxx Xxxxxxx extends a loan based on the credit feature of your Securities
Account, Xxxxx Xxxxxxx will begin to charge interest on the day it extends such
credit to you. As with any credit extension by Xxxxx Xxxxxxx, you must be in
compliance with all current regulations and New York Stock Exchange maintenance
requirements.
a. CUSTOMER OBLIGATION. You will pay interest on all amounts advanced by Xxxxx
Xxxxxxx and on other balances due Xxxxx Xxxxxxx (including all commissions
and such other charges as Xxxxx Xxxxxxx may impose) as specified under the
caption "Credit Terms" in this Agreement. In addition, you specifically
agree that Xxxxx Xxxxxxx may check your credit references at any time, and
authorize anyone to grant that information to Xxxxx Xxxxxxx. Xxxxx Xxxxxxx
may at any time demand that your account or accounts immediately be taken
up and paid, and all amounts advanced and other balances due, with interest
and commissions, shall be due and payable on demand. Unless demand is
sooner made, interest is due and payable monthly or upon the balances due
being paid in full. You will at all times maintain sufficient collateral
for said accounts as from time to time required by Xxxxx Xxxxxxx.
b. CREDIT TERMS. Xxxxx Xxxxxxx charges in connection with any credit Xxxxx
Xxxxxxx may extend to you are as follows:
You will be charged interest on any credit extended to you for the purpose
of purchasing, carrying, trading or selling any securities. Such extensions
of credit include but are not limited to:
o prepayment of proceeds of sale prior to settlement;
o payments on "no good delivery" securities prior to clearance;
o specific transactions where interest expenses are incurred.
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The annual rate of interest charged on your average debit balance is based on
Xxxxx Xxxxxxx'x announced broker call rate, which is determined by Xxxxx
Xxxxxxx'x cost of borrowing money from banks. To Xxxxx Xxxxxxx'x broker call
rate, Xxxxx Xxxxxxx will add a maximum 2.5% override. Xxxxx Xxxxxxx may charge
lower overrides depending upon factors such as the size of your net balance,
Xxxxx Xxxxxxx'x evaluation of the commission income generated by your account,
the service required for the account, etc.
Your rate of interest will be changed without notice in accordance with changes
in your net balance due and changes in Xxxxx Xxxxxxx'x cost of borrowing money.
When your interest rate is to be increased for any other reason, at least 30
days' prior written notice will be given.
THE METHOD OF COMPUTING INTEREST IS AS FOLLOWS: Interest is accrued daily on all
funds owed to Xxxxx Xxxxxxx (debit balances). Free credit balances within an
account are used to offset the debit balance each day. Xxxxx Xxxxxxx'x interest
period runs from the 16th of the previous month to the 15th of the current
month. Therefore, to compute your interest, it will be necessary to use the
prior month's statement as well as the current statement.
Begin with the debit balance on the 15th of the previous month. Starting with
the 16th and each day through the 15th of the current statement, add to that
debit balance any debits and subtract any credits appearing on your statement to
determine each day's debit balance. Free credits within an account are used to
offset the debit balance each day. The average debit balance is determined by
adding the debit balances for each day and dividing by the number of days in the
billing period. Multiply this by the annual rate of interest and then by the
number of days in the billing period. Then divide by 360.
In order to assist you, your monthly statements will contain the following
information: annual rate of interest charged to your account, the average daily
debit, and ending debit balance of interest period (15th of the month).
The credit that appears on your statement due to short sales (including short
sales against the box) is offset by a debit of like amount because Xxxxx Xxxxxxx
has to borrow the same security in order to deliver it to the buying broker.
This means that the credit generated by any short sale does not reduce your
debit balance for the purpose of computing interest until the short position is
covered.
If the security which you sold short (or sold short against the box) appreciates
in market price over the selling price, interest will be charged on the
appreciation of the value. If the security which you sold short depreciates in
market price, interest is correspondingly reduced by the drop in value.
Periodically, and depending upon prevailing conditions, this practice of
"marking-to-the-market" is performed.
If you have any further questions about interest charged to your account, you
should contact your Xxxxx Xxxxxxx Investment Executive.
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c. LIENS, PLEDGING AND LENDING OF SECURITIES IN ACCOUNT.
PLEASE NOTE- IN ACCORDANCE WITH SEC RULE 15C3-3(B), WE ARE PROHIBITED FROM
LENDING ANY OF YOUR SECURITIES UNLESS YOU ARE CARRYING A SETTLEMENT DATE
DEBIT BALANCE AGAINST YOUR SECURITIES (XXXXX XXXXXXX IS LENDING YOU MONEY
AGAINST YOUR SECURITIES AS COLLATERAL).
If you use the credit feature of your Xxxxx Xxxxxxx Prime Account, any
securities in any of your accounts are collateral for any debit balances in
your Xxxxx Xxxxxxx Prime Account. This means that in accordance with the
terms of this Agreement, securities in your Xxxxx Xxxxxxx Prime Account or
other accounts with Xxxxx Xxxxxxx can be sold to reduce or to liquidate
entirely any debit balances in your Xxxxx Xxxxxxx Prime Account.
If you use the credit feature of your Xxxxx Xxxxxxx Prime Account and if
there is a decline in the market value of your securities which are the
collateral for your debit balance, it may be necessary for Xxxxx Xxxxxxx to
request additional funds or collateral. Ordinarily, a request for
additional funds or collateral will be made when the equity in the account
falls below 33 percent of the market value of all securities in the
account. (The equity is the excess market value of the securities in the
account over the debit balance.) However, Xxxxx Xxxxxxx retains the right
to require additional funds or collateral when Xxxxx Xxxxxxx deems it
desirable.
All securities held or purchased by Xxxxx Xxxxxxx for you shall be subject
to a lien for the payment of all your liabilities to Xxxxx Xxxxxxx. Xxxxx
Xxxxxxx is authorized without notice to you, whenever Xxxxx Xxxxxxx deems
it advisable, to transfer interchangeably between any accounts you have
with Xxxxx Xxxxxxx any or all of the securities so held, and without notice
to you and without regard to whether Xxxxx Xxxxxxx has in its possession or
subject to its control at the time thereof other securities of the same
kind and amount, and in the usual course of business, to pledge, repledge,
hypothecate, rehypothecate (EITHER FOR THE AMOUNT DUE XXXXX XXXXXXX FROM
YOU OR FOR A GREATER OR LESSER SUM) and lend the same to itself as brokers
or to others from time to time, separately or commingled with securities
carried for other customers. Xxxxx Xxxxxxx shall not be required to deliver
to you the identical securities deposited or received but only securities
of the same kind and amount.
5. THE FUNDS
You authorize Xxxxx Xxxxxxx to invest automatically in shares of the Fund from
time to time designated by you (the "Designated Fund") any cash in your
Securities Account (that is, any cash that does not result from a loan from
Xxxxx Xxxxxxx, and thus, may be transferred out of your Securities Account
without giving rise to interest charges). Such automatic investment of cash in
Designated Fund shares will occur daily on the next business day at the net
asset value per share next determined. Although cash will be invested
automatically in only the Designated Fund, you may purchase shares in the other
Funds at any time.
Shares of the Designated Fund and shares of other Funds will be redeemed at
their net asset value and you authorize automatic redemptions, as necessary, to
satisfy debit balances resulting from securities transactions, from the use of
the check-writing privilege and/or the optional Visa Gold(R) card as described
below. You may also redeem shares of the Funds directly by written or oral
request to Xxxxx Xxxxxxx.
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Your Designated Fund Option will be changed to the First American Funds Prime
Obligations Fund-Class Y, if the value of your account reaches the minimum set
forth in the current prospectus. Your account will not be affected if your
Designated Fund is a tax-exempt money market fund. Xxxxx Xxxxxxx will evaluate
accounts on the last business day of each calendar year quarter end. We will
make the change on the first business day of the calendar year quarter that
begins after the value of your account reaches the minimum.
Orders for the purchase or redemption of Fund shares will become effective as
provided in the Prospectuses. Ordinarily, a purchase order will not be entered
until cash in the form of Federal Funds become available to Xxxxx Xxxxxxx. Xxxxx
Xxxxxxx may, however, without charge, advance Federal Funds to the Xxxxx Xxxxxxx
Prime Account on your behalf to enable you to purchase Fund shares and earn Fund
dividends prior to final collection of checks or other instruments deposited in
your Securities Account. You therefore agree that Xxxxx Xxxxxxx may reasonably
withhold access to the redemption proceeds of Fund shares purchased by checks or
other instruments credited to your Xxxxx Xxxxxxx Prime Account.
The Funds will declare dividends on each business day as earned, and credit
dividends monthly on shares of the Funds owned by you. You recognize that
dividends are paid in additional Fund shares, unless monthly cash payment is
requested.
6. XXXXX XXXXXXX PRIME ACCOUNT FEE
Xxxxx Xxxxxxx will deduct an annual fee from your Xxxxx Xxxxxxx Prime Account
for processing and administrative services. Xxxxx Xxxxxxx will notify you before
any increase in the fee becomes effective. In addition, the following fees may
apply depending on the account's transactions and activity:
o All trades (purchases and sales) will be charged a $5 transaction fee. Some
managed account types are excluded as well as mutual fund trades, syndicate
offerings, annuities, insurance, or trades with a dollar value of less than
$5.
o Accounts transferring to other firms are subject to a $50 transfer fee.
o Foreign securities transacted on a foreign exchange (ordinary "ORD" shares)
will be charged the $ 100 fee at the time of purchase and sale.
Xxxxx Xxxxxxx reserves the right to change its fees for the maintenance,
administration and servicing of a Xxxxx Xxxxxxx Prime Account. Xxxxx Xxxxxxx
will provide you with prior notification of an increase to the fees payable
hereunder.
7. CHECK-WRITING PRIVILEGES (OPTIONAL)
You may exercise a check-writing privilege through an account with PNC. In the
case of a corporate account, a maximum of six (6) authorized check signers
designated by corporate resolutions may exercise a check-writing privilege
through an account maintained at PNC. PNC will assess certain charges associated
with such a privilege. Checkwriting privileges are subject to an agreement
between Xxxxx Xxxxxxx and PNC.
You must maintain sufficient Available Cash in your Securities Account and Fund
shares ("Combined Asset Value") to pay any checks you write and any Visa Gold
card transactions made by you or any additional authorized Visa Gold card
cardholder. Payments for checks and for Visa
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Gold card transactions will be satisfied from the Combined Asset Value of your
Xxxxx Xxxxxxx Prime Account in the following order: First, from cash in your
Securities Account; second, from the proceeds of redeeming Designated Fund
shares (if any); third from the proceeds of redeeming other Fund shares (if
any); and fourth, from the loan value of your loanable securities (if any).
8. THE VISA GOLD(R) CARD FEATURES (OPTIONAL SERVICES)
Approving the Visa Gold Card - If you would like a Visa Gold Card as part of
your Xxxxx Xxxxxxx Prime Account, complete the credit card application included
in this package. PNC, the card issuing bank, must approve your application for
the credit card before any Visa Gold card services can be linked with your Xxxxx
Xxxxxxx Prime Account. If approved, PNC will issue and service your Visa Gold
card account with a minimum credit line of $5,000.
ADDITIONAL CARDS - Each individual applicant who signs the Visa Gold card
application may apply for and receive a Visa Gold card for use in connection
with your Xxxxx Xxxxxxx Prime Account. You and other cardholders who are Xxxxx
Xxxxxxx Prime Account clients may jointly authorize the issuance of additional
cards. Additional cardholders who are not Xxxxx Xxxxxxx Prime Account clients
are not authorized to buy or sell securities or to use the check-writing
privilege associated with the Xxxxx Xxxxxxx Prime Account. The fee for the Xxxxx
Xxxxxxx Prime Account with the optional Visa Gold card includes the issuance of
up to two cards. There is a charge for the issuance of each additional card.
USING THE VISA GOLD CARD - You, and any additional cardholder, may use the
credit card to charge goods and services wherever the Visa Gold card is accepted
(Visa Gold card charge transactions). You may also obtain cash advances at
participating financial institutions or any Plus System(R) location (Visa Gold
card cash advance transactions). The amount of purchases and cash advances may
not exceed the available credit on your Visa Gold card. You agree to accept
financial responsibility with respect to all Visa Gold card charge and cash
advance transactions effected by any cardholder, including additional
cardholders, in accordance with the Credit Card Agreement.
VISA GOLD CARD TRANSACTIONS - PNC will send you a statement showing your Visa
Gold card transactions and/or other activity for the billing period in which
such transactions or other activity occurred.
You authorize Xxxxx Xxxxxxx to automatically transfer funds from the Combined
Asset Value of your Xxxxx Xxxxxxx Prime Account to pay amounts to PNC when
requested by PNC. The amount of any cash advance transactions will be
transferred from your Xxxxx Xxxxxxx Prime Account on the day such item is
presented for payment. Charge transactions from the most recent billing period
will be transferred from your Xxxxx Xxxxxxx Prime Account once a month on the
payment date indicated on the statement issued you by PNC. If your Combined
Asset Value will not pay the entire amount of newly-billed Visa Gold card charge
transactions on the payment date, you will have 10 days to transfer assets to
the Xxxxx Xxxxxxx Prime Account.
If you do not make funds available for payment when due, finance charges will
accrue as provided in the Credit Card Agreement. If payment is made on or before
the applicable payment due date as provided in the Credit Card Agreement, and
there was no previous balance, then no finance charges will be assessed.
Whenever finance charges are assessed, the Annual Percentage Rate will be as
stated in the Credit Card Agreement.
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For additional information regarding your Visa Gold card account, refer to the
Credit Card Agreement which will accompany your Visa Gold card(s).
TERMINATION OF THE VISA GOLD CARD FEATURE - Any cardholder who is a Xxxxx
Xxxxxxx Prime Account client may terminate the Visa Gold card feature by
notifying Xxxxx Xxxxxxx in writing. In any such event, we request that you
return all Visa Gold cards, cut in half, to your Xxxxx Xxxxxxx Investment
Executive. Such termination does not relieve you of responsibility for charge or
cash advance transactions made using the Visa Gold card, nor, will it terminate
your Xxxxx Xxxxxxx Prime Account. PNC may terminate your Visa Gold card feature
in accordance with the terms of the Credit Card Agreement but such termination
need not terminate your Xxxxx Xxxxxxx Prime Account.
REVOKING ADDITIONAL CARDHOLDERS' PRIVILEGES - You may revoke the authority of
any additional cardholders who are not Xxxxx Xxxxxxx Prime Account clients. To
revoke the authority of any additional cardholders notify Xxxxx Xxxxxxx in
writing. In any such event, we request that you return all Visa Gold cards, cut
in half, to your Xxxxx Xxxxxxx Investment Executive. You remain liable for any
losses incurred either before we receive your written notice of revocation or as
a result of any use of the Visa Gold card that occurs before we receive written
notice, in accordance with the Credit Card Agreement.
You agree not to use under any circumstances either directly or indirectly the
Visa Gold(R) card to purchase, carry or otherwise trade in any securities
(including shares of the Funds) and that, if you make any such use of the Visa
Gold card, Xxxxx Xxxxxxx may immediately terminate your Xxxxx Xxxxxxx Prime
Account, redeem your Fund shares, sell securities in your Securities Account to
satisfy all outstanding loans, and cause PNC to revoke the Visa Gold cards, and
terminate the check-writing privilege.
9. CHECKS AND VISA GOLD(R) CARD CASH ADVANCE TRANSACTIONS
Xxxxx Xxxxxxx will debit your account immediately whenever a check is presented
for payment on your behalf, or, when Xxxxx Xxxxxxx is notified that you or an
additional authorized Visa Gold card cardholder has effected a Visa Gold card
cash advance. You authorize Xxxxx Xxxxxxx to automatically transfer funds from
your Xxxxx Xxxxxxx Prime Account to PNC to cover checks or Visa Gold card cash
advances.
10. PERIODIC REPORTS
Each month Xxxxx Xxxxxxx will send a statement of account (or quarterly if no
activity) to you at the mailing address furnished by you to Xxxxx Xxxxxxx. The
statement will detail, among other things, loan interest charges, if any,
dividends received on securities held in your Securities Account, Visa Gold(R)
card transactions, and checks drawn on PNC. Once a year, the amount of the
annual fee that Xxxxx Xxxxxxx charges for the Xxxxx Xxxxxxx Prime Account will
be indicated on the monthly statement, and you authorize Xxxxx Xxxxxxx to deduct
that annual fee from your Xxxxx Xxxxxxx Prime Account. You understand that a
copy of your monthly statement will be sent to your Xxxxx Xxxxxxx Investment
statement will be sent to your Xxxxx Xxxxxxx Investment Executive. Confirmations
detailing specific purchases and redemptions of Fund shares will not be sent to
you. PNC will forward canceled checks to you.
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11. CUSTOMER REPRESENTATIONS.
Until advised by you of a change of address, Xxxxx Xxxxxxx shall regard as
accurate the address provided when you opened your account. All mail sent by
Xxxxx Xxxxxxx to your address shall constitute delivery to you. You are of legal
age. Unless you have otherwise informed Xxxxx Xxxxxxx, you are not an employee
of any exchange or of any corporation of which any exchange owns a majority of
the capital stock, or of a member of any exchange or of any firm registered on
any exchange, or of a bank, trust company, insurance company or of any
corporation, association, firm or individual engaged in the business of dealing,
either as broker or principal, in stocks, bonds or other securities or any forms
of commercial paper and, if any time during the life of this Agreement you
become so, you will notify Xxxxx Xxxxxxx. No one other than yourself has or will
have an interest in any account governed hereby, except as you advise Xxxxx
Xxxxxxx in writing. The information you have supplied to Xxxxx Xxxxxxx
concerning your financial resources and experience in trading securities Is true
and accurate.
12. LIMITATION OF XXXXX XXXXXXX'X AND PNC'S LIABILITIES.
Xxxxx Xxxxxxx may employ subbrokers and may deal with specialists, odd lot
dealers and others, either as principal or agent, and shall be responsible only
for reasonable care in their selection and may settle contracts and
controversies according to the regulations and customs of the exchange, board or
market where the orders are executed. Xxxxx Xxxxxxx shall be responsible for
executing your orders in a reasonable manner within a reasonable time in
accordance with industry custom and practice. Xxxxx Xxxxxxx agrees and
represents that it has installed equipment necessary to execute your
transactions and that Xxxxx Xxxxxxx will take all reasonable steps to keep said
equipment in good working order and that adequate personnel have been retained
to operate said equipment. Xxxxx Xxxxxxx shall not be liable to you for the
failure or delay of any order to be executed due to the failure or malfunction
of any electronic, electric or mechanical equipment. You specifically agree not
to hold Xxxxx Xxxxxxx liable for any loss you may incur due to said failures or
delays resulting from the non-operation or malfunctioning of said equipment. By
this Agreement you intend specifically to waive any claim you may have against
Xxxxx Xxxxxxx under this Agreement or against Xxxxx Xxxxxxx as your agent
relating to any loss incurred by you due to the failure or malfunctioning of
said equipment.
You agree that neither Xxxxx Xxxxxxx nor PNC will be liable for any loss you may
incur unless they are negligent in fulfilling this Agreement. IN NO EVENT WILL
XXXXX XXXXXXX OR PNC BE LIABLE FOR CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES OR
LOSS.
13. TRANSACTIONS SUBJECT TO APPLICABLE RULES, CUSTOMS OF TRADE AND LAWS.
All transactions made by Xxxxx Xxxxxxx for you shall be subject to the
constitutions, rules, customs and practices of the exchanges, boards or markets
where executed and of their respective clearing houses and shall be subject to
state and federal laws.
14. TERMINATION OF THE XXXXX XXXXXXX PRIME ACCOUNT.
You may terminate the Xxxxx Xxxxxxx Prime Account, including the Securities
Account, at any time. You understand that such termination will result in the
cancellation of all Visa Gold cards and additional Visa Gold cards issued in
connection with the Xxxxx Xxxxxxx Prime Account and in cancellation of the
check-writing privilege. You will remain responsible, however, for the payment
of charges to your Securities Account as well as for any Visa Gold card
transactions, checks and all charges resulting fro m use of the check-writing
privileges, in each case whether arising before or
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after termination. It is also understood that Xxxxx Xxxxxxx in its discretion
may terminate your Xxxxx Xxxxxxx Prime Account and/or the related services at
any time.
Should your Xxxxx Xxxxxxx Prime Account be terminated, you hereby authorize
Xxxxx Xxxxxxx to redeem all shares of the Funds owned by your account and to
make the proceeds available to you after all your obligations to Xxxxx Xxxxxxx
are settled. If your Xxxxx Xxxxxxx Prime Account is terminated, you will not use
and will promptly destroy, by cutting in half, all unused checks and Visa Gold
card(s) and will return to PNC the destroyed Visa Gold cards.
15. CUSTOMER AGREES TO ARBITRATE.
O ARBITRATION IS FINAL AND BINDING ON THE PARTIES.
O THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDIES IN COURT INCLUDING THE
RIGHT TO JURY TRIAL.
O PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED THAN AND DIFFERENT FROM
COURT PROCEEDINGS.
O THE ARBITRATORS' AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR LEGAL
REASONING AND ANY PARTY'S RIGHT TO APPEAL OR SEEK MODIFICATION OF RULINGS
BY THE ARBITRATORS IS STRICTLY LIMITED.
O THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF
ARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY.
YOU AGREE TO ARBITRATE ANY DISPUTES BETWEEN XXXXX XXXXXXX AND YOU. YOU
SPECIFICALLY AGREE AND RECOGNIZE THAT ALL CONTROVERSIES WHICH MAY ARISE BETWEEN
XXXXX XXXXXXX, ITS AGENTS, REPRESENTATIVES OR EMPLOYEES AND YOU CONCERNING ANY
TRANSACTION, ACCOUNT OR THE CONSTRUCTION, PERFORMANCE OR BREACH OF THIS OR ANY
OTHER AGREEMENT BETWEEN US, WHETHER ENTERED INTO PRIOR, ON, OR SUBSEQUENT TO THE
DATE HEREOF, SHALL BE DETERMINED BY ARBITRATION TO THE FULL EXTENT PROVIDED BY
LAW. SUCH ARBITRATION SHALL BE IN ACCORDANCE WITH THE RULES THEN IN EFFECT OF
THE ARBITRATION COMMITTEE OF THE NEW YORK STOCK EXCHANGE, INC. OR THE NATIONAL
ASSOCIATION OF SECURITIES DEALERS, INC. AS YOU MAY ELECT. YOU AUTHORIZE XXXXX
XXXXXXX, IF YOU DO NOT MAKE SUCH ELECTION BY REGISTERED MAIL ADDRESSED TO XXXXX
XXXXXXX AT ITS MAIN OFFICE WITHIN 15 DAYS AFTER RECEIPT OF NOTIFICATION FROM
XXXXX XXXXXXX REQUESTING SUCH ELECTION, TO MAKE SUCH ELECTION ON YOUR BEHALF.
HOWEVER, IT IS UNDERSTOOD, NO PERSON SHALL BRING A PUTATIVE OR CERTIFIED CLASS
ACTION TO ARBITRATION, NOR SEEK TO ENFORCE ANY PRE-DISPUTE ARBITRATION AGREEMENT
AGAINST ANY PERSON WHO HAS INITIATED IN COURT A PUTATIVE CLASS ACTION; WHO IS A
MEMBER OF A PUTATIVE CLASS WHO HAS NOT OPTED OUT OF THE CLASS WITH RESPECT TO
ANY CLAIMS ENCOMPASSED BY THE PUTATIVE CLASS ACTION UNTIL:
(I) THE CLASS CERTIFICATION IS DENIED;
(II) THE CLASS IS DECERTIFIED; OR
(III) THE CUSTOMER IS EXCLUDED FROM THE CLASS BY THE COURT.
SUCH FORBEARANCE TO ENFORCE AN AGREEMENT TO ARBITRATE SHALL NOT CONSTITUTE A
WAIVER OF ANY RIGHTS UNDER THIS AGREEMENT EXCEPT TO THE EXTENT STATED HEREIN.
Page 32 of 45
16. ENTIRE AGREEMENT AND AMENDMENTS.
All transactions made or entered on your account or accounts, whether before or
after you signed this Agreement, shall be treated as though made under and
governed by the terms of this Agreement. This Agreement shall enure to the
benefit of Xxxxx Xxxxxxx and of any successor firm or firms, irrespective of any
change or changes at any time in the personnel thereof This Agreement supersedes
any existing agreement you may have with Xxxxx Xxxxxxx. Except as modified by
disclosure in the Prospectuses, this Agreement may be amended only by an
amendment in writing duly signed by you and an authorized representative of
Xxxxx Xxxxxxx. This Agreement shall be continuous and shall survive any
temporary or Intermittent closing out of any account with Xxxxx Xxxxxxx.
17. GENERAL
This Agreement or the Prospectuses may be changed from time to time. You agree
that neither Xxxxx Xxxxxxx nor PNC will be liable for any loss you may incur
unless they are negligent in fulfilling this Agreement. In no event will Xxxxx
Xxxxxxx or PNC be liable for consequential, special or indirect damages or loss.
This Agreement is governed by the laws of the State of Minnesota. The Credit
Card Agreement is governed by Delaware and federal law. If the terms and
conditions of the Credit Card Agreement conflict with the description of the
Visa Gold card account described herein, the terms and conditions of the Credit
Card Agreement shall govern. The terms and conditions of this Agreement and the
Credit Card Agreement apply to you, your heirs, executors, administrators and
assigns. It will benefit Xxxxx Xxxxxxx'x successors and assigns. If any
provision of this Agreement shall be held to be unenforceable in any
jurisdiction, the remaining provisions of this Agreement shall be unimpaired.
All provisions hereof shall remain in full force and effect in all other
jurisdictions.
18. CLIENT INFORMATION
Information regarding you shall be confidential and may be disclosed to third
parties only with your consent or as required by law. Xxxxx Xxxxxxx is permitted
by law to share experience information regarding you with any affiliate. You
hereby acknowledge and consent that Xxxxx Xxxxxxx may share non-experience
information with any affiliate commencing from the date of this Agreement and at
any time during the term of this Agreement. You may withhold this consent by
striking the previous sentence containing consent at the time of execution or
may withdraw such consent at anytime during the term of the Agreement by
providing written notice to Xxxxx Xxxxxxx directing that such information may
not be shared with affiliates.
Page 33 of 45
------------------------
Account Number V
--------------------------------
PR
Designated Fund Authorization (Please check one box):
-------------------------------------------------------------------------------
[ ] FIRST AMERICAN PRIME OBLIGATIONS [ ] FIRST AMERICAN GOVERNMENT
FUND - CLASS A (P) OBLIGATIONS FUND - CLASS C (G)
[ ] FEDERATED MINNESOTA TAX-EXEMPT [ ] FEDERAL CALIFORNIA TAX-
EXEMPT MONEY MARKET FUND
[ ] FIRST AMERICAN TAX FREE
OBLIGATIONS FUND - CLASS A (F)
-------------------------------------------------------------------------------
IMPORTANT NOTICE: INTERNAL REVENUE SERVICE REQUIRES THAT W-9 FORMS BE COMPLETED
WITHIN 30 DAYS OF THE OPENING OF ANY NEW ACCOUNT. IF AN ACCOUNT DOES NOT HAVE A
W-9, 31% OF ANY INTEREST OR DIVIDENDS RECEIVED WILL BE WITHHELD FROM YOUR
ACCOUNT AND SENT TO THE IRS. TO RECEIVE CREDIT FOR ANY WITHHELD AMOUNTS, PLEASE
CONSULT YOUR TAX PREPARER.
SUBSTITUTE W-9 VERIFICATION:
(PLEASE "X" ONE BOX My [ ] Social Security Number (or)
AND FILL IN NUMBER) [ ] Tax Identification Number is: >
Certification - Under penalties of perjury, I certify by signing below that:
(1) The number shown on this form is my correct taxpayer identification number
(OR I AM WAITING FOR A NUMBER TO BE ISSUED TO ME), AND
(2) I am not subject to backup withholding because:
(a) I am exempt from backup withholding or
(b) I have not been notified by the Internal Revenue Service
(IRS) that I am subject to backup withholding as a result of
a failure to report all interest or dividends, or
(c) the IRS has notified me that I am no longer subject to backup
withholding.
CERTIFICATION INSTRUCTIONS - You must cross out item (2) above if you have been
notified by the IRS that you are currently subject to backup withholding because
of underreporting interest or dividends on your tax return.
FOR SOLE PROPRIETORSHIP ACCOUNTS ONLY: SP
[ ] By checking this box I certify that Name of Company
the following company is a sole
| proprietorship ------------>
Page 34 of 45
BY SIGNING THIS AGREEMENT YOU:
1. ACKNOWLEDGE THAT, IF YOU HAVE BEEN ADVANCED CREDIT, YOUR SECURITIES MAY BE
LOANED TO XXXXX XXXXXXX OR LOANED OUT TO OTHERS.
2. UNDERSTAND THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE AS SHOWN
ON PAGE 7, PARAGRAPH 15.
3. ACKNOWLEDGE RECEIPT OF A COPY OF THIS AGREEMENT.
-------------------------------------------------------------------------------
NONDEPOSIT INVESTMENT PRODUCTS ARE NOT INSURED BY THE FDIC, ARE NOT DEPOSITS OR
OTHER OBLIGATIONS OF OR GUARANTEED BY U.S. BANK NATIONAL ASSOCIATION OR ITS
AFFILIATES, AND INVOLVE INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL
AMOUNT INVESTED.
-------------------------------------------------------------------------------
You consent and agree to the foregoing terms and conditions and acknowledge
receipt of a copy thereof.
Signature Date| Name (please print) Title (if applicable)
--------------------------------------------------------------------------------
|Signature (if applicable) Date| Name (please print) Title (if applicable)
--------------------------------------------------------------------------------
Page 35 of 45
