Margin Account Agreement
To: National Financial Services Corporation ("NFSC" or "you").
1. I agree as follows with respect to all of my accounts, in which
I have an interest alone or with others, which I have opened or will open
in the future, with you for the purchase and sale of securities. I hereby
acknowledge that I have read, understand and agree to the terms set forth
below. Upon acceptance of my application(s), I understand NFSC will
maintain an account for me and, as my broker, buy or sell securities or
other products according to my instructions. All decisions relating to my
investment or trading activity shall be made by me or my duly authorized
representative. Any information I give NFSC on this account agreement
will be subject to verification, and I authorize you to obtain a credit
report about me at any time. Upon written request, NFSC will provide the
name and address of the credit reporting agency used. I authorized NFSC,
and my Broker/Dealer to exchange credit information about me. My
Broker/Dealer also may tape record conversations with me in order to
verify data concerning any transactions I request, and I consent to such
recording. I also understand that my account(s) is carried by National
Financial Services Corporation (NFSC), and that all terms of this
agreement also apply between me and NFSC. I have carefully examined my
financial resources, investment objectives, tolerance for risk along with
the terms of the margin agreement, and have determined that margin
financing is appropriate for me. I understand that investing on margin
involves the extension of credit to me and that my financial exposure
could exceed the value of my securities.
2. I am of legal age in the state in which I reside and represent
that, except as otherwise disclosed to you in writing, I am not an
employee of any Exchange or of a Member Firm of any Exchange or the NASD,
or of a bank, trust company, or insurance company and that I will promptly
notify you if I become so employed.
3. All transactions through NFSC are subject to the constitution,
rules, regulations, customs, and usages of the exchange, market or
clearing house where executed, as well as to any applicable federal or
state laws, rules and regulations.
4. Any and all credit balances, securities, or contracts relating
thereto, and all other property of whatsoever kind belonging to me or in
which I may have an interest held by you or carried for my accounts shall
be subject to a general lien for the discharge of my obligations to you
(including unmatured and contingent obligations) however arising and
without regard to whether or not you have made advances with respect to
such property and without notice to me may be carried in your general
loans and all securities may be pledged, repledged, hypothecated or
rehypothecated, separately or in common with other securities or any other
property, for the sum due to you thereon or for a greater sum and without
retaining in your possession and control for delivery a like amount of
similar securities or other property. At any time and from time to time
you may, in your discretion, without notice to me, apply and/or transfer
any securities, contracts relating thereto, cash or any other property
therein, interchangeably between any of my accounts, whether individual or
joint from any of my accounts to any account guaranteed by me. You are
specifically authorized to transfer to my cash account, on the settlement
day following a purchase made in that account, excess funds available in
any of my other accounts, including but not limited to any free balances
in any margin account, sufficient to make full payment of this cash
purchase. I agree that any debit occurring in any of my accounts may be
transferred by you at your option to my margin account.
5. I will maintain such margins as you may in your discretion
require from time to time and will pay on demand any debit balance owing
with respect to any of my accounts. I will be liable to you for any
deficiencies in such account in the event of the liquidation of such
accounts, in whole or in part, by you or the undersigned. Whenever in
your discretion you deem it desirable for your protection (and without the
necessity of a margin call), including but not limited to extreme market
volatility or trading volumes, an instance where a petition in bankruptcy
or for the appointment of a receiver is filed by or against me, or an
attachment is levied against my account, or in the event of notice of my
death or incapacity, or in compliance with the orders of any Exchange, you
may, without prior demand, tender, and without any notice of the time or
place of sale, all of which are expressly waived, sell any or all
securities, or contracts relating thereto which may be your possession, or
which you may be carrying for me, or by any securities, or contracts
relating thereto of which my account or accounts may be short, in order to
close out in whole or in part any commitment in my behalf or you may place
stop orders with respect to such securities and such sale or purchase may
be made at your discretion on any Exchange or other market where such
business is then transacted, or at public auction or private sale, with or
without advertising and neither any demands, calls, tenders or notices
which you may make or give in any one or more instances nor any prior
course of conduct or dealings between us shall invalidate the aforesaid
waivers on my part. You shall have the right to purchase for your own
account any or all of the aforesaid property at such sale, discharged of
any right of redemption which is hereby waived. I understand that my
financial exposure could exceed the value of securities in my account.
6. In the absence of a specific demand, all transactions in any of
my accounts are to be paid for, securities delivered or required margin
deposited, no later than 2 p.m. Eastern Time on the settlement date. NFSC
reserves the right to cancel or liquidate at my risk any transaction not
timely settled. Margin calls are due on the date indicated regardless of
the settlement date of the transaction. For most stocks and bonds, the
settlement date is the fifth business day following the trade date.
Settlement dates for U.S. government issues vary. Options settle on the
next business day. Interest will be charged on any debit balance which
remains in my account past the settlement date as explained in the
Disclosure of Credit Terms section of this Agreement.
7. I agree to be charged interest on any credit extended to or
maintained for me by you for the purpose of purchasing, carrying or
trading in any security. The annual rate of interest which will be
charged on net debit balances will be calculated by means of a formula
based on the rate for brokers' call money published in financial sections
of newspapers. The annual rate of interest is subject to change without
prior notice in accordance with changes in the brokers' call money rate.
With the exception of a credit balance in the short account, all other
credit balances in all cash and margin accounts are combined and interest
is charged to the margin account on any resulting debit balance. Interest
is computed monthly on the net debit balances during the month. If during
the month, there is a change in interest rates, separate charges will be
shown for each interest period under he different rate. The combining of
balances, as well as the actual interest calculations, are done by
computer, but interest is arrived at by multiplying the net debit balance
by the effective rate of interest divided by 360, times the number of
days. In the event there is a decline in the market value of the
securities in the margin account, you may have to request additional
collateral. Generally, such a request for additional collateral will be
made by you when the equity in the account falls below 30%. However, you
retain the right to require additional margin at any time you deem it
necessary or advisable. Any such call for additional collateral may be
met by delivery of additional marginable securities or cash. Any
securities in any of the accounts of the undersigned are collateral for
any debit balances in the account with you. A lien is created by these
debits to secure the amount of money owed you. This means that, in
accordance with the terms of this agreement, securities in the said
accounts can be sold by you to redeem or to liquidate any debit balances
in these accounts.
8. I agree that, in giving orders to sell, all "short" sale orders
will be designated as "short" and all "long" sale orders will be
designated as "long" and that the designation of a sell order as "long" is
a representation on my part than I own the security and, unless otherwise
waived by you in your discretion that I have delivered such security to
you.
9. Reports of the execution of orders and statements of my account
shall be conclusive if not objected to in writing within five days and ten
days, respectively, after transmittal to me by mail or otherwise.
10. All communications including margin calls may be sent to me at my
address given you, or at such other address as I may hereafter give you in
writing, and all communications so sent, whether in writing or otherwise,
shall be deemed given to me personally, whether actually received or not.
11. I am liable for payment upon demand of any debit balance or other
obligation owed in any of my accounts or any deficiencies following a
whole or partial liquidation, and I agree to satisfy any such demand or
obligation. Interest will accrue on any such deficiency at prevailing
margin rates until paid. I agree to reimburse NFSC for al reasonable
costs and expenses incurred int he collection of any debit balance or
unpaid deficiency in any of my accounts, including, but not limited to,
attorneys' fees.
12. NFSC is not liable for any losses caused directly or indirectly
by government restrictions, exchange or market rulings, suspension of
trading or other conditions beyond its control, including, but not limited
to, extreme market volatility or trading volumes.
13. No waiver of any provision of this Agreement shall be deemed a
waiver of any other provision, nor a continuing waiver of the provision or
provisions so waived.
14. I understand that no provision of this Agreement can be amended
or waived except by an officer of your Company, and that this Agreement
shall continue in force until its termination by me is acknowledged in
writing by an officer of your Company; or until written notice of
termination by you shall have been mailed to me at my address last given
you.
15. This contract shall be governed by the laws of the Commonwealth
of Massachusetts, and shall inure to the benefit of your successors and
assigns, and shall be binding on the undersigned, his heirs, executors,
administrators, successors, and assigns.
16. If any provision hereof is or at any time should become
inconsistent with any present or future law, rule or regulation of any
securities exchange, or of any sovereign government or a regulatory body
thereof and of these bodies have jurisdiction over the subject matter of
this Agreement, said provision shall be deemed to be superseded or
modified to confirm to such law, rule or regulation, but in all other
respect this Agreement shall continue and remain in full force and effect.
17. If the undersigned shall consist of more than one individual,
their obligations under Agreement shall be joint and several.
18. I understand that you may deliver margin calls and other notices
to my agent, ___________________________________ or the sole purpose of
collection of obligations of mine under this agreement. I agree to the
foregoing and further understand that ________________________________ may
act on your behalf with respect to margin calls in your discretion.
19. I represent that I have read and understand the Disclosure of
Credit Terms on Transactions, I further understand that they may be
amended from time to time.
20. YOU ARE HEREBY AUTHORIZED TO LEND SEPARATELY OR TOGETHER WITH THE
PROPERTY OF OTHERS EITHER TO YOURSELVES OR TO OTHERS AND PROPERTY WHICH
YOU MAY BE CARRYING FOR ME ON MARGIN. THIS AUTHORIZATION SHALL APPLY TO
ALL ACCOUNTS CARRIED BY YOU FOR ME AND SHALL REMAIN IN FULL FORCE UNTIL
WRITTEN NOTICE OF REVOCATION IS RECEIVED BY YOU AT YOUR PRINCIPAL OFFICE
IN BOSTON, MASSACHUSETTS.
I REPRESENT THAT I HAVE READ THE TERMS AND CONDITIONS AS CURRENTLY IN
EFFECT AND AGREE TO BE BOUND BY SUCH TERMS AND CONDITIONS AS CURRENTLY IN
EFFECT AND AS MAY BE AMENDED FROM TIME TO TIME. THIS ACCOUNT IS GOVERNED
BY A PRE-DISPUTE ARBITRATION CLAUSE WHICH IS ENCLOSED. I ACKNOWLEDGE
RECEIPT OF THE PRE-DISPUTE ARBITRATION CLAUSE.
Date: _______________________________
Customer's Signature/Date: ___________________________________________
Signature of Joint Tenant (if any)/Date: ______________________________
_______________________________________________________________________
