Xxxxxxx & Orkin
Attn: Compliance Dept.
0000 Xxxxx Xxxxx
0000 Xxxxxxxxx Xx.
Xxxxxxx, XX 00000
AGREEMENT FOR
PRIME BROKERAGE CLEARANCE SERVICES
This Agreement sets forth the terms and conditions under which PaineWebber
Incorporated, its successors and assigns ("PaineWebber") will clear your
securities transactions with such broker-dealer as you may designate, from
time to time, as your prime broker (the "Prime Broker"), provided that
PaineWebber has entered into a Prime Brokerage Agreement with such broker-
dealer with respect to your prime brokerage transactions (hereinafter
referred to as "Prime Brokerage Transaction(s)").
1. ESTABLISHMENT OF ACCOUNT
------------------------
PaineWebber will clear your Prime Brokerage Transactions in a broker-dealer
credit account established in the name of your Prime Broker and designated
for your benefit. On the settlement date for each Prime Brokerage
Transaction, PaineWebber will deliver or receive your securities to or from
your Prime Broker against payment in full by or to your Prime Broker on your
behalf.
2. CUSTOMER TRADES
---------------
Your hereby authorize PaineWebber to inform your Prime Broker on the DTC ID
System, or any successor system, of all the details of each Prime Brokerage
Transaction you instruct to be cleared by PaineWebber for your account,
including, but not limited to, the contract amount, the security involved,
the number of shares or number of units, and whether the transaction was a
long or short sale or a purchase (collectively, the "Trade Data"), and you
hereby agree to inform your Prime Broker of the Trade Data on the trade date
by the time designated to you by your Prime Broker. In the event of any
discrepancy in the Trade Data reported to your Prime Broker by you and the
Trade Data reported to your Prime Broker by PaineWebber you shall be
responsible for resolving such discrepancy promptly, and you shall be liable
to PaineWebber for any loss, cost or expense sustained by PaineWebber
arising out of such Prime Brokerage Transaction.
3. APPLICABLE LAW AND REGULATIONS
------------------------------
All Prime Brokerage Transactions shall be subject to all applicable laws and
the rules and regulations of all federal, state, and self-regulatory
agencies including, but not limited to, the Securities and Exchange
Commission, all relevant securities and commodity exchanges, the Municipal
Securities Rulemaking Board, the National Association of Securities Dealers,
the Board of Governors of the Federal Reserve System, and the constitution,
rules and customs of the exchange or market (and its clearing house, if any)
where executed. In addition, all Prime Brokerage Transactions shall be
performed in a manner not inconsistent with the SEC No-Action Letter dated
January 25, 1994 relating to prime brokerage services, which was issued by
the Division of Market Regulation (the "SEC Letter"), as the same may be
amended, modified or supplemented from time to time.
4. SHORT SALES
-----------
When placing any order to sell securities short for your account, you are
responsible for designating the order as such, and you hereby authorize
PaineWebber to xxxx the order as being "short." You further agree to
provide PaineWebber with information concerning any securities borrowing
arrangements made by you and/or your Prime Broker in connection with any
short sales.
5. CUSTOMER QUALIFICATION
----------------------
(a) You understand that you shall be required to maintain in your account
with your Prime Broker such minimum net equity in cash or securities as may
be required, from time to time, by your Prime Broker (the "Minimum Net
Equity"), which shall in no event be less than the minimum net equity
required by the SEC Letter, as such requirement may be amended from time to
time. You further understand that in the event your account falls below
such Minimum Net Equity, you shall bring your account into compliance in a
timely fashion. Each time your enter an order with PaineWebber, you hereby
represent that you shall be in compliance with such Minimum net Equity or
will notify PaineWebber otherwise.
(b) In the event that your Prime Broker indicates its intention to
disaffirm any trade, you hereby authorized and instruct your Prime Broker to
provide to PaineWebber, upon the request of PaineWebber, the following
information: (i) the account or accounts to which any of your orders or
trades relate; (ii) the instructions, if any, provided to your Prime Broker
regarding the allocation of any orders or trades to any sub-accounts; and
(iii) information available to your Prime Broker with respect to any net
equity in the account. In addition, this Agreement will serve as further
authorization and instruction to your Prime Broker to furnish to PaineWebber
in the event of a disaffirmance all such further and additional information
concerning an account as PaineWebber shall request, provided that such
authorization shall have been confirmed by you in a separate letter
addressed and delivered to your Prime Broker and PaineWebber. This
paragraph shall remain in effect so long as this Agreement is in effect,
shall survive the termination of this Agreement and shall apply to all
orders and trades given by you to PaineWebber for clearance and settlement
through your Prime Broker. You hereby agree to release and discharge your
Prime Broker from all responsibility and liability arising out of or
incurred in connection with your Prime Broker furnishing any information to
PaineWebber pursuant to this paragraph.
6. CONFIRMATIONS
-------------
PaineWebber shall confirm the Trade Data to your Prime Broker and shall
issue a confirmation for each Prime Brokerage Transaction by the morning of
the next business day after trade date. As used in this Agreement, the term
"business day" means any day which is not a Saturday or Sunday on which the
New York Stock Exchange, Inc. is open for business. You may direct
PaineWebber to send confirmations to you in care of your Prime Broker; the
form of such directive is attached to this Agreement as Appendix A.
7. CUSTOMER'S SETTLEMENT OBLIGATION
--------------------------------
In the event your Prime Broker indicates its intention not to settle,
or fails to settle, any of your Prime Brokerage Transactions, you shall be
responsible and liable to PaineWebber for settling such Prime Brokerage
Transaction(s) directly with PaineWebber in a margin account that
PaineWebber will open or has opened in your name on its books in accordance
with Regulation T of the Board of Governors of the Federal Reserve System.
PaineWebber shall send you a new confirmation of the replacement
transaction(s).
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8. DISCRETIONARY ACCOUNT
---------------------
(a) If your account is managed on a discretionary basis by an investment
advisor, money manager or other person ("advisor"), you hereby acknowledge
that your prime Brokerage Transactions may be commingled with those of other
accounts of your advisor ("sub-accounts"), according to your advisor's
instructions, for clearance by PaineWebber in a single bulk trade and for
settlement in bulk with your Prime Broker. You further acknowledge that in
the event the Prime Broker indicates its intention not to settle or does not
settle such bulk trade because of one or more sub-accounts receiving an
allocation PaineWebber will either cancel and rebill the bulk trade to
reflect the reduction of the securities which were originally allocated to
the objectionable sub-accounts in accordance with your advisor's
instructions. To facilitate such allocation, PaineWebber may open and carry
an account in your name on its books and you shall be solely responsible and
liable to PaineWebber for settling such transaction directly with
PaineWebber. Your acknowledge that your advisor may resubmit the bulk trade
and execute a corrected allocation of the Prime Brokerage Transaction.
(b) If you are executing this Agreement on behalf of a customer whose
account is managed by you, you hereby represent and covenant to PaineWebber
that (i) each time you execute an order on behalf of such customer, such
customer is in compliance with the Minimum Net Equity or you shall notify
PaineWebber otherwise; (ii) you shall not enter an order for such customer
in the event such customer falls below the Minimum Net Equity; (iii) you
will provide PaineWebber with such information as is necessary to enable
PaineWebber to open up an account for the benefit of such customer by
completing the schedule attached hereto; (iv) you have sufficient knowledge
of such customer to make the representation set forth in paragraph 19 of
this Agreement and (v) you have been duly authorized by the customer to
execute this Agreement, to bind such customer to arbitration, to enter
orders to effect Prime Brokerage Transactions, to execute a directive to
PaineWebber regarding the mailing of confirmations, to disclose such
financial information as PaineWebber deems necessary to effect such
transactions and to take such other actions as are contemplated by this
Agreement.
9. FEES AND CHARGES
----------------
You understand that PaineWebber may charge commissions and other fees for
clearance or any other service furnished to you and you agree to pay such
commissions and fees at PaineWebber's then prevailing rates. You further
understand that service fees, if any, may be changed from time to time, upon
30 days prior written notice to you.
10. RESTRICTIONS ON ACCOUNT
-----------------------
You understand that PaineWebber, in its sole discretion, may refuse to
accept or execute Prime Brokerage Transactions on you behalf or restrict or
prohibit trading of securities in your account(s) with PaineWebber, or
refuse to clear your securities transactions.
11. DEFAULT
-------
If (i) you fail to perform your settlement obligations or in the event your
Prime Broker indicates its intention not to settle, or fails to settle, any
of your Prime Brokerage transactions, as set forth in paragraph 7 of this
Agreement, (ii) any representation made by you shall have been incorrect or
untrue in any material respect when made, (iii) you shall have admitted your
inability to, or intention not to, perform any of your obligations
hereunder, (iv) you file a petition or other proceeding in bankruptcy,
insolvency, or for the appointment of a receiver, or such a petition or
proceeding is filed against you, (v) a levy or an attachment is made against
your account(s) with PaineWebber, (vi) you die, become mentally incompetent
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or you are a corporation that dissolves or (vii) you shall have otherwise
breached the terms of this Agreement (any one being an "Event of Default"),
PaineWebber shall have the right to sell, without prior notice to you, any
and all property in which you have an interest held by or for the benefit of
PaineWebber, to buy any property that may have been sold short, to cancel
any outstanding transactions and/or to purchase or sell any other securities
or other instruments to offset market risk, and you shall be liable to
PaineWebber for all losses, costs and expenses caused by such Event of
Default, together with interest earned thereon from the date of such Event
of Default at the prime rate, until payment in full is received by
PaineWebber.
12. LEGALLY BINDING
---------------
You hereby agree that this Agreement and all terms hereof shall be binding
upon you and your estate, heirs, executors, administrators, personal
representatives, successors and assigns. You agree that all Prime Brokerage
Transactions shall be for your account(s) in accordance with your oral or
written instructions. You hereby waive any and all defenses that any such
instruction was not in writing as may be required by the Statute of Frauds
or any other similar law, rule or regulation.
13. CLEARANCE ACCOUNTS
------------------
In the event your prime Brokerage Transactions are executed by your broker,
who has introduced your account to PaineWebber for clearance services only,
you agree that your broker and its employees are third party beneficiaries
of this Agreement, and that the terms and conditions hereof, including the
Arbitration and Telephone Conversations provisions, shall be applicable to
all matters between or among any of you, your broker and its employees, and
PaineWebber and its employees.
14. MARGIN ACCOUNT, SECURITY INTEREST, CONSENT TO LOAN OR PLEDGE SECURITIES
-----------------------------------------------------------------------
(a) You hereby agree to deposit and maintain such margin in your margin
account as PaineWebber may in its sole discretion require, and you agree to
pay immediately on demand any debit balance therein. Upon your failure to
pay, or at any time PaineWebber deems necessary for its protection, without
prior demand, call or notice, PaineWebber shall be entitled to exercise all
rights and remedies provided herein. Unless you advise us to the contrary,
you represent that you are not an affiliate (as defined in Rule 144(a)(1)
under the Securities Act of 1933) of the issuer or any security held in your
account.
(b) As security for the payment of your obligations to PaineWebber,
PaineWebber shall have a continuing security interest in all property in
which you have an interest held by or for the benefit of PaineWebber and
may, without prior notice to you, apply or transfer any such property. In
the event of a breach or default under this Agreement, PaineWebber shall
have all rights and remedies available to a secured creditor in addition to
the rights and remedies provided herein.
(c) Within the limits of applicable law and regulations, you hereby
authorize PaineWebber to lend either to itself or to others any securities
held by or for the benefit of PaineWebber in your account, together with all
attendant rights of ownership, and to use all such property as collateral
for its general loans. Any such property, together with all attendant
rights of ownership, may be pledged, repledged, hypothecated or
rehypothecated either separately or in common with other such property for
any amounts due to PaineWebber thereon or for a greater sum, and PaineWebber
shall have no obligation to retain a like amount of similar property in its
possession and control.
4
(d) You hereby acknowledge receipt of PaineWebber's Statement of Credit
Practices. You understand that interest will be charged on any debit
balances in your account, in accordance with the methods described in such
statement or in any amendment or revision thereto which may be provided to
you. Any debit balance which is not paid at the close of any interest
period will be added to the opening balance for the next interest period.
15. AMENDMENT; ENTIRE AGREEMENT
---------------------------
You agree that PaineWebber may modify the terms of this Agreement at any
time upon prior written notice. If such modifications are unacceptable to
you, you must notify PaineWebber in writing within 30 days of PaineWebber's
transmittal of such notice. Your account may then be terminated by
PaineWebber, after which you agree to remain liable to PaineWebber for all
existing liabilities or obligations. Otherwise, this Agreement may not be
waived or modified absent a written instrument signed by an authorized
representative of PaineWebber. Except as set forth above, this Agreement
represents the entire agreement and understanding between you and
PaineWebber concerning the subject matter hereof.
16. TELEPHONE CONVERSATIONS
-----------------------
For the protection of both you and PaineWebber, and as a tool to correct
misunderstandings, you hereby authorize PaineWebber in its discretion and
without prior notice to you, to monitor and/or record any and all telephone
conversations between you, PaineWebber and any of PaineWebber's employees or
agents. You acknowledge that PaineWebber may determine not to make or keep
such recordings and such determination shall not in any way affect any
party's rights.
17. ASSIGNABILITY
-------------
This Agreement and the rights and obligations arising out of the Prime
Brokerage Transactions cleared pursuant hereto may not be assigned without
the prior written consent of either party, other than by PaineWebber as part
of a general transfer of PaineWebber's business.
18. SEVERABILITY
------------
If any provision of this Agreement is or becomes inconsistent with any
applicable present or future law, rule or regulation, that provision shall
be deemed modified or, if necessary, rescinded in order to comply with the
relevant law, rule or regulation. All other provisions of this Agreement
shall continue to remain in full force and effect.
19. CAPACITY TO CONTRACT; CUSTOMER AFFILIATION
------------------------------------------
You represent that you are of legal age and that, unless you have notified
PaineWebber to the contrary, neither you nor any member of your immediate
family is an employee of any exchange or member thereof, an employee of the
National Association of Securities Dealers, Inc. or a member thereof, an
employee of any corporation, firm or individual engaged in the business of
dealing, as broker or principal, in securities, options or futures, or an
employee of any bank, trust company or insurance company.
20. EXTRAORDINARY EVENTS
--------------------
PaineWebber shall not be held liable for losses caused directly or
indirectly by government restrictions, exchange or market rulings,
suspension of trading, war, strikes or other conditions beyond its control.
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21. HEADINGS
--------
The headings of the provisions hereof are for descriptive purposes only and
shall not modify or qualify any of the rights or obligations set forth in
such provisions.
22. GOVERNING LAW
-------------
This Agreement shall be governed by the laws of the State of New York
without giving effect to the conflicts of law principles thereof.
23. DESIGNATION OF ADVISOR/AGENT
----------------------------
If your account is managed by an advisor, as such term is defined in
paragraph 8(a), or by an agent, and you are executing this agreement, you
hereby authorize __________________ to engage in prime Brokerage
Transactions on your behalf, and you hereby represent and covenant that such
advisor has been duly authorized by you to take such actions as are
contemplated by this Agreement.
24. ARBITRATION DISCLOSURES
-----------------------
ARBITRATION IS FINAL AND BINDING ON THE PARTIES.
* THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDIES IN COURT, INCLUDING
THE RIGHT TO JURY TRIAL.
* PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED THAN AND DIFFERENT
FROM COURT PROCEEDINGS.
* THE ARBITRATORS' AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR
LEGAL REASONING AND ANY PARTY'S RIGHT TO APPEAL OR SEEK MODIFICATION OF
RULINGS BY THE ARBITRATORS IS STRICTLY LIMITED,
* THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A MAJORITY OF ARBITRATORS
WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY.
25. ARBITRATION
YOU AGREE, AND BY AGREEING TO MAINTAIN AN ACCOUNT IN THE NAME OF YOUR PRIME
BROKER AND DESIGNATED FOR YOUR BENEFIT, PAINEWEBBER AGREES, THAT
CONTROVERSIES ARISING BETWEEN YOU AND PAINEWEBBER, ITS CONTROL PERSON,
PREDECESSORS, SUBSIDIARIES AND AFFILIATES AND ALL RESPECTIVE SUCCESSORS,
ASSIGNS AND EMPLOYEES, WHETHER ARISING PRIOR TO, ON OR SUBSEQUENT TO THE
DATE HEREOF, SHALL BE DETERMINED BY ARBITRATION. ANY ARBITRATION UNDER THIS
AGREEMENT SHALL BE HELD AT THE FACILITIES AND BEFORE AN ARBITRATION PANEL
APPOINTED BY THE NEW YORK STOCK EXCHANGE, INC., THE AMERICAN STOCK EXCHANGE,
INC., OR THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC. (AND ONLY
BEFORE SUCH EXCHANGES OR ASSOCIATION). YOU MAY ELECT ONE OF THE FOREGOING
FORUMS FOR ARBITRATION, BUT IF YOU FAIL TO MAKE SUCH ELECTION BY REGISTERED
MAIL OR TELEGRAM ADDRESSED TO PAINEWEBBER (OR ANY OTHER ADDRESS OF WHICH YOU
6
ARE ADVISED IN WRITING), BEFORE THE EXPIRATION OF TEN DAYS AFTER RECEIPT OF
A WRITTEN REQUEST FROM PAINEWEBBER TO MAKE SUCH ELECTION, THEN PAINEWEBBER
MAY MAKE SUCH SELECTION. FOR ANY ARBITRATION SOLELY BETWEEN YOU AND A
BROKER FOR WHICH PAINEWEBBER ACTS AS CLEARING AGENT, SUCH ELECTION SHALL BE
MADE BY REGISTERED MAIL TO SUCH BROKER AT ITS PRINCIPAL PLACE OF BUSINESS.
THE AWARD OF THE ARBITRATORS, OR OF THE MAJORITY OF THEM, SHALL BE FINAL,
AND JUDGMENT UPON THE AWARD RENDERED MAY BE ENTERED IN ANY COURT, STATE OR
FEDERAL HAVING JURISDICTION.
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 OR WHO IS A MEMBER OF A
PUTATIVE CLASS WHO HAS NOT OPTED OUT OF THE CLASS WITH RESPECT TO ANY CLAIMS
ENCOMPASSED BY THE PUTATTIVE 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 FOREBEARANCE TO ENFORCE AN AGREEMENT TO
ARBITRATE SHALL NOT CONSTITUTE A WAIVER OF ANY RIGHTS UNDER THIS AGREEMENT
EXCEPT TO THE EXTENT STATED HEREIN.
BY SIGNING THIS AGREEMENT YOU ACKNOWLEDGE THAT:
1. THE SECURITIES IN YOUR MARGIN ACCOUNT(S) AND ANY SECURITIES FOR WHICH
YOU HAVE NOT FULLY PAID, TOGETHER WITH ALL ATTENDANT OWNERSHIP RIGHTS, MAY
BE LOANED TO PAINEWEBBER OR LOANED OUT TO OTHERS AND;
2. YOU HAVE RECEIVED A COPY OF THIS AGREEMENT.
THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE AT PARAGRAPH 25.
THIS AGREEMENT IS DATED AS OF MARCH 28, 1995.
/s/ Xxxxxxx X. Xxxxx
(Signature)
Xxxxxxx X. Xxxxx, President________ Account No.:___________________________
(Typed or Printed Name)
Social Security # or Tax ID: __________
Caldwell& Orkin, Inc.
(Signature)
___________________________________
(Typed or Printed Name)
___________________________________
___________________________________
___________________________________
(Mailing Address)
7
PAINEWEBBER INCORPORATED
___________________________________
By:/s/ Xxxxxxx X. Xxxxxx
Title: V.P.
* If this is a joint account, both names must sign. Persons signing on
behalf of others should indicate the titles or capacities in which they
are signing.
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SCHEDULE
LIST OF MANAGED ACCOUNTS COVERED BY PRIME BROKERAGE SERVICES AGREEMENT
CUSTOMER NAME ADDRESS TAX I.D. NO.
Xxxxxxxx & Orkin 0000 Xxxxx Xxxxx 00-0000000
Aggressive Growth Fund 0000 Xxxxxxxxx Xxxx
Xxxxxxx, Xxxxxxx 00000
Xxxxxxx
Xxxxxxxx & Orkin
Aggressive Growth Fund Same Same
Xxxxxx
_________________________ ____________________ ____________________
_________________________ ____________________ ____________________
C & O Partners Same 00-0000000
Xxxxxxx
_________________________ ____________________ ____________________
C & O Partners Same 00-0000000
Xxxxxx
_________________________ ____________________ ____________________
_________________________ ____________________ ____________________
_________________________ ____________________ ____________________
_________________________ ____________________ ____________________
_________________________ ____________________ ____________________
_________________________ ____________________ ____________________
_________________________ ____________________ ____________________
_________________________ ____________________ ____________________
_________________________ ____________________ ____________________
_________________________ ____________________ ____________________
_________________________ ____________________ ____________________
_________________________ ____________________ ____________________
_________________________ ____________________ ____________________
_________________________ ____________________ ____________________
_________________________ ____________________ ____________________
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APPENDIX A
INSTRUCTIONS REGARDING THE MAILING OF CONFIRMATIONS
---------------------------------------------------
The undersigned customer has entered into an Agreement for Prime Brokerage
Clearance Services (the "Agreement") with PaineWebber Incorporated
("PaineWebber") which provides, among other things, that PaineWebber shall
issue a confirmation for each transaction it executes or clears on behalf of
the undersigned, unless the undersigned directs PaineWebber, in writing, to
send confirmations to the undersigned in care of the undersigned's prime
broker.
The undersigned hereby requests that PaineWebber, as executing broker or as
clearing agent for an executing broker, to send confirmations to the
undersigned in care of the undersigned's prime broker. This instrument
shall not be deemed to be either incorporated in or made a part of the
Agreement.
The undersigned acknowledges that if its account is managed on a
discretionary basis by an investment advisor or money manager, each
confirmation may cover a single bulk trade representing transactions that
have been commingled with those of other accounts of the undersigned's
advisor.
By accepting these conditions, PaineWebber hereby acknowledges that this
instrument is not a condition for entering into the Agreement or the prime
brokerage agreement. PaineWebber further agrees that it shall not charge
differential fees based on whether an instruction such as this provided nor
shall PaineWebber otherwise create incentives for the undersigned to execute
this instruments.
____________________________________
(Typed or Printed Name)
____________________________________
(Signature)
____________________________________ Account No: ______________________________
(Typed or Printed Name)
____________________________________ Social Security # or Tax ID ______________
(Signature)
* If this is a joint account, both names must sign. Persons signing on
behalf of others should indicate the titles or capacities in which they
are signing.
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CAPITAL MARKETS
PaineWebber Incorporated
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
*SECOND REQUEST*
PAINEWEBBER
September 20, 1994
XXXXXXXX & ORKIN
ATTN: COMPLIANCE DEPT.
0 XXXXXXXX XXXXXX
XXXXX 000
XXXXXXX, XX 00000
Recently the Division of Market Regulation of the Securities and Exchange
Commission (the "SEC") issued a no-action letter regarding the applicability
of certain sections and rules of the Securities Exchange Act of 1934 and
Regulation T to prime broker arrangements. The no-action letter specifies
certain conditions that must be met by prime brokers, executing brokers, and
customers in order for those parties to establish and maintain a prime
brokerage arrangement.
Since you have selected PaineWebber Incorporate ("PaineWebber") as an
executing broker to execute your securities transactions and clear those
transactions with your Prime Broker, it will be necessary for you to
complete and execute the enclosed Agreement for Prime Brokerage Clearance
Services (the "Agreement"). The Agreement specifies the obligations and
responsibilities of the parties regarding the prime brokerage arrangement.
The obligations and responsibilities contained in the Agreement are
consistent with the conditions specified in the SEC no-action letter.
Please review the Agreement in its entirety, complete those portions of the
Agreement which pertain to you and, finally, sign and date the Agreement
where indicated. If you elect to have PaineWebber send confirmations of
your transactions to you in care of your Prime Broker, please complete and
execute the Appendix A attached to this statement.
Please return the labeled executed copy of the Agreement to the undersigned;
the second is for your files. In addition, pursuant to the Agreement, we
have enclosed a copy of PaineWebber's Statement of Credit Practices.
Should you have any questions with respect to the Agreement, or the terms
and conditions contained therein, please contact the undersigned at (212)
713-4148.
Very truly yours,
/s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
Vice President
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