SECURITIES AGREEMENT Exhibit 4
Limited Partnership-Margin Account Prudential Securities
_______________________________________________________________________________
PIONEER VENTURE FUND Account Number 0EO 335705 A4
2000 PASADEA AVENUE TIN #F95-4598549
XXX XXXXXXX XX 00000
Package Number: 19961127 0EO 004862
_______________________________________________________________________________
This agreement describes the terms and conditions which govern our Prudential
Securities Incorporated ("PSI") margin securities account. We agree to comply
with these terms and conditions.
1. Unless we give you written notice to the contrary, we are not and will not be
employees of any exchange or a member firm of any exchange or the NASD. We are
the only persons who have an interest in this account.
2. This agreement will remain in effect for the life of the account and contains
our entire understanding. We may instruct PSI to close our account at any time,
and we understand we will be responsible for all fees, prior transactions,
transactions outstanding as of the time PSI receives our instruction to close
our account, as well as for all subsequent deliveries of our assets.
3. We agree to pay for all transactions no later than 2:00 p.m. (E.T.) on the
settlement date. PSI may require us to prepay for any order. PSI shall have a
general lien on all money, securities or other property ("property") we may have
on deposit with PSI or in which we have an interest, such as a joint account.
PSI may, without notice to us and at its discretion, liquidate or transfer any
such property in order to satisfy any indebtedness we may have to PSI or to
relieve PSI of any risk of a deficit existing in our account. We shall be liable
for any remaining deficiency in our account.
4. We agree to conduct our account in accordance with all applicable laws or
regulations as well as the rules and practices of any market or clearing house
through which our trades may be executed or processed. PSI may conduct all
transactions for us in accordance with the customs and usages of securities
firms and of the various exchanges. PSI's failure to comply with any rule or
regulation which is not otherwise a breach of this agreement shall not relieve
us of our obligations under this agreement.
5. PSI may, at its discretion, decline to accept any order from us including
instructions to deliver out our account. PSI may require that we transfer our
account from PSI. We understand that if we do not promptly transfer our account
upon PSI's demand, PSI reserves the right to liquidate positions in our account
at its discretion.
6. We agree to pay commissions, charges, interest and fees at PSI's prevailing
rates, which may change without notice to us except as otherwise provided by
law. We also agree to pay PSI's reasonable attorneys' fees and interest at the
highest lawful rate in the event PSI takes legal action to collect any amount
due from us to PSI.
7. PSI will send all written communications relating to our account to the
mailing address we have given PSI. We acknowledge that if we have a new address
we must advise PSI of that address. We understand that all communications sent
to the address we have given PSI are deemed to be
1
Prudential Securities
_______________________________________________________________________________
PIONEER VENTURE FUND Account Number 0EO 335705 A4
2000 PASADEA AVENUE TIN #F95-4598549
XXX XXXXXXX XX 00000
Package Number: 19961127 0EO 004862
_______________________________________________________________________________
personally delivered to each of us. We agree that we will have no claim against
PSI based on our failure to receive any communication.
8. All reports of the execution of orders (confirmations) and account statements
are binding on us unless we object in writing ten days after mailing to us. We
understand that we must advise the Branch Manager at the branch where our
account is held, in writing, if we think there is an error or omission in any
communication, even if an employee of PSI agrees to correct the error or
omission. We understand that, notwithstanding the price at which the execution
of an order was reported to us, the actual execution price is binding upon us.
9. If a court, regulatory agency or self-regulatory organization determines that
a provision of this agreement is invalid or unenforceable, that decision will
apply only to that provision; the rest of the agreement remains in effect. PSI
does not waive any of its rights under this agreement, even if it does not
insist at all times on strict compliance with all the terms of this agreement.
No part of this agreement can be changed unless it is agreed to by us and an
officer of PSI in writing.
10. Prudential Securities Incorporated client accounts are protected by SIPC and
PSI's excess insurance coverage.
11. This agreement is to be governed by the laws of the State of New York and
may be used for the benefit of PSI's successors or assigns. We, as well as our
representatives (which can include our heirs, executors, administrators, assigns
or attorneys-in-fact) are bound by the terms of this agreement.
12. - 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 to seek
modification of rulings by the arbitrators is strictly limited.
- The panel of arbitrators will typically include a minority of
arbitrators who were or are affiliated with the securities industry.
2
Prudential Securities
_______________________________________________________________________________
PIONEER VENTURE FUND Account Number 0EO 335705 A4
2000 PASADEA AVENUE TIN #F95-4598549
XXX XXXXXXX XX 00000
Package Number: 19961127 0EO 004862
_______________________________________________________________________________
We agree that any controversy arising out of or relating to our account, to
transactions with or for our account or any breach of this or any other
agreement between us, whether executed or to be executed within or outside of
the United States, and whether entered into prior, on or subsequent to the date
indicated on the signature page, shall be determined by arbitration. The
arbitration may be before either the New York Stock Exchange, Inc. or the
National Association of Securities Dealers, Inc. or any other self-regulatory
organization of which Prudential Securities incorporated is a member, as we may
elect and shall be governed by the laws of the State of New York. If we do not
make such election by registered mail addressed to PSI at PSI's main office
within five (5) days after demand by PSI that we make such election, then PSI
may make the election. Any notice in connection with such arbitration proceeding
may be sent to us by mail and we hereby waive personal service. Judgment upon
any award rendered by the arbitrators may be entered in any court having
jurisdiction, without notice to us. 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 putative class action
until: (i) the class certification is denied; or (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.
Partnership Account Agreement
We attest that this is a duly organized general partnership. All parties
authorized to act on behalf of this partnership have executed this agreement on
the signature page.
We are fully authorized to act alone on behalf of the partnership and may make
any commitments, agreements, and/or modifications, and may enter into
transactions of any kind, for this account. Each of the partners will sign all
agreements as are required in connection with transactions for this account, all
of the terms and provisions of such agreements, along with the terms of this
agreement shall be binding upon the partnership and upon each partner jointly
and severally.
PSI is hereby authorized to accept from any one partner any and all orders for
this account, and to act thereon, including, but not limited to, the cash
purchase or sale of securities as well as for the payment of money, including
payments to the person giving the order or any other action with respect
thereto.
PSI is also authorized to deliver to any one of the partners, securities held to
the credit of this account and to pay to any one of the partners, monies held by
PSI to the credit of this account.
PSI is further authorized to accept from each and any one of the partners all
orders and instructions, whether written or oral, which are hereby deemed
ratified and approved by and
3
Prudential Securities
_______________________________________________________________________________
PIONEER VENTURE FUND Account Number 0EO 335705 A4
2000 PASADEA AVENUE TIN #F95-4598549
XXX XXXXXXX XX 00000
Package Number: 19961127 0EO 004862
_______________________________________________________________________________
binding upon the others. Confirmations and other communications relating to this
account may be sent by PSI to any one of the general partners.
Each of us understands that, under the Rules of Fair Practice of the National
Association of Securities Dealers, securities in certain public offerings may
not be sold to any of the following:
(1) any officer, director, employee or agent of Prudential Securities
Incorporated;
(2) any officer, general partner, director, employee or agent of any other
broker/dealer;
(3) any senior officer of a bank, savings and loan company, insurance company,
registered investment company, registered investment advisory company or any
other institutional type domestic or foreign company engaged directly or
indirectly in buying or selling securities;
(4) any employee of one of the institutions in #(3) above who works in the
securities department of that institution or whose activities directly or
indirectly involve or may influence the function of buying or selling securities
for that institution;
(5) any person who may be in a position to act as a finder as to offerings or in
a fiduciary capacity to entities who may be underwriters of offerings (such as,
for example, attorneys, accountants, etc.); or
(6) a member of the immediate family of any person noted in #s (1) through (5)
above. ("Immediate family" for these purposes includes parents, parents-in-law,
spouse, sibling, sibling-in-law, children, or any relative to whose support the
person contributes directly or indirectly).
We represent that there (check one): is _______ is not _____ any party to this
account who is a person described in numbers (1) through (6) of this partnership
account agreement.
Margin Agreement
1. We agree to keep whatever margins PSI, in its sole discretion, requires. We
promise to pay on demand any debit balance which may be owing in our account.
2. We understand and agree that PSI may, at any time and in its sole discretion,
without any margin call or prior demand or notice, sell any property which it is
holding or carrying for us, or may buy any property which our account may be
short, in order to close out entirely or in part, any commitment we may owe to
PSI. PSI may place stop orders in regard to such property. Any sale or purchase
may be made in PSI's sole discretion on any exchange or other market, or at
4
Prudential Securities
_______________________________________________________________________________
PIONEER VENTURE FUND Account Number 0EO 335705 A4
2000 PASADEA AVENUE TIN #F95-4598549
XXX XXXXXXX XX 00000
Package Number: 19961127 0EO 004862
_______________________________________________________________________________
public auction or private sale and may be done with or without advertising. PSI
may buy for its own account such property and we waive any right to redeem that
property.
3. We understand that any prior demand, call or notice that PSI will provide us
will not amount to a waiver of its right to act without such demand, call or
notice.
4. We agree that in giving an order to sell, a sell order for which we do not
own or do not intend to deliver the security will be designated as "short" by
us; all other sale orders will be designated as "long" by us. We understand that
by designating a sell order as "long" we own the security, and that if the
security is not in PSI's possession we represent that we will deliver it on or
before the settlement date.
5. PSI and any firm succeeding to PSI are hereby authorized from time to time to
lend separately, or together with the property of others, either to PSI or to
others, any property, together with all attendant rights of ownership, which PSI
may be carrying for us on margin. In connection with such loans, PSI may receive
and retain certain benefits to which we will not be entitled. In certain
circumstances, such loans may limit, in whole or in part, our ability to
exercise voting rights of the securities lent. This authorization shall apply to
all accounts carried by PSI for us and shall remain in full force until written
notice of revocation is received by PSI at PSI's principal office in New York.
Interest Charge and Account Information
1. If any credit is extended to or maintained for me by Prudential Securities
Incorporated (PSI) for the purpose of purchasing, carrying or trading in any
securities or otherwise, I will be charged interest.
2. If I maintain a margin account with PSI, a portion of the purchase price must
be paid on or before the Due Date (which is the settlement date), pursuant to
the rules and regulations of the Federal Reserve Board, and the balance is
loaned to me. This loaned portion creates the debit balance upon which interest
is charged. Each additional purchase adds to my debit balance, as do my interest
charges and any other charge which may be assessed to my account.
3. Interest is charged on both margin accounts and cash accounts as set forth in
paragraphs 4 and 5 below. Such interest is charged at an annual rate of up to
2 % above the Prudential Securities Base Loan Rate (the "Base Loan Rate"). The
differential above the Base Loan Rate applicable to my account will be disclosed
to me in writing. The Base Loan Rate will not exceed the higher of (a) short
term market rates at which the corporation borrows funds to which a premium,
generally not to exceed 250 basis points, has been added or (b) competitive Base
Loan Rates posted by other selected broker-dealers. PSI will periodically reset
the Base Loan Rate and the rate applied to my account will change without notice
in accordance with the resets. When the Base Loan Rate changes during an
interest period, interest will be calculated according to the
5
Prudential Securities
_______________________________________________________________________________
PIONEER VENTURE FUND Account Number 0EO 335705 A4
2000 PASADEA AVENUE TIN #F95-4598549
XXX XXXXXXX XX 00000
Package Number: 19961127 0EO 004862
_______________________________________________________________________________
number of days each rate is in effect during the period. If the rate of interest
charged to me is increased for any reason, other than the change in the Base
Loan Rate, I will be given at least thirty (30) days' prior written notice. I
may contact my Financial Advisor to obtain the current Base Loan Rate. PSI's
loan agreements with its clients are governed by the laws of the State of New
York, where PSI maintains its principal place of business.
4. If I maintain a securities account with PSI, an interest charge will be
assessed if payment in full for securities purchased is not received by PSI on
or before the Due Date which appears on the trade confirmation. The interest
rate I will be charged for such late payments in my cash account will be equal
to the Base Loan Rate plus 2 %.
5. If I maintain a cash and margin account, any credit or debit balance in my
cash account will be combined with the balance in my margin account for the
purpose of computing interest. Interest charges will be made to my margin
account. The interest charged to my account by the close of the charge period is
added to the debit balance for the next charge period unless paid. The credit
generated by any short sales, including short sales against the box, does not
reduce my debit balance for the purpose of computing interest until the short
position is covered.
6. PSI's interest period runs from the Friday following the third Thursday of
the prior month to the third Thursday of the current month. Interest is
calculated on the average net daily debit balance which includes any credit (but
not credit for short sales) and debit balances in my cash and margin accounts
during the interest period. The interest charge is determined by multiplying the
average net daily debit balance by the rate of interest and by a fraction, the
numerator of which is the number of days in the interest period and the
denominator of which is 360. (The amount of interest charged in this manner is
approximately 1/100 or one percent higher than if the actual 365-day year were
utilized in the calculation).
This interest calculation is consistent with the manner in which PSI is
generally charged interest by its creditors. My monthly statement will show the
average daily balance and the interest rate used to arrive at the amount of
interest charged.
7. The NASD requires that I am advised of the following:
LIMIT ORDERS: By accepting my limit order for transactions in securities in the
NASDAQ market, PSI will undertake to monitor the interdealer market and seek to
execute my order in accordance with the applicable NASD rule and interpretation
thereof. The NASD rule provides as follows:
"A member firm that accepts and holds an unexecuted limit order from its
customer in a NASDAQ security and that continues to trade the subject security
for its own market-making account at prices that would satisfy the customer's
limit order, without executing that limit order under the specific terms and
conditions by which the order was accepted by the firm, shall be deemed to have
acted in a manner inconsistent with just and equitable principles of trade, in
violation of Article III, Section
6
Prudential Securities
_______________________________________________________________________________
PIONEER VENTURE FUND Account Number 0EO 335705 A4
2000 PASADEA AVENUE TIN #F95-4598549
XXX XXXXXXX XX 00000
Package Number: 19961127 0EO 004862
_______________________________________________________________________________
1 of the Rules of Fair Practice. Nothing in this section, however, requires
members to accept limit orders from their customers."
8. Funds arising from various securities transactions are transmitted to the
firm directly from issuers and offerors and through various intermediaries,
including securities depositories. Periodically those intermediaries pass on to
their participant broker-dealers, including PSI, some or all of the interest
they earn on the funds. Typically, this interest is earned as a result of the
method of payment utilized, e.g. the intermediary receives same day funds but
credits its participant broker-dealers in next day funds. To the extent PSI
receives such interest payments from an intermediary, the firm retains them.
9. FDIC rules require that I am informed that Prudential Securities Incorporated
is not a bank and that securities offered through PSI are not backed or
guaranteed by any bank or insured by the FDIC unless otherwise expressly
indicated.
I am invited to ask my Financial Advisor for more details about the above,
including PSI's margin requirements, lending rate, and the variations in these
requirements.
Payment for Order Flow
The Securities and Exchange Commission requires that all brokerage firms
disclose to their customers their policies and practices regarding receipt of
"payment for order flow." For this purpose, "payment for order flow" is
compensation paid to a brokerage firm by a registered securities exchange or
association (such as the American Stock Exchange, a regional stock exchange, and
the National Association of Securities Dealers, Inc.) or by another broker
dealer, in return for directing customer orders for execution. Examples of
non-cash compensation include reciprocal arrangements, discounts, rebates, or
reductions or credits against fees that would otherwise be payable in full by
the brokerage firm.
Our Policy
Certain exchanges offer credits against their fees if a member organization's
order flow is sufficient. Types of payment for order flow PSI may receive
include profit participations from specialists on regional exchanges in
connection with the overall profitability of the specialist unit in the stocks
in which we route orders to the specialists. We route orders to those
specialists if we can be reasonably sure that doing so will result in best
execution of the customers' orders. If you wish not to have a particular order,
or any of your orders, sent to a regional specialist, please let your Financial
Advisor know.
The factors we consider in determining where to send an order include (1)
opportunity for price improvement over other available prices, (2) reputation of
the exchange specialist who makes the market in the stock, (3) size of the
order, and (4) quality of previous order executions.
7
Prudential Securities
_______________________________________________________________________________
PIONEER VENTURE FUND Account Number 0EO 335705 A4
2000 PASADEA AVENUE TIN #F95-4598549
XXX XXXXXXX XX 00000
Package Number: 19961127 0EO 004862
_______________________________________________________________________________
Trade-by-Trade Disclosure
The confirmations for orders routed to regional specialists will state as
follows: "Prudential Securities acted as broker on this transaction.
Transactions in these securities are subject to payment for order flow. The
nature and source of additional cash or non-cash compensation, if any, received
by us in connection with your transaction will be provided upon written
request."
Price Improvement
When an order is executed at a price that is more favorable than existing
quotations, it has received "price improvement." When orders are routed to a
regional specialist, they are exposed to other orders, if any, represented in
that exchange at that time. In that way, they may receive an execution between
the existing bid/asked spread, which would be at a more favorable price than an
order to buy executed at the specialist's bid.
Subject to rules of the Intermarket Trading System and related "trade through"
rules, the regional specialists guarantee executions of market orders at least
as favorable as the best displayed bid (for a sale) or offer (for a purchase) at
the time of such execution on any national market for the stock. In some cases,
orders are sent from one marketplace to another if that would result in a better
execution.
Periodically, Prudential Securities assesses the quality of the markets to which
it routes order flow, as well as that of competing markets.
8
Prudential Securities
_______________________________________________________________________________
PIONEER VENTURE FUND Account Number 0EO 335705 A4
2000 PASADEA AVENUE TIN #F95-4598549
XXX XXXXXXX XX 00000
Package Number: 19961127 0EO 004862
_______________________________________________________________________________
By signing this agreement, we acknowledge that we have read a copy of this
agreement, and that we understand and agree to the following:
Securities Agreement
Partnership Account Agreement (61)
Margin Agreement (42)
W-9: Payer's Request For Taxpayer Identification Number
Is this your correct Employer I.D. Number? If not, please enter the correct
Employer I.D. Number in the appropriate boxes.
Employer I.D. Number
------ ---- ----- ---- ----- ----- ---- ----- ---- -----
F 9 5 4 5 9 8 5 4 9
------ ---- ----- ---- ----- ----- ---- ----- ---- -----
or Corrected Employer I.D. Number (Please Omit Dashes)
----- ---- ----- ----- ---- ----- ---- ----- ---- ----- -----
F
----- ---- ----- ----- ---- ----- ---- ----- ---- ----- -----
--------------------------------------------------------------------------------
For Payees Exempt From Backup Withholding (See Instructions On the Next Page)
--------------------------------------------------------------------------------
Under penalties of perjury I certify 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
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.
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 real estate transactions, item 2 does not
apply. For mortgage interest paid, the acquisition of abandonment of secured
property, cancellation of debt, contributions to an individual retirement
arrangement (XXX), and generally payments other than interest and dividends you
are not required to sign the Certification, but you must provide your correct
TIN.
Requester: Prudential Securities Incorporated - Xxx Xxxxxxx Xxxxx, Xxx Xxxx, XX
00000
This agreement also contains a pre-dispute arbitration clause on page 2 at
paragraph 12.
9
Prudential Securities
_______________________________________________________________________________
PIONEER VENTURE FUND Account Number 0EO 335705 A4
2000 PASADEA AVENUE TIN #F95-4598549
XXX XXXXXXX XX 00000
Package Number: 19961127 0EO 004862
_______________________________________________________________________________
Signature /s/Xxxxxxxx Xxxxxxxx Date 12/12/96
I agree to the terms of this agreement and attest that the certifications made
on the W-9 above are true.
_____________________________________ _____________________________________
I agree to the terms of this agreement. I agree to the terms of this agreement.
_____________________________________ _____________________________________
I agree to the terms of this agreement. I agree to the terms of this agreement.
_____________________________________ _____________________________________
I agree to the terms of this agreement. I agree to the terms of this agreement.
Please keep one set for yourself and return the other entire set to PSI in the
envelope provided.
10
