INDIVIDUAL ACCOUNT Xxxxxxx, Xxxxx & Co. [XXXXXXX SACHS LOGO]
AGREEMENT 00 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
000-000-0000
Title of Account Account Number
XXXXXX X. XXXXXXX 000-00000-0
TO: XXXXXXX, SACHS & CO.
This agreement sets forth our respective rights and obligations in connection
with your accepting a cash or margin account or accounts for the undersigned
("Client"). This agreement is in addition to (and in no way limits or
restricts) any of the provisions of or the rights which you or any of your
affiliates may have under any other agreements between you or any of your
affiliates and Client. You and Client hereby agree to the following with
respect to any of Client's accounts with you and all transactions with you:
1. EXCHANGE OR MARKET. All transactions under this agreement shall be in
accordance with the rules and customs of the exchange or market and its
clearing house, if any, where the transactions are executed and in conformity
with applicable law and regulations of governmental authorities and future
amendments or supplements thereto.
2. GENERAL LIEN; DELIVERY OF COLLATERAL. Client agrees that all securities and
other property, and the proceeds thereof, and any other obligations, whether or
not due, which you or any of your affiliates may hold for Client or which are,
or may become, due to Client (either individually or jointly with others or in
which Client has any interest) and all rights Client may have against you or any
of your affiliates shall be subject to a general lien, security interest and
right of set-off for the discharge of all Client's obligations to you or any of
your affiliates. Client further agrees that you may, in your discretion at any
time and from time to time, require Client to deliver collateral to margin and
secure Client's performance of obligations to you and your affiliates with
respect to spot, forward, option, swap and other transactions involving or
relating to foreign exchange. Such collateral shall be delivered, within one
business day of your request, in such amount and form and to such account or
recipient as you shall specify. You may, in your discretion and without notice
to Client, deduct any amounts from Client's account and apply or transfer any
of Client's securities and other property interchangeably between any of
Client's accounts, each of which unreservedly guarantees all obligations of
Client. Client acknowledges that you and each of your affiliates act as agents
for each other in respect of the rights subject to lien as described above.
3. PAYMENT AND SETTLEMENT. Client agrees that all cash account transactions
will be handled on a cash basis and Client shall pay for any security purchased
for Client's account, and deliver any securities sold for Client's account, on
or before the settlement date. Client agrees to pay on demand all balances owing
with respect to Client's account. Client warrants that no sale of securities is
contemplated before the securities are paid for as provided above and that each
item sold will be owned by Client at the time of sale.
4. DEFAULT. In the event of default by Client of any obligation under any
transaction or agreement with you or any of your affiliates, if Client shall
become bankrupt, insolvent or subject to any bankruptcy, reorganization,
insolvency or similar proceeding, or if for any reason you or any of your
affiliates deem it advisable for your or their protection, you or any of your
affiliates may, without notice or demand to Client, and at such times and
places as you may determine, cancel, terminate, accelerate, liquidate and/or
close-out any or all transactions and agreements between Client and you or any
of your affiliates, pledge or sell any securities or other property which you
or any of your affiliates may hold for Client or which is due to Client (either
individually or jointly with others) and apply the proceeds to the discharge of
the obligation, set-off, net and recoup any obligations to Client against any
obligations to you or any of your affiliates, exercise all rights of a secured
creditor in respect of all collateral in which you or your affiliates have a
security interest or right of set-off, cover any open positions of Client (by
buying in or borrowing securities or otherwise) and take such other actions as
you or any of your affiliates deem appropriate provided that if applicable law
would stay or otherwise impair the ability of your or any of your affiliates
to take any such action upon any such bankruptcy, reorganization, insolvency or
similar proceeding, you and the applicable affiliate(s) will be deemed to have
taken such action with respect to the cancellation, termination, acceleration,
liquidation and/or close-out of transactions, and the application of
appropriate set-offs, and if and to the extent you deem it appropriate, the
sale or disposition of securities or other assets of Client, the exercise of
rights of a secured creditor, and the application of proceeds immediately prior
to such bankruptcy, reorganization, insolvency or similar proceeding. Client
shall remain liable for any deficiency and shall promptly reimburse you and
your affiliates for any loss or expense incurred thereby, including losses
sustained by reason of an inability to borrow any securities or other property
sold for Client's account.
5. INTEREST, FEES. Client agrees to pay interest charges which may be imposed by
you in accordance with your usual custom, with respect to late payments in
conjunction with any transaction, including for securities purchased, in
Client's account and prepayments in Client's account (i.e., the crediting of the
proceeds of sale prior to settlement date or prior to receipt by you of the item
sold in good deliverable form). Client acknowledges receipt of the enclosed
document entitled "Interest Charges to Clients" and agrees to be bound thereby,
Client agrees to pay promptly any amount which may become due in order to meet
requests for additional deposits or marks to market with respect to any
transactions including unissued securities purchased or sold by Client. Client
agrees to pay promptly any custody or other fees which may be imposed by you
with respect to the account.
6. SALE ORDERS. Except as provided in the last sentence of this Section 6, the
giving of each self order by Client shall constitute a designation of the sale
as "long" and a certification that the securities to be sold are owned by
Client and, if such securities are not in your possession, the placing of such
order shall constitute a warranty by Client that Client shall deliver such
securities to you on or before settlement date. If Client maintains a margin
account, Client agrees to designate all sell orders as either "long" or "short".
7. REPORTS, STATEMENTS. Reports or confirmations of the execution of orders and
statements of Client's account shall be conclusive if not objected to in
writing within ten (10) days after forwarding by you to Client by mail or
otherwise. Communications mailed, electronically transmitted or otherwise sent
to Client at the address specified in your records shall, until three (3)
business days after you have received notice in writing of a different address,
be deemed to have been forwarded by you when sent and the Client waives all
claims resulting from failure to receive such communications.
8. CUSTODIAL ARRANGEMENTS. If you act as custodian for the securities and other
property in Client's account, you are authorized to register such securities in
your name or the name of your nominee, or cause such securities to be registered
in the name of, or in the name of the nominee of, a recognized depository or
clearing organization. Client understands that when you hold on Client's behalf
bonds or preferred stocks which are callable in part by the issuer, such
securities will be subject to your impartial lottery allocation system in which
the probability of Client's securities being selected as called is proportional
to the holdings of all clients of such securities held in bulk by or for you.
Client further understands that you will withdraw such securities from any
depository prior to the first date on which such securities may be called unless
such depository has adopted an impartial lottery system which is applicable to
all participants. Client may withdraw uncalled securities prior to a partial
call subject to compliance with applicable margin requirements and the terms of
any agreements between you and Client. You are authorized to withdraw
securities sold or otherwise disposed of, and to credit Client's account with
the proceeds thereof or make such other disposition thereof as Client may
direct. You are further authorized to collect all income and other payments
which may become due on Client's securities, to surrender for payment maturing
obligations and those called for redemption and to exchange certificates in
temporary form for like certificates in definitive form, or, if the par value of
any shares is changed, to effect the exchange for new certificates. It is
understood and agreed by Client that although you will use reasonable efforts to
effect the authorization set forth in the preceding sentence, you will incur no
liability for your failure to effect the same.
9. TERMINATION. Client and you agree that the accounts maintained hereunder may
be terminated by you or Client at any time effective upon the giving of notice
of such termination to Client or to you, as the case may be. All applicable
provisions will survive the termination of the account and this agreement.
Without limiting the foregoing, upon any such termination, the provisions of
this agreement shall remain in effect with respect to all securities and other
property then held in such account or accounts and all transactions and
agreements than outstanding between Client and you or any of your affiliates.
10. ORDERS, RECOMMENDATIONS, BUNCHING. Client acknowledges that, on occasion
you may not be in a position to make a recommendation or render an opinion with
respect to any security. Client agrees that; i) you may, in your sole
discretion and without prior notice to Client, refuse to accept or execute any
order from Client and, in such case, you shall endeavor to give Client notice of
such refusal as soon as practical; ii) you may submit Client's orders jointly
with orders for other clients and you need not designate any of Client's
eligible orders as "Individual" when submitting orders will be assigned to
Client's account.
11. GOVERNING LAW, SUCCESSOR AND ASSIGNS, WAIVER. THIS AGREEMENT AND ITS
ENFORCEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK AND ITS
PROVISIONS SHALL COVER INDIVIDUALLY AND COLLECTIVELY ALL ACCOUNTS WHICH CLIENT
MAY MAINTAIN WITH YOU. This agreement is binding upon and inures to the benefit
of you, your affiliates, Client, and our respective legal representatives,
successors and assigns. Neither you nor Client may assign its rights or
delegate its obligations under this agreement, in whole or in part, without the
prior written consent of the other party, except for an assignment and
delegation by you of all of your rights and obligations hereunder to a
successor entity that assumes substantially all of your assets and
businesses (including all of the obligations under this agreement) by contract,
operation of law or otherwise and that is a registered broker-dealer under
relevant Securities and Exchange Commission rules. Upon any such delegation
and assumption of obligations by such successor entity, you shall be relieved
of and fully discharged from all your obligations hereunder, whether such
obligations arose before or after the date of such delegation and assumption.
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. All waivers and modifications must be in writing.
12. ARBITRATION.
(A) ARBITRATION IS FINAL AND BINDING ON THE PARTIES.
(B) THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDIES IN COURT, INCLUDING
THE RIGHT TO A JURY TRIAL.
(C) PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED THAN AND DIFFERENT
FROM COURT PROCEEDINGS.
(D) THE ARBITRATORS' AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR
LEGAL REASONING AND ANY PART'S RIGHT TO APPEAL OR TO SEEK MODIFICATION OF
RULINGS BY THE ARBITRATORS IS STRICTLY LIMITED.
(E) THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF ARBITRATORS
WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY.
ANY CONTROVERSY BETWEEN YOU (TOGETHER WITH ANY OF YOUR AFFILIATES ALSO INVOLVED
IN SUCH CONTROVERSY) OR ANY OF YOUR OR THEIR MANAGING DIRECTORS, OFFICERS,
DIRECTORS OR EMPLOYEES ON THE ONE HAND, AND CLIENT OR CLIENT'S AGENTS ON THE
OTHER HAND, ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS
CONTEMPLATED HEREBY, OR THE ACCOUNTS ESTABLISHED HEREUNDER, SHALL BE SETTLED BY
ARBITRATION, IN ACCORDANCE WITH THE RULES THEN OBTAINING OF ANY ONE OF THE
AMERICAN ARBITRATION ASSOCIATION OR THE NEW YORK STOCK EXCHANGE, INC., OR ANY
OTHER EXCHANGE OF WHICH YOU ARE A MEMBER, OR THE NATION ASSOCIATION OF
SECURITIES DEALERS, INC. OR THE MUNICIPAL SECURITIES RULEMAKING BOARD, AS CLIENT
MAY ELECT. IF CLIENT DOES NOT MAKE SUCH ELECTION BY REGISTERED MAIL ADDRESSED
TO YOU AT YOUR MAIN OFFICE WITHIN TEN (10) DAYS AFTER RECEIPT OF NOTIFICATION
FROM YOU REQUESTING SUCH ELECTION, THEN CLIENT AUTHORIZES YOU TO MAKE SUCH
ELECTION ON BEHALF OF CLIENT. THE AWARD OF THE ARBITRATOR SHALL BE FINAL, AND
JUDGEMENT 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 PUTATIVE CLASS ACTION UNTIL: (I) THE CLASS CERTIFICATION IS DENIED; (II)
THE CLASS IS DECERTIFIED; OR (III) THE CLIENT 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.
13. CLIENT REPRESENTATIONS. Client represents that he or she is of legal age.
Clients further represents that no one except the Client has an interest in
Client's account unless such interest is revealed in the title of such account
and in any such case, Client has the interest indicated in such title. Client
warrants that he or she will keep you informed of any changes in the
information supplied to you herein or otherwise in connection with your
establishing and maintaining an account or accounts for Client.
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GSIAA 8/97 PLEASE SEE REVERSE SIDE
MARGIN
NO MARGIN ACCOUNT WILL BE ESTABLISHED FOR THE CLIENT UNLESS AND UNTIL THE
ACCOUNT IS APPROVED FOR MARGIN TRANSACTIONS BY XXXXXXX, XXXXX & CO.
PLEASE COMPLETE SECTION 14 ONLY IF CLIENT WISHES TO APPLY FOR A MARGIN ACCOUNT.
14. MARGIN. SECTION 14 APPLIES TO TRANSACTIONS EFFECTED IN A SECURITIES MARGIN
ACCOUNT WHICH HAS BEEN ESTABLISHED BY YOU. THE PROVISIONS OF SECTION 14 ARE IN
ADDITION TO THE OTHER PROVISIONS CONTAINED IN THIS AGREEMENT.
a) Client represents and warrants to you that Client has had an opportunity to
discuss with you the risks associated with the use of margin and that the use of
margin is consistent with Client's investment objectives as supplied to you,
including, if applicable, the designation of safety of principal as Client's
primary investment objective.
b) Client agrees to maintain margins for Client's account as you may require
form time to time. Client agrees to pay interest charges which are imposed, in
accordance with your usual custom, with respect to Client's account and to pay
on demand any debit balance owing with respect to Client's account.
c) Client agrees that securities and other property in Client's account may be
carried in your general loans and may be pledged or hypothecated separately or
in common with other securities and 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 and
that certain rights of ownership, including the right to vote such securities,
may be transferred to you or by you to others.
BY SIGNING HERE, CLIENT INDICATES A DESIRE TO APPLY FOR A SECURITIES MARGIN
ACCOUNT, AGREES TO ABIDE BY ALL PROVISIONS IN SECTION 14, AND ACKNOWLEDGES THAT
CLIENT'S SECURITIES MY BE LOANED TO XXXXXXX, SACHS & CO. OR TO OTHERS.
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SIGNATURE: DATE:
/s/ XXXXXX XXXXXXX
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SECTIONS 15 - 20 MUST BE COMPLETED BY THE CLIENT:
15. OCCUPATION OF CLIENT AND OTHERS. Check all applicable boxes and provide an
explanation below if Client is associated with any of the entitles listed
below, or if an immediate family member or Client (spouse, brother, sister,
parents, children, mother-in-law, father-in-law, brother-in-law, sister-in-law,
son-in-law, daughter-in-law), or other person, who supports Client to a
material extent, is associated with any of the following entitles:
[ ] an exchange;
[ ] a member or member organization of any exchange or the NASD or any
broker-dealer;
[ ] a bank, savings and loan institution, trust company, insurance company; or
[ ] an investment company, an investment advisory firm or other Institutional
investment entity.
Explanation:
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16. INVESTMENT OBJECTIVES. While individual transactions may vary, Client's
Investment objectives with respect to securities transactions are set forth
below. Such information does not apply to other transactions with you or with
any of your affiliates. PLEASE RANK ALL APPLICABLE OBJECTIVES IN ORDER OF
PREFERENCE ("1" INDICATES THE HIGHEST PREFERENCE, "5" INDICATES THE LOWEST
PREFERENCE).
1 GROWTH: Client is more interested in having the market value of the
portfolio grow over the long term than in current income from portfolio; Client
is prepared to accept additional risk to principal to achieve this growth.
2 INCOME: Client is more interested in obtaining a steady stream of current
income from the portfolio than in growth or the portfolio.
3 SAFETY OF PRINCIPAL: Client is interested primarily in preserving the value
of the account assets, and is willing to forego more growth or higher income.
4 TRADING PROFITS: Client wants to take advantage of short-term trading
opportunities, which may involve establishing and then liquidating positions
quickly.
5 SPECULATION: Client is interested in taking above-average risks to
principal in an attempt to achieve above-average returns.
The above information regarding my investment objectives represents my current
preference and superscedes any indications of such preferences that I may have
previously provided to you with respect to securities transactions other than
information specifically supplied with respect to options transactions.
17. FINANCIAL INFORMATION.
$250,000 $500,00
Below to to Over
$250,000 $500,000 $1,000,000 $1,000,000
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Total Net Worth
(excluding residence) [ ] [ ] [ ] [X]
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Annual Income [ ] [ ] [ ] [X]
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Total Net Liquid Assets [ ] [ ] [ ] [X]
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18. PAYMENT AGREEMENT. You are authorized to rely on the payment instructions
set worth below until written notice believed by you in good faith to be
genuine of any changes regarding such Instructions is received by you. In
addition, when so instructed, you may, but you are not required to, follow
payment instructions which differ from the instructions set forth below with
respect to specified transactions; provided, however, that only Client or a
person with trading authorization over Clients' account may authorize the
transfer of funds to an account which is not in Client's name only.
PAYMENT INSTRUCTIONS:
Name of Bank or Other Recipient:
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Address:
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Name of Account:
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Account Number:
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Contact Name and Telephone Number (if applicable):
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The following persons are among those authorized to transfer funds:
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19. ORDERS PLACED BY OTHERS: If you are authorizing someone to place orders
on you behalf please indicate the person's name below AND COMPLETE THE ENCLOSED
TRADING AUTHORIZATION.
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20. DISCLOSURE TO ISSUERS. Client understands that you may be required to
disclose securities issuers the name, address and securities positions with
respect to securities held Client's account in your or your nominee's name
unless you are notified that Client object Client hereby notifies you that
Client wishes such disclosure to be made.
[ ] CLIENT SHOULD CHECK THIS BOX IF CLIENT DOES NOT CONSENT TO SUCH DISCLOSURE
BY SIGNING BELOW, CLIENT ACKNOWLEDGES RECEIPT OF A COPY OF THIS
INDIVIDUAL
ACCOUNT AGREEMENT. A PREDISPUTE ARBITRATION CLAUSE IS CONTAINED IN SECTION 12
HEREOF.
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SIGNATURE: DATE:
/s/ XXXXXX XXXXXXX
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Please Print Name:
/s/ Xxxxxx Xxxxxxx
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FOR XXXXXXX, SACHS & CO. USE ONLY
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Account Representative Receiving Account Manager reviewing Account
/s/ [ILLEGIBLE] /s/ [ILLEGIBLE]
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Date Date
3/19/00 2/23/00
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ADDENDUM TO INDIVIDUAL Xxxxxxx, Xxxxx & Co. [XXXXXXX SACHS LOGO]
ACCOUNT AGREEMENT 00 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
000-000-0000
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TITLE OF ACCOUNT ACCOUNT NUMBER
XXXXXX X. XXXXXXX 000-00000-0
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Dear Client:
Effective August 17, 1998, we are required to obtain the following information
from clients in accordance with changes to the NASD regulations concerning
"Free-Riding and Withholding". May we request that you complete the following
section:
15.(b). OCCUPATION OF CLIENT AND OTHERS.[CONTINUED]
Does Client or any of the persons described in Section 15 own, or has Client or
such person contributed to, the equity or capital of a broker-dealer, whether
directly or indirectly? YES X NO
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If "yes", does Client's or such person's equity or capital interest exceed
10%? YES x NO
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SIGNATURE: DATE
/s/ XXXXXX X. XXXXXXX
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Please Print Name:
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