EXHIBIT E
JOINT
ACCOUNT AGREEMENT
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We, the undersigned, hereby request you to open a joint trading
account in our names, as to which:
CROSS OUT a) we are tenants in common, each of us having an undivided
EITHER interest therein.
CLAUSE A) b) we are joint tenants with right of survivorship and not
OR tenants in common, so that in case of the death of any of us,
CLAUSE B) the entire account shall become the property of the survivor or
BEFORE survivors, pursuant to this written agreement.
SIGNING Whether we are joint tenants or tenants in common, our liability
hereunder shall be joint and several and shall be binding upon our
heirs, successors and assigns.
We ratify and confirm all transactions heretofore entered into for
the said account by any of us.
We hereby authorize and instruct you to accept from any one of us
any and all orders and instructions for and concerning the said
account, as though all of us so ordered or instructed you jointly
in regard to the following:
1 The purchase or sale (long or short) of securities, options,
and/or commodities contracts.
2 The payment of money.
3 The registration and delivery of securities, options, and/or
commodities contracts.
4 Any other action with reference to this account
Payment of money may be made from time to time by delivering or
sending to any one of us a check made payable to any of our
individual order or to our joint order providing, however, we
understand and agree that you have the right, in your sole
discretion, to refuse to make payment to the individual order of
any of us.
You may require us to prepay for any order. We agree to pay for
all transactions no later than 2 p.m. (ET) settlement date. You
shall have a general lien on all properties we may have on deposit
with you whether singly, jointly or otherwise, and may, without
notice to me or my successors, at your discretion, liquidate or
transfer any such property to satisfy any indebtedness either or
both of us may have to you, or to relieve you of any risk of a
deficit existing in any of our accounts.
We shall be liable for any remaining deficiency in any of our
accounts. You may conduct all transactions for us in accordance
with the customs and usages of securities firms and of the various
exchanges.
Confirmations, notices, statements of account and communications
of every kind with reference to said account may be sent or given
by you to any one of us.
In the event that you shall receive conflicting or inconsistent
instructions from any of us, you may follow any of such
instructions at your will or you may refrain from executing any of
such instructions until they shall have been reconciled in writing
to your satisfaction.
We will give you immediate notice in writing of the death of any
one of us. If any one of us shall have died, the estate shall be
liable, and the survivor or survivors shall continue liable
jointly and severally, for any debit balance or loss in the
account, or which you may sustain, by reason of the completion of
transactions initiated prior to the receipt by you of written
notice of the death of any one of us, or incurred in the
liquidation of the account. Each of the undersigned agrees to
indemnify you and hold you harmless against any claim or action
hereunder or from any claim by any third party arising directly or
indirectly from a failure to give such notice.
This agreement shall inure to the benefit of your successors and
assigns and shall remain in effect until an authorized member of
your firm shall acknowledge in writing the receipt of a written
statement from one of us that he or she wishes to terminate the
account, at which time the party giving such notice will not be
bound for any further transactions made for the account
thereafter, however, he or she shall remain bound for all prior
transactions and for all further deliveries to any of us of any
assets in the account, and all communications regarding the
account.
. 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.
THE UNDERSIGNED AGREES, AND BY CARRYING AN ACCOUNT FOR THE
UNDERSIGNED YOU AGREE, ALL CONTROVERSIES WHICH MAY ARISE BETWEEN
US CONCERNING ANY TRANSACTION 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.
This contract shall be governed by the laws of the State of New
York, and shall inure to the benefit of your successors and
assigns, and shall be binding on the undersigned, my heirs,
executors, representatives, attorneys-in-fact, administrators and
assigns. Any controversy arising out of or relating to my account,
to transactions with or for me or to this Agreement or the breach
thereof, and whether executed or to be executed within or outside
of the United States, and any controversy arising out of or
relating to transactions in commodities or contracts related
thereto executed on or subject to the rules of a contract market
designated as such under the Commodity Exchange Act, as amended,
shall be settled by arbitration 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 I may elect and under the
then existing arbitration procedures of the forum I have elected.
If I do not make such election by registered mail addressed to you
at your main office within five (5) days after demand by you that
I make such election, then you may make such election. Notice
preliminary to, in conjunction with, or incident to such
arbitration proceeding, may be sent to me by mail and personal
service is hereby waived. Judgment upon any award rendered by the
arbitrators may be entered in any court having jurisdiction
thereof, without notice to me. 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.
By signing this agreement, the client acknowledges that he/she has
received a copy of this agreement.
This agreement contains a pre-dispute arbitration clause.
Xxxx X. Xxxx /s/ Xxxx X. Xxxx 9-21-98
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Name (Please Print) Signature Date
Xxxxxx Xx Xxxx /s/ Xxxxxx Xx Xxxx 9-21-98
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Name (Please Print) Signature Date
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Name (Please Print) Signature Date
GENERAL INFORMATION ABOUT MARGIN
A PRUDENTIAL SECURITIES INCORPORATED MARGIN ACCOUNT ALLOWS AN INVESTOR TO BORROW
AGAINST THE VALUE OF THE ELIGIBLE SECURITIES IN THE ACCOUNT. A TRADITIONAL USE
OF MARGIN IS TO PURCHASE OR SELL SECURITIES. MARGIN MAINTENANCE REFERS TO THE
AMOUNT OF MARKET VALUE THAT AN INVESTOR IS REQUIRED TO MAINTAIN IN HIS ACCOUNT.
IF THE VALUE OF THE SECURITIES IN AN INVESTOR'S ACCOUNT FALLS BELOW THE MARGIN
MAINTENANCE REQUIREMENT AN INVESTOR IS SUBJECT TO A "MARGIN MAINTENANCE CALL,"
FROM PRUDENTIAL SECURITIES INCORPORATED. A MAINTENANCE CALL FROM PRUDENTIAL
SECURITIES INCORPORATED ASKS THAT THE INVESTOR REPAY ALL OR PART OF THE
INVESTOR'S DEBT IN CASH, OR DEPOSIT OR SELL A SUFFICIENT AMOUNT OF SECURITIES TO
COVER THE MARGIN MAINTENANCE REQUIRED, WHICH SALE COULD RESULT IN A SUBSTANTIAL
REALIZED LOSS TO THE INVESTOR. AN INVESTOR ENTERING INTO A MARGIN AGREEMENT
AUTHORIZES PRUDENTIAL SECURITIES INCORPORATED TO LEND SECURITIES THAT PRUDENTIAL
SECURITIES INCORPORATED MAY BE CARRYING ON MARGIN FOR THE INVESTOR. IN SOME
INSTANCES SUCH LOANS MAY LIMIT AN INVESTOR'S ABILITY TO EXERCISE VOTING RIGHTS
IN THE SECURITIES.
1. COMMAND ACCOUNT. I/we ("Client") hereby request that Prudential Securities
Incorporated ("Prudential Securities") accept a Prudential Securities COMMAND
Account ("COMMAND Account") application in Client's name as appears below. This
Agreement sets forth the terms and conditions that govern the COMMAND Account to
be provided to the Client, and in consideration of Prudential Securities
accepting such COMMAND Account, Client hereby agrees to abide by all such terms
and conditions, as of the date of execution.
THE VISA/CHECK ACCOUNT Client understands that, under the terms of this
agreement, a COMMAND Account consists of a Prudential Securities margin account
(the "Securities Account") which is linked to a choice of either an investment
fund ("COMMAND Fund") or to the COMMAND Insured Income Accounts(SM) ("CMIIA") as
described in the COMMAND Program Description (the COMMAND Fund and the CMIIA
together shall be known as Primary Investment Vehicle), plus a Visa(R) Gold Card
Account ("Visa Card Account") and COMMAND Checks ("Checks") provided by The
Prudential Bank ("PB")*, with which Prudential Securities maintains an
agreement. Under the terms of the Agreement between PB and Prudential
Securities, the Visa Card Account may be opened, one or more Visa Gold Cards
(the "Card") may be issued, and Checks may be provided for use in the COMMAND
Account. The Visa Card Account and Checks shall be referred to as "Visa/Check
Account."
TENANCY BY THE ENTIRETY ACCOUNTS For Tenancy by the Entirety Accounts, Clients
specifically authorize each other to use the COMMAND Account to buy and sell
securities, write checks and use the Visa Gold Card or otherwise use the assets
of the COMMAND Account without the prior approval of the other.
FEES Client understands that Prudential Securities will charge the Client an
annual fee for services provided hereunder by debiting Client's COMMAND Account.
Such fee is paid in advance and set forth in the COMMAND Program Description,
the receipt of which Client hereby acknowledges. Client will be informed of any
fee changes in advance. Should Client's COMMAND Account be terminated for any
reason, Client will not receive a refund of any portion of that annual fee.
SPECIAL ACCOUNTS Prudential Securities, in its discretion, may modify the
conditions of the COMMAND program for special accounts and limited categories of
clients.
Prudential Securities investment advisory clients that participate in a
Prudential Securities sponsored managed account program ("Advisory clients") and
Employee Benefit Plan clients on whose behalf Prudential Securities files Form
1099-R with the Internal Revenue Service will not receive the features
referenced in Section 3, below.
2. THE SECURITIES ACCOUNT
PRIMARY FUND AND AUTOMATIC DAILY SWEEP Client may use Client's Securities
Account to purchase and sell securities, including options, on margin or
otherwise. Concurrent with the opening of Client's COMMAND Account, Client will
choose one of the COMMAND Funds or CMIIA as Client's Primary Investment Vehicle.
Free credit cash balances in Client's Securities Account of $1 or more will be
automatically invested or deposited, on a daily basis, in the Primary Investment
Vehicle by means of a purchase order submitted to the Primary Fund or a deposit
into CMIIA by Prudential Securities, in accordance with the terms of the COMMAND
Fund's prospectus or the Program Description. In addition, Client may make
manual purchases of shares of another Money Fund ("Secondary Money Fund") or
manual deposits into CMIIA as a Secondary Investment Vehicle. The purchase
price for shares of the COMMAND Funds will be the net asset value per share next
determined after receipt by a COMMAND Fund of a purchase order. Ordinarily,
Prudential Securities may place a purchase order to the COMMAND Funds for shares
or make a deposit to the CMIIA on Client's behalf to enable Client to purchase
COMMAND Fund shares and earn COMMAND Fund dividends or earn CMIIA interest prior
to final collection of deposits received to Client's Securities Account.
However, in certain situations a purchase order or deposit entered until free
credit cash balances or cash in the form of Federal Funds becomes available to
Prudential Securities. Prudential Securities may reasonably withhold access to
the funds so advanced until Prudential Securities is satisfied that any and all
deposits to Client's Securities Account have been collected.
DIVIDENDS/INTEREST The COMMAND Funds expect to declare dividends daily, as
earned, on shares of a COMMAND Fund and will reinvest daily any such dividends
in COMMAND Fund shares. Dividends will be credited directly to Clients' COMMAND
Account on a monthly basis. Client understands that an investment in shares of
the COMMAND Funds is not equivalent to a bank deposit. As with any investment
in securities, the value of Client's investment may fluctuate. The shares of
beneficial interest of the COMMAND Funds are maintained on the register of the
COMMAND Fund. Certificates are not physically issued.
SECURITIES PROTECTION Securities in Clients' Account are protected by the
Securities Investor Protection Corporation and additional similar protection is
provided through insurance purchased by Prudential Securities. CMIIA balances
and interest are insured through the depository institution's Federal Deposit
Insurance Corporation coverage.
REDEEMING SHARES FROM PRIMARY INVESTMENT VEHICLE Shares and cash comprising
Client's Primary Investment Vehicle will be redeemed (at net asset value) or
withdrawn, automatically, to satisfy debit balances in Client's Securities
Account. Next, shares and cash comprising Client's Secondary Investment Vehicle
will be redeemed (at net asset value) or withdrawn, automatically, to satisfy
debit balances in Client's Securities Account. Thereafter, Client's shares in
other money market funds managed by Prudential Investment Fund Management LLC
("Prudential Money Funds") or balances in other insured income accounts will be
redeemed at their net asset value or withdrawn, automatically, to satisfy debit
balances in Client's Securities Account. If Client is eligible and elects the
Monthly Automatic Payout feature, and/or the Cash Transfer Service feature, then
the liquidation sequence set forth below in Section 3 will be applicable. No
fee, commission or other charge will be made with respect to the purchase or
redemption of COMMAND Fund or Prudential Money Fund shares or deposit to and
withdrawal from CMIIA or other insured income accounts. Affiliates of
Prudential Securities receive fees in connection with the operation of the
COMMAND Funds. Administration, distribution and advisory fees will be paid by
the COMMAND Funds as set forth in the COMMAND Fund prospectus. Client
acknowledges receipt of the COMMAND Fund prospectus, which more fully describe
the COMMAND Funds and the COMMAND Program Description, which describes the
CMIIA.
3. THE PB VISA/CHECK ACCOUNT Client hereby applies to PB for a Visa/Check
Account and may request that Checks be provided and, if applicable, that one or
more Visa Gold Cards ("Card") be issued for use given to Prudential Securities,
or at such other address as Client may hereafter give Prudential Securities in
writing, or to Prudential Securities, at its Branch Office servicing Client's
Account. All notices and other communications shall be deemed given, if by
personal delivery or facsimile transmission, on the date of such delivery or, if
by mail, on the date of postmark when deposited, prepaid, in a US Post Office
Box.
13. REPRESENTATIONS. Client is of full age and represents that Client is not an
employee of any Exchange or of a Member Firm of any Exchange or
*THE PRUDENTIAL BANK MEANS EITHER THE PRUDENTIAL BANK & TRUST COMPANY OR THE
PRUDENTIAL SAVINGS BANK F.S.B., EACH OF WHICH IS A SUBSIDIARY OF THE PRUDENTIAL
INSURANCE COMPANY OF AMERICA.
the NASD other than Prudential Securities, and that Client will promptly notify
Prudential Securities in writing if Client becomes so employed. Unless
otherwise agreed in writing, Client agrees to pay commissions, charges, interest
and fees at Prudential Securities' prevailing rates which may be changed from
time to time without notice to the Client, and to pay Prudential Securities'
reasonable attorneys' fees and interest at the highest lawful rate in Prudential
Securities must take legal action to collect any amounts due from Client to
Prudential Securities. Prudential Securities may require Client to prepay for
any order. Client agrees to pay for all transactions no later than settlement
date. Prudential Securities shall have a general lien on all properties Client
may have on deposit with Prudential Securities either singly or jointly with
another or otherwise and may, without notice to Client or Clients' successors,
at its discretion, liquidate or transfer any such property in order to satisfy
any indebtedness Client may have to Prudential Securities or to relieve
Prudential Securities of any risk of a deficit existing in any of Clients'
accounts. Client shall be liable for any remaining deficiency in any of
Clients' accounts. Prudential Securities may conduct all transactions for
Client in accordance with the customs and usages of securities firms and of the
various exchanges.
14. ACTS OF GOD. Client understands that Prudential Securities will not be
liable for loss caused directly or indirectly by government restrictions,
exchange or market rulings, suspension of trading, war, strikes, "Acts Of God"
or conditions beyond Prudential Securities's control.
15. CAPTIONS. Section captions have been inserted solely for the purpose of
convenience in description and under no circumstances shall be deemed to qualify
any of the rights set forth in the provisions.
16. ARBITRATION/GOVERNING LAW
. 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.
I AGREE THAT ALL CONTROVERSIES WHICH MAY ARISE BETWEEN US CONCERNING
ANY TRANSACTION (WHETHER EXECUTED OR TO BE EXECUTED WITHIN OR OUTSIDE OF THE
UNITED STATES), MY ACCOUNT OR THIS OR ANY OTHER AGREEMENT BETWEEN US, 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 IS A MEMBER, AS I MAY ELECT AND SHALL BE GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK. IF I DO NOT MAKE SUCH ELECTION BY REGISTERED MAIL ADDRESSED
TO YOU AT YOUR MAIN OFFICE WITHIN FIVE (5) DAYS AFTER DEMAND BY YOU THAT I MAKE
SUCH ELECTION, THEN YOU MAY MAKE THE ELECTION. ANY NOTICE IN CONNECTION WITH
SUCH ARBITRATION PROCEEDING, MAY BE SENT TO ME BY MAIL, AND I HEREBY WAIVE
PERSONAL SERVICE. JUDGMENT UPON ANY AWARD RENDERED BY THE ARBITRATORS MAY BE
ENTERED IN ANY COURT HAVING JURISDICTION, WITHOUT NOTICE TO ME. NO PERSON SHALL
BRING A PUTATIVE OR CERTIFIED CLASS ACTION TO ARBITRATION, NOR SEEK 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. THIS
AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, AND SHALL
INURE TO THE BENEFIT OF PRUDENTIAL SECURITIES'S SUCCESSORS AND ASSIGNS, AND
SHALL BE BINDING ON THE UNDERSIGNED, CLIENT'S REPRESENTATIVES, ATTORNEYS-IN-
FACT, HEIRS, EXECUTORS, ADMINISTRATORS AND ASSIGNS.
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17. SIGNATURE. Client hereby consents and agrees to all of the terms and
conditions of the Agreement appearing above and as continued on the reverse
side.
FOR CORPORATE ACCOUNTS ONLY: A resolution of Client's Board of Directors
authorizing the opening of the COMMAND Account must be attached. Client further
warrants to PSI that the officers signing below are authorized and empowered,
for and on behalf of the corporation, pursuant to the resolution of the Board of
Directors of a margin COMMAND Account with PSI with complete and full authority
to act on behalf of the corporation, to receive and distribute funds, write and
sign Checks, and make charges on Client's Visa Card on or against Client's
Corporate COMMAND Account.
THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE ON PAGE 2, IN SECTION
16.
XXXX X. XXXX
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Account Name (Please Print)
X /s/ Xxxx X. Xxxx
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Signature
XXXXXX XX XXXX
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Account Name (If Joint Account)
X /s/ Xxxxxx Xx Xxxx
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Signature
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PRUDENTIAL CLIENT'S OPENING MARGIN AGREEMENT
SECURITIES
PRUDENTIAL SECURITIES INCORPORATED
Xxx Xxxxxxx Xxxxx
Xxx Xxxx, XX 00000
Prudential Securities incorporated is a subsidiary of the Prudential Insurance
Company of America, Newark, New Jersey
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GENERAL INFORMATION ABOUT MARGIN
A PRUDENTIAL SECURITIES INCORPORATED MARGIN ACCOUNT ALLOWS AN INVESTOR TO
BORROW AGAINST THE VALUE OF THE ELIGIBLE SECURITIES IN THE ACCOUNT. A
TRADITIONAL USE OF MARGIN IS TO PURCHASE OR SELL SECURITIES.
MARGIN MAINTENANCE REFERS TO THE AMOUNT OF MARKET VALUE THAT AN INVESTOR IS
REQUIRED TO MAINTAIN IN HIS ACCOUNT. IF THE VALUE OF THE SECURITIES IN AN
INVESTOR'S ACCOUNT FALLS BELOW THE MARGIN MAINTENANCE REQUIREMENT AN INVESTOR IS
SUBJECT TO A "MARGIN MAINTENANCE CALL," FROM PRUDENTIAL SECURITIES INCORPORATED.
A MAINTENANCE CALL FROM PRUDENTIAL SECURITIES INCORPORATED ASKS THAT THE
INVESTOR REPAY ALL OR PART OF THE INVESTOR'S DEBT IN CASH, OR DEPOSIT OR SELL A
SUFFICIENT AMOUNT OF SECURITIES TO COVER THE MARGIN MAINTENANCE REQUIRED, WHICH
SALE COULD RESULT IN A SUBSTANTIAL REALIZED LOSS TO THE INVESTOR.
AN INVESTOR ENTERING INTO A MARGIN AGREEMENT AUTHORIZES PRUDENTIAL
SECURITIES INCORPORATED TO LEND SECURITIES THAT PRUDENTIAL SECURITIES
INCORPORATED MAY BE CARRYING ON MARGIN FOR THE INVESTOR. IN SOME INSTANCES SUCH
LOANS MAY LIMIT AN INVESTOR'S ABILITY TO EXERCISE VOTING RIGHTS IN THE
SECURITIES.
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 open in the future, with
you for the purchase and sale of securities and commodities:
2. I am of full age and represent that 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 in writing if I become so
employed.
3. All transactions for my account shall be subject to the constitution,
rules, regulations, customs and usages, as the same may be constituted from time
to time, of the exchange or market (and its clearing house, if any) where
executed.
4. Any and all credit balances, securities, commodities or contracts relating
thereto, and all other property of whatsoever kind, including but not limited
to: property belonging to me, owed 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 (including unmatured and contingent obligations)
by you. This general lien shall apply to all of my obligations to you, however
arising and without regard to whether or not you have made advances with respect
to such property. Such credit balances, securities, commodities or contracts
relating thereto and all other property, as referenced above, may, without
notice to me, be carried in your general loans, and, consistent with the Lending
Agreement below, 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, 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,
commodities, contracts relating thereto, cash or any other property therein,
interchangeably between any accounts in which I may have an interest whether
individual, joint, or otherwise or 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 or in any non-regulated commodities 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. Whenever in your discretion you deem it desirable for your
protection, (and without the necessity of a margin call) including but not
limited to 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 commodities or contracts relating thereto
which may be in your possession, or which you may be carrying for me, or buy any
securities, or commodities 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 respects to such securities or
commodities 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 any such
sale, discharged of any right of redemption, which is hereby waived.
6. All orders for the purchase or sale of commodities for future delivery may
be closed out by you as and when authorized or required by the Exchange where
made. Against a "long" position in any commodity contract, prior to maturity
thereof, and at least five business days before the first notice day of the
delivery month, I will give instructions to liquidate, or place you in
sufficient funds to take delivery; and in default thereof, or in the event such
liquidating instructions cannot be executed under prevailing conditions, you
may, without notice or demand, close out the contracts or take delivery and
dispose of the commodity upon any terms and by any method which may be feasible.
Against a "short" position in any commodity contract, prior to maturity thereof,
and at least five business days before the last trading day of the delivery
month, I will give you instructions to cover, or furnish you with all necessary
delivery documents; and in default thereof, you may without demand or notice,
cover the contracts, or if orders to buy in such contracts cannot be executed
under prevailing conditions, you may procure the actual commodity and make
delivery thereof upon any terms and by any method which may be feasible.
7. All transactions in any of my accounts are to be paid for or required
margin deposited no later than 2:00 p.m. (ET) on the settlement date.
8. I agree to pay interest and service charges upon my accounts monthly at the
prevailing rate as determined by you.
9. I agree that, in giving orders to sell, all "short" sale orders will be
designated as "short" by me and all "long" sale orders will be designated as
"long" by me and that the designation of a sell order as "long" is a
representation on my part that I own the security and, if the security is not in
your possession that it is not then possible to deliver the security to you
forthwith and I will deliver ii on or before the settlement date.
10. Reports of the execution of orders and statements of my account shall be
conclusive if not objected to in writing addressed to the branch manager of the
office servicing such account(s) within five days and ten days, respectively,
after transmittal to me by mail or otherwise.
11. 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.
12. 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.
13. I understand that no provision of this agreement can be amended or waived
except in writing signed 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.
14. . 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.
THE UNDERSIGNED AGREES, AND BY CARRYING AN ACCOUNT FOR THE UNDERSIGNED YOU
AGREE, ALL CONTROVERSIES WHICH MAY ARISE BETWEEN US CONCERNING ANY TRANSACTION
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.
THIS CONTRACT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, AND SHALL
INURE TO THE BENEFIT OF YOUR SUCCESSORS AND ASSIGNS, AND SHALL BE BINDING ON THE
UNDERSIGNED, MY HEIRS, EXECUTORS, REPRESENTATIVES, ATTORNEYS-IN-FACT,
ADMINISTRATORS AND ASSIGNS. ANY CONTROVERSY ARISING OUT OF OR RELATING TO MY
ACCOUNT, TO TRANSACTIONS WITH OR FOR ME OR TO THIS AGREEMENT OR THE BREACH
THEREOF, AND WHETHER EXECUTED OR TO BE EXECUTED WITHIN OR OUTSIDE OF THE UNITED
STATES, SHALL BE SETTLED BY ARBITRATION 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 I MAY ELECT AND UNDER THE THEN EXISTING ARBITRATION PROCEDURES
OF THE FORUM I HAVE ELECTED. IF I DO NOT MAKE SUCH ELECTION BY REGISTERED MAIL
ADDRESSED TO YOU AT YOUR MAIN OFFICE WITHIN FIVE (5) DAYS AFTER DEMAND BY YOU
THAT I MAKE SUCH ELECTION, THEN YOU MAY MAKE SUCH ELECTION. NOTICE PRELIMINARY
TO, IN CONJUNCTION WITH, OR INCIDENT TO SUCH ARBITRATION PROCEEDING, MAY BE SENT
TO ME BY MAIL AND PERSONAL SERVICE IS HEREBY WAIVED. JUDGMENT UPON ANY AWARD
RENDERED BY THE ARBITRATORS MAY BE ENTERED IN ANY COURT HAVING JURISDICTION
THEREOF, WITHOUT NOTICE TO ME. 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.
15. If any provision hereof is or at any time should become inconsistent with
any present or future law, rule or regulation of any securities or commodities
exchange or of any sovereign government or a regulatory body thereof and if any
of these bodies have jurisdiction over the subject matter of this agreement,
said provision shall be deemed to be superseded or modified to conform to such
law, rule or regulation, but in all other respects this agreement shall continue
and remain in full force and effect.
LENDING AGREEMENT
YOU AND ANY FIRM SUCCEEDING TO YOUR FIRM ARE HEREBY AUTHORIZED FROM TIME TO TIME
TO LEND SEPARATELY OR TOGETHER WITH THE PROPERTY OF OTHERS, EITHER TO YOURSELVES
OR TO OTHERS, ANY PROPERTY, TOGETHER WITH ALL ATTENDANT RIGHTS OF OWNERSHIP,
WHICH YOU MAY BE CARRYING FOR ME ON MARGIN. IN CONNECTION WITH SUCH LOANS, YOU
MAY RECEIVE AND RETAIN CERTAIN BENEFITS TO WHICH I WILL NOT BE ENTITLED. IN
CERTAIN CIRCUMSTANCES, SUCH LOANS MAY LIMIT, IN WHOLE OR IN PART, MY ABILITY TO
EXERCISE VOTING RIGHTS OF THE SECURITIES LENT. 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 NEW
YORK.
BY SIGNING THIS AGREEMENT, I ACKNOWLEDGE THAT MY SECURITIES MAY BE LOANED TO YOU
OR LOANED OUT TO OTHERS.
BY SIGNING THIS AGREEMENT, I ACKNOWLEDGE THAT I HAVE RECEIVED A COPY OF THIS
AGREEMENT.
THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE AT PAGE 2 AT PARAGRAPH
14.
X /s/ Xxxx X. Xxxx Xxxx X. Xxxx 9-21-98
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Client's Signature (Please Sign and Print) Date
X /s/ Xxxxxx Xx Xxxx Xxxxxx Xx Xxxx 9-21-98
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Client's Signature (Please Sign and Print) Date
