EXHIBIT A
PERSHING
Division of Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation
Xxx Xxxxxxxx Xxxxx, Xxxxxx Xxxx, Xxx Xxxxxx 00000
Office # Account #
MARGIN AGREEMENT
TO: Pershing, Division of Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities
Corporation:
In consideration of your accepting and carrying for the undersigned
one or more accounts introduced to you by my broker, bank or other
introducing firm ("Introducing Firm"), which Introducing Firm is
intended to have the benefit and is a third party beneficiary of
this agreement, the undersigned agrees as follows:
ROLE OF PERSHING:
1. You are carrying the account of the undersigned as clearing
broker pursuant to a clearing agreement with Introducing Firm.
Until receipt from the undersigned of written notice to the
contrary, you may accept from Introducing Firm, without inquiry
or investigation, (i) orders for the purchase or sale of
securities and other property on margin or otherwise, and (ii)
any other instructions concerning said accounts. Notices to the
undersigned concerning margin requirements or other matters
related to the undersigned's accounts usually will go through
undersigned's Introducing Firm although direct notice to the
undersigned with duplicate notice to undersigned's Introducing
Firm may occur if market conditions, time constraints or other
circumstances require it. You shall not be responsible or liable
for any acts or omissions of Introducing Firm or its employees.
I understand that Pershing provides no investment advice nor do
you give advice or offer any opinion with respect to the
suitability of any transaction or order. I understand that my
Introducing Firm is not acting as the agent of Pershing and I
agree that I will in no way hold Pershing, Donaldson, Lufkin &
Xxxxxxxx Securities Corporation, its other Divisions, and its
Officers, Directors and Agents liable for any trading losses
incurred by me.
APPLICABLE RULES AND REGULATIONS
2. All transactions for the undersigned shall be subject to the
constitution, rules, regulations, customs and usages of the
exchange or market and its clearing house, if any, where executed
by you or your agents, including your subsidiaries and affiliates.
DEFINITION
3. For purposes of this agreement, "securities, commodities and
other property" as used herein shall include, but not be limited
to money, securities, and commodities of every kind and nature
and all contracts and options relating thereto, whether for
present or future delivery.
LIEN
4. All securities, commodities and other property of the undersigned
which you may at any time be carrying for the undersigned, or which
may at any time be in your possession or under your control, shall
be subject to a general lien and security interest in your favor for
the discharge of all the undersigned's indebtedness and other
obligations to you, without regard to your having made any advances
in connection with such securities and other property and without
regard to the number of accounts the undersigned may have with you.
In enforcing your lien, you shall have the discretion to determine
which securities and property are to be sold and which contracts are
to be closed.
LIQUIDATION
5. If, in your discretion you consider it necessary for your
protection to require additional collateral or in the event that
a petition in bankruptcy, or for appointment of a receiver is
filed by or against the undersigned, or an attachment is levied
against the account of the undersigned, or in the event of the
death of the undersigned, you shall have the right to sell any
or all securities, commodities and other property in the accounts
of the undersigned with you, whether carried individually or
jointly with others, to buy any or all securities, commodities
and other property which may be short in such accounts, to cancel
any open orders and to close any or all outstanding contracts,
all without demand for margin or additional margin, notice of sale
or purchase or other notice or advertisement. Any such sales or
purchases may be made at your discretion on any exchange or other
market where such business is usually transacted, or at public
auction or private sale, and you may be the purchasers for your own
account. It being understood that a prior demand, or call, or prior
notice of the time and place of such sale or purchase shall not be
considered a waiver of your right to sell or buy without demand or
notice.
PAYMENT OF INDEBTEDNESS UPON DEMAND AND LIABILITY FOR COSTS OF
COLLECTION
6. The undersigned shall at all time be liable for the payment upon
demand of any debit balance or other obligation owing in any of the
accounts of the undersigned with you and the undersigned shall be
liable to you for any deficiency remaining in any such accounts in
the event of the liquidation thereof, in whole or in part, by you
or by the undersigned: and, the undersigned shall make payments of
such obligations and indebtedness upon demand. The reasonable costs
and expense of collection of the debit balance, recovery of
securities, and any unpaid deficiency in the accounts of the
undersigned with you, including, but not limited to, attorney's
fees, incurred and payable or paid by you shall be payable to you
by the undersigned.
PLEDGE OF SECURITIES
7. All securities, commodities and other property now or hereafter
held, carried or maintained by you in your possession in any of the
accounts of the undersigned may be pledged and repledged by you from
time to time, without notice to the undersigned, either separately
or in common with other such securities, commodities and other
property for any amount due in the accounts of the undersigned, or
for any greater amount, and you may do so without retaining to your
possession or control for delivery a like amount of similar
securities, commodities or other property.
MARGIN REQUIREMENTS, CREDIT CHARGES AND CREDIT INVESTIGATION
8. The undersigned will at all times maintain such securities,
commodities and other property in the accounts of the undersigned
for margin purposes as you shall require from time to time and the
monthly debit balances or adjusted balances in the accounts of the
undersigned with you shall be charged, in accordance with your
practice, with interest at a rate permitted by the laws of the
State of New York. It is understood that the interest charge made
to the undersigned's account at the close of a charge period will
be added to the opening balance for the next charge period unless
paid.
I acknowledge receipt from my Introducing Firm of the disclosure
statement which explains the conditions under which interest can be
charged to my account, the annual rate of interest, how debit
balances are determined and the methods of computing interest.
You may exchange credit information about the undersigned with
others. You may request a credit report on the undersigned and
upon receipt, you will state the name and address of the consumer
reporting agency that furnished it. If you extend, update or
renew the undersigned's credit, you may request a new credit report
without telling the undersigned.
COMMUNICATIONS
9. Communications may be sent to the undersigned at the current
address of the undersigned, which is on file at your office, or at
such other address as the undersigned may hereafter give you in
writing, or through my Introducing Firm, and all communications,
so sent, whether by mail, telegraph, messenger or otherwise, shall
be deemed given to the undersigned personally, whether actually
received or not.
SCOPE AND TRANSFERABILITY
10. This agreement shall cover individually and collectively all
accounts which the undersigned may open or reopen with you, and
shall inure to the benefit of your successors whether by merger,
consolidation or otherwise, and assigns, and you may transfer the
accounts of the undersigned to your successors and assigns, and
this agreement shall be binding upon the heirs, executors,
administrators, successors and assigns of the undersigned.
NO NON-INVESTMENT ADVISE
11. The undersigned acknowledges that you will not provide the
undersigned with any legal, tax or accounting advise, that your
employees are not authorized to give any such advise and that the
undersigned will not solicit or rely upon any such advise from
you or your employees whether in connection with transactions in
or for any of the accounts of the undersigned or otherwise. In
making legal, tax or accounting decisions with respect to
transactions in or for the accounts of the undersigned or any
other matter, the undersigned will consult with and rely upon
its own advisors and not you, and you shall have no liability
thereof.
EXTRAORDINARY EVENTS
12. You shall not be liable for loss caused directly or
indirectly by government restriction, exchange or market rulings,
suspension of trading, war, strikes or other conditions beyond
your control.
REPRESENTATIONS AS TO CAPACITY TO ENTER INTO AGREEMENT
13. The undersigned, if an individual, represents that the
undersigned is of full age, that unless otherwise discloses to you
in writing the undersigned is not an employee of any exchange, or
of any corporation of which any exchange owns a majority of the
capital stock, or of a member firm or member corporation registered
on any exchange or of a bank, trust company, insurance company or
of any corporations, firm or individual engaged in the business of
dealing either as a broker or as a principal in securities, bills
of exchange acceptances or other forms of commercial paper. The
undersigned further represents that no one except the undersigned
has an interest in the account or accounts of the undersigned with
you.
JOINT AND SEVERAL LIABILITY
14. If the undersigned shall consist of more than one individual,
their obligations under this agreement shall be joint and several.
The undersigned have executed the Joint Account Agreement and made
the election required therein. Pursuant to that agreement, you may,
but are not required to, accept instructions from either joint party.
OPTION TRANSACTIONS
15. If at any time the undersigned shall enter into any transaction
for the purchase or resale of an option contract, the undersigned
hereby agrees to abide by the rules of any national securities
association, registered securities exchange or clearing organization
applicable to the trading of option contracts and, acting alone or
in concert, will not violate the position or exercise limitation
rules of any such association or exchange or of the Options Clearing
Corporation or other clearing organization.
SEPARABILITY
16. If any provision or condition of this agreement shall be held
to be invalid or unenforceable by any court, or regulatory or
self-regulatory agency or body, such invalidity or unenforceability
shall attach only to such provision or condition. The validity
of the remaining provisions and conditions shall not be affected
thereby and this agreement shall be carried out as if any such
invalid or unenforceable provision or condition were not contained
herein.
HEADINGS ARE DESCRIPTIVE
17. The heading of each provision hereof is for descriptive purposes
only and shall not be deemed to modify or qualify any of the rights
or obligations set forth in each such provision.
ASSIGNMENT OF PERSHING'S RIGHTS UNDER THIS AGREEMENT TO INTRODUCING
FIRM
18. The undersigned agrees that any rights that Pershing has under
this agreement, including but not limited to the right, to collect
any debit balance or other obligations owing in any of the accounts
of the undersigned may be assigned to the Introducing Firm of the
undersigned so that the undersigned's Introducing Firm may collect
from the undersigned independently or jointly with Pershing or
enforce any other rights granted to Pershing under this agreement.
ARBITRATION DISCLOSURES
19. ARBITRATION IS FINAL AND BINDING ON THE PARTIES.
THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDIES IN COURT,
INCLUDING THE RIGHT TO A JURY TRAIL.
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.
AGREEMENT TO ARBITRATE CONTROVERSIES
20. IT IS AGREED THAT ANY CONTROVERSY BETWEEN OR AMONG THE
UNDERSIGNED, PERSHING AND INTRODUCING FIRM OR ANY OF THEM ARISING
OUT OF PERSHING'S OR INTRODUCING FIRM'S BUSINESS OR THIS AGREEMENT,
SHALL BE SUBMITTED TO ARBITRATION BEFORE THE NEW YORK STOCK
EXCHANGE, INC. OR ANY OTHER NATIONAL SECURITIES EXCHANGE ON WHICH
A TRANSACTION GIVING RISE TO THE CLAIM TOOK PLACE (AND ONLY BEFORE
SUCH EXCHANGE) OR THE NASD, INC. REGULATION, AS THE UNDERSIGNED MAY
ELECT AND IN ACCORDANCE WITH THE RULES OBTAINING OF THE SELECTED
ORGANIZATION. ARBITRATION MUST BE COMMENCED BY SERVICE UPON THE
OTHER PARTY OF A WRITTEN DEMAND FOR ARBITRATION OR A WRITTEN NOTICE
OF INTENTION TO ARBITRATE, THEREIN ELECTING THE ARBITRATION TRIBUNAL.
IN THE EVENT THE UNDERSIGNED DOES NOT MAKE SUCH ELECTION WITHIN FIVE
(5) DAYS OF SUCH DEMAND OR NOTICE, THEN THE UNDERSIGNED AUTHORIZES
YOU TO DO SO ON BEHALF OF THE UNDERSIGNED.
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
DECERTIFIED; 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.
THE LAWS OF THE STATE OF NEW YORK GOVERN
21. THIS AGREEMENT AND ITS ENFORCEMENT SHALL BE GOVERNED BY THE
LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ITS CONFLICTS
OF LAWS PROVISIONS.
LOAN CONSENT
22. BY SIGNING THIS AGREEMENT, THE UNDERSIGNED ACKNOWLEDGES THAT
SECURITIES NOT FULLY PAID FOR BY THE UNDERSIGNED MAY BE LOANED TO
YOU OR LOANED OUT TO OTHERS.
THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE IN
PARAGRAPHS 19 AND 20 ON THIS PAGE. I ACKNOWLEDGE RECEIVING A
COPY OF THIS AGREEMENT.
SIGNATURES
(If a Corporation, Partnership or Other Entity) (If Individual)
_________________________ __________________
(Name of Entity) __________________
(Second Party if
Joint Account)
By_______________________
Title____________________
SEAL
Dated_____________________________ACCOUNT NO.____________________
