XXXXXX BROTHERS ===================================
Client Agreement --------
Customer Account Services CPI 3025
X.X. Xxx 0000 --------
Xxx Xxxx, XX 00000-0000 Before you sign this agreement,
read it thoroughly and return this
completed and signed agreement to
Xxxxxx Brothers at the address on
the left side of this page.
Subsequently you will receive
literature containing important
information about new accounts.
Read the information carefully and
retain it for future reference.
-------------------------------------------------
Account Number
Branch Account T C IR
831 52002 1 5 365
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Account Title/Name
Associated Investments, Inc.
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Account Title/Name
________________________________________________________________________________
Mailing Address
000 Xxxxxxxx Xxxxxx Xxxxx 000 Xxxxxxxxxx XX 00000
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A. Tax Certification. Under penalties of perjury, I certify that the number
shown below (and to the left) is my correct taxpayer identification number or if
not, then the number I have entered below (and to the right) is my correct tax
identification number, and that I am not subject to backup withholding because
(a) I have not been notified by the Internal Revenue Service (IRS) that I am
subject to backup withholding as a result of failure to report all interest or
dividends, or (b) the IRS has notified me that I am no longer subject to backup
withholding (see below), or (c) I am exempt from backup withholding (see below).
Note: You must cross out (b) above if you are currently subject to backup
withholding because of underreporting interest or dividends on your tax return.
The Internal Revenue Service does not require your consent to any provisions of
this document other than the certifications required to avoid backup
withholding.
For those exempt from backup withholding (see instructions on page 4), write the
word "EXEMPT" here:_________________________.
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B. Client Acknowledgment. I (we) hereby acknowledge that I (we) have read,
understand and agree to me terms of this agreement. If this is a joint account,
we further acknowledge that we have read, understand and agree to the terms of
this agreement contained in paragraph 21. Note: Texas residents must execute a
Texas Joint Account Supplement agreement (form 3882). I (We) acknowledge that I
(we) have received a copy of the agreement which contains a pre-dispute
arbitration clause at Paragraph 22; I (We) have read it and agree to its terms.
===================================================================================================================================
1. Account Owner's Signature (Please sign in box) Date 2. Account Owner's Signature (Please sign in box) Date
Xxxxx X. Xxxxxxx Controller 1/28/97
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3. Account Owner's Signature (Please sign in box) Date 4. Account Owner's Signature (please sign in box) Date
===================================================================================================================================
C. Name Disclosure. Please indicate your choice as to the release or withholding
of your name, address and securities positions to issuing corporations.
|_| NO, I do not want | my name, address and securities positions
| disclosed to any companies, upon their request, in
| which I own securities that are being held for me
| at Xxxxxx Brothers Inc. ("Xxxxxx") or any firm
|_| YES, I do want | acting as a clearing broker for Xxxxxx.
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D. Money Market Fund Agreement. Xxxxxx will be authorized (but not required) to
invest or "sweep" available cash in your account into one of its money market
funds unless you elect otherwise below. If you want to choose a particular money
market fund or you do not want available cash swept into a money market fund,
please indicate below. If you wish to discuss or change your choice of money
market funds, please contact your Investment Representative. (Note to Wisconsin
residents: You must indicate below specifically whether or not you wish to have
a money market sweep for your account.)
|_| NO, I do not want cash balances in my account automatically swept into
a money market fund.
|_| YES, I want the cash balances in my account automatically swept into
the fund of my choice.
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E. Joint Account With Rights of Survivorship. If the account has more than one
owner, this agree establishes a Joint Account With Rights of Survivorship. If
you and the other account owners wish to establish a Tenancy in Common instead,
each of you must execute a Joint Account Agreement As Tenants in Common in
addition to this Client Agreement. Note: Texas residents must execute a Texas
Joint Account Supplement agreement (form 3882).
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F. Margin Account Agreement. Complete this section only if you accept the margin
agreement described in paragraphs 15 through 19 of this agreement. In
consideration of your opening and maintaining one or more margin accounts on my
behalf, I (we) hereby acknowledge that I (we) have read, understand and agree to
the terms of a margin account contained in paragraphs 16 through 19 of this
agreement. By signing this agreement I (we) acknowledge that my (our) securities
may be loaned to you or loaned out to others. If this is a joint account, all
parties must sign.
===================================================================================================================================
1. Account Owner's Signature (Please sign in box) Date 2. Account Owner's Signature (please sign in box) Date
Xxxxx X. Xxxxxxx Controller 1/28/97
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3. Account Owner's Signature (please sign in box) Date 4. Account Owner's Signature (please sign in box) Date
===================================================================================================================================
Note for joint accounts: The Social Security Number of this account is the
number of the client whose name appears first in the account title. Do not enter
the number of any other account owner.
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----------------------------------
The Social Security Number or Taxpayer Identification Number
Taxpayer Identification Number on 000000000
Xxxxxx Brothers' records is ----------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
----------------------------------
The Social Security Number or Taxpayer Identification Number
or Tax Identification Number
shown to the left is incorrect. __________________________________
The CORRECT number is
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LBF 3025 (10/96) 1
XXXXXX BROTHERS ===================================
Client Agreement --------
Customer Account Services CPI 3025
X.X. Xxx 0000 --------
Xxx Xxxx, XX 00000-0000 Before you sign this agreement,
read it thoroughly and return this
completed and signed agreement to
Xxxxxx Brothers at the address on
the left side of this page.
Subsequently you will receive
literature containing important
information about new accounts.
Read the information carefully and
retain it for future reference.
-------------------------------------------------
Account Number
Branch Account T C IR
_________________________________________________
--------------------------------------------------------------------------------
Account Title/Name
________________________________________________________________________________
Account Title/Name
________________________________________________________________________________
Mailing Address
________________________________________________________________________________
A. Tax Certification. Under penalties of perjury, I certify that the number
shown below (and to the left) is my correct taxpayer identification number or if
not, then the number I have entered below (and to the right) is my correct tax
identification number, and that I am not subject to backup withholding because
(a) I have not been notified by the Internal Revenue Service (IRS) that I am
subject to backup withholding as a result of failure to report all interest or
dividends, or (b) the IRS has notified me that I am no longer subject to backup
withholding (see below), or (c) I am exempt from backup withholding (see below).
Note: You must cross out (b) above if you are currently subject to backup
withholding because of underreporting interest or dividends on your tax return.
The Internal Revenue Service does not require your consent to any provisions of
this document other than the certifications required to avoid backup
withholding.
For those exempt from backup withholding (see instructions on page 4), write the
word "EXEMPT" here:_________________________.
--------------------------------------------------------------------------------
B. Client Acknowledgment. I (we) hereby acknowledge that I (we) have read,
understand and agree to me terms of this agreement. If this is a joint account,
we further acknowledge that we have read, understand and agree to the terms of
this agreement contained in paragraph 21. Note: Texas residents must execute a
Texas Joint Account Supplement agreement (form 3882). I (We) acknowledge that I
(we) have received a copy of the agreement which contains a pre-dispute
arbitration clause at Paragraph 22; I (We) have read it and agree to its terms.
===================================================================================================================================
1. Account Owner's Signature (Please sign in box) Date 2. Account Owner's Signature (Please sign in box) Date
-----------------------------------------------------------------------------------------------------------------------------------
3. Account Owner's Signature (Please sign in box) Date 4. Account Owner's Signature (please sign in box) Date
===================================================================================================================================
C. Name Disclosure. Please indicate your choice as to the release or withholding
of your name, address and securities positions to issuing corporations.
|_| NO, I do not want | my name, address and securities positions
| disclosed to any companies, upon their request, in
| which I own securities that are being held for me
| at Xxxxxx Brothers Inc. ("Xxxxxx") or any firm
|_| YES, I do want | acting as a clearing broker for Xxxxxx.
--------------------------------------------------------------------------------
D. Money Market Fund Agreement. Xxxxxx will be authorized (but not required) to
invest or "sweep" available cash in your account into one of its money market
funds unless you elect otherwise below. If you want to choose a particular money
market fund or you do not want available cash swept into a money market fund,
please indicate below. If you wish to discuss or change your choice of money
market funds, please contact your Investment Representative. (Note to Wisconsin
residents: You must indicate below specifically whether or not you wish to have
a money market sweep for your account.)
|_| NO, I do not want cash balances in my account automatically swept into
a money market fund.
|_| YES, I want the cash balances in my account automatically swept into
the fund of my choice.
--------------------------------------------------------------------------------
E. Joint Account With Rights of Survivorship. If the account has more than one
owner, this agree establishes a Joint Account With Rights of Survivorship. If
you and the other account owners wish to establish a Tenancy in Common instead,
each of you must execute a Joint Account Agreement As Tenants in Common in
addition to this Client Agreement. Note: Texas residents must execute a Texas
Joint Account Supplement agreement (form 3882).
--------------------------------------------------------------------------------
F. Margin Account Agreement. Complete this section only if you accept the margin
agreement described in paragraphs 15 through 19 of this agreement. In
consideration of your opening and maintaining one or more margin accounts on my
behalf, I (we) hereby acknowledge that I (we) have read, understand and agree to
the terms of a margin account contained in paragraphs 16 through 19 of this
agreement. By signing this agreement I (we) acknowledge that my (our) securities
may be loaned to you or loaned out to others. If this is a joint account, all
parties must sign.
===================================================================================================================================
1. Account Owner's Signature (Please sign in box) Date 2. Account Owner's Signature (please sign in box) Date
-----------------------------------------------------------------------------------------------------------------------------------
3. Account Owner's Signature (please sign in box) Date 4. Account Owner's Signature (please sign in box) Date
===================================================================================================================================
Note for joint accounts: The Social Security Number of this account is the
number of the client whose name appears first in the account title. Do not enter
the number of any other account owner.
--------------------------------------------------------------------------------
----------------------------------
The Social Security Number or Taxpayer Identification Number
Taxpayer Identification Number on
Xxxxxx Brothers' records is __________________________________
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
----------------------------------
The Social Security Number or Taxpayer Identification Number
or Tax Identification Number
shown to the left is incorrect. __________________________________
The CORRECT number is
--------------------------------------------------------------------------------
LBF 3025 (10/96) 1 Copy
In consideration of Xxxxxx accepting my account and agreeing to act as my
broker, I agree to the following with respect to any of my accounts with you for
extensions of credit and the purchase and sale of securities, options, and other
property. This agreement shall not become effective until accepted by you in
your New York office. Acceptance may be evidenced by your internal records.
Throughout this agreement, "I," "me," "my," "we", and "us" refer to the client
and all others who are legally obligated on my accounts. "You" and "your" refer
to Xxxxxx, its subsidiaries and parents and any and all divisions, their
officers, directors, agents and/or employees.
1. MY REPRESENTATIONS. I represent that I am of the age of majority according to
the laws of my place of residence. I further request that I am not an employee
of any exchange or the National Association of Securities Dealers, Inc.
("NASD"), or of a member firm of any exchange or the NASD or of a bank, trust
company, insurance company, registered investment company or registered
investment advisory firm unless I have notified you to that effect. If I become
so employed, I agree to notify you promptly. I also represent that no persons
other than those signing this agreement have an interest in my account. I
understand that Xxxxxx is "prohibited under the NASD's "Free Riding and
Withholding Interpretation from selling securities in certain public offerings
to persons restricted by such rules. To my best knowledge, I am not presently so
restricted, and if I become so restricted I agree to notify you promptly.
I represent that the financial information objectives provided to you are
accurate in all material respects and that I will promptly inform you of any
material changes in my financial or other circumstances, including my investment
objectives.
2. DEFINITION OF "PROPERTY". In this agreement the word "property" means
securities of all kinds, certificates of deposit, commercial paper, monies,
options, commodities and contracts for the future delivery of, or otherwise
relating to, commodities or securities and all other property usually and
customarily dealt in by brokerage firms.
3. ORDERS, EXECUTIONS, DELIVERIES, SETTLEMENTS AND ORAL AUTHORIZATIONS. In
giving orders to sell, I will inform you which sales are "short" and which are
"long" sales. A "short sale" means any sale of a security not owned by the
seller or any sale that is consummated by delivery of a borrowed security. The
designation of a sale order as "long" is my representation that I own the
security, and if the security is not in your possession at the time of the
contract for sale, I agree to deliver it to you by settlement date. In case of
non-delivery of a security, you are authorized to purchase the security to cover
my position and charge any loss, commissions and fees to my account. I agree
that if you fail to receive payment for securities purchased you may, without
prior demand or notice, sell securities or other property held by you in any of
my accounts and any resulting loss will be charged to my account. Unless I
direct that an order to purchase or sell securities be executed on a specified
exchange or market and you agree to such execution, you will, at your sole
discretion and without prior notification to me, execute the order on the
over-the-counter market in any location or on any exchange, including a foreign
exchange where such security is traded, either on a principal or agency basis. I
agree that you shall in incur no liability in acting upon oral instructions
given to you concerning my account.
4. OPTION POSITIONS-MARGIN DEPOSITS. I agree not to enter into any purchase or
sale of equity, debt, foreign currency or index put & call options without
having read and fully understood the terms, conditions, and risks, as forth in
the Characteristics and Risks of Standardized Options booklet and applicable
supplements which you agree to furnish me prior to such transactions. I
understand clients' short options positions are assigned on an automated random
basis. All short options positions can be assigned at any time including the day
written. I agree that solely for purposes of entering into options positions,
you may treat my account as a margin account; except that you may not pledge,
repledge, hypothecate or rehypothecate my property in your possession or under
your control unless I execute the margin agreement provided herein. I also agree
not to exceed the position or exercise limits set by the options exchange,
either acting alone or in concert with others.
5. NOTICE TO EXERCISE OPTION. If I purchase any listed option, I will notify you
of my intention to exercise such option no later then two hours before the
expiration time of the option (one hour in the case of an over-the-counter
option). Failure to give such notice will constitute an abandonment of the
option, in which event it may be exercised for my account if it would be
profitable to do so. Except as required by the Options Clearing Corporation
Rules, you have no obligation to exercise any option absent specific
instructions form me to that effect. If it would not be profitable for my
account due to commission expenses, it may be permitted to expire or, at your
discretion, sold or acquired by you for some equitable payment to me based on
your expenses and risk, without any liability or responsibility on your part to
me.
6. IMPARTIAL LOTTERY ALLOCATION SYSTEM; CALL FEATURES. When you hold on my
behalf bonds or preferred stocks in street or bearer form which are callable in
part, I agree to participate in the impartial lottery allocation system of the
called securities in accordance with the change to provisions of the New York
Stock Exchange, Inc. ("NYSE") rules. Further, I understand when the call is
favorable, no allocation will be made to any account in which you, your
officers, or employees, have a financial interest until all other clients';
positions in such securities are satisfied on an impartial lottery basis.
For debt securities, call or other redemption features, in addition to those
disclosed on the trade confirmation, may exist. Debt securities subject to call
or redemption features, such as sinking funds, may be redeemed in whole or in
part before maturity, or before the first scheduled call dates. The existence of
sinking funds, or other special mandatory redemption features, may not be
disclosed on a trade confirmation. It is my obligation to review all
prospectuses and offering statements I may receive, and to understand the risks
of extraordinary calls or early redemptions, which may affect yield. Issuers may
from time to time publish notices of offers to redeem debt securities within
limited time, price and tender parameters. I understand that you are not
obligated to notify me of such published calls, nor will you tender any
securities on my behalf.
7. RESTRICTIONS ON TRADING; TERMINATION. I understand that you may in your sole
discretion prohibit or restrict trading of securities or substitution of
securities in any of my accounts and refuse to enter into any transaction with
me. You have the right to terminate any of my accounts (including multiple owner
accounts) at any time by notice to me.
8. TRANSFER OF FUNDS BY WIRE. By giving you instructions to transfer funds by
wire from my accounts to any bank or other entity, I agree to provide you with
an accurate account number designating the account to receive such funds. I
acknowledge that the bank or other receiving entity may be under no obligation
to verify the identity of the beneficiary of the funds transfer and may rely
exclusively upon the account number provided by me. I agree to indemnify and
hold you harmless from and against all liabilities arising from the provision by
me of an inaccurate account number.
9. TRANSFER OF EXCESS FUNDS; EXCHANGE RATE FLUCTUATIONS. You may transfer excess
funds (also called "free credit balances") between any of my accounts (including
commodity accounts) for any reason not in conflict with the Commodity Exchange
Act or any other applicable law. If you effect any transactions for me requiring
a foreign currency, any profit or loss as a result of a fluctuation in the
applicable exchange rate will be charged or credited to my account.
10. PRINCIPAL, INTEREST AND DIVIDEND PAYMENTS. With respect to principal and
interest payments on debt instruments, you may credit my account with principal
and interest due on the payment dates and are entitled to recover any such
payments from me if the same are not actually received by your from the trustee
or payment agent. You may redeem my money market fund shares, without notice, to
the extent necessary to satisfy any debits arising in any of my accounts. I
acknowledge that interest will not be paid to me on credit balances in any of my
accounts unless specifically agreed to by you in writing. You are not required
to remit interest or dividends to me on a daily basis.
11. FEES AND CHARGES. I understand that you may impose various service charges
and other fees relating to my account as well as charge commissions and other
fees for execution of transactions to purchase and sell securities, options or
other property, and I agree to pay such charges, commissions and fees at your
prevailing rates. I also understand that such charges, commissions and fees may
be changed from time to time without notice to me and I agree to be bound
thereby. I may be subject to an administrative fee on any of my accounts which
produce insufficient commission revenue for any calendar year and you will
notify me prior to applying this fee. I agree to pay a late charge, to the
extent permitted by law, if I purchase securities on a cash basis and fail to
pay for such securities by settlement date. Any late charge you may impose will
be at the maximum rate of interest set forth in your disclosure statement and
may be charged from the settlement date to the date of payment.
12. ACCURACY OF REPORTS; COMMUNICATIONS. Confirmation of orders and statements
of my accounts shall be conclusive if not objected to in writing within ten days
after mailing by you to me. In the even I fail to receive a confirmation within
ten days from the date of a transaction in my account, I agree to notify you
immediately in writing. Until you have received notice in writing from me of a
different address, communications mailed to me at the address specified by me
shall be deemed to have been personally delivered to me and I agree to waive all
claims resulting from failure to receive such communications.
13. INTRODUCED ACCOUNTS. If my account has been introduced to you and is carried
by you only as a clearing broker, I agree that you are not responsible for the
conduct of the introducing broker and your only responsibilities to me relate to
your execution, clearing and bookkeeping of transactions in my account.
14. SECURITY INTEREST. As security for the payment of all liabilities or
indebtedness presently outstanding or to be incurred under this or any other
agreement between us, I grant you a security interest in any and all property
belonging to me or in which I may have an interest, held by you or carried in
any of my accounts including individual, multiple owner or commodity accounts.
All property shall be subject to such security interest as collateral for the
discharge of my obligations to you, wherever or however arising and without
regard to whether or not you have made loans with respect to such property. You
are authorized to sell and/or purchase any and all property in any of my
accounts or to liquidate any open options, commodity futures or forward
contracts or redeem money market funds in any of my accounts without notice in
order to satisfy such obligations. In enforcing your security interest, you
shall have the discretion to determine the amount, order and manner of property
to be sold and shall have all the rights and remedies available to a secured
party under the New York Uniform Commercial Code. Without your prior written
consent, I will not cause or allow any of the collateral held in my account
whether now owned or hereafter acquired, to be or become subject to any liens,
security interests, mortgages or encumbrances of any nature other than your
security interest.
15. LIQUIDATION OF COLLATERAL OR ACCOUNT. You may sell any or all property held
in any of my accounts and cancel any open orders for the purchase or sale of any
property without notice in the event of my death or whenever in your discretion
you consider it necessary for your protection. In such events you also may
borrow or buy-in all property required to make delivery against any sale,
including a short sale, effected for me. Such sale or purchase may be public or
private and may be made without advertising or notice to me and in such manner
as your may in your discretion determine. No demands, calls, tenders or notices
by you shall invalidate this waiver by me. At any such sale you may purchase the
property free of any right of redemption and I shall be liable for any remaining
deficiency in any of my accounts.
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MARGIN AGREEMENT;
PARAGRAPHS 16 THROUGH 19 APPLY ONLY TO MARGIN ACCOUNTS.
16. MARGIN LOANS. From time to time you may, at your discretion, make loans to
me for the purpose of purchasing, carrying or trading in securities ("Margins
Loans"). Pursuant to Regulation T, Margin Loans will be made in a Margin
Account. The minimum and maximum amount of any particular loan may be
established by you in your discretion regardless of the amount of collateral
delivered to you and you may change such minimum and maximum amounts from time
to time.
17. PAYMENT OF LOANS ON DEMAND. I agree to pay ON DEMAND any balance owing on
any of my accounts, including interest, commissions and late charges and any
costs of collection (including attorneys' fees, if incurred by you). I
understand that you may demand full payment of the balance due in my accounts
plus any interest charges at your sole option, at any time and whether or not
such demand is made for your protection. I understand that all
LBF 3025 (10/96) 2 Copy
loans made are not for any specific term or duration but are due and payable at
your discretion upon demand for payment made to me. I agree that all payments
received for my accounts including interest, dividends, premiums, principal or
other payments may be applied any you to by balances due in any of my accounts.
18. MAINTENANCE OF COLLATERAL. I understand that the properties in my Margin
Account may be carried as general loans and may be pledged or hypothecated by
you separately or in common with other properties. The pledge or hypothecation
by you may secure your indebtedness equal to or greater than the amount owed to
you by me. If hypothecated, I understand that Xxxxxx Brothers will return to me
identical securities, and make distributions me equivalent to those on the
underlying securities. I further understand that if such securities are
hypocathecated, this will not diminish my risk of loss or opportunity for gain.
I agree to deposit additional collateral, as you may in your discretion require
from time to time, in the form of cash or securities in accordance with the
rules and regulations of the Federal Reserve Board, the NYSE, the American Stock
Exchange, Inc. ("AMEX"), other national securities exchanges, associations or
regulatory agencies under whose jurisdiction you are subject and your own
minimum house margin maintenance requirements. If I no longer maintain a debit
balance or an indebtedness to you, you will fully segregate all securities in my
accounts in your safekeeping or control (directly or through a clearing house)
and/or deliver them to me upon my request.
19. INTEREST CHARGES AND PAYMENTS. I agree to pay interest, to the extent not
prohibited by the laws of the State of New York, upon all amounts advanced and
other balances due in my accounts in accordance with your current disclosure
statement which by his reference is herein specifically incorporated. By
entering into any transactions with you after I receive your current disclosure
statement, I acknowledge that I have read and agree to its terms for all past
and future transactions in my account. I understand that interest on all debit
balances shall be payable ON DEMAND and that in the absence of any demand
interest shall be due on the first business day of each interest period. My
daily net debit balance will include accrued interest I have not paid from prior
interest periods, if any. Thus, to the extent permitted by applicable law you
may charge me compound interest. Payments of interest and principal and all
other payments made by me under this agreement shall be made to your main office
in New York, New York. You may, in your discretion, not deem any check or other
remittance to constitute payment until it has been paid by the drawee and the
funds representing such payment have become available to you.
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20. CREDIT AND BUSINESS CONDUCT INFORMATION AND INVESTIGATION. I authorize you
at your discretion to obtain reports and to provide information to others
concerning my credit standing and my business conduct. You may ask credit
reporting agencies for reports of my credit history. Upon my request you will
inform me whether you have obtained any such consumer reports and if you have,
you will inform me of the name and address of the credit reporting agency that
furnished the reports to you.
21. JOINT ACCOUNTS; DESIGNATION OF TENANCY.
a. If this is a Joint Account, we agree that each of us shall have the authority
on behalf of the account to buy, sell (including short sales) and otherwise deal
in, through you as brokers or dealers, securities, options or other property on
margin or otherwise; to receive for the account, confirmations, statements and
communications of every kind; to receive for the account and to dispose of
money, securities and other property; to make, terminate, or modify for the
account, agreements relating to these matters or waive any of the provisions of
such agreements; and generally to deal with you as if each of us along were the
account owner, all without notice to all account owners. We agree that notice to
any account owner shall be deemed to be notice to all account owners. Each
account owner shall be jointly and severally liable for this account.
b. You may follow the instructions of any of us concerning this account and make
deliveries to any of us, of any or all securities or other property in this
account, and make payments to any of us, of any or all monies in this account as
any of us, may order and direct, even if such deliveries and/or payments shall
be made to one of us personally or to third parties. You shall be under no
obligation to inquire into the purpose of such demand for delivery of
securities, property, or payment of monies, and you shall not be bound to see to
the application or disposition of the said securities, property, and/or so
delivered or paid to any of us. Notwithstanding the foregoing, you are
authorized, in your discretion, to require joint action by the joint tenants
with respect to any matter concerning the joint account, including the giving or
cancellation of orders and the withdrawal or transfer of monies, securities or
other property.
c. In the event of the death of any of us, the survivor(s) shall immediately
give you written notice thereof, and you may, before of after receiving such
notice, take such actions, require such papers, retain such portion of the
account and/or restrict transactions in the account as you may deem advisable to
protect you against any tax, liability, penalty or loss under any present or
future laws or otherwise. The estate of any of us who shall have died shall be
liable and each survivor will be liable, jointly and severally, to you for any
debt or loss in this account resulting from the completion of transactions
initiated prior to your receipt of a written notice of such death or incurred in
the liquidation of the account or the adjustment of the interests of the
respective parties.
d. Any taxes or other expenses becoming a lien against or being payable out of
the account as a result of the death of any of us, or through the exercise by
his or her estate or representatives of any rights in the account shall be
chargeable against the interest of the survivor(s) as well as against the
interest of the estate of the descendent. This provision shall not release the
decedent's estate from any liability provided for in this agreement.
e. It is express intention of us to create an estate or account as joint tenants
with rights of survivors and not as tenants-in-common, unless a separate
Tenancy-in-Common form is properly completed. In the event of the death of
either or any of us, the entire interest in the joint account shall be vested in
the survivor(s) on the same terms and conditions as theretofore held, without in
any manner releasing the descendent's estate from the liability, unless properly
designated as a Tenancy-in-Common.
22. ARBITRATION.
o Arbitration is final and binding on the parties.
o The parties are waiving their right to seek remedies in court, including the
right to a jury trail.
o Pre-arbitration discovery is generally more limited than and different from
court proceedings.
o The arbitrators' award is not required to include factual findings or legal
reasoning and any parry's right to appeal or to seek modification of rulings
by the arbitrators is strictly limited.
o The panel of arbitrators will typically include a minority of arbitrators who
were or are affiliated with the securities industry.
Any controversy: (1) arising out of or relating to any of my accounts with you,
maintained individually or jointly with any other party, in any capacity; or (2)
with respect to transactions of any kind executed by, through or with you, your
officers, directors, agents and/or employees; or (3) relating to my transactions
or accounts with any of your predecessor firms by merger, acquisition or other
business combination from the inception of such accounts; or (4) with respect to
this agreement or any other agreements entered into with you relating to my
accounts, or the breach thereof, shall be resolved by arbitration conducted only
at the NYSE, NASD, or AMEX or any other self-regulatory organization ("SRO")
subject to the jurisdiction of the Securities and Exchange Commission and
pursuant to the arbitration procedures then in effect at any such exchange or
SRO as I elect. If I do not make such election by registered mail addressed to
you at your main office within 5 days after demand by you that I make such
election, then you will have the right to elect the arbitration tribunal of your
choice. Judgment upon any award rendered by the arbitrators may be entered in
any court having jurisdiction thereof. 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 but 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 action is
decertified; or (iii) such person 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
foregoing agreement to arbitrate does not entitle me to obtain arbitration of
claims that would be barred by the relevant statutes of limitations if such
claims were brought in a court of competent jurisdiction. If, at the time that a
demand for arbitration is made or an election or notice of intention to
arbitrate is served, the claims sought to be arbitrated would have been barred
by the relevant statue of limitations or other time bar, any party to this
agreement may assert the limitations as a bar to the arbitration either before
the arbitrators or by applying to any court of competent jurisdiction. I
expressly agree that any issues relating to the application of a statute of
limitations or other time bar are referable to such court.
23. GOVERNING LAW AND APPLICABLE REGULATIONS. This agreement, including the
arbitration provisions in paragraph 22, shall be governed by the laws of the
State of New York without giving effect to the choice of law or conflict of laws
provisions thereof. All transactions entered into under this agreement shall be
subject to any applicable constitution, rules, regulations, customs and usages
of the exchange or market and its clearinghouse, if any, where such transactions
are executed by Xxxxxx or its agents and to all applicable laws, rules,
regulations of governmental authorities and SROs (collectively the "Rules"). Any
reference to such Rules in this agreement shall in no way be construed to create
a cause of action arising from any violation of such Rules. If any Rule is
enacted that would be inconsistent with any of the provisions of this agreement,
the provision so affected shall be deemed modified or superseded by the
enactment, but the remaining provisions of this agreement shall remain in full
force and effect.
24. BINDING EFFECT; ASSIGNMENT. This agreement and its terms shall be binding
upon my heirs, executors, successors, administrators, assigns, committee and/or
conservators ("successors"). In the event of my death, incompetency, or
disability, whether or not any successors of my estate and property shall have
qualified or been appointed, you may continue to operate as though I were alive
and competent and you may liquidate my account as described in Paragraph 15
above without prior notice to or demand upon my successors. This agreement shall
inure to the benefit of your assigns and successors, by merger, consolidation or
otherwise (and you may transfer my accounts to any such successors and assigns
at your discretion).
25. WAIVER NOT IMPLIED. Your failure to insist at any time upon strict
compliance with this agreement or with any of its terms or any continued course
of such conduct on your part shall not constitute or be considered a waiver by
you of any of your rights.
26. NO ORAL MODIFICATION; EFFECT ON PRIOR AGREEMENTS. No modification of this
agreement shall be effective unless in writing and executed by you and me. The
signing of this agreement supersedes any prior agreement (except those governing
transactions in my commodity accounts) made with you or any of your predecessors
or assignors. To the extent this agreement is inconsistent with any other
agreement governing my account, the provisions of this agreement shall govern.
27. FOREIGN SECURITIES. If my account contains securities issued by a foreign
issuer, I acknowledge that you are acting solely as a custodian with respect to
such securities and have no obligation to provide me with any proxies, annual
statements or other disclosures from the issuer or facilitate my participation
in any rights offer or other transaction that the issuer may conduct with or
offer to holders of its securities.
28. NOTICES; CLEARING ARRANGEMENTS. You will endeavor to notify me in advance of
any calls in my Margin Account and to provide various other notices relating to
activities in my accounts. But, I understand that you reserve the right to take
any necessary or appropriate action with respect to my accounts permitted by
this Agreement and/or required by law or regulation without prior notice to me
in advance of any such action. I acknowledge and consent that you may, from time
to time, monitor and/or electronically record conversations between me/us and
your employees or agents for the purpose of quality assurance, employee
training, and the mutual protection of both of us. Any such recordings may be
offered by you as evidence in any arbitration or other proceedings relating to
this agreement. During the term of any clearing agreement between Xxxxxx and any
broker/dealer that is providing Xxxxxx clearing services, Xxxxxx'x rights and
benefits (but not its obligations) under this agreement shall inure to any such
clearing firm.
LBF 3025 (10/96) 3 Copy
IMPORTANT TAX INFORMATION
Under the Interest and Dividend Tax Compliance Act of 1983 you (as a payee) are
required to provide us with your correct Taxpayer Identification Number (TIN).
If you are an individual, your TIN is your Social Security Number. If you do not
provide us with your correct TIN you may be subject to a $50 penalty to the
I.R.S. and backup withholding tax, at a rate of 31% on all dividends, interest
and other payments made by us to you after January 1, 1984. Even though our
records indicate a TIN for your account, you must use the attached form to
certify the number as it appears on our files or to furnish us with your correct
TIN.
Instructions
(Section references are to the Internal Revenue Code.)
Purpose of Form. A person who is required to file an information return with the
IRS must obtain your correct taxpayer identification number (TIN) to report
income paid to you, real estate transactions, mortgage interest you paid, the
acquisition or abandonment of secured property, or contributions you made to an
individual retirement arrangement (XXX). Use Form W-9 to furnish your correct
TIN to the requester (the person asking you to furnish your TIN), and, when
applicable, (1) to certify that the TIN you are furnishing is correct (or that
you are waiting for a number to be issued), (2) to certify that you are not
subject to backup withholding, and (3) to claim exemption from backup
withholding if you are an exempt payee. Furnishing your correct TIN and making
the appropriate certifications will prevent certain payments from being subject
to backup withholding. Note: If a requester gives you a form other than a W-9 to
request your TIN, you must use the requester's form.
How to Obtain a TIN. If you do not have a TIN, apply for one immediately. To
apply, get Form SS-5, Application for a Social Security Number Card (for
individuals) from your local office of the Social Security Administration, or
Form SS-4, Application for Employer Identification Number (for business and
other entities), from your local Internal Revenue Service office. To complete
Form W-9. If you do not have a TIN, write "Applied For" in the space for the TIN
in Part 1, sign and date the form, and give it to the requester. Generally, you
will then have 60 days to obtain a TIN and furnish it to the requester. If the
requester does not receive your TIN within 60 days, backup withholding, if
applicable, will begin and continue until you furnish your TIN to the requester.
For reportable interest or dividend payments, the payer must exercise one of the
following options concerning backup withholding during the 6O-day period. Under
option (1), a payer must backup withhold on any withdrawals you make from your
account after 7 business days after the requester receives this form back from
you. Under option (2), the payer must backup withhold on any reportable interest
or dividend payments made to your account, regardless of whether you made any
withdrawals. The backup withholding under option (2) must begin no later than 7
business days after the requester receives this form back. Under option (2) the
payer is required to refund the amounts withheld if your certified TIN is
received within the 6o-day period and you were not subject to backup withholding
during that period. Note: Writing "Applied For" on the form means that you xxxx
already applied for a TIN OR that you intend to apply for one in the near
future. As soon as you receive your TIN, complete another Form W-9, including
your TIN, sign and date the form, and give it to the requester.
What is Backup Withholding? Persons making certain payments to you are required
to withhold and to pay the IRS 31% of such payments under certain conditions.
This is called "backup withholding". Payments that could be subject to backup
withholding include interest, dividends, broker and barter transactions, rents,
royalties, nonemployee compensation, and certain payments from fishing boat
operators, but do not include real estate transactions.
If you give the requester your correct TIN, make the appropriate certifications,
and report all your taxable interest and dividends on your tax return, your
payments will not be subject to backup withholding. Payments you receive will be
subject to backup withholding if:
(1) You do not furnish your TIN to the requester, or
(2) IRS notifies the requester that your furnished an incorrect TIN, or
(3) You are notified by the IRS that you are subject to backup withholding
because you failed to report all your interest and dividends on your
tax return (for interest and dividend accounts only), or
(4) You fail to certify to the requester that you are not subject to
backup withholding under (3) above (for interest and dividend
accounts opened after 1983 only), or
(5) You fail to certify your TIN. This applies only to interest, dividend,
broker, or barter exchange accounts opened after 1983, or broker
accounts considered inactive in 1983.
For other payments, you are subject to backup withholding only if (1) or (2)
above applies. Certain payees and payments are exempt from backup withholding
and information reporting. See Payees and Payments Exempt From Backup
Withholding, and Exempt Payees and Payments under Specific Instructions, below,
if you are an exempt payee.
Payees and Payments Exempt From Backup Withholding. The following is a list of
payees exempt from backup withholding and for which no information reporting is
required. For interest and dividends, all listed payees are exempt except item
(9). For broker transactions, payees listed in (1) through (13), and a person
registered under the Investment Advisers Act of 1940 who regularly acts as a
broker are exempt. Payments subject to reporting under sections 6041 and 6041A
are generally exempt from backup withholding only if made to payees described in
items (1) through (7), except that a corporation that provides medical and
health care services or bills and collects payments for such services is not
exempt from backup withholding or information reporting. Only payees described
in items (2) through (6) are exempt from backup withholding for barter exchange
transactions, patronage dividends, and payments by certain fishing boat
operators.
(1) A corporation.
(2) An organization exempt from tax under section 501(a), or an individual
retirement plan (XXX), or a custodial account under 403(b)(7).
(3) The United States or any of its agencies or instrumentalities.
(4) A state, the District of Columbia, a possession of the United States,
or any of their political subdivisions or instrumentalities.
(5) A foreign government or any of its political subdivisions, agencies or
instrumentalities.
(6) An international organization or any of its instrumentalities.
(7) A foreign central bank of issue.
(8) A dealer in securities or commodities required to register in the U.S.
or a possession of the U.S.
(9) A futures commission merchant registered with the Commodity Future
Trading Commission.
(10) A real estate investment trust.
(11) An entity registered at all times during the tax year under the
Investment Company Act of 1940.
(12) A common trust fund operated by a bank under section 584(a).
(13) A financial institution.
(14) A middleman known in the investment community as a nominee or listed
in the most recent publication of the American Society of Corporate
Secretaries, Inc. Nominee list.
(15) A trust exempt from tax under section 664 or described in section
4947.
Payments of dividends and patronage dividends generally not subject to backup
withholding also include the following:
o Payments to nonresident aliens subject to withholding under section
1441.
o Payments to partnerships not engaged in a trade or business in the
U.S. and that have at least one nonresident partner.
o Payments of patronage dividends not paid in money.
o Payments made by certain foreign organizations.
Payments of interest generally not subject to backup withholding include the
following:
o Payments of interest on obligations issued by individuals. Note: You
may be subject to backup withholding if this interest is $600 or more
and is paid in the course of the payer's trade or business and you
have not provided your correct TIN to the payer.
o Payments of tax-exempt interest (including exempt-interest dividends
under section 852).
o Payments described in section 6049(b)(5) to nonresident aliens.
o Payments on tax-free covenant bonds under section 1451.
o Payments made by certain foreign organizations.
o Mortgage interest paid by you.
Payments that are not subject to information reporting are also not subject to
backup withholding. For details, see sections 6041, 6041A(a), 6042, 6044,
6045, 6049, 6050A, and 6050N, and the regulations under such sections.
Penalties
Failure to Furnish TIN. If you fail to furnish your correct TIN to a requester,
you are subject to a penalty of $50 for each such failure unless your failure is
due to reasonable cause and not to willful neglect.
Failure To Include Certain Items on Your Tax Return. - If you fail to properly
include on your tax return certain items reported to the IRS, such failure will
be treated as being due to negligence, and you will be subject to a penalty of
5% on any part of an underpayment of tax attributable to that failure unless
there is clear and convincing evidence to the contrary.
Civil Penalty for False Information With Respect To Withholding. If you make a
false statement with no reasonable basis that results in no imposition of backup
withholding, you are subject to a penalty of $500.
Criminal Penalty for Falsifying Information. Willfully falsifying certifications
or affirmations may subject you to criminal penalties including fines and/or
imprisonment.
Specific Instructions
Name. if you are an individual, generally provide the name shown on your social
security card. However, if you have changed your last name, for instance, due to
marriage, without informing the Social Security Administration of the name
change, please enter your first name and both the last name shown on your social
security card and your new last name.
Signing the Certification.
(1) Interest, Dividend, and Barter Exchange Accounts Opened Before 1984 and
Broker Accounts That Were Considered Active During 1983. - You are not
required to sign the certification; however, you may do so. You are
required to provide your correct TIN.
(2) Interest, Dividend, Broker and Barter Exchange Accounts Opened After 1983,
and Broker Accounts That Were Considered Inactive During 1983. - You must
sign the certification or backup withholding will apply. If you are subject
to backup withholding and you are merely providing your correct TIN to the
requester, you must cross out item (b) in the certification before signing
the form.
(3) Real Estate Transactions. - You must sign the certification. You may cross
out item (b) of the certification if you wish.
(4) Other Payments. - You are required to furnish your correct TIN, but you are
not required to sign the certification unless you have been notified of an
incorrect TIN. Other payments include payments made in the course of the
requester's trade or business for rents, royalties, goods (other than bills
for merchandise), medical and health care services, payments to a
nonemployee for services (including attorney and accounting fees), and
payments to certain fishing boat crew members.
(5) Mortgage Interest Paid by You, Acquisition or Abandonment of Secured
Property, or XXX Contributions. - You are required to furnish your correct
TIN, but you are not required to sign the certification.
(6) Exempt Payees and Payments. - If you are exempt from backup withholding,
you should complete this form to avoid possible erroneous backup
withholding. Enter your correct TIN in Part I, write "EXEMPT" in the block
in Part II, sign and date the form. If you are a nonresident alien or
foreign entity not subject to backup withholding, give the requester a
completed Form W-8, Certificate of Foreign Status.
(7) TIN "Applied For." - Follow the instructions under How To Obtain a TIN,
above, sign and date this form. You must provide a TIN whether or not you
are required to file a tax return. Payers must generally withhold 31% of
taxable interest, dividend, and certain other payments to a payee who does
not furnish a TIN to a payer. Certain penalties may also apply.
What Name and Number To Give The Requester
(1) List first and circle the names of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Show the name of the owner.
(4) List first and circle the name of the legal trust, estate, or pension
trust.
Note: If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.
LBF 3025 (10/96) 4
