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EXHIBIT 7.1
COMMAND ACCOUNT MARGIN AGREEMENT
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 AccountSM ("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 Gard
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.
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*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.
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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 institutions 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 with Client's Visa/Check
Account. If a Card is issued, Client requests that a Personal Identification
Number ("PIN") be issued as well so that Client may access Client's COMMAND
Account through the Visa and/or Plus Automated Teller Machine ("ATM") Network.
Client understands that Client's application for a Visa/Check Account is
accepted by PB when a Card and PIN are issued to Client or Checks are provided,
and is subject to applicable rules and regulations of Visa USA Inc. and Visa
International. Client agrees that by signing, using, or permitting another to
use the Checks, Card or PIN, Client will be bound by the following terms and
conditions. Client will surrender any unused Checks and Card(s) and discontinue
utilization of Client's Visa/Check Account immediately upon request of PB or
Prudential Securities. Client understands that PB will open Client's Visa/Check
Account in the name supplied to it by Prudential Securities, that
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information concerning transactions in Client's Visa/Check Account or the status
of such account will be furnished to Client by Prudential Securities, and that
billing error disputes or inquiries are to be directed to Prudential Securities.
AUTHORIZATION LIMIT Client may write Checks on the Visa/Check Account with PB,
and/or may utilize the Visa Card. The Visa Card may be used by Client to make
purchases of merchandise and services, to obtain cash advances (which a bank may
limit to $5,000 or less per account per day), and to obtain cash through the
Visa and/or Plus(R) ATM Network (which is limited to 5 withdrawals per day and a
maximum total withdrawal of $1,000 per day; some institutions may have a lower
limit). The aggregate amount available for such purposes (the "Authorization
Limit") will be the total of (i) the uninvested free credit cash balance, if
any, in the Securities Account pending investment in shares of the Primary Fund
or deposit into CMIIA; (ii) the net asset value of Client's shares in the
Primary Fund and Secondary Fund, the balance in CMIIA, the net asset value of
Client's shares in Prudential Money Funds and balances in other insured income
accounts, if any; and (iii) where applicable, the available margin loan value of
any securities in Client's Securities Account. PB will notify Prudential
Securities daily as to the amount of all Card purchases, cash advances and Check
usage in Client's Visa/Check Account received and paid by PB, and Prudential
Securities will promptly make payment to PB on Client's behalf for all Card
purchases, cash advance and Check usage posted to Client's Visa/Check Account.
Client understands that Client's Authorization Limit is instantaneously reduced
(by the amount of all Card purchases, cash advance and Check usage) at the time
PB is notified of any such use of the Card. However, Prudential Securities will
not debit Client's Securities Account until the twenty-fifth day of each month
or the prior business day if the twenty-fifth falls on a weekend or holiday for
all Card purchases. Pending delayed debiting of Card purchases, Client may
continue to trade securities in Client's Securities Account. However, Client may
not dispose of assets in Client's COMMAND Account or any other account Client
may have with Prudential Securities if such disposal will negatively affect
Client's obligation to pay Prudential Securities for Card purchases. Shares in
the COMMAND Funds, balances in CMIIA, shares in Prudential Money Funds or
balances in other insured income accounts are not redeemed or withdrawn until
Prudential Securities is notified of the Check or cash advance charge or until
the monthly debit to Client's Securities Account for Card purchases is made.
Prudential Securities will make payment to PB to the extent that sufficient
funds may be provided first, from the free credit cash balance, if any, held in
the Securities Account; and second, from the proceeds of redemption of Client's
shares in the COMMAND Funds, or withdrawal of balance in CMIIA, or from the
proceeds of redemption of Client's shares in the Prudential Money Funds or
withdrawal of balances in other insured income accounts; and third, if
applicable, should such sources prove insufficient, from margin loans made by
Prudential Securities fro Client's Securities Account within the available
margin loan value of the securities in the account. If Prudential Securities
does advance such monies, such amount will be a loan by Prudential Securities to
Client and will be secured by securities in any Prudential Securities account in
which Client may have an interest. All Visa/Check Account transactions within
Client's Authorization Limit will be paid to PB by Prudential Securities from
and through Client's Securities Account, as provided by this Agreement and
hereby authorized by Client. Since the amount so available is dependent upon the
status of clearance of checks deposited by Client to the Securities Account as
well as securities prices and the status of transactions in the Securities
Account and the Visa/Check Account, it will fluctuate from day to day.
CREDIT If Prudential Securities extends credit to Client, interest will be
charged from the day it makes payment to PB on Client's behalf at the same rate
Prudential Securities generally charges for margin loans. Client acknowledges
receipt of Prudential Securities's standard written statement of margin interest
charges and other terms and conditions for margin accounts. Should these sources
prove to be insufficient to satisfy all charges owing in the Visa/Check Account,
PB may advance the balance of funds and will charge interest at a rate to be
determined by PB for the time such Visa/Check Account is overdrawn. Any such
amount, including interest, will be due and payable by Client to PB immediately.
VISA GOLD CARD The Visa Card may be used by Client to make purchases of
merchandise and services, to obtain cash advances, and to obtain cash through
the Visa and/or Plus(R) ATM Network. Whenever Client uses the Card to pay for
merchandise or services, or to obtain a cash advance, Client will be required to
sign a transaction draft as evidence of the transaction, which will be forwarded
through card processing systems to PB for payment. Client's Card transaction
receipts are only available upon individual request. The Card remains the
property of PB and may be canceled by PB at any time without prior notice.
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4. VISA SERVICE DISCLAIMER. Client understands that if Client is eligible and
elects to receive a Card, Client will be provided with services and benefits
outlined in the COMMAND Program Description and COMMAND Account Services & Visa
Gold Benefits pamphlet furnished to Client (the "COMMAND Card Services"). Client
acknowledges and agrees that these COMMAND Card Services are provided by Visa
USA's third-party providers, or other service providers, over which Prudential
Securities has no responsibility or control. Therefore, Prudential Securities
expressly disclaims liability, and Client agrees that Prudential Securities
shall have no liability, for any acts, omissions, claims, costs, losses, or
damages arising from or relating to use by Client of the COMMAND Card Services
or Visa USA's agents, employees and third-party providers or other service
providers. In addition, Client understands that Client is responsible for the
cost of certain COMMAND Card Services including, medical, legal transportation
or other travel assistance services or goods provided.
5. LIABILITY. Client acknowledges that the Checks and/or Card(s) or PIN issued
pursuant to this Agreement are for Client's exclusive possession and accordingly
agrees to use reasonable care to safeguard them and limit access to them. Client
agrees to assume liability for all transactions made by Client, or by an
authorized person, through the use of the Checks and/or Card(s) or PIN in
connection with Client's Visa/Check Account. Client also agrees to pay the
reasonable costs and expenses of collection of any unpaid balance due on
Client's COMMAND Account, including, but not limited to, attorneys' fees
involved in such collection, to the extent provided by law. It is understood
that, in the event of any unauthorized use of Client's Checks in connection with
Client's Account, Client's Account will not be credited with interest on these
misused funds for the period prior to reimbursement of these funds to Prudential
Securities by PB.
6. PERIODIC REPORTS AND STATEMENTS. Client understands that each month Client
will receive and review a transaction statement from Prudential Securities,
which will detail: all purchases and cash advances that were made with the Card;
Checks drawn against Client's Visa/Check Account; electronic funds transfers;
securities bought or sold in Client's Securities Account, whether on margin or
on a fully paid basis; margin interest charges, if any; the number of shares of
the COMMAND Funds that were purchased or redeemed for Client; and deposits to
and withdrawals from CMIIA. The amount of the annual fee that Prudential
Securities charges for making the COMMAND Account available and any additional
fees with respect to the operation of Client's Account will be indicated on the
statement. Client authorizes Prudential Securities to act on Client's behalf to
accept reorders for Checks and requests to stop payment on Checks, for which
fees will be charged to Client's COMMAND Account. Fees may also be charged for
Checks processed, as indicated in the prospectuses, and such fees will be
indicated on the statement. If there is no transaction activity in Client's
COMMAND Account, Prudential Securities reserves the right to send only quarterly
transaction statements.
Prudential Securities will not send out confirmations following purchases
and redemptions of shares in the COMMAND Funds or receipts following deposits in
or withdrawals from CMIIA. The statement, however, will describe all such
transactions which took place during the preceding month.
Client agrees to pay interest and service charges upon Client's accounts
monthly at the prevailing rate as determined by Prudential Securities. Client
understands that Client must carefully review the statements promptly after
receipt and notify Prudential Securities of any errors in writing addressed to
the Branch Manager of the Branch Office servicing Client's COMMAND Account
within ten days after transmittal by Prudential Securities of the statement, or
such statements shall be deemed conclusive.
7. TERMINATION OF COMMAND ACCOUNT. Client may terminate Client's COMMAND
Account, including the Securities and Visa/Check Account, by notice at any time.
Client will remain responsible for any charges to Client's Securities Account or
Visa/Check Account whether arising before or after termination. Client
understands that Prudential Securities may by notice terminate Client's COMMAND
Account, including the Securities and Visa/Check Accounts, at any time at its
discretion, including for reasons of Client's insolvency or any breach or
default of this Agreement by Client. If Client's COMMAND Account is terminated
either by Client or Prudential Securities, Client will destroy all unused Checks
and Card(s) or promptly return to Prudential Securities. Client also understands
that upon termination of Client's COMMAND Account, all pending Card purchases
will be paid for by automatic debit of Client's COMMAND Account on the next
business day, and any other Card usage or Checks presented for payment will be
automatically paid from Client's COMMAND Account upon receipt by Prudential
Securities. If Client's COMMAND Account is terminated, Prudential Securities
may, and is hereby authorized to, redeem all shares of the COMMAND Funds owned
by Client in Client's COMMAND Account and to withdraw any balance in CMIIA.
Client agrees to pay Prudential Securities the reasonable costs and expenses of
collection, including but not limited to
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attorneys' fees, for any debit balance in Client's Securities Account. The
Prudential Securities may, at its discretion, decline to accept any orders or
deliver out Client's account or require that Client transfer Client's account.
Client understands that if Client does not promptly transfer Client's account
upon Prudential Securities' demand, the Prudential Securities reserves the right
to liquidate positions in Client's account at its discretion.
8. MARGIN MAINTENANCE/LIQUIDATION. Client will maintain such margins, in
Client's margin account, if applicable, as Prudential Securities may in its
discretion require from time to time and will pay on demand any debit balance
owing with respect to any of Client's accounts. Whenever in Prudential
Securities's discretion it may deem it desirable for its 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 Client, or an attachment is levied against any of Client's accounts, or
in the event of notice of Client's death or incapacity, or in compliance with
the orders of any Exchange, Prudential Securities 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 of which Client's Securities Account or any other Prudential
Securities account may be short, in order to close out in whole or in part any
commitment on Client's behalf, and Prudential Securities may place stop orders
with respect to such securities or commodities. Such sale or purchase may be
made at Prudential Securities's discretion on any Exchange or other market where
such business is then transacted, or at public auction or private sale with or
without advertising. Neither any demands, calls, tenders or notices which
Prudential Securities may make or give any one or more instances, nor any prior
course of conduct or dealings between the parties, shall invalidate the
aforesaid waivers on Client's part. Prudential Securities shall have the right
to purchase for Prudential Securities's own account any or all of the aforesaid
property at any such sale, discharged of any right of redemption, which is
hereby waived.
All transactions in any of Client's accounts are to be paid for or required
margin deposited no later than 2:00 p.m. (ET) on the settlement date or at such
earlier time as Prudential Securities shall require.
9. SHORT SALES/DELIVERIES. Client agrees that in giving orders to sell, all
"short" sale orders will be designated as "short" by Client and all long sale
orders will be designated as "long" by Client, and that the designation of a
sell order as "long" is a representation on Client's part that Client owns the
security and, if the security is not in Prudential Securities's possession, that
it is not then possible to deliver the security to Prudential Securities
forthwith, and Client will deliver it on or before the settlement date.
10. SECURITY INTEREST/HYPOTHECATION (PLEDGE). Any and all credit balances,
monies, securities, commodities or contracts relating thereto, and all other
property of whatsoever kind, including but not limited to, property belonging to
Client, owed to Client, or in which Client may have an interest, held by
Prudential Securities or carried for Client's accounts ("Client Property"),
shall be subject to a general lien for the discharge of Client's obligations to
Prudential Securities (including unmatured and contingent obligations) however
arising and without regard to whether or not Prudential Securities has made
advances with respect to such property. The Client Property without notice to
Client may be carried in Prudential Securities's general loans and all
securities may be pledged, repledged, hypothecated or re-hypothecated,
separately or in common with other securities or any other property, for the sum
due to Prudential Securities thereon or for a greater sum and without retaining
in Client's possession and control for delivery a like amount of similar
securities or other property. At any time and from time to time Prudential
Securities may, in its discretion, without notice to Client, apply and/or
transfer the Client Property, freely interchangeable between any accounts or in
any account in which Client may have an interest. Prudential Securities is
specifically authorized to transfer to Client's cash account on the settlement
day following a purchase made in that account, excess funds available in any of
Client's 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. Client agrees that any debit occurring in
Client's Account or in any account in which Client may have an interest may be
transferred by Prudential Securities at its option to Client's margin account.
In return for Prudential Securities's extension or maintenance of credit in
connection with Client's account, Client acknowledges that Prudential Securities
and any succeeding firm are hereby authorized from time to time to lend
separately or together with the property of others, either to Prudential
Securities or to others, any property, together with any attendant rights of
ownership, which Prudential Securities may be carrying for Client on margin. In
connection with such loans, Prudential Securities may receive and retain certain
benefits to which Client is entitled. In certain circumstances, such loan may
limit, in whole or in part, Client's ability to exercise voting rights of the
securities lent. This authorization shall apply to all accounts carried by
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Prudential Securities for Client and shall remain in full force until written
notice is received by Prudential Securities at Prudential Securities's principal
office in New York.
By signing this agreement, Client acknowledges that Client's securities may
be loaned to Prudential Securities or loaned out to others. By signing this
agreement, Client further acknowledges that Client has received a copy of this
agreement.
11. APPLICABLE RULES AND REGULATIONS. The COMMAND Account will be maintained
pursuant to all applicable Federal and State laws, including the rules and
regulations of the Securities and Exchange Commission, the Board of Governors of
the Federal Reserve System, the New York Stock Exchange, Inc., and the national
Association of Securities Dealers, Inc., as well as to the policies of
Prudential Securities. All transactions for Client's COMMAND Account will 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. 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.
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 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.
12. PRESUMPTION OF RECEIPT OF COMMUNICATIONS. All notices and other
communications pursuant to this Agreement, including reports, statements and
margin calls, may be sent to Client at Client's address last 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 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 Client's successors, at its
discretion, liquidate or transfers 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 Client's accounts. Client
shall be liable for any remaining deficiency in any of Client's 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
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 jury trial.
o Pre-arbitration discovery is generally more limited than and different from
court proceedings.
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o 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.
o 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 indicted 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 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. 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.
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.
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Account Name (Please Print)
X
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Signature
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Account Name (If Joint Account)
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Signature
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