▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Check
Branch Office Account No. Digit
0 3 8 __ __ __ __ __ __
Salesman No.
__ __ __ __ __
PRIME BROKER MARGIN ACCOUNT AGREEMENT
Ladies and Gentlemen:
The undersigned maintains brokerage accounts with a number of other brokers
("Executing Brokers") and will, from time to time, place orders to be executed
by one or more of these Executing Brokers. The undersigned hereby appoints you,
in accordance with the terms of this Agreement and of the Securities and
Exchange Commission's No-Action letter dated January 25, 1994 (the "SEC
Letter"), as the same may be amended, modified or supplemented from time to
time, to act as prime broker for the undersigned to perform certain services in
connection with the settlement and clearance of such transactions in accordance
with the terms set forth herein. The undersigned hereby acknowledges that it has
read and is familiar with the terms of the SEC Letter and that it undertakes to
carry out prime brokerage transactions in accordance with the terms of the SEC
Letter and to inform you promptly if this undertaking is not met. The
undersigned acknowledges further that you are required to execute an agreement
with all Executing Brokers with whom the undersigned engages in prime brokerage
transactions (the "Prime Brokerage Agreement"). In connection thereto, the
undersigned authorizes you to provide any information relating to the
undersigned's account(s) which may be necessary in order for you to establish a
prime brokerage relationship on the undersigned's behalf with the Executing
Brokers. As between you and an Executing Broker, the Executing Broker will be
acting as an agent of the undersigned for the purpose of carrying out the
undersigned's directions with respect to the purchase, sale and settlement of
securities. In consideration of your accepting one or more accounts of the
undersigned (whether designated by name, number or otherwise) and your agreeing
to act as prime broker for the undersigned in the purchase or sale of
securities, commodities, commodity contracts, forward contracts, repurchase
agreements, or swap agreements, howsoever any such agreement may be evidenced,
including agreements confirmed in writing by only one party thereto (this
Agreement, and all such contracts and transactions, collectively "Contracts"),
the undersigned agrees to the following with respect to any of the undersigned's
accounts with you for extensions of credit, the purchase and sale of securities,
options, and other property, or any transaction between you and the undersigned
and for the purpose of granting you rights of netting and set off and of
foreclosure on cash, securities, commodities and other property which may from
time to time be held or carried in any account for the undersigned, that is due
to the undersigned, or that is delivered to or in the possession or control of
you or any of your agents, and any proceeds thereof ("Collateral"). For purposes
of this Agreement, "you" and "your" refer to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated,
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Limited, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. International Limited, ▇▇▇▇▇▇
▇▇▇▇▇▇▇ Japan Ltd., ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Asia Ltd., ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ GMBH, ▇▇▇▇▇▇
▇▇▇▇▇▇▇ Market Products Inc., ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital Group Inc., ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Capital Services, Inc., Prime Dealer Services Corp., ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
& Co., and any of their subsidiaries, parents, affiliates, divisions, officers,
directors, agents and/or employees (also collectively referred to as "▇▇▇▇▇▇
▇▇▇▇▇▇▇" and the "▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Entities").
1. APPLICABLE RULES AND REGULATIONS. All transactions under this Agreement
shall be subject to the rules and regulations of all applicable federal, state
and self-regulatory authorities including but not limited to the Securities and
Exchange Commission, all relevant securities and commodity exchanges, the
Municipal Securities Rulemaking Board, the National Association of Securities
Dealers, the Board of Governors of the Federal Reserve System and the
constitution, rules and customs of the exchange or market (and its
clearinghouse, if any) where executed.
2. SECURITY INTEREST AND LIEN. All Collateral which you may at any time be
carrying for the undersigned or which may at any time be in your possession or
control for any purpose, including safekeeping, and any proceeds and
distributions therefrom, shall be subject to a general lien and a continuing
first security interest for the discharge of all Obligations and liabilities of
the undersigned to you, irrespective of whether or not you have made advances in
connection with such Collateral, and irrespective of the number of accounts the
undersigned may have with you, or which ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Entity holds such
Collateral. For purposes of this Agreement, "Obligations" shall mean any and all
obligations of a party arising at any time and from time to time, whether or not
mature or contingent, related to the purchase or sale of securities or other
property, or under or in connection with any and all Contracts, including
without limitation, payment and delivery obligations, obligations relating to
the extension of credit or to pay damages (including costs of cover) and payment
of legal and other expenses incurred in connection with the enforcement of
Contracts. You and the undersigned each acknowledge and agree that each ▇▇▇▇▇▇
▇▇▇▇▇▇▇ Entity which holds Collateral holds such Collateral for itself and also
as agent and bailee for all other ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Entities which are secured
parties under any Contract. You may, at any time at your discretion and with
prior notice to the undersigned, if practicable under the circumstances, use,
apply, or transfer any and all Collateral interchangeably between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Entities in any accounts in which the undersigned has an interest other than
from Regulated Commodity Accounts. In the event of a breach or default under
this, or any other, agreement with the BlackRock Large Cap Core Plus Fund of
BlackRock Large Cap Series Funds, Inc., you shall have all rights and remedies
available to a secured creditor under any applicable law in addition to the
rights and remedies provided herein. All Collateral delivered to you shall be
free and clear of all prior liens, claims and encumbrances, and the undersigned
will not cause or allow any of the Collateral in your possession or control,
whether now owned or hereafter acquired, to be or become subject to any liens,
security interests, mortgages or encumbrances of any nature other than the
security interest created in your favor. The undersigned shall execute such
documents and take such other action as you shall reasonably request in order to
perfect your rights with respect to any such Collateral. In addition, the
undersigned appoints you as the undersigned's attorney-in-fact to act on the
undersigned's behalf to sign, seal, execute and deliver all documents, and do
all such acts as may be required, to realize upon all rights in the Collateral.
3. RIGHTS OF ▇▇▇▇▇▇ ▇▇▇▇▇▇▇. You are hereby authorized, in your
discretion, (a) upon the undersigned's death or breach of this Agreement, (b)
upon a breach, repudiation, misrepresentation or default (howsoever
characterized) by the undersigned under any Contract, (c) upon the filing by or
against the undersigned of a petition or other proceeding in bankruptcy,
insolvency, or for the appointment of a receiver, (d) upon the levy of an
attachment against any property or the accounts of the undersigned, (e) upon the
failure of the undersigned to fulfill or discharge any obligations under this
Agreement or any Contract, including but not limited to the failure to make a
payment on demand, or (f) should you, acting in a commercially reasonable
manner, deem it necessary for your protection, to cancel any outstanding orders
for the purchase or sale of any securities or other property, or to sell any or
all of the securities and commodities or other property which may be in your
possession or control (either individually or jointly with others), or to buy in
any securities, commodities or other property of which the account or accounts
of the undersigned may be short. Such sale, purchase or cancellation may be made
in a commercially reasonable manner in accordance with customary market practice
on the exchange or other market where such business is then usually transacted,
or at public auction or at private sale, after, if practicable under the
circumstances, advertising the same and without any notice of the time or place
of sale to the undersigned or to the personal representatives of the
undersigned, and without prior tender, demand or call of any kind upon the
undersigned or upon the personal representatives of the undersigned, all of
which are expressly waived, and you may purchase the whole or any part thereof
free from any right of redemption, and the undersigned shall remain liable for
any deficiency; it being understood that a prior tender, demand or call of any
kind from you, or prior notice from you, of the time and place of such sale or
purchase shall not be considered a waiver of your right to sell or buy any
securities and/or commodities and/or other property held by you, or which the
undersigned may owe to you, at any time as provided herein.
4. ADEQUATE ASSURANCES. If at any time you have reasonable grounds for
insecurity with respect to the undersigned's performance of any of its
Obligations, you may demand, and the undersigned shall give, adequate assurance
of due performance by the undersigned within 24 hours, or within any shorter
period of time you demand that is reasonable under the circumstances. The
adequate assurance of performance that may be demanded by you may include, but
shall not be limited to, the delivery by the undersigned to you of additional
property as Collateral.
5. NETTING AND SET OFF RIGHTS OF ▇▇▇▇▇▇ ▇▇▇▇▇▇▇. You shall have the right,
at any time from time to time, to set off any and all your Obligations against
any and all Obligations of the undersigned, to foreclose on any Collateral for
the purpose of satisfying any and all Obligations of the undersigned. The
undersigned agrees that the fulfillment of the Obligations of any ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Entity is contingent upon there being no breach, repudiation, misrepresentation
or default (howsoever characterized) by the undersigned which has occurred and
is continuing under any Contract.
6. CURRENCY CONVERSION. You shall have the right to convert currencies in
connection with the settlement of trades as well as the exercise of your rights
hereunder in such manner as you may determine, in your sole discretion, to be
commercially reasonable.
7. MAINTENANCE OF THE UNDERSIGNED'S COLLATERAL. All securities,
commodities or other property, now or hereafter in your possession or control
(either individually or jointly with others), or deposited to secure the same,
including proceeds and distributions thereof, may from time to time and without
notice to the undersigned, be carried in your general loans and may be pledged,
re-pledged, hypothecated or re-hypothecated, separately or in common with other
securities, commodities or other property for the sum due to you thereon or for
a greater sum and without retaining in your possession and control for delivery
a like amount of similar securities, commodities, or other property.
2
8. SHORT AND LONG SALES. It is understood and agreed that the undersigned,
when placing with you any sell order for a short account, will designate it as
such and hereby authorizes you to ▇▇▇▇ such order as being 'short,' and when
placing with you any sell order for a long account, will designate it as such
and hereby authorizes you to ▇▇▇▇ such order as being 'long.' Any sell order
which the undersigned shall designate as being for a long account, as above
provided, is for securities then owned by the undersigned and, if such
securities are not then deliverable by you from any account of the undersigned,
the placing of such order shall constitute a representation by the undersigned
that it is impracticable for the undersigned then to deliver such securities to
you but that the undersigned will deliver them as soon as it is possible to do
so, without undue inconvenience or expense to you.
9. FAILURE OF DELIVERY. In case of the sale of any security, commodity, or
other property by you at the direction of the undersigned and your inability to
deliver the same to the purchaser by reason of failure of the undersigned to
supply you therewith, the undersigned authorizes you to borrow or purchase any
such security, commodity, or other property necessary to make delivery thereof.
The undersigned hereby agrees to be responsible for any loss which you may
sustain thereby and any premiums which you may be required to pay thereon, and
for any loss which you may sustain by reason of your inability to borrow or
purchase the security, commodity, or other property sold to fulfill your
delivery obligation.
10. CONFIRMATIONS, STATEMENTS, AND OTHER COMMUNICATIONS. On the day
following each transaction, you shall send to the undersigned a notification of
each trade placed with any Executing Brokers based upon information provided to
you by the undersigned. Any confirmations or advices of trades issued by you as
prime broker shall indicate the name of the Executing Broker involved and the
other information required by the SEC Letter. If the undersigned has instructed
Executing Brokers to send trade confirmations to the undersigned in care of you,
the undersigned understands that such confirmations are available to the
undersigned without charge upon request. Reports of the execution of orders and
statements of the account or accounts of the undersigned shall be conclusive and
binding if not objected to in writing, the former within five days, and the
latter within ten days, after transmittal by you to the undersigned by mail or
otherwise. Communications may be sent to the undersigned at the address of the
undersigned, or at such other address as the undersigned may hereinafter give
you in writing, and all communications so sent, whether by mail, telegraph,
messenger or otherwise, shall be deemed given to the undersigned personally as
of the date sent, whether actually received or not.
11. CHOICE OF DISPUTE RESOLUTION. ANY DISPUTE THE UNDERSIGNED MAY HAVE
WITH YOU ARISING OUT OF, RELATING TO OR IN CONNECTION WITH YOUR BUSINESS, ANY
TRANSACTION BETWEEN US OR THIS AGREEMENT SHALL BE DETERMINED BY ARBITRATION OR
LITIGATION IN COURT AT THE ELECTION OF THE UNDERSIGNED. REGARDLESS WHETHER THE
UNDERSIGNED CHOOSES TO PROCEED BY ARBITRATION OR LITIGATION, THE UNDERSIGNED AND
YOU AGREE TO FOLLOW THE PROCEDURES, AND ABIDE BY THE REQUIREMENTS, LISTED IN
PARAGRAPHS 12, 13 AND 16, BELOW.
12. 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 JURY TRIAL.
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 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.
ANY ARBITRATION SHALL BE CONDUCTED ONLY BEFORE THE NEW YORK STOCK
EXCHANGE, INC., THE AMERICAN STOCK EXCHANGE, INC., THE NATIONAL ASSOCIATION OF
SECURITIES DEALERS, INC., OR ANY OTHER SELF-REGULATORY ORGANIZATION OF WHICH YOU
ARE A MEMBER. THE UNDERSIGNED HAS THE RIGHT TO ELECT ONE OF THE FOREGOING
ORGANIZATIONS, BUT IF THE UNDERSIGNED FAILS TO MAKE SUCH ELECTION BY CERTIFIED
LETTER ADDRESSED TO YOU AT YOUR MAIN OFFICE BEFORE THE EXPIRATION OF
3
TEN DAYS AFTER RECEIPT OF A WRITTEN REQUEST FROM YOU TO MAKE SUCH ELECTION THEN
YOU MAY MAKE SUCH ELECTION. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS
CONSENT BY YOU TO AN AWARD OF PUNITIVE DAMAGES. THE AWARD OF THE ARBITRATORS, OR
THE MAJORITY OF THEM, SHALL BE FINAL, AND JUDGMENT UPON THE AWARD RENDERED MAY
BE ENTERED IN ANY COURT, STATE OR FEDERAL, HAVING JURISDICTION.
NO PERSON SHALL BRING A PUTATIVE OR CERTIFIED CLASS ACTION TO ARBITRATION,
NOR SEEK TO ENFORCE ANY PRE-DISPUTE ARBITRATION AGREEMENT AGAINST ANY PERSON WHO
HAS INITIATED IN COURT A PUTATIVE CLASS ACTION OR WHO IS A MEMBER OF PUTATIVE
CLASS WHO HAS NOT OPTED OUT OF THE CLASS WITH RESPECT TO ANY CLAIMS ENCOMPASSED
BY THE PUTATIVE CLASS ACTION UNTIL:
(i) THE CLASS CERTIFICATION IS DENIED;
(ii) THE CLASS IS DECERTIFIED; OR
(iii) THE CUSTOMER IS EXCLUDED FROM THE CLASS BY THE COURT.
SUCH FORBEARANCE TO ENFORCE AN AGREEMENT TO ARBITRATE SHALL NOT CONSTITUTE
A WAIVER OF ANY SUCH RIGHTS UNDER THIS AGREEMENT EXCEPT TO THE EXTENT STATED
HEREIN.
13. LITIGATION IN COURT. (A) UNLESS THE PARTIES OTHERWISE AGREE IN WRITING
WHEN ANY DISPUTE ARISES, ANY LITIGATION MUST BE INSTITUTED IN THE UNITED STATES
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OR THE SUPREME COURT OF THE
STATE OF NEW YORK FOR THE COUNTY OF NEW YORK. (B) ANY RIGHT TO TRIAL BY JURY
WITH RESPECT TO ANY CLAIM OR ACTION IS HEREBY WAIVED BY ALL PARTIES TO THIS
AGREEMENT.
14. MODIFICATION AND WAIVER. The undersigned agrees that you may modify
the terms of this Agreement at any time upon prior written notice. If the
modifications are unacceptable, the undersigned agrees to notify you in writing
within ten days of the transmittal of such written notice. You may then
terminate the undersigned's account, after which the undersigned agrees to
remain liable to you for all existing liabilities or obligations. The
undersigned further agrees that all transactions and Contracts entered into
after such notification shall be subject to the modifications. Under no
circumstances may a modification be made by the undersigned without your written
consent. To the extent this Agreement is inconsistent with any other agreement
between you and the undersigned, the provisions of this Agreement shall govern.
Your failure to insist at any time upon 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.
15. SEVERABILITY. If any provision of this Agreement is or becomes
inconsistent with any applicable present or future law, rule or regulation, that
provision will be deemed modified or, if necessary, rescinded in order to comply
with the relevant law, rule or regulation. All other provisions of this
Agreement will continue and remain in full force and effect. To the extent that
this Agreement is not enforceable as to any Contract, this Agreement shall
remain in full force and effect and be enforceable in accordance with its terms
as to all other Contracts. To the extent this agreement contains any provision
which is inconsistent with provisions in any other Contract or agreement between
the undersigned and you, or of which the undersigned is a beneficiary, the
provisions of this agreement shall control.
16. APPLICABLE LAW; ENFORCEABILITY. THIS AGREEMENT, ITS ENFORCEMENT, ANY
CONTRACT, AND ANY DISPUTE BETWEEN US, WHETHER ARISING OUT OF OR RELATING TO THE
UNDERSIGNED'S ACCOUNTS OR OTHERWISE, SHALL BE GOVERNED BY THE LAW OF THE STATE
OF NEW YORK, EXCLUDING ITS CONFLICT OF LAW RULES; and its provisions shall be
continuous, shall cover individually and collectively all accounts which the
undersigned may open or reopen with you, and shall inure to the benefit of your
present organization and any successor organization, irrespective of any change
or changes at any time in the personnel thereof, for any cause whatsoever, and
of the assigns of your present organization or any successor organization, and
shall be binding upon the undersigned, and/or the estate, executors,
administrators, trustees, agents, officers, directors and assigns of the
undersigned.
17. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ AS PRIME BROKER. In connection with any transactions
where you act as the undersigned's prime broker:
4
a. The undersigned or its authorized representative will advise
you on trade date of the details of all transactions effected
by Executing Brokers on the undersigned's behalf as required
by the SEC Letter (the "Trade Data"). You are authorized to
acknowledge, affirm, settle and clear all such transactions
that are accepted by you. The undersigned understands and
agrees that it shall be required to maintain in its account
with you a minimum net equity as agreed upon in cash and
securities (the "Minimum Net Equity"), but in no event less
than that required in the SEC Letter, and that settlement of
such transactions will be made by you only if sufficient funds
or securities, as applicable, are maintained in an account
with you or if the undersigned makes other arrangements for
settlement which are satisfactory to you; provided, however,
that in no event will you accept any transaction if the
undersigned maintains, or the settlement of such transaction
would cause it to maintain, a net equity less than the minimum
required by the SEC Letter. The undersigned understands that,
in the event its account falls below the Minimum Net Equity,
it shall bring its account into compliance in a timely
fashion. The undersigned understands that you reserve the
right at any time to place a limit on the size of transactions
executed by any Executing Brokers which are to be settled and
cleared by you as a prime broker.
b. The undersigned agrees to comply with all requirements you
have relating to short sales, including but not limited to the
requirement that no short sale may be effected through an
Executing Broker unless the undersigned has first determined
with you that the securities are available for delivery. All
transactions effected for the undersigned shall be for the
sole account and risk of the undersigned and you shall have no
responsibility to the undersigned or any third party with
respect thereto.
c. You are authorized to undertake to resolve any unmatched trade
reports received by you from an Executing Broker; however, it
is agreed that the undersigned shall remain responsible for
the ultimate resolution thereof. The undersigned agrees that
it is responsible, and liable to you, for all costs, losses
and fees (including but not limited to those associated with
buy-ins and sell-outs and those resulting from an Executing
Broker's inability to settle a transaction) arising out of the
orders placed by the undersigned with an Executing Broker or
any action taken or not taken by an Executing Broker with
respect to the undersigned or its accounts. You shall have no
responsibility with respect to trade data not correctly
transmitted to you on a timely basis by any person or entity,
including the Depository Trust Company.
d. The undersigned agrees to pay all fees agreed to by you and
the undersigned and to make any necessary arrangements with
Executing Brokers concerning the payment of any such fees,
including the deduction of any such amounts from commissions
charged by the Executing Brokers. You are authorized to set up
an account for the undersigned's benefit at all Executing
Brokers which now or in the future effect transactions for the
undersigned.
e. The undersigned agrees to give you notice of the names of the
Executing Brokers with whom the undersigned intends to place
orders (which Executing Brokers must be acceptable to you) and
understands that no order may be accepted by you as prime
broker from an Executing Broker with whom you have not entered
into a Prime Brokerage Agreement. You are authorized to enter
into an agreement with all such Executing Brokers which now or
in the future effect transactions for the account of the
undersigned. The undersigned will use its best efforts to
assure that such Executing Brokers comply with the terms set
forth in such agreement. The undersigned further agrees that,
as between you and the undersigned, any loss resulting from an
Executing Broker's non-compliance therewith, or resulting from
any other action taken or not taken by an Executing Broker or
its agent or other third party with respect to the undersigned
or its accounts, will be borne solely by the undersigned and
the undersigned agrees to indemnify you as provided below.
f. In the event the undersigned's account falls below the minimum
net equity required by the SEC Letter, the undersigned hereby
authorizes you to notify promptly all Executing Brokers with
whom you have a Prime Brokerage Agreement on the undersigned's
behalf of such event. If the undersigned fails to restore its
account with you to compliance with the minimum net equity
required by the SEC Letter, the undersigned further
understands and agrees that you may, without notice to the
undersigned, in accordance with the terms of the SEC Letter,
disaffirm, DK, decline to affirm, clear and settle any
specified transaction effected by an Executing Broker on the
undersigned's behalf. Except as provided in
5
paragraph 17.g. below, the undersigned understands that should
you be required to disaffirm, DK or decline to affirm any
transaction of the undersigned's, all of the undersigned's
transactions that day shall be disaffirmed, DK'd or not
affirmed. In any such case, you shall send a cancellation
notification to the undersigned to offset the notification
sent to you in paragraph 10 of this Agreement and the
undersigned understands that the undersigned must settle
outstanding trades directly with the Executing Broker and
hereby authorizes you to provide the Executing Broker with
such Trade Data and account information as you deem necessary
in order for the Executing Broker to settle such trades. The
undersigned further understands that you will not be bound to
make any investigation into the facts surrounding any
transaction to which the undersigned is a party. The
undersigned understands and agrees that, immediately upon
notice to the undersigned and, if required to the Executing
Brokers, you may cease acting as prime broker for the
undersigned.
g. The undersigned hereby authorizes you, if its account is
managed on a discretionary basis by an investment advisor,
money manager or other person ("Advisor"), to commingle its
prime brokerage transactions with those of other accounts of
its Advisor ("sub-accounts") for settlement in bulk with you
in accordance with the undersigned's Advisor's instructions.
The undersigned understands that no part of any transaction
may be allocated to sub-accounts where one or more such
sub-accounts' net equity is below the minimum levels
established by the SEC Letter and that, should such a net
equity maintenance problem occur in any such sub-account, you
shall be required to disaffirm the entire transaction. The
undersigned agrees that, should such an event occur, its
Advisor may resubmit the bulk trade to the Executing Broker so
as to exclude those securities which were originally allocated
to the sub-account failing to meet the minimum net equity or,
if permissible, re-allocate the entire prime brokerage
transaction to those sub-accounts meeting the net equity
requirements established by the SEC Letter. The undersigned
understands that such reallocation must be communicated to you
prior to the disaffirmance deadline established by the SEC
Letter.
h. You shall not be responsible or liable for any acts or
omissions of any Executing Broker or its employees. The
undersigned understands that you do not act as investment
adviser or solicit orders, that you do not advise prime
brokerage customers, perform any analysis, or make any
judgment on any matters pertaining to the suitability of any
order, or offer any opinion, judgment or other type of
information pertaining to the nature, value, potential or
suitability of any particular investment.
i. The undersigned agrees to indemnify and hold you harmless from
any loss, claim or expense, including attorneys' fees,
incurred by you in connection with your acting or declining to
act as prime broker for the undersigned and to fully reimburse
you for any legal or other expenses (including the cost of any
investigation and preparation) which you may incur in
connection with any claim, action, proceeding, or
investigation arising out of or in connection with this
Agreement or any transactions hereunder.
18. LENDING OF SECURITIES. Within the limits of applicable law and
regulation, until you receive written notice of revocation from the undersigned,
you are hereby authorized to lend, to yourselves as brokers or to others, any
securities held by you on margin in your possession or control together with all
attendant rights of ownership (including the right to vote the securities).
19. EXTRAORDINARY EVENTS. The undersigned agrees that you will not be
liable for any loss caused, directly or indirectly, by government restrictions,
exchange or market rulings, suspension of trading, war (whether declared or
undeclared), terrorist acts, insurrection, riots, fires, flooding, strikes,
failure of utility services, accidents, adverse weather or other events of
nature, including but not limited to earthquakes, hurricanes and tornadoes, or
other conditions beyond your control. In the event that any communications
network, data processing system, or computer system you use or used by the
undersigned, whether you own it or not, is rendered inoperable, you will not be
liable to the undersigned for any loss, liability, claim, damage or expense
resulting, either directly or indirectly, therefrom.
20. LIMITATION OF LIABILITY. You shall not be liable in connection with
the execution, clearing, handling, purchasing or selling of securities,
commodities or other property, or other action, except for gross negligence or
willful misconduct on your part. The undersigned understands that certain of its
securities may be held outside the United States by unaffiliated, foreign agent
banks and depositories. You shall not be liable to the undersigned for any loss,
liability or expense
6
incurred by the undersigned in connection with these arrangements except to the
extent that any such loss, liability or expense results from your gross
negligence or willful misconduct.
21. COSTS OF COLLECTION. To the extent permitted by the laws of the State
of New York, the reasonable costs and expenses of collection of any debit
balance and any unpaid deficiency in the accounts of the undersigned with you,
including but not limited to attorneys' fees incurred and payable or paid by
you, shall be payable to you by the undersigned.
22. REPRESENTATIONS AND WARRANTIES. The undersigned hereby represents and
warrants as of the date hereof, which representations and warranties will be
deemed repeated on each date on which a transaction or Contract is effected for
the undersigned's account, that:
a. The undersigned will at all times maintain such securities and
other property in the accounts of the undersigned for margin
purposes, as required by you from time to time in your sole
discretion;
b. The undersigned is of legal age and 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 of any exchange,
or of a member firm or member corporation registered on any
exchange, or of a bank, trust company, insurance company or of
any corporation, firm or individual engaged in the business of
dealing, either as broker or as principal, in securities,
bills of exchange, acceptances or other forms of commercial
paper;
c. No other party has an interest in the account or accounts of
the undersigned with you;
d. Except as noted below, the undersigned is not an affiliate (as
defined in Rule 144(a)(1) under the Securities Act of 1933) of
the issuer of any security held in the undersigned's account
and undertakes to inform you of any changes thereof;
e. It has full power and authority to execute and deliver each
Contract and to perform and observe the provisions thereof;
f. The execution, delivery and performance of each Contract
either have been or will be, prior to entering into each
Contract, duly authorized by all necessary corporate action
and do not contravene any requirement of law or any
contractual restrictions or agreement binding on or affecting
the undersigned or its assets;
g. Each Contract has been or will be at the time it is entered
into duly properly executed and delivered by it and
constitutes and will constitute a legal, valid and binding
obligation enforceable in accordance with its terms;
h. Since the date of its most recent audited or unaudited
financial statements, there has been no material adverse
change in the business, financial condition, results or
operations or prospects of the undersigned; and
i. It owns Collateral assigned and to be assigned to you under
each Contract, free and clear of any lien, claims,
encumbrances and transfer restrictions, and upon delivery of
the Collateral to you or upon the filing of appropriate
financing statements, you will have, as security for the
Obligations of the undersigned, a perfected first priority
security interest. No further filings or recordings with any
governmental body, agency or official are necessary to create
or perfect interest in the Collateral.
23. This Agreement supersedes all prior agreements and understandings
relating to your acting as prime broker for the account of the undersigned.
Except to the extent amended by this Agreement, all of the terms of the
agreements and understandings relating to the undersigned's account which have
been previously executed by the undersigned or its representatives shall apply
to the transactions and matters covered by this Agreement.
24. ACKNOWLEDGMENTS. The undersigned hereby acknowledges that:
a. The securities in the undersigned's margin account may be
loaned to you or loaned out to others; and
7
b. The undersigned has received a copy of this Agreement.
NOTICE: THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE IN PARAGRAPHS
11, 12, AND 16.
--------------------------------------------------------------------------------
Check:
_____ Yes, we would, if available, like to receive electronic notification of
our trade information rather than a mailed, hard copy confirmation.
--------------------------------------------------------------------------------
BlackRock Large Cap Core Plus Fund of BlackRock Large Cap Series Funds, Inc.
BY: _______________________________________________
TITLE: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------
[If applicable]
COMPANY: __________________________________________
[If applicable]
DATE: September 12, 2007
Accepted and agreed as of
the first date written above,
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. INCORPORATED
BY:___________________________________
TITLE:________________________________
8
