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Brokerage Services Agreement - UVEST Investment Services Inc. d/b/a UVEST Financial Services Group Inc. and Atlanta Internet Bank
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UVEST BROKERAGE SERVICES AGREEMENT
THIS AGREEMENT, made this ____ day of November, 1998 (the "Agreement"),
by and between UVEST Investment Services, Inc. d/b/a UVEST Financial Services
Group, Inc. ("UVEST") and Atlanta Internet Bank, Atlanta, Georgia ("Financial
Institution");
WITNESSETH THAT:
WHEREAS, Financial Institution desires to make a broad range of
securities brokerage services available to its customers; and
WHEREAS, UVEST desires to provide Financial Institution's customers
with such brokerage services.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
set forth, and other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties hereto hereby covenant and agree as follows:
1. SERVICES
1.1 Services To Be Performed By UVEST
(a) UVEST will accept, establish and maintain cash and/or
margin accounts for customers of Financial Institution pursuant to the policies
and guidelines established by UVEST and in accordance with all applicable
federal and state securities laws and the laws, regulations, rules and
procedures of the Securities and Exchange Commission and the National
Association of Securities Dealers, Inc.
(b) UVEST will execute, clear and settle orders for the
accounts of Financial Institution's customers that have been accepted by UVEST
(the "Customer"), but only insofar as such orders are transmitted by the
Customer to UVEST. As used in this Agreement, the term "securities" shall have
the meaning set forth in the Securities Exchange Act of 1934, as amended,
including without limitation, debt and equity instruments, mutual funds,
variable annuities, fixed annuities and other financial instruments and products
approved by appropriate regulatory agencies from time to time by financial
institutions, but such term shall not include commodities.
(c) UVEST shall make available to Customers local and/or
interstate toll-free telephone service for placing orders and for Customer
service. That telephone service shall be staffed by personnel of UVEST who may
identify the services provided as services of UVEST, a registered trademark of
UVEST Financial Services Group, Inc.
(d) UVEST will prepare, print and mail to each Customer at his
or her address of record on the books of UVEST confirmation information
respecting the execution of each order for the Customer. Each such confirmation
will display the name of UVEST and the Clearing Agent.
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(e) Subject to the provisions of Section 6.2(b), UVEST will
prepare, print and mail monthly statements to the Customers at their address of
record on the books of UVEST (or quarterly statements if no activity in an
account occurs during any quarter covered by such statement and there is a cash
balance or securities position in such account). No statements will be prepared
for an account if there has been no activity and there is no cash balance or
security position unless otherwise required by law. Each statement will display
the name of UVEST, the Clearing Agent and the Financial Institution.
(f) UVEST will be responsible for the receipt of the customer
securities, delivery of customer securities, making and receiving payment
therefor and holding in custody and safekeeping all securities. All cash
remaining in a Customer's account at the close of each business day shall be
swept to the Customer's account with Financial Institution, provided, that UVEST
and/or Financial Institution obtain authorization from such Customer which
authorization may be obtained through the UVEST Brokerage Account
Acknowledgement and Customer Agreement, as applicable, or through other means
utilized by UVEST and/or Financial Institution. UVEST shall also be responsible
for the handling of margin accounts, the receipt of dividends, interest and
other distributions, and the processing of exchange offers, rights offerings,
tender offers, redemptions, proxy material, annual reports and other material
distributed to shareholders generally. It shall be the responsibility of UVEST
to comply with any and all state and federal securities laws including, without
limitation, prospectus delivery requirements with respect to Customers that
purchase securities requiring such delivery.
(g) All Customer accounts shall be maintained as accounts of
UVEST or of UVEST's designated Clearing Agent, and UVEST will maintain books and
records of all transactions executed by Customers through it in accordance with
applicable law.
(h) UVEST, in its sole judgment, reserves the right to reject
any Customer or order thereof and to terminate any Customer previously accepted
by it as a Customer account, which right shall not be unreasonably exercised and
shall only be exercised upon written notice to Financial Institution stating
with particularity the reasons for such rejection or termination.
(i) UVEST shall be responsible for providing annual dividend
and distribution information as contained in IRS Form 1099 and any other
information required to be reported to Customers by federal, state or local tax
laws, rules or regulations, but only with respect to events subsequent to the
effective date of this Agreement.
(j) All transactions in any Customer account are to be
considered cash transactions until such time as UVEST has received and approved
a duly and validly executed margin agreement with such Customer. UVEST shall be
responsible for the operation of such margin accounts in accordance with all
applicable laws, rules and regulations. UVEST shall have complete authority and
control over the terms, conditions and operations of margin accounts and shall
have the right, in its sole discretion, to modify the margin requirements of any
account as provided in the margin agreement.
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(k) UVEST may delegate any or all of its duties under this
Section 1.1 to a clearing agent of its choice which may, but is not required to
be Pershing, a division of Donaldson, Lufkin & Jenrette Securities Corporation
(the "Clearing Agent"); provided, however, that UVEST shall remain responsible
for the provision of such duties under this Section 1.1. UVEST shall give
Financial Institution notice of any change in the Clearing Agent it uses to
perform such services and will provide Financial Institution notice prior to any
such change. UVEST shall also immediately notify Financial Institution of any
change of its relationship (contractual or otherwise) with Digitrade, Inc..
1.2 Activities to be Performed by Financial Institution
(a) Financial Institution shall assist Customers in completing
UVEST's Brokerage Account Application and Customer Agreement, and, as
applicable, other required forms of UVEST and shall forward those completed
applications to UVEST. Copies of UVEST's Brokerage Account Application and
Customer Agreement will be provided to Financial Institution by UVEST.
(b) Financial Institution agrees to assist UVEST to (i) verify
the accuracy and completeness of the information contained in each Brokerage
Account Application and Customer Agreement and (ii) on a continuing basis, use
its best efforts to obtain from each customer and verify such documentation,
agreements and information as UVEST in its judgment deems necessary.
1.3 Activities to be Performed by Both Parties
(a) UVEST and the Financial Institution shall undertake a
marketing campaign, the scope of which shall be jointly agreed upon by both
UVEST and the Financial Institution, to promote the brokerage services offered
by UVEST to its customers.
(b) Materials to be utilized in connection therewith will
refer to UVEST and must be reviewed and approved by UVEST and the Financial
Institution prior to use.
(c) Neither Financial Institution nor UVEST will make any
investment recommendations and will not exercise any discretionary or other
authority with respect to the Customer accounts.
(d) Each party shall be responsible for compliance with
federal and state laws and regulations applicable to it.
2. CUSTOMER FEES AND UVEST CHARGES
Schedule A attached hereto and incorporated herein by reference sets
forth UVEST's present schedule of charges to Financial Institution's Customers.
Such charges may be changed by UVEST from time to time, but in no event shall
such charges be higher than UVEST's regular and customary charges for like
services to like institutions.
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3. FEES TO FINANCIAL INSTITUTION
As compensation for its activities hereunder, UVEST shall pay to
Financial Institution during the term of this Agreement, the transaction fees
set forth under Schedule B attached hereto and incorporated by this reference
with respect to all orders executed for Customer accounts. Amounts due to
Financial Institution are based on the current Commission Schedule A attached
hereto and shall be payable within 15 days of the end of the month during which
commissions from Customer accounts are received by UVEST.
4. MAINTENANCE OF BOOKS
UVEST shall carry all Customer accounts as UVEST accounts in the name
of the Customer. UVEST shall, upon written request, give Financial Institution
reasonable access during normal business hours to its books and records relating
to Customer accounts for the purpose of verifying fees payable under this
Agreement.
5. INDEMNIFICATION
5.1 UVEST shall defend, indemnify and hold harmless Financial
Institution (and each person or entity which controls Financial Institution
within the meaning of Section 20(a) of the Securities Exchange Act of 1934, as
amended, or Section 15 of the Securities Act of 1933, as amended), its affiliate
depository institutions and their respective directors, officers, agents and
employees against any and all losses, claims, damages, liabilities, actions,
costs or expenses to which such indemnified party may become subject to the
extent such losses, claims, damages, liabilities, actions, costs or expenses
arise out of or are based upon:
(a) the failure of UVEST to remain a member of the NASD or to
remain a duly licensed broker-dealer under federal and state securities laws;
(b) any violation of federal or state securities or insurance
laws (including, without limitation, laws relating to the registration or
qualification as a broker-dealer or insurance agent) by UVEST, its officers, its
agents or its employees arising out of the purchase, sale, offer to purchase or
offer to sell any security;
(c) any breach, default or violation of, under or with respect
to any of UVEST's duties, obligations, representations, warranties or covenants
contained in this Agreement; or
(d) any negligence, gross negligence, recklessness or willful
or intentional misconduct of, or violation of any law by UVEST or any UVEST
employee or agent.
UVEST agrees to maintain, in full force and effect, insurance in amounts
sufficient to meet its indemnification obligations under this Section 5.1.
5.2 Financial Institution shall defend, indemnify and hold harmless
UVEST (and each person or entity which controls UVEST within the meaning of
Section 20(a) of the Securities
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Exchange Act of 1934, as amended, or Section 15 of the Securities Act of 1933,
as amended), its directors, officers, agents and employees against any and all
losses, claims, damages, liabilities, actions, costs or expenses to which such
indemnified party may become subject to the extent such losses, claims, damages,
liabilities, actions, cots or expenses arise out of or are based upon:
(a) any breach, default or violation of, under or with respect
to any of Financial Institutions's duties, obligations, representations,
warranties or covenants contained in this Agreement; or
(b) any negligence, gross negligence, recklessness or willful
or intentional misconduct of Financial Institution or any Financial Institution
employee or agent.
5.3 Promptly after receipt by an indemnified party under this Section 5
of notice of any claim or the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against the party to this
Agreement from which it is seeking indemnification under this Section 5, notify
such other party in writing of such claim or the commencement of such action,
but the failure to notify the indemnifying party will not relieve the
indemnifying party of any liability it may have to any indemnified party, except
to the extent that the indemnifying party demonstrates that its liability for
such action is prejudiced by the indemnifying party's failure to give notice. In
case any such action is brought against any indemnified party, and such
indemnified party notified UVEST or Financial Institution, as appropriate, of
the commencement thereof, as provided herein, UVEST or Financial Institution as
appropriate, shall be entitled to participate therein and, at its option, assume
the defense thereof. Upon assumption by UVEST or Financial Institution, as
appropriate, of the defense of such action, UVEST or Financial Institution, as
appropriate, will cease to be liable to such indemnified party under this
Section 5 for an legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof.
5.4 An indemnified party hereunder shall settle a claim for which it
has requested or intends to request indemnification only with the written
consent of the indemnifying party.
5.5 The indemnification provisions in this Section shall remain
operative and in full force and effect, regardless of the termination of this
Agreement and shall survive any such termination.
6. REPRESENTATIONS, WARRANTIES AND ADDITIONAL COVENANTS
6.1 UVEST represents, warrants and covenants to Financial Institution
as follows:
(a) UVEST is presently a member in good standing of the
National Association of Securities Dealers, Inc.
(b) UVEST is and during the term of this Agreement will remain
duly licensed in good standing as a broker-dealer under applicable Federal and
state laws and regulations.
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(c) UVEST has all the requisite authority, in conformity with
all applicable laws and regulations, to enter into and perform the services
contemplated by this Agreement.
(d) UVEST is in compliance, and during the term of this
Agreement will remain in compliance, with the capital and financial reporting
requirements of (i) the National Association of Securities Dealers, Inc., (ii)
the Securities and Exchange Commission and (iii) every state in which it is
licensed as a broker-dealer.
(e) UVEST shall keep confidential any information not
otherwise generally available to the public which it may acquire as a result of
this Agreement regarding the business and affairs of Financial Institution, such
requirement shall survive the termination of this Agreement for so long as such
information remains confidential information and/or a trade secret of Financial
Institution. UVEST shall treat the names of Financial Institution's Customers as
confidential and shall not provide such names to third parties except as
authorized in writing by Financial Institution or as required by applicable
statutes, rules and regulations. Financial Institution acknowledges, however,
that, after the termination of this Agreement, UVEST may use the names of
Customers to carry out broker-dealer functions for such Customers, until such
time as a new relationship is established by Financial Institution or the
Customer for the provision of such services.
(f) This Agreement has been duly authorized, executed and
delivered by UVEST and constitutes the legal, valid and binding agreement of
UVEST.
(g) There is no litigation or governmental proceeding or
investigation pending or threatened against UVEST or any of its affiliates or
against any officer, nor has there occurred any event or does there exist any
condition on the basis of which any such litigation, proceeding or investigation
might properly be instituted.
(h) That UVEST reasonably believes that its relationships with
Digitrade and Pershing are good and that the relationships between UVEST,
Digitrade and Pershing will continue throughout the term of this Agreement.
6.2 Financial Institution represents, warrants, and covenants to
UVEST as follows:
(a) Financial Institution has all the requisite authority in
conformity with all applicable laws and regulations to enter into this
Agreement.
(b) Financial Institution shall not generate and/or prepare
any statements, billings or confirmations respecting any Customer account;
provided, however, that UVEST acknowledges that Financial Institution desires to
provide Customers with consolidated statements which display Customer brokerage
and bank account activities on a consolidated basis. UVEST agrees to work with
Financial Institution and/or its Clearing Agent, Pershing, to provide a
consolidated statement satisfactory to Financial Institution. UVEST represents
and warrants that it has contacted Pershing, and that Pershing has agreed to
provide statement data to UVEST and/or Financial Institution in lieu of
processing and mailing statements directly to Customer to enable UVEST and/or
Financial Institution to provide consolidated statements to
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Customers as described above, subject to Pershing's approval of the brokerage
portion of such statement. Such services by UVEST and/or Pershing shall be
provided at no cost to Financial Institution. The parties acknowledge and agree
that the consolidated statement is a necessary and important part of Financial
Institution's willingness to enter into this Agreement with UVEST and in the
event consolidated statements cannot be provided to Customers as intended by the
parties, Financial Institution reserves the right to terminate this Agreement
under Section 7.2(a).
(c) Financial Institution shall keep confidential any
information not generally available to the public which it may acquire as a
result of this Agreement regarding the business and affairs of UVEST, such
requirement shall survive the termination of this Agreement, for so long as such
information remains confidential information and/or a trade secret to UVEST.
7. TERM - TERMINATION
7.1 The initial term of this Agreement shall expire one year from the
date hereof. After the initial term, this Agreement will be automatically
renewed for additional one year terms unless and until terminated by either
party upon 90 days written notice of termination to the other party.
7.2 Notwithstanding the provisions of Section 7.1 above, Financial
Institution may terminate this Agreement at any time upon thirty (30) days
written notice of termination to UVEST upon (a) UVEST's failure to provide
brokerage services to Financial Institution's customers to the reasonable
satisfaction of Financial Institution; (b) termination of UVEST's relationship
(contractual or otherwise) with Digitrade and/or Pershing (including the failure
of these service providers to provide service to UVEST to the reasonable
satisfaction of Financial Institution); or (c) UVEST's failure to provide the
services set forth on Schedule B attached hereto in strict accordance with the
timetable set forth therein; provided, however, that with respect to Section
7.2(b), Financial Institution shall have the right to continue to utilize the
services of UVEST under the terms of this Agreement in the event the services
performed by Digitrade on behalf of UVEST are immediately thereafter performed
by NetExchange to the satisfaction of Financial Institution and/or the clearing
agent retained by UVEST is satisfactory to Financial Institution; provided
further, however, that in the event Financial Institution continues to utilize
the services of UVEST under the terms of this Agreement pursuant to this Section
7.2, the charges to Financial Institution's customers and the transaction fees
payable to Financial Institution shall be and remain the same as the charges and
fees set forth on Schedules A and B, respectively, in effect immediately before
the event giving rise to Financial Institution's right to terminate this
Agreement. Any out of pocket costs incurred by Financial Institution resulting
from an event giving rise to Financial Institution's right to terminate this
Agreement under this Section 7.2 shall be borne by UVEST.
7.3 During the term of this Agreement, Financial Institution will not
offer to promote the provision of the services contemplated by this Agreement
through or by any broker or similar provider, other than UVEST; provided,
however, that Financial Institution may utilize any broker or similar provider
in the event Financial Institution reasonably believes that the utilization of
such services are required to retain or promote the business (banking, brokerage
or
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otherwise) of Financial Institution. Financial Institution hereby represents and
warrants that it currently has no intention of utilizing the services of any
broker or service provider other than UVEST.
8. DEFAULT
8.1 Notwithstanding any provision in this Agreement, the following
events or occurrences shall constitute an Event of Default under this Agreement:
(a) failure of either party to comply with the terms of this
Agreement within five (5) days of written notice from the other party of such
failure; or
(b) if any representation or warranty made by either party
herein shall be untrue in any material respect; or
(c) a receiver, liquidator or trustee of either party, or of
any substantial part of its property, is appointed by court order and such order
remains in effect for more than 30 days; or either party is adjudicated bankrupt
or insolvent; or a petition is filed against either party under any bankruptcy,
reorganization, arrangement, insolvency, readjustment of debt, dissolution or
liquidation law or any jurisdiction, whether now or hereafter in effect, and is
not dismissed within 30 days after such filing; or
(d) either party files a petition in voluntary bankruptcy or
seeking relief under any provision of an bankruptcy, reorganization,
arrangement, insolvency, readjustment of debt, dissolution or liquidation law or
any jurisdiction, whether now or hereafter in effect, or consents to the filing
of any petition against it under any such law; or
(e) either party makes an assignment for the benefit of its
creditors, or admits in writing its inability to pay its debts generally as they
become due, or consents to the appointment of a receiver, trustee or liquidator
for it, or for all or any substantial party of its property.
Upon the occurrence of any such Event of Default, the non-defaulting
party may, at its option, and without waiving any rights or remedies such party
may have against the defaulting party, by notice to the defaulting party,
declare that this Agreement shall be thereby terminated without penalty and such
termination shall be effective as of the date such notice has been sent or
communicated to the defaulting party.
9. REMEDIES CUMULATIVE
The enumeration herein of specific remedies shall not be exclusive of
any other remedies. Any delay or failure by any party to this Agreement to
exercise any right, power, remedy or privilege herein contained, or now or
hereafter existing under any applicable statute of law, shall not be construed
to be a waiver of such right, power, remedy or privilege. No single, partial or
other exercise of any such right, power, remedy or privilege shall preclude the
further exercise thereof or the exercise of any other right, power, remedy or
privilege.
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10. MISCELLANEOUS
10.1 Neither Financial Institution nor UVEST shall hold itself out as
an agent of the other or any of the subsidiaries or the companies controlled
directly or indirectly by or affiliated with the other.
10.2 Neither Financial Institution nor UVEST shall, without having
obtained the prior approval of the other, agree to place or place any
advertisement in any newspaper, publication, periodical or any other media if
such advertisement in any manner makes reference to the other.
10.3 This Agreement may be modified by a writing signed by both parties
to this Agreement. Such modification shall not be deemed a cancellation of this
Agreement.
10.4 This Agreement shall inure to the benefit of and be binding upon
the successors and assigns of the parties hereto. This Agreement may not be
assigned by either party without the prior written consent of the other. Neither
this Agreement nor any activity hereunder is intended to be and shall not be
treated as a general or limited partnership, association or joint venture.
10.5 Neither party hereto shall use any service mark, trade name or
trademark of the other party hereto without the prior written consent of the
other. Each party shall have the exclusive right to any such name or mark
developed by it in connection with the services performed by it under this
Agreement.
10.6 The construction and effect of every provision of the Agreement
and any questions arising out of the Agreement shall be subject to the statutory
and common law of the State of Georgia.
10.7 In the event of a dispute between the parties, such dispute shall
be settled by arbitration in Atlanta, Georgia, in accordance with the rules of
the American Arbitration Association.
10.8 The heading preceding the text, articles and sections hereof have
been inserted for convenience and reference only and shall not be construed to
affect the meaning, construction or effect of this Agreement.
10.9 If any provisions or conditions of this Agreement shall ultimately
be held to be invalid or unenforceable by any court, or regulatory or
self-regulatory agency or body, such invalidity or unenforceability shall attach
only to such provision or condition. The validity of the remaining provisions
and conditions shall not be affected thereby and this Agreement shall be carried
out as if any such invalid or unenforceable provision or condition were not
contained herein.
10.10 For the purposes of any and all notices, consents, directions,
approvals, requests or other communications required or permitted to be
delivered hereunder, UVEST's address shall be 128 South Tryon Street, 13th
Floor, Charlotte, NC 28202, Attention: President; and Financial
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Institution's address shall be: 7000 Peachtree Dunwoody Road, Suite 300,
Atlanta, Georgia 30328, Attention: President. Notice shall be provided by
registered or certified mail, and either party may change its address for notice
purposes as aforesaid.
10.11 The parties acknowledge and understand that Financial Institution
is subject to the laws, rules and regulations of the Office of Thrift
Supervision, the Federal Deposit Insurance Corporation and such other
governmental entities having jurisdiction over the activities of Financial
Institution and, to that end, the parties acknowledge and agree that
modifications to this Agreement may be requested from time to time by said
agencies in which event, the parties agree that they and each of them will take
whatever action or actions as are deemed reasonable, necessary and desirable to
accommodate the requests of such agencies including but not limited to, the
modification or termination of this Agreement.
Made and executed as of the date set forth above.
UVEST Financial Services Group, Inc.
By: /s/
----------------------------
Title: President and COO
-------------------------
Atlanta Internet Bank
By: /s/ D.R. Grimes
----------------------------
Title: CEO
-------------------------
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Schedule A
UVEST. Internet Discount Commission Schedule
-------------------------------------------------------------------------------
Stock Options
----- -------
Commission: $35 per trade up to 2,000 shares Commission: $35 per trade
---------- ----------
$.015 per share thereafter $2.50 per contract
Margin Rate Schedule
Debit Balance Call Rate +
------------- -----------
$50,000 + .75%
$30,000 - 49,999 1.5%
$10,000 - 29,999 2%
$0 - 9,999 2.75%
----------------------------------------------------------- ---------------------------------------------------------
Mutual Funds and UITs
Load Funds & UITs: Fund Distributor determines the sales charge
No-Load Funds: Acting as agent, UVEST charges a transaction
fee of $30.
----------------------------------------------------------- ---------------------------------------------------------
Treasury, Municipal, Corporate and Zero $50 + $2 per $1,000 face value of the bond
Coupon Bonds (UVEST may act as principal on certain bond
transactions.)
----------------------------------------------------------- ---------------------------------------------------------
Treasury Bills $50 on all transactions
----------------------------------------------------------- ---------------------------------------------------------
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Non-Commission (Miscellaneous) Fees
Accommodation Transfers $25 Legal Transfers $25
Bond Redemption $20 Margin or Cash Extension (Later fee) $10
Confirmation Handling Fee $3 Reorganization (Tender) Charges $40
Exchange Fee $10 Safekeeping Fee* $35
Foreign Securities Surcharge $100 Securities Delivery Charge $15
IRA Maintenance Fee (Annual) $35 Wire Fee $15
----------------------------------------------------------- ---------------------------------------------------------
*Applies only if annual commission level does not reach $45.00.
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9/16/97
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SCHEDULE B
--------------------------------------------------------------------------------
UVEST
Investment Services
Proposal
For
ATLANTA INTERNET BANK
Strengthening Customer Relationships
Enhancing Your Revenue Base
--------------------------------------------------------------------------------
<PAGE>
BROKERAGE SERVICES OUTLINE
PHASE 1 - DISCOUNT BROKERAGE
DISCOUNT BROKERAGE SERVICES FEATURES
PROJECT PLAN
PHONE ISSUES
PROPOSED PAYOUT TO AIB
PROFORMA (DISCOUNT BROKERAGE ONLY)
DISCOUNT BROKERAGE CONTRACT
PHASE II - FUTURE DEVELOPMENT
TIMELINE
INTERNET SITE SETUP
DIGITRADE INTEGRATION
FINANCIAL PLANNING MODULE
CALCULATORS
ASSET ALLOCATION
SELECTED INVESTMENTS
ASSET MANAGEMENT ACCOUNT
AFFINITY PLAN -- TRADE ASSOCIATION
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DISCOUNT BROKERAGE SERVICES FEATURES
A. REAL-TIME QUOTES
B. POSITIONS HELD IN THE ACCOUNT AS OF PRIOR DAY'S CLOSE
C. ACCOUNT BALANCES AS OF PRIOR DAY'S CLOSE
D. 60-DAY TRANSACTION HISTORY
E. TRADING
- EQUITY
- OPTION
- MUTUAL FUNDS
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PROJECT PLAN
A. SITE DEVELOPMENT
B. NEW ACCOUNT PROCESS
C. TRADING PARAMETERS
D. BANKLINK (ACH OVERVIEW)
E. SECURITY/RISK ISSUES
*SEE ATTACHED DOCUMENTS FOR DETAIL.
<PAGE>
SITE DEVELOPMENT
Co-Branding
UVEST will work to represent AIB's logo on all site pages which are
provided by UVEST, based on regulatory limitations.
AIB will provide the necessary graphics to be placed on the pages.
Linking of Sites
AIB & UVEST will provide URL's to link UVEST pages and AIB pages.
TRADING PARAMETERS
With our internet service, customers may place equity and option orders. The
steps in the process are as follows:
1. Customer enters desired buy/sell into the system.
2. System validates customer entry, reiterates customer order and
provides a real-time quote of the security to be bought or sold.
3 Customer enters his/her password to submit order to UVEST.
4. UVEST reviews order and releases it to Pershing.
5. Pershing executes order.
6. Electronic confirmations of the orders are sent from Pershing to
digiTrade, instantaneously.
7. Order status is changed from "Open Order" to "Executed Order" on
customer's internet system. Customer may request a facsimile or call
back to confirm entered order.
8. Hard Copy Confirmations are sent to customer indicating the trade.
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CRITERIA
Surrounding the order are multiple criteria which the system implements prior to
submitting the order:
I. ORDER CHECKING:
A. Margin orders - securities under $5.00, NO MARGIN BUYS.
Customer is notified that the order will be placed in cash
type.
B. Duplicate orders - the system checks open orders for the same
security on the same side of the market and gives customer a
warning at the time of entry if another open order exists.
C. Option orders -
1. over 100 contracts, customer is notified that we
cannot process this order because it is outside the
system size parameters
2. no naked calls/puts
D. Any order exceeding $100,000 - customer is notified that we
cannot process this order because it is outside the system
size parameters
E. Market close:
1. Orders entered between 3:50-4:00 - customer enters
order and is notified to contact UVEST Trading Desk @
(800) 277-7700 to confirm.
2. Orders entered after 4:00 - customer is notified that
the order will be entered on [tomorrow's date]
<PAGE>
II. MONEY CHECKING
A. BUY ORDERS
For all non-margin accounts - or-
For margin accounts where Total equity + Fund Balance is less
than $2,000.00 -
or-
For all accounts if security to buy is less than $5.00
ORDERS ACCEPTED IF TOTAL TRADE VALUE IS LESS THAN:
[Money Fund Balance + Credit Balance + Intraday updates
(executions)]
If not enough funds in the account, customer is notified to
contact UVEST Trading Desk @ (800) 277-7700
B. BUY ORDERS
For margin accounts other than those above
ORDERS ACCEPTED IF TOTAL TRADE VALUE IS LESS THAN:
[Cash available in Type II + Type I +/- Credit/Debit
+ Money Fund Balance + Intraday updates (executions)]
x 2
If not enough funds in the account, customer is notified to
contact UVEST Trading Desk @ (800) 277-7700
C. SELL ORDERS
1. Positions must be long in the account
2. Sell must occur in the same type of account class the
position is held in (cash or margin)
If not enough securities in the account, customer is notified
to contact UVEST Trading Desk @ (800) 277-7700
<PAGE>
III. ACCOUNT CLASS
A. If margin papers on file - all trades to margin account type
B. If no margin papers on file - all trades to cash account type
C. If no option papers on file - no options trading allowed
IV. PRICE CHECKING
A. Limit Orders:
1. Stock over $5.00, must be within 20% of market
Examples:
- Sell of Dell when dell is @ $152.00, highest
sell limit is ($152 X 120% = $182)
- Buy of Dell when dell is @ $152.00, lowest buy
limit is ($152 X 80% = $121)
2. Stock under $5.00, accept all
3. Option - accept all
B. Stop Orders
1. Stock (listed)
a) Buy - price higher than last sale
b) Sell - price lower than last sale
2. Option - no checking
V. CANCEL/CORRECT ORDERS
1. Customer enters cancel/correction.
2. Customer is notified to contact UVEST Trading Desk @ (800)
277-7700
<PAGE>
BANKLINK - ACH OVERVIEW
In an attempt to automate the settlement of funds between Atlanta Internet Bank
and UVEST, we propose utilization of the Automated Clearing House system. Under
the proposed arrangement, Pershing, the clearing firm for UVEST, will initiate
an ACH debit to a bank customer's DDA to fund securities purchases and initiate
ACH credits to the bank customer's DDA to pay funds resulting from a securities
sale or dividend payments. The following summarizes the benefits of using ACH as
well as defines potential concerns surrounding ACH.
The benefits of this settlement are as follows:
1. Debits and Credits relating to securities purchases and sales are
automatically posted to the customer DDA.
2. Settlement with UVEST occurs via the existing ACH process that the bank
already has in place. This minimizes the Investment Representative's
involvement in the settlement process. Furthermore, the bank's staff will
process these transactions as they do all other ACH transactions.
3. The bank is not required to send/receive fed wires in relation to these
settlements.
4. No additional software/hardware is required to put this process in place.
5. This solution is for the money sweep necessary for the asset management
account.
The area of concern surrounding the utilization of ACH to clear securities
transactions relates to the consumer's ability to seek a recredit of a debit
entry to his/her DDA. The consumer has the right to have his/her DDA account
recredited as stated in Subsection 7.6.1 of NACHA Operating Rules (see
attached). However, this right to be recredited only applies if (1) the consumer
sends or delivers to the bank a written affidavit, declaring and swearing under
oath that the debit entry for which the consumer is seeking recredit was not
authorized by the consumer, and (2) this affidavit is sent or delivered to the
bank within 15 calendar days from the date the bank makes available to the
consumer information related to the debit entry (periodic statements).
A consumer cannot request a recredit of a debit entry based on the reasoning
that he/she was not satisfied with the securities purchased or if the consumer
lost money. The only reason a consumer can seek a recredit is for an
unauthorized debit (that is, a securities purchase or sale not ordered by the
consumer or another person acting on behalf of the consumer).
In order to implement this ACH settlement arrangement, Pershing, the clearing
firm for UVEST requires the account holding bank to agree to indemnify Pershing
against a customer's claim of unauthorized ACH debit to his or her DDA account.
Currently, the settlement of funds is effected through a combination of Fedwire
and separate data transmission to the bank from Pershing. The current settlement
arrangement does not provide the bank's customer with the same type of recredit
rights as those provided for ACH transactions under the NACHA Rules.
<PAGE>
UVEST INTERNET TRADING
DISCLOSURE AND AGREEMENT
I am solely responsible for and will be the exclusive owner of my password,
account, and PIN number which allows access to UVEST.
I accept full responsibility jointly and severally for the protection of the
password, account and pin number.
I agree to notify UVEST Investment Services, Inc. (UVEST) immediately of any
loss, theft. or unauthorized use of my password and/or account number.
I agree that any order electronically transmitted to UVEST shall not be deemed
received until UVEST has acknowledged that the order has been received.
I agree to notify UVEST immediately if I do not receive a six digit reference
number reflecting an order placed. Failure to notify UVEST immediately will
result in UVEST accepting no responsibility or liability for any claims
resulting from the handling, mishandling or loss of any order.
I agree to notify UVEST immediately of any discrepancies or inaccuracies in my
account balances or security positions. Failure to notify UVEST immediately will
result in UVEST accepting no responsibility or liability for any claims
resulting from these discrepancies or inaccuracies.
UVEST may cancel any order, at any time, at its own discretion if the
requirements for the cash and margin account are not met and/or if its internal
policies for type, size, or limits of orders are violated.
I agree that market data, price and security information supplied by UVEST is
believed to be reliable, but is not guaranteed. Information is provided on a
best efforts basis and UVEST is not liable for any loss or damage arising from
inaccuracies, errors, omissions, delays, interruptions, non-performance, or
negligent act of any provider of such information or service.
UVEST reserves the right to terminate my access to its computer at any time and
at its sole discretion without notice.
I understand that all the terms and conditions of my UVEST Customer Agreement
control the operations of my account and those terms and conditions are
incorporated herein by reference.
EXCHANGE DATA AND INFORMATION
"Information Providers" for securities quotations on this Service include
various securities markets such as New York Stock Exchange, American Stock
Exchange, NASDAQ Stock
<PAGE>
Market, Inc. and other exchanges, their affiliates, agents, and others. By using
this service, you agree that (I) market quotes and other information received
from Information Providers are solely for their own personal use; (II) you shall
not retransmit or otherwise furnish market data to any other person; (III) you
acknowledge that the data is and shall remain the property of the respective
Information Providers or of the market on which a reported transaction took
place or a reported quotation was entered; and (IV) you acknowledge that the
Information Providers are third-party beneficiaries under these provisions and
may enforce these provisions against you.
DISCLAIMER OF WARRANTIES AND LIABILITY
The data and information accessible on this Service is provided "AS IS" and
there may be delays, omissions or inaccuracies in such information and data.
This Service, its affiliates, agents, information providers, and licensor cannot
and do not guarantee the accuracy, sequence, completeness, timeliness
merchantability or fitness for a particular purpose of the information or data
made available through the Service or by any force majeure or any other cause
beyond their reasonable control. Neither this Service nor any of its affiliates,
agents, information providers, or licensor shall be liable to you or to anyone
else for any loss or injury caused in whole or in part by its negligence or
omission in procuring, compiling, interpreting, editing, writing, reporting, or
delivering any information or data through this Service. In no event will this
Service, its affiliates, agents, information providers, or licensor be liable to
you or anyone else for any decision made or action taken by you in reliance upon
such information or data or for any consequential, special or similar damages,
including but not limited to lost profits, trading losses. damages resulting
from inconvenience, or loss of use of the service, even is advised of the
possibility of such damages.
<PAGE>
PHONE ISSUES
Due to rules and regulations set forth by the NASD, UVEST will not be able to
answer the phones as requested. The compliance memorandum on the following page
supports our position.
<PAGE>
UVEST. Investment Services
COMPLIANCE MEMORANDUM
DATE: August 28, 1997
TO: Alex Lawson
FROM: Dana Duckett
RE: Communications with the Public
--------------------------------------------------------------------------------
Alex:
Pursuant to our recent conversation, telephone conversations are considered
"communication with the public" by the NASD under Rule 2210(d)(1)(A).
This Rule, along with the policies and procedures set forth in the Interagency
Statement, is quite clear in its requirements that it must be very clear, when
dealing with the public, who is offering the nondeposit investment products. In
light of this, answering the discount trading telephones with a member name
(UVEST) and a non-member name is considered misleading and may be construed as
confusing to the public.
If you have any questions, please let me know!
<PAGE>
PROPOSED PAYOUT TO AIB
$_____ PER TRADE
FOR EQUITIES, OPTIONS AND BONDS
____% ON MUTUAL FUND, ANNUITY, AND UIT COMMISSIONS
LESS $___ TRANSACTION FEE
<PAGE>
Internet Investment Program
For
Atlanta Internet Bank
YEAR 1 YEAR 2 YEAR 3
------- ------- -------
ASSUMPTIONS:
AIB Customer Base
Brokerage Customer Penetration of AIB customer base
# of Brokerage Customers
Discount Commission per trade charged to Customer
AIB Revenue per Trade
# of Discount Trades per Brokerage Custoer
# Logins per Brokerage Customer
# Real Time Quotes per Brokerage Customer
AIB REVENUES:
AIB Discount Securities Revenue
(# Brokerage Cust x AIB Rev/Trade x # Trades/Cust)
Full Service Revenues (see detailed pro-forma)
TOTAL REVENUES
AIB EXPENSES:
Start-Up
Usage Fees:
Logins @ $___ each
Real Time Quotes @ $____ each
TOTAL EXPENSES
------- ------- -------
PRE-TAX CONTRIBUTION
<PAGE>
The Atlanta Internet Bank
Projected Financial Impact
Phase II
Year 1 Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10
AIB Customer Base
# of Brokerage Customers
# of Trades per Customer
Total Trades - Mutual Funds
Principal Invested - Mutual Funds
--------------------------------------- ---------- ---------- ----------- ---------- ----------- ---------- ---------- -------
GROSS COMMISSIONS
Mutual Funds - Commissions
Clearing Charges
Gross Less Clearing
Mutual Funds - Trailers
TOTAL COMMISSIONS Less CLEARING
--------------------------------------- ---------- ---------- ----------- ---------- ----------- ---------- ---------- -------
BANK REVENUE
Mutual funds
TOTAL BANK REVENUES
--------------------------------------- ---------- ---------- ----------- ---------- ----------- ---------- ---------- -------
INCOME
Year 1 Month 11 Month 12 Total
AIB Customer Base
# of Brokerage Customers
# of Trades per Customer
Total Trades - Mutual Funds
Principal Invested - Mutual Funds
--------------------------------------- --------- --------- ------
GROSS COMMISSIONS
Mutual Funds - Commissions
Clearing Charges
Gross Less Clearing
Mutual Funds - Trailers
TOTAL COMMISSIONS Less CLEARING
--------------------------------------- --------- --------- ------
BANK REVENUE
Mutual funds
TOTAL BANK REVENUES
--------------------------------------- --------- --------- ------
INCOME
CUMULATIVE INCOME
Year 2 Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20
AIB Customer Base
# of Brokerage Customers
# of Trades per Customer
Total Trades - Mutual Funds
Principal Invested - Mutual Funds
-------------------------------------- ---------- ---------- ----------- ---------- ----------- ---------- ---------- ----------
GROSS COMMISSIONS
Mutual Funds - Commissions
Clearing Charges
Gross Less Clearing
Mutual Funds - Trailers
TOTAL COMMISSIONS Less CLEARING
-------------------------------------- ---------- ---------- ----------- ---------- ----------- ---------- ---------- ----------
BANK REVENUE
Mutual funds
TOTAL BANK REVENUES
-------------------------------------- ---------- ---------- ----------- ---------- ----------- ---------- ---------- ----------
INCOME
CUMULATIVE INCOME
CUMULATIVE INCOME
Year 2 Month 21 Month 22 Month 23 Month 24 Total
AIB Customer Base
# of Brokerage Customers
# of Trades per Customer
Total Trades - Mutual Funds
Principal Invested - Mutual Funds
------------------------------------ ---------- ---------- ---------- ---------- -----------
GROSS COMMISSIONS
Mutual Funds - Commissions
Clearing Charges
Gross Less Clearing
Mutual Funds - Trailers
TOTAL COMMISSIONS Less CLEARING
------------------------------------ ---------- ---------- ---------- ---------- -----------
BANK REVENUE
Mutual funds
TOTAL BANK REVENUES
------------------------------------ ---------- ---------- ---------- ---------- -----------
INCOME
<PAGE>
IMPLEMENTATION TIMELINE
DAY 1 Discount Brokerage Contract fully executed between parties
ACH Agreement Finalized (to allow sweep of money between checking &
brokerage accounts) ACH Letter Signed and sent to Pershing AIB
Financials sent to Pershing Contract Bisys to work out providing
daily balance file to digiTrade to verify available funds for
purchases
DAY 7 AIB to provide graphics to UVEST to load into UVEST web pages
defined as:
https://www.edart.com/AIB/
https://www.edart.com/AIB/cgi-bin/login.cgi
AIB to provide URL's to allow customer to return to AIB pages AIB
to provide quote.com content inside UVEST web pages
DAY 10 Graphics loaded and site linked to AIB's URL's
DAY 12 Initiate Affinity Plan Contact
DAY 13 Regulatory/Approval
DAY 14 Begin Testing
Test new account process
Test trading process
Equity
Option
Mutual Fund Trading
Test ACH settlement process
Test balance retrieval/validation between Bisys & DigiTrade
DAY 30 Release site to AIB customer base
*On or before December 1, 1997: Phase I will have been completed
Begin Phase II Development
DAY 30-40 Financial Planning Module - Asset Allocation
Questionnaire to determine profile Recommended Portfolio
Allocation based on questionnaire Recommended Mutual
Funds to achieve portfolio allocation
Substantive Proof - validation of recommendation
Incorporate of Asset Allocation content into AIB web site
DAY 40-50 Financial Planning Module - Calculators
Evaluate outsourced alternatives
SMARTCALC
Financial Visions
Incorporate Financial Calculators into AIB web site
DAY 50-60 DigiTrade Integration
Summary Financial Page
Web Page Design/Layout Coordination
Gateway sign-on issues
Develop process overview
Modification to login procedures
* On or before March 1, 1998: Phase II will have been
completed
* Phase II note: a new agreement must be reached if AIB were
to add an investment rep to the program
Asset Management Account relates to the consolidated
statement capability which requires integration with BISYS.
Until work with BISYS can be defined, the schedule cannot be
determined.
<PAGE>
ON-LINE FINANCIAL PLANNING
The on-line financial planning module is designed to do three things:
1. FINANCIAL PLANNING CALCULATORS: Used to determine the customer's
financial needs. Some examples include:
- college planning
- retirement planning
- goal planning (saving for a boat)
Special calculators are needed in order to determine need. While UVEST
does not have such calculators they can be obtained from firms who
develop and support such calculators. Three firms who provide such
calculators are identified on the timeline. Any costs associated with
the calculators will be the responsibility of AIB.
2. ASSET ALLOCATION: Identify a customer's investment profile. With a
series of questions, we will be able to determine risk tolerance,
investment horizon time frame, sources of income, etc. Once determined,
UVEST will recommend a specific asset allocation for the customer, which
is presented in a graphical pie chart form.
3. SELECTED INVESTMENTS: Identify a portfolio of recommended mutual funds
based on the asset allocation determined above. The customer will be
able to view profiles for each specified fund in order to become
comfortable with the recommendation.
Once the customer has gone through these steps, he/she is ready to
place the trade. The customer can apply for an account on-line, place
a trade on-line, or call the toll-free phone number for help.