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HomeMy WebLinkAboutDocumentation_Pension General_Tab 6B_12/15/1997 *; Prudential • Prime Broker • Services Strength. j- 12D Stability. Service. d. • Consolidated financing. • _ • Centralized corporate action and proxy services. - - • Access to account information via the Internet, 24 hours a day, seven days a week, through Prudential Online` - • Additional features designed to add value ' .'V for clients. The Prime Broker - _- Advantage Perhaps the most . important advantage The Prime Broker of the Prudential Securities Prime Bro- Advantage V , ker service is the abil- ., Y, allows trading ity to unite the invest- w i th a number ment accounts main- ' tained at multiple of different brokers. Prime Broker brokerage f ir.tn.ti enables financial insti- Strength, tutions, money man- . while providingStabilitY agers, investment the ease cv2d partnerships, and Service. certain individuals to efficiency execute trades with Prudential Securities has been providing financial associated with various brokerage services to a large and diverse client base since firms and have them 1879. As a recognized leader in the securities Mai Wain,bzg clear and settle at processing business, we provide comprehensive assets cit one a central location: Prime Broker services, including: location. Prudential Securities. • The ability to maintain relationships at The Prime Broker multiple brokerage firms to execute trades. advantage allows you • Clearing and settling of trades at one to continue the relationships you have developed central location. with multiple firms and realize the benefits and efficiency of having Prudential Securities handle • Consolidated monthly account statement. your custody, clearance, and safekeeping. This will free you to focus on managing your assets The minimum account balance required for 114 h . or the assets your clients have entrusted to you. Prime Broker may entitle you to automatic is enrollment in Custom COMMANDSM, our pre- ,* ,,,,,W' , . mier investment account. Special features ` i.: , I f. include an automatic daily sweep of available ' "�';," `' cash into the COMMAND money fund of your r.1 O it i ,, n ' choice.* Clients may also receive: ,- ,; - a f` • Access to account information via the Internet ;� 24 hours a day, seven days a week, through { kw Prudential Online. . , . ,,..„ . ,., . . ,„,,,,...,. ,,,,,,,..„.., '.ft . - � • Consolidated dividend and interest income payments, reported clearly and concisely in your monthly statement. 4 An Experienced Team • A comprehensive year-end summary of _ We at Prudential Securities believe in providing account activity, which can help simplify the operational services that are necessary to tax preparation. ' help you effectively manage your or your clients' • The option to enroll in our Dividend " ' Portfolios. In order to do that, we have assem- Reinvestment Program to reinvest dividends :; bled an experienced team of dedicated staff. to purchase more shares of the same stock, for `w' Trades executed at Prudential Securities are set- no additional fee. ==t7.. tied through direct communication with our kg `= Financial Advisors. Information about trades • Up to $100 million in securities protection on i the account.** executed at a firm other than Prudential mi Securities is communicated to our Prime Broker - Access to informative research reports from - Services Unit to facilitate settlement — experi- our top analysts. I;:_ Y enced operations professionals will guide you • Centralized corporate action and proxy activity. kf,, through this process. * Please ask for a COMMAND prospectus for details of this feature,as :�,c'W well as complete information, including all charges and expenses. The Benefits of Consolidation Read it carefully before you invest or send money. 46, An investment in any of the money market funds is neither insured nor guaranteed by the US.Government and there is no assurance that the "" Because all assets are maintained in one place 's will be able to maintain a stable net asset value of one dollar " - ' **Prudential Securities is a member of SIPC which protects accounts up you receive a month-end statement for each to $500,000 for cash and securities, with a $100,000 limit for cash. +, The additional$99.5 million of protection is provided on the securities 4` account which details the account's activity, bal- in the account through insurance purchased by Prudential Securities. 'ii; Of course, SIPC and the additional protection do not insure the a ances, positions, Bytaking and much more. quality of investments or protect against losses from fluctuation �, in market value. f, } advantage of our Internet access, you may also ` monitor your activity daily. Prime Broker may Portfolio Advisory Services lilt: also present the opportunity to decrease your Advisory ' ` interest expense and increase buying power ";?� P Yi g by As an added benefit, you may choose to take consolidating financing. Keepin mind, securities advantage of Prudential Securities' Portfolio ti financing may be subject to additional risk. Advisory Services (PAS). Your Financial Advisor i y can provide you .with asset allocation and appraisal reports for all accounts. The reports show the market value and percentage break- down of account assets among the three main asset classes(cash,fixed income and equities),as well as the equity weighting, by macroeconomic sector, in the portfolio versus the. S&P 500 actual weightings. The reports also compare the equity sector weightings to those recommended by Prudential Securities Chief Investment Strategist. For institutions,PAS is an excellent value-added feature to offer clients when you use Prime Broker. - ---- `-' Prudential Online :, http://www.prusec.com A Foundation for Growth A Prime Broker relationship with Prudential Securities will allow you to join forces with the pre- mier provider of services and help you reduce expenses while increasing efficiency.At the same time,you will work with an enterprise which offers a broad array of products to complement and enhance your existing business. The commitment and strength of Prudential Securities will become the foundation of the relationship that will posi- tion you to effectively deal with the challenges of the new millennium. For more information about our Prime Broker services, please call your Prudential Securities Financial Advisor or call our Help Desk at 1-888- 778-1560(toll-free). i,),)7. I'rudi it,';il tic rurtl ir, In�.u•1)(11 ,•I 1 1 Prudential Secunties AGREEMENT FOR PRIME BROKERAGE CLEARANCE SERVICES • THIS AGREEMENT, dated as of , sets forth the terms and . conditions under which Prudential Securities Incorporated, its successors and permitted assigns (the "Prime Broker"), will perform certain services in connection with the clearance and - settlement of securities transactions ("Prime Brokerage Transactions") which have been executed on your behalf by one or more registered broker-dealers, each of which shall be either an executing self-clearing firm or a clearing firm of an introducing firm (unless the context requires otherwise, such firms are collectively referred to herein as the "Executing Broker"). In furtherance of the foregoing, you hereby agree as follows: 1. Scope and Intent; Applicable Law and Regulations (a) The Prime Broker will clear and settle with the Executing Broker each Prime Brokerage. Transaction which it has affirmed and. not DK'd or disaffirmed through a broker- dealer credit account established for your benefit at the Executing Broker; provided, that, you have advised the Prime Broker which broker-dealers will be acting as Executing Broker on your behalf and each such broker-dealer has entered into a prime brokerage agreement with the Prime Broker, which designates you as a customer to which the agreement applies. You acknowledge and understand that, in addition to this Agreement, the terms and conditions of the applicable prime brokerage agreement will govern each Prime Brokerage Transaction. You hereby represent that you have entered into a written agreement with each of your Executing Brokers setting forth the rights and responsibilities of each of you with respect to Prime Brokerage Transactions, and that each such agreement is consistent with the terms of this Agreement and the SEC Letter (as defined below). (b) All Prime Brokerage Transactions and the provision of services hereunder shall be subject to all applicable laws and the rules and regulations of all federal, state and self- regulatory agencies 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 clearing house, if any) where executed. In addition, all Prime Brokerage Transactions shall be executed and cleared in a manner not inconsistent with the No-Action Letter dated January 25, 1994 (the "SEC Letter"), issued by the Division of Market Regulation of the Securities and Exchange Commission, which relates.to prime brokerage services, as the same may be amended, modified or supplemented from time to time. You hereby represent that you have read and are familiar with the terms of the SEC Letter. (c) This Agreement is applicable to trades in any security for which the Prime Broker and the Executing Broker utilize the facilities of a registered clearing agency for the issuance of trade confirmations and affirmations in compliance with the SEC Letter. 1 2. Establishment of Account; Clearance and Settlement of Transactions (a) To facilitate the clearance and settlement of your Prime Brokerage Transactions, the Prime Broker will establish one or more accounts (collectively referred to herein as your "account") on its books in your name. In connection with your account, the Prime Broker will provide to you custody and related bookkeeping services in accordance with its established practices and procedures. (b) On the settlement date for each Prime Brokerage Transaction, the Prime Broker will deliver or receive your securities to or from the Executing Broker against payment in full by or to the Prime Broker on your behalf. 3. Customer Trades; Confirmations (a) For each Prime Brokerage Transaction, the Executing Broker is responsible for confirming Trade Data (as defined below) to the Prime Broker by the morning of the next Business Day (as defined below) after trade date. You hereby authorise the Prime Broker to confirm Trade Data with the Executing Broker on the Depository Trust Company's Institutional Delivery System, or any successor or equivalent system which the Prime Broker and the Executing Broker have agreed to utilize. (b) You agree to inform the Prime Broker of the Trade Data for each Prime Brokerage Transaction by the close of business on trade date or such other time designated to you by the Prime Broker. (c) Except as otherwise provided elsewhere in this Agreement, the Prime Broker shall confirm to you the Trade Data for each transaction for which the Trade Data received by it from the Executing Broker and you match; where such Trade Data does not match, you understand that the Prime Broker will DK the transaction. In the event of any discrepancy in the Trade Data reported to the Prime Broker by you and the Trade Data reported to the Prime Broker by the Executing Broker for a particular Prime Brokerage Transaction, you shall be responsible for resolving such discrepancy promptly, and you shall be liable to, and you hereby agree to indemnify,and hold harmless, the Prime Broker for any liability, loss, cost or expense sustained by the Prime,Broker in connection with any such Prime Brokerage Transaction. (d) As used herein, (i) "Trade Data" means all pertinent details: of each Prime Brokerage Transaction designated as such for your account, including, but not limited to, the contract amount, the security involved, the number of shares or number of units, and whether the transaction was a long or short sale or a purchase, and (ii) "Business Day" means any day which is not a Saturday or Sunday on which the New York Stock Exchange, Inc. is open for business. (e) You may direct the Executing Broker to send confirmations to you in care of the Prime Broker. The form of such a directive may be obtained from the Executing Broker and appended to this Agreement. 2 • 4. Customer Qualification (a) You understand that you shall be required to maintain in your account with the Prime. Broker such minimum net equity in cash or securities as may be required, from time to time, by the Prime Broker (the "Minimum Net Equity"), which shall in no event be less than the minimum net equity required by the SEC Letter, as such requirement may be amended from time to time (initially: (i) $100,000 in cash or securities with a ready market, for trades executed on behalf of a customer account managed by an investment adviser registered under Section 203 of the Investment Advisers Act of 1940 (a "Registered Investment Adviser"), or (ii) $500,000 in cash or securities with a ready market for trades executed on behalf of an account not managed by a Registered Investment Advisor). You further understand that, in the event the net equity in your account falls below such Minimum Net Equity, you shall be required to bring your account into compliance in a timely fashion, as required by the SEC Letter. Each time you enter an order with the Executing Broker which is intended to be a Prime Brokerage Transaction, you shall be deemed to represent that you are in compliance with the Minimum Net Equity requirement. (b) In the event you fail to meet the Minimum Net Equity requirement, the Prime Broker shall be required (and you hereby acknowledge this requirement) to notify each Executing Broker promptly (i) upon determining that you fail to meet such requirement and (ii) after expiration of the allotted time if you fail to bring yourself into compliance in a timely fashion, that it is no longer acting as your prime broker. The Prime Broker will not confirm or affirm, and shall DK, all transactions for you with trade date after the Business Day on which the notice required in,clause (ii) of the previous sentence was made available. 5. Disaffirming Trades (a) You acknowledge and understand that the Prime Broker may disaffirm (and, therefore, decline to clear and settle) one or more Prime Brokerage Transactions in accordance with the SEC Letter and its prime brokerage agreement with the Executing Broker. Except as provided in Section 7(a) below or in the applicable prime brokerage agreement, you understand that, in the event the Prime Broker determines to disaffirm a trade, the Prime Broker shall be required (i) to disaffirm all of your Prime Brokerage Transactions (regardless of the identity of the Executing Broker) with the same trade date as such trade and the trade date immediately prior thereto and (ii) to provide notice to all affected Executing Brokers of all such disaffirmances. In addition, the Prime Broker may elect to provide notice to all other Executing Brokers that one or more of your Prime Brokerage Transactions have been disaffirmed. In accordance with Section 6 below, you shall be responsible for clearing and settling directly with each Executing Broker all trades which have been disaffirmed by the Prime Broker. 3 (b) In the event that the Prime Broker indicates its intention to disaffirm a trade or trades in accordance with Section 5(a) above, you hereby authorize and instruct the Prime Broker to provide to each affected Executing Broker, upon request of the Executing Broker, the following information: (i) the account or accounts to which any of your orders or trades relate; (ii) the instructions, if any, provided to the Prime Broker regarding the allocation of any orders or trades to any sub-accounts (as such term is used in Section 7(a) below); and (iii) information available to the Prime Broker with respect to any net equity in the account. In addition, this Agreement will serve as further authorization and instruction to the Prime Broker to furnish to the Executing Broker in the event of a disaffirmance all such further and additional information concerning an account as the Executing Broker shall request; prnvidPri, that, such authorization shall have been confirmed by you in a separate letter addressed and delivered to the Prime Broker and the Executing Broker. This provision shall remain in effect so long as this Agreement is in effect, shall survive the termination of this Agreement and shall apply to all orders and trades given by you to the Executing Broker for clearance and settlement through the Prime Broker. You hereby agree to release and discharge the Prime Broker from all responsibility and liability arising out of or incurred in connection with the Prime Broker furnishing any information to the Executing Broker pursuant to this paragraph. 6. Customer's Settlement Obligations In the event the Prime Broker is not responsible hereunder for settling one or more Prime Brokerage Transactions, you shall be responsible and liable to the Executing Broker for settling such Prime Brokerage Transaction(s) directly with the Executing Broker in an account that the Executing Broker will open or has opened in your name on its books in accordance with Regulation T of the Board of Governors of the Federal Reserve System. The Executing Broker shall be responsible for sending you a new confirmation of the replacement transaction(s). 7. Discretionary Account Provisions (a) If your account is managed on a discretionary basis by a Registered Investment Advisor, money manager or other person (an "Advisor"), you hereby acknowledge that your Prime Brokerage Transactions may be commingled with those of other accounts of your Advisor ("sub-accounts"), according to your Advisor's instructions, for clearance by the Executing Broker in a single bulk trade and for settlement in bulk with the Prime Broker. You understand that no part of any Prime Brokerage Transaction may be allocated to a sub-account which fails to meet the Minimum Net Equity requirement and, in such a case, the Prime Broker shall (except as specified in the next sentence) be required to disaffirm the entire bulk transaction. In the event the Prime Broker indicates that it would otherwise disaffirm a bulk trade because of one or more sub-accounts receiving an allocation, the Executing Broker may either cancel and rebill the bulk trade to reflect the reduction of the securities which were originally allocated to the objectionable sub-account(s) or, if permissible, re-allocate the Prime Brokerage Transaction to other sub-accounts, in accordance with your Advisor's instructions. 4 (b) If you are executing this Agreement on behalf of a customer whose account is managed by you, you hereby represent and warrant to the Prime Broker that (i) each time you execute an order on behalf of such customer which is intended to be a Prime Brokerage Transaction, such customer is in compliance with the Minimum Net Equity requirement, (ii) you shall not enter an order for such customer in the event such customer falls below the Minimum Net Equity requirement, (iii) you have sufficient knowledge of such customer to make the representation set forth in Section 18 of this Agreement and (iv) you have been duly authorized by the customer to execute this Agreement, to bind such customer to arbitration, to enter orders to effect Prime Brokerage Transactions, if applicable, to execute a directive to the Executing Broker regarding the mailing of confirmations, to disclose such financial information as the Prime Broker deems necessary to effect such transactions and to take such other actions as are contemplated by this Agreement. 8. Short Sales When placing an order to sell short for your account, you are responsible for designating the order as such, and you acknowledge that you and the Executing Broker are responsible for complying with all applicable laws, rules and regulations governing the"execution of short sales. You further agree that you and the Executing Broker will provide the Prime Broker with all information concerning securities borrowing arrangements made by you or the Executing Broker in connection with any short sales. 9. Fees and Charges (a) You agreelupy to the Prime Broker an additional fee for the services provided for hereunder equal to $ow for each delivery received or made on your behalf by the Prime Broker. The charge for each month's activity will be posted to your account during the first week of the following month. In addition, you agree to pay additional fees for any other services provided to you by the Prime Broker which are incidental to the prime brokerage relationship established hereunder, which, unless otherwise agreed to by you and the Prime Broker, shall be in accordance with the Prime Broker's then-prevailing fee schedule. (b) You understand that the Executing Broker may charge commissions and other fees for execution, clearance or any other service furnished to you and you agree to pay such commissions and fees at the Executing Broker's then-prevailing rates. • 10. Restrictions on Account You understand that the Prime Broker, in its sole discretion, may limit, restrict or prohibit Prime Brokerage Transactions with any Executing Broker for your account. 5 11. Default If (i) you fail to perform your settlement obligations with respect to a Prime Brokerage Transaction, (ii) any representation made by you shall have been incorrect or untrue in any material respect when made or deemed made, (iii) you shall have admitted your inability to, or intention not to, perform any of your obligations hereunder, (iv) you file a petition or other proceeding in bankruptcy, insolvency, or for the appointment of a receiver, or such a petition or proceeding is filed against you, (v) a levy of an attachment is made against your account(s) with the Prime Broker, (vi) you die or become mentally incompetent or you are a corporation that dissolves, or (vii) you shall have otherwise breached the terms of this Agreement (any one being an "Event of Default"), the Prime Broker shall have the right to sell, without prior notice to you, any and all property in which you have an interest held by or for the benefit of the Prime Broker, to cancel any outstanding transactions and/or to purchase or sell any other securities or other instruments to offset market risk, and you shall be liable to the Prime Broker for all losses, costs and expenses caused by such Event of Default, together with interest earned thereon from the date of such Event of Default at the prime rate, until payment in full is received by the Prime Broker. 12. Legally Binding You hereby agree that this Agreement and all the terms hereof shall be binding upon you .. and your estate,. heirs, executors, administrators, personal representatives, successors and assigns. You agree that all Prime Broker Transactions shall be for your account in accordance with your oral or written instructions. You hereby waive any and all defenses that any such instruction was not in writing as may be required by the Statute of Frauds or any other similar law, rule or regulation. _ 13. Security Interest; Right of Set-Off As security for the payment of your obligations to the Prime Broker, the Prime Broker shall have a continuing security interest in all property in which you have an interest held by or for the benefit of the Prime Broker and may, without prior notice to you, use, apply or transfer any such property. In the event of a breach or default under this Agreement, the Prime Broker shall have all rights and remedies available to a secured creditor in addition to the rights and remedies provided herein. In addition, the Prime Broker shall have the right, at any time and from time to time, to net and set-off any and all of your obligations hereunder against any and all obligations of the Prime Broker. 14. Amendment; Entire Agreement; Termination (a) You agree that the Prime Broker may modify the terms of this Agreement at any time upon prior written notice. If such modifications are unacceptable to you, you must notify the Prime Broker in writing within 30 days of the Prime Broker's transmittal of such notice. Your account may then be terminated by the Prime Broker, after which you agree to remain liable to the Prime Broker for all existing liabilities or obligations. Otherwise, this Agreement may not be waived or modified absent a written instrument signed by an authorized representative of the Prime Broker. Except as set forth above, this Agreement represents the entire agreement and understanding between you and the Prime Broker concerning the subject matter hereof. 6 (b) This Agreement may be terminated by either you or the Prime Broker upon the giving of notice to that effect; prnviried, that, any such termination shall be effective on the Business Day after the notice was given; and prnvideri, further, that termination of this Agreement shall not affect the rights and obligations of you and the Prime Broker existing immediately prior thereto. This Agreement shall also been deemed to have been terminated by the Prime Broker at the time it gives the notice required by Section 4(b)(ii) above. 15. Telephone Conversations For the protection of both you and the Prime Broker, and as a tool to correct misunderstandings, you hereby authorize the Prime Broker in its discretion and without prior notice to you, to monitor and/or record any or all telephone conversations between you, the Prime Broker and any of the Prime Broker's employees or agents. You acknowledge that the Prime Broker may determine- not to make or keep such recordings and such determination shall not in any way affect any party's rights. .16. - Assignability This Agreement and the rights and obligations arising out of the Prime Brokerage Transactions cleared pursuant hereto may not be assigned without the prior written consent of the other party, other than by the Prime Broker as part of a general transfer of the Prime Broker's business. 17. Severability If any provision of this Agreement is or becomes inconsistent with any applicable present or future law, rule or regulation, that provision shall be deemed modified or, if necessary, rescinded in order to comply with the relevant law, rule or regulation. All other provisions of this Agreement shall continue to remain in full force and effect. 18. Capacity to Contract; Customer Affiliation If you are an individual, you represent that you are of.legal age and that, unless you have notified the Prime Broker to the contrary, neither you nor any member of your immediate family is an employee of any exchange or member thereof, an employee of the National Association of Securities Dealers, Inc. or a member thereof, an employee of any corporation, firm or individual engaged in the business of dealing, as broker or principal, in securities, options or futures, or an employee of any bank, trust company or insurance company. 19. Limitation of Liability; Indemnification , (a) The Prime Broker shall not be liable or responsible for any acts or omissions of any Executing Broker or its employees or agents. You understand that the Prime Broker does not act as an investment advisor or solicit orders for you, and that the Prime Broker does 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. 7 You hereby agree to indemnify and hold harmless the Prime Broker, its employees and agents, from and against any and all costs, expenses, liabilities and obligations (including reasonable attorneys fees) (collectively, "losses") incurred in connection with or arising out of any transaction contemplated by this Agreement, except for any such losses caused by the Prime Broker's breach of this Agreement. (b) The Prime Broker shall not be liable for any losses caused directly or indirectly by government restrictions, exchange or market rulings, suspension of trading, war, strikes or other conditions beyond its control. 20. Headings The headings of the Sections hereof are for descriptive purposes only and shall not modify or qualify any of the rights or obligations set forth in such provisions. 21. Governing Law This Agreement shall be governed by the laws of the State of New York without giving effect to the conflicts of law principles thereof. 22. Designation of Advisor/Agent - If your account is managed by an Advisor, or by an agent, and you are executing this Agreement, you hereby authorize Loodia, S4yLE5'Ko. to engage in Prime Brokerage Transactions on your behalf, and you hereby represent and covenant that such Advisor has been duly authorized by you to take such actions as are contemplated by this Agreement. 23. Arbitration Disclosures • Arbitration is final and binding on the parties. • The parties are waiving their right to seek remedies in court, including the right to jury trial. • Pre-arbitration discovery is generally more limited than and different from court proceedings. • The arbitrators' award is not required to include factual findings or legal reasoning and any party's right to appeal or to seek modification of rulings by the arbitrators is strictly limited. • The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. 8 24. Arbitration You agree, and by agreeing to maintain an account in the name of the Prime Broker and designated for your benefit, the Prime Broker agrees, that controversies arising between you and the Prime Broker, its control person, predecessors, subsidiaries and affiliates and all respective successors, assigns and employees, whether arising prior to, on or subsequent to the date hereof, shall be determined by arbitration. Any arbitration under this Agreement shall be conducted pursuant to the Federal Arbitration Act and the laws of the state designated in Section 21, held at the facilities and before an arbitration panel appointed by the New York Stock Exchange, Inc., the American Stock Exchange, Inc., or an arbitration facility provided by any other exchange of which the Prime Broker is a member, the National Association of Securities Dealers, Inc. or the Municipal Securities Rulemaking Board, and in accordance with the rules then in effect of the selected organization. You may elect one of the foregoing forums for arbitration, but if you fail to make such election by registered mail or telegram addressed to the Prime Broker (or any other address of which you are advised in writing); before the expiration of ten days after receipt of a written request from the Prime Broker to make such - • election, then the Prime Broker may make such election. For any arbitration solely between you and a broker for which the Prime Broker acts as clearing agent, such election shall be made by registered mail to such broker at its principal place of business. The award of the arbitrators, or of 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 predispute 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; (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. •