Securities Account Control Agreement Template for United States

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Key Requirements PROMPT example:

Securities Account Control Agreement

"Need a Securities Account Control Agreement for our hedge fund's margin lending facility with Goldman Sachs, where Morgan Stanley will act as the securities intermediary for a portfolio of U.S. listed securities to be pledged as collateral, with the agreement to be effective from March 1, 2025."

Document background
The Securities Account Control Agreement (SACA) is a critical document in secured financing transactions under U.S. law where securities accounts serve as collateral. It is required to perfect a security interest in a securities account under the UCC by establishing 'control,' which provides the secured party with priority over other creditors. The agreement defines the rights and obligations of all parties, including the securities intermediary's agreement to comply with the secured party's instructions without further consent from the debtor. SACAs are commonly used in lending transactions, margin accounts, and other financial arrangements where securities serve as collateral.
Suggested Sections

1. Parties: Identification of secured party, debtor, and securities intermediary

2. Background: Context of the security arrangement and related agreements

3. Definitions: Key terms including Securities Account, Collateral, Control, etc.

4. Securities Account: Description and identification of the relevant securities account(s)

5. Control of Securities Account: Terms establishing secured party's control over the account

6. Security Interest: Provisions regarding the security interest in the account

7. Rights and Duties of Securities Intermediary: Obligations and responsibilities of the securities intermediary

8. Representations and Warranties: Standard representations by all parties

9. Miscellaneous: Standard boilerplate provisions including governing law, notices, amendments, and termination

Optional Sections

1. Trading Authorization: Terms governing trading rights in the account when debtor retains trading rights

2. Income and Distributions: Treatment of dividends and other distributions when specific arrangements are needed

3. Foreign Securities: Special provisions for non-U.S. securities when account contains foreign securities

Suggested Schedules

1. Schedule A - Account Details: Specific identification of securities account(s)

2. Schedule B - Authorized Persons: List of persons authorized to give instructions

3. Schedule C - Notice Information: Contact details for notices under the agreement

4. Exhibit A - Form of Notice of Exclusive Control: Template for secured party to exercise exclusive control

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Clauses
Industries

Uniform Commercial Code (UCC): Primary legislation governing securities accounts and secured transactions, particularly Article 8 (Investment Securities) and Article 9 (Secured Transactions). These articles establish rules for securities accounts, perfection of security interests, and control arrangements.

Securities Exchange Act of 1934: Federal law establishing regulations for securities trading, broker-dealer obligations, and requirements for securities accounts and intermediaries.

Federal Reserve Regulations: Including Regulation T governing credit by broker-dealers and requirements for margin accounts and securities lending.

Investment Company Act of 1940: Legislation relevant when any party is an investment company, including regulations regarding custody of securities.

Securities Investor Protection Act (SIPA): Law establishing protection mechanisms for customer assets and SIPC insurance considerations in securities accounts.

USA PATRIOT Act: Legislation establishing Know Your Customer (KYC) requirements and anti-money laundering provisions applicable to securities accounts.

State Securities Laws: Including Blue Sky Laws and state-specific security interest requirements that may affect securities account control.

Dodd-Frank Wall Street Reform Act: Comprehensive financial reform legislation including relevant provisions regarding securities custody and control.

FDIC Regulations: Regulations applicable when the securities intermediary is a bank, governing aspects of deposit insurance and bank securities activities.

Bank Holding Company Act: Legislation relevant when the securities intermediary is owned by a bank holding company, governing permissible activities and control.

SEC Regulations: Rules and guidance from the Securities and Exchange Commission governing securities accounts and intermediaries.

FINRA Rules: Self-regulatory organization rules governing broker-dealers and securities account operations.

Bankruptcy Code: Federal bankruptcy laws affecting securities accounts and control agreements in the event of insolvency.

Federal Tax Regulations: Tax laws and regulations affecting securities accounts and reporting requirements.

State Contract Law: General principles of state contract law governing the formation and enforcement of account control agreements.

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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