Exhibit 5.2
K&A Asset Management, LLC Agreement
K&A Asset Management, LLC Letterhead
This Agreement is made this 14th, day of February, 2004 by and between K&A Asset
Management, LLC (Advisor), and the undersigned client (Client) for the
following account number (Portfolio).
Xxxxxxx and Xxxxx Xxxxx (Client)
All Accounts with K & A Asset Management, LLC
Advisor agrees to provide investment supervisory services and act as an
investment advisor under the following terms and conditions:
I. General Service Provisions
Client retains K&A to provide professional advisory services for the Client's
Portfolio(s). These services are further described in K&A's Form ADV, Part II.
The Portfolio(s) shall initially consist of cash and securities as designated by
Client and shall be subject to such additions and/or withdrawals as Client may
from time to time direct. Such securities may include common or preferred
stocks; convertible stocks or bonds; mutual funds; options; collective trusts;
sub-accounts of variable annuities; sub-accounts of variable universal life
insurance; foreign securities; American Depositary Receipts; unit investment
trusts; money market funds; corporate, municipal, or government bonds; and
corporate, municipal, or government notes or bills, as applicable. Client is
responsible for notifying K&A in writing when capital is added to the Portfolio;
new capital may be in the form of cash, securities, or both. K&A is not
responsible for the immediate investment of new capital when there is no such
notification
Client authorizes K&A at their discretion to aggregate purchases and sales of
securities for the Portfolio(s) with purchases and sales of securities of the
same issuer for other clients of K&A occurring on the same day. If K & A
believes that the purchase or sale of a security is in the Client's best
interest along with the best interest of other clients, K & A may, but shall not
be obligated to, aggregate the securities to be sold or purchased to obtain
favorable execution or lower brokerage commissions, to the extent permitted by
applicable laws and regulations. K & A will allocate securities so purchased or
sold, as well as the expense incurred in the transaction, in the manner that it
considers to be equitable and consistent with its fiduciary
obligations to Client and its other clients. When transactions are aggregated,
the actual prices applicable to the aggregated transaction may be averaged, and
the Portfolio(s) and the other accounts of K&A may be deemed to have purchased
or sold their proportionate shares of the securities involved at the average
price then calculated.
Although K&A will pursue investment strategies consistent with the Client's
investment policy, the Portfolio(s) may deviate from the written investment
policy due to market conditions, Client instructions, and other factors.
Client represents that the information contained in the Signature & Information
Page section of this Agreement is complete and accurate. Client agrees to notify
K&A promptly of any material changes in that information, or any other material
changes in Client's financial circumstances or investment objectives that might
affect the manner in which the investment advisory services contemplated by this
Agreement are provided. Client also agrees to provide K&A with such additional
information as K&A may request from time to time to assist in providing the
services for the Portfolio(s).
Client authorizes K&A to provide a copy of this Agreement to the Broker/Dealer,
the Custodian, or any other party to a transaction for the Portfolio(s), as
evidence of K&A's authority to act for Client.
II. Portfolio Management Provisions
K&A shall have full power to supervise and direct the investment and
reinvestment of the Portfolio(s) (including all additions, substitutions, and
alternations thereto) in securities, mutual funds, sub-accounts, collective
trusts, and cash or cash equivalents, making and implementing all investment
decisions, without prior consultations with Client. When third-party Portfolio
Manager(s) are utilized for the Client(s) Portfolio(s), Client hereby appoints
K&A as Client's agent and attorney-in-fact and authorizes K&A to hire, monitor,
and terminate the discretionary investment management services of the Portfolio
Manager(s) or mutual funds at its sole discretion for any reason whatsoever
without consulting Client in advance.
III. Unmanaged Assets
As a general rule, K&A does not allow unmanaged securities to be commingled with
Management Portfolio(s). On rare occasions, and to overcome a specific problem
for the Client, K&A may agree to hold unmanaged assets in a Portfolio(s) for a
limited period at the request of the Client. Client understands and agrees that
K&A will hold the assets on a best efforts basis only and is not responsible for
providing the services contemplated under this Agreement for the assets. Client
agrees that all decisions in regard to the assets are the sole responsibility of
the Client. K&A does not assume any responsibilities whatsoever for the
inclusion of the assets in the Portfolio(s).
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IV. Money Market Mutual Funds
Some of the assets in your account will be held in cash or cash equivalents
temporarily, pending investment or as a defensive strategy. Cash equivalents may
include money market mutual funds managed by various issuers and/or custodians.
Detailed information regarding each money market fund can be found in the
prospectus for each such fund. You should read each prospectus carefully prior
to making a selection.
V. Custody
The Client shall appoint a separate Custodian acceptable to the Advisor to take
possession of the cash, securities and other assets in the account(s). Advisor
will have no access to the assets in the account or to the income produced
therefrom and will not be responsible for any acts or omissions of the
Custodian. The Client shall direct the Custodian to send a statement at least
quarterly indicating all amounts disbursed from the account (including the
amount of any fees paid to Advisor), all transactions occurring in the account
during the period covered by the statement, and a summary of the account
positions and portfolio value at the end of the period. The Client shall direct
the Custodian to send copies of the account statements to Advisor, along with an
indication that statements have been sent to the Client.
Client agrees that Advisor may require that assets be held at National Financial
Services (NFS), Xxxxxxx Xxxxxx & Co., or another custodian. Client agrees that
the choice of custodian will be at the discretion of Advisor. Advisor will
notify client in advance of any requirement to change custodian.
VI. Compensation and Fees
Compensation for services shall be as described below:
Portfolio with assets less than $100,000:
For Portfolio(s) smaller than $100,000, K&A may decide that the best strategy to
diversify is through the use of mutual funds. In this case, K&A will invest the
Portfolio(s) in Class C shares of various mutual funds. K&A will be compensated
directly from the mutual fund and will not draw any additional management fee
off of the account. Depending on the fund, the Client may pay no up front
commissions or, in some cases, a small up front commission may apply. The Fund
Company may pay a 12b-1 servicing fee to K&A. The total fees paid to K&A on
Class C shares may exceed total fees paid to and commissions received by K&A for
Class A shares of the same Fund. Deferred Sales Charges may apply if the funds
are redeemed prior to the minimum holding period (typically 1 year to 18
months). Generally the expense fees are higher than Class A shares. Class C
shares may convert to Class A shares.
It is the Client's responsibility to carefully review the mutual fund prospectus
before investing any money.
Billing cycles and payment will be determined by the mutual fund. It is the
Client's responsibility to verify the accuracy of the fee calculation. The
Custodian will not determine whether the fee is properly calculated.
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Portfolio with assets greater than $100,000:
May be invested in a combination of stocks, bonds, or other fixed income
investments, mutual funds or cash positions as represented by money market
accounts.
The advisory fee will be calculated using an average daily balance billed in
advance, at the beginning of the quarter. The fee is effective the day the
account is accepted and prorated for the remaining days in the quarter. The fee
is deducted directly from the clients account in accordance with the Fee
Schedule attached and/or incorporated by reference.
Advisor or Advisor's designated affiliate will xxxx Client for fees within 15
days of the close of each calendar quarter. Fees will be due and payable
immediately upon billing.
Applicable to ALL Portfolios:
Margin accounts will be billed on the sum value of the portfolio's assets, and
will not be reduced by the amount of the loan. Thus, margin accounts result in a
higher fee compared to non-margin accounts billed on portfolio value.
The initial deposit of cash or securities into the Portfolio(s) will be charged
a prorated fee based on the number of days during the billing period that the
account is open, at the percentage rate specified in the Fee Schedule.
Additional deposits of cash or securities into the Portfolio(s) shall be charged
a prorated fee based on the number of days remaining in each billing period in
accordance with the Fee Schedule. Subsequent fee payments shall be assessed at
the beginning of each billing period of this agreement.
Unless otherwise agreed to in writing, Client authorizes K&A to debit Client's
Portfolio(s) for fees as applicable. Client hereby authorizes the Custodian to
deduct K&A's initial and subsequent fees from the Portfolio(s) upon receipt of
the invoice, if applicable, and hereby agrees to hold the Custodian harmless for
payment of such fees. If the fees are not paid directly from the Portfolio(s),
K&A shall directly invoice Client for the fee and Client shall immediately pay
K&A upon receipt of the invoice.
Client understands that the Portfolio(s) assets may be invested in shares of
mutual funds that will be included in calculating the value of the Portfolio(s)
for purposes of computing K&A's fee. Mutual Fund and sub-account assets will
also be subject to additional management fees and other expenses, and may be
subject to "12b-1" fees to offset distribution expenses as described in the
prospectuses of those funds and sub-accounts. These amounts may be paid by the
funds and sub-accounts, but ultimately borne by the Client. Client expressly
acknowledges that transactions in mutual fund shares and sub-accounts purchased
and sold for the Portfolio(s) could be subject to ongoing expenses in the form
of 12b-1 fees or other expenses from the mutual fund or sub-account. Client is
advised that mutual funds purchased directly from the fund company typically
would not incur a transaction fee, and Client would not incur the management or
consulting fees under this Agreement in such case.
Client understands that K&A shall not be paid on the basis of a share of capital
gains or capital appreciation of the Portfolio(s).
It is Client's responsibility to verify the accuracy of the fee calculation. The
Custodian will not determine whether the fee is properly calculated.
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Client agrees all fees are subject to change upon thirty (30) days' prior
written notice to Client. Further, Client expressly understands and agrees that
Advisor may charge a non-refundable one-time setup fee for Advisor's management
and consulting services and that certain minimum asset amounts and fees may
apply to various services provided by Advisor.
Client agrees that, if Client terminates this Agreement and requests a
liquidation of the portfolio, the portfolio will be subject to transaction
charges to liquidate the portfolio.
VII. Conflicts of Interest
From time to time, a representative of Advisor may also serve Client as a
Registered Representative. If so, Client will be charged commissions for
transactions made as a registered representative. Any payment of securities
commissions is independent of any advisory fees charged. It is the
responsibility of Advisor to report all such conflicts to Client.
From time to time, a representative of Advisor may also serve Client as an
Investment Advisor Representative (IAR) of both K&A Asset Management and another
Registered Investment Advisor (RIA). In this dual capacity, a potential conflict
of interest could be the percentage of fee income paid out by each Investment
Advisor to the IAR. This potential conflict would not affect the management fee
schedule to be paid by the client to either Investment Advisor.
VIII. Brokerage
Advisor is not affiliated with London Pacific Securities, Inc.. Client
understands that Advisor's representatives may also be registered
representatives with London Pacific Securities, Inc., a Registered
Broker/Dealer, member NASD/SIPC. In a registered representative capacity,
Advisor's representatives may receive commission income from said broker/dealer
for the sale of securities and insurance products to Client.
Brokerage Services:
All commissions and other charges with respect to transactions for the Client
will be payable by Client. All transactions authorized by this Agreement shall
be made for the Client and at the risk of the Client and carried out through
brokers or dealers selected by the Advisor. In making any such selection, the
Advisor will consider a number of factors, including, without limitation, the
overall direct net economic result to the Client assets (including commissions,
which may not be the lowest available but which ordinarily will not be higher
than the generally prevailing competitive range), the financial strength and
stability of the broker, the efficiency with which the transaction is effected,
the ability to effect the transaction where a large block or other complicating
factors are involved, the availability of the broker to stand ready to execute
possible difficult transactions in the future, and other matters involved in the
receipt of brokerage and research services if Advisor determines in good faith
that the commissions are reasonable in relation to the value of the brokerage
and research services provided as contemplated by section 28(e) of the
Securities Exchange Act of 1934, as amended, and the regulations and
interpretations of the Securities and Exchange Commission promulgated
thereunder, without having to demonstrate that any such factor is of a direct
benefit to the Client. The Advisor shall not be liable to Client for any act,
conduct or omission of any broker, dealer or custodian.
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Advisor shall enter orders for the Account(s) of Client with the broker or
custodian the Advisor selects. Client understands and agrees that the broker or
custodian may charge fees to Client that are independent of fees charged by
Advisor. It is the responsibility of the Client to be aware of such charges and
fees.
IX. Receipt of Disclosure Document Including Disclosure of Interest
and Capacity
Client acknowledges receipt of the Form ADV, Part II including Schedule H (wrap
fee disclosure brochure) or a brochure or brochures containing the same
information less than 48 hours prior to, but not later than the date of
execution of this Agreement. Accordingly, Client shall have the option to
terminate this Agreement without penalty within five (5) business days after the
date of execution, provided however, that any investment action taken by Advisor
with respect to Client's account(s), prior to the effective date of such
termination shall be at Client's risk.
X. Reports to Advisor
Client will appoint Advisor the advisor of record with Custodian so that Advisor
may receive copies of all reports available to the Client.
XI. Voting of Portfolio Securities and ERISA Bond
If the account is subject to Employment Retirement Income Security of 1974
("ERISA"), as amended, decisions on voting of Proxies will be made by (please
check the appropriate box):
N/A
____ Advisor
____ Trustee of Client's Account(s) or a Named Fiduciary of
Client's Account(s)
If the Account(s) is subject to ERISA, Client acknowledges that it is a named
fiduciary with respect to the management or control of the assets of the Account
and Client agrees to maintain an "ERISA Bond" under Section 412 of ERISA listing
ADVISOR among those insured under the bond.
XII. Confidentiality
All information and advice furnished by either party to the other shall be
treated as confidential and shall not be disclosed to any person, firm, or
entity without the other party's prior consent, unless such disclosure is
required by law.
However, Client information may be shared with the Custodian, the Broker/Dealer,
the Mutual Fund, and any other financial institution the Advisor deems necessary
in order to transact business on the Client's behalf. For example, we regularly
share information with unaffiliated third parties such as our Introducing
Broker/Dealer, London Pacific Securities, Inc. No Client consent will be
required prior to such disclosure(s).
Client authorizes Advisor to provide a copy of this Agreement to the
Broker/Dealer, the Custodian, the Mutual Fund, or any other party to a
transaction for the Client, as evidence of Advisor's authority to act for
Client.
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XIII. Non-Exclusivity, Affiliations
Client understands that Advisor performs investment advisory services for other
clients and may give advice and take action with respect to any such client,
which may differ from the advice given, or the timing, or nature of action taken
with respect to Client. Advisor shall have no obligation to purchase or sell for
Client, or recommend for purchase or sale by the Portfolio(s) of Client, any
security that Advisor's principals, affiliates, or employees may purchase or
sell for themselves or any other clients.
XIV. Pricing of Securities and Timing of Trades
Client recognizes that transactions in a specific security may not be
accomplished for all Client purchases or accounts at the same time or at the
same price.
XV. Risk Acknowledgments and Limitation of Liability
Advisor does not guarantee the future performance of the Portfolio(s) or any
specific level of performance or the success of any investment decision or
strategy that Advisor may exercise in managing the Portfolio(s). In addition,
Client understands that certain Asset Management Services may require the
establishment of a margin account and/or the use or derivative instruments to
execute the investment strategy. Margin involves the extension of credit by the
clearing Broker/Dealer for which interest will normally be charged on the credit
balance. The financial exposure in a margin account can exceed the value of the
securities in the Portfolio(s). Derivative instruments such as options can carry
special risks including loss of premium, loss of principal and loss of
opportunity to participate in the appreciation of the underlying security.
Although Advisor intends to utilize options to manage risk and does not intend
to use riskier option strategies such as writing uncovered calls, several
principal risks still exist with the use of these instruments. Advisor does not
guarantee that the use of margin or derivatives will be successful or that these
investment strategies will enhance performance. Except as may otherwise be
provided by law, Advisor shall not be liable to Client for (i) any loss Client
may suffer by reason of any investment decision made or other action taken or
omitted in good faith by Advisor with the degree of care, skill, prudence, and
diligence under the circumstances that a prudent person acting in a fiduciary
capacity would use; (ii) any loss arising from Advisor's adherence to Client's
written instructions that Advisor reasonably believes to be genuine; or (iii)
any act or failure to act by the Custodian, the Broker/Dealer to which Advisor
directs transactions for the portfolio, or by any other third party. The federal
and state securities laws impose liabilities under certain circumstances on
persons who act in good faith, and therefore, nothing in this Agreement shall
waive or limit any rights that Client may have under those laws.
XVI. Performance Reports
Advisor will provide Client with an appraisal of the Account as of the last day
of each calendar quarter on which the New York Stock Exchange is open
("Appraisal Date"). Such appraisal shall be in the form of a written summary of
assets of the Account on the Appraisal Date. Securities traded on a national
securities exchange will be valued at the last sale price on the exchange, or,
if there has been no sale that day, at the last known bid price. Securities that
are traded over-the-counter and on a stock exchange will be valued according to
the broadest and most representative market. Securities for which market
quotations are readily available will be valued at the known current bid price
believed by the Advisor most nearly to represent current market value.
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Other securities and all other assets will be valued at fair value as determined
in good faith by the Advisor.
XVII. Headings
Paragraph headings contained in this agreement are for the convenience of
reference only and shall not be used in the interpretation or enforcement of the
Agreement.
XVIII. Governing Law
This Agreement and its interpretation and enforcement shall be governed and
controlled by the laws of the State of California and any applicable Federal
Law.
XIX. Entire Agreement
This Agreement constitutes the entire agreement between the parties. There are
merged herein all prior and collateral representations, promises, and conditions
with the subject matter of this Agreement. Any representation, warranty,
promise, or condition not expressly incorporated herein shall not be binding
upon either party to the Agreement.
XX. Waiver
The waiver by either party of any breach of any provision of this agreement by
the other party shall not constitute a waiver of any other provision of this
Agreement, nor shall waiver extend to future breaches of the same or other
provisions of this Agreement.
XXI. Joint and Several Obligations
In the event more than one person executes this Agreement as Client, each person
signing for the Client agrees to be jointly and severally bound by each
obligation assumed by the Client.
XXII. Agreement to Arbitrate Controversies
It is agreed that any controversies between Advisor and Client arising out of
business conducted under the terms of this Agreement, except for those disputes
between Advisor and the Client arising under Federal Securities Laws which are
held to be nonarbitrable as a matter of law, shall be submitted to arbitration
conducted under the provisions of the commercial arbitration rules of the
American Arbitration Association. Arbitration must be commenced by service on
either party of the written demand for arbitration or a written notice of
intention to arbitrate, therein electing the arbitration tribunal. In the event
Client does not make such election within five (5) days of such demand or notice
then the Client authorizes Xxxx Xxxxx and/or Xxxxxx Xxxxxxx to make such
election on the Clients behalf. Judgment upon any award rendered by the
arbitrators shall be final and may be entered in any court having jurisdiction
thereof.
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XXIII. Assignment
Advisor shall not assign this Agreement without the prior written consent of
Client.
XXIV. Termination and Duration
This Agreement will be for an indefinite term.
Either party may terminate this Agreement at any time upon 30 days prior written
notice. Fees will be pro-rated to date of termination and any unearned portion
of pre-paid fees will be refunded to the client.
Termination of this Agreement shall not affect (i) the validity of any action
previously taken by Advisor under this agreement; (ii) liabilities or
obligations of the parties from transactions initiated before termination of
this Agreement; or (iii) Client's obligation to pay the consulting fees prorated
through the date of termination. Upon termination of this Agreement, Advisor has
no obligation to recommend or take any action with regard to the securities,
cash, or other investments in the Portfolio(s).
If the Client is a natural person, the death, disability or incompetence of
Client shall not terminate or change the terms of this Agreement. However,
Client's executor, guardian, attorney-in-fact, or other authorized
representative may terminate this agreement by giving written notice to Advisor.
XXV. Notices
Any notice or report to be given to Advisor under this Agreement shall be
delivered by overnight courier or certified mail, return receipt requested, as
follows:
Attn: K&A Asset Management, LLC
0000 Xxx Xxxxxx
Xx. Xxxxxx, XX 00000
Any notice to be given to client under this agreement shall be delivered by
overnight courier or certified mail, return receipt requested, to Client at the
address set forth below, or at such other address as Client sets forth in
writing. Any other form of delivery of notice to either party shall not
constitute good delivery.
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XXVI. Miscellaneous
If any provision of this Agreement is or should become inconsistent with any law
or rule of any governmental or regulatory body having jurisdiction over the
subject matter of this Agreement, the provision shall be deemed to be rescinded
or modified in accordance with any such law or rule. In all other respect, this
Agreement shall continue and remain in full force and effect. No term or
provision of this Agreement may be waived or changed except in writing signed by
the party against whom such waiver or change is sought to be enforced. Advisor's
failure to insist at any time upon strict compliance with this Agreement or with
any of the terms of this Agreement, or any continued course of conduct on their
part, shall not constitute or be considered a waiver by Advisor of any of their
rights or privileges. This Agreement contains the entire understanding between
Client and Advisor concerning the subject matter of this Agreement.
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Signature & Information Page
Client Xxxxxxx and Xxxxxxxx Xxxxx
-------------------------------------------------------------------
Client
Address 00 Xxxxxxxx Xxxxx Xxxx, Xxxxxxxx, XX 00000
-------------------------------------------------------------------
Telephone
Number(s)__________________________________________________________________
Fax Number______________________________
Email Address___________________________
Tax I.D. # of Client____________________
Client Signature Xxxxxxxx Xxxxx
-----------------------
Print Name Xxxxxxxx Xxxxx
Joint Client
Signature /s/ Xxxxxxx X. Xxxxx by Xxxxxxxx Xxxxx his attorney-in-fact
------------------------------------------------------------
Print Name Xxxxxxx Xxxxx
Date of Agreement 2/14/2004
----------------
Advisor Representative Xxxx X. Xxxxx Xxxxxx Xxxxxxx
-------------------------------
Print Name
Signature of Advisor /s/ Xxxx X. Xxxxx
/s/ Xxxxxx Xxxxxxx
-------------------------------
Fee Schedule:
( X ) Equity & Balanced ( ) "C" Shares ( ) Fixed Income
K & A Asset Management, LLC
0000 Xxx Xxxxxx Xx. Xxxxxx, Xx 00000
Tel: (000) 000-0000 Fax: (000) 000-0000
xxx.xxxxxxxx.xxx
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Exhibit B: Privacy Policy
In November 2000, Congress passed legislation to modernize the laws governing
the financial services industry. Included were several provisions to enhance the
customer privacy protections that have been the hallmarks of securities firms,
banks, and insurance companies.
As of July 1, 2001, all financial institutions had to clearly, conspicuously,
and annually disclose their policies for collecting and sharing nonpublic
personal information. Specifically, these policies must disclose:
o The types of information we share
o The types of third parties we share information with
o Information about our privacy policies and practices
We collect a variety of nonpublic personal information from you, including:
o Information we receive from your applications or other forms
o Information about your transactions with us or others
o Information you provide to us from telephone conversations
This information is required in order to conduct business on your behalf. The
information we gather is available to departments and employees of K&A on a
"need to know" basis. We may also share our database with various corporate
affiliates also engaged in financial services. We may also share information
with certain unaffiliated third parties with whom we must in order to conduct
business on your behalf. These third parties may include our clearing
broker/dealers, the custodians of the assets held in your account(s), mutual
fund companies, and portfolio managers. We do not provide, disclose, or sell any
nonpublic information to unaffiliated third parties for marketing purposes.
Our internal security procedures include physical, electronic, and procedural
safeguards to protect your nonpublic personal information. Our computer database
has firewalls installed to protect against threats or hazards to the security
and/or integrity of customer records, and protect against unauthorized access to
records that may harm or inconvenience our customers.
If you discontinue using our services, we will continue to adhere to our privacy
policies and practices with regard to your nonpublic personal information.
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Schedule of Fees
Managed Accounts
Annualized Fee Schedules for Equity
and Balanced Portfolios
First $250,000 1.500 %
Next 250,000 1.375 %
Next 500,000 1.250 %
Next 1,000,000 1.125 %
Next 1,000,000 1.000 %
Next 2,000,000 0.800 %
Over 5,000,000 0.500 %
Fee Schedule for "C" Share Investments
For Portfolio(s) smaller than $100,000, K&A may decide that the best strategy to
diversify is through the use of mutual funds. In this case, K&A will invest the
Portfolio(s) in Class C shares of various mutual funds. K&A will be compensated
directly from the mutual fund and will not draw an additional fee off of the
account. The client may pay no up front commissions or, in some cases, a small
up front commission may apply. The Fund Company may pay a 12b-1 servicing fee
(higher than Class A shares) to the representative. Deferred Sales Charges may
apply if the funds are withdrawn prior to the minimum holding period (typically
1 year to 18 months). Generally the expense fees are higher than Class A shares.
Class C shares may convert to Class A shares.
Annualized Fee Schedules for
Fixed Income Portfolios
First $1,000,000 0.700 %
Next $2,000,000 0.500 %
Next $2,000,000 0.350 %
Over $5,000,000 0.250 %
Set-Up Fee:
There will be a one-time set-up fee of 10 basis
points assessed upon receipt of assets in account,
not to exceed $375.00
Updated April 1, 2002
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