Overview
- Headquarters
- Henderson, NV
- Total Firm Assets
- $115 million
- Average High-Net-Worth Client Portfolio Size
- $1.4 million
- Stated Minimum Account Size
- $100,000
Fee Disclosure
RJJ PASADENA SECURITIES, INC. WRAP FEE PROGRAM BROCHURE
| Min | Max | Disclosed Annual Rate |
|---|---|---|
| $0 | $250,000 | 2.50% |
| $250,001 | $500,000 | 2.25% |
| $500,001 | $750,000 | 2.00% |
| $750,001 | $1,000,000 | 1.75% |
| $1,000,001 | and above | 1.50% |
Estimated Annual Fees (Based on ADV disclosures. Where a range is given, we use the upper rate)
| Portfolio Value | Estimated Annual Fee | Effective Fee Rate |
|---|---|---|
| $1 million | $21,250 | 2.12% |
| $5 million | $81,250 | 1.62% |
| $10 million | $156,250 | 1.56% |
| $50 million | $756,250 | 1.51% |
| $100 million | $1,506,250 | 1.51% |
Clients
- High-Net-Worth Share of Firm Assets
- 74.67%
- Number of High-Net-Worth Clients
- 61
- Total Client Accounts
- 276
- Discretionary Accounts
- 276
Services Offered
Services: Portfolio Management for Individuals, Portfolio Management for Institutional Clients, Pension Consulting
Regulatory Filings
- SEC CRD Number
- 8425
Additional Brochure: RJJ PASADENA SECURITIES, INC. ADV PART2A DISCLOSURE BROCHURE (2026-09-29)
View Document Text
FIRM BROCHURE
(Part 2A of Form ADV)
September 29th, 2026
RJJ PASADENA SECURITIES, INC.
CRD # 8425
2520 St. Rose Parkway
Suite 312
Henderson, NV 89074
Phone: (626) 792-1244
Part 2A of Form ADV (the “Brochure”) provides information about the qualifications and business
practices of RJJ Pasadena Securities, Inc. (“RJJ” or the “firm”) If you have any questions about
the contents of this Brochure, please contact us at (626) 792-1244 or by email at
nusheen@pasadenasecurities.com. The information in this Brochure has not been approved or
verified by the United States Securities and Exchange Commission (“SEC”) or by any state
securities authority.
Registration of an investment adviser does not imply a certain level of skill or training and no
inference to the contrary should be made. Clients are encouraged to review this Brochure and
Brochure Supplements for our firm’s associates who advise clients for more information on the
qualifications of our firm and our employees.
Additional information about RJJ is also available on the SEC’s website at
www.adviserinfo.sec.gov.
RJJ Pasadena Securities, Inc.
Form ADV Part 2A
ITEM 2: MATERIAL CHANGES
Since the last annual amendment filed on 09/04/2025, the following changes have been made:
Our firm has applied for registration with Securities and Exchange Commission.
Our firm has amended Item 8 of this brochure to clarify the types of securities they are
recommended in client accounts. Please see Item 8 for more information.
ITEM 3:TABLE OF CONTENTS
Item Number
Page
ITEM 1: COVER PAGE .......................................................................................... 1
ITEM 2: MATERIAL CHANGES ......................................................................... 2
ITEM 3: TABLE OF CONTENTS ......................................................................... 2
ITEM 4: ADVISORY BUSINESS .......................................................................... 3
ITEM 5: FEES AND COMPENSATION .............................................................. 6
ITEM 6: PERFORMANCE-BASED FEES AND SIDE-BY-SIDE
MANAGEMENT ...................................................................................................... 6
ITEM 7: TYPES OF CLIENTS .............................................................................. 6
ITEM 8: METHODS OF ANALYSIS, INVESTMENT STRATEGIES & RISK
OF LOSS ................................................................................................................... 8
ITEM 9: DISCIPLINARY INFORMATION ........................................................ 12
ITEM 10: OTHER FINANCIAL INDUSTRY ACTIVITIES AND
AFFILIATIONS ....................................................................................................... 13
ITEM 11: CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT
TRANSACTIONS AND PERSONAL TRADING ................................................ 13
ITEM 12: BROKERAGE PRACTICES ................................................................ 14
ITEM 13: REVIEW OF ACCOUNTS ................................................................... 19
ITEM 14: CLIENT REFERRALS AND OTHER COMPENSATION .............. 19
ITEM 15: CUSTODY .............................................................................................. 19
ITEM 16: INVESTMENT DISCRETION ............................................................. 21
ITEM 17: VOTING CLIENT SECURITIES ........................................................ 21
ITEM 18: FINANCIAL INFORMATION............................................................. 21
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Item 4: Advisory Business
Description of Firm
A. Description of Firm
Founded in 1980, RJJ Pasadena Securities, Inc. (“RJJ”, “we”, “our”, “us” or “firm”) is a
registered investment adviser and has been operating as an investment adviser since 2005. The
firm is principally owned by its President, Nusheen Javadizadeh.
B. Types of Advisory Services Offered
Investment Management Services
RJJ provides clients with customized discretionary investment management services on a
continuous basis, according to the objectives and strategies approved by the client. RJJ’s
comprehensive services are designed to assist clients in meeting their financial goals. All
accounts are separately managed in accordance with the stated objectives of each client, and all
accounts are maintained with an independent third-party custodian for complete security and
transparency. RJJ generally offers advice on equities, fixed income securities, mutual funds and
options contracts on securities.
Additionally, we can advise you on any type of investment that we deem appropriate based on
your stated goals and objectives. We can also provide advice on any type of investment held in
your portfolio at the inception of our advisory relationship. You can request that we refrain from
investing in particular securities or certain types of securities. You must provide these
restrictions to our firm in writing.
Participant Account Management (Discretionary)
We provide an additional service for accounts held away using a third-party platform, Pontera,
to facilitate management of held away assets such as 401(k) accounts, defined contribution plan
participant accounts, with discretion. The platform allows us to avoid being considered to have
custody of client funds since we do not have direct access to Client log-in credentials to affect
trades. Clients do not pay any additional fee to Pontera or to RJJ in connection with platform
participation. We are not affiliated with the platform in any way and receive no compensation
from them for using their platform. Once Client accounts(s) is/are connected to the platform,
Adviser will review the current account allocations. When deemed necessary, Adviser will
rebalance the account considering client investment goals and risk tolerance, and any change in
allocations will consider current economic and market trends. The advisory fee is charged with
the same terms as our wrap fee program. Since directly managed held away accounts cannot be
debited fees from the account, the fees will be assigned to a client’s taxable accounts on a pro-
rate basis. If the client doesn’t have a taxable account, those fees will be billed directly to the
client.
ERISA Accounts
RJJ advisers assist clients that are trustees or other fiduciaries to retirement plans by providing
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advisory services. Depending upon the scope of services offered by the adviser, such retirement
plans may be subject to ERISA. As such, RJJ and the adviser will be deemed a “fiduciary” as
such term within the meaning of Title 1 of the Employee Retirement Income Security Act
(“ERISA”) and/or the Internal Revenue Code of 1986, as applicable, which are laws governing
retirement accounts. Thus, RJJ is subject to specific duties and obligations under ERISA and the
IRS Code that include, among other things, restrictions concerning certain forms of
compensation. To avoid engaging in certain prohibited transactions, RJJ can only charge fees
for investment advice about products for which RJJ and its related persons do not receive
commissions or 12b-1 fees. ERISA Rule 408(b)(2) requires full disclosure of the firm’s services
and compensation and should be read in conjunction with this Form ADV Part 2A and your
investment management agreement with us.
C. Participation in Wrap Programs
RJJ is a sponsor of a wrap fee program, which is a type of investment program that provides
clients with access to investment management services for a single fee that includes
administrative fees, management fees, custodial fees and commissions. If you participate in our
wrap fee program, you will pay our firm a single fee, which includes our money management
fees, certain transaction costs, and custodial and administrative costs. The overall cost you will
incur if you participate in our wrap fee program can or will be higher or lower than you might
incur by separately purchasing the types of securities available in the program. To compare the
cost of the wrap fee program with non-wrap fee portfolio management services, you should
consider the frequency of trading activity associated with our investment strategies and the
brokerage commissions charged by other broker-dealers, and the advisory fees charged by
investment advisers.
Please refer to RJJ’s Form ADV 2A Appendix Wrap Fee Brochure for more details regarding our
wrap fee program.
D. Amount of Client Assets Managed
As of 06/30/2026, we manage $115,223,002 of client assets, all on a discretionary basis.
ITEM 5: FEES AND COMPENSATION
Investment Management Services
Individual Managed Account Management Fee
The Firm provides investment management services to clients for a fee based upon a percentage
of assets under management (including cash and cash equivalents) using an average daily
balance method, calculated, and assessed quarterly, in advance. In special circumstances, and in
our sole discretion, we may negotiate a lesser management fee based upon certain criteria (i.e.,
anticipated future earning capacity, dollar amount of assets to be managed, related accounts,
account composition, pre-existing client relationship, account retention, etc.). The average daily
balance for each account is determined by calculating the total dollar value for every calendar
day during the previous quarter. The fee for the upcoming period is then calculated by
multiplying the average daily balance of the account by the following annual percentages:
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Account Size
Up to $250,000
$250,001 to $500,000
$500,001 to $750,000
$750,001 to $1,000,000
$1,000,001 – and over
Annual Fees
2.50%
2.25%
2.00%
1.75%
1.50%
Should a client open their account mid-quarter, their fee will be prorated based on the number of
days the account is open during that quarter. In the event the Firm’s services are terminated mid-
quarter, any pre-paid, unearned fees will be promptly refunded to the client. The number of days
the account was managed during the quarter until termination is used to determine the percentage
of the management.
Wrap Account Management Fee
The Firm’s Wrap Account Management Fees are billed and payable quarterly in advance based
on the value of your account on the last day of the previous quarter (Note: all transaction, trade
fees and custodial costs will be paid by the Firm.) The fee for the upcoming period is then
calculated by multiplying the value of your account on the last day of the previous quarter by the
following annual percentages:
Annual Fee
Assets Under
Management (without
Options)
Up to $250,000
$250,001 to $500,000
$500,001 to $750,000
$750,001 to $1,000,000
$1,000,001 – and over
2.50%
2.25%
2.00%
1.75%
1.50%
Annual Fee
Assets Under
Management (with
Options)
Up to $500,000
$500,001 to $750,000
$750,001 to $1,000,000
$1,000,001 to $2,000,000
$2,000,001 – and over
3.00%
2.75%
2.50%
2.25%
2.00%
Please refer to RJJ’s Form ADV 2A Appendix Wrap Fee Brochure for more details regarding our wrap fee
program.
Although we believe our Investment Management Fees are competitive, the client is hereby advised that
lower fees for comparable services may be available from other sources. As a client, you should be aware
that the fee charged by our firm may be higher (or lower) than those charged by others in the industry, and
that it may be possible to obtain the same or similar services from other firms at lower (or higher) rates.
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Clients should be aware that fees in excess of 2% per year for an advisory program are considered to be
high, and that other advisory firms may be able to provide similar services at lower costs.
Our annual portfolio management fee is billed and payable quarterly in advance based on the aggregate
value (market value or fair market value in the absence of market value) of the client’s account on the last
day of the previous quarter. Each client will receive no less than a quarterly statement from Schwab that
includes an accounting of all holdings and transactions in the account for the reporting period.
ITEM 6: PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT
Performance-based fees are designed to give a portion of the returns of an investment to the
investment adviser as a reward for positive performance. The fee is generally a percentage of the
profits made on the investments.
We do not charge performance-based fees on any of our client accounts.
ITEM 7: TYPES OF CLIENTS
We offer investment advisory services to individuals, pension and profit-sharing plans, charitable
organizations, corporations, and other business entities. In general, we require a minimum of
$100,000 to open and maintain an advisory account. At our discretion, we can or will waive this
minimum account size. For example, we can waive the minimum if you appear to have
significant potential for increasing your assets under our management. We can also combine
account values for you and your minor children, joint accounts with your spouse, and other types
of related accounts to meet the stated minimum.
ITEM 8: METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS
Methods of Analysis
RJJ’s investment strategies begin with an understanding of a client's financial needs, goals, and
objectives. Financial advisers use demographic and financial information provided by the client
to assess the client's risk profile and investment objectives in determining an appropriate strategy
for the client's assets. Investment strategies generally include long- or short-term purchases of
stock portfolios, mutual funds and fixed income securities and may include margin transactions
and options strategies.
We can use one or more of the following methods of analysis or investment strategies when
providing investment advice to you:
Technical Analysis - involves studying past price patterns, trends, and interrelationships in the
financial markets to assess risk-adjusted performance and predict the direction of both the overall
market and specific securities. Risk: The risk of market timing based on technical analysis is that
our analysis can or perhaps will not accurately detect anomalies or predict future price
movements. Current prices of securities can reflect all information known about the security and
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day-to-day changes in market prices of securities can follow random patterns and perhaps not be
predictable with any reliable degree of accuracy.
Fundamental Analysis - involves analyzing individual companies and their industry groups, such
as a company's financial statements, details regarding the company's product line, the experience
and expertise of the company's management, and the outlook for the company and its industry.
The resulting data is used to measure the true value of the company's stock compared to the
current market value. Risk: The risk of fundamental analysis is that information obtained can be
incorrect and the analysis perhaps will not provide an accurate estimate of earnings, which can
be the basis for a stock's value. If securities prices adjust rapidly to new information, utilizing
fundamental analysis perhaps will not result in favorable performance.
Long-Term Purchases - securities purchased with the expectation that the value of those
securities will grow over a relatively long period of time, generally greater than one year. Risk:
Using a long-term purchase strategy generally assumes the financial markets will go up in the
long-term which can or will not be the case. There is also the risk that the segment of the market
that you are invested in or perhaps just your particular investment will go down over time even if
the overall financial markets advance. Purchasing investments long-term can create an
opportunity cost - "locking-up" assets that can be better utilized in the short-term in other
investments.
Short-Term Purchases - securities purchased with the expectation that they will be sold within a
relatively short period of time, generally less than one year, to take advantage of the securities'
short-term price fluctuations. Risk: Using a short-term purchase strategy generally assumes that
we can predict how financial markets will perform in the short-term which can be very difficult
and will incur a disproportionately higher amount of transaction costs compared to long-term
trading. There are many factors that can affect financial market performance in the short-term
(such as short-term interest rate changes, cyclical earnings announcements, etc.) but can have a
smaller impact over longer periods of times.
Equity Investing: investment strategies that focus on investing in equities are managed
primarily to achieve capital appreciation. Equity investors must be willing to tolerate short-
term volatility and a greater possibility of the loss of capital than strategies seeking current
income. An equity investor’s investment horizon should generally be long-term, but not less
than three years. Risk: The value of equity securities may fluctuate in response to the specific
situations of each company, the industry conditions and the general economic environment.
Common stocks are susceptible to general stock market fluctuations and to volatile increases
and decreases in value as market confidence and perceptions of their issuers change
Short Sales - securities transaction in which an investor sells securities that were borrowed in
anticipation of a price decline. The investor is then required to return an equal number of shares
at some point in the future. Risk: A short seller will profit if the stock goes down in price, but if
the price of the shares increase, the potential losses are unlimited.
Margin Transactions - a securities transaction in which an investor borrows money to purchase a
security, in which case the security serves as collateral on the loan. Risk: If the value of the
shares drops sufficiently, the investor will be required to either deposit more cash into the
account or sell a portion of the stock in order to maintain the margin requirements of the account.
This is known as a "margin call." An investor's overall risk includes the amount of money
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invested plus the amount that was loaned to them.
Option Writing - a securities transaction that involves selling an option. An option is the right,
but not the obligation, to buy or sell a particular security at a specified price before the expiration
date of the option. When an investor sells an option, he or she must deliver to the buyer a
specified number of shares if the buyer exercises the option. The seller pays the buyer a premium
(the market price of the option at a particular time) in exchange for writing the option. Risk:
Options are complex investments and can be very risky, especially if the investor does not own
the underlying stock. In certain situations, an investor's risk can be unlimited.
Our investment strategies and advice can vary depending upon each client's specific financial
situation. As such, we determine investments and allocations based upon your predefined
objectives, risk tolerance, time horizon, financial horizon, financial information, liquidity needs,
and other various suitability factors. Your restrictions and guidelines can affect the composition
of your portfolio.
Tax Considerations
Our strategies and investments can have unique and significant tax implications. However,
unless we specifically agree otherwise, and in writing, tax efficiency is not our primary
consideration in the management of your assets. Regardless of your account size or any other
factors, we strongly recommend that you consult with a tax professional prior to and throughout
the investing of your assets. Moreover, as a result of revised IRS regulations, custodians and
broker-dealers will begin reporting the cost basis of equities acquired in client accounts on or
after January 1, 2011. Your custodian will default to the FIFO (First-In First-Out) accounting
method for calculating the cost basis of your investments. You are responsible for contacting
your tax adviser to determine if this accounting method is the right choice for you. If your tax
adviser believes another accounting method is more advantageous, please provide written notice
to our firm immediately and we will alert your account custodian of your individually selected
accounting method. Please note that decisions about cost basis accounting methods will need to
be made before trades settle, as the cost basis method cannot be changed after settlement.
B. Investment Strategies
RJJ provides investment management services on a discretionary basis for client accounts
utilizing a disciplined, conservative approach aimed at reducing risk and increasing performance.
RJJ typically invests for the long-term and can recommend holding a particular investment for an
indefinite period of time. RJJ will attempt to identify investments (and maintain strategies) that
reduce tax burdens to investors by recommending investments that offer favorable tax treatment
with regard to income or capital gains. Accordingly, the Firm will generally strive to hold
securities and other investments for such periods as can or will be appropriate in order to
minimize the potential tax consequences to clients.
C. Preferred Securities
RJJ prefers to invest our advisory client’s in the following securities in managing client
accounts, provided that such securities are appropriate to the needs of the client and consistent
with the client's investment objectives, risk tolerance, and time horizons, among other
considerations:
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Cash & Cash Equivalents - Cash and cash equivalents generally refer to either United States
dollars or highly liquid short-term debt instruments such as, but not limited to, treasury bills,
bank CD’s and commercial papers. Generally, these assets are considered nonproductive and
will be exposed to inflation risk and considerable opportunity cost risk. Investments in cash and
cash equivalents will generally return less than the advisory fee charged by our firm. Our firm
may recommend cash and cash equivalents as part of our clients’ asset allocation when deemed
appropriate and in their best interest. Our firm considers cash and cash equivalents to be an asset
class. Therefore, our firm assess an advisory fee on cash and cash equivalents unless indicated
otherwise in writing.
Exchange Traded Funds (“ETFs”) - An ETF is a type of Investment Company (usually, an open-
end fund or unit investment trust) whose primary objective is to achieve the same return as a
particular market index. The vast majority of ETFs are designed to track an index, so their
performance is close to that of an index mutual fund, but they are not exact duplicates. A
tracking error, or the difference between the returns of a fund and the returns of the index, can
arise due to differences in composition, management fees, expenses, and handling of dividends.
ETFs benefit from continuous pricing; they can be bought and sold on a stock exchange
throughout the trading day. Because ETFs trade like stocks, you can place orders just like with
individual stocks - such as limit orders, good-until-canceled orders, stop loss orders etc. They
can also be sold short. Traditional mutual funds are bought and redeemed based on their net
asset values (“NAV”) at the end of the day. ETFs are bought and sold at the market prices on the
exchanges, which resemble the underlying NAV but are independent of it. However,
arbitrageurs will ensure that ETF prices are kept very close to the NAV of the underlying
securities. Although an investor can buy as few as one share of an ETF, most buy in board lots.
Anything bought in less than a board lot will increase the cost to the investor. Anyone can buy
any ETF no matter where in the world it trades. This provides a benefit over mutual funds,
which generally can only be bought in the country in which they are registered.
One of the main features of ETFs are their low annual fees, especially when compared to
traditional mutual funds. The passive nature of index investing, reduced marketing, and
distribution and accounting expenses all contribute to the lower fees. However, individual
investors must pay a brokerage commission to purchase and sell ETF shares; for those investors
who trade frequently, this can significantly increase the cost of investing in ETFs. That said,
with the advent of low-cost brokerage fees, small or frequent purchases of ETFs are becoming
more cost efficient.
Equity Securities - Equity securities represent an ownership position in a company. Equity
securities typically consist of common stocks. The prices of equity securities fluctuate based on,
among other things, events specific to their issuers and market, economic and other conditions.
For example, prices of these securities can be affected by financial contracts held by the issuer
or third parties (such as derivatives) relating to the security or other assets or indices. There may
be little trading in the secondary market for particular equity securities, which may adversely
affect our firm 's ability to value accurately or dispose of such equity securities. Adverse
publicity and investor perceptions, whether or not based on fundamental analysis, may decrease
the value and/or liquidity of equity securities. Investing in smaller companies may pose
additional risks as it is often more difficult to value or dispose of small company stocks, more
difficult to obtain information about smaller companies, and the prices of their stocks may be
more volatile than stocks of larger, more established companies. Clients should have a long-
term perspective and, for example, be able to tolerate potentially sharp declines in value.
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Individual Stocks - A common stock is a security that represents ownership in a corporation.
Holders of common stock exercise control by electing a board of directors and voting on
corporate policy. Investing in individual common stocks provides us with more control of what
you are invested in and when that investment is made. Having the ability to decide when to buy
or sell helps us time the taking of gains or losses. Common stocks, however, bear a greater
amount of risk when compared to certificate of deposits, preferred stock and bonds. It is
typically more difficult to achieve diversification when investing in individual common stocks.
Additionally, common stockholders are on the bottom of the priority ladder for ownership
structure; if a company goes bankrupt, the common stockholders do not receive their money
until the creditors and preferred shareholders have received their respective share of the leftover
assets.
Options - An option is a financial derivative that represents a contract sold by one party (the
option writer) to another party (the option holder, or option buyer). The contract offers the buyer
the right, but not the obligation, to buy or sell a security or other financial asset at an agreed-
upon price (the strike price) during a certain period of time or on a specific date (exercise date).
Options are extremely versatile securities. Traders use options to speculate, which is a relatively
risky practice, while hedgers use options to reduce the risk of holding an asset. In terms of
speculation, option buyers and writers have conflicting views regarding the outlook on the
performance of a:
• Call Option: Call options give the option to buy at certain price, so the buyer would want the
stock to go up. Conversely, the option writer needs to provide the underlying shares in the event
that the stock's market price exceeds the strike due to the contractual obligation. An option
writer who sells a call option believes that the underlying stock's price will drop relative to the
option's strike price during the life of the option, as that is how he will reap maximum profit.
This is exactly the opposite outlook of the option buyer. The buyer believes that the underlying
stock will rise; if this happens, the buyer will be able to acquire the stock for a lower price and
then sell it for a profit. However, if the underlying stock does not close above the strike price on
the expiration date, the option buyer would lose the premium paid for the call option.
• Put Option: Put options give the option to sell at a certain price, so the buyer would want the
stock to go down. The opposite is true for put option writers. For example, a put option buyer is
bearish on the underlying stock and believes its market price will fall below the specified strike
price on or before a specified date. On the other hand, an option writer who sells a put option
believes the underlying stock's price will increase about a specified price on or before the
expiration date. If the underlying stock's price closes above the specified strike price on the
expiration date, the put option writer's maximum profit is achieved. Conversely, a put option
holder would only benefit from a fall in the underlying stock's price below the strike price. If the
underlying stock's price falls below the strike price, the put option writer is obligated to
purchase shares of the underlying stock at the strike price.
The potential risks associated with these transactions are that (1) all options expire. The closer
the option gets to expiration, the quicker the premium in the option deteriorates; and (2) Prices
can move very quickly. Depending on factors such as time until expiration and the relationship
of the stock price to the option’s strike price, small movements in a stock can translate into big
movements in the underlying options.
D. Risk of Loss
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Investing in securities involves a significant risk of loss which clients should be prepared to bear.
RJJ’s investment recommendations are subject to various market, currency, economic, political
and business risks, and such investment decisions can or will not always be profitable. Clients
should be aware that there can be a loss or depreciation to the value of the client’s account. There
can be no assurance that the client’s investment objectives will be obtained and no inference to the
contrary should be made. The primary risks involved in the securities recommended by RJJ can
include, among others:
• Stock market risk, which is the chance that stock prices overall will decline. The market
value of equity securities will generally fluctuate with market conditions. Stock markets
tend to move in cycles, with periods of rising prices and periods of falling prices. Prices
of equity securities tend to fluctuate over the short term as a result of factors affecting the
individual companies, industries or the securities market as a whole. Equity securities
generally have greater price volatility than fixed income securities.
• Sector risk, which is the chance that significant problems will affect a particular sector, or
that returns from that sector will trail returns from the overall stock market. Daily
fluctuations in specific market sectors are often more extreme than fluctuations in the
overall market.
•
Issuer risk, which is the risk that the value of a security can or will decline for reasons
directly related to the issuer, such as management performance, financial leverage, and
reduced demand for the issuer's goods or services.
• Non-diversification risk, which is the risk of focusing investments in a small number of
issuers, industries or foreign currencies, including being more susceptible to risks
associated with a single economic, political or regulatory occurrence than a more
diversified portfolio might be.
• Value investing risk, which is the risk that value stocks can or will not increase in price,
cannot issue the anticipated stock dividends, or can decline in price, either because the
market fails to recognize the stock’s intrinsic value, or because the expected value was
misgauged. If the market does not recognize that the securities are undervalued, the
prices of those securities might not appreciate as anticipated. They also can decline in
price even though in theory they are already undervalued. Value stocks are typically less
volatile than growth stocks but can lag behind growth stocks in an up market.
• Smaller company risk, which is the risk that the value of securities issued by a smaller
company can or will go up or down, sometimes rapidly and unpredictably as compared to
more widely held securities. Investments in smaller companies are subject to greater levels of
credit, market and issuer risk.
• Foreign (non-U.S.) investment risk, which is the risk that investing in foreign securities
can result in the portfolio experiencing more rapid and extreme changes in value than a
portfolio that invests exclusively in securities of U.S. companies. Investments in
emerging markets are generally more volatile than investments in developed foreign
markets.
•
Interest rate risk, which is the chance that bond prices overall will decline because of
rising interest rates. Similarly, the income from bonds or other debt instruments can
decline because of falling interest rates.
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• Credit risk, which is the chance that a bond issuer will fail to pay interest and principal in
a timely manner, or that negative perceptions of the issuer’s ability to make such
payments will cause the price of that bond to decline.
• Exchange Traded Fund (ETF) risk, which is the risk of an investment in an ETF,
including the possible loss of principal. ETFs typically trade on a securities exchange and
the prices of their shares fluctuate throughout the day based on supply and demand, which perhaps
will not correlate to their net asset values. Although ETF shares will be listed on an exchange, there
can be no guarantee that an active trading market will develop or continue. Owning an ETF generally
reflects the risks of owning the underlying securities it is designed to track. ETFs are also subject to
secondary market trading risks. In addition, an ETF can or will not replicate exactly the performance
of the index it seeks to track for a number of reasons, including transaction costs incurred by the ETF,
the temporary unavailability of certain securities in the secondary market, or discrepancies between
the ETF and the index with respect to weighting of securities or number of securities held.
• Management risk, which is the risk that the investment techniques and risk analyses
applied by RJJ cannot produce the desired results and that legislative, regulatory, or tax
developments, can affect the investment techniques available to the Firm. There is no
guarantee that a client’s investment objectives will be achieved.
• Options risk, Options are complex securities that involve risks and are not suitable for
everyone. Option trading can be speculative in nature and carry substantial risk of loss. It
is generally recommended that you only invest in options with risk capital. An option is a
contract that gives the buyer the right, but not the obligation, to buy or sell an underlying
asset at a specific price on or before a certain date (the "expiration date"). The two types
of options are calls and puts:
A call gives the holder the right to buy an asset at a certain price within a specific period
of time. Calls are similar to having a long position on a stock. Buyers of calls hope that
the stock will increase substantially before the option expires.
A put gives the holder the right to sell an asset at a certain price within a specific period
of time. Puts are very similar to having a short position on a stock. Buyers of puts hope
that the price of the stock will fall before the option expires.
Selling options is more complicated and can be even riskier.
The option trading risks pertaining to options buyers are:
• Risk of losing your entire investment in a relatively short period of time.
• The risk of losing your entire investment increases if, as expiration nears, the
stock is below the strike price of the call (for a call option) or if the stock is
higher than the strike price of the put (for a put option).
• Specific exercise provisions of a specific option contract can create risks.
• Regulatory agencies can impose exercise restrictions, which stops you from
realizing value.
The option trading risks pertaining to options sellers are:
• Options sold can be exercised at any time before expiration.
• Covered Call traders forgo the right to profit when the underlying stock rises
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above the strike price of the call options sold and continues to risk a loss due to
a decline in the underlying stock.
• Writers of Naked Calls risk unlimited losses if the underlying stock rises.
• Writers of Naked Puts risk unlimited losses if the underlying stock drops. While
writers of naked puts keep the premium received from the buyer no matter what,
writers of naked puts are liable for buying the underlying stock at the strike
price if the stock drops below the strike. Therefore, the maximum potential loss
for writers of naked puts would be incurred if the underlying stock went to zero;
in such a case, the writer of a naked put would lose as much as it costs to buy
the underlying stock as defined by the option contract (less the premium they
initially took in). Since the writer of a naked put is in position to own the stock,
their risk is equivalent to buying the stock outright. The risk of a naked put
writer is less than that of a naked call writer.
• Writers of naked positions run margin risks if the position goes into significant
losses. Such risks can include liquidation by the broker.
• Writers of call options could lose more money than a short seller of that stock
could on the same rise on that underlying stock. This is an example of how the
leverage in options can work against the option trader.
• Writers of Naked Calls are obligated to deliver shares of the underlying stock if
those call options are exercised.
• Call options can be exercised outside of market hours such that effective remedy
actions cannot be performed by the writer of those options.
• Writers of stock options are obligated under the options that they sold even if a
trading market is not available or that they are unable to perform a closing
transaction.
• The value of the underlying stock can surge or dip unexpectedly, leading to
automatic exercises.
Other option trading risks are:
• The complexity of some option strategies is a significant risk on its own.
• Option trading exchanges or markets and option contracts themselves are open
to changes at all times.
• Options markets have the right to halt the trading of any options, thus preventing
investors from realizing value.
• Risk of erroneous reporting of exercise value.
• If an options brokerage firm goes insolvent, investors trading through that firm
can be affected.
• Internationally traded options have special risks due to timing across borders.
Risks that are not specific to options trading include market risk, sector risk and individual stock
risk. Option trading risks are closely related to stock risks, as stock options are a derivative of
stocks.
Warrants: A warrant is a derivative (security that derives its price from one or more underlying
assets) that confers the right, but not the obligation, to buy or sell a security – normally an equity
– at a certain price before expiration. The price at which the underlying security can be bought or
sold is referred to as the exercise price or strike price. Warrants that confer the right to buy a
security are known as call warrants; those that confer the right to sell are known as put warrants.
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Warrants are in many ways similar to options. The main difference between warrants and options
is that warrants are issued and guaranteed by the issuing company, whereas options are traded on
an exchange and are not issued by the company. Also, the lifetime of a warrant is often measured
in years, while the lifetime of a typical option is measured in months. Warrants do not pay
dividends or come with voting rights.
ITEM 9:DISCIPLINARY INFORMATION
Registered investment advisers such as RJJ are required to disclose all material facts regarding
any legal or disciplinary events that would be material to a client’s or prospective client’s
evaluation of RJJ or the integrity of its management. Each financial adviser has a separate Form
ADV Part 2B. Please refer to your investment adviser's Form ADV Part 2B for an adviser’s
personal disciplinary information.
The firm was registered as broker-dealer from April 1980 to August 2021. Items A-D refer to
events regarding the Firm’s registration as a Broker-Dealer. Item E relates to RJJ’s advisory
business.
A. On September 29, 2006 a Broker-Dealer client of RJJ filed for arbitration alleging
negligence, unsuitability, misrepresentation and Fraud, improper utilization of Margin,
failure to supervise its registered representatives, breach of fiduciary duties, churning,
violation of Federal and State Securities Laws, Violation of NASD rules of Fair Practice,
Breach of Contract and Breach of Implied Covenant of Good Faith and Fair Dealing, and
loss of investment opportunity between the years 2000 and 2006. On December 19, 2007
arbitrators awarded the client $175,000 for claims of unsuitability and negligence. All other
claims against RJJ were dismissed. RJJ complied with the finding of arbitrators however,
RJJ defended itself against these charges vigorously and denies the validity of these charges.
During the period in question, the client invested $500,000K and withdrew $986K
representing an 8.72% average annual return over the life of the account. During the year
2000 market crash, the DOW dropped 38%, the NASDAQ dropped 78% and the S&P 500
dropped 42%. The findings of the arbitrators were final, and there was no avenue of appeal.
Note that this event involved a brokerage account and not any investment advisory accounts.
B. On August 18, 2008 RJJ settled with the state of Virginia for violating section 13.1-504A(1)
of the Virginia securities act by executing securities transactions for a VA resident without
being registered. RJJ was required to pay a $3,000 fine and $375 for the cost of investigation.
C. On October 15, 2008, RJJ entered into an agreement with the State of Washington without
admitting nor denying allegations, and waiving its right to a hearing, agreed to pay a $3000
fine. The Firm was cited for effecting the purchase and sale of securities in a customer's
account after the customer moved to Washington State, without the Firm being properly
registered in the State.
D. On October 7, 2020, under its registration as a Broker-Dealer, the Firm accepted, without
admitting or denying the findings agreed to a Letter of Acceptance, Waiver, and Consent,
agreed to pay a fine of $5000, and update its written supervisory procedures within 90 days.
This agreement was in response to FINRA’s findings that the Firm conducted Options
trading without a required second person assigned as a Registered Options Principal.
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E. On April 18, 2025, the firm signed a Consent Order with the Nevada Securities Division that the
firm did not obtain annual certification of client funds and securities and did not properly disclose fees
charged to clients. The firm settled the matter for $21,000.
ITEM 10: OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS
RJJ Pasadena Securities Inc. and our associated persons do not have any outside financial industry
activities or financial industry affiliations.
ITEM 11: CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT
TRANSACTIONS AND PERSONAL TRADING
We have adopted a Code of Ethics (“Code”) to address the securities-related conduct of our
advisory representatives and employees. The Code includes our policies and procedures
developed to protect your interests in relation to the following:
•
•
•
•
•
the duty at all times to place your interests ahead of ours;
that all personal securities transactions of our advisory representatives and employees be
conducted in a manner consistent with the Code and avoid any actual or potential conflict
of interest, or any abuse of an advisory representative’s or employee’s position of trust
and responsibility;
that advisory representatives can or will not take inappropriate advantage of their
positions;
that information concerning the identity of your security holdings and financial
circumstances are confidential; and
that independence in the investment decision-making process is paramount.
We will provide a copy of the Code to you or any prospective client upon request.
We do not buy or sell securities for our firm that we also recommend to clients. Our advisory
representatives and employees are permitted to buy or sell the same securities for their personal
and family accounts that can or will be part of recommendation provided to you. The personal
securities transactions by advisory representatives and employees can raise potential conflicts of
interest when they trade in a security that is:
• owned by you or
• considered for purchase or sale for you.
We have adopted policies and procedures that are intended to address these conflicts of interest.
These policies and procedures:
require our advisory representatives and employees to act in your best interest,
•
• prohibit favoring one client over another, and
Advisory representatives and employees must follow our procedures when purchasing or selling
the same securities recommended to you.
RJJ performs an annual review of its Code of Ethics, supervisory procedures and internal
systems to ensure that procedures, compliance controls and reporting systems are properly
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aligned and operating in a regulatory compliant manner.
ITEM 12: BROKERAGE PRACTICES
Selection Criteria
The Custodian and Brokers We Use
RJJ does not maintain custody of your assets that we manage although we can be deemed to
have custody of your assets if you give us authority to withdraw assets from your account (see
Item 15: Custody).
Your assets must be maintained in an account at a “qualified custodian,” generally a broker-
dealer or bank. We typically recommend that our clients use Charles Schwab & Co., Inc.
(“Schwab”), a FINRA-registered broker-dealer, member SIPC, as the qualified custodian. We
are independently owned and operated and not affiliated with Schwab. Schwab will hold your
assets in a brokerage account and buy and sell securities when we instruct them to. While we
recommend that you use Schwab as custodian/broker, you will decide whether to do so and
open your account with Schwab or another custodian by entering into an account agreement
directly with them.
How We Select Brokers/Custodians
We seek to select a custodian/broker who will hold your assets and execute transactions on terms
that are overall most advantageous when compared with other available providers and their
services. We consider a wide range of factors, including these:
• Combination of transaction execution services along with asset custody services
(generally without a separate fee for custody)
• Combination of transaction execution services along
with asset custody services (generally without a separate fee for custody)
• Capability to execute, clear, and settle trades (buy and sell securities for your account)
• Capabilities to facilitate transfers and payments to and from accounts (wire transfers,
check requests, bill payment, etc.)
• Breadth of investment products made available (stocks, bonds, mutual funds, exchange-
traded funds (ETFs), etc.)
• Availability of investment research and tools that assist us in making investment
decisions
• Quality of services
• Competitiveness of the price of those services (commission rates, margin interest rates,
other fees, etc.) and willingness to negotiate them
• Reputation, financial strength, and stability of provider
• Their prior service to us and our other clients
• Availability of other products and services that benefit us, as discussed below (see
“Products and Services Available to Us from Schwab”)
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Your Custody and Brokerage Costs
For our clients’ accounts it maintains, Schwab generally does not charge you separately for
custody services but is compensated by charging you commissions or other fees on trades that it
executes or that settle into your Schwab account. For some accounts, Schwab can charge you a
percentage of the dollar amount of assets in the account in lieu of commissions. Schwab’s
commission rates and asset-based fees applicable to our client accounts were negotiated based on
our commitment to maintain a certain amount of our clients’ assets statement equity in accounts
at Schwab. This commitment benefits you because the overall commission rates and asset-based
fees you pay are lower than they would be if we had not made the commitment. In addition to
commissions or asset-based fees Schwab charges you a flat dollar amount as a “prime broker” or
“trade away” fee for each trade that we have executed by a different broker-dealer but where the
securities bought or the funds from the securities sold are deposited (settled) into your Schwab
account. These fees are in addition to the commissions or other compensation you pay the
executing broker-dealer. Because of this, in order to minimize your trading costs, we have
Schwab execute most trades for your account.
Products and Services Available to Us
Schwab Advisor Services™ (formerly Schwab Institutional) is Schwab’s business serving
independent investment advisory firms like us. They provide our clients and us with access to its
institutional brokerage— trading, custody, reporting, and related services—many of which are
not typically available to Schwab retail customers. Schwab also makes available various support
services. Some of those services help us manage or administer our clients’ accounts, while others
help us manage and grow our business. Here is a more detailed description of Schwab’s support
services:
Services That Benefit You.
Schwab’s institutional brokerage services include access to a broad range of investment
products, execution of securities transactions, and custody of client assets. The investment
products available through Schwab include some to which we might not otherwise have access
or that would require a significantly higher minimum initial investment by our clients. Schwab’s
services described in this paragraph generally benefit you and your account.
Services That Can, or Will Not Directly Benefit You.
Schwab also makes available to us other products and services that benefit us but can, or will not
directly benefit you or your account. These products and services assist us in managing and
administering our clients’ accounts. They include investment research, both Schwab’s own and
that of third parties. We can use this research to service all or some substantial number of our
clients’ accounts, including accounts not maintained at Schwab. In addition to investment
research, Schwab also makes available software and other technology that: provide access to
client account data (such as duplicate trade confirmations and account statements); facilitate
trade execution and allocate aggregated trade orders for multiple client accounts; provide pricing
and other market data; facilitate payment of our fees from our clients’ accounts; and assist with
back-office functions, recordkeeping, and client reporting.
Services That Generally Benefit Only Us.
Schwab also offers other services intended to help us manage and further develop our business
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enterprise. These services include:
technology, compliance, legal, and business consulting;
• educational conferences and events;
•
• publications and conferences on practice management and business succession; and
• access to employee benefits providers, human capital consultants, and insurance
providers.
Schwab can provide some of these services itself. In other cases, it will arrange for third-party
vendors to provide the services to us. Schwab can also discount or waive its fees for some of
these services or pay all or a part of a third party’s fees. Schwab can also provide us with other
benefits such as occasional business entertainment of our personnel.
RJJ does not have any contractual arrangements in place and does not currently use
brokerage commissions to obtain products or services which do not qualify for the safe
harbor rules in Section 28(e) of the Act as above.
Research services furnished by brokers and dealers with whom RJJ and its affiliates effect
transactions can be beneficial to certain of the accounts advised by RJJ. It is recognized that
a particular account can or will be charged a commission paid to a firm who supplied
research services not utilized by such account. However, RJJ expects that each account will
be benefited overall by such practice because each is receiving the benefit of research
services and the execution of such transactions not otherwise available to it without the
allocation of transactions based upon the recognition of the value to such research services.
RJJ assesses its commission policies, rates and allocations. This review considers the
contributions and value of research services received from broker-dealers.
Best Execution
It is the policy and practice of RJJ to strive for the best price and execution that are
competitive in relation to the value of the transaction ("best execution"). In order to achieve
best execution, RJJ will use its best judgment to choose the broker-dealer most capable of
providing the brokerage services necessary to obtain the best overall qualitative execution.
Although RJJ will strive to achieve the best execution possible for client securities
transactions, this does not require it to solicit competitive bids and RJJ does not have an
obligation to seek the lowest available commission cost. In seeking best execution, the
determinative factor is not the lowest possible cost, but whether the transaction represents
the overall best qualitative execution, taking into consideration the full range of a broker-
dealer’s services, including among other things, the value of research provided, execution
capability, commission rates, and responsiveness. Consistent with the foregoing, while RJJ
will seek competitive rates, it perhaps will not necessarily obtain the lowest possible
commission rates for client transactions RJJ is not required to negotiate "execution only"
commission rates, thus the client can be deemed to be paying for research and related
services (i.e., "soft dollars") provided by the broker which are included in the commission
rate.
To ensure that brokerage firms recommended by RJJ are conducting overall best qualitative
execution, RJJ will periodically (and no less often than annually) evaluate the trading
process and brokers utilized. RJJ's evaluation will consider the full range of brokerage
services offered by the brokers, which can include, but is not limited to price, commission,
timing, research, aggregated trades, capable floor brokers or traders, competent block
trading coverage, ability to position, capital strength and stability, reliable and accurate
communications and settlement processing, use of automation, knowledge of other buyers or
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sellers and administrative ability.
Research and other Soft Dollar Benefits
In placing orders for the purchase and sale of securities for its clients, RJJ seeks quality
execution at favorable prices through responsible broker-dealers. In selecting broker-dealers to
execute transactions, RJJ considers such factors as the broker's reliability, the quality of its execution
services, its financial condition, its commission rates on agency transactions, and the general
brokerage and research services that it can or will provide. As authorized in Section 28(e) of the
Securities Exchange Act of 1934, RJJ can or will cause its clients to pay a broker- dealer that
provides brokerage and research and portfolio analysis services to RJJ an amount of commissions in
excess of the commissions that another broker-dealer would have charged for effecting a transaction.
RJJ does not have any contractual arrangements in place and does not currently use brokerage
commissions to obtain products or services which do not qualify for the safe harbor rules in Section
28(e) of the Act as above.
Research services furnished by brokers and dealers with whom RJJ and its affiliates effect
transactions can be beneficial to certain of the accounts advised by RJJ. It is recognized that a
particular account can be charged a commission paid to a firm who supplied research services not
utilized by such account. However, RJJ expects that each account will be benefited overall by
such practice because each is receiving the benefit of research services and the execution of such
transactions not otherwise available to it without the allocation of transactions based upon the
recognition of the value to such research services. RJJ assesses its commission policies, rates and
allocations. This review considers the contributions and value of research services received from
broker-dealers.
RJJ makes extensive use of computers, computer peripherals, software, and computer databases in
its investment management and securities analysis process. RJJ uses a centralized portfolio
management system, which includes block trading, portfolio management and securities price data
collection.
RJJ conducts trades with brokers that provide internally generated proprietary research in the form
of research reports on economic data, industries and individual firms. The research services can
be useful in servicing any of the Advisor’s accounts, but not all of the research can be useful to the
account for which the particular transaction was effected. The Advisor does not allow for soft
dollars to be used to correct trading errors. We maintain these policies regarding soft dollars are
in full compliance with Section 28(e) of the Securities Exchange Act and the Advisor does not
engage in any activity that is outside the scope of Section 28(e).
When it uses client brokerage commissions (or markups or markdowns) to obtain research or
other products or services, it receives a benefit because it does not have to produce or pay for
the research, products or services.
When RJJ uses client brokerage commissions to obtain research or other products or services,
it receives a benefit because it does not have to produce or pay for the research, products or
services.
Brokerage transactions in OTC equity securities affected on behalf of our clients can sometimes
be done on an agency basis rather than through market makers. Hence, clients pay commissions
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to broker-dealers for effecting such transactions and pay the market makers the mark-ups or
mark-downs included in the offering or bid prices of the securities purchased or sold.
The role of the CEO as it pertains to soft dollar arrangements includes, but is not limited to
(annually):
• Reviewing soft dollar arrangements with all brokers;
• Determining if the soft dollar arrangements are within the scope of Section 28(e) and
approving them;
• Making appropriate mixed-use determinations and allocations for trade decisions that
were supported by soft dollar research and trades that were not;
• Discussing and documenting the value of the research obtained with soft dollars;
• Monitoring soft dollar arrangements and bringing any material deviations from policy to
the attention of the Chief Compliance Officer.
Directed Brokerage
If requested by a client, RJJ can accept written direction from a client regarding the use of a
particular broker-dealer to execute some or all transactions for the client. In that case, the client
will negotiate terms and arrangements for the account with that broker-dealer, and RJJ will not
seek better execution services or prices from other broker-dealers or be able to "batch"
client transactions for execution through other broker-dealers with orders for other accounts
managed by RJJ and RJJ will have limited ability to ensure the broker-dealer selected by the
client will provide best possible execution. As a result, the client can pay higher commissions or
other transaction costs or greater spreads, or receive less favorable net prices, on transactions for
the account than would otherwise be the case. Subject to its duty of best execution, RJJ can
decline a client’s request to direct brokerage if, in RJJ's sole discretion, such directed brokerage
arrangements would result in additional operational difficulties or violate restrictions imposed by
other broker-dealers.
Trade Aggregation and Allocation
Transactions for each client will be effected independently, unless RJJ decides to purchase or
sell the same securities for several clients at approximately the same time. RJJ performs
investment management services for various clients, some of which can have similar investment
objectives. RJJ can aggregate sale and purchase orders with other client accounts and proprietary
(employee) accounts that have similar orders being made at the same time, if in RJJ's judgment
such aggregation is reasonably likely to result in an overall economic benefit to the affected
accounts. Such benefits can include better transaction prices and lower trade execution costs. RJJ
can (but is not obligated to) combine or "batch" such orders to obtain best execution, to negotiate
more favorable commission rates, or to allocate equitably among RJJ's clients’ differences in prices
and commissions or other transaction costs that might have been obtained had such orders been
placed independently. If all aggregate orders do not fill at the same price, transactions will
generally be averaged as to price and allocated among participating accounts pro rata to the
purchase and sale orders placed for each participating account on any given day. If such orders
cannot be fully executed under prevailing market conditions, RJJ can allocate the securities
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traded among participating accounts and each similar order in a manner which it considers
equitable, taking into consideration, among other things, the size of the orders placed, the relative
cash positions of each account, the investment objectives of the accounts, and liquidity of the
security.
ITEM 13: REVIEW OF ACCOUNTS
Review of Accounts: Accounts are reviewed on a regular basis by a senior member of the
portfolio management team assigned to the client account. Accounts are reviewed:
• when a decision has been made regarding a security held in the account, such as the
addition, liquidation or the change of a position
• when prompted by client communication
• when notified of a contribution or withdrawal of assets
• when a decision has been made to alter the asset allocation
• at the discretion of the portfolio manager
• when manager has determined that market price fluctuation (equity or fixed income asset
classes), style drift or other market factors have moved to the extent that allocation
thresholds might be out of target objectives.
Portfolio Managers maintain a record of client objectives, risk profile, restrictions and unique
guidelines. On a quarterly basis, the Portfolio Manager and or the Portfolio Assistant will review
portfolio performance, composition, and adherence to written objectives. Further, at the
beginning of each new calendar quarter, Portfolio Managers will attest formally that all client
accounts have been reviewed and checked against stated investment objectives, if any.
Objectives, constraints, restrictions and asset composition can and do change for many clients.
The Portfolio Manager will maintain notes to any modifications made for client, and the client
will be notified of such changes made outlining the new mandate, understanding or other
adjustments agreed to.
Client invoices are furnished to each client on a quarterly basis. Additional reports can be
provided upon request.
ITEM 14: CLIENT REFERRALS AND OTHER COMPENSATION
We receive an economic benefit from Schwab in the form of the support products and services it
makes available to us and other independent investment advisors whose clients maintain their
accounts at Schwab. These products and services, how they benefit us, and the related conflicts
of interest are described above (see Item 12 – Brokerage Practices). The availability to us of
Schwab’s products and services is not based on us giving particular investment advice, such as
buying particular securities.
In accordance with Rule 206 (4)-1 of the Investment Advisers Act of 1940, our firm does not
provide cash or non-cash compensation directly or indirectly to unaffiliated persons for
testimonials or endorsements (which include client referrals).
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ITEM 15:CUSTODY
While our firm does not maintain physical custody of client assets (which are maintained by a
qualified custodian, as discussed above), we are deemed to have custody of certain client assets
if given the authority to withdraw assets from client accounts, as further described below under
“Third Party Money Movement.” All of our clients receive account statements directly from
their qualified custodian(s) at least quarterly upon opening of an account. We urge our clients to
carefully review these statements. Additionally, if our firm decides to send its own account
statements to clients, such statements will include a legend that recommends the client compare
the account statements received from the qualified custodian with those received from our firm.
Clients are encouraged to raise any questions with us about the custody, safety or security of
their assets and our custodial recommendations.
Standing Letters of Authorization
You can provide us with a standing letter of authorization (“SLOA”) that would direct us to
instruct the qualified custodian holding your account to transfer assets to a third party designated
by you in the SLOA. The SEC has determined that, in such cases, investment advisers are
deemed to have custody of those client assets that the SLOA applies to. The SEC has noted,
however, that investment advisers would not be required to have those assets audited under the
following circumstances:
1. The client provides an instruction to the qualified custodian, in writing, that includes the
client’s signature, the third party’s name, and either the third party’s address or the third
party’s account number at a custodian to which the transfer should be directed.
2. The client authorizes the investment adviser, in writing, either on the qualified custodian’s
form or separately, to direct transfers to the third party either on a specified schedule or
from time to time.
3. The client’s qualified custodian performs appropriate verification of the instruction, such
as a signature review or other method to verify the client’s authorization and provides a
transfer of funds notice to the client promptly after each transfer.
4. The client has the ability to terminate or change the instruction to the client’s qualified
custodian.
5. The Company has no authority or ability to designate or change the identity of the third
party, the address, or any other information about the third party contained in the client’s
instruction.
6. The Company maintains records showing that the third party is not a related party of the
Company or located at the same address as the Company.
7. The client’s qualified custodian sends the client, in writing, an initial notice confirming the
instruction and an annual notice reconfirming the instruction. We have confirmed that the
qualified custodian we recommend complies with the above requirements and we also
comply with those provisions applicable to us.
We periodically review SLOA arrangements for compliance with the Custody Rule including the
above requirements.
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ITEM 16:INVESTMENT DISCRETION
Investment Management services are performed by RJJ on a discretionary basis agreed upon at
the inception of the client relationship and memorialized in the client's advisory agreement. In
exercising its discretionary authority, RJJ has the ability to determine the type and amount of
securities to be transacted and whether a client’s purchase or sale should be combined
(aggregated) with those of other clients and traded as a “block.” Such discretion is to be
exercised in a manner consistent with each client’s stated investment objectives, risk tolerance,
and time horizon. In addition, RJJ’s authority to trade securities can be limited in certain
circumstances by applicable legal and regulatory requirements. Clients are permitted to impose
reasonable limitations on RJJ’s discretionary authority, including restrictions on investing in
certain securities or types of securities. All such limitations, restrictions, and investment
guidelines must be provided to RJJ in writing. For services provided on a non-discretionary
basis, RJJ will not have the authority to determine, without obtaining specific client consent
beforehand, the securities to be bought or sold, or the amounts of securities to be bought or sold.
Limited Power of Attorney
Unless clients specifically request in writing that RJJ manage all or part of their account on a
discretionary basis, by signing RJJ’s advisory agreement, clients authorize RJJ to exercise full
discretionary authority with respect to all investment transactions involving the client’s account.
Pursuant to such agreement, RJJ is designated as the client’s attorney-in-fact with discretionary
authority to effect investment transactions in the client’s account which authorizes RJJ to give
instructions to third parties in furtherance of such authority.
ITEM 17: VOTING CLIENT SECURITIES
We do not take any action or give any advice with respect to voting of proxies solicited by or
with respect to the issuers of securities in which your accounts can or will be invested.
Additionally, we do not advise or act for clients with respect to any legal matters, including
bankruptcies and class actions. Client will receive their proxies or other solicitations directly
from their custodian or transfer agent.
ITEM 18: FINANCIAL INFORMATION
We have no financial commitment that impairs our ability to meet contractual and fiduciary
commitments to you and we have not been the subject of a bankruptcy proceeding.
Under no circumstances will RJJ require or solicit payment of more than $1,200 in fees six
months or more in advance.
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Primary Brochure: RJJ PASADENA SECURITIES, INC. WRAP FEE PROGRAM BROCHURE (2026-09-29)
View Document Text
WRAP FEE PROGRAM BROCHURE
Appendix to Part 2A of
Form ADV
September 29th, 2026
RJJ PASADENA SECURITIES, INC.
CRD # 8425
2520 St. Rose Parkway
Suite 312
Henderson, NV 89074
Phone: (626) 792-1244
ITEM 1: COVER PAGE
This wrap fee program brochure provides information about the qualifications and
business practices of RJJ Pasadena Securities, Inc. (“RJJ” or the “firm”). If you have any
questions about the contents of this brochure, please contact us at (626) 792-1244 or by
email at nusheen@pasadenasecurities.com. The information in this brochure has not been
approved or verified by the United States Securities and Exchange Commission (“SEC”) or
by any state securities authority.
Additional information about RJJ is also available on the SEC’s website at
www.adviserinfo.sec.gov.
Registration of an investment adviser does not imply a certain level of skill or training
and no inference to the contrary should be made. Clients are encouraged to review this
wrap fee program brochure and Brochure Supplements for our firm’s associates who
advise clients for more information on the qualifications of our firm and our employees.
RJJ Pasadena Securities, Inc.
Form ADV Part 2A Appendix 1
ITEM 2: MATERIAL CHANGES
This brochure contains changes from the last update of this brochure dated September 4, 2025. The
following is a summary of certain changes made to this brochure since the date of its last annual updating
amendment, dated, September 4, 2025.
Our firm has applied for registration with the Securities and Exchange Commission.
Our firm has amended Item 6 of this brochure to clarify the types of securities they are recommended in
client accounts. Please see Item 6 for more information.
Our clients are strongly encouraged to read this Wrap Fee Brochure in its entirety prior to engaging
RJJ Pasadena Securities, Inc. (“RJJ”) for any advisory services.
RJJ will ensure that clients receive a summary of any materials changes to this Wrap Fee Brochure
within 120 days of the close of RJJ’s fiscal year. Additionally, as the firm experiences material
changes in the future, we will send you a summary of our “Material Changes” under separate
cover.
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Form ADV Part 2A Appendix 1
ITEM 3: TABLE OF CONTENTS
Item Number
Page
ITEM 1: COVER PAGE ..................................................................................................................... 1
ITEM 2: MATERIAL CHANGES ..................................................................................................... 2
ITEM 3: TABLE OF CONTENTS ..................................................................................................... 3
ITEM 4: SERVICES, FEES AND COMPENSATION ..................................................................... 4
ITEM 5: ACCOUNT REQUIREMENTS AND TYPES OF CLIENTS ............................................ 9
ITEM 6: PORTFOLIO MANAGER SELECTION AND EVALUATION ....................................... 9
ITEM 7: CLIENT INFORMATION PROVIDED TO PORTFOLIO MANAGERS ............................ 14
ITEM 8: CLIENT CONTACT WITH PORTFOLIO MANAGERS ................................................ 15
ITEM 9: ADDITIONAL INFORMATION ...................................................................................... 15
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ITEM 4: SERVICES, FEES AND COMPENSATION
A. Services under the Wrap Fee Program
Founded in 1980, RJJ Pasadena Securities, Inc. (“RJJ”, “we”, “our”, “us” or “firm”) is a registered
investment adviser and has been operating as an investment adviser since 2005. The firm is
principally owned by its President, Nusheen Javadizadeh.
This brochure discusses the asset management services RJJ offers through our wrap-fee program.
The RJJ Wrap Fee Program is an advisory program (the “Program”) sponsored by RJJ. A Wrap
Fee Program is different from traditional management programs in which advisory services and
execution costs are separately charged to clients (either on a per-transaction basis, such as a ticket
charge or commission, or percentage of assets under management).
Although a wrap-fee program can introduce certain conflicts of interest of which clients should be
aware, from a management perspective, RJJ does not manage wrap-fee accounts differently than
non-wrap advisory accounts. Rather, the decisions are driven by the client’s preferences, best
interest and strategies utilized. A client should discuss with its financial adviser whether a wrap fee
program would be appropriate for the client based on the following factors, among others: (i) the
asset class and types of investments the client will invest in, as well as the fee/expense levels
associated with such assets, (ii) the extent of the anticipated trading activity in the account, and
(iii) the client’s overall preferences in establishing a consolidated investment program and other
factors. RJJ receives a portion of the wrap fee for its services.
In addition to the wrap program, RJJ offers personalized investment advisory services, including
asset management on a non-wrap basis. Additional information about other services offered by RJJ
is available in its ADV Part 2A brochure (“Brochure”), which is available upon request or by
looking us up at www.adviserinfo.sec.gov.
The Program is a “wrap fee” program which provides wrap program clients with investment
management, brokerage execution services, along with account reporting and custodial services,
for one all-inclusive annual fee. RJJ serves as the Program’s sponsor and investment manager and
utilizes Charles Schwab & Co, Inc., (“Schwab”), a registered broker-dealer and member of SIPC,
to provide custodian and brokerage services.
RJJ is the sponsor and investment adviser for the Program. If you participate in our wrap fee
program, you will pay our firm a single fee, which includes money management fees, brokerage
commissions, custodial fees, administrative and periodic reporting costs. You are not charged
separate fees for the respective components of the total services. We receive a portion of the wrap
fee for our services. The overall cost you will incur if you participate in our wrap fee program may
be higher or lower than you might incur by separately purchasing the types of securities available
in the Program. Prior to becoming a client under the Program, you will be required to enter into a
separate written agreement with us that sets forth the terms and conditions of the engagement and
describes the scope of the services to be provided, and the fees to be paid.
RJJ offers discretionary portfolio management services. Our investment advice is tailored to meet
our clients' needs and investment objectives. If you retain our firm for portfolio management
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services, we will meet with you to determine your investment objectives, risk tolerance, and other
relevant information at the beginning of our advisory relationship. We will use the information we
gather to develop a strategy that enables our firm to give you continuous and focused investment
advice and/or to make investments on your behalf. Once we construct an investment portfolio for
you, we will monitor your portfolio's performance on an ongoing basis and will rebalance the
portfolio as required by changes in market conditions and in your financial circumstances. If you
participate in our discretionary portfolio management services, we require you to grant our firm
discretionary authority to manage your account. Discretionary authorization will allow us to
determine the specific securities, and the amount of securities, to be purchased or sold for your
account without your approval prior to each transaction. Discretionary authority is typically
granted by the investment advisory agreement you sign with our firm and the appropriate trading
authorization forms. Each client is provided with an opportunity to impose reasonable restrictions
on the management of their accounts. You may limit our discretionary authority (for example,
limiting the types of securities that can be purchased for your account) by providing our firm with
your restrictions and guidelines in writing. RJJ reserves the right to decline such restrictions or to
terminate the account if RJJ believes the restrictions imposed are not reasonable or prohibit
effective management of the account. Assets for program accounts are held at Schwab as
custodian. To compare the cost of the wrap fee program with non-wrap fee portfolio management
services, you should consider the frequency of trading activity associated with our investment
strategies and the brokerage commissions charged by other broker dealers and the advisory fees
charged by investment advisers.
In providing the contracted services, we are not required to verify any information we receive from
you or from your other professionals (e.g., attorney, accountant, etc.) and we are expressly
authorized to rely on the information you provide. Furthermore, unless you indicate to the
contrary, we shall assume that there are no restrictions on our services, other than to manage your
account in accordance with your designated investment objectives. A RJJ financial adviser will
periodically, but no less than annually, attempt to connect you, either in person or via conference
call, to discuss account performance and any updates to the client’s objectives or financial
circumstances. However, it is your responsibility to promptly notify us if there are ever any
changes in your financial situation or investment objectives for the purpose of
reviewing/evaluating/revising our previous recommendations and/or services.
B. Fees
We charge an annual "wrap-fee" for participation in the Program based on the market value of your
assets under our management. You are not charged separate fees for the different components of
the services provided by the Program. Our firm pays all trade expenses of trades placed on your
behalf. Our Program fee includes the investment advisory fee for the management of your account
and any associated transaction or execution costs for managing your assets. Assets in each of your
account(s) are included in the fee assessment unless specifically identified in writing for exclusion.
In special circumstances, and in our sole discretion, we may negotiate a lesser management fee
based upon certain criteria (i.e., anticipated future earning capacity, dollar amount of assets to be
managed, related accounts, account composition, pre-existing client relationship, account retention,
etc.).
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On an annualized basis, our Program fees are as follows:
Annual Fee
Assets Under
Management (without
Options)
Up to $250,000
$250,001 to $500,000
$500,001 to $750,000
$750,001 to $1,000,000
$1,000,001 – and over
2.50%
2.25%
2.00%
1.75%
1.50%
Annual Fee
Assets Under
Management (with
Options)
Up to $500,000
$500,001 to $750,000
$750,001 to $1,000,000
$1,000,001 to $2,000,000
$2,000,001 – and over
3.00%
2.75%
2.50%
2.25%
2.00%
As a client, you should be aware that the wrap fee charged by our firm may be higher (or lower)
than those charged by others in the industry, and that it may be possible to obtain the same or
similar services from other firms at lower (or higher) rates. A client may be able to obtain some or
all of the types of services available through our firm's wrap fee program on an individual basis
through other firms and, depending on the circumstances, the aggregate of any separately paid fees
may be lower or higher than the annual fees shown above. Clients should be aware that fees in
excess of 2% per year for an advisory program are considered to be high, and that other advisory
firms may be able to provide similar services at lower costs.
Our annual portfolio management fee is billed and payable quarterly in advance based on the
aggregate value (market value or fair market value in the absence of market value) of the client’s
account on the last day of the previous quarter. Our firm bills on cash unless indicated otherwise in
writing. Each client will receive no less than a quarterly statement from Schwab that includes an
accounting of all holdings and transactions in the account for the reporting period.
If the portfolio management agreement is executed at any time other than the first day of a calendar
quarter, our fees will apply on a pro rata basis, which means that the advisory fee is payable in
proportion to the number of days in the quarter for which you are a client. Our advisory fee is
negotiable, depending on individual client circumstances and the Investment Adviser
Representative assigned to the account.
At our discretion, we may combine the account values of family members living in the same
household to determine the applicable advisory fee. For example, we may combine account values
for you and your minor children, joint accounts with your spouse, and other types of related
accounts. Combining account values may increase the asset total, which may result in your paying
a reduced advisory fee based on the available breakpoints in our fee schedule stated above.
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We will automatically deduct our wrap fee directly from your account through the qualified
custodian holding your funds and securities. We will deduct our wrap fee only when the following
requirements are met:
• Your independent custodian sends statements at least quarterly showing the market values
for each security included in the Assets and all account disbursements, including the amount
of the advisory fees paid to our firm;
• You will provide authorization permitting our firm to be directly paid by these terms. Our
firm will send an invoice directly to the custodian; and
•
If our firm sends a copy of our invoice to you, a legend urging the comparison of
information provided in our statement with those from the qualified custodian will be
included.
We encourage you to reconcile our invoices with the statement(s) you receive from the qualified
custodian. If you find any inconsistent information between our invoice and the statement(s) you
receive from the qualified custodian please call our main office number located on the cover page
of this brochure.
Termination of Advisory Relationship
A client may terminate the Investment Management Services Agreement without penalty (full
refund or no fees due) within five (5) business days of signature of the agreement if the client has
not received the Form ADV Part 2A (Disclosure Brochure) and the Part 2B (Brochure Supplement)
before or at the time of signing the Investment Management Agreement. After such time, either
party may terminate the portfolio management agreement upon receipt of a 30-days advance
written notice. You will incur a pro rata charge for services rendered prior to the termination of the
portfolio management agreement, which means you will incur advisory fees only in proportion to
the number of days in the quarter for which you are a client. If you have pre-paid advisory fees that
we have not yet earned, you will receive a prorated refund of those fees. Upon termination of
accounts held at Schwab, they will deliver securities and funds held in the account per your
instructions unless you request that the account be liquidated. After the wrap fee program
agreement has been terminated, transactions are processed at the prevailing brokerage rates/fees.
You become responsible for monitoring your own assets and our firm has no further obligation to
act upon or to provide advice with respect to those assets.
Wrap Fee Program Disclosures
• The benefits under a wrap fee program depend, in part, upon the size of the Account, the
management fee charged, and the number of transactions likely to be generated in the
Account. For example, a wrap fee program may not be suitable for Accounts with little
trading activity. Or, the firm may utilize an investment strategy for accounts within the
Program that generally seeks investments that are long term in nature with a buy and hold
bias. Due to the nature of these strategies, investments in accounts could experience low
position turnover. As such, the amount of the wrap fee generally will not change due to
the number of transactions executed in the account. In order to evaluate whether a wrap
fee program is suitable for you, you should compare the Program Fee and any other costs
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Form ADV Part 2A Appendix 1
of the Program with the amounts that would be charged by other advisers, broker dealers,
and custodians, for advisory fees, brokerage and other execution costs, and custodial
services comparable to those provided under the Program.
• Schwab has eliminated commissions for online trades of equities, and ETFs. This means
that, in most cases, when we buy and sell these types of securities, we will not have to pay
any commissions to Schwab. We encourage you to review Schwab’s pricing to compare
the total costs of entering into a wrap fee arrangement versus a non-wrap fee
arrangement. If you choose to enter into a wrap fee arrangement, your total cost to invest
could exceed the cost of paying for brokerage and advisory services separately. To see
what you would pay for transactions in a non-wrap account, please refer to Schwab’s most
recent pricing schedules available at schwab.com/aspricingguide
• In considering the investment programs described in this brochure, you should be aware
that participating in a wrap fee program may cost more or less than the cost of purchasing
advisory, brokerage, and custodial services separately from other advisers or broker-
dealers.
• As the firm absorbs certain transaction costs in wrap fee accounts, the firm may have a
financial incentive not to place transaction orders in those accounts since doing so
increases its transaction costs. Thus, an incentive exists to place trades less frequently in a
wrap fee arrangement.
• Our firm and Associated Persons receive compensation as a result of your participation in
the Program. This compensation may be more than the amount our firm or the Associated
Persons would receive if you paid separately for investment advice, brokerage, and other
services. Accordingly, a conflict of interest exists because our firm and our Associated
Persons have a financial incentive to recommend the Program.
• Similar advisory services may be available from other registered investment advisers for
lower fees.
Additional Fees and Expenses
The Program Fee includes the costs of brokerage commissions for transactions executed through
the broker-dealer, and charges relating to the settlement, clearance, or custody of securities in the
Account. The Program Fee does not include margin interest, check fees, fees for trades executed
away from custodian, odd lot differentials, mark-ups and mark-downs, dealer spreads or other costs
associated with the purchase or sale of securities, interest, taxes, or other costs, such as national
securities exchange fees, charges for transactions not executed through Schwab, costs associated
with exchanging currencies, wire transfer fees, or other fees required by law or imposed by third
parties. The Client will be responsible for these additional fees and expenses.
The wrap program fees that you pay to our firm for portfolio management services are separate and
distinct from the fees and expenses charged by mutual funds or exchange traded funds (“ETFs”), as
described in each fund's prospectus to their shareholders. These fees will generally include a
management fee and other fund expenses. To fully understand the total cost you will incur, you
should review all the fees charged by mutual funds, ETFs, our firm, and others.
Participant Account Management (Discretionary)
We provide an additional service for accounts held away using a third-party platform, Pontera, to
facilitate management of held away assets such as 401(k) accounts, defined contribution plan
participant accounts, with discretion. The platform allows us to avoid being considered to have
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custody of client funds since we do not have direct access to Client log-in credentials to affect
trades. Clients do not pay any additional fee to Pontera or to RJJ in connection with platform
participation. We are not affiliated with the platform in any way and receive no compensation from
them for using their platform. Once Client accounts(s) is connected to the platform, Adviser will
review the current account allocations. When deemed necessary, Adviser will rebalance the account
considering client investment goals and risk tolerance, and any change in allocations will consider
current economic and market trends. The advisory fee is charged with the same terms as our wrap
fee program. Since directly managed held away accounts cannot be debited fees from the account,
the fees will be assigned to a client’s taxable accounts on a pro-rate basis. If the client doesn’t have
a taxable account, those fees will be billed directly to the client.
ERISA Accounts
RJJ advisers assist clients that are trustees or other fiduciaries to retirement plans by providing
advisory services. Depending upon the scope of services offered by the adviser, such retirement
plans may be subject to ERISA. As such, RJJ and the adviser will be deemed a “fiduciary” as such
term within the meaning of Title 1 of the Employee Retirement Income Security Act (“ERISA”)
and/or the Internal Revenue Code of 1986, as applicable, which are laws governing retirement
accounts. Thus, RJJ is subject to specific duties and obligations under ERISA and the IRS Code
that include, among other things, restrictions concerning certain forms of compensation. To avoid
engaging in certain prohibited transactions, RJJ can only charge fees for investment advice about
products for which RJJ and its related persons do not receive commissions or 12b-1 fees. ERISA
Rule 408(b)(2) requires full disclosure of the firm’s services and compensation and should be read
in conjunction with this Form ADV Part 2A and your investment management agreement with us.
ITEM 5: ACCOUNT REQUIREMENTS AND TYPES OF CLIENTS
RJJ offers investment advisory services to individuals, pension and profit-sharing plans, charitable
organizations, corporations, and other business entities. In general, we require a minimum of
$100,000 to open and maintain an advisory account. At our discretion, we may waive this minimum
account size. For example, we may waive the minimum if you appear to have significant potential
for increasing your assets under our management. We may also combine account values for you
and your minor children, joint accounts with your spouse, and other types of related accounts to
meet the stated minimum.
ITEM 6: PORTFOLIO MANAGER SELECTION AND EVALUATION
RJJ does not select, review, or recommend other investment advisers or portfolio managers to
manage assets through its wrap program. We are the sponsor and sole portfolio manager for the
Program.
Performance-Based Fees and Side-by-Side Management
We do not accept performance-based fees or participate in side-by-side management. Performance-
based fees are fees that are based on a share of capital gains or capital appreciation of a client's
account. Side-by-side management refers to the practice of managing accounts that are charged
performance-based fees while at the same time managing accounts that are not charged
performance-based fees. Our fees are calculated as described above, and are not charged on the
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RJJ Pasadena Securities, Inc.
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basis of a share of capital gains upon, or capital appreciation of, the funds in your advisory account.
Our Methods of Analysis and Investment Strategies
RJJ’s investment strategies begin with an understanding of a client's financial needs, goals, and
objectives. Financial advisers use demographic and financial information provided by the client to
assess the client's risk profile and investment objectives in determining an appropriate strategy for
the client's assets. Investment strategies generally include long- or short-term purchases of stock
portfolios, mutual funds and fixed income securities and may include margin transactions and
options strategies.
We may use one or more of the following methods of analysis or investment strategies when
providing investment advice to you:
Technical Analysis - involves studying past price patterns, trends, and interrelationships in
the financial markets to assess risk-adjusted performance and predict the direction of both
the overall market and specific securities. Risk: The risk of market timing based on
technical analysis is that our analysis may not accurately detect anomalies or predict future
price movements. Current prices of securities may reflect all information known about the
security and day-to-day changes in market prices of securities may follow random patterns
and may not be predictable with any reliable degree of accuracy.
Fundamental Analysis - involves analyzing individual companies and their industry
groups, such as a company's financial statements, details regarding the company's product
line, the experience and expertise of the company's management, and the outlook for the
company and its industry. The resulting data is used to measure the true value of the
company's stock compared to the current market value. Risk: The risk of fundamental
analysis is that information obtained may be incorrect and the analysis may not provide an
accurate estimate of earnings, which may be the basis for a stock's value. If securities prices
adjust rapidly to new information, utilizing fundamental analysis may not result in favorable
performance.
Long-Term Purchases - securities purchased with the expectation that the value of those
securities will grow over a relatively long period of time, generally greater than one year.
Risk: Using a long-term purchase strategy generally assumes the financial markets will go
up in the long-term which may not be the case. There is also the risk that the segment of the
market that you are invested in or perhaps just your particular investment will go down over
time even if the overall financial markets advance. Purchasing investments long-term may
create an opportunity cost - "locking-up" assets that may be better utilized in the short-term
in other investments.
Short-Term Purchases - securities purchased with the expectation that they will be sold
within a relatively short period of time, generally less than one year, to take advantage of
the securities' short-term price fluctuations. Risk: Using a short-term purchase strategy
generally assumes that we can predict how financial markets will perform in the short-term
which may be very difficult and will incur a disproportionately higher amount of transaction
costs compared to long-term trading. There are many factors that can affect financial market
performance in the short-term (such as short-term interest rate changes, cyclical earnings
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announcements, etc.) but may have a smaller impact over longer periods of times.
Equity Investing: investment strategies that focus on investing in equities are managed
primarily to achieve capital appreciation. Equity investors must be willing to tolerate short-
term volatility and a greater possibility of the loss of capital than strategies seeking current
income. An equity investor’s investment horizon should generally be long-term, but not less
than three years. Risk: The value of equity securities may fluctuate in response to the
specific situations of each company, the industry conditions and the general economic
environment. Common stocks are susceptible to general stock market fluctuations and to
volatile increases and decreases in value as market confidence and perceptions of their
issuers change.
Short Sales - securities transaction in which an investor sells securities that were borrowed
in anticipation of a price decline. The investor is then required to return an equal number of
shares at some point in the future. Risk: A short seller will profit if the stock goes down in
price, but if the price of the shares increase, the potential losses are unlimited.
Margin Transactions - a securities transaction in which an investor borrows money to
purchase a security, in which case the security serves as collateral on the loan. Risk: If the
value of the shares drops sufficiently, the investor will be required to either deposit more
cash into the account or sell a portion of the stock in order to maintain the margin
requirements of the account. This is known as a "margin call." An investor's overall risk
includes the amount of money invested plus the amount that was loaned to them.
Option Writing - a securities transaction that involves selling an option. An option is the
right, but not the obligation, to buy or sell a particular security at a specified price before the
expiration date of the option. When an investor sells an option, he or she must deliver to the
buyer a specified number of shares if the buyer exercises the option. The seller pays the
buyer a premium (the market price of the option at a particular time) in exchange for writing
the option. Risk: Options are complex investments and can be very risky, especially if the
investor does not own the underlying stock. In certain situations, an investor's risk can be
unlimited.
Our investment strategies and advice may vary depending upon each client's specific financial
situation. As such, we determine investments and allocations based upon your predefined
objectives, risk tolerance, time horizon, financial horizon, financial information, liquidity needs,
and other various suitability factors. Your restrictions and guidelines may affect the composition of
your portfolio.
We may use short-term trading (in general, selling securities within 30 days of purchasing the same
securities) as an investment strategy when managing your account(s). Short-term trading is not a
fundamental part of our overall investment strategy, but we may use this strategy occasionally when
we determine that it is suitable given your stated investment objectives and tolerance for risk. This
may include buying and selling securities frequently in an effort to capture significant market gains
and avoid significant losses. However, there is a risk that frequent trading can negatively affect
investment performance, particularly through increased brokerage and other transactional costs and
taxes.
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Tax Considerations
Our strategies and investments may have unique and significant tax implications. However, unless
we specifically agree otherwise, and in writing, tax efficiency is not our primary consideration in
the management of your assets. Regardless of your account size or any other factors, we strongly
recommend that you consult with a tax professional prior to and throughout the investing of your
assets.
Moreover, as a result of revised IRS regulations, custodians and broker-dealers began reporting
the cost basis of equities acquired in client accounts on or after January 1, 2011. Your custodian
will default to the FIFO (First-In First-Out) accounting method for calculating the cost basis of
your investments. You are responsible for contacting your tax advisor to determine if this
accounting method is the right choice for you. If your tax advisor believes another accounting
method is more advantageous, please provide written notice to our firm immediately and we will
alert your account custodian of your individually selected accounting method. Please note that
decisions about cost basis accounting methods will need to be made before trades settle, as the cost
basis method cannot be changed after settlement.
Recommendation of Particular Types of Securities
RJJ prefers to invest our advisory client’s in the following securities in managing client accounts,
provided that such securities are appropriate to the needs of the client and consistent with the
client's investment objectives, risk tolerance, and time horizons, among other considerations:
Cash & Cash Equivalents - Cash and cash equivalents generally refer to either United States dollars
or highly liquid short-term debt instruments such as, but not limited to, treasury bills, bank CD’s
and commercial papers. Generally, these assets are considered nonproductive and will be exposed
to inflation risk and considerable opportunity cost risk. Investments in cash and cash equivalents
will generally return less than the advisory fee charged by our firm. Our firm may recommend cash
and cash equivalents as part of our clients’ asset allocation when deemed appropriate and in their
best interest. Our firm considers cash and cash equivalents to be an asset class. Therefore, our firm
assess an advisory fee on cash and cash equivalents unless indicated otherwise in writing.
Exchange Traded Funds (“ETFs”) - An ETF is a type of Investment Company (usually, an open-
end fund or unit investment trust) whose primary objective is to achieve the same return as a
particular market index. The vast majority of ETFs are designed to track an index, so their
performance is close to that of an index mutual fund, but they are not exact duplicates. A tracking
error, or the difference between the returns of a fund and the returns of the index, can arise due to
differences in composition, management fees, expenses, and handling of dividends. ETFs benefit
from continuous pricing; they can be bought and sold on a stock exchange throughout the trading
day. Because ETFs trade like stocks, you can place orders just like with individual stocks - such as
limit orders, good-until-canceled orders, stop loss orders etc. They can also be sold short.
Traditional mutual funds are bought and redeemed based on their net asset values (“NAV”) at the
end of the day. ETFs are bought and sold at the market prices on the exchanges, which resemble the
underlying NAV but are independent of it. However, arbitrageurs will ensure that ETF prices are
kept very close to the NAV of the underlying securities. Although an investor can buy as few as one
share of an ETF, most buy in board lots. Anything bought in less than a board lot will increase the
cost to the investor. Anyone can buy any ETF no matter where in the world it trades. This provides
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a benefit over mutual funds, which generally can only be bought in the country in which they are
registered.
One of the main features of ETFs are their low annual fees, especially when compared to traditional
mutual funds. The passive nature of index investing, reduced marketing, and distribution and
accounting expenses all contribute to the lower fees. However, individual investors must pay a
brokerage commission to purchase and sell ETF shares; for those investors who trade frequently,
this can significantly increase the cost of investing in ETFs. That said, with the advent of low-cost
brokerage fees, small or frequent purchases of ETFs are becoming more cost efficient.
Equity Securities - Equity securities represent an ownership position in a company. Equity
securities typically consist of common stocks. The prices of equity securities fluctuate based on,
among other things, events specific to their issuers and market, economic and other conditions. For
example, prices of these securities can be affected by financial contracts held by the issuer or third
parties (such as derivatives) relating to the security or other assets or indices. There may be little
trading in the secondary market for particular equity securities, which may adversely affect our firm
's ability to value accurately or dispose of such equity securities. Adverse publicity and investor
perceptions, whether or not based on fundamental analysis, may decrease the value and/or liquidity
of equity securities. Investing in smaller companies may pose additional risks as it is often more
difficult to value or dispose of small company stocks, more difficult to obtain information about
smaller companies, and the prices of their stocks may be more volatile than stocks of larger, more
established companies. Clients should have a long-term perspective and, for example, be able to
tolerate potentially sharp declines in value.
Individual Stocks - A common stock is a security that represents ownership in a corporation.
Holders of common stock exercise control by electing a board of directors and voting on corporate
policy. Investing in individual common stocks provides us with more control of what you are
invested in and when that investment is made. Having the ability to decide when to buy or sell helps
us time the taking of gains or losses. Common stocks, however, bear a greater amount of risk when
compared to certificate of deposits, preferred stock and bonds. It is typically more difficult to
achieve diversification when investing in individual common stocks. Additionally, common
stockholders are on the bottom of the priority ladder for ownership structure; if a company goes
bankrupt, the common stockholders do not receive their money until the creditors and preferred
shareholders have received their respective share of the leftover assets.
Options - An option is a financial derivative that represents a contract sold by one party (the option
writer) to another party (the option holder, or option buyer). The contract offers the buyer the right,
but not the obligation, to buy or sell a security or other financial asset at an agreed-upon price (the
strike price) during a certain period of time or on a specific date (exercise date). Options are
extremely versatile securities. Traders use options to speculate, which is a relatively risky practice,
while hedgers use options to reduce the risk of holding an asset. In terms of speculation, option
buyers and writers have conflicting views regarding the outlook on the performance of a:
Call Option: Call options give the option to buy at certain price, so the buyer would want
•
the stock to go up. Conversely, the option writer needs to provide the underlying shares in the event
that the stock's market price exceeds the strike due to the contractual obligation. An option writer
who sells a call option believes that the underlying stock's price will drop relative to the option's
strike price during the life of the option, as that is how he will reap maximum profit. This is exactly
the opposite outlook of the option buyer. The buyer believes that the underlying stock will rise; if
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this happens, the buyer will be able to acquire the stock for a lower price and then sell it for a profit.
However, if the underlying stock does not close above the strike price on the expiration date, the
option buyer would lose the premium paid for the call option.
Put Option: Put options give the option to sell at a certain price, so the buyer would want the
•
stock to go down. The opposite is true for put option writers. For example, a put option buyer is
bearish on the underlying stock and believes its market price will fall below the specified strike
price on or before a specified date. On the other hand, an option writer who sells a put option
believes the underlying stock's price will increase about a specified price on or before the expiration
date. If the underlying stock's price closes above the specified strike price on the expiration date,
the put option writer's maximum profit is achieved. Conversely, a put option holder would only
benefit from a fall in the underlying stock's price below the strike price. If the underlying stock's
price falls below the strike price, the put option writer is obligated to purchase shares of the
underlying stock at the strike price.
The potential risks associated with these transactions are that (1) all options expire. The closer the
option gets to expiration, the quicker the premium in the option deteriorates; and (2) Prices can
move very quickly. Depending on factors such as time until expiration and the relationship of the
stock price to the option’s strike price, small movements in a stock can translate into big
movements in the underlying options.
Risk of Loss
Investing in securities involves risk of loss that you should be prepared to bear. We do not represent
or guarantee that our services or methods of analysis can or will predict future results, successfully
identify market tops or bottoms, or insulate clients from losses due to market corrections or
declines. We cannot offer any guarantees or promises that your financial goals and objectives will
be met. Past performance is in no way an indication of future performance.
Proxy Voting
We will not vote proxies on behalf of your advisory accounts. At your request, we may offer you
advice regarding corporate actions and the exercise of your proxy voting rights. If you own shares
of applicable securities, you are responsible for exercising your right to vote as a shareholder. In
most cases, you will receive proxy materials directly from the account custodian. However, in the
event we were to receive any written or electronic proxy materials, we would forward them directly
to you by mail, unless you have authorized our firm to contact you by electronic mail, in which
case, we would forward any electronic solicitation to vote proxies.
ITEM 7: CLIENT INFORMATION PROVIDED TO PORTFOLIO MANAGERS
When a new client opens an advisory account with RJJ, and on an ongoing basis as determined by
the financial adviser and the client but no less than annually, a financial adviser will meet with the
client to collect or update certain important personal information and to discuss the client’s goals
and objectives. RJJ’s management of the client’s account is guided by the client’s investment
objectives (e.g., capital appreciation, growth, income, or growth and income), risk tolerance and tax
considerations. In managing a client’s portfolio, the financial adviser will rely on information the
client provides, and it is the client’s responsibility to notify promptly the financial adviser or the
firm, as the case may be, of any updates to such information as necessary for the firm to manage
the client’s assets or if they wish to impose any reasonable restrictions on the management of their
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accounts or add reasonable modifications to existing restrictions. The client represents in its
advisory agreement with RJJ that it has provided RJJ and will provide RJJ with information that is
accurate and complete. Failure to do so could affect the suitability of the services being provided
under the Program. RJJ is not required to verify the accuracy of the information.
Privacy Policy
As required, in order to provide the Program services, we will provide your private information to
your account custodian, Schwab. We may also provide your private information to mutual fund
companies and/or private managers We will only share the information necessary in order to carry
out our obligations to you in servicing your account. We share your personal account data in
accordance with our privacy policy as described below.
We view protecting your private information as a top priority. Pursuant to applicable privacy
requirements, we have instituted policies and procedures to ensure that we keep your personal
information private and secure.
We do not disclose any non-public personal information about you to any non-affiliated third
parties, except as permitted by law. In the course of servicing your account, we may share
some information with our service providers, such as transfer agents, custodians, broker-dealers,
insurance agencies and insurance companies, accountants, consultants, and attorneys.
We restrict internal access to non-public personal information about you to employees, who need
that information in order to provide products or services to you. We maintain physical and
procedural safeguards that comply with regulatory standards to guard your non-public personal
information and to ensure our integrity and confidentiality. We will not sell information about you
or your accounts to anyone. We do not share your information unless it is required to process a
transaction, at your request, or required by law.
You will receive a copy of our privacy notice prior to or at the time you sign an advisory agreement
with our firm. Thereafter, we will deliver a copy of the current privacy policy notice to you on an
annual basis. Please contact our main office at the telephone number on the cover page of this
brochure if you have any questions regarding this policy.
ITEM 8: CLIENT CONTACT WITH PORTFOLIO MANAGERS
Clients are always free to directly contact RJJ with any questions or concerns they have about their
portfolios or other matters.
ITEM 9: ADDITIONAL INFORMATION
Compensation for the Sale of Securities or Other Investment Products
Our firm is not a broker-dealer. Therefore, persons providing investment advice on behalf of our
firm are not registered representatives. As such, these persons receive no compensation in
connection with the purchase and sale of securities or other investment products, including asset-
based sales charges, service fees or 12b-1 fees, for the sale or holding, of mutual funds.
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Brokerage Practices
We recommend the brokerage and custodial services of Schwab. Your assets must be maintained in
an account at a “qualified custodian,” generally a broker-dealer or bank. In recognition of the value
of the services the Custodian provides, you may pay higher commissions and/or trading costs than
those that may be available elsewhere. We seek to recommend a custodian/broker that will hold
your assets and execute transactions on terms that are, overall, the most favorable compared to
other available providers and their services. We consider various factors, including:
• Capability to buy and sell securities for your account itself or to facilitate such services.
• The likelihood that your trades will be executed.
• Availability of investment research and tools.
• Overall quality of services.
• Competitiveness of price.
• Reputation, financial strength, and stability.
• Existing relationship with our firm and our other clients.
Research and Other Soft Dollar Benefits
We do not have any soft dollar arrangements.
Economic Benefits
As a registered investment adviser, we have access to the institutional platform of your account
custodian. As such, we will also have access to research products and services from your account
custodian and/or other brokerage firm. These products may include financial publications,
information about particular companies and industries, research software, and other products or
services that provide lawful and appropriate assistance to our firm in the performance of our
investment decision-making responsibilities. Such research products and services are provided to
all investment advisers that utilize the institutional services platforms of these firms and are not
considered to be paid for with soft dollars. However, you should be aware that the commissions
charged by a particular broker for a particular transaction or set of transactions may be greater than
the amounts another broker who did not provide research services or products might charge.
Brokerage for Client Referrals
We do not receive client referrals from broker-dealers in exchange for cash or other compensation,
such as brokerage services or research.
Directed Brokerage
You may utilize the broker-dealer of your choice and have no obligation to purchase or sell
securities through such broker as, we recommend. However, if you do not use Schwab, we may not
be able to accept your account. RJJ has brokerage custody agreement with Schwab to provide
execution, brokerage and custodial account services to RJJ clients.
Block Trades
We combine multiple orders for shares of the same securities purchased for advisory accounts we
manage (this practice is commonly referred to as "block trading"). We will then distribute a portion
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of the shares to participating accounts in a fair and equitable manner. The distribution of the shares
purchased is typically proportionate to the size of the account, but it is not based on account
performance or the amount or structure of management fees. Subject to our discretion regarding
factual and market conditions, when we combine orders, each participating account pays an
average price per share for all transactions and pays a proportionate share of all transaction costs.
Accounts owned by our firm or persons associated with our firm may participate in block trading
with your accounts; however, they will not be given preferential treatment.
Disciplinary Information
Registered investment advisers such as RJJ are required to disclose all material facts regarding any
legal or disciplinary events that would be material to a client’s or prospective client’s evaluation of
RJJ or the integrity of its management. Each financial adviser has a separate Form ADV Part 2B.
Please refer to your investment adviser's Form ADV Part 2B for an adviser’s personal disciplinary
information.
The firm was registered as broker-dealer from April 1980 to August 2021. The following items
refer to events regarding the firm’s registration as a Broker-Dealer:
- On October 7, 2020, the Firm accepted, without admitting or denying the findings agreed to
a Letter of Acceptance, Waiver and Concent, agreed to pay a fine of $5,000, and update its
written supervisory procedures within 90 days. This agreement was in response to FINRA’s
findings that the Firm conducted Options trading without a required second person assigned
as a Registered Options Principal.
- On August 18, 2008, RJJ settled with the state of Virginia for violating section 13.1-504A
(1) of the Virginia securities act by executing securities transactions for a VA resident
without being registered. RJJ was required to pay a $3,000 fine and $375 for the cost of
investigation.
- On October 15, 2008, RJJ entered into an agreement with the State of Washington without
admitting nor denying allegations, and waiving its right to a hearing, agreed to pay a $3000
fine. The Firm was cited for effecting the purchase and sale of securities in a customer's
account after the customer moved to Washington State, without the firm being properly
registered in the State.
- On September 29, 2006 a Broker-Dealer client of RJJ filed for arbitration alleging
negligence, unsuitability, misrepresentation and fraud, improper utilization of margin,
failure to supervise its registered representatives, breach of fiduciary duties, churning,
violation of Federal and State Securities Laws, Violation of NASD rules of Fair Practice,
Breach of Contract and Breach of Implied Covenant of Good Faith and Fair Dealing, and
loss of investment opportunity between the years 2000 and 2006. On December 19, 2007
arbitrators awarded the client $175,000 for claims of unsuitability and negligence. All other
claims against RJJ were dismissed. RJJ complied with the finding of arbitrators however,
RJJ defended itself against these charges vigorously and denies the validity of these
charges. During the period in question, the client invested $500,000, and withdrew
$986,000 representing an 8.72% average annual return over the life of the account. During
the year 2000 market crash, the DOW dropped 38%, the NASDAQ dropped 78% and the
S&P 500 dropped 42%. The findings of the arbitrators was final and there was no avenue of
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appeal. Note that this event involved a brokerage account and not any investment advisory
accounts.
Below relates to RJJ”s advisory business.
- On April 18, 2025, the Firm signed a Consent Order with the Nevada Securities Division
that the Firm did not obtain annual certification of client funds and securities and did not
properly disclose fees charged to clients. The firm settled the matter for $21,000.
Code of Ethics
We have adopted a Code of Ethics that sets the standard of conduct expected to comply with
applicable securities laws. Our goal is to protect your interests at all times and to demonstrate our
commitment to our fiduciary duties of honesty, good faith, and fair dealing with you. We adhere
strictly to these guidelines. Additionally, we maintain and enforce written policies reasonably
designed to prevent the misuse or dissemination of material, non-public information about you or
your account holdings by persons associated with our firm.
RJJ performs an annual review of its Code of Ethics, supervisory procedures and internal systems
to ensure that procedures , compliance controls and reporting systems are properly aligned and
operating in a regulatory compliant manner.
Clients or prospective clients may obtain a copy of our Code of Ethics by contacting us at the
telephone number on the cover page of this brochure.
Participation or Interest in Client Transactions
Neither our firm nor any of our Associated Persons has any material financial interest in client
transactions beyond the provision of investment advisory services as disclosed in this brochure.
Personal Trading Practices
Our firm or persons associated with our firm may buy or sell securities for you at the same time we
or persons associated with our firm buy or sell such securities for our own account. We may also
combine our orders to purchase securities with your orders to purchase securities ("block trading").
Please refer to the Brokerage Practices section in this brochure for information on our block trading
practices.
A conflict of interest exists in such cases because we have the ability to trade ahead of you and
potentially receive more favorable prices than you will receive. To eliminate this conflict of
interest, it is our policy that neither our firm nor persons associated with our firm shall have priority
over your account in the purchase or sale of securities.
Review of Accounts
We will monitor the underlying securities in your accounts on an ongoing basis and will conduct
account reviews at least annually and upon your request to ensure that the advisory services
provided to you are consistent with your stated investment needs and objectives. Additional
reviews may be conducted based on various circumstances, including, but not limited to:
• contributions and withdrawals,
• year-end tax planning,
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• market moving events,
• security specific events, and/or,
• changes in your risk/return objectives.
Your account(s) will be monitored and reviewed by the portfolio manager assigned to your
account. We will not provide you with additional or regular written reports in conjunction with
account reviews. You will receive trade confirmations and no less than quarterly statements from
your account custodian that includes an accounting of all holdings and transactions in the account
for the reporting period.
Client Referrals and Other Compensation
In accordance with Rule 206 (4)-1 of the Investment Advisers Act of 1940, our firm does not
provide cash or non-cash compensation directly or indirectly to unaffiliated persons for testimonials
or endorsements (which include client referrals).
Financial Information
We are not required to provide a balance sheet or other financial information to our clients, because
we do not require the prepayment of fees in excess of $1,200 and six months or more in advance;
we do not take custody of client funds or securities; and, we do not have a financial condition that
is reasonably likely to impair our ability to meet our commitments to you. Moreover, we have
never been the subject of a bankruptcy petition.
Trade Errors
In the event a trading error occurs in your account, our policy is to restore your account to the
position it should have been in had the trading error not occurred. Depending on the circumstances,
corrective actions may include canceling the trade, adjusting an allocation, and/or reimbursing the
account. If a trade error results in a profit, the trade error will be corrected in the trade error account
of the executing broker-dealer and you will not keep the profit.
Class Action Lawsuits
We do not determine if securities held by you are the subject of a class action lawsuit or whether
you are eligible to participate in class action settlements or litigation nor do we initiate or
participate in litigation to recover damages on your behalf for injuries as a result of actions,
misconduct, or negligence by issuers of securities held by you. As a firm, we will simply assist and
provide guidance in regards to class action litigations.
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