65 Southgate Dr
Petal, MS 39465
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IMPORTANT INFORMATION AND LEGAL DISCLAIMER
Ashley & Roy Freeman Family Office LLC and its affiliates and/or subsidiaries (together, “ARFFO”) do not practice law, and do not give tax, accounting or legal advice, including estate planning advice. The tax-related material contained herein has been prepared for informational purposes only, and is not intended to provide, and should not be relied on for, tax, legal or accounting advice. You should consult your own tax, legal and accounting advisors before engaging in any financial transaction. We will, however, be pleased to consult with you and your legal and tax advisors as you move forward with your own planning.
The information on this site may inform you of certain investment products and services offered by subsidiaries or affiliates of ARFFO. No information published on the site constitutes a solicitation, offer or recommendation to enter into any transaction. The products, services, information and/or materials referenced within these web pages may not be available for all individuals or residents of certain jurisdictions.
Any views or strategies described may not be suitable for all investors and are subject to investment risks. Please read this important information in its entirety.
Key Risks
This material is for informational purposes only, and may inform you of certain products and services offered by businesses, part of ARFFO. Products and services described, as well as associated fees, charges and interest rates, are subject to change in accordance with the applicable account agreements and may differ among geographic locations. Not all products and services are offered at all locations. If you are a person with a disability and need additional support accessing this material, please contact your customer service team or email us at accessibility.support@headquarterscompany.com for assistance. Please read all important information.
GENERAL RISKS & CONSIDERATIONS.
Any views, strategies or products discussed in this material may not be appropriate for all individuals and are subject to risks. Investors may get back less than they invested, and past performance is not a reliable indicator of future results. Asset allocation/diversification does not guarantee a profit or protect against loss. Nothing in this material should be relied upon in isolation for the purpose of making an investment decision. You are urged to consider carefully whether the services, products, asset classes (e.g., equities, fixed income, alternative investments, commodities, etc.) or strategies discussed are suitable to your needs. You must also consider the objectives, risks, charges, and expenses associated with an investment service, product or strategy prior to making an investment decision. For this and more complete information, including discussion of your goals/situation. contact your customer service team.
NON-RELIANCE.
Certain information contained in this material is believed to be reliable; however, ARFFO does not represent or warrant its accuracy, reliability or completeness, or accept any liability for any loss or damage (whether direct or indirect) arising out of the use of all or any part of this material. No representation or warranty should be made with regard to any computations, graphs, tables, diagrams or commentary in this material, which are provided for illustration/reference purposes only. The views, opinions, estimates and strategies expressed in this material constitute our judgment based on current market conditions and are subject to change without notice. ARFFO assumes no duty to update any information in this material in the event that such information changes. Views, opinions, estimates and strategies expressed herein may differ from those expressed by other areas of ARFFO, views expressed for other purposes or in other contexts, and this material should not be regarded as a research report. Any projected results and risks are based solely on hypothetical examples cited, and actual results and risks will vary depending on specific circumstances. Forward-looking statements should not be considered as guarantees or predictions of future events.
Nothing in this document shall be construed as giving rise to any duty of care owed to, or advisory relationship with, you or any third party. Nothing in this document shall be regarded as an offer, solicitation, recommendation or advice (whether financial, accounting, legal, tax or other) given by ARFFO and/or its officers or employees, irrespective of whether or not such communication was given at your request. ARFFO and its affiliates and employees do not provide tax, legal or accounting advice. You should consult your own tax, legal and accounting advisors before engaging in any financial transactions.
IMPORTANT INFORMATION ABOUT YOUR INVESTMENTS AND POTENTIAL CONFLICTS OF INTEREST
Conflicts of interest will arise whenever ARFFO or any of its subsidiaries or affiliates (together, “ARFFO”) have an actual or perceived economic or other incentive in its management of our clients’ portfolios or our businesses to act in a way that benefits ARFFO. Conflicts will results, for example (to the extent the following activities are permitted in your account): (1) when ARFFO invests in an investment product, such as a mutual fund, structured product, separately managed account or hedge fund issued or managed by Flamsal Capital LLC or an affiliate, such as Flamsal Investments LLC; (2) when an ARFFO entity obtains services, including trade execution and trade clearing, from an affiliate; (3) when ARFFO receives payment as a result of purchasing an investment product for a client’s account; (4) when ARFFO receives payment for providing services (including shareholder servicing, record keeping or custody) with respect to investment products purchased for a client’s portfolio; (5) when ARFFO enters into related party transactions, such as management services agreements with Headquarters Company LLC. Other conflicts will result because of relationships that ARFFO has with other clients or when ARFFO acts for its own account.
Investment strategies are selected from both ARFFO and third-party asset managers and are subject to a review process by our manager research teams. From this pool of strategies, our portfolio construction teams select those strategies we believe fit our asset allocation goals and forward-looking views in order to meet the portfolio’s investment objective.
As a general matter, we prefer ARFFO managed strategies. We expect the proportion of ARFFO managed strategies will be high (in fact, up to 100 percent) in strategies such as, for example, cash and high-quality fixed income, subject to applicable law and any account-specific considerations.
While our internally managed strategies generally align well with our forward-looking views, and we are familiar with the investment processes as well as the risk and compliance philosophy of the firm, it is important to note that ARFFO receives more overall fees when internally managed strategies are included. We offer the option of choosing to exclude ARFFO managed strategies (other than cash and liquidity products) in certain portfolios.
Certain U.S.-registered funds may be managed by affiliates of ARFFO and may be sub-advised by third parties.
LEGAL ENTITY, BRAND & REGULATORY INFORMATION
In the United States, Ashley & Roy Freeman Family Office LLC is a single-family office. Under U.S. law, family offices manning their own family’s wealth can avoid registering as investment advisers by relying on the “family office” exclusion in the Investment Advisers Act of 1940 (as added by Dodd-Frank) and its implementing SEC rule.
Key authorities: (1) Dodd-Frank Wall Street Reform & Consumer Protection Act, Section 409 (creating new exclusion in Section 202(a)(11)(G) of the Advisers Act); and (2) SEC Rule 202(a)(11)(G)-1 (“Family Office Rule”), adopted June 22, 2011 (effective 60 days after Federal Register publication).
To qualify as an excluded “single-family office,” an entity must meet all three prongs of Rule 202(a)(11)(G)-1: (1) Family-only clients: It provides investment advice solely to “family clients” (lineal family members, their estates/trusts, key employees, family-funded charities, and wholly owned family entities); (2) Wholly owned and controlled: It is 100% owned by family clients and controlled exclusively by family members and/or family entities; and (3) No public “hold-out”: It does not market or hold itself out to the public as an investment adviser. If those conditions are met, the SEC treats the family office as outside the Adviser Act’s registration requirements.
Flamsal Capital LLC, Flamsal Investments LLC, and their affiliates and subsidiaries (collectively “FCFI”) may offer investment products, which may include a funding portal, exempt reporting private fund advisers, private funds, managed investment accounts and custody, as part of their trust and fiduciary services, and brokerage, advisory, and transfer agent accounts and services. These entities may be members of FINRA and SIPC or pending registration. Certain insurance products are made available through Flamsal Ensurance LLC (FE), a licensed insurance agency. In Florida, FCFI and FE are affiliated companies under the common control of ARFFO. Products not available in all states.
RELATED PARTY TRANSACTIONS
1. ARFFO, along with its subsidiaries and affiliates, enters into management services agreements with Headquarters Company LLC (an entity controlled by ARFFO) pursuant to which Headquarters Company LLC will provide managerial services to ARFFO and its subsidiaries and affiliates. In consideration for the services, the various entities, under these agreements and receiving the services, will pay a fee equal to 5% of its total revenue, payable every four weeks for the preceding four weeks in arrears.
2. ARFFO, along with its subsidiaries and affiliates, enters into intellectual property licensing agreements with Headquarters IP LLC and its subsidiaries (HIP) (entities controlled by Headquarters Company LLC). HIP is engaged in the management, protection and development of various intellectual property assets. HIP’s revenues consist of royalties under the intellectual property licensing agreements it has entered into with companies using the various intellectual property assets. Royalties receivable under these agreements are usually calculated as a percentage of the revenues of the licensees, typically subject to minimum guarantees. The consideration for such licensing agreements are payable every four weeks for the preceding four weeks in arrears.
3. ARFFO, along with its subsidiaries and affiliates, enters into professional services agreements with entities owned by or within the professional services networks of Flamsal Accounting LLC and Flamsal Legal LLC, and may include others (entities which may be ultimately minority controlled by ARFFO). These services are provided for a fee at arms-length terms. In terms of auditing and attestation services, excluding any internal audits, an outside accounting firm is engaged.
4. ARFFO, along with its subsidiaries and affiliates, enters into development services agreements with Flamsal Experineering LLC (an entity ultimately controlled by ARFFO) pursuant to which Flamsal Experineering LLC may provide development construction oversight services. In consideration for the services, fees may be paid.
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