BCA is registered with the U.S. Securities and Exchange Commission as a Registered Investment Adviser. President, Brian R. Carruthers, is deeply committed to providing professional, confidential and personalized service for clientele with financial portfolios of $250,000 or more. Currently, BCA manages in excess of $60 million.

California Corporations Code Section 25009

25009

(a) "Investment Adviser" means any person who, for compensation, engages in the business of advising others, either directly or through publications or writings, as to the value of securities or as to the advisability of investing in, purchasing or selling securities, or who, for compensation and as a part of a regular business, publishes analyses or reports concerning securities. "Investment Adviser" does not include:

1. a bank, trust company or savings and loan association;


2. an attorney at law, accountant, engineer or teacher whose performance of these services is solely incidental to the practice of his or her profession;


3. an associated person of an Investment Adviser;


4. a broker-dealer or agent of a broker-dealer whose performance of these services is solely incidental to the conduct of the business of a broker-dealer and who receives no special compensation for them; or


5. a publisher of any bona fide newspaper, news magazine or business or financial publication of general, regular and paid circulation and the agents and servants thereof, but this paragraph (5) does not exclude any such person who engages in any other activity which would constitute that person an Investment Adviser within the meaning of this section.

(b) "Investment Adviser" also includes any person who uses the title "financial planner" and who, for compensation, engages in the business, whether principally or as part of another business, of advising others, either directly or through publications or writings, as to the value of securities or as to the advisability of investing in, purchasing or selling securities, or who, for compensation and as part of a regular business, publishes analyses or reports concerning securities. This subdivision does not apply to:

1. a bank, trust company, or savings and loan association;


2. an attorney at law, accountant, engineer, or teacher whose performance of these services is solely incidental to the practice of his or her profession, so long as these individuals do not use the title "financial planner;"


3. an associated person of an Investment Adviser where the Investment Adviser is licensed or exempt from licensure under this law;


4. an agent of a broker-dealer where the broker-dealer is licensed or exempt from licensure under this law, so long as (A) the performance of these services by the agent is solely incidental to the conduct of the business of the broker-dealer, and (B) the agent receives no special compensation for the performance of these services; or


5. a publisher set forth in paragraph (5) of subdivision (a), so long as the publisher or the agents and servants of the publisher are not engaged in any other activity which would constitute that person an Investment Adviser within the meaning of this section.

25009.1

"Investment Adviser" does not include persons excepted from the definition of "Investment Adviser" by Section 202(a)(11) of the Investment Advisers Act of 1940 (15 U.S.C. 80a-1 et seq., as amended), except that with regard to those persons the commissioner may investigate and bring enforcement actions with respect to fraud and deceit, including and without limitation fraud and deceit under Section 25235, and any rules of the commissioner adopted thereunder.

25009.5

(a) "Investment Adviser representative" or "associated person of an Investment Adviser" means any partner, officer, director of (or a person occupying a similar status or performing similar functions) or other individual, except clerical or ministerial personnel, who is employed by or associated with, or subject to the supervision and control of, an Investment Adviser that has obtained a certificate or that is required to obtain a certificate under this law, and who does any of the following:

1. Makes any recommendations or otherwise renders advice regarding securities.


2. Manages accounts or portfolios of clients.


3. Determines which recommendation or advice regarding securities should be given.


4. Solicits, offers, or negotiates for the sale or sells Investment Advisery services.


5. Supervises employees who perform any of the foregoing.

(b) "Investment Adviser representative" means, with respect to an Investment Adviser subject to Section 25230.1, a person defined as an Investment Adviser representative by Rule 203A-3 of the Securities and Exchange Commission (17 C.F.R. 275.203A-3) and who has a place of business in this state.