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Account No.:

OPENING BALANCE $

[pic]

A Registered Investment Advisor

NCS MANAGED ACCOUNT

18872 MacArthur Blvd. First Floor

Irvine, CA 92612

800-992-5592

NCS Managed Account

Confidential Client Profile and Account Form

NEWPORT COAST SECURITES, INC. Confidential Client Profile and Account Form

I. TYPE OF ACCOUNT

0 Individual

0 Joint Tenants with Rights of Survivorship

0 Joint Tenants in Common

0 Tenants by Entirety

0 Corporation

0 Investment Club

0 Sole Proprietorship

0 Partnership

0 IRA (Traditional)

0 Rollover IRA

0 SEP IRA

0 Roth IRA

0 Custodian

0 Guardian

0 401(k)

0 403(b)

0 Transfer on Death (TOD)

0 Estate

0 Trust

0 Revocable Living Trust

0 U/W/A Will

0 Letter of Conservatorship

0 Community Property

0 Other

II. ACCOUNT INFORMATION

Client Name (Primary)

Date of Birth - - (Month-Day-Year)

Address Mailing Address City State Zip

Legal Address (If different than

mailing address) City State Zip

Telephone No. Daytime ( ) Evening ( )

Email Address Driver’s License No. State of Issuance Exp Date Tax Identification Soc. Sec. No.: - - Tax I.D. No.: - Citizenship U.S. Resident Alien Non-Resident Alien

If Non-Resident Alien, Indicate Country & Passport No.

Marital Status Number of Dependent(s):

Employment Employer Type of Business Position / Title Address City State / Zip

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Client Name (Joint)

Date of Birth - - (Month-Day-Year)

Address Mailing Address City State Zip

Legal Address (If different than

mailing address) City State Zip

Telephone No. Daytime ( ) Evening ( )

Email Address Driver’s License No. State of Issuance Exp Date Tax Identification Soc. Sec. No.: - - Tax I.D. No.: - Citizenship U.S. Resident Alien Non-Resident Alien

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ADVISOR I and ADVISOR II CLIENT AGREEMENT 04-04-07

If Non-Resident Alien, Indicate Country & Passport No.

Marital Status Number of Dependent(s):

Employment Employer Type of Business Position / Title Address City State / Zip

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ANNUAL INCOME – Approximate Annual Income From All Sources: (For Joint Account Check Your Combined Income)

0 Under $25,000 0 $25,000 to $50,000 0 $50,000 to $100,000 0 Over $100,000

Please state amount $

NET WORTH: (Exclusive of Home and Farm)

|0 Under $50,000 |0 $50,000 to $100,000 |0 $100,000 to $500,000 0 $500,000 to $1,000,000 |

|0 Over $1,000,000 |0 Over $5,000,000 |Please state amount $ |

LIQUID NET WORTH: (Including Cash and Securities)

|0 Under $50,000 |0 $50,000 to $100,000 |0 $100,000 to $500,000 0 $500,000 to $1,000,000 |

|0 Over $1,000,000 |0 Over $5,000,000 |Please state amount $ |

TAX BRACKET: 0 15% or Below 0 16% to 28% 0 Over 28%

Highest Level of Education of Primary Client:

III. CLIENT INVESTMENT INFORMATION

A. Do you anticipate significant change of income over the next three years?

0 No 0 Yes (If Yes, explain)

B. For Trust Account:

Specify Type of Trust: (Check All That Applies)

0 Revocable 0 Irrevocable 0 Annuity

0 Standard Trust 0 Net Income Unitrust 0 Net Income Unitrust with Make-Up Provision

What is the anticipated Trust Payout Rate: % The Trust requires that the income distributions come from:

0 Interest & Dividends 0 Corpus 0 Either 0 Both

C. Which best describes the current asset allocation of your total assets:

0 100% Equities / 0% Fixed Income 0 Other Allocation - Please describe:

0 80% Equities / 20% Fixed Income

0 60% Equities / 40% Fixed Income Cash %

0 40% Equities / 60% Fixed Income Bonds %

0 20% Equities / 80% Fixed Income Equities %

0 0% Equities / 100% Fixed Income %

0 0% Equities / 100% Cash =100% D. Please enter the primary client’s level of knowledge in each of the following:

IV. INVESTMENT STRATEGY INFORMATION

(Please complete the following questions as they apply specifically to the assets being considered for this investment strategy proposal)

A. Initial investment amount for this program: $

B. Please describe your goals for these particular assets:

C. NOTE: ACCOUNTS ARE NOT MANAGED FOR CASH FLOW:

Will you require distributions or withdrawals from these assets?

0 No 0 Yes If yes: Amount $

Frequency

D. Do you intend to make additional contributions/deposits?

0 No 0 Yes If yes: Amount $

Frequency

V. INVESTMENT OBJECTIVES AND RISK TOLERANCE

(Please complete the following questions as they apply specifically to the assets being considered for this investment strategy proposal)

A. Your requirement for investment income is:

0 Extremely Important – I need income to meet my daily living expenses

0 Important – I require my investment income to maintain my lifestyle

0 Somewhat Important – Investment income allows me to afford additional discretionary items

0 Somewhat Unimportant – Investment income offers me additional liquidity, though I don’t require the funds

0 Unimportant – My investment strategy is for long-term growth and I have no need for additional income at this time

B. The goal of my investment strategy is to:

0 Maintain full liquidity (cash or equivalents) without having to keep pace with inflation

0 To keep my assets safe, but I wish to keep pace with the inflation rate

0 Receive a moderate return over the rate of inflation

0 Receive a greater than average return to continuously grow my assets

0 Increase my wealth by receiving significantly greater than average returns

C. Please choose one of the following which best describes your investment objective:

0 In Cash or Cash Equivalent assets that seek maximum preservation of value with little or no objective of income or appreciation, nominal volatility can be expected

0 In Income assets that seek a high level of income with little or no objective of capital appreciation, moderate volatility can be expected

0 In Balanced assets that seek both capital appreciation and an investment objective of income, moderate volatility is expected

0 In Growth assets that seek capital appreciation with no current income objective and a substantial allocation to equity type securities, high volatility is expected

0 In Aggressive Growth assets that seek aggressive growth with no current income objective and a full allocation to equity type securities, substantial volatility is expected

D. Please rate your tolerance to investment risk: (1) being the lowest and (10) being the highest

E. When you learn the value of your investments dropped 30%, you:

0 Sell Immediately

0 Sell if it drops further

0 Wait until the value returns and then sell

0 Continue to hold for a long time

0 Buy more

F. Allowing a longer time period for meeting your investment goals makes it more probable you will achieve them. Further, the longer your time horizon, the more the volatility of your portfolio decreases. Given this, what investment time horizon is most appropriate for these assets:

0 1-3 Years 0 3-5 Years 0 5-10 Years 0 10 Years or More

G. Are there any legal, social, tax or other constraints that may be relevant to the management of the portfolio:

H. Are there any limitations to holding specific securities in the portfolio:

I. Is there any additional information about yourself, your current financial status or goals that is pertinent to the management of your portfolio:

VI. AFFILIATIONS

1. 0 I am 0 I am not affiliated with, or work for a stock exchange or a member firm of an exchange or the FINRA.

Please indicate name of firm (if Applicable):

(Notification of your intent to open an account will be sent to your employer in accordance with current regulation.)

2. 0 I am 0 I am not director, 10% shareholder, policymaking executive officer of a publicly traded company.

Please provide name of company (If Applicable):

If you have checked any of the above, please supply account number(s) of other accounts you have with us:

Power of Have you granted trading authorization to someone other than the account owner(s)? Yes No

Attorney If so, please attach the trading authorization unless you have previously provided it to us.

Nature Of Please indicate the relationship between you and your agent (e.g., investment advisor, family member, trustee, etc.):

Relationship

(SIGNATURE PAGE CONTINUED)

X X

Client (Primary) Signature Client (Joint) Signature

Date:

Date:

Investment Advisor Representative Signature Rep No. Date

Branch Manager Signature Date

NCS Managed Account Agreement

This Client Agreement ("Agreement") is entered into by and between Newport Coast Securities, Inc. ("NCS"), a Registered Investment Adviser, registered with the State of California and broker-dealer registered with the SEC and member FINRA/SIPC, ("NCS Investment Advisor Representative” or “IAR”"), NCS's designated Investment Advisor Representative, and

("Client").

Client desires to open a NCS Managed Account (the “Account”) with NCS. Through this managed account, Client becomes a participant in NCS's investment strategies and policies. The management of Client assets in a NCS Managed Account by the IAR is tailored to the investment goals and objectives of the client as determined in the Confidential Client Profile (the "Questionnaire"). NCS allocates Client's assets based on information prepared by Client with the assistance of the IAR.

A. DESCRIPTION OF SERVICE

1. Client authorizes NCS and/or IAR to make all decisions to buy, sell, exchange or hold securities, cash other investments and shares of mutual funds offered through Cor Clearing (“Cor”) for Client’s Account at the discretion of NCS and /or IAR in accordance with Client’s investment policy and without first consulting Client. Mutual fund investments which provide for the payment of 12b-1 distribution fees shall not be purchased for any client which is a pension or other employee benefit plan (including a 401(k) plan) governed by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Client gives NCS and/or IAR full power and authority to carry out these decisions by giving instructions, on Client's behalf, to Cor Clearing ("Cor"), the ("Custodian") for Client's Account.

2. The IAR shall obtain the financial data necessary by completing, with Client, the Questionnaire, secure the Client's signature to this Agreement and periodically review the Client's Account with Client. Client will let NCS and/or IAR know if Client's financial circumstances or investment objectives change in a way that should cause NCS and/or IAR to change how NCS and/or IAR manage Client's Account. NCS and/or IAR are entitled to rely on the accuracy of the information furnished by Client without further investigation. IAR shall communicate all changes in Client's financial circumstances and objectives to NCS. A member of NCS's investment management team shall personally review the Questionnaire as well as personally review all changes in circumstances.

3. The individual circumstances disclosed by the Questionnaire, any special instructions or limits that Client wants NCS and/or IAR to follow in managing Client's Account, and personal interviews shall determine each Client's investment policy. Furthermore, all securities shall be held in the Client's name and Client shall have the right to withdraw any individual security in kind as well as hypothecate or vote any specific security.

4. NCS shall, through a separate agreement with Cor, arrange for the custody of Client's Account with Cor. Client will not be charged for Cor's custodial services, except for usual and customary charges by Cor for retirement and IRA accounts. Cor shall, in any month in which there is activity in Client's Account, provide Client with a monthly statement showing such activity along with a listing of all positions held in the Account at month-end. Client will also receive a confirmation of each transaction that occurs in Client’s Account.

5. The minimum size of a NCS Managed Account shall be $25,000. NCS shall have the further discretion to waive the minimum account size upon opening of the NCS account or to terminate any NCS account which falls below $25,000.

B. DISCRETIONARY AUTHORITY

1. Client delegates to NCS and/or IAR discretionary trading authorization with respect to the purchase and sale of securities included in the Account, the sale of previously purchased securities, and the purchase and sale of shares of mutual funds consistent with the investment policy, if any, approved by Client.

Appointment of Trading Authorization: Client may designate to NCS or IAR discretionary trading authorization for all securities transactions if so indicated below. Such appointment must be completed when a TPA has been selected to manage clients’ NCS account:

(initials) Yes, I hereby designate discretionary trading authorization for all securities in the NCS Account to .

If Client does not choose to designate to NCS or IAR discretionary trading authorization. Client understands that NCS or IAR will manage Client’s account on a non-discretionary basis and will effect transactions only upon instruction from Client.

Client hereby appoints NCS and/or IAR as attorney-in-fact to purchase, sell and trade such shares. NCS and/or IAR will not vote or advise Client about how to vote proxies for securities held in Client's Account. The Custodian shall promptly send Client all proxies and related shareholder communications for the securities held in Client's Account. (If Client is in a plan subject to ERISA, see Section M.5. below.) NCS and/or IAR will not advise Client or act for Client in any legal proceedings, including bankruptcies or class actions, involving securities held for Client's Account or the issuers of those securities.

2. NCS and/or IAR is not authorized to withdraw or transfer any money, securities or property in the name of the Client or otherwise, except as provided above in paragraph B.1., and except as provided for the withdrawal of fees from the account in paragraph C.4. below.

3. Client understands that NCS and IAR may perform advisory services for various other clients, and that these parties may give advice or take actions for these other clients that differs from the advice, timing and action taken for Client's Account. The authority granted herein shall not be impaired or affected by the fact that NCS or IAR may be buying or selling for its own account or under similar discretionary authority for others. Further, NCS and IAR are not obligated to purchase, sell or recommend for purchase any security that NCS or IAR may purchase, sell or recommend for any client or purchase or sell in their own account.

4. If NCS and/or IAR obtain material, non-public information about a security or its issuer that NCS and/or IAR may not lawfully use or disclose, NCS and/or IAR will have no obligation to disclose the information to Client or use it for Client's benefit.

5. In no event will NCS or IAR be obligated to effect any transaction for Client which it believes will violate any applicable state or federal law, rule or regulation, or the rules or regulations of any regulatory or self-regulatory body.

C. MANAGEMENT FEES

1. Client agrees to pay the annualized management fee ("Fee") stated on Schedule A which is attached to and is part of this Agreement. The Fee is payable quarterly in arrears within 15 business days of after end of the calendar quarter. The Fee is calculated on the last business day of each month based upon the assets under management in the NCS Account during the month, as valued by independent pricing services, whenever available, or obtained in good faith through other customarily acceptable sources and reflected on the Client’s statement.

The initial Fee payment is prorated based upon the number of days remaining in the quarter from the date the NCS Account is opened and is payable within 15 business days after the end of the first

full calendar quarter in which the NCS account is open. The Fees are automatically deducted by

Cor from Client’s Account and are shown on Client’s account statements.

Client’s Account will be assessed a Transaction Charge (ticket charge) in the amount of $19.50 for securities transactions effected in the Account. Transaction Charges are separate and distinct from Fees and are charged when a transaction occurs in the NCS account. Transaction Charges are automatically deducted from Client's NCS account and are shown on Client's transaction confirmations. The Managed Account advisor platform fee shall also be charged to Client’s Account on a quarterly basis at the flat rate of $18.75 per quarter.

Certain mutual funds purchased in the NCS account may incur the standard and typical sales charge as disclosed in the prospectus of the mutual fund upon initial investment in the mutual fund. The NCS account Fee is separate from any management fees or expenses charged to all shareholders of a mutual fund, which are described in the fund's prospectus.

Client, except an ERISA plan client, may also incur certain charges imposed by third parties in connection with investments made through the Client’s Account, including but not limited to mutual fund 12b-1 distribution fees, certain deferred sales charges on previously purchased mutual funds and IRA and Qualified Plan fees.

A Client account held on NCS’s advisory platform in which NCS and/or IAR make available to client investment strategy modeling, periodic account review and rebalancing, and quarterly performance reporting shall be charged a custodial platform fee of .15% of assets under management in the Client Account on a quarterly basis.

2. Client may elect to have the NCS Account managed by a independent Third Party Advisor (“TPA”) so designated on Schedule A. TPA management fees shall be payable in accordance with the TPA’s client agreement and deducted from client’s NCS account pursuant to written instructions delivered by the TPA.

3. Client specifically authorizes Cor to deduct all Fees from Client's Account when due in accordance with paragraph C.1. above, and all applicable laws. Client will receive notification of the payment of all Fees on the Client's periodic account statement.

D. DISCLOSURES

1. Client acknowledges that NCS and IAR share all Fees paid by Client. NCS receives a portion of the fee for establishing and implementing the investment policy and providing monthly statements through Cor. IAR receives the balance of the Fee for assisting Client in completing the Questionnaire, developing the initial policy recommendation and managing the ongoing Client relationship. NCS may pay a portion of the fee to any TPA designated by client to manage the Client’s Account.

2. Client acknowledges that each mutual fund includes separate investment management fees and incurs other expenses such as custodian fees, distribution expenses and trading commissions. Client also acknowledges that Client can purchase shares of the selected mutual funds directly without incurring the investment advisory fees provided for in this Agreement.

3. Client acknowledges and directs that all securities transactions be effected through NCS and cleared through Cor. Client understands that by directing securities transactions to be effected through NCS, NCS will not seek to obtain potentially better overall executions, including more favorable prices and lower commission rates which might be available through other broker- dealers.

4. Client acknowledges that NCS and IAR are acting as both investment adviser and broker-dealer for the NCS account and is receiving compensation for acting in both capacities. NCS and IAR have a fiduciary duty to provide Client with unbiased advice, but also have a self-interest in receiving any Fees and charge transactions effected. As a result, a conflict of interest exists that could affect the

objectivity of recommendations by NCS and IAR. Client further acknowledges that NCS and IAR's recommendations are limited to securities offered through Newport Coast Securities and that other suitable securities and investment products may be available through other broker-dealers.

5. The Client acknowledges receipt of Schedule A, NCS’s privacy policy and a copy of NCS's Form

ADV, Part II:

(Initial)

(a) at least 48 hours prior to signing this Agreement. (b) upon signing this Agreement.

E. LIMITATION OF LIABILITY

1. NCS and IAR have separate and distinct duties under this Agreement. IAR is responsible to Client for setting the investment policy, selecting securities to implement the policy, unless trading authorization has been granted to a TPA, and reporting to Client on the performance of the securities selected. IAR is responsible for assisting Client in completing the Questionnaire, managing the Client's Account and the ongoing Client relationship.

2. Except as may otherwise be provided by law, NCS and/or IAR will not be liable to Client for any loss (i) that Client may suffer as a result of good faith decisions or actions where NCS and/or IAR exercise the degree of care, skill, prudence and diligence that a prudent person acting in a like capacity would use; (ii) caused by following Client's instructions; or (iii) caused by PFS or any other person. Federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith, and this Agreement does not waive or limit Client's rights under those laws.

3. Client acknowledges that neither NCS nor IAR shall be liable for any act or omission of the other or its agents or employees.

4. NCS and/or IAR cannot guarantee the future performance of Client's Account, promise any specific level of performance or promise that investment decisions, strategies or overall management of Client's Account will be successful. The investment decisions NCS and/or IAR will make for Client are subject to various market, currency, economic, political and business risks, and will not necessarily be profitable.

In managing the Account, NCS and/or IAR will not consider any other securities, cash, or other investments or assets Client own for diversification or other purposes. NCS and/or IAR will have no responsibility whatsoever for the management of any of Client's assets other than the Account and shall incur no liability for any loss or damage which may result from the management of such other assets.

5. Neither NCS nor IAR shall have any liability for Client's failure to inform NCS or IAR in a timely manner of any material change in Client's financial circumstances which might affect the manner in which Client's assets are invested, or to provide NCS or IAR with any information relating to Client's financial status as may reasonably be requested.

F. ASSIGNMENT/TERMINATION

1. This Agreement may not be assigned (within the meaning of the Investment Advisers Act of 1940 (the “Advisers Act”) or transferred in any manner by any party without the written consent of all parties hereto, and the powers conferred upon NCS hereunder shall not be affected by any subsequent disability or incompetence of Client.

2 The grant of discretionary authority made in paragraph B.1. above is continuing and shall remain in full force and effect and be relied upon until NCS receives a written termination notice. Upon receipt of a written termination notice, this Agreement is deemed terminated subject to the provisions of this Section F.

3. Client will have five business days after execution of this Agreement ("five-day period") to terminate the Agreement without penalty and receive a full refund of fees paid, if any. If Client terminates the Agreement after the five-day period during the initial quarter in which the NCS Account was opened, Client’s Account will be charged a prorated quarterly Fee based upon the number of days assets were managed during the period up to and including the Termination Date.

Upon receipt of written termination notice, NCS will advise Cor to deliver shares held in the account as instructed by Client unless Client requests that the account be liquidated. NCS will initiate instructions to deliver funds and/or securities, or process account transfer instructions, within two weeks of Client's written request. If a NCS account is to be liquidated as a result of a termination notice, NCS will have a period of 72 hours to begin liquidations. Proceeds will be payable to Client upon settlement of all transactions in the account subject to the provisions of this Paragraph F.3.

In the event Client’s Account falls below the required minimum account size of $25,000, Client understands that NCS and IAR may terminate Account and this Agreement in accordance with the provisions of this Paragraph F.3.

Client acknowledges and understands that on liquidation of the NCS account, Client may experience a taxable gain or loss. Client agrees to seek independent tax advice and specifically releases NCS and IAR from any responsibility for tax consequences on liquidation of Client’s Account.

4. This Agreement will continue in effect until Client or NCS and/or IAR terminate it. Termination of this Agreement will not affect (i) the validity of any action NCS and/or IAR have previously taken; (ii) Client's or NCS's liabilities or obligations for transactions started before termination; or (iii) Client's obligation to pay the Fee through the date of termination. Upon termination, NCS and/or IAR will have no obligation to recommend or take any action with regard to the securities, cash or other investments in Client's Account.

5. The provisions of section E,G,I and J shall be deemed to survive termination of this Agreement.

G. CONFIDENTIALITY

None of the information and data that Client provides to NCS and IAR will be disclosed by NCS or IAR to any other non-related firm, person or entity without prior consent of Client, unless such disclosure is required by law.

H. SEVERABILITY

If any provision of this Agreement shall be held or made non-enforceable by a statute, rule, regulation, decision of a tribunal or otherwise, such provision shall be automatically reformed and construed so as to be valid, operative and enforceable to the maximum extent permitted by law or equity while most nearly preserving its original intent. The invalidity of any part of this Agreement shall not render invalid the remainder of this Agreement and to that extent the Provision of this Agreement shall be deemed to be severable. The captions in this Agreement are included for convenience of reference only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect.

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I. GOVERNING LAW

This Agreement shall be construed under the laws of the State of California without regard to choice of law provisions, in a manner consistent with the Investment Advisers Act of 1940 ("Advisers Act") and the rules and regulations of the Securities and Exchange Commission there under, and, if applicable, ERISA and any rule or order of the Department of Labor under ERISA.

J. ARBITRATION

THIS AGREEMENT IS SUBJECT TO A PRE-DISPUTE ARBITRATION CLAUSE ON PAGE

10. In connection with the following agreement to arbitrate, Client understands that:

ALL PARTIES TO THIS AGREEMENT ARE GIVING UP THE RIGHT TO SUE EACH OTHER IN COURT, INCLUDING THE RIGHT TO A TRIAL BY JURY, EXCEPT AS PROVIDED BY THE RULES OF THE ARBITRATION FORUM IN WHICH A CLAIM IS FILED.

ARBITRATION AWARDS ARE GENERALLY FINAL AND BINDING; A PARTY’S ABILITY TO HAVE A COURT REVERSE OR MODIFY AN ARBITRATION AWARD IS VERY LIMITED;

THE ABILITY OF THE PARTIES TO OBTAIN DOCUMENTS, WITNESS STATEMENTS AND OTHER DISCOVERY IS GENERALLY MORE LIMITED IN ARBITRATION THAN IN COURT PROCEEDINGS;

THE ARBITRATORS DO NOT HAVE TO EXPLAIN THE REASON(S) FOR THEIR AWARD.

THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF ARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY.

THE RULES OF SOME ARBITRATION FORUMS MAY IMPOSE TIME LIMITS FOR BRINGING A CLAIM IN ARBITRATION. IN SOME CASES, A CLAIM THAT IS INELIGIBLE FOR ARBITRATION MAY BE BROUGHT IN COURT.

THE RULES OF THE ARBITRATION FORUM IN WHICH THE CLAIM IS FILED, AND ANY AMENDMENTS THERETO, SHALL BE INCORPORATED INTO THIS AGREEMENT..

Subject to the above disclosures, Client agrees that any and all controversies that may arise between or among Client and NCS and/or IAR concerning Client's Account, any transaction or construction, performance or breach of this or any other agreement between Client and NCS and/or IAR, whether entered into prior, or subsequent to the date hereof, will be decided by arbitration. Any arbitration under this Agreement will be decided before the FINRA in accordance with FINRA rules. Judgment on arbitration awards may be entered in any court, state or federal, having jurisdiction. Notwithstanding the foregoing, no person will bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in a court a putative class action, who is a member of the putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until (a) the class certification is denied; (b) the class is decertified; or (c) Client is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate will not constitute a waiver of any right under this Agreement except to the extent stated in this Agreement.

K. NOTICES

All written notices to any party under this Agreement shall be sent to such party by first class mail or facsimile transmission at NCS's address set forth below, and the Client's address as set forth on the Signature Page hereof, or such other address as such party may designate in writing to the other: Newport Coast Securities, Inc., 18872 MacArthur Blvd. First Floor Irvine, CA 92612, Phone: (800) 992-5592.

L. AUTHORITY

By signing this Agreement, Client represents to NCS and IAR that Client has the legal authority and capacity to hire NCS and IAR to manage the assets in Client's Account.

M. RETIREMENT or EMPLOYEE BENEFIT PLAN ACCOUNTS

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Notwithstanding anything herein to the contrary, this Section VIII applies if the account is for (a) a pension or other employee benefit plan (including a 401(k) plan) governed by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (b) a tax-qualified retirement plan (including a Keogh plan) under section 401(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and not covered by ERISA; or (c) an individual retirement account (“IRA”) under Section 408 of the Code.

1. Advisory services may be provided to a Client subject to ERISA at the sole discretion of NCS and the IAR must be specifically authorized to provide such services by NCS.

2. If the account is for a plan subject to ERISA:

a. Client appoints NCS and/or IAR who accept their appointment, as an “investment manager” for purposes of ERISA and the Code, and both NCS and IAR acknowledge that they are a “fiduciary” within the meaning of Section 3(21) of ERISA and Section 4975(e)(3) of the Code. NCS represents that it is registered as an investment adviser under the Advisers Act.

b. Client will not incur certain charges which may be imposed by third parties in connection with investments made through the NCS account, including but not limited to mutual funds

12b-1 distribution fees.

3. Client represents that NCS and/or IAR has been furnished true and complete copies of all documents establishing and governing the plan and evidencing Client’s authority to retain NCS and/or IAR. Client will furnish promptly to NCS and/or IAR any amendments to the plan, and Client agrees that, if any amendment affects the rights or obligations of NCS and/or IAR, such amendments will be binding on NCS and/or IAR when agreed to by NCS and IAR in writing. If the account contains only a part of the assets of the plan, Client understands that NCS and/or IAR will have no responsibility for the diversification of all of the plan’s investments, and that NCS and IAR will have no duty, responsibility or liability for client assets that are not in the account. If ERISA or other applicable law requires bonding with respect to the assets in the account, Client will obtain and maintain at its expense bonding that satisfies this requirement and covers NCS and IAR.

4. In accordance with PTE 86-128, as adopted by the Department of Labor, NCS and will send to Client the following reports regarding all trades: (i) a quarterly report disclosing the total amount of transaction related charges that are retained by NCS and the total amount of transaction related charges paid to other persons, if any, (ii) an annual report disclosing the total amount of transaction related charges, the total amount of transaction related charges that are retained by NCS and paid to other persons, a description of brokerage placement practices if they have materially changed during the relevant year, and the portfolio turnover ratio for the account computed in accordance with PTE 86-128. Client acknowledges and represents that, not more than three months before the date hereof, Client has received copies of (i) PTE 86-128; (ii) the termination form attached hereto as Schedule B; and (iii) any other information that Client reasonably believes to be necessary to determine whether to authorize the securities transactions contemplated by Section I.

5. Proxy Voting. The Client agrees that NCS and/or IAR will not vote or give any advice about how to vote proxies for securities held in the Account. If the Account is for a pension or other employee benefit plan governed by ERISA, Client directs NCS and/or IAR not to vote proxies for securities held in the Account because the right to vote such proxies has been expressly reserved to (check one - ERISA accounts only):

The Plan’s trustees, or

The following fiduciary .

N. AMENDMENTS

This Agreement may be amended at any time in writing executed on behalf of NCS and Client except for amendments to the fee schedule in Schedule A, which NCS may amend on 30 days’ written notice to Client.

THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE ON PAGE 10. CLIENT ACKNOWLEDGES RECEIVING A COPY OF THIS AGREEMENT, NCS’S PRIVACY POLICY AND A COPY OF NCS FORM ADV, PART II.

MANAGEMENT FEE: The initial annual Fee is

%. Client acknowledges that Fees will be charged in

accordance with the attached Schedule A.

Agreed to on this day of , 200 .

Client Signature Client Signature

Client Name (Print) Client Name (Print)

Client Address

City, State, Zip

Client Email Address:

IAR Signature

ACCEPTED BY NEWPORT COAST SECURITIES, INC.:

By:

Date:

(Client’s Initial)

Schedule A - Fees

NCS MANAGED ACCOUNT Annual Management Fee Schedule

|Assets Under | Standard | Actual |

|Management |Annual Fee |Client Fee = Advisor Fee + TPA* Fee + Platform Fee* |

|$ 25,000-$ 250,000 |2.75% | % | % | % |0.15 % |

|$ 250,001-$ 750,000 |2.50% | % | % | % |0.10 % |

|$ 750,001-$2,000,000 |2.00% | % | % | % |0.10 % |

|$2,000,000+ |1.50% | % | % | % |0.07 % |

*Applicable when TPA is selected For IAR managed accounts, if none the TPA fee above is zero

Transaction Charges

The Account will be charged a $7.50 transaction fee incurred for each transaction and shown on the Client transaction confirmation.

Performance Reporting Fee

When the Client’s Account is held on NCS’s advisory platform, each account will be charged a $75.00 annual performance-reporting fee. This fee will be deducted from the client’s account on a quarterly basis at a rate of

$18.75. The NCS Advisory platform provides consolidated quarterly performance reports and statements. This is not optional. To establish an advisory account the account must reside on the platform for regulatory and

compliance monitoring as well as for performance calculation, report generation, and web access. Performance

reports will be sent to clients via e-mail. If no e-mail address is provided the quarterly performance statements

will be mailed to the client using U.S.P.S.

Third Party Advisor Fee Schedule (Optional)

(initial)

Client has selected a Third Party Advisor ("TPA") to manage the NCS account and authorized management fees to be paid in accordance with the TPA client Agreement. When a third party advisor (TPA) is selected, a portion of the TPA fee will be retained by NCS for due diligence, monitoring, and administration which are specified in the TPA client agreement. NOTE: A copy of the TPA client agreement executed by client must be attached.

NEWPORT COAST SECURITIES, INC. PRIVACY POLICY

Our Commitment to Your Privacy: It is the policy of Newport Coast Securities, Inc. to protect the confidentiality and security of information we collect about our customers. Non-public information (“Information”) about you will not be shared with third parties without your consent, except for the specified purposes described below. This notice describes the Information we may gather from you and the circumstances under which we may share it.

Why We Collect and How We Use Information: Newport Coast Securities, Inc. limits the collection and use of Information to the minimum required to offer and deliver products and services to you. Such services include maintaining your account(s), processing transactions and administering our business.

How We Gather Information: We get most Information directly from you, when you apply for, access and use financial products and services offered by Newport Coast Securities, Inc., whether in person, by telephone or electronically. We may verify this information or get additional information from consumer reporting agencies or public sources. This Information may relate to your finances, employment, avocations or other personal characteristics, as well as transactions and interactions with our clearing firm, others or us.

How We Protect Information: Our employees are required to protect the confidentiality of Information and to comply with established policies. They may access Information only when there is an appropriate reason to do so, such as to administer our products and services. We also maintain physical, electronic and procedural safeguards to protect Information that comply with applicable laws.

Disclosure of Information: We may disclose any Information to, or as directed by our clearing firm, or when we believe it necessary for the conduct of our business, or where required by law. Information may be disclosed for audit and research purposes, to attorneys or other professionals, or to law enforcement and regulatory agencies, for example, to help us prevent fraud or money laundering. In addition, we may disclose Information to third party service providers, (i) to enable them to provide business services for us and our clearing firm, such as performing computer related or data maintenance or processing of services, (ii) to facilitate the processing of transactions requested by you. We will not make any disclosures of Information to other companies who may want to sell their products or services to you. We do not sell customer lists, and we will not sell your name to another company for marketing purposes. It is the policy of Newport Coast Securities, Inc. to require all third parties, other than our clearing firm or product providers, that receive Information to sign strict confidentiality agreements. If you decide to close your account(s) or become an inactive customer, we will adhere to the privacy policies and practices as described in this notice.

What Are My Rights To Opt Out of Disclosure, and How Can I Exercise Them: In certain circumstances, the law allows you to “opt out” of our sharing nonpublic personal information about you with affiliated and non-affiliated companies; that is, you may direct us not to make such disclosures. We do not currently share information about you with any affiliate or third party that triggers this “opt out” right; therefore, there is no need for you to “opt out”. If in the future we desire to disclose your information in a way that is inconsistent with this policy, we will notify you in advance and provide you with the opportunity to “opt out” of such disclosure.

Access To and Correction of Information: Please contact our Compliance Department at 800-456-2578 if you desire to review any file we may maintain of your personal Information or if you have any questions regarding this policy. If you notify us that the Information is incorrect, we will review it and amend our records if appropriate. If we do not agree that the Information is incorrect, you may submit a short statement of dispute, which we will include in future disclosures of the disputed information. Information collected in connection with, or in anticipation of, any claim or legal proceeding will not be made available.

We reserve the right to change this Privacy Policy. The examples contained within this Policy are illustrations, and they are not intended to be exclusive. This notice complies with SEC regulations regarding consumer privacy. You may have additional rights under other foreign or domestic laws that may apply to you.

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