TPN Investment Adviser Written Supervisory Procedures. December 2006

Transcription

1 TPN Investment Adviser Written Supervisory Procedures December 2006

2 TABLE OF CONTENTS I. Introduction 1 A. Compliance Program Policy 1 1. Compliance Program 2. Compliance Manual 3. Chief Compliance Officer B. Annual Review Requirement 2 1. Rule 206(4)-7 2. Annual and Periodic Testing 3. Annual Compliance Report C. Recordkeeping 3 D. Amendments 3 II. TPN Investment Adviser Compliance Overview 4 A. Supervisory Structure 4 B. Fiduciary Responsibility 4 C. Types Of TPN Advisory Program Accounts and Services 4 1. Investment Supervisory Services for continuous monitoring of investment portfolios 2. Third Party Asset Managers 3. Financial Planning and Consulting Services D. Types Of IAAs 5 1. TPN IAAs 2. IAA-Only Affiliates E. Ethical Considerations And Conflicts Of Interest 5 F. SEC Rule 3a-4 6 III. Registration And Compliance 7 A. TPN Registration 7 B. IAA Registration 7 C. Dual Registration 7 D. Split Advisory Business 8 E. Suitability 8 F. Discretionary Authority 8 G. Office Examinations 8 H. Complaints 8 I. Advertising/Sales Literature/Business Cards and Letterhead 9 J. Cold Calling Restrictions 9 K. Quarterly Personal Securities Transactions 9 L. Acknowledgement of IAA Compliance Guide and Code of Ethics 10 IV. Account Review And Supervision 11

3 A. Account Review Overview 11 B. Account Review Policy 2. Review Procedures C. Financial Planning and Consulting Services Review 13 V. Operational And Administrative Guidelines 14 A. Account Opening Procedures 14 B. Documentation New Account Form 2. TPN Investment Advisory Agreement 3. TPN New Account Checklist 4. TPN Form ADV Part II 5. TPN Privacy Policy 6. Investment Policy Statement C. Quarterly Performance or Summary Reports 15 D. Termination of TPN Accounts 16 E. Additional Compensation 16 F. Administration and Recordkeeping Form ADV Amendments 2. Investment Advisory Agreement Amendments 3. Annual Offer of TPN Form ADV Part II 4. Annual Delivery of TPN Privacy Policy 5. Recordkeeping Requirements VI. Custody 18 A. Custody Rule Requirements 18 B. Custody Policy Billing Statements Sent to Clients 2. Detailed Billing Statements 3. Quarterly Billing 4. Client Review C. IAAs and the Custody Policy 19 D. Books and Records Requirements Journal, Ledger, or Other Records 2. Confirmations 3. Other Records VII. Trading Policies And Procedures 21 A. Prohibited Products and Transactions 21 B. Illiquid Investments 21 C. Double Dipping 21 D. Block Trading 21 E. Option Trading 21

4 VIII. Aggregation And Allocation Policies And Procedures 22 IX. Soft-Dollar Policies And Procedures 23 X. Best Execution Policies And Procedures 24 XI. Research Policies And Procedures 25 XII. Marketing Policies And Procedures 26 A. Overview 26 B. Regulations 26 C. Policy 26 D. Corporate Publications and Reviews 26 E. Performance Advertising 26 F. Advertising and Pre-Approval 26 XIII. Solicitors 28 XIV. Proxy Voting Policies And Procedures 29 A. Introduction 29 B. Applicable Law 29 C. No Voting of Proxies Prohibition on Providing Advice 2. Proxy Distribution to Clients. D. TPAM Programs 29 E. ERISA Accounts 30 F. Review 30 G. Policy Disclosure 30 H. Books and Records 30 I. Summary 31 XV. Disaster Recovery Plan 32 XVI. Privacy Policies And Procedures 33 Exhibit A. Summary Description Of Proxy Voting Policies And Procedures 34

5 I. INTRODUCTION A. Compliance Program Policy 1. Compliance Program On December 17, 2003, the U.S. Securities and Exchange Commission ( SEC ) adopted Rule 206(4)-7 under the Investment Advisers Act of 1940, as amended ( Advisers Act ) which requires each registered investment adviser to (a) adopt written policies and procedures designed to prevent violations of the federal securities laws, (b) appoint a chief compliance officer to administer those policies and procedures, and (c) review those policies and procedures on an annual basis to determine the adequacy and effectiveness of their implementation. In addition, amendments to Rule requires advisers, to maintain copies of all policies and procedures that are in effect or were in effect at any time during the last five (5) years. 2. Compliance Manual To insure compliance with the Advisers Act and related laws and rules of federal and state governments, The Planners Network ( TPN ) has developed these Investment Adviser Written Supervisory Procedures ("WSPs") and requires that certain TPN home office personnel, employees, officers, and directors to have read, and acknowledge that he or she has read, the provisions of the WSPs applicable to him or her as specified below. Specific compliance requirements related to investment adviser affiliates ( IAAs ) are contained in the Investment Adviser Affiliate Compliance Guide ( IAA Compliance Guide ). 3. Chief Compliance Officer (a) Appointment of Chief Compliance Officer. TPN has appointed Tom Wolf to serve as its Chief Compliance Officer (also referred to herein as the Chief Compliance Officer or CCO ). The Chief Compliance Officer reports to the President of TPN. (b) Role of Chief Compliance Officer. The Chief Compliance Officer shall head the TPN RIA compliance task. The CCO, or his/her designee, is responsible for administering, monitoring and enforcing TPN s investment adviser compliance program, in accordance with Rule 206 (4)-7. In addition, the CCO will be responsible for conducting a review of TPN s compliance program, no less frequently than annually, in order to assess the adequacy of TPN s policies and procedures and the effectiveness of their implementation. At a minimum, the CCO should evaluate whether the policies and procedures adequately address the following issues, to the extent that they are applicable to TPN: 1

6 Portfolio management processes, including allocation of investment opportunities among clients, the consistency of portfolios with clients investment objectives, and disclosures by the adviser; Trading practices, including best execution, soft dollars, and allocation and aggregation of trades; Personal and proprietary trading; Custody; Recordkeeping, including ; Marketing and advertising, including performance and the use of solicitors; Privacy; Disaster recovery; and Portfolio valuation. B. Annual Review Requirement 1. Rule 206(4)-7 In addition to adopting written compliance policies and procedures, Rule 206(4)-7 requires each investment adviser to review those policies and procedures on an annual basis to determine the adequacy and effectiveness of their implementation. The SEC has stated that an adviser should consider any developments that might suggest a need to revise the policies and procedures. For example, the SEC suggested considering the following points in the course of the annual review of a firm s compliance policies and procedures: Compliance matters that arose during the previous year; Changes in the business activities of the investment adviser or its affiliates; and Any changes in the law or applicable regulations that might suggest a need to revise the policies and procedures. 2. Annual and Periodic Testing The CCO, or his/her designee, shall periodically, not less than annually, test the effectiveness of the compliance program and its policies and procedures. This test should include a review of random sampling of appropriate material. TPN may also engage a third-party compliance expert to conduct the annual review. 3. Annual Compliance Report The CCO of TPN, or its third party compliance expert, shall report the findings of the annual review to TPN s President. The report must address, at a minimum, the following areas: The operation of the policies and procedures of TPN since the last report; 2

7 Any material changes to the policies and procedures since the last report; Any recommendations for material changes to the policies and procedures as a result of the annual review; and Any material compliance matters since the date of the last report. A material compliance matter generally will include: (a) (b) (c) A violation of the federal securities laws by TPN (or Officers, Directors, Employees, or IAAs); A violation of the policies and procedures of TPN; or A weakness in the design or implementation of the policies and procedures of TPN. This report shall be provided to the President of TPN for his/her review on an annual basis. C. Recordkeeping As required by Rule 204-2, TPN shall maintain copies of all policies and procedures that are in effect or were in effect at any time in the last five years. Additionally, TPN shall keep any records documenting the annual review. Such records shall include the following: Identification of the individuals responsible for conducting the annual review; Beginning and ending dates of the review; Copies of policies and/or lists of compliance risk areas that were reviewed; Notes from interviews conducted; and Reports from third parties conducting compliance reviews. D. Amendments If the TPN CCO discovers an area of compliance risk, for which TPN has deficient policies and procedures, the CCO should promptly take steps to amend the WSPs to amend such procedures. For instance, the Chief Compliance Officer will consider whether any new compliance issues have arisen as a result of any of the following events: The marketing and/or launching of new products or services; The establishment of any new business relationships; and/or Mergers or affiliations with any new business entities. In addition, the CCO should monitor the federal and states securities laws and regulations for any new statutes or regulations that may be applicable to their business and lead to additional areas of compliance risk. Any amendment to the WSPs will be distributed internally to the appropriate personnel, employees, officers and directors of TPN. 3

8 II. TPN INVESTMENT ADVISER COMPLIANCE OVERVIEW A. Supervisory Structure These WSPs set forth the internal written supervisory procedures for TPN and its home office personnel/employees, officers, directors, and IAAs with respect to TPN s investment advisory activities, and are to be used in conjunction with the TPN IAA Compliance Guide, incorporated herein by reference. TPN is registered as an investment adviser ( IA ) with the SEC pursuant to the Advisers Act and is notice-filed in all applicable states in accordance with the National Securities Markets Improvement Act ( NSMIA ). TPN advisory services may only be offered and provided by TPN IAAs. TPN IAAs are registered as associated persons of TPN's IA. TPN IAAs are primarily supervised by the CCO. B. Fiduciary Responsibility Under federal and state law, an IA is a fiduciary that owes a duty of undivided loyalty to each advisory client. This fiduciary duty requires that the IA act solely in each client s best interest and that the IA make full and fair disclosure of all material facts relating to the handling of client affairs. An IA may not generally engage in any activity that conflicts with the interests of the IA s clients. An IA's fiduciary duty to its clients requires, among other things, that the IA provide clients with objective and impartial advice. In this regard, it is particularly important that an IA, in the exercise of its fiduciary duty, make recommendations that are suitable to the client's needs based on the client's financial circumstances and investment objectives, among other factors. An IA must have reasonable and independent basis for rendering investment advice to clients and must attempt to obtain best execution for all securities transactions affected on a client's behalf. Breach of an IA s fiduciary duty is a violation of federal and state law, and may lead to serious administrative, civil, or criminal liability. C. Types of TPN Advisory Program Accounts and Services TPN offers several types of advisory programs and services through its IAAs. For a full description of the types of accounts and services, please refer to Part II of TPN's Form ADV. The primary types of advisory programs or services available through TPN are described below. 1. Investment Supervisory Services for continuous monitoring of investment portfolios Tom to insert text In its capacity as an investment adviser, TPN affiliates enter into agreements with clients for the management of client assets. The TPN home office maintains the appropriate records regarding these agreements. The TPN affiliates maintain all the relevant detailed 4

9 records regarding the management of the investments. The minimum account size is determined by the respective advisory affiliate. Each affiliate will disclose the details of how their supervision services are implemented in their Affiliate Disclosure Document (Schedule F) 2. Third Party Asset Managers In its capacity as a cash solicitor or an investment adviser, depending on the structure of the program selected by the client, TPN enters into agreements with the sponsors of Third Party Asset Manager ( TPAM ) programs that offer access to professional third-party money managers that manage client assets. The TPN home office maintains the current list of approved TPAMs. All TPAMs must meet TPN due diligence criteria relating to, among other things, years of experience and disciplinary history. TPN primarily uses TPN and National Planning Holdings to perform the due diligence review prior to a TPAM being placed on the approved list. The minimum account size is determined by the respective TPAM. TPN and its IAAs will either share in the client s management fee with the TPAM, or charge clients separate management fees for their respective services, as more thoroughly described in the Selling Agreement with the program sponsor, the program Client Agreement signed by the client, and each program sponsor s respective Form ADV Part II or Disclosure Brochure. Please refer to the current version of the IAA Compliance Guide or the Investment Advisory procedures for additional information. The clients assets will be custodied with the appropriate program sponsor. 3. Financial Planning and Consulting Services TPN, through its IAAs, offers financial planning and consulting services to its advisory clients. The specific financial planning or consulting services provided by TPN and its IAAs to clients vary with the needs and circumstances of each individual client relationship. In general, financial planning and consulting services offered by TPN may include, but are not necessarily limited to, providing investment advice on one or more of the following topics: investments and/or securities recommendations, evaluation of current financial circumstances or assets, estate planning, retirement planning, budget planning, insurance planning, major purchases, and education planning. Please refer to the current version of the IAA Compliance Guide for additional information. D. Types of IAAs 1. TPN IAAs All TPN IAAs are independently approved by the CCO as investment adviser affiliates. All, or substantially all, IAAs are also registered representatives of a National Planning Corporation ( NPC ). The CCO will generally rely on a background check conducted by NPC for each person seeking to become an NPC registered representative and a TPN IAA. 2. IAA-Only Affiliates 5

10 TPN may accept affiliates in an adviser-only capacity. IAA-Only affiliates must be registered as IAAs with TPN. IAA-Only affiliates will be prohibited from receiving any compensation not derived specifically from investment advisory services, including commissions, mutual fund 12b-1 fees and trails. E. Ethical Considerations and Conflicts of Interest In providing investment advisory and asset management services, TPN and IAAs will abide by honest and ethical business practices including, but not limited to: TPN and IAAs will not induce trading in a client's account that is excessive in size or frequency in view of the financial resources or character of the account. TPN and IAAs will make recommendations with reasonable grounds to believe that the recommendations are suitable for the client on the basis of information furnished by the client. TPN and IAAs will place discretionary orders only after obtaining the client s signature on the TPN Investment Advisory Agreement. TPN and IAAs will not borrow money or securities from, or lend money or securities to, a client. TPN and IAAs will not place an order for the purchase or sale of a security if the security is not registered, or the security or transaction is not exempt from registration in the specific state. TPN and IAAs will adhere to strict guidelines regarding prohibited transactions as specified in the TPN IAA Compliance Guide. TPN and IAAs will make every attempt to obtain the best execution possible. IAAs may aggregate securities transactions for clients (block trading) for the purpose of improving the quality of execution for all clients involved. TPN IAAs will allocate securities in a manner that is fair and equitable to all clients. IAAs will not affect agency cross transactions or principal transactions for advisory client accounts. F. SEC Rule 3a-4 It is TPN policy that all clients in TPN advisor managed accounts receive personalized investment advice. While it is acceptable for IAAs to make use of model portfolios or other research tools as a guide for selecting investments for advisor managed accounts, it is important that steps be taken to avoid inadvertently creating an unregistered investment company ( Investment Company ), in violation of the Investment Company Act of 1940, as amended. 6

11 SEC Rule 3a-4 is a non-exclusive safe harbor from the definition of an Investment Company for investment advisory programs that provide discretionary investment advisory services to clients. Under Rule 3a-4, an investment adviser and its IAAs providing discretionary advisory services to client will not be deemed to be operating an Investment Company if specific conditions are satisfied. Refer to the IAA Compliance Guide for a description of each condition. 7

12 III. REGISTRATION AND COMPLIANCE A. TPN Registration TPN is registered as an Investment Adviser with the SEC, and submits notice filings and noticefiling fees to each state in which it conducts advisory business, as may be required by the respective states. The TPN CCO, or his/her designee, maintains its SEC registration and submits notice filings via the Investment Adviser Registration Depository ( IARD ). TPN amends its Form ADV Parts I and II and related Schedules promptly following a material change to the information contained therein. Every SEC registered investment adviser is required to file an amended Form ADV with the SEC within 90 days of the end of its fiscal year. Whereas TPN s fiscal year-end is June 30th, its Form ADV Parts I and II will be revised at least by Sept 30th of each year, but may be revised more frequently as changes necessitate. Any time that TPN revises its Form ADV Part II, it will post the revised version on the TPN website and will notify all IAAs through the use of an announcement and/or the posting of notices to the TPN website. B. IAA Registration In order to participate in TPN's advisory services programs and open advisory accounts or provide consulting and/or financial planning services to advisory clients, individuals must be registered as TPN IAAs and be registered as an investment adviser representative in each state in which the IAA maintains a place of business. It is important to note that some states may consider a place of business to exist if the IAA meets with current or prospective clients on more than an occasional basis. The TPN CCO, or his/her designee, registers IAAs in all applicable states via the IARD. NPC may be used as a resource in obtaining state-by-state qualification requirements. In addition, IAAs (except IAA-Only affiliates) must be securities licensed through NPC in each state where the IAA intends to participate in the execution of securities transactions on behalf of clients. The IAA is also required to have the variable insurance license and appointment with approved insurance companies offering approved variable insurance products. The TPN Home Office may review documents related to IAA s advisory business. If the IAA is not registered appropriately, the Home Office will contact the IAA to advise that the Investment Advisory Agreement will not be accepted and the IAA must initiate the registration process. The IAA will need to ask the client to re-execute a new Investment Advisory Agreement once the IAA s registration is effective. Exceptions to this policy may be provided in writing by the CCO. C. Dual Registration An individual registered with more than one IA is referred to as a dually registered person. Some states do not permit dual registration of IAAs. As a result, in some states individuals registered with an outside IA, whether NPC s or their own, cannot be licensed as an IAA with TPN. As long as a state does not prohibit dual registration, TPN will permit IAAs to be dually registered. 8

13 However, fees for advisory services may not overlap between two investment advisory firms. D. Split Advisory Business TPN IAAs are permitted to manage advisory accounts and split advisory fees jointly with other TPN IAAs. All IAAs subject to a split fee arrangement are required to be registered as an investment adviser representative in each state in which a place of business is maintained. TPN prohibits IAAs from splitting or sharing TPN advisory fees with IAAs or persons not registered with TPN as IAAs. E. Suitability IAAs should be familiar with the client's financial situation, including income, net worth, financial obligations, age, health, investment experience, risk tolerance and other investments held outside of a TPN advisory account, to the extent possible or reasonable. When establishing a TPN managed account or advisory relationship, the IAA is required to assist his/her advisory client in completing a TPN New Account Form. Brokerage accounts established at Pershing LLC require the completion of the NPC New Account Form in lieu of the TPN New Account Form. IAAs may use investment policy statements or client questionnaires as deemed necessary or appropriate. IAAs are expected to manage accounts or provide investment advice to clients consistent with the client s stated investment objectives and risk tolerance on an ongoing basis. All TPN advisory clients are required to complete a New Account Form. F. Discretionary Authority Clients acceptance of the Investment Advisory Agreement authorizes TPN and its IAAs to provide investment advisory services to clients on a discretionary basis. Under the terms of the Investment Advisory Agreement, the client provides the IAA with limited trading authorization and not a general power of attorney. Prior to conducting any trading activity on a discretionary basis, IAAs are required to obtain appropriate client authorization on the Investment Advisory Agreement. Please note NPC policy allows IAAs to exercise discretionary trading for TPN advisor managed accounts maintained at Pershing LLC. G. Office Examinations The CCO, his/her designee, or a contracted third-party conducts IAA office examinations periodically, but no less frequently than annually. These inspections include a limited review of investment advisory activity including a review of customer files, advisory records, advisory procedures and a question and answer session. In addition, IAAs should expect inspections by regulatory agencies. IAAs are required to notify the CCO immediately upon any regulatory agency examinations or inquiries. If any deficiencies are brought to the attention of the IAA by regulatory agencies, IAAs are required to provide a copy of any written notice of such deficiencies to the CCO. IAAs must obtain the approval of the CCO prior to responding directly to regulators. H. Complaints IAAs are instructed to notify the CCO immediately upon receipt of any complaint from a client that 9

14 may involve TPN investment advisory services. Under no circumstances are IAAs permitted to settle TPN investment advisory errors or complaints directly with clients. Please refer to the IAA Compliance Guide for additional information. I. Advertising/Sales Literature/Business Cards and Letterhead IAAs must submit all advertising and sales literature to either the broker-dealer home office or the TPN CCO for approval prior to use. Materials describing both TPN investment advisory services and broker-dealer services must be submitted to the broker-dealer. Items describing TPN investment advisory services without describing broker-dealer services are to be submitted to the TPN CCO. IAA offices where both TPN advisory services and broker-dealer services are provided must maintain both a TPN Advertising file and a broker-dealer Advertising file. Materials describing both TPN advisory and broker-dealer services are to be maintained in the brokerdealer Advertising file. Copies of all advertising materials describing TPN advisory services must be forwarded to the TPN home office. Please refer to the IAA Compliance Guide for additional information. J. Cold Calling Restrictions IAAs using the telephone as a method to attract new clients must comply with strict federal and state legislation regarding business solicitations to residential telephone subscribers. Prior to contacting non-clients, IAAs must review all applicable Do Not Call lists, including the national, the state s (if the state s list is not integrated with the national list) and the NPC list. IAAs must not call any individual appearing on any list. The national and NPC lists are available on the NPC website. IAAs, except IAA-Only Affiliates, are required to enter the information of any individual onto the NPC website. K. Quarterly Personal Securities Transactions SEC Rule 204-2(a)(12) of the Advisers Act requires each investment adviser or advisory representative to record every transaction in a security for which the adviser or advisory representative has, or by reason of the transaction acquires, any direct or indirect beneficial ownership. These transactions must be recorded within ten calendar (10) days of the end of each calendar quarter in which the transactions occurred. The Act defines the term advisory representative as any partner, officer, director or employee of the investment adviser who makes any recommendation, who participates in the determination of which recommendation shall be made, or whose functions or duties relate to the determination of which recommendation shall be made, or who, in connection with his duties, obtains any information concerning which securities are being recommended prior to the effective dissemination of such recommendations or of the information concerning such recommendations; and any of the following persons who obtain information concerning securities recommendations being made by such investment adviser prior to the effective dissemination of such recommendations or of the information concerning such recommendations: (i) any person in a control relationship to the investment adviser, (ii) any affiliated person of such controlling person and (iii) any affiliated person of such affiliated person. 10

15 Accordingly, all TPN IAAs, along with any person in the IAA s office or TPN home office who obtains any information concerning which securities are being recommended prior to the effective dissemination of such recommendations or of the information concerning such recommendations, must submit a completed Quarterly Personal Securities Transaction Report to the TPN Home Office within ten (10) calendar days of the end of each calendar quarter. The CCO, or his/her designee, will ensure each required Quarterly Personal Securities Transaction Report is received in a timely manner. The Personal Securities Transaction Report is available on the TPN website. Note: The term "personal securities transactions" used in the Report: Refers to the purchase or sale of securities other than open-end investment company securities. Does not include the purchase or sale of securities that are direct obligations of the United States Government. L. Acknowledgement of IAA Compliance Guide and Code of Ethics Each IAA is expected to read, understand, and comply with the IAA Compliance Guide as amended. In addition, each IAA, TPN officer and certain TPN employees is expected to read, understand and comply with the Code of Ethics as amended. The CCO, or his/her designee, will ensure each required person provides the TPN Home Office with an acknowledgement of having read and understood the IAA Compliance Guide and/or Code of Ethics. 11

16 IV. ACCOUNT REVIEW AND SUPERVISION A. Account Review Overview TPN IAAs are responsible for evaluating securities for investment, reviewing clients portfolios, making asset allocation and security selection decisions, and ensuring that transactions are properly executed. These Account Review and Supervisions policies and procedures are intended to set a policy to ensure that client portfolios are reviewed and managed according to clients investment objectives and risk tolerance. B. Account Review 1. Policy The portfolio management function is a dynamic activity. Securities may be constantly analyzed for investment in client accounts, suitable investments are identified for purchase and portfolios are periodically reviewed by IAAs. 2. Review Procedures TPN s IAAs are primarily responsible for reviewing client accounts, and such reviews are subject to the review of the TPN CCO, or his/her designee. (a) Advisory Account Activity. Advisor managed accounts are reviewed by either the CCO, or his/her designee or NPC in its capacity as a third-party consultant. Currently, the CCO, or his/her designee, reviews account activity for assets maintained away from Pershing LLC while NPC reviews activity for accounts maintained at Pershing LLC. NPC provides the CCO with review results on a quarterly basis or more frequently if situations warrant. The reviews of advisor managed account activity include some or all of the following: (i) Suitability. Accounts are periodically reviewed for consistency between the investment objectives and risk tolerance as represented on a client s New Account Form, and the actual holdings in the client s account. The review process incorporates the use of asset class weightings, model portfolio descriptions and an Objective/Risk Review Worksheet to help determine suitability. Asset class weightings and model portfolio descriptions identified on a client s account statement is compared to the client s New Account Form. Similarly, the Worksheet, used by NPC, helps quantify appropriate percentages of investment allocations to equity versus income holdings. Based on guidelines provided in the Worksheet, the investment allocation of a client s account is compared to the client s New Account Form. Regardless of the method employed, accounts that appear to have holdings that may be inconsistent with the New Account Form are selected for further review and corrective action. IAAs with accounts targeted for further review are asked to review the accounts and take appropriate corrective action, which may be to 12

17 rebalance the account consistent with the client s stated investment objective, financial needs, and risk tolerance or obtain a revised New Account Form updating the client s investment objective and risk tolerance consistent with the account s current allocations, or a combination of both. (ii) Concentrated Assets. Accounts may be periodically reviewed for high concentrations in individual stock positions. Accounts may be considered concentrated if more than 40% of the account is represented by one stock position or more than 70% of the account is represented by two stock positions. Consideration is given to other relevant factors, including related accounts with additional assets. IAAs with concentrated accounts are asked to review the accounts and take appropriate action, which may include liquidating a portion of the concentrated position or obtaining the client s signature on a Concentrated Securities Position letter in which the client acknowledges the risk associated with holding a concentrated position. (iii) Inactive Accounts. Accounts may be periodically reviewed for prolonged inactivity. In general, TPN considers accounts to be inactive if an account has had no trading activity within the previous 12 months. Although TPN does not encourage unnecessary trading activity to occur, it is important that the IAA is able to show continued management of the account. To this end, IAAs are reminded to continually monitor client accounts and to maintain client contact, no less than annually to discuss topics including existing positions, particular client circumstances, reason for inactivity and any recommended changes to the portfolio. IAAs are further instructed to document all client conversations or meetings as a means to demonstrate their ongoing management of the accounts. TPN makes available an Annual Review form on the TPN website for IAA use to assist in this process, although IAAs are free to use whatever means necessary or appropriate to document ongoing management and client contact. IAAs with accounts targeted for further review are contacted by the CCO, or his/her designee, and asked to review the accounts and to provide a written description of the IAA s ongoing contact with the client or copies of the IAA s written notes. (iv) Prohibited Products and Transactions. Accounts may be periodically reviewed to identify the purchase and/or maintenance of prohibited products along with any prohibited transactions. Refer to the section titled Trading Policies and Procedures for a description of prohibited products and transactions. The CCO, or his/her designee, may make exceptions regarding prohibited products and transactions. TPN utilizes several means to identify prohibited products maintained within 13

18 accounts. Absent any exceptions, IARs with accounts targeted for further review are asked to take appropriate action. (v) Front Running. IAA trading activity is periodically reviewed to ensure registered representatives are not trading in such a manner as to put their interests ahead of their clients. For accounts held at Pershing LLC, NPC utilizes a report that compares the trades executed in IAA s personal brokerage accounts with their clients accounts regarding the same security on the same day. Transactions targeted for further review are analyzed to determine whether front-running activity actually occurred. Upon confirming front-running occurrences, IAAs are contacted and transactions are corrected to give clients the better price. Targeted accounts and follow-up action are tracked to ensure the issues are resolved. (vi) Other Reviews. The CCO, or his/her designee, may conduct additional reviews as warranted. In addition, additional findings or concerns may be provided to the CCO from NPC. C. Financial Planning and Consulting Services Review During annual examinations of IAA offices, financial planning and consulting documentation will be reviewed with respect to the suitability of services, reasonableness of fees, re-execution of the Investment Advisory Agreement, and adherence with other TPN policies. In addition, the TPN Home Office, at the direction of the CCO, may conduct a review of documentation received for such services. 14

19 V. OPERATIONAL AND ADMINISTRATIVE GUIDELINES A. Account Opening Procedures All documents required to establish an investment advisory relationship including an advisor managed account, TPAM account or financial planning engagement are completed at the beginning of the relationship. IAAs are required to forward documents to establish asset management accounts to the respective custodian or Third Party Asset Manager. Certain account opening documents are submitted by IAAs to the TPN Home Office. Refer to the IAA Compliance Guide for a description of account opening requirements for each type of advisory service. Upon the receipt of documentation, the Home Office enters information into an internal database for supervision and record keeping purposes. The Home Office will review the documentation for completeness and adherence to rules and policies. IAAs are required to maintain copies of account opening documentation within their office. B. Documentation Account opening documentation varies by type of investment advisory service. However, all TPN advisory services require the delivery of the TPN Form ADV Part II and the TPN Privacy Policy to the client and the completion of a New Account Form, Investment Advisory Agreement, and New Account Checklist. 1. New Account Form The TPN New Account Form must be completed for each new advisor managed account, sub-advised Third Party Asset Manager account and consulting/financial planning arrangement. The New Account Form is designed to document the registration of the account, detailed client financial information, investment experience, investment objectives, risk tolerance and time horizon. With respect to advisor managed accounts maintained at Pershing LLC through NPC, the NPC New Account Form is to be used in lieu of the TPN New Account Form as these accounts are also considered NPC brokerdealer accounts. Representatives should ensure that all information relating to the client is up to date. In the event the IAA becomes aware of a material change in the client s previously disclosed information, an updated New Account Form will be required for the purposes of documenting the client's revised information. TPN policy requires IAAs to obtain, or make reasonable efforts to obtain, an updated TPN New Account Form at least every thirty-six months. While NPC New Account Forms used for Pershing LLC accounts must also be updated at any time the IAA becomes aware of a material change in the client s previously disclosed information, NPC will be responsible for complying with the thirty-six month update requirement for accounts established at Pershing LLC. The Home Office will periodically review the New Account Form dates within the Home Office database to identify New Account Forms, except those used for Pershing LLC accounts, for adherence to the thirty-six month update requirement. The Home Office will 15

20 contact IAAs with information on New Account Forms requiring an update. 2. TPN Investment Advisory Agreement For each advisor managed account, sub-advised TPAM account, and consulting services relationship an Investment Advisory Agreement is executed by the client and accepted by the IAA. The Agreement includes an Addendum that corresponds with each investment advisory service. The Agreement and Addendum specify the fees, terms, and services of the program selected by the client. 3. TPN New Account Checklist All IAAs must complete the TPN New Account Checklist for every new advisor managed account, Third Party Asset Manager account and consulting services/financial planning engagement. The Checklist is intended to document the type of advisory service provided, the documents submitted to the TPN Home Office, the TPN Form ADV Part II delivery date, the TPN Privacy Policy delivery date. With respect to the establishment of TPN advisor managed or TPAM accounts, special attention is given to the Double Dipping representations made by the IAA on the Checklist. In the event that an IAA indicates an intention to deposit assets into a TPN advisor managed or TPAM account that are subject to TPN s Double Dipping policy, the CCO, or his/her designee, will contact the IAA to discuss the situation and to determine if the assets may be accepted for management in the client s account. Any exceptions to TPN s Double Dipping policy must be evidenced in writing by the CCO, or his/her designee, prior to acceptance of the assets into a managed account. 4. TPN Form ADV Part II A current version of TPN s Form ADV Part II must be provided to advisor managed account clients, sub-advised TPAM clients and consulting/financial planning clients prior to or concurrent with the execution of the Investment Advisory Agreement. TPN revises its Form ADV Part II whenever material changes in its advisory programs or services occur, but in no event less frequently than annually. A copy of TPN s revised Form ADV Part II is immediately posted to the TPN website. TPN notifies IAAs immediately upon revisions to its Form ADV Part II. The delivery of the Form ADV Part II is evidenced on the TPN New Account Checklist. 5. TPN Privacy Policy IAAs must provide a copy of TPN s Privacy Policy to every new TPN client prior to, or upon the establishment of, a client relationship. In addition, IAAs must also deliver a copy of TPN s Privacy Notice to clients on an annual basis. 6. Investment Policy Statement An Investment Policy Statement ( IPS ), while not required, is recommended for use by IAAs. TPN makes a generic IPS available to IAAs on the TPN website. 16

21 C. Quarterly Performance or Summary Reports IAAs are required to provide clients with performance or summary reports for advisor managed accounts no less than quarterly. Under no circumstances may IAAs produce any statement or report designed to replace or otherwise act as a substitute for any statements or reports sent to TPN clients directly by the custodian of the assets. D. Termination of TPN Accounts TPN managed accounts may be terminated by either party with written notice to the other party. IAAs must notify the TPN Home Office with any terminated advisor managed or sub-advised TPAM accounts. E. Additional Compensation Any form of compensation, whether direct or indirect, in kind or in cash, must be disclosed to advisory clients. This includes sales incentive compensation, soft dollar compensation, and directed brokerage compensation. As such, it is essential that any form of compensation that TPN receives be adequately disclosed in TPN s Form ADV or relevant schedules and in all client agreements. Although the CCO, or his/her designee, is responsible for amending TPN s Form ADV and Investment Advisory Agreement, it is essential that the CCO be notified prior to acceptance by TPN of any compensation not described in the above referenced documents. Current TPN policy prohibits the receipt of sales incentive compensation in its advisory program accounts. F. Administration and Recordkeeping 1. Form ADV Amendments TPN updates its Form ADV when there are any material changes in TPN s programs or services. TPN will amend Part 1 of its Form ADV via the Web IARD system no less frequently than within ninety (90) days of the end of TPN s fiscal year. TPN will amend its Form ADV Part II promptly following a material change to the information included in its Part II, but in no event less frequently than annually. TPN will provide copies of such amendments to all states in which it files notice at the time of the amendment, and will maintain current and historical copies of its Form ADV Part II in its files at the home office. The TPN Home Office is responsible for updating and amending TPN s Form ADV. TPN posts the current version of its Form ADV Part II on the TPN website and notifies all IAAs of any revisions. Upon a revision to TPN s Form ADV Part II, IAAs are instructed to discard any old versions of TPN s Form ADV Part II that they may have in their offices and to begin providing only the new version of the document to new advisory clients or prospects. 2. Investment Advisory Agreement Amendments TPN may periodically amend its Investment Advisory Agreement due to changes in its 17

22 programs or services. TPN posts the current versions of its Investment Advisory Agreement on the TPN website. Upon a revision, IAAs are instructed to discard any unexecuted versions of the Agreement that they may have in their offices and to begin providing only the revised version to new advisory clients or prospects. 3. Annual Offer of TPN Form ADV Part II On at least an annual calendar basis, IAAs must offer the TPN Form ADV Part II and Advisory Affiliate Disclosure Brochure in writing to clients with advisor managed and subadvised TPAM accounts. Any client responding to the written offer will be mailed, free of charge, a current copy of the documents within seven (7) calendar days of receipt of the client's written request. Each IAA office must maintain the names of clients requesting the ADV Part II, the request date and the delivery date. The Home Office will obtain confirmation that each IAA office has provided the annual offer. 4. Annual Delivery of TPN Privacy Policy IAAs must provide a copy of TPN s Privacy Policy to every new TPN client prior to, or upon the establishment of, a client relationship and on an annual calendar basis thereafter. The Home Office will obtain confirmation that each IAA office has provided the Privacy Policy on an annual basis. 5. Recordkeeping Requirements TPN maintains all advisory books and records for a period of no less than five (5) years, the first two (2) years in an easily accessible location. Additional recordkeeping procedures and requirements are outlined in the IAA Compliance Guide. 18

23 VI. CUSTODY A. Custody Rule Requirements Rule 206(4)-2 under the Advisers Act defines Custody as follows: "Custody means holding, directly or indirectly, client funds or securities, or having any authority to obtain possession of them. For purposes under the Advisers Act, Custody includes: Possession of client funds or securities, (but not of checks drawn by clients and made payable to third parties,) unless the investment adviser receives them inadvertently and the investment adviser returns them to the sender promptly, but in any case within three (3) business days of receiving them; Any arrangement (including a general power of attorney) under which the investment adviser is authorized or permitted to withdraw client funds or securities maintained with a custodian upon the investment adviser s instruction to the custodian; and Any capacity (such as general partner of a limited partnership, managing member of a limited liability company or a comparable position for another type of pooled investment vehicle, or trustee of a trust) that gives the investment adviser or its supervised person legal ownership of or access to client funds or securities. Examples of practices or arrangements which may result in an investment adviser having Custody of client assets, as defined under Rule 206(4)-2, may, depending on the circumstances, include (but are not limited to): Bearer Form Securities; Direct Debit Billing; Trustee or Executor; Being an Adviser and General Partner to a Limited Partnership; Receipt of Investment Checks Payable to the Adviser; Omnibus Account; Affiliated Entities; Receipt of Stock Certificates; Full Power of Attorney; and/or Account Signatory Power. B. Custody Policy TPN does not have custody of client funds or securities except through direct debiting of client fees. This form of Custody does not require disclosure in TPN s Form ADV. To help ensure that client assets are not misappropriated, TPN has adopted the following internal safeguards with respect to client billings: 1. Billing Statements Sent to Clients TPN IAAs shall send a billing statement to the client prior to sending instructions to Custodian to debit the advisory/management fee from the client s advisory account. 19

24 2. Detailed Billing Statements Such billing statements shall accurately set forth: (a) the amount of the advisory/management fee, (b) how the advisory/management fee was calculated, and (c) the value of the assets or other factors on which the amount is based. 3. Quarterly Billing TPN shall arrange for Custodian to send a statement to the client no less frequently than quarterly reflecting the amounts paid to TPN. 4. Client Review TPN shall advise the client that it is the client s responsibility to verify the accuracy of the advisory/management fee. As a result of having custody through its direct billing arrangements, TPN will comply with the custody requirements and maintain all client assets over which it has custody at a qualified custodian. TPN will notify the clients of the location of their assets and undertake reasonable efforts to ensure that clients receive statements no less than quarterly directly from the qualified custodian. Such statements will include both the holdings and the transactions for the period. TPN is not authorized to withdraw client funds or securities from client accounts except as described above and in the Investment Advisory Agreement. Further imbedded into the asset safeguarding practices employed by TPN is the strength of fund disbursement procedures followed by the Custodians, through which TPN conducts business. Taken together, these safeguards substantially reduce the chance of the misappropriation of client assets. C. IAAs and the Custody Policy TPN prohibits its IAAs from taking custody of client assets. When IAAs are also registered representatives of NPC, IAAs are questioned whether they refrain from taking custody of client assets during compliance interviews, which are conducted no less frequently than annually. D. Books and Records Requirements In addition to the general books and records requirement under Rule 204-2(a), investment advisers that have custody of clients funds or securities must maintain the following books and records. TPN satisfies this requirement through its IAA offices. 1. Journal, Ledger, or Other Records A journal or other records showing all purchases, sales, receipts and deliveries of securities (including certificate numbers) for such accounts and all other debits and credits to such accounts. A separate ledger account for each such client showing all purchases, 20

25 sales, receipts and deliveries of securities, the date and price of each such purchase and sale, and all debits and credits. 2. Confirmations Copies of confirmations of all transactions effected by or for the account of any such client. 3. Other Records A record for each security in which any such client has a position, which record shall show the name of each such client having any interest in each security, the amount or interest of each such client, and the location of each such security. 21