Newport Capital Group, LLC

Item 1: Cover Page Form ADV Part 2A (“Brochure”) 12 Broad Street, 5th Floor Red Bank, New Jersey 07701 732-741-8400 www.newportcapitalgroup.com Michelle Bennett Chief Compliance Officer March 20, 2026 This Brochure provides information about the qualifications and business practices of Newport Capital Group, LLC (“Newport Capital Group” or the “Firm”). If you have any questions about the contents of this Brochure, please contact us at (732) 741-8400 or mbennett@newportcapitalgroup.com. The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Additional information about Newport Capital Group is also available on the SEC’s website at www.adviserinfo.sec.gov. References herein to Newport Capital Group as a “registered investment adviser” or any reference to being “registered” do not imply a certain level of skill or training.  Item 2: Material Changes There were no material changes since Newport Capital Group’s last annual update to this Brochure filed on March 31, 2025. 2  Item 3: Table of Contents Cover Page .............................................................................................................................. 1 Item 1: Material Changes .................................................................................................................... 2 Item 2: Table of Contents .................................................................................................................... 3 Item 3: Advisory Business ................................................................................................................... 4 Item 4: Fees and Compensation ........................................................................................................... 7 Item 5: Performance-Based Fees and Side-by-Side Management ....................................................... 9 Item 6: Types of Clients ...................................................................................................................... 9 Item 7: Methods of Analysis, Investment Strategies and Risk of Loss ............................................. 10 Item 8: Item 9: Disciplinary Information ....................................................................................................... 15 Item 10: Other Financial Industry Activities and Affiliations ............................................................. 15 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ........ 16 Item 11: Brokerage Practices ............................................................................................................... 17 Item 12: Review of Accounts .............................................................................................................. 18 Item 13: Client Referrals and Other Compensation ............................................................................. 18 Item 14: Item 15: Custody ................................................................................................................................. 19 Investment Discretion ........................................................................................................... 19 Item 16: Item 17: Voting Client Securities ........................................................................................................ 19 Financial Information ............................................................................................................ 19 Item 18: 3  Item 4: Advisory Business Newport Capital Group, LLC (“Newport Capital Group”, the “Firm” or “we”) is an independent, full- service investment advisory firm that provides investment advisory services to a wide range of clients, including individuals, high net worth individuals, pensions and other institutional investors. Domenic DiPiero is the principal owner of the Firm, which was formed in New Jersey in May 2004 and became registered as an investment adviser in January 2008. Newport Capital Group offers a variety of services that are tailored to each client. Asset Management - Individuals When Newport Capital Group is engaged to provide asset management services, it tailors its advisory services to the individual needs of the client. Specifically, Newport Capital Group reviews each client’s investment objectives, determines asset allocation guidelines, and then monitors each client’s accounts for the purpose of ensuring each is behaving as intended. A client may place reasonable restrictions on the types of investments the Firm places in the client’s portfolio, or on the allocations to each security type. Asset management services are generally provided on a discretionary basis. Clients engaging the Firm on a discretionary basis grant the Firm discretionary authority over the clients’ accounts and execute an Investment Management Agreement that outlines the responsibilities of both the client and Newport Capital Group. If any changes are needed to a client’s portfolio, Newport Capital Group makes the recommended changes, which may involve selling a security or group of investments and buying others or keeping the proceeds in cash. In limited circumstances, Newport Capital Group allows individual clients to engage the Firm on a non-discretionary basis. For non-discretionary clients, the portfolio is monitored as it is for discretionary clients but changes in the portfolio are not made until they are approved by the client. For clients that engage Newport Capital Group on a non-discretionary basis, Newport Capital Group cannot effect any account transactions without obtaining prior consent to any such transactions from the client. Thus, in the event of a market correction during which the client is unavailable, Newport Capital Group will be unable to effect any account transactions (as it would for its discretionary clients) without first obtaining the client’s verbal consent. Newport Capital Group, when appropriate, recommends on a non-discretionary basis that certain clients invest a portion of their assets with independent third-party managers and in unaffiliated private funds. With respect to independent third-party managers, the client is required to enter into a separate agreement with each independent manager that defines the terms in which the independent manager will provide services. With respect to private funds, clients typically complete subscription documents to purchase an interest in these investments. In the past, Newport Capital Group recommended an affiliated private fund to certain clients, but this fund is closed to new investors and is in the process of winding down. Asset Management – Institutions Newport Capital Group provides asset management services to institutional clients on either a discretionary or non-discretionary basis. Institutional investors have diverse missions which require unique approaches to investing. For example, Newport Capital Group is available to assist institutional investors with determining investment objectives, reviewing assets and liabilities, creating investment policy statements, and designing an appropriate investment structure. Newport Capital Group makes investment recommendations to meet its institutional clients’ investment objectives and provides them with related 4  reporting and analysis. Institutional clients may at any time place reasonable restrictions on the types of investments the Firm places in the client’s portfolio. Pension Consulting Newport Capital Group provides a broad range of discretionary and nondiscretionary services to employers sponsoring retirement plans, such as defined contribution plans, non-qualified plans, and defined benefit plans. While each engagement is specific to the client, and the services to be provided are designated by the plan sponsors or fiduciaries and depend on the type of retirement plan, Newport Capital Group remains ready to assist such clients with a variety of services which, depending in part on the type of retirement plan, include those set forth below. • Creating investment policy statements that guide investments within the plan. • Developing participant education policies that establish how plan participants are informed of the investment options available to them. • Assisting plan sponsors and fiduciaries in meeting their fiduciary obligations, including providing education regarding their fiduciary responsibilities. • Recommending, selecting and/or monitoring the investment alternatives (generally open-end mutual funds) from which plan participants may choose when self-directing the investments in their individual retirement plan accounts. • • Consulting with management regarding plan structure. • Assisting with employee education and communication regarding the retirement plan. • Reviewing plan costs and fees. • Upon request, providing education or other services to individual employees at the request of the employer; however, the Firm’s client for these services remains the employer or plan sponsor. • Providing additional consulting services related to the administration or management of the plan, such as reviewing regulatory filings, analyzing employee benefit plans in the case of mergers or acquisitions, or valuing benefit plans for employment contract matters. In the case of defined benefit plans, recommending specific securities transactions and implementing such transactions on a discretionary or nondiscretionary basis, typically through the client’s custodian. Newport Capital Group also provides consulting services related to corporate-owned life insurance (“COLI”) programs used by companies in connection with executive compensation and employee benefit strategies. In this situation, Newport Capital Group typically acts as an insurance agent in connection with the placement of COLI policies and receives commissions or other compensation associated with the sale of such insurance products. This creates a conflict of interest because Newport Capital Group has a financial incentive to recommend insurance products for which it receives compensation. Clients are under no obligation to purchase insurance products through Newport Capital Group and may obtain such products through other insurance agents or brokers. Financial Planning and Consulting Financial planning is the analysis of current financial circumstances and stated goals in order to create a plan for achieving those goals. Newport Capital Group provides financial planning services to certain asset management clients as part of their agreement with the Firm to provide such services. Other clients may engage Newport Capital Group to provide financial planning services on a stand-alone basis. For clients who engage Newport Capital Group solely for financial planning, agreements for financial planning services terminate upon the presentation of the financial plan and, therefore, any updates can be provided for a fee upon request. 5  In most cases, the client will supply Newport Capital Group with information including income, investments, savings, insurance, age and many other items that are helpful to the Firm in assessing the client’s financial goals. Once the information is received, one of Newport Capital Group’s licensed professionals discusses with the client his/her financial needs and goals and compares the client’s current financial situation with the client’s stated goals. Once these are compared, Newport Capital Group creates a financial plan to help meet these goals. Because the plan is based on information supplied by the client, it is very important that all clients accurately and completely communicate with the Firm and continually update the Firm of any changes in circumstances, as such changes may necessitate the alteration of the financial plan. In instances where a full plan is not desired or necessary (or has been completed in the past), clients may engage Newport Capital Group on a consulting basis to provide advice on a variety of business and financial topics, including estate planning, retirement planning or employer 401(k) plans. Clients receiving consulting services outside the scope of financial planning or asset management services are reminded that a full financial plan is typically recommended, as limited facts out of context may produce a less desirable result. As part of its financial planning and consulting services, Newport Capital Group typically recommend its own asset management services or the services of other professionals for certain non-investment implementation purposes (e.g., attorneys, accountants, and insurance agents), including professionals affiliated with Newport Capital Group who are licensed insurance agents, as discussed in Item 5 of this Brochure. A conflict of interest exists when Newport Capital Group recommends its own advisory services, which would result in advisory fees being paid to the Firm. A conflict of interest also exists when Newport Capital Group recommends the purchase of insurance products through its employees who are also licensed insurance agents and, in this capacity, receive compensation from insurance product sales. The client is under no obligation to engage the services of any such recommended professional. The client retains absolute discretion over all such implementation decisions and is free to accept or reject any recommendation from Newport Capital Group. Please see Item 5 of this Brochure for a full description of these relationships and the material conflicts of interest they create. Newport Holdings, L.P. Newport Capital Group, as part of an overall client asset allocation strategy, recommended on a non- discretionary basis that qualified clients invest a portion of their assets in Newport Holdings, L.P. (“Newport Holdings” or the “Fund”), an affiliated private fund. Newport Holdings LLC, the General Partner of Newport Holdings, is under common ownership with Newport Capital Group. The investment program of Newport Holdings involves the identification and acquisition of privately held investments, which may include small companies or real estate. The terms and conditions for participation in Newport Holdings (which include disclosures of fees, including fees payable to the General Partner, conflicts of interest, suitability requirements, risk factors, and liquidity constraints) are set forth in the Fund’s offering documents, which were provided to each prospective investor. Newport Holdings is currently closed to new investors and is in the process of winding down. Assets Under Management As of December 31, 2025, Newport Capital Group had a total of $400,808,541 in discretionary regulatory assets under management and $879,922,7741 in non-discretionary regulatory assets under management. As 1 Of this amount, $867,689,256 is attributed to defined benefit plans over which Newport Capital Group is responsible for implementing securities transactions, and is therefore included in the discretionary regulatory assets under management reported in Part 1 of Form ADV. 6  of December 31, 2025, Newport Capital Group also provided ongoing pension consulting services to retirement plan sponsors with assets under advisement of approximately $20,241,149,729. Item 5: Fees and Compensation Asset Management All asset management clients are required to enter into an Investment Management Agreement that describes the type of management services to be provided and fees, among other items. Newport Capital Group’s tiered annual investment advisory fee is based upon a percentage (%) of the market value placed under Newport Capital Group’s management. The schedule for new clients is the greater of $25,000 per annum, or: % of Assets Market Value of Portfolio First $2,000,000 Next $3,000,000 Next $15,000,000 Amounts over $20,000,000 1.5% 1.0% 0.5% 0.4% Clients with smaller account balances who are charged the minimum annual fee pay a fee that is significantly higher and that exceeds 1.5%. Clients may receive similar services elsewhere at a higher or lower rate than that charged by Newport Capital Group. Newport Capital Group may negotiate fees at its discretion. This can result in similarly situated clients being subject to different advisory fee rates. For purposes of determining the applicable fee rate and fee breakpoints, the accounts of immediate family members are typically combined and treated as a single household, with all accounts in the household charged the same fee rate based on the combined assets. Clients may elect to have Newport Capital Group’s advisory fees deducted from their custodial account or to be billed directly. Both Newport Capital Group’s Investment Management Agreement and the custodial/clearing agreement authorize the custodian to debit the account for Newport Capital Group’s investment advisory fee and directly remit that advisory fee to Newport Capital Group. In the limited circumstances in which Newport Capital Group bills the client directly, payment is due upon receipt of Newport Capital Group’s invoice. Newport Capital Group deducts fees and/or bills clients quarterly in advance, based upon the market value of the assets (including cash and cash equivalents) on the last business day of the previous quarter. Pension Consulting A negotiated payment schedule is developed for each pension consulting engagement. Pension consulting fees are on a fixed fee basis ranging from $1,000 to $250,000 or based on a percentage of the assets in the plan, which generally ranges from 0.10% to 1.00% of the plan’s assets. The fee is dependent upon the precise nature of the services to be provided, including the scope of the work, the size of the plan (i.e., number of participants and amount of assets) and the expertise required. Newport Capital bills clients quarterly, in advance or in arrears, and clients are billed directly. Financial Planning and Consulting Newport Capital Group’s financial planning and consulting fees are negotiable and generally range from $1,000 to $25,000 on a fixed fee basis, and from $200 (minimum) to $2,000 per hour, on an hourly rate basis, depending upon the level and scope of the services required and the professionals rendering the services. Hourly fees are charged as work is performed and are due upon receipt of the invoice. For fixed fee engagements, ½ of the agreed upon fee is due at the time the agreement is signed and the other ½ is 7  due upon delivery of the written plan. If the plan is not delivered within six (6) months of the date the agreement was signed, the client will receive a refund of the partial payment, and the entire payment is due upon delivery of the completed plan. Clients are billed directly. Termination All Investment Management Agreements, whether for asset management, pension consulting, or financial planning and consulting, may be terminated by written notice by the client, and any unearned fees are returned to the client. However, clients are advised that a large portion of work related to a pension consulting or financial planning and consulting engagement is done in the early stages and, accordingly, the return of unearned fees may not correlate directly to the amount of time during which the engagement was active. Because asset management services are charged on a per-day basis, fees are pro-rated according to the number of days in the billing period the client was a client, and unearned fees remitted to the client. Newport Capital Group will cease to perform services, including processing trades and distributions, upon termination. Newport Holdings Newport Holdings does not pay advisory fees to Newport Capital Group. Rather, clients’ investments in the Fund are included in the market value of the clients’ account when calculating the advisory fee. In addition, clients invested in Newport Holdings are charged a performance-based fee (see Item 6 of this Brochure), which is payable to the General Partner. Further, investors bear their proportionate share of expenses borne by Newport Holdings, which may include offering costs, sales charges, organizational costs, transaction costs, due diligence expenses and other fees more specifically described in the Newport Holdings offering documents. Such performance fees and expenses are in addition to the advisory fees paid by clients to Newport Capital Group. Any investor in Newport Holdings was provided with the Fund’s offering documents to carefully review before investing. Other Fees Clients incur other fees associated with holding and investing in securities. For example, clients are responsible for brokerage and other transaction costs associated with the purchase or sale of a security. In addition, the managers of mutual funds, exchange-trade funds (“ETF”) and private funds charge fees and expenses that are deducted from the value of the shares and are in addition to the advisory fee paid to Newport Capital Group. Further, where a client invests in a private fund that invests in other private funds (also known as a fund-of-funds), there may be multiple levels of fees and expenses within the private fund. For a complete discussion of fees and expenses related to each mutual fund, ETF or private fund, clients should read a copy of the prospectus or private placement memorandum issued by that private fund, which Newport Capital Group can provide or direct clients to upon request. As noted in Item 4, the Firm may recommend that certain clients invest a portion of their assets with independent third-party managers. The advisory fees paid to Newport Capital Group are in addition to the advisory fees and other expenses charged by the third-party managers recommended by the Firm. Please read Item 12 of this Brochure for a discussion of brokerage and other transaction costs. Compensation for the Sale of Securities – NCG Securities LLC and Licensed Insurance Agents Certain professionals of Newport Capital Group are, in their individual capacities, registered representatives of NCG Securities LLC (“NCG”), an SEC registered and FINRA member broker-dealer. Both NCG and Newport Capital Group are owned by Domenic DiPiero. NCG and its registered representatives earn transaction charges for recommending the purchase of certain private funds. In addition, NCG and its registered representatives will receive customary transaction charges for the sale of insurance products, such as a variable annuity or life insurance policy. The transaction charges described above may be higher or lower than those charged by other broker-dealers and will not offset advisory fees owed to Newport Capital Group. The receipt of transaction charges related to the recommendation of private funds and 8  insurance products gives rise to a conflict of interest since the investment professional has an incentive to make such recommendations based on the compensation received by and through NCG, rather than the client’s needs. Newport Capital Group attempts to mitigate this conflict by requiring that: (i) any recommendations for which NCG receives a transaction charge are made on a non-discretionary basis; and (ii) all investment recommendations have a sound basis for the recommendation. In addition, this conflict is disclosed to the client verbally, as well as in this Brochure. Clients have the option to implement such recommendations through a broker-dealer or registered representative that is not affiliated with Newport Capital Group or opt not to proceed with the recommendation altogether. Newport Capital Group’s Principal and certain Newport Capital Group professionals are, in their individual capacities, licensed insurance agents. As such, they conduct insurance product transactions involving a broad range of insurance products (such as life, disability, long-term care, and property and casualty insurance) for Newport Capital Group’s clients and receive customary compensation for these transactions, which is in addition to the compensation received as employees of Newport Capital Group. Compensation from the sale of insurance products may be higher or lower than those earned by unaffiliated licensed insurance agents and does not offset advisory fees owed to Newport Capital Group. Investment professionals have an incentive to recommend insurance products based on the compensation to be received, rather than on a client’s needs. The receipt of additional compensation for the sale of insurance products is therefore a conflict of interest, and clients should be aware of this conflict when considering whether to engage Newport Capital Group or utilize its professionals to implement any insurance recommendations. Newport Capital Group attempts to mitigate this conflict of interest by: (i) disclosing the conflict to clients; and (ii) informing clients that they are free to purchase insurance products through agents not affiliated with Newport Capital Group or to determine not to purchase a recommended insurance product. No client is under any obligation to purchase any products from any licensed insurance agent affiliated with Newport Capital Group. Item 6: Performance-Based Fees and Side-by-Side Management Newport Capital Group does not charge performance-based fees to its clients. However, Newport Holdings LLC, the General Partner of Newport Holdings, is entitled to receive carried interest calculated based on the profits generated from the sale/disposition of the Fund’s assets. The fact that a significant portion of the General Partner’s compensation is directly computed on the basis of profits generated by the sale/disposition of the Fund’s assets creates an incentive for Newport Capital Group to make investments on behalf of Newport Holdings that are riskier or more speculative than would be the case in the absence of such compensation. The General Partner seeks to address this conflict through careful vetting of investment opportunities by its investment professionals. Certain individuals associated with Newport Capital Group are also affiliated with and perform services for the General Partner. This presents a conflict of interest in that the same professionals are responsible for both Newport Holdings and clients with traditional non-performance fees, which creates an incentive for such persons to favor the client (in this case, Newport Holdings) which has a performance fee arrangement. Newport Capital Group attempts to mitigate this conflict by requiring that (i) all investment recommendations to any client have a sound basis for the recommendation; and (ii) employees of Newport Capital Group understand and acknowledge their fiduciary responsibility toward each client. Item 7: Types of Clients Newport Capital Group’s clients generally include individuals, high net worth individuals, pooled investment vehicles, pension and profit-sharing plans, defined benefit and defined contribution plans, business entities, trusts, estates and charitable organizations. Newport Capital Group generally requires a 9  minimum asset level of $2,000,000 for investment advisory services. However, Newport Capital Group, in its sole discretion, may reduce or waive its minimum asset requirement based upon certain criteria (e.g., anticipated future earning capacity, anticipated future additional assets, dollar amount of assets to be managed, related accounts, account composition, and negotiations with client). Clients should note that the performance of smaller accounts may be impacted to a greater extent, due to difficulties with diversification and risk controls potentially being compromised. In addition, the performance of smaller accounts may vary from the performance of larger accounts since fluctuations in the market may affect smaller accounts more and the effects of compounding may be more beneficial in larger accounts. Item 8: Methods of Analysis, Investment Strategies and Risk of Loss It is important for clients to know and remember that all investments carry risks. Investing carries a risk of loss that all clients should be prepared to bear. Each client’s portfolio is invested according to the client’s investment objectives. We determine these objectives by interviewing the client and/or asking the client to put these objectives in writing. Once we ascertain the client’s objectives for each account, we develop a set of asset allocation guidelines. An asset allocation strategy is a percentage-based allocation to different asset classes. For example, a client may have an asset allocation strategy that calls for 40-60% of the portfolio to be invested in equities, 30-40% of the portfolio to be invested in fixed income and the rest in cash. Another client may have an asset allocation of 50-60% in bonds, and the remainder in equities. The percentages in each type that we recommend are based on the typical behavior of that asset class, individual mutual funds and ETFs we follow, current market conditions, the client’s current financial situation and investment objectives, financial goals, and the timeline required to achieve those goals. Because Newport Capital Group develops an investment strategy based on each client’s personal situation and financial goals, one client’s asset allocation guidelines may be similar to or different from another client’s. Once we design a client’s asset allocation guidelines, we buy or sell securities in the client’s portfolio to meet the guidelines of the asset allocation strategy. It is important to remember that because market conditions can vary greatly, asset allocation guidelines are not necessarily strict rules. Rather, we review accounts individually and may deviate from the guidelines as we believe it necessary in the client’s best interests. The specific securities recommended for an account depends on market conditions and our research at the time. Generally, we recommend that client accounts invest in mutual funds and ETFs, which allow us to meet asset allocations that call for any mix of equities and bonds in a variety of geographic sectors, market capitalizations, or industries. A specific mutual fund or ETF is chosen based on where its investment objectives fit into the asset allocation recommended by Newport Capital Group, its risk parameters, past performance, peer rankings, fees, expenses, and any other aspects of the investment Newport Capital Group deems relevant. Newport Capital Group bases its conclusions on publicly available research, such as regulatory filings, press releases, purchased research, and proprietary metrics and analytics. Newport Capital Group also recommends the services of independent third-party managers and investments in private funds, as more fully described below. We research securities on a fundamental basis, which means that we review what we believe to be the value of a security, and what we think it will be in the future. We base our conclusions predominantly on publicly 10  available research, such as corporate filings, press releases, competitor analyses, and in some cases research we receive from our custodian or other market analyses. We also occasionally utilize technical analyses, which means that we review the past behaviors of the security and the markets in which it trades for signals as to what might happen in the future. As assets are transitioned from a client’s prior adviser(s) to Newport Capital Group, there may be securities and other investments that do not fit within the asset allocation strategy selected for the client. Accordingly, these investments will need to be sold in order to reposition the portfolio into the asset allocation strategy selected by Newport Capital Group. However, this transition process may take some time to accomplish. Some investments may not be immediately unwound for a variety of reasons that may include low share prices, restrictions on trading, contractual restrictions on liquidity, or market-related liquidity concerns. In some cases, there may be securities or investments that are never sold. In the event an investment in a client account is unable to be unwound for a period of time, Newport Capital Group will monitor the investment as part of its services to the client. Newport Capital Group may suggest that the investment be moved to a separate account. For taxable accounts, Newport Capital Group engages in tax loss harvesting on a periodic basis. Tax loss harvesting is a strategy designed to help lower a client’s taxes while maintaining the accepted risk profile and asset allocation of the client’s portfolio. In tax loss harvesting, unrecognized investment losses are sold to offset taxes due on capital gains by selling a security at a loss and investing the proceeds in a security with closely correlated risk and return characteristics. Clients should consult with their personal tax advisor regarding the tax consequences of engaging in the tax-loss harvesting strategy, based on their particular circumstances. Additionally, part of the Newport Capital Group process includes, where appropriate, involving multiple generations of family members in order to facilitate longer-term family financial planning. This can increase the financial education of the later generations and manage expectations. However, potential for conflicts of interest exists with the exchange of intergenerational information. Newport Capital Group attempts to minimize these conflicts by treating each household as its own fiduciary relationship. Information can only be shared across generations with each household’s consent. Third Party Managers and Private Funds We may recommend that certain portions of a client's portfolio be managed by unaffiliated third-party managers or in a private fund managed by an affiliated or unaffiliated manager, typically when those managers demonstrate knowledge and expertise in a particular investment strategy. Before making such a recommendation, we examine the experience, expertise, investment philosophies and past performance of the manager in an attempt to determine if that manager has demonstrated an ability to invest over a period of time and in different economic conditions. We monitor the manager’s underlying holdings, strategies, concentration and leverage as part of our overall periodic risk assessment. Additionally, as part of our due diligence process, we may survey the manager’s compliance and business enterprise risks. Based on a client’s individual circumstances and needs, we determine which selected money manager's portfolio management style is appropriate for that client. Factors considered in making this determination include account size, risk tolerance and the investment philosophy of the selected money manager. We encourage clients to review each third-party manager’s disclosure document regarding the particular characteristics of any program and managers selected. Clients are free to reject any recommendation to invest with any third-party manager individually, or by investing in a private fund managed by such third- party manager. 11  We regularly and continuously monitor the performance of the selected money managers. If we determine that a selected money manager is not providing sufficient management services to the client or is not managing the client's portfolio or the private placement in a manner consistent with the client's investment objectives, we recommend that the client remove the assets from that selected money manager. A private fund is managed according to the stated investment program in the private fund’s private placement memorandum. Individual investors in a private fund do not receive individual asset management within the private fund. For details regarding the investment program, clients should refer to the private fund’s placement memorandum. Risk of Loss There are always risks to investing. Clients should be aware that all investments carry various types of risk including the potential loss of principal that clients should be prepared to bear. It is impossible to name all possible types of risks. However, examples of common investment risks are the following: Political Risks. Most investments have a global component, even domestic stocks. Political events anywhere in the world have unforeseen consequences for markets around the world. General Market Risks. Markets can go up or down based on various news releases or for unknown reasons, and may take some time, if ever, to recover any lost value. Adding additional securities may not eliminate this risk, as market fluctuations can affect many securities simultaneously. Currency Risk. When investing in another country’s currency, the changes in the value or exchange rate of the currency can change the value of the securities in a client’s portfolio. Regulatory Risk. Changes in laws and regulations from any government can change the value of a given company and its accompanying securities. Certain industries are more susceptible to government regulation. Changes in zoning regulations, tax structures or laws impact the return on these investments. Tax Risks Related to Short Term Trading. Clients should note that Newport Capital Group may engage in short-term trading transactions. These transactions may result in short-term gains or losses for federal and state tax purposes, which may be taxed at a higher rate than long-term strategies. Newport Capital Group endeavors to invest client assets in a tax-efficient manner, but all clients are advised to consult with their tax professionals regarding the transactions in client accounts. Purchasing Power Risk. Purchasing power risk is the risk that the value of a client’s investments will decline as the price of goods rises (inflation). The investment’s value itself does not decline, but its relative value does. Inflation can happen for a variety of complex reasons, including a growing economy and a rising money supply. Business Risk. This can be thought of as certainty or uncertainty of income. Management comes under business risk. Cyclical companies (like automobile companies) have more business risks because of an unsteady income stream. On the other hand, fast food chains tend to have steadier income streams and therefore, less business risk. Financial Risk. The amount of debt or leverage determines the financial risk of a company. 12  Default Risk. This risk pertains to the ability of a company to service its debt. Ratings provided by several rating services help to identify those companies with more risk. Obligations of the U.S. government are said to have a very minimal default risk. Short Sales. “Short sales” are a way to implement a trade in a security Newport Capital Group feels is overvalued. In a “long” trade, the investor is hoping that the security increases in price. Thus, in a long trade, the amount of the investor’s loss (without margin) is the amount paid for the security minus the amount for which the security is sold. In a short sale, the investor is hoping that the security decreases in price. However, unlike a long trade where the price of the security can only go from the purchase price to zero, in a short sale, the price of the security can go infinitely upwards. Therefore, with a short sale, the potential for loss is potentially unlimited and unknown, where the potential for loss in a long trade is limited and known. Newport Capital Group considers engaging in short sales only when the client’s risk tolerance permits. Information Risk. All investment professionals rely on research in order to make conclusions about investment options. This research is always a mix of both internal (proprietary) and external (provided by third parties) data and analyses. Even an adviser who says they rely solely on proprietary research must still collect data from third parties. This data, or outside research, is chosen for its perceived reliability, but there is no guarantee that the data or research is completely accurate. Failure in data accuracy or research can result in a compromised ability by the adviser to reach satisfactory investment conclusions. Tax-Loss Harvesting Risk. Clients and their personal tax advisors are responsible for how the transactions in the client’s account are reported to the Internal Revenue Service or any other taxing authority. Newport Capital Group assumes no responsibility to clients for the tax consequences of any transaction, including any capital gains and/or wash sales that may result from the tax-loss harvesting strategy. Newport Capital Group’s tax-loss harvesting strategy is not intended as tax advice, and Newport Capital does not represent in any manner that the tax consequences described will be obtained or that Newport Capital Group’s investment strategy will result in any particular tax consequence. The performance of the new securities purchased for tax-loss harvesting purposes may have different expenses, returns, volatility and other characteristics than the securities that are sold for tax-loss harvesting purposes. The effectiveness of the tax-loss harvesting strategy to reduce tax liability will depend on the client’s entire tax and investment profile, including purchases and dispositions in accounts (e.g., client’s or client’s spouse’s) outside of Newport Capital Group and type of investments (e.g., taxable or nontaxable) or holding period (e.g., short- term or long-term). Newport Capital Group only monitors accounts managed by Newport Capital Group. Clients are responsible for monitoring their and their spouse’s accounts managed outside of Newport Capital Group to ensure that transactions in the same security or a substantially similar security do not create a “wash sale.” A wash sale is the sale at a loss and purchase of the same security or substantially similar security within 30 days of each other. If a wash sale transaction occurs, the IRS may disallow or defer the loss for current tax reporting purposes. More specifically, the wash sale period for any sale at a loss consists of 61 calendar days: the day of the sale, the 30 days before the sale, and the 30 days after the sale. The wash sale rule postpones losses on a sale if replacement shares are bought around the same time. Newport Capital Group may lack visibility to certain wash sales, should they occur as a result of external accounts, and therefore Newport Capital may not be able to determine whether a loss is successfully harvested and, if so, whether that loss is usable by the client in the most efficient manner. Transition Risk. As assets are transitioned from a client’s prior adviser(s) to Newport Capital Group there may be securities and other investments that do not fit within the asset allocation strategy selected for the client. Accordingly, these investments will need to be sold in order to reposition the portfolio into the asset allocation strategy selected by Newport Capital Group. However, this transition process may take some time to accomplish. Some investments may not be immediately unwound for a variety of reasons that may include low share prices, restrictions on trading, contractual restrictions on liquidity, or market-related 13  liquidity concerns. In some cases, there may be securities or investments that are never able to be sold. The inability to transition a client’s holdings into the recommendations of Newport Capital Group may adversely affect the client's account value, as Newport Capital Group’s recommendations may not be able to be fully implemented. Restriction Risk. Clients may at all times place reasonable restrictions on the management of their accounts. However, placing these restrictions may make managing the accounts more difficult, which may limit investment opportunities and reduce potential returns. Risks Related to Investment Term and Liquidity. Securities do not follow a straight line up in value and can decrease in value. All securities will have periods of time when the price of the security does not accurately reflect its intrinsic value. If a client requires us to liquidate a portfolio during one of these periods, the client may not realize as much value as the client would have had the investment had the opportunity to regain its value. Further, some investments are made with the intention of the investment appreciating over an extended period of time. Liquidating these investments prior to their intended time horizon may result in losses. REITs. Newport Capital Group may recommend that significant portions of client portfolios be allocated to real estate investment trusts, otherwise known as “REITs”. A REIT is an entity, typically a trust or corporation that accepts investments from a number of investors, pools the money, and then uses that money to invest in real estate through either actual property purchases or mortgage loans. While there are some benefits to owning REITs, which include potential tax benefits, income and the relatively low barrier to investing in REITs as compared to investing in real estate directly, REITs also have some increased risks as compared to more traditional investments such as stocks, bonds, and mutual funds. First, real estate investments can be highly volatile. Second, the specific REIT chosen may have a focus such as commercial real estate or real estate situated in a given location. Such investment focus can be beneficial if the properties are successful but lose significant principal if the properties are not successful. REITs may also employ significant leverage for the purpose of purchasing more investments with fewer investment dollars, which can enhance returns but also enhances the risk of loss. The success of a REIT is highly dependent upon the manager of the REIT as well as other factors. Clients should ensure they understand the role of the REIT in their portfolio. International Investing. Investing outside of the United States, especially in emerging markets, can have special or enhanced risks. The most obvious are political risk (changes in local politics can have a vast impact on the markets in that country as well as regulations affecting given issuers) and currency risk (changes in exchange rates between the U.S. dollar and the local currency can materially affect the value of the security even if the underlying fundamentals and market price are stagnant). There are other risks, including enhanced liquidity risk, meaning that while domestic equities and mutual funds are generally easily liquidated (though there is a risk of loss due to the timing of the sale), equities in other jurisdictions may be subject to the circumstances of lower overall market volume and fewer companies on an emerging exchange. In addition, there may be less information and less transparency in a foreign market or from a foreign company. Foreign markets impose different rules than domestic markets, which may not be to an investor's advantage. Also, companies in foreign jurisdictions are generally able to avail themselves of local laws and venues, meaning that legal remedies for U.S. investors may not be as easily obtained as in the U.S. Risks Specific to Private Placements. Private investment funds generally involve various risk factors, which are more fully described in a fund’s governing documents. Any investor contemplating an investment in a private fund, including a private fund recommended by Newport Capital Group, should carefully and 14  thoroughly review that private fund’s governing documents prior to investing. Not all risks are presented here, but some include: Liquidity Constraints: Unlike an exchange-traded investment, where an order can be placed to purchase or sell and have it executed the same day, private funds typically restrict investors’ ability to withdraw capital. Some of these restrictions include lock-up periods for various time periods where no withdrawals can be made, followed by withdrawal opportunities once a year, quarter or month, depending on the fund. Lack of Transparency: Generally, private fund managers are under no obligation to provide complete transparency as to the underlying investments in or operations of the fund. Valuation: Some private funds invest in easily valued securities, but others may invest in particularly illiquid and hard to value securities, such as private companies. The valuation of these investments can be somewhat subjective and based upon various calculations and assumptions of the fund manager, who has a conflict of interest in that most managers are compensated based on the value of the fund. Newport Holdings’ investments are valued by the General Partner and will generally be carried at cost until disposition. Investment Objectives: Private placements are pooled investment vehicles. As such, the private placement is managed in accordance with the fund’s investment program, which is defined in its governing documents (such as a private placement memorandum or offering memorandum). This means that the entire private placement is managed in accordance with the same guidelines, and not in accordance with the investment objectives of each specific investor. Accordingly, investors, especially clients of Newport Capital Group contemplating an investment with any fund recommended by Newport Capital Group, should carefully review the governing documents of that private placement to make sure they understand how the private placement fits into their overall portfolio. Cybersecurity Risk. Although Newport Capital Group takes measures to decrease the risks associated with a cybersecurity event, the computer systems, networks and devices used by Newport Capital Group and its service providers potentially can be breached. Clients and investors could be negatively impacted as a result of a cybersecurity breach. A cybersecurity breach could result in a failure to maintain the security, confidentiality or privacy of sensitive data, including personal information of clients and investors. A cybersecurity breach may also cause disruptions and impact business operations, potentially resulting in a financial loss to a client or investor. Item 9: Disciplinary Information There are no legal or disciplinary events that are material to a client’s or prospective client’s evaluation of Newport Capital Group’s advisory business or the integrity of its management. Item 10: Other Financial Industry Activities and Affiliations As previously discussed, Newport Capital Group is under common control with NCG Securities LLC, and some investment professionals associated with Newport Capital Group are also registered representatives of NCG. In addition, Newport Capital Group’s Principal and certain Newport Capital Group professionals are, in their individual capacities, licensed insurance agents. Please see Item 5 of this Brochure for a full description of these relationships and the material conflicts of interest they create. 15  In addition, Newport Holdings, LLC serves as the General Partner of Newport Holdings and is under common ownership with Newport Capital Group. Please see Item 6 of this Brochure for a full description of this relationship and the material conflicts of interest it creates. Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Newport Capital Group maintains a policy addressing employee personal securities transactions. This policy is part of Newport Capital Group’s overall Code of Ethics, which serves to establish a standard of business conduct and “best practices” for all of Newport Capital Group’s professionals that is based upon fundamental principles of openness, integrity, honesty and trust. Newport Capital Group also maintains and enforces written policies reasonably designed to prevent the misuse of material non-public information by Newport Capital Group or any person associated with Newport Capital Group. A copy of our Code of Ethics is available to clients upon request. Newport Capital Group historically recommended, on a non-discretionary basis, that clients invest in Newport Holdings. Because the General Partner of this fund is under common ownership with Newport Capital Group and is entitled to a performance-based fee, as described in Item 6 of this Brochure, Newport Capital Group and its professionals had an incentive to recommend that clients invest in Newport Holdings. Newport Capital Group has policies and procedures to ensure that all investment recommendations are appropriate given the investment objectives and financial condition of its clients. Newport Capital Group and its professionals can hold for themselves the same securities (or related securities) that they also recommend to clients. In addition, Newport Capital Group and its professionals buy or sell securities for clients at or around the same time that they buy or sell securities for their own accounts. Such transactions create a conflict of interest. For example, this practice can provide an opportunity for professionals of Newport Capital Group to buy or sell the same securities before or after recommending the same securities to clients resulting in a Newport Capital professional potentially profiting from the recommendations they provide to clients. Further, Newport Capital Group professionals trade in the same securities for their own accounts at or about the same time as clients can, and do at times, receive a better price than clients. To mitigate this conflict, Newport Capital Group has a personal securities transaction policy in place to monitor the personal securities transactions and securities holdings of each professional of Newport Capital Group who has access to client information. This policy requires that such professionals disclose their personal securities accounts to the Chief Compliance Officer so that they may be periodically reviewed. In addition, trades in certain security types must be pre-cleared by the Chief Compliance Officer. Rollover Recommendations and ERISA Fiduciary Acknowledgement When Newport Capital Group recommends a rollover to a new retirement account, it can generally expect to earn an ongoing advisory fee, from the new retirement account, but may or may not earn compensation if the assets remain in the existing retirement account. Newport Capital Group therefore has an inherent economic incentive to encourage clients to roll over plan assets into a retirement account that it will manage as the client’s investment adviser. In evaluating whether a rollover recommendation is in a client’s best interest, Newport Capital Group considers factors such as the client’s investment objectives, the services available under the existing plan, the fees and expenses associated with the plan and the proposed IRA, and the investment options available in each. Clients are not obligated to roll over retirement assets to a new retirement account and may choose to maintain assets in the employer-sponsored plan, roll over the assets to an IRA not managed by Newport Capital Group, or take a distribution. Newport Capital Group makes investment recommendations to clients regarding their retirement plan account or individual retirement account as fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, which are laws governing 16  retirement accounts. The way Newport Capital Group makes money or otherwise is compensated creates some conflicts with clients’ financial interests, so Newport Capital Group operates under a special rule that requires it to act in clients’ best interest and not put its interest ahead of clients. Under this special rule’s provisions, Newport Capital Group must: • Meet a professional standard of care when making investment recommendations (give prudent advice); • Never put the financial interests of itself ahead of clients when making recommendations (give loyal advice); • Avoid misleading statements about conflicts of interest, fees, and investments; • Follow policies and procedures designed to ensure that it gives advice that is in its clients’ best interests; • Charge no more than reasonable compensation for its services; and • Give clients basic information about conflicts of interest. Item 12: Brokerage Practices Newport Capital Group recommends that asset management client accounts be held in custody at Charles Schwab & Co., Inc. (“Schwab”), an unaffiliated SEC-registered broker-dealer and FINRA member. It is expected that most, if not all, transactions are executed through Schwab. Not all investment advisers require their clients to use the brokerage and clearing services of a specific firm and the commissions and transaction fees charged by Schwab may be higher (or lower) than what other broker-dealers charge, and this practice could cost clients more money. Further, in using only Schwab, Newport Capital Group could be unable to achieve the most favorable execution of client transactions. For Defined Benefit plans where Newport Capital Group is responsible for recommending and implementing specific securities transactions, the Firm typically does so by directing the client’s custodian to effect such transactions. Newport Capital Group recommends Schwab to its asset management clients based on a variety of factors. In recommending Schwab, Newport Capital Group is primarily concerned with the value the client receives for the cost paid, not solely the cost. Other factors considered in determining overall value include speed and accuracy of execution, financial strength, knowledge and experience of staff, research and service. In addition, Schwab has arrangements with many mutual funds that enable Newport Capital Group to purchase these mutual funds at reduced transaction charges (as opposed to other broker-dealers). Newport Capital Group receives benefits from Schwab (provided without cost or at a discount) that are typically not available to Schwab’s retail clients and some of the products and services made available by Schwab benefit Newport Capital Group but do not benefit some or any of its client accounts. For example, these products or services assist Newport Capital Group in managing and administering client accounts, including accounts not maintained at Schwab, or are intended to help Newport Capital Group manage and further develop its business enterprise. These benefits can include the following products and services: a platform to view client statements and confirmations; research related products and tools; consulting services; access to a trading desk serving Newport Capital Group; the ability to have advisory fees deducted directly from client accounts; access to an electronic communications network for client order entry and account information; access to mutual funds with no transaction fees and to certain institutional money managers; and discounts on products or services provided to Newport Capital Group. The benefits received by Newport Capital Group or its professionals from Schwab do not depend on the number or value of brokerage transactions directed to Schwab. As part of its fiduciary duties to clients, Newport Capital Group endeavors at all times to put the interests of its clients first. Clients should be aware, however, that the receipt of such economic benefits creates a conflict of interest and may influence Newport 17  Capital Group’s choice of Schwab for custody and brokerage services. Newport Capital Group periodically reevaluates the use of Schwab to determine if it is still the best value for clients. Transactions for each client account are generally effected independently and Newport Capital Group does not combine or “batch” orders to obtain best execution, to negotiate more favorable commission rates or to allocate transactions to clients at average prices and transaction costs. Since Newport Capital Group does not combine transactions, clients could pay higher brokerage costs than if such transactions were combined. In addition, since securities are not traded simultaneously, clients will transact in securities at different times, resulting in different transaction prices being received for each client. Item 13: Review of Accounts For asset management and ongoing financial planning clients, account reviews are typically conducted on an annual basis by a team led by the Senior Vice President of Financial Planning. However, it is expected that market conditions, changes in a particular client’s account, or changes to a client’s circumstances would trigger reviews during the year. For pension consulting clients, account reviews are conducted by a team led by the Senior Vice President (Investment Strategy) and Senior Vice President (Investments). In addition, Newport Capital Group’s professionals monitor client accounts on an ongoing basis to ensure each account is invested in accordance with its investment objectives. Any account that is out of balance triggers a review. Reasons an account can be out of balance include positive or negative performance (of the markets in general, a specific sector, or even a specific security), a withdrawal of cash or securities by a client, or changes in a client’s investment guidelines. Not every account that is out of balance is immediately adjusted. On occasion, an account is left out of balance if Newport Capital Group believes the circumstances are temporary, or a rebalancing of an account would not be in the client’s best interests. Because changes in client circumstances can materially affect the management of a client’s portfolio, clients are urged to communicate on a regular basis with Newport Capital Group, and to respond to the Firm’s communication efforts. All clients receive statements and trade confirmations directly from their account custodian and written quarterly reports from Newport Capital Group summarizing account activity and performance, which is generated using third party software which receives data directly from the client’s custodian. Newport Capital Group encourages clients to compare the information on reports prepared by Newport Capital Group to information on the statements provided directly from the custodian, and alert Newport Capital Group of any discrepancies, concerns or questions. These reports are an integral part of managing client assets, as they serve as a method of communicating with clients. Clients should carefully review all materials related to their portfolio and, if there is ever a strategy, allocation, or particular security about which the client has a question or concern, immediately contact Newport Capital Group. Item 14: Client Referrals and Other Compensation As disclosed in Item 12, Newport Capital Group receives economic benefits from Schwab typically not available to Schwab retail investors. Newport Capital Group compensates TriStar Marketing Group, Inc. (''TriStar”) for client referrals. While TriStar is not affiliated with Newport Capital Group, TriStar assists in presenting the investment advisory services offered by Newport Capital Group. TriStar is not a client of Newport and receives compensation, in the form of an hourly fee, for endorsing Newport Capital Group. TriStar is incentivized to recommend Newport due to the compensation it receives for providing the endorsement. 18  Item 15: Custody Newport Capital Group has custody of client accounts due to its authority to directly debit its advisory fee and limited ability to transfer client funds to third parties, pursuant to standing letters of authorization. Clients are provided, at least quarterly, with written transaction confirmation notices and regular written summary account statements directly from the broker-dealer/custodian. Newport Capital Group also typically provides a written periodic report summarizing account activity and performance. To the extent that Newport Capital Group provides clients with periodic account statements or reports, clients are urged to compare statements or reports provided by Newport Capital Group with the account statements received from the account custodian. The account custodian does not verify the accuracy of Newport Capital Group’s advisory fee calculation. The General Partner of Newport Holdings has custody of the assets of the Fund and is under common control with Newport Capital Group. Investors in Newport Holdings do not receive reports directly from the custodians. Item 16: Investment Discretion Prior to Newport Capital Group assuming discretionary authority over a client’s account, the client is required to execute an agreement, naming Newport Capital Group as the client’s attorney and agent in fact, and granting Newport Capital Group full authority to buy, sell, or otherwise effect investment transactions involving the assets in the client’s name contained within the discretionary account. Clients who engage Newport Capital Group on a discretionary basis may, at any time, impose reasonable restrictions, in writing, on Newport Capital Group’s discretionary authority (e.g., limit the types/amounts of securities purchased for their account, exclude the ability to purchase securities with an inverse relationship to the market, and limit or proscribe Newport Capital Group’s use of margin). Item 17: Voting Client Securities Newport Capital Group does not vote client proxies. Each client maintains exclusive responsibility for: (1) directing the manner in which proxies solicited by issuers of securities beneficially owned by the client shall be voted, and (2) making all elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings or other types of events pertaining to the client’s investment assets. Clients receive their proxies or other solicitations directly from their custodian. Clients may contact Newport Capital Group at (732) 741- 8400 to discuss any questions they have with respect to a particular solicitation. Although Newport Capital Group has proxy voting authority with respect to Newport Holdings, this private fund is invested in privately owned companies and does not invest in any securities for which it would need to vote proxies. Item 18: Financial Information Newport Capital Group does not solicit fees of more than $1,200 per client, six months or more in advance and is unaware of any financial condition that is reasonably likely to impair its ability to meet its contractual commitments to clients. In addition, Newport Capital Group has not been the subject of a bankruptcy petition. 19