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Meg Green & Associates, Inc.
(doing business as)
MG&A Wealth
8151 Peters Rd
Suite 3200
Plantation, FL 33324
Telephone: 954-289-9000
Facsimile: 954-289-9100
www.mgawealth.com
March 28, 2025
FORM ADV PART 2A BROCHURE
This brochure provides information about the qualifications and business practices of MG&A Wealth. If
you have any questions about the contents of this brochure, contact us at 954-289-9000. 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 MG&A Wealth is available on the SEC's website at
www.adviserinfo.sec.gov.
MG&A Wealth is a registered investment adviser. Registration with the United States Securities and
Exchange Commission or any state securities authority does not imply a certain level of skill or
training.
Item 2 Summary of Material Changes
Form ADV Part 2 requires registered investment advisers to amend their brochure when information
becomes materially inaccurate. If there are any material changes to an adviser's disclosure brochure, the
adviser is required to notify you and provide you with a description of the material changes.
Since our last annual updating amendment dated March 21, 2024, we have made no material changes
to this Brochure.
Any material conflicts of interest between you and our firm, or our employees, are disclosed in this
Disclosure Brochure. If at any time additional material conflicts of interest develop, we will provide you
with written notification of the material conflicts of interest or an updated Disclosure Brochure
Item 3 Table Of Contents
Item 2 Summary of Material Changes .................................................................................................. 2
Item 3 Table Of Contents ..................................................................................................................... 3
Item 4 Advisory Business ..................................................................................................................... 4
Item 5 Fees and Compensation ........................................................................................................... 7
Item 6 Performance-Based Fees and Side-By-Side Management .................................................... 10
Item 7 Types of Clients ....................................................................................................................... 10
Item 8 Methods of Analysis, Investment Strategies and Risk of Loss ............................................... 10
Item 9 Disciplinary Information ........................................................................................................... 13
Item 10 Other Financial Industry Activities and Affiliations ................................................................ 13
Item 11 Code of Ethics, Participation / Interest in Client Transactions & Personal Trading .............. 14
Item 12 Brokerage Practices .............................................................................................................. 14
Item 13 Review of Accounts ............................................................................................................... 16
Item 14 Client Referrals and Other Compensation ............................................................................ 17
Item 15 Custody ................................................................................................................................. 17
Item 16 Investment Discretion ............................................................................................................ 18
Item 17 Voting Client Securities ......................................................................................................... 19
Item 18 Financial Information ............................................................................................................. 19
Item 19 Requirements for State-Registered Advisers ........................................................................ 19
Item 20 Additional Information ............................................................................................................ 20
Item 4 Advisory Business
Description of Services and Fees
We are a registered investment adviser based in Plantation, Florida. We are organized as a sub-
Chapter S corporation under the laws of the State of Florida. We have been providing investment
advisory services since 1989. Todd Battaglia is the principal owner. Currently, we offer the following
investment advisory services, which are personalized to each individual client:
• Financial Planning and Consulting Services
• Investment Management Services
The following paragraphs describe our services and fees. Please refer to the description of each
investment advisory service listed below for information on how we tailor our advisory services to your
individual needs. As used in this brochure, the words "we," "our" and "us" refer to MG&A Wealth and
the words "you," "your" and "client" refer to you as either a client or prospective client of our firm. Also,
you may see the term Associated Person throughout this Brochure. As used in this Brochure, our
Associated Persons are our firm's officers, employees, and all individuals providing investment advice
on behalf of our firm.
Financial Planning and Consulting Services
We offer broad-based and one-time consultative financial planning services. Financial planning will
typically involve providing a variety of advisory services to clients regarding the management of their
financial resources based upon an analysis of their individual needs. If you retain our firm for financial
planning services, we will meet with you to gather information about your financial circumstances and
objectives. Once we specify those long-term objectives (both financial and non-financial), we will
develop shorter-term, targeted objectives. Once we review and analyze the information you provide to
our firm, we will deliver a written plan to you, designed to help you achieve your stated financial goals
and objectives.
Financial plans and our consulting recommendations are based on your financial situation at the time
we present the plan and/or our recommendations to you, and on the financial information you provide
to our firm. You must promptly notify our firm if your financial situation, goals, objectives, or needs
change.
You are under no obligation to act on our financial planning recommendations. Should you choose to
act on any of our recommendations, you are not obligated to implement the financial plan through any
of our other investment advisory services. Moreover, you may act on our recommendations by placing
securities transactions with any brokerage firm.
Investment Management Services
We offer non-discretionary and discretionary investment management services as described below.
SEI Program
We may recommend that our clients allocate investment assets among the various mutual fund asset
allocation models, underlying mutual funds, and/or independent investment manager programs offered
through SEI Investments Company ("SEI"). SEI is a global asset management company and sponsor
of its own proprietary mutual funds. SEI Trust Company, a subsidiary of SEI, serves as custodian for
each SEI account, and provides each client with reporting services, including consolidated monthly
statements, quarterly performance reports, and year-end tax reports. SEI enables investment advisers
such as our firm to offer these programs that are not otherwise available to the general public. As part
of its overall investment management program, SEI offers monthly rebalancing of each client's
investment assets for the purpose of maintaining the assets in accordance with the client's previously
designated percentage (%) asset allocations for the SEI account. Our management services through
SEI are offered on a non-discretionary basis; therefore, your approval must be obtained
before transactions are executed on behalf of your account.
UMA/SMA Program
Through arrangements with third-party service providers, we have access to third-party investment
models, third-party investment managers, mutual funds, exchange traded funds, portfolio maintenance
tools and portfolio trade order processing services as needed to achieve your financial and investment
objectives.
As part of these discretionary management services, we will assist you in selecting a third-party
investment program in which to invest after gathering information about your financial situation and
objectives. Once you have selected an investment program, we will be responsible for the continuous
monitoring and ongoing management of your investment account based on the most recent statement
of investment objectives you have provided us in writing.
We will grant the active discretionary management of all or part of your investment account to one or
more independent investment managers and/or investment management programs ("Independent
Managers") based on your stated investment objectives. Discretionary authorization will permit the
Independent Managers to buy, sell, exchange, convert or otherwise trade in any securities and to
further delegate such discretionary authority to other Independent Managers.
You will have the opportunity to place reasonable restrictions on the management of your account(s),
or modify existing restrictions. You must provide these restrictions and/or modifications to us in writing.
Adviser as Portfolio Manager Program (APM)
Under this program, we will establish various model investment portfolios that consist of exchange
traded funds, mutual funds, individual stocks, or a combination thereof (collectively “securities”). We
will determine the universe of securities and asset allocations included in the model portfolios. Each
model portfolio represents an asset allocation designed to accommodate a different investment
objective. Based upon the written information provided in your statement of investment objectives, we
will determine the suitability of the model portfolio(s) and establish an asset allocation policy. We shall
have discretionary authority to reallocate your portfolio to maintain adherence to the model portfolio(s)
and to change asset allocation policy if deemed necessary to meet your long-term objectives. We
retain the absolute authority to and may change the asset allocation and securities in the models. Such
changes in the assets within a given model will generally be effected on a quarterly basis. You agree
and acknowledge that there is no guarantee that following a strategic asset allocation strategy will
produce favorable results.
Private Investments (PI)
Private Investments are generally considered to be a financial asset that does not fall into one of the
conventional investment categories. Conventional categories include stocks, bonds, and cash. Most
private investment assets are held by institutional investors or accredited, high-net-worth individuals
because of their complex nature, lack of regulation, and degree of risk relative to other investments.
PIs include a wide range of investments, including but not limited to, hedge funds, private debt, private
equity, private real estate or venture capital vehicles. PI opportunities generally have minimum dollar
commitments, are generally considered illiquid and are less regulated than more traditional
investments. PI investments are made pursuant to an offering document which include a subscription
agreement and investor questionnaire. These documents provide greater detail regarding the particular
risks associated with the investment as well as the qualifications for purchase.
Under this program, we will identify PI opportunities for you, including but not limited to PI opportunities
sponsored our firm or an affiliated entity, and if after we complete our own review and investigation, an
identified PI opportunity is deemed appropriate for you, documents, including an offering document,
subscription agreement and questionnaire will be required for you to participate. If you approve an
allocation of assets to pursue PI opportunities and such assets are placed in a fund sponsored by our
firm, we will have discretion within the fund to allocate in its best judgment in an effort to maximize
returns.
Sub-Advisory Services
With respect to client investments in the UMA/SMA and/or PI programs, we may deem it appropriate
to allocate (and with respect to a PI opportunity, recommend that) a portion of a clients’ assets in a
sub-advisory (or private investment fund) relationship with an affiliated entity. While clients will incur
additional fees from investments managed by sub-adviser and third-party managers, because we will
receive an additional fee as sub-adviser, we have an incentive to select our affiliated entity to manage
these funds. To ameliorate this conflict, we will utilize our reasonable best efforts to ensure that, to the
extent the particular investment strategy is deemed appropriate for client, if a lower cost option for the
same or substantially similar investment discipline is available from an unaffiliated third party, to charge
client at the lowest cost option available. In the case of a recommendation of a PI, while such
recommendations are non-discretionary, we will utilize our reasonable best efforts to ensure that, to
the extent an unaffiliated third party offers a PI opportunity that is the same or substantially similar to
the PI opportunity offered by our firm at a lower cost than our firm's PI offering, to charge clients at the
lowest cost option available if an investment is selected by the client.
General - Advisory Services to Retirement Plans and Plan Participants
We offer advisory services to employee benefit plans ("Plan") and to the participants of such plans
(“Participants”). The services are designed to assist plan sponsors in meeting their management and
fiduciary obligations to Participants under the Employee Retirement Income Securities Act (“ERISA”).
Pursuant to adopted regulations of the U.S. Department of Labor, we are required to provide the Plan's
responsible plan fiduciary (the person who has the authority to engage us as an investment adviser to
the Plan) with a written statement of the services we provide to the Plan, the compensation we receive
for providing those services, and our status (which is described below).
The services we provide to your Plan are described in the service agreement that you have previously
signed. Our compensation for these services is described below, at Item 5, and also in the service
agreement. We do not reasonably expect to receive any other compensation, direct or indirect, for the
services we provide to the Plan or Participants, unless the plan sponsor directs us to deduct our fee
from the plan or directs the plan record-keeper to issue payment for our fee out of the plan. If we
receive any other compensation for such services, we will (i) offset the compensation against our
stated fees, and (ii) we will promptly disclose the amount of such compensation, the services rendered
for such compensation and the payer of such compensation to you.
Status
In providing services to the Plan and Participants, our status is that of an investment adviser registered
under the Investment Advisers Act of 1940, and we are not subject to any disqualifications under
Section 411 of ERISA. In performing fiduciary services, we are acting either as a non-discretionary
fiduciary of the Plan as defined in Section 3(21) under ERISA, or as a discretionary fiduciary of the
plan as defined in Section 3(38) under ERISA.
Rollover Recommendations
Effective December 20, 2021 (or such later date as the US Department of Labor (“DOL”) Field
Assistance Bulletin 2018-02 ceases to be in effect), for purposes of complying with the DOL’s
Prohibited Transaction Exemption 2020-02 (“PTE 2020-02”) where applicable, we are providing the
following acknowledgment to you. When we provide investment advice to you regarding your
retirement plan account or individual retirement account, we are 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 retirement accounts. The way we make money creates some conflicts with
your interests, so we operate under a special rule that requires us to act in your best interest and not
put our interest ahead of yours. Under this special rule’s provisions, we must:
• Meet a professional standard of care when making investment recommendations (give prudent
advice);
• Never put our financial interests ahead of yours when making recommendations (give loyal
advice);
• Avoid misleading statements about conflicts of interest, fees, and investments;
• Follow policies and procedures designed to ensure that we give advice that is in your best
interest;
• Charge no more than is reasonable for our services; and
• Give you basic information about conflicts of interest.
We benefit financially from the rollover of your assets from a retirement account to an account that we
manage or provide investment advice, because the assets increase our Assets Under Management
and, in turn, our advisory fees. As a fiduciary, we only recommend a rollover when we believe it is in
your best interest.
Types of Investments
We primarily recommend mutual funds and exchange traded funds; however, we may also offer advice
on equity securities, warrants, corporate debt securities, certificates of deposit, municipal securities,
U.S. Government securities, and interest in partnerships investing in real estate, oil, and gas interests.
Additionally, we may advise you on any type of investment that we deem appropriate based on your
stated goals and objectives. We may also provide advice on any type of investment held in your
portfolio at the inception of our advisory relationship.
You may request that we refrain from investing in particular securities or certain types of securities.
You must provide these restrictions to our firm in writing.
Assets Under Management
As of December 31, 2023, we provide continuous management services for $683,751,961 in client
assets on a discretionary basis, and $34,760,637 in client assets on a non-discretionary basis. We also
manage $7,851,355 in client assets on a non-continuous basis.
Item 5 Fees and Compensation
Financial Planning & Consulting Services
There are no additional fees for Financial Planning and Consultation Services for Investment
Management clients. These services are considered part of our comprehensive Wealth Management
approach for clients with assets under our management.
For non-investing clients who only require advice on specific financial planning topics, we offer one-
time consultative financial planning services. We charge an hourly fee of $500 for these financial
planning services, which is negotiable depending on the scope and complexity of the plan, your
situation, and your financial objectives. An estimate of the total time/cost will be determined at the start
of the advisory relationship. We require that you pay 50% of the fee in advance and the remaining
portion upon completion of the services rendered. In limited circumstances, the cost/time could
potentially exceed the initial estimate. In such cases, we will notify you and request that you approve
the additional fee. Fees are due in full at the conclusion of the services rendered.
You may terminate the financial planning agreement by providing written notice to our firm. You will
incur a pro rata charge for services rendered prior to the termination of the agreement. If you have pre-
paid advisory fees that we have not yet earned, you will receive a prorated refund of those fees.
Investment Management Services
Our annualized fees for the investment management services, subject to negotiation, are as follows*:
Account Size
First $1 Million
Next $2 Million
Next $2 Million
Over $5 Million
Annual Fee
1.00%
0.75%
0.50%
0.25%
Additionally, our annualized fee for assets in the Private Investments (PI) Program is 1.00%.
*Older client relationships may be subject to different fee schedules.
Advisory fees charged by Independent Managers may be separate and apart from our advisory fees.
Such fees range from an annualized 0.25% - 0.60% of assets under management. The terms and
conditions under which you engage the Independent Managers shall be set forth in a separate written
agreement between you and the Independent Managers. You should review the recommended
Independent Manager’s brochure and take into consideration the Independent Manager’s fees along
with our fees to determine the total amount of fees associated with this program. When we act as sub-
advisor, we will receive the portion of the advisory fee payable to the Independent Manager in addition
to our advisory fee.
SEI Program
The fees charged by SEI are exclusive of, and in addition to, our investment management fee. Fees
paid by our clients to SEI are established and payable in accordance with the Form ADV Part 2 or
other equivalent disclosure document provided to you by SEI. In addition to our investment
management fee, the client, relative to all mutual fund purchases, shall also incur charges imposed at
the mutual fund level (e.g., management fees and other fund expenses).
UMA/SMA Program Fee
In addition to our management fee stated above and the fees charged by Independent Managers,
clients participating in the UMA/SMA Program are responsible for paying program fees that cover the
services provided by the account custodian for clearing and other third-party service providers for the
performance of technology, research, administrative and trade implementation services. The amount
deducted from your account will include our management fee, the program fee, and other fees that are
generally payable to your account custodian. The program fees are as follows:
Account Size
First $3,000,000
Next $2,000,000
Next $5,000,000
Over $10,000,000
Annual Fee
0.13%
0.12%
0.10%
0.09%
*The fee tiers shown in the table detail the rate charged to assets in each tier, which are calculated to yield a total
annualized fee. Discounted rates in higher tiers only apply to assets within the specified level and are not applied
back to all assets. The total fee for any particular investment strategy will vary over time due to fluctuations in the
asset level being invested.
Adviser as Portfolio Manager Program (APM)
APM Program Fees: Clients participating in the APM Program shall pay the following fees that cover
the services provided by the Custodian for clearing and custody and other third-party service providers
for the performance of technology, research, administrative and trade implementation services. These
fees are in addition to our management fee and custodial fees. The amount deducted from your
account will include our fee, the program Fee, and other fees that are generally payable to your
account custodian.
Account Size
First $1 Million
Next $4 Million
Over $5,000,000
Annual Fee
0.09%
0.08%
0.07%
UMA/SMA and APM program fees stated above include asset-based custody trading services. Clients
may request to pay for custody services in their accounts on a transaction basis instead of an asset-
based fee. Transaction-based custody can cost more or less than the asset-based custody depending
on the amount of transaction activity in the client’s account and the cost of a transaction (the
transaction fee) charged by the client’s custodian. We generally recommend asset-based fees.
Our annual fee is billed and payable on a quarterly basis, either in advance or in arrears. Fees payable
in advance are based on the value of your account on the last day of the previous quarter and fees
payable in arrears are based on the value of your account on the last day of the quarter. The specific
fee arrangement applicable to your account will be set forth in your investment management
agreement with our firm.
You may terminate the investment advisory agreement by providing 5-days' written notice to our firm.
The investment management fee will be prorated for the quarter in which the termination notice is
given, which means that you will incur advisory fees only in proportion to the number of days in the
quarter for which you are a client. If you have pre-paid advisory fees that we have not yet earned, you
will receive a prorated refund of those fees.
Additional Fees and Expenses
As part of our investment advisory services to you, we may invest, or recommend that you invest, in
mutual funds and exchange traded funds. The fees that you pay to our firm for investment advisory
services are separate and distinct from the fees and expenses charged by mutual funds or exchange
traded funds (described in each fund's prospectus) to their shareholders. These fees will generally
include a management fee and other fund expenses. You will also incur transaction charges and/or
brokerage fees when purchasing or selling securities. These charges and fees are typically imposed by
the broker-dealer or custodian through which your account transactions are executed. We do not share
in any portion of the brokerage fees/transaction charges imposed by the broker-dealer or custodian. To
fully understand the total cost you will incur, you should review all the fees charged by mutual funds,
exchange traded funds, our firm, and others. For information on our brokerage practices, please refer
to the "Brokerage Practices" section of this Disclosure Brochure.
Compensation for the Sale of Securities or Other Investment Products
Persons providing investment advice on behalf of our firm, who are registered representatives with SA
Stone, an unaffiliated securities broker-dealer, may receive commission-based compensation in
connection with the purchase and sale of securities, including 12b-1 fees for the sale of investment
company products in their capacities as registered representatives of SA Stone. Compensation earned
by these persons in their capacities as registered representatives are separate and in addition to our
advisory fees. This practice presents a conflict of interest because persons providing investment
advice on behalf of our firm, who are registered representatives, may have an incentive to effect
securities transactions for the purpose of generating commissions rather than solely based on your
investment needs. However, you are under no obligation, contractually or otherwise, to purchase
securities products through any person affiliated with our firm.
Persons providing investment advice on behalf of our firm, who are licensed as independent insurance
agents, may earn commission-based compensation for selling insurance products, including insurance
products they sell to you. Insurance commissions earned by these persons are separate and in
addition to our advisory fees. This practice presents a conflict of interest because persons providing
investment advice on behalf of our firm, who are insurance agents, may have an incentive to
recommend insurance products to you for the purpose of generating commissions rather than solely
based on your investment needs. However, you are under no obligation, contractually or otherwise, to
purchase insurance products through any person affiliated with our firm.
Item 6 Performance-Based Fees and Side-By-Side Management
We do not accept performance-based fees or participate in side-by-side management. Side-by-side
management refers to the practice of managing accounts that are charged performance-based fees
while at the same time managing accounts that are not charged performance-based fees.
Performance-based fees are fees that are based on a share of capital gains or capital appreciation of a
client's account. Our fees are calculated as described in the Advisory Business section above, and
are not charged on the basis of a share of capital gains upon, or capital appreciation of, the funds in
your advisory account.
Item 7 Types of Clients
We offer investment advisory services to individuals, pension and profit-sharing plans, trusts, estates,
charitable organizations, corporations, and other business entities.
We do not require a specific minimum to open and maintain an advisory account.
Item 8 Methods of Analysis, Investment Strategies and Risk of Loss
Our Methods of Analysis and Investment Strategies
We may use one or more of the following methods of analysis or investment strategies when providing
investment advice to you:
• Charting Analysis - involves the gathering and processing of price and volume information for a
particular security. This price and volume information is analyzed using mathematical
equations. The resulting data is then applied to graphing charts, which is used to predict future
price movements based on price patterns and trends.
• Fundamental Analysis - involves analyzing individual companies and their industry groups, such
as a company's financial statements, details regarding the company's product line, the
experience and expertise of the company's management, and the outlook for the company's
industry. The resulting data is used to measure the true value of the company's stock compared
to the current market value.
• Technical Analysis - involves studying past price patterns and trends in the financial markets to
predict the direction of both the overall market and specific stocks.
• Cyclical Analysis - a type of technical analysis that involves evaluating recurring price patterns
and trends.
• Long Term Purchases - securities purchased with the expectation that the value of those
securities will grow over a relatively long period of time, generally greater than one year.
• Short Term Purchases - securities purchased with the expectation that they will be sold within a
relatively short period of time, generally less than one year, to take advantage of the securities'
short-term price fluctuations.
Our investment strategies and advice may vary depending upon each client's specific financial
situation. As such, we determine investments and allocations based upon your predefined objectives,
risk tolerance, time horizon, financial horizon, financial information, liquidity needs, and other various
suitability factors. Your restrictions and guidelines may affect the composition of your portfolio.
The risk of market timing based on technical analysis is that charts may not accurately predict future
price movements. Current prices of securities may reflect all information known about the security and
day-to-day changes in market prices of securities may follow random patterns and may not be
predictable with any reliable degree of accuracy. The risk of fundamental analysis is that information
obtained may be incorrect and the analysis may not provide an accurate estimate of earnings, which
may be the basis for a stock's value. If securities prices adjust rapidly to new information, utilizing
fundamental analysis may not result in favorable performance. The risk of cyclical analysis is that
economic/business cycles may not be predictable and may have many fluctuations between long-term
expansions and contractions. The lengths of economic cycles may be difficult to predict with accuracy
and therefore the risk of cyclical analysis is the difficulty in predicting economic trends and
consequently the changing value of securities that would be affected by these changing trends.
Long-term purchases may also be affected by unforeseen long-term changes in the company in which
you are invested or in the overall market. Short term trading generally involves a greater degree of risk
than long term trading due to market volatility over a short period of time.
We may use short-term trading (in general, selling securities within 30 days of purchasing the same
securities) as an investment strategy when managing your account(s). Short-term trading is not a
fundamental part of our overall investment strategy, but we may use this strategy occasionally when
we determine that it is suitable given your stated investment objectives and tolerance for risk.
We will advise you on how to allocate your assets among various classes of securities or third-party
investment advisers. We will rely on investment model portfolios and strategies developed by the third-
party investment adviser. We may recommend replacing the third-party investment adviser, if there is a
significant deviation in characteristics or performance from the stated strategy and/or benchmark.
Risk of Loss
Investing in securities involves risk of loss that you should be prepared to bear. We do not represent or
guarantee that our services or methods of analysis can or will predict future results, successfully
identify market tops or bottoms, or insulate clients from losses due to market corrections or declines.
We cannot offer any guarantees or promises that your financial goals and objectives will be met. Past
performance is in no way an indication of future performance.
Recommendation of Particular Types of Securities
As disclosed under the "Advisory Business" section in this Brochure, we primarily recommend mutual
funds and exchange traded funds; however, we may recommend other types of securities since each
client has different needs and different tolerance for risk. Each type of security has its own unique set
of risks associated with it and it would not be possible to list here all of the specific risks of every type
of investment. Even within the same type of investment, risks can vary widely. However, in very
general terms, the higher the anticipated return of an investment, the higher the risk of loss associated
with it.
Mutual funds and exchange traded funds (ETFs) are professionally managed collective investment
systems that pool money from many investors and invest in stocks, bonds, short-term money market
instruments, other mutual funds, other securities or any combination thereof. The fund will have a
manager that trades the fund's investments in accordance with the fund's investment objective. While
mutual funds and ETFs generally provide diversification, risks can be significantly increased if the fund
is concentrated in a particular sector of the market, primarily invests in small cap or speculative
companies, uses leverage (i.e., borrows money) to a significant degree, or concentrates in a particular
type of security (i.e., equities) rather than balancing the fund with different types of securities.
Exchange traded funds differ from mutual funds since they can be bought and sold throughout the day
like stock and their price can fluctuate throughout the day. The returns on mutual funds and ETFs can
be reduced by the costs to manage the funds. Also, while some mutual funds are “no load” and charge
no fee to buy into, or sell out of, the fund, other types of mutual funds do charge such fees which can
also reduce returns. Mutual funds can also be “closed end” or “open end”. So-called “open end” mutual
funds continue to allow in new investors indefinitely whereas “closed end” funds have a fixed number
of shares to sell which can limit their availability to new investors.
Options Contracts: We may recommend the use of options as part of your investment strategy.
Options are complex securities that involve risks and are not suitable for everyone. Option trading can
be speculative in nature and carry substantial risk of loss. It is generally recommended that you only
invest in options with risk capital. An option is a contract that gives the buyer the right, but not the
obligation, to buy or sell an underlying asset at a specific price on or before a certain date (the
"expiration date"). The two types of options are calls and puts:
A call gives the holder the right to buy an asset at a certain price within a specific period of time. Calls
are similar to having a long position on a stock. Buyers of calls hope that the stock will increase
substantially before the option expires.
A put gives the holder the right to sell an asset at a certain price within a specific period of time. Puts
are very similar to having a short position on a stock. Buyers of puts hope that the price of the stock
will fall before the option expires.
Selling options is more complicated and can be even riskier.
The option trading risks pertaining to options buyers are:
• Risk of losing your entire investment in a relatively short period of time.
• The risk of losing your entire investment increases if, as expiration nears, the stock is below the
strike price of the call (for a call option) or if the stock is higher than the strike price of the put
(for a put option).
• European style options which do not have secondary markets on which to sell the options prior
to expiration can only realize its value upon expiration.
• Specific exercise provisions of a specific option contract may create risks.
• Regulatory agencies may impose exercise restrictions, which stops you from realizing value.
The option trading risks pertaining to options sellers are:
• Options sold may be exercised at any time before expiration.
• Covered Call traders forgo the right to profit when the underlying stock rises above the strike
price of the call options sold and continues to risk a loss due to a decline in the underlying
stock.
• Writers of Naked Calls risk unlimited losses if the underlying stock rises.
• Writers of Naked Puts risk unlimited losses if the underlying stock drops.
• Writers of naked positions run margin risks if the position goes into significant losses. Such
risks may include liquidation by the broker.
• Writers of call options could lose more money than a short seller of that stock could on the
same rise on that underlying stock. This is an example of how the leverage in options can work
against the option trader.
• Writers of Naked Calls are obligated to deliver shares of the underlying stock if those call
options are exercised.
• Call options can be exercised outside of market hours such that effective remedy actions
cannot be performed by the writer of those options.
• Writers of stock options are obligated under the options that they sold even if a trading market
is not available or that they are unable to perform a closing transaction.
• The value of the underlying stock may surge or ditch unexpectedly, leading to automatic
exercises.
Other option trading risks are:
• The complexity of some option strategies is a significant risk on its own.
• Option trading exchanges or markets and option contracts themselves are open to changes at
all times.
• Options markets have the right to halt the trading of any options, thus preventing investors from
realizing value.
• Risk of erroneous reporting of exercise value.
• If an options brokerage firm goes insolvent, investors trading through that firm may be affected.
• Internationally traded options have special risks due to timing across borders.
Risks that are not specific to options trading include market risk, sector risk and individual stock risk.
Option trading risks are closely related to stock risks, as stock options are a derivative of stocks.
Item 9 Disciplinary Information
Neither our firm nor any of our associated persons has any reportable disciplinary information.
Item 10 Other Financial Industry Activities and Affiliations
Representatives of our firm are licensed as insurance agents. These persons could earn commission-
based compensation for selling insurance products, including insurance products they sell to you.
Insurance commissions earned by these persons are separate from our advisory fees. Please see the
"Fees and Compensation" section in this Brochure for more information on the compensation received
by insurance agents who are affiliated with our firm.
Registrations with Broker-Dealer
Persons providing investment advice on behalf of our firm are registered representatives with SA
Stone, an unaffiliated securities broker-dealer. In addition, SA Stone is a registered investment adviser
and some members of our firm are investment adviser representatives with SA Stone and conduct
investment advisory activities through SA Stone in such capacity.
Affiliated Investment Adviser
Todd Battaglia, President and CEO of our firm, is also registered with our affiliated investment adviser,
MG&A Wealth PR, LLC. He serves as President and Chief Compliance Officer for MG&A Wealth PR,
LLC. MG&A Wealth PR, LLC was originally created to serve as a sub-adviser to MG&A Wealth but
since the services are no longer needed, its registration will be withdrawn in 2024. It has not provided
services to MG&A Wealth since its registration date in late 2023.
Item 11 Code of Ethics, Participation or Interest in Client Transactions and
Personal Trading
Description of Our Code of Ethics
We strive to comply with applicable laws and regulations governing our practices. Therefore, our Code
of Ethics includes guidelines for professional standards of conduct for our Associated Persons. Our
goal is to protect your interests at all times and to demonstrate our commitment to our fiduciary duties
of honesty, good faith, and fair dealing with you. All of our Associated Persons are expected to adhere
strictly to these guidelines. Our Code of Ethics also requires that certain persons associated with our
firm submit reports of their personal account holdings and transactions to a qualified representative of
our firm who will review these reports on a periodic basis. Persons associated with our firm are also
required to report any violations of our Code of Ethics. Additionally, we maintain and enforce written
policies reasonably designed to prevent the misuse or dissemination of material, non-public
information about you or your account holdings by persons associated with our firm.
Our Code of Ethics is available to you upon request. You may obtain a copy of our Code of Ethics by
contacting Mallory Mangrum at 954-289-9000.
Participation or Interest in Client Transactions
Neither our firm nor any of our Associated Persons has any material financial interest in client
transactions beyond the provision of investment advisory services as disclosed in this Brochure.
Personal Trading Practices
Our firm or persons associated with our firm do buy or sell the same securities that we recommend to
you or securities in which you are already invested. A conflict of interest exists in such cases because
we have the ability to trade ahead of you and potentially receive more favorable prices than you will
receive. To eliminate this conflict of interest, it is our policy that neither our Associated Persons nor we
shall have priority over your account in the purchase or sale of securities.
Item 12 Brokerage Practices
We primarily recommend the brokerage and custodial services of Fidelity Brokerage Services LLC
("Custodian"). Your assets must be maintained in an account at a “qualified custodian,” generally a
broker-dealer or bank. In recognition of the value of the services the Custodian provides, you may pay
higher commissions and/or trading costs than those that may be available elsewhere.
We seek to recommend a custodian/broker that will hold your assets and execute transactions on
terms that are, overall, the most favorable compared to other available providers and their services.
We consider various factors, including:
• Capability to buy and sell securities for your account itself or to facilitate such services.
• The likelihood that your trades will be executed.
• Availability of investment research and tools.
• Overall quality of services.
• Competitiveness of price.
• Reputation, financial strength, and stability.
• Existing relationship with our firm and our other clients.
As part of our portfolio management services, we use third party management platforms. You are
required to use the brokerage and custodial services of the firms with whom the third-party manager
has a relationship.
Persons providing investment advice on behalf of our firm who are registered representatives of SA
Stone are subject to applicable rules that restrict them from conducting securities transactions away
from SA Stone unless SA Stone provides the representative with written authorization to do so. It may
be the case that SA Stone charges higher transactions costs and/or custodial fees than another broker
charges for the same types of services. If transactions are executed though SA Stone, these
individuals (in their separate capacities as registered representatives of SA Stone) may earn
commission-based compensation as result of placing the recommended securities transactions
through SA Stone. This practice presents a conflict of interest because these registered
representatives have an incentive to effect securities transactions for the purpose of generating
commissions rather than solely based on your needs. You may utilize the broker-dealer of your choice
and have no obligation to purchase or sell securities through such broker as, we recommend.
However, if you do not use SA Stone, we may not be able to accept your account. Please see the
"Fees and Compensation" section in this Brochure for more information on the compensation received
by registered representatives who are affiliated with our firm.
Research and Other Dollar Benefits
We have an arrangement with National Financial Services LLC, and Fidelity Brokerage Services LLC
(together with all affiliates, "Fidelity") through which Fidelity provides our firm with Fidelity's "platform"
services. The platform services include, among others, brokerage, custodial, administrative support,
record keeping and related services that are intended to support intermediaries like our firm in
conducting business and in serving the best interests of their clients but that may benefit our firm.
Fidelity charges brokerage commissions and transaction fees for effecting certain securities
transactions (i.e., transactions fees are charged for certain no-load mutual funds, commissions are
charged for individual equity and debt securities transactions). Fidelity enables our firm to obtain many
no-load mutual funds without transaction charges and other no-load funds at nominal transaction
charges. Fidelity’s commission rates are generally considered discounted from customary retail
commission rates. However, the commissions and transaction fees charged by Fidelity may be higher
or lower than those charged by other custodians and broker-dealers.
As part of the arrangement, Fidelity also makes available to our firm, at no additional charge to our
firm, certain research and brokerage services, including research services obtained by Fidelity directly
from independent research companies, as selected by our firm (within specified parameters). These
research and brokerage services presently include services such as research data and analyses,
financial publications, recommendations, or other information about particular companies and
industries (through research reports and otherwise), and other products or services (e.g., software and
data bases) that provide lawful and appropriate assistance to our firm in the performance of our
investment decision-making responsibilities. Consistent with applicable rules, brokerage products and
services consist primarily of computer services and software that permit our firm to effect securities
transactions and perform functions incidental to transaction execution. These services are used by our
firm to manage accounts for which we have investment discretion. Without this arrangement, our firm
might be compelled to purchase the same or similar services at its own expense.
Additionally, we have received reimbursement from Fidelity for certain marketing and other expenses
related to transitioning our clients' accounts to Fidelity as their account custodian.
As a result of receiving such services for no additional cost and the reimbursement of expenses we
receive from Fidelity, our firm may have an incentive to continue to use or expand the use of Fidelity's
services. Our firm examined this potential conflict of interest when it chose to enter into the relationship
with Fidelity and has determined that the relationship is in the best interests of our firm's clients and
satisfies its client obligations, including its duty to seek best execution. A client may pay a commission
that is higher than another qualified broker-dealer might charge to effect the same transaction where
our firm determines in good faith that the commission is reasonable in relation to the value of the
brokerage and research services received. In seeking best execution, the determinative factor is not
the lowest possible cost, but whether the transaction represents the best qualitative execution, taking
into consideration the full range of a broke-dealer’s services, including the value of research provided,
execution capability, commission rates, and responsiveness. Accordingly, although our firm will seek
competitive rates, to the benefit of all clients, it may not necessarily obtain the lowest possible
commission rates for specific client account transactions. Although the investment research products
and services that may be obtained by our firm will generally be used to service all of our firm’s clients,
a brokerage commission paid by a specific client may be used to pay for research that is not used in
managing that specific client’s account. Our firm and Fidelity are not affiliates, and no broker-dealer
affiliated with our firm is involved in the relationship between our firm and Fidelity.
Brokerage for Client Referrals
We do not receive client referrals from broker-dealers in exchange for cash or other compensation,
such as brokerage services or research.
Block Trades
We may combine multiple orders for shares of the same securities purchased for discretionary
advisory accounts we manage in our UMA/SMA Program (this practice is commonly referred to as
"block trading"). If we block trade, we will distribute a portion of the shares to participating accounts in a
fair and equitable manner. Participating accounts will pay an asset-based transaction cost regardless
of the number of shares transacted. In the event an order is only partially filled, the shares will be
allocated to participating accounts in a fair and equitable manner, typically in proportion to the size of
each client’s order. Accounts owned by our firm or persons associated with our firm may participate in
block trading with your accounts; however, they will not be given preferential treatment.
We do not block trade for non-discretionary accounts. Accordingly, non-discretionary accounts may
pay different costs than discretionary accounts pay. If you enter into non-discretionary arrangements
with our firm, we may not be able to buy and sell the same quantities of securities for you and you may
pay higher commissions, fees, and/or transaction costs than clients who enter into discretionary
arrangements with our firm.
Item 13 Review of Accounts
Portfolio Management Reviews
The individual advisory representatives assigned to your account will monitor your accounts on a
continuous basis and will conduct account reviews at least semi-annually and upon your request to
ensure that the advisory services provided to you and/or the portfolio mix are consistent with your
current investment needs and objectives. Additional reviews may be conducted based on various
circumstances, including, but not limited to:
• contributions and withdrawals,
• year-end tax planning,
• market moving events,
• security specific events, and/or,
• changes in your risk/return objectives.
You will generally receive account statements directly from the account custodian(s) at least quarterly.
In addition, clients have access to their investment portfolio accounts through our online services.
Financial Planning Reviews
No automatic reviews or ongoing monitoring will occur unless specific arrangements are made in
advance. Nor will any reports be furnished to financial planning clients on a regularly scheduled basis.
Item 14 Client Referrals and Other Compensation
As disclosed under the "Fees and Compensation" section in this Brochure, persons providing
investment advice on behalf of our firm are licensed insurance agents, and are registered
representatives with SA Stone, an unaffiliated securities broker-dealer. For information on the conflicts
of interest this presents, and how we address these conflicts, please refer to the "Fees and
Compensation" section.
We directly compensate non-employee (outside) consultants, individuals, and/or entities (Solicitors) for
client referrals. In order to receive a cash referral fee from our firm, Solicitors must comply with the
requirements of the jurisdictions in which they operate. If you were referred to our firm by a Solicitor,
you should have received a copy of this brochure along with the Solicitor's disclosure statement at the
time of the referral. If you become a client, the Solicitor that referred you to our firm will receive either a
one-time fixed referral fee at the time you enter into an advisory agreement with our firm or a
percentage of the advisory fee you pay our firm for as long as you are a client with our firm, or until
such time as our agreement with the Solicitor expires. You will not pay additional fees because of this
referral arrangement. Referral fees paid to a Solicitor are contingent upon your entering into an
advisory agreement with our firm. Therefore, a Solicitor has a financial incentive to recommend our
firm to you for advisory services. This creates a conflict of interest; however, you are not obligated to
retain our firm for advisory services. Comparable services and/or lower fees may be available through
other firms.
Solicitors that refer business to more than one investment adviser may have a financial incentive to
recommend advisers with more favorable compensation arrangements. We request that our Solicitors
disclose to you whether multiple referral relationships exist and that comparable services may be
available from other advisers for lower fees and/or where the Solicitor's compensation is less
favorable.
We may recommend clients in need of loans to use Advisor Credit Exchange ("ACX") for business or
personal loans. We receive a commission for each loan that we refer to ACX, ranging from 0 - 0.25%
of the loan amount; therefore, we have a financial incentive to recommend ACX to our clients.
However, you are not required to use ACX and may select any lender of your choosing.
Item 15 Custody
Under government regulations, we are deemed to have custody of your assets if, for example, you
authorize us to instruct Fidelity or other custodians to deduct our advisory fees directly from your
account or if you grant us authority to move your money to another person's
account. Fidelity maintains actual custody of your assets. You will receive account statements directly
from Fidelity at least quarterly. They will be sent to the email or postal mailing address you provided to
Fidelity. You should carefully review those statements promptly when you receive them. We also urge
you to compare Fidelity's account statements with the periodic portfolio reports you will receive from
us. If there are any discrepancies, you are urged to contact us.
Wire Transfers or Standing Letters of Authorization
Our firm, or persons associated with our firm, may effect wire transfers from client accounts to one or
more third parties designated, in writing, by the client without obtaining written client consent for each
separate, individual transaction, as long as the client has provided us with written authorization to do
so. Such written authorization is known as a Standing Letter of Authorization or SLOA. An adviser with
authority to conduct such third-party wire transfers has access to the client's assets as defined under
the SEC's custody rule, and therefore has custody of the client's assets in any related accounts.
However, we are not required to obtain a surprise annual audit, as we otherwise would be for these
accounts, as long as we meet the following criteria:
1. You provide a written, signed instruction to the qualified custodian that includes the third party’s
name and address or account number at a custodian;
2. You authorize us in writing to direct transfers to the third party either on a specified schedule or
from time to time;
3. Your qualified custodian verifies your authorization (e.g., signature review) and provides a
transfer of funds notice to you promptly after each transfer;
4. You can terminate or change the instruction;
5. We have no authority or ability to designate or change the identity of the third party, the
address, or any other information about the third party;
6. We maintain records showing that the third party is not a related party to us nor located at the
same address as us; and
7. Your qualified custodian sends you, in writing, an initial notice confirming the instruction and an
annual notice reconfirming the instruction.
We hereby confirm that we meet the above criteria.
Item 16 Investment Discretion
With respect to our investment management services under the UMA/SMA and APM Programs, we
require that you grant our firm discretionary authorization to buy, sell, exchange, convert or otherwise
trade in mutual funds, exchange traded funds, and individual securities on your behalf without your
prior approval. Within the APM Program, we shall also have discretionary authority to reallocate your
portfolio to maintain adherence to the model portfolio(s) selected by you. Within the UMA/SMA
Program, we will grant the active discretionary management of all or part of your investment account to
one or more independent investment managers and/or investment management programs
("Independent Managers") based on your stated investment objectives. Discretionary authorization will
permit the Independent Managers to buy, sell, exchange, convert or otherwise trade in any securities
and to further delegate such discretionary authority to other Independent Managers.
Discretionary authority is typically granted by the investment advisory agreement you sign with our firm
and the appropriate trading authorization forms. We will assume discretionary authority to hire and fire
Independent Managers and/or reallocate your assets to other Independent Managers where we deem
such action appropriate.
Please refer to the Advisory Business section in this brochure for more information on our discretionary
management services.
Item 17 Voting Client Securities
With respect to our Adviser as Portfolio Manager Program (APM), we will determine how to vote
proxies based on our reasonable judgment of the vote most likely to produce favorable financial results
for you. Proxy votes generally will be cast in favor of proposals that maintain or strengthen the shared
interests of shareholders and management, increase shareholder value, maintain or increase
shareholder influence over the issuer's board of directors and management, and maintain or increase
the rights of shareholders. Generally, proxy votes will be cast against proposals having the opposite
effect. However, we will consider both sides of each proxy issue. Unless we receive specific
instructions from you, we will not base votes on social considerations.
Except in the case of a conflict of interest as described below, we do not accept direction from you on
voting a particular proxy.
Conflicts of interest between you and our firm, or a principal of our firm, regarding certain proxy issues
could arise. If we determine that a material conflict of interest exists, we will take the necessary steps
to resolve the conflict before voting the proxies. For example, we may disclose the existence and
nature of the conflict to you, and seek direction from you as to how to vote on a particular issue; we
may abstain from voting, particularly if there are conflicting interests for you (for example, where your
account(s) hold different securities in a competitive merger situation); or, we will take other necessary
steps designed to ensure that a decision to vote is in your best interest and was not the product of the
conflict.
We keep certain records required by applicable law in connection with our proxy voting activities. You
may obtain information on how we voted proxies and/or obtain a full copy of our proxy voting policies
and procedures by making a written or oral request to our firm.
If you participate in the SEI or UMA/SMA Programs, we will not vote proxies on behalf of your advisory
accounts. With respect to the UMA/SMA Programs, unless you elect to receive proxies in the custodial
documents, the applicable Investment Manager will vote proxies on your behalf. You will maintain all
proxy voting authority and may elect to receive and vote proxies in lieu of the Investment Manager. In
the event we were to receive any written or electronic proxy materials, we would forward them directly
to you by mail, unless you have authorized our firm to contact you by electronic mail, in which case, we
would forward any electronic solicitation to vote proxies.
Item 18 Financial Information
Our firm does not have any financial condition or impairment that would prevent us from meeting our
contractual commitments to you. We do not take physical custody of client funds or securities, or serve
as trustee or signatory for client accounts, and, we do not require the prepayment of more than $1,200
in fees six or more months in advance. Therefore, we are not required to include a financial statement
with this brochure. We have not filed a bankruptcy petition at any time in the past ten years.
Item 19 Requirements for State-Registered Advisers
We are a federally registered investment adviser; therefore, we are not required to respond to this
item.
Item 20 Additional Information
Your Privacy
We view protecting your private information as a top priority. Pursuant to applicable privacy
requirements, we have instituted policies and procedures to ensure that we keep your personal
information private and secure.
We do not disclose any nonpublic personal information about you to any nonaffiliated third parties,
except as permitted by law. In the course of servicing your account, we may share some information
with our service providers, such as transfer agents, custodians, broker-dealers, accountants,
consultants, and attorneys.
We restrict internal access to nonpublic personal information about you to employees, who need that
information in order to provide products or services to you. We maintain physical and procedural
safeguards that comply with regulatory standards to guard your nonpublic personal information and to
ensure our integrity and confidentiality. We will never sell information about you or your accounts to
anyone. We do not share your information unless it is required to process a transaction, at your
request, or required by law.
You will receive a copy of our privacy notice prior to or at the time you sign an advisory agreement with
our firm. Thereafter, we will deliver a copy of the current privacy policy notice to you if material
changes are made. Please contact Mallory Mangrum at 954-289-9000, if you have any questions
regarding this policy.
Trade Errors
In the event a trading error occurs in your account, our policy is to restore your account to the position
it should have been in had the trading error not occurred. Depending on the circumstances, corrective
actions may include canceling the trade, adjusting an allocation, and/or reimbursing the account. If a
trade error results in a profit, you will keep the profit.