Taylor Frigon Family Office LLC (the “Registrant”) is a limited liability company formed in the
state of Delaware in July 2022. The Registrant became registered with the U.S. Securities and
Exchange Commission in October 2022. The Registrant is owned by Taylor Frigon Capital
Management LLC, its Managing Member, Ryan M. Scharber, PLC and MJCW LLC.
B.
INVESTMENT ADVISORY SERVICES
As discussed below, the Registrant provides discretionary investment advisory services on
a fee basis. Registrant’s annual investment advisory fee shall include investment advisory
services, and, to the extent specifically requested by the client, financial planning and
consulting services, and certain legal and accounting-related services provided by the
Registrant’s members as discussed below. In the event that the client requires extraordinary
planning and/or consultation services (to be determined in the sole discretion of the
Registrant), the Registrant may determine to charge for such additional services, the dollar
amount of which shall be set forth in a separate written notice to the client.
The Registrant provides investment advisory services specific to the needs of each client.
Before providing investment advisory services, an investment adviser representative will
ascertain each client’s investment objectives. Thereafter, the Registrant will recommend
that the client allocate investment assets consistent with the designated investment
objectives. The Registrant primarily recommends that clients allocate investment assets
among various individual equity (stocks) and mutual funds in accordance with the client’s
designated investment objective(s). Once allocated, the Registrant provides ongoing
monitoring and review of account performance, asset allocation and client investment
objectives.
It remains the client’s responsibility to promptly notify the Registrant if there is ever any
change in their financial situation or investment objectives for the purpose of reviewing,
evaluating or revising Registrant’s previous recommendations and/or services.
The Registrant shall provide investment advisory services to its clients in conjunction with
Taylor Frigon Capital Management, LLC (“TFCM”), the Registrant’s affiliated SEC
registered investment advisor.
AFFILIATED MUTUAL FUND
Registrant’s affiliate, Taylor Frigon Capital Management, LLC (“Taylor Frigon Capital
Management”) serves as the investment adviser of the Taylor Frigon Core Growth Fund,
a mutual fund registered under the Investment Company Act of 1940 (the “Affiliated
Mutual Fund”). Registrant is responsible for the Affiliated Mutual Fund’s operations and
management, under the supervision of an independent Chief Compliance Officer and
Board of Trustees. The Affiliated Mutual fund seeks to generate long-term capital
appreciation under normal market conditions. The Affiliated Mutual Fund invests
primarily in common stocks of companies of all sizes, including small and micro-
capitalization companies. The prospectus for the Affiliated Mutual Fund contains a
complete description of the Affiliated Mutual Fund, its strategies, objectives, costs, and
risks. Before investing clients in the Affiliated Mutual Fund, the Registrant will make a
good faith determination about whether an investment would reasonably be appropriate by
considering factors that may include but are not limited to the following: (1) the client’s
investment objectives; (2) the total amount of client assets currently being managed by
Registrant; (3) the amount of anticipated future contributions that the client will make to
the account(s) being managed by the Registrant; (4) the cost and efficiency of managing
the client’s assets including and excluding an investment in the Affiliated Mutual Fund;
and (5) the combined management fees and expense ratios of other non-affiliated mutual
funds. However, the Registrant has a preference for recommending the Affiliated Mutual
Fund to its clients.
Mutual funds charge operating expenses and investment management fees. As described
in the Affiliated Mutual Fund’s prospectus, the Registrant receives a 1.00% management
fee from the Affiliated Mutual Fund based upon the amount of assets invested in the
Affiliated Mutual Fund. In addition, as also described in the Affiliated Mutual Fund
prospectus, the Registrant receives an additional fee of 0.45% of the Affiliated Mutual
Fund’s average daily net assets up to $100 million, and 0.25% of such assets in excess of
$100 million and is obligated to pay the operating expenses of the Affiliated Mutual Fund
excluding management fees, brokerage fees and commissions, 12b-1 fees (if any), taxes,
borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short),
ADR fees, the cost of acquired funds and extraordinary expenses. The Registrant will
waive its investment advisory fee described in Item 5 below with respect to any client
assets invested in the Affiliated Mutual Fund. Accordingly, the Registrant will only receive
one layer of management fees—the investment management fee payable by the Affiliated
Mutual Fund. Depending on the client’s agreement with the Registrant, this could result
in an increase or decrease in the amount of fees received by the Registrant. Clients may
direct Registrant, in writing at any time, not to exercise its discretionary authority to place
client assets in the Affiliated Mutual Fund or to limit the amount of assets that the
Registrant may invest in the Affiliated Mutual Fund. The Registrant’s Chief
Compliance Officer, Douglas E. Connolly, remains available to address any
questions regarding the above and any perceived conflict of interest.
AFFILIATED PRIVATE FUND
The Registrant’s affiliate, Taylor Frigon Capital Management, is the investment adviser
to Taylor Frigon Capital Partners, LP (the “Affiliated Private Fund”). The Registrant may
recommend that qualified clients consider investing in the Affiliated Private Fund on a
non-discretionary basis. The terms and conditions for participation in the Affiliated
Private Fund, including management and incentive fees, conflicts of interest, and risk
factors, are set forth in its offering documents. Registrant’s clients are under absolutely no
obligation to consider or make an investment in the Affiliated Private Fund or any other
private investment fund.
Private investment funds generally involve various risk factors, including, but not limited
to, potential for complete loss of principal, liquidity constraints and lack of transparency,
a complete discussion of which is set forth in each fund’s offering documents, which will
be provided to each client for review and consideration. Unlike liquid investments that a
client may maintain, private investment funds do not provide daily liquidity or pricing.
Each prospective client investor will be required to complete a Subscription Agreement,
pursuant to which the client shall establish that they are qualified for investment in the
fund and acknowledges and accepts the various risk factors that are associated with such
an investment.
In valuing the assets of the Affiliated Private Fund, the Registrant relies on the most recent
valuations provided by the underlying fund sponsors or issuer. When a fund sponsor or
issuer has not provided any updated valuations, the Registrant will use the purchase price
as the value of the investment. The current value of an investment in the Affiliated Private
Fund could be significantly more or less than the original purchase price or the price
reflected in any client report. The client’s investment in the Affiliated Private Fund is not
subject to an advisory fee discussed at Item 5 below, but remains subject to a
management fee charged by the Affiliated Private Fund.
Because the Registrant and/or its affiliates can earn compensation from the Affiliated
Private Fund (management fees, incentive compensation, etc.) that may exceed the fee
that the Registrant would earn under its fee referenced in Item 5 below, the
recommendation that a client become an Affiliated Private Fund investor presents a
conflict of interest. The Registrant generally has a preference for recommending its
Affiliated Private Fund over other non-affiliated funds, even if those other funds may have
better track records or investment metrics. No client is under any obligation to become an
Affiliated Private Fund investor. The Registrant’s Chief Compliance Officer, Douglas
E. Connolly, remains available to address any questions regarding this conflict of
interest.
Important Disclosures
Limitations of Financial Planning and Non-Investment Consulting/Implementation
Services. As indicated above, to the extent requested by a client, Registrant may provide
financial planning and related consulting services inclusive of its advisory fee as set forth
at Item 5 below (exceptions may occur based upon assets under management, special
projects, etc., for which the Registrant may charge a separate fee). However, neither the
Registrant nor its investment adviser representatives assist clients with the
implementation of any financial plan, unless they have agreed to do so in writing. The
Registrant does not monitor a client’s financial plan, unless specifically engaged to do
so, and it is the client’s responsibility to revisit the financial plan with the Registrant, if
desired. Legal and Accounting Services. To the extent requested by the client, the
Registrant’s advisory fee shall include certain legal and/or accounting-related services.
Additional legal and/or accounting services shall be available per the terms and
conditions of a separate fee and agreement. All such services shall be provided in
conjunction with one of Registrant’s affiliated members, Ryan M. Scharber, PLC and
MJCW LLC, respectively. Please Note: Although Registrant’s advisory fee shall include
the fee for certain legal and/or accounting-related services, all such services shall be
provided by the legal or accounting professional in such professional’s separate licensed
capacity per the terms and conditions of a separate agreement between the client and the
professional. See Licensed Attorney and Accounting and Tax Preparation Services
discussed at Item 10 below. To the extent requested by a client, the Registrant may
recommend the services of other unaffiliated professionals for certain non-investment
implementation purposes (i.e., insurance, etc.). 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 the Registrant. If the client engages any recommended unaffiliated
professional, and a dispute arises thereafter relative to such engagement, the client agrees
to seek recourse exclusively from and against the engaged professional. At all times, the
engaged licensed professional(s) (i.e., attorney, accountant, insurance agent, etc.), and
not the Registrant, shall be responsible for the quality and competency of the services
provided.
Custodian Charges-Additional Fees. As discussed below at Item 12 below, when
requested to recommend a broker-dealer/custodian for client accounts, Registrant generally
recommends that Schwab serve as the broker-dealer/custodian for client investment
management assets. Broker-dealers such as Schwab charge brokerage commissions,
transaction, and/or other type fees for effecting certain types of securities transactions (i.e.,
including transaction fees for certain mutual funds, and mark-ups and mark-downs charged
for fixed income transactions, etc.). The types of securities for which transaction fees,
commissions, and/or other type fees (as well as the amount of those fees) shall differ
depending upon the broker-dealer/custodian (while certain custodians, including Schwab,
generally do not currently charge fees on individual equity transactions (including ETFs),
others do. Please Note: there can be no assurance that Schwab will not change its
transaction fee pricing in the future). When beneficial to the client, individual fixed‐income
and/or equity transactions may be effected through broker‐dealers with whom Registrant
and/or the client have entered into arrangements for prime brokerage clearing services,
including effecting certain client transactions through other SEC registered and FINRA
member broker‐dealers (in which event, the client generally will incur both the transaction
fee charged by the executing broker‐dealer and a “trade-away” fee charged by Schwab).
These fees/charges are in addition to Registrant’s investment advisory fee at Item 5 below.
Registrant does not receive any portion of these fees/charges.
Cybersecurity Risk. The information technology systems and networks that Registrant
and its third-party service providers use to provide services to Registrant’s clients employ
various controls, which are designed to prevent cybersecurity incidents stemming from
intentional or unintentional actions that could cause significant interruptions in Registrant’s
operations and result in the unauthorized acquisition or use of clients’ confidential or non-
public personal information. Clients and Registrant are nonetheless subject to the risk of
cybersecurity incidents that could ultimately cause them to incur losses, including for
example: financial losses, cost and reputational damage to respond to regulatory
obligations, other costs associated with corrective measures, and loss from damage or
interruption to systems. Although Registrant has established processes to reduce the risk
of cybersecurity incidents, there is no guarantee that these efforts will always be successful,
especially considering that Registrant does not directly control the cybersecurity measures
and policies employed by third-party service providers. Clients could incur similar adverse
consequences resulting from cybersecurity incidents that more directly affect issuers of
securities in which those clients invest, broker-dealers, qualified custodians, governmental
and other regulatory authorities, exchange and other financial market operators, or other
financial institutions.
Use of Mutual Funds. Registrant utilizes mutual funds for its client portfolios. In addition
to Registrant’s investment advisory fee described below, and transaction and/or custodial
fees discussed above, clients will also incur, relative to all mutual fund purchases, charges
imposed at the fund level (e.g., management fees and other fund expenses). The mutual
funds utilized by the Registrant are generally available directly to the public. Thus, a client
can generally obtain the funds recommended and/or utilized by Registrant independent of
engaging Registrant as an investment advisor. However, if a prospective client does so,
then they will not receive Registrant's initial and ongoing investment advisory services.
Retirement Plan Rollovers. A client or prospective client leaving an employer typically
has four options regarding an existing retirement plan (and may engage in a combination
of these options): (i) leave the money in the former employer’s plan, if permitted, (ii) roll
over the assets to the new employer’s plan, if one is available and rollovers are permitted,
(iii) roll over to an Individual Retirement Account (“IRA”), or (iv) cash out the account
value (which could, depending upon the client’s age, result in adverse tax consequences).
If Registrant recommends that a client roll over their retirement plan assets into an account
to be managed by Registrant, such a recommendation creates a conflict of interest if
Registrant will earn new (or increase its current) compensation as a result of the rollover.
To the extent that Registrant recommends that clients roll over assets from their retirement
plan to an IRA managed by Registrant, then Registrant represents that it and its
investment adviser representatives are fiduciaries under the Employment Retirement
Income Security Act of 1974 (“ERISA”), or the Internal Revenue Code, or both. Clients
are under absolutely no obligation to engage Registrant as the investment adviser for
his/her retirement account.
Client Retirement Plan Assets. If requested to do so, Registrant shall provide investment
advisory services relative to 401(k) plan assets maintained by the client in conjunction
with the retirement plan established by the client’s employer. In such event, Registrant
shall allocate (or recommend that the client allocate) the retirement account assets among
the investment options available on the 401(k) platform. Registrant’s ability shall be
limited to the allocation of the assets among the investment alternatives available through
the plan. Registrant will not receive any communications from the plan sponsor or
custodian, and it shall remain the client’s exclusive obligation to notify Registrant of any
changes in investment alternatives, restrictions, etc. pertaining to the retirement account.
Unless expressly indicated by the Registrant to the contrary, in writing, the client’s 401(k)
plan assets shall be included as assets under management for purposes of Registrant
calculating its advisory fee. The Registrant shall not maintain the client’s 401(k)
password.
Unaffiliated Private Investment Funds. Registrant also provides investment advice
regarding unaffiliated private investment funds. Registrant, on a non-discretionary basis,
may recommend that certain qualified clients consider an investment in private investment
funds, the description of which (the terms, conditions, risks, conflicts and fees, including
incentive compensation) is set forth in the fund’s offering documents. Registrant’s role
relative to unaffiliated private investment funds shall be limited to its initial and ongoing
due diligence and investment monitoring services. If a client determines to become an
unaffiliated private fund investor, the amount of assets invested in the fund(s) shall be
included as part of “assets under management” for purposes of Registrant calculating its
investment advisory fee. Registrant’s fee shall be in addition to the fund’s fees. Registrant’s
clients are under absolutely no obligation to consider or make an investment in any private
investment fund(s).
Private investment funds generally involve various risk factors, including, but not limited
to, potential for complete loss of principal, liquidity constraints and lack of transparency,
a complete discussion of which is set forth in each fund’s offering documents, which will
be provided to each client for review and consideration. Unlike liquid investments that a
client may own, private investment funds do not provide daily liquidity or pricing. Each
prospective client investor will be required to complete a Subscription Agreement,
pursuant to which the client shall establish that he/she is qualified for investment in the
fund and acknowledges and accepts the various risk factors that are associated with such
an investment.
Valuation: In the event that Registrant references private investment funds owned
by the client on any supplemental account reports prepared by Registrant, the
value(s) for all private investment funds owned by the client shall reflect the most
recent valuation provided by the fund sponsor. However, if subsequent to
purchase, the fund has not provided an updated valuation, the valuation shall
reflect the initial purchase price. If subsequent to purchase, the fund provides an
updated valuation, then the statement will reflect that updated value. The updated
value will continue to be reflected on the report until the fund provides a further
updated value.
As result of the valuation process, if the valuation reflects initial purchase price or an
updated value subsequent to purchase price, the current value(s) of an investor’s fund
holding(s) could be significantly more or less than the value reflected on the report. Unless
otherwise indicated, Registrant shall calculate its fee based upon the latest value provided
by the fund sponsor.
Portfolio Activity. Registrant has a fiduciary duty to provide services consistent with the
client’s best interest. As part of its investment advisory services, Registrant will review
client portfolios on an ongoing basis to determine if any changes are necessary based upon
various factors, including, but not limited to, investment performance, market conditions,
fund manager tenure, style drift, account additions/withdrawals, and/or a change in the
client’s investment objective. Based upon these factors, there may be extended periods of
time when Registrant determines that changes to a client’s portfolio are neither necessary
nor prudent. Clients nonetheless remain subject to the fees described in Item 5 below during
periods of account inactivity. As indicated below, there can be no assurance that investment
decisions made by the Registrant will be profitable or equal any specific performance
level(s).
Cash Positions. Registrant continues to treat cash as an asset class. As such, unless
determined to the contrary by Registrant, certain cash positions (money markets, etc.) shall
continue to be included as part of assets under management for purposes of calculating
Registrant’s advisory fee. At any specific point in time, depending upon perceived or
anticipated market conditions/events (there being no guarantee that such anticipated
market conditions/events will occur), Registrant may maintain cash positions for defensive
purposes. In addition, while assets are maintained in cash, such amounts could miss market
advances. Depending upon current yields, at any point in time, Registrant’s advisory fee
could exceed the interest paid by the client’s money market fund.
Cash Sweep Accounts. Certain account custodians can require that cash proceeds from
account transactions or new deposits, be swept to and/or initially maintained in a specific
custodian designated sweep account. The yield on the sweep account will generally be
lower than those available for other money market accounts. When this occurs, to help
mitigate the corresponding yield dispersion, Registrant shall (usually within 30 days
thereafter) generally (with exceptions) purchase a higher yielding money market fund (or
other type security) available on the custodian’s platform, unless Registrant reasonably
anticipates that it will utilize the cash proceeds during the subsequent 30-day period to
purchase additional investments for the client’s account. Exceptions and/or modifications
can and will occur with respect to all or a portion of the cash balances for various reasons,
including, but not limited to the amount of dispersion between the sweep account and a
money market fund, the size of the cash balance, an indication from the client of an
imminent need for such cash, or the client has a demonstrated history of writing checks
from the account. Please Note: The above does not apply to the cash component
maintained within a Registrant actively managed investment strategy (the cash balances
for which shall generally remain in the custodian designated cash sweep account), an
indication from the client of a need for access to such cash, assets allocated to an
unaffiliated investment manager, and cash balances maintained for fee billing purposes.
Please Also Note: The client shall remain exclusively responsible for yield dispersion/cash
balance decisions and corresponding transactions for cash balances maintained in any
Registrant unmanaged accounts. ANY QUESTIONS: Registrant’s Chief Compliance
Officer, Douglas E. Connolly, remains available to address any questions that a client or
prospective client may have regarding the above.
Client Obligations. In performing its services, Registrant shall not be required to verify
any information received from the client or from the client’s other professionals and is
expressly authorized to rely thereon. Moreover, each client is advised that it remains their
responsibility to promptly notify the Registrant if there is ever any change in their financial
situation or investment objectives for the purpose of reviewing, evaluating or revising
Registrant’s previous recommendations and/or services.
Disclosure Brochure. A copy of the Registrant’s written Brochure and CRS, as set forth
on Parts 2 and 3 of Form ADV, respectively, shall be provided to each client prior to the
execution of any new advisory agreement.
C. The Registrant shall provide investment advisory services specific to the needs of each
client. Prior to providing investment advisory services, an investment adviser
representative will ascertain each client’s investment objective(s). Thereafter, the
Registrant shall allocate and/or recommend that the client allocate investment assets
consistent with the designated investment objective(s). The client may, at any time, impose
reasonable restrictions, in writing, on the Registrant’s services.
D. The Registrant does not participate in a wrap fee program.
E. As of December 31, 2023, the Registrant had $1,335,177 in assets under management on
a discretionary basis.