MinichMacGregor Wealth Management, LLC is a registered investment adviser primarily based in Saratoga Springs, New York. Our firm is organized as a limited liability company under the laws of the State of New York. We have been providing investment advisory services since 2009. James F. Minich and Jason K. MacGregor are our principal owners.
We provide our clients with a wide range of investment advisory services through our investment management programs, including financial planning and consulting, asset allocation services, selection of third party advisers, and discretionary and non-discretionary management of investment portfolios. Our integrated suite of services may be offered to clients on an all-inclusive or individual basis. Please refer to the description of each investment advisory service listed below for information on how we tailor our advisory services based on an analysis of your financial situation, personal balance sheet complexities, and individualized needs.
As used in this firm brochure, the words "we," "our," "firm," and "us" refer to MinichMacGregor Wealth Management, LLC 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 firm brochure. As used in this firm brochure, our Associated Persons are our firm's officers, employees, and all individuals providing investment advice on behalf of our firm.
Financial Planning/Consulting Services We may provide broad-based and consultative financial planning services to our clients that may include investment and non-investment related matters. 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. In addition to traditional financial planning services, we offer financial consultations on a variety of matters, including analysis and advice on investment strategy, asset allocation, and review of specific investment programs, products, and/or alternative investment opportunities, among others.
Prior to engaging our firm to provide financial planning and/or consulting services, you will generally be required to enter into a separate written agreement with us that sets forth the terms and conditions of the engagement and describes the scope of the services to be provided, and the fees to be paid. Financial plans are based on your financial situation at the time we present the plan to you, and on the financial information you provide to our firm. In providing the contracted services, we are not required to verify any information we receive from you or from your other professionals (e.g. attorney, accountant, etc.) and we are expressly authorized to rely on the information you provide. You must promptly notify our firm if your financial situation, goals, objectives, or needs change.
In providing financial planning and/or consulting services, we may recommend our services and/or those of our Associated Persons in their separate capacities as insurance agents, and/or other industry professionals with whom we have agreements to receive additional compensation (e.g. independent third party advisers). These arrangements create a conflict of interest insofar as our firm and/or its Associated Persons have a financial incentive to make certain recommendations of third party service providers to our clients. You retain absolute discretion over the decision to implement our financial planning recommendations. You are under no obligation to act on our financial planning recommendations, and you are free to accept or reject any recommendations provided by our firm or our Associated Persons. 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 4 ©2017 National Compliance Services 800-800-3204 firm of your choose. However, if you engage our firm for additional investment advisory services, we may offset all or a portion of our fees for those services based upon the amount you paid for the financial planning and/or consulting services provided.
Portfolio Management Services We typically offer discretionary portfolio management services in accordance with your individual investment objectives. If you participate in our discretionary portfolio management services, we require you to grant our firm discretionary authority to manage your account. Subject to a grant of discretionary authorization, we have the authority and responsibility to formulate investment strategies on your behalf. This authorization includes deciding which securities to buy and sell, when to buy and sell, in what amounts, and selection over the broker or dealer to be used in accordance with your investment program, without obtaining your prior consent or approval for each transaction. Discretionary authority is typically granted by the investment advisory agreement you sign with our firm, a power of attorney, and/or trading authorization forms. You may limit our discretionary authority (for example, limiting the types of securities that can be purchased for your account) by providing our firm with your restrictions and guidelines in writing.
In limited circumstances, we may also manage advisory accounts on a non-discretionary basis, meaning specific client consent must be granted prior to each transaction. You have an unrestricted right to decline to implement any advice provided by our firm on a non-discretionary basis.
Predicated on suitability, we may also recommend independent third-party money managers and other wealth advisers (collectively "sub-adviser") for account management services. The sub-adviser may be retained to manage a portion of, or your entire portfolio. In doing so, our primary objective is to align you with the appropriate sub-adviser(s) to allow you to capitalize on opportunities that will strengthen or enhance your personal wealth. Under such arrangements, we will monitor the sub-adviser's performance and we may assume discretionary authority to hire and fire a sub-adviser and reallocate your assets, where such action is deemed to be in your best interest. See additional disclosures below in the discussion entitled "Selection of Other Advisers." You may make additions to and withdrawals from your account at any time, subject to our right to terminate an account. If assets are deposited into your account after the inception of a quarter that exceed $15,000, the fee payable with respect to such assets will be prorated based on the number of days remaining in the quarter. You may withdraw account assets on notice to our firm, subject to the usual and customary securities settlement procedures. For partial withdrawals in excess of $15,000 within a billing period, we will credit our unearned fee towards the next quarter's fee. However, we design our portfolios as long-term investments and asset withdrawals may impair the achievement of your specific investment objectives. Please refer to the Fees and Compensation section below for additional disclosures on this topic.
Proprietary Investment Strategy For certain clients, we may manage your portfolio by allocating portfolio assets among various investments on a discretionary basis using one or more of our proprietary investment strategies (collectively referred to as "investment strategy"). In so doing, we will buy and sell investments based upon the investment strategy.
Services provided using our investment strategy are designed to comply with the requirements of Rule 3a-4 of the Investment Company Act of 1940, as amended. Rule 3a-4 provides similarly-managed accounts, such as the investment strategy, with a safe harbor from the definition of an investment company. In accordance with Rule 3a-4, the following features have been specifically included in our advisory services using the investment strategy: 5 ©2017 National Compliance Services 800-800-3204 1. Initial Interview - an initial interview is conducted with you to determine your financial circumstances, goals, acceptable levels of risk, any reasonable restrictions on the management of their account, and other relevant circumstances; 2. Individual Treatment - your account is managed on the basis of your financial circumstances and investment objectives; 3. Consultation - an Associated Person of our firm who is knowledgeable about your account will be reasonably available to consult with you relative to the status and management of your account; 4. Notice of Transactions - you will receive notice of all transactions in your account as if you had maintained a similar account outside of the investment strategy; 5. Quarterly Statement - you will be provided with a quarterly statement containing a description of all activity in the your account; 6. Ability to Impose Restrictions - you will have the ability to impose reasonable restrictions on the management of your account, including the ability to instruct our firm not to purchase certain securities or types of securities; 7. No Pooling - your beneficial interest in a security does not represent an undivided interest in all the securities held by the custodian, but rather represents a direct and beneficial interest in the securities which comprise your account; 8. Separate Account - a separate account is maintained for you with the custodian; and 9. Ownership - you retain indicia of ownership of your account (e.g. right to withdraw securities or cash, exercise or delegate proxy voting, and receive transaction confirmations).
In addition to the foregoing, you may, in writing, place reasonable limitations upon our discretionary authority. The investment strategy may involve an above-average portfolio turnover that could negatively impact upon the net after-tax gain experienced by an individual client. Securities in the investment strategy are usually exchanged and/or transferred without regard to your individual tax ramifications. Certain investment

opportunities that become available to you may be limited. For example, various mutual funds or insurance companies may limit the ability of our firm to buy, sell, exchange or transfer securities consistent with our investment strategy. As further discussed in Item 12 - Brokerage Pratices of this firm brochure, in order to meet our fiduciary duty to you, we endeavor to allocate investment opportunities among our clients on a fair and equitable basis. Participation in our investment strategy carries additional risk to your investments in that a mutual fund or insurance company may unilaterally restrict and/or prohibit our firm's trading activities thus prohibiting us from managing the assets consistent with the given investment strategy.
Selection of Other Advisers As part of our investment advisory services, we may recommend that you use the services of a third party money manager ("TPMM") to manage your entire, or a portion of your, investment portfolio. The TPMM's services will typically be provided directly to you by the TPMM or through a wrap program. After gathering information about your financial situation and objectives, we will recommend that you engage a specific TPMM or investment program. Factors that we take into consideration when making our recommendation(s) include, but are not limited to, the following: the TPMM's performance, methods of analysis, fees, your financial needs, investment goals, risk tolerance, and investment objectives. We will continue to provide advisory services to you relative to the ongoing monitoring and review of the TPMM's performance to ensure their management and investment style remains aligned with your investment goals and objectives.
The TPMM(s) will actively manage your portfolio and will assume discretionary investment authority over your account. We will assume discretionary authority to hire and fire TPMM(s) and/or reallocate your assets to other TPMM(s) where such action is deemed to be in your best interest.
6 ©2017 National Compliance Services 800-800-3204 In addition to our written disclosure statement, you will also receive the written disclosure statement of the TPMM(s) and wrap fee program sponsor (if applicable). You will be required to sign an agreement directly with the recommended TPMM(s). You may terminate your advisory relationship with the TPMM according to the terms of your agreement with the TPMM. You should review each TPMM's disclosure brochure for specific information on how you may terminate your advisory relationship with the TPMM and how you may receive a refund, if applicable.
Advisory Services to Retirement Plans We offer various levels of advisory and consulting 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 under ERISA Section 408(b)(2), 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, our status, and the compensation we receive for providing those services (which is described below in Item 5). The services we provide to your Plan may include some or all of the following: Plan Design, Plan Management, Participant Enrollment Assistance, and Participant Education, among others.. The services are negotiated on a case-by-case basis and are more specifically described and in the service agreement that the Plan signs with our firm. 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 discretionary and/or non-discretionary fiduciary of the Plan as defined in Section 3(21) under ERISA. Advisory Services to Plan Participants Separate and apart from the services we provide to a qualified plan, we also provide advisory services to plan participants. In providing these services, a representative of our firm will meet with the individual participant that seeks to engage us for separate advisory services to gather information concerning their retirement investments, time horizon, risk tolerance and investment goals. We will review the information and generate individualized investment advice that will include percentages to be allocated among a number of the plan's core investment options. After the initial review and percentage allocation recommendations, we will proactively make changes to the percentage allocations based upon our knowledge of the available funds and market conditions. We will not provide recommendations on investments held outside of the plan and the plan participant retains the sole responsibility to implement the recommendations and to update our firm as to changes in personal financial information. We do not guarantee that the participants' investment objectives will be achieved.
Participant advice shall be delivered as an ERISA Non-Discretionary Fiduciary Service.
You should be aware and understand that we also provide services at the Plan level. We are not using our status as a fiduciary to the Plan to encourage you to separately retain us for investment advice. Your Plan sponsor does not recommend that you retain our services and that as the participant you are making an informed and independent determination to retain our firm for services that are separate and apart from the services we provide to the Plan. Your decision to separately retain our services is based on your independent determination. You are not obligated to retain our firm for advisory services and you are free to choose any other investment adviser to provide the same or similar services at higher or lower fees. Participant Account Management (Discretionary) 7 ©2017 National Compliance Services 800-800-3204 We use a third party platform to facilitate management of held away assets such as defined contribution plan participant accounts, with discretion. The platform allows us to avoid being considered to have custody of Client funds since we do not have direct access to Client log-in credentials to affect trades. We are not affiliated with the platform in any way and receive no compensation from them for using their platform. A link will be provided to the Client allowing them to connect an account(s) to the platform. Once Client account(s) are connected to the platform, we will review the current account allocations. When deemed necessary, we will rebalance the account considering client investment goals and risk tolerance, and any change in allocations. We will also consider current economic and market trends. The goal is to improve account performance over time, minimize loss during difficult markets, and manage internal fees that harm account performance. Client account(s) will be reviewed at least quarterly and allocation changes will be made as deemed necessary.
Types of Investments We primarily offer advice on investment company securities (mutual funds), exchange traded funds ("ETFs"), and investment with independent third party advisers. We will also provide advice on: equity securities, warrants, corporate debt securities, certificates of deposit, municipal securities, U.S. government securities, and options contracts on securities. Additionally, we may recommend other types of investments since each client has different needs and different tolerances for risk. We may also advise you on any type of investment held in your portfolio at the inception of our advisory relationship, or on specific types of investments at your request.
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.
IRA 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 an ERISA account to an account that we manage or provide investment advice to, because the assets increase our Assets Under Management and, in turn, our advisory fees. In contrast, we receive less, or no, compensation if assets remain in the current plan or are rolled over to another Company's plan in which you may participate.
8 ©2017 National Compliance Services 800-800-3204 Assets Under Management As of December 31, 2023, we manage $501,300,482 in client assets on a discretionary basis, and no client assets on a non-discretionary basis.