Description of Firm
JAG Capital Management, LLC (“JAGCM,” “we”, “Firm”) is a boutique investment advisory firm
providing portfolio management services to institutions and individuals, primarily in the United
States. JAGCM has been registered with the U.S. Securities and Exchange Commission (“SEC”) as
an investment adviser since its founding in 2011. JAGCM is a wholly owned subsidiary of J.A.
Glynn & Co. which is 100% employee owned. Norman B. Conley III is the controlling shareholder.
Asset Management
JAGCM provides discretionary asset management and related services to institutions and
individuals. On a limited basis, we also provide non-discretionary investment management
services. JAGCM also serves as the Adviser to the JAG Large Cap Growth Fund (the “Fund”) and
is responsible for selecting the Fund’s investments according to the Fund’s investment objectives,
policies, and restrictions, as outlined in the Fund’s prospectus.
Our investment team provides a full suite of investment management and advisory services for
corporations, individuals, and other entities as described in Item 7. Clients are provided with
individualized portfolio reports including asset allocation, portfolio returns, market values,
income, etc.
We primarily offer advice on the following types of investments: common stock, preferred stock,
stock options, publicly traded partnerships, non-traded REITs, American depositary receipts,
mutual funds and exchange-traded funds, convertible securities, certificates of deposit, U.S.
Treasurys, U.S. agencies, municipal securities, mortgage-backed securities, asset-backed
securities, and dollar-denominated corporate bonds.
JAGCM works with individual clients to administer an investment program and strategy based
upon the client's goals and needs. Depending upon the type of advisory program selected, clients
may participate in an investment strategy based upon a model investment portfolio (a “Model”).
Clients shall inform JAGCM of any specific investment policies, limitations, or restrictions and
JAGCM decisions will be made in accordance with those directives. If clients have their own
investment policy, JAGCM will review it to determine if those guidelines and restrictions are
compatible with our investment strategies.
Model Provider Services
JAGCM has entered into separate agreements with unaffiliated broker-dealers and investment
advisers (“Platform Sponsors”) enabling them to offer some of our Model based investment
strategies to their clients (“Platform Clients”) via their product platforms. JAGCM may enter into
additional separate agreements with Platform Sponsors at their mutual discretion. Pursuant to
the terms of our agreement, JAGCM provides Platform Sponsors with the composition of one or
more of our Models and notifies Plan Sponsors of transactions or re-allocations or both within
each Model as applicable. No personalized investment advice is provided by JAGCM to the
Platform Sponsors or any participating Platform Client. In the event that a Platform Client chooses
to invest in one of our Model based investment strategies through the Platform Sponsor, JAGCM
will receive a fee directly from the Platform Sponsor.
The terms of any such fee arrangement are governed by the contract between the Platform
Sponsor and JAGCM and differ from the fee schedules detailed in Section 5 of this document.
Financial Planning & Consulting
JAGCM provides financial planning and consulting services to individuals, families, and other
clients regarding the management of their financial resources based upon an analysis of the
clients’ current situation, goals, and objectives. Generally, such financial planning services will
involve preparing a financial plan or rendering a financial consultation for clients based on the
clients’ financial goals and objectives. This planning or consulting encompasses one or more of
the following areas: retirement planning, estate planning, charitable planning, planning for
education, corporate and personal tax planning, insurance analysis, and business and personal
financial planning.
Rollover to IRA
Clients considering rolling assets over from a qualified employer-sponsored retirement plan
(“Employer Plan”) to an Individual Retirement Account (“IRA”) should review and consider the
advantages and disadvantages of an IRA rollover from their Employer Plan. A plan participant
leaving an employer typically has four options and may engage in a combination of these options:
(1) Leave the assets in the former employer’s Employer Plan (if permitted);
(2) Roll the assets over to a new employer’s plan (if available and permitted);
(3) Roll the assets over to an IRA; or,
(4) Take distribution of the Employer Plan assets and pay the required taxes.
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.
At a minimum, clients should consider fees and expenses, investment options, services provided
and available, withdrawal options and penalties, protection from creditors and legal judgments,
required minimum distributions, and employer stock.
JAGCM encourages clients to discuss their options and review the considerations listed above
with any or all of the following: an accountant, third-party administrator, investment adviser to
their Employer Plan (if available), or legal counsel, to the extent they consider necessary.
ERISA
JAGCM provides investment management services to retirement plan assets subject to the
Employee Retirement Income Security Act of 1974 (ERISA). Through this service, we provide
clients with continuous and ongoing supervision over the designated retirement plan assets
consistent with the plan’s investment policy statement (if available). We actively monitor the
designated retirement plan assets and provide advice regarding the buying, selling, reinvesting
in, or holding of securities, cash, or other assets of the plan. When discretionary authority is
granted by the client, JAGCM makes all decisions to buy, sell, or hold securities, cash, or other
assets for the designated retirement plan at our sole discretion without first consulting with the
client. Again, when granted authority by the client, we have the power and authority to carry out
these decisions by giving instructions to brokers and dealers and the qualified custodian or
custodians of the plan. If a client elects to utilize our advisory services, JAGCM acts as an
investment manager to the plan, as defined by ERISA section 3(38) and JAGCM hereby
acknowledges that it is a fiduciary with respect to the plan assets.
Sub-Adviser – Non-affiliated Third-Party Investment Advisers
JAGCM provides advisory services to non-affiliated third-party registered investment advisers
and their investment adviser representatives through a discretionary, sub-advisory agreement.
Under this agreement, our relationship is primarily with the non-affiliated investment adviser
and not the end client. We rely on the non-affiliated investment adviser to obtain the client’s
financial information and assess if our advisory services are suitable for the client.
Wrap Fee Programs
JAGCM serves as an investment manager to several wrap fee programs which are sponsored by
unaffiliated firms. Wrap fee programs generally charge clients a specified “bundled” fee (typically
a percentage of assets under management) for discretionary investment management services
and trade execution costs. This may include other services such as custody, reporting, and
recordkeeping.
Wrap fees are typically payable to the program sponsor who administers the program and selects
investment advisers to participate in the program. More important, there is generally no
difference in JAGCM’s portfolio management services with respect to wrap fee accounts and the
services provided to other accounts. JAGCM typically receives a portion of the wrap fee from the
program sponsor for the portfolio management services JAGCM provides to the program which
is lower than our standard fee schedule.
Importantly, the overall client cost of a wrap fee program may exceed the cost a client would
otherwise pay for our standard management fee schedule and negotiated separate (“un-
bundled”) transaction and custody services through a client’s broker, through a client’s
custodian, or through both.
Orders placed on clients’ behalf by JAGCM in fixed income securities that are not executed by the
wrap program sponsor’s broker typically settle via prime brokerage or step-out transactions and
a client’s wrap sponsor or broker may assess additional charges or fees for these types of
transactions. Further information is available in the wrap program sponsor’s wrap program
brochure.
The sponsors of wrap fee programs provide clients with a copy of the sponsor’s wrap fee program
brochure that sets forth important information about their specific program.
Assets Under Management
As of December 31, 2023, regulatory assets under management (“RAUM”) by JAGCM on
discretionary and non-discretionary bases were:
Type of Account RAUM
Discretionary $1,437,425,582
Non-Discretionary $114,400,777
Total $1,551,826,359