Wagner Wealth Management Form ADV Part II and Firm Brochure

Wagner Wealth Management ("WWM") provides investment advisory services and financial planning. Financial planning includes advice on tax, estate, college and insurance planning. Investment advisory services includes asset allocation recommendations and advice regarding exchange listed securities, foreign issuers, certificates of deposit, index funds, insurance contracts and mutual fund shares. We also advise qualified clients regarding private placement offerings. Advice and recommendations are tailored to the individual needs of our clients. Clients may impose restrictions on investing in certain securities.

The company has been in business since January 1996 and is privately owned. Gary Wagner is the principal owner of the company. As of December 31, 2010, WWM managed $233,000,000. All assets managed are on a discretionary basis.

WWM collects fees for advisory services by charging clients a percentage of assets under management as follows: 

 

 

Financial Planning is included in the asset management fee. For clients who don’t pay an asset management fee, we bill for our time on an hourly basis or via a quarterly retainer. Hourly charges are $175-$250 per hour for professional time. Fees are negotiable. 

All asset management fees are payable in advance and deducted directly from client’s accounts unless otherwise specified. In addition to paying WWM’s fee, client's assets will be subject to fees and costs charged by mutual funds, separate account managers, private placement sponsors and custodians.

If a client relationship is terminated, fees will be refunded immediately to the client on a pro rata basis. Fees are calculated on a calendar quarterly basis and will be calculated based on the portfolio valuation the last market day of the month prior to the beginning of each calendar quarter. Quarters will begin on the first day of January, April, July, and October. The management fee for additional deposits to an existing portfolio will be based on the number of calendar days the assets are under the management during the applicable quarter.

The Investment Advisory Agreement may be terminated by either us or you by submitting written notice. If we receive notice of termination within five (5) business days of the signing of the Investment Advisory Agreement, services will be terminated without penalty (i.e., no fees are due). After the initial five (5) business days, fees will be due, based on the number of days of services provided prior to receipt of such notice. Termination of services will not affect the liabilities or obligations of the parties arising out of transactions initiated prior to termination. All written notices of termination under the Investment Advisory Agreement shall be delivered by hand, first class mail, e-mail, facsimile transmission, or by certified mail to the addresses set forth in the Investment Advisory Agreement.

Clients may purchase investment products through other brokers or agents that are not affiliated with WWM.

WWM provides services to individuals, investment companies, pension and profit sharing plans, trusts, estates, charitable organizations, corporations, and other business entities. Our minimum account size of $600,000.

Our analysis of investments is fundamental. We rely on research materials from research firms to conduct our analysis. Our investment strategy is generally to purchase investments for the long term based on an asset allocation appropriate for the client. We also conduct option trading for certain clients with experience in option trading. Other asset classes considered include exchange listed securities, foreign issuers, certificates of deposit, index funds, insurance contracts and mutual fund shares. We also advise qualified clients regarding private placement offerings. Investments in any security are not suitable for all investors and may involve a high degree of risk, including loss of investment. 

WWM has no other business activities other than those described above. WWM has a brokerage agreement with Charles Schwab and Co. ("Schwab") that allows WWM to take a limited power of attorney to exercise discretion on client accounts at Schwab. Pursuant to the agreement, fees owed to Schwab by clients are paid directly to Schwab. WWM fees are usually paid by deducting the fees directly from Schwab accounts. WWM is not a general partner in any partnership WWM recommends.

WWM has adopted a Code of Ethics that sets forth standards of conduct and required compliance with federal securities laws. A copy of our Code of Ethics is available to any client or prospective client upon request. 

WWM and its member and employees may buy or sell securities and mutual funds that WWM recommends to clients. WWM and its members and employees may also invest in private investments that WWM recommends to clients. Purchases of securities for WWM and its members and employees are limited to 1% of the total shares outstanding in the security. WWM will always give clients first priority when purchasing investments.

Client accounts are generally opened at Schwab. We selected Schwab because the commissions are competitive with other full service brokers and because Schwab provides excellent client service. WWM does not have the authority to select a broker without client consent.

WWM receives economic benefit from Schwab in the form of discounts for services Schwab provides to WWM. Schwab provides services to WWM with respect to WWM's portfolio management software and WWM's client relationship software. WWM's receipt of these discounts is not a factor in determining whether Schwab is selected as the broker for clients.

Written performance reports will be provided to clients quarterly. Each account is reviewed by an advisor on a quarterly basis. Other factors that trigger a review of an account are a client meeting, client request, deposit of cash, or a performance review of a position held in an account.

WWM receives client referrals from Schwab through WWM’s participation in Schwab Advisor Network^® (“the Service”). The Service is designed to help investors find an independent investment advisor. Schwab is a broker-dealer independent of and unaffiliated with WWM. Schwab does not supervise WWM and has no responsibility for WWM’s management of clients’ portfolios or WWM’s other advice or services. WWM pays Schwab fees to receive client referrals through the Service. WWM’s participation in the Service may raise potential conflicts of interest described below.

 

WWM pays Schwab a Participation Fee on all referred clients’ accounts that are maintained in custody at Schwab and a Non-Schwab Custody Fee on all accounts that are maintained at, or transferred to, another custodian. The Participation Fee paid by WWM is a percentage of the value of the assets in the client’s account. WWM pays Schwab the Participation Fee for so long as the referred client’s account remains in custody at Schwab. The Participation Fee is billed to WWM quarterly and may be increased, decreased or waived by Schwab from time to time. The Participation Fee is paid by WWM and not by the client. WWM has agreed not to charge clients referred through the Service fees or costs greater than the fees or costs WWM charges clients with similar portfolios who were not referred through the Service.

 

WWM generally pays Schwab a Non-Schwab Custody Fee if custody of a referred client’s account is not maintained by, or assets in the account are transferred from Schwab. This Fee does not apply if the client was solely responsible for the decision not to maintain custody at Schwab. The Non-Schwab Custody Fee is a one-time payment equal to a percentage of the assets placed with a custodian other than Schwab. The Non-Schwab Custody Fee is higher than the Participation Fees Advisor generally would pay in a single year. Thus, WWM will have an incentive to recommend that client accounts be held in custody at Schwab.

The Participation and Non-Schwab Custody Fees will be based on assets in accounts of WWM’s clients who were referred by Schwab and those referred clients’ family members living in the same household. Thus, WWM will have incentives to encourage household members of clients referred through the Service to maintain custody of their accounts and execute transactions at Schwab and to instruct Schwab to debit WWM’s fees directly from the accounts.

For accounts of WWM’s clients maintained in custody at Schwab, Schwab will not charge the client separately for custody but will receive compensation from WWM’s clients in the form of commissions or other transaction-related compensation on securities trades executed through Schwab. Schwab also will receive a fee (generally lower than the applicable commission on trades it executes) for clearance and settlement of trades executed through broker-dealers other than Schwab. Schwab’s fees for trades executed at other broker-dealers are in addition to the other broker-dealer’s fees. Thus, WWM may have an incentive to cause trades to be executed through Schwab rather than another broker-dealer. WWM nevertheless, acknowledges its duty to seek best execution of trades for client accounts. Trades for client accounts held in custody at Schwab may be executed through a different broker-dealer than trades for WWM’s other clients. Thus, trades for accounts custodied at Schwab may be executed at different times and different prices than trades for other accounts that are executed at other broker-dealers. WWM receives no compensation from any entity other than Schwab for a client referral.

WWM has authority to determine, without client consent, securities or mutual funds to be bought or sold and the commission rates to be paid to the broker. WWM obtains consent from all clients regarding asset allocation prior to purchasing investments for clients. Certain investments require additional written client consent, including private limited partnerships and separately managed accounts.

Clients may select when opening a Schwab account, whether the client or WWM will vote proxies for the client's securities. If the client chooses to have WWM vote the proxies, WWM will do so in the client's best interest, without regard to WWM's interest. Clients may obtain information on how their proxies were voted by making an oral or written request to WWM. A copy of WWM’s proxy voting policies and procedures is available upon request. 

WWM does not have custody of client funds and does not require prepayment of more than $500 in fees six or more months in advance. Per applicable rules, WWM does not attach a balance sheet to this form.

 

WWM investment decisions are determined by an investment committee. Biographies of the investment committee members are attached to this form. All investment committee members are licensed by the State of Colorado and the SEC to give investment advice.