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Item 1: Cover Page
Foguth Wealth Management,
LLC
325 W. Main St.
Brighton, Michigan, 48116
Form ADV Part 2A – Firm Brochure
(810) 522-5650
Dated January 12, 2026
compliance@foguthfinancial.com
This Brochure provides information about the qualifications and business practices of Foguth Wealth
Management, LLC, “FWM”. If you have any questions about the contents of this Brochure, please contact us
at (810) 522-5650. 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.
Foguth Wealth Management, LLC is registered as an Investment Adviser with SEC. Registration of an
Investment Adviser does not imply any level of skill or training.
Additional information about FWM is available on the SEC’s website at www.adviserinfo.sec.gov, which can be
found using the firm’s identification number, 801-128714.
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Item 2: Material Changes
Foguth Wealth Management, LLC has the following material changes to report. Material changes relate to
Foguth Wealth Management, LLC’s policies, practices or conflicts of interest.
•
(Item 4) Addition of language purtaining to the Estate Planning services now provided by Foguth
Wealth Management, LLC.
(Item 4) We have updated our Assets Under Management totals for year-ending 2025
•
•
(Item 5) Addition of language purtaining to the fees associated with Estate Planning services provided
by Foguth Wealth Management, LLC.
•
(Item 12) Removal of language regarding recommendation of Custodians to avoid confusion. FWM
recommends and utilizes the same Custodian for all accounts.
•
At any time, you may view the current Disclosure Brochure online at the SEC's Investment Adviser Public
Disclosure website at http://www.adviserinfo.sec.gov by searching for our firm name or by our SEC # 801-
128714.
You may also request a copy of this Disclosure Brochure at any time, by contacting us at (810) 522-5650.
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Item 3: Table of Contents
Contents
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Item 1: Cover Page
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Item 2: Material Changes
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Item 3: Table of Contents
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Item 4: Advisory Business
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Item 5: Fees and Compensation
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Item 6: Performance-Based Fees and Side-By-Side Management
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Item 7: Types of Clients
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Item 8: Methods of Analysis, Investment Strategies and Risk of Loss
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Item 9: Disciplinary Information
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Item 10: Other Financial Industry Activities and Affiliations
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Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading
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Item 12: Brokerage Practices
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Item 13: Review of Accounts
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Item 14: Client Referrals and Other Compensation
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Item 15: Custody
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Item 16: Investment Discretion
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Item 17: Voting Client Securities
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Item 18: Financial Information
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Item 4: Advisory Business
Description of Advisory Firm
Foguth Wealth Management, LLC. is registered as an Investment Adviser with the Securities and Exchange
Commission. We were founded in February 2023. Michael Foguth is the principal owner of FWM and Mark A.
Zeigler II is the Principal and Chief Compliance Officer
Types of Advisory Services
Investment Management
Services
We are in the business of managing individually tailored investment portfolios. Our firm provides continuous
advice to a Client regarding the investment of Client funds based on the individual needs of the Client.
Through personal discussions in which goals and objectives based on a Client's particular circumstances are
established, we develop a Client's personal investment policy or an investment plan with an asset allocation
target and create and manage a portfolio based on that policy and allocation targets. We will also review and
discuss a Client’s prior investment history, as well as family composition and background.
Account supervision is guided by the stated objectives of the Client (e.g., aggressive growth, growth, income,
or growth, and income), as well as tax considerations. Clients may impose reasonable restrictions on investing
in certain securities, types of securities, or industry sectors. Fees pertaining to this service are outlined in Item
5 of this brochure.
Use of Third-Party Managers, Outside Managers, or Sub-Advisors (TAMPs)
We offer the use of Third-Party Managers, Outside Managers, or Sub-Advisors (TAMPs) for portfolio
management services. We assist Clients in selecting an appropriate allocation model, completing the Outside
Manager’s investor profile questionnaire, interacting with the Outside Manager and reviewing the Outside
Manager. Our review process and analysis of outside managers is further discussed in Item 8 of this Form
ADV Part 2A. Additionally, we will meet with the Client on a periodic basis to discuss changes in their
personal or financial situation, suitability, and any new or revised restrictions to be applied to the account. Fees
pertaining to this service are outlined in Item 5 of this brochure.
FWM Asset Allocation Models
The FWM Asset Allocation Models we offer have been designed around SEC registered exchange-traded
products (ETP’s), primarily including exchange traded funds (ETF’s) and NMS securities, with various
investment characteristics and parameters offering a series of investment options for our clients based on their
investment objectives.
Typically, future prospects for greater investment returns bear greater risks, commonly reflected in price and
trading volatility, including potential loss of income and principal. Our assessment of the relative risks and
volatility of different categories of investments, as well as specific investments, are affected by many,
variables beyond our control and represent our professional judgement that under no circumstances can be
guaranteed or assured.
Each of our Models includes varying asset allocations among different ETP’s and ETF’s having different
investment characteristics and risks including, among others (i) domestic and foreign equities of issuers having
varying levels of capitalization, investment characteristics, historical performance, and other considerations; and
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(ii) fixed income securities issued by federal, state and local governments and corporate issuers with varying
levels of capitalization, investment characteristics, credit enhancements, credit histories, and other credit-
related considerations. Historical performance and credit histories do not assure the future performance of
those securities.
Risk and volatility are very important among the various investment-related considerations potentially
affecting anticipated investment performance. See Item 8, Methods of Analysis, Investment Strategies and
Risk of Loss, as amended from time to time, for additional information regarding our investment strategies,
practices and related risk considerations.
Typically, once each year, and in special cases more frequently, the Model composition and allocation weights
may be adjusted. The timing of our rebalancing of a Model may have tax-related consequences for clients as
a whole but not with respect to any specific clients circumstances. See Item 4, Advisory Business, for
additional information.
Direct Indexing Models
We currently have a single Outside Manager with which we have an agreement in place, Orion Portfolio
Solutions, LLC (“OPS”). OPS is a Securities and Exchange Commission registered investment adviser (SEC#
801-57265) that offers FWM access to custom, optimized investment portfolios based on specific risk models
and objectives with an emphasis on tax efficiency and tax transitions, also known as Custom, or Direct Indexing.
Direct Indexing is an investment strategy which involves buying individual stocks that make up an index, in
similar proportions as the index. Direct Indexing offers several advantages over owning an index mutual fund
or index echanged-traded-fund (index ETF), including greater flexibility and tax efficiencies.
On an ongoing basis, OPS analyzes the end client portfolios for opportunities to rebalance or tax-loss harvest the
portfolio based on specified parameters or requests, tax-loss harvesting preferences, tracking error to the
underlying benchmark(s), or other considerations. When a determination is made by OPS that rebalancing is
appropriate, trades to effectuate the rebalancing are executed on a discretionary basis.
OPS’s ongoing automated tax-loss harvesting is a feature which can be enabled for end investors, if certain
conditions are met. Tax-loss harvesting is the practice of selling an asset that has experienced a marked-to-
market loss and replacing it with a basket of securities that seeks to maintain portfolio characteristics vs. the
selected benchmark subject to transaction costs and other considerations. By realizing, or “harvesting” the loss,
Clients can seek to offset taxes on capital gains and income for an end investor, thereby potentially deferring tax
liabilities.
information
regarding OPS
can
be
found
at
the
following web
address,
Additional
https://adviserinfo.sec.gov/firm/summary/107975.
Financial Planning Services
We provide financial planning services on topics such as qualified planning, risk management, college
savings, cash flow, debt management, work benefits, and estate and incapacity planning. Clients will receive a
financial plan at the beginning of the engagement. The financial plan covers a variety of topics including, but
not limited to, Social Security benefit planning, investment-related tax advice such as Roth conversion timing
and distribution planning, investment planning (allocation and rebalancing), estate planning (non-legal) and
income planning.
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Estate Planning Services
In partnership with Trust&Will.com, a third-party software-as-a-service (SaaS) company, we may provide you
with estate planning services such as drafting of a Revocable Trust document, pour over Will, HIPAA
authorizations, Medical Powers of Attorney and medical directives. These services are provided to you
strictly on a non-legal basis as neither us nor Trust&Will.com are licensed attorneys and are unable to practice
law. You should consult with an Attorney to confirm the accuracy of the documents themselves and whether
they conform to your needs.
We will discuss your current estate planning situation with you in detail to determine if our services are in
your best interest prior to engaging Trust&Will.com. If the determination is made to engage Trust&Will.com,
we will assist you in creating your estate documents according to your wishes. Please note that no employee,
contractor, officer or director of Foguth Wealth Management, LLC. can serve as your Trustee, Grantor or
beneficiary to your Trust.
Qualified Plan Consulting Services
If you are a qualified plan sponsor, we offer qualified plan consulting services to assist you in meeting your
fiduciary obligations to your company sponsored Defined Contribution Plan. We can provide these services
either on an ongoing basis or by way of a specific or one-time project-based request. Through interviews with
the appropriate individuals at your company, we identify and confirm, together with you, targeted goals and
objectives. Based upon information you provide, we are able to offer both fiduciary and non-fiduciary
services for your selection, as needed.
Fiduciary services, as defined under 3(21)(A) of the Employee Retirement Income Security Act of 1974
(“ERISA”), are provided under a Service and Non-Discretionary Investment Advisory Agreement for ERISA
Defined Contribution Plans, as defined in Section 3(38) of ERISA, under a Service and Discretionary
Investment Advisory Agreement for ERISA Defined Contribution Plans (collectively referred to as FRPS
Retirement Consulting Agreements.”)
An FRPS Retirement Consulting Agreement is provided prior to the start of our relationship and dependent
upon your selections, may include the following services:
• Develop or supply assistance to develop, document, and review your plan’s investment policy
statement (“IPS”);
• Recommendations regarding the retention, selection, or termination of certain designated investment
alternatives and /or qualified default investment alternatives in accordance with your plan’s
guidelines; and
• Preparation and presentation of periodic investment measurement reports for your plan. These reports
typically include analyses and recommendations regarding (1) the current investment market
environment, as well as possible future market trends; (2) manager performance and asset allocation;
(3) reporting provided by Custodians and Administrators; (4) investment performance and investment
costs of current selections compared to benchmarks and market averages.;
• Provide participant-level advice to your current employees in the plan if you select that service in the
Participant Advice Supplement (“Supplement”) to our agreement with you. If you selected participant
level advice, each employee seeking individual advice will in turn sign a separate Participant
Acknowledgement electing to utilize the service while actively employed by the plan sponsor.
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Participant level advice is only applicable to participant account(s) held within the qualified plan
while the participant is employed by your company.
Through interviews with employee participants who desire our advice, our representatives will gather
information regarding their time horizon, risk tolerance and investment goals. Based on the
information obtained, our representatives will provide non-discretionary investment recommendations
to the plan participant in regards to their qualified plan account(s). Non-discretionary investment
advice means that the participant must choose whether to follow and implement the advice or
recommendations that we provide to them;
• Select, monitor, remove and replace the Plan’s Designated Investment Alternatives, including the
Plan’s qualified default investment alternative, consistent with the Plan’s IPS or written investment
objectives;
• Non-fiduciary consulting services may include services regarding plan design,, service provider
evaluation, training, and participant education.
Termination of Qualified Plan Consulting Services
As the plan sponsor, you may terminate the Retirement Consulting Agreement without incurring fees or
penalties within five (5) business days after entering into the Agreement.
After five (5) business days, you or we may terminate the Agreement by providing fifteen (15) days prior
written notice. The Agreement will then terminate on the month end immediately following the fifteen (15)
day notice period (“Termination Date”). We will prorate our compensation to the Termination Date. With the
exception of any compensation due and owing upon termination, we do not have any additional termination
charges or termination fees. After the Termination Date, we will have no further duties or obligations to the
Plan.
The Participant level advice supplement may be terminated at any time by you or us upon fifteen (15) days prior
written notice. After termination of the Supplement, participant advice will no longer be available to plan
participants. An employee of a plan sponsor may also individually select to terminate their Participant
Acknowledgement at any time by sending written notice to us at our address on the cover of this brochure. We
will also discontinue providing participant advice when an employee ends his or her employment with your or
your affiliates.Client Tailored Services and Client Imposed Restrictions
We offer the same suite of services to all of our Clients. However, specific Client financial plans and their
implementation are dependent upon the Client Investment Policy Statement which outlines each Client’s current
situation (income, tax levels, and risk tolerance levels) and is used to construct a Client specific plan to aid in the
selection of a portfolio that matches restrictions, needs, and targets.
Wrap Fee Programs
We do not participate in wrap fee programs.
Assets Under Management
As of December 31, 2025, we had $ 782,827,789 in discretionary assets under management and $13,562,100
non-discretionary assets under management.
Item 5: Fees and Compensation
Please note, unless a Client has received the firm’s Disclosure Brochure at the time of signing the investment
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advisory agreement, the investment advisory agreement may be terminated by the Client within five (5)
business days of signing the contract without incurring any advisory fees. How we are paid depends on the
type of advisory service we are performing. Please review the fee and compensation information below.
Investment Management Services (FWM Manages)
Annual fees for our portfolio management services are negotiable based on the size and complexity of the
account. Our standard investment management fee (“advisory fee”) is generally based on the amount of assets
under our management and varies between 50 and 200 basis points (.50%-2.00%), depending on the
composition of your portfolio and the types of services you select and based on the average daily balance of
the market value of the assets under our management throughout the quarter.
The annual fees are negotiable, fully earned and paid in advance on a monthly basis. No increase in the annual
fee shall be effective without agreement from the Client by signing a new agreement or amendment to their
current advisory agreement. Our billing invoice will indicate the total account value used to calculate the
advisory fee.
Advisory fees are directly debited from Client accounts. Pro-rated adjustments will not be made for either new
investments in or withdrawals from the account during a monthly billing period. No fee refunds will be made if
assets are withdrawn or if the account is terminated prior to month-end.
When an Outside Manager is used, their fee that is charged will be payable to the Manager only and is not
included with FWM’s fee. The Outside Manager will directly debit the client’s account and will appear on the
client’s statement as a separate fee. Applicable fees for Outside Managers vary based on Manager and strategy
chosen.
Direct Indexing Models
If this strategy is determined to be in your best interest, FWM and your Investment Advisor Representative will
work with you and OPS to determine which specific index strategy to deploy. OPS charges the same fee for all
index strategies at 15 basis points (.15%).
Financial Planning services are included in the Assets Under Management fee.
Qualified Plan Consulting Services
Depending on the service(s) you select and if you would like to establish an ongoing relationship or project-based
relationship, we may invoice our fees monthly or quarterly in advance.
We bill our investment advisory services in advance on a quarterly basis, as selected in the Agreement, and
according to one of the following options:
• Fixed flat fee; or
• Percentage of the assets
As the plan sponsor, you may pay invoiced fees directly or as a deduction from plan assets. Like many qualified
plans, you may already have a relationship with a third-party custodian or record keeper of plan assets that’s
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requires or has the ability to establish ongoing authorization to have our fees deducted from plan assets. If you
establish an automatic payment from plan assets, we will not provide a monthly or quarterly invoice to the plan
sponsor or third party. However, plan provided statements will reflect the fee payments.
Our qualified plan consulting fees generally range from 5 basis points to 75 basis points of the value of plan
assets, depending on factors of the plan and the service(s) you select. One basis point is equal to .01% of the
amount. For example, 10 basis points is equal to .10%. Factors we consider in determining our fees include, but
are not limited to:
Investment committee experience and training;
• Amount of assets in the plan;
• Annual contributions to the plan;
•
• Number of employees and participants of the plan; and
• Complexity of the plan and services required
Hourly rates and one-time flat fees are dependent on the project-based service requested and professional
knowledge required to perform such service. Hourly rates typically range from $100 per hour to $300 per hour.
Flat one-time fees typically range from $100 to $25,000.
Our fees are negotiable and all fees and payments methods, as agreed upon with you, will be described in our
Qualified plan Consulting Agreement with you.
Renewal Fees
We will automatically renew our Agreement annually. You or we may terminate the contract by sending written
notice to the other party. There is no penalty to you if you choose to discontinue our services. You will remain
responsible for services performed prior to the termination date. The renewal fees in your contract will apply
unless changed by mutual agreement because of changes in factors that affect our cost of providing services.
Payment of fees will continue in the manner as selected in the most current Agreement. Automatic renewal of
fees does not apply to project-based agreements.
Third-Party Fees and Charges
The plan sponsor, plan assets, and participants of the plan may incur additional fees and charges from third
parties in addition to the fees for our services. Typically, third party fees and charges include recordkeeping
fees, custodial fees, third party administration fees, and other transaction-related charges by parties that are
separately engaged by fiduciary to perform services. We will provide you, in advance, with information about
additional fees and charges based on our recommendations and reviews.
Fees and expenses charged by mutual funds, collective investment trusts, exchange-traded products or by
insurance companies to their funds are separate and in addition to the fees we charge for our qualified plan
services. Additional fees and charges will be incurred at the fund level as mutual fund, collective investment
trust shares or exchange-traded products are purchased within the plan. Each mutual find and collective
investment trust’s product prospectus describes these fees and expenses.
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Before investing, you should consider the total cost of fund-level fees, our advisory fees, and any transaction
related commissions or charges. You may choose to invest in mutual funds, collective investment trusts and
exchange-traded products without our services.
Other Agreement Terms
We will not “assign” your Agreement to someone else without your consent, which you may give orally or in
writing. We will imply your consent if all the following conditions are met: (1) We provide you at least thirty
(30) days’ prior written notice of the proposed assignment; (2) we provide you with written confirmation that the
assignment has occurred; (3) you do not respond objecting to the assignment; and (4) you do not terminate our
services within thirty (30) days after the effective date of the assignment.
Direct Billing to Client’s Custodian
Generally, you will authorize us (and/or TAMP) under the Investment Advisory Agreement to directly deduct
fees from your accounts held at the custodian. Your custodian’s periodic statements will show each fee
deduction from your account. You may withdraw this authorization for direct billing of these fees at any time
by notifying us or your custodian in writing.
Account Additions or Withdrawals
You may make additions to and withdrawals from your account at any time. Additions may be in cash or
securities provided that we reserve the right to liquidate any transferred securities or decline to accept
particular securities into your account. You may withdraw account assets on notice to us, subject to the usual
and customary settlement procedures. However, we generally design our portfolios as long-term investments.
Consequently, the withdrawal of assets may impair the achievement of your investment objectives. We may
consult with you about the options and implications of transferring securities. You should understand that
when transferred securities are liquidated, they may be subject to transaction fees, short-term redemption fees,
fees assessed at the mutual fund level, and/ or tax ramification.
Other Types of Fees and Expenses
Our fees are exclusive of brokerage commissions, transaction fees, and other related costs and expenses which
may be incurred by the Client. Clients may incur certain charges imposed by custodians, brokers, and other
third parties such as custodial fees, deferred sales charges, odd-lot differentials, transfer taxes, wire transfer,
and electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions. Mutual
fund and exchange-traded funds also charge internal management fees, which are disclosed in a fund's
prospectus. Such charges, fees, and commissions are exclusive of and in addition to our fee, and we shall not
receive any portion of these commissions, fees, and costs.
Item 12 further describes the factors that we consider in selecting or recommending broker-dealers for Client’s
transactions and determining the reasonableness of their compensation (e.g., commissions).
Estate Planning Fees
Fees for Estate Planning services are standard and are as follows: $799 which includes the use of the
Trust&Will.com SaaS in creation of your estate documents as well as on-site Notary services. We will invoice
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you for these services prior to the execution of your estate documents and payment is due at the time of
execution.
Item 6: Performance-Based Fees and Side-By-Side Management
We do not offer performance-based fees and do not engage in side-by-side management.
Item 7: Types of Clients
We provide financial planning and portfolio management services to individuals, high net-worth individuals,
corporations, or other businesses.
We do not have a minimum account size requirement, however some model portfolios and third-party
managers carry minimum capital allocations.
Item 8: Methods of Analysis, Investment Strategies and Risk of Loss
Our primary methods of investment analysis are fundamental, technical, cyclical and charting analysis, and
modern portfolio theory.
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. The risk of fundamental analysis
is that the 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.
Technical analysis involves using chart patterns, momentum, volume, and relative strength in an effort to pick
sectors that may outperform market indices. However, there is no assurance of accurate forecasts or that trends
will develop in the markets we follow. In the past, there have been periods without discernible trends and similar
periods will presumably occur in the future. Even where major trends develop, outside factors like government
intervention could potentially shorten them.
Furthermore, one limitation of technical analysis is that it requires price movement data, which can translate into
price trends sufficient to dictate a market entry or exit decision. In a trendless or erratic market, a technical method
may fail to identify trends requiring action. In addition, technical methods may overreact to minor price
movements, establishing positions contrary to overall price trends, which may result in losses. Finally, a technical
trading method may underperform other trading methods when fundamental factors dominate price moves within
a given market.
Cyclical analysis is a type of technical analysis that involves evaluating recurring price patterns and trends
based upon business cycles. 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.
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. Charts may not accurately predict future price movements. Current prices of securities may not reflect
all information about the security and day-to-day changes in market prices of securities may follow random
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patterns and may not be predictable with any reliable degree of accuracy.
Modern Portfolio Theory
The underlying principles of MPT are:
●
Investors are risk averse. The only acceptable risk is that which is adequately compensated by
an expected return. Risk and investment return are related and an increase in risk requires an
increased expected return.
● Markets are efficient. The same market information is available to all investors at the same time.
The market prices every security fairly based upon this equal availability of information.
●
● The design of the portfolio as a whole is more important than the selection of any particular security.
The appropriate allocation of capital among asset classes will have far more influence on long-term
portfolio performance than the selection of individual securities.
Investing for the long-term (preferably longer than ten years) becomes critical to investment
success because it allows the long-term characteristics of the asset classes to surface.
●
Increasing diversification of the portfolio with lower correlated asset class positions can decrease
portfolio risk. Correlation is the statistical term for the extent to which two asset classes move in
tandem or opposition to one another.
Use of Outside Managers: We may refer Clients to third-party investment advisers ("outside managers"). Our
analysis of outside managers involves the examination of the experience, expertise, investment philosophies,
and past performance of the outside managers in an attempt to determine if that manager has demonstrated an
ability to invest over a period of time and in different economic conditions. We monitor the manager's
underlying holdings, strategies, concentrations, and leverage as part of our overall periodic risk assessment.
Additionally, as part of our due diligence process, we survey the manager's compliance and business enterprise
risks. A risk of investing with an outside manager who has been successful in the past is that he or she may not
be able to replicate that success in the future. In addition, as we do not control the underlying investments in an
outside manager's portfolio. There is also a risk that a manager may deviate from the stated investment
mandate or strategy of the portfolio, making it a less suitable investment for our Clients. Moreover, as we do
not control the manager's daily business and compliance operations, we may be unaware of the lack of internal
controls necessary to prevent business, regulatory or reputational deficiencies.
Material Risks Involved
All investing strategies we offer involve risk and may result in a loss of your original investment which you
should be prepared to bear. Many of these risks apply equally to stocks, bonds, commodities, and any other
investment or security. Material risks associated with our investment strategies are listed below.
Market Risk: Market risk involves the possibility that an investment’s current market value will fall because of
a general market decline, reducing the value of the investment regardless of the operational success of the
issuer’s operations or its financial condition.
Strategy Risk: The Adviser’s investment strategies and/or investment techniques may not work as intended.
Small and Medium Cap Company Risk: Securities of companies with small and medium market
capitalizations are often more volatile and less liquid than investments in larger companies. Small and medium
cap companies may face a greater risk of business failure, which could increase the volatility of the Client’s
portfolio.
Turnover Risk: At times, the strategy may have a portfolio turnover rate that is higher than other strategies. A
high portfolio turnover would result in correspondingly greater brokerage commission expenses and may result
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in the distribution of additional capital gains for tax purposes. These factors may negatively affect the
account’s performance.
Limited markets: Certain securities may be less liquid (harder to sell or buy) and their prices may at times be
more volatile than at other times. Under certain market conditions, we may be unable to sell or liquidate
investments at prices we consider reasonable or favorable or find buyers at any price.
Concentration Risk: Certain investment strategies focus on particular asset-classes, industries, sectors or types
of investment. From time to time these strategies may be subject to greater risks of adverse developments in
such areas of focus than a strategy that is more broadly diversified across a wider variety of investments.
Interest Rate Risk: Bond (fixed income) prices generally fall when interest rates rise, and the value may fall
below par value or the principal investment. The opposite is also generally true: bond prices generally rise
when interest rates fall. In general, fixed income securities with longer maturities are more sensitive to these
price changes. Most other investments are also sensitive to the level and direction of interest rates.
Legal or Legislative Risk: Legislative changes or Court rulings may impact the value of investments, or the
securities’ claim on the issuer’s assets and finances.
Inflation: Inflation may erode the buying power of your investment portfolio, even if the dollar value of your
investments remains the same.
Risks Associated with Securities
Apart from the general risks outlined above which apply to all types of investments, specific securities may have
other risks.
Common stocks may go up and down in price quite dramatically, and in the event of an issuer’s bankruptcy or
restructuring could lose all value. A slower-growth or recessionary economic environment could have an adverse
effect on the price of all stocks.
Corporate Bonds are debt securities to borrow money. Generally, issuers pay investors periodic interest and
repay the amount borrowed either periodically during the life of the security and/or at maturity. Alternatively,
investors can purchase other debt securities, such as zero-coupon bonds, which do not pay current interest, but
rather are priced at a discount from their face values and their values accrete over time to face value at
maturity. The market prices of debt securities fluctuate depending on factors such as interest rates, credit
quality, and maturity. In general, market prices of debt securities decline when interest rates rise and increase
when interest rates fall. The longer the time to a bond’s maturity, the greater its interest rate risk.
Exchange Traded Funds prices may vary significantly from the Net Asset Value due to market conditions.
Certain Exchange Traded Funds may not track underlying benchmarks as expected. ETFs are also subject to
the following risks: (i) an ETF’s shares may trade at a market price that is above or below their net asset value;
(ii) the ETF may employ an investment strategy that utilizes high leverage ratios; or (iii) trading of an ETF’s
shares may be halted if the listing exchange’s officials deem such action appropriate, the shares are de-listed
from the exchange, or the activation of market-wide “circuit breakers” (which are tied to large decreases in
stock prices) halts stock trading generally. The Adviser has no control over the risks taken by the underlying
funds in which the Clients invest.
Mutual Funds When a Client invests in open-end mutual funds or ETFs, the Client indirectly bears its
proportionate share of any fees and expenses payable directly by those funds. Therefore, the Client will incur
higher expenses, many of which may be duplicative. In addition, the Client's overall portfolio may be affected
by losses of an underlying fund and the level of risk arising from the investment practices of an underlying
fund (such as the use of derivatives).
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Item 9: Disciplinary
Information Criminal or Civil
Actions
FWM and its management have not been involved in any criminal or civil action.
Administrative Enforcement Proceedings
FWM and its management have not been involved in administrative enforcement proceedings.
Self-Regulatory Organization Enforcement Proceedings
FWM and its management have not been involved in legal or disciplinary events that are material to a Client’s or
prospective Client’s evaluation of FWM or the integrity of its management.
Item 10: Other Financial Industry Activities and Affiliations
We are a wholly owned subsidiary of Foguth USA, Inc. ("FUSA") of Brighton, MI. Through its various
subsidiaries, FUSA is engaged in a variety of business that offer financial, investment, insurance and ERISA
related services. Our directors and principal executive officers also serve in similar capacities with our affiliates.
The amount of time they may devote in their executive and management capacities for these businesses varies as
managerial time may dictate.
Our other affiliates include, and are engaged in, these financially-related businesses:
• Michael Foguth Financial Group (d.b.a Foguth Financial Group) is an insurance agency;
• Foguth Retriement Plan Servies, LLC is a Qualified Plan Consulting firm
No FWM employee is registered, or have an application pending to register, as a broker-dealer or a registered
representative of a broker-dealer.
No FWM employee is registered, or have an application pending to register, as a futures commission merchant,
commodity pool operator or a commodity trading advisor.
Employees and related persons of FWM are licensed to sell life and health insurance and may engage in product
sales with our Clients, for which they will receive additional compensation. Michael Foguth Financial Group
LLC is an affiliated insurance agency under common ownership with FWM.
Any commissions received through life or health insurance sales do not offset advisory fees the Client may pay
for advisory services under FWM. As independent insurance agents, employees of FWM will in their separate
capacity as either a investment adviser representativeand/or insurance agent, be able to effect securities
transactions and/or purchase insurance and insurance-related investment products (insurance) for your account,
for which they will receive separate and customary compensation. While all employees and related persons
endeavors to put the interest of our Clients first as part of our firm's fiduciary duty, you should be aware that
the receipt of additional compensation itself creates a conflict of interest and may affect their judgment when
making recommendations.
Recommendations or Selections of Other Investment Advisers
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As referenced in Item 4 of this brochure, FWM recommends Clients to Outside Managers to manage their
accounts. In the event that we recommend an Outside Manager, please note that we do not share in their
advisory fee. Our fee is separate and in addition to their compensation (as noted in Item 5) and will be
described to you prior to engagement. You are not obligated, contractually or otherwise, to use the services of
any Outside Manager we recommend. Additionally, FWM will only recommend an Outside Manager who is
properly licensed or registered as an investment adviser.
Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading
As a fiduciary, our firm and its associates have a duty of utmost good faith to act solely in the best interests of
each Client. Our Clients entrust us with their funds and personal information, which in turn places a high
standard on our conduct and integrity. Our fiduciary duty is a core aspect of our Code of Ethics and represents
the expected basis of all of our dealings.
Code of Ethics Description
This code does not attempt to identify all possible conflicts of interest, and literal compliance with each
of is specific provisions will not shield associated persons from liability for personal trading or other
conduct that violates a fiduciary duty to advisory Clients. A summary of the Code of Ethics' Principles is
outlined below.
•
Integrity - Associated persons shall offer and provide professional services with integrity.
•
Objectivity - Associated persons shall be objective in providing professional services to Clients.
•
Competence - Associated persons shall provide services to Clients competently and maintain the necessary
knowledge and skill to continue to do so in those areas in which they are engaged.
•
Fairness - Associated persons shall perform professional services in a manner that is fair and reasonable
to Clients, principals, partners, and employers, and shall disclose conflict(s) of interest in providing such
services.
•
Confidentiality - Associated persons shall not disclose confidential Client information without the
specific consent of the Client unless in response to proper legal process, or as required by law.
•
Professionalism - Associated persons' conduct in all matters shall reflect the credit of the profession.
•
Diligence - Associated persons shall act diligently in providing professional services.
We periodically review and amend our Code of Ethics to ensure that it remains current, and we require all firm
access persons to attest to their understanding of and adherence to the Code of Ethics at least annually. Our firm
will provide a copy of its Code of Ethics to any Client or prospective Client upon request.
Investment Recommendations Involving a Material Financial Interest and Conflicts of Interest
Neither our firm, its associates or any related person is authorized to recommend to a Client or effect a
transaction for a Client, involving any security in which our firm or a related person has a material financial
interest, such as in the capacity as an underwriter, adviser to the issuer, etc.
Advisory Firm Purchase of Same Securities Recommended to Clients and Conflicts of Interest
Our firm and its “related persons” may buy or sell securities similar to, or different from, those we recommend
to Clients for their accounts. In an effort to reduce or eliminate certain conflicts of interest involving the firm
or personal trading, our policy may require that we restrict or prohibit associates’ transactions in specific
reportable securities transactions. Any exceptions or trading pre-clearance must be approved by the firm
principal in advance of the transaction in an account, and we maintain the required personal securities
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transaction records per regulation.
Trading Securities At/Around the Same Time as Client’s Securities
From time to time, our firm or its “related persons” may buy or sell securities for themselves at or around the
same time as Clients. We will not trade non-mutual fund securities 5 days prior to the same security for
Clients.
Item 12: Brokerage Practices
Factors Used to Select Custodians and/or Broker-Dealers
Foguth Wealth Management, LLC. does not have any affiliation with Broker-Dealers.
1. Research and Other Soft-Dollar Benefits
We currently receive soft dollar benefits by nature of our relationship with Charles Schwab & Co., Inc.
(“Schwab”).
2. Brokerage for Client Referrals
We receive no referrals from a broker-dealer or third party in exchange for using that broker-dealer or third party.
3. Clients Directing Which Broker/Dealer/Custodian to Use
We do recommend a specific custodian for Clients to use, however, Clients may custody their assets at a
custodian of their choice. Clients may also direct us to use a specific broker-dealer to execute transactions.
By allowing Clients to choose a specific custodian, we may be unable to achieve the most favorable execution
of Client transaction, and this may cost Client’s money over using a lower-cost custodian.
The Custodian and Brokers We Use (Schwab)
FWM recommends that clients use Charles Schwab & Co., Inc. (“Schwab”), a registered broker-dealer,
member SIPC, as the qualified custodian. FWM is independently owned and operated and is not affiliated with
Schwab. Schwab will hold client assets in a brokerage account and buy and sell securities when FWM
instructs them to. While FWM recommends that clients use Schwab as custodian broker, clients will decide
whether to do so and will open their account with Schwab by entering into an account agreement directly with
Schwab. FWM does not open the account for the client, although FWM may assist the client in doing so.
Products and services available to FWM from Schwab
Schwab Advisor Services™ is Schwab’s business serving independent investment advisory firms like FWM.
Schwab provides FWM and its clients with access to their institutional brokerage services (trading, custody,
reporting and related services), many of which are not typically available to Schwab retail customers. Schwab
also makes available various support services. Some of those services help FWM manage or administer clients’
accounts, while others help FWM manage and grow its business. Schwab’s support services are generally
available on an unsolicited basis (FWM does not have to request them) and at no charge to FWM.
The following is a more detailed description of Schwab’s support services:
Services that benefit clients
Schwab’s institutional brokerage services include access to a broad range of investment products, execution
of securities transactions, and custody of client assets. The investment products available through Schwab
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include some to which FWM might not otherwise have access or that would require a significantly higher
minimum initial investment by our clients. Schwab’s services described in this paragraph generally benefit
clients and their account
Services that may not directly benefit the client
Schwab also makes available to FWM other products and services that benefit FWM but may not directly benefit
clients and their accounts. These products and services assist FWM in managing and administering clients’
accounts. They include investment research, both Schwab’s own and that of third parties. FWM may use this
research to service all or a substantial number of our clients’ accounts, including accounts not maintained at
Schwab. In addition to investment research, Schwab also makes available software and other technology that:
provide access to client account data (such as duplicate trade confirmations and account statements)
facilitate trade execution and allocate aggregated trade orders for multiple client accounts
provide pricing and other market data
facilitate payment of FWM fees from our clients’ accounts
assist with back-office functions, recordkeeping, and client reporting Services that
•
•
•
•
•
generally benefit only the firm:
Schwab also offers other services intended to help us manage and further develop our business enterprise.
These services include:
•
•
Educational conferences and events
Consulting on technology, compliance, legal, and business needs
•
Publications and conferences on practice management and business succession
Your Brokerage and Custody Costs
For our clients’ accounts that Schwab maintains, Schwab generally does not charge you separately for custody
services but may be compensated through trading fees or commissions charged on transactions. We have
determined that having Schwab execute trades is consistent with our duty to seek “best execution” of your trades.
Best execution means the most favorable terms for a transaction based on all relevant factors, including those
listed above (see “Factors Used to Select Custodians and/or Broker-Dealers”).
Aggregating (Block) Trading for Multiple Client Accounts
Generally, we combine multiple orders for shares of the same securities purchased for advisory accounts we
manage (this practice is commonly referred to as “block trading”). We will then distribute a portion of the
shares to participating accounts in a fair and equitable manner. The distribution of the shares purchased is
typically proportionate to the size of the account, but it is not based on account performance or the amount or
structure of management fees. Subject to our discretion, regarding particular circumstances and market
conditions, when we combine orders, each participating account pays an average price per share for all
transactions and pays a proportionate share of all transaction costs. 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.
Outside Managers used by FWM may block Client trades at their discretion. Their specific practices are further
discussed in their ADV Part 2A, Item 12.
Item 13: Review of Accounts
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Client accounts held under manangement and in accordance with the Investment Advisory Agreement will be
reviewed regularly, and on no less than an annual basis by Mark Zeigler II, Principal and CCO, or another
Adviser designated by the CCO. The account is reviewed with regards to the Client’s investment policies and
risk tolerance levels. Events that may trigger a special review would be unusual performance, addition or
deletions of Client imposed restrictions, excessive draw-down, volatility in performance, or buy and sell
decisions from the firm or per Client's needs.
Clients will receive trade confirmations from the broker(s) for each transaction in their accounts as well as
monthly or quarterly statements and annual tax reporting statements from their custodian showing all activity
in the accounts, such as receipt of dividends and interest.
FWM will provide written reports to Investment Advisory Clients on no less than an annual basis. We urge
Clients to compare these reports against the account statements they receive from their custodian.
Item 14: Client Referrals and Other Compensation
We do not receive any economic benefit, directly or indirectly, from any third party for advice rendered to our
Clients. Nor do we, directly or indirectly, compensate any person who is not advisory personnel for Client
referrals.
Item 15: Custody
FWM does not accept custody of Client funds except in the instance of withdrawing Client fees.
For Client accounts in which FWM directly debits their advisory fee:
i.
ii.
iii.
FWM and/or Outside Manager on behalf of FWM, will send a copy of its invoice to the custodian.
The custodian will send at least quarterly statements to the Client showing all disbursements for the
account, including the amount of the advisory fee.
The Client will provide written authorization to FWM, permitting them to be paid directly for their
accounts held by the custodian.
Clients should receive at least quarterly statements from the broker-dealer, bank or other qualified custodian that
holds and maintains Client's investment assets. We urge you to carefully review such statements and compare
such official custodial records to the account statements or reports that we may provide to you. Our statements or
reports may vary from custodial statements based on accounting procedures, reporting dates, or valuation
methodologies of certain securities.
Item 16: Investment Discretion
For those Client accounts where we provide Investment Management Services, we maintain discretion over
Client accounts with respect to securities to be bought and sold and the amount of securities to be bought and
sold.
Investment discretion is explained to Clients in detail when an advisory relationship has commenced. At the
start of the advisory relationship, the Client will execute a Limited Power of Attorney, which will grant our
firm discretion over the account. Additionally, the discretionary relationship will be outlined in the advisory
contract and signed by the Client.
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Item 17: Voting Client Securities
FWM does not vote nor provide advice in regards to client proxies. Therefore, Clients maintain exclusive
responsibility for: (1) voting proxies, and (2) acting on corporate actions pertaining to the Client’s investment
assets. The Client shall instruct the Client’s qualified custodian to forward to the Client copies of all proxies
and shareholder communications relating to the Client’s investment assets.
In most cases, you will receive proxy materials directly from the account custodian. However, 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 you
any electronic solicitation to vote proxies.
Item 18: Financial Information
Registered Investment Advisers are required in this Item to provide you with certain financial information or
disclosures about our financial condition. We have no financial commitment that impairs our ability to meet
contractual and fiduciary commitments to Clients, and we have not been the subject of a bankruptcy proceeding.
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