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Item 1 – Cover Page
Redwood Financial Network Corp.
30285 Bruce Industrial Parkway, Suite A
Solon, OH 44139
(440) 287-5020
redwoodfn.com
ADV Part 2A
March 2026
This Brochure provides information about the qualifications and business practices of
Redwood Financial Network Corp. (“Redwood”, the “Company”, “us”, “we”, “our”).
Redwood’s IARD firm number is 157834.
This Brochure provides information about our qualifications and business practices. If
you (“client”, “your”) have any questions about the contents of this brochure, please
contact us at (440) 287-5020. The information in this brochure has not been approved
or verified by the United States Securities and Exchange Commission (“SEC”) or by any
state securities authority.
We are a registered investment adviser. Our registration as an investment adviser does
not imply any level of skill or training. Additional information about Redwood is available
on the SEC’s website at www.adviserinfo.sec.gov (click on the link, select “Investment
Adviser Search” and type in our firm name). The results will provide you with both Parts
1 and 2 of our Form ADV.
Revised March 2026
Item 2 – Material Changes
This section summarizes the material changes to our Form ADV Firm Brochure since
the last version of our Form ADV on March 2025. We encourage you to read each
section. There are no material changes to report at this time.
For future filings, this section of the Disclosure Brochure will address only those
“material changes” that have been incorporated since our last delivery or posting of this
Brochure on the SEC’s public disclosure website (IAPD) at www.adviserinfo.sec.gov.
We may, at any time, update this Disclosure Brochure and send you a copy that
includes a summary of material changes. These changes may be communicated either
by electronic means (email) or by mail.
If you would like another copy of this Disclosure Brochure, please download it from the
SEC website as indicated above or you may contact our Chief Compliance Officer,
William J. Gordon III at the telephone number listed on the cover page of this Disclosure
Brochure or via email at bgordon@redwoodfn.com.
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Item 3 – Table of Contents
Item 1 – Cover Page ........................................................................................................................................
Item 2 – Material Changes ............................................................................................................................. i
Item 3 – Table of Contents ............................................................................................................................ ii
Item 4 – Advisory Business ........................................................................................................................... 1
Item 5 – Fees and Compensation ............................................................................................................... 14
Item 6 – Performance-Based Fees and Side-By-Side Management ........................................................... 21
Item 7 – Types of Clients ............................................................................................................................. 22
Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss ...................................................... 23
Item 9 – Disciplinary Information ............................................................................................................... 29
Item 10 – Other Financial Industry Activities and Affiliations .................................................................... 30
Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading .............. 32
Item 12 – Brokerage Practices .................................................................................................................... 35
Item 13 – Review of Accounts ..................................................................................................................... 37
Item 14 – Client Referrals and Other Compensation .................................................................................. 38
Item 16 – Investment Discretion ................................................................................................................ 40
Item 17 – Voting Client Securities (i.e., Proxy Voting) ................................................................................ 41
Item 18 – Financial Information .................................................................................................................. 42
Item 19 – Requirements for State-Registered Advisers .............................................................................. 43
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Item 4 – Advisory Business
Redwood Financial Network Corp. was organized as a corporation under the laws of the
State of Ohio on June 10, 2011, and is owned by the following individuals:
William J. Gordon, III
50%
Sunwook Jin
50%
We became a registered investment adviser with the Ohio Division of Securities
(“Division”) and the Illinois Securities Department (“Department”) in February 2012, in
order to provide the investment advisory products and services described within this
document. We have been registered as an investment adviser at both the state and
federal level since February 14, 2012. Currently, we have been registered with the SEC
since April 28, 2014, and notice filed with the appropriate states in which notice filings
are required. As of December 31, 2025, we managed $261,062,270 on a discretionary
basis, $1,769,600 on a non-discretionary basis and assets under advisement1 of
$1,946,346, for a total asset under management of $264,778,216.
We offer financial and investment advisory services to individuals, pension and profit
sharing plans, charitable organizations, and corporations or other businesses not listed
above. This Disclosure Brochure provides you with
information regarding our
qualifications, business practices, and nature of advisory services that should be
considered before becoming our advisory client.
Please contact William J. Gordon III, Chief Compliance Officer, if you have any
questions about this Brochure.
Individuals associated with Redwood are individually qualified by our management team
and will provide investment advisory services on our behalf. Such individuals are known
as Investment Adviser Representatives (“IARs”). We require these individuals to be
properly licensed and registered, unless exempted, in states in which such individuals
are conducting investment advisory business.
1 Assets under advisement represent assets in which we provide consulting and/or consolidation services
and for which we have neither discretionary authority nor responsibility for arranging or effecting the
purchase or sale of recommendations provided to and accepted by the ultimate client. Inclusion of these
assets will make our total assets number different from assets under management disclosed in Item 5.F
of our Form ADV Part 1A due to specific calculation instructions for Regulatory Assets Under
Management.
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Our IARs are registered representatives of LPL Financial (“LPL”), a licensed full service
securities broker/dealer and investment advisor under federal and state securities laws.
LPL is a member of the Financial Industry Regulatory Authority (“FINRA”) and
Securities Investor Protection Corporation (“SIPC”). Securities transactions for LPL's
brokerage clients are executed through LPL.
Below is a description of the Family and Individual Wealth Management Services that
we offer. For more detail on any product or service, please reference the advisory
agreement, wrap brochure or speak with Mr. Gordon or your IAR.
DESCRIPTION OF SERVICES PROVIDED
Family and Individual Wealth Management:
Financial Planning Services:
Redwood offers comprehensive financial planning services to families and individuals
pursuant to a written agreement. The scope of these services is identified during an
initial consultation. During this consultation we get to know you personally, thoroughly
review your financial situation and investment portfolio and discuss your short and long-
term goals, and objectives. This discussion allows us to develop a planning
engagement that will address your specific concerns. The engagement is tailored to
your personal situation but will typically involve one or more of the following areas:
Retirement Planning, Investment Planning, Estate Planning, Cash Flow Planning, Risk
Management, Education Planning, Tax Planning2, Insurance Planning and Philanthropic
Planning. Depending upon the scope of the engagement and the time required to
complete the tasks involved, this engagement may involve:
Ongoing Financial Planning
Flat Fee Financial Planning
Hourly Financial Planning
Subscription Fees
2 Please note that we do not offer tax advice. To determine your individual tax situation and specific needs, please
consult a professional tax advisor.
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Ongoing Financial Planning:
This planning service is broad in scope and requires frequent coordination and
review by the IAR. The term of this engagement is typically at least one year in
length and may extend for several years.
Flat Fee Financial Planning:
This planning service is limited in scope and typically has clearly identified tasks
and timeline. This service will usually involve a common financial concern such
as education planning or insurance planning. We will estimate the required hours
to complete this service and provide you with a flat fee arrangement.
Hourly Financial Planning:
This planning service is limited in scope, but the tasks and time required to
complete the project may not be clear at the inception of the engagement. We
will be compensated for this service based on the number of hours required for
its completion. Examples of
include evaluations of divorce
this service
settlements, inheritances, financing alternatives and/or business investments.
Estate Planning
This service falls under our Hourly Financial Planning services. We have
partnered with Trust & Will (www.trustandwill.com) a third party provider of estate
planning documents. While we do not draft legal documents or provide legal
advice, we can review existing documents to assist the client in assessing and
developing long-term strategies to meet estate preservation and transfer
objectives. We can also provide access to Trust & Will, a firm that helps families
create their estate plans and documents. Please note that we do not provide
legal services to clients and no attorney-client relationships exist between
Redwood and its clients.
If agreed to with the client, Redwood will help you access Trust and Will to
provide their services (e.g., estate planning documents). Depending on the
complexity of your situation, we will either include these services as part of your
advisory fee, or charge an hourly fee for assistance in explaining or completing
the forms.
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Subscription Fees:
This planning service involves the ongoing use of planning software or web
based applications. Any subscription fee is intended to compensate Redwood for
the use of the application and time involved in inputting data or coordinating
updates.
Financial Planning Services usually include an evaluation of your current financial
situation and recommendations for specific actions to pursue your goals and objectives.
This service may require significant follow-up and review by the IAR and may include
coordination of other professionals, such as CPA’s or Attorneys. Our preparation of the
initial evaluation and action plan is typically completed within three (3) months of
receiving requested information and documents from you.
request, we may
recommend
the services of other professionals
financial
situation or
investment objectives
for
Prior to engaging us to provide financial planning or consulting services, you will
generally be required to enter into a Planning Agreement. This agreement establishes
the terms and conditions of the engagement, describing the scope of the services to be
provided, and the portion of the fee that is due prior to us commencing services. Upon
your
for
implementation purposes; including our IARs in their separate individual licensed
capacities as registered representatives of LPL and/or licensed insurance agents (See
disclosure on Item 10). You are under no obligation to engage the services of any such
recommended professional. You retain absolute discretion over all such implementation
decisions and are free to accept or reject any of our recommendations. Moreover, you
are advised that it remains your responsibility to promptly notify us of any change in
your
the purpose of
reviewing/evaluating/revising our previous recommendations and/or services.
Asset Management Services:
Redwood provides asset allocation and ongoing investment management services. We
will work with you to identify your investment goals and objectives, risk tolerance and
time horizons in order to create a portfolio allocation that we feel will allow you to
achieve your goals while assuming the appropriate level of risk. Your portfolio will be
tailored to meet your specific needs. You will have the opportunity to place reasonable
restrictions on the investment in certain securities or the types of securities to be held in
the portfolio. Your IAR may recommend various types of Asset Management Services to
help meet your investment goals. Please note that our IARs provide advice individually
to each of their clients based on each client’s specific financial objectives and situation,
and therefore, advice provided by one IAR could conflict with or be in direct opposition
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to advice provided by another IAR. The following Asset Management Services may be
recommended:
Redwood Asset Management (RAM):
Redwood offers a Wrap Fee Account which is administered through its clearing
broker/dealer, LPL. The Wrap Fee Program is designed to assist you in clarifying
your investment needs and obtaining professional asset management for a
convenient single "wrap" fee on a discretionary basis. Under the Wrap Fee
Program, an inclusive fee covers account management, brokerage, clearance,
custody and administrative services. We will receive a portion of the WRAP fee
for our services.
Redwood typically manages wrap accounts similarly to non-wrap accounts.
However, several factors may influence the selection of the account structure,
including but not limited to:
1. The client’s preference for a “wrap” vs. transaction charges per trade on
certain or all securities.
2. Account size.
3. Anticipated trading frequency.
4. Anticipated securities to be traded.
5. Management style.
6. Long term investment goals.
The overall cost you will incur if you participate in a wrap fee program may be
higher or lower than you might incur by paying transaction costs separately. To
compare the cost of the wrap fee program with non-wrap fee portfolio
management services, you should consider the frequency of trading activity
associated with our investment strategies, the transaction charges involved, and
the advisory fees charged.
Strategic Wealth Management (SWM):
This Non-Wrap Fee Program is very similar to RAM but brokerage and clearing
fees are paid by you and become part of your cost basis in a purchase and
proceeds in the sale of securities.
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Portfolio Management Services Under Third Party Advisory Services:
LPL Financial Sponsored Advisory Programs
We may provide advisory services through certain programs sponsored by LPL,
a registered investment advisor and broker-dealer. Below is a brief description of
each LPL advisory program available to Redwood. For more information
regarding the LPL programs, including more information on the advisory services
and fees that apply, the types of investments available in the programs and the
potential conflicts of interest presented by the programs, please see the program
account packet (which includes the account agreement and the LPL Form ADV
program brochure) and the Form ADV, Part 2A of LPL or the applicable program.
Manager Access Select Program
firms
for
the
Manager Access Select provides clients access to the investment advisory
services of professional portfolio management
individual
management of client accounts. We will assist client in identifying a third-party
portfolio manager (Portfolio Manager) from a list of Portfolio Managers made
available by LPL. The Portfolio Manager manages client’s assets on a
discretionary basis. We will provide initial and ongoing assistance regarding the
Portfolio Manager selection process.
A minimum account value of $100,000 is required for Manager Access Select;
however, in certain instances, the minimum account size may be lower or higher.
Optimum Market Portfolios Program (OMP)
OMP offers clients the ability to participate in a professionally managed asset
allocation program using Optimum Funds shares. Under OMP, client will
authorize LPL on a discretionary basis to purchase and sell Optimum Funds
pursuant to investment objectives chosen by the client. We will assist the client in
determining the suitability of OMP for the client and assist the client in setting an
appropriate investment objective. We will have discretion to select a mutual fund
asset allocation portfolio designed by LPL consistent with the client’s investment
objective. LPL will have discretion to purchase and sell Optimum Funds pursuant
to the portfolio selected for the client. LPL will also have authority to rebalance
the account.
A minimum account value of $10,000 is required for OMP. In certain instances,
LPL will permit a lower minimum account size.
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Personal Wealth Portfolios Program (PWP)
PWP offers clients an asset management account using asset allocation model
portfolios designed by LPL. We will have discretion for selecting the asset
allocation model portfolio based on client’s investment objective. We will also
have discretion for selecting third party money managers (PWP Advisors),
mutual funds and ETFs within each asset class of the model portfolio. LPL will
act as the overlay portfolio manager on all PWP accounts and will be authorized
to purchase and sell on a discretionary basis mutual funds, ETFs and equity and
fixed income securities.
A minimum account value of $250,000 is required for PWP. In certain instances,
LPL will permit a lower minimum account size.
Model Wealth Portfolios Program (MWP)
MWP offers clients a professionally managed mutual fund asset allocation
program. We will obtain the necessary financial data from the client, assist the
client in determining the suitability of the MWP program and assist the client in
setting an appropriate investment objective. We will initiate the steps necessary
to open an MWP account and have discretion to select a model portfolio
designed by LPL’s Research Department consistent with the client’s stated
investment objective. LPL’s Research Department or
third-party portfolio
strategists are responsible for selecting the mutual funds or ETFs within a model
portfolio and for making changes to the mutual funds or ETFs selected.
The client will authorize LPL to act on a discretionary basis to purchase and sell
mutual funds and ETFs and to liquidate previously purchased securities. The
client will also authorize LPL to effect rebalancing for MWP accounts.
MWP requires a minimum asset value for a program account to be managed.
The minimums vary depending on the portfolio(s) selected and the account’s
allocation amongst portfolios. The lowest minimum for a portfolio is $25,000. In
certain instances, a lower minimum for a portfolio is permitted.
Small Market Solution (SMS) Program
Under SMS, LPL Research (a team of investment professionals within LPL)
creates and maintains a series of different investment menus (“Investment
Menus”) consisting of a mix of different asset classes and investment vehicles
(“investment options”) for clients that sponsor and maintain participant-directed
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defined contribution plans (“Plan Sponsors”). The Plan Sponsor is responsible for
selecting the Investment Menu that it believes is appropriate based on the
demographics and other characteristics of the Plan and its participants. LPL
Research is responsible for the selection and monitoring of the investment
options made available through Investment Menus. The investment options that
are offered through SMS are limited to the specific investments available through
the record keeper that the Plan Sponsor selects. The Plan Sponsor may only
select an Investment Menu in its entirety and does not have the option to remove
or substitute an investment option. Certain other services may also be available.
Please refer to LPL’s Retirement Plan Programs Brochure.
Guided Wealth Portfolios (GWP)
GWP offers clients the ability to participate in a centrally managed, algorithm-
based investment program, which is made available to users and clients through
a web-based,
interactive account management portal (“Investor Portal”).
Investment recommendations to buy and sell exchange-traded funds and open-
end mutual funds are generated through proprietary, automated, computer
algorithms (collectively, the “Algorithm”) of FutureAdvisor, Inc. (“FutureAdvisor”),
based upon model portfolios constructed by LPL and selected for the account as
described below (such model portfolio selected for the account, the “Model
Portfolio”). Communications concerning GWP are intended to occur primarily
through electronic means (including but not limited to, email communications or
through the Investor Portal), although we will be available to discuss investment
strategies, objectives or the account in general in person or via telephone.
A preview of the Program (the “Educational Tool”) is provided for a period of up
to forty-five (45) days to help users determine whether they would like to become
advisory clients and receive ongoing financial advice from LPL, FutureAdvisor
and Redwood by enrolling in the advisory service (the “Managed Service”). The
Educational Tool and Managed Service are described in more detail below and in
the GWP Program Brochure. Users of the Educational Tool are not considered to
be advisory clients of LPL, FutureAdvisor or Redwood, do not enter into an
advisory agreement with LPL, FutureAdvisor or Redwood, do not receive
ongoing investment advice or supervisions of their assets, and do not receive
any trading services.
A minimum account value of $5,000 is required to enroll in the Managed Service.
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Selection of FutureAdvisor as Third-Party Robo Advisor
Redwood has reviewed FutureAdvisor and compared it to other robo advisor
options. Redwood believes the investment and educational services are similar
to other platforms in the marketplace. The distinguishing benefit of the service is
the ability of the client to have the advisor oversee the account and provide
advice and assistance when appropriate. Under our agreement with LPL, we
were provided the opportunity to offer GWP, which utilizes FutureAdvisor’s
Algorithm as described herein, to prospective clients. We are not otherwise
affiliated with FutureAdvisor. FutureAdvisor is compensated directly by LPL for its
services, including the Algorithm and related software, through an annual sub-
advisory fee (tiered based on assets under management by FutureAdvisor, at a
rate ranging from 0.10% to 0.17%). As each asset tier is reached, LPL’s share of
the compensation shall increase and clients will not benefit from such asset tiers.
No additional fee is charged for FutureAdvisor’s services.
We believe that certain clients will benefit from GWP’s advisor-enhanced
advisory services, particularly due to the relatively low minimum account balance
and the combination of a digital advice solution with access to an advisor. Unlike
direct-to-consumer robo platforms, we are responsible on an ongoing basis as
investment advisor and fiduciary for the client relationship, including for
recommending the program for the client; providing ongoing monitoring of the
program, the performance of the account, the services of LPL and FutureAdvisor;
determining initial and ongoing suitability of the program for the client; reviewing
clients’ suggested portfolio allocations; reviewing and approving any change in
Investment Objective due to changes clients make to their Client Profile;
answering questions regarding the program, assisting with paperwork and
administrative and operational details for the account; and being available to
clients to discuss investment strategies, changes in financial circumstances,
objectives or the account in general in person or via telephone. We can also
recommend other suitable investment programs if clients have savings goals or
investment needs for which GWP is not the optimal solution.
Manager Access Network (MAN) Program
Manager Access Network are separate account platforms available through LPL
that offer high-net-worth investors the ability to access a variety of institutional
portfolio managers at significantly lower account minimums. These programs
enable clients the ability to enjoy a higher level of specialization and service
through the ownership of individual securities. Advisors can choose from a broad
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range of portfolio managers and multiple investment styles including equity, fixed
income, balanced, international, ETF, REIT and socially responsible portfolios.
We will assist you in identifying a third party separate account manager that
addresses your specific profile and investment objectives. The Portfolio Manager
manages your assets on a discretionary basis.
A minimum account value of $100,000 for equity strategies; however, in certain
instances, the minimum account size may be lower or higher.
IRA Rollover Recommendations
For the purpose of complying with the DOL's Prohibited Transaction Exemption 2020-02
("PTE 2020-02"), when 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 an exemption that
requires us to act in your best interest and not put our interest ahead of yours. Under
this exemption, 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 a retirement account to an
account that we manage or provide investment advice, because the assets increase our
assets under management and, in turn, our advisory fees. As a fiduciary, we only
recommend a rollover when we believe it is in your best interest.
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Retirement Plan Consulting and Advisory Services
Our IARs assist clients that are trustees of retirement plans or other fiduciaries to
retirement plans (referred to within this section as “plan” and as “client”) by providing
fee-based consulting and/or advisory services. Redwood can provide one or more of the
following services:
• Assistance in the preparation or review of an investment policy statement (“IPS”)
for the plan based upon consultation with client to ascertain plan investment
objectives and constraints.
• Acting as a liaison between the plan and service providers, product sponsors or
vendors.
• Ongoing monitoring of investment managers or investments in relation to the
criteria specified in the plan’s IPS or other written guidelines provided by the
client.
• Preparation of reports describing the performance of plan investment manager(s)
or investments, as well as comparing the plan performance to benchmarks.
• Ongoing recommendations, for consideration and selection by client, about
specific investments to be held by the plan or, in the case of a participant-
directed defined contribution plan, to be made available as investment options
under the plan.
• Training for the members of the plan committee regarding the service on the
committee, including education and consulting with respect to committee
members’ responsibilities.
• Assistance in enrolling plan participants in the plan, including conducting an
agreed upon number of enrollment meetings. As part of such meetings, IARs
provide participants with information about the plan, which may include
information on the benefits of plan participation, the benefits of increasing plan
contributions, the impact of pre-retirement withdrawals on retirement income, the
terms of the plan and the operation of the plan.
investment education seminars and meetings
• Assistance with
for plan
participants. Such meetings may be on a group or individual basis and may
include information about the investment options under the plan (e.g., investment
objectives, risk/return characteristics, and historical performance), investment
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concepts (e.g., diversification, asset classes, and risk and return), and how to
determine investment time horizons and assess risk tolerance. Such meetings do
not include specific investment advice about investment options under the plan
as being appropriate for a particular participant.
• Assistance, at the client’s direction, in making changes to investment options
under the plan.
• As part of the ongoing investment recommendation service set out above,
assistance in identifying investment options in connection with the “broad range”
requirement of Section 404(c) of ERISA.
• As part of the ongoing investment recommendation service set out above,
assistance in identifying an investment fund product or model portfolio in
connection with the definition of a “Qualified Default Investment Alternative”
(“QDIA”) under ERISA.
• Assistance with the preparation, distribution and evaluation of “Request for
Proposals,” finalist interviews, and conversion support in connection with vendor
analysis and service provider support.
• Preparation of comparisons of plan data (e.g., regarding fees and services and
participant enrollment and contributions) to data from the plan’s prior years
and/or a benchmark group of similar plans.
investment management,
• Assistance in identifying the fees and other costs borne by the plan for, as
specified by client,
recordkeeping, participant
education, participant communication and/or other services provided with respect
to the plan. When engaged by the client to do so, an IAR will meet with plan
participants, upon request, to collect information necessary to identify plan
participants’ investment objectives, risk tolerance, time horizon, etc. and/or
provide plan participants with educational information. Unless engaged by the
client or plan participant (individually) to do so, IARs do not provide individualized
investment advice to plan participants regarding the participant’s plan assets.
If the plan makes available publicly traded employer stock as an investment option
under the plan, IARs do not provide investment advice regarding company stock and
are not responsible for the decision to offer company stock as an investment option.
To the extent requested by a client, Redwood and its IARs will also perform:
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•
Investment consulting services for the plan, such services will constitute
“investment advice” under Section 3(21)(A)(ii) of ERISA. Therefore, Redwood
and its IARs will be deemed a “fiduciary” as such term is defined under Section
3(21)(A)(ii) of ERISA in connection with those services;
•
Investment advisory services for the plan and participants of the plan, such
services will be performed as an “investment manager” under Section 3(38) of
ERISA. Therefore, Redwood and its IARs will be deemed a “fiduciary” as such
term is defined under Section 3(38) of ERISA in connection with those services;
and/or;
• Other plan-related services, such as plan participant education or retirement
and/or savings analysis, Redwood is not acting as an “investment manager”
under ERISA and Redwood and its IARs will not be a “fiduciary” under ERISA
with respect to those other services.
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Item 5 – Fees and Compensation
Family and Individual Wealth Management:
Financial Planning Services
Ongoing Financial Planning:
Fees for this planning engagement are determined based on accrual or estimated hours
necessary to complete the services requested. Fees normally range from $1,000 to
$5,000 per year, depending scope and complexity of the plan. The fee schedule is
negotiable based upon portfolio size and other business considerations. Following the
initial consultation, a specific fee will be quoted to you based upon the expected time
and complexity of the initial planning engagement. The Planning Agreement will confirm
the fee amount and payment arrangements in writing. One half of the annual planning
fee is due upon execution of the Planning Agreement. The remaining fees will be billed
at the beginning of each quarter. Financial plans will be presented to you within three
(3) months of the agreement date, provided that all information needed to prepare the
financial plan has been promptly provided by you.
The Planning Agreement may be terminated at any time by either party upon written
notice to the other. Full refunds will only be made in cases where cancellation occurs
within five (5) business days of signing the Planning Agreement. After five (5) business
days, you will receive pro-rata refund, which takes into account work we completed on
your behalf. You will incur charges for bona fide advisory services rendered to the point
of termination and such fees will be due and payable by you. Refunds will be given on a
pro-rata basis.
Flat Fee Financial Planning:
The hourly fee for this service may be as high as $400 per hour. Total fees for this
service may range from $500 to $5,000 depending on the scope and complexity of the
plan. Following the initial consultation, a specific fee will be quoted to you. Similar
preparation time frames and termination conditions apply as the Ongoing Financial
Planning Engagement. The Planning Agreement will confirm the fee in writing. The fee
may vary based upon portfolio size and other business considerations. You will be billed
one half of the flat fee upon signing of the Planning Agreement and the balance upon
completion of the project. The balance is calculated by subtracting initial payment from
the actual hours multiplied by the agreed hourly fee.
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For example, a client may hire us to provide guidance regarding one, multiple, or all of
the following areas:
Insurance Planning
• Tax Planning
•
Investment Planning
• Retirement Planning
• Estate Planning
• Cash Flow/Budget Planning
• Personal Financial Planning
• Business Planning
• Education Planning
• Asset Allocation
•
• Retirement Planning Consulting for a Business
We follow a 4-step process to provide these services:
Step 1: Discover
Step 2: Recommend
Step 3: Implement
Step 4: Review
Sample Planning Engagement #1 – Flat Fee Financial Planning:
Education Planning: Evaluate client’s financial situation, discuss goals and
objectives, and recommend strategies to fund education while maximizing financial
aid.
Sample Fee Calculation:
Hours to complete project = 8
Hourly Rate = $200
Flat Fee = $1,600
Sample Planning Engagement #2 – Ongoing Financial Planning:
Comprehensive Financial Planning Engagement: Project for a $10 million net worth
client who owns a business. This project will require analysis of most areas listed
above. The financial complexity and business ownership will create a more
complicated engagement than the average case.
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Sample Fee Calculation:
Hours to complete project = 25
Hourly rate = $200
Planning Fee = $5,000
Hourly Financial Planning:
The hourly fee for this service may be as high as $400 per hour. Total fees for this
service may range from $500 to $5,000 depending on the scope and complexity of the
plan. Similar preparation time frames and termination conditions apply as with the
Ongoing Financial Planning Engagement. The Planning Agreement will confirm the fee
in writing. The fee may vary based upon portfolio size and other business
considerations. You will be billed one half of the estimated fee upon signing of the
Planning Agreement and the balance upon completion of the project. The balance is
calculated by subtracting initial payment from the actual hours multiplied by the agreed
hourly fee.
Subscription Fees:
The total annual Subscription Fee may range from $100 to $2,000 and will be billed
quarterly in advance. Similar payment and termination conditions apply as the Ongoing
Financial Planning Engagement. The Planning Agreement will confirm the fee and
payment arrangements in writing. The fee may vary based upon portfolio size and other
business considerations.
Asset Management Services Redwood Asset Management (RAM) and Strategic
Wealth Management (SWM)
The annual fee for this service ranges from 0.50% to 2.5%. Fees are negotiable.
Therefore, clients with similar assets under management and investment objectives
may pay significantly higher or lower fees than other clients. LPL will deduct Redwood’s
fee quarterly in advance; however, for the initial fee deduction, LPL will deduct
Redwood’s fee at the beginning of the quarter following the establishment of the
Account and will include a prorated fee for the initial quarter in addition to the quarterly
Redwood fee for the upcoming quarter. Subsequent fee deductions will be made at the
beginning of each quarter based on the value of the Account assets as of the close of
business on the last business day of the preceding quarter. Additional deposits and
withdrawals will be added or subtracted from the assets, which may lead to an
adjustment of Redwood’s fee. Certain accounts may establish procedures to pay
Redwood’s fee directly rather than through a debit to the Account. The fee schedule
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may vary based upon portfolio size and other business considerations. You may
terminate this service at any time and a refund will be made on a pro-rata (by day) basis
of any fees paid in advance.
Fees for LPL Financial Sponsored Advisory Programs:
The account fee charged to you for each LPL advisory program is negotiable and will
fall under the fee range identified above. Account fees are payable quarterly in advance.
LPL serves as program sponsor, investment advisor and broker-dealer for the LPL
advisory programs. Redwood and LPL may share in the account fee and other fees
associated with program accounts. Our associated persons may also be registered
representatives of LPL.
The investment advisory agreement may be terminated at any time by either party upon
written notice to the other. Full refunds will only be made in cases where cancellation
occurs within five (5) business days of signing the investment advisory agreement. After
five (5) business days, you will receive pro-rata refund, which takes into account work
we completed on your behalf. You will incur charges for bona fide advisory services
rendered to the point of termination and such fees will be due and payable by you.
Refunds will be given on a pro-rata basis.
Potential Conflicts of Interest
Transactions in LPL advisory program accounts are generally placed through LPL as
the executing broker-dealer.
We receive compensation as a result of a client’s participation in an LPL program.
Depending on, among other things, the size of the account, type of securities held in the
account, changes in its value over time, the ability to negotiate fees or commissions, the
historical or expected size or number of transactions, and the number of and range of
supplementary advisory and client-related services provided to the client, the amount of
this compensation may be more or less than what we would receive if the client
participated in other programs, whether through LPL or another sponsor, or paid
separately for investment advice, brokerage and other services. Even though we
believe LPL’s fee are competitive, lower fees for similar services may be available from
other sources.
The account fee may be higher than the fees charged by other investment advisors for
similar services. For instance, FutureAdvisor offers direct-to-consumer services similar
to GWP. Therefore, clients could generally pay a lower advisory fee for algorithm-
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driven, automated (“robo”) investment advisory services through FutureAdvisor or other
robo providers. However, clients using such direct robo services will forgo opportunities
to utilize LPL-constructed model portfolios or to work directly with a financial advisor.
Clients should consider the level and complexity of the advisory services to be provided
when negotiating the account fee (or our fee portion of the account fee, as applicable)
with Redwood. With regard to accounts utilizing third-party portfolio managers under
aggregate, all-in-one account fee structures (including MAS, PWP and the legacy MWP
fee structure), because the portion of the account fee retained by Redwood varies
depending on the portfolio strategist fee associated with a portfolio, we have a financial
incentive to select one portfolio instead of another portfolio.
Upon your written authorization, we may debit investment advisory fees directly from
your account and pay such amounts to Redwood. You authorize LPL to accept
instructions from Redwood regarding adjustments to Redwood’s fees in circumstances
such as a fee waiver or credit or a reduction in fee. Adjustments to increase the fee set
out in the Account Application may be made only at your instruction. You understand
that LPL will not verify that the fees are consistent with those set out in the agreement
between you and Redwood. You will see the amounts deducted from the Account on
statements and will verify them based on the fee rates you negotiated with Redwood. It
is agreed by you that the fee will be payable, first, from free credit balances, if any, in
the Account, and second from the liquidation or withdrawal by LPL of your shares of any
money market fund balances in any money market account, or balances in any insured
deposit account, if applicable. You acknowledge that LPL does not set the fee of
Redwood applicable to the Account.
Mutual Fund Internal Expenses:
Because mutual funds pay advisory fees to their investment advisors, such fees are
therefore indirectly charged to all holders of mutual fund shares. Clients with mutual
funds in their portfolios are effectively paying us and the mutual fund advisor for the
management of their assets. Clients who place mutual fund shares under our
management are therefore subject to our direct management fee and the indirect
management fee of the mutual fund advisor.
Internal advisory fees and expenses are paid by the mutual fund companies to their
fund advisers, and/or sub account sponsors. These internal expenses are further
outlined in the Fund Companies’ Prospectus. The program sponsor may act as broker
in connection with mutual funds which are designated for management in the program
and thus may receive additional compensation, separate from its Investment Advisory
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Program. Redwood only receives a portion of the advisory fee and does not share in the
revenue produced by mutual fund investments.
You could invest in a mutual fund directly, without our services. In that case, you would
not receive the services we provide which are designed, among other things, to assist
you in determining which mutual fund or funds are most appropriate to your financial
condition, goals, and objectives. Accordingly, you should review both the fees charged
by the funds and the fees we charge to fully understand the total amount of fees to pay
and to thereby evaluate the advisory services being provided.
Mutual Fund Fees in Wrap Accounts
As described throughout this Brochure, Redwood has a significant relationship with
LPL. This relationship includes access to wrap fee programs offered through the LPL
Platform by third-party money managers. In a wrap fee program, the money manager
does not pass along transaction fees incurred when the program rebalances positions
or otherwise makes purchases or sales of mutual funds. Because the money manager
absorbs these transaction costs, they have an incentive to recommend or select “no-
transaction fee mutual funds” (“NTF funds”). Mutual funds, including NTF funds, have
their own internal charges, including management fees, distribution and/or 12b-1 fees,
and other expenses. These fees are detailed in the mutual fund prospectuses.
Most NTF funds have transaction-fee alternatives that result in higher expense ratios.
IARs that are also registered representatives of LPL are limited to selecting wrap
accounts that have been previously approved by LPL and contain NTF funds, thus
resulting in a higher cost to owning the fund compared to lower share class funds.
Similar to seeking best execution, the determining factor we used in choosing to partner
with LPL is not always the lowest possible cost, but whether the relationship represents
the best platform through which to provide most of our advisory services. To make this
determination, we take into consideration the full range of LPL’s services, including
among others, the ability of our IARs to offer brokerage services as registered
representatives, their fees (both to us and to our clients), their financial wherewithal,
their custodial services, and their responsiveness. Accordingly, although Redwood
seeks to offer the most cost effective solutions for our clients, LPL may not necessarily
offer the lowest cost mutual fund share classes in all instances. LPL selects certain
mutual fund product offerings because the share class pays LPL compensation for the
administrative and recordkeeping services LPL provides to the mutual fund, and which
we believe is passed along to us in the execution of their services to us. You should
understand that another custodian may offer the same, or similar, mutual fund products
at a lower overall cost.
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Notwithstanding these potential conflicts, Redwood believes this arrangement does not
interfere with its provision of advice to clients because of its practices and controls.
Redwood’s IARs and supervisors review client accounts to ensure they are consistent
with the clients’ stated needs, objectives, and financial situation. While we believe that
removing the cost to implement trades is important and helpful to the management of
client assets and to clients' overall performance, you need to understand the added cost
to your portfolio. You should review both the fees charged by the funds and our fees to
fully understand the total amount of fees you are paying and, thereby, to evaluate the
advisory services being provided. We are happy to explain these products and any
associated conflicts in detail
Retirement Plan Consulting and Advisory Services
Fees can include advisory based on assets ranging from 5-100 basis points, flat and
hourly fees (See Hourly and Flat Fees above for an estimate) from services for things
such as onboarding, special education events, etc. Fees are negotiable and will be
billed quarterly in advance for asset under management fees. All fees will be agreed to
and disclosed in the Investment Advisory Agreement.
General Information on Advisory Programs and Fees:
Advisory recommendations are based on your financial situation at the time the services
are provided and are based on financial information you disclose to us. You are advised
that certain assumptions may be made with respect to interest and inflation rates and
the use of past trends and performance of the market and economy. Past performance
is in no way an indication of future performance. As your financial situation, goals,
objectives, or needs change, you must notify us promptly.
investment pools
to
their shareholders (generally
Fees paid to Redwood are exclusive of all custodial and transaction costs paid to the
client’s custodian, brokers or other third party consultants (unless you invest through a
wrap account – see our Wrap Brochure). Please see Item 12 - Brokerage Practices for
additional information. As discussed above, fees paid to us are also separate and
distinct from the fees and expenses charged by mutual funds, ETFs (exchange traded
including a
funds) or other
management fee and fund expenses, as described in each fund’s prospectus, or
offering materials). Each client should review all fees charged by funds, brokers,
Redwood and others to fully understand the total amount of fees paid by the client for
investment and financial-related services.
We shall never have custody of any your funds or securities, as the services of LPL, a
qualified and independent custodian will be used for these asset management services.
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Item 6 – Performance-Based Fees and Side-By-Side Management
We do not charge performance-based fees (i.e., advisory fees based on a share of the
capital gains on or capital appreciation of the assets of a client). Our compensation
structure is disclosed in detail in Item 5 above.
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Item 7 – Types of Clients
We offer financial and investment advisory services to individuals, pension and profit-
sharing plans, charitable organizations, and corporations or other businesses.
The following minimum account sizes apply to the advisory services offered by
Redwood. Under certain circumstances, Redwood will consider waiving the minimum
account size requirements.
Redwood Asset Management (RAM):
Strategic Wealth Management (SWM):
• Redwood’s minimum account size for new client accounts is $250,000.
• The minimum account value for the Optimum Market Portfolio account (OMP) is
$10,000. In certain instances, LPL will permit a lower minimum account size.
• The minimum account value for the Personal Wealth Portfolio account (PWP) is
$250,000.
• The Model Wealth Portfolio (MWP) requires a minimum asset value for a program
account to be managed. The minimums vary depending on the portfolio(s) selected
and the account’s allocation amongst portfolios. The lowest minimum for a portfolio
is $25,000. In certain instances, a lower minimum for a portfolio is permitted.
• The minimum account value for the Manager Access Select account (MAS), which
varies by Portfolio Manager is typically $100,000 for equity strategies and $250,000
for fixed income strategies. However, in certain instances, the minimum account size
may be lower or higher.
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Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss
Your investment portfolio will be tailored to help you accomplish your unique financial
goals and objectives. After developing a thorough understanding of your risk tolerance
and short and long-term goals, we will work together to create a customized investment
portfolio designed specifically for you. You can place reasonable restrictions or
constraints on the way your account is managed; however, such restrictions may affect
the composition and performance of your portfolio. For these reasons, performance of
the portfolio may not be identical to our average client.
Our investment process involves four (4) steps:
1) Discovery: Discuss and evaluate goals, risk tolerance, tax considerations and
time horizon.
2) Portfolio Construction: Determine asset allocation and recommend specific
strategies and securities.
3) Implementation: Establish the appropriate accounts, complete funding of
accounts and execute initial portfolio trades.
4) Monitor and Review: Evaluate performance, provide ongoing due diligence of
investment positions, rebalance portfolio and manage tax efficiency.
long-term approach
to
investing.
Investment
Redwood maintains a disciplined
alternatives may include mutual funds, exchange traded products (ETPs), individual
stocks, real estate investment trusts (REITs), individual bonds, structured notes,
options, private placements, certificates of deposit (CDs), insured savings accounts and
money markets. The selection and use of these investment alternatives may depend on
your financial situation. We will rebalance your portfolio periodically to control risk, take
profits and enhance tax efficiency. We will reduce or eliminate positions due to lack of
performance, reduce concentrations in a security or sector of the market, achieve
certain tax benefits, capture profits and tactically re-allocate holdings. There are
inherent risks involved for each investment strategy or method of analysis we use and
the security we recommend. Investing in securities involves risk of loss which you
should be prepared to bear.
in 1968 and
is
the
largest
Our affiliation with LPL allows our clients to benefit from their experienced team of
professionals. LPL was established
independent
broker/dealer in the country with headquarters in Boston, Charlotte, and San Diego.
They offer research related to asset allocation strategies, portfolio construction,
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manager selection, analysis of the markets and they provide tools and resources to
enhance our portfolio management process.
We also utilize additional research subscriptions to evaluate and monitor securities
which may include:
• Morningstar
• Standard & Poors
• LPL Retirement Partners
Risks, Disclosures, and other important information
There are inherent risks involved for each investment strategy or method of analysis we
use and the security we recommend. Investing in securities involves risk of loss, which
you should be prepared to bear. Specific risks of our significant investment strategies
include:
• Market Risk: Overall equity and fixed income securities market risks affect the
value of a client’s portfolio. Factors such as domestic and international economic
growth and market conditions, interest rate levels, and political events affect the
securities markets.
• Fixed Income Risks: Portfolios that invest in fixed income securities are subject
to several general risks, including interest rate risk, credit risk, and market risk,
which could reduce the yield that an investor receives from their portfolio. These
risks may occur from fluctuations in interest rates, a change to an issuer's
individual situation or industry, or events in the financial markets.
• ETF and Mutual Funds Risk: ETFs and mutual funds are subject to investment
advisory and other expenses, which will be indirectly paid by clients. As a result,
the cost of our investment strategies will be higher than the cost of investing
directly in ETFs or mutual funds, as there are two levels of fees. ETFs and
mutual funds are subject to specific risks, depending on the nature of the fund.
ETFs are professionally managed pooled vehicles that invest in stocks, bonds,
short-term money market instruments, other mutual funds, other securities, or
any combination thereof. ETF managers trade fund investments in accordance
with fund investment objectives. ETF risk can be significantly increased for funds
concentrated in a particular sector of the market, or that primarily invest in small
cap or speculative companies, use leverage (i.e., borrow money) to a significant
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degree, or concentrate in a particular type of security (i.e., equities), rather than
balancing the fund with different types of securities.
ETFs can be bought and sold throughout the day like stocks, and their price can
fluctuate throughout the day. During times of extreme market volatility, ETF
pricing may lag versus the actual underlying asset values. This lag usually
resolves itself in a short period of time (usually less than one day); however,
there is no guarantee this relationship will always occur.
• Shorting, Margin and Use of Leverage: Redwood, with the client’s consent,
may open client accounts as margin accounts and if we elect to use margin, such
use can magnify risk to client’s accounts. As these are separately managed
accounts, use of margin should be discussed with your IAR. Separately managed
accounts wishing to use margin are required to complete a margin agreement.
Other forms of leverage which Redwood may use include options, short sales,
and other inverse or leveraged derivative instruments. Redwood could also short
stocks in the client portfolios, and a high level of risk is associated with this
strategy. Shorting securities requires the use of margin. Redwood believes
shorting provides additional opportunities to make money for margin approved
clients if Redwood believes a stock is overvalued. In rare circumstances,
structured products may be offered to certain clients. These products often
involve a significant amount of risk and should only be offered to clients who
have carefully read and considered the products’ offering documents, as they are
often based on derivatives. Structured products are intended to be "buy and
hold" investments and are not liquid instruments.
• Cash levels: From time to time there may be large cash balances in the client
accounts, which earn interest at the prevailing money market rates (taxable or
tax-free). If we believe it is in the best interest of the clients, Redwood could go to
100% cash in their portfolio, which has risk of return associated with being out of
the market.
• Legal and Regulatory Matters Risks: Legal developments which may
adversely impact investing and investment-related activities can occur at any
time. “Legal Developments” means changes and other developments concerning
foreign, as well as US federal, state and local laws and regulations, including
adoption of new laws and regulations, amendment or repeal of existing laws and
regulations, and changes in enforcement or interpretation of existing laws and
regulatory authorities and self-regulatory
regulations by governmental
the US Commodity Futures Trading
organizations (such as
the SEC,
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the enforcement or
Commission, the Internal Revenue Service, the US Federal Reserve and the
Financial Industry Regulatory Authority). Our management of accounts may be
adversely affected by the legal and/or regulatory consequences of transactions
effected for the accounts. Accounts may also be adversely affected by changes
in
interpretation of existing statutes and rules by
governmental regulatory authorities or self-regulatory organizations.
systems
rely on
technology,
including hardware,
• System Failures and Reliance on Technology Risks: Our investment
strategies, operations, research, communications, risk management, and back-
office
software,
telecommunications, internet-based platforms, and other electronic systems.
Additionally, parts of the technology used are provided by third parties and are,
therefore, beyond our direct control. We seek to ensure adequate backups of
hardware, software, telecommunications, internet-based platforms, and other
electronic systems, when possible, but there is no guarantee that our efforts will
be successful. In addition, natural disasters, power interruptions and other events
may cause system failures, which will require the use of backup systems (both
on- and off-site). Backup systems may not operate as well as the systems that
they back up and may fail to properly operate, especially when used for an
extended period. To reduce the impact a system failure may have, we continually
evaluate our backup and disaster recovery systems and perform periodic checks
on the backup systems’ conditions and operations. Despite our monitoring,
hardware, telecommunications, or other electronic systems malfunctions may be
unavoidable, and result in consequences such as the inability to trade for or
monitor client accounts and portfolios. If such circumstances arise, the
Investment Committee will consider appropriate measures for clients.
• Cybersecurity Risk: A portfolio is susceptible to operational and information
security risks due to the increased use of the internet. In general, cyber incidents
can result from deliberate attacks or unintentional events. Cyberattacks include,
but are not limited to, infection by computer viruses or other malicious software
code, gaining unauthorized access to systems, networks, or devices through
“hacking” or other means for the purpose of misappropriating assets or sensitive
information, corrupting data, or causing operational disruption. Cybersecurity
failures or breaches by third-party service providers may cause disruptions and
impact on the service providers’ and our business operations, potentially
resulting in financial losses, the inability to transact business, violations of
applicable privacy and other laws, regulatory fines, penalties, reputational
damage, reimbursement, or other compensation costs, and/or additional
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compliance costs. While we have established business continuity plans and risk
management systems designed to prevent or reduce the impact of such
cyberattacks, there are inherent limitations in such plans and systems due in part
to the everchanging nature of technology and cyberattack tactics.
• Pandemic Risks: The novel coronavirus rapidly became a pandemic and
resulted in disruptions to the economies of many nations, individual companies,
and the markets in general, the impact of which was material. This created
closed borders, quarantines, supply chain disruptions and general anxiety,
negatively impacting global markets in an unforeseeable manner. The impact of
the novel coronavirus and other such future infectious diseases in certain regions
or countries may be greater or less due to the nature or level of their public
health response or due to other factors. Health crises caused by the recent
coronavirus outbreak or future infectious diseases may exacerbate other pre-
existing political, social, and economic risks in certain countries. The impact of
such health crises may be quick, severe and of unknown duration. These
pandemics and other epidemics and pandemics that may arise in the future could
result in continued volatility in the financial markets and could have a negative
impact on investment performance.
• Emerging Technology: From time to time, we can use emerging technologies,
such as artificial intelligence (“AI”), as a complement to operational and
investment research processes. We can also invest in companies developing or
leveraging emerging technology. Emerging technology and AI are wide-ranging
terms and include a broad spectrum of technologies and applications, such as
machine learning, deep learning, neural networks, and natural language
processing, that are quickly evolving. Such emerging technology and AI present
unique risks. For example, the automation of tasks previously performed by
humans can potentially lead to job displacement and economic disruption. Data
privacy concerns arise when AI systems collect and analyze vast amounts of
personal data, which can be misused or inadequately protected. Additionally, the
rapid development of these technologies often outpaces the creation of
appropriate regulations, resulting in ethical challenges such as bias in AI
algorithms and the potential for misuse in surveillance, investment decisions or
other biases. New security vulnerabilities can also emerge as AI tools are
developed, making systems potentially more susceptible to cyberattacks when
using emerging AI technologies.
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The above list of risk factors is not intended to be a complete list or explanation of the
risks involved in an investment strategy. You are encouraged to consult your financial
advisor, legal counsel, and tax professional on an initial and continuous basis in
connection with selecting and engaging in the services provided by us. In addition, due
to the dynamic nature of investments and markets, strategies may be subject to
additional and different risk factors not discussed above.
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Item 9 – Disciplinary Information
We do not have any legal, financial, or other “disciplinary” items to report. We are
obligated to disclose any disciplinary event that would be material to you when
evaluating us to initiate a Client / Adviser relationship, or to continue a Client / Adviser
relationship with us.
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Item 10 – Other Financial Industry Activities and Affiliations
Neither the Company nor any of our management persons (except as disclosed below)
are registered or have an application pending to register as a broker-dealer, futures
commission merchant, commodity pool operator, commodity trading advisor or as an
associated person of the foregoing entities, except as disclosed below.
In addition, neither the Company nor any of our management persons have any
relationship or arrangement that is material to our advisory business or to our clients
that we or any of our management persons have with any related person that is, under
common control and ownership, a:
• Broker-dealer, municipal securities dealer, or government securities dealer or
broker,
Investment company or other pooled investment vehicle,
•
• Other investment adviser or financial planner,
• Futures commission merchant (or commodity pool operator or commodity trading
advisor),
• Banking or thrift institution,
• Lawyer or law firm,
Insurance company or agency,
•
• Pension consultant, or
• Real estate broker or dealer or
• Sponsor or syndicator of limited partnerships.
registered
representatives and
IARs of Redwood are
investment adviser
representatives of LPL, a registered broker dealer member FINRA & SIPC and
investment advisor with various state regulatory agencies. Redwood has chosen to
deliver their services in this fashion in order to offer their clients diverse and extensive
investment and planning opportunities. This may represent a conflict of interest since
their time is split between two business operations. IARs of Redwood are compensated
by a fee based on assets in the advisory accounts or fee for financial planning rather
than receiving commissions. Redwood IARs may also provide fee-based retirement
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plan services as IARs of LPL. Additionally, Redwood IARs may receive compensation
(commission) based upon the sale of an investment product, including distribution and
service fees from the sale of mutual funds in non-managed accounts as registered
representatives of LPL. Prior to these transactions being executed, registered
representatives will disclose this conflict of interest.
long-term care
Redwood is licensed as an insurance agency with the Ohio Department of Insurance to
sell accident & health and life insurance products. Certain IARs are licensed to sell life,
health, and
through various companies.
insurance products
Appropriately licensed IARs will receive compensation for the sale of such products.
You are under no obligation to purchase insurance products through any insurance
agency or IAR and may effect any such transactions where you desire.
As part of our duty to you, we always attempt to put your interest first and we have
implemented a Compliance Program, which includes the periodic monitoring of client
accounts to their stated investment objectives. The IARs may spend as much as 25% of
their time with LPL and as agents of various insurance companies.
The above affiliation may be considered material. However, we are not under common
control and ownership with, and therefore, not affiliated with LPL or any of its affiliates.
Tax Services:
Sunwook Jin has an ownership interest in a separate tax preparation company
(ProActive) and may introduce clients to that entity for tax preparation services. This
may cause a conflict of interest in that Mr. Jin has a financial incentive to refer clients to
ProActive. Redwood and its principals take their fiduciary duty seriously and have
developed a compliance program to identify and monitor such outside business
activities and clients are under no obligation to use ProActive, or any other
recommended tax preparation firm, to meet their tax needs.
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Interest
in Client
Item 11 – Code of Ethics, Participation or
Transactions and Personal Trading
The Code of Ethics adopted and implemented by Redwood applies to the activities of
Redwood, a Registered Investment Adviser, under the Investment Advisers Act of 1940
(as amended—the Advisers Act). All employees of Redwood are deemed by the
Advisers Act to be supervised persons3 and are therefore subject to this Code of Ethics.
In carrying on its daily affairs, Redwood and all its associated persons shall act in a fair,
lawful, and ethical manner, in accordance with the rules and regulations imposed by the
Company’s governing regulatory authority.
Redwood has created a Code of Ethics which establishes standards and procedures for
the detection and prevention of certain conflicts of interest including activities by which
persons having knowledge of the investments and investment intentions of Redwood
might take advantage of that knowledge for their own benefit. We have in place Ethics
Rules (the “Rules”), which are comprised of the Code of Ethics and Insider Trading
policies and procedures. The Rules are designed to ensure that our personnel (i)
observe applicable legal (including compliance with applicable state and federal
securities laws) and ethical standards in the performance of their duties; (ii) at all times
place your interests first; (iii) disclose all conflicts of interest; (iv) adhere to the highest
standards of loyalty, candor and care in all matters relating to you; (v) conduct all
personal trading consistent with the Rules and in such a manner as to avoid any
conflicts of interest or any abuse of their position of trust and responsibility; and (vi) not
use any material non-public information in securities trading. The Rules also establish
policies regarding other matters such as outside employment, the giving or receiving of
gifts, and safeguarding portfolio holdings information. Under the general prohibitions of
the Rules, our personnel may not: 1) effect securities transactions while in the
possession of material, non-public information; 2) disclose such information to others; 3)
participate in fraudulent conduct involving securities held or to be acquired by any client;
and 4) engage in frequent trading activities that create or may create a conflict of
interest, limit their ability to perform their job duties, or violate any provision of the Rules.
Our personnel are required to conduct their personal investment activities in a manner
that we believe is not detrimental to its advisory clients. Our personnel are not permitted
3 Supervised person means any partner, officer, director (or other person occupying a similar status or
performing similar functions), or employee of an investment adviser, or other person who provides
investment advice on behalf of the investment adviser and is subject to the supervision and control of the
investment adviser.
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to transact in securities except under circumstances specified in the Code of Ethics.
However, as described below, there may be circumstances where our personnel may
buy and sell on behalf of its clients, securities of issuers or other investments in which
they own securities or otherwise have an interest. The policy requires all Access
Persons4 (defined as investment personnel, which includes portfolio managers,
assistant portfolio managers, research analysts and trading room personnel, our
officers, and other designated persons) to report all personal transactions in securities
not otherwise exempt under the policy. All reportable transactions are reviewed for
compliance with the Code of Ethics. If you request a copy of Redwood’s Code of Ethics,
we will furnish a copy to you within a reasonable time at your current address of record.
We and our associated persons do not provide recommendations for your accounts in
securities that we (or our associated persons) have a material financial interest.
The Company or its associated persons may buy or sell for themselves investment
products that are also recommended to clients. Associated persons should seek to
ensure that they do not personally benefit from the short-term market effects of their
recommendations to clients and their personal transactions are regularly monitored. In
instances where the representative buys or sells the same securities as those of their
clients, the client’s accounts are given priority. Records will be maintained of all
securities or insurance products bought or sold by the Company, associated persons or
related entities. Such records will be available for inspection upon request.
Files of securities transactions affected for associated persons of the Company will be
maintained for review should there be a conflict of interest. The principal of the
Redwood will review all securities transactions of our related persons to ensure no
conflicts exist with client executions. To prevent conflicts of interest, all employees of
Redwood must comply with the firm's Written Supervisory Procedures, which impose
restrictions on the purchase or sale of securities for their own accounts and the
accounts of certain affiliated persons.
for
Notwithstanding the above, Redwood, and/or their officers, directors or employees may
purchase
themselves similar or different securities as are purchased or
recommended for investment advisory clients of Redwood, and different securities or
4 Access person means any of your supervised persons who has access to nonpublic information
regarding any clients' purchase or sale of securities, or nonpublic information regarding the portfolio
holdings of any reportable fund, or who is involved in making securities recommendations to clients, or
who has access to such recommendations that are nonpublic. If providing investment advice is your
primary business, all your directors, officers and partners are presumed to be access persons.
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transactions may be effected or recommended for different investment advisory clients
of Redwood.
Pursuant to applicable Federal and/or State Privacy Regulations, Redwood is a financial
institution that has determined to keep confidential non-public personal information
about each Redwood client.
As discussed above, certain associated persons of Redwood are registered
representatives of LPL. As a result of this relationship, LPL may have access to certain
confidential information (e.g., financial information, investment objectives, transactions,
and holdings) about Redwood’s clients, even if the client does not establish any account
through LPL. If you would like a copy of the LPL privacy policy, please contact
Redwood.
A full copy of the Redwood’s Privacy Policy is provided, upon inception, of a new client
and is provided each year thereafter. You may request a copy of Redwood’s Privacy
Policy, and a copy will be furnished to you within a reasonable time to you at your
current address of record, at any time.
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Item 12 – Brokerage Practices
Based on our business model and the services we offer LPL is our only broker-
dealer/custodian.
Redwood may receive from LPL or a mutual fund company, without cost and/or at a
discount support services and/or products, certain of which assist Redwood to better
monitor and service client accounts maintained at such institutions. Included within the
support services that may be obtained by Redwood may be investment-related
research, pricing information and market data, software and other technology that
provide access to client account data, compliance and/or practice management-related
publications, discounted or gratis consulting services, discounted and/or gratis
attendance at conferences, meetings, and other educational and/or social events,
marketing support, computer hardware and/or software and/or other products used by
Redwood in furtherance of its investment advisory business operations.
As indicated above, certain of the support services and/or products that may be
received may assist Redwood in managing and administering client accounts. Others
do not directly provide such assistance but rather assist Redwood to manage and
further develop its business enterprise.
Redwood’s clients do not pay more for investment transactions effected and/or assets
maintained at LPL as result of this arrangement. There is no corresponding commitment
made by Redwood to LPL or any other entity to invest any specific amount or
percentage of client assets in any specific mutual funds, securities, or other investment
products as a result of the above arrangement.
In evaluating whether to recommend or require that clients’ custody their assets at LPL,
we consider the availability of the foregoing products and services and other
arrangements as part of the total mix of factors it considers and not solely the nature,
cost or quality of custody and brokerage services provided by LPL. Clients should be
aware that the receipt of such economic benefits by us or its related persons in and of
itself creates a potential conflict of interest and may indirectly influence our choice of
LPL for custody and brokerage services. To address these potential conflicts of interest,
we have developed and implemented a Compliance Program, which includes a review
of the services and execution quality we receive from LPL.
In addition, associated persons of Redwood, in their capacities as registered
representatives of LPL may suggest that clients implement recommendations through
LPL. If the client chooses to do so, this will present a conflict of interest to the extent
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that registered representatives could receive commissions as registered representatives
or compensation as IARs of Redwood.
Clients are under no obligation to implement recommendations through the registered
representatives but if they do so, they may pay commissions or fees that are higher or
lower than those that may be obtained from elsewhere for similar services. LPL is a
broker-dealer and an investment adviser with which Redwood’s IARs are also
associated. As a result of the individual association of Redwood’s IARs with LPL,
Redwood is generally required to utilize the brokerage/custodial services of LPL for
investment advisory accounts. To the extent otherwise applicable to the transactions to
be effected directly by Redwood, Redwood's general policies relative to the execution of
client securities brokerage transactions are as follows:
In seeking “best execution”,
Execution of Brokerage Transactions (when applicable). Redwood reasonably
believes LPL will provide "best execution".
the
determinative factor is not the lowest possible commission cost but whether the
transaction represents the best qualitative execution, taking into consideration the full
range of the broker-dealer's services including execution capability, commission rates,
and responsiveness. Accordingly, although Redwood will seek competitive commission
rates, it may not necessarily obtain the lowest possible commission rates for account
transactions.
Transactions for each client account generally will be effected independently. If the
transactions for a client's accounts are effected through a broker-dealer that refers
investment management clients to Redwood, there exists the potential for conflict of
interest if the accounts incur higher commission or transaction costs than the accounts
would otherwise have incurred had the client determined to effect account transactions
through alternative clearing arrangements that may have been available through
Redwood.
We do not have direct brokerage or soft dollar arrangements, nor do we execute
transactions on a principal or agency cross basis.
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Item 13 – Review of Accounts
The Chief Compliance Officer (“CCO”) has implemented sample compliance reviews
(which leverage internal checklists and review schedules) to help manage review of
advisory accounts, in addition to at least annual meetings between the IAR and their
clients. This surveillance system allows the CCO to identify performance issues, asset
allocation issues, lack of transactions and concentrated positions. The review process is
completed on a sample basis monthly. The review covers evaluation of the account’s
asset allocation against the recommended allocation for that particular investment
objective. The process also includes evaluation of the account’s performance against
benchmarks of similar investment objectives. Changes in an account holder’s personal,
tax, or financial status may trigger additional reviews as well as macroeconomic and
company specific events.
Clients will receive written transaction confirmations and/or statements monthly or at
least quarterly from the account custodians. Collectively, these reports will list client’s
account holdings, transactions and fees paid to us.
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Item 14 – Client Referrals and Other Compensation
Our IARs will typically receive compensation from firms in which the client implements
non-security transactions (e.g., insurance products). Additionally, in their capacities as
registered representatives of LPL, our IARs also receive commissions or fees from LPL
or payments on certain variable insurance products, mutual funds, or other brokerage
products offered through LPL, as compensation, representing a separate financial
interest. Redwood would not charge a fee on such products and any commission will be
fully disclosed to the client. As such, a conflict of interest exists with respect to
recommendations to buy or sell such securities, due to the additional compensation
received. In all cases, transactions are effected in the best interests of the client and
Redwood has created and implemented a compliance program to monitor such activity.
In addition, from time to time, mutual fund companies, insurance companies or their
personnel pay for client luncheons, or other events that Redwood hosts. This can
include third party speakers that Redwood does not have to compensate. These
arrangements also give rise to conflicts of interest, or perceived conflicts of interest in
that Redwood has an incentive to invest client assets in mutual funds or insurance
companies that provide such benefits to Redwood. Our commitment to our clients and
the policies and procedures we have adopted that require the review of such
arrangements by the CCO are designed to limit any interference with Redwood’s
independent decision making when choosing the best products or securities for our
clients.
Furthermore, we will consider arrangements to compensate certain persons who are not
our supervised person for client referrals. Compensation typically varies from 5% - 25%
and is calculated based on fees paid to us from a planning or advisory services
engagement. Compensation provided can include a one-time payment or it may
continue on a recurring basis over a specified time. Such promotion arrangements will
comply with the requirements set out in the SEC Rule 206(4)-1 of the Investment
Advisers Act of 1940, including the requirement that the relationship (including
compensation and any conflicts of interest) between the promoter and the investment
adviser be disclosed to the client at the time of the referral. In any such case, applicable
state laws may require these promoters to become either licensed as our IARs or as an
independent investment adviser. The client will be requested to acknowledge their
understanding of this arrangement prior to acceptance of the clients’ funds.
Refer to Items 5, 10, and 12 above for details of our compensation structure as well as
any other compensation our IARs may receive.
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Item 15 – Custody
We do not have custody of client funds or securities; however, upon written consent
from you, we may have the authority to deduct the advisory fees directly from your
account. Client assets are held at a qualified custodian. However, we are deemed to
have limited custody of some of our clients’ funds or securities when the clients
authorize us to deduct our management fees directly from the client’s account. In
addition, we are also deemed to have custody of clients’ funds or securities when clients
have standing letters of authorization (“SLOAs”) with their custodian to move money
from a client’s account to a third-party, and under that SLOA it authorizes us to
designate the amount or timing of transfers with the custodian. The SEC has set forth a
set of standards intended to protect client assets in such situations, which we follow.
The qualified custodian will send you, at least quarterly, your account statements. The
account statements will reveal the funds and securities held with the qualified custodian,
any transactions that occurred in your account, and the deduction of our fee. You
should carefully review the account statements received from the qualified custodian
and compare them with any statements that you receive from us. You should contact us
at the address or phone number on the cover of this brochure with any questions about
your statements. You should notify us if you do not receive the account statements, at
least quarterly, from the qualified custodian.
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Item 16 – Investment Discretion
In order to manage portfolios effectively, we believe we should have the authority to
determine without obtaining specific client consent, the securities to be bought and sold
and/or the number of securities to be bought or sold for your account. You have the
right to place reasonable restrictions on such authority. Any restrictions must be
submitted to us in writing. Execution of the client agreement grants us permission to
exercise this authority.
As our sole broker dealer/custodian, we will place orders for the execution of
transactions with or through LPL, and complying with Section 28(e) of the Securities
Exchange Act of 1934, may pay a commission on transactions in excess of the amount
of commission another broker or dealer would have charged.
In managing investment portfolio, we act in a manner in keeping with what we
understand and believe to be in your best interest.
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Item 17 – Voting Client Securities (i.e., Proxy Voting)
We do not have, nor will we accept authorization to vote client securities. Clients will
receive their proxies or other solicitations directly from their custodian or a transfer
agent. Clients should contact their custodian or a transfer agent with questions about a
particular solicitation.
including shareholder
litigation with respect
to
Redwood does not render advice to or take any actions on behalf of clients with respect
to any legal proceedings including bankruptcies and shareholder litigation, to which any
securities or other investments held in client accounts, or the issuers thereof, become
subject, and does not initiate or pursue legal proceedings, including without limitation
shareholder litigation, on behalf of clients with respect to transactions, securities, or
other investments held in client accounts. The right to take any action with respect to
transactions,
legal proceedings,
securities or other investments held in client accounts is expressly reserved to the
client.
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Item 18 – Financial Information
We are not required to provide Redwood Financial Network Corp financial information to
our clients because we do not:
•
require the prepayment of more than $1,200 in fees and six or more months in
advance, or
take custody of client funds or securities, or
•
• currently have a financial condition that is reasonably likely to impair our ability to
meet our commitments to you.
Additionally, we have not been the subject of a bankruptcy petition at any time during
the past ten years, nor do we foresee such action in the future. We have not, and do not
plan client advisory fee increases, and continue to seek greater efficiencies, including
no-transaction-fee investment options for our clients.
While not anticipated, should our financial condition change, we will notify you and
explain the steps we intend to take to address them. Please always feel comfortable to
contact us at any time.
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Item 19 – Requirements for State-Registered Advisers
We are an SEC registered investment adviser; so, this section does not apply to us.
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