Redwood Private Wealth (“Redwood”) is a registered investment advisor based in Phoenix, Arizona, formed in 2021 as a Limited Liability Company (LLC) under the laws of the State of Arizona, wholly owned by NCAZ Financial Holdings Redwood has a network of proprietary partners offices throughout the country as well as partner offices that provide advisory services under local “doing business as” names. A complete list of approved doing business as names came be found by searching for Redwood Private Wealth , CRD:312942on atwww.adviserinfo.sec.gov. The investment advisory services of Redwood are provided to you through an appropriately licensed and qualified individual who is an investment advisor representative of Redwood (referred to as your investment adviser representative throughout this brochure). Your investment advisor representative may either be an employee of Redwood or an independent contractor.
Within the parameters set by Redwood (as disclosed in Item 5 – Fees and Compensation), investment advisor representatives are free, to negotiate the asset management, financial planning, and service fees charged to clients for the services provided and/or to waive, at the advisor’s expense, clients’ operational and custodian fees. It is possible that different investment advisor representatives may charge different fees for providing the same service to clients. The specific level of services you will receive, and the fees you will be charged, by Redwood will be specified in your advisory services agreement.
Redwood provides the following services: Our focus is to manage investment portfolios for individual clients, high net-worth families, and businesses. We also provide personal financial planning and investment advice designed to work with our clients’ financial goals, objectives, and risk tolerances.
Portfolio Management Services. When providing Portfolio Management services, Redwood makes investment recommendations; implements such recommendations; and provides ongoing monitoring and management of each account. Each portfolio is tailored to the individual needs of a particular Client (whether an individual, a family or a business) through an assessment conducted prior to an engagement. Clients may impose restrictions related to the level of discretion granted, the types of investments used, etc. Clients that engage Redwood on a non-discretionary investment basis must be willing to accept that Redwood cannot effect any account transactions without obtaining prior consent to any such transaction(s) from the Client. Thus, in the event of a market correction during which the Client is unavailable, Redwood will be unable to effect any account transactions (as it would for its discretionary Clients) without first obtaining the Client’s consent.
Terms of an actual engagement, including description of service, limitations and restrictions, fees, etc., are all detailed before any engagement begins in a written Client agreement.
Financial Planning and Consulting Services. When providing Financial Planning/or Consulting Servies, Redwood provides financial planning and/or consulting services (including investment and non-investment related matters, including estate planning, insurance planning, etc.) on a fixed fee or hourly fee basis. Prior to engaging Redwood to provide planning or consulting services, Clients are required to enter into a Financial Planning Agreement with Redwood setting forth the terms and conditions of the engagement (including termination), describing the scope of the services to be provided, and the portion of the fee that is due from the Client prior to Redwood commencing services. The Client always retains absolute discretion over all such implementation decisions and always has the right whether to accept or reject any recommendation from Redwood. Please Note: It is always the Client’s responsibility to promptly notify Redwood if there is ever any change in financial situation or investment objectives for the purpose of reviewing, evaluating or revising Redwood's previous recommendations and/or services. Redwood may provide financial planning and related consulting services regarding non investment related matters, such as estate planning, tax planning, insurance, etc.
Estate/Tax Planning: Financial Planning and Consulting Services may include an analysis of your exposure to estate taxes and a review of your current estate plan, which may include whether you have a will, powers of attorney, trusts, and other related documents. Our advice may also include ways for you to minimize or avoid future estate taxes by implementing appropriate estate planning strategies such as the use of applicable trusts. You should consult with a qualified attorney or licensed tax professional when you initiate, update, or complete estate planning activities. We may provide you with contact information for attorneys who specialize in estate planning when you wish to hire an attorney for such purposes. From time-to-time, we may participate in meetings or phone calls between you and your attorney with your approval or request. We may also refer you to Estate Guru for Estate Planning services.
Estate Guru. Estate Guru is a third-party attorney guided digital estate planning service that allows clients in need of estate planning to review, create or update tailored estate plans with attorney guided software. Redwood Advisors may help guide Clients through Estate Guru software, but Redwood Advisors are not attorneys and shall not provide legal advice. Typically, clients will pay Estate Guru directly should they choose to utilize their services. In certain circumstances, Estate Guru may determine a live attorney consultation is required and the Client has the option to engage the Estate Guru network attorney directly to assist in more complex estate matters. Redwood does not receive any compensation from Estate Guru when client chooses to utilize the platform or if client engages a live attorney for legal assistance.
Services provided by Redwood should not be construed as legal or accounting advice, as Redwood does not prepare estate planning documents or tax returns. Redwood may recommend the services of legal or tax professionals or the use of Estate Guru. Clients are reminded that they always have the right to decide whether to engage the services of any such recommendation and are under no obligation to do so.
Implementation of Financial Planning Recommendations. Client retains absolute discretion over all such implementation decisions and always has the right whether to accept or reject any recommendation made by Redwood or its representatives or any affiliated entities. Clients may be offered insurance products through an affiliated entity, Redwood Insurance Group, LLC (See Item 10 of this Brochure for more information about affiliated entities). In the event Clients purchase insurance products through an affiliated entity, the affiliated entity and or principals of Redwood may receive profits and your financial professional receives compensation in the form of commission. While these individuals endeavor at all times to put the interests of the Clients first as part of Redwood's fiduciary duty, Clients should be aware that this practice presents a conflict of interest because individuals providing investment advice on behalf of Redwood, who are also insurance agents may have an incentive to recommend products to Clients for the purpose of generating commissions, rather than solely based on Client needs. Clients are under no obligation, contractually or otherwise, to purchase insurance products through an affiliated entity or from your Redwood Advisor.
Selection of Other Advisers. Redwood may direct clients to third party managers. Redwood will verify that all recommended managers are properly licensed, notice filed, or exempt from registration prior to engaging the services of such managers..
Retirement Plan Services. ERISA Section 3(21) Investment Advisor and 3(38) Investment Management Services For employer-sponsored retirement plans, including cash balance plans, Redwood provides its Investment advisory services as an investment advisor as defined under Section 3(21) and as an investment manager as defined under Section 3(38) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).
When serving as an ERISA 3(21) investment advisor, the plan sponsor and Redwood share fiduciary responsibility. The plan sponsor retains ultimate decision-making authority for the investments and may accept or reject the recommendations in accordance with the terms of a separate ERISA 3(21) Investment Advisor Agreement between Redwood and the plan sponsor.
Redwood may provides the following services to the plan sponsor including:
• Screen investments and make recommendations.

• Monitor the investments and suggest replacement investments when appropriate. • Provide a monthly or quarterly monitoring report.

• Assist the plan sponsor in developing an IPS.
When serving as an ERISA 3(38) investment manager, the plan sponsor is relieved of all fiduciary responsibilityfor the investment decisions made by Redwood. Redwood is a discretionary investment manager in accordance with the terms of a separate ERISA 3(38) Investment Management Agreement or a Cash Balance Investment Management Agreement between Redwood and the plan sponsor. Redwood may provide the following services to the plan sponsor:
• Select the investments.

• Monitor the investments and replace investments when appropriate.

• Provide a monthly or quarterly monitoring report.

• Develop a customized IPS.
Redwood’s goal in identifying the plan’s investment options is to provide a range of options that will enable plan participants to invest according to varying risk tolerances, savings, time horizons, or other financial goals. The plan's investment options may consist of ETFs, CITs, mutual funds, portfolios, or other similar investment funds.
The investment funds from which Redwood will select from will be those that are available on the plan recordkeeper’s investment platform.
Redwood may prepare an IPS for the plan. The purpose of the IPS is to provide guidelines for making investment related decisions in a prudent manner. It outlines the underlying philosophies and

processes for the selection, monitoring, and replacement of the investment options offered by the plan.
Investment Advice Relating to Retirement Accounts. When Redwood provides investment advice regarding a retirement plan account or individual retirement account, Redwood is a fiduciary within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable. The way we make money creates some conflicts with your interests, so we operate under a special rule that requires us to act in your best interest and not put our interest ahead of yours. As such, Redwood is subject to specific duties and obligations under ERISA and the IRC that include, among other things, prohibited transaction rules which are intended to prohibit fiduciaries from acting on conflicts of interest. When a fiduciary gives advice in which it has a conflict of interest, the fiduciary must either avoid or eliminate the conflict or rely upon a prohibited transaction exemption (a “PTE”).
Under this special rule’s provisions, Redwood 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.
Retirement Rollovers Conflict of Interest. To the extent Redwood recommends you roll over your account from a current retirement plan account to an individual retirement account managed by Redwood, please know that Redwood and our investment adviser representatives have a conflict of interest.
We can earn increased investment advisory fees by recommending that you roll over your account at the retirement plan to an IRA managed by Redwood. We will earn fewer investment advisory fees if you do not roll over the funds in the retirement plan to an IRA managed by Redwood.
Thus, our investment adviser representatives have an economic incentive to recommend a rollover of funds from a retirement plan to an IRA which is a conflict of interest because our recommendation that you open an IRA account to be managed by our firm can be based on our economic incentive and not based exclusively on whether or not moving the IRA to our management program is in your overall best interest.
We have taken steps to manage this conflict of interest. We have adopted an impartial conduct standard whereby our investment adviser representatives will (i) provide investment advice to a retirement plan participant regarding a rollover of funds from the retirement plan in accordance with the fiduciary status described below, (ii) not recommend investments which result in Redwood receiving unreasonable compensation related to the rollover of funds from the retirement plan to an IRA, and (iii) fully disclose compensation received by Redwood and our supervised persons and any material conflicts of interest related to recommending the rollover of funds from the retirement plan to an IRA and refrain from making any materially misleading statements regarding such rollover.
When providing advice to your regarding a retirement plan account or IRA, our investment advisor representatives will act with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims, based on the investment objectives, risk, tolerance, financial circumstances, and a client’s needs, without regard to the financial or other interests of Redwood or our affiliated personnel.
The client has options other than rolling over the assets to an account managed by Redwood, including managing the assets without the assistance of Redwood as part of their current employer sponsored retirement plan or by rolling over the assets to an IRA. In both cases, the client would not be required to pay additional fees to Redwood and the client would be responsible for managing the assets on their own. The Client always has the right to decide whether or not to rollover retirement plan assets to an account managed by Redwood.
Client Obligations. In performing its services, Redwood shall not be required to verify any information received from the Client or from the Client’s other professionals, and is expressly authorized to rely thereon. Moreover, each Client is advised that it remains their responsibility to promptly notify Redwood if there is ever any change in their financial situation or investment objectives for the purpose of reviewing, evaluating or revising Redwood's previous recommendations and/or services.
Redwood shall provide investment services specific to the needs of each Client. Prior to providing investment services, an investment adviser representative will ascertain each Client’s investment objective(s). Thereafter, Redwood shall allocate and/or recommend that the Client allocate investment assets consistent with the designated investment objective(s). The Client may, at any time, impose reasonable restrictions, in writing, on Redwood's services.
Educational Workshops. Your Redwood advisor may provide educational workshops for those desiring information on personal finance and investing. Topics may include issues related to general financial planning, educational funding, estate planning, retirement strategies, insurance planning and various other current economic or investment topics.
Cash Management Accounts. Redwood makes available to clients the FICA® cash management program for Advisors sponsored by StoneCastle Cash Management, LLC (‘StoneCastle’).
StoneCastle is not a bank, nor does it offer bank deposits and its services are not guaranteed or insured by The Federal Deposit Insurance Corporation, or any other governmental agency.
StoneCastle is not a bank, nor does it offer bank deposits and its services are not guaranteed or insured by The Federal Deposit Insurance Corporation, or any other governmental agency. The Federally Insured Cash Account, (“FICA”) is StoneCastle’s proprietary cash management vehicle offering a high level of FDIC and NCUSIF insurance per client tax ID via access to hundreds of participating banks and credit unions1 (“Network Institutions”). StoneCastle is not a member of the FDIC or National Credit Union Administration (NCUA), but the Network Institutions where FICA client funds are placed are FDIC and/or NCUA members. StoneCastle requires a $250,000 minimum deposit to open a FICA account. Participating Redwood Advisor Representatives will assist clients in signing up for this program and facilitating the transfer of funds between the client’s like-named accounts. Clients participating in this program will receive a copy of the StoneCastle Form ADV. In the event Clients utilize StoneCastle’s FICA Cash Management Program, Redwood will receive a referral fee, indirectly paid from client’s deposits. In this arrangement, a client introduced by Redwood who deposits money in a StoneCastle FICA account may earn a different monthly account yield, which will generally be less than the account yield earned by a client depositing money directly to a FICA Program. Redwood Advisor Representatives must endeavor at all times to put the interests of the Clients first as part of Redwood's fiduciary duty, including recommending StoneCastle’s Cash Management Accounts.
However, Clients should be aware that a conflict of interest exists because there is a financial incentive to recommend to Clients to StoneCastle. Clients are under no obligation, contractually or otherwise, to utilize StoneCastle’s services.
UPTIQ. Redwood has entered into a relationship with UPTIQ an unaffiliated internet-based financial intelligence platform, to introduce clients in need of lending to utilize UPTIQ, a large network of lenders to assist Advisory Clients with a variety of different types of personal and business loans (i.e., mortgage, home equity, auto, commercial, working capital, etc.). Redwood does not perform any services for UPTIQ. UPTIQ’s platform seeks to match Clients with those lenders who can best fulfill individual client’s borrowing needs. Once matched with a lender, UPTIQ’s platform serves to help facilitate the loan application and fulfillment process. Neither UPTIQ, nor Redwood, serves as a lender. Neither UPTIQ, nor Redwood, is registered or licensed as a lender or lending broker with any state or federal regulatory agency or authority. There can be no assurance that the lending terms obtained via the UPTIQ platform will be more favorable than those available from non-platform lenders. UPTIQ is solely compensated by the lender for its services. UPTIQ shares up to 25% of its compensation (derived from Lender’s fees) with Redwood as a referral fee.
This does not change the amount a client pays to utilize the platform or to obtain loans. Redwood Advisor Representatives must endeavor at all times to put the interests of Clients first, as part of Redwood's fiduciary duty, including recommending UPTIQ. Nevertheless, a conflict of interest exists because Redwood’s acceptance of referral compensation provides Redwood with an economic incentive to introduce Clients to UPTIQ. Redwood does not provide any services on behalf of UPTIQ. In the event that a client desires to utilize the UPTIQ platform, the client will receive a separate Acknowledgement from Redwood for review prior to utilizing UPTIQ. No portion of any loan proceeds received from Client(s) will knowingly be accepted by Redwood for investment purposes. No Client is under any obligation whatsoever to utilize UPTIQ’s services. Client remains free to consider/evaluate/utilize other lenders and platforms, and, to the extent reasonably requested, Redwood shall remain available to help assist the client with such evaluation process.
Wrap Program. Redwood does not participate in a wrap fee program.
Assets Under Management. As of March 30, 2024 total Assets Under Management is $267,560,801.00 with $253,371,436.00 advised on a discretionary basis and $14,189,365.00 advised on a discretionary advised on a non-discretionary basis.