Greenwood Gearhart Inc. (“GGI”) is a fee-only investment advisory firm registered with the Securities and Exchange
Commission. The firm’s principal offices are located at 26 East Center Street in Fayetteville, Arkansas. GGI offers investment
management, portfolio management, financial planning and general family office services to the general public, including but
not limited to individuals, defined contribution plans, charitable institutions, trust accounts and various other institutions.
Founded in 1982, Greenwood Gearhart, Inc. is registered as an Investment Adviser with the Securities and Exchange Commission
under the Investment Advisers Act of 1940.
GGI is a fee-only investment management firm. The firm is not affiliated with entities that sell financial products or securities.
No commissions in any form are accepted. No finder’s fees are accepted.
Investment Advisory Services
Clients can engage GGI to provide discretionary investment advisory services on a fee-only basis. GGI’s annual investment
advisory fee is based upon a percentage (%) of the market value of the assets placed under GGI’s management. Before engaging
GGI to provide investment advisory services, clients are required to enter into an Investment Advisory Agreement with GGI
setting forth the terms and conditions of the engagement (including termination), describing the scope of the services to be
provided, and the fee that is due from the client.
GGI’s annual investment advisory fee shall include investment advisory services, and, to the extent specifically requested by the
client, financial planning and consulting services. In the event that the client requires extraordinary planning and/or consultation
services that are separate or in addition to investment advisory services (to be determined in the sole discretion of GGI), GGI
may determine to charge for such additional services, which additional fee shall be agreed upon between GGI and the client.
Clients may also choose to supplement investment advisory and financial planning services with GGI’s Family Office or Family
Arrangement services. GGI’s Family Office services (generally reserved for clients with $5,000,000 or more under GGI’s
management) generally include Estate Planning and Personal Tax coordination services. Costs associated with services rendered
by third parties are generally the client’s responsibility, unless otherwise agreed, in writing.
Estate Planning services generally entail the preparation of a revocable trust, will, living will, financial and health care powers
of attorney, HIPPA documents, and in some cases, more advanced estate plans or estate tax plans, as requested by the client and
to the extent applicable to the client’s circumstances Estate Planning services are provided by a qualified third-party professional,
not GGI.
GGI’s Family Office services also generally include Personal Tax services. Personal Tax services generally entail personal tax
planning and analysis, as well as the preparation of the annual personal tax return for the client. Personal Tax Services are
provided by a qualified third-party professional, not GGI.
For clients with less than $5,000,000 under GGI’s management, Family Arrangement services can be provided. Family
Arrangement engagements can generally include the same scope of services as Family Office engagements, with each respective
service selected on an a la carte basis.
GGI shall provide services specific to the needs of each client. To commence the investment advisory process, an investment
adviser representative will first ascertain each client’s investment objectives and then allocate investment assets consistent with
the designated investment objectives. Once allocated, GGI provides ongoing monitoring and review of account performance and
asset allocation as compared to client investment objectives and may periodically execute account transactions based upon such
reviews. Clients may, at any time, impose reasonable restrictions, in writing, on GGI’s services.
GGI does not participate in a wrap fee program.
Please Note: To the extent the Client elects to receive certain concierge services, Client’s fee may increase relative to the
additional services selected.
All reports, communications and other notices to the Client hereunder shall be given or sent to the Client at their provided address.
Electronic communication may also be used as directed by the Client.
Limitations of Financial Planning and Non-Investment Consulting/Implementation Services – To the extent specifically
engaged by a Client to do so per the terms and conditions of a written agreement and fee, GGI shall generally provide financial
planning and related consulting services regarding non-investment related matters, such as estate planning, tax planning,
insurance, etc. GGI does not serve as an attorney, accountant, or insurance agency, and no portion of GGI’s services should be
construed as same. Accordingly, GGI does not prepare estate planning documents, tax returns or sell insurance products. To the
extent requested by a client, GGI may recommend the services of other professionals for certain non-investment
implementation purpose (i.e. attorneys, accountants, insurance, etc). The Client is under no obligation to engage the services
of any such recommended professional. The Client retains absolute discretion over all such implementation decisions and is free
to accept or reject any recommendation that GGI makes. Please Note: If the Client engages any unaffiliated recommended
professional, and a dispute arises thereafter relative to such engagement, the Client agrees to seek recourse exclusively from and
against the engaged professional. Please Also Note: It remains the Client’s responsibility to promptly notify GGI if there is ever
any change in his/her/its financial situation or investment objectives for the purpose of reviewing/evaluating/revising GGI’s
previous recommendations and/or services.
Retirement Plan Rollovers – No Obligation / Conflict of Interest – A client or prospective client leaving an employer typically
has four options regarding an existing retirement plan (and may engage in a combination of these options): (i) leave the money
in the former employer’s plan, if permitted, (ii) roll over the assets to the new employer’s plan, if one is available and rollovers
are permitted, (iii) roll over to an Individual Retirement Account (“IRA”), or (iv) cash out the account value (which could,
depending upon the client’s age, result in adverse tax consequences). If GGI recommends that a client roll over their retirement
plan assets into an account to be managed by GGI, such a recommendation creates a conflict of interest if GGI will earn a new
(or increase its current) advisory fee as a result of the rollover. No client is under any obligation to roll over retirement plan
assets to an account managed by GGI. GGI’s Chief Compliance Officer, Lisa A. Brown, remains available to address any
questions that a client or prospective client may have regarding the conflict of interest presented by such a rollover
recommendation.
ERISA / Internal Revenue Code Fiduciary Acknowledgment – When GGI provides investment advice to a client regarding
the client’s retirement plan account or individual retirement account, it does so as a fiduciary within the meaning of Title I of the
Employee Retirement Income Security Act (“ERISA”) and/or the Internal Revenue Code (“IRC”), as applicable, which are laws
governing retirement accounts. The way GGI makes money creates some conflicts with client interests, so GGI operates under a
special rule that requires it to act in the client’s best interest and not put its interests ahead of the client’s.
Under this special rule's provisions, GGI must:
• Meet a professional standard of care when making investment recommendations (give prudent advice);
• Never put its financial interests ahead of the client’s when making recommendations (give loyal advice);
• Avoid misleading statements about conflicts of interest, fees, and investments;
• Follow policies and procedures designed to ensure that GGI gives advice that is in the client’s best interest;
• Charge no more than is reasonable for GGI's services; and
• Give the client basic information about conflicts of interest.
Use of Mutual Funds – Most mutual funds and exchange traded funds are available directly to the public. Thus, a prospective
client can obtain many of the funds that may be utilized by GGI independent of engaging GGI as an investment adviser. However,
if a prospective client determines to do so, he/she will not receive GGI’s initial and ongoing investment advisory services. Please
Note: In addition to GGI’s investment advisory fee described below, and transaction and/or custodial fees discussed below,
clients will also incur, relative to all mutual fund and exchange traded fund purchases, charges imposed at the fund level (e.g.
management fees and other fund expenses).
Portfolio Activity – GGI has a fiduciary duty to provide services consistent with the client’s best interest. As part of its
investment advisory services, GGI will review client portfolios on an ongoing basis to determine if any changes are necessary
based upon various factors, including but not limited to investment performance, account additions/withdrawals, the client’s
financial circumstances, and changes in the client’s investment objectives. Based upon these and other factors, there may be
extended periods of time when GGI determines that changes to a client’s portfolio are neither necessary nor prudent.
Notwithstanding, there can be no assurance that investment decisions made by GGI will be profitable or equal any specific
performance level(s).
Private Fund – GGI, on a non-discretionary basis, may recommend that qualified clients consider allocating a portion of their
investment assets to various private investments funds and other private investment vehicles, including those in which GGI or
its individual principals maintain an ownership and/or management interest. These relationships, to the extent applicable, are
described in more detail in Item 10 below. The terms and conditions for participating in the private investments, including
management and incentive fees, conflicts of interest, and risk factors, are set forth in each investment’s offering or operating
documents. GGI’s clients are under absolutely no obligation to consider or make an investment in a private investment fund(s).
1. Fund Risk Factors
Private investment funds generally involve various risk factors, including, but not limited to, potential for
complete loss of principal, liquidity constraints and lack of transparency, a complete discussion of which is set
forth in each fund’s offering documents, which will be provided to each client for review and consideration.
Unlike liquid investments that a client may maintain, private investment funds do not provide daily liquidity
or pricing. Each prospective client investor will be required to complete certain offering documents, pursuant
to which the client shall establish that he/she is qualified for the private investment or fund, and acknowledges
and accepts the various risk factors that are associated with such an investment. Further, each prospective client
investor accepts and understands that other investors, managers, or administrators in such private investment
fund may gain certain knowledge of such client’s investment by way of the offering documents and any
confidentiality as it relates to such investment may be restricted as such.
2. Conflict of Interest
As agreed upon with the client, GGI may collect an asset-based fee from the client with respect to the value of
private investments recommended by GGI, which can include (but is not necessarily limited to) client
investments in the private investments in which GGI and/or GGI’s principals maintain ownership and/or
management interests. Please see Item 5 below for further details on GGI’s fees and Item 10 below for further
details on GGI and GGI’s principal’s relationships with certain private investments. In addition to this asset-
based fee, the manager(s) of the private investments are also entitled to receive incentive compensation in the
form of carried interest. This compensation structure presents a conflict of interest, as GGI may be entitled to
an asset-based fee for private investments, while GGI and/or GGI’s individual principals can share in the
incentive compensation generated by those private investments in which GGI or its principals maintain
ownership and/or management interests. No client is under any obligation to become an investor in any private
investment recommended by GGI. GGI’s Chief Compliance Officer, Lisa A. Brown, remains available to
address any questions regarding this conflict of interest.
3. Private Investment Fund Valuation
In the event that GGI references one or more private investments owned by the client on any supplemental
account reports, the values for all such private investments will generally reflect the most recent value. The
current value of any private investment fund could be significantly more or less than the original purchase price
or the price reflected in any supplemental account report. If a private investment fund has invested in a third-
party fund, the investment manager of that fund is responsible for determining the value of interests in that
fund. GGI will rely on values provided by the third-party fund’s manager.
Tradeaway/Prime Broker Fees – Relative to its discretionary investment management services, when beneficial to the Client,
individual fixed income transactions may be effected through broker-dealers other than the account custodian, in which event,
the Client generally will incur both the fee (commission, mark-up/mark-down) charged by the executing broker-dealer and a
separate “tradeaway” and/or prime broker fee charged by the account custodian.
Client Obligations – In performing its services, GGI 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
his/her/its responsibility to promptly notify GGI if there is ever any change in his/her/its financial situation or investment
objectives for the purpose of reviewing/evaluating/revising GGI’s previous recommendations and/or services.
Please Note: Investment Risk – Different types of investments involve varying degrees of risk, and it should not be assumed
that future performance of any specific investment or investment strategy (including the investments and/or investment strategies
recommended or undertaken by GGI) will be profitable or equal any specific performance level(s).
Disclosure Statement – A copy of GGI’s written disclosure statement as set forth on Part 2 of Form ADV shall be provided to
each client before, or contemporaneously with, the execution of the client’s Investment Advisory Agreement.
As of December 31, 2023 (our prior fiscal year end), GGI had $1,107,171,077 of assets under management on a discretionary
basis.
Additional information about Greenwood Gearhart Inc. is available at www.greenwoodgearhart.com.