4a: Firm Description Ironwood Wealth Management, LLC (“Ironwood”) was established in March 2006 by the managing members,
but applied for registration as an investment adviser in May 2015. Ironwood (CRD# 200511) is a spin-off from
Ironwood Wealth Management, LLC (CRD# 151004). Ironwood Wealth Management, LLC (CRD# 151004)
has changed its name to Ironwood Financial, LLC. Our office is located in Phoenix, Arizona.
4a1: Principal Owners Ironwood is owned primarily by Ironwood Wealth Management Holdings, LLC, which is primarily owned by
the following individuals:
• Cean N. Kenefick-Rogers, CFA, Managing Member:
[email protected]| (480) 776-5960
• Alexander D. Marek, Managing Member:
[email protected] | (480) 776-5960
• Rydan D. Case, CFP, Managing Member:
[email protected] | (480) 776-5960
4b: Types of Advisory Services INVESTMENT ADVISORY SERVICES Ironwood offers a variety of investment advisory services to its clients. Ironwood may be engaged to provide
discretionary or non-discretionary investment advisory services as described below.
FULL SERVICE OFFERING
Before Ironwood provides investment advisory services, we work with our clients to identify their investment
goals, objectives and risk tolerance in order to create an initial portfolio allocation consistent with the client’s
designated investment objectives. Ironwood primarily allocates client investment assets among mutual funds
and exchange-traded funds (“ETFs”) consistent with one or more of Ironwood's asset allocation strategies.
Once the appropriate portfolio has been determined, we will review the portfolio and rebalance the account
based upon our client’s individual needs, stated goals and objectives. See disclosure below at Miscellaneous
section regarding Conflicts of Interest.
Ironwood offers financial planning services for our clients. We will prepare a written financial plan for all
financial planning clients. The plan considers all of your assets, liabilities, goals and objectives and includes
gathering all information necessary to provide you with appropriate and agreed upon services, which may
include one or more of the following:
• Investment Strategies
• Investment supervisory services
• Consultations
• Financial planning
• Pension and profit sharing planning
• Endowments
• Foundations
• Business Accounts
You are encouraged to review your plans on a regular basis. For new clients, we generally charge financial
planning fees, which are described in Item 5 below.
FOUNDATIONS PROGRAM This is a service offering that is primarily designed for clients with less assets than our desired client or with
less complex planning needs. Therefore, we make this offering available in addition to the Full Service Offering
described above. We generally manage client portfolios in an identical manner in this offering, with one
exception. When we provide our advice, we consider each client account enrolled in this offering as its own
separate portfolio when making investment decisions., whereas in our Full Service Offering, we manage all
accounts as one portfolio and try to minimize the impact of tax inefficient assets by holding them in tax
favorable accounts if possible. This concept is known in the industry as asset location and is only available in
our full service offering. The Foundations program does not use asset location as each account is manage on
its own. This can result in the client being subjected to a less tax efficient total portfolio and clients should
consult with their tax consultant prior to determining to enroll in this offering.
Other than the difference noted above, we have created different pricing arrangements and impose constraints
on the availability of our human capital to ensure that we have sufficient resources to service all of our clients.
Clients in this offering are not typically invited to all client service and appreciation events hosted by us.
Clients in this offering will receive an initial meeting, and thereafter will be limited to one 30-minute phone call
with a Foundations Program planning team member each year. Clients will also have access to planning
software that can enable them to make financial decisions. Clients in the Foundations Program will receive the
same quarterly performance report that all of our other clients receive.
FULL SERVICE OFFERING AND FOUNDATION PROGRAM DISCLOSURE REGARDING HELD AWAY ACCOUNTS We use a platform provided by FeeX Inc. ("FeeX") to manage held away assets such as defined contribution
plan participant accounts, with discretion. The FeeX platform allows us to manage your account(s) without us
having to obtain and maintain your login credentials. A link will be provided to the Client allowing them to
connect an account(s) to the platform provided by FeeX. Once a client account is connected to the platform,
Ironwood will review the current account allocations. When deemed necessary, Ironwood will rebalance the
account considering client investment goals and risk tolerance, and any change in allocations will consider
current economic and market trends. Client account will be reviewed periodically and allocation changes will
be made as deemed necessary by Ironwood. Client will receive an email notification each time their account is
reviewed. Clients will be responsible for paying advisory fees managed through the FeeX platform in the same
manner as their other accounts in accordance with Item 5.
MISCELLANEOUS Retirement Rollovers. A client leaving an employer typically has four options (and may engage in a
combination of these options): i) leave the money in his former employer’s plan, if permitted, ii) roll over the
assets to his new employer’s plan, if one is available and rollovers are permitted, iii) rollover to an IRA, or iv)
cash out the account value (which could, depending upon the client’s age, result in adverse tax consequences).
Ironwood may recommend an investor roll over plan assets to an Individual Retirement Account (IRA)
managed by Ironwood. As a result, Ironwood and its representatives may earn an asset-based fee. In contrast,
a recommendation that a client or prospective client leave his or her plan assets with his or her previous
employer or roll the assets to a plan sponsored by a new employer will generally result in no compensation to
Ironwood (unless you engage Ironwood to monitor and/or manage the account while maintained at your
employer). Ironwood has an economic incentive to encourage an investor to roll plan assets into an IRA that
Ironwood will manage or to engage Ironwood to monitor and/or manage the account while maintained at your
employer. There are various factors that Ironwood may consider before recommending a rollover, including
but not limited to: i) the investment options available in the plan versus the investment options available in an
IRA, ii) fees and expenses in the plan versus the fees and expenses in an IRA, iii) the services and responsiveness
of the plan’s investment professionals versus Ironwood’s, iv) protection of assets from creditors and legal
judgments, v) required minimum distributions and age considerations, and vi) employer stock tax consequences,
if any. No client is under any obligation to rollover plan assets to an IRA managed by Ironwood or to engage
Ironwood to monitor and/or manage the account while maintained at your employer. ANY QUESTIONS:
Ironwood’s Chief Compliance Officer, Cean Kenefick-Rogers, remains available to address any questions that
a client may have regarding its prospective engagement and the corresponding conflict of interest presented by
such engagement.
Share Class Selection Policy. Ironwood maintains a share class selection policy that it follows in making
investment recommendations and selecting investments for discretionary client accounts. This policy is subject
to periodic review and may change from time to time, without notice to clients. Ultimately, our policy is
intended to purchase the most appropriate share class available. Our policy depends on a client’s investment
strategy as follows.
For our most aggressive strategies, when Ironwood initially purchases a mutual fund for a client account, it will
generally recommend and select an institutional share class when the purchase price is equal to or exceeds
$10,000. It will also typically recommend and select an institutional share class for any additional investment
in that same mutual fund when the additional purchase value equals or exceeds $4,000 and will typically not sell
the institutional share class unless the $4,000 threshold is met. In all other instances, it will select the retail
share class or other share class that does not impose transaction fees to acquire the share class.
For our less aggressive strategies, when Ironwood initially purchases a mutual fund for a client account, it will
generally recommend and select an institutional share class when the purchase price is equal to or exceeds
$20,000. It will also typically recommend and select an institutional share class for any additional investment
in that same mutual fund when the additional purchase value equals or exceeds $4,000 and will typically not sell
the institutional share class unless the $4,000 threshold is met. In all other instances, it will select the retail
share class or other share class that does not impose transaction fees to acquire the share class.
If a client only has holdings in institutional share classes, then Ironwood would be forced to sell those holdings
in the event a client requests a distribution.
Although the different share class does not impact the fund's management style or objective, the client will
incur higher annual expenses for the retail class shares (approximately 0.25% of the client's assets in the fund).
Ironwood has conducted analysis of a sample of its clients’ accounts and has reason to believe that this policy
reduces its clients’ investment expenses, but there is no guarantee that this policy will result in lower investment
expenses for any individual client.
Financial Planning and Non-Investment Consulting/Implementation Services. To the extent requested
by a client, Ironwood may provide consulting services regarding non-investment related matters, such as estate
planning, tax planning, insurance, etc. Ironwood does not serve as a law firm and no portion of Ironwood’s
services should be construed as legal advice. To the extent requested by a client, Ironwood may recommend
the services of other professionals for certain non-investment implementation purposes (e.g., attorneys and
insurance agents.). The client is under no obligation to engage the services of any recommended professional.
The client retains absolute discretion over all such implementation decisions and is free to accept or reject any
recommendation from Ironwood and/or its representatives. If the client engages any recommended
professional, and a dispute arises, the client agrees to seek recourse exclusively from and against the engaged
professional.
Conflict of Interest. The recommendation by Ironwood representatives that a client purchase an insurance
commission product from firm representatives in their individual capacities as insurance agents, presents a
conflict of interest, as the receipt of commissions provides an incentive to recommend investment products
based on commissions to be received, rather than on a particular client’s need. No client is under any obligation
to purchase any insurance products recommended by Ironwood and may purchase insurance products through
other insurance agencies or agents. Ironwood’s Chief Compliance Officer, Cean Kenefick-Rogers, remains
available to address any questions that a client or prospective client may have regarding the above conflict of
interest.
Tax Preparation Service and Discounts. We may agree to prepare tax returns for clients who request our
assistance. We will charge the client an agreed upon fee for the preparation of their individual tax returns. We
provide certain clients with more than $500,000 under our management at the year-end a discount on based on
the amount of assets they have under our management. Clients with between $500,000 and $1mm are provided
with a $100 discount, between $1mm and $2mm are provided with a $250 discount, between $2mm and $5mm
are provided with a $500 discount, and clients with over $5mm are provided with a discount of up to $1,000.
We reserve the right to provide different discounts than those outlined above, and similarly situated clients may
pay different fees for their tax returns.
Non-Discretionary Service Limitations. Clients that determine to engage Ironwood on a non-discretionary
investment advisory basis must be willing to accept that Ironwood cannot effect any account transactions
without obtaining the client’s consent. For instance, although the firm does not recommend market timing as
an investment strategy, in the event of a market correction event where the firm cannot reach the client, a client
may suffer investment losses or miss potential investment gains.
Client Obligations. Ironwood will not be required to verify any information received from the client or from
the client’s other professionals and is expressly authorized to rely on the information in its possession. Clients
are responsible for promptly notifying Ironwood if there is ever any change in their financial situation or
investment objectives so that Ironwood can review, and if necessary, revise its previous recommendations or
services.
emoney. In conjunction with the services provided by emoney, Ironwood may also provide periodic
comprehensive reporting services, which can incorporate all of the client’s investment assets, including those
investment assets that are not part of the assets that Ironwood manages (the “Excluded Assets”). The client or
their other advisors that maintain trading authority, and not us, shall be exclusively responsible for the
investment performance of the Excluded Assets. Ironwood's service relative to the Excluded Assets is limited
to reporting only, which does not include investment monitoring or implementation. The client may engage
Ironwood to manage the Excluded Assets pursuant to the terms and conditions of the Investment Advisory
Agreement between Ironwood and the client.
4c: Client Tailored Relationships and Restrictions Ironwood customizes client portfolios based on each client’s investment objectives. You may make requests
or make suggestions regarding the investments made in your portfolio. Restrictions on trading which, in our
opinion, are not in your best interest cannot be honored and if forced may result in the termination of our
agreement.
4d: Wrap Fee Program Ironwood does not offer a wrap fee program.
4e: Assets under Management (AUM) As of December 31, 2019, Ironwood managed approximately $296 million in assets under management on a
discretionary basis and $4 million on a non-discretionary basis.
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5a: Fee Schedules FULL SERVICE OFFERING Ironwood’s investment advisory fees in its Full Service Offering are generally based upon a percentage of the
value of assets place under its management according to the following fee schedule:
Assets Under Management Annual Fee (%)
$0 to $1,000,000 1.00%
$1,000,000.01 to $2,000,000 0.80%
$2,000,000.01 to $3,000,000 0.70%
$3,000,000.01 to $4,000,000 0.60%
$4,000,000.01 and above 0.5%
We also have a $5,000 annual minimum fee that is applicable to clients, and as a result, clients with less than
$500,000 will be subject to a percentage that is higher than the rates outlined above. The minimum fee is
charged $1,250 each quarter in the event a client maintains less than $500,000. These clients are encouraged to
enroll in the Foundations Program to avoid paying a higher percentage than the rates outlined above, in which
case they will pay a 1% annual fee.
FOUNDATIONS PROGRAM Ironwood’s investment advisory fees in its Foundations Program are generally based upon a percentage of the
value of assets place under its management according to the following fee schedule:
Assets Under Management Annual Fee (%)
$0 to $500,000 1.00%
Upon reaching $500,000 in assets under our management, a client will be placed in our Full Service Offering
in the following quarter and will remain in the Full Service Offering for as long as their account’s balance stays
above $500,000. In addition, new clients in the Foundations Program are subject to an initial $500 account
establishment fee.
ADDITIONAL DISCLOSURES REGARDING FEES
For purposes of determining value, securities and other instruments traded on a market for which actual
transaction prices are publicly reported are valued at the last reported sale price on the principal market in which
they are traded. In certain circumstances, fees may be negotiable.
Except for the Foundations Program, the fee includes the time and activities necessary to work with your
attorney and/or accountant in reaching agreement on solutions, as well as assisting them in implementation of
all appropriate documents. We are not responsible for attorney or account fees charged to you because of the
above activities. In the Foundations Program, you are responsible for working with your attorney and
accountant directly on all matters, unless we agree to another arrangement.
Compensation for our services will be calculated in accordance with what is set in the client’s agreement.
Ironwood, in its sole discretion, may charge a lesser fee based upon certain criteria (i.e. historical relationship,
type of assets, anticipated future earning capacity, anticipated future additional assets, dollar amount of assets
to be managed, related accounts, account composition, negotiations with the client, etc.). For example, for a
family member of a client in the Full Service Offering, we may agree to waive the minimum annual fee. We
may modify the terms of any agreement by written changes submitted to the client for signature. Lower (or
higher) fees for comparable services may be available from other sources.
Not all investment advisers have minimum annual fees or investment programs that seek to limit the frequency
of contact with a financial professional, and clients should be guided accordingly. In addition, as of March 20,
2019, we have grandfathered current clients into our prior fee structure, which did not impose an annual
minimum fee and prior to our creation of the Foundations Program. However, we reserve the right to notify
any grandfathered client that they will become subject to the annual minimum fee, and if we do so, we will ask
them to enter into a new Investment Advisory Agreement outlining their requirement to pay the annual
minimum fee or offer them the ability to enroll in the Foundations Program. If they determine not to enter
into the new agreement or enroll in the Foundations Program, we may determine to end our relationship.
Financial Planning Fee and Potential Fee Offsets When a new client determines to work with us, we generally prepare that client a written financial plan for a
$2,000 fixed fee. In certain instances, we will agree to prepare a financial plan for the client at our current
hourly rates. Following our delivery of the financial plan, if a client engages us to manage between $500,000
and $1mm of their assets, we will agree to offset half of the previously charged planning fee with a credit to
their future investment advisory fees described above. If a client engages us to manage over $1mm of their
assets, we will provide them with a full credit against their future advisory fees. We reserve the right to waive
our initial planning fee or negotiate a higher fee for complex prospective clients in our sole discretion.
5b: Fee Payments Options Ironwood’s fees are deducted from your account by the custodian when we submit an invoice to them. If there
is insufficient cash in your account to pay your fees, Ironwood will generally sell securities in your portfolio to
pay its fee.
5c: Third Party Fees You are responsible for the payment of all third party fees (i.e. custodian fees, mutual fund fees, transaction
fees, etc.). Those fees are separate and distinct from the fees we charge. In addition, client accounts may invest
in mutual funds (including money market funds) and ETFs that have various internal fees and expenses (i.e.
management fees), which are paid by these funds but ultimately borne by clients as a fund shareholder. These
internal fees and expenses are in addition to the fees charged by Ironwood.
All brokerage commissions, stock transfer fees, and other similar charges incurred in connection with
transactions for the account will be paid out of the assets in the account and are in addition to the investment
management fees paid to us. In addition to statements sent by us, you will receive statements directly from
these brokers, custodians or mutual funds or other investments you hold. We strongly urge you to compare
these statements for accuracy.
5d: Fee Payments Ironwood’s fees are paid quarterly in advance, with payment due within 10 days from the date of the invoice.
Our fee is determined by taking the percentage rate we charge, times the market value of the account, divided
by the number of days in the year and multiplied by the number of days in the quarter. The market value is the
sum of the values of all assets in the account, not adjusted by any margin debit. Fees for partial quarters at the
commencement or termination of our engagement will be billed or refunded on a pro-rated basis contingent
on the number of days the account was open during the quarter.
5.d.1: Termination Either Ironwood or our clients can terminate our agreement upon receipt of written notice to the other party.
When an agreement is terminated, we will refund any pre-paid, unearned fees based on the number of days
remaining in the quarter after termination. Refunds will be made within 30 calendar days of the effective date
of termination. When an agreement is terminated, all assets may need to be transferred from the current
custodian. You will be responsible for paying all fees including full quarterly custodial administrative fees,
account closure fees, mutual fund fees and all trading costs due to the termination. The custodian may assess
additional fees for transfer of illiquid investments. If there is insufficient cash in the account, the liquidation
of some securities may be used to pay the fees. Prior to termination of an agreement, we can provide a good-
faith estimate of these fees.
5e: Securities Commission Transactions. Neither Ironwood nor its investment advisory representatives accepts compensation from the sale of securities
or other investment products, except for insurance products as described in Item 10c below.
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Ironwood generally provides asset management and financial planning services to the following types of clients:
• Individuals
• High-Net-Worth Individuals
• Pension and Profit Sharing Plans
• Trusts
• Estates
• Charities
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LOSS 8a: Analysis Ironwood uses multiple sources of information to obtain analysis and strategies. They include sources such as
financial newspapers, research prepared by others, corporate rating services, prospectuses, company press
releases, annual reports and filings with the SEC.
8b: Investment Strategies Ironwood uses multiple investment strategies, primarily as defined by each client’s profile of risk, time horizon’s
and goals. These may include Long Term Trading, which is designed to capture market rates of both return
and risk. Frequent trading, when done, can affect investment performance, particularly through increased
brokerage and other transaction costs and taxes. This may also include Short Term Trading and options writing,
which generally hold greater risk and clients should be aware that there is a chance of material risk of loss using
any of those strategies.
Initial Public Offerings Initial public offerings are offerings of securities that often are of limited size and availability. Ironwood may
identify IPOs that align with our client’s investment strategies. Except in special circumstances, Ironwood
restricts the offering of IPOs to accredited investors. Each client investment strategy may have differing
allocation targets based on suitability. IPO securities are generally purchased and allocated pro-rata across all
participating accounts.
8c: Risk of Loss 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 Ironwood) will be profitable or equal any specific
performance level(s).
Ironwood will use our best judgment and good faith efforts in rendering services to you. We cannot warrant
or guarantee any particular level of account performance, or that the account will be profitable over time. Our
investment decisions and recommendations may not be profitable. You assume all market risk involved in the
investment of account assets under our engagement and understand that investment decisions made for this
account are subject to various market, currency, economic, political and business risks.
ETF General Risks ETFs in which the strategy may invest involve certain inherent risks generally associated with investments in a
portfolio of securities, including the risk that the general level of security prices may decline, thereby adversely
affecting the value of each unit of the ETF. Moreover, an ETF may not fully replicate the performance of its
benchmark index because of the temporary unavailability of certain index securities in the secondary market or
discrepancies between the ETF and the index with respect to the weighting of securities or the number of
securities held. ETFs in which the strategies invest have their own fees and expenses as set forth in the ETF
prospectuses. ETFs may have exposure to derivative instruments, such as futures contracts, forward contracts,
options, and swaps. There is a risk that a derivative may not perform as expected. The main risk with derivatives
is that some types can amplify a gain or loss, potentially earning or losing substantially more money than the
actual cost of the derivative, or that the counterparty may fail to honor its contract terms, causing a loss for the
ETF. Use of these instruments may also involve certain costs and risks such as liquidity risk, interest rate risk,
market risk, credit risk, management risk, and the risk that an ETF could not close out a position when it would
be most advantageous to do so.
Investment Strategy Risks There are risks associated with the long-term core strategic holdings for each of the investment strategies. The
more aggressive the investment strategy selected, the more likely the portfolio will contain larger weights in
riskier asset classes, such as equities.
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9a: Civil or Criminal Actions Ironwood and its managers have never been found guilty, convicted or plead no contest to a criminal or civil
action in a domestic, foreign or military court.
9b: Administrative Enforcement Proceedings Ironwood and its managers have never been found by the SEC, any other state or federal agency or any foreign
regulatory agency to have caused loss of the ability of an investment-related business to do business or been
sanctioned, barred or limited in investment-related activities.
9c: Self-Regulatory Organization Enforcement Proceedings Ironwood and its managers have never been found by a self-regulatory agency to have caused loss of the ability
of an investment-related business to do business. Additionally, Ironwood and its managers have never been
found in violation of self-regulatory agencies rules such that they were barred, suspended, limited in advisory
functions or fined
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10a: Broker Dealers and Registered Representatives Neither Ironwood nor its representatives, are registered or have an application pending to register, as a broker-
dealer or a registered representative of a broker-dealer.
10b: Registration as a Futures Commission Merchant, Commodity Pool Operator, or a Commodity Trading Advisor Neither Ironwood nor our employees are registered as futures commission merchants, commodity pool
operators or commodity trading advisors.
10c: Registration Relationships Material to this Advisory Business and Possible Conflicts of Interests The principal business of Ironwood is that of a registered investment adviser and provider of financial planning
services. Some of our members are insurance agents. Employees who are insurance agents may also be paid
based on these services they provide. The recommendation by Ironwood representatives that a client purchase
an insurance commission product from firm representatives in their individual capacities as insurance agents,
presents a conflict of interest, as the receipt of commissions may provide an incentive to recommend
investment products based on commissions to be received, rather than on a particular client’s need. No client
is under any obligation to purchase any insurance products recommended by Ironwood and may purchase
insurance products through other insurance agencies or agents. Ironwood’s Chief Compliance Officer, Cean
Kenefick-Rogers, remains available to address any questions that a client or prospective client may have
regarding the above conflict of interest.
10d: Selection of Other Advisors and How this Advisor is Compensated for those Selections Ironwood does not select other advisors.
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TRANSACTIONS AND PERSONAL TRADING 11a: Code of Ethics Description Ironwood has adopted a Code of Ethics that governs a number of conflicts of interest we have when providing
our advisory services to you. This Code of Ethics is designed to ensure we meet our fiduciary obligation to you
and to stress the importance of a culture of compliance within our firm.
An additional benefit of our Code of Ethics is to detect and prevent violations of securities laws, including our
obligations we owe to you.
Ironwood’s Code of Ethics is comprehensive, is distributed to each employee at the time of hire, and annually
thereafter (if there are changes). We also supplement the Code of Ethics with annual training and on-going
monitoring of employee activity. A complete copy of our Code of Ethics will be supplied to you, free of charge,
if you request it.
Ironwood’s Code of Ethics includes the following:
• Requirements related to the confidentiality of your personal, business and financial information
• Prohibitions on insider trading (if we are in possession of material, non-public information)
• Reporting of gifts and business entertainment
• Pre-clearance of employee and firm transactions
• Reporting (on an on-going and quarterly basis) all personal securities transactions (what we call
“reportable securities” as mandated by regulation)
• On an annual basis, we require all employees to re-certify to our Code of Ethics, identify members of
their household and any account to which they have a beneficial ownership (they “own” the account
or have “authority” over the account), securities held in certificate form and all securities they own at
that time
11b, c & d: Participation or Interest in Client Transactions Ironwood or its employees, may buy and sell some of the same securities for our own accounts that we buy
and sell for our clients. We will always buy or sell from our clients’ accounts before we buy or sell from our
accounts. In some cases, Ironwood, or its employees, may buy or sell securities for our own accounts and not
for clients’ accounts, as it may not meet the objectives or plans for the client.
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12a: Selecting Brokerage Firms In the event that the client requests that Ironwood recommend a broker-dealer/custodian for execution and/or
custodial services (exclusive of those clients that may direct the Ironwood to use a specific broker-
dealer/custodian), Ironwood generally recommends that investment management accounts be maintained at
Schwab, Fidelity and/or TD Ameritrade. Prior to engaging Ironwood to provide investment management
services, the client will be required to enter into a formal Investment Advisory Agreement with Ironwood
setting forth the terms and conditions under which Ironwood shall manage the client's assets, and a separate
custodial/clearing agreement with each designated broker-dealer/custodian.
Factors that Ironwood considers in recommending Schwab, Fidelity and/or TD Ameritrade (or any other
broker-dealer/custodian to clients) include historical relationship with the Ironwood, financial strength,
reputation, execution capabilities, pricing, research, and service. Although the commissions and/or transaction
fees paid by Ironwood's clients shall comply with the Ironwood's duty to obtain best execution, a client may
pay a commission that is higher than another qualified broker-dealer might charge to effect the same transaction
where the Ironwood determines, in good faith, that the commission/transaction fee is reasonable. In seeking
best execution, the determinative factor is not the lowest possible cost, but whether the transaction represents
the best qualitative execution, taking into consideration the full range of a broker-dealer services, including the
value of research provided, execution capability, commission rates, and responsiveness. Accordingly, although
Ironwood will seek competitive rates, it may not necessarily obtain the lowest possible commission rates for
client account transactions. The brokerage commissions or transaction fees charged by the designated broker-
dealer/custodian are exclusive of, and in addition to, Ironwood's investment management fee.
Research and Additional Benefits Registrant receives from Schwab, Fidelity and/or TD Ameritrade (and potentially other broker-dealers,
custodians, investment platforms, unaffiliated investment managers, vendors, or fund sponsors) free or
discounted support services and products. Certain of these products and services assist the Registrant to better
monitor and service client accounts maintained at these institutions. The support services that Registrant
obtains can include investment-related research; pricing information and market data; compliance or practice
management-related publications; discounted or free attendance at conferences, educational or social events;
or other products used by Registrant to further its investment management business operations.
Certain of the support services or products received may assist the Registrant in managing and administering
client accounts. Others do not directly provide this assistance, but rather assist the Registrant to manage and
further develop its business enterprise.
Registrant’s clients do not pay more for investment transactions effected or assets maintained at Schwab,
Fidelity and/or TD Ameritrade or other broker-dealers and custodians because of these arrangements. There
is no corresponding commitment made by the Registrant to any broker-dealer or custodian or any other entity
to invest any specific amount or percentage of client assets in any specific mutual funds, securities or other
investment products because of the above arrangements.
Ironwood’s Chief Compliance Officer, Cean Kenefick-Rogers, remains available to address any questions that
a client or prospective client may have regarding the above arrangement and the conflicts of interest these
arrangements create.
12.b: Sales Aggregation Ironwood is authorized to aggregate purchases and sales and other transactions made for your account with
purchases and sales and other transactions in the same or similar securities or instruments for other clients of
ours. When we aggregate transactions, the actual prices applicable to the aggregated transactions will be
averaged, and the account will be deemed to have purchased or sold its proportionate share of the securities or
instruments involved at the average price obtained. Stock exchange regulations may in certain instances prevent
the executing broker-dealer from delivering to the account a confirmation slip with respect to its participation
in the aggregated transaction and, in such event, we will advise you in writing of any purchase or disposition of
instruments for the account with respect to any such aggregated transaction. We will direct that confirmations
of any transactions effected for the account will be sent, in conformity with applicable law, to you.
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13a: Periodic Reviews Accounts are reviewed by Cean Rogers or qualified staff members. All reviews are either conducted or
supervised by Cean Rogers. The frequency of reviews is determined based on your investment objectives, but
no less than annually.
Financial planning clients receive their financial plans and recommendations at the time the service is
completed. Depending on the type of financial planning service requested, we may meet on a regular basis with
you to discuss any potential changes to your financial plan.
13b: Review Triggers More frequent reviews are triggered by a change in your investment objectives; tax considerations; large deposits
or withdrawals; large sales or purchases; loss of confidence in corporate management; or, changes in economic
climate.
13c: Regular Reports Investment advisory clients receive standard account statements from the custodian of their accounts on a
monthly basis. We encourage you to compare reports for accuracy. Financial planning clients do not normally
receive investment reports.
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14a: Economic Benefits Provided by Third Parties for Advice Rendered to Clients As referenced in Item 12.A. above, Ironwood receives economic benefits from Schwab, Fidelity, and TD
Ameritrade.
14b: Compensation to for Client Referrals If a client is introduced to the Ironwood by a solicitor, Ironwood may pay that solicitor a referral fee in
accordance with the requirements of Rule 206(4)-3 of the Investment Advisers Act of 1940, and any
corresponding state securities law requirements. Any referral fee is paid solely from the Registrant’s investment
advisory fee, and will not result in any additional charge to the client. If the client is introduced to the Registrant
by an unaffiliated solicitor, the solicitor will provide each prospective client with a copy of the current version
of this Brochure and a separate written disclosure statement disclosing the terms of the arrangement between
the Registrant and the solicitor, including the compensation to be paid by Ironwood to the solicitor.
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Ironwood clients’ accounts are held by a qualified custodian. Under the Investment Advisers Act of 1940, as
amended, Ironwood is deemed to have custody over its clients’ accounts, because of its ability to deduct its
advisory fees from client accounts and potentially other practices. Custodial statements will include fees charged
by Ironwood. To the extent that Ironwood provides clients with periodic account statements or reports, the
client is urged to compare any statement or report provided by Ironwood with the statements received from
the custodian. The account custodian does not verify the accuracy of Ironwood’s advisory fee calculation.
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Ironwood asks our clients to give us discretionary authority to execute transactions without our client’s prior
approval. These transactions may include the purchase and selling of securities, arranging for payments or
generally acting on behalf of our clients in most matters necessary to the handling of the account.
In certain circumstances, we will request non-discretionary authority over our clients’ accounts. Non-
discretionary authority requires us to obtain your prior approval of each specific transaction prior to executing
investment recommendations.
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As a matter of firm policy, Ironwood does not vote proxies on behalf of its clients. Therefore, although
Ironwood may provide investment advisory services relative to client investment assets, clients maintain
exclusive responsibility for: (1) directing the manner in which proxies solicited by issuers of securities
beneficially owned by the client shall be voted, and (2) making all elections relative to any mergers, acquisitions,
tender offers, bankruptcy proceedings or other type events pertaining to the client’s investment assets. Clients
are responsible for instructing each account custodian to forward copies of all proxies and shareholder
communications relating to the client’s investment assets.
Ironwood will not be responsible and each client has the right and responsibility to take any actions with respect
to any legal proceedings, including without limitation, bankruptcies and shareholder litigation, and the right to
initiate or pursue any legal proceedings, including without limitation, shareholder litigation, including with
respect to transactions, securities or other investments held in the client’s account or the issuers thereof.
Ironwood is not obligated to render any advice or take any action on a client’s behalf with respect to securities
or other property held in the client’s account, or the issuers thereof, which become the subject of any legal
proceedings, including without limitation, bankruptcies and shareholder litigation, to which any securities or
other investments held or previously held in the account, or the issuers thereof, become subject.
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18a: Balance Sheet Ironwood does not solicit prepayment of more than $1,200 in fees per client six (6) months in advance and is
not required to submit a balance sheet.
18b: Financial Conditions Ironwood has no financial issues that could impair our ability to carry out our fiduciary duty to our clients.
18c: Bankruptcy Petition Ironwood has not been the subject of a bankruptcy petition within the last ten (10) years.
ANY QUESTIONS: Ironwood's Chief Compliance Officer, Cean Kenefick-Rogers, remains available to
address any questions regarding this Part 2A.
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