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Firm Brochure – Form ADV Part 2A

This brochure provides information about the qualifications and business practices of Greenwood Capital Associates, LLC. If you have any questions about the contents of this brochure, please contact us at (864) 941-4049 or by email at info@greenwoodcapital.com. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority.

Additional information about Greenwood Capital Associates, LLC is also available on the SEC’s website at www.adviserinfo.sec.gov. Greenwood Capital Associates, LLC’s CRD number is: 115015.


Greenwood Office:
425 Main St.
Suite 100
Greenwood, SC 29646
864.941.4049

Website:
greenwoodcapital.com

Mailing Address:
Post Office Box 3181
Greenwood, SC 29648



Telephone:
877.369.5390

Greenville Office:
201 W. McBee Ave.
Suite 300
Greenville, SC 29601
864.335.2425

Email:
info@greenwoodcapital.com


Registration does not imply a certain level of skill or training.

Version Date: 2020.3.27

Item 2: Material Changes

The following material changes have been made to the brochure since our last annual filing, March 27, 2019, and are incorporated into this filing effective March 27, 2020:

Item 4: Advisory Business

  • Portfolio Manager to Wrap Fee Programs: removed as Greenwood Capital is not currently a portfolio manager to a wrap fee program as of January 1, 2020.
  • Unified Management Account Program: removed as Greenwood Capital is not currently a model provider to a UMA platform as of January 1, 2020.

Item 5: Fees and Compensation

  • Details related to the calculation and payment of fees associated with Wrap Fee Programs and Unified Management Account Programs were removed as Greenwood Capital is not currently providing these services.

Item 8: Methods of Analysis, Investment Strategies & Risk of Investment Loss

  • A section outlining general “Summary of Risks” associated with investing in securities was added.  This includes general market risks, management risks, operational, and technological risk.
  • Additional information was added regarding the specific security level risks associated with investing in various types of securities, such as market capitalization risks, and level of market development risks for equities; and, inflationary risk, default risk, and interest rate risk associated with fixed income.

Item 9: Disciplinary Information

  • As Greenwood Capital has NO disciplinary matters, this area was consolidated and indicates there are no disciplinary matters to report, including criminal or civil actions, administrative proceedings, or self-regulatory organization proceedings.

Item 11: Code of Ethics, Participation/Interest in Client Transactions & Personal Trading

  • Employees investing personal money in the same securities and trading securities at or around the same time as securities held in client accounts, was updated to include how Greenwood Capital monitors this activity and addresses potential conflicts of interest.  This is not a new practice or new procedure.  This section was consolidated to provide clarity.

 

Item 3: Table of Contents

Item 4: Advisory Business

Item 5: Fees and Compensation

Item 6: Performance Based Fees and Side-By-Side Management

Item 7: Types of Clients

Item 8: Methods of Analysis, Investment Strategies & Risk of Investment Loss

Item 9: Disciplinary Information

Item 10: Other Financial Industry Activities and Affiliations

Item 11: Code of Ethics, Participation/Interest in Client Transactions & Personal Trading

Item 12: Brokerage Practices

Item 13: Reviews of Accounts

Item 14: Client Referrals and Other Compensation

Item 15: Custody

Item 16: Investment Discretion

Item 17: Voting Client Securities (Proxy Voting) 

Item 18: Financial Information

Brochure Supplement – Form ADV Part 2B

 

Item 4: Advisory Business


A. Description of the Advisory Firm

Greenwood Capital Associates, LLC is a limited liability company organized under the state laws of South Carolina. Greenwood Capital was formed and registered with the Securities and Exchange Commission (SEC) in 2001. At this time, we acquired substantially all of the assets of Greenwood Capital Associates, Inc., an independent registered investment adviser founded in 1983. Greenwood Capital is principally owned by TCB Corporation (“TCB”), which acquired its ownership interest on July 31, 2008. While TCB is the majority owner of Greenwood Capital, it is not its operator; and as an owner with a long-term horizon, TCB is committed to ensuring we continue as an independent adviser.

We manage more than $1 billion in assets providing Investment Advisory and Investment Management services. Our Wealth team of Private Client Advisors provides investment advisory services for individuals, families, foundations, endowments and trusts. Our team of Investment Managers develops and maintains investment strategies for institutional clients, including municipalities, healthcare providers, charitable foundations, and higher education institutions, as well as our Wealth clients.


B. Types of Advisory Services

Services Limited to Specific Types of Investments

Our Private Client Advisors provide investment advice to you regarding your investment assets based on your individual needs. Advisors gather, and document these needs, and other client profile information through various interviews, suitability, and investment profile statements. Depending on the complexity of your financial situation and specific service requests, advisors will document and review the following information:

  • financial situation,
  • risk tolerance,
  • investment horizon,
  • liquidity needs
  • tax considerations,
  • investment objectives,
  • estate considerations; and,
  • any other issues important to the client’s state of affairs.

You should notify us promptly of any changes in your financial situation, investment objectives, or needs.

Based on the nature of our relationship with you and your specific needs, a Private Client Advisor can also provide additional advisory services as described below:

Financial Planning: Comprehensive financial planning is an evaluation of a client’s current and future financial state by using currently known variables to model your future overall financial picture. Financial planning typically includes, but is not limited to, investment planning, life insurance, tax concerns, retirement planning, college planning, and debt/credit planning. We typically provide these services to clients with aggregate assets under management greater than $1 million.

In order to make informed recommendations, we gather required and detailed information through in-depth personal interviews and review personal and financial documents. After careful review and analysis by our Certified Financial Planners®, we make recommendations tailored towards your personal goals and objectives.

Should you choose to implement any of our recommendations, we suggest you work closely with your attorney, accountant, insurance agent, and/or any other professional adviser. In the event you do not have established relationships with necessary professional(s) to implement recommendations, we are able to suggest appropriate professionals to assist you. Our recommendations for industry professionals could include working with experts from various financial service entities or divisions owned by TCB Corporation, including Countybank, Countybank Trust Services, Countybank Mortgage, Countybanc Insurance Services, Inc., and/or Countybanc Investment Services, Inc. All clients should be aware that the ownership relationship between TCB, its family of financial services, and Greenwood Capital, presents a conflict of interest. We place our clients’ interests at the forefront in any recommendations made for affiliated services and clients are never required to purchase any of these recommended services.

Retirement Advice: We may provide you advice regarding rollovers and distributions from retirement accounts. In providing estimates for required minimum distributions (RMD), however, Greenwood Capital, nor its Advisors, provide tax advice, nor assume responsibility for the calculation. It is recommended that you review any RMD calculations with tax accountants, tax attorneys or other professional service providers.

Retirement Plan Consulting: Greenwood Capital may provide both fiduciary and non-fiduciary services as a consultant to plan sponsors, named fiduciaries, plan trustees, and plan committees relative to employee benefit plans, including, but not limited to, 401(k) plans, 403(b) plans, defined benefit plans, profit-sharing plans, money purchase pension plans and similar plans offered by sponsoring entities to their employees. In providing services to a plan and/or its participants, our status is that of an investment adviser registered under the Investment Advisers Act of 1940 and is not subject to any disqualifications under Section 411 of ERISA. In performing fiduciary services, Greenwood Capital will act either as a (1) non-discretionary fiduciary of the plan as defined in Section 3(21) under ERISA, (2) as a discretionary fiduciary of the plan as defined in Section 3(38) under ERISA, or (3) as a fiduciary under the Advisers Act providing consulting services. As part of these services, we will typically act as (3) a consultant, and advise the plan fiduciaries on matters related to the plan. These consulting services, some of which are listed below, are provided separately or in combination, and could involve the coordination of multiple vendors and/or third-party advisors to the plan, depending on the needs of the sponsor. The specific details of any engagement to provide consulting services are agreed upon in writing prior to commencement of the engagement and are subject to the terms of the written agreement.

Greenwood Capital consults on a variety of plan matters, including, but not limited to:

  • Plan governance issues, policies and procedures, board resolutions, committee charters, and the development or review of an Investment Policy Statement;
  • Fiduciary Oversight & Committee Education;
  • Employee education by providing general information on the funds available under the plan and other general investment information aimed at helping participants make better choices for themselves from among the alternatives available under the plan;
  • Investment options: searches, recommendations, monitoring and review; and,
  • Individualized Investment Advice to Plan Participants.

Institutional Investment Management

Our Investment Managers provide discretionary investment management services to institutional investors as described:

Investment Management: Separately Managed Accounts (SMA) are utilized to meet specific investment mandates from institutional clients utilizing our proprietary strategies. Either a single investment strategy or a diversified asset allocation portfolio will be developed, depending on client investment direction and objectives.

Sub-Advisory Services: A sub-advisory relationship occurs when we contract with another Registered Investment Adviser, Broker-Dealer, or Custodian to provide discretionary investment advisory services to their advisory clients. As the sub-adviser, we manage these accounts in accordance with the investment direction provided by the client’s investment adviser.

Dual Contract: We act as a portfolio manager for dual contract programs in which the advisory client has hired both their financial adviser and us to manage their investment assets. These clients sign our Managed Account Program Agreement. Under this Agreement, we typically meet with the client’s financial adviser and not the advisory client. As the investment manager, we manage these accounts in accordance with the investment direction provided by the client’s investment adviser of record.

Consulting Services: We provide investment advice to other Financial Advisers and/or their clients, employee benefit plans, foundations, endowments, corporate funds, and insurance companies on a contractual basis. If we provide consulting services only, this is on a non-managed, non-discretionary basis where we do not manage the individual assets, but instead provide advice in regards to economic, market and investment outlook and investment strategy. We do not manage, and therefore will not execute brokerage (trades) for consulting relationships.

Selection of Other Advisers: In order to further diversify a client’s investment portfolio in accordance with a client’s investment policy statement, we might recommend a client utilize additional money manager(s) via a sub-advisory relationship.

Institutional Investment Management

Greenwood Capital generally limits its Investment Advisory services and institutional Investment Management to equities, fixed income, debt securities, ETFs, real estate, mutual funds, hedge funds, REITs (real estate investment trusts), private placements, and government securities. We might use other securities as well to help diversify a portfolio when applicable.


C. Client Tailored Services and Client Imposed Restrictions

Greenwood Capital structures investment portfolio(s) based upon client Investment Advisory and Investment Management needs, utilizing SMAs to customize investment portfolios for each client. Clients can request restrictions in investing in certain securities or types of securities in accordance with their values or beliefs. However, if the restrictions prevent us from properly servicing the client account, or if the restrictions would require us to deviate from our standard suite of services, Greenwood Capital reserves the right to end the relationship.


D. Wrap Fee Programs

Greenwood Capital does not currently participate in any wrap fee program relationships.


E. Amounts Under Management

Greenwood Capital Associates, LLC has the following assets under management:

Discretionary AmountsNon-Discretionary AmountsDate Calculated:
$1.350 Billion$0December 31,2019

 

 

Item 5: Fees and Compensation


A. Fee Schedule

Greenwood Capital offers services on a fee-only basis. Depending on the custodian you select, you could incur separate and additional fees for investment advisory/management, trading execution, and custodial services; or a bundled fee for trading execution and custodial services.

Investment Advisory and Institutional Investment Management Fees: Investment Advisory and Investment Management fees are negotiable depending upon the needs of the client and complexity of the situation; the final fee schedule is included in the Investment Advisory Agreement. Greenwood Capital fees are typically paid quarterly in arrears, and clients can terminate their contracts by providing written notice as outlined in the Investment Advisory Agreement. Fees are negotiable based on the nature of the relationship; agreed upon fees are detailed in the Investment Advisory Agreement. The fee is calculated based on the total market value of the account, including cash, based on the terms in the Investment Advisory Agreement.

 

Investment Advisory Feeds

Total Assets Under ManagementAnnual Advisory Fee
First $2,000,0001.00%
Next $1,000,000.80%
Balance above $3,000,000.60%

Institutional Investment Management

Type of AccountAnnual Management Fee
100% Equity
Large Cap.50%
Mid Cap.75%
Small Cap1.00%
All Cap1.00%
100% Fixed Income/Balanced.50%
ETF Diversified Asset Allocation
First $2,000,0001.00%
Next $1,000,000.80%
Balance above $3,000,000.60%

 

Financial Planning Fees: Private Client Advisors offer financial planning services on a case-by-case basis as outlined in a Financial Planning Engagement Letter. There is currently no charge for this service; however, we reserve the right to charge clients if services requested are beyond the scope of our typical services. We also reserve the right to charge for financial planning services when requested by other Financial Advisers, Broker-Dealers, and/or Custodians through Sub-Advisory and Dual Contract Agreements. Greenwood Capital will fully disclose these fees and include a detailed breakdown of such fees, which the client must acknowledge in writing before proceeding.

Retirement Advice: Greenwood Capital does not charge separately for assisting clients in the calculation of their RMD or advice regarding retirement plan rollover or distributions.

Retirement Plan Consulting: Depending on the type of retirement plan, and the services provided to a retirement plan consulting client, the fees for those services, will be outlined either in an Investment Advisory Agreement with Greenwood Capital, and/or the client’s agreement with a third-party plan administrator. Regardless of the type of contract or services provided, Greenwood Capital is paid a fee based on a percentage of assets, quarterly in arrears, as calculated in accordance with the agreement(s).

Sub-Advisory and Dual Contract Fees: Fees are negotiable depending upon the needs of the client and complexity of the situation; the final fee schedule is included in the written authorization (sub-advisory), or agreement (dual contract). Greenwood Capital fees are paid quarterly in arrears, and clients can terminate their contracts by providing written notice as outlined in the Investment Advisory Agreement. The fee is calculated based on the total market value of the account, including cash, based on the terms in the Investment Advisory Agreement.

Consulting Service Fees: Fees are calculated either as a percentage of assets as described in the section above (“Investment Advisory and Institutional Asset Management Fees”) or some other agreed upon fee as documented in the Consulting Agreement.

Selection of Other Advisers Fees: If Greenwood Capital recommends a client utilize additional money manager(s) via a sub-advisory relationship, the client will pay separate fees to the sub-adviser. Before recommending/selecting sub-advisers for a client, we will ensure those other adviser(s) are a registered investment adviser.

 


B. Payment of Fees

Payment of Investment Advisory and Institutional Investment Management Fees: The specific manner in which fees are charged by us is outlined and agreed upon in the Investment Advisory Agreement. We calculate fees in arrears on a quarterly or monthly basis. Clients typically authorize us to instruct custodians to debit their account(s) for the calculated fee. Clients can also elect to be invoiced directly for fees.

Payment of Financial Planning Fees: If a fee were charged, payment terms would be agreed upon in a Financial Planning Engagement Letter prior to executing a financial plan.

Payment for Retirement Advice: There are no fees for providing retirement advice as described in Item 4: Advisory Business.

Payment for Retirement Consulting: The specific manner in which fees are charged by us is outlined and agreed upon in the written agreement.

Payment of Sub-Advisory and Dual Contract Fees: The specific manner in which fees are charged by us is outlined and agreed upon in the written agreement. We calculate fees in arrears on a quarterly or monthly basis. Clients typically authorize us to instruct custodians to debit their account(s) for the calculated fee. Clients can also elect to be invoiced directly for fees. Or, in some cases, the primary financial advisor deducts the full fee for services, including our fee, and pays us directly.

Payment of Consulting Services: Payment terms are agreed upon in a Consulting Agreement prior to initiating services. Depending on the nature of the client’s investment management relationship, Greenwood Capital consulting clients typically pay fees and expenses related to the investment of their assets for custodians, mutual funds, brokerage and other transaction costs to those providers. However, Greenwood Capital receives no direct or indirect compensation associated with such transaction/account fees and expenses.

Payment of Other Adviser’s Fees: Client authorizes Greenwood Capital to invoice the custodian directly, when appropriate, for Other Adviser’s fees when due, and client authorizes Greenwood Capital to instruct custodian/broker-dealer to debit the account for said fee, unless otherwise negotiated.

Other Information Regarding the Payment of Fees: Fees are calculated based on the total market value of the account, including cash, based on the terms in a written agreement. Greenwood Capital does not manage or assess a fee on client assets designated as “unsupervised.” Greenwood Capital assumes no responsibility for the market performance of unsupervised assets, which are shown on client statements for reference only. From time-to-time clients will request that we effect a trade in an unsupervised account. If this is done, it is as a courtesy and Greenwood Capital charges no fees for this courtesy; the client will incur any transaction fees from the custodian and/or broker-dealer. The trades are recorded as non-discretionary.

Due to the timing of billing, accounts opened or closed during a billing period will be charged a prorated fee. Upon termination of any account, any unpaid fees will be due and payable. Depending on timing during the quarter, pro-rated fees could be billed separately instead of debited from a client’s account.

 


C. Clients are Responsible For Third Party Fees

Clients are responsible for the payment of all third-party fees (i.e. custodian fees, brokerage fees, transaction fees, sub-adviser fees, etc.). These fees are separate and distinct from the fees and expenses charged by Greenwood Capital. All fees paid to Greenwood Capital are separate and distinct from the fees and expenses charged by mutual funds and ETFs to their shareholders. These fees and expenses are described in each fund’s prospectus. These fees will typically include a management fee, other fund expenses, and a possible distribution fee. If the fund also imposes a sales charge, a client could pay an initial or deferred sales charge. A client could invest in mutual funds or ETFs directly, without the services of Greenwood Capital. In that case, the client would not receive the services provided by us which are designed, among other things, to assist the client in determining which ETF(s) and/or mutual fund(s) are most appropriate to each client’s financial situation and objectives. Accordingly, the client should review both the fees charged by a fund and the fee charged by us to fully understand the total amount of fees to be paid by the client and to evaluate the advisory services being provided.

 


D. Prepayment of Fees

Greenwood Capital collects its fees in arrears. It does not collect fees in advance.

 


E. Outside Compensation for the Sale of Securities to Clients

Greenwood Capital, and its supervised persons, do not accept any compensation for the sale of securities or other investment products, including asset-based sales charges or service fees from the sale of mutual funds.

 

 

Item 6: Performance Based Fees and Side-By-Side Management

Greenwood Capital does not manage performance-based fee accounts (fees based on a share of capital gains on or capital appreciation of the assets of a client) and does not have any side-by-side management agreement in place.

 

Item 7: Types of Clients

We generally provide investment advisory services and asset management to the following types of clients:

  • Individuals
  • High-Net-Worth Individuals
  • Banks and Thrift Institutions
  • Pension and Profit Sharing Plans
  • Charitable Organizations
  • Corporations or Other Business Entities
  • State or Municipal Government Entities
  • Other Investment Advisers

Our account minimum of $250,000 can be waived, based on the needs of the client and the complexity of the situation.

 

Item 8: Methods of Analysis, Investment Strategies & Risk of Investment Loss


A. Methods of Analysis and Investment Strategies

Methods of Analysis

Our methods of analysis include charting, fundamental, technical, and cyclical analyses. Investment and Asset Allocation analysis and selection, utilizing these methods, are performed by our Investment Committee.

Charting analysis involves the use of patterns in performance charts. We use this technique to search for patterns used to help predict favorable conditions for buying and/or selling a security. Fundamental analysis involves the analysis of financial statements, the general financial health of a company, and/or the analysis of management or competitive advantages. Technical analysis involves the analysis of past market data; primarily price and volume. Cyclical analysis involves the analysis of business cycles to find favorable conditions for buying and/or selling a security.

Investment Strategies

Our Investment Committee typically meets weekly to determine which sectors and/or companies to overweight or underweight in our Investment Strategies by evaluating current economic, interest rate, and earnings data; current and potential shifts in monetary and fiscal policy; the strength of the dollar; as well as a broad spectrum of international economic information to identify where the economy is within the current economic cycle.

Similarly, with regard to the Firm’s selection of fixed income securities, the Investment Committee incorporates a top-down methodology to determine how fixed income portfolios should be positioned relative to maturity/duration, credit quality, and industry exposure. Our objective is to preserve capital and maximize total return using investment grade corporate bonds, U.S. government and agency bonds and, where appropriate, tax-free municipal bonds.

We can use long-term trading, short-term trading and/or options writing (including covered options).

Investing in securities involves a risk of loss that you, as a client, should be prepared to bear.


B. Material Risks Involved


Methods of Analysis

Charting analysis involves using and comparing various charts to predict long- and short-term performance or market trends. The risk involved in solely using this method is that only past performance data is considered. Using charting analysis without other methods of analysis would be assuming that past performance would be indicative of future performance.

Fundamental analysis concentrates on factors that determine a company’s value and expected future earnings. This strategy would normally encourage equity purchases in stocks that are undervalued or priced below their perceived value. The risk assumed is that the market will fail to reach expectations of perceived value.

Technical analysis attempts to predict a future stock price or direction based on market trends. The assumption is that the market follows discernible patterns and if these patterns can be identified then a prediction can be made. The risk is that markets do not always follow patterns, and relying solely on this method may not work long-term.

Cyclical analysis assumes that the markets react in cyclical patterns, which, once identified, can be leveraged to provide performance. The risks with this strategy are two-fold: 1) the markets do not always repeat cyclical patterns, and 2) if too many investors begin to implement this strategy, it changes the very cycles identified.

Investment Strategies

Long-term trading is designed to capture market rates of both return and risk. Frequent trading, when done, can affect investment performance, particularly through increased brokerage, other transaction costs, and taxes. Short-term trading, and options writing generally hold greater risk, and clients should be aware that there is a material risk of loss using any of those strategies.

Investing in securities involves a risk of loss that you, as a client, should be prepared to bear.


C. Risks of Specific Securities Utilized


Summary of Risks

Investing in securities involves risk of loss that clients should be prepared to bear. All investments carry a certain amount of risk and Greenwood Capital cannot guarantee that it will achieve specific investment objectives. An investment is not a deposit or obligation of any bank, is not endorsed or guaranteed by any bank, and is not insured by the Federal Deposit Insurance Corporation (FDIC) or any other government agency. You may lose money.

With any investment there is systematic market risk that the value of an investment may decline in price because of a broad stock market decline. Markets generally move in cycles, with periods of rising prices followed by periods of falling prices. The value of the investment will tend to increase or decrease in response to these movements. Further, there is management risk that a strategy may fail to produce the intended result.

The specific risk associated with a particular strategy depends on the securities used and the extent to which the strategy employs certain portfolio management techniques. Not all of risks apply to each strategy. Core factors utilized by a specific investment strategy may fall out of favor and underperform versus the overall stock market and/or the benchmark index.

There are also inherent operational and technological risk in managing portfolios, such as the risk of cyber-attacks, disruptions or failures that affect service providers, counterparties, market participants, or issuers of securities may adversely affect the investment. Greenwood Capital has an information security program intended to identify these risks, and various policies and procedures to address and respond to these risks as identified and exposed.

Security Level Risks

Equity: A security that generally refers to buying shares of stocks in return for receiving a future payment of dividends and capital gains if the value of the stock increases. An equity security could lose value due to company specific factors such as management decisions, adverse events, etc. Risk levels tend to be higher in equity securities the smaller the capitalization scale of the company as smaller companies can be more vulnerable to market and industry changes than investments in larger companies. Lastly, risk levels in equity securities also vary by market type as the risks associated with foreign investments are more pronounced in connection with international and/or emerging markets than domestic markets.

Fixed Income: A security that is designed to pay fixed periodic payments in the future that, depending on duration, will involve economic risks such as inflationary risk, interest rate risk, and default risk. Inflationary risk occurs when the yield on the fixed income investment does not keep pace with the cost of inflation. Interest rate risk is when the value of the investment declines due to an increase in interest rates. Default risk is the risk of the issuer not being able to abide by the terms of the fixed income agreement.

Exchange Traded Funds (ETF) and Mutual Funds: Investing in ETFs/mutual funds carries the risk of capital loss. All ETFs/mutual funds have costs that lower investment returns. They can be of a “fixed income” nature (lower risk) or stock “equity” nature. There is an inherent risk involved when purchasing an ETF or fund that it may decrease in value and the investment will incur a loss.

Real Estate Investment Trust (REIT): REITs have specific risks including valuation due to cash flows, dividends paid in stock rather than cash, and the payment of debt resulting in dilution of shares.

Real Estate Funds: These funds face several kinds of risk that are inherent in this sector of the market. Liquidity risk, market risk and interest rate risk are just some of the factors that can influence the gain or loss that is passed on to the investor. Liquidity and market risk tend to have a greater effect on funds that are more growth-oriented, as the sale of appreciated properties depends upon market demand. Conversely, interest rate risk impacts the amount of dividend income that is paid by income-oriented funds.

Hedge Funds: These are not suitable for all investors and involve a high degree of risk due to several factors that typically contribute to above average gains or significant losses. Such factors include leveraging or other speculative investment practices, commodity trading, complex tax structures, a lack of transparency in the underlying investments, and generally the absence of a secondary market.

Long-term Trading: Designed to capture market rates of both return and risk. Due to its nature, the long-term investment strategy can expose clients to various other types of risk that will typically surface at various intervals during the time the client owns the investments. These risks include but are not limited to inflation (purchasing power) risk, interest rate risk, economic risk, market risk, and political/regulatory risk.

Short-term Trading: Risks include liquidity, economic stability and inflation.

Options Writing: Involves a contract to purchase/sell a security at a given price, not necessarily at market value, depending on the market. Options writing can lose value over time because there is an expiration date; whereas, stocks do not have an expiration date. Options owners also do not receive the benefits of owning stocks unless a call option is exercised; and conversely, an owner of a put option that also owns the underlying stock, would have related risks.

Past performance is not a guarantee of future returns. Investing in securities involves a risk of loss that you, as a client, should be prepared to bear.

Item 9: Disciplinary Information

There are no disciplinary matters to report, including criminal or civil actions, administrative proceedings, or self-regulatory organization proceedings.

Item 10: Other Financial Industry Activities and Affiliations


A. Registration as a Broker/Dealer or Broker/Dealer Representative

Neither Greenwood Capital, nor its representatives, are registered as, or have pending applications to become, a broker/dealer or representatives of a broker/dealer.


B. Futures Commission Merchant, Commodity Pool Operator, or a Commodity Trading Adviser Registration

Neither Greenwood Capital, nor its representatives, are registered as, or have pending applications to become, a Futures Commission Merchant, Commodity Pool Operator, or a Commodity Trading Adviser.


C. Registration Relationships Material to this Advisory Business and Possible Conflicts of Interests

TCB Corporation currently owns 83.5% of Greenwood Capital Associates, LLC. TCB is also the holding company for its wholly-owned subsidiary, Countybank, which includes Countybank Trust Services, and Countybank Mortgage. At the client’s direction Countybank Trust Services provides trustee and/or custodial services for our clients.

Clients of Greenwood Capital could also be clients of Countybank or its affiliates Countybanc Insurance Services, Inc., and Countybanc Investment Services, Inc. Our clients are not obligated to purchase any products, including insurance and investments, through any company within the TCB family of companies.

Greenwood Capital provides sub-advisory services to Countybank Trust Services, an affiliated qualified custodian. Countybank Trust Services is under no obligation to utilize Greenwood Capital to provide investment management services to its clients.

Various firm investment adviser representatives are licensed insurance agents. From time to time, they will offer clients insurance advice or products. Clients should be aware that if they act upon a recommendation to purchase life insurance, Greenwood Capital and the investment adviser representative (that is also a licensed insurance agent), will share in the revenue received by Countybanc Insurance Services, Inc. for the written life insurance policy. Greenwood Capital acts in the best interest of the client; including the recommendation of life insurance products and the sale of commissionable products to advisory clients. Clients are in no way required to implement a life insurance recommendation through any representative of Greenwood Capital in their capacity as an insurance agent, or Countybanc Insurance Services, Inc. as an affiliate of Greenwood Capital.


D. Selection of Other Advisors or Managers and How This Advisor is Compensated for Those Selections

To further diversify a client’s investment portfolio, we could recommend clients utilize additional money managers via a sub-advisory relationship. We do not receive any direct or indirect compensation from other advisers.

Item 11: Code of Ethics, Participation/Interest in Client Transactions & Personal Trading


A. Code of Ethics

Greenwood Capital utilizes a written Code of Ethics that covers the following areas: Compliance with Laws and Regulations, Standards of Business Conduct, Prohibited Purchases and Sales, Personal Securities Transactions, Reporting Code of Ethics Violations, Disclosure, and Recordkeeping. Our Code of Ethics is available upon request to any client or prospective client.


B. Recommendations Involving Material Financial Interests

We do not recommend that clients buy or sell any security in which Greenwood Capital or a related person has a material financial interest.


C. Investing Personal Money in the Same Securities as Clients; and
D. Trading Securities At/Around the Same Time as Clients’ Securities

From time-to-time, the employees of Greenwood Capital will buy or sell securities for themselves that are also recommended to clients. This provides an opportunity for employees to buy or sell the same securities before or after recommending the same securities to clients. This could result in an employee benefiting from the market activity generated by recommended client trades in a security also held by an employee. In an effort to mitigate this conflict, Greenwood Capital employees, when aware, are instructed to transact client business before their own when similar securities are being bought or sold. Additionally, Greenwood Capital monitors all employee personal trading activity and evaluates the timing of employee trades in comparison to client trades. If the employee is in a position to have known of a client trade in the same security (C.) and at the same time (D.) as their own trade, the employee relinquishes any profits that resulted.

Item 12: Brokerage Practices


A. Factors Used to Select Custodians and/or Broker-Dealers

Greenwood Capital does not maintain custody of your assets on which we advise, although we are deemed to have constructive custody of your assets if you provide authority to instruct your selected custodian to debit your account to pay our fee (see Item 15—Custody). Your assets must be maintained in an account at a qualified custodian of your choosing if we receive data flow from your selected custodian. We do not open your account for you, although we can assist you in doing so. Unless you instruct us otherwise, we are able to utilize additional brokers besides your custodian to execute trades for your account as described in this section.

In the course of providing our investment services, Greenwood Capital will execute trades for clients through various broker-dealers. When selecting broker-dealers to place your trades, we consider the amount and nature of research, existing relationships, price, execution quality, and reputation; and, other services provided by the brokers, and the extent to which we rely on them (described below).

Our selection of a broker-dealer to execute transactions for client accounts is not determined by the lowest possible transaction cost. The determining factor is whether the broker-dealer can provide, in our view, the best execution for client accounts.

Research and Other Soft-Dollar Benefits

Section 28(e) of the Securities Exchange Act of 1934 permits the Firm, under certain circumstances, to pay a broker-dealer a commission for effecting a transaction (equity and fixed income trades) in excess of the amount of commission another broker-dealer charged for effecting the same transaction. This additional commission is paid in recognition of the value of brokerage and research services provided by the broker-dealer. This practice is referred to as a “soft dollar” arrangement.

When we use client brokerage commissions (or markups or markdowns) to obtain research or other products or services, we receive a benefit because we do not have to produce or pay for the research, products or services ourselves. Since the amount of compensation, or the products or services received, vary depending on the broker-dealer recommended for client use, we have a conflict of interest in making that recommendation.

The recommendation of a specific broker-dealer is based in part on the economic benefit to us and not solely on the nature, cost or quality of custody, and brokerage services provided to you, and our other clients. Therefore, commissions and other fees for transactions executed through the broker-dealer could be higher than commissions, and other fees, available if you use another broker-dealer to execute transactions. Unless a client specifically directs otherwise through indication of a specific broker-dealer where we do not have a soft dollar arrangement, client accounts are available to participate in soft dollar arrangements. Research furnished by broker-dealers is used in servicing some or all clients. We also use this research for accounts that did not pay commissions to the broker-dealer providing the research.

Research products and services we receive are in addition to, and not instead of, the services performed under our advisory agreements. Any advisory or other fees paid are not reduced as a result of the receipt of soft dollar services. Research and brokerage services typically include:

  • Furnishing advice as to the value of securities, the advisability of investing in, purchasing or selling securities, and the availability of securities or purchasers or sellers of securities;
  • Effecting securities transactions and performing functions incidental thereto (such as clearance, allocation, settlement, and custody); and,
  • Furnishing analyses and reports concerning issuers, industries, securities, economic factors and trends, portfolio strategy, and the performance of accounts.

Soft dollar products and services are received in written form, through access to applications/technology, and directly from an individual (such as an analyst). Information as to particular companies and securities, as well as market, economic, or institutional areas and information, that assists in the valuation and pricing of investments may also be included.

Brokerage Step-Outs

Greenwood Capital utilizes “step-out trades” when we determine that it facilitates better execution for certain client trades. Step-out trades are transactions which are placed at one broker-dealer and then “given up” or “stepped out” by that broker-dealer to another broker-dealer for credit. Step-out trades benefit the client by finding a natural buyer or seller of a particular security so that we can trade a larger block of shares more efficiently or by allowing us access to greater liquidity for a particular security. Unless directed otherwise by the client, we can use step-out trades for any account. We also utilize step-out trades to accommodate a client’s directed brokerage mandate. In the case of directed brokerage accounts, trades are often executed through a particular broker-dealer and then “stepped-out” to the directed brokerage firm for credit. In circumstances where we have followed the client’s instructions to direct brokerage, there can be no assurance that we will be able to step-out the trades. If we are able to step-out the trades, there also can be no assurance we will be able to obtain overall best execution than if we had not stepped-out the trades. If we believe it is in the best interest of our client, we will step-out trades to participate in soft dollar benefits, including potential conflicts of interest, as described above.

Brokerage Dual Contract Programs

 Clients that participate in a dual contract program, or where Greenwood Capital is a sub-adviser to the client, should understand that the primary investment adviser can direct us to use a designated broker-dealer for securities transactions. In such circumstances, we will not be able to negotiate fees and commissions, and we are not be able to obtain overall best execution from these directed broker-dealers. In order to access all available liquidity, we will utilize step-out trades as permitted by the financial adviser in a dual contract. In the event that we execute a step-out trade for one of these clients to obtain best execution, the client will bear the transaction costs for those stepped out trades. Although these clients have already paid a fee that includes commissions on transactions executed through the designated broker, any transactions executed away from the designated broker on a step-out basis can result in the client paying a commission, concession, or a dealer mark-up or mark-down, or other fees associated with the execution and/or settlement of that transaction.

Brokerage for Client Referrals

Greenwood Capital does not direct client transactions in exchange for referrals. However, clients who are referred to us by particular broker-dealers typically direct us to execute transactions through them. This creates a conflict of interest between client interest in obtaining best execution and our interest in receiving future client referrals from that broker-dealer when utilizing a broker-dealer other than the referring broker-dealer is an option.

Clients Direction Which Broker-Dealer/Custodian to Use

We allow all clients to direct brokerage and custodial services through the use of either our Investment Advisory Agreement or Managed Account Program Agreement. We may be unable to achieve the most favorable execution of client transactions if clients choose to direct brokerage. This could result in higher trading expenses, as without the ability to direct brokerage, we are not be able to aggregate orders to reduce transactions costs resulting in higher brokerage commissions and less favorable prices. If the Financial Adviser in the Managed Account Agreement permits brokerage step-outs, if we believe it is in the best interest of the client, we will step-out transactions for both fixed, and/or equity trades (see description above).

Trade Allocation

It is Greenwood Capital’s procedure to place trade orders for non-broker directed clients first, before placing any orders for the same security for directed brokerage clients. Platform Models will be updated in conjunction with our non-broker directed clients. Due to this order placement, directed brokerage clients could be systematically disadvantaged. When multiple Traders are executing a model strategy trade, order placement could occur simultaneously. Not all investment advisers allow their clients to direct brokerage. We evaluate our order placement quarterly to determine if our methodology advantages/disadvantages specific client types.


B. Aggregating (Block) Trading for Multiple Client Accounts

We utilize block trading, which is the purchase or sale of a security for the accounts of multiple clients in a single transaction. If a block trade is executed, each participating client receives a price that represents the average of the prices at which all of the transactions in a given block were executed. Executing a block trade allows transaction costs to be shared equally and on a pro-rata basis among all of the participating clients. Block trading typically enables us to incur lower transaction costs or achieve better execution for clients. If the order is not completely filled, the security purchased or sold is distributed among participating clients on a pro-rata basis, or in some other equitable manner.

Block trades are placed when it is reasonably believed that the combination of the transactions provides better prices for clients than placing individual transactions. Transactions for our employees are included in block trades. They receive the same average price and pay the same commissions, and other transaction costs as clients. In the case of a partial fill, employee accounts receive a pro-rata distribution of the securities based on their pro-rata portion of the pre-trade order. We are not obligated to include any client account in a block trade. Block trades will not be effected for any client account if doing so is prohibited, or otherwise inconsistent, with that client’s Investment Advisory Agreement. No client, including employee accounts, will be intentionally favored over any other client.

Item 13: Reviews of Accounts


A. Frequency & Nature of Periodic Reviews

Client accounts are reviewed at least annually for any changes in suitability factors. In addition, accounts are reviewed quarterly for adherence to client investment and asset allocation strategy. Accounts are also reviewed upon triggering events such as: receipt of new money, change in financial condition, a significant change in the market environment, or request to liquidate and distribute a significant portion of the portfolio. The Advisers assigned to the account, or Investment Committee, are responsible for such reviews.

All financial planning accounts are reviewed upon financial plan creation and plan delivery by the presenting adviser. There is only one level of review and that is the total review conducted to create the financial plan.


B. Factors That Will Trigger a Non-Periodic Review of Client Accounts

Reviews are typically triggered by material market, economic or political events, or by changes in a client’s financial situations (such as retirement, termination of employment, physical move, or inheritance).


C. Content & Frequency of Regular Reports Provided to Clients

At least quarterly, each client receives from their selected qualified custodian, a written statement that details the client’s account including assets held and asset value.

Item 14: Client Referrals and Other Compensation


A. Economic Benefits Provided by Third Parties for Advice Rendered to Clients

Greenwood Capital does not receive any economic benefit, directly or indirectly from any third party for advice rendered to our clients. As a result of our various business partnerships, we receive full or partial economic benefit through additional products and services made available to us by those business partnerships, which benefit us but may not directly benefit you or your account. These products and services assist us in managing and administering our clients’ accounts as well as managing our business. They include investment research, educational conferences and events, consulting on technology, compliance, legal and business needs, publications and conferences on practice management, and marketing consulting. We can choose to use none, some or all of these available services.


B. Compensation to Non – Advisory Personnel for Client Referrals

Participating Greenwood Capital employees that are not advisory personnel will receive a portion of the first full year’s investment advisory fee for any client obtained by Greenwood Capital through the employee’s referral. As part of the TCB family of financial services, Greenwood Capital participates in an internal referral program. Employees within TCB Corporation that are not employees of Greenwood Capital will indirectly receive a referral reward for any client obtained by us through the individual’s referral. Greenwood Capital has entered into a solicitation/marketing agreement directly with eligible employees of Countybank, Countybank Mortgage Services (a division of Countybank), and Countybanc Insurance Services, Inc. (a subsidiary of Countybank) for solicitation of SMA accounts. Compensation for these services is detailed in the Solicitation Agreement between us and each individual participating employee.

Greenwood Capital has also entered into a solicitation agreement with Retirement Strategies & Solutions, LLC (“RS&S”) for the solicitation of accounts. Compensation for these services is detailed in the agreement between us and RS&S.

Each client obtained through solicitation efforts will receive a solicitation disclosure document with details of the solicitation agreement and the calculation methodology of the compensation that the solicitor will receive. All solicitation/referral fees paid to individuals are included in the investment advisory fees paid by the client and NO additional charges are added to cover these solicitation/referral fees.

Item 15: Custody 

Client assets are maintained with qualified custodians. You should receive statements at least quarterly from your qualified custodian. We urge you to carefully review your custodial statements and compare the official custodial records to the portfolio statements we provide you when indicated by your Investment Advisory Agreement. Based on your relationship with us, you may not receive portfolio statements. Our statements will vary from custodial statements based on accounting procedures, reporting dates, or valuation methodologies of certain securities.

Greenwood Capital does not act as a qualified custodian for client assets. However, with written authority, we will invoice your selected custodian directly for payment of our investment advisory fee when due and client has instructed their custodian to debit their account for said fee, unless otherwise negotiated. If you chose to allow this direct fee deduction by your custodian, Greenwood Capital has constructive custody over that account and must have written authorization from you to do so.

At a client’s request, Greenwood Capital will evaluate, and potentially implement the ability for Greenwood Capital to process disbursement requests in accordance with the client’s instructions, as outlined in a Standing Letter of Authorization (SLOA) on file with the client’s qualified custodian.

Item 16: Investment Discretion

For those client accounts where Greenwood Capital provides ongoing supervision, the client has given us written discretionary authority over their accounts with respect to securities to be bought or sold and the amount of securities to be bought or sold. Details of this relationship are fully disclosed to the client before any advisory relationship has commenced. The client provides Greenwood Capital discretionary authority via the Investment Advisory Agreement and in the limited power of attorney provision contained in the new account paperwork and contract between the client and the custodian.

Item 17: Voting Client Securities (Proxy Voting)

As authorized by the client, Greenwood Capital has authority, pursuant to our Investment Advisory Agreement with clients, to vote proxies for all securities maintained in a client’s portfolio. Greenwood Capital has adopted and implemented policies and procedures that we believe are reasonably designed to ensure that proxies are voted in the client’s best interest.

We generally vote with management on routine matters related to the operation of the company that are not expected to have significant economic impact on the company or shareholders. In instances where material conflicts of interest exist, we will resolve any such conflict by voting any such proxies in the best interest of the clients. In doing so, we will follow the guidelines and factors set forth in our proxy voting procedures. We will work with each custodian to ensure receipt of proxies. However, if the custodian is not able to facilitate this procedure, clients will be notified that we will not be voting the proxies. Clients can request a record of how proxies were voted on behalf of their accounts. Also, clients can request a complete copy of our Proxy Voting Policy & Procedures upon request.

For those assets managed by a sub-adviser, we will permit the sub-adviser to vote proxies for the holdings which the sub-adviser is managing if the sub-adviser’s proxy voting policy and practices are in keeping with our proxy voting policy.

Item 18: Financial Information


A. Balance Sheet

Greenwood Capital does not require nor solicit prepayment of any fees in advance and therefore does not need to include a balance sheet with this brochure.


B. Financial Conditions Reasonably Likely to Impair Ability to Meet Contractual Commitments to Clients

Neither Greenwood Capital nor its management have any financial conditions that are likely to reasonably impair our ability to meet contractual commitments to clients.


C. Bankruptcy Petitions in Previous Ten Years

Greenwood Capital has not been the subject of a bankruptcy petition in the last ten years (or ever).