RIVERWATER PARTNERS LLC

Item 1 – Cover Page RIVERWATER PARTNERS LLC FORM ADV – PART 2A INFORMATION March 3, 2025 1433 N. Water Street, Suite 303 Milwaukee, WI 53202 Phone (414) 858-8000 www.riverwaterpartners.com This brochure provides information about the qualifications and business practices of Riverwater Partners LLC (“Riverwater Partners”). If you have any questions about the contents of this brochure, please contact us at (414) 858-8000. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. its Form ADV Part 1, also is available on Additional information about Riverwater Partners (CRD No. 283540), including a copy of the SEC’s website at www.advisorinfo.sec.gov. Riverwater Partners is a registered investment advisor. Registration of an investment advisor does not imply any certain level of skill or training. 1  Item 2 - Material Changes to This Brochure Since Last Annual Update Since our last update on June 27, 2024, we no material changes to report. 2  Item 3 – Table of Contents Item 1 – Cover Page .................................................................................................................................... 1 Item 2 - Material Changes to This Brochure Since Last Annual Update .............................................. 2 Item 3 – Table of Contents ......................................................................................................................... 3 Item 4 - Advisory Business ......................................................................................................................... 4 Item 5 - Fees and Compensation ................................................................................................................ 6 Item 6 - Performance Based Fees and Side-by-Side Management ......................................................... 9 Item 7 - Types of Clients ........................................................................................................................... 10 Item 8 - Methods of Analysis, Investment Strategies and Risk of Loss................................................ 11 Item 9 - Disciplinary Information............................................................................................................ 16 Item 10 - Other Financial Industry Activities and Affiliations ............................................................. 17 Item 11 - Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ... 18 Item 12 - Brokerage Practices .................................................................................................................. 19 Item 13 - Review of Accounts ................................................................................................................... 21 Item 14 - Client Referrals and Other Compensation ............................................................................. 22 Item 15 - Custody ...................................................................................................................................... 23 Item 16 - Investment Discretion ............................................................................................................... 24 Item 17 - Voting Client Securities ............................................................................................................ 25 Item 18 - Financial Information .............................................................................................................. 26 Privacy Notice............................................................................................................................................ 27 3  Item 4 - Advisory Business Firm Description Riverwater Partners LLC (also known as "Riverwater Partners", "we", "us", "our") is a Wisconsin limited liability company which offers investment advisory services since 2016. Riverwater Partners provides investment management services to a wide variety of clients. Riverwater Partners is wholly owned by Laura Peck, Adam Peck, Matthew Drvaric, Nathan Fredrick, Kirk Fox, and Cynthia Bohlen, with Laura Peck as majority owner. Riverwater Partners does not control any other firm nor engage in any other business. Riverwater Partners: Investment Management Services Wealth Management Services Our Wealth Management team develops and executes wealth management and financial plans for individuals and families. Our process begins by having clients complete an assessment of financial goals and objectives. We collaborate with clients to analyze their financial position and develop a comprehensive plan based on short- and long-term goals and personal risk tolerances. We offer customized investment portfolios tailored to our clients’ risk profiles and objectives and regularly monitor progress. We also offer actively managed model portfolios with asset allocation targets based on corresponding objectives and risk profiles. Services offered include quarterly performance reports, investment manager due diligence, ongoing management and maintenance of investments, cash flow management, portfolio rebalancing, and family wealth transfers. Managed Model Portfolios The Managed Model Portfolios provide specific asset allocation targets based on corresponding objectives and risk profiles. These Managed Model Portfolios clients are also offered Financial Planning Services for an additional fee. Asset Management Services Our Asset Management team actively manages three distinct separate account equity strategies; Riverwater Sustainable Value Strategy, Riverwater Micro Opportunities Strategy and Riverwater Small Cap Strategy. We apply a value-oriented approach to responsible investing using our disciplined research process, the Three Pillar Approach®. Each strategy we manage are composed of focused portfolios that invest in 25-45 stocks. Investments are not held by Riverwater Partners. Instead, all investments managed by Riverwater Partners are custodied at the brokerage firm through which transactions are placed. 4  Additionally, Riverwater Partners provides model portfolios to third party advisors. Wrap Fee Program Riverwater participates in wrap programs for some clients. The client is charged a combined fee (referred to as a “wrap fee”) based upon a percentage of the market value of the account, which generally covers all services for: • selection of program; • the investment advisers’ fee to manage the client’s portfolio on a fully discretionary basis; • brokerage commissions and, in some instances, dealer mark-ups or mark-downs for the execution of trades by the designated broker; • acting as custodian for the assets in the client’s portfolio which also includes providing the client with trade confirmations and monthly statements; • periodic evaluation and comparison of account performance; and • continuing consultations on investment objectives. Riverwater receives a portion of this “wrap fee” for providing investment supervisory services. In some cases, Riverwater’s advisory fee is a separate fee. Client Tailored Relationships and Restrictions As a fiduciary, Riverwater Partners always acts solely in your best interest. Your portfolio is allocated based on your investment objectives. Clients may impose reasonable restrictions on investing in certain securities or types of securities within a client’s allocated investment model. Assets under Management As of December 31, 2024, Riverwater Partners had approximately $600,209,973 in total assets under management, of which $245,282,270 are discretionary and $354,927,703 are non-discretionary. 5  Item 5 - Fees and Compensation Riverwater Partners: Investment Management Services Fee Fee schedules for our Investment Management Services clients are calculated as a percentage of the total value of investments under management. The highest management fee a client will pay is 1%. Fees are listed in client’s advisory agreement. In addition to this advisory fee, there will be transactional, administrative, servicing fees and commissions charged by the account custodian. Riverwater Partners charges a minimum annual fee of $9,000 for new Investment Management Services clients. Fees are payable either quarterly in arrears, in which fees are calculated based on the market value of the account as of the last business day recently completed calendar quarter, or in advance, in which fees are calculated based on the market value of the accounts based on the last business day of the previous calendar quarter. All fees, and the schedule in which they are due, are set forth in each client’s Investment Management Agreement. The initial quarter is charged from the date of inception of the agreement through the end of the first calendar quarter. Riverwater Partners may at its discretion aggregate accounts for fee calculation purposes. Assets deposited into accounts exceeding $20,000 during any quarter may, at Riverwater Partners’ discretion, be charged a prorated quarterly fee based upon the number of days services were provided to the deposited amount(s) during the quarter. No adjustment is made to the quarterly fees for changes in the market value of securities or for partial withdrawals. Fees will be prorated to the effective date of termination upon termination of the account which can occur by ten (10) days advance written notice from one party to the other. Unless otherwise indicated in the Investment Management Agreement, any pre-paid fees will be refunded for the partial period in which the account was under management. Fees payable to Riverwater Partners for Investment Management Services are deducted from the client’s account when due. The client will receive reports from the account’s custodian which show the fee calculation and debits. We will liquidate money market shares to pay the fee and, if money market shares or cash value are not available, other investments will be liquidated. Authorization for the deduction of fees this way is contained in the services agreement. The client may terminate the authorization for automatic deduction of the advisory fee payable to us at any time by notifying us in writing. Riverwater Partners has the right to modify its fee schedule upon thirty (30) days advance written notice to the client. 6  Managed Model Portfolios: Services Fee Managed Model Portfolio Clients pay a single asset-based fee of eighty-five (85) basis points per year. The fee is not negotiable. The fee is pro-rated and charged monthly in arrears. Fee payment is made through an automatic deduction from a client’s account, in accordance with applicable custody rules. Riverwater Partners charges a minimum annual fee of $2,500 for new Managed Model Portfolio clients. Managed Model Portfolios: Financial Planning Fee Managed Model Portfolio clients are offered Financial Planning Services for a fee. This fee varies from $3,000-$5,000 per plan and depends upon the nature and scope of planning, the nature and number of investments in the client’s portfolio, the amount and nature of research required to complete the project and the scope, and the number of reports requested by the client. Prior to engagement, each client signs an agreement which provides an estimate of the total fee for services. A portion of the fee is due at contract signing and the balance is due promptly after services are completed. Other Fees In connection with Riverwater Partners advisory services, clients may incur and are responsible for the fees and expenses charged by their custodians and imposed by broker- dealers. Such fees may include, but are not limited to, custodial fees, transaction costs, fees for duplicate statements and transaction confirmations, brokerage commissions, mutual fund expenses and fees for electronic data feeds and reports. Please refer to Item 12: Brokerage Practices on how we select the broker-dealers used to transact in the client’s account, which also impacts the additional fees clients will pay. Holdings in a client's account may include mutual funds and ETFs. All fees paid to us for investment advisory services are separate and distinct from the fees and expenses charged by these funds to their shareholders. These fees and expenses are disclosed in each fund's prospectus. These fees will generally include a management fee, other fund expenses, and a possible distribution fee. Such charges, fees and commissions are exclusive of and in addition to our fee. We do not receive any portion of these commissions, fees and costs. While we typically recommend no-load funds, if the fund also imposes a sales charge, a client may pay an initial or deferred sales charge. A client could invest in a mutual fund directly, without the service of Riverwater Partners. 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 mutual fund or ETFs are most appropriate to each client's financial condition and objectives. Accordingly, the client should review both the fees charged by the mutual funds and ETFs and the fees charged by us to fully understand the total amount of fees to be paid by the client and to thereby evaluate the advisory services being provided. 7  An individual at Riverwater Partners holds their insurance license and may recommend insurance products, in which clients will pay a commission. Riverwater Partners will not charge clients investment management fees for those products. Riverwater Partners and an individual associated with Riverwater Partners are paid a commission for providing services on settlement earnings through an independent settlement planning company. These services are not recommended to Riverwater Partners clients; however, the clients of the settlement planning company may become clients of Riverwater Partners. This presents a potential conflict of interest because Riverwater Partners has a financial incentive to recommend that settlement consulting clients engage Riverwater Partners for advisory services. However, Riverwater Partners will only recommend its advisory services when in the best interest of the client or potential client and no one is obligated to utilize the advisory services of Riverwater Partners. 8  Item 6 - Performance Based Fees and Side-by-Side Management Riverwater Partners does not charge performance-based fees. All fees are disclosed above under Item 5. 9  Item 7 - Types of Clients Riverwater Partners offers financial planning, consulting, and investment management services to a wide variety of clients, including but not limited to, individuals, entities, trusts, estates and charitable organizations, corporations, and other business entities. Investment Management Services We require a minimum account size of $1,000,000 for our Investment Management Service. We reserve the right to make exceptions to the minimum account size and/or reject or terminate any account for any reason. Managed Model Portfolios We require a minimum account size of $250,000 for our Managed Model Portfolios service. We reserve the right to make exceptions to the minimum account size and/or reject or terminate any account for any reason. 10  Item 8 - Methods of Analysis, Investment Strategies and Risk of Loss Asset Management Method of Analysis and Responsible Investing Process Riverwater Partners Asset Management Investment Process rests on a Three Pillar Approach® toward investing in high-quality stocks with strong growth potential. This process seeks (1) Superior Businesses; (2) Exceptional Management Teams; and (3) Attractive Valuations. In detail, we believe strong margin structures, low financial leverage, recurring revenues, limited customer concentration, pricing power, barriers to entry, and sustainable business practices are examples of qualities of Superior Businesses. Exceptional Management Teams are ones that think and act like owners, not renters. We analyze the management team’s history, compensation, strategic vision, philosophy on operations and capital allocation. We prefer to invest alongside management teams with compensation structures that align with shareholder returns and that have meaningful investments in their own company’s stock. Finally, Attractive Valuation seeks to identify companies that are at or below market multiples on earnings. We look at multiple valuation metrics depending on the industry, peer groups with the industries and relative to the company’s own history. Companies should be able to consistently generate free cash flow throughout an economic cycle while maintaining a flexible balance sheet. Riverwater actively engages with companies to improve their efforts with respect to people, planet and profits and generate a positive impact on the world, society and the environment. Additionally, Riverwater Partners believes that Responsible Investment is in the best interest of our clients, our firm, our communities, our society, and our planet. Responsible Investment enables us to fulfill our mission: “To make the world a better place by growing wealth through sustainable investing.” At its core, the purpose of business is to create value: business uses society’s capital to create something of value for society. Riverwater invests in businesses that create value through the responsible deployment of physical, human, and financial capital. This value creation is measured by the good brought to society by a business’s products and services, the lack of harm brought to society from a business’s operations, and the return generated by the business on its use of society’s resources. The Riverwater Asset Management team evaluates each investment candidate’s attention to factors that drive value: competitive advantage; management experience and alignment; fair and inclusive treatment of employees, supply chain, and communities; responsible use of materials and physical assets. A company’s return on these efforts – its return on its invested 11  capital (ROIC) – reveals its value creation. As investors, and not stock traders, Riverwater invests in responsible businesses that are continuously innovating and adapting to the everchanging world, to generate superior long-term value for our clients and society. To achieve this value creation for our clients, Riverwater considers how potential portfolio companies steward physical capital (water, energy, raw materials, waste), human capital (employees, supply chains, communities in which they operate, global community), and financial capital (debt, equity). These factors have the potential for material pecuniary impact to individual businesses and to society generally. Resilient natural and social constructs are necessary foundations for prosperity. Wealth Management: Method of Analysis and External Manager Due Diligence, Including Responsible Investing Riverwater Partners employs a comprehensive investment process that balances strategic opportunism with disciplined methodology. This approach begins with understanding each client's unique financial goals and personal values to create customized investment strategies. The core of their investment process combines active manager selection with passive efficiency. They conduct rigorous due diligence in an effort to identify exceptional fund managers who generate alpha, while also utilizing low-cost passive instruments in market segments where outperformance opportunities are limited. This hybrid approach allows Riverwater to optimize returns while managing costs effectively. Riverwater maintains flexibility to capitalize on emerging opportunities while preserving long-term discipline and focus, embodying their opportunistic positioning strategy. Managed Model Portfolios Investment Strategies Riverwater has five models that are managed under its Managed Model Portfolio. Each model is designed to provide an appropriate level of risk-adjusted returns over the long term. The models may hold cash, individual stocks, mutual funds, ETFs and other investment vehicles. Clients are assigned to one or more models depending on client’s goals, time horizon, risk capacity, and current financial assets. The following criteria are used in our investment selection for these models: asset class, style, transaction fees, expense ratios, assets under management, risk, returns as compared to index and peer groups, up and down-market capture ratios, performance track record, manager tenure, style consistency, diversity of holdings and turnover. 12  Riverwater’s Managed Model Portfolios will not implement strategies to minimize tax burdens. All tax consequences are the responsibility of the client. Additionally, Riverwater Partners believes that Responsible Investment is in the best interest of our clients, our firm, our communities, our society, and our planet. Responsible Investment enables us to fulfill our mission: “To make the world a better place by growing wealth through sustainable investing.” As such, the Riverwater Wealth Management team will select mutual funds for some portfolios in accordance with its External Manager Responsible Investment Policy which sets forth the due diligence process of generating an approved select list of external managers. Managers approved on the Select List must integrate some level of responsible investing into their analysis if applicable for the asset class. Riverwater has identified four different levels of integration which may qualify an external manager for inclusion in this list: Philanthropic and Impact First Investing, Impact Investment, Responsible Investing (RI) Focused, Responsible Investing (RI) Integrated. Each manager’s commitment to responsible investing is evaluated and monitored on an ongoing basis. Risk of Loss Riverwater Partners does not guarantee the results of the advice given. Thus, significant losses can occur by investing in any security, or by following any strategy, including those recommended or applied by Riverwater Partners or its representatives that clients must be prepared to bear. We may affect transaction in the following types of securities:  Equity Securities - Investing in individual companies involves risk. The major risks relate to the company's capitalization, quality of the company's management, quality and cost of the company's services, the company's ability to manage costs, efficiencies in the manufacturing or service delivery process, management of litigation risk, and the company's ability to create shareholder value (i.e., increase the value of the company's stock price). Foreign securities, in addition to the general risks of equity securities, have geopolitical risk, financial transparency risk, currency risk, regulatory risk and liquidity risk.  Mutual Fund Securities - Investing in mutual funds carries inherent risk. The major risks of investing in mutual funds include the quality and experience of the portfolio management team and its ability to create fund value by investing in securities that have positive growth, the amount of the individual company diversification, the type and amount of industry diversification, and the type and amount of sector diversification within specific industries. 13  In addition, mutual funds tend to be tax inefficient and therefore investors may pay capital gains taxes on fund investments while not having yet sold the fund.  Exchange-Traded Funds - Exchange-traded funds (ETFs) are investment companies whose shares are bought and sold on a securities exchange. An ETF holds a portfolio of securities designed to track a particular market segment or index. The funds could purchase an ETF to gain exposure to a portion of the U.S. or foreign market. The funds, as a shareholder of another investment company, will bear their pro-rata portion of the other investment company's advisory fee and other expenses, in addition to their own expenses. Investment in ETFs involves risk. Specifically, ETFs, depending on the underlying portfolio and its size, can have wide price (bid and ask) spreads, thus diluting or negating any upward price movement of the ETF or enhancing any downward price movement. Also, ETFs require more frequent portfolio reporting by regulators and are thereby more susceptible to actions by hedge funds that could have a negative impact on the price of the ETF. Certain ETFs may employ leverage, which creates additional volatility and price risk depending on the amount of leverage utilized, the collateral, and the liquidity of the supporting collateral.  Fixed Income Securities - Fixed income securities carry additional risks other than those of equity securities described above. These risks include the company's ability to retire its debt at maturity, the current interest rate environment, the coupon interest rate promised to bondholders, legal constraints, jurisdictional risk (U.S. or foreign), and currency risk. If bonds have maturities of ten years or greater, they will likely have greater price swings when interest rates move up or down. The shorter the maturity, the less volatile the price swings. Foreign bonds have liquidity and currency risk.  Corporate Debt Securities, Commercial Paper and Certificate of Deposit - Corporate debt securities, commercial paper, and certificates of deposit carry additional risks other than those of equity securities described above. The risks include the company's ability to retire its debt at maturity, the current interest rates environment, the coupon interest rate promised to bondholders, legal constraints, jurisdictional risk (U.S. or foreign), and currency risk. If bonds have maturities of ten years or greater, they will likely have greater price swings when interest rates move up or down. The shorter the maturity, the less volatile the price swings. Foreign bonds have liquidity and currency risk. Commercial paper and certificates of deposit are generally considered safe investments, although they are subject to the level of general interest rates, the credit quality of the issuing bank, and the length of maturity. With respect to certificates of deposit, depending on the length of maturity, 14  there can be prepayment penalties if the client’s needs to convert the certificate of deposit to cash prior to maturity.  Municipal Securities - Municipal securities carry additional risks that hose of corporate and bank-sponsored debt securities described above. These risks include the municipality's ability to raise additional tax revenue or other revenue (in the event the bonds are revenue bonds) to pay interest on its debt and to retire its debt at maturity. Municipal bonds are generally tax-free at the federal level but may be taxable in individual states other than the state in which both the investor and municipal issuer is domiciled. In addition to the risks described above, Riverwater Partners is also subject to Cybersecurity Risk:  Cybersecurity Risks - Cyber-attacks, disruptions, or failures that affect Riverwater Partners’ service providers or counterparties may adversely affect a portfolio and its investors, including by causing losses for a portfolio or impairing operations. For example, a portfolio’s or its service providers’ assets or sensitive or confidential information may be misappropriated, data may be corrupted, and operations may be disrupted (e.g., cyber-attacks or operational failures may cause the release of private investor information or confidential portfolio information, interfere with the processing of investor transactions, impact the ability to calculate the portfolio’s value, and impede trading). In addition, cyber-attacks, disruptions, or failures may cause reputational damage and subject the portfolio or its service providers to regulatory fines, litigation costs, penalties or financial losses, reimbursement, or other compensation costs, and/or additional compliance costs. While the firm and its service providers may establish business continuity and other plans and processes to address the possibility of cyber-attacks, disruptions, or failures, there are inherent limitations in such plans and systems, including that they do not apply to third parties, such as other market participants, as well as the possibility that certain risks have not been identified or that unknown threats may emerge in the future. 15  Item 9 - Disciplinary Information Riverwater Partners does not have any disciplinary information to report regarding itself or any of its counselors or other related persons. 16  Item 10 - Other Financial Industry Activities and Affiliations Adam Peck, owner of Riverwater Partners is a board member at Coral Gables Trust Company. He is also a manager for Armada Equity Partners, LLC, the general partner to Arbel Growth Partners, where he is a managing partner. Arbel Growth Partners has a single venture capital fund invested in emerging natural food companies. 17  Item 11 - Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Code of Ethics Riverwater Partners has adopted a Code of Ethics that governs potential 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. Riverwater Partner’s Code of Ethics is comprehensive and is supplemented with annual training and on-going monitoring of employee activities. A complete copy of our Code of Ethics will be supplied to you, free of charge, if you request it, using the contact information found on the cover of this brochure. Invest in the Same Securities Recommended to Clients Riverwater Partners employees may buy or sell securities for themselves that they also recommend to clients, which presents a potential conflict of interest. To mitigate this conflict, where a transaction for an employee or an account related to an employee is contemplated, a client’s transaction is given priority and processed first. However, in those instances where we believe it is appropriate to “block” (combine) several similar orders for multiple clients into one order to obtain an average price, an employee’s order may be included in that block order with the same average price. The block order must in all cases be initiated to meet the objectives of the client within the block without consideration given to a related person being a participant in the block. Recommend Securities with Material Financial Interest Adam Peck is a minority manager for Armada Equity Partners, LLC, the general partner to Arbel Growth Partners, which is closed to any new investors. Some clients of Riverwater have been recommended the fund, when suitable and have been provided full disclosure of this relationship. 18  Item 12 - Brokerage Practices Selecting Brokerage Firms Although they generally do not exercise discretion to select brokerage firms, we typically recommend the custodial services of Charles Schwab & Co, Inc., member SIPC ("Service Provider"). Commissions and execution of securities transactions implemented through Service Provider may not be better than the commissions or execution available if the client used another brokerage firm. However, we believe that the overall level of services and support provided to the client by custodians and broker-dealers whom we recommend outweighs the potentially lower costs that may be available from other brokerage service providers. Riverwater Partners’ fiduciary obligations include the duty to obtain “best execution” of clients’ transactions. The use of Service Provider complies with Riverwater Partners’ duty to obtain “best execution”, taking into account the full range and quality of a broker’s services when placing brokerage, including, among other things, execution capability, commission rate, financial responsibility, responsiveness to the adviser, and the value of any research services provided. Riverwater Partners: Research and Soft Dollars We receive economic benefits through the custody and operating relationships we have with Service Provider that may not be typically available to retail investors. These benefits include the following products and services, provided to us without cost or at a discount: duplicate client statements and confirmations, research related products and tools, consulting services, access to a trading desk serving IARs, access to block trading (which provides the ability to aggregate securities transactions for execution and then allocate the appropriate shares directly to or from client accounts), the ability to have advisory fees deducted directly from client accounts, access to an electronic communications network for client order entry and account information, access to mutual funds with no transaction fees, and discounts or no fees on compliance, marketing, research, technology, and practice management products and services provided by third-party vendors. Service Provider may also pay for business consulting, professional services, and research received by Riverwater Partners affiliated persons and may also pay or reimburse expenses (travel, lodging, meals, and entertainment expenses) for our personnel to attend conferences or meetings relating to their service platforms or to their advisor custody and brokerage services generally. Some of these products and services made available by Service Provider may benefit us but may not benefit our clients and some may benefit some clients and not all clients. Such other services made available by Service Provider are intended to help Riverwater Partners manage and further 19  develop its business enterprise, and such services may or may not depend on the amount of brokerage transactions directed to them. Other than the services described above, Riverwater Partners may direct transactions and the commissions they generate (soft dollars) to brokerage firms or other parties to receive research or other services. This provides a benefit to Riverwater Partners because we do not have to produce or pay for the research, products, and services. It also provides Riverwater Partners an incentive to select or recommend a broker-dealer based on the firm’s interest in receiving the research, products, or services. Clients may pay commissions higher than those charges by other firms because of receiving such economic benefits. Directed Brokerage Clients should know that not all advisors require clients to use a particular brokerage firm. Because clients having accounts managed by us are required to open accounts with and use the transaction services of Service Provider, we may not be able to achieve the most favorable execution of client transactions. Thus, use of only Service Provider may cost clients more money. Riverwater Partners may accept, on a case-by-case basis, and will place orders with brokerage firms pursuant to direction received in writing from the client ("directed brokerage"). In a directed brokerage account, the client may pay higher commissions because the Firm may not be able to aggregate orders to reduce transactions costs or the client may receive less favorable price. Order Aggregation In those instances where we believe it is in the best interests of a client to do so, we will “block” (combine) the client’s order with those of other clients having similar orders for the purpose of obtaining an advantageous average price for all accounts participating in the block. Any decision not to block a transaction with those of other clients is based upon Riverwater Partners deciding that it is more beneficial to time transactions for the benefit of each client’s account individually. Brokerage Referrals Riverwater Partners does not process transactions through a Service Provider in return for the Service Provider referring new clients to us. 20  Item 13 - Review of Accounts Riverwater Partners: Periodic Reviews Each client’s managed portfolio is reviewed by the investment adviser representative responsible for that client relationship as frequently as determined by the representative to ensure the investments in the account are in line with the client’s stated investment policy guidelines. Investment purchases and sales are made as deemed appropriate by the representative. Managed Model Portfolios: Periodic Reviews Riverwater contacts Managed Model Portfolio clients on an annual basis to review alignment between the client's investments and financial goals. Riverwater may also rebalance the account in Riverwater’s sole discretion from time to time. Riverwater Partners: Regular Reports Clients receiving Investment Management Services receive written reports at least quarterly from their account’s custodian. The client may receive a written performance report as often as is agreed upon between the client and representative, but not more often than monthly. Managed Model Portfolios: Regular Reports Managed Model Portfolio Clients receive written account statements directly from the custodian of their accounts no less than quarterly that are delivered electronically. 21  Item 14 - Client Referrals and Other Compensation Riverwater Partners does not have any client referral relationships. Thus, we do not pay any fee to a third party for making client referrals to it. 22  Item 15 - Custody Riverwater Partners does not act as a custodian for any clients; however, Riverwater Partners is deemed to have custody to the extent that the firm deducts advisory fees directly from our clients’ account and maintains Standing Letters of Authorization (“SLOA”) for third party money movement for clients. All Riverwater Partner clients must appoint a qualified custodian as a broker dealer, bank or trust company to maintain custody over their assets. Although Riverwater Partners may suggest a possible custodian to a client, the client must independently choose the custodian and set up a relationship/account with the custodian. To the extent a client receives any account or other investment ownership statement from Riverwater Partners, Riverwater Partners recommends the client carefully compare the report to the custodian’s statements. For clients with SLOA established for third-party money movement, Riverwater Partners maintains records for each account with SLOA showing that the third party is not a related party of Riverwater Partners. Riverwater is deemed to have custody of client assets when it maintains client login credentials for its 401(k) plans. In this circumstance, Riverwater will arrange to have an independent public accountant conduct an independent verification in accordance with rule 206(4)-2 under the Investment Advisers Act of 1940. 23  Item 16 - Investment Discretion Generally, clients retain Riverwater Partners on a discretionary or non-discretionary basis upon execution of an Investment Advisory Agreement. 24  Item 17 - Voting Client Securities Riverwater Partners will vote proxies on behalf of clients who have provided prior written approval for advisor to do so. The Firm has adopted and implemented written policies and procedures that we believe are reasonably designed to ensure that proxies are voted in the best interest of our clients. Prior to voting any proxies, Riverwater Partners will determine if there are any conflicts of interest related to the proxy in question. If a conflict is identified, Riverwater Partners may either refrain from voting, notify the client to make their own voting determination or consult with an independent party. Any client may receive a copy of Riverwater Partners’ Proxy Voting Policies and Procedures by submitting a written request to the Firm using the contact information provided on the cover page of this brochure. We will not vote proxies on behalf of clients who have opted out of Riverwater Partners voting proxies on their behalf, nor will we take any action on legal notices we or a client may receive from issuers of securities held in a client’s managed account. The custodian will send all proxy and report information directly to you. However, we are available to answer questions regarding such notices. 25  Item 18 - Financial Information Riverwater Partners does not receive fees of more than $1,200 six months or more in advance, thus no financial statement for us is attached. Riverwater Partners has no financial commitment that impairs its ability to meet contractual and fiduciary commitments to clients and has not been the subject of a bankruptcy proceeding. 26  Privacy Notice Riverwater Partners LLC This is the Privacy Notice for Riverwater Partners LLC, hereinafter referred to as Riverwater. Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, disclose, and protect your personal information. Riverwater is committed to maintaining the privacy of our clients and former clients as set forth below. Please read this notice carefully to understand what we do. Personal information we collect: The types of personal information we collect will depend on the product and service you have with us, but can typically include: • Social security number and/or tax id number • Wire Instructions • Name and Address Personal information we disclose: Riverwater does not disclose or sell information about our current or former clients to any third parties, except in the following circumstances: • To companies that are necessary in order to service your account • As required by regulatory authorities or law enforcement officials who have jurisdiction over Riverwater, or as otherwise required by law How we protect your personal information: To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. If you have any questions about this notice or our privacy policies, please contact us at 414- 858-8000. 27