Riverwater Partners LLC

Item 5.

Side-by-Side Management.
Riverwater Partners manages proprietary investment strategies on a discretionary basis for
Asset Management clients. Separately, Riverwater Partners' Wealth Management division
may allocate client assets to those same proprietary strategies as part of a Full-Service
Wealth Management client's portfolio. The simultaneous management of Asset
Management separate accounts and Wealth Management allocations to the same
underlying strategies presents the potential for conflicts of interest in trading, allocation,
and execution. Riverwater Partners addresses these potential conflicts through its written
trade allocation policy, which seeks to ensure fair and equitable treatment of all client
accounts holding the same strategy. Trade aggregation across accounts is implemented
where it is in the best interest of clients participating in the aggregation.

Proprietary Strategy Recommendations — Conflict of Interest. Riverwater Partners
operates two distinct business lines: (i) an Asset Management division that earns fees on
the firm's proprietary investment strategies (the Sustainable Value Strategy, Micro
Opportunities Strategy, and Small Cap Strategy), and (ii) a Wealth Management division that
recommends investment allocations to its clients. The recommendation or selection of a
Riverwater Partners proprietary strategy for a Wealth Management client's portfolio
presents a conflict of interest. Specifically, Riverwater Partners has a financial incentive to
recommend its proprietary strategies over comparable third-party strategies because
doing so (a) retains assets within the firm rather than directing them to a third-party
manager, and (b) supports the assets under management of the firm's Asset Management
business line.

Riverwater Partners mitigates this conflict through the following measures:

   ●   Full-Service Wealth Management clients pay a single bundled advisory fee that
       covers all of Riverwater Partners' advisory services for the account. The fee does not
       increase as a result of any allocation to a Riverwater Partners proprietary strategy,
       and clients are not separately charged the Asset Management strategy-level fee on
       the proprietary strategy sleeve

   ●   The firm applies its standard investment due diligence process to the selection of
       proprietary strategies on the same basis as third-party strategies, evaluated against
       comparable peer alternatives.
   ●   The conflict is disclosed to Wealth Management clients in this brochure and is also
       disclosed in Section 6 of the client's Investment Management Agreement.
   ●   Wealth Management clients have the right at any time to direct Riverwater Partners,
       in writing, to exclude proprietary strategies from the account.

Notwithstanding these mitigations, Wealth Management clients should consider this
conflict in evaluating Riverwater Partners' recommendations involving proprietary
strategies.

Allocation of Proprietary Strategies to Wealth Management Clients
As described in Item 6, Riverwater Partners' Wealth Management division may allocate
Wealth Management client assets to Riverwater Partners proprietary investment strategies.
Because the firm earns Asset Management fees on those strategies, this presents a conflict
of interest. Riverwater Partners' Code of Ethics addresses this conflict by requiring that
allocations to proprietary strategies for Wealth Management clients be made based on the
suitability of the strategy for the client's objectives, risk tolerance, and time horizon,
applying the same due diligence standard as for any third-party strategy. The Code of
Ethics further prohibits Wealth Management personnel from receiving incremental
compensation tied to allocations to proprietary strategies relative to third-party strategies.
Compliance with this requirement is monitored as part of the firm's ongoing compliance
program.

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.