Big River Report
BIG RIVER CAPITAL MANAGEMENT

Phone: 601.259.3731

Email: wtr3@bigriverfunds.com



BIG RIVER CAPITAL MANAGEMENT, LLC


This brochure provides information about the qualifications and business practices of Big River Capital Management, LLC. It is prepared pursuant to regulatory requirements. If you have any questions about the contents of this brochure, please contact us at the phone number listed above. The information in this brochure has not been approved or verified by the United States

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Securities and Exchange Commission (SEC) or by any state securities authority. Our registration as an Investment Adviser does not imply any level of skill or training. Additional information about Big River Capital Management, LLC is also available on the SEC’s website at www.adviserinfo.sec.gov. Firm CRD #175173

Dated: October 15, 2019

Item 2 Material Changes Item 2 Material Changes

Material Changes I

This Form ADV, Part 2, also known as the “Brochure”, requires disclosure on distinct topics, and answers must be presented in the order of the items in the form, using the headings in the form. We urge you to carefully review all subsequent summaries of material changes, as they will contain important information about any significant changes to our advisory services, fee structure, business practices, conflicts of interest, and disciplinary history.

After the initial filing of this Brochure, this Item will be used to provide our clients with a summary of new and/or updated information. We will inform you of the revision(s) based on the nature of the updated information.

Summary of Material Changes:

Item 4Updated Advisory Business
Item 5
Updated Fees and Compensation
Item 8
Updated Methods of Analysis, Investment Strategies and Risk of Loss Item 14 – Updated Client Referrals and Other Compensation
Item 15
Updated Custody

Item 3 Table of Contents

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Part 2A

Item 1

Item 2

Item 3

Item 4

Item 5

Item 6

Item 7

Item 8

Item 9

Item 10

Item 11 Trading

Item 12 Item 13 Item 14 Item 15 Item 16 Item 17 Item 18 Item 19 Part 2B

of Form ADV:

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Firm Brochure............................................................ 1 Cover Page............................................................... 1

Material Changes......................................................................................... 2

Table of Contents

............................................................................... 3

Advisory
Business 
........................................................................................ 4

Fees and Compensation

............................................................................... 5

Performance Based Fees and Side by Side Management

.............................................................................. 6 Types of Clients ........................................................ 6

Methods of Analysis, Investment Strategies and Risk of Loss........................................................................6

Disciplinary Information

.............................................................................. 9

Other Financial Industry Activities and Affiliations.................................................................9

Code of Ethics, Participation or Interest in Client Transactions and Personal .......................................................................................9

BrokeragePractices .......................................................................................10 Review of Accounts .......................................................................................10 Client Referrals and Other Compensation................................... 10

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Custody ................................................................................................................ 11 Investment Discretion ..................................................................................11 Voting Client Securities......................................................11 Financial Information.................................................................................... 12 Requirements for State Registered Advisers.................... 12 Form ADV: Brochure Supplement ........................................ 14 William T. Robertson, III.......................................................... 14

Item 4 Advisory Business INTRODUCTION:

Big River Capital Management, LLC (herein BRCM) was formed as a Mississippi Limited Liability Company in June of 2008 and approved by the Mississippi Securities Division as investment advisor on August 7, 2015.

OWNERSHIP:

The owner of Big River Capital Management, LLC. is William Thomas Robertson, III (Bill Robertson). Big River Capital Management, LLC does not have a parent company or any subsidiaries. The principal place of business is located at 2470 Sand Ridge Drive Jackson, MS 39211.

ADVISORY SERVICES OFFERED:

The purpose of the business is to manage separate accounts consisting of securities for clients who are typically affluent individuals, financial advisors, private investment advisors, institutions, hedge funds or funds of hedge funds (fund-of-funds).

BRCM analyzes, constructs, and manages investment portfolios with a goal of capital appreciation. BRCM offers it’s strategy through a managed account format.

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Big River Long Only Equity

The goal of the strategy is to outperform the benchmark S&P 500 over rolling five year periods. BRCM gives no assurance that the goal will be achieved.

BRLO typically holds a relatively concentrated number of securities. BRLO uses fundamental analysis and implements some trend following methodologies. BRLO may at times actively engage with management in order to protect or enhance our investments.

Big River Capital Management, LLC is a money manager and not a financial planner. BRCM does not provide tax or legal advice and encourages Prospective Clients to seek the advice of financial planners, accountants and attorneys regarding their investments.

BRCM may utilize an array of investment vehicles including, but not limited to: equity securities , debt securities, exchange-traded funds, and United States government securities. BRCM employs a variety of security analysis methods including fundamental and technical analysis. We also consult a wide range of information to analyze and execute investment strategies, such as: financial newspapers and magazines, third-party research materials, internet searches, annual reports, prospectuses, regulatory filings and press releases.

BRCM may participate in the wrap fee or similar programs with financial advisors or brokerage firms.

ASSETS UNDER MANAGEMENT: BRCM manages client assets of approximately $4,010,000. As of October 15, 2019, BRCM managed approximately $3,160,000 in assets on a discretionary basis and approximately $850,000 on a non-discretionary basis.

Item 5 Fees and Compensation

Fees and Compensation

BRLO charges a 1.5% management fee paid quarterly in arrears.

The Client will be charged a management fee at an annualized rate of 1.5%. Fees are paid quarterly in arrears and based on the market value of assets under

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management on the last business day of the previous calendar quarter. New clients will be pro-rata billed to the next valuation date based on assets placed with BRCM. Management fees shall be prorated for each capital contribution and withdrawal made during the applicable calendar quarter. The minimum account size is $50,000, which may be waived. There is no maximum account size.

The Client authorizes BRCM to bill the custodian the fees described above and the Client authorizes, or will authorize the custodian to pay BRCM directly. The Client agrees that the custodian will send, at least quarterly, a statement indicating all amounts disbursed from the Client’s account, including the amount of fees paid directly to BRCM.

Any objections to the amounts deducted may be made to wtr3@bigriverfunds.com within 14 days of the date the statement was sent via email.

Some custodians of broker/dealers for the accounts of clients of BRCM may charge maintenance or transaction fees that are separate from the advisory fees charged by BRCM for its advisory services. The custodian of the client’s account may provide confirmations with each transaction and statements either monthly or quarterly. Any brokerage commissions, margin interest payments, transfer fees, transaction fees, redemption fees, wiring fees, etc. charged against an account are separate from the BRCM management fees, and will be deducted from the account by the custodian.

Termination
After entering into the Contract, you have the right to terminate the Contract without penalty within five (5) business days. Thereafter, either party may terminate this agreement via email notification to the email address provided herein and such termination will be effective immediately. If the agreement is terminated during a quarter, fees will be adjusted pro rata based upon the number of days in the quarter that the agreement was effective and will become due and payable. You will be responsible for any fees or charges incurred by you from third parties as a result of maintaining the account or for any securities transactions executed.

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Disputes

If a dispute arises out of the Client Agreement and cannot be settled through direct negotiation between BRCM and the Client, it may then be resolved by entering into a voluntary Mediation, and if

the Mediation is unsuccessful, then, to the extent not inconsistent with applicable law, by voluntary Arbitration via the American Arbitration Association. Mediation shall end as soon as (i) the dispute is resolved (ii) the mediator informs the parties that Mediation is unlikely to be successful, or (iii) any party elects, after three days of good faith mediation effort, to end the Mediation. An agreement to arbitrate does not apply to future disputes arising under certain federal or state securities laws. Each party shall be responsible for the cost of its own legal representation at any Mediation or Arbitration proceeding. A Mediation or Arbitration hearing site will not be chosen if traveling to that site would cause undue hardship or expense to the Client or BRCM. Nothing contained in this Agreement shall constitute a waiver of any rights the Client may have under Federal and State securities laws.

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

BRCM does not charge performance-based fees. All fees charged are as described in Item 5 – Fees and Compensation above and are not based upon the capital appreciation of the funds or securities held by any client. BRCM does not manage any proprietary investment funds charging performance fees or limited partnerships, and has no financial incentive to recommend any particular investment options to its clients.

Item 7 Types of Clients

Types of Clients

The minimum account size is $50,000, which may be waived. There is no maximum account size.

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BRCM Clients must have a high risk tolerance. BRCM Clients only invest money with Big River that they can comfortably afford to lose.

Clients invested in BRLO are typically affluent individuals or institutions. Clients invested in BRLO do not anticipate needing the funds invested in BRLO for at least five years.

Item 8 Methods of Analysis, Investment Strategies and Risk of Loss

Methods of Analysis, Investment Strategies and Risk of Loss

Clients invest with BRCM via Separately Managed Accounts (SMAs).

The investment strategy for BRLO is value, plus growth, potentially with shareholder activism when action is required in order to protect or enhance our investment. BRLO aims for capital appreciation.

BCRM’s Investment Advisor Representative Bill Robertson trades personal accounts. The investing, trading and risk management methods and objectives utilized for his personal accounts are different from the investing, trading and risk management methods and objectives for the Client’s Separately Managed Account. Therefore, the actions taken and the results generated will be materially different from the results in the Client’s Separately Managed Account.

Risk of Loss:

BRCM does not represent, warrant, or imply that the services or methods of analysis employed by us can or will predict future results. Past performance is not necessarily indicative of future results. Clients should make every effort to understand the risks involved.

The Principal Risks of Investing include, but are not limited to:
Market Risk: The price of a security may abruptly drop in reaction to world

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events and changes in business conditions or the perception of a change in business conditions. This type of risk is caused by external factors independent of a security’s particular underlying circumstances. For example, political, economic and social conditions may trigger market events.

ETF Risks: Investing in ETF (Exchange Traded Fund) securities that benchmark an index of stocks or other assets carries certain risks. These include, but are in no way limited to, the following: Insolvency of the company backing the ETF, Bankruptcy of individual companies within the index as well as all of the risks associated with investing in securities.

Inflation Risk: When any type of inflation is present, a dollar today will not buy as much as a dollar next year, because purchasing power is eroding at the rate of inflation.

Deflation Risk: When deflation is present, a dollars’ worth of debt will become harder for a company to repay and could place the company at risk of bankruptcy.

Currency Risk: Companies typically have substantial foreign investments which are subject to fluctuations in the value of the dollar against the currency of the investment’s originating country causing exchange rate risk.

Reinvestment Risk: This is the risk that future proceeds from investments may have to be reinvested at a potentially lower rates of return.

Business Risk: These risks are associated with a particular industry or a particular company within an industry.

International Risk: Securities denominated outside of the United States are considered to carry higher risk than U.S securities due to greater political, legal and currency related uncertainties, among any number of additional uncertainties.

Liquidity Risk: Liquidity is the ability to readily convert an investment into cash. Generally, assets are more liquid if there are many active participants accessing a standardized product. For example, Treasury Bills are highly liquid, while real estate properties are not. BRCM may invest in securities on

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behalf of BRLO which become illiquid during periods of financial distress for a specific company as well as during times of financial distress for the broader US or global economy.

Financial Risk: Excessive borrowing to finance business operations increases the risk of loss, because the company must meet the terms of its obligations in good times and bad. During periods of financial stress, the inability to meet loan obligations may result in bankruptcy and/or a declining market value.

Short Selling Risk: Securities sold short have unlimited risk in that there is no limit to how high a security can trade.

Leverage: When BRCM sells a security short the proceeds are typically used to finance a long position. BRCM also utilizes margin debt to enhance returns. Both of these techniques are considered to leverage the portfolio thereby increasing the risk of loss. When the companies which BRCM invests in have debt, they are considered leveraged. Therefore, when BRCM adds leverage to an SMA, the portfolio is considered to have layers of leverage which substantially increases portfolio risks for that SMA.

Futures: Futures are derivative securities where the value is derived from an underlying asset. Futures are highly leveraged trading vehicles and the use of futures can lead to permanent losses. Futures are considered to be extremely high risk market contracts and the use of futures under any circumstances can be deemed speculative.

Concentration Risk: Portfolios with fewer positions and less diversification are inherently more risky than broadly diversified portfolios. An unexpected problem which results in losses for a particular security will have a larger impact on a concentrated portfolio. Both BRLO accept concentration risks.

Market Capitalization Risk: Companies with market capitalizations which are considered to be small are generally more risky than larger companies, because small companies are generally more growth oriented and in such capacity are taking on more risks. Also, smaller capitalized companies may have more difficulty finding operating capital during recessions. The securities for smaller capitalized companies have prices that are more volatile and trading volumes

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which are less liquid. The mark-tomarket losses during periods of financial distress are typically more exacerbated than for larger capitalized companies.

Active Portfolio Turnover Risk: There are higher trading other costs and potentially negative tax consequences associated with active portfolio turnover.

Account Variance: While BRCM seeks to trade every account fairly, in practice, due to differing prices at the time of investment, positions vary in the Client SMAs.

Disciplinary Information

There are no legal or disciplinary actions or outstanding judgments against Big River Capital Management, LLC or William Thomas Robertson, III. He is registered as an investment advisor representative of BRCM.

Item 10 Other Financial Industry Activities and Affiliations

Other Financial Industry Activities and Affiliations

Neither BRCM nor Bill Robertson are registered or do they have an application pending as a futures commission merchant, a commodity pool operator or a commodity-trading advisor.

Neither BRCM nor Bill Robertson have any material relationships or arrangement with any related person listed below: A mutual fund, closed-end investment company, unit investment trust; Futures commission merchant, commodity pool operator, or commodity trading advisor; Accountant or accounting firm; Lawyer or law firm; Insurance company or agency

Item 11 Code of Ethics, Participation or Interest in Client Transactions Personal Trading

Code of Ethics, participation or Interest in Client Transactions and Personal Trading

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Bill Robertson’s personal trading and investing give rise to potential conflicts of interest. The two primary potential conflicts of interest are the amount of time Robertson devotes to each Client’s portfolio and the trading of his personal accounts. The Advisor strives to be fair to its Client’s in all material respects.

Robertson reviews each Client’s portfolio at least quarterly, and the research that goes into managing his personal accounts is used to benefit each Client. This is evidenced by the fact that the long only Separately Managed Accounts and Robertson’s personal accounts hold many of the same securities.

Item 12 Brokerage Practices

Brokerage Practices BRCM has selected E-Trade Securities, LLC (E-Trade) and Wells Fargo as the Clients Broker-Dealers according to the best possible execution, clearance services and commission rates. E-Trade or Wells Fargo (herein Broker or Custodian) will execute security transactions in such a manner that the Client’s total cost or proceeds in each transaction is the most favorable, under the circumstances, in implementing our overall investment responsibilities to all Clients. BRCM may choose to use another Broker at any time.

BRCM presently does not have any soft dollar relationships with any broker dealers, vendors of research information, or vendors of equipment or other services.

Review of Accounts

Each Client is provided with an electronic monthly statement directly from the Broker, which lists all securities in their account, along with the costs and market value. When trades are made in the SMA, the Client will receive confirmations from the Broker. Each Client is provided a quarterly invoice from BRCM. The Broker will provide a quarterly statement to the Client.

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Capital gain and loss schedules and income summaries on a 1099 are also provided by the Broker on an annual basis. Additionally, the Custodian may issue periodic statements and reports directly to the Client.

Item 14 Client Referrals and Other Compensation

Client Referrals and Other Compensation

BRCM may offer remuneration to individuals or organizations that make referrals of potential clients under the following circumstances: BRCM has a written agreement with the person making the referral; a separate written disclosure document is furnished to the referral Client disclosing the relationship between the person making the referral and BRCM, the terms of the compensation arrangement between the person making the referral and BRCM are disclosed to the Client.

Custody

Under government regulations, BRCM is deemed to have custody of your assets since you authorize us to instruct your custodian to deduct our advisory fees directly from your account. BRCM does not maintain physical custody of your accounts nor are we authorized to hold or receive any stock, bond or other security or investment certificate or cash that is part of your account. Your funds and securities will be physically maintained with a “qualified custodian” as required under Rule 206(4)-2 under the Investment Adviser Act. Each Client appoints, or will appoint, a separate qualified custodian (Wells Fargo or E-Trade, the qualified custodian) to take possession of the cash, securities and other assets in the client’s account.

The custodian sends to the Client, at least quarterly, a statement indicating all amounts disbursed from the account (including the amount of any fees paid to BRCM pursuant to the Client Agreement), all transactions occurring in the

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account during the period covered by the statement, and a summary of the account positions and portfolio value at the end of the period.

Item 16 Investment Discretion

Investment Discretion

By signing the Client Agreement, the Client grants BRCM the authority to invest/reinvest the assets under BRCM’s management on the Client’s behalf without prior consultation from the Client (discretionary basis). BRCM will invest in the securities types listed in this brochure which include, but are not limited to: cash, cash equivalents, U.S. Government securities, equities, notes, bonds and ETF’s. The Client also authorizes BRCM to take any other necessary action in connection with the opening and maintenance of the Client’s account as well as for the completion and payment of transactions for the account. The Client agrees to promptly inform BRCM if he or she is no longer suitable for this investment.

Item 17 Voting Client Securities

Voting Client Securities

BRCM has no duty to vote client shares.

Item 18 Financial Information

Financial Information

No disclosure of BRCM's financial information (balance sheet) is required, because BRCM does not have direct custody of the Client's funds and does not require prepayment of potential fees. Neither BRCM nor Bill Robertson, is presently the subject of a bankruptcy petition nor have they been subject to these proceedings at any time in the past.

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Requirements for State Registered Advisers

William T. Robertson III was born in 1972 and is the sole Member, and CCO of BRCM. William graduated in 1995 from Mississippi State University in Starkville, MS with a Bachelor of Business Administration (“B.B.A.”) degree. Mr. Robertson completed his MBA at DePaul University in May of 1998.

Our firm is not engaged in any other services that have not already been disclosed.

Our firm is not compensated with performance-based fees.

DISCLOSABLE EVENTS

Neither our firm nor any management person has ever been involved in any of the following:

1. An award or otherwise being found liable in an arbitration claim alleging damages in excess

of $2,500 involving:

  1. An investment or investment related business or activity

  2. Fraud, false statement(s), or omissions

  3. Theft, embezzlement, or other wrongful taking of property

  4. Bribery, forgery, counterfeiting, or extortion or

  5. Dishonest, unfair, or unethical practices.

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  1. An award or otherwise being found liable in a civil, self-regulatory organization, or administrative proceeding involving any of the following:

    1. An investment or investment related business or activity

    2. Fraud, false statement(s), or omissions

    3. Theft, embezzlement, or other wrongful taking of property

    4. Bribery, forgery, counterfeiting, or extortion or

    5. Dishonest, unfair, or unethical practices.

  2. An award or otherwise being found liable in an arbitration claim alleging damages in excess of $2,500 involving: a. b. c. d. e.

An investment or investment related business or activity Fraud, false statement(s), or omissions
Theft, embezzlement, or other wrongful taking of property Bribery, forgery, counterfeiting, or extortion or

Dishonest, unfair or unethical practices.
information about disclosable events of our firm or its investment adviser

OTHER ARRANGEMENTS:

Neither our Firm nor any of our investment adviser representatives have a relationship or arrangement with any issuer of securities that is not listed in item 10. C of ADV Part 2A.

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Part 2B of Form ADV: Brochure Supplement

This brochure supplement provides information about William T. Robertson, III that supplements the Big Rive Capital Management, LLC Advisory brochure. You should have received a copy of that brochure. Please contact William T. Robertson, III if you did not receive Big River Capital Management, LLC’s brochure or if you have any questions about the contents of this supplement.

Dated: January 12, 2018

Item 2 Educational Background and Business Experience

Education History:

Mississippi State University, Bachelor of Business Administration, May 1995 DePaul University, Master of Business Administration, May 1998
Business Background:
Item 3 Disciplinary Information

William T. Robertson, III does not have a disciplinary event.

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Item 4 Other Business Activities

Robertson Financial Services, LLC serves as the management company for Big River Long Short Equity Fund, LP and Big River Investment Management, LLC.

Big River Long Short Equity Fund LP and Big River Investment Management, LLC own public securities. There are no outside investors in these entities. Bill spends a few hours per day on these investments.

EMPLOYER

START DATE

END DATE

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POSITION

Big River Capital Management, LLC

August, 2015

Current

CEO, CCO

Robertson Financial Services, LLC

September, 2001

Current

CEO

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Presently inactive existing entities are listed below:

Robertson Development of MS, LLC; Robertson Capital Management, LLC; Big River Property Management, LLC; Big River Funds, LLC; Big River Energy Fund, LP; Big River Real-Estate Partners Fund, LP; Big River Risk Managers Fund, LP; Big River Capital Corporation

Item 5 Additional Compensation

Bill Robertson does not receive any economic benefits for providing portfolio management services from someone who is not a client of Big River Capital Management, LLC.

Item 6 Supervision

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All new accounts undergo careful analysis and review. After an account has been approved for the investment program, the Chief Compliance Officer will monitor the account.

The Chief Compliance Officer will review the activity in each account at least quarterly to determine if the account has been managed fairly.

BRCM has established written policies and procedures that it will utilize to supervise. In addition, a Code of Ethics has been adopted, which we have agreed to follow and comply with.

William T. Robertson, III, Chief Compliance Officer of Big River Capital Management, LLC, can be reached at (601) 259-3731 should you have any additional questions or concerns.

Item 7 Requirements for State-Registered Advisers
Please refer to Item 3 above for information on William T. Robertson, III’s

involvement in any of the following:

1. An award or otherwise never being found liable in an arbitration claim alleging damages in excess of $2,500 involving:

  1. An investment or investment related business or activity

  2. Fraud, false statement(s), or omissions

  3. Theft, embezzlement, or other wrongful taking of property

  4. Bribery, forgery, counterfeiting, or extortion or

  5. Dishonest, unfair, or unethical practices

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2. An award or otherwise never being found liable in a civil, selfregulatory organization, or administrative proceeding involving any of the following:

  1. An investment or investment related business or activity

  2. Fraud, false statement(s), or omissions

  3. Theft, embezzlement, or other wrongful taking of property

  4. Bribery, forgery, counterfeiting, or extortion or

  5. Dishonest, unfair, or unethical practices

Bankruptcy Petitions:

William T. Robertson, III has not been the subject of a bankruptcy petition. No further disclosures are required that have not already been reported.

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