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Item 1
Cover Page
Form ADV Part 2A
Riverbridge Partners, LLC
80 South Eighth Street
Suite 1500
Minneapolis, MN 55402
Phone: 612-904-6200
Fax: 612-904-6250
www.Riverbridge.com
March 13, 2026
This brochure provides information about the qualifications and business practices of Riverbridge
Partners, LLC. Should there be any questions about the contents of this brochure, please contact us
at 612-904-6200 or www.Riverbridge.com. 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.
Riverbridge Partners, LLC is an SEC-registered investment adviser. Registration of an investment
adviser does not imply any level of skill or training.
Additional information about Riverbridge Partners, LLC is also available on the SEC’s website at
www.adviserinfo.sec.gov.
Riverbridge Partners, LLC
Form ADV Part 2A
March 13, 2026
Item 2
Material Changes
SUMMARY OF MATERIAL CHANGES
There have been no material changes made to this Form ADV, Part 2A since our last annual update
dated March 14, 2025.
Riverbridge’s Chief Compliance Officer is available to address any questions that a client or prospective
client may have regarding any issue pertaining to this amended Brochure.
In the past we have offered or delivered information about our qualifications and business practices to clients on at least an annual basis.
Pursuant to new SEC Rules, we will ensure that our clients receive a summary of any material changes to our brochures within 120 days of
the close of Riverbridge Partners’ fiscal year. We may further provide other ongoing disclosure information about material changes as
necessary. We will provide our clients with a new brochure as necessary based on changes or new information, at any time, without charge.
The brochure may be delivered in paper format or through an electronic delivery method. Our brochure may be requested by contacting
612-904-6200 or Compliance@Riverbridge.com. Additional information about Riverbridge Partners, LLC is also available via the SEC’s
website www.adviserinfo.sec.gov.
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Item 3
Table of Contents
Item 1
Cover Page .................................................................................................................................... 1
Item 2 Material Changes .......................................................................................................................... 2
Item 3
Table of Contents .......................................................................................................................... 3
Item 4
Advisory Business .......................................................................................................................... 4
Item 5
Fees and Compensation................................................................................................................ 8
Item 6
Performance-Based Fees and Side-by-Side Management .......................................................... 10
Item 7
Types of Clients ........................................................................................................................... 11
Item 8 Methods of Analysis, Investment Strategies and Risk of Loss .................................................... 11
Item 9 Disciplinary Information.............................................................................................................. 14
Item 10 Other Financial Industry Activities and Affiliations ..................................................................... 14
Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading .............. 14
Item 12 Brokerage Practices .................................................................................................................... 15
Item 13 Review of Accounts..................................................................................................................... 21
Item 14 Client Referrals and Other Compensation .................................................................................. 21
Item 15 Custody ....................................................................................................................................... 22
Item 16
Investment Discretion................................................................................................................. 22
Item 17 Voting Client Securities ............................................................................................................... 22
Item 18 Financial Information .................................................................................................................. 23
Other Disclosure: ERISA Section 408(b)(2) Disclosure…………………………………………………………………………….23
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Item 4
Advisory Business
Riverbridge Partners, LLC (Riverbridge) was founded in 1987 and is an SEC-registered investment
manager for institutions, investment companies, pooled investment vehicles, individuals, and advisors.
Since its inception, Riverbridge has remained an investment-centric firm. Our portfolios are managed by
an investment team of dedicated professionals who desire to help our clients invest with endurance.
Riverbridge’s investment advisory services are grounded in enduring fundamentals. Through our growth
equity investment process, we seek to invest in high-quality companies that demonstrate the ability to
grow in value over time. We build strategies or portfolios by identifying well-managed companies that
are diversified in their sources of earnings and have a sustainable competitive differentiation. Each
company demonstrates five building blocks of our investment philosophy. The quality of our defined,
timeless investment process has been tested and proven in various types of market cycles.
The Riverbridge Enhanced Income strategies are designed with the objective of providing high and
stable income over various interest rate and business cycles. We seek to achieve income stability
through diversification of credit sectors (municipal, corporate, and real estate), a mix of fixed and
floating interest rate securities, and a judicious balance of credit quality.
Riverbridge is principally owned by Riverbridge Management Holdings, LLC, with LPC Monarch, LLC
owning the remaining minority interest. Riverbridge Management Holdings is the entity that facilitates
employee ownership for the Investment Team and other key personnel. LPC Monarch, LLC is an affiliate
of Lincoln Peak Capital, a private investment firm that specializes in partnering with investment
management firms to help preserve their independence and facilitate equity transitions within a firm to
key next generation management members.
Riverbridge’s Core Offering: Our core offering is to provide sound investment management to a diverse
client base. Depending upon the type (i.e., institutional, endowment, governmental entity, pension
plan, investment company, pooled investment vehicle, individual and/or family) and needs of the client,
from a specific asset class to a total portfolio, our services can range from providing a specific equity or
income investment strategy (i.e., Large Cap Growth, Small Cap Growth, All Cap Growth, and/or
Enhanced Income) to complement a client’s existing investment portfolio, to providing a client with a
diversified portfolio consistent with the client’s investment objective. The scope and type of the
investment management service, including any corresponding investment restrictions or unique
circumstances, shall generally be set forth in an Investment Policy Statement (“IPS”) to be executed by
the client. The IPS will govern the investment management process. The IPS will be reviewed on a
periodic basis to confirm that it remains consistent with the client’s investment objective.
Riverbridge’s Value-Added Services: In addition to our core investment management offering, clients
may call upon us to provide investment-related advisory services. Our advisory services can range from
investment-consulting relative to the appropriateness of different types of investment alternatives for
an institutional client to financial planning-related issues for an individual or family (i.e., insurance,
estate, tax, and retirement planning). The majority of our advisory services focus on identifying
opportunities for our clients and making recommendations to reach their goals. The client is never
under any obligation to accept or implement any of our recommendations.
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Neither Riverbridge, nor any of its employees, serve a client as an attorney, accountant, or insurance
agent. Correspondingly, we do not prepare estate planning documents or tax returns or sell insurance
products. If engaged to do so, Riverbridge will work alongside the client’s existing team of professionals
(i.e., attorney, accountant, insurance agent, etc.) or Riverbridge can make a recommendation. If the
client engages any professional, recommended or otherwise, and a dispute arises thereafter relative to
such engagement, the client agrees to seek recourse exclusively from the engaged professional. At all
times, the engaged licensed professional(s) (i.e., attorney, accountant, insurance agent, etc.), and not
Riverbridge, will be responsible for the quality and competency of the services provided.
Riverbridge does not place client assets in private investment funds on a discretionary basis. Riverbridge
provides only non-discretionary investment advice to qualified clients in connection with all investments
in private investment funds. To the extent that a client determines to invest in any such private
investment funds, the following disclosure is applicable: Private investment funds generally involve
various risk factors and liquidity constraints, a complete discussion of which is set forth in each fund's
offering documents which will be provided to each client for review and consideration. Each
prospective client investor will be required to complete a Subscription Agreement, pursuant to which
the client shall establish that he/she is qualified for investment in the fund and acknowledges and
accepts the various risk factors that are associated with such an investment.
Riverbridge Mutual Fund-Effective December 31, 2012, Riverbridge launched and serves as investment
adviser to the Riverbridge Growth Fund (the “Growth Fund”). The Fund is a series of the Investment
Managers Series Trust. More information concerning the Riverbridge Growth Fund, including advisory
fees and investment minimums, is available in the Fund’s prospectus. When we refer to “client” in this
document, we are including the Riverbridge Mutual Fund.
Riverbridge Collective Investment Trust-Riverbridge provides investment advisory services to the
Riverbridge Collective Investment Trusts (“CITs”). The CITs serve the collective investment of assets of
participating tax-qualified pension and profit-sharing plans and related trusts, and government plans, as
more fully described in the Declaration of Trust. The Riverbridge CITs are managed by SEI Trust
Company, an independent corporate trustee. When we refer to “client” in this document, we are
including the Riverbridge CITs.
Sub-Advisory Engagements-Riverbridge serves as a sub-adviser to unaffiliated registered investment
advisers pursuant to the terms and conditions of a written Sub-Advisory Agreement. With respect to its
sub-advisory service, the unaffiliated investment advisers that engage Riverbridge’s sub-advisory
services maintain both the initial and ongoing day-to-day relationship with the underlying client,
including initial and ongoing determination of client suitability for Riverbridge’s designated investment
strategies. If the custodian/broker-dealer is directed by the unaffiliated investment adviser and/or
client, Riverbridge will be unable to negotiate commissions and/or transaction costs, and/or seek better
execution. As a result, the client may pay higher commissions or other transactions costs or greater
spreads, or receive less favorable net prices, on transactions for the account than would otherwise be
the case through alternative clearing arrangements recommended by Riverbridge. Higher transactions
costs adversely impact account performance.
WRAP Fee Programs-Riverbridge provides portfolio management services under a so-called "wrap fee"
arrangement offered by unaffiliated broker-dealer sponsors. We invest the WRAP fee program accounts
using the same base model portfolios used for non-WRAP program accounts. The broker-dealer
recommends us as an investment adviser for a certain strategy or strategies, pays our management fee
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on behalf of the client, monitors and evaluates our performance, executes the client's portfolio
transactions without commission charge, and provides custodial services for the client's assets. These
services, or any combination of these or other services, are provided for a single fee paid by the client to
the broker-dealer. Our investment advisory fee under such a "wrap fee" arrangement occasionally will
differ from that offered to other clients. Transactions are effected "net", i.e., without commissions, and
a portion of the wrap fee is generally considered as being in lieu of commissions.
The program sponsor will determine the broker-dealer through which transactions must be effected and
the amount of transaction fees and/or commissions to be charged to the participant investor accounts.
Correspondingly, Riverbridge is unable to negotiate commissions and/or trading costs and to seek best
price and better execution by placing trades with other brokers and dealers. While it has been our
experience that broker-dealers with whom it presently deals under the clients' wrap fee arrangements
generally can offer best price for transactions in listed equity securities, no assurance can be given that
this will continue to be the case with those or other broker-dealers who offer wrap fee arrangements,
nor with respect to transactions in other types of securities. Accordingly, the client may wish to satisfy
him/herself that the broker-dealer offering the wrap fee arrangement can provide adequate price and
execution of most or all transactions. The client might also consider that, depending upon the level of
the wrap fee charges by the broker-dealer, the amount of portfolio activity in the client’s account, the
value of custodial and other services which are provided under the arrangement, and other factors, the
wrap fee may or may not exceed the aggregate cost of such services if they were to be provided
separately, and if we were free to negotiate commissions and seek best price and execution of
transactions for the client’s account. Higher transaction costs adversely impact account performance.
Our account minimum size under the “wrap fee” arrangement will generally be lower than the minimum
offered to other clients.
Riverbridge may be requested to provide composite performance information for accounts managed as
part of a WRAP fee program. When presenting WRAP program composite performance, gross composite
returns are reduced by a 3% model fee. This model fee represents an estimated fee of all program costs
included in the wrap fee. Actual fees paid to the wrap program sponsor are indicated in the end-client’s
advisory agreement with the sponsor firm and may vary. Riverbridge’s investment advisory fee is a
component of the wrap fee charged to the end client by the program and is paid to Riverbridge by the
wrap program sponsor firm according to the terms of the investment advisory agreement between
Riverbridge and the sponsor firm.
Model-Based Programs-Riverbridge provides investment advisory services as part of certain unaffiliated
Unified Managed Account (UMA) or Model-Based programs where the program Sponsor receives
Riverbridge’s model securities for a particular investment strategy, and based on that model, the
Sponsor or its designated representative (“Overlay Manager”) exercises investment discretion to
execute each client’s portfolio transactions based on their individual needs. Riverbridge does not have
any contact with the underlying client of these programs, and it is the responsibility of the Sponsor to
determine if the model is suitable for their clients.
Riverbridge will be unable to negotiate commissions and/or transactions costs with these programs.
The program sponsor will determine the broker-dealer through which transactions must be effected,
and the amount of transaction fees and/or commission to be charged to the participant investor
accounts. As a result, the client may pay higher commissions or other transaction costs or greater
spreads, or receive less favorable net prices, on transactions for the account than would otherwise be
the case through alternative clearing arrangements recommended by Riverbridge. Higher transaction
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March 13, 2026
costs adversely impact account performance. Our account minimum size under the model-based
program arrangement will generally be lower than the minimum offered to other clients.
Riverbridge is compensated by the model-based program provider for assets invested in the firm’s
strategies according to the terms of the investment advisory agreement with each program. Some
model-based programs charge Riverbridge an ongoing model maintenance fee or similar platform
administration fee to participate as a model provider to the program. Such fees are paid by Riverbridge
and do not grant any preferential treatment. Riverbridge treats all model-based program accounts
according to our stated policies and procedures regardless of the existence of any such arrangement.
Retirement Plans and Retirement Assets: Riverbridge provides investment management services to
various types of retirement plans including employee benefit plans subject to the Employee Retirement
Income Security Act of 1974 (“ERISA”) and retirement accounts including individual retirement accounts.
A client or prospective client leaving an employer typically has four options regarding an existing
retirement plan and may engage in a combination of these options: (i) leave the money in the former
employer’s plan, if permitted, (ii) roll over the assets to the new employer’s plan, if one is available and
rollovers are permitted, (iii) roll over to an Individual Retirement Account (“IRA”), or (iv) cash out the
account value which could, depending upon the client’s age, result in adverse tax consequences. If
Riverbridge recommends that a client roll over their retirement plan assets into an account to be
managed by Riverbridge, such a recommendation creates a conflict of interest if Riverbridge will earn an
advisory fee on the assets. No client is under any obligation to roll over retirement plan assets to an
account managed by Riverbridge.
Portfolio Activity- Riverbridge has a fiduciary duty to provide services consistent with the client’s best
interest. Riverbridge will review client portfolios on an ongoing basis to determine if any changes are
necessary based upon various factors, including, but not limited to, portfolio model changes, account
additions/withdrawals, style drift and changes in the client’s investment objectives. Based upon these
factors, there may be extended periods of time when Riverbridge determines that changes to a client’s
portfolio are neither necessary, nor prudent. Clients remain subject to the fees described in Item 5
below during periods of account inactivity.
Client Obligations-In performing our services, we shall not be required to verify any information
received from the client or from the client’s other professionals, and we are authorized to rely on this
information. Moreover, it is the client’s responsibility to promptly notify us if there is ever any material
change in their financial situation or investment objectives for the purpose of reviewing, evaluating and
revising our previous recommendations and/or services.
Disclosure Statement- A copy of Riverbridge’s Privacy Notice and written disclosure statements as set
forth on Form ADV Part 2A, 2B and, if applicable, Form CRS (Client Relationship Summary) will be
provided to each prospective client prior to, or contemporaneously with, the execution of the
Investment Advisory Agreement. Any client who has not received a copy of Riverbridge’s written
Brochure at least 48 hours prior to executing such agreement shall have five business days subsequent
to executing the agreement to terminate Riverbridge’s services without penalty.
Assets under Management-Our regulatory assets under management as of December 31, 2025 were
approximately $5,027 million. Riverbridge managed these assets on a discretionary basis. In addition,
we have model-based program assets. The assets managed under this non-discretionary basis as of
December 31, 2025 were approximately 3,585 million, and these assets are not calculated by the firm as
part of the regulatory assets under management.
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Item 5
Fees and Compensation
The standard fee schedule calls for clients to pay an annual fee of 1% of assets under management. We
may, at our sole discretion, charge a lesser investment management fee based upon certain criteria such
as the following:
institutional clients and/or sub-advisory arrangements
•
• anticipated future additional assets
• dollar amount of assets to be managed
•
related accounts
• account composition
• negotiations with the client
As a result of the above, similarly situated clients could pay different fees. In addition, similar advisory
services may be available from other investment advisors for similar or lower fees. Our Chief
Compliance Officer remains available to address any questions that a client or prospective client may
have regarding advisory fees.
There are inherent conflicts of interest as a result of the different types of clients serviced and the fees
paid by those clients. We have policies and procedures designed to mitigate those conflicts.
As a standard practice, Riverbridge’s fee is billed quarterly in arrears as a percentage of the assets under
management, based on the average of the three month-end market values for the quarters ending on
March 31, June 30, September 30 and December 31.
The following illustrates our standard quarterly in arrears fee calculation method:
Market Value x Quarterly Fee Rate = Quarterly Fee
Market Value = The average of the three month-end values during a quarter will constitute the
account market value. If the account closes during the quarter, the market value of the last day
the agreement was in effect will be included in the month-end average calculation.
Quarterly Fee Rate =
Annual Fee Rate
4
New and Closing accounts
If the agreement is not in effect for a full calendar quarter, the fee rate for a partial calendar
quarter shall be determined as follows:
Quarterly Fee Rate x Number of days in quarter in which agreement was in effect
Total number of days in calendar quarter
Cash Flows
There will be no additional adjustment for contributions or withdrawals made to the account
during the quarter.
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At the client's request, their management fee may be billed monthly or may be billed in advance. In the
event of termination, Riverbridge will refund any unearned portion of the advanced fee paid based upon
the number of days remaining in the billing period. We use unaffiliated vendors in an effort to ensure
fair valuation of the assets under management. We use valuation according to our portfolio accounting
system for purposes of fee calculation unless the client requests a different calculation method.
Riverbridge may bill a flat fee for advisory services on assets not under our management.
Riverbridge enters into performance-based fee arrangements with certain clients that are “qualified
clients” in accordance with the requirements of Rule 205-3 under the Investment Advisors Act of 1940.
(see Performance-Based Fees in Item 6). Common examples of a performance-based fee arrangement
are as follows. Riverbridge’s fees consist of a base fee of .50% of assets under management plus: An
incentive fee shall be earned by Riverbridge in any calendar year in which the value of the account
increases by more than 5% (adjusted for any and all additions or withdrawals). The incentive fee
amount shall be 20% of the excess appreciation (above 5%) as long as the account value has reached a
new “high water mark” at that point in time. Or an incentive fee shall be earned in any quarter in which
the gross-of-fee return of the account exceeds the applicable benchmark return (adjusted for any and all
additions or withdrawals), on a five-year rolling average.
The Riverbridge’s Investment Advisory Agreement and the custodial clearing agreement may authorize
the custodian to debit the client account for the amount of our investment advisory fee and to directly
remit that management fee to us in compliance with regulatory procedures. The client may choose to
be billed directly. In the event that Riverbridge bills the client directly, payment is due upon receipt of
our invoice. The Investment Advisory Agreement between Riverbridge and the client will continue in
effect until terminated by either party by written notice in accordance with the terms of the Investment
Advisory Agreement. Upon termination, we shall debit the account or bill the client directly for the
portion of the unpaid advisory fee paid based upon the number of days that services were provided
during the billing quarter. Upon termination of a pre-paid fee account, we will refund the number of
days that services were not provided during the billing quarter.
Clients will pay certain other fees and expenses to third parties, not us, in connection with the
management of their account. As discussed in Item 12 below, broker-dealers may charge brokerage
commissions, transaction, and/or other fees for effecting certain types of securities transactions (i.e.,
including transaction fees for certain mutual funds and mark-ups and mark-downs for fixed income
transactions, etc.). When beneficial to the client, individual fixed-income and/or equity transactions
may be effected through broker-dealers with whom Riverbridge or the client have entered into
arrangements for prime brokerage clearing services, including effecting certain client transactions
through other SEC registered and FINRA member broker-dealers (in which event, the client will incur
both the transaction fee charged by the executing broker-dealer and a "trade-away" fee charged by the
custodian). These fees/charges are in addition to our investment advisory fee described at Item 5 and
Riverbridge does not receive any portion of those fees/charges. If Riverbridge invests client assets in
mutual funds, closed-end funds, business development companies, ETFs or with a sub-advisor, clients
will generally pay those customary fees charged directly by such funds or sub-advisor to their investors,
which typically include investment advisory fees incentive fees, fund operating expenses, distribution
and servicing fees, and other fees and expenses. Underlying fund and sub-advisor fees will vary
depending based on facts and circumstances of the fund or sub-advisor. Riverbridge’s advisory fee is in
addition to these fees and as a result, clients will pay two levels of advisory fees with respect to such
investments.
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Riverbridge reviews mutual fund share classes to determine what share class is most appropriate for the
client. A conflict of interest is created if Riverbridge 1) purchases a more expensive share class when a
less expensive share class is available and 2) related to the purchase, Riverbridge receives trailer fees,
other compensation or Rule 12b-1 fees (generally marketing and distribution expenses). If this is to
occur, Riverbridge must disclose the conflict of interest to the client and the related fees received.
If Riverbridge recommends shares of the Riverbridge Growth Fund to clients for whom such an
investment is suitable, Riverbridge will waive its separate advisory fee on those advisory client assets
invested in the Riverbridge Fund to avoid “double-dipping” on advisory fees. Riverbridge’s fees for
advisory services to the Riverbridge Mutual Fund are available in the Fund’s prospectus.
The Riverbridge Growth Fund is available on unaffiliated broker-dealer platforms where the broker-
dealer recommends investment in the Fund to its clients. Riverbridge may pay fees to these
intermediaries to compensate them for their distribution and service efforts. Starting in 2021,
Riverbridge agreed to pay a support fee to an intermediary. This fee is paid by Riverbridge, does not
include any ERISA or similar type assets in the computation of fees and does not grant any preferential
treatment.
Because Riverbridge does not physically custody client assets, clients will use a third-party custodian and
may pay fees charged by that custodian. To the extent a client’s custodian is also a broker-dealer and
provides transaction services, any such brokerage and other transaction costs are typically set forth in
the client’s agreement with the custodian. Please also see Item 12 below for information concerning
Riverbridge’s brokerage practices.
Item 6
Performance-Based Fees and Side-by-Side Management
Riverbridge provides investment advisory services to certain accounts on a Performance Fee basis in
accordance with Rule 205-3 of the Investment Advisers Act of 1940. Rule 205-3 permits a registered
investment adviser to enter into an agreement with certain sophisticated clients who have the capacity
to bear the potential additional risks of such a fee arrangement. An investment adviser can rely on Rule
205-3 only if the performance fee agreement is with “qualified clients.” The Rule includes in the
definition of “qualified clients”:
• natural persons and companies that have either at least $1.1 million under management with
Riverbridge immediately after entering into a performance fee agreement or a net worth at the
time the agreement is entered into in excess of $2.2 million excluding the value of the client’s
primary residence and the amount of debt secured by the property that is no greater than the
property’s current market value. Indebtedness secured by the primary residence will be
considered a liability if it exceeds the fair market value of the property or was incurred within
60 days before entering into the contract with Riverbridge; and
•
“qualified purchasers” which includes certain defined contribution retirement plans provided
they satisfy eligibility requirements. These requirements include specific decision-making
authorization of the trustee and aggregate discretionary investible plan assets of $25m or
greater.
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If a client enters into a performance fee arrangement with Riverbridge, the client will be required to
represent and/or warrant that they:
(1) are a “qualified client” as partially defined immediately above;
(2) understand that Riverbridge is relying upon such representation for compliance with Rule
205-3;
(3) understand that the Performance Fee will be an incentive for Riverbridge to make
investments that are riskier or more speculative than would be the case absent a Performance
Fee.
Such Performance Fee arrangements involve a sharing of any portfolio gains between the client and
Riverbridge. This creates an economic incentive for Riverbridge to take additional risks in the
management of a client portfolio that may be in conflict with the client’s current investment objective
and tolerance for risk. Because performance fee (incentive) arrangements permit Riverbridge to earn
compensation in excess of its standard asset-based fee schedule referenced at Item 5, the
recommendation that a client enter into a performance fee arrangement presents a conflict of interest.
No client is under any obligation to enter into a performance fee arrangement. Riverbridge’s Chief
Compliance Officer remains available to address any questions regarding this conflict of interest.
Such Performance Fee arrangements also create an incentive to favor higher-fee paying accounts over
other accounts that use the same investment strategy but only a charge an asset-based fee (known as
“side-by-side management”). This incentive could cause an investment adviser to allocate the “best”
investment opportunities only to the higher-fee account and the better-executed trades to the higher
fee account. Riverbridge has procedures addressing the allocation of investment opportunities and the
execution of client trades that are designed and implemented to ensure that all clients are treated fairly
and equally over time and that no client is systematically disadvantaged. Such procedures are generally
described in Item 12 below. Riverbridge reviews the investment performance of the performance-based
fee accounts against the performance of similar accounts to identify any differences caused by such
favoritism.
Item 7
Types of Clients
Riverbridge provides investment management services to institutions, corporations, partnerships,
pension and profit-sharing plans, foundations, charitable organizations, banks, investment companies,
collective investment trusts, pooled investment vehicles, individuals, trusts and estates. We generally
require a $2 million aggregate asset minimum for investment. See Item 5 for a further description of
our fees and the factors affecting the advisory fees.
Item 8
Methods of Analysis, Investment Strategies and Risk of Loss
Riverbridge’s investment advisory services are grounded in enduring fundamentals. Through our equity
investment process, we seek to invest in high-quality companies that demonstrate the ability to grow in
value over time. We build equity strategies or portfolios by identifying well-managed companies that
are diversified in their sources of earnings and have a sustainable competitive differentiation. Each
company demonstrates five building blocks of our philosophy:
•
Sound Culture & Management
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Strong Unit Growth
Strategic Market Position
Internally Financed Growth
•
•
•
• Conservative Accounting
Riverbridge generally invests in growth equity securities of companies of varying size, including small
and mid-capitalization companies.
Riverbridge invests in fixed income and other income securities with the objective of either stability or
income. Our stability fixed income strategy consists of a maturity laddered portfolio of high-quality
municipal bonds, U.S Treasury bonds, and bank certificates of deposit. Our Income strategies are
designed with the objective of providing high and stable income over various interest rate and business
cycles. We seek to achieve income stability through diversification of credit sectors (municipal,
corporate, and real estate), a mix of fixed and floating interest rate securities, and a judicious balance of
credit quality.
The income strategies invest in alternative income sectors like Closed-End Funds (CEFs), Business
Development Companies (BDCs) and Real Estate Investment Trusts (REITs) which provide additional
yield and opportunities not available in traditional fixed-income sectors. These vehicles often use
leverage which can enhance returns and risks.
We build our income portfolios by seeking to identify securities that generate high and sustainable
income and other attractive income and return attributes by using fundamental analysis that includes
assessment of the underlying investment portfolio’s bonds, loans and equity investments. Additional
elements of our income analysis include historical performance, experience and background of the
managers, loan origination and bond investment practices, governance, the securities price relative to
its net-asset-value, and distribution policy.
Our equity and income portfolios are aligned to a model portfolio. As a result, dispersion between
accounts is relatively small. Riverbridge seeks to outperform our portfolio benchmarks over longer
periods of time. Riverbridge’s portfolio turnover is generally less than 30% annually. The Riverbridge
portfolios generally seek to remain fully invested at all times; cash is a residual of our investment
process.
Riverbridge may customize portfolios to meet the client’s investment objectives. Customized portfolios
may be diversified across asset classes (stocks, mutual funds, bonds, cash, etc.).
Risks – Investing in securities involves risk of loss that clients should be prepared to bear. There is no
assurance that an investment will provide positive performance over any period of time. Past
performance is no guarantee of future results and different periods and market conditions may result in
significantly different outcomes. Material risks are set forth below, but this section does not attempt to
identify every risk, or to describe completely those risks it does identify.
Clients invested in the Riverbridge portfolios may experience a loss of principal. Volatility of financial
markets can expose our clients’ investments in our portfolios to market risk. Market risk may affect a
single issuer, industry, section of the economy or geographic region, or it may affect the market as a
whole. Securities of small and mid-capitalization companies and Closed-End Funds generally involve
greater risk than securities of larger capitalization companies because they may be more vulnerable to
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adverse business or economic developments. Securities of small and mid-cap companies and Closed-
End Funds may be less liquid and more volatile than securities of larger capitalization companies or the
market averages in general. Growth stock prices frequently reflect projections of future earnings or
revenues, and if earnings growth expectations are not met, their valuations may return to more typical
norms, causing their stock prices to fall.
Investing in the Enhanced Income strategy involves risk of loss and income generated is not guaranteed.
In addition to the general risks associated with fixed income and equity investing described elsewhere in
this Brochure, the following risks are particularly relevant: Interest Rate Risk - Changes in interest rates
may adversely affect the value of underlying credit investments and may also affect borrowing costs for
leveraged vehicles. Leverage Risk - Many CEFs, BDCs, and REITs utilize financial leverage to enhance
returns. The use of leverage may increase volatility and magnify both gains and losses. During periods of
market stress, leveraged vehicles may be forced to sell assets and repay debt to maintain leverage
compliance and result in losses.
Clients will be subject to the following additional risks to the extent these strategies or investments are
used in their accounts:
•
• Asset allocation risk: Asset allocation will vary by client and may result in different client account
returns when asset classes perform differently. Diversification and asset allocation do not
assure profit or protection against loss in declining markets.
Fixed income risks, including: interest rate risk, which is the chance that bond prices decline
because of rising interest rates; income risk, which is the chance that a strategy’s income will
decline because of falling interest rates; credit risk, which is the chance that a bond issuer will
fail to pay interest and/or principal in a timely manner, or that negative perceptions of the
issuer’s ability to make such payments will cause the price of that bond to decline; and call risk,
which is the chance that during periods of falling interest rates, issuers of callable bonds may
call (repay) securities with higher coupons or interest rates before their maturity dates. The
client would then lose the premium paid above the bond’s call price and if the repaid proceeds
were reinvested in fixed income securities it would likely be at a lower yield.
• Municipal bonds are subject to the following additional risks: legislative risk- the risk that a
change in the tax code could affect the value of tax-exempt interest income; and liquidity risk-
the risk that investors may have difficulty finding a buyer when they want to sell and may be
forced to sell at a discount to market value. Liquidity risk is greater for thinly traded securities
bonds which is often the case for bonds from small issues, infrequent issuers, lower rated
bonds, and bonds that have recently had their credit rating downgraded.
Risks exist if a sub-advisor is engaged by Riverbridge to manage certain assets. Risks associated with
sub-advisory relationships include but are not limited to changes in the sub-advisor’s leadership,
investment acumen, valuation methodology, internal controls and procedures, cybersecurity,
affiliations, and financial matters related to the sub-advisor.
Risks exist for business interruptions, including natural and unavoidable events, and cybersecurity
threats that may result in a delay of service or a breach of confidential information.
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Item 9
Disciplinary Information
Registered investment advisers are required to disclose all material facts regarding any legal or
disciplinary events that would be material to the client’s evaluation of their firm or the integrity of their
management. Riverbridge has no information responsive to this Item.
Item 10
Other Financial Industry Activities and Affiliations
Riverbridge serves as investment adviser to the Riverbridge Mutual Fund discussed above. If Riverbridge
recommends shares of the Riverbridge Growth Fund to clients for whom such an investment is suitable,
Riverbridge will waive its separate advisory fee on those advisory client assets invested in the Funds to
avoid “double-dipping” on advisory fees. As discussed below in Items 11 and 12, Riverbridge has
policies and procedures in place to address potential conflicts between the Funds and other client
accounts. Riverbridge has registered representatives of an unaffiliated broker/dealer, IMST Distributors,
LLC (Foreside), to market the Riverbridge Mutual Fund.
Similar to the Riverbridge Mutual Fund discussed above, Riverbridge will waive its separate advisory fee
on those advisory client assets invested in the Riverbridge CIT to avoid “double-dipping” on advisory
fees.
Item 11
Code of Ethics, Participation or Interest in Client Transactions and
Personal Trading
Riverbridge maintains an investment policy relative to personal security transactions. This investment
policy is part of Riverbridge’s overall Code of Ethics, which serves to establish a standard of business
conduct for all Riverbridge’s employees that is based upon fundamental principles of openness,
integrity, honesty and trust, a copy of which is available upon request. All employees must acknowledge
on an annual basis that they have complied and will continue to comply with the Code of Ethics. The
Code of Ethics requires all employees to preserve the confidentiality of information communicated by
our clients. It prohibits the use of material non-public information, the misrepresentation of services,
and the intentional spread of false information. In addition, the Code of Ethics requires the disclosure
by all employees to Riverbridge of any conflicts of interest that could interfere with their duty to
Riverbridge including outside business activities and political contributions. We will furnish a copy of
our Code of Ethics upon request.
It is the policy of Riverbridge that all employees of the firm have the duty to place the interest of the
client first and shall handle his or her personal securities transactions in such a manner as to avoid any
actual or potential conflict of interest or any abuse of position of trust and responsibility. All employees
must submit a trade authorization before a trade in a reportable security is placed. All transactions,
excluding ETFs, in a security with a market capitalization under $2 billion must be pre-cleared by a
member of the Investment Team and the Trading Desk. All employees must quarterly acknowledge all
reportable trades placed and initially and annually acknowledge all security holdings. No employee of
Riverbridge shall acquire any securities in an initial public offering. No employee of Riverbridge shall
acquire any securities in private placements without advance approval. Employees of Riverbridge may
allow the firm to manage their personal accounts in accordance with the Riverbridge portfolio models,
provided they have relinquished all trading authority to Riverbridge. The employee accounts managed
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by the firm will participate with clients in a particular transaction and will not receive preferential
treatment over the clients in the execution of this transaction.
Riverbridge employees provided the initial capital for the Riverbridge Growth Fund and as a result have
a material investment in the Fund. Certain conflicts related to this are addressed by Riverbridge’s
policies and procedures related to allocations of investment opportunities and aggregated trading, as
described in Item 6 and Item 12. Another conflict relates to the advice that might be given to clients to
invest in the Riverbridge Fund, e.g., that client investments are recommended only to add to the Fund’s
assets and support employee personal investments. Riverbridge requires employees to put client
interests first, however, and will ensure that any recommendation to invest in the Riverbridge Fund is
made only to clients for whom such an investment is suitable. Riverbridge’s Code of Ethics also requires
employees to obtain pre-approval of any personal transactions in the Riverbridge Growth Fund to
address any potential conflicts related to their knowledge of the Fund’s activities.
Item 12
Brokerage Practices
Riverbridge’s overriding objective in effecting portfolio transactions is to seek to obtain the best
combination of price and execution, subject only to any client direction to utilize a particular broker-
dealer for execution of transactions in that client's account. The best net price, giving effect to
brokerage commission, if any, and other transaction costs, is normally an important factor in this
decision, but a number of other factors may also enter into the decision. These include:
• our knowledge of negotiated commission rates currently available and other current
•
•
•
•
•
•
•
transactions costs;
the nature of the security being traded;
the size of the transaction;
the desired timing of the trade;
the activity existing and expected in the market for the particular security;
confidentiality;
the provision of brokerage and/or research services;
the execution, clearance and settlement capabilities of the broker or dealer selected and others
which are considered;
the responsiveness of any broker or dealer;
the financial responsibility of any broker or dealer; and
•
•
• our knowledge of actual or apparent operational problems of any broker or dealer.
Recognizing the value of these factors, our clients may pay a brokerage commission in excess of that
which another broker-dealer might have charged for effecting the same transaction. We periodically
review the general level of brokerage commissions paid and conduct sampling of client trades to
determine whether the trades were executed properly compared to available market data.
We maintain and periodically update a list of approved broker-dealers who, in the firm's judgment, are
generally able to provide best price and execution. Our traders are directed to use only broker-dealers
on the approved list except in the case of client designations or instructions from the investment team,
which approves and reviews brokerage relationships.
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With regard to the use of client commissions, also known as “soft dollars”, Riverbridge has adopted a
brokerage allocation policy embodying the concepts of Section 28(e) of the Securities Exchange Act of
1934 (Section 28(e)) and the related regulatory guidance. Section 28(e) permits an investment adviser
to cause an account to pay commission rates in excess of those another broker-dealer would have
charged for effecting the same transaction, if the adviser determines in good faith that the commission
paid is reasonable in relation to the value of the brokerage and research services provided. The
brokerage and research services we receive provide lawful and appropriate assistance to us in
performing our investment decision-making responsibilities. Where more than one broker or dealer is
believed to be capable of providing best execution with respect to a particular portfolio transaction, we
often select a broker or dealer that furnishes us research products or services. During the last fiscal
year, we received the following types of products and services:
• proprietary and third-party research reports;
•
•
research compilations; and
research conferences and seminars.
These selections are not pursuant to an agreement or understanding with any of the broker-dealers;
however, we do maintain an internal allocation procedure to identify those broker-dealers who have
provided us with research products or services, the research products or services they provided, and to
endeavor, consistent with our obligation to seek best execution, to direct sufficient commissions to
them to ensure the continued receipt of research products and services we feel are useful. Riverbridge
believes that research products or services received from broker-dealers benefit all of our accounts and
strategies and not solely the account or accounts which generate the commissions. Riverbridge does
not seek to allocate soft dollar benefits to client accounts proportionately to the soft dollar credits the
accounts generate.
When Riverbridge uses client brokerage commissions to obtain research or research services,
Riverbridge receives a benefit because it does not have to produce or pay for the research or research
services. As a result, Riverbridge will have an incentive to select a broker-dealer based on its interest in
receiving the research or other products or services, rather than on clients’ interest in receiving most
favorable execution. Because the use of client commissions to pay for research or brokerage services
for which Riverbridge would otherwise have to pay presents a conflict of interest, Riverbridge has
adopted policies and procedures concerning soft dollars, which address all aspects of its use of client
commissions and requires that such use be consistent with Section 28(e), as described above.
In seeking best execution, Riverbridge may select a broker-dealer that does not provide proprietary
research services to Riverbridge. When trading with non-proprietary research providing firms,
Riverbridge uses client commission arrangements to pay for research products and services that are
within Section 28(e). Commissions above the executing broker-dealer’s standard execution rate are
captured within Riverbridge’s established client commission arrangements (CCAs) and used to pay for
third party research.
Where Riverbridge receives both administrative/marketing benefits and research/brokerage services
from the broker-dealers, a good faith allocation between the administrative/marketing benefits and
research/brokerage services will be made, and Riverbridge will pay for any administrative/marketing
benefits with cash. Riverbridge will pay cash if benefits and services are unable to be separated for an
allocation. In making good faith allocations between administrative/marketing benefits and research/
brokerage services, a conflict of interest exists by reason of the allocation by Riverbridge of the costs of
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such benefits and services between those that primarily benefit Riverbridge and those that primarily
benefit clients.
To the extent that a certain group of Riverbridge’s clients are not available to pay for soft dollar benefits
(e.g., clients that direct brokerage commissions and wrap account program clients), clients who give
Riverbridge brokerage discretion will support a disproportionate share of Riverbridge’s soft dollar
benefits.
Riverbridge’s Chief Compliance Officer remains available to address any questions that a client or
prospective client may have regarding any of the above soft dollar and/or products and services
arrangements, and any corresponding perceived conflict of interest any such arrangement may create.
As indicated above, clients may direct Riverbridge (subject to certain conditions which may from time to
time be imposed by us) to effect portfolio transactions through particular broker-dealers. Such a
direction to utilize a particular broker-dealer may be conditioned by the client on the broker-dealer
being competitive as to price and execution of each transaction or may be a direction of a certain
percentage of total commissions. Riverbridge considers any client direction of brokerage to be a trade
restriction.
In the case of client accounts that are managed by a sub-advisor engaged by Riverbridge, brokerage
practices are defined and applied at the sub-advisory level, with due diligence conducted by Riverbridge.
In the case of client accounts that are maintained at broker-dealers, Riverbridge may have discretion to
select brokers or dealers other than the custodians when necessary to fulfill its duty to seek best
execution of transactions for clients’ accounts. However, brokerage commissions and other charges for
transactions not effected through the custodian typically are charged to the client. For this reason, it is
likely that most, if not all, transactions for such clients will be effected through the broker-dealer
custodian, as is the case with wrap programs. This results in such accounts essentially being treated as
directed brokerage accounts. Some custodian brokers may charge additional fees to client accounts per
account per allocation for Riverbridge’s use of its advanced execution services, such as access to the
custodian’s block trading desk for high-touch handling or when advanced order types are utilized to
achieve equivalent results. Riverbridge may use such services if deemed necessary in achieving best
execution, but will seek to maintain consideration for cost effective trading based on individual
custodian policies. Such additional fees will be charged directly to client accounts by the custodian and
Riverbridge will not receive any additional payment related to the use of such services. If such charges
are incurred related to accounts managed as part of a wrap fee program, the cost will be incurred by
Riverbridge instead of the wrap fee program client.
Clients sometimes wish to restrict or direct brokerage transactions to a particular broker-dealer in
recognition of custodial or other services (including, in some cases, referral of the client to Riverbridge
for investment advisory services) provided to the client by the broker-dealer. A client who chooses to
designate use of a particular broker-dealer on a "restricted" basis, should consider whether such a
designation may result in certain costs or disadvantages to the client. The client may pay higher
commissions on some transactions than might otherwise be attainable by Riverbridge, or may receive
less favorable execution of some transactions, or both. The directed broker-dealer firm may not be the
optimal firm to execute the order. As a result, orders may be executed above the ask price or below the
bid, which is sometimes worse than can be obtained by our trading department, which can tap various
pools of liquidity and multiple brokers and ECN's. Higher transaction costs adversely impact account
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performance. Additionally, the brokerage firm is not necessarily motivated to provide best execution, as
we cannot cancel the order and place it with another brokerage firm. A client who "restricts" brokerage
may also be subject to the disadvantages regarding aggregation of orders and allocation of new issues.
Accounts without brokerage directions will be aggregated together by Riverbridge for order placement
and may receive more favorable execution. Finally, performance returns for restricted accounts may
differ from the composite portfolio performance results delivered by us due to a variety of reasons
including, but not limited to, quality of execution, trade dates, average account size, and differences in
fee structures. In determining whether to instruct us to utilize a particular broker or dealer on a
"restricted" basis in recognition of such services, the client may wish to compare the possible costs or
disadvantages of such an arrangement with the value of the custodial or other services provided.
If model changes cross multiple strategies transacting in the same security, the strategies are
randomized for order placement. For all the firm’s strategies, except Small Cap Growth and Smid Cap
Growth, we will trade accounts absent brokerage trade restrictions in the strategy’s model as a single
block order and concurrently start placing trades subject to brokerage trade restrictions in the order
dictated by the results of randomization. For the Small Cap Growth and Smid Cap Growth strategies, we
will initially trade accounts absent brokerage trade restrictions in the strategy’s model as a single block
order. Thereafter, we will place trades subject to brokerage trade restrictions in the order dictated by
the results of randomization.
We will trade accounts not containing brokerage trade restrictions in the strategy’s model as a single
block order where it deems this to be appropriate, in the best interests of clients and consistent with
Riverbridge’s fiduciary duties. The decision to aggregate is only made after Riverbridge determines that:
it does not intentionally favor any account over another; it does not systematically advantage or
disadvantage any account; Riverbridge does not receive any additional compensation or remuneration
solely as the result of the aggregation; and each participating account will receive the average share
price and will share pro rata in the transaction costs. These trades are modeled in our trading software,
and then executed simultaneously as a block. All fills are averaged into a single average price for the
block and allocated on a pro rata basis across all portfolios making the transaction. If a trade is only
partially completed, the trader allocates the shares on a pro-rata basis across all accounts, rounding as
necessary. Sometimes judgments must be made in the best interests of the clients. If a small amount of
shares were executed out of a larger order and there were many accounts involved in the initial order, it
may be unrealistic to spread the small amount of executed shares over all of the accounts. In this case,
the trader should consider the following:
-Allocate so as not to systematically favor one account
-Many bank domiciled accounts are charged per trade no matter what the size
-Be considerate of the broker and their cost of doing business
For non-pro rata allocation, the order management system’s randomizer selects the accounts to be
allocated for fills.
We will trade accounts in the strategy’s model subject to brokerage direction in the order dictated by
the results of randomization. Included within this randomization are wrap accounts and the
communication of model portfolio changes. When practically possible, we will include a restricted
account with the single block order when the executing broker and the restricted account broker are
one in the same. Portfolio changes involving thinly traded positions may possibly take several days or
weeks to implement, and therefore, extend the time of communication of the model portfolio changes.
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Form ADV Part 2A
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With respect to accounts where Riverbridge provides model portfolio recommendations to a program
sponsor, Riverbridge has no influence over when or even whether model changes are implemented.
Performance returns for model accounts and broker directed accounts may differ from the composite
portfolio performance results delivered by Riverbridge due to a variety of reasons including, but not
limited to, quality of execution, trade dates, average account size, and differences in fee structures.
The Riverbridge Fund and the mutual funds we sub-advise are traded like separately managed accounts
and receive the same fair allocation with no preferential treatment. Where consistent with best
execution, the mutual fund transactions will generally be executed with other client accounts
simultaneously as a block and allocated in an equitable manner according to our procedures.
Riverbridge does not effect securities transactions for any mutual funds through brokers in accordance
with any formula; nor do we effect securities transactions through brokers for selling shares of any
mutual fund we advise or sub-advise. However, broker-dealers who execute brokerage transactions
may effect purchase of shares of the Riverbridge Growth Fund for their customers.
It is the policy of Riverbridge that the utmost care is to be taken in making and implementing investment
decisions on behalf of client accounts. If we make an error in the trading process, we will work to
minimize the cost of the error with the best interests of our clients being central to the process.
Riverbridge will not realize a gain on an error, if any.
In the event that the client requests that we recommend a broker-dealer/custodian for execution
and/or custodial services (exclusive of those clients that direct us to use a specific broker-
dealer/custodian), we generally recommend Charles Schwab & Co., Inc. ("Schwab"); however, the client
retains the authority to open and maintain their account(s) at a custodian of their choice. The direct
cost to clients for Schwab's custodial services is based on the client’s custodial agreement with Schwab,
and may include additional fees for Riverbridge’s discretionary use of advanced execution services as
described above. Riverbridge’s Chief Compliance Officer remains available to address any questions
that a client or prospective client may have regarding the above arrangement and any perceived conflict
of interest such arrangement creates.
Accounts held at Charles Schwab & Co., Inc. (Schwab) that hold assets of $100,000 or more are eligible
for Prime Broker privileges. Prime Broker facilities allow us to place trades for clients through registered
representatives at broker/dealers (contra brokers) other than Schwab, and deliver the securities
purchased or sold versus payment to the client's account at Schwab. Contra broker trades are
reconciled by us. Schwab has a minimal charge to clear each of these transactions per account and
confirms those trades directly to the client. The use of Prime Broker facilities allows us the ability to
avoid the pitfalls of single sourcing client accounts of $100,000 or more with one custodian and
broker/dealer. By monitoring the distribution of commissions to various sources, we are able to ensure
an active, unbiased and crosschecked flow of market information at substantially equal commission
rates.
Brokerage firms also make available to Riverbridge other products and services that benefit the firm but
may not benefit its clients' accounts. Some of these other products and services assist Riverbridge in
managing and administering clients' accounts. These include software and other technology that:
• provide access to client account data (such as trade confirmations and account statements);
•
facilitate trade execution (and allocation of aggregated trade orders for multiple client
accounts);
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• provide research, pricing information and other market data;
•
facilitate payment of Riverbridge’s fees from its clients' accounts; and
• assist with back-office functions, recordkeeping and client reporting.
Many of these services generally may be used to service all or a substantial number of our accounts,
including accounts not maintained at the brokerage firm providing the service. Brokerage firms also
make available to Riverbridge other services intended to help us manage and further develop our
business enterprise. These services may include consulting, publications and conferences on practice
management, information technology, business succession, regulatory compliance and marketing. In
addition, these brokerage firms may make available, arrange and/or pay for these types of services
rendered to Riverbridge by independent third parties. The broker may discount or waive fees it would
otherwise charge for some of these services or pay all or a part of the fees of a third-party providing
these services to Riverbridge. While as a fiduciary, Riverbridge endeavors to act in its clients' best
interests, and our recommendation of a brokerage firm to our clients as a custodian of their accounts
may be based in part on the benefit to Riverbridge of the availability of some of the foregoing products
and services and not solely on the nature, cost or quality of custody and brokerage services provided by
the broker, which creates a potential conflict of interest.
Allocation of Investment Opportunities among Clients: Riverbridge provides investment management
services to a wide variety of accounts, including institutional clients, Collective Investment Trusts,
Riverbridge advised mutual fund, and sub-advised third party mutual funds. It is Riverbridge’s policy to
allocate suitable investment opportunities fairly and equitably to clients with the same or similar
investment objectives over time.
Riverbridge manages a number of accounts with the same or similar investment objectives and
strategies, some of which have an asset-based advisory fee and some of which have a Performance Fee,
as discussed in Item 6 above. This side-by-side management presents the conflict of interest of a direct
economic incentive to favor the higher-fee paying Performance Fee accounts.
A security will be suitable for an account if it is consistent with the investment objectives, strategies and
risk tolerance of the account and permitted by the investment restrictions and limitations applicable to
the account.
Where an investment opportunity is suitable for both asset-based fee accounts and Performance Fee
accounts, it is Riverbridge’s policy that all such accounts shall participate pro rata in the transaction,
subject to Riverbridge’s determination that participating in the transaction is not in the account’s best
interest for reasons such as:
Lack of available cash
•
• Net exposure to holding, industry or sector is higher than desired
•
Specific client restrictions, e.g., industry or sector limits
Riverbridge may invest in securities being offered in an initial public offering (“IPO” or “new issue”) or in
a secondary offering, if it determines that such an investment is desirable for one or more clients. In
making this judgment, Riverbridge shall consider, among other things, a client’s investment objectives,
restrictions and tax circumstances; a client’s tolerance for risk and high portfolio turnover; the nature,
size and investment merits of the IPO or secondary; the size of a client’s account and the client’s cash
availability and other holdings; and other current or expected competing investment opportunities
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Riverbridge Partners, LLC
Form ADV Part 2A
March 13, 2026
available for the account. Sometimes the demand for new issues exceeds the supply, and the amount of
certain new issues made available to Riverbridge may be limited. If Riverbridge is not able to obtain the
total amount of securities needed to fill all orders, Riverbridge allocates the shares actually obtained on
a pro rata basis. Based on the circumstances of the transaction, Riverbridge may establish a minimum
lot size and then allocate pro rata accordingly. All such allocations are monitored to ensure that clients
are treated fairly and equitably over time and that no clients are systematically disadvantaged.
Riverbridge’s participation in IPO’s is very infrequent because our investment process typically requires
multiple years of operating history in order to make an investment in a company.
Item 13
Review of Accounts
Riverbridge reviews client accounts on a periodic basis. We review our managed portfolios with our
client relationships in person, by telephone or by videoconference. Portfolio monitoring is conducted
on an ongoing basis to ensure compliance with clients’ investment guidelines.
As appropriate, we work with clients to develop a mutually agreed upon Investment Policy Statement.
Riverbridge clients are advised that it remains their responsibility to advise us of any changes in their
investment objectives and/or financial situation. Clients are encouraged to comprehensively review
investment objectives, account performance, and planning issues (to the extent applicable) with us on
an annual basis.
Individual accounts are divided among the Relationship Managers. All elements of client portfolios are
regularly reviewed by the Relationship Managers and our employees with regard to asset allocation,
restructuring and rebalancing, fundamental research and individual portfolio construction in accordance
with client objectives.
We offer quarterly written reports to our clients that include a portfolio appraisal and account
performance information. We provide this information electronically or, if the client prefers, in paper
format. We will also provide additional information upon the client’s request.
Item 14
Client Referrals and Other Compensation
Riverbridge does not maintain any active promoter arrangements. However, Riverbridge continues to pay
former promoters for prior introductions. Riverbridge has agreements with two unaffiliated third-party
firms for the past referral of advisory clients. Pursuant to these agreements, we have agreed to pay each
firm a percentage of all management fees we receive from clients it referred to us.
In the event that a promoter negotiates a separate and additional fee with the referred client, this
arrangement is between the promoter and the client. We will not receive any portion of this additional
fee. However, in this event, the client will pay more for our services as result of the introduction to us
by the promoter than had the client engaged our services directly, independent of the promoter.
Riverbridge’s Chief Compliance Officer remains available to address any questions that a client may have
regarding the above arrangements and any perceived conflict of interest such arrangement creates.
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Form ADV Part 2A
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Item 15
Custody
The funds and securities of our clients are held at unaffiliated custodians. Client assets (securities or
funds) must be sent or delivered directly to the client’s custodian and not to Riverbridge, or its
employees. Clients arrange for the custodian to deliver quarterly, or more frequent, account statements
directly to the client. Clients should carefully review these statements. We urge our clients to compare
the information provided to them in our quarterly reports to the information in the statements provided
to the client by the custodian. There may be a discrepancy between our portfolio value and the
custodian’s portfolio value reported to the client due to security valuation differences and other factors.
The custodian does not verify the accuracy of Riverbridge’s advisory fee calculation.
Although the funds and securities of our clients are held at unaffiliated custodians, there are certain
situations where Riverbridge is deemed to have custody for regulatory purposes and is required to be
disclosed at ADV Part 1, Item 9. Our withdrawal authority, as authorized by the client, is limited to
security trade settlement, payment of management fees and assistance with certain transactions.
Custodian-client agreements may grant Riverbridge additional withdrawal authority over client
accounts. Riverbridge does not consent to this additional withdrawal authority and clients must provide
instruction to the custodian to further withdraw or transfer client assets.
Item 16
Investment Discretion
Riverbridge receives discretionary authority in the investment management agreement executed with
the client at the outset of an advisory relationship. The accounts over which Riverbridge exercises
investment discretion may include investment restrictions and guidelines directed by clients. These
restrictions and guidelines customarily impose limitations on the types of securities that may be
purchased and also generally limit the percentage of account assets that may be invested in certain
types of securities. Additional policies may be set by a client’s board or investment committee.
Riverbridge, or an engaged sub-advisor, is generally authorized to make the following determinations
consistent with the client’s investment goals and policies, without client consultation or consent before
a transaction is effected: which securities are bought and sold for the account, the total amount of such
purchases and sales, the brokers or dealers through which transactions will be executed, and the
commission rates paid to effect the transactions. We have full discretionary authority as agent to buy,
sell, exchange, convert or otherwise trade the securities and other investments in the account.
Item 17
Voting Client Securities
Unless a client directs otherwise, in writing, Riverbridge will be responsible for directing the manner in
which proxies are voted on behalf of the accounts whose assets are managed by Riverbridge. The client
will maintain responsibility for securities class actions with the assistance from Riverbridge as further
described below.
Proxy Voting-It is the policy of Riverbridge to vote all proxies for the exclusive benefit of the accounts
whose assets are managed by Riverbridge, unless otherwise specifically provided in the agreement
between the client and Riverbridge. For most proposals, including those often considered “ESG”
proposals, those that maximize the value of portfolio securities over the long term will be approved. We
utilize the services of a proxy research firm approved by the investment team. Securities in client
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accounts will be voted based on recommendations received by the proxy research firm. Their
recommendations will be based on our proxy voting guidelines. We retain the ultimate authority in
voting the proxies in client accounts; therefore, we may override the recommendation by the proxy
research firm when casting votes.
In the rare case that we face a conflict of interest (such as voting on a security held in a company where
we also manage that company’s pension assets), we will vote solely in the interest of maximizing
portfolio assets over the long term. If a material conflict of interest exists, we will use an independent
third party to recommend how the proxy involving the conflict should be voted. Riverbridge may elect
to abstain from voting if it is determined that such action is in clients' best interests.
In the event a sub-advisor is engaged by Riverbridge to manage certain client assets, the sub-advisor
may vote the proxies for the benefit of the applicable accounts.
In certain cases, clients may enter into a securities lending arrangement with a third-party agent, such
as a custodian. When clients enter into securities lending arrangements, Riverbridge generally does
not recall securities on loan to vote proxies.
Clients may write or call us to obtain information on how proxies are voted in their account or to obtain
a copy of the firm's policies and procedures on proxy voting.
Class Actions-Riverbridge does not file securities class actions on the clients' behalf but will be available
to assist clients, including providing copies of confirmations or custodial statements, upon the client’s
reasonable request. Clients assume the sole responsibility of evaluating the merits and risks associated
with any class action settlement, therefore clients are responsible for filing proofs of claims. The
Company cannot provide legal advice and clients are encouraged to consult with their legal advisor
when filing claims in securities class actions suits.
The address to write for information on proxy voting or class actions is 80 South Eighth Street, Suite
1500 Minneapolis, MN 55402, and the phone number to call is 612-904-6200.
Item 18
Financial Information
Registered investment advisers are required to provide certain financial information or disclosures about
their financial condition. Riverbridge does not require the client to pay fees in advance. Additionally,
Riverbridge has no financial condition that impairs its ability to meet contractual commitments to clients
and has never been the subject of a bankruptcy proceeding.
Other Disclosure: ERISA Section 408(b)(2) Disclosure
Set forth below are certain disclosures responsive to the service provider disclosure requirements under
Section 408(b)(2) of ERISA. Riverbridge provides additional supplemental disclosures where required
based on the nature of the relationship.
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Riverbridge Partners, LLC
Form ADV Part 2A
March 13, 2026
Services
The United States Department of Labor has adopted certain new disclosure requirements relative to
ERISA plan providers, commonly referred to as ERISA 408(b)(2) requirements. Riverbridge provides
investment management services to our clients, including ERISA clients. Our Form ADV along with the
existing investment management agreement between the ERISA client and Riverbridge address the
scope of our services and limitations thereof, our fiduciary status, any conflicts of interest, and our
compensation method and sources. Riverbridge will vote ERISA client proxies, unless otherwise directed
by the ERISA client. This disclosure supplements our Form ADV and the investment management
agreement.
Status
Riverbridge Partners, LLC is a SEC-registered investment adviser under the Investment Advisers Act of
1940. If a client’s account managed by Riverbridge is part of an "employee benefit plan" subject to the
Employee Retirement Income Security Act of 1974 ("ERISA"), (a) assets of the client shall be deemed to
refer to assets of such plan; (b) the client represents and warrants to Riverbridge that the client is a
"named fiduciary" of such plan; that it has authority under such plan to appoint an "investment
manager"; and, that it has duly appointed Riverbridge as such "investment manager"; and, (c)
Riverbridge hereby acknowledges that it is, with respect to the performance of its agreed upon duties
concerning the ERISA client’s account, an "investment manager" and a “fiduciary" (as defined in Section
3(21) of ERISA).
Direct Compensation
Unless otherwise reflected in the investment management agreement between the ERISA client and
Riverbridge, the only source of direct compensation to Riverbridge under the agreement shall be the fee
paid to Riverbridge by the ERISA client. The fee amount as stated in the agreement may be debited
from the ERISA client account and paid to Riverbridge or may be paid directly to Riverbridge by the
ERISA plan. There may be additional fees incurred by the ERISA client for plan-related services that are
not provided by Riverbridge, including plan administration, professional services (i.e., accounting and
legal), and plan custody. The cost of any such other plan-related services(s) is not included as part of
Riverbridge’s compensation.
Indirect Compensation
Unless the ERISA client has directed trades to a certain broker, Riverbridge often selects a broker or
dealer that furnishes it research products or services, such as research reports, research compilations,
compilations of securities prices, earnings, dividends and similar data, computer databases, quotation
equipment and services, research-oriented computer software and services, and services of economic
and other consultants. These selections are not pursuant to an agreement or understanding with any of
the brokers or dealers. Riverbridge is not able to quantify the value of the soft dollar benefits to the
ERISA client’s account; however, the brokerage and research service received provides assistance to
Riverbridge in performing its investment decision-making responsibilities. Please see Item 12 for
additional information.
Riverbridge employees may receive gifts and entertainment, such as conference invitations, that are
customary and in line with industry practices. Riverbridge has a Gift & Entertainment Policy within its
Code of Ethics for employees.
Related Party Compensation
Riverbridge does not have related party compensation.
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Riverbridge Partners, LLC
Form ADV Part 2A
March 13, 2026
Termination Fees
Riverbridge does not charge an additional fee upon termination of the agreement. Upon termination of
a pre-paid fee account, Riverbridge will refund the number of days that services were not provided
during the billing quarter.
An ERISA client’s acceptance of services from Riverbridge serves as an acknowledgement of its receipt of
information responsive to the disclosure requirements of Section 408(b)(2) under ERISA reasonably in
advance of the execution of the applicable investment management agreement.
Questions
Riverbridge’s Chief Compliance Officer is available at 612-904-6200 or at compliance@riverbridge.com
to address any questions that a client or prospective client may have regarding the above disclosures
and arrangements.
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