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Part 2A of Form ADV: Firm Brochure
Office Address:
109 N Main St, Louisburg, NC 27549-9998
919-496-1511
Mailing Address:
P.O. BOX 505, Louisburg, NC 27549-9998
www.tarriverwealthplanning.com/
February 2, 2026
This Brochure provides information about the qualifications and business practices of Tar River
Wealth Planning, LLC (hereinafter “Tar River” or the “Firm”). If you have any questions about the
contents of this brochure, please contact the Firm at the telephone number listed above. 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. Additional information about
the Firm is available on the SEC’s website at www.adviserinfo.sec.gov. The Firm is a registered
investment adviser. Registration does not imply any level of skill or training.
Item 2: Material Changes
This Firm Brochure provides you with a summary of Tar River’s advisory services and fees,
professionals, certain business practices and policies, as well as actual or potential conflicts of
interest, among other things. This Item is used to provide our clients with a summary of new
and/or updated information; we will update this form with revisions based on the nature of the
information as follows.
1. Annual Update: We are required to update certain information at least annually, within 90
days of our firm's fiscal year end (FYE) of December 31. We will provide you with either a
summary of the revised information with an offer to deliver the full revised Brochure within
120 days of our FYE or we will provide you with our revised Brochure that will include a
summary of those changes in this Item.
2. Material Changes: Should a material change in our operations occur, depending on its
nature we will promptly communicate this change to clients (and it will be summarized in
this Item). "Material changes" requiring prompt notification will include changes of
ownership or control; location; disciplinary proceedings; significant changes to our
advisory services or advisory affiliates - any information that is critical to a client's full
understanding of who we are, how to find us, and how we do business.
The Firm Brochure is being updated as part of our annual updating amendment. The following
changes were made to this Firm Brochure since our annual amendment filing on 03/18/2025:
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Item 4: Advisory Business was updated to reflect assets under management as of
December 31, 2025.
Item 7: Types of Clients was updated to include retirement plans.
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Item 3: Table of Contents
Item 2: Material Changes ........................................................................................................... 2
Item 3: Table of Contents………………………………………………………………………………..3
Item 4: Advisory Business .......................................................................................................... 4
Item 5: Fees and Compensation ................................................................................................ 7
Item 6: Performance-Based Fees and Side-By-Side Management............................................. 8
Item 7: Types of Clients ............................................................................................................. 8
Item 8: Methods of Analysis, Investment Strategies and Risk of Loss ........................................ 9
Item 9: Disciplinary Information .................................................................................................12
Item 10: Other Financial Industry Activities and Affiliations .......................................................12
Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading .13
Item 12: Brokerage Practices ....................................................................................................13
Item 13: Review of Accounts .....................................................................................................15
Item 14: Client Referrals and Other Compensation ...................................................................15
Item 15: Custody .......................................................................................................................15
Item 16: Investment Discretion ..................................................................................................16
Item 17: Voting Client Securities ...............................................................................................17
Item 18: Financial Information ...................................................................................................17
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Item 4: Advisory Business
Description of Advisory Firm
Tar River Wealth Planning, LLC ("Tar River" or the “firm”) is a North Carolina Limited Liability
Company that was formed in 2023 to offer investment advisory services to individuals, high-net-
worth individuals, charitable organizations, and corporations. Through personal discussions in
which a client’s goals and objectives are established, we develop the client's personal investment
policy. We create and manage a portfolio based on that policy. Tar River seeks to thoroughly
understand each client’s goals and objectives including certain restrictions such as imposing
reasonable restrictions on investing in certain securities, types of securities, or industry sectors.
Tar River is wholly owned by Arturo Lumpkin, James “Tripp” Parker Lumpkin III, and Louis “Al”
Alfred Wheless III.
Advisory Services Offered
Tar River provides investment management to its clients on a discretionary and non-discretionary
basis. Tar River may implement its clients’ investment strategies via equities, exchange traded
funds, bonds, structured products, mutual funds, certificates of deposit, and other securities that
are selected by Tar River. For some clients, additional financial consulting and advice may be
provided in conjunction with discretionary investment management.
Tar River manages some of its client assets in separately managed accounts. In general,
pursuant to its standard investment management agreement, Tar River will be authorized to
exercise its best judgment in investing, reinvesting, and selling the cash and other securities in
each separately managed account in its discretion as well as through any of its outside managers.
Clients may also engage Tar River to advise on certain investment products that are not
maintained at their primary custodian, such as assets held in employer sponsored retirement
plans and qualified tuition plans. In these situations, Tar River will direct or recommend the
allocation of client assets among the various investment options available with the product. These
assets are generally maintained at the custodian designated by the product’s provider.
Financial Planning and Consulting
The Adviser also offers financial planning and consulting services, as described below. These
services may be provided as a stand-alone service or may be coupled with ongoing portfolio
management.
Financial planning may include advice that addresses one or more areas of a client’s financial
situation, such as estate planning, risk management, budgeting and cash flow controls, retirement
planning, education funding, and investment portfolio design and ongoing management.
Depending on a client’s particular situation, financial planning and consulting may include some
or all of the following:
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Gathering factual information concerning the client’s personal and financial situation;
Assisting the client in establishing financial goals and objectives;
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Analyzing the client’s present situation and anticipated future activities in light of the
client’s financial goals and objectives;
Identifying problems foreseen in the accomplishment of these financial goals and
objectives and offering alternative solutions to the problems;
Making recommendations to help achieve retirement plan goals and objectives;
Designing an investment portfolio to help meet the goals and objectives of the client;
Estate planning strategies;
Assessing risk and reviewing basic health, life and disability insurance needs; or
Reviewing goals and objectives and measuring progress toward these goals.
Once financial planning or consulting advice is given, the client may choose to have the Adviser
implement the client’s financial plan and manage the investment portfolio on an ongoing basis.
However, the client is under no obligation to act upon any of the recommendations made by the
Adviser under a financial planning engagement and/or engage the services of any recommended
professional.
Retirement Plan Consulting Services
The Adviser may provide retirement plan consulting services to employee benefit plans and their
fiduciaries based upon an analysis of the needs of the plans. In general, these services may
include existing plan review, design of an investment policy statement, asset allocation advice,
investment selection services, communication and education services, investment performance
monitoring, and/or ongoing consulting.
Services to Retirement and Pension Plan Participants
The Adviser may also provide investment advice directly to plan participants, but only as a non-
discretionary fiduciary. The Adviser provides participants with diversification strategies and
recommendations, and the participants will have the sole responsibility to execute the
transactions. In some cases, the Adviser may, after approval of the client, instruct the record-
keeper or third party administrator to execute recommendations on the client’s behalf.
From time to time, the Adviser will also meet with plan participants to provide general investment
education, which may include basic information regarding insurance products, mutual funds,
annuities, inflation, risk and diversification.
Sub-Advisory Services
Additionally, Tar River serves as a discretionary investment advisor (“Sub-Advisor”) to clients of
unaffiliated investment advisers (the “Intermediary”) participating in sub-advisory arrangements.
The client enters into an investment advisory agreement with the Intermediary and the
Intermediary has a separate master agreement with Tar River.
In most sub-advisory arrangements, the Intermediary is responsible for establishing the client’s
Investment Plan as well as consultations with the underlying client. Tar River provides
discretionary investment services that include ongoing monitoring and supervision of client
assets.
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Tar River receives a portion of the management fee charged to the client’s account by the
Intermediary as the Sub-Advisor to these arrangements. Tar River attempts to manage its sub-
advised accounts in the same manner as its direct accounts.
Insurance
We may offer our clients various insurance products based on their phase of life or financial
planning needs. Our representatives may recommend general types of insurance products, such
as fixed and fee based annuities, that are appropriate to the clients' situation.
Wrap Fee Programs
Tar River provides discretionary and non-discretionary investment management services on a
wrap fee basis in accordance with our investment management wrap fee program (the
“Program”). The services offered under, and the corresponding terms and conditions pertaining
to, the Program are discussed in the Wrap Fee Program Brochure, a copy of which is presented
to all prospective Program participants. Under the Program, Tar River is able to offer participants
discretionary and non-discretionary investment management services, for a single specified
annual Program fee, inclusive of trade execution, custody, reporting, account maintenance,
investment management fees. However, clients may be responsible for, but not limited to, trustee
fees, mutual fund expenses, ETF expenses, mark-ups, mark- downs, transfer taxes, fees charged
by independent managers and/or separately managed accounts, odd lot differentials, exchange
fees, interest charges, American Depository Receipt agency processing fees, and any charges,
taxes or other fees mandated by any federal, state or other applicable law or otherwise agreed to
with regard to client accounts. Such fees are in addition to any fees paid by the client to Tar River
and are between the client and the account custodian.
The terms and conditions for client participation in the Program are set forth in detail in the Wrap
Fee Program Brochure, which is presented to all prospective Program participants in accordance
with disclosure requirements. All prospective Program participants should read both our Brochure
and the Wrap Fee Program Brochure, and ask any corresponding questions that they may have,
prior to participation in the Program.
As indicated in the Wrap Fee Program Brochure, participation in the Program may cost more or
less than purchasing such services separately. When managing a client’s account on a wrap fee
basis, Tar River shall receive as payment for its asset management services, the balance of the
wrap fee after all other costs (including account transaction fees) incorporated into the wrap fee
have been deducted. As also indicated in the Wrap Fee Program Brochure, the Program fee
charged by Tar River for participation in the Program may be higher or lower than those charged
by other sponsors of comparable wrap fee programs.
There is no significant difference between how Tar River manages wrap fee accounts and non-
wrap fee accounts. However, as stated above, if a client determines to engage Tar River on a
wrap fee basis the client will pay a single fee for bundled services (i.e. investment advisory,
brokerage, custody). The services included in a wrap fee agreement will depend upon each
client’s particular need. If the client determines to engage Tar River on a non-wrap fee basis the
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client will select individual services on an unbundled basis, paying for each service separately
(i.e. investment advisory, brokerage, custody).
Assets Under Management
As of December 31, 2025, Tar River had approximately $259,542,797 under discretionary
management and $141,636,818 under management on a non-discretionary basis. Total
Regulatory Assets Under Management is $401,179,615.
Item 5: Fees and Compensation
AUM-Based Fee
Advisory fees based on a percentage of AUM are payable quarterly in advance or in arrears based
on the value of the account as of the last trading day of the prior calendar quarter. Fees will be
directly debited from the account in accordance with the client authorization in the Investment
Management Agreement. Tar River’s management fee ranges up to 1.35%. There is no required
account minimum.
Separate account managers or intermediaries may also be used to manage a portion of the
client’s assets. The separate account manager fee will be disclosed to the client and is in addition
to the Tar River management fee.
Billing Method
Fees are billed quarterly in advance or in arrears at the beginning of the calendar quarter based
on the valuation of the client account in accordance with the terms of Tar River's investment
management agreement.
Fees for accounts opened or closed during a billing cycle will be prorated based on the number
of days the account was open during the quarter.
Financial Planning and Consulting Fees
The Adviser generally charges a flat fee for financial planning and consulting components, which
is negotiated at the time of the engagement for such services and is normally based on the scope
of the engagement.
Retirement Plan Consulting Fees
In connection with its retirement plan consulting services, the Adviser charges annual asset-based
fees in accordance with the annual fees described above. Negotiated fees are generally based
on the value of the plan’s assets and the complexity of the plan. Fees are normally debited directly
from client account(s), unless other arrangements are made. Fees charged for retirement plan
consulting services may be charged in advance or arrears. Specific information regarding fee
billing will be set forth in the investment advisory agreement between the client and the Adviser.
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Services to Retirement and Pension Plan Participants Fees
When the Adviser provides investment advice to plan participants as a non-discretionary fiduciary,
these fees are negotiated with each plan participant at the time of the engagement for such
services and are normally based on the scope of the engagement.
Sub-Advisory Services
The fee schedules for clients participating in sub-advisory arrangements are negotiated between
the client and Intermediary.
In some arrangements, the Sub-Advisor’s Management Fee is paid directly by the client pursuant
to a separate advisory agreement executed between Sub-Advisor and the Intermediary’s client.
In other arrangements, the Sub-Advisor’s Management Fee is paid directly by the Intermediary.
Tar River may participate in both types of arrangements and may be paid directly by the
Intermediary’s client or may receive a portion of the Intermediary’s Management Fee.
Other Fees and Expenses
Tar River's fees do not include brokerage commissions or other fees or charges associated with
securities transactions implemented with or through a brokerage firm, mark-ups or mark-downs
in principal transactions, deferred sales charges, stock exchange fees, wire transfer or related
processing fees, transfer taxes or other charges mandated by law or regulation all of which will
be charged in addition to our fee. Clients may incur certain additional charges imposed by
custodians, brokers, third-party investment managers and other such fees, including charges
relating to the filing of certain tax forms, if required. Tar River does not receive any portion of any
of the foregoing expenses or fees. The fees charged by the custodian at which the client’s assets
are held may be higher than the fees imposed by other custodians. Please refer to Item 12,
Brokerage Practices below for more information regarding Tar River’s brokerage practices.
Item 6: Performance-Based Fees and Side-By-Side Management
Tar River does not currently charge performance-based fees or participate in side-by-side
management. Performance-based fees are generally based on a share of the capital gains or
capital appreciation of the client account assets. Side-by side management refers to the practice
of managing accounts that are charged performance-based fees while at the same time managing
accounts that are not charged performance-based fees.
Item 7: Types of Clients
Tar River provides investment advisory services to individuals, institutions, businesses, high-net-
worth individuals, retirement plans, charitable organizations, and corporations.
We have no requirement for minimum investable assets, which is discussed above in Item 5.
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Item 8: Methods of Analysis, Investment Strategies and Risk of Loss
8.A. Methods of Analysis and Investment Strategies
General Investment Strategies
Tar River generally applies fundamental analysis to determine the attractiveness of individual
securities or asset classes. We believe that fundamental value is the determinant of long-term
investment returns. Value can be found in many different and unique ways, rendering analysis a
complex and dynamic art.
Fundamental Analysis
Fundamental Analysis is conducted considering many factors, tangible and intangible, including
economic cycle; industry trends; traditional balance sheet; and cash flow analysis, as well as the
management of the company. Tar River believes that many factors can make a company or
security attractive, and that the process of portfolio construction and security selection is an art
form in judgment and prudence.
Factors that can have a bearing upon understanding an individual company’s valuation and may
render it attractive may include, but is not limited to: the company’s valuation in relation to all
factors considered, quality of industry, quality of underlying business, quality of management and
its leaders, the company’s culture, how the company can be affected by the current or future
economic cycle, financial strength and history, insider buying and selling, ownership of the
company’s securities, past and future potential growth of sales and earnings, dividend history and
dividend growth, interest rates and their effect on capital structure, all traditional financial metrics
and ratios, and liquidity.
Factors that can have an effect on asset class selection may include but is not limited to: economic
cycle and future probable direction, interest rate environment and trend, both institutional and
retail money flows, asset class valuation relative to its history, asset class valuation relative to its
alternatives, prudence of diversification, potential long term returns, and liquidity.
Investment Strategies
Portfolios are custom created to client’s individual needs and preferences. In general, an asset
allocation range will be established with consultation of the client and their needs, then securities
and asset classes are selected to meet the client’s objectives. Investment selections may include
but are not limited to: individual common and preferred stocks, US Treasuries, agency and
corporate bonds, municipal securities, MLPS, REITs, mutual funds, Exchange Traded Funds, and
certificates of deposit.
The Investment Committee will approve the selection of individual securities to represent the
acceptable universe of securities. The Portfolio Manager responsible for each client account will
then construct a portfolio for each account from that universe, considering the client’s needs and
economic circumstances. The Investment Committee will ratify the universe, any changes and
approve broad thematic or philosophical changes no less than quarterly.
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8.B. Material Risks of Investment Strategies
There is no guarantee of success of the investment strategies offered by Tar River. General
economic and market conditions, such as interest rate fluctuations, availability of credit, inflation
rates, changes in laws, and national and international political circumstances may adversely affect
client portfolios. These strategies do not employ limitations on particular sectors, industries,
countries, regions, or securities. Investors should also consider the risks discussed below.
Asset Allocation. The ability to make tactical adjustments to a longer-term strategic allocation is
critical. There is a risk that assets could be misallocated by Tar River or the sub-advisers engaged
by Tar River.
Market Risk. The profitability of a significant portion of Tar River’s recommendations may depend
on correctly assessing the future course of price movements of securities. There can be no
assurance that Tar River will accurately predict those price movements. Investing in securities
involve the risk of loss that clients should be prepared to bear.
Interest Rate Risk and Inflation Risk. Fluctuations in interest rates may cause investment prices
to fluctuate. For example, when interest rates rise, yields on existing bonds become less
attractive, causing their market values to decline. 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.
Tax Implications. Tar River’s strategies and investments may have unique and significant tax
implications. However, unless the firm specifically agrees otherwise in writing, tax efficiency is not
a primary consideration in the management of client assets. Regardless of client account size or
any other factors, Tar River strongly recommends that clients consult with a tax professional prior
to, and throughout, the investment process.
Risk of Loss. Investing in securities involves risk of loss. Tar River does not represent or
guarantee that its services, investment strategies or separate account managers, or third-party
money managers can or will predict future investment results, successfully identify the movement
of markets, or insulate clients from losses due to market conditions, corrections, or declines. Past
performance is not an indication or guarantee of the future performance of any investment.
Default Risk. The issuer or guarantor of a debt security or counterparty to the portfolio’s
transactions may be unable or unwilling to make timely principal and/or interest payments, or
otherwise may be unable or unwilling to honor its financial obligations. If the issuer, guarantor, or
counterparty fails to pay interest, the portfolio’s income may be reduced. If the issuer, guarantor,
or counterparty fails to repay principal, the value of that security and value of portfolio may decline.
Business Risks. Risks may be associated with a particular industry or company in which Tar
River may direct investments.
Reinvestment Risk. There is a risk that future proceeds from investments – primarily fixed
income securities may have to be reinvested at a potentially lower rate of return.
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8.C. Material Risks of Securities Used in Investment Strategies
Tar River’s investment policies and procedures are explained in the investment advisory
agreement. Typically, Tar River is granted latitude in making investment decisions with respect
to client portfolios. Portfolio investments generally involve a number of significant risks, including
but not limited to the risks discussed below.
Equity Risk. Equity securities generally refer to buying shares of stocks in return for receiving a
future payment of dividends and capital gains if the value of the stock increases. Stocks and other
equity-related instruments may be subject to various types of risk, including market risk, liquidity
risk, counterparty credit risk, legal risk, and operations risk. In addition, equity-related instruments
can involve significant economic leverage and may, in some cases, involve significant risk of loss.
“Equity securities” may include common stocks, preferred stocks, interests in real estate
investment trusts, convertible debt obligations, convertible preferred stocks, equity interests in
trusts, partnerships, joint ventures or limited liability companies and similar enterprises, warrants
and stock purchase rights. Equity securities fluctuate in value, and such fluctuations can be
pronounced. In general, stock values fluctuate in response to the activities of individual companies
and in response to general market and economic conditions. Accordingly, the value of the stocks
and other securities and instruments that a client holds may decline over short or extended
periods.
ETF and Mutual Fund Risk. When investing in an ETF or mutual fund, clients will bear additional
expenses based on the client’s pro rata share of the ETF’s or mutual fund’s operating expenses,
including the potential duplication of management fees. The risk of owning an ETF or mutual fund
generally reflects the risks of owning the underlying securities the ETF or mutual fund holds. You
will also incur brokerage costs when purchasing ETFs.
Shorting and Hedging Strategies. Some of the Portfolio Managers with which Tar River will
invest may employ certain hedging techniques, principally short selling, directed primarily toward
reducing general market risks. Hedging against a decline in the value of a portfolio position
through short selling or other techniques does not eliminate fluctuations in the values of portfolio
positions or prevent losses if the values of such positions decline, but establishes other positions
designed to gain from those same developments, thus moderating the decline in the overall
portfolio value. Such hedging transactions, however, also limit the opportunity for gain if the value
of the portfolio position should increase. In addition, the degree of correlation between price
movements of the instruments used in a hedging strategy and price movements in the portfolio
position being hedged may vary. Insufficient correlation between hedged and hedging positions
may not only result in failing to protect Tar River against the risks sought to be hedged; but may
actually increase the magnitude of overall loss in the event of losses in the hedging positions. For
a variety of reasons, the Portfolio Managers with which Tar River invests may not seek or be able
to establish a sufficiently accurate correlation between such hedging instruments and the portfolio
holdings being hedged. Some may not endeavor to hedge their portfolios whatsoever or may do
so on only a limited basis. As a general matter, Tar River’s portfolio will be exposed to basic issuer
risk and other risks attendant to their investment strategies and to particular investments in their
portfolio funds, which risks will not be generally hedged.
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Lack of Liquidity. Tar River may direct investments in particular securities which are relatively
large as compared to their trading volume or overall market capitalization. Such positions may at
times prove more difficult to sell in a timely or efficient manner and could thus impair to some
extent, Tar River’s ability to fully realize portfolio gains or limit losses. Tar River does not intend
to generally limit investments to issues of any particular minimum capitalization and may, in fact,
focus upon smaller capitalization stocks when such securities appear to afford greater
appreciation potential. Such securities often have less liquidity than large capitalization issues.
Investments may be made in securities that are subject to legal or other restrictions on transfer
or for which no liquid market exists. The market prices, if any, for such securities tend to be volatile
and Tar River may not be able to sell them when it desires to do so or to realize what it perceives
to be their fair value in the event of a sale. The sale of restricted and illiquid securities often
requires more time and results in higher brokerage charges or dealer discounts and other selling
expenses than do the sale of securities eligible for trading on national securities exchanges or in
the over-the-counter markets. Restricted securities may sell at a price lower than similar securities
that are not subject to restrictions on resale.
Private Company Risk. Companies in which clients invest may be in the early stages of growth,
and the performance of early-stage companies may be more volatile due to their limited product
lines, markets or financial reserves, their susceptibility to competitors’ actions, or major economic
downturns. Additionally, some of the companies in which Tar River invests may require a
significant investment of capital to support their operating or finance the development of their
products or markets and may be highly leveraged and subject to significant debt service
obligations, which could have a material adverse impact on Tar River’s investment.
Smaller Company Risk. Tar River may direct investments in companies with limited financial
resources that may be unable to meet their obligations under their securities, which may be
accompanied by deterioration in the value of their equity securities or any collateral or guarantees
provided with respect to their debt. Further, there may be little public information about such
companies. As a result, clients may have to rely on the ability of Tar River to obtain adequate
information for the purposes of evaluating potential returns and making fully informed investment
decisions.
Item 9: Disciplinary Information
Tar River does not have any disciplinary information to disclose.
Item 10: Other Financial Industry Activities and Affiliations
Broker-Dealer and Other Registrations
Neither Tar River nor its management persons are registered, nor do they have an application
pending to register, as a broker-dealer, futures commission merchant, commodity pool operator,
commodity trading adviser or an associated person of any of the foregoing.
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Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal
Trading
Tar River has adopted a Code of Ethics (the "COE"), which sets forth the standards of business,
ethical and fiduciary conduct required of all Tar River employees. All Tar River employees must
seek to avoid or mitigate activities, interests and relationships that might appear to interfere with
making decisions in the best interests of the firm's clients. Employees are required to disclose
material facts concerning any conflict that arises in order for Tar River to mitigate the conflict.
The COE includes various reporting, disclosure and approval requirements that are intended to
prevent actual and potential conflicts of interest with transactions in client accounts. While Tar
River encourages its employees and their families to develop personal investment programs, they
must not take any action that could cause even the appearance of impropriety. Accordingly, Tar
River employees are expected to conduct all personal securities transactions in accordance with
the firm's compliance procedures, including any pre-authorization and reporting requirements,
and to comply fully with the firm's insider trading policies and procedures, as well as the rules
pertaining to the receipts of gifts and gratuities and directorships. Because the COE would, in
some circumstances, permit employees to invest in the same securities as clients, there is a
possibility that employees might benefit from market activity by a client in a security held by an
employee. Employees are prohibited from front-running purchases and sales by and for clients
and, among other things, must obtain pre-clearance from the firm's Chief Compliance Officer
before participating in an IPO or a private placement.
A full copy of the COE is available to advisory clients and prospective clients upon request.
Item 12: Brokerage Practices
Selection of Brokers
Tar River generally recommends that clients utilize the brokerage and clearing services of
Raymond James. Tar River is neither a broker nor a broker-dealer and cannot execute securities
trades for its clients' accounts. In Tar River’s investment advisory agreement, the client will
indicate the selected broker and custodian for the client’s account.
In recommending brokers, Tar River seeks to obtain the best combination of price and execution
capabilities and considers such other factors as reputation and reliability, financial responsibility,
research, and other services, which may be offered by such broker-dealer. The client may be able
to receive similar services from another custodian and incur fees that are lower or higher than
those charged by Raymond James.
Tar River is independently owned and operated and not affiliated with Raymond James.
Tar River may "bunch" or aggregate purchase or sale orders for a number of its client accounts
in order to facilitate best execution and to reduce costs. If Tar River is not able to fully execute a
bunched order, securities in bunched transactions will be allocated to participating client accounts
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on a pro-rata basis in proportion to the size of the order originally placed for each account. Tar
River may, however, increase or decrease the number of securities allocated to each account, if
necessary, to avoid holding odd lot or small numbers of shares for particular clients.
While Tar River receives certain services customarily provided by custodians, such as software,
the firm does not currently have any soft dollar arrangements in place with custodians and broker
dealers through which Tar River receives research or other services based on commissions
generated in client accounts or the number of transactions effected for client accounts.
In fulfilling its duties to its clients, Tar River endeavors at all times to put the interests of its clients
first and does not believe that its recommendations regarding choice of custodian are influenced
by their provision to serve the firm. Many of the services described above may be used to benefit
all or a substantial number of client accounts, including accounts not maintained through
Raymond James. Tar River does not attempt to allocate these benefits to specific clients.
For Tar River client accounts not in the wrap fee program, custodians generally do not charge
separately for custody services but are compensated by account holders through commissions
and other transaction-related or asset-based fees for securities trades that are executed or that
settle into custodian accounts (i.e., transactions fees are charged for certain no-load mutual funds,
commissions are charged for individual equity and debt securities transactions). Tar River
custodians typically provide access to many no-load mutual funds without transaction charges
and other no-load funds at nominal transaction charges.
Directed Brokerage
Clients may direct Tar River to use a particular broker for custodial or transaction services on
behalf of the client’s portfolio. In directed brokerage arrangements, the client is responsible for
negotiating the commission rates and other fees to be paid to the broker. Accordingly, a client
who directs brokerage should consider whether such designation may result in certain costs or
disadvantages to the client, either because the client may pay higher commissions or obtain less
favorable execution, or the designation limits the investment options available to the client.
The arrangement that Tar River has with Raymond James is designed to maximize efficiency and
to be cost effective. By directing brokerage arrangements, the client acknowledges that these
economies of scale and levels of efficiency are generally compromised when alternative brokers
are used. While every effort is made to treat clients fairly over time, the fact that a client chooses
to use the brokerage and/or custodial services of these alternative service providers may in fact
result in a certain degree of delay in executing trades for their account(s) and otherwise adversely
affect management of their account(s).
By directing Tar River to use a specific broker or dealer, clients who are subject to ERISA confirm
and agree with the Adviser that they have the authority to make the direction, that there are no
provisions in any client or plan document which are inconsistent with the direction, that the
brokerage and other goods and services provided by the broker or dealer through the brokerage
transactions are provided solely to and for the benefit of the client’s plan, plan participants and
their beneficiaries, that the amount paid for the brokerage and other services have been
determined by the client and the plan to be reasonable, that any expenses paid by the broker on
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behalf of the plan are expenses that the plan would otherwise be obligated to pay, and that the
specific broker or dealer is not a party in interest of the client or the plan as defined under
applicable ERISA regulations.
Item 13: Review of Accounts
Certain staff members, including the CFO and CCO, review each client account on a regular basis
in addition to conducting annual meetings with the client. Reviews may be conducted more or
less frequently at the client's request. Accounts may also be reviewed as a result of major changes
in economic conditions, known changes in the client's financial situation and/or large deposits or
withdrawals in the client's account. These reports provide a review of the client's investment
portfolio, including a review of asset allocation and performance of account assets. Clients will
also receive brokerage transaction confirmations and monthly and/or quarterly statements from
the custodians of their assets.
Item 14: Client Referrals and Other Compensation
Tar River does not currently have any client referral arrangements and is not provided any other
compensation in connection with attracting and retaining clients that is not otherwise described in
this brochure. Neither Tar River nor any of its employees receives any economic benefit, including
sales awards or prizes, from non-clients for providing advisory services.
Item 15: Custody
Clients may elect to establish standing letters of authorization (SLOAs) that allow Tar River to
assist the client in disbursing funds from their custodial accounts to third parties. This practice
results in Tar River having custody over those clients’ cash and securities within the meaning of
the Investment Advisers Act of 1940, but Tar River is not required to subject those accounts to a
surprise examination by an independent public accountant based on guidance issued by the SEC.
As such, Tar River is considered to have custody over certain client accounts.
Client funds and securities are maintained at one or more Financial Institutions that serve as the
qualified custodian with respect to such assets. Such qualified custodians will send an account
statement to clients at least once per calendar quarter that typically details any transactions in
such account for the relevant period. Because the custodian does not calculate the amount of the
fee to be deducted, it is important for clients to carefully review their custodial statements to verify
the accuracy of the calculation, among other things. Clients should contact Tar River directly if
they believe that there may be an error in their statement.
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Item 16: Investment Discretion
Tar River generally has full discretionary investment authority for the selection of securities and
the amount of securities to purchase and sell for individual client accounts without advance client
approval. All clients are provided with a Discretionary Investment Advisory Agreement. By signing
the agreement, clients grant Tar River the authority to manage their account on a continuing basis
with respect to the investment and reinvestment of all cash and securities in the account and may
limit this authority by giving written instructions. However, Tar River does not have the authority
to withdraw cash or securities from client accounts, except as authorized by the client for payment
of Tar River’s fees.
Tar River has non-discretionary authority regarding separate account managers private deals.
Tar River recommends separate account managers to clients wishing to expand their private and
limited offering holdings.
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Item 17: Voting Client Securities
Tar River does not vote proxies with respect to the securities held in client accounts. The
custodian of the client’s assets will send all proxies directly to the client, so that the client may
vote the proxies. Raymond James can also vote proxies on behalf of client accounts in the AMS
Managed Program Clients may contact the Adviser with questions relating to proxy procedures
and proposals; however, the Adviser generally does not research particular proxy proposals.
Item 18: Financial Information
18.A. Advance Payment of Fees
Tar River does not require or solicit the prepayment of more than $1,200 in fees six months or
more in advance of services rendered.
18.B. Financial Condition
Tar River does not have a financial condition that is reasonably likely to impair its ability to meet
contractual commitments to clients.
18.C. Bankruptcy Proceedings
Tar River has not been the subject of a bankruptcy petition at any time during the past ten
years.
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