This Disclosure document is being offered to you by James River Asset Management, LLC (“JRAM” or “Firm”) about the investment advisory services we provide. It discloses information about our services and the way those services are made available to you, the client. We are an investment management firm located in Midlothian, Virginia. We specialize in investment advisory services for individuals, high net worth individuals, employee sponsored retirement plans, charitable organizations, trusts and estates. James River Wealth Advisors was formed and is under common control with James River Asset Management. Our Firm became a registered investment adviser in April 1995. We are an employee owned firm with Lucas Swygard serving as the sole Managing Member. We are committed to helping clients build, manage, and preserve their wealth, and to provide assistance that helps clients to achieve their stated financial goals. We will offer an initial complimentary meeting upon our discretion; however, investment advisory services are initiated only after you and JRAM execute an Investment Management Agreement. Investment Management Services We manage advisory accounts on a discretionary and non-discretionary basis. For discretionary accounts, once we have determined a profile and investment plan with a client, we will execute the day to day transactions without seeking prior client consent. Account supervision is guided by the written profile and investment plan of the client. We may accept accounts with certain restrictions if circumstances warrant. We primarily allocate client assets among various equities, Exchanged Traded Funds (“ETFs”), n o-load mutual funds and debt securities in accordance with their stated investment objectives. All of which are considered asset allocation categories for the client’s investment strategy. During personal discussions with clients, we determine the client’s objectives, time horizons, risk tolerance and liquidity needs. As appropriate, we also review a client’s prior investment history, as well as family composition and background. Clients complete a financial fact finder and financial attitudes questionnaire. Based on client needs, we develop a client’s personal profile and asset allocation model. We then create and manage the client’s investments based on that policy and plan. It is the client’s obligation to notify us immediately if circumstances have changed with respect to their goals. FORM ADV 2A Brochure Page 5 Once we have determined the types of investments to be included in your portfolio and allocated them, we will provide ongoing investment review and management services. This approach requires us to periodically review your portfolio. With our discretionary relationship, we will make changes to the portfolio, as we deem appropriate, to meet your financial objectives. We trade these portfolios based on the combination of our market views and your objectives, using our investment process. We tailor our advisory services to meet the needs of our clients and seek to ensure that your portfolio is managed in a manner consistent with those needs and objectives. You will have the ability to leave standing instructions with us to refrain from investing in particular industries or invest in limited amounts of securities. If a non-discretionary relationship is in place, the Firm will call the client and present the recommendation. The Firm will not take any action on the client’s behalf until the Firm receives client authorization. We do have limited authority to direct the Custodian to deduct our investment advisory fees from your accounts, but only with the appropriate written authorization from you. Where appropriate, we provide advice about any type of legacy position held in client portfolios. Typically, these are assets that are ineligible to be custodied at our primary custodian. Clients will engage us to advise on certain investment products that are not maintained at their primary custodian, such as annuity contracts and assets held in employer sponsored retirement plans and qualified tuition plans (i.e., 529 plans). You are advised and are expected to understand that our past performance is not a guarantee of future results. Certain market and economic risks exist that adversely affect an account’s performance. This could result in capital losses in your account. Disclosure Regarding Rollover Recommendations We are fiduciaries under the Investment Advisers Act of 1940 and when we provide investment advice to you regarding your retirement plan account or individual retirement account, we are also fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. We have to act in your best interest and not put our interest ahead of yours. At the same time, the way we make money creates some conflicts with your interests. FORM ADV 2A Brochure Page6 A client or prospect 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) rollover 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). Our Firm may recommend an investor roll over plan assets to an IRA for which our Firm provides investment advisory services. As a result, our Firm and its representatives may earn an asset-based fee. In contrast, a recommendation that a client or prospective client leave their plan assets with their previous employer or roll over the assets to a plan sponsored by a new employer will generally result in no compensation to our Firm. Our Firm therefore has an economic incentive to encourage a client to roll plan assets into an IRA that our Firm will manage, which presents a conflict of interest. To mitigate the conflict of interest, there are various factors that our Firm will consider before recommending a rollover, including but not limited to: (i) the investment options available in the plan versus the investment options available in an IRA, (ii) fees and expenses in the plan versus the fees and expenses in an IRA, (iii) the services and responsiveness of the plan’s investment professionals versus those of our Firm, (iv) protection of assets from creditors and legal judgments, (v) required minimum distributions and age considerations, and (vi) employer stock tax consequences, if any. Our Firm’s Chief Compliance Officer remains available to address any questions that a client or prospective client has regarding the oversight. Standard financial planning services are included within our investment management services at no additional fee. Participant Account Management (Discretionary) JRAM may use a third-party platform to facilitate management of held away assets such as defined contribution plan participant accounts, with discretion. The platform allows us to avoid being considered to have custody of Client funds since we do not have direct access to Client log-in credentials to affect trades. We are not affiliated with the platform in any way and receive no compensation from them for using their platform. A link will be provided to the Client

allowing them to connect an account(s) to the platform. Once Client account(s) is connected to the platform, Adviser will review the current account allocations. When deemed necessary, Adviser will rebalance the account considering FORM ADV 2A Brochure Page 7 client investment goals and risk tolerance, and any change in allocations will consider current economic and market trends. The goal is to improve account performance over time, minimize loss during difficult markets, and manage internal fees that harm account performance. Client account(s) will be reviewed at least quarterly and allocation changes will be made as deemed necessary. Financial Planning We offer financial planning services which typically involve providing a variety of advisory services to clients regarding the management of their financial resources based upon an analysis of their individual needs. These services can range from broad-based financial planning to consultative or single subject planning. If you retain our firm for financial planning services, we will meet with you to gather information about your financial circumstances and objectives. We may also use financial planning software to determine your current financial position and to define and quantify your long-term goals and objectives. Once we specify those long-term objectives (both financial and non-financial), we will develop shorter-term, targeted objectives. Once we review and analyze the information you provide to our firm and the data derived from our financial planning software, we will deliver a written plan to you, designed to help you achieve your stated financial goals and objectives. Financial plans are based on your financial situation at the time we present the plan to you, and on the financial information you provide to us. You must promptly notify our firm if your financial situation, goals, objectives, or needs change. As may be applicable, we may recommend additional comprehensive financial planning and consulting services for our clients in the special needs community, offered through our affiliate, Eli’s Village. (See Item 10 below for more details on this affiliation). Financial Consulting Services We offer financial consulting services that primarily involve advising clients on specific financial-related topics. The topics we address may include, but are not limited to, risk assessment/management, investment planning, financial organization, or financial decision making/negotiation. FORM ADV 2A Brochure Page8 Employer Sponsored Retirement Plan Services For employer-sponsored retirement plans with participant-directed investments, our firm provides its advisory services as an investment advisor as defined under Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). When serving as an ERISA 3(21) investment advisor, the Plan Sponsor and JRAM share fiduciary responsibility. The Plan Sponsor retains ultimate decision-making authority for the investments and may accept or reject the recommendations in accordance with the terms of a separate ERISA 3(21) Investment Advisor Agreement between JRAM and the Plan Sponsor. JRAM provides the following services to the Plan Sponsor:
• Screen investments and make recommendations.
• Monitor the investments regularly and suggests replacement investments when appropriate.
• Provide an annual investment report.
• Assist the Plan Sponsor in developing an Investment Policy Statement (“IPS”). We can also be engaged to provide financial education to Plan participants. The scope of education provided to participants will not constitute “investment advice” within the meaning of ERISA and participant education will relate to general principles for investing and information about the investment options currently in the Plan. We may also participate in initial enrollment meetings and periodic workshops and enrollment meetings for new participants. Third Party Money Managers (TPMM) JRAM maintains relationships with outside managers. JRAM periodically evaluates managers and would consider their use where appropriate to meet targeted client needs. Selected Managers are evaluated by JRAM for client use. These Managers are selected for your investments need to meet several quantitative and qualitative criteria established by JRAM. Among the criteria that may be considered are the Manager’s experience, assets under management, performance record, client retention, the level of client services provided, investment style, buy and sell disciplines, capitalization level, and the general investment process. You are advised and should understand that:
• A Manager’s past performance is no guarantee of future results;
• There is a certain market and/or interest rate risk which may adversely affect any FORM ADV 2A Brochure Page 9
• Manager’s objectives and strategies, and could cause a loss in a Client's account(s); and
• Client risk parameters or comparative index selections provided to JRAM are guidelines only and there is no guarantee that they will be met or not be exceeded. JRAM’s IARs shall be available to answer questions the client may have regarding their account and act as the communication conduit between the client and the Manager. Managers may take discretionary authority to determine the securities to be purchased and sold for the client. Neither JRAM nor its associated persons will have any trading authority with respect to clients’ managed account with the TPMM(s). All accounts are managed by the selected Manager and JRAM does not have any discretionary trading authority with respect to such accounts. Information collected by our firm regarding Managers is believed to be reliable and accurate, but JRAM does not necessarily independently review or verify it on all occasions. All performance reporting will be the responsibility of the respective Manager. Such performance reports will be provided directly to you and JRAM. JRAM does not audit or verify that these results are calculated on a uniform or consistent basis as provided by a Manager directly to JRAM or through the consulting service utilized by the Manager. JRAM has entered into agreements with independent Managers. Under these agreements, JRAM offers client’s various types of programs sponsored by these Managers. All third-party money Managers to whom JRAM will refer clients will be licensed as registered investment advisors by their resident state and any applicable jurisdictions or registered investment advisors with the Securities and Exchange Commission. Third-party managed programs generally have account minimum requirements that will vary from investment advisor to investment advisor. Account minimums are generally higher on fixed income accounts than equity-based accounts. A complete description of the Manager’s services, fee schedules and account minimums will be disclosed in the Manager’s Form ADV or similar Disclosure Brochure which will be provided to clients at the time an agreement for services is executed and account is established. Wrap Fee Program We do not sponsor or manage a Wrap Fee Program. FORM ADV 2A Brochure Page10 Assets As of December 31, 2023, our firm manages a total of $149,107,917 in assets under management. We manage $143,398,389 in discretionary assets and $5,709,528 in non- discretionary assets.