UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 14A
 
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
 
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HIGHWATER ETHANOL, LLC
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P.O. Box 96
24500 US Highway 14
Lamberton, MN 56152

NOTICE OF 20142016 ANNUAL MEETING OF MEMBERS
To be Held Thursday, March 6, 201410, 2016

To our members:

The 20142016 annual meeting of members (the “20142016 Annual Meeting”) of Highwater Ethanol, LLC (the “Company”) will be held on Thursday, March 6, 201410, 2016, at the American Legion, 106 1st Avenue West, Lamberton, MN 56152. Registration for the meeting will start at 8:30 a.m. The 20142016 Annual Meeting will commence at approximately 9:30 a.m. The Board of Governors encourages you to attend the meeting.

The purposes of the meeting are to: (1) Elect three (3) governors to the Board of Governors; (2) Provide an advisory approval of the Company's executive compensation called a "Say-on-Pay"; and (2)(3) Transact such other business as may properly come before the 20142016 Annual Meeting or any adjournments thereof.

The foregoing items of business are more fully described in the proxy statement accompanying this notice. If you have any questions regarding the information in the proxy statement or regarding completion of the enclosed proxy card, please call the Company at (507) 752-6160.

Only members listed on the Company's records at the close of business on January 21, 201427, 2016 are entitled to notice of the 20142016 Annual Meeting and to vote at the 20142016 Annual Meeting and any adjournments thereof. The proxy statement and proxy card are also available at www.highwaterethanol.com. To be certain that your membership units will be represented at the 20142016 Annual Meeting, please return your proxy card by 5:00 p.m. on Tuesday,Wednesday, March 4, 20149, 2016. However, proxy cards may still be accepted by the Company at any time prior to the polls officially closing.

All members are cordially invited to attend the 20142016 Annual Meeting in person. However, to assure the presence of a quorum, the Board of Governors requests that you promptly sign, date and return the enclosed proxy card, which is solicited by the Board of Governors, whether or not you plan to attend the meeting. Proxy cards are available on the Company's website at http://www.highwaterethanol.com and may be printed by the members. No personal information is required to print a proxy card. If you wish to revoke your proxy card, you may do so by voting in person at the 20132016 Annual Meeting or by giving notice to our CEO Brian Kletscher or our CFO Lucas Schneider, prior to, or at the commencement of the meeting. You may fax your completed proxy card to the Company at (507) 752-6162 or mail it to the Company at P.O. Box 96, 24500 US Highway 14, Lamberton, MN 56152. If you need directions to the meeting, please contact the Company using the information listed above.

By order of the Board of Governors,

/s/ David Moldan
Chairman of the Board
Lamberton, MN
January 31, 2014February 9, 2016




Highwater Ethanol, LLC
P.O. Box 96
24500 US Highway 14
Lamberton, Minnesota 56152
                
Proxy Statement
Annual Meeting of Members
Thursday, March 6, 201410, 2016

This proxy solicitation is being made by Highwater Ethanol, LLC (the "Company" or "Highwater"). The proxy statement and proxy card were prepared by the board of governors of the Company (the "Board") for use at the 20142016 annual meeting of members to be held on Thursday, March 6, 201410, 2016 (the "20142016 Annual Meeting"), and any adjournment thereof. The 20142016 Annual Meeting will be held at the American Legion, 106 1st Avenue West, Lamberton, MN 56152. Registration for the meeting will begin at 8:30 a.m. The 20142016 Annual Meeting will commence at approximately 9:30 a.m. This solicitation is being made by mail, however the Company may also use its officers, governors, and employees (without providing them with additional compensation) to solicit proxies from members in person or by telephone, facsimile or letter. Distribution of this proxy statement and the proxy card is scheduled to begin on or about January 31, 2014February 9, 2016.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

Q:    Why did I receive this proxy statement?

A:
The Board is soliciting your proxy to vote at the 20142016 Annual Meeting and any adjournments thereof because you were a member of the Company at the close of business on January 21, 201427, 2016, the record date, and are entitled to vote at the meeting.
                                                        
Q:
When and where is the 20142016 Annual Meeting?

A:
The 20142016 Annual Meeting will be held at the American Legion, 106 1st Avenue West, Lamberton, MN 56152 on Thursday, March 6, 201410, 2016. Registration for the meeting will begin at 8:30 a.m. The 20142016 Annual Meeting will commence at approximately 9:30 a.m.                                                

Q:What am I voting on?

A:You are voting on the election of three governors to our Board. You are also providing an advisory approval called a Say-on-Pay vote related to the Company's executive compensation arrangements.

Q:How many votes do I have?

A:
Members are entitled to one vote for each membership unit that they owned of record as of the close of business on January 21, 201427, 2016.                                                 
                                                        
Q:What is the Say-on-Pay Vote?

A:The Say-on-Pay vote is an advisory vote by the Company's members whereby the member can either endorse or not endorse the Company's system of compensating its executive officers. While the Say-on-Pay vote is not binding on the Board, the Board intends to take the vote into consideration in making future compensation awards to the Company's executive officers. The Company may also use the Say-on-Pay vote to engage our members in a discussion regarding the Company's system of compensating its executive officers.    

Q:What is the voting requirement to elect the governors and what is the effect of a abstention/withold?

A:
In the election of governors to our Board, the three nominees receiving the greatest number of votes relative to the votes cast for their competitors will be elected, regardless of whether any individual nominee receives votes from a majority of the quorum. Members do not have cumulative voting rights. Because governors are elected by plurality vote, a properly executed ballot marked ABSTAIN/WITHHOLD with respect to a nominee will not count FOR or AGAINST the nominee. Abstentions/withholds will be included when counting units to determine whether a sufficient number of the voting membership units are represented to establish a quorum.     
                                                

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Q:What is the voting requirement for the Say-on-Pay vote and what is the effect of an abstention?

A:
The advisory vote on executive compensation called the Say-on-Pay vote will be approved if the votes cast FOR the proposal exceed the votes cast AGAINST the proposal. A properly executed ballot marked ABSTAIN with respect to the proposal will not count FOR or AGAINST the proposal. Abstentions with respect to this proposal are counted for purposes of establishing a quorum.
Q:How many membership units are outstanding?

A:
On January 21, 201427, 2016, the record date, there were 4,9534,936 outstanding membership units.
                
Q:What constitutes a quorum?

A:
The presence in person or by proxy of members holding 30% of the total outstanding membership units, or 1,4861,481 membership units, constitutes a quorum. If you submit a properly executed proxy or appear in person at the 20142016 Annual Meeting, then your units will be counted as part of the quorum.

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Q:How do I vote?

A:
Membership units can be voted only if the holder of record is present at the 20142016 Annual Meeting and any adjournments thereof either in person or by proxy. You may vote using either of the following methods:

Proxy Card. The enclosed proxy card is a means by which a member may authorize the voting of his, her, or its membership units at the 20142016 Annual Meeting. The membership units represented by each properly executed card will be voted at the 20142016 Annual Meeting and any adjournments thereof in accordance with the member's directions. The Company urges you to specify your choices by marking the appropriate boxes on your enclosed proxy card. After you have marked your choices, please sign and date the enclosed proxy card and return it in the enclosed envelope or by fax to the Company at (507) 752-6162. To be certain that your membership units will be represented at the 20142016 Annual Meeting, please return your proxy card by 5:00 p.m. on Tuesday,Wednesday, March 4, 20149, 2016. However, proxy cards may still be accepted by the Company at any time prior to the polls officially closing. If you do not mark any choices on the proxy card for Proposal One, then the proxies will vote your units FOR the incumbent governors William Garth, David MoldanRussell Derickson, Ronald Jorgenson and Timothy VanDerWal.Michael Landuyt. If you do not mark any choices for Proposal Two-Say-on-Pay, then the proxies will vote your units FOR Proposal Two.

In person at the 20142016 Annual Meeting. All members may vote in person at the 20142016 Annual Meeting.

If membership units are owned jointly by more than one person, both personseach person who jointly owns the membership units must sign the proxy card in order for the units to be counted.
                                                        
Q:Do I have dissenters' rights, appraisal rights or similar rights?

A:Pursuant to Section 6.19 of the Company's Member Control Agreement, members have no dissenters' rights, appraisal rights or any similar rights.
                                                        
Q:    What can I do if I change my mind after I return my proxy?

A:    You may revoke your proxy by:
Voting in person at the 20142016 Annual Meeting;
Giving written notice of the revocation to our CEO, Brian Kletscher, CEO,or our CFO, Lucas Schneider, at the Company's office at P.O. Box 96, 24500 US Highway 14, Lamberton, MN 56152 prior to the 20142016 Annual Meeting; or
Giving written notice of the revocation to our CEO, Brian Kletscher, CEO,or our CFO, Lucas Schneider, at the commencement of the 20142016 Annual Meeting.                                                

Q:    What happens if I mark too few or too many boxes on the proxy card?

A:
If you do not mark any choices on the proxy card for Proposal One, then the proxies will vote your units FOR the incumbent governors William Garth, David MoldanRussell Derickson, Ronald Jorgenson and Timothy VanDerWal.Michael Landuyt. If you do not mark any choices for Proposal Two-Say-on-Pay, then the proxies will vote your units FOR Proposal Two. You may wish to vote for only one or two of the governor nominees. In this case, your vote will only be counted for the governor nomineenominee(s) you have selected. If you mark contradicting choices on the proxy card for a nominee, your votes will not be counted with respect to the governor nominee for whom you marked contradicting choices.

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selected. If you mark contradicting choices on the proxy card for a nominee or with regard to a proposal, your votes will not be counted with respect to the governor nominee or the proposal for whom you marked contradicting choices.

Each fully executed proxy card will be counted for purposes of determining whether a quorum is present at the 20142016 Annual Meeting.
            
Q:     What is the effect of a broker non-vote?

A:
While we do not believe that any of our units are held in street name by brokers, broker non-votes, if any, will count for purposes of establishing a quorum at the 20142016 Annual Meeting. A broker non-vote occurs when an individual owns units which are held in the name of a broker. The individual is the beneficial owner of the units, however, on the records of the Company, the broker owns the units. If the individual who beneficially owns the units does not provide the broker with voting instructions on non-routine matters, including the proposalproposals presented at the 20142016 Annual Meeting, this is considered a broker non-vote. For such non-routine matters, the broker cannot vote either way and reports the units as "non-votes." These broker non-votes function as abstentions under the our governing documents.


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Q:    Who can attend the 20142016 Annual Meeting?

A:
All members of the Company as of the close of business on the record date may attend the 20142016 Annual Meeting and any adjournments thereof.
                                                        
Q:
What is the record date for the 20142016 Annual Meeting?

A:
The record date for the 20142016 Annual Meeting is January 21, 201427, 2016.
                                                        
Q:Who will count the vote?

A:All votes will be tabulated by a qualified individual or firm appointed by the Company. That individual will separately tabulate votes and abstentions.
                                                        
Q:
How do I nominate a candidate for election as a governor to the Board for the 20152017 annual meeting?

A:
Three governor positions will stand for election at the 20152017 annual meeting. Nominations for governor positions are made by a nominating committee appointed by the Board.
  
In addition, a member may nominate a candidate for governor by following the procedures explained in Section 5.3(b) of the Member Control Agreement. Section 5.3(b) of the Member Control Agreement requires that written notice of a member's intent to nominate an individual for governor must be given, either by personal delivery or by United States mail, postage prepaid, to the Secretary of the Company not less than 45 calendar days nor more than 90 calendar days prior to the annual meeting of the Company at which such elections are to be held.

Each notice must include: (i) the name and address of the member who is making the nomination; (ii) a representation that the member is a holder of units entitled to vote at such meeting and the member intends to appear in person or by proxy at the meeting to nominate the person specified in the notice; (iii) the name, age, address and principal occupation or employment of each nominee; (iv) a description of all arrangements or understandings between the member and each nominee; (v) any other information regarding the nominee as would be required to be included in a proxy statement filed pursuant to the rules of the Securities and Exchange Commission; and (vi) the consent of the nominee to serve as a governor of the Company if so elected.
                                                        
Q:What is a member proposal?

A:A member proposal is your recommendation or requirement that the Company and/or the Board take action, which you intend to present at a meeting of the Company's members. Your proposal should state as clearly as possible the course of action that you believe the Company should follow. If your proposal is included in the Company's proxy statement, then the Company must also provide the means for members to vote on the matter via the proxy card. The deadlines and procedures for submitting member proposals are explained in the following question and answer. The Company reserves the right to reject, rule out of order, or take appropriate action with respect to any proposal that does not comply with these and other applicable requirements.                                                        

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Q:
When are member proposals due for the 20152017 annual meeting?

A:
In order to be considered for inclusion in the Company's 20152017 annual meeting proxy statement, member proposals must be submitted in writing to the Company by October 3, 201412, 2016 (approximately 120 days prior to the one year anniversary of the date of the mailing of the priorthis year's annual meeting proxy statement). The Company suggests that proposals for the 20152017 annual meeting of the members be submitted by certified mail-return receipt requested.

Members who intend to present a proposal at the 20152017 annual meeting of members without including such proposal in the Company's proxy statement must provide the Company notice of such proposal no later than December 17, 201426, 2016 (approximately 45 days prior to the one year anniversary of the date of the mailing of the priorthis year's annual meeting proxy statement). The Company reserves the right to reject, rule out of order, or take appropriate action with respect to any proposal that does not comply with these and other applicable requirements.

If the Company does not receive notice of a member proposal intended to be submitted to the 20152017 annual meeting by December 17, 2014,26, 2016, the persons named on the proxy card accompanying the notice of meeting may vote on any such

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proposal in their discretion, provided the Company has included in its proxy statement an explanation of its intention with respect to voting on the proposal.                                         

Q:Who is paying for this proxy solicitation?

A:The entire cost of this proxy solicitation will be borne by the Company. The cost will include the cost of supplying necessary additional copies of the solicitation materials for beneficial owners of membership units held of record by brokers, dealers, banks and voting trustees and their nominees and, upon request, the reasonable expenses of such record holders for completing the mailing of such materials and reports to such beneficial owners.                

PROPOSAL TO BE VOTED UPON

PROPOSAL ONE
ELECTION OF GOVERNORS

Nine elected governors comprise the Board. The Board is currently divided into three classes. Three governors are to be elected by the members at the 20142016 Annual Meeting and the terms of the remaining elected governors expire in either 20152017 or 2016.2018. Below is a chart showing when each elected governor's term expires.

20142016
Russell Derickson

Ronald Jorgenson

Michael Landuyt
2017William Garth
 David Moldan
 Timothy VanDerWalDavid Eis
20152018George Goblish
 Warren Pankonin
 Luke Spalj
2016Scott Brittenham
Russell Derickson
Ronald Jorgenson

The nominating committee has nominated William Garth, David Moldan,Russell Derickson, Ronald Jorgenson and Timothy VanDerWalMichael Landuyt for election to the Board at the 20142016 Annual Meeting. Mr. MoldanDerickson and Mr. VanDerWalJorgenson have served on the Board since our inception and Mr. Garth hasLanduyt served onas a member of our Board from May 2006 until February 2010. He was reappointed to the Board since November 2011.on December 17, 2014 to fill a vacancy. These nominees have indicated their willingness to serve if elected.

The following table contains certain information with respect to the nominees for election to the Board at the 20142016 Annual Meeting:
Name and Principal OccupationAge
 
Year First Became a Governor
If Elected, Term will Expire
William Garth, Director of Finance46November 20112017
David Moldan, Farmer53May 20062017
Timothy VanDerWal, Loan Officer47May 20062017
Name and Principal OccupationAge
 
Year First Became a Governor
If Elected, Term will Expire
Russell Derickson, Farmer
51May 20062019
Ronald Jorgenson, Farmer
56May 20062019
Michael Landuyt, Farmer
40May 20062019

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Biographical Information for Nominees

William Garth,Russell Derickson, Incumbent Governor and Nominee - Age 46

Mr. Garth has more than 19 years experience in the energy industry. He currently serves as the director of finance for Indeck Energy Services, Inc. where he oversees financial analysis, modeling, budgeting and marketing efforts. Mr. Garth has a successful track record in all aspects of energy project development including business development, project finance, acquisitions, contract restructuring and asset management. Prior to joining Indeck Energy Services, Inc., Mr. Garth was employed as a mechanical design engineer for the Superconducting Super Collider and as an industrial engineer for General Dynamics. He serves as a member of the board of directors for Big River Resources, LLC, Little Sioux Corn Processors, LLC and Cardinal Ethanol, LLC, a public company. Mr. Garth holds an MBA from the University of Dallas and a BSIE from Purdue University. Mr. Garth has served on our Board since November 2011 when he was appointed to fill a vacancy. He is a corporate representative of Indeck Energy Services, Inc., our largest member. He currently serves on our risk management committee. Mr. Garth was selected as a nominee based on his prior involvement with our Company and the ethanol industry and his business experience and because Mr. Garth is a corporate representative of Indeck Energy Services, Inc., our largest member.

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David Moldan, Chairman, Incumbent Governor and Nominee - Age 5351

For more than five years, Mr. MoldanRussell Derickson has been the presidentowned and treasurer of Moldan & Sons, Inc., amanaged his own farming operation, which produces corn and soybeans. He has also been an Agricultural Advisor and Warehouse Examiner for the Minnesota Department of Lamberton,Agriculture of St. Paul, Minnesota. Mr. MoldanDerickson attended theSouth Dakota State University of Minnesota of Waseca, Minnesota where he received his Associate's Degreea M.Ed in Applied ScienceAg Education and Diversified Ag Production.B.S. in Agricultural Education and Mechanized Agriculture. Mr. MoldanDerickson serves on the board of governors for Minnesota Soybean Processors. Mr. Derickson has served onas a member of our Board since the Company's inception. Mr. Moldan serves as chairman of our Board and is expected to continue to serve as chairman at the pleasure of the Board.May 2006. He also currently serves on our executive committee.governance, fixed assets and audit committees. Mr. MoldanDerickson was selected as a nominee based on his prior involvement with our Company and the ethanol industry and his agricultural and business experience.

Timothy VanDerWal,Ronald Jorgenson, Vice Chairman, IncumbantIncumbent Governor and Nominee - Age 4756

For more than tenfive years, Ronald Jorgenson has owned and operated his own farming operation. Mr. VanDerWalJorgenson attended the University of Minnesota of St. Paul, Minnesota. Mr. Jorgenson has been an ag loan officer at the Wanda State Bank, Wanda, Minnesota. He had workedserved as a beef enterprise consultant for the Land O Lakes Feed Divisionmember of Arden Hills, Minnesota prior to joining the bank. Mr. VanDerWal has served on our Board since the Company's inception.May 2006. Mr. VanDerWalJorgenson serves as our vice chairman of our Board and is expected to continue to serve as vice chairman at the pleasure of the Board. Mr. VanDerWal previously served as our principal financial officer from March 2008 until February 2009. He also currently serves on our audit committee as the chairman and serves on our risk management fixed asset and executive committees. Mr. VanDerWalJorgenson was selected as a nominee based on his prior involvement with our Company and the ethanol industry and his agricultural and business experience.
Michael Landuyt, Incumbent Governor and Nominee - Age 40

For more than five years, Michael Landuyt has owned and managed Landuyt Land and Livestock, a farming operation in Walnut Grove, Minnesota, that buys and sells cattle and feed ingredients and produces corn. Mr. Landuyt served as a member of our Board from May 2006 until February 2010. He was reappointed to the Board in December 2014 to fill a vacancy. He currently serves on our governance and audit committees. Mr. Landuyt was selected as a nominee based on his prior involvement with our Company and the ethanol industry and his agricultural and business experience.

Required Vote and Board Recommendation

If you are entitled to vote and you do not submit a proxy card or attend the meeting or if you abstain from voting, your vote will not be counted either for or against any nominee because the governors will be elected by a plurality vote, meaning that those nominees receiving the greatest number of votes relative to the other nominees will be elected. Votes withheld or abstained for all governor nominees will be treated as present at the meeting for purposes of determining a quorum.

THE BOARD HAS DETERMINED THAT EACH NOMINEE IS QUALIFIED TO SERVE ASRECOMMENDS A GOVERNOR.VOTE FOR THE INCUMBENT GOVERNORS RUSSELL DERICKSON, RONALD JORGENSON AND MICHAEL LANDUYT. FOR EACH PROPERLY EXECUTED PROXY WHERE THE MEMBER DOES NOT MARK ANY CHOICES FOR GOVERNOR, THE PROXIES WILL VOTE FOR THE INCUMBENT GOVERNORS WILLIAM GARTH, DAVID MOLDANRUSSELL DERICKSON, RONALD JORGENSON AND TIMOTHY VANDERWAL.MICHAEL LANDUYT.

Biographical Information for Non-nominee Governors

Scott Brittenham,David Eis, Governor - Age 5547

For more thanthe past five years, Scott BrittenhamMr. Eis has been presidentengaged in agricultural production which includes raising corn, soybeans and CEOfeeder cattle. He is a member of Clean Energy Capital LLC (formerly Ethanol Capital Management, LLC) who is the manager of Highwater Investment Partner, LLC, our second largest member.Minnesota State Cattlemen, Redwood Area Cattlemen and the Minnesota Corn and Soybean Growers Association. Mr. Brittenham's duties of president and CEO include actively managing the employees who prepare, audit or evaluate financial statements. His experience in the financial services industry has provided him with the experience and knowledge to evaluate financial statements. Mr. Brittenham has over 30 years of experience in the investment business with experienceEis was employed as a managing directorcrop insurance adjuster for Rural Community Insurance Services until March of leading Wall Street investment banks including Salomon Brothers, Credit Suisse, Prudential Securities, and Bear Stearns & Co. Mr. Brittenham serves as the chairman of the audit committee for Advanced BioEnergy, LLC, a public company. Mr. Brittenham also serves on the board of directors and the audit committee for East Kansas Agri-Energy, LLC. Additionally, Mr. Brittenham serves as a trustee for the University of Nebraska.

On September 16, 2005, Mr. Brittenham, as President of Fidelity Mortgage Corporation, entered into a consent order with the State of Washington Department of Financial Institutions Consumer Services Division prohibiting Mr. Brittenham from participating in the conduct of the affairs of any mortgage broker licensed by the State of Washington Department of Financial Institutions or any mortgage broker exempt from such licensing requirements for a period of ten years.

Prior2014, when he left to being appointed to our Board in August 2009, Mr. Brittenham served on the Company's advisory board.expand his cattle operation. He currently serves on Independent School District 640-Wabasso Public School Board. Mr. Eis was appointed to the Board in June 2015 to fill a vacancy. He also currently serves on our audit committee. Mr. Brittenham is the corporate representative of Highwater Investment Partner, LLC, our second largest member.fixed assets and risk management committees.

Russell Derickson,William Garth, Governor - Age 4948

ForMr. Garth has more than five20 years Russell Dericksonexperience in the energy industry. He is currently the vice president of finance for Indeck Energy Services, Inc. where he oversees financial analysis, modeling, budgeting and marketing efforts. Mr. Garth has owneda successful track record in all aspects of energy project development including business development, project finance, acquisitions, contract restructuring and managed his own farming operation, which produces corn and soybeans. He has also been an Agricultural Advisor and Warehouse Examiner for the Minnesota Department of Agricultureasset management. Prior to joining Indeck Energy Services, Inc. in 1994, Mr. Garth was employed as

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of St. Paul, Minnesota. Mr. Derickson attended South Dakota State University where he received a M.Ed in Ag Educationmechanical design engineer for the Superconducting Super Collider and B.S. in Agricultural Education and Mechanized Agriculture. Mr. Dericksonas an industrial engineer for General Dynamics. He serves on the board of governors for Minnesota Soybean Processor. Mr. Derickson has served as a member of the board of directors for Big River Resources, LLC, Little Sioux Corn Processors, LLC and Cardinal Ethanol, LLC, a public company. Mr. Garth holds an MBA from the University of Dallas and a BSIE from Purdue University. Mr. Garth has served on our Board since May 2006.November 2011 when he was appointed to fill a vacancy. He is a corporate representative of Indeck Energy Services, Inc., our largest member. He currently serves on our fixed asset and audit committees.risk management committee.

George Goblish, Governor - Age 4446

For more than five years, George Goblish has been farming near Vesta, Minnesota where he currently raises corn and soybeans. He is also an Asgro/Asgrow/Dekalb/Monsanto seed dealer. Mr. Goblish attended Willmar Technical College where he received his Associate's Degree in Agricultural Production and Management. Mr. Goblish has served on our Board since May 2006. He currently serves on our fixed assetgovernance and audit committees. He previously served as our treasurer.

Ronald Jorgenson,David Moldan, Chairman, Governor - Age 5355

For the more than five years, Ronald JorgensonMr. Moldan has ownedbeen the president and operated his owntreasurer of Moldan & Sons, Inc., a farming operation. In addition,operation in Lamberton, Minnesota. Mr. JorgensonMoldan attended the University of Minnesota of St. Paul, Minnesota.Waseca where he received his Associate's Degree in Applied Science and Diversified Ag Production. Mr. JorgensonMoldan has served as a member ofon our Board since May 2006. Mr. Moldan serves as chairman of our Board and is expected to continue to serve as chairman at the pleasure of the Board. He also currently serves on our governance and audit committees.executive committee.

Warren Pankonin, Secretary, Governor - Age 7577

For more than five years, Warren Pankonin has owned and managed Minnesota Supreme Feeders, Inc., where he buys and sells cattle. He also crop farms with his son, Mark. Mr. Pankonin has served on our Board since May 2006. Mr. Pankonin serves as secretary of our Board and is expected to continue to serve as secretary at the pleasure of the Board. He also currently serves on our fixed assets, risk management and executive committees.

Luke Spalj, Treasurer, Governor - Age 4951

For more than five years, Luke Spalj has owned and operated Rice Lake Construction Group of Deerwood, Minnesota, which is a heavy industrial contractor specializing in water and wastewater treatment plants. Mr. Spalj has also been owner and director of Deerwood Bank Corp of Deerwood, Minnesota since 1997. Additionally, Mr. Spalj served as president of the Telecommunications and Cable TV Division of Quanta Services from January 2002 through 2004. Mr. Spalj has served on our Board since August 2009. Mr. Spalj serves as our treasurer and is expected to continue to serve as treasurer at the pleasure of the Board. He also currently serves on our fixed assetassets and executive committees.

Biographical Information Regarding Executive Officers and Key Employees

Brian Kletscher, Chief Executive Officer - Age 5254

Brian Kletscher was hired to serve as our Chief Executive Officer on November 6, 2008. Previously, Mr. Kletscher had served as chairman of the Board. Brian Kletscher served as county commissioner of Redwood County, Minnesota until January 2009. Mr. Kletscher's duties included but were not limited to, budgets, financial operations, approving capital purchases, personnel committee and building projects. Mr. Kletscher owned and operated Kletscher Farms until December 2008. Mr. Kletscher serves on the board of directors of Renewable Products Marketing Group and Minnesota Biofuels Association. Mr. Kletscher is expected to serve as our Chief Executive Officer indefinitely at the pleasure of the Board or until his earlier death, disability or resignation.

Lucas Schneider, Chief Financial Officer - Age 3234

Lucas Schneider was hired to serve as our Chief Financial Officer on December 3, 2012. Prior to his employment with Highwater, Mr. Schneider served as the Chief Financial Officer since December 2010 for Heron Lake BioEnergy, LLC, an ethanol plant located in Heron Lake, Minnesota. Previously, he served as the senior accountant of Heron Lake BioEnergy, LLC since November 2008 and as the staff accountant from March 2008 to November 2008. Mr. Schneider was a staff accountant at Gerber and Haugen, an accounting firm located in Slayton, Minnesota, from April 2007 to March 2008. Mr. Schneider holds a Bachelor of Science degree from Southwest Minnesota State University in Marshall, Minnesota. Mr. Schneider is expected to serve indefinitely at the pleasure of the Board or until his earlier death, disability or resignation.


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PROPOSAL TWO
ADVISORY VOTE ON EXECUTIVE COMPENSATION CALLED SAY-ON-PAY

The Company believes that our compensation policies and procedures are reasonable based on the size and complexity of the Company and are strongly aligned with the long-term interests of our members. Publicly reporting companies are required to present to their members the opportunity to provide an advisory vote on the Company's executive compensation program. We urge you to read the "EXECUTIVE COMPENSATION" section of this proxy statement, including the Company's Compensation Discussion and Analysis section, for details on the Company's executive compensation, including the Company's compensation philosophy and objectives compensation of our executive officers for the 2015 fiscal year. This advisory member vote, commonly known as "Say-on-Pay," gives you as a member the opportunity to endorse or not endorse our executive officer compensation program and policies through the following resolution:

"RESOLVED, that the members endorse the compensation of the Company's executive officers, as disclosed in the "Compensation Discussion and Analysis", the compensation tables, and the related disclosure contained under the caption "EXECUTIVE COMPENSATION" of this proxy statement."

Because your vote is advisory, it will not be binding on the Board. However, the Board will take into account the outcome of the vote when considering future executive compensation arrangements. We believe the Say-on-Pay proposal demonstrates our commitment to achieving a high level of total return for our members.

This proposal will be approved if the votes cast FOR the proposal exceed the votes cast AGAINST the proposal, regardless of whether either alternative receives approval from the members holding a majority of the membership units represented at the 2015 Annual Meeting and any adjournments thereof.

THE BOARD RECOMMENDS THAT YOU VOTE FOR ENDORSEMENT OF THE COMPENSATION OF OUR EXECUTIVE OFFICERS. FOR EACH PROPERLY EXECUTED PROXY WHERE THE MEMBER DOES NOT MARK ANY CHOICE, THE PROXIES WILL VOTE FOR THE APPROVAL OF PROPOSAL TWO.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
 
Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission ("SEC"). Except as indicated by footnote, a person named in the tables below has sole voting and sole investment power for all units beneficially owned by that person.

As of January 21, 201427, 2016, the following beneficial owners owned or held 5% or more of our outstanding units:
 
Title of Class 
Name and Address of
Beneficial Owner (1)
 
Amount and Nature of
Beneficial Ownership
 Percent of Class
Membership Units 
Indeck Renewable Energy, LLC(2)

 400 Units 8.1%
Membership Units
Highwater Investment Partner, LLC(3)

250 Units5.04%
   
(1)The address of each beneficial owner is deemed to be the address of the Company.Company at P.O. Box 96, 24500 US Highway 14, Lamberton, Minnesota 56152.
(2)William Garth, our governor, is employed by Indeck Renewable Energy, LLC as the director of finance. Mr. Garth was appointed by the Board in December 2011 to fill the vacancy left by the resignation of Rex Roehl.
(3)Clean Energy Capital, LLC is the manager of Highwater Investment Partner, LLC. Scott Brittenham, our governor, is the president and CEO of Clean Energy Capital, LLC.a vacancy.

Security Ownership of Management
 
As of January 21, 201427, 2016, members of our Board, former members of our Board, nominees and executive officers own membership units as follows:

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Title of Class 
Name and Address of
Beneficial Owner(1)
 Amount and Nature of Beneficial Ownership 
Percent of
Class
Membership Units 
Scott Brittenham, Former Governor(2)
 250131 Units 5.04%2.65%
Membership Units 
Russell Derickson, Governor
 11 Units *
Membership Units 
David Eis,Governor(3)
1 Unit*
Membership Units
William Garth, Governor (3)(4)
 400 Units 8.1%8.10%
Membership Units 
George Goblish,Governor(4)(5) Governor
 50 Units 1.01%
Membership Units 
Ronald Jorgenson, Vice Chairman and Governor
 1214 Units *
Membership Units 
Brian Kletscher, CEO
 8 Units *
Membership Units 
Michael Landuyt, Governor
3 Units*
Membership Units
David Moldan, Chairman
and Governor
 9 Units *
Membership Units 
Warren Pankonin,(5)
Secretary and Governor(6)
 165 Units 3.33%3.34%
Membership Units 
Lucas Schneider, CFO
 0 Units *
Membership Units 
Luke Spalj, Treasurer and Governor
 136.5 Units 2.75%2.77%
Membership Units 
Timothy VanDerWal, Vice
 Chairman andFormer Governor (6)(7)
 3 Units *
TOTAL:   1,044.5931.5 Units 21.09%19%

(*)     Indicates that the membership units owned represent less than 1% of the outstanding units.
(1)The address of each beneficial owner is deemed to be the address of the Company.
(2)This includes 250131 units owned by Highwater Investment Partner, LLC. Clean EnergyEthanol Capital LLCPartners, L.P. Mr. Brittenham is the manager of Highwater Investment Partner, LLC.Ethanol Capital Partners, L.P. Mr. Brittenham is the president and CEO of Clean Energy Capital, LLC.resigned from his position as governor in November 2014.
(3)Mr. Eis shares investment and voting power with his wife.
(4)This includes 400 units owned by Indeck Energy, LLC where Mr. Garth is employed as the director of finance.
(4)(5)GeorgeMr. Goblish shares investment and voting power with respect to 26 units with his wife.
(5)(6)WarrenMr. Pankonin shares investment and voting power with respect to 150 units with his wife.
(6)(7)TimothyMr. VanDerWal shares investment and voting power with respect to 3 units with his wife. Mr. VanDerWal resigned from his position as governor in March 2015.


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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company's officers and governors, and persons who own more than 10% of a registered class of the Company's equity securities, to file reports of ownership and changes in ownership with SEC. Officers, governors and greater than 10% beneficial owners are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file. To the Company's knowledge, based solely on a review of the copies of such reports furnished to the Company and written representations from our officers and governors, all Section 16(a) filing requirements were complied with during the fiscal year ended October 31, 20132015., except that David Eis filed a late Form 3.

BOARD OF GOVERNORS' MEETINGS AND INDEPENDENCE

The Board generally meets once per month. The Board held twelve regularly scheduled meetings during the fiscal year ended October 31, 2013.2015. During the fiscal year ended October 31, 2013,2015, each governor attended at least 75% of the aggregate of the total meetings of the Board and the total meetings held by all committees of the Board on which said governor served except Luke Spalj who attended at least 70%.served.

The Board does not have a formalized process for holders of membership units to send communications to the Board. The Board feels this is reasonable given the accessibility of our governors. Members desiring to communicate with the Board are free to do so by contacting a governor via our website, fax, phone or in writing. The names of our governors and their addresses are listed on the Company's website at www.highwaterethanol.com/board.htm or are available by calling the Company's office at (507) 752-6160.

The Board does not have a policy with regard to governors' attendance at annual meetings. Last year, all governors serving at the time of the annual meeting attended the Company's annual meeting with the exception of William Garth.Garth and Warren Pankonin. Due to this high attendance record, it is the view of the Board that such a policy is unnecessary.


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Governor Independence

All of our governors and governor nominees are independent, as defined by NASDAQ Rule 5605(a)(2), with the exception of Warren Pankonin and Luke Spalj. Mr. Pankonin is not considered independent because his company purchased distillers grains from the Company in excess of $120,000 in at least one of the last three fiscal years. Mr. Spalj is not considered independent due tobecause his ownership ofconstruction company, Rice Lake Construction which constructed ourGroup, received in excess of $120,000 from the Company in at least one of the last three fiscal years in connection with the construction of a water treatment facility.pipeline. In evaluating the independence of our governors, we considered the following factors: (i) the business relationships of our governors; (ii) positions our governors hold with other companies; (iii) family relationships between our governors and other individuals involved with the Company; (iv) transactions between our governors and the Company; and (v) compensation arrangements between our governors and the Company.

Board Leadership Structure and Role In Risk Oversight

The Company is managed by a Chief Executive Officer that is separate from the chairman of the Board. The Board has determined that its leadership structure is effective to create checks and balances between the executive officers of the Company and the Board. The Board is actively involved in overseeing all material risks that face the Company, including risks related to changes in commodity prices. The Board administers its oversight functions by reviewing the operations of the Company, by overseeing the executive officers' management of the Company, and through its risk management committee.

Code of Ethics

The Board has adopted a Code of Ethics that sets forth standards regarding matters such as honest and ethical conduct, compliance with the law, and full, fair, accurate, and timely disclosure in reports and documents that we file with the SEC and in other public communications. The Code of Ethics applies to all of our employees, officers, and governors, including our Chief Executive Officer and Chief Financial Officer. The Code of Ethics was filed as an exhibit to our annual report of Form 10-K filed with the SEC on January 29, 2013 and is also available free of charge on written request to Highwater Ethanol, LLC, 24500 US Highway 14, Lamberton, Minnesota 56152.

AUDIT COMMITTEE
    
The Company has a standing audit committee. The purpose of the audit committee is to monitor the integrity of the Company's financial reporting process and systems of internal controls. The audit committee appoints and monitors the independence and qualifications of the Company's independent registered public accounting firm, monitors the performance of the Company's internal audit function, provides an avenue of communication among the independent registered public accounting

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firm, management, and the Company's Board, and prepares an audit committee report to be included in the Company's annual proxy statement.

The audit committee of the Board operates under a charter adopted by the Board in 2008. A copy of the audit committee charter is available on the Company's website at www.highwaterethanol.com. Under the charter, the audit committee must have at least three members. Our audit committee members are currently Ronald Jorgenson, Scott Brittenham, Russell Derickson, George Goblish and George Goblish.Michael Landuyt. Ronald Jorgenson chairs our audit committee. Audit issues were specifically addressed by the audit committee during the fivefour audit committee meetings that were held during the fiscal year ended October 31, 20132015.

The audit committee is exempt from the independence listing standards because the Company's securities are not listed on a national securities exchange or listed in an automated inter-dealer quotation system of a national securities association or to issuers of such securities. Nevertheless, all of our audit committee members are independent within the definition of independence provided by NASDAQ rules IM-5605(a)(2) and IM-5605(c)(2). A governor would not be independent if they, or a family member, had been employed by the Company at any time during the last three years (unless such employment by a governor as an Executive Officer was on an interim basis, provided the interim employment did not last longer than one year), accepted any compensation from the Company in excess of $120,000 during the last three years, or was a partner in, or a controlling shareholder or an executive officer of any organization which had extensive business dealings with the Company. Additionally, governors serving on the audit committee must not have participated in the preparation of the Company's financial statements of the Company at any time during the last three years.

The Board has determined that Mr. Brittenham will serve as the audit committee'scommittee does not presently have a financial expert as definedbecause none of the current audit committee members satisfy the requirements set forth in Item 407 of Regulation S-K. Mr. Brittenham's qualificationsThe nominating committee intends to serve astake into account financial expertise in evaluating future nominees to the audit committee's financial expert are detailed in the section above entitled "Biographical Information for Non Nominee Governors."Board.

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Audit Committee Report

The following report of the audit committee shall not be deemed to be incorporated by reference in any previous or future documents filed by the Company with the SEC under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates the report by reference in any such document.

The audit committee reviews the Company's financial reporting process on behalf of the Board. Management has the primary responsibility for the financial statements and the reporting process. The Company's independent registered public accounting firm is responsible for expressing an opinion on the conformity of the audited financial statements to generally accepted accounting principles. The committee reviewed and discussed with management the Company's audited financial statements as of and for the fiscal year ended October 31, 2013.2015. The committee has discussed with McGladreyRSM US LLP its independent registered public accounting firm, the matters required to be discussed by Statement on Auditing Standards No. 61 Communication with audit committees, as amended, by the Auditing Standards Board of the American Institute of Certified Public Accountants and as adopted by the Public Company Accounting Oversight Board in Rule 3200T.Auditing Standard No. 16, Communications with Audit Committees. The committee has received from the independent registered public accounting firm written disclosures regarding the auditors' independence required by Public Company Accounting Oversight Board and the Independence Rule 3526, CommunicationCommunications with Audit Committees Concerning Independence, and has discussed with the independent registered public accounting firm, the independent registered public accounting firm's independence. The committee has considered whether the provision of services by McGladreyRSM US LLP, not related to the audit of the financial statements referred to above and to the reviews of the interim financial statements included in the Company's Forms 10-Q are compatible with maintaining McGladreyRSM US LLP's independence.

Based on the reviews and discussions referred to above, the audit committee determined that the audited financial statements referred to above be included in the Company's annual report on Form 10-K accompanying this proxy statement for the fiscal year ended October 31, 20132015.
 Audit Committee
 Ronald Jorgenson, Chair
 Scott Brittenham
Russell Derickson
 George Goblish
Michael Landuyt


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Independent Registered Public Accounting Firm

The audit committee has selected McGladreyRSM US LLP as its independent registered public accounting firm for the fiscal year November 1, 20132015 to October 31, 2014.2016. A representative of McGladreyRSM US LLP is expected to be present at the 20142016 Annual Meeting to respond to appropriate questions from the members and will have an opportunity to make a statement if they desire.desired.

Change in Independent Registered Public Accounting Firm

On April 24, 2013, the Company notified its independent registered public accounting firm, Boulay, Heutmaker, Zibell, and Co. P.L.L.P. (“Boulay”), of its dismissal as the Company’s independent registered public accounting firm. The decision to change the Company's independent registered public accounting firm was recommended and approved by the Company’s audit committee and also approved by the Company's Board.

Boulay’s reports on the Company’s financial statements for the fiscal years ended October 31, 2012 and 2011 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. During the fiscal years ended October 31, 2012 and 2011, and from November 1, 2012 to the date of Boulay's dismissal, there were no disagreements between the Company and Boulay on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to Boulay’s satisfaction, would have caused Boulay to make reference to the subject matter of the disagreement in connection with its report on the Company’s financial statements for such year, and there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.

The Company provided Boulay with the contents of the above disclosure and requested that Boulay furnish a letter addressed to the SEC stating whether it agreed with the statements made by the Company and if not, stating the respects in which it does not agree. A copy of the letter from Boulay to the SEC is filed as exhibit 16.1 to the Company's report on Form 8-K filed on April 26, 2013.

On April 26, 2013, the Company engaged McGladrey LLP as the Company’s new independent registered public accounting firm. This engagement was recommended and approved by the Company’s audit committee and also approved by the Company's Board.

Audit Fees
 
The fees charged by our principal independent registered public accounting firm, McGladreyRSM US LLP, during the last two fiscal years are as follows:
 
Category Fiscal Year Fees Fiscal Year Fees
Audit Fees 2013 $85,447
 2015 $99,800
 2012 $—
 2014 $96,284
Audit-Related Fees1
 2013 $1,750
Audit-Related Fees(1)
 2015 $965
 2012 $—
 2014 $—
Tax Fees(2) 2013 $190
 2015 $27,277
 2012 $—
 2014 $17,865
All Other Fees 2013 $—
 2015 $—
 2012 $—
 2014 $—
    1(1) Audit-related fees consist of review of draft agreementsSEC correspondence per the Company's request.
(2) Tax fees relate primarily to professional services rendered in connection with the preparation of the Company’s corporate income tax return along with planning and advice related to tangible asset and repair regulations and other general tax advice.


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Prior to engagement of the principal independent registered public accounting firm to perform audit and tax services for the Company, the principal accountant was pre-approved by our audit committee pursuant to the Company's policy requiring such approval. One hundred percent (100%) of all audit services, audit-related services and tax-related services were pre-approved by our audit committee. 

NOMINATING COMMITTEE
The nominating committee of the Board operates under a charter adopted by the Board in 2009. A copy of the nominating committee charter is available on the Company's website at www.highwatereathanol.com. Under the charter, the nominating committee must have at least three members. The members of the nominating committee during our fiscal year 20132015 were George

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Goblish,Ronald Jorgenson, Timothy VanDerWal and Michael Bents (who is not a member of our Board). The nominating committee held one meeting during the fiscal year ended October 31, 2013.2015. Currently, the members of the nominating committee are David Eis, George Goblish Ronald Jorgenson and Michael Bents.
Based upon the size of the Company and the Board's familiarity with the Company since inception, the Board has also determined that each of the governors is qualified to suggest nominees for consideration to the nominating committee. The major responsibilities of a nominating committee are to:
Develop a nomination process for candidates to the Board;
Establish criteria and qualifications for membership to the Board;
Identify and evaluate potential governor nominees;
Recommend nominees to the Board to fill vacancies on the Board;
Recommend nominees to the Board for election or re-election.

The following list represents the types of criteria the nominating committee takes into account when identifying and evaluating potential nominees:

Agricultural, business and financial background;
Accounting experience;
Community or civic involvement;
Independence from the Company (i.e. free from any family, material business or professional relationship with the Company);
Lack of potential conflicts of interest with the Company;
Examples or references that demonstrate a candidate's integrity, good judgment, commitment and willingness to consider matters with objectivity and impartiality; and
Specific needs of the existing board relative to any particular candidate so that the overall board composition reflects a mix of talents, experience, expertise and perspectives appropriate to the Company's circumstances.

The nominating committee is exempt from the independence listing standards because the Company's securities are not listed on a national securities exchange or listed in an automated inter-dealer quotation system of a national securities association or to issuers of such securities. However, each member of the nominating committee is independent under the NASDAQ definition of independence.
The nominating committee does not have a policy with regard to the consideration of diversity when identifying nominees. A

Although the nominating committee does not have a policy for receiving nominations for governor positions from the Company's members, the Company solicited nominations for individuals to stand for election at the 2016 Annual Meeting by posting a notice regarding member maynominations for governors in the Company's December 2015 newsletter which was distributed to the members and posted on the Company's website. The Company received the names of the three incumbents whose terms were expiring from the members to stand for election to the Company's Board at the 2016 Annual Meeting. The nominating committee determined to nominate those three candidates.

The Company believes that it is reasonable not to have a candidatepolicy for receiving nominations for governor positions from the Company's members because the Member Control Agreement provides a procedure for the members to nominate individuals to stand for election as governors. Notice of member nominations for candidates for governor must be given by following the procedures explained in Section 5.3(b) of the Member Control Agreement. Section 5.3(b) of the Member Control Agreement requires that written notice of a member's intent to nominate an individual for governor must be given, either by personal delivery or by United States mail, postage prepaid, to the Secretary of the Company not less than 45 calendar days nor more than 90 calendar days prior to the annual meeting of the Company at which such elections are to be held. The notice to the Secretary shall set forth: (a) the name and address of record of the member who intends to make the nomination; (b) a representation that the member is a

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holder of record of units of the Company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (c) the name, age, business and residence addresses, and principal occupation or employment of each nominee; (d) a description of all arrangements or understandings between the member and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the member; (e) such other information regarding each nominee proposed by such member as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission and (f) the consent of each nominee to serve as a governor of the Company if so elected. The Company may require any proposed nominee to furnish such other information as may reasonably be required by the Company to determine the eligibility of such proposed nominee to serve as a governor of the Company. The presiding officer of the meeting may, if the facts warrant, determine that a nomination was not made in accordance with the foregoing procedure, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded.

The Company solicited nominations for individuals to stand for election at the 2014 Annual Meeting and posted a notice regarding member nominations for governors in the Company's December 2013 newsletter which was distributed to the members and posted on the Company's website. The Company received no nominations from the members for nominees to stand for election to the Company's Board at the 2014 Annual Meeting. The nominating committee determined to recommend the three incumbents whose terms were expiring to stand for election at the 2014 Annual Meeting.


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COMPENSATION COMMITTEE
The members of our executive committeeboard are currently Ronald Jorgenson, David Moldan, Warren Pankonin and Luke Spalj and Timothy VanDerWal.Spalj. Our executive committeeboard comprises our compensation committee. The executive committeeboard does not operate under a charter. The executive committeeboard held fourteen meetingsone meeting during the fiscal year ended October 31, 20132015. to discuss compensation.

The executive committeeboard is exempt from independence listing standards because our securities are not listed on a national securities exchange or listed in an automated inter-dealer quotation system of a national securities association or to issuers of such securities. All members of the executive committeeboard are independent, as defined by NASDAQ Rule IM-5602(a)(2) with the exception of Warren Pankonin and Luke Spalj. Mr. Pankonin is not considered independent because his company purchased distillers grains from the Company in excess of $120,000 in at least one of the last three fiscal years. Mr. Spalj is not considered independent due tobecause his ownership ofconstruction company, Rice Lake Construction which constructed ourGroup, received in excess of $120,000 from the Company in at least one of the last three fiscal years in connection with the construction of a water treatment facility.pipeline.

For additional information on the responsibilities and activities of the executive committee, including the process for determining executive compensation; see the section of this proxy statement entitled "Compensation Discussion and Analysis."

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

No family relationships currently exist between any of the governors, nominees, officers, or key employees of the Company. We have not engaged in transactions with related parties. A company owned by our governor, Warren Pankonin, purchased distillers grains from the Company in the approximate amount of $530,000 during the fiscal year ended October 31, 2015. In addition, we paid a related party.construction company owned by our governor, Luke Spalj, approximately $808,000 during the fiscal year ended October 31, 2015 in connection with the construction of a water pipeline. The Company's Board reviews all transactions with related parties, as that term is defined by Item 404 of Regulation S-K, or any transaction in which related persons have an indirect interest. The Company's Member Control Agreement includes a written policy that requires that any such related transaction be made on terms and conditions which are no less favorable to the Company than if the transaction had been made with an independent third party. Further, our Member Control Agreement requires our governors to disclose any potential financial interest in any transaction being considered by the Board.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Overview

Brian Kletscher serves as our Chief Executive Officer and Lucas Schneider serves as our Chief Financial Officer. These individuals are referred to in this proxy statement as our "executive officers". The executive committee of the Boardboard has responsibility for establishing, implementing and regularly monitoring adherence to the Company's compensation philosophy and objectives. The executive committeeboard ensures that the total compensation paid to the executive officers is fair, reasonable and competitive. Generally, the types of compensation and benefits provided to the Chief Executive Officer are similar in form to the compensation and benefits provided to our other executive officers.

The executive committee:board:
(1)establishes and administers a compensation policy for senior management;the executive officers;
(2)reviews and approves the compensation policy for all or our employees other than senior management;the executive officers;
(3)reviews and monitors our financial performance as it affects our compensation policies or the administration of those policies; and

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(4)reviews and monitors our succession plans; and
(5)approves awards to our executive officers pursuant to our incentive plans.

All of the committee'sexecutive board's actions are reported to the Board and, where appropriate, submitted to the Board for ratification. In determining the Chief Executive Officer'sexecutive officers' compensation, the committeeexecutive board considers evaluations prepared by the governors. From time to time, the executive committeeboard may delegate to the Chief Executive Officer the authority to implement certain decisions of the committee to set compensation for lower executive officers, including the Company's Chief Financial Officer, orand to fulfill administrative duties.

In setting compensation, the executive committeeboard took into account the member vote at our 2013 annual meeting called the "Say-on-Pay" proposal, where the members overwhelmingly voted to endorse the Company's system of compensating its executive officers. We currently anticipate that we will present the nexta "Say-on-Pay" proposal to our members at our 2016 annual meeting andAnnual Meeting. We anticipate that the next "Say-on-Pay" proposal and the advisory vote as to frequency of the "Say-on-Pay" proposal will occur at our 2019 annual meeting.

Compensation Philosophy and Objectives

The general philosophy of the Company is to provide competitive levels of compensation that are influenced by our performance, that reward individual achievements, and that enable us to retain qualified executives. Compensation consists

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primarily of annual compensation, which includes base salary intended to provide a stable annual salary at a level consistent with individual contributions. In addition, the executive board expects to maintain compensation plans which tie a portion of executive compensation to the Company's performance.     

Compensation Committee Procedures

The executive committee of the Boardboard is responsible for determining the nature and amount of compensation for the Company's executive officers. Our executive committeeboard consists of four non-employee members of our Board.

The executive committeeboard receives input from the Chief Executive Officerexecutives on the personal performance achievements of the executives and management employees who report to him. Thisthem. These individual performance assessment determinesassessments determine a portion of the annual compensation for each executive. In addition, the Chief Executive Officer providesexecutives provide input on salary increases, incentive compensation opportunities, and long-term incentive grants for the executives and management employees who report to him,them, which the committeeexecutive board considers when making executive compensation decisions.

The executive committee does its own performance review of the Chief Executive Officer, and discusses the performance review with the Board. The executive committeeboard annually evaluates the performance of our Chief Executive Officerthe executives in light of the goals and objectives of the Company's executive compensation plans, and determines and approves, or recommends to the Board for its approval, the Chief Executive Officer's compensation levellevels based on this evaluation.these evaluations. The Chief Executive Officer isexecutives are not present at either executive committeeboard or board levelBoard-level deliberations concerning histheir own compensation. However, the Chief Executive Officer is present at deliberations concerning the Chief Financial Officer's compensation. The executive board does its own performance review of the Chief Executive Officer and discusses the performance review with the Board. The Chief Executive Officer conducts the performance review of the Chief Financial Officer.

From time to time, the executive committeeboard may delegate to the Chief Executive Officer the authority to implement certain decisions of the committee, to set compensation for lower executive officers, including the Company's Chief Financial Officerboard or to fulfill administrative duties.

Compensation Committee Report

The executive board has reviewed and discussed the Compensation Discussion and Analysis with management. Based upon this review and discussion, the executive board recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.
Executive Board
David Moldan, Chair
Ronald Jorgenson
Warren Pankonin

Luke Spalj



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Compensation Components

Base Salary

Base salaries for our executive officers are established based on the scope of their roles, responsibilities, experience levels and performance, and taking into account competitive market compensation paid by comparable companies for similar positions. Base salaries are reviewed approximately annually, and may be adjusted from time to time to realign salaries with market levels after taking into account individual performance and experience.

Bonus

In addition to the base salaries, the Board approved a bonus payable to our Chief Executive Officer for our 2012 fiscal year in the amount of $1,388. The bonus structure took into account profitability, safety, production and cooperation. No bonuses were awarded for our 2013 or 2011 fiscal years.

On December 19, 2013, the Board adopted a bonus plan for the Chief Executive Officer and the Chief Financial Officerexecutives for the fiscal year ended October 31, 20142015 (the "2014"2015 Bonus Plan").  The purpose of the 20142015 Bonus Plan is to reward the Chief Executive Officer and the Chief Financial Officerexecutives for their contributions that directly impact financial results and also to encourage compliance with certain legal and financial matters.  Under the 20142015 Bonus Plan, the Chief Executive Officer and the Chief Financial Officerexecutives can each earn an annual bonus of up to 20% of their base salary based on the Company meeting certain goals related to EBITA,EBITDA, debt service, debt refinancing, net income, financial reporting and compliance. These goals are generally to be assessed as of the end of our fiscal year on October 31, 2014.2015.

BenefitsThe Board approved a bonus payable to our Chief Executive Officer in the amount of $20,800 and a bonus to our Chief Financial Officer in the amount of $17,150 under the 2015 Bonus Plan. The Board approved a bonus payable to our Chief Executive Officer in the amount of $27,000 and a bonus to our Chief Financial Officer in the amount of $23,000 under the bonus plan for the executives for the fiscal year ended October 31, 2014 (the "2014 Bonus Plan"). Our Chief Executive Officer was awarded a bonus in the amount of $10,000 and our Chief Financial Officer was awarded a bonus in the amount of $8,000 attributable to performance during our 2013 fiscal year.

The Board adopted a bonus plan for the executives for the fiscal year ended October 31, 2016 (the "2016 Bonus Plan") which has a similar purpose and goals to the 2015 Bonus Plan described above.  However, under the 2016 Bonus Plan, the Chief Executive Officer can earn an annual bonus of up to 35% of his base salary and the Chief Financial Officer can earn an annual bonus of up to 32% of his base salary based on meeting certain goals to be assessed at October 31, 2016.

Employment Agreements with Executive Officers; Change of Control Agreements

On February 26, 2014, we entered into Employment Agreements (the "Agreements") with our Chief Executive Officer and our Chief Financial Officer. The Agreements provide for an initial base salary which is subject to review and adjustment on an annual basis and may be terminated upon thirty days written notice by the executive or the Company. However, the executives are each entitled to eighteen months continued salary and paid health care benefits in the event of their dismissal by the Company without cause with such amounts to be reduced by any salary earned in other employment during that period. If our Chief Executive Officer would have been dismissed without cause on October 31, 2015, and assuming that there was no reduction for salary earned in other employment, the Company estimates that it would have provided salary and health care benefits over an eighteen month period of approximately $251,000. If our Chief Financial Officer would have been dismissed without cause on October 31, 2015, and assuming that there was no reduction for salary earned in other employment, the Company estimates that it would have provided salary and health care benefits over an eighteen month period of approximately $190,000.

In addition, we may terminate the Agreements upon sixty days notice and payment of three years salary in the event of certain change in control events which include the sale of substantially all of the Company's assets, the sale of a majority of the Company's outstanding membership units and the merger or consolidation of the Company with another. Assuming that our Chief Executive Officer would have been dismissed due to a change in control event on October 31, 2015, the Company estimates that it would have paid a lump sum in the amount of $480,000. Assuming that our Chief Financial Officer would have been dismissed due to a change in control event on October 31, 2015, the Company estimates that it would have paid a lump sum in the amount of $367,500.

The executives are each entitled to an additional $10,000 for each completed year of employment following the execution of the Agreements to be invested in a a life insurance or investment plan which vests in accordance with a vesting schedule over eight years of service with the Company. The Company is responsible for payment of income taxes in connection with the award. The award is paid on an annual basis at the fiscal year end. Upon disability of the executive or termination of employment, except for a termination by the Company for cause, the amounts would immediately vest. Assuming that our Chief Executive Officer would have become disabled or would have been dismissed other than for cause on October 31, 2015, the Company estimates that the amount vested would have been approximately $10,000. Assuming that our Chief Financial Officer would have become

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disabled or would have been dismissed other than for cause on October 31, 2015, the Company estimates that the amount vested would have been approximately $7,000.

The Agreements prohibit the executives from competing with the Company within thirty miles of the Company's facility during the term of the Agreements and for one year thereafter. The Agreements also restrict the executives from disclosing certain Company information, interfering with the Company and soliciting customers, suppliers or past or present employees of the Company in connection with a competitive business operating within thirty miles of the Company's facility.

Perquisites

We do not provide any material executive perquisites. We have no supplemental retirement plans or pension plans.

No Pension Benefit Plan, Change of Control or Severance Agreements

We offer no pension benefit plans to our executive officers. Our Chief Executive Officer and our Chief Financial Officer do not have change of control or severance agreements, which means the Board retains discretion over severance arrangements if it decides to terminate their employment.


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Accounting and Tax Treatment of Awards

None of our executive officers, governors, or employees receives compensation in excess of $1,000,000 and therefore the entire amount of their compensation is deductible by the Company as a business expense. Certain large executive compensation awards are not tax deductible by companies making such awards. None of our compensation arrangements are likely to reach this cap in the foreseeable future.

Executive Compensation Committee Report

The executive committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based upon this review and discussion, the compensation committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.
Executive Committee
David Moldan, Chair
Warren Pankonin
Luke Spalj
Timothy VanDerWal

Compensation Committee Interlocks and Insider Participation

None of the members of the executive committee is or has been an employee of the Company. There are no interlocking relationships between the Company and other entities that might affect the determination of the compensation of our executive officers.

Summary Compensation Table

The following table sets forth all compensation paid or payable by the Company during the last three fiscal years to our Chief Executive Officer and Chief Financial Officer. We did not have any compensatory security option plan or other plan for long term compensation for our executive officers or governors in place asexecutives. As of October 31, 2013. Further, as of October 31, 20132015, none of our governors or executive officersexecutives had any options, warrants, or other similar rights to purchase securities of the Company. The Company does not have written employment agreements with our Chief Executive Officer and Chief Financial Officer.

Compensation of Named Executive Officers
Name and Principal PositionFiscal YearSalaryBonus
All Other Compensation (1)
 TotalFiscal YearSalaryBonus
All Other Compensation (1)
 Total
Brian Kletscher, Chief Executive Officer
2013$120,842
$—
$5,493
 $126,335
2015$168,029
$20,800
$46,672
 $235,501
2012$108,191
$1,388
$4,215
 $113,794
2014$142,500
$27,000
$29,935
 $199,435
2011$105,711
$—
$6,948
 $112,659
2013$120,842
$10,000
$10,199
 $141,041
Lucas Schneider, Chief Financial Officer (2)
2013$88,461
$—
$689
 $89,150
2015$129,351
$17,150
$42,225
 $188,726
2012$—
$—
$—
 $—
2014$110,731
$23,000
$23,009
 $156,740
2011$—
$—
$—
 $—
2013$88,461
$8,000
$4,074
 $100,535

(1)These amounts include ancontributions by the Company to the defined contribution plan, allowance for non-participation in the Company insurance plan.plans, payments to be used for insurance premiums and reimbursement for payment of taxes.
(2)LucasMr. Schneider was hired as the Company's Chief Financial Officer in December 2012 following the resignation of Mark Peterson, the Company's former Chief Financial Officer, in August 2012.

GOVERNOR COMPENSATION

We do not have a separate compensation committee for our Board. The Board has direct responsibility with respect to the compensation of the Company's governors. The Board approved the following compensation structure:structure which applied to our 2015 fiscal year: for regular boardBoard meetings the governors in attendance will be compensated $350 per meeting; for committee meetings, governors will be compensated $200 per meeting. The governors must be in attendance to receive compensation. Mileage and other reasonable travel expenses will be paid when attending boardBoard meetings, committee meetings or representing the Company at the Company's request. David Moldan is currently serving as our chairman and receives compensation in the amount of $1,250 per month for

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his services as chairman of our Board. The vice chairman, (Timothy VanDerWal),Ronald Jorgenson, treasurer, (Luke Spalj)Luke Spalj, and secretary, (Warren Pankonin)Warren Pankonin, each receive compensation in the amount of $500 per month in addition to the compensation for attending regular board meetings and committee meetings. The additional compensation is paid if each is present for the monthly executive committee meeting. Effective November 1, 2015, the Board raised the compensation for attendance at regular Board meetings to $450 per meeting and $250 per meeting for committee meetings attended. The additional monthly compensation pa

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id to our chairman, vice chairman, treasurer and secretary and the policy on reimbursement for mileage and reasonable travel expenses remain the same.

The table below shows the compensation paid to each of our governors for the fiscal year ended October 31, 20132015.
GOVERNOR COMPENSATION
 Annual Compensation  
NameFiscal Year
Fees Earned or Paid in Cash (1)
All Other Compensation(2)
 Total CompensationFiscal Year
Fees Earned or Paid in Cash (1)
All Other Compensation(2)
 Total Compensation
Scott Brittenham2013$4,550.00
$1,740.30
 $6,290.30
Scott Brittenham(3)
2015$350
$—
 $350
Russell Derickson2013$6,000.00
$1,230.55
 $7,230.55
2015$7,150
$470
 $7,620
William Garth (3)
2013$4,850.00
$—
 $4,850.30
David Eis(4)
2015$2,200
$115
 $2,315
William Garth (5)
2015$6,050
$—
 $6,050
George Goblish2013$5,300.00
$494.27
 $5,794.27
2015$6,200
$637
 $6,837
Ronald Jorgenson2013$6,000.00
$479.08
 $6,479.08
2015$11,650
$768
 $12,418
Michael Landuyt2015$4,700
$214
 $4,914
David Moldan2013$22,150.00
$2,036.95
 $24,186.95
2015$21,150
$544
 $21,361
Warren Pankonin2013$12,950.00
$246.49
 $13,196.49
2015$13,800
$374
 $14,174
Luke Spalj2013$9,300.00
$2,277.31
 $11,577.31
2015$11,400
$1,442
 $12,842
Tim VanDerWal2013$12,750.00
$1,283.72
 $14,033.72
Timothy VanDerWal(6)
2015$6,050
$45
 $6,095

(1)Includes reimbursement for regular Board meetings as well as committee meetings.
(2)Includes reimbursement for mileage and other reasonable travel expenses incurred in connection with services rendered to the Company.
(3)Mr. Brittenham resigned from his position as governor in November 2014.
(4)Mr. Eis was appointed as governor in June 2015.
(5)The governor compensation is paid to Mr. Garth's employer, Indeck Energy, Inc.
(6)Mr. VanDerWal resigned from his position as governor in March 2015.

ANNUAL REPORT AND FINANCIAL STATEMENTS

The Company's annual report to the Securities and Exchange Commission on Form 10-K, including the financial statements and the notes thereto, for the fiscal year ended October 31, 20132015, accompanies the mailing of this proxy statement.

The Company will provide each member solicited a copy of the Form 10-K without charge. The written request for the Form 10-K should be directed to David Moldan, Chairman of Highwater Ethanol, LLC at 24500 U.S. Highway 14, Lamberton, Minnesota 56152. The Form 10-K is also available from the SEC at 6432 General Green Way, Mail Stop 0-5, Alexandria, VA 22312-2413, by email at foiapa@sec.gov or fax at (703) 914-2413 or available from the SEC's internet site (www.sec.gov).

The Securities and Exchange Commission has approved a rule governing the delivery of annual disclosure documents. The rule allows the Company to send a single set of our annual report and proxy statement to any household at which two or more members reside, unless the Company has received contrary instructions from one or more member(s). This practice, known as "householding", is designed to eliminate duplicate mailings, conserve natural resources and reduce printing and mailing costs. Each member will continue to receive a separate proxy card. If you wish to receive a separate annual report or proxy statement than that sent to your household either this year or in the future, you may contact the Company by telephone at (507) 752-6160 or by written request atto Highwater Ethanol, LLC at 24500 US Highway 14, Lamberton, MN 56152.56152 and the Company will promptly deliver a separate copy of the proxy materials. If members of your household receive multiple copies of our annual report and proxy statement, you may request householding by contacting the Company by telephone at (507) 752-6160 or by written request atto Highwater Ethanol, LLC at 24500 US Highway 14, Lamberton, MN 56152.

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HIGHWATER ETHANOL, LLC 1) Read the Proxy Statement.
20142016 Annual Meeting - Thursday, March 6, 201410, 2016 2) Check the appropriate boxes on the proxy card below.
For Unit Holders as of January 21, 201427, 2016 3) Sign and date the proxy card.
Proxy Solicited on Behalf of the Board of Governors 4) Return the proxy card by mail to P.O. Box 96, 24500 US Highway 14, Lamberton, MN 56152 or via fax to (507) 752-6162.
   
  To be certain that your membership units will be represented at the 20142016 Annual Meeting and any adjournments thereof, please return your proxy card by 5:00 p.m. on Tuesday,Wednesday, March 4, 2014.9, 2016. However, proxy cards may still be accepted by the Company at any time prior to the polls officially closing.

PROPOSAL ONE:ONE: ELECTION OF THREE GOVERNORS
**You may vote for threeTHREE (3) nominees**
 ForAbstain/Withhold 
William GarthRussell DericksonooPLEASE INDICATE YOUR SELECTION BY FIRMLY PLACING AN "X" IN THE APPROPRIATE BOX WITH BLUE OR BLACK INK
David MoldanRonald Jorgensonoo
Timothy VanDerWalMichael Landuytoo
                    
PROPOSAL TWO: ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION (SAY-ON-PAY)

For oAgainst oAbstain o

By signing this proxy card, you appoint Ronald JorgensonDavid Moldan and Warren Pankonin,George Goblish, jointly and severally, each with full power of substitution, as proxies to represent you at the 20142016 Annual Meeting of the Members to be held on Thursday, March 6, 201410, 2016, at the American Legion, 106 1st Avenue West, Lamberton, MN 56152, and at any adjournments thereof, on any matters coming before the meeting. Registration for the meeting will begin at 8:30 a.m. The 20142016 Annual Meeting will commence at approximately 9:30 a.m. Please specify your choice by marking the appropriate box above. The proxies cannot vote your units unless you sign and return this card. To be certain that your membership units will be represented at the 20142016 Annual Meeting, please return your proxy card by 5:00 p.m. on Tuesday,Wednesday, March 4, 20149, 2016. However, proxy cards may still be accepted by the Company at any time prior to the polls officially closing.

This proxy, when properly executed, will be voted in the manner directed herein and authorizes the proxies to take action in their discretion upon other matters that may properly come before the 20142016 Annual Meeting. If you do not mark any boxes, your units will be voted FOR for the incumbents William Garth, David Moldan,Russel Derickson, Ronald Jorgenson and Timothy VanDerWal.Michael Landuyt, and FOR Proposal Two - Say-on-Pay. If you chose less than three nominees, then the proxies will vote your units only for the nominee(s) you chose. If you mark contradicting choices on the proxy card, such as both FOR and ABSTAIN/WITHHOLD for a candidate,nominee or FOR and AGAINST a proposal, your votes will not be counted with respect to the candidatenominee or proposal for whichwhom you marked contradicting choices. If you mark more than three choices, your votes will not be counted in the election. However, each fully executed proxy card will be counted to determine whether a quorum is present at the 20142016 Annual Meeting and any adjournments thereof.

Signature:  Joint Owner Signature: 
Print Name:  Print Joint Owner Name: 
Date:  Date: 
Number of Units Held:    

Please sign exactly as your name appears above. Joint owners must both sign. When signing as attorney, executor, administrator, trustee or guardian, please note that fact.