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
(Name of Registrant as Specified In Its Charter)
 
 
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P.O. Box 96
24500 US Highway 14
Lamberton, MN 56152

NOTICE OF 20152018 ANNUAL MEETING OF MEMBERS
To be Held Thursday, March 12, 20158, 2018

To our members:

The 20152018 annual meeting of members (the “20152018 Annual Meeting”) of Highwater Ethanol, LLC (the “Company”) will be held on Thursday, March 12, 20158, 2018, at the American Legion, 106 1st Avenue West, Lamberton, MN 56152. Registration for the meeting will start at 8:30 a.m. The 20152018 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) Consider and (2)vote on proposed amendments to and a restatement of our Second Amended and Restated Member Control Agreement (the proposed amendments are described in detail in Proposals 2 through 4 in the accompanying proxy statement and the full text of the amendments are set forth in Appendix A to the proxy statement); and (3) Transact such other business as may properly come before the 20152018 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 28, 201524, 2018 are entitled to notice of the 20152018 Annual Meeting and to vote at the 20152018 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 20152018 Annual Meeting, please return your proxy card by 5:00 p.m. on Tuesday,Wednesday, March 10, 20157, 2018. 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 20152018 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 20152018 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
February 10, 20152, 2018






Highwater Ethanol, LLC
P.O. Box 96
24500 US Highway 14
Lamberton, Minnesota 56152
                
Proxy Statement
Annual Meeting of Members
Thursday, March 12, 20158, 2018

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 20152018 annual meeting of members to be held on Thursday, March 12, 20158, 2018 (the "20152018 Annual Meeting"), and any adjournment thereof. The 20152018 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 20152018 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 February 10, 20152, 2018.


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 20152018 Annual Meeting and any adjournments thereof because you were a member of the Company at the close of business on January 28, 201524, 2018, the record date, and are entitled to vote at the meeting.
                                                        
Q:
When and where is the 20152018 Annual Meeting?

A:
The 20152018 Annual Meeting will be held at the American Legion, 106 1st Avenue West, Lamberton, MN 56152 on Thursday, March 12, 20158, 2018. Registration for the meeting will begin at 8:30 a.m. The 20152018 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.Board in Proposal One.

You are also voting on proposed amendments to and a restatement of the Second Amended and Restated Member Control Agreement ("member control agreement") as follows:

Proposal Two: To affirmatively elect governance under the new LLC Act and make changes to be consistent with the new LLC Act including revising the duties of the governors, limitation of liability and indemnification language and making minor consistency and wording changes.
Proposal Three: To amend Section 5.3(b) to revise the process for members to nominate persons to serve on the Board.
Proposal Four: To amend Section 7.4 to revise the current tax matters provisions and adopt tax audit procedures in order to ensure that the Company’s tax audit procedures are consistent with recent Internal Revenue Service ("IRS") regulatory changes to large partnership audit procedures.

The express language of the proposed amendments is set forth in its entirety in the Form of Third Amended and Restated Operating Agreement in Appendix A, in a marked format, with deletions shown by strikethroughs and additions by underlines.

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 28, 201524, 2018.                                                 
                                                        


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

A:
In the election of governors to our Board as set forth in Proposal One, 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.     
                                        
Q:What is the voting requirement to approve the proposed amendments to our member control agreement and what is the effect of an abstention?

A:In order to approve the amendments proposed in Proposal Three, Proposal Three must receive affirmative votes from members holding a majority of the total outstanding membership units entitled to vote. The affirmative votes from members holding a majority of the membership units represented at the 2018 Annual Meeting where a quorum is present and entitled to vote, will result in the approval of the amendments proposed in Proposal Two and Proposal Four.

Abstention votes will have the effect of a vote AGAINST the proposed amendment from which you abstain and will also be counted for purposes of establishing a quorum.

Q:How many membership units are outstanding?

A:
On January 28, 201524, 2018, the record date, there were 4,9534,813.5 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 1,4861,445 membership units, constitutes a quorum. If you submit a properly executed proxy or appear in person at the 20152018 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 20152018 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 20152018 Annual Meeting. The membership units represented by each properly executed proxy card will be voted at the 20152018 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 20152018 Annual Meeting, please return your proxy card by 5:00 p.m. on Tuesday,Wednesday, March 10, 20157, 2018. 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 onsign and return the proxy card for Proposal One, thenwithout specifying any choices, the proxies will vote your units FOR the incumbent governors George Goblish, WarrenMark Pankonin and Luke Spalj.Spalj and FOR Proposal Two, Proposal Three and Proposal Four.

In person at the 20152018 Annual Meeting. All members may vote in person at the 20152018 Annual Meeting.

If membership units are owned jointly by more than one person, each 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,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 20152018 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 20152018 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 20152018 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 George Goblish, WarrenMark Pankonin and Luke Spalj. 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 nominee(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. If you do not mark any choices for the proposed amendments to the member control agreement, then the proxies will vote your units FOR Proposal Two, Proposal Three and Proposal Four. If you mark contradicting choices on the proxy card, such as both FOR and AGAINST a proposal to amend the member control agreement, your votes will not be counted with respect to the proposal for which you marked contradicting choices.

Each fully executed proxy card will be counted for purposes of determining whether a quorum is present at the 20152018 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 20152018 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 each of the proposalproposals presented at the 20152018 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 our governing documents.


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Q:    Who can attend the 20152018 Annual Meeting?

A:
All members of the Company as of the close of business on the record date may attend the 20152018 Annual Meeting and any adjournments thereof.
                                                        
Q:
What is the record date for the 20152018 Annual Meeting?

A:
The record date for the 20152018 Annual Meeting is January 28, 201524, 2018.
                                                        
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 20162019 annual meeting?

A:
Three governor positions will stand for election at the 20162019 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.member control agreement. Section 5.3(b) of the Member Control Agreementcurrently 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. However, the proposed amendment to Section 5.3(b) of our member control agreement would require members to give written notice of a member's intent to nominate an individual not less

than 120 days prior to the one year anniversary of the date the Company's proxy statement was released in connection with the previous year's annual meeting. If this amendment is approved at the 2018 Annual Meeting, nominations for the 2019 annual meeting must be submitted to the Company by October 5, 2018.         

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.                                                        
Q:When are member proposals due for the 20162019 annual meeting?

A:In order to be considered for inclusion in the Company's 20162019 annual meeting proxy statement, member proposals must be submitted in writing to the Company by October 13, 20155, 2018 (approximately 120 days prior to the one year anniversary of the date of the mailing of this year's annual meeting proxy statement). The Company suggests that proposals for the 20162019 annual meeting of the members be submitted by certified mail-return receipt requested.

Members who intend to present a proposal at the 20162019 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 28, 201519, 2018 (approximately 45 days prior to the one year anniversary of the date of the mailing of this 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 20162019 annual meeting by December 28, 2015,19, 2018, 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 20152018 Annual Meeting and the terms of the remaining elected governors expire in either 20162019 or 2017.2020. Below is a chart showing when each elected governor's term expires.


20152018George Goblish
 WarrenMark Pankonin
 Luke Spalj
20162019
Russell Derickson

 
Ronald Jorgenson

 Michael Landuyt
20172020David Eis
William Garth
 David Moldan
Timothy VanDerWal

The nominating committee has nominated GeorgeGoerge Goblish, WarrenMark Pankonin and Luke Spalj for election to the Board at the 20152018 Annual Meeting. Mr. Goblish and Mr. Pankonin havehas served on the Board since our inception andinception. Mr. Pankonin has served on our Board since August 2017 when he was appointed to fill a vacancy. Mr. Spalj has served on the Board since August 2009. 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 20152018 Annual Meeting:
Name and Principal OccupationAge
 
Year First Became a Governor
If Elected, Term will ExpireAge
 
Year First Became a Governor
If Elected, Term will Expire
George Goblish, Farmer
45May 2006201848May 20062021
Warren Pankonin, Farmer
76May 20062018
Mark Pankonin, Farmer
49August 20172021
Luke Spalj, Businessman
50August 2009201853August 20092021

Biographical Information for Nominees

George Goblish, Incumbent Governor and Nominee - Age 4548

For more than five years, George Goblish has been farming near Vesta, Minnesota where he 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 governance, fixed assets, audit and auditnominating committees. He previously served as our treasurer. Mr. Goblish was selected as a nominee based on his prior involvement with our Company and the ethanol industry and his agricultural and business experience.

WarrenMark Pankonin, Secretary, Incumbent Governor and Nominee - Age 7649

For more than five years, WarrenSince 1990, Mr. Pankonin has owned and managed Minnesota Supreme Feeders,his own farming operation including the production of corn and soybeans and a beef finishing yard. In addition, he owns and operates Dry Creek Trucking, Inc., a small trucking company. He previously worked for L&S Construction. Mr. Pankonin attended Alexandria Technical College where he buys and sells cattle. He also crop farms withreceived his son, Mark.Associate's Degree in Diesel Mechanics. Mr. Pankonin has served on our Board since May 2006. Mr. Pankonin serves as secretary of our Board and is expectedAugust 2017 when he was appointed to continue to serve as secretary at the pleasure of the Board.fill a vacancy. He also currently

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serves on our fixed assets and risk management and executive committees. Mr. Pankonin was selected as a nominee based on his prior involvement with our Company and the ethanol industry and his agricultural and business experience.

Luke Spalj, Treasurer, Incumbent Governor and Nominee - Age 5053

For more than five years,Mr. Spalj has been in the construction business for over 30 years. Since 1993, 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 CorpBancorp of Deerwood, Minnesota since 1997. Additionally, Mr. Spalj servedalso worked in various capacities for Quanta Services, Inc., a publicly traded specialty contractor serving the electric and gas utility, telecommunications and cable industries from 1998-2004 serving as president of the Telecommunications and Cable TV Division of Quanta Services from January 2002 through 2004. Mr. Spalj has a B.S. in civil engineering from Michigan Technological University. 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 assets and executive committees. Mr. Spalj 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 RECOMMENDS A VOTE FOR THE INCUMBENT GOVERNORS, GEORGE GOBLISH, WARRENMARK PANKONIN AND LUKE SPALJ. FOR EACH PROPERLY EXECUTED PROXY WHERE THE MEMBER DOES NOT MARK ANY CHOICES FOR GOVERNOR, THE PROXIES WILL VOTE FOR THE INCUMBENT GOVERNORS GEORGE GOBLISH, WARRENMARK PANKONIN AND LUKE SPALJ.

Biographical Information for Non-nominee Governors

Russell Derickson, Governor - Age 5053

For more than five years, Russell Derickson has owned and managed his own farming operation, which produces corn and soybeans. He has also been anserved as a Soil Scientist, Agricultural Advisor and Warehouse Examiner for the Minnesota Department of Agriculture of St. Paul, Minnesota. Mr. Derickson attended South Dakota State University where he received a M.Ed in Ag Education and B.S. in Agricultural Education and Mechanized Agriculture. Mr. Derickson serves on the board of governors for Minnesota Soybean Processor.Processors. Mr. Derickson has served as a member ofon our Board since May 2006. He currently serves on our governance, fixed assets and audit committees.

David Eis, Governor and Secretary - Age 49
For the past five years, Mr. Eis has been engaged in agricultural production which includes raising corn, soybeans and feeder cattle. He is a member of the Minnesota State Cattlemen, Redwood Area Cattlemen and the Minnesota Corn and Soybean Growers Association. Mr. Eis was employed as a crop insurance adjuster for Rural Community Insurance Services until March of 2014, when he left to expand his cattle operation. He currently serves on Independent School District 640-Wabasso Public School Board. Mr. Eis has served on our Board since June 2015. Mr. Eis 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 risk management, executive and audit committees.

William Garth, Governor - Age 4750

Mr. Garth has more than 1920 years experience in the energy industry. He is currently serves as the directorvice president 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., in 1994, 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.December 2011. He is a corporate representative of Indeck Renewable Energy, Services, Inc.,LLC, our largest member. He currently serves on our risk management committee.

Ronald Jorgenson, Vice Chairman and Governor - Age 5558

For more than five years, Ronald Jorgenson has owned and operated his own farming operation. In addition, Mr. Jorgenson attended the University of Minnesota of St. Paul, Minnesota. Mr. Jorgenson has served as a member ofon our Board since May 2006. Mr. Jorgenson serves as vice chairman of our Board and is expected to continue to serve as vice chairman at the pleasure of the Board. He also currently serves on our governance,audit committee as the chairman and serves on our risk management and auditexecutive committees.

Michael Landuyt, Governor - Age 3942

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 ofon our Board from May 2006 until February 2010.2010 and again since December 2014. He was reappointed to the Boardcurrently serves on December 17, 2014 to fill a vacancy.our governance, nominating and fixed assets committees.

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David Moldan, Chairman and Governor - Age 5457

For more than five years, Mr. Moldan has been the president and treasurer of Moldan & Sons, Inc., a farming operation ofin Lamberton, Minnesota. Mr. Moldan attended the University of Minnesota of Waseca Minnesota where he received his Associate's Degree in Applied Science and Diversified Ag Production. Mr. Moldan has served on 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 executive committee.

Timothy VanDerWal, Vice Chairman, Governor - Age 48
For more than ten years, Mr. VanDerWal has been an ag loan officer at the Wanda State Bank, Wanda, Minnesota. He had worked as a beef enterprise consultant for the Land O Lakes Feed Division of Arden Hills, Minnesota prior to joining the bank. Mr. VanDerWal has served on our Board since May 2006. Mr. VanDerWal serves as our vice chairman 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 risk management, auditfixed assets and executive committees.

Biographical Information Regarding Executive Officers and Key Employees

Brian Kletscher, Chief Executive Officer - Age 5356

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 3336

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 as our Chief Financial Officer indefinitely at the pleasure of the Board or until his earlier death, disability or resignation.


PROPOSAL TWO
APPROVAL OF THE PROPOSED AMENDMENTS TO THE MEMBER CONTROL AGREEMENT
TO AFFIRMATIVELY ELECT GOVERNANCE UNDER THE NEW LLC ACT AND MAKE CHANGES CONSISTENT WITH THE NEW LLC ACT

The Company was organized as a Minnesota limited liability company under Chapter 322B of the Minnesota Statutes (the "Old Act"). However, the new LLC Act was signed into law on April 8, 2014 and became effective August 1, 2015. As of January 1, 2018, the new LLC Act applies to all Minnesota limited liability companies, regardless of when they were formed. As such, the Board has concluded that it is in the best interest of the Company to affirmatively elect governance under the new LLC Act and make various changes to the member control agreement to be consistent with the new LLC Act including revisions to the duties of the governors, limitation of liability and indemnification language and making minor consistency and wording changes.

The proposed amendments are as follows:

Replace the term "Member Control Agreement" with the term "Operating Agreement" throughout to reflect governance under the new LLC Act.
Remove references to the Old Act and replace with references to the new LLC Act.
Amend Section 1.5 to affirmatively elect governance under the new LLC Act.
Amend Section 5.1 to clarify that the Company shall be governed by a board of governors.
Amend Section 5.19 to clarify the duties and obligations of the governors owed to the Company as allowed by the new LLC Act.
Amend Section 5.22 to limit the liability of governors and officers for acts or omissions performed in good faith on behalf of the Company except that governors and officers shall be liable for acts of fraud, gross negligence, intentional infliction of harm, intentional violation of criminal law, breach of fiduciary duties, or any ultra vires acts consistent with the new LLC Act.
Add Section 5.23 to clarify rights to indemnification of governors and officers (which was previously contained in Section 5.22), to add language to allow for indemnification of governors and officers by the Company to the fullest extent provided by the new LLC Act and to specifically provide that governors and officers will not be

indemnified by the Company for acts for which governors and officers are liable to the Company as set forth in Section 5.22.
Incorporate certain formatting changes and other minor consistency and wording changes that do not change the substantive terms of the member control agreement.

The express language of the proposed amendments to the member control agreement summarized above is set forth in its entirety in the Form of Third Amended and Restated Operating Agreement in Appendix A, in a marked format, with deletions shown by strikethroughs and additions by underlines.

Required Vote and Board Recommendation

If a quorum is present, Proposal Two will be approved if it receives affirmative votes from members holding a majority of the membership units represented at the 2018 Annual Meeting and entitled to vote on the matter. If you fail to mark a vote, the proxies solicited by the Board will be voted FOR Proposal Two. If you mark contradicting choices on your proxy card such as a vote both for and against Proposal Two, your vote will have the effect of a vote AGAINST Proposal Two. If you abstain from voting, your vote will have the effect of a vote AGAINST Proposal Two but will be included in the determination of whether a quorum is present. If you do not submit a proxy card or attend the 2018 Annual Meeting, your vote will not be counted as a vote either for or against Proposal Two. The approval of the proposed amendments set forth above in Proposal Two is independent of and is not conditioned on member approval of Proposals Three and Four.

THE BOARD RECOMMENDS THAT YOU VOTE FOR THE PROPOSED AMENDMENTS TO THE MEMBER CONTROL AGREEMENT TO ELECT GOVERNANCE UNDER THE NEW LLC ACT AND MAKE OTHER CHANGES CONSISTENT WITH THE NEW LLC ACT. FOR EACH PROPERLY EXECUTED PROXY WHERE THE MEMBER DOES NOT MARK ANY CHOICES, THE PROXIES WILL VOTE FOR THE APPROVAL OF THE AMENDMENTS TO THE MEMBER CONTROL AGREEMENT TO ELECT GOVERNANCE UNDER THE NEW LLC ACT AND MAKE OTHER CHANGES CONSISTENT WITH THE NEW LLC ACT.


PROPOSAL THREE
APPROVAL OF THE PROPOSED AMENDMENT TO SECTION 5.3(b)
OF THE MEMBER CONTROL AGREEMENT

Section 5.3(b) of our member control agreement sets forth the process by which a member may nominate a candidate for governor. Section 5.3(b) currently 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. However, the Board has concluded that it is in the best interests of the Company to amend Section 5.3(b) of our member control agreement in order to give the Company additional time following the receipt of a nomination from a member before the Company files and delivers its proxy statement for that year's annual meeting in order to handle any such nominations in a more efficient manner and to establish consistency in the requirements for receipt of member nominations for governor elections and for member proposals. The proposed amendment would require members to give written notice of a member's intent to nominate an individual not less than 120 days prior to the one year anniversary of the date the Company's proxy statement was released in connection with the previous year's annual meeting beginning with the election of governors for the 2019 annual meeting and thereafter. The proposed amendment would also require the Board to set a reasonable deadline for nominations in the event the date of the annual meeting is changed by more than 30 days from the anniversary date of the previous year's annual meeting.

The express language of the proposed amendment to Section 5.3(b) is set forth in its entirety in the Form of Third Amended and Restated Operating Agreement in Appendix A, in a marked format, with deletions shown by strikethroughs and additions by underlines.

Required Vote and Board Recommendation

Proposal Three will be approved if it receives affirmative votes from members holding a majority of the total outstanding membership units entitled to vote on the matter. If you fail to mark a vote, the proxies solicited by the Board of Directors will be voted FOR Proposal Three. If you mark contradicting choices on your proxy card such as a vote both for and against Proposal Three, your vote will have the effect of a vote AGAINST Proposal Three. If you abstain from voting your vote will have the effect of a vote AGAINST Proposal Three but will be included in the determination of whether a quorum is present. If you do not submit a proxy card or attend the 2018 Annual Meeting, your vote will not be counted as a vote either for or against Proposal

Three. The approval of the proposed amendments set forth above in Proposal Three is independent of and is not conditioned on member approval of Proposals Two and Four.

THE BOARD RECOMMENDS THAT YOU VOTE FOR THE AMENDMENT TO SECTION 5.3(b) OF THE MEMBER CONTROL AGREEMENT. FOR EACH PROPERLY EXECUTED PROXY WHERE THE MEMBER DOES NOT MARK ANY CHOICES, THE PROXIES WILL VOTE FOR THE APPROVAL OF THE AMENDMENT TO SECTION 5.3(b) OF THE MEMBER CONTROL AGREEMENT.


PROPOSAL FOUR
APPROVAL OF THE PROPOSED AMENDMENT TO SECTION 7.4
OF THE MEMBER CONTROL AGREEMENT

The Board has concluded that it is in the best interests of the Company to amend Section 7.4 to revise the current tax matters provisions and adopt tax audit procedures in order to ensure the Company’s tax audit procedures are consistent with recent IRS regulatory changes to large partnership audit procedures.

The express language of the proposed amendment to Section 7.4 is set forth in its entirety in the Form of Third Amended and Restated Operating Agreement in Appendix A, in a marked format, with deletions shown by strikethroughs and additions by underlines.

Required Vote and Board Recommendation

If a quorum is present, Proposal Four will be approved if it receives affirmative votes from members holding a majority of the membership units represented at the 2018 Annual Meeting and entitled to vote on the matter. If you fail to mark a vote, the proxies solicited by the Board will be voted FOR Proposal Four. If you mark contradicting choices on your proxy card such as a vote both for and against Proposal Four, your vote will have the effect of a vote AGAINST Proposal Four. If you abstain from voting your vote will have the effect of a vote AGAINST Proposal Four but will be included in the determination of whether a quorum is present. If you do not submit a proxy card or attend the 2018 Annual Meeting, your vote will not be counted as a vote either for or against Proposal Four. The approval of the proposed amendments set forth above in Proposal Four is independent of and is not conditioned on member approval of Proposals Two and Three.

THE BOARD RECOMMENDS THAT YOU VOTE FOR THE AMENDMENT TO SECTION 7.4 OF THE MEMBER CONTROL AGREEMENT. FOR EACH PROPERLY EXECUTED PROXY WHERE THE MEMBER DOES NOT MARK ANY CHOICES, THE PROXIES WILL VOTE FOR THE APPROVAL OF THE AMENDMENT TO SECTION 7.4 OF THE MEMBER CONTROL AGREEMENT.


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 28, 201524, 2018, the following beneficial ownersowner 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%8.31%
   
(1)The address of each beneficial owner is deemed to be the address of the Company at P.O. Box 96, 24500 US Highway 14, Lamberton, Minnesota 56152.
(2)William Garth, our governor, is employed by Indeck Energy Services, Inc. and is a corporate representative of 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.

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(3)Clean Energy Capital, LLC is the manager of Highwater Investment Partner, LLC. Scott Brittenham, our former governor, is the president and CEO of Clean Energy Capital, LLC.


Security Ownership of Management
 
As of January 28, 2015,24, 2018, members of our Board, our former members of our Board,governor, nominees and executive officers own membership units as follows:
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)
250 Units5.05%
Membership Units
Russell Derickson, Governor
 1113 Units*
Membership Units
David Eis,Secretary and Governor(2)
1 Unit *
Membership Units 
William Garth, Governor (3)
 400 Units 8.08%8.31%
Membership Units 
George Goblish, Governor(4) 
 50 Units 1.01%1.04%
Membership Units 
Ronald Jorgenson, Vice Chairman and Governor
 1214 Units *
Membership Units 
Brian Kletscher, CEO
 8 Units *
Membership Units 
Michael Landuyt, Governor(5)
 34 Units *
Membership Units 
David Moldan, Chairman
and Governor
 9 Units *
Membership Units 
Mark Pankonin, Governor
5 Units*
Membership Units
Warren Pankonin, Secretary andFormer Governor(5)(6)
 165170 Units 3.33%3.53%
Membership Units 
Lucas Schneider, CFO
 0 Units *
Membership Units 
Luke Spalj, Treasurer and Governor
 136.5 Units 2.76%
Membership Units
Timothy VanDerWal, Vice
 Chairman and Governor (6)
3 Units*2.84%
TOTAL:   1,047.5810.5 Units 21.15%16.84%

(*)     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 250 units owned by Highwater Investment Partner, LLC. Clean Energy Capital, LLC is the manager of Highwater Investment Partner, LLC. Mr. Brittenham is the presidentEis shares investment and CEO of Clean Energy Capital, LLC.voting power with his wife.
(3)This includes 400 units owned by Indeck Renewable Energy, LLC where Mr. Garth is employed as the director of finance.LLC.
(4)GeorgeMr. Goblish shares investment and voting power with respect to 26 units with his wife.
(5)Warren PankoninOne unit is owned by Mr. Landuyt's wife. Mr. Landuyt shares investment and voting power with respect to 150 unitsthat unit with his wife.
(6)Timothy VanDerWalWarren Pankonin shares investment and voting power with respect to 3 units with his wife. He served as a governor until August 2017.


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, 20142017.


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, 2014.2017. During the fiscal year ended October 31, 2014,2017, 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.served except William Garth.

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

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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, allseven governors serving at the time of the annual meeting attended the Company's annual meeting with the exception of Scott Brittenham, William Garth, and George Goblish.meeting. Due to this high attendance record, it is the view of the Board that such a policy is unnecessary.

Governor Independence

All of our governors, former governors and governor nominees are independent, as defined by NASDAQ Rule 5605(a)(2), with the exception of Mark Pankonin, Warren Pankonin. Mr.Pankonin and Luke Spalj. Mark Pankonin is not considered independent because hecompanies owned and operated by him and his father, Warren Pankonin, purchased distillers grains from the Company in excess of $120,000$200,000 in at least one of the last three fiscal years. Our former governor, Warren Pankonin, is not considered independent for the same reason. Mr. Spalj is not considered independent because his construction company, Rice Lake Construction Group, received in excess of $200,000 from the Company in at least one of the last three fiscal years in connection with the construction of a water 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 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, Russell Derickson, David Eis and George Goblish and Timothy VanDerWal.Goblish. Ronald Jorgenson chairs our audit committee. Audit issues were specifically addressed by the audit committee during the four audit committee meetings that were held during the fiscal year ended October 31, 2014.2017.

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 arewould be considered independent within the definition of independence provided by NASDAQ rules IM-5605(a)Rules 5605(a)(2) and IM-5605(c)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 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 or was an affiliate of the

Company. Additionally, governors serving on the audit committee must not have participated in the preparation of the Company's financial statements during the last three years.


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The Board has determined that Mr. VanDerWal 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. VanDerWal'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.
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, 2014.2017. The committee has discussed with McGladreyRSM US LLP its independent registered public accounting firm, the matters required to be discussed by Public Company Accounting Oversight Board Auditing Standard No. 16,AS 1301, 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, Communications 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, 20142017.
 Audit Committee
 Ronald Jorgenson, Chair
 Russell Derickson
 George GoblishDavid Eis
 Timothy VanDerWalGeorge Goblish

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, 20142017 to October 31, 2015.2018. A representative of McGladreyRSM US LLP is expected to be present at the 20152018 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 PLLP (“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

9

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 2014 $96,284
 2017 $112,518
 2013 $85,447
 2016 $112,727
Audit-Related Fees(1)
 2014 $—
 2017 $—
 2013 $1,750
 2016 $—
Tax Fees(2)(1)
 2014 $17,865
 2017 $142,706
 2013 $190
 2016 $34,977
All Other Fees 2014 $—
 2017 $—
 2013 $—
 2016 $—
(1) Audit-related fees consist of review of draft agreements per the Company's request.
(2) Tax fees relate primarily to professional services rendered in connection with research and development studies and related amendment of Form 1065 for 2013 and 2015, along with the preparation of the Company’s corporate income tax return along withand related tax planning and advice related to tangible asset and repair regulations and other general tax advice.

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 2014 wereare George Goblish, Ronald JorgensonMichael Landuyt and Michael Bents (who is not a member of our Board). The nominating committee held two meetings during the fiscal year ended October 31, 2014. Currently, the members of the nominating committee are Ronald Jorgenson, Timothy VanDerWal and Michael Bents.2017.
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;

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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,Nevertheless, each member of the nominating committee iswould be considered to be independent underwithin the NASDAQ definition of independence.independence provided by NASDAQ Rules 5605(a)(2). The nominating committee does not have a policy with regard to the consideration of diversity when identifying nominees.

TheAlthough 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 20152018 Annual Meeting and postedby posting a notice regarding member nominations for governors in the Company's December 20142017 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 20152018 Annual Meeting. The nominating committee determined to nominate those three candidates.

The Company believes that it is reasonable not to have a policy 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.member control agreement. Section 5.3(b) of the Member Control Agreementmember control agreement currently 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. However, the proposed amendment to Section 5.3(b) of the member control agreement would require members to give written notice of a member's intent to nominate an individual not less than 120 days prior to the one year anniversary of the date the Company's proxy statement was released in connection with the previous year's annual meeting. If this amendment is approved at the 2018 Annual Meeting, this would be applicable for nominations for the 2019 annual meeting.         

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 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.


COMPENSATION COMMITTEE
The members of our executive boardcomittee are currently David Eis, Ronald Jorgenson, David Moldan Warren Pankonin,and Luke Spalj and Timothy VanDerWal.Spalj. Our executive boardcommittee comprises our compensation committee. The executive boardcommittee does not operate under a charter. The executive boardcommittee held sixteen meetingsone meeting during the fiscal year ended October 31, 2014.2017 to discuss compensation.

The executive boardcommittee 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. AllHowever, all members of the executive board arecommittee would be considered to be independent as definedwithin the definition of independence provided by NASDAQ Rule IM-5602(a)Rules 5605(a)(2) with the exception of Warren Pankonin.Luke Spalj. Mr. PankoninSpalj is not considered independent because he purchased distillers grainshis construction company, Rice Lake Construction Group, received in excess of $200,000 from the Company in excess of $120,000 in at least one of the last three fiscal years.years in connection with the construction of a water 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 engaged in transactions with related parties during the fiscal year ended October 31, 2017. Minnesota Supreme Feeders, Inc., a related party. Ourcompany owned and operated by our former governor, Warren Pankonin, and our current governor, Mark Pankonin, purchased distillers grains from the Company in the approximate amount of $700,000$541,000 during the fiscal year ended October 31, 2014.2017. Warren Pankonin is also the father of our current governor, Mark Pankonin. In addition, Double Diamond, Inc., a company owned and operated by Mark Pankonin, purchased distillers grains from the Company in the approximate amount of $151,000 during the fiscal year ended October 31, 2017. 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

11

related persons have an indirect interest. The Company's Member Control Agreementmember 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 Agreementmember 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 boardcommittee has responsibility for establishing, implementing and regularly monitoring adherence to the Company's compensation philosophy and objectives. The executive boardcommittee ensures that the total compensation paid to the executive officers is fair, reasonable and competitive.

The executive board:committee:
(1)establishes and administers a compensation policy for the executive officers;
(2)reviews and approves the compensation policy for all or our employees other than the executive officers;
(3)reviews and monitors our financial performance as it affects our compensation policies or the administration of those policies;
(4)reviews and monitors our succession plans; and
(5)approves awards to our executive officers pursuant to our incentive plans.

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

In setting compensation, the executive boardcommittee took into account the member vote at our 20132016 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 next "Say-on-Pay" proposal to our members at our 2016 annual meeting and anticipate that the next 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 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 boardcommittee expects to maintain compensation plans which tie a portion of executive compensation to the Company's performance.     

Compensation Committee Procedures

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

The executive boardcommittee receives input from the executives on the personal performance achievements of the executives and management employees who report to them. ThisThese individual performance assessments determine a portion of the annual compensation for each executive. In addition, the executives provide input on salary increases, incentive compensation opportunities, and long-term incentive grants for the executives and management employees who report to them, which the executive boardcommittee considers when making executive compensation decisions.

The executive boardcommittee annually evaluates the performance of the 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 compensation levels based on these evaluations. The executives are not present at either executive boardcommittee or Board-level

deliberations concerning their own compensation. However, the Chief Executive Officer is present at deliberations concerning the Chief Financial Officer's compensation. The executive boardcommittee does its own performance review of the Chief Executive Officer

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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 boardcommittee may delegate to the Chief Executive Officer the authority to implement certain decisions of the executive boardcommittee or to fulfill administrative duties.

Compensation Committee Report

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


 Timothy VanDerWal
Luke Spalj


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

On December 19, 2013, theThe Board adopted a bonus plan for the executives for the fiscal year ended October 31, 20142017 (the "2014"2017 Bonus Plan").  The purpose of the 20142017 Bonus Plan is to reward the executives for their contributions that directly impact financial results and also to encourage compliance with certain legal and financial matters.  Under the 20142017 Bonus Plan, the executivesChief Executive Officer can each earn an annual bonus of up to 20%35% of theirhis base salary and the Chief Financial Officer can earn an annual bonus of up to 32% of his base salary based on the Company meeting certain goals related to EBITDA, debt service, debt refinancing, net income, financial reporting and compliance. These goals arewere generally to be assessed as of the end of our fiscal year on October 31, 2014.2017.

The Board approved a bonus payable to our Chief Executive Officer in the amount of $27,000$32,878 and a bonus to our Chief Financial Officer in the amount of $23,000$21,197 under the 20142017 Bonus Plan. The Board approved a bonus payable to our Chief Executive Officer was awarded a bonus in the amount of $10,000$21,424 and a bonus to our Chief Financial Officer was awarded a bonus in the amount of $8,000 attributable$12,618 under the bonus plan for the fiscal year ended October 31, 2016. The Board approved a bonus payable to performance during our 2013Chief Executive Officer in the amount of $20,800 and a bonus to our Chief Financial Officer in the amount of $17,150 under the bonus plan for the fiscal year. No bonuses were awardedyear ended October 31, 2015.

The Board adopted a bonus plan for our 2012the executives for the fiscal year.year ended October 31, 2018 (the "2018 Bonus Plan") similar to the 2017 Bonus Plan described above. 

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, 2014,2017, 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 $236,232.approximately $318,000. If our Chief Financial Officer would have been dismissed without cause on October 31, 2014, 2017,

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 $179,088.approximately $213,000.

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, 2014,2017, the Company estimates that

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it would have paid a lump sum in the amount of $450,000.$609,000. Assuming that our Chief Financial Officer would have been dismissed due to a change in control event on October 31, 2014,2017, the Company estimates that it would have paid a lump sum in the amount of $345,000.$412,000.

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 andwould have become disabled or would have been dismissed other than for cause on October 31, 2017, the Company estimates that the amount vested would have been approximately $30,000. Assuming that our Chief Financial Officer would have become disabled or would have been dismissed other than for cause on October 31, 2014,2017, the Company estimates that the amount vested would have been $0.approximately $30,000.

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.

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.

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 executives. As of October 31, 2014,2017, none of our governors or executives had any options, warrants, or other similar rights to purchase securities of the Company.

Name and Principal PositionFiscal YearSalaryBonus
All Other Compensation (1)
 TotalFiscal YearSalaryBonus
All Other Compensation (1)
 Total
Brian Kletscher, Chief Executive Officer
2014$142,500
$27,000
$29,935
 $199,435
2017$183,267
$32,878
$27,195
 $243,340
2013$120,842
$10,000
$10,199
 $141,041
2016$178,849
$21,424
$26,856
 $227,129
2012$108,192
$—
$9,370
 $117,562
2015$168,029
$20,800
$46,672
 $235,501
Lucas Schneider, Chief Financial Officer (2)
2014$110,731
$23,000
$23,009
 $156,740
2017$141,333
$21,197
$24,573
 $187,103
2013$88,461
$8,000
$4,074
 $100,535
2016$136,931
$12,618
$24,517
 $174,066
2012$—
$—
$—
 $—
2015$129,351
$17,150
$42,225
 $188,726


(1)These amounts include contributions by the Company to the defined contribution plan, allowance for non-participation in the Company insurance plans, payments to be used for insurance premiums and reimbursement for payment of taxes.
(2)Lucas Schneider was hired as the Company's Chief Financial Officer in December 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 approvedFor the following compensation structure: for regular board

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meetings2017 fiscal year, the governors in attendance will be compensated $350 per meeting;received $450 for each regular board meeting attended and $250 for each committee meetings governors will be compensated $200 per meeting. The governors must be in attendance to receive compensation.attended. 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 his services as chairman of our Board.Board in addition to compensation for attending regular board meetings and committee meetings. The vice chairman, Timothy VanDerWal,Ronald Jorgenson and treasurer, Luke Spalj and secretary, Warren Pankonin, each receive compensation in the amount of $500 per month in addition to compensation for attending regular board meetings and committee meetings. Warren Pankonin served as our secretary until August 2017 and received compensation in the amount of $500 per month in addition to compensation for attending regular board meetings and committee meetings. Following the appointment of David Eis to secretary in August 2017, he received compensation in the amount of $500 per month in addition to compensation for attending regular board meetings and committee meetings. The additional compensation for each is paid if each is present for the monthly executive committee meeting.

The table below shows the compensation paid to each of our governors and our former governor for the fiscal year ended October 31, 20142017. As of October 31, 2017, none of our governors had any options, warrants, or other similar rights to purchase securities of the Company.
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 Brittenham(3)
2014$3,350
$—
 $3,350
Russell Derickson2014$5,950
$87
 $6,037
2017$10,100
$484
 $10,584
David Eis2017$12,650
$716
 $13,366
William Garth (4)(3)
2014$5,600
$—
 $5,600
2017$5,800
$353
 $6,153
George Goblish2014$5,200
$370
 $5,570
2017$10,150
$1,565
 $11,715
Ronald Jorgenson2014$6,550
$1,529
 $8,079
2017$15,600
$1,771
 $17,371
Michael Landuyt(5)
2014$—
$—
 $—
2017$9,600
$512
 $10,112
David Moldan2014$20,150
$1,211
 $21,361
2017$23,600
$2,047
 $25,647
Warren Pankonin2014$13,350
$1,397
 $14,747
Mark Pankonin(4)
2017$1,900
$193
 $2,093
Warren Pankonin(5)
2017$7,650
$113
 $7,763
Luke Spalj2014$8,650
$1,302
 $9,952
2017$10,700
$612
 $11,312
Timothy VanDerWal2014$12,900
$106
 $13,006

(1)Includes reimbursementpayment for regular Board meetings, as well as committee meetings.meetings and additional monthly compensation for the chairman, vice chairman, treasurer and secretary.
(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.The compensation is paid to Indeck Renewable Energy, LLC.
(4)The compensation is paidMark Pankonin became a governor in August 2017 when he was appointed to Mr. Garth's employer, Indeck Energy, Inc.fill a vacancy.
(5)Mr. Landuyt was not appointedWarren Pankonin served as a governor until December 17, 2014 following the end of our 2014 fiscal year.August 2017.


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, 20142017, 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 to Highwater Ethanol, LLC at 24500 US Highway 14, Lamberton, MN 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 to Highwater Ethanol, LLC at 24500 US Highway 14, Lamberton, MN 56152.

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HIGHWATER ETHANOL, LLC 1) Read the Proxy Statement.
20152018 Annual Meeting - Thursday, March 12, 20158, 2018 2) Check the appropriate boxes on the proxy card below.
For Unit Holders as of January 28, 201524, 2018 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 20152018 Annual Meeting and any adjournments thereof, please return your proxy card by 5:00 p.m. on Tuesday,Wednesday, March 10, 2015.7, 2018. 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 THREE (3) nominees**
 ForAbstain/Withhold
George Goblishoo
WarrenMark Pankoninoo
Luke Spaljoo
                    
PROPOSAL TWO: APPROVAL OF THE PROPOSED AMENDMENTS TO THE MEMBER CONTROL AGREEMENT TO AFFIRMATIVELY ELECT GOVERNANCE UNDER THE NEW LLC ACT AND MAKE CHANGES CONSISTENT WITH THE NEW LLC ACT.
THE BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL.
ForAgainstAbstain
ooo


PROPOSAL THREE: APPROVAL OF THE AMENDMENT TO SECTION 5.3(b) OF THE MEMBER CONTROL AGREEMENT.
THE BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL.
ForAgainstAbstain
ooo


PROPOSAL FOUR: APPROVAL OF THE AMENDMENT TO SECTION 7.4 OF THE MEMBER CONTROL AGREEMENT.
THE BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL.
ForAgainstAbstain
ooo

By signing this proxy card, you appoint Ronald Jorgenson and David Moldan, and Timothy VanDerWal, jointly and severally, each with full power of substitution, as proxies to represent you at the 20152018 Annual Meeting of the Members to be held on Thursday, March 12, 20158, 2018, 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 20152018 Annual Meeting will commence at approximately 9:30 a.m. Please specify your choicechoices by marking the appropriate boxboxes 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 20152018 Annual Meeting, please return your proxy card by 5:00 p.m. on Tuesday,Wednesday, March 10, 20157, 2018. 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 20152018 Annual Meeting. If you do not mark any boxes, your units will be voted FOR for the incumbents George Goblish, WarrenMark Pankonin and Luke Spalj.Spalj, FOR Proposal Two, FOR Proposal Three, and FOR Proposal Four. 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 the proposal for whomwhich 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 20152018 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.