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[Draft 2/10/26]
Item 1.
Cover Page
Form ADV, Part 2A
Disclosure Brochure
of
Essex Ridge Capital Group, LLC
9909 Clayton Road, Suite 203
St Louis, MO 63124
(314) 961-9400
http://www.essexridgecapital.com
Dated: February 10, 2026
This brochure provides information about the qualifications and business practices of Essex
Ridge Capital Group, LLC. If you have any questions about the contents of this brochure,
please contact us at (314) 961-9400 and john@essexridgecapital.com. The information in
this brochure has not been approved or verified by the United States Securities and Exchange
Commission (“SEC”) or by any state securities authority. Registration with the SEC or any
state securities authority does not imply a certain level of skill or training.
Additional information about Essex Ridge Capital Group, LLC also is available on the SEC’s
website at www.adviserinfo.sec.gov.
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Item 2.
Material Changes Summary
th
This brochure provides clients and prospective clients with information about Essex Ridge
Capital Group, LLC that should be considered before or at the time of obtaining our advisory
services. This brochure is required to be updated at least annually, or sooner when material
changes to our business take place. Each year we will deliver to you, by no later than April
30
, either: (i) a free updated brochure that includes or is accompanied by a summary of
material changes; or (ii) a summary of material changes and an offer to provide a free copy
of the updated brochure and how to obtain it.
Since our last annual update of this brochure on February 28, 2025, there are no material
changes to report.
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Item 3.
Table of Contents
Description
Page
Item 2.
Material Changes Summary ................................................................................................................................... 2
Item 4.
Advisory Business ..................................................................................................................................................... 4
Item 5.
Fees and Compensation .......................................................................................................................................... 4
Item 6.
Performance Based Fees and Side by Side Management ........................................................................... 5
Item 7.
Types of Clients and Minimum Requirements ............................................................................................... 5
Item 8.
Method of Analysis, Investment Strategies and Risk of Loss ................................................................... 6
Item 9.
Disciplinary Information ........................................................................................................................................ 9
Item 10.
Other Financial Industry Activities and Affiliations ................................................................................ 9
Item 11.
Code of Ethics, Interest in Client Transactions and Personal Trading ............................................. 9
Item 12.
Brokerage Practices ........................................................................................................................................... 10
Item 13.
Review of Accounts ............................................................................................................................................ 11
Item 14.
Client Referrals and Other Compensation ................................................................................................. 11
Item 15.
Custody.................................................................................................................................................................... 12
Item 16.
Investment Discretion ....................................................................................................................................... 12
Item 17.
Voting Client Securities ..................................................................................................................................... 13
Item 18.
Financial Information ........................................................................................................................................ 13
Item 19.
Requirements for State Registered Advisers ........................................................................................... 13
Miscellaneous ................................................................................................................................................................................. 14
Business Continuity Plan ....................................................................................................................................................... 14
Appendix 1 - Privacy Policy .................................................................................................................................................. 14
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Item 4.
Advisory Business
Firm Description
Essex Ridge Capital Group, LLC (“Adviser”) is an investment adviser currently registered
with the SEC pursuant to Section 203 of the Investment Advisers Act of 1940, as amended
Principal Owners
(the “Advisers Act”). Adviser was organized as a limited liability company in 2007.
Types of Advisory Services
Adviser’s principal owner is the David T. Printup Exempt Trust.
Adviser provides investment supervisory services, and on more than an occasional basis,
furnishes advice to clients on matters not involving securities. Adviser primarily offers
advice on the following types of investments: equity securities, warrants, corporate debt
securities, commercial paper, certificates of deposit, municipal securities, mutual fund
shares, U.S. government securities, and option contracts on securities.
Adviser’s investment advisory services for high net worth individual and other institutional
accounts include assisting clients with establishing the appropriate portfolio asset
allocation, selecting investment managers for various strategies, and monitoring the selected
investment managers (which includes an evaluation and performance analysis of the
Assets Under Management
investment managers).
Adviser provides investment advisory services on a discretionary basis to institutions, high-
net worth individuals and investment companies. As of December 31, 2022, Adviser’s total
assets under management are as follows:
Discretionary Clients = $146,246,394.79
Non-Discretionary Clients = $0
Item 5.
Fees and Compensation
Description
The annual fee for high net worth individual and other institutional accounts is typically
Fee Billing
1.00% of assets under management.
Fees for high net worth individual and other institutional accounts are generally charged
monthly in advance, based on the value of the client's account at the end of the prior calendar
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month. New accounts are charged a pro-rata fee for the month based on initial assets
deposited in the account.
Clients typically grant Adviser authority to deduct their fees directly from their account. The
client’s custodian will provide regular account statements directly to the client that reflect
all transactions in the client’s account(s), including the amount of any advisory fee deducted.
The client is responsible for verifying the accuracy of the fee calculation, as the client’s
Other Fees and Expenses
custodian will not determine whether or not the fee was properly calculated.
Adviser’s fees do not include any expenses related to its advice to clients on matters not
involving securities, which expenses will be charged to the client upon Adviser’s receipt of
an invoice from third-party service providers. Adviser’s fees do not include brokerage
commissions or securities transaction fees charged by client’s custodian. Mutual funds,
exchange-traded funds (“ETFs”) or other investment vehicles in which a client’s assets may
be invested charge their own advisory fees and other fees and expenses, as described in each
fund’s prospectus or offering document, and such fees and expenses are in addition to those
Termination of Advisory Agreement
charged by Adviser.
Either the client or Adviser may terminate the investment advisory contract by providing
prior written notice to Adviser as provided in its investment advisory agreement, typically
30 days.
Upon termination, accounts are charged a pro-rata daily fee through the termination date
based on the value of the account on the termination date. The proration is determined as
the number of calendar days through the termination date relative to the number of calendar
days in the quarter. Any prepaid fees relating to the remainder of the calendar quarter are
refunded to the client. Earned, unpaid fees, if any, will be due and payable.
Item 6.
Performance Based Fees and Side by Side Management
Adviser does not charge performance-based fees.
Item 7.
Types of Clients and Minimum Requirements
Adviser generally provides investment advice to high net worth individuals, investment
companies (including private funds), pension and profit sharing plans, trusts, estates, or
charitable organizations, corporations and other business entities.
Adviser has certain minimum thresholds that have been established to allow Adviser to
provide the high level of personal services and attention which Adviser believes its clients
deserve. Adviser has established a minimum initial account value of $100,000 for new
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accounts of high net worth individuals. The minimum account size for an institutional
account is $250,000. Adviser may, in its sole discretion, accept such lesser amounts as it
deems appropriate.
Method of Analysis, Investment Strategies and Risk of Loss
Item 8.
Methods of Analysis
Adviser typically selects a variety of professional investment managers to oversee portions
of a client's investment portfolio. Underlying managers are initially screened through a
rigorous and disciplined due diligence process by Adviser or Adviser’s investment
consultant. The diligence process typically involves personal visits, phone interviews and a
review of the managers’ responses to a questionnaire. Each manager’s philosophy, decision-
making process, organization, and performance are analyzed and tested to ensure accuracy,
and evaluated relative to the needs of each client. Adviser will apply the same rigorous
analysis to the selected managers on an ongoing basis.
Managers are monitored through monthly contact, quarterly visits, and ongoing analyses of
their performance and investment strategies. Adviser generally contacts the consultant or
investment manager on a daily basis and, on at least a weekly basis, receives valuation
reports. Adviser receives monthly reviews of performance and attribution from the
consultant. There is also an on-going review of the consultant and underlying investment
manager by Adviser.
The individual investment managers selected by Adviser typically employ fundamental
and/or technical analyses, but may also use charting or cyclical analyses.
Although Adviser typically implements its investment strategy through a variety of
managers that are particularly experienced in different segments of the securities markets,
Adviser may also directly implement its investment strategies. Adviser recommends
investment strategies that it believes are appropriate based on each client's investment
objectives and investment restrictions, if any. Adviser’s method of security analysis is
primarily fundamental. Adviser examines macroeconomic, financial and other qualitative
and quantitative factors, regardless of the size of the account. Adviser obtains information
about potential investments from all types of public information including, but not
exclusively, filings with the SEC and other federal and state regulatory agencies, financial
publications, discussions with corporate management, sell-side analysts, industry reports,
press releases, research reports and corporate rating services. In conducting such analysis,
the data that Adviser reviews is generally considered reliable but Adviser cannot guarantee
nor has it verified its accuracy. In addition, the data that Adviser reviews is sometimes
subjective in nature and open to interpretation. Even if Adviser’s data and interpretation of
the data is correct, there may be other factors that determine the value of securities other
Investment Strategies
than those considered in fundamental analysis.
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Adviser typically uses a long-term investment strategy to implement its advice to clients, but
may occasionally use a short-term strategy if Adviser believes it is appropriate.
A long-term purchase strategy generally assumes the financial markets will go up in the long-
term, which may not be the case. There is also the risk that the segment of the market that a
client is invested in, or perhaps just a client’s particular investment, will go down over time
even if the overall financial markets advance. Purchasing investments long-term may
involve an opportunity cost – that of “locking-up” assets that may be better utilized in the
short-term for other investments.
A short-term purchase strategy generally assumes that an adviser can predict how financial
markets will perform in the short-term, which may be very difficult. There are many factors
that can affect financial market performance in the short-term (e.g., short-term interest rate
changes, cyclical earnings announcements, etc.) but may have a smaller impact over longer
periods of times.
Periodically, Adviser may invest in ETF’s, which own a basket of stocks that track a particular
stock market index. Changes in the price of an ETF, before deducting its expenses, track the
Risk of Loss
movement of the associated index relatively closely.
Investing in securities involves risk of loss that clients should be prepared to bear.
Market Risk
Risk refers to the possibility that a client will lose money (both principal and any earnings)
or fail to make money on an investment. Adviser cannot guarantee that it will achieve a
client’s investment objective. Below are some of the more specific risks of investments in
which clients may invest:
.
Management Risk
The prices of securities in which clients invest may decline in response to
certain events taking place around the world, including those directly involving the
companies whose securities are owned by the client or an underlying fund; conditions
affecting the general economy; overall market changes; local, regional or global political,
social or economic instability; and currency, interest rate and commodity price fluctuations.
Clients should have a long-term perspective and be able to tolerate potentially sharp declines
in market value.
. Adviser’s investment approach may fail to produce the intended
results. If Adviser’s perception of the performance of a specific asset class or underlying fund
is not realized in the expected time frame, the overall performance of client’s portfolio may
suffer. Equity Risk
. Equity securities tend to be more volatile than other investment choices.
The value of an individual equity security can be more volatile than the market as a whole.
This volatility affects the value of the client’s overall portfolio. Small- and mid-cap companies
are subject to additional risks. Smaller companies may experience greater volatility, higher
failure rates, more limited markets, product lines, financial resources, and less management
experience than larger companies. Smaller companies may also have a lower trading
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Other Investment Companies Risk.
volume, which may disproportionately affect their market price, tending to make them fall
more in response to selling pressure than is the case with larger companies.
Derivatives Risk
When a client invests in underlying funds,
including private funds, open end mutual funds or ETFs, the client indirectly bears its
proportionate share of any fees and expenses payable directly by those funds. Therefore,
the client will incur higher expenses, some of which may be duplicative. In addition, the
client’s overall portfolio may be affected by losses of an underlying fund and the level of risk
arising from the investment practices of an underlying fund (e.g., the use of derivatives).
ETFs are also subject to the following risks: (i) an ETF’s shares may trade at a market price
that is above or below its net asset value; (ii) the ETF may employ an investment strategy
that utilizes high leverage ratios; or (iii) trading of an ETF’s shares may be halted if the listing
exchange’s officials deem such action appropriate, the shares are de-listed from the
exchange, or the activation of market-wide “circuit breakers” (which are tied to large
decreases in stock prices) halts stock trading generally. Adviser has no control over the risks
taken by the underlying funds in which clients invest.
Foreign Securities Risk
. Funds in a client’s portfolio may use derivative instruments. The value
of these derivative instruments derives from the value of an underlying asset, currency or
index. Derivative investments by mutual funds, ETFs or other investment vehicles in which
the client invests involve the risk that the value of the underlying fund’s derivatives may rise
or fall more rapidly than other investments, and the risk that it may lose more than the
amount that it invested in the derivative instrument in the first place. Derivative instruments
also involve the risk that other parties to the derivative contract may fail to meet their
obligations, which could cause losses.
Fixed Income Risk.
. Foreign securities are subject to additional risks not typically
associated with investments in domestic securities. These risks may include, among others,
currency risk, country risks (political, diplomatic, regional conflicts, terrorism, war, social
and economic instability, currency devaluations and policies that have the effect of limiting
or restricting foreign investment or the movement of assets), different trading practices, less
government supervision, less publicly available information, limited trading markets and
greater volatility. To the extent that underlying funds invest in issuers located in emerging
markets, the risk may be heightened by political changes, changes in taxation, or currency
controls that could adversely affect the values of these investments. Emerging markets have
been more volatile than the markets of developed countries with more mature economies.
Municipal Securities Risk.
The issuer of a fixed income security may not be able to make
interest and principal payments when due. Generally, the lower the credit rating of a
security, the greater the risk that the issuer will default on its obligation. If a rating agency
gives a debt security a lower rating, the value of the debt security will decline because
investors will demand a higher rate of return. As nominal interest rates rise, the value of
fixed income securities is likely to decrease. A nominal interest rate is the sum of a real
interest rate and an expected inflation rate.
The value of municipal obligations can fluctuate over time,
and may be affected by adverse political, legislative and tax changes, as well as by financial
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developments that affect the municipal issuers. Because many municipal obligations are
issued to finance similar projects by municipalities (e.g., housing, healthcare, water and
sewer projects, etc.), conditions in the sector related to the project can affect the overall
municipal market. Payment of municipal obligations may depend on an issuer’s general
unrestricted revenues, revenue generated by a specific project, the operator of the project,
or government appropriation or aid. There is a greater risk if investors can look only to the
revenue generated by the project. In addition, municipal bonds generally are traded in the
“over-the-counter” market among dealers and other large institutional investors. From time
to time, liquidity in the municipal bond market (the ability to buy and sell bonds readily) may
be reduced in response to overall economic conditions and credit tightening.
Item 9.
Disciplinary Information
Adviser has no material legal or disciplinary events to report.
Other Financial Industry Activities and Affiliations
Item 10.
Adviser has no financial industry activities or affiliates to report.
Code of Ethics, Interest in Client Transactions and Personal Trading
Item 11.
Code of Ethics
Adviser has adopted a Code of Ethics pursuant to Rule 204A-1 under the Advisers Act which
is based on the principle that Adviser and its employees owe a fiduciary duty to clients. To
comply with this duty, Adviser’s advisory personnel must avoid activities or interests that
might interfere with making decisions in the best interests of clients. Under the Code of
Ethics, Adviser’s advisory personnel are required to submit regular reports of their personal
securities transactions to the Chief Compliance Officer of Adviser for review. In addition,
each person subject to the Code of Ethics is required to report all violations of which such
person becomes aware to the Chief Compliance Officer. Adviser will provide a copy of its
Participation or Interest in Client Transactions
Code of Ethics, free of charge, upon the written request of any client.
Adviser generally does not recommend investments to clients in which Adviser or any of its
owners, officers, directors and employees has a financial interest. If any such investment
Personal Trading
were proposed, Adviser shall disclose such an interest in the transaction to the client.
From time to time, Adviser’s owners, officers, directors and employees may purchase
securities for their own personal accounts, which are also purchased on behalf of clients. In
such cases, Adviser’s owners, officers, directors and employees will not effect transactions
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for their personal accounts which will be contrary to recommendations being made to
clients. Adviser and its owners, officers, directors and employees will not compete with
clients in connection with such transactions. Adviser has adopted an Insider Trading Policy
that prohibits Adviser’s owners, officers, directors and employees advisory representatives
from trading on material non-public information.
Item 12.
Brokerage Practices
Recommending Brokerage Firms
In selecting and recommending brokers to execute client transactions, Adviser considers a
number of factors, including but not limited to price, the quality of trade executions, quality
Client-Directed Brokerage
of client services, and the broker’s responsiveness to and communication with Adviser.
A client may, in writing, direct Adviser to use a particular broker to execute portfolio
transactions for its account or request that certain types of securities not be purchased for
its account. In such instances, Adviser will place all orders pursuant to its investment
determinations on behalf of client’s portfolio through the broker selected by the client, even
though Adviser may be able to obtain a more favorable net price and execution from another
broker in particular transactions. A client who designates the use of a particular broker
should understand that it may lose (i) the possible advantage that Adviser’s other clients
derive from aggregation of orders for several clients as a single transaction for the purchase
or sale of a particular security and (ii) the ability of Adviser to effectively negotiate the
commission rate, obtain volume discounts and best execution may not be achieved. In
addition, under these circumstances a disparity in commission rates may exist between
commissions charged to other clients. Such a client’s trades may also be affected with or
Best Execution
after the trades of clients that have not designated a particular broker.
Adviser prefers to select the broker/dealer that will provide best execution of portfolio
transactions for client’s accounts. Generally, the client leaves the selection of the
broker/dealer to Adviser. In selecting a broker/dealer for each specific transaction, Adviser
uses its best judgment to choose the broker/dealer most capable of providing the services
necessary to obtain the best available price and most favorable execution reasonably
obtainable under the circumstances. Adviser typically considers the full range and quality
of brokerage services when making this judgment. Such brokerage services may include:
capable floor brokers or traders, competent block trading coverage, ability to position,
capital strength and stability, reliable and accurate communications and settlement
processing, use of automation, knowledge of other buyers or sellers, administrative ability,
underwriting and provision of information on the particular security or market in which the
transaction is to occur. In light of all relevant factors, Adviser typically will select the market
mechanism which offers the best qualitative execution for client transactions.
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Adviser attempts to assess the reasonableness of commissions paid in light of the total
brokerage and research services provided by each particular broker-dealer.
The
determination may be viewed in terms of either the particular transaction involved or the
overall responsibilities of Adviser with respect to the accounts over which it exercises
Soft Dollars
investment discretion.
Adviser does not enter into so-called “soft dollar arrangements,” where Adviser directs client
Order Aggregation
commissions to a broker-dealer that provides research and brokerage services to Adviser.
Adviser does not aggregate trades.
Review of Accounts
Item 13.
Client portfolios are reviewed regularly by David T. McGinnis, Adviser’s Managing Director,
and John C. Goltermann, Jr., Adviser’s Chief Compliance Officer. Adviser typically provides a
quarterly performance report to individual and institutional clients showing performance of
client’s account for the most recent quarter, year-to-date, and since inception of the account.
Adviser will contact each client at least annually to determine whether there have been any
changes in the client’s financial situation or investment objectives, or whether the client
wishes to impose reasonable restrictions on the management of the account or modify an
existing restriction. Clients will be notified quarterly in writing that Adviser should be
contacted if there have been any changes in the client’s financial situation or the way in
which the client’s portfolio should be managed.
At the client’s request, Adviser’s owners, officers or directors who are knowledgeable about
Adviser’s management style, are available on a reasonable basis to meet with the client at
Adviser’s office or by telephone.
Item 14.
Client Referrals and Other Compensation
Incoming Referrals
Adviser encourages and promotes referrals of clients to our advisory firm. Adviser does not,
Referrals of Other Professionals
but may in the future, compensate people or firms for providing referrals.
Adviser may refer clients to other service professionals if requested or deemed necessary,
based on the specific needs of the client. For example, Adviser may refer clients to legal
counsel or accountants. It is possible that these professionals may, in turn, make referrals of
their clients seeking investment advice to Adviser.
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Other Compensation
Adviser does not receive sales charges, commissions, service fees, 12b-1 fees or other
compensation from a non-client in connection with providing investment advice to a client.
Custody
Item 15.
Adviser typically will not accept physical custody of clients’ securities or cash. Clients will
retain ownership of all securities and cash in their accounts. Custody of client assets will be
maintained only with “qualified custodians” as defined under the Advisers Act and selected
by Adviser in its discretion, which selection may change from time to time. Clients typically
grant Adviser authority to deduct its fees directly from the client’s account. Each client’s
qualified custodian will provide regular account statements directly to them that reflects all
transactions in their account(s), including the amount of any advisory fee deducted. Clients
should inform Adviser promptly if they are not receiving account statements from their
qualified custodian at least quarterly. The client is responsible for verifying the accuracy of
the fee calculation, as the client’s qualified custodian will not determine whether or not the
fee was properly calculated. Clients are encouraged to compare the account statements
received from their qualified custodian with any reports received from Adviser.
Investment Discretion
Item 16.
Discretionary Trading Authority
Any client may provide in its advisory contract or otherwise instruct Adviser as to specific
conditions or limitations on the types of investments to be made for its account. Absent such
conditions or limitations, Adviser's written investment advisory agreements typically grant
Adviser general discretionary authority in the management of client accounts, including:
•
•
•
•
which securities are to be bought or sold;
the total amount of the securities to be bought or sold;
through which brokers securities are to be bought or sold; and
the commission rates at which securities transactions for client accounts are
effected.
Adviser may delegate its discretionary authority to other investment managers selected by
Limited Power of Attorney
Adviser.
Clients who have granted discretionary trading authority to Adviser are required to grant a
“limited power of attorney” to Adviser over client’s custodial account for purposes of trading
and fee deduction. The client grants this authority in the brokerage account application.
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Item 17.
Voting Client Securities
Generally, Adviser does not accept authority to vote proxies for clients. Each client retains
proxy voting authority over the securities held in the client’s account and is responsible for
directing its custodian to promptly forward to them all proxy solicitation notices that relate
to securities held in their account. Such clients may thereafter, in their sole discretion and
at their sole expense, decide how to vote such proxies. Adviser may offer assistance as to
proxy matters upon a client's request, but the client always retains the proxy voting
authority, unless Adviser and the client agree otherwise in writing.
Financial Information
Item 18.
Adviser is not aware of any financial conditions that are reasonably likely to impair the
fulfillment of its contractual commitments to its clients.
Requirements for State Registered Advisers
Item 19.
Because Adviser is registered with the SEC, this Item is not applicable.
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Miscellaneous
Business Continuity Plan
Adviser has adopted a business continuity plan that governs how its operations will be
conducted in the case of an internal or external significant business disruption. In the case
of a significant business disruption that affects communication with or to Adviser’s main
offices, clients are urged to call Adviser’s emergency number at 314-406-5542 (John C.
Goltermann, Jr.) or the client’s qualified custodian for any and all questions that they may
have with respect to their account. A summary of Adviser’s business continuity plan will be
made available to any client upon written request.
Appendix 1 - Privacy Policy
Adviser collects personal financial information about clients from the following sources:
•
Information received from the client during the investment advisory process,
through conversations and correspondence, and
•
Information about the client’s transactions with independent money
managers or broker-dealers who may manage the client’s assets or effect
securities transactions on the client’s behalf.
Adviser does not disclose any personal financial information about clients to anyone, except
with such client’s consent or as required or permitted by law. As permitted by law, Adviser
may disclose some or all of the information it collects to independent parties that service
clients’ accounts in order to provide services requested by such clients. These service
providers may include broker-dealers, banks, and security clearing agencies, and others who
provide services to us, parties who provide technical support for our systems and Adviser’s
legal and accounting professionals, as well as government agencies and other parties.
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