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Terril Brothers, Inc.
(d/b/a Terril & Company)
6 City Place Drive, Suite 1050
St. Louis, MO 63141
314-965-0344
www.terrilco.com
Part 2A of Form ADV
Disclosure Brochure
March 18, 2026
This brochure provides information about the operations and business practices of
Terril & Company (“Terril”). If you have any questions about the contents of this
brochure, please contact us at (314) 965-0344 or e-mail lauraroy@terrilco.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.
Terril & Company is a registered investment adviser. Registration as an investment
adviser does not imply a certain level of skill or training. The oral and written
communications of an adviser provide you with information about which you
determine to hire or retain an adviser.
Additional information about Terril also is available on the SEC’s website at
www.adviserinfo.sec.gov.
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Summary of Material Changes
The disclosure brochure is made available to you initially when you enter into an advisory
relationship with us. Annually, we will provide a summary of material changes to our brochure,
which includes the date of the last annual update and information on how you may obtain a
complete updated brochure at no expense.
We may also provide updated disclosure information about material changes on a more frequent
basis. We will provide you with a brochure any time without charge.
At this time, we have no material changes to report since the last update of our disclosure brochure
dated March 5, 2025.
If you would like to receive a copy of our complete brochure, please contact Laura Roy at
lauraroy@terrilco.com, or call us at (314) 965-0344. Additional information about us and about
persons affiliated with us who are registered as our investment adviser representatives (“your
advisory representative”) is also available via the SEC’s website, at www.adviserinfo.sec.gov.
Information regarding your advisory representative can also be found in the supplement to this
brochure.
Terril & Company
SEC File No.: 801-15619
CRD Number 110422
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Item 3 – Table of Contents
Item Number
Page Number
Item 1.
Cover Page
1
Item 2.
Material Changes
2
Item 3.
Table of Contents
3
Item 4.
Advisory Business
4
Item 5.
Fees and Compensation
4
Item 6.
Performance-Based Fees and Side-by-Side Management
6
Item 7.
Types of Clients
6
Item 8.
Methods of Analysis, Investment Strategies and Risk of Loss
6
Item 9.
Disciplinary Information
8
Item 10. Other Financial Industry Activities and Affiliations
8
Item 11.
8
Code of Ethics, Participation or Interest in Client Transactions, and
Personal Trading
Item 12. Brokerage Practices
9
Item 13.
Review of Accounts
10
Item 14. Client Referrals and Other Compensation
10
Item 15. Custody
10
Item 16. Investment Discretion
11
Item 17. Voting Client Securities
11
Item 18. Financial Information
11
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Item 4 – Advisory Business
Terril Brothers, Inc. d/b/a Terril & Company (“Terril”) is a corporation organized under the laws
of the state of Missouri. Terril is an SEC-registered investment adviser with its principal place of
business in St. Louis, Missouri. John Joseph (“Joe”) Terril founded the business by forming John
J. Terril & Company, Inc. in Florida in 1979. He later merged that entity with Terril Lauber &
Co., incorporated in March 1982. The assets of the business were transferred on June 17, 1988 to
Terril, a new Missouri corporation formed and wholly owned by Mr. Terril. Terril offers the
following advisory services to our clients:
Investment Advisory Services
Terril provides investment advisory services and occasional consulting services to its clients.
Terril’s investment advisory representative(s) meet one-on-one with clients to develop a portfolio
strategy, based on each client’s individual circumstances, goals and objectives. Terril evaluates a
client’s investment history, present situation and future outlook, and then creates a portfolio to
meet each client’s goals and objectives within such client’s defined risk tolerance, risk capacity
and return expectation.
Potential investments selected by Terril for clients include (i) equity securities, including
exchange-listed securities, exchange-listed ETF’s, exchange-listed closed-end mutual funds,
exchange-listed limited and general partnerships, over-the-counter securities and/or foreign issuer
securities, (ii) warrants, (iii) corporate debt securities of all types including reverse convertible and
non-investment grade (junk) bonds, (iv) certificates of deposit, (v) municipal securities, (vi)
investment company securities, (vii) United States government securities, (viii) cash commodities,
(ix) futures contracts on tangibles and intangibles, and (x) interests in partnerships investing in real
estate, oil and gas interests, (xi) investments in art and/or collectibles, (xii) money market funds
denominated in multi-currencies, (xiii) private equity investments. Terril also advises clients on
closely-held private business opportunities, mergers and company buyout opportunities. Clients
are allowed to restrict Terril from investing in certain types of securities.
Assets Under Management
As of March 5, 2026, Terril had approximately $987,811,543 of assets under management. Terril
manages all clients’ assets on a discretionary basis.
Item 5 – Fees and Compensation
Terril generally provides investment advisory services for a fee based on the percentage of assets
under management as follows:
Amount of Assets Under Management
First $1,000,000
Next $2,000,000
Next $2,000,000
Balance over $5,000,000
Fee
1% of assets under management
.75 of 1% of assets under management
.6 of 1% of assets under management
.5 of 1% of assets under management
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The above fees are guidelines only and may be negotiated with each client. Fees are payable
quarterly in arrears based on the market value of invested assets on the last business day of March,
June, September and December, time weighted to reflect deposits and withdrawals. We use market
values received from electronic sources that we consider to be reliable, but they may differ from
time to time from a custodian’s valuations. Electronic pricing services vary slightly on the price
of fixed income securities. Terril & Co. uses this information and determines the price of fixed
income securities on performance reports.
On a case-by-case basis, Terril may provide consulting services on an hourly fee basis, if requested
by a client. Terril charges $250 per hour payable as mutually agreed with a client.
Clients may pay fees using one of two options for our services:
• Direct debit: At the time we enter into an advisory agreement with you, we will solicit
your authorization for direct debit payments through a separate authorization agreement.
Each quarter thereafter, we will notify your custodian of the amount of the fee due and
payable to us. The custodian does not validate or check our fee.
• Check or wire transfer: Each quarter, we will issue an invoice for our services. You may
pay us by check or wire transfer, promptly following receipt of our invoice.
Terril requires that all clients enter into an investment advisory agreement, which may be
terminated at will upon written notice or by telephone or electronic mail by either party to the other
party. Termination shall not affect any fees resulting from transactions initiated before Terril
received written or telephonic notice of termination of the advisory agreement.
Additional Fees and Expenses
In addition to the advisory fees paid to us, you will pay fees or expenses to third parties, as
described below, when we purchase, sell or hold securities for your account. We do not receive,
directly or indirectly, any of the third-party fees described below. They are paid to your broker-
dealer, custodian, mutual fund or other third party, based on the types of investments you hold.
Terril does everything possible to negotiate and keep the fees at a minimum.
• Brokerage commissions
• Transaction fees
• Exchange fees
• SEC fees
• Advisory fees and administrative fees charged by mutual funds and exchange traded
funds
• Storage fees
• Custodial fees
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• Deferred sales charges on some mutual funds
• Odd-lot differentials
• Transfer taxes
• Wire transfer and electronic fund processing fees
We do not have any potential conflicts of interest relating to the fees charged for the operation of
our clients’ portfolios because we do not accept commissions or other compensation from the sale
of securities or other investment products. Terril’s total compensation is derived from fees charged
directly to clients, as described in this Section 5. Please see Item 12 regarding our brokerage
practices.
Item 6 – Performance-Based Fees and Side-by-Side Management
Performance-based fees are designed to give a portion of the returns of an investment to the
investment adviser as a reward for positive performance. The fee is generally a percentage of the
profits made on the investments. Neither Terril nor any supervised person of Terril accepts
performance-based fees.
Item 7 – Types of Clients
Terril provides investment advisory services to the following types of clients:
• High net worth individuals
Individuals (other than high net worth individuals)
•
• Pension and profit-sharing plans
• Corporations, trusts, estates and charitable organizations or other business entities not
listed above
• Other investment advisors.
As a condition for starting and maintaining an advisory relationship, we generally require a
minimum portfolio size of $250,000. However, Terril at its sole discretion, may accept clients
with smaller portfolios based upon certain factors including anticipated future earning capacity,
anticipated future additional assets, account composition, related account, and pre-existing client
relationships.
Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss
Terril does not operate a common fund and each client account is managed individually. When
determining an investment strategy for each client, we consider the client’s financial situation, age,
investment horizon, liquidity needs, risk tolerance and stated investment objectives. For example,
a retired person’s account, depending on their portfolio for income, may be conservative, while a
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trust fund for a young person could be managed for growth. Pension and profit sharing plans have
the “prudent man principle” to consider. The current and future rate of inflation, and its potential
effects, is a major consideration in the management of all accounts.
Terril carefully assesses the risks versus rewards of an investment and strives to manage risk by
selecting investments that it believes have the long-term potential to return three times the reward
for the risk assumed. We use mainly fundamental analysis. This means that when analyzing a
potential investment, we look at cash flows, book values, earnings, sales, balance sheets,
management and their history, order back-logs, potential new products, general level of interest
rates, existing and expected rates of inflation, existing and potential cash and stock dividends,
among other things. The main consideration that Terril looks at is the current price of the potential
investment. We also look at some technical and cyclical methods of analysis to investigate types
of potential investments on behalf of clients.
Terril constantly searches for investments with characteristics or catalysts that it believes are not
appreciated by most investors. For example, in some cases, Terril believes that earnings growth
is not correctly factored into the price, or that the asset value and cash generating potential of an
investment is not widely appreciated. When identifying potential investments, Terril focuses on
change – be it in the economy, technology or interest rates – that could boost market value.
Terril primarily uses a long-term investment philosophy, generally although not exclusively,
waiting three years or more until the positive, long-term fundamentals of an out-of-favor
investment surfaces and are rewarded by the market. Sometimes the fundamentals and price of an
investment can quickly change, and Terril will take advantage of such changes when applicable.
Terril also balances its long-term strategy, when possible, with short-term purchases of money-
market funds, treasury bills, short-term corporate bonds and tax-free notes, which are intended to
produce income and protect a client’s principal.
Terril primarily uses publicly available sources of information to research potential investments.
Terril also relies on information obtained from analyst meetings, industry conferences, corporate
conference calls, company websites and corporate visits.
We also manage risk and reward for some client portfolios through two quantitative asset selection
models. One is low volatility with lower expected returns, and the second is designed for more
aggressive accounts incurring higher risk but offering more reward.
In relation to its peers, Terril manages portfolios with less diversification and more concentrated
positions. In many cases, individual positions start at three to four percent (3-4%) of the portfolio
and can go higher if the investment appreciates in value. Terril believes this to be a prudent
approach, although other respected people in the industry can and do disagree.
Risk of Loss
Although we manage your portfolio in a manner consistent with your risk tolerances, there can be
no guarantee that our efforts will be successful. You should be prepared to bear the risk of loss.
All investments in securities involve a risk that can result in a loss of principal, a reduction in
earnings (including interest, dividends and other distributions), and loss of future earnings. The
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investment strategies described above are also subject to market, interest rate risk, economic risk
and the issuer’s business risks that will cause securities prices to fluctuate over time, sometimes
rapidly and unpredictably. In addition, as recent global and domestic events have shown, the
performance of any investment is not guaranteed. Terril believes that inflation and the potential
of inflation is always a major risk to clients’ principal.
Item 9 – Disciplinary Information
We do not have any legal, financial or other disciplinary items to report to you.
Item 10 – Other Financial Industry Activities and Affiliations
Neither Terril, nor any of its representatives, are registered or have an application pending to
register, as a broker-dealer or a registered representative of a broker dealer. Terril does not have
any relationship or arrangement that is material to its advisory business or to its clients with any
related person.
Item 11 – Code of Ethics, Participation or Interest in Client Transaction and Personal
Trading
Terril has adopted a Code of Ethics (Code”) designed to comply with and meet the requirements
of Rule 204A-1 under the Investment Advisers Act of 1940, and to reflect fully a registered
investment adviser’s fiduciary obligations and those of its supervised persons. The Code
establishes rules of conduct for all employees of Terril and is designed to, among other things,
govern personal securities trading activities in the accounts of employees, immediate
family/household accounts and accounts in which an employee has a beneficial interest. The Code
is based upon the principle that Terril and its employees owe a fiduciary duty to our clients to
conduct their affairs, including their personal securities transactions, in such a manner as to avoid
(i) serving their own personal interests ahead of clients, (ii) taking inappropriate advantage of their
position with the firm and (iii) any actual or potential conflicts of interest or any abuse of their
position of trust and responsibility.
Terril will provide a copy of our Code of Ethics to any client or prospective client upon request.
Neither Terril nor any related person of Terril recommends securities for client accounts in which
Terril or any related person of Terril has a material financial interest. Terril does not sell any
securities that it owns to clients.
In some cases, Terril will cross-trade securities, typically fixed income securities, between client
portfolios. While short-term fixed income securities may not be as diversified as a money market
fund and might have a rare liquidity and/or default risk, the client does generally earn a higher rate
of interest than available in money market funds, and the duration of securities held may be shorter
or longer than various money market mutual funds.
Terril may direct a cross trade when it believes that the transaction is in the best interest of our
clients, that no client is being disfavored by the transaction, and that the transaction receives the
best execution. Terril believes that “crossing” the securities between client accounts held at the
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same custodian benefits both of the clients who are participating in the cross-trade by eliminating
broker fees or mark-ups. Terril will use a broker to facilitate a sell of securities from client
accounts held at one custodian to client accounts held at a different custodian. Such transactions
do incur broker fees and mark-ups that are generally lower as the transactions are deemed riskless
to the broker facilitating the trade.
In a cross-trade transaction, Terril determines the actual price at which such securities are
transferred based on bond pricing services, among other factors. Terril determines which clients
participate in the buy side of the cross-trade based upon many portfolio management factors
including, but not limited to, the size of the client’s current cash position, such client’s immediate
and near-term cash needs and the size of the client’s current position in the subject issue. This
practice potentially may result in a conflict of interest when choosing which clients participate and
which do not. Further, potential conflicts of interest may arise by Terril representing both the
buyer and the seller in the cross transactions. A client may elect not to participate in any “crossing”
transactions by giving written notice to Terril.
Terril may buy or sell securities for its own firm account(s) that it also recommends to clients. Our
representatives and employees are also permitted to buy or sell the same securities for their
personal and family accounts that are bought or sold for your account(s). In order to deal with
potential conflicts of interest that arise as a result of this personal trading, Terril has a personal
securities transaction policy in place to monitor the personal securities transactions and securities
holdings of each Terril representative. Our representatives are not allowed to have an investment
account unless it is disclosed to Terril’s Chief Compliance Officer. In the event Terril and/or its
representatives are engaging in a securities transaction contemporaneously with clients, the clients’
purchases and sales are executed before any Terril-related accounts, except in situations where
prices are not affected by the transaction.
Item 12 – Brokerage Practices
We have discretionary authority to determine the broker-dealer used, the principal price and the
commission rate paid to the broker-dealer, if any, charged for transactions in client accounts. We
consistently seek to obtain the best overall execution for clients’ trades. Terril uses a number of
quality factors in selecting broker-dealers to execute a client’s trades, including the following:
commission rates, execution capability, service levels and financial condition. Terril will accept
a client’s broker directions. However, that direction may impose limitations on best overall
execution and, as a result, we may not be able to negotiate commissions or obtain volume
discounts, among other things.
When possible and when in the best interest of all participating clients, Terril buys and sells
securities in “block trades” in order to attempt to negotiate a volume discount for the securities
purchased or sold on behalf of clients. Prior to engaging in any block trade, Terril determines an
allocation strategy for the block trade and prepares an allocation statement specifying the
participating client accounts and how we intend to allocate the order among those clients. All
clients participating in each aggregated order shall pay the average price per share paid by all
accounts participating in the block trade. If the entire order is filled, clients shall receive their
portion of the allocation specified on the allocation statement. In the event an order is “partially
filled”, the allocation shall be made in the best interest of all the clients in the order, taking into
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account all relevant factors, including, but not limited to, the size of each client’s allocation,
clients’ liquidity needs and previous allocations.
There are occasions whereby better prices and executions for the clients can be achieved if the
entire block or available position is purchased or sold. Therefore, including an employee related
account in client block trades is permitted. Please note, all clients and employees receive the same
price and terms.
Research and other Soft Dollar Benefits
We do not enter into any “soft dollar” arrangements in which client commissions are used to
purchase third-party research, computer hardware or software or any other goods or services. We
do, however, receive unsolicited research from broker-dealers who execute our transactions, but
we have no obligation to give any broker-dealer business of any amount in return for that research.
The number one priority in executing trades is to always get the best execution possible for our
clients. We believe accepting research from firms provides benefits for all of our clients. This
information sometimes enhances our decision-making process. We also believe that the
commissions paid to the firm(s) which provide research are always competitive with others.
Item 13 – Review of Accounts
Terril continually monitors its investment portfolios and generally conducts a review of each
client’s account on at least a quarterly basis, although more frequent reviews are often triggered
by news of a material development, such as an earnings announcement, Federal Reserve Bank rate
action, a significant deposit or withdrawal by a client, or by client request.
Terril asks all investment advisory clients to please notify Terril of any changes in their investment
objectives and/or financial situation including tax brackets.
Investment advisory clients receive transaction confirmation notices and regular summary account
statements directly from their broker-dealer/custodian at least quarterly. Investment advisory
clients also receive a quarterly performance report from Terril.
Item 14 – Client Referrals and Other Compensation
Terril does not currently have any client referral relationships. Thus, it does not pay any fee to a
third party for making client referrals. Also, Terril does not direct brokerage transactions to any
third party in return for client referrals.
Item 15 – Custody
Terril has limited custody of client assets as a consequence of our ability to deduct advisory fees
directly from certain client accounts that have provided us written authority to do so. In most
cases, Terril helps clients to select a qualified custodian for client assets. The custodian generally
sends to the client a quarterly, or more frequent, account statement. Clients are urged to carefully
review the statements. Clients also will receive a quarterly statement from Terril. Clients are
urged to compare the account statements for any potential discrepancies.
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The custodian statement will show any fees paid to Terril & Company or the custodian. Clients
are asked to review the fees for accuracy against their written contracts with Terril and/or the
custodian. If the client believes there is a discrepancy, they are asked to notify Terril immediately.
Any necessary changes will be made immediately. From time to time, clients may send checks to
us payable to third parties. These checks are immediately forwarded to the third- party payee.
Item 16 – Investment Discretion
Terril only accepts clients on a discretionary asset management basis. This means that Terril places
trades in a client’s account without contacting the client prior to each trade to obtain the client’s
permission.
Our discretionary authority includes the ability to do the following without contacting the client:
• Determine the security to buy or sell; and/or
• Determine the amount of the security to buy or sell.
Our discretionary authority is provided by you through a limited power of attorney that
accompanies the advisory agreement that you sign with Terril. Our discretionary authority may
be limited by the investment guidelines or restrictions that you place in writing on your account,
if any. As an example, some accounts prohibit buying tobacco companies, alcohol companies or
certain medical research companies.
Item 17 – Voting Client Securities
Unless otherwise notified, Terril has the authority to vote on proxy matters in securities held in
your account and Terril has adopted policies and procedures reasonably designed to vote securities
in the best interest of the client. Voting rights are exercised by Terril on issues that we believe
will have an effect on the value of the security. We vote proxies in an attempt to maximize or
protect the value of the security. We look at both short-term and long-term consequences of the
voting matter. Terril may not vote every proxy matter if we determine in good faith that refraining
from voting is in your best interest or the issue to be voted upon is insignificant. We keep
information regarding how client proxies have been voted on file for five years. Terril will provide
a copy of our proxy voting policy and procedures or how client shares were voted to any client
upon request. In the event that a material conflict arises between the interests of our clients on the
one hand and our interests (including those of our affiliates, directors, officers, employees and
other similar persons) on the other hand, we may resolve such conflict in any of the following
manners: (i) abstain from voting in those situations; (ii) forward the proxy to clients when a conflict
appears; or (iii) utilize an independent third party to vote proxies on behalf of the adviser
Item 18 – Financial Information
Terril does not solicit fees of more than $1,200 per client more than six months in advance of
services rendered. Therefore, Terril is not required to include a financial statement as part of this
filing.
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Terril is a SEC registered firm that is deemed to have discretionary authority. As such, we are
required to disclose any financial condition that is reasonably likely to impair our ability to meet
our contractual obligations. Terril has no financial circumstances to report under this requirement.
Terril is not now, nor has ever been the subject of a bankruptcy petition.
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