Overview

Assets Under Management: $1.1 billion
Headquarters: SARASOTA, FL
High-Net-Worth Clients: 306
Average Client Assets: $3 million

Services Offered

Services: Financial Planning, Portfolio Management for Individuals

Fee Structure

Primary Fee Schedule (ADV PART 2A)

MinMaxMarginal Fee Rate
$0 $1,000,000 1.00%
$1,000,001 $5,000,000 0.70%
$5,000,001 and above 0.50%
Illustrative Fee Rates
Total AssetsAnnual FeesAverage Fee Rate
$1 million $10,000 1.00%
$5 million $38,000 0.76%
$10 million $63,000 0.63%
$50 million $263,000 0.53%
$100 million $513,000 0.51%

Clients

Number of High-Net-Worth Clients: 306
Percentage of Firm Assets Belonging to High-Net-Worth Clients: 82.55
Average High-Net-Worth Client Assets: $3 million
Total Client Accounts: 1,882
Discretionary Accounts: 1,882

Regulatory Filings

CRD Number: 108058
Last Filing Date: 2024-08-06 00:00:00
Website: https://www.instagram.com/jlbainbridge/

Form ADV Documents

Primary Brochure: ADV PART 2A (2025-03-13)

View Document Text
1582 Main Street Sarasota, Florida 34236 941-365-3435 800-899-5171 www.jlbainbridge.com ITEM 1 - COVER PAGE FORM ADV Part 2 A March 13, 2025 This Brochure provides information about the qualifications and business practices of J.L. Bainbridge & Company, Inc. (“J.L. Bainbridge” or “JLB” or “adviser” or “the firm”). If you have any questions about the contents of this brochure, please contact us at 941-365-3435 or by email at JChauvel@jlbainbridge.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. J.L. Bainbridge is a registered investment adviser. Registration of an Investment Adviser does not imply any level of skill or training. The information is being provided to allow you to determine if you wish to hire or retain the adviser. Additional information about the J.L. Bainbridge (CRD# 108058) is available on the SEC’s website at www.adviserinfo.sec.gov. The SEC’s website also provides information about any persons affiliated with the firm who are registered or are required to be registered, as investment adviser representatives of the firm. 1 ITEM 3- TABLE OF CONTENTS ITEM 1 - COVER PAGE ......................................................................................................................... 1 ITEM 3- TABLE OF CONTENTS .......................................................................................................... 2 ITEM 2- MATERIAL CHANGES .......................................................................................................... 3 ITEM 4- ADVISORY BUSINESS ........................................................................................................... 4 ITEM 5- FEES AND COMPENSATION ................................................................................................ 6 ITEM 6- PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT ............................... 8 ITEM 7- TYPES OF CLIENTS ............................................................................................................... 8 ITEM 8 METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS ................... 9 ITEM 9- DISCIPLINARY INFORMATION ......................................................................................... 12 ITEM 10- OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS ............................... 12 ITEM 11- CODE OF ETHICS ............................................................................................................... 12 ITEM 12- BROKERAGE PRACTICES ................................................................................................. 13 ITEM 13- REVIEW OF ACCOUNTS .................................................................................................... 14 ITEM 14- CLIENT REFERRALS AND OTHER COMPENSATION .................................................... 15 ITEM 15- CUSTODY ........................................................................................................................... 16 ITEM 16- INVESTMENT DISCRETION .............................................................................................. 17 ITEM 17- VOTING CLIENT SECURITIES ........................................................................................... 17 ITEM 18- FINANCIAL INFORMATION ............................................................................................. 18 2 ITEM 2- MATERIAL CHANGES This Brochure dated March 13, 2025 shall replace the firm’s previous brochure dated August 5th, 2024, with the following changes: Item 5 Fees and Compensation Updated termination and billing policy for clarity. Item 8 Methods of Analysis, Investment Strategies, and Risk of Loss We provided information related to cash sweep interest rates. 3 ITEM 4- ADVISORY BUSINESS J.L. Bainbridge was founded in 1981 and is primarily owned by Jerry L. Bainbridge-Chief Executive Officer and Fay E. Bainbridge-Treasurer. Please refer to the ADV Part 1 found at www.adviser.sec.gov for additional minority owners of JL Bainbridge. J.L. Bainbridge provides investment advice to retail clients. The firm primarily invests the client portfolios using the firm’s primary investment program which is conservative growth in established domestically based companies. JLB also provides retail clients with investment management advice using the firm’s fixed income program. For further detail on the investment management process at JLB, please refer to ITEM 8 Methods of Analysis, Investment Strategies, and Risk of Loss in this Brochure. The firm provides investment management services primarily limited to Growth and Income objectives. The Growth program uses primarily stocks. However, on a limited basis when accounts are first onboarded the firm will advise on and maintain other holdings such as ETFs and Mutual funds. The Income program uses a combination of securities including Stocks, Bonds, ETF’s, Mutual Funds, CDs, and Treasuries. The company provides discretionary investment management services for individuals and high net worth individuals, pension plans and 401K’s. The firm will manage the client’s account according to its Growth and Fixed Income Programs of the firm. The firm will allow the client to impose limited restrictions on investing in certain types of securities as they indicate in writing. Furthermore, the firm will take into consideration initial assets used to fund the client’s portfolio for tax purposes. JLB also provides a covered call option selection that can be added to your strategy. If selected, we will purchase in your account call options that are issued against stocks that you own and give the buyer the right to purchase your stock at a designed price over a specific timeframe. Our strategy involves selling long-term calls options with a price that the buyer can purchase your stock above the current price. Clients may also have pledged assets and invest on a margin basis. Although these are not part of our recommended strategy, we will help manage these assets. Held Away Assets Assets in accounts with a financial institution or third party other than the primary custodian we work with. Effective June 1st, 2022, JLB provides services for primarily individual 401(k), 403b, Thrift Savings Plans and 529 accounts through the use of held away services. We also have the ability to add other custodians outside of the main custodian we work with. The service will allow us to have discretion and leverage the trade order management process, without having direct custody of your assets. We are not affiliated with the platform and receive no compensation for the use of the platform. Once the client has authorized us, we can regularly review the available investment options in these accounts, monitor them, and implement our strategies in the same way we do other accounts, using different tools, as necessary. Medicare Insurance Analytics Clients of JLB are able to utilize the services of Caribou Medicare Planning Services recently acquired by Move Health Partners to gain a greater understanding of their Medicare related 4 insurance options. As of 2025 clients are also able to take advantage of enrollment services not previously offered by Caribou. Currently, Clients are not charged for either service. JLB and its representatives do not sell insurance products or recommend insurers. are not registered insurance agents and are not providing any insurance advice. The service is for the clients of JLB to gain knowledge and the potential for enrollment assistance through Move Health Partners . Any recommendation made by the analysis service shall be implemented at the discretion of the client, although there is no obligation to utilize the service or to purchase insurance from any of the providers recommended Please refer to ITEM 8 METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS - Hedging/Option Risk Assets Under Management: As of December 31st, 2024, the total amount of client’s assets under management is $1.201.403,982 for 804 clients on a discretionary basis. JLB shall provide financial planning services as an incremental part of the overall services to clients. JLB will not charge additional financial planning fees. We have an inherent conflict of interest whenever we provide Financial Planning services to a client and Investment Advisory services. It could be in our best interest not to recommend paying down debt that would directly reduce the Assets Under Management that we manage and charge a percentage fee for. We mitigate this conflict by providing an overall plan suitable and in the best interest of the client. Whenever we provide Financial Planning Services we shall: 1. Document the scope of work in an agreement. 2. Prepare a questionnaire to understand the client’s needs. 3. Conduct a reasonable level of due diligence when referring other professionals to the financial planning client. 4. Disclosure of any and all compensation methods we shall receive. 5. Conduct reasonable due diligence when recommending or using technologies when providing professional CFP® services to a client. 6. Periodically monitor the CFP Board’s Code of Ethics and Standard of Conduct Whenever JLB makes a recommendation for the Financial Planning client to utilize the services of a third-party as mentioned above, JLB shall: • Have a reasonable basis for the recommendation or Engagement based on the person’s reputation, experience, and qualifications; • Disclose to the Client, at the time of the recommendation or prior to the Engagement, any arrangement by which someone who is not the Client will compensate or provide some other material economic benefit to the CFP® professional, the CFP® Professional’s Firm, or a Related Party for the recommendation or Engagement; and • When engaging a person to provide services for a client, exercise reasonable care to protect the Client’s interests. When selecting or using and recommending technology JLB shall document the due-diligence process which will include: • Exercising reasonable care and judgment when selecting, using, or recommending any 5 software, digital advice tool, or other technology while providing Professional Services to a Client. • Having reasonable level of understanding of the assumptions and outcomes of the technology employed. • Having reasonable basis for believing that the technology produces reliable, objective, and appropriate outcomes. The CFP® professionals of JLB will also review the complete CFP Board Code of Ethics and Standards of Conduct and the Practice Standards to ensure proper implementation within the firm. ITEM 5- FEES AND COMPENSATION The specific manner in which fees are charged is established in a client’s written agreement. However, the general fee structures are outlined below. Investment Management Fees J. L. Bainbridge is compensated solely through the investment management fees it charges its clients in arrears on a semi-annual basis. J.L. Bainbridge will deduct fees Semiannually on the value of the client’s portfolio on the last trading day of each month in the billing period. A few legacy clients will send a check for the payment of their fees after receiving an invoice. The fees are calculated using the value from our third party portfolio management system, The third party portfolio management system’s values may differ from the market value generated by your custodian for various reasons, such as accounting methods, and transactions timing We do not charge on cash in most of the portfolio strategies. Some exceptions will occur, generally, in our fixed income portfolio strategy. In all cases the specific fees or waiving of any fees will be documented in the client’s fee agreement. When we do charge on cash it is because we consider cash an asset class and therefore will manage it as we would all the asset classes in your portfolio. The fee charged on the portfolio could effectively be higher than the return on any asset class. The investment advisor representatives along with their clients may from time to time make adjustments to waive or reduce fees as mutually agreed. In conjunction with accounts that have a designated JLB investment strategy growth or growth and income, in some cases we will monitor as a part of the clients total portfolio with the firm, additional Charles Schwab account(s) registered to a client without a designated strategy or for cash management when it is complimentary to the continuous management of the client’s total portfolio to do so. JL Bainbridge will obtain discretionary authority of these accounts to facilitate review and trading requests by the client. We may utilize treasuries, money market and cash in the management of cash only accounts. However, JL Bainbridge will not include this account in any investment committee trading relevant to the growth and growth and income model strategies. Cash Management and modeless accounts will not be charged a fee but will be listed on the clients Semi-Annual JL Bainbridge Statement as a part of your portfolio. The client will be prompted to review Charles Schwab account statements which are sent to the client at least quarterly. The performance of assets in these accounts will be included on JLB Statements. JL Bainbridge retains the right to determine whether or not this option will be available to the client based on the individual discussions that take place between the client and advisor. 6 J.L. Bainbridge shall implement the fees based on the household values. Householding is generally understood to occur when a financial firm groups accounts based on their preexisting relationship with one another. Such as accounts of a married couple and their adult children living at home. Householding accounts at J.L. Bainbridge may occur with other types of relationships which will be documented in the agreement. Clients that terminate their relationship within the six-month period will not be charged for the full six months unless otherwise agreed to by the client. We will prorate to the date the client terminated the relationship. JLB reserves the right to terminate a client relationship due to non-payment of fees that are Ninety (90) days past due and/or the client's inability or failure to provide the necessary information, such as signed agreements, custodial documentation, or other materials required for us to provide advisory services, within a reasonable period of time. JLB may also terminate the relationship for other reasons as determined appropriate. In the event of termination, we will provide the client with thirty (30) days written notice and prorate any fees earned through the termination date. Clients who wish to terminate their relationship due to dissatisfaction must notify JLB within six (6) months from the date of termination to avoid being billed for the applicable period. This refund policy does not apply to situations where fees were charged in error or miscalculated. Non-payment may occur for various reasons, including but not limited to dissatisfaction with services, financial circumstances, or administrative issues. We reserve the discretion to waive all or part of any fees for various reasons. Clients should review their custodial statements to verify the deduction of the fee to the invoice generated by JLB. Furthermore, clients should determine if there are any discrepancies based on the agreement signed with the firm. If there are any discrepancies or questions, Clients are encouraged to contact the firm directly. The client can also contact the custodian directly at any time. If the client does not receive a statement from the custodian, please contact us immediately. Depending on the circumstances the firm can agree to prorate management fees for accounts that experience significant cash flows during the period. The client’s invoice will reflect any prorated management fee. The client will also generally pay brokerage commissions and transactions fees to the client’s custodian/broker-dealer. Clients can also incur other custodial charges such as custodial fees, deferred sales charges, transfer taxes, wire transfer and electronic fund fees, other fees, margin interest and taxes on brokerage accounts and securities transactions. Additionally, fees and expenses are also charged by mutual funds and ETFs (exchange-traded funds). The custodian/broker-dealer can waive the commission, transactions, and custodial fees. The custodian/broker-dealer can be compensated by earning interest on the uninvested cash in your account. The custodian/broker can be compensated by a prime broker or trade away fee. Please refer to the custodian agreement for the exact manner in which the custodian/broker – dealer can charge fees. The firm will advise certain clients on the asset allocation or investment selection within their variable annuities, as a courtesy. JLB does not recommend annuities to clients. These clients are subject to two levels of advisory fees for the management of their assets, one directly to JLB and the other indirectly to the annuity company. 7 The client should review all fees charged by funds, brokers, and JLB to fully understand the total amount of fees paid by the client for investment and financial-related services. All fees paid to other parties are in addition to the fees charged by JLB. JLB does not receive any portion of the fees and expenses charged by the third parties, nor do we receive additional compensation from these or any third parties. These fees and charges are separate and in addition to the firm’s Investment Management fees. As discussed above, in Item 4, Advisory Business – Medicare Insurance Analytics, clients of JLB will not be charged for this service. J.L. Bainbridge Investment Management Fees: GROWTH SECURITIES Assets Under Management Annual Fee $0- $1,000,000 1.00% .70% $1,000,001-$5,000,000 .50% $5,000,001 and above FIXED INCOME SECURITIES ANNUAL FLAT FEE OF .45% None of the firms supervised persons accepts compensation for the sale of securities or other investment products, including asset-based sale charges or service fees from the sale of mutual funds. J.L. Bainbridge Held Away Fees – Employer Sponsored Retirement Accounts The fees on the held away assets are included as part of the clients Growth and/or Fixed Income fee schedules listed above. The held away assets are included in the overall client portfolio. The fee for held-away assets via the Pontera system includes a portion attributable to the overall fee charged to the client's brokerage accounts or billed directly according to the client's Pontera Addendum to the investment advisory agreement. JL Bainbridge is charged by Pontera for the use of the platform based on the assets under management we have on the platform. We have an incentive to recommend that clients with these held away assets authorize the use of the platform as it is a benefit for us to increase our assets under management advisory fees. ITEM 6- PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT The firm does not have any performance-based fee arrangements. ITEM 7- TYPES OF CLIENTS J.L. Bainbridge is able to provide investment advice to individuals and high-net-worth individuals, pension plans and 401k’s and charitable organizations. The firm does not have a minimum account size. In reviewing a client’s available assets for management, overall financial objectives, and resources the firm can conclude its services are not appropriate for all prospective clients. 8 ITEM 8 METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS For its growth investments, J.L. Bainbridge seeks to identify companies whose stock price is undervalued when considering the companies’ potential earnings per share growth (EPS). J.L. Bainbridge researches companies for investment using the following methods: reviewing annual and the quarterly company issued reports, listening to companies’ quarterly and annual analysts calls, attending analyst meetings, speaking with company representatives, and visiting companies’ physical locations where appropriate. Where appropriate the firm will also review competitors in evaluating a company’s future earnings growth potential. Earnings estimates are developed for a 12-24-month period. Companies are selected for investment when the firm believes ample potential for earnings growth has been identified. In addition to individual stocks, J.L. Bainbridge will incorporate an ETF strategy into its growth strategy. ETFs will be selected to provide exposure to specific sectors, industries, or themes that may be difficult to access through individual stocks. This approach aims to enhance diversification and capitalize on broader market trends and opportunities that align with the firm's investment philosophy. There is no assurance that our analysis will be entirely accurate or that no errors will be made in our evaluation of companies. There is a risk of sudden commercial or market conditions changes that can materially impact a company’s earnings growth potential and therefore its stock price. There is also a market risk; the stock market can drop precipitously without warning. These events can result in losses. J.L. Bainbridge anticipates staying invested in a company for a period most often measured in years. However, it is possible and sometimes necessary in the view of the firm, that investment is sold in advance of projected earnings growth. Such sales can result in realized losses. Fixed Income investing utilizes a variety of tools and inputs from market conditions. JL Bainbridge seeks to find cost-effective solutions for income investing. Influences that impact the selection of securities (Bonds, Stocks, Preferred stocks, ETF’s, Mutual Funds, CD’s, money markets) are interest rates, changing interest rates and the availability of securities with an acceptable level of risk/reward. Fixed Income investing can result in the loss of principal. Bond issuers can default. Stocks and preferred stocks are subject to variances and downturns in the equity markets. Changes in interest rates can reduce total returns and cause principal losses in most fixed Income securities (with the exception of CD’s and Treasuries held to maturity). A risk of loss could occur if a Bond (intended to be held to maturity) or CD (intended to be held to maturity) is sold prior to maturity. Principal Risks • Management Risks: While JLB manages client investment portfolios based on JLB ’s experience, research and proprietary methods, the value of client investment portfolios will change daily based on the performance of the underlying securities in which they are invested. Accordingly, client investment portfolios are subject to the risk that JLB allocates client assets to individual securities and/or asset classes that are adversely affected by unanticipated market movements, and the risk that JLB ’s specific investment choices could underperform their relevant indexes. • Equity (Stock) Market Risk: Common stocks are susceptible to general stock market fluctuations and volatile increases and decreases in value as market confidence in and perceptions of their issuers change. A client holding common stock, or common stock equivalents, of any given issuer, would generally be exposed to greater risk than if the client held preferred stocks and debt obligations of the issuer. 9 • Company Risk: When investing in stock positions, there is always a certain level of company or industry specific risk that is inherent in each investment. This is also referred to as unsystematic risk and can be reduced through appropriate diversification. There is the risk that the company will perform poorly or have its value reduced based on factors specific to the company or its industry. For example, if a company’s employees go on strike or the company receives unfavorable media attention for its actions, the value of the company can be reduced. • Smaller Capitalization Securities Risk: Investments in smaller capitalization companies could be more vulnerable than larger, more established organizations to adverse business or economic developments. In particular, smaller capitalization companies could have limited product lines, markets, and financial resources and could be dependent upon a relatively small management group. • ETF and Mutual Fund Risk: Clients invested in an ETF or mutual fund will incur additional expenses based on its pro rata share of the ETFs or mutual fund’s operating expenses, including the potential duplication of management fees. The risk of owning an ETF or mutual fund generally reflects the risks of owning the underlying securities the ETF or mutual fund holds. Clients will also incur brokerage costs when purchasing ETFs. • Inverse Correlation Risk: Inverse funds (including ETNs) should lose value as the index or security tracked by such fund's benchmark increases in value; a result that is the opposite from traditional mutual funds. Successful use of inverse funds requires that the adviser correctly predict short-term market movements. If a client invests in an inverse fund and markets rise, the client could lose money. Inverse funds could also employ leverage such that their returns are more than one times that of their benchmark. • ETF Tracking Risk: ETFs will not be able to replicate exactly the performance of the indices they track because the total return generated by the securities will be reduced by transaction costs incurred in adjusting the actual balance of the securities. In addition, the ETFs incur expenses not incurred by their applicable indices. Certain securities comprising the indices tracked by the ETFs could, from time to time, temporarily be unavailable, which could further impede the ETFs' ability to track their applicable indices. • Foreign Investment Risk: Foreign investing involves risks not typically associated with U.S. investments, including adverse fluctuations in foreign currency values, adverse political, social, and economic developments, less liquidity, greater volatility, less developed or less efficient trading markets, political instability, and differing auditing and legal standards. Investing in emerging markets imposes risks different from, or greater than, risks of investing in foreign developed countries. • Credit Risk: Issuers of fixed-income securities (including ETNs) could default on interest and principal payments. Generally, securities with lower debt ratings have speculative characteristics and carry greater risk that the issuer could default on its obligation. Changes in economic conditions or other circumstances are more likely to lead to a weakened capacity of those issuers to make principal or interest payments, as compared to issuers of more highly rated securities. • Interest Rate Risk: In general, the price of a debt security falls when interest rates rise. Securities with longer maturities tend to be more sensitive to interest rate changes. 10 • Real Estate Risk: REIT share prices could decline because of adverse developments affecting the real estate industry and real property values. In general, real estate values can be affected by a variety of factors, including supply and demand for properties, the economic health of the country or of different regions, and the strength of specific industries that rent properties. • Hedging/Option Risk: JLB only uses covered call option strategies. There are inherent risks associated with options trading that the client utilizing this strategy shall be able to financially bear. These risks could cause the client to lose their entire investment in the options. Some of the risks include: • Covered Call premium payment hedging does not ensure there cannot be a loss of capital invested in the Stock for which the Covered Call is sold • Appreciation Risk • Liquidly Risk • Cost /Commissions • Time Decay can cause the extrinsic value of the option bought to diminish as the expiration draws nearer. • Cybersecurity: The technology systems of JLB and the relative service providers could be vulnerable to inadvertent or deliberate interruption and consequent damage from technical or human sources. In addition to natural catastrophes, service/power outages, and network or telecommunication failures, security breaches and intrusion by unauthorized persons could result in damage, disruption, and theft of data, including investor information. JLB has implemented cybersecurity procedures meant to address these risks. Nevertheless, given JLB ’s fundamental dependence on technology, a cyber-attack or similar technology disruption could have a material adverse impact on Clients. Additionally, there are inherent limitations in cybersecurity policies and procedures and controls including the possibility that certain risks have not been identified. JLB has limited due diligence and risk assessments of third-party providers. However, JLB is not able to control the cybersecurity plans, breach notifications, incident response plans and controls put in place by other services providers and/or the issuers in which the client invest. It is in the client’s best interest to monitor all of their accounts on a regular basis and stay informed to cybersecurity best practices. • Retirement Rollovers and Transfers: If we recommend that you rollover or transfer your retirement plan, such as a 401K or another IRA, into an account we manage, there is an inherent conflict of interest as we will be paid a fee, and your fees will likely increase, although not in all cases. When we make recommendations to roll over or transfer retirement accounts to accounts we manage, we act as a fiduciary under the DOL Fiduciary Rule. The way we make money or otherwise are compensated creates some conflicts with your financial interests. We are required to act in your best interest and not put our interests ahead of yours. When considering rolling over a 401 K or transferring an IRA to an IRA or account, we manage consider your options which generally include: • Leave in the 401K plan if permitted • Rollover to a new employer’s plan if permitted 11 • Cash out the account value – depending on age, may have adverse tax concerns A few of the benefits of rolling or transferring retirement accounts to an account we manage for you may include: Increased asset selection • • Alignment with your financial objectives • Enhanced services • Access to discretionary asset management • A potential reduction of fee rates based on larger assets under management at JLB You are never under any obligation to roll over or transfer retirement plan assets to an account we manage. • Margin Risk Investing by buying on margin creates a risk that you can lose much more money they you owe on what was initially invested. If a margin call falls below a certain level known as the maintenance margin you will need to deposit additional cash to meet the margin requirements. Failure to meet the margin call can result in the broker selling off the invested position without warning and charging commissions, fees, and interest. • Pledged Asset Risk: Pledged assets have limited trading ability, the principal and any gains may be lost, the asset could decline in value and there could be a margin call. • Cash Sweep Rate Risk: JLB utilizes Schwab cash sweep funds to manage uninvested client cash balances. Interest rates on these sweep funds may be lower than those available if clients independently choose to place their cash balances in other financial institutions that offer higher yields. Opting for higher yields elsewhere can delay our ability to promptly invest these funds, potentially impacting account management and performance. ITEM 9- DISCIPLINARY INFORMATION Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to your evaluation of each supervised person providing investment advice It was discovered that D. Ryan Thompson was not properly registered with the State of Florida Office of Financial Regulation to provide investment advisory services, due to an administrative oversight. Upon discovering the oversight, Mr. Thompson and the firm immediately acted to get Mr. Thompson properly registered. Mr. Thompson is now properly registered to provide investment advisory services effective August 16, 2018. ITEM 10- OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS J.L Bainbridge does not have any other financial industry activities or affiliations. ITEM 11- CODE OF ETHICS The firm has established a Compliance Manual and Code of Ethics, which is reviewed and updated at least annually. The Code of Ethics includes formal policies and procedures to address insider trading, the handling of non-public information and employees’ personal securities transactions. Upon request, the firm will provide a copy of the Code of Ethics to any 12 client or prospective client by contacting the Chief Compliance Officer, John Leeming, at (941) 296-7217. The employees of the firm are allowed to buy or sell securities for their own accounts that are also recommended to the clients of the firm. The firm and its employees owe a fiduciary duty to its clients. Accordingly, the employees must attempt to avoid any activity that will cause harm to the clients of the firm. Employees must act in an ethical manner, place the interests of the client above their own personal interests. Employees shall not take inappropriate advantage of their position and must avoid material conflicts of interest. In the event conflict cannot be avoided, it is the firm’s policy to proactively disclose such conflicts to all clients. Employees are required to conduct all personal securities transactions in a manner consistent with the Code of Ethics. The firm and the employees must comply with applicable provisions of the federal securities laws. Employees are allowed to buy or sell securities in their personal accounts that are also purchased and sold for the client. Furthermore, the employees can trade in their personal accounts against the trades and holdings of the clients for various reasons. All employee accounts will be assigned an investment advisor and will be monitored and traded in unison with client account trading activity (i.e., normal trading activity). For employees trading in their own accounts outside the scope of normal trading activity, they must submit a request for clearance. Employees trade at their own risk. The employees of the firm are required to report personal securities transactions and holdings on at least a quarterly basis. New employees must report their holdings and transactions within 10 (ten) days of hire and quarterly thereafter. The firm’s CCO will be responsible for reviewing employee transactions and holdings on a periodic basis to ensure they are meeting the firm’s policies and procedures. ITEM 12- BROKERAGE PRACTICES Brokerage Selection J.L. Bainbridge recommends that clients utilize the custodial and Broker-Dealer services of Charles Schwab & Co. Inc. (“Schwab”). Clients enter into an agreement directly with Schwab. The Schwab agreements signed by the client grant JL Bainbridge limited power of attorney, allowing JLB to direct and execute trades in the client’s accounts. Additionally, the firm feels that Schwab offers the best execution, availability of securities, settlement efficiency, and quality research. Best Execution At least annually the firm will evaluate the Broker-Dealers utilized for its clients. The evaluation will generally consist of a determination of quality and cost of services received from the Broker- Dealers utilized and consider a comparison to alternative broker-dealers, market makers, and market centers. The best execution annual review will be documented in writing. Soft Dollars Section 28(e) of the Securities and Exchange Act of 1934, as amended, is a “safe harbor” that permits the firm to use commission or soft dollars to obtain research and brokerage services that provide lawful and appropriate assistance in the investment decision making process. The use of soft dollars to pay for research and services could influence the firm’s judgment in allocating brokerage business and could create a conflict of interest in using the services of a particular Broker-Dealer. The firm currently does not use soft dollars to pay for research or services. 13 Benefit The firm does receive a benefit from the custodian and Broker-Dealers not afforded to retail investors. The services generally are available to independent investment advisors. They provide the firm with brokerage, custody, and market research. Other products and services that assist the firm in managing and administrating clients’ accounts is also made available to the firm. These include software and other technology that provide authorized access to client account data (i.e., trade confirmations and account statements); facilitate trade execution online; provide research, pricing information and other market data; facilitate payment of our fees from its clients’ accounts; and assist with operational functions, such as record keeping and client reporting. Additionally, the firm and its staff are provided with industry educational materials, webinars, and seminars relating to investments, marketing, technology, and compliance for advisors. Directed Brokerage Occasionally the client can direct the firm to affect securities transactions in the client’s account through a specific broker-dealer. This type of instruction is deemed as a “directed brokerage arrangement.” When a client enters into a directed brokerage arrangement, it is then their responsibility for negotiating the terms and arrangements for their account with that broker- dealer. The firm will not seek better execution services or prices from directed broker-dealers or be able to aggregate the client’s transactions with orders for other accounts advised or managed by the firm. As a result, the firm cannot obtain best execution on behalf of the client, who could pay materially disparate commissions, greater spreads, or other transaction costs, or receive less favorable net prices on transactions for the account than would otherwise be the case. Aggregated Trades The firm will aggregate client trades where feasible in an effort to treat all clients fairly. Clients’ orders that are aggregated together will receive the same average price and incur trading costs that are the same as would be paid if they were trading individually. Trade Errors In the event of a trade error occurring in a client account, the firm will seek to correct the trade immediately with the broker-dealer. The firm will ensure the client is made whole for any losses by the trade error. ITEM 13- REVIEW OF ACCOUNTS Upon inception of the account, the client’s assets and questionnaires are reviewed by the JL Bainbridge team. Then on an ongoing basis, the investments are reviewed by the portfolio manager assigned to the client and the investment committee. Please refer to Item 8 Methods of Analysis, Investment Strategies, and Risk of Loss for information on the investment management process. Clients are encouraged to promptly contact the JLB team whenever their financial situation or investment objectives change so that any adjustments to the investment process for the client can be properly implemented. Client Reporting The client will receive at least a quarterly statement from their custodian and at least a semi- annual report from the firm. Discrepancies between the two could occur due to differences in timing of prices, pending transactions, recognition of interest payment, and accounting methodologies use, among other reasons. Clients should notify the firm or the custodian directly if they are not receiving custodial statements on at least a quarterly basis or if they have any other questions regarding the reports that are receiving. In addition, the clients will receive periodic newsletters from the firm outlining general market 14 information and JL Bainbridge’s opinions regarding companies in the portfolio. At least semiannually JL Bainbridge will report on the EPS (Earnings per Share) performance as reported by the companies compared to the same period the prior year. The EPS are received directly from the Companies published earnings reports. Client and prospects should not consider this specific advice regarding their specific investments as the investment they hold could vary from the listing in the newsletters. Clients should review their statements from the custodians, and individual reports received from the firm to understand their individual holdings and account performance. If clients do not receive a statement from the custodian, they should contact us immediately. Clients could receive additional interim statements on their portfolios from us, and we will provide clients reports upon request as well. We attempt to meet with the clients either in person, over the telephone or remotely at least annually. Furthermore, the clients can contact the firm or their portfolio manager whenever they wish during regular business hours. Unless otherwise instructed in writing clients can receive communications regarding their accounts via US Mail or Electronic Mail. The firm will implement secure methods of electronic communication when sending personal identifiable information (“PII”). Client Protections In the event the advisor believes the client is acting in a state of diminished capacity or suspects another third party is fraudulently directing the client in such a way that would financially harm the client, the advisor reserves the right not to transact an investment, withdrawal, or deposit. The advisor will then report the incident to the proper authorities. The client is encouraged to name a trusted contact that the advisor can contact on the client’s behalf in case of diminished capacity or suspected Fraud. Please contact JLB to obtain documentation to add a trusted contact. ITEM 14- CLIENT REFERRALS AND OTHER COMPENSATION J. L. Bainbridge & Co., Inc. compensates its employees to represent its investment advisory services as promoters providing endorsements of our firm. These employees’ function in a sales capacity and are compensated based on sales results. Investment advisers are compensated in three ways. They receive a base salary. They are paid compensation by the company for new assets brought to the firm. In addition, they receive a portion of the fees collected for the firm’s services rendered. Any portion of the clients fee paid to the adviser in no way increases the clients’ overall advisory fee. The firm does not pay any non-employee or clients for endorsements or testimonials as compensated promoters referring prospective clients to us. If any client makes a referral to us, it shall be unsolicited, and they will not be compensated other than by a nominal amount as a Thank you. No promoter will receive $1,000 or more (or the equivalent value in non-cash compensation) during the preceding 12 months. At least annually the firm will review all the third-party referral arrangements and make the proper disclosures to comply with the required rules. Schwab Advisor Network Although we no longer participate in program, we have legacy client referrals from Charles Schwab and Co., Inc. (Schwab) Advisor Network (the service). The service is designed to help investors find an independent investment advisor. Schwab is a broker-dealer independent of and unaffiliated with 15 Advisor. Schwab does not supervise Advisor and has no responsibility for Advisor's management of clients' portfolios or Advisor's other advice or services. We continue to pay Schwab fees to on the legacy client referrals through the service. Our participation in the service can raise potential conflicts of interest such as, but not limited to, those described below. We pay Schwab a Participation Fee on all legacy referred clients' accounts that are maintained in custody at Schwab and a Non-Schwab Custody Fee on all accounts that are maintained at, or transferred to, another custodian. Participation Fees are a percentage of the value of the assets in the client's account. We pay Schwab Participation Fees for so long as the referred client's account remains in custody at Schwab. Participation Fees are billed to Advisor quarterly and can be increased, decreased, or waived by Schwab from time to time. Participation Fees are paid by Advisor and not by the client. The advisor does not charge clients referred through the Service fees or costs greater than the fees or costs Advisor charges clients with similar portfolios who were not referred through the service. We generally pay Schwab a Non-Schwab Custody Fee if custody of a referred client's account is not maintained by, or assets in the account are transferred from Schwab. This fee does not apply if the client was solely responsible for the decision not to maintain custody at Schwab. The Non-Schwab Custody fee is a one-time payment equal to a percentage of the assets placed with a custodian other than Schwab. The Non-Schwab Custody Fee is higher than the Participation Fees Advisor generally would pay in a single year. Thus, Advisor will have an incentive to recommend that the legacy client accounts remain held in custody at Schwab. ITEM 15- CUSTODY All clients’ accounts are held in custody by unaffiliated qualified custodians. The custodians send statements directly to the account owners at least quarterly. As stated above, clients are encouraged to carefully review these statements and compare them to any account information provided by the firm. The firm is deemed to have custody due to the ability to auto-deduct investment management fees upon client authorization. This level of custody does not require the firm to receive an annual surprise audit. The firm is also deemed to have custody due to the Standing Letters of Authorization allowing the firm to move money from the client to a third party at the direction of the client on a scheduled basis or from time to time. However, the firm is not required to have an independent annual surprise audit as we believe the following seven criteria are being met: The client provides an instruction to the qualified custodian, in writing, which includes the client’s signature, the third party’s name, and either the third party’s address or the third party’s account number at a custodian to which the transfer should be directed. The client authorizes the Advisor, in writing, either on the qualified custodian’s form or separately, to direct transfers to the third party either on a specified schedule or from time to time. The client’s qualified custodian performs appropriate verification of the instruction, such as a signature review or other method to verify the client’s authorization and provides a transfer of funds notice to the client promptly after each transfer. The client has the ability to terminate or change the instruction to the client’s qualified custodian. The Advisor has no authority or ability to designate or change the identity of the third party, the address, or any other information about the third party contained in the client’s instruction. 16 The Advisor maintains records showing that the third party is not a related party of the Advisor or located at the same address as the Advisor. The client’s qualified custodian sends the client, in writing, an initial notice confirming the instructions and an annual notice reconfirming the instruction. The firm can receive checks for deposit to the client’s custodial account. As a courtesy, the firm will send these checks onto the custodian in a timely manner and within three business days. Furthermore, the firm will maintain a record of these checks. ITEM 16- INVESTMENT DISCRETION The firm accepts client accounts on a discretionary basis. Clients are able to place limited trading restrictions on their accounts. Such restriction should be memorialized in writing. The client gives JL Bainbridge discretionary authorization when they complete and sign the firm’s agreement and the custodial limited power of authorization section of their agreements. Please refer to Item 12- Brokerage Practices-Brokerage Selection for additional information. The discretionary authority allows the firm to execute the recommended purchases or sales without first notifying the client. Although the client will receive periodic in person, remote or telephone meetings to discuss the holdings and transactions as needed or as the client desires. Occasionally a client shall direct the firm to execute a purchase or sale of a specific security. As a courtesy, such trades can be granted and excluded from fee calculations. The firm requires the client to sign a confirmation of the requested trade. ITEM 17- VOTING CLIENT SECURITIES Proxies As a matter of firm policy, we do not vote proxies on behalf of clients. Therefore, although our firm provides investment advisory services relative to client investment assets, clients maintain exclusive responsibility for directing the manner in which proxies solicited by issuers of securities beneficially owned by the client shall be voted. Clients will receive their proxies and other solicitations directly from the issuer or third party assigned by the issuer as instructed by the custodian that holds the asset. Clients are responsible for instructing each custodian, generally on the custodian’s account opening documentation, to send them copies of all proxy communications relating to the client’s investment assets. We could provide clients with consulting assistance regarding proxy issues. In a few situations where the end client is unable to vote proxies, we will vote proxies for those clients. When we do, we will vote in alignment with the best interests of each of our clients. In compliance with SEC Rule 206(4)-6, we have established and implemented policies and procedures intended to handle any conflicts of interest that may arise between our firm and our clients regarding the voting of securities. Clients may, at any time, contact us to learn how their securities have been voted or to obtain a copy of our proxy voting policies and procedures. To enhance the efficiency and reliability of our proxy voting process, we engage a third-party vendor who specializes in proxy management. This vendor assists in administering the voting and reporting process, adhering strictly to our established guidelines and under our continuous oversight. We conduct due diligence on this third-party vendor to ensure their practices align with our commitment to client interests, including verifying that they vote as instructed and consistently with each client’s objectives and best interests. Should clients wish to direct votes in specific solicitations, they are encouraged to notify us at 941-365-3435 or by email at 17 JChauvel@jlbainbridge.com. Class Actions The firm is not responsible for processing, documenting, or monitoring class actions on behalf of the client However, if requested by the client and as a courtesy to the Client the firm will assist or prepare the paperwork to file the class action on behalf of the client, providing it is readily available and financially feasible to do so for the clients of the firm, as determined by the Investment Committee. The Class Actions shall be processed by the Portfolio Manager or the Client Service Representative and reviewed at least periodically by the CCO or their designee. In the event the firm will be fully responsible for submitting class actions or vote proxies for clients we will abide by all required rules and regulations, including but not limited to: 1. Processing all class actions or voting of proxies in each client’s best interest. 2. Conduct a documented due diligence of any third-party providers to ensure they are also processing in the best interest of each client according to the stated objectives of each client. Corporate Actions As a matter of firm policy and effective investment management. The firm will review and process corporate actions in the best interest of the clients. Corporate Actions are events initiated by a corporation which impacts its shareholders, where the shareholder or their agent may need to respond to the corporate action, such as mergers, tender offers, spin-offs, stock buybacks and splits. ITEM 18- FINANCIAL INFORMATION The firm has never filed for bankruptcy and is not aware of any financial condition that is expected to affect its ability to manage client accounts. 18

Additional Brochure: ADV PART 2 B (2025-03-13)

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1582 Main Street Sarasota, Florida 34236 941-365-3435 800-899-5171 www.jlbainbridge.com Jerry Lee Bainbridge CRD # 1899496 PART 2B OF FORM ADV: BROCHURE SUPPLEMENT March 13th, 2025 This ADV Brochure supplement provides information about the firm’s advisory personnel as required by Rule 204-3 of the United States Securities and Exchange Commission (“SEC”). The information contained with this Brochure is current as of the above date and is subject to change at the firm’s discretion. If you have any questions about the contents of this Brochure or wish to receive a copy of the ADV Part 2 A, please contact Jennifer Chauvel at 941-296-7214. Additional information about Jerry Lee Bainbridge (CRD #1899496) is available on the SEC’s website at www.advisorinfo.sec.gov. 1 Educational Background and Business Experience Jerry L. Bainbridge Born 1941. Education: BS degree in Mathematics from Michigan State University in 1963. Business Background: Founded J. L. Bainbridge & Co., Inc. in June 1981 after eight years of experience managing personal and family money. Jerry L. Bainbridge is Chief Executive Officer of J.L. Bainbridge & Co. Prior to founding J.L. Bainbridge, Jerry L. Bainbridge was with the AT & T Company from 1963 thru 1987 in various engineering, sales, and management positions. Disciplinary Information Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to your evaluation of each supervised person providing investment advice. Jerry L. Bainbridge has not been involved in any material legal or disciplinary events. Other Business Activities Jerry has no other outside business activities Additional Compensation Jerry L. Bainbridge receives compensation in three ways. He receives a base salary. He is paid compensation by the company for new assets brought to the firm. In addition, he receives a portion of the fees collected for the firm’s services rendered. He also receives ownership profit distributions. Jerry L. Bainbridge does not receive any additional compensation for the sale of products or from any other organization. Supervision Jerry L. Bainbridge is the CEO and a principal owner of the firm. John Leeming a minority shareholder is the President and Chief Compliance Officer (“CCO”) of the firm. Both Jerry L. Bainbridge and John Leeming serve on the Investment Committee, along with Joel Oldham, Senior Vice President/minority shareholder and D. Ryan Thompson, Vice President/minority shareholder. Overall investment decisions specific to the JL Bainbridge Portfolio are made as a team by the Investment Committee. Each Investment Advisor Representative manages the individual client accounts on their own. As the CCO, John Leeming is responsible for providing compliance oversight to the staff. 2 1582 Main Street Sarasota, Florida 34236 941-365-3435 800-899-5171 www.jlbainbridge.com John B. Leeming, II CFP® CRD # 4572850 PART 2B OF FORM ADV: BROCHURE SUPPLEMENT March 13th, 2025 This ADV Brochure supplement provides information about the firm’s advisory personnel as required by Rule 204-3 of the United States Securities and Exchange Commission (“SEC”). The information contained with this Brochure is current as of the above date and is subject to change at the firm’s discretion. If you have any questions about the contents of this Brochure or wish to receive a copy of the ADV Part 2 A, please contact Jennifer Chauvel at 941-296-7214. Additional information about John B. Leeming (CRD #4572850) is available on the SEC’s website at www.advisorinfo.sec.gov. Educational Background and Business Experience John B. Leeming, II CFP®, Born 1958 Education: Brown University A.B. Organizational Behavior 1981 Certified Financial Planner™, CFP® January 2006 CFP Board ID # 104485 All continuing educational requirements are current, certifications and licenses are in good standing Certified Financial Planner™ (CFP®) Certified Financial Planner ™ (CFP®) professional certification marks are granted in the United States by Certified Financial Planner Board of Standards, Inc. (“CFP Board”). The CFP® certification is a voluntary certification; no federal or state law or regulation requires financial planners to hold CFP® certification. It is recognized in the United States and a number of other countries for its (1) high standard of professional education; (2) stringent code of conduct and standards of practice; and (3) ethical requirements that govern professional engagements with clients. Currently, more than 62,000 individuals have obtained CFP® certification in the United States. To attain the right to use the CFP® marks, an individual must satisfactorily fulfill the following requirements: Education – Complete an advanced college-level course of study addressing the financial planning subject areas that CFP Board’s studies have determined as necessary for the competent and professional delivery of financial planning services, and attain a bachelor’s degree from a regionally accredited United States college or university (or its equivalent from a foreign university). CFP Board’s financial planning subject areas include insurance planning and risk management, employee benefits planning, investment planning, income tax planning, retirement planning, and estate planning; Examination – Pass the comprehensive CFP® Certification Examination. The examination consists of two 3-hour sessions separated by a scheduled 40-minute break. The examination includes case studies and client scenarios designed to test one’s ability to correctly diagnose financial planning issues and apply one’s knowledge of financial planning to real-world circumstances; Experience – Complete at least three years of full-time financial planning-related experience (or the equivalent, measured as 2,000 hours per year); and Ethics – Agree to be bound by CFP Board’s Standards of Professional Conduct, a set of documents outlining the ethical and practice standards for CFP® professionals. Individuals who become certified must complete the following ongoing education and ethics requirements in order to maintain the right to continue to use the CFP® marks: Continuing Education – Complete 30 hours of continuing education hours every two years, including two hours on the Code of Ethics and other parts of the Standards of Professional Conduct, to maintain competence and keep up with developments in the financial planning field; and Ethics – Renew an agreement to be bound by the Standards of Professional Conduct. The Standards prominently require that CFP® professionals provide financial planning services at a fiduciary standard of care. This means CFP® professionals must provide financial planning services in the best interests of their clients. CFP® professionals who fail to comply with the above standards and requirements may be subject to CFP Board’s enforcement process, which could result in suspension or permanent revocation of their CFP® certification. For information on Insurance Agent qualifications for the State of Florida please visit https://www.myfloridacfo.com/Division/Agents/Licensure/General/docs/2-15.htm Seven steps are required to obtain and maintain an Insurance Agent license in the State of Florida. Business Background Joined J.L. Bainbridge & Co., Inc. August 2003 in current capacity: President. John Leeming is a member of the Board of Directors of J. L. Bainbridge & Co., Inc. and is a member of the investment committee. Prior to joining J.L. Bainbridge John Leeming was with the following organizations: Intersecurities, Inc. - Registered Representative 01/2003-08/2003 Global Financial Advisory – Senior Investment Advisor 12/2002 -08/2003 SAL Financial Services, Inc.-Investment Consultant 10/2002-11/2002 Invest Financial Corp-Registered Rep./Independent Contractor 07/2002-10/2002 Method factory Inc.-Business Development- 01/2002-07/2002 LJL Enterprises -Consultant/Self-Employed 09/2001-12/2001 IXL-Vice President/Business Development 02/2000-09/2001 Nexgenix-Vice President/Business Development 06/1999-02/2000 11/1998-06/1999 Gateway Computer Associates-Vice President/Business Development Disciplinary Information Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to your evaluation of each supervised person providing investment advice. John B. Leeming, II has not been involved in any material legal or disciplinary events. Other Business Activities The Field Club, Sarasota, FL, Board of Directors 01/2018- Present Additional Compensation John B. Leeming, II receives compensation in three ways. He receives a base salary. He is paid compensation by the company for new assets brought to the firm. In addition, he receives a portion of the fees collected for the firm’s services rendered. He also receives shareholder profit distributions. John B. Leeming II does not receive any additional compensation for the sale of products or from any other organization. Supervision Jerry L. Bainbridge is the CEO and a principal owner of the firm. John Leeming a minority shareholder is the President and Chief Compliance Officer (“CCO”) of the firm. Both Jerry L. Bainbridge and John Leeming serve on the Investment Committee, along with Joel Oldham, Senior Vice President/minority shareholder and D. Ryan Thompson, Vice President/minority shareholder. Overall investment decisions specific to the JL Bainbridge Portfolio are made as a team by the Investment Committee. Each Investment Advisor Representative manages the individual client accounts on their own. As the CCO, John Leeming is responsible for providing compliance oversight to the staff. 1582 Main Street Sarasota, Florida 34236 941-365-3435 800-899-5171 www.jlbainbridge.com Joel G. Oldham CRD #2690996 PART 2B OF FORM ADV: BROCHURE SUPPLEMENT March 13th, 2025 This ADV Brochure supplement provides information about the firm’s advisory personnel as required by Rule 204-3 of the United States Securities and Exchange Commission (“SEC”). The information contained with this Brochure is current as of the above date and is subject to change at the firm’s discretion. If you have any questions about the contents of this Brochure or wish to receive a copy of the ADV Part 2 A, please contact Jennifer Chauvel at 941-296-7214. Additional information about Joel Oldham (CRD #2690996) is available on the SEC’s website at www.advisorinfo.sec.gov. 1 Educational Background and Business Experience Joel G. Oldham was born 1968 Education: Bachelor of Science degree in Political Science from Arizona State University in 1993. Business Background: Joined J.L. Bainbridge & Co., Inc. February 2002. His current capacity: Senior Vice President. Joel Oldham is a member of the investment committee. Prior to joining J.L. Bainbridge, Joel Oldham was with the following organizations: Charles Schwab & Co., Inc -Investment Consultant 1997-2002 Disciplinary Information Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to your evaluation of each supervised person providing investment advice . Joel G. Oldham has not been involved in any material legal or disciplinary events. Other Business Activities Joel has no other Business Activities to report Additional Compensation Joel G. Oldham receives compensation in three ways. He receives a base salary. He is paid compensation by the company for new assets brought to the firm. In addition, he receives a portion of the fees collected for the firm’s services rendered. He also receives shareholder distributions. Joel G. Oldham does not receive any additional compensation for the sale of products or from any other organization. Supervision Jerry L. Bainbridge is the CEO and a principal owner of the firm. John Leeming a minority shareholder is the President and Chief Compliance Officer (“CCO”) of the firm. Both Jerry L. Bainbridge and John Leeming serve on the Investment Committee, along with Joel Oldham, Senior Vice President/minority shareholder and D. Ryan Thompson, Vice President/minority shareholder. Overall investment decisions specific to the JL Bainbridge Portfolio are made as a team by the Investment Committee. Each Investment Advisor Representative manages the individual client accounts on their own. As the CCO, John Leeming is responsible for providing compliance oversight to the staff. 2 1582 Main Street Sarasota, Florida 34236 941-365-3435 800-899-5171 www.jlbainbridge.com David Ryan Thompson a.k.a D. Ryan Thompson CRD #6826919 PART 2B OF FORM ADV: BROCHURE SUPPLEMENT March 13th, 2025 This ADV Brochure supplement provides information about the firm’s advisory personnel as required by Rule 204-3 of the United States Securities and Exchange Commission (“SEC”). The information contained with this Brochure is current as of the above date and is subject to change at the firm’s discretion. If you have any questions about the contents of this Brochure or wish to receive a copy of the ADV Part 2 A, please contact Jennifer Chauvel at 941-296-7214. Additional information about D. Ryan Thompson (CRD #6826919) is available on the SEC’s website at www.advisorinfo.sec.gov. 1 University of Central Florida May 2012, BSBA Economics BSBA Accounting Certified Public Accountant, CPA January 2015 CPA License # AC48216 Series 65 License All continuing educational requirements are current, certifications and licenses are in good standing. CERTIFIED PUBLIC ACCOUNTANT The Certified Public Accountant (CPA) designation is the statutory title of qualified accountants in the United States who have passed the Uniform Certified Public Accountant Examination and have met additional state education and experience requirements for certification as a CPA. Eligibility to sit for the Uniform CPA Exam requires a U.S. bachelor’s degree which includes a minimum number of qualifying credit hours in accounting and business administration with an additional 1-year study. CPAs are required to take continuing education courses to renew their license, and most states also require their CPAs to take an ethics course during every renewal period. The Series 65 License is received after one passes an Exam called the Uniform Investment Advisers Law Examination. the NASAA Investment Advisers Law Examination — is a North American Securities Administrators Association (NASAA) exam administered by FINRA. The exam consists of 130 scored questions. Candidates have 180 minutes to complete the exam. In order for a candidate to pass the Series 65 exam, he/she must correctly answer at least 94 of the 130 scored questions. Business Background Joined J.L. Bainbridge & Co., Inc. June 2017. His current capacity: Vice President. D. Ryan Thompson is a shareholder of J. L. Bainbridge & Co., Inc. and is a member of the investment committee. Prior to joining J.L. Bainbridge D. Ryan Thompson was with the following organizations: Wealth Pro Advisors-CPA 11/2015 5/2017 Cavanaugh & Company LLP-CPA 05/2012-05/2017 Student 08/2007-05/2012 2 Disciplinary Information Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to your evaluation of each supervised person providing investment advice. It was discovered that D. Ryan Thompson was not properly registered with the State of Florida Office of Financial Regulation to provide investment advisory services, due to an administrative oversight. Upon discovering the oversight Mr. Thompson and the firm immediately acted to get Mr. Thompson properly registered. Mr. Thompson is now properly registered to provide investment advisory services effective 08/16/18. Other Business Activities Treasurer- Sarasota Kiwanis Foundation – Non-Profit, Unpaid. Ryan spends approximately 1 hour during the trading day per month as the Treasurer for Sarasota Kiwanis Foundation. Treasurer- Pines of Sarasota Management Corporation -Non-Profit, Unpaid. Ryan spends approximately 1.5 hours during the trading day per month as the Treasurer for Pines of Sarasota Management Corporation. Additional Compensation D. Ryan Thompson receives compensation in three ways. He receives a base salary. He is paid compensation by the company for new assets brought to the firm. In addition, he receives a portion of the fees collected for the firm’s services rendered. He also receives shareholder distributions. D. Ryan Thompson does not receive any additional compensation for the sale of products or from any other organization. Supervision Jerry L. Bainbridge is the CEO and a principal owner of the firm. John Leeming a minority shareholder is the President and Chief Compliance Officer (“CCO”) of the firm. Both Jerry L. Bainbridge and John Leeming serve on the Investment Committee, along with Joel Oldham, Senior Vice President/minority shareholder and D. Ryan Thompson, Vice President/minority shareholder. Overall investment decisions specific to the JL Bainbridge Portfolio are made as a team by the Investment Committee. Each Investment Advisor Representative manages the individual client accounts on their own. As the CCO, John Leeming is responsible for providing compliance oversight to the staff. 1 1582 Main Street Sarasota, Florida 34236 941-365-3435 800-899-5171 www.jlbainbridge.com Daniel Greenwald CRD #7346628 PART 2B OF FORM ADV: BROCHURE SUPPLEMENT March 13th, 2025 This ADV Brochure supplement provides information about the firm’s advisory personnel as required by Rule 204-3 of the United States Securities and Exchange Commission (“SEC”). The information contained with this Brochure is current as of the above date and is subject to change at the firm’s discretion. If you have any questions about the contents of this Brochure or wish to receive a copy of the ADV Part 2 A, please contact Jennifer Chauvel at 941-296-7214. Additional information about Daniel Greenwald (CRD #7346628) is available on the SEC’s website at www.advisorinfo.sec.gov. 2 Educational Background and Business Experience Daniel Greenwald Born 1994. Education: University of Notre Dame University of Central Florida 2018 Master of Science in Accounting 2017 BSBA Accounting, BSBA Finance Valencia College 2013 Associate Degree Certified Public Accountant, CPA November 2020 CPA License # AC56170 Series 65 License 2024 All continuing educational requirements are current, and certifications and licenses are in good standing. CERTIFIED PUBLIC ACCOUNTANT The Certified Public Accountant (CPA) designation is the statutory title of qualified accountants in the United States who have passed the Uniform Certified Public Accountant Examination and have met additional state education and experience requirements for certification as a CPA. Eligibility to sit for the Uniform CPA Exam requires a U.S. bachelor’s degree, which includes a minimum number of qualifying credit hours in accounting and business administration with an additional 1-year study. CPAs are required to take continuing education courses to renew their license, and most states also require their CPAs to take an ethics course during every renewal period. The Series 65 License is received after one passes an Exam called the Uniform Investment Advisers Law Examination. the NASAA Investment Advisers Law Examination — is a North American Securities Administrators Association (NASAA) exam administered by FINRA. The exam consists of 130 scored questions. Candidates have 180 minutes to complete the exam. In order for a candidate to pass the Series 65 exam, he/she must correctly answer at least 94 of the 130 scored questions. Business Background Daniel Greenwald Joined J.L. Bainbridge & Co., Inc. in May 2024 as a Director of Operations. Prior to joining J. L Bainbridge & Co., Daniel Greenwald was with the following organizations: Senior Analyst-SEC Reporting August 2022 - May 2024 MN8 Energy LLC The Goldman Sachs Group Inc August 2020- August 2022 Associate Deloitte & Touche LLP September 2018 - July 2020 Audit & Assurance Assistant Disciplinary Information Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to your evaluation of each supervised person providing investment advice. Daniel has not been involved in any material legal or disciplinary events. Other Business Activities Daniel Greenwald does not have any other business activities to report. Additional Compensation 3 Daniel Greenwald receives compensation in a few ways. He receives a base salary and is eligible for job performance bonuses. He is paid compensation by the company for new assets brought to the firm. In addition, he receives a portion of the fees collected for the firm’s services rendered. Daniel Greenwald does not receive any additional compensation for the sale of products or from any other organization. Supervision Jerry L. Bainbridge is the CEO and a principal owner of the firm. John Leeming a minority shareholder is the President and Chief Compliance Officer (“CCO”) of the firm. Both Jerry L. Bainbridge and John Leeming serve on the Investment Committee, along with Joel Oldham, Senior Vice President/minority shareholder and D. Ryan Thompson, Vice President/minority shareholder. Overall investment decisions specific to the JL Bainbridge Portfolio are made as a team by the Investment Committee. Each Investment Advisor Representative manages the individual client accounts on their own. As the CCO, John Leeming is responsible for providing compliance oversight to the staff. 2