Overview

Assets Under Management: $294 million
Headquarters: FORT WORTH, TX
High-Net-Worth Clients: 26
Average Client Assets: $9 million

Services Offered

Services: Portfolio Management for Individuals, Portfolio Management for Companies, Portfolio Management for Pooled Investment Vehicles

Fee Structure

Primary Fee Schedule (POINT BRIDGE FORM ADV2A (""DISCLOSURE BROCHURE"") AND FORM ADV2B (""BROCHURE SUPPLEMENTS""))

MinMaxMarginal Fee Rate
$0 and above 1.25%
Illustrative Fee Rates
Total AssetsAnnual FeesAverage Fee Rate
$1 million $12,500 1.25%
$5 million $62,500 1.25%
$10 million $125,000 1.25%
$50 million $625,000 1.25%
$100 million $1,250,000 1.25%

Clients

Number of High-Net-Worth Clients: 26
Percentage of Firm Assets Belonging to High-Net-Worth Clients: 58.97
Average High-Net-Worth Client Assets: $9 million
Total Client Accounts: 63
Discretionary Accounts: 62
Non-Discretionary Accounts: 1

Regulatory Filings

CRD Number: 168071
Last Filing Date: 2024-05-15 00:00:00
Website: https://pointbridgecapital.com

Form ADV Documents

Primary Brochure: POINT BRIDGE FORM ADV2A (""DISCLOSURE BROCHURE"") AND FORM ADV2B (""BROCHURE SUPPLEMENTS"") (2025-03-12)

View Document Text
Point Bridge Capital, LLC Form ADV Part 2A – Disclosure Brochure Effective: March 12, 2025 This Form ADV Part 2A (“Disclosure Brochure”) provides information about the qualifications and business practices of Point Bridge Capital, LLC (“Point Bridge” or the “Advisor”). If you have any questions about the content of this Disclosure Brochure, please contact the Advisor at (817) 529-4600. Point Bridge is a registered investment advisor with the U.S. Securities and Exchange Commission (“SEC”). The information in this Disclosure Brochure has not been approved or verified by the SEC or by any state securities authority. Registration of an investment advisor does not imply any specific level of skill or training. This Disclosure Brochure provides information about Point Bridge to assist you in determining whether to retain the Advisor. Additional information about Point Bridge and its Advisory Persons is available on the SEC’s website at www.adviserinfo.sec.gov by searching with the Advisor’s firm name or CRD# 168071. Point Bridge Capital, LLC 300 Throckmorton Street, Fort Worth, TX 76102 Phone: (817) 529-4600 * Fax: (817) 529-4605 https://www.pointbridgecapital.com Item 2 – Material Changes Form ADV 2 is divided into two parts: Part 2A (the "Disclosure Brochure") and Part 2B (the "Brochure Supplement"). The Disclosure Brochure provides information about a variety of topics relating to an Advisor’s business practices and conflicts of interest. The Brochure Supplement provides information about Advisory Persons of Point Bridge. For convenience, the Advisor has combined these documents into a single disclosure document. Point Bridge believes that communication and transparency are the foundation of its relationship with clients and will continually strive to provide you with complete and accurate information at all times. Point Bridge encourages all current and prospective clients to read this Disclosure Brochure and discuss any questions you may have with the Advisor. Material Changes There have been no material changes to this Disclosure Brochure since the last annual amendment filing on March 15th, 2024. Future Changes From time to time, the Advisor may amend this Disclosure Brochure to reflect changes in business practices, changes in regulations or routine annual updates as required by the securities regulators. This complete Disclosure Brochure or a Summary of Material Changes shall be provided to you annually and if a material change occurs. At any time, you may view the current Disclosure Brochure on-line at the SEC’s Investment Adviser Public Disclosure website at www.adviserinfo.sec.gov by searching with the Advisor’s firm name or CRD# 168071. You may also request a copy of this Disclosure Brochure at any time, by contacting the Advisor at (817) 529-4600. Point Bridge Capital, LLC 300 Throckmorton Street, Fort Worth, TX 76102 Phone: (817) 529-4600 * Fax: (817) 529-4605 https://www.pointbridgecapital.com Page 2 Item 3 – Table of Contents Item 1 – Cover Page ............................................................................................................................................... 1 Item 2 – Material Changes ..................................................................................................................................... 2 Item 3 – Table of Contents .................................................................................................................................... 3 Item 4 – Advisory Services ................................................................................................................................... 4 A. Firm Information .............................................................................................................................................................. 4 B. Advisory Services Offered ............................................................................................................................................... 4 C. Client Account Management ........................................................................................................................................... 6 D. Wrap Fee Programs ........................................................................................................................................................ 6 E. Assets Under Management ............................................................................................................................................. 6 Item 5 – Fees and Compensation ......................................................................................................................... 6 A. Fees for Advisory Services ............................................................................................................................................. 6 B. Fee Billing ....................................................................................................................................................................... 8 C. Other Fees and Expenses .............................................................................................................................................. 8 D. Advance Payment of Fees and Termination ................................................................................................................... 9 E. Compensation for Sales of Securities ........................................................................................................................... 10 Item 6 – Performance-Based Fees and Side-By-Side Management ................................................................ 10 Item 7 – Types of Clients ..................................................................................................................................... 10 Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss ........................................................ 10 A. Methods of Analysis ...................................................................................................................................................... 10 B. Risk of Loss ................................................................................................................................................................... 11 Item 9 – Disciplinary Information ....................................................................................................................... 13 Item 10 – Other Financial Industry Activities and Affiliations ......................................................................... 13 Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ............... 14 A. Code of Ethics ............................................................................................................................................................... 14 B. Personal Trading with Material Interest ......................................................................................................................... 14 C. Personal Trading in Same Securities as Clients ........................................................................................................... 14 D. Personal Trading at Same Time as Client .................................................................................................................... 15 Item 12 – Brokerage Practices ............................................................................................................................ 15 A. Recommendation of Custodian[s] ................................................................................................................................. 15 B. Aggregating and Allocating Trades ............................................................................................................................... 16 Item 13 – Review of Accounts ............................................................................................................................ 16 A. Frequency of Reviews ................................................................................................................................................... 16 B. Causes for Reviews ...................................................................................................................................................... 16 C. Review Reports ............................................................................................................................................................. 17 Item 14 – Client Referrals and Other Compensation ........................................................................................ 17 A. Compensation Received by Point Bridge ...................................................................................................................... 17 B. Compensation for Client Referrals ................................................................................................................................ 17 Item 15 – Custody ................................................................................................................................................ 17 Item 16 – Investment Discretion ......................................................................................................................... 18 Item 17 – Voting Client Securities ...................................................................................................................... 18 Item 18 – Financial Information .......................................................................................................................... 19 Form ADV Part 2B – Brochure Supplement, Hal A. Lambert ........................................................................... 20 Privacy Policy ....................................................................................................................................................... 22 Point Bridge Capital, LLC 300 Throckmorton Street, Fort Worth, TX 76102 Phone: (817) 529-4600 * Fax: (817) 529-4605 https://www.pointbridgecapital.com Page 3 Item 4 – Advisory Services A. Firm Information Point Bridge Capital, LLC (“Point Bridge” or the “Advisor”), which is organized as a limited liability company (“LLC”) under the laws of the State of Delaware, is a registered investment advisor with the U.S. Securities and Exchange Commission (“SEC”). Point Bridge was founded in October, 2013, and is owned and operated by Hal A. Lambert (Managing Member and Chief Compliance Officer). This Disclosure Brochure provides information regarding the qualifications, business practices, and the advisory services provided by Point Bridge. B. Advisory Services Offered Point Bridge offers investment advisory services to, high-net-worth individuals, trusts, estates, charitable organizations, corporations, business entities, pooled investment vehicles and registered investment companies (each referred to as a “Client”). The Advisor serves as a fiduciary to Clients, as defined under applicable laws and regulations. As a fiduciary, the Advisor upholds a duty of loyalty, fairness and good faith towards each Client and seeks to mitigate potential conflicts of interest. Point Bridge’s fiduciary commitment is further described in the Advisor’s Code of Ethics. For more information regarding our Code of Ethics, please see Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading. Investment Advisory Services Point Bridge provides customized investment advisory solutions for its Clients. This is achieved through continuous personal Client contact and interaction while providing discretionary and/or non-discretionary investment advisory and related advisory services. Point Bridge works closely with each Client to identify their investment goals and objectives, as well as risk tolerance and financial situation, in order to create a portfolio strategy. Point Bridge will then construct a portfolio, consisting of low-cost, diversified mutual funds and/or exchange-traded funds (“ETFs”), to achieve the Client’s investment goals. The Advisor may also utilize individual stocks, individual bonds, real estate investment trusts (“REITs”), options contracts and/or alternative investments, to meet the needs of its Clients. In addition, Point Bridge may also recommend that Clients who qualify as accredited investors, as defined by Rule 501 of the Securities Act of 1933, invest in affiliated and unaffiliated privately placed securities, which may include debt, equity and/or interests in pooled investment vehicles (e.g., hedge funds). Where appropriate, the Advisor may also provide advice about any type of legacy position or other investment held in client portfolios. The Advisor may retain other types of investments from the Client’s legacy portfolio due to fit with the overall portfolio strategy, tax-related reasons, or other reasons as identified between the Advisor and the Client. Point Bridge’s investment approach is primarily long-term focused, but the Advisor may buy, sell or re-allocate positions that have been held for less than one year to meet the objectives of the Client or due to market conditions. Point Bridge will construct, implement and monitor the portfolio to ensure it meets the goals, objectives, circumstances, and risk tolerance agreed to by the Client. Each Client will have the opportunity to place reasonable restrictions on the types of investments to be held in their respective portfolio, subject to acceptance by the Advisor. Point Bridge evaluates and selects investments for inclusion in Client portfolios only after applying its internal due diligence process. Point Bridge may recommend, on occasion, redistributing investment allocations to diversify the portfolio. Point Bridge may recommend specific positions to increase sector or asset class weightings. The Advisor may recommend employing cash positions as a possible hedge against market movement. Point Bridge may recommend selling positions for reasons that include, but are not limited to, harvesting capital gains or losses, business or sector risk exposure to a specific security or class of securities, overvaluation or overweighting of the position[s] in the portfolio, change in risk tolerance of the Client, generating cash to meet Client needs, or any risk deemed unacceptable for the Client’s risk tolerance. Point Bridge Capital, LLC 300 Throckmorton Street, Fort Worth, TX 76102 Phone: (817) 529-4600 * Fax: (817) 529-4605 https://www.pointbridgecapital.com Page 4 Retirement Accounts – When the Advisor provides investment advice to Clients regarding ERISA retirement accounts or individual retirement accounts (“IRAs”), the Advisor is a fiduciary within the meaning of Title I of the Employee Retirement Income Security Act (“ERISA”) and/or the Internal Revenue Code (“IRC”), as applicable, which are laws governing retirement accounts. When deemed to be in the Client’s best interest, the Advisor will provide investment advice to a Client regarding a distribution from an ERISA retirement account or to roll over the assets to an IRA, or recommend a similar transaction including rollovers from one ERISA sponsored Plan to another, one IRA to another IRA, or from one type of account to another account (e.g. commission-based account to fee-based account). Such a recommendation creates a conflict of interest if the Advisor will earn a new (or increase its current) advisory fee as a result of the transaction. No client is under any obligation to roll over a retirement account to an account managed by the Advisor. All Client assets will be managed within their designated account[s] at the Custodian, pursuant to the terms of the Client investment advisory agreement. For additional information, please see Item 12 – Brokerage Practices. Use of Independent Managers Point Bridge may recommend that Clients utilize one or more unaffiliated money managers or investment platforms (collectively “Independent Managers”) for all or a portion of a Client’s investment portfolio, based on the Client’s needs and objectives. Additionally, as discussed in Item 10 – Other Financial Industry Activities and Affiliations, Point Bridge utilizes the Dynasty Financial Partners, LLC (“Dynasty”) turnkey asset management program (“TAMP”) services. Independent Managers may be sourced directly or accessed through the TAMP. In such instances, the Client will be required to authorize and enter into an investment advisory agreement with an Independent Manager that defines the terms in which the Independent Manager will provide its services. Point Bridge serves as the Client’s primary advisor and relationship manager. However, the Independent Manager will assume discretionary authority for the day-to-day investment management of those assets placed in their control. Point Bridge will assist and advise the Client in establishing investment objectives for their account[s], the selection of the Independent Manager, and defining any restrictions on the account[s]. Point Bridge will continue to provide oversight of the Client’s account[s] and ongoing monitoring of the activities of the Independent Manager[s]. The Independent Manager will implement the selected investment strategies based on their investment mandates. The Client may be able to impose reasonable investment restrictions on these accounts, subject to the acceptance of these third parties. Point Bridge does not receive any compensation from these Independent Managers, other than its investment advisory fee as described in Item 5 – Fees and Compensation. Private Fund Advisor Point Bridge also serves as an investment advisor to various pooled investment vehicles (each a “Private Fund” and collectively “Private Funds”) and PBC General Partner, LLC, an affiliate under common ownership and control (“General Partner”), serves as the general partner to the Private Funds. These services are detailed in the offering documents for each Private Fund, which include as applicable, operating agreements, private placement memorandum and/or term sheets, subscription agreements, separate disclosure documents, and all amendments thereto (“Offering Documents”). The Advisor manages each Private Fund based on the investment objectives, policies and guidelines as set forth in the respective Offering Documents and not in accordance with the individual needs or objectives of any particular investor therein. Each prospective investor interested in investing in a Private Fund is required to complete a subscription agreement in which the prospective investor attests as to whether or not such prospective investor meets the qualifications to invest in the Private Fund and further acknowledges and accepts the various risk factors associated with such an investment. For more detailed information on investment objectives, policies and guidelines, please refer to the respective Private Fund’s Offering Documents. Point Bridge American First ETF Point Bridge is the investment advisor to the Point Bridge American First ETF, an open-end registered investment management company, subject to the Investment Company Act of 1940 (the “Fund”). Point Bridge also provides investment advisory services to the Fund. Subject to general supervision by the Board of Trustees of U.S. Bancorp Fund Services, LLC (herein the “Board” or “U.S. Bancorp”), and in accordance with the Point Bridge Capital, LLC 300 Throckmorton Street, Fort Worth, TX 76102 Phone: (817) 529-4600 * Fax: (817) 529-4605 https://www.pointbridgecapital.com Page 5 investment objectives, policies and restrictions of the Fund, the Advisor provides the Fund with ongoing investment management and administrative oversight. In addition, Point Bridge has retained Vident Investment Advisory, LLC (“VIA”) to serve as the Sub-Advisor to the Fund. The Fund is part of the investment concepts developed by Point Bridge called Politically Responsible Investing and Political Beta. Please see Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss for a detailed description of the Fund. Additionally, a full description of the services provided by the Advisor for managing the Fund are available in the current prospectus and statement of additional information (“SAI”) of the Fund. The prospectus and statement of additional information are available from the SEC website (www.SEC.gov) or by contacting the Advisor at (817) 529-4600. C. Client Account Management Prior to engaging Point Bridge to provide investment advisory services, each Client is required to enter into an advisory agreement that defines the terms, conditions, authority and responsibilities of the Advisor and the Client. These services may include: • Establishing an Investment Strategy – Point Bridge, in connection with the Client, will develop a strategy that seeks to achieve the Client’s investment goals and objectives. • Asset Allocation – Point Bridge will develop a strategic asset allocation that is targeted to meet the investment objectives, time horizon, financial situation and tolerance for risk for each Client. • Portfolio Construction – Point Bridge will develop a portfolio for the Client that is intended to meet the stated goals and objectives of the Client. • Investment Management and Supervision – Point Bridge will provide investment management and ongoing oversight of the Client’s investment portfolio. Point Bridge America First ETF Shares of the Fund are only issued through U.S. Bancorp. Subscription details are provided in the Fund’s prospectus. D. Wrap Fee Programs Point Bridge does not manage or place Client assets into a wrap fee program. Investment management services are provided directly by Point Bridge. E. Assets Under Management As of December 31, 2024, Point Bridge manages $387,443,206 in Client assets, $232,906,799 of which is on a discretionary basis and $154,536,407 on a non-discretionary basis. Clients may request more current information at any time by contacting the Advisor. Item 5 – Fees and Compensation The following paragraphs detail the fee structure and compensation methodology for services provided by the Advisor. Each Client engaging the Advisor for services described herein shall be required to enter into a written agreement with the Advisor. A. Fees for Advisory Services Investment Advisory Services Advisory fees are paid quarterly, in advance of each calendar quarter, pursuant to the terms of the investment advisory agreement. Advisory fees are based on the market value of assets under management at the end of the prior calendar quarter. Advisory fees typically range from 0.30% to 1.25% annually, based on several factors, including: the complexity of the services to be provided, the level of assets to be managed and the overall Point Bridge Capital, LLC 300 Throckmorton Street, Fort Worth, TX 76102 Phone: (817) 529-4600 * Fax: (817) 529-4605 https://www.pointbridgecapital.com Page 6 relationship with the Advisor. Relationships with multiple objectives, specific reporting requirements, portfolio restrictions and other complexities may be charged a higher fee. The advisory fee in the first quarter of service is prorated from the inception date of the account[s] to the end of the first quarter. Fees may be negotiable at the sole discretion of the Advisor. The Client’s fees will take into consideration the aggregate assets under management with the Advisor. All securities held in accounts managed by Point Bridge will be independently valued by the Custodian. The Advisor will conduct periodic reviews of the Custodian’s valuation to ensure accurate billing. The Advisor may also provide investment advisory services with respect to non-custodial partnership investments, which are not held at the primary Custodian. In such instances, the Client shall be required to complete the applicable private placement and/or account opening documents to establish these investments. The Advisor will debit its fee for providing investment advisory services with respect to these relationships directly from an account held at the primary Custodian, as directed by the Client. For certain non-custodial partnership investments, the Advisor may not receive quarter-end investment valuations prior to its fee billing calculation. In such instances, the Advisor will use the most recently available valuation as of the last business day of the period. Point Bridge will not have the authority or responsibility to value portfolio securities. The Client may make additions or withdrawals from the account[s] at any time, subject to the Advisor’s right to terminate an account or the overall relationship. Additions may be in cash or securities, provided that the Advisor reserves the right to liquidate any transferred securities in the event of a margin call or decline to accept particular securities into a Client’s account[s] due to their non-transferable nature or any other custodial concerns. Clients may withdraw account assets on notice to Point Bridge, subject to the usual and customary securities settlement procedures. However, the Advisor typically designs its investment portfolios as long-term investments and the withdrawal of assets may impair the achievement of a Client’s investment objectives. Point Bridge may consult the Client about the implications of such transactions. Clients are advised that when such securities are liquidated, they may be subject to securities transaction fees, short-term redemption fees, and/or tax ramifications. If assets in excess of $10,000 are deposited into or withdrawn from the Client’s account[s], an adjustment will be made in the next billing period to reflect the fee difference. The Advisor may negotiate a fee that differs from the schedule above for certain account[s] or holdings. The Advisor’s fee is exclusive of, and in addition to any applicable securities transaction and custody fees, and other related costs and expenses described in Item 5.C below, which may be incurred by the Client. However, the Advisor shall not receive any portion of these commissions, fees, and costs. Use of Independent Managers TAMP related charges are not included in the advisory fee Clients pay to Point Bridge. Clients will be charged, separate from and in addition to the advisory fee, any applicable TAMP fees as well as applicable Independent Manager fees. Point Bridge does not receive any portion of the fees paid directly to Dynasty or the service providers made available through the TAMP, including the Independent Managers. TAMP and Independent Manager fees are determined by the particular TAMP and Independent Manager[s] with which Client assets are invested, and are calculated based upon a percentage of assets under management, as applicable. The program fee generally ranges up to 0.45% annually. Clients should note the total fees reflected on custodial statements represent the aggregate of Point Bridge’s advisory fee, TAMP fee and Independent Manager fee, accordingly. Clients are urged to review such statements to determine the total amount of fees associated with assets placed with Independent Managers. Client should also review the investment advisory agreement with Point Bridge to determine the advisory fee paid to the Advisor. Private Fund Advisor The Advisor does not charge an advisory fee to the Private Funds. However, the General Partner is entitled to a management fee of up to 0.50% of the aggregate Capital Commitments of the investors. The General Partner, in its sole discretion, may waive or reduce the management fees. Point Bridge Capital, LLC 300 Throckmorton Street, Fort Worth, TX 76102 Phone: (817) 529-4600 * Fax: (817) 529-4605 https://www.pointbridgecapital.com Page 7 For more detailed information on the fees and compensation received by the Advisor and its affiliates, please refer to the respective Private Fund’s Offering Documents. Point Bridge America First ETF Fees charged to the Fund are set by the Board and shareholders of the Fund and are subject to review and approval as provided by the Investment Company Act of 1940, as amended (the “1940 Act”). For investment advisory services to the Fund, the Advisor receives a unified management fee calculated as a percentage of average daily assets of the Fund at an annual rate of 0.72% per annum. Fees are calculated daily and paid to Point Bridge monthly, at the end of each month. The Fund will incur other operating expenses payable to the Fund’s other service providers. Fees are negotiated separately on behalf of each series and approved annually at an in-person meeting of the Boards. The Board must annually approve any Advisory contract for the Fund. Additional information regarding the fees and expenses of the Fund are detailed in the Fund’s prospectus. B. Fee Billing Investment advisory Services Advisory fees are calculated by the Advisor or its delegate and deducted from the Client’s account[s] at the Custodian. The Advisor or its delegate shall send an invoice to the Custodian indicating the amount of the fees to be deducted from the Client’s account[s] at the respective quarter-end date. The amount due is calculated by applying the quarterly rate (annual rate divided by the number of days in year, multiplied by the number of days in the quarter) to the assets under management with Point Bridge at the end of the prior quarter. Clients will be provided a statement, at least quarterly, from the Custodian reflecting deduction of the advisory fee. It is the responsibility of the Client to verify the accuracy of these fees as listed on the Custodian’s brokerage statement, as the Custodian does not assume this responsibility. Clients provide written authorization permitting advisory fees to be deducted by Point Bridge directly from their account[s] held by the Custodian as part of the investment advisory agreement and separate account forms provided by the Custodian. Certain assets under management may be excluded from the advisory fee. Use of Independent Managers For Client accounts implemented through an Independent Manager, the Client’s overall fees will include Point Bridge’s investment advisory fee (as noted above) plus advisory fees and/or platform fees charged by the Independent Manager. The Independent Manager will assume the responsibility for calculating the Client’s fees and deducting all fees from the Client’s account[s]. Private Fund Advisor The management fee is calculated and automatically deducted from the Private Funds by the General Partner. For more detailed information on the fees and compensation received by the Advisor and its affiliates, please refer to the respective Private Fund’s Offering Documents. Point Bridge America First ETF Fund unified management fees are accrued daily and paid monthly to the Advisor, at the end of each month, based on the average daily assets during the month. The investment advisory agreement between Point Bridge and the Fund is reviewed annually for approval by the Board. Additional information regarding the fees and expenses of the Fund are detailed in the Fund’s prospectus. C. Other Fees and Expenses Investment Advisory Services Clients may incur certain fees or charges imposed by third parties, other than Point Bridge, in connection with investments made on behalf of the Client’s account[s]. The Client is responsible for all custody and securities execution fees charged by the Custodian. The advisory fee charged by Point Bridge is separate and distinct from these custody and securities execution fees. Point Bridge Capital, LLC 300 Throckmorton Street, Fort Worth, TX 76102 Phone: (817) 529-4600 * Fax: (817) 529-4605 https://www.pointbridgecapital.com Page 8 In addition, all fees paid to Point Bridge for investment advisory services are separate and distinct from the expenses charged by mutual funds and ETFs to their shareholders, if applicable. These fees and expenses are described in each fund’s prospectus. These fees and expenses will generally be used to pay management fees for the funds, other fund expenses, account administration (e.g., custody, brokerage and account reporting), and possible redemption fees. A Client may be able to invest in these products directly, without the services of Point Bridge, but would not receive the services provided by Point Bridge which are designed, among other things, to assist the Client in determining which products or services are most appropriate for each Client’s financial situation and objectives. Accordingly, the Client should review both the fees charged by the fund[s] and the fees charged by Point Bridge to fully understand the total fees to be paid. Please refer to Item 12 – Brokerage Practices for additional information. Private Fund Advisor Investors may incur certain fees or charges imposed by third parties, other than Point Bridge, in connection with investments made in the Private Funds. Each Private Fund is responsible for paying its own expenses, which include but are not limited to legal, accounting, regulatory, and other expenses relating to the formation and/or organization of the Private Fund. These expenses are borne by investors. Each investor is responsible for their own expenses and out-of-pocket costs incurred in connection with the organization of, their admission to, and the maintenance of their interest in a Private Fund. Point Bridge America First ETF Clients may incur additional account fees as shareholders in the Fund. These fees are described in the Fund’s prospectus. D. Advance Payment of Fees and Termination Investment Advisory Services Point Bridge is compensated for its services in advance of the quarter in which investment advisory services are rendered. Either party may terminate the investment advisory agreement, at any time, by providing advance written notice to the other party. The Client may also terminate the investment advisory agreement within five (5) business days of signing the Advisor’s agreement at no cost to the Client. After the five-day period, the Client will incur charges for bona fide advisory services rendered to the point of termination and such fees will be due and payable by the Client. The Advisor will refund any unearned, prepaid advisory fees from the effective date of termination to the end of the quarter. The Client’s investment advisory agreement with the Advisor is non- transferable without the Client’s prior consent. Use of Independent Managers In the event that a Client should wish to terminate their relationship with an Independent Manager, the terms for termination will be set forth in the respective agreements between the Client and the Independent Manager. Point Bridge will assist the Client with the termination and transition as appropriate. Private Fund Advisor This Private Fund Advisor agreement will remain and will continue in effect until the earlier of (i) the dissolution of the Private Funds or (ii) the termination by either the Advisor or the General Partner on behalf of the Private Fund upon at least sixty-five (65) days’ prior written notice; provided that, if the General Partner withdraws or is removed as the general partner of the Private Funds in accordance with any applicable provisions of the Private Fund Agreements, the successor general partner of the Private Funds will have the unilateral right to immediately terminate the Private Fund Advisor Agreement. For more detailed information on the fees and compensation received by the Advisor and its affiliates, please refer to the respective Private Fund’s Offering Documents. Point Bridge America First ETF Point Bridge is compensated for its services at the end of the month, after investment advisory services have been rendered. Clients may redeem their shares in the Fund at net asset value, pursuant to the guidelines set forth in the Fund’s prospectus. Point Bridge Capital, LLC 300 Throckmorton Street, Fort Worth, TX 76102 Phone: (817) 529-4600 * Fax: (817) 529-4605 https://www.pointbridgecapital.com Page 9 E. Compensation for Sales of Securities Point Bridge does not receive any compensation for securities transactions in any Client account, other than the investment advisory fees noted above. Item 6 – Performance-Based Fees and Side-By-Side Management Point Bridge does not charge performance-based fees for its investment advisory services. The fees charged by Point Bridge are as described in Item 5 above and are not based upon the capital appreciation of the funds or securities held by any Client. However, the General Partner to the Private Funds are entitled to receive performance-based compensation in the form of Carried Interest. The fact that the General Partners receive performance-based compensation creates a conflict of interest in that it creates an incentive for the Advisor or the General Partner to make investments on behalf of the Private Funds that are riskier or more speculative than would otherwise be the case in the absence of such performance-based compensation arrangements. To mitigate the conflicts, the performance-based fees are structured so that certain performance hurdles must be met in order to receive the fee. In addition, the Offering Documents contain disclosures regarding the amount of fees and how they are calculated. Importantly, as part of the Advisor’s fiduciary duty, Point Bridge must act in the best interest of the Private Funds. Regarding side-by-side management, Point Bridge and its affiliates receives different types of fees, such as asset-based and performance-based fees. Managing Clients that are charged different types of fees creates conflicts of interest between the Advisor and its Clients, in addition to the ones listed above. For example, charging performance-based fees could incentivize the Advisor to allocate more favorable investments to those Clients being charged a performance-based fee. Point Bridge has adopted and implemented policies and procedures intended to address conflicts of interest relating to the management of multiple types of Clients, including Clients with multiple fee arrangements, and the allocation of investment opportunities. Item 7 – Types of Clients Point Bridge offers investment advisory services to high-net-worth individuals, trusts, estates, charitable organizations, corporations, business entities, pooled investment vehicles and registered investment companies. Point Bridge generally does not accept Clients who are not accredited investors. Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss A. Methods of Analysis Point Bridge may utilize several methods of analysis when structuring client portfolios. Analysis includes both top-down and bottom-up views and research. Top-down analysis will include analyzing market factors such as gross domestic product, interest rate forecasts, employment data and geopolitical conditions. The Advisor reviews these factors to help manage risk within asset classes and overall asset allocation for clients. Bottom-up analysis focuses on fundamental company research looking at revenue and EPS growth, company management, balance sheet leverage, and competitive advantages. Point Bridge also considers where it is in the economic cycle at the macro level to determine which companies present greater risk to earnings and growth. Additionally, Point Bridge looks at sector weightings to make sure it has a diversified cross-section of companies within client portfolios. As part of the Advisor’s recommendations, it may use third-party managers for specific asset classes. In recommending these managers, the Advisor uses Envestnet and Wilshire to help with due diligence including looking at operational controls, risk management, style drift, research capabilities, and management teams. The Advisor will analyze historical performance and the ability of this performance to be replicated going forward. Point Bridge Capital, LLC 300 Throckmorton Street, Fort Worth, TX 76102 Phone: (817) 529-4600 * Fax: (817) 529-4605 https://www.pointbridgecapital.com Page 10 Point Bridge generally employs a long-term investment strategy for its Clients, as consistent with their financial goals. Point Bridge will typically hold all or a portion of a security for more than a year but may hold for shorter periods for the purpose of rebalancing a portfolio or meeting the cash needs of Clients. At times, Point Bridge may also buy and sell positions that are more short-term in nature, depending on the goals of the Client and/or the fundamentals of the security, sector or asset class. The Fund invests in public equity markets of the United States, such as stocks of companies operating across diversified sectors and Real Estate Investment Trusts (“REITs”). The Fund seeks to track the performance of the Point Bridge America First Index (the “Index”), by investing in stocks of companies as per their weightings in the Index. The Index uses an objective, rules-based methodology to track the performance of companies whose employees are highly supportive of Republican candidates for election to the United States Congress, the Vice Presidency, or the Presidency and related Republican party committees and Republican leadership political action committees. Construction of the Index starts with an initial universe of the companies included in the S&P 500® Index. The universe if then screened using electoral campaign contribution data from the Federal Election Commission to eliminate companies whose employee households have made aggregate reported contributions of less than $25,000 across the two most recent election cycles. Each election cycle spans two full calendar years. The Fund attempts to invest all, or substantially all, of its assets in the component securities that make up the Index. Under normal circumstances, at least 80% of the Fund’s total assets are invested in the component securities of the Index. The Fund generally may invest up to 20% of its total assets in securities or other investments not included in the Index. B. Risk of Loss Investing in securities involves certain investment risks. Securities may fluctuate in value or lose value. Clients should be prepared to bear the potential risk of loss. Point Bridge will assist Clients in determining an appropriate strategy based on their tolerance for risk and other factors noted above. However, there is no guarantee that a Client will meet their investment goals. While the methods of analysis help the Advisor in evaluating a potential investment, it does not guarantee that the investment will increase in value. Assets meeting the investment criteria utilized in these methods of analysis may lose value and may have negative investment performance. The Advisor monitors these economic indicators to determine if adjustments to strategic allocations are appropriate. More details on the Advisor’s review process are included below in Item 13 – Review of Accounts. Each Client engagement will entail a review of the Clien’'s investment goals, financial situation, time horizon, tolerance for risk and other factors to develop an appropriate strategy for managing a Clien’'s account. Client participation in this process, including full and accurate disclosure of requested information, is essential for the analysis of a Clien’'s account[s]. The Advisor shall rely on the financial and other information provided by the Client or their designees without the duty or obligation to validate the accuracy and completeness of the provided information. It is the responsibility of the Client to inform the Advisor of any changes in financial condition, goals or other factors that may affect this analysis. The risks associated with a particular strategy are provided to each Client in advance of investing Client accounts. The Advisor will work with each Client to determine their tolerance for risk as part of the portfolio construction process. Following are some of the risks associated with the Advisor’s approach: Market Risks The value of a Client’s holdings may fluctuate in response to events specific to companies or markets, as well as economic, political, or social events in the U.S. and abroad. This risk is linked to the performance of the overall financial markets. Point Bridge Capital, LLC 300 Throckmorton Street, Fort Worth, TX 76102 Phone: (817) 529-4600 * Fax: (817) 529-4605 https://www.pointbridgecapital.com Page 11 Options Contract Risks Investments in options contracts have the risk of losing value in a relatively short period of time. Option contracts are leveraged instruments that allow the holder of a single contract to control many shares of an underlying stock. This leverage can compound gains or losses. Real Estate Investment Trust (“REIT”) Risks Investing in Real Estate Investment Trusts (“REITs”) involves certain distinct risks in addition to those risks associated with investing in the real estate industry in general. Equity REITs may be affected by changes in the value of the underlying property owned by the REITs, while mortgage REITs may be affected by the quality of credit extended. REITs are subject to heavy cash flow dependency, default by borrowers and self-liquidation. REITs, especially mortgage REITs, are also subject to interest rate risk (i.e., as interest rates rise, the value of the REIT may decline). ETF Risks The performance of ETFs is subject to market risk, including the possible loss of principal. The price of the ETFs will fluctuate with the price of the underlying securities that make up the funds. In addition, ETFs have a trading risk based on the loss of cost efficiency if the ETFs are traded actively and a liquidity risk if the ETFs have a large bid-ask spread and low trading volume. The price of an ETF fluctuates based upon the market movements and may dissociate from the index being tracked by the ETF or the price of the underlying investments. An ETF purchased or sold at one point in the day may have a different price than the same ETF purchased or sold a short time later. Mutual Fund Risks The performance of mutual funds is subject to market risk, including the possible loss of principal. The price of the mutual funds will fluctuate with the value of the underlying securities that make up the funds. The price of a mutual fund is typically set daily therefore a mutual fund purchased at one point in the day will typically have the same price as a mutual fund purchased later that same day. Master Limited Partnership Risks Master Limited Partnerships (“MLPs”) are collective investment vehicles, the partnership interests of which are publicly traded on national securities exchanges. MLPs invest primarily in companies within the energy sector that engage in qualifying lines of business, such as natural resource production and mineral refinement. MLPs may, therefore, be subject to the underlying volatility of the energy industry and may be adversely affected by changes to supply and demand, regional instability, currency spreads, inflation and interest rate fluctuations, among other factors. In addition, MLPs operate as pass-through tax entities, meaning that investors are liable for their pro rata share of the partnership taxes, regardless of the types of accounts where the interests are held. Alternative Investment Risks Investments in alternative assets, such as hedge funds, private equity funds or credit funds, will involve significant risks and other considerations and, therefore, may be undertaken by prospective investors capable of evaluating and bearing such risks. Prospective investors should carefully consider, among other factors, the risk factors set forth in the offering documents for the alternative investment vehicle. As a result of these factors, as well as other risks inherent in any investment, there can be no assurance that the alternative investment will meet their investment objectives or otherwise be able to successfully carry out their investment programs. Using Margin You can lose more funds than you deposit in the margin account. A decline in the value of securities you purchased on margin may require you to provide additional funds or margin-eligible securities to avoid the forced sale of any securities or assets in your account(s). Management Through Similarly Managed “Model” Accounts Point Bridge manages certain accounts through the use of similarly managed “model” portfolios, whereby the Advisor allocates all or a portion of its Clients’ assets among various mutual funds and/or securities on a discretionary basis using one or more of its proprietary investment strategies. In managing assets through the use of models, the Advisor remains in compliance with the safe harbor provisions of Rule 3a-4 of the Investment Point Bridge Capital, LLC 300 Throckmorton Street, Fort Worth, TX 76102 Phone: (817) 529-4600 * Fax: (817) 529-4605 https://www.pointbridgecapital.com Page 12 Company Act of 1940. The strategy used to manage a model portfolio may involve an above average portfolio turnover that could negatively impact Clients’ net after tax gains. While the Advisor seeks to ensure that Clients’ assets are managed in a manner consistent with their individual financial situations and investment objectives, securities transactions effected pursuant to a model investment strategy are usually done without regard to a Client’s individual tax ramifications. Clients should contact Point Bridge if they experience a change in their financial situation or if they want to impose reasonable restrictions on the management of their accounts. Past performance is not a guarantee of future returns. Investing in securities and other investments involve a risk of loss that each Client should understand and be financially able to tolerate the risk of capital loss. Clients are reminded to discuss these risks with the Advisor. Item 9 – Disciplinary Information There are no legal, regulatory or disciplinary events involving Point Bridge or any of its owner. Point Bridge values the trust Clients place in the Advisor. The Advisor encourages Clients to perform the requisite due diligence on any advisor or service provider that the Client engages. The backgrounds of the Advisor and its Advisory Persons are available on the Investment Adviser Public Disclosure website at www.adviserinfo.sec.gov by searching with the Advisor’s firm name or CRD# 168071. Item 10 – Other Financial Industry Activities and Affiliations PBC General Partner, LLC PBC General Partner, LLC, an affiliated entity through common control and ownership, serves as the general partner to the Private Funds. The General Partner offers direct access to a Series Fund to third-party investors and Clients of Point Bridge. Investors in a Series Fund are subject to a management fee to the General Partner upon closing of the Series Fund. Additionally, investors are charged carried interest allocations, which are typically deducted from investment proceeds that would otherwise be distributable to the investors in the Series Fund. The manner of calculation and application of the management fee and the carried interest allocations are disclosed in the offering documents for the Series Fund. Due to the affiliation between the General Partner and the Advisor and the receipt of a management fee and carried interest, management persons have a financial incentive to recommend that Clients invest into a Series Fund. While the General Partner is entitled to a management fee, it is the Advisor’s policy not charge any advisory fees to the Private Funds nor charge Clients an advisory fee on any Client’s assets invested into a Private Fund. Additionally, prior to recommending an investment into a Series Fund, the Advisor will conduct appropriate due diligence to ensure the recommendation to a Client to invest aligns with the Client’s investment needs and objectives. In addition, the Advisor will provide additional disclosure information to each Client, which will include relevant details regarding material financial interests and compensation as it relates to a Series Fund. Finally, there is no requirement for the Advisor to recommend these products to Clients, nor are Clients obligated to invest into these products. Relationship with Dynasty Financial Partners, LLC Point Bridge maintains a business relationship with Dynasty Financial Partners, LLC (“Dynasty”), which provides the Advisor with operational and back-office support, including access to a network of service providers. Through the Dynasty network of service providers, Point Bridge has access to trading technology, transition support, reporting, custody, brokerage, investments, compliance and other related services. The Advisor may also engage and/or recommend Dynasty’s subsidiary, Dynasty Wealth Management LLC, a registered investment adviser, to clients for certain outsourced investment services, such as separate account management, asset allocation strategies and externally managed investment programs. While Point Bridge believes this open architecture for both operational and investment services best serve the interests of its advisory clients, this relationship may potentially present certain conflicts of interest due to the fact that Dynasty receives a portion of the platform or other third-party fees paid by the Advisor or clients for the services referenced above. In light of the foregoing, Point Bridge seeks at all times to ensure that any material conflicts are addressed on a fully disclosed basis and handled in a manner that is aligned with clients’ best interests. Point Bridge does not receive any portion of the fees paid directly to Dynasty, its affiliates or the service providers made available through Dynasty’s platform. In Point Bridge Capital, LLC 300 Throckmorton Street, Fort Worth, TX 76102 Phone: (817) 529-4600 * Fax: (817) 529-4605 https://www.pointbridgecapital.com Page 13 addition, the Advisor reviews all such relationships, including the service providers engaged through Dynasty, on an ongoing basis in an effort to ensure clients are receiving competitive rates in relation to the quality and scope of the services provided. Political Consultant Mr. Lambert is also periodically involved in political campaigns, advocacy organizations, charitable organizations and social welfare organizations. This involvement may include raising funds, authorizing expenses and advising on public policy or election strategy. This activity may also include administration of 527 organizations (U.S. tax- exempt organizations organized under Section 527 of the U.S. Internal Revenue Code (26 U.S.C. § 527) and 501(c) organizations (tax-exempt nonprofit organizations as defined by the United States Internal Revenue Code (26 U.S.C. § 501). This activity does not involve investment advisory activity. Advisory clients of Point Bridge Capital, LLC are not solicited for or asked to participate in this activity, nor are they precluded from involvement in this or similar activities based on their relationship with Point Bridge Capital. Umbra Lab, Inc. Mr. Lambert, in his separate capacity, serves as a Board Observer for Umbra Lab Inc. (“Umbra”), an aerospace technology firm. Umbra serves as a portfolio company in certain of the Advisor’s Private Funds. A conflict of interest exists due to Mr. Lambert’s position on the Board. Mr. Lambert is not compensated for his position as a Board Observer. Additionally, there is no requirement for the Advisor to recommend these Private Funds to Clients, nor are Clients obligated to invest into these Private Funds. Firehawk Aerospace, Inc. Mr. Lambert, in his separate capacity, serves as Board Member of Firehawk Aerospace, Inc. (“Firehawk”), an aerospace technology firm. Firehawk serves as a portfolio company in certain of the Advisor’s Private Funds. A conflict of interest exists due to Mr. Lambert’s position on the Board. Mr. Lambert is not compensated for his position as a Board Member. Additionally, there is no requirement for the Advisor to recommend these Private Funds to Clients, nor are Clients obligated to invest into these Private Funds. Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading A. Code of Ethics Point Bridge has implemented a Code of Ethics (the “Code”) that defines the Advisor’s fiduciary commitment to each Client. This Code applies to all persons associated with Point Bridge (“Supervised Persons”). The Code was developed to provide general ethical guidelines and specific instructions regarding the Advisor’s duties to each Client. Point Bridge and its Supervised Persons owe a duty of loyalty, fairness and good faith toward each Client. It is the obligation of Point Bridge’s Supervised Persons to adhere not only to the specific provisions of the Code, but also to the general principles that guide the Code. The Code covers a range of topics that address employee ethics and conflicts of interest. To request a copy of our Code, please contact the Advisor at (817) 529-4600. B. Personal Trading with Material Interest Point Bridge allows Supervised Persons to purchase or sell the same securities that may be recommended to and purchased on behalf of Clients. Point Bridge does not act as principal in any transactions. As noted above, an affiliate of the Advisor serves as the General Partner to the Private Funds and therefore has a material financial interest in these securities. C. Personal Trading in Same Securities as Clients Point Bridge allows Supervised Persons to purchase or sell the same securities that may be recommended to and purchased on behalf of Clients. Owning the same securities that the Advisor recommends to Clients presents a conflict of interest that, as fiduciaries, must be disclosed and mitigated through policies and procedures. We have adopted the Code of Ethics to address insider trading (material non-public information); gifts and entertainment; outside business activities and personal securities reporting. When trading for personal accounts, Supervised Persons have a conflict of interest if trading in the same securities. The fiduciary duty to act in the best interest of its Clients can be violated if personal trades are made with more advantageous terms Point Bridge Capital, LLC 300 Throckmorton Street, Fort Worth, TX 76102 Phone: (817) 529-4600 * Fax: (817) 529-4605 https://www.pointbridgecapital.com Page 14 than Client trades or by trading based on material non-public information. This risk is mitigated by Point Bridge requiring reporting of personal securities trades by its Supervised Persons for review by the CCO or delegate. D. Personal Trading at Same Time as Client Point Bridge allows Supervised Persons to purchase or sell the same securities that may be recommended to and purchased on behalf of Clients. All transactions by Supervised Persons must be done in accordance with our policies and procedures and not to the disadvantage of any Client. Item 12 – Brokerage Practices A. Recommendation of Custodian[s] Investment Advisory Services Point Bridge does not have discretionary authority to select the broker-dealer/custodian for custody and execution services. The Client will engage the broker-dealer/custodian (herein the "Custodian") to safeguard Client assets and authorize Point Bridge to direct trades to the Custodian as agreed upon in the investment advisory agreement. Further, Point Bridge does not have the discretionary authority to negotiate commissions on behalf of Clients on a trade-by-trade basis. Where Point Bridge does not exercise discretion over the selection of the Custodian, it may recommend the Custodian to Clients for custody and execution services. Clients are not obligated to use the recommended Custodian and will not incur any extra fee or cost from the Advisor associated with using a custodian not recommended by Point Bridge. However, the Advisor may be limited in the services it can provide if the recommended Custodian is not engaged. Point Bridge may recommend the Custodian based on criteria such as, but not limited to, reasonableness of commissions charged to the Client, services made available to the Client, its reputation and/or the location of the Custodian’s offices. Point Bridge will generally recommend that Clients establish their account[s] at Pershing LLC (“Pershing”), a FINRA-registered broker-dealer and member SIPC. Pershing will serve as the Client’s “qualified custodian”. Point Bridge maintains an institutional relationship with Pershing, whereby the Advisor receives economic benefits from Pershing. Please see Item 14 below. Following are additional details regarding the brokerage practices of the Advisor: 1. Soft Dollars - Soft dollars are revenue programs offered by broker-dealers/custodians whereby an advisor enters into an agreement to place security trades with a broker-dealer/custodian in exchange for research and other services. Point Bridge does not participate in soft dollar programs sponsored or offered by any broker-dealer/custodian. However, the Advisor does receive certain economic benefits from the Custodian. Please see Item 14 below. 2. Brokerage Referrals - Point Bridge does not receive any compensation from any third party in connection with the recommendation for establishing an account. 3. Directed Brokerage - Clients are serviced on a “directed brokerage basis,” where Point Bridge will place trades within the established account[s] at the Custodian designated by the Client. Further, all Client accounts are traded within their respective account[s] at the Custodian. The Advisor will not engage in any principal transactions (i.e., trade of any security from or to the Advisor’s own account) or cross transactions with other Client accounts (i.e., purchase of a security into one Client account from another Client’s account[s]). Point Bridge will not be obligated to consider competitive bids on securities transactions and does not have an obligation to seek the lowest available transaction costs. These costs are determined by the Custodian. Private Fund Advisor As an investment advisor to the Private Funds, the Advisor does not typically engage in active trading of publicly traded securities. When, on occasion, the Advisor or the Private Funds transact in publicly traded securities, the Advisor will seek to facilitate such transactions through the retention of broker-dealer/custodian for custody and execution services. Point Bridge Capital, LLC 300 Throckmorton Street, Fort Worth, TX 76102 Phone: (817) 529-4600 * Fax: (817) 529-4605 https://www.pointbridgecapital.com Page 15 B. Aggregating and Allocating Trades Investment Advisory Services The primary objective in placing orders for the purchase and sale of securities for Client accounts is to obtain the most favorable net results, taking into account such factors as: 1) price, 2) size of order, 3) difficulty of execution, 4) confidentiality and 5) skill required of the Custodian. Point Bridge will execute its transactions through the Custodian as directed by the Client. Point Bridge may aggregate orders in a block trade or trades when securities are purchased or sold through the Custodian for multiple (discretionary) accounts in the same trading day. If a block trade cannot be executed in-full at the same price or time, the securities actually purchased or sold by the close of each business day must be allocated in a manner that is consistent with the initial pre-allocation or other written statement. This must be done in a way that does not consistently advantage or disadvantage any particular Client accounts. Private Fund Advisor To the extent that more than one investment opportunity is suitable for multiple Private Funds, the Advisor will seek to allocate the opportunity in a manner that is fair and equitable to each Private Fund in accordance with the Offering Documents. Point Bridge America First ETF As stated in Item 4 – Advisory Services, ongoing investment management and trading practices are performed by VIA. Additional information is contained in the Fund’s prospectus and statement of additional Information. Item 13 – Review of Accounts A. Frequency of Reviews Investment Advisory Services Securities in Client accounts are monitored on a regular and continuous basis by Hal A. Lambert, Chief Compliance Officer of Point Bridge. Formal reviews are generally conducted at least annually or more frequently depending on the needs of the Client. Private Fund Advisor The investments made by the Private Funds are generally private, illiquid and long-term in nature. Accordingly, the review process is not directed toward a short-term decision to dispose of securities. However, the Advisor closely monitors companies in which the Private Funds invest, and periodically checks to confirm that each Private Fund is maintained in accordance with its stated objectives as outlined in the Offering Documents. Point Bridge America First ETF Investments in the Fund are monitored on a regular and continuous basis by VIA. Formal reviews are generally conducted on an as needed basis for purposes of reporting to the Fund’s Board. Additional information regarding frequency of reviews of the Fund is contained in the Fund’s prospectus and statement of additional Information. B. Causes for Reviews Investment Advisory Services Accounts may be reviewed as a result of major change in economic conditions, known changes in the Client’s financial situation, and/or large deposits or withdrawals in the Client’s account. The Client is encouraged to notify Point Bridge if changes that might affect the Client’s investment plan occur to the Client’s personal financial situation. Additional reviews may be triggered by material market, economic or political events. Point Bridge America First ETF Additional information regarding causes for reviews of the Fund is contained in the Fund’s prospectus and statement of additional Information. Point Bridge Capital, LLC 300 Throckmorton Street, Fort Worth, TX 76102 Phone: (817) 529-4600 * Fax: (817) 529-4605 https://www.pointbridgecapital.com Page 16 C. Review Reports Investment Advisory Services The Client will receive brokerage statements no less than quarterly from the Custodian. These brokerage statements are sent directly from the Custodian to the Client. The Client may also establish electronic access to the Custodian’s website so that the Client may view these reports and their account activity. Client brokerage statements will include all positions, transactions and fees relating to the Client’s account[s]. The Advisor may also provide Clients with periodic reports regarding their holdings, allocations and performance. Private Fund Advisor Investors in the Private Funds will receive audited financial statements no less than annually. The Advisor may also provide Investors with periodic reports regarding the Private Fund’s holdings, allocations, and performance. Point Bridge America First ETF Shareholders of the Fund will receive statements on a quarterly basis from U.S. Bancorp, the Transfer Agent of the Fund. At any time, a shareholder may receive information regarding the share held and the value of their account by calling 1-800-617-0004. Item 14 – Client Referrals and Other Compensation A. Compensation Received by Point Bridge Point Bridge does not receive commissions or other compensation from product sponsors, broker-dealers or any un-related third party. Point Bridge may refer Clients to various unaffiliated, non-advisory professionals (e.g. attorneys, accountants, estate planners) to provide certain services necessary to meet the goals of the referred Client. Likewise, Point Bridge may receive non-compensated referrals of new Clients from various third-parties. Participation in Institutional Advisor Platform Point Bridge has established an institutional relationship with Pershing (“Custodian”) to assist the Advisor in managing Client account[s]. Access to the Custodian’s Institutional platform is provided at no charge to the Advisor. The Advisor receives access to software and related support without cost because the Advisor renders investment management services to Clients that maintain assets at Pershing. The software and related systems support may benefit the Advisor, but not its Clients directly. In fulfilling its duties to its Clients, the Advisor endeavors at all times to put the interests of its Clients first. Clients should be aware, however, that the receipt of economic benefits from a custodian creates a conflict of interest since these benefits may influence the Advisor’s recommendation of this custodian over one that does not furnish similar software, systems support, or services. Additionally, the Advisor may receive the following benefits from Pershing: receipt of duplicate Client confirmations and bundled duplicate statements; access to a trading desk that exclusively services its institutional participants; access to block trading which provides the ability to aggregate securities transactions and then allocate the appropriate shares to Client accounts; and access to an electronic communication network for Client order entry and account information. Details of this custodian relationship are included in Item 12 – Brokerage Practices. B. Compensation for Client Referrals The Advisor does not compensate, either directly or indirectly, any persons who are not supervised persons, for Client referrals. Item 15 – Custody The Advisor is considered to have custody under the following circumstances and is consequently required to undergo an annual surprise examination. Related Person Custody - The Advisor is affiliated, through common ownership, with the General Partner to the Private Funds, which may be offered to Clients of Point Bridge. As such, in connection with advisory services Point Bridge Capital, LLC 300 Throckmorton Street, Fort Worth, TX 76102 Phone: (817) 529-4600 * Fax: (817) 529-4605 https://www.pointbridgecapital.com Page 17 provided to Clients, related persons are deemed to have custody of certain Client assets. An independent public accountant conducts an annual audit of the pooled investment vehicles that are managed by the related person and the audited financial statements are distributed to the investors in the pools within 120 days of fiscal year end. Additionally, The Advisor is considered to have custody under the following limited circumstances. However, specific safeguards have been implemented to ensure that the associated Clients and accounts are exempt from an annual surprise examination Deduction of Advisory Fees - To ensure compliance with regulatory requirements associated with the deduction of advisory fees, all Clients for whom Point Bridge exercises discretionary authority must hold their assets with a "qualified custodian." Clients are responsible for engaging a “qualified custodian” to safeguard their funds and securities and must instruct Point Bridge to utilize that Custodian for securities transactions on their behalf. Clients are encouraged to review statements provided by the Custodian and compare to any reports provided by Point Bridge to ensure accuracy, as the Custodian does not perform this review. Money Movement Authorization - For instances where Clients authorize Point Bridge to move funds between their accounts, Point Bridge and the Custodian have implemented safeguards to ensure that all money movement activities are conducted strictly in accordance with the Client’s documented instructions. Item 16 – Investment Discretion Point Bridge typically has discretion over the selection and amount of securities to be bought or sold in Client accounts. However, these purchases or sales may be subject to specified investment objectives, guidelines or limitations previously set forth by the Client and agreed to by Point Bridge. Discretionary authority will only be authorized upon full disclosure to the Client. The granting of such authority will be evidenced by the Client's execution of an investment advisory agreement containing all applicable limitations to such authority. All discretionary trades made by Point Bridge will be in accordance with each Client's investment objectives and goals. Point Bridge, in certain circumstances, will also advise on a non-discretionary basis. Item 17 – Voting Client Securities Investment Advisory Services Generally, Point Bridge does not accept proxy-voting responsibility for Clients. Clients will receive proxy statements directly from the Custodian. The Advisor may assist in answering questions relating to proxies, but the Client retains the sole responsibility for proxy decisions and voting. Point Bridge America First ETF The Fund has delegated proxy voting responsibilities to Point Bridge. In delegating proxy voting responsibilities, the Board has directed that such proxies be voted consistent with the Fund’s and its shareholders’ best interests and in compliance with all applicable proxy voting rules and regulations. The Adviser has engaged Institutional Shareholder Services (“ISS”) to make recommendations to the Adviser on the voting of proxies relating to securities held by the Funds and has adopted the ISS Proxy Voting Guidelines as part of the Adviser’s proxy voting policies for such purpose. In engaging ISS, Point Bridge has reviewed ISS’s proxy voting policies for the current proxy voting season and has approved the summary of ISS’s positions on the voting positions it recommends for the types of proposals most frequently presented, including: election and composition of directors; financial reporting; compensation of management and directors; corporate governance structure and anti-takeover measures; and environmental and social risks to operations. Point Bridge is in agreement with the approach ISS has set forth in its current policies for voting proxies. Point Bridge Capital, LLC 300 Throckmorton Street, Fort Worth, TX 76102 Phone: (817) 529-4600 * Fax: (817) 529-4605 https://www.pointbridgecapital.com Page 18 Item 18 – Financial Information Neither Point Bridge, nor Mr. Lambert have any adverse financial situations that would reasonably impair the ability of Point Bridge to meet all obligations to its Clients. Neither Point Bridge, nor Mr. Lambert, have been subject to a bankruptcy or financial compromise. Point Bridge is not required to deliver a balance sheet along with this Disclosure Brochure, as the Advisor does not collect fees of $1,200 or more for services to be performed six months or more in the future. Point Bridge Capital, LLC 300 Throckmorton Street, Fort Worth, TX 76102 Phone: (817) 529-4600 * Fax: (817) 529-4605 https://www.pointbridgecapital.com Page 19 Form ADV Part 2B – Brochure Supplement for Hal A. Lambert Managing Member Effective: March 12, 2025 This Form ADV 2B (“Brochure Supplement”) provides information about the background and qualifications of Hal A. Lambert (CRD# 4090327) in addition to the information contained in the Point Bridge Capital, LLC (“Point Bridge” or the “Advisor”, CRD# 168071) Disclosure Brochure. If you have not received a copy of the Disclosure Brochure or if you have any questions about the contents of the Point Bridge Disclosure Brochure or this Brochure Supplement, please contact the Advisor at (817) 529-4600. Additional information about Mr. Lambert is available on the SEC’s Investment Adviser Public Disclosure website at www.adviserinfo.sec.gov by searching with his full name or his Individual CRD# 4090327. Point Bridge Capital, LLC 300 Throckmorton Street, Fort Worth, TX 76102 Phone: (817) 529-4600 * Fax: (817) 529-4605 https://www.pointbridgecapital.com Page 20 Date of Birth: March 6, 1970 Formal Education: Georgetown University, McDonough School of Business, MBA; 1998. The University of Texas at Austin, BBA; 1991. Business Background (past 5 years): Point Bridge Capital LLC, CEO 10/18/2013 - present Clearview AI, Inc. Co-CEO 12/2/2024 - present Credit Suisse, Director 5/1/2005 -10/17/2013 Disciplinary Information: Mr. Lambert has not been involved in any legal or disciplinary events that would be material to a client’s evaluation of Mr. Lambert or of Point Bridge Capital, LLC. Other Business Activities: PBC General Partner, LLC – Mr. Lambert serves as the managing member to PBC General Partner, LLC, an affiliated entity with the Advisor through common control and ownership. PBC General Partner, LLC serves as the general partner (the “General Partner”) to pooled investment vehicles (“Private Funds”). The General Partner offers direct access to Private Funds to third-party investors and Clients of Point Bridge. Investors in Private Fund are subject to a management fee to the General Partner upon closing of the Private Fund. Additionally, investors are charged a carried interest. Carried interest allocations are typically deducted from investment proceeds that would otherwise be distributable to the investors in the Series Fund. The manner of calculation and application of the management fee and the carried interest allocations are disclosed in the offering documents for the Series Fund. Due to the affiliation between the General Partner and the Advisor and the potential receipt of a management fee and carried interest, Mr. Lambert has a financial incentive to recommend that Clients invest into a Private Fund. While the General Partner is entitled to a management fee, it is the Advisor’s policy not charge any advisory fees to the Private Funds nor charge Clients an advisory fee on any Client’s assets invested into a Private Fund. Additionally, prior to recommending an investment into a Private Fund, the Advisor will conduct appropriate due diligence to ensure the recommendation to a Client to invest aligns with the Client’s investment needs and objectives. In addition, the Advisor will provide additional disclosure information to each Client, which will include relevant details regarding material financial interests and compensation as it relates to a Private Fund. Finally, there is no requirement for the Advisor to recommend these products to Clients, nor are Clients obligated to invest into these products. Political Consulting - Mr. Lambert is periodically involved in political campaigns, advocacy organizations, charitable organizations and social welfare organizations. This involvement may include raising funds, authorizing expenses and advising on public policy or election strategy. This activity may also include administration of 527 organizations (U.S. tax-exempt organizations organized under Section 527 of the U.S. Internal Revenue Code (26 U.S.C. § 527) and 501(c) organizations (tax-exempt nonprofit organizations as defined by the United States Internal Revenue Code (26 U.S.C. § 501). This activity does not involve investment advisory activity. Advisory clients of Point Bridge Capital, LLC are not solicited for or asked to participate in this activity, nor are they precluded from involvement in this or similar activities based on their relationship with Point Bridge Capital. Board Member – Mr. Lambert, in his separate capacity, has a minority interest and serves as a Board Member of Clearview AI, a private technology company. Mr. Lambert provides board level strategic advisory services. Mr. Lambert spends approximately 10 hours per month and is not compensated in this capacity. Board Member – Mr. Lambert, in his separate capacity, serves as Board Member of Firehawk Aerospace, Inc (“Firehawk”), an aerospace technology firm. Firehawk serves as a portfolio company in certain of the Advisor’s Private Funds. A conflict of interest exists due to Mr. Lambert’s position on the Board. Mr. Lambert is not compensated for his position as a Board Member. Additionally, there is no requirement for the Advisor to recommend these Private Funds to Clients, nor are Clients obligated to invest into these Private Funds. Point Bridge Capital, LLC 300 Throckmorton Street, Fort Worth, TX 76102 Phone: (817) 529-4600 * Fax: (817) 529-4605 https://www.pointbridgecapital.com Page 21 Board Observer – Mr. Lambert, in his separate capacity, serves as a Board Observer for Umbra Lab (“Umbra”), an aerospace technology firm. Umbra serves as a portfolio company in certain of the Advisor’s Private Funds. A conflict of interest exists due to Mr. Lambert’s position on the Board. Mr. Lambert is not compensated for his position as a Board Observer. Additionally, there is no requirement for the Advisor to recommend these Private Funds to Clients, nor are Clients obligated to invest into these Private Funds. Clearview AI, Inc. - Mr. Lambert, in his separate capacity, serves as the Co-Chief Executive Officer and as a board of directors member of Clearview AI, a private software company. This involvement may include guiding the company on government affairs and raising outside capital. Mr. Lambert spends approximately 80 hours per month on this role and receives compensation. This activity does not involve investment advisory activity. Advisory clients of Point Bridge Capital, LLC are not solicited to invest in Clearview AI. Additional Compensation: Mr. Lambert has additional business activities where compensation is received that are detailed above. Supervision: Mr. Lambert is the Chief Compliance Officer of Point Bridge Capital, LLC. Mr. Lambert can be reached directly by calling 817-529-4600 Point Bridge has implemented a Code of Ethics, an internal compliance document that guides each Supervised Persons in meeting their fiduciary obligations to Clients of Point Bridge. Further, Point Bridge is subject to regulatory oversight by various agencies. These agencies require registration by Point Bridge and its Supervised Persons. As a registered entity, Point Bridge is subject to examinations by regulators, which may be announced or unannounced. Point Bridge is required to periodically update the information provided to these agencies and to provide various reports regarding the business activities and assets of the Advisor. Point Bridge Capital, LLC 300 Throckmorton Street, Fort Worth, TX 76102 Phone: (817) 529-4600 * Fax: (817) 529-4605 https://www.pointbridgecapital.com Page 22 Privacy Policy Effective: March 12, 2025 Our Commitment to You Point Bridge Capital, LLC (“Point Bridge” or the “Advisor”) is committed to safeguarding the use of personal information of our Clients (also referred to as “you” and “your”) that we obtain as your Investment Advisor, as described here in our Privacy Policy (“Policy”). Our relationship with you is our most important asset. We understand that you have entrusted us with your private information, and we do everything that we can to maintain that trust. Point Bridge (also referred to as "we", "our" and "us”) protects the security and confidentiality of the personal information we have and implements controls to ensure that such information is used for proper business purposes in connection with the management or servicing of our relationship with you. Point Bridge does not sell your non-public personal information to anyone. Nor do we provide such information to others except for discrete and reasonable business purposes in connection with the servicing and management of our relationship with you, as discussed below. Details of our approach to privacy and how your personal non-public information is collected and used are set forth in this Policy. Why you need to know? Registered Investment Advisors (“RIAs”) must share some of your personal information in the course of servicing your account. Federal and State laws give you the right to limit some of this sharing and require RIAs to disclose how we collect, share, and protect your personal information. What information do we collect from you? Driver’s license number Date of birth Social security or taxpayer identification number Assets and liabilities Name, address and phone number[s] Income and expenses E-mail address[es] Investment activity Account information (including other institutions) Investment experience and goals What Information do we collect from other sources? Custody, brokerage and advisory agreements Other advisory agreements and legal documents Transactional information with us or others Account applications and forms Investment questionnaires and suitability documents Other information needed to service account How do we protect your information? To safeguard your personal information from unauthorized access and use we maintain physical, procedural and electronic security measures. These include such safeguards as secure passwords, encrypted file storage and a secure office environment. Our technology vendors provide security and access control over personal information and have policies over the transmission of data. Our associates are trained on their responsibilities to protect Client’s personal information. We require third parties that assist in providing our services to you to protect the personal information they receive from us. Point Bridge Capital, LLC 300 Throckmorton Street, Fort Worth, TX 76102 Phone: (817) 529-4600 * Fax: (817) 529-4605 https://www.pointbridgecapital.com Page 23 How do we share your information? An RIA shares Client personal information to effectively implement its services. In the section below, we list some reasons we may share your personal information. Basis For Sharing Do we share? Can you limit? Yes No No Not Shared Yes Yes No Not Shared Servicing our Clients We may share non-public personal information with non-affiliated third parties (such as administrators, brokers, custodians, regulators, credit agencies, other financial institutions) as necessary for us to provide agreed upon services to you, consistent with applicable law, including but not limited to: processing transactions; general account maintenance; responding to regulators or legal investigations; and credit reporting. Marketing Purposes Point Bridge does not disclose, and does not intend to disclose, personal information with non-affiliated third parties to offer you services. Certain laws may give us the right to share your personal information with financial institutions where you are a customer and where Point Bridge or the client has a formal agreement with the financial institution. We will only share information for purposes of servicing your accounts, not for marketing purposes. Authorized Users Your non-public personal information may be disclosed to you and persons that we believe to be your authorized agent[s] or representative[s]. Information About Former Clients Point Bridge does not disclose and does not intend to disclose, non- public personal information to non-affiliated third parties with respect to persons who are no longer our Clients. Changes to our Privacy Policy We will send you a copy of this Policy annually for as long as you maintain an ongoing relationship with us. Periodically we may revise this Policy, and will provide you with a revised policy if the changes materially alter the previous Privacy Policy. We will not, however, revise our Privacy Policy to permit the sharing of non-public personal information other than as described in this notice unless we first notify you and provide you with an opportunity to prevent the information sharing. Any Questions? You may ask questions or voice any concerns, as well as obtain a copy of our current Privacy Policy by contacting us at (817) 529-4600. Point Bridge Capital, LLC 300 Throckmorton Street, Fort Worth, TX 76102 Phone: (817) 529-4600 * Fax: (817) 529-4605 https://www.pointbridgecapital.com Page 24