href="284867_263704_19_20240329.html#15">-DEALERS FOR CLIENT TRANSACTIONS ................................................................................... 15 AGGREGATING SECURITIES TRANSACTIONS FOR CLIENT ACCOUNTS.......................................................................................... 16 REVIEW OF CLIENT ACCOUNTS ON NON-PERIODIC BASIS ....................................................................................................... 16 CONTENT OF CLIENT PROVIDED REPORTS AND FREQUENCY .................................................................................................. 16 ADVISORY FIRM PAYMENTS FOR CLIENT REFERRALS ................................................................................................................. 18 ITEM 15: CUSTODY .................................................................................................................................................. 18 ACCOUNT STATEMENTS ..................................................................................................................................................... 18 ITEM 16: INVESTMENT DISCRETION ......................................................................................................................... 18 DISCRETIONARY AUTHORITY FOR TRADING ........................................................................................................................... 18 ITEM 17: VOTING CLIENT SECURITIES ...................................................................................................................... 18 PROXY VOTES ................................................................................................................................................................. 18 ITEM 18: FINANCIAL INFORMATION ....................................................................................................................... 18 BALANCE SHEET ............................................................................................................................................................... 18 FINANCIAL CONDITIONS REASONABLY LIKELY TO IMPAIR ADVISORY FIRM’S ABILITY TO MEET COMMITMENTS TO CLIENTS ................... 18 BANKRUPTCY PETITIONS DURING THE PAST TEN YEARS ............................................................................................................ 18 Firm Description BayBridge Capital Group, LLC (“BBCG”) was founded in 2015 and operated as the d.b.a. Infinity Financial Services. In October of 2016, BBCG applied for registration to operate as a registered investment adviser in the State of California. Kevin C. Batstone is 50% owner and Eugene M. Gurevich is 50% owner. BBCG is a fee only investment management and financial consulting firm. BBCG does not act as a custodian of client assets. An evaluation of each client's initial situation is provided to the client, often in the form of a net worth statement, risk analysis or similar document. Periodic reviews are also communicated to provide reminders of the specific courses of action that need to be taken. More frequent reviews occur but are not necessarily communicated to the client unless immediate changes are recommended. Other professionals (e.g., lawyers, accountants, insurance agents, etc.) are engaged directly by the client on an as-needed basis. Under CCR Section 260.238(k), BBCG, its representatives, or any of its employees will disclose to clients all material conflicts of interest. Types of Advisory Services ASSET MANAGEMENT AND FINANCIAL PLANNING BBCG offers clients a combination of discretionary direct asset management services tand financial planning. BBCG will offer clients ongoing portfolio management services through determining individual investment goals, time horizons, objectives, and risk tolerance. Investment strategies, investment selection, asset allocation, portfolio monitoring, and the overall investment program will be based on the above factors. The client will authorize BBCG discretionary authority to execute selected investment program transactions as stated within the Investment Advisory Agreement. Financial planning is included for clients who participate in the firm’s asset management service, which includes, but is not limited to, a thorough review of all applicable topics including Wills, Estate Plan/Trusts, Investments, Qualified Plans, Taxes, and Insurance. Under California Code of Regulations, 10 CCR Section 260.235.2, it requires that the conflict of interest, which exists between the interests of the investment BBCG and the interests of the client when offering financial planning services, be disclosed. The client is under no obligation to act upon the BBCG’s recommendation. If the client elects to act on any of the recommendations, the client is under no obligation to effect the transaction through BBCG. ERISA PLAN SERVICES BBCG provides service to qualified and non-qualified retirement plans including 401(k) plans, 403(b) plans, pension and profit-sharing plans, cash balance plans, and deferred compensation plans. BBCG may act as a 3(21) or (3) 28 advisor, or investment manager under ERISA Section 3(38) Limited Scope ERISA 3(21) Fiduciary. BBCG acts as a limited scope ERISA 3(21) fiduciary that can advise, help and assist plan sponsors with their investment decisions on a non-discretionary basis. As an investment advisor BBCG has a fiduciary duty to act in the best interest of the client. The plan sponsor is still ultimately responsible for the decisions made in their plan, though using BBCG can help the plan sponsor delegate liability by following a diligent process. 1. Fiduciary Services are: a. Provide non-discretionary investment advice to the Client about asset classes and investment alternatives available for the Plan in accordance with the Plan’s investment policies and objectives. Client will make the final decision regarding the initial selection, retention, removal and addition of investment options. b. Assist the Client with the selection of a broad range of investment options consistent with ERISA Section 404(c) and the regulations there under. c. Assist the Client in the development of an investment policy statement (“IPS”). The IPS establishes the investment policies and objectives for the Plan. Client shall have the ultimate responsibility and authority to establish such policies and objectives and to adopt and amend the IPS. d. Assist in monitoring investment options by preparing periodic investment reports that document investment performance, consistency of fund management and conformance to the guidelines set forth in the IPS and make recommendations to maintain, remove or replace investment options. e. Meet with Client on a periodic basis to discuss the reports and the investment recommendations. f. Provide non-discretionary investment advice to the Plan Sponsor with respect to the selection of a qualified default investment alternative for participants who are automatically enrolled in the Plan or who have otherwise failed to make investment elections. The Client retains the sole responsibility to provide all notices to the Plan participants required under ERISA Section 404(c) (5). 2. Non-fiduciary Services are: a. Assist in the education of Plan participants about general investment information and the investment alternatives available to them under the Plan. Client understands BBCG’s assistance in education of the Plan participants shall be consistent with and within the scope of the Department of Labor’s definition of investment education (Department of Labor Interpretive Bulletin 96-1). As such, BBCG is not providing fiduciary advice as define by ERISA to the Plan participants. BBCG will not provide investment advice concerning the prudence of any investment option or combination of investment options for a particular participant or beneficiary under the Plan. b. Assist in the group enrollment meetings designed to increase retirement plan participation among the employees and investment and financial understanding by the employees. c. BBCG may provide these services or, alternatively, may arrange for the Plan’s other providers to offer these services, as agreed upon between BBCG and Client. 3. BBCG has no responsibility to provide services related to the following types of assets (“Excluded Assets”): a. Real estate (except for real estate funds or publicly traded REITs); b. Participant loans; c. Non-publicly traded partnership interests; d. Other non-publicly traded securities or property (other than collective trusts and similar vehicles); or e. Other hard-to-value or illiquid securities or property. ERISA 3(38) Fiduciary. Under the 3(38) Service, BBCG selects a diverse line-up of investment options across a range of asset classes to be offered to Plan Participants in accordance with Section 3(38) of ERISA. BBCG provides asset allocation risk-based model portfolios for the Plan. BBCG will manage the model portfolio development, construction, and maintenance, and make updates as needed. Under the 3(38) Service, BBCG’s IARs may provide general enrollment and investment education to Plan Participants, but do not provide specific individualized investment advice within the meaning of ERISA to Plan Participants with respect to their Plan assets. Additionally, BBCG offers the 3(38) Service to Plan Sponsors as a standalone service. In accordance with Section 3(38) of ERISA, BBCG has discretion to choose a “Qualified Default Investment Alternative” (“QDIA”). A QDIA is a default investment option chosen by a plan fiduciary for Plan Participants who fail to make an election regarding investment of their account balances. Unless unavailable with the recordkeeper, BBCG will utilize target-date asset allocation investment options for the 3(38) Services QDIA. 1. As a Fiduciary under the Plan, the primary responsibilities of the 3(38) Investment Manager are: a. Assist the Plan Sponsor to prepare and maintain the Investment Policy Statement b. Prudently select core asset classes and investments to meet risk/return profile described in the Investment Policy Statement. c. Monitor investment options using industry-standard evaluation methods, subject to additional investment constraints/options established by the Plan Sponsor. d. Notify Plan Sponsor if an investment vehicle is no longer suitable and take appropriate actions to replace the investment. Excluded Assets will not be included in the AUM calculation of fees paid to BBCG under this Agreement. BBCG will not have discretion or custody, at any time, of client funds and/or securities. USE OF SUBADVISERS/ THIRD PARTY ADVISERS/ CONSULTANTS BBCG may utilize other investment advisers while managing client portfolios. BBCG will always retain overall responsibility for supervising/managing client accounts and placing/executing trades in client accounts. However, only after consulting with other third-party advisers or utilizing third party advisers models and/or portfolios. BBCG will compensate other advisers using a fixed fee and this will not increase or decrease the fees clients pay to BBCG. Wrap Fee Programs BBCG does not sponsor a wrap fee program. Client Tailored Services and Client Imposed Restrictions The goals and objectives for each client are documented in our client files. Investment strategies are created that reflect the stated goals and objectives. Clients may impose restrictions on investing in certain securities or types of securities. Agreements may not be assigned without written client consent. Client Assets under Management As of December 31, 2023, BBCG has $ 169,379,792.00 in discretionary assets under management. BBCG currently has $ 858,000,000.00 in assets under advisement.