ASHBAY CAPITAL, LLC

Brochure Supplement Jonathan S. Vyorst January 6th, 2026 This brochure Supplement provides information about Jonathan S. Vyorst that supplements the Disclosure Brochure of Ashbay Capital, LLC (hereinafter “Ashbay”), a copy of which you should have received. If you have any questions about the contents of the brochure or brochure supplement, or would like to request a copy, please contact Ashbay at the telephone number listed below. Additional information about the Ashbay is available on the SEC’s website at www.adviserinfo.sec.gov. Ashbay is an SEC registered investment adviser. 7 World Trade Center, 250 Greenwich St., 46th Fl., New York, NY 10007 (212) 266-0038  Item 2. Educational Background and Business Experience Born 1963 Post-Secondary Education • Yale School of Management, MBA, 1996 • Cornell University, BA, 1985 Recent Business Background • Ashbay Capital, LLC, President, January 2014 – Present • Paradigm Capital Management, Inc., Portfolio Manager, February 2007 – December 2013 Item 3. Disciplinary Information Ashbay is required to disclose information regarding any legal or disciplinary events material to a client’s evaluation of Mr. Vyorst. Ashbay has no information to disclose in relation to this item. Item 4. Other Business Activities Ashbay is required to disclose information regarding any investment-related business or occupation in which Mr. Vyorst is actively engaged. Ashbay has no information to disclose in relation to this item. Item 5. Additional Compensation Ashbay is required to disclose information regarding any arrangement under which Mr. Vyorst receives an economic benefit from someone other than a client for providing investment advisory services. Ashbay has no information to disclose in relation to this item. Item 6. Supervision Jonathan S. Vyorst is the President of Ashbay and is generally responsible for his own supervision. Mr. Vyorst seeks to ensure that investments are suitable for his individual clients and consistent with their individual goals, objectives and risk tolerance, as well as any restrictions requested by Ashbay’s clients. 

Disclosure Brochure January 6, 2026 This brochure provides information about the qualifications and business practices of Ashbay Capital, LLC (hereinafter “Ashbay,” the “Firm,” “us” or “we.”) If you have any questions about the contents of this brochure, please contact the Firm at the telephone number listed below. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (SEC) or by any state securities authority. Additional information about the Firm is available on the SEC’s website at www.adviserinfo.sec.gov. Ashbay is an SEC registered investment adviser. Registration does not imply any level of skill or training. 7 World Trade Center, 250 Greenwich St., 46th Fl., New York, NY 10007 (212) 266-0038  Item 2. Material Changes There are no material changes in this brochure from the last annual updating amendment on 01/14/2025 of Ashbay Capital, LLC. 2 | A s h b a y C a p i t a l , L L C D i s c l o s u r e B r o c h u r e  Item 3. Table of Contents Item 2. Material Changes .................................................................................................... 2 Item 3. Table of Contents ....................................................................................................... 3 Item 4. Advisory Business ..................................................................................................... 4 Item 5. Fees and Compensation ............................................................................................. 5 Item 6. Performance-Based Fees and Side-by-Side Management .......................................... 6 Item 7. Types of Clients ......................................................................................................... 6 Item 8. Methods of Analysis, Investment Strategies and Risk of Loss ..................................... 7 Item 9. Disciplinary Information ......................................................................................... 11 Item 10. Other Financial Industry Activities and Affiliations ................................................ 11 Item 11. Code of Ethics ....................................................................................................... 11 Item 12. Brokerage Practices .............................................................................................. 12 Item 13. Review of Accounts .............................................................................................. 14 Item 14. Client Referrals and Other Compensation ............................................................. 15 Item 15. Custody ................................................................................................................ 16 Item 16. Investment Discretion .......................................................................................... 16 Item 17. Voting Client Securities ......................................................................................... 17 Item 18. Financial Information ........................................................................................... 17 3 | A s h b a y C a p i t a l , L L C D i s c l o s u r e B r o c h u r e  Item 4. Advisory Business Since January 2014, Ashbay has been in business as a fee-only advisory firm specializing exclusively in providing investment management solutions to individual and institutional investors. Jonathan S. Vyorst is the principal owner of Ashbay. As of December 31, 2025, Ashbay had $137,737,270 in assets under management; all of which was managed on a discretionary basis. Prior to engaging Ashbay to provide any of the foregoing investment advisory services, the client is required to enter into one or more written agreements with Ashbay setting forth the terms and conditions under which Ashbay renders its services (collectively the “Agreement”). While this brochure generally describes the business of Ashbay, certain sections also discuss the activities of its Supervised Persons, which refer to the Firm’s officers, partners, directors (or other persons occupying a similar status or performing similar functions), employees or any other person who provides investment advice on Ashbay’s behalf and is subject to the Firm’s supervision or control. Investment Management Services investment management services to Ashbay provides discretionary individuals, trusts, foundations, corporations, and pension and profit-sharing plans. We use a bottom-up, value- investing approach to investment management, and offer an equity and balanced version of our strategy. We may invest in stocks of all market capitalizations; corporate bonds and preferred stocks; mortgage-backed securities; US Treasury obligations; Master Limited Partnerships (“MLPs”); municipal bonds; exchange-traded funds (“ETFs”); real estate investment trusts (“REITs”); and distressed debt. We invest in undervalued securities at what we believe are significant discounts to the intrinsic value of those securities. We focus on a company’s ability to generate free cash flow; balance sheet strength; earnings and revenue growth; competitive position; and on the integrity of the prospective company’s financial statements, and the skills and reputation of management. invest We also in special situations. Special situations are companies undergoing a transformational corporate event; that are engaged in a restructuring or turnaround; or that have substantial undervalued or unrecognized assets. Special situations include corporate spin- 4 | A s h b a y C a p i t a l , L L C D i s c l o s u r e B r o c h u r e  offs, tender offers, mergers and acquisitions, corporate restructurings, bankruptcy proceedings and distressed financings, and companies working to deleverage their balance sheets. Clients may impose reasonable restrictions or mandates on the management of their account if, in our sole discretion, the conditions will not materially impact the performance of a portfolio strategy or prove overly burdensome to our management efforts. Item 5. Fees and Compensation Investment Management Fees Ashbay offers its investment management services for an annual fee based upon a percentage of assets under management. Ashbay charges a 1% annual fee, which is prorated and charged quarterly, in arrears, based upon the average daily balance of assets under Ashbay’s management for the preceding three months. Fee Discretion Ashbay, in its sole discretion, may negotiate to charge a lesser fee based upon certain criteria, such as anticipated future earning capacity, anticipated future additional assets, dollar amount of assets to be managed, related accounts, account composition, pre-existing client relationship, account retention, etc. Additional Fees and Expenses In addition to the advisory fees paid to Ashbay, clients may also incur certain charges imposed by other third parties, such as broker-dealers, custodians, trust companies, banks and other financial institutions (collectively “Financial Institutions”). These additional charges may include securities brokerage commissions, transaction fees, custodial fees, odd-lot differentials, transfer taxes, wire transfer and electronic fund fees and other fees and taxes on brokerage accounts and securities transactions. Such charges, fees and commissions are exclusive of and in addition to the Firm’s annual fee. Ashbay does not, however, receive any portion of these commissions, fees, and costs. 5 | A s h b a y C a p i t a l , L L C D i s c l o s u r e B r o c h u r e  Fee Debit Clients generally provide Ashbay with the authority to directly debit their accounts for payment of the Firm’s investment advisory fees. The Financial Institutions that act as qualified custodians for client accounts have agreed to send statements to clients not less than quarterly detailing all account transactions, including any amounts paid to Ashbay. Alternatively, clients may elect to have Ashbay send them an invoice for direct payment. Account Additions and Withdrawals Clients may make additions to and withdrawals from their account at any time, subject to Ashbay’s right to terminate an account. Additions may be in cash or securities provided that the Firm reserves the right to liquidate any transferred securities or decline to accept particular securities into a client’s account. Clients may withdraw account assets on notice to Ashbay, subject to usual and customary securities settlement procedures. However, Ashbay designs its portfolios as long-term investments and the withdrawal of assets may impair the achievement of a client’s investment objectives. Ashbay may consult with its clients about the options and implications of transferring securities. Clients are advised that when transferred securities are liquidated, they may be subject to transaction fees, fees assessed at the mutual fund level (i.e., contingent deferred sales charge) and/or tax ramifications. Item 6. Performance-Based Fees and Side-by-Side Management Ashbay does not provide any services for a performance-based fee. Performance-based fees are those based on a share of capital gains or capital appreciation of the assets of a client. Item 7. Types of Clients Ashbay provides its services to individuals, pension and profit-sharing plans, trusts, estates, charitable organizations, corporations and other business entities. 6 | A s h b a y C a p i t a l , L L C D i s c l o s u r e B r o c h u r e  Minimum Portfolio Size As a condition for starting and maintaining an investment management relationship, Ashbay generally imposes a minimum portfolio size of $1,000,000. The Firm, in its sole discretion, may accept clients with smaller portfolios based upon certain criteria, such as anticipated future earning capacity, anticipated future additional assets, related accounts, account composition, pre-existing client relationships and account retention. Ashbay may aggregate the portfolios of family members to meet the minimum portfolio size. Item 8. Methods of Analysis, Investment Strategies and Risk of Loss Methods of Analysis Ashbay is a value investor and relies primarily on bottom-up, fundamental analysis. We use various sources of information to discover new investment ideas, including stock screens, financial publications and SEC filings. Once a potential investment is identified, we thoroughly analyze the candidate’s 10K, 10Q and proxy statement. We may then contact company management and engage in detailed conversations to better understand the economics of the company and the dynamics of the company’s industry. We generally use free cash flow and earnings multiples to value investments. Once an investment is made, we monitor it continuously, and remain in contact with management on an ongoing basis. Investment Strategies Intrinsic Value Equity: Ashbay makes two main types of investments: long-term investments and special situations. Long-term investments are generally high-quality common stocks selling for what we believe are significant discounts to the intrinsic value of those securities. We make these investments with the expectation of a three-year holding period, although holding periods vary widely and depend on many factors. 7 | A s h b a y C a p i t a l , L L C D i s c l o s u r e B r o c h u r e  In our view, a company is high quality if it has most of the following characteristics: strong free cash flow; good operating margins; high returns on invested capital; modest or declining leverage; growing revenues and earnings over the course of a business cycle; strong market share; and what we believe to be honest and competent management. in special situations. Special situations are companies undergoing a We also invest transformational corporate event; that are engaged in a restructuring or turnaround; or that have substantial undervalued or unrecognized assets. Special situations include corporate spin-offs, tender offers, mergers and acquisitions, corporate restructurings, bankruptcy proceedings and distressed financings, and companies working to deleverage their balance sheets. The distinction between a special situation and a long-term investment is not absolute. Most companies experience some sort of corporate event, such as a merger or spin off, at some point in their history. Often, these events prove to be excellent entry points for long-term investors. Intrinsic Value Balanced: We offer a balanced version of our equity investment strategy to clients who are more risk adverse and do not wish to be fully invested in common stocks. Balanced portfolios may include corporate bonds and preferred stocks; municipal bonds; mortgage-backed securities; US Treasury obligations; REITs; and ETFs. We may also invest in these types of assets in our Intrinsic Value Equity strategy. Risks of Loss General Risk of Loss Investing in securities involves the risk of loss. Clients should be prepared to bear potential losses. Equity and Market Risks Equities can be volatile. The stock market can move up or down due to factors beyond Ashbay’s control. Anyone investing in equities should be aware that prices can move substantially in a short period of time. 8 | A s h b a y C a p i t a l , L L C D i s c l o s u r e B r o c h u r e  As a value investor, Ashbay generally invests in securities that are out of favor in the markets. Ashbay has a multi-year investment horizon and has little control over how long it will take for a specific investment to succeed. Furthermore, investments Ashbay makes—precisely because they are out of favor—may and often do decline further after purchase. Value investing attempts to identify companies selling at a discount to their intrinsic value. However, a company’s intrinsic value may never be fully realized by the market, or a company that Ashbay judges to be undervalued may actually be appropriately valued, or overvalued. Individual investments may not perform as anticipated. Asset Allocation Risks For Balanced accounts with a fixed income allocation, Ashbay may decide, based on its view of the relative value of stocks and bonds in the broader market, to underweight or overweight stocks or bonds relative to the specific benchmark used. Thus, if bond yields are, in Ashbay’s view, too low, Ashbay may decide to substitute alternatives like dividend paying stocks for bonds. Conversely, Ashbay may believe stocks are overvalued relative to bonds, and underweight stocks. If Ashbay is wrong in its asset allocation assumptions, clients may experience losses greater than they might have anticipated with an absolute adherence to the asset allocation of a specific benchmark. Distressed Securities Ashbay may invest client assets in certain distressed securities, the issuers of which are generally in precarious financial positions and are either in or at risk of default or bankruptcy. The performance of these securities rests primarily on the issuer’s ability to improve its financial operations through restructuring or other means. Failure to complete a successful turnaround could have a severe and adverse impact on the value and liquidity of the security. Master Limited Partnerships (MLPs) 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 are therefore 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 such factors. In addition, MLPs operate as pass-through tax entities, meaning that investors are liable 9 | A s h b a y C a p i t a l , L L C D i s c l o s u r e B r o c h u r e  for their pro rata share of the partnership taxes, regardless of the types of accounts where the interests are held. Management Through Similarly Managed “Model” Accounts Ashbay manages certain accounts through the use of similarly managed “model” portfolios, whereby the Firm allocates all or a portion of its clients’ assets among various securities on a discretionary basis using one or more of its proprietary investment strategies. In managing assets through the use of models, the Firm remains in compliance with the safe harbor provisions of Rule 3a-4 of the Investment Company Act of 1940. Clients should contact Ashbay if they experience a change in their financial situation or if they want to impose reasonable restrictions on the management of their accounts. Real Estate Investment Trusts (REITs) Ashbay may make an investment in, or allocate assets among, various real estate investment trusts (“REITs”), the shares of which exist in the form of either publicly traded or privately placed securities. REITs are collective investment vehicles with portfolios comprised primarily of real estate and mortgage related holdings. Many REITs hold heavy concentrations of investments tied to commercial and/or residential developments, which inherently subject REIT investors to the risks associated with a downturn in the real estate market. Investments linked to certain regions that experience greater volatility in the local real estate market may give rise to large fluctuations in the value of the vehicle’s shares. Mortgage related holdings may give rise to additional concerns pertaining to interest rates, inflation, liquidity and counterparty risk. Exchange Traded Funds (ETFs) Ashbay may make an investment in certain ETFs and inverse ETFs. An investment in an ETF involves risk, including the loss of principal. ETF shareholders are necessarily subject to the risks stemming from the individual issuers of the fund’s underlying portfolio securities. Some ETFs are “inverse ETFs,” meaning that they seek to deliver the opposite of the performance of the index or benchmark they track, using derivatives. Such shareholders are also liable for taxes on any fund-level capital gains, as ETFs are required by law to distribute capital gains in the event they sell securities for a profit that cannot be offset by a corresponding loss. Shares of ETFs are listed on securities exchanges and transacted at negotiated prices in the secondary market. Generally, ETF shares trade at or near their most recent NAV, which is 10 | A s h b a y C a p i t a l , L L C D i s c l o s u r e B r o c h u r e  generally calculated at least once daily for indexed based ETFs and potentially more frequently for actively managed ETFs. However, certain inefficiencies may cause the shares to trade at a premium or discount to their pro rata NAV. There is also no guarantee that an active secondary market for such shares will develop or continue to exist. Generally, an ETF only redeems shares when aggregated as creation units (usually 20,000 shares or more). Therefore, if a liquid secondary market ceases to exist for shares of a particular ETF, a shareholder may have no way to dispose of such shares. Item 9. Disciplinary Information Ashbay has not been involved in any legal or disciplinary events that are material to a client’s evaluation of its advisory business or the integrity of its management. Item 10. Other Financial Industry Activities and Affiliations Ashbay is not engaged in any other financial industry activities and does not have any affiliations that are otherwise material to the Firm’s advisory business. Item 11. Code of Ethics Ashbay has adopted a code of ethics in compliance with applicable securities laws (“Code of Ethics”) that sets forth the standards of conduct expected of its Supervised Persons. Ashbay’s Code of Ethics contains written policies reasonably designed to prevent certain unlawful practices such as the use of material non-public information by the Firm or any of its Supervised Persons and the trading by the same of securities ahead of clients in order to take advantage of pending orders. The Code of Ethics also requires certain of Ashbay’s personnel (called “Access Persons”) to report their personal securities holdings and transactions and obtain pre-approval of certain investments (e.g., initial public offerings, limited offerings). However, Ashbay Supervised Persons are permitted to buy or sell securities that it also recommends to clients if done in a manner consistent with the Firm’s policies and procedures. This Code of Ethics has been established recognizing that some securities trade in sufficiently broad markets to permit transactions by Access Persons to be completed without any appreciable impact on the markets of such securities. Therefore, under certain limited circumstances, exceptions may be made to the policies stated below. 11 | A s h b a y C a p i t a l , L L C D i s c l o s u r e B r o c h u r e  When the Firm is engaging in or considering a transaction in any security on behalf of a client, no Access Person may knowingly effect for themselves or for their immediate family (i.e., spouse, minor children and adults living in the same household as the Access Person) a transaction in that security unless: • the transaction has been completed; • the transaction for the Access Person is completed as part of a batch trade (as defined below in Item 12) with clients; or • a decision has been made not to engage in the transaction for the client. These requirements are not applicable to: (i) direct obligations of the Government of the United States; (ii) money market instruments, bankers’ acceptances, bank certificates of deposit, commercial paper, repurchase agreements and other high quality short-term debt instruments, including repurchase agreements; (iii) shares issued by mutual funds or money market funds; and (iv) shares issued by unit investment trusts that are invested exclusively in one or more mutual funds. Clients and prospective clients may contact Ashbay to request a copy of its Code of Ethics. Item 12. Brokerage Practices Ashbay generally recommends that clients utilize the brokerage and clearing services of Schwab Advisor ServicesTM (“Schwab”) for investment management accounts. Factors which Ashbay considers in recommending Schwab include its low fees (Schwab currently does not charge a fee for most equity trades) and its financial strength, reputation, execution and service. Clients may pay fees or commissions for other items, like bonds trades, that are higher than what another qualified Financial Institution might charge to effect the same transaction when Ashbay determines that those fees and commissions are reasonable in relation to the overall value of the brokerage and research services received. Ashbay seeks to get best execution for its clients and reviews its trades with Schwab on a periodic basis. In seeking best execution, the determinative factor is not the lowest possible cost, but whether the transaction represents the best qualitative execution, taking into consideration the full range of a Financial Institution’s services, including among others, the value of research provided, execution capability, commission rates and responsiveness. Ashbay seeks competitive rates but may not necessarily obtain the lowest possible commission rates for client transactions. 12 | A s h b a y C a p i t a l , L L C D i s c l o s u r e B r o c h u r e  Ashbay periodically and systematically reviews its policies and procedures regarding its recommendation of Financial Institutions in light of its duty to obtain best execution. The client may direct Ashbay in writing to use a particular Financial Institution to execute some or all transactions for the client. In that case, the client will negotiate terms and arrangements for the account with that Financial Institution and the Firm will not seek better execution services or prices from other Financial Institutions or be able to “batch” client transactions for execution through other Financial Institutions with orders for other accounts managed by Ashbay (as described below). As a result, the client may pay higher commissions or other transaction costs, greater spreads or may receive less favorable net prices, on transactions for the account than would otherwise be the case. Subject to its duty of best execution, Ashbay may decline a client’s request to direct brokerage if, in the Firm’s sole discretion, such directed brokerage arrangements would result in additional operational difficulties. Ashbay generally combines or “batches” orders of the same security for multiple clients in order to obtain best execution, to negotiate more favorable commission rates or to allocate equitably among Ashbay’s clients’ differences in prices and commissions or other transaction costs that might not have been obtained had such orders been placed independently. Under this procedure, transactions will generally be averaged as to price and allocated among Ashbay’s clients pro rata to the purchase and sale orders placed for each client on any given day. To the extent that Ashbay decides to aggregate client orders for the purchase or sale of securities, including securities in which Ashbay’s Supervised Persons may invest, the Firm generally does so in accordance with applicable rules promulgated under the Advisers Act and no-action guidance provided by the staff of the U.S. Securities and Exchange Commission. Ashbay does not receive any additional compensation or remuneration as a result of the aggregation. In the event that the Firm determines that a prorated allocation is not appropriate under a set of particular circumstances, the allocation will be made based upon other relevant factors, which may include: (i) when only a small percentage of the order is executed, shares may be allocated to the account with the smallest order or the smallest position or to an account that is out of line with respect to security or sector weightings relative to other portfolios, with similar mandates; (ii) allocations may be given to one account when one account has limitations in its investment guidelines which prohibit it from purchasing other securities which are expected to produce similar investment results and can be purchased by other accounts; (iii) if an account reaches an investment guideline limit and cannot participate in an allocation, shares may be reallocated to other accounts (this may be due to unforeseen changes in an account’s assets after an order is placed); (iv) with respect to sale allocations, allocations may be given to accounts low in cash; (v) in cases 13 | A s h b a y C a p i t a l , L L C D i s c l o s u r e B r o c h u r e  when a pro rata allocation of a potential execution would result in a de minimis allocation in one or more accounts, Ashbay may exclude the account(s) from the allocation; the transactions may be executed on a pro rata basis among the remaining accounts; or (vi) in cases where a small proportion of an order is executed in all accounts, shares may be allocated to one or more accounts on a random basis. Software and Support Provided by Financial Institutions Ashbay may receive from Schwab, without cost to Ashbay, computer software and related systems support, which allow Ashbay to better monitor client accounts maintained at Schwab. Ashbay may receive the software and related support without cost because Ashbay renders investment management services to clients that maintain assets at Schwab. The software and support is not provided in connection with securities transactions of clients (i.e., not “soft dollars”). The software and related systems support may benefit Ashbay, but not its clients directly. In fulfilling its duties to its clients, Ashbay endeavors at all times to put the interests of its clients first. Clients should be aware, however, that Ashbay’s receipt of economic benefits from a broker-dealer creates a conflict of interest since these benefits may influence Ashbay’s choice of broker-dealer over another broker-dealer that does not furnish similar software, systems support or services. Additionally, Ashbay may receive the following benefits from Schwab through its Schwab Institutional division: receipt of duplicate client confirmations and bundled duplicate statements; access to a trading desk that exclusively services Schwab 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. Item 13. Review of Accounts Account Reviews Ashbay monitors client portfolios as part of an ongoing process while regular account reviews are conducted on at least a monthly basis. All investment advisory clients are encouraged to discuss their needs, goals and objectives with Ashbay and to keep Ashbay informed of any changes 14 | A s h b a y C a p i t a l , L L C D i s c l o s u r e B r o c h u r e  thereto. The Firm contacts ongoing investment advisory clients at least annually to review its previous services and/or recommendations and to discuss the impact resulting from any changes in the client’s financial situation and/or investment objectives. Account Statements and Reports Clients are provided with transaction confirmation notices and regular summary account statements directly from the Financial Institutions where their assets are custodied. On a quarterly basis or as otherwise requested, clients may also receive written or electronic reports from Ashbay and/or an outside service provider, which contain certain account and/or market- related information, such as an inventory of account holdings or account performance. Clients should compare the account statements they receive from their custodian with those they receive from Ashbay or an outside service provider. Item 14. Client Referrals and Other Compensation Client Referrals If a client is introduced to Ashbay by either an unaffiliated or an affiliated solicitor, Ashbay may pay that solicitor a referral fee in accordance with the requirements of the SEC’s Marketing Rule and any corresponding state securities law requirements. Any such referral fee is paid solely from Ashbay’s investment management fee and does not result in any additional charge to the client. If the client is introduced to Ashbay by a solicitor, that relationship would be considered either a “testimonial or an endorsement” under the Marketing Rule and Ashbay must provide to the client a disclosure statement that includes a clear and prominent statement of the compensation Ashbay provides to the solicitor; any material conflicts of interest that the solicitor might have; and any other material items in Ashbay’s arrangement with the solicitor. The solicitor must also provide the client with a copy of Ashbay’s written disclosure brochure, form CRS, privacy statement and brochure supplement. Ashbay will conduct due diligence to make sure the solicitor is not disqualified from this activity. Further, Ashbay recognizes that state laws may require certain registration(s) for solicitors and will ensure that the solicitor is appropriately registered. Other Economic Benefits 15 | A s h b a y C a p i t a l , L L C D i s c l o s u r e B r o c h u r e  In addition, Ashbay is required to disclose any relationship or arrangement where it receives an economic benefit from a third party (non-client) for providing advisory services. This type of relationship poses a conflict of interest and any such relationship is disclosed in response to Item 12, above. Item 15. Custody Ashbay’s Investment Management Agreement and/or the separate agreement with any Financial Institution may authorize Ashbay through such Financial Institution to debit the client’s account for the amount of Ashbay’s fee and to directly remit that management fee to Ashbay in accordance with applicable custody rules. The Financial Institutions recommended by Ashbay have agreed to send a statement to the client, at least quarterly, indicating all amounts disbursed from the account including the amount of management fees paid directly to Ashbay. In addition, as discussed in Item 13, Ashbay also sends periodic supplemental reports to clients. Clients should carefully review the statements sent directly by the Financial Institutions and compare them to those received from Ashbay. Item 16. Investment Discretion Ashbay is given the authority to exercise discretion on behalf of clients. Ashbay is considered to exercise investment discretion over a client’s account if it can effect transactions for the client without first having to seek the client’s consent. Ashbay is given this authority through a power- of-attorney included in the Investment Management Agreement between Ashbay and the client. Clients may request a limitation on this authority (such as certain securities not to be bought or sold). Ashbay takes discretion over the following activities: • The securities to be purchased or sold; • The amount of securities to be purchased or sold; • and when transactions are made. 16 | A s h b a y C a p i t a l , L L C D i s c l o s u r e B r o c h u r e  Item 17. Voting Client Securities Ashbay generally votes client securities (proxies) on behalf of its clients. When Ashbay accepts such responsibility, it will only cast proxy votes in a manner consistent with the best interest of its clients. Absent special circumstances, which are described in Ashbay’s Proxy Voting Policies and Procedures, all proxies will be voted consistent with guidelines established and described in Ashbay’s Proxy Voting Guidelines, as they may be amended from time-to-time. Clients may contact Ashbay to request information about how Ashbay voted proxies for that client’s securities or to get a copy of Ashbay’s Proxy Voting Guidelines. A brief summary of Ashbay’s Proxy Voting Policies and Procedures is as follows: • Ashbay will monitor corporate actions, making voting decisions in the best interest of clients and ensuring that proxies are submitted in a timely manner. • The Firm will generally vote proxies according to Ashbay’s then current Proxy Voting Guidelines. • Although the Proxy Voting Guidelines are followed as a general policy, many issues are considered on a case-by-case basis based on the relevant facts and circumstances. Since corporate governance issues are diverse and continually evolving, Ashbay devotes an appropriate amount of time and resources to monitor these changes. • Clients cannot direct Ashbay’s vote on a particular solicitation but can revoke Ashbay’s authority to vote proxies. In situations where there may be a conflict of interest in the voting of proxies due to business or personal relationships that Ashbay maintains with persons having an interest in the outcome of certain votes, Ashbay takes appropriate steps to ensure that its proxy voting decisions are made in the best interest of its clients and are not the product of such conflict. Item 18. Financial Information Ashbay is not required to disclose any financial information pursuant to this Item due to the following: • The Firm does not require or solicit the prepayment of more than $1,200 in fees six months or more in advance of services rendered; 17 | A s h b a y C a p i t a l , L L C D i s c l o s u r e B r o c h u r e  • The Firm does not have a financial condition that is reasonably likely to impair its ability to meet contractual commitments to clients; and • The Firm has not been the subject of a bankruptcy petition at any time during the past ten years. 18 | A s h b a y C a p i t a l , L L C D i s c l o s u r e B r o c h u r e