Ashbay Capital LLC

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.

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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 7. Types of Clients
Ashbay provides its services to individuals, pension and profit-sharing plans, trusts, estates,
charitable organizations, corporations and other business entities.

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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.