Item 5 Additional Compensation ................................................................................................................................ 27 Item 6 Supervision ....................................................................................................................................................... 27 Item 7 Requirements for State-Registered Advisers .............................................................................................. 27 A. DESCRIPTION OF ADVISOR FIRM. Bay Street Capital Holdings (“Bay Street” or “Advisor”) is a registered investment adviser founded in Palo Alto, California. Bay Street registered with the SEC and is notice-filed in California, Georgia, and Arizona. Bay Street is an independent investment consulting firm that provides services largely to institutional investors, defined contribution and defined benefit retirement plans, endowments and foundations. Bay Street’s sole line of business is investment consulting. Bay Street’s advisors have over 60 years of combined experience serving clients in an institutional investment consulting capacity and the firm has been providing investment consulting services since its founding. Bay Street offers a wealth of consulting experience to all major plan structures. Corporate, governmental and nonprofit plan sponsors have all sought the analytical skills and fiduciary support services offered by the firm. B. DESCRIPTION OF ADVISORY SERVICES OFFERED Investment Advisory Services to Institutions: Bay Street performs a broad array of investment advisory services. Our award-winning financial literacy programs differentiate our firm and assist organizations in attracting and retaining talent. Other potential services include, but are not limited to, review of an existing investment policy statement or assistance in creating an investment policy statement, plan performance reporting, asset allocation modeling, analysis of current investment options and portfolio structure, portfolio rebalancing and investment manager searches. We also offer discretionary portfolio management services. When utilizing this service, as with all clients, we work with them to create and/or review their investment policy statement, review their current asset allocation, investment manager allocation and manager performance. The ongoing manager selection and strategic rebalancing within the investment policy ranges are managed in-house by Bay Street. Not all clients choose to receive all potential services. Advice and Consulting not Involving Securities: Many of the services that Bay Street performs for clients are not investment advisory in nature. These services include, but are not limited to, consulting with investment committees, pension plan review and analysis, fiduciary education and training, plan fee and revenue analysis, vendor search projects, and reporting on investments and pension plan results. The specific services that Bay Street performs for a client are described in a written agreement with each client. Assets Under Advisement & Assets Under Management Bay Street has a total of $483 million in assets under advisement. Assets under advisement are defined as assets where Bay Street does not have a discretionary or nondiscretionary role, but provides support to plan participants in the form of financial literacy workshops and to plan sponsors in the form of plan design. As of November 3, 2023, Bay Street currently has discretion over $75.9 million in assets and no non-discretionary assets under management.. The majority of Bay Street’s relationships are institutional investors (herein referred to as “Institutions”) who believe in the economic empowerment of diverse and emerging managers. Bay Street offers a comprehensive review (referred to as “Plan”) in an effort to help the Institution save on costs, eliminate conflicts of interest and offer a quality portfolio to participants. Under an initial client engagement, Bay Street will evaluate the Plan and its operation including, at a minimum, its: Trustee, custodial and recordkeeping arrangement; design; fiduciary compliance program; costs and fees associated with investments and service providers; required and elective contributions; employee communication and education program, and; investment selection and monitoring process, including its investment policy statement. Upon completion of the initial review, Bay Street will provide the Institution with its evaluation and make recommendations to the Institution. It is solely at the discretion of the Institution whether to engage Bay Street to execute on the recommendations. If the Institution accepts the recommendations made by Bay Street, the Institution can separately engage the Advisor to implement, manage, and monitor the recommendations. As part of the process, Bay Street will provide an investment policy statement. Bay Street will recommend, monitor, and benchmark the selected investment platform according to the investment policy statement. Bay Street will manage the assets of the Plan on a discretionary basis, in accordance with the investment policy statement and client Agreement. In consideration for this service, Bay Street will receive an investment advisory fee, billed monthly in arrears, and based on the value of the plan/assets on the last day of the month. Bay Street will have discretion as to the model portfolios/asset allocations not the individual participants elections, or asset allocation of any participants should they elect to customize their own portfolio. The Advisor's role and actions in fulfilling all responsibilities pertaining to the Agreement with the Institution shall not include those of the Plan's Trustee, and will be performed solely at the direction of the Institution, its authorized officers, employees and/or agents. At no time will the Advisor accept, maintain possession of, or have custodial responsibility for, the Plan's assets. Bay Street will not advise, in any manner, any participant, person or entity related to the Plan other than the Institution, unless requested to by the Institution. Communicational and educational activities in which Bay Street engages related to participants in the Plan shall be solely at the direction of the Institution, and shall not be represented by Bay Street or the Institution as investment, tax or legal advice. Bay Street is not licensed to provide, shall not provide, nor be construed to provide, the services of an attorney or accountant. Communicational and educational activities performed by Bay Street at the request of the Institution will not be charged separately. These activities will be inclusive within the asset management fee paid by the Institution to Bay Street. The client acknowledges and agrees that fees payable to Bay Street may if the client desires to do so, be automatically deducted from the client’s account. In cases when the advisory agreement does not span the full billing period, fees are prorated from the date of inception or through the date of termination. The Advisor or client may terminate the investment advisory agreement at any time via phone, email, or written notice to the advisor at their main office. Fixed Fees: In some cases, Bay Street will perform services for clients where the cost is set and agreed to with the client in advance of performing the service. The exact cost of the service would depend upon the complexity and scope of the service to be performed. Bay Street enters into a written agreement that explains the services to be performed and an estimate of the cost to complete the service. Fees are normally paid upon delivery of the specific work

product. If either party terminates the fixed fee engagement, the client is responsible to compensate Bay Street for work done on a prorata basis, based upon the number of days the services was provided in the quarterly billing period. Other Fees: The above-referenced fees charged by Bay Street do not include brokerage commissions and other costs related to the execution of transactions on behalf of clients. Such costs will be paid by advisory clients in addition to the fees discussed above. Clients are also responsible for asset management fees and plan or account administration fees paid to custodians and broker-dealers. These fees are disclosed in the disclosure document or agreements in the custodian’s account opening documents. Clients are also responsible for margin interest, wire transfer fees, safe keeping fees and other special services provided by the broker-dealer, transfer agent, or custodian and disclosed by the custodian at the time the client opens their account(s) or when service is requested. For some clients, we recommend investment vehicles such as Limited Partnerships or Limited Liability Companies (e.g. real estate, hedge funds). These investments have fees such as annual management fees that the client is also responsible for. Each investment manager states their various fees within the subscription documents and/or offering memorandum. At times, Bay Street may buy or sell for securities (other than shares of mutual funds) that we also recommend to advisory clients. Bay Street may also recommend securities (or other investment products) to advisory clients in which you or any related person has some other proprietary (ownership) interest. Investment Company Fees: Investment company funds that are held by clients will bear their own internal transaction and execution costs, as well as directly compensate their investment managers along with internal administrative services. Some funds pay 12b-1 fees, Distribution Fees, and or Shareholder Service Fees to broker-dealers that offer such funds to their clients. These charges affect the Net Asset Value of these fund shares and are thus indirectly borne by fund shareholders such as a Bay Street client. Some fund companies have imposed a redemption fee. A redemption fee is another type of fee that some funds charge their shareholders when shares are sold or redeemed within a short period of time from the purchase of the fund shares. Although a redemption fee is deducted from redemption proceeds just like a deferred sales load, it is not considered to be a sales load. Unlike a sales load, which is generally used to compensate brokers, a redemption fee is typically used to defray fund costs associated with a shareholder’s redemption and is paid directly to the fund, not to a broker. The SEC generally limits redemption fees to 2%. In most cases, the funds will use the "first-in, first-out" (FIFO) method to determine the holding period. Under this method, the date of the redemption will be compared with the earliest purchase date of shares held in the account A complete explanation of these charges is contained in the prospectus and “Statement of Additional Information” for each investment company fund. You can get a prospectus from the investment company (through its website or by telephone or mail). Your investment advisor can also provide you with a copy. Investment Advisory Services to Clients: Our original investment thesis when establishing Bay Street was to look at each investment “through the lens of history.” We actively invest in certain companies that, through the lens of history, have a high likelihood to perform well for decades to come. We then actively adjust our exposure as world events affect the broader market. Bay Street may recommend clients invest in the Lens of History Fund, for which Bay Street holds proprietary interest. We organize, formalize, implement, and monitor custom management of portfolios, on a discretionary basis, according to the client’s objectives. The Advisor’s primary approach is to use a tactical allocation strategy aimed at reducing risk and increasing performance. The Advisor uses any of the following: exchange listed securities, over- the-counter securities, exchange traded funds (ETF), foreign securities, municipal securities, mutual funds, United States government securities, and options in securities to accomplish this objective. The Advisor measures and selects mutual funds by using various criteria, such as the fund manager’s tenure, and/or overall career performance. The Advisor recommends, on occasion, redistributing investment allocations to diversify the portfolio in an effort to reduce risk and increase performance. The Advisor recommends specific stocks to increase sector weighting and/or dividend potential. The Advisor recommends employing cash positions as a possible hedge against market movement which may adversely affect the portfolio. When appropriate, the Advisor recommends 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 client, or any risk deemed unacceptable for the client’s risk tolerance. Example of fixed fee arrangement: Bay Street provides investment advice to JT Consulting. They agree to a monthly billed fee of $3500.00 to be billed at the end of each month. They plan to review the agreement in 12 months. Financial Consulting Services: In addition to the investment advisory services described above, Bay Street provides financial consulting services to some of its clients. The Advisor’s financial consulting services will include a consultation with the client to discuss the client’s financial goals and objectives whereby Bay Street will then provide recommendations to the client to meet their goals. Those recommendations may be in written form or provided to the client orally. The Advisor will discuss these recommendations, which include, but not be limited to, topics such as retirement needs, investments, taxes, insurance, estate planning, business planning and other relevant topics with the client. The Advisor’s recommendations for portfolio customization are based on the client’s investment objectives, goals, financial situation, and risk tolerance. In addition to tailored investment advice financial consulting services also includes recommendations relating to investment, budgeting, and asset management strategies. It is solely at the discretion of the client whether to engage Bay Street to execute on these recommendations. For financial consulting services, Bay Street charges an hourly fee as outlined in Item 5A&B. Pursuant to California Rule 260.235.2, when a conflict exists between the interests of the investment adviser or associated persons and the interest of the client; the client is under no obligation to act upon the investment adviser’s or associated person’s recommendation; if the client elects to act on any of the recommendations, the client is under no obligation to effect the transaction through the investment adviser, the associated person when the person is an agent with a licensed broker- dealer or through any associate or affiliate of such person. C. CLIENTS TAILORED SERVICES AND CLIENT IMPOSED RESTRICTIONS Bay Street will tailor its advisory services to its client’s individual needs based on meetings and conversations with the client. If clients wish to impose certain restrictions on investing in certain securities or types of securities, the Advisor will address those restrictions with the client to have a clear understanding of the client’s requirements. D. WRAP FEE PROGRAMS Bay Street does not provide a wrap fee program.