Biddle Capital Management Inc

Fees and Compensation - Item 5

  Please refer to the “Advisory Business” section in this Brochure for information on our advisory fees, fee
  deduction arrangements, and refund policy according to each service we offer.

  Additional Fees and Expenses
  As part of our investment advisory services to you, we may invest, or recommend that you invest, in mutual
  funds and exchange traded funds. The fees that you pay to our firm for investment advisory services are
  separate and distinct from the fees and expenses charged by mutual funds or exchange traded funds (described
  in each fund’s prospectus) to their shareholders. These fees will generally include an advisory fee and other
  fund expenses. You may also incur transaction charges and/or brokerage fees when purchasing or selling
  securities. These charges and fees are typically imposed by the broker-dealer or custodian through which your
  account transactions are executed. We do not share in any portion of the brokerage fees/transaction charges
  imposed by the broker-dealer or custodian. Where suitable, we will recommend no-load mutual funds. To fully
  understand the total cost you will incur, you should review all the fees charged by mutual funds, exchange
  traded funds, our firm, and others. For information on our brokerage practices, please refer to the “Brokerage
  Practices” section of this Disclosure Brochure.

  Compensation for the Sale of Securities or Other Investment Products
  Persons providing investment advice on behalf of our firm are licensed as independent insurance agents. These
  persons are eligible to earn commission-based compensation for selling insurance products they sell to clients.
  Insurance commissions earned by these persons are separate and in addition to our individual advisory services
  and fees. This practice presents a conflict of interest because persons providing investment advice on behalf of
  our firm who are insurance agents have an incentive to recommend insurance products to you to generate
  commissions rather than solely based on your needs. We address this conflict of interest by recommending
  insurance products only where suitable for the client and in accordance with any financial planning advice
  provided to the client. Clients are under no obligation contractually or otherwise, to purchase insurance
  products through any person affiliated with our firm.

  Insurance commissions are not paid to our licensed agents for any services rendered to employer sponsored
  retirement plans.

  Any material conflicts of interest between you and our firm or our employees are disclosed in this Disclosure
  Brochure. If at any time, additional material conflicts of interest develop, we will provide you with written
  notification of the material conflicts of interest or an updated Disclosure Brochure.

  IRA Rollover Considerations
  As part of our investment advisory services to you, we may recommend that you withdraw the assets from your
  employer's retirement plan and roll the assets over to an individual retirement account ("IRA") that we will
  manage on your behalf. If you elect to roll the assets to an IRA that is subject to our management, we will
  charge you an asset-based fee as set forth in the agreement you executed with our firm. This practice presents a
  conflict of interest. BCM will provide an analysis of any rollover recommendation to the client.

Biddle Capital Management, Inc.
Form ADV Part 2A

                          Performance-Based Fees and Side-By-Side Management - Item 6

  We do not accept performance-based fees or participate in side-by-side management. Side-by-side management
  refers to the practice of managing accounts that are charged performance-based fees while at the same time
  managing accounts that are not charged performance-based fees. Performance-based fees are fees that are
  based on a share of capital gains or capital appreciation of a client’s account. Our fees are calculated as described
  in the Advisory Business section above and are not charged on the basis of a share of capital gains upon, or capital
  appreciation of, the funds in your advisory account.

Types of Clients - Item 7

  We offer investment advisory services to individuals, pension and profit sharing plans, trusts, estates, charitable
  organizations, corporations, and other business entities.

  In general, we require a minimum of $500,000 for investment advisory services. At our discretion, we may waive
  this minimum account size. We may also combine account values for you and your minor children, joint accounts
  with your spouse, and other types of related accounts to meet the stated minimum.

  Sub-advisor(s) may have minimum account sizes or minimum fee requirements. Disclosure of minimums will be
  made in the sub-advisor(s) disclosure brochure and/or account materials.

  See Item 4 above in this brochure for information regarding the applicability and negotiability of any minimum
  fees for specific services/account types. At our discretion, we may waive or lower fees based on individual client
  circumstances.

                        Methods of Analysis, Investment Strategies and Risk of Loss - Item 8

  We use various third-party research and analyses resources, which may include one or more of the following
  methods of analysis or investment strategies:

       • Fundamental Analysis – Fundamental analysis involves analyzing individual companies and their industry
         groups, such as a company’s financial statements, details regarding the company’s product line, the
         experience, and expertise of the company’s management, and the outlook for the company’s industry.
         The resulting data is used to measure the true value of the company’s stock compared to the current
         market value. The risk of fundamental analysis is that information obtained may be incorrect and the
         analysis may not provide an accurate estimate of earnings, which may be the basis for a stock’s value. If
         securities prices adjust rapidly to new information, utilizing fundamental analysis may not result in
         favorable performance.

Biddle Capital Management, Inc.
Form ADV Part 2A

       • Long-Term Purchases – securities purchased with the expectation that the value of those securities will
         grow over a relatively long period of time, generally greater than one year. The material risks of this
         strategy are described below.

  Our investment strategies and advice may vary depending on each client’s specific financial situation. As such, we
  determine investments and allocations based on your predefined objectives, risk tolerance, time horizon, financial
  horizon, financial information, liquidity needs, and other various suitability factors. Your restrictions and
  guidelines may affect the composition of your portfolio.

  We primarily utilize modern portfolio theory when providing investment advice to clients.

  Modern Portfolio Theory (MPT), is a theory of investing that attempts to maximize portfolio, expected returns for
  a given amount of portfolio risk, or equivalently minimize risk for a given level of expected return, by carefully
  choosing the proportions of various assets. MPT is a mathematical formulation of the concept of diversification
  in investing, with the aim of selecting a collection of investment assets that has a collectively lower risk than any
  individual asset. The risk, return, and correlation measures used by MPT are mathematical statements about the
  future. In practice, investors must substitute predictions based on historical measurements of asset return and
  volatility for these values in the equations. Very often, such expected values fail to take account of new
  circumstances, which did not exist when the historical data were generated.

  Our strategies and investments may have unique and significant tax implications. However, unless we specifically
  agree otherwise, and in writing, tax efficiency is secondary in our primary consideration in the management of
  your assets. Regardless of your account size or any other factors, we strongly recommend that you continuously
  consult with a tax professional prior to and throughout the investing of your assets.

  Moreover, as a result of revised IRS regulations, custodians and broker-dealers began reporting the cost basis of
  equities acquired in client accounts on or after January 1, 2011. Your custodian will use the FIFO accounting
  method as the default method for calculating the cost basis of your investments. You are responsible for
  contacting your tax advisor to determine if this accounting method is the right choice for you. If your tax advisor
  believes another accounting method is more advantageous, please provide written notice to our firm immediately
  and we will alert your account custodian of your individually selected accounting method. Please note that
  decisions about cost-basis accounting methods will need to be made before trades settle, as the cost-basis
  method cannot be changed after settlement.

  Risk of Loss
  Investing in securities involves the risk of loss that you should be prepared to bear. We do not represent or
  guarantee that our services or methods of analysis can or will predict future results, successfully identify market
  tops or bottoms, or insulate clients from losses due to market corrections or declines. We cannot offer any
  guarantees or promises that your financial goals and objectives will be met. Past performance is in no way an
  indication of future performance.

  Pandemic Risk: Large-scale outbreaks of infectious disease can greatly increase morbidity and mortality over a
  wide geographic area, crossing international boundaries, and causing significant economic, social, and political
  disruption. It is difficult to predict the long-term impact of such events because they are dependent on a variety
  of factors including the global response of regulators and governments to address and mitigate the worldwide

Biddle Capital Management, Inc.
Form ADV Part 2A
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