Dudley Capital Management LLC

Item 5 Fees and Compensation
Portfolio Management Services
Our annual fee for portfolio management services is based on a percentage of the assets in your
account that ranges from 0.25% to 1.00% of assets under management based on asset class, as set
forth in the blended tiered fee schedule below*.

                                        Equities
         (including alternative investments and other non-fixed income assets)
Assets Under Management                       Maximum Annualized Fee
$0 - $2,000,000                               1.00% (100 basis points)
$2,000,001 - $5,000,000                       0.75% (75 basis points)
$5,000,001 - $10,000,000                      0.50% (50 basis points)
Greater than $10,000,000                      Negotiable

                                       Fixed Income
Assets Under Management                       Maximum Annualized Fee
$0 - $2,000,000                               0.50% (50 basis points)
$2,000,001 - $5,000,000                       0.375% (37.5 basis points)
$5,000,001 - $10,000,000                      0.25% (25 basis points)
Greater than $10,000,000                      Negotiable

*For example, the applicable management fee for a client portfolio with $3,500,000 invested in Equities
would be as follows: the first $2,000,000 would be billed at an annual rate of 1.00%; and, the
remaining $1,500,000 would be billed at an annual rate of 0.75%.

The annual fee is billed quarterly in arrears based on the average daily balance of your account. If the
portfolio management agreement is executed at any time other than the first day of a calendar quarter,
our fees will apply on a pro rata basis, which means that the advisory fee is payable in proportion to
the number of days in the quarter for which you are a client. Our advisory fee is negotiable, depending
on individual client circumstances.

At our discretion, we may combine the account values of family members living in the same household
to determine the applicable advisory fee. For example, we may combine account values for you and
your minor children, joint accounts with your spouse, and other types of related accounts. Combining
account values may increase the asset total, which may result in your paying a reduced advisory fee
based on the available breakpoints in our fee schedule stated above.

We will deduct our fee directly from your account through the qualified custodian holding your funds
and securities. We will deduct our advisory fee only when you have given our firm written authorization
permitting the fees to be paid directly from your account. Further, the qualified custodian will deliver an
account statement to you at least quarterly. These account statements will show all disbursements
from your account, and you should review all statements for accuracy. If you have any questions about
the statement(s) you receive from the qualified custodian, please call our main office number located
on the cover page of this Disclosure Brochure.

You may terminate the portfolio management agreement upon 5 days written notice. You will incur a
pro rata charge for services rendered prior to the termination of the portfolio management agreement,
which means you will incur advisory fees only in proportion to the number of days in the quarter for
which you are a client.

Financial Planning and Consulting Services
We provide financial planning and consulting services on an hourly basis, and in some cases we may
negotiate a fixed fee. Our hourly fee ranges up to $250 and our fixed fees may range up to $5,000, and
in certain instances may exceed this limit where the services requested require more time and are
complex in nature. These fees are generally due upon completion of services rendered, but we reserve
the right to negotiate other fee paying arrangements, such as 50% in advance with the remaining
portion due upon completion of services rendered. In our sole discretion, we may negotiate our fee
and fee-paying arrangements depending on the client's individual circumstances. Under no
circumstances will we require prepayment of a fee in excess of $1,200 for services not performed
within six months of the advanced payment. All terms of our engagement will be evidenced in the
written agreement that you sign with our firm.

Our fee is payable as invoiced, or you may authorize us to deduct our fee from a managed account at
a qualified custodian for which we provide portfolio management services. You may terminate the
agreement by providing our firm with written notice. You will incur a pro rata charge for services
rendered prior to the termination of the agreement. If advanced fee paying arrangements are
negotiated and we have received pre-paid advisory fees that we have not yet earned, you will receive
a prorated refund of those fees.

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 a management fee and other fund expenses. You generally will 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 whom 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. 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 Item 12 (Brokerage Practices section) of this Disclosure Brochure.

Item 7 Types of Clients
We typically provide our 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 $100,000 to establish a managed account. However, in our sole
discretion we may accept accounts that do not meet our minimum account requirements.