Rudney Associates Inc

Item 5           Fees and Compensation

   A. INVESTMENT ADVISORY SERVICES

         If the Registrant is engaged to provide discretionary investment advisory services on a fee
         basis, the Registrant’s annual investment advisory fee shall be based upon a percentage
         (%) of the market value of the assets placed under the Registrant’s management.

         The Registrant’s investment advisory fee are negotiable and shall generally range between
         0.50% and 2.20%. However, fees shall vary depending upon various objective and
         subjective factors, including but not limited to: the representative assigned to the account,
         the amount of assets to be invested, the complexity of the engagement, the anticipated
         number of meetings and servicing needs, related accounts, future earning capacity,
         anticipated future additional assets, and negotiations with the client. More complex
         engagements or engagements with smaller accounts may pay higher advisory fees.
         Registrant, at its own determination, may waive or reduce a periodic client fee, without
         changing the overall agreement with the client. Any revised fee will never exceed the
         agreed upon advisory fee level.

         The Registrant adjusts its advisory fee billing to account for intra-period client deposits
         or withdrawals to managed accounts.

         As a result, similar clients could pay different fees, which will correspondingly impact a
         client’s net account performance. Moreover, the services to be provided by the Registrant
         to any particular client could be available from other advisers at lower or higher fees. All
         clients and prospective clients should consider the available alternatives. No client or
         prospective client is obligated to enter into an advisory relationship with Registrant.

    Clients who maintain several managed accounts may elect to have the entire advisory fee
    deducted from a single account. In those instances, it may be that the fee exceeds the agreed
    percentage for that account, but in no event would it exceed the agreed percentage as
    applied to all accounts that are being managed by the Registrant.

    RETIREMENT PLAN CONSULTING SERVICES
    If a client determines to engage Registrant to provide retirement plan consulting services,
    the terms and conditions (including the fee structure) pertaining to such engagement shall
    be set forth in a written agreement between the Registrant and the Plan. The Registrant
    charges a negotiable annual fee for retirement plan consulting services which ranges from
    0.15% to 1.00% of plan assets depending on the scope of services requested, the complexity
    of the engagement, and the size of the plan.

B. Clients may elect to have the Registrant’s advisory fees deducted from their custodial
    account. Both Registrant’s Investment Advisory Agreement and/or the custodial/clearing
    agreement may authorize the custodian to debit the account for the amount of the
    Registrant’s investment advisory fee and to directly remit that management fee to the
    Registrant in compliance with regulatory procedures. In the limited event that the
    Registrant bills the client directly, payment is due upon receipt of the Registrant’s invoice.
    The Registrant shall deduct fees and/or bill clients quarterly in advance, based upon the
    market value of the assets on the last business day of the previous quarter. Client and
    Registrant may also agree that payment can be furnished separately through check or wire
    transfer from funds/accounts not under management. As noted above, clients with multiple
    accounts may arrange to designate a specific account from which the entire fee is to be
    withdrawn.

C. As discussed below, unless the client directs otherwise or an individual client’s
    circumstances require, the Registrant shall generally recommend that Schwab serve as the
    broker-dealer/custodian for client investment management assets. Broker-dealers such as
    Schwab charge brokerage commissions and/or transaction fees for effecting certain
    securities transactions (i.e., transaction fees are charged for certain mutual fund and other
    transactions). In addition to Registrant’s investment management fee, brokerage
    commissions and/or transaction fees, clients will also incur, relative to all mutual fund and
    exchange traded fund purchases, charges imposed at the fund level (e.g., management fees
    and other fund expenses). While certain custodians, including Schwab, generally (with
    exceptions) do not currently charge fees on individual equity transactions (including
    ETFs), others do.

    There can be no assurance that Schwab will not change their transaction fee pricing in the
    future. Schwab may also assess fees to clients who elect to receive trade confirmations and
    account statements by regular mail rather than electronically

D. Registrant’s annual investment advisory fee shall be prorated and paid quarterly, in advance,
    based upon the market value of the assets on the last business day of the previous quarter.
    Prorated fee adjustments for account deposits and withdrawals during the course of a billing
    period are made at the following fee billing period interval. The Investment Advisory
    Agreement between the Registrant and the client will continue in effect until terminated by
    either party by written notice in accordance with the terms of the Investment Advisory
    Agreement. Upon termination, the Registrant shall refund the pro-rated portion of the
    advanced advisory fee paid based upon the number of days remaining in the billing quarter.

   E. Neither the Registrant, nor its representatives accept transaction-based compensation from
         purchases or sales of securities or other investment products.

Item 7           Types of Clients

         The Registrant’s clients generally include individuals; high net worth individuals; pension
         and profit-sharing plans; trusts and estates; and business entities, and charitable
         organizations. The Registrant does not generally require a minimum annual fee or
         minimum asset level for investment advisory services. ANY QUESTIONS: Registrant’s
         Chief Compliance Officer, Ashley Kirk, remains available to address any questions that a
         client may have regarding its advisory fee schedule.