Rainey & Randall Wealth Advisors Inc

FEES & COMPENSATION

     Portfolio Management

     Portfolio management is provided on a asset-based fee arrangement. Management fees are
     calculated based on the aggregate market value of your account on the last business day of the
     previous calendar quarter multiplied by one-fourth of the corresponding annual percentage
     rate for each portion of your portfolio assets that fall within each tier (See “Billing” below
     under “Protocols for Portfolio Management” for more information.).

     We retain discretion to negotiate the management fee within each tier on a client-by-client
     basis depending on the size and complexity of the portfolio managed. In addition, fee breaks
     occur as assets in your portfolio increase past the following tiers:

                                                                                                                           Annual Fee
                            Account Value                                                                                     Rate
                                                                                                                              Not to Exceed

                            Asset Mix/Option Trading Portfolios
                               First $500,000 .................................................                                1.25%
                               Next $500,000 .................................................                                 1.15%
                               Next $1,000,000 ..............................................                                  0.95%
                               Next $3,000,000 ..............................................                                  0.75%
                               Next $2,500,000 ..............................................                                  0.50%
                               Next $2,500,000 ..............................................                                  0.35%
                               Next $15,000,000 .............................................                                  0.25%
                               Over $25,000,000 .............................................                                  0.20%

     We generally require a minimum initial investment of $500,000 to open a managed account;
     however, we retain the right to waive or reduce this minimum if we choose to do so.

         Protocols for Portfolio Management Services

         The following protocols establish how we handle our portfolio management accounts and
         what you should expect when it comes to: (i) managing your account; (ii) your bill for
         investment services; and (iii) other fees charged to your account(s).

     6   The Company is not providing fiduciary advice (as defined under ERISA) to the participants. The Company will not provide investment advice concerning the
         prudence of any investment option or combination of investment options for a particular participant or beneficiary under the retirement plan.

Form ADV: Part 2A                                                                                                                Rainey & Randall Wealth Advisors, Inc.
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                                                                                                                                                  DISCLOSURE BROCHURE

             Discretion
             We will establish discretionary trading authority on all management accounts to execute
             securities transactions at any time without your prior consent or advice. At any time
             however, you may impose restrictions, in writing, on our discretionary authority (i.e., limit
             the types/amounts of particular securities purchased for your account, exclude the ability
             to purchase securities with an inverse relationship to the market, limit our use of leverage,
             etc.)

             Billing
             Your account will be billed quarterly in advance based on the fair market value for the
             portion of your portfolio that falls within each tier of our fee schedule. As your portfolio
             value increases into the next tier level, either through additional deposits or asset growth,
             the amount of assets above the fee-break will be billed the corresponding annual fee rate.
             This results in a blended fee and effectively lowers the annual fee costs to manage your
             portfolio.

             For example:

                               Sample Portfolio Value: $1,300,000
                               Tier Fee-Breaks                                         Annual Fee %          Tier Fee Contribution
                               (The $1.3 Million Broken Down Into Each Tear Level)            (Per Tier)   (Based on the Account Value Within Each Tier)

                               $500,000                                                       1.25%                       0.481%
                               $500,000                                                       1.15%                       0.442%
                               $300,000                                                       0.95%                       0.219%
                               Blended Annual Fee %                                                                      1.142%

             For new managed accounts opened in mid-quarter, our fee will be based upon a pro-rata
             calculation of the fair market value of your assets to be managed for the period. Advisory
             fees will be deducted first from any money market funds or cash balances. If such assets
             are insufficient to satisfy payment of such fees, a portion of the account assets will be
...

TYPES OF CLIENTS

     The types of clients we offer advisory services to are described above under “Our Mission” in
     the Item 4, the “Advisory Business” section. Our minimum account size for portfolio
     management is disclosed above under “Portfolio Management” in Item 5 above in the, “Fees &
     Compensation” section of this Brochure.