Rather & Kittrell Inc

Item 5 Fees and Compensation
Wealth Management Services

The annual management fee for wealth management services is based on the market value of the
portfolio as of the last business day of the billing period and is payable quarterly in arrears of services
being rendered. If a market value is not available, RKI will use the value based on the original cost of
the asset. Fees are typically debited directly from a client's custodial account, as agreed upon in
writing. In some cases, RKI may allow a client to pay fees directly, upon presentation of an invoice.

The annual fee for wealth management services is based on the following fee schedule:
Annual Fee Asset Level
1.25%         For the first $500,000
1.00%         For amounts greater than $500,000 and up to $1,000,000
.75%          For amounts greater than $1,000,000 and up to $5,000,000
.50%          For amounts greater than $5,000,000 and up to $10,000,000
.25%          For amounts greater than $10,000,000 and up to $25,000,000

                                                                                                              ii

Negotiable    Over $25,000,000

In certain circumstances, RKI may charge a lower fee at its sole discretion or RKI may adjust the
wealth management fee in relation to transaction costs incurred by a client. RKI may also adjust a
client's fee related to cash holdings in a portfolio. In most cases, RKI will evaluate the cash holdings in
client portfolios at least quarterly, and a portfolio with cash holdings greater than 20% of the client's
portfolio will be reviewed. If cash strategies are utilized as part of the overall management of a client's
portfolio, those assets will be subject to RKI's normal and customary management fees. If a 20% or
larger cash position is held at the direction of a client, such position will typically be excluded from
billing and the position will be evaluated prior to each quarterly billing cycle. The wealth management
fee is exclusive of all transaction costs, which client will incur separately. Clients are responsible for
paying all execution and/or transaction costs associated with trade execution and/or account custody.
If mutual funds are purchased, clients should refer to the product prospectus for a complete discussion
of the fees associated with the product. Wealth management fees are negotiable at the sole discretion
of RKI and fees may be higher or lower than fees charged by other investment advisors.

Fees charged upon the establishment or termination of an account will be prorated for the portion of
the billing period for which RKI is retained by the client. Portfolio Management Agreements may be
canceled by either party at any time by written notice. If the agreement is canceled within the first five
(5) business days after the signing of the agreement, then the client is entitled to a full refund of any
fees paid.

Fees paid by clients who are referred to a SAM are established and payable in accordance with the
Form ADV Part 2 or other equivalent disclosure document of each independent SAM to whom RKI
refers its clients and may or may not be negotiable, as disclosed in the disclosure documents of the
SAM. RKI does not receive a portion of the fee charged by the SAM and will charge its normal and
customary asset management fee (as disclosed above) separate and apart from the fee charged by
the SAM. Thus, a client may pay more for advisory services provided by a SAM. Clients who are
referred to SAMs will receive disclosure documents that include disclosures of services rendered by,
and fee schedules of SAMs, at the time of the referral by delivery of a copy of the relevant SAM's Form
ADV Part 2 or equivalent disclosure document.

Financial Planning and Consulting Services

Financial planning and consulting services fees are charged in one or both the following two ways:
    1. As a fixed fee, typically ranging from $500 to $15,000, depending on the nature and complexity
       of the client's circumstances and upon mutual agreement with the client. RKI may collect one-
       half of this fee upon execution of the financial planning or consulting services agreement, with
       the balance due upon presentation of the written financial plan or completion of the consulting
       services; or,
    2. On an hourly basis, with hourly fees ranging from $100 to $300, depending on the nature and
       complexity of the client's circumstances and upon mutual agreement with the client. An
       estimate of the total hours expected to be expended will be provided to the client at the start of
       the engagement. RKI may collect one-half of the total estimated fee upon execution of the
       financial planning or consulting services agreement, with the remaining fee due upon
       presentation of the final invoice detailing actual hours expended.

RKI also offers advice on single subject financial planning/general consulting services at the same
hourly rate. RKI will not require prepayment of a fee more than six months in advance and in excess of
$1,200. At RKI's discretion, the firm may offset the financial planning fees to the extent a client
implements the financial plan through our Portfolio Management Service.

Retirement Services

Fees for the Retirement Services are flexible, and Sponsor may be charged a fee based on a
percentage of plan assets, an hourly rate or a flat dollar amount. Sponsor may specify whether to pay
the fee directly or may authorize the plan's recordkeeper or custodian to pay RKI from plan assets. The
fee to which a client is subject for Retirement Services, and the method and frequency with which the
fee will be charged, will be specified in the RKI Agreement signed by the client.

If the Agreement is terminated prior to the end of a quarter, RKI will be entitled to a quarterly fee,
prorated for the number of days in the quarter prior to the effective date of termination.
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Item 7 Types of Clients
RKI provides investment advisory services to individuals, high-net worth individuals, pension and profit
sharing plans, corporations or other businesses, trust, estates and charitable organizations. RKI
typically provides its portfolio management services to clients who have at least $500,000 of assets
under management. This minimum may be waived at RKI's sole discretion.