RFG Holdings Inc

Item 5 Fees and Compensation
Wealth Management Services
Our fee for wealth management services, which consist of ongoing investment management and
financial planning & retirement consulting services, is based on a percentage of the assets in your
account(s) and is set forth in the following annual tiered (non-blended) fee schedule**:

  Assets Under Management                 Annual Maximum Fee
  $0 - $500,000                           1.75%
  $500,000 - $1,000,000                   1.50%
  $1,000,000 - $3,000,000                 1.35%
  $3,000,000 - $5,000,000                 1.10%
  Over $5,000,000                         0.90%

*Our annual minimum fee is $7,500. This annual fee requirement is based on a minimum monthly
payment of $625, resulting in a total of $7,500 in advisory fees over a 12-month period.

**For clients desiring only investment management services with no ongoing financial planning and/or
retirement consulting services, we charge an annual fee of 1.50% of assets under management.

Our annual portfolio management fee is billed and payable, monthly in arrears, based on the average
daily balance of the portfolio value. In limited circumstances, we may negotiate other fee-paying
arrangements. In all circumstances the advisory fee and payment terms will be clearly stated in the
advisory agreement executed with our firm. 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.

Unless we invoice you directly, 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. We encourage you to reconcile the
statement(s) you receive from the qualified custodian. If you find any inconsistent information in the
statement(s) you receive from the qualified custodian, please call our main office number located on
the cover page of this Brochure.

You may terminate the wealth management agreement upon written notice. You will incur fees for
services rendered prior to the termination of the wealth management agreement.

Financial Planning Services
For stand-alone financial planning services, we charge a fixed fee for financial planning services that
may range up to $5,000 depending on the scope of services requested by the client. This fee is due
50% in advance with the remaining 50% due upon delivery of the financial plan. Our financial planning
fee is negotiable depending on the scope and complexity of the plan, your situation, and your financial
objectives. You may terminate the financial planning agreement by providing written notice to our firm.
You will incur a pro rata charge for services rendered prior to the termination of the agreement. Once
the financial plan has been delivered pursuant to the terms of our agreement, any additional reviews
and/or updates to the financial plan will require the client to engage of our firm for additional services
by entering into a new, separate agreement. All financial planning services will be rendered within 6
months from the date of engagement.

Portfolio Consulting
Our annual fee for portfolio consulting services is based on a percentage of your portfolio value, which
may range up to 1.00% of your portfolio assets. The portfolio consulting fee is based on the value of
your portfolio at the time you retain our services, which is negotiable depending on individual client
circumstances. In certain circumstances, we may negotiate a fixed annual fee ranging up to $5,000.
The annual fee - whether a percentage of your portfolio assets or a fixed fee - is billed in quarterly
installments, and we will send you an invoice for the payment of our fee each quarter after we review
your investments. Payment is due on a quarterly basis within 15 days from each quarter's invoice date.
In lieu of invoicing you for our portfolio consulting fee and where you have also engaged our firm for
portfolio management services, you may authorize the portfolio consulting fee to be deducted directly
from your designated account through the qualified custodian holding your funds and securities. We
may also negotiate other fee payment arrangements upon client request. In all cases, applicable fees,
fee payment arrangements, and the terms of the engagement will be clearly set forth in the advisory
agreement executed between our firm and you prior to services being rendered. You may terminate
the portfolio consulting agreement upon written notice to our firm.

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 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 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
...

Item 7 Types of Clients
We offer investment advisory services to individuals (other than high net worth individuals) and high
net worth individuals.

Generally, we impose a minimum annual fee of $7,500 for wealth management services, which consist
of ongoing investment management, financial planning, and retirement consulting services.