Rather & Kittrell, Inc. ("RKI" or "the firm") is a registered investment adviser that was founded in 2000. RKI is wholly owned by RK Holdings, Inc., the principal owners of which are Lytle A. Rather, IV, President, and Christian G. Kittrell, Secretary. Jeff Hall, Greg McMurry and Tim Eichhorn are minority owners of RK Holdings, Inc.. The firm's only office is located in Knoxville, Tennessee.
RKI offers both financial planning and portfolio management services to its clients for a fee. RKI also offers retirement plan services and the option of more limited consulting services to clients who desire advice in an isolated area of concern. Specific details about these advisory services are described below: Wealth Management Services RKI provides individualized investment advice to clients based upon the client's specific needs. Through personal consultations, RKI gathers specific financial data to develop a client's personalized profile, which includes a client's investment objectives, current financial position, risk profile, investment time horizon, tax situation and liquidity needs. RKI reviews the client's personalized profile and based upon this review, develops a specific risk profile which guides the investment recommendations made to the client. Based on the client's risk profile, RKI determines an appropriate asset allocation for the client and recommends specific investments to implement the recommended asset allocation. RKI incorporates a client's existing holdings where appropriate. RKI provides these wealth management services on either a non-discretionary or discretionary basis, based on a client's needs and desires. In either case, clients may place reasonable restrictions on the types of investments recommended by RKI and for non-discretionary wealth management services, clients may decline to implement any investment recommendation made by RKI.
For discretionary accounts, RKI manages client assets in accordance with specific allocation models, although variation in each client's holdings may exist. RKI has comprised model allocations designed to achieve eleven different risk profiles ranging from preservation of capital to aggressive growth. Clients are individually profiled for their appropriate investment objective and risk tolerance, and individual advice is accorded to each client. An allocation model is then recommended and client assets are invested according to the model. Clients should recognize, however, that the models are intended to complement an overall portfolio strategy that is appropriate for each client's situation. Clients have the ability to impose reasonable restrictions on the types of investments made for their accounts, although accounts may not be eligible for management according to a model if these restrictions are considered to be material by RKI. Clients retain the right of ownership over all securities and funds in their accounts.
RKI may also offer non-discretionary portfolio management services. If a client enters into non- discretionary arrangements with our firm, we must obtain approval prior to executing any transactions on behalf of an account. A client has an unrestricted right to decline to implement any advice provided by our firm on a non-discretionary basis.
As part of RKI's portfolio management services, in addition to other types of investments (see disclosures below in this section), RKI typically invests assets according to one or more model portfolios developed by our firm. These models are designed for investors with varying degrees of risk tolerance ranging from a more aggressive investment strategy to a more conservative investment approach. Clients whose assets are invested in model portfolios may not be able to set restrictions on the specific holdings or allocations within the model, nor the types of securities that can ii 4 be purchased in the model. Nonetheless, clients may impose restrictions on investing in certain securities or types of securities in their account. In such cases, this may prevent a client from investing in certain models that are managed by our firm.
Rollover Recommendations Effective December 20, 2021 (or such later date as the US Department of Labor ("DOL") Field Assistance Bulletin 2018-02 ceases to be in effect), for purposes of complying with the DOL's Prohibited Transaction Exemption 2020-02 ("PTE 2020-02") where applicable, we are providing the following acknowledgment to you. When we provide investment advice to you regarding your retirement plan account or individual retirement account, we are fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. The way we are compensated creates some conflicts with your interests, so we operate under a special rule that requires us to act in your best interest and not put our interest ahead of yours. Under this special rule's provisions, we must:
•Meet a professional standard of care when making investment recommendations (give prudent advice);
•Never put our financial interests ahead of yours when making recommendations (give loyal advice);
•Avoid misleading statements about conflicts of interest, fees, and investments;
•Follow policies and procedures designed to ensure that we give advice that is in your best interest;
•Charge no more than is reasonable for our services; and
•Give you basic information about conflicts of interest. We benefit financially from the rollover of your assets from a retirement account to an account that we manage or provide investment advice, because the assets increase our assets under management and, in turn, our advisory fees. As a fiduciary, we only recommend a rollover when we believe it is in your best interest.
Financial Planning Services RKI also provides financial, strategic, or tactical planning services that are outside of the customary portfolio management services described above. Financial planning services typically cover areas such as budgeting, tax and cash flow planning, investment planning, insurance planning, retirement planning, estate planning and death and disability planning. Through in-depth personal consultations, RKI gathers information related to a client's current financial situation, future goals, and attitudes toward risk. Clients are asked a detailed series of questions and provide any related documents that are necessary for RKI to gain an understanding of the client's financial situation. These financial planning services may or may not include matters relating to securities and clients will typically receive a written financial plan. Clients are responsible for providing all information necessary for RKI to prepare the financial plan in a timely manner. In order to implement recommendations made in the written financial plan, clients are strongly encouraged to consult with their other trusted advisors, including attorneys and accountants. RKI does not provide legal or tax advice.
Financial plans are based on a client's financial situation at the time RKI presents the plan to the client, and on the financial information provided to us. Clients must promptly notify RKI if their financial situation, goals, objectives, or needs change.
5 If clients choose to implement financial planning strategies involving portfolio management services, clients may engage RKI for the portfolio management services described above. Such services would be separate and apart from the financial planning services described here, and clients are under no obligation to implement financial planning recommendations.
Consulting Services In some cases, clients may choose to engage RKI for more limited consulting services. These services typically involve consultation on a specific or isolated area of concern, such as estate planning, retirement planning, or any other specific area of financial planning. Consulting services will generally not include the development of a written plan and will be more limited in focus.
Retirement Plan Services RKI offers consulting and advisory services for employer-sponsored retirement plans ("Retirement Plan(s)") that are designed to assist plan sponsors of employee benefit plans ("Sponsor(s)"). RKI also offers to assist Sponsors with enrollment and/or providing investment education to plan participants and beneficiaries.
Retirement Services are either ERISA Fiduciary Services or Retirement Plan Consulting Services. Retirement Plan Consulting Services may be performed only so that they would not be considered fiduciary services under the Employee Retirement Income Security Act of 1974, as amended (ERISA). When delivering ERISA Fiduciary Services, RKI will perform those services to the Retirement Plan as a fiduciary under ERISA Section 3(21)(A)(ii) or 3(38) and will act in good faith and with the degree of diligence, care and skill that a prudent person rendering similar services would exercise under similar circumstances. RKI will provide Sponsor a copy of this Form ADV Part 2 and an advisory services Agreement for review. The Agreement describes the terms of the arrangement between RKI and the Sponsor, including a description of the Retirement Services and the fees to be charged by RKI. By signing the Agreement, the Sponsor represents that Sponsor has received sufficient information and determined that the Retirement Services selected are: (i) necessary for the operation of the plan and (ii) reasonable and appropriate based upon the compensation to be paid for the Services. Sponsor must sign and submit the Agreement to RKI before RKI performs any Services.
As noted above, RKI provides discretionary investment advisory services to certain clients under ERISA Section 3(38). As discretionary investment manager, RKI provides ongoing and continuous discretionary investment management with respect to the asset classes and investment alternatives available under a Retirement Plan in accordance with the Retirement Plan's objectives. Under this authority, RKI will select, retain, remove and/or replace the investment alternatives available under the Retirement Plan in its sole discretion without Client's prior approval. In the performance of the discretionary investment advisory services, RKI will not have any discretionary authority or responsibility over the administration of the plan or for the interpretation of plan documents, the determination of plan participant eligibility, benefits, vesting, or the approval of the distributions to be made by the plan.
As a 3(38) investment manager, RKI offers the following discretionary fiduciary service options, as selected by Sponsor on the advisory agreement: ii 6 Selection, Monitoring & Replacement of Designated Investment Alternatives ("DIAs"): RKI will review with Sponsor the investment objectives, risk tolerance and goals of the Plan and provide to Sponsor an IPS that contains criteria from which RKI will select, monitor and replace the Plan's DIAs. Once approved by Sponsor, RKI will review the investment options available to the Plan and will select the Plan's DIAs in accordance with the criteria set forth in the IPS. On a periodic basis, RKI will monitor and evaluate the DIAs and replace any DIA(s) that no longer meet the IPS criteria.
Creation & Maintenance of Model Allocation Porftolios ("Models"): In some cases, RKI will create a series of risk based Models comprised solely among the Plan's ‐ DIAs; and, on a periodic basis and/or upon reasonable request, RKI will reallocate and rebalance the Models in accordance with the IPS or other guidelines approved by Sponsor.
Selection, Monitoring & Replacement

of Qualified Default Investment Alternatives ("QDIA"): Based upon the options available to the Plan, RKI will select, monitor and replace the Plan's QDIA(s) in accordance with the IPS.
As a 3(21) investment adviser, RKI offers the following non-discretionary retirement plan service options, as selected by Sponsor on the advisory agreement: Recommendations to Establish or Revise the Plan's Investment Policy Statement (IPS): RKI will review with the Plan Fiduciary the investment objectives, risk tolerance and goals of the plan. If the plan does not have an IPS, RKI typically recommends investment polices to assist the Plan Fiduciary to establish an appropriate IPS. If the plan has an existing IPS, RKI reviews it for consistency with the plan's objectives. If the IPS does not represent the objectives of the plan RKI may recommend to the Plan Fiduciary revisions that will establish investment policies that are congruent with the plan's objectives.
Recommendations to Select and Monitor the Designated Investment Alternatives: Based on the plan's IPS or other guidelines established by the plan, RKI will review the investment options available to the plan and will make recommendations to assist the Plan Fiduciary to select the Designated Investment Alternatives ("DIAs") to be offered to plan participants. Once the Plan Fiduciary selects the DIAs, RKI will, upon reasonable request, provide reports, information and recommendations to assist the Plan Fiduciary to monitor the investments. If the IPS criteria require an investment to be removed, RKI will provide information, analysis and recommendations to the Plan Fiduciary to help evaluate replacing investment alternatives.
Recommendations to Select and Monitor Qualified Default Investment Alternative(s): Based on the plan's IPS or other guidelines established by the plan, RKI reviews the investment options available to the plan and will make recommendations to assist the Plan Fiduciary to select the Plan's QDIA(s) for plan participants that fail to direct the investment of their accounts. Once the Plan Fiduciary selects the QDIAs, RKI will provide reports, information and recommendations, on a quarterly or upon reasonably requested basis, to assist the Plan Fiduciary to monitor the investments. If the IPS criteria require an investment to be removed, RKI typically provides information and analysis to assist the Plan Fiduciary to evaluate replacement investment alternatives.
Recommendations to Select and Monitor Investment Managers: Based on the Plan's IPS or other guidelines established by the plan, RKI typically reviews the potential investment managers available to the plan and makes recommendations to assist the Plan Fiduciary to select one or more investment managers. Once the Plan Fiduciary approves the 7 investment manager, RKI will provide, on a periodic basis, reports, information and recommendations to assist the Plan Fiduciary to monitor the plan's investment managers. If the IPS criteria require an investment manager to be removed, RKI may provide information and analysis to assist the Plan Fiduciary to evaluate replacement investment managers.
For either 3(38) or 3(21) retirement plan services, RKI offers the following retirement plan consulting services: Investment Monitoring Support
•Periodic review of investment policy in the context of plan objectives
•Assist the plan committee with monitoring investment performance
•Provide analysis of investment managers and model portfolios
•Assist with monitoring Designated Investment Managers and/or third-party advice providers
•Educate plan committee members, as needed, regarding replacement of DIA(s) and/or QDIA(s) Participant Services
•Facilitate group enrollment meetings and coordinate investment education.
•Assist plan participants with financial wellness education, retirement planning and/or gap analysis. In providing Retirement Services, RKI may establish a client relationship with one or more plan participants or beneficiaries. Such client relationships develop in various ways, including, without limitation: 1) as a result of a decision by the participant or beneficiary to purchase services from RKI not involving the use of plan assets; 2) as part of an individual or family financial plan for which any specific recommendations concerning the allocation of assets or investment recommendations relate exclusively to assets held outside of the plan; or 3) through an Individual Retirement Account rollover ("IRA Rollover"). RKI will not, however, solicit services from plan participants or beneficiaries when providing Retirement Services. If RKI is providing Retirement Services to a plan, RKI may, when requested by a plan participant or beneficiary, arrange to provide services to that participant or beneficiary through a separate agreement that excludes any investment advice on plan assets (but may consider the participant's or beneficiary's interest in the plan in providing that service). If a plan participant or beneficiary desires to affect an IRA Rollover, any decision to affect the rollover or about what to do with the rollover assets remains that of the participant or beneficiary alone.
All investments involve risk and investment performance can never be predicted or guaranteed. The values of the account will fluctuate (perhaps significantly) due to market conditions, manager performance and other factors. Using any benchmark or index in connection with the Retirement Services is no promise that the performance of the plan's particular investments will experience the same results, including the results shown on the various reports that are delivered as part of the Services.
When RKI provides 3(21) non-discretionary investment advisory services, Sponsor or the plan participants and beneficiaries retain all investment discretion over plan assets provided to them by the plan. Each is free to make his or her own investment decisions. No one is required to accept any assistance or follow any recommendations provided as part of the Retirement Services. If the plan selects RKI's Service to allocate or rebalance among model portfolios or to recommend investment managers, the responsible Sponsor or participant or beneficiary can freely change allocations or managers.
ii 8 RKI may use or provide to Sponsor data or information provided by third parties when providing Retirement Services. While RKI reasonably believes that the information or data is reliable, it does not promise that it is accurate, current or consistently available.
Sponsor is responsible for all the tax liabilities arising from any transactions, including any liabilities arising from the failure to maintain the qualified status of a retirement plan receiving the Services.
RKI will consider information provided by Sponsor about the plan when providing its retirement plan services. It is important that that information be accurate and current. Changes in the information may impact what assistance or recommendations may be made so it is important that RKI be accurately informed and Sponsor is responsible for notifying RKI when changes occur that may impact the retirement services provided to the plan.
Any report containing a proposed asset allocation model is based upon a number of factors which may include the demographics of plan participants, current asset allocations and the value of the assets. RKI may change asset allocations and investment options within the model portfolios and has no obligation to revise the report or otherwise advise Sponsor if a model or any of RKI's assumptions change in the future.
The analyses and suggested asset allocations contained in the reports may be based on historical financial data, assumptions about future financial trends (including market appreciation or decline, rates of return and risks for various asset classes), assumptions about applicable laws and regulations, and appropriate financial planning strategies.
Any projections, analyses or other information contained in or with the reports regarding various investment outcomes are hypothetical in nature, do not reflect actual investment results and are not guarantees of future results.
It is important for Sponsor to monitor current events, such as changes in tax laws or in the financial markets, which may affect Sponsor's decisions about the plan.
The return rates and dollar figures contained in the report may not include all investment expenses; thus, any results shown may be reduced by such costs. Also, where applicable (and only as indicated) assumptions as to federal income tax rates, state income tax rates, and estate taxes reflected in the report would only be general estimates.
General Information Regarding Investment Advice For any of the investment advisory services offered by RKI, the firm does not limit its investment recommendations to any specific type of product or security. A client's individual needs and objectives are analyzed to determine appropriate investments and products for the client. For clients who choose to have their assets managed in accordance with a model portfolio, investments selected will be based on the objective of the model portfolio and the individual objectives of the client. Each model is assigned specific constraints and weights. Since different types of investments typically involve different types of risk, the firm conducts a risk analysis of the client and his/her overall portfolio, before recommending a certain investment. RKI manages assets on either a non-discretionary or discretionary basis. Either way, the client is always free to place restrictions on the types of investments the firm recommends for the client's portfolio. For non-discretionary portfolio management, the client may also decline to implement any of the recommendations made by the firm.
9 RKI primarily recommends that clients purchase shares of mutual funds and exchange traded funds. However, RKI also provides recommendations on individual stocks, individual bond positions, certificates of deposit, variable annuities and variable life insurance products. The firm also provides advice on other products not listed above, as is appropriate for the specific client. In some cases, these products may be non-securities products. In some cases, RKI will receive normal and customary insurance commissions when insurance products are recommended and sold to clients. Thus, a conflict of interest exists, but RKI only recommends that clients purchase insurance products when it is in the best interest of the client.
As part of its comprehensive approach to investment advisory services, RKI may refer clients to unaffiliated third-party service providers for specific areas for which a client may need advice. Examples of these referrals may include local CPAs or attorneys. RKI offers this referral service as a convenience to clients only and any decision to engage a third-party service provider lies solely with the client. RKI is not responsible or liable for any of the services provided by these unaffiliated third- parties and the firm is not compensated for these referrals.
Assets Under Management As of December 31, 2023, RKI was providing investment advisory services to 1,070 clients. The firm was providing regular and continuous discretionary Portfolio Management services for 2,789 accounts, and the total value of assets under management in these accounts was $919,110,648. The firm was also providing regular and continuous non-discretionary Portfolio Management services for 116 accounts, and the total value of assets under management in these accounts was $572,015,263.