Proctor Financial Inc

Item 5 – Fees and Compensation

Investment Management and Financial Planning Services*

The annual fee for our investment management and financial planning services is based on
a percentage of investable assets as listed below, read top to bottom, from left to right:
     1.5% of the first $500,000                 0.76% of the next $2,500,000
     1% of the next $1,000,000                  0.64% of the next $5,000,000
     0.88% of the next $1,000,000               0.50% of all amounts above $10,000,000
As an illustration of how the marginal fee schedule above is used to calculate an average fee,
we can use the example of a $4 million account. The annual average fee percentage on a $4
million account is:
       $500,000/$4,000,000 x 1.5%             = 0.188% +
       $1,000,000/$4,000,000 x 1%             = 0.25% +
       $1,000,000/$4,000,000 x 0.88%          = 0.22% +
       $1,500,000/$4,000,000 x 0.76%          = 0.285% +
       Total Average Annual Fee               = 0.943%
* All accounts are subject to a minimum fee, which is determined by which advisor a client
  chooses to have as a primary relationship, and therefore which advisor a client will meet
  with during annual reviews and other meetings. For clients choosing to meet with a
  principal of the firm, the minimum annual fee is $12,500. For clients choosing to work with
  a non-owner advisor, the minimum annual fee is $3,750. These fees are not negotiable.
  Clients whose accounts predate this disclosure document are subject to pre-existing fee
  arrangements which may differ from the above schedule.
Investment Management and Financial Planning fees are billed quarterly, in arrears,
meaning that we invoice clients after the three-month billing period has ended. Almost all
clients have fees deducted from (a) designated client account(s) to facilitate billing. All new
clients will have fees deducted directly from designated accounts, unless it is impossible to
do so. The client must consent in advance to direct debiting of their investment account.
Fees are not negotiable.
Although the Investment Management and Financial Planning Service is ongoing and
constant adjustments are required, the length of service to the client is at the client’s
discretion. The client or Proctor may terminate an Agreement by written notice to the other

                                      Proctor Financial Brochure

party. At termination, fees will be billed on a pro rata basis for the portion of the quarter
completed using the same method as for non-terminated accounts, adjusted for the number
of days during the billing quarter prior to termination. If the client made an advance
payment, Proctor will refund any unearned portion of the advance payment.

General Information about Investment Fees

Custodians may charge transaction fees on purchases or sales of certain mutual funds,
stocks, and exchange-traded funds, among other things. These transaction charges are
usually small and incidental to the purchase or sale of a security. The selection of the security
is more important than the nominal fee that the custodian charges to buy or sell the security.
No fees that custodians may charge are received by Proctor. Mutual funds generally charge
a management fee for their services as investment managers. The management fee is called
an expense ratio. For example, an expense ratio of 0.50 means that the mutual fund company
charges 0.5% for their services. These fees are in addition to the fees paid by clients to
Proctor.

Financial Planning Services

Financial planning services are typically included for the fees charged for assets under
management. However, Proctor may impose additional financial planning fees depending
on the degree of complexity associated with the client’s situation. All additional fees will be
fully disclosed and agreed to before work begins. Fees are not negotiable.

Item 7 – Types of Clients

Proctor provides personalized confidential financial planning and investment management
to individuals, pension and profit sharing plans, trusts, estates, charitable organizations and
small businesses.
To work directly with a principal of the firm, the minimum account size is $1,000,000 of
assets under management, which equates to an annual fee of $12,500.

                                      Proctor Financial Brochure

To work directly with any non-owner advisor at Proctor, the minimum account size is
$250,000 of assets under management, which equates to an annual fee of $3,750.
Proctor has a strong belief that a proper asset allocation plan should balance risks across
entire portfolios, and only by applying its asset allocation methodology to a sufficient portion
of a client’s portfolio will a client receive the full benefit of its services. Therefore, in addition
to minimum asset levels, Proctor also has a guideline that it manages at least 90% of its
clients’ liquid investment assets.
Proctor has the discretion to waive the account minimum, especially for employees of
Proctor and their relatives, or relatives of existing clients. Additionally, Proctor has the
discretion to begin a client engagement with less than 90% of a client’s liquid investment
portfolio under management with the understanding that the client will meet this guideline
within 24 months.
Due to our minimum annual fees as outlined above, clients with assets below the minimum
account size may pay a higher percentage rate for their annual fees than the fees paid by
clients with greater assets under management.
Proctor, in its sole discretion, may waive its minimum fee and/or charge a lesser investment
advisory fee based upon the following limited criteria: historical relationships, related
accounts (e.g. children of clients), family members of employees, and charitable
organizations.