Proffitt & Goodson Inc

Item 5. Fees and Compensation
FEES FOR PORTFOLIO MANAGEMENT
The annual fee for portfolio management services is charged at a rate of 1.00% of the amount
of client assets under our management. Therefore, if a client’s account is valued at $1,000,000,
the annual fee would be calculated as follows: $1,000,000 x 1.00%. Our firm reserves the right
to negotiate fees with clients and may group certain related or other client assets together to
minimize fees charged to clients.

Our fees are assessed quarterly, in advance, at the beginning of each quarter. Thus, clients are
charged ¼ of their annual advisory fee each quarter. The fee is based upon the value (market
value or fair market value in the absence of market value), of the client's account at the end of

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the previous three-month period and includes any accrued interest earned but not yet paid.
Clients will be invoiced or have their fees debited from the account in accordance with client
authorization. Fees are not increased or refunded for account activity including deposits,
withdrawals, interest, dividends or market performance in the current billing quarter.

We prefer that our clients start management with client assets of one million dollars or more
to best utilize our services. Although clients should be aware, Proffitt & Goodson does not
enforce a minimum client asset requirement or fee structure.

Proffitt & Goodson, Inc. has retained the services of James N. Proffitt, Jr. as a consultant and
internal solicitor. He will receive compensation for the referral of any new clients and a
portion of the fees collected from certain clients.

FEES FOR WEALTH PLANNING SERVICES
Proffitt & Goodson’s wealth planning services fee will be determined based on the nature of
the services being provided and the complexity of each client’s circumstances. Proffitt &
Goodson does not charge separately for certain financial and wealth planning services for
clients with portfolio management agreements in place. Proffitt & Goodson may charge fees
for certain wealth planning services, such as trust account and trustee services, estate
administration, the preparation of Investment Policy Statements (IPS) outside of a relationship
for either portfolio management or pension consulting. All fees are agreed upon prior to
entering into a contract with the client. The fees for such services are charged on an hourly
basis, typically ranging from $300 to $400 per hour, and are negotiated directly with the client.
Clients are given an estimate of the time required for the specific services provided and are
billed in arrears at the end of each month that services are performed. Separately, clients may
have continuous consulting advice in which fees are based upon a percentage of holdings as
agreed upon in the clients’ written investment management agreement. This percentage will
be based upon the complexity of the consulting arrangement and other considerations, such as
affiliated accounts.

There is no minimum fee for consulting services.

FEES FOR PENSION CONSULTING
The annual fee for this service is typically charged at a rate of 0.50% of the amount of assets in
the applicable retirement plan. Therefore, if a plan is valued at $2,000,000, the annual fee
would be calculated as follows: $2,000,000 x 0.50%.

Our fees are billed, in arrears, based upon the daily average market value (market value or fair
market value in the absence of market value) of the plan over the billing period in accordance
with the management agreement. Clients will be invoiced or have their fees debited from a
plan account in accordance with client authorization.

We prefer that our clients start management with two million dollars or more in plan assets to
best utilize our services. Although clients should be aware, Proffitt & Goodson does not

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enforce a minimum client asset requirement or fee structure. Our firm reserves the right to
negotiate fees with clients and may group certain related or other client assets together to
minimize fees charged to clients.

FEES FOR SUB-ADVISOR
When we act as sub-advisor for other investment advisors, we charge the investment advisor
a management fee based upon fair market value of assets, starting at 1.0% per annum but
negotiable based upon size of account and complexity of relationship. This fee is negotiable
and may be different than our regular fee schedule. The client is billed one fee and we receive
a portion of that fee from their respective investment advisor.

PONTERA
When advising individuals on employee benefit plans pursuant to ERISA, we may utilize
Pontera to provide an additional service for accounts not directly custodied at Charles
Schwab, but where we do have discretion, and may leverage an Order Management System to
implement tax-efficient asset location and opportunistic rebalancing strategies on behalf of the
client. These are primarily 401(k) accounts, 403(b)s, and other assets not custodied at Charles
Schwab. We regularly review the available investment options in these accounts, monitor
them, and rebalance and implement our strategies in the same way we do other accounts,
though using different tools as necessary.

Investment management fees are generally directly debited from a client’s selected managed
account. The exception for this is directly-managed held-away accounts, such as 401(k)s. As it
is impossible to directly debit the fees from these accounts, those fees will be assigned to the
client’s managed accounts held at Charles Schwab. The specific fee schedule charged by
Proffitt & Goodson for account management of held away assets is established in the client’s
written agreement with Proffitt & Goodson. Clients do not pay any additional fee to Pontera
...

Item 7. Types of Clients
Proffitt & Goodson provides advisory services, where appropriate, to individuals, families,
trusts, estates, charitable organizations, pension and profit-sharing plans, corporations and
other business entities.

As previously disclosed in Item 5, Proffitt & Goodson does not have minimum account sizes
or minimum fee requirements. However, we provide guidance to clients on how to best utilize
our services as described in Items 4 and 5 of this Brochure.

Clients eligible to enroll in Schwab’s Institutional Intelligent Portfolios include individuals,
IRAs, and revocable living trusts. Clients that are organizations (such as corporations and
partnerships) or government entities, and clients that are subject to the Employee Retirement
Income Security Act of 1974, are not eligible for the Program. The minimum investment
required to open an account in the Program is $5,000. The minimum account balance to enroll
in the tax-loss harvesting feature is $50,000.