Proffitt & Goodson, Inc. is a privately held independent registered investment advisory firm that works with individuals, families and institutions to assist them in defining and meeting their investment objectives through highly personalized, client‐focused portfolio management, wealth planning, and pension consulting services. The firm is a SEC‐registered investment adviser with its principal place of business located in Knoxville, Tennessee. Proffitt & Goodson was founded by Jim Proffitt and David Goodson and began conducting business as a registered investment adviser in August 1986. David N. Goodson, Principal and Advisor and Neil W. Goodson, Principal, Advisor and Chief Compliance Officer, are the firm’s principal shareholders (i.e., those individuals controlling 50% or more of this company). Proffitt & Goodson offers Portfolio Management, Wealth Planning and Pension Consulting services to its advisory clients. Please see the disclosure below in this Item for additional information regarding these services. As of December 31, 2023, we were actively managing $589,949,893 of client assets on a discretionary basis and $10,485,895 on a non‐discretionary basis for a total of $600,435,788 of assets under management. OUR SERVICES PORTFOLIO MANAGEMENT Our firm offers portfolio management services to its advisory clients. We provide continuous advice to a client regarding the investment of client funds based on the client’s individual needs. Through personal discussions with our clients, we develop a clientʹs personal investment policy and create and manage a portfolio based on that policy. During this data‐ gathering process, we determine the client’s individual objectives, time horizons, risk tolerance, and liquidity needs. We may also review and discuss a client’s prior investment history, as well as family composition and background. Often, our financial and wealth planning services can help identify individual objectives, liquidity needs and risk tolerance. We currently offer our portfolio management services on a discretionary basis only. Account supervision is guided by the clientʹs stated objectives (e.g., growth, income or a balance between growth and income), as well as tax considerations. Clients may impose reasonable restrictions on investing in certain securities, types of securities, or industry sectors. However, any restrictions imposed by a client may adversely affect the composition and performance of the client’s portfolio. Our investment recommendations are not limited to any specific product or service offered by a broker‐dealer or insurance company. Our client portfolios may include: individual stocks, 5 | P a g e exchange‐traded funds (“ETFs”), no‐load mutual funds, options, corporate and government debt securities, and municipal bonds. Because some types of investments involve certain additional degrees of risk, they will only be implemented/recommended when consistent with the clientʹs stated investment objectives, tolerance for risk, liquidity and suitability. WEALTH PLANNING SERVICES Proffitt & Goodson, Inc. offers financial and wealth planning services to its clients. These services include retirement income planning, tax planning, estate planning and cash flow planning. To provide these services, Proffitt & Goodson gathers information on the client’s current financial position, tax situation, and financial goals. Clients can also receive investment and other financial advice on a consulting basis. Some of the services offered include, investment advice regarding non‐marketable securities, trust account and trustee services, estate administration, the preparation of Investment Policy Statements (IPS) outside of a relationship for either portfolio management, pension consulting, or other financial planning services. Clients may also elect to hold a portfolio of securities with Proffitt & Goodson for which the client chooses to retain investment discretion. These accounts are maintained on a non‐ discretionary basis and are usually associated with an account in which Proffitt & Goodson has investment discretion, noted above. Clients may contact custodian without knowledge of Adviser to execute trades at the Clients’ discretion. In the non‐discretionary portfolios, clients maintain responsibility for investment selection. The client may give Proffitt & Goodson instructions to buy, sell, exchange, convert, or hold securities, cash or other investments with Clients’ prior consent. Adviser may or may not provide accounting services or execution of trades services for these non‐discretionary portfolios. We gather necessary information through in‐depth personal interviews and careful review of documents supplied by the client. The specific information gathered depends upon the service being provided. Consulting recommendations are not limited to any specific product or service offered by a broker‐dealer or insurance company. PENSION CONSULTING Further, we provide several advisory services separately or in combination to 401(k) and other retirement plans. Pension Consulting is comprised of four distinct services. Clients may choose to use any or all of these services. ‐ Investment Policy Statement (ʹʹIPSʹʹ) Preparation: We will meet with a client to determine an appropriate investment strategy that reflects the plan sponsorʹs stated investment objectives for management of the overall plan. Our firm then prepares a written IPS detailing those needs and goals, including an encompassing policy under which these goals are to be achieved. 6 | P a g e - Selection of Investment Vehicles: We assist plan sponsors in constructing appropriate asset allocation models. We then review various mutual funds

and ETFs to determine which investments are appropriate to implement the clientʹs IPS. The number of investments recommended is determined by the client, based on the IPS. - Monitoring of Investment Performance: We monitor client investments continually, based on the procedures and timing intervals set forth in the IPS. Although our firm is not directly involved in the purchase or sale of investments for pension consulting clients, we supervise the clientʹs portfolio and make recommendations to the client as market factors and the clientʹs needs dictate. - Employee Communications: For retirement plan clients with individual plan participants exercising control over assets in their own account (i.e., self‐directed plans), we may also provide periodic educational support and investment workshops designed for the plan participants. The nature of the topics to be covered is determined by us and the client under the guidelines established in ERISA Section 404(c). The educational support and investment workshops will not provide plan participants with individualized, tailored investment advice or individualized, tailored asset allocation recommendations. SUB‐ADVISOR We may perform as a sub‐advisor for other advisors. As such, we manage the client’s account for that advisor. We do not manage these accounts differently than our managed portfolio clients. When we act as a sub‐advisor, the investment advisor for the client will obtain the client’s Investment Policy Statement and Investment Management Agreement. Client’s whose money we manage under this arrangement will be billed directly from their investment advisor. We will be paid a portion of the client’s management fee directly from the investment advisor. SCHWAB INSTITUTIONAL INTELLIGENT PORTFOLIOS Proffitt & Goodson, Inc. offers an automated investment program (the “Program”) through which clients are invested in a range of investment strategies Proffitt & Goodson has constructed and manage, each consisting of a portfolio of exchange‐traded funds (“Funds”) and a cash allocation. The client’s portfolio is held in a brokerage account opened by the client at Charles Schwab & Co., Inc. (“Schwab”). Proffitt & Goodson uses the Institutional Intelligent Portfolios® platform (“Platform”), offered by Schwab Performance Technologies (“SPT”), a software provider to independent investment advisors and an affiliate of Schwab, to operate the Program. Proffitt & Goodson is independent of and not owned by, affiliated with, or sponsored or supervised by SPT, Schwab, or their affiliates (together, “Schwab”). Proffitt & Goodson, and not Schwab, is the client’s investment advisor and primary point of contact with respect to the Program. Proffitt & Goodson is solely responsible, and Schwab is not responsible, for determining the appropriateness of the Program for the client, choosing a suitable investment strategy and portfolio for the client’s investment needs and goals, and managing that portfolio on an ongoing basis. Proffitt & Goodson has contracted with SPT to provide the Platform, which consists of technology and related trading and account 7 | P a g e management services for the Program. The Platform enables Proffitt & Goodson to make the Program available to clients online and includes a system that automates certain key parts of our investment process (the “System”). The System includes an online questionnaire that can help Proffitt & Goodson determine the client’s investment objectives and risk tolerance and select an appropriate investment strategy and portfolio. Clients should note that, if Proffitt & Goodson uses the online questionnaire, they will recommend a portfolio via the System in response to the client’s answers to the online questionnaire. The client may then indicate an interest in a portfolio that is one level less or more conservative or aggressive than the recommended portfolio, but Proffitt & Goodson then makes the final decision and selects a portfolio based on all the information they have about the client. The System also includes an automated investment engine through which Proffitt & Goodson manages the client’s portfolio on an ongoing basis through automatic rebalancing and tax‐loss harvesting (if the client is eligible and elects). Proffitt & Goodson charges clients a fee for services as described below under Item 5 Fees and Compensation. Proffitt & Goodson’s fees are not set or supervised by Schwab. Clients do not pay brokerage commissions or any other fees to Schwab as part of the Program. PONTERA Proffitt & Goodson uses a third‐party platform made available by Pontera Solutions, Inc. (“Pontera”) to facilitate management of held away assets such as defined contribution plan participant accounts, with discretion. The platform allows Proffitt & Goodson to avoid being considered to have custody of client funds since Proffitt & Goodson does not have direct access to client log‐in credentials to affect trades. Proffitt & Goodson is not affiliated with the Pontera in any way and receives no compensation from them for using their platform. A link will be provided to the client allowing them to connect an account(s) to the platform. Once client account(s) is connected to the platform, Proffitt & Goodson will review the current account allocations. When deemed necessary, Proffitt & Goodson will rebalance the account considering client investment goals and risk tolerance, and any change in allocations will consider current economic and market trends. The goal is to improve account performance over time, minimize loss during difficult markets, and manage internal fees that harm account performance. Client account(s) will be reviewed at least quarterly and allocation changes will be made as deemed necessary.