A. Description of Your Advisory Firm Phillips Financial Management, LLC (“PFM” and/or “the firm”) is an Indiana limited liability company and has been in business as an SEC-registered investment adviser since July 23, 2004. Richard L. Phillips, Jr. and Shannon H. Hardiek are the principal owners of PFM. This Disclosure Brochure describes the business of PFM. Certain sections will also describe the activities of Supervised Persons. Supervised Persons are any of PFM’s officers, partners, directors (or other persons occupying a similar status or performing similar functions), or employees, or any other person who provides investment advice on PFM’s behalf and is subject to PFM’s supervision or control. B. Description of Advisory Services Offered PFM provides financial planning and consulting, investment management services, an automated investment strategy, retirement plan services, educational services, private capital services and engages a sub-advisor on certain accounts. Prior to engaging PFM to provide any of the foregoing investment advisory services, the client is required to enter into one or more written agreements with the Firm setting forth the terms and conditions under which PFM renders its services (collectively the “Agreement”). B.1. Financial Planning and Consulting Services PFM may provide its clients with a broad range of comprehensive financial planning and consulting services. These services include business planning, retirement planning, financial education, estate planning, pension consulting, and cash flow planning. In performing its services, PFM is not required to verify any information received from the client or from the client’s other professionals (e.g., attorney, accountant, etc.) and is expressly authorized to rely on such information. PFM may recommend the services of itself and/or other professionals to implement its recommendations. Clients are advised that a conflict of interest exists if PFM recommends its own services. The client is under no obligation to act upon any of the recommendations made by PFM under a financial planning or consulting engagement or to engage the services of any such recommended professional, including PFM itself. The client retains absolute discretion over all such implementation decisions and is free to accept or reject any of PFM’s recommendations. Clients are advised that it remains their responsibility to promptly notify PFM if there is ever any change in their financial situation or investment objectives for the purpose of reviewing, evaluating, or revising PFM’s previous recommendations and/or current services. B.2. Investment Management Services Clients can engage PFM to manage all or a portion of their assets on a discretionary basis. PFM primarily allocates clients’ investment management assets among mutual funds and exchange- traded funds (“ETFs”). On a more limited basis, PFM allocates clients’ assets to individual debt securities. Occasionally, PFM will advise clients regarding certain types of options as well as the securities components of variable annuities in accordance with the investment objectives of the client. PFM also may render investment management services to clients relative to variable life/annuity products that they may own, their individual employer-sponsored retirement plans, or other products that may not be held by the client’s primary custodian. In so doing, PFM either directs or recommends the allocation of client assets among the various investment options that are available with the product. Client assets are maintained at the specific insurance company or custodian designated by the product. PFM tailors its advisory services to the individual needs of clients. PFM consults with clients initially and on an ongoing basis to determine risk tolerance, time horizon and other factors that may impact the clients’ investment needs. PFM seeks to ensure that clients’ investments are suitable for their investment needs, goals, objectives and risk tolerance. Clients are advised to promptly notify PFM if there are changes in their financial situation or investment objectives, or if they wish to impose any reasonable restrictions upon PFM’s management services. Clients may request reasonable restrictions on the management of their account which will be honored if, in PFM’s sole discretion, the conditions will not materially impact the performance of a portfolio strategy or prove overly burdensome to its management efforts. B.3. Automated Investment Strategy PFM offers an Automated Investment Strategy through a trading platform provided by Betterment, LLC, a financial services provider that is independent of PFM. Through the platform, clients will establish an investment account with Betterment and determine which portfolios their account assets will be allocated among through the risk-identification methods provided on the platform. Automated Investment Strategy uses a strategic investment allocation which is diversified in US stocks, foreign stocks, and bonds with an allocation that is based on the risk level chosen. This program is designed for smaller accounts and clients looking for a lower cost passive investment approach. Clients will enroll, transact, and receive all reports through Betterment’s online portal/website. As provided in a separate agreement with Betterment, Betterment will provide clients with custodial and execution services necessary to effect trades in their account according to the level of the account assets they assign to each portfolio. PFM does not construct the portfolios; instead, PFM recommends which allocation options a client can use for management of their account based on the specific investment objectives or limitations of the client and PFM’s determination of the appropriate mix of portfolio components to achieve each portfolio’s objectives described on the platform. Through the advisory contract, clients will give Betterment the authority to buy or sell portfolio components directly for the client’s account. Betterment will periodically rebalance the portfolios, and clients will determine how much of their assets are allocated to each portfolio via the platform’s functionality. In addition to providing PFM with information regarding their personal financial circumstances, investment objectives and tolerance for risk, clients are required to provide the Firm with any reasonable investment restrictions that should be imposed on the management of their portfolio and to promptly notify the Firm of any changes in such restrictions or in the client's personal financial circumstances, investment objectives, goals and tolerance for risk. PFM will also contact clients at least annually to determine whether there have been any changes in a client's personal financial circumstances, investment objectives and tolerance for risk. B.4. Retirement Plan Services PFM provides its retirement plan sponsor clients with a broad range of services related to sponsoring an employee retirement plan. These services may be performed by PFM as both fiduciary services and non-fiduciary services. Fiduciary services may include:
• Non-discretionary investment advice to the plan sponsor about asset classes and investment alternatives available for the plan sponsor in accordance with the plan's investment policies and objectives.
• Assisting the plan sponsor with the selection of a broad range of investment options consistent with ERISA section 404(c).
• Assisting the plan sponsor in the development of an investment policy statement (IPS).
• Assisting in monitoring investment options by preparing periodic investment reports that document investment performance, consistency of fund management and conformance to the guidelines set forth in the IPS and making recommendations to maintain or remove and replace investment options.
• Meeting with the plan sponsor on a periodic basis to discuss the reports and the investment recommendations.
• PFM’s investment adviser representatives may provide non-discretionary investment advice to participants in the plan. This advice may include assistance in completing and scoring the investor questionnaire and recommending an asset allocation based on that score. The participant will have final decision-making authority regarding the asset allocation model to be used.
• As it relates to Market Index Solution™ (MIS™) created and sponsored by PFM for the purpose of delivering asset allocation models to its retirement plan clients, PFM will have discretionary

authority over the actual index fund used for each asset class. Each fund will be selected based on the guidelines set forth in the IPS adopted for the plan. In addition, PFM’s investment adviser representatives will have discretionary authority over the percentage of each asset class used in each model. These percentages will be determined based upon generally accepted asset allocation theories within the industry. PFM’s investment adviser representatives may periodically replace an index fund within a model and/or make slight adjustments to the percentage held in each asset class. Each MIS™ Model in the plan will be automatically rebalanced each year within a specified date range agreed upon by the plan. PFM will provide discretionary investment advice to the plan sponsor with respect to the selection of a qualified default investment alternative ("QDIA") for participants who are automatically enrolled in the plan or who otherwise fail to make an investment election. Non-Fiduciary services may include:
• Assisting with the education of the participants in the plan about general retirement saving topics and investment principles.
• Monitoring plan demographics and participation levels for the purpose of structuring education programs and periodically adjusting those programs to improve the effectiveness of the plan.
• Assisting in the group enrollment meetings designed to increase retirement plan participation among employees and investment and financial understanding by the employees.
• Assisting with plan design and consulting regarding design options.
• Assisting with the review of basic compliance reports on an annual basis and discussing annual test results with the client.
• Serving as the client/plan advocate to the various vendors servicing the plan.
• Monitoring the service level and plan satisfaction with the various vendors and periodically, as needed, conducting market searches for alternative vendors.
• Periodically performing benchmarking analyses to assist in measuring the total cost and performance of the plan. PFM may provide these services or, alternatively, may arrange for the plan's other providers to offer these services, as agreed upon between PFM and the client. B.5. Educational Services PFM may provide non-personalized investment-related training to certain individuals as part of its educational services. PFM’s educational services generally address issues involving general financial education. These services may be provided to local universities, community centers, employees participating in an employer-sponsored retirement plan, and other target audiences. PFM may charge a fixed and/or hourly fee for these services. Should any of the participants later engage PFM to render additional services, such work shall be done pursuant to a separate written agreement between the participant and PFM. B.6. Private Capital PFM provides access to a lineup of alternative or private investment opportunities to certain accredited or qualified investors. These assets are managed through a non-discretionary advisory agreement. This and other arrangements are described further in Item 5. Prior to engaging our Firm to provide non-discretionary investment management services for alternative or private investments, the client is required to complete the Non-Discretionary Private Capital Agreement setting forth the terms and conditions of the engagement (including termination options) and describing the scope of the services to be provided. The non-discretionary investment management services will be rendered in accordance with the relevant offering documents of the alternative or private investment. Clients interested in an alternative or private investment should refer to the respective offering documents for important information regarding the investment objectives, risks, fees and additional disclosures for a complete understanding of the terms and conditions for investing in the alternative or private investment. Non-Discretionary Private Capital clients are not required to use any of the firm’s other services and retain full discretion over the alternative or private investments they choose to utilize. B.7. Engagement of Sub-Advisor For certain client assets, PFM may outsource all or a portion of the portfolio management to an investment adviser not affiliated with PFM, who serves as Sub-Advisor. The Sub-Advisor is granted limited discretionary investment authority over assets assigned to it by PFM. For the assets directed to Sub-Advisor for services, its responsibility includes the authority to:
• exercise discretion to determine the types of securities bought and sold, along with the percentage allocation
• apply its discretion as to when to buy and sell
• apply its discretion as to the timing of transactions
• select the broker-dealer for execution of securities transactions, if appropriate
• take other portfolio management actions the advisor delegates or deems appropriate
• deduct Sub-Advisor fees directly from the custodian account, for which the Sub-Advisor is managing assets Any authority of the Sub-Advisor only applies to the specific assets, within the Client’s custodial account, for which the Sub-Advisor has been appointed as the discretionary manager. Sub-Advisor shall not provide investment advice, or have any advisory responsibility to the Client, beyond the assets for which it is appointed as Sub-Advisor. The terms of services provided by Sub-Advisor are directed in accordance with a separate written agreement entered into between PFM and the Client. We may choose to engage a variety of institutional investment managers to serve as a Sub- Advisor for certain portfolios or client assets. We evaluate a variety of information about Sub-Advisors which may include the independent managers’ public disclosure documents, materials supplied by the independent managers themselves, as well as other third-party analyses we believe to be reputable. Clients are typically required to maintain a minimum account size to be eligible for these services, and certain investment managers require a higher asset-level to invest in their program. While utilizing a Sub-Advisor, PFM continues to provide investment advisory services to the client relative to ongoing investment monitoring, asset allocation, and client objectives. Sub-Advisors invest on behalf of accounts in accordance with the strategies set forth in their own disclosure documents which are available to our clients prior to employing their strategies. The Sub-Advisor typically assumes discretionary authority over an account, and most programs are available for clients who prefer an account to be managed under a non-discretionary engagement or whom may have other unique account restrictions. At least annually thereafter, a review will be performed by our firm from both a compliance and performance perspective to determine whether the selected investment manager remains an appropriate fit for the client’s portfolio. When utilizing a Sub-Advisor, PFM’s fees may be collected either in advance or in arrears, depending on the specific Sub-Advisor relationship and will be disclosed to the client at the point of entering into the advisory relationship. C. Client-Tailored Services and Client-Imposed Restrictions Each client’s account will be managed on the basis of the client’s financial situation and investment objectives and in accordance with any reasonable restrictions imposed by the client on the management of the account—for example, restricting the type or amount of security to be purchased in the portfolio. D. Wrap Fee Programs PFM acts as a portfolio manager for the Betterment wrap fee program in which the client pays one fee to the wrap program sponsor for all services associated with the management and execution of their account. PFM does not sponsor any wrap fee program. There are differences between how PFM manages wrap fee accounts and other accounts. One of the primary differences is the trading of a wrap fee account is directed to the sponsor (or an affiliate of the sponsor) of the wrap program. PFM receives a portion of the total wrap fee the client pays to the wrap program sponsor. PFM does not provide client statements or reporting. E. Client Assets Under Management As of December 31, 2023, PFM had $1,722,531,011 of discretionary assets under management and $335,372,608 of non-discretionary assets under management totaling $2,057,903,619 in total assets.