Phillips and Company Advisors LLC

Form ADV Part 2A – Appendix 1 Wrap Fee Brochure Phillips and Company Advisors, LLC 521 SW 11th Ave., Suite 200 Portland, OR 97205 503-224-0858 www.phillipsandco.com Date of Disclosure Brochure: December 31, 2025 This Wrap Fee Program Brochure (“wrap fee brochure”) provides information about the qualifications and business practices of Phillips and Company Advisors, LLC. If you have any questions about the contents of this wrap fee brochure, please contact us at (503) 224-0858. The information in this wrap fee brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. Please note that the use of the term “registered investment advisor” and description of our firm and/or our associates as “registered” does not imply a certain level of skill or training. Clients are encouraged to review this wrap fee brochure and any brochure supplements (“brochure supplements”) for more information on the qualifications of our firm and our associates. Additional information about Phillips and Company Advisors, LLC is also available on the SEC’s website at www.adviserinfo.sec.gov. The searchable IARD/CRD number for the firm is 167214. Phillips and Company Advisors, LLC Page 1 Wrap Fee Brochure  Item 2 – Material Changes Since our last annual updating amendment filed on May 1, 2025, we have made the following material changes to this wrap fee brochure:  The Firm now offers a Thematic SMA program listed in Section 4 of this disclosure brochure. We will ensure that all current clients receive a Summary of Material Changes to this and subsequent wrap fee brochures within 120 days of the close of our business’ fiscal year. A Summary of Material Changes is also included within our wrap fee brochure available on the SEC’s website at www.adviserinfo.sec.gov. The searchable IARD/CRD number for the firm is set forth on the cover page of this wrap fee brochure. Clients will further be provided with disclosure about material changes affecting our firm or a brochure as may become necessary or appropriate at any time, without charge. Copies will be provided to you free of charge by contacting us at the telephone number reflected on the cover page of this wrap fee brochure. Phillips and Company Advisors, LLC Page 2 Wrap Fee Brochure  Item 3 – Table of Contents Page Item 2 – Material Changes ......................................................................................................................... 2 Item 3 – Table of Contents ........................................................................................................................ 3 Item 4 – Services, Fees, and Compensation ............................................................................................. 3 Item 5 – Account Requirements and Types of Clients ............................................................................ 10 Item 6 – Portfolio Manager Selection and Evaluation .............................................................................. 10 Item 7 – Client Information Provided to Portfolio Managers .................................................................... 16 Item 8 – Client Contact With Portfolio Managers ..................................................................................... 17 Item 9 – Additional Information ................................................................................................................ 17 Item 4 – Services, Fees, and Compensation Phillips and Company Advisors, LLC (“Phillips Advisors,” “firm,” “we, “us,” and “our”) is a Delaware limited liability company registered as an investment advisor with the United States Securities and Exchange Commission (“SEC”) since October 2011. Prior to that time, beginning in 2004, the personnel of Phillips Advisors conducted investment advisory business through Phillips & Company Securities, Inc. (“Phillips & Company”) in its former capacity as a registered investment advisor. In October 2011, we formed Phillips Advisors and registered the new company as an investment advisor with the SEC. Timothy C. Phillips is the Chief Executive Officer and majority owner of the firm. None of the minority owners of the firm holds more than a five percent (5.00%) ownership interest in the firm. Our principal offices are located in Portland, Oregon. The information contained in this wrap fee brochure describes the ongoing and continuous investment supervisory services provided to clients under the Investor Advantage Program (“Program”) sponsored by Phillips Advisors and for other Wrap Fee Managed Portfolios where Phillips Advisors provides ongoing and continuous investment supervisory services. Only investment advisor representatives of Phillips Advisors may serve as portfolio managers in the Program. Therefore, participants in the Program must be advisory clients of Phillips Advisors. A description of how we tailor Program services to the needs of our clients is below. As used throughout this wrap fee brochure, the words “you,” “your,” and “client” refer to you as either a client or prospective client of our firm. We act in a fiduciary capacity and will only recommend investments to you when we believe them to be in your best interests and in line with your unique financial needs, objectives, and limitations. The investment advisory services of Phillips Advisors under the Program will be provided to you through an appropriately licensed and qualified individual who is an investment advisor representative of Phillips Advisors (referred to as your investment advisor representative throughout this wrap fee brochure). Your investment advisor representative is limited to providing the services and charging investment advisory fees in accordance with the descriptions detailed in this wrap fee brochure. However, the exact services you receive and the fees you will be charged will be specified in your advisory services agreement. As the Program sponsor, we offer an extensive range of investment advisory services through the Program. These services may include:  assessment of the client’s investment needs and objectives;  development of an asset allocation strategy designed to meet the client’s objectives;  recommendations on suitable style allocations;  identification of appropriate investments and investment vehicles suitable given the client’s goals; Phillips and Company Advisors, LLC Page 3 Wrap Fee Brochure   evaluation of investments meeting style and allocation criteria;  review of client accounts to ensure adherence to policy guidelines and asset allocation;  recommendations for account rebalancing, if necessary;  online and paper reporting of client account(s) performance and progress; and  fully integrated back office support systems to advisors, including custody, trade execution, and confirmation and statement generation, through Schwab. We provide some or all of the above referenced investment advisory services. Though all of the above referenced services may be offered, services offered are based on the type of account and your individual situation. We will meet with you and gather information necessary for us to obtain an understanding of your unique financial situation and investment objectives and manage your Program account(s) accordingly. At least quarterly, you will be instructed to notify us whether your financial situation or investment objectives have changed or if you want to impose and/or modify any restrictions on our management of your Program account(s). At least annually, your investment advisor representative will contact you to determine whether your financial situation or investment objectives have changed or if you want to impose and/or modify any restrictions on the management of your accounts. Your investment advisor representative shall remain reasonably available to consult with you relative to the status of your Program account(s) at any time. You have the ability to impose reasonable restrictions on the management of your accounts, including the ability to instruct us not to purchase certain securities. A separate account is maintained for you at an independent qualified custodian (e.g., a broker-dealer, bank, or trust company) and you will retain right of ownership of the account (e.g., the right to withdraw securities or cash, exercise or delegate proxy voting, and to receive transaction confirmations). Upon establishment of a Program account, your investment advisor representative will be granted trading authorization over your account. Program accounts are managed on a discretionary basis. This authority allows us to determine the type of securities and the amount of securities that can be bought or sold for the client portfolio without obtaining the client’s consent for each transaction. Suitability and Investment Strategy Your investment advisor representative will work with you to determine your objective(s), investment strategy, and investment suitability, prior and subsequent to opening a Program account. You must promptly contact your investment advisor representative to advise us of any changes to your investment objective(s) and/or financial situation. Client portfolios developed through the Program may be constructed by your investment advisor representative or may be developed by the Phillips Investment Committee. We will agree, in writing, to a particular investment portfolio. Numerous model portfolios are developed by the Phillips Investment Committee at any one time, but generally speaking, portfolios will be designed based on the following objectives: Current Income, Growth & Income, Conservative Growth, Moderate Growth, and Growth. Depending on your individual needs, investment recommendations will be made in, but not necessarily limited to, no-load mutual funds, funds at NAV, equity positions, fixed income positions, municipal securities and U.S. government securities. Our advisory services are always provided based on your individual needs. This means, for example, that when we provide asset management services, you are given the ability to impose restrictions on the accounts we manage for you, including specific investment selections and sectors. We work with you on a one-on-one basis through interviews and questionnaires to determine your investment objectives and suitability information. Phillips and Company Advisors, LLC Page 4 Wrap Fee Brochure  We will not enter into an investment advisor relationship with a prospective client whose investment objectives may be considered incompatible with our investment philosophy or strategies or where the prospective client seeks to impose unduly restrictive investment guidelines. Brokerage, Clearing, and Custody Custodial and trade execution arrangements available under the Program are described below. In general, Program accounts engage the custodial and trade execution services of one or more of the broker-dealer firms discussed below. Charles Schwab and Company, Inc. Program accounts utilize the custodial and trade execution services of Charles Schwab & Company, Inc. (“Schwab”). Schwab is an SEC registered broker-dealer and member of the Financial Industry Regulatory Authority (“FINRA”) and the Securities Investors Protection Corporation (“SIPC”). We are not affiliated with Schwab and Schwab does not monitor or control the activities of our firm or its personnel. Schwab will act solely as a custodian and/or broker-dealer and not as your investment advisor. They will hold your assets in your name in a brokerage account or accounts and buy and sell securities and execute other transactions when instructed to do so by you or the firm. We are not required to select the broker or dealer that charges the lowest transaction cost, even if that broker provides execution quality comparable to other brokers or dealers. Although we are not required to execute all trades through Schwab, we have determined that having Schwab execute most trades is consistent with our duty to seek "best execution" of your trades. Best execution means the most favorable terms for a transaction based on all relevant factors, including a broker’s execution capability; commission rates; financial responsibility; responsiveness and customer service; custodial capabilities; research services/ancillary brokerage services provided; and other factors that we consider relevant. Schwab Advisor Services™ is Schwab’s business serving independent investment advisory firms like Phillips Advisors. They provide us and our clients with access to institutional brokerage – trading, custody, reporting, and related services – many of which are not typically available to Schwab retail customers. Schwab also makes available to Phillips Advisors various support services. Some of those services help us manage or administer our clients’ accounts; while others help us manage and grow our business. Schwab’s support services generally are available on an unsolicited basis (we do not have to request them) and at no charge to us. Below is a more detailed description of the support services made available to us by Schwab. Services That Benefit Clients. Schwab’s institutional brokerage services include access to a broad range of investment products, execution of securities transactions, and custody of client assets. The investment products available through Schwab include some to which Phillips Advisors might not otherwise have access or that would require a significantly higher minimum initial investment by our clients. Schwab’s services described in this paragraph generally benefit clients and their accounts. Services That May Not Directly Benefit Clients. Schwab also makes available to Phillips Advisors other products and services that benefit us but may not directly benefit our clients. These products and services assist us in managing and administering our clients’ accounts. They include investment research, both Schwab’s own and that of third-parties. We may use this research to service all or a substantial number of our clients’ accounts, including accounts not maintained at Schwab. In addition to investment research, Schwab also makes available software and other technology that provides access to client account data (such as duplicate trade confirmations and account statements); facilitates trade execution; provides pricing and other market data; facilitates payment of our advisory fees from our clients’ accounts; and assists us with back-office functions, recordkeeping, and client reporting. Services That Generally Benefit Only Us. Schwab also offers other services intended to help us manage and further develop our business enterprise. These services include access to educational conferences and events; consulting on technology, compliance, legal, and business needs; access to publications and Phillips and Company Advisors, LLC Page 5 Wrap Fee Brochure  conferences on practice management and business succession; and access to employee benefits providers, human capital consultants, and insurance providers. Schwab may provide some of the above services itself. In other cases, it will arrange for third-party vendors to provide the services to us. Schwab may discount or waive its fees for some or all of these services. The research and brokerage services provided to Phillips Advisors by Schwab qualify for the safe harbor exemption defined in Section 28(e) of the Exchange Act. The aforementioned research and brokerage services are generally used by Phillips Advisors to manage accounts for which Phillips Advisors has trading authority at Schwab. Without these arrangements, Phillips Advisors might be compelled to purchase the same or similar services at its own expense. As part of our fiduciary duty to clients, Phillips Advisors endeavors at all times to put the interests of our clients first. Clients should be aware, however, that the receipt of economic benefits by our firm and/or our associated persons creates a conflict of interest and indirectly influences our recommendation of Schwab to clients. Phillips Advisors examined this potential conflict of interest in choosing to recommend Schwab and has determined that the recommendation of Schwab is in the best interests of our clients and satisfies our fiduciary obligations, including our duty to seek best execution. If the client selects a custodian other than those we recommend (i.e., Schwab) for execution of transactions (i.e., client directed brokerage), you are advised that we may be unable to seek best execution of your transactions and the costs you will incur may be higher than those charged by the firms we recommend. For example, in a directed brokerage account, you may pay higher brokerage commissions and/or receive less favorable prices on the underlying securities purchased or sold for your account because we may not be able to aggregate your order with the orders of other clients. In addition, where you direct brokerage, we may place orders for your transactions after we place transactions for clients using Schwab. We reserve the right to reject your request to use a particular custodian if such selection would frustrate our management of your account, or for any other reason. A full description of our brokerage practices, including a description of certain benefits we receive from Schwab in connection with our recommendation of their services to clients and the conflict of interest this creates with clients can be found at Item 12 and Item 14 of our firm brochure. Our firm examined the above conflicts of interest when we chose to enter into our relationships with Schwab and we have determined that this relationship is in the best interest of our clients and satisfies our client obligations, including our duty to seek best execution. Clients should carefully consider this information when selecting a custodian for their account. Aggregation of Client Orders Transactions implemented for Program accounts are generally effected on an aggregated basis. This means we purchase or sell the same securities for several clients at approximately the same time. This process is also referred to as batch trading or block trading. When Phillips Advisors aggregates client orders, the allocation of securities among client accounts will be done on a fair and equitable basis. Typically, the process of aggregating client orders is done in order to achieve better execution, to negotiate more favorable commission rates or to allocate orders among clients on a more equitable basis in order to avoid differences in prices and transaction fees or other transaction costs that might be obtained when orders are placed independently. Under this procedure, transactions will be averaged as to price and will be allocated among Phillips Advisors clients in proportion to the purchase and sale orders placed by Phillips Advisors for each client account on any given day. When Phillips Advisors determines to aggregate client orders for the purchase or sale of securities, including securities in which an associated person of Phillips Advisors may invest, Phillips Advisors will do so in accordance with the parameters set forth in the SEC No-Action Letter, SMC Capital, Inc. It should be noted that Phillips Advisors does not receive any additional compensation or remuneration as a result of aggregation. Phillips and Company Advisors, LLC Page 6 Wrap Fee Brochure  Trade Error Policy Phillips Advisors has implemented procedures designed to prevent trade errors; however, trade errors in client accounts cannot always be avoided. It is the policy of the firm to correct trade errors in a manner that is in the best interest of the client. In cases where the client causes the trade error, the client will be responsible for any loss resulting from the correction but will not receive any gains generated as a result of the error correction. In all situations where the client does not cause the trade error, the client will be made whole and any loss resulting from the trade error will be absorbed by Phillips Advisors. However, Phillips Advisors will maintain gains that may result from correcting a trade error and in some instances may use such gains to offset overall losses Phillips incurs from trading errors. Custody All client funds and securities on which we advise are held in accounts titled in the client’s name maintained by an independent qualified custodian or transfer agent (typically, Schwab). For wealth management clients, the custodian will be authorized to execute trades within the client’s account upon our instructions, acting within the scope of the authority granted to us in our written advisory agreement with the client and the custodian’s account opening documentation. Where we directly debit our advisory fees from your account held at the custodian or transfer agent, the custodian or transfer agent will independently send you an account statement at least quarterly identifying the amount of funds and each security in your account at the end of the period and setting forth all transactions in your account during the period, including the amount of any fees paid to us. Your custodian/transfer agent is not responsible for verifying the accuracy of our fee calculations. Therefore, we encourage you to review the custodian’s/transfer agent’s account statements carefully upon receipt. If you believe our fees have been miscalculated or if you have any other questions related to your account, you should contact us immediately at the phone number listed on the cover page of this brochure. As a matter of administrative convenience and at the firm’s discretion, advisory clients may be offered to option to execute standing letters of authorization (“SLOAs”) which authorize Phillips Advisors to disburse client funds to a specific third-party payees designated in writing by the client. In these circumstances, our protocol to assure the proper handling of client funds is to require that: 1. The client provides a written, signed instruction to the qualified custodian that includes the third- party payee’s name and address or account number at a custodian; 2. The client authorizes Phillips Advisors in writing to direct transfers to the named third-party payee or payees either on a specified schedule or from time-to-time; 3. The client’s qualified custodian verifies the client’s authorization and provides a transfer of funds notice to the client promptly after each transfer; 4. The client can terminate or change the instruction at any time on notice to the custodian; 5. Phillips Advisors has no authority or ability to designate or change the identity, address, or other information of the designates third-party payee or payees in the instruction; 6. Phillips Advisors maintains records showing that the designated third-party payee or payees is/are not a related party of the firm or located at the same address as the firm; and 7. The client’s qualified custodian sends the client, in writing, an initial notice confirming the instruction and an annual notice reconfirming the instruction. Program Fees As a participant in the Program, you will pay an annualized asset-based fee (“Program Fee”) which includes all fees and charges for the advisory services, selected Managers, and all applicable brokerage charges. Therefore, you are not charged transaction fees separately from the Program Fee. Specifically, the Program Fee will cover all commissions, prime broker fees, and any other transaction fees relating to the execution of securities transactions within Program accounts. Phillips and Company Advisors, LLC Page 7 Wrap Fee Brochure  The Program Fee will be payable quarterly in advance. The first payment is due upon the later of opening an account or executing a client agreement and will be assessed on a pro rata basis in the event an agreement is executed at any time other than the first day of the billing cycle. All subsequent payments will be assessed accordingly. Fees are negotiable and will depend on factors such as, but not limited to, the amount of assets under management, the number of accounts established, the complexity of the client’s financial situation, and the investment advisor representative. The following is a sample fee schedule provided for illustrative purposes. The exact fee charged to a client will be detailed in the Phillips Advisors – Wrap Fee Program Agreement. Assets Under Management < $2,000,000 $2,000,000 - $3,000,000 $3,000,000 - $5,000,000 > $5,000,000 Annual Fee Not to Exceed 1.95% (195 basis points) 1.40% (140 basis points) 1.25% (125 basis points) 1.05% (105 basis points) The maximum annual fee charged a Program account shall not exceed 1.95%. For Wrap Fee accounts custodied with Charles Schwab as the broker dealer, Phillips Advisors will retain for portfolio management and other wrap program costs, 10 basis points for Investor Advantage portfolios and 20 basis points for other wrap fee portfolios it manages. Fees are generally deducted directly from your brokerage account. Clients must provide written authorization to have fees deducted from the account. At our discretion, you may pay fees directly via invoice. For clients that pay directly, payment is due upon receipt of the billing invoice. The custodian selected for your account will send client brokerage account statements, at least quarterly, showing all disbursements for the account including the amount of the advisory fee, when deducted directly from the account. Our wrap fee is not based directly on the number of transactions in your account. Various factors influence the relative cost of the Program to you, including the cost of our investment advice, custody, and brokerage services if you purchased them separately, the types of investments held in your account, and the frequency, type, and size of trades in your account. The Program may cost more or less than purchasing such advisory and execution services separately. As disclosed in this section, we receive compensation as a result of a client’s participation in Program. Therefore, we have a financial incentive to recommend the Program over other programs or services. The amount of our compensation may be more than what you would receive if you participated in programs sponsored by other financial firms or paid separately for investment advice, brokerage, and other services. Thematic SMA Portfolios – Phillips Advisors offers focused portfolios built around powerful, long- term macro themes: Artificial Intelligence, Luxury & Entertainment, American Manufacturing, and Emerging Industries. Each SMA theme targets public companies leading change in their respective fields, giving investors access to the engines of global transformation. These SMAs are managed directly by Phillips & Co, representing proprietary strategies designed to align with our research and outlook. AI & Data Center SMA:  The goal of this thematic SMA is to provide targeted exposure to high-growth companies leading innovation in Artificial Intelligence (AI), cloud computing, and data infrastructure. These sectors are critical drivers of the digital economy, with AI transforming industries and data centers underpinning the cloud infrastructure that enables this transformation. Phillips and Company Advisors, LLC Page 8 Wrap Fee Brochure  Luxury & Entertainment SMA:  The goal of this thematic SMA is to provide targeted exposure to a mix of high-growth and value companies leading innovation in the luxury goods and entertainment industries. American Manufacturing SMA:  This American Manufacturing SMA aims to provide targeted exposure to high-quality, resilient companies within the U.S. manufacturing sector, focusing on those with strong financial performance, operational efficiency, and competitive advantages. By investing in top-tier U.S. manufacturers, the SMA seeks to capitalize on long-term growth opportunities driven by innovations in automation, sustainability, and supply chain optimization. Emerging Industries SMA:  The Small & Mid Cap Growth SMA seeks to capitalize on emerging macroeconomic trends and high-revenue growth potential, focusing on speculative, high-volatility stocks with significant growth opportunities. By embracing volatility, the SMA targets companies in rapidly growing sectors, where innovation and market disruption drive long-term capital appreciation. The Thematic SMA program is a discretionary wrap-fee program. A discretionary investment advisory account is an account where buy and sell decisions are made by a program manager. The term "discretionary" refers to the fact that investment decisions are made at the program manager’s discretion. The Program’s annual management fee is not negotiable and is 100 basis points (1.00%). The Program also has a 10% performance-based incentive fee on net gains which is in addition to the 100 basis points (1.00%) management program fee. Conflicts of Interest Related to Wrap Fees The benefits a client may experience under our wrap fee program depend, in part, upon the size of the account, the costs associated with managing your account, and the frequency and/or type of securities transactions executed in the account. For example, a wrap fee program may not be suitable for all accounts, including but not limited to accounts holding primarily, and for any substantial period of time, cash or cash equivalent investments, fixed income securities, or no-transaction-fee mutual funds, or any other type of security that can be traded without commissions or other transaction fees. In order to evaluate whether the Program is appropriate for you, you should compare our wrap fee and any other costs associated with participating in the program with the amounts that would be charged to you for a similar suite of services by other investment advisors, broker-dealers, and custodians if advisory fees, brokerage and execution costs, and custodial services were to be charged to you separately. When managing a client’s account on a wrap fee basis, we are compensated for our investment advisory services with the balance of the wrap fee paid by you after certain custodial, trade execution, and other management costs incurred in your account are paid. This arrangement creates a conflict of interest, insofar as we have a financial incentive to maximize our compensation by seeking to reduce or minimize the total costs incurred in your account(s) subject to our wrap fee. For example, this arrangement creates an incentive for Phillips Advisors to trade your account less frequently and to select investments which reduce our costs. To address the foregoing conflict of interest, we manage your account in strict accordance with your investment policy statement and our ongoing fiduciary duty to you. Clients should further note that certain custodians, including those we recommend to clients, may not charge trading commissions or transaction fees in connection with the purchase of certain investments, which may include U.S. exchange listed equities, mutual funds, and exchange traded funds. We are always available to discuss the trade execution costs of the brokers we recommend so that our clients can better compare the total costs of participating in the Program. Ultimately, participation in the Program could cost you more or less than purchasing our investment advice and custody/brokerage services separately. Phillips Advisors offers ongoing investment supervisory services for an unbundled fee (i.e., where the costs of investment advice are paid separately from brokerage and custodial fees) under its Phillips and Company Advisors, LLC Page 9 Wrap Fee Brochure  Concentrated Investment Management Account Services. Please see our firm brochure for more information on that program. Other Fees You may incur certain charges imposed by third parties other than Phillips Advisors in connection with investments made through the account, including but not limited to, mutual fund sales loads, surrender charges, and IRA and qualified retirement plan fees charged by Schwab, a product sponsor or other third party. Our Program fees are separate and distinct from the fees and expenses charged by investment company securities that may be recommended to clients. A description of these fees and expenses are available in each investment company security’s prospectus. Additional Compensation, Economic and Non-Economic Benefits Through our relationships with Schwab, we receive economic and non-economic benefits. These benefits include, but are not necessarily limited to, the following: receipt of duplicate client confirmations and bundled duplicate statements; access to a trading desk; access to block trading which provides the ability to aggregate securities transactions and allocate the appropriate the shares to client accounts; the ability to have investment advisory fees deducted directly from client accounts; access to an electronic communications network for client order entry and account information. Termination of Services You or Phillips Advisors may terminate Program services at any time, for any reason upon receipt of written notice to the other party. Services will be terminated without penalty, and you will receive a pro- rated refund based on the amount of time remaining in the period. We will cooperate fully in any requests to deliver funds and securities held in Program accounts to another custodian. Schwab may charge an Account Transfer fee, which is detailed in the Phillips Advisors Fee Schedule and/or their account opening documents. Transactions in a closed account are subject to normal brokerage rates applied by Schwab. Termination of services will not affect the liabilities or obligations of the parties arising out of transactions initiated prior to termination. Item 5 – Account Requirements and Types of Clients We typically provide investment advice to individuals, high net worth individuals, trusts, estates, charitable organizations, and corporations and other business entities. To become a Program participant, you must execute a written program agreement (the Phillips Advisors Wrap Fee Program Agreement). In addition, you will be required to establish a brokerage account through Schwab by completing their account opening documentation. Phillips Advisors does not have minimum investment amounts or conditions required for establishing an account managed by Phillips Advisors except on the Thematic SMA program accounts. Accounts enrolled in the Thematic SMA program have a minimum investment requirement of $50,000 to $100,000 depending on the program selected. Item 6 – Portfolio Manager Selection and Evaluation The Investor Advantage Program and other Wrap Fee Portfolios where Phillips Advisors serves as the investment manager, and therefore does not allow investment advisor representatives or clients to utilize portfolio managers that are not associated with Phillips Advisors for those portfolios. In other words, the only portfolio managers selected for managing client assets within those strategies in the Program are investment advisor representatives or employees of Phillips Advisors. Therefore, conflicts of interest present in other wrap-fee programs that make available both affiliated and unaffiliated portfolio managers are not present in these Program portfolios. Phillips and Company Advisors, LLC Page 10 Wrap Fee Brochure  For other portfolios offered through Phillips Advisors Wrap Fee Program, our firm conducts a rigorous due diligence process to select portfolio managers, considering factors such as their investment track record, team expertise, risk management practices, and alignment with our client's investment objectives. We regularly review and monitor the performance of these managers to ensure they continue to meet our standards. General Description of Other Advisory Services Detailed descriptions of our services other than the Program are provided in our Form ADV Part 2A - Firm Brochure. Concentrated Investment Management Account Services We offer another asset management program outside of the Investor Advantage Program. Through our Concentrated Investment Management Account Services, we provide clients with continuous and on- going supervision over client accounts. This program is set up on a non-wrap fee basis and is described in our firm brochure. Please contact us at the telephone number found on the cover page of this wrap fee brochure if you would like to receive a copy of our firm brochure free of charge. Pension Consulting Services We provide several advisory services for corporate retirement plans, separately or in combination. While the primary clients for these services will be pension, profit sharing, and 401(k) plans, Phillips Advisors will also offer these services, where appropriate, to individual participants. This program is described in our firm brochure. Please contact us at the telephone number found on the cover page of this wrap fee brochure if you would like to receive a copy of our firm brochure free of charge. Account and Portfolio Consultations We offer financial and investment consultations on accounts not managed or maintained by us. Only accounts in which we are not “Investment Advisor” of record on the account are eligible for this service. Accounts are reviewed based upon your specific needs and desires for future financial goals and/or objectives. General or specific recommendations are provided to the client by Phillips Advisors. The service provides continuous and regular consultations provided on a quarterly or more frequent basis. Through this service, we will not have any authority or responsibility to implement our recommendations. All final decisions to accept our advice and implement our advice are the responsibility of the client. If you have accounts reviewed by our firm and are unable to implement our investment recommendations, it is important to notify us so that we can properly adjust future recommendations. This program is described in our firm brochure. Please contact us at the telephone number found on the cover page of this wrap fee brochure if you would like to receive a copy of our firm brochure free of charge. Advice on Certain Types of Investments Phillips Advisors provides investment advice on the following types of investments:  mutual funds;  exchange traded funds (“ETFs”);  exchange-listed securities;  certificates of deposit;  municipal securities;  U.S. government securities;  foreign issues;  warrants;  corporate debt securities;  commercial paper;  options; and  Interests in partnerships investing in real estate, partnerships investing in oil and gas interests, Phillips and Company Advisors, LLC Page 11 Wrap Fee Brochure  securities properly exempted from registration, and hedge funds. Such investments are often illiquid, which means that the investments can be difficult to trade and consequently limits a client's ability to dispose of such investments in a timely manner and at an advantageous price. Additionally, such investments may not have registered pursuant to the Securities Act of 1933, and therefore the client will need to complete a subscription agreement showing the client is an "accredited" investor (as defined by applicable law and rules and regulations) and acknowledge that he or she has read and understands the private placement memorandum and is aware of the various risk factors associated with such an investment. It is not our typical investment strategy to attempt to time the market, but we may increase cash holdings modestly as deemed appropriate based on your risk tolerance and our expectations of market behavior. We may modify our investment strategy to accommodate special situations such as low basis stock, stock options, legacy holdings, inheritances, closely held businesses, collectibles, or special tax situations. Participation in Wrap Fee Programs As thoroughly discussed in this wrap fee brochure, Phillips Advisors provides ongoing and continuous asset management services through our Investor Advantage Program which is a wrap-fee program. Under a wrap fee program, advisory services and transaction services are provided for one fee. This is different from non-wrap fee management programs whereby an investment advisory firm’s services are provided for a fee, but transaction costs are billed separately on a per-transaction basis. Our Concentrated Investment Management Services program is an example of such a “non-wrap” fee program. Performance-Based Fees and Side-By-Side Management Select investors, meeting eligibility requirements, and electing to participate in specific strategies offered will also have a Performance-Based Fee included in their investment management agreement. The conditions relating to such performance fees are:  Performance Fee: In addition to the Advisory Fee, some accounts will be charged ten percent (10%) of the growth in the account balance.  The initial quarter end Performance Fee will be based upon the growth from the initial amount deposited.  Any subsequent Performance Fee will be measured from and paid only on the growth from the highest historical quarter-end balance (the value upon which the prior performance fee was based (high-water mark)).  If any quarter end balance is less than the highest historical quarter-end balance (high-water mark), there will be no performance fee assessed for that period.  If the quarter end balance exceeds the existing high-water mark, the performance fee is 10% of the gain over the existing high-water mark. This will also establish a new high-water mark.  In performing the calculation to determine the growth in the account, the high-water mark balance will be adjusted for any Client contributions or withdrawals but will not be adjusted down by any advisory or performance fees charged.  Although investment management fees are calculated in advance, performance fees ae calculated and charged in arrears on a quarterly basis. Unless the Client instructs otherwise, the custodian debits the Client’s account for the fees and costs, including the fees to the Advisor, and remits the fees to the respective parties accordingly. In addition to the aforementioned, there may be other costs assessed which are not included in the advisory fee arrangement, such as dealer management and operating expenses of ETF’s and mutual funds, costs associated with the purchase and sale of certain mutual funds, electronic fund and wire transfers, fees imposed on cash management accounts, trust services charges, and other charges mandated by law. Further, interest will normally be charged on a debit balance in a Client account, the custodian will credit any dividends or interest to the account. Phillips and Company Advisors, LLC Page 12 Wrap Fee Brochure  As we are responsible for managing portfolios that are both subject and not subject to performance fees, there is an inherent conflict of interest to favor accounts that pay performance-based fees. We mitigate these risks through portfolio design, (i.e., the performance-based portfolios have different objectives, and therefore different investments, versus the non-performance-based portfolios). Also, we utilize aggregation of orders with average price executions across accounts to avoid favoring certain accounts versus others. Client Assets Managed by Phillips Advisors The amount of clients' assets managed by Phillips Advisors totaled $2,276,351,775 on December 31, 2025. Of that amount, $1,073,652,383 is managed on a discretionary basis and $1,202,699,392 is managed on a non-discretionary basis. Methods of Analysis Phillips Advisors uses the following methods of analysis in formulating investment advice: Cyclical Analysis – This method analyzes the investments sensitive to business cycles and whose performance is strongly tied to the overall economy. For example, cyclical companies tend to make products or provide services that are in lower demand during downturns in the economy and in higher demand during upswings. Examples include the automobile, steel, and housing industries. The stock price of a cyclical company will often rise just before an economic upturn begins, and fall just before a downturn begins. Investors in cyclical stocks try to make the largest gains by buying the stock at the bottom of a business cycle, just before a turnaround begins. While most economists and investors agree that there are cycles in the economy that need to be respected, the duration of such cycles is generally unknown. An investment decision to buy at the bottom of a business cycle may actually turn out to be a trade that occurs before or after the bottom of the cycle. If done before the bottom, then downside price action can result prior to any gains. If done after the bottom, then some upside price action may be missed. Similarly, a sell decision meant to occur at the top of a cycle may result in missed opportunity or unrealized losses. Fundamental Analysis – This is a method of evaluating a security by attempting to measure its intrinsic value by examining related economic, financial and other qualitative and quantitative factors. Fundamental analysts attempt to study everything that can affect the security's value, including macroeconomic factors (like the overall economy and industry conditions) and individually specific factors (like the financial condition and management of a company). The end goal of performing fundamental analysis is to produce a value that an investor can compare with the security's current price in hopes of figuring out what sort of position to take with that security (underpriced = buy, overpriced = sell or short). Fundamental analysis is considered to be the opposite of technical analysis. Fundamental analysis is about using real data to evaluate a security's value. Although most analysts use fundamental analysis to value stocks, this method of valuation can be used for just about any type of security. The risk associated with fundamental analysis is that it is somewhat subjective. While a quantitative approach is possible, fundamental analysis usually entails a qualitative assessment of how market forces interact with one another in their impact on the investment in question. It is possible for those market forces to point in different directions, thus necessitating an interpretation of which forces will be dominant. This interpretation may be wrong and could therefore lead to an unfavorable investment decision. Technical Analysis – This is a method of evaluating securities by analyzing statistics generated by market activity, such as past prices and volume. Technical analysts do not attempt to measure a security's intrinsic value, but instead use charts and other tools to identify patterns that can suggest future activity. Technical analysts believe that the historical performance of stocks and markets are indications of future performance. Technical analysis is even more subjective than fundamental analysis in that it relies on proper interpretation of a given security’s price and trading volume data. A decision might be made based on a Phillips and Company Advisors, LLC Page 13 Wrap Fee Brochure  historical move in a certain direction that was accompanied by heavy volume; however, that heavy volume may only be heavy relative to past volume for the security in question, but not compared to the future trading volume. Therefore, there is the risk of a trading decision being made incorrectly, since future trading volume is an unknown. Technical analysis is also done through observation of various market sentiment readings, many of which are quantitative. Market sentiment gauges the relative degree of bullishness and bearishness in a given security, and a contrarian investor utilizes such sentiment advantageously. When most traders are bullish, then there are very few traders left in a position to buy the security in question, so it becomes advantageous to sell it ahead of the crowd. When most traders are bearish, then there are very few traders left in a position to sell the security in question, so it becomes advantageous to buy it ahead of the crowd. The risk in utilization of such sentiment technical measures is that a very bullish reading can always become more bullish, resulting in lost opportunity if the money manager chooses to act upon the bullish signal by selling out of a position. The reverse is also true in that a bearish reading of sentiment can always become more bearish, which may result in a premature purchase of a security. Investment Strategies We use the following investment strategies when managing client assets and/or providing investment advice: Long-Term Purchases – We may recommend a long term, passive, “buy and hold” approach to investing client assets. In this type of investment strategy, we suggest the purchase of securities with the idea of holding them in a portfolio for a year or longer. Typically, we employ this strategy when (1) we believe the securities to be currently undervalued, and/or (2) we want the portfolio to have exposure to a particular asset class over time, regardless of the current projection for this class. A risk in a long-term purchase strategy is that by holding the security for this length of time, we may not take advantage of short-term gains that could be profitable to a client. Moreover, if our predictions are incorrect, a security may decline sharply in value before we make the recommendation to sell. Short-Term Purchases – When utilizing this strategy, we may suggest the purchase of securities with the idea of selling them within a relatively short time (typically a year or less). We do this in an attempt to take advantage of conditions that we believe will soon result in a price swing in the securities we recommend for purchase. A short-term purchase strategy poses risks should the anticipated price swing not materialize; we are then left with the option of having a long-term investment in a security that was designed to be a short- term purchase, or potentially taking a loss. In addition, this strategy involves more frequent trading than does a longer-term strategy and will result in increased brokerage and other transaction-related costs, as well as less favorable tax treatment of short-term capital gains. Trading – A trading program rather than an investment program may not be suitable for all clients. “Trading” refers to purchasing and selling securities on a short-term basis with the intention of achieving quick profits. Trading is, by definition, a form of speculating as distinguished from investing. A trading strategy poses risks should the anticipated price swing not materialize; we are then left with the option of having a long-term investment in a security that was designed to be a short-term purchase, or potentially taking a loss. In addition, this strategy involves more frequent trading than does a longer-term strategy and will result in increased brokerage and other transaction-related costs, as well as less favorable tax treatment of short-term capital gains. For these reasons, we will use trading strategies only in client accounts we believe will benefit from the strategy and which can assume the increased risk of loss. Margin Transactions – When an investor buys a stock on margin, the investor pays for part of the purchase and borrows the rest of the purchase price from a brokerage firm. For example, an investor Phillips and Company Advisors, LLC Page 14 Wrap Fee Brochure  may buy $5,000 worth of stock in a margin account by paying for $2,500 and borrowing $2,500 from a brokerage firm. Clients cannot borrow stock from Phillips Advisors. Risk of Loss Past performance is not indicative of future results. Therefore, you should never assume that future performance of any specific investment or investment strategy will be profitable. Investing in securities (including stocks, mutual funds, and bonds, etc.) involves risk of loss. Further, depending on the different types of investments there may be varying degrees of risk. You should be prepared to bear investment loss including loss of original principal. Because of the inherent risk of loss associated with investing, our firm is unable to represent, guarantee, or even imply that our services and methods of analysis can or will predict future results, successfully identify market tops or bottoms, or insulate you from losses due to market corrections or declines. There are certain additional risks associated with investing in securities through our investment management program, as described below: Market Risk – Either the stock market as a whole, or the value of an individual company, goes down resulting in a decrease in the value of client investments. This is also referred to as systemic risk. Equity (stock) Market Risk – Common stocks are susceptible to general stock market fluctuations and to volatile increases and decreases in value as market confidence in and perceptions of their issuers change. If you held common stock, or common stock equivalents, of any given issuer, you would generally be exposed to greater risk than if you held preferred stocks and debt obligations of the issuer. Company Risk – When investing in stock positions, there is always a certain level of company or industry specific risk that is inherent in each investment. This is also referred to as unsystematic risk and can be reduced through appropriate diversification. There is the risk that the company will perform poorly or have its value reduced based on factors specific to the company or its industry. For example, if a company’s employees go on strike or the company receives unfavorable media attention for its actions, the value of the company may be reduced. Fixed Income Risk – When investing in bonds, there is the risk that the issuer will default on the bond and be unable to make payments. Further, individuals who depend on set amounts of periodically paid income face the risk that inflation will erode their spending power. Fixed-income investors receive set, regular payments that face the same inflation risk. Options Risk – Options on securities may be subject to greater fluctuations in value than an investment in the underlying securities. Purchasing and writing put and call options are highly specialized activities and entail greater than ordinary investment risks. ETF and Mutual Fund Risk – When investing in an ETF or mutual fund, you will bear additional expenses based on your pro rata share of the ETF’s or mutual fund’s operating expenses, including the potential duplication of management fees. The risk of owning an ETF or mutual fund generally reflects the risks of owning the underlying securities the ETF or mutual fund holds. You will also incur brokerage costs when purchasing ETFs. Management Risk – Your investment with our firm varies with the success and failure of our investment strategies, research, analysis and determination of portfolio securities. If our investment strategies do not produce the expected returns, the value of the investment will decrease. Margin Risk - When you purchase securities, you may pay for the securities in full or borrow part of the purchase price from your account custodian or clearing firm. If you intended to borrow funds in connection with your Account, you will be required to open a margin account, which will be carried by the clearing firm. The securities purchased in such an account are the clearing firm’s collateral for its loan to you. Phillips and Company Advisors, LLC Page 15 Wrap Fee Brochure  If those securities in a margin account decline in value, the value of the collateral supporting this loan also declines, and as a result, the brokerage firm is required to take action in order to maintain the necessary level of equity in your account. The brokerage firm may issue a margin call and/or sell other assets in your account. Investing in securities involves risk of loss that clients should be prepared to bear. It is important that you fully understand the risks involved in trading securities on margin, which are applicable to any margin account that you may maintain, including any margin account that may be established as part of the agreement established between you and Phillips Advisors and held by the account custodian or clearing firm. These risks include the following:  You can lose more funds than you deposit in your margin account.  The account custodian or clearing firm can force the sale of securities or other assets in your account.  The account custodian or clearing firm can sell your securities or other assets without contacting you.  You are not entitled to choose which securities or other assets in your margin account may be liquidated or sold to meet a margin call.  The account custodian or clearing firm may move securities held in your cash account to your margin account and pledge the transferred securities.  The account custodian or clearing firm can increase its “house” maintenance margin requirements at any time and they are not required to provide you advance written notice.  You are not entitled to an extension of time on a margin call. Voting Client Securities Phillips Advisors does not vote proxies on behalf of clients. We have determined that taking on the responsibilities for voting client securities does not add enough value to the services provided to you to justify the additional compliance and regulatory costs associated with voting client securities. Therefore, it is your responsibility to vote all proxies for securities held in Account. You will receive proxies directly from the qualified custodian or transfer agent; we will not provide you with the proxies. You are encouraged to read through the information provided with the proxy-voting documents and make a determination based on the information provided. Although we do not vote client proxies, if you have a question about a particular proxy feel free to contact us. However, you will have the ultimate responsibility for making all proxy-voting decisions. Legal Actions Clients retain the right under the applicable securities laws to initiate individually a lawsuit or join a class- action lawsuit against the issuer of a security that was held, purchased or sold by or for a client in the Program. We will not initiate such a legal proceeding on behalf of any client and do not provide legal advice to clients regarding potential causes of action against such a security issuer and whether its clients should join a class-action lawsuit. We recommend clients seek legal counsel prior to making a decision regarding whether to participate in such a class-action lawsuit. Our services do not include monitoring or informing its clients of any potential or actual class-action lawsuits against the issuers of the securities that were held, purchased or sold by or for any of its clients. However, upon a client's specific instruction, we may provide factual information related to the individual client's investment history in the security underlying the individual or class-action lawsuit and provide assistance with the completion of a portion of certain class-action paperwork. At no time should such assistance by our firm or our investment advisor representatives be deemed as a substitute for consulting with legal counsel. Item 7 – Client Information Provided to Portfolio Managers We are required to describe the information about you that we communicate to your portfolio manager(s), and how often or under what circumstances we provide updated information. Because only our Phillips and Company Advisors, LLC Page 16 Wrap Fee Brochure  investment advisor representatives serve as portfolio managers, investment advisor representatives or their assistants are responsible for gathering all information provided by clients. Investment advisor representatives will interview and work with clients to gather all information needed relative to their investment objectives and needs in order to provide management services through the Program. Clients need to contact their investment advisor representative whenever there are changes to their financial situation that will impact or materially influence the way Phillips Advisors manages accounts. Item 8 – Client Contact With Portfolio Managers There are no limitations on the client’s ability to contact our firm and speak with the in-house portfolio manager of their account. It is your continuing and exclusive responsibility to give us complete information and to notify us of any changes in your financial circumstances, income level, investment goals or employment status. It is the policy of Phillips Advisors to provide an “open channel” of communication between investment advisor representatives and their clients. Clients are encouraged to contact their investment advisor representative whenever they have questions about the management of their account. Item 9 – Additional Information Disciplinary Information This item is not applicable to our brochure because there are no legal or disciplinary events listed at Item 9 of the Form ADV Part 2A instructions that are material to a client’s or prospective client’s evaluation of our business or the integrity of our firm’s management personnel. Phillips Advisors is not and does not have a related person that is an investment company or other pooled investment vehicle (including a mutual fund, closed-end investment company, unit investment trust, private investment company or "hedge fund," and offshore fund), another investment advisor or financial planner, a futures commission merchant, commodity pool operator, or commodity trading advisor, a banking or thrift institution, an accountant or accounting firm, a lawyer or law firm, an insurance company or agency, a pension consultant, a real estate broker or dealer, and a sponsor or syndicator of limited partnerships. We are an independent registered investment advisor and only provide investment advisory services. We are not engaged in any other business activities and offer no other services except those described in this wrap fee brochure. However, while we do not sell products or services other than investment advice, our representatives may sell other products or provide services outside of their role as investment advisor representatives with us. Code of Ethics Summary According to the Investment Advisers Act of 1940, an investment advisor is considered a fiduciary and has a fiduciary duty to all clients. Phillips Advisors has established a Code of Ethics to comply with the requirements of Section 204(A)-1 of the Investment Advisers Act of 1940 that reflects its fiduciary obligations and those of its supervised persons. The Code of Ethics also requires compliance with federal securities laws. The Code of Ethics covers all individuals that are classified as “supervised persons”. All employees, officers, directors and investment advisor representatives are classified as supervised persons. Phillips Advisors requires its supervised persons to consistently act in your best interest in all advisory activities. Phillips Advisors imposes certain requirements on its affiliates and supervised persons to ensure that they meet the firm’s fiduciary responsibilities to you. The standard of conduct required is higher than ordinarily required and encountered in commercial business. This section is intended to provide a summary description of the Code of Ethics of Phillips Advisors. If you wish to review the Code of Ethics in its entirety, you should send us a written request and upon receipt of your request, we will promptly provide a copy of the Code of Ethics to you, without charge. Phillips and Company Advisors, LLC Page 17 Wrap Fee Brochure  Affiliate and Employee Personal Securities Transactions Disclosure Phillips Advisors or associated persons of the firm may buy or sell for their personal accounts, investment products identical to those recommended to clients. This creates a potential conflict of interest. It is the express policy of Phillips Advisors that all persons associated in any manner with our firm must place clients’ interests ahead of their own when implementing personal investments. Phillips Advisors and its associated persons will not buy or sell securities for their personal account(s) where their decision is derived, in whole or in part, by information obtained as a result of employment or association with our firm unless the information is also available to the investing public upon reasonable inquiry. We are now and will continue to be in compliance with applicable state and federal rules and regulations. To prevent conflicts of interest, we have developed written supervisory procedures that include personal investment and trading policies for our representatives, employees and their immediate family members (collectively, associated persons):  associated persons cannot prefer their own interests to that of the client;  associated persons cannot purchase or sell any security for their personal accounts prior to implementing transactions for client accounts;  associated persons cannot buy or sell securities for their personal accounts when those decisions are based on information obtained as a result of their employment, unless that information is also available to the investing public upon reasonable inquiry;  associated persons are prohibited from purchasing or selling securities of companies in which any client is deemed an “insider”;  associated persons are discouraged from conducting frequent personal trading; and  associated persons are generally prohibited from serving as board members of publicly traded companies unless an exception has been granted to the Chief Compliance Officer of Phillips Advisors. Any associated person not observing our policies is subject to sanctions up to and including termination. Account Reviews and Reviewers Account reviews are made on a regular basis during each calendar year. Account reviews will include investment strategy and objectives review and making a change if your strategy and objectives have changed. Your investment advisor representative is primarily responsible for conducting reviews of your accounts. Statements and Reports You are provided with transaction confirmation notices and regular quarterly account statements directly from the custodian selected for your Program account(S). Additionally, Phillips Advisors may provide position or performance reports to you quarterly and upon request. You are encouraged to always compare any reports or statements provided by us against the account statements delivered from your custodian. When you have questions about your account statement, you should contact your investment advisor representative. Client Referrals and Other Compensation Client Referrals Phillips Advisors does not directly or indirectly compensate any person for client referrals. Other Compensation The only compensation received from advisory services is the fees charged for providing investment advisory services as described in Item 4 of this brochure. Phillips Advisors receives no other forms of Phillips and Company Advisors, LLC Page 18 Wrap Fee Brochure  compensation in connection with providing investment advice. However, please refer to preceding sections of this brochure for additional discussion concerning other compensation. We may from time to time receive expense reimbursement for travel and/or marketing expenses from distributors of investment products. Travel expense reimbursements are typically a result of attendance at due diligence and/or investment training events hosted by product sponsors. Marketing expense reimbursements are typically the result of informal expense sharing arrangements in which product sponsors may underwrite costs incurred for marketing such as client appreciation events, advertising, publishing, and seminar expenses. Although receipt of these travel and marketing expense reimbursements are not predicated upon specific sales quotas, the product sponsor reimbursements are typically made by those sponsors for which sales have been made or for which it is anticipated sales will be made. This creates a conflict of interest in that there is an incentive to recommend certain products and investments based on the receipt of this compensation instead of what is in the best interest of our clients. We attempt to control for this conflict by always basing investment decisions on the individual needs of our clients. Financial Information Financial Condition. As an advisory firm that maintains discretionary authority for client accounts, Phillips & Co is required to disclose any financial condition that is reasonably likely to impair its ability to meet its contractual obligations. We have no such financial circumstances to report. Balance Sheet. We do not require or solicit prepayment of more than $1,200 in fees per client six months or more in advance. Therefore, we are not required to provide a balance sheet with this brochure. Bankruptcy. Phillips & Co has not been the subject of a bankruptcy petition at any time in the past. Phillips and Company Advisors, LLC Page 19 Wrap Fee Brochure 

Form ADV Part 2A – Firm Brochure Phillips and Company Advisors, LLC 521 SW 11th Ave., Suite 200 Portland, OR 97205 503-224-0858 www.phillipsandco.com Date of Disclosure Brochure: December 31, 2025 This brochure (“Brochure”) provides information about the qualifications and business practices of Phillips and Company Advisors, LLC (“Phillips Advisors” or the “Firm”). If you have any questions about the contents of this Brochure, please contact us at 503-224-0858. The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. information about Phillips Advisors is also available on the SEC’s website at Additional www.adviserinfo.sec.gov. Registration as an investment adviser does not imply a certain level of skill or training. Phillips and Company Advisors, LLC Form ADV Part 2A Disclosure Brochure pg. 1  Item 2 – Material Changes The Brochure was last updated on May 1, 2025. This section will note any material changes that may have been made since the last printed Brochure. Please note the following changes that have occurred:  The Firm now offers a Thematic SMA program listed in Section 4 of this disclosure brochure. Future Changes From time to time, Phillips Advisors may amend this Disclosure Brochure to reflect changes in its business practices, changes in regulations, and routine annual updates, as required by the securities regulators. This complete Brochure or summary of material changes, shall be provided to Clients annually, or if a material change occurs. At any time, Clients may view our current ADV Part 2A Disclosure and Wrap Fee Program Brochures online at the SEC’s Investment Adviser Public Disclosure website at: www.adviserinfo.sec.gov by searching with the Firm’s name, or by our CRD# 167214. Clients may also request a copy of the ADV Part 2A Disclosure and Wrap Fee Program Brochures, at any time, by contacting Phillips Advisors at: 503-224-0858. We will further provide Clients with a new brochure or a summary of material changes, free of charge, as necessary. Phillips and Company Advisors, LLC Form ADV Part 2A Disclosure Brochure pg. 2  Item 3 – Table of Contents Item 2 – Material Changes ............................................................................................................................ 2 Item 3 – Table of Contents ............................................................................................................................ 3 Item 4 – Advisory Business ........................................................................................................................... 3 Item 5 – Fees and Compensation .................................................................................................................. 8 Item 6 – Performance-Based Fees ............................................................................................................... 8 Item 7 – Types of Clients ............................................................................................................................... 9 Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss .......................................................... 9 Item 9 – Disciplinary Information .................................................................................................................. 12 Item 10 – Other Financial Industry Activities and Affiliations ........................................................................ 12 Item 11 – Code of Ethics, Participation in Client Transactions and Personal Trading .................................. 12 Item 12 – Brokerage Practices ..................................................................................................................... 13 Item 13 – Review of Accounts ..................................................................................................................... 16 Item 14 – Client Referrals and Other Compensation ................................................................................... 17 Item 15 – Custody ....................................................................................................................................... 17 Item 16 – Investment Discretion ................................................................................................................... 18 Item 17 – Voting Client Securities ................................................................................................................ 18 Item 18 – Financial Information .................................................................................................................... 19 Item 4 – Advisory Business Introduction Phillips Advisors is an investment adviser with its principal place of business in Portland, Oregon. The Firm is structured as a limited liability company (LLC) formed under the laws of the State of Delaware. Timothy C. Phillips is the Chief Executive Officer (CEO) and the majority owner of Phillips Advisors. Phillips Advisors has been registered with the SEC as an investment adviser since October 2011. Prior to that time, beginning in 2004, the investment advisory business was conducted through Phillips & Company Securities, Inc. (“Phillips Securities”). Description of Advisory Services Phillips Advisors provides investment advisory services to clients through the Firm’s investment adviser representatives. The Firm’s primary advisory services are described below. Investor Advantage Program - Phillips Advisors has developed and sponsors the Investor Advantage Program (also referred to as “Program”), which is a customized and individualized investment program for clients. Members of the Phillips Advisors’ investment committee are the Investor Advantage Program’s portfolio managers and provide clients with ongoing investment advice based on their individual needs. The program’s investment strategies may involve, but are not necessarily limited to, exchange traded funds (ETFs), no-load mutual funds, load or load waived mutual funds, equity positions, and fixed income positions. Phillips and Company Advisors, LLC Form ADV Part 2A Disclosure Brochure pg. 3  The Investor Advantage Program is a discretionary wrap-fee program. A Discretionary investment advisory account is an account where buy and sell decisions are made by a portfolio manager, or the Financial Professional for the client’s account. The term "discretionary" refers to the fact that investment decisions are made at the portfolio manager or Financial Professional’s discretion. The Program’s annual management fee is negotiable with each client but will not exceed 195 basis points (1.95%). The Program’s annual management fee includes a “platform fee” of 0.10% (10 basis points) to 0.20% (20 basis points) for custody, trading, reporting and billing services. Phillips Advisors will provide the exact percentage-based fee to each client based on both the nature of services to be provided and total dollar asset value of the account(s). The fee will be stated in the fee schedule which included in a Wrap Program Investment Management Agreement entered into and executed by both Phillips Advisors and the client. Management fees for client accounts are calculated and billed in advance for each period (quarterly). The Program’s fee covers Phillips Advisors’ advisory services and trade execution fees charged by the broker/dealer. Specifically, the fee will cover commissions, prime broker fees, and any other transaction fees relating to the execution of securities transactions within client accounts. Because Phillips Advisors can retain a higher portion of the overall fee, Phillips Advisors has a financial incentive for recommending the Program over other advisory programs that are offered through third- party sponsors. This section is intended as a brief summary of the Program. Clients contracting for the Program will receive a separate Investor Advantage Program Wrap Fee Brochure which provides detailed information regarding the Program. Other Wrap Fee Managed Portfolios – Phillips Advisors will serve as the investment manager for other managed portfolios on a wrap fee basis charging a Program Fee. The Program Fee includes the advisory fee, trading and execution fee, commissions, prime broker fees, reporting costs, custodial charges and any other transaction fees relating to the transactions within clients’ accounts. These accounts include a charge of 0.20% (20 basis points) for the firm’s cost of operations and management of these portfolios. The fee does not cover costs such as taxes, regulatory charges, wiring/distribution fees or other costs passed through by the custodian as outlined in the account agreement materials. Advisor Directed Investment Management Accounts Services - Phillips Advisors offers asset management services through our Advisor Directed Investment Management Accounts Services, where we provide clients with active management over specified accounts. Advisor Directed Investment Management Account Services are provided on a discretionary basis. The selected broker dealer for the account serves as qualified custodian and, as such, maintains physical custody of these accounts’ funds and securities. Phillips Advisors manages these accounts based on our clients’ financial situations, investment objectives and risk tolerance. We monitor these accounts and provide advice regarding the buying, selling, reinvesting or the holding of securities, cash or other investments. We will need to obtain certain information from you to determine your financial situation and investment objectives. You will be responsible for notifying us of any updates regarding your financial situation, risk tolerance or investment objectives and whether you wish to impose or modify existing investment restrictions; however, we will contact you at least annually to discuss any changes or updates regarding your financial situation, risk tolerance or investment objectives. We are always reasonably available to consult with you relative to the status of your Account. You have the ability to impose reasonable restrictions on the management of your accounts, including the ability to instruct us not to purchase certain securities. Phillips Advisors’ fees for its Advisor Directed Investment Management Accounts Service are based on a percentage of assets under management, billed in advance (at the start of the billing period) on a quarterly calendar basis and calculated based on the fair market value of your account as of the last business day of the previous billing period. Phillips and Company Advisors, LLC Form ADV Part 2A Disclosure Brochure pg. 4  Fees charged for our asset management services are negotiable based on the investment adviser representative providing the services, the type of client, the complexity of the client's situation, the relationship of the client with the investment adviser representative, and the total amount of assets under management for the client. Based upon the factors noted in this paragraph, our fees will adhere to the following schedule: Assets Under Management Annual Fee Not to Exceed < $2,000,000 $2,000,000 - $3,000,000 $3,000,000 - $5,000,000 > $5,000,000 1.95% (195 basis points) 1.40% (140 basis points) 1.25% (125 basis points) 1.05% (105 basis points) Services can be terminated by either party by providing written notice to the other and termination is effective 30 days from the date notice is received. During that 30-day period, we will complete any activities that were in progress when notice of termination is received but will not begin any new services without express instruction from the client. If services are terminated within five business days of signing the client agreement, services are terminated without penalty. Any prepaid but unearned fees are promptly refunded to the client at the effective date of termination. Thematic SMA Portfolios – Phillips Advisors offers focused portfolios built around powerful, long-term macro themes: Artificial Intelligence, Luxury & Entertainment, American Manufacturing, and Emerging Industries. Each SMA theme targets public companies leading change in their respective fields, giving investors access to the engines of global transformation. These SMAs are managed directly by Phillips & Co, representing proprietary strategies designed to align with our research and outlook. AI & Data Center SMA:  The goal of this thematic SMA is to provide targeted exposure to high-growth companies leading innovation in Artificial Intelligence (AI), cloud computing, and data infrastructure. These sectors are critical drivers of the digital economy, with AI transforming industries and data centers underpinning the cloud infrastructure that enables this transformation. Luxury & Entertainment SMA:  The goal of this thematic SMA is to provide targeted exposure to a mix of high-growth and value companies leading innovation in the luxury goods and entertainment industries. American Manufacturing SMA:  This American Manufacturing SMA aims to provide targeted exposure to high-quality, resilient companies within the U.S. manufacturing sector, focusing on those with strong financial performance, operational efficiency, and competitive advantages. By investing in top-tier U.S. manufacturers, the SMA seeks to capitalize on long-term growth opportunities driven by innovations in automation, sustainability, and supply chain optimization. Emerging Industries SMA:  The Small & Mid Cap Growth SMA seeks to capitalize on emerging macroeconomic trends and high-revenue growth potential, focusing on speculative, high-volatility stocks with significant growth opportunities. By embracing volatility, the SMA targets companies in rapidly growing sectors, where innovation and market disruption drive long-term capital appreciation. The Thematic SMA program is a discretionary wrap-fee program. A discretionary investment advisory account is an account where buy and sell decisions are made by a program manager. The term "discretionary" refers to the fact that investment decisions are made at the program manager’s discretion. The Program’s annual management fee is not negotiable and is 100 basis points (1.00%). The Program’s also has a 10% performance-based incentive fee on net gains which is in addition the 100 basis points (1.00%) management program fee. Pension Consulting Services – Phillips Advisors offers pension consulting services to retirement plan Phillips and Company Advisors, LLC Form ADV Part 2A Disclosure Brochure pg. 5  sponsors and to individual participants in retirement plans. For a corporate sponsor of a retirement plan, our pension consulting services can include, but are not limited to, qualified plan development, investment selection services, educational presentations, periodic due diligence reviews and creating investment policy statements. For retirement plan sponsors, we normally charge an annual fee of 0.25% - 0.50% on the assets held in the plan, but other fee arrangements may be negotiated. This fee is negotiable based upon the size of the plan assets and the actual services requested to be provided, such as whether ongoing monitoring is required and the number of employee education meetings requested. For retirement plan sponsors and participants, fees are billed in advance or in arrears (at the start of the billing period) on a quarterly calendar basis and calculated based on either the average daily balance of your account or the quarter end balance during the previous billing period. Fees are prorated (based on the number of days service is provided during the initial billing period) for your account opened at any time other than the beginning of the billing period. Retirement plan sponsors may also elect to pay all or a portion of the fees for the individualized services provided by us to the plan participants. Invoices will be sent directly to the client and are due upon receipt of the billing notice. Alternatively, if the plan’s recordkeeper is set up to calculate and deduct the fees, they will perform those tasks and remit payment of our fee to us. Services can be terminated by either party by providing written notice to the other and termination is effective 30 days from the date notice is received. During that 30-day period, we will complete any activities that were in progress when notice of termination is received but will not begin any new services without express instruction from the client. If services are terminated within five business days of signing the client agreement, services are terminated without penalty. Any prepaid but unearned fees are promptly refunded to the client at the effective date of termination. Pension consulting services are not management services, and Phillips Advisors does not serve as administrator or trustee of the plan. Phillips Advisors does not act as custodian for any client account or have access to client funds or securities (with the exception of, some accounts, having written authorization from the client to deduct our fees). In addition, we do not implement any transactions in a retirement plan or participant’s account. For pension consulting services, the retirement plan or the plan participant who elects to implement any recommendations made by us is solely responsible for implementing all transactions. Account and Portfolio Consultations - Phillips Advisors may provide financial and investment consultations on accounts not managed or maintained by us. This service involves consultations on a quarterly or more frequent basis. The typical fee charged for account and portfolio consultations will not exceed 1.75% annually on the total assets being reviewed. Fees are billed quarterly in advance. Initial fees are pro-rated based on the number of days services are remaining in the first quarter. If you have a managed account through one of the other programs offered by Phillips Advisors, you may elect to have the fees for account and portfolio consultations billed from the managed account. Otherwise, fees will be due upon receipt of a billing statement from us. The exact fee charged each client is contingent upon the nature and complexity of the client’s financial circumstances and will be stated in the agreement for services with the client. Either party may terminate the agreement by providing notice to the other party. Termination will be effective upon receipt of notification. The final fee will be pro-rated and billed to the client. In the event a client terminates services, termination shall be effective from the time we receive notification or such other time as may be mutually agreed upon. There will be no penalty charge upon termination. In the event we terminate the relationship, the agreement will be terminated after written notification is delivered to the client or at such time as may be mutually agreed upon. In addition to fees charged by Phillips Advisors, clients may incur certain charges imposed by third parties other than Phillips Advisors in connection with investments made through your account including, but not limited to, mutual fund sales loads, 12b-1 fees and surrender charges, variable annuity fees and surrender charges when liquidating such investments to be transferred to an account, IRA and Phillips and Company Advisors, LLC Form ADV Part 2A Disclosure Brochure pg. 6  qualified retirement plan fees, and charges imposed by the qualified custodian(s) of your account. Management fees charged by Phillips Advisors are separate and distinct from the fees and expenses charged by investment company securities that may be recommended to you. A description of these fees and expenses are available in each investment company security’s prospectus. We do not share in or receive any portion of the other fees and expenses charged to your account. The only fee we receive for this service is our standard advisory fee described in the first paragraph of this section. Advice to Certain Types of Investments Phillips Advisors provides investment advice to its clients on the following types of investments:  Mutual Funds  Exchange Traded Funds (ETFs)  Exchange-listed Securities  Certificates of Deposit  Municipal Securities  US Government Securities  Foreign Issues  Warrants  Corporate debt securities  Commercial paper  Options  Interests in partnerships investing in real estate, partnerships investing in oil and gas interests, securities properly exempted from registration, and hedge funds. Such investments are often illiquid, which means that the investments can be difficult to trade and consequently limits a client's ability to dispose of such investments in a timely manner and at an advantageous price. Additionally, such investments may not have registered pursuant to the Securities Act of 1933, and therefore the client will need to complete a subscription agreement showing the client is an "accredited" investor (as defined by applicable law and rules and regulations) and acknowledge that he or she has read and understands the private placement memorandum and is aware of the various risk factors associated with such an investment. It is not our typical investment strategy to attempt to time the market, but we may increase cash holdings modestly as deemed appropriate based on your risk tolerance and our expectations of market behavior. We may modify our investment strategy to accommodate special situations involving, among other things, market conditions or special tax situations. Please refer to Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss for more information. Participation in Wrap Fee Programs Phillips Advisors offer services through both wrap fee programs and non-wrap fee programs. A wrap fee program is defined as any advisory program under which a specified fee or fees not based directly upon transactions in a client’s account is charged for investment advisory services (which may include portfolio management or advice concerning the selection of other investment advisers) and the execution of client transactions. Phillips Advisors receives all or a portion of the fees charged to its clients whether the services are through a wrap fee or non- wrap fee arrangement. Tailoring Advisory Services to Individual Needs of Clients Phillips Advisors’ advisory services are provided based on our clients’ individual needs. Thus, you have the ability to impose investment guidelines or restrictions on the accounts that we manage for you, including specific investment selections and sectors. Client Assets Managed by Phillips Advisors Phillips and Company Advisors, LLC Form ADV Part 2A Disclosure Brochure pg. 7  The amount of clients' assets managed by Phillips and Company Advisors totaled $2,664,967,346 on December 31, 2025. Of that amount, $1,205,123,288 is managed on a discretionary basis and $1,459,844,058 is managed on a non-discretionary basis. Item 5 – Fees and Compensation regarding Phillips Advisors’ services, This section provides additional details fees, and compensation. Specific fee information is detailed above along with descriptions of the services provided. Phillips Advisors’ investment adviser representatives set fees for clients within ranges provided by the Firm. As a result, Phillips Advisors’ investment adviser representatives may charge clients more or less for the same service than the Firm’s other investment adviser representatives charge their clients. It should also be noted that lower fees for comparable service may be available from other sources. Client fees and other terms are outlined in the applicable services agreement between Phillips Advisors and its clients. You should review your account statements received from the qualified custodian(s) and verify that appropriate investment advisory fees are being deducted. The qualified custodian(s) will not verify the accuracy of the investment advisory fees deducted. If you choose to pay the fees after receiving a statement, fees are due upon your receipt of a billing notice sent directly to you. The billing notice will detail the formula used to calculate the fee, the assets under management and the time period covered. Fees for the services of our firm will be due immediately after your receipt of the billing notice. Any rebillable brokerage commissions and/or transaction ticket fees charged by brokers/custodians are billed directly to your account by the qualified custodian. In addition, clients may incur certain charges imposed by third parties other than Phillips Advisors in connection with investments made through their account including, but not limited to, surrender charges, variable annuity fees and surrender charges when liquidating such investments to be transferred to an account, IRA and qualified retirement plan fees, and charges imposed by the qualified custodian(s) of your account. Management fees charged by Phillips Advisors are separate and distinct from the fees and expenses charged by investment company securities that may be recommended to you. A description of these fees and expenses are available in each investment company security’s prospectus. Item 6 – Performance-Based Fees  Performance Fee: In addition to the Advisory Fee, some accounts will be charged ten percent (10%) of the growth in the account balance.  The initial quarter end Performance Fee will be based upon the growth from the initial amount deposited.  Any subsequent Performance Fee will be measured from and paid only on the growth from the highest historical quarter-end balance (the value upon which the prior performance fee was based (high-water mark)).  If any quarter end balance is less than the highest historical quarter-end balance (high- water mark), there will be no performance fee assessed for that period.  If the quarter end balance exceeds the existing high-water mark, the performance fee is 10% of the gain over the existing high-water mark. This will also establish a new high- water mark.  In performing the calculation to determine the growth in the account, the high-water mark balance will be adjusted for any Client contributions or withdrawals but will not be adjusted down by any advisory or performance fees charged.  Although investment management fees are calculated in advance, performance fees ae calculated and charged in arrears on a quarterly basis. Phillips and Company Advisors, LLC Form ADV Part 2A Disclosure Brochure pg. 8  Unless the Client instructs otherwise, the custodian debits the Client’s account for the fees and costs, including the fees to the Advisor, and remits the fees to the respective parties accordingly. In addition to the aforementioned, there may be other costs assessed which are not included in the advisory fee arrangement, such as dealer management and operating expenses of ETF’s and mutual funds, costs associated with the purchase and sale of certain mutual funds, electronic fund and wire transfers, fees imposed on cash management accounts, trust services charges, and other charges mandated by law. Further, interest will normally be charged on a debit balance in a Client account. Item 7 – Types of Clients Phillips Advisors generally provides investment advice to the following types of clients:  Individuals  High net worth individuals  Trusts, estates, or charitable organizations  Corporations or business entities other than those listed above Minimum Investment Amounts Required: Phillips Advisors does not have minimum investment amounts or conditions required for establishing an account managed by Phillips Advisors except on the Thematic SMA program accounts. Accounts enrolled in the Thematic SMA program have a minimum investment requirement of $50,000 to $100,000 depending on the program selected. Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss Methods of Analysis Phillips Advisors uses the following methods of analysis in formulating investment advice: Cyclical – This method analyzes the investments sensitive to business cycles and whose performance is strongly tied to the overall economy. For example, cyclical companies tend to make products or provide services that are in lower demand during downturns in the economy and in higher demand during upswings. The stock price of a cyclical company will often rise just before an economic upturn begins and fall just before a downturn begins. Investors in cyclical stocks try to make the largest gains by buying the stock at the bottom of a business cycle, just before a turnaround begins. Most economists and investors agree that there are cycles in the economy that need to be respected, the duration of such cycles is generally unknown. An investment decision to buy at the bottom of a business cycle may actually turn out to be a trade that occurs before or after the bottom of the cycle. If done before the bottom, then downside price action can result prior to any gains. If done after the bottom, then some upside price action may be missed. Similarly, a sell decision meant to occur at the top of a cycle may result in missed opportunity or unrealized losses. Fundamental – This is a method of evaluating a security by attempting to measure its intrinsic value by examining related economic, financial and other qualitative and quantitative factors. Fundamental analysts attempt to study everything that can affect the security's value, including macroeconomic factors (like the overall economy and industry conditions) and individually specific factors (like the financial condition and management of a company). The end goal of performing fundamental analysis is to produce a value that an investor can compare with the security's current price in hopes of figuring out what sort of position to take with that security (underpriced = buy, overpriced = sell or short). Fundamental analysis is considered to be the opposite of technical analysis. Fundamental analysis is about using real data to evaluate a security's value. Although most analysts use fundamental analysis to value stocks, this method of valuation can be used for just about any type of security. The risk associated with fundamental analysis is that it is somewhat subjective. While a quantitative approach is possible, fundamental analysis usually entails a qualitative assessment of how market forces interact with one another in their impact on the investment in question. It is possible for those market forces to point in different directions, thus necessitating an interpretation of which forces will be dominant. Phillips and Company Advisors, LLC Form ADV Part 2A Disclosure Brochure pg. 9  This interpretation may be wrong, and could therefore lead to an unfavorable investment decision. Technical – This is a method of evaluating securities by analyzing statistics generated by market activity, such as past prices and volume. Technical analysts do not attempt to measure a security's intrinsic value, but instead use charts and other tools to identify patterns that can suggest future activity. Technical analysts believe that the historical performance of stocks and markets are indications of future performance. Investment Strategies Phillips Advisors uses the following investment strategies when managing client assets and/or providing investment advice: Long term purchases. Investments held at least a year. Short term purchases. Investments sold within a year. Frequent trading. This strategy refers to the practice of selling investments within 30 days of purchase. Margin transactions. When an investor buys a stock on margin, the investor pays for part of the purchase and borrows the rest of the purchase price from a brokerage firm. For example, an investor may buy $5,000 worth of stock in a margin account by paying for $2,500 and borrowing $2,500 from a brokerage firm. Clients cannot borrow stock from Phillips Advisors. Risk of Loss Past performance is not indicative of future results. Therefore, you should never assume that future performance of any specific investment or investment strategy will be profitable. Investing in securities (including stocks, mutual funds, and bonds, etc.) involves risk of loss. Further, depending on the different types of investments there may be varying degrees of risk. You should be prepared to bear investment loss including loss of original principal. Because of the inherent risk of loss associated with investing, our firm is unable to represent, guarantee, or even imply that our services and methods of analysis can or will predict future results, successfully identify market tops or bottoms, or insulate you from losses due to market corrections or declines. There are certain additional risks associated with investing in securities through our investment management program, as described below:  Market Risk – Either the stock market as a whole, or the value of an individual company, goes down resulting in a decrease in the value of client investments. This is also referred to as systemic risk.  Equity (stock) market risk – Common stocks are susceptible to general stock market fluctuations and to volatile increases and decreases in value as market confidence in and perceptions of their issuers change. If you held common stock, or common stock equivalents, of any given issuer, you would generally be exposed to greater risk than if you held preferred stocks and debt obligations of the issuer.  Company Risk - When investing in stock positions, there is always a certain level of company or industry specific risk that is inherent in each investment. This is also referred to as unsystematic risk and can be reduced through appropriate diversification. There is the risk that the company will perform poorly or have its value reduced based on factors specific to the company or its industry. For example, if a company’s employees go on strike or the company receives unfavorable media attention for its actions, the value of the company may be reduced.  Fixed Income Risk - When investing in bonds, there is the risk that the issuer will default on the bond and be unable to make payments. Further, individuals who depend on set amounts of periodically paid income face the risk that inflation will erode their spending power. Fixed-income investors receive set, regular payments that face the same inflation risk. In addition, pricing risk if not held to maturity and interest rate move. Phillips and Company Advisors, LLC Form ADV Part 2A Disclosure Brochure pg. 10   Options Risk - Options on securities may be subject to greater fluctuations in value than an investment in the underlying securities. Purchasing and writing put and call options are highly specialized activities and entail greater than ordinary investment risks. Options can expire causing the entire amount to be invested in the option lost.  ETF and Mutual Fund Risk – When investing in an ETF or mutual fund, you will bear additional expenses based on your pro rata share of the ETF’s or mutual fund’s operating expenses, including the potential duplication of management fees. The risk of owning an ETF or mutual fund generally reflects the risks of owning the underlying securities the ETF or mutual fund holds. You will also incur brokerage costs when purchasing ETFs.  Management Risk – Your investment with our firm varies with the success and failure of our investment strategies, research, analysis and determination of portfolio securities. If our investment strategies do not produce the expected returns, the value of the investment will decrease.  Margin Risk - When you purchase securities, you may pay for the securities in full or borrow part of the purchase price from your account custodian or clearing firm. If you intended to borrow funds in connection with your Account, you will be required to open a margin account, which will be carried by the clearing firm. The securities purchased in such an account are the clearing firm’s collateral for its loan to you. If those securities in a margin account decline in value, the value of the collateral supporting this loan also declines, and as a result, the brokerage firm is required to take action in order to maintain the necessary level of equity in your account. The brokerage firm may issue a margin call and/or sell other assets in your account. It is important that you fully understand the risks involved in trading securities on margin, which are applicable to any margin account that you may maintain, including any margin account that may be established as part of the agreement established between you and Phillips Advisors and held by the account custodian or clearing firm. These risks include the following:  You can lose more funds than you deposit in your margin account.  The account custodian or clearing firm can force the sale of securities or other assets in your account.  The account custodian or clearing firm can sell your securities or other assets without contacting you.  You are not entitled to choose which securities or other assets in your margin account may be liquidated or sold to meet a margin call.  The account custodian or clearing firm may move securities held in your cash account to your margin account and pledge the transferred securities.  The account custodian or clearing firm can increase its “house” maintenance margin requirements at any time and they are not required to provide you advance written notice.  You are not entitled to an extension of time on a margin call.  Cybersecurity Risk - With the increased use of technologies such as the Internet to conduct business, Phillips Advisors and its clients are susceptible to operational, information security and related risks. In general, cyber incidents can result from deliberate attacks or unintentional events. Cyber incidents affecting Phillips Advisor and its service providers (including, but not limited to, accountants, law firms, custodians, and financial intermediaries) have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, impediments to trading and the inability of clients and/or investors to transact business. Similar adverse consequences could result from cyber incidents affecting issuers of securities in which a client invests, counterparties with which a client engages in transactions, exchange and other financial market operators, banks, brokers, dealers, insurance companies and other financial institutions (including financial intermediaries and other service providers for clients) and other parties. Furthermore, the Adviser cannot control the cyber security plans and systems put in place Phillips and Company Advisors, LLC Form ADV Part 2A Disclosure Brochure pg. 11  by its service providers or any other third parties whose operations may affect a client. As a result, clients could be negatively impacted. Past performance is not a guarantee of future returns. Investing in securities and other investments involve a risk of loss that each Client should understand and be willing to bear. Clients are reminded to discuss these risks with their Financial Professional. Item 9 – Disciplinary Information There are no legal or disciplinary events to disclose in this section. Item 10 – Other Financial Industry Activities and Affiliations Phillips Advisors is not and does not have a related person that is an investment company or other pooled investment vehicle (including a mutual fund, closed-end investment company, unit investment trust, private investment company or "hedge fund," and offshore fund), another investment adviser or financial planner, a futures commission merchant, commodity pool operator, or commodity trading advisor, a banking or thrift institution, an accountant or accounting firm, a lawyer or law firm, an insurance company or agency, a pension consultant, a real estate broker or dealer, and a sponsor or syndicator of limited partnerships. Phillips Advisors is an independent registered investment adviser and only provides investment advisory services. We are not engaged in any other business activities and offer no other services except those described in this Brochure. However, while we do not sell products or services other than investment advice, our representatives may sell other products or provide services outside of their role as investment adviser representatives with us. Item 11 – Code of Ethics, Participation in Client Transactions and Personal Trading Code of Ethics Summary According to the Investment Advisers Act of 1940, an investment adviser is considered a fiduciary and has a fiduciary duty to all clients. Phillips Advisors has established a Code of Ethics to comply with the requirements of Section 204(A)-1 of the Investment Advisers Act of 1940 that reflects its fiduciary obligations and those of its supervised persons. The Code of Ethics also requires compliance with federal securities laws. The Code of Ethics covers all individuals that are classified as “supervised persons”. All employees, officers, directors and investment adviser representatives are classified as supervised persons. Phillips Advisors requires its supervised persons to consistently act in their clients best interest in all advisory activities. Phillips Advisors imposes certain requirements on its affiliates and supervised persons to ensure that they meet the Firm’s fiduciary responsibilities to its clients. The standard of conduct required is higher than ordinarily required and encountered in commercial business. This section is intended to provide a summary description of the Code of Ethics of Phillips Advisors. Clients or prospective clients may obtain a copy of the Firm’s Code of Ethics upon written request. Affiliate and Employee Personal Securities Transactions Disclosure Phillips Advisors or associated persons of the firm may buy or sell for their personal accounts, investment products identical to those recommended to clients. This creates a potential conflict of interest. It is the express policy of Phillips Advisors that all persons associated in any manner with our firm must place clients’ interests ahead of their own when implementing personal investments. Phillips Advisors and its associated persons will not buy or sell securities for their personal account(s) where their decision is derived, in whole or in part, by information obtained as a result of employment or association with our Phillips and Company Advisors, LLC Form ADV Part 2A Disclosure Brochure pg. 12  firm unless the information is also available to the investing public upon reasonable inquiry. To prevent conflicts of interest, we have developed written supervisory procedures that include personal investment and trading policies for our representatives, employees and their immediate family members (collectively, associated persons):  Associated persons cannot prefer their own interests to that of the client.  Associated persons cannot purchase or sell any security for their personal accounts prior to implementing transactions for client accounts.  Associated persons cannot buy or sell securities for their personal accounts when those decisions are based on information obtained as a result of their employment, unless that information is also available to the investing public upon reasonable inquiry.  Associated persons are prohibited from purchasing or selling securities of companies in which any client is deemed an “insider”.  Associated persons are discouraged from conducting frequent personal trading.  Associated persons are generally prohibited from serving as board members of publicly traded companies unless an exception has been granted by the Phillips Advisors’ Chief Compliance Officer. Any associated person not observing our policies is subject to sanctions up to and including termination. Item 12 – Brokerage Practices The custodians and brokers we use Charles Schwab & Co., Inc. (Schwab): Phillips Advisors does not maintain custody of your assets on which we advise, although we may be deemed to have custody of your assets if you give us authority to withdraw assets from your account (see Item 15-Custody, below). Your assets must be maintained in an account at a "qualified custodian," generally a broker-dealer or bank. We recommend that our clients use Charles Schwab & Co., Inc., (“Schwab”) an independent SEC-registered broker-dealer and Member of the Financial Industry Regulatory Authority (“FINRA”) and the Securities Investor Protection Corporation (“SIPC”). We are not affiliated with Schwab and Schwab does not monitor or control the activities of Phillips Advisors or its personnel. We may require clients to engage different custodians and executing brokers in the future. Schwab will act solely as a custodian and/or broker-dealer to your account, and not as your investment advisor. They will hold your assets in a brokerage account or accounts and buy and sell securities and execute other transactions when instructed to do so by you or Phillips Advisors. We do not have the discretion to determine the commission rates at which transactions are to be affected for your account. These rates are determined based upon the contractual agreement you will independently enter with Schwab. We are independently owned and operated and are not affiliated with Schwab. Schwab will hold your assets in a brokerage account and buy and sell securities when we instruct them to do so. While we recommend that you use Schwab as custodian/ broker, you will decide whether to do so and will open your account with Schwab by entering into an account Agreement directly with them. Conflicts of interest associated with this arrangement are described below as well as in Item 14 (Client referrals and other compensation). You should consider these conflicts of interest when selecting your custodian. We do not open the account for you, although we may assist you in doing so. Even though your account is maintained at Schwab, and we anticipate that most trades will be executed through Schwab, we can still use other brokers to execute trades for your account as described below (see "Your brokerage and custody costs"). How we select brokers/custodians Best Execution Phillips and Company Advisors, LLC Form ADV Part 2A Disclosure Brochure pg. 13  In recommending broker-dealers, we have an obligation to seek the “best execution” of transactions for client accounts. This duty requires us to seek to execute securities transactions for clients such that the total costs or proceeds in each transaction are the most favorable under the circumstances. The determinative factor in the analysis of best execution is not the lowest possible commission cost, but whether the transaction represents the best qualitative execution, taking into consideration the full range of the recommended broker-dealer’s services, including: • Combination of transaction execution services and asset custody services (generally without a separate fee for custody) • Capability to execute, clear, and settle trades ( buy and sell securities for your account) • Capability to facilitate transfers and payments to and from accounts (wire transfers, check requests, bill payment, etc.) • Breadth of available investment products (stocks, bonds, mutual funds, exchange traded funds (ETFs), etc.) • Availability of investment research and tools that assist us in making investment decisions: • Quality of services • Competitiveness of the price of those services (commission rates, margin interest rates, other fees, etc.) and willingness to negotiate the prices • Reputation, financial strength, security and stability • Services delivered or paid for by the custodian • Availability of other products and services that benefit us, as discussed below (see "Products and services available to us or from our recommended custodian Schwab) Your brokerage and custody costs For our clients' accounts that Schwab maintains, Schwab generally does not charge you separately for custody services but is compensated by charging you commissions or other fees on trades that it executes or that settle into your Schwab account Certain trades (for example, most mutual funds and ETFs) do not incur Schwab commissions or transaction fees. Schwab is also compensated by earning interest on the uninvested cash in your account in Schwab's Cash Features Program. This benefits you because the overall commission rates you pay are lower than they would be otherwise. In addition to commissions, Schwab charges you a flat dollar amount as a "prime broker" or "trade away" fee for each trade that we have executed by a different broker-dealer but where the securities bought or the funds from the securities sold are deposited (settled) into your Schwab account. These fees are in addition to the commissions or other compensation you pay the executing broker-dealer. Because of this, in order to minimize your trading costs, we have Schwab execute most trades for your account. We are not required to select the broker or dealer that charges the lowest transaction cost, even if that broker provides execution quality comparable to other brokers or dealers. Although we are not required to execute all trades through Schwab, we have determined that having Schwab execute most trades is consistent with our duty to seek "best execution" of your trades. As noted above, best execution means the most favorable terms for a transaction based on all relevant factors, including those listed above). By using another broker or dealer you may pay lower transaction costs. Soft Dollars. Schwab and other broker-dealers may provide us with certain brokerage and research products and services that qualify as “brokerage or research services” under Section 28(e) of the Securities Exchange Act of 1934 (“Exchange Act”). This is commonly referred to as a “soft dollar” arrangement. These research products and/or services will assist us in our investment decision making process. Such research generally will be used to service all of our client accounts, but brokerage charges paid by the client may be used to pay for research that is not used in managing that specific client’s account. Your account may pay Schwab a charge greater than another qualified broker-dealer might charge to affect the same transaction where we determine in good faith that the charge is reasonable in relation to the value of the brokerage and research services received. Phillips and Company Advisors, LLC Form ADV Part 2A Disclosure Brochure pg. 14  Benefits Received from Schwab. Schwab Advisor Services™ is Schwab’s business serving independent investment advisory firms like Phillips Advisors. They provide us and our clients with access to institutional brokerage – trading, custody, reporting, and related services – many of which are not typically available to Schwab retail customers. Schwab also makes available to Phillips Advisors various support services. Some of those services help us manage or administer our clients’ accounts; while others help us manage and grow our business. Schwab’s support services generally are available on an unsolicited basis (we do not have to request them) and at no charge to us as long as our clients collectively maintain a minimum value of assets with Schwab. Below is a more detailed description of Schwab’s support services. Services That Benefit Clients. Schwab’s institutional brokerage services include access to a broad range of investment products, execution of securities transactions, and custody of client assets. The investment products available through Schwab include some to which Phillips Advisors might not otherwise have access or that would require a significantly higher minimum initial investment by our clients. Schwab’s services described in this paragraph generally benefit clients and their accounts. Services That May Not Directly Benefit Clients. Schwab also makes available to Phillips Advisors other products and services that benefit us but may not directly benefit our clients. These products and services assist us in managing and administering our clients’ accounts. They include investment research, both Schwab’s own and that of third-parties. We may use this research to service all or a substantial number of our clients’ accounts, including accounts not maintained at Schwab. In addition to investment research, Schwab also makes available software and other technology that provides access to client account data (such as duplicate trade confirmations and account statements); facilitates trade execution; provides pricing and other market data; facilitates payment of our advisory fees from our clients’ accounts; and assists us with back-office functions, recordkeeping, and client reporting. Services That Generally Benefit Only Us. Schwab also offers other services intended to help us manage and further develop our business enterprise. These services include access to educational conferences and events; consulting on technology, compliance, legal, and business needs; access to publications and conferences on practice management and business succession; and access to employee benefits providers, human capital consultants, and insurance providers. Schwab may provide some of the above services itself. In other cases, it will arrange for third-party vendors to provide the services to us. Schwab may discount or waive its fees for some or all of these services. The research and brokerage services provided to Phillips Advisors by Schwab qualify for the safe harbor exemption defined in Section 28(e) of the Exchange Act. The aforementioned research and brokerage services are generally used by Phillips Advisors to manage accounts for which Phillips Advisors has trading authority at Schwab. Without these arrangements, Phillips Advisors might be compelled to purchase the same or similar services at its own expense. As part of our fiduciary duty to clients, Phillips Advisors endeavors at all times to put the interests of our clients first. Clients should be aware, however, that the receipt of economic benefits by our firm and/or our associated persons creates a conflict of interest and indirectly influences our recommendation of Schwab to clients. Phillips Advisors examined this potential conflict of interest in choosing to recommend Schwab and has determined that the recommendation of Schwab is in the best interests of our clients and satisfies our fiduciary obligations, including our duty to seek best execution. Except as described above in this Item 12, we do not receive any compensation or incentive for recommending that you engage any custodian or broker-dealer for trade execution or custodial services. Schwab does not make client brokerage commissions generated by client transactions available for our firm’s use. Phillips Advisors does not receive client referrals in exchange for directing client transactions to any custodian or broker-dealer. Phillips and Company Advisors, LLC Form ADV Part 2A Disclosure Brochure pg. 15  Aggregation of Client Orders For Investor Advantage, transactions implemented are generally traded on an aggregated basis. This means the same securities for several clients are purchased or sold at approximately the same time. This process is also referred to as batch trading or block trading. When trades are aggregated, the allocation of securities among client accounts will be done on a fair and equitable basis. Typically, the process of aggregating client orders is done in order to achieve better execution, to negotiate more favorable commission rates or to allocate orders among clients on a more equitable basis in order to avoid differences in prices and transaction fees or other transaction costs that might be obtained when orders are placed independently. Under this procedure, transactions will be averaged as to price and will be allocated among Phillips Advisors clients in proportion to the purchase and sale orders placed for each client account on any given day. When it is determined to aggregate client orders for the purchase or sale of securities, including securities in which an associated person of Phillips Advisors may invest, orders are processed in accordance with the parameters set forth in the SEC No- Action Letter, SMC Capital, Inc. It should be noted that Phillips Advisors does not receive any additional compensation or remuneration as a result of aggregation. For our Advisor Directed Management Accounts, our trading policy is to implement all client orders on an individual basis. Therefore, we do not aggregate or “block” client transactions in Concentrated Management accounts. Considering the types of investments we hold in those client accounts, we do not believe clients are hindered in any way because we trade accounts individually. This is because we develop individualized investment strategies for clients and holdings will vary. Further, the investments we are responsible for trading in client accounts are typically limited to broadly traded positions and minor differences in price execution are not material to our overall investment strategy. Trade Error Policy Phillips has implemented procedures designed to prevent trade errors; however, trade errors in client accounts cannot always be avoided. It is the policy of Phillips Advisors to correct trade errors in a manner that is in the best interest of the client. In cases where the client causes the trade error, the client will be responsible for any loss resulting from the correction but will not receive any gains generated as a result of the error correction. In all situations where the client does not cause the trade error, the client will be made whole and any loss resulting from the trade error will be absorbed by Phillips Advisors. However, Phillips Advisors will maintain gains that may result from correcting a trade error and in some instances may use such gains to offset overall losses Phillips Advisors incurs from trading errors. Item 13 – Review of Accounts Account Reviews and Reviewers Account reviews are made on a regular basis during a calendar year. Account reviews will include investment strategies and investment objectives. Adjustments to strategies are made if client objectives have changed. The Firm’s investment advisor representatives are primarily responsible for conducting reviews of their client accounts. Statements and Reports For our asset management services, clients are provided with transaction confirmation notices and regular quarterly account statements directly from the qualified custodian. Additionally, Phillips Advisors may provide position or performance reports to clients on a quarterly basis and upon request. Clients are encouraged to always compare any reports or statements provided by Phillips Advisors, a sub-adviser or third-party money manager against the account statements delivered from the qualified custodian. Clients should contact our Firm or the qualified custodian with any questions about their Phillips and Company Advisors, LLC Form ADV Part 2A Disclosure Brochure pg. 16  account statement. Item 14 – Client Referrals and Other Compensation Phillips Advisors does not directly or indirectly compensate any person for client referrals. As referenced in Item 12 above, we receive an economic benefit from Schwab in the form of the support products and services it makes available to us and other independent investment advisors whose clients maintain their accounts at Schwab. In addition, Schwab has also agreed to pay for certain products and services, during the period of December 1, 2024, through November 30th, 2026, for which we would otherwise have to pay. You do not pay more for assets maintained at Schwab as a result of these arrangements. However, we benefit from the arrangement because the cost of these services would otherwise be borne directly by us. You should consider these conflicts of interest when selecting a custodian. The products and services provided by Schwab, how they benefit us, and the related conflicts of interest are described above (see Item 12 - Brokerage Practices). The only compensation received from advisory services is the fees charged for providing investment advisory services as described in Item 5 of this Brochure and the portions of the Program Fee described in Item 4 of this Brochure. Phillips Advisors receives no other forms of compensation in connection with providing investment advice. Please see Item 5, Fees and Compensation, Item 10, Other Financial Industry Activities and Affiliations and Item 12, Brokerage Practices, for additional discussion concerning other compensation. We may from time to time receive expense reimbursement for travel and/or marketing expenses from distributors of investment products. Travel expense reimbursements are typically a result of attendance at due diligence and/or investment training events hosted by product sponsors. Marketing expense reimbursements are typically the result of informal expense sharing arrangements in which product sponsors may underwrite costs incurred for marketing such as client appreciation events, advertising, publishing, and seminar expenses. Although receipt of these travel and marketing expense reimbursements are not predicated upon specific sales quotas, the product sponsor reimbursements are typically made by those sponsors for which sales have been made or for which it is anticipated sales will be made. This creates a conflict of interest in that there is a potential incentive to recommend certain products and investments based on the receipt of this compensation instead of what is in the best interest of our clients. We attempt to control for this conflict by always basing investment decisions on the individual needs of our clients. Item 15 – Custody All client funds and securities on which we advise are held in accounts titled in the client’s name maintained by an independent qualified custodian or transfer agent (typically, Schwab). For wealth management clients, the custodian will be authorized to execute trades within the client’s account upon our instructions, acting within the scope of the authority granted to us in our written advisory agreement with the client and the custodian’s account opening documentation. Where we directly debit our advisory fees from your account held at the custodian or transfer agent, the custodian or transfer agent will independently send you an account statement at least quarterly identifying the amount of funds and each security in your account at the end of the period and setting forth all transactions in your account during the period, including the amount of any fees paid to us. Your custodian/transfer agent is not responsible for verifying the accuracy of our fee calculations. Therefore, we encourage you to review the custodian’s/transfer agent’s account statements carefully upon receipt. If you believe our fees have been miscalculated or if you have any other questions related to your account, you should contact us immediately at the phone number listed on the cover page of this brochure. Phillips and Company Advisors, LLC Form ADV Part 2A Disclosure Brochure pg. 17  As a matter of administrative convenience and at the firm’s discretion, advisory clients may be offered to option to execute standing letters of authorization (“SLOAs”) which authorize Phillips Advisors to disburse client funds to a specific third-party payees designated in writing by the client. In these circumstances, our protocol to assure the proper handling of client funds is to require that: 1. The client provides a written, signed instruction to the qualified custodian that includes the third- party payee’s name and address or account number at a custodian; 2. The client authorizes Phillips Advisors in writing to direct transfers to the named third-party payee or payees either on a specified schedule or from time-to-time; 3. The client’s qualified custodian verifies the client’s authorization and provides a transfer of funds notice to the client promptly after each transfer; 4. The client can terminate or change the instruction at any time on notice to the custodian; 5. Phillips Advisors has no authority or ability to designate or change the identity, address, or other information of the designates third-party payee or payees in the instruction; 6. Phillips Advisors maintains records showing that the designated third-party payee or payees is/are not a related party of the firm or located at the same address as the firm; and 7. The client’s qualified custodian sends the client, in writing, an initial notice confirming the instruction and an annual notice reconfirming the instruction. Item 16 – Investment Discretion When providing asset management services, Phillips Advisors maintains trading authorization over your account and can provide management services on a discretionary basis. When discretionary authority is granted, the Firm has the authority to determine the type of securities and the amount of securities that can be bought or sold for your portfolio without obtaining your consent for each transaction. However, it is the policy of Phillips Advisors to consult with you prior to making significant changes in your account even when discretionary trading authority is granted. Clients have the ability to place reasonable restrictions on the types of investments that may be purchased in their account. Clients may also place reasonable limitations on the discretionary power granted to the Firm. Item 17 – Voting Client Securities Phillips Advisors does not vote proxies on behalf of clients. The Firm has determined that taking on the responsibilities for voting client securities does not add enough value to the services provided to you to justify the additional compliance and regulatory costs associated with voting client securities. Therefore, it is the Firm’s clients’ responsibility to vote all proxies for securities held in their accounts. Legal Actions Clients retain the right under the applicable securities laws to initiate individually a lawsuit or join a class- action lawsuit against the issuer of a security that was held, purchased or sold by or for them. Phillips Advisors will not initiate such legal proceedings on behalf of any of its clients and the Firm does not provide legal advice to clients regarding potential causes of action against such a security issuer and whether its clients should join a class- action lawsuit. Phillips and Company Advisors, LLC Form ADV Part 2A Disclosure Brochure pg. 18  Item 18 – Financial Information Financial Condition. As an advisory firm that maintains discretionary authority for client accounts, Phillips Advisors is required to disclose any financial condition that is reasonably likely to impair its ability to meet its contractual obligations. We have no such financial circumstances to report. Balance Sheet. We do not require or solicit prepayment of more than $1,200 in fees per client six months or more in advance. Therefore, we are not required to provide a balance sheet with this brochure. Bankruptcy. Phillips Advisors has not been the subject of a bankruptcy petition at any time in the past. Phillips and Company Advisors, LLC Form ADV Part 2A Disclosure Brochure pg. 19