Phillips Capital LLC

Item 5 Fees and Compensation

A. Advisory Fees

OnlyFunds is compensated for its advisory services by charging an annual fee of no more than 1.5% on
the net market value of a Client’s Account. If a client has a sub-advisory relationship with Betterment
Advisors, a portion of that fee may be paid to Betterment Advisors pursuant to the sub-advisory
agreement between the client and Betterment Advisors and the agreement between OnlyFunds and
Betterment Advisors. If the client has a custodial account at IBKR, fees may be charged by IBKR for
trading within the account. OnlyFunds reserves the right, in its sole discretion, to negotiate, reduce or
waive the advisory fee for certain Client Accounts for any period of time determined solely by
OnlyFunds. In addition, OnlyFunds may reduce or waive its fees for the Accounts of some Clients without
notice to, or fee adjustment for, other Clients. In some cases, Clients can have a portion of their assets
managed for free. Clients may be able to enter into contracts with competitor advisers which provide
similar services of investment management for less than this fee. Annual fees are charged on a quarterly
basis as explained below.

OnlyFunds’ fees are not charged in advance and are calculated on a continuous basis and deducted from
Clients’ Accounts each quarter as follows: OnlyFunds calculates a daily advisory fee, which is equal to
the fee rate multiplied by the net market value of the Client’s Account as of the close of trading on the
New York Stock Exchange (“NYSE”) (herein, “close of markets”) on such day, or as of the close of markets
on the immediately preceding trading day for any day when the NYSE is closed, and then divided by 365
(or 366 in any leap year). The advisory fee for a calendar month is equal to the total of the daily fees
calculated during that month (less any deductions or fee waivers) and is deducted from Client Accounts
no later than the tenth business day of the following month.

B. Other Account Fees

In addition to the advisory fees, Clients may also pay other fees or expenses to third parties. The issuer
of some of the securities or products we purchase for Clients, such as ETFs, may charge product fees that
affect Clients. OnlyFunds does not charge these ETF fees to Clients, nor does it benefit directly or
indirectly from any such fees. An ETF typically includes embedded expenses that may reduce the fund's
net asset value, and therefore directly affect the fund's performance and indirectly affect a Client’s
portfolio performance or an index benchmark comparison. Expenses of an ETF may include management

fees, custodian fees, brokerage commissions, and legal and accounting fees. These fees and expenses are
described in each Fund’s prospectus, which are available in the “Portfolio” tab of the online interface and
are embedded in the securities purchased on clients’ behalf. These fees are generally composed of a
management fee and other Fund expenses ETF expenses may change from time to time at the sole
discretion of the ETF issuer.

Item 7 Types of Clients

OnlyFunds’ clients include individuals, trusts, and other legal entities (subject to OnlyFunds’ approval)
who are U.S. residents and maintain a checking account with a U.S. bank.

There is no minimum balance required to open an account with OnlyFunds. As a result of the
automation associated with offering its services online, OnlyFunds makes it possible for retail investors
to access its service with much lower account minimums than normally available in the industry. Clients
have access to their Accounts through the account portal. At any time, a Client may terminate an
Account, withdraw all or part of an Account, or update their investment profile (i.e. risk score), which
may initiate an adjustment in the Account’s holdings. In that case, unless otherwise directed by the
Client, OnlyFunds will sell the securities in the Client Account (or portion of the Account, in the case of a
partial withdrawal or update) at market prices at or around the time of the termination, withdrawal, or
update. See further items for a description of OnlyFunds’ discretionary investment authority, including
the timing of OnlyFunds’ placement of Client trade orders.

While OnlyFunds seeks to respond to Client deposits, Client changes in risk profiles, Client withdrawal
requests, including without limitation requests in connection with terminations, and other reasonable
Client requests in a timely and reasonable manner, OnlyFunds does not represent or guarantee that
OnlyFunds will respond to any such Client actions or requests immediately or in accordance with a set
time schedule. Investors evaluating OnlyFunds’ software-based investment advisory service should be
aware that OnlyFunds’ relationship with Clients is likely to be different from the “traditional” investment
advisory relationship in several aspects:

    1.​ OnlyFunds is a software-based investment adviser which means each Client must acknowledge
        their ability and willingness to conduct their relationship with OnlyFunds on an electronic basis.
        Under the terms of the Advisory Client Agreement and the Brokerage Agreement, each Client
        agrees to receive all Account information and Account documents (including this Brochure) and
        any updates or changes to same, through their access to the Site and OnlyFunds’ electronic
        communications (some of which are provided through tools of Betterment’ client portal). Unless
        noted otherwise on the Site or within this Brochure, OnlyFunds’ investment advisory service, the
        signature for the Advisory Client Agreement and the Brokerage Agreement, and all

        documentation related to the advisory services are managed electronically. OnlyFunds does not
        make individual representatives available to discuss servicing matters with Clients.
    2.​ To provide its investment advisory services and tailor its investment decisions to each Client’s
        specific needs, OnlyFunds collects information from each Client, including specific information
        about their investing profile such as financial situation, financial goals, and investment
        objectives. OnlyFunds maintains this information in strict confidence subject to its Privacy Policy,
        which is provided on the Site. When customizing its investment solutions, OnlyFunds relies upon
        the information received from a Client. Although OnlyFunds contacts its Clients periodically as
        described further below, a Client must promptly notify OnlyFunds of any change in their financial
        situation or investment objectives that might require a review or revision of their portfolio.
    3.​ The software-based investment advisory service includes preselected ETFs for each asset class
        within the plan recommended to a Client. OnlyFunds does not allow Clients to select their own
        ETFs because each ETF and asset class is considered to be part of the overall investment plan.
    4.​ Clients may not place orders to purchase or sell securities on a self-directed basis.