BLUE SKY INVESTMENT PARTNERS, INC.

Item 1 – Cover Page Registered as: Blue Sky Investment Partners, Inc. | CRD No. 145318 1609 Sherman Ave, Suite 204 | Evanston, IL 60202 www.blueskyinvestments.net (847) 864-5070 Firm Disclosure Brochure – ADV Part 2 April 06, 2026 This brochure provides information about the qualifications and business practices of Blue Sky Investment Partners, Inc. (“BSIP”). If you have any questions about the contents of this brochure, please contact us at (847) 864-5070 or mike@blueskyinvestments.net. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any other federal or state securities authority. Additional information about Blue Sky Investment Partners, Inc. is also available on the SEC’s website at www.advisorinfo.sec.gov using CRD Number 145318. Blue Sky Investment Partners, Inc. is a “Registered Investment Advisor,” which does not imply a certain level of skill or training.  Item 2 – Material Changes No material changes have been made to this ADV since its last distribution on or around March 2025. Page 2 of 32 Disclosure Brochure  Item 3 – Table of Contents Item 1 – Cover Page ………………………………………………………………………………………….. 1 Item 2 – Material Changes …………………………………………………………………………………… Error! Bookmark not defined. Item 3 – Table of Contents …………………………………………………………………………………… Error! Bookmark not defined. Item 4 –Advisory Services …………………………………………………………………………………… Error! Bookmark not defined. Item 5 – Fees and Compensation …………………………………………………………………………… 6 Item 6 – Performance-Based Fees and Side-By-Side Management ……………………………………. 13 Item 7 – Types of Clients ……………………………………………………………………………………... 13 Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss ………………………………… 13 Item 9 – Disciplinary Information ……………………………………………………………………………. 26 Item 10 – Other Financial Industry Activities and Affiliations …………………………………………..… 26 Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading …… 27 Item 12 – Brokerage Practices …………………………………………………………………………….... 28 Item 13 – Review of Accounts ……………………………………………………………………………….. 31 Item 14 - Client Referrals and Other Compensation ……………………………………………………… 31 Item 15 – Custody ……………………………………………………………………………………….……. 31 Item 16 – Investment Discretion …………………………………………………………………………….. 31 Item 17 – Voting Client Securities …………………………………………………………………………... 31 Item 18 – Financial Information ……………………………………………………………………………… 32 Page 3 of 32 Disclosure Brochure  Item 4 – Advisory Services Blue Sky Investment Partners, Inc. (“BSIP”) is an Illinois Corporation. Throughout this Brochure, “Blue Sky Investment Partners, Inc.” may be referred to as “BSIP.” BSIP is a Registered Investment Advisor (“RIA”) firm. Throughout this Brochure, “Registered Investment Advisor” may be referred to as “RIA.” Being an RIA does not imply a certain level of skill or training. BSIP began doing business in October 2007 in Evanston, Illinois. Principal Owner: Michael Willman (100%) . BSIP’s FIDUCIARY DUTY TO ACT IN ITS CLIENTS’ BEST INTERESTS BSIP is a Registered Investment Advisor (“RIA”), which does not imply a certain level of skill or training. As an RIA, however, under federal and state law, BSIP is a fiduciary. Accordingly, BSIP must fully disclose to BSIP clients all material facts relating to the advisory relationship. As a fiduciary, BSIP has a legal duty to: • Act in its clients’ best interests, • Seek to avoid conflicts of interest, and • Fully disclose all material facts (such as conflicts of interest) between BSIP and its clients that could affect the advisory relationship. Types of Advisory Services BSIP provides the following services: • Blue Sky Wealth Management Service • Blue Sky Portfolio Management Plus Service • Blue Sky Retirement Plan Advisory Services • Blue Sky Financial Planning Services Blue Sky Wealth Management Service Our Blue Sky Wealth Management Service is suitable for individuals, couples and families with $750,000 or more in liquid assets who are looking for a comprehensive approach to portfolio management and financial planning. This service includes initial and on-going financial planning help, on-going management of portfolios and quarterly consolidated performance reporting. The program starts with an in-depth review of life and financial goals. Next, obstacles, concerns, problems and beliefs about money and investing are extensively explored and discussed. We work together with clients to solidify goals and document them. We then complete a comprehensive review of each client’s financial situation that can include a current portfolio review, a risk assessment, the structuring of a new portfolio, retirement cash flow forecasts, educational funding analysis, budget analysis, mortgage analysis, insurance review, estate planning review and employer stock option analysis. Blue Sky Wealth Management Service has no initial financial planning fee. Page 4 of 32 Disclosure Brochure  Investment Products are Limited. Except in limited circumstances, BSIP invests primarily in mutual funds and ETFs. Except in limited circumstances, BSIP does not recommend individual stocks, bonds, private placements of investments or other investments. Blue Sky Portfolio Management Plus Service Our Blue Sky Portfolio Management Plus Service is suitable for individuals, couples and families with $500,000 or more in liquid assets who are looking for a comprehensive approach to portfolio management and financial planning. This service includes all of the features in our Blue Sky Wealth Management Services detailed above. The Blue Sky Portfolio Management Plus Service does include a one-time financial planning fee of between $1,500 and $2,500 depending on the complexity of each client’s financial situation. Investment Products are Limited. Except in limited circumstances, BSIP invests primarily in mutual funds and ETFs. Except in limited circumstances, BSIP does not recommend individual stocks, bonds, private placements of investments or other investments. Blue Sky Retirement Plan Advisory Services BSIP’s services include providing financial advisory services to sponsors of 401k and defined benefit plans. Investment Products are Limited. Except in limited circumstances, BSIP invests primarily in mutual funds and ETFs. Except in limited circumstances, BSIP does not recommend individual stocks, bonds, private placements of investments or other investments. Financial Planning Financial Planning Services are appropriate for individuals and families that may not need a comprehensive financial plan and ongoing portfolio management, but who could benefit from a review of their portfolio and personal finances. Fees for Financial Planning Services are quoted on a project basis. The minimum fee for Financial Planning Services is $5,000. Financial planning clients do not receive any on-going advice or portfolio monitoring and management from BSIP. Execution of the financial plan after presented by BSIP to the client is solely the responsibility of the client. Investment Products are Limited. Except in limited circumstances, BSIP primarily recommends mutual funds and ETFs. Except in limited circumstances, BSIP does not recommend individual stocks, bonds, private placements of investments or other investments. Page 5 of 32 Disclosure Brochure  Tailoring Services to Meet Client Needs BSIP’s services are tailored to meet the needs of individual clients based on a variety of factors including, but not limited to, client risk tolerance, client time horizon, taxes, legacy investment holdings, account size, and any client-based restrictions. BSIP works with each client to find the appropriate service that will meet the clients' specific needs. Client meetings will occur typically on a semi-annual or annual basis or as requested by the client. BSIP may allow clients to impose restrictions on investing in certain mutual funds or asset classes. Clients may also hold or manage investments not chosen by BSIP, including individual stocks. Wrap Fee Program BSIP does not participate in a wrap fee program. Managing Client Assets – Amounts BSIP’s Regulatory Assets Under Management as of February 17, 2026, were approximately $117,856,166, all of which is managed on a discretionary basis. Item 5 Fees and Compensation How BSIP is Compensated for Advisory Services Blue Sky Wealth Management Service As a Management Fee, each quarter, Client will pay BSIP: • An annual percentage rate (the “Annual Rate”) • multiplied by the value of assets under BSIP’s management on the last day of each quarter as detailed on the client’s custodian statements • divided by four (4) (because the annual fee is billed quarterly). BSIP’s Fee Schedule for assets under BSIP’s management: Assets Invested < $1,000,000 Annual Rate 1.00% $1,000,001 - $3,000,000 0.90% $3,000,001 - $5,000,000 0.80% $5,000,001 - thereafter 0.70% Fees are paid quarterly in advance. BSIP may negotiate rates that decline as assets managed exceed a certain value. Page 6 of 32 Disclosure Brochure  These fees may also apply to BSIP clients who receive BSIP investment advice or recommendations and who (a) hold assets outside of Charles Schwab or (b) hold assets over which BSIP has no trading authority. Cash is an asset class that BSIP may hold for strategic or liquidity purposes (including for payment). Cash positions are subject to the Annual Rate. There is no initial financial planning fee for Blue Sky Wealth Management Services. The minimum annual fee for Blue Sky Wealth Management Services is $7,500 per year. This fee may be waived at the discretion of BSIP. Blue Sky Portfolio Management Plus Service As a Management Fee, each quarter, Client will pay BSIP: • An annual percentage rate (the “Annual Rate”) • multiplied by the value of assets under BSIP’s management on the last day of each quarter as detailed on the client’s custodian statements • divided by four (4) (because the annual fee is billed quarterly). BSIP’s Fee Schedule for assets under BSIP’s management: Assets Invested < $1,000,000 Annual Rate 1.00% $1,000,001 - $3,000,000 0.90% $3,000,001 - $5,000,000 0.80% $5,000,001 - thereafter 0.70% Fees are paid quarterly in advance. These fees may also apply to BSIP clients who receive BSIP investment advice or recommendations and who (a) hold assets outside of Charles Schwab or (b) hold assets over which BSIP has no trading authority. Cash is an asset class that BSIP may hold for strategic or liquidity purposes (including for payment). Cash positions are subject to the Annual Rate. The Blue Sky Portfolio Management Plus Service includes a one-time financial planning fee of between $1,500 and $2,500 depending on the complexity of each client’s financial situation. The minimum annual fee for Blue Sky Portfolio Management Plus Services is $5,000 per year. This fee may be waived at the discretion of BSIP. Page 7 of 32 Disclosure Brochure  Blue Sky Retirement Plan Advisory Services BSIP bills the plan sponsor for assets managed in a pooled vehicle and for employee education seminars when requested by the client. As a Management Fee, each quarter, Client will pay BSIP: • An annual percentage rate (the “Annual Rate”) • multiplied by the value of assets under BSIP’s management on the last day of each quarter as detailed on the client’s custodian statements • divided by four (4) (because the annual fee is billed quarterly). BSIP’s Fee Schedule for assets under BSIP’s management: Assets Invested < $1,000,000 Annual Rate 1.00% $1,000,001 - $3,000,000 0.90% $3,000,001 - $5,000,000 0.80% $5,000,001 - thereafter 0.70% Fees are paid quarterly in advance. BSIP may negotiate rates that decline as assets managed exceed a certain value. These fees may also apply to BSIP clients who receive BSIP investment advice or recommendations and who (a) hold assets outside of Charles Schwab or (b) hold assets over which BSIP has no trading authority. Cash is an asset class that BSIP may hold for strategic or liquidity purposes (including for payment). Cash positions are subject to the Annual Rate. An additional fee for employee 401k education seminars ranges from $1,500 to $5,000 per Session. This fee may be waived at the discretion of BSIP. Financial Planning Financial Planning Services are appropriate for individuals and families that may not need a comprehensive financial plan and ongoing portfolio management, but who could benefit from a review of their portfolio and personal finances. Fees for Financial Planning Services are quoted on a project basis. Financial planning clients do not receive any on-going advice or portfolio monitoring and management from BSIP. Execution of the financial plan after presented by BSIP to the client is solely the responsibility of the client. The minimum fee for Financial Planning Services is $5,000. BSIP will bill half of the project fee before the planning work starts with the remaining balance due after the final call Page 8 of 32 Disclosure Brochure  or meeting where the planning work is discussed. Method of Billing BSIP Deducts Fees for Most Investment Advisory Services For most clients, assets managed by BSIP are held, bought and sold (also known as “custodied”) through BSIP’s custodian, Charles Schwab, Inc. (“SCHWAB”). For these accounts, during the first month after quarter end, BSIP will forward the Management Fee to SCHWAB, and SCHWAB will remove the Management Fee from Client account(s) and pay it to BSIP. BSIP bills clients in advance of each calendar quarter. BSIP clients receive a copy of their invoices included with quarterly reports. Clients can also view BSIP fees on SCHWAB their statements. Other Fees and Expenses in Connection with BSIP Advisory Services In addition to the Financial Advisor Services fees clients pay, BSIP clients pay other fees and expenses in connection with BSIP advisory services. To reduce trading costs for its clients, BSIP sometimes uses Charles Schwab no-transaction-fee (NTF) mutual funds that include over 2,000 funds. Mutual funds that are not in the NTF network have commissions paid to SCHWAB of $24.00 to $49.95 to buy or sell a fund. For mutual funds held less than 180 days, SCHWAB charges a $49.99 redemption fee. Custodians like Schwab and Fidelity also have NTF mutual funds that BSIP may utilize. Mutual fund commissions to buy or sell at other custodians are typically less than $80 per transaction. All ETFs at Charles Schwab have no commission to trade. Commissions to buy or sell ETFs and stocks at other custodians are typically less than $20 per transaction. Over-the-counter (OTC) stocks have a $6.95 commission to trade at SCHWAB. Other U.S. exchange-listed stocks have no commission to trade at SCHWAB. Account Closing Costs. When moving assets from a prior institution to SCHWAB, the prior institution may charge account closing costs, for which the client is responsible. Typical account closing costs, if they exist, range from $75 to $200 per account. Fund Expenses (Expense Ratios). To pay for Mutual Funds and Exchange-Traded Fund (ETF) management, funds charge an “expense ratio.” The expense ratio is systematically removed from the value of the fund and transferred to the fund manager(s). Expense ratios may range from less than 0.1% to over 2.0% annually. Expense ratios can pay for the costs a Fund Company incurs to have staff in place to research and manage the portfolio, buy and sell the securities within its fund, marketing costs and other costs. Transaction Costs. BSIP clients are responsible for paying all transaction costs of buying and selling securities such as stocks, mutual funds and ETFs. Transaction fees (for buys OR sells) are typically less than $20 for a stock or ETF and at the time of the latest update to this Brochure, ranged from $24 to $80 for mutual Page 9 of 32 Disclosure Brochure  funds. These fees are subject to change. As an example, if a client moves the holdings of an existing IRA account to a SCHWAB IRA account for BSIP to manage, the client will be charged transaction fees to sell and buy each security in order to implement BSIP’s strategy. Mutual Fund Share Class Disclosures Section 206 of the Investment Advisers Act of 1940 (“Advisers Act”) imposes a fiduciary duty to act in a client’s best interests and specifically prohibits investment advisers, directly or indirectly, from engaging in any transaction, practice, or course of business which operates as a fraud or deceit upon any client or prospective client. However, the fiduciary duty to which advisers are subject is not specifically defined in the Advisers Act or the Commission rules but reflects a Congressional recognition “of the delicate fiduciary nature of an investment advisory relationship” as well as a Congressional intent to eliminate, or at least expose, all conflicts of interest which might incline an investment adviser, consciously or unconsciously, to render advice which was not disinterested. The purpose of 12b-1 fees, as approved by the SEC, are to cover marketing expenses and shareholder services such as the support services. Mutual funds offer different share classes, each with varying fee structures and features, to accommodate different types of investors. Below is a breakdown of the most common mutual fund share classes. • Class A Shares: These shares typically charge a front-end sales load, which is a fee paid when the shares are purchased. This fee is a percentage of the total investment. o Generally have lower ongoing expenses compared to other share classes because the front-end load compensates the broker or advisor for their services. o Investors can receive discounts on the front-end load based on the size of the investment, known as breakpoint discounts. • Class B Shares: Class B shares often have a contingent deferred sales charge (CDSC), which is a fee paid when shares are sold, typically decreasing over time (usually over six to eight years). o These shares generally have higher ongoing expenses than Class A shares. o Usually convert to Class A shares after the CDSC period ends, resulting in lower ongoing fees. • Class C Shares: Class C shares typically charge a level load, which is an annual fee as long as the shares are held, in addition to higher ongoing expenses. o Unlike Class B shares, Class C shares do not convert to Class A shares, meaning the higher fees continue indefinitely. Include 12b-1 fees to cover marketing and distribution expenses. o o Often have a small back-end load if shares are sold within a short period (usually one year). Page 10 of 32 Disclosure Brochure  • Class I Shares: also known as Institutional Shares, are a class of mutual fund shares designed primarily for institutional investors, such as pension funds, endowments, and large-scale investment managers. o Typically have lower expense ratios compared to other share classes, such as A, B, or C shares. This is because institutional investors usually invest larger amounts, allowing the fund to spread its costs over a larger asset base. o Generally require a higher minimum investment, often starting at $500,000 or more, making them more suitable for institutional investors or high-net-worth individuals. • R Shares: Designed for retirement plans like 401(k) plans. o Offer various fee structures to meet the needs of different retirement plan sponsors. o Each share class is structured to meet the needs and preferences of different investors, balancing the cost of investing with the services provided. The choice between them should be based on the investor's financial situation, investment goals, and how long they plan to hold the investment. • NTF (No Transaction Fee) Mutual Funds: Mutual funds without a transaction fee or commission to the brokerage or platform through which they are purchased. o Not all funds are available as NTF funds, can be subject to minimum investment amounts, and availability can vary by broker/dealer o Some NTF mutual funds include 12b-1 fees as part of their expense structure. This helps the fund cover distribution and marketing costs, potentially allowing the fund to be offered without transaction fees. • Direct Purchase Mutual Funds: Often available directly from the mutual fund company. Direct purchase mutual funds can be a cost-effective option for knowledgeable investors who are comfortable managing their own investments and wish to avoid intermediary fees. However, it requires a proactive approach to research and decision-making. The choice of the most beneficial mutual fund share class involves considering ticket charges, 12b-1 fees and the asset management fee. Fees are considered in totality, not in isolation. Sometimes, investing in a share class with 12b-1 fees can be the more cost-effective option rather than simply avoiding 12b-1 fees. Advisor has a fiduciary duty to select the share class that best serves the client's interests, ensuring a comprehensive fee analysis to determine the optimal choice. Legacy Mutual Fund Holdings When a client moves their assets into a managed account, the portfolio advisor reviews the client's mutual fund holdings. If the mutual funds are not part of the Advisor's recommended list, they are generally sold unless selling would result in a taxable gain that outweighs the benefits of the preferred holdings or higher fee structure. If it is determined that converting the legacy positions to a different share class is in the clients best interest, Advisor will execute on such changes. Page 11 of 32 Disclosure Brochure  • Assessment: Advisor first conducts a thorough assessment of the client's current mutual fund holdings. This involves evaluating the fees, performance, and fit within the client's overall investment strategy and objectives. • Comparison: Advisor compares the current share class with alternative options available. This comparison includes analyzing expense ratios, 12b-1 fees, potential loads, and any other costs associated. • Eligibility & Requirements: Advisor ensures that the client meets any minimum investment amounts and other eligibility criteria required for the new share class. • Benefit Analysis: Advisor evaluates the potential benefits of conversion, such as lower fees, better alignment with investment goals, or improved tax efficiency. The goal is to determine whether the conversion will result in cost savings or other advantages for the client. After a conversion or decision to maintain a legacy position, Advisor continues to monitor the investment to ensure it remains aligned with the client’s goals. This ongoing review helps in making any necessary adjustments in the future. Sales Costs (“Sales Loads”). BSIP clients do not pay sales costs (“sales loads”) because BSIP uses no-load funds that do not have such costs. Taxes. In non-retirement (non-tax-deferred) accounts, capital gains taxes occur when investments are sold at a gain, and the client is responsible for such taxes. In certain situations, clients may be subject to taxes within tax-deferred and tax-free retirement accounts. The client will be taxed and is responsible for withdrawals from tax-deferred accounts. Client Payments to BSIP are made in advance, except for certain Consulting Services, Speaking Services and Financial Planning Services BSIP advisory clients pay BSIP in advance, meaning they pay for a quarter’s services at the start of each quarter. BSIP consulting, speaking and planning clients may pay half of the total fee in advance of the plan with the remaining fee due at completion of the project. No Compensation for sale of securities or other investment products No matter what structure of compensation a firm receives for managing client assets, conflicts of interest are inevitable. BSIP tries to avoid these conflicts whenever possible and if not feasible, tries to disclose these conflicts to our customers. BSIP discloses these conflicts of interest in the “OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS” section of this Brochure, which BSIP updates at least annually. Page 12 of 32 Disclosure Brochure  Clients have the option to purchase investment products that BSIP recommends through other brokers or agents that are not affiliated with BSIP. Neither BSIP nor anyone at or affiliated with BSIP accepts compensation for the sale of securities. Item 6 – Performance-Based Fees and Side-By-Side Management Neither BSIP nor anyone at BSIP accepts performance-based fees. Side-by-side management is not applicable to BSIP. Item 7 – Types of Comments BSIP generally advises individuals, families, business entities, charitable organizations, trusts, estates and retirement plan sponsors. BSIP’s recommended minimum account size (in the aggregate) is $500,000. Under certain circumstances, BSIP will consider waiving the minimum account size requirements. However, smaller account sizes limits the number of funds available because of transaction costs and fund minimum investment limits. Accordingly, smaller accounts may be less diversified, be subjected to greater costs (as a percentage of equity), may be charged more a higher management fee by BSIP and may be exposed to greater risks and swings in value. Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss. Methods of Analysis and Investment Strategies The decade from 2000 to 2009 demonstrated that investing in the U.S. market can be risky over a relatively long period. The U.S. market, as measured by the S&P 500 benchmark, ended lower in four of the ten calendar years in that decade. Twice in that decade, the S&P 500 lost about half its value. For the first time since the Great Depression, investors lost money in the U.S. market over a ten-year period. In sum, the U.S. market is volatile and a risky place to invest. Diversification Diversification is a risk management technique in which an investor purchases a wide variety of investments. The value of a single investment can increase or decrease significantly and quickly and can expose investors to unwanted risk of loss. Investing in companies, countries, asset classes, or securities with similar characteristics may result in a portfolio that is more volatile than desired or necessary. BSIP believes that spreading investment risks over numerous different markets and asset classes may: reduce volatility in certain situations reduce downside risk in certain situations, and • • • allow investors to participate in opportunities not available in US stocks. Diversification can help “smooth out returns” over long periods, but diversification does not work in all situations or periods. For example, in the global financial crisis of 2008, many asset classes performed Page 13 of 32 Disclosure Brochure  poorly, some much worse than US stocks. Types of investment products BSIP uses BSIP appreciates the active management, analytical power, transparency and diversification that mutual funds provide. BSIP also appreciates the transparency, diversification, exposure to particular asset classes and typically lower expenses Exchange-Traded Funds provide. Accordingly, except for securities chosen by a client and insurance products used in certain Retirement Plan plans, BSIP limits its investment offerings to mutual funds, Exchange-Traded Funds, stocks and cash products. These types of investments are described in more detail in section C. BSIP Portfolios BSIP uses the following steps to create and monitor its portfolios: Create target allocation to asset classes BSIP creates its investment strategies by first creating target allocations to asset classes BSIP feels long-term investors should participate in. Among other asset classes, BSIP uses funds that may invest in: • US Stocks • Foreign stocks in developed countries • Foreign stocks in developing or emerging market countries • Real estate stocks (US and foreign) • Commodity contracts or natural resource companies • Global Allocation strategies (the managers of which have discretion to time markets; seek global opportunities; short sell (borrow stock); use leverage (borrow money); buy derivatives; buy other risky assets; and use other risky strategies) • US Bonds (including bonds issued by the US government, US agencies, corporations or municipalities; low-quality (junk) bonds) • Foreign Bonds • Derivatives BSIP changes the percentage allocated to each asset class depending on the portfolio’s level of risk. For example, a “Conservative” portfolio will include more bonds and fewer stocks than an “Aggressive” portfolio. Analyze mutual funds and ETFs to fill asset classes Using software and research data from SCHWAB, Morningstar, Inc. (“Morningstar”) and other sources, BSIP screens mutual funds and ETFs to fill the asset classes chosen for the BSIP portfolios. BSIP may construct portfolios using exclusively ETFs or mutual funds or a blend of both. When examining funds, BSIP examines, among other factors: • whether the fund is a SCHWAB NTF Fund Page 14 of 32 Disclosure Brochure  • expenses the fund charges (the expense ratio) • historical performance over different periods • historical volatility and losses over different periods • portfolio manager tenure and parent company Monitor the portfolios At least quarterly, BSIP evaluates different investment opportunities and evaluates performance, methodology, mutual funds, ETF’s, asset classes, and products. If, based on the factors above or other factors, BSIP determines that a fund should be replaced, added or removed, BSIP will make that change. Rebalance the portfolio At least semi-annually, BSIP examines each client portfolio to determine if the allocations to each fund differ significantly from their target allocations. If the actual allocation differs significantly from its target, BSIP will rebalance the portfolio holdings, unless such rebalancing will not provide significant value, will not be tax-efficient or will be cost-prohibitive in the judgment of BSIP. BSIP may rebalance client portfolios whenever BSIP finds the actual allocations to be significantly different than the target allocations. Because BSIP has discretion to trade its client accounts, BSIP need not notify its clients of any trades prior to making them. 401k Advisory Services BSIP chooses and reviews mutual funds and ETFs to be offered to plan participants at least annually. Material Risks NOTE: This is a list of significant risks, but it is impossible to provide an exhaustive list of all risks investors face. Other risks exist related to investing in these asset classes and other asset classes are not listed here. Each fund prepares a prospectus that lists significant risks of using that fund, and a client may find additional, significant risks in each prospectus. General Warnings about Risk: • Each BSIP client should be prepared to bear the risk of SIGNIFICANT loss. • Investing in any type of security involves risk of substantial loss, possibly even of the entire investment. • BSIP investment strategies include assets that may be more volatile and may lose significantly more money than the US stock market. • Risks Related to BSIP’s Investment Methodology Risk that Diversification Fails to Achieve its Objective BSIP believes that diversifying globally and spreading risks over numerous asset classes is beneficial Page 15 of 32 Disclosure Brochure  to long-term investors. There is a significant risk that diversification fails to reduce losses, reduce volatility or participate in opportunities that are beneficial. Inflation Risk The possibility that the value of assets or income will decrease as inflation erodes the purchasing power of money. Inflation and inflation risk exist whether money is invested or not. Risks Related to Funds The price of a fund’s shares can go up or down substantially. The value of a fund’s investments may change because of broad changes in the markets in which a fund invests or from poor security selection, which could cause a fund to underperform other funds with similar investment objectives. There is no assurance any fund will achieve its investment objective. When an investor sells a fund, the shares may be worth more or less than what the investor paid for them. These risks mean investors can lose money by investing in funds and in BSIP strategies. At times a fund may emphasize investments in a particular industry, economic or market sector, investment type, or geographic area. To the extent that a fund increases its emphasis on investments in a particular industry or sector, investment type or geographic area, the value of its investments may fluctuate more in response to events affecting that particular focus area, such as changes in economic conditions, government regulations, availability of basic resources or supplies, or other events that affect that industry more than others. Market Risk The risk that returns from the securities in which the fund invests will underperform returns from the general securities markets or other types of securities. Portfolio Management Risk The risk that the investment strategy may fail to produce the intended results. Foreign Investment Risk The risk that fund share price will fluctuate with market conditions, currencies and the economic and political climates where investments are made. Price Volatility Risk The risk that the value of the fund’s investment portfolio will change as the prices of its investments go up or down. Stock Risk Factors The value of mutual funds may be affected by changes in the stock markets. Stock markets may experience short-term volatility and may fall sharply at times. Different stock markets may behave differently from each other and U.S. stock markets may move in the opposite direction from one or more foreign stock markets. The prices of individual stocks generally do not move in the same direction at the same time and a variety of factors can affect the price of a particular company’s stock. These Page 16 of 32 Disclosure Brochure  factors may include, but are not limited to: poor earnings reports, a loss of customers, litigation against the company, general unfavorable performance of the company’s sector or industry or changes in government regulations affecting the company or industry. Small and Mid-Sized Company Risks The risk that the stock prices of small and mid-sized companies may be more volatile and their securities may be more difficult to sell than those of larger companies. Inflation Risk The possibility that the value of assets or income will decrease as inflation erodes the purchasing power of money. Inflation and inflation risk exist whether money is invested or not. Market Risk (Systematic Risk) Risk that is common to an entire asset class or “market.” The value of investments may decline over a given time because of economic changes or other events that impact markets on a grand scale. Market Risk cannot be reduced with diversification within that same market. Manager Risk The risk that an asset manager performs poorly. Asset managers can be any person who manages assets, including a financial advisor (such as BSIP), financial planner, mutual fund manager, stock broker, etc. Specific Risk Probability of loss specific to a specific security or investment opportunity and not to the market in general. For example, oil company stocks may rise over a certain period, but the stock price of a particular oil company whose major oil rig exploded may decline over the same time period. Other Risks Other risks include price volatility risk, liquidity risk, securities selection risk, currency risk, regulatory risk, globalization risk, virus and disease pandemic risk and others. No list of risks is exhaustive. BSIP can provide further descriptions and examples of all risks mentioned above upon request. Bond Risk Factors Interest Rate Risk The risk that market interest rates will rise significantly higher than the interest rate earned on a bond. Increasing interest rates decrease a bond’s value because the market is offering higher interest than what the bond is paying. Interest Rate Risk is higher on longer-term bonds. Mutual Funds and ETFs may be required to hold only bonds within a certain maturity range (that is a Page 17 of 32 Disclosure Brochure  certain time period before the bond issue must repay the principal (the amount borrowed) to the bond holder. In such situations, bond funds may be required to sell bonds before they mature when newly-issued bonds are paying more interest. In that case, the fund will likely be selling bonds for less than what the fund purchased the bonds and suffer a loss. Income Risk The risk that income provided by a bond fund will not be steady due to changing interest rates. Credit Risk (also called default risk) The risk that a borrower/bond issuer will fail to pay interest or repay principal when due. Bonds issued by the U.S. Government have virtually no credit risk because they are guaranteed by the US government. Bonds issued by companies and municipalities are more likely to default on bonds. The possibility of a municipality defaulting is lower than a corporation. Junk Bond Risk The risk that these bonds have a higher degree of default risk and may be less liquid than investment grade bonds and fluctuate significantly in price. Prepayment of mortgage-backed Securities Risk The risk that in times of declining interest rates, a fund’s higher-yielding securities will be pre- paid and the fund will have to replace them with securities having a lower yield. Liquidity Risk The risk that there may be no willing buyer of the fund’s portfolio securities and the fund may have to sell those securities as a lower price or may not be able to sell the securities at all, which would have a negative affect on performance. Reinvestment Risk The risk that interest or dividends earned from an investment may not be able to be invested at the same rate of return. Other Risks Investing in bonds include numerous other risks, such as price volatility risk, extension risk (of mortgage-backed securities), market risk, securities selection risk, portfolio management risk, foreign investment risk, asset-backed securities investment risk and others. No list of risks can be exhaustive. BSIP can provide descriptions of all risks mentioned above upon request. Page 18 of 32 Disclosure Brochure  Alternative Asset Risk Factor Short Sale Risk Short sellers attempt to profit from an asset’s decline in price. A short seller borrows an asset, sells the asset, and promises to repay the lender the same asset at a later date. If the asset price declines, the investor can repay his debt at a lower price than he received. If the asset price increases, however, the investor will lose – he must buy the asset at a higher price to repay his debt. Because there is no limit as to how high an asset price can climb, the risk is theoretically limitless. Political Risk The risk that investments in other countries decrease because of political decisions, policies, or uncertainty. Risk of Using Leverage The risk that a fund borrows money in order to increase its returns, but fails to do so. Using leverage (borrowing money to enhance returns) can significantly increase volatility and risk of loss. Developing or Emerging Markets Risk The economies of developing or emerging market countries may be more dependent on relatively few industries that may be highly vulnerable to local and global changes. Their governments may also be more unstable than the governments of developed countries. These countries generally have less developed securities markets or exchanges, and legal and accounting systems. Securities may be more difficult to sell at an acceptable price and may be more volatile than securities in countries with more mature markets. The value of developing or emerging market currencies may fluctuate more than the currencies of countries with more mature markets. Investments in developing or emerging market countries may be subject to greater risk of government restrictions, including confiscatory taxation, expropriation or nationalization of a company’s assets, restrictions on foreign ownership of local companies and restrictions on withdrawing assets from the country. Investments in companies in developing or emerging market countries may be considered speculative. Globalization Risks The adoption or prolongation of protectionist trade policies by one or more countries, changes in economic or monetary policy in the United States or abroad, or a slowdown in the U.S. economy could lead to a decrease in demand for products and reduced flows of capital and income to companies in other countries. Those events might particularly affect companies in emerging and developing market countries. Page 19 of 32 Disclosure Brochure  Risk of Using Derivatives he risk that a fund’s investments in derivatives (an investment whose value is derived through the value of another investment) fails to achieve its desired objective or loses a substantial amount of wealth. Currency Risk The risk that the value of an asset will be affected by fluctuations in currency exchange rates. For example, if dollars must be converted into a different currency to buy an asset, a change in the currency exchange rate will affect the gain or loss made on the investment when the asset is sold and the currency is converted back to dollars. Other Risks Investing in alternative assets can subject investors to those risks described under “Stock Risk Factors,” “Bond Risk Factors,” and “Cash Risk Factors.” Cash Risk Factors Inflation Risk The possibility that the value of assets or income will decrease as inflation erodes the purchasing power of money. Inflation and inflation risk exist whether money is invested or not. Liquidity Risk The risk that an asset may not be easily sold. Real estate and certain ownership interests in private companies are often not very liquid. Market/Systemic Risk The 2008 financial crisis highlighted the possibility of banks failing and money held in historically safe money markets can be vulnerable. Federal insurance for retirement accounts and bank accounts may help dissipate some of this risk. These below risks may apply to any fund in addition to those risks listed above. Senior Debt Risk Because it invests in below-investment grade senior debt, a Fund may be subject to greater levels of credit risk than funds that do not invest in such debt. A Fund may also be subject to greater levels of liquidity risk than funds that do not invest in senior debt. In addition, the senior debt in which a Fund invests may not be listed on any exchange and the secondary market for such debt may be comparatively illiquid relative to markets for other fixed income securities. Consequently, obtaining valuations for such senior debt may be more difficult than obtaining valuations for more actively traded securities. Restrictions on transfers in loan agreements, a lack of publicly available information and other factors may, in certain instances, make senior debt more difficult to sell at an advantageous time Page 20 of 32 Disclosure Brochure  or price than other types of securities or instruments. Additionally, if the issuer of senior debt prepays, a Fund will have to reinvest the proceeds in other senior debt or similar instruments that may pay lower interest rates. Equity Risk Equity securities represent an ownership interest, or the right to acquire an ownership interest, in an issuer. Equity securities also include, among other things, preferred stocks, convertible stocks and warrants. The values of equity securities, such as common stocks and preferred stocks, may decline due to general market conditions which are not specifically related to a particular company, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally. They may also decline due to factors which affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry. Equity securities generally have greater price volatility than fixed income securities. Real Estate Risk A Fund that invests in real estate-linked derivative instruments is subject to risks similar to those associated with direct ownership of real estate, including losses from casualty or condemnation, and changes in local and general economic conditions, supply and demand, interest rates, zoning laws, regulatory limitations on rents, property taxes and operating expenses. An investment in a real estate- linked derivative instrument that is linked to the value of a real estate investment trust ("REIT") is subject to additional risks, such as poor performance by the manager of the REIT, adverse changes to the tax laws or failure by the REIT to qualify for tax-free pass-through of income under the Internal Revenue Code of 1986 as amended (the "Code"). In addition, some REITs have limited diversification because they invest in a limited number of properties, a narrow geographic area, or a single type of property. Also, the organizational documents of a REIT may contain provisions that make changes in control of the REIT difficult and time-consuming. Asset Allocation Risk Portfolio management may favor one or more types of investments or assets that underperform other investments, assets, or securities markets as a whole. Anytime portfolio management buys or sells securities in order to adjust the fund’s asset allocation this will increase portfolio turnover and generate transaction costs. Underlying Funds Risk Because the fund may invest in underlying funds, the fund’s performance will be directly related to the performance of the underlying funds. To the extent that a given underlying fund underperforms its benchmark or its fund peer group, it may contribute to underperformance by the fund. In addition, the fund indirectly pays a portion of the expenses incurred by the underlying funds, which lowers performance. To the extent that the fund’s allocations favor underlying funds with higher expenses, the overall cost of investing paid by the fund will be higher. Page 21 of 32 Disclosure Brochure  Concentration Risk Underlying funds Any underlying fund that concentrates in a particular segment of the market (such as commodities, gold-related investments, infrastructure-related companies and real estate securities) will generally be more volatile than a fund that invests more broadly. Any market price movements, regulatory or technological changes, or economic conditions affecting the particular market segment in which the underlying fund concentrates will have a significant impact on the underlying fund’s performance. While the fund does not concentrate in a particular industry, it may concentrate in an underlying fund, and there is risk for the fund with respect to the aggregation of holdings of underlying funds. The aggregation of holdings of underlying funds may result in the fund indirectly having concentrated assets in a particular industry or group of industries, or in a single issuer. Such indirect concentration may have the effect of increasing the volatility of the fund’s returns. The fund does not control the investments of the underlying funds, and any indirect concentration occurs as a result of the underlying funds following their own investment objectives and strategies. Non-diversification risk – Underlying Funds While the fund is diversified, certain underlying funds may be classified as non-diversified under the Investment Company Act of 1940, as amended. This means that the underlying fund may invest in securities of relatively few issuers. Thus, the performance of one or a small number of portfolio holdings can affect overall performance of the underlying fund. Commodities-Related Investments Risk The commodities-linked derivatives instruments in which the fund invests tend to be more volatile than many other types of securities and may subject the fund to special risks that do not apply to all derivatives transactions. Inflation-Indexed Bond Risk Any rise in interest rates may cause inflation-indexed bonds to decline in price, hurting fund performance. If interest rates rise owing to reasons other than inflation, the fund’s investment in these securities may not be fully protected from the effects of rising interest rates. The performance of any bonds that are indexed to non-US rates of inflation may be higher or lower than those indexed to US inflation rates. The fund’s actual returns could fail to match the real rate of inflation. Gold-related Investments Prices of gold or other precious metals and minerals-related stocks may move up and down rapidly, and have historically offered lower long-term performance than the stock market as a whole. Gold and other precious metals prices can be influenced by a variety of economic, financial and political actors, especially inflation: when inflation is low or expected to fall, prices tend to be weak. Infrastructure-Related Companies Infrastructure-related companies can be affected by various factors, including general or local economic conditions and political developments, changes in regulations, environmental problems, casualty losses, and changes in interest rates. Page 22 of 32 Disclosure Brochure  Focus Risk To the extent that the fund focuses its investments in particular industries, asset changes, or economic conditions affecting companies in those industries, asset classes or sectors will have a significant impact on the fund’s performance. Short Sale Risk If the fund sells a security short and subsequently has to buy the security back at a higher price, the fund will lose money on the transaction. Any loss will be increased by the amount of compensation, interest or dividends and transaction costs the fund must pay to a lender of the security. The amount the fund could lose on a short sale is theoretically unlimited (as compared to a long position, where the maximum loss is the amount invested). The use of short sales, which has the effect of leveraging the fund, could increase the exposure of the fund to the market, increase losses and increase the volatility of returns. Security Selection Risk The securities in the fund’s portfolio may decline in value. Portfolio management could be wrong in its analysis of industries, companies, economic trends, the relative attractiveness of different securities or other matters. Borrowing Risk Borrowing creates leverage. It also adds to fund expenses and at times could effectively force the fund to sell securities when it otherwise might not want to. Conflict of Interest Risk Affiliates of the fund advisor may participate in the primary and secondary market for senior loans. Because of limitations imposed by applicable law, the presence of the Advisor’s affiliates in the senior loan market may restrict the fund’s ability to participate in a restructuring of a senior loan or to acquire some senior loans, or affect the timing or price of such acquisition. Counterparty Risk A financial institution or other counterparty with whom the fund does business, or that underwrites, distributes or guarantees any investments or contracts that the fund owns or is otherwise exposed to, may decline in financial health and become unable to honor its commitments. This could cause losses for the fund or could delay the return or delivery of collateral or other assets to the fund. Currency Strategies Risk The success of the currency strategies depends, in part, on the effectiveness and implementation of portfolio management’s proprietary models. If portfolio management’s analysis proves to be incorrect, losses to the fund may be significant and may substantially exceed the intended level of market exposure for the currency strategies. As part of the currency strategies, the fund will have substantial exposure to the risks of non-US currency markets. Foreign currency rates may fluctuate significantly over short periods of time. Page 23 of 32 Disclosure Brochure  ETF Risk Because ETFs trade on a securities exchange, their shares may trade at a premium or discount to their net asset value. An ETF is subject to the risks of the assets in which it invests as well as those of the investment strategy it follows. The fund incurs brokerage costs when it buys and sells shares of an ETF and also bears its proportionate share of the ETF’s fees and expenses, which are passed through to ETF shareholders. Pricing Risk If market conditions make it difficult to value some investments, the fund may value these investments using more subjective methods, such as fair value pricing. In such cases, the value determined for an investment could be different than the value realized upon such investment’s sale. As a result, you could pay more than the market value when buying fund shares or receive less than the market value when selling fund shares. Tax Status Risk Income from certain commodity-linked investments does not constitute “qualifying income” to the fund. Receipt of such income could cause the fund to be subject to tax at the fund level. The IRS has issued a private ruling to certain underlying funds that such income earned through a wholly-owned Subsidiary constitutes qualifying income. Income from other commodity-linked derivatives in which the fund invests directly may not constitute qualifying income. If such income were determined not to constitute qualifying income and caused the fund’s nonqualifying income to exceed 10% of the fund’s gross income, the fund would be subject to a tax at the fund level or tax on all its income. Securities Lending Risk Any decline in the value of a portfolio security that occurs while the security is out on loan is borne by the fund and will adversely affect performance. Also, there may be delays in recovery of securities loaned or even a loss of rights in the collateral should the borrower of the securities fail financially while holding the security. Subsidiary Risk Certain underlying funds may invest in a wholly-owned subsidiary of the underlying fund (the Subsidiary) that is not registered as an investment company under the Investment Company Act of 1940, as amended, and therefore it is not subject to all of the investor protections of the Investment Company Act of 1940. Moreover, neither the underlying fund nor the Subsidiary currently is subject to the investor protections of the Commodity Exchange Act because of their reliance on certain exclusions from the definition of commodity pool operator. A regulatory change in the US or the Cayman Islands that impacts the Subsidiary or how the underlying fund invests in the Subsidiary, such as a change in tax law, could adversely affect the underlying fund and the fund. As a result of recent changes to certain exclusions from the definition of commodity pool operator under the Commodities Exchange Act, such underlying funds and the Subsidiary may no longer be able to rely on such exclusions from registration under the Commodities Exchange Act and may be subject to regulations under the Commodities Exchange Act. Amendments to such exclusions have been challenged in a court of law and a number Page 24 of 32 Disclosure Brochure  of implementing regulations are not yet final. Accordingly, the impact of such rule changes on the underlying funds and the Subsidiary remains uncertain. The underlying funds and the fund are exposed to the risks associated with the Subsidiary’s investments, which generally include the risks of investing in derivatives and commodities-related investments. NOTE: This is a list of significant risks, but it is impossible to provide an exhaustive list of all risks investors face. Other risks exist related to investing in these asset classes and other asset classes are not listed here. Type of Securities Used by BSIP Investment Types Investments may include mutual funds, ETFs and occasionally individual stocks. Mutual Funds Mutual funds are managed by fund managers who use financial analytics, economic analysis, technical analysis, and other analysis to choose investments the manager believes will outperform the “market” or other benchmark. Certain mutual funds can borrow money to enhance returns, purchase futures contracts or similar investments and they can short sell (sell borrowed investments). These strategies carry unique risks, including “Short Sale Risk” (see below for definition). Mutual funds used in BSIP’s Fund Strategy are sometimes “SCHWAB NTF” funds, which consist of over 2,000 no-load (no sales charges), no transaction fee funds. No-load, no transaction fee funds can be beneficial to investors. Expense ratios for SCHWAB NTF funds are competitive and reasonable, and SCHWAB NTF funds provide flexibility to BSIP clients. BSIP also uses Vanguard and DFA Funds, but is not limited to these fund companies. Exchange-Traded Funds (ETFs) BSIP may use Exchange-Traded Funds (ETFs) in portfolios, and some ETFs may carry a transaction fee for which the client is responsible. ETFs are designed to track a certain benchmark. For example, an S&P 500 ETF will attempt to provide investors the same return as the S&P 500 index (an index that the Standard and Poor’s company created to track what it believes is representative of the U.S. stock market). ETF’s simply and only try to track a benchmark – they do not use fundamental analysis (financial statement analysis) or technical analysis to choose investments in an attempt to outperform a benchmark. Significant Risks of Using Mutual Funds and ETFs Risk of Limiting Investment Product Offerings to Mutual Funds and ETFs BSIP’s investment advice is limited to mutual funds and ETFs and on occasion stocks. BSIP does not recommend individual bonds, private placements or other types of investments. If fund managers do not outperform, investing in individual stocks may be cheaper and more profitable. Additionally, other investment products and strategies may outperform mutual funds and ETFs. Risk of Paying Fund Management Fees and Transaction Costs without Benefit Page 25 of 32 Disclosure Brochure  The risk with limiting products to mutual funds and ETFs is that fund expense ratios and any transaction costs that may apply are sometimes more expensive than investing in the same markets using individual stocks or other investment types. Investors using mutual funds and ETFs risk paying fund expense ratios and transaction costs without receiving the benefit or outperforming the benchmark the manager seeks to beat. Item 9 – Disciplinary Information Neither BSIP nor anyone at BSIP has been or is subject to any legal or disciplinary events that are material to a client’s or prospective client’s evaluation of BSIP’s advisory business or the integrity of BSIP’s management. Item 10 – Other Financial Industry Activities and Affiliations (CONFLICTS OF INTEREST) BSIP has no formal or informal agreement with any company to use its product(s). To the contrary, BSIP has a fiduciary and legal duty to always act in its clients’ best interests. Accordingly, BSIP cannot and does not allow any benefits it receives from service providers or investment product companies to influence its choice of service providers or investment products. That said, the following are or could be considered conflicts of interest, in which BSIP could be influenced to place BSIP’s interests before its clients’ interests. • Recommending moving funds from a 401k or another investment firm under BSIP management • Recommending moving funds from a 401k or another investment firm to an account under BSIP management is a conflict of interest. Because BSIP receives compensation for money BSIP manages, BSIP will obviously benefit from such a recommendation. BSIP uses SCHWAB as its custodian and broker/dealer and SCHWAB provides helpful information, support and other benefits to BSIP at no charge, See “Brokerage Practices” section. Service Providers and Investment Product Companies provide events, seminars, research, discounts on certification programs, advice, meals and entertainment to BSIP personnel at no charge From time to time, SCHWAB, other service providers and investment product companies provide “Benefits” such as events, seminars, research, advice, meals and entertainment to BSIP personnel free of charge including: • BSIP personnel attend seminars provided by investment product companies where mutual fund managers talked about the economy, their funds’ performance and their methodology for managing their funds. • BSIP personnel attend dinners hosted by salespeople who sell proprietary products, such as structured products, to Registered Investment Advisors like BSIP. Page 26 of 32 Disclosure Brochure  • BSIP personnel attend seminars hosted by SCHWAB or other investment product companies, at which the fund company educates the audience about (1) investment products, (2) market outlook or (3) marketing suggestions. Meals and entertainment are often provided at such events. • Mutual Fund Companies, such as Dimensional Funds (DFA), provide BSIP with advice, research, marketing materials and market analysis for which BSIP does not pay. • SCHWAB and other investment companies provide free research on which BSIP may base its investment strategies or use to create marketing material. BSIP views certain of these Benefits as educational, through which BSIP can learn about economic factors, points of view from various experts, specific products, how to improve its service and how to grow its business. Accordingly, such Benefits may be conflicts of interest. Shared office suite with a Certified Public Accountant (C.P.A.) BSIP shares an office suite with a C.P.A. BSIP is independently owned and so is said C.P.A. firm. Expenses including rent and utilities are shared equally between BSIP and C.P.A. firm. BSIP has referred clients to this C.P.A., but clients are free to choose this C.P.A. or any other. BSIP does not receive any referral fees from this C.P.A., or any C.P.A. firm. Item 11 – Code of Ethics; Participation or Interest in Transactions and Personal Trading A fiduciary must deal honestly and with full disclosure in the best interests of the client as that interest is identified and or defined by that client. The Supreme Court has construed this provision as imposing on advisers a fiduciary obligation to their clients. This fiduciary duty requires advisers to manage their client’s portfolios in the best interest of clients, although not in any prescribed manner. Obligations to clients flow from this fiduciary duty. Blue Sky Investment Partners, Inc. prohibits: • Fraud upon the clients, the employees or agents of the firm • Deceit or material misstatements of fact to any client, employee or agent of the firm • Self-Dealing. Blue Sky Investment Partners, Inc. requires that principals of the firm and employees: • Comply with this Code of Ethics • Comply with all federal securities laws • Disclose all material information about themselves including criminal history and work experience • Maintain confidentiality about clients, the firm and its agents • Submit a quarterly report of their securities transactions • Submit an annual report of their portfolio holdings • Report any violation of this Code of Ethics to the Chief Compliance Officer Page 27 of 32 Disclosure Brochure  • Affirm on an annual basis compliance with this Code of Ethics. Client Transactions and Personal Trading BSIP personnel and family members of BSIP personnel use the same strategies as BSIP clients. However, because BSIP uses mostly mutual funds that trade after market close each day, there is little potential for BSIP to trade at different times to its advantage. To the extent BSIP uses ETFs and stocks in its strategies, the volume of trades BSIP may make is too small to provide BSIP a significant benefit if BSIP chose to try to manipulate trades to its advantage. BSIP does not buy or sell securities in bulk (using “block trades”) and then distribute such trades to individual accounts after the trades are made. Related person transactions must be approved by the president of the firm before execution. Related persons may not trade in any equity security on the same day that the security has been traded in a client account. Item 12 – Brokerage Practices The Custodian and Brokers we Use BSIP does not maintain custody of your assets, although we may be deemed to have custody of your assets if you give us authority to withdraw assets from your account (see “Custody” section below). Your assets must be maintained in an account at a “qualified custodian,” generally a broker-dealer or bank. We typically require our clients use Charles Schwab., Inc. (“SCHWAB ”), a registered broker- dealer, member SIPC, as the qualified custodian. 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 (or you) instruct them to. While we recommend that you use SCHWAB as custodian, you will decide whether to do so and will open your account with SCHWAB by entering into an account agreement directly with them. We do not open the account for you, although we may assist you in doing so. Even though your account is maintained at SCHWAB, we can still use other brokers to execute trades for your account as described below (see “Your brokerage and custody costs”). Not all advisers direct or require their clients to create accounts at, hold their assets at, and trade through a particular custodian or broker/dealer. How we select custodians/brokers We seek to use a custodian/broker that will hold your assets and execute transactions on terms that are, overall, most advantageous when compared with other available providers and their services. We consider a wide range of factors, 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 • Breadth of available investment products • Availability of investment research and tools that assist us in making investment decisions Page 28 of 32 Disclosure Brochure  • Quality of services • Competitiveness of the price of those services and willingness to negotiate the prices • Reputation, financial strength and stability • Prior service to us and out other clients • Availability of other products and services that benefit us, as discussed below (see “Products and services available to us from SCHWAB”) • SCHWAB data is uploaded easily to Advyzon, a company through which BSIP calculates client investment performance and creates a client portal. BSIP does not receive referrals from any broker-dealer, including SCHWAB, so BSIP has no incentive to select or recommend a broker-dealer based on referrals. 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. For some accounts, SCHWAB may charge you a percentage of the dollar amount of assets in the account in lieu of commissions. In addition to commissions and asset-based fees, 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 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 those listed above (see “How we select brokers/custodians”). Products and services available to us from SCHWAB Charles Schwab Institutional is SCHWAB ’s business serving independent investment advisory firms like BSIP. SCHWAB provides us and our clients with access to its institutional brokerage services (trading, custody, reporting, and related services), many of which are not typically available to SCHWAB retail customers. SCHWAB also makes available various support services. Some of those services help us manage or administer our clients’ accounts, while other help us manage and grow our business. SCHWAB ’s support services are generally available on an unsolicited basis (we do not have to request them) and at no charge to us. Following is a more detailed description of SCHWAB’S Support Services Services that benefit you. SCHWAB ’s institutional brokerage services include access to a broad range of investment products, execution of securities transaction, and custody of client assets. The investment products available through SCHWAB include some to which we might not otherwise have access or that would require a significantly higher minimum initial investment by our clients. SCHWAB’s services describe in this paragraph generally benefit you and your account. Page 29 of 32 Disclosure Brochure  Services that may not directly benefit you. SCHWAB also makes available to us other products and services that benefit us but may not directly benefit you or your account. 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: • Provide access to client account data (such as duplicate trade confirmations and account statements) • Facilitate trade execution and allocation aggregated trade orders for multiple client accounts • Provide pricing and other market data • Facilitate payment of our fees from our clients’ accounts • Assist 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: • Educational conferences and events • Consulting on technology, compliance, legal and business needs • Publications and conferences on practice management and business succession • Access to employee benefits providers, human capital consultants and insurance providers SCHWAB may provide some of these services itself. In other cases, it will arrange for third-party vendors to provide the services to us. SCHWAB may also discount or waive its fees for some of these services or pay all or a part of a third party’s fees. SCHWAB may also provide us with other benefits such as occasional business entertainment of our personnel. Our interest in SCHWAB ’s services The availability of these services from SCHWAB benefits us because we do not have to produce or purchase them. We do not have to pay for SCHWAB ’s services. These services are not contingent upon us committing any specific amount of business to SCHWAB in trading commissions or assets in custody. We may have an incentive to recommend that you maintain your account with SCHWAB, based on our interest in receiving SCHWAB ’s services that benefit our business rather than based on your interest in receiving the best value in custody services and the most favorable execution of your transactions. This is a potential conflict of interest. We believe, however, that our selection of SCHWAB as custodian and broker is in the best interests of our clients. Our selection is primarily supported by the scope, quality and price of SCHWAB’s services Other custody issues BSIP has some clients that do not custody assets at SCHWAB. Also, many client 401(k), 403(b) and Page 30 of 32 Disclosure Brochure  deferred compensation plans are custodied at Fidelity, TIAA CREF or other custodians. BSIP does not aggregate trades among client accounts because most of the funds BSIP purchases for its clients carry no sales loads or transaction fees. Mutual funds also trade at day’s end, so timing is of no benefit when buying and selling mutual funds. Item 13 – Review of Accounts Approximately once a quarter, BSIP reviews each client investment account. Michael Willman is the supervised person who conducts such reviews. BSIP may review accounts if a particular asset class does particularly well or poorly over a period of time shorter than a year. BSIP may choose to rebalance that position with other positions if BSIP, at its discretion, deems the departure from its target allocation percentage to be significant. BSIP provides clients an online client portal to review their accounts. The client portal will contain a summary of asset classes in which the client is invested, performance data over trailing time periods, cost basis and a list of top portfolio holdings. Clients have direct access to their custodian statements through Schwab and their client portal and are encouraged to review them monthly. BSIP reviews client financial plans approximately once per year. Item 14 – Client Referrals and Other Compensation 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. BSIP does not accept compensation from any person or firm for referrals of BSIP clients. Neither BSIP nor its employees directly or indirectly compensate any person or firm for client referrals. Item 15 - Custody Under government regulations, we are deemed to have custody of your assets if, for example, you authorize us to instruct SCHWAB to deduct our advisory fees directly from your account. SCHWAB maintains actual custody of your assets. You will receive account statements directly from SCHWAB at least quarterly. They will be sent to the email or postal mailing address you provided to SCHWAB. You should carefully review those statements promptly when you receive them. We also urge you to compare SCHWAB ’s account statements with the quarterly portfolio reports you will receive from us. For 401k Advisory Services, BSIP may use SCHWAB or other provider as its custodian. Item 16 – Investment Discretion BSIP accepts and has discretionary authority to manage securities on behalf of clients. Discretionary authority means that without obtaining further consent or authorization from Client, BSIP can buy and sell Client’s investments at any time. Before BSIP assumes this authority, each client authorizes BSIP to trade its accounts with BSIP’s discretion by initializing such authority in SCHWAB ’s account application form or through a separate power of attorney. Item 17 – Voting Client Securities BSIP does not obtain authority to vote client securities, and clients retain full responsibility for voting on securities issues. Clients will receive their proxies or other solicitations directly from SCHWAB or a Page 31 of 32 Disclosure Brochure  transfer agent. Item 18 – Financial Information BSIP has discretionary authority of client funds. BSIP is unaware of any financial condition that is reasonably likely to impair BSIP’s ability to meet contractual commitments to clients. BSIP has not been the subject of a bankruptcy petition at any time during the past ten years. Page 32 of 32 Disclosure Brochure