BRIGHT ADVISORS

Bright Advisors, LLC Firm Brochure March 31, 2026 This brochure provides information about the qualifications and business practices of Bright Advisors, LLC (hereinafter, referred to as “Bright Advisors”). If you have any questions about the contents of this brochure, please contact us at 253-970-4935 or by email at: compliance@brightadvisors.com. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Additional information about Bright Advisors is also available on the SEC’s website at www.adviserinfo.sec.gov. Bright Advisors’ CRD number is: 338693. 4950 S Yosemite St, F2 #394 Greenwood Village, CO 80111 253-970-4935 Email: info@brightadvisors.com 1 Bright Advisors Firm Brochure – Initial Registration  Item 2 – Material Changes This page will discuss the material changes made to Bright Advisors Form ADV Part 2A (“Firm Brochure”) since the last annual amendment. Bright Advisors has reached more than $100 million in assets under management and is registered as a large advisor with the U.S. Securities and Exchange Commission. 2 Bright Advisors Firm Brochure – Initial Registration  Item 3 – Table of Contents Item 2 – Material Changes ............................................................................................. 2 Item 3 – Table of Contents ............................................................................................. 3 Item 4 – Advisory Business ............................................................................................. 4 Item 5 – Fees and Compensation ................................................................................... 9 Item 6 – Performance Based Fees and Side-By-Side Management .................................. 12 Item 7 – Types of Clients .............................................................................................. 13 Item 8 – Methods of Analysis, Investment Strategies, & Risk of Loss ............................... 14 Item 9 – Disciplinary Information .................................................................................. 18 Item 10 – Other Financial Industry Activities, Affiliates, and Conflicts of Interest ............. 19 Item 11 – Code of Ethics .............................................................................................. 21 Item 12 – Brokerage Practices ...................................................................................... 22 Item 13 – Review of Accounts ....................................................................................... 24 Item 14 – Client Referrals and Other Compensation ...................................................... 25 Item 15 – Custody ....................................................................................................... 26 Item 16 – Investment Discretion ................................................................................... 27 Item 17 – Voting Client Securities ................................................................................. 28 Item 18 – Financial Information .................................................................................... 29 3 Bright Advisors Firm Brochure – Initial Registration  Item 4 – Advisory Business Firm Overview Bright Advisors, LLC (“Bright Advisors”) is a Colorado-based Limited Liability Company formed in May 2024. The firm is owned by Jenifer Sapel and Lenore Champagne Beirne. We provide wealth planning, investment management, financial planning, and consulting services designed to support clients in aligning their financial lives with their priorities. Before beginning a relationship, clients enter into one or more written agreements that outline the terms of our engagement. Investment Management Services Bright Advisors offers discretionary and non-discretionary investment management. • Discretionary management allows Bright Advisors to select securities and execute transactions on your behalf without seeking approval for each trade. • Non-discretionary management means Bright Advisors provides recommendations, and you retain authority over all transactions. Our approach is client-centered and multi-dimensional. Each client receives an Investment Policy Statement reflecting their financial circumstances, tax considerations, risk tolerance, and personal priorities. Portfolios are then designed and managed to financial objectives such as balance growth, income, and preservation objectives while also considering other objectives such as gender parity or renewable energy. Our strategy offerings include: • Separately Managed Accounts – Customized portfolios managed at the security level, including direct index portfolios designed to reflect your values, financial goals, and tax objectives. • Unified Managed Accounts – Portfolios that bring together multiple strategies—such as direct indexing, model portfolios, and listed funds—into a single, coordinated account. • Model Portfolios – Diversified allocations of listed funds tailored to meet specific objectives such as growth, income, or capital preservation. • Values-Aligned Portfolios – Built using sustainability research, data science, and tools to translate your priorities into a values-aligned investment approach. • Tax-Smart Portfolios – Designed to improve after-tax outcomes through active tax management, including tax loss harvesting, personalized transitions, and securities gifting. 4 Bright Advisors Firm Brochure – Initial Registration  These strategies are not mutually exclusive and a single client may use any combination of the above. Engaging Reporting – Reporting that goes beyond performance to cover financials, impact, tax, and proxy voting, helping deepen engagement with your portfolio. We are fiduciaries and are committed to acting in your best interest at all times. Our policies prohibit practices that systematically advantage or disadvantage certain clients, and we allocate investment opportunities fairly and equitably across accounts. Use of Third-Party Managers To deliver personalized, multi-factor, and tax-smart strategies across asset classes, Bright Advisors engages other investment advisers to serve as sub-advisers under the discretionary authority clients grant to us. These sub-advisers provide specialized expertise in areas such as direct indexing, sustainable investing, and alternative strategies. Bright Advisors retains overall responsibility for each client relationship while sub-advisers implement the agreed-upon strategies under our oversight. In most cases, the sub-advisory fee is paid from the advisory fee clients already pay to Bright Advisors. In limited situations, a sub- adviser may charge an additional fee. Any such fee will be clearly disclosed in the client’s investment management agreement before the arrangement begins. Financial Planning Services Financial planning is an integral part of our advisory relationship and is generally included in the advisory fee you already pay. Our planning services may include but are not limited to: Investment and retirement planning Insurance and risk management analysis • • Tax considerations • Education funding strategies • • Debt and credit management • Philanthropic & gift planning Our process is designed to support and align your financial decisions with your long-term objectives. In most cases, no separate fee applies. In situations where the scope of work calls for it such as unusually complex, Bright Advisors may propose a separate financial planning engagement. If so, we will collaborate with you on the scope and fee structure before entering into a distinct agreement. 5 Bright Advisors Firm Brochure – Initial Registration  As part of our financial planning services, we may review your insurance and risk management needs. This includes an evaluation of existing policies to help ensure proper coverage for life, health, disability, long-term care, liability, home, and automobile insurance. When appropriate, Bright Advisors and its financial professionals through a brokerage general agency, may recommend an insurance product. If you choose to purchase a product through the BGA, a Bright Advisors professional who is also a licensed insurance agent may receive commission compensation. This creates a conflict of interest, as there is an incentive to recommend products for which additional compensation may be earned. To address this, Bright Advisors requires that all insurance recommendations be made only when they are in the client’s best interest. Clients are never obligated to purchase products through Back Nine or through Bright Advisors representatives and may use any provider of their choice. More detailed information on compensation and potential conflicts can be found in Items 10, and 14 of this brochure. Bespoke Wealth Advisory Services Bright Advisors provides bespoke wealth advisory services for clients with complex financial circumstances, including ultra-high-net-worth families, entrepreneurs, and closely held business owners. These engagements are highly individualized and often extend beyond traditional investment management or financial planning. Because of their customized nature, bespoke wealth advisory services, each offering may vary depending on the client. The scope of services is determined by each client’s specific needs and may include some of the following: • Coordination of estate, tax, and philanthropic planning with clients’ attorneys, accountants, and other advisors • Structuring and oversight of family investment entities or trusts • Strategic liquidity planning for concentrated or illiquid positions • Evaluation and coordination of private investment opportunities • Legacy and multi-generational wealth planning, including governance and education for • family members Integration of values-based objectives, such as impact investing and charitable giving, into overall wealth strategy • Each engagement is tailored to the client’s priorities, with Bright Advisors serving as a central point of coordination to help align financial, investment, and personal objectives within a comprehensive long-term plan. • Other services, as requested. 6 Bright Advisors Firm Brochure – Initial Registration  Outsourced Chief Investment Officer (“OCIO”) In addition to serving individuals and business clients, Bright Advisors provides OCIO services to family offices, foundations, and other institutional clients. Under this model, Bright Advisors acts as an extension of the client’s investment office or team by providing comprehensive portfolio oversight and strategic advice. Our OCIO services typically include some or all of the following: • Development of an Investment Policy Statement tailored to the client’s mission, governance structure, and long-term objectives • Strategic asset allocation and portfolio construction across public and private markets • Selection and ongoing oversight of third-party investment managers and sub-advisers • Implementation of values or mission aligned and tax-smart investment strategies where appropriate • Consolidated performance, risk, and impact reporting across investment programs • Ongoing engagement with boards, investment committees, and other stakeholders to ensure alignment with client priorities Our OCIO approach combines Bright Advisors’ oversight and fiduciary responsibility with the specialized expertise of third-party managers. This structure allows institutional clients to access professional investment management while retaining flexibility and control over key strategic decisions. Rollover Recommendations Bright Advisors may recommend rolling over assets from an employer-sponsored retirement plan into an IRA managed by our firm. While rollovers can provide benefits such as access to a broader range of investment options, personalized strategies, and active tax management, this recommendation creates a conflict of interest. Bright Advisors earns advisory fees only when managing assets, and larger account balances increase the fees payable. • We manage this conflict by adhering to an impartial conduct standard. Our representatives: o Provide rollover advice consistent with fiduciary obligations. o Avoid recommending investments that result in unreasonable compensation. o Fully disclose compensation arrangements and conflicts of interest. o Ensure recommendations are based on your overall best interests, considering costs, investment options, services, and your unique financial circumstances. When giving rollover advice, Bright Advisors acknowledges its fiduciary duty. Our professionals act with care, skill, prudence, and diligence. 7 Bright Advisors Firm Brochure – Initial Registration  Client-Tailored Services and Restrictions Bright Advisors offers the same suite of advisory services to all clients, but each portfolio is customized to the client’s Investment Policy Statement. You may request restrictions on investing in certain securities or types of securities to reflect your values or preferences. If restrictions prevent Bright Advisors from effectively managing your account, or require us to deviate from our standard services, we may choose to end the relationship. Assets Under Management As of February 25, 2026, Bright Advisors has approximately $128,231,306 in assets under management. All assets are managed on a discretionary basis. 8 Bright Advisors Firm Brochure – Initial Registration  Item 5 – Fees and Compensation Fees for Investment Management Services Bright Advisors provides discretionary investment management services and charges an annual fee, billed quarterly in arrears or in advance, depending on what your agreement stipulates. Fees are based on the average daily balance of your account(s) during the applicable quarter. Our standard fee is up to 2% of assets under management. The specific fee schedule for your account may be tiered, a flat percentage, or a flat dollar amount. All fee arrangements will be clearly outlined in your investment management agreement. Fees are typically deducted directly from your account(s) each quarter unless another arrangement is agreed upon in writing. Your fee covers the ongoing investment management and advisory services we provide, including assets held in cash or cash equivalents, and accrued interest and dividends. If you decide to terminate your agreement within five business days of signing, you may do so without penalty and will receive a full refund of any fees paid. After that period, you may end the relationship as outlined in your investment management agreement. In such cases, we will prorate your final fee and return any unearned portion. As noted in Item 6, we do not charge performance-based fees. Fees for Third-Party Managers or Sub-Advisers In some cases, Bright Advisors may recommend or engage other registered investment advisers (“sub-advisers”) to provide specialized management for all or part of your portfolio. When this occurs, the sub-advisory fee is generally paid out of the management fee you already pay to Bright Advisors. For example, if your account is charged a total advisory fee of 1.00% (100 basis points), and a sub-adviser charges 0.40% (40 basis points), you will still pay only 1.00% in total. In that case, Bright Advisors retains 0.60% (60 basis points), and the sub-adviser receives 0.40% (40 basis points). In limited cases, a sub-adviser may charge an additional fee on top of Bright Advisors’ management fee. If this applies to your account, the arrangement and total cost will be disclosed clearly in your investment management agreement before any such engagement begins. The timing and method of fee payment may vary depending on the third-party adviser, but all details will be explained in advance so you understand how costs are assessed. 9 Bright Advisors Firm Brochure – Initial Registration  Fees for Financial Planning Bright Advisors generally provides financial planning services as part of the overall advisory relationship, and these services are included in the investment advisory fee you already pay. This includes reviewing your goals, analyzing your current portfolio, preparing retirement projections, and developing actionable strategies. In certain situations where the scope of work is highly complex or requires a substantial amount of time and effort, Bright Advisors may propose a separate financial planning engagement. In those limited cases, we will collaborate with you to agree on a separate fee and enter into a distinct financial planning agreement. This approach ensures that you receive comprehensive planning support as part of your advisory relationship, while also providing flexibility if your situation requires a more extensive, stand- alone planning effort. Fees for Bespoke Wealth Advisory Services Bright Advisors charges advisory fees for bespoke wealth advisory services that reflect the highly customized nature of these engagements. Fees may be charged up to 1.00% of assets under management. Because each relationship varies in scope, complexity, and required resources, fees for these services are fact-specific and subject to negotiation. In some cases, a fixed or flat fee may be agreed upon instead of, or in addition to, an asset-based fee. All fees and terms will be documented in the client’s written advisory agreement before services begin. Fees for OCIO Services Bright Advisors charges advisory fees for outsourced chief investment officer (“OCIO”) services of up to 1.00% of assets under management. As with bespoke wealth advisory, the actual fee depends on the scope and complexity of the engagement, the size of the portfolio, and the services provided. Fees for OCIO services are fact-pattern specific and subject to negotiation. Depending on the circumstances, clients may agree to an asset-based fee, a flat fee, or a combination of both. The agreed-upon fee arrangement will be clearly set forth in the client’s advisory agreement prior to the start of the engagement. Valuation of Client Assets Your custodian, typically Charles Schwab, is responsible for valuing all assets in your account. Bright Advisors does not determine valuations directly. 10 Bright Advisors Firm Brochure – Initial Registration  For securities without a readily available market price, your custodian will determine fair value in good faith. If your account includes alternative investments, such as private funds, the alternative investment manager or sponsor will generally provide valuations to your custodian. Bright Advisors and any sub-advisers will cooperate with custodians in good faith to ensure fair valuations for billing purposes. Exchange-Traded Funds and Mutual Fund Fees All fees paid to Bright Advisors for investment management are separate from the internal expenses of exchange-traded funds (“ETFs”) and mutual funds in which we may invest your assets. These fund-level costs may include management fees, operational expenses, and, in some cases, distribution or sales charges. These fees are described in each fund’s prospectus. While you could invest directly in these funds without our services, doing so would not provide you with the personalized advice and investment management Bright Advisors delivers. You should review both the fees charged by the funds and our advisory fees to understand your total costs. Because funds often offer multiple share classes with different fee structures, we will help you evaluate the most appropriate options based on your circumstances. Additional Fees & Expenses In addition to advisory fees, you may incur other costs charged by custodians or broker-dealers. These may include: • • • • Transaction charges Custodial fees ETF and mutual fund expenses Brokerage commissions Details regarding brokerage practices can be found in Item 12 of this Form ADV. Advisory Fees in General You should be aware that similar advisory services are available from other firms at different fee levels. Paying ongoing advisory fees reduces the value of your investment portfolio over time because fees are deducted directly from your assets. We encourage you to discuss the impact of fees with your Bright Advisors financial professional so you fully understand the costs and the value of the services you receive. 11 Bright Advisors Firm Brochure – Initial Registration  Item 6 – Performance Based Fees and Side-By-Side Management Bright Advisors does not charge performance-based fees or fees tied to a share of capital gains or capital appreciation in client accounts. 12 Bright Advisors Firm Brochure – Initial Registration  Item 7 – Types of Clients Bright Advisors provides financial planning and investment management services to a wide range of clients, including individuals, high-net-worth individuals (generally defined as having a liquid net worth of $2.2 million or at least $1.1 million invested), and corporations or other business entities. In addition, Bright Advisors offers institutional services, including bespoke wealth advisory and outsourced chief investment officer (“OCIO”) services for family offices, foundations, and similar organizations. These services are tailored to the specific needs, governance structures, and investment objectives of institutional clients. Bright Advisors generally imposes a minimum account value of $500,000. This account minimum may be waved at the advisor’s discretion. However, certain third-party advisers engaged by Bright Advisors may maintain their own account minimums, which vary depending on the investment solution being utilized. Clients who do not meet a third-party adviser’s minimum may not be able to access certain strategies or services. 13 Bright Advisors Firm Brochure – Initial Registration  Item 8 – Methods of Analysis, Investment Strategies, & Risk of Loss At Bright Advisors, our investment approach begins and ends with the client. Our goal is to create a portfolio that: • • • • • • Allows you to meet your long-term financial goals; Is managed in a tax-efficient manner; Produces acceptable returns under a broad range of economic conditions; Makes thoughtful use of active management where appropriate; Limits risk exposures to levels you are comfortable with; and Reflects your personal priorities. We engage third-party managers to implement strategies across asset classes. These managers are chosen for their expertise and are overseen by the Bright Advisors investment adviser representative (“IAR”) responsible for your relationship. Depending on your needs, strategies may incorporate both active and passive elements. Smaller accounts may be managed directly by Bright Advisors IARs, most often through diversified exchange-traded fund (ETF) strategies designed to align with your risk tolerance and objectives, unless otherwise agreed. Asset Classes & Instruments Used Bright Advisors and its third-party managers may recommend or invest in a variety of securities and instruments, including: Individual equity securities • Exchange-traded funds (ETFs) • Mutual funds • • Fixed income securities (government, corporate, and municipal bonds) • Cash and cash equivalents, including money market funds • Alternative investments, such as private funds or hedge funds, where suitable • Non-U.S. securities, including emerging markets • Real estate-related investments, including Real Estate Investment Trusts (REITs) • Options or other derivatives, when appropriate to client circumstances This is not a comprehensive list, and the mix of asset classes and instruments used will depend on each client’s objectives, risk profile, and values, as well as the strategies of any engaged third- party managers. 14 Bright Advisors Firm Brochure – Initial Registration  Risk of Loss Investing in securities involves risk of loss of income and principal. Clients should not assume that the future performance of any investment or strategy recommended by Bright Advisors will be profitable or achieve a specific performance level. Past performance is not indicative of future results. While Bright Advisors seeks to align risks with each client’s strategy, it is not possible to eliminate risk. Clients should be prepared to bear losses. Risks may include, but are not limited to, the following: Market and Investment Risks • Alternative investment risk – private funds or hedge funds may involve higher fees, limited liquidity, and complex structures. • Bond-specific risk – values may change due to credit climate or issuer quality. • Cash and cash equivalents risk – cash may underperform inflation, reducing long-term purchasing power. • Equity risk – equity securities may fluctuate in response to company, industry, or market factors. • Emerging markets risk – securities in developing markets may be particularly volatile and less liquid. • ETF and mutual fund risk – these investments reflect the risks of their underlying holdings and may involve additional management expenses. • Fixed income risk – bonds are subject to interest rate, credit, default, call, and inflation risks; longer maturities are more sensitive to rate changes. • Foreign and currency risk – investments in non-U.S. securities may be affected by political, economic, or currency volatility. • Growth risk – growth stocks may experience rapid swings and may be volatile during earnings disappointments. • Inflation risk – returns may not keep pace with the rising cost of goods and services. • Interest rate risk – rising rates typically reduce the value of fixed-income securities. • Liquidity risk – some securities may be difficult to sell quickly at a favorable price. • Market risk – investment values may fluctuate due to broad market movements. • Options and derivatives risk – these may result in significant or total loss; uncovered options in particular may involve substantial risk. 15 Bright Advisors Firm Brochure – Initial Registration  Strategy and Management Risks • Active management risk – higher turnover can increase costs and taxable gains. In addition, there is always the risk that the actively managed account strategy will underperform its benchmark. • Limited operating history risk – as a newer adviser, Bright Advisors has less of a track record than established firms. • Long-term trading risk – while designed for growth, long-term strategies still face inflation, economic, and political risks. • Management risk – Bright Advisors’ judgments, or those of its sub-advisers, may prove incorrect. • Margin risk – use of leverage may magnify gains and losses and force sales at unfavorable times. • Non-diversification risk – concentrated strategies may suffer larger losses from declines in a single issuer or sector. • Short-term trading risk – frequent trading may increase costs and reduce after-tax returns. • Strategy risk – no Bright Advisors strategy succeeds under all conditions; clients should evaluate their ability to maintain investments over time. • Tracking error risk – performance may diverge from benchmarks due to holdings, timing, or expenses. • Third-party adviser risk – Bright Advisors relies on selected sub-advisers to manage accounts. We do not control their daily operations, and risks may include underperformance, “style drift,” or compliance failures. • Values-based investing risk – applying discernment to your investments may limit investment opportunities and effect financial performance relative to other strategies. Operational and Other Risks • Annuity and insurance product risks – insurance products may be subject to contract limitations and depend on the financial strength of the issuing company. • Cybersecurity risk – reliance on technology exposes Bright Advisors and its service providers to risks of cyberattacks, data breaches, or system failures that could compromise client data or delay account access. 16 Bright Advisors Firm Brochure – Initial Registration  • Regulatory risk – changes in laws or regulations may restrict certain strategies or affect performance. Bright Advisors builds and manages portfolios to help clients achieve their long-term financial goals while respecting risk tolerance, optimizing for tax efficiency, and aligning investments with each client’s values. You should carefully review your goals, time horizon, and risk tolerance with your advisor to ensure the chosen strategy remains appropriate as your circumstances evolve. 17 Bright Advisors Firm Brochure – Initial Registration  Item 9 – Disciplinary Information As an investment adviser, Bright Advisors is required to disclose any legal or disciplinary events that are material to a client’s evaluation of our business or the integrity of our management. Bright Advisors and its employees have no legal or disciplinary events to report for this item. 18 Bright Advisors Firm Brochure – Initial Registration  Item 10 – Other Financial Industry Activities, Affiliates, and Conflicts of Interest Affiliates Bright Ventures. Due to common ownership, Bright Advisors has an affiliate in Bright Ventures, a venture capital fund and strategy group focused on inclusive innovation. Clients may be solicited to invest in the venture capital fund when appropriate and we believe it is in the clients’ best interests. Due to the shared ownership interest, this creates a conflict of interest in that Bright Advisors, or the owners of Bright Advisors, have a financial incentive to recommend clients invest in the fund. Bright Advisors will always act in the best interests of the client, and all conflicts will be disclosed here as well and be supplemented in the fund offering documentation. The Practice at Bright. Due to common ownership, Bright Advisors’ owners also have an affiliate named Mountains LLC, which does business under the name “The Practice at Bright.” This is an executive coaching firm that offers coaching, training, and development programs for individuals and institutions. Bright Advisors occasionally offers financial workshops and educational content through this entity. This service is offered to clients of the firm but is primarily directed at other investment advisers and executives within and outside of financial services. When offered to advisory clients, this practice does create certain conflicts of interest." Sale of Insurance Products (Bright Insurance) Bright Advisors is not a licensed insurance agency but is under common ownership with Bright Insurance. The firm does, however, generally utilizes the services of a Brokerage General Agency (“BGA”) called Back Nine Insurance and Financial Services, Inc. (“Back Nine”) when placing new insurance products for clients. Certain Bright Advisors financial professionals are separately licensed as insurance agents. In this capacity, they may recommend insurance products as part of the financial planning process. If a client purchases an insurance product through Back Nine, the insurance-licensed professional may receive customary commissions. This arrangement creates a potential conflict of interest, as there may be an incentive to recommend one insurance product over another if the compensation structure is more favorable. Bright Advisors addresses this conflict by requiring that any recommendation be made in the client’s best interest. Clients are under no obligation to purchase insurance products through Back Nine or through any Bright Advisors professional and may choose any provider they wish. 19 Bright Advisors Firm Brochure – Initial Registration  Bright Advisors does not typically recommend that clients liquidate advisory account securities to fund an insurance purchase. Such a recommendation would only be made if it is determined to be in the client’s overall best interest. Bright Constellation Bright Constellation has various programs, and puts on networking events and workshops for both company founders and investors within the funds run by Bright Ventures, mentioned above. Bright Constellation does not provide services to Bright Advisors retail clients, unless those clients are also company founders or investors within the funds run by Bright Ventures. Other Potential Conflicts Bright Advisors financial professionals have the option to participate in limited investment offerings alongside clients of Bright Advisors, including private real estate transactions, provided the participation does not disadvantage Bright Advisors’ clients. 20 Bright Advisors Firm Brochure – Initial Registration  Item 11 – Code of Ethics Bright Advisors follows a written Code of Ethics that reflects our fiduciary duty to always put client interests first. The Code sets high standards of honesty and professionalism for everyone at the firm. Our Code requires that: • Client interests take priority over personal interests. • Potential conflicts are disclosed to our Chief Compliance Officer (“CCO”). • Employees avoid activities that could compromise their ability to act in your best interest. Every supervised person receives the Code when they join the firm and re-certifies compliance each year. They must promptly report any potential violations to the CCO. The Code also sets rules for personal investing, gifts and entertainment, outside business activities, political contributions, and the handling of material non-public information. A copy of our Code of Ethics is available upon request at compliance@brightadvisors.com Personal Investing From time to time, Bright Advisors employees may buy or sell securities that are also recommended to clients. These transactions could create the appearance of a conflict of interest. To manage this, employees must report their personal holdings and trades. The CCO reviews these reports to ensure client accounts are not disadvantaged. Employees must also obtain approval before investing in private placements or initial public offerings. Trading at the Same Time as Clients Occasionally, employees may trade the same securities at or around the same time as clients. These activities are reviewed to ensure they do not disadvantage clients. Principal and Agency Cross Transactions Bright Advisors does not engage in Principal Transactions (trading directly with clients from our own accounts) or Agency Cross Transactions (acting as broker for both sides of a trade). 21 Bright Advisors Firm Brochure – Initial Registration  Item 12 – Brokerage Practices Factors Used to Select Custodians Bright Advisors generally requires clients to use Schwab Institutional, a division of Charles Schwab & Co., Inc. However, the firm may permit the use of other custodians on a case-by-case basis. Custodians and broker-dealers are recommended based on Bright Advisors’ duty to seek “best execution,” which is the obligation to seek execution of securities transactions for clients on the most favorable terms under the circumstances. Clients will not necessarily pay the lowest commission or commission equivalent. In addition to price, Bright Advisors may consider factors such as market expertise and access to research, including written research, discussions with analysts, admission to conferences, and other broker resources that support our investment process. Bright Advisors never charges a premium or commission on transactions beyond the actual cost imposed by the broker-dealer or custodian. Access to Research & Other Benefits Bright Advisors may receive research, products, or services from its broker-dealer in connection with client securities transactions (“soft dollar benefits”), consistent with the safe harbor in Section 28(e) of the Securities Exchange Act of 1934. These benefits may influence our choice of broker, although there is no guarantee that any particular client will benefit directly from them. Bright Advisors benefits by not having to produce or pay for such research, products, or services, and this creates an incentive to recommend brokers that provide these benefits. Clients should be aware that this may result in higher commissions than would otherwise be charged. Brokerage for Client Referrals Bright Advisors does not receive client referrals from any broker-dealer or third party in exchange for selecting or recommending that broker-dealer. Clients Directing Which Broker/Dealer or Custodian to Use Bright Advisors generally requires clients to use a specific broker-dealer or custodian to execute transactions. Clients who direct Bright Advisors to use a broker or custodian other than Schwab Institutional should understand that we may be unable to achieve the most favorable execution of their transactions. Directed brokerage may result in higher costs, less favorable prices, or delayed execution compared to arrangements where Bright Advisors is permitted to select the broker. 22 Bright Advisors Firm Brochure – Initial Registration  Aggregating (Block) Trading for Multiple Client Accounts Bright Advisors may aggregate (“block”) trades for clients in similar strategies where it is appropriate and consistent with our duty to seek best execution. This policy applies to accounts managed directly by Bright Advisors. Accounts managed by third-party advisers are not included under this policy; however, Bright Advisors expects those firms to also place trades in a fair and equitable manner consistent with their fiduciary duty to clients. Generally, we combine multiple orders for the same securities across participating accounts. The resulting trades are then allocated to client accounts in a fair and equitable manner. Allocations are typically proportional to the size of each account’s order, but are not based on account performance or the amount or structure of management fees. When block trading is used, each participating account receives the same average price per share and pays its proportionate share of transaction costs. In certain circumstances, Bright Advisors may exercise discretion in allocation to reflect specific client needs, market conditions, or other relevant factors, but all allocations are designed to avoid systematically disadvantaging any client. Accounts owned by Bright Advisors or its associated persons may participate in block trades alongside client accounts, but they will never receive preferential treatment. When aggregation is not possible or not used, clients may receive less favorable prices, pay higher commissions, or experience less efficient execution. Trade Rotation In circumstances where block trading is not possible—such as when client accounts are held at different custodians or when trading restrictions prevent aggregation—Bright Advisors may use a trade rotation policy to ensure fair and equitable treatment across client accounts. Trade rotation means that orders for the same or similar securities are entered sequentially across applicable accounts, and the order of execution may vary from trade to trade. This process is designed to ensure that no client account is systematically disadvantaged over time. Bright Advisors monitors trade execution to confirm that all accounts are treated fairly and consistently with our fiduciary duty. 23 Bright Advisors Firm Brochure – Initial Registration  Item 13 – Review of Accounts All client accounts managed by Bright Advisors are done so on a continuous and regular basis. The accounts are continuously monitored and reviewed by Bright Advisors’ Investment Management Team, or the individual financial professional engaged by the client to manage the account. The firm seeks to conduct a formal review with the client annually, though it may be conducted in person or via conference call. Financial plans are provided electronically via approved third-party vendors, and there are generally no formal “financial plans” delivered. You will receive access to a third-party platform, and we will assist you in the set-up process and in helping to maintain your financial planning profile on the system. As mentioned, we may encourage you to implement the various aspects of the financial plan through us, and the potential conflict of interest varies depending on the recommendation. For example, insurance is potentially a critical component of a financial plan, and your insurance needs often vary over time. We may recommend you increase your insurance coverage based upon your needs, and we have a conflict of interest if you purchase the insurance through a Bright Advisors financial professional who is also a licensed insurance agent. Factors that Will Trigger a Non-Periodic Review of Client Accounts Reviews may be triggered by material market, economic or political events, or by changes in a client’s financial situations (such as retirement, termination of employment, physical move, marriage, divorce, or inheritance). Content & Frequency of Regular Reports Provided to Clients Each client of Bright Advisors’ advisory services provided on an ongoing basis will receive a quarterly report detailing the client’s account, including assets held, asset value, and calculation of fees. This written report will come from the custodian. In the event Bright Advisors agrees to provide a written financial plan, each financial planning client will receive the financial plan upon completion. 24 Bright Advisors Firm Brochure – Initial Registration  Item 14 – Client Referrals and Other Compensation Bright Advisors does not receive any economic benefits, sales awards, prizes, or other compensation from third parties in connection with the investment advice we provide to clients. Our only source of compensation is the advisory fees paid directly by our clients, as described in Item 5 of this brochure. Bright Advisors also does not have arrangements with third parties to act as promoters of our services, nor do we pay referral fees, solicitation fees, or any form of compensation to non- advisory personnel for client referrals. If Bright Advisors were to enter into referral or solicitation arrangements in the future, all such relationships would be fully disclosed in advance and conducted in compliance with Rule 206(4)-1 of the Investment Advisers Act of 1940 and all other applicable regulations. 25 Bright Advisors Firm Brochure – Initial Registration  Item 15 – Custody Bright Advisors does not take physical custody of client assets. We are, however, deemed to have custody in limited circumstances when clients authorize us to instruct their custodian to deduct advisory fees directly from their accounts. In all cases, the custodian maintains actual custody of client assets. Clients receive account statements directly from the custodian at least quarterly, sent to the mailing or email address provided on the account application or any subsequent change of address form. We encourage clients to carefully review these custodial statements and to compare them with any reports they receive from Bright Advisors. In certain accounts, Bright Advisors may also be deemed to have custody when clients provide Standing Letters of Authorization (“SLOAs”) allowing us to transfer funds from their account to designated third parties. In these cases, Bright Advisors will only initiate withdrawals as directed by the client, specifying the recipient, amount, and timing. Although custody under SLOAs would typically require an annual surprise examination, Bright Advisors is not subject to this requirement because we rely on the conditions outlined in the Securities and Exchange Commission’s No-Action Letter issued on February 21, 2017. 26 Bright Advisors Firm Brochure – Initial Registration  Item 16 – Investment Discretion As part of our investment management services, Bright Advisors typically receives discretionary authority from clients at the beginning of the advisory relationship. Discretionary authority allows us to make investment decisions and place trades in your account without seeking approval for each transaction. This authority permits us to: • Decide which securities to buy or sell • Determine the amount of securities to buy or sell • Exchange or convert securities, including money market instruments • Decide on the timing of transactions • Select the broker used to execute transactions Discretionary authority is granted when you sign a discretionary investment management agreement with Bright Advisors. You may limit this authority through written instructions, account paperwork, or your investment policy statement. These limitations can be changed or amended at any time by providing updated written instructions or revised account documents. If you choose not to grant Bright Advisors discretionary authority, or restrict our ability to sell a certain position or asset class, our role is limited to making recommendations regarding securities and transaction sizes. While we may place trades on your behalf, you are responsible for approving and determining the timing of each transaction. Since you have control of the timing, this may negatively impact our ability to achieve best execution on your behalf. 27 Bright Advisors Firm Brochure – Initial Registration  Item 17 – Voting Client Securities Bright Advisors will vote client proxies in accordance with each client’s instructions. Clients may either retain full responsibility for voting their proxies or delegate the responsibility to Bright Advisors. To support this process, Bright Advisors uses Broadridge Financial Solutions, Inc. (“Broadridge”). Broadridge provides research, administrative support, and a platform that allows clients to select from a range of voting guidelines, including traditional governance, sustainability, and values-based approaches. Clients who delegate proxy voting to Bright Advisors may direct us to apply their chosen guidelines through the Broadridge platform. Clients may also instruct us to vote on specific issues differently from their chosen guidelines at any time. Bright Advisors’ role is to implement client instructions, oversee the proxy voting process, and ensure compliance with applicable SEC and state regulatory requirements. We maintain all required records of proxy voting policies, procedures, and votes cast. Clients may request a copy of our proxy voting policies and procedures, as well as information on how their proxies were voted, by contacting us. 28 Bright Advisors Firm Brochure – Initial Registration  Item 18 – Financial Information Bright Advisors has never been the subject of a bankruptcy petition and has no financial conditions to disclose that would impair our ability to meet contractual commitments to clients. The firm does not solicit or accept prepayment of advisory fees of more than $1,200 per client, six months or more in advance. As a result, Bright Advisors is not required to include a balance sheet with this brochure. If you have any questions about this Firm Brochure, our Chief Compliance Officer, Jenifer Sapel, remains available to address your questions. You may contact her at 253-970-4935. 29 Bright Advisors Firm Brochure – Initial Registration