BRIGHT ANGEL ADVISORS LLC

Bright Angel Advisors LLC Firm Brochure - Form ADV Part 2A This brochure provides information about the qualifications and business practices of Bright Angel Advisors LLC. If you have any questions about the contents of this brochure, please contact us at (612) 372-0090 or by email at: mbarrett@brightangeladvisors.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 Angel Advisors LLC is also available on the SEC’s website at www.adviserinfo.sec.gov. Bright Angel Advisors LLC’s CRD number is: 311704. 3900 Northwoods Dr. Suite 350 St Paul, MN 55112 (612) 372-0090 mbarrett@brightangeladvisors.com Registration as an investment adviser does not imply a certain level of skill or training. Version Date: 1/1/2026 i  Item 2: Material Changes Since the last annual update to this brochure, dated January 1, 2025, the following material changes have been made: Bright Angel Advisors LLC has no material changes to report. ii  Item 3: Table of Contents Item 1: Cover Page Item 2: Material Changes ....................................................................................................................................... ii Item 3: Table of Contents ...................................................................................................................................... iii Item 4: Advisory Business ......................................................................................................................................2 Item 5: Fees and Compensation .............................................................................................................................3 Item 6: Performance-Based Fees and Side-By-Side Management ....................................................................4 Item 7: Types of Clients ..........................................................................................................................................4 Item 8: Methods of Analysis, Investment Strategies, & Risk of Loss ...............................................................5 Item 9: Disciplinary Information ...........................................................................................................................7 Item 10: Other Financial Industry Activities and Affiliations ...........................................................................8 Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading .................9 Item 12: Brokerage Practices ................................................................................................................................10 Item 13: Review of Accounts ................................................................................................................................11 Item 14: Client Referrals and Other Compensation ..........................................................................................11 Item 15: Custody ....................................................................................................................................................13 Item 16: Investment Discretion ............................................................................................................................13 Item 17: Voting Client Securities (Proxy Voting) ..............................................................................................13 Item 18: Financial Information .............................................................................................................................14 iii  Item 4: Advisory Business A. Description of the Advisory Firm Bright Angel Advisors LLC (hereinafter “Bright Angel Advisor”) is a Limited Liability Company organized in the State of Minnesota. The firm was formed in September 2020, and the principal owner is Michael James Barrett. B. Types of Advisory Services Portfolio Management Services Bright Angel Advisor offers ongoing portfolio management services based on the individual goals, objectives, time horizon, and risk tolerance of each client. Bright Angel Advisor creates an Investment Policy Statement for each client, which outlines the client’s current situation (income, tax levels, and risk tolerance levels). Portfolio management services include, but are not limited to, the following: • • • Investment strategy • • Asset allocation • Risk tolerance Personal investment policy Asset selection Regular portfolio monitoring Bright Angel Advisor evaluates the current investments of each client with respect to their risk tolerance levels and time horizon. Bright Angel Advisor will require discretionary authority from clients in order to select securities and execute transactions without permission from the client prior to each transaction. Risk tolerance levels are documented in the Investment Policy Statement, which is given to each client. Bright Angel Advisor seeks to provide that investment decisions are made in accordance with the fiduciary duties owed to its accounts and without consideration of Bright Angel Advisor’s economic, investment or other financial interests. To meet its fiduciary obligations, Bright Angel Advisor attempts to avoid, among other things, investment or trading practices that systematically advantage or disadvantage certain client portfolios, and accordingly, Bright Angel Advisor’s policy is to seek fair and equitable allocation of investment opportunities/transactions among its clients to avoid favoring one client over another over time. It is Bright Angel Advisor’s policy to allocate investment opportunities and transactions it identifies as being appropriate and prudent among its clients on a fair and equitable basis over time. Services Limited to Specific Types of Investments Bright Angel Advisor generally limits its investment advice to mutual funds, fixed income securities, equities and ETFs (including ETFs in the gold and precious metal sectors). 2  Bright Angel Advisor may use other securities as well to help diversify a portfolio when applicable. C. Client Tailored Services and Client Imposed Restrictions Bright Angel Advisor offers the same suite of services to all of its clients. However, specific client investment strategies and their implementation are dependent upon the client Investment Policy Statement which outlines each client’s current situation (income, tax levels, and risk tolerance levels). Clients may not impose restrictions in investing in certain securities or types of securities in accordance with their values or beliefs. D. Wrap Fee Programs A wrap fee program is an investment program where the investor pays one stated fee that includes management fees, transaction costs, fund expenses, and other administrative fees. Bright Angel Advisor does not participate in any wrap fee programs. E. Assets Under Management Bright Angel Advisor has the following assets under management: Discretionary Amounts: Non-discretionary Amounts: Date Calculated: $224,115,580 $0 Dec 31, 2025 Item 5: Fees and Compensation A. Fee Schedule Portfolio Management Fees Total Assets Under Management Annual Fees All Assets 0.50% - 1.00% The advisory fee is calculated using the value of the assets in the Account on the last business day of the prior calendar year. These fees are generally negotiable and the final fee schedule will be memorialized in the client’s advisory agreement. Clients may terminate the agreement without penalty for a full refund of Bright Angel Advisor's fees within five business days of signing the Investment Advisory Contract. Thereafter, clients may terminate the Investment Advisory Contract immediately upon written notice. 3  B. Payment of Fees Payment of Portfolio Management Fees Asset-based portfolio management fees are withdrawn directly from the client's accounts with client's written authorization on a quarterly basis. Fees are paid in advance. C. Client Responsibility For Third Party Fees Clients are responsible for the payment of all third party fees (i.e. custodian fees, brokerage fees, mutual fund fees, transaction fees, etc.). Those fees are separate and distinct from the fees and expenses charged by Bright Angel Advisor. Please see Item 12 of this brochure regarding broker-dealer/custodian. D. Prepayment of Fees Bright Angel Advisor collects fees in advance. Refunds for fees paid in advance but not yet earned will be refunded on a prorated basis and returned within fourteen days to the client via check, or return deposit back into the client’s account. For all asset-based fees paid in advance, the fee refunded will be equal to the balance of the fees collected in advance minus the daily rate* times the number of days elapsed in the billing period up to and including the day of termination. (*The daily rate is calculated by dividing the annual asset-based fee rate by 365.) E. Outside Compensation For the Sale of Securities to Clients Neither Bright Angel Advisor nor its supervised persons accept any compensation for the sale of investment products, including asset-based sales charges or service fees from the sale of mutual funds. Item 6: Performance-Based Fees and Side-By-Side Management Bright Angel Advisor does not accept performance-based fees or other fees based on a share of capital gains on or capital appreciation of the assets of a client. Item 7: Types of Clients Bright Angel Advisor generally provides advisory services to the following types of clients: ❖ Individuals 4  ❖ ❖ High-Net-Worth Individuals Charitable Organizations There is no account minimum for any of Bright Angel Advisor’s services. Item 8: Methods of Analysis, Investment Strategies, & Risk of Loss A. Methods of Analysis and Investment Strategies Methods of Analysis Bright Angel Advisor’s methods of analysis include Fundamental analysis and Technical analysis. Fundamental analysis involves the analysis of financial statements, the general financial health of companies, and/or the analysis of management or competitive advantages. Technical analysis involves the analysis of past market data; primarily price and volume. Investment Strategies Bright Angel Advisor uses long term trading. Investing in securities involves a risk of loss that you, as a client, should be prepared to bear. B. Material Risks Involved Methods of Analysis Fundamental analysis concentrates on factors that determine a company’s value and expected future earnings. This strategy would normally encourage equity purchases in stocks that are undervalued or priced below their perceived value. The risk assumed is that the market will fail to reach expectations of perceived value. Technical analysis attempts to predict a future stock price or direction based on market trends. The assumption is that the market follows discernible patterns and if these patterns can be identified then a prediction can be made. The risk is that markets do not always follow patterns and relying solely on this method may not take into account new patterns that emerge over time. 5  Investment Strategies Long term trading is designed to capture market rates of both return and risk. Due to its nature, the long-term investment strategy can expose clients to various types of risk that will typically surface at various intervals during the time the client owns the investments. These risks include but are not limited to inflation (purchasing power) risk, interest rate risk, economic risk, market risk, and political/regulatory risk. Investing in securities involves a risk of loss that you, as a client, should be prepared to bear. C. Risks of Specific Securities Utilized Clients should be aware that there is a material risk of loss using any investment strategy. The investment types listed below are not guaranteed or insured by the FDIC or any other government agency. Mutual Funds: Investing in mutual funds carries the risk of capital loss and thus you may lose money investing in mutual funds. All mutual funds have costs that lower investment returns. The funds can be of bond “fixed income” nature (lower risk) or stock “equity” nature. Equity investment generally refers to buying shares of stocks in return for receiving a future payment of dividends and/or capital gains if the value of the stock increases. The value of equity securities may fluctuate in response to specific situations for each company, industry conditions and the general economic environments. Fixed income investments generally pay a return on a fixed schedule, though the amount of the payments can vary. This type of investment can include corporate and government debt securities, leveraged loans, high yield, and investment grade debt and structured products, such as mortgage and other asset-backed securities, although individual bonds may be the best known type of fixed income security. In general, the fixed income market is volatile and fixed income securities carry interest rate risk. (As interest rates rise, bond prices usually fall, and vice versa. This effect is usually more pronounced for longer-term securities.) Fixed income securities also carry inflation risk, liquidity risk, call risk, and credit and default risks for both issuers and counterparties. The risk of default on treasury inflation protected/inflation linked bonds is dependent upon the U.S. Treasury defaulting (extremely unlikely); however, they carry a potential risk of losing share price value, albeit rather minimal. Risks of investing in foreign fixed income securities also include the general risk of non-U.S. investing described below. Exchange Traded Funds (ETFs): An ETF is an investment fund traded on stock exchanges, similar to stocks. Investing in ETFs carries the risk of capital loss (sometimes up to a 100% loss in the case of a stock holding bankruptcy). Areas of concern include the lack of transparency in products and increasing complexity, conflicts of interest and the possibility of inadequate regulatory compliance. Risks in investing in ETFs include 6  trading risks, liquidity and shutdown risks, risks associated with a change in authorized participants and non-participation of authorized participants, risks that trading price differs from indicative net asset value (iNAV), or price fluctuation and disassociation from the index being tracked. With regard to trading risks, regular trading adds cost to your portfolio thus counteracting the low fees that one of the typical benefits of ETFs. Additionally, regular trading to beneficially “time the market” is difficult to achieve. Even paid fund managers struggle to do this every year, with the majority failing to beat the relevant indexes. With regard to liquidity and shutdown risks, not all ETFs have the same level of liquidity. Since ETFs are at least as liquid as their underlying assets, trading conditions are more accurately reflected in implied liquidity rather than the average daily volume of the ETF itself. Implied liquidity is a measure of what can potentially be traded in ETFs based on its underlying assets. ETFs are subject to market volatility and the risks of their underlying securities, which may include the risks associated with investing in smaller companies, foreign securities, commodities, and fixed income investments (as applicable). Foreign securities in particular are subject to interest rate, currency exchange rate, economic, and political risks, all of which are magnified in emerging markets. ETFs that target a small universe of securities, such as a specific region or market sector, are generally subject to greater market volatility, as well as to the specific risks associated with that sector, region, or other focus. ETFs that use derivatives, leverage, or complex investment strategies are subject to additional risks. Precious Metal ETFs (e.g., Gold, Silver, or Palladium Bullion backed “electronic shares” not physical metal) specifically may be negatively impacted by several unique factors, among them (1) large sales by the official sector which own a significant portion of aggregate world holdings in gold and other precious metals, (2) a significant increase in hedging activities by producers of gold or other precious metals, (3) a significant change in the attitude of speculators and investors. The return of an index ETF is usually different from that of the index it tracks because of fees, expenses, and tracking error. An ETF may trade at a premium or discount to its net asset value (NAV) (or indicative value in the case of exchange-traded notes). The degree of liquidity can vary significantly from one ETF to another and losses may be magnified if no liquid market exists for the ETF’s shares when attempting to sell them. Each ETF has a unique risk profile, detailed in its prospectus, offering circular, or similar material, which should be considered carefully when making investment decisions. Past performance is not indicative of future results. Investing in securities involves a risk of loss that you, as a client, should be prepared to bear. Item 9: Disciplinary Information A. Criminal or Civil Actions There are no criminal or civil actions to report. B. Administrative Proceedings There are no administrative proceedings to report. 7  C. Self-regulatory Organization (SRO) Proceedings There are no self-regulatory organization proceedings to report. Item 10: Other Financial Industry Activities and Affiliations A. Registration as a Broker/Dealer or Broker/Dealer Representative Neither Bright Angel Advisor nor its representatives are registered as, or have pending applications to become, a broker/dealer or a representative of a broker/dealer. B. Registration as a Futures Commission Merchant, Commodity Pool Operator, or a Commodity Trading Advisor Neither Bright Angel Advisor nor its representatives are registered as or have pending applications to become either a Futures Commission Merchant, Commodity Pool Operator, or Commodity Trading Advisor or an associated person of the foregoing entities. C. Registration Relationships Material to this Advisory Business and Possible Conflicts of Interests Michael James Barrett is a CPA and owner of M.J. Barrett & Co. PLLC. This entity provides tax preparation and accounting services. From time to time, he will offer clients advice or products from this activity. Bright Angel Advisors LLC always acts in the best interest of the client. Clients are in no way required to utilize the services of any representative of Bright Angel Advisors LLC in their capacity as an accountant. D. Selection of Other Advisers or Managers and How This Adviser is Compensated for Those Selections Bright Angel Advisor does not utilize nor select third-party investment advisers. 8  Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading A. Code of Ethics Bright Angel Advisor has a written Code of Ethics that covers the following areas: Prohibited Purchases and Sales, Insider Trading, Personal Securities Transactions, Exempted Transactions, Prohibited Activities, Conflicts of Interest, Gifts and Entertainment, Confidentiality, Service on a Board of Directors, Compliance Procedures, Compliance with Laws and Regulations, Procedures and Reporting, Certification of Compliance, Reporting Violations, Compliance Officer Duties, Training and Education, Recordkeeping, Annual Review, and Sanctions. Bright Angel Advisor's Code of Ethics is available free upon request to any client or prospective client. B. Recommendations Involving Material Financial Interests Bright Angel Advisor does not recommend that clients buy or sell any security in which a related person to Bright Angel Advisor or Bright Angel Advisor has a material financial interest. C. Investing Personal Money in the Same Securities as Clients From time to time, representatives of Bright Angel Advisor may buy or sell securities for themselves that they also recommend to clients. This may provide an opportunity for representatives of Bright Angel Advisor to buy or sell the same securities before or after recommending the same securities to clients resulting in representatives profiting off the recommendations they provide to clients. Such transactions may create a conflict of interest. Bright Angel Advisor will always document any transactions that could be construed as conflicts of interest and will never engage in trading that operates to the client’s disadvantage when similar securities are being bought or sold. D. Trading Securities At/Around the Same Time as Clients’ Securities From time to time, representatives of Bright Angel Advisor may buy or sell securities for themselves at or around the same time as clients. This may provide an opportunity for representatives of Bright Angel Advisor to buy or sell securities before or after recommending securities to clients resulting in representatives profiting off the recommendations they provide to clients. Such transactions may create a conflict of interest; however, Bright Angel Advisor will never engage in trading that operates to the client’s disadvantage if representatives of Bright Angel Advisor buy or sell securities at or around the same time as clients. 9  Item 12: Brokerage Practices A. Factors Used to Select Custodians and/or Broker/Dealers Custodians/broker-dealers will be recommended based on Bright Angel Advisor’s duty to seek “best execution,” which is the obligation to seek execution of securities transactions for a client on the most favorable terms for the client under the circumstances. Clients will not necessarily pay the lowest commission or commission equivalent, and Bright Angel Advisor may also consider the market expertise and research access provided by the broker-dealer/custodian, including but not limited to access to written research, oral communication with analysts, admittance to research conferences and other resources provided by the brokers that may aid in Bright Angel Advisor's research efforts. Bright Angel Advisor will never charge a premium or commission on transactions, beyond the actual cost imposed by the broker-dealer/custodian. Bright Angel Advisor will require clients to use Schwab Institutional, a division of Charles Schwab & Co., Inc. 1. Research and Other Soft-Dollar Benefits While Bright Angel Advisor has no formal soft dollars program in which soft dollars are used to pay for third party services, Bright Angel Advisor may receive research, products, or other services from custodians and broker-dealers in connection with client securities transactions (“soft dollar benefits”). Bright Angel Advisor may enter into soft-dollar arrangements consistent with (and not outside of) the safe harbor contained in Section 28(e) of the Securities Exchange Act of 1934, as amended. There can be no assurance that any particular client will benefit from soft dollar research, whether or not the client’s transactions paid for it, and Bright Angel Advisor does not seek to allocate benefits to client accounts proportionate to any soft dollar credits generated by the accounts. Bright Angel Advisor benefits by not having to produce or pay for the research, products or services, and Bright Angel Advisor will have an incentive to recommend a broker-dealer based on receiving research or services. Clients should be aware that Bright Angel Advisor’s acceptance of soft dollar benefits may result in higher commissions charged to the client. 2. Brokerage for Client Referrals Bright Angel Advisor receives no referrals from a broker-dealer or third party in exchange for using that broker-dealer or third party. 3. Clients Directing Which Broker/Dealer/Custodian to Use Bright Angel Advisor will require clients to use a specific broker-dealer to execute transactions. Not all advisers require clients to use a particular broker-dealer. 10  B. Aggregating (Block) Trading for Multiple Client Accounts Bright Angel Advisor does not aggregate or bunch the securities to be purchased or sold for multiple clients. This may result in less favorable prices, particularly for illiquid securities or during volatile market conditions. Item 13: Review of Accounts A. Frequency and Nature of Periodic Reviews and Who Makes Those Reviews All client accounts for Bright Angel Advisor's advisory services provided on an ongoing basis are reviewed at least Monthly by Michael J Barrett, President, with regard to clients’ respective investment policies and risk tolerance levels. All accounts at Bright Angel Advisor are assigned to this reviewer. B. 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 client's financial situations (such as retirement, termination of employment, physical move, or inheritance). C. Content and Frequency of Regular Reports Provided to Clients Each client of Bright Angel Advisor's 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. Bright Angel Advisor will also provide at least quarterly a separate written statement to the client. Item 14: Client Referrals and Other Compensation A. Economic Benefits Provided by Third Parties for Advice Rendered to Clients (Includes Sales Awards or Other Prizes) Bright Angel Advisor does not receive any economic benefit, directly or indirectly from any third party for advice rendered to Bright Angel Advisor's clients. With respect to Schwab, Bright Angel Advisor receives access to Schwab’s institutional trading and custody services, which are typically not available to Schwab retail investors. These services generally are available to independent investment advisers on an 11  unsolicited basis, at no charge to them so long as a total of at least $10 million of the adviser’s clients’ assets are maintained in accounts at Schwab Advisor Services. Schwab’s services include brokerage services that are related to the execution of securities transactions, custody, research, including that in the form of advice, analyses and reports, and access to mutual funds and other investments that are otherwise generally available only to institutional investors or would require a significantly higher minimum initial investment. For Bright Angel Advisor client accounts maintained in its custody, Schwab generally does not charge separately for custody services but is compensated by account holders through commissions or other transaction-related or asset-based fees for securities trades that are executed through Schwab or that settle into Schwab accounts. Schwab also makes available to Bright Angel Advisor other products and services that benefit Bright Angel Advisor but may not benefit its clients’ accounts. These benefits may include national, regional or Bright Angel Advisor specific educational events organized and/or sponsored by Schwab Advisor Services. Other potential benefits may include occasional business entertainment of personnel of Bright Angel Advisor by Schwab Advisor Services personnel, including meals, invitations to sporting events, including golf tournaments, and other forms of entertainment, some of which may accompany educational opportunities. Other of these products and services assist Bright Angel Advisor in managing and administering clients’ accounts. These include software and other technology (and related technological training) that provide access to client account data (such as trade confirmations and account statements), facilitate trade execution (and allocation of aggregated trade orders for multiple client accounts, if applicable), provide research, pricing information and other market data, facilitate payment of Bright Angel Advisor’s fees from its clients’ accounts (if applicable), and assist with back-office training and support functions, recordkeeping and client reporting. Many of these services generally may be used to service all or some substantial number of Bright Angel Advisor’s accounts. Schwab Advisor Services also makes available to Bright Angel Advisor other services intended to help Bright Angel Advisor manage and further develop its business enterprise. These services may include professional compliance, legal and business consulting, publications and conferences on practice management, information technology, business succession, regulatory compliance, employee benefits providers, human capital consultants, insurance and marketing. In addition, Schwab may make available, arrange and/or pay vendors for these types of services rendered to Bright Angel Advisor by independent third parties. Schwab Advisor Services may discount or waive fees it would otherwise charge for some of these services or pay all or a part of the fees of a third-party providing these services to Bright Angel Advisor. Bright Angel Advisor is independently owned and operated and not affiliated with Schwab. B. Compensation to Non – Advisory Personnel for Client Referrals Bright Angel Advisor does not directly or indirectly compensate any person who is not advisory personnel for client referrals. 12  Item 15: Custody When advisory fees are deducted directly from client accounts at client's custodian, Bright Angel Advisor will be deemed to have limited custody of client's assets and must have written authorization from the client to do so. Clients will receive all account statements and billing invoices that are required in each jurisdiction, and they should carefully review those statements for accuracy. Bright Angel Advisor may be deemed to have custody over the funds and securities of the trust(s) that Bright Angel Advisor manages and for which it or its related persons serve as trustee. Item 16: Investment Discretion Bright Angel Advisor provides discretionary investment advisory services to clients. The advisory contract established with each client sets forth the discretionary authority for trading. Where investment discretion has been granted, Bright Angel Advisor generally manages the client’s account and makes investment decisions without consultation with the client as to when the securities are to be bought or sold for the account, the total amount of the securities to be bought/sold, what securities to buy or sell, or the price per share. Item 17: Voting Client Securities (Proxy Voting) Bright Angel Advisor acknowledges its fiduciary obligation to vote proxies on behalf of those clients that have delegated to it, or for which it is deemed to have, proxy voting authority. Bright Angel Advisor will vote proxies on behalf of a client solely in the best interest of the relevant client and has established general guidelines for voting proxies. Bright Angel Advisor may also abstain from voting if, based on factors such as expense or difficulty of exercise, it determines that a client’s interests are better served by abstaining. Further, because proxy proposals and individual company facts and circumstances may vary, Bright Angel Advisor may vote in a manner that is contrary to the general guidelines if it believes that doing so would be in a client’s best interest to do so. If a proxy proposal presents a conflict of interest between Bright Angel Advisor and a client, then Bright Angel Advisor will disclose the conflict of interest to the client prior to the proxy vote and, if participating in the vote, will vote in accordance with the client's wishes. Clients may obtain a complete copy of the proxy voting policies and procedures by contacting Bright Angel Advisor in writing and requesting such information. Each client may also request, by contacting Bright Angel Advisor in writing, information concerning the manner in which proxy votes have been cast with respect to portfolio securities held by the relevant client during the prior annual period. 13  Item 18: Financial Information A. Balance Sheet Bright Angel Advisor neither requires nor solicits prepayment of more than $1,200 in fees per client, six months or more in advance, and therefore is not required to include a balance sheet with this brochure. B. Financial Conditions Reasonably Likely to Impair Ability to Meet Contractual Commitments to Clients Neither Bright Angel Advisor nor its management has any financial condition that is likely to reasonably impair Bright Angel Advisor’s ability to meet contractual commitments to clients. C. Bankruptcy Petitions in Previous Ten Years Bright Angel Advisor has not been the subject of a bankruptcy petition in the last ten years. 14