BLOOM ADVISORS, INC.

Item 1: Cover Page Item 1: Cover Page Part 2A of Form ADV Firm Brochure March 24, 2025 Bloom Advisors, Inc. SEC No 801-49217 31275 Northwestern Hwy., Suite 145 Farmington Hills, MI 48334 phone: 248-932-5200 toll free: 855-932-2200 fax: 248-932-5201 toll free fax: 844-932-2201 email: info@bloomadvisors.com website: www.bloomadvisors.com This brochure provides information about the qualifications and business practices of Bloom Advisors, Inc. If you have any questions about the contents of this brochure, please contact us at 248-932-5200 or info@bloomadvisors.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. Registration with the SEC or state regulatory authority does not imply a certain level of skill or expertise. Additional information about Bloom Advisors, Inc., is also available on the SEC’s website at www.adviserinfo.sec.gov. Page 1  Item 2: Material Changes Item 2: Material Changes This Firm Brochure is our disclosure document prepared according to regulatory requirements and rules. Consistent with the rules, we will ensure that you receive a summary of any material changes to this and subsequent Brochures within 120 days of the close of our business fiscal year. Furthermore, we will provide you with other interim disclosures about material changes as necessary. There are no material changes to this Brochure from the last annual update issued in March 2024. Page 2  Item 3: Table of Contents Item 3: Table of Contents Item 1: Cover Page ...................................................................................................................................................... 1 Item 2: Material Changes .......................................................................................................................................... 2 Item 3: Table of Contents ......................................................................................................................................... 3 Item 4: Advisory Business ......................................................................................................................................... 4 Item 5: Fees and Compensation ............................................................................................................................ 6 Item 6: Performance-Based Fees and Side-by-Side Management ........................................................... 8 Item 7: Types of Clients ............................................................................................................................................. 9 Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss ................................................. 10 Item 9: Disciplinary Information ........................................................................................................................... 15 Item 10: Other Financial Industry Activities and Affiliations ........................................................................ 16 Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ........................................................................................................................................................... 17 Item 12: Brokerage Practices ................................................................................................................................... 19 Item 13: Review of Accounts ................................................................................................................................... 27 Item 14: Client Referrals and Other Compensation ........................................................................................ 28 Item 15: Custody .......................................................................................................................................................... 29 Item 16: Investment Discretion ............................................................................................................................... 31 Item 17: Voting Client Securities ............................................................................................................................ 32 Item 18: Financial Information ................................................................................................................................ 33 Page 3  Item 4: Advisory Business Item 4: Advisory Business A. Ownership/Advisory History Bloom Advisors, Inc. (“Bloom Advisors” or the “firm”), is a Michigan corporation. Bloom Advisors was founded in 1995 by Ken Bloom and Rick Bloom, who remain the firm’s principal owners. B. Advisory Services Offered Money Management Services Bloom Advisors provides professional money management services for individual investors on a discretionary, no-commission, fee-only basis. This means we are not paid any commissions on the investments we purchase or sell on behalf of our clients, nor do we receive any compensation or other forms of payments from any investments. Our sole compensation is the advisory fee paid by our clients for our services. We also provide investment advice on clients’ retirement plan assets held in qualified retirement plans, (i.e., 401(k) and 403(b) plans, etc.). Please be advised that our recommendations to you are confined to the investment alternatives made available by the plan. Bloom Advisors’ money management services are predicated on the client's investment objectives, goals, tolerance for risk, and other personal and financial circumstances. Bloom Advisors will analyze each client's current investments, investment objectives, goals, age, time horizon, financial circumstances, investment experience, investment restrictions and limitations, and risk tolerance and implement a portfolio consistent with such investment objectives, goals, risk tolerance and related financial circumstances. We construct a broad-based diversified investment portfolio specifically designed to meet each client’s individual financial situation that composed of securities and utilizing strategies described in Item 8 of this brochure. Clients have the right to provide the firm with any reasonable investment restrictions on the management of their portfolio, which must be in writing and sent to the firm. Clients should promptly notify the firm in writing of any changes in such restrictions or in the client's personal financial circumstances, investment objectives, goals and tolerance for risk. Bloom Advisors will remind clients of their obligation to inform the firm of any such changes or any restrictions that should be imposed on the management of the client’s account. Bloom Advisors will attempt to contact clients at least annually to determine whether there have been any changes in a client's personal financial circumstances, investment objectives and tolerance for risk. Retirement Rollovers – Conflicts and Added Fees. As a fee-based investment adviser, Bloom Advisors (and its investment adviser representatives) makes more money either when your account assets grow or when you add money to your account. As a plan participant, clients may be paying little or nothing for the plan’s investment services. As such, clients’ costs are likely to be more post-rollover. We may compensate our investment professionals in a way that incrementally rewards them based on the level of aggregate revenue they generate for our firm. In this regard, we have policies and procedures for supervisory review to ensure we are advising Page 4  Item 4: Advisory Business clients in a way that’s in their best interests. In addition, we conduct an annual review of rollover transactions to ensure our business practices are aligned in a manner that places clients’ interests first. Such annual review is provided to a member of our executive team, who certifies the firm’s compliance. We do not engage in sales contests, production awards, or related giveaways that inhibit our ability to provide advice that’s in clients’ best interests. We regularly update our conflicts of interest and will update clients accordingly on any material changes affecting our relationship with them. C. Client-Tailored Services and Client-Imposed Restrictions Each client’s account will be managed on the basis of the client’s financial situation and investment objectives and in accordance with any reasonable restrictions imposed by the client on the management of the account—for example, restricting the type or amount of security to be purchased in the portfolio. D. Wrap Fee Programs Bloom Advisors does not participate in wrap fee programs, where brokerage commissions and transaction costs are included in the asset-based fee charged to the client. E. Client Assets Under Management As of December 31, 2024, Bloom Advisors managed $1,407,680,642 of client assets, all on a discretionary basis. Page 5  Item 5: Fees and Compensation Item 5: Fees and Compensation A. Methods of Compensation and Fee Schedule The annual fee for money management services will be charged as a percentage of assets under management according to the following fee schedule, which represents the firm’s maximum fees for individual services. Fees may be negotiable based on individual circumstances. Assets Under Management Annual Fee Rate Less than $250,000 $250,000 - $1,000,000 Above $1,000,000 1.5% 1.0% 0.75% Asset-based fees are always subject to the investment advisory agreement between the client and Bloom Advisors. Such fees are assessed quarterly and are calculated, in arrears, based on the average daily balance of the portfolio. For individual client retirement plan assets held in qualified retirement plans (i.e., 401(k), 403(b), and similar retirement plan participant accounts) advised by Bloom Advisors, Bloom Advisors will access the participant accounts, as authorized by such clients, on or about the 10th calendar day of each calendar month. The values for each month in the quarterly period are added together and divided by three to determine the average billing value. The average billing value is then applied against the quarterly advisory fee rate to compute the quarterly advisory fee due Bloom Advisors. B. Client Payment of Fees Bloom Advisors does not require the prepayment of its fees. Bloom Advisors requires clients to authorize the direct debit of fees from their accounts. Exceptions may be granted subject to the firm’s consent for clients to be billed directly for our fees. For directly debited fees, the custodian’s periodic statements will show each fee deduction from the account. Bloom Advisors will deduct advisory fees directly from the client’s account provided that (i) the client provides written authorization to the qualified custodian, and (ii) the qualified custodian sends the client a statement, at least quarterly, indicating all amounts disbursed from the account. The client is responsible for verifying the accuracy of the fee calculation, as the client’s custodian will not verify the calculation. A client investment advisory agreement may be canceled at any time by the client, or by Bloom Advisors with 30 days’ prior written notice to the client. Upon termination, any earned, unpaid fees will be immediately due and payable. C. Additional Client Fees Charged All fees paid for investment advisory services are separate and distinct from the fees and expenses charged by exchange-traded funds, mutual funds, broker-dealers, and custodians retained by clients. Such fees and expenses are described in each exchange-traded fund and Page 6  Item 5: Fees and Compensation mutual fund’s prospectus, and by any broker-dealer custodian retained by the client. Clients are advised to read these materials carefully before investing. If a mutual fund also imposes sales charges, a client may pay an initial or deferred sales charge as further described in the mutual fund’s prospectus. A client using Bloom Advisors may be precluded from using certain mutual funds because they may not be offered by the client's custodian. Please refer to the Brokerage Practices section (Item 12) for additional information regarding the firm’s brokerage practices. D. External Compensation for the Sale of Securities to Clients Bloom Advisors advisory professionals are compensated through a salary and bonus structure Bloom Advisors is not paid any sales, service, or administrative fees for the sale of mutual funds or any other investment products with respect to managed advisory assets. E. Important Disclosure – Custodian Investment Programs Please be advised that the firm utilizes certain custodians/broker-dealers. Under these arrangements, we can access certain investment programs offered through such custodian(s) that offer certain compensation and fee structures that create conflicts of interest of which clients need to be aware. Please note the following: Limitation on Mutual Fund Universe for Custodian Investment Programs: There are certain programs in which we participate where a client’s investment options may be limited in certain of these programs to those mutual funds and/or mutual fund share classes that pay 12b-1 fees and other revenue sharing fee payments, and the client should be aware that the firm is not selecting from among all mutual funds available in the marketplace when recommending mutual funds to the client. Conflict Between Revenue Share Class (12b-1) and Non-Revenue Share Class Mutual Funds: Revenue share class/12b-1 fees are deducted from the net asset value of the mutual fund and generally, all things being equal, cause the fund to earn lower rates of return than those mutual funds that do not pay revenue sharing fees. The client is under no obligation to utilize such programs or mutual funds. Although many factors will influence the type of fund to be used, the client should discuss with their investment adviser representative whether a share class from a comparable mutual fund with a more favorable return to investors is available that does not include the payment of any 12b-1 or revenue sharing fees given the client’s individual needs and priorities and anticipated transaction costs. In addition, the receipt of such fees can create conflicts of interest in instances where the custodian receives the entirety of the 12b-1 and/or revenue sharing fees and takes the receipt of such fees into consideration in terms of benefits it may elect to provide to the firm, even though such benefits may or may not benefit some or all of the firm’s clients. Page 7  Item 6: Performance-Based Fees and Side-by-Side Management Item 6: Performance-Based Fees and Side-by-Side Management Bloom Advisors does not accept either performance-based or side-by-side fees., Some financial firms receive performance-based fees based on a share of capital gains in the client’s portfolio, or side-by-side fees, which is a combination of performance-based fees and other types of fees, such as hourly or flat fees, which presents conflicts of interests. In our opinion, charging clients performance-based fees may cause the investment adviser to focus more on short-term gains rather than focusing on the client’s long-term financial goals, which is our philosophy at Bloom Advisors. Therefore, Bloom Advisors only charges clients an advisory fee for its money management services equal to a percentage of the portfolios assets as outlined in Item 5, Fees and Compensation, above. Page 8  Item 7: Types of Clients Item 7: Types of Clients Bloom Advisors provides professional money management services for individuals and high net worth individuals. Bloom Advisors generally requires a minimum account size of $250,000. Bloom Advisors, in its sole discretion, may waive the required minimum. Page 9  Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss A. Methods of Analysis and Investment Strategies Investing in securities involves a risk of loss that you, as a client, should be prepared to bear. There is no guarantee that any specific investment or strategy will be profitable for a particular client. Methods of Analysis Bloom Advisors uses a variety of sources of data to conduct its economic, investment and market analysis, which may include economic and market research materials prepared by others, conference calls hosted by individual companies or mutual funds, corporate rating services, annual reports, prospectuses, and company press releases, and financial newspapers and magazines. Bloom Advisors may employ outside vendors or utilize third-party software to assist in formulating investment recommendations to clients. ▪ Factor investing is an investment approach that involves targeting specific drivers of return across asset classes. There are two main types of factors: macroeconomic and style. ▪ Optimization involves the use of mathematical algorithms to determine the appropriate mix of assets given the firm’s current capital market rate assessment and a particular client’s risk tolerance. ▪ Technical analysis involves charting price and volume data as reported by the exchange where the security is traded to look for price trends. Mutual Funds, Exchange-Traded Funds, and Individual Securities Bloom Advisors may recommend ”institutional share class” mutual funds, exchange-traded funds (“ETFs”), As a general matter, Bloom Advisors does not recommend individual securities. A description of the criteria to be used in formulating an investment recommendation for mutual funds, ETFs, and individual securities is set forth below. Bloom Advisors has formed relationships with third-party vendors that ▪ prepare performance reports ▪ perform billing and certain other administrative tasks Bloom Advisors may utilize additional independent third parties to assist it in recommending and monitoring individual securities, mutual funds, and ETFs to clients as appropriate under the circumstances. Bloom Advisors reviews certain quantitative and qualitative criteria related to funds and to formulate investment recommendations to its clients. Quantitative criteria may include ▪ the performance history of a fund evaluated against that of its peers and other benchmarks ▪ an analysis of risk-adjusted returns Page 10  Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss ▪ an analysis of the manager’s contribution to the investment return (e.g., manager’s alpha), standard deviation of returns over specific time periods, sector and style analysis ▪ the fund’s fee structure ▪ the relevant fund manager’s tenure Qualitative criteria used in selecting/recommending funds include the investment objectives and/or management style and philosophy of a fund; a fund’s consistency of investment style; and employee turnover and efficiency and capacity. Quantitative and qualitative criteria related to funds are reviewed by Bloom Advisors on a quarterly basis or such other interval as appropriate under the circumstances. In addition, funds are reviewed to determine the extent to which their investments reflect efforts to time the market, or evidence style drift such that their portfolios no longer accurately reflect the particular asset category attributed to the fund by Bloom Advisors (both of which are negative factors in implementing an asset allocation structure). Bloom Advisors may negotiate reduced account minimum balances and reduced fees with managers under various circumstances (e.g., for clients with minimum level of assets committed to the manager for specific periods of time, etc.). There can be no assurance that clients will receive any reduced account minimum balances or fees, or that all clients, even if apparently similarly situated, will receive any reduced account minimum balances or fees available to some other clients. Also, account minimum balances and fees may significantly differ between clients. Each client’s individual needs and circumstances will determine portfolio weighting, which can have an impact on fees given the funds or managers utilized. Bloom Advisors will endeavor to obtain equal treatment for its clients with funds, but cannot assure equal treatment. Bloom Advisors will regularly review the activities of funds utilized for the client. Clients who invest in mutual funds should first review and understand the disclosure documents of those mutual funds, which contain information relevant to such retention or investment, including information on the methodology used to analyze securities, investment strategies, fees and conflicts of interest. Material Risks of Investment Instruments Bloom Advisors generally invests in the following types of securities: ▪ Mutual fund securities ▪ Exchange-traded funds Mutual Fund Securities Investing in mutual funds carries inherent risk. The major risks of investing in a mutual fund include the quality and experience of the portfolio management team and its ability to create fund value by investing in securities that have positive growth, the amount of individual company diversification, the type and amount of industry diversification, and the type and amount of sector diversification within specific industries. In addition, mutual funds tend to be tax inefficient and therefore investors may pay capital gains taxes on fund investments while not having yet sold the fund. Page 11  Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss Exchange-Traded Funds (“ETFs”) ETFs are investment companies whose shares are bought and sold on a securities exchange. Generally, an ETF holds a portfolio of securities designed to track a particular market segment or index. Some examples of ETFs are SPDRs®, streetTRACKS®, DIAMONDSSM, NASDAQ 100 Index Tracking StockSM (“QQQs SM”) iShares® and VIPERs®. ETFs have embedded expenses that the client indirectly bears. Investing in ETFs involves risk. Specifically, ETFs, depending on the underlying portfolio and its size, can have wide price (bid and ask) spreads, thus diluting or negating any upward price movement of the ETF or enhancing any downward price movement. Also, ETFs require more frequent portfolio reporting by regulators and are thereby more susceptible to actions by hedge funds that could have a negative impact on the price of the ETF. Certain ETFs may employ leverage, which creates additional volatility and price risk depending on the amount of leverage utilized, the collateral and the liquidity of the supporting collateral. Further, the use of leverage (i.e., employing the use of margin) generally results in additional interest costs to the ETF. Certain ETFs are highly leveraged and therefore have additional volatility and liquidity risk. Volatility and liquidity can severely and negatively impact the price of the ETF’s underlying portfolio securities, thereby causing significant price fluctuations of the ETF. B. Investment Strategy and Method of Analysis Material Risks Bloom Advisors’ investment process comprises five integrated components: 1. Strategic asset allocation 2. Investment selection 3. Portfolio construction 4. Monitoring 5. Ongoing rebalancing Our asset allocation targets strive to maximize the level of returns for any given risk level. Further, our investment strategies broadly diversify clients’ assets, covering the full range of investment styles, sub-asset classes (such as U.S. large cap growth, foreign large cap value, fixed income, etc.), and regions. Our strategies include access to investments that possess qualities that we think will help drive performance. We believe those qualities include, but are not limited to, performance and style consistency, a reasonable manager tenure, low fees, organizational stability, and a clear, well thought out investment process. Bloom Advisors’ approach is to construct portfolios so they are better aligned with a client’s risk profile. To help ensure that client portfolios continue to meet those expectations in a variety of market conditions, the investment team actively manages the portfolios’ overall risks through a systematic rebalancing process. Our ongoing rebalancing methodology is instrumental in keeping the integrity of the risk/reward characteristics of our strategies intact. Page 12  Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss Additionally, all of the portfolios are diversified across a range of investment/asset class categories to help reduce volatility, a measure of how much an investment’s or portfolio’s value fluctuates over time. And although diversification can help reduce volatility and risk, it can never eliminate it entirely. Further, our portfolios are designed with the objective of maximizing returns for any given risk level. Key Investment Tenets: ▪ We do not engage in high frequency trading, or market timing strategies because they do not offer the risk/reward characteristics we seek in managing investment portfolios for clients. ▪ We remain fully invested through various market environments, using our stock and bond allocations as a way to control risk. ▪ We use a diversified, multi-asset class approach to managing portfolios, which generally entails using more than six to ten funds of various styles and sizes. Margin Leverage Bloom Advisors does not utilize leverage; however, there may be instances in which the use of leverage may be requested by the clients for personal use. In this regard, please review the following: The use of margin leverage enhances the overall risk of investment gain and loss to the client’s investment portfolio. For example, investors are able to control $2 of a security for $1. So if the price of a security rises by $1, the investor earns a 100% return on their investment. Conversely, if the security declines by $.50, then the investor loses 50% of their investment. The use of margin leverage entails borrowing, which results in additional interest costs to the investor. Broker-dealers who carry customer accounts require a minimum equity requirement when clients utilize margin leverage. The minimum equity requirement is stated as a percentage of the value of the underlying collateral security with an absolute minimum dollar requirement. For example, if the price of a security declines in value to the point where the excess equity used to satisfy the minimum requirement dissipates, the broker-dealer will require the client to deposit additional collateral to the account in the form of cash or marketable securities. A deposit of securities to the account will require a larger deposit, as the security being deposited is included in the computation of the minimum equity requirement. In addition, when leverage is utilized and the client needs to withdraw cash, the client must sell a disproportionate amount of collateral securities to release enough cash to satisfy the withdrawal amount based upon similar reasoning as cited above. Regulations concerning the use of margin leverage are established by the Federal Reserve Board and vary if the client’s account is held at a broker-dealer versus a bank custodian. Broker-dealers and bank custodians may apply more stringent rules as they deem necessary. Short-Term Trading Bloom Advisors does not utilize short-term trading. Page 13  Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss Short Selling Bloom Advisors does not engage in short selling. Technical Trading Models Technical trading models are mathematically driven based upon historical data and trends of domestic and foreign market trading activity, including various industry and sector trading statistics within such markets. Technical trading models, through mathematical algorithms, attempt to identify when markets are likely to increase or decrease and identify appropriate entry and exit points. The primary risk of technical trading models is that historical trends and past performance cannot predict future trends, and there is no assurance that the mathematical algorithms employed are designed properly, updated with new data, and can accurately predict future market, industry, and sector performance. C. Concentration Risks There is an inherent risk for clients who have their investment portfolios heavily weighted in one security, one industry or industry sector, one geographic location, one investment manager, one type of investment instrument (equities versus fixed income). Clients who have diversified portfolios, as a general rule, incur less volatility and therefore less fluctuation in portfolio value than those who have concentrated holdings. Concentrated holdings may offer the potential for higher gain, but also offer the potential for significant loss. Page 14  Item 9: Disciplinary Information Item 9: Disciplinary Information As a registered investment advisory firm, Bloom Advisors is subject to regulation by the Securities and Exchange Commission (SEC). We place a high priority on ethical conduct and compliance with the relevant rules and regulations that govern investment advisers. We are very proud to report that Bloom Advisors has never had any legal or disciplinary actions against the firm, our management team or our financial advisors. A. Criminal or Civil Actions There is nothing to report on this item. B. Administrative Enforcement Proceedings There is nothing to report on this item. C. Self-Regulatory Organization Enforcement Proceedings There is nothing to report on this item. Page 15  Item 10: Other Financial Industry Activities and Affiliations Item 10: Other Financial Industry Activities and Affiliations A. Broker-Dealer or Representative Registration Neither Bloom Advisors nor its affiliates, employees, or independent contractors are registered broker-dealers and do not have an application to register pending. B. Futures or Commodity Registration Neither Bloom Advisors nor its affiliates are registered as a commodity firm, futures commission merchant, commodity pool operator or commodity trading advisor and do not have an application to register pending. C. Material Relationships Maintained by this Advisory Business and Conflicts of Interest Bloom Advisors is affiliated with Bloom, Bloom & Associates, P.C., our legal services firm, specializing in estate legal services, small and family-owned businesses, real estate, and tax planning. Bloom Advisors may refer clients to Bloom, Bloom & Associates for specific legal services. Likewise, Bloom & Bloom Associates may refer their legal clients in need of advisory services to Bloom Advisors. In these situations, clients do not have any obligation to use Bloom, Bloom & Associates for their legal matters or Bloom Advisors for advisory services. Each entity will bill its own fees unless otherwise requested by the client (e.g., at client’s request, legal fees may be debited from the client’s custodial account). For the referral of any advisory or legal clients between our affiliated firms, there are no referral fees paid or received by either firm. D. Recommendation or Selection of Other Investment Advisors and Conflicts of Interest Bloom Advisors does not recommend separate account managers. Page 16  Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading A. Code of Ethics Description In accordance with the Advisers Act, Bloom Advisors has adopted policies and procedures designed to detect and prevent insider trading. In addition, Bloom Advisors has adopted a Code of Ethics (the “Code”). Among other things, the Code includes written procedures governing the conduct of Bloom Advisors’ advisory and access persons. The Code also imposes certain reporting obligations on persons subject to the Code. The Code and applicable securities transactions are monitored by the chief compliance officer of Bloom Advisors. Bloom Advisors will send clients a copy of its Code of Ethics upon written request. Bloom Advisors has policies and procedures in place to ensure that the interests of its clients are given preference over those of Bloom Advisors, its affiliates and its employees. For example, there are policies in place to prevent the misappropriation of material non-public information, and such other policies and procedures reasonably designed to comply with federal and state securities laws. B. Investment Recommendations Involving a Material Financial Interest and Conflicts of Interest Bloom Advisors does not engage in principal trading (i.e., the practice of selling stock to advisory clients from a firm’s inventory or buying stocks from advisory clients into a firm’s inventory). In addition, Bloom Advisors does not recommend any securities to advisory clients in which it has some proprietary or ownership interest. C. Advisory Firm Purchase or Sale of Same Securities Recommended to Clients and Conflicts of Interest Bloom Advisors, its affiliates, employees and their families, trusts, estates, charitable organizations and retirement plans established by it may purchase or sell the same securities as are purchased or sold for clients in accordance with its Code of Ethics policies and procedures. The personal securities transactions by advisory representatives and employees may raise potential conflicts of interest when they trade in a security that is: ▪ owned by the client, or ▪ considered for purchase or sale for the client. Such conflict generally refers to the practice of front-running (trading ahead of the client), which Bloom Advisors specifically prohibits. Bloom Advisors has adopted policies and procedures that are intended to address these conflicts of interest. These policies and procedures: ▪ require our advisory representatives and employees to act in the client’s best interest ▪ prohibit fraudulent conduct in connection with the trading of securities in a client account Page 17  Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ▪ prohibit employees from personally benefitting by causing a client to act, or fail to act in making investment decisions ▪ prohibit the firm or its employees from profiting or causing others to profit on knowledge of completed or contemplated client transactions ▪ allocate investment opportunities in a fair and equitable manner ▪ provide for the review of transactions to discover and correct any trades that result in an advisory representative or employee benefiting at the expense of a client. Advisory representatives and employees must follow Bloom Advisors’ procedures when purchasing or selling the same securities purchased or sold for the client. D. Client Securities Recommendations or Trades and Concurrent Advisory Firm Securities Transactions and Conflicts of Interest Bloom Advisors, its affiliates, employees and their families, trusts, estates, charitable organizations, and retirement plans established by it may effect securities transactions for their own accounts that differ from those recommended or effected for other Bloom Advisors clients. Bloom Advisors will make a reasonable attempt to trade securities in client accounts at or prior to trading the securities in its affiliate, corporate, employee or employee-related accounts. Trades executed the same day will likely be subject to an average pricing calculation. It is the policy of Bloom Advisors to place the clients’ interests above those of Bloom Advisors and its employees. Page 18  Item 12: Brokerage Practices Item 12: Brokerage Practices A. Factors Used to Select Broker-Dealers for Client Transactions Custodian Recommendations Bloom Advisors may recommend that clients establish brokerage accounts with the Schwab Advisor Services division of Charles Schwab & Co., Inc., or Fidelity Institutional division of Fidelity Investments (herein collectively referred to as “custodian”), FINRA-registered broker-dealers, members SIPC, to maintain custody of clients’ assets and to effect trades for their accounts. Although Bloom Advisors may recommend that clients establish accounts at the custodian, it is the client’s decision to custody assets with the custodian. Bloom Advisors is independently owned and operated and not affiliated with custodian. For Bloom Advisors-managed advisory accounts, the custodian generally does not charge separately for custody services but is compensated by account holders through commissions and other transaction-related or asset- based fees for securities trades that are executed through the custodian or that settle into custodian accounts. Bloom Advisors considers the financial strength, reputation, operational efficiency, cost, execution capability, level of customer service, and related factors in recommending broker- dealers or custodians to advisory clients. In certain instances and subject to approval by Bloom Advisors, Bloom Advisors will recommend to clients certain other broker-dealers and/or custodians based on the needs of the individual client, and taking into consideration the nature of the services required, the experience of the broker-dealer or custodian, the cost and quality of the services, and the reputation of the broker-dealer or custodian. The final determination to engage a broker-dealer or custodian recommended by Bloom Advisors will be made by and in the sole discretion of the client. The client recognizes that broker-dealers and/or custodians have different cost and fee structures and trade execution capabilities. As a result, there may be disparities with respect to the cost of services and/or the transaction prices for securities transactions executed on behalf of the client. Clients are responsible for assessing the commissions and other costs charged by broker-dealers and/or custodians. How We Select Brokers/Custodians to Recommend Bloom Advisors seeks to recommend a custodian/broker who will hold client assets and execute transactions on terms that provide the most value given a particular client’s needs when compared to other available providers and their services. We consider a wide range of factors, including, among others, the following: ▪ combination of transaction execution services along with asset custody services (generally without a separate fee for custody) ▪ capability to execute, clear, and settle trades (buy and sell securities for client accounts) ▪ capabilities to facilitate transfers and payments to and from accounts (wire transfers, check requests, bill payment, etc.) Page 19  Item 12: Brokerage Practices ▪ breadth of investment products made available (stocks, bonds, mutual funds, exchange- traded funds (ETFs), etc.) ▪ availability of investment research and tools that assist us in making investment decisions ▪ quality of services ▪ competitiveness of the price of those services (commission rates, margin interest rates, other fees, etc.) and willingness to negotiate them ▪ reputation, financial strength, and stability of the provider ▪ their prior service to us and our other clients ▪ availability of other products and services that benefit us, as discussed below Client’s Custody and Brokerage Costs For client accounts that the firm maintains, the custodian generally does not charge clients separately for custody services but is compensated by charging either transaction fees or custodian asset-based fees on trades that it executes or that settle into the custodian’s accounts. For some accounts, the custodian may charge a percentage of the dollar amount of assets in the account in lieu of commissions. The custodian’s commission rates and asset- based fees applicable to the firm’s client accounts were negotiated based on the firm’s commitment to maintain a certain minimum amount of client assets at the custodian. This commitment benefits the client because the overall commission rates and asset-based fees paid are lower than they would be if the firm had not made the commitment. In addition to commissions or asset-based fees, the custodian charges a flat dollar amount as a “prime broker” or “trade away” fee for each trade that the firm has executed by a different broker- dealer but where the securities bought or the funds from the securities sold are deposited (settled) into the client’s custodian account. These fees are in addition to the commissions or other compensation the client pays the executing broker-dealer. Because of this, in order to minimize the client’s trading costs, the firm has the custodian execute most trades for the account. Soft Dollar Arrangements Bloom Advisors does not utilize soft dollar arrangements. Bloom Advisors does not direct brokerage transactions to executing brokers for research and brokerage services. Institutional Trading and Custody Services The custodian provides Bloom Advisors with access to its institutional trading and custody services, which are typically not available to the custodian’s retail investors. These services generally are available to independent investment advisors on an unsolicited basis, at no charge to them so long as a certain minimum amount of the advisor’s clients’ assets are maintained in accounts at a particular custodian. The custodian’s brokerage services include the execution of securities transactions, custody, research, 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. Page 20  Item 12: Brokerage Practices Other Products and Services Custodian also makes available to Bloom Advisors other products and services that benefit Bloom Advisors but may not directly benefit its clients’ accounts. Many of these products and services may be used to service all or some substantial number of Bloom Advisors’ accounts, including accounts not maintained at custodian. The custodian may also make available to Bloom Advisors software and other technology that ▪ provide access to client account data (such as trade confirmations and account statements) ▪ facilitate trade execution and allocate aggregated trade orders for multiple client accounts ▪ provide research, pricing and other market data ▪ facilitate payment of Bloom Advisors’ fees from its clients’ accounts ▪ assist with back-office functions, recordkeeping and client reporting The custodian may also offer other services intended to help Bloom Advisors manage and further develop its business enterprise. These services may include ▪ compliance, legal and business consulting ▪ publications and conferences on practice management and business succession ▪ access to employee benefits providers, human capital consultants and insurance providers The custodian may also provide other benefits such as educational events or occasional business entertainment of Bloom Advisors personnel. In evaluating whether to recommend that clients custody their assets at the custodian, Bloom Advisors may take into account the availability of some of the foregoing products and services and other arrangements as part of the total mix of factors it considers, and not solely the nature, cost or quality of custody and brokerage services provided by the custodian, which creates a conflict of interest. Independent Third Parties The custodian may make available, arrange, and/or pay third-party vendors for the types of services rendered to Bloom Advisors. The custodian may discount or waive fees it would otherwise charge for some of these services or all or a part of the fees of a third party providing these services to Bloom Advisors. Additional Compensation Received from Custodians Bloom Advisors may participate in institutional customer programs sponsored by broker- dealers or custodians. Bloom Advisors may recommend these broker-dealers or custodians to clients for custody and brokerage services. There is no direct link between Bloom Advisors’ participation in such programs and the investment advice it gives to its clients, although Bloom Advisors receives economic benefits through its participation in the programs that are typically not available to retail investors. These benefits may include the following products and services (provided without cost or at a discount): ▪ Receipt of duplicate client statements and confirmations Page 21  Item 12: Brokerage Practices ▪ Research-related products and tools ▪ Consulting services ▪ Access to a trading desk serving Bloom Advisors participants ▪ Access to block trading (which provides the ability to aggregate securities transactions for execution and then allocate the appropriate shares to client accounts) ▪ The ability to have advisory fees deducted directly from client accounts ▪ Access to an electronic communications network for client order entry and account information ▪ Access to mutual funds with no transaction fees and to certain institutional money managers ▪ Discounts on compliance, marketing, research, technology, and practice management products or services provided to Bloom Advisors by third-party vendors The custodian may also pay for business consulting and professional services received by Bloom Advisors’ related persons, and may pay or reimburse expenses (including client transition expenses, travel, lodging, meals and entertainment expenses for Bloom Advisors’ personnel to attend conferences). Some of the products and services made available by such custodian through its institutional customer programs may benefit Bloom Advisors but may not benefit its client accounts. These products or services may assist Bloom Advisors in managing and administering client accounts, including accounts not maintained at the custodian as applicable. Other services made available through the programs are intended to help Bloom Advisors manage and further develop its business enterprise. The benefits received by Bloom Advisors or its personnel through participation in these programs do not depend on the amount of brokerage transactions directed to the broker-dealer. Bloom Advisors also participates in similar institutional advisor programs offered by other independent broker-dealers or trust companies, and its continued participation may require Bloom Advisors to maintain a predetermined level of assets at such firms. In connection with its participation in such programs, Bloom Advisors will typically receive benefits similar to those listed above, including research, payments for business consulting and professional services received by Bloom Advisors’ related persons, and reimbursement of expenses (including travel, lodging, meals and entertainment expenses for Bloom Advisors’ personnel to attend conferences sponsored by the broker-dealer or trust company). As part of its fiduciary duties to clients, Bloom Advisors endeavors at all times to put the interests of its clients first. Clients should be aware, however, that the receipt of economic benefits by Bloom Advisors or its related persons in and of itself creates a conflict of interest and indirectly influences Bloom Advisors’ recommendation of broker-dealers for custody and brokerage services. The Firm’s Interest in Custodian’s Services The availability of these services from the custodian benefits the firm because the firm does not have to produce or purchase them. The firm does not have to pay for the custodian’s services so long as a certain minimum of client assets is kept in accounts at the custodian. Page 22  Item 12: Brokerage Practices Custodian’s services may give the firm an incentive to recommend that clients maintain their accounts with the custodian based on the firm’s interest in receiving the custodian’s services that benefit the firm’s business rather than based on the client’s interest in receiving the best value in custody services and the most favorable execution of client transactions. This is a conflict of interest. The firm believes, however, that the selection of the custodian as custodian and broker is in the best interest of clients. It is primarily supported by the scope, quality, and price of the custodian’s services and not the custodian’s services that benefit only the firm. Brokerage for Client Referrals Bloom Advisors does not engage in the practice of directing brokerage commissions in exchange for the referral of advisory clients. Directed Brokerage Bloom Advisors Recommendations Bloom Advisors typically recommends Schwab or Fidelity as custodian for clients’ funds and securities and to execute securities transactions on its clients’ behalf. Client-Directed Brokerage Occasionally, clients may direct Bloom Advisors to use a particular broker-dealer to execute portfolio transactions for their account or request that certain types of securities not be purchased for their account. Clients who designate the use of a particular broker-dealer should be aware that they will lose any possible advantage Bloom Advisors derives from aggregating transactions. Such client trades are typically effected after the trades of clients who have not directed the use of a particular broker-dealer. Bloom Advisors loses the ability to aggregate trades with other Bloom Advisors advisory clients, potentially subjecting the client to inferior trade execution prices as well as higher commissions. B. Aggregating Securities Transactions for Client Accounts Best Execution Bloom Advisors, pursuant to the terms of its investment advisory agreement with clients, has discretionary authority to determine which securities are to be bought and sold, and the amount of such securities. Bloom Advisors recognizes that the analysis of execution quality involves a number of factors, both qualitative and quantitative. Bloom Advisors will follow a process in an attempt to ensure that it is seeking to obtain the most favorable execution under the prevailing circumstances when placing client orders. These factors include but are not limited to the following: ▪ The financial strength, reputation and stability of the broker ▪ The efficiency with which the transaction is effected ▪ The ability to effect prompt and reliable executions at favorable prices (including the applicable dealer spread or commission, if any) Page 23  Item 12: Brokerage Practices ▪ The availability of the broker to stand ready to effect transactions of varying degrees of difficulty in the future ▪ The efficiency of error resolution, clearance and settlement ▪ Block trading and positioning capabilities ▪ Performance measurement ▪ Online access to computerized data regarding customer accounts ▪ Availability, comprehensiveness, and frequency of brokerage and research services ▪ Commission rates ▪ The economic benefit to the client ▪ Related matters involved in the receipt of brokerage services Consistent with its fiduciary responsibilities, Bloom Advisors seeks to ensure that clients receive best execution with respect to clients’ transactions by blocking client trades to reduce commissions and transaction costs. To the best of Bloom Advisors’ knowledge, these custodians provide high-quality execution, and Bloom Advisors’ clients do not pay higher transaction costs in return for such execution. Commission rates and securities transaction fees charged to effect such transactions are established by the client’s independent custodian and/or broker-dealer. Based upon its own knowledge of the securities industry, Bloom Advisors believes that such commission rates are competitive within the securities industry. Lower commissions or better execution may be able to be achieved elsewhere. Security Allocation Bloom Advisors generally does not aggregate (i.e., block or bunch) orders for the same security entered on behalf of more than one client but may do so in certain instances. In this regard, please review the following: In such event, allocation of the securities so purchased or sold, as well as expenses incurred in the transaction, is made by Bloom Advisors in the manner it considers to be the most equitable and consistent with its fiduciary obligations to such accounts. Bloom Advisors’ allocation procedures seek to allocate investment opportunities among clients in the fairest possible way, taking into account the clients’ best interests. Bloom Advisors will follow procedures to ensure that allocations do not involve a practice of favoring or discriminating against any client or group of clients. Account performance is never a factor in trade allocations. Bloom Advisors’ advice to certain clients and entities and the action of Bloom Advisors for those and other clients are frequently premised not only on the merits of a particular investment, but also on the suitability of that investment for the particular client in light of his or her applicable investment objective, guidelines and circumstances. Thus, any action of Bloom Advisors with respect to a particular investment may, for a particular client, differ or be opposed to the recommendation, advice, or actions of Bloom Advisors to or on behalf of other clients. Page 24  Item 12: Brokerage Practices Order Aggregation Bloom Advisors generally does not aggregate (i.e., block or bunch) orders for the same security entered on behalf of more than one client but may do so in certain instances. In this regard, please review the following: Aggregation of orders would be subject to the aggregation being in the best interests of all participating clients. Subsequent orders for the same security entered during the same trading day may be aggregated with any previously unfilled orders. Subsequent orders may also be aggregated with filled orders if the market price for the security has not materially changed and the aggregation does not cause any unintended duration exposure. All clients participating in each aggregated order will receive the average price and, subject to minimum ticket charges and possible step outs, pay a pro rata portion of commissions. To minimize performance dispersion, “strategy” trades should be aggregated and average priced. However, when a trade is to be executed for an individual account and the trade is not in the best interests of other accounts, then the trade will only be performed for that account. This is true even if Bloom Advisors believes that a larger size block trade would lead to best overall price for the security being transacted. Allocation of Trades Bloom Advisors generally does not aggregate (i.e., block or bunch) orders for the same security entered on behalf of more than one client but may do so in certain instances. In this regard, please review the following: Allocations will be made prior to the close of business on the trade date. In the event an order is “partially filled,” the allocation will be made in the best interests of all the clients in the order, taking into account all relevant factors including, but not limited to, the size of each client’s allocation, clients’ liquidity needs and previous allocations. In most cases, accounts will get a pro forma allocation based on the initial allocation. This policy also applies if an order is “over-filled.” Bloom Advisors acts in accordance with its duty to seek best price and execution and will not continue any arrangements if Bloom Advisors determines that such arrangements are no longer in the best interest of its clients. Trade Errors From time to time, Bloom Advisors may make an error in submitting a trade order on the client’s behalf. When this occurs, Bloom Advisors may place a correcting trade with the broker-dealer. If an investment gain results from the correcting trade, the gain will remain in client’s account unless the same error involved other client account(s) that should have received the gain, it is not permissible for client to retain the gain, or Bloom Advisors confers with client and client decides to forego the gain (e.g., due to tax reasons). If the gain does not remain in client’s account and Schwab is the custodian, Schwab will donate the amount of any gain $100 and over to charity. If a loss occurs greater than $100, Bloom Advisors will pay for the loss. Schwab will maintain the loss or gain (if such gain is not retained in client’s account) if it is under $100 to minimize and offset its administrative time and expense. Page 25  Item 12: Brokerage Practices Generally, if related trade errors result in both gains and losses in client’s account, they may be “netted.” Page 26  Item 13: Review of Accounts Item 13: Review of Accounts A. Schedule for Periodic Review of Client Accounts or Financial Plans and Advisory Persons Involved Clients’ accounts are periodically reviewed by the firm’s financial advisors throughout the year. Additional account reviews may be caused by any of the following: ▪ Changes in market conditions ▪ Changes in tax laws or fundamentals of investing ▪ Changes in client’s financial situation, objectives or investment risk tolerance A review may also be scheduled whenever a client requests a review of their account. This review is generally a personal meeting with the client and is scheduled with one of our financial advisors. The specific financial advisor that will meet with the client is normally determined according to the client’s preferences as to scheduling and availability factors. B. Review of Client Accounts on Non-Periodic Basis Bloom Advisors may perform ad hoc reviews on an as-needed basis if there have been material changes in the client’s investment objectives or risk tolerance, or a material change in how Bloom Advisors formulates investment advice. C. Content of Client-Provided Reports and Frequency The client’s independent custodian provides account statements directly to the client no less frequently than quarterly. The custodian’s statement is the official record of the client’s securities account and supersedes any statements or reports created on behalf of the client by Bloom Advisors. At request of the client, Bloom Advisors may report information on contributions and withdrawals in the client's investment portfolio, and the performance of the client's portfolio measured against appropriate benchmarks (including benchmarks selected by the client). Page 27  Item 14: Client Referrals and Other Compensation Item 14: Client Referrals and Other Compensation A. Economic Benefits Provided to the Advisory Firm from External Sources and Conflicts of Interest Custodian Services We receive an economic benefit from Schwab and Fidelity in the form of the support products and services it makes available to us. These products and services, how they benefit us, and the related conflicts of interest are described above under Item 12 Brokerage Practices. The availability to us of Schwab or Fidelity’s products and services is not based on us giving particular investment advice, such as buying particular securities for our clients. Bloom & Bloom Associates Please refer to the disclosures in Item 10 regarding referrals to and from Bloom & Bloom Associates, our legal services affiliate. You are under no obligation to utilize any service provider recommended to you by Bloom Advisors or its affiliates. B. Advisory Firm Payments for Client Referrals The firm does not pay for client referrals. Page 28  Item 15: Custody Item 15: Custody Bloom Advisors is considered to have custody of client assets for purposes of the Advisers Act for the following reasons: ▪ The client authorizes us to instruct their custodian to deduct our advisory fees directly from the client’s account. The custodian maintains actual custody of clients’ assets. ▪ Our authority to direct client requests, utilizing standing instructions, for wire transfer of funds for first-party money movement and third-party money movement (checks and/or journals, ACH, Fed-wires). The firm has elected to meet the SEC’s seven conditions to avoid the surprise custody exam, as outlined below: 1. The client provides an instruction to the qualified custodian, in writing, that includes the client’s signature, the third party’s name, and either the third party’s address or the third party’s account number at a custodian to which the transfer should be directed. 2. The client authorizes the investment adviser, in writing, either on the qualified custodian’s form or separately, to direct transfers to the third party either on a specified schedule or from time to time. 3. The client’s qualified custodian performs appropriate verification of the instruction, such as a signature review or other method to verify the client’s authorization, and provides a transfer of funds notice to the client promptly after each transfer. 4. The client has the ability to terminate or change the instruction to the client’s qualified custodian. 5. The investment adviser has no authority or ability to designate or change the identity of the third party, the address, or any other information about the third party contained in the client’s instruction. 6. The investment adviser maintains records showing that the third party is not a related party of the investment adviser or located at the same address as the investment adviser. 7. The client’s qualified custodian sends the client, in writing, an initial notice confirming the instruction and an annual notice reconfirming the instruction. ▪ Certain clients provide us with their user and password information to allow us to access their 401(k) and 403(b) accounts to view balances and performance and make investment purchases and sales, change asset allocations and update investment elections. As such, the firm is deemed to have custody of client assets and therefore subject to a surprise annual audit by an independent certified public accounting firm. ▪ Certain Bloom Advisors executives act as trustee for certain advisory client trusts. As such, the firm is deemed to have custody of client assets and therefore subject to a surprise annual audit by an independent certified public accounting firm. Individual advisory clients will receive at least quarterly account statements directly from their custodian containing a description of all activity, cash balances, and portfolio holdings in their accounts. Clients are urged to compare the account balance(s) shown on their account Page 29  Item 15: Custody statements to the quarter-end balance(s) on their custodian's monthly statement. The custodian’s statement is the official record of the account. Page 30  Item 16: Investment Discretion Item 16: Investment Discretion Clients may grant a limited power of attorney to Bloom Advisors with respect to trading activity in their accounts by signing the appropriate custodian limited power of attorney form. In those cases, Bloom Advisors will exercise full discretion as to the nature and type of securities to be purchased and sold, and the amount of securities for such transactions. Investment limitations may be designated by the client as outlined in the investment advisory agreement. Page 31  Item 17: Voting Client Securities Item 17: Voting Client Securities Bloom Advisors does not take discretion with respect to voting proxies on behalf of its clients. All proxy material will be forwarded to the client by the client’s custodian for the client’s review and action. Clients may contact the firm with questions regarding proxies they have received. Bloom Advisors may make recommendations to clients, if asked to do so, on voting proxies regarding shareholder vote, consent, election or similar actions solicited by, or with respect to, issuers of securities beneficially held as part of Bloom Advisors supervised and/or managed assets. In no event will Bloom Advisors take discretion with respect to voting proxies on behalf of its clients. Except as required by applicable law, Bloom Advisors will not be obligated to render advice or take any action on behalf of clients with respect to assets presently or formerly held in their accounts that become the subject of any legal proceedings, including bankruptcies. From time to time, securities held in the accounts of clients will be the subject of class action lawsuits. Bloom Advisors has no obligation to determine if securities held by the client are subject to a pending or resolved class action lawsuit. Bloom Advisors also has no duty to evaluate a client’s eligibility or to submit a claim to participate in the proceeds of a securities class action settlement or verdict. Furthermore, Bloom Advisors has no obligation or responsibility to initiate litigation to recover damages on behalf of clients who may have been injured as a result of actions, misconduct, or negligence by corporate management of issuers whose securities are held by clients. Where Bloom Advisors receives written or electronic notice of a class action lawsuit, settlement, or verdict affecting securities owned by a client, it will forward all notices, proof of claim forms, and other materials to the client. Electronic mail is acceptable where appropriate and where the client has authorized contact in this manner. Page 32  Item 18: Financial Information Item 18: Financial Information A. Balance Sheet Bloom Advisors does not require the prepayment of fees of $1200 or more, six months or more in advance, and as such is not required to file a balance sheet. B. Financial Conditions Reasonably Likely to Impair Advisory Firm’s Ability to Meet Commitments to Clients Bloom Advisors does not have any financial issues that would impair its ability to provide services to clients. C. Bankruptcy Petitions During the Past Ten Years There is nothing to report on this item. Page 33