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Resolute Capital Asset Partners LLC: investment adviser

Resolute Capital Asset Partners LLC is an investment adviser registered with the SEC (file 801-124889, CRD 298866). What it reports on Form ADV: assets and clients, fees, owners, disciplinary history and its client brochure. From the SEC's Investment Adviser Public Disclosure site; read Oct 21, 2026.

Assets managed
$380.9M
Discretionary
100%
Accounts
5
Employees
8
In advisory roles
5
Disclosures
0

Company page · SEC adviser record · Full Form ADV (PDF)

The firm reports that it or a related person has custody of client cash and securities.

Form ADV Part 1A, Item 5, as filed on the SEC Investment Adviser Public Disclosure site; read Oct 21, 2026.

Clients and fees

Whom the firm advises and how it is paid, from Items 5.D, 5.E and 5.G.

Client typeClientsAssetsShare
Private funds and other pooled vehicles5$380.9M100.0%

How it is paid

  • A percentage of assets under your management
  • Performance-based fees

Services

  • Portfolio management for pooled investment vehicles (other than investment companies)

Who owns it

Schedule A lists direct owners of 5% or more (and officers who own a stake); Schedule B lists the owners of those owners.

Direct owners (Schedule A)

OwnerTypeRoleStakeSinceControlPublic company
James Aquinas HillaryPersonCEOE 75% or moreSep 2018Yes

Form ADV reports ownership in bands, not exact stakes: A means 5% to 10%, B 10% to 25%, C 25% to 50%, D 50% to 75%, E 75% or more. F marks a general partner, trustee or managing member, a role that controls the firm without a percentage. Owners of less than 5% are not listed.

Form ADV Schedules A and B, via the SEC Investment Adviser Public Disclosure site.

Disciplinary history

The firm answered No to every disciplinary question on Form ADV (Item 11).

The brochure

Form ADV Part 2A: the plain-language document an adviser must give its clients. Each item is shown as filed; open an item to read all of it.

Resolute Capital Asset Partners LLC, filed Jun 24, 2026. Brochure PDF. Items: 4 · 5 · 6 · 7 · 8 · 9 · 10 · 11 · 12 · 13 · 14 · 15 · 16 · 17 · 18

Item 4. Advisory business

The Advisor was formed in 2018. The principal owner of the Advisor is James A. Hillary. The Advisor provides investment advisory and portfolio management services to its advisory clients (each, an “Advisory Client” and collectively, the “Advisory Clients”), including Resolute Capital Asset Partners Fund I L.P. (the “Resolute Fund”) and, through its affiliated relying adviser, Fios Capital LLC, private funds for which Fios Capital LLC serves as managing member, including Fios Partners, LLC, Fios Venture Holdings LLC, Fios Healthcare Ventures LLC, and Fios Yellowstone SPV, LLC. Such private funds invest in private equity investments. Fios Partners, LLC, Fios Venture Holdings LLC, Fios Healthcare Ventures LLC, and Fios Yellowstone SPV, LLC are closed to new investors.

Read the rest of Item 4 (200 more words)

Subject to the Advisory Clients’ stated investment objectives, restrictions and policies, or the terms of the Advisor’s investment management agreement, the Advisor generally has the sole responsibility for determining which general investment strategies are to be employed in managing the portfolios of the Advisory Clients to achieve the Advisory Clients’ investment objectives. Additionally, the Advisor is responsible for the management of the portfolios of the Advisory Clients, including the selection of the portfolio securities and specific purchase and sale decisions. The Advisor’s investment advisory and portfolio management services are tailored to each Advisory Client based on the applicable governing or offering documents. Investment advice is tailored to the Advisory Clients and not to the individual investors in any Advisory Client. Investment advice is provided directly to each Advisory Client, and not to the underlying investors or owners thereof. Limitations on investments, if applicable, are set forth in the relevant governing and offering documents of the applicable Advisory Client, including, with respect to the Resolute Fund, the Limited Partnership Agreement (“LPA”) and Private Placement Memorandum. As of December 31, 2025, the Advisor manages approximately $380,879,963 in Regulatory Assets Under Management (RAUM) all of which is currently managed on a discretionary basis.

Item 5. Fees and compensation

Fees charged by the Advisor are generally not negotiable. Fees may be waived by the Advisor in its discretion. Resolute Capital Asset Partners, LLC, in its role as General Partner of the Resolute Fund, has the discretion to waive the fees of a Limited Partner. Management Fees With respect to the Resolute Fund, the Advisor may receive a management fee of up to 1.50% per annum of the net asset value of each Limited Partner of the Resolute Fund, as determined by the General Partner in its discretion in accordance with the Limited Partnership Agreement. The amount due each month is one-twelfth of the applicable annual rate of the Limited Partner's capital account at the beginning of each month. Fees are collected from the Resolute Fund upon approval by the General Partner.

Read the rest of Item 5 (398 more words)

Advisory Clients advised through Fios Capital LLC, including Fios Partners, LLC, Fios Venture Holdings LLC, Fios Healthcare Ventures LLC, and Fios Yellowstone SPV, LLC, do not pay a management fee. Refundable Fees With respect to the Resolute Fund, upon termination of the applicable advisory agreement, any prepaid, unearned fees will be promptly refunded, subject to any transaction expenses associated with the liquidation of an account. Performance Fees With respect to the Resolute Fund, the Advisor charges a performance-based fee in accordance with the applicable governing documents. As reflected in the Resolute Fund’s governing documents, different classes of Limited Partners may be subject to different incentive allocation terms. Other Fees and Expenses In addition to the management fees and performance fees charged by the Advisor with respect to the Resolute Fund each of the funds advised by Fios Capital, LLC, each Limited Partner is responsible for certain operating expenses related to its investment. The Limited Partner Agreements specify the operating expenses to be borne by each fund and its Limited Partners. In addition to the advisory fees described above with respect to the Resolute Fund, the Resolute Fund and its investors are also responsible for the fees and expenses charged by custodians and imposed by broker-dealers, including, but not limited to, any transaction charges imposed by a broker-dealer with which an investment manager effects transactions for the Resolute Fund's account(s). In connection with sourcing certain privately negotiated investment opportunities, the Advisor's Advisory Clients, including the Resolute Fund and Advisory Clients advised through Fios Capital LLC, may pay fees to unaffiliated third-party placement agents or intermediaries. Such fees may

include a one-time upfront facilitation or placement fee as well as performance-based compensation payable to the intermediary contingent upon the returns generated by the relevant investment following a liquidity event, such as an initial public offering or sale. These fees are paid from Advisory Client assets and are borne pro rata by all investors in the relevant Advisory Client, including the Advisor or its affiliates to the extent they are investors in such vehicle, thereby reducing net returns. In the case of the Resolute Fund, investors should be aware that performancebased compensation payable to an unaffiliated third-party intermediary in connection with a specific private investment may result in a layered fee structure on that investment, as investors may also bear the Advisor's own performance-based compensation calculated at the overall fund level.

Item 6. Performance-based fees and side-by-side management

The Advisor receives a performance fee (incentive allocation) from the Resolute Fund. The calculation of the performance fee is disclosed in the Limited Partner Agreement. The Resolute Fund’s governing documents provide for different incentive allocation terms for Founder Limited Partners and Class A Limited Partners, including differences in the application of the annual return hurdle. Performance fees are deducted from each individual Limited Partner account of the Resolute Fund upon calculation by the Administrator and approval by the General Partner. Conflicts Related to Performance Fees Certain conflicts are inherent to the existence of performance fees. These conflicts can become more prevalent when certain accounts are charged performance fees while others are not.

Read the rest of Item 6 (157 more words)

The Advisor has established a Code of Ethics in which the Advisor outlines its fiduciary duty to act in the best interest of its Advisory Clients at all times. The Advisor further seeks to mitigate these risks whenever possible through policies and procedures. Incentive to Take More Risk Where Performance Fees are Available One risk inherent to the existence of performance fees is the incentive for the Advisor to take greater risks in hopes of earning greater performance fees. The Advisor seeks to mitigate this risk in a variety of ways. The use of a high-water mark by the Advisor creates an incentive to balance risk and reward potential as any losses by Advisory Clients will need to be regained before incentive fees are received. The Advisor also regularly monitors the risk of individual investments and the portfolio of each Advisory Client as a whole and has established general guidelines for reviewing investments that have lost value.

Item 7. Types of clients

The Advisor generally serves pooled investment vehicles. Pooled Investment Vehicles The Advisor provides advisory services to pooled investment vehicles that are: (i) structured to operate pursuant to exclusions from registration under the Investment Company Act of 1940, as amended (the “1940 Act”); or (ii) otherwise not subject to registration under the 1940 Act. Interests in these pooled investment vehicles are typically offered in transactions exempt from registration

Read the rest of Item 7 (150 more words)

under the Securities Act of 1933, as amended (the “1933 Act”), in accordance with private placement exemptions available under Regulation D and Section 4(a)(2) of the 1933 Act. As a consequence, investors in a particular pooled investment vehicle must typically meet certain financial and suitability criteria. Depending on the vehicle, investors could be required to qualify as “accredited investors,” “qualified clients,” and/or “qualified purchasers.” The applicable eligibility criteria are set forth in the subscription and governing documents of the relevant investment vehicle. Investors in the Resolute Fund are subject to an account minimum investment of $5,000,000, which may be waived in certain circumstances at the sole discretion of the Advisor in its role as General Partner of the Resolute Fund. Other pooled investment vehicles advised by the Advisor or its affiliated relying adviser may have different minimum investment requirements or eligibility standards, as set forth in their respective governing documents.

Item 8. Methods of analysis, investment strategies and risk of loss

Investment Strategy The Advisor seeks to generate long-term compounded annual returns for the Resolute Fund. The Advisor seeks to achieve this objective with a traditional hedge fund approach, investing both long and short in a portfolio consisting primarily of publicly traded common stocks. In addition, consistent with the Resolute Fund’s governing documents and investment mandate, the Advisor from time to time invests in other equity and equity-related securities, including preferred stock, convertible securities, warrants, exchange-traded funds, options, and privately offered or privately negotiated investments.

Read the rest of Item 8 (2,023 more words)

These investments include private company investments or special situation opportunities that may convert into, exchange for, or otherwise provide exposure to public securities, as well as other investments the Advisor believes are consistent with the Resolute Fund’s objectives. This strategy discussion is qualified in its entirety by the Resolute Fund’s governing and offering documents, including its LPA and private offering memorandum, which provide, among other things, that the Advisor has the ability to depart from its stated strategies from time to time. With respect to Advisory Clients advised through Fios Capital LLC, the Advisor pursues private equity and other privately negotiated investment opportunities through one-time special purpose vehicles, in each case consistent with the applicable governing documents and investment mandate of the relevant Advisory Client. This strategy discussion is qualified in its entirety by the applicable governing and offering documents of each such Advisory Client. Investment Process With respect to the Resolute Fund, the Advisor views information management as an important component of the investment process, and divides the management of information into two broad categories: (i) information access, or acquisition, and (ii) information processing, or management. The Advisor seeks to acquire the best and most timely information it is able to access, from a wide variety of sources, including public company SEC filings, company management, suppliers and competitors, financial publications and trade journals, databases for quantitative screening, internet-based resources, and the Advisor’s network of industry and professional contacts and

associations, etc. The information that the Advisor seeks will vary case by case, depending on what the Advisor believes it needs in order to reach an investment decision in each case. The Advisor believes that maximizing the quality of information at the front end of its research process, especially with respect to information that is not widely available or understood, may help create an advantage for the Resolute Fund. However, the Advisor believes that a greater opportunity to create competitive advantage lies with the quality and efficiency of its information management process. Under normal circumstances, the Advisor brings focused disciplines and experience to bear, first, at the front end, to ferret out from the virtually unlimited quantity of available information that which the Advisor believes is most useful and relevant; then, in the analytical stage of the research process, to assess and qualify investment ideas in terms of their appeal as long or short positions; and finally, at the back end, to reach productive investment decisions that satisfy the Resolute Fund’s investment criteria and fulfill an understood role in the portfolio overall that may be actively monitored during the holding period of the position. Quantitative tools will be employed at the front end of the investment process to screen for investment ideas, and, at the back end, for portfolio construction and risk management purposes. However, bottom-up fundamental research will be the primary driver of the investment decision-making process for the Resolute Fund. The investment process for Advisory Clients advised through Fios Capital LLC is transactionspecific and based on the facts, diligence, structure, and governing documents applicable to the relevant investment opportunity. The Advisor is in the early stages of evaluating the use of artificial intelligence (“AI”) tools in connection with its investment research process. In limited circumstances, the Advisor may use AI-enabled research tools and other AI applications to assist in gathering, organizing, and reviewing information as part of its research activities. Such tools are used only to support the research process and are not used to make investment decisions. All investment decisions are made by the Advisor, and any AI-generated output is reviewed by the Advisor before it is incorporated into the investment process. Risk of Loss General Risk of Investing Investing in securities involves a substantial risk of loss to the value of investments. Each Advisory Client or investor should be prepared to bear the risk of losing a substantial amount of their investment up to and including all assets invested. The Advisor recommends both long and short investments. Long securities risk a loss equal to the amount invested, short securities have a risk of unlimited loss. The Advisor seeks to manage risk on several levels but does not attempt to hedge against all possible exposure nor does the Advisor attempt to maintain neutrality to the market, sector, industry or any other risk factor. Performance is subject to numerous factors that are neither within the control of or predictable by the Advisor including economic, political, competitive and other conditions. A nonexhaustive list of the significant risks related to the method of analysis and the investment strategies of the Advisor is outlined below. A more thorough listing of risks associated with the Resolute Fund or other investment vehicles can be found in the offering documents specific to that investment vehicle. Lack of Diversification The Resolute Fund and other Advisory Clients hold concentrated positions and are not diversified

across all stock market sectors or industries, and will not be diversified across asset classes. As such, an Advisory Client is exposed to wider fluctuations in value than would be the case if it maintained a high degree of diversification among its investments. An Advisory Client can have no restrictions on the amount of assets invested in the securities of any single issuer, issuers in a single industry, or securities in the same asset class. Therefore, in general, Advisory Clients are subject to greater concentration risk and issuer risk than a well-diversified portfolio. Short Sales Certain of the Advisory Clients engage in short sales. Selling securities short risk losing an amount greater than the proceeds received. Theoretically, securities sold short are subject to unlimited risk of loss because there is no limit on the price that a security may appreciate before the short position is closed. Small Cap Stocks These securities are often lesser known and may be rather illiquid which can result in greater risks than larger companies. Options Although option techniques may increase investment return, they may also involve a relatively higher level of risk. The expiration of unexercised long options effectively results in loss of the entire cost, or premium paid for the option. The writing on an uncovered put or call option can involve, similar to short selling, a theoretically unlimited risk of an increase in the Advisory Client’s cost of selling or purchasing the underlying securities in the event of exercise of the option. Exchange Traded Funds (“ETF”) The market price of an ETF may be above or below the net asset value. An active trading market might not always exist for an ETF. Trading of an ETF’s shares may be halted if the listing exchange’s officials deem such actions appropriate, the shares are delisted or in the event that “circuit breakers” are activated. Private Investments and Private Placements Certain Advisory Clients invest in privately offered securities, including preferred equity, convertible preferred securities, convertible debt, warrants, or other privately negotiated investments. These investments are generally less liquid than publicly traded securities, may be subject to transfer restrictions, and may not have an active secondary market. Information about private issuers may be more limited, less frequent, and less transparent than information available for public companies, which can make diligence, valuation, and monitoring more difficult. In addition, the timing and terms of any liquidity event, such as acquisition, redemption, recapitalization, or public offering, are uncertain, and there can be no assurance that any such event will occur on the timeline anticipated at the time of investment or at all. As a result, private investments may involve greater valuation risk, liquidity risk, and company-specific risk than investments in publicly traded securities. Non-U.S. Investments Non-U.S. investments include investments denominated in non-U.S. currencies or traded outside the United States. Risks specific to these investments include unfavorable currency exchange rate developments, restrictions on repatriation of investment income and capital, imposition of

exchange control regulation, confiscatory taxation, and economic or political instability in foreign nations. Leverage While leverage could increase the opportunity to achieve higher returns on the amounts invested, it also could increase the risk of loss. The level of interest rates generally, and the rates at which such funds may be borrowed in particular could affect the results of investments using leverage. Systematic Risk World events and/or the activities of one or more large participants in the financial markets and other events or activities of others could result in a temporary systematic breakdown in the normal operation of financial markets. Geopolitical and Public Health Crisis Risks Geopolitical and other events (e.g., war or terrorism) may disrupt securities markets and adversely affect global economies and markets, thereby decreasing the value of an account’s investments. Sudden or significant changes in the supply or prices of commodities or other economic inputs such as oil may have material and unexpected effects on both global securities markets and individual countries, regions, sectors, companies, or industries, which could significantly reduce the value of an account’s investments. War, terrorism and related geopolitical events have led, and in the future may lead, to increased short-term market volatility and may have adverse long- term effects on U.S. and world economies and markets generally.

Limitations on Liquidity/Transferability An investment in a private limited partnership such as the Resolute Fund typically provides for limited liquidity relative other investments, such as securities purchased on a national exchange. Interests in such entities are also typically subject to restrictions on transfer. Dependence on Key Employees The Advisor relies heavily on the services of key employees, particularly Mr. James A. Hillary. The Advisor and the Advisory Clients would likely be impacted if the services of key employees were not available. Conflicts of Interest Certain inherent and potential conflicts of interest exist between the Advisor and its affiliates and Advisory Clients. Conflicts include, but are not limited to, time commitment by the Advisor, management of other Advisory Clients and fees charged to Advisory Clients, including incentive and management fees. To mitigate the risks of such conflicts, the Advisor relies on policies and procedures that it believes are reasonably designed to emphasize its fiduciary duties to all of its Advisory Clients, and that seek to monitor the allocation of time, opportunities and other resources between Advisory Clients. Frequent Trading At times, the Advisor recommends purchases and sales of securities as necessary to achieve the objectives of the clients without regard to the frequency of trading. Consequences of frequent trading include greater portfolio turnover, brokerage commissions, expenses and other trading costs. These increased expenses will impact the return Advisory Clients receive on their investments.

Risks Related to Electronic Communication In the case of the Resolute Fund, the Advisor provides, directly or indirectly, to Advisory Clients and/or their investors statements, reports, and other communications in electronic form, such as by email or through a password-protected website. Electronic communications may be modified, corrupted, or contain viruses or malicious code, and may not be compatible with a client or investor’s electronic system. In addition, reliance on electronic communications involves the risk of inaccessibility, power outages or slowdowns for a variety of reasons. These periods of inaccessibility may delay or prevent receipt of reports or other information. Force Majeure Event Risk The Advisor’s business activities and the operations of its Advisory Clients may be adversely affected by force majeure events and other circumstances beyond the Advisor’s reasonable control, including natural disasters, acts of terrorism, utility or technology failures, pandemics, and similar events. Such events may cause market volatility, trading disruptions, market closures, operational delays, and other limitations that could impair the Advisor’s ability to manage Advisory Client accounts, execute transactions, or provide timely information or liquidity to Advisory Clients. These events may also adversely affect the value and performance of Advisory Client investments. Cybersecurity Risks In connection with the increased use of technologies such as the Internet and the dependence on computer systems to perform necessary business functions, the markets and exchanges on which securities in which the Advisor invests may be susceptible to operational, information security, and related risks due to the possibility of cyber-attacks or other incidents. Cybersecurity incidents may result from deliberate attacks or unintentional events. In the case of a cybersecurity incident relating to a securities market or exchange, trading may be suspended.

Item 9. Disciplinary information

Neither the Advisor nor any of its supervised persons have been the subject of any legal or disciplinary events that would be material to your evaluation of the Advisor or the integrity of the Advisor’s management.

Item 10. Other financial industry activities and affiliations

The Advisor serves as General Partner to the Resolute Fund, a Delaware limited partnership. The Resolute Fund is structured to rely on exclusions from the definition of an “investment company” under the 1940 Act and is not required to register with the SEC as a registered investment company. The Advisor, in its capacity as General Partner, has the right to enter into agreements, such as side letters, with certain investors in the Resolute Fund that may, in each case, provide for terms of investment that are more favorable to the terms provided to other investors in the Resolute Fund. Fios Capital LLC, an affiliate of the Advisor, is the managing member of private funds, including Fios Partners, LLC, Fios Venture Holdings LLC, Fios Healthcare Ventures LLC, and Fios Yellowstone SPV, LLC, that invest in private equity investments. Fios Partners, LLC, Fios

Read the rest of Item 10 (70 more words)

Venture Holdings LLC, Fios Healthcare Ventures LLC, and Fios Yellowstone SPV, LLC are closed to new investors. Independence Capital Asset Partners, LLC (“ICAP”) provides administrative services to the Advisor and to Fios Capital LLC. ICAP is owned by James A. Hillary. Other than the relationships disclosed above, the Advisor and its employees do not have any affiliations or arrangements with other financial services companies that pose material conflicts of interest.

Item 11. Code of ethics, participation in client transactions and personal trading

Personal Trading Code of Ethics The Advisor has adopted a Code of Ethics, covering both the Advisor and Fios Capital, that it believes is reasonably designed to protect against conflicts between the personal securities transactions (if any) of the Advisor and its affiliates’ principals, officers and employees (and members of their families) and transactions effected on behalf of the Advisory Clients. The Code of Ethics is based on the principle that the Advisor and its employees owe a fiduciary duty to the Advisor’s Advisory Clients and to the individual investors in such Advisory Clients.

Read the rest of Item 11 (635 more words)

Thus, employees of the Advisor must (i) place the interests of Advisory Clients and their investors first, (ii) avoid taking inappropriate advantage of their positions within the Advisor, and (iii) conduct their personal securities transactions (if any) in full compliance with the Code of Ethics. Personal investing by the Advisor’s principals, officers, and employees, if any, in securities in which the Advisor’s Advisory Clients are planning to invest or have investments, may only occur after such Advisory Client’s purchases or sales have been effected. A copy of the Advisor’s Code of Ethics is available to any Advisory Client or prospective client upon request by notifying our office at 5050 South Syracuse Street, Suite 795, Denver, Colorado 80237. Other policies adopted by the Advisor with which certain principals, officers, and employees (and in some cases, members of their families) must comply include, but are not limited to, preapproval of personal securities transactions by the Advisor’s Chief Compliance Officer or delegate, annual certification of compliance with the Code of Ethics, and directing brokers to supply the Advisor with duplicate confirmations and periodic statements of personal securities transactions. Participation in Client Transactions Principals, officers, and employees (and members of their families) of the Advisor, if any, and its related persons and affiliates participate directly or indirectly as investors in the Advisor’s Advisory Clients, including pooled investment vehicles advised by the Advisor or its affiliates. In addition, the Advisor buys and sells on behalf of its Advisory Clients securities of issuers or other investments in which the Advisor and its related persons and affiliates have a confidential relationship or in which the Advisor’s or its affiliates’ principals, officers and/or employees (and members of their families) own securities or otherwise have an interest.

The Advisor may give advice and take actions in the performance of its duties to its Advisory Clients that differ from advice given, or the timing and nature of actions taken, with respect to other Advisory Clients’ accounts. The Advisor has adopted policies and procedures that prohibit the use of material nonpublic information, and as a result, the Advisor and its related persons and affiliates, from time to time, may not be free to divulge or act upon certain material nonpublic information in their possession on behalf of their Advisory Clients. Personal Trading The Advisor’s personal trading policy seeks to address possible conflicts of interest that may arise between investment recommendations in the interests of Advisory Clients and employees’ personal investments for their own accounts. The Advisor’s policies and procedures generally seek to address such issues by imposing reporting requirements and other restrictions on employees’ investments in reportable securities, with the exception of ETFs that are unaffiliated open-end funds registered in the United States. While the Advisor’s employees and Advisory Clients may both be investing in these ETFs, the Advisor believes that, given the liquidity of these ETFs, employee transactions are not materially impacting the markets for these securities, and that consequently there is no substantial risk of conflicts of interest in this regard. Employees hold investments beyond the permitted ETFs. These holdings may include securities that are also held by Advisory Clients. Holdings also include investments in illiquid securities that do not fall within the Advisor’s recommendations to Advisory Clients. Holdings by employees create a conflict where the employee has interests in competition with the interests of Advisory Clients. The Advisor seeks to mitigate this conflict through its Code of Ethics and policies and procedures. The Advisor’s Code of Ethics outlines the Advisor’s duty to put the interests of its Advisory Clients first. Policies and procedures further mitigate the conflict by requiring preclearance approval by the CCO or a designee of transactions in any of these securities. Approval is only given when the transaction can be completed without competing with the interests of the Advisory Clients.

Item 12. Brokerage practices

Brokerage Selection The Advisor has discretionary authority to determine the type, amount, price and timing of securities being bought and sold on behalf of each of its Advisory Clients, including the selection of and commissions paid to brokers, subject to each Advisory Client’s investment policies and goals. Subject to the rest of this Item 12, the Advisor, in seeking to obtain the best execution of portfolio transactions, considers the quality and reliability of brokerage services. The Advisor also considers brokerage, research and investment information provided by the brokers and dealers.

Read the rest of Item 12 (858 more words)

Factors considered by the Advisor in selecting brokers and dealers may include the following: price; the broker’s or dealer’s facilities, reliability and financial stability; the ability of the broker or dealer to effect securities transactions, particularly with regard to such aspects as complexity of the trade, timing, order size and execution of the orders; and the brokerage and research products and services provided by that broker or dealer to the Advisor that are expected to enhance the Advisor’s general portfolio manager capabilities, notwithstanding that an Advisory Client may not be the direct or exclusive beneficiary of such

services. Trade Aggregation and Allocation The Advisor aggregates orders for multiple client accounts when it determines that aggregation is appropriate and consistent with its duty to seek best execution. Aggregated trades in publicly traded securities are generally allocated at the average execution price, where practicable. Certain private placements and other investment opportunities may be available only in limited amounts and may not be suitable for all accounts. In those circumstances, the Advisor allocates the opportunity among eligible accounts in a manner it believes is fair and equitable, based on factors including the account’s strategy, available capital, existing exposure, diversification and concentration considerations, liquidity profile, investment restrictions, and suitability. Accordingly, some accounts may participate in an opportunity while others may not, and participating accounts may receive different allocations. Research and Soft Dollars Commission rates, being a component of price, are one factor considered together with other factors. The Advisor may cause an Advisory Client’s account to pay a broker or dealer a commission for effecting a transaction for the Advisory Client’s account that may be higher than a commission charged by another broker, in exchange for brokerage and/or research services. This is a benefit to the Advisor because the Advisor does not directly produce or pay for the research or services. This creates an incentive to select a broker based on the research or other services provided rather than the Advisory Client’s interest in best execution. Under Section 28(e) of the Securities Exchange Act of 1934 (the “Exchange Act”), the Advisor may do this if it determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services provided by such broker. To mitigate and address any conflicts of interest that arise, the Advisor has adopted policies and procedures to evaluate, on an ongoing basis, the value of a broker’s research and brokerage services and the reasonableness of any commissions charged. The products and services that the Advisor received with Advisory Client brokerage commissions within the last fiscal year include, but are not limited to: economic/market/industry data, trading, market and research software. The Advisor has made no attempt to put a specific dollar value on the brokerage or research products or services of any broker or dealer or to allocate the relative costs or benefits of those products or services, because the Advisor believes that the products and services received are, in the aggregate, of assistance in fulfilling the Advisor’s overall responsibilities to its Advisory Clients. Products and services that are generated by third parties are provided by or through the brokerage Advisor to which commissions are paid. In instances where the Advisor chooses to utilize soft dollars for the procurement of eligible brokerage and research services from a trading intermediary or a third party in connection with the execution of Advisory Client securities transactions, we will do so in accordance with the safe harbor under Section 28(e) of the Exchange Act. When we use soft dollar credits to obtain research or other products or services, we receive a benefit because we do not have to produce or pay for the research, products or services.

The Advisor has entered into a soft dollar agreement with one of its prime brokers where an account has been established for the specific purpose of aggregating and maintaining “soft dollar credits” generated by the portfolio transactions described above in the Brokerage Selection section, provided that the particular Advisory Client relationship permits the use of “soft dollar credits.” The Advisor uses these credits to purchase research or brokerage products and services that the Advisor does not have to produce or pay for. Selecting a broker-dealer based on the receipt of soft dollar credits is a conflict of interest because the Advisory Client may not receive favorable execution. The Advisor mitigates this conflict of interest by implementing policies and procedures that monitor the commissions paid and the execution received by Advisory Client accounts. The Advisor also, at times, uses step-out transactions in order to receive brokerage and research products and services. In a step-out transaction, the Advisor directs trades to a broker-dealer with the instruction that the broker-dealer execute the transaction, but “step-out” a portion of the transaction or commission in favor of another broker-dealer that provides such products and/or services. Given the Advisor’s receipt of such products and services in connection with step-out transactions, the Advisor has an incentive to continue to engage in such transactions; however, the Advisor only intends to utilize step-out transactions when it believes that doing so would not hinder best execution efforts.

Item 13. Review of accounts

The portfolios of the Advisory Clients are generally under ongoing review by the Advisor. Responsibility for review of accounts lies with the portfolio manager, who reviews holdings for consistency with Advisory Clients’ investment objectives and limitations, if any. The Advisor’s CCO reviews account information for administrative and compliance purposes. In addition to ongoing review by the Advisor, the Resolute Fund is audited annually by independent auditors. Investors in the Resolute Fund receive annual written audit reports following the completion of the independent auditor’s audit.

Item 14. Client referrals and other compensation

The Advisor does not pay compensation for client referrals.

Item 15. Custody

Under Rule 206(4)-2 of the Investment Advisers Act of 1940, as amended, the Advisor is deemed to have custody of Advisory Client funds and securities by virtue of its role or its affiliate’s role as general partner or managing member of certain pooled investment vehicle. The Resolute Fund’s administrator provides account statements to each investor on a periodic basis, generally monthly, to the investor address of record. Additionally, the Resolute Fund is audited annually by an independent public accountant that is registered with, and subject to regular inspection by the Public Company Accounting Oversight Board and audited financial statements prepared in

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accordance with generally accepted accounting principles are sent to all investors within 120 days of the end of the Resolute Fund’s fiscal year. Investors are urged to carefully review such audited financial statements and other statements and reports received from such qualified custodians and to compare them to any reports received from the Advisor. With respect to Advisory Clients advised through Fios Capital LLC, including Fios Partners, LLC, Fios Venture Holdings LLC, Fios Healthcare Ventures LLC, and Fios Yellowstone SPV, LLC, the requirements of Rule 206(4)-2 under the Investment Advisers Act of 1940 are satisfied through an annual verification of funds and securities by actual examination conducted by an independent public accountant. Such examination is conducted pursuant to a written agreement between the adviser and the accountant, at a time chosen by the accountant without prior notice or announcement and that is irregular from year to year.

Item 16. Investment discretion

The Advisor has discretionary authority over the accounts of its Advisory Clients. Please see Item 4 above for further details on the discretionary authority of the Advisor. The Advisor receives this discretionary authority pursuant to, and in accordance with the terms of the advisory agreement and/or subscription agreements entered into by Advisory Clients and investors.

Item 17. Voting client securities

The Advisor currently has authority to vote proxies for its Advisory Clients. With respect to proxies voted by the Advisor, the Advisor has adopted written proxy voting procedures. In connection with the administration of this process, the Advisor uses ProxyEdge, a Broadridge Financial Solutions, Inc. platform, to support proxy voting operations and assist with Form N-PX reporting. ProxyEdge does not provide voting recommendations. Under those procedures, the Advisor generally votes with management, except in certain circumstances.

Read the rest of Item 17 (79 more words)

Any conflicts of interest that arise in the context of voting proxies are evaluated by our Chief Compliance Officer, and handled in accordance with how the Chief Compliance Officer deems appropriate, given consideration to the type and materiality of the conflict. A copy of the Advisor’s proxy voting procedures is available upon request. Advisory Clients may obtain information about how the Advisor voted that Advisory Client’s proxies by contacting the Advisor in writing at its principal place of business.

Item 18. Financial information

The Advisor does not require or solicit prepayment of advisory fees six months or more in advance. The Advisor does not have any financial commitments that might impair our current or future ability to meet our contractual commitments to Advisory Clients and the Advisor has not been the subject of a bankruptcy petition at any time during the past ten years.

Form ADV Part 2A, via the SEC Investment Adviser Public Disclosure site.