Bonaventure Capital, LLC

Item 1 - Cover Page Firm Brochure (Part 2A of Form ADV) FIDELIS CAPITAL, LLC 820 SHADES CREEK PKWY., STE. 1200 BIRMINGHAM, AL 35209 PHONE: 205-578-0592 WEBSITE: WWW.FIDELISCAPITAL.NET This brochure provides information about the qualifications and business practices of Fidelis Capital, LLC. If you have any questions about the contents of this brochure, please contact us at (205) 578-0592. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission, or by any state securities authority. Additional information about Fidelis Capital, LLC, is available on the SEC’s website at www.adviserinfo.sec.gov. March 27, 2026 Fidelis Capital  Item 2 - Material Changes Material Changes since the Last Annual Update There are no material changes in this brochure since the last one dated March 26, 2025. i Fidelis Capital  Item 3 - Table of Contents Item 2 - Material Changes .............................................................................................. i Material Changes since the Last Annual Update ........................................................ i Item 4 - Advisory Business .......................................................................................... 1 Firm Description ......................................................................................................... 1 Separately Managed Accounts .................................................................................. 1 Sub-Advisory Services ............................................................................................... 1 Item 5 - Fees and Compensation ................................................................................. 1 Separately Managed Accounts .................................................................................. 1 Sub-Advisory Services ............................................................................................... 2 Item 6 - Performance-Based Fees ................................................................................ 2 Item 7 - Types of Clients ............................................................................................... 3 Item 8 - Methods of Analysis, Investment Strategies and Risk of Loss ................... 3 ETF Portfolios ............................................................................................................ 3 Private Market Investment Fund ................................................................................ 3 TOC 1 Fidelis Capital  Item 9 - Disciplinary Information .................................................................................. 4 Item 10 - Other Financial Industry Activities and Affiliations .................................... 4 Item 11 - Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ........................................................................................................... 4 Item 12 - Brokerage Practices ...................................................................................... 5 Item 13 - Review of Accounts ....................................................................................... 6 Item 14 - Client Referrals and Other Compensation ................................................... 6 Item 15 - Custody .......................................................................................................... 6 Item 16 - Investment Discretion ................................................................................... 6 Item 17 - Voting Client Securities................................................................................. 7 Item 18 - Financial Information .................................................................................... 7 Brochure Supplement STEVEN MCCALL DAUPHIN .................................................................................... 9 WILLIAM EDWARD REISER, JR. ............................................................................ 10 JOHN STANLEY STEIN, III ..................................................................................... 11 JAMES CARTER BURLESON................................................................................. 12 TOC 2 Fidelis Capital  Item 4 - Advisory Business Firm Description Fidelis Capital, LLC, (“Fidelis”) was founded in 2001. Fidelis offers investment management services, defined as giving continuous advice to and making investments for clients, through separately managed accounts ("SMAs"). Fidelis also offers sub-advisory services to a private investment fund. The owners of Fidelis are Steven McCall Dauphin, William Edward Reiser, Jr., and John Stanley Stein, III. Separately Managed Accounts For public-market SMA Clients, Fidelis recommends specific combinations of index Exchange-Traded Funds (ETFs) that, after consultation and mutual agreement with the Client, best meet the individual Client's investment objectives. Public-market SMA Clients are welcome to impose restrictions on investing in certain securities or types of securities. As of December 31, 2025, Fidelis manages $6,296,261 of public-market SMA Client assets on a discretionary basis and no public-market SMA Client assets on a non-discretionary basis. Sub-Advisory Services Fidelis is the investment sub-advisor to the Private Market Investment Fund II, LLC ("the Fund"). Fidelis provides the Fund with certain investment management and related services, including, but not limited to (i) identifying, evaluating, and structuring investment opportunities consistent with the Fund’s investment guidelines (as set forth in the Fund’s Private Offering Memorandum); (ii) monitoring investments made by the Fund; and (iii) disposing of and liquidating investments made by the Fund. As of December 31, 2025, Fidelis manages all $12,025,735 of the Fund's net assets on a non- discretionary basis. Item 5 - Fees and Compensation Separately Managed Accounts From public-market SMA Clients, Fidelis receives only a management fee based on a percentage of assets in the Client's account being managed. Such fees, as well as account minimums, are negotiated on a case-by-case basis depending on the level of services required and/or the potential growth of the account through future contributions. Fees are payable quarterly in arrears based on the market value of the account on the last business day of - 1 - Fidelis Capital  the previous quarter, and Fidelis deducts them from the Client's account. Clients may choose any brokerage firm to custody their assets, but upon request Fidelis will recommend certain brokers. Clients may incur brokerage or other transaction costs that are determined by the brokerage firm that has custody of their assets. Investment Management Agreements between Fidelis and its SMA Clients may be terminated by either party at any time without penalty upon written notice. Sub-Advisory Services Fidelis receives from Private Market Investment Fund II ("PMIF II") an annual sub-advisory fee, payable quarterly in advance, equal to 1.50% of the Post- Investment Period Fee Base. “Post-Investment Period Fee Base” means the sum, measured as of the applicable day on which the fee is to be calculated, of (i) the unreturned, invested capital of PMIF II in each of PMIF II’s investments, and (ii) cash held by PMIF II. The Fund’s investors have received distributions from the Fund in excess of the amount of their net capital contributions. As such, Fidelis receives from the Fund a special profit allocation equal to 10% of any amount of cash or other assets that would otherwise be distributed by the Fund to its investors if such allocation did not apply. The Fund reimburses Fidelis for expenses incurred in connection with the evaluation, selection, and oversight of the Fund’s investments. In the event Fidelis is terminated by the Fund’s manager, the Fund’s manager will determine what percentage, if any, of the special profit allocation will be retained by Fidelis. There is no discussion in the Sub-Advisory Agreement of the Fund with respect to how the Fund may obtain a refund of the sub- advisory fee in the event Fidelis is terminated prior to the end of a billing period, although given the required notice period, it is likely that a quarter-end date would be chosen. Item 6 - Performance-Based Fees As disclosed in the section above, Fidelis' compensation as a sub-advisor of the Fund includes a performance-based fee, whereas Fidelis receives other types of fees from other clients and relationships. Because the types of investments the Fund makes are different from those made by other entities that pay Fidelis fees, no conflict of interest with respect to investment recommendations exists. - 2 - Fidelis Capital  Item 7 - Types of Clients Fidelis provides investment management services to individuals and a private investment fund. Fidelis does not have a minimum account size for SMA Clients but requires a minimum quarterly management fee of $500. Item 8 - Methods of Analysis, Investment Strategies and Risk of Loss ETF Portfolios For SMA Clients, Fidelis analyzes the historical risk and return characteristics of a broad range of asset class combinations. Asset classes representing the vast majority of the publicly traded investment market are included. ETFs chosen to represent those asset classes in portfolios are analyzed based on their expense ratios, tracking error, index replication methodology and liquidity. Based on historical measures of return, volatility, and correlation, together with assumptions concerning future risk and return consistent with Modern Portfolio Theory, portfolios are constructed to exhibit the risk and return characteristics desired by the Client. There is no guarantee that the recommended ETF portfolios will perform as intended. Investing in ETFs involves risk of loss that Clients should be prepared to bear. SMA Clients investing in ETFs will receive prospectuses and annual reports from the management companies of the ETFs in their portfolios. These documents should be reviewed for more details on the risks associated with investing in ETFs and the asset classes represented by the ETFs. Private Market Investment Fund II The following is a brief explanation of the methods of analysis, investment strategies and risk of loss in the Fund. Investors in the Fund should refer to the Fund’s Confidential Private Offering Memorandum which covers these topics in much greater detail. The Fund’s investment objective is long-term capital appreciation through investment in private-market investment strategies such as Venture Capital, Growth Equity, Leveraged Buyouts, Mezzanine Capital, and Real Assets. Fidelis sources investment opportunities through its broad network of relationships in the private market investment community. Deals are analyzed using fundamental financial analysis with significant consideration given to management team and co-investor syndicate. The Fund does not have a specific industry focus but rather is opportunistic in its investment approach. - 3 - Fidelis Capital  An investment in the Fund involves significant risks and is suitable only for investors of substantial financial means who can accommodate limited or no liquidity in their investment and who can bear the risk of potential loss of all or a substantial portion of their investment. Investors should carefully consider the risk factors detailed in the Confidential Private Offering Memorandum including investment risks and Fund risks. Item 9 - Disciplinary Information The firm and its employees have not been involved in legal or disciplinary events related to past or present investment Clients. Item 10 - Other Financial Industry Activities and Affiliations John Stein, Member and Chief Compliance Officer of Fidelis, is a registered representative of Redmont Capital Markets, LLC, a broker-dealer. William Reiser and Steven Dauphin, Members of Fidelis, are also Members of Bonaventure Capital, LLC ("Bonaventure"), a SEC-registered investment adviser affiliated through common control and ownership. Mr. Dauphin is a Principal of OneAscent Capital Management I, LLC, and OneAscent Capital GP I, LLC (“OneAscent”) and an investment committee member of the OneAscent Capital Opportunities Fund (“OACOX”). Advisory services provided by Bonaventure, OneAscent and OACOX are separate and distinct from the advisory services of Fidelis and are provided in exchange for industry-standard compensation. No Client of Bonaventure, OneAscent or OACOX is obligated to use Fidelis for any advisory services, and conversely, no Fidelis Client is obligated to use the advisory services provided by Bonaventure, OneAscent or OACOX. Bonaventure and Fidelis may share management fees when a Client is provided advisory services by both advisers. Mr. Reiser and Mr. Dauphin are also Members of Bonaventure Partners, LLC, and OneAscent Capital GP I, LLC, entities which are General Partners of limited partnerships otherwise unaffiliated with Fidelis and the investment advisory services of Fidelis. Mr. Dauphin is also an unpaid Member of the LP Advisory Committee of WRB Serra Partners Fund I, LP. Item 11 - Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Fidelis has adopted a Code of Ethics expressing the firm's commitment to ethical conduct. Fidelis' Code of Ethics describes the firm's fiduciary duties - 4 - Fidelis Capital  and responsibilities to Clients and sets forth Fidelis' practice of supervising the personal securities transactions of supervised persons with access to Client information. Individuals associated with Fidelis may buy or sell securities for their personal accounts identical to or different than those recommended to Clients. It is the expressed policy of Fidelis that no person employed by Fidelis shall prefer his or her own interest to that of an advisory Client or make personal investment decisions based on the investment decisions of advisory Clients. To supervise compliance with its Code of Ethics, Fidelis requires that anyone associated with its advisory practice with access to advisory recommendations provide annual securities holdings reports and quarterly transaction reports to the firm's Chief Compliance Officer. Fidelis also requires such access persons to receive approval from the Chief Compliance Officer prior to investing in any IPOs or private placements (limited offerings). Fidelis requires that all employees must act in accordance with all applicable Federal and State regulations governing registered investment advisory practices. Fidelis' Code of Ethics further includes the firm's policy prohibiting the use of material non-public information. Any individual not in compliance with the above may be subject to discipline. Fidelis will provide a complete copy of its Code of Ethics to any Client or prospective Client upon request to the Chief Compliance Officer at Fidelis' principal address. Bonaventure presented the Fund to certain of its Clients for which the Fund was suitable. Bonaventure's affiliation with Fidelis was fully disclosed, and Bonaventure Clients who chose to invest in the Fund did so solely at their own discretion based on an independent investigation and review. In the event the same private market investment is recommended to both Fidelis and Bonaventure Clients, allocations of the investment are made in a manner that maximizes the interests of each Client. Clients will not purchase investments from each other unless the fairness of the transaction price is validated by the involvement of an unrelated third party. Item 12 - Brokerage Practices SMA Clients may choose the brokerage firm which will custody their account, or Fidelis will recommend one based on service and cost. If an SMA Client chooses to use a brokerage firm other than one recommended by Fidelis, Fidelis may be unable to achieve the most favorable execution of the client's transactions. For example, with a brokerage firm that is not recommended by Fidelis, the client may pay higher commissions and fees or receive less favorable transaction prices. Fidelis receives no research or other products and services from brokers it recommends. - 5 - Fidelis Capital  Fidelis will aggregate the purchase or sale of securities for various client accounts when the accounts are with the same brokerage firm, the same trade is appropriate for all the accounts, and the brokerage firm permits block trading. Block trading enables all the accounts for which the transaction is intended to receive the same price. If the same transaction is appropriate for two clients with accounts at different brokerage firms, Fidelis cannot aggregate the transactions, and it is possible that one client will receive a price that is less favorable than the other due to market fluctuation. Item 13 - Review of Accounts A Fidelis managing member continuously monitors SMA Client portfolios and provides advice on security selection and re-balancing of portfolio assets. Fidelis provides SMA Clients with quantitative account performance reports no less frequently than quarterly, and with capital gains information upon request. Fidelis continuously monitors the Fund’s investments and calculates their estimated values and provides them to the Fund Manager no less frequently than quarterly. Item 14 - Client Referrals and Other Compensation Fidelis does not compensate referring parties for referrals. Fidelis does not accept referral fees or any form of remuneration from other professionals when a prospect or Client is referred to them. Fidelis receives no compensation other than that which is disclosed in this brochure. Item 15 - Custody Fidelis does not have custody of any Client funds or securities other than the authority to deduct management fees from those Clients who permit such payment method. Clients are urged to compare any account statements received directly from their custodians to performance report statements provided by Fidelis. Item 16 - Investment Discretion Fidelis' investment discretion with respect to any SMA Client is subject to the Client's Investment Management Agreement with Fidelis. SMA Clients sign a - 6 - Fidelis Capital  limited power of attorney form providing Fidelis with the ability to execute trades in Clients' accounts. Fidelis is responsible for identifying, evaluating, and selecting the investments in which the Fund may invest. All proposed investments by the Fund are reviewed by the Fund Manager in order that the Fund Manager will have an opportunity to ensure that the Fund’s investment strategies are being followed and that the Fund’s investment portfolios are appropriately diversified. Item 17 - Voting Client Securities Fidelis does not vote proxies on securities in SMA Client accounts. SMA Clients are expected to vote their own proxies. Fidelis does have authority to vote securities owned by the Fund. Fidelis votes these securities in a manner which it believes will maximize the long- term returns to the Fund’s investors. The Fund may obtain information about how Fidelis voted fund securities upon request. The Fund also may obtain a copy of Fidelis' proxy voting policies and procedures upon request. Item 18 - Financial Information Fidelis does not have any financial impairment that will preclude the firm from meeting contractual commitments to Clients. - 7 - Fidelis Capital  Brochure Supplement (Part 2B of Form ADV) Steven McCall Dauphin William Edward Reiser, Jr. John Stanley Stein, III James Carter Burleson Fidelis Capital, LLC 820 Shades Creek Pkwy., Ste. 1200 Birmingham, AL 35209 (205) 578-0592 March 27, 2026 This brochure supplement provides information about Steven McCall Dauphin, William Edward Reiser, Jr., John Stanley Stein, III, and James Carter Burleson that supplements the Fidelis Capital, LLC brochure. Please contact John Stein if you did not receive Fidelis Capital's brochure or if you have questions about the contents of this supplement. - 8 - Fidelis Capital  STEVEN MCCALL DAUPHIN Educational Background and Business Experience Born 1964 MBA, Business, University of North Carolina, 1991 BA, Economics and Religion, Harvard College, 1987 Member, Fidelis Capital, LLC, 05/2001 to present Member, Bonaventure Capital, LLC, 05/1998 to present Member, Bonaventure Partners, LLC, 05/1998 to present Principal, OneAscent Capital Management I, LLC, 11/2021 to present Principal and Member, OneAscent Capital GP I, LLC, 11/2021 to present Board Seats at present: Biome, Cloudform, Conjet, Conserv, Contrail Capital, Hampr, Iyris, Trashie Disciplinary Information None Other Business Activities Mr. Dauphin is a Member of Bonaventure Capital, LLC ("Bonaventure"), a SEC- registered investment adviser affiliated through common control and ownership, a Principal of OneAscent Capital Management I, LLC, a Principal and Member of OneAscent Capital GP I, LLC (“OneAscent”), and an investment committee member of the OneAscent Capital Opportunities Fund (“OACOX”). Advisory services provided by Bonaventure, OneAscent and OACOX are separate and distinct from the advisory services of Fidelis and are provided for separate and typical compensation. No Bonaventure, OneAscent, or OACOX Client is obligated to use Fidelis for any advisory services and conversely, no Fidelis Client is obligated to use the advisory services provided by Bonaventure, OneAscent or OACOX. Mr. Dauphin is also a Member of Bonaventure Partners, LLC, the General Partner of limited partnerships otherwise unaffiliated with Fidelis and the investment advisory services of Fidelis. He is also an unpaid Member of the LP Advisory Committee of WRB Serra Partners Fund I, LP. Additional Compensation None Supervision Mr. Dauphin works closely with Messrs. Reiser and Stein. All advice provided to the Fund must be agreed upon unanimously by the three Fidelis principals. - 9 - Fidelis Capital  WILLIAM EDWARD REISER, JR. Educational Background and Business Experience Born 1964 MBA, Finance/Investments, Duke University, 1992 B.E., Electrical Engineering/Math, Vanderbilt University, 1986 Chartered Financial Analyst (CFA), 1996 Member, Fidelis Capital, LLC, 05/2001 to present Member, Bonaventure Capital, LLC, 05/1998 to present Member, Bonaventure Partners, LLC, 05/1998 to present Member, OneAscent Capital GP I, LLC, 11/2021 to present The CFA charter is a globally respected, graduate-level investment credential established in 1962 and awarded by CFA Institute — the largest global association of investment professionals. To earn the CFA charter, candidates must: 1) pass three sequential, six-hour examinations; 2) have at least four years of qualified professional investment experience; 3) join CFA Institute as members; and 4) commit to abide by, and annually reaffirm, their adherence to the CFA Institute Code of Ethics and Standards of Professional Conduct. Disciplinary Information None Other Business Activities Mr. Reiser is a Member of Bonaventure Capital, LLC ("Bonaventure"), a SEC- registered investment adviser affiliated through common control and ownership. Advisory services provided by Bonaventure are separate and distinct from the advisory services of Fidelis and are provided for separate and typical compensation. No Bonaventure Client is obligated to use Fidelis for any advisory services, and conversely, no Fidelis Client is obligated to use the advisory services provided by Bonaventure. Mr. Reiser is also a Member of Bonaventure Partners, LLC, and OneAscent Capital GP I, LLC, General Partners of limited partnerships otherwise unaffiliated with Fidelis and the investment advisory services of Fidelis. Additional Compensation None Supervision Mr. Reiser works closely with Messrs. Dauphin and Stein. All advice provided to the Fund must be agreed upon unanimously by the three Fidelis principals. Mr. Stein reviews advice Mr. Reiser provides to SMA Clients. - 10 - Fidelis Capital  JOHN STANLEY STEIN, III Educational Background and Business Experience Born 1964 JD, University of Virginia School of Law, 1991 MBA, Auburn University at Montgomery, 1987 B.S., Business Administration, Auburn University, 1986 Chartered Financial Analyst (CFA), 1992 Member, Chief Compliance Officer, Fidelis Capital, LLC, 05/2001 to present Chairman, IntraMicron, Inc., 2009 to present Registered Representative, ProEquities, Inc., 08/2000 to 08/2017 Registered Representative, NBC Securities, Inc., 09/2017 to 03/2024 Registered Representative, Redmont Capital Markets, LLC, 04/2024 to present Chairman of the Board, Raycom Media, Inc., 12/1997 to 01/2019 Other Board Seats at present: T1V, Artius II Acquisition Inc., IntraMicron The CFA charter is a globally respected, graduate-level investment credential established in 1962 and awarded by CFA Institute — the largest global association of investment professionals. To earn the CFA charter, candidates must: 1) pass three sequential, six-hour examinations; 2) have at least four years of qualified professional investment experience; 3) join CFA Institute as members; and 4) commit to abide by, and annually reaffirm, their adherence to the CFA Institute Code of Ethics and Standards of Professional Conduct. Disciplinary Information None Other Business Activities John Stein, Member and Chief Compliance Officer of Fidelis, is a registered representative of Redmont Capital Markets, LLC, a broker-dealer. Additional Compensation None Supervision Mr. Stein works closely with Messrs. Dauphin and Reiser. All advice provided to the Fund must be agreed upon unanimously by the three Fidelis principals. - 11 - Fidelis Capital  JAMES CARTER BURLESON Educational Background and Business Experience Born 1997 MBA, Auburn University, 2021 B.S., Business Administration, Auburn University, 2019 Vice President, Fidelis Capital, LLC, 08/2021 to present Vice President, Bonaventure Capital, LLC, 08/2021 to present Principal, OneAscent Capital Management I, LLC, and OneAscent Capital GP I, LLC, 11/2021 to present Chief Operating Officer, Yellow Card Financial, LLC, 05/2019 to 04/2020 Head of Strategic Partnerships, Yellow Card Financial, LLC, 05/2018 to 05/2019 Board Member - XO Armor Technologies Disciplinary Information None Other Business Activities Mr. Burleson is a Vice President of Bonaventure Capital, LLC ("Bonaventure"), a SEC-registered investment adviser affiliated through common control and ownership, a Principal of OneAscent Capital Management I, LLC, and OneAscent Capital GP I, LLC (“OneAscent”), and a portfolio manager of the OneAscent Capital Opportunities Fund. Advisory services provided by Bonaventure and OneAscent are separate and distinct from the advisory services of Fidelis and are provided for separate and typical compensation. No Bonaventure or OneAscent Client is obligated to use Fidelis for any advisory services and conversely, no Fidelis Client is obligated to use the advisory services provided by Bonaventure or OneAscent. Additional Compensation None Supervision Mr. Burleson works closely with Messrs. Stein, Dauphin and Reiser. All advice provided to the Fund by Burleson must be agreed upon unanimously by the three Fidelis principals. - 12 - Fidelis Capital