RESOLUTE CAPITAL, LLC

RESOLUTE CAPITAL, LLC FORM ADV PART 2A BROCHURE Item 1 – Cover Page 501 River Street, Suite 101 Greenville, South Carolina 29601 864-800-1831 This brochure provides information about the qualifications and business practices of Resolute Capital, LLC. If you have any questions regarding the contents of this brochure, please do not hesitate to contact our Chief Compliance Officer, Roseann Higgins, by telephone at 513-977-8459 or by email at roseann.higgins@dinsmorecomplianceservices.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. information about Resolute Capital, LLC is available on Resolute Capital, LLC is a registered investment adviser. Registration with the United States Securities and Exchange Commission or any state securities authority does not imply a certain level of skill or training. the SEC’s website at Additional www.adviserinfo.sec.gov. October 2025  Form ADV Part 2A requires registered investment advisers to amend their brochure when information becomes materially inaccurate. Resolute Capital, LLC filed its annual Form ADV Part 2A update on March 7, 2024. After the filing of that annual update, the assets under management of Resolute Capital, LLC are greater than $100 million and as of the date of this Brochure continue to be greater than $100 million. Therefore, Resolute Capital, LLC is permitted to transition from state registered to Securities and Exchange Commission/federally registered. This Form ADV Part 2A is filed as part of the registration transition. Resolute Capital has made the following material updates: Item 4 Advisory Business. Resolute Capital updated this section to include information on educational workshops and seminars. Item 9 Disciplinary Information. Resolute Capital updated this section to include information on a civil lawsuit involving Matt Dixon which was settled in July 2025. Item 15 Cusotdy. Resolute Capital updated this section to include the use of Standing Letters of Authorization.  Resolute Capital Disclosure Brochure Item 3 - Table of Contents Item 1 – Cover Page ...................................................................................................................................... 1 Item 2 – Material Changes .......................................................................... Error! Bookmark not defined. Item 3 - Table of Contents ............................................................................................................................ 3 Item 4 - Advisory Business ........................................................................................................................... 5 A. Description of the Advisory Firm .................................................................................................... 5 B. Types of Advisory Services ............................................................................................................. 5 C. Client-Tailored Advisory Services .................................................................................................. 6 D. Information Received From Clients ................................................................................................. 6 E. Assets Under Management .............................................................................................................. 7 Item 5 - Fees and Compensation ................................................................................................................... 7 A. Portfolio Management and Financial Planning Services ................................................................. 7 B. Payment of Fees ............................................................................................................................... 8 C. Clients Responsible for Fees Charged by Financial Institutions ..................................................... 8 D. Prepayment of Fees .......................................................................................................................... 9 E. Outside Compensation for the Sale of Securities or Other Investment Products to Clients ............ 9 Item 6 - Performance-Based Fees and Side-by-Side Management ............................................................... 9 Item 7 - Types of Clients .............................................................................................................................. 9 Item 8 - Methods of Analysis, Investment Strategies, and Risk of Loss ...................................................... 9 A. Methods of Analysis and Risk of Loss ............................................................................................ 9 B. Material Risks Involved ................................................................................................................. 10 Item 9 – Disciplinary Information .............................................................................................................. 12 Item 10 – Other Financial Industry Activities and Affiliations .................................................................. 12 Item 11 – Code of Ethics, Participation or Interest in Client Transactions ................................................. 13 A. Description of Code of Ethics ........................................................................................................ 13 3  Resolute Capital Disclosure Brochure Item 12 – Brokerage Practices .................................................................................................................... 13 A. Factors Used to Select Custodians and/or Broker-Dealers ............................................................ 13 B. Trade Aggregation ......................................................................................................................... 16 Item 13 – Review of Accounts .................................................................................................................... 16 A. Periodic Reviews ........................................................................................................................... 16 B. Other Reviews and Triggering Factors .......................................................................................... 17 C. Regular Reports ............................................................................................................................. 17 Item 14 – Client Referrals and Other Compensation .................................................................................. 17 A. Economic Benefits Provided by Third Parties for Advice Rendered to Clients ............................ 17 B. Compensation to Non-Supervised Persons for Client Referrals .................................................... 17 Item 15 – Custody ....................................................................................................................................... 17 Item 16 – Investment Discretion ................................................................................................................. 18 Item 17 – Voting Client Securities .............................................................................................................. 18 Item 18 – Financial Information ................................................................................................................. 18 4  Resolute Capital Disclosure Brochure Item 4 - Advisory Business A. Description of the Advisory Firm Resolute Capital, LLC (“Resolute Capital” or the “Firm”) is a limited liability company organized in the State of South Carolina. Resolute Capital is an investment advisory firm registered with the United States Securities and Exchange Commission (“SEC”). Resolute Capital is owned by Matthew Dixon. B. Types of Advisory Services Resolute Capital provides discretionary portfolio management, financial planning, and educational seminars and workshops to individuals, including high net worth individuals, and entities, including, but not limited to, family offices, trusts, estates and private foundations. In addition, Resolute Capital provides sub-advisory portfolio management services for unaffiliated investment advisers. Portfolio Management Services Resolute Capital offers ongoing portfolio management services based on the individual goals, objectives, time horizon, and risk tolerance of each client. Portfolio management services include, but are not limited to, the following: • Investment strategy • Personal investment policy • Asset allocation • Asset selection • Risk tolerance • Regular portfolio monitoring Resolute Capital evaluates the current investments of each client with respect to their risk tolerance levels and time horizon. Risk tolerance levels are documented and reviewed with each client. Sub-Advisory Services Resolute Capital provides portfolio management through sub-advisory relationships with unaffiliated investment advisers. These third party unaffiliated investment advisers outsource portfolio management services to Resolute Capital, and Resolute Capital and the unaffiliated investment adviser enter into a sub- advisory agreement. When providing investment advisory services through sub-advisory relationships, Resolute Capital is providing advisory services pursuant to the instructions of the other investment advisory firm. The securities utilized by Resolute Capital for investment in client accounts consist of registered mutual funds, exchange traded funds (ETFs), equity securities, variable annuities, corporate bonds and other fixed income instruments, if we determine such investments fit within a client’s objectives and are in the best interest of our clients. Resolute Capital may use other securities as well to help diversify a client portfolio when determined suitable for a client. Financial Planning Services Resolute Capital offers personal financial planning services to set forth goals, objectives and implementation strategies for the client over the long-term. Depending upon individual client requirements, 5  Resolute Capital Disclosure Brochure the financial plan will include recommendations for retirement planning, educational planning, estate planning, cash flow planning, tax planning and insurance needs and analysis. Resolute Capital prepares and provides the financial planning client with a written financial plan and performs periodic reviews of the plan with the client, as agreed upon with the client. In addition, Resolute Capital provides financial planning services that are completed upon the delivery of the financial plan to the client. Clients should notify us promptly anytime there is a change in their financial situation, goals, objectives, or needs and/or if there is any change to the financial information initially provided to us. Clients are under no obligation to implement any of the recommendations provided in their written financial plan. However, should a client decide to proceed with the implementation of the investment recommendations then the client can either have Resolute Capital implement those recommendations or utilize the services of any investment adviser or broker-dealer of their choice. Resolute Capital cannot provide any guarantees or promises that a client’s financial goals and objectives will be met. Educational Workshops and Seminars Resolute Capital offers educational workshops and seminars as a value-added service to both clients and prospective clients. These sessions are designed to educate and provide insights into retirement planning and other relevant financial topics. Resolute Capital does not charge a fee for these workshops and seminars. Note for IRA and Retirement Plan Clients: When Resolute Capital provides investment advice to you regarding your retirement plan account or individual retirement account, Resolute Capital is a fiduciary within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. The way Resolute Capital makes money creates some conflicts with your interests, so Resolute Capital operates under a special rule that requires Resolute Capital to act in your best interest and not put Resolute Capital’s interest ahead of yours. Note Regarding Tax or Legal Advice: In providing services, Resolute Capital does not offer or otherwise provide tax or legal advice. Resolute Capital will, at a client’s direction and approval, work with a client’s existing tax or legal professionals to assist in the provision of the services. Fees charged by any tax, legal or other third-party professionals are the responsibility of the client. Resolute Capital may refer professionals; however, there is no compensation to Resolute Capital for these referrals, and clients are under no obligation to use the referred service providers. C. Client-Tailored Advisory Services Clients may impose reasonable restrictions on the management of their accounts if Resolute Capital determines, in its sole discretion, that the conditions would not materially impact the performance of a management strategy or prove overly burdensome for Resolute Capital’s management efforts. D. Information Received From Clients 6  Resolute Capital Disclosure Brochure Resolute Capital will not assume any responsibility for the accuracy or the information provided by clients. Resolute Capital is not obligated to verify any information received from a client or other professionals (e.g., attorney, accountant) designated by a client, and Resolute Capital is expressly authorized by the client to rely on such information provided. Under all circumstances, clients are responsible for promptly notifying Resolute Capital in writing of any material changes to the client’s financial situation, investment objectives, time horizon, or risk tolerance. E. Assets Under Management As of February 24, 2025, Resolute Capital has approximately $188,733,908 of client assets under management on a discretionary basis. Resolute Capital has no client assets under management on a non- discretionary basis. Item 5 - Fees and Compensation A. Portfolio Management and Financial Planning Services Fees for Portfolio Management Services Resolute Capital charges an annual portfolio management services fee that is agreed upon with each client and set forth in an agreement executed by Resolute Capital and the client. The annual portfolio management services fee is based on a percentage of the value of assets under management and is paid monthly in arrears based on the asset value of the client’s accounts as of the last business day of the month as provided by third-party sources, such as pricing services, custodians, and client-provided sources. For the initial month, the fees for investment management services are paid, in arrears, on a pro rata basis based on the value of assets under management at the end of such initial month as provided by third-party sources, such as pricing services, custodians, fund administrators, and client-provided sources. The annual portfolio management services fee ranges up to 1.40%. For purposes of fee calculation, the asset value of client accounts include cash and cash equivalents. Fees for Financial Planning Services Clients that are receiving financial planning services are charged a fixed fee ranging from $500.00 to $10,000.00, depending upon the complexity of a client’s plan and services provided. For clients receiving ongoing financial planning services the annual fee is charged monthly. For financial planning services that are completed upon the delivery of the financial plan to the client, the fixed fee can be charged in monthly or quarterly installments, or otherwise in full upon delivery of the completed financial plan. Actual fees charged are clearly outlined in the financial planning agreement and clients receive invoices reflecting the amount of the fee due and payable. Notwithstanding the foregoing, Resolute Capital and the client may choose to negotiate an annual advisory fee that varies from the ranges set forth above. Factors upon which a different advisory fee may be based include, but are not limited to, the size and nature of the relationship, the services rendered, the nature and complexity of the products and investments involved, time commitments, and travel requirements. For clients receiving portfolio management services, the advisory fee charged by the Firm will apply to all of the client’s assets under management, unless specifically excluded in the client agreement. The fee for portfolio management services may include the financial planning services 7  Resolute Capital Disclosure Brochure described above. Although Resolute Capital believes that its fees are competitive, clients should understand that lower fees for comparable services may be available from other sources and firms. The investment advisory agreement between Resolute Capital and the client may be terminated at will by either Resolute Capital or the client upon written notice. Resolute Capital does not impose termination fees when the client terminates the investment advisory relationship, except when agreed upon in advance. B. Payment of Fees Resolute Capital generally deducts its advisory fee from a client’s investment account(s) held at his/her custodian. Upon engaging Resolute Capital to manage such account(s), a client grants Resolute Capital this limited authority through a written instruction to the custodian of his/her account(s). The client is responsible for verifying the accuracy of the calculation of the advisory fee; the custodian will not determine whether the fee is accurate or properly calculated. A client may utilize the same procedure for financial planning fees if the client has investment accounts held at a custodian. Although clients generally are required to have their investment advisory fees deducted from their accounts, in some cases, Resolute Capital will directly bill a client for investment advisory fees if it determines that such billing arrangement is appropriate given the circumstances. The custodian of the client’s accounts provides each client with a statement, at least quarterly, indicating separate line items for all amounts disbursed from the client's account(s), including any fees paid directly to Resolute Capital. Clients may make additions to and withdrawals from their account at any time, subject to Resolute Capital’s right to terminate an account. Additions may be in cash or securities provided that the Firm reserves the right to liquidate transferred securities or decline to accept particular securities into a client’s account. Clients may withdraw account assets at any time on notice to Resolute Capital, subject to the usual and customary securities settlement procedures. However, the Firm generally designs its portfolios as long-term investments and the withdrawal of assets may impair the achievement of a client’s investment objectives. Resolute Capital may consult with its clients about the options and implications of transferring securities. Clients are advised that when transferred securities are liquidated, they may be subject to transaction fees, short-term redemption fees, fees assessed at the mutual fund level (e.g. contingent deferred sales charges) and/or tax ramifications. C. Clients Responsible for Fees Charged by Financial Institutions In connection with Resolute Capital’s management of an account, a client will incur fees and/or expenses separate from and in addition to Resolute Capital’s portfolio management services fee. These additional fees may include transaction charges and the fees/expenses charged by any custodian, mutual fund, ETF, transfer taxes, odd lot differentials, exchange fees, interest charges, and any charges, taxes or other fees mandated by any federal, state or other applicable law, retirement plan account fees (where applicable), brokerage commissions, mark-ups or mark-downs and other transaction-related costs, electronic fund and 8  Resolute Capital Disclosure Brochure wire fees, and any other fees that reasonably may be borne by a brokerage account. The client is responsible for all such fees and expenses. Please see Item 12 of this brochure regarding brokerage practices. D. Prepayment of Fees As noted in Item 5(B) above, Resolute Capital’s advisory fees are paid in arrears. Therefore, upon the termination of a client’s advisory relationship Resolute Capital will not be required to issue a refund for advance billed fees. If there is any instance in which Resolute Capital bills a client fees in advance, Resolute Capital will issue a refund equal to any unearned management fee for the remainder of the agreed upon billing period. The client may specify how he/she would like such refund issued (i.e., a check sent directly to the client or a check sent to the client’s custodian for deposit into his/her account). E. Outside Compensation for the Sale of Securities or Other Investment Products to Clients Resolute Capital does not buy or sell securities and does not receive any compensation for securities transactions in any client account, other than the investment advisory fees noted above. However, as further described in Item 10, Matthew Dixon is a licensed insurance agent and the owner of MBD Services, LLC, a licensed insurance agency. In addition, other financial professionals of Resolute Capital are licensed insurance agents. Mr. Dixon and other financial professionals of Resolute Capital earn commission-based compensation for selling insurance products to clients. Item 6 - Performance-Based Fees and Side-by-Side Management Resolute Capital does not charge performance-based fees or participate in side-by-side management. Performance-based fees are fees that are based on a share of capital gains or capital appreciation of a client’s account. Side-by-side management refers to the practice of managing accounts that are charged performance-based fees while at the same time managing accounts that are not charged performance-based fees. Resolute Capital’s fees are calculated as described in Item 5 above. Item 7 - Types of Clients Resolute Capital offers portfolio management and financial planning services to individuals, including high net worth individuals, and entities, including, but not limited to, family offices, trusts, estates and private foundations. In addition, Resolute Capital provides sub-advisory portfolio management services for unaffiliated investment advisers. Resolute Capital does not impose a minimum fee, minimum portfolio size or a minimum initial investment to open an account. However, Resolute Capital does reserve the right to accept or decline a potential client for any reason in its sole discretion. Item 8 - Methods of Analysis, Investment Strategies, and Risk of Loss A. Methods of Analysis and Risk of Loss A primary step in Resolute Capital’s investment strategy is getting to know the clients – to understand their financial condition, risk profile, investment goals, tax situation, liquidity constraints – and assemble a picture of their financial situation. Through the client intake process, the Firm outlines the client’s current situation (income, tax levels, and risk tolerance levels) and then constructs a portfolio that matches each 9  Resolute Capital Disclosure Brochure client's specific situation. However, when providing investment management services to a client through a sub-advisory relationship with another investment adviser, the client’s other investment adviser maintains the responsibility for the client initial and ongoing suitability determinations. Resolute Capital primarily employs modern portfolio theory in developing investment strategies and constructing client portfolios. Modern portfolio theory is a theory of investment that attempts to maximize portfolio expected return for a given amount of portfolio risk, or equivalently minimize risk for a given level of expected return, each by seeking to carefully choose the proportions of various asset allocation. Resolute Capital generally employs a long-term investment strategy for its clients, as consistent with their financial goals. At times, the Firm may also buy and sell positions that are more short-term in nature, depending on the goals of the client and/or the fundamentals of the security, sector or asset class. Client portfolios with similar investment objectives and asset allocation goals may own different securities and investments. The client’s portfolio size, tax sensitivity, desire for simplicity, income needs, long-term wealth transfer objectives, time horizon and choice of custodian are all factors that influence Resolute Capital’s investment recommendations. Investing in securities involves a risk of loss. A client can lose all or a substantial portion of his/her investment. A client should be willing to bear such a loss. Some investments are intended only for sophisticated investors and can involve a high degree of risk. B. Material Risks Involved Investing in securities involves a significant risk of loss which clients should be prepared to bear. Resolute Capital’s investment recommendations are subject to various market, currency, economic, political and business risks, and such investment decisions will not always be profitable. Clients should be aware that there may be a loss or depreciation to the value of the client’s account. There can be no assurance that the client’s investment objectives will be obtained and no inference to the contrary should be made. Generally, the market value of equity stocks will fluctuate with market conditions, and small-stock prices generally will fluctuate more than large-stock prices. The market value of fixed income securities will generally fluctuate inversely with interest rates and other market conditions prior to maturity. Fixed income securities are obligations of the issuer to make payments of principal and/or interest on future dates, and include, among other securities: bonds, notes and debentures issued by corporations; debt securities issued or guaranteed by the U.S. government or one of its agencies or instrumentalities, or by a non-U.S. government or one of its agencies or instrumentalities; municipal securities; and mortgage-backed and asset-backed securities. These securities may pay fixed, variable, or floating rates of interest, and may include zero coupon obligations and inflation-linked fixed income securities. The value of longer duration fixed income securities will generally fluctuate more than shorter duration fixed income securities. Investments in overseas markets also pose special risks, including currency fluctuation and political risks, and it may be more volatile than that of a U.S. only investment. Such risks are generally intensified for investments in emerging markets. In addition, there is no assurance that a mutual fund or ETF will achieve its investment objective. Past performance of investments is no guarantee of future results. Additional risks involved in the securities recommended by Resolute Capital include, among others: 10  Resolute Capital Disclosure Brochure • Stock market risk, which is the chance that stock prices overall will decline. The market value of equity securities will generally fluctuate with market conditions. Stock markets tend to move in cycles, with periods of rising prices and periods of falling prices. Prices of equity securities tend to fluctuate over the short term as a result of factors affecting the individual companies, industries or the securities market as a whole. Equity securities generally have greater price volatility than fixed income securities. • • Sector risk, which is the chance that significant problems will affect a particular sector, or that returns from that sector will trail returns from the overall stock market. Daily fluctuations in specific market sectors are often more extreme than fluctuations in the overall market. Issuer risk, which is the risk that the value of a security will decline for reasons directly related to the issuer, such as management performance, financial leverage, and reduced demand for the issuer's goods or services. • Non-diversification risk, which is the risk of focusing investments in a small number of issuers, industries or foreign currencies, including being more susceptible to risks associated with a single economic, political or regulatory occurrence than a more diversified portfolio might be. • Value investing risk, which is the risk that value stocks not increase in price, not issue the anticipated stock dividends, or decline in price, either because the market fails to recognize the stock’s intrinsic value, or because the expected value was misgauged. If the market does not recognize that the securities are undervalued, the prices of those securities might not appreciate as anticipated. They also may decline in price even though in theory they are already undervalued. Value stocks are typically less volatile than growth stocks, but may lag behind growth stocks in an up market. • • Smaller company risk, which is the risk that the value of securities issued by a smaller company will go up or down, sometimes rapidly and unpredictably as compared to more widely held securities. Investments in smaller companies are subject to greater levels of credit, market and issuer risk. Interest rate risk, which is the chance that prices of fixed income securities decline because of rising interest rates. Similarly, the income from fixed income securities may decline because of falling interest rates. • Credit risk, which is the chance that an issuer of a fixed income security will fail to pay interest and principal in a timely manner, or that negative perceptions of the issuer’s ability to make such payments will cause the price of that fixed income security to decline. • Exchange Traded Fund (ETF) risk, which is the risk of an investment in an ETF, including the possible loss of principal. ETFs typically trade on a securities exchange and the prices of their shares fluctuate throughout the day based on supply and demand, which may not correlate to their net asset values. Although ETF shares will be listed on an exchange, there can be no guarantee that an active trading market will develop or continue. Owning an ETF generally reflects the risks of owning the underlying securities it is designed to track. ETFs are also subject to secondary market trading risks. In addition, an ETF may not replicate exactly the performance of the index it seeks to track for a number of reasons, including transaction costs incurred by the ETF, the temporary unavailability of certain securities in the secondary market, or discrepancies between the ETF and the index with respect to weighting of securities or number of securities held. • Management risk, which is the risk that the investment techniques and risk analyses applied by Resolute Capital may not produce the desired results and that legislative, regulatory, or tax 11  Resolute Capital Disclosure Brochure • developments, affect the investment techniques available to Resolute Capital. There is no guarantee that a client’s investment objectives will be achieved. Investment Companies (“Mutual Funds”) risk, when an investor invests in mutual funds, the investor will bear additional expenses based on his/her pro rata share of the mutual fund’s operating expenses, including the management fees. The risk of owning a mutual fund generally reflects the risks of owning the underlying investments the mutual fund holds. • Cybersecurity risk, which is the risk related to unauthorized access to the systems and networks of Resolute Capital and its service providers. The computer systems, networks and devices used by Resolute Capital and service providers to us and our clients to carry out routine business operations employ a variety of protections designed to prevent damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches. Despite the various protections utilized, systems, networks or devices potentially can be breached. A client could be negatively impacted as a result of a cybersecurity breach. Cybersecurity breaches can include unauthorized access to systems, networks or devices; infection from computer viruses or other malicious software code; and attacks that shut down, disable, slow or otherwise disrupt operations, business processes or website access or functionality. Cybersecurity breaches cause disruptions and impact business operations, potentially resulting in financial losses to a client; impediments to trading; the inability by us and other service providers to transact business; violations of applicable privacy and other laws; regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or other compliance costs; as well as the inadvertent release of confidential information. Similar adverse consequences could result from cybersecurity breaches affecting issues of securities in which a client invests; governmental and other regulatory authorities; exchange and other financial market operators, banks, brokers, dealers and other financial institutions; and other parties. In addition, substantial costs may be incurred by those entities in order to prevent any cybersecurity breaches in the future. Clients are advised that they should only commit assets for management that can be invested for the long term, that volatility from investing can occur, and that all investing is subject to risk. Resolute Capital does not guarantee the future performance of a client’s portfolio, as investing in securities involves the risk of loss that clients should be prepared to bear. Past performance of a security or a fund is not necessarily indicative of future performance or risk of loss. Item 9 – Disciplinary Information Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to a client’s evaluation of the adviser and the integrity of the adviser’s management. In 2024, Matt Dixon was named in a civil action by a former client involving allegations related to his previous firm’s insurance advisory services. The dispute was resolved in 2025 through a settlement and this matter has been fully resolved and closed. Item 10 – Other Financial Industry Activities and Affiliations Insurance Agent Activities As mentioned above in Item 5, Matthew Dixon is a licensed insurance agent and the owner of MBD Services, LLC, a licensed insurance agency. In addition, other financial professionals of Resolute Capital are licensed insurance agents. Mr. Dixon and other financial professionals of Resolute Capital earn 12  Resolute Capital Disclosure Brochure commission-based compensation for selling insurance products to clients. Insurance commissions earned by Matthew Dixon and the other financial professionals of Resolute Capital as insurance professionals are separate from and in addition to Resolute Capital’s portfolio management services fee. This practice presents a conflict of interest as an advisory person who is an insurance professional has an incentive to recommend insurance products for the purpose of generating commissions rather than solely based on client needs. Resolute Capital addresses this conflict through disclosure and strives to make recommendations which are in the best interests of its clients. Clients are under no obligation to purchase insurance products through any person or insurance agency affiliated with Resolute Capital. Resolute Capital clients should understand that lower fees and/or commissions for comparable services may be available from other insurance providers. Item 11 – Code of Ethics, Participation or Interest in Client Transactions A. Description of Code of Ethics Resolute Capital has a Code of Ethics (the “Code”) which requires Resolute Capital’s employees (“supervised persons”) to comply with their legal obligations and fulfill the fiduciary duties owed to the Firm’s clients. Among other things, the Code of Ethics sets forth policies and procedures related to conflicts of interest, outside business activities, gifts and entertainment, compliance with insider trading laws and policies and procedures governing personal securities trading by supervised persons. Personal securities transactions of supervised persons present potential conflicts of interest with the price obtained in client securities transactions or the investment opportunity available to clients. The Code addresses these potential conflicts by prohibiting securities trades that would breach a fiduciary duty to a client and requiring, with certain exceptions, supervised persons to report their personal securities holdings and transactions to Resolute Capital for review by the Firm’s Chief Compliance Officer. The Code also requires supervised persons to obtain pre-approval of certain investments, including initial public offerings and limited offerings. Resolute Capital will provide a copy of the Code of Ethics to any client or prospective client upon request. Item 12 – Brokerage Practices A. Factors Used to Select Custodians and/or Broker-Dealers Resolute Capital generally recommends that its investment management clients utilize the custody and brokerage services of an unaffiliated broker/dealer custodians (a “BD/Custodian”) with which Resolute Capital has an institutional relationship. Currently, this includes Charles Schwab & Co., Inc. (“Schwab”), which is a “qualified custodian” as that term is described in Rule 206(4)-2 of the Advisers Act. Each BD/Custodian provides custody of securities, trade execution, and clearance and settlement of transactions placed on behalf of clients by Resolute Capital. If your accounts are custodied at Schwab, Schwab will hold your assets in a brokerage account and buy and sell securities when we instruct them to. Clients will pay fees to Schwab for custody and the execution of securities transactions in their accounts. 13  Resolute Capital Disclosure Brochure In making BD/Custodian recommendations, Resolute Capital will consider a number of judgmental factors, including, without limitation: 1) clearance and settlement capabilities; 2) quality of confirmations and account statements; 3) the ability of the BD/Custodian to settle the trade promptly and accurately; 4) the financial standing, reputation and integrity of the BD/Custodian; 5) the BD/Custodian’s access to markets, research capabilities, market knowledge, and any “value added” characteristics; 6) Resolute Capital’s past experience with the BD/Custodian; and 7) Resolute Capital’s past experience with similar trades. Recognizing the value of these factors, clients may pay a brokerage commission in excess of that which another broker might have charged for effecting the same transaction. In exchange for using the services of Schwab, Resolute Capital may receive, without cost, computer software and related systems support that allows Resolute Capital to monitor and service its clients’ accounts maintained with Schwab. Schwab also makes available to the Firm products and services that benefit the Firm but may not directly benefit the client or the client’s account. These products and services assist Resolute Capital in managing and administering client accounts. They include investment research, both Schwab’s own and that of third parties. Resolute Capital may use this research to service all or some substantial number of client accounts, including accounts not maintained at Schwab. In addition to investment research, Schwab also makes available software and other technology that: • provide access to client account data (such as duplicate trade confirmations and account statements); facilitate trade execution and allocate aggregated trade orders for multiple client accounts; facilitate payment of our fees from our clients’ accounts; and assist with back-office functions, recordkeeping, and client reporting. • • provide pricing and other market data; • • Schwab also offers other services intended to help us manage and further develop our business enterprise. These services include: educational conferences and events; technology, compliance, legal, and business consulting; access to employee benefits providers, human capital consultants, and insurance providers. • • • publications and conferences on practice management and business succession; and • Schwab may provide some of these services itself. In other cases, it will arrange for third-party vendors to provide the services to the Firm. Schwab may also discount or waive its fees for some of these services or pay all or a part of a third party’s fees. Schwab may also provide the Firm with other benefits such as occasional business entertainment of Firm personnel. The benefits received by Resolute Capital through its participation in the Schwab custodial platform do not depend on the amount of brokerage transactions directed to Schwab. In addition, there is no corresponding commitment made by Resolute Capital to Schwab to invest any specific amount or percentage of client assets in any specific mutual funds, securities or other investment products as a result of participation in the program. While as a fiduciary, we endeavor to act in our clients’ best interests, our recommendation that clients maintain their assets in accounts at Schwab will be based in part on the benefit to Resolute Capital 14  Resolute Capital Disclosure Brochure of the availability of some of the foregoing products and services and not solely on the nature, cost or quality of custody and brokerage services provided by Schwab. The receipt of these benefits creates a potential conflict of interest and may indirectly influence Resolute Capital’s choice of Schwab for custody and brokerage services. Resolute Capital will periodically review its arrangements with the BD/Custodians and other broker-dealers against other possible arrangements in the marketplace as it strives to achieve best execution on behalf of its clients. In seeking best execution, the determinative factor is not the lowest possible cost, but whether the transaction represents the best qualitative execution, taking into consideration the full range of a broker- dealer’s services, including, but not limited to, the following: • • • • • a broker-dealer’s trading expertise, including its ability to complete trades, execute and settle difficult trades, obtain liquidity to minimize market impact and accommodate unusual market conditions, maintain anonymity, and account for its trade errors and correct them in a satisfactory manner; a broker-dealer’s infrastructure, including order-entry systems, adequate lines of communication, timely order execution reports, an efficient and accurate clearance and settlement process, and capacity to accommodate unusual trading volume; a broker-dealer’s ability to minimize total trading costs while maintaining its financial health, such as whether a broker-dealer can maintain and commit adequate capital when necessary to complete trades, respond during volatile market periods, and minimize the number of incomplete trades; a broker-dealer’s ability to provide research and execution services, including advice as to the value or advisability of investing in or selling securities, analyses and reports concerning such matters as companies, industries, economic trends and political factors, or services incidental to executing securities trades, including clearance, settlement and custody; and a broker-dealer’s ability to provide services to accommodate special transaction needs, such as the broker-dealer’s ability to execute and account for client-directed arrangements and soft dollar arrangements, participate in underwriting syndicates, and obtain initial public offering shares. Resolute Capital’s clients may utilize qualified custodians other than Schwab for certain accounts and assets, particularly where clients have a previous relationship with such qualified custodians. Brokerage for Client Referrals Resolute Capital does not select or recommend BD/Custodians based solely on whether or not it may receive client referrals from a BD/Custodian or third party. Client Directed Brokerage Clients engage Resolute Capital to provide portfolio management services on a discretionary basis, Resolute Capital has full discretion with respect to securities transactions placed in the accounts. This discretion includes the authority, without prior notice to the client, to buy and sell securities for the client’s account and establish and affect securities transactions through the BD/Custodian of the client’s account or 15  Resolute Capital Disclosure Brochure other broker-dealers selected by Resolute Capital. In selecting a broker-dealer to execute a client’s securities transactions, Resolute Capital seeks prompt execution of orders at favorable prices. Resolute Capital does not accept instructions from clients to direct some or all of his/her brokerage transactions to a specific broker-dealer. Trade Errors Resolute Capital’s goal is to execute trades seamlessly and in the best interests of the client. In the event a trade error occurs, Resolute Capital endeavors to identify the error in a timely manner, correct the error so that the client’s account is in the position it would have been had the error not occurred, and, after evaluating the error, assess what action(s) might be necessary to prevent a recurrence of similar errors in the future. Trade errors generally are corrected through the use of a “trade error” account or similar account at the BD/Custodian. Resolute Capital works directly with the BD/Custodian to take corrective action. In all cases, Resolute Capital will take the appropriate measures to return the client’s account to its intended position. B. Trade Aggregation To the extent that the Firm determines to aggregate client orders for the purchase or sale of securities, including securities in which the Firm’s supervised persons may invest, the Firm will generally do so in a fair equitable manner in accordance with applicable rules promulgated under the Advisers Act and guidance provided by the staff of the SEC and consistent with policies and procedures established by the Firm. Item 13 – Review of Accounts A. Periodic Reviews Portfolio Management Services and Sub-Advisory Services Account Reviews All client accounts for Resolute Capital’s portfolio management services are reviewed at least quarterly by advisory personnel with regard to clients’ respective goals and risk profile. When providing investment advisory services through sub-advisory relationships, accounts are reviewed at least quarterly by advisory personnel with regard to the instructions of the other investment advisory firm. Financial Planning Services Account Reviews Upon completion of the initial financial plan, ongoing annual review services are established, if provided for in the client agreement. Generally, we meet with our financial planning clients on an annual basis; however, more frequent reviews are not uncommon. The nature of the annual review is to evaluate the client’s progress from the previous year based on their goals and objectives. Resolute Capital will collaborate with the client to update their financial information (i.e. insurance, investments, assets, income and expenses) and craft their yearly financial planning reports. Financial planning reports are written and may consist of a net worth statement, cash flow statement, estimated tax projections, education analysis, retirement analysis, insurance needs analysis, estate tax calculation, and an investment analysis. Reviews are conducted by advisory personnel of Resolute Capital. In addition, Resolute Capital provides financial planning services that are completed upon the delivery of the financial plan to the client. In such situations, Resolute Capital does not provide any ongoing reviews of the client’s financial plan. 16  Resolute Capital Disclosure Brochure B. Other Reviews and Triggering Factors In addition to the periodic reviews described above, reviews may be triggered by changes in an account holder’s personal, tax or financial status. Other events that may trigger a review of an account are material changes in market conditions as well as macroeconomic and company- specific events. Clients are encouraged to notify Resolute Capital of any changes in his/her personal financial situation that might affect his/her investment needs, objectives, or time horizon. C. Regular Reports Written brokerage statements are generated no less than quarterly and are sent directly from the qualified custodian. These reports list the account positions, activity in the account over the covered period, and other related information. Clients are also sent confirmations following each brokerage account transaction unless confirmations have been waived. Resolute Capital may also determine to provide account statements and other reporting to clients on a periodic basis. Clients are urged to carefully review all custodial account statements and compare them to any statements and reports provided by Resolute Capital. Resolute Capital statements and reports may vary from custodial statements based on accounting procedures, reporting dates, or valuation methodologies of certain securities. Item 14 – Client Referrals and Other Compensation A. Economic Benefits Provided by Third Parties for Advice Rendered to Clients Resolute Capital does not receive benefits from third parties for providing investment advice to clients. B. Compensation to Non-Supervised Persons for Client Referrals Resolute Capital does not enter into agreements with individuals or organizations for the referral of clients. Item 15 – Custody Pursuant to Rule 206(4)-2 of the Advisers Act, Resolute Capital is deemed to have custody of certain client funds because the Firm has the authority and ability to debit its fees directly from clients’ accounts. To mitigate any potential conflicts of interests, all Resolute Capital client account assets will be maintained with an independent qualified custodian. Resolute Capital currently recommends that its investment management clients use Schwab for custodial services. In addition, pursuant to that Rule, Resolute Capital is deemed to have custody of certain client funds in those situations where a client provides Resolute Capital with authority pursuant to a third party standing letter of authorization (“SLOA”). Any SLOA is implemented pursuant to the instruction of the client, the procedures of the independent qualified custodian and applicable regulatory requirements. 17  Resolute Capital Disclosure Brochure The BD/Custodian recommended by Resolute Capital has agreed to send a statement to the client, at least quarterly, indicating all amounts disbursed from the account including the amount of management fees paid directly to Resolute Capital. Resolute Capital encourages clients to review the official statements provided by the custodian, and to compare such statements with any reports or other statements received from Resolute Capital. For more information about custodians and brokerage practices, see “Item 12 - Brokerage Practices.” Item 16 – Investment Discretion Clients have the option of providing Resolute Capital with investment discretion on their behalf, pursuant to a grant of a limited power of attorney contained in Resolute Capital’s client agreement. By granting Resolute Capital investment discretion, a client authorizes Resolute Capital to direct securities transactions and determine which securities are bought and sold, the total amount to be bought and sold, and the costs at which the transactions will be effected. Clients may impose reasonable limitations in the form of specific constraints on any of these areas of discretion with the consent and written acknowledgement of Resolute Capital if Resolute Capital determines, in its sole discretion, that the conditions would not materially impact the performance of a management strategy or prove overly burdensome for Resolute Capital. See also Item 4(C), Client-Tailored Advisory Services. Item 17 – Voting Client Securities Resolute Capital does not accept the authority to and does not vote proxies on behalf of clients. Clients retain the responsibility for receiving and voting proxies for all and any securities maintained in client portfolios. Item 18 – Financial Information Resolute Capital is not required to disclose any financial information pursuant to this item due to the following: a) Resolute Capital does not require or solicit the prepayment of more than $1,200 in fees six months or more in advance of rendering services; b) Resolute Capital is unaware of any financial condition that is reasonably likely to impair its ability to meet its contractual commitments relating to its discretionary authority over certain client accounts; and c) Resolute Capital has never been the subject of a bankruptcy petition. 18