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RESOLUTE WEALTH STRATEGIES, LLC
FORM ADV PART 2A
BROCHURE
Item 1 – Cover Page
4400 Old Canton Rd., Suite 210
Jackson, Mississippi 39211
(601) 952-8850
This brochure provides information about the qualifications and business practices of Resolute Wealth
Strategies, LLC. If you have any questions regarding the contents of this brochure, please do not hesitate
to contact our Chief Compliance Officer, Andy Warning, by telephone at (513) 832-5463 or by email at
andy.warning@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.
Resolute Wealth Strategies, 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. Additional information about Resolute Wealth Strategies, LLC is available on the SEC’s
website at www.adviserinfo.sec.gov.
April 22, 2025
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Disclosure Brochure
Item 2 – Material Changes
Form ADV Part 2A requires registered investment advisers to amend their brochure when information
becomes materially inaccurate. If there are any material changes to an adviser’s disclosure brochure, the
adviser is required to notify you and provide you with a description of the material changes.
Per this annual ADV amendment dated March 11, 2025, there are no material changes to report.
Please see the below referenced other than annual amendment update to this ADV Brochure dated April
22, 2025:
Item 5 Fees for Investment Management Services: Fee billing methodology has been changed from average
daily balance to the aggregate portfolio value as of the last day of the quarter. Please see this item for
details.
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Item 3 - Table of Contents
Item 1 – Cover Page ...................................................................................................................................... 1
Item 2 – Material Changes ............................................................................................................................ 2
Item 3 - Table of Contents ............................................................................................................................ 3
Item 4 - Advisory Business ........................................................................................................................... 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 .............................................................................................................. 6
Item 5 - Fees and Compensation ................................................................................................................... 6
A. Financial Planning and Investment Management Services .............................................................. 7
B. Payment of Fees ............................................................................................................................... 8
C. Clients Responsible for Fees Charged by Financial Institutions ..................................................... 8
D. Prepayment of Fees .......................................................................................................................... 8
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 .............................................................................................................. 14
Item 10 – Other Financial Industry Activities and Affiliations .................................................................. 14
Item 11 – Code of Ethics, Participation or Interest in Client Transactions ................................................. 14
A. Description of Code of Ethics ........................................................................................................ 14
Item 12 – Brokerage Practices .................................................................................................................... 15
A. Factors Used to Select Custodians and/or Broker-Dealers ............................................................ 15
B. Trade Aggregation ......................................................................................................................... 18
Item 13 – Review of Accounts .................................................................................................................... 18
A. Periodic Review ............................................................................................................................. 18
B. Other Reviews and Triggering Factors .......................................................................................... 19
C. Regular Reports ............................................................................................................................. 19
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Item 14 – Client Referrals and Other Compensation .................................................................................. 19
A. Economic Benefits Provided by Third Parties for Advice Rendered to Clients ............................ 19
B. Compensation to Non-Supervised Persons for Client Referrals .................................................... 19
Item 15 – Custody ....................................................................................................................................... 20
Item 16 – Investment Discretion ................................................................................................................. 20
Item 17 – Voting Client Securities .............................................................................................................. 20
Item 18 – Financial Information ................................................................................................................. 20
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Item 4 - Advisory Business
A. Description of the Advisory Firm
Resolute Wealth Strategies, LLC (“RWS” or the “Firm”) is a limited liability company organized in the
State of Mississippi. RWS is an investment advisory firm registered with the United States Securities and
Exchange Commission (“SEC”). RWS is owned by Phillip Burnett Jr., Charles Warwick Alley and Michael
Puckett.
B. Types of Advisory Services
RWS provides personalized financial planning and discretionary and non-discretionary investment advisory
services to individuals, including high net worth individuals, and entities, including, but not limited to,
family offices, trusts, estates, private foundations, and qualified retirement plans.
Financial Planning and Consulting Services
RWS offers personal comprehensive financial planning services to set forth goals, objectives and
implementation strategies for the client over the long-term. Depending upon individual client requirements,
the comprehensive financial plan will include recommendations for retirement planning, educational
planning, estate planning, cash flow planning, tax planning and insurance needs and analysis. RWS prepares
and provides the financial planning client with a written comprehensive financial plan and performs
quarterly, semi-annual or annual reviews of the plan with the client, dependent on the client’s needs in
accordance with the financial planning agreement. 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 RWS implement those recommendations or utilize the
services of any investment adviser or broker-dealer of their choice.
RWS cannot provide any guarantees or promises that a client’s financial goals and objectives will be met.
Investment Management Services
RWS offers investment management services on a discretionary basis and non-discretionary basis. All
investment advice provided is customized to each client’s investment objectives and financial needs. The
information provided by the client, together with any other information relating to the client’s overall
financial circumstances, will be used by RWS to determine the appropriate portfolio asset allocation and
investment strategy for the client. Financial planning services may also are provided, depending on the
needs of the client.
The securities utilized by RWS for investment in client accounts mainly consist of equity securities and
exchange traded funds (ETFs), but we will also invest in mutual funds, corporate bonds, REITS, variable
annuities, private funds/alternative investments and structured products, among others, if we determine
such investments fit within a client’s objectives and are in the best interest of our clients.
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Investment Management Services to Retirement Plans
RWS offers discretionary and non-discretionary advisory services to qualified plans, including 401k plans.
These services include, depending upon the needs of the plan client, recommending, or for discretionary
clients selecting, investment options for plans to offer to participants, ongoing monitoring of a plan’s
investment options, assisting plan fiduciaries in creating and/or updating the plan’s written investment
policy statements, working with plan service providers, and providing general investment education to plan
participants.
Note for IRA and Retirement Plan Clients: When RWS provides investment advice to you regarding
your retirement plan account or individual retirement account, RWS 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 RWS makes money creates some conflicts with
your interests, so RWS operates under a special rule that requires RWS to act in your best interest and not
put RWS’ interest ahead of yours.
C. Client-Tailored Advisory Services
Clients may impose reasonable restrictions on the management of their accounts if RWS determines, in its
sole discretion, that the conditions would not materially impact the performance of a management strategy
or prove overly burdensome for RWS’s management efforts.
D.
Information Received From Clients
RWS will not assume any responsibility for the accuracy or the information provided by clients. RWS is
not obligated to verify any information received from a client or other professionals (e.g., attorney,
accountant) designated by a client, and RWS is expressly authorized by the client to rely on such
information provided. Under all circumstances, clients are responsible for promptly notifying RWS 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 December 31, 2024, RWS maintains discretionary assets under management of $316,112,978.
Item 5 - Fees and Compensation
RWS charges fees based on a percentage of assets under management as well as fixed fees, depending on
the particular types of services to be provided. The specific fees charged by RWS for services provided will
be set forth in each client’s Agreement.
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A. Financial Planning and Investment Management Services
Fees for Financial Planning and Consulting Services
Clients that are receiving financial planning services only are charged a one time fixed fee ranging from
$1,000 to $15,000, depending on the complexity of a client’s plan and services provided. The fee for
financial planning services will be billed in accordance with the agreement with the client, and may be
billed in periodic installments until final delivery of the financial plan or otherwise fully payable upon
delivery of the 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. Please refer to “Additional
Information Regarding Fees” below for more detailed information regarding fees paid by RWS clients.
Fees for Investment Management Services
RWS charges an annual advisory fee that is agreed upon with each client and set forth in an agreement
executed by RWS and the client. If fixed, the advisory fee will be specified on the fee schedule as set forth
in the agreement executed by RWS and the client. If based on a percentage of the aggregate portfolio value
of assets under management, the fee is charged quarterly in advance based upon the market value of the
assets being managed as of the last day of the previous quarter. Fees are prorated for partial quarters. Fees
are adjusted in the following quarter for any additions or withdrawals of capital intra-quarter. In the event
the advisory agreement is terminated, the fee for the final billing period is prorated for the number of days
for which services are rendered through the effective date of the termination, and the unearned portion of
the fee is refunded to the Client, as appropriate.
Following is RWS’s asset based fee schedule for Investment Management Services:
FEE SCHEDULE
Market Value of Assets
Rate
First $500,000
1.1%
Next $500,000
1.0%
Next $1,000,000
.85%
Above $2,000,000
.75%
The percentage fee shown for each range of the managed asset value
will apply only to assets within that range.
Notwithstanding the foregoing, RWS and the client may choose to negotiate an annual advisory fee that
varies from the schedule set forth above. Factors upon which a different annual 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. 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 advisory fee may include the
financial planning services described above. Although RWS believes that its fees are competitive, clients
should understand that lower fees for comparable services may be available from other sources and firms.
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The investment advisory agreement between RWS and the client may be terminated at will by either RWS
or the client upon written notice. RWS does not impose termination fees when the client terminates the
investment advisory relationship, except when agreed upon in advance.
B. Payment of Fees
RWS generally deducts its advisory fee from a client’s investment account(s) held at his/her custodian.
Upon engaging RWS to manage such account(s), a client grants RWS 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. See Section A herewith for further information on fee billing. A client may utilize the
same procedure for financial planning or consulting 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, RWS 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 RWS.
Clients may make additions to and withdrawals from their account at any time, subject to RWS’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 RWS, 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. RWS 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 RWS’s management of an account, a client will incur fees and/or expenses separate
from and in addition to RWS’s advisory fee. These additional fees may include transaction charges and the
fees/expenses charged by any custodian, subadvisor, mutual fund, ETF, separate account manager (and the
manager’s platform manager, if any), limited partnership, or other advisor, transfer taxes, odd lot
differentials, exchange fees, interest charges, ADR processing fees, and any charges, taxes or other fees
mandated by any federal, state or other applicable law, retirement plan account fees (where applicable),
margin interest, brokerage commissions, mark-ups or mark-downs and other transaction-related costs,
electronic fund and wire fees, and any other fees that reasonably may be borne by a brokerage account.
D. Prepayment of Fees
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As noted in Item 5(B) above, RWS’s advisory fees generally are paid in advance. Upon the termination of
a client’s advisory relationship, RWS will issue a refund equal to any unearned management fee for the
remainder of the quarter. 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
RWS 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.
Item 6 - Performance-Based Fees and Side-by-Side Management
RWS 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 a 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. RWS’s fees
are calculated as described in Item 5 above.
Item 7 - Types of Clients
RWS offers investment advisory services to individuals, including high net worth individuals, families,
family offices, trusts, businesses, charitable foundations, and retirement/profit-sharing plans. RWS does
not impose a minimum portfolio size or a minimum initial investment to open an account. However, RWS
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 RWS’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 complete
picture of their financial situation. To aid in this understanding, RWS offers clients financial planning that
is highly customized and tailored. This comprehensive approach is integral to the way that RWS does
business. Once RWS has a true understanding of its clients’ needs and goals, the investment process can
begin, and the Firm can recommend strategies and investments that it believes are aligned with the client’s
goals and risk profile.
RWS primarily employs fundamental and technical analysis methods in developing investment strategies
for its clients. Research and analysis from RWS is based on numerous sources, including third-party
research materials and publicly-available materials, such as company annual reports, prospectuses, and
press releases.
RWS 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.
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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 RWS’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. RWS’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 RWS include, among others:
• 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.
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• 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.
•
• Foreign (non-U.S.) investment risk, which is the risk that investing in foreign securities result
in the portfolio experiencing more rapid and extreme changes in value than a portfolio that
invests exclusively in securities of U.S. companies. Risks associated with investing in foreign
securities include fluctuations in the exchange rates of foreign currencies that may affect the
U.S. dollar value of a security, the possibility of substantial price volatility as a result of political
and economic instability in the foreign country, less public information about issuers of
securities, different securities regulation, different accounting, auditing and financial reporting
standards and less liquidity than in the U.S. markets.
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
RWS may not produce the desired results and that legislative, regulatory, or tax developments,
affect the investment techniques available to RWS. There is no guarantee that a client’s
investment objectives will be achieved.
• Real Estate risk, which is the risk that an investor’s investments in Real Estate Investment Trusts
(“REITs”) or real estate-linked derivative instruments will subject the investor to risks similar to
those associated with direct ownership of real estate, including losses from casualty or
condemnation, and changes in local and general economic conditions, supply and demand, interest
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•
rates, zoning laws, regulatory limitations on rents, property taxes and operating expenses. An
investment in REITs or real estate-linked derivative instruments subject the investor to
management and tax risks.
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.
• Commodity risk, generally commodity prices fluctuate for many reasons, including changes in
market and economic conditions or political circumstances (especially of key energy-producing
and consuming countries), the impact of weather on demand, levels of domestic production and
imported commodities, energy conservation, domestic and foreign governmental regulation
(agricultural, trade, fiscal, monetary and exchange control), international politics, policies of
OPEC, taxation and the availability of local, intrastate and interstate transportation systems and
the emotions of the marketplace. The risk of loss in trading commodities can be substantial.
Cybersecurity risk, which is the risk related to unauthorized access to the systems and networks of
RWS and its service providers. The computer systems, networks and devices used by RWS 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.
Alternative Investments / Private Funds risk, investing in alternative investments is speculative,
not suitable for all clients, and intended for experienced and sophisticated investors who are willing
to bear the high economic risks of the investment, which can include:
loss of all or a substantial portion of the investment due to leveraging, short-selling or other
speculative investment practices;
lack of liquidity in that there may be no secondary market for the investment and none
expected to develop;
volatility of returns;
restrictions on transferring interests in the investment;
potential lack of diversification and resulting higher risk due to concentration of trading
authority when a single adviser is utilized;
absence of information regarding valuations and pricing;
delays in tax reporting;
less regulation and higher fees than mutual funds;
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risks associated with the operations, personnel, and processes of the manager of the funds
investing in alternative investments.
Closed-End Funds risk, Closed-end funds typically use a high degree of leverage. They may be
diversified or non-diversified. Risk associated with closed-end funds investments include liquidity
risk, credit risk, volatility and the risk of magnified losses resulting from the use of leverage.
Additionall, closed-end funds may trade below their net asset value.
Structured Notes Risk -
Complexity. Structured notes are complex financial instruments. Clients should understand
the reference asset(s) or index(es) and determine how the note’s payoff structure incorporates
such reference asset(s) or index(es) in calculating the note’s performance. This payoff
calculation may include leverage multiplied on the performance of the reference asset or index,
protection from losses should the reference asset or index produce negative returns, and fees.
Structured notes may have complicated payoff structures that can make it difficult for clients
to accurately assess their value, risk and potential for growth through the term of the structured
note. Determining the performance of each note can be complex and this calculation can vary
significantly from note to note depending on the structure. Notes can be structured in a wide
variety of ways. Payoff structures can be leveraged, inverse, or inverse-leveraged, which may
result in larger returns or losses. Clients should carefully read the prospectus for a structured
note to fully understand how the payoff on a note will be calculated and discuss these issues
with RWS.
Market risk. Some structured notes provide for the repayment of principal at maturity, which
is often referred to as “principal protection.” This principal protection is subject to the credit
risk of the issuing financial institution. Many structured notes do not offer this feature. For
structured notes that do not offer principal protection, the performance of the linked asset or
index may cause clients to lose some, or all, of their principal. Depending on the nature of the
linked asset or index, the market risk of the structured note may include changes in equity or
commodity prices, changes in interest rates or foreign exchange rates, and/or market volatility.
Issuance price and note value. The price of a structured note at issuance will likely be higher
than the fair value of the structured note on the date of issuance. Issuers now generally disclose
an estimated value of the structured note on the cover page of the offering prospectus, allowing
investors to gauge the difference between the issuer’s estimated value of the note and the
issuance price. The estimated value of the notes is likely lower than the issuance price of the
note to investors because issuers include the costs for selling, structuring and/or hedging the
exposure on the note in the initial price of their notes. After issuance, structured notes may not
be re-sold on a daily basis and thus may be difficult to value given their complexity.
Liquidity. The ability to trade or sell structured notes in a secondary market is often very
limited, as structured notes (other than exchange-traded notes known as ETNs) are not listed
for trading on securities exchanges. As a result, the only potential buyer for a structured note
may be the issuing financial institution’s broker-dealer affiliate or the broker-dealer distributor
of the structured note. In addition, issuers often specifically disclaim their intention to
repurchase or make markets in the notes they issue. Clients should, therefore, be prepared to
hold a structured note to its maturity date, or risk selling the note at a discount to its value at
the time of sale.
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Credit risk. Structured notes are unsecured debt obligations of the issuer, meaning that the
issuer is obligated to make payments on the notes as promised. These promises, including any
principal protection, are only as good as the financial health of the structured note issuer. If
the structured note issuer defaults on these obligations, investors may lose some, or all, of the
principal amount they invested in the structured notes as well as any other payments that may
be due on the structured notes.
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. RWS 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 of 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. RWS has no information applicable to this Item.
Item 10 – Other Financial Industry Activities and Affiliations
Neither RWS nor any of its management persons are registered as broker-dealers, or otherwise have any
application to register with the SEC as a broker-dealer or registered representative of a broker-dealer,
respectively. In addition, neither RWS nor any of its management persons are registered, or have an
application pending to register, as a futures commission merchant, commodity pool operator, a commodity
trading advisor, or an associated person of any of the foregoing entities.
Item 11 – Code of Ethics, Participation or Interest in Client Transactions
A. Description of Code of Ethics
RWS has a Code of Ethics (the “Code”) which requires RWS’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 RWS 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.
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RWS 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
RWS generally recommends that its investment management clients utilize the custody and brokerage
services of an unaffiliated broker/dealer custodians (a “BD/Custodian”) with which RWS has an
institutional relationship. Currently, this includes Fidelity Brokerage Services, LLC (“Fidelity”), 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 RWS. If your accounts are custodied at Fidelity, Fidelity will hold your assets in a
brokerage account and buy and sell securities when we instruct them to. Clients will pay fees to Fidelity
for custody and the execution of securities transactions in their accounts.
In making BD/Custodian recommendations, RWS 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) RWS’s past
experience with the BD/Custodian; and 7) RWS’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 Fidelity, RWS may receive, without cost, computer software and
related systems support that allows RWS to monitor and service its clients’ accounts maintained with
Fidelity. Fidelity 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 RWS in managing and
administering client accounts. They include investment research, both Fidelity’s own and that of third
parties. RWS may use this research to service all or some substantial number of client accounts, including
accounts not maintained at Fidelity. In addition to investment research, Fidelity 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;
provide pricing and other market data;
facilitate payment of our fees from our clients’ accounts; and
assist with back-office functions, recordkeeping, and client reporting.
Fidelity 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;
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publications and conferences on practice management and business succession; and
access to employee benefits providers, human capital consultants, and insurance providers.
Fidelity may provide some of these services itself. In other cases, it will arrange for third-party vendors to
provide the services to the Firm. Fidelity may also discount or waive its fees for some of these services or
pay all or a part of a third party’s fees. Fidelity may also provide the Firm with other benefits such as
occasional business entertainment of Firm personnel.
In addition, RWS receives from Fidelity support up to $75,000 to be used toward qualifying start-up and
transition expenses incurred by RWS in registering and launching the operations of RWS. This support is
available to RWS during the first 12 months from the start of RWS clients having assets custodied at
Fidelity. Furthermore, Fidelity has agreed to reimburse up to $85,000 in account termination fees charged
to RWS clients by the former custodian of the clients’ accounts. This reimbursement is also available
during this initial 12 month period.
The benefits received by RWS through its participation in the Fidelity custodial platform do not depend on
the amount of brokerage transactions directed to Fidelity. In addition, there is no corresponding
commitment made by RWS to Fidelity 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.
However, in providing the fee schedule, benefits and services Fidelity has made assumptions regarding the
expected RWS trading activity and asset levels of client accounts to be custodied at Fidelity. The
assumptions made by Fidelity are based upon information provided by RWS. While as a fiduciary, we
endeavor to act in our clients’ best interests, our recommendation that clients maintain their assets in
accounts at Fidelity will be based in part on the benefit to RWS 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 Fidelity. The receipt of these benefits creates a potential conflict of interest and may indirectly
influence RWS’s choice of Fidelity for custody and brokerage services.
RWS 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
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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.
RWS’s clients may utilize qualified custodians other than Fidelity for certain accounts and assets,
particularly where clients have a previous relationship with such qualified custodians.
Brokerage for Client Referrals
RWS 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
Generally, in the absence of specific instructions to the contrary, for brokerage accounts that clients engage
RWS to manage on a discretionary basis, RWS 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 other broker-dealers selected by RWS. In selecting a broker-dealer
to execute a client’s securities transactions, RWS seeks prompt execution of orders at favorable prices.
A client, however, may instruct RWS to custody his/her account at a specific broker-dealer and/or direct
some or all of his/her brokerage transactions to a specific broker-dealer. In directing brokerage transactions,
a client should consider whether the commission expenses, execution, clearance, settlement capabilities,
and custodian fees, if any, are comparable to those that would result if RWS exercised its discretion in
selecting the broker-dealer to execute the transactions. Directing brokerage to a particular broker-dealer
may involve the following disadvantages to a directed brokerage client:
RWS’s ability to negotiate commission rates and other terms on behalf of such clients could
be impaired;
Such clients could be denied the benefit of RWS’s experience in selecting broker-dealers
that are able to efficiently execute difficult trades;
Opportunities to obtain lower transaction costs and better prices by aggregating (batching)
the client’s orders with orders for other clients could be limited; and
The client could receive less favorable prices on securities transactions because RWS may
place transaction orders for directed brokerage clients after placing batched transaction
orders for other clients.
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In addition to accounts managed by RWS on a discretionary basis where the client has directed the
brokerage of his/her account(s), certain institutional accounts may be managed by RWS on a non-
discretionary basis and are held at custodians selected by the institutional client. The decision to use a
particular custodian and/or broker-dealer generally resides with the institutional client. RWS endeavors to
understand the trading and execution capabilities of any such custodian and/or broker-dealer, as well as its
costs and fees. RWS may assist the institutional client in facilitating trading and other instructions to the
custodian and/or broker-dealer in carrying out RWS’s investment recommendations.
Trade Errors
RWS’s goal is to execute trades seamlessly and in the best interests of the client. In the event a trade error
occurs, RWS 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 Fidelity,
or another BD, as the case may be. In the event an error is made in a client account custodied elsewhere,
RWS works directly with the broker in question to take corrective action. In all cases, RWS 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
Financial Planning and Consulting 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 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. RWS 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 an advisor of RWS
who is appropriately licensed to provide financial planning services.
Investment Management Account Reviews
While investment management accounts are monitored on an ongoing basis, RWS’s investment adviser
representatives seek to have at least one annual meeting with each client to conduct a formal review of the
clients’ accounts. Accounts are reviewed for consistency with the investment strategy and other parameters
set forth for the account and to determine if any adjustments need to be made.
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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 RWS 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.
RWS may also determine to provide account statements and other reporting to clients on a periodic basis.
RWS also provides account reports during client meetings.
Clients are urged to carefully review all custodial account statements and compare them to any statements
and reports provided by RWS. RWS 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
RWS does not receive benefits from third parties for providing investment advice to clients.
B. Compensation to Non-Supervised Persons for Client Referrals
RWS seeks to enter into agreements with individuals and organizations, some of whom may be affiliated
or unaffiliated with RWS for the referral of clients to us. All such agreements will be in writing and
comply with the applicable state and federal regulations. If a client is introduced to RWS by a solicitor,
RWS will pay that solicitor a fee in accordance with the applicable federal and state securities law
requirements. While the specific terms of each agreement may differ, generally, the compensation will be
based upon RWS’s engagement of new clients and the retention of those clients and would be calculated
using a varying percentage of the fees paid to RWS by such clients until the account is closed by written
authorization from the client. Any such fee shall be paid solely from RWS’s fees, and shall not result in
any additional charge to the client.
Each prospective client who is referred to RWS under such an arrangement will receive a copy of this
Brochure and a separate written disclosure document disclosing the nature of the relationship between the
third party solicitor and RWS and the compensation that will be paid by us to the third party. The solicitor
is required to obtain the client’s signature acknowledging receipt of this Brochure and the solicitor’s
written disclosure statement. In any case, applicable state laws may require these persons to become
licensed either as representatives of RWS or as an independent investment adviser. RWS will request that
our clients acknowledge this arrangement prior to acceptance of the clients’ account.
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Item 15 – Custody
All clients must utilize a “qualified custodian” as detailed in Item 12. Clients are required to engage the
custodian to retain their funds and securities and direct RWS to utilize the custodian for the client’s
securities transactions. RWS’s agreement with clients and/or the clients’ separate agreements with the
BD/Custodian may authorize RWS through such BD/Custodian to debit the clients’ accounts for the amount
of RWS’s fee and to directly remit that fee to RWS in accordance with applicable custody rules.
The BD/Custodian recommended by RWS 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 RWS. RWS encourages clients to review the official statements provided by the custodian, and to
compare such statements with any reports or other statements received from RWS. For more information
about custodians and brokerage practices, see “Item 12 - Brokerage Practices.”
Item 16 – Investment Discretion
Clients have the option of providing RWS with investment discretion on their behalf, pursuant to a grant of
a limited power of attorney contained in RWS’s client agreement. By granting RWS investment discretion,
a client authorizes RWS 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 RWS if RWS determines, in its sole discretion, that the
conditions would not materially impact the performance of a management strategy or prove overly
burdensome for RWS. See also Item 4(C), Client-Tailored Advisory Services.
Item 17 – Voting Client Securities
RWS 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
RWS is not required to disclose any financial information pursuant to this item due to the following:
a) RWS does not require or solicit the prepayment of more than $1,200 in fees six months or
more in advance of rendering services;
b) RWS 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) RWS has never been the subject of a bankruptcy petition.
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25249681.4
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