This document provides important information about your relationship with ReSolve Asset Management Inc. (“ReSolve”, the “Firm”, “we”, “our”, “us”) and the products and services that we offer. The topics discussed are those that we believe a reasonable investor would wish to know about before making an investment decision, or that we believe are necessary to disclose to ensure that you are adequately informed. These topics include a description of our business, the costs you are likely to incur, some specific investment risks to consider, certain types of reporting you should expect from us, and potential conflicts of interest that may arise between us, parties associated with us or our products and yourself.

Additional important information is contained in the Discretionary Investment Management Agreement, which is the agreement you enter into to obtain our services; in the offering and subscription documents for any investment funds you purchase; in any documents used to open an account for you; and in the periodic account reports that we provide to you.

If there is a significant change to the information contained in this document, we will provide you with an update as soon as possible.

About Us

ReSolve is incorporated under the laws of Canada and its head office is located at 401 Bay Street, 16^th Floor, Toronto, Ontario M5H 2Y4. ReSolve is majority owned by its senior employees. Additionally, ReSolve’s affiliate, ReSolve Asset Management SEZC (Cayman) (“ReSolve Cayman”), indirectly owns 45% of the voting shares of ReSolve. ReSolve Cayman was founded by the former founders of ReSolve, namely Michael Philbrick, Adam Butler and Rodrigo Gordillo. ReSolve Cayman is a Cayman-Islands based hedge fund manager that manages offshore funds, and that solicits offshore investors for investment in those funds. Conflicts of interest arising from this affiliation are discussed under the caption “Conflicts of Interest – Proprietary Products and Connected Issuers” below.

ReSolve manages investment portfolios on a discretionary basis for Canadian individual and institutional clients. Discretion in this context means that ReSolve can buy or sell securities in a client account without first obtaining approval for the transaction from the client. Portfolios managed in this way are called “Managed Accounts”. To offer Managed Accounts, ReSolve maintains registration as a portfolio manager in the provinces of Alberta, British Columbia, Newfoundland and Labrador, Ontario and Quebec; maintains registration as a derivatives portfolio manager in Quebec; and maintains a registration as commodity trading manager in Ontario. ReSolve Cayman does not provide discretionary investment services to Canadian individuals or to Canadian entities that are not investment funds.

ReSolve and ReSolve Cayman also provide discretionary investment services to investment funds organized, distributed and registered in one or more securities jurisdictions. To provide these services to investment funds subject to Canadian securities regulation, ReSolve relies on its registration as portfolio manager in the provinces described above. ReSolve Cayman relies on the exemption from registration available to international advisers of Canadian investment funds.

In those cases where ReSolve has responsibility for managing the overall business affairs of a Canadian investment fund, ReSolve relies on its registration as investment fund manager in the provinces of Newfoundland, Ontario and Quebec.

ReSolve Funds – definition

ReSolve Funds refers to any investment fund, in any jurisdiction of the world, that is advised, sub-advised or managed by ReSolve or By ReSolve Cayman; or to any investment fund, in any jurisdiction of the world, that is established or organized by ReSolve or ReSolve Cayman or for which ReSolve or ReSolve Cayman has responsibility for the fund’s overall business affairs. Investment funds with relationships to either, or both, of ReSolve or ReSolve Cayman are included in this definition because of the ownership relationship between ReSolve and ReSolve Cayman.

ReSolve Private Funds – definition

ReSolve Private Funds refers to any ReSolve Fund that is sold or distributed by offering memorandum to Canadian investors that qualify as “accredited investors” under securities laws or that otherwise qualify for an exemption from the prospectus requirement. The offering memoranda and subscription documents for the ReSolve Private Funds can be found on our website at www.investresolve.com and will be provided on request. Currently, the only ReSolve Private Fund available to Canadian clients or investors is the ReSolve All Terrain Fund.

ReSolve may distribute units of ReSolve Private Funds directly to the ultimate unitholder, without establishing an account managed by ReSolve on a discretionary basis, as described above. For these distributions, ReSolve relies on its registration as exempt market dealer in the provinces of Alberta, British Columbia, Newfoundland and Labrador, and Ontario.

The Firm’s principal Canadian regulator is the Ontario Securities Commission. ReSolve may apply to be registered in additional Canadian jurisdictions or additional Canadian registration categories as its business dictates.

In the United States, ReSolve is registered with the Securities and Exchange Commission as an Investment Adviser, and with the Commodity Futures Trading Commission as a Commodity Trading Advisor. This latter registration is administered through the National Futures Association.

Our Services – Managed Accounts

Clients wishing to establish a Managed Account with ReSolve must execute the ReSolve Discretionary Investment Management Agreement (the “Agreement”) and provide certain personal information to us so that we can understand your objectives and risk profile; assess the suitability of available investments; and meet regulatory and operational requirements such as tax reporting and statement delivery. We provide a written description of our investment program to you in the form of the ReSolve Investment Policy Statement (the “IPS). Managed accounts clients are also required to open one or more accounts with a custodian and to complete the documentation required by the custodian.

The Agreement establishes the terms of the discretionary authority that you grant to us to manage your account. By executing the Agreement, you grant ReSolve the full discretionary authority to purchase or sell securities for your Managed Account without first obtaining your express consent to do so. This discretionary authority extends to the purchase or sale of ReSolve Funds for your Managed Account. The Agreement also establishes the commercial terms of the services we offer to you, including the fees you will pay to us for our services and the terms on which the Agreement may be terminated.

Any investment decision we make for your Managed Account is subject to an assessment of suitability. Suitability is a term used to describe the appropriateness of a specific security or of an overall investment strategy for a specific client. Suitability assessments require an understanding of two things: an understanding of the client and an understanding of the security (or product or strategy). We base our understanding of you on the information we collect about you during the onboarding process and subsequently through periodic communication with you. We refer to this information as Know-Your-Client Information or “KYC”. We base our understanding of the securities and products we recommend to you, including ReSolve Funds, on analysis we conduct on the securities or products that we consider as part of our investment process. We refer to these analyses as Know-Your-Product Information or “KYP”. We document a formal description of our investment approach for you in the IPS. We review all of these materials – in particular, your KYC, suitability assessments, your IPS and any relevant KYP – when you inform us of any material change in your circumstances, and otherwise no less frequently than annually.

As a registrant under Canadian securities laws, ReSolve must deal fairly, honestly and in good faith with you. ReSolve is also required to devote such time and attention and exercise such degree of care, diligence and skill as a prudent and experienced investment adviser would exercise in comparable circumstances. Fees and Costs

To provide our Managed Accounts services, we charge a wealth management fee. The wealth management fee is based on an annual fee percentage which is agreed upon at account opening and which is documented in the Agreement. The wealth management fee is calculated monthly, by dividing the agreed-upon annual percentage fee by 12, and then by multiplying the result by the net asset value of your account on the last day of the month. The wealth management fee is subject to any taxes, including HST, that are applicable in your province of residency.

You will also pay fees to ReSolve or ReSolve Cayman if you hold units or shares of a ReSolve Fund in your account. All ReSolve Funds pay management fees to ReSolve or ReSolve Cayman or both. These management fees work the same way that the wealth management fee does: a predetermined annual fee percentage is applied against the net asset value of the fund, prorated for the calculation period. The management fee paid by a ReSolve Fund is disclosed in the prospectus or the offering memorandum, depending on the fund. Additionally, some classes of some ReSolve Funds also pay a performance fee to ReSolve or ReSolve Cayman. A performance fee is calculated as a percentage of positive returns over and above a high-water mark. A high-water mark is the highest value that the fund has ever reached. Further information about each fund’s performance fee, management and other costs and expenses can be found in each fund’s prospectus or offering memorandum, as applicable.

ReSolve absorbs all custody and transaction charges in connection with the operation of your Managed Account.   ReSolve does not receive, or expect to receive, benefits from any third-party in connection with your purchase or ownership of a security through us.

ReSolve will not impose any new operating charges in respect of your account or increase the amount of any existing operating charge unless written notice is provided to you at least 60 days before the date on which the imposition or increase becomes effective.

In general, any fees you pay to us, either directly through the Managed Account wealth management fee or indirectly though fees charged to the ReSolve Funds you hold, will reduce your investment returns. Additionally, ReSolve Funds pay expenses, such as legal and audit fees, to parties other than ReSolve or ReSolve Cayman and these expenses also reduce investment returns. The cumulative reduction in investment returns due to fees and expenses can be substantial over time because of compounding. When you see prices or values for ReSolve Funds or ReSolve Managed Accounts on your investment statement, these fees and expenses have already been deducted.

Account Statements and Other Reporting

Unless you request otherwise, we will provide account statements to you every three months, If you advise us that you prefer to receive the statements on a monthly basis, we will provide them monthly instead.

Account statements may be delivered to you in hard copy to your mailing address or may be delivered to you electronically. You may specifically request to receive statements in hard copy.

Among other information, the account statements will contain:

• information about each transaction conducted for you during the time period covered by the statement (including the date of the transaction, whether the transaction was a purchase, sale or transfer, the name of the security, the number of securities, the price per security and the total value of the transaction), and
• information about each security held, and the cash balance, in your account at the end of the time period covered by the statement (including the name and quantity of each security in the account, the market value of each security in the account, the total market value of each security position in the account, and the total market value of all cash and securities in the account).

On an annual basis, we will also provide you with the following two reports:

1. A report on charges and other compensation, which shows the amount of fees and compensation ReSolve has received from your Managed Accounts during the period covered by the report; and
2. An investment performance report, which will provide rate of return information for the Managed Accounts we manage for you.

Custodian

You will be required to open your Managed Account(s) and enter into a written custodial agreement with our recommended third-party custodian (“Custodian”).  In accordance with applicable securities laws, we have determined that our Custodians are qualified custodians that are functionally independent from us.

The Custodian will generally hold the securities and other assets of your account in book-based form, which means that ownership of the securities is tracked and recorded electronically without the need for physical certificates. The Custodian provides many securities services, including collection and distribution of dividends, interest and other forms of income; settling transactions of securities, foreign exchange and other financial instruments; notification and processing of corporate actions events; and ensuring that all property for each account is kept separate and distinct from the property of all other accounts and from the property of the Custodian itself. The Custodian may employ a sub-custodian, agent or nominee to provide some of these services.

Appointing an independent Custodian is intended to enhance the protection of your assets. However, Custodians themselves present their own set of risks. A Custodian may become bankrupt, insolvent or face financial difficulties either from its own activities or from the activities of one or more of its sub-custodians, agents, nominees or even affiliates. While it is not possible to generalize about the effect that such an event will have on you, you should assume that you may experience a loss of all or a portion of your assets, a delay in withdrawals or payments from your account, or both. Additionally, the Custodian may experience a cybersecurity incident, either from a breakdown in its information security systems, from a malicious attack, from willful misconduct by employees or vendors or from some other cause. ReSolve has considered the Custodians’ reputation, financial stability, and ability to deliver custodial services and is satisfied that each Custodian can deliver its services in accordance with prudent business practices.

ReSolve is responsible for providing all instructions related to securities transactions to the Custodian, and for ensuring that these transactions are suitable for you.

Our Services – Distribution of ReSolve Private Funds

In some limited cases, ReSolve may sell units of ReSolve Private Funds directly to you, without opening a Managed Account. In these cases, we are selling you a product (the ReSolve Private Fund) and not offering you a service (a Managed Account). To participate in this type of transaction, you must qualify as an “accredited investor” under Canadian securities laws or otherwise qualify for an exemption from the prospectus requirement; and you must complete the ReSolve Private Fund Subscription Document.

Periodic Statements and Other Reporting

We will provide statements to you about your holdings of ReSolve Private Funds every three months unless: (i) you have made a transaction during a month, in which case you will be provided with a statement for that month, or (ii) you advise us that you would like the statements provided to you on a monthly basis, in which case you will receive them monthly.

These statements may be delivered to you in hard copy to your mailing address or may be delivered to you electronically. You may specifically request to receive these statements in hard copy.

Among other information, the periodic statements will contain:

• information about each transaction conducted during the time period covered by the statement, including the date of the transaction, whether the transaction was a purchase, sale or transfer, the name of the ReSolve Private Fund, the number of units, the price per unit and the total value of the transaction, and
• information about each ReSolve Private Fund held at the end of the time period covered by the statement, including the ReSolve Private Fund’s name, quantity held, and market value, as well as the total market value of all ReSolve Private Funds held, taken together.

On an annual basis, we will also provide you with the following two reports:

• A report on charges and other compensation, which shows the amount of fees and compensation ReSolve has received from you during the period covered by the report; and
• An investment performance report, which will provide rate of return information for the ReSolve Private Funds you purchased through us.

Trade Confirmations

We will deliver a trade confirmation promptly to investors who purchase units of a ReSolve Private Fund directly from us. This trade confirmation will set out the particulars of the transaction, including, among other information, the quantity and description of the ReSolve Private Fund purchased or sold, the price per unit paid or received, and any commission, sales charge, service charge or other amount charged by us in respect of the transaction.

Suitability Assessment

Whether providing Managed Account Services to you, or distributing units of ReSolve Private Funds to you, we have an obligation to determine that any investment action we take for you or any recommendation we make to you is suitable for you and puts your interests first. We do this by conducting a suitability assessment. We conduct a suitability assessment when we first establish a relationship with you and prior to taking any investment action, as well as at any time that we become aware of a change in your personal or financial circumstances that could affect the our determination of suitability. Examples of such changes are: marriage or divorce; the birth or adoption of a child; the death of a spouse; the onset of a chronic illness; or a loss or change in income, savings or employment.

To meet this suitability obligation, we collect personal and financial information from you at the beginning of our relationship. The information we collect includes address; date of birth; spousal information; employment, income and financial information; objectives; time horizon; risk tolerance and risk capacity. Collectively, this information is often called KYC Information. It is through KYC Information that we understand your circumstances, and it is by understanding your circumstances that we can assess the suitability of available investments for you. Assessment of suitability is one of the most fundamental duties we owe to you.

We endeavour to keep our KYC Information up-to-date and we will contact you to confirm or update your KYC Information no less frequently than every 12 months. Because your KYC Information is such an important part of the services and products we provide, we ask that you notify us promptly of any changes, including any changes that could affect your investment objectives, time horizon or risk profile.

ReSolve Private Funds – Redemption, Liquidation and Resale Restrictions

The ReSolve Private Funds are subject to redemption, liquidation and resale restrictions. In particular:

• redemptions may only be transacted on specified “valuation days”, which currently are the last business day of each calendar month;
• redemptions, particularly those within a defined time period from the date of purchase of the units, may be subject to a short-term trading fee;
• ReSolve may have the right to delay or suspend redemptions in certain circumstances; and
• units cannot generally be transferred or resold unless, in exceptional circumstances, specifically permitted by ReSolve in accordance with applicable securities laws.

Full details of these restrictions are contained in each fund’s offering memorandum, which we encourage clients and investors to review.

Risk Factors to Consider

Generally, all or a substantial portion of the assets of your account with ReSolve will be invested in one or more investment funds, including the ReSolve Funds. There are certain general risks associated with an investment in a fund, including the risks set out below. More specific risk factors are contained in the offering memorandum or prospectus of the funds in which you are invested. We would be pleased to send you these documents at your request.

No Assurance of Achieving Investment Objective

There can be no assurance that a fund will achieve its investment objectives or that an investment in units of a fund will earn any positive return in the short or long term. The value of fund units may increase or decrease depending on market, economic, political, regulatory and other conditions affecting the fund’s portfolio. All potential investors in a fund should understand the investment approaches and techniques that the fund’s portfolio manager expects to use in the management of the fund and the particular risks associated with those approaches and techniques.

Liquidity of Units

The redemption of units of a particular fund may be generally restricted or may, under certain circumstances, be temporarily restricted or suspended. An investment in fund units is often suitable only for sophisticated investors who do not need full liquidity with respect to their investment in a fund.

Reliance on the Fund’s Portfolio Manager

A fund will be relying on the skill, judgment, and expertise of its portfolio manager. The loss of key personnel of the portfolio manager could affect a fund. Unitholders of a fund generally have no right to take part in the management or in the decisions of the portfolio manager of a fund.

Fund portfolio managers are generally registered to perform such services under applicable securities laws. However, these registrations do not imply any endorsement of the portfolio manager’s abilities under such registrations or its ability to generate positive results for a fund.

Liquidity of Investments

Underlying positions in a fund cannot always be liquidated at the desired price. In certain circumstances it may not be possible to initiate or liquidate a position promptly.

Credit Risk

A fund will generally be subject to credit risk with respect to any assets that it places on deposit with financial institutions or its investments in money market instruments, as the case may be.

Foreign Markets/Currency

A fund may invest in securities denominated or traded in foreign currencies. Changes in foreign exchange rates may affect the value of securities in a fund.

Fees and Expenses

Regardless of whether a fund realizes a profit, it may be obligated to pay management fees, trading costs and other expenses. Under certain circumstances, a fund may be subject to indemnification obligations payable out of its assets in respect of its portfolio manager and/or certain parties related to it.

Electronic Trading

Trades for a fund may be placed using an electronic order routing system. Electronic trading, while more efficient than traditional order placement methods, exposes a fund to the risks associated with the system including the failure of hardware or software components. The result of such failure can lead to order execution problems that can result in losses. Portfolio managers typically have procedures and backups in place to mitigate the effect of any system outage. However, provided a portfolio manager has adhered to its standard of care, the portfolio manager will typically not be responsible for any losses that may be incurred due to failures of the electronic trading system or the failure of any other technology.

Changes in Applicable Law

Legal, tax and regulatory changes may occur that may adversely affect a fund and its unitholders.

Effect of Redemptions and Termination

A significant redemption of units by any unitholder may cause a temporary imbalance in a fund’s portfolio / assets that may adversely affect the remaining unitholders. In addition, a fund may be wound up at any time. In the event of termination, a fund will typically distribute to each unitholder their pro rata interest in the assets of the applicable series of units of the fund held by such unitholders. A significant redemption of units or the termination of a fund may also create adverse tax and/or economic consequences to unitholders depending on the timing of such redemption or termination.

Risks of Using Borrowed Money to Finance an Investment

ReSolve does not lend money, extend credit or provide margin to its clients.  If at any time you use borrowed money to finance any part of a purchase of a security it is important to know that using borrowed money to finance the purchase of securities involves greater risk than a purchase using cash resources only. If you borrow money to purchase securities, your responsibility to repay the loan and pay interest as required by its terms remains the same even if the value of the securities purchased declines.

Risk Factors to Consider for ReSolve Private Funds

Please refer to the offering memorandum for the ReSolve Private Fund.

Conflicts of Interest

Under Canadian securities laws, ReSolve is required to take reasonable steps to identify material conflicts of interest, and material conflicts of interest that are reasonably foreseeable, between ReSolve and its clients and between each individual acting on behalf of ReSolve and its clients. ReSolve must address all conflicts of interest in the best interest of the client. ReSolve must also disclose in writing all material conflicts of interest to clients whose interests are affected by those conflicts, if a reasonable client would be expected to be informed of them. 

Whether a conflict is “material” or not depends on the circumstances. In determining whether a conflict is material, we will typically consider whether the conflict may be reasonably expected to affect the decisions of our client, of ReSolve or of individuals acting on ReSolve’s behalf.

What follows below are details regarding the specific material conflicts of interest that we have identified to date:

Proprietary Products and Connected Issuers

ReSolve may use its discretionary authority over a Client’s Managed Account to invest substantially into ReSolve Funds. ReSolve Funds are considered proprietary products and connected issuers under applicable Canadian securities laws. This is because ReSolve, or its affiliate ReSolve Cayman, provides investment management and other services to the ReSolve Funds, and for some ReSolve Funds, are responsible for its overall business affairs. Additionally, ReSolve or ReSolve Cayman earn fees from the ReSolve Funds, the amount of which is determined by the amount each ReSolve Fund has under management and, in some cases, the investment performance of the ReSolve Fund. These fees are in addition to the wealth management fee described in the “Fees and Costs” section above.

Investing your Managed Account into one or more ReSolve Fund presents a material conflict of interest between our incentive to distribute our own products (as proprietary products or connected issuers) and our obligations to you, including our obligations to deal with you fairly, honestly and in good faith; to assess suitability; and to put your interests first.

ReSolve also may act as an EMD in connection with distributions of securities, including securities of the ReSolve Funds, to individuals and institutional clients that qualify as “accredited investors” under securities laws or that otherwise qualify for an exemption from the prospectus requirement. Recommending a client subscribe for units of one or more ReSolve Funds also presents a material conflict of interest even though, in these instances, ReSolve does not charge a sales commission or earn any trade-based compensation for placing units of the ReSolve Funds to its clients.

The extent of this conflict in respect to ReSolve may be viewed as significant because the Firm does not generally consider the larger market of non-proprietary investment funds or whether those non-proprietary investment funds would be better, worse or equal than the ReSolve Funds in meeting your investment needs and objectives. In addition, this material conflict of interest could mean that ReSolve is providing a client access to Resolve’s proprietary products because ReSolve receives compensation related to those products.

ReSolve addresses this conflict in two primary ways. First, ReSolve adheres to written policies and procedures requiring its advising representatives to conduct thorough suitability assessments for each client’s investments and investment strategies. These policies and procedures specify the circumstances under which suitability assessments must be made; the frequency of the suitability assessments and the supervision and monitoring processes to be employed to ensure the requirements are met. The policies and procedures also require the collection of specific information about you (KYC) and the performance of certain types of investment analyses (KYP) as described in the “Our Services – Managed Accounts” section above. Our policies and procedures require that the KYC and KYP requirements first be met before your funds can be invested.

Second, it is ReSolve’s view that for most investors, investing in the ReSolve Funds is the optimal way to access ReSolve’s investment strategies. ReSolve’s investment strategies generally are:

• globally diversified;
• invested across equities, bonds, commodities, currencies and other liquid assets via futures contracts or exchange-traded funds;
• considerate of the risk contribution of each asset class within the context of the investment portfolio;
• seeking consistent levels of portfolio volatility throughout changing economic regimes and market cycles;
• employing the leverage embedded in futures contracts as part of the investment strategy.

These investment features are optimally accessed through investment funds such as the ReSolve Funds because:

• futures contract sizes are too large to be used as an investment program for accounts less than $5 million in size;
• the increased size of an investment fund portfolio allows for greater portfolio diversity (typically with exposure to 60 to 80 assets) and access to more asset classes;
• trading costs, such as commission rates and borrowing charges, can be minimized;
• portfolio rebalancing is easier and reinvestment opportunities are enhanced;
• registered accounts may only participate through an investment fund;
• the use of investment funds may provide some tax advantages in a taxable account;
• investment funds are subject to third-party valuation and audit requirements.

Valuation of the ReSolve Managed Accounts or of ReSolve Private Funds

ReSolve has a material conflict of interest when determining the valuation of a Managed Account or of a ReSolve Private Fund. This includes situations where an error has occurred with a previous valuation. The potential impact and risk of this conflict is that ReSolve may be motivated to achieve a valuation outcome that priorities the interests of ReSolve over the interests if the Managed Account client or ReSolve Private Fund investor.

To address this conflict, we note that valuations of ReSolve Managed Accounts and valuations of ReSolve Private Funds are calculated by independent third-party service providers who are experienced with portfolio valuations. Additionally, our policies and procedures establish requirements for oversight of these service providers, for addressing portfolio valuation errors and for portfolio valuation generally.

Trading Errors

ReSolve has a material conflict of interest when dealing with trading errors. The potential impact and risk of this conflict is that ReSolve may pass the cost of an error on to a Managed Account client or ReSolve Fund, instead of absorbing the cost of the error itself. To address this conflict, ReSolve has implemented robust trading controls to mitigate the risk of trading errors as possible. ReSolve has also established a robust trade correction policy which includes, among other things, notification of the Chief Compliance Officer of any material errors.

ReSolve Private Fund Expense Allocation

With respect to the ReSolve Private Funds, ReSolve may have a material conflict of interest when determining whether certain expenses should be allocated to ReSolve or to the Fund.

The potential impact and risk of this conflict is that ReSolve may allocate certain expenses to a ReSolve Private Fund instead of to itself. Expenses allocated to a ReSolve Private Fund are borne by the fund’s unitholders and not by ReSolve and have the effect of increasing fund’s management expense ratio and reducing returns to unitholders.

ReSolve has a duty to make sure that expenses are allocated to itself or to the relevant ReSolve Fund in a fair, accurate and appropriate manner and in accordance with the requirements of applicable Canadian securities laws. Similarly, ReSolve’s expense allocation practices must be consistent with the terms of the agreements governing the relevant fund and the disclosure of such terms in the relevant fund’s offering documents.

To address this conflict of interest, ReSolve has adopted, and follows, an expense allocation policy in accordance with Canadian regulatory requirements. Additionally, ReSolve’s expense allocation practices must be consistent with each fund’s management agreements and offering documents.

Fairness in Allocating Investment Opportunities

Allocating investment opportunities can present a material conflict of interest, for example, when a security is unusually attractive at the time of purchase, and/or difficult to obtain, or it is unattractive, or difficult to dispose of, at the time of sale. The potential impact and risk of this conflict is that ReSolve may favour some clients over others with respect to select investment opportunities.

Under Canadian securities laws, ReSolve has an obligation to deal fairly, honestly and in good faith with its clients, which includes a requirement to ensure fairness in allocating investment opportunities among its clients. In connection with complying with its obligations in this respect, ReSolve is required to inform its clients of its policy with respect to the fair allocation of investment opportunities.

The Firm’s fairness policy provides:

Any staff member with knowledge of a Client order is prohibited from trading in that security until the Client order is fully filled.  In order to prevent any unintentional trading ahead of or alongside a Client’s order, a list of securities held by the Clients will be maintained by the CCO or his delegate and circulated to all staff in a manner and with the frequency as determined by the CCO. If a staff member wishes to trade in any security on the list, they must receive pre-approval from compliance.

Compliance will grant approval once they determine that there are no open or pending client orders. The pre-approval is only valid for the day received.

ReSolve models and trades each investment product it manages separately.  As a result, there is no allocation of securities between the Fund and any other account.  ReSolve models the trading strategies directly on to the Fund, and the resulting trades reflect only the Fund’s requirements.  ReSolve trades futures contracts for other investment products; these products are also modelled on their own and frequently no trading is required for these products when the Fund is trading and vice versa.  When the Fund trades a futures contract that another product is trading, each trade is entered independently of the other, at separate times, with a trading algorithm that randomizes the number of contracts submitted as well as the time of submission, subject to certain parameters.

ReSolve does not invest in initial public offerings.

Senior Management of ReSolve are also significant Shareholders of ReSolve

Cheryl Davidson is the President of ReSolve and also a significant shareholder. For compliance purposes, Ms. Davidson is also ReSolve’s Ultimate Designated Person and Chief Compliance Officer. Andrew Butler is the Chief Investment Officer of ReSolve and also a significant shareholder. Both Ms. Davidson and Mr. Butler are directors of ReSolve.

Per the above, Ms. Davidson, as an owner of ReSolve, has an interest in the revenue generation activities and decisions of the Firm, as well as being the individual responsible for the Firm’s compliance activities. As owners, Ms. Davidson and Mr. Butler have an interest in the revenue generation activities of the Firm and benefit from the residual equity created by the Firm. Ms. Davidson is also the person responsible for ReSolve’s compliance program, and Mr. Butler has overall responsibility for the Firm’s investment program. Regulators have noted that if a firm’s compliance or supervisory staff’s compensation is tied to the sales or revenue generation of the firm overall or the registered individuals that they supervise, the potential impact and risk of this conflict is that it may cause them to put their interests ahead of clients’ interests. The extent of this conflict may be significant.

In addition to disclosure, we manage this conflict of interest through the structure of our compensation policy. ReSolve does not specifically tie an individual’s compensation to the sales or revenue generation of the Firm overall or to the registered persons that an individual may supervise. Rather, ReSolve’s compensation structure is based on servicing Firm and client needs within a staff members roles and responsibilities, as well as showing initiative, creating value and other soft target measurables. Compensation is not commission driven. However, the overall success of the Firm advantages compensation available to all staff and also increases the return opportunities available to Ms. Davidson and Mr. Butler as shareholders.

Outside Activities

When employees engage in certain activities, interests or associations outside of ReSolve, a conflict of interest may arise between the employee’s personal interests and those of ReSolve or of our clients. The potential impact and risk of this conflict is that the employee could prioritize their personal interests through the outside activity over the interests of ReSolve or our clients. This could occur because of the time an employee spends on the outside activity, because of compensation received from the outside activity, or because of a relationship between the employee and an outside party as a result of the outside activity.

ReSolve has developed policies and procedures that govern employees outside activities and to which all employees must adhere. This includes a pre-approval process to restrict any outside activity of a registered adviser of the Firm that would interfere or give the appearance of interfering with the representative’s ability to act in the best interests of, or perform work for, the Firm and its clients.

Personal Trading

The purpose of monitoring and restricting employee personal trading is to ensure that employees do not take advantage of confidential client trading information or their position within ReSolve to profit in their personal trading activities. The potential impact and risk of this conflict is that a bad actor may attempt to use their access to information to profit by engaging in prohibited practices, including self-dealing and front running. Personal trading policies and procedures are designed to help prevent and detect these and other potential abusive practices.

ReSolve has personal trading policies and procedures in place that sets forth standards to which personnel are held and that is intended to manage this potential conflict of interest. In addition, ReSolve and its employes must comply with applicable Canadian securities laws which, without limitation, prohibit activities such as insider trading, tipping and front running.

Personal Financial Dealing With Clients

A conflict of interest can arise when a registered adviser has personal financial dealings with a client. This includes situations where the adviser is granted a power of attorney or appointed as a trustee; has control or authority over a client’s financial affairs; or acquires assets from a client outside of the normal course of business. The potential impact and risk of this conflict is that an adviser may prioritize their own interests when taking investment action for an account over which they have direct control. To prevent this conflict, we have prohibited advisers from engaging in these types of activities with any clients who aren’t family members.

Gifts and Business Entertainment

Our employees may receive offers of gifts or entertainment from clients or other business associates. Additionally, our employees may offer gifts or business entertainment to clients.

The potential impact and risk of this conflict is that receiving gifts or business entertainment from a client outside of acceptable standards may lead an individual to put that client’s interests ahead of other client’s interests. Additionally, providing gifts or business entertainment to a client outside of acceptable standards may be viewed as an undue attempt to gain a client’s favour.

Our policies prohibit employees from accepting or providing any gifts or entertainment, above a minimum threshold, intended to improperly influence a business decision.

PERFORMANCE BENCHMARKS

An investment performance benchmark is a standard or index against which the performance of your investment portfolio may be measured. Comparing your ReSolve investment strategy to indices such as the S&P TSX index, S&P 500 Index or bond indices is difficult because:

• many of the strategies we employ have allocations that dynamically adapt to market environments whereas benchmark portfolio allocations are typically static;
• the composition of your investment portfolio reflects the investment strategy you have agreed upon, which will, to a varying extent, be different from the composition of the investment performance benchmark;
• for the comparison to be meaningful, a benchmark must replicate the portfolio you are monitoring, including its general composition and risk profile, as closely as possible;
• investment performance benchmarks do not generally include charges and other

However, you may nonetheless wish to use published investment performance benchmark information to measure the performance of your investment portfolio. You should contact your ReSolve portfolio manager if you wish to discuss how to assess the performance of your portfolio against a performance benchmark.

TRUSTED CONTACT PERSON

In accordance with applicable securities laws, each individual client of ReSolve, regardless of age, is requested to designate a trusted contact person (“TCP”). This is required in order for ReSolve to comply with its obligation to take reasonable steps to obtain the name and contact information of a client’s TCP, as well as the client’s written consent for ReSolve and its representatives to contact the TCP in prescribed circumstances.

While we would strongly encourage you to appoint a TCP, you can choose to refuse to provide us with a designated TCP.

Why appoint a TCP and when will ReSolve contact them?

We cannot share private information about you without your permission.  By making this appointment you allow ReSolve to contact and share information with your TCP (or your alternate TCP if we are unable to contact your primary TCP) in the following circumstances:

• we are concerned about your mental capacity as it relates to financial decision making;
• we need to know or confirm the identity and contact information of your legal representative (if any);
• we need to confirm your current contact information; or
• we are concerned that you might be subject to financial exploitation, which could include fraud, coercion or unauthorized transactions.

ReSolve is not obligated in any circumstance to contact your TCP.  Your TCP has no authority to instruct ReSolve unless he or she is also your legal representative – that is, unless the TCP is also your guardian or attorney for property. 

Who should I designate as my TCP?

You should designate someone who you trust, is mature and has the ability to communicate and engage with us in conversations about your personal circumstances if we call them in the circumstances described above. We encourage you to select an individual who is not involved in making decisions about your account(s) (i.e., someone who is not already your legal representative).

Can I change my mind?

If you want to replace your TCP and appoint a new one, please contact us and we will send you a new form to allow you to identify your new TCP. By designating a new TCP, you will revoke all prior designations. We will rely on the most recent appointment in our files. 

What if I choose not to designate a TCP?

You are not obligated to designate a TCP. In making your decision, please consider that the purpose of the TCP is to allow us to release confidential information to someone you have selected if we have concerns about your welfare.  Without your permission, if a situation arises where ReSolve has concerns about your welfare, we will not have the option of trying to resolve these concerns by communicating them to the TCP.  In the worst case, this could lead to a situation where ReSolve is obligated to stop or refuse transactions in, or place a hold on, your account(s) while we take the steps necessary to meet and address our concerns.

TEMPORARY HOLDS

Under applicable securities laws, we are permitted to place a temporary hold on all or a portion of the assets in your account in certain circumstances as described below. In these circumstances, we may place a temporary hold regardless of whether or not you have designated a TCP. The decision to place a temporary hold will be made by our Chief Compliance Officer. 

A temporary hold on the basis of financial exploitation may be appropriate in instances where our Chief Compliance Officer reasonably believes a client has become a vulnerable client and financial exploitation in respect of its account has occurred, is occurring, has been attempted or may be attempted. A “vulnerable client” is a client who might have an illness, impairment, disability or aging-process limitation that places the client at risk of financial exploitation.

A temporary hold on the basis of a lack of mental capacity may be appropriate in instances where our Chief Compliance Officer reasonably believes that a client no longer has the mental capacity to make decisions involving financial matters. There may be other circumstances under which a temporary hold can be placed on an account.

If a temporary hold is placed on your account, we will promptly provide you with written notice of the temporary hold and the reasons for such hold being placed. We will then notify you when the temporary hold has been terminated. Within 30 days of placing a temporary hold, and unless the hold has been previously terminated, within every subsequent 30-day period, we will be required to terminate the temporary hold or to provide you with notice of our decision to not terminate the hold and the reasons for that decision.

PRIVACY POLICY

ReSolve values the privacy of its clients’ personal information. Please refer to ReSolve’s Privacy Policy document for a description of how ReSolve collects, uses and discloses personal information about its clients.

COMPLAINTS AND DISPUTE RESOLUTION

ReSolve has a written complaints policy and will document and respond to each complaint made about any product or service offered by ReSolve or its representatives. For more information in respect of how we handle complaints and your potential right to have an independent dispute resolution service made available to you at our expense, please refer to the document entitled “What to Do If You Have a Complaint”.

OTHER INFORMATION ABOUT YOUR RELATIONSHIP WITH US

ReSolve encourages you to actively participate in your relationship with us by doing the following:

Keep us up to date. You should provide full and accurate information to ReSolve and to your ReSolve Adviser. You should promptly inform us of any change to information that could reasonably result in a change to the types of investments appropriate for you, such as a change to your personal or financial circumstances, investment needs or objectives, risk tolerance or investment horizon.

Stay informed. You should understand the potential risks and returns on investments. You should carefully review literature we provide to you.. Where appropriate, you should consult professionals, such as a lawyer or an accountant. for legal or tax advice.

Stay on top of your investments. You should review all account documentation provided to you by ReSolve and regularly review portfolio holdings and performance.

If you have any questions about dealing with ReSolve, please do not hesitate to contact us at:

ReSolve Asset Management Inc.

401 Bay Street – 16th Floor

Toronto, Ontario, Canada M5H 2Y4

T: 1 855 446-4170 or (416) 572-5474

contact@investresolve.com

www.investresolve.com

This brochure provides information about the qualifications and business practices of ReSolve Asset Management Inc. (“ReSolve” or the “Company”). If you have any questions about the contents of this brochure, please contact us at 416-572-5474 or  cheryl.davidson@investresolve.com. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (the “SEC”) or by any state securities authority. 

ReSolve is registered as an investment adviser with the SEC under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). SEC registration does not imply a certain level of skill or training. 

Additional information about ReSolve also is available on the SEC’s website at  www.adviserinfo.sec.gov. 

Item 2 – Material Changes

This Form ADV Part 2A brochure dated December 31, 2025, has been prepared according to the requirements and rules promulgated by the SEC. Pursuant to SEC Rules, we are required to deliver a summary of any material changes to our brochure within 120 days of the close of our fiscal year. The date of the last annual update of the brochure was December 31, 2024.

The changes include the following:

• Item 5 – “Fees and Compensation – Fees for Separately Managed Accounts”: This section was updated to reflect the fee rates and calculation methods currently used for our separately managed accounts business.
• Item 5 – “Fees and Compensation – Fees and Expenses for Investment Funds”: This section was updated to reflect the sub-advisory fee arrangements now in place with the Return Stacked® ETFs.
• Item 6 – “Performance-Based Fees”: This section was updated to include an explanation of the features and calculation of performance-based fees charged by ReSolve to its separately managed account clients.
• Item 8: – “Methods of Analysis, Investment Strategies and Risk of Loss” – We added a description of the ReSolve All Terrain strategy.
• Item 8: – “Methods of Analysis, Investment Strategies and Risk of Loss – Risk of Loss” – We added the following three new risk factors: “Model Risk”, “Macroeconomic Risk”, “Digital Assets Risk”; “Public Health Risk” was renamed (it was formerly “Pandemic Risk”); and the overall order of the risks was changed to enhance clarity.
• Item 10: – “Other Financial Industry Activities and Affiliations” – We added a description of ReSolve’s affiliated company, ReSolve Asset Management SEZC (Cayman) (“ReSolve Cayman”).

Item 3 – Table of Contents

Item 1 – Cover Page

Item 2 – Material Changes

Item 3 – Table of Contents

Item 4 – Advisory Business

Item 5 – Fees and Compensation

Item 6 – Performance-Based Fees

Item 7 – Types of Clients

Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss

Item 9 – Disciplinary Information

Item 10 – Other Financial Industry Activities and Affiliations

Item 11 – Code of Ethics

Item 12 – Brokerage Practices

Item 13 – Review of Accounts 

Item 14 – Client Referrals and Other Compensation

Item 15 – Custody

Item 16 – Investment Discretion

Item 17 – Voting Client Securities

Item 18 – Financial Information 

Item 4 – Advisory Business

ReSolve is incorporated under the laws of Canada and has been in business since November 2014. ReSolve manages accounts in commodity futures and securities markets. The company’s primary business in the United States involves managing futures portfolios, on an advisory or sub-advisory basis, for investment funds and separately managed accounts. Since July 2017, we have been registered with the Commodity Futures Trading Commission (“CFTC”) as a “commodity trading advisor” (“CTA”) and have been a member of the National Futures Association (“NFA”). We have been registered with the Securities and Exchange Commission (“SEC”) as a “registered investment adviser” since January of 2016. The registration of ReSolve with the SEC or CFTC must not be taken as an indication that either such agency has recommended or approved either ReSolve or its trading programs.

In Canada, ReSolve is registered with the Ontario Securities Commission as a portfolio manager, exempt market dealer, investment fund manager and commodity trading manager; with the Alberta Securities Commission and British Columbia Securities Commission as a portfolio manager and as an exempt market dealer; with the securities regulator of Newfoundland and Labrador as a portfolio manager, exempt market dealer and investment fund manager; and with the Autorité des marches financiers (Quebec) as a portfolio manager, derivatives portfolio manager and as an investment fund manager. The principal owner of ReSolve is Mighty Oak Holdings Inc.

This brochure has been prepared by ReSolve and provides an overview of the Company and the services it provides involving securities and commodity futures. ReSolve currently sponsors and manages multiple investment vehicles. However, unless specifically stated otherwise, the information presented in this brochure relates only to the investment advisory services provided in the U.S.

Globally, ReSolve serves as:

• Sub-advisor to the Systematic Macro Strategy component of the Return Stacked® Balanced Allocation & Systematic Macro Fund (“Return Stacked® Balanced / Macro Fund”), a mutual fund registered under the Investment Company Act of Return Stacked® Balanced / Macro Fund is operated by Rational Advisors, Inc. (“Rational Advisors”) who is unaffiliated with ReSolve.
  • CTA to high net worth accounts that employ ReSolve’s proprietary futures trading
  • Investment fund manager, portfolio advisor and principal distributor of multiple investment funds in
  • Portfolio manager to private clients and institutional accounts in
  • It is expected that in April of 2026, ReSolve will provide trade execution services to a family of seven ETFs under the Return Stacked® brand that are components of Tidal Trust II, an investment company registered under the Investment Company Act of 1940.

ReSolve may also enter into contracts to distribute trading signals generated by its trading strategies. These agreements may be with institutional investors, broker-dealers, other registered investment advisers or model manager platforms. ReSolve does not currently provide trading signals to any parties.

As of December 31, 2025, ReSolve had approximately $70 million of U.S. regulatory assets under management, representing approximately 46% of the total assets managed globally by ReSolve. Additionally, as of December 31, 2025, ReSolve managed approximately $82 million of assets for non-U.S. clients through its Canadian business. These assets represented approximately 54% of the total assets managed by ReSolve.

Item 5 – Fees and Compensation

Fees for Separately Managed Accounts

As compensation for its advisory services, ReSolve charges a management fee between 1% and 2%, and in some cases may additionally charge a performance fee based on investment returns. The precise amount of fees charged is dependent on the investment strategy chosen by the client. Management fees are calculated on the daily nominal account size, where nominal account size is the value of the initial trading level of the account adjusted for gains, losses, and additions and withdrawals of capital. Performance fees are discussed below in “Item 6 – Performance-Based Fees”.

Details of the management fees and performance fees, if any, to be charged are described in the investment management agreement that all clients must sign at the beginning of their relationship with us. ReSolve recommends that clients review the investment management agreement with their attorney. The investment management agreement specifies the terms and conditions of the business agreement between ReSolve and the investor. Either party may terminate the contract by notifying the other party in writing in advance of the termination.

Fees and Expenses for Investment Funds

For the sub-advisory services provided to Return Stacked® Balanced / Macro Fund, ReSolve is paid a sub-advisory fee not to exceed 0.21875%, annualized, of average daily net assets of the fund. The sub-advisory fee is pursuant to the sub-advisory agreement with Rational Advisors and is paid by Rational Advisors. The actual fee paid to ReSolve is net of fee waivers and certain expense reimbursements.

For the trade execution services provided to the Return Stacked® ETFs, ReSolve is paid a sub-advisory fee of 0.04% to 0.05%. The sub-advisory fee is paid subject to a sub-advisory agreement and is paid by Tidal Investments LLC, the adviser to the Return Stacked® ETFs.

Potential investors should review the prospectus and Statement of Additional Information (“SAI”) for the mutual funds or ETFs that they invest in.

ETF Expenses

ReSolve may, in its discretion, invest in exchange traded funds (“ETFs”). ReSolve’s fees are separate and distinct from the fees and expenses charged to ETFs by the ETF fund managers. ETF expenses are described in the prospectus and SAI for each ETF. These expenses include a management fee, a possible distribution fee, and other fund expenses. These fees typically range from 0.10% to 1.25% per annum and are charged directly to the ETF so custodian charges/deductions will not be available to ReSolve clients.

Other Fees or Expenses

Clients may pay expenses in addition to the fees paid to ReSolve. For example, clients may pay brokerage commissions, transaction fees, custodial fees, transfer taxes, wire transfer fees, and other fees and taxes charged to brokerage accounts and investment transactions. (Item 12 provides more information on our brokerage practices.)

Item 6 – Performance-Based Fees

In some cases, ReSolve may charge a performance-based fee in addition to the management fee. The performance-based fee is calculated as a percentage of the account’s realized profit that exceeds the high-water mark. The high-water mark is the highest value that the account has previously achieved on which a performance fee has been charged. The performance-based fee may also be subject to a hurdle rate, which is the rate of return that the account’s performance must exceed before the performance-based fee is calculated. Details of performance-based fees, high-water marks and hurdle rates are described in the investment management agreement that all clients must sign at the beginning of their relationship with us.

Item 7 – Types of Clients

ReSolve provides investment adviser services to private clients and institutions in separately managed accounts. ReSolve’s minimum initial deposit is $5,000,000 for a separately managed account. In addition, ReSolve provides commodity trading advice pursuant to an exemption under 4.7 of the Commodity Exchange Act (“CEA”), which requires clients to be qualified eligible persons (“QEP”) under 4.7(a)(2) of the CEA, which in short means that clients must be QEPs.

As noted above, ReSolve also provides sub-advisory services to investment funds.

Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss

ReSolve manages portfolios primarily through the use of one of its systematic futures strategies.

Our systematic futures strategies employ many proprietary investment models, operated independently. Each investment model applies its own structured, quantitative methods to a wide variety of data to produce frequent near-term return forecasts, which in turn form the basis for trading decisions for each instrument in our investment universe. Our investment models also consider measurements of risk, attempting to allocate risk across a wide array of markets, contain overall portfolio risk within a targeted range and provide diversification. In selecting markets to be included in our investment universe, we consider, among other factors: profitability, liquidity, desired level of diversification, exchange rules and other regulations and transaction costs. We subject our investment models to rigorous, ongoing investment research, and our models are subject to change over time.

ReSolve All Terrain Strategy

The ReSolve All Terrain Strategy seeks to deliver competitive, risk-efficient growth across diverse economic regimes by combining a risk-balanced allocation to global asset classes with a multi-layered systematic risk management framework. The strategy begins with a diversified, equal-risk weighted portfolio spanning global equities, government bonds, gold, digital assets and other asset classes, sized so that no single asset class dominates portfolio risk. Systematic risk management filters are applied to each portfolio component with the objective of reducing or eliminating exposure during prolonged drawdowns. A long volatility overlay is incorporated to provide additional protection during acute market shocks. The strategy further stacks a systematic macro alpha sleeve on top of the market portfolio in equal risk, drawing on signals including trend following, carry, mean reversion, seasonality, skewness, and relative value across more than 80 global futures markets. The overall portfolio is scaled to target equity-like volatility. The strategy aims for low correlation to traditional stock and bond portfolios and is designed to perform across inflationary, deflationary, growth, and recessionary market environments.

ReSolve Adaptive Asset Allocation Strategy  

The ReSolve Adaptive Asset Allocation strategy aims for long-term capital growth by investing in a diverse range of global asset classes, such as equity indices, fixed income indices, interest rates, commodities, and currencies. The strategy gains exposure to these assets by investing in derivatives such as futures contracts, forward agreements, and securities. This approach results in a globally diversified portfolio designed to generate positive returns while aiming for a specific annualized volatility level. The strategy strives to maintain a low correlation with broader equity and fixed income markets.

By regularly updating estimates of volatility and correlations, the strategy maximizes diversification. It also uses machine learning tools to focus on markets exhibiting certain desired characteristics, such as total return momentum, trends, seasonal patterns, carry measures (relative yield differential), and mean reversion, among others. The strategy can take long or short positions in equity, bond, commodities, currencies, volatility indices, and other markets. The leverage used by the strategy is customized based on the clients’ instructions, investment instruments, fees and the targeted volatility level.

ReSolve Evolution Strategy 

The ReSolve Evolution Strategy seeks to generate consistent capital appreciation by employing a diversified ensemble of systematic alpha trading strategies. The investment hypothesis is that markets are marginally inefficient in many small ways, and that these inefficiencies can be taken advantage of profitably through use of novel quantitative methods. Information is harnessed from a variety of market features including trend, momentum, volatility, carry, relative value and seasonality; and an ensemble of systematic long/short trading strategies are used to establish individual portfolio positions. These positions are regularly recalibrated in response to changing market information and changes in our expectations of return and risk. As necessary, overall portfolio exposure will expand and contract in response to observed changes in portfolio risk. Portfolios are constructed with the view that thoughtful diversification can result in overall portfolio outcomes that are superior to those of the constituent assets. The investment universe of the ReSolve Evolution Strategy is comprised primarily of exchange-traded futures contracts, but stocks, ETFs, bonds, options and other exchange-traded instruments may also be employed.

ReSolve Trend Replication Strategy 

The ReSolve Trend Replication Strategy seeks to generate long-term capital appreciation by replicating the general characteristics of managed futures trend following strategies. This is achieved by investing in futures contracts that are diversified among four major asset classes: commodities, currencies, equities, and fixed income. The ReSolve Trend Replication Strategy relies on a variety of statistical models and therefore the realized return and risk characteristics of this strategy, over shorter and longer periods, may be materially higher or lower than similar characteristics of alternative managed futures trend following strategies. The ReSolve Trend Replication Strategy uses a proprietary, systematic and quantitative process which seeks to benefit from price trends in market instruments. Execution of this strategy will result in either long or short positions, the size of which will be determined by various factors, such as our systematic assessment of a trend and its likelihood of continuing, or our estimates of the trading instrument’s risk. In general, market positions are levered up or down in response to changes in expected return and expected risk metrics. Where necessary, overall portfolio exposure will expand and contract in response to observed changes in portfolio risk. While the ReSolve Trend Replication Strategy seeks exposure to all four asset classes, at any one time this strategy may emphasize a limited number of asset classes or a limited number of markets within an asset class.

ReSolve Carry Strategy

The ReSolve Carry Strategy seeks to generate attractive risk-adjusted returns by evaluating the “carry premium” of various types of futures instruments, such as commodity futures, currency futures, equity index futures, bond futures, and interest rate futures. Carry premium is the economic benefit that one can achieve by holding or “carrying” a particular investment, less the costs associated with holding that asset. The type of economic benefit varies by asset type. For example, stocks may pay dividends and bonds may pay a coupon. Certain investments may actually have a negative carry premium, meaning that the economic benefit is exceeded by the costs of holding the investment (financing costs, storage costs, etc.).

The ReSolve Carry Strategy is executed through use of proprietary, systematic, quantitative models that result in either long or short futures positions. The size of these positions will depend on our assessment of an instrument’s carry premium: long positions will be taken where the carry premium is assessed to be positive or increasing, and short positions will be taken where the carry premium is assessed to be negative or decreasing. Our systematic process considers additional factors, such as an instrument’s risk and liquidity characteristics.

We generally expect the strategy to have exposures across all four major asset classes (commodities, currencies, fixed income and equities), but at any one time the strategy may emphasize one or two of the asset classes or a limited number of exposures within an asset class. There are no geographic limits on the market exposures the strategy may seek, which provides flexibility to invest in instruments and markets around the world, including in emerging markets.

Risk of Loss

The risks below are summaries of the material risks of ReSolve’s primary investment strategies. All investments involve the risk of loss, including (among other things) loss of principal, a reduction in earnings (including interest, dividends and other distributions), and the loss of future earnings. These risks include market risk, interest rate risk, issuer risk, and general economic risk. Although we manage the assets in a manner consistent with risk tolerances, there can be no guarantee that our efforts will be successful. The investor should be prepared to bear the risk of loss.

Futures Contracts

Many investment strategies offered by ReSolve involve active trading of futures contracts. The value of a futures contract depends upon the price of the underlying instrument. The prices of futures contracts are highly volatile and can be influenced by many things, including interest rates, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments, and national and international political and economic events. Investments in futures contracts are also subject to the risk of failure, closure or disruption of futures exchanges, clearing houses and counterparties.

Futures contract gains and losses are marked-to-market daily for the purpose of determining margin requirements. Futures contract positions are established by funding the broker-mandated minimum initial and maintenance margin requirements. Margin requirements can fluctuate through time and will vary considerably depending on multiple factors, including: investment broker, investment universe, investment strategy, objective, volatility and constraints. ReSolve will attempt to manage portfolios in order to maintain the desired strategy exposures, however, there could be situations where the value of investment assets is insufficient to collateralize the futures positions. Under such circumstances, the trading asset level will be adjusted downward to a level that satisfies broker margin requirements. In totality, futures trading uses moderate to substantial leverage and therefore may experience periods of large losses and loss of capital.

Futures positions may become illiquid because certain commodity exchanges limit fluctuations in certain futures contract prices by regulations referred to as “daily price fluctuation limits” or “daily limits.” Under such daily limits, during a single trading day no trades may be executed at prices beyond the daily limits. Once the price of a particular futures contract has increased or decreased by an amount equal to the daily limit, positions in that contract can neither be taken nor liquidated unless traders are willing to affect trades at or within the limit. This could prevent ReSolve from entering into desired trades or from promptly liquidating unfavorable positions and could subject ReSolve’s clients to substantial losses.  In extraordinary circumstances, a futures exchange or a regulator could suspend trading in a particular futures contract, or order liquidation or settlement of all open positions in such contract.

A principal risk in trading futures is the volatility of futures market prices. The profitability of ReSolve’s futures trading will depend primarily on the prediction of fluctuations in market prices. Many fundamental factors influence market prices including, without limitation, the supply and demand of a particular futures contract, weather and climate conditions, governmental activities and regulations, political and economic events, and the prevailing psychological characteristics of the marketplace. The technical trading methods employed by ReSolve may not take account of such fundamental factors except as they may be reflected in the technical input data analyzed by ReSolve.

Leverage

Securities purchased or sold by ReSolve may employ the use of leverage to enhance overall returns. For example, an ETF that employs a leverage multiplier of two would experience a total loss of 20% in the event that the index tracked by the ETF declines 10%. Additional leverage results in proportionately greater risk of loss (and opportunity for gain).

Investments in derivative instruments such as futures, options and swap agreements, have the economic effect of creating financial leverage and may give rise to losses that exceed the amount invested in those instruments. Financial leverage will magnify, sometimes significantly, exposure to any increase or decrease in prices associated with a particular reference asset resulting in increased volatility in the value of a portfolio. The value of a portfolio is likely to experience greater volatility over short-term periods. While such financial leverage has the potential to produce greater gains, it may also result in greater losses.

Concentration of Investments

ReSolve has broad discretion over its investment programs and may choose to allocate substantial portions of account assets to a particular market sector or to a particular security. It is the intention of ReSolve to allocate capital in a manner that will provide for diversification among investment strategies, managers and securities. There can be no assurance, however, that the third-party managers of investment vehicles and/or ReSolve will not take substantial positions in the same security at the same time. Such an occurrence may tend to result in more rapid changes in ReSolve’s portfolios, upward or downward, than would be the case with greater diversification, with the result that a loss in any such position could have a material adverse impact on an investor’s capital. ReSolve may also make similar market timing decisions and asset allocation decisions between equity securities and cash equivalents or some combination of these and other strategies.

Decisions Based on Quantitative Analysis

ReSolve’s trading decisions are based primarily on investment strategies that utilize quantitative analysis of underlying market forces. Quantitative analysis attempts to systematically examine factors external to the trading market that affect the supply and demand for a particular instrument in order to predict future prices. Such analysis may not result in profitable trading because ReSolve may not have knowledge of all factors affecting supply and demand, prices may often be affected by unrelated factors, and purely quantitative analysis may not enable ReSolve to determine quickly that its previous trading decisions were incorrect.

Model and Data Risk

All quantitative analysis carries a risk that the mathematical model used might be based on one or more incorrect assumptions. Rapidly changing and unforeseen market dynamics could also lead to a decrease in short term effectiveness of the models. No assurance can be given that the investments will be successful under all or any market conditions. In addition, because the use of models is usually based on data supplied by third parties, the success of the use of such models is dependent on the accuracy and reliability of the supplied data. Historical data inputs may be subject to revision or corrections, which may diminish data reliability and quality of predictive results.

Technology and Electronic Trading Risks

ReSolve’s trade execution and related processes rely heavily on technology such as databases; proprietary software applications and processes; automated data links with brokers, custodians, fund administrators and data providers; computer servers; and network components. Failure, impairment, or reduced effectiveness of any of these technologies could have adverse effects on clients, including lower-quality trade execution, sub-optimal portfolio performance or capital losses. Failure to maintain hardware or software appropriately, or failure to fix programming bugs, could also lead to adverse portfolio performance results. ReSolve maintains robust policies and procedures to ensure data integrity, system reliability and to mitigate the effect of system outages and other business continuity events.

Investment and Trading Risks in General

Inherent in any investment in securities is the risk of losing the capital invested. We believe that ReSolve’s investment program and research techniques moderate this risk through a careful selection of investment opportunities, as well as through the application of our ongoing qualitative and quantitative risk management program. However, no guarantee or representation is made that the ReSolve investment program will be successful or profitable, and investment results may vary substantially over time. Specifically, we may determine that it is economically unattractive to hedge certain risks and decide instead to mitigate such risks through diversification of portfolio investments. As elsewhere in this section, ReSolve is not limited to any specific policies or requirements for diversification or risk mitigation.

Allocation Risk

A client account is subject to the risk that asset allocation decisions will not anticipate market trends correctly. For example, weighting an account too heavily in equities during a stock market decline may cause a loss of value. Conversely, investing too heavily in fixed income securities during a period of stock market appreciation may result in lower total returns.

Market Risk

Market risk is the risk that the price of securities will fall. Historically, the price of equity securities has moved in cycles, and the value of a client’s investment may fluctuate over short or extended periods of time. Individual companies may report poor results or be negatively affected by industry or economic trends or developments. The price of securities issued by these companies may decline in response. These factors contribute to price volatility.

Macroeconomic Risk

Unusual events, such as those resulting from shifts in geo-political, systematic, economic, or social conditions may result in abrupt changes to a security’s price, which could upset the model’s ability to make accurate exposure recommendations.

Digital Assets Risk

Digital assets, designed as mediums of exchange, are still an emerging asset class and are not presently widely used as such. They operate independently of any central authority or government backing and are subject to regulatory changes and extreme price volatility. The trading platforms for digital assets are relatively new, largely unregulated or possibly operating out of compliance with regulations, and thus more vulnerable to fraud and failures compared to traditional, regulated exchanges. Shutdowns of these platforms due to fraud, technical glitches, or security issues can significantly affect digital asset prices and market volatility.

ETF Risks

ETFs are baskets of securities designed to generally track an index of securities and are traded like stocks on an exchange. Unlike mutual funds, ETFs may potentially trade above or below the value of their underlying portfolios. While most ordinary mutual funds can only be bought or sold at the end of the day at the calculated net asset value of the fund, ETFs may be purchased or sold throughout the day at prices that are not guaranteed to match its net asset value. In addition, the returns of an ETF cannot reproduce or track exactly to the underlying portfolio. A disparity between an ETF and the underlying portfolio may occur due to changes in the cash inflows and outflows of the ETF, re-weightings of the underlying index, or operating expenses of the ETF. Accordingly, an account could be exposed to corrective forces if, for example, it inadvertently purchases an ETF at a premium to the underlying value of the stocks in the ETF.

Foreign Securities

Investments in securities of non-U.S. (foreign) issuers may involve risks including adverse fluctuations in currency exchange rates, political instability, confiscations, taxes or restrictions on currency exchange, difficulty selling the foreign investments, and reduced legal protection. These risks may be more pronounced for investments in developing countries.

Public Health Risk

Disease outbreaks that affect local economies or the global economy may materially and adversely impact our investment portfolios and/or our business. These types of outbreaks have the potential to cause severe decreases in core business activities such as manufacturing, purchasing, tourism, business conferences and workplace participation, among others. These disruptions also have the potential to lead to instability in the marketplace, including market losses and overall volatility. In the face of such instability, governments may take extreme and unpredictable measures to combat the spread of disease and mitigate the resulting market disruptions and losses. In the event of a pandemic or an outbreak, there can be no assurance that we or our service providers will be able to maintain normal business operations for an extended period or will be able to retain the services of key personnel on a temporary or long-term basis due to illness or other reasons. The full impact of a pandemic or disease outbreaks is unknown, which could result in a high degree of uncertainty for potentially extended periods of time.

Item 9 – Disciplinary Information

Since its founding, ReSolve has not experienced any legal or disciplinary incidents that would significantly impact an investor’s assessment of the company or its staff.

Item 10 – Other Financial Industry Activities and Affiliations

The ownership of ReSolve is as follows. 45% of ReSolve is owned by ReSolve Asset Management SEZC (Cayman) (“ReSolve Cayman”), and the remaining 55% of ReSolve is owned by senior employees of ReSolve. ReSolve Cayman, in turn, is owned by its principals. ReSolve Cayman provides investment advisory services using futures trading programs to investment funds domiciled in the U.S., Canada and Cayman Islands. In connection with its futures activities, ReSolve Cayman is registered with the CFTC as a commodity pool operator (“CPO”) and as a CTA; these registrations are administered by the NFA.

ReSolve and its management persons have no other financial industry activities or affiliations except as disclosed herein.

Item 11 – Code of Ethics

ReSolve has adopted a Code of Ethics (the “Code”) designed to detect and prevent prohibited acts and to mitigate potential conflicts of interest between ReSolve or its Access Persons (defined below) and any Client of ReSolve. For the purpose of this Code, the term “Client” refers to a segregated managed account managed by ReSolve on a discretionary basis.

Who is covered by the Code?

The Code applies to all employees, officers and partners of ReSolve or other persons (hereinafter “Access Persons”) as determined by ReSolve’s Chief Compliance Officer. It is the responsibility of each Access Person to immediately report to ReSolve’s Chief Compliance Officer any known or suspected violations of this Code, of ReSolve’s compliance manual, of any of ReSolve’s policies and procedures, or of any other activity of any Access Person or consultant that could constitute a violation of law.

Following the Code

Every Access Person of ReSolve receives a copy of the Code upon hire or other commencement of a relationship with ReSolve, and again thereafter no less frequently than annually. All Access Persons must complete the acknowledgement of having received, read and understood this Code upon hire or other commencement of a relationship with ReSolve, and again thereafter no less frequently than annually. ReSolve’s Chief Compliance Officer reviews the terms and provisions of this Code no less frequently than annually and makes amendments as required.

Acting as a Fiduciary

It is the policy of ReSolve to act in the best interest of Clients and on the principles of full disclosure, good faith and fair dealing. ReSolve recognizes that it has a fiduciary duty to its Clients. Acting as a fiduciary requires that ReSolve, consistently with its other statutory and regulatory obligations, act solely in the Clients’ best interests when providing investment advice and engaging in other activities on behalf of Clients. ReSolve and its Access Persons must seek to avoid situations which may result in potential or actual conflicts of interest with these duties. To this end, the following principles apply:

• Access Persons must always observe the highest standards of integrity and fair dealing and conduct their personal and business dealings in accordance with the letter, spirit and intent of all relevant laws and regulations;
• ReSolve must have a reasonable basis for the investment advice and decisions it makes for its Clients;
• ReSolve must ensure that its investment decisions are consistent with Clients’ investment objectives, policies and any disclosures made to Clients;
• All Access Persons must refrain from entering into transactions, including personal securities transactions, that are inconsistent with the interests of Clients;
• Access Persons should not take advantage of their positions and may not, directly or indirectly, use Client opportunities for personal gain; and
• Access Persons must be loyal to the Clients and place the interests of the Clients above their

Compliance with the Federal Securities Laws

Access Persons are required to comply with applicable federal securities laws at all times. Examples of applicable federal securities laws include:

• The Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002 and the SEC rules thereunder;
• The Advisers Act of 1940 and the SEC rules thereunder;
• The Investment Company Act of 1940 and the SEC rules thereunder;
• Title V of the Gramm-Leach-Bliley Act of 1999 (privacy and security of Client non-public information); and
• The Bank Secrecy Act, as it applies to mutual funds and investment advisers, and the SEC and Department of the Treasury rules

Personal Trading

Access Persons must obtain pre-clearance from ReSolve Compliance in the following situations:

• Prior to acquiring, directly or indirectly, beneficial ownership in the securities of an initial public offering or of a limited offering;
• Prior to acquiring or disposing of a direct or indirect beneficial ownership interest in any exchange-traded fund, exchange-traded note, exchange-traded commodity or closed-end fund, other than a money market fund; and,
• Prior to acquiring or disposing of a direct or indirect beneficial ownership interest in any futures contract.

Each Access Person shall supply to the Chief Compliance Officer, on a timely basis, duplicate account statements or copies of confirmations of all securities transactions for their personal accounts.

Access Persons are required to complete an Annual Discretionary Accounts Certification Form in ReSolve’s Code of Ethics system.

In general, the duties of ReSolve’s Chief Compliance Officer with respect to personal trading include:

1. Maintaining records of all personal trades;
2. Reviewing, on a regular basis, all aspects of reporting by employees to ensure compliance with the provisions of this Code;
3. Ensuring that all information received is kept confidential and will only be disclosed when required by securities regulators or other competent legal authorities or in the course of the Chief Compliance Officer’s administration of the Code; and
4. Reporting any violations of the Code and the action taken by the Chief Compliance Officer to ReSolve’s management

Elderly Clients

ReSolve understands that current demographic trends suggest that the elderly market segment will be a growing portion of investors with significant assets, and that as financial intermediaries ReSolve must be diligent in preventing abuse, recognizing abuse and responding to abuse.

Conclusion

Violations of the Code, and sanctions, if any, will be documented. A signed Certificate of Compliance will be maintained for all personnel for seven (7) years from the date the document was signed.

ReSolve will provide a copy of the Code to current clients or any prospective client, upon request.

Item 12 – Brokerage Practices

Clients are free to choose their own brokers and custodians of assets. To the extent ReSolve selects brokers or custodians, ReSolve may consider such factors as price, the quality of the broker’s trade execution, the broker’s reliability, reputation and financial condition, and any research or other services or property provided by such brokers or dealers. If ReSolve determines in good faith that the amount of the transaction costs imposed by a broker or dealer is reasonable in relation to the value of the products or services provided, ReSolve may accept transaction costs from such broker or dealer in an amount greater than the amount that might be incurred if another firm were used. Brokers and dealers providing such services may be paid commissions in excess of those that other broker-dealers not providing such services might charge.

ReSolve may aggregate two or more customer trades so long as ReSolve achieves best execution on such trades and treats each customer fairly and favors no customer over another customer. In the event that an order is not completely filled, the portion of the order that is filled will generally be allocated out to Clients on a pro rata basis based on the order size set forth on the pre-allocation. ReSolve may allocate partial fills on a random or other basis should transactions costs or other factors render certain allocations uneconomic for a client or otherwise inappropriate. In all cases, an average share price will be used for trade fills allocated to multiple clients.

Item 13 – Review of Accounts

Each business day, ReSolve’s Head of Futures Trading or designate conducts a review of trade fills and account positions to ensure that trades have been properly executed and that account positions are accurate.

In addition, each client will receive account statements from their broker reflecting all transactions made by ReSolve. Clients are encouraged to review these statements and to retain them for future reference.

Item 14 – Client Referrals and Other Compensation

Securities regulators expect ReSolve to enter into formal agreements if ReSolve or any of its employees enter into any arrangement with another entity or person that is considered to be a “referral arrangement”. Referral arrangements are those where ReSolve either pays or accepts a payment for the referral of a client to or from ReSolve.

ReSolve does not currently have any referral arrangements. Should ReSolve enter into a referral arrangement, ReSolve will provide written disclosure to affected clients informing them of the details of the arrangement. The disclosure will include the nature of the referral arrangement, the amount of the fee paid and any potential conflicts of interest that arise from the referral arrangement.

Item 15 – Custody

Rule 206(4)-2 of the Advisers Act sets forth extensive requirements regarding possession or custody of client funds or securities. The rule requires advisers that have custody of client securities or funds to implement a set of controls designed to protect those client assets from being lost, misused, or misappropriated or subject to financial reverses.

Advisers with custody of client funds and securities must maintain such accounts using “qualified custodians.” “Qualified custodians” under the amended rule include banks and savings associations and registered broker-dealers.

ReSolve does not maintain direct custody or possession of any of its client’s funds or securities. Clients should understand that the broker, rather than ReSolve, will have custody of their funds and investment positions.

Item 16 – Investment Discretion

At the outset of an advisory relationship with a managed account client, ReSolve completes an investment management agreement with that client. The investment management agreement grants discretionary authority to ReSolve to select the identity and amount of securities, futures or other investments to be bought or sold. The investment management agreement also authorizes ReSolve to place buy and sell orders with brokers on the client’s behalf. Investment guidelines and restrictions must be provided to ReSolve in writing.

Item 17 – Voting Client Securities

ReSolve as a matter of policy does not accept responsibility for voting proxies for portfolio securities held within client accounts. Clients will receive proxies directly from their custodian.

Clients with questions about a particular proxy can contact Cheryl Davidson at  cheryl.davidson@investresolve.com or 416-572-5474.

Item 18 – Financial Information

A registered investment adviser is required to provide certain financial information or disclosures about its financial condition. ReSolve has no financial commitment that impairs its ability to meet contractual or fiduciary commitments to clients, and ReSolve has not been the subject of a bankruptcy proceeding.