RESOLVE ASSET MANAGEMENT INC.

Form ADV Part 2A ReSolve Asset Management Inc. Item 1 – Cover Page ReSolve Asset Management Inc. 401 Bay Street, 16th Floor, Toronto, Canada M5H 2Y4 Phone: 416-572-5474 Website: www.investresolve.com December 31, 2024 of this brochure, please contact us at 416-572-5474 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 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. 1  Form ADV Part 2A ReSolve Asset Management Inc. Item 2 – Material Changes This Form ADV Part 2A brochure dated December 31, 2024, 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, 2023. The changes include the following: • Item 4: The “Advisory Business” section was updated to reflect the renaming of the Rational/ReSolve Adaptive Asset Allocation Fund to the Return Stacked® Balanced Allocation & Systematic Macro Fund. • Item 8: The “Methods of Analysis, Investment Strategies and Risk of Loss” section was updated to include a description of the ReSolve Carry Strategy, which is now accessible to separately managed accounts. • Item 11: The “Code of Ethics” section was updated to reflect new pre-clearance requirements for personal trades that were adopted in 2024. 2  Form ADV Part 2A ReSolve Asset Management Inc. Item 3 – Table of Contents Item 1 – Cover Page ................................................................................................................................................ 1 Item 2 – Material Changes ....................................................................................................................................... 2 Item 3 – Table of Contents ...................................................................................................................................... 3 Item 4 – Advisory Business ..................................................................................................................................... 4 Item 5 – Fees and Compensation ............................................................................................................................ 5 Item 6 – Performance-Based Fees ............................................................................................................................ 5 Item 7 – Types of Clients ......................................................................................................................................... 5 Item 8 - Methods of Analysis, Investment Strategies and Risk of Loss .......................................................... 6 Item 9 – Disciplinary Information .......................................................................................................................... 10 Item 10 – Other Financial Industry Activities and Affiliations ............................................................................... 11 Item 11 – Code of Ethics ....................................................................................................................................... 11 Item 12 – Brokerage Practices ............................................................................................................................... 13 Item 13 – Review of Accounts ............................................................................................................................... 13 Item 14 – Client Referrals and Other Compensation .............................................................................................. 13 Item 15 – Custody ................................................................................................................................................. 14 Item 16 – Investment Discretion ............................................................................................................................ 14 Item 17 – Voting Client Securities ......................................................................................................................... 14 Item 18 – Financial Information ............................................................................................................................ 14 3  Form ADV Part 2A ReSolve Asset Management Inc. 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 (“U.S.”) 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. ReSolve serves as: • Sub-advisor to the Systematic Macro Strategy component of the Return Stacked® Balanced Allocation & Systematic Macro Fund’s portfolio, (formerly, the Rational/ReSolve Adaptive Asset Allocation Fund) (“Rational Fund”), a mutual fund registered under the Investment Company Act of 1940. Rational 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 strategies. • Investment fund manager, portfolio advisor and principal distributor of multiple investment funds in Canada. • Portfolio manager to private clients and institutional accounts in Canada. 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, 2024, ReSolve had approximately $71 million of U.S. regulatory assets under management on a discretionary basis, and approximately $23 million of U.S. regulatory assets under management on a non-discretionary basis. These assets represented approximately 55% of the total assets managed by ReSolve. Additionally, as of December 31, 2024, ReSolve managed approximately $77 million of assets on a discretionary and nondiscretionary basis for non-U.S. clients through its Canadian business. These assets represented approximately 45% of the total assets managed by ReSolve. 4  Form ADV Part 2A ReSolve Asset Management Inc. Item 5 – Fees and Compensation Fees for Separately Managed Accounts As compensation for its discretionary advisory services, ReSolve charges a management fee between 0.60% and 2.42% per annum. The fee is accrued daily and paid monthly, in arrears, generally during the first week of the following month. The management fee is calculated on the account net asset value (“Net Asset Value”), which is the value of the actual assets in the account minus the value of the liabilities in the account, determined in accordance with International Financial Reporting Standards. 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 Rational Fund, ReSolve is paid a sub-advisory fee not to exceed 0.21875%, annualized, of average daily net assets of Rational 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. Potential investors should review the prospectus and Statement of Additional Information (“SAI”) of the Rational Fund for additional information on ReSolve’s compensation. 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. Currently, ReSolve does not invest in ETFs on behalf of its clients in the U.S. 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 securities transactions. (Item 12 provides more information on our brokerage practices.) Mutual funds and ETFs also charge internal management fees, which are disclosed in the fund’s offering documents. Item 6 – Performance-Based Fees ReSolve does not charge performance-based fees to clients who invest in separately managed accounts. 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 $1,000,000 for a separately managed account. In addition, 5  Form ADV Part 2A ReSolve Asset Management Inc. ReSolve provides commodity trading advice pursuant to an exemption under 4.7 of 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 the Rational Fund. See the fund’s offering documents for more information on minimum investment requirements. Item 8 - Methods of Analysis, Investment Strategies and Risk of Loss ReSolve manages portfolios 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. Systematic futures strategies are available through private investment fund vehicles and through separately managed accounts. 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 6  Form ADV Part 2A ReSolve Asset Management Inc. 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 7  Form ADV Part 2A ReSolve Asset Management Inc. 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. Investment and Trading Risks in General Inherent in any investment in securities is the risk of losing the invested capital. 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 discussed below, ReSolve is not limited to any specific policies or requirements for diversification or risk mitigation. 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 the ETF’s 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. 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. 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. Market Risk Market risk is the risk that the price of securities will fall. Historically, the price of equity securities has 8  Form ADV Part 2A ReSolve Asset Management Inc. 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. Pandemic 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 impact of a pandemic or personnel on a temporary or long-term basis due to illness or other reasons. The full disease outbreaks is unknown, which could result in a high degree of uncertainty for potentially extended periods of time. 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. 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. Futures Contracts 9  Form ADV Part 2A ReSolve Asset Management Inc. 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 the failure, closure or disruption of futures exchanges, clearing houses and counterparties. Futures contract gains and losses are marked-to-market daily for the purposes 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. Data, 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. Item 9 – Disciplinary Information 10  Form ADV Part 2A ReSolve Asset Management Inc. 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 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 Client’s investment objectives, policies and any disclosures made to Clients; 11  Form ADV Part 2A ReSolve Asset Management Inc. • 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 inappropriate 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 own. 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 thereunder. 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 12  Form ADV Part 2A ReSolve Asset Management Inc. 4. Reporting any violations of the Code and the action taken by the Chief Compliance Officer to ReSolve’s management team. 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 Chief Compliance Officer 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 confirmations and monthly account statements from their broker reflecting all transactions made by ReSolve. Clients are encouraged to review these confirmations immediately upon receipt 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 13  Form ADV Part 2A ReSolve Asset Management Inc. 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. Each client will receive confirmations and monthly account statements from their brokerage firm reflecting transactions executed by ReSolve. These records should be reviewed immediately upon receipt and should be retained for future reference. Item 16 – Investment Discretion At the outset of an advisory relationship with a managed account, ReSolve obtains a completed investment management agreement from the client. The investment management agreement grants discretionary authority to ReSolve to select the identity and amount of securities and 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. questions about a particular proxy can contact Cheryl Davidson at Clients with 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. 14 

Part 2B of Form ADV: Brochure Supplement Item 1 – Cover Page Part 2B of Form ADV: Brochure Supplement ReSolve Asset Management Inc. 401 Bay Street, Suite 1600 Toronto, Ontario M5H 2Y4 www.investresolve.com Andrew Butler, PhD, CFA Richard Laterman, CFA This Brochure Supplement provides information on our personnel listed above and supplements the ReSolve Asset Management Inc. (“ReSolve”) Brochure. You should have received a copy of that brochure. If you have not received our firm’s Brochure, have any questions about professional designations or about any content of this supplement, please contact Cheryl Davidson at 416- 572-5474. This Brochure Supplement is dated December 31, 2024.  Andrew Butler, PhD, CFA Chief Investment Officer Item 2 – Education Background and Business Experience Year of Birth: 1990 Designations: CFA (Chartered Financial Analyst), 2018 Education: PhD, Department of Mechanical and Industrial Engineering, University of Toronto, 2022 M.A., Applied Mathematics, York University, 2014 Honours B.Sc., Applied Mathematics & Physics, Memorial University, 2013 Business Background: ReSolve Asset Management Inc. • Chief Investment Officer • Head of Quantitative Research • Quantitative Analyst 2022 – Present 2015 – 2022 2014 – 2015 Andrew Butler leads the research, development and implementation of ReSolve’s machine learning and portfolio optimization ecosystem. Andrew Butler is an expert in several domains of mathematical optimization and has over 10 years of practical experience in the development and application of optimization and machine learning principles of solving difficult problems in engineering and finance. Andrew Butler has been a portfolio manager with ReSolve since 2020. Andrew is registered with the Commodity Trading Futures Commission as an Associated Person and as a Principal, this registration is administered by the National Futures Association; Andrew’s Canadian registrations include Commodity Trading Manager – Advising Representative (Ontario) and officer responsible for derivatives (futures) (Quebec). Item 3 – Disciplinary Information Andrew Butler has never had any disciplinary disclosures to be reported. Item 4 – Other Business Activities Andrew Butler is currently not actively engaged in any other investment related business or occupation. Item 5 – Additional Compensation None. Item 6 – Supervision Andrew Butler is Chief Investment Officer of ReSolve and is responsible for day-to-day investment decisions for portfolios managed by ReSolve. Andrew Butler reports directly to Cheryl Davidson, who is President and Chief Compliance Officer. Please contact Cheryl Davidson at 416-572-5474 should you have any questions regarding ReSolve’s supervision or compliance practices.  Richard Laterman, CFA Portfolio Manager Item 2 – Education Background and Business Experience Year of Birth: 1984 Designations: CFA (Chartered Financial Analyst), 2013 Education: Bachelor Economics, Pontificia Universidade Catolica do Rio de Janeiro, 2007 Business Background: ReSolve Asset Management Inc. Portfolio Manager Canepa Asset Brasil Infraprev Previdencia Privada Banco Fator Equity Analyst and Partner Equity Portfolio Manager Sales Trader 2022 – Present 2013 – 2016 2012 – 2013 2008 - 2012 Richard Laterman is primarily responsible for business development by developing sales and marketing collateral and engaging directly with clients and prospective clients. He also oversees client reporting and is lead author of the monthly and quarterly client communications. Richard Laterman contributes to product development, attends research meetings, and reviews and communicates changes to investment strategies. Richard is registered with the Commodity Trading Futures Commission as an Associated Person, this registration is administered by the National Futures Association. Richard is also registered in several Canadian provinces as a portfolio manager. Item 3 – Disciplinary Information Richard Laterman has never had any disciplinary disclosures to be reported. Item 4 – Other Business Activities Richard Laterman is currently not actively engaged in any other investment related business or occupation. Item 5 – Additional Compensation None. Item 6 – Supervision Richard Laterman is Portfolio Manager at ReSolve and is responsible for advisory, marketing and business development duties. Richard Laterman reports directly to Andrew Butler, who is Chief Investment Officer. Please contact Cheryl Davidson at 416-572-5474 should you have any questions regarding ReSolve’s supervision or compliance practices.