Resolute Capital Asset Partners LLC

Item 5: Fees and Compensation
Fees charged by the Advisor are generally not negotiable. Fees may be waived by the Advisor
in its discretion. Resolute Capital Asset Partners, LLC, in its role as General Partner of the
Resolute Fund, has the discretion to waive the fees of a Limited Partner.

Management Fees

With respect to the Resolute Fund, the Advisor may receive a management fee of up to
1.50% per annum of the net asset value of each Limited Partner of the Resolute Fund, as
determined by the General Partner in its discretion in accordance with the Limited
Partnership Agreement. The amount due each month is one-twelfth of the applicable annual
rate of the Limited Partner's capital account at the beginning of each month. Fees are
collected from the Resolute Fund upon approval by the General Partner.

Advisory Clients advised through Fios Capital LLC, including Fios Partners, LLC, Fios Venture
Holdings LLC, Fios Healthcare Ventures LLC, and Fios Yellowstone SPV, LLC, do not pay a
management fee.

Refundable Fees

With respect to the Resolute Fund, upon termination of the applicable advisory agreement, any
prepaid, unearned fees will be promptly refunded, subject to any transaction expenses associated
with the liquidation of an account.

Performance Fees

With respect to the Resolute Fund, the Advisor charges a performance-based fee in accordance with
the applicable governing documents. As reflected in the Resolute Fund’s governing documents,
different classes of Limited Partners may be subject to different incentive allocation terms.

Other Fees and Expenses
In addition to the management fees and performance fees charged by the Advisor with respect to the
Resolute Fund each of the funds advised by Fios Capital, LLC, each Limited Partner is responsible
for certain operating expenses related to its investment. The Limited Partner Agreements specify the
operating expenses to be borne by each fund and its Limited Partners.

In addition to the advisory fees described above with respect to the Resolute Fund, the Resolute
Fund and its investors are also responsible for the fees and expenses charged by custodians and
imposed by broker-dealers, including, but not limited to, any transaction charges imposed by a
broker-dealer with which an investment manager effects transactions for the Resolute Fund's
account(s).

In connection with sourcing certain privately negotiated investment opportunities, the Advisor's
Advisory Clients, including the Resolute Fund and Advisory Clients advised through Fios Capital
LLC, may pay fees to unaffiliated third-party placement agents or intermediaries. Such fees may

include a one-time upfront facilitation or placement fee as well as performance-based compensation
payable to the intermediary contingent upon the returns generated by the relevant investment
following a liquidity event, such as an initial public offering or sale. These fees are paid from
Advisory Client assets and are borne pro rata by all investors in the relevant Advisory Client,
including the Advisor or its affiliates to the extent they are investors in such vehicle, thereby
reducing net returns. In the case of the Resolute Fund, investors should be aware that performance-
based compensation payable to an unaffiliated third-party intermediary in connection with a specific
private investment may result in a layered fee structure on that investment, as investors may also
bear the Advisor's own performance-based compensation calculated at the overall fund level.

Item 6: Performance Fees and Side by Side Management
The Advisor receives a performance fee (incentive allocation) from the Resolute Fund. The calculation
of the performance fee is disclosed in the Limited Partner Agreement. The Resolute Fund’s governing
documents provide for different incentive allocation terms for Founder Limited Partners and Class A
Limited Partners, including differences in the application of the annual return hurdle. Performance
fees are deducted from each individual Limited Partner account of the Resolute Fund upon calculation
by the Administrator and approval by the General Partner.

Conflicts Related to Performance Fees

Certain conflicts are inherent to the existence of performance fees. These conflicts can become
more prevalent when certain accounts are charged performance fees while others are not. The
Advisor has established a Code of Ethics in which the Advisor outlines its fiduciary duty to act
in the best interest of its Advisory Clients at all times. The Advisor further seeks to mitigate these
risks whenever possible through policies and procedures.

Incentive to Take More Risk Where Performance Fees are Available
One risk inherent to the existence of performance fees is the incentive for the Advisor to take greater
risks in hopes of earning greater performance fees.

The Advisor seeks to mitigate this risk in a variety of ways. The use of a high-water mark by the
Advisor creates an incentive to balance risk and reward potential as any losses by Advisory
Clients will need to be regained before incentive fees are received. The Advisor also regularly
monitors the risk of individual investments and the portfolio of each Advisory Client as a whole
and has established general guidelines for reviewing investments that have lost value.

Item 7: Types of Clients

The Advisor generally serves pooled investment vehicles.

Pooled Investment Vehicles

The Advisor provides advisory services to pooled investment vehicles that are: (i) structured to
operate pursuant to exclusions from registration under the Investment Company Act of 1940, as
amended (the “1940 Act”); or (ii) otherwise not subject to registration under the 1940 Act. Interests
in these pooled investment vehicles are typically offered in transactions exempt from registration

under the Securities Act of 1933, as amended (the “1933 Act”), in accordance with private
placement exemptions available under Regulation D and Section 4(a)(2) of the 1933 Act.

As a consequence, investors in a particular pooled investment vehicle must typically meet certain
financial and suitability criteria. Depending on the vehicle, investors could be required to qualify
as “accredited investors,” “qualified clients,” and/or “qualified purchasers.” The applicable
eligibility criteria are set forth in the subscription and governing documents of the relevant
investment vehicle.

Investors in the Resolute Fund are subject to an account minimum investment of $5,000,000,
which may be waived in certain circumstances at the sole discretion of the Advisor in its role as
General Partner of the Resolute Fund. Other pooled investment vehicles advised by the Advisor
or its affiliated relying adviser may have different minimum investment requirements or eligibility
standards, as set forth in their respective governing documents.