A. General Description of Advisory Firm
The Adviser, Unio Capital LLC, is a Delaware limited liability company that was formed
in March 2012. It is owned by its members and controlled by John Allison (the “Principal Owner”). The
board of managers of the Adviser has ultimate responsibility for its management, operations, and
investment decisions.
B. Description of Advisory Services
1. Advisory Services
The Adviser provides discretionary investment advisory services to (1) a private fund,
Unio All-Seasons Fund LLC (the “Fund”), and (2) a variety of clients on a separately managed account
(“Managed Account”) basis.
Fund
The Adviser serves as the investment manager and provides discretionary investment
supervisory services to the Fund. The Adviser’s services are provided to the Fund pursuant to the terms of
an investment management agreement between the Adviser and the Fund, which is managed in
accordance with the applicable investment strategy described below in Item 8 and the methodology
described in its confidential private placement memorandum and related offering documents (the
“Offering Documents”). The terms applicable to investors in the Fund are detailed in the Fund’s
confidential Offering Documents, which are provided to prospective investors. The Fund does not offer
interests to the public. Fund interests are offered only in private placements to qualified investors.
Managed Accounts
Clients establish Managed Accounts with the Adviser by depositing funds or securities
into separate accounts maintained by qualified independent custodians and granting the Adviser
discretionary authority to invest such funds pursuant to each client's investment management agreement
(“IMA”) and other account documentation with the Adviser. Clients may terminate an IMA subject to the
applicable notice provisions.
This Brochure generally includes information about the Adviser and its relationships
with its clients and affiliates. While much of this Brochure applies to all of those clients and affiliates,
there is information included in this document that only applies to specific clients or affiliates, as the
context permits.
2. Investment Strategies and Types of Investments
The descriptions set forth in this Brochure of specific advisory services that the Adviser
offers to clients and investment strategies pursued and investments made by the Adviser on behalf of its
clients should not be understood to limit in any way the Adviser’s investment activities. The Adviser may
offer any advisory services, engage in any investment strategy and make any investment, including any
not described in this Brochure, that the Adviser considers appropriate, subject to each client’s investment
objectives and guidelines. The investment strategies the Adviser pursues are speculative and entail
substantial risks. Clients should be prepared to bear a substantial loss of capital. There can be no
assurance that the investment objectives of any client will be achieved.
In seeking to achieve the Fund’s objectives, the Adviser may use any investment strategy,
long or short, in the global marketplace that it believes will enhance overall performance, particularly
over the long term, and, except as described in the Fund’s Offering Documents, there are no restrictions
on the securities or other financial instruments that may be used by the Fund. The Fund invests and
reinvests its assets primarily within a broad range of publicly traded securities, including, without
limitation, in all sectors of U.S. and non-U.S. equities, real estate investment trusts, options, exchange-
traded funds, American Depository Receipts, debt securities, which include, but are not limited to,
corporate bonds, as well as U.S. Treasuries, and any other types of securities that provide exposure to
various other assets, as determined by the Adviser. The Fund invests in the equity of companies generally
considered to be mega- and large-capitalization companies as well as those considered to be small or
medium‐capitalized companies. As a group, the equity securities the Fund invests in tend to be highly
liquid. The Fund may invest in investment opportunities across geographic regions but typically focuses
on developed markets.
The Fund has no overarching strategy or asset allocation model that specifies what
percentage of its portfolio should be invested in each investment category. The Fund may hold cash or
invest in cash equivalents for short-term investments. The cash equivalents in which the Fund may invest
include but are not limited to: obligations of the U.S. Government, its agencies or instrumentalities (U.S.
Government Securities; U.S. Treasury Bills); commercial paper; and repurchase agreements, money
market mutual funds, and certificates of deposit and bankers’ acceptances issued by domestic branches of
U.S. banks that are members of the Federal Deposit Insurance Corporation. The Fund’s allocation among
different investment categories is a function of their potential risk and reward compared with available
opportunities in the marketplace. Accordingly, if the Adviser believes that there is not sufficiently good
value in any securities suitable for investment of the Fund’s capital, all such capital may be held in cash
and cash equivalents on an ongoing basis.
To effect the Fund’s investment program, the Adviser intends to concentrate the Fund’s
assets in a relatively limited number of investments because the Adviser believes that (1) there are a
limited number of sufficiently attractive investments available in the marketplace at any one time, and (2)
investing in a relatively modest number of attractive investments about which it has detailed knowledge
provides a better opportunity to deliver superior risk-adjusted returns when compared with a large
diversified portfolio of investments it can know less well. As a result, the Adviser intends to invest the
substantial majority of the Fund’s capital in no more than twenty-five (25) core investments.
Managed Accounts are invested pursuant to a discretionary model investment strategy,
typically the Unio Concentrated Equity strategy. For certain clients, the Adviser may provide one or more
variants of this strategy, which may cover a broader or different range of potential investment
opportunities and securities.
The Adviser does not provide financial planning services. Clients and their consultants
determine that one of the Adviser’s strategies is appropriate for their circumstances. The Adviser does not
advise clients on their overall financial plan, but solely advises clients as to the portion of their assets for
which the Adviser has been given discretionary management, in accordance with its investment strategy.
Further, the Adviser does not take into consideration clients’ assets or investments outside of those
assigned to its management or its recommendation. The decision to engage the Adviser’s services is that
of the client and/or the client’s investment adviser or consultant, and therefore it is up to each client
and/or investment adviser or consultant to determine whether the Adviser’s investment strategy is
appropriate for the client’s specific situation upon considering the Adviser’s strategy and its
implementation, and the associated investment risks. Clients are responsible for informing the Adviser of
any changes to their investment objectives, individual needs, and/or restrictions. The Adviser does not
assume any responsibility for the accuracy of the information provided by the client.
In seeking to achieve each Managed Account’s objectives, the Adviser may use any
investment strategy that it believes will enhance overall performance, particularly over the long term and,
except as described in each client's IMA, there are no restrictions on the securities or other financial
instruments that may be used by the Adviser. Generally, the Adviser prefers investments in high quality
US and foreign companies whose securities are publicly
traded on US exchanges. Investments in US
companies are typically equity securities traded in the US. US American Depository Receipts may also be
owned. The price of American Depository Receipts may materially differ from the price of the same
company’s shares trades on a local exchange. Equity securities include, but are not limited to, common
stocks, preferred stocks, securities convertible into common stocks, rights, and warrants.
The Adviser has no overarching strategy or asset allocation model that specifies what
percentage of a Managed Account’s portfolio should be invested in each investment category. The
Adviser may hold cash or cash equivalents in a Managed Account for various reasons including as a
residual of model weightings, for account cash management purposes, or as a temporary defensive
investment position, or when, in its opinion, market conditions limit investment opportunities meeting the
standards it has established for investments. The Adviser may assume a temporary defensive position by
investing all or a portion of a Managed Account’s assets in cash, cash equivalents, money market
instruments, or securities of other no-load mutual funds. If the Adviser invests in shares of a mutual fund,
clients will bear the advisory and other fees of the mutual fund.
The Adviser generally limits Managed Account portfolios to a relatively concentrated
group of investments because the Adviser believes that (1) there are a limited number of sufficiently
attractive investments available in the marketplace at any one time, and (2) investing in a relatively
modest number of attractive investments about which it has detailed knowledge provides a better
opportunity to deliver superior risk-adjusted returns when compared with a large diversified portfolio of
investments it can know less well. As a result, The Adviser intends to invest the substantial majority of
each portfolio’s capital in no more than twenty-five (25) core investments.
C. Availability of Customized Services for Managed Accounts.
Though client accounts are managed independently, the Adviser uses a similar
investment approach for substantially all Managed Accounts invested in each particular strategy. The
Adviser manages portfolios to a model with the intention that all Managed Account portfolios invested in
a particular strategy have largely the same securities with roughly similar weightings with the aim of
minimizing dispersion and providing similar investment results across accounts over time.
However, not all Managed Accounts will match the relevant model investment strategy at
all times. The inception date of a Managed Account may cause significant differences from the relevant
model investment strategy and the differences could last for a considerable period of time. There is no set
time in which a new Managed Account will match the model portfolio and there are a number of factors
that could result in the holdings or weightings in a Managed Account materially differing from the
holdings or weightings in the model portfolio, which include, but are not limited to:
i. A Managed Account differing from the model investment strategy while the Adviser is
executing investment changes to a model investment strategy;
ii. Timing of contributions, distributions, and/or new account opening while the Adviser is
executing changes to a model;
iii. A Managed Account holding “legacy securities” not in the model portfolio;
iv. A client imposing, and the Adviser accepting, a reasonable restriction on one or more
security held in an account;
v. Size of the account and its relative ability to purchase certain securities in certain
weightings.
As a fully discretionary investment manager, the Adviser’s investment results depend on
its exercising full discretion over its strategies. Client-imposed restrictions can cause an account to differ
from the model investment strategy, which will affect investment performance. A client may impose
reasonable restrictions on the management of its account, including restricting the purchase of particular
securities or types of securities, provided that the Adviser accepts such restrictions and it believes the
restrictions can be accommodated operationally and the portfolio can be managed consistent with those
restrictions. The determination as to what is a reasonable restriction is solely the Adviser’s. Investment
guidelines and restrictions must be provided to the Adviser in writing. The Adviser considers client
restrictions on a case‐by‐case basis while reserving the right to accept or reject them in its sole discretion.
The Adviser generally accepts client restrictions that are deemed reasonable in light of the strategy,
internal investment guidelines, and operational setup; and rejects client restrictions that are deemed
detrimental to the implementation of the investment strategy, that significantly deviate from the Adviser’s
internal guidelines, or that it finds operationally burdensome. To the extent that a client imposes a
restriction that would impact the Adviser’s ability to implement its strategy for that account, the Adviser
reserves the right to reject, refuse to manage, or liquidate the account. Clients are responsible for
notifying the Adviser of any changes to their restrictions.
When the Adviser provides its investment strategy with respect to less than all of the
client’s investable assets under its purview, the objectives, risk, time horizon, and similar factors used to
inform the Adviser’s model strategy will be those that apply to that portion of the client’s investable
assets for which the Adviser’s strategy is applied. Factors applying to client assets outside of the model
strategy may, and very likely will, be different. As a result, the investment performance of client assets
following the fully discretionary model strategy will be different from the investment performance of
client assets not following that strategy. In the same way, the investment performance of client assets in
an account with a mix of the Adviser’s strategy and other securities outside that strategy will be different
from the performance that would have been produced if the Adviser’s strategy alone had been applied to
the account.
It is important to note that as the Adviser may advise clients with respect to the same or
similar securities, there may be timing differences related to the transmission of advice to clients and a
subsequent determination of whether to act on that advice. The Adviser may execute trades for clients in
advance of it communicating with other clients (i.e., custodian issues) about those trades. As a result,
these clients may receive prices that are less favorable than prices obtained for other clients. In other
cases, the Adviser may decide to separate advice for types of clients (the Fund vs Managed Accounts).
These client accounts may also not track the Adviser’s model investment strategy.
This section is not exhaustive of all possible reasons why a Managed Account may not
match the relevant model investment strategy.
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The Adviser generally does not participate in class-actions.
The Adviser does not participate in wrap-fee programs.
All accounts are managed on a discretionary basis. As of December 31, 2023, the Adviser
had approximately $219,755,889 in regulatory assets under management. The Adviser does not manage
assets on a non-discretionary basis.
This Brochure does not constitute an offer to sell or solicitation of an offer to buy any
securities. The securities of the Fund are offered and sold on a private placement basis under exemptions
promulgated under the Securities Act of 1933 and other applicable state, federal, or non-U.S. laws.
Significant suitability requirements apply to prospective investors in the Fund. Persons reviewing this
Brochure should not construe this as an offer to sell or a solicitation of an offer to buy the securities of the
Fund described herein. Any such offer or solicitation will be made only by means of a confidential private
placement memorandum.