A. Description of the Advisory Firm Seldon Capital LLC (“Seldon”), a Delaware limited liability company, is an investment adviser that was formed on January 31, 2019. Matthew Fong is the principal owner and Managing Member of Seldon. B. Types of Advisory Services Seldon provides investment advice and portfolio management services to separate accounts, including individuals, small businesses, and business and institutional clients (the “Clients”). Seldon may decide in the future to provide services to additional types of clients. Client relationships are governed by a written Investment Management Agreement (the “Advisory Agreement”) executed by both Seldon and the Client. Seldon will, at the direction of the Client, provide investment advice and portfolio management services with the objective of compounding capital over the long-term seeking high risk-adjusted returns. Seldon may also, at the direction of the Client, engage in financial planning services which incorporates the Client’s other assets, including balance sheet, cash flow, tax and insurance analysis. Seldon may advise on Client’s assets not managed by the Firm, as well as potential investment situations presented by the Client for the Firm’s review. Seldon may also make available to Client or introduce Client to other investment firms that provide services beyond Seldon’s capabilities and expertise. C. Client Tailored Services and Client Imposed Restrictions Seldon provides investment advisory services in accordance with the investment objectives of the Client. Generally, Seldon has the authority to select which and how many securities and other instruments to buy or sell without consultation with the Clients. D. Wrap Fee Programs Seldon does not participate in wrap fee programs. E. Amounts Under Management
Discretionary Amounts: Non-Discretionary Amounts: Date Calculated:
$106,648,865 $0 June 14, 2019 please register to get more info

A. Fee Schedule The fees and compensation payable to Seldon are non-negotiable and may vary among its Clients. The range of compensation is generally as follows: Clients will typically pay Seldon a quarterly asset-based management fee, generally up to 2.0% (the “Management Fee”). The Management Fee applicable to each Client is dependent on a number of factors, including the amount of the Client’s assets under management with Seldon. The expenses of the Clients, including the management fee, may constitute a higher percentage of average net assets than would be found in other investment programs. Seldon may, in its sole discretion, reduce, waive or calculate differently the management fee with respect to any Client. B. Payment of Fees The Management Fee will be charged quarterly in advance, based on the value of each Client’s account on the last day of the prior quarter. If the Client makes additional capital contributions to the account or withdraws assets from the account, the Management Fee will be prorated accordingly for that quarter. The Management Fee is deducted from Client assets and is withdrawn at the beginning of each quarter. C. Third-Party Fees The Clients shall pay such costs and expenses as Seldon shall reasonably determine to be necessary, appropriate, advisable or convenient to realize each Client’s investment objective, including but not limited to: (i) management fees; (ii) all general investment expenses; (iii) all operating and administration expenses, including but not limited to, all custodial fees, accounting, brokerage commissions, clearing fees, borrowing charges, interest on margin and other borrowings, and withholding or transfer taxes incurred in connection with the Client’s account; and (iv) such other expenses as may be set forth in each Client’s Advisory Agreement. Seldon’s fees are exclusive of brokerage commissions, transaction fees, and other related costs and expenses which shall be incurred by the Clients. Such charges, fees and commissions are exclusive of and in addition to Seldon’s management fee, and Seldon shall not receive any portion of these commissions, fees, and costs. Please see Item 12 of this Brochure regarding brokerage. D. Prepayment of Fees Seldon does not require prepayment of fees. If a Client makes additional capital contributions to the account or withdraws assets from the account, the Management Fee will be prorated accordingly for that quarter. E. Outside Compensation for the Sale of Securities Neither Seldon nor its supervised persons accepts compensation for the sale of securities or other investment products outside of its association with Seldon.
The foregoing discussion in Item 5 represents Seldon’s basic compensation arrangements.
The management fees described above are structured to comply with Rule 205-3 under the
Advisers Act and applicable state laws. Fees and other compensation are negotiable in certain
circumstances and arrangements with any particular Client may vary. Although Seldon
believes its fees are competitive, lower fees for comparable services may be available from
other investment advisers. please register to get more info

Seldon does not charge performance-based fees. please register to get more info

Seldon provides investment advice and portfolio management services to separate accounts, including individuals, high net individuals (including their IRAs), pension and profit-sharing plans (including 401ks), small businesses, and business and institutional clients. Seldon may in the future provide the same or similar services to other types of clients. please register to get more info

A. Methods of Analysis Seldon utilizes a combination of quantitative and fundamental analysis. Seldon’s quantitative analysis uses mathematical and statistical methods to seek to uncover signals with predictive value. Seldon’s fundamental analysis aims to identify important drivers of returns not captured by quantitative signals and applies these drivers within mental models that have been useful over long periods of time. B. Investment Strategies Seldon’s investment objective aims to compound capital over the long-term with high risk-adjusted returns. Seldon manages two core strategies – an asset allocation strategy and an absolute return strategy, primarily by investing in equity and fixed-income securities, including but not limited to, global public stocks, bonds, interest rate swaps, credit, currencies, commodity futures, exchange traded funds, investments in private companies and investments in private funds. In addition, Seldon may make investments in other types of securities or transactions that it deems appropriate for the account, including but not limited to, over-the-counter securities; foreign issues; options; and/or warrants. C. Risks of Investments and Strategies Utilized
Investing in securities involves risk of loss that Clients should be prepared to bear.
Investment and trading risk factors may include: General Investment and Trading Risks. Clients may invest in securities and other financial instruments using strategies and investment techniques with significant risk characteristics. The investment program utilizes such investment techniques as option transactions, margin transactions, short sales, leverage and derivatives trading, the use of which can, in certain circumstances, maximize the adverse impact to which a Client may be subject. Common Stocks and Equity-Related Securities. Prices of common stock react to the economic condition company that issued the security, industry and market conditions, and other factors and may fluctuate widely. Investments related to the value of stocks may rise and fall based on an issuer’s actual and anticipated earnings, changes in management, the potential for takeovers and acquisitions, and other economic factors. Similarly the value of other equity-related securities, including preferred stock, warrants and options may also vary widely. Small- and Mid-Cap Risks. Securities of small-cap issuers may present greater risks than those of large-cap issuers. For example, some small- and mid-cap issuers often have limited product lines, markets, or financial resources. They may be subject to high volatility in revenues, expenses and earnings. Their securities may be thinly traded, may be followed by fewer investment research analysts and may be subject to wider price swings and thus may create a greater chance of loss than when investing in securities of larger-cap issuers. The market prices of securities of small- and mid- cap issuers generally are more sensitive to changes in earnings expectations, to corporate developments and to market rumors than are the market prices of large-cap issuers. Convertible Securities. The investment value of a convertible security is influenced by changes in interest rates, with investment value declining as interest rates increase and increasing as interest rates decline. The credit standing of the issuer and other factors may also have an effect on the investment value of convertible securities. The conversion value of a convertible security is determined by the market price of the underlying common stock. To the extent the market price of the underlying common stock approaches or exceeds the conversion price, the price of the convertible security will be increasingly influenced by its conversion value. A convertible security may be subject to redemption at the option of the issuer at a price established in the convertible security’s governing instrument. If a convertible security is called for redemption, a client will be required to permit the issuer to redeem the security, convert it into the underlying common stock or sell it to a third-party. Any of these actions could have an adverse effect on the client’s ability to achieve its investment objective. Exchange Traded Funds. Exchange traded funds (“ETFs”) are a type of index fund bought and sold on a securities exchange. The risks of owning an ETF generally reflect the risks of owning the underlying securities they are designed to track, although lack of liquidity in an ETF could result in it being more volatile and ETFs have management fees that increase their costs. ETFs are also subject to other risks, including: (i) the risk that their prices may not correlate perfectly with changes in the underlying index; and (ii) the risk of possible trading halts due to market conditions or other reasons that, in the view of the exchange upon which an ETF trades, would make trading in the ETF inadvisable. Investments in Private Funds. If a Client invests in private funds, the Client is subject to the risks of the underlying funds’ investments and subject to the underlying funds’ expenses. There can be no assurance that the other funds will achieve their objectives or avoid substantial losses. Futures, Commodities and Derivative Investments. The prices of commodities contracts and derivative instruments, including futures and options, are highly volatile. Payments made pursuant to swap agreements may also be highly volatile. Price movements of commodities, futures and options contracts and payments pursuant to swap agreements are influenced by, among other things, 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 and policies. The value of futures, options and swap agreements also depends upon the price of the commodities underlying them. In addition, client assets are also subject to the risk of the failure of any of the exchanges on which its positions trade or of its clearinghouses or counterparties. Highly Volatile Markets. The prices of financial instruments can be highly volatile. Price movements of forward and other derivative contracts are influenced by, among other things, 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 and policies. Clients are also subject to the risk of failure of any of the exchanges on which their positions trade or of its clearinghouses. Use of Leverage and Financing. A Client may pledge its securities in order to borrow additional funds for investment purposes. Any event which adversely affects the value of an investment by the Client would be magnified to the extent the Client is leveraged. The cumulative effect of the use of leverage by a Client in a market that moves adversely to the Client’s investments could result in a substantial loss that would be greater than if the client were not leveraged. Hedging Transactions. While a Client may enter into hedging transactions to seek to reduce risk, such transactions may result in a poorer overall performance for the Client than if it had not engaged in any such hedging transactions. For a variety of reasons, Seldon may not seek to establish a perfect correlation between such hedging instruments and the portfolio holdings being hedged. Such imperfect correlation may prevent a Client from achieving the intended hedge or expose the Client to risk of loss. Derivatives and Hedging. Derivatives are financial instruments or arrangements in which the risk and return are related to changes in the value of other assets, reference rates or indices. A Client’s ability to profit or avoid risk through investment or trading in derivatives will depend on Seldon’s ability to anticipate changes in the underlying assets, reference rates or indices. Short Selling. Short selling involves selling securities which are not owned and borrowing them for delivery to the purchaser, with an obligation to replace the borrowed securities at a later date. Short selling allows the investor to profit from declines in market prices to the extent such decline exceeds the transaction costs and the costs of borrowing the securities. A short sale creates the risk of a theoretically unlimited loss, in that the price of the underlying security could theoretically increase without limit, thus increasing the cost to the Client of buying those securities to cover the short position. There can be no assurance that the securities necessary to cover a short position are available for purchase at or near prices quoted in the market. Purchasing securities to close out the short position can itself cause the price of the securities to rise further, thereby exacerbating the loss. Forward Trading. Forward contracts and options thereon, unlike futures contracts, are not traded on exchanges and are not standardized; rather banks and dealers act as principals in these markets, negotiating each transaction on an individual basis. Forward and “cash” trading is substantially unregulated; there is no limitation on daily price movements and speculative position limits are not applicable. Disruptions can occur in any market due to unusually high trading volume, political intervention or other factors. Market illiquidity or disruption could result in major losses. Limited Diversification. Investments may be primarily focused geographically in certain countries. Furthermore, broad diversification of investments in number or by industry or geography is not a primary investment of Seldon. This limited diversity could expose Clients to losses disproportionate to market movements in general if there are disproportionately greater adverse price movements in those investments. Non-U.S. Securities. Investments in securities of non-U.S. issuers pose a range of potential risks which could include expropriation, confiscatory taxation, imposition of withholding or other taxes on dividends, interest, capital gains or other income, political or social instability, illiquidity, price volatility and market manipulation. In addition, less information may be available regarding securities of non-U.S. issuers, and non-U.S. issuers may not be subject to accounting, auditing and financial reporting standards and requirements comparable to or as uniform as those of U.S. issuers. Illiquid Investments. Securities and other assets, may be subject to legal or other restrictions on transfer or for which no liquid market exists. The market prices, if any, for such investments tend to be volatile and may not be readily ascertainable, and a Client may not be able to sell them when it desires to do so or to realize what it perceives to be their fair value in the event of a sale. Counterparty Risk. Transactions may be affected in “over-the-counter” or “interdealer” markets. The participants in such markets are typically not subject to credit evaluation and regulatory oversight as are members of “exchange–based” markets. This exposes Clients to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing Clients to suffer a loss. More information about the Client’s investments and the associated risk factors is available in the Advisory Agreement.
The foregoing list of risk factors does not purport to be a complete enumeration or
explanation of the risks involved in an investment with Seldon. Prospective Clients should
read the entire Brochure as well as the Advisory Agreement, other materials that may be
provided by Seldon and consult with their own advisers prior to engaging Seldon’s services.
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Seldon and its management persons have not been a party to any legal or disciplinary events that would be material to a client’s or prospective client’s evaluation of its investment advisory business or the integrity of its management. please register to get more info

A. Registration as a Broker-Dealer or Broker-Dealer Representative Neither Seldon nor its management persons are registered as a broker-dealer or broker-dealer representative. B. Registration as a Futures Commission Merchant, Commodity Pool Operator, or a Commodity Trading Advisor Neither Seldon nor its management persons are registered as futures commission merchant, commodity pool operator, or a commodity trading advisor. C. Relationships Material to this Advisory Business and Possible Conflicts of Interest There are no other relationships or arrangements that are material to this advisory business. Seldon provides management and investment advisory services to clients and managed accounts that follow investment programs similar to or different from one another. A number of actual and potential conflicts of interest between the Clients could exist, including the possibility of conflict with respect to the allocation of investment opportunities among the Clients. Seldon has sole discretion to resolve such conflicts as it determines to be appropriate, consistent with its fiduciary duties to Clients. D. Selection of Other Advisors or Managers Seldon may select other advisors or third party managers for Clients based upon their investment objectives, guidelines and/or restrictions. These arrangements may include, without limitation, review or selection of private investment funds. Typically, fees of other advisors or managers will be in addition to Seldon’s Management Fee and any expenses relating to a Client’s account with Seldon. See Item 5.C, above for information regarding third-party expenses. please register to get more info

Personal Trading
A. Code of Ethics Seldon has adopted a Code of Ethics (the “Code”) pursuant to Rule 204A-1 of the Advisers Act. The Code governs the activities of each member, officer, director and employee of Seldon (collectively, “Employees”). Seldon holds its Employees to a high standard of integrity and business practices that reflects its fiduciary duty to the Clients. In serving its Clients, Seldon strives to avoid conflicts of interest or the appearance of conflicts of interest in connection with the personal trading activities of its Employees and Client securities transactions. When persons covered by the Code engage in personal securities transactions, they must adhere to the following general principles as well as to the Code’s specific provisions: (a) at all times the interests of the Clients must be paramount; (b) personal transactions must be conducted consistent with the Code in manner that avoids any actual or potential conflict of interest; and (c) no inappropriate advantage should be taken of any position of trust and responsibility. Employees covered by the Code have certain trading restrictions and reporting obligations of their personal securities transactions. Each Employee is provided with a copy of the Code and must annually certify that they have received it and have complied with its provisions. In addition, any Employee who becomes aware of any potential violation of the Code is obligated to report the potential violation to the Chief Compliance Officer. Seldon will provide a copy of its Code of Ethics to Clients and prospective Clients upon request. Such a request may be made by submitting a written request to Seldon at the address on the cover page to this Brochure. B. Recommendations Involving Material Financial Interests Neither Seldon nor its related persons recommends to Clients, or buys or sells for Client accounts, securities in which Seldon or a related person has a material financial interest. C. Investing Personal Money in the Same Securities as Clients From time to time Seldon, its Employees and/or the related persons may personally buy or sell the same instruments that Seldon buys or sells for Clients, and it or they may own securities, or options on securities, of issuers whose securities are subsequently bought for Clients because of Seldon’s recommendations regarding a particular security. Seldon’s policy as to such transactions is that neither Seldon nor any of its Employees or related persons are to benefit from price movements that may be caused by transactions for Clients or otherwise. Seldon addresses this conflict by requiring Employees to sign and adhere to Seldon’s Code of Ethics and to report personal securities holdings and transactions to Seldon. D. Trading Securities At/Around the Same Time as Clients’ Securities As discussed above, from time to time, Seldon, its Employees, or related persons of Seldon may buy or sell securities for themselves that Seldon also recommends to the Client. Seldon will always document any transactions that could be construed as conflicts of interest and will always transact Client business before the business of its Employees and/or related persons when similar securities are being bought or sold. please register to get more info

A. Factors Used to Select or Recommending Broker-Dealers Seldon will always have discretion as to the placement of brokerage (and accordingly, the commission rates paid). In selecting brokers to effect portfolio transactions, Seldon considers such factors as price, quality of execution, expertise in particular markets, the ability of the brokers to effect the transactions, the brokers’ facilities, reliability, reputation, experience, financial responsibility in particular markets, familiarity both with investment practices generally and techniques employed by clients and clearing and settlement capabilities, subject at all times to principles of best execution, in accordance with Seldon’s policies and procedures. In selecting broker/dealers to execute transactions, Seldon need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost. Seldon believes that the broker-dealers that it recommends provide competitive transaction and custody costs, helping clients to eliminate or control costs and optimize the custodial structure to the benefit of account holders. When possible, Seldon seeks to pre-negotiate preferred terms for its clients providing clients with the benefits associated with the economy of scale and custodial knowledge of the Firm. Certain brokers utilized by Seldon may provide general assistance to Seldon, including, but not limited to technical support, consulting services, and consulting services related to staffing needs. In selecting a broker, Seldon may consider the broker’s general assistance and consulting services. To the extent Seldon would otherwise be obligated to pay for such assistance, it has a conflict of interest in considering those services when selecting a broker. 1. Research and Other Soft Dollar Benefits Seldon currently does not anticipate receiving research or other products or service other than execution from a broker-dealer or third-party in connection with Client securities transactions (“soft dollar benefits”). However, in the future, Seldon shall have the right if, in good faith, it considers it to be in the best interest of the Client and consistent with Seldon’s obligations to do so, to enter into “soft dollar” arrangements with one or more broker-dealers. All “soft dollar” arrangements will fall within the safe harbor provided by Section 28(e) of the Securities Exchange Act, as that safe harbor is currently interpreted by the Securities and Exchange Commission. If in the future Seldon obtains “soft-dollar” benefits, this Brochure will be appropriately amended. 2. Brokerage for Client Referrals Seldon does not consider, in selecting or recommending broker-dealers, client referrals from a broker-dealer. Seldon may receive referrals in the future and if it does it will appropriately amend this Brochure. 3. Directed Brokerage Seldon does not direct brokerage. Securities transactions are executed by brokers selected by Seldon in its discretion and without the consent of the Clients. Seldon may enter into directed brokerage arrangements in its discretion. B. Aggregating Trading for Multiple Client Accounts Seldon may (but is not required to) combine orders on behalf of one Client account with orders for other Client accounts for which it or its principals have trading authority, or in which it or its principals have an economic interest. When it does, Seldon will generally allocate the securities or proceeds arising out of those transactions (and the related transaction expenses) on an average price basis among the various participants. Seldon believes combining orders in this way will, over time, be advantageous to all participants. However, the average price could be less advantageous to a Client than if that Client had been the only account effecting the transaction or had completed its transaction before the other participants. Because of Seldon’s relationship to the Clients it manages by virtue of its position as an investment manager, there may be circumstances in which transactions for those entities may not, under certain laws, regulations and internal policies, be combined with those of some of Seldon’s and its affiliates’ other Clients, which may result in less advantageous execution for those Clients. Seldon may place orders for the same security for different Clients at different times and in different relative amounts due to differences in investment objectives, cash availability, size of order and practicability of participating in “block” transactions. The level of participation by different Clients in the same security may also be dependent upon other factors relating to the suitability of the security for the particular Client. In addition, Seldon and/or its related persons or Clients may buy or sell specific securities for its or their own account that are not deemed appropriate for Client accounts at the time, based on personal investment considerations that differ from the considerations on which decisions as to investments in client accounts are made. Where execution opportunities for a particular security are limited, Seldon attempts in good faith to allocate such opportunities among Clients in a manner that, over time, is equitable to all clients. please register to get more info

A. Frequency and Nature of Periodic Review and Who Makes Those Reviews Seldon reviews Client accounts on a quarterly basis and will notify the Client promptly of any errors or any trade which it believes was not executed in accordance with its instructions which cannot be promptly resolved. Asset allocation, cash management, market prospects and individual issue prospects are considered. The portfolio manager assigned to the particular Client conducts these reviews. The Chief Compliance Officer conducts review and testing in accordance with Seldon’s policies and procedures. B. Factors That Will Trigger a Non-Periodic Review of Client Accounts Reviews may take place more frequently if triggered by economic, market, or political conditions. C. Content and Frequency of Regular Reports Clients will generally receive unaudited reports of performance on a quarterly basis. The Clients’ custodian provides quarterly reports to Clients showing the assets in each Client account, the market value, and each account’s performance for the quarter. Reports will generally be provided in electronic format. please register to get more info

A. Economic Benefits Provided by Third Parties Seldon does not receive any economic benefit, directly or indirectly from any third party for advice rendered to the Client. B. Compensation to Non-Advisory Personnel for Client Referrals Currently, neither Seldon nor its related persons directly or indirectly compensates any person who is not advisory personnel for Client referrals. If in the future Seldon enters into such arrangements, this Brochure will be appropriately amended. please register to get more info

Federal law provides that because Seldon deducts fees directly from Client accounts, Seldon is considered to have “custody” of the Client’s assets, even though independent qualified custodians actually hold those assets. The custody rules generally require investment advisers that have “custody” of Client assets to cause certain account statements detailing holdings and transactions to be sent to Clients, and imposes certain other obligations. Consistent with the requirements under Rule 206(4)-2 of the Advisers Act, the qualified custodian sends to each Client, at least quarterly, account statements identifying the amount of funds and each security in the account at the end of the period and setting forth all transactions in the account during that period including investment advisory fees. please register to get more info

The Advisory Agreement generally authorizes Seldon to invest and trade the Clients’ assets in a broad range of investments, to be selected at Seldon’s sole discretion, with no specific limitations as to type, amount, concentration, or leverage. Further, Seldon may enter into any type of investment transaction and employ any investment methodology or strategy it deems appropriate. Each Client designates Seldon as its attorney-in-fact to execute, certify, acknowledge, file, record and swear to all instruments, agreements and documents necessary or advisable to carrying out the Clients’ business and affairs. please register to get more info

Seldon will not have authority to vote proxies on behalf of the Client. If in the future Seldon obtains authority to vote proxies, this Brochure will be appropriately amended. please register to get more info

Seldon has no financial commitment that impairs its ability to meet contractual and fiduciary commitments to Clients, and has not been the subject of a bankruptcy petition. A. Balance Sheet Seldon does not require nor solicit prepayment of more than $500 in fees per client, six months or more in advance and therefore does not need to include a balance sheet with this Brochure. B. Financial Condition Seldon has discretionary authority over the Client’s assets. At this time, neither Seldon nor its management persons have any financial conditions that are likely to reasonably impair its ability to meet contractual commitments to Clients. C. Bankruptcy Petitions in Previous Years Seldon has not been the subject of a bankruptcy petition in the last ten years.
Item 19 – Requirements for State-Registered Advisers
Not applicable. please register to get more info