SELDON CAPITAL LP

Item 1 – Cover Page Part 2A of Form ADV: Firm Brochure SELDON CAPITAL LP 3675 Sacramento St San Francisco, CA 94118 Phone: 415-234-8878 Email: compliance@seldon.capital March 2025 This “Brochure” provides information about the qualifications and business practices of Seldon Capital LP (“Seldon” or the “Firm”). If you have any questions about the contents of this Brochure, please contact us at 415-234-8878 or compliance@seldon.capital. The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. Seldon is a registered investment adviser with the SEC. Registration as an investment adviser does not imply that Seldon or any of its principals or employees possesses a particular level of skill or training in the investment advisory business or any other business. Additional information about Seldon is also available on the SEC’s website at www.adviserinfo.sec.gov. 1  Item 2 – Material Changes This brochure dated March 2025, serves as the annual update to Seldon’s last brochure filed March 2024. Effective as of November 30, 2024, Mr. James Oakley will withdraw his day-to-day responsibilities with respect to Seldon Capital LP. Since the last annual update of this brochure, Seldon Capital has changed its address on the cover page and introduced an additional set of risks associated with the use of Alternative Data, Artificial Intelligence and Machine Learning Tools as discussed in Item 8: Methods of Analysis, Investment Strategies and Risk of Loss. 2  Item 3 – Table of Contents Item 1 – Cover Page ............................................................................................................................ 1 Item 2 – Material Changes.................................................................................................................. 2 Item 4 – Advisory Business ................................................................................................................. 4 Item 5 – Fees and Compensation ....................................................................................................... 6 Item 6 - Performance-Based Fees and Side-By-Side Management .................................................. 10 Item 7 – Types of Clients .................................................................................................................. 11 Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss ........................................... 12 Item 9 – Disciplinary Information ..................................................................................................... 23 Item 10 – Other Financial Industry Activities and Affiliations .......................................................... 24 Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading .... 25 Item 12 – Brokerage Practices .......................................................................................................... 29 Item 13 – Review of Accounts .......................................................................................................... 31 Item 14 – Client Referrals and Other Compensation ....................................................................... 32 Item 15 – Custody ............................................................................................................................. 33 Item 16 – Investment Discretion ...................................................................................................... 34 Item 17 – Voting Client Securities .................................................................................................... 35 Item 18 – Financial Information ....................................................................................................... 36 3  Part 2A of ADV: Seldon Capital LP Brochure Item 4 – Advisory Business A. General Description of the Advisory Firm Seldon Capital LP (hereinafter “Seldon Capital,’ “Seldon,” “we”, “us”, “our”, or the “Firm”) is a Delaware limited partnership and is an affiliate of Seldon Capital GP, LLC which serves as the general partner of the firm. Mr. Matthew Fong is the Founding Partner and sole Managing Member of the General Partner. Seldon Capital commenced providing advisory services in January 2019 and has its principal place of business in San Francisco, California. B. Description of Advisory Services Advisory Services Beginning in 2021, Seldon Capital serves as the investment adviser, with discretionary trading authority over private pooled investment vehicles (each, a “Fund,” and together the “Funds”) that are exempt from registration under the Investment Company Act of 1940, as amended (the “1940 Act”), and whose securities are not registered under the Securities Act of 1933, as amended (the “Securities Act”), including: Seldon Capital serves as the investment adviser, with discretionary trading authority, to the following private pooled investment vehicles (each, a “Fund” or “Funds”): Philosophe Master Fund LP (the “Philosophe Fund”), a Delaware limited partnership (the “Onshore Fund”) and Philosophe Offshore Fund Ltd., a Cayman Islands exempted company (the “Offshore Fund”). Seldon Capital GP LLC (the “General Partner”) is the general partner of each of the Funds. Seldon provides investment advice and portfolio management services to separate accounts (each, a “Separately Managed Account”), including individuals, small businesses, and business and institutional clients. Each investor in a Separately Managed Account is referred to as an “SMA Client.” SMA Client relationships are governed by a written Investment Management Agreement (the “Advisory Agreement”) executed by both Seldon and the SMA Client. The investors in the Funds and Separately Managed Accounts are hereafter collectively referred to as the “Investors”, and individually, each an “Investor”, where appropriate. The Funds and Separately Managed Accounts, including co-investment accounts, are referred to as “Clients” throughout this Brochure. Clients of Seldon currently follow investment programs that result in significant overlap in investments, although this may not always hold. Seldon will, at the direction of the SMA 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 SMA Client, engage in financial planning services which incorporates the SMA Client’s other assets, including balance sheet, cash flow, tax and insurance analysis. Seldon may advise on SMA 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 SMA Clients or introduce SMA Clients to other investment firms that provide services beyond Seldon’s capabilities and expertise. Seldon may decide in the future to provide services to additional types of clients. 4  Part 2A of ADV: Seldon Capital LP Brochure The Philosophe Fund Strategy The fund aims to maximize long-term capital compounding by generating positive absolute returns that are uncorrelated with drawdowns in global asset classes over a rolling, multiyear period. Seldon Capital combines fundamental analysis with machine learning to identify long-term inefficiencies worldwide that cause bottlenecks in productive booms and contagion from destructive busts. The portfolio consists of core longs in undervalued, high-quality businesses, shorts in overvalued, low-quality companies, and directional positions in equities, bonds, currencies, and commodities. The fund seeks to compound capital through the business cycles by combining the best elements of fundamental, macroeconomic, and quantitative research into a portfolio with multiple orthogonal booms and busts. Please see Item 8 (Methods of Analysis, Investment Strategies and Risk of Loss) below for a more detailed description of the investment strategies pursued and types of investments made by the Funds. The descriptions set forth in this Brochure of specific advisory services that we offer to our clients, and investment strategies pursued and investments made by us on behalf of our clients, should not be understood to limit in any way our investment activities. We may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this Brochure, that we consider appropriate, subject to each client’s investment objectives and guidelines. The investment strategies we pursue 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. C. Client Tailored Services and Client Imposed Restrictions Seldon provides investment advisory services in accordance with the investment objectives of the Client, and does not tailor its investing to the objectives of underlying Investors in the Funds. 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. Assets Under Management Discretionary Amounts: Non-Discretionary Amounts: Date Calculated: $413,434,682.59 $0 12/31/2024 5  Part 2A of ADV: Seldon Capital LP Brochure Item 5 – Fees and Compensation The fees applicable to each Client are set forth in detail in the respective offering and organizational documents in the case of the Funds (with respect to each Fund, the “Offering Documents”) and the Advisor Agreement in the case of Separately Managed Accounts. A brief summary of Client fees is provided below. A. Fee Schedule Management Fee - Philosophe 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. Performance-based fee / Incentive Allocation - Philosophe In addition to the management fees described above, each Fund is subject to a performance-based fee or incentive allocation. At the end of each fiscal year, the General Partner Entity is entitled to a performance- based profit allocation in the range of 15% to 20% of the net capital appreciation. Incentive Allocations are made at fiscal year-end or if an investor withdraws capital. Incentive Allocations are made only to the extent that the increase in that investor’s capital account for the relevant period exceeds the investor’s “loss carryforward” amount, if any. Loss carryforwards will reflect historical depreciation in an investor’s Capital Account that has not been “recovered” through subsequent appreciation. The General Partner may reduce or waive the performance-based fee or incentive allocation with respect to any Investor. In addition, certain founding investors are expected to be entitled to pay a reduced Incentive Allocation. B. Payment of Fees The Management Fee will be charged quarterly, or monthly, based on the value of each Client’s account on the last day of the prior period. 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. For the Funds, the Incentive Allocation is expected to be calculated on December 31 of each year, or on a withdrawal from the fund. 6  Part 2A of ADV: Seldon Capital LP Brochure 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. Fund-Specific Expenses Additionally, the Funds shall pay such costs and expense for formation and organization, including, among other things, government formation charges and legal, accounting, and other professional and consulting fees in connection with the Funds’ formation and organization, including preparation of the limited partnership agreement, organizational and governing documents, and amendments thereto, and all other agreements and documents governing the Funds’ organization or operations. Those costs include fees and expenses paid to counsel for the General Partner or its affiliates for services for the benefit of the Funds. Funds will also pay brokerage commissions and other transaction-related compensation and charges arising out of transactions involving Fund assets, including costs associated with using service providers unaffiliated with the General Partner to provide outsourced trading functions; interest, borrowing charges, and other financing-related costs, including interest or charges on leverage used to acquire or carry Investments, margin borrowing, and securities sold short; custodial and bank service fees; costs of systems, facilities, and third-party services for Fund order placement, order management, clearance and settlement, and risk management functions; costs directly related to researching, acquiring, and/or otherwise managing and administering Investments and potential Investments, including costs of third- party investigative, analytical, research, reporting, and/or consulting services; systems and services for modeling, testing, and other analysis of portfolio construction, attributes, and/or risks (including portfolio management systems); systems and services that facilitate conducting and managing investment research, analysis, and investment decision-making; and attending or participating in research-related symposia and conferences, membership on creditors’ or equity-holders’ committees (both formal and informal), and participating in deliberations and negotiations regarding Fund Investments (including as to any of the foregoing activities, international and domestic premium fares, accommodations, and meals incurred in connection with those activities); costs directly related to holding, monitoring, protecting and/or enhancing the value of, and/or otherwise managing, Investments, including costs of third-party investigative, analytical, research, reporting, and/or consulting services; proxy voting research and 7  Part 2A of ADV: Seldon Capital LP Brochure administration; membership on creditors’ or equity-holders’ committees (both formal and informal); and participating in ongoing due diligence, deliberations and negotiations regarding Investments and in activities intended to protect and/or enhance the value of Investments, including existing portfolio company visits (including as to any of the foregoing activities, international and domestic premium fares, accommodations, and meals, including first or business class airfares and hotels and restaurants included in connection with those activities); custodial, trustee, and bank service fees; administrative costs (including fees of one or more third-party administrators), auditing, external bookkeeping (including verification of records and reports of third-party administrators), tax preparation and reporting, financial reporting, tax planning, legal, and other professional fees and costs (including fees and costs paid to the General Partner’s and/or its Affiliates’ counsel for services relating to the Fund’s affairs); and costs incurred by the Fund Representative, in its capacity as such; the Fund’s share (as determined by the General Partner) of the premiums and other costs of directors’ and officers’ (D&O), errors and omissions (E&O), general liability, and other types of insurance covering the Fund, the General Partner, the General Partner’s Affiliates, their personnel, and/or members of the Governance Committee for liabilities that may arise in connection with the Fund’s activities or operations; Fund governance activities, including costs of obtaining Partner Consents and/or consents of the Governance Committee, fees of Independent Committee Members, and costs of any valuation consultants or other independent service providers in connection with approval of transactions with or involving the General Partner or its Affiliates; costs in connection with offering, selling, and issuing Interests, including costs of preparing, revising, reproducing, and disseminating offering materials and making regulatory filings related to offers and sales of Interests and including costs (including fees and expenses of counsel to the General Partner or its Affiliates) in connection with negotiation and documentation of Side Letters; fees and costs in connection with any lawsuits, arbitrations, or other disputes, controversies, or liabilities (whether pending, threatened, or potential) in which the Fund may be or become involved; costs arising out of licensing, governmental registration, and membership in self-regulatory organizations of or by the Fund and its Affiliates and costs associated with analyzing, preparing, submitting, and amending regulatory, tax, and other filings and otherwise complying with reporting and similar requirements applicable to the Fund or to the General Partner and/or their Affiliates as a result of or relating to its or their involvement in the management of or provision of services to the Fund (including analysis and investigation of and filing and amending Schedules 13D, 13G, and 13F, Forms 3 and 4, reports and forms required by non-U.S. jurisdictions related to ownership of or transactions in Investments, Forms PF and PQR, and complying with requirements under the Foreign Account Tax Compliance Act (“FATCA”) or the European Union Alternative Investment Fund Managers Directive), but not including registration of the General Partner or its Affiliates as an investment adviser or commodity pool operator or commodity trading advisor, compliance with general investment adviser or commodity pool operator or commodity trading advisor requirements, or similar registration and compliance requirements; transfer, withholding, income, stamp, and other taxes and duties and similar amounts imposed on the Fund (except to the extent a particular Partner is required by this agreement to reimburse the Fund for amounts attributable to that Partner); bonding costs under ERISA, if applicable; costs of or related to winding up the affairs of the Fund and thereafter dissolving it, including termination fees or similar charges assessed against the General Partner, the Firm, or their Affiliates by providers of services for which this agreement requires the Fund to pay or reimburse the General Partner or its Affiliates; any of the foregoing types of costs incurred by or on behalf of a Feeder 8  Part 2A of ADV: Seldon Capital LP Brochure Fund and other costs properly allowed under a Feeder Fund’s governing documents to be borne by that Feeder Fund, provided those costs are specially allocated to that Feeder Fund, to the extent not appropriately borne by all Partners; all other costs reasonably related to the Fund’s operations or to the purchase, sale, or transmittal of Investments and other Fund assets, all in the General Partner’s discretion. D. Investment Team Expenses "Investment Team" means the portfolio managers and other employees that are engaged in the development of and/or implementation of a particular strategy. "Investment Team Expenses" are generally expected to include the costs and expenses incurred by the Fund in recruiting and retaining, and developing and maintaining programs to recruit and retain, members of the Investment Team including all direct and indirect (i) base compensation; (ii) discretionary performance-based compensation and other similarly calculated amounts that directly or indirectly accrues for the benefit of employees, partners, members or shareholders as determined by the Fund; (iii) any signing and retention bonuses; (iv) payroll taxes and expenses; (v) compensation benefits (including medical, disability income insurance, life insurance, pensions and other benefits); and (vi) other similar compensation expenses (including legal and similar costs and expenses related to settlement agreements, severance expenses, recruitment expenses, relocation expenses and "buy-out" (including "buy-out" expenses related to any deferred compensation) or breakage expenses), in any case related to the Investment Team. Seldon Capital GP, LLC will bear the of the costs of Investment Team Expenses. In the future, other clients could agree to compensation on a partial or full pass-through model. E. 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. F. Outside Compensation for the Sale of Securities Neither Seldon nor its supervised persons accept 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 client may vary. Although Seldon believes its fees are competitive, lower fees for comparable services may be available from other investment advisers. 9  Part 2A of ADV: Seldon Capital LP Brochure Item 6 - Performance-Based Fees and Side-By-Side Management Seldon does not currently charge performance-based fees to the Separately Managed Accounts. However, Seldon charges an Incentive Allocation to the Funds as described in Item 5. Any incentive allocation or performance-based fees will be fully described in the Fund’s Offering Documents. The Incentive Allocation for an Investor for a particular period is expected to equal 20% of the net appreciation in that Investors sub-account over the period, although for Founders Interests it will equal 15% of that net appreciation. An Incentive Allocation arising from a withdrawal will reduce the net withdrawal proceeds payable to the withdrawing investor. The Fund will make an Incentive Allocation as to an investor only to the extent the increase in that investor’s capital account for the relevant period exceeds the investor’s “loss carryforward” amount, if any. Loss carryforwards will reflect historical depreciation in an investor’s Capital Account that has not been “recovered” through subsequent appreciation. They are used to prevent the Master Fund from making Incentive Allocations based on appreciation that merely restores losses an investor has experienced. This is sometimes referred to as a “high water mark” procedure. If an investor withdraws capital at a time (including on December 31) when it has a loss carryforward, the loss carryforward will be reduced proportionately. The prospect of receiving Incentive Allocations may create an incentive for Seldon to engage in activities that are riskier or more speculative than would otherwise be the case. The General Partner’s Incentive Allocation may create an incentive for the General Partners and the Firm (and their principals and certain employees) to cause the Funds to make investments that are riskier or more speculative than would be the case in the absence of such allocation or fee. In addition, because the Incentive Allocation is calculated on a basis that includes unrealized appreciation of Client assets, it may be greater than if the calculation were based solely on realized gains. Such persons may also be subject to conflicts of interest in allocating investments between Funds, which pay Incentive allocation Fees, and SMA Clients, which do not pay Incentive Allocation Fees. With respect to Clients, Seldon undertakes to act in a fair and equitable manner and to identify, resolve and mitigate conflicts of interest or potential conflicts in a timely manner. Please also see Item 11 below regarding investment allocation for additional information relating to how Seldon generally addresses conflicts of interest. 10  Part 2A of ADV: Seldon Capital LP Brochure Item 7 – Types of Clients Seldon also provides discretionary investment management services to private, pooled investment vehicles offered to accredited investors as defined under federal securities law, as described above in Item 4. Seldon provides investment advice and portfolio management services to separate accounts, including individuals, high net worth individuals (including their IRAs), pension and profit-sharing plans (including 401ks), small businesses, as well as business and institutional clients. Seldon may provide investment advice to separately managed accounts for institutional and other investors in the future. 11  Part 2A of ADV: Seldon Capital LP Brochure Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss A. Methods of Analysis Investment Strategy of the Funds Seldon’s principal investment objective is to achieve superior and consistent absolute returns. The Fund attempts to achieve its objectives by pursuing multiple investment strategies including, but not limited to: long/short equities, global macro, commodities and commodity-related industries, and event- driven/special situations investing. Seldon’s investment philosophy is based upon the belief that combining the best aspects of macroeconomic, fundamental, and quantitative research into a scientific forecasting framework will capture the most important drivers and risks of investment returns. Seldon seeks to build upon this interdisciplinary approach to investing by producing superior forecasts through incorporating the best craftsmen of each approach in its investing philosophy. The Fund seeks to maximize the long-term compounding of the fund by combining long-term, human-based fundamental analysis with data-driven, machine learning based predictions to build a balanced portfolio that is robust to different economic and market regimes. Investment Analysis Seldon employs a modern approach by combining the craft of investing with modern technology to be an early mover in identifying great businesses in booms and marginal companies in destructive busts. Seldon seeks to construct a portfolio of core long investments in undervalued, high-quality businesses, and/or businesses undergoing transformational change; core short investments in over-valued, low-quality businesses or businesses with deteriorating competitive advantages and steady state returns on invested capital; and high conviction directional positions in macroeconomic instruments. Seldon believes this approach to increase performance while mitigating general market risk. Seldon will balance these opportunities optimally to maximize absolute returns commensurate with reasonable risk through quantitatively balancing the portfolio. The portfolio’s diversified and highly liquid nature aims to protect the strategy from significant or unusual risks. Fundamental Analysis Seldon Capital aims to uncover important drivers of returns captured by quantitative signals that have performed well over long periods, rather than those metrics simply conforming with typical mental models of investing. Our investment process seeks to identify companies which are substantially mispriced. In conducting fundamental analysis, the Firm’s analysts typically analyze company financials and other publicly disclosed information; participate in industry and analyst meetings and conferences; utilize external data sources (e.g. Bloomberg, credit card, alternative data trackers and other sources); and utilize expert networks to conduct consultant meetings. While larger firms may conflate quantity of data with quality, Seldon believes sourcing differentiated data from otherwise under covered industries 12  Part 2A of ADV: Seldon Capital LP Brochure and companies complemented by proper longitudinal analysis allows Seldon to be at the forefront of fundamental research across all industries and geographies. Quantitative Analysis Seldon’s quantitative analysis uses mathematical and statistical methods to identify predictive signals. Seldon’s process generates alpha forecasts that are combined, optimized, and executed to deliver a single alpha stream within the portfolio that combines quantitative, fundamental, and macroeconomic signals. The optimization process involves taking return forecasts, risks, and transactional costs to create a portfolio which seeks to maximize expected return net of trading and financing costs, while controlling risk within the identified market regime. Seldon’s risk framework governs the Fund’s activities and specifies the respective reporting lines, responsibilities, and control mechanisms to ensure that the risks remain within an agreed tolerance. Seldon is not reliant on a single measure of risk to balance the portfolio and prefers to incorporate a multidisciplinary approach to managing risk that mirrors the approach used to invest in and construct the portfolio. Investment Style Long/Short Equities The Fund takes long and short positions in global equity securities of companies engaged in industries including, but not limited to, Information Technology, Health Care, Financials, Consumer Discretionary, Communication Services, Industrials, Consumer Staples, Energy, Utilities, Real Estate, and Materials, as well as equity derivative instruments that create exposure to any (or all) of the foregoing. When evaluating long equity investments, Seldon engages in fundamental analysis of each company with a subjective overlay of the relative strength of its management, business quality, and competitive environment, seeking to identify the fulcrum stock enabling a cyclical boom as a long target. When evaluating short equity investments, Seldon additionally considers the technical and liquidity risks associated with shorting a stock. The Fund believes as markets become more influenced by technological adoption globally and as market participants become broader and more varied, an understanding of technology, propagation of ideas via “memes”, and other drivers of volatility will be a meaningful competitive advantage in shorting equity securities. These methods allow Seldon to identify the fulcrum stock causing contagion in a cyclical bust as a short target. The fund’s long/short strategies also include relative value and event-driven / special situation investments Global Macro and Fixed Income Seldon’s global macro investing includes trading in fixed income, currency, and macro and commodity futures markets to exploit fundamental, economic, financial, and political imbalances that may exist in and between markets globally. Seldon believes that financial market imbalances arise from the influence of economic, political, regulatory, capital flow, and sentiment factors. The Fund seeks to balance its Long/Short equity strategy with non-equity exposure to diversify risk without taking on additional correlated gross exposure. This allows for the creation of a robust portfolio through the business cycle 13  Part 2A of ADV: Seldon Capital LP Brochure as certain asset classes fall into and out of favor amongst capital allocators. Seldon also incorporates liquidity, technical, and valuation analyses into its global macro investment decisions. B. Risks of Investments and Strategies Utilized Loss of Investment. Investments are exposed to the risk of the loss of capital. The prices of the Financial Instruments in which the Funds invest are often volatile and market movements as they relate to such Financial Instruments are difficult to predict. No guarantee or representation is made that the Funds’ investment strategy will be successful. In addition, the Funds utilize and are expected to continue utilizing investment techniques such as leverage, short sales, securities lending, investments in non-marketable securities, uncovered option transactions, forward transactions, futures and options on futures transactions, foreign currency transactions and a highly concentrated portfolio with respect to the Financial Instruments, among others, which could under certain circumstances magnify the impact of any adverse market or investment developments. An investment in the Funds should not in itself be considered a balanced investment program, but rather is intended to provide diversification in a more complete investment portfolio. Investors should be able to withstand the loss of their entire investment, as there can be no assurance that the investments made by the Funds will increase in value or that the Funds will not incur significant losses. An investor may lose all of its investment in the Funds. Alternative Data. The Firm may use alternative data in their investment process. Alternative data includes datasets that have been culled from a variety of sources, such as internet usage, payment records, financial transactions, weather and other physical phenomena sensors, applications and devices (such as smartphones) that generate location and mobility data, data gathered by satellites, and government and other public records databases. This data is sometimes referred to as "big data" or "alternative data". The Firm applies alternative data to better anticipate micro- and macro-economic trends and to otherwise develop or improve trading or investment themes. The analysis and interpretation of alternative data involves a high degree of uncertainty and may entail significant expense, including technological efforts, that are expected to be borne—in whole or in part—by the Funds. No assurance can be given that they will be successful in utilizing alternative data in any investment process. Moreover, there has been increased scrutiny from a variety of regulators regarding the use of alternative data in this manner, and its use or misuse under current or future laws and regulations could create liability in numerous jurisdictions. The Firm cannot predict what, if any, regulatory or other actions may be asserted with regard to alternative data, but any adverse inquiries or formal actions could cause reputational, financial, or other harm. Conversely, any future limitations on the use of alternative data could have a material adverse impact on the performance of the Funds. Use of AI Tools. In line with advances in computing technology, data analytics and related fields, there has been an increasing trend towards utilizing generative artificial intelligence, large language models, machine learning, artificial neural networks, artificial narrow intelligence, and similar tools, models and systems generally referred to as “artificial intelligence” (collectively, “AI Tools”) as part of portfolio management, trading, portfolio risk management and other applications in the investment management 14  Part 2A of ADV: Seldon Capital LP Brochure processes used by various market participants, including The Firm. The Firm utilizes AI Tools in connection with managing certain aspects of its fund and Client portfolios. AI Tools will be implemented, to varying degrees based on strategy, in connection with asset allocation decisions, pre-trade analysis, trade execution, or post-trade analysis as part of descriptive, predictive or prescriptive analysis as well as throughout the research processes associated therein. For specific strategies, The Firm will utilize one or more AI Tools directly for investment and asset allocation decisions after determining that such usage and oversight (and the risks associated with them) is consistent with its obligations to Clients implementing such strategies. AI Tools will also be used as part of or in connection with other participants in quantitative or algorithmic trading, AI Tools may also be used to perform sophisticated fundamental analysis, (which may include the use of textual analysis), and to optimize asset allocations with respect to certain strategies. The outputs produced from AI Tools will inevitably contain a degree of inaccuracy and error — potentially materially so — and could otherwise be inadequate or flawed, which may diminish the effectiveness of such AI Tools. While the outputs from such use of AI Tools are generally subject to review and oversight by humans prior to implementation, such review and oversight may fail to detect errors, defects, so-called hallucinations (a phenomenon whereby outputs from such use of AI Tools incorporate fabricated data that appears authentic), and similar faulty results generated by AI Tools. As the complexity of the tasks with which AI Tools are used grows, opacity can make the review and oversight process increasingly more difficult to implement. The Firm and its Clients could directly or indirectly be further exposed to the risks of AI Tools if third-party service providers or any counterparties, whether or not known to The Firm, also use AI Tools in their business activities. The Firm will not be in the position to control the manner in which AI Tools are developed or maintained, or the manner in which AI Tools are provided. While such risks may be mitigated as more AI Tools are developed and additional precautions are implemented, it is possible that interdependent risks will remain throughout the universe of AI Tools and may result in adverse impacts on the performance of the strategies. Although AI Tools have certain advantages and benefits for various applications, persons considering an initial or additional investment in a strategy should also be aware of certain associated actual or perceived risks and downsides with respect to the use of AI Tools. In particular, many AI Tools are relatively recent developments and may be subject to one or more undetected errors, defects or security vulnerabilities. Some errors defects and/or security vulnerabilities may be discovered, if at all, only after an AI Tool has been used by end customers, including The Firm, or after substantial operations in the marketplace, and could result in substantial loss of revenues or assets, or material liabilities or sanctions. Additionally, the use of cloud-based AI Tools may involve (i) cybersecurity risks (see "Cybersecurity Risk"), (ii) threats to proprietary and confidential information, (iii) the risk of intellectual property violations, (iv) access to, or disclosure of, personal information in violation of applicable data protection laws, and (v) other risks that are not currently foreseen. Such risks, threats, and/or violations could have adverse impacts on the Fund's investments. AI Tools continue to develop rapidly, making it difficult to predict the future risks that may arise from such developments. 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 15  Part 2A of ADV: Seldon Capital LP Brochure economic factors. Similarly, the value of other equity-related securities, including preferred stock, warrants and options may also vary widely. Counterparty and Custody Risk. The Funds will place most of their assets in the custody of institutions, such as banks and brokerage firms, which may hold those assets on the books of depositaries and other intermediaries in the institutions’ name (i.e., in “street name”). Firms and/or other brokers, counterparties, clearinghouses, or exchanges with which the Fund deals could default on their obligations to the Funds, causing material losses for the Funds. Bankruptcy or fraud at one of these institutions could also impair the Funds’ operational capabilities or capital position. Securities and other assets the Funds deposit with custodians or brokers may not be identified as being the Funds’ assets, causing the Fund to be exposed to credit risk associated with these custodians or brokers. The Funds generally will only be an unsecured creditor of its trading counterparties in the event of bankruptcy or administration of those counterparties and in some jurisdictions the same may be true of the Fund’s relationship to its brokers. The Funds will attempt to limit its brokerage and custody transactions to well-capitalized and established banks and brokerage firms to mitigate these risks. But the collapse in 2008 of seemingly well- capitalized and established investment banks demonstrates that there are limits to the effectiveness of this approach in avoiding counterparty losses, and the market disruptions arising from the COVID-19 pandemic may cause previously healthy institutions to suffer economic and liquidity difficulties. 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 affect 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. Cybersecurity Risk. The Fund depend on the Firm to develop and implement appropriate systems for their activities. The Fund may rely on computer programs to evaluate certain securities and other investments, to monitor investments, to trade, clear and settle securities transactions and to generate asset, risk management and other reports that are utilized in the oversight of the Fund’s activities. Like other business enterprises, the use of the Internet and other electronic media and technology exposes the Firm and the Fund, their respective service providers and their respective operations, to potential risks from cyber-security attacks or incidents (collectively, “cyber-events”). Cyber-events may include, for example, unauthorized access to systems, networks or devices (e.g., through “hacking” activity), infection from computer viruses or other malicious software code, and attacks which shut down, disable, slow or otherwise disrupt operations, business processes or website access or functionality. In addition to intentional cyber-events, unintentional cyber-events can occur, such as the inadvertent release of confidential information due to, for example, damage or interruption from computer viruses, network 16  Part 2A of ADV: Seldon Capital LP Brochure failures, computer and telecommunication failures, usage errors by their respective professionals, power outages and catastrophic events such as fires, tornadoes, floods, hurricanes and earthquakes. Any cyber-event could adversely impact the Firm and/or the Funds and their respective Investors and cause the Firm and/or the Funds to incur financial loss and expense, as well as face exposure to regulatory penalties, reputational damage, and additional costs associated with corrective measures. A cyber- security breach could also result in the loss or theft of Investor data. A cyber-event may cause the Firm and/or the Funds, or their respective service providers, to lose proprietary information, suffer data corruption, lose operational capacity (e.g., the loss of the ability to process transactions, calculate the Fund’s net asset value, or allow Investors to transact business), and/or fail to comply with applicable privacy and other laws. Among other potentially harmful effects, cyber-events also may result in theft, unauthorized monitoring and failures in the physical infrastructure or operating systems that support the Firm and/or the Funds, or their respective service providers. In addition, cyber-events affecting issuers in which the Funds invest could cause the Funds’ investments to lose value. The nature of malicious cyber- attacks is becoming increasingly sophisticated and the Firm, the Funds’ Administrator and the Funds cannot control the cyber systems and cyber-security systems of the issuers of the securities held by the Fund or third-party service providers. 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. Force Majeure. The performance of a client’s investments may be affected by force majeure events (i.e., events beyond the control of the party claiming that the event has occurred, including, without limitation, acts of God, fire, flood, earthquakes, lightning, outbreaks of an infectious disease, chemical or radioactive contamination or ionizing radiation, pandemic or any other serious public health concern, war, terrorism, labor strikes, major plant breakdowns, pipeline or electricity line ruptures, failure of technology, defective design and construction, accidents, demographic changes, government macroeconomic policies, social instability, uninsurable losses, etc.). Some force majeure events may adversely affect the ability of a party to perform its obligations until it can remedy the force majeure event and/or prompt precautionary government-imposed closures of certain travel and business. These risks could, among other effects, adversely impact a client’s returns, cause personal injury or loss of life, disrupt global markets, damage property, or instigate disruptions of service. In addition, the cost of repairing or replacing damaged assets resulting from such force majeure event could be considerable. Force majeure events that are incapable of or are too costly to cure may have a permanent adverse effect on a client’s expected returns. Certain force majeure events (such as war or an outbreak of an infectious disease) could have a broader negative impact on the world economy and international business activity generally, or in any of the countries and/or markets in which a client may invest. Additionally, a major governmental intervention into industry, including the nationalization of an industry or the assertion of control over industry assets, could 17  Part 2A of ADV: Seldon Capital LP Brochure result in losses to the client, including if its investments are canceled, unwound or acquired (which could be without adequate compensation). 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. Futures, Commodities and Derivative Investments. The prices of commodities contracts and derivative instruments, including futures and options, are highly volatile. Payments made under swap agreements may also be highly volatile. Price movements of commodities, futures and options contracts and payments under 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. General Investment and Trading Risks. The Funds 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. Hedging Transactions. The Funds are not required to hedge any particular risk in connection with a particular investment or their portfolio generally and may elect to not hedge their risks at all. For example, the Funds may elect to not hedge against fluctuations in the value of the Funds’ portfolio positions as a result of changes in market interest rates or any other developments. While the Funds may enter into hedging transactions to seek to manage risk, such transactions may result in a poorer overall performance for the Funds than if they had not engaged in any such hedging transaction. Moreover, the Funds may not anticipate a particular risk so as to hedge against it and the portfolio will always be exposed to certain risks that may not be hedged. 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. Funds are also subject to the risk of failure of any of the exchanges on which their positions trade or of its clearinghouses. 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 18  Part 2A of ADV: Seldon Capital LP Brochure 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. Investments Based on Valuation. The Funds will invest in securities the Firm believes are undervalued and may sell short securities the Firm believes are overvalued. Identifying investment opportunities of these kinds involves subjective judgment, and neither the Funds nor the Firm can provide any assurance that the Firm will be successful. While undervalued securities offer opportunities for above-average capital appreciation, these investments involve significant financial risk and can result in substantial losses. Short sales based on expectations that market participants will come to agree that a stock is overpriced can involve even higher risks. The Funds may be required to hold positions for substantial periods before market prices reflect the Firm’s beliefs about their value. Returns generated from the Funds’ investments may not adequately compensate for the business and financial risks assumed. Investments in Private Funds. If the Funds invest 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. Investment Selection; Subjective Judgment. The Firm will select investments based on its analysis and subjective assessment of many factors that it considers relevant to those investments. To the extent the Firm’s analysis is based on historical data, it is subject to the risk that markets will behave differently than in the past. Further, if any of the assumptions the Firm uses in formulating its views prove to be incorrect (including due to government interventions), the Fund’s investments may result in losses. Failures of that analysis or those assessments, for individual investments or strategic direction and construction of the portfolio, may cause the Fund to incur losses or to miss profit opportunities. Legal and Regulatory Environment for Private Investment Funds and their Managers. The legal and regulatory environment worldwide for private investment funds and their managers is subject to change. Changes in the regulation of private investment funds, their managers, and their trading and investing activities may have a material adverse effect on the ability of the Funds to pursue their investment program and on the value of investments held by such Funds. In recent years there has been an increase in regulatory scrutiny of the financial markets and the private investment fund industry, resulting in an unprecedented amount of legislation that impacts the Firm and the Funds: principally, the Dodd-Frank Act and the JOBS Act in the United States; and the AIFM Directive, MiFID II and EMIR in the European Union. Such regulatory changes have impacted the private investment fund industry through, among other things: (i) increasing the regulation related to the management and marketing of funds in the EU; (ii) establishing minimum amounts of initial margin that must be posted for instruments; (iii) requiring certain derivatives to be cleared through central certain financial clearinghouses; (iv) changing pre- and post-trade transparency obligations applicable to financial instruments admitted to trading on certain trading venues; and (v) introducing a new focus on regulation of algorithmic and high frequency trading. In addition, Firm, in its sole discretion, causes the Funds to be subject to certain laws and regulations if it believes that an investment or business activity is in the Funds’, even if such laws and regulations may have a detrimental effect on one or more investors. These reforms 19  Part 2A of ADV: Seldon Capital LP Brochure and any other new laws and regulations or actions taken by regulators that restrict or impair the ability of the Fund to pursue its investment program or employ brokers and other counterparties could have a material adverse effect on the investor’s investments therein. In addition, increased regulation, and regulatory oversight of and changes in law applicable to private investment funds and their managers may impose administrative burdens on the Firm, including responding to examinations and other regulatory inquiries and implementing policies and procedures. Such administrative burdens may divert the Firm’s time, attention, and resources from portfolio management activities to responding to inquiries, examinations, and enforcement actions (or threats thereof). Regulatory inquiries often are confidential in nature, may involve a review of an individual's or a firm's activities or may involve studies of the industry or industry practices, as well as the practices of a particular institution. Legal Risk. A Fund may be subject to a number of unusual or unexpected risks, including inadequate investor protection, contradictory legislation, incomplete, unclear and changing laws, ignorance or breaches of regulations on the part of other market participants, lack of established or effective avenues for legal redress, lack of standard practices and confidentiality customs characteristic of developed markets and lack of enforcement of existing regulations. Furthermore, it may be difficult to obtain and enforce a judgment in certain of the developing countries in which assets of a Fund may be invested. There can be no assurance that this difficulty in protecting and enforcing rights will not have a material adverse effect on a Fund and its operations. Use of Leverage and Financing. The Fund may pledge its securities to borrow additional funds for investment purposes. Any event which adversely affects the value of an investment by the Fund 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 Fund’ investments could result in a substantial loss that would be greater than if the client were not leveraged. Non-U.S. Investments. The Funds may invest a portion of their capital outside the U.S. in non-dollar- denominated securities and instruments, including in securities and instruments issued by non-U.S. companies and the governments of non-U.S. countries and in non-U.S. currencies. These investments involve special risks not usually associated with investing in securities of U.S. companies or the U.S. federal, state or local government. Because investments in Financial Instruments issued by or referring to non-U.S. issuers may involve non-U.S. dollar currencies and because the Funds may temporarily hold funds in bank deposits in such currencies during the completion of their investment programs, the Funds may be affected favorably or unfavorably by changes in currency rates (including as a result of the devaluation of a non-U.S. currency) and in exchange control regulations and may incur transaction costs in connection with conversions between various currencies. In addition, because non-U.S. entities are not subject to uniform accounting, auditing, and financial reporting standards, practices and requirements comparable with those applicable to U.S. entities, there may be different types, and lower quality, of information available about the issuer of any Financial Instruments than those of a U.S. company or government issuer. There is also less regulation, generally, of the securities markets in non-U.S. countries than there is in the U.S. Some non-U.S. securities markets have a higher potential for price volatility and 20  Part 2A of ADV: Seldon Capital LP Brochure relative illiquidity compared to the U.S. securities and capital markets. With respect to certain countries, especially in the context of Sovereign Debt (e.g., financial Instruments issued by a government, its agencies, its instrumentalities or its central bank), there may be the possibility of expropriation or confiscatory taxation, political, economic or social instability, limitation on the removal of funds or other assets or the repatriation of profits, restrictions on investment opportunities, the imposition of trading controls, withholding or other taxes on interest, dividends, capital gain, other income or gross sales proceeds, import duties or other protectionist measures, various laws enacted for the protection of creditors, greater risks of nationalization or diplomatic developments that could adversely affect the Funds’ investments in those countries and the possibility of economic sanctions being imposed by the U.S. or foreign governments. Greater tax risks and complexities may also be associated with these investments. In some instances, national governments may issue a new currency to replace an existing currency or alter the exchange rate by devaluation or revaluation of a currency. All of these types of governmental actions could affect the yield of any credit instruments denominated in a currency other than the U.S. dollar. Pandemic Risk. Pandemics such as the COVID-19 Pandemic, infectious diseases, and other widespread public health emergencies have caused, and may continue to cause, market volatility and disruption. Any such economic impact could adversely affect the performance of the Fund’s investments and, as a result, presents material uncertainty and risk to the Fund’s overall performance and financial results. Any future such emergencies have the potential to materially and adversely impact economic production and activity in ways that are impossible to predict, all of which could result in significant losses to Clients. large portion of Portfolio Concentration; Lack of Diversification. The Funds’ partnership agreements do not require Seldon to limit concentration as to any characteristic of investments (e.g., instrument type; industry or sector of issuer; geographic location of issuer; type or characteristics of counterparty). The Funds may at times have a relatively its capital exposed to positions that share similar attributes. Accordingly, losses in one or more large positions, or developments that adversely affect attributes to which the Funds’ investments have concentrated exposure, could materially adversely affect the Fund’s performance and could have a materially adverse effect on the Fund’s overall financial condition. Securities Lending. The Funds may lend portfolio securities either directly or through programs operated by financial intermediaries. As a creditor, the Funds run the risk that borrowers of its securities may fail to return borrowed securities on demand or at all. A borrower’s failure to return securities on a timely basis could cause the Funds to default on obligations they owe to third parties, or it could force the Funds to make other arrangements to satisfy those obligations (such as borrowing equivalent securities elsewhere), resulting in penalties and unexpected costs. The Funds could lose the entire value of the lent securities. While borrowers typically provide securities as collateral for their obligations to return borrowed securities, that collateral is typically invested in instruments the value of which could decline, resulting in losses to the Fund. The institutions that operate securities lending programs in which the Funds participate may make mistakes in administering the lending and collateral investing arrangements, resulting in delays and potential losses for the Fund. 21  Part 2A of ADV: Seldon Capital LP Brochure 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 Funds 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. Short selling activities have been subject to increased regulatory scrutiny, including the imposition of restrictions on short selling certain securities and reporting requirements. Regulatory initiatives affecting the financial markets are ongoing and changes in short-selling related regulations may continue to occur, potentially with little notice. 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. More information about the Client’s investments and the associated risk factors is available in the SMA Client’s Advisory Agreement or the Fund’s Offering Documents, as applicable 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, the Advisory Agreement, Offering Documents, other materials provided by Seldon, and consult with their advisers before engaging Seldon’s services. 22  Part 2A of ADV: Seldon Capital LP Brochure Item 9 – Disciplinary Information 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. 23  Part 2A of ADV: Seldon Capital LP Brochure Item 10 – Other Financial Industry Activities and Affiliations 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. Seldon Capital GP (the “General Partner”) is a General Partner that invests in equity and non-equity securities of public and private companies. Currently, the General Partner manages three limited partnerships, Philosophe Master Fund LP (the “Master Fund”, Philosopher Offshore Fund Ltd. (the “Offshore Fund”), and Philosophe Partners LP (the “Onshore Fund”) collectively (the “Funds”). Seldon Capital LP is the Adviser to the Funds and may be incentivized to recommend that clients invest into the Funds. Additionally, the control of the General Partner by our related persons presents a conflict of interest in that Seldon Capital LP personnel have an incentive to recommend that Seldon Capital LP clients invest in the Funds or receive management services from the General Partner. Seldon Capital LP addresses this conflict through this disclosure and fiduciary requirement to act in the client’s best interest. 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. 24  Part 2A of ADV: Seldon Capital LP Brochure Item 11 – Code of Ethics, Participation or Interest in Client Transactions and 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 recommend 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 25  Part 2A of ADV: Seldon Capital LP Brochure before the business of its Employees and/or related persons when similar securities are being bought or sold. The Firm and its affiliates advise Clients that trade substantially the same strategy as certain other Clients as well as Clients that trade different strategies, either in whole or in part from such other Clients, and may advise such Clients in the future. Such Clients may use more or less leverage, and may have different withdrawal terms and risk profiles, among other attributes, from one another. Conflicts of interest among Clients may exist, which include, but are not limited to, those described herein. Clients are expected to hold overlapping investments, except as set forth in a Client’s Investment Advisory Agreement or Offering Documents. To the extent that the Firm determines that an investment opportunity is appropriate for more than one Client, the allocation of such investment opportunity generally will be made on a fair and equitable basis over time which generally will be on a pro rata basis in proportion to the available capital of each Client participating in the investment opportunity or such other fair and equitable manner, subject to various considerations including but not limited to its investment strategy, investment guidelines, portfolio composition, expected opportunity set, risk limits and profiles, liquidity terms, inflows and outflows of capital, tax and regulatory concerns, availability of brokers, minimum order size, and fractional-contract restrictions. The Firm and its affiliates may use other allocation methodologies such that there can be no assurances that an investment opportunity which comes to the attention of the Firm or its affiliates, including investment opportunities that may be appropriate for certain Clients, will not be allocated wholly or primarily to other Clients, with Clients for which the investment opportunity is also appropriate being unable to participate in such investment opportunity or participating only on a limited basis. If, in the discretion of the Firm, a Client should not participate in a particular investment opportunity due to one or more other such considerations, such investment opportunity will be allocated only to Clients not affected by such considerations. To the extent an investment is not allocated pro rata, a Client could incur a disproportionate amount of income or loss related to such investment relative to other Clients. Clients could be disadvantaged because of activities conducted by the Firm or its affiliates for other Clients, as a result of, among other things: legal restrictions on the combined size of positions which may be taken for all accounts managed by the Firm or its affiliates, thereby limiting the size of such Client’s position; and the difficulty of liquidating an investment for more than one Client account where the market cannot absorb the sale of the combined positions or where liquidating an investment or investments in one Client account causes a diminution of value in the same assets in another Client account. This risk is especially acute in situations where Clients hold overlapping positions and there is a large redemption in one or more Client accounts but not in other Client accounts and where certain Clients (or Investors in Clients) have different information, liquidity, and redemption notice periods. In addition, there may be circumstances under which the Firm or its affiliates will consider participation by one Client in investment opportunities in which the Firm does not intend to invest, or intends to invest only on a limited basis, on behalf of certain other Clients. The Firm and its affiliates will evaluate a variety of factors which may be relevant in determining whether a particular situation or strategy is appropriate and feasible for a Client at a particular time, including the nature of the investment opportunity taken in the context of the other investments at the time, the liquidity of the investment relative to the needs of the 26  Part 2A of ADV: Seldon Capital LP Brochure particular entity, the investment or regulatory limitations on the particular entity and the transaction costs involved. Because these considerations may differ for one Client and one or more other Clients, in the context of any particular investment opportunity, each Client’s investment activities may differ considerably from time to time. Investment opportunities may be appropriate for Clients at different or overlapping levels of a portfolio company’s capital structure. The involvement of Clients at both the equity and debt levels, or in different levels of the debt structure of an issuer, could cause conflicts of interest. In certain circumstances, decisions made with respect to investments held by one Client could adversely affect the investments of another Client. These are unavoidable conflicts that Seldon manages on an active basis, as between and among funds and accounts, and in a manner consistent with internal policies. Seldon is generally incentivized to ensure that each Client trades successfully. Merely because a conflict of interest exists does not mean that it will be acted upon to the detriment of a Client and, when making investments where a conflict of interest may arise, Seldon undertakes to act in a fair and equitable manner as among a given Client, other Clients, and its affiliates. Investments by Clients. There may be a conflict of interest in the allocation of investment opportunities among certain Clients, and in particular, such Clients that trade substantially similar strategies. The Firm intends to allocate investment opportunities in a manner which is believed to be fair and equitable over time to all the entities involved. Transactions with Affiliates. Clients are permitted to participate in, to the extent permitted by applicable securities laws, transactions in which a General Partner or the Firm (or any of their employees, members and/or principals or any Investor), or one or more other Clients is directly or indirectly interested. In connection with such transactions, Clients, on the one hand, and the General Partner, Firm, their employees, members and/or principals or Investors, on the other hand, may have conflicting interests. The General Partners and the Firm may also face conflicts of interest in connection with purchase or sale transactions (involving an investment by Clients) with an affiliate of a Client, including with respect to the consideration offered by, and the obligation of, the General Partners or Firm and such other affiliate. Resolution of Conflicts. In the case of all conflicts of interest, the Firm’s determination as to which factors are relevant, and the resolution of such conflicts, will be made using the Firm’s reasonable judgment, but in its sole discretion. In resolving conflicts, the Firm will consider various factors, including, for example, the interests of the applicable Clients with respect to the immediate issue and/or with respect to their longer- term courses of dealing. Certain procedures for resolving specific conflicts of interest are set forth below. When conflicts arise, the following factors may mitigate, but will not eliminate, conflicts of interest: • Except as set forth in a Client’s Governing Documents, such Client generally will not make an investment unless the Firm believes that such investment is an appropriate investment considered from the viewpoint of such Client; • Many important conflicts of interest will generally be resolved by set procedures, 27  Part 2A of ADV: Seldon Capital LP Brochure restrictions or other provisions set forth in a Client’s Governing Documents and/or in the Firm’s compliance manual; • Where the Firm deems appropriate, unaffiliated third parties may be used to help resolve conflicts, such as the use of an investment banker to opine as to the fairness of a purchase or sale price; and • Prior to subscribing for interests in a Fund, each Investor receives information relating to significant potential conflicts of interest arising from the proposed activities of the Fund. In addition, certain provisions of a Client’s Governing Documents are designed to protect the interests of Investors in situations where conflicts may exist, although these provisions do not eliminate such conflicts. In certain instances, some of such conflicts of interest may be resolved in a manner adverse to a Client or an Investor and their ability to achieve their investment objectives. 28  Part 2A of ADV: Seldon Capital LP Brochure Item 12 – Brokerage Practices 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. 29  Part 2A of ADV: Seldon Capital LP Brochure 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 Firm, 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. 30  Part 2A of ADV: Seldon Capital LP Brochure Item 13 – Review of Accounts 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 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. 31  Part 2A of ADV: Seldon Capital LP Brochure Item 14 – Client Referrals and Other Compensation 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 compensate 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. 32  Part 2A of ADV: Seldon Capital LP Brochure Item 15 – Custody As it relates to the SMA Clients, 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. As it relates to the Funds, Seldon is deemed to have custody of the securities and certain cash assets of the Funds because an affiliate of Seldon serve as general partner to the Funds. Seldon will comply with Rule 206(4)-2 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”) (i.e., the” custody rule”) by meeting the conditions of the pooled vehicle annual audit approach. Upon completion of the relevant Fund’s annual audit by an independent auditor that is registered with, and subject to inspection by, the Public Company Accounting Oversight Board (PCAOB), Seldon will distribute the Fund’s audited financials to Investors within 120 days of such Fund’s fiscal year end. 33  Part 2A of ADV: Seldon Capital LP Brochure Item 16 – Investment Discretion 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. 34  Part 2A of ADV: Seldon Capital LP Brochure Item 17 – Voting Client Securities 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. 35  Part 2A of ADV: Seldon Capital LP Brochure Item 18 – Financial Information 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. 36