Item 5: Fees and Compensation .................................................................................................................................. 6 Item 6: Performance-Based Fees and Side-by-Side Management .............................................................................. 9 Item 7: Types of Clients ............................................................................................................................................. 10 Item 8: Methods of Analysis, Investment Strategies and Risk of Loss ..................................................................... 10 Item 9: Disciplinary Information .............................................................................................................................. 25 Item 10: Other Financial Industry Activities and Affiliations ................................................................................... 25 Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ............................. 26 Item 12: Brokerage Practices ..................................................................................................................................... 27 Item 13: Review of Accounts ..................................................................................................................................... 30 Item 14: Client Referrals and Other Compensation .................................................................................................. 30 Item 15: Custody ........................................................................................................................................................ 30 Item 16: Investment Discretion ................................................................................................................................. 30 Item 17: Voting Client Securities ............................................................................................................................... 31 Item 18: Financial Information ................................................................................................................................. 31 Supplemental Information …………………………………………………………………………………………………………………………33 (800) 955-9988 | www.sheltoncap.com 4 Shelton Capital Management is an SEC-registered investment advisor organized as a limited partnership on August 1, 1985 under the laws of the State of California with its principal place of business located in Denver, Colorado. Shelton Capital Management is controlled by a privately held partnership, RFS Partners, LP which is controlled by RFS, Inc. (an S- Corporation). RFS, Inc. is controlled by a family trust. Mr. Stephen C. Rogers is the Chief Executive Officer of Shelton Capital Management and serves as a co-trustee of the family trust. Shelton Capital Management provides investment management services to mutual funds, institutions, individuals, retirement plans and their sponsors, and other entities. In particular, we provide investment management services through Separately Managed Account strategies (“SMAs”). These strategies may be managed on a discretionary and non-discretionary basis for the following types of clients:
• Institutional clients (including pension and profit sharing plans, trusts, estates, charitable organizations, business entities) and individual clients (collectively, “Direct Clients”);
• Sub-Advisory services where we provide the advisory services to the investment advisor for a portion of their advisory client’s account (“Sub-Advisory Clients”);
• Clients in sponsored wrap programs or wrap fee programs (“Wrap Clients”); and
• Sponsors of UMA Programs where we provide the advisory services to the sponsors rather than to the underlying UMA clients. We work with each Direct Client to establish an appropriate investment profile. For Wrap Clients, financial advisors working for the Wrap Sponsor, as defined in the following, guide the clients to select the appropriate investment strategy we offer. For Sub-Advisory clients, financial advisors working directly with the client choose from our offered strategies. Clients may choose from international equity, fixed income, tactical credit and options-related strategies. Direct Clients and Sub- Advisory Clients may impose reasonable restrictions on our management of their accounts. Wrap Clients may only impose a limited range of restrictions on our management of their accounts. Before establishing a Direct Client relationship, we will enter into a written advisory contract, supplemented in certain cases

other documentation, with a client to understand their particular needs and investment goals and to establish guidelines appropriate to the client’s account.
• Shelton Capital cannot guarantee or assure a client
• that investment goals and objectives will be achieved,
• of the future performance of an account or any specific level of performance;
• of the success of any investment decision or strategy we may use; or
• of the overall success of our management of a client’s account. The investment decisions we make are subject to various market, currency, economic, political and business risks and the risk that investment decisions will not always be profitable. Please see Item 8: Methods of Analysis, Investment strategies and Risk of Loss for more information about our strategies and related investment risks, which clients should review carefully before deciding to engage us. ERISA Accounts Shelton Capital Management may be deemed to be a fiduciary to clients that are employee benefit plans or individual retirement accounts (IRAs) pursuant to the Employee Retirement Income and Securities Act (“ERISA”), and regulations under the Internal Revenue Code of 1986 (the “Code”), respectively. As such, Shelton Capital Management is subject to specific duties and obligations under ERISA and the Internal Revenue Code that include among other things, restrictions concerning certain forms of compensation. 3(38) Advisory Services We provide investment advisory services to ERISA and non-ERISA retirement plans and accounts, and their sponsors, including discretionary investment management 3(38) solutions. (800) 955-9988 | www.sheltoncap.com 5 Mutual Funds Shelton Capital Management provides investment management services to various series open end mutual funds of SCM Trust and Shelton Funds. These mutual funds are described in the prospectuses of the funds which are available on our website (sheltoncap.com), or in the case of certain funds sub-advised by ICON Advisers, Inc., on the ICON Advisers website (iconadvisers.com). Assets Under Management As of March 18, 2024, we had $5,082,746,287 of assets under management. Participation in Sub-Advised Option Strategies We serve as a sub-advisor to investment advisory firms’ clientele for various strategies. The investment advisory firms typically provide some or all of the following:
• recommend us to their advisory clients for the management of a portion of their account;
• obtain required suitability information and client’s investor profile;
• provide quarterly performance reporting to their clients;
• monitor our performance; and
• determine the custodian. Participation in Wrap Programs We serve as the advisor for wrap fee program accounts (“Wrap Programs”) sponsored by brokerage firms and/ or their affiliates (“Wrap Sponsors”). Under these Wrap Programs, the Wrap Sponsors typically perform some or all of the following services:
• recommend us to their Wrap Clients;
• execute the clients’ portfolio transactions without charging a transaction-based fee;
• monitor our performance; and
• act as custodian. Wrap Sponsors charge a single fee for performing some or all of these services and pay a portion of that fee to us for investment management services. As negotiated between a Wrap Client and a Wrap Sponsor, our investment management fee may differ from the fee schedules charged for Direct Clients as shown under Item 5: Fees and Compensation. Wrap Program accounts typically grant us full investment discretion, depending on the individual needs of the client, as communicated to us by the Wrap Sponsor. However, we generally do not have the discretion to select broker- dealers to execute portfolio transactions for Wrap Clients, as discussed in Item 12: Brokerage Practices. Wrap Clients generally have the ability to establish special limitations on the investments in their portfolios, although Wrap Clients must notify their Wrap Sponsor, who will then notify us, of any changes to the Wrap Client’s financial condition, investment objectives, risk tolerance, and restrictions. For more information about Wrap Programs, including information about fees and other terms and conditions of investment, please see the Wrap Sponsor’s applicable program brochure. Participation in UMA Programs We participate in Unified Managed Account (UMA) programs which may be sponsored by broker-dealers and unaffiliated investment advisory firms, among others. We provide our investment model to the UMA sponsors, but we do not execute transactions for the UMA clients since the UMA sponsors implement the investment model by executing transactions in the UMA accounts at their discretion. We are responsible for communicating any changes to the investment model to the UMA sponsor on a timely basis. Please see Item 12: Brokerage Practices for a discussion of how we communicate changes to the investment model to UMA sponsors. UMA clients are generally not considered to be clients of Shelton Capital, but rather clients of the UMA sponsor. (800) 955-9988 | www.sheltoncap.com 6