Form ADV Part 2A · March 24, 2026
Firm Brochure
CRD# 222518 · 500 W 2nd St, Suite 1900, Austin, TX 78701 · 773-442-2294 · svrn.co
This brochure provides information about the qualifications and business practices of SVRN Asset Management, LLC, a registered investment adviser. Registration does not imply a certain level of training or skill. If you have any questions about this brochure, please contact us at sam@svrn.co. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Additional information is available on the SEC's website at adviserinfo.sec.gov.
Item 2
Material Changes
This Brochure represents an amendment to the Brochure for SVRN Asset Management, LLC. Since the filing of the last annual update Brochure amendment dated February 27, 2025, the following material changes have been made:
- Item 4 was updated to reflect that SVRN now manages one pooled investment fund, the SVRN Multi-Strategy Fund. References to a second pooled fund have been removed as it is being liquidated as of this writing.
- Item 6 was substantially revised to disclose that SVRN manages performance-based accounts (the SVRN Multi-Strategy Fund) alongside non-performance-based advisory accounts and to describe the firm's allocation policies, including pro-rata allocation procedures, a rotation methodology for capacity-constrained opportunities, and quarterly review by the Chief Compliance Officer.
- Item 10 was expanded to disclose Mr. Lee's roles as President and Chief Compliance Officer of two affiliated SEC-registered investment advisers: Militia Investments, LLC, which sub-advises the Militia Long/Short Equity ETF (ticker: ORR), and Militia Capital, LLC, which manages a private hedge fund. The Item also discloses Mr. Lee's 30% ownership interest in Militia Investments and describes specific conflicts of interest and mitigation measures arising from these affiliations.
- Item 12 was updated to simplify the description of custodian selection practices and to disclose that custodians earn interest on cash held in client brokerage accounts.
- Item 14 was updated to cross-reference the expanded affiliate disclosures in Item 10.
- Item 15 was substantially expanded to describe the specific circumstances under which SVRN is deemed to have custody, including fee deduction authority, standing letters of authorization, and SVRN's deemed custody of the SVRN Multi-Strategy Fund under SEC Rule 206(4)-2, along with the fund's annual PCAOB audit requirement.
- The firm's office address was updated.
We will notify you of material changes within 120 days of fiscal year end.
You may request a copy of our Brochure by contacting us at (773) 442-2294. Additional information about SVRN Asset Management, LLC is also available via the SEC's website adviserinfo.sec.gov.
Item 4
Advisory Business
SVRN Asset Management, LLC was founded in 2015 by the firm's sole owner, Samuel Lee. Prior to founding the firm, Sam was an exchange-traded fund strategist at Morningstar, Inc., an investment research and data firm, where he specialized in asset allocation.
Services
Our main service is asset management, where we craft for you an investment strategy that attempts to achieve the highest expected returns after fees and taxes, given your goals and constraints.
Our service begins with a series of consultations where we explore your goals, finances, behavioral makeup, time horizon, and so on. We pay close attention to how much money you can lose without derailing you from your goals (risk capacity), how capable you are of experiencing losses with equanimity (risk tolerance), and how much you care about keeping your returns close to that of common benchmarks (tracking error tolerance).
We attempt to identify major risks to your financial and human capital, and recommend ways to mitigate them, including buying insurance, selling down concentrated equity holdings, and matching assets to liabilities.
Our goal is to be as helpful as possible in all matters related to money and risk.
We include financial planning gratis as we believe it is unwise to expend extraordinary efforts trying to beat the market (an uncertain and difficult endeavor) while neglecting simple, surefire ways to make money. We also manage a pooled investment fund, the SVRN Multi-Strategy Fund, that we make available to certain qualified clients.
We are not estate, tax or insurance specialists; we will work with your existing providers or help you find them.
Restrictions
We restrict ourselves to selecting individual stocks and bonds, certificates of deposit, mutual funds, exchange-traded funds, closed-end funds, and hedge funds.
Customization
Our service is customized to account for your behavioral makeup, investment knowledge, health, family structure, human capital, tax situation, spending needs, liquidity needs, and financial assets and liabilities. You may impose restrictions on investing in certain securities or types of securities.
Fiduciary Standards
We act as a fiduciary to all clients. For retirement plan accounts and IRAs, we are fiduciaries under ERISA and the Internal Revenue Code, as applicable, and are required to act in your best interest. Because our fees are based on assets under management, we earn more as your portfolio grows, which aligns our long-term interests with yours.
Wrap Program
We do not participate in wrap programs.
Assets Under Management
As of February 12, 2026, we had approximately $162,879,521 in discretionary assets under management, and $68,582,421 in non-discretionary assets under management.
Item 5
Fees and Compensation
We charge a tiered annual asset-based fee: 0.6% for the first $5 million, 0.5% for the next $5 million, and 0.4% for the rest. Fees are payable after the end of each calendar quarter of service based on the average market value of the assets under management, minus any borrowings, during the calendar quarter. We subtract borrowings to align our interests with yours.
For the first and last quarters of an engagement, the fee is prorated based on a 365-day year. Fees may either be billed to you or be withdrawn directly from your account held by a qualified custodian.
Our fee is negotiable. At our discretion we may lower our fee, particularly for early clients. For unusually complex cases we may add a fixed charge to reflect the added work.
We do not charge our advisory fee on client assets invested in any funds or products for which we already earn fees.
You are responsible for all other fees, including custodial, legal, and accounting. The investment funds we recommend will directly charge you management, brokerage and other fees. You are also responsible for brokerage costs. However, we prefer to keep turnover low, so we don't expect to incur big brokerage costs. See Item 12 for more information. We don't receive any portion of fees charged to you by other service providers.
Item 6
Performance-Based Fees and Side-by-Side Management
We charge performance-based fees to the SVRN Multi-Strategy Fund. We also advise clients on a non-performance-based fee basis, including clients who invest directly in hedge funds and other pooled vehicles. Because our advisory clients and the Multi-Strategy Fund may invest in the same or similar underlying hedge funds, we manage performance-based and non-performance-based accounts side by side. This creates a conflict of interest, as we can earn more by allocating attractive opportunities to the fund.
To mitigate this conflict, we maintain written allocation policies requiring that investment opportunities be allocated fairly across accounts on a pro-rata basis relative to each account's target allocation, subject to practical constraints such as manager-imposed minimums, capacity limits, and subscription timing. When capacity is limited, we use a rotation methodology that prioritizes accounts that received reduced or no allocation in prior rounds. Redemption notices are submitted for all accounts in the same cycle when we determine a manager should be redeemed. Our Chief Compliance Officer reviews allocation records at least quarterly.
In addition, through a commonly controlled affiliate, Militia Investments, LLC, we deploy common resources and personnel to sub-advise the Militia Long/Short Equity ETF (ticker: ORR). This creates a potential conflict because fee structures differ across accounts. To address this, we maintain trade policies and pre-clearance requirements covering personnel shared across SVRN and Militia Investments. See Item 10 for more on our affiliate relationships and conflict mitigation measures.
Item 7
Types of Clients
We offer asset management and financial planning services to high-net-worth individuals, their families and their trusts. We may accept other types of clients at our discretion. There is no account size minimum. We also provide investment advisory services to the pooled investment fund mentioned above.
Item 8
Methods of Analysis, Investment Strategies, and Risk of Loss
Principles
First, we believe an asset's true worth is determined by the cash you can pull out of it, discounted by the appropriate interest rate. Over the long run, price converges on intrinsic value. Because valuation is so important, for every asset we invest in we try to come up with our best guess for its expected long-run real return.
Second, we believe most investors should diversify as much as possible. We are blind to what the future holds, so we want to maximize the protection diversification affords. We spend a lot of time thinking about a client's concentrated risks. An obvious one is a big equity position in a single company. A less obvious but important source of risk is one's job. For example, a client whose income is tightly linked to a particular industry should usually be underweight assets linked to it, because his human capital is already concentrated in that sector. Once we've identified these big risks, we seek to mitigate them to the extent that's desirable and possible, and then we build our portfolios around them.
Taking the logic of diversification to its extreme, we believe investors should not only diversify across stocks, industries, geographies, and asset classes, but also across strategies. You should hold a concentrated portfolio only if you've done a good job of researching your investments and are justifiably confident you know something the market doesn't.
Third, we believe risk and reward are usually, but not always, positively related. Stocks are usually priced to offer higher expected returns than bonds, and bonds higher than cash. History and economic reasoning show that equities are the best way to build long-term wealth. The drawback is equities occasionally suffer sickening losses and, when bought at inappropriately high prices, may not recoup them in a reasonable time frame.
Despite equities' attractive historical returns, stock investors have managed to destroy fortunes by buying high and selling low. To avoid this, we scale your equity exposure to your behavioral makeup, time horizon and goals. Are you an aggressive, pro-cyclical investor who wants to buy when things look good and sell when things look bad? If so, we will recommend lower equity holdings to work against your impulses.
Finally, we're confident that the market makes errors, but exploiting them is hard—so hard that most investors who make active bets and incur high costs will underperform a passive portfolio that incurs minimal fees and taxes. While we believe skilled managers exist, the obviously talented managers are either inaccessible or charge high-enough fees to consume most of their expected outperformance. We are willing to pay up for good managers, but we set the hurdle high, demanding exceptional quality of thought, reasonable fees in relation to expected outperformance, and high integrity. We require managers to display credible evidence of skill that can't be replicated by mechanical implementations of their strategies. For example, a value-oriented stock-picker who can't outperform a simple stock-selection strategy that buys statistically cheap stocks would fail our test.
Factor Analysis
These principles have led us to adopt a style of analysis that places factors at the center of many of our investment decisions. A factor is a characteristic or group of related characteristics that explains asset returns. Factor research provides a framework for assessing active managers, constructing portfolios with superior risk-adjusted returns, and identifying and managing risks.
Researchers have identified a handful of important risk factors that generate expected returns as compensation. An investor who owns equities or junk bonds bears economic growth risk and, if the market is functioning properly, is expected (not guaranteed) to earn a return for bearing that risk. It is often called market risk. Understanding an asset's factor exposures is more important than its label. Investors who diversify by asset class without paying attention to factor exposures may end up taking on more risk than they had expected—a lesson many learned too late when the financial crisis shredded the returns of supposedly uncorrelated strategies and asset classes.
In addition, researchers have identified a handful of dynamic investment factors, or styles, that explain away much of the excess returns active managers have produced. The most famous are value and momentum. Historically, value assets have outperformed growth assets and high momentum assets have outperformed low momentum assets. Many managers who seemingly outperform their benchmarks do not outperform after their factor exposures are accounted for.
We think the most interesting investment factors are value, momentum, trend, quality and low beta, and seek exposure to them through the most efficient means possible. We use both active and passive investing strategies. By active, we mean a strategy that deviates from its market-weighted benchmark. By passive, we mean a strategy that closely tracks its market-weighted benchmark.
Investment Strategies and Their Risks
Our most basic strategy is strategic asset allocation. For each client we tailor a benchmark portfolio of passive funds allocated among U.S. stocks, foreign stocks, high-quality bonds, and cash. The portfolio is simple, cheap and conventional by design. The goal is to find a conventional allocation that will produce the highest risk-adjusted returns given your financial and emotional capacities to withstand losses. The passive portfolio measures the effectiveness of our active investment decisions. Ideally, we will only change the passive benchmark portfolio when your risk tolerance changes.
The benefits of a passive benchmark-style portfolio include low expenses, low turnover, tax efficiency, simplicity, transparency, and robustness to human error. However, such a strategy may exclude useful information such as current valuations, and is largely reliant on equities to generate real returns. Barring the past three decades, fiat-currency-based bonds have provided miserly after-inflation, after-tax returns—they are mostly added to soften the volatility of equities. While high quality bonds do well during disinflationary recessions, when both economic growth and inflation fall, they do poorly during inflationary recessions (or stagflations), when economic growth falters and inflation rises. The conventional stock-bond portfolio is exquisitely tuned to inflict pain when stagflation strikes.
We typically overlay active views on the passive portfolio. The magnitude and complexity of these active bets are scaled to your understanding of them, your tolerance for complexity, and your ability to tolerate being out of step with the benchmark.
There are three active strategies we pursue in combination.
Our valuation-based strategic asset allocation strategy slowly tilts to assets with higher risk-adjusted expected returns based on fundamental measures of expected return including price-to-earnings ratio, price-to-book ratio, yield, and so on. Because asset class prices do not reliably revert to historical valuations, we are cautious in tilting to seemingly cheap assets.
Regime shifts can up-end long-standing historical relationships. One of the biggest regime shifts occurred in the early 1980s, when interest rates and inflation switched from experiencing a secular rise to a secular decline. An investor who had tried to time the market over this period based on historical valuations would have ended up underinvested through a multi-decade bull market. The threat of a long-lived regime shift is perhaps the biggest risk to our valuation-conscious strategic allocation strategy.
Our momentum-based tactical asset allocation strategy exploits momentum, arguably the most powerful and pervasive anomaly found in financial markets. Momentum is the tendency for price changes to persist and can be measured in many ways. Absolute momentum (also known as trend-following) compares an asset's price against itself or against a fixed benchmark, like the 3-month Treasury-bill return. Relative momentum compares an asset's returns against other assets. However, momentum-chasing is a high-turnover strategy that is most suitable in tax-deferred accounts and in liquid assets with low transaction costs. The main risk is trendless, “whipsaw” markets, which can inflict substantial losses on momentum-chasers.
Our manager selection strategy attempts to identify exceptional managers with superior prospective returns. This is a hard task—much of what passes off as skill is either the product of dumb luck or mechanically replicable tilts. In order to distinguish luck from skill, we look for evidence of sustainable edge. The best such edge is the quality of people. We look for managers with plenty of brains, creativity, and independent thinking. Just as important, we will only deal with managers who treat their clients as partners, not adversaries. This means reasonable fees in relation to expected outperformance, skin in the game, transparency, critical self-assessment, and a clean regulatory record. In general, asset managers directly controlled by publicly traded financial institutions have failed to meet our criteria, but there are some notable exceptions. In addition to asset-class specific risks, some of our chosen managers will use leverage and derivatives to obtain their target exposures, which may add to the complexity and riskiness of the portfolio. Active managers pose additional due diligence challenges, such as the possibility of fraud and hidden conflicts of interest.
Because we believe diversification is important, we integrate all these approaches into a single portfolio.
Investing is risky. As an investor, you are paid to bear the possibility that something terrible will happen to your portfolio. Though we take steps to mitigate risk, you cannot avoid it. You are all but guaranteed to suffer losses at some point, perhaps gut-wrenching losses.
Tax Efficiency
Because beating the market is difficult, we strive to minimize your taxes, which can be the biggest drag on your portfolio.
To do this, we reject the mindless application of model portfolios and instead customize your portfolio to your circumstances, taking into account:
- your marginal tax rate (now and in the future),
- existing holdings with unrealized gains,
- tax-advantaged accounts (e.g., IRAs, 401(k)s, HSAs, etc.), and
- estate planning considerations.
Some of our main tax-minimizing strategies include:
Tax-efficient asset selection, preferring exchange-traded funds (ETFs), and other efficient vehicles for plain vanilla stock and bond exposure. Many ETFs are tax-advantaged due to their ability to avoid distributing capital gains.
Tax-loss harvesting, which involves selling taxable assets with losses and immediately replacing them with suitable equivalents. Doing this allows you to deduct a portion of your losses against your ordinary income, and, more importantly, allows you to offset realized gains. In rare circumstances, we will do tax-gain harvesting, realizing modest gains to use up your lowest tax brackets if you have little to no income in a particular year.
Deferring capital gains. We try to avoid realizing large capital gains. Often, this will involve building your portfolio around a legacy position that has big gains. For example, if a client has a large Apple AAPL stock position with large gains, we will treat it as large-cap US stock growth equivalent and avoid adding assets that increase your concentration in that asset class.
Tax location, which involves allocating tax-inefficient assets in tax-advantaged accounts (such as IRAs, 401(k)s, HSAs, etc.) and tax-efficient assets in taxable accounts. We treat all your accounts as one large portfolio and place low-yield stocks in taxable accounts and bonds, REITs and high-turnover active funds in tax-advantaged accounts. Doing this can yield large savings over the more common approach of treating each account as a distinct portfolio.
The biggest downside of tax-efficient investing is tracking error to our ideal target portfolio. For example, a big, concentrated position with large gains may drastically underperform the market. Another downside is behavioral: some clients may feel uncomfortable with the account-level concentration that naturally arises from tax location (e.g., your IRA may be stuffed with almost all fixed income and your taxable account may be mostly stock). However, in expectation, a tax-efficient portfolio strategy will likely result in better long-term growth.
Pooled Investment Funds
Risks related to the pooled investment fund are detailed in the fund documents available upon request.
Artificial Intelligence and Machine Learning Risk
Certain service providers utilized by the Firm to service client accounts have artificial intelligence components. The use of artificial intelligence and machine learning includes increased risk of data inaccuracies and security vulnerabilities. Due to the rapid advancement of machine learning technologies, future risks related to artificial intelligence are unpredictable. As a measure to mitigate these risks to our clients, the Firm performs periodic due diligence of our service providers for assurance that the service providers have appropriate controls in place to protect our clients' information and to limit data inaccuracies when artificial intelligence is used by the service provider.
Item 9
Disciplinary Information
We have no disciplinary information to report.
Item 10
Other Financial Industry Activities and Affiliations
SVRN has a pooled investment fund, the SVRN Multi-Strategy Fund, that is made available to qualified investors on a limited basis. SVRN is the owner of SVRN Multi-Strategy Fund GP LP which is the general partner of the fund.
SVRN's sole owner, Samuel Lee, also serves as President and Chief Compliance Officer of two affiliated registered investment advisers: Militia Investments, LLC (“Militia Investments”), which sub-advises the Militia Long/Short Equity ETF (ticker: ORR) under the EA Series Trust registered investment company; and Militia Capital, LLC (“Militia Capital”), which manages Militia Capital Partners, LP, a private hedge fund. Both entities are SEC-registered investment advisers. Samuel owns 30% of Militia Investments and has no equity in Militia Capital.
These affiliations create several conflicts of interest:
- Because SVRN's owner benefits financially from the growth of the ORR ETF, SVRN has an incentive to allocate client assets to it. To mitigate this, SVRN waives its advisory fee on the portion of client assets invested in ORR.
- Because personnel shared across SVRN and Militia Investments may have access to non-public information about pending ETF trades, there is potential for conflicts in trade sequencing. SVRN and its affiliates maintain trade sequencing policies and pre-clearance requirements to mitigate this.
- Because Mr. Lee serves as President and CCO of both Militia Investments and Militia Capital in addition to his role at SVRN, there is potential for conflicts in the allocation of time and attention across the three firms. To mitigate this, Mr. Lee maintains a structured schedule allocating time across entities, and day-to-day compliance monitoring functions are supported by documented procedures and, as resources permit, additional compliance personnel.
Item 11
Code of Ethics, Participation or Interest in Client Transactions and Personal Trading
Code of Ethics
We maintain a Code of Ethics covering our fiduciary duties, personal securities trading, insider trading, and disciplinary procedures. Clients may request a copy from the Chief Compliance Officer.
Trading Conflicts of Interest
Individuals associated with SVRN are permitted to buy or sell securities for their personal accounts identical to or different than those recommended to clients. However, no person employed by SVRN is allowed to favor his or her own interest over that of a client or make personal investment decisions based on the investment decisions of advisory clients.
To address potential conflicts of interest, we require that associated persons with access to advisory recommendations provide annual securities holdings reports and quarterly transaction reports to the Chief Compliance Officer. We also require prior approval from the Chief Compliance Officer for investing in any IPOs or private placements (limited offerings).
We may recommend that clients invest in the Militia Long/Short Equity ETF (ticker: ORR), which is sub-advised by Militia Investments. See Item 10 for a full description of the affiliate relationships, associated conflicts, and SVRN's fee waiver policy.
Item 12
Brokerage Practices
The Custodian and Brokers We Use
We do not maintain custody of client assets. We require all client assets be maintained in an account at a non-affiliated qualified custodian, generally a broker-dealer or bank. The custodian will hold your assets in a brokerage account and buy and sell securities on your behalf.
While we may recommend that you use a particular custodian/broker, you will ultimately decide whether to do so and will open your account by entering into an account agreement directly with the custodian/broker. We cannot open accounts for you, but we can help you opening an account at whatever custodian/broker you decide to use.
How We Select Custodians and Brokers
We recommend Charles Schwab & Co. as your broker and custodian. While SVRN and Schwab have an existing relationship, we are not affiliated.
Your Brokerage and Custody Costs
Our clients receive various services directly from our custodians. For our clients' accounts that they maintain, the custodian generally does not charge separately for custody services but instead is compensated by charging commissions or other fees on trades and by earning interest on cash held in the brokerage (which earns de minimis interest for clients). However, we try to minimize the amount of low-yielding cash in client accounts.
Since custodians often charge a fee for each trade executed by a different broker-dealer, we generally have the custodian execute most trades for your account to minimize trading costs. We have determined that this is consistent with our duty to seek best execution—meaning the most favorable terms for a transaction based on all relevant factors.
Products and Services Available to Us from Brokers/Custodians
Our custodians make available to us various products and services that benefit us but may not directly benefit you. We use Schwab's rebalancing software, but do not use any of its research or get any referrals from them. This may give us an incentive to recommend Schwab based on our interests rather than yours, which is a potential conflict of interest. We believe, however, that our recommendation of Schwab is in the best interests of our clients, and is primarily supported by the scope, quality, and price of their services.
Aggregation of Transactions
We may, from time to time, aggregate client orders into blocks in order to facilitate more efficient execution. When aggregating orders, an average price is given to all participants in the block, or other measures are taken, to treat all accounts fairly.
Item 13
Review of Accounts
We review accounts at least quarterly. Reviews may be general in nature, addressing investment objectives, risk tolerances or asset allocations, or they may be more detailed depending on circumstances such as market conditions or changes in your financial situation. Clients should notify us of any material personal financial changes.
In addition to the statements and trade confirmations that clients receive from the custodian, we may provide periodic performance-related reports depending on the type of engagement. We urge clients to carefully review custodial statements and compare them to any reports we provide.
Item 14
Client Referrals and Other Compensation
We do not pay anyone to refer clients to us, nor do we refer clients for pay. We may refer clients to other professionals we admire and trust and receive referrals from them.
SVRN's owner also owns and serves as President and Chief Compliance Officer of Militia Investments, LLC and Militia Capital, LLC. See Item 10 for a full description of these affiliations, associated conflicts, and SVRN's policy of waiving its management fee on client assets invested in the ORR ETF.
Item 15
Custody
All client assets are held by qualified custodians selected by the client. We do not maintain physical custody of client funds or securities.
However, we are deemed to have custody in certain limited circumstances:
Fee Deduction
With your written authorization, we may instruct your custodian to deduct our advisory fees directly from your account. Your custodian sends you statements at least quarterly showing all account activity and deductions. You should review those statements carefully and compare them to any invoice or report we provide. If you find discrepancies, contact us and your custodian immediately.
Standing Letters of Authorization
In some cases, clients authorize us to direct their custodian to send funds to a designated third party (for example, to pay a bill or transfer to another account in your name). Where such standing letters of authorization are in place, we rely on the SEC's conditions for this arrangement: the client provides written authorization to the custodian, the client may change or revoke the instruction, the custodian sends transaction confirmations to the client, and disbursements go only to parties and accounts designated by the client. We do not have authority to designate new recipients or change the amount without updated client instructions.
Pooled Investment Fund
SVRN's principal serves as the managing member of the SVRN Multi-Strategy Fund, which gives SVRN deemed custody of the fund's assets under SEC Rule 206(4)-2. To comply with the custody rule, the fund is subject to an annual audit by an independent public accountant registered with the PCAOB, and audited financial statements are distributed to fund investors within 180 days of the fund's fiscal year end.
You will receive statements from your custodian at least quarterly. We urge you to review them promptly.
Item 16
Investment Discretion
We manage assets on both a discretionary and non-discretionary basis. With discretionary authority, we can make trades in your investment accounts without consulting you first. You must sign a limited power of attorney form from your custodian before we can exercise this authority.
Item 17
Voting Client Securities
We do not vote proxies for you. Your custodian will provide you proxy voting materials.
Item 18
Financial Information
We have no financial condition that is reasonably likely to impair our ability to meet contractual commitments to you. Because we do not require prepayment of more than $1,200 in fees per client six months or more in advance, we are not required to include a balance sheet.