Seabury Capital Management LLC

Item 5: Fees and Compensation
SCM will receive an annual management fee calculated based on the Gemstone Fund’s committed capital.
Such compensation arrangements will be set forth in each Fund’s Offering Documents.
Management Fee
As consideration for its advisory services to the Gemstone Fund, the Gemstone Fund shall pay to the Firm
a quarterly management fee of 0.35% per annum of limited partner commitments as further disclosed in the
Offering Documents of the Gemstone Fund. This management fee will be paid in arrears; however, the
Firm will pro rate any management fees for periods that are less than a quarter in length.
Fund Expenses
The Gemstone Fund bears all offering, organizational, and operating expenses.
The Gemstone Fund shall be responsible for the fees, costs and expenses incurred in connection with the
operations, activities, investments and business of the Gemstone Fund, including without limitation, all
costs and expenses attributable to due diligence, making, holding, restructuring, managing and disposing
of the Gemstone Fund's investments; all costs and expenses incurred in connection with all actual or aborted

Form ADV Part 2A

transactions of the Gemstone Fund; legal, regulatory, accounting, auditing, consulting, reporting and other
fees and expenses; costs and expenses relating to the general partner of the Gemstone Fund (the “General
Partner”), any special limited partner, the Gemstone Fund, any limited partner holding an additional
sponsor commitment, any alternative investment vehicles and the production of marketing materials and
related advice; costs, expenses and liabilities of the General Partner, any special limited partner, the
Gemstone Fund, any limited partner holding an additional sponsor commitment (including without
limitation, litigation and indemnification costs and expenses, judgments and settlements); any taxes, fees
and other governmental charges levied against the General Partner, any special limited partner, the
Gemstone Fund, any limited partner holding an additional sponsor commitment; expenses and fees of
service providers to the General Partner, any special limited partner, the Gemstone Fund, any limited
partner holding an additional sponsor commitment; reasonable travel and subsistence costs incurred in the
management and operation of the General Partner, any special limited partner, the Gemstone Fund, any
limited partner holding an additional sponsor commitment, the Gemstone Fund and its investments; other
expenses of or referable to the General Partner, the any special limited partner, the Gemstone Fund, any
limited partner holding an additional sponsor commitment, the Gemstone Fund or its investments; any costs
and expenses of establishing and operating the Gemstone Independent Advisory Committee and the Limited
Parter Advisory Committee; any costs and expenses relating to a listing; and any applicable VAT on such
items (to avoid doubt including any VAT payable in respect of any fees).
The Gemstone Fund will not be responsible for paying the ordinary day-to-day expenses and disbursements
of the Firm, such as salaries, bonuses and expenses paid to employees, and the regulatory costs and expenses
of the Firm, to the extent not related to the Gemstone Fund.

Item 7: Types of Clients
SCM will provide investment advice to the Funds, which are pooled investment vehicles, and may in the
future provide similar advice to other pooled investment vehicles.