Seamans Capital Management LLC

Item 5 - Fees and Compensation
Investment Management Fees

Investment management fees (“AUM Fees”) for separate accounts are annual fees, accrued and paid in quarterly
installments in arrears at the annual rates shown in the fee schedule set forth below, depending on the strategy adopted
for the particular assets being managed. They are based on the value of “assets under management” in the account(s) at
the end of each calendar quarter and the investment strategy employed for the account(s). AUM fees are billed
directly to the client or deducted from the client account, depending on the client’s election in the Investment
Advisory Agreement.

SCM has an overall minimum annual AUM fee for new separately managed accounts of $10,000 for
individual clients and $50,000 for institutional clients. Specific types of accounts also have minimum
investment thresholds and differing minimum fees. Investment management fees are negotiable for
accounts in excess of $25 million.

Incentive Fees

Incentive Fees, sometimes described as “Carried Interests” or “Incentive Allocations,” may be charged only to
Qualified Clients or select investments and payable to SCM. They are based on successful portfolio performance
and subject to a “high- water mark.” Incentive fees are based on unrealized appreciation in accounts, as well as
realized returns. Incentive Fees for Qualified Client separate accounts or Fund accounts are accrued monthly and
billed on an annual basis at the rates set forth below based on the aggregate net asset value of the assets managed.
The overall fee is allocated pro rata to each investor’s capital account at the end of each month and paid to SCM
quarterly in arrears. The AUM Fee rate for each account is based on the fee rate for the fund which uses the strategy
adopted for that account as described in the Fee Schedule below. Incentive Fees are accrued monthly and billed
annually to Qualified Clients as a percentage of the annual sum of monthly appreciation, if any, in the fair market
value of the assets in each client account on the last day of that month ( the “Calculation Day”) in excess of the
High Water Mark on the last day of the prior month, as determined by SCM. The “High Water Mark” is the greater
of the initial Account investment and the highest value of the Account that year that has served as a basis for
calculation of the Incentive Fee. The High-Water Mark is subject to adjustment for additions and withdrawals of
capital during the period subsequent to the date of the Mark and for any profit and loss or distributions during that
period. SCM in its discretion may waive all or part of the Incentive Fee for any Account. Valuation procedures are
described in Item 6 below.

The Incentive Fee is designed to compensate SCM for its level of success in meeting the client’s
investment goals. The ability to earn an Incentive Fee, however, may provide an incentive for SCM to
undertake more risk in its investment decision-making than would otherwise be the case in the absence of
such an Incentive Fee. In addition, under the terms of the Incentive Fee, the Advisor may receive
compensation with regard to unrealized appreciation as well as realized gains in the client’s account. The
Incentive Fee is based in part on a determination of fair market value (and any unrealized appreciation)
of non-liquid securities in the account made by SCM

In General

All AUM Fees, Incentive Fees and expenses payable to the Advisor will be paid to the Advisor directly from Client
Fund accounts or individual Client account assets. For separate accounts and Series 1 Fund company accounts,
SCM may, at any time and from time to time on notice to the Client, debit the Client’s Capital Account(s) or
Designated Investment Account(s) for accrued or estimated Management Fees, Incentive Fees or expenses as
accrued and payable, as set forth in the applicable Investment Management or Fund Operating Agreement. The
Fee, Interest or expense debit is the fulfillment of an ongoing Client obligation and is not a call for
additional capital. A s s e t s held in the Client Account(s) at the manager’s discretion may be sold by SCM to
satisfy the incentive fees and capital calls. For private investments, debits for estimated amounts of Management
Fees, Interest or expenses (“Advances”) may be held in a separate Designated Investment Account in the name of

    the Client and disbursed for payment of incurred and accrued AUM Fees, Incentive Fees or expenses. Should a
    Client’s Account be terminated prior to the end of the period for which an Advance is reserved, the unaccrued
    balance of the Advance, plus any undistributed interest or dividends, will be reimbursed to the Client.

    Clients also incur custodian and brokerage fees and other transaction costs. Custody fees and transactions costs are
    outlined in the client’s custodian agreement. Please refer to Item 12 of this brochure for additional brokerage
    information. Fee information is reported to clients in their monthly custodian account statements.

    Separately managed account clients may terminate their Investment Advisory Agreement within not less than thirty
    (30) days prior written notice to SCM. depending on the investment strategy. The Investment Advisory Agreement
    is not assignable without the consent of the client.

   Fee Schedule for Funds and Separate Accounts:

GLOBAL INCOME PREFERRED 6%
Investment Management Fee: 1.20% of Assets
Incentive Fee: 20.00% of Net Asset Gains over a 6.00% Preferred Return (subject to high-water mark)
NEW ERA TECHNOLOGIES
Investment Management Fee: 1.50% of Assets
Incentive Fee: 20.00% of Net Asset Gains over high-water mark
GLOBAL OPPORTUNITIES
Investment Management Fees: 2.00% of Assets
Incentive Fees: 20.00% of Net Asset Gains over high-water mark
OFFSHORE GLOBAL OPPORTUNITIES
Investment Management Fees: 2.00% of Assets
Incentive Fee: 20.00% of Net Asset Gains over high-water mark
...

Item 7 - Types of Clients
SCM manages separately managed accounts and Funds available to the following types of clients.

   •   High Net Worth Individuals
   •   Investment Companies
   •   Family Offices
   •   Endowments
   •   Pension and Profit-Sharing Plans
   •   Pooled Investment Vehicles
   •   Charitable Organizations

Schedule of Minimum Investments

FUND - INDIVIDUAL INVESTOR                                                              $500,000
FUND - INSTITUTIONAL INVESTOR                                                         $2,500,000
SEPARATELY MANAGED ACCOUNT - INDIVIUAL INVESTOR                                       $1,000,000
SEPARATELY MANAGED ACCOUNT - INSTITUTIONAL INVESTOR                                   $5,000,000