Seaport Capital LLC

Item 5: Fees and Compensation
Seaport Compensation
Except as described below and subject to the provisions of their Documents, Seaport charges its
multi-investment Funds an annual management fee, payable quarterly in advance. The
management fee is typically (i) 1.5% of a Fund’s aggregate capital commitments during the
investment period, and (ii) thereafter, 1.5% of net invested capital, until a date determined pursuant
to the Documents. In some cases, the management fees paid by Seaport personnel and their
affiliates are lower or are eliminated.
Management fees are billed to each Fund or its Manager and paid by the Fund or its Manager from
the Fund’s assets. To obtain cash for the payment of management fees, the Manager of the Fund
either draws down Investors’ capital commitments or uses cash on hand.
Seaport also receives performance fees from certain Funds, based on income and capital
appreciation and referred to as “Carried Interest.” Item 6 below describes the Funds’ performance-
based fees.
These fees are generally not negotiable other than in certain circumstances in which Seaport forms
a parallel fund. Seaport may, in its discretion, structure any Co-Invests or SPVs either with or
without management fee or Carried Interest, or Seaport or an affiliate may receive (and in certain
cases, has received) either a separate equity interest in a portfolio company in conjunction with
such entity’s investment therein or a separate equity interest in such Co-Invest or SPV.
Seaport receives additional compensation from certain portfolio companies from fees earned in
connection with portfolio transactions, monitoring and/or oversight services, and break-up and
other fees. A portion of these fees is offset against the Funds’ management fees, if any, if so
provided in the respective Funds’ Documents.
Organizational Expenses
The Funds pay organizational expenses incurred in connection with their formation and, when a
placement agent (“promoter”) is engaged, promoter fees and related expenses; however, excess
organizational expenses (as defined in the Documents), if any, and all promoter fees, reduce
management fees otherwise payable by an equivalent amount.
Expenses Associated with Unconsummated Investments
Seaport tracks and allocates fees and expenses associated with each investment opportunity, based
on each Fund’s pro rata participation in an investment opportunity, subject to any applicable fund
restrictions. Multi-investment Funds with capital available for new investments will absorb
expenses related to or arising from unconsummated investments in which they would have
invested if such opportunities had been consummated.
In certain cases, SPVs, AIVs, or Co-Invests may be established to allow Investors to invest
alongside a Fund. When formed, such co-investors typically bear the costs of organizing and
operating the vehicle, as well as their pro rata share of investment-related expenses. However,
unless Seaport determines otherwise in its sole discretion, or negotiates a different arrangement,
SPVs, AIVs, and Co-Invests generally do not bear expenses related to transactions that are not
consummated (“Dead Deal Costs”). Even if an SPV, AIV, or Co-Invest was formed or co-investors

had committed to invest in a proposed transaction, the entire amount of Dead Deal Costs will
typically be allocated solely to the Fund(s) with capital available for new investments. Seaport has
broad discretion in determining the fair and equitable allocation of expenses, considering factors
such as timing, benefits to the Fund of co-investor participation, and negotiation dynamics. This
discretion creates a potential conflict of interest, as it may result in a Fund bearing more than its
pro rata share of Dead Deal Costs.
Expenses Incurred in Connection with Funds’ Operations
Funds are also subject to other investment and administrative expenses. Each Fund generally
absorbs the cost of expenses directly related to its operations, including (but not limited to): legal,
auditing and tax return preparation expenses; if applicable, expenses of the advisory board and
meetings of the Investors; taxes, filing fees or other governmental charges; other expenses
associated with the acquisition, holding and disposition of its investments; and, in certain cases,
extraordinary expenses (such as costs of legal representation). Where provided for or permitted by
the Documents, Funds also absorb a share of indirect expenses such as (but not limited to) the cost
of Investor reporting and of directors and officers insurance. Shared expenses are allocated based
on committed capital, investment cost and/or fair value of the assets and liabilities of such
investments and Funds or on the nature of a Fund’s use of the underlying service.
The Funds may incur brokerage and other transaction costs. Item 12 below provides more
information about Seaport’s brokerage practices.
Fees and Expenses Paid to Seaport or the Funds by Portfolio Companies
Fees paid by portfolio companies in connection with a Fund’s investment will be allocated between
a Fund and Seaport in accordance with the provisions of such Fund’s limited partnership or
operating agreement or related management agreement. In the event such agreement does not
address the allocation of such fees, the fees will be retained by Seaport. In the event that more than
one Fund has an investment in a portfolio company that pays fees to Seaport, each Fund’s share
of the fees for the purpose of calculating a management fee reduction or other benefit to such Fund
generally will be determined by reference to such Fund’s limited partnership, operating and/or
management agreement and using such Fund’s pro rata share of the Funds’ combined total
investment in such portfolio company.
Seaport personnel serve as members of portfolio companies’ boards of directors. The portfolio
companies reimburse Seaport for travel-related and other expenses incurred by Seaport personnel
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Item 7: Types of Clients
Seaport provides advice directly to the Funds, which are pooled investment vehicles, and not to
individual Investors. The Funds are currently Seaport’s only clients. Seaport may also advise
certain co-investment vehicles or other affiliated investment vehicles formed in connection with
investments made by the Funds. Access to the Funds is limited to Investors who meet specified
minimum investment criteria relating to their financial holdings, investment experience, and the
like, as well as financially knowledgeable Seaport personnel. Investors and prospective investors
in a Fund are provided with that Fund’s Documents, which identify the strategies’ investment
objectives along with associated risk factors.
Investors in the Funds generally include high net worth individuals, family offices, banks, pension
and profit-sharing plans, trusts, university endowments, insurance companies, corporations,
limited partnerships and limited liability companies and other business entities.
With certain exceptions, Seaport requires that each Investor be (i) an “accredited investor” as
defined in Regulation D under the Securities Act of 1933 or (ii) a “qualified purchaser”, within the
meaning of Section 2(a)(51) of the Investment Company Act of 1940, as amended.