Spruce House Investment Management LLC

Item 5. Fees and Compensation
The Adviser charges each Partnership an asset-based investment management fee (the “Management Fee”)
based on the value of the Partnership’s net assets under management. The general partner of each
Partnership, Spruce House Capital LLC, (the “General Partner”) is also eligible to receive from each
Partnership an incentive allocation (the “Incentive Allocation”), which is compensation based on a share of
realized and unrealized appreciation of the Partnership's assets. Partnership investors are subject to the
Management Fee and Incentive Allocation indirectly through their investment in the Partnership and the
details of which are set forth in the Governing Documents (as defined below).

The Management Fee is generally payable quarterly in arrears and is at an annual rate of 1.0 % of the value
of each investor’s account as of the first day of the applicable quarter. The Management Fee will be
prorated for any period that is less than a full fiscal quarter and will be adjusted for subscriptions and
withdrawals. The Adviser instructs the Partnership’s custodian to deduct the Management Fee from the
Partnership’s account.

The Incentive Allocation charged to each Partnership is generally 20% of the Partnership's net profits
(including any realized and unrealized gains and losses) and is subject to a loss carry-forward provision.
The Incentive Allocation, if any, will be reallocated to the General Partner and or Special Limited Partners,
limited partners who provide services to the Partnership that are designated as such through a written
agreement, of the Partnership at the end of each fiscal year, or at the time of full or partial withdrawal from
the Partnership.

The Adviser and its affiliates also receive “Ancillary Fees” in connection with services provided to certain
entities, which include portfolio companies of the Partnership. Such services include serving as board
members and may include other services, such as advice, consultation or other similar ongoing services.
Ancillary Fees may be paid in cash, in securities of the portfolio companies or investment vehicles (or rights
thereto) or otherwise. The Adviser shall use commercially reasonable best efforts to apply the entirety of
Ancillary Fees actually received to offset Management Fees owed by investors, pro rata as specified in the
Governing Documents.

In addition to paying the Management Fee and allocating the Incentive Allocation, the Partnership is subject
to other investment expenses, such as legal, accounting, auditing and other professional expenses, research
expenses, investment expenses such as commissions, custodial fees, bank service fees and other expenses
related to the purchase, sale or transmittal of Partnership assets, including assets for which there is no ready
market, or which are subject to legal or contractual restrictions on sale or which have other characteristics
that the Adviser or its affiliate have determined in their sole discretion should result in holding such asset
until the resolution of a special event or circumstance (“Designated Investments”). It is important that each
investor who is considering an investment in the Partnership review the private placement memorandum,
limited partnership agreement, management agreement, and/or subscription agreement (individually and
collectively, the “Governing Documents”) applicable to the Partnership for a detailed description of the
fees and expenses applicable to such investment, including Designated Investments. In addition, please see
Item 12 of this Brochure, regarding brokerage and transaction fees the Partnership will incur.

The General Partner, in its sole discretion, has and may in the future waive or reduce, or enter into other
arrangements regarding, the Management Fee and the Incentive Allocation for limited partners that are
principals, employees or affiliates of the General Partner or the Adviser, relatives of such persons, and for
certain large or strategic investors. In addition, the Partnership and principals of the Adviser have
negotiated, waived or reduced fees and may do so in the future in connection with certain investments.

Item 7. Types of Clients
As described in Item 4, the Adviser’s clients are private pooled investment vehicles suitable for accredited,
institutional and other sophisticated investors. Any minimums for investors are disclosed in the applicable
Partnership’s Governing Documents.