Spruceview Capital Partners LLC

Item 5.        Fees and Compensation
Management Fees
Clients for whom Spruceview provides discretionary investment management services are
typically charged an asset-based management fee (the “Management Fee”) and/or a performance
allocation or fee which are set forth in the Clients’ investment management agreements or in the
Spruceview Funds’ respective Offering Memoranda or limited partnership agreement.

For the Spruceview Funds, the Management Fees are typically in the range of 0.35% to 2.0% per
annum of limited partners’ capital commitments or capital contributions or based on the sum of
the invested capital and the unfunded capital commitments as of the end of each quarterly period.
For some Spruceview Funds, the Management Fee may be reduced further based on a specified
net amount of returned capital. The Management Fees for the respective Spruceview Funds may
vary depending on the respective class of interests, Series, or the limited partners. Spruceview does
not use a standard fee schedule for the Spruceview Funds. The Management Fees for the
Spruceview Funds are calculated and paid quarterly in advance or in arrears depending on the
applicable Fund.

The fees and compensation paid by Separate Account Clients are generally negotiated on a case-
by-case basis. Accordingly, Spruceview does not use a standard fee schedule for such Clients.
Management Fees for Separate Account Clients are generally charged at annual rates and may be
paid monthly or quarterly, in advance or in arrears, and may be billed to the Client or deducted
from the Client’s account, depending upon the agreement with the particular Client. In
circumstances where a portion of a Separate Account Client’s assets managed or advised by
Spruceview are invested in a Spruceview Fund, Spruceview generally will waive the Management
Fees that would have been charged to the Client at either the Account-level or Spruceview Fund-
level.

Spruceview bears certain expenses related to the services it provides to its Clients (e.g., employee
compensation and benefits of all personnel of Spruceview, and rent, administrative, and other
overhead charges and costs of any offices maintained by Spruceview). The Management Fee may
exceed the expenses Spruceview bears in providing services to the Client.

Spruceview reserves the right to waive or reduce the Management Fees for its Separate Account
Clients in its sole discretion. In addition, Spruceview, or the general partner of a Spruceview Fund,
reserves the right to waive or reduce the Management Fees with respect to investments in the
applicable Spruceview Fund in its sole discretion. The Spruceview Funds have waived, or intend
to waive, the Management Fee for certain investors, including Spruceview employees.

In the event that a Client terminates its investment management agreement with Spruceview, and
the Client has agreed to pay its Management Fee in advance, the Management Fee will be prorated
based upon the number of days elapsed in the applicable period prior to termination and the balance
of the Management Fee collected would be refunded. In the event that a Client who has terminated
its investment management agreement with Spruceview has assets invested in a Spruceview Fund,
the Client would be subject to the withdrawal provisions of that Fund set forth in its Offering
Memorandum, which may not permit the Client to withdraw its assets. In such circumstances, the
Client would remain as an investor in the Spruceview Fund and would be subject to the fees
charged by the Fund, which may be higher than the fees charged by Spruceview for management
of the Client’s assets in a Separate Account.

Other Fees

With respect to Program Clients for whom Spruceview provides non-discretionary investment
advisory or consulting services for which Spruceview has not been engaged to execute
transactions, Spruceview charges an asset-based fee or a fixed fee, which is billed in arrears on a
frequency negotiated with the Client or quarterly in advance. With respect to the Sub-Advised
Fund Clients, all management fees are payable to the Portfolio Manager; Spruceview is
remunerated for its non-discretionary services as separately agreed between it and the Portfolio
Manager.

Expenses
The expenses each Spruceview Fund pays, or reimburses to Spruceview, or the Fund’s general
partner, are set forth in more detail in each Fund’s Offering Memoranda, any supplement thereto,
or governing documents. Such expenses may differ among and within each Spruceview Fund.
Thus, although the following is a summary of expenses investors in the Spruceview Funds will
generally bear, it is not an exhaustive or complete list. Investors and prospective investors are
advised to review the relevant Fund’s s definitive documents for a more extensive description of
the expenses associated with an investment in such Fund.

The Spruceview Funds will typically bear all operating costs and expenses, including, without
limitation: all expenses associated with the developing, investigating, structuring, bidding,
acquisition, negotiation, holding, restructuring, valuing, monitoring, liquidation and other
disposition of the Fund’s investments, whether or not consummated (including expenses that the
general partner of the respective Fund reasonably determines to be directly related to the
investment of the Fund’s assets such as, but not limited to databases, financial information services,

the cost of any background checks, brokerage and other transaction costs, clearing and settlement
charges, interest and commitment fees on debit balances or borrowings), interest costs in
connection with an investment in an Underlying Investment following such Underlying
Investment’s initial closing, the Management Fee, the costs and expenses of professionals
providing services to the Fund, including legal, audit, administrative, custody, consulting, tax and
accounting fees and expenses, valuation and appraisal expenses, costs of any litigation, or
...

Item 7.        Types of Clients
Spruceview provides directory and non-discretionary investment advisory services to the Clients
(and may in the future offer advisory services in respect of other pooled investment vehicles).

Investors participating in the Spruceview Funds and Separate Accounts can include U.S. and non-
U.S. pension and profit-sharing plans, trusts and estates, foundations/endowments and other
educational and charitable organizations, insurance companies, financial institutions, family
offices, qualified individuals and other sophisticated investors.

The minimum capital commitment amount in the Spruceview Funds generally ranges from
$100,000 to $1 million, subject in each case to the discretion of the Fund’s general partners to
accept lesser amounts. Separate Accounts managed by Spruceview typically require a $25 million
minimum investment, subject in each case to negotiation.

Investors in all of the Spruceview Funds, Separate Accounts, and Sub-Advised Fund(s) must meet
certain legal eligibility requirements, which include, among others, meeting the definition of
“accredited investors” as defined in Rule 501(a) of Regulation D under the Securities Act of 1933,
as amended (the “Securities Act”), “qualified client” as defined in Rule 205-3 of the Advisers Act,
and/or, “qualified purchasers” as defined in Section 2(a)(51) of the Investment Company Act of
1940, as amended (the “Investment Company Act”) or “knowledgeable employees”, as defined
in Rule 3c-5 under the Investment Company Act, or certain other regulatory eligibility
requirements. Sub-Advised Funds are offered only to non-U.S. investors who must meet the
applicable eligibility requirements laws and regulations of their relevant jurisdictions.