Stone House Capital Management LLC

Item 5: Fees and Compensation

DESCRIPTION OF COMPENSATION AND FEE SCHEDULE
In consideration of our advisory services, we receive management fees and we or one of our affiliates may be
entitled to receive performance-based allocations with respect to the Funds. While fees and allocations are
described in detail in the applicable governing and/or offering documents, a brief summary of our advisory fees is
set forth below.
Onshore Fund
With respect to the Onshore Fund, we generally are entitled to receive an asset-based management fee, payable
at the beginning of each calendar quarter in advance, equal to (i) one-fourth (1/4) of two percent (2%) of the
capital account balance of each Class A limited partner, (ii) one-fourth (1/4) of two percent (2%) of the capital
account balance of each Class B limited partner, (iii) one-fourth (1/4) of one and one-half percent (1.5%) of the
capital account balance of each Class C limited partner, (iv) one-fourth (1/4) of one and one-half percent (1.5%) of
the capital account balance of each Class D limited partner and (v) one-fourth (1/4) of one and one-half percent
(1.5%) of the capital account balance of each Class E limited partner.
Subject to certain limitations (including the high water mark described below), at the end of each fiscal year, one
of our affiliates may be entitled to receive a performance allocation equal to (i) 20% of each Class A limited
partner’s allocable share of net profits for the applicable fiscal year, (ii) 20% of each Class B limited partner’s
allocable share of net profits for the applicable fiscal year, (iii) 15% of each Class C limited partner’s allocable share
of net profits for the applicable fiscal year, (iv) 20% of each Class D limited partner’s allocable share of net profits
for the applicable fiscal year, (v) 20% of each Class E limited partner’s allocable share of net profits for the
applicable fiscal year and (vi) 30% of each Class F limited partner’s allocable share of net profits for the applicable
fiscal year.
The performance allocation is subject to a “high water mark” limitation. As a result, after the first fiscal period in
which a performance allocation is earned, the performance allocation for subsequent periods applies only to the
extent that a limited partner’s pro rata share of net profits measured on a cumulative basis, net of any losses, for
all periods since admission exceeds the highest level of such cumulative net profits achieved through the close of
any prior year since admission.
Offshore Fund
The Offshore Fund invests substantially all of its assets in, and conducts its investment activities indirectly through,
the Onshore Fund, pursuant to a mini-master feeder structure, and the management fee and performance
allocation with respect to the Offshore Fund is calculated at the Onshore Fund level. In order to track the
management fee and performance allocation attributable to each investor in the Offshore Fund, the Onshore Fund
establishes a separate account within the capital accounts of the Onshore Fund which corresponds to each
shareholder in the Offshore Fund.
With respect to the Offshore Fund, we generally are entitled to receive an asset-based management fee, payable
at the beginning of each calendar quarter in advance, equal to (i) one-fourth (1/4) of two percent (2%) of the net
asset value of the separate account attributable to each Class A shareholder, (ii) one-fourth (1/4) of one and one-
half percent (1.5%) of the net asset value of the separate account attributable to each Class B shareholder, (iii)
one-fourth (1/4) of one and one-half percent (1.5%) of the net asset value of the separate account attributable to
each Class D shareholder and (iv) one-fourth (1/4) of one and one-half percent (1.5%) of the net asset value of the
separate account attributable to each Class E shareholder.
Subject to certain limitations (including the high water mark described below), at the end of each fiscal year, one
of our affiliates may be entitled to receive a performance allocation equal to (i) 20% of the net profits allocated to
the separate account attributable to each Class A shareholder, (ii) 15% of the net profits allocated to the separate
account attributable to each Class B shareholder, (iii) 20% of the net profits allocated to the separate account
attributable to each Class D shareholder, (iv) 20% of the net profits allocated to the separate account attributable

to each Class E shareholder and (v) 30% of the net profits allocated to the separate account attributable to each
Class F shareholder.
The performance allocation is subject to a “high water mark” limitation. As a result, after the first fiscal period in
which a performance allocation is earned, the performance allocation for subsequent periods applies only to the
extent that a shareholder’s pro rata share of net profits measured on a cumulative basis, net of any losses, for all
periods since admission exceeds the highest level of such cumulative net profits achieved through the close of any
prior year since it purchased shares.
Funds
Each investor in a Fund generally is required to represent that it is a “qualified client” as such term is defined in
Rule 205-3 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”); provided that our affiliate
may waive the performance allocation with respect to any investor that does not qualify as a “qualified client.”
Our advisory fees with respect to the Funds and each investor generally are not negotiable. However, we may
enter into side letters or similar arrangements with certain investors that grant different terms (including the
reduction or elimination of fees) to such investors than the terms generally applicable to other investors.
PAYMENT OF FEES
Onshore Fund
Management fees are payable by limited partners quarterly, in advance, as of the beginning of each calendar
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Item 7: Types of Clients

TYPES OF CLIENTS AND INVESTORS
As described above, we currently provide investment advisory services to our affiliated private investment funds.
Investors in the Funds may include high net worth individuals, banks and thrift institutions, investment companies,
pension and profit sharing plans, trusts, estates, charitable organizations, corporations and other business entities.
ACCOUNT REQUIREMENTS
The minimum initial capital contribution generally required for an investor in the Funds is $1,000,000, although
capital contributions of lesser amounts may be accepted in our discretion (subject to applicable legal
requirements).
Each investor in the Funds generally is required to represent that it is, among other things, an “accredited
investor,” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the
“Securities Act”), and a “qualified client,” as such term is defined in Rule 205-3 under the Advisers Act.