Spruce Street Capital LP

Spruce Street Capital LP is organized as a Delaware limited partnership with a principal place of business in New York, New York and commenced operations in 2024. Spruce Street is owned by Alex Rosen and Simon Basseyn (the “Principals”). Spruce Street’s general partner is Spruce Street Capital GP LLC, a Delaware limited liability company, which is owned by the Principals. Spruce Street serves as the investment adviser to U.S. and non-U.S. pooled investment vehicles, the securities of which are offered on a private placement basis to US investors that are “accredited investors” as defined under the Securities Act of 1933 (the “Securities Act”). Spruce Street also provides discretionary, sub-advisory services to a private fund managed by an unaffiliated investment adviser (the “Other Account”). As used herein, the term “Clients” or “Client Accounts” refers to the pooled investment vehicles that are advised or subadvised by Spruce Street. Spruce Street Capital Fund GP LLC, a Delaware limited liability company, serves as the general partner of certain Client privately offered vehicles in a “master-feeder” structure: Spruce Street Capital Master Fund LP, Spruce Street Capital Onshore Fund LP, and Spruce Street Capital Offshore Fund LP. Our investment decisions and advice with respect to each Client is to each Client’s investment objectives and guidelines, as set forth in the investment management agreements. This Brochure generally includes information about Spruce Street and its relationships with its Clients and affiliates. This Brochure does not constitute an offer to sell, or solicitation of an offer to buy, any securities. Note, all capitalized or defined terms below are described in further detail in the relevant investment advisory agreement or offering memorandum, as applicable. Spruce Street does not currently participate in any Wrap Fee Programs. As of March 1, 2026, Spruce Street managed approximately $556 million of client assets on a discretionary basis.

The fees applicable to the Clients are set forth in detail in their investment management agreements. A brief summary of such fees is provided below. The Feeder Funds shall pay Spruce Street management fees in accordance with the terms set forth in the relevant Partnership Agreement (and described in the Memorandum). For the avoidance of doubt, the Management Fee is expected to generally be paid at the Feeder Fund level, but may be paid at the level of the Master Fund (without duplication) in the sole discretion of Spruce Street. The management fee is prorated for any period that is less than a full month. Spruce Street has the authority to waive, reduce or calculate differently the management fee with respect to any investor in its sole discretion, including investors that are partners, affiliates or employees of Spruce Street or the fund general partner, members of the immediate family of such persons and trusts or other entities established by them or for their benefit and certain other persons in the discretion of Spruce Street. The applicable management fee is generally deducted from each Investor account by the funds’ administrator upon Spruce Street’s proper instructions.

Expenses

Each Feeder Fund will bear its own expenses and its pro rata share of the Master Fund's expenses, including, the following: (i) the Management Fee; (ii) expenses related to the research, due diligence, financing, monitoring and disposition of actual and prospective investments of the Master Fund; (iii) operational expenses; (iv) fees and expenses of third-party professionals; (v) the costs of any litigation or investigation (or other similar event) involving activities of a Feeder Fund or the Master Fund; (vi) taxes and third-party audit and tax preparation expenses; (vii) insurance expenses; (viii) costs of preparing and distributing reports and notices; (ix) expenses incurred in connection with negotiating, amending, modifying, revising, restating and complying with provisions of any Side Letter Agreement and other similar arrangements with investors (including vendors and products related thereto), and expenses incurred in connection with any Transfers of Interests or a Limited Partner's admission or withdrawal, unless otherwise charged to or borne by the applicable transferee or Limited Partner; (x) fees and expenses related to compliance with the rules of any self-regulatory organization or applicable law in connection with the activities of a Feeder Fund or the Master Fund, including, any governmental, regulatory, licensing, filing or registration fees or taxes and fees and expense of any third-party compliance consultants; (xi) expenses incurred in connection with the offering and sale of the Interests and other similar expenses related to a Feeder Fund; (xii) expenses incurred in connection with any amendments, modifications, revisions or restatements to the constituent documents of a Feeder Fund or the Master Fund; (xiii) expenses incurred in connection with meetings with investors and prospective investors; (xiv) extraordinary expenses, including, indemnification expenses and fees and expenses incurred in connection with any tax audit by any tax authority, including, any related administrative settlement and judicial review; (xv) fees and expenses incurred in connection with the organization, reorganization, dissolution, winding-up or termination of a Feeder Fund or the Master Fund; and (xvi) other similar expenses of a Feeder Fund and the Master Fund. Each Feeder Fund will also indirectly bear any similar expenses of any trading subsidiary or special purpose vehicle of the Master Fund. For the avoidance of doubt, "similar expenses" refers to any expenses that are similar in type and nature to the expenses described above, and is intended, given the dynamic ongoing nature of the business of the Feeder Funds, to cover any expenses determined by the General Partner, in its sole discretion, to be primarily related to the categories listed above but not specifically enumerated. Accordingly, any description of the expenses that a Feeder Fund may bear (directly or indirectly) is not exhaustive. Generally, all expenses borne by a Feeder Fund, other than (i) the Management Fee, (ii) investment and investment-related expenses relating specifically to a Private Investment (addressed in the next paragraph), and (iii) any other expenses that the General Partner determines should be allocated to a particular Partner or Partners. To the extent that expenses to be borne by a Feeder Fund or the Master Fund are paid by the General Partner, Spruce Street or their affiliates, the relevant Feeder Fund or the Master Fund, as applicable, will reimburse such party for such expenses. Investment and investment-related expenses relating specifically to a Private Investment Account, whether or not the corresponding Private Investment is consummated, will generally be charged, to the extent practical, against the Capital Accounts indirectly participating in such Private Investment in proportion to their respective indirect participating percentage interests therein. It is not always practical or reasonable to allocate investment and investment-related expenses to a particular Private Investment, such as (i) general research expenses not related to a specific Private Investment that benefit Private Investments and/or other investments generally, (ii) research expenses that are subscription-based, aggregated together or otherwise paid for as a single bill or lump sum payment and (iii) other similar expenses that are difficult to divide and allocate to a single Private Investment. As a result, such expenses may not be charged solely to the Capital Accounts indirectly participating in such Private Investment in the manner set forth in the first sentence of this paragraph and instead may be charged to all Capital Accounts pro rata utilizing such methodology that the General Partner determines to be fair and reasonable. Notwithstanding the foregoing, the General Partner may allocate any of the foregoing expenses to the Capital Account(s) of a particular Partner or Partners if the General Partner determines in its sole discretion that such allocation is appropriate.

Certain of Spruce Street's determinations with respect to whether specific expenses should be borne by Spruce Street or by the Master Fund and the Other Accounts require subjective judgments. Spruce Street has a conflict of interest when making such judgments because Spruce Street will bear the costs of any expenses not allocated to a client. Spruce Street seeks to allocate expenses in a manner that it deems to be fair and equitable. The Spruce Street Funds do not have a pre-determined limit on their ordinary or extraordinary operating expenses. Each Feeder Fund's actual annual operating expenses are disclosed in such Feeder Fund's year-end audited financial statements, which are provided to each Limited Partner. Organizational and Offering Expenses Certain of the Spruce Street Fund's organizational and initial offering expenses will generally, for accounting purposes, be amortized by the Spruce Street Funds for up to a 60-month period. Amortization of such expenses over a period that is up to 60 months is a divergence from U.S. generally accepted accounting principles ("GAAP"), which might, in certain limited circumstances, result in a qualification of the relevant Spruce Street Fund's annual audited financial statements. If the Spruce Street Funds amortize their expenses but terminate before such expenses are fully amortized, the unamortized portion of the organizational expenses will be debited against the Spruce Street Funds' assets at that time. If a Limited Partner withdraws all or any portion of the balance in its Capital Account(s) prior to the end of the 60-month period during which the Spruce Street Funds are amortizing expenses, the General Partner may, but is not required to, accelerate a proportionate share of the unamortized expenses based upon the amount being withdrawn and reduce withdrawal proceeds by the amount of such accelerated expenses.

The following is a summary of (i) the methods of analysis and investment strategies Spruce Street uses in formulating advice or managing assets and (ii) the material risks associated with the investment strategies and types of investments that Spruce Street primarily recommends to its clients.

Investment Strategies The investment objective of the Feeder Funds (through their investment in the Master Fund) is to seek capital appreciation by investing primarily in equity securities (or equity-like securities) of small capitalization public and private life sciences companies. The Master Fund expects to pursue investment opportunities primarily in North America and Europe and may pursue investments in other geographic areas where Spruce Street determines attractive investment opportunities exist. The Master Fund employs a long-biased investment strategy. This strategy is fundamentally driven, leveraging scientific, biostatistical, regulatory, and commercial diligence to identify high-conviction opportunities. The Master Fund aims primarily to invest early in companies with promising drug assets, often at times when market recognition is low, and the risk/reward profile appears particularly favorable, however, the Master Fund may invest in companies at more mature stages in their lifecycle. The strategy of the Master Fund is designed to seek to take advantage of market inefficiencies in the valuations of life sciences companies. The Master Fund's investments may include open market purchases of public equities, financings with public companies, or investments in private companies. It is anticipated that long investments will be held for more than a year, provided that investments may be held for a shorter or longer duration. The investment process is rooted in an underwriting approach that emphasizes clinical and regulatory probability-of-success analyses and includes detailed evaluations of preclinical and clinical data, financial modeling, market research, and continual reassessment as new information emerges. Key elements of the investment process include:

Idea Generation – Investment opportunities are identified by monitoring, screening and updating an investable universe of companies, tracking clinical catalysts, screening for candidates for structured financings, and attending scientific and medical conferences. Research – The research process includes clinical and regulatory probability of success analyses and commercial analysis, and financial modeling to set price targets. Portfolio Management – The investment process includes a post-investment plan to manage the investment, including price targets, catalysts, risks and anticipated position sizing changes. Prior analyses and underwriting are frequently revisited, and investment decisions are updated accordingly.

The Master Fund will aim to concentrate its capital in a limited number of positions believed to reflect high quality ideas. Spruce Street believes that a certain amount of concentration will enhance the Master Fund's longterm, risk-adjusted returns by enabling:(i) greater understanding of each position through rigorous, in-depth research of fundamentals, risks, opportunities, and paths to value-creation and recognition, and (ii) efficient allocation of capital to opportunities where Spruce Street has the highest conviction. Spruce Street will aim to optimize the Master Fund's risk/reward profile by concentrating the Master Fund's capital in Spruce Street's highest conviction ideas, provided that the Master Fund may be more or less concentrated at any point in time. Hedges and short positions are limited and designed to manage certain exposures, and aggregate short exposure is expected to be smaller than long positions in this strategy. Risks Relating to the Structure of the Feeder Funds

Significant Fees and Expenses The fees and expenses of the Feeder Funds may be significant. The Feeder Funds must generate sufficient income to offset such fees and expenses to avoid a decrease in the net asset value of the Feeder Funds.

Absence of Regulatory Oversight Over the Feeder Funds and the Master Fund

The Feeder Funds and the Interests are not expected to be registered under the securities laws of the United States or any other jurisdiction other than the Cayman Islands (in the case of the Offshore Fund). In particular, the Feeder Funds will not be registered as an investment company under the Company Act, and, therefore, will not be required to adhere to the restrictions and requirements under the Company Act. Accordingly, the provisions of the Company Act (which, among other things, require investment companies to have a majority of disinterested directors, require securities to be held in custody by a bank or broker in accordance with rules requiring the segregation of securities, prohibit the investment companies from engaging in certain transactions with its affiliates and regulate the relationship between advisers and investment companies) are not applicable. The Offshore Fund and Master Fund are each regulated as a mutual fund under the Mutual Funds Act. However, registration under the Mutual Funds Act does not involve an examination of the merits of the Offshore Fund or the Master Fund or supervision of the investment performance of the Offshore Fund or the Master Fund by the Cayman Islands government or the Monetary Authority. There is no financial obligation or compensation scheme imposed on or by the government of the Cayman Islands in favor of or available to the investors in the Offshore Fund.

Liability of the Feeder Funds, the Master Fund and Separate Classes Each of the Feeder Funds and the Master Fund is a single legal entity and there is no limited recourse protection for any Class of Interests (or tranche thereof). Generally, creditors of a Feeder Fund may enforce claims against all assets of such Feeder Fund, but not against assets of the Master Fund, and creditors of the Master Fund may enforce claims against all assets of the Master Fund, but not against assets of the Feeder Funds. However, all assets of a Feeder Fund, including its interest in the Master Fund, may be available to meet all liabilities of such Feeder Fund, and all assets of the Master Fund may be available to meet all liabilities of the Master Fund, even if, in either case, the liability relates to a particular Capital Account, Series Capital Account, or Class of Interests of the Feeder Funds (or tranche thereof) or the Master Fund, as the case may be (e.g., new issues and any corresponding hedge positions). Thus, for example, in the event that the assets attributable to Capital Accounts participating in a Security were completely depleted by losses or liabilities, a creditor could enforce a claim against the assets of a Feeder Fund which would be borne by the other Capital Accounts that did not participate in the investment or transaction.

Private Investments Liquidity of Private Investment Accounts Capital invested in Private Investment Accounts generally is not available for withdrawal or distribution until the respective Private Investment is liquidated or distributed. A Partner may be required to continue to participate in Private Investments irrespective of whether such Partner has otherwise withdrawn from the Feeder Funds, and the Master Fund may be required to hold Private Investments for several years, if not longer. Additionally, the General Partner may designate a new Private Investment after a Limited Partner has submitted a withdrawal request, but before a Withdrawal Date relating to such withdrawal request, which may, in accordance with the terms described herein, reduce such withdrawing Limited Partner's withdrawal proceeds if there is insufficient cash available to pay such withdrawal proceeds.

No Maximum H olding Period Spruce Street has discretion as to whether to determine to designate an investment as a Private Investment and as to whether to designate any hedging or similar position as a Corresponding Hedging Position or as Corresponding Assets. Spruce Street also has discretion as to whether and when to cause the Master Fund to realize or deem realized all or a portion of any Private Investment, and will not be obligated to effect a realization or deemed realization upon the occurrence of an event that causes a Private Investment to become freely

tradable, even if Spruce Street determines to purchase such investment in the open market for the Liquid Portfolio.

Valuation of Private Investments At the time a Private Investment is designated as such it will generally be valued at cost. Thereafter, Private Investments generally will be valued by or on behalf of Spruce Street on a quarterly basis and the Management Fee in respect of capital invested in such Private Investments will be calculated by reference to the lower of initial cost, and such most-recent fair valuation. There is no guarantee that the value of a Private Investment as determined by Spruce Street will represent the value that will be realized by the Feeder Funds on the eventual disposition of the Private Investment or that would, in fact, be realized upon an immediate disposition of the Private Investment. Inaccurate valuations of Private Investments could impact, among other things, the Management Fee borne by a Limited Partner.

Certain Expenses Generally, all expenses borne by the Feeder Funds, other than (i) the Management Fee, (ii) investment and investment-related expenses relating specifically to a Private Investment and (iii) any other expenses that the General Partner determines should be allocated to a particular Partner or Partners (e.g., Investor-Related Taxes), will be debited to all of the Capital Accounts on a pro rata basis in accordance with their Partnership Percentages (or such other methodology that the General Partner determines to be fair and equitable). As the Partnership Percentages of the Capital Accounts will be calculated without taking into account any interests in Private Investment Accounts (i.e., the Partnership Percentages will be calculated only by reference to the Liquid Portfolio balances of the Capital Accounts), a Partner who has less exposure to Private Investment Accounts due to the timing of such Partner's subscription to a Feeder Fund can expect to bear a greater portion of such expenses than a Partner with a larger exposure to Private Investments.

Effect of Substantial Withdrawals Substantial withdrawals could be triggered by a number of events, including unsatisfactory performance, events in the markets, a significant change in personnel or management of Spruce Street, removal or replacement of Spruce Street as the investment manager of the Feeder Funds, legal or regulatory issues that investors perceive to have a bearing on the Feeder Funds or Spruce Street, or other events. Actions taken to meet substantial withdrawal requests from the Feeder Funds (as well as similar actions taken simultaneously by investors of any Other Accounts) could result in prices of Securities held by the Master Fund decreasing and in Master Fund expenses increasing (e.g., transaction costs and the costs of terminating agreements). The overall value of the Feeder Funds also may decrease because the liquidation value of certain assets held by the Master Fund may be materially less than their cost or mark-to- market value. The Master Fund may be forced to sell its more liquid positions, which may cause an imbalance in the portfolio that could have a material adverse effect on the remaining Limited Partners. Substantial withdrawals could also significantly restrict the Master Fund's ability to obtain financing or transact with derivatives counterparties needed for its investment strategies, which would have a further material adverse effect on the Feeder Funds' performance. The Feeder Funds and Spruce Street generally will not disclose to Limited Partners the amount of pending withdrawals or withdrawal requests and are under no obligation to make any such disclosure.

Limited Liquidity An investment in the Feeder Funds has limited liquidity because Limited Partners will generally have only limited rights to withdraw capital from the Feeder Funds (including there being no voluntary rights of withdrawal in respect of Private Investments) or transfer their Interests, and the Feeder Funds have the right

to suspend withdrawals, as described herein. Limited Partners must be prepared to bear the financial risks of an investment in the Feeder Funds for an indefinite period of time.

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Spruce Street will offer advisory services to the Client Accounts, as described in Item 4 above, and provide advisory or other services to other Clients.

Performance-Based Fees Generally, at the end of each Fiscal Year, the Master Fund will reallocate from each Series Capital Account to the Master Fund capital account of the General Partner, in its capacity as general partner of the Master Fund, an amount (the "Incentive Allocation") equal to the result of the applicable Incentive Allocation Rate multiplied by the amount of the net capital appreciation (excluding unrealized net capital appreciation in Private Investments but including Private Investment Income) allocated to each Series Capital Account for such Fiscal Year after reduction by an amount equal to the amount of the Management Fee debited to the Capital Account corresponding to such Series Capital Account or, if paid by the Master Fund, such Series Capital Account, for such Fiscal Year and any other expenses of a Feeder Fund (other than Investor-Related Taxes) corresponding to such Series Capital Account for such Fiscal Year; provided, however, that the net capital appreciation upon which the calculation of the Incentive Allocation is based will be reduced to the extent of any balance in such Series Capital Account's Loss Recovery Account. The Incentive Allocation will also be made with respect to net capital appreciation attributable to amounts withdrawn, amounts distributed, and amounts transferred (provided that such transfer results in a change in the beneficial ownership of the Interest transferred) and in connection with the termination of a Feeder Fund or the Master Fund. The unrealized net capital appreciation and net capital depreciation of Private Investments will not be taken into account in calculating the Incentive Allocation. The net capital appreciation and net capital depreciation of Private Investments will be included in the Incentive Allocation calculation only in the Fiscal Year during which a Private Investment is realized (or deemed realized). With respect to any Limited Partner that is completely withdrawn from a Feeder Fund other than its interest in one or more Private Investments, allocations in respect of such Limited Partner will be made in a manner that gives effect to the economic provisions as further described in "Post-Withdrawal Incentive Allocation".

The "Incentive Allocation Rate" means 20% for a Series Capital Account corresponding to Tranche A Interests, and 15% and 17.5% for a Series Capital Account corresponding to Tranche F Interests and Tranche F-2 Interests, respectively. The Master Fund maintains a memorandum account (a "Loss Recovery Account") for each Series Capital Account that tracks the losses that must be recouped before an Incentive Allocation can be made with respect to such Series Capital Account (i.e., tracks the "high water mark" of such Series Capital Account). The balance in each Series Capital Account's Loss Recovery Account will be adjusted at the end of each Fiscal Year to reflect the aggregate net capital depreciation with respect to such Series Capital Account, if any, and will be adjusted (but not below zero) as necessary to account for net capital appreciation and intra-year withdrawals and distributions, including a reduction to zero for any Limited Partner that is fully withdrawn from a Feeder Fund or is fully withdrawn but for its indirect interest in one or more Private Investments. Additionally, if capital in a Capital Account is used to fund a Private Investment, the unrecovered balance in the Loss Recovery Account of the Series Capital Account corresponding to such Capital Account will be proportionately reduced. The reduction for a Private Investment will be reversed upon the realization or deemed realization of such Private Investment and any reallocation of the proceeds thereof to the Series Capital Account corresponding to the applicable Capital Account. Solely for purposes of determining an adjustment to the balance of a Series Capital Account's Loss Recovery Account, net capital appreciation and net capital depreciation for any applicable period will be calculated by taking into account the amount of the Management Fee, if any, debited to the Capital Account corresponding to such Series Capital Account or, if paid by the Master Fund, such Series Capital Account and any other expenses of a Feeder Fund (other than Investor-Related Taxes) corresponding to such Series Capital Account for such period, along with gains and losses realized or deemed realized from Private Investments and any Private Investment Income, in each case, as credited or debited to such Series Capital Account for such period. The balance in a Loss Recovery Account will not be affected by unrealized gains or losses related to Private Investments. Additional capital contributions do not affect the balance of any Loss Recovery Account. The Incentive Allocation is not made with respect to a Series Capital Account until the balance of such Series Capital Account's Loss Recovery Account has been reduced to zero. The Incentive Allocation will be determined separately with respect to each Capital Account established for a Limited Partner. Accordingly, it is possible that an Incentive Allocation may be made with respect to one Series Capital Account even though another Series Capital Account corresponding to a different Capital Account held by the same Limited Partner has not appreciated, or has depreciated in value during the same period. In the sole discretion of the General Partner, the Incentive Allocation may be waived, reduced or calculated differently with respect to the Capital Account(s) of any Limited Partner. The General Partner's capital account in the Master Fund and any Series Capital Accounts corresponding to Capital Accounts of Spruce Street-Related Investors will not be subject to the Incentive Allocation.

Neither we nor our management are registered as broker-dealers, and neither of us has any application pending to register with the SEC as a broker-dealer or registered representative of a broker-dealer, respectively. We do not recommend or select other investment advisers for our Clients.

Code of Ethics Spruce Street has adopted a “Code of Ethics” that establishes the high standard of conduct that we expect of our employees and procedures regarding our employees’ personal trading of securities. Our employees are required to certify their adherence to the terms set forth in the Code of Ethics upon commencement of employment and annually thereafter. Employees also are required to provide quarterly certifications of compliance with certain Code of Ethics provisions. The foundation of our Code of Ethics is based upon the following underlying fiduciary principles:

Employees must at all times place the interests of the Clients first; Employees must ensure that all personal securities transactions are conducted consistently with the Code of Ethics’ Employee Personal Investment Policy (described below); and Employees should not take inappropriate advantage of their position at the Firm.

Employees are generally prohibited from participating in Initial Public Offerings (“IPOs”). Employees are a prohibited from personally, or on behalf of a Client, purchasing or selling securities that appear on the Firm’s Restricted List. Employees must obtain pre-approval from the CCO before: (i) engaging in any outside business activities; (ii) making any private investments; (iii) making political contributions or (iv) engaging in transactions in covered securities. We will provide a copy of our Code of Ethics to our Investors, or any prospective investor, upon request, to be viewed on the premises.

Spruce Street has complete discretion in deciding which Securities are bought and sold, the amount and price of those Securities, the brokers or dealers to be used for a particular transaction, and commissions or markups and markdowns paid.

Broker-Dealer Selection Portfolio transactions for the Master Fund will be allocated to brokers and dealers on the basis of numerous factors and not necessarily lowest pricing. Brokers and dealers may provide other services that are beneficial to Spruce Street and/or certain Accounts, but not beneficial to all Accounts. Subject to Spruce Street’s duty to seek best execution, in selecting brokers and dealers (including prime brokers) to execute transactions, provide

financing and securities on loan, hold cash and short balances and provide other services, Spruce Street may consider, among other factors that are deemed appropriate to consider under the circumstances, the following: the ability of the brokers and dealers to effect the transaction; the brokers' or dealers' facilities, reliability and financial responsibility; and the provision by the brokers of capital introduction, talent introduction, marketing assistance, consulting with respect to technology, operations and equipment, commitment of capital, access to company management and access to deal flow. Accordingly, the prices and commission rates (or dealer markups and markdowns arising in connection with riskless principal transactions) charged to the Master Fund by brokers or dealers in the foregoing circumstances may be higher than those charged by other brokers or dealers that may not offer such services. Spruce Street need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost or spread. Generally, neither Spruce Street nor the Master Fund separately compensates any broker or dealer for any of these other services.

Research and Other Soft Dollar Benefits Although it does not currently intend to do so, Spruce Streer may pay a broker-dealer commissions (or markups or markdowns with respect to certain types of riskless principal transactions) for effecting Master Fund transactions in excess of that which another broker-dealer might have charged for effecting the transaction in recognition of the value of the brokerage and research services provided by the broker-dealer. If Spruce Street does decide in the future to utilize soft dollars, Spruce Street will effect such transactions, and receive such brokerage and research services, only to the extent that they fall within the safe harbor provided by Section 28(e) of the Exchange Act and subject to prevailing guidance provided by the SEC regarding Section 28(e). Spruce Streets believes it is important to its investment decision-making processes to have access to independent research. Also, consistent with Section 28(e), research products or services obtained with "soft dollars" generated by the Master Fund may be used by Spruce Street to service one or more Other Accounts, including Accounts that may not have paid for the soft dollar benefits. Spruce Street will not seek to allocate soft dollar benefits to Accounts in proportion to the soft dollar credits the Accounts generate. Where a product or service obtained with soft dollars provides both research and non-research assistance to Spruce Street (i.e., a "mixed use" item), Spruce Street will make a good faith allocation of the cost which may be paid for with soft dollars. In making good faith allocations of costs between administrative benefits and research and brokerage services, a conflict of interest may exist by reason of Spruce Street’s allocation of the costs of such benefits and services between those that primarily benefit Spruce Street and those that primarily benefit the Accounts.

Aggregation of Orders If Spruce Street determines that the purchase or sale of a Security is appropriate with regard to the Master Fund and any Other Accounts, Spruce Street may, but is not obligated to, purchase or sell such a Security on behalf of such Accounts with an aggregated order, for the purpose of reducing transaction costs, to the extent permitted by applicable law. When an aggregated order is filled through multiple trades at different prices on the same day, each participating Account will receive the average price, with transaction costs generally allocated pro rata based on the size of each Account's participation in the order (or allocation in the event of a partial fill) as determined by Spruce Street. In the event of a partial fill, allocations may be modified on a basis that Spruce Street deems to be appropriate, including, for example, in order to avoid odd lots or de minimis allocations. When orders are not aggregated, trades generally will be processed in the order that they are placed with the broker or counterparty selected by Spruce Street. As a result, certain trades in the same Security for one Account (including an Account in which Spruce Street and its personnel may have a direct or indirect interest) may receive more or less favorable prices or terms than another account, and orders placed later may not be filled entirely or at all, based upon the prevailing market prices at the time of the order or trade. In addition, some opportunities for reduced transaction costs and economies of scale may not be achieved.

Spruce Street does not receive economic benefits from non-clients for providing investment advice and other advisory services. Neither Spruce Street nor any of its related persons, directly or indirectly, compensate any person who is not a supervised person for client referrals.

Neither Spruce Street nor any of its management persons are currently the subject of any material legal or disciplinary events.

Spruce Street monitors the Client Account portfolios on an ongoing basis. Spruce Street will provide reports to the Client Account investors in accordance with each Client Account’s offering and governing documents, which will generally include: audited annual financial statements, periodic unaudited performance reports, account statements, and tax information,

Spruce Street will be deemed to have custody of client funds and Securities because it will have the authority to obtain client funds or Securities, for example, by deducting advisory fees from a client's account or otherwise withdrawing funds from a client's account. Following registration as a registered investment adviser under the Advisers Act, Spruce Street will be subject to Rule 206(4)-2 under the Advisers Act (the "Custody Rule"). However, it will not be required to comply (or will be deemed to have complied) with certain requirements of the Custody Rule with respect to the Feeder Funds because it will comply with the provisions of the so-called "Pooled Vehicle Annual Audit Exception", which, among other things, requires that the Feeder Funds be subject to audit at least annually by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board, and requires that each Feeder Fund distribute its audited financial statements to all investors within 120 days of the end of its Fiscal Year.

Spruce Street has discretionary authority to manage the portfolio of the Client Accounts pursuant to an investment management agreement with the underlying investors of the Client Accounts.

Generally, the Investment Adviser will vote all proxies in a manner that best serves the interests of the Client Accounts, as determined on a case-by-case basis. The Investment Adviser will abstain from voting (which generally requires submission of a proxy voting card) or affirmatively decide not to vote if it determines that abstaining or not voting is in the best interests of the Client Accounts. In making such a determination, the Investment Adviser may consider various factors. Any request for information about proxy voting or class actions should be promptly forwarded to the Chief Compliance Officer who will coordinate a prompt response to any such requests. As a matter of policy, the Company does not disclose how it expects to vote on upcoming proxies. Additionally, the Company does not disclose the way it voted proxies to unaffiliated third parties without a legitimate need to know such information.

Spruce Street does not require or solicit prepayment of fees six months or more in advance. In addition, Spruce Street is not currently aware of any financial condition that is reasonably likely to impair its ability to meet contractual commitments to the Client Accounts and Spruce Street has not been the subject of a bankruptcy petition at any time since its inception.