ITEM 5 ADDITIONAL COMPENSATION ...................................................................................................................... 29 ITEM 6 SUPERVISION .......................................................................................................................................................... 29 A. FIRM DESCRIPTION Spruce Point Capital Management, LLC (“Spruce Point” or the “Firm”) is an SEC-registered investment adviser with its principal place of business located in Riverhead, New York. Spruce Point is organized as a New York limited liability company that was founded in 2009. Benjamin Axler is the sole managing member and Chief Investment Officer (“CIO”) of the Firm. Daniel Oliver is the Firm’s Chief Compliance Officer (“CCO”) and Chief Operating Officer (“COO”). TYPES OF ADVISORY SERVICES Spruce Point provides investment portfolio management on a discretionary basis to private pooled investment vehicles, the securities of which are offered to investors on a private placement basis (each a “Fund” or “Client” and collectively, the “Funds” or “Clients”) consistent with the Fund’s investment strategies objectives and/or parameters set forth in their respective governing documents and confidential private placement memoranda (collectively the “Offering Documents”). The Funds include Spruce Point Research Activism Partners LP, a Delaware limited partnership (“Spruce Point Domestic Fund”), Spruce Point Research Activism Partners Offshore, Ltd, a Cayman Islands exempted company (“Spruce Point Offshore Fund”), and Spruce Point Research Activism Master Fund LP, a Cayman Islands exempted company (“Spruce Point Master Fund”). Spruce Point Domestic Fund and Spruce Point Offshore Fund invest all of their investable capital through a “master feeder” structure into Spruce Point Master Fund. The Funds are not registered under the Investment Company Act of 1940, and interests are not publicly offered under the Securities Act of 1933 (“Securities Act”). All relevant information pertaining to the Funds, including but not limited to, compensation, other fees and expenses paid by the Funds, withdrawal rights, minimum investments, qualification requirements, investment strategies and/or parameters, risk factors and potential conflicts of interest are set forth in the relevant Offering Documents. In many instances a more detailed discussion of the Items discussed in this Brochure is available in the respective Fund Offering Documents. Each investor is required to receive,

review and execute (as applicable) the Offering Documents prior to being accepted as a limited partner (“Limited Partner”) in the Fund. Spruce Point Capital Partners, LLC (“General Partner”), an affiliate of the Firm serves as the general partner of Spruce Point Domestic and Spruce Point Master Fund. Benjamin Axler is the sole member of the General Partner. The General Partner has ultimate responsibility for the management, operations and the investment decisions made on behalf of the Funds, subject to certain required approvals from the Advisory Board in accordance with the Offering Documents. The Advisory Board is comprised of Benjamin Axler, Ronan Guilfoyle, and Wade Kenny. Ronan Guilfoyle and Wade Kenny also serve as the independent directors of the Offshore Fund. B. TAILORED RELATIONSHIPS Spruce Point provides investment advisory services to the Funds based on the investment objectives of the Funds. The detailed terms, strategies and risks applicable to the Funds may be found in the respective Fund’s Offering Document and such investments are not tailored to the individual needs of any particular Limited Partner in the Funds. The Fund’s investment objective is to achieve appreciation in the Fund’s investments, with reduced correlation to traditional asset classes, by investing in a concentrated portfolio of investments for which Spruce Point intends to share its investment research publicly. Spruce Point publishes periodic research report providing information on certain investment opportunities. These reports, and the information provided in them, are not intended to meet the objectives or needs of any specific individual or organization. We also provide research syndication services to companies that publish our research on their paid subscription platform. C. WRAP FEE PROGRAMS Wrap Fee Programs are arrangements between broker-dealers, investment advisers, banks and other financial institutions and affiliated and unaffiliated investment advisers through which the clients of such firms receive discretionary investment advisory, execution, clearing and custodial services in a “bundled” form. In exchange for these “bundled” services, the clients pay an all-inclusive (or “wrap”) fee determined as a percentage of the assets held in the wrap account. Due to the nature of its advisory services, Spruce Point does not participate in and is not a sponsor of wrap fee programs. D. ASSETS UNDER MANAGEMENT When calculating regulatory assets under management, an investment adviser must include the value of any advisory account over which it exercises continuous and regular advisory or management services. As of December 31, 2022, Spruce Point had approximately $273,635,643 of regulatory assets under management on a discretionary basis. Spruce Point does not manage assets on a non-discretionary basis.