Disclosures

Disclosures

This presentation does not constitute an offer to sell, or a solicitation of an offer to buy, any interest in any investment vehicle, and should not be relied on as such. Nor does this document, email or any attachment hereto disclose the risks or terms of an investment in any investment vehicle managed by Spruce or any of its affiliates. Solicitations can be made only with the applicable Fund’s offering documents and only to qualified persons. For accredited investors with $5+ million only.

These materials are not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use is contrary to local law or regulation. Distribution of this information to any person other than the person to whom this information was originally delivered and to such person’s advisors is unauthorized and any reproduction of these materials, in whole or in part, or the disclosure of any of the contents, without the prior written consent of Spruce Investment Advisors, LLC in each such instance is prohibited.

We believe the information contained in this material to be reliable but do not warrant its accuracy or completeness. The opinions, estimates, and investment strategies and views expressed in this document are based upon current market conditions and/or data and information provided by unaffiliated third parties—and are subject to change without notice. Certain information herein constitutes “forward looking statements.” Actual events or performance may differ materially from those contemplated by such forward-looking statements.

Past performance is not indicative nor a guarantee of comparable future results. Performance indicated includes the reinvestment of all dividends, interest, income, and profits. The investments discussed herein may fluctuate in price or value. Investors may get back less than they invested.

Since Spruce manages its client portfolios according to each client’s specific investment needs and circumstances, Spruce cannot affirm that the returns of any of the Spruce Private Funds or Models will be similar in all Spruce client portfolios. This is due in part to the timing of trades by Spruce or Client, market conditions, liquidity terms, cash availability, and the timing of client deposits and withdrawals. Therefore, prospective clients should not assume that similar performance results to those shown would have been achieved for their accounts had they been invested in the strategy during the period.

This material contains certain forward looking statements, expected or target returns, opinions and projections that are based on the assumptions and judgments of Spruce a with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of Spruces. Other events which were not taken into account in formulating such projections, targets or estimates may occur and may significantly affect the returns or performance of any Client managed by Spruce. Because of the significant uncertainties inherent in these assumptions and judgments, you should not place undue reliance on these forward looking statements, nor should you regard the inclusion of these statements as a representation by Spruce that it will achieve any strategy, objectives or other plans. For the avoidance of doubt, any such forward looking statements, opinions, expected returns, assumptions and/or judgments made by Spruce may not prove to be accurate or correct.

Investors in the Partnership must be (i) “accredited investors” as defined under the Securities Act of 1933, as amended, and (ii) “qualified purchasers” or “knowledgeable employees” as defined under the Investment Company Act of 1940 and the rules promulgated thereunder. Interests may not be purchased by non-resident aliens, foreign corporations, foreign partnerships, foreign trusts or foreign estates, all as defined in the Internal Revenue Code of 1986, as amended, or by entities that are exempt from federal income tax. The General Partner may decline to admit an investor even if it meets such suitability requirements. Prospective investors will be furnished with subscription documents and will be required to complete and return them to the General Partner prior to admission to the Partnership.

This material from Spruce Investment Advisors, LLC is intended only for the individual or entity to which it is addressed. This material may contain information that is privileged, confidential and exempt from disclosure under applicable law. If you are not the intended recipient, you are hereby notified that any dissemination, distribution or copying of this communication is strictly prohibited. If you received this e-mail by accident, please notify the sender immediately and destroy this e-mail and all copies of it.

Disclosure Required Under IRS Circular 230: Spruce Investment Advisors, LLC does not offer tax advice and any information contained in this communication, including any attachments, was not intended or written to be used, and cannot be used, for the purpose of avoiding federal tax-related penalties or promoting, marketing or recommending to another party any transaction or matter addressed herein.

For more information on any mention of Spruce Awards, please contact the Chief Compliance Officer as Spruce maintains strict criteria for any industry award nominations that they may garner. Spruce does not pay anyone for award nominations nor does Spruce seek mention in any industry nomination event.