Nut Tree Capital Management LP

Item 5. Fees and Compensation

 Compensation received by Nut Tree and/or an affiliate for investment management services to the
 Funds is comprised of management fees based on a percentage of assets under management or
 invested capital and performance-based compensation. The following is a general summary of
 such fees and compensation, which are described in greater detail in the confidential private
 placement memorandum of the Open-Ended Feeder Funds and the Closed-End Feeder Funds
 (each, an “Offering Memorandum,” and collectively, the “Offering Memoranda”).

 Management Fee

 Fund investors’ shares or the portion of its capital account attributable to investments made to the
 Open-Ended Feeder Funds are generally assessed a management fee (the “Management Fee”) at
 an annual rate with respect to the amount invested in the relevant Master Feeder Fund. Fund
 investors in the Closed-End Feeder Funds are subject to a Management Fee rate percentage of the
 amount of a Fund investor’s net of invested capital in the respective Drawdown Feeder Fund. The
 Management Fee will accrue daily and be paid quarterly in advance. The Management Fee will be
 pro-rated for any partial periods. Nut Tree may reduce or eliminate the Management Fee with
 respect to any Fund investor in its sole discretion, and has done so in the past for certain series of
 interests and classes of shares no longer being offered of the Open-Ended Feeder Funds.

 Nut Tree’s fee schedule is omitted because this brochure is only being delivered to “qualified
 purchasers” as defined in the Investment Company Act of 1940, as amended.

 Performance-Based Compensation

 Investors in the Open Ended Feeder Funds also generally are subject to a performance allocation
 (the “Performance Allocation”). The Performance Allocation, in respect of Fund investors in the
 Open-Ended Feeder Funds, will be equal to a portion of the net profits allocable to the amount
 invested in the relevant Open-Ended Feeder Fund, subject to a “high water mark” provision. A
 Performance Allocation rate of 20% per annum generally applies to the net profits attributable to
 an investor’s shares or the portion of its capital account attributable to investments made to the
 relevant Open-Ended Feeder Fund. The Performance Allocation (if due) is made to Nut Tree
 Partners GP, LLC (the “General Partner”), which serves as the general partner of the Open-End
 Onshore Feeder, the Open-End Master Fund and the Closed-End Funds. Nut Tree is the sole
 member of the General Partner.

 With respect to the Closed-End Funds, Fund investors are subject to the carried interest of the
 General Partner (the “Carried Interest”) which, if allocable, is equal to 20%, subject to an 8%
 preferred return to Fund investors with a 100% catch-up.

  The General Partner additionally may, in its sole discretion, reduce, waive or calculate differently
  the Performance Allocation or Carried Interest with respect to any Fund investor including, without
  limitation, Fund investors that are affiliates of Nut Tree and has done so in the past for the Open-
  Ended Funds and the Closed-End Funds.
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 Early Redemption Fee of the Open-Ended Funds

 Fund investors in the Open-Ended Feeder Funds generally are subject to an “early withdrawal fee”
 equal to 5% of the net proceeds (i.e., net of any Performance Allocation) withdrawn prior to the
 12th month-end following the effective date of the applicable capital contribution or subscription
 (the “Soft Lock-Up Period”), payable to the Open-End Master Fund, as described more fully in
 the pertinent Offering Memorandum, for the benefit of the other Fund investors.

 Other Types of Fees or Expenses

 Fund investors bear indirectly the fees and expenses charged to the Funds.

 Organizational and Initial Offering Expenses. The Funds (and, indirectly, the Fund investors) bear
 the expenses of the organization of the Funds and the initial offering of Fund interests/shares,
 including legal and accounting fees, printing costs, travel, “blue sky” filing fees and expenses and
 out-of-pocket expenses. The amortization of the organizational and initial offering costs of the
 Open-Ended Funds, which are subject to the expense cap discussed below, were completed
 February 2021.

 The organizational and initial offering costs of the Closed-End Funds, which are currently being
 amortized over a period of 60 calendar months, are subject to an expense cap equal to 0.40% of
 aggregate capital commitments to the Closed-End Feeder Funds (the “Drawdown Fund Expense
 Cap”). The Drawdown Fund Expense Cap also applies to payment of operating expenses by the
 Closed-End Funds, as further described below, but excludes fees, costs and expenses incurred that
 relate to specific investments, one-off deals and transactions, repayments of principal on the
 Closed-End Funds’ borrowings and indebtedness incurred under a credit facility and items that
 would be classified as extraordinary expenses of the income statements of the Closed-End Funds.
 Such one-off deal and transaction costs include Nut Tree’s participation in restructuring activities,
 creditor committees and loan closings in connection with its investments on behalf of the Closed-
 End Funds.

 Operating Expenses. Subject to the applicable expense cap (as described above and below), the
 Funds (and, indirectly, the Fund investors) bear any and all fees, costs and expenses incurred in
 connection with the evaluation, discovery, investigation, development, acquisition, monitoring,
 maintenance or disposition of their investments (whether or not consummated) and short-term
 investments. These fees vary, but typically include, without limitation, expenses related to travel
 for research purposes; risk management systems; investment-related systems; data and technology
 services; proxies; underwriting and private placements; custody fees; loan fees; commitment fees;
...

Item 7. Types of Clients

 As described in “Item 4 – Advisory Business” above, Nut Tree provides investment advice to
 private investment funds (defined previously as the “Funds”). Investment advice is provided
 directly to the Funds and not individually to the Fund investors.