Willow Tree Credit Partners LP

ITEM 5.         FEES AND COMPENSATION

Fee Schedule, Deduction of Fees, Timing of Payments and Compensation

Willow Tree’s fee schedule is omitted because this brochure is being delivered only to “qualified
purchasers,” as defined in section 2(a)(51)(A) of the Investment Company Act of 1940 (the “Investment
Company Act”).

Private Funds

Willow Tree is compensated through the payment of management fees (“Management Fees”) and
performance-based compensation (“Performance Allocation”) by the Funds. The annual Management Fee
is payable by an Investor and deducted from Fund assets in quarterly installments and is generally 1.0% to
1.5% of the Investor’s invested capital, net invested capital, net asset value or gross asset value depending
on the Fund. Management Fees payable by the Funds are typically reduced by one hundred percent (100%)
of (i) the Fund’s allocable share of Investment-Related Fees and (ii) Placement Fees and Excess
Organizational Expenses paid by the Funds. Willow Tree generally does not earn any fees directly from
Rated Note Feeders, but rather receives compensation indirectly through the underlying WTCP Client or
WTMC Client in which such Rated Note Feeder invests, which compensation may include both
Management Fees and a Performance Allocation.

Willow Tree is compensated by the CLOs through the payment of collateral management fees which are
generally paid quarterly based on a percentage of the assets in the respective CLO. Willow Tree may decide
to return, direct or otherwise offset such collateral management fees back to the joint venture owners in the
respective CLO.

Generally, fees paid by Investors are not negotiable. In certain cases, however, Willow Tree has waived or
reduced the Management Fees and Performance Allocation for certain Investors, including employees and
affiliates. All Investors should review the Governing Documents for complete information on fees and
compensation. Additionally, Willow Tree and its affiliates may elect to waive or reduce Management Fees
and Performance Allocation for the benefit of one or more co-investors without offering such reduction or
waiver to the other co-investors. Lastly, the fees paid by future funds managed by Willow Tree may differ
from the fees described herein.

Separately Managed Accounts

The terms for payment of fees and expenses regarding any SMA are set forth in the applicable investment
management agreement or other similar agreement. Such payment terms include a management fee, portion
of original issue discount, other portfolio company remuneration, servicing fee, and/or a percentage of the
funded or unfunded assets at close. In some circumstances. Other terms applicable to any SMA, including
but not limited to investment restrictions and other investment guidelines, are subject to negotiation and
vary from each other and from those applicable to the Funds.

Side Letters

Willow Tree has entered into agreements with Investors, without the approval of any other Investor, that
provide for terms that are different from those described in the pertinent offering documents (“side
letters”). Absent an agreement to the contrary, Willow Tree may, but generally is not required to, disclose
the existence or terms of any such side letters to any other Investor.

The types of Investors who receive preferential treatment, or have the right to receive preferential treatment,
include, but are not limited to: cornerstone or seed Investors or Investors of other strategic importance to
the Funds; Investors complying with specific legal, tax and/or regulatory requirements; and affiliates of
Willow Tree.

Rights or terms that a side letter may alter include, but are not limited to: (1) rights or terms necessary in
light of particular legal, regulatory or public policy characteristics of an Investor; (2) preferential fee terms;
(3) transferability of an investor’s interest and/or transfer; and (4) enhanced transparency and reporting.

If Willow Tree or the Funds enters into a side letter entitling an Investor to withdraw from the Fund under
certain circumstances (e.g., as a result of a violation of any pay-to-play or similar law, regulation or policy
applicable to such Investor), any actual withdrawal by such Investor may increase any other Investor’s pro
rata interest in all future investments, which may have an adverse effect on such Investor’s returns.

In addition, certain such Investors in Funds managed by WTMC may receive economic rights entitling
them to share in a portion of the management fees and/or performance allocations earned by WTMC or the
General Partner of such Funds. Such Investors that receive such economic rights may have conflicting
interests from other Investors and may have the right to appoint a representative to the LP Advisory
Committee or similar governing body of such Fund and, in such capacity, may influence decisions of the
Fund.

Additional Fees and Expenses

In addition to the Management Fees and Performance Allocation payable to Willow Tree, subject to the
terms of a Fund’s offering documents, a Fund will typically incur organizational and other operating
expenses, including but not limited to expenses incurred in connection with audit, accounting, consulting,
legal, brokerage, insurance, research, litigation and custodian expenses; expenses relating to compliance
with regulatory requirements applicable to the Funds; and taxes, fees and other governmental charges levied
against the Funds of its subsidiaries.

SMA Clients will incur operation and transaction fees, and costs and expenses associated with maintaining
their accounts imposed by third parties. These fees and expenses are separate and in addition to the advisory
fees charged by Willow Tree for managing Client accounts.

Willow Tree bears its own operating, general, and administrative and overheard costs and expenses.

Generally, the Funds will also pay, on a pro rata basis, all investment expenses and costs incurred in
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ITEM 7.          TYPES OF CLIENTS

Willow Tree provides investment advisory services to the Funds, SMAs, and CLOs.

Investors are expected to include primarily government and private pension funds, sovereign wealth funds,
endowments, foundations, family offices, banks, investment companies, insurance companies, private
corporations, and high net worth individuals. Generally, Investors will be required to meet certain suitability

and net worth qualifications, such as being: (1) an “accredited investor” within the meaning of Rule 501 of
Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), (2) a “qualified
purchaser” as defined in Section 2(a)(51) of the Investment Company Act or (3) a “knowledgeable
employee” within the meaning of Rule 3c-5 under the Investment Company Act, depending on the
applicable eligibility requirements of the respective Fund.

Willow Tree will generally require that Investors invest no less than $1,000,000. Willow Tree generally
requires a minimum SMA account size of $150,000,000. Willow Tree may waive each of these minimums
at its sole discretion.