Nut Tree Capital Management, LP

Nut Tree Capital Management, LP (“Nut Tree”), a Delaware limited partnership, provides investment management services on a discretionary basis to privately offered investment funds. Nut Tree currently serves as the investment manager of nine funds, all of which are organized in a master-feeder structure, as further described below, and offered to outside investors. Nut Tree serves as investment manager to Nut Tree Onshore Fund, LP, a Delaware limited partnership (the “Open-End Onshore Feeder”), Nut Tree Offshore Fund Ltd., a Cayman Islands exempted company (the “Open-End Offshore Feeder” and, together with the Open-End Onshore Feeder, the “Open-Ended Feeder Funds”), each of which invest through Nut Tree Master Fund, LP, a Cayman Islands exempted limited partnership (the “Open-End Master Fund” and, together with the Open-Ended Feeder Funds, the “Open-Ended Funds”). The Open-Ended Funds are openended investment vehicles. Nut Tree also serves as investment manager to Nut Tree Drawdown Fund, LP, a Delaware limited partnership (the “Closed-End Onshore Feeder”), Nut Tree Drawdown Offshore Fund, LP, a Cayman Islands exempted limited partnership (the “Closed-End Offshore Feeder” and, together with the Closed-End Onshore Feeder, the “Closed-End Feeder Funds”), each of which invest through Nut Tree Drawdown Master Fund, LP, a Cayman Islands exempted limited partnership (the “Closed-End Master Fund” and, together with the Closed-End Feeder Funds, the “Closed-End Funds”). The Closed-End Funds are closed-end investment vehicles. Nut Tree also serves as investment manager to Nut Tree Drawdown Fund II, LP, a Delaware limited partnership (the “Closed-End Onshore Feeder”), Nut Tree Drawdown Offshore Fund II, LP, a Cayman Islands exempted limited partnership (the “Closed-End Offshore Feeder” and, together with the Closed-End Onshore Feeder, the “Closed-End Feeder Funds”), each of which invest through Nut Tree Drawdown Master Fund II, LP, a Cayman Islands exempted limited partnership (the “Closed-End Master Fund” and, together with the Closed-End Feeder Funds, the “Closed-End Funds”). The Closed-End Funds are closed-end investment vehicles In this brochure we refer to the Open-Ended Funds and the Closed-End Funds, which are offered to advisory clients, as the “Funds” collectively, and each, a “Fund.” Investment and trading activity for the Open-Ended Feeder Funds and the Closed-End Feeder Funds is conducted at the respective Master Fund level and Closed-End Master Fund level. References herein to the investment objectives, strategies, investments and transactions of the Funds include the Open-Ended Feeder Funds’ and the Closed-End Feeder Funds’ investment objectives, strategies, investments and transactions as implemented through the respective OpenEnd Master Fund or Closed-End Master Fund. Investors in the Funds are referred to herein as “Fund investors.” Nut Tree makes all investment and trading decisions on behalf of the Funds. Investment advice is provided directly to the Funds according to the Funds’ investment objectives and not individually to the Fund investors. The founding partner and principal owner of Nut Tree is Jared R. Nussbaum. The Open-Ended Funds commenced investment activities in February 2016 and the Closed-End

Funds commenced investment activities in April 2020. As of December 31, 2025, Nut Tree manages approximately $5,117,744,000 in client assets on a discretionary basis. Nut Tree does not manage assets on a non-discretionary basis.

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 OpenEnded Funds and the Closed-End Funds.

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 ClosedEnd 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; expenses related to short sales; any third party-provided investment or economic research or data (e.g., Bloomberg fees); regulatory and self-regulatory filings (including Form PF and other regulatory reporting forms relating to the Funds’ operations and trading as well as Nut Tree’s trading); reporting, registrations and membership, including memberships in expert networks; compliance, including, without limitation, costs of compliance programs; regulatory and governmental inquiries and filings (including, without limitations, Forms 13D, 13F, Form ADV and similar filings); subpoenas and proceedings; and any withholding or transfer taxes imposed on the Funds. The Funds also bear all out-of-pocket costs of the operation and administration of the Funds, including accounting, tax audit and legal expenses; the Management Fee; costs of any litigation or investigation involving the Funds’ activities; ongoing offering expenses (which may include the costs of engaging one or more placement agents, although the Open-Ended Feeder

Funds do not currently engage any); costs associated with reporting and providing information to existing and prospective investors; the costs of any liability insurance obtained on behalf of the Funds, the General Partner or Nut Tree; costs in connection with computing the value and attributes of the Funds’ assets (including independent pricing services or data and third-party valuation consultants); costs associated with possible reorganizations or restructurings of the Funds and/or related entities; costs resulting from any entities used in the course of the Funds’ investing and trading (e.g., a “blocker” corporation), including costs and expenses incurred in connection with organizing and operating any Luxembourg corporation and complying with any law or regulation related to the activities of any such Luxembourg corporation (including the appointment and engagement of independent and non-executive directors and items of overhead, including rent and the salaries and remuneration of any employee of, or consultant to, such Luxembourg corporation); costs associated with fulfilling the bonding requirements under the Employee Retirement Income Security Act of 1974, as amended, if applicable; and any indemnification payments. For these purposes, “travel expenses” includes lodging and may include the cost of first-class or business class airfare or expenses associated with the use of private aircraft in an amount up to the cost of an equivalent first-class commercial airline ticket. Although the Open-Ended Funds do not currently employ leverage, they reserve the right to implement leverage in connection with the strategy and treat costs and expenses and other payments in connection with the incurrence of leverage and indebtedness as Operating Expenses. The Closed-End Fund employ a subscription line to bridge capital calls. However, the General Partner or Nut Tree may, in its sole discretion, choose to absorb any such expenses incurred on behalf of the Funds. The Open-Ended Funds’ payment of ongoing operating expenses in each fiscal year is subject to the following expense cap (the “Open-End Master Fund Expense Cap”): operating expenses charged to an Open-Ended Feeder Fund during such fiscal year will not exceed 0.40% of the OpenEnded Feeder Fund’s average month-end net asset value, as determined by the valuation policies and procedures adopted by the Open-Ended Funds, for such fiscal year. Any operating expenses in excess of such cap will be borne exclusively by Nut Tree without reimbursement by the respective Open-Ended Feeder Fund. Specific, one-off deal- and transaction-related fees, costs and expenses (including related legal and consulting fees) are not subject to the Open-End Master Fund Expense Cap. In addition, extraordinary expenses that would be classified as extraordinary items on a Master Feeder Fund’s income statement are not subject to the Open-End Master Fund Expense Cap. 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 Open-Ended Funds. The Open-Ended Funds additionally bear all transaction costs and expenses directly related to their investment programs, including brokerage commissions and interest on debit balances or borrowings, which are not subject to the Open-End Master Fund Expense Cap. To the extent any of the expenses are incurred on behalf of the Open-Ended Funds, the ClosedEnd Funds and any other investment vehicles or funds or accounts managed by Nut Tree, a Fund will not bear more than its pro rata portion of such expenses, as determined by Nut Tree using a fair and reasonable allocation methodology given the circumstances of such expenses. Please also see “Item 12—Brokerage Practices” below for additional information regarding Nut Tree’s broker selection policies. Side Letters

The Funds, Nut Tree and/or the General Partner, as pertinent, have in the past and may from time to time in the future enter into agreements with certain Fund investors that provide for terms that are different from those described in the pertinent Offering Memorandum (“side letters”) and has previously entered into side letters with Fund investors. The Funds or the General Partner may, but is not required to, disclose the existence or terms of any such side letters to any other Fund investor. However, except as otherwise described in the Offering Memoranda with respect to certain groups of related investors (“limited partner groups”), the Open-Ended Feeder Funds will not permit any Fund investor to have withdrawal rights that are in any respect preferential to those generally applicable to all Fund investors.

Open-Ended Funds—Methods of Analysis, Investment Strategies and Risk of Loss General Nut Tree employs an investment strategy designed to generate attractive risk-adjusted returns primarily by investing in (i) stressed corporate debt, (ii) distressed corporate debt, (iii) deep value and special situation equities and (iv) low loan-to-value middle market leveraged loans and high yield bonds (“High Yield Value”). In addition, Nut Tree invests in other securities with similar investment characteristics to distressed debt, such as warrants, trade claims, sovereign debt, assetbacked securities and structured credit products. Nut Tree employs a long-biased strategy, but seeks to generate returns both on the long and short side. Short positions typically are drawn from the same opportunity set as longs, but also include index products (e.g., exchange-traded funds (“ETFs”) and tranches of CDX, or certain credit default swap indices covering North American and emerging market companies) and investment grade/cross-over credits. Index products are used as a shorting tool to adjust the net exposure of the Funds, in particular the Funds’ equities

book. The investment program is focused on countries comprising the Organization for Economic Co-operation and Development (“OECD”) with established, creditor- friendly corporate restructuring frameworks. Nut Tree believes there is significant opportunity in smaller, off-the-run capital structures, both credit and equity, in all parts of the credit cycle. The ability to analyze a company’s prospects in a timely and efficient manner is a key differentiator for Nut Tree. Likewise, Nut Tree seeks to take advantage of situations characterized by complacency, or an existing investor seeking to protect its mark, by shorting bonds of companies with poor outlooks. Nut Tree also opportunistically seeks investment opportunities in larger capital structures when they become mispriced. Nut Tree expects a large portion of the Funds’ portfolio will continue to be invested in middle market capital structures (defined as enterprise value less than $1.2 billion) at most points in the credit cycle. Nut Tree intends to manage the portfolio dynamically based upon the nature and quality of the opportunity set, taking into account the point in the market cycle. The investment objectives and methods summarized in this brochure represent Nut Tree’s current intentions. Depending on conditions and trends in the securities markets and the economy in general, Nut Tree may pursue any objectives, employ any investment techniques or purchase any type of security that it considers appropriate and in the best interests of the Funds. Stressed Debt Nut Tree defines stressed debt as debt that is performing, such that it typically trades at a price above 70% of face value and at a credit spread of 700-1,200 basis points (“bps”) above treasury yields. Stressed debt includes high-yield bonds, other types of bond instruments, loans and credit default swaps (“CDS”). Stressed debt long investments can either be made directly in the securities markets or structured through CDS. Stressed debt short investments include high-yield CDS, investment-grade CDS, as well as short positions in cash bonds — all of which benefit from price dislocations and volatility in the credit markets. Nut Tree seeks stressed-debt opportunities with a number of different characteristics. The foremost opportunities are situations in which deep fundamental credit analysis can uncover value. Nut Tree also focuses on event-driven credit. This typically refers to debt trading below par or the call price with under-appreciated triggers for a “pull to par” (or the call price). Nut Tree engages in capital structure arbitrage to attempt to exploit inefficiencies in an issuer’s capital structure. Nut Tree also invests in struggling new issues, which periodically arise from market dislocations, poor marketing or industry stress. Finally, Nut Tree seeks opportunities to short performing credit, both on a stand-alone basis and as part of capital structure relative value trades. Distressed Debt Nut Tree defines distressed debt as debt that is in payment default, in a formal restructuring process or subject to any other type of distress that causes such debt to trade below 70% of face value or at a credit spread above 1,200 bps. The typical outcome for a distressed debt situation is a restructuring of the issuer’s capital structure, either out-of-court or in a bankruptcy or insolvency proceeding. Distressed debt investing often focuses on the “recovery” or “enterprise” value of the issuer as well as the legal terms of the issuer’s outstanding debt and the relevant bankruptcy process. The distressed debt component of Nut Tree’s strategy primarily includes long positions, as typically the only viable distressed debt trade is to acquire debt at steep discounts to face value

expecting to receive substantial returns from trading such debt or from the outcomes of a restructuring. Nut Tree generally looks to acquire small percentages of the outstanding distressed debt of an issuer, which Nut Tree can trade in and out of when the market value changes due to changed expectations regarding the outcome of the ongoing restructuring process. Nut Tree continually reunderwrites distressed investments as they move through the restructuring process. If Nut Tree deems it necessary in order to optimize the outcome of an investment, representatives of the Funds may join ad hoc or official creditor committees from time to time. If the valuation is still deemed compelling after completion of a restructuring, Nut Tree may continue to own the restructured “reorg” security (often in the form of equity). Deep Value and Special Situation Equities Nut Tree’s approach to equity investing shares many characteristics with the credit investing strategy and focuses on two categories of equities – deep value and special situations. As a general guideline, Nut Tree focuses on the long side, investing in equities that have significant upside over time frames spanning six months or longer. Shorting individual equities generally is limited to use in capital structure arbitrage and as a portfolio hedging tool. Nut Tree also uses other equity hedging tools, such as equity indices and put spreads, to reduce the market exposure of the Funds. Deep value equity investments are focused on securities that are undervalued due to (i) industry dislocation or flux, (ii) investor misperception, often as a result of complexity or (iii) limited/poor research coverage. Many investments are predicated on “soft” catalysts, such as earnings approaching an inflection point or the expectation that hidden/obscured value are uncovered by the market over time. In addition, Nut Tree invests in some public equities of companies in which the Funds also own the debt. Special situation equities include reorg equities and equities undergoing corporate action or turmoil. Special situations typically are also considered “deep value,” but are more likely to have identifiable catalysts, such as an acquisition, management change or transition of the shareholder base from the distressed community to traditional equity investors. Nut Tree expects some reorg equities will be owned via conversion of distressed debt in a restructuring process. High Yield Value Nut Tree invests in “High Yield Value” both to generate attractive risk-adjusted returns and to preserve flexibility to increase the risk profile of the Funds during periods of greater opportunity. The category is meant to serve as a stable placeholder that provides a ballast of current yield to the portfolio with limited principal risk. High Yield Value generally comprises middle market syndicated loans and bonds. The loans and bonds in this category are generally first lien secured debt or unsecured debt in “single layer” capital structures that have limited risk of being layered by secured debt. The loan-to-value is generally below 65%, and issue size typically ranges from $200 million to $1 billion. High Yield Value loans are frequently non-conforming for a collateralized loan obligation, due to issue size, ratings or other structural nuances. High Yield Value bonds tend to be middle market, in unpopular industries or have other characteristics shunned by traditional high yield managers, in spite of their attractive loan-to-value. Bankruptcy exit financings are among the investments considered. Credit Instruments that trade at a spread below 700 bps are usually included in High Yield Value, unless they trade at a dollar price below

85, in which case they may be categorized as stressed debt.

Closed-End Funds—Methods of Analysis, Investment Strategies and Risk of Loss General. The Closed-End Funds seek to generate attractive risk-adjusted returns primarily by investing in (i) distressed corporate debt and (ii) stressed corporate debt of issuers in the United States and in other OECD countries. The Closed-End Funds expect to invest primarily in publicly registered corporate bonds, 144A corporate bonds, CDS and syndicated bank loans. The ClosedEnd Funds may also invest in other securities related to distressed debt, such as equities, warrants, trade claims, sovereign debt, asset-backed securities and structured credit products. Distressed Debt Nut Tree defines distressed debt as debt that is in payment default, in a formal restructuring process or subject to any other type of distress that causes such debt to trade below 70% of face value or at a credit spread above 1,200 bps. Nut Tree expects a significant portion of the Closed-End Funds’ investments to involve a restructuring process, and in cases where Nut Tree is a significant creditor, Nut Tree will often take an active role in the process, usually as a member of an ad hoc creditor committee. Stressed Debt Nut Tree defines stressed debt as debt that is performing, such that it typically trades at a price above 70% of face value and at a credit spread of 700-1,200 bps above treasury yields. The ClosedEnd Funds seek stressed credit opportunities with a number of different characteristics which include, but are not limited to, companies facing temporary but manageable cyclical pressures, issuers or securities with hidden pockets of value in otherwise under-earning businesses, and good businesses with some exposure to troubled industries.

Material Risks of Nut Tree’s Strategies Investing in securities involves risk of loss that Fund investors should be prepared to bear. The following is a summary of some of the material risks associated with the strategies expected to account for a significant portion of the Funds’ investments. This summary does not attempt to describe all of the risks associated with an investment in the Funds or to provide a complete description of any of the individual risks referenced. Although no summary can fully describe all of the risks associated with such an investment, the Offering Memoranda contain a more complete description of the risks associated with an investment in the Funds. Illiquidity. A portion of the investments made by the Funds may be very illiquid, and consequently the Funds may not be able to sell such investments at prices that reflect Nut Tree’s assessment of their value or the amount paid for such investments by the Funds. Illiquidity may result from the absence of an established market for the investments as well as legal, contractual or other restrictions on their resale by the Funds and other factors. Furthermore, the nature of the Funds’ investments, especially those in financially distressed companies, may require a long holding period prior to profitability. Lack of Diversification. Because the Funds’ investment portfolio may not necessarily be widely diversified, the portfolio may be subject to more rapid changes in value than would be the case if the Funds were required to maintain a wide diversification among companies, securities and types

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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.

As stated in “Item 5 – Fees and Compensation” above, the General Partner currently receives performance-based compensation from all Fund investors and, indirectly, Nut Tree, as the sole member of the General Partner. Nut Tree may face potential conflicts of interest in allocating its advisory time among the Funds because of Nut Tree’s differing fee and compensation arrangements with the Funds. The fact that the General Partner is eligible to receive the Performance Allocation may cause Nut Tree to trade in a more speculative manner than it otherwise would. Nut Tree may also face potential conflicts of interest in allocating its investment opportunities among the Funds due to differences in performance-based compensation received by Nut Tree from different Funds. To address conflicts of interest for investment allocations, Nut Tree has adopted an investment allocation policy which is described in Item 12 – “Brokerage Practices” below.

As noted above, Nut Tree Partners GP, LLC (previously defined as the General Partner), an affiliate of Nut Tree, serves as the general partner of the Open-End Onshore Feeder Fund, the Open-End Master Fund and the Closed-End Funds. Nut Tree is the sole member of the General Partner. Any persons acting on behalf of the General Partner are subject to the supervision and control of Nut Tree in connection with any investment advisory activities. In accordance with SEC guidance, the General Partner is registered as an investment adviser in reliance on the Form ADV filed by Nut Tree.

Personal Trading Code of Ethics As a fiduciary, Nut Tree owes an undivided duty of loyalty to its clients and thus demands the

highest standards of ethical conduct and care by all of its principals and employees (referred to herein as “supervised persons”). It is Nut Tree’s policy that all supervised persons conduct themselves so as to avoid, to the extent possible, not only actual conflicts of interest with clients but any conduct that could give rise to the appearance of a conflict of interest that might compromise the trust placed in Nut Tree by its clients. Nut Tree’s policies and procedures have been designed to identify and properly disclose, mitigate and/or eliminate applicable conflicts of interest. Nut Tree has adopted a Code of Ethics that sets forth standards of ethical and business conduct expected of Nut Tree’s supervised persons and addresses conflicts that may arise from personal trading by Nut Tree’s supervised persons. The Code of Ethics, among other things, requires compliance with the federal securities laws, reflects Nut Tree’s fiduciary responsibilities and those of its advisory personnel, prohibits certain personal securities transactions and requires Nut Tree’s supervised persons to periodically report and/or preclear certain personal securities transactions. The Code of Ethics is available to be reviewed, upon request, by any Fund investor or potential Fund investor at Nut Tree’s offices. Personal Trading Nut Tree’s supervised persons are permitted to invest in their personal trading accounts, subject to certain restrictions, and may in certain circumstances invest in the same or related securities as Nut Tree recommends to the Funds, including doing so at or about the same time as the Fund transaction is effected. In order to reduce certain conflicts of interest that may arise between client accounts and the personal trading activities of Nut Tree’s supervised persons, Nut Tree has adopted a personal trading policy (contained in the Code of Ethics). The personal trading policy, among other things, requires preclearance of certain transactions and reporting of all transactions in and holdings of “reportable securities.” Furthermore, Nut Tree personnel are generally prohibited from entering into transactions with respect to securities in which the Funds are currently invested or may be expected to invest in the next 30 days. To the extent any such transactions are permitted, details of such transactions will be provided to existing and prospective investors upon request, provided that no such disclosure will be made with respect to the sale of securities held by personnel prior to joining Nut Tree. Principal Transactions and Cross Trades It is not generally anticipated that the Open-End Master Fund and the Closed-End Master Fund will enter into transactions in which Nut Tree and/or an affiliate participates or has a significant economic interest. Moreover, Nut Tree does not generally anticipate effecting client crosstransactions where Nut Tree causes a transaction to be effected between (i) the Open-End Master Fund or the Closed-End Master Fund and (ii) another account advised by it or any of its affiliates. However, if Nut Tree determines it is in the best interests of the Open-End Master Fund and the Closed-End Master Fund to enter into any such related party transaction, such transaction will be conducted in compliance with the disclosure and consent requirements of Section 206(3) of the Investment Advisers Act of 1940. Nut Tree must determine that any principal transaction is in the best interest of the participating client. Cross trades must be in the best interest of each participating client and must be consistent with Nut Tree’s duty to seek best execution.

Best Execution Nut Tree is authorized to select the broker-dealers to be used for portfolio transactions for the Open-End Master Fund and the Closed-End Master Fund. In placing portfolio transactions, Nut Tree will seek to obtain the best execution, taking into account the following factors: the ability to effect prompt and reliable executions at favorable prices (including the applicable dealer spread or commission, if any); the operational efficiency with which transactions are effected, taking into account the size of the order and difficulty of execution; the financial strength, integrity and stability of the broker; the firm’s risk in positioning block positions; the quality, comprehensiveness and frequency of available research services considered to be of value; and the competitiveness of commission rates in comparison with other brokers satisfying Nut Tree’s other selection criteria. In addition, subject to Nut Tree’s obligation to seek best execution, Nut Tree may consider referrals of Fund investors in selecting brokers. Soft Dollar Benefits Nut Tree is authorized to use “soft dollars” generated by the Open-End Master Fund and the Closed-End Master Fund to pay for certain research and research-related services within the “safe harbor” provided by Section 28(e) of the Securities Exchange Act of 1934. However, Nut Tree currently has no soft dollar arrangements and does not expect to use soft dollars in the near future. Allocation of Investment Opportunities Nut Tree currently advises the Open-Ended Funds and the Closed-End Funds. The investment objectives and programs of the Drawdown Funds are similar to, and overlap with, the investment objectives and proposed investment programs of the Open-Ended Funds, as further described in Item 8—Methods of Analysis, Investment Strategies and Risk of Loss. As such, certain clients of Nut Tree regularly compete for investment opportunities with each other. Additionally, Nut Tree in the future may act as the investment adviser to other clients with the same or different investment objectives, philosophies and strategies as those used for the Funds. Accounts of such other clients may have different terms of investment than the Funds, including different fees and liquidity terms. Nut Tree generally intends to allocate all investment opportunities that may be appropriate for the Funds and any other clients in a manner that is fair and equitable to all clients over time, taking into account the different investment mandates and investment strategies applicable to such clients, current investment positions of a client, the relative capitalization and cash availability of a client, investment time horizon, target hold size, target acquisition size, leverage ratios, tax, regulatory and other considerations. In addition, Nut Tree may also consider the following factors in making any allocation of investment opportunities, and such factors may result in a different allocation of investment and/or sale opportunities: (i) the risk-return and target return profile of the proposed investment relative to a Fund’s current risk profiles; (ii) a Fund’s investment guidelines, investment timeline horizon, restrictions, terms and objectives, including whether such objectives are considered solely in light of the specific investment under consideration or in the context of the respective portfolios’ overall holdings; (iii) the need to re-size risk in a Fund’s portfolio and taking into account any existing investment positions among such portfolios; (iv) liquidity considerations of a Fund, including

during a ramp-up or wind-down of one or more of the Funds, proximity to the end of a specified term or investment period, any redemption/withdrawal requests from or with respect to a Fund, anticipated future contributions and available cash; (v) tax consequences; (vi) regulatory or contractual restrictions or consequences; (vii) avoiding a de minimis allocation; (viii) availability and degree of leverage and any requirements or other terms of any existing leverage facilities; (ix) a Fund’s investment focus on a classification attributable to an investment or issuer of an investment, including geography, industry or business sector; (x) the management of any actual or potential conflict of interest; and (xi) any other considerations deemed relevant by Nut Tree in good faith. In cases where a limited amount of an instrument is available for purchase, the allocation of such instrument, as between the Funds, any other clients and/or the accounts of Nut Tree and its affiliates, may necessarily reduce the amount available for purchase by the Funds. There can be no assurance that a particular order or investment opportunity will be allocated in a particular manner. If conflicts arise in the allocation of investment opportunities, Nut Tree will seek to resolve such conflicts fairly. Circumstances could occur, however, in which an allocation could have adverse effects on the Funds or another client with respect to the price or size of securities positions obtainable or saleable. If and when pertinent in the future, if Nut Tree determines that it would be appropriate for more than one investment account to participate in an investment opportunity, Nut Tree will seek to execute orders for all of the participating investment accounts on an equitable basis. If Nut Tree has determined to invest at the same time for more than one investment account, Nut Tree will generally place combined orders for all such accounts simultaneously; and if all such orders are not filled at the same price, it will generally average the prices paid. Similarly, if an order on behalf of more than one account cannot be fully executed under prevailing market conditions, Nut Tree will allocate the trade among the different accounts on a basis that it considers equitable. Situations may occur where the Funds could be disadvantaged because of the investment activities conducted by Nut Tree for other investment accounts. Trade Errors Nut Tree may from time to time make trade errors, defined as errors in implementing specific trades that Nut Tree had determined to make. Trade errors can result from clerical mistakes, miscommunications between Nut Tree personnel and other reasons. Nut Tree determines whether the costs arising from trade errors will be borne by the Funds or Nut Tree by applying the pertinent contract’s standard of liability applicable to Nut Tree in its management of the Funds’ capital. Nut Tree, accordingly, will be obligated to reimburse the Funds for any trade error resulting from Nut Tree’s willful misconduct, gross negligence, bad faith or fraud, and not otherwise. Nut Tree will itself determine in good faith whether or not a given trade error is required to be reimbursed under the general liability and exculpation standards applicable to the Funds. Nut Tree will have a conflict of interest in determining both whether a trade error has occurred and whether a trade error should be for the account of the Funds or Nut Tree. Nut Tree will attempt to resolve such conflict by an objective determination of the status of the trade error under the applicable liability standard. Any gains recognized on trade errors will be for the benefit of the Funds; none will be retained by Nut Tree.

Nut Trees employees or one or more affiliates may act as placement agent for the Funds (the “Placement Agent”). Although Fund investors will not pay additional selling compensation if the Placement Agent recommends an investment in the Funds, the party acting as a Placement Agent may receive a portion of the Management Fees, Performance Allocations and Carried Interest on the assets invested. Accordingly, the Placement Agent will have a conflict of interest in recommending an investment in a Fund or advising whether to withdraw, if applicable, from a Fund. Any engagement of a Placement Agent by Nut Tree will be undertaken based on the requirements of Advisers Act Rule 206(4)-1.

Nut Tree has no legal or disciplinary events to report that would be material to a Fund investor’s or prospective Fund investor’s evaluation of Nut Tree’s advisory business or the integrity of its management.

Review of Accounts Nut Tree will review, as pertinent, the Funds’ portfolio holdings to determine that the investments held by the Funds remain consistent with the pertinent Offering Memoranda and will generally review the Funds’ performance on an ongoing basis. Reports to Fund Investors Fund investors receive unaudited monthly reports reviewing the Funds’ performance for the month, quarterly letters and audited financial statements on an annual basis.

Although Nut Tree does not physically hold the securities and other assets of the Funds, Nut Tree is deemed to have custody of the Funds’ assets, since a Nut Tree affiliate serves as the general partner of, or in a similar capacity for, certain of the Funds. Fund investors do not receive account statements from any custodians; rather, the Funds are subject to an annual audit and the audited financial statements are distributed to each Fund investor.

Nut Tree has full discretion in all investment decisions made on behalf of the Funds, subject to the investment objectives, strategies and policies applicable to each Fund. Nut Tree may make investment decisions, without consultation with the Funds or the Fund investors, regarding which securities are bought and sold for the Funds, the total amount of the securities to be bought and sold, the broker-dealers with which orders are placed for execution and the commission rates at which securities transactions are effected. Such discretionary authority is granted to Nut Tree in the applicable limited partnership agreement, investment management agreement or other pertinent Fund documentation.

Although Nut Tree as a general practice does not intend to vote securities held by the Funds, such as when Nut Tree determines that not voting is in the best interests of a client (for example, where Nut Tree determines that the cost of voting exceeds the expected benefit to the client), Nut Tree has voting authority with respect to such client securities. In addition to solicitations in connection with equity securities of traditional operating companies, proxy voting is also deemed to include

any consent requested in matters such as bankruptcy or insolvency, covenant waivers in connection with debt, approvals regarding the restructuring of debt and other rights and remedies with respect to securities. In the event that Nut Tree votes client securities, Nut Tree will be guided by general fiduciary principles and will vote in the manner it believes is consistent with efforts to achieve a client’s stated investment objectives. Nut Tree follows procedures designed to identify conflicts or potential conflicts that could arise between its own interests and those of its clients. If it is determined that any such conflict or potential conflict is not material, Nut Tree may vote proxies notwithstanding the existence of the conflict. If it is determined, however, that a conflict of interest or potential conflict of interest is material, one or more methods may be used to resolve the conflict, including (i) engaging a third party to recommend a vote with respect to the proxy, (ii) disclosing the conflict to the client and obtaining its consent before voting or (iii) convening a proxy voting committee to review the conflict. Nut Tree will maintain a written record of each of its proxy votes. Clients may request a copy of Nut Tree’s proxy voting policy, as well as applicable proxy voting records, by contacting Nut Tree.

Nut Tree is not aware of any financial condition reasonably likely to impair its ability to meet contractual commitments to its clients, and Nut Tree has not been the subject of a bankruptcy petition.