General Description of Willow Tree
Willow Tree, a Delaware limited partnership formed in February 2017, provides investment management
services to its advisory client(s). The principal owner of Willow Tree is TLLOW Holdings LLC, a limited
liability company. Willow Tree Credit Partners GP, LLC (“Willow Tree GP”) acts as the general partner
to Willow Tree. Timothy Lower is the principal owner and managing member of Willow Tree GP.
Description of Advisory Services
Willow Tree currently provides investment advisory services limited to separately managed accounts and
pooled investment vehicles intended for institutional and other sophisticated investors, including Willow
Tree Fund I LP, a Delaware limited partnership (the “Onshore Fund I”), Willow Tree Fund I (Offshore),
LP (the “Offshore Fund I”), Willow Tree Fund II, LP (the “Onshore Fund II”), Willow Tree Fund II
(Offshore), LP (the “Offshore Fund II”), WT Fund I (Offshore) Intermediate, LP (the “Fund I (Offshore)
Intermediate”), and WT Fund II (Offshore) Intermediate, LP (the “Fund II (Offshore) Intermediate”)
and anticipates providing investment advisory services to additional separately managed accounts
(collectively with the currently advised separately managed accounts, the “SMAs,” and together with the
Onshore Fund I, Offshore Fund I, Onshore Fund II, Offshore Fund II, Fund I (Offshore) Intermediate, and
Fund II (Offshore) Intermediate, the “Clients”). Willow Tree may establish one or more parallel funds
(each a “Parallel Fund” and, collectively, the “Parallel Funds”) or Feeder Funds for certain investors
(each a “Feeder Fund” and, collectively, the “Feeder Funds”) and each Parallel Fund or Feeder Fund,
once established, also will be considered a “Client”. As used herein, the term “Fund or Funds” refers to
the Onshore Fund I, the Offshore Fund I, the Onshore Fund II, the Offshore Fund II, Fund I (Offshore)
Intermediate, Fund II (Offshore) Intermediate, all Parallel Funds (if any), all alternative investment vehicles
(if any) and all Feeder Funds (if any) established by Willow Tree in connection with the formation and/or
operation of a Fund.
In the future, Willow Tree may form additional Funds and manage additional SMAs that invest primarily
in accordance with the same strategy or other strategies.
Affiliates of Willow Tree act as general partners (each a “General Partner” and, collectively, the “General
Partners”) to the Funds. References to “Willow Tree” below shall include the General Partners, as
pertinent.
Willow Tree provides advisory services to the Funds on a discretionary basis and to the SMAs on either a
discretionary or a non-discretionary basis as agreed between Willow Tree and each SMA client and set
forth in the applicable investment management agreement or other similar agreement.
Willow Tree constructs portfolios on behalf of its Clients principally pursuant to a direct lending investment
strategy
pursuant to which it makes non-investment grade, first lien and unitranche, floating rate, senior
secured loans to, and, to a much lesser extent, junior capital investments in, private companies. Willow
Tree’s services to its Clients consist of: investigating, identifying and evaluating investment opportunities;
structuring, negotiating and making investments on behalf of its Clients; managing and monitoring the
performance of such investments; and disposing of such investments.
Tailoring to Individual Needs and Investment Restrictions
Willow Tree provides advisory services to the Funds in accordance with the relevant offering documents,
investment management agreement and/or the limited liability company agreement or limited partnership
agreement (or analogous organizational document) (collectively, the “Governing Documents”). Willow
Tree provides investment advice directly to the Funds and not individually to any Fund investor (each an
“Investor” and, collectively, the “Investors”). Willow Tree tailors its advisory services for the Fund based
on the investment objective, strategies and any restrictions on investing set forth in the applicable
confidential private placement memorandum, partnership or operating agreement and the Fund’s
investment management agreement.
Willow Tree manages the SMAs in accordance with negotiated guidelines and restrictions regarding
investments and other investment criteria as set forth in the applicable investment management agreement
or other similar agreement.
Co-Investments
Willow Tree (or the Willow Tree GP, as applicable), in its sole and absolute discretion, offers and expects
that it will continue to offer available co-investment opportunities to (1) one or more Investors, (2) one or
more third-party potential co-investors who are not Investors, including SMAs, and/or (3) third parties who
are neither Investors nor Clients. Willow Tree also expects to serve as manager of various co-investment
vehicles structured to facilitate participation by third-party co-investors in portfolio investments alongside
the Funds.
Side Letters
As described in more detail under Item 5 below, Willow Tree has entered into “side letters” or similar
agreements pursuant to which certain Investors are granted specific rights, benefits or privileges that are
not generally made available to other Investors.
Assets Under Management
As of December 31, 2023, the amount of regulatory assets under management Willow Tree managed on a
discretionary basis is $1,584,249,989. As of December 31, 2023, Willow Tree had approximately
$731,632,064 million in regulatory assets under management managed on a non-discretionary basis. In
aggregating the foregoing, as of December 31, 2023, Willow Tree had $2,315,882,054 of regulatory assets
under management on either a discretionary or non-discretionary basis.