Willow Wealth

Business, clients and compensation, as filed

Advisory activities

portfolio management for investment companies and portfolio management for pooled investment vehicles

Compensated by

a percentage of assets under management and performance-based fees

Client types

individuals (other than high net worth) (216); high net worth individuals (11); investment companies (1); pooled investment vehicles (180); pension and profit sharing plans (2); charitable organizations (1)

Also engaged as

commodity pool operator or commodity trading advisor

Related persons include

a broker-dealer and a sponsor, general partner or managing member of pooled investment vehicles

Affiliates

1 broker-dealer

Form ADV Item 11 disclosures

The firm answered yes to the following Item 11 questions. The answers cover the firm and its advisory affiliates; the Disclosure Reporting Pages on IAPD identify the subject and the outcome.

• SEC or CFTC finding of a false statement or omission (Item 11C(1))
• SEC or CFTC finding of a violation of regulations or statutes (Item 11C(2))
• SEC or CFTC order against the firm or an affiliate (Item 11C(4))
• SEC or CFTC civil money penalty or cease-and-desist (Item 11C(5))

Brochure Item 9, as stated by the firm: On September 12, 2023, the Adviser and the Website Operator settled with the SEC, consenting without admitting or denying findings that the Adviser failed to disclose information about certain marine collateral to investors in a September 2019 asset-backed securities offering financing ship deconstruction, rendering statements misleading; the Adviser has not offered securities in this marine asset class since 2019; the Adviser and Website Operator agreed to pay approximately $1.32 million to investors and waive approximately $600,000 in fees.

Form D activity of the funds this firm advises, by year

74 issuers in AltStreet's EDGAR ledger are joined to this adviser through Form ADV Schedule D, with Form D filings from July 5, 2016 to January 5, 2026. 1 offering is still raising on the latest filing. Reported sold across them: $835.1M.Years are the year of each offering's first notice; sold and investors are the latest figures on each chain. Counts and totals only; the fund roster is in the terminal.

Registered funds this firm advises, from Form N-CEN

1 fundregistered under the Investment Company Act name this firm as investment adviser on the latest Form N-CEN. Net assets and the share of holdings at Level 3 or carried at NAV ("marks") are from the newest Form N-PORT; the flow series is on each fund's page in Terminal Pro. Fee and expense ratios are as the fund reported them on N-CEN.

Fees and minimums, as stated in the firm's brochure

The Adviser is compensated primarily through management fees paid by the Willow Wealth Funds (varying by fund type), incentive/performance-based fees in certain Equity Issuer Funds, and an annual advisory fee for Managed Portfolio accounts calculated on assets under management. The Adviser and its affiliates also receive various transaction-related fees (e.g., loan origination, servicing, structuring, and access fees) and an affiliate (Willow Wealth Markets) may receive a Commitment Fee at closing of certain investments.

• ALTNOTE Funds management fee: generally 1% to 2.5% of the principal amount of the notes
• ST NOTE Fund: no management fee paid to the Adviser
• Equity Issuer Funds management fee: generally 1% to 3% of aggregate outstanding capital contributions
• Equity Issuer Funds incentive fee distribution: generally 1% to 20%, contingent on a preferred return hurdle generally 6% to 15%
• Sub-adviser incentive fee distribution: generally around 15%
• Closed-End Fund management fee: 1.00% annual rate of average net assets (excluding cash and cash-equivalents) over the two most recently completed calendar quarters, paid quarterly in arrears
• Loan extension and modification fees: typically 1% to 3% of the original or outstanding underlying loan amount
• Access Fee: generally 0.25% of aggregate capital contributions of Fund Investors
• Additional Fund Expenses: generally $100 to $150 annually or 0.25% to 0.50% of the outstanding investment amount
• Commitment Fee (Willow Wealth Markets): expected to range between 1% and 4% of each Fund Investor's commitment received
• Promote Share (affiliate of Adviser): typically up to 20% of the operator's 'promote' or 'carry'
• Willow Wealth IRA facilitation fee: generally between $299 and $399 annually

Performance fees: As set forth in the Offering Documents of certain Willow Wealth Funds, the Adviser (and sub-adviser, where relevant) or an affiliate may be entitled to incentive or performance-based compensation if specified investment portfolio performance conditions are met. For the Note Issuer Funds, the REIT Fund and the Closed-End Fund, the Adviser does not charge performance-based fees. An affiliate of the Adviser may receive a Promote Share of up to 20% of an operator's 'promote' or 'carry' in certain joint venture investments. The Adviser does not charge additional performance-based fees with respect to advisory client accounts, though advisory clients may indirectly bear such fees through Fund investments.

Minimums: Managed Portfolios are subject to an account minimum of $25,000, which may be revised from time to time by the Adviser in its sole discretion.

Ownership, affiliations and conflicts the firm discloses

Ownership: The Adviser is a wholly owned subsidiary of Willow Wealth Inc. (the 'Website Operator'), a Delaware corporation founded in August 2014; the Website Operator is the sole owner of the Adviser and is also the indirect owner of Willow Wealth Markets LLC (formerly Yieldstreet Markets LLC).

Affiliations: Willow Wealth Markets LLC (formerly Yieldstreet Markets LLC), an affiliated broker-dealer registered with the SEC and a member of FINRA/SIPC, which effects some transactions on behalf of certain Funds; Willow Wealth Inc. (the 'Website Operator'), the Adviser's parent company, which operates the WillowWealth.com platform and provides the Willow Wealth IRA service; Prytania Investment Advisors LLP, a UK-based SEC-registered sub-adviser to the Closed-End Fund specializing in structured finance; Athena Art Finance Corp., Yieldstreet Marine Finance LLC, Yieldstreet Litigation Finance LLC, Yieldstreet Real Estate Lending LLC, Yieldstreet Private Business Credit LLC, Yieldstreet Legal Finance LLC, Yieldstreet Real Estate Equity LLC, Yieldstreet Specialty Lending LLC, Yieldstreet Mortgage Finance LLC, and Quadro Partners LLC, wholly-owned subsidiaries of the Website Operator that act as Originators sourcing/referring investment opportunities; Soli Capital, LLC, a specialty finance company partly owned by Michael Weisz (a co-founder/former director/shareholder of the Website Operator), which provides ongoing services related to past sourced investment opportunities

Conflicts of interest the brochure identifies, as stated:

• Co-investment transactions between the Closed-End Fund and other accounts managed by the Adviser or its affiliates may give rise to conflicts of interest.
• Because the Adviser only recommends the Funds to advisory clients, it has an incentive to recommend Willow Wealth Funds over Third-Party Products and to recommend Funds bearing greater performance-based or asset-based compensation.
• The existence of performance-based compensation could create an incentive for the Adviser to make more speculative investments than it otherwise would.
• Where Willow Wealth Funds have varying performance-based compensation terms, the Adviser may have an incentive to allocate investments or provide preferential treatment to Funds with more favorable terms.
• Soli Capital, LLC's ownership overlap with Michael Weisz, a co-founder of the Website Operator, creates conflicts of interest given his ties to both the Website Operator and the sponsor/service provider.
• The Adviser's affiliated broker-dealer, Willow Wealth Markets, may charge fees based on the sale of securities, and registered representatives' compensation may be tied to such sales.
• Different methodologies for allocating in-house service costs to Willow Wealth Funds could result in a Fund being charged different (higher or lower) amounts than under an alternative methodology.
• Incentive arrangements for existing investors to refer new investors/users may create an incentive to refer even where the existing investor would not otherwise do so.

Relying advisers and state notice filings (IAPD)

Notice filings: 53 jurisdictions