wt-20250430

Background Information

Number of
Companies
in Fund
Complex
Overseen
By Director

Timothy Lower

Timothy Lower has served as our Chief Executive Officer, President and a
member of our Board of Directors since 2022. Mr. Lower has been the Chief
Executive Officer and Chief Investment Officer and member of the Investment
Committee of the Investment Manager since inception. Mr. Lower has been the
Chief Executive Officer and Chief Investment Officer of Willow Tree since its
founding in 2017. Before founding Willow Tree, Mr. Lower was a founding
member of the direct lending business at Ares Management, which grew from
$165 million in AUM at inception in 2004 to over $30.7 billion by 2016. He
served on the investment committee for the firm’s flagship direct lending vehicle,
Ares Capital Corporation. Prior to joining Ares in 2004, he was a member of the
investment team at the Royal Bank of Canada where he focused on making senior
and junior debt investments to private middle market companies across a wide
variety of industries. He began his career in the Investment Banking division of
Salomon Brothers/Citigroup. Mr. Lower graduated magna cum laude from
Georgetown University with a B.S. in Business Administration, Accounting and
Finance.

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450 Park Avenue, 29th Floor,

New York, NY

(212) 218-1090

April 30, 2025

Dear Stockholder:

You are cordially invited to attend Willow Tree Capital Corporation’s 2025 Annual Meeting of Stockholders (the

“Annual Meeting”) to be held virtually on June 26, 2025, at 1:00 p.m. Eastern Time, at the following website:

www.virtualshareholdermeeting.com/WTCC2025.

The Notice of Annual Meeting and proxy statement accompanying this letter provide an outline of the business to be

conducted at the meeting. I will also report on the progress of the Company during the past year and answer stockholders’

questions.

It is important that your shares be represented at the Annual Meeting. If you are unable to attend the meeting in person,

I urge you to vote your shares by completing, dating and signing the enclosed proxy card and promptly returning it in the

envelope provided or to otherwise give your proxy authorization as specified in the proxy card. If a broker or other

nominee holds your shares in “street name,” your broker has enclosed a voting instruction form, which you should use to

vote those shares. The voting instruction form indicates whether you have the option to vote those shares by mail,

telephone or by using the internet. Your vote is important regardless of the number of shares you own. We urge you to fill

out, sign, date and mail the enclosed proxy card or authorize your proxy by telephone or through the internet as soon as

possible even if you currently plan to participate in the Annual Meeting. This will not prevent you from voting virtually but

will assure that your vote is counted if you are unable to participate in the meeting.

On behalf of your Board of Directors, thank you for your continued interest and support.


	Sincerely yours,

	/s/ Timothy Lower
	Timothy Lower
	Chief Executive Officer and President

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WILLOW TREE CAPITAL CORPORATION

450 Park Avenue, 29th Floor

New York, NY

(212) 218-1090

NOTICE OF VIRTUAL ANNUAL MEETING OF STOCKHOLDERS

To Be Held On June 26, 2025

Online Meeting Only — No Physical Meeting Location

www.virtualshareholdermeeting.com/WTCC2025

To the Stockholders of Willow Tree Capital Corporation:

The 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Willow Tree Capital Corporation (the

“Company”) will be held virtually on June 26, 2025, at 1:00 p.m. Eastern Time, at the following website:

www.virtualshareholdermeeting.com/WTCC2025, for the following purposes:

1.To elect one director to serve for a term of three years, and until his respective successor has been duly elected and

qualified;

2.To transact such other business as may properly come before the meeting, or any adjournments or postponements

thereof.

You or your proxyholder can participate, vote, and examine our stockholder list at the virtual annual meeting by

visiting www.virtualshareholdermeeting.com/WTCC2025 and using the 16-digit control number included on your proxy

card or voting instruction form. You have the right to receive notice of and to vote at the meeting if you were a stockholder

of record at the close of business on April 11, 2025. Whether or not you expect to participate in the virtual meeting, please

vote by signing the enclosed proxy card and returning it promptly in the self-addressed envelope provided. If a broker or

other nominee holds your shares in “street name,” your broker has enclosed a voting instruction form, which you should

use to vote those shares. The voting instruction form indicates whether you have the option to vote those shares by mail,

telephone or by using the internet. In the event there are not sufficient votes for a quorum or to approve or ratify any of the

foregoing proposals at the time of the Annual Meeting, the Annual Meeting may be adjourned in order to permit further

solicitation of the proxies by the Company.


	By order of the Board of Directors,

	/s/ Justin Lee

	Justin Lee
	Chief Compliance Officer and Secretary

New York, NY

April 30, 2025

This is an important meeting. To ensure proper representation at the meeting, please indicate your vote as to

the matters to be acted on at the meeting by following the instructions provided in the enclosed proxy card or voting

instruction form. Even if you vote your shares prior to the meeting, you still may participate in the meeting and vote

your shares virtually.

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WILLOW TREE CAPITAL CORPORATION

450 Park Avenue, 29th Floor

New York, NY

(212) 218-1090

PROXY STATEMENT

2025 Virtual Annual Meeting of Stockholders

Online Meeting Only — No Physical Meeting Location

www.virtualshareholdermeeting.com/WTCC2025

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors of Willow

Tree Capital Corporation (the “Company,” “we,” “us” or “our”) for use at our 2025 Annual Meeting of Stockholders to be

conducted virtually via live webcast on June 26, 2025 at 1:00 p.m. Eastern Time, and at any adjournments thereof (the

“Annual Meeting”). The Notice of Annual Meeting, this proxy statement, the accompanying proxy card and our Annual

Report for the fiscal year ended December 31, 2024 are first being sent to stockholders on or about April 30, 2025.

We encourage you to vote your shares, either by voting virtually at the Annual Meeting or by granting a proxy (i.e.,

authorizing someone to vote your shares). If you vote by mail, internet or telephone as described in the instructions on the

proxy card or voting instruction form, and we receive your vote in time for the meeting, the persons named as proxies will

vote the shares registered directly in your name in the manner that you specified. If you give no instructions on the proxy

card, the shares covered by the proxy card will be voted FOR the election of the nominee as a director.

Your vote is important. Whether or not you plan to participate in the Annual Meeting, please promptly vote

your shares as described in the instructions on the proxy card or voting instruction form.

Important notice regarding the availability of proxy materials for the annual stockholder meeting to be held on

June 26, 2025:

The Notice of Annual Meeting, proxy statement, proxy card and our Annual Report for the fiscal year ended

December 31, 2024 are available at the following internet address: www.proxyvote.com

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INFORMATION ABOUT VOTING

Who is entitled to vote at the Annual Meeting?

Only stockholders of record at the close of business on the record date, April 11, 2025, are entitled to receive notice of

the Annual Meeting and to vote the shares for which they are stockholders of record on that date at the Annual Meeting, or

any postponement or adjournment of the Annual Meeting. As of the close of business on April 11, 2025, we had

18,030,278 shares of common stock outstanding.

How do I vote?

With respect to Proposal No. 1, you may either vote “FOR” the nominee to the Board of Directors, or you may vote

“WITHHOLD” for the nominee. The procedures for voting are fairly simple:

Stockholders of Record: Shares Registered in Your Name. If on April 11, 2025, your shares were registered directly

in your name with the Company’s transfer agent, State Street Bank and Trust Company, then you are a stockholder of

record. If you are a stockholder of record, you may vote virtually at the Annual Meeting or vote by giving us your proxy.

You may give us your proxy by completing the enclosed proxy card and returning it in the enclosed postage-prepaid

envelope. Whether or not you plan to participate in the Annual Meeting, we urge you to fill out and return the

enclosed proxy card or to otherwise give your proxy authorization as specified on the proxy card, to ensure your

vote is counted. You may still participate in the Annual Meeting and vote virtually if you have already voted by proxy or

have otherwise given your proxy authorization.

VIRTUALLY: To vote virtually, participate the Annual Meeting, and submit your vote via the website.

BY PHONE: To vote using the telephone, please use any touch-tone telephone to transmit your voting instructions at

the telephone number listed in the proxy card.

BY MAIL: To vote using the enclosed proxy card, simply complete, sign and date the enclosed proxy card and return

it promptly in the postage paid envelope provided. If you return your signed proxy card to us before the Annual Meeting,

we will vote your shares as you direct.

Beneficial Owners: Shares Registered in the Name of a Broker or Bank. If on April 11, 2025, your shares were

held in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of

shares held in “street name,” and these proxy materials are being forwarded to you by that organization. If you are a

beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a proxy

card and voting instructions with these proxy materials from that organization rather than from the Company. Simply

complete and mail the proxy card to ensure that your vote is counted. Alternatively, you may be able to vote by telephone

or over the internet as instructed by your broker or bank. To vote virtually at the Annual Meeting, you must obtain a valid

proxy from your broker, bank or other agent. Follow the instructions from your broker or bank included with these proxy

materials, or contact your broker or bank to request a proxy card.

How many votes do I have?

On each matter to be voted upon, you have one vote for each share of common stock for which you are the stockholder

of record as of April 11, 2025.

What does it mean if I receive more than one proxy card?

If you receive more than one proxy card, your shares are registered in more than one name or are registered in different

accounts. Please provide a response for each proxy card you receive to ensure that all of your shares are voted.

What if I return a proxy card but do not make specific choices?

If you return a signed and dated proxy card without marking any voting selections, your shares will be voted: “FOR”

the election of the director nominee named herein to serve on the Board of Directors.

If any other matter is properly presented at the meeting, your proxy (one of the individuals named on your proxy card)

will vote your shares as recommended by the Board of Directors or, if no recommendation is given, will vote your shares

using his or her discretion.

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Can I change my vote after submitting my proxy card?

Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are the stockholder of

record of your shares, you may revoke your proxy in any one of three ways:

You may change your vote using the same method that you first used to vote your shares;

You may send a written notice that you are revoking your proxy to Willow Tree Capital Corporation, 450 Park

Avenue, 29th floor, New York, New York, 10022, Attention: Justin Lee, Secretary; or

You may participate in the Annual Meeting and vote virtually. Simply participating in the Annual Meeting, however,

will not, by itself, revoke your proxy.

If your shares are held by your broker or bank as a nominee or agent, you should follow the instructions provided by

your broker or bank.

How are votes counted?

Votes will be counted by the inspector of election appointed for the Annual Meeting, who will separately count “FOR”

and “WITHHOLD” votes for the proposal to elect the director nominee named herein to serve on the Board of Directors. A

broker non-vote occurs when a nominee, such as a brokerage firm, bank, dealer or other similar organization, holding

shares for a beneficial owner, does not vote on a particular proposal because the nominee does not have discretionary

voting power with respect to that proposal and has not received instructions with respect to that proposal from the

beneficial owner. In the event that a broker, bank, custodian, nominee or other record holder of our common stock indicates

on a proxy that it does not have discretionary authority to vote certain shares on a particular proposal, then those shares will

be treated as broker non-votes with respect to that proposal. Accordingly, if you own shares through a nominee, such as a

brokerage firm, bank, dealer or other similar organization, please be sure to instruct your nominee how to vote to ensure

that your vote is counted on each of the proposals.

If your shares are held by your broker as your nominee (that is, in “street name”), you will need to obtain a proxy form

from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your

broker to vote your shares. Proposal No. 1 (election of a director) is a non-routine proposal. Since the proposal to be

voted on at the Annual Meeting is a non-routine matter, the broker or nominee that holds your shares will need to

obtain your authorization to vote those shares and will enclose a voting instruction form with this proxy statement.

The broker or nominee will vote your shares as you direct on their voting instruction form so it is important that

you include voting instructions.

Abstentions will be treated as shares present for the purpose of determining the presence of a quorum for the

transaction of business at the Annual Meeting.

How many votes are needed to approve Proposal No. 1 (election of a director)?

Directors are elected by a plurality of the votes cast at the meeting. Because the director nominee is running

unopposed, the director nominee is expected to be elected as a director, and votes not cast or voted “WITHHOLD” will

have no effect on the election outcome.

How many shares must be present to constitute a quorum for the Annual Meeting?

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if a majority of the

outstanding shares entitled to vote are represented by stockholders present at the Annual Meeting or by proxy. On April 11,

2025, the record date, there were 18,030,278 shares outstanding and entitled to vote. Thus, 9,015,140 shares must be

represented by stockholders present at the Annual Meeting or by proxy to have a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf

by your broker, bank or other nominee) or if you vote virtually at the Annual Meeting. Abstentions will be counted towards

the quorum requirement.

If a quorum is not present at the Annual Meeting, or if a quorum is present but there are not enough votes to approve

one or more of the proposals, the person named as chairman of the Annual Meeting may adjourn the meeting to permit

further solicitation of proxies. A stockholder vote may be taken on one or more of the proposals in this proxy statement

prior to any such adjournment if there are sufficient votes for approval on such proposal(s).

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ADDITIONAL INFORMATION

How and when may I submit a stockholder proposal for the Company’s 2026 Annual Meeting?

We will consider for inclusion in our proxy materials for the 2026 Annual Meeting of Stockholders, stockholder

proposals that are received at our executive offices, in writing, no earlier than December 1, 2025 and no later than

5:00 p.m. (Eastern Time) on December 31, 2025, and that comply with our bylaws and all applicable requirements of

Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Proposals must be

sent to Willow Tree Capital Corporation, 450 Park Avenue, 29th floor, New York, New York, 10022, Attention: Justin Lee,

Secretary.

Pursuant to our bylaws, stockholders wishing to nominate persons for election as directors or to introduce an item of

business at an annual meeting that are not to be included in our proxy materials must have given timely notice thereof in

writing to our Corporate Secretary. To be timely for the 2026 Annual Meeting of Stockholders, you must notify our

Corporate Secretary, in writing, no earlier than December 1, 2025 and no later than 5:00 p.m. (Eastern Time) on

December 31, 2025. We also advise you to review our bylaws, which contain additional requirements about advance notice

of stockholder proposals and director nominations, including the different notice submission date requirements in the event

that the date of the notice for the 2026 Annual Meeting of Stockholders is more than 30 days before or after the first

anniversary of the date of the notice for the 2025 Annual Meeting. In accordance with our bylaws, the chairman of the

2026 Annual Meeting of Stockholders may determine, if the facts warrant, that a matter has not been properly brought

before the meeting and, therefore, may not be considered at the meeting.

Pursuant to the Company’s bylaws, among other things, a stockholder’s notice shall set forth as to each individual

whom the stockholder proposes to nominate for election or reelection as a director:

•the name, age, business address and residence address of such individual;

•the class, series and number of any shares of stock of the Company that are beneficially owned by such individual;

•the date such shares were acquired and the investment intent of such acquisition;

•whether such stockholder believes any such individual is, or is not, an “interested person” of the Company, as

defined in the Investment Company Act of 1940 (the “1940 Act”) and information regarding such individual that is

sufficient, in the discretion of the Board of Directors or any committee thereof or any authorized officer of the

Company, to make either such determination; and

•all other information relating to such individual that is required to be disclosed in solicitations of proxies for election

of directors in an election contest (even if an election contest is not involved), or is otherwise required, in each case

pursuant to Regulation 14A under the Exchange Act (including such individual’s written consent to being named in

the proxy statement as a nominee and to serving as a director if elected).

All nominees properly submitted to the Company (or which the nominating and corporate governance committee

otherwise elects to consider) will be evaluated and considered by the members of the nominating and corporate governance

committee using the same criteria as nominees identified by the nominating and corporate governance committee itself.

How can I obtain the Company’s Annual Report on Form 10-K?

A copy of our 2024 Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Annual Report”)

is being delivered along with this proxy statement. Our 2024 Annual Report is not incorporated into this proxy statement

and shall not be considered proxy solicitation material.

We will also mail to you without charge, upon written request, a copy of any specifically requested exhibit to our

Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Requests should be sent to: Willow Tree

Capital Corporation, 450 Park Avenue, 29th floor, New York, New York, 10022, Attention: Justin Lee, Secretary. A copy

of our Annual Report has also been filed with the Securities and Exchange Commission, or the SEC, and may be accessed

from the SEC’s website (www.sec.gov).

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Who is paying for this proxy solicitation?

The Company will pay for the entire cost of soliciting proxies. In addition to these written proxy materials, directors,

officers and employees of Willow Tree Capital Corp Advisors LLC (“WT Advisors”), the Company’s investment adviser,

may also solicit proxies in person, by telephone or by other means of communication; however, our directors, officers and

employees of WT Advisors will not be paid any additional compensation for soliciting proxies. In addition to the

solicitation of proxies by the use of the mail, proxies may be solicited in person and/or by telephone or facsimile

transmission by our proxy solicitor, directors, officers or employees of WT Advisors. WT Advisors is located at 450 Park

Avenue, 29th floor, New York, New York, 10022.

The Company may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials

to beneficial owners.

How many copies should I receive if I share an address with another stockholder?

The SEC has adopted rules that permit companies and intermediaries, such as brokers, to satisfy the delivery

requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by

delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as

“householding,” potentially provides extra convenience for stockholders and cost savings for companies.

Brokers may be householding our proxy materials by delivering a single proxy statement and Annual Report to

multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders.

Once you have received notice from your broker that they will be householding materials to your address, householding

will continue until you are notified otherwise or until you revoke your consent. If at any time you no longer wish to

participate in householding and would prefer to receive a separate proxy statement and Annual Report, or if you are

receiving multiple copies of the proxy statement and Annual Report and wish to receive only one, please notify your broker

if your shares are held in a brokerage account or us if you are a stockholder of record. You can notify us by sending a

written request to: Willow Tree Capital Corporation, 450 Park Avenue, 29th floor, New York, New York, 10022, Attention:

Justin Lee, Secretary. In addition, the Company will promptly deliver, upon written or oral request to the address or

telephone number above, a separate copy of the Annual Report and proxy statement to a stockholder at a shared address to

which a single copy of the documents was delivered.

Whom should I contact if I have any questions?

If you have any questions about voting your shares or about the Annual Meeting, these proxy materials or your

ownership of our common stock, please contact Willow Tree Capital Corporation, 450 Park Avenue, 29th floor, New York,

New York, 10022, Attention: Justin Lee, Secretary, Telephone: 212-218-1090 .

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PROPOSAL 1

ELECTION OF THE DIRECTOR NOMINEE

The Board of Directors presently has five members. Our Board of Directors is divided into three classes. Each class

has a three-year term. The Class 1 director holds office for a term expiring at this Annual Meeting, the Class 2 directors

hold office for a term expiring at the Annual Meeting of Stockholders to be held in 2026, and Class 3 directors hold office

for a term expiring at the Annual Meeting to be held in 2027. Each director holds office for the term to which he or she is

elected and until his or her successor is duly elected and qualified. Vacancies on the Board of Directors may be filled by

persons elected by a majority of the remaining directors and nominated by the nominating and corporate governance

committee. A director elected by the Board of Directors to fill a vacancy in a class, including any vacancies created by an

increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s

successor is duly elected and qualified. Timothy Lower is a Class 1 director; James Roche and Boris Onefater are Class 2

directors; and Jane Seibels and Todd Centurino are Class 3 directors.

The Board of Directors has nominated one director (upon the recommendation of the nominating and corporate

governance committee), Timothy Lower as a Class 1 director. If elected at the Annual Meeting, Timothy Lower would

serve until the 2028 Annual Meeting of Stockholders and until his successor is elected and qualified, or, if sooner, until his

death, resignation or removal. Mr. Lower is not being nominated as a director for election pursuant to any agreement or

understanding between him and the Company. Mr. Lower has indicated his willingness to continue to serve if elected and

has consented to be named as a nominee. Mr. Lower is an “interested director” of the Company as defined under the 1940

Act. It is our policy to encourage directors and nominees for director to attend the Annual Meeting.

Directors are elected by a plurality of the votes cast at the meeting. Any shares not voted, whether by withheld

authority, abstention or otherwise, will have no effect on the outcome of the election of the directors. There are no

cumulative voting rights with respect to the election of the directors.

The Board of Directors recommends a vote “FOR” the election of the nominee: Timothy Lower. A stockholder can

vote for or withhold his or her vote from the nominee. In the absence of instructions to the contrary, it is the intention

of the persons named as proxies to vote such proxy for the election of the nominee named below. If an individual

nominee should decline or be unable to serve as a director, it is intended that the proxy will be voted for the election

of such person who is nominated as a replacement. The Board of Directors has no reason to believe that the director

nominee, Timothy Lower, will be unable or unwilling to serve.

Mr. Lower, who is also an officer of the Company, may serve as a director of, or on the boards of managers of certain

of our portfolio companies. The business address of each nominee is 450 Park Avenue, 29th floor, New York, New York,

10022.

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The following is a brief biography of the Class 1 director nominee.

Class 1 Director

Interested Director

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The Board of Directors recommends a vote “for” the Class 1 director nominee named above.

The following is a brief biography of each of the Class 2 and Class 3 directors.

Class 2 Directors

Interested Director


Name	Age	Background Information	Number of Companies in Fund Complex Overseen By Director


James Roche	62	James Roche has served as the Chief Credit Officer and member of the Investment Committee of the Investment Manager since inception. Mr. Roche has been the Chief Credit Officer of Willow Tree since 2017. Mr. Roche has thirty years of experience in leveraged finance and has analyzed, originated and structured numerous transactions and served on several investment committees. Mr. Roche’s background also includes leading restructuring efforts at a number of large institutions. Prior to joining Willow Tree in February 2017, he was a Managing Director at GSO, Blackstone’s credit arm. While at Blackstone/GSO, he led the private origination and execution effort for the firm’s sub-advised business development company (“BDC”) platform, FS Investment Corp. and related funds, through its formative period. During his tenure, this platform grew to become the world’s largest manager of BDCs with $17.2 billion in AUM as of December 31, 2016. He previously held other senior roles at Blackstone/GSO, including as a Portfolio Manager for GSO’s CLO business. Before joining Blackstone/GSO, he was a member of the investment team at the Royal Bank of Canada from 2001 until 2005. Prior to his tenure at the Royal Bank of Canada, Mr. Roche held positions at Fitch Ratings, Inc., Nations Credit, and MetLife Capital. He graduated from the University of Connecticut with a B.A. in Economics.	1
Independent Director
Boris Onefater	57	Boris Onefater is a seasoned executive with over 35 years of investment management experience. Mr. Onefater has served as a Principle and Co-Founder of Stable Rock Solutions since 2022, an outsourcing firm dedicated to small and mid-sized businesses. He was the founder and Chief Executive Officer of Constellation Advisers LLC from 2008 to 2022, an investment advisory services business. Since he founded Constellation in 2008, Mr. Onefater has focused his efforts on working with alternative and traditional investment management clients, and assisting investors with their accounting, compliance, middle office, governance, due diligence and operational infrastructure needs. Previously Mr. Onefater served as Chief Executive Officer, Chief Financial Officer and Chief Operating Officer at Dreman Value Management, a $20 billion asset management firm, and as Partner and National Hedge Company Director at Deloitte & Touche LLP, where he built and managed the firm’s investment management consulting practice. He currently serves on the board of Redwood Enhanced Income Corporation and has served on the board of Pine Grove Alternative Institutional Fund from 2013 to 2020. Mr. Onefater received his B.S. degree in Accounting and Finance at New York University and is a Certified Public Accountant in the State of New York.	1

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Class 3 Directors

Independent Directors


Name	Age	Background Information	Number of Companies in Fund Complex Overseen By Director


Jane Siebels	64	Jane Siebels has over 37 years of experience in investment management including positions with portfolio managers and founding her own investment company. She is the founder of Homer Technology, a patented technology that tracks secures, authenticates and retrieves valuables. She is also the founder of Siebels Asset Management Research, an open out-sourced platform for investment research developed over 15 years. She was the founder of Green Cay Asset Management that managed assets invested in global equities commodities and corporate bonds. She has served on boards of Blackstone Senior Floating Rate 2027 Term Fund, Blackstone Long-Short Credit Income Fund, Blackstone Strategic Credit 2027 Term Fund, and Blackstone Floating Rate Enhanced Income Fund since 2021. Ms. Siebels holds a bachelor’s degree from the University of Iowa, a masters from Thunderbird School of Global Management and a doctorate from University of St.Gallen.	1

Todd Centurino	50	Todd Centurino has over 20 years of experience managing portfolios for institutions, non-profits, high-net worth individuals and family offices. Since 2019, Mr. Centurino has been a Senior Director of Investments and Head of Private Markets for the Memorial Hermann Health System, a Houston based hospital system with over $5 billion in assets. In the role, he is involved in all investment office matters and focuses on managing and overseeing the buildout of the systems private market allocation. From May 2017 to August 2019, Mr. Centurino served as Chief Investment Officer to New Capital Management, a registered investment advisor, where he had the responsibility for investment research, portfolio management, investment reporting, and trading. Previously, Mr. Centurino spent four years at Salient Partners, L.P., a wealth advisory and asset manager, where he was an acting Chief Information Officer for a $10 billion public pension plan. He holds a bachelor’s degree from Clemson University and an MBA from Rice University.	1

Qualifications of Directors

When considering whether our directors have the experience, qualifications, attributes and skills, taken as a whole, to

enable our Board of Directors to satisfy its oversight responsibilities effectively in light of our operational and

organizational structure, the nominating and corporate governance committee and the Board of Directors focused primarily

on the information discussed in each of the director’s individual biographies set forth above and on the following particular

attributes:

Interested Directors

•Mr. Lower: The nominating and corporate governance committee and the Board of Directors considered his

substantial experience implementing Willow Tree’s investment strategy his extensive experience in investment

management and expertise in private credit investments, which provides our Board of Directors with valuable

experience, insight and perspective.

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•Mr. Roche: The nominating and corporate governance committee and the Board of Directors considered his

extensive experience in investment management, and expertise in private credit and restructuring provide, which

provides our Board of Directors with valuable experience, insight and perspective.

Independent Directors

•Mr. Onefater: The nominating and corporate governance committee and the Board of Directors considered his

substantial experience as an executive in investment management and investment advisory and experience in

accounting and finance, which provides our Board of Directors with industry knowledge and practical insight.

•Ms. Siebels: The nominating and corporate governance committee and the Board of Directors considered her

extensive experience in investment management and experience serving on multiple board of directors including

those of other funds who invest in credit, which provides our Board of Directors with valuable industry knowledge

and analytical perspective.

•Mr. Centurino: The nominating and corporate governance committee and the Board of Directors considered his

extensive experience in portfolio management, including in private markets, which provide our Board of Directors

with industry knowledge and practical insight.

Executive Officers Who Are Not Also Directors


Name	Age	Background Information
Mark Klingensmith	40	Mark Klingensmith has served as Chief Financial Officer and Treasurer since 2022. Mr. Klingensmith has served as the Chief Financial Officer at Willow Tree since 2020. Prior to joining Willow Tree, Mr. Klingensmith was a Senior Manager at Constellation Advisers LLC in their National Accounting and CFO Practice Group from May 2019 to December 2019. Prior to Constellation, for approximately eleven years, Mr. Klingensmith held various positions in the Financial Services Audit Practice at EisnerAmper LLP, including Senior Manager. Mr. Klingensmith holds a BS from the University at Buffalo in Business Administration, is a CFA Charterholder and a licensed Certified Public Accountant in the state of New York.
Justin Lee	40	Justin Lee has served as Chief Compliance Officer and Secretary since 2023. Mr. Lee joined Willow Tree in 2023 and serves as the General Counsel and Chief Compliance Officer at Willow Tree. Prior to joining Willow Tree, Mr. Lee was a Director in the Legal & Compliance Department at BlackRock from July 2017 to July 2023, where he advised on legal and regulatory matters in connection with debt investments across BlackRock’s credit platform. Prior to BlackRock, Mr. Lee was an Associate General Counsel at Illumin Capital Management from May 2016 to June 2017. Prior to Illumin Capital Management, Mr. Lee was an associate in the Banking & Finance group at Weil, Gotshal & Manges LLP where he represented private equity sponsors, corporate borrowers and underwriters in various credit transactions. Mr. Lee is a member of the New York State Bar and earned a B.A. in both Economics and International Studies from The Johns Hopkins University and a J.D. from The George Washington Law School where he was a member of The George Washington Law Review.

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CORPORATE GOVERNANCE

Director Independence

Pursuant to Section 56 of the 1940 Act, a majority of a BDC’s board of directors must be comprised of persons who

are not “interested persons” of the Company, as defined in Section 2(a)(19) of the 1940 Act. Section 2(a)(19) of the 1940

Act defines an “interested person” to include, among other things, any person who has, or within the last two years had, a

material business or professional relationship with the Company.

The Board of Directors has determined that Messrs. Onefater and Centurino as well as Ms. Siebels are independent.

Both Mr. Lower and Roche are “interested persons” due to their positions with the Company and WT Advisors, as

discussed in their biography. Based upon independently verified information obtained from each director concerning their

background, employment and affiliations, the Board of Directors has affirmatively determined that none of the independent

directors has a material business or professional relationship with the Company, other than in his capacity as a member of

the Board of Directors or any committee thereof.

Organization of the Board of Directors

The Board of Directors has established an audit committee and a nominating and corporate governance committee.

During 2024, the Board of Directors held five meetings, the audit committee held two meetings, and the nominating and

corporate governance committee did not hold any meetings. Each of our directors attended 100% of the meetings of the

Board of Directors and of the respective committees on which he or she served that was held during 2024, to the extent

such director was a director of the Company or a committee member at the time of the meeting. The Company encourages,

but does not require, the directors to attend the Company’s annual meeting of its stockholders.

Board Leadership Structure

The Board of Directors monitors and performs an oversight role with respect to the business and affairs of the

Company. Among other things, the Board of Directors approves the appointment of our investment adviser, administrator

and officers, reviews and monitors the services and activities performed by our investment adviser, administrator and

officers and approves the engagement, and reviews the performance of, the Company’s independent registered public

accounting firm.

Under the bylaws, the Board of Directors may designate a chairman to preside over the meetings of the Board of

Directors and meetings of the stockholders and to perform such other duties as may be assigned to him by the Board of

Directors. The Company does not have a fixed policy as to whether the chairman of the Board of Directors should be an

independent director and believes that its flexibility to select its chairman and reorganize its leadership structure from time

to time is in the best interests of the Company and its stockholders.

Presently, Mr. Lower serves as the chairman of the Board of Directors. Mr. Lower is an interested director because he

is the Chief Executive Officer and President of the Company. He also serves on WT Advisors’ investment committee and

is the chief investment officer of WT Advisors. The Company believes that Mr. Lower’s history with the Company,

familiarity with Willow Tree’s investment platform and extensive experience investing in and managing private equity and

debt investments qualifies him to serve as chairman of the Board of Directors. Moreover, our Board of Directors believes

that it is in the best interests of our stockholders for Mr. Lower to lead our Board of Directors because of his broad

experience with the Willow Tree platform, day-to-day management and operation of other investment funds and his

significant background in the financial services industry, as described above.

Our Board of Directors does not have a lead independent director. However, Mr. Onefater, the chairman of the audit

committee, is an independent director and acts as a liaison between the independent directors and management between

meetings of our Board of Directors. Our Board of Directors believes that its leadership structure is appropriate in light of

the Company’s characteristics and circumstances because the structure allocates areas of responsibility among the

individual directors and the committees in a manner that encourages effective oversight. The Board of Directors also

believes that its size creates a highly efficient governance structure that provides ample opportunity for direct

communication and interaction between WT Advisors and our Board of Directors.

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Board Role in Risk Oversight

The Board of Directors performs its risk oversight function primarily through (a) its two standing committees, which

report to the entire Board of Directors and are comprised solely of independent directors and (b) monitoring by the

Company’s Chief Compliance Officer in accordance with its compliance policies and procedures.

As described below in more detail under “Audit Committee” and “Nominating and Corporate Governance

Committee,” the audit committee and the nominating and corporate governance committee assist the Board of Directors in

fulfilling its risk oversight responsibilities. The audit committee’s risk oversight responsibilities include overseeing the

Company’s accounting and financial reporting processes, the Company’s systems of internal controls regarding finance and

accounting and audits of the Company’s financial statements and discussing with management the Company’s major

financial risk exposures and the steps management has taken to monitor and control such exposures, including the

Company’s risk assessment and risk management policies. The nominating and corporate governance committee’s risk

oversight responsibilities include selecting, researching and nominating directors for election by the Company’s

stockholders, developing and recommending to the Board of Directors a set of corporate governance principles and

overseeing the evaluation of the Board of Directors and its committees. Both the audit committee and the nominating and

corporate governance committee consist solely of independent directors.

The Board of Directors also performs its risk oversight responsibilities with the assistance of the Chief Compliance

Officer. The Company’s Chief Compliance Officer prepares a written report annually discussing the adequacy and

effectiveness of the compliance policies and procedures of the Company and certain of its service providers. The Chief

Compliance Officer’s report, which is reviewed by the Board of Directors, addresses at a minimum: (a) the operation of the

compliance policies and procedures of the Company and certain of its service providers since the last report; (b) any

material changes to such policies and procedures since the last report; (c) any recommendations for material changes to

such policies and procedures as a result of the Chief Compliance Officer’s annual review; and (d) any compliance matter

that has occurred since the date of the last report about which the Board would reasonably need to know to oversee the

Company’s compliance activities and risks. In addition, the Chief Compliance Officer meets separately in executive

session with the independent directors periodically, but in no event less than once each year.

The Company believes that the role of the Board of Directors in risk oversight is effective and appropriate given the

extensive regulation to which it is subject as a BDC. Specifically, as a BDC, the Company must comply with certain

regulatory requirements that control the levels of risk in its business and operations. For example, the Company’s ability to

incur indebtedness is limited such that its asset coverage must equal at least 150% immediately after each time it incurs

indebtedness and the Company generally has to invest at least 70% of its total assets in “qualifying assets.” In addition, the

Company intends to elect to be treated, as a regulated investment company, or RIC, under Subchapter M of the Internal

Revenue Code. As a RIC, the Company must, among other things, meet certain income source and asset diversification

requirements.

The Company believes that the existing role of the Board of Directors in risk oversight is appropriate. However, the

Company re-examines the manners in which the Board of Directors administers its oversight function on an ongoing basis

to ensure that it continues to meet the Company’s needs.

Audit Committee

The Audit Committee is composed of Boris Onefater (chair), Jane Seibels and Todd Centurino, each of whom is not

considered an “interested person” of the Company as that term is defined in Section 2(a)(19) of the 1940 Act. Our Board of

Directors has determined that our Audit Committee chair is an “audit committee financial expert” as that term is defined

under Item 407 of Regulation S-K, as promulgated under the 1934 Act. Our Audit Committee members meet the current

independence and experience requirements of Rule 10A-3 of the 1934 Act.

In accordance with its written charter adopted by the Board of Directors, the Audit Committee (a) assists the Board of

Director’s oversight of the integrity of our financial statements, the independent registered public accounting firm’s

qualifications and independence, our compliance with legal and regulatory requirements and the performance of our

independent registered public accounting firm; (b) prepares an Audit Committee report, if required by the SEC, to be

included in our annual proxy statement; (c) oversees the scope of the annual audit of our financial statements, the quality

and objectivity of our financial statements, accounting and financial reporting policies and internal controls; (d) determines

the selection, appointment, retention and termination of our independent registered public accounting firm, as well as

approving the compensation thereof; (e) pre-approves all audit and non-audit services provided to us and certain other

persons by such independent registered public accounting firm; and (f) acts as a liaison between our independent registered

public accounting firm and the Board of Directors.

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Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee (the “Nominating Committee”) is composed of Todd

Centurino (chair), Boris Onefater and Jane Seibels, each of whom is not considered an “interested person” of the Company

as that term is defined in Section 2(a)(19) of the 1940 Act.

In accordance with its written charter adopted by the Board of Directors, the Nominating Committee recommends to

the Board of Directors persons to be nominated by the Board of Directors for election at the Company’s meetings of our

stockholders, special or annual, if any, or to fill any vacancy on the Board of Directors that may arise between stockholder

meetings. The Nominating Committee also makes recommendations with regard to the tenure of the directors and is

responsible for overseeing an annual evaluation of the Board of Directors and its committee structure to determine whether

the structure is operating effectively. The Nominating Committee considers for nomination to the Board of Directors

candidates submitted by our stockholders or from other sources it deems appropriate.

Communications Between Stockholders and the Board of Directors

Stockholders with questions about Willow Tree Capital Corporation are encouraged to contact Willow Tree Capital

Corporation, 450 Park Avenue, 29th floor, New York, New York, 10022, Attention: Justin Lee, Secretary. However, if

stockholders feel their questions have not been addressed, they may communicate with our Board of Directors by sending

their communications to: Willow Tree Capital Corporation, 450 Park Avenue, 29th floor, New York, New York, 10022, c/o

Justin Lee, Secretary, at the address listed above. All stockholder communications received by the Company through one

of the means described will be delivered to one or more members of the Board of Directors.

Hedging Transactions

The Joint Code of Ethics adopted by the Company and WT Advisors requires that directors, officers, general partners

and certain other designated persons of the Company and WT Advisors receive clearance from the Company’s Chief

Compliance Officer prior to buying or selling options on or futures or other derivatives related to, the Company’s common

stock, or from selling short shares of the Company’s common stock.

Code of Ethics

The Company has adopted a code of ethics, or our Code of Business Conduct, pursuant to the Securities Exchange Act

of 1934 and the regulations promulgated thereunder, that all officers, directors and employees of the Company and WT

Advisors are expected to observe. The Board of Directors annually reviews our Code of Business Conduct. The Company

intends to disclose any amendments to or waivers of required provisions of the Code of Business Conduct on a current

report on Form 8-K. We will provide any person, without charge, upon request, a copy of our Code of Business Conduct.

To receive a copy, please provide a written request to: Willow Tree Capital Corporation, 450 Park Avenue, 29th floor, New

York, New York, 10022, Attention: Justin Lee, Chief Compliance Officer.

Insider Trading Policy

We adopted Insider Trading Policy, governing the purchase, sale and other dispositions of our securities by our

directors, officers and employees, that is designed to promote compliance with insider trading laws, rules, and regulations.

COMPENSATION DISCUSSION AND ANALYSIS

We do not currently have any employees and do not expect to have any employees. Services necessary for our

business are provided by individuals who are employees of WT Advisors, the Company’s administrator, Willow Tree

Credit Partners LP (“WT Partners”) or its affiliates, pursuant to the terms of the investment advisory agreement between

the Company and WT Advisors (the “Investment Advisory Agreement”) and the administration agreement between the

Company and WT Partners (the “Administration Agreement”), as applicable. Our day-to-day investment and

administrative operations are managed by WT Advisors and WT Partners. Most of the services necessary for the

origination and administration of our investment portfolio will be provided by investment professionals employed by WT

Advisors, WT Partners or its affiliates. Our day-to-day investment operations are managed by WT Advisors. Services

necessary for our business are provided by individuals who are employees of an affiliate of WT Advisors, pursuant to the

terms of our Investment Advisory Agreement. Each of our executive officers is an employee of an affiliate of WT

Advisors. We reimburse WT Partners for its allocable portion of expenses incurred by it in performing its obligations under

the Administration Agreement, including its allocable portion of the cost of our officers, including our chief financial

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officer and chief compliance officer, and their respective staffs, and we reimburse WT Advisors for certain expenses under

the Investment Advisory Agreement.

2024 DIRECTOR COMPENSATION TABLE

The following table shows information regarding the compensation received by our directors, none of whom is an

employee of the Company, for the fiscal year ended December 31, 2024. No compensation is paid by us to interested

directors.


Name	Fees Earned or Paid in Cash by the Company(1)	Total Compensation from the Company
Independent Directors
Boris Onefater	$28,750	$28,750
Jane Seibels	$25,000	$25,000
Todd Centurino	$26,875	$26,875
Interested Directors
James Roche	None	None
Timothy Lower	None	None

____________________

(1)For a discussion of compensation paid to directors, see below.

In 2024, each independent director and each interested director who is not an employee of WT Advisors or any of its

affiliates, received an annual retainer of $100,000 for serving on the Board of Directors. “Interested Directors” that are

employees of WT Advisors or its affiliates did not receive additional compensation for service as a member of our Board of

Directors. The chairmen of the audit committee and the nominating and corporate governance committee receive an annual

fee of $15,000 and $7,500, respectively. We also reimbursed each of the above directors for all reasonable and authorized

business expenses in accordance with our policies as in effect from time-to-time.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

We have entered into an investment advisory agreement with WT Advisors. WT Advisors is an indirect majority

owned subsidiary of WT Partners. Certain of our current officers are directors or officers of WT Advisors. WT Advisors

and its direct or indirect members, partners, officers, directors, employees, agents and affiliates may be subject to certain

potential conflicts of interest in connection with our activities and investments. For example, the terms of WT Advisors’

management and incentive fees may create an incentive for WT Advisors to approve and cause us to make more

speculative investments than we would otherwise make in the absence of such fee structure. In addition, certain WT

Advisors personnel serve, or may serve, as officers, directors, members, or principals of entities that operate in the same or

a related line of business as we do, or of investment funds, accounts, or investment vehicles managed by WT Advisors.

Similarly, WT Advisors may have other clients with similar, different or competing investment objectives. In serving in

these multiple capacities, they may have obligations to other clients or investors in those entities, the fulfillment of which

may not be in the best interests of the Company or our stockholders.

WT Advisors and its affiliates have procedures and policies in place designed to manage the potential conflicts of

interest between its fiduciary obligations to us and its similar fiduciary obligations to other clients. An investment

opportunity that is suitable for multiple clients of WT Advisors and its affiliates may not be capable of being shared among

some or all of such clients and affiliates due to the limited scale of the opportunity or other factors, including regulatory

restrictions imposed by the 1940 Act. There can be no assurance that WT Advisors’ or its affiliates’ efforts to allocate any

particular investment opportunity fairly among all clients for whom such opportunity is appropriate will result in an

allocation of all or part of such opportunity to us. Not all conflicts of interest can be expected to be resolved in our favor.

The principals of WT Advisors may manage investment vehicles with similar or overlapping investment strategies. In

order to address these issues, WT Advisors has put in place an investment allocation policy that addresses the co-

investment restrictions set forth under the 1940 Act and seeks to ensure the equitable allocation of investment opportunities

when we are able to co-invest with other accounts managed by WT Advisors and affiliated entities. In the absence of using

the exemptive relief from the SEC that permits greater flexibility relating to co-investments, WT Advisors will apply the

investment allocation policy. When we engage in such permitted co-investments, we will do so in a manner consistent with

WT Advisors’ allocation policy. In situations where co-investment with other entities managed by WT Advisors or its

affiliates is not permitted or appropriate, such as when there is an opportunity to invest in different securities of the same

issuer, WT Advisors will need to decide whether we or such other entity or entities will proceed with the investment. WT

Advisors will make these determinations based on its policies and procedures, which generally require that such

opportunities be offered to eligible accounts in a manner that will be fair and equitable over time.

We expect to co-invest on a concurrent basis with other affiliates of WT Advisors and WT Partners, unless doing so is

impermissible with existing regulatory guidance, applicable regulations, the terms of any exemptive relief granted to us and

our allocation procedures. On December 17, 2024, we received exemptive relief from the SEC to co-invest, subject to the

satisfaction of certain conditions, in certain private placement transactions, with other funds managed by the WT Advisors,

WT Partners or their affiliates. Under the terms of the requested relief, we may co-invest with other funds managed by WT

Advisors, WT Partners or their affiliates, a “required majority” (as defined in Section 57(o) of the 1940 Act) of the

independent director must make certain conclusions in connection with a co-investment transaction, including that (1) the

terms of the proposed transaction, including the consideration to be paid, are reasonable and fair to us and our shareholders

and do not involve overreaching of us or our shareholders the part of any person concerned and (2) the transaction is

consistent with the interests of our shareholders and is consistent with our investment objectives and strategies.

Under the terms of the investment advisory agreement with WT Advisors we pay WT Advisors a management fee and

an incentive fee. The management fee is payable quarterly in arrears and will be payable at an annual rate of 1.25% of the

Company’s net assets at the end of the most recently completed calendar quarter. The management fee for any partial

quarter is prorated during the relevant calendar quarter. The incentive fee consists of two parts: an investment-income

component and a capital gains component. These components are largely independent of each other, with the result that one

component may be payable even if the other is not.

Under the investment-income component, the Company pays WT Advisors an incentive fee with respect to pre

incentive fee net investment income. The investment-income component is calculated and payable quarterly in arrears

based on the pre-incentive fee net investment income for the immediately preceding fiscal quarter. Payments based on pre-

incentive fee net investment income are based on the pre-incentive fee net investment income earned for the quarter.

For this purpose, “pre-incentive fee net investment income” means interest income, dividend income and any other

income (including any other fees, such as commitment, origination, structuring, diligence, managerial and consulting fees

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or other fees received from portfolio companies) accrued during the fiscal quarter, minus operating expenses for the quarter

(including the management fee, expenses payable under any administration agreement and dividends paid on any issued

and outstanding preferred stock, but excluding the incentive fee). Pre-incentive fee net investment income includes, in the

case of investments with a deferred interest feature (such as original issue discount, debt instruments with payment-in-kind

interest and zero coupon securities), accrued income that the Company has not yet received in cash; provided, however,

that the portion of the investment-income incentive fee attributable to deferred interest features will be paid, only if and to

the extent received in cash, and any accrual thereof will be reversed if and to the extent such interest is reversed in

connection with any write off or similar treatment of the investment giving rise to any deferred interest accrual, applied in

each case in the order such interest was accrued. Such subsequent payments in respect of previously accrued income will

not reduce the amounts payable for any quarter pursuant to the calculation of the investment-income component described

above. Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or

unrealized capital appreciation or depreciation.

Pre-incentive fee net investment income, expressed as a rate of return on the value of net assets (defined as total assets

less liabilities) at the end of the immediately preceding fiscal quarter, will be compared to a “hurdle rate” of 1.50% per

quarter (6.00% annualized). The Company will pay WT Advisors an investment-income incentive fee with respect to pre-

incentive fee net investment income in each calendar quarter as follows:

(1)No investment-income incentive fee in any calendar quarter in which pre-incentive fee net investment income

does not exceed the hurdle rate of 1.50%;

(2)100% of pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net

investment income, if any, that exceeds the hurdle rate but is less than or equal to 1.714% in any calendar quarter

(6.857% annualized) (the portion of pre-incentive fee net investment income that exceeds the hurdle but is less than or

equal to 1.714% is referred to as the “catch-up”; the “catch-up” is meant to provide WT Advisors with 12.50% of pre-

incentive fee net investment income as if a hurdle did not apply if pre-incentive fee net investment income exceeds

1.714% in any calendar quarter); and

(3)12.50% of the amount of pre-incentive fee net investment income, if any, that exceeds 1.714% in any calendar

quarter (6.857% annualized) payable to WT Advisors (once the hurdle is reached and the catch-up is achieved, 12.50%

of all pre-incentive fee net investment income thereafter is allocated to WT Advisors).

Under the capital gains component, the Company will pay WT Advisors at the end of each calendar year 12.50% of

aggregate cumulative realized capital gains from the date of the Company’s election to be regulated as BDC through the

end of that year, computed net of aggregate cumulative realized capital losses and aggregate cumulative unrealized

depreciation through the end of such year, less the aggregate amount of any previously paid capital gains incentive fees.

The Company will accrue, but will not pay, a capital gains incentive fee with respect to unrealized appreciation. The capital

gains component of the incentive fee will not be subject to any minimum return to shareholders.

Additionally, we rely on investment professionals from WT Advisors to assist our Board of Directors with the

valuation of our portfolio investments. WT Advisors’ management fee is based on the value of our investments and there

may be a conflict of interest when personnel of WT Advisors are involved in the valuation process for our portfolio

investments.

We have entered also into the administration agreement, pursuant to which WT Partners furnishes us with office

facilities, equipment and clerical, bookkeeping, recordkeeping and other administrative services at such facilities. Under

our administration agreement, WT Partners performs, or oversees the performance of, our required administrative services,

which include, among other things, being responsible for the financial records that we are required to maintain and

preparing reports to our stockholders and reports filed with the SEC.

We have entered into a license agreement with WT Partners under which WT Partners has agreed to grant us a non-

exclusive, royalty-free license to use the name “Willow Tree” for specified purposes in our business. Under this agreement,

we have a right to use the “Willow Tree” name, subject to certain conditions, for so long as WT Advisors or one of its

affiliates remains our investment adviser. Other than with respect to this limited license, we have no legal right to the

“Willow Tree” name.

Pursuant to its charter, our audit committee is responsible for reviewing with both management and the Company’s

independent accountants, as appropriate, all related party transactions or dealings with parties related to the Company.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information with respect to the beneficial ownership of our common stock as of

April 11, 2025, the record date, by those persons who directly or indirectly own, control or hold with the power to vote,

five percent or more of our outstanding common stock and all executive officers and directors, individually and as a group.

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with

respect to the securities. There is no common stock subject to options or warrants that are currently exercisable or

exercisable within 60 days of April 11, 2025. Percentage of beneficial ownership is based on 18,030,278 shares of common

stock outstanding as of April 11, 2025. Unless otherwise stated, the business address of each person below is 450 Park

Avenue, 29th floor, New York, New York, 10022. Except as otherwise described in the notes below, the following

beneficial owners have sole voting power and sole investment power with respect to all shares of common stock set forth

opposite their respective names.


Name of Beneficial Owner	Number of Shares Beneficially Owned(1)	Percentage of Class	Dollar Range of Equity Securities Beneficially Owned by Our Directors and Director Nominee (2)
Interested Directors:
James Roche	34	*	$1- $10,000
Timothy Lower	34		$1- $10,000
Independent Directors:
Boris Onefater	—	n/a	None
Jane Seibels	—	n/a	None
Todd Centurino	—	n/a	None
Executive Officers who are not Directors:
Justin Lee	—	n/a	None
Mark Klingensmith	—	n/a	None
All Directors and Executive Officers as a Group (5 Persons)	68	*

____________________

*Less than 1%

(1)Beneficial ownership has been determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as

amended (the “Exchange Act”).

(2)Beneficial ownership has been determined in accordance with Rule 16a-1(a)(2) of the Exchange Act. Dollar ranges

were determined using the number of shares that are beneficially owned as of April 11, 2025, multiplied by the

Company’s net asset value per share as of December 31, 2024, which was $15.76. The dollar ranges of equity

securities beneficially owned are: none; $1 – $10,000; $10,001 – $50,000; $50,001 – $100,000; and over $100,000.

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AUDIT COMMITTEE REPORT1

The following is the report of the Audit Committee with respect to the Company’s audited financial statements for the

fiscal year ended December 31, 2024.

The Audit Committee has reviewed and discussed the Company’s audited financial statements with management and

PricewaterhouseCoopers LLP (“PWC”), the Company’s independent registered public accounting firm for the fiscal year

ended December 31, 2024. The Audit Committee included in its review results of PWC’s audit of the Company’s financial

statements.

The Audit Committee also has discussed with PWC matters relating to PWC’s judgments about the quality, as well as

the acceptability, of the Company’s accounting principles as applied in its financial reporting as required by Auditing

Standards No. 1301, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight

Board. In addition, the Audit Committee has discussed with PWC its independence from management and the Company, as

well as the matters in the written disclosures received from PWC and required by Public Company Accounting Oversight

Board Rule 3526 (Communication with Audit Committee Concerning Independence). The Audit Committee received a

letter from PWC confirming its independence and discussed it with them. The Audit Committee discussed and reviewed

with PWC the Company’s critical accounting policies and practices, other material written communications to

management, and the scope of PWC’s audits and all fees paid to PWC during the fiscal year. The Audit Committee adopted

guidelines requiring review and pre-approval by the Audit Committee of audit and non-audit services performed by PWC

for the Company. The Audit Committee has reviewed and considered the compatibility of PWC’s performance of non-

audit services with the maintenance of PWC’s independence as the Company’s independent registered public accounting

firm for the fiscal year ended December 31, 2024.

Based on the Audit Committee’s review and discussions referred to above, the Audit Committee recommended to the

Board of Directors (and the Board of Directors has approved) that the Company’s audited financial statements be included

in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 for filing with the SEC. In

addition, the Audit Committee has nominated PWC for the full Board’s consideration to serve as the Company’s

independent registered public accounting firm for the fiscal year ending December 31, 2025.

April 30, 2025

The Audit Committee

Boris Onefater, Chair

Jane Seibels

Todd Centurino

____________________


1	The material in this report is not “soliciting material,” is not deemed “filed” with the SEC, and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have paid or expect to pay the following fees to PricewaterhouseCoopers LLP for work performed in 2024 or

attributable to the audit of our 2024 financial statements:


	Fiscal Year Ended December 31, 2024
Audit Fees	$200,000.00
Audit Related Fees	25,000.00
Tax Fees	105,053.00
All Other Fees	150,000.00
TOTAL FEES	$480,053.00

Audit Fees. Audit fees include fees for services that normally would be provided by the accountant in connection

with statutory and regulatory filings or engagements and that generally only the independent accountant can provide, in

addition to fees for the audit of our annual financial statements and the review of our quarterly financial statements in

accordance with generally accepted auditing standards.

Audit Related Fees. Audit related fees are assurance related services that traditionally are performed by the

independent accountant, such as attest services that are not required by statute or regulation. This category contains fees for

comfort letters, statutory audits, consents, and assistance with and review of documents filed with the SEC.

Tax Fees. Tax fees include corporate and subsidiary compliance and consulting.

All Other Fees. Fees for other services would include fees for products and services other than the services reported

above, including any non-audit fees.

Pre-Approval Policies and Procedures

The Audit Committee has established, and our Board of Directors approved, a pre-approval policy that described the

permitted audit, audit-related, tax and other services to be provided by PricewaterhouseCoopers LLP, the Company’s

independent registered accounting firm for the fiscal year ended 2024. The policy required that the Audit Committee pre-

approve the audit and non-audit services performed by the independent registered accounting firm in order to assure that

the provision of such services did not impair the firm’s independence.

Any requests for audit, audit-related, tax and other services that have not received general pre-approval must be

submitted to the Audit Committee for specific pre-approval, irrespective of the amount, and cannot commence until such

approval has been granted. Normally, pre-approval is provided at regularly scheduled meetings of the Audit Committee.

However, the Audit Committee may delegate pre-approval authority to one or more of its members. The member or

members to whom such authority is delegated shall report any pre-approval decisions to the Audit Committee at its next

scheduled meeting. The Audit Committee does not delegate its responsibilities to pre-approve services performed by the

independent registered accounting firm to management.


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