General Information
Warbler Advisory, Inc. d.b.a. Heron Finance (“Heron”), a Delaware corporation organized in 2023,
is an SEC-registered investment adviser that maintains its principal office at 2601 Mission Street, Suite
800, San Francisco, CA. Heron is a wholly-owned subsidiary of Warbler Labs, Incorporated (“Warbler
Labs”), which is also the parent company of Warbler Lending LLC. Heron began operations on
February 6, 2024.
This Wrap Fee Brochure is meant to help you understand the nature of the advisory services offered
by Heron, whether the advisory services offered by Heron are right for you, and the potential conflicts of
interest associated with your participation in the Heron Wrap Fee Program. You should review it carefully.
Heron offers investment advisory services to clients and manages assets through the Heron Wrap Fee
Program. A wrap fee program has a fee structure that provides clients with advisory and management
services for a bundled fee with no additional account activity charges for execution of redemptions. As
such, Heron charges clients (defined below) a single bundled fee that covers the investment advisory
services it provides, as well as all other services associated with holding and redeeming assets.
Heron Finance provides its internet-based advisory services via its interactive online platform
(“Heron Platform”). The Heron Platform is an online platform that provides automated, algorithmic
investment management services exclusively to U.S. accredited investors (“Clients”). Clients have the
ability to subscribe for tokenized assets (the “Heron Tokens”) offered and issued by Warbler Lending LLC,
a Delaware series limited liability company (“Warbler Lending”) and various series thereof. The Heron
Tokens represent participation interests in private credit deals, including (i) loans and other financial assets
originated by Warbler Lending, which are sourced and underwritten by credit professionals employed by
Warbler Labs (“Warbler Loans”), and (ii) loans and other financial assets in which Warbler Lending
acquires a participation interest, which are originated and syndicated by Warbler affiliates or by third parties
(“Syndicate Loans” and, together with the Warbler Loans, the “Underlying Loans”). The Underlying Loans
may be collateralized by assets or secured by a guaranty from the parent entity of the underlying borrower;
however, Clients do not have the ability to exercise rights or remedies in respect of an Underlying Loan,
which will be exercised by Warbler Lending with respect to a Warbler Loan and the lender of record of the
Syndicate Loan with respect to a Syndicate Loan. Prior to purchasing any private credit assets, each
Investor should read the Token Subscription Agreement, the RIA Agreement, and the Private Placement
Memorandum in their entirety, including the section herein titled “Risk Factors,” and should consult with
their legal, financial, and tax advisors.
When Clients of Heron Finance deposits funds into the Heron Finance smart contract, Clients will
receive two (2) types of Heron Tokens. Heron Tokens are ERC-721 tokens issued through the Goldfinch
protocol on the Base blockchain, which is an Ethereum Layer 2 blockchain. The first type of token is a
portfolio token (the “Portfolio Token”), representing the Client’s entire portfolio of Underlying Loans (the
“Portfolio”). Each Client will receive one (1) Portfolio Token, which has no monetary value. The second
type of token is a participation token (the “Participation Token”), representing the Client’s participation
interest in an Underlying Loan (each, a “Participation”). Each Participation Token is expected to have a
monetary value equivalent to the book value of the Participation corresponding to the related Underlying
Loan. For each Participation, a Client is entitled to receive their pro rata share, determined by the Client’s
purchase price divided by the total outstanding principal balance of the Underlying Loan (the “Pro Rata
Share”), of the principal and interest payments received by Warbler Lending, or the issuing series thereof,
as applicable, in respect of the Underlying Loan. The Portfolio Token will sit in the Client’s Heron Finance
wallet is non-transferable,
meaning it cannot be transferred to another wallet. The Portfolio Token allows
a Client to claim some or all of their Participation Tokens. Proceeds received in respect of Participation
Tokens held by a Client are automatically reinvested on behalf of the Client unless and until the Client
requests a distribution or elects to not enable automatic reinvestment. Clients share in the risk of loss to the
extent of their pro rata share if a loan defaults or an underlying borrower fails to perform,
Clients should note that the Heron Finance is not designed to provide Clients with a comprehensive
financial plan and instead is built to advise clients on how to achieve discrete financial goals. Heron Finance
currently limits its investment advice and management services to private credit; however, Heron Finance
may use other securities such a short-term government bonds to help diversify a portfolio and minimize
cash drag.
Fees and Compensation
As compensation for the services rendered from Heron Finance, Clients are charged an annualized
asset-based fee equal to two percent (2.00%) of the total value of their portfolio (the “Management Fee”).
The value of a Client portfolio is determined by the sum of (i) the amount of USDC held in the account,
plus (ii) the par value of the Heron Tokens held by the Client. In calculating the Management Fee, Heron
Finance the average daily balance of the Client’s portfolio to determine the fees due at the end of each
month. Heron Finance automatically deduct fees on a monthly basis from USDC interest payments the
Client receives in respect of the Heron Tokens held by the Client.
The Management Fee is due and payable monthly in arrears. The Management Fee payable for a
given month is charged and generally cleared no later than the tenth (10th) calendar day of the following
month. The initial Management Fee payment will become due during the month after proceeds are credited
to a Client account. The Management Fee to be charged for a given month is calculated by multiplying the
two percent (2.00%) by the average daily value of the Assets in the Account. The Management Fee will be
prorated if the initial Subscription proceeds are credited to the account on a date other than the first business
day of the month. The Management Fee for the month in which the Account is closed, or any other month
in which all Assets are otherwise withdrawn from the Account, shall be calculated by multiplying two
percent (2.00%) by the average daily value of the Assets in the Account, and shall be prorated based on the
date on which the final Assets are withdrawn from the Account.
As part of the Client onboarding process, Clients must authorize Heron Finance to instruct its
Qualified Custodian to debit their account for the Management Fee each month. Heron Finance notifies
the Qualified Custodian of the Management Fee due and payable for the applicable month, the Qualified
Custodian permits the Management Fee due and payable to be deducted directly out of a Client’s account.
It will remain the Client’s responsibility to understand and verify the amount deducted. If the assets in the
account are less than sufficient to allow the Custodian to deduct the account for the full amount of the
Management Fee due and payable for a given month, Heron Finance may separately invoice Clients for any
remaining amounts or collect the Management Fee in a subsequent month when there is a sufficient amount
of USDC. Any invoice provided by Heron Finance to a Client shall be due and payable upon the Client’s
receipt. Clients authorizes Heron Finance to take any other actions not prohibited by the RIA Agreement
to the extent necessary to pay the Management Fee.
Heron Finance reserves the right, in its sole discretion, to negotiate, reduce or waive the
Management Fee for certain Client accounts for any period of time determined solely by Heron Finance. In
addition, Heron Finance may reduce or waive its fees for the accounts of some Clients without notice to, or
fee adjustment for, other Clients.
Additional Fees
Clients should note that although Heron Finance does not charge any additional fees for the services
it provides, Clients are responsible for any bank fees or Ethereum gas fees to fund their account.