Correspondence 0001193125-23-146487 from Goldman Sachs Private Credit Corp. (CIK 0001920145)
Goldman Sachs Private Credit Corp. (CIK 0001920145)
Date: May 17, 2023 · CIK: 0001920145 · Accession: 0001193125-23-146487
AI Filing Summary & Sentiment
File numbers found in text: 000-56531
Referenced dates: April 24, 2023
Letter
VIA EDGAR Division of Investment Management Washington DC Re: Goldman Sachs Private Credit Corp. (f/k/a Goldman Sachs Private Credit Fund LLC) Registration Statement on Form 10 File No. 000-56531
Dear Mr. Bellacicco:
On behalf of Goldman Sachs Private Credit Corp. (f/k/a Goldman Sachs Private Credit Fund LLC) (the “Fund”), set forth below are the Fund’s responses to the comments raised by the letter dated April 24, 2023, of the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “SEC”) with respect to the above-referenced Registration Statement on Form 10, filed on March 23, 2023 (the “Registration Statement”). To facilitate your review, we have reproduced the Staff’s comments below with the responses to a particular comment set out immediately below the comment.
Following the transmission of this letter, the Fund will file Amendment No. 1 to the Registration Statement (“Amendment No. 1”) via EDGAR. Capitalized terms used but not defined in this letter are intended to have the meanings ascribed to such terms in Amendment No. 1.
Page 8 – The Fund – Goldman Sachs Private Credit Corp.
1. Comment: The third paragraph on this page suggests that the Fund may form or acquire a wholly owned subsidiary through which it may invest. If the Fund also may form or acquire a subsidiary that it will primarily control, please state so. If not, please disclose that the Fund does not intend to create or acquire primary control of any entity which primarily engages in investment activities in securities or other assets, other than entities wholly owned by the Fund. Note that for these purposes, a subsidiary is “primarily controlled” by the Fund if (a) the Fund controls the entity within the meaning of Section 2(a)(9) of the Investment Company Act of 1940, as amended (the “Investment Company Act”); and (b) the Fund’s control of the entity is greater than that of any other person.
May 16, 2023
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Response: The Fund respectfully advises the Staff that it does not currently intend to create or acquire primary control of any entity that primarily engages in investment activities in securities or other assets, other than entities wholly owned by the Fund. Accordingly, as requested by the Staff, the Fund has included disclosure to such effect in Amendment No. 1. Please see the changed pages attached hereto as Annex A.
2. Comment: With respect to each subsidiary that is wholly owned or, if applicable, primarily controlled by the Fund and that primarily engages in investment activities in securities or other assets, please address the following comments in an appropriate location in the prospectus:
a. Disclose that any investment adviser to the subsidiary will comply with the provisions of the Investment Company Act relating to investment advisory contracts (Section 15) as if it were an investment adviser to the Fund under Section 2(a)(20) of the Investment Company Act. Any investment advisory agreement between the subsidiary and its investment adviser is a material contract that should be included as an exhibit to the registration statement. If the same person is the adviser to both the Fund and the subsidiary, then, for purposes of complying with Section 15(c), the reviews of the Fund’s and the subsidiary’s investment advisory agreements may be combined.
Response: The Fund respectfully advises the Staff that the wholly owned subsidiaries of the Fund through which the Fund may engage in investment activities are not expected to be parties to advisory or management contracts with either third-party or affiliated investment advisers, including the Investment Adviser. Rather, the Investment Adviser will manage the investments held by such wholly owned subsidiaries of the Fund on a look through basis pursuant to the Investment Management Agreement. As stated in the Fund’s response to Comment No. 1 above, the Fund does not currently intend to create or acquire primary control of any entity that primarily engages in investment activities in securities or other assets, other than entities wholly owned by the Fund. While the Fund itself may agree to serve as collateral manager for a wholly owned subsidiary formed for an on-balance sheet financing arrangement, as is common among other business development companies, the Fund does not believe that any such collateral management agreement would fall within the scope of Section 15 of the Investment Company Act, as no such wholly owned subsidiary would itself be either a registered investment company or business development company under the Investment
May 16, 2023
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Company Act. The Fund further confirms to the Staff that it would generally expect to file any credit agreement pertaining to such financing arrangements as an exhibit to its periodic reports required under the Securities Exchange Act of 1934. Accordingly, the Fund respectfully declines to include the requested disclosure. The Fund also respectfully refers the Staff to its below response to Comment No. 2.b regarding wholly owned subsidiaries being subject to the Fund’s compliance policies and procedures, including compliance with the applicable provisions of the Investment Company Act, and the Fund consolidating any such wholly owned subsidiaries for purposes of compliance with the Investment Company Act.1
b. Disclose that each subsidiary will comply with provisions relating to affiliated transactions and custody (Section 57). If the Fund forms such subsidiaries, please identify the custodian, if any.
Response: The Fund respectfully advises the Staff that any wholly owned subsidiaries of the Fund would be subject to the Fund’s compliance policies and procedures, including compliance with Section 57 of the Investment Company Act, and the Fund would expect to consolidate any such wholly owned subsidiaries for purposes of compliance with the Investment Company Act. The Fund respectfully refers the Staff to the below italicized disclosure contained in the Registration Statement and Amendment No. 1. and respectfully submits that this disclosure is responsive to the Staff’s comment.
•
“The Board of Directors has oversight responsibility for our investment activities, including our investment in any subsidiary, and our role as sole stockholder of any subsidiary. To the extent applicable to the investment activities of a subsidiary, the subsidiary would follow the same compliance policies and procedures that we follow. We would “look through” any such subsidiary to determine compliance with our investment policies, and would generally expect to consolidate any such wholly owned subsidiary for purposes of our financial statements and compliance with the Investment Company Act.”
In addition, the Fund respectfully advises the Staff that while none of its wholly owned subsidiaries would be a registered investment company or business development company under the Investment Company Act, the Fund would nonetheless subject any assets held by such wholly owned subsidiaries to compliance with the Fund’s own custody requirements as a business development company under the Investment Company Act. In response to the Staff’s comment, the Fund has revised Amendment No. 1 to identify the custodian of such wholly owned subsidiaries of the Fund. Please see the changed pages attached hereto as Annex A.
See NGP Capital Resources Co., SEC No-Action Letter (Dec. 28, 2007).
May 16, 2023
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c. Disclose any of the subsidiary’s principal investment strategies or principal risks that constitute principal investment strategies or risks of the Fund. The principal investment strategies and principal risk disclosures of a fund that invests in a subsidiary should reflect aggregate operations of the fund and the subsidiary.
Response: The Fund confirms to the Staff that the description of the Fund’s principal investment strategies and investment risks contained in the Registration Statement and Amendment No. 1 includes any of the wholly owned subsidiary’s principal investment strategies or principal risks that constitute principal investment strategies or risks of the Fund.
d. Please explain in correspondence whether the financial statements of any subsidiary that is primarily controlled by the Fund will be consolidated with the financial statements of the Fund. If not, please explain why not.
Response: The Fund respectfully refers the Staff to its response to Comment No. 1 above, in which the Fund advises the Staff that it does not currently intend to create or acquire primary control of any entity that primarily engages in investment activities in securities or other assets, other than entities wholly owned by the Fund. The Fund also respectfully refers the Staff to its below response to Comment No. 3.
e. Please confirm in correspondence that the subsidiary and its board of directors will agree to inspection by the staff of the subsidiary’s books and records, which will be maintained in accordance with Section 31 of the Investment Company Act and the rules thereunder.
Response: The Fund confirms to the Staff that the Staff would have access to such books and records during an exam of the Fund, which are intended to be maintained in accordance with Section 31 of the Investment Company Act.
f. Please confirm that the wholly owned subsidiary’s management fee (including any performance fee), if any, will be included in “Management Fees,” and the wholly owned subsidiary’s expenses will be included in “Other Expenses” in the Fund’s fee table. See comment 9 below.
May 16, 2023
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Response: The Fund respectfully refers the Staff to its response to Comment No. 2.a above, which states that the Fund does not expect any wholly owned subsidiary of the Fund to be a party to an advisory or management contract with either a third party or an affiliated investment adviser, including the Investment Adviser, and that the investments held by any such wholly owned subsidiary are expected to be managed on a look through basis by the Investment Adviser pursuant to the Investment Management Agreement. As a result, and because the Fund expects to consolidate such wholly owned subsidiaries with the Fund, the Investment Adviser will receive management fees in respect of any investments held thereby pursuant to the Investment Management Agreement. The Fund further confirms that any expenses associated with such wholly owned subsidiaries will be reflected in the “Other Expenses” line item in any fee table that the Fund may in the future be required to disclose pursuant to the form requirements of Form N-2, with the exception of interest payments, which will instead be included in the appropriate line item reflecting the cost of leverage.
3. Comment: The third paragraph on this page states that the Fund “would ‘look through’ any such subsidiary to determine compliance with our investment policies and would generally expect to consolidate any such wholly[-]owned subsidiary for purposes of our financial statements and compliance with the Investment Company Act” (emphasis added). Please supplementally explain when and why the Fund would not consolidate any wholly-owned subsidiary for purposes of financial statements and compliance with the Investment Company Act.
Response: The Fund confirms to the Staff that it currently expects to consolidate its wholly owned subsidiaries for purposes of financial statements and compliance with the Investment Company Act. Whether a subsidiary’s financial statements will be consolidated with those of the Fund will depend on the nature of the exclusion that the subsidiary is relying on from registration as an investment company under the Investment Company Act. Both GAAP and Regulation S-X prohibit investment companies from consolidating non-investment company subsidiaries. Under GAAP and Regulation S-X, the Fund, as a business development company, would not consolidate any operating entity on its financial statements unless that operating entity (i) provides substantial services to the Fund and (ii) is controlled by the Fund.2 In all other cases, GAAP would require that the Fund treat its investment in a non-investment company subsidiary
See Accounting Standards Update 2013-08, Financial Services – Investment Companies (Topic 946): Amendments to the Scope, Measurement, and Disclosure Requirements, Paragraphs 946-810-45-2 and 946-810-45-3; Paragraph 7.05 of the American Institute of Certified Public Accountants and Accounting Guide – Investment Companies; Rule 6-03 of Regulation S-X.
May 16, 2023
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as an operating entity and carry such investment at fair value. A subsidiary that is treated as an operating entity, i.e., does not meet the definition of investment company, would not be consolidated into the financial statements of the Fund. The Fund intends to follow GAAP, ASC 946, and Regulation S-X to determine whether to consolidate the financial statements of a subsidiary with those of the Fund, and whether any subsidiary-level indebtedness would count towards the limitations imposed by Section 18 of the Investment Company Act.
Page 10 – Private Credit Investment Committee
4. Comment: This section discusses the Investment Adviser’s Private Credit Investment Committee and its High Yield and Bank Loan team. Please consider including a separate heading for the discussion regarding the High Yield and Bank Loan team to distinguish it from the Private Credit Investment Committee.
Response: The Fund has revised its disclosure in Amendment No. 1 in response to the Staff’s comment. Please see the changed pages attached hereto as Annex A.
Page 11 – Investment Criteria
5. Comment: The final paragraph on this page refers to “ESG (as defined below).” However, it is unclear where this term is defined or where the specific ESG criteria the Fund considers is discussed. The staff notes that the registration statement includes a discussion of the risks related to corporate social responsibility on page 67, but such discussion does not appear to explain the ESG criteria the Fund will consider.
Response: The Fund respectfully notes to the Staff that the term “ESG” was defined on page 67 of the Registration Statement. The Fund has moved the definition of this term to the referenced paragraph in response to the Staff’s comment. Please see the changed pages attached hereto as Annex A.
The Fund also advises the Staff that, as disclosed in the Registration Statement and Amendment No. 1, the Fund currently is not required to consider any specific ESG criteria with respect to its investments and does not consider itself to be an ESG fund. The referenced risk factor focuses generally on ESG related risks, including events or conditions that could have a material impact on the operations and performance of the Fund and its portfolio companies, from a market and regulatory perspective and not the Fund’s investment strategy, which is not ESG focused.
May 16, 2023
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Page 13 – Warehouse Investments
6. Comment: The first sentence of this section notes that the Fund has entered into multiple purchase agreements “with Macquarie Bank Limited (the ‘Financing Provider’) and an affiliate of the Investment Adviser, whereby we have agreed, subject to certain conditions, to purchase certain assets from unaffiliated parties ….” Please supplementally clarify the structure of such transactions, as it is unclear why the Fund will purchase Warehouse Investments “from unaffiliated parties” rather than from the Financing Provider. Spec
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CORRESP 1 filename1.htm Goldman Sachs Private Credit Corp. One International Place, 40th Floor 100 Oliver Street Boston, MA 02110 +1 617 728 7100 Main +1 617 275 8374 Fax www.dechert.com THOMAS FRIEDMANN thomas.friedmann@dechert.com +1 617 728 7120 Direct +1 617 275 8389 Fax May 16, 2023 VIA EDGAR Christopher R. Bellacicco U.S. Securities and Exchange Commission Division of Investment Management 100 F Street N.E. Washington DC 20549 Re: Goldman Sachs Private Credit Corp. (f/k/a Goldman Sachs Private Credit Fund LLC) Registration Statement on Form 10 File No. 000-56531 Dear Mr. Bellacicco: On behalf of Goldman Sachs Private Credit Corp. (f/k/a Goldman Sachs Private Credit Fund LLC) (the “Fund”), set forth below are the Fund’s responses to the comments raised by the letter dated April 24, 2023, of the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “SEC”) with respect to the above-referenced Registration Statement on Form 10, filed on March 23, 2023 (the “Registration Statement”). To facilitate your review, we have reproduced the Staff’s comments below with the responses to a particular comment set out immediately below the comment. Following the transmission of this letter, the Fund will file Amendment No. 1 to the Registration Statement (“Amendment No. 1”) via EDGAR. Capitalized terms used but not defined in this letter are intended to have the meanings ascribed to such terms in Amendment No. 1. Page 8 – The Fund – Goldman Sachs Private Credit Corp. 1. Comment: The third paragraph on this page suggests that the Fund may form or acquire a wholly owned subsidiary through which it may invest. If the Fund also may form or acquire a subsidiary that it will primarily control, please state so. If not, please disclose that the Fund does not intend to create or acquire primary control of any entity which primarily engages in investment activities in securities or other assets, other than entities wholly owned by the Fund. Note that for these purposes, a subsidiary is “primarily controlled” by the Fund if (a) the Fund controls the entity within the meaning of Section 2(a)(9) of the Investment Company Act of 1940, as amended (the “Investment Company Act”); and (b) the Fund’s control of the entity is greater than that of any other person. May 16, 2023 Page 2 Response: The Fund respectfully advises the Staff that it does not currently intend to create or acquire primary control of any entity that primarily engages in investment activities in securities or other assets, other than entities wholly owned by the Fund. Accordingly, as requested by the Staff, the Fund has included disclosure to such effect in Amendment No. 1. Please see the changed pages attached hereto as Annex A. 2. Comment: With respect to each subsidiary that is wholly owned or, if applicable, primarily controlled by the Fund and that primarily engages in investment activities in securities or other assets, please address the following comments in an appropriate location in the prospectus: a. Disclose that any investment adviser to the subsidiary will comply with the provisions of the Investment Company Act relating to investment advisory contracts (Section 15) as if it were an investment adviser to the Fund under Section 2(a)(20) of the Investment Company Act. Any investment advisory agreement between the subsidiary and its investment adviser is a material contract that should be included as an exhibit to the registration statement. If the same person is the adviser to both the Fund and the subsidiary, then, for purposes of complying with Section 15(c), the reviews of the Fund’s and the subsidiary’s investment advisory agreements may be combined. Response: The Fund respectfully advises the Staff that the wholly owned subsidiaries of the Fund through which the Fund may engage in investment activities are not expected to be parties to advisory or management contracts with either third-party or affiliated investment advisers, including the Investment Adviser. Rather, the Investment Adviser will manage the investments held by such wholly owned subsidiaries of the Fund on a look through basis pursuant to the Investment Management Agreement. As stated in the Fund’s response to Comment No. 1 above, the Fund does not currently intend to create or acquire primary control of any entity that primarily engages in investment activities in securities or other assets, other than entities wholly owned by the Fund. While the Fund itself may agree to serve as collateral manager for a wholly owned subsidiary formed for an on-balance sheet financing arrangement, as is common among other business development companies, the Fund does not believe that any such collateral management agreement would fall within the scope of Section 15 of the Investment Company Act, as no such wholly owned subsidiary would itself be either a registered investment company or business development company under the Investment May 16, 2023 Page 3 Company Act. The Fund further confirms to the Staff that it would generally expect to file any credit agreement pertaining to such financing arrangements as an exhibit to its periodic reports required under the Securities Exchange Act of 1934. Accordingly, the Fund respectfully declines to include the requested disclosure. The Fund also respectfully refers the Staff to its below response to Comment No. 2.b regarding wholly owned subsidiaries being subject to the Fund’s compliance policies and procedures, including compliance with the applicable provisions of the Investment Company Act, and the Fund consolidating any such wholly owned subsidiaries for purposes of compliance with the Investment Company Act.1 b. Disclose that each subsidiary will comply with provisions relating to affiliated transactions and custody (Section 57). If the Fund forms such subsidiaries, please identify the custodian, if any. Response: The Fund respectfully advises the Staff that any wholly owned subsidiaries of the Fund would be subject to the Fund’s compliance policies and procedures, including compliance with Section 57 of the Investment Company Act, and the Fund would expect to consolidate any such wholly owned subsidiaries for purposes of compliance with the Investment Company Act. The Fund respectfully refers the Staff to the below italicized disclosure contained in the Registration Statement and Amendment No. 1. and respectfully submits that this disclosure is responsive to the Staff’s comment. • “The Board of Directors has oversight responsibility for our investment activities, including our investment in any subsidiary, and our role as sole stockholder of any subsidiary. To the extent applicable to the investment activities of a subsidiary, the subsidiary would follow the same compliance policies and procedures that we follow. We would “look through” any such subsidiary to determine compliance with our investment policies, and would generally expect to consolidate any such wholly owned subsidiary for purposes of our financial statements and compliance with the Investment Company Act.” In addition, the Fund respectfully advises the Staff that while none of its wholly owned subsidiaries would be a registered investment company or business development company under the Investment Company Act, the Fund would nonetheless subject any assets held by such wholly owned subsidiaries to compliance with the Fund’s own custody requirements as a business development company under the Investment Company Act. In response to the Staff’s comment, the Fund has revised Amendment No. 1 to identify the custodian of such wholly owned subsidiaries of the Fund. Please see the changed pages attached hereto as Annex A. 1 See NGP Capital Resources Co., SEC No-Action Letter (Dec. 28, 2007). May 16, 2023 Page 4 c. Disclose any of the subsidiary’s principal investment strategies or principal risks that constitute principal investment strategies or risks of the Fund. The principal investment strategies and principal risk disclosures of a fund that invests in a subsidiary should reflect aggregate operations of the fund and the subsidiary. Response: The Fund confirms to the Staff that the description of the Fund’s principal investment strategies and investment risks contained in the Registration Statement and Amendment No. 1 includes any of the wholly owned subsidiary’s principal investment strategies or principal risks that constitute principal investment strategies or risks of the Fund. d. Please explain in correspondence whether the financial statements of any subsidiary that is primarily controlled by the Fund will be consolidated with the financial statements of the Fund. If not, please explain why not. Response: The Fund respectfully refers the Staff to its response to Comment No. 1 above, in which the Fund advises the Staff that it does not currently intend to create or acquire primary control of any entity that primarily engages in investment activities in securities or other assets, other than entities wholly owned by the Fund. The Fund also respectfully refers the Staff to its below response to Comment No. 3. e. Please confirm in correspondence that the subsidiary and its board of directors will agree to inspection by the staff of the subsidiary’s books and records, which will be maintained in accordance with Section 31 of the Investment Company Act and the rules thereunder. Response: The Fund confirms to the Staff that the Staff would have access to such books and records during an exam of the Fund, which are intended to be maintained in accordance with Section 31 of the Investment Company Act. f. Please confirm that the wholly owned subsidiary’s management fee (including any performance fee), if any, will be included in “Management Fees,” and the wholly owned subsidiary’s expenses will be included in “Other Expenses” in the Fund’s fee table. See comment 9 below. May 16, 2023 Page 5 Response: The Fund respectfully refers the Staff to its response to Comment No. 2.a above, which states that the Fund does not expect any wholly owned subsidiary of the Fund to be a party to an advisory or management contract with either a third party or an affiliated investment adviser, including the Investment Adviser, and that the investments held by any such wholly owned subsidiary are expected to be managed on a look through basis by the Investment Adviser pursuant to the Investment Management Agreement. As a result, and because the Fund expects to consolidate such wholly owned subsidiaries with the Fund, the Investment Adviser will receive management fees in respect of any investments held thereby pursuant to the Investment Management Agreement. The Fund further confirms that any expenses associated with such wholly owned subsidiaries will be reflected in the “Other Expenses” line item in any fee table that the Fund may in the future be required to disclose pursuant to the form requirements of Form N-2, with the exception of interest payments, which will instead be included in the appropriate line item reflecting the cost of leverage. 3. Comment: The third paragraph on this page states that the Fund “would ‘look through’ any such subsidiary to determine compliance with our investment policies and would generally expect to consolidate any such wholly[-]owned subsidiary for purposes of our financial statements and compliance with the Investment Company Act” (emphasis added). Please supplementally explain when and why the Fund would not consolidate any wholly-owned subsidiary for purposes of financial statements and compliance with the Investment Company Act. Response: The Fund confirms to the Staff that it currently expects to consolidate its wholly owned subsidiaries for purposes of financial statements and compliance with the Investment Company Act. Whether a subsidiary’s financial statements will be consolidated with those of the Fund will depend on the nature of the exclusion that the subsidiary is relying on from registration as an investment company under the Investment Company Act. Both GAAP and Regulation S-X prohibit investment companies from consolidating non-investment company subsidiaries. Under GAAP and Regulation S-X, the Fund, as a business development company, would not consolidate any operating entity on its financial statements unless that operating entity (i) provides substantial services to the Fund and (ii) is controlled by the Fund.2 In all other cases, GAAP would require that the Fund treat its investment in a non-investment company subsidiary 2 See Accounting Standards Update 2013-08, Financial Services – Investment Companies (Topic 946): Amendments to the Scope, Measurement, and Disclosure Requirements, Paragraphs 946-810-45-2 and 946-810-45-3; Paragraph 7.05 of the American Institute of Certified Public Accountants and Accounting Guide – Investment Companies; Rule 6-03 of Regulation S-X. May 16, 2023 Page 6 as an operating entity and carry such investment at fair value. A subsidiary that is treated as an operating entity, i.e., does not meet the definition of investment company, would not be consolidated into the financial statements of the Fund. The Fund intends to follow GAAP, ASC 946, and Regulation S-X to determine whether to consolidate the financial statements of a subsidiary with those of the Fund, and whether any subsidiary-level indebtedness would count towards the limitations imposed by Section 18 of the Investment Company Act. Page 10 – Private Credit Investment Committee 4. Comment: This section discusses the Investment Adviser’s Private Credit Investment Committee and its High Yield and Bank Loan team. Please consider including a separate heading for the discussion regarding the High Yield and Bank Loan team to distinguish it from the Private Credit Investment Committee. Response: The Fund has revised its disclosure in Amendment No. 1 in response to the Staff’s comment. Please see the changed pages attached hereto as Annex A. Page 11 – Investment Criteria 5. Comment: The final paragraph on this page refers to “ESG (as defined below).” However, it is unclear where this term is defined or where the specific ESG criteria the Fund considers is discussed. The staff notes that the registration statement includes a discussion of the risks related to corporate social responsibility on page 67, but such discussion does not appear to explain the ESG criteria the Fund will consider. Response: The Fund respectfully notes to the Staff that the term “ESG” was defined on page 67 of the Registration Statement. The Fund has moved the definition of this term to the referenced paragraph in response to the Staff’s comment. Please see the changed pages attached hereto as Annex A. The Fund also advises the Staff that, as disclosed in the Registration Statement and Amendment No. 1, the Fund currently is not required to consider any specific ESG criteria with respect to its investments and does not consider itself to be an ESG fund. The referenced risk factor focuses generally on ESG related risks, including events or conditions that could have a material impact on the operations and performance of the Fund and its portfolio companies, from a market and regulatory perspective and not the Fund’s investment strategy, which is not ESG focused. May 16, 2023 Page 7 Page 13 – Warehouse Investments 6. Comment: The first sentence of this section notes that the Fund has entered into multiple purchase agreements “with Macquarie Bank Limited (the ‘Financing Provider’) and an affiliate of the Investment Adviser, whereby we have agreed, subject to certain conditions, to purchase certain assets from unaffiliated parties ….” Please supplementally clarify the structure of such transactions, as it is unclear why the Fund will purchase Warehouse Investments “from unaffiliated parties” rather than from the Financing Provider. Spec