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Correspondence 0001193125-24-048237 from HPS Corporate Capital Solutions Fund (CIK 0001989817)

HPS Corporate Capital Solutions Fund (CIK 0001989817)
Date: Feb. 27, 2024 · CIK: 0001989817 · Accession: 0001193125-24-048237

AI Filing Summary & Sentiment

File numbers found in text: 000-56614

Date
February 27, 2024
Author
Not clearly detected
Form
CORRESP
Company
HPS Corporate Capital Solutions Fund (CIK 0001989817)

Letter

Via EDGAR Securities and Exchange Commission Division of Investment Management Washington, D.C. Attn: Anu Dubey, Senior Counsel, Tony Burak, Staff Accountant Re : HPS Corporate Capital Solutions Fund - Form 10 File No. 000-56614

Dear Ms. Dubey and Mr. Burak:

On behalf of HPS Corporate Capital Solutions Fund (the “Fund”), which intends to file an election to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”), we are providing the following responses to supplemental comments issued by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) via telephone on January 18, 2024, January 25, 2024, and February 8, 2024 with respect to the Fund’s initial response letter sent to the Commission on January 16, 2024 (the “Prior Response Letter”) and the above-referenced registration statement of the Fund (the “Registration Statement”) filed with the Commission on November 24, 2023, as amended on January 16, 2024, pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), through the Commission’s electronic data gathering, analysis and retrieval system.

For convenience of reference, the Staff’s comments have been reproduced herein. All capitalized terms used but not defined in this letter have the meanings given to them in the amended Registration Statement, filed with the Commission on January 16, 2024.

1. With respect to comment 1 in the Prior Response Letter, please disclose the date that the BDC election will be made.

Response: The Fund confirms that it currently intends to elect to become a BDC on or before its Initial Closing, which is currently expected to occur on or around April 1, 2024, and will add corresponding disclosure to its private placement memorandum (the “Memorandum”).

Securities and Exchange Commission

February 27, 2024

2. With respect to comment 3(b) in the Prior Response Letter, please disclose the name of the non-traded BDC that is currently expected to acquire the Fund in the Merger.

Response: The name of the non-traded BDC that is currently expected to acquire the Fund in the Merger is “HPS Corporate Capital Solutions BDC.” The Fund confirms that it will include this disclosure in the Memorandum.

3. With respect to Rule 17a-8 under the 1940 Act, please note that on June 13, 2006 and December 15, 2006, in response to a decision by a federal appeals court, the Commission issued a request for additional comment and an additional request for comment, respectively, on amendments to rules under the 1940 Act that imposed two conditions on funds relying on, among other rules, Rule 17a-8. See Investment Company Governance, Investment Company Act Release No. 27395 (June 13, 2006) and Investment Company Governance, Investment Company Act Release No. 27600 (December 15, 2006). See also RIN 3235-AJ62 at https://www.reginfo.gov/public/do/eAgendaViewRule?pubId=200910&RIN=3235-AJ62. The Commission to date has not taken further action on such amendments.

Response: The Fund respectfully acknowledges this comment.

4. With respect to comment 3(d) in the Prior Response Letter, please confirm whether a Form N-14 will be filed to register Shares issued in the Merger (the “Merger Shares”). If not, please explain. See Rule 145 under the Securities Act of 1933, as amended (the “Securities Act”).

Response: A Form N-14 is not currently expected to be filed in connection with the Merger because the acquiring fund intends to issue unregistered Shares to the shareholders of the Fund in accordance with Rule 506 under the Securities Act. Such Shares will therefore not be required to be registered and Rule 145 is inapplicable.

5. Please disclose that the schedule of warehouse investments beginning on Page 16 of the Registration Statement is unaudited.

Response: The Fund confirms that it will include this disclosure in the Memorandum.

6. With respect to comment 19 in the Prior Response Letter, please see the following comments:

a. Please describe the types of services provided subsequent to the termination of the Managing Dealer Agreement. Will related shareholder servicing fees be paid on an ongoing basis or at the time of purchase?

Response: Shareholder servicing fees are expected to be paid to intermediaries, via the Managing Dealer, for ongoing shareholder services. As disclosed in the Registration Statement, eligibility to receive a shareholder servicing fee is conditioned on a broker providing ongoing services with respect to the Common Shares, including: assistance with recordkeeping; answering investor inquiries regarding the Fund, including regarding distribution payments and reinvestments;

Securities and Exchange Commission

February 27, 2024

helping shareholders understand their investments upon their request; and assistance with share repurchase requests. If the applicable broker is not eligible to receive the shareholder servicing fee due to failure to provide these services, the Managing Dealer will waive the shareholder servicing fee that broker would have otherwise been eligible to receive. Such fees are paid on an ongoing basis and not at the time of purchase, and such services are typically provided so long as Shares serviced by an intermediary are outstanding; accordingly, the intermediaries continue to receive such fees even following the termination of the Managing Dealer Agreement or an intermediary agreement.

b. Subsequent to the termination of the Managing Dealer Agreement, does the shareholder servicing and/or distribution fee rate change following its termination?

Response: The shareholder servicing and/or distribution fee rate is not expected to change in the event the Managing Dealer Agreement is terminated.

c. Are there signed agreements between the Fund and intermediaries that provide ongoing shareholder services? If not, how can the Board provide oversight of such intermediary arrangements?

Response: The Fund is a party to its existing intermediary agreement, and the Board has approved a form of intermediary agreement that may be used by the Fund with future intermediaries and was filed with the Registration Statement. To the extent the Fund enters into an intermediary agreement that materially differs from the form approved by the Board, such agreements will be provided to, and ratified by, the Board. In addition, management provides periodic reporting regarding the Fund’s intermediary relationships and payments made to the Fund’s intermediaries.

7. With respect to comment 23 in the Prior Response Letter, please delete the following: “, subject to final determination of the relevant NAV per share.” Please replace the deleted language with the following: “within 5 business days of the last day that shareholders may tender their shares.”

Response: The Fund respectfully declines to make this change. Proceeds are paid promptly following the final determination of the NAV relating to the tender offer, which will generally be within 20 business days after the effective date of the share purchase (i.e., the date as of which the NAV is calculated). The Fund respectfully notes that payment prior to that time while also using a forward NAV is not practical for tender offer BDCs similar to the Fund.

8. With respect to comment 24 in the Prior Response Letter, please disclose the effective date of the share repurchase.

Response: Repurchases are typically expected to be effective the last calendar day of the applicable calendar quarter. The Fund will add clarifying disclosure to the Memorandum.

Securities and Exchange Commission

February 27, 2024

9. With respect to comment 25(b) in the Prior Response Letter, please explain how investors whose purchase orders are not executed until the next subscription period’s closing at the transaction price applicable to that period (rolled purchase orders) are notified of such fact.

Response: HPS’s investor servicing team notifies the intermediary or RIA (if applicable) or, in some cases, the direct investor promptly after it is determined that the purchase order will not be accepted and will be rolled to the next subscription period. However, this scenario generally does not occur with direct investors because HPS’s investor servicing team manages their subscription process directly and will instruct them not to send funds if their subscription order cannot be processed in the current period.

10. With respect to comment 25(c) in the Prior Response Letter, please explain where the Fund intends to hold the investor’s funds during the period beginning at the end of one month or quarter to the end of the next month or quarter for rolled purchase orders.

Response: Subscription amounts prior to acceptance (including during the period between when a subscription is originally submitted and the period it is ultimately accepted, which may be a month or more in the case of rolled purchase orders) sit in the Fund’s subscription processing account at UMB Bank, which is administered by the transfer agent, SS&C GIDS, for the benefit of the Fund. The assets are the investor’s, not the Fund’s, and the subscription may be withdrawn prior to acceptance and the proceeds returned to the investor.

11. With respect to comment 27(a) in the Prior Response Letter regarding “Risks Relating to an Investment in the Fund” under “Risk Factors” of the Registration Statement, please see the following comments:

a. Please define subsidiary as a wholly-owned subsidiary only. Please disclose that the Fund does not intend to create any entity that primarily engages in investment activities in securities or other assets other than entities wholly-owned by the Fund.

Response: The Fund respectfully declines to make this change. As disclosed, the Fund may enter into joint venture arrangements, which could be considered subsidiaries of the Fund. The Fund may also have other subsidiaries that are not wholly-owned from time to time for various investment or operational purposes.

b. Please delete the following language: “including those relating to investment policies (Section 8)” as it does not apply to BDCs.

Response: The Fund will revise its disclosure accordingly.

12. With respect to comment 34 in the Prior Response Letter, please disclose the term of office of the Fund’s directors before the Shares are listed.

Response: The Fund confirms that it will include this disclosure in the Memorandum.

Securities and Exchange Commission

February 27, 2024

13. With respect to comment 11 in the Prior Response Letter, please provide an analysis of whether the Warehousing Transaction would constitute a joint enterprise or other joint arrangement within the meaning of Rule 17d-1 of the 1940 Act in the two scenarios below.

a. An HPS affiliate has agreed to purchase assets from Macquarie in the event the Fund does not satisfy the Warehouse Conditions.

Response: Rule 17d-l, in relevant part, provides that no affiliated person of a registered investment company, and no affiliated person of an affiliated person, may participate as a principal in any joint enterprise, joint arrangement, or profit-sharing plan, as defined in the rule, without first obtaining an order from the Commission. The Staff has previously stated that “Section 17(d) and Rule 17d-l, taken together, are designed to regulate, among other things, situations in which persons making the investment decisions for the investment company may have a conflict of interest and the danger exists that the investment company or its controlled company may be overreached by such persons.”1 The Staff has also stated that “[s]ome element of combination or profit motive generally must be present for Section 17(d) and Rule 17d-l to apply.”2

An affiliate Guarantor (as defined in the Prior Response Letter) would have a conflict of interest with the Fund or could overreach the Fund, and therefore implicate Rule 17d-1, if the arrangement allowed for the Guarantor to position itself so that it receives or has the ability to elect to receive Warehouse Investments in lieu of the Fund to the detriment of the Fund. This risk would be heightened if the affiliated Guarantor has a profit motive in connection with the arrangement.

In this case, the Warehousing Transaction presents no such conflict or such opportunity, and there is no profit motive for the HPS affiliate Guarantor (for purposes of this response, “HPS”). HPS is agreeing to purchase certain assets from the Financing Providers in the event the Fund does not satisfy one of the two objective and independent Warehousing Conditions, neither of which HPS controls.3 In such case, HPS has an obligation, not an option, to purchase such Warehouse Investments. As previously noted, the specific Guarantor for a particular Warehouse Investment will be determined on an asset-by-asset basis at the time the Purchase Agreement for such asset is entered into, and it is expected that HPS will only guarantee those Purchase Agreements that are in a form not previously approved by the other Guarantors or if the other Guarantors are not then available to guarantee such Purchase Agreements (e.g., if capacity for the other Guarantor is then fully utilized). It is expected that HPS will guarantee substantially fewer Purchase Agreements

Massachusetts Mutual Life Insurance Company, June 7, 2000, publicly available at https://www.sec.gov/divisions/investment/noaction/2000/massmutuallife060700.pdf .

Id.

The Warehouse Conditions are: (a) that the Fund has received subscriptions of at least $200 million; and (b) that the Board has approved the purchase of the specific Warehouse Investments (collectively, the “Warehouse Conditions”).

Securities and Exchange Commission

February 27, 2024

(based on total commitment amount) than the other Guarantors individually or in the aggregate, though the exact proportions could vary from time to time depending on the nature of the specific Warehouse Investments and Purchase Agreements. If the Warehouse Conditions are not met, the Warehouse Investments will be purchased from the Financing Provider by the Guarantor who agreed to back-stop the related Purchase Agreement at the time the Purchase Agreement was entered into (e.g., there will be no opportunity for cherry picking at the time the guarantee is effected). Accordingly, not only does HPS not have the ability to cause the Fund not to acquire the Warehouse Investments in light of the objective and independent nature of the Warehouse Conditions, HPS would only acquire Warehouse Investments that were not subject to a guarantee by the other Guarantors in the event one of the Warehouse Conditions is not met.

In addition, given that the Fund will not pay a Backstop Fee with respect to any HPS guarantee, and the only way HPS could acquire any assets under the Warehouse Transaction is for the Fund to not successfully raise initial subscriptions and/or the Fund’s Board of Trustees to determine that an asset that happens to be guaranteed by HPS is not appropriate for the Fund, HPS does not have a profit motive in providing a guarantee other than in ensuring the successful launch of the Fund and acquisition by the Fund of all of the Warehouse Investments. In other words, the HPS guarantee will either be a gift to the Fund (access to assets without financing costs) or not a Fund transaction at all.

Based on the facts and parameters described above, there is no realistic opportunity or basis for HPS to take advantage of the Fund or choose to acquire the Warehouse Investments to the detriment of the Fund, nor does HPS have a profit interest in providing a g

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CORRESP
1
filename1.htm

CORRESP

 Simpson Thacher & Bartlett LLP

900 G STREET NW

WASHINGTON, DC 20001

TELEPHONE:
+1-202-636-5500

FACSIMILE:
+1-202-636-5502

 Direct Dial Number

202-636-5915

 E-mail Address

 Nathan.Briggs@stblaw.com

 February 27, 2024

 Via EDGAR

 Securities and Exchange Commission

 Division of
Investment Management

 100 F Street, N.E.

 Washington, D.C.
20549

 Attn: Anu Dubey, Senior Counsel, Tony Burak, Staff Accountant

Re :
 HPS Corporate Capital Solutions Fund - Form 10

File No. 000-56614

Dear Ms. Dubey and Mr. Burak:

 On
behalf of HPS Corporate Capital Solutions Fund (the “Fund”), which intends to file an election to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940
Act”), we are providing the following responses to supplemental comments issued by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) via telephone on January 18, 2024,
January 25, 2024, and February 8, 2024 with respect to the Fund’s initial response letter sent to the Commission on January 16, 2024 (the “Prior Response Letter”) and the above-referenced registration statement of the
Fund (the “Registration Statement”) filed with the Commission on November 24, 2023, as amended on January 16, 2024, pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), through the
Commission’s electronic data gathering, analysis and retrieval system.

 For convenience of reference, the Staff’s comments have
been reproduced herein. All capitalized terms used but not defined in this letter have the meanings given to them in the amended Registration Statement, filed with the Commission on January 16, 2024.

1. With respect to comment 1 in the Prior Response Letter, please disclose the date that the BDC election will be made.

Response: The Fund confirms that it currently intends to elect to become a BDC on or before its Initial Closing, which is currently expected to occur
on or around April 1, 2024, and will add corresponding disclosure to its private placement memorandum (the “Memorandum”).

Securities and Exchange Commission

February 27, 2024

 2. With respect to comment 3(b) in the Prior Response Letter, please disclose the name of the non-traded BDC that is currently expected to acquire the Fund in the Merger.

 Response: The name of the non-traded BDC that is currently expected to acquire the Fund in the Merger is “HPS Corporate Capital Solutions BDC.” The Fund confirms that it will include this disclosure in the Memorandum.

3. With respect to Rule 17a-8 under the 1940 Act, please note that on June 13, 2006 and
December 15, 2006, in response to a decision by a federal appeals court, the Commission issued a request for additional comment and an additional request for comment, respectively, on amendments to rules under the 1940 Act that
imposed two conditions on funds relying on, among other rules, Rule 17a-8. See Investment Company Governance, Investment Company Act Release No. 27395 (June 13, 2006) and Investment
Company Governance, Investment Company Act Release No. 27600 (December 15, 2006). See also RIN 3235-AJ62 at https://www.reginfo.gov/public/do/eAgendaViewRule?pubId=200910&RIN=3235-AJ62. The
Commission to date has not taken further action on such amendments.

 Response: The Fund respectfully acknowledges this comment.

4. With respect to comment 3(d) in the Prior Response Letter, please confirm whether a Form N-14 will be filed to
register Shares issued in the Merger (the “Merger Shares”). If not, please explain. See Rule 145 under the Securities Act of 1933, as amended (the “Securities Act”).

Response: A Form N-14 is not currently expected to be filed in connection with the Merger because the acquiring
fund intends to issue unregistered Shares to the shareholders of the Fund in accordance with Rule 506 under the Securities Act. Such Shares will therefore not be required to be registered and Rule 145 is inapplicable.

5. Please disclose that the schedule of warehouse investments beginning on Page 16 of the Registration Statement is unaudited.

Response: The Fund confirms that it will include this disclosure in the Memorandum.

6. With respect to comment 19 in the Prior Response Letter, please see the following comments:

a.
 Please describe the types of services provided subsequent to the termination of the Managing Dealer
Agreement. Will related shareholder servicing fees be paid on an ongoing basis or at the time of purchase?

 Response:
Shareholder servicing fees are expected to be paid to intermediaries, via the Managing Dealer, for ongoing shareholder services. As disclosed in the Registration Statement, eligibility to receive a shareholder servicing fee is conditioned on
a broker providing ongoing services with respect to the Common Shares, including: assistance with recordkeeping; answering investor inquiries regarding the Fund, including regarding distribution payments and reinvestments;

 2

Securities and Exchange Commission

February 27, 2024

helping shareholders understand their investments upon their request; and assistance with share repurchase requests. If the applicable broker is not eligible to receive the shareholder servicing
fee due to failure to provide these services, the Managing Dealer will waive the shareholder servicing fee that broker would have otherwise been eligible to receive. Such fees are paid on an ongoing basis and not at the time of purchase, and such
services are typically provided so long as Shares serviced by an intermediary are outstanding; accordingly, the intermediaries continue to receive such fees even following the termination of the Managing Dealer Agreement or an intermediary
agreement.

b.
 Subsequent to the termination of the Managing Dealer Agreement, does the shareholder servicing and/or
distribution fee rate change following its termination?

 Response: The shareholder servicing and/or distribution fee rate is
not expected to change in the event the Managing Dealer Agreement is terminated.

c.
 Are there signed agreements between the Fund and intermediaries that provide ongoing shareholder services?
If not, how can the Board provide oversight of such intermediary arrangements?

 Response: The Fund is a party to its existing
intermediary agreement, and the Board has approved a form of intermediary agreement that may be used by the Fund with future intermediaries and was filed with the Registration Statement. To the extent the Fund enters into an intermediary agreement
that materially differs from the form approved by the Board, such agreements will be provided to, and ratified by, the Board. In addition, management provides periodic reporting regarding the Fund’s intermediary relationships and payments made
to the Fund’s intermediaries.

 7. With respect to comment 23 in the Prior Response Letter, please delete the following: “, subject to final
determination of the relevant NAV per share.” Please replace the deleted language with the following: “within 5 business days of the last day that shareholders may tender their shares.”

Response: The Fund respectfully declines to make this change. Proceeds are paid promptly following the final determination of the NAV relating to the
tender offer, which will generally be within 20 business days after the effective date of the share purchase (i.e., the date as of which the NAV is calculated). The Fund respectfully notes that payment prior to that time while also using a forward
NAV is not practical for tender offer BDCs similar to the Fund.

 8. With respect to comment 24 in the Prior Response Letter, please disclose the
effective date of the share repurchase.

 Response: Repurchases are typically expected to be effective the last calendar day of the applicable
calendar quarter. The Fund will add clarifying disclosure to the Memorandum.

 3

Securities and Exchange Commission

February 27, 2024

 9. With respect to comment 25(b) in the Prior Response Letter, please explain how investors whose purchase
orders are not executed until the next subscription period’s closing at the transaction price applicable to that period (rolled purchase orders) are notified of such fact.

Response: HPS’s investor servicing team notifies the intermediary or RIA (if applicable) or, in some cases, the direct investor promptly after it
is determined that the purchase order will not be accepted and will be rolled to the next subscription period. However, this scenario generally does not occur with direct investors because HPS’s investor servicing team manages their
subscription process directly and will instruct them not to send funds if their subscription order cannot be processed in the current period.

 10. With
respect to comment 25(c) in the Prior Response Letter, please explain where the Fund intends to hold the investor’s funds during the period beginning at the end of one month or quarter to the end of the next month or quarter for rolled purchase
orders.

 Response: Subscription amounts prior to acceptance (including during the period between when a subscription is originally submitted
and the period it is ultimately accepted, which may be a month or more in the case of rolled purchase orders) sit in the Fund’s subscription processing account at UMB Bank, which is administered by the transfer agent, SS&C GIDS, for the
benefit of the Fund. The assets are the investor’s, not the Fund’s, and the subscription may be withdrawn prior to acceptance and the proceeds returned to the investor.

11. With respect to comment 27(a) in the Prior Response Letter regarding “Risks Relating to an Investment in the Fund” under “Risk
Factors” of the Registration Statement, please see the following comments:

a.
 Please define subsidiary as a wholly-owned subsidiary only. Please disclose that the Fund does not intend to
create any entity that primarily engages in investment activities in securities or other assets other than entities wholly-owned by the Fund.

Response: The Fund respectfully declines to make this change. As disclosed, the Fund may enter into joint venture arrangements, which could be
considered subsidiaries of the Fund. The Fund may also have other subsidiaries that are not wholly-owned from time to time for various investment or operational purposes.

b.
 Please delete the following language: “including those relating to investment policies (Section
8)” as it does not apply to BDCs.

 Response: The Fund will revise its disclosure accordingly.

12. With respect to comment 34 in the Prior Response Letter, please disclose the term of office of the Fund’s directors before the Shares are listed.

 Response: The Fund confirms that it will include this disclosure in the Memorandum.

 4

Securities and Exchange Commission

February 27, 2024

 13. With respect to comment 11 in the Prior Response Letter, please provide an analysis of whether the
Warehousing Transaction would constitute a joint enterprise or other joint arrangement within the meaning of Rule 17d-1 of the 1940 Act in the two scenarios below.

a.
 An HPS affiliate has agreed to purchase assets from Macquarie in the event the Fund does not satisfy the
Warehouse Conditions.

 Response: Rule 17d-l, in relevant part, provides that no
affiliated person of a registered investment company, and no affiliated person of an affiliated person, may participate as a principal in any joint enterprise, joint arrangement, or profit-sharing plan, as defined in the rule, without first
obtaining an order from the Commission. The Staff has previously stated that “Section 17(d) and Rule 17d-l, taken together, are designed to regulate, among other things, situations in which persons
making the investment decisions for the investment company may have a conflict of interest and the danger exists that the investment company or its controlled company may be overreached by such persons.”1 The Staff has also stated that “[s]ome element of combination or profit motive generally must be present for Section 17(d) and Rule 17d-l to
apply.”2

 An affiliate Guarantor (as defined in the Prior Response Letter) would have a conflict
of interest with the Fund or could overreach the Fund, and therefore implicate Rule 17d-1, if the arrangement allowed for the Guarantor to position itself so that it receives or has the ability to elect to
receive Warehouse Investments in lieu of the Fund to the detriment of the Fund. This risk would be heightened if the affiliated Guarantor has a profit motive in connection with the arrangement.

In this case, the Warehousing Transaction presents no such conflict or such opportunity, and there is no profit motive for the HPS affiliate Guarantor (for
purposes of this response, “HPS”). HPS is agreeing to purchase certain assets from the Financing Providers in the event the Fund does not satisfy one of the two objective and independent Warehousing Conditions, neither of which HPS
controls.3 In such case, HPS has an obligation, not an option, to purchase such Warehouse Investments. As previously noted, the specific Guarantor for a particular Warehouse Investment will be
determined on an asset-by-asset basis at the time the Purchase Agreement for such asset is entered into, and it is expected that HPS will only guarantee those Purchase
Agreements that are in a form not previously approved by the other Guarantors or if the other Guarantors are not then available to guarantee such Purchase Agreements (e.g., if capacity for the other Guarantor is then fully utilized). It is expected
that HPS will guarantee substantially fewer Purchase Agreements

1
 Massachusetts Mutual Life Insurance Company, June 7, 2000, publicly available at
https://www.sec.gov/divisions/investment/noaction/2000/massmutuallife060700.pdf .

2
 Id.

3
 The Warehouse Conditions are: (a) that the Fund has received subscriptions of at least $200 million;
and (b) that the Board has approved the purchase of the specific Warehouse Investments (collectively, the “Warehouse Conditions”).

 5

Securities and Exchange Commission

February 27, 2024

(based on total commitment amount) than the other Guarantors individually or in the aggregate, though the exact proportions could vary from time to time depending on the nature of the specific
Warehouse Investments and Purchase Agreements. If the Warehouse Conditions are not met, the Warehouse Investments will be purchased from the Financing Provider by the Guarantor who agreed to back-stop the related Purchase Agreement at the time the
Purchase Agreement was entered into (e.g., there will be no opportunity for cherry picking at the time the guarantee is effected). Accordingly, not only does HPS not have the ability to cause the Fund not to acquire the Warehouse Investments in
light of the objective and independent nature of the Warehouse Conditions, HPS would only acquire Warehouse Investments that were not subject to a guarantee by the other Guarantors in the event one of the Warehouse Conditions is not met.

In addition, given that the Fund will not pay a Backstop Fee with respect to any HPS guarantee, and the only way HPS could acquire any assets under the
Warehouse Transaction is for the Fund to not successfully raise initial subscriptions and/or the Fund’s Board of Trustees to determine that an asset that happens to be guaranteed by HPS is not appropriate for the Fund, HPS does not have a
profit motive in providing a guarantee other than in ensuring the successful launch of the Fund and acquisition by the Fund of all of the Warehouse Investments. In other words, the HPS guarantee will either be a gift to the Fund (access to assets
without financing costs) or not a Fund transaction at all.

 Based on the facts and parameters described above, there is no realistic opportunity or basis
for HPS to take advantage of the Fund or choose to acquire the Warehouse Investments to the detriment of the Fund, nor does HPS have a profit interest in providing a g