UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement |
On June 30, 2023, HPS Corporate Lending Fund (the “Fund”) entered into an Amended and Restated Investment Advisory Agreement (the “A&R Investment Advisory Agreement”) with HPS Advisors, LLC (the “Adviser”), a wholly-owned subsidiary of HPS Investment Partners, LLC (“HPS”), and HPS in connection with a corporate reorganization of the investment advisory operations with respect to the Fund. The Adviser operates as a consolidated subsidiary of HPS and has access to the same resources and investment personnel for management of the Fund as HPS. In addition, investment advisory personnel and portfolio managers for the Fund will provide the same services to the Fund through the Adviser as were provided through HPS. The A&R Investment Advisory Agreement otherwise has the same material terms as the Investment Advisory Agreement between the Fund and HPS dated January 20, 2022.
On June 30, 2023, the Fund, the Adviser and HPS also entered into an Amended and Restated Expense Support and Conditional Reimbursement Agreement (the “A&R Expense Support Agreement”) in connection with the corporate reorganization of the investment advisory operations with respect to the Fund and to reflect that the Adviser is the Fund’s investment adviser. Pursuant to the expense support and conditional reimbursement agreement the Fund previously entered into with HPS (for such expenses incurred prior to June 30, 2023) (the “Original Expense Support Agreement”) and the A&R Expense Support Agreement, HPS was, and the Adviser is, obligated to advance all of the Fund’s Other Operating Expenses (as defined therein) to the effect that such expenses do not exceed 1.00% (on an annualized basis) of the Fund’s net asset value. The Fund was and is obligated to reimburse HPS and the Adviser, respectively, for such advanced expenses only if certain conditions are met. The A&R Expense Support Agreement otherwise has the same material terms as the Original Expense Support Agreement.
The descriptions above are only a summary of the material provisions of the A&R Investment Advisory Agreement and the A&R Expense Support Agreement and are qualified in their entirety by reference to a copy of the A&R Investment Advisory Agreement and the A&R Expense Support Agreement, which are incorporated by reference as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, HPS Corporate Lending Fund has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HPS CORPORATE LENDING FUND | ||||||
| Date: July 6, 2023 | By: | /s/ Yoohyun K. Choi | ||||
| Name: | Yoohyun K. Choi | |||||
| Title: | Secretary | |||||