UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
Managing Dealer Agreement
On April 11, 2024, HPS Corporate Lending Fund (the “Fund”) entered into a managing dealer agreement (the “Managing Dealer Agreement”) with HPS Securities, LLC, as the Fund’s managing dealer (“HPS Securities”). Pursuant to the Managing Dealer Agreement, HPS Securities, among other things, manages the Fund’s relationships with third-party brokers engaged by HPS Securities to participate in the distribution of the Fund’s common shares (“participating brokers”) and financial advisors. HPS Securities also coordinates the Fund’s marketing and distribution efforts with participating brokers and their registered representatives with respect to communications related to the terms of the offering, the Fund’s investment strategies, material aspects of the Fund’s operations and subscription procedures. As set forth in and pursuant to the Managing Dealer Agreement, the Fund will pay HPS Securities only shareholder servicing and/or distribution fees with respect to Class S shares, Class D and Class F shares. The Fund will not pay any other fees to the Managing Dealer. The Managing Dealer Agreement may be terminated by the Fund or HPS Securities (i) on 60 days’ written notice or (ii) immediately upon notice to the other party in the event that such other party shall have failed to comply with any material provision thereof. The Managing Dealer Agreement also may be terminated at any time without the payment of any penalty, (x) by vote of a majority of the Fund’s trustees who are not “interested persons”, as defined in the Investment Company Act of 1940, as amended, of the Fund and who have no direct or indirect financial interest in the operation of the Fund’s distribution plan or the Managing Dealer Agreement or (y) by a majority vote of the outstanding voting securities of the Fund, on not more than 60 days’ written notice to HPS Securities or the Fund’s investment adviser.
In addition, and in connection with the transition to HPS Securities as the Fund’s managing dealer as discussed above, the Fund provided notice for the termination of the managing dealer agreement dated as of August 3, 2021 by and between the Fund and Emerson Equity LLC, which termination shall be effective as of April 11, 2024.
Amended and Restated Distribution and Servicing Plan
On April 11, 2024, the Fund adopted an amended and restated distribution and servicing plan (the “Amended and Restated Distribution and Servicing Plan”) to reflect the appointment of HPS Securities as the Fund’s managing dealer.
The descriptions above are only summaries of the material provisions of the Managing Dealer Agreement and the Amended and Restated Distribution and Servicing Plan and are qualified in their entirety by reference to a copy of the Managing Dealer Agreement and the Amended and Restated Distribution and Servicing Plan, 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 1.02. | Termination of a Material Definitive Agreement. |
The information regarding the notice provided for the termination of the Fund’s former managing dealer agreement with Emerson Equity LLC under “Item 1.01. Entry into a Material Definitive Agreement” is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| 10.1 | Managing Dealer Agreement by and among HPS Corporate Lending Fund and HPS Securities, LLC | |
| 10.2 | Amended and Restated Distribution and Servicing Plan | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HPS CORPORATE LENDING FUND | ||||||
| Date: April 11, 2024 | By: | /s/ Yoohyun K. Choi | ||||
| Name: | Yoohyun K. Choi | |||||
| Title: | Secretary | |||||