The Management Company, a Delaware limited liability company and a registered
investment adviser, provides investment advisory services to investment funds privately offered
to qualified investors primarily in the United States (each a “Limited Partner” and, collectively,
the “Limited Partners”).
“GoodFinch,” meaning “Good Financial,” was founded in 2020 by Hayes Barnard and
Tanguy Serra (the “Key Principals”) who are also the managers of GoodFinch (as defined below).
Furthermore, Mr. Barnard serves as Chairman of the Management Company and Mr. Serra serves
as Chief Investment Officer. Mr. Barnard is the principal owner of the Management Company.
For purposes of the Advisers Act, the Management Company’s clients include the
following (each, a “Fund,” and together with any future private investment fund to which the
Management Company or its affiliates provide investment advisory services, the “Funds”):
• GoodFinch Fund I, LP; (“GoodFinch Fund I”)
•
GoodFinch Fund II, LP; (“GoodFinch Fund II”)
•
GoodFinch Fund III, LP; and (“GoodFinch Fund III”)
• GoodFinch Renewable Equipment Financing Fund I, LP (“GREF Fund I”)
GoodFinch GP I, LLC, GoodFinch GP II, LLC, GoodFinch III, LLC, and GoodFinch EF
GP I, LLC are general partner entities affiliated with the Management Company which were
formed for the purpose of serving as the respective general partner for each of the Funds
(collectively, and together with any future general partner entities, the “General Partner”).
The investment advisory services provided by the Management Company and its General
Partner (together, “GoodFinch”) to the Funds consist of identifying and evaluating investment
opportunities, negotiating the terms of investments, managing and monitoring investments and
achieving dispositions for such investments.
GoodFinch Funds I, II, and III are private, closed-end funds that invest in loans and retail
installment contracts made for the purpose of facilitating solar energy and/or other energy and
resource efficiency improvements to residential homes (the "Sustainable Home Improvement
Loans" or “Loans”) and securitized notes backed by the Sustainable Home Improvement Loans
(“Notes” and together with the Sustainable Home Improvement Loans, referred to herein as
“Portfolio Investments”) which are held by a Fund indirectly through a Cayman Islands limited
company (collectively the “Holding Vehicle”).
GREF Fund I is a private, closed-end fund that invests in a single equipment loan facility
provided to Ojjo, Inc. as the sole borrower (the "Equipment Loan") and originated by GREF, as
well as an equity investment into Ojjo, Inc.
As of the date hereof, most Portfolio Investments are Sustainable Home Improvement
Loans that were originated by GoodLeap, LLC (“GoodLeap”), a related party under common
ownership with GoodFinch, or Notes backed by Sustainable Home Improvement Loans that were
originated by GoodLeap (the “Related Transactions”), and it is expected that the majority of
Portfolio Investments going forward will be comprised of the Related Transactions. Exceptions
being a bond originated by Sunnova and held in GoodFinch Fund III in
addition to the Equipment
Loans for GREF Fund I.
GoodFinch believes that acquiring the Notes, Loans, and Equipment Loans will generally
be a compelling investment option for each Fund and its investors–because the characteristics of
the Notes and Loans fit well with GoodFinch’s investment strategy, GoodFinch has a deep
understanding of financial costs and benefits of the Loans and Notes. If GoodFinch determines
that acquisition of a Note or Loan is harmful to investors, it will refrain from doing so.
The Related Transactions are between investors, on one hand, and GoodLeap, a related
party to the Management Company, on the other. These Related Transactions present a conflict
of interest for the Management Company because it is beneficial for its related party GoodLeap to
sell Loans that it originated to GoodFinch and to facilitate GoodFinch’s purchase of Notes which
are backed by Loans GoodLeap originated and services. Furthermore, Sustainable Home
Improvement Loans invested in by the Funds are serviced by GoodLeap pursuant to a Master
Services Agreement entered by and between GoodFinch and GoodLeap. Such conflicts are
addressed through requirements of the Advisers Act and the Management Company’s policies and
procedures. The Related Transactions are “principal transactions” under Section 206(3) of the
Advisers Act, and therefore require GoodFinch to disclose and receive approval of such
transactions by investors before they are executed. Prior to execution of every Related
Transaction, GoodFinch must disclose the Related Transaction to the Limited Partner Advisory
Committee and obtain the Limited Partner Advisory Committee’s approval. GoodFinch cannot
engage in any Related Transaction without prior consent of the Limited Partner Advisory
Committee. GoodFinch has taken steps to ensure that the price of GoodLeap’s Loans and the fees
for GoodLeap’s services are on market terms and determined at arms’ length. Please see “OTHER
FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS” and “CODE OF ETHICS,
PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL
TRADING” for more information and a description of risks and conflicts of interest related to
GoodFinch’s relatedness with GoodLeap.
GoodFinch’s advisory services to the Funds are detailed in the applicable private placement
memoranda, appendix of disclosures, or other offering documents (each, a “Memorandum”),
limited partnership or other operating agreements or governing documents (each, a “Partnership
Agreement”) and are further described below under “METHODS OF ANALYSIS, INVESTMENT
STRATEGIES AND RISK OF LOSS.” Investors in the Funds participate in the overall investment
program for the applicable Fund. The Funds or the General Partner have entered into side letters
or other similar agreements (“Side Letters”) with certain investors that have the effect of
establishing rights (including economic or other terms) under, or altering or supplementing the
terms of, the relevant Partnership Agreement with respect to such investors.
As of December 31, 2022, GoodFinch manages approximately $325 million in client
regulatory assets under management on a discretionary basis.