SCA is wholly owned by Social Finance, Inc. (“SoFi”) which is based in San Francisco,
California, and is a premium financial services platform, focused on early stage professionals.
Social Finance Inc. is a wholly owned subsidiary of SoFi Technologies, Inc., a Delaware
Corporation. SoFi was founded in May 2011 by Stanford Graduate School of Business alumni to
offer an innovative approach to the private student loan market by developing economic
financing alternatives for graduate students to fund their education. Since its founding, SoFi has
refined its lending strategy to focus on refinancing the student loans of successful, creditworthy
consumers, as well as providing them with mortgage loans and unsecured personal loans. SoFi
has secured capital commitments for its various loan programs from institutional investors and
depository institutions. SoFi, through its affiliate SoFi Lending Corp (“SLC”), uses off-balance
sheet warehouse facilities to fund loans and has completed numerous securitizations in the
capital markets. SLC has also sold Private Education Loans, Personal Loans and mortgage loans
to depository institutions and other institutional investors. SLC is a California corporation
formed in January 2012 to originate and service student loans. SoFi and SLC are each an affiliate
of SCA and will be referred to in this brochure, as appropriate, individually, or if collectively, as
the “Affiliates.”
SCA sponsors certain private investment funds (the “Funds”) to primarily acquire from Affiliates
or on the secondary market residual interests issued in asset-backed securitizations
(“Securitizations”) sponsored by its wholly owned affiliate SLC, the underlying collateral of
which will consist of unsecured private credit education loans originated by SLC or unsecured
consumer loans originated by SLC. Loans in the Loan Portfolios have been or will be originated
and serviced by SLC.
SCA acts as the general partner of the Funds. The Funds issue limited partnership interests
therein in a single class or in multiple classes and series within each class to (i) persons or
entities that are treated as U.S. persons for U.S. federal income tax purposes (other than U.S.
persons generally exempt from taxation in the United States), and (ii) one or more feeder entities
established by SoFi, to invest all or substantially all of its assets in one of the Funds.
The Services SCA Provides
In performing its functions as an investment adviser, SCA has a fiduciary duty to its clients, the
Funds.SCA will perform its obligations under each Limited Partnership Agreement with
reasonable care and good faith, in a manner consistent with the standard of care exercised by
prudent institutional managers of national standing in the United States. That means SCA will
exercise a degree of skill and attention no less than that which SCA exercises with respect to
comparable assets that SCA manages for itself and for others.
In accordance with an Limited Partnership Agreement, SCA will manage the assets in each Fund
and perform certain advisory functions with respect to each Fund. This includes selecting
securities for a Fund subject to the approval of the investor committee regarding the purchase
and sale of Securitizations and certain administrative functions
on behalf of a Fund.
SCA is authorized to, among other things:
●Acquire Securitizations for a Fund to invest in subject to the approval by the
Fund’s investor committee and consistent with the terms of the Fund’s Limited
Partnership Agreement;
●Identify and evaluate the timing and method of disposition or liquidation of
investments, select and determine investments to be disposed of or liquidated, and
cause a Fund to dispose of or liquidate investments in accordance with the terms
of the Limited Partnership Agreement;
●Engage personnel to assist SCA in providing investment advisory services,
including, without limitation, counsel, consultants, accountants, investment
bankers, financial advisors and sub-investment advisers;
●Open, maintain and close accounts, including custodial accounts with banks,
including banks located outside the United States, and draw checks or other
orders for the payment of monies;
●Incur expenditures as SCA determines to be appropriate in furtherance of the
purpose of a Fund, and, to the extent that the funds of a Fund are available, pay all
expenses, debts and obligations of the Fund;
●Perform management and administrative services including, without limitation:
(i)Prepare and cause to be prepared reports, statements and other
information for a Fund, which each Fund, in turn will deliver to the
Investors;
(ii)Prepare and deliver notices from a Fund to its investors; and
(iii)Maintain records and accounts with respect to the Funds, including
books and records of the Funds (which each Fund, in turn will
deliver to its investors);
●Engage in other lending, financial advisory and service income opportunities as
permitted under each Fund’s Limited Partnership Agreement; and
●Perform such other duties, activities, functions and all other similar things
necessary to achieve, implement or facilitate any of the foregoing provisions in
the United States as well as foreign jurisdictions.
There is no limitation or restriction on the ability of SCA or Affiliates to act as an
investment manager (or in a similar role) for other persons. This and other future activities of
SCA and Affiliates may give rise to conflicts of interest. See Item 10, below, for SCA’s handling
of potential conflicts of interest. SCA and Affiliates serve or expect to serve as investment
adviser for, invest in, or be affiliated with, other entities organized to issue securities similar to
those issued by the Funds.
Termination of the Limited Partnership Agreement
In general, a Fund’s Limited Partnership Agreement may be terminated by the vote of certain
investor’s with voting interests or by SCA (i) as a result of any existing or future law, rule or
regulation or action by a relevant legal or regulatory authority; (ii) upon 12 months’ prior written
notice to the investors, or (iii) upon the bankruptcy, dissolution or similar event of SCA. If a
cause event exists with respect to SCA, SCA will promptly provide each Fund’s investors with
written notice of such event. Additional information can be found in each Fund’s offering
documents.
Wrap fee Programs
SCA does not participate in wrap fee programs.
Assets Under Management
SCA has total assets under management of $7,425,515.41 as of December 31, 2022.