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 Messrs. 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 the and 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; (“GoodFinch Fund III”)
• GoodFinch Fund IV, LP (“GoodFinch Fund IV”)
• GoodFinch Renewable Equipment Financing Fund I, LP (“GREF Fund I”)
• Solar Securitization Program-Onshore SMA, LP (“Solar SMA-Onshore”)
• Solar Securitization Program-Offshore SMA, LP (“Solar SMA-Offshore”)
GoodFinch GP I, LLC, GoodFinch GP II, LLC, GoodFinch III, LLC, GoodFinch EF GP I, LLC,
GoodFinch GP IV, LLC, and Solar Securitization Program SMA GP, 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, , III, IV, Solar SMA-Onshore, and Solar SMA-Offshore 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 most Portfolio Investments going
forward will be comprised of the Related Transactions. Exceptions being bonds backed by loans
originated by different originators than GoodLeap held in GoodFinch Fund III and GoodFinch Fund
IV 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 the
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 relevant Fund’s Limited Partner Advisory Committee
Notwithstanding potential conflicts of interest, as a fiduciary, GoodFinch will always act in the
best interests of the client. GoodFinch maintains policies and procedures designed to avoid and
manage conflicts of interest where possible and provide a full and fair disclose of any material
conflicts, many of which are detailed in this brochure.
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, 2023, GoodFinch manages $523,264,010 million in client regulatory assets
under management on a discretionary basis.