Goldman Sachs Asset Management, L.P. and G-X Private Markets – Request for No-Action Assurance Under Sections 17(d) and 57(i) of the Investment Company Act of 1940 and Rule 17d-1 Thereunder

Goldman Sachs Asset Management, L.P. │ 200 West Street │ New York, NY 10282-2198

October 29, 2026

Robert Bagnall, Esq.
Chief Counsel
Division of Investment Management
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549-8626

Re:
Goldman Sachs Asset Management, L.P. and G-X Private Markets – Request for No-Action Assurance Under Sections 17(d) and 57(i) of the Investment Company Act of 1940 and Rule 17d-1 Thereunder

Dear Mr. Bagnall:

We are submitting this letter on behalf of ourselves, Goldman Sachs Asset Management, L.P. (“GSAM”), as investment adviser to G-X Private Markets (the “Fund”). GSAM respectfully seeks assurance that the staff (the “Staff”) of the Division of Investment Management (the “Division”) of the Securities and Exchange Commission (the “Commission”) would not recommend enforcement action to the Commission under Section 17(d) of the Investment Company Act of 1940 (the “1940 Act”) and Rule 17d-1 thereunder if GSAM, certain of our affiliates (“GSAM Affiliates”), and the Fund enter into and carry out the arrangement described herein. 1 GSAM also requests that the Staff confirm it would not recommend enforcement action to the Commission under Sections 17(d) and 57(a)(4) of the 1940 Act and rule 17d-1 thereunder if GSAM or a GSAM Affiliate as investment adviser (each an “Adviser” when acting as investment adviser) to a future registered closed-end investment company or a closed-end investment company that elects to be regulated as a business development company (a “BDC”), enters into and carries out the same arrangement with such fund or BDC.

I. Background

[1] “GSAM Affiliate” means a person that is an “affiliated person” of GSAM as defined in Section 2(a)(3) of the 1940 Act. As used herein, each GSAM Affiliate would be either an affiliated person of the Fund, or an affiliated person of such person.

A. The Fund and GSAM

The Fund, a Delaware statutory trust, is registered under the 1940 Act as a non-diversified, closed-end management investment company that seeks to provide broad-based exposure to private investments and to generate long-term capital appreciation. Shares of the Fund are not listed on any securities exchange. The Fund intends to pursue its investment objective by principally investing in private market investments.2

GSAM, an investment adviser registered under the Investment Advisers Act of 1940 (the “Advisers Act”), serves as the Fund’s investment adviser.

The Fund does not intend to commence investment operations, and will not call the aggregate commitments from investors, until the Fund has received and accepted aggregate commitments totaling at least the minimum offering amount set by GSAM in its sole discretion (the “Minimum Offering Requirement”) and the Fund’s board of trustees (the “Board”) has approved the purchase of the Portfolio Investments, as described below.

In the event the Fund does not satisfy the Minimum Offering Requirement by a date certain, a GSAM Affiliate has agreed to purchase shares of the Fund in cash, on the same terms offered to non-affiliated investors, in an amount sufficient to allow the Fund to satisfy the Minimum Offering Requirement (the “Equity Commitment”).3

B. The Warehousing Arrangement

GSAM and the Fund intend to enter into an agreement (the “Facility Agreement”) with an unaffiliated third party (the “Warehouse Party”).4 Under the Facility Agreement, from time to time, GSAM will select and present one or more investment opportunities on behalf of the Fund to the Warehouse Party, and the Warehouse Party may, in its sole discretion, determine to acquire one or more of such investments (each acquired investment, a “Portfolio Investment”). The Portfolio Investments will consist of assets that are consistent with the Fund’s investment objective and strategies. The Fund will only enter into one Facility Agreement in connection with its commencement of operations.5

Under the Facility Agreement, the Warehouse Party agrees to a conditional future disposition of all Portfolio Investments to the Fund upon (i) the Fund’s satisfaction of the Minimum Offering Requirement

[2] Private assets are generally less liquid, more difficult to source, and generally have more limited availability than publicly-traded securities. As a result, where a prospective fund expects to invest in private assets, a warehousing arrangement can allow the fund to launch with a ready portfolio of these private assets, rather than a pool of cash that may not be deployed until an appropriate private asset investment opportunity presents itself. As a result, the shareholders’ investments are put to work immediately and cash drag for early investors can be mitigated or avoided.

[3] The Equity Commitment will be structured in a manner that is in compliance with the 1940 Act and the rules thereunder, and no assurances are being sought with respect to the Equity Commitment or its terms.

[4] In addition to GSAM, to the extent that the Equity Commitment is being provided by a GSAM Affiliate other than GSAM, such GSAM Affiliate will also be a party to the Facility Agreement.

[5] The assurances sought in this letter are limited to warehouse arrangements in connection with a Fund’s commencement of operations only.

and (ii) certain determinations by the Board with respect to the purchase of all of the Portfolio Investments, as further discussed below (collectively, the “Warehouse Conditions”). Any such disposition to the Fund must include all Portfolio Investments acquired pursuant to the Facility Agreement and currently held by the Warehouse Party, excepting any Portfolio Investment (or a portion thereof) that cannot be transferred due to circumstances outside of the control of the Fund, GSAM or any GSAM Affiliate, or the Warehouse Party, for example, if a transfer of a Portfolio Investment was prohibited by law (e.g., where a transfer of the asset is prohibited by sanctions).

The Warehouse Party would hold the Portfolio Investments as owner of record until it disposes of the investments, during which time it may receive some or all of the benefits of ownership (for example, interest payments or dividend income) pursuant to the terms of the Facility Agreement.6

In effecting the Warehousing Arrangement and any acquisition of Portfolio Investments, GSAM will comply with its policies and procedures relating to investment allocation, including with respect to transactions in reliance on the Co-Investment Exemptive Order (as defined below), as discussed in more detail below, as applicable.

After the Fund acquires all of the Portfolio Investments, or after the Board determines not to approve the purchase of the Portfolio Investments, the Facility Agreement will terminate per its terms.

C. Pricing of Portfolio Investments

In connection with the Fund’s acquisition of Portfolio Investments from the Warehouse Party, the Facility Agreement provides that the Fund will acquire the Portfolio Investments at a price equal to the lesser of (x) an amount equal to the aggregate amount the Warehouse Party paid to acquire the Portfolio Investments (i.e., cost), less distributions received by the Warehouse Party (for example, interest payments or dividend income), plus financing fees payable by the Fund to the Warehouse Party, and, if applicable, certain tax and foreign currency-related amounts, or (y) the aggregate fair value of the Portfolio Investments at the time of the Fund’s acquisition of the investments from the Warehouse Party. 7

If, at the time of the Fund’s acquisition, the aggregate fair value of the Portfolio Investments is less than the amount otherwise payable under clause (x) above, then the Facility Agreement will provide that a GSAM Affiliate will pay the difference between the amount payable under clause (y) and the amount

[6] Under the Facility Agreement, the Warehouse Party, as the owner of record of each Portfolio Investment, retains the right to dispose of an investment to a third party prior to the Fund’s determination to acquire the Portfolio Investments. However, the Warehouse Party will not dispose of any Portfolio Investment to a third party that is a GSAM Affiliate prior to a Board determination not to acquire the Portfolio Investments.

[7] Such fair value will be determined by the Adviser in a manner consistent with Section 2(a)(41) of the 1940 Act and Rule 2a-5 thereunder.

The financing fees payable by the Fund may include asset-based charges as well as commitment fees. The financing fees and related terms payable under the Facility Agreement are the product of arms-length negotiation between two unaffiliated parties, (GSAM and/or the GSAM Affiliates, on one hand, and the Warehouse Party, on the other), and, as such, may vary over time given the overall state of the broader credit markets as well as other commercial considerations. As discussed in more detail herein, in connection with the Fund’s purchase of the Portfolio Investments, GSAM and the Board will determine that the financing fees payable by the Fund are reasonable and fair to the Fund and do not involve overreaching of the Fund or its shareholders by any person concerned. otherwise payable under clause (x) to the Warehouse Party.8 If, on the other hand, the fair value of the Portfolio Investments when acquired by the Fund exceeds the amount payable under clause (x) above, the resulting unrealized gain will be accretive to the Fund’s net asset value.

D. Identity of the Warehouse Party and Source of Portfolio Investments

The Warehouse Party will be neither an affiliated person of the Fund as defined in Section 2(a)(3) of the 1940 Act (a “first tier affiliate”), nor an affiliated person of an affiliated person of the Fund (a “second tier affiliate”) (the “CEF Affiliation Restriction”). 9

No Portfolio Investments will be acquired by the Warehouse Party from a first tier affiliate or second tier affiliate of a Fund registered under the 1940 Act (the “CEF Sourcing Restriction”). No Portfolio Investments will be acquired by the Warehouse Party from an account managed by a GSAM Affiliate.

E. Board Oversight and Adviser Determinations

Prior to the Fund’s entry into the Warehousing Arrangement, the Board will approve the Fund’s participation, including any related costs and expenses to be borne by the Fund, after receiving a copy of the Facility Agreement. 10

In connection with the Fund’s purchase of the Portfolio Investments, each of GSAM and the Board will determine that: (a) the terms of the proposed acquisition of the Portfolio Investments, including the consideration to be paid or received, are reasonable and fair to the Fund and do not involve overreaching of the Fund or its shareholders by any person concerned, and (b) the proposed acquisition of the Portfolio Investments is consistent with the best interests of the Fund and is consistent with the Fund’s investment objective and strategies (collectively, with respect to the Board, the “Board Determinations”).

To assist the Board with the Board Determinations, GSAM will provide the Board with reports or other information regarding the Portfolio Investments, including materials in connection with the determinations made by GSAM described above, as well as any other information requested by the Board.

All information presented to the Board in connection with its approval of the Facility Agreement and the Board Determinations will be kept for the life of the Fund and will be subject to examination by the Commission and its staff. The Fund will maintain the records required by Section 57(f)(3) as if it were a BDC, and each of (i) the Board’s approval of the Facility Agreement and (ii) the Board Determinations were approved by the “required majority,” as defined in Section 57(o) of the 1940 Act, of the Fund under Section 57(f). 11

[8] Such payment will be made solely by a GSAM Affiliate, without direct or indirect reimbursement from the Fund.

[9] See Section 17(a) of the 1940 Act (“It shall be unlawful for any affiliated person . . . . or any affiliated person of such a person . . .”).

[10] Under state law, a Fund’s sole initial trustee has the authority to enter into agreements on the Fund’s behalf, which the fully constituted Board will ratify once it has been seated.

[11] Section 57(o) of the 1940 Act defines the term “required majority,” in relevant part, with respect to the approval of a proposed transaction, as both a majority of a BDC’s directors who have no financial interest in the transaction and a majority of such directors who are not interested persons of the BDC. In the case of the

F. Co-Investment Exemptive Order

The Fund relies on an order of the Commission (the “Co-Investment Exemptive Order”)12 granting relief from Sections 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-1 thereunder to permit co-investment transactions among the Fund and certain Affiliated Entities (as defined in the Co-Investment Exemptive Order). If the Warehouse Party acquires a Portfolio Investment in a transaction that would have required reliance on the Co-Investment Exemptive Order had the Fund participated instead of the Warehouse Party, then subsequent to the Fund’s acquisition of such Portfolio Investment, the Fund and GSAM (or a GSAM Affiliate) will comply with the conditions of the Co-Investment Exemptive Order as if the Fund had originally acquired such Portfolio Investment in a transaction in reliance on the Co-Investment Exemptive Order. 13

For any transaction that would require reliance on the Co-Investment Exemptive Order if the Fund were to participate directly, the Adviser (as defined in the Co-Investment Exemptive Order) will only recommend Portfolio Investments to the Warehouse Party that would comply with the Co-Investment Exemptive Order.14 Further, for so long as the Warehouse Party is the owner of record of the Portfolio Investments, the Adviser shall treat the Warehouse Party as if it were the Fund for all purposes under the Co-Investment Exemptive Order, including with respect to the allocation of investment opportunities and dispositions.

GSAM will provide the Board with reports or other information regarding the Portfolio Investments, as requested by the Board and as required under Condition 7 of the Co-Investment Exemptive Order to the extent that the Warehouse Party acquires a Portfolio Investment in a transaction that would have required reliance on the Co-Investment Exemptive Order had the Fund participated instead of the Warehouse Party.

Prior to the Board’s approval of the Fund’s purchase of the Portfolio Investments from the Warehouse Party, the Adviser shall inform the Board of any assets acquired by the Warehouse Party in a transaction that would have necessitated reliance on the Co-Investment Exemptive Order had the Fund participated directly and which had subsequently been disposed of by Affiliated Entities prior to the Fund’s ability to acquire them from the Warehouse Party under the Facility Agreement, including any circumstance in which the Warehouse Party declined to dispose of such asset at the same time as the Affiliated Entities. 15

[11] Fund, which is not a BDC, the trustees that constitute the “required majority” will be determined as if the Fund were a BDC subject to Section 57(o) of the 1940 Act.

[12] Goldman Sachs BDC, Inc., et al. (File No. 812-15711) Release No. IC-35559 (April 25, 2025) (notice), Release No. IC-35597 (May 21, 2025) (order).

[13] In other words, if the Warehouse Party acquires a Portfolio Investment alongside an affiliate of the Fund in a transaction in which the Fund’s direct participation would have been limited by Sections 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-1 thereunder, but would have been permissible in reliance on the Co-Investment Exemptive Order, the Fund, GSAM and GSAM Affiliates will treat the Portfolio Investment as if it were a Co-Investment Transaction under the order.

[14] For example, transactions must comply with the conditions of the Co-Investment Exemptive Order as if the Fund had participated directly.

[15] Under the Facility Agreement, the Warehouse Party has tag along rights with respect to the disposition of any asset acquired under the Facility Agreement. However, the Warehouse Party may choose not to dispose of such asset for its own business purposes.

G. Fund Disclosure

The Fund will disclose, in its initial offering materials: (i) a schedule of investments disclosing all Portfolio Investments acquired under the Facility Agreement, in accordance with Regulation S-X Article 12-12; (ii) the material terms of the Facility Agreement, including the conditions precedent to the Fund’s purchase of the Portfolio Investments and the consequences of those conditions not being satisfied, the nature of the costs of entering into and effecting the Warehousing Arrangement that will be borne by the Fund, and the termination date and conditions for termination of the Warehousing Arrangement and the consequences of any such termination; (iii) the methodology or methodologies used to value the Portfolio Investments at the time the Fund acquires them, including whether an independent valuation firm or pricing service will be engaged; (iv) the treatment of the Portfolio Investments under Section 18 of the 1940 Act; 16 and (v) the material risks and conflicts of interest relating to the Warehousing Arrangement, including: the possibility of dispositions of Portfolio Investments prior to the Fund’s opportunity to acquire them; the potential effect on the Fund’s net asset value if a Portfolio Investment declines in value or becomes impaired prior to acquisition by the Fund; the possibility that the Warehouse Party may acquire overlapping Portfolio Investments with other funds or accounts managed by GSAM or other GSAM Affiliates; and the potential for conflicts of interest as a result of such other funds’ or accounts’ participation. If the Board declines to acquire the Portfolio Investments, the Fund will amend its offering materials to identify the Portfolio Investments the Board declined to acquire, and to state that the Board declined to acquire the assets under the Facility Agreement.

II. Discussion

A. Sections 17(d), 57(a), and 57(i) and Rule 17d-1

Section 17(d) of the 1940 Act generally prohibits first and second tier affiliates of a registered investment company, acting as principal, from effecting any transaction in which the investment company is a joint or joint and several participant, in contravention of rules the Commission may prescribe to limit or prevent participation by the investment company on a basis different from or less advantageous than that of the other participant. Rule 17d-1 generally prohibits participation by a registered investment company and an “affiliated person” in any “joint enterprise or other joint arrangement or profit-sharing plan,” as defined in the rule, without prior approval by the Commission by order upon application.17

B. The Warehousing Arrangement Does Not Raise the Concerns Underlying Sections 17(d) and 57(a)

We do not believe that Section 17(d) of the 1940 Act and Rule 17d-1 thereunder should operate to prevent the Fund and GSAM from entering into the Warehousing Arrangement with the Warehouse Party, including

[16] No assurances are being requested herein with respect to compliance with Section 18 of the 1940 Act or Rule 18f-4 thereunder.

[17] Rule 17d-1(b) provides that, when considering applications under Rule 17d-1, “the Commission will consider whether the participation of such registered or controlled company in such joint enterprise, joint arrangement or profit-sharing plan on the basis proposed is consistent with the provisions, policies and purposes of the [1940 Act] and the extent to which such participation is on a basis different from or less advantageous than that of other participants.”

where the relevant Portfolio Investment was acquired by the Warehouse Party in a transaction that would have necessitated reliance on the Co-Investment Exemptive Order had the Fund participated directly.

Warehousing arrangements, like the one we describe herein, provide several benefits to funds and their prospective investors. For one, arrangements such as the Warehousing Arrangement are generally used as a means of facilitating the initial capital formation and prompt deployment of a newly launched fund’s investor capital. Specifically, warehousing arrangements allow a fund to commence operations with an identified, performing, and more diversified initial portfolio. Moreover, by including a schedule of investments disclosing all investments acquired under a warehousing arrangement in its offering materials, a fund can provide prospective investors with access to additional information regarding the fund and how the fund’s adviser intends to implement its investment objective and strategies.

Conversely, without a warehousing arrangement, it could take significant time for a fund’s adviser to identify appropriate investments and to construct the fund’s portfolio. During this time the uninvested portion of the investors’ cash contributions could materially affect the fund’s performance. This cash deployment phenomenon is commonly called a “J” curve, reflecting the drag that excess cash can have on fund performance after its commencement of operations. Warehousing arrangements are intended to avoid this result. Warehousing arrangements also facilitate the onboarding of a fund with distribution partners, wirehouse platforms, and wealth channels, which often condition access to potential investors on the fund reaching certain capital or portfolio-construction thresholds, thereby allowing the fund to reach scale more efficiently.

We contend the terms and conditions of the Warehousing Arrangement, as described herein, are designed to mitigate concerns that the Fund’s participation, and its subsequent acquisition of Portfolio Investments from the Warehouse Party, risk overreaching by GSAM or any GSAM Affiliate and place the Fund at a disadvantage relative to any other participant, consistent with the purposes underlying Section 17(d). As such, we believe that the Fund’s participation in the Warehousing Arrangement would be on the basis consistent with the provisions, policies and purposes of the 1940 Act, and not on a basis that is different from or less advantageous than that of other participants.

We note a number of features of the Warehousing Arrangement support our contention. Because the Warehouse Party is unaffiliated with the Fund and GSAM, the terms of the Facility Agreement, including the fees to be paid by the Fund thereunder, are the product of arms-length negotiation, and GSAM and the GSAM Affiliates are incentivized to negotiate the best deal they can on behalf of the Fund, as they do not receive any fees in connection with the Fund entering into the Facility Agreement. As Fund expenses, the financing fees payable by the Fund under the Facility Agreement will factor into the Fund’s overall performance, as well as the calculation of the management and incentive fees payable to GSAM. Moreover, the price the Fund pays to acquire the Portfolio Investments is capped at a cost-based formula, and, to the extent this amount exceeds fair value, a GSAM Affiliate will pay the difference.18

The source of Portfolio Investments is similarly restricted to mitigate concerns regarding self-dealing. No Portfolio Investments will be acquired by the Warehouse Party from a first tier affiliate or second tier affiliate of a Fund registered under the 1940 Act. In addition, no Portfolio Investments will be acquired by the Warehouse Party from an account managed by a GSAM Affiliate.

[18] Such payment will be made solely by a GSAM Affiliate, without direct or indirect reimbursement from the Fund.

Prior to the Fund’s acquisition of the Portfolio Investments, the Board will approve or ratify the Fund’s participation in the Facility Agreement and its associated costs. The Board also may cause the Fund not to acquire the Portfolio Investments from the Warehouse Party. In the event that the Board determines not to approve the purchase of the Portfolio Investments, the Warehouse Party may offer GSAM Affiliates or other third parties the opportunity to purchase the Portfolio Investments.

Prior to the acquisition of the Portfolio Investments, the Board must make the Board Determinations and GSAM, as the Fund’s investment adviser, must also determine that such acquisition is in the Fund’s best interest. A Fund’s acquisition of Portfolio Investments from the Warehouse Party would put the Fund in the same or better position than if the Fund directly purchased such Portfolio Investments, except for any financing fees payable by the Fund to the Warehouse Party. Prior to the Board’s determination with respect to the acquisition of the Portfolio Investments, the Adviser will inform the Board of any circumstances in which Affiliated Entities disposed of an asset that the Warehouse Party acquired in a transaction that would have necessitated reliance on the Co-Investment Exemptive Order had the Fund participated directly. Although GSAM expects that such dispositions are likely to be rare, nonetheless this reporting mechanism will provide the Board with the opportunity to consider whether such disposition was in the normal course, as well as any effect such disposition by the Affiliated Entities might have on the desirability of acquiring the Portfolio Investments. To the extent that the Warehouse Party disposes of any Portfolio Investment at a profit, the consideration for such disposition will be applied to reduce the overall purchase price paid by the Fund when acquiring the remaining Portfolio Investments.

The corresponding disposition mechanics if the Warehouse Conditions are not satisfied, are designed so that the Fund is never required to accept Portfolio Investments the Board has not had an opportunity to evaluate, and so that any alternative disposition of the Portfolio Investments to a GSAM Affiliate occurs only after the Board has determined that the Fund’s purchase would not be in its best interest. The requirement that the Fund must acquire all of the Portfolio Investments is intended to foreclose cherrypicking concerns on behalf of the GSAM Affiliates; it is all or nothing. GSAM and GSAM Affiliates have spent significant time and resources in connection with the Fund’s launch, and as such are highly incentivized for it to be successful. The Equity Commitment represents a fallback source of Fund capital. GSAM and the GSAM Affiliates are also incentivized to avoid the need to provide the Equity Commitment backstop, which requires a cash investment into the Fund by a GSAM Affiliate, and is only triggered if the Fund fails to reach the Minimum Offering Requirement.

The GSAM Affiliates take on the risk that the aggregate cost of the Portfolio Investments (plus financing fees associated therewith) will be more than the aggregate fair market value of the Portfolio Investments at the time of acquisition by the Fund from the Warehouse Party. If the aggregate fair value of the Portfolio Investments has declined below the price paid by the Warehouse Party for all of the Portfolio Investments (plus financing fees associated therewith), a GSAM Affiliate bears that cost, not the Fund. If the fair value of the Portfolio Investments has increased since they were acquired by the Warehouse Party above the price paid by the Warehouse Party for all of the Portfolio Investments (plus financing fees associated therewith), the Facility Agreement provides that the Fund can acquire the Portfolio Investments from the Warehouse Party at such lesser amount and any unrealized gain will be accretive to the Fund’s net asset value.

With respect to transactions that would have necessitated reliance on the Co-Investment Exemptive Order had the Fund participated directly, compliance with the conditions of the Co-Investment Exemptive Order will ensure that the risks of overreaching against the Fund are sufficiently mitigated. The Board’s oversight of the Fund’s participation in Co-Investment Transactions, including as required by the Co-Investment Exemptive Order, provides additional protection against the risk of the Fund being overreached. Further, disclosure of the Portfolio Investments to prospective investors in the Fund also makes it less likely that the Fund could be overreached or otherwise treated unfairly.

III. Requested Relief

For the foregoing reasons, GSAM and the Fund respectfully request that the Staff confirm that it will not recommend enforcement action to the Commission under Section 17(d) of the 1940 Act and Rule 17d-1 thereunder if the Fund and GSAM enter into and carry out the Warehousing Arrangement in the manner described in this letter.

We also request the Staff confirm it would not recommend enforcement action to the Commission under Sections 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-1 if a future registered closed-end investment company or a closed-end investment company that elects to be regulated as a BDC managed by an Adviser enters into and carries out the Warehousing Arrangement in the manner described herein. 19

With respect to a future registered closed-end fund advised by an Adviser, for the reasons we state above, we do not believe Section 17(d) of the 1940 Act and Rule 17d-1 thereunder should operate to prevent the fund and the Adviser from entering into the Warehousing Arrangement with the Warehouse Party, including where the relevant Portfolio Investment is acquired by the Warehouse Party in a transaction that would have necessitated reliance on the Co-Investment Exemptive Order if the fund participated directly. We note that the facts and circumstances with respect to any such future registered closed-end fund would be consistent with the statements we make above.

With respect to a BDC, we note Section 57(a)(4), in relevant part, prohibits any person related to a BDC in the manner described in Section 57(b), acting as principal, from knowingly effecting any transaction in which the BDC is a joint or a joint and several participant with such persons in contravention of such rules as the Commission may prescribe for the purpose of limiting or preventing participation by the BDC on a basis less advantageous than that of such person. Section 57(i) of the 1940 Act provides that, pending Commission rulemaking under Section 57(a)(4), the rules under Section 17(d) applicable to registered closed-end investment companies (including Rule 17d-1) apply to transactions subject to Section 57(a) involving a BDC and the persons described in Section 57(b).

For the reasons we state above, we similarly do not believe Section 57(a)(4) of the 1940 Act and Rule 17d- 1 thereunder should operate to prevent an Adviser that advises a future BDC from entering into a Warehousing Arrangement with such BDC and a Warehouse Party, including where the relevant Portfolio Investment was acquired by the Warehouse Party in a transaction that would have necessitated reliance on the Co-Investment Exemptive Order had the BDC participated directly. We note that the facts and circumstances with respect to any such future BDC would be consistent with the statements we make above, except:

• In place of the CEF Affiliation Restriction, the Warehouse Party will not be related to the BDC in the manner described in Section 57(b) of the 1940 Act.20 If the Warehouse Party is related to the BDC in the manner described in Section 57(e) of the 1940 Act, a “required majority” (as defined

[19] With respect to future Warehousing Arrangements, whether involving a closed-end fund or a BDC, it may be the case that such arrangement does not include an Equity Commitment, and in that respect may therefore vary slightly from the facts described herein.

[20] See Section 57(a) of the 1940 Act (“It shall be unlawful for any person who is related to a business development company in a manner described in subsection (b) of this section . . .”).

in Section 57(o) of the 1940 Act) of the Board will take the steps set forth in Section 57(f) of the 1940 Act prior to entry into the Facility Agreement.21

• In place of the CEF Sourcing Restriction, no Portfolio Investments will be acquired by the Warehouse Party from a person related to such BDC in the manner described in Section 57(b) of the 1940 Act. To the extent the Warehouse Party acquires an asset from a person described in Section 57(e) of the 1940 Act, a “required majority” (as defined in Section 57(o) of the 1940 Act) of such fund’s Board will take the steps set forth in Section 57(f) of the 1940 Act prior to the BDC's acquisition of such investment.

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We thank the Staff in advance for its consideration of this request. If you have any questions or would like to discuss any aspect of this letter, please do not hesitate to contact the undersigned.

Sincerely,
Goldman Sachs Asset Management, L.P.

[21] As with a Fund, the sole initial trustee of a BDC has the authority to enter into agreements on the BDC’s behalf. If the initial trustee of a BDC approves a Facility Agreement with a Warehouse Party that is related to the BDC in the manner described in Section 57(e) of the 1940 Act, the trustees that constitute the "required majority" under Section 57(o) will ratify the agreement by taking the steps described in section 57(f) of the 1940 Act once the fully constituted Board has been seated.