SEC Division of Investment Management staff letter: Blackstone Private Credit Fund

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NEW YORK BEIJING BOSTON BRUSSELS HONG KONG HOUSTON LONDON LOS ANGELES LUXEMBOURG PALO ALTO SAN FRANCISCO SÃO PAULO TOKYO WASHINGTON DC June 4, 2026 VIA E-MAIL RE: Request for Staff No-Action Position Under Sections 18(a)(2), 18(c), 18(i) and 61(a) of the Investment Company Act of 1940 with Respect to the Calculation of Sales Charge Caps under BDC Multi-Class Exemptive Order Holly Hunter-Ceci Chief Counsel, Division of Investment Management U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549-0213 Dear Ms. Hunter-Ceci:
We write on behalf of our clients, Blackstone Private Credit Fund (“BCRED” or the “Fund”), Blackstone Private Credit Strategies LLC (“BPCS”) and Blackstone Credit BDC Advisors LLC1 (“BCBA” and, collectively with BCRED and BPCS, the “Requestors”). BCRED is a closed￾end management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). BCRED publicly offers its common shares of beneficial interest on a continuous basis pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”). BPCS and BCBA are both investment advisers registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). BPCS serves as BCRED’s investment adviser and BCBA serves as BCRED’s investment sub-adviser. BCRED’s common shares of beneficial interest are not listed on a securities exchange. BCRED relies on an exemptive order the U.S. Securities and Exchange Commission (the “Commission”) has granted permitting BCRED to offer multiple classes of common shares of 1 Blackstone Credit BDC Advisors LLC, formerly known as GSO Asset Management LLC, is the “Current Investment Adviser” named in the Order (defined below). Blackstone Private Credit Strategies LLC is under common control with Blackstone Credit BDC Advisors LLC, and thus an “Investment Adviser” as defined in the Order.

Simpson Thacher & Bartlett LLP
Chief Counsel, Division of Investment
Management -2- June 4, 2026 beneficial interest (“Common Shares” or “Shares”) (the “Order”).2 BCRED presently offers multiple classes of Common Shares in reliance on the Order. The second paragraph of Section II.2. of the application for the Order states:
Further, any Share of a Fund that is subject to asset-based service or distribution fees shall convert to a class with no asset-based service or distribution fees upon such Share reaching the applicable sales charge cap determined in accordance with FINRA Rule 2310. Applicants intend to calculate the sales charge cap on a per Share basis, such that underwriting compensation paid with respect to each individual Share will not exceed 10% of the offering price of such Share. The Requestors respectfully request assurance that the staff of the Commission’s Division of Investment Management (the “Staff”) will not recommend enforcement action against the Requestors under Sections 18(a)(2), 18(c), 18(i) and 61(a) of the 1940 Act if BCRED relies on the Order by complying with FINRA Rule 2310 but without calculating the Per-Share Cap (as defined below).3 The Requestors also request that the no-action position requested in this letter apply equally to a multi-class BDC that may issue shares on a private placement basis.
I. Background
BCRED must comply with the provisions of Rule 2310 of the Financial Industry Regulatory Authority, Inc. (“FINRA”) Manual (“FINRA Rule 2310”). FINRA Rule 2310 applies to unlisted continuously publicly offered BDCs, like BCRED, because such BDCs’ offerings meet that rule’s definition of a “direct participation program” (“DPP”).4 FINRA Rule 2310 caps the amount of (i) organization and offering expenses at 15% of gross proceeds and (ii) all items of compensation from whatever source payable to underwriters, broker-dealers and affiliates thereof at 10% of gross proceeds (the “FINRA 10% Cap”). In accordance with the representations in the application for the Order, each class of BCRED’s Shares complies with the FINRA 10% Cap. FINRA Rule 2310 and the FINRA 10% Cap apply to unlisted continuously publicly offered BDCs 2 GSO Asset Management LLC and Blackstone Private Credit Fund, 1940 Act Rel. Nos. 34011 (Sept. 14, 2020) (notice) and 34044 (Oct. 6, 2020) (order) (file no. 812-15114). 3 Id.; see also FS Energy and Power Fund and FS/EIG Advisor, LLC, 1940 Act Rel. Nos. 33794 (Jan. 29, 2020) (notice) and 33803 (Feb. 25, 2020) (order) (file no. 812-14383-09). 4 FINRA Rule 2310(a)(4) defines a DPP as “a program which provides for flow-through tax consequences regardless of the structure of the legal entity or vehicle for distribution including, but not limited to, oil and gas programs, real estate programs, agricultural programs, cattle programs, condominium securities, Subchapter S corporate offerings and all other programs of a similar nature, regardless of the industry represented by the program, or any combination thereof. A program may be composed of one or more legal entities or programs but when used herein and in any rules or regulations adopted pursuant hereto the term shall mean each of the separate entities or programs making up the overall program and/or the overall program itself. Excluded from this definition are real estate investment trusts, tax qualified pension and profit sharing plans pursuant to Sections 401 and 403(a) of the Internal Revenue Code and individual retirement plans under Section 408 of that Code, tax sheltered annuities pursuant to the provisions of Section 403(b) of the Internal Revenue Code, and any company including separate accounts, registered pursuant to the [1940 Act].” BDCs, like BCRED, are DPPs because they provide for flow-through tax consequences and do not meet any of the exclusions under the definition.

Simpson Thacher & Bartlett LLP
Chief Counsel, Division of Investment
Management -3- June 4, 2026 regardless of whether they rely on an exemptive order permitting the issuance of multiple classes of common shares. Multi-class BDCs that may issue shares on a private placement basis also currently must comply with FINRA Rule 2310 and the FINRA 10% Cap under the terms of their orders.5 In addition to the FINRA 10% Cap, the application for the Order states that Requestors intend “to calculate the sales charge cap on a per Share basis, such that underwriting compensation paid with respect to each individual Share will not exceed 10% of the offering price of such Share.” We refer to this as the “Per-Share Cap.” The Per-Share Cap is not a FINRA requirement and is solely a representation in the application for the Order that imposes a requirement different and additional to what FINRA Rule 2310 requires. Further, the Per-Share Cap introduces substantial additional operational complexity that is not necessary to achieve the investor protection objectives of FINRA Rule 2310, particularly in light of the absence of a similar per-share cap in multi-class exemptive orders the Commission has issued to registered closed-end management investment companies, and makes reliance on the Order complex and excessively costly and burdensome.
II. Request for Staff No-Action Position
A. The Per-Share Cap is Unnecessary and Excessively Burdensome to Implement Calculating and tracking the FINRA 10% Cap and the Per-Share Cap are entirely separate and distinct exercises. The FINRA 10% Cap applies to the overall offering, which covers successive three-year periods – in other words, each “new” registration statement filed under Rules 415(a)(5)-(6) of the Securities Act is a new offering for purposes of applying and tracking the FINRA 10% Cap. To apply the FINRA 10% Cap, the Requestors must track underwriting compensation paid as a percentage of the gross proceeds of the overall offering, which is a straightforward calculation. When and if the FINRA 10% Cap is hit for a three-year period within the overall offering, all Shares sold in that offering are converted together to a Share class that does not pay ongoing underwriting compensation. This is in stark contrast to how the Requestors must track and apply the Per-Share Cap for over 170,000 accounts. For BCRED, which conducts monthly sales of Common Shares, tracking the Per-Share Cap is not as simple as merely tracking underwriting compensation with respect to total monthly sales. Rather, compliance with the Per-Share Cap entails tracking underwriting compensation on an account-by-account and lot-by-lot basis since underwriting compensation and the velocity of its accrual can vary based on a variety of factors. Factors such as different upfront commissions being paid to financial intermediaries, whether the investor participates in the dividend reinvestment plan and whether the investor has purchased on multiple subscription dates (for example, through an automatic investment plan) add complexity to the tracking of the Per￾Share Cap. Moreover, the conversion process itself becomes an ongoing operational and logistical hurdle in applying the Per-Share Cap, since accounts or lots convert every month, as is the case 5 See, e.g., Ares Core Infrastructure Fund, et al., 1940 Act Rel. Nos. 35494 (Mar. 12, 2025) (notice) and 35523 (Apr. 8, 2025) (order) (file no. 812-15687) (extending multi-class relief to privately offered BDCs).

Simpson Thacher & Bartlett LLP
Chief Counsel, Division of Investment
Management -4- June 4, 2026 for BCRED, as opposed to one mass conversion for all Shares issued in an offering when and if the FINRA 10% Cap is hit. As compared to monitoring compliance with the FINRA 10% Cap, the Per-Share Cap necessitates the creation, distribution and review of significantly more reporting by BCRED and BCRED’s transfer agent to ensure and confirm compliance, and this monitoring must be implemented on a per-account and per-lot basis each month, as opposed to on a class-wide basis. Further, this added transaction volume for BCRED and BCRED’s transfer agent requires distribution partners (i.e., US wirehouses, broker-dealers, etc.) to process conversion transactions on a much more frequent and individualized basis, which is a significant added burden in terms of time and cost for them, as opposed to one mass conversion for all Shares issued in an offering when and if the FINRA 10% Cap is hit. This need for all activity at BCRED to be separately tracked and processed at its distribution partners adds operational strain to such distribution partners’ systems. Ultimately, this extra time, effort and manpower requiring coordination between BCRED and its distribution partners translates into significantly higher administrative expenses to comply with the Per-Share Cap, as compared to the FINRA 10% Cap, which BCRED, and therefore BCRED’s shareholders, bear. The FINRA 10% Cap provides the same investor protections for investors in multi-class BDCs that Rule 2341 of the FINRA Manual (“FINRA Rule 2341”) provides for unlisted continuously offered registered closed-end management investment companies that offer multiple classes of common shares (“Multi-Class CEFs”) pursuant to exemptive relief substantially identical to the Order and for registered open-end management investment companies that offer multiple classes of common shares (“Multi-Class OEFs”). The Commission’s exemptive orders permitting Multi-Class CEFs require compliance with FINRA Rule 2341(d). For Multi-Class CEFs and Multi-Class OEFs with an asset-based sales charge,6 FINRA Rule 2341(d)(2) applies a cap that is based on “total new gross sales (excluding sales from the reinvestment of distributions and exchanges of shares between investment companies in a single complex, between classes of an investment company with multiple classes of shares or between series of a series investment company) plus interest charges on such amount equal to the prime rate plus one percent per annum.” Notably, the Commission’s multi-class exemptive orders for Multi-Class CEFs do not impose a per-share cap concept similar to that contained in the Order.7 This difference results in a competitive disadvantage for multi-class BDCs relative to Multi-Class CEFs, particularly interval funds. For example, when distribution partners are evaluating products to offer to their customers, they may be dissuaded from offering a multi-class BDC when a similar strategy is available in a Multi-Class CEF solely
because of the additional operational burdens described above applicable to a multi-class BDC. 6 BCRED charges an asset-based sales charge on certain classes of its Shares. 7 See, e.g., Blackstone / GSO Floating Rate Enhanced Income Fund et al., 1940 Act Rel. Nos. 32865 (Oct. 23, 2017) (notice) and 32901 (Nov. 20, 2017) (order) (file no. 812-14795), at Section VI of the Application for the Order. The Commission continues to grant multi-class exemptive relief to registered closed-end management investment companies on substantially identical terms. See, e.g., Loomis Sayles Credit Income Opportunities Fund and Loomis, Sayles & Company, L.P., 1940 Act Rel. Nos. 35907 (Jan. 21, 2026) (notice) and 35965 (Feb. 18, 2026) (order) (file no. 812-15865).

Simpson Thacher & Bartlett LLP
Chief Counsel, Division of Investment
Management -5- June 4, 2026
In sum, the Per-Share Cap seems unnecessary in light of the investor protection that the FINRA 10% Cap provides, and the burdens of implementing and complying with the Per-Share Cap, which is additive to what compliance with the FINRA 10% Cap requires, significantly outweigh any arguable investor protection benefit derived from the presence of the Per-Share Cap. B. Adequate Investor Protections Exist Without the Need For the Per-Share Cap The Requestors believe there are sufficient protections relative to the payment of underwriting and distribution-related compensation in place for investors who choose to invest in multi-class BDCs without the need for the Per-Share Cap because of (i) the FINRA 10% Cap and (ii) Rule 12b-1 under the 1940 Act. The FINRA 10% Cap, as discussed above, already protects investors by limiting excessive underwriting compensation.8 The Requestors also note that they view the Per-Share Cap as a representation regarding how they once intended to comply with the FINRA 10% Cap, but that with the benefit of experience they now believe they should not be limited to that one method of compliance. Given the significant burden the Requestors have experienced in implementing the Per-Share Cap, the lack of additional investor protections the Per-Share Cap offers and the availability of other methodologies for complying with the FINRA 10% Cap, the Requestors believe that the Per-Share Cap representation is no longer necessary. For these reasons and the other reasons outlined above, we respectfully request assurance that the Staff will not recommend enforcement action against the Requestors under Sections 18(a)(2), 18(c), 18(i) and 61(a) of the 1940 Act if BCRED relies on the Order by complying with FINRA Rule 2310 but without calculating the Per-Share Cap. The Requestors also request that the no-action position requested in this letter apply equally to a multi-class BDC that may issue shares on a private placement basis.

8
In addition to the FINRA 10% Cap, investor protections are also provided by the applicability of Rule 12b-1 under the 1940 Act to multi-class BDCs. Under the Order, BCRED is required to comply with Rule 12b-1 with respect to the asset-based service and/or distribution fees it charges. This compliance requires, among other things, initial and annual approval by BCRED’s independent board of trustees for plans of distribution adopted pursuant to Rule 12b-1, which adds another meaningful layer of protection for investors.

NEW YORK BEIJING BOSTON BRUSSELS HONG KONG HOUSTON LONDON LOS ANGELES LUXEMBOURG PALO ALTO SAN FRANCISCO SÃO PAULO TOKYO WASHINGTON DC We thank the Staff in advance for its careful consideration of this request. If you have any questions or would like to discuss any of the matters in this letter, please contact me at kenneth.burdon@stblaw.com or Rajib Chanda at rajib.chanda@stblaw.com. Sincerely, __________________________________________ Kenneth E. Burdon cc: Brian Daly, Director, Division of Investment Management, U.S. Securities and Exchange Commission Daniele Marchesani, Assistant Chief Counsel, Division of Investment Management, U.S. Securities and Exchange Commission Leon Volchyok, Esq., Senior Managing Director, Blackstone Lucie Enns, Esq., Managing Director, Blackstone Rajib Chanda, Esq.