No-Action Letter - Goldman Sachs Asset Management, L.P.

RESPONSE OF THE OFFICE OF CHIEF COUNSEL
DIVISION OF INVESTMENT MANAGEMENT

October 29, 2026

Dear Mr. Plutzer,

In your letter dated October 29, 2026, Goldman Sachs Asset Management, L.P. ("GSAM"), as investment adviser to G-X Private Markets (the "Fund"), requests our assurance that we would not recommend enforcement action to the Securities and Exchange Commission (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 its affiliates ("GSAM Affiliates"),[1] and the Fund enter into and carry out the Warehousing Arrangement,[2] as described below. You also request our assurance that we 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 GSAM or a GSAM Affiliate 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 future fund or BDC.

You state that:

• The Fund is registered under the 1940 Act as a closed-end management investment company, and GSAM, the Fund's investment adviser, is registered under the Investment Advisers Act of 1940.
• GSAM and the Fund intend to enter into a Facility Agreement with an unaffiliated Warehouse Party.[3] 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 Portfolio Investments.[4]
• No Portfolio Investments will be acquired by the Warehouse Party from a first- or second-tier affiliate of the Fund (the "CEF Sourcing Restriction"). No Portfolio Investments will be acquired by the Warehouse Party from an account managed by a GSAM Affiliate.
• The Fund will enter into the Facility Agreement only if the Fund's Board of Trustees (the "Board") approves the Facility Agreement, and any related costs and expenses to be borne by the Fund, after receiving a copy of the Facility Agreement.[5]
• Under the Facility Agreement, the Warehouse Party will 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 (e.g., interest payments or dividend income) pursuant to the terms of the Facility Agreement.
• Under the Facility Agreement, the Warehouse Party will agree to a conditional future disposition of all Portfolio Investments to the Fund upon (i) the Fund's satisfaction of the Minimum Offering Requirement (discussed below), and (ii) approval by the Board of the purchase of all of the Portfolio Investments.[6]
• The Facility Agreement provides that the Fund will acquire the Portfolio Investments at a price that does not exceed 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 (e.g., 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.
• The Fund will purchase the Portfolio Investments only if the Board determines that (i) 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 (ii) the proposed acquisition 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 these 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 as described herein, as well as any other information requested by the Board. 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. 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.[7]
• The Fund will disclose in its initial offering materials (i) a schedule of investments disclosing all Portfolio Investments, in accordance with Regulation S-X Article 12-12, (ii) the material terms of the Facility Agreement, (iii) the methodologies used to value the Portfolio Investments, (iv) the treatment of the Portfolio Investments under section 18 of the 1940 Act,[8] and (v) the material risks and conflicts of interest relating to the Warehousing Arrangement, each as described in greater detail in your letter. 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 state that the Board declined to acquire the assets under the Facility Agreement.
• The Fund does not intend to commence investment operations, and will not call the aggregate commitments from investors, until (i) the Fund has received and accepted aggregate commitments totaling at least the Minimum Offering Requirement, and (ii) the Board has made the Board Determinations. In the event the Fund does not satisfy the Minimum Offering Requirement, 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").[9]
• 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.
• All information presented to the Board in connection with 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 of the Fund's trustees under section 57(f).[10]

Additionally, you state that the Fund operates in reliance on an order of the Commission 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 (the "Co-Investment Exemptive Order").[11] With respect to reliance on the Co-Investment Exemptive Order, you state that:

• 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 Co-Investment Transaction.
• For any transaction that would require reliance on the Co-Investment Exemptive Order if the Fund were to participate directly, GSAM will only recommend Portfolio Investments to the Warehouse Party that would comply with the Co-Investment Exemptive Order.[12]
• For so long as the Warehouse Party is the owner of record of the Portfolio Investments, the Adviser will 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 making the Board Determinations, the Adviser will inform the Board of any assets acquired by the Warehouse Party in a transaction that would have required reliance on the Co-Investment Exemptive Order had the Fund participated directly instead of the Warehouse Party 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.

Analysis

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 first- and second-tier affiliates of a registered investment company from participating in, or effecting any transaction in connection with 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.[13]

You assert that section 17(d) of the 1940 Act and rule 17d-1 thereunder should not operate to prevent the Fund and GSAM from entering into the Warehousing Arrangement with the Warehouse Party, including where a Portfolio Investment is acquired by the Warehouse Party in a transaction that would have required reliance on the Co-Investment Exemptive Order if the Fund participated instead of the Warehouse Party. You describe several benefits warehousing arrangements provide new funds and their prospective investors. You state that warehousing arrangements allow a fund to commence operations with an identified, performing, and more diversified initial portfolio, and note that the associated disclosures will 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, you state that it could take significant time for a fund's adviser to identify appropriate investments and to construct the fund's portfolio, potentially resulting in inefficient deployment of investors' capital.[14]

You contend that the Warehousing Arrangement, as described, is designed to mitigate the concerns underlying section 17(d) and rule 17d-1, with the result that the Fund's participation in the Warehousing Arrangement will be on a 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. You note a number of characteristics of the Warehousing Arrangement that function to support this contention, including in particular: (i) the lack of affiliation between the Warehouse Party on the one hand, and the Fund and GSAM on the other; (ii) the sourcing of Portfolio Investments only from parties that are not first- or second-tier affiliates of the Fund and not accounts managed by GSAM affiliates; (iii) the requirement that the Board make the Board Determinations; (iv) the requirement that the Fund must acquire all the Portfolio Investments in any acquisition transaction in connection with the Facility Agreement; (v) the general adherence to the terms and conditions of the Co-Investment Exemptive Order where the Warehouse Party purchases a Portfolio Investment alongside affiliates of the Fund; (vi) the pricing of the Fund's acquisition of the Portfolio Investments from the Warehouse Party; (vii) the disclosure to Fund investors of information about the Portfolio Investments and the Warehousing Arrangement; and (viii) the function of the Equity Commitment to ensure that the Fund has the ability to acquire the Portfolio Investments, if the Board approves such acquisition by making the Board Determinations.

Response

Based on your facts and statements, the staff of the Division of Investment Management would 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 the Warehousing Arrangement described in your letter. This position is limited to a Warehousing Arrangement in connection with the Fund's commencement of operations. This position is also limited to reliance on a co-investment exemptive order that imposes conditions substantially identical to those in the Co-Investment Exemptive Order.[15]

You request that the staff's position also apply with respect to the adviser to and/or GSAM Affiliates of a future registered closed-end management investment company or a future closed-end management investment company that elects to be regulated as a business development company (a "BDC"). With respect to a future registered closed-end fund, you state that the facts and circumstances with respect to such fund would be consistent with your statements described above.[16] With respect to a future BDC, you state that 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). In this regard, with respect to a future Warehousing Arrangement in connection with a BDC's commencement of operations, you state that:

• In place of the CEF Affiliation Restriction, the Warehouse Party will not be related to such BDC in the manner described in section 57(b) of the 1940 Act,[17] and that if the Warehouse Party is related to a fund that is a BDC in the manner 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 entry into the Facility Agreement.[18]
• 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.

We confirm that our no-action position equally applies to a future closed-end fund or BDC, subject to these statements.

Our letter provides our position on enforcement action only and does not provide any legal conclusions on the issues presented. ecause our position is based on all of the facts and statements made in your letter, you should note that any different facts and circumstances might require a different conclusion. This letter reflects the views of the staff. It is not a rule, regulation, or statement of the Commission, and the Commission has neither approved nor disapproved its content. This letter, like all staff statements, has no legal force or effect; it does not alter or amend applicable law, and it creates no new or additional obligations for any person.

Adam M. Large

Senior Special Counsel
Division of Investment Management