As filed with the Securities and Exchange Commission on October 8, 2026

Securities Act File No. 333-[•]

Investment Company Act File No. 811-24224

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM N-2

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933		☒
Pre-Effective Amendment No.		☐
Post-Effective Amendment No.		☐

REGISTRATION STATEMENT

UNDER

THE INVESTMENT COMPANY ACT OF 1940		☒
Amendment No.		☐

 

 

G-X Venture Capital & Growth

(Exact name of registrant as specified in charter)

 

 

200 West Street

New York, New York 10282

212-902-1000

(Address and telephone number, including area code, of principal executive offices)

Curtis A. Tate, Esq.

Goldman Sachs Asset Management, L.P.

200 West Street

New York, New York 10282

(Name and address of agent for service)

 

 

COPIES TO:

William J. Bielefeld, Esq. Alexander C. Karampatsos, Esq. Dechert LLP 1900 K Street, NW Washington, DC 20006 (202) 261-3386		Ryan P. Brizek, Esq. Neesa Patel Sood, Esq. Simpson Thacher & Bartlett LLP 900 G Street, N.W. Washington, DC 20001

 

 

Approximate Date of Commencement of Proposed Public Offering: As soon as practicable after the effective date of this Registration Statement.

 

☐	Check box if the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans.

☒	Check box if any securities being registered on this Form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933 (“Securities Act”), other than securities offered in connection with a dividend reinvestment plan.

☐	Check box if this Form is a registration statement pursuant to General Instruction A.2 or a post-effective amendment thereto.

☐	Check box if this Form is a registration statement pursuant to General Instruction B or a post-effective amendment thereto that will become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act.

☐	Check box if this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction B to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act.

It is proposed that this filing will become effective (check appropriate box):

 

☐	when declared effective pursuant to Section 8(c) of the Securities Act.

☐	immediately upon filing pursuant to paragraph (b) of Rule 486.

☐	on (date) pursuant to paragraph (b) of Rule 486.

☐	60 days after filing pursuant to paragraph (a) of Rule 486.

☐	on (date) pursuant to paragraph (a) of Rule 486.

If appropriate, check the following box:

 

☐	This post-effective amendment designates a new effective date for a previously filed post-effective amendment.

☐	This Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: ______.

☐	This Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: ______.

☐	This Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: ______.

Check each box that appropriately characterizes the Registrant:

 

☒	Registered Closed-End Fund (closed-end company that is registered under the Investment Company Act of 1940 (“Investment Company Act”)).

☐	Business Development Company (closed-end company that intends or has elected to be regulated as a business development company under the Investment Company Act).

☐	Interval Fund (Registered Closed-End Fund or a Business Development Company that makes periodic repurchase offers under Rule 23c-3 under the Investment Company Act).

☐	A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form).

☐	Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act).

☐	Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934 (“Exchange Act”).

☐	If an Emerging Growth Company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act.

☒	New Registrant (registered or regulated under the Investment Company Act for less than 12 calendar months preceding this filing).

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such dates as the Commission, acting pursuant to said Section 8(a), may determine.

 

The information in this preliminary prospectus is not complete and may be changed. The fund may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

SUBJECT TO COMPLETION

Preliminary Prospectus Dated October 8, 2026

PROSPECTUS

G-X VENTURE CAPITAL & GROWTH

[Class I Shares, Class S Shares, and Class D Shares] of

Beneficial Interest

[ ], 2026

 

 

G-X Venture Capital & Growth, a Delaware statutory trust (the “Fund”), is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a non-diversified, closed-end management investment company. The Fund is offering common shares of beneficial interest (the “Shares”).

Investment Objective. The Fund’s investment objective is to provide broad-based exposure to venture capital and growth investments and seek to generate long-term capital appreciation.

Unlisted Closed-End Fund. The Shares are not listed on any securities exchange. To provide shareholders with limited liquidity, the Fund intends to conduct repurchases of Shares quarterly. The Fund intends to offer to repurchase Shares from shareholders in each quarter in an amount up to 2.5% of the Fund’s net asset value (“NAV”), calculated as of the prior calendar quarter end. The Fund’s board of trustees (the “Board”) has complete discretion to determine whether the Fund will engage in any share repurchase, and if so, the terms of such repurchase. No assurances can be given that the Fund will engage in a share repurchase in any given quarter. Goldman Sachs Asset Management, L.P. (“GSAM” or the “Investment Adviser”) currently expects to recommend to the Board that the Fund conduct its first repurchase offer following the second full quarter of Fund operations (or such earlier or later date as the Board may determine). See “Shareholder Guide—How to Sell Shares” for additional discussion of the Fund’s repurchase policies.

Principal Investment Strategies. The Fund pursues its investment objective by principally investing its Managed Assets (as defined below) in venture capital assets and growth investments across Secondary Investments (including Direct Secondary Investments), Continuation Vehicles, and Co-Investments, each as defined below (See “Investment Objective and Strategies”). The Fund will generally invest in such strategies through partnerships, limited liability companies, corporations and other investment companies that are exempt from registration under the 1940 Act, pursuant to Section 3(c)(7) of the 1940 Act or other available exemptions, that primarily hold investments in venture capital, growth and other assets with limited liquidity (“Underlying Private Funds”). The Fund’s investments, including Direct Secondary Investments, may also take the form of equity, debt, convertible equity, other securities or other investment structures (including economic interests acquired through securitizations and derivatives). The Fund’s investment strategy focuses on North America with limited exposure to Latin America, Asia and the rest of the world. Notwithstanding such focus, Underlying Private Funds may be established in various jurisdictions around the world, including Delaware, the Cayman Islands, Bermuda, Jersey, United Kingdom and Luxembourg, among others. The Fund will invest a portion of its assets in liquid investments such as cash and cash equivalents, U.S. Treasuries, money market funds, repurchase agreements and time deposits, broadly syndicated loans, other types of debt securities, including collateralized loan obligations, loan participations, and affiliated and unaffiliated exchange-traded funds with exposure to debt securities (collectively, “Liquid Investments”). The Fund will use these investments to maintain liquidity for the Fund’s Repurchase Offers (as defined below), to satisfy capital call requests by Underlying Private Funds, and to manage cash before investing proceeds into Secondary Investments (including Direct Secondary Investments), Continuation Vehicles, and Co-Investments.

“Managed Assets” means the total assets of the Fund (including any assets attributable to borrowings for investment purposes) minus the sum of the Fund’s accrued liabilities (other than liabilities representing borrowings for investment purposes).

(continued on inside front cover)

An investment in the Fund is speculative with a substantial risk of loss. Investors should consider their investment goals, time horizons and risk tolerance before investing in the Fund. An investment in the Fund is not appropriate for all investors, and the Fund is not intended to be a complete investment program. Before buying any of the Fund’s Shares, you should read the discussion of the principal risks of investing in the Fund, which are summarized in the section entitled “Risks of the Fund – Principal Risks of the Fund” beginning on page 71.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The Shares are not listed on any securities exchange, and no market for the Shares exists or is expected to develop. Accordingly:

 

•

The Fund has no operating history.

 

•

An investment in the Fund is not suitable for investors who need certainty about their ability to access all of the money they invest in the short term.

 

•

No shareholder has the right to require the Fund to redeem his, her or its Shares. The Fund may from time to time offer to repurchase Shares pursuant to written tenders by shareholders. The Investment Adviser generally intends to recommend to the Board (subject to its discretion) that the Fund offer to repurchase Shares from shareholders on a quarterly basis in an amount not to exceed 2.5% of the Fund’s net asset value. No assurances can be given that the Fund will engage in a share repurchase in any given quarter. The Investment Adviser currently expects to recommend to the Board that the Fund conduct its first repurchase offer following the second full quarter of Fund operations (or such earlier or later date as the Board may determine). See “Periodic Repurchase Offers.”

 

•

There is no guarantee that you will be able to sell your Shares at any given time or in the quantity that you desire.

In addition, the Fund’s investments in Underlying Private Funds are subject to a number of risks, including:

 

•

Underlying Private Fund interests are expected to be illiquid, their marketability will likely be restricted and the realization of investments from them will likely take considerable time and/or be costly.

 

•

Some of the Underlying Private Funds in which the Fund invests may have only limited operating histories.

 

•

A shareholder in the Fund will indirectly bear a proportionate share of the fees and expenses of the Underlying Private Funds, in addition to its proportionate share of the expenses of the Fund.

 

•

Less information may be available with respect to the Underlying Private Funds and underlying private company investments.

 

•

The valuations of Underlying Private Funds in which the Fund invests may be based on imperfect information and are subject to inherent uncertainties.

 

•

Due to investments in Underlying Private Funds, the Fund may enter into unfunded commitments representing a significant portion of its assets.

There is no assurance that the Fund will be able to maintain a certain level of distributions to shareholders. The amount of distributions that the Fund may pay, if any, is uncertain. The Fund may pay distributions in significant part from sources that may not be available in the future and that are unrelated to the Fund’s performance, such as from offering proceeds, and borrowings. A portion or all of any distribution of the Fund may consist of a return of capital.

 

		Per Class I Share		Per Class S Share		Per Class D Share		Total
Public offering price		Current NAV		Current NAV		Current NAV		Amount invested at current NAV
Sales load(1)		None		None		None		N/A
Proceeds, after expenses, to the Fund		$ amount invested at current NAV		$ amount invested at current NAV		$ amount invested at current NAV		Amount invested at current NAV

 

(1)

Class I, Class S, and Class D Shares are not subject to front-end sales charges. The minimum initial investment in the Fund by any investor is $25,000 and the minimum additional investment in the Fund by any investor is $10,000. The minimum initial and additional investments may be waived or reduced by Goldman Sachs & Co. LLC (“GS&Co.” or the “Distributor”), at its discretion. While Class I, Class S, and Class D Shares do not impose a front-end sales charge, if you purchase Class I, Class S, and Class D Shares through certain financial intermediaries (“Intermediaries”), they may directly charge you transaction or other fees in such amount as they determine. Please consult your financial intermediary for additional information. For a description of compensation paid to the Distributor by the Fund, see “Shareholder Guide.”

(continued from previous page)

Minimum Offering Requirement. The initial closing of this offering will occur as soon as practicable in the sole discretion of the Investment Adviser upon the receipt and acceptance by the Fund of aggregate commitments totaling at least $[ ] million, as may be amended by the Investment Adviser at its sole discretion (the “Minimum Offering Requirement”). Upon reaching the Minimum Offering Requirement and approval by the Board to purchase the Warehouse Investments (as defined below), the Fund will accept subscriptions on a monthly basis. See “Prospectus Summary – Minimum Offering Requirement” and “Plan of Distribution.”

Eligible Investors. The Fund will sell its Shares only to prospective investors who meet the definition of “qualified client” as defined in Rule 205-3 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The “qualified client” criteria will apply to all investors and will not be waived. Investors meeting these requirements are referred to in this Prospectus as “eligible investors.” See “Eligible Investors.”

This prospectus sets forth concisely the information about the Fund that a prospective investor ought to know before investing. You should read it carefully before you invest, and keep it for future reference. The Fund has filed with the SEC a Statement of Additional Information (“SAI”), dated [ ], 2026, as may be amended, supplemented or restated from time to time, containing additional information about the Fund. The SAI is incorporated by reference into, and is legally considered part of, this prospectus. The Fund also will produce both annual and semi-annual reports that will contain important information about the Fund.

The Fund’s SAI and the annual and semi-annual reports, as well as additional information about the Fund (when available) may be found on the Fund’s websites at dfinview.com/GXVC and at am.gs.com or by calling (312) 655-4419. Information found on the Fund’s websites is not incorporated by reference into this prospectus, and you should not consider that information to be a part of this prospectus.

You should not construe the contents of this Prospectus as legal, tax or financial advice. You should consult with your own professional advisers as to legal, tax, financial, or other matters relevant to the suitability of an investment in the Fund.

You should rely only on the information contained in this Prospectus and the SAI. The Fund has not authorized anyone to provide you with different information. You should not assume that the information provided by this Prospectus is accurate as of any date other than the date shown above.

The Shares do not represent a deposit or an obligation of, and are not guaranteed or endorsed by, any bank or other insured depository institution, and are not federally insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency.

This Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, a security in any jurisdiction or to any person to whom it is unlawful to make such an offer or solicitation in that jurisdiction.

The Goldman Sachs Group, Inc. (or any successor to its business), together with Goldman Sachs & Co. LLC, Goldman Sachs Asset Management, L.P., the Asset Management Division of The Goldman Sachs Group, Inc. and their respective subsidiaries and affiliates are referred to collectively herein as “Goldman Sachs.”

TABLE OF CONTENTS

 

PROSPECTUS SUMMARY			1
FUND FEES AND EXPENSES			49
FINANCIAL HIGHLIGHTS			55
USE OF PROCEEDS			56
THE FUND			57
GENERAL INVESTMENT MANAGEMENT APPROACH			58
INVESTMENT OBJECTIVE AND STRATEGIES			64
PORTFOLIO SECURITIES AND TECHNIQUES			68
RISKS OF THE FUND			71
MANAGEMENT OF THE FUND			95
LEVERAGE			100
WAREHOUSE INVESTMENTS			101
ADDITIONAL INFORMATION ABOUT THE FUND			102
SHAREHOLDER GUIDE			107
TAXATION			122
LEGAL MATTERS			133

 

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FUND FEES AND EXPENSES

General

The Fund shall bear all of its own expenses, including without limitation: the Management and Incentive Fee; the Distribution and Servicing Fee, as applicable; expenses (including financing, due diligence, travel and other costs) related to the acquisition, holding, monitoring and disposition of the Fund’s portfolio investments; accounting, audit and tax preparation fees and expenses; administrative expenses and fees; legal fees and expenses; transfer agency fees and expenses; custody fees and expenses; the costs of any errors and omissions/directors and officers liability insurance or any fidelity bond; printing; mailing; subscription processing and filing fees and expenses and other offering expenses, including costs associated with technology integration between the Fund’s systems and those of the Fund’s participating brokers; reasonable bona fide due diligence expenses of participating brokers supported by detailed and itemized invoices; costs in connection with preparing sales materials and other marketing expenses; design and website expenses, fees to attend retail seminars sponsored by participating brokers, if any; and costs, expenses and reimbursements for travel, meals, accommodations, entertainment and other similar expenses related to meetings or events with prospective investors, brokers, registered investment advisors or financial or other advisors; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Investment Adviser and any custodian or other agent engaged by the Fund; interest expenses; taxes; credit facility commitment fees; other borrowing-related costs; any extraordinary expenses; organizational costs; and such other expenses as may be approved from time to time by the Board.

The Fund will indirectly bear, as applicable, the management fees and carried interest allocations (or equivalent) of the Underlying Private Funds and certain other portfolio investments; the expenses of the Underlying Private Funds and certain other portfolio investments, including without limitation, investment-related expenses, non-investment related interest expense, administrative expenses and fees and disbursements of attorneys and accountants engaged on behalf of the Underlying Private Funds and certain other portfolio investments, and other ordinary and extraordinary expenses.

Depending on the type of Underlying Private Fund, managers of such funds generally charge (a) an annual management fee of between 1.50% and 2.50% of capital committed or invested capital and (b) a performance allocation of between 10% and 25% of net profits. Managers of other portfolio investments may charge similar fees and allocations. These fees and performance allocations, as well as any other expenses incurred by the Underlying Private Funds and other portfolio investments, are negotiated and may vary by manager, and will be passed through to the Fund and thereby to Fund shareholders.

Expense Limitation and Support Agreements

The Investment Adviser has contractually agreed to reduce or limit “Other Operating Expenses” (excluding acquired fund fees and expenses, transfer agency fees and expenses, distribution and service fees, as applicable, taxes, interest, credit facility commitment fees, other borrowing-related costs, brokerage fees, expenses of shareholder meetings, litigation and indemnification, and extraordinary expenses (“Excluded Expenses”)), pursuant to an expense limitation agreement, to [ ]% of the Fund’s average monthly net assets attributed to such class (“Expense Cap”) for a one-year period commencing on the date that the Minimum Offering Requirement is met and the Fund commences operations, and prior to such date, the Investment Adviser may not terminate the arrangement without the approval of the Board. The expense limitation agreement shall continue in effect for successive one-year periods, provided that such continuance is consented to by the Investment Adviser and approved by the Board. Other Operating Expenses are defined below under the “Fee Table.” With respect to each class of Shares, the Fund agrees to repay the Investment Adviser any expenses assumed under the Expense Cap for such class of Shares, provided the repayments do not cause the Fund’s annual operating expenses (excluding Excluded Expenses) for that class of Shares to exceed the expense limitation in place at the time the expenses were reimbursed, or the expense limitation in place at the time the Fund repays the Investment Adviser, whichever is lower. Any such repayments must be made within thirty-six months after the month in which the Investment Adviser incurred the expense.

Except as set forth herein or in another agreement between the Fund and the Investment Adviser, the Investment Adviser will bear all of its costs incurred in providing services to the Fund.

 

49

Management Fee

In consideration of the advisory services provided by the Investment Adviser, the Investment Adviser is entitled to receive a monthly management fee (the “Management Fee”) at an annual rate equal to [ ]% of the Fund’s net assets at the end of the most recently completed calendar month, provided, that, if the Fund calculates its net asset value more frequently than monthly, the Management Fee shall be calculated on the same frequency as the net asset value is calculated. The Management Fee for any partial month will be appropriately prorated.

For purposes of determining the Management Fee payable to the Investment Adviser for any month, the net asset value is calculated after any subscriptions but prior to any repurchases occurring in that month and prior to any reduction for the Management Fee and the Incentive Fee (as defined below) (if applicable) payable to the Investment Adviser for that month.

The Investment Adviser has agreed to waive a portion of the Management Fee in order to achieve an effective management fee rate of [ ]% of the average monthly value of the Fund’s net assets for a one-year period commencing on the date that the Minimum Offering Requirement is met and the Fund commences operations. The Investment Adviser may not terminate the arrangement without the approval of the Board. In addition, the Investment Adviser may waive a portion of its Management Fee in an amount equal to any management fees it earns as an investment adviser to affiliated funds, including any affiliated Underlying Private Funds, in which the Fund invests, from time to time, and may discontinue or modify any such waivers in the future, consistent with the terms of any fee waiver arrangements that may be in place.

Incentive Fee

The Investment Adviser (or, to the extent permitted by applicable law, an affiliate of the Investment Adviser) will be entitled annually to receive an incentive fee (the “Incentive Fee”) for each share class of the Fund in an amount equal to:

 

(a)

First, if the Net Profits (as defined below) for the applicable period exceed the sum of (i) the Hurdle Amount (as defined below) for that period and (ii) the then balance, if any, of the Loss Recovery Account (as defined below), then 100% of Net Profits until the total amount paid to the Investment Adviser equals [ ]% of the sum of (i) the Hurdle Amount for that period and (ii) any accrued Incentive Fee pursuant to this paragraph (a) (any such amount, the “Catch Up”).

 

(b)

Second, to the extent there are remaining Net Profits, [ ]% of such remaining Net Profits.

“Net Profits” shall mean, for each share class of the Fund, the amount by which the sum of (A) the NAV per share as of the end of each fiscal period ending March 31 before giving effect to any accrual to the Incentive Fee and applicable expenses for the Distribution and Servicing Fees and (B) the amount of dividends and other distributions accrued or paid in respect of the Fund during such fiscal period exceeds the NAV per share as of the beginning of such period. “Net Losses” shall mean, for each share class of the Fund, the amount by which the NAV per share as of the beginning of each fiscal period ending March 31 exceeds the sum of (A) the NAV per share as of the end of such fiscal period before giving effect to any accrual to the Incentive Fee and applicable expenses for the Distribution and Servicing Fees, and (B) the amount of dividends and other distributions accrued or paid in respect of the Fund during such fiscal period. Net Profits and Net Losses shall be calculated based on the number of outstanding shares at the end of each fiscal period ending March 31.

“Hurdle Amount” means, for any fiscal period beginning on April 1 (or in the case of the Fund’s first fiscal period, the commencement of operations of the Fund), an amount that results in a [ ]% annualized total return on the NAV of the relevant class of shares, calculated before giving effect to any accrual to the Incentive Fee and applicable expenses for the Distribution and Servicing Fees and adjusted for any dividends and other distributions accrued or paid. The Hurdle Amount is not cumulative and will reset each fiscal period ending March 31.

Except as described in Loss Recovery Account below, any amount by which Net Profits falls below the Hurdle Amount will not be carried forward to subsequent periods.

“Loss Recovery Account” means a memorandum account maintained by the Fund on a per share basis, which will have an initial balance of zero and will be (i) increased upon the close of each fiscal period ending March 31 by the amount of the Net Losses of each share class for the period, before giving effect to any distributions for such period, and (ii) decreased (but not below zero) upon the close of each fiscal period ending March 31 by the amount of the Net Profits for such period. For purposes of the Net Profits, Net Losses and Hurdle Amount calculation, the NAV shall include unrealized appreciation or depreciation of investments and realized income and gains or losses.

 

50

Incentive Fees are accrued monthly and paid annually; provided, however, that any Incentive Fees accrued in the NAV of shares tendered for repurchase throughout each fiscal period ending March 31 will be paid at the time of such repurchase.

Any Incentive Fee payable by the Fund that relates to an increase in value of the Fund’s investments may be computed and paid on gain or income that is unrealized, and the Investment Adviser is not obligated to reimburse the Fund for any part of an Incentive Fee it previously received. If a Fund investment with an unrealized gain subsequently decreases in value, it is possible that such unrealized gain previously included in the calculation of an Incentive Fee will never become realized. Thus, the Fund could have paid an Incentive Fee on income or gain the Fund never received. Further, shareholders may be charged an Incentive Fee on an income and capital appreciation amount that is greater than the income and capital appreciation they may receive from the Fund.

The following is a graphical representation of the calculation of the Incentive Fee:

[Annual Incentive Fee]

Fund’s pre-incentive fee net asset value appreciation/depreciation

 

Payment of Management Fee or Incentive Fee in Shares

The Investment Adviser received exemptive relief from the SEC that permits the Fund to pay the Investment Adviser all or a portion of its Management Fee and/or Incentive Fee, as applicable, in Shares in lieu of paying the Investment Adviser an equivalent amount of such fees in cash. As a condition of the exemptive relief, the Investment Adviser has committed not to sell any such Shares received in lieu of a cash payment of its Management Fee or Incentive Fee, as applicable, for at least 12 months from the date of issuance, except in exceptional circumstances (the “Lock-Up Restrictions”). To the extent the Investment Adviser transfers such Shares to employees of the Investment Adviser, such employees would be bound by the Lock-Up Restrictions in place from when such Shares were first issued to the Investment Adviser.

Further, as a condition of the exemptive relief, for any payment for which the Investment Adviser has elected to receive all or a portion of its Management Fee and/or Incentive Fee in Shares, the Fund will post a notice to that effect on the Fund’s website. Additionally, the Fund will also maintain and make publicly available on the Fund’s website a historical record of how the Investment Adviser was compensated for each payment period during the Fund’s last three fiscal years after its first election of payment in Shares.

Distribution and Servicing Fee and Other Payments

Certain share classes of the Fund pay to the Distributor a distribution and/or service fee, payable monthly in arrears, based on a percentage of the Fund’s aggregate net assets attributed to such share class as set forth below. As used throughout this prospectus, “Distribution and Servicing Fee” shall refer, collectively, to the fee for distribution-related services and the fee for shareholder services. The Distribution and Servicing Fee for any partial month will be appropriately prorated.

 

51

Share Class		Distribution Services		Shareholder Services		Maximum Distribution- Related and Shareholder Services
Class I		[N/A]		[N/A]		[N/A]
Class S		[0.85%]		[0.25%]		[0.85%]
Class D		[0.25%]		[0.25%]		[0.25%]

The Distributor may pay various Intermediaries substantially all of the Distribution and Servicing Fee, which they will use to compensate their representatives for sales and/or support services. The Distributor, or its affiliates, may directly place certain classes of Shares in the Fund, and for such directly-placed shares, will retain all or a portion of the Distribution and Servicing Fee (as applicable).

The Investment Adviser may pay additional compensation out of its own resources (i.e., not Fund assets) to certain Intermediaries for sales and wholesaling support, and also for other services including due diligence support, account maintenance, provision of information and support services, including distribution and marketing support services.

Fee Table

The following table shows estimated Fund expenses as a percentage of Net Assets attributable to each Class of Shares. The purpose of the following table and the example below is to help you understand the fees and expenses that you, as a shareholder, would bear directly or indirectly. Shareholders should understand that some of the percentages indicated in the tables below are estimates and may vary. See “Management of the Fund” and “Additional Information About the Fund— Dividend Reinvestment Plan.” The following table should not be considered a representation of the Fund’s future expenses. Actual expenses may be greater or less than shown.

 

Shareholder Transaction Expenses (as a percentage of the offering price)		Class I				Class S				Class D
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)(1)			None				None				None
Maximum Deferred Sales Charge (Load) on Shares Repurchased (as a percentage of the lower of original purchase price or sales proceeds)			None				None				None
Maximum Repurchase Fee(2)			2.00	%			2.00	%			2.00	%
Dividend Reinvestment Plan Fees(3)
Estimated Annual Expenses (as a percentage of average net assets)(4)
Management Fee(5)			[ ]	%			[ ]	%			[ ]	%
Incentive Fee(6)			0.00	%			0.00	%			0.00	%
Interest Payments on Borrowed Funds(7)			[ ]	%			[ ]	%			[ ]	%
Total Other Expenses			[ ]	%			[ ]	%			[ ]	%
Distribution and/or Servicing Fee			[—]	%			[0.85]	%			[0.25]	%
Other Operating Expenses(8)			[ ]	%			[ ]	%			[ ]	%
Acquired Fund Fees and Expenses(9)			[ ]	%			[ ]	%			[ ]	%
Total Annual Expense Ratio			[ ]	%			[ ]	%			[ ]	%
Fee Waivers and/or Expense Limitation(10)			[ ]	%			[ ]	%			[ ]	%
Total Annual Expense Ratio After Fee Waivers and/or Expense Limitation			[ ]	%			[ ]	%			[ ]	%

 

(1)

Class I, Class S, and Class D Shares are not subject to front-end sales charges. The minimum initial investment in the Fund by any investor is $25,000 and the minimum additional investment in the Fund by any investor is $10,000. The minimum initial and additional investments may be waived or reduced by GS&Co., at its discretion. While Class I, Class S, and Class D Shares do not impose a front-end sales charge, if you purchase Class I, Class S, and Class D Shares through certain financial intermediaries (“Intermediaries”), they may directly charge you transaction or other fees in such amount as they determine. Please consult your Intermediary for additional information. For a description of compensation paid to the Distributor by the Fund, see “Shareholder Guide.”

 

 

52

(2)

A 2.00% early repurchase fee payable to the Fund will be charged with respect to the repurchase of an investor’s Shares at any time prior to the day immediately preceding the one-year anniversary of an investor’s purchase of the Shares (on a “first in-first out” basis). An early repurchase fee payable by an investor may be waived by the Fund, in circumstances where the Board determines that doing so is in the best interests of the Fund and in a manner as will not discriminate unfairly against any investor. The early repurchase fee will be retained by the Fund for the benefit of the remaining investors. See “Shareholder Guide – How to Sell Shares.”

 

(3)	The expenses of administering the Fund’s DRIP are part of the transfer agency fee (which is included in “Other Operating Expenses”).

 

(4)	Assumes average net assets of approximately $[ ] million in the year ending [ ]. There can be no assurance that the Fund will reach such estimated average net assets within this period.

 

(5)

The Fund pays a management fee to the Investment Adviser at an annual rate equal to [ ]% of the Fund’s net assets at the end of the most recently completed calendar month, provided, that, if the Fund calculates its net asset value more frequently than monthly, the Management Fee shall be calculated on the same frequency as the net asset value is calculated.

 

(6)	The Investment Adviser (or, to the extent permitted by applicable law, an affiliate of the Investment Adviser) will be entitled annually to receive an Incentive Fee for each share class of the Fund in an amount equal to:

(a) First, if the Net Profits for the applicable period exceed the sum of (i) the Hurdle Amount for that period and (ii) the then balance, if any, of the Loss Recovery Account, then 100% of Net Profits until the total amount paid to the Investment Adviser equals [ ]% of the Catch Up.

(b) Second, to the extent there are remaining Net Profits, [ ]% of such remaining Net Profits.

Incentive Fees are accrued monthly and paid annually; provided, however, that any Incentive Fees accrued in the NAV of shares tendered for repurchase throughout each fiscal period ending March 31 will be paid at the time of such repurchase. Because the Incentive Fee is speculative, no Incentive Fee is presented for the initial year of operations. See “Incentive Fee.”

 

(7)	These expenses assume no borrowings and represent an estimate of the fees the Fund expects to incur in connection with any credit facility during its first fiscal year including undrawn commitment fees. See “Risks of the Fund—Principal Risks of the Fund—Borrowing” and “Leverage.”

 

(8)	The Other Operating Expenses for the Fund include all other expenses incurred by the Fund, including initial offering and organizational expenses. The Other Operating Expenses are based on estimated amounts for the Fund’s first fiscal year.

 

(9)

“Acquired Fund Fees and Expenses” include the fees and expenses of underlying investment companies in which the Fund invests, including private investment companies traditionally referred to as hedge funds, private equity or venture capital funds. Acquired Fund Fees and Expenses are based on estimated amounts for the first fiscal year and may change significantly over time. Future Acquired Fund Fees and Expenses may be substantially higher or lower because certain fees are based on the performance of the Underlying Private Funds, which may fluctuate over time. Fees and expenses associated with investments in structured finance vehicles or investment companies not traditionally referred to as “hedge funds,” “private equity” or “venture capital funds” —including REITs and CLOs—are not included in Acquired Fund Fees and Expenses above. Nevertheless, such fees and expenses are borne indirectly by the Fund and thus have the effect of reducing the Fund’s return. Acquired Fund Fees and Expenses reflect an underlying investment company’s operating expenses (i.e., management fees, performance-based fees or allocations, administration fees and professional and other direct, fixed fees and expenses). The indirect fees and expenses of the Underlying Private Funds typically range from [ ]% to [ ]% on an annual basis and include management fees, administration fees and professional and other direct, fixed fees and expenses of the Underlying Private Funds. Furthermore, certain Underlying Private Funds may charge investors (such as the Fund) incentive allocations or fees on performance. The “Acquired Fund Fees and Expenses” disclosed above, however, do not reflect any performance or incentive fees or allocations paid by the Underlying Private Funds that are calculated solely on the realization and/or distribution of gains, or on the sum of such gains and unrealized appreciation of assets distributed in kind, as such fees and allocations for a particular period may be unrelated to the cost of investing in the Underlying Private Funds.

 

53

(10)

The Investment Adviser has (i) agreed to waive a portion of the Management Fee in order to achieve an effective management fee rate of [ ]% of the average monthly value of the Fund’s net assets for a one-year period commencing on [the date that the Minimum Offering Requirement is met and the Fund commences operations]; and (ii) contractually agreed to reduce or limit “Other Operating Expenses” (excluding acquired fund fees and expenses, transfer agency fees and expenses, distribution and service fees, as applicable, taxes, interest, credit facility commitment fees, other borrowing-related costs, brokerage fees, expenses of shareholder meetings, litigation and indemnification, and extraordinary expenses (“Excluded Expenses”)), pursuant to an expense limitation agreement to [ ]% of the Fund’s average monthly net assets attributed to such class (the “Expense Cap”) for a one-year period commencing on the date that the Minimum Offering Requirement is met and the Fund commences operations. The expense limitation agreement shall continue in effect for successive one-year periods, provided that such continuance is consented to by the Investment Adviser and approved by the Board. With respect to each class of Shares, the Fund agrees to repay the Investment Adviser any expenses assumed under the Expense Cap for such class of Shares, provided the repayments do not cause the Fund’s annual operating expenses (excluding Excluded Expenses) for that class of Shares to exceed the expense limitation in place at the time the expenses were reimbursed, or the expense limitation in place at the time the Fund repays the Investment Adviser, whichever is lower. Any such repayments must be made within thirty-six months after the month in which the Investment Adviser incurred the expense.

The Investment Adviser may not terminate these arrangements without the approval of the Board.

The purpose of the table above and the examples below is to assist prospective investors in understanding the various costs and expenses shareholders in the Fund will bear directly or indirectly.

Expense Example

The following Example is intended to help you understand the various costs and expenses that you, as a holder of Shares, would bear. The Example assumes that you invest $1,000 in Shares of the Fund for the time periods indicated. The Example also assumes that your investment has a 5% return each year, that all dividends and distributions are reinvested at NAV, and that the Fund’s operating expenses remain the same (except that the Example incorporates any applicable expense limitation arrangement for only the first year).

Although your actual costs may be higher or lower, based on these assumptions your costs would be^(1):

 

1 Year

3 Years

5 Years

10 Years

Class I Shares

$

[

]

$

[

]

$

[

]

$

[

]

Class S Shares

$

[

]

$

[

]

$

[

]

$

[

]

Class D Shares

$

[

]

$

[

]

$

[

]

$

[

]

If, at the end of each period, your Shares are repurchased in full, your costs would be⁽¹⁾:

 

1 Year

3 Years

5 Years

10 Years

Class I Shares

$

[

]

$

[

]

$

[

]

$

[

]

Class S Shares

$

[

]

$

[

]

$

[

]

$

[

]

Class D Shares

$

[

]

$

[

]

$

[

]

$

[

]

 

(1)

The Example should not be considered a representation of future expenses. The example assumes that the estimated “Other Operating Expenses” set forth in the Estimated Annual Expenses table is accurate and that all dividends and distributions are reinvested at NAV. Actual expenses may be greater or less than those shown, and the Fund’s actual rate of return may be greater or less than the hypothetical 5% return assumed in the Example. In addition to the fees and expenses described above, you may also be required to pay transaction or other fees on the purchase of Class [ ] Shares, which are not reflected in the Example. The Example should not be considered a representation of future expenses, and actual expenses may be greater or less than those shown.

 

54

FINANCIAL HIGHLIGHTS

Because the Fund has not commenced operations as of the date of the Prospectus, financial highlights are not available.

 

55

USE OF PROCEEDS

After the Minimum Offering Requirement has been satisfied, under normal market circumstances, the Fund intends to use the net proceeds from this offering to (1) make investments (or, as applicable, make contractual commitments to invest such proceeds) in accordance with the Fund’s investment strategy and policies, (2) reduce any borrowings and repay indebtedness that may be incurred from time to time, and (3) fund repurchases under the Fund’s share repurchase program. The Fund will seek to invest the net proceeds received in this offering as promptly as practicable after receipt thereof and, in any event, generally within 90 days of each subscription closing. However, depending on market conditions and other factors, including the availability of investments that meet the Fund’s investment objective, the Fund may be unable to invest such proceeds within the time period the Fund anticipates. The Fund intends to purchase the Warehouse Investments (as defined below) promptly upon satisfying the Warehouse Conditions (as defined below) as set forth in the section entitled “Warehouse Investments” below. Certain investments may be delayed if suitable opportunities are unavailable at the time or for other reasons, such as the time required to complete venture capital and growth investments (which may be considerable), the time required by Underlying Managers to invest the amounts committed by the Fund, market volatility and lack of liquidity in the markets of suitable investments.

Pending the investment of the proceeds pursuant to the Fund’s investment objective and policies, the Fund may invest a portion of the proceeds of the offering, which may be a substantial portion, in cash and cash equivalents, U.S. Treasuries, money market funds, repurchase agreements, time deposits, broadly syndicated loans, other types of debt securities, including collateralized loan obligations, loan participations, and affiliated and unaffiliated exchange-traded funds with exposure to debt securities. In addition, the Fund may maintain a portion of the proceeds of the continuous offering in cash to meet operational needs. There can be no assurance that the Fund will be able to sell all the Shares it is offering. If the Fund sells only a portion of the Shares it is offering, the Fund may be unable to achieve its investment objective.

 

56

THE FUND

The Fund is a non-diversified, closed-end management investment company registered under the 1940 Act. The Fund was organized as a Delaware statutory trust on [ ], 2026. As a newly organized entity, the Fund has no operating history. The Fund’s investment objective is a non-fundamental policy that may be changed by the Board without prior approval of shareholders. The Fund’s principal office is located at 200 West Street, New York, New York 10282, and its telephone number is (312) 655-4419.

The Fund is managed under the direction of the Board, a majority of the members of which are individuals who are independent of Goldman Sachs. A description of the Board is set forth in the SAI.

 

57

GENERAL INVESTMENT MANAGEMENT APPROACH

Goldman Sachs Asset Management

Goldman Sachs Asset Management, L.P., part of Goldman Sachs’ Asset & Wealth Management Division, serves as the Fund’s investment adviser. The Fund’s investment strategies are managed by the Investment Adviser through XIG. The principal executive offices of GSAM are located at 200 West Street, New York, New York 10282. GSAM has been registered as an investment adviser with the SEC since 1990 and is an indirect, wholly-owned subsidiary of The Goldman Sachs Group, Inc., a bank holding company, and an affiliate of Goldman Sachs.

As of [ ], 2026, GSAM and its advisory affiliates acted as investment adviser in respect of approximately $[ ] trillion in assets (including seed capital and assets under supervision).¹ GSAM offers a full range of equity, fixed income and money market mutual funds, private investment funds and separately managed accounts, and currently serves a wide range of clients including private and public pension funds, endowments, foundations, banks, insurance companies, corporations, private investors and family groups. GSAM has broad experience investing client assets across global markets. Subject to internal information barriers and related limitations, the Fund’s investment team has access to the research and perspectives of other GSAM personnel with specialized expertise in non-U.S. investments. Many of these individuals are based in the firm’s offices outside of the U.S. and thus have local knowledge of markets and industries.

The Fund’s investment strategies are managed by XIG. See “Investment Objective and Strategies” below for detailed information about the Fund’s strategies.

External Investing Group (XIG)

XIG provides investors with investment and advisory solutions across multiple investment strategies, including venture capital, private equity, private credit, real assets, hedge funds, fixed income and public equity. XIG manages globally diversified programs, targeted sector-specific strategies, customized portfolios, and a range of advisory services. Clients of XIG access opportunities through new fund commitments, fund-of-fund investments, strategic partnerships, secondary market investments, co-investments and seed-capital investments. With more than 450 professionals, including approximately 300 investment professionals, across [fifteen] offices around the world, XIG provides manager diligence, portfolio construction, risk management and liquidity solutions to investors, drawing on Goldman Sachs’ market insights and risk management expertise. XIG extends these global capabilities to the world’s leading sovereign wealth funds, pension plans, governments, financial institutions, endowments, foundations and family offices, for which it invests or advises on over $560 billion, as of April 30, 2026, of alternative investments, public equity strategies and fixed income strategies.

XIG started investing in private market strategies in 1996 and has, as of April 30, 2026, raised over $190 billion of committed capital across a range of private market strategies, including venture capital, private equity, private credit, real estate and other private real asset opportunities. XIG has developed a reputation for sourcing a wide array of funds, performing extensive due diligence on these funds, and building well-constructed, risk-managed portfolios for its institutional and high net worth clients. Over the past 29 years, XIG has evaluated over 8,000 primary private market funds, over $2.6 trillion of secondary market investment opportunities and on an annual basis, evaluates more than 300 co-investment opportunities.

XIG manages active relationships with several hundred additional investment managers and believes that its broad experience and relationships should give the Fund an advantage relative to other private market investors in sourcing, assessing and investing in a wide range of attractive portfolio investments.

XIG also believes that its extensive investment experience and the size of its team are critical to XIG’s execution of potential transactions. Furthermore, XIG believes that its broad experience and relationships should give the Fund an advantage relative to other private investors in sourcing, assessing and investing in a wide range of attractive portfolio investments.

1	Assets under supervision includes assets under management and other client assets for which Goldman Sachs does not have full discretion.

 

58

For certain transactions, XIG’s Operational Due Diligence Team (“ODD”) performs independent, risk-based assessments across new and existing asset managers. ODD leverages professionals with backgrounds in compliance,

legal, accounting, and operational risk. The diligence framework is flexible and tailored to in scope investments, assessing controls related to valuation and pricing, systems and service providers, operations and cash controls, fund structure, compliance program and culture, business continuity and cyber security, conflicts of interest, and the capabilities of the non-investment team. ODD may, at its discretion, perform additional procedures as deemed appropriate, and when applicable, may reach out to confirm relationships directly with certain service providers and verify asset balances with fund administrators and counterparties. ODD reviews key documentation, including due diligence questionnaires, audited financial statements, compliance manuals, and fund offering documents, and oversees background checks conducted by the Business Intelligence Group within Goldman Sachs’ compliance department. The Management Assessment & Controls Committee (“MACC”) is a cross-divisional committee with veto authority, responsible for reviewing operational due diligence findings. Co-Investments and Secondary Investments are reviewed using the ODD risk-based methodology, depending on the nature and complexity of the risk profile. The scope, frequency, and nature of ongoing manager interactions and risk-based reviews are determined by a tiered methodology, informed by both idiosyncratic characteristics and dynamic events, and may be adjusted at any time in response to changing circumstances.

Subject to applicable legal, tax, regulatory and internal policy considerations (including information barriers), the Fund will seek to benefit from being affiliated with Goldman Sachs, a worldwide, full-service investment banking, broker-dealer, asset management and financial services organization and a major participant in global financial markets with a broad, global network of corporate and professional relationships. As one of the world’s largest asset management companies, Goldman Sachs enjoys a number of advantages in managing a successful venture capital and growth fund. These advantages include an ability to draw upon its network of relationships in order to access attractive investment opportunities and the resources to employ extensive expertise in evaluating and structuring those investments. This network includes [thirteen] offices with XIG personnel responsible for managing the Fund’s investment strategy, and many knowledgeable professionals who can help source investment opportunities and assist in the due diligence process.

Industry Ventures Team

The “Industry Ventures Team” is a global team within XIG comprised of experienced investment professionals responsible for fund strategies that span the venture capital and technology ecosystem as a dedicated venture and growth strategies team. The Industry Ventures Team is led by a team of seven senior investment professionals leveraging collective expertise as technology entrepreneurs, executive managers and venture capital investors to manage the Industry Ventures Team’s complementary fund strategies and gain diversified investment exposure to venture-backed companies across all stages. This core team has been extremely stable over a long period of time, with senior members of the Industry Ventures Team having worked together for a number of years before joining Goldman Sachs in 2026. The senior investment team is supported by 19 dedicated investment professionals at Industry Ventures and over 70 analysts and associates who work across strategies within XIG and may be staffed on a diverse set of projects spanning several areas of private equity investing, including venture capital. Additionally, the Industry Ventures Team has developed a proprietary data set spanning 25 years of history and including information on over 25,000 companies, providing a competitive advantage in sourcing opportunities, supporting due diligence, and enhancing the management of the existing portfolio.

Platform Differentiators

The Fund’s investment program is powered by the combined institutional scale of Goldman Sachs, the specialized capabilities of the External Investing Group (XIG), and the pioneering venture capital expertise of the Industry Ventures Team. Together, they create a highly differentiated platform designed to solve the access, data, and liquidity challenges historically associated with venture capital and growth equity investing.

The Investment Adviser believes the following distinctive attributes position the Fund as an exceptionally attractive investment opportunity:

1. Deep Knowledge and Pioneering Expertise Across the Venture Lifecycle

The Industry Ventures Team offers a long-standing history of navigating the venture capital and technology ecosystem across numerous market cycles:

 

•

All-Stage Investment Strategy: The platform’s strategy spans the entire venture lifecycle, investing from the earliest seed and early-stage rounds through mid-to-late-stage growth equity, and extending post-VC with a dedicated venture buyout strategy.

 

59

•

Decades of Experience: The team has spent over two decades developing flexible capital solutions to address the evolving needs of GPs, LPs, and technology founders.

 

•

Seasoned and Stable Team: Industry Ventures is among the most experienced managers dedicated exclusively to the venture asset class, with over 25 years of continuous venture capital investing experience among multiple market cycles.

2. Proprietary Database and Information Advantage

In the private markets, information asymmetry is a key driver of outperformance. The Fund leverages a massive, proprietary data engine that seeks to provide a distinct underwriting and pricing advantage:

 

•

The Industry Ventures Dataset: The team maintains a proprietary dataset spanning 25 years of history, tracking detailed operational and financial metrics for over 25,000 companies and more than 800 venture capital and technology-focused funds.

 

•

The XIG Institutional Engine: The team operates within XIG, which oversees more than $500 billion in assets under supervision (AUS) across traditional and alternative strategies. XIG’s institutional database tracks thousands of managers and incorporates insights from evaluating over 8,000 primary private market funds and over $2.6 trillion of secondary market investment opportunities.

 

•

The “Multiplier Effect”: By combining XIG’s macro-level market intelligence with granular, company-level technology data, the Investment Adviser can make highly informed, risk-adjusted underwriting decisions and identify valuation anomalies in the secondary market. This allows the team to run predictive analytics, benchmark company-level valuations, and identify when an LP is selling a high-quality asset at an unwarranted discount.

3. Differentiated Capital and Unparalleled Network Drive Access

Securing access to top-performing managers and breakout companies is heavily constrained in the relationship-driven venture capital asset class. The platform delivers a powerful institutional value proposition to secure proprietary deal flow:

 

•

Value-Added Partner to GPs: The team works with over 325 venture capital firms as a trusted limited partner, liquidity solutions provider, and co-investment partner. GPs view the team as a collaborative partner rather than a competitor, frequently waiving rights of first refusal (ROFR) and granting “first look” access to secondary portfolios and co-investment allocations.

 

•

The Goldman Sachs Franchise Advantage: The Fund benefits from being part of Goldman Sachs Alternatives, a $576 billion platform. This relationship provides the team with early insights into M&A strategies, exposure to over 10,500 underlying VC-backed companies, and a proprietary database of over 25,000 companies.

 

•

Flexible Capital Solutions: The team’s ability to write checks for primary fund commitments, secondary LP interests, GP-led Continuation Vehicles, and direct co-investments allows it to solve complex capitalization and liquidity needs for GPs, LPs, and founders alike.

Investment Process

Industry Ventures Team Process

The Industry Ventures Team follows a systematic process to leverage the investment team’s experience, judgment and network to identify and execute investment opportunities, with an exclusive focus on venture capital assets and the inclusion of early-growth and late-growth stage companies acquired through secondary purchases, direct investments, and pro-rata special purpose vehicles, which is designed to seek to shorten the J-curve and accelerate the time to liquidity. The Industry Ventures Team has tailored this systematic process to uniquely leverage the team’s expertise and resources as applied to Secondary Investments and Co-Investments.

 

60

Sourcing: Secondary Investments

The Fund’s secondary sourcing strategy is proactive and designed to capitalize on the structural inefficiencies of the venture capital and growth equity markets. Sourcing is a key strength of the Industry Ventures investment strategy and involves every member of the Industry Ventures Team, leveraging a multi-channel approach focused on seller outreach and proactive asset targeting. These sourcing efforts result in either immediately actionable proprietary deal flow or relationships that can span multiple years prior to an actionable investment opportunity:

 

•

Limited Partner (LP)-Led Sourcing: The team targets institutional LPs (such as endowments, foundations, family offices, and pension funds) seeking early liquidity or portfolio rebalancing. Sourcing relies on known relationships, allowing the team to secure a “first look” at portfolios before they are broadly marketed.

 

•

General Partner (GP)-Led Sourcing: The team collaborates directly with venture capital GPs to structure fund restructurings, strip sales, and Continuation Vehicles. GPs view the Industry Ventures Team as a preferred, stable partner capable of providing customized liquidity solutions to their existing investor base.

 

•

Direct Company Secondaries & Tender Offers: Sourcing extends to direct company-led liquidity programs. The team partners with late-stage, venture-backed companies to orchestrate structured tender offers for employees, founders, and early angel investors, helping companies clean up their capitalization tables.

 

•

Tech-Enabled Exchanges & Secondary Networks: The team monitors and selectively participates in tech-enabled private secondary exchanges to source smaller, highly targeted direct secondary opportunities in breakout companies.

Sourcing: Co-Investments

The Fund’s co-investment sourcing strategy leverages the combined institutional scale of Goldman Sachs, the specialized venture network of the Industry Ventures Team, and the broader XIG platform’s deep relationships to proactively identify and diligence compelling potential investments:

 

•

The XIG Manager Network: Sourcing draws from XIG’s extensive network of over 1,000 private market managers. This network generates in excess of 300 co-investment opportunities annually, spanning buyout and growth equity transactions. The team leverages the broader firm’s deep network of relationships, exposure to over 10,500 underlying VC-backed companies, and a proprietary database of over 25,000 companies to proactively identify high-conviction, non-controlling direct investments.

 

•

Venture Capital Platform Sourcing: The team actively collaborates with venture capital managers through relationships provided by the broader platform to identify attractive co-investments. This collaboration provides proprietary access to investment opportunities.

Unified Underwriting and Diligence Framework

All potential transactions—whether Secondary Investments, Continuation Vehicles, or Co-Investments—undergo a rigorous, multi-phase institutional underwriting process managed by the applicable deal team and supported by XIG’s Operational Due Diligence (ODD) Team:

 

Sourcing & Screening

➤

Early Read Memo (ERM)

➤

Deep-Dive Underwriting

➤

Valuation & Pricing

➤

LOI & Structuring

➤

IC Approval

➤

Monitoring & Exit

Phase 1: Deal Team Formation & Screening (ERM)

 

61

•

Deal Team Formation: After sourcing a qualified deal, a dedicated deal team is formed consisting of at least one Senior Team member and one or two other investment professionals. To ensure accountability and deep asset familiarity, this deal team maintains strict continuity from the initial Early Read Memorandum (ERM) all the way through post-closing and long-term deal monitoring.

 

•

The ERM Process: The deal team drafts and presents an ERM to the broader investment group.

 

•

Purpose: To introduce the transaction, present the initial investment thesis, flag potential risks, and gain formal support for the deal team to allocate resources toward further due diligence.

 

•

Contents: The ERM typically includes comprehensive background information such as deal dynamics, seller/GP motivations, business description, market overviews, financial statements, capitalization summaries, prior analyses, and any relevant historical interactions.

Phase 2: Underwriting Methodology

The deal team employs a consistent set of underwriting methodologies to price assets, supported by decades of institutional knowledge and experience focused on producing returns and minimizing losses in the venture asset class. Key tenets of this underwriting philosophy include:

 

•

Scale and Growth: The team targets assets with underlying companies operating with high growth rates year-over-year. These metrics are generally beyond the early stage where companies typically fail to find product-market fit.

 

•

Market Leadership and Differentiation: Due diligence is leveraged to identify companies with superior technology, go-to-market strategies, and management teams poised to take market share and grow in excess of market growth rates.

 

•

Large TAM: The team targets fast-growing market leaders operating in a large Total Addressable Market (TAM) that provides a clear runway for several years post-acquisition.

 

•

Sustainability: The highest value is placed on companies that are either operating profitably, at break-even, or are fully financed to grow sustainably using existing resources on their balance sheet.

 

•

Alignment with Existing Shareholders (or LPs): Value is placed on positions in venture-backed companies and funds that feature a professional board of investors, outside directors, and a management team aligned for an exit.

 

•

Multiple Paths to Exit: The team emphasizes investments with exposure to companies that can exit through multiple paths, including:

 

1.

Acquisition by a strategic corporation.

 

2.

Acquisition by a financial sponsor or sponsor-backed company.

 

3.

Initial Public Offering (IPO).

 

4.

Secondary sale.

 

5.

Recapitalization in a subsequent capital raise.

Phase 3: Disciplined Due Diligence & Financial Modeling

 

•

Secondary Underwriting: The deal team adheres to a disciplined due diligence process designed to uncover and analyze key risks. The team builds detailed financial models that specifically characterize the projected risk/return characteristics of each investment opportunity. These models are sensitized to understand various low, base, and upside scenarios.

 

•

Co-Investment Underwriting: The deal team leverages the historical perspectives XIG maintains on any given business. The team builds bottom-up financial models to stress-test the target company’s business plan, growth projections, and exit scenarios. This is supplemented by a detailed review of financial statements, capitalization tables, and competitive analyses. The team also conducts calls with existing investors, management, customers, and investment bankers familiar with the sector. The team models various return scenarios, develops its own perspective on the opportunity, and corroborates its perspective with channel checks and conversations with the manager the Fund is co-investing alongside. This process is supplemented by risk and reputational review, as well as operational, legal, and tax due diligence of an investment.

 

62

•

ODD Integration: For certain transactions, XIG’s ODD Team performs independent, risk-based assessments of the underlying managers, focusing on valuation policies, cash controls, cybersecurity, and compliance infrastructure.

Phase 4: Letter of Intent (“LOI”) Memorandum & Structuring

 

•

The LOI Memorandum: The deal team summarizes and presents its due diligence findings in an LOI Memorandum for review and feedback from the broader investment team. This presentation provides an open forum for the team to:

 

•

Reassess the initial thesis presented in the ERM.

 

•

Review new information uncovered during the due diligence process.

 

•

Discuss any potential questions and concerns.

 

•

Solicit input on the proposed valuation and deal structure.

 

•

LOI Issuance: Following the team’s feedback, the proposed valuation and deal structure are finalized and set forth in a non-binding LOI.

Phase 5: Confirmatory Due Diligence & Closing

 

•

Confirmatory Phase: Once an LOI has been issued and executed, the deal team is responsible for conducting final and confirmatory due diligence in the closing phase, which typically lasts two to four weeks.

 

•

Final Aggregation: Pending the satisfactory completion of this phase, the deal team aggregates their final findings, including finalized terms, and prepares them for formal signatory approval.

Phase 6: Investment Committee (“IC”) Review & Approval

 

•

Final Review: Once an LOI has been issued and executed, the deal team is responsible for conducting final and confirmatory due diligence in the closing phase that typically lasts two to four weeks, where pricing, terms, and structure are finalized. Pending the satisfactory completion of due diligence, the deal team must once again aggregate their findings, including final terms, and present them to the investment committee for formal signatory approval.

 

•

IC Composition: The Investment Committee is comprised of Hans Swildens, two other Managing Directors within the Industry Ventures Team, and a Goldman Sachs legal representative.

 

•

Approval Thresholds:

 

•

Secondary Investments: Each secondary investment requires approval by a majority of the members of the Investment Committee.

 

•

Co-Investments: Due to the concentrated nature of direct investments, co-investment opportunities require unanimous consent of the Investment Committee.

Phase 7: Post-Closing Monitoring & Exit

 

•

Continuous Oversight: The deal team maintains continuity post-closing to actively monitor the portfolio, manage capital calls/distributions, potential add-on opportunities and execute exits.

 

•

Exit Execution: The team actively manages the portfolio to generate liquidity and maximize returns through mergers and acquisitions (“M&A”), initial public offerings (“IPOs”), cash and public security distributions, or opportunistic sales back into the secondary market. A deep understanding of the M&A, IPO, and secondary markets has enabled the team to optimally manage exit events and timing in the venture ecosystem. Where most liquidity events occur through mergers and acquisitions, the Industry Ventures Team believe that the team’s experience and contacts with corporate development executives and managing directors provide the team with an edge in underwriting investments in pursuit of attractive returns.

 

63

INVESTMENT OBJECTIVE AND STRATEGIES

The Fund’s investment objective is to provide broad-based exposure to venture capital and growth investments and seek to generate long-term capital appreciation.

The Fund pursues its investment objective by principally investing its Managed Assets in venture capital assets and growth investments across Secondary Investments (including Direct Secondary Investments), Continuation Vehicles, and Co-Investments. The Fund will generally invest in such strategies through partnerships, limited liability companies, corporations and other investment companies that are exempt from registration under the 1940 Act, pursuant to Section 3(c)(7) of the 1940 Act or other available exemptions, that primarily hold investments in venture capital, growth and other assets with limited liquidity (“Underlying Private Funds”). The Fund’s investments, including Direct Secondary Investments, may also take the form of equity, debt, convertible equity, other securities or other investment structures with high growth characteristics (including economic interests acquired through securitizations and derivatives). The Fund’s investment strategy focuses on North America with limited exposure to Latin America, Asia and the rest of the world. Notwithstanding such focus, Underlying Private Funds may be established in various jurisdictions around the world, including Delaware, the Cayman Islands, Bermuda, Jersey, United Kingdom and Luxembourg, among others.

The Fund’s SAI contains a list of the fundamental (those that may not be changed without shareholder approval) and non-fundamental (if any) investment policies of the Fund under the heading “Investment Restrictions.”

The Investment Adviser’s Strategy

Secondary Investments

The Fund will invest a portion of its assets in one or more assets already acquired and held by a venture capital or growth fund or another investor’s existing interest in a venture capital investment and/or growth investment (“Secondary Investments”). The Investment Adviser will primarily target Secondary Fund Interests (LP-led secondaries), Direct Secondary Investments, and Continuation Vehicles (GP-led secondaries) to provide diversified, mature exposure and mitigate the J-curve effect (each, defined herein).

Secondary Fund Interests. “Secondary Fund Interests” involve the purchase of one or more limited partnership or similar interests in one or multiple private funds. Such purchases may be made through isolated transactions with individual investors in the funds, through tender offers or through transactions with or arranged by the sponsors of the Underlying Private Funds. In these transactions, the secondary investor generally “steps into the shoes” of the seller and assumes the associated rights and obligations of the original investor in the fund(s).

Direct Secondary Investments. “Direct Secondary Investments” involve the purchase of direct (i) ownership interests in companies that have received venture funding and that the Investment Adviser believes are poised to experience high growth, (ii) ownership interests in other issuers with growth characteristics, or (iii) ownership of other assets with similar characteristics. Venture funding is an equity investment in, or a loan made to, a private company that the Investment Adviser believes is poised to experience high growth. The Fund will seek to make non-controlling investments in such companies at various stages, including both early-growth stage and late-stage companies.

Continuation Vehicles. “Continuation Vehicles” are transactions that involve the sale of an asset or assets from one or more existing pooled investment vehicles managed by a portfolio manager to one or more new pooled investment vehicles that are managed by the same portfolio manager. One or more secondary investors will help capitalize the buying vehicles to facilitate these transactions. In this process, the secondary investor(s) will typically assign a valuation to the asset(s) being sold to the new fund vehicles, and the existing fund investors can typically choose to (i) receive liquidity at the assigned valuation for their pro rata share in the asset(s) or (ii) maintain or “roll” their exposure in the asset(s) into the new fund vehicles alongside the secondary investor(s). In addition to providing existing investors an option for liquidity, a Continuation Vehicle transaction enables the portfolio manager to continue to manage the underlying asset(s) being sold to the new fund vehicle and potentially, depending on the transaction, raise additional capital that can be used to pursue strategic initiatives and/or drive growth.

 

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Co-Investments

Venture capital and growth co-investments are made in privately held, venture-backed companies through both direct investments and investment vehicles. Direct investments involve acquiring securities directly from the company, generally alongside other venture and growth investors. Investment vehicles are purpose-built vehicles used to access specific investment opportunities, including oversubscribed financing rounds or investments available through a general partner’s pro rata rights. The Fund currently intends to focus on mid-stage technology companies, but may pursue selected earlier- and later-stage opportunities.

Liquid Investments

The Fund will invest a portion of its assets in more liquid investments (“Liquid Investments”). Liquid Investments may include cash and cash equivalents, U.S. Treasuries, money market funds, repurchase agreements and time deposits, broadly syndicated loans, other types of debt securities, including collateralized loan obligations, loan participations, and affiliated and unaffiliated exchange-traded funds with exposure to debt securities. The Fund will use these investments to maintain liquidity for the Fund’s Repurchase Offers, to satisfy capital call requests by Underlying Private Funds, and to manage cash before investing proceeds into Underlying Private Funds, Secondary Investments (including Direct Secondary Investments), Continuation Vehicles, and Co-Investments.

During normal market conditions, it is generally not expected that the Fund will hold more than 20% of its net assets in Liquid Investments for extended periods of time. For temporary defensive purposes, liquidity management or in connection with implementing changes to the portfolio’s composition as a result of dispositions or other rebalancing activity, or sourcing or allocating the Fund’s investment opportunities, the Fund may hold a higher amount of Liquid Investments. There can be no assurance that the Fund’s investment objective will be achieved or that the Fund’s investment program will be successful.

Prior to raising or investing sufficient capital, the Fund may also invest a greater percentage of assets within Liquid Investments than the Fund otherwise would expect for a fully invested portfolio.

Other Investments

The Fund may, but is not required to, enter into interest rate, foreign exchange or other derivative agreements to hedge interest rate, currency, credit or other risks, but the Fund does not intend to enter into any such derivative agreements for speculative purposes. These hedging activities, which comply with applicable legal and regulatory requirements, may include the use of futures, swaps and forward contracts. The Fund will bear any costs incurred in connection with entering into, administering and settling any such derivative contracts. There can be no assurance any hedging strategy the Fund employs will be successful.

The Industry Ventures Team may opportunistically make primary commitments to third-party funds from time to time.

Additionally, the Fund may also invest in common stock, convertible or non-convertible preferred stock, warrants, and convertible or non-convertible secured or unsecured debt.

Subsidiaries

The Fund may make investments directly or indirectly through one or more wholly-owned subsidiaries (each, a “Subsidiary” and collectively, the “Subsidiaries”), which may be capitalized with debt or equity, including through shareholder loans made by the Fund to such Subsidiary or Subsidiaries, at the discretion of the Fund. The Fund may form a Subsidiary in order to pursue its investment objective and strategies in a manner intended to enable it to comply with certain U.S. federal income tax requirements or for the purpose of facilitating its use of permitted borrowings. Except as otherwise provided, references to the Fund’s investments also will refer to any Subsidiary’s investments. In determining which investments should be bought and sold for a Subsidiary or the Fund, as applicable, the Investment Adviser will treat the assets of the Subsidiary as if the assets were held directly by the Fund. The financial statements of each Subsidiary will be consolidated with those of the Fund. Subsidiaries treated as U.S. corporations for U.S. federal income tax purposes generally will be required to incur entity-level income taxes on their earnings (which may be a material amount), which ultimately will reduce the return to Fund shareholders. The Fund will comply with provisions of Section 8 and Section 18 of the 1940 Act governing capital structure and leverage on an aggregate basis with any Subsidiary. The Fund and any Subsidiary will also comply with provisions of Section 17 of the 1940 Act related to affiliated transactions and custody.

Fundamental Investment Policy

The Fund concentrates its investments in the information technology sector, meaning that, under normal circumstances, it invests 25% or more of its Managed Assets in securities of companies in the information technology group of industries. This policy is fundamental and may not be changed without shareholder approval. The Fund’s SAI contains a list of all of the fundamental and non-fundamental investment policies of the Fund, under the heading “Investment Restrictions.”

 

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Non-Fundamental Investment Policy

Under normal circumstances, the Fund intends to invest at least 80% of its Managed Assets in venture capital investments and growth investments. For purposes of this policy, venture capital and growth investments include Underlying Private Funds, Secondary Investments (including Direct Secondary Investments), Continuation Vehicles, Co-Investments, and equity and debt securities of (or other investment structures that give exposure to) Venture Companies. “Venture Companies” are private companies that have received venture-stage equity or debt funding and that the Investment Adviser believes are poised to experience high growth. Growth investments are investments that the Investment Adviser believes demonstrate strong potential for appreciation in value over time. For purposes of determining the Fund’s compliance with the Fund’s 80% investment policy, the Fund will consider certain publicly offered investment vehicles (including exchange-traded funds (“ETFs”)) as “venture capital investments” or “growth investments,” where the identity of those underlying portfolio securities can be reasonably determined or where the underlying investment vehicle has an 80% investment policy to invest in investments consistent with the investment focus that the Fund’s name suggests. Money market funds, cash, other cash equivalents and U.S. Treasury securities with remaining maturities of one year or less that are held by the Fund in support of unfunded commitments to investment vehicles that are venture capital investments and/or growth investments that the Fund reasonably expects to be called in the future, are counted towards the Fund’s 80% policy with respect to investments in venture capital and growth investments.

This 80% policy is not fundamental and may be changed by the Board upon 60 days’ prior written notice to shareholders, provided that the Fund provides such notice in advance of a Repurchase Offer and such Repurchase Offer is not oversubscribed.

The Fund must review its portfolio investments at least quarterly. If, subsequent to an investment, the Fund identifies that the requirements of its 80% policy are no longer met, the Fund will take action in a manner that will bring it into compliance with its 80% policy within 90 consecutive days.

Use of Leverage

The Fund may employ leverage, including borrowing from banks, in an amount of up to 33 and 1/3% (or in the case of the issuance of Preferred Shares, 50%) of the Fund’s total assets minus liabilities and indebtedness not represented by “senior securities” within the meaning of the 1940 Act, as determined immediately after borrowing. The Fund is authorized to borrow money in connection with its investment activities, subject to the limits of the asset coverage requirement of the 1940 Act. The Fund also may borrow money to satisfy repurchase requests from Fund shareholders and to otherwise provide the Fund with temporary liquidity. The 1940 Act requires a registered investment company to satisfy an asset coverage requirement of 300% of its indebtedness, including amounts borrowed, measured at the time indebtedness occurs. This means that the value of the Fund’s total indebtedness may not exceed one-third of the value of its total assets, including the value of the assets purchased with the proceeds of its indebtedness, at the time of any borrowing.

Other Information Regarding the Investment Strategy

The limitations disclosed in this prospectus that limit the amount of the Fund’s investments in any particular asset class or asset type apply only to the Fund’s direct investments without regard to the investments held by any investment companies or investment vehicles in which the Fund invests.

The Fund may, from time to time, take temporary defensive positions that are inconsistent with the Fund’s principal investment strategies in attempting to respond to adverse market, political or other conditions. For temporary defensive purposes (and to the extent that it is permitted to invest in the following), the Fund may invest up to 100% of its total assets in securities issued or guaranteed by the U.S. government, its agencies, instrumentalities or sponsored enterprises (“U.S. Government Securities”), commercial paper rated at least A-2 by S&P Global Ratings, P-2 by Moody’s Investors Service, Inc. (“Moody’s”) or having a comparable credit rating by another NRSRO (or if unrated, determined by the Investment Adviser to be of comparable credit quality), certificates of deposit, bankers’ acceptances, repurchase agreements, non-convertible preferred stocks and non-convertible corporate bonds with a remaining maturity of less than one year, ETFs and other investment companies and cash items. When the Fund’s assets are invested in such instruments, the Fund may not be achieving its investment objective.

 

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The Fund has no intent to use leverage through issuing Preferred Shares during the next twelve months. However, the Fund may issue Preferred Shares in the future, subject to the asset coverage requirements of the 1940 Act, which generally require that the Fund have asset coverage of at least 200% of the issue size. The Fund may borrow for investment purposes, to fund distributions, for temporary liquidity, or to finance repurchases of its shares, as permitted under applicable law. In addition, the Fund may be deemed to incur economic leverage embedded in instruments in which it may invest, such as derivatives.

The frequency and amount of portfolio purchases and sales (known as the “portfolio turnover rate”) will vary from year to year. The portfolio turnover rate is not expected to exceed 100%, but may vary greatly from year to year and will not be a limiting factor when the Investment Adviser deems portfolio changes appropriate. Although the Fund generally does not intend to trade for short-term profits, the Fund may engage in short-term trading strategies, and securities may be sold without regard to the length of time held when, in the opinion of the Investment Adviser, investment considerations warrant such action. These policies may have the effect of increasing the annual rate of portfolio turnover of the Fund. Short-term trading strategies would likely result in higher transaction costs and may generate short-term capital gains taxable as ordinary income. If securities are not held for the applicable holding periods, dividends paid on them will not qualify for the advantageous federal tax rates. See “Certain Tax Considerations and Risks” in the Fund’s SAI.

There is no assurance what portion, if any, of the Fund’s investments will qualify for the reduced federal income tax rates applicable to qualified dividends under the Code. As a result, there can be no assurance as to what portion of the Fund’s distributions will be designated as qualified dividend income or qualified REIT dividends. See “Taxation.”

The activities and opportunities of the Fund may be restricted or limited from time to time in certain circumstances, which could adversely affect the Fund’s investment program. See “Potential Conflicts of Interest” in the SAI.

There can be no assurance that the Fund will achieve its investment objective or that its investment program will be successful.

 

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PORTFOLIO SECURITIES AND TECHNIQUES

Co-Investments Alongside Goldman Sachs and Other Accounts, and the Relief

Subject to applicable law, the Fund may invest alongside Goldman Sachs and other Accounts. “Accounts” refers to the Fund and other client accounts managed by the Investment Adviser, which may include proprietary accounts of Goldman Sachs. The staff of the SEC has issued no-action relief (the “Relief”) permitting registered investment companies, including the Fund, and business development companies (“BDCs”) to purchase a single class of privately placed securities alongside Goldman Sachs and other Accounts, provided that the Investment Adviser negotiates no term other than price and certain other conditions are met. In certain circumstances, the Fund and such other Accounts (which may include proprietary accounts of Goldman Sachs) can make negotiated co-investments pursuant to the Relief. On May 21, 2025, the SEC granted the Relief to the Investment Adviser, the BDCs advised by the Investment Adviser, and certain other affiliated applicants. If the Investment Adviser forms other funds in the future, the Fund may co-invest alongside such other affiliates, subject to compliance with the Relief, applicable regulations and regulatory guidance, as well as applicable allocation procedures. Any such co-investments are subject to the applicable conditions of the Relief. Under the terms of the Relief, a “required majority” (as defined in Section 57(o) of the 1940 Act) of the Fund’s Independent Trustees must make certain conclusions in connection with certain co-investment transactions, including co-investment transactions in which an affiliate of the Fund is an existing investor in the portfolio company, non-pro rata follow on investments and non-pro rata dispositions of investments, and the Board is required to maintain oversight of the Fund’s participation in the co-investment program.

As a result of the Relief, there could be significant overlap in the Fund’s investment portfolio and the investment portfolios of other Accounts, including, in some cases, proprietary accounts of Goldman Sachs.

If the Investment Adviser identifies an investment and the Fund is unable to rely on the Relief for that particular opportunity, the Investment Adviser will be required to determine which Accounts should make the investment at the potential exclusion of other Accounts. In such circumstances, the Investment Adviser will adhere to its investment allocation policy in order to determine the Account to which to allocate investment opportunities. Accordingly, it is possible that the Fund may not be given the opportunity to participate in investments made by other Accounts.

The Fund may invest alongside other Accounts advised by the Investment Adviser and its affiliates in certain circumstances where doing so is consistent with applicable law and SEC staff guidance and interpretations. For example, the Fund may invest alongside such Accounts consistent with guidance promulgated by the staff of the SEC permitting the Fund and such other Accounts to purchase interests in a single class of privately placed securities so long as certain conditions are met, including that the Investment Adviser, acting on the Fund’s behalf and on behalf of its other clients, negotiates no term other than price. The Fund may also invest alongside the Investment Adviser’s other clients as otherwise permissible under SEC staff guidance and interpretations, applicable regulations and the allocation policy of the Investment Adviser.

For a further explanation of the allocation of opportunities and other conflicts and the risks related thereto, please see “Risks of the Fund—Additional Risks of the Fund—Potential Conflicts of Interest with Other Businesses of Goldman Sachs.”

Expenses are generally allocated to Accounts (including to the Fund) based on whose behalf the expenses are incurred. Where the Fund and one or more other Accounts participate in a particular investment or collectively incur other expenses, the Investment Adviser generally allocates investment-related and other expenses in a manner the Investment Adviser determines to be fair and equitable, which may be pro rata or on a different basis.

The Fund and other Accounts may contract for and incur expenses in connection with certain services provided by third parties, including valuation agents, rating agencies, attorneys, accountants and other professional service providers, while other Accounts that did not contract for such services may not incur such expenses even though they directly or indirectly receive benefit from such services. For example, the work of valuation firms retained by the Fund at the request of the Board benefit certain Accounts that invest in the same assets as the Fund, but because such other Accounts did not request such services, they are not allocated any costs associated therewith. While it is generally expected that the Accounts requesting third-party services will bear the full expense associated therewith, GSAM may in its sole discretion determine to bear the portion of such expenses that would be allocable to the non-requesting Accounts had such Accounts requested the services.

 

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Co-Investments and Secondaries

The Fund expects to make co-investments by leveraging opportunities driven by the Industry Ventures Team’s relationships and directly or indirectly acquire interests in Underlying Private Funds that are held by existing investors, including both early and mature secondaries.

Venture capital co-investing consists of making direct, passive investments into companies and other assets alongside a portfolio manager. A portfolio manager generally sources the underlying transaction and invites potential co-investors to participate in the deal as minority investors. Co-investment opportunities arise for several reasons, but are most often a result of situations where portfolio managers require additional equity capital to complete the acquisition of a company (or other asset) and wish to do so without giving control or material governance rights to another sponsor. To accomplish this, the portfolio manager looks to its base of investors or other parties to provide supplemental equity funding for the transaction.

Co-Investments generally provide more concentrated positions in select assets and are another way for investors to gain access to venture capital market investments. Co-Investments are typically offered in two forms: (i) “co-sponsored” transactions, in which co-investors conduct due diligence and commit capital alongside a portfolio manager ahead of a bid or signing and (ii) syndicated transactions, in which the portfolio manager enters into definitive agreements with respect to a transaction and then looks to transfer, or “syndicate,” a portion of the investment to co-investors. The capabilities needed by co-investors for each type of co-investment are different. Co-sponsored deals require the ability to conduct diligence as information arrives in real time. Syndicated deals tend to be more structured processes with defined timelines. Co-sponsored transactions may also require binding commitment letters at signing, or funding in-line with the underlying deal closing, requiring additional flexibility and reliability on behalf of co-investors.

Private Company Investments

To the extent that the Fund acquires assets directly (i.e., not through a special purpose vehicle, Underlying Private Fund, or other comingled investment vehicle), it may invest a portion of its assets in investments in a limited number of private company investments that the Fund may need to hold for several years. The Fund may invest in equity securities or debt securities, including debt securities issued with warrants to purchase equity securities or that are convertible into equity securities, of private companies.

Debt Securities

The Fund may invest in debt securities of other issuers, including debt securities rated below investment grade (that is, rated Ba or lower by Moody’s, BB+ or lower by S&P or comparably rated by another nationally recognized statistical rating organization (“NRSRO”), or, if unrated, determined by the Investment Adviser to be of comparable credit quality). These securities are commonly called “high yield” or “junk” bonds. The Fund may invest in debt securities without regard for their maturity.

Restricted Securities

The Fund will purchase securities and other financial instruments that are not registered or that are offered in an exempt non-public offering (“Restricted Securities”) under the Securities Act of 1933, as amended (the “Securities Act”), including securities eligible for resale to “qualified institutional buyers” pursuant to Rule 144A under the Securities Act.

The purchase price and subsequent valuation of Restricted Securities may reflect a discount from the price at which such securities trade when they are not restricted, because the restriction makes them less liquid. The amount of the discount from the prevailing market price is expected to vary depending upon the type of security, the character of the issuer, the party who will bear the expenses of registering the Restricted Securities and prevailing supply and demand conditions.

Derivatives

Generally, derivatives are financial contracts whose value depends upon, or is derived from, the value of an underlying asset, reference rate or index, and may relate to individual debt or equity instruments, interest rates, currencies or currency exchange rates and related indexes. The Fund may invest in derivative instruments including without limitation, futures, forwards, swaps and other derivatives for hedging purposes, although suitable derivative instruments may not always be available to the Investment Adviser for these purposes. See “Risks of the Fund—Principal Risks of the Fund—Investments in Derivatives.”

 

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U.S. Government Securities

The Fund may invest in U.S. Government Securities. U.S. Government Securities include U.S. Treasury obligations and obligations issued or guaranteed by U.S. government agencies, instrumentalities or sponsored enterprises. U.S. Government Securities may be supported by (i) the full faith and credit of the U.S. Treasury; (ii) the right of the issuer to borrow from the U.S. Treasury; (iii) the discretionary authority of the U.S. government to purchase certain obligations of the issuer; or (iv) only the credit of the issuer. U.S. Government Securities also include Treasury receipts, zero coupon bonds and other stripped U.S. Government Securities, where the interest and principal components are traded independently. U.S. Government Securities may also include Treasury inflation-protected securities whose principal value is periodically adjusted according to the rate of inflation.

U.S. Government Securities are deemed to include (i) securities for which the payment of principal and interest is backed by an irrevocable letter of credit issued by the U.S. government, its agencies, authorities or instrumentalities; and (ii) participations in loans made to foreign governments or their agencies that are so guaranteed. Certain of these participations may be regarded as illiquid.

U.S. Treasury obligations have historically involved little risk of loss of principal if held to maturity. However, no assurance can be given that the U.S. government will be able or willing to repay the principal or interest when due, or provide financial support to U.S. government agencies, authorities, instrumentalities or sponsored enterprises that issue U.S. Government Securities if it is not obligated to do so by law.

The high and rising national debt may adversely impact the U.S. economy and securities in which the Fund may invest. Moreover, the total amount of debt the Treasury is authorized to incur is subject to a statutory limit. Once the Treasury reaches the debt limit, Congress must raise, extend or otherwise modify the limit to enable the Treasury to incur additional debt to pay the obligations of the U.S. government, including principal and interest payments on certain U.S. Government Securities (such as Treasury bills, notes and bonds). Failure to, or potential failure to, increase the statutory debt limit could: increase the risk that the U.S. government defaults on payments on certain U.S. Government Securities; cause the credit rating of the U.S. government to be downgraded or increase volatility in both stock and bond markets; result in higher debt servicing payments by the U.S. government; reduce prices of Treasury securities; and/or increase the costs of certain kinds of debt.

 

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RISKS OF THE FUND

Principal Risks of the Fund

The following summarizes the principal risks that apply to the Fund and, as applicable, the Underlying Private Funds, and may result in a loss of a shareholder’s entire investment. The Fund should not be relied upon as a complete investment program. There can be no assurance that the Fund will achieve its investment objective. In addition, as the Fund’s investment program develops and changes over time, an investment in the Fund may be subject to additional and different risks or uncertainties.

The Fund’s investment program is speculative and entails substantial risks. The following list of risk factors does not purport to be a complete enumeration or explanation of the risks involved in an investment in the Fund and additional risks or uncertainties may adversely affect the Fund or the value of an investment in the Fund. Prospective investors should read this prospectus and the subscription agreement carefully and consult with their own advisors before deciding whether to invest in the Fund.

The risks of an investment in the Fund arise from, among other things, the risks associated with the Fund’s investments and the risks attendant to the Fund’s ability to achieve its investment objective. An investment in the Fund involves material risks, and each prospective investor should carefully consider these risks in determining whether an investment in the Fund is suitable for such prospective investor. References to the “Fund” in this section include the Fund and/or an Underlying Private Fund, as applicable. The risks applicable to the Fund are presented below in alphabetical order, and not in the order of importance or potential exposure.

Borrowing. The Fund may borrow funds or otherwise utilize leverage for a variety of purposes, subject to the limitations of the 1940 Act as part of the Fund’s investment program, to meet other short-term liquidity needs, including payment of fees and expenses, to satisfy repurchase requests from shareholders, and to facilitate the Fund’s hedging activities. The terms of the indebtedness incurred by the Fund may require the Fund to maintain minimum average balances in connection with borrowings or to pay a commitment or other fee to maintain a line of credit. Either of these requirements would increase the cost of borrowing over the stated interest rate. In addition, the Fund may not be able to negotiate commercially reasonable terms for its indebtedness and may not be able to extend or renew the existing terms when the indebtedness comes due. If the Fund is unable to access additional credit or otherwise has insufficient resources to pay its obligations, it may be forced to sell investments at inopportune times, which may further depress returns. The Fund will be limited in its ability to borrow (or guarantee other obligations) to amounts such that the Fund’s asset coverage ratio (as defined in the 1940 Act) would be less than 300%, calculated at the time of such incurrence (i.e., the value of each of the Fund’s total assets less liabilities other than the principal amount represented by indebtedness must be at least 300% of the principal amount represented by indebtedness at the time of incurrence). The Fund may also utilize indebtedness in excess of such limit for temporary purposes such as the settlement of transactions.

The use of leverage can create risks. Changes in the value of the Fund’s portfolio, including securities bought with the proceeds of leverage, will be borne entirely by the shareholders. If there is a net decrease or increase in the value of the Fund’s investment portfolio, leverage will decrease or increase, as the case may be, the Fund’s NAV to a greater extent than if the Fund did not utilize leverage. The Fund’s leverage strategy may not be successful.

Controlled Portfolio Assets. Underlying Private Funds (alone or together with other investors) may be deemed to have a control position with respect to some portfolio assets, which could expose the Fund (whether directly or indirectly through the applicable Underlying Private Funds) to liabilities not normally associated with minority equity investments, such as additional risks of liability for environmental damage, product defects, failure to supervise management teams, labor violations, violation of governmental regulations and other types of liability in which the limited liability generally characteristic of business operations may be ignored. The Fund may incur similar liability in connection with underlying portfolio assets in which the Fund invests directly.

Co-Investments and Investments in Secondaries. The Fund expects to make co-investments by leveraging opportunities driven by the Industry Ventures Team’s relationships and directly or indirectly acquire interests in Underlying Private Funds that are held by existing investors. The secondary market for venture capital investments and co-investments is competitive, and the availability of, and demand for, deals may fluctuate over time. Even if these investment opportunities are identified, there is no assurance that the Fund’s bids to acquire interests in such investments will be successful; and, upon a successful bid, legal or contractual transfer restrictions, including rights-of-first-refusal, change-of-control, and other similar provisions applicable to such investments (and which may have

 

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been granted in favor of other affiliates of Goldman Sachs or investment vehicles in which they may have invested), may prevent the Fund from acquiring all or a portion of such investments. In addition, the Investment Adviser may not be able to obtain as favorable terms as it would otherwise in a less competitive investment environment. The Fund may incur significant expenses investigating potential investments that are ultimately not consummated, including expenses relating to due diligence, transportation, legal expenses and the fees of other third-party advisors.

The market for secondary interests in private funds is continuing to develop and there can be no assurance as to the number of investment opportunities that will be presented to the Fund. In addition, completing the acquisition of an interest in an Underlying Private Fund generally requires the consent of the general partner of that fund and there is no assurance that the Fund will be able to obtain such consent. 

When the Fund acquires interests from investors in Underlying Private Funds, rather than from the Underlying Private Funds themselves, the Fund may not have the opportunity to negotiate the terms of the interests in the Underlying Private Funds or other special rights or privileges, and such terms may include an obligation requiring the Fund to return distributions related to such investments upon the occurrence of certain circumstances. In some cases, the Fund may have the opportunity to acquire a portfolio of interests in Underlying Private Funds from a seller on an “all or nothing” basis and, in some cases, certain components of such portfolio may be less attractive than others, or the Fund may be less familiar with certain managers than others. Notwithstanding the “all or nothing” basis upon which the investments would be acquired, the Investment Adviser would seek to negotiate the most favorable price possible for the Fund. In addition, the Fund’s performance will be affected by the structure of the acquisition and the terms of the Underlying Private Funds, including regarding tax, legal or regulatory considerations, over which the Fund may have limited control, and the Fund may acquire an interest in Underlying Private Funds that contain terms that are disadvantageous to the Fund for legal, tax or regulatory reasons. 

The Fund’s investments in secondary investments typically will include an unfunded portion where the Fund commits to invest equity in an Underlying Private Fund in the future, as will the Fund’s primary investments in Underlying Private Funds. Similarly, the Fund’s Co-Investments may include an unfunded commitment to invest equity capital in special purpose vehicles or other issuers. These unfunded commitments generally can be drawn at the discretion of the general partner of the Underlying Private Fund or other issuer subject to certain conditions (e.g., notice provisions). At times, the Fund expects that a significant portion of its assets will be invested in Liquid Investments, pending the calling of these unfunded commitments.

Debt Investments Risk. The Fund’s debt investments are subject to liquidity, market value, credit, interest rate and certain other risks. In addition, the Fund cannot assure shareholders that the Investment Adviser will correctly evaluate the nature and magnitude of the various factors that could affect the value and return of the Fund’s debt investments. These risks could be exacerbated to the extent that the Fund’s portfolio is concentrated in one or more particular types of investments or industry sectors or regions.

Prices of the Fund’s debt investments may be volatile and may fluctuate as a result of a variety of factors that are inherently difficult to predict, including changes in interest rates, prevailing credit spreads, general economic conditions, financial market conditions, domestic and international economic or political events, developments or trends in any particular industry, and the financial condition of the issuers or obligors of the investments. Such investments that become non-performing, or defaulted loans or securities may become subject to a workout negotiation or restructuring. This may entail a substantial reduction in the interest rate, a substantial write-down of principal, and a substantial change in the terms, conditions and covenants of these investments. To the extent that defaulted investments are sold, it is unlikely that the sale proceeds will be equal to the amount of unpaid principal and interest thereon. In addition, the Fund may incur additional expenses to the extent it is required to seek recovery upon a default or to participate in the restructuring of a non-performing or defaulted investment. The Fund can offer no assurance as to the levels of defaults and/or recoveries that may be experienced on the investments.

Secured investments may also be subject to the risk that the security interests granted by the obligors in the underlying collateral are not properly or fully perfected in favor of lenders (or their agents). Compounding these risks, the collateral securing the secured investments may be subject to casualty, impairment or devaluation risks.

Debt investment issuers may also be permitted to issue additional indebtedness that would increase the overall leverage and fixed charges to which the issuers are subject. Such additional indebtedness could have structural or contractual priority, either as to specific assets or generally, over the ranking of the investments held by the Fund or could rank on a parity or seniority basis with respect to the Fund’s debt investments. In the event of any default, restructuring or insolvency event of an obligor, the Fund could be subordinated to, or be required to share on a ratable basis with, any recoveries in favor of the holders of such other or additional indebtedness. The Fund’s recoveries may be impaired as a result of the rights of holders of other indebtedness under any intercreditor agreement governing the relative rights of the indebtedness.

 

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The Fund’s debt investments may also have no amortization and limited interim repayment requirements, which may increase the risk that an obligor will not be able to repay or refinance the debt investment when it comes due at its final stated maturity.

Dependence upon the Ability of the Investment Adviser. The Board has delegated to the Investment Adviser the authority to make investment, disposition, and related investment management decisions, including the authority to approve investments, subject to the Relief (as defined herein), and/or all dispositions made by the Fund and to make or provide reserves, provided that the Board may be required to approve certain transactions made in accordance with co-investment exemptive relief. In addition, the Board has delegated to the Investment Adviser the authority to manage many of the affairs of the Fund, including, among others, the right to enforce default remedies, responsibility for maintaining the Fund’s books and records and producing the Fund’s reports, the right to calculate and cause the Fund to make distributions. Shareholders will have no right or power to participate in the management or control of the business of the Fund, and thus must depend solely upon the ability of the Investment Adviser with respect to the Fund’s investments. In addition, shareholders will have no opportunity to evaluate the specific investments made by the Fund or the terms of any investment. Accordingly, the success and failure of the Fund will depend to a significant extent on the viability and performance of the Investment Adviser. In managing and directing the investment programs of the Fund, the Investment Adviser will rely heavily on certain key personnel of Goldman Sachs. Certain key personnel, including members of the Investment Adviser’s investment team, may leave Goldman Sachs or rotate to another group within Goldman Sachs. The departure of any of such key personnel or their inability to fulfill certain duties may adversely affect the ability of the Investment Adviser to effectively implement the investment program of the Fund and may have an adverse impact on the Fund. Changes to the composition of the investment team may occur over time and without notice to the shareholders.

Derivatives and Similar Instruments. The Fund may invest in derivatives and similar instruments, including forwards and swaps, discussed elsewhere in this Prospectus. The use of derivatives and similar instruments may pose risks in addition to and greater than those associated with investing directly in securities, currencies or other assets and instruments and may result in losses due to adverse market movements, depending upon the characteristics of the particular derivative and the Fund’s portfolio as a whole. Investments in derivatives and similar instruments may be illiquid or less liquid, volatile, difficult to price and leveraged so that small changes in the value of the underlying instruments may produce disproportionate losses to the Fund. Certain derivatives are also subject to counterparty risk, which is the risk that the other party in the transaction will not fulfill its contractual obligations, liquidity risk, risks arising from margin requirements, which include the risk that the Fund will be required to pay additional margin or set aside additional collateral to maintain open derivative positions, and operational and legal risks, which include risks related to documentation issues, system failures, inadequate controls, human error and the risk that a party’s obligations would be legally unenforceable. There is no guarantee that the use of derivatives will achieve their intended result.

The Fund generally intends to use derivatives primarily for hedging purposes and not speculative purposes. While hedging transactions may reduce the risks associated with an investment by the Fund, the transactions themselves entail risks (as described above) that are different than those of the investments of the Fund. The success of hedging transactions will be subject to the ability to correctly predict movements in and the direction of currency exchange rates, interest rates and public security prices. In addition, the degree of correlation between price movements of the instruments used in a hedging strategy and price movements in the portfolio positions being hedged may vary.

Pursuant to Rule 18f-4 under the 1940 Act, the Fund’s use of derivatives and other transactions that create future payment or delivery obligations is subject to a value-at-risk (“VaR”) leverage limit and reporting and certain other requirements if the Fund does not qualify as a “limited derivatives user” under Rule 18f-4. A “limited derivatives user” fund is also subject to the derivatives exposure threshold set forth in Rule 18f-4.

Similar to borrowings, derivatives and similar instruments may result in leverage. Borrowing and the use of derivatives and similar instruments may magnify the potential for gains and losses in excess of the initial amount invested. The amount of indebtedness from borrowings may not exceed certain limitations. Certain derivatives transactions, such as reverse repurchase agreements or similar financing transactions, may be treated as borrowings subject to the asset coverage requirements discussed above. Please see “Borrowing” above.

 

 

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In addition, under Rule 18f-4, the Fund is permitted to invest in a security on a when-issued or forward-settling basis (e.g., firm and standby commitments, including to-be-announced commitments, and dollar rolls), or with a non-standard settlement cycle, and the transaction will be deemed not to involve a “senior security,” provided that (i) the Fund intends to physically settle the transaction and (ii) the transaction will settle within 35 days of its trade date. The Fund may otherwise engage in such transactions that do not meet these conditions so long as the Fund treats any such transaction as a “derivatives transaction” for purposes of compliance with Rule 18f-4. Furthermore, under Rule 18f-4, the Fund will be permitted to enter into an unfunded commitment agreement (e.g., capital commitments to invest equity in Underlying Private Funds that can be drawn at the discretion of the Underlying Private Fund’s sponsor), and such unfunded commitment agreement will not be subject to the limits on borrowings as described above, if the Fund reasonably believes, at the time it enters into such agreement, that it will have sufficient cash and cash equivalents to meet its obligations with respect to all such agreements as they come due. The Fund treats purchase price deferrals as unfunded commitment agreements for purposes of Rule 18f-4.

These requirements may limit the ability of the Fund to use derivatives, reverse repurchase agreements and similar financing transactions, delayed-settlement securities and unfunded commitment agreements as part of its investment strategies.

From time to time, the Fund may enter into derivatives or other similar transactions that require the Fund to pledge margin or collateral to a counterparty or clearing member through a margin/ collateral account for and on behalf of the counterparty or clearing member. For operational, cost, regulatory or other reasons, when setting up these arrangements, the Fund may be required to use a margin/collateral account model or naming convention that may not be the most protective option available in the case of a default or bankruptcy by a counterparty or clearing member or that may delay or impair the Fund from fully exercising its rights under the arrangement. In the event of default or bankruptcy by a counterparty or clearing member, the margin or collateral may be subject to legal proceedings and the Fund may be delayed in taking possession of any margin or collateral to which the Fund is legally entitled.

Early Termination of Underlying Private Funds

Should any of the Underlying Private Funds in which the Fund invests terminate or otherwise truncate its investment program earlier than anticipated, the Fund may not invest as much capital as planned. The result could be a failure to achieve a multiple of return on a planned pool of capital, potentially negatively affecting an investor’s portfolio returns.

Effects of Economic Conditions on the Fund and its Investments. The Fund and its investments may be adversely affected by the deterioration of and uncertainty in the financial markets and economic conditions throughout the world, some of which may magnify the risks described in this prospectus and have other adverse effects. These market conditions have resulted in volatility and illiquidity in the global equity, credit and debt markets generally. While these conditions may create increased investment opportunities for the Fund, certain securities may become less liquid, more difficult to value and thus harder to liquidate.

The duration and ultimate effect of market conditions cannot be forecast, nor is it known whether or the degree to which such conditions may improve or worsen. Although the deterioration of market conditions and uncertainty regarding economic markets generally could result in the Fund acquiring investments on more favorable terms, such conditions may also result in declines in the market values of the Fund’s existing investments. Furthermore, the credit markets tend to be volatile and the availability of indebtedness may be difficult to ascertain. As a result, the Fund may be unable to borrow sufficiently. This may have an adverse effect on the Fund’s ability to acquire and dispose of investments as well as on the returns associated with its investments.

Error and Error Correction Policies. The Investment Adviser will report to the Board any material breaches of the Fund’s investment objective, policies or restrictions and any material errors in the calculation of the NAV of the Fund. Depending on the nature and size of an error, corrective action may or may not be required. Corrective action may involve a prospective correction of the NAV. The Investment Adviser’s error policy and the Fund’s NAV error correction policy limit or restrict when corrective action will be taken. As discussed in more detail under the section entitled “How Are Shares Priced?,” the Fund’s portfolio securities may be priced based on quotations for those securities provided by pricing services and non-traded funds which may be priced on a delayed basis. There can be no guarantee that a quotation provided by a pricing service or non-traded fund will be accurate. Each of the Investment Adviser and the Fund may at any time, in its discretion and without notice to shareholders, amend or supplement its error and NAV error correction policies.

 

 

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Foreign Risk. When the Fund invests in foreign securities, it may be subject to risk of loss not typically associated with U.S. issuers. Loss may result because of more or less foreign government regulation; less public information; less stringent investor protections; less stringent accounting, corporate governance, financial reporting and disclosure standards; and less economic, political and social stability in the countries in which the Fund invests. Loss may also result from, among other things, deteriorating economic and business conditions in other countries, including the United States, regional and global conflicts, the imposition of exchange controls (including repatriation restrictions), sanctions, foreign taxes, confiscation of assets and property, trade restrictions (including tariffs), expropriations and other government restrictions by the United States or other governments, higher transaction costs, difficulty enforcing contractual obligations or from problems in share registration, settlement or custody. The type and severity of sanctions and other similar measures, including counter sanctions and other retaliatory actions, that may be imposed could vary broadly in scope, and their impact is impossible to predict. These types of measures may include, but are not limited to, banning a sanctioned country from global payment systems that facilitate cross-border payments, restricting the settlement of securities transactions by certain investors, and freezing the assets of particular countries, entities, or persons. The imposition of sanctions and other similar measures could, among other things, cause a decline in the value and/or liquidity of securities issued by the sanctioned country or companies located in or economically tied to the sanctioned country, downgrades in the credit ratings of the sanctioned country or companies located in or economically tied to the sanctioned country, devaluation of the sanctioned country’s currency, and increased market volatility and disruption in the sanctioned country and throughout the world. Sanctions and other similar measures could limit or prevent the Fund from buying and selling securities (in the sanctioned country and other markets), significantly delay or prevent the settlement of securities transactions, and significantly impact the Fund’s liquidity and performance. The Fund or the Investment Adviser may determine not to invest in, or may limit its overall investment in, a particular issuer, country or geographic region due to, among other things, heightened risks regarding sanctions, repatriation restrictions, confiscation of assets and property, expropriation or nationalization. Geopolitical developments in certain countries in which the Fund may invest have caused, or may in the future cause, significant volatility in financial markets. The Fund will also be subject to the risk of negative foreign currency rate fluctuations, which may cause the value of securities denominated in such foreign currency (or other instruments through which the Fund has exposure to foreign currencies) to decline in value. Currency exchange rates may fluctuate significantly over short periods of time. Foreign risks will normally be greatest when the Fund invests in securities of issuers located in, or otherwise economically tied to, emerging countries.

Geographic Risk. If the Fund focuses its investments in securities of issuers located in a particular country or region, the Fund may be subjected to a greater extent than if investments were less focused, to the risks of volatile economic cycles and/or conditions and developments that may be particular to that country or region, such as: adverse securities markets; adverse exchange rates; adverse social, political, regulatory, economic, business, environmental or other developments; or natural disasters.

Illiquidity of the Fund’s Investments. The Fund’s investments generally will be long-term and highly illiquid. The Fund’s ability to transfer and/or dispose of many of its investments is expected to be restricted (a) under applicable securities, antitrust and competition laws, (b) by the terms of consent and filing requirements of various governmental or regulatory bodies, (c) by other applicable constraints imposed by financial services, investment adviser and antitrust regulators, agencies charged with oversight of financial institutions, investment advisers or similar enterprises and (d) by the terms of the investments and determinations made by the Underlying Manager (as defined below). As a result, the Fund generally will not have control over when it will be able to dispose of such investments or when it will have assets to distribute and the Fund may not be able to dispose of interests in the investments, or dispose of such interests on favorable terms, in either case, even at times when it deems it advisable to do so. Even if the investments of the Fund prove successful, they may not provide a realized return to the shareholders for a period of years. Illiquidity may result from the absence of an established market for the investments, as well as legal or contractual restrictions on their resale by the Fund.

Incentive Fee Risk. The Incentive Fee payable by the Fund to the Investment Adviser may create an incentive for the Investment Adviser to make investments on the Fund’s behalf that are riskier or more speculative than would be the case in the absence of such compensation arrangement.

 

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Any Incentive Fee payable by the Fund that relates to an increase in value of the Fund’s investments will be computed and paid on gain or income that is unrealized, and the Investment Adviser is not obligated to reimburse the Fund for any part of an Incentive Fee it previously received. If a Fund investment with an unrealized gain subsequently decreases in value, it is possible that such unrealized gain previously included in the calculation of an Incentive Fee will never become realized. The Investment Adviser is not obligated to reimburse the Fund for any part of the Incentive Fee it received that was based on unrealized gain never realized as a result of a sale or other disposition of a Fund investment at a lower valuation in the future. Thus, the Fund could have paid an Incentive Fee on income or gain the Fund never received. Further, the Fund’s use of certain investment techniques, such as leverage, may have the effect of increasing the Investment Adviser’s Incentive Fee compensation.

The Incentive Fee is computed and paid on net profits that may include interest that has been accrued but not yet received in cash, such as market discount, debt instruments with payment in kind (“PIK”) interest, preferred stock with PIK dividends and zero coupon securities, in addition to amounts related to unrealized capital appreciation. If there is a default on an investment by the obligor or such capital appreciation is not ultimately realized, it is possible that amounts previously used in the calculation of the Incentive Fee will become uncollectible, and the Investment Adviser will have no obligation to refund any fees it received in respect of such accrued income. In addition, since in certain cases the Fund may recognize net profits before or without receiving cash representing such net profits and have a corresponding obligation to make an Incentive Fee payment, the Fund may have to sell some of its investments at times it would not consider advantageous, raise additional debt or equity capital or reduce new investments to meet its payment obligations.

Information Technology Sector Risk. The stock prices of technology and technology-related companies and therefore the value of the Fund may experience significant price movements as a result of intense market volatility, worldwide competition, consumer preferences, product compatibility, product obsolescence, government regulation, excessive investor optimism or pessimism, or other factors. Because the Fund concentrates its investments in technology and technology-related companies, the Fund’s performance may be substantially different from the returns of the broader market. Many of the products and services offered by technology companies are subject to the risk of short product cycles. Certain technology-related companies may face special risks that their products or services may not prove to be commercially successful. Such companies also may be subject to risks relating to research and development costs and the availability and price of components. As product cycles shorten and manufacturing capacity increases, these companies could become increasingly subject to aggressive pricing and competition, which hampers profitability.

Investment Performance of the Fund and Other Investment Vehicles May Vary Significantly. Goldman Sachs (i) has established, and expects to continue to establish, additional companies, partnerships or other entities, pooled investment vehicles for multiple investors, funds, separate accounts, and other entities, and (ii) includes various business units or divisions, which, in either case, may have, in whole or in part, investment objectives and strategies that may be similar to or overlap with those of the Fund (such entities, business units or divisions are referred to collectively as, “Other Investment Vehicles”). The Fund may at times compete with the Other Investment Vehicles for certain investments and the returns of each of the Other Investment Vehicles will likely differ materially from the returns of the Fund.

The results of the investment activities of the Fund may differ significantly from the results achieved by Goldman Sachs for its own benefit and from the results achieved by Other Investment Vehicles based on the investment strategies employed by such investors.

Subject to applicable law, including the 1940 Act, Other Investment Vehicles and other areas within Goldman Sachs may invest alongside the Fund. In allocating any investment opportunities, the Investment Adviser will consider numerous factors in its discretion. Any such investments made alongside the Fund may or may not be in proportion to the relevant commitments of the investing parties. As a result, investment returns may vary materially among the Fund and Other Investment Vehicles and other areas of Goldman Sachs that invest alongside the Fund.

In certain circumstances, the Fund and other accounts (which may include proprietary accounts of Goldman Sachs) can make negotiated co-investments pursuant to the Relief. On May 21, 2025, the SEC granted the Relief to the Investment Adviser, the BDCs advised by the Investment Adviser, and certain other affiliated applicants. The Relief contains certain conditions and requires the majority of the Fund’s independent trustees to make certain conclusions in connection with certain co-investment transactions, including co-investment transactions in which an affiliate of the Fund is an existing investor in the portfolio company, non-pro rata follow on investments and non-pro rata dispositions of investments, and requires the Board to maintain oversight of the Fund’s participation in the co-investment program. If the Investment Adviser forms other funds in the future, the Fund may co-invest alongside such other affiliates, subject to compliance with the Relief, applicable regulations and regulatory guidance, as well as

 

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applicable allocation procedures. Any such co-investments are subject to the applicable conditions of the Relief. Under the terms of the Relief, a “required majority” (as defined in Section 57(o) of the 1940 Act) of the Fund’s Independent Trustees must reach certain conclusions in connection with certain co-investment transactions, including co-investment transactions in which an affiliate of the Fund is an existing investor in the portfolio company, non-pro rata follow on investments and non-pro rata dispositions of investments, and the Board is required to maintain oversight of the Fund’s participation in the co-investment program. As a result of the Relief, there could be significant overlap in the Fund’s investment portfolio and the investment portfolios of other Accounts, including, in some cases, proprietary accounts of Goldman Sachs.

Investment Risk. The value of the instruments in which the Fund invests may go up or down in response to the prospects of individual companies, particular sectors or governments and/or general economic conditions throughout the world due to increasingly interconnected global economies and financial markets. Price changes may be temporary or last for extended periods. The Fund’s investments may be overweighted from time to time in one or more sub-industries or countries, which will increase the Fund’s exposure to risk of loss from adverse developments affecting those sub-industries or countries. The Fund intends to use leverage, which will magnify the Fund’s investment, market and certain other risks.

Investment Style Risk. Different investment styles (e.g., “growth”) tend to shift in and out of favor depending upon market and economic conditions and investor sentiment. Growth investing is an example of an investment style. Growth companies are often expected by investors to increase their earnings at a certain rate. Growth companies are often valued on the basis of forward-looking metrics such as projected revenue growth, total addressable market, and anticipated profitability. When these projections are not met, or when comparable public-market valuations compress, the fair value of the Fund’s investments may decrease even if the underlying companies continue to grow. The Fund’s focus on growth-oriented investments may cause it to underperform strategies that emphasize more mature, cash-flow-generating, or broadly diversified assets during certain market environments.

Lack of Financial Reporting Related to Non-U.S. Investments; Adverse Non-U.S. Taxes or Other Conditions. The Fund may invest in non-U.S. entities. Because non-U.S. entities are not subject to uniform reporting standards, practices and disclosure comparable with those applicable to U.S. companies, there may be different types of, and lower quality, information available about non-U.S. companies. In particular, the assets and profits appearing on the financial statements of a company may not reflect its financial position or results of operation in the way they would be reflected had such financial statements been prepared in accordance with the U.S. generally accepted accounting principles. This limitation may be particularly true for private investments, where there may be little or no publicly available information about private companies. In addition, financial data related to non-U.S. investments may be affected by both inflation and local accounting standards, and may not accurately reflect the real condition of companies and securities markets. Moreover, the Fund may be subject to tax, reporting and other filing obligations in non-U.S. jurisdictions in which non-U.S. companies reside or operate. In addition, non-U.S. securities markets, particularly in developing countries, may be substantially less liquid and have greater volatility than U.S. securities markets. Furthermore, the Fund, either directly through Co-Investments or indirectly through Underlying Private Funds, may invest a portion of its assets in operating companies organized, headquartered and/or focused on investments outside the United States. Such investments may be subject to certain risks not typically associated with investing in U.S. securities. In addition to the foreign risks described above, there is a possibility at the Fund-level (although not expected at the shareholder-level), an imposition of non-U.S. taxes on income and recognized gains as well as non-U.S. tax filing obligations with respect to such investments.

Large Shareholder Transactions Risk. The Fund may experience adverse effects when certain large shareholders purchase or tender for repurchase large amounts of shares of the Fund. Such large shareholder repurchase requests may cause the Fund to sell portfolio securities at times when it would not otherwise do so, which may negatively impact the Fund’s NAV and liquidity. Similarly, large Fund share purchases may adversely affect the Fund’s performance to the extent that the Fund is delayed in investing new cash or otherwise maintains a larger cash position than it ordinarily would. These transactions may also accelerate the realization of taxable income to shareholders if such sales of investments resulted in gains, and may also increase transaction costs. In addition, large repurchase requests could result in the Fund’s current expenses being allocated over a smaller asset base, leading to an increase in the Fund’s expense ratios. While the Fund’s structure as a tender offer fund would limit the impact of significant shareholder repurchase requests, shareholders may receive only a prorated portion of their requested repurchase amount if the Fund’s periodic Repurchase Offers are oversubscribed.

 

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Further, an affiliate of the Investment Adviser may in the future determine to make an investment of capital in the Fund or, pursuant to exemptive relief, receive Shares of the Fund as compensation under the Investment Management Agreement. As a result, the Investment Adviser’s affiliate may own a substantial amount of the Fund’s outstanding Shares. The Investment Adviser’s affiliate may periodically elect to tender any or all of its Shares for repurchase pursuant to the Fund’s periodic Repurchase Offers. Any such tenders by the Investment Adviser’s affiliate could have a negative impact on the Fund, including on the Fund’s liquidity, and could reduce the opportunity for other shareholders to tender the full amount of their Shares in a given offering.

Legal, Tax and Other Regulatory Risks. Legal, tax and regulatory changes could occur that may adversely affect the Fund and its investment results, and/or some or all of the shareholders. Recent economic events have given rise to a political climate that may result in the Investment Adviser and the Fund becoming subject to increased regulatory scrutiny and/or entirely new legal, tax or regulatory regimes both within the United States and in other countries in which the Fund may directly or indirectly invest. The Fund may be adversely affected as a result of new or revised legislation, or regulations imposed by the SEC, CFTC, IRS, Federal Reserve, other U.S. or non-U.S. tax or governmental regulatory authorities or self-regulatory organizations that supervise the financial markets.

The Fund and/or some or all of the shareholders also may be adversely affected by changes in the interpretation or enforcement of existing laws and rules by these governmental authorities and self-regulatory organizations. It is not possible to determine the extent of the impact of any new or revised laws, regulations or initiatives that may be proposed, or whether any of the proposals will become law. Compliance with any new laws or regulations could be more difficult and expensive, and may have a material adverse effect on the Fund and/or some or all of the shareholders.

The regulation of alternative investment management companies and investment funds (including venture capital funds and hedge funds) is evolving, and changes in the regulation of alternative investment management companies and investment funds may adversely affect the ability of the Fund to pursue its investment objective or the value of the Fund’s investments. In addition, from time to time the market for venture capital transactions has been adversely affected by regulatory pressures on providers of financing to reduce or eliminate their exposure to such transactions. It is not possible to determine the extent of the impact of any new laws, regulations or initiatives that may be proposed, or whether any of the proposals will become law and the consequences attendant therewith. Compliance with any new laws or regulations could be more difficult and expensive than compliance with existing regimes, and may affect the manner in which the Fund conducts business. New laws or regulations may also subject the Fund or some or all of its shareholders to increased taxes or other costs. In addition, the market for venture capital transactions has been adversely affected by a decrease in the availability of financing for transactions.

Each prospective investor should be aware that tax laws and regulations are changing on an ongoing basis, and such laws and regulations may be changed with retroactive effect. Moreover, the interpretation and application of tax laws and regulations by certain tax authorities may not be clear, consistent or transparent. Uncertainty in the tax law may require the Fund to accrue potential tax liabilities even in situations where the Fund and/or the shareholders do not expect to be ultimately subject to such tax liabilities. In that regard, accounting standards and/or related tax reporting obligations may change, giving rise to additional accrual and/or other obligations. Each prospective investor should also be aware that other developments in the tax laws of the United States or other jurisdictions where the Fund invests could have a material effect on the tax consequences to the shareholders, the Fund and/or the Fund’s direct and indirect subsidiaries discussed in this prospectus and that shareholders may be required to provide certain additional information to the Fund (which may be provided to the IRS or other taxing authorities) or may be subject to other adverse consequences as a result of such change in tax laws. In the event of any such change in law, each shareholder is urged to consult its own tax advisors.

Leverage Risk. Certain transactions may give rise to leverage. Leverage can increase market exposure, magnify investment risks, and cause losses to be realized more quickly. To the extent that the Fund utilizes leverage, the Fund may be more volatile than if it had not been leveraged. The use of leverage may cause the Fund to liquidate portfolio positions to satisfy its obligations or to meet margin or collateral requirements when it may not be advantageous to do so. The Fund will also invest in Underlying Private Funds, which may use leverage without limit.

Limitations on Repurchases. An investment in the Fund is not suitable for investors who need certainty about their ability to access all of the money they invest in the short term. Even though the Fund intends to make from time to time Repurchase Offers for its outstanding Shares (up to 2.5% per quarter and subject to Board discretion), investors should consider Shares of the Fund to be an illiquid investment. In addition, there is no active secondary market for Shares. There is no guarantee that investors will be able to sell their Shares at any given time or in the quantity that they desire.

 

 

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Limited Information Concerning Potential Investments. Both prior to making an investment and subsequent to the Fund making such investment, the Fund may not receive access to all available information relating to such investment. Investment analyses and decisions by the Investment Adviser on behalf of the Fund may be undertaken on an expedited basis in order for the Fund to take advantage of investment opportunities. Although the Investment Adviser conducts due diligence with respect to each investment, there can be no assurance that such due diligence processes will uncover all relevant facts. Therefore, no assurance can be given that the Fund will have knowledge of all circumstances that may adversely affect an investment.

Due to confidentiality concerns, certain investment sponsors may not permit the Fund to fully disclose information regarding the sponsor’s investment strategies, investments, risks and/or prior performance. In addition, certain investment sponsors may provide limited information regarding their investment strategies or investments. Similar restrictions may apply in the case of other investments. Accordingly, in certain circumstances, the Investment Adviser may not have sufficient information to fully evaluate each aspect of a potential investment. In addition, such limitations or restrictions may impede the Investment Adviser’s ability to monitor the Fund’s investments.

Market Disruption Risk and Terrorism Risk. The military operations of the United States and its allies, the instability in various parts of the world and the prevalence of terrorist attacks throughout the world could have significant adverse effects on the global economy. In addition, certain illnesses have the potential to significantly affect the global economy. Terrorist attacks may also exacerbate some of the foregoing risk factors. A terrorist attack involving, or in the vicinity of, a Fund investment, directly or indirectly, may result in a liability far in excess of available insurance coverage. The Investment Adviser cannot predict the likelihood of these types of events occurring in the future nor how such events may affect the Fund.

Market Risk. The value of the securities in which the Fund invests may go up or down in response to the prospects of individual companies, particular sectors or governments and/or general economic conditions throughout the world. Price changes may be temporary or last for extended periods. The Fund’s investments may be overweighted from time to time in one or more sub-industries or countries, which will increase the Fund’s exposure to risk of loss from adverse developments affecting those sub-industries or countries.

Global economies and financial markets are becoming increasingly interconnected and political and economic and other conditions and events (including, but not limited to, natural disasters, pandemics, epidemics, and social unrest) in one country, region, or financial market may adversely impact issuers in a different country, region or financial market. The Fund could be negatively impacted if the value of a portfolio holding were harmed by such political or economic conditions or events. Moreover, such negative political and economic conditions and events could disrupt the processes necessary for the Fund’s operations. Furthermore, local, regional and global events such as war, military conflict, acts of terrorism, social unrest, natural disasters, recessions, inflation, rapid interest rate changes, supply chain disruptions, sanctions, the spread of infectious illness or other public health threats could also adversely impact issuers, markets and economies, including in ways that cannot necessarily be foreseen. In addition, governmental and quasi-governmental organizations have taken a number of unprecedented actions designed to support the markets. Such conditions, events and actions may not have the same impact on all types of securities and may expose the Fund to greater market or liquidity risk or cause difficulty in valuing portfolio instruments held by the Fund. This could cause the Fund to underperform other types of investments.

The severity or duration of such conditions and/or events may be affected by policy changes made by governments or quasi-governmental organizations. Recent instability in the financial markets has led governments across the globe to take a number of unprecedented actions designed to support the financial markets. Future government regulation and/or intervention may also change the way in which the Fund is regulated and could limit or preclude the Fund’s ability to achieve its investment objective. For example, one or more countries that have adopted the euro may abandon that currency and/or withdraw from the European Union, which could disrupt markets and affect the liquidity and value of the Fund’s investments, regardless of whether the Fund has significant exposure to European markets. In addition, governments or their agencies may acquire distressed assets from financial institutions and acquire ownership interests in those institutions, which may affect the Fund’s investments in ways that are unforeseeable.

 

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Market Volatility. The value of any securities in which the Fund may directly or indirectly invest varies in response to many factors. Factors specific to a company could result in a decrease in the value of the company’s securities. Factors specific to the industry in which the company participates can have a similar effect. The value of a company’s securities can also be adversely affected by changes in financial markets generally that are unrelated to the company itself or its industry. Current economic conditions in some cases have produced downward pressure on security prices and credit availability for certain companies without regard to those companies’ underlying financial strength. In addition, certain derivative and other equity-related instruments may be subject to additional risks, including liquidity risk, counterparty credit risk, legal risk and operations risk, may involve significant economic leverage and, in some cases, may be subject to significant risks of loss. These factors and others can cause significant fluctuations in the prices of the securities in which the Fund may directly or indirectly invest and can result in adverse effects on the Fund’s returns.

No Operating History. The Fund is newly organized and has no operating history. Investors will not have the opportunity to evaluate historical data prior to purchasing Shares. The Fund is subject to all of the business risks and uncertainties associated with any new business, including the risk that it will not achieve its investment objective or raise sufficient capital.

Non-Diversification Risk. The Fund is non-diversified, meaning that the Fund is permitted to invest a larger percentage of its assets in one or more issuers or in fewer issuers than diversified funds. Thus, the Fund may be more susceptible to adverse developments affecting any single issuer held in its portfolio, and may be more susceptible to greater losses because of these developments.

Operational Risk. The Fund is dependent on the Investment Adviser’s and third parties’ communications and information systems. Any failure or interruption of those systems, including as a result of the termination of the Investment Management Agreement or an agreement with any third-party service providers, could cause delays or other problems in the Fund’s activities. The Fund’s financial, accounting, data processing, backup or other operating systems and facilities may fail to operate properly or become disabled or damaged as a result of a number of factors including events that are wholly or partially beyond the Fund’s control and adversely affect the Fund’s business. There could be sudden electrical or telecommunications outages, natural disasters such as earthquakes, tornadoes and hurricanes, disease pandemics, events arising from local or larger scale political or social matters, including terrorist acts and acts of war, outages due to issues experienced by specific service providers; and/or cyber incidents. In addition to the Fund’s dependence on information systems, poor operating performance by the Fund’s service providers could adversely impact the Fund. These events, in turn, could have a material adverse effect on the Fund’s performance.

Other Regulatory Risks. The Fund may use derivatives that are subject to regulation by the CFTC. Because of this exposure to CFTC-regulated derivatives, the Investment Adviser could become subject to regulation as a “commodity pool operator” under the Commodity Exchange Act, as amended (the “CEA”), and the CFTC’s rules and regulations with respect to the operations of the Fund. However, the Investment Adviser has claimed an exclusion with respect to the Fund from the definition of the term “commodity pool operator” under the CEA and, therefore, is not currently subject to registration or regulation as a pool operator under the CEA with respect to the Fund. If the Fund were to be subject to registration or regulation as a commodity pool operator under the CEA, the Fund may incur compliance and other expenses or otherwise disadvantage the Fund.

Partial or Total Loss of the Fund’s Capital. The Fund is intended for long-term investors who can accept the risks associated with investing in illiquid investments. There is no assurance that the Fund will achieve its investment or performance objectives, including the selection of suitable investment opportunities and the achievement of targeted rates of return. The possibility of partial or total loss of capital of the Fund exists, and prospective investors should not subscribe unless they can readily bear the consequences of a complete loss of their investment.

Potential Loss from Currency Fluctuations. The Fund may invest a portion of its capital outside the United States in non-U.S. dollar denominated securities. These investments involve special risks compared with investing exclusively in the United States. Because these investments may involve non-U.S. dollar currencies and because the Fund may hold funds in these currencies in bank deposits during the completion of the investment program, the Fund may be adversely affected by changes in currency rates (including as a result of the devaluation of a foreign currency) and in exchange control regulations and may incur costs in connection with conversions between various currencies. In addition, the equivalent U.S. dollar obligations of the Fund’s investments located outside of the United States may increase as a result of adverse changes in currency rates.

 

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Preferred Equity Risk. Secondaries include “Portfolio Finance” investments, which may include preferred equity investments. The Fund may also invest in other preferred equity investments, including preferred stock. Preferred stocks are securities that represent an ownership interest providing the holder with claims on the issuer’s earnings and assets before common stock owners but after bond owners. Unlike debt securities, the obligations of an issuer of preferred stock, including dividend and other payment obligations, may not typically be accelerated by the holders of such preferred stock on the occurrence of an event of default or other non-compliance by the issuer of the preferred stock.

Preferred equity securities are subordinated to bonds and other debt securities in an issuer’s capital structure in terms of priority for corporate income and liquidation payments and, therefore, will be subject to greater credit risk than those debt securities. In addition, while preferred equity transactions can take many forms, typically these transactions do not require the payment of cash interest, contain limited covenants and have no fixed maturity date, all of which would be typical for secured loans. While preferred equity securities are likely to provide seniority in the capital structure and may provide for more regular payments and current income to the Fund as compared to standard equity investments, the returns on preferred equity securities, unlike equity investments in Underlying Private Funds, may have limited upside relative to equity investment in Underlying Private Funds. Preferred equity securities may also be subject to optional or mandatory redemption provisions. In the event of redemption, the Fund may not be able to reinvest the proceeds at comparable rates of return.

Private Company Investments Risk. Private companies are not subject to SEC reporting requirements, are not required to maintain their accounting records in accordance with generally accepted accounting principles, and are not required to maintain effective internal controls over financial reporting. As a result, the Investment Adviser may not have timely or accurate information about the business, financial condition and results of operations of the private companies in which the Fund invests. There is risk that the Fund may invest on the basis of incomplete or inaccurate information, which may adversely affect the Fund’s investment performance. Private companies in which the Fund may invest may have limited financial resources, shorter operating histories, more asset concentration risk, narrower product lines and smaller market shares than larger businesses, which tend to render them more vulnerable to competitors’ actions and market conditions, as well as general economic downturns. These companies generally have less predictable operating results, may from time to time be parties to litigation, may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence, and may require substantial additional capital to support their operations, finance expansion or maintain their competitive position. These companies may have difficulty accessing the capital markets to meet future capital needs, which may limit their ability to grow or to repay their outstanding indebtedness upon maturity. In addition, the Fund’s investment also may be structured as pay-in-kind securities with minimal or no cash interest or dividends until the company meets certain growth and liquidity objectives. The securities of private portfolio companies are illiquid, making it difficult for the Fund to sell such investments.

Private Equity, Venture Capital and Start-Up Companies Investments Risk. Private equity is a common term for investments (such as the Fund’s growth investments) that are typically made in private or public companies through privately negotiated transactions, and generally involve equity-related finance intended to bring about some kind of change in an operating company (e.g., providing growth capital, recapitalizing a company or financing an acquisition). Private equity funds, often organized as limited partnerships, are the most common vehicles for making private equity investments, although the Fund may also co-invest directly in an operating company in conjunction with another fund. Any direct investments made by the Fund involve the same types of risks associated with an investment in any operating company. However, securities of private equity funds, as well as the underlying companies these funds invest in, tend to be more illiquid, and highly speculative. Private equity has generally been dependent on the availability of debt or equity financing to fund the acquisitions of their investments. Depending on market conditions, however, the availability of such financing may be reduced dramatically, limiting the ability of private equity funds to obtain the required financing or reducing their expected rate of return.

Secondary private equity and venture capital investments may be acquired at a discount to an Underlying Private Fund’s net asset value. As a result, secondary investments acquired at a discount may result in unrealized gains at the time the Fund next calculates its net asset value, since any such discounted secondary investment will be marked to its net asset value, which may be a price that is higher than its acquisition cost. If such unrealized gains are realized upon the Fund’s disposition of secondary investments, the Fund may generate distributable gains that are taxable to shareholders. Accordingly, the overall performance and net asset value of the Fund may be significantly impacted by

 

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the acquisition price paid by the Fund for its investments in secondaries. Because secondary investments are generally made when an Underlying Private Fund has exited its initial investment period (typically three to seven years after the fund commences operations) and has deployed a significant portion of its capital into portfolio companies, secondary investments are viewed as more mature investments with greater certainty of portfolio construction and better visibility to the timing of future expected cash flows.

Venture capital is a form of private financing in which investors provide capital to private companies through privately negotiated transactions, typically targeting businesses at an early stage of development that are believed to have high growth potential. These investments are characterized by a high degree of risk, as the companies receiving venture capital often have little or no operating history, may operate at a loss, and frequently require substantial additional capital to support their expansion and are sometimes significantly leveraged. Historically, the majority of seed and early stage venture capital investments fail, and there is no assurance that those that reach the public market can maintain their competitive advantage or retain values attained at the time of a liquidity event. Venture capital funds, often organized as limited partnerships, are the most common vehicles for making venture capital investments, although the Fund may also co-invest directly in an operating company in conjunction with another fund. The direct investments made by the Fund involve the same types of risks associated with an investment in any operating company. However, securities of venture capital funds, as well as the underlying companies these funds invest in, tend to be more illiquid, and highly speculative.

The activity of identifying, completing and realizing attractive private equity and venture capital (including certain start-up companies) investments is competitive, and involves a high degree of uncertainty. Developing and maintaining relationships with sponsors of venture capital funds, private funds, joint venture partners or management teams, on which some of the Fund’s strategy depends, is competitive. The supply and consequently the pricing of secondary investments is dependent on a number of factors that may be adversely impacted by general conditions in the global financial markets, including the rate at which such underlying sponsors are able to deploy capital, the performance and value of investments held by funds managed by such underlying sponsors and the ability for such investment funds to realize, recapitalize and/or refinance their own investments in order to return capital to their investors. Higher valuations and increased liquidity and return of capital in the private equity and venture capital investment markets may result in fewer attractive investment opportunities. The Fund will be competing for investments with many other private equity and venture capital investors. There is no assurance that the Fund will be able to purchase interests at attractive discounts to net asset value, or at all. In addition, the Fund’s Incentive Fee structure could create an incentive to buy secondary investments with what the Investment Adviser believes have the greatest potential to generate unrealized gains for the Fund. Further, private company securities are often subject to contractual transfer limitations, which may, among other things, give the issuer, its assignees and/or its stockholders a particular period of time, often 30 days or more, in which to exercise a veto right, or a right of first refusal over, the sale of such securities. Accordingly, the purchase agreements that the Fund enters into for secondary transactions for private company securities may require the lapse or satisfaction of these rights as a condition for closing, which could prevent the Fund from acquiring such securities.

The regulatory environment for private investment funds continues to evolve, and changes in the regulation of private investment funds may adversely affect the value of the Fund’s investments and the ability of the Fund to implement its investment strategy (including the use of leverage). The financial services industry generally and the activities of private investment funds and their investment advisers, in particular, have been the subject of increasing legislative and regulatory scrutiny. Such scrutiny may increase the Fund’s and/or the Investment Adviser’s legal, compliance, administrative and other related burdens and costs as well as regulatory oversight or involvement in the Fund and/or the Investment Adviser’s business. There can be no assurances that the Fund or the Investment Adviser will not in the future be subject to regulatory review or discipline. The effects of any regulatory changes or developments on the Fund may affect the manner in which it is managed and may be substantial and adverse.

In addition, investments in portfolio companies that are newly formed, less mature than their competition, or that are engaged in business in a rapidly evolving industry (e.g., certain start-up companies) involve a particularly high degree of business and financial risk. These companies may: (a) be in an early stage of development and not have a proven operating history; (b) be operating at a loss or have significant variations in operating results; (c) be engaged in a rapidly changing business with products subject to a substantial risk of obsolescence; (d) require substantial additional capital to support their operations, to finance expansion or to maintain their competitive position; (e) rely on the services of a limited number of key individuals, the loss of any of whom could significantly adversely affect

 

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investment performance; and (f) otherwise have a weak financial condition or be experiencing financial difficulties. In addition, such investments may face intense competition, including competition from companies with greater financial resources, more extensive development, manufacturing, marketing and other capabilities, and a larger number of qualified management and technical personnel. In addition, such underlying investment returns are solely dependent on private companies engaging in a liquidity event, and there can be no assurance that such an initial public offering or sale transaction will occur at the right time or at a favorable valuation. There is no assurance that those that reach the public market can maintain their competitive advantage or retain values attained at the time of a liquidity event.

Risks Associated with Artificial Intelligence and Machine Learning Technology. Artificial intelligence (“AI”), machine learning and similar tools and technologies (collectively “AI Technologies”) are evolving rapidly, as are the legal and regulatory frameworks within which AI operates. These technologies include autonomous agentic AI and generative AI as well as other tools and technology that collect, aggregate, analyze and/or generate data or other materials. The nature of AI Technologies generally makes it difficult to determine how inputted information is converted into outputs, and so the accuracy of information cannot be fully validated. As a result, any usage of AI is subject to the risk that the data used to train the models or used in the actual application of AI is flawed, insufficient or contains biased information. Any such issues have the potential to degrade the effectiveness of AI Technologies and undermine the decisions, predictions or analysis that AI Technologies produce.

Risks related to AI Technologies include both risks from the Investment Adviser, the Fund, Underlying Private Funds, and portfolio companies using AI Technologies as well as risks arising from service providers and other counterparties using AI Technologies. While the full extent of current or future risks related to AI Technologies is not possible to predict, AI Technologies could cause significant market disruptions and subject the Investment Adviser, the Fund, Underlying Private Funds, and portfolio companies to increased competition, legal and regulatory risks and compliance costs, any of which could have a material adverse effect on the business, financial condition and results of operations of the Underlying Private Funds, the Fund, and/or portfolio companies.

Regulated Portfolio Assets Risk. Certain Fund investments may be subject to regulations by applicable governmental organizations, quasi-government agencies, self-regulatory organizations and/or professional organizations. Such regulation and legislation are subject to the political process and have at times been in flux. Furthermore, investments in such assets may require disclosure of information about investors in the Fund. In addition, in connection with the requests of regulatory bodies or otherwise, issuers may request additional information regarding the investors in the Fund and their beneficial owners that is not in the possession of the Fund, or the Investment Adviser. If the requested information is not provided, or the Fund is otherwise unable to provide the requested information to the issuers, the Fund may not be able to participate in the applicable investment or the Fund’s investment may be adversely affected, including through the Fund being excluded from one or more investments or the Fund’s investment being redeemed, potentially at a discount to its fair market value. In addition, the Fund may invest indirectly in private companies in the healthcare sector. Such companies may be affected by government regulations and government healthcare programs, increases or decreases in the cost of medical products and services, changes in government funding to healthcare, an increased emphasis on outpatient services, demand for medical products and services and product liability claims, among other factors. Many healthcare companies are heavily dependent on patent protection, and the expiration of a company’s patent may adversely affect that company’s profitability. Healthcare companies are also subject to competitive forces that may result in price discounting, and may be thinly capitalized and susceptible to product obsolescence.

Regulation and Treatment of the Fund as a Bank Holding Company Affiliate. Goldman Sachs is regulated as a “bank holding company” under the Bank Holding Company Act (the “BHCA”), which generally restricts bank holding companies from engaging in business activities other than the business of banking and certain closely related activities. Goldman Sachs has elected to become a financial holding company under the BHCA and, as such, may engage in a broader range of financial and related activities, as long as Goldman Sachs continues to meet certain eligibility requirements.

The Fund is managed under the direction of the Board comprised of individuals, a majority of whom are independent of Goldman Sachs. As a result of this and other factors, the Fund will not be “controlled” by Goldman Sachs for BHCA purposes. If the Fund is not controlled by Goldman Sachs for BHCA purposes, the BHCA’s restrictions on Goldman Sachs’ activities and investments should not apply to the Fund.

 

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However, if the Fund were deemed to be controlled by Goldman Sachs for bank regulatory purposes, the BHCA and other applicable banking laws, rules, regulations and guidelines, and their interpretation and administration by the appropriate regulatory agencies, may, among other things, restrict the transactions and relationships between the Investment Adviser, Goldman Sachs and their affiliates, on the one hand, and the Fund, on the other hand, and may restrict investments and transactions by, and the operations of, the Fund. In addition, certain BHCA regulations may require aggregation of the positions owned, held or controlled by related entities.

Repurchase Offers Risk. Liquidity for Shares will be limited to participation in the Fund’s share repurchase program, which the Fund has no obligation to maintain. When the Fund makes quarterly Repurchase Offers pursuant to the share repurchase program, the Fund will offer to repurchase Shares at a price that is estimated to be equal to NAV per share on the last calendar day of such quarter, which may be lower than the price paid for Shares. As a result, to the extent a shareholder has the ability to sell Shares pursuant to the Fund’s share repurchase program, the price at which a shareholder may sell Shares may be lower than the amount paid in connection with the purchase of such Shares in this offering.

Further, the Investment Adviser, through an affiliate, may determine to make an investment of capital in the Fund or, pursuant to exemptive relief, receive Shares of the Fund as compensation under the Investment Management Agreement. As a result, the Investment Adviser may own a substantial amount of the Fund’s outstanding Shares. The Investment Adviser may periodically elect to tender any or all of its Shares for repurchase under the Fund’s share repurchase program. Any such tenders by the Investment Adviser could have a negative impact on the Fund, including on the Fund’s liquidity, and could reduce the opportunity for other shareholders to tender the full amount of their Shares in a given quarter.

The Board may amend, suspend or terminate the share repurchase program at any time in its discretion. Shareholders may not be able to sell Shares at all in the event the Board amends, suspends or terminates the share repurchase program, absent a liquidity event, and the Fund currently does not intend to undertake a liquidity event, and is not obligated by the Fund’s Declaration of Trust or otherwise to effect a liquidity event at any time. The Fund will notify shareholders of such developments in reports and other filings. If less than the full amount of Shares requested to be repurchased in any given Repurchase Offer are repurchased, funds will be allocated pro rata based on the total number of Shares being repurchased without regard to class. If the Fund only purchases a pro rata portion of a shareholder’s Shares, the shareholder will need to wait until a subsequent Repurchase Offer in order to tender its remaining Shares. Shareholders will be subject to the risk of NAV fluctuations during that period. The share repurchase program has many limitations and should not be relied upon as a method to sell shares promptly or at a desired price.

In the event a shareholder chooses to participate in the Fund’s share repurchase program, the shareholder will be required to provide the Fund with notice of intent to participate prior to knowing what the NAV per share of the class of shares being repurchased will be on the repurchase date. Although a shareholder will have the ability to withdraw a repurchase request prior to the repurchase date, to the extent a shareholder seeks to sell Shares to the Fund as part of the Fund’s periodic share repurchase program, the shareholder will be required to do so without knowledge of what the repurchase price of Shares will be on the repurchase date.

Risks of Investing with Other Parties; Non-Controlling Investments. The Fund generally will have limited to no ability to direct the affairs of its investments, including investments made through Underlying Private Funds and direct investments such as Co-Investments and Direct Secondary Investments, and the Fund generally will not have the right to determine the timing or terms of the disposition of such investments, but rather will be required to rely on the third-party sponsor, lead investor or company management, as the case may be, to make such determinations, which may or may not be in the best interest of the Fund. The Fund will not have an active role in the management of investments by Underlying Private Funds or portfolio companies in which the Fund invests directly and will likely be relying on third-parties to make significant management decisions. There can be no assurance that such management teams will produce the expected results. The Fund’s ability to withdraw from or transfer its investment in any Underlying Private Fund or other investment, including any Co-Investment or Direct Secondary Investment, will typically be limited. As a result, the performance of the Fund’s investments will depend significantly on the investment and other decisions made by third-parties, which could have a material adverse effect on the returns achieved by investors in the Fund.

 

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Risks Relating to the Potential Use of Pass-Through Entities. To the extent permitted by applicable law (including the 1940 Act), the Fund may make investments through one or more partnerships or other pass-through entities in which the sole beneficial interest holders are the Fund. These investment vehicles may incur leverage. To the extent permitted by applicable law including the 1940 Act, the Fund may guarantee the obligations of these investment vehicles and/or assign and pledge certain assets of the Fund to these investment vehicles in order to secure borrowings or other leverage. Failure by such a vehicle to meet its obligations could have adverse effects on the Fund, including the acceleration of payment obligations under any leverage facility used by the vehicle. The Fund may enter into one or more secured credit facilities whereby each credit facility is secured by the assets of a different wholly owned subsidiary of the Fund.

Sector Risk. Because the Fund focuses its investments in one or more sectors (e.g., the information technology sector), the Fund will be subject, to a greater extent than if its investments were diversified across different sectors, to the risks of volatile economic cycles and/or conditions and developments that may be particular to that sector, such as: adverse economic, business, political, environmental or other developments.

Selecting Underlying Managers and Underlying Private Funds. In determining whether to cause the Fund to invest in a particular Underlying Private Fund, the Fund is expected to rely primarily on the Industry Ventures Team’s analysis of the reputation, experience and track record of the underlying manager offering the Underlying Private Fund (“Underlying Manager”). The Industry Ventures Team’s analysis of a particular Underlying Private Fund will be based primarily on the due diligence and financial analysis prepared by the sponsoring Underlying Manager. Further, the success of any Underlying Private Fund, once made, is substantially dependent on the expertise of numerous Underlying Managers who are actively involved in running and overseeing the Underlying Private Funds to help underwrite, operate, manage and dispose of assets.

The Underlying Private Funds will be managed by Underlying Managers unrelated to Goldman Sachs. The Fund generally does not expect to have the opportunity to evaluate or to approve specific investments made by any Underlying Manager, and none of the Investment Adviser, the Industry Ventures Team, or the Fund will have an active role in the day-to-day management of the Underlying Private Funds. As a result, the returns of these investments will depend largely on the performance of these unrelated Underlying Managers and could be substantially adversely affected by the unfavorable performance and/or practices and policies of these Underlying Managers. For example, an Underlying Manager may suffer a business failure or become bankrupt, may engage in illegal activities, may breach its fiduciary or other duties, or may engage in activities that compete with other investments of the Fund. Underlying Managers may also allocate investment opportunities or expenses and fees in a manner that is not fair and equitable and that could adversely impact the Fund. While the Industry Ventures Team performs a detailed assessment on Underlying Managers on a variety of key investment, operational and legal areas as part of its diligence in connection with considering making a commitment to an Underlying Manager’s Underlying Private Fund, there can be no assurance that such assessment will identify all potential risks of problems or issues with an Underlying Manager or verify the compliance of an Underlying Manager with its stated policies and procedures. The due diligence information on which the Industry Ventures Team relies may be difficult to obtain, limited in scope or inaccurate. Many Underlying Managers operate in an unregulated environment, and the Industry Ventures Team may have little or no oversight over or input in the activities of such Underlying Managers. In all cases, the Fund will rely on each Underlying Manager to manage its activities in a manner consistent with its stated disclosures and applicable laws and regulations.

As noted above, the success of an Underlying Private Fund, and, in turn, the Fund, is substantially dependent on the Underlying Managers and the individuals associated with such Underlying Managers. Should one or more of these individuals become incapacitated or in some other way cease to participate in the Underlying Private Fund, the Fund’s performance could be adversely affected. Similarly, the Fund will not control these Underlying Private Funds and is under no obligation to seek to control or influence any Underlying Private Fund or Underlying Manager. These and other problems, including the deterioration of the business relationship between the Fund and an Underlying Manager, could have a material adverse effect on the assets managed by such Underlying Manager. There can be no assurance that the Underlying Private Funds will achieve their respective investment or performance objectives. The failure of one or more of the Underlying Private Funds to meet their respective investment or performance objectives could have a material adverse effect on the Fund. In any event, the historical performance of an Underlying Manager is not indicative of its future performance, which can vary considerably.

 

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Tax Risk. Although the Fund intends to elect to be treated, and intends to qualify annually, as a RIC under subchapter M of the Code, the Fund cannot assure shareholders that the Fund will be able to maintain RIC status. To obtain and maintain RIC status and be relieved of U.S. federal income taxes on income and gains distributed to its shareholders, the Fund must meet the annual distribution, source-of-income and asset diversification requirements described below.

 

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The annual distribution requirement for a RIC will be satisfied if the Fund distributes to its shareholders on an annual basis at least 90% of its investment company taxable income (generally its ordinary income plus the excess of recognized net short-term capital gain over recognized net long-term capital loss, reduced by deductible expenses but determined without regard to any deduction for dividends paid) for each taxable year. Because the Fund expects to use debt financing, the Fund expects to be subject to an asset coverage ratio requirement under the 1940 Act, and the Fund expects to be subject to certain financial covenants contained in its credit agreements and other debt financing agreements. This asset coverage ratio requirement and these financial covenants could, under certain circumstances, restrict the Fund from making distributions to its shareholders that are necessary for the Fund to satisfy the distribution requirement. If the Fund is unable to obtain cash from other sources, and thus is unable to make sufficient distributions to its shareholders, the Fund could fail to maintain its status for RIC tax treatment and thus become subject to Fund-level U.S. federal income tax (and any applicable U.S. state and local taxes) at the regular corporate rate. While distributions of net capital gains are not required for maintaining the Fund’s RIC status, any undistributed net capital gains will be subject to Fund-level U.S. federal income tax at regular corporate rates.

 

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The source-of-income requirement will be satisfied if at least 90% of the Fund’s gross income for each year is derived from dividends, interest, gains from the sale of stock or securities or certain other similar sources.

 

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The asset diversification requirement will be satisfied if, at the end of each quarter of the Fund’s taxable year, at least 50% of the value of the Fund’s total assets consists of cash, cash equivalents, U.S. government securities, securities of other RICs and other acceptable securities, and no more than 25% of the value of the Fund’s total assets is invested in the securities (other than U.S. government securities or securities of other RICs) of one issuer, of two or more issuers that are controlled, as determined under applicable Code rules, by the Fund and that are engaged in the same or similar or related trades or businesses or of certain “qualified publicly traded partnerships.” Failure to meet these requirements may result in the Fund’s having to dispose of certain investments quickly in order to prevent the loss of the Fund’s RIC status.

 

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If the Fund fails to maintain its RIC status for any reason, and does not qualify for certain relief provisions under the Code, the Fund would be subject to Fund-level U.S. federal income tax (and any applicable U.S. state and local taxes) at the regular corporate income tax rate. In this event, the resulting taxes could substantially reduce the Fund’s Net Assets, the amount of the Fund’s income available for distribution and the amount of the Fund’s distributions to its shareholders, which would have a material adverse effect on the Fund’s financial performance and its shareholders’ return on their investments in the Fund. For additional discussion regarding the tax implications of a RIC, see “Taxation.”

Some of the income that the Fund may earn directly or indirectly through an Underlying Private Fund and/or certain other entities classified as partnerships for U.S. federal income tax purposes, such as income recognized from an equity investment in an operating partnership, may not satisfy the source-of-income requirement. The Fund may have to dispose of interests in certain Underlying Private Funds and/or other entities that it would otherwise have continued to hold, or devise other methods of cure, to the extent such Underlying Private Funds and/or other entities earn income of a type that is not qualifying gross income for purposes of the source-of-income requirement or hold assets that could cause the Fund not to satisfy the RIC asset diversification requirement. To manage the risk that such income might jeopardize the Fund’s tax status as a RIC, one or more Subsidiaries treated as corporations for U.S. federal income tax purposes may be employed to hold the related investment. Subsidiaries treated as U.S. corporations for U.S. federal income tax purposes generally will be required to incur Fund-level income taxes on their earnings (which may be a material amount), which ultimately will reduce the return to shareholders.

 

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The Fund May Make Commitments Representing a Substantial Portion of its Total Assets. To the extent permitted by applicable law, the Fund may make commitments to issuers of private investments and Underlying Private Funds in which it invests that represent a substantial portion of the total assets of the Fund, including through the use of leverage. As a result, in certain circumstances, the Fund may need to retain investment income, borrow funds or liquidate some or all of its investments prematurely at potentially significant discounts to market value if the Fund does not have sufficient liquid assets to meet these commitments; however, the Fund will not borrow in excess of applicable limitations under the 1940 Act.

Underlying Private Funds Generally. The Underlying Private Funds are not registered as investment companies under the 1940 Act. Accordingly, the provisions of the 1940 Act, which, among other things, require investment companies to have securities held in custody at all times in segregated accounts, impose leverage restrictions and regulate the relationship between the investment company and its investment adviser as well as the relationship between the investment company and its affiliates, are not applicable to an investment in the Underlying Private Fund. Accordingly, securities of the Underlying Private Funds tend to be more illiquid and highly speculative. The Underlying Private Funds’ investments may therefore impact the strategies, risks and costs of and for the Fund itself. Shareholders will have limited information about the Underlying Private Funds in which the Fund is investing, including with respect to the Underlying Private Funds’ holdings, liquidity and valuation. In addition, the Underlying Private Funds have complex fee structures, including performance fees, that are broader than what is permitted for certain registered funds, and shareholders may pay these fees indirectly by investing in the Fund. Underlying Private Funds may receive performance fees even if other of the Underlying Private Funds that the Fund invests in or the overall performance of the Fund is negative which may further negatively impact the Fund’s performance. Furthermore, the Fund may have challenges in monitoring operations and performance of the Underlying Private Funds due to the inability to access information about Underlying Private Fund investments and valuations. The Fund can only value Underlying Private Funds at net asset value if permitted by applicable accounting standards.

Underlying Private Funds Invest Independently. The Underlying Private Funds in which the Fund plans to invest generally invest wholly independently of one another and may at times hold economically offsetting positions. To the extent that these Underlying Private Funds do, in fact, hold such positions, the Underlying Private Funds in which the Fund invests, considered as a whole, may not achieve any gain or loss despite incurring fees and expenses in connection with such positions. In addition, the portfolio managers of certain Underlying Private Funds may be compensated based on the performance of their investments. Accordingly, there may often be times when certain portfolio managers may receive incentive compensation in respect of their investments for a period even though the Underlying Private Funds overall depreciated during such period.

Underlying Private Funds Lack Liquidity. The Underlying Private Funds primarily hold investments in Venture Companies and other growth assets with limited liquidity. In addition, the Underlying Private Funds may offer limited or no liquidity for extended periods. To the extent that the Underlying Private Funds provide liquidity, the Underlying Private Funds may impose lock-up periods, withdrawal fees, redemption gates or other measures, that further impact liquidity.

This lack of liquidity of the Underlying Private Funds creates several risks. First, it makes it difficult for the Investment Adviser to determine if an Underlying Private Fund is accurately valuing its positions because of the uncertainty regarding the realization of the prices that are quoted if the Underlying Private Fund were to attempt to liquidate its portfolio at those prices. Second, it increases the risk that withdrawals from such Underlying Private Funds by other investors will cause reductions in the net asset value of those Underlying Private Funds merely due to selling pressure, rather than a fundamental change in the investments themselves. Third, it increases the risk that an Underlying Private Fund will not honor the Fund’s liquidity expectations. The Underlying Private Funds may have restrictions in their governing documents that limit or restrict the Fund’s ability to withdraw funds. To the extent that the Fund is able to withdraw funds, its ability to withdraw funds will typically be limited to calendar month or quarter ends (or less frequently) on significant prior notice, and the Underlying Private Funds may nevertheless be unable to abide by these somewhat onerous liquidity provisions.

A side effect of this inability to withdraw from an Underlying Private Fund is the Investment Adviser’s inability to re-allocate the Fund’s assets as dynamically as the Investment Adviser may otherwise desire. This limitation exists even when an Underlying Private Fund has not implemented a constraint on its expected liquidity. Given that, even in the best of times, these Underlying Private Funds permit withdrawals only infrequently and on significant advance notice, the Fund’s flexibility to reallocate assets among Underlying Private Funds is limited.

The Investment Adviser has no control over the liquidity of Underlying Private Funds and depends on the Underlying Private Funds to provide appropriate valuations as well as liquidity. In some cases, the Investment Adviser will allocate Fund assets to Underlying Private Funds that later impose liquidity constraints making it impossible to terminate them as desired by the Investment Adviser. Restrictions on liquidity imposed by the Underlying Private Funds may materially impact the Fund’s ability to repurchase Shares. An inability to withdraw from an Underlying

 

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Private Fund may expose the Fund to losses it could have otherwise avoided if the Fund had been able to withdraw from such Underlying Private Fund. It may also cause the Fund to become unbalanced as it is forced to obtain liquidity from those Underlying Private Funds which provide such liquidity. In certain cases, other investors in an Underlying Private Fund may have preferential withdrawal rights as compared to the Fund, the exercise of which could materially adversely affect the Fund’s investment in such Underlying Private Fund.

Valuation Risk. Market prices are not readily available for many of the Fund’s investments. The fair value of such securities is determined by the Board’s valuation designee pursuant to procedures governing the valuation of portfolio securities adopted by the Board. Proper valuation of such securities may require more reliance on the judgment of the Investment Adviser than for valuation of securities for which an active trading market exists. Any incorrect valuations of the Fund’s investments could have an adverse effect on the Fund’s net asset value and shareholder transactions in the Shares.

The Underlying Private Funds in which the Fund invests will not have readily ascertainable market prices and will be fair valued by the Investment Adviser based on input from the sponsor or general partner of such investment. The Investment Adviser generally intends to rely upon the most recent valuations provided to it by the relevant Underlying Managers of such Underlying Private Funds adjusted for subsequent contributions to or distributions from such investments. No assurances can be given regarding the valuation methodology or the sufficiency of systems utilized by a third-party sponsor or general partner, the accuracy of the valuations provided by the sponsor or general partner, that such sponsor or general partner will comply with their own internal policies or procedures for keeping records or making valuations, or that the sponsor or general partner maintain policies and procedures and systems which will not change without notice to the Fund. As a result, the valuation of Underlying Private Fund securities may fail to match the amount ultimately realized with respect to the Fund’s investment in Underlying Private Funds. Further, the fair values of Underlying Private Funds are subject to adjustment or revisions under certain circumstances. Such adjustments and revisions will not, in most cases, result in an adjustment to the number of Shares received by the shareholder in a purchase, or a shareholder’s repurchase proceeds in a Repurchase Offer.

Warehouse Investments Risk. The Fund may not be able to realize the anticipated benefits from the Warehouse Investments (as defined below). Purchases of assets from the Forward Seller (as defined below) will be at prices determined under the terms of the Purchase Agreement. If the fair market value of the assets when the Fund acquires such assets is less than the amount owed to the Forward Seller under the Purchase Agreement, then an affiliate of the Investment Adviser will pay the shortfall to the Forward Seller.

Additional Risks of the Fund

Call/Prepayment Risk. An issuer could exercise its right to pay principal on an obligation held by the Fund earlier than expected. This may happen when there is a decline in interest rates, when credit spreads change, or when an issuer’s credit quality improves. Under these circumstances, the Fund may be unable to recoup all of its initial investment and will also suffer from having to reinvest in lower yielding securities.

Counterparty Risk. Many of the protections afforded to cleared transactions, such as the security afforded by transacting through a clearing house, might not be available in connection with certain over-the-counter transactions (such as currency forwards). Therefore, in those instances in which the Fund enters into certain over-the-counter transactions, the Fund will be subject to the risk that its direct counterparty will not perform its obligations under the transactions and that the Fund will sustain losses. However, recent regulatory developments require margin on certain uncleared over-the-counter transactions which may reduce, but not eliminate, this risk.

Credit/Default Risk. An issuer or guarantor of instruments held by the Fund (which may have low credit ratings) may default on its obligation to pay interest and repay principal or default on any other obligation. The credit quality of the Fund’s portfolio securities or instruments may meet the Fund’s credit quality requirements at the time of purchase but then deteriorate thereafter, and such a deterioration can occur rapidly. In certain instances, the downgrading or default of a single holding or guarantor of the Fund’s holding may impair the Fund’s liquidity and have the potential to cause significant deterioration in NAV. These risks are heightened in market environments where interest rates are rising.

 

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Current Regulatory Risk. Section 619 of the Dodd-Frank Act (as it may be amended, and together with the rules or regulations promulgated thereunder), known as the “Volcker Rule,” restricts banking entities, such as Goldman Sachs, absent an applicable exclusion or exemption, from acquiring or retaining any equity, partnership or other ownership interests in, or sponsoring, a hedge fund, private equity fund, or a venture capital fund (“Covered Fund”).

The Volcker Rule also prohibits banking entities, such as Goldman Sachs, from engaging in certain trading activities involving their own capital (also known as “proprietary trading”). These prohibitions may include certain restrictions on the extent to which Goldman Sachs may own Shares of the Fund. If Goldman Sachs or its affiliates own 25% or more of the Shares of the Fund longer than three years from the Fund’s launch date, the Fund may be subject to these proprietary trading restrictions, which include restrictions on the ability to purchase and sell securities on a short-term basis. Goldman Sachs may acquire more than 25% of the outstanding Shares of the Fund. It is anticipated that Goldman Sachs will own less than 25% of the Shares of the Fund once the offering is completed. However, if Goldman Sachs were to own more than 25% of the Shares of the Fund following three years from the Fund’s launch date, the Fund may be unable to achieve its investment objective and may be forced to liquidate prematurely, among other things.

In addition, the Volcker Rule prohibits any banking entity, including Goldman Sachs, from engaging in certain activities that would involve or result in a material conflict of interest between the banking entity and its clients, customers or counterparties, or that would result, directly or indirectly, in a material exposure by the banking entity to high-risk assets or high-risk trading strategies, or that would pose a threat to the safety and soundness of the banking entity or the financial stability of the United States. It is uncertain whether and to what extent this prohibition may ultimately impact Goldman Sachs and the Fund.

Any requirements or restrictions imposed by Goldman Sachs’ policies and procedures or by the Volcker Rule agencies could materially adversely affect the Fund, including because the requirements or restrictions could result in, among other things, the Fund foregoing certain investments or investment strategies or taking or refraining from other actions, any of which could disadvantage the Fund, or adversely affect the value of the investments in which the Fund directly or indirectly participates.

The currently contemplated course of operation of the Fund may need to be altered in the future in one or more ways, to the extent the Investment Adviser in its discretion determines is necessary or advisable to comply with the Volcker Rule or any other applicable statute, regulation, or regulatory guidance. In addition, the Volcker Rule or other rules issued under the Dodd-Frank Act could require or cause Goldman Sachs and/or investment vehicles that it organizes, offers or manages to liquidate or forego certain investments, or take other actions, which actions could disadvantage the Fund, or adversely affect the value of the investments in which the Fund directly or indirectly participates. Certain of these actions may have a material adverse effect on the Fund.

Cybersecurity Risk. The Fund may be susceptible to operational and information security risks resulting from cyber-attacks. Cyber-attacks include, among others, stealing or corrupting confidential information and other data that is maintained online or digitally for financial gain, denial-of-service attacks on websites causing operational disruption, and the unauthorized release of confidential information and other data. Cyber-attacks have the ability to cause significant disruptions and impact business operations; to result in financial losses; to prevent shareholders from transacting business; to interfere with the Fund’s calculation of NAV; and to lead to violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs and/or additional compliance costs. Cyber-attacks affecting the Fund or its Investment Adviser, custodian, Transfer Agent, or other third-party service providers may adversely impact the Fund and its shareholders.

Emerging Markets. The Fund may invest in securities of issuers located in, or otherwise economically tied to, emerging countries. The securities markets of emerging countries are generally less liquid, developed and efficient, are subject to greater price volatility, and have smaller market capitalizations than the securities markets of the United States and developed non-U.S. markets. Emerging countries are generally located in Africa, Asia, the Middle East, Eastern Europe and Central and South America. Emerging markets may have more or less government regulation and generally do not impose as extensive and frequent accounting, auditing, financial and other reporting requirements as the securities markets of more developed countries. As a result, there could be less information available about issuers in emerging countries, which could negatively affect the Investment Adviser’s ability to evaluate local companies or

 

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their potential impact on the Fund’s performance. Further, investments in securities of issuers located in certain emerging countries involve the risk of loss resulting from problems in share registration, settlement or custody, substantial economic, political and social disruptions and the imposition of exchange controls (including repatriation restrictions). There also may be a lower level of monitoring and regulation of securities markets in emerging market countries and the activities of investors in such markets and enforcement of existing regulations has been extremely limited. The legal remedies for investors in emerging markets may be more limited than the remedies available in the U.S., and the ability of U.S. authorities (e.g., SEC and the U.S. Department of Justice) to bring actions against bad actors may be limited. Many emerging countries have experienced substantial rates of inflation for many years. Inflation and rapid fluctuations in inflation rates may continue to have very negative effects on the economies and securities markets of certain emerging countries. Economies in emerging markets generally are heavily dependent upon international trade and, accordingly, have been and may continue to be affected adversely by protectionist measures imposed or negotiated by the countries with which they trade. The economies of countries with emerging markets may also be predominantly based on only a few industries or dependent on revenues from particular commodities. In many cases, governments of emerging countries continue to exercise significant control over their economies, and government actions relative to the economy, as well as economic developments generally, may affect the capacity of emerging market issuers, regardless of their financial condition. There can be no assurance that adverse political changes will not cause a loss of any or all of any such investment.

Extension Risk. An issuer could exercise its right to pay principal on an obligation held by the Fund later than expected. This may happen when there is a rise in interest rates. Under these circumstances, the value of the obligation will decrease, and the Fund will also suffer from the inability to reinvest in higher yielding securities.

Interest Rate Risk. When interest rates increase, fixed income securities or instruments held by the Fund (which may include inflation protected securities) will generally decline in value. Long-term fixed income securities or instruments will normally have more price volatility because of this risk than short-term fixed income securities or instruments. A wide variety of market factors can cause interest rates to rise, including central bank monetary policy, rising inflation and changes in general economic conditions. Changing interest rates may have unpredictable effects on the markets, may result in heightened market volatility and may detract from Fund performance to the extent the Fund is exposed to such interest rates and/or volatility. In addition, changes in monetary policy may exacerbate the risks associated with changing interest rates. Funds with longer average portfolio durations will generally be more sensitive to changes in interest rates than funds with a shorter average portfolio duration. Fluctuations in interest rates may also affect the liquidity of fixed income securities and instruments held by the Fund.

It is difficult to predict the magnitude, timing or direction of interest rate changes and the impact these changes will have on the markets in which the Fund invests.

Investment and Repatriation Restrictions. Foreign investment in securities of companies in certain of the countries in which the Fund may invest is restricted or controlled to varying degrees. Certain countries have laws and regulations that currently limit or preclude direct foreign investment in the securities of their companies. Even where permitted, direct investments in certain companies may require significant government approvals under corporate, securities, foreign investment and other similar laws and may require financing and structuring alternatives that differ significantly from those customarily used in countries in other regions. These restrictions or controls may at times limit or preclude foreign investment above certain ownership levels or in certain sectors of the country’s economy and increase the costs and expenses of the Fund. The Fund could be adversely affected by delays in, or a refusal to grant, any required governmental approval for repatriation of capital interests and dividends paid on securities held by the Fund, and income on such securities or gains from the disposition of such securities may be subject to withholding taxes imposed by certain countries or other jurisdictions.

Investments in Collateralized Loan Obligations (“CLOs”). The Fund’s Liquid Investments may include CLOs and other similar securities which carry similar risks to asset-backed securities. These may be fixed pools or may be “market value” or managed pools of collateral, including commercial loans, high yield and investment grade debt, structured securities and derivative instruments relating to debt. The pools are typically separated into tranches representing different degrees of credit quality, with lower rated tranches being subordinate to senior tranches. The senior tranches of CLOs, which represent the highest credit quality in the pool, have the greatest collateralization and pay the lowest spreads over treasuries. Lower rated CLO tranches represent lower degrees of credit quality and pay higher spreads over treasuries to compensate for the attendant risks. The bottom tranches specifically receive the residual interest payments (i.e., money that is left over after the higher tiers have been paid) rather than a fixed interest rate. The returns on the junior tranches of CLOs are especially sensitive to the rate of defaults in the collateral pool.

 

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In addition, the exercise of redemption rights, if any, by more senior CLO tranches and certain other events could result in an elimination, deferral or reduction in the funds available to make interest or principal payments to the junior tranches. The Fund intends to invest in investment grade rated tranches of CLOs, but may also invest in any credit rating tranche of CLOs. In addition, there can be no assurance that a liquid market will exist in any CLO when the Fund seeks to sell its interest therein. Also, it is possible that the Fund’s investment (and indirectly, the Fund’s investment through exchange-traded funds (“ETFs”) that invest in CLOs) in a CLO will be subject to certain contractual limitations on transfer. Further, a CLO may be difficult to value given current market conditions. In addition, certain direct investments in CLOs that are classified as “passive foreign investment companies” for U.S. federal income tax purposes are subject to special tax rules which may result in adverse tax consequences to the Fund and its shareholders.

Loan Participations and Assignments. The Fund may acquire loan investments directly (by way of assignment) or indirectly (by way of participation). As described in more detail below, holders of participation interests are subject to additional risks not applicable to a holder of a direct interest in a debt obligation.

The purchaser of an assignment of a debt obligation typically succeeds to all the rights and obligations of the selling institution and becomes a party to the applicable documentation relating to the debt obligation. In contrast, participations acquired by the Fund in a portion of a debt obligation held by a seller typically result in a contractual relationship only with such seller, not with the obligor. The Fund would have the right to receive payments of principal, interest and any fees to which it is entitled under the participation only from the seller and only upon receipt by the seller of such payments from the obligor. In purchasing a participation, the Fund generally will have neither the right to enforce compliance by the obligor with the terms of the documentation relating to the debt obligation nor any rights of set-off against the obligor, and the Fund may not directly benefit from the collateral supporting the debt obligation in which it has purchased the participation. As a result, the Fund will assume the credit risk of both the obligor and the seller, which will remain the legal owner of record of the applicable debt obligation. In the event of the insolvency of the seller, the Fund may be treated as a general creditor of the seller in respect of the participation, may not benefit from any set-off exercised by the seller against the obligor and may be subject to any set-off exercised by the obligor against the seller. In addition, the Fund may purchase a participation from a seller that does not itself retain any portion of the applicable debt obligation and, therefore, may have limited interest in monitoring the terms of the documentation relating to such debt obligation and the continuing creditworthiness of the borrower.

In addition, when the Fund holds a participation in a debt obligation, the Fund may not have the right to vote to waive enforcement of any default by an obligor. Sellers commonly reserve the right to administer the debt obligations sold by them as they see fit and to amend the documentation relating to such debt obligations in all respects. A seller may have interests different from the Fund’s, and the seller might not consider the Fund’s interests when taking actions with respect to the debt obligation underlying the participation. In addition, some participation agreements that provide voting rights to the participant further provide that if the participant does not vote in favor of amendments, modifications or waivers to the documentation relating to the debt obligation, the seller may repurchase such participation at par. Assignments and participations are typically sold strictly without recourse to the seller thereof, and the seller will generally make no representations or warranties about the underlying debt obligation, the borrowers, the documentation relating to the debt obligations or any collateral securing the debt obligations.

Nature of Distressed Investments. The Fund may invest in instruments, securities and obligations of companies experiencing financial and/or operational distress, including debt obligations that are in covenant or payment default. Such investments are considered high-risk and speculative. Defaulted obligations might not be repaid at all or might be repaid only after lengthy workout or bankruptcy proceedings, during which the issuer of those obligations might not make any interest or other payments. In addition, lenders can be subject to lender liability claims for actions taken by them where they become too involved in the borrower’s business or exercise control over the borrower.

Non-Investment Grade Fixed Income Securities Risk. Non-investment grade fixed income securities and unrated securities of comparable credit quality (commonly known as “junk bonds”) are considered speculative and are subject to the increased risk of an issuer’s inability to meet principal and interest payment obligations. These securities may be subject to greater price volatility due to such factors as specific corporate or municipal developments, interest rate sensitivity, negative perceptions of the junk bond markets generally and less liquidity. The Fund may purchase the securities or obligations of issuers that are in default.

 

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Other Investment Companies Risk. By investing in other investment companies registered under the 1940 Act (including affiliated and unaffiliated ETFs) indirectly through the Fund, investors will incur a proportionate share of the expenses of the other investment companies held by the Fund (including operating costs and investment management fees) in addition to the fees and expenses regularly borne by the Fund. In addition, the Fund will be affected by the investment policies, practices and performance of such investment companies in direct proportion to the amount of assets the Fund invests therein.

The Fund may invest in securities of affiliated and unaffiliated investment companies, including ETFs and money market funds, subject to statutory limitations prescribed by the 1940 Act or rules, regulations or exemptive relief thereunder. These statutory limitations include in certain circumstances a prohibition on the Fund acquiring more than 3% of the voting shares of any other investment company, and a prohibition on investing more than 5% of the Fund’s total assets in securities of any one investment company or more than 10% of its total assets in securities of all investment companies.

Subject to applicable law and/or pursuant to an exemptive rule adopted by the SEC or an exemptive order obtained from the SEC, the Fund may invest in other investment companies (including ETFs and money market funds) beyond the statutory limits described above, provided that certain conditions are met. Rule 12d1-4 under the 1940 Act generally prohibits the Fund in a fund of funds arrangement relying on that rule from purchasing or otherwise acquiring the securities of an investment company or a private fund if, after such purchase or acquisition, the aggregate value of the Fund’s investments in such investment companies and private funds would exceed 10% of the value of its total assets, subject to limited exceptions (including for investments in money market funds). Some of those investment companies may be funds for which the Investment Adviser or any of its affiliates serves as investment adviser, administrator or distributor.

Payment of Management and Incentive Fees in Shares Risk. The Investment Adviser received exemptive relief from the SEC that permits the Fund to pay the Investment Adviser all or a portion of its Management Fees and Incentive Fees in Shares in lieu of paying the Investment Adviser an equivalent amount of such fees in cash, which may dilute other shareholders of the Fund.

Potential Conflicts of Interest with Other Businesses of Goldman Sachs. There are significant potential conflicts of interest that could negatively impact the Fund’s investment returns. A number of these potential conflicts of interest with affiliates of the Investment Adviser and Goldman Sachs are discussed in more detail elsewhere in this Prospectus.

Goldman Sachs is a leading global financial institution that provides investment banking, securities and investment management services to a diversified client base, including companies and high-net-worth individuals, among others. As such, it acts as an investor, investment banker, research provider, investment manager, financier, adviser, market maker, trader, prime broker, derivatives dealer, lender, counterparty, agent and principal. In those and other capacities, Goldman Sachs and its affiliates advise clients in all markets and transactions and purchase, sell, hold and recommend a broad array of investments, including securities, derivatives, loans, commodities, currencies, credit default swaps, indices, baskets and other financial instruments and products for its own accounts or for the accounts of their customers, and have other direct and indirect interests in the global fixed income, currency, commodity, equity, bank loans and other markets in which the Fund invests or may invest. Such additional businesses and interests will likely give rise to potential conflicts of interest and may restrict the way the Fund operates. For example, (1) the Fund may not be able to conduct transactions relating to investments in portfolio companies because the Investment Adviser is not permitted to obtain or use material nonpublic information in effecting purchases and sales in public securities transactions for the Fund or (2) Goldman Sachs, the clients it advises, and its personnel may engage (or consider engaging) in commercial arrangements or transactions with the Fund (subject to any limitations under the law), and/or may compete for commercial arrangements or transactions in the same types of companies, assets, securities or other assets or instruments as the Fund. Transactions by, advice to and activities of such accounts (including potentially Goldman Sachs acting on a proprietary basis), may involve the same or related affiliates, securities or other assets or instruments as those in which the Fund invests and may negatively affect the Fund (including the Fund’s ability to engage in a transaction or other activities) or the prices or terms at which the Fund’s transactions or other activities may be effected. For example, Goldman Sachs may be engaged to provide advice to an account that is considering entering into a transaction with the Fund, and Goldman Sachs may advise the account not to pursue the transaction with the Fund, or otherwise in connection with a potential transaction provide advice to the account that would be adverse to the Fund.

 

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In addition, subject to applicable law, GS&Co. may, to the extent permitted by applicable law, including the limitations set forth in Section 17(e) of the 1940 Act, receive compensation from the Fund or from its portfolio companies if the Fund makes any investments based on opportunities that such employees or personnel of GS&Co. have referred to the Fund. Such compensation might incentivize GS&Co. or its employees or personnel to refer opportunities or to recommend investments that might otherwise be unsuitable for the Fund. Further, any such compensation paid by the Fund, or paid by the portfolio company (to which the Fund would otherwise have been entitled) in connection with such investments, may negatively impact the Fund’s returns. Furthermore, Goldman Sachs is currently, and in the future expects to be, raising capital for new public and private investment vehicles that have, or when formed will have, the primary purpose of investing in venture capital or growth investments. These investment vehicles, as well as existing investment vehicles (including other accounts), will compete with the Fund for investments. Although the Investment Adviser and its affiliates will endeavor to allocate investment opportunities among its clients, including the Fund, in a fair and equitable manner and consistent with applicable allocation procedures, it is expected that, in the future, the Fund may not be given the opportunity to participate in investments made by other accounts or that the Fund may participate in such investments to a lesser extent due to participation by such other accounts.

Subject to applicable law, the Fund, Goldman Sachs and other Accounts can make negotiated co-investments pursuant to the Relief. As a result of the Relief, there could be significant overlap in the Fund’s investment portfolio and the investment portfolios of other Accounts, including, in some cases, proprietary accounts of Goldman Sachs.

If the Investment Adviser identifies an investment and the Fund is unable to rely on the Relief for that particular opportunity, the Investment Adviser will be required to determine which Accounts should make the investment at the potential exclusion of other Accounts. In such circumstances, the Investment Adviser will adhere to its investment allocation policy in order to determine the Account to which to allocate investment opportunities. Accordingly, it is possible that the Fund may not be given the opportunity to participate in investments made by other Accounts.

The Fund may invest alongside other Accounts advised by the Investment Adviser and its affiliates in certain circumstances where doing so is consistent with applicable law and SEC staff guidance and interpretations. For example, the Fund may invest alongside such Accounts consistent with guidance promulgated by the staff of the SEC permitting the Fund and such other Accounts to purchase interests in a single class of privately placed securities so long as certain conditions are met, including that the Investment Adviser, acting on the Fund’s behalf and on behalf of its other clients, negotiates no term other than price. The Fund may also invest alongside the Investment Adviser’s other clients as otherwise permissible under SEC staff guidance and interpretations, applicable regulations and the allocation policy of the Investment Adviser.

In addition, Goldman Sachs or another investment account or vehicle managed or controlled by Goldman Sachs or another client of the Investment Adviser may hold securities, loans or other instruments of a portfolio company in a different class or a different part of the capital structure than securities, loans or other instruments of such portfolio company held by the Fund. As a result, Goldman Sachs or such other investment account or vehicle or such other client of the Investment Adviser may pursue or enforce rights or activities, or refrain from pursuing or enforcing rights or activities, on behalf of its own account, that could have an adverse effect on the Fund. In addition, to the extent Goldman Sachs has invested in a portfolio company for its own account, Goldman Sachs may limit the transactions engaged in by the Fund with respect to such portfolio company or issuer for reputational, legal, regulatory or other reasons.

Certain investment vehicles and other Accounts managed by XIG, or other teams within the XIG Group such as the Industry Ventures Team (“XIG Accounts”), have entered into, or are third-party beneficiaries of, agreements with certain unaffiliated portfolio managers, the Underlying Private Funds they manage, or their affiliates, pursuant to which the XIG Accounts hold interests in the equity, revenues or profits of, or with respect to, unaffiliated portfolio managers (“Profits Interests”). Profits Interests take different forms and are documented in different ways. In certain cases, a Profits Interest entitles an XIG Account to receive a share of the fees, profits or revenue received by an unaffiliated portfolio manager or its affiliates. In some other cases, the holder of a Profits Interest receives the benefit of reduced management fees and/or incentive compensation in an Underlying Private Fund based in part on the aggregate management fees and incentive compensation earned by the unaffiliated portfolio manager from other investors. A Profits Interest generally is received in consideration of either an investment in the unaffiliated portfolio manager or an affiliate thereof or a “seed” investment in an Underlying Private Fund managed by the applicable unaffiliated portfolio manager.

 

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In each case, the holder of a Profits Interest benefits from fees, allocations or other compensation earned by the unaffiliated portfolio managers or their affiliates with respect to their Underlying Private Funds. These fees, allocations and other compensation may be significant. Conversely, to the extent that the Fund holds Profits Interests in an unaffiliated portfolio manager, the Fund will receive less of a benefit if another XIG Account negotiates a discount on any fees, allocations or other compensation paid to such unaffiliated portfolio manager or its affiliates and/or its Underlying Private Funds. Other conflicts of interest relating to XIG Accounts are discussed further in the section entitled “Potential Conflicts of Interest” in the SAI.

XIG Accounts have in the past invested, and are expected in the future, to invest in Underlying Private Funds where certain other XIG Accounts have Profits Interests, which gives rise to certain conflicts of interest as described in the section entitled “Potential Conflicts of Interest” in the SAI.

Primary Investments. The Fund may make primary investments in Underlying Private Funds. Primary investors subscribe for interests during an initial fundraising period, and their capital commitments are then used to fund investments in several individual operating companies during a defined investment period. Primary investments, in comparison to secondary investments, are generally expected to have a slower capital drawdown rate, have a longer duration and may suffer from the so-called venture capital “J-curve” effect from having to bear start-up costs and management fees prior to making a significant number of investments. The investments of the Underlying Private Fund are usually unknown at the time of commitment and primary investors typically have little or no ability to influence the investments made during the fund’s life. Because primary investors must rely on the expertise of the Underlying Manager, an accurate assessment of the manager’s capabilities is essential for investment success. In addition, primary investments to Underlying Private Funds may involve greater risks than secondary investments, since such primary investments cannot be evaluated on the basis of completed investments. The underlying investments made by primary investments may involve highly speculative investment techniques, including extremely high leverage, highly concentrated portfolios, workouts and startups, control positions and illiquid investments.

Risk of Certain Events Related to Goldman Sachs. Although the Fund is a separate legal entity from Goldman Sachs, in the event that Goldman Sachs were to become insolvent and/or subject to liquidation, or if there were a change of control of Goldman Sachs, the Fund could nonetheless be adversely affected. In that regard, a bankruptcy or change of control of Goldman Sachs or the Investment Adviser could cause the Investment Adviser to have difficulty retaining personnel or otherwise adversely affect the Fund and its ability to achieve its investment objective.

No guarantee or representation is made that the investment program of the Fund or any investment will be successful, that the various investments selected by the Fund will produce positive returns or that the Fund will achieve its investment objective.

 

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MANAGEMENT OF THE FUND

The business and affairs of the Fund, including supervision of the duties performed by the Fund’s Investment Adviser, are managed under the direction of its Board. The names and business addresses of the Trustees and officers of the Fund and their principal occupations and other affiliations during the past five years are set forth under “Management of the Fund” in the SAI. GSAM serves as the Fund’s investment adviser. The Fund’s investment strategies are managed by the Investment Adviser through XIG. The principal executive offices of GSAM are at 200 West Street, New York, New York 10282. GSAM has been registered as an investment adviser with the SEC since 1990 and is a subsidiary of The Goldman Sachs Group, Inc., a bank holding company, and an affiliate of Goldman Sachs.

The Investment Adviser provides day-to-day advice regarding the Fund’s portfolio transactions, manages the Fund’s portfolio and is responsible for the Fund’s business affairs and other administrative matters. While the Investment Adviser is ultimately responsible for the management of the Fund, it is able to draw upon the research and expertise of its asset management affiliates for portfolio decisions and management with respect to certain portfolio investments.

The Investment Adviser also performs the following additional services for the Fund:

 

•

Supervises all non-advisory operations of the Fund;

 

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Provides personnel to perform necessary executive, administrative and clerical services to the Fund;

 

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Arranges for the preparation of all required tax returns, reports and notices to shareholders, prospectuses and statements of additional information and other reports filed with the SEC and other regulatory authorities;

 

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Maintains the records of the Fund; and

 

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Provides office space and all necessary office equipment and services.

The Investment Management Agreement provides that the Investment Adviser shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the matters to which the Investment Management Agreement relates, except a loss resulting from the Investment Adviser’s willful misfeasance, bad faith or gross negligence in the performance of its duties or from reckless disregard by the Investment Adviser of its obligations and duties under the Investment Management Agreement.

A discussion regarding the Board’s basis for approving the Investment Management Agreement will be available in the Fund’s [annual/semi-annual] report for the fiscal [year/period] ending [ ].

Investment Team

The individuals jointly and primarily responsible for the day-to-day management of the Fund are listed below. The Fund’s portfolio managers’ individual responsibilities may differ and may include, among other things, security selection, asset allocation, risk budgeting and general oversight of the management of the Fund’s portfolio.

 

Name and Title		Fund Responsibility		Years Primarily Responsible		Five-Year Employment History
[ ]		Portfolio Manager		Since [ ]		[ ]
[ ]		Portfolio Manager		Since [ ]		[ ]
[ ]		Portfolio Manager		Since [ ]		[ ]
[ ]		Portfolio Manager		Since [ ]		[ ]
[ ]		Portfolio Manager		Since [ ]		[ ]

For information about portfolio manager compensation, other accounts managed by the portfolio managers and portfolio manager ownership of securities in the Fund, see “Management of the Fund—Portfolio Managers’ Compensation” in the SAI.

 

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Other Service Providers

Auditors

[ ], is the Fund’s independent registered public accounting firm. The Fund’s independent registered public accounting firm may change from time to time.

Custodian and Administrator

[ ] provides administrative services to the Fund pursuant to the Fund administration agreement with the Fund (the “Master Administration Agreement”) pursuant to which [ ] provides certain services, including, among others, (i) preparation of certain shareholder reports and communications; (ii) preparation of certain reports and filings with the SEC; (iii) certain NAV computation services; and (iv) such other services for the Fund as may be mutually agreed upon between the Fund and [ ]. For these and other services it provides to the Fund, [ ] is paid a monthly fee from the Fund at an annual rate ranging from [ ]% to [ ]% of the Fund’s net assets. In addition, [ ] is reimbursed by the Fund for reasonable out-of-pocket expenses incurred in connection with its services.

[ ], [ ], is the custodian of the Fund’s portfolio securities and cash. [ ] is also expected to serve as the Custodian for the Fund’s Subsidiaries. The custodian of the Fund may change from time to time. [ ] may appoint domestic and foreign sub-custodians and use depositories from time to time to hold securities and other instruments purchased by the Fund in foreign countries and to hold cash and currencies for the Fund.

Transfer Agent

GS&Co., 71 South Wacker Drive, Chicago, IL 60606, serves as the Fund’s transfer and dividend disbursing agent. Under its transfer agency agreement with the Fund, GS&Co. has undertaken with respect to the Fund to: (i) record the issuance, transfer and repurchase of Shares; (ii) provide purchase and repurchase confirmations and quarterly statements, as well as certain other statements; (iii) provide certain information to the Fund’s custodian and the relevant subcustodian in connection with repurchases; (iv) provide dividend crediting and certain disbursing agent services; (v) maintain shareholder accounts; (vi) provide certain state Blue Sky and other information; (vii) provide shareholders and certain regulatory authorities with tax-related information; (viii) respond to shareholder inquiries; and (ix) render certain other miscellaneous services.

For its transfer agency and dividend disbursing services, GS&Co. is entitled to receive a transfer agency fee equal, on an annualized basis, to [ ]% of aggregate net assets with respect to each class of Shares. GS&Co. may pay certain intermediaries who perform transfer agent services for shareholders a networking or sub-transfer agent fee. These payments will be made from the transfer agency fees noted above and in the Fund’s Prospectus.

Legal Counsel

The Board has engaged Dechert LLP, located at 1095 Avenue of the Americas, New York, New York 10036, to serve as the Fund’s legal counsel.

Activities of Goldman Sachs and Its Affiliates and Other Accounts Managed by Goldman Sachs

The involvement of the Investment Adviser, Goldman Sachs and their affiliates in the management of, or their interest in, other accounts and other activities of Goldman Sachs will present conflicts of interest with respect to the Fund and will, under certain circumstances, limit the Fund’s investment activities. Goldman Sachs is a worldwide, full service investment banking, broker dealer, asset management and financial services organization and a major participant in global financial markets that provides a wide range of financial services to a substantial and diversified client base that includes corporations, financial institutions, governments and individuals. As such, it acts as a broker-dealer, investment adviser, investment banker, underwriter, research provider, administrator, financier, adviser, market maker, trader, prime broker, derivatives dealer, clearing agent, lender, counterparty, agent, principal, distributor, investor or in other commercial capacities for accounts or companies (including Fund portfolio companies) or affiliated or unaffiliated investment funds (including pooled investment vehicles and private funds) in which one or more accounts, including the Fund, invest. In those and other capacities, Goldman Sachs and its affiliates advise and deal with clients and third parties in all markets and transactions and purchase, sell, hold and recommend a broad array of investments, including securities, derivatives, loans, commodities, currencies, credit default swaps, indices, baskets and other financial instruments and products for their own accounts or for the accounts of their customers and have other direct and indirect interests in the global fixed income, currency, commodity, equities, bank loans and other markets and the securities and issuers in which the Fund directly and indirectly invests. Thus, it is expected that the Fund will have multiple business relationships with and will invest in, engage in transactions with, make voting

 

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decisions with respect to, or obtain services from entities for which Goldman Sachs and its affiliates perform or seek to perform investment banking or other services. The Investment Adviser and/or certain of its affiliates are the managers of the Goldman Sachs Funds. The Investment Adviser and its affiliates earn fees from this and other relationships with the Fund. Although management fees paid by the Fund to the Investment Adviser and certain other fees paid to the Investment Adviser’s affiliates are based on asset levels, the fees are not directly contingent on Fund performance, and the Investment Adviser and its affiliates will still receive significant compensation from the Fund even if shareholders lose money. Goldman Sachs and its affiliates engage in proprietary trading and advise accounts and funds which have investment objectives similar to those of the Fund and/or which engage in and compete for transactions in the same types of securities, currencies and instruments as the Fund. Goldman Sachs and its affiliates will not have any obligation to make available any information regarding their proprietary activities or strategies, or the activities or strategies used for other accounts managed by them, for the benefit of the management of the Fund. The results of the Fund’s investment activities, therefore, will likely differ from those of Goldman Sachs, its affiliates, and other accounts managed by Goldman Sachs, and it is possible that the Fund could sustain losses during periods in which Goldman Sachs and its affiliates and other accounts achieve significant profits on their trading for proprietary or other accounts. In addition, the Fund may enter into transactions in which Goldman Sachs and its affiliates or their other clients have an adverse interest. For example, the Fund may take a long position in a security at the same time that Goldman Sachs and its affiliates or other accounts managed by the Investment Adviser or its affiliates take a short position in the same security (or vice versa). These and other transactions undertaken by Goldman Sachs, its affiliates or Goldman Sachs-advised clients may, individually or in the aggregate, adversely impact the Fund. Transactions by one or more Goldman Sachs-advised clients or the Investment Adviser may have the effect of diluting or otherwise disadvantaging the values, prices or investment strategies of the Fund. The Fund’s activities will, under certain circumstances, be limited because of regulatory restrictions applicable to Goldman Sachs and its affiliates, and/or their internal policies designed to comply with such restrictions. As a global financial services firm, Goldman Sachs and its affiliates also provide a wide range of investment banking and financial services to issuers of securities and investors in securities. Goldman Sachs, its affiliates and others associated with it are expected to create markets or specialize in, have positions in and/or effect transactions in, securities of issuers held by the Fund, and will likely also perform or seek to perform investment banking and financial services for one or more of those issuers. Goldman Sachs and its affiliates are expected to have business relationships with and purchase or distribute or sell services or products from or to distributors, consultants or others who recommend the Fund or who engage in transactions with or for the Fund. For more information about conflicts of interest, see the section entitled “Potential Conflicts of Interest” in the SAI.

The Fund will, from time to time, make brokerage and other payments to Goldman Sachs and its affiliates in connection with the Fund’s portfolio investment transactions, in accordance with applicable law.

The Fund’s investment objective and investment strategies are similar to those of other Accounts, and an investment appropriate for the Fund may also be appropriate for those Accounts. This creates potential conflicts in allocating investment opportunities among the Fund and such other Accounts, particularly in circumstances where the availability of such investment opportunities is limited, where the liquidity of such investment opportunities is limited or where co-investments by the Fund and other Accounts are not permitted under applicable law. The availability of investment opportunities for the Fund may be limited due to arrangements between the Investment Adviser and certain of its clients or Accounts that specifically limit the Fund’s ability to participate in opportunities alongside such clients or Accounts.

Considerations Relating to Information Held by Goldman Sachs

Goldman Sachs has established certain information barriers and other policies to address the sharing of information between different businesses within Goldman Sachs. As a result of information barriers, the Investment Adviser generally will not have access, or will have limited access, to information and personnel in other areas of Goldman Sachs, and generally will not be able to manage the Fund with the benefit of information held by such other areas. Such other areas will have broad access to detailed information that is not available to the Investment Adviser, including information in respect of markets and investments, which, if known to the Investment Adviser, might cause the Investment Adviser to seek to dispose of, retain or increase interests in investments held by the Fund or acquire certain positions on the Fund’s behalf, or take other actions. Goldman Sachs will be under no obligation or fiduciary or other duty to make any such information available to the Investment Adviser or personnel of the Investment Adviser involved in decision-making for the Fund. There may be circumstances in which, as a result of information held by certain of the Investment Adviser’s portfolio management teams, the Investment Adviser limits an activity or a transaction for the Fund, including if the team holding such information is not managing the Fund. In addition,

 

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regardless of the existence of information barriers, Goldman Sachs will not have any obligation or other duty to make available any information regarding its trading activities, strategies or views, or the activities, strategies or views used for other Accounts, for the benefit of the Fund. Different areas of the Investment Adviser and Goldman Sachs may take views, and make decisions or recommendations, that are different than those of other areas of the Investment Adviser and Goldman Sachs. Different portfolio management teams within the Investment Adviser may make decisions based on information or take (or refrain from taking) actions with respect to Accounts they advise in a manner that may be different than with respect, or adverse, to the Fund. Such teams may not share information with the Fund’s portfolio management team, including as a result of certain information barriers and other policies and will not have any obligation to do so.

Control Persons

A control person generally is a person who beneficially owns more than 25% of the voting securities of a company or has the power to exercise control over the management or policies of such company. As the Fund had not commenced operations as of the date of this prospectus, except as noted below, there were no shareholders that held greater than 25% of the voting securities of the Fund as of the date of this prospectus.

[ ], an affiliate of GS&Co., whose principal office is located at 200 West Street, New York, New York 10282, has provided an initial investment in the Fund. For so long as [ ] has a greater than 25% interest in the Fund, [ ] may be deemed to be a “control person” of the Fund for purposes of the 1940 Act.

The Fund is prohibited under the 1940 Act from participating in certain transactions with its affiliates without the prior approval of the Fund’s independent Trustees and, in some cases, of the SEC. Any person that owns, directly or indirectly, five percent or more of the Fund’s outstanding voting securities will be the Fund’s affiliate for purposes of the 1940 Act, and the Fund is generally prohibited from buying or selling any assets from or to, or entering into certain “joint” transactions with such affiliates, without exemptive relief from the SEC. The Investment Adviser and its affiliates, including persons that control, or are under common control with, the Fund or the Investment Adviser, are also considered the Fund’s affiliates under the 1940 Act, and the Fund is generally prohibited from buying or selling any assets from or to, or entering into “joint” transactions with, such affiliates without exemptive relief from the SEC.

Subject to applicable law, the Fund may invest alongside Goldman Sachs and other Accounts. In certain circumstances, the Fund and such other Accounts (which may include proprietary accounts of Goldman Sachs) can make negotiated co-investments pursuant to an order from the SEC permitting the Fund to do so. On May 21, 2025, the SEC granted the Relief to the Investment Adviser, the BDCs advised by the Investment Adviser, and certain other affiliated applicants. If the Investment Adviser forms other funds in the future, the Fund may co-invest alongside such other affiliates, subject to compliance with the Relief, applicable regulations and regulatory guidance, as well as applicable allocation procedures. Any such co-investments are subject to the applicable conditions of the Relief. Under the terms of the Relief, a “required majority” (as defined in Section 57(o) of the 1940 Act) of the Independent Trustees must reach certain conclusions in connection with certain co-investment transactions, including co-investment transactions in which an affiliate of the Fund is an existing investor in the portfolio company, non-pro rata follow on investments and non-pro rata dispositions of investments, and the Board is required to maintain oversight of the Fund’s participation in the co-investment program. As a result of the Relief, there could be significant overlap in the Fund’s investment portfolio and the investment portfolios of other Accounts, including, in some cases, proprietary accounts of Goldman Sachs.

The Fund may also invest alongside other Accounts advised by the Investment Adviser and its affiliates in certain circumstances where doing so is consistent with applicable law and SEC staff guidance and interpretations. For example, the Fund may invest alongside such Accounts consistent with guidance promulgated by the staff of the SEC permitting the Fund and such other Accounts to purchase interests in a single class of privately placed securities so long as certain conditions are met, including that the Investment Adviser, acting on the Fund’s behalf and on behalf of its other clients, negotiates no term other than price. The Fund may also invest alongside the Investment Adviser’s other clients as otherwise permissible under SEC staff guidance and interpretations, applicable regulations and the allocation policy of the Investment Adviser.

To address these and other potential conflicts, the Investment Adviser has developed allocation policies and procedures that provide that personnel of the Investment Adviser making portfolio decisions for Accounts will make purchase and sale decisions and allocate investment opportunities among Accounts consistent with its fiduciary obligations. To the extent permitted by applicable law, these policies and procedures may result in the pro rata allocation of limited opportunities across eligible Accounts managed by a particular portfolio management team, but in many other cases such allocations may reflect numerous other factors as described below. There will be cases where certain Accounts receive an allocation of an investment opportunity when the Fund does not and vice versa.

 

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In some cases, due to information barriers that may be in place, other Accounts may compete with the Fund for specific investment opportunities without being aware that two Accounts are competing against each other. Goldman Sachs has a conflicts system in place in addition to these information barriers to identify potential conflicts early in the process and determine if an allocation decision needs to be made. If the conflicts system detects a potential conflict with respect to a particular investment opportunity, such investment opportunity will be assessed to determine whether it must be allocated to, or prohibited from being allocated to, a particular Account.

Personnel of the Investment Adviser involved in decision-making for Accounts may make allocation related decisions in accordance with the Investment Adviser’s allocation policies and procedures for the Fund and other Accounts by reference to one or more factors, including but not limited to: the strategy, objectives, guidelines and restrictions (including legal and regulatory restrictions) of potentially in-scope Accounts, as well as those Accounts’ current portfolios and investment horizons; strategic fit and other portfolio management considerations, including different desired levels of investment for different strategies; the expected future capacity of the potentially in-scope Accounts; cash and liquidity considerations; and the availability of other appropriate investment opportunities. The Investment Adviser may also consider reputational matters and other considerations. The application of these considerations may cause differences in the portfolios and performance of different Accounts that have similar strategies. In addition, in some cases the Investment Adviser may make investment recommendations to Accounts where the Accounts make the investment independently of the Investment Adviser, which may result in a reduction in the availability of the investment opportunity for other Accounts (including the Fund) irrespective of the Investment Adviser’s policies regarding allocation of investments. Additional information about the Investment Adviser’s allocation policies is set forth in Item 6 (“Performance-based Fees and Side-by-Side Management—Side-by-Side Management of Advisory Accounts; Allocation of Opportunities”) of the Investment Adviser’s Form ADV.

 

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LEVERAGE

The Fund may borrow funds or otherwise utilize leverage for a variety of purposes, subject to the limitations of the 1940 Act, as part of the Fund’s investment program, to meet other short-term liquidity needs, including payment of fees and expenses, to satisfy repurchase requests from shareholders, and to facilitate the Fund’s hedging activities. The terms of the indebtedness incurred by the Fund may require the Fund to maintain minimum average balances in connection with borrowings or to pay a commitment or other fee to maintain a line of credit. Either of these requirements would increase the cost of borrowing over the stated interest rate. The 1940 Act requires a registered investment company to satisfy an asset coverage requirement of 300% of its indebtedness, including amounts borrowed and guaranteed, measured at the time the indebtedness is incurred. This means that the value of the Fund’s total indebtedness may not exceed one-third of the value of its total assets, including the value of the assets purchased with the proceeds of its indebtedness measured at the time the indebtedness is incurred. The Fund may also utilize indebtedness in excess of such limit for temporary purposes such as the settlement of transactions.

The Fund may use leverage opportunistically, though not at all times, and may choose to increase or decrease its leverage, or use different types or combinations of leveraging instruments, based on the Investment Adviser’s assessment of market conditions and the investment environment, and the costs that the Fund would incur as a result of such leverage. There is no assurance that the Fund will utilize any form or combination of leverage.

The Underlying Private Funds, in which the Fund invests may utilize leverage in their investment or operational activities. Such borrowings, however, are not subject to the aforementioned asset coverage ratio test. Accordingly, the Fund may be exposed to the risk of highly leveraged investment programs and strategies.

Lenders in respect of any indebtedness of the Fund would have the right to receive interest on and repayment of principal of any such indebtedness, which right will be senior to those of the shareholders. If the Fund utilizes indebtedness, the shareholders will bear the offering costs of the issuance of any indebtedness. The Fund may enter into one or more secured credit facilities whereby each credit facility is secured by the assets of a different wholly-owned subsidiary of the Fund. In addition, the Fund expects that any credit facility that it enters into, or any notes that it issues, would contain provisions limiting certain activities of the Fund, including payments to shareholders in certain circumstances.

The use of leverage can create risks. Changes in the value of the Fund’s portfolio, including securities bought with the proceeds of leverage, will be borne entirely by the shareholders. If there is a net decrease or increase in the value of the Fund’s investment portfolio, leverage will decrease or increase, as the case may be, the NAV to a greater extent than if the Fund did not utilize leverage. A reduction in the Fund’s NAV, market price and distributions may cause a reduction in the market price of its Shares. Certain types of leverage by the Fund may result in the Fund being subject to covenants relating to asset coverage and portfolio composition requirements.

In addition, the Fund may invest in derivatives, reverse repurchase agreements and economically similar transactions that have economic characteristics similar to leverage.

The Fund’s willingness to utilize leverage, and the amount of leverage the Fund will assume, will depend on many factors, the most important of which are market conditions and interest rates. Successful use of a leveraging strategy may depend on the Fund’s ability to predict correctly interest rates and market movements, and there is no assurance that a leveraging strategy will be successful during any period in which it is employed.

 

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WAREHOUSE INVESTMENTS

The Fund intends to enter into a Purchase Agreement with the Forward Seller that is affiliated with the Financing Provider and an affiliate of the Investment Adviser, whereby the Forward Seller agrees, subject to certain conditions, to purchase certain assets from unaffiliated parties (the “Warehousing Transactions”), as described below. The Forward Seller and Financing Provider are not affiliates of the Investment Adviser or the Fund. Under the Purchase Agreement, the Fund has a forward obligation to settle the purchase of certain investments set forth below (the “Warehouse Investments”) from the Forward Seller, and the Forward Seller is obligated to, subject to no early termination event having occurred, settle the sale of such investments to the Fund. Under the Purchase Agreement, the Fund is only obliged to settle the Warehouse Investments if: (a) the Fund has satisfied its Minimum Offering Requirement; and (b) the Board has approved the purchase of the specific Warehouse Investments (collectively, the “Warehouse Conditions”). If the Warehouse Conditions are not satisfied, the Fund will not be obligated to, and will not, purchase the Warehouse Investments. The Warehouse Investments (which may include equity interests held by the Forward Seller) will consist of assets consistent with the Fund’s investment objective and strategies. The Warehousing Transactions are designed to assist the Fund in deploying capital quickly upon satisfaction of the Minimum Offering Requirement.

After the Fund meets the Warehouse Conditions, it will be obligated to purchase the Warehouse Investments from the Forward Seller at the price determined under the Purchase Agreement, as described below. The Fund agrees that such purchase by the Fund will be treated as a forward-settling securities transaction in accordance with Rule 18f-4(f) under the 1940 Act. The Warehouse Investments will be valued, at the time the Fund acquires them, using the same valuation methodology or methodologies (including, where applicable, the engagement of an independent valuation firm or pricing service) as those described under “Determination of Net Asset Value” elsewhere in this prospectus with respect to the Fund’s other portfolio investments of the same or a similar type.

The Purchase Agreement will terminate on [•] (the “long stop date”), unless earlier terminated upon the occurrence of an event of default, a material breach by a party, or other customary termination event to be finalized (each, an “Early Termination Event”). In the event that either the Warehouse Conditions are not met by the long stop date an affiliate of the Investment Adviser has agreed to make an equity contribution to the Fund such that the Fund will have sufficient funds to purchase all of the assets bought by the Forward Seller pursuant to the Purchase Agreement.

As a general matter, the price the Fund pays to purchase any Warehouse Investment will be equal to the lesser of (x) the sum of (i) the aggregate acquisition amount that the Forward Seller had paid to acquire the Warehouse Investments less the distributions received by the Forward Seller, plus (ii) a financing fee and upfront fee to be paid by the Fund to the Forward Seller, plus (iii) the administrative fees and expenses and tax liabilities of the Forward Seller, plus (iv) attorney’s fees incurred by the Financing Provider in connection with the structuring and setting up the warehouse arrangement; and (y) the fair market value of the Warehouse Investments at the time of the Fund’s acquisition of the Warehouse Investments from the Forward Seller, in each case as determined using the valuation methodology described above.

If the fair market value of the assets (as determined using the valuation methodology described above) when the Fund acquires such assets is less than the amount owed to the Forward Seller under the Purchase Agreement, then an affiliate of the Investment Adviser will pay the shortfall to the Forward Seller. If the fair market value of the assets when the Fund acquires such assets is more than the amount owed to the Forward Seller under the Purchase Agreement, then such unrealized gains will be subject to the Fund’s Incentive Fee calculation.

There can be no guarantees or assurances that the Fund will fund or otherwise close on any of the unfunded commitments, including prior to any commitment termination date, with respect to the Warehouse Investments. The terms and conditions of any such unfunded commitments may be subject to change prior to funding or closing thereon. In addition, although there can be no assurances, the Fund may in the future enter into additional warehousing transactions, from time to time, with third parties, subject to compliance with the 1940 Act. There is a possibility that the Forward Seller may dispose of a Warehouse Investment prior to the Fund’s opportunity to acquire it, in which case the Fund would not realize any economic benefit associated with that Warehouse Investment. In addition, the Forward Seller may acquire Warehouse Investments that overlap with investments acquired by other funds or accounts managed by the Investment Adviser or its affiliates, which could result in conflicts of interest, including with respect to the allocation of investment opportunities among the Fund and such other funds or accounts and the terms on which the Fund and such other funds or accounts acquire overlapping investments.

 

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ADDITIONAL INFORMATION ABOUT THE FUND

Description of Shares

The Fund is an unincorporated statutory trust organized under the laws of Delaware pursuant to a Certificate of Trust and a Declaration of Trust, each dated as of September 10, 2026. The Fund’s Declaration of Trust authorizes the issuance of an unlimited number of Shares of beneficial interest of each class. If and whenever Preferred Shares are outstanding, the holders of Shares will not be entitled to receive any distributions from the Fund unless all accrued dividends on Preferred Shares have been paid, unless asset coverage (as defined in the 1940 Act) with respect to Preferred Shares would be at least 200% after giving effect to the distributions and unless certain other requirements imposed by any rating agencies rating the Preferred Shares have been met. Subject to the rights of the holders of Preferred Shares, each Share will be entitled to receive, according to its respective rights, a pro rata portion of the Fund’s assets available for distribution for the applicable class. Shares have no conversion, preemptive or other subscription rights. Each whole Share will be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share will be entitled to a proportionate fractional vote. However, to the extent required by the 1940 Act or otherwise determined by the Board, classes of the Fund will vote separately from each other. The Declaration of Trust provides that the Board shall have the power to repurchase Shares and provide shareholders with the right to exchange Shares of any class for Shares of one or more other classes in the manner and on the terms described herein.

The Board may classify or reclassify any issued or unissued Shares of the Fund into shares of any class by redesignating such Shares or by setting or changing in any one or more respects, from time to time, the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, or terms or conditions of repurchase of such Shares. Any such classification or reclassification will comply with the provisions of the Declaration of Trust and the 1940 Act. Any additional offerings of shares, including Preferred Shares, will require approval by the Board. Any additional offering of Shares will be subject to the requirements of the 1940 Act, which provides that shares may not be issued at a price below the then current NAV, exclusive of sales load, except in connection with an offering to existing holders of Shares or with the consent of a majority of the Fund’s outstanding voting securities.

The following table shows the amount of Shares that have been authorized and outstanding as of [ ], 2026:

 

Share Class		Amount Authorized		Amount Outstanding
Class I		Unlimited		[ ]
Class S		Unlimited		[ ]
Class D		Unlimited		[ ]

Preferred Shares. Although the Fund has no intention of issuing preferred Shares (“Preferred Shares”) within one year of the date of this Prospectus, the Fund may offer Preferred Shares as a means of providing leverage to the Fund in an aggregate amount of up to 50% of the Fund’s Managed Assets immediately after such issuance. Shareholders will not have any preemptive rights to purchase any Preferred Shares that may be issued.

Furthermore, while any Preferred Shares or debt securities are outstanding, the Fund may be prohibited from making distributions to shareholders unless it meets the applicable asset coverage ratio at the time of the distribution. By way of clarification, Preferred Shares are not considered “Shares,” as such term is used in this prospectus.

Distributions

The Fund must distribute in each taxable year at least 90% of its net investment income (including net interest income and net short-term gain) to qualify for the special tax treatment available to RICs. The Fund is also required to distribute annually substantially all of its income and capital gain, if any, to avoid imposition of a 4% nondeductible U.S. federal excise tax. Prohibitions on dividends and other distributions on the Shares could impair the Fund’s ability to qualify as a RIC under the Code.

If the Fund is precluded from making distributions on the Shares because of any applicable asset coverage requirements, the terms of the preferred shares (if any) may provide that any amounts so precluded from being distributed, but required to be distributed for the Fund to meet the distribution requirements for qualification as a RIC for U.S. federal income tax purposes, will be paid to the holders of the preferred shares as a special distribution. This distribution can be expected to decrease the amount that holders of preferred shares would be entitled to receive upon redemption or liquidation of the shares.

 

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If the Fund failed to qualify as a RIC for U.S. federal income tax purposes or failed to satisfy the 90% distribution requirement in any taxable year, the Fund would be subject to U.S. federal income tax at the regular corporate rate on its taxable income, including its net capital gain, even if such income were distributed to its shareholders, and although the Fund would not be required to make any distributions, all distributions out of earnings and profits would be taxed to shareholders as ordinary dividend income. Requalifying as a RIC could subject the Fund to significant tax costs. See “Taxation” below.

The Fund generally intends each year to make distributions of its net investment income to shareholders. In addition, the Fund may make supplemental or special distributions from time to time including, but not limited to, distributions to address any distributable realized gains, to satisfy the distribution requirements necessary to maintain the Fund’s RIC status, or to avoid the imposition of U.S. federal excise tax. The Fund will pay shareholders at least annually all or substantially all of its net investment income after the payment of interest, fees or dividends, if any, owed with respect to any forms of leverage used by the Fund. The Fund intends to pay any capital gains distributions at least annually.

The U.S. federal income tax treatment and characterization of the Fund’s distributions may vary significantly from time to time because of the varied nature of the Fund’s investments. In light of the Fund’s investment policies, the Fund anticipates that the 1940 Act will require it to accompany each annual distribution with a statement setting forth the estimated source (as between net income, capital gains and return of capital) of the distribution made. The Fund will indicate the proportion of its capital gains distributions that constitute long-term and short-term gains annually. The ultimate U.S. federal income tax characterization of the Fund’s distributions made in a calendar or fiscal year cannot finally be determined until after the end of that taxable year. As a result, there is a possibility that the Fund may make total distributions during a calendar or taxable year in an amount that exceeds the Fund’s net investment company taxable income and net capital gains for the relevant taxable year. In such situations, if a distribution exceeds the Fund’s current and accumulated earnings and profits (as determined for U.S. federal income tax purposes), such distribution would generally be treated as a tax-free return of capital reducing the amount of a shareholder’s tax basis in such shareholder’s Shares. When you sell your Shares in the Fund, the amount, if any, by which your sales price exceeds your basis in the Fund’s Shares is gain subject to tax assuming the Shares are held as capital assets. Because a return of capital reduces your basis in the Shares, it will increase the amount of your gain or decrease the amount of your loss when you sell the Shares, all other things being equal. To the extent that the amount of any return of capital distribution exceeds the shareholder’s basis in such shareholder’s Shares, the excess will be treated as gain from a sale or exchange of the Shares. See “Taxation” below.

Various factors affect the level of the Fund’s income, including the asset mix, the average maturity of the Fund’s portfolio, the amount of leverage used by the Fund and the Fund’s use of hedging. Section 19(b) of the 1940 Act and Rule 19b-1 thereunder generally limit the Fund to one long-term capital gain distribution per year, subject to certain exceptions.

Dividend Reinvestment Plan

Under the DRIP for the Fund, dividends and/or distributions to a holder of a class of Shares (net of any withholding taxes) will automatically be reinvested in additional Shares of the same class of the Fund. Each registered shareholder may elect to have dividends and distributions distributed in cash (i.e., “opt-out”) rather than participate in the DRIP. For any registered shareholder that does not so elect (each, a “Participant” and collectively, “Participants”), dividends and/or distributions on such shareholder’s Shares will be reinvested by GS&Co. (the “Plan Agent”), as agent for shareholders in administering the DRIP, in additional Shares, as set forth below. Participation in the DRIP is completely voluntary, and may be terminated or resumed at any time without penalty by Internet, telephone or written notice if received and processed by the Plan Agent prior to the dividend record date; otherwise such termination or resumption will be effective with respect to any subsequently declared dividend or other distribution. Participants who hold their Shares through a broker or other nominee and who wish to elect to receive any dividends and distributions in cash must contact their broker or nominee.

The Plan Agent will open an account for each holder of a class of Shares under the DRIP in the same name in which such holder of such Shares is registered. Whenever the Fund declares a dividend or other distribution (together, a “Dividend”) payable in cash, non-participants in the DRIP will receive cash and Participants will receive the equivalent in Shares, including partial Shares (as applicable), of the share class in which the Participant is invested, net of applicable withholding tax.

 

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The Plan Agent maintains all Participants’ accounts in the DRIP and furnishes written confirmation of all transactions in the accounts, including information needed by Participants for tax records. Shares in the account of each Participant will be held by the Plan Agent on behalf of the Participant in book entry form in the Plan Agent’s name or the Plan Agent’s nominee. Each shareholder proxy will include those Shares purchased or received pursuant to the DRIP. The Plan Agent will forward all proxy solicitation materials to Participants and vote proxies for Shares held under the DRIP in accordance with the instructions of the Participants.

In the case of shareholders such as banks, brokers or nominees which hold Shares for others who are the beneficial owners, the Plan Agent will administer the DRIP on the basis of the number of Shares certified from time to time by the record shareholder and held for the account of beneficial owners who participate in the DRIP.

The number of Shares to be received when distributions are reinvested will be determined by dividing the amount of the distribution by the Fund’s NAV per Share. Any stock dividends or split of Shares distributed by the Fund on Shares held by the Plan Agent for Participants will be credited to their accounts.

The Plan Agent’s fees for the handling of the reinvestment of dividends and distributions will be paid by the Fund, but all outstanding Class S and Class D Shares, including those purchased under the DRIP, will be subject to ongoing servicing fees. Capital gains and income are realized even though cash is not received by the shareholder. As such, the automatic reinvestment of Dividends will not relieve Participants of any Federal, state or local income tax that may be payable (or required to be withheld) on such dividend. Shares acquired through the DRIP will not be subject to the Early Repurchase Fee.

Each Participant may terminate his or her account under the DRIP by so notifying the Plan Agent by telephone, through the Internet or in writing prior to the dividend record date. Such termination will be effective immediately if received by the Plan Agent prior to any dividend or distribution record date; otherwise such termination or resumption will be effective with respect to any subsequently declared dividend or other distribution. Upon any withdrawal or termination, the Plan Agent will cause to be delivered to each terminating Participant a statement of holdings for the appropriate number of the Fund’s whole book-entry Shares and a check for the cash adjustment of any fractional share at the market value per Common Share as of the close of business on the day the termination is effective less any applicable fee.

The Fund reserves the right to amend or terminate the DRIP upon notice in writing to each Participant at least 30 days prior to any record date for the payment of any dividend or distribution by the Fund. There is no direct service charge to Participants with regard to purchases in the DRIP; however, the Fund reserves the right to amend the DRIP to include a service charge payable by the Participants. Notice will be sent to Participants of any amendments as soon as practicable after such action by the Fund.

All correspondence from a registered owner of Shares concerning the DRIP should be directed to the Plan Agent at (312) 655-4419 or Goldman Sachs Funds, P.O. Box 219711, Kansas City, MO 64121. Participants who hold their Shares through a broker or other nominee should direct correspondence or questions concerning the DRIP to their broker or nominee.

Unlisted Closed-End Fund Structure

The Fund is organized as a continuously offered, non-diversified closed-end management investment company. Closed-end funds differ from open-end funds in that the shareholders of closed-end funds do not have the right to redeem their shares on a daily basis. Unlike most closed-end funds, which typically list their shares on a securities exchange, the Fund does not currently intend to list the Shares for trading on any securities exchange, and the Fund does not anticipate that any secondary market will develop for the Shares in the foreseeable future. Accordingly, an investment in the Fund, unlike an investment in a typical closed-end fund, should not be considered to be a liquid investment. In order to provide a limited degree of liquidity to shareholders, the Fund is operated as a “tender offer fund” and may make from time to time Repurchase Offers for a limited amount of the Fund’s Shares (up to 2.5% per quarter and subject to the Board’s discretion).

The Fund believes that an unlisted closed-end structure is appropriate in light of the long-term nature of the Fund’s strategy and the characteristics of its portfolio because, among other things, certain features of open-end funds (such as daily redemptions, which can necessitate the premature sale of investments) could limit the Fund’s flexibility in implementing its investment strategy. Accordingly, an unlisted closed-end structure is expected to help the Fund achieve its investment objective. The Fund’s NAV per Share may be volatile. As the Shares are not traded, investors will not be able to dispose of their investment in the Fund regardless of the Fund’s performance.

 

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In the future, the Fund may determine to adopt a policy in reliance on Rule 23c-3 under the 1940 Act and convert to an interval fund. The Fund currently expects to provide liquidity to shareholders through quarterly tender offers as discussed above. If the Fund were to adopt a fundamental policy to operate as an interval fund in the future, however, then the Fund would be required to make offers to repurchase between 5% and 25% of its outstanding Shares at net asset value, pursuant to Rule 23c-3 under the 1940 Act on a quarterly, semi-annual or annual basis. Interval funds also are subject to specific liquidity requirements under Rule 23c-3, which require an interval fund to maintain assets equal to 100% of a repurchase offer amount that can be sold or disposed of in the ordinary course of business, at approximately the price at which the Fund has valued the investment, within a period equal to the period between a repurchase request deadline and the repurchase pricing date, or of assets that mature by the next repurchase payment deadline, from the time the Fund sends a notification of a repurchase offer to shareholders until the repurchase pricing date. Moreover, converting to an interval fund would result in the Fund calculating its NAV on a daily or weekly basis. There is currently no timeline or intention for an adoption of a fundamental policy to operate as an interval fund. If the Fund determines to adopt such a fundamental policy in the future, however, then it would notify shareholders in advance.

 

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PLAN OF DISTRIBUTION

The Fund is offering $[ ] of shares of beneficial interest. The minimum initial investment for each class of Shares is also described in the “Shareholder Guide” section. Shares are being offered through Goldman Sachs & Co. LLC (“GS&Co.” or the “Distributor”) at an offering price equal to the Fund’s then current NAV per Share.

If you purchase the Fund through an Intermediary, the Fund and/or its affiliates may pay the Intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the Intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your Intermediary’s website for more information.

The initial closing of this offering will occur as soon as practicable in the sole discretion of the Investment Adviser upon the receipt and acceptance by the Fund of aggregate commitments (“Capital Commitments”) totaling at least $[ ] million, as may be amended by the Investment Adviser at its sole discretion (the “Minimum Offering Requirement”).

Investors will be required to fund a single drawdown (the “Drawdown”) to purchase Shares equal to 100% of their respective Capital Commitments at the initial closing (the “Drawdown Notice”). The Drawdown Notice will request the full subscription amount of the investor’s Drawdown (the “Drawdown Amount”) and provide the date (the “Drawdown Date”) on which the Drawdown Amount is due. The Fund will deliver the Drawdown Notice at least ten (10) calendar days prior to the Drawdown Date. After the Minimum Offering Requirement is satisfied, the Fund will accept subscriptions on a monthly basis. If aggregate commitments do not meet the Minimum Offering Requirement, the Fund may release investors from such commitments and dissolve.

The distribution agreement between the Fund and the Distributor contains provisions for the indemnification of the Distributor by the Fund against liabilities resulting from material misstatements in the Fund’s registration statement (except to the extent a misstatement is based upon information furnished to the Fund by the Distributor).

Each prospective investor in the Fund should obtain the advice of his, her or its own legal, accounting, tax and other advisers in reviewing documents pertaining to an investment in the Fund, including but not limited to, this prospectus, the SAI and the Fund’s form of subscription agreement before deciding to invest in the Fund.

The Fund’s form of subscription agreement is governed by the laws of the State of Delaware. The Delaware courts shall have exclusive jurisdiction in relation to the subscription agreement.

The Fund and the Distributor have the sole right to accept orders to purchase Shares and reserve the right to reject any purchase order in whole or in part. Shareholders will not have the right to redeem their Shares. No market currently exists for the Fund’s Shares. The Fund does not currently intend to list its Shares for trading on any securities exchange, and does not anticipate that a secondary market will develop for its Shares. The Fund operates as a “tender offer fund,” a type of fund which, in order to provide a limited degree of liquidity to shareholders, may from time to time make offers to repurchase up to 2.5% per quarter of its outstanding Shares at NAV. The Investment Adviser generally intends to recommend to the Board (subject to its discretion) that the Fund offer to repurchase not more than 2.5% per quarter of the Fund’s outstanding Shares at NAV. Such repurchases are expected to be offered at the Fund’s NAV per share as of the applicable valuation date. Accordingly, you may not be able to sell Shares when and/or in the amount that you desire. Thus, the Shares are appropriate only as a long-term investment. In addition, the Fund’s Repurchase Offers may subject the Fund and shareholders to special risks. See “Risks of the Fund—Principal Risks of the Fund—Repurchase Offers Risk.”

The address of GS&Co. is 200 West Street, New York, New York 10282. GS&Co. also serves as the Fund’s transfer and dividend disbursing agent (as described above in “Other Service Providers— Transfer Agent”).

Other Payments

The Investment Adviser and/or its affiliates may offer from time to time to purchase Shares on behalf of Class I, Class S, and Class D Share investors. Investors who are eligible for any such offering would receive Shares from the Investment Adviser and/or its affiliates in a specified amount (“Additional Shares”). Such Additional Shares will have the same rights as other Shares of the same Share class. Such payments will be made from the assets of the Investment Adviser and/or its affiliates (and not the Fund).

 

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SHAREHOLDER GUIDE

The following section will provide you with answers to some of the most frequently asked questions regarding buying and selling the Fund’s Shares.

Shares Offering

Each class of Shares of the Fund is continuously offered through the Distributor. The Fund and the Distributor have the sole right to accept orders to purchase shares and reserve the right to reject any purchase order in whole or in part. No market currently exists for the Fund’s Shares. The Fund does not currently intend to list its Shares for trading on any securities exchange, and does not anticipate that a secondary market will develop for its Shares. Neither the Investment Adviser, nor the Distributor, intends to make a market in the Fund’s Shares. Shares of the Fund are not eligible for purchase by registered investment companies or BDCs to the extent such acquisition is in reliance on Rule 12d1-4 under the 1940 Act.

The Fund offers Class I Shares, Class S Shares and Class D Shares. The decision as to which class to purchase depends on the amount you invest, the intended length of the investment and your personal situation. You should contact the Intermediary through whom you purchased your Shares to discuss which share class option is right for you. Note: Intermediaries may receive different compensation for selling different share classes.

Investors purchasing Shares through a retirement plan or employee benefit plan may obtain additional information regarding the plan from their plan sponsor.

Eligible Investors

The Fund will sell its Shares only to prospective investors who meet the definition of “qualified client” as defined in Rule 205-3 under the Advisers Act. A “qualified client” is a person who, or a company that, (i) has at least $1,400,000 under the management of the Investment Adviser; (ii) has a net worth (together, in the case of a person, with assets held jointly with a spouse) of more than $2,700,000; or (iii) is a “qualified purchaser” as defined in Section 2(a)(51)(A) of the 1940 Act. The “qualified client” criteria will apply to all investors and will not be waived.

How to Subscribe

You may buy or request that the Fund repurchase Shares through your financial advisor, a participating broker or other financial intermediary that has a selling agreement with the Distributor. Because an investment in Shares of the Fund involves many considerations, your financial advisor or other financial intermediary may help you with this decision. Due to the illiquid nature of the Fund’s investments, Shares are only suitable as a long-term investment. Because there is no public market for Shares, shareholders may have difficulty selling their Shares, including if the Fund chooses to repurchase only some, or even none, of the shares in a particular quarter, or if the Board modifies, suspends or terminates the share repurchase program.

Eligible investors, as described above may purchase Shares. Investors seeking to purchase Shares must proceed as follows:

 

•

Read this entire Prospectus and Statement of Additional Information, and any applicable supplements to such Fund materials.

 

•

Complete the execution copy of the subscription agreement or such other documentation as required by the Distributor. A specimen copy of the subscription agreement, including instructions for completing it, will be made available with this Prospectus. Subscription agreements may be executed manually or by electronic signature except where the use of such electronic signature has not been approved by the Distributor. Should you execute the subscription agreement electronically, your electronic signature, whether digital or encrypted, included in the subscription agreement is intended to authenticate the subscription agreement and to have the same force and effect as a manual signature.

 

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Submit a wire transfer, instruct your broker to make payment from your brokerage account or otherwise deliver funds for the full purchase price of the Shares being subscribed for along with the completed subscription agreement to the participating broker. For all Share classes, after you have satisfied the applicable minimum purchase requirement of $25,000, additional purchases must be in increments of $10,000, unless such minimums are waived by the Distributor. The minimum subsequent investment does not apply to purchases made under the DRIP.

 

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•

By executing the subscription agreement and paying the total purchase price for the Shares subscribed for, each investor attests that he, she or it is a “qualified client” and/or non-U.S. person (as defined in the subscription agreement) and agrees to be bound by all of the terms and conditions of the subscription agreement. Certain participating brokers may require additional documentation.

The initial closing of this offering will occur as soon as practicable in the sole discretion of the Investment Adviser upon the receipt and acceptance by the Fund of Capital Commitments meeting the Minimum Offering Requirement, as may be amended by the Investment Adviser at its sole discretion. Investors will be required to fund a single drawdown to purchase Shares equal to 100% of their respective Capital Commitments at the initial closing. The Drawdown Notice will specify the amount of the Drawdown; and the date on which the Drawdown Amount is due. The Fund will deliver the Drawdown Notice at least ten (10) calendar days prior to the Drawdown Date.

Subscriptions to purchase Shares of the Fund after the Minimum Offering Requirement is satisfied may be made on an ongoing basis, but investors may only purchase Shares pursuant to accepted subscription orders as of the first day of each month (based on the NAV per Share as determined as of the previous day, being the last day of the preceding month), and to be accepted, a subscription request must be made with a completed and executed subscription agreement in good order, including satisfying any additional requirements imposed by the subscriber’s broker, at least ten business days prior to the first day of the month (unless waived by the Distributor) and payment of the full purchase price of Shares being subscribed for at least seven business days prior to the first day of the month (unless waived by the Distributor).

For example, if you submit a subscription in October, your subscription request must be received in good order at least ten business days, and payment of the full purchase price must be received at least seven business days, before November 1. Notice of each Share transaction will be furnished to shareholders (or their financial representatives) as soon as practicable but not later than seven business days after the Fund’s NAV as of October 31 is determined and credited to the shareholder’s account, together with information relevant for personal and tax records. While a shareholder will not know the NAV applicable on the effective date of the Share purchase, the NAV applicable to a purchase of Shares will be available generally within 20 business days after the effective date of the Share purchase; at that time, the number of Shares based on that NAV and each shareholder’s purchase will be determined and Shares will be credited to the shareholder’s account as of the effective date of the Share purchase. In this example, if accepted, your subscription would be effective on the first calendar day of November.

If for any reason the Fund rejects the subscription, or if the subscription request is canceled or withdrawn before it is accepted, as described below, or at such other time as permitted in the Fund’s sole discretion, the Fund will return the subscription agreement and the related funds, without interest or deduction, within ten business days after such rejection, cancellation or withdrawal.

Shares purchased by a fiduciary or custodial account will be registered in the name of the fiduciary account and not in the name of the beneficiary. If you place an order to buy Shares and your payment is not received and collected, your purchase may be canceled, and you could be liable for any losses or fees the Fund has incurred.

Purchase Price

Shares of the Fund are sold at the then-current NAV per share, as described in “How are Shares Priced?” below. Each class of Shares may have a different NAV per share because shareholder servicing and/or distribution fees differ with respect to each class.

If an investor participates in the Fund’s DRIP, the cash distributions (net of any withholding taxes) attributable to the class of Shares that the investor purchased in the Fund’s primary offering will be automatically invested in additional Shares of the same class. The purchase price for Shares purchased under the DRIP will be equal to the most recent available NAV per Share for such Shares at the time the distribution is payable.

The Fund will generally adhere to the following procedures relating to purchases of Shares in this continuous offering:

 

•

On each business day, the transfer agent will collect purchase orders. The Fund can reject initial and subsequent purchase orders, in whole or in part, for any reason. After the Minimum Offering Requirement is satisfied, Investors may only purchase Shares pursuant to accepted subscription orders as of the first day of each month (based

 

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on the NAV per Share as determined as of the previous day, being the last day of the preceding month), and to be accepted, a subscription request must be made with a completed and executed subscription agreement in good order at least ten business days prior to the first day of the month (unless waived by the Distributor) and payment of the full purchase price of the Shares being subscribed for at least seven business days prior to the first day of the month (unless waived by the Distributor). If a purchase order is received less than ten business days prior to the first day of the month, unless waived by the Distributor, the purchase order will be executed in the next month’s closing at the transaction price applicable to that month. At its discretion, the Distributor may include a purchase order from a prior month in a subsequent monthly closing. As a result of this process, the price per Share at which your order is executed may be different than the price per Share for the month in which you submitted your purchase order.

 

•

Generally, within 20 business days after the first calendar day of each month, NAV per Share will be determined for each Share class as of the last calendar day of the immediately preceding month, which will be the purchase price for Shares purchased with that effective date.

 

•

Subscribers are not committed to purchase Shares at the time their subscription orders are submitted, and any subscription may be cancelled at any time before the time it has been accepted, as described above, or at such other time as permitted in the Fund’s sole discretion. You may withdraw your purchase request by notifying the transfer agent through your financial intermediary.

 

•

You will receive a confirmation statement of each new transaction in your account from the Fund or your financial advisor, participating broker or financial intermediary as soon as practicable but generally not later than seven business days after the shareholder transactions are settled when the applicable NAV per Share is determined.

The Fund’s NAV per Share may vary significantly from one month to the next.

In contrast to securities traded on an exchange or over-the-counter, where the price often fluctuates as a result of, among other things, the supply and demand of securities in the trading market, the Fund’s NAV per Share is calculated once monthly using the Fund’s valuation methodologies, and the price at which the Fund sells new Shares and repurchase outstanding Shares will not change depending on the level of demand by investors or the volume of requests for repurchases.

What Should I Know When I Purchase Shares through an Intermediary?

Intermediaries that invest in shares on behalf of their customers may charge brokerage commissions or other fees directly to their customer accounts in connection with their investments. You should contact your Intermediary for information regarding such charges, as these fees, if any, may affect the return such customers realize with respect to their investments.

The Investment Adviser, Distributor and/or their affiliates may make payments or provide services to Intermediaries and other persons to promote the sale, distribution and/or servicing of shares of the Fund and other funds managed by the Investment Adviser and/or certain of its advisory affiliates (“Goldman Sachs Funds”). These payments are made out of the Investment Adviser’s, Distributor’s and/or their affiliates’ own assets, and are not an additional charge to the Fund. The payments are in addition to the distribution and service fees described in the Prospectus. Such payments are intended to compensate Intermediaries and other persons for, among other things: marketing shares of the Fund and other Goldman Sachs Funds, which may consist of payments relating to the Fund’s inclusion on preferred or recommended fund lists or in certain sales programs sponsored by the recipients; access to the Intermediaries’ registered representatives or salespersons, including at conferences and other meetings; assistance in training and education of personnel; marketing support; the provision of analytical or other data to the Investment Adviser or its affiliates relating to sales of shares of the Fund and other Goldman Sachs Funds; the support or purchase of technology platforms/software; and/or other specified services intended to assist in the distribution and marketing of the Fund and other Goldman Sachs Funds, including provision of consultative services to the Investment Adviser or its affiliates relating to marketing and/or sale of shares of the Fund and other Goldman Sachs Funds. The payments may also, to the extent permitted by applicable regulations, sponsor various trainings and educational programs. The payments by the Investment Adviser, Distributor and/or their affiliates, which are in addition to the fees paid for these services by the Fund, may also compensate Intermediaries and other persons for sub-accounting, sub-transfer agency, administrative, shareholder processing and/or recordkeeping services. These additional payments may exceed amounts earned on these assets by the Investment Adviser, Distributor and/or their affiliates for the performance of these or similar services. In addition, certain Intermediaries may have access to certain services from the Investment Adviser, Distributor and/or their affiliates, including research reports, economic analysis, and portfolio analysis, portfolio construction and similar tools and software. In certain cases, the Intermediaries may not pay for these products or services or may only pay for a portion of the total cost of these products or services. Please refer to the “Payments to Others (Including Intermediaries)” section of the SAI for more information about these and similar payments and services.

 

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The payments made by the Investment Adviser, Distributor and/or their affiliates and the services provided by an Intermediary or other person may differ for different Intermediaries and other persons. The presence of these and similar payments, receipt of these services and the basis on which an Intermediary compensates its registered representatives or salespersons may create an incentive for a particular Intermediary, registered representative, salesperson or other person to highlight, feature or recommend the Fund based, at least in part, on the level of compensation paid. You should contact your Intermediary, or any other person that provides services to you, for more information about the payments it receives and any potential conflicts of interest.

Not all Intermediaries offer all classes of shares. These other share classes are subject to different fees and expenses (which affect performance) and are entitled to different services than Class I, Class S, and Class D Shares. Information regarding these other share classes is included in the Prospectus for the applicable share class and may also be obtained from your Intermediary (if your Intermediary offers more than one class of shares) or from GS&Co. by calling the number on the back cover of the Prospectus.

Customer Identification Program.

Federal law requires the Fund to obtain, verify and record identifying information for certain investors, which will be reviewed solely for customer identification purposes, which may include the name, residential or business street address, date of birth (for an individual), Social Security Number or taxpayer identification number or other information for each investor who opens an account directly with the Fund. Applications without the required information may not be accepted by the Fund. Throughout the life of your account, the Fund may request updated identifying information in accordance with their Customer Identification Program. After accepting an application, to the extent permitted by applicable law or their Customer Identification Program, the Fund reserves the right to: (i) place limits on transactions in any account until the identity of the investor is verified; (ii) refuse an investment in the Fund; or (iii) involuntarily repurchase an investor’s shares and close an account in the event that the Fund is unable to verify an investor’s identity or are unable to obtain all required information. The Fund and its agents will not be responsible for any loss or tax liability in an investor’s account resulting from the investor’s delay in providing all required information or from closing an account and repurchasing an investor’s shares pursuant to their Customer Identification Program.

Share Repurchase Program

No Right of Redemption

No shareholder or other person holding Shares acquired from a shareholder has the right to require the Fund to repurchase any Shares. No public market for Shares exists, and none is expected to develop in the future. Consequently, shareholders may not be able to liquidate their investment other than as a result of repurchases of Shares by the Fund, as described below.

Repurchase of Shares

The Fund intends to maintain a share repurchase program in which the Fund, subject to the discretion of the Board, intends to repurchase, in each quarter, up to 2.5% of Shares outstanding (by number of shares) as of the close of the previous calendar quarter. The specific terms of each repurchase offer will be disclosed in accordance with the applicable forms and rules under the Exchange Act. The Board may amend, suspend or terminate the share repurchase program if it deems such action to be in the best interest of the Fund and its shareholders. As a result, share repurchases may not be available each quarter. Upon a suspension of the share repurchase program, the Board will consider at least quarterly whether the continued suspension of the share repurchase program remains in the best interest of the Fund and its shareholders. However, the Board is not required to authorize the recommencement of the share repurchase program within any specified period of time. The Board may also terminate the share repurchase program if required to do so by applicable law or in connection with a transaction in which shareholders receive liquidity for their Shares, such as a sale or merger of the Fund or listing of Shares on a national securities exchange.

 

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The Fund expects to repurchase shares pursuant to tender offers each quarter using a purchase price equal to the NAV per share as of the last calendar day of the applicable quarter, except that shares that have not been outstanding for at least one year will be subject to an Early Repurchase Fee. The one-year holding period is measured as of the subscription closing date immediately following the prospective repurchase date and does not include shares received under the Fund’s DRIP. The Early Repurchase Fee may be waived in the case of repurchase requests arising from the death, divorce, or qualified disability of the holder. The Early Repurchase Fee will be retained by the Fund for the benefit of remaining shareholders. The Fund intends to conduct repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Exchange Act and the Investment Company Act. All shares purchased by the Fund pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued shares.

Shareholders may tender all of the Shares that they own. There is no repurchase priority for a shareholder under the circumstances of death or disability of such shareholder.

In the event the amount of shares tendered exceeds the repurchase offer amount, the Fund will repurchase shares on a pro rata basis. All unsatisfied repurchase requests must be resubmitted in the next quarterly tender offer, or upon the recommencement of the share repurchase program, as applicable. The Fund will have no obligation to repurchase shares, including if the repurchase would violate the restrictions on distributions under federal law or Delaware law. The limitations and restrictions described above may prevent the Fund from accommodating all repurchase requests made in any quarter. The share repurchase program has many limitations, including the limitations described above, and should not in any way be viewed as the equivalent of a secondary market. Further, an affiliate of the Investment Adviser has made, and may in the future determine to make an additional, investment of capital in the Fund. As a result, the Investment Adviser’s affiliate may own a substantial amount of the Fund’s outstanding Shares. The Investment Adviser’s affiliate may periodically elect to tender any or all of its Shares for repurchase under the share repurchase program. Any such tenders by the Investment Adviser’s affiliate could have a negative impact on the Fund, including on the Fund’s liquidity, and could reduce the opportunity for other shareholders to tender the full amount of their Shares in a given quarter.

The Fund will offer to repurchase shares on such terms as may be determined by the Board in its complete and absolute discretion unless, in the judgment of the Independent Trustees, such repurchases would not be in the best interests of the Fund or its shareholders or would violate applicable law. There is no assurance that the Board will exercise its discretion to offer to repurchase shares or that there will be sufficient funds available to accommodate all of shareholder requests for repurchase. As a result, the Fund may repurchase less than the full amount of shares that a shareholder requests to have repurchased. If the Fund does not repurchase the full amount of shares requested to be repurchased, or it determines not to make repurchases of Shares, shareholders will likely not be able to dispose of shares, even if the Fund underperforms. Any periodic repurchase offers will be subject in part to the Fund’s available cash and compliance with the RIC qualification and diversification rules and the Investment Company Act. Shareholders will not pay a fee to the Fund in connection with the Fund’s repurchase of shares under the share repurchase program.

The Fund will repurchase shares from shareholders pursuant to written tenders on terms and conditions that the Board determines to be fair to the Fund and to all shareholders. When the Board determines that the Fund will repurchase shares, notice will be provided to shareholders describing the terms of the offer, containing information shareholders should consider in deciding whether to participate in the repurchase opportunity and containing information on how to participate.

The Fund does not impose any charges in connection with repurchases of shares, except for the Early Repurchase Fee. All shares purchased by the Fund pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued shares.

Payment for repurchased shares may require the Fund to liquidate portfolio holdings earlier than the Investment Adviser would otherwise have caused these holdings to be liquidated, potentially resulting in losses, and may increase the Fund’s investment-related expenses as a result of higher portfolio turnover rates. The Investment Adviser intends to take measures, subject to policies as may be established by the Board, to attempt to avoid or minimize potential losses and expenses resulting from the repurchase of shares.

 

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In the future, the Fund may determine to adopt a policy in reliance on Rule 23c-3 under the 1940 Act. Adopting such a policy would require that the Fund make repurchase offers of between 5% and 25% of shares on a quarterly, semi-annual or annual basis and would subject the Fund to the conditions of Rule 23c-3 which requires, among other things, that the Fund strike a daily or weekly NAV. Should the Fund elect to rely on Rule 23c-3, it will maintain an investment objective, strategies and investment policies, guidelines and restrictions that are materially equivalent to those of the Fund. See “Risks of the Fund—Principal Risks of the Fund—Repurchase Offers Risk.”

What Else Do I Need to Know about Repurchases?

The following generally applies to repurchase requests:

 

•

Additional documentation may be required when deemed appropriate by the Transfer Agent. A repurchase request will not be in proper form until such additional documentation has been received.

 

•

Intermediaries are responsible for the timely transmittal of repurchase requests by their customers to the Transfer Agent. In order to facilitate the timely transmittal of repurchase requests, Intermediaries may set times by which they must receive repurchase requests. Intermediaries may also require additional documentation from you.

Mandatory Repurchases and Redemptions.

The Fund may also repurchase and/or redeem Shares of a shareholder without consent or other action by the shareholder or other person, in accordance with the terms of its Agreement and Declaration of Trust and the 1940 Act, including Rules 23c-1 and 23c-2 under the 1940 Act, if the Fund determines that:

 

•

ownership of Shares by a shareholder or other person is likely to cause the Fund to be in violation of, require registration of any Shares under, or subject the Fund to additional registration or regulation under, the securities, commodities or other laws of the United States or any other relevant jurisdiction;

 

•

continued ownership of Shares by a shareholder may be harmful or injurious to the business or reputation of the Fund, the Board, the Investment Adviser or any of their affiliates, or may subject the Fund or any shareholder to an undue risk of adverse tax or other fiscal or regulatory consequences;

 

•

there is actual or suspected threatening conduct or actual or suspected fraudulent, suspicious or illegal activity by the shareholder or any other individual associated with the shareholder’s account;

 

•

any of the representations and warranties made by a shareholder or other person in connection with the acquisition of Shares was not true when made or has ceased to be true;

 

•

with respect to a shareholder subject to special regulatory or compliance requirements, such as those imposed by the U.S. Bank Holding Company Act of 1956, as amended, certain Federal Communications Commission regulations, or the Employee Retirement Income Security Act of 1974, as amended, the shareholder is likely to be subject to additional regulatory or compliance requirements under these Special Laws or Regulations by virtue of continuing to hold any Shares;

 

•

the shareholder’s estate submits a tender request and proof of owner’s death; or

 

•

the disabled shareholder’s legal representative submits tender request and proof of qualified disability.

In the event that any shareholder fails to maintain the minimum balance of $500 of Shares, the Fund may, at the time of such failure or any time subsequent to such failure, repurchase all of the shares held by that shareholder at the repurchase price in effect on the date the Fund determines that the shareholder has failed to meet the minimum balance, less any Early Repurchase Fee. Minimum account repurchases will apply even in the event that the failure to meet the minimum balance is caused solely by a decline in NAV. Minimum account repurchases may be subject to the Early Repurchase Fee.

The Fund may also repurchase Shares in the event a shareholder’s Intermediary’s relationship with GS&Co. is terminated, and the shareholder does not transfer their account to another Intermediary, or in the event that the Fund is no longer an option in the shareholder’s Employee Benefit Plan or no longer available through a shareholder’s fee-based account with an Intermediary.

 

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None of the Fund, the Investment Adviser or GS&Co. will be responsible for any loss in an investor’s account or tax liability resulting from an involuntary repurchase.

How are Shares Priced?

The Fund intends to calculate its NAV per share on a monthly basis (or more frequently, as appropriate). The price you pay when you buy Shares is the Fund’s next-determined NAV per share after the Transfer Agent (or, if applicable, an Authorized Institution) has received and accepted your subscription in proper form. The price you receive when the Fund repurchases your Shares may be reduced by any applicable charges (e.g., CDSCs). The NAV per share of each class is generally calculated as follows:

 

NAV per Share =		(Value of Assets of the Class) – (Liabilities of the Class)
		Number of Outstanding Shares of the Class

The Fund conducts the valuation of its assets, pursuant to which NAV is determined, at all times consistent with accounting principles generally accepted in the United States of America and the 1940 Act. Pursuant to Rule 2a-5 under the 1940 Act, the Board has designated the Investment Adviser as valuation designee (the “Valuation Designee”) primarily responsible for the valuation of the Fund’s assets, subject to the oversight of the Board. The Investment Adviser, through its Asset Management Valuation Committee (the “Asset Management Valuation Committee”), determines the fair value of the Fund’s assets, in accordance with such rule and the terms of Financial Accounting Standards Board ASC Codification Topic 820, Fair Value Measurement and Disclosures (“ASC 820”), subject to the oversight of the Board. The Fund’s valuation procedures are described in more detail below.

The Fund does not expect that there will be readily available market values for most of the investments that will be in the Fund’s portfolio, and the Fund values such investments at fair value as determined in good faith by or under the direction of the Valuation Designee using a documented valuation policy (the “Valuation Policy”), described below, and a consistently applied valuation process.

Valuation Methodologies

Underlying Private Fund Investments Methodology

The value of the Fund’s assets will be determined based in part on the NAV of the Underlying Private Funds. The Investment Adviser, in its reasonable discretion, will value an investment in an Underlying Private Fund (an “Underlying Private Fund Investment”) in accordance with the Valuation Policy, based upon available relevant information. The Investment Adviser generally intends to rely upon the most recent valuations provided to it by the Underlying Managers adjusted for subsequent contributions to or distributions from the relevant Underlying Private Fund or other Underlying Private Fund Investments and as described in the following paragraph, but is not obligated to do so (the “Practical Expedient Methodology”). The Board has approved procedures pursuant to which the Investment Adviser will value the Fund’s investments and ensure that valuations of Underlying Private Fund interests meet the relevant criteria to rely on the Practical Expedient Methodology.

Underlying Managers typically provide valuations to their investors on a delay. Although this varies based on the Underlying Private Fund or other asset, delays of two (2) quarters or more are not uncommon, especially pending receipt of audited financial information. Accordingly, the most recent valuations by an Underlying Manager will generally state the valuation as of several months prior. In order to address this timing discrepancy, the Investment Adviser is expected to engage one or more independent valuation advisers (“Independent Valuation Advisors”) to develop a methodology for adjusting valuations based on monthly factors and subsequent developments in specified circumstances. With respect to unaffiliated Underlying Private Fund Investments, this is expected to involve comparison to a benchmark, including potentially an index prepared specifically for the Fund by such Independent Valuation Advisor, potentially subject to certain materiality thresholds. If a benchmark is used, investors should note that the appropriate benchmark will not always be evident and that the performance of a particular Underlying Private

 

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Fund or asset will likely differ, in some cases materially, from the performance of any benchmark. As a result, such approximations of value as of a date should be expected to differ from the valuations that will eventually be received from an Underlying Private Fund Investment. A divergence in the performance of a benchmark as compared to the performance of a particular Underlying Private Fund Investment or asset, will be assessed by the Investment Adviser taking into consideration [various factors], including certain materiality thresholds, and will not in all cases result in an adjustment to the valuation of the investment. To the extent that these factors result in a higher or lower valuation for the investment, the Fund’s NAV may be adjusted. The Investment Adviser will employ the foregoing methodology in assessing the valuation of a particular Underlying Private Fund Investment or asset, but the performance of a benchmark will not necessarily be indicative of the performance of an Underlying Private Fund Investment and any adjustments to the Fund’s NAV stemming from such assessment will be solely at the discretion of the Investment Adviser.

In addition to a broad market approach, the Investment Adviser takes into account a direct view into assets held in an Underlying Private Fund Investment to the extent it has current information about the underlying holdings of such Underlying Private Funds, which allows for the review of name-specific events. For purposes of determining the NAV of an Underlying Private Fund Investment, if an event materially affecting the value of an investment occurs, the Investment Adviser is expected to determine a revised fair value for such investment based on the information in the Investment Adviser’s possession at the time of such revaluation taking into account various factors. Subject to applicable law, any such revaluations, particularly at a time in close proximity to the occurrence of such event, would likely be conducted by the Investment Adviser without direct input from the independent appraisal expert, may be based upon incomplete or incorrect information and/or assumptions and estimates that are subject to error, and may not accurately reflect the liquidation value of the applicable investment. Subject to applicable law, the Investment Adviser may further revise such valuations in its sole discretion as additional information becomes available or new developments arise (for the avoidance of doubt, without adjusting previously determined NAVs). To the extent that the Investment Adviser does not possess all relevant information or has incorrect information at the time of any such initial or subsequent revaluation, the revised fair value used in determining the NAV of the Fund may be materially inaccurate, which may result in Shares being issued or repurchased at an inaccurate NAV and could adversely affect the Fund and/or investors. In connection with the foregoing, a revised fair value determination by the Investment Adviser may take time following the initial identification of a name-specific event and will not be immediate, and during such time values will not be updated or revised, if necessary.

Direct Private Assets Methodology

The determination of value for common stock of Venture Companies and growth companies and other private equity and private debt investments (each, a “Direct Private Asset”) may be based on various methodologies, including, but not limited to, comparable multiple analysis, yield to maturity / discounted cash flows and recent or pending transactions, as well as various inputs, including, but not limited to, (i) changes in the operating cash flows and financial performance of the asset, (ii) comparison of similar publicly traded securities, (iii) trends within the applicable market indices, sectors and / or regions, (iv) changes in the underlying business models, expected exit timing and strategy of the asset, (v) overall changes in the interest rate environment and the markets that may affect the price at which investments in similar assets may be made in the future and (vi) any specific rights or terms associated with the asset.

The Investment Adviser also engages Independent Valuation Advisors to provide independent valuations of the Direct Private Assets. The Independent Valuation Advisors independently value such assets using quantitative and qualitative information provided by the investment professionals of the Investment Adviser and the direct private asset, as well as any market quotations obtained from independent pricing services, brokers, dealers or market dealers. The Independent Valuation Advisors also provide analyses to support their valuation methodology and calculations. A portion of the portfolio is reviewed on a quarterly basis, and all Direct Private Assets are reviewed at least annually by an Independent Valuation Advisor. While Independent Valuation Advisor valuations are generally not obtained with respect to intra-monthly valuation days, the Investment Adviser may (although is under no obligation to) request that the Independent Valuation Advisors value particular Direct Private Assets as of an intra-month valuation day on an ad hoc basis.

 

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Fixed Income Securities Methodology

Fixed income securities are generally valued on the basis of prices (including evaluated prices) and quotations provided by pricing sources. Pricing sources may use matrix pricing or valuation models, which utilize certain inputs and assumptions, including, but not limited to, yield or price with respect to comparable fixed income securities, to determine current value. Pricing sources generally value fixed income securities assuming orderly transactions of an institutional round lot size, but the Fund may hold or transact in such securities in smaller odd lot sizes. Odd lots may trade at lower prices than institutional round lots.

Listed Equity Securities Methodology

Equity securities listed on an exchange are generally valued at the last available sale price on the exchange on which they are principally traded.

Other Information Regarding Valuation

ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is a market-based measurement, not an entity-specific measurement. For some assets and liabilities, observable market transactions or market information might be available. For other assets and liabilities, observable market transactions and market information might not be available. However, the objective of a fair value measurement in both cases is the same—to estimate the price when an orderly transaction to sell the asset or transfer the liability would take place between market participants at the measurement date under current market conditions (that is, an exit price at the measurement date from the perspective of a market participant that holds the asset or owes the liability).

ASC 820 establishes a hierarchal disclosure framework which ranks the observability of inputs used in measuring financial instruments at fair value. The observability of inputs is impacted by a number of factors, including the type of financial instruments and their specific characteristics. Financial instruments with readily available quoted prices, or for which fair value can be measured from quoted prices in active markets, generally will have a higher degree of market price observability and a lesser degree of judgment applied in determining fair value. The levels used for classifying investments are not necessarily an indication of the risk associated with investing in these securities.

The three-level hierarchy for fair value measurement is defined as follows:

Level 1 – Inputs to the valuation methodology are quoted prices available in active markets for identical instruments as of the reporting date. The types of financial instruments included in Level 1 include unrestricted securities, including equities and derivatives, listed in active markets.

Level 2 – Inputs to the valuation methodology are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date. The types of financial instruments in this category include less liquid and restricted securities listed in active markets, securities traded in other than active markets, government and agency securities, and certain over-the-counter derivatives where the fair value is based on observable inputs.

Level 3 – Inputs to the valuation methodology are unobservable and significant to overall fair value measurement. The inputs into the determination of fair value require significant management judgment or estimation. Financial instruments that are included in this category include investments in privately held entities and certain over-the-counter derivatives where the fair value is based on unobservable inputs.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the determination of which category within the fair value hierarchy is appropriate for any given financial instrument is based on the lowest level of input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement requires judgment and considers factors specific to the financial instrument.

In addition, the Investment Adviser, consistent with its procedures and applicable regulatory guidance, may (but need not) determine to make an adjustment to the previous closing prices of either domestic or foreign securities in light of significant events, to reflect what it believes to be the fair value of the securities at the time of determining the Fund’s NAV. Significant events that could affect a large number of securities in a particular market may include,

 

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but are not limited to: situations relating to one or more single issuers in a market sector; significant fluctuations in U.S. or foreign markets; market dislocations; market disruptions or unscheduled market closings; equipment failures; natural or manmade disasters or acts of God; armed conflicts; governmental actions or other developments; as well as the same or similar events which may affect specific issuers or the securities markets even though not tied directly to the securities markets. Other significant events that could relate to a single issuer may include, but are not limited to: corporate actions such as reorganizations, mergers and buyouts; corporate announcements, including those relating to earnings, products and regulatory news; significant litigation; ratings downgrades; bankruptcies; and trading limits or suspensions.

The value of all assets and liabilities expressed in foreign currencies will be converted into U.S. dollar values at current exchange rates of such currencies against U.S. dollars as of the valuation date. If such quotations are not available, the rate of exchange will be determined in good faith under procedures approved by the Board. Spot foreign exchange rates will be valued using a pricing service at the time closest to the NAV calculation time, and forward foreign currency contracts will be valued by adding forward points provided by an independent pricing service to the spot foreign exchange rates and interpolating based upon maturity dates of each contract or by using outright forward rates, where available (if quotations are unavailable from a pricing service or, if the quotations by the Investment Adviser are believed to be inaccurate, the contracts will be valued by calculating the mean between the last bid and ask quotations supplied by at least one dealer in such contracts).

Please note the following with respect to the price at which your transactions are processed:

 

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NAV per share of each share class is generally calculated by the Fund’s fund accounting agent on a monthly basis (or more frequently, as appropriate). The price you pay when you buy Shares is the Fund’s next-determined NAV per share after the Transfer Agent (or, if applicable, an Authorized Institution) has received and accepted your subscription in proper form. This occurs after the determination, if any, of the income to be declared as a dividend.

 

•

The Fund reserves the right to reprocess purchase (including dividend reinvestments) and repurchase transactions that were processed at a NAV that is subsequently adjusted, and to recover amounts from (or distribute amounts to) shareholders accordingly based on the official closing NAV, as adjusted.

The Fund relies on various sources to calculate its NAV. The ability of the Fund’s fund accounting agent to calculate the NAV per share of each share class of the Fund is subject to operational risks associated with processing or human errors, systems or technology failures, cyber attacks and errors caused by third party service providers, data sources, or trading counterparties. Such failures may result in delays in the calculation of the Fund’s NAV and/or the inability to calculate NAV over extended time periods. The Fund may be unable to recover any losses associated with such failures. In addition, if the third-party service providers and/or data sources upon which the Fund directly or indirectly relies to calculate its NAV or price individual securities are unavailable or otherwise unable to calculate the NAV correctly, it may be necessary for alternative procedures to be utilized to price the securities at the time of determining the Fund’s NAV.

The XIG Valuation Working Group (“Working Group”) is responsible for reviewing valuation results for XIG investments and confirming they adhere to the XIG investments’ valuation policies. The Working Group assists the Asset Management Valuation Committee and XIG management in its oversight of valuation of XIG investments. The Private Investments Valuation Working Group is responsible for reviewing valuation results for investments in Direct Private Assets and confirming that they adhere to the XIG investments’ valuation policies.

Valuations provided by Underlying Managers are used even in situations where the Fund acquires an interest in an Underlying Private Fund as part of a traditional Secondaries Investment and, although such investments may be acquired at a premium to their stated NAVs, it is common in such investments that the interest in the Underlying Private Fund is acquired at a discount (which discount may be substantial) to its stated NAV. When such interests are purchased at a discount, using reported NAVs results in higher NAVs for the Fund at the time the Fund next calculates its NAV than would be the case had discounted purchase prices been used. This has the following effects (the opposite effect would hold in cases of Underlying Private Fund interests acquired at a premium):

 

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The Investment Adviser receives higher Management Fees and Incentive Fees, and the Distributor receives higher distribution fees, than each would have received had the NAV been calculated using the discounted purchase prices of the interests in the relevant Underlying Private Funds; and

 

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•

Repurchases and subscriptions will be effected at a higher price per Share than they would have been effected using the discounted purchase prices of the interests in the relevant Underlying Private Funds. In the case of repurchases, this will result in tendering shareholders receiving more repurchase proceeds and the Fund having less assets after the repurchase that it would otherwise have had, disadvantaging the non-tendering shareholders. Subscribing investors, on the other hand, will receive fewer Shares, and therefore a smaller percentage interest in the Fund, than they would have received had the NAV been calculated using the discounted purchase prices of the interests in the relevant Underlying Private Funds.

As a result of the foregoing, although the use of Underlying Manager-reported valuations rather than discounted purchase prices in connection with calculating NAV is typically considered a customary market practice for secondary investment strategies, the Investment Adviser has a conflict of interest. The effect of utilizing Underlying Manager-reported valuations with respect to a particular transaction will decrease over time as the underlying investments are realized.

The Fund has adopted NAV correction procedures that are applied whenever the NAV of the Fund is determined to have been miscalculated. Shareholder transactions may be reprocessed when a NAV error equals or exceeds certain thresholds. Alternatively, the party responsible for the NAV error may make the Fund and/or shareholders, as applicable, whole for any such error.

Additional Information Applicable to the Purchase of the Fund’s Shares

Class I Shares

Neither the Fund nor the Distributor will charge upfront selling commissions for sales of any Class I Shares. However, if you purchase Class I Shares from certain third-party financial intermediaries, they may directly charge you transaction or other fees, including upfront placement fees or brokerage commissions, in such amount as they may determine. No Distribution and Servicing Fees are paid for sales of any Class I Shares. The Investment Adviser or its affiliates may, in its discretion, pay additional compensation to selected brokers, dealers or other financial intermediaries out of its own funds and not as an additional charge to the Fund or shareholders.

Class I Shares generally are available for purchase in this offering only (1) through fee-based programs, also known as wrap accounts, sponsored by participating brokers or other intermediaries that provide access to Class I Shares, (2) by endowments, foundations, pension funds and other institutional investors, (3) through participating brokers that have alternative fee arrangements with their clients to provide access to Class I Shares, (4) through transaction/brokerage platforms at participating brokers, (5) through participating brokers that have certain selling arrangements with the Distributor, (6) through certain registered investment advisers, (7) by the Fund’s executive officers and directors and their immediate family members, as well as officers and employees of the Investment Adviser or other affiliates and their immediate family members, and, if approved by the Board, joint venture partners, consultants and other service providers, (8) by Goldman Sachs’ private wealth management clients or (9) by other categories of investors that the Fund names in an amendment or supplement to this Prospectus.

In addition, in certain cases, where a holder of Class S or Class D Shares exits a relationship with a participating broker for this offering and does not enter into a new relationship with a participating broker for the Shares, such holder’s Shares may be exchanged into an equivalent NAV amount of Class I Shares.

Without limiting the foregoing, the Distributor will waive or reduce to $10,000 or less Class I Share investment minimums for purchases: (1) through fee-based programs, also known as wrap accounts, sponsored by participating brokers or other intermediaries that provide access to Class I Shares, (2) by endowments, foundations, pension funds and other institutional investors, (3) through participating brokers that have alternative fee arrangements with their clients to provide access to Class I Shares, (4) through transaction/brokerage platforms at participating brokers, (5) through participating brokers that have certain selling arrangements with the Distributor, (6) through certain registered investment advisers, (7) by the Fund’s executive officers and directors and their immediate family members, as well as officers and employees of the Investment Adviser or other affiliates and their immediate family members, and, if approved by the Board, joint venture partners, consultants and other service providers, (8) by Goldman Sachs’ private wealth management clients, and (9) by other categories of investors that the Fund names in an amendment or supplement to this Prospectus. The foregoing categories of investors who are granted waivers or reductions by the Distributor from the Class I investment minimums include investors described in the foregoing sentence who make purchases for eligible retirement plans and IRAs. Waivers and reductions are subject to the terms and conditions of agreements that the Distributor enters into with participating intermediaries, as applicable.

 

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If you are eligible to purchase all four classes of Shares (when all of such classes are available for sale), you should be aware that Class I Shares have no Distribution and Servicing Fees, which will reduce the distributions of the other applicable share classes. However, Class I Shares will not receive shareholder services.

Class S Shares

Neither the Fund nor the Distributor will charge upfront selling commissions for sales of any Class S Shares. However, if you purchase Class S Shares from certain financial intermediaries, they may directly charge you transaction or other fees, including upfront placement fees or brokerage commissions, in such amount as they may determine.

The Fund will pay the Distributor selling commissions over time as a Distribution and Servicing Fee with respect to the Fund’s outstanding Class S Shares equal to [0.85]% per annum of the aggregate NAV of the Fund’s outstanding Class S Shares, including any Class S Shares issued pursuant to the DRIP. The Distribution and Servicing Fees will be paid monthly in arrears. The Distributor reallows (pays) all or a portion of the Distribution and Servicing Fees to participating brokers and servicing brokers for ongoing shareholder services performed by such brokers and will waive Distribution and Servicing Fees to the extent a broker is not eligible to receive it for failure to provide such services.

The Investment Adviser or its affiliates may, in its discretion, pay additional compensation to selected brokers, dealers or other financial intermediaries out of its own funds and not as an additional charge to the Fund or shareholders.

Class S Shares are available for purchase through brokerage and transaction-based accounts.

Class D Shares

Neither the Fund nor the Distributor will charge upfront selling commissions for sales of any Class D Shares. However, if you purchase Class D Shares from certain financial intermediaries, they may directly charge you transaction or other fees, including upfront placement fees or brokerage commissions, in such amount as they may determine.

The Fund will pay the Distributor selling commissions over time as a Distribution and Servicing Fee with respect to the Fund’s outstanding Class D Shares equal to [ ]% per annum of the aggregate NAV of all the Fund’s outstanding Class D Shares, including any Class D Shares issued pursuant to the Fund’s DRIP. The Distribution and Servicing Fees will be paid monthly in arrears. The Distributor reallows (pays) all or a portion of the Distribution and Servicing Fees to participating brokers and servicing brokers for ongoing shareholder services performed by such brokers and will waive Distribution and Servicing Fees to the extent a broker is not eligible to receive it for failure to provide such services.

The Investment Adviser or its affiliates may, in its discretion, pay additional compensation to selected brokers, dealers or other financial intermediaries out of its own funds and not as an additional charge to the Fund or shareholders.

Class D Shares generally are available for purchase only (1) through fee-based programs, also known as wrap accounts, sponsored by participating brokers or other intermediaries that provide access to Class D Shares, (2) through participating brokers that have alternative fee arrangements with their clients to provide access to Class D Shares, (3) through transaction/ brokerage platforms at participating brokers, (4) through certain registered investment advisers, (5) through bank trust departments or any other organization or person authorized to act in a fiduciary capacity for its clients or customers or (6) by other categories of investors that the Fund names in an amendment or supplement to this Prospectus.

 

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Common Questions Regarding Share Class Exchanges

What Should I Know about Share Class Exchanges?

Upon request, the Fund may, in its discretion, permit a current Fund shareholder to exchange his or her shares to another class of Fund Shares in a non-taxable transaction; provided that such shareholder meets the requirements of the new share class.

Transfers of Shares

Shares may be transferred only:

(1) by operation of law as a result of the death, bankruptcy, insolvency, adjudicated incompetence or dissolution of the shareholder; or

(2) under certain limited circumstances, with the written consent of the Fund, which may be withheld in its

sole discretion and is expected to be granted, if at all, only under extenuating circumstances.

The Fund generally will not consent to a transfer of Shares by a shareholder unless the transfer is to a transferee who represents that it is an Eligible Investor and after a partial transfer, the value of the Shares held in the account of each of the transferee and transferor is at least $25,000. A shareholder transferring Shares may be charged reasonable expenses, including attorneys’ and accountants’ fees, incurred by the Fund in connection with the transfer. In connection with any request to transfer Shares, the Fund may require the shareholder requesting the transfer to obtain, at the shareholder’s expense, an opinion of counsel selected by the Fund as to such matters as the Fund may reasonably request.

In subscribing for Shares, a shareholder agrees to indemnify and hold harmless the Fund, the Board, the Investment Adviser, each other shareholder and any of their affiliates against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which those persons may become subject by reason of, or arising from, any transfer made by that shareholder in violation of these provisions or any misrepresentation made by that shareholder or a substituted shareholder in connection with any such transfer.

What Types of Reports Will I be Sent Regarding My Investment?

Intermediaries are responsible for providing any communication from the Fund to shareholders, including but not limited to, prospectuses, prospectus supplements, Repurchase Offers, proxy materials and notices regarding the source of dividend payments under Section 19 of the 1940 Act. They may charge additional fees not described in the Prospectus to their customers for such services.

You will be provided with a printed confirmation of each transaction in your account and a quarterly account statement. If your account is held through your Intermediary you will receive this information from your Intermediary.

You will also receive an annual shareholder report containing audited financial statements and a semi-annual shareholder report. If you have consented to the delivery of a single copy of shareholder reports, prospectuses and other information to all shareholders who share the same mailing address with your account, you may revoke your consent at any time by contacting your Intermediary or the Fund at the appropriate phone number or address found on the back cover of the Prospectus. The Fund will begin sending individual copies to you within 30 days after receipt of your revocation. If your account is held through an Intermediary, please contact the Intermediary to revoke your consent.

Distribution and Service Fees

What are the Different Distribution and/or Service Fees Paid by the Fund’s Shares?

The Fund has adopted a distribution and service plan (the “Plan”) under which certain Share classes (as set forth below) bear distribution and/or service fees paid to GS&Co., some of which GS&Co. may pay to Intermediaries. If the fees received by GS&Co. pursuant to the Plan exceeds its expenses, GS&Co. may realize a profit from this arrangement. GS&Co. generally receives and pays the distribution and service fees on a monthly basis. Because these fees are paid out of the Fund’s assets on an ongoing basis, over time, these fees will increase the cost of your investment and may cost you more than paying other types of such charges.

 

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Distribution Fees

Distribution fees are subject to the requirements of Rule 12b-1 under the 1940 Act, and may be used (among other things) for:

 

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Compensation paid to and expenses incurred by Intermediaries, GS&Co. and their respective officers, employees and sales representatives;

 

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Commissions paid to Intermediaries;

 

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Allocable overhead;

 

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Telephone and travel expenses;

 

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Interest and other costs associated with the financing of such compensation and expenses;

 

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Printing of prospectuses for prospective shareholders;

 

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Preparation and distribution of sales literature or advertising of any type; and

 

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All other expenses incurred in connection with activities primarily intended to result in the sale of Fund Shares.

Service Fees

Service fees may be used (among other things) for personal and account maintenance services, and may be used to make payments to GS&Co., Intermediaries and their officers, sales representatives and employees for responding to inquiries of, and furnishing assistance to, shareholders regarding ownership of their shares or their accounts or similar services not otherwise provided on behalf of the Fund. Service fees may also be used for certain shareholder support and administration services.

GS&Co. normally will begin accruing distribution and/or service fees for Class S and Class D Shares immediately. The following table shows the distribution and/or servicing fees, payable monthly in arrears, that the Fund will pay the Distributor with respect to the Class S and Class D Shares based on a percentage of the Fund’s aggregate net assets attributed to such share class as set forth below.

Distribution and/or Servicing Fee Schedule

 

Share Class		Distribution Services		Shareholder Services		Maximum Distribution- Related and Shareholder Services
Class I		[N/A]		[N/A]		[N/A]
Class S		[0.85%]		[0.25%]		[0.85%]
Class D		[0.25%]		[0.25%]		[0.25%]

The Distribution and Servicing Fees will be paid monthly in arrears. The Distributor will reallow (pay) all or a portion of the Distribution and Servicing Fees to participating brokers and servicing brokers for ongoing shareholder services performed by such brokers, and will waive Distribution and Servicing Fees to the extent a broker is not eligible to receive it for failure to provide such services. Because the Distribution and Servicing Fees with respect to Class S Shares and Class D Shares will be deducted from the gross distributions for each such share class, the per share amount of distributions on Class I, Class S, and Class D Shares will generally differ. Specifically, distributions on Class S shares will be lower than Class D Shares and Class I Shares, and distributions on Class D Shares will be lower than Class I Shares because the Fund is required to pay higher ongoing Distribution and Servicing Fees with respect to the Class S Shares (compared to Class D Shares and Class I Shares), and the Fund is required to pay higher ongoing Distribution and Servicing Fees with respect to Class D Shares (compared to Class I Shares). There are no Distribution and Servicing Fees with respect to Class I Shares.

 

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Eligibility to receive the Distribution and Servicing Fees is conditioned on a broker providing the following ongoing services with respect to the Class S or Class D Shares, which may include the following: assistance with recordkeeping, answering investor inquiries regarding the Fund, including regarding distribution payments and reinvestments, helping investors understand their investments upon their request, and assistance with share repurchase requests. If the applicable broker is not eligible to receive the Distribution and Servicing Fee due to failure to provide these services, the Distributor will waive the Distribution and Servicing Fee that broker would have otherwise been eligible to receive. The Distribution and Servicing Fees are ongoing fees that are not paid at the time of purchase.

 

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TAXATION

GOLDMAN SACHS DOES NOT PROVIDE LEGAL, TAX OR ACCOUNTING ADVICE. EACH PROSPECTIVE INVESTOR SHOULD OBTAIN INDEPENDENT TAX ADVICE BASED ON ITS PARTICULAR SITUATION.

The following is a description of the material U.S. federal income tax consequences of owning and disposing of Shares and some of the important U.S. federal income tax considerations affecting the Fund. The discussion below provides general tax information related to an investment in Shares, but this discussion does not purport to be a complete description of the U.S. federal income tax consequences of an investment in the Shares. It is based on the Internal Revenue Code of 1986, as amended (the “Code”) and Treasury Regulations and administrative pronouncements, all as of the date hereof, any of which is subject to change, possibly with retroactive effect. In addition, it does not describe all of the tax consequences that may be relevant in light of a shareholder’s particular circumstances, including alternative minimum tax consequences and tax consequences applicable to shareholders subject to special tax rules, such as certain financial institutions; dealers or traders in securities who use a mark-to-market method of tax accounting; persons holding Shares as part of a hedging transaction, wash sale, conversion transaction or integrated transaction or persons entering into a constructive sale with respect to the Shares; entities classified as partnerships or other pass-through entities for U.S. federal income tax purposes; real estate investment trusts; insurance companies; U.S. shareholders (as defined below) whose functional currency is not the U.S. dollar; or tax-exempt entities, including “individual retirement accounts” or “Roth IRAs.” Unless otherwise noted, the following discussion applies only to a shareholder that holds Shares as a capital asset (generally, for investment) and is a U.S. shareholder.

A “U.S. shareholder” generally is a beneficial owner of Shares who is for U.S. federal income tax purposes:

 

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a citizen or individual resident of the United States;

 

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a corporation or other entity treated as a corporation, for U.S. federal income tax purposes, created or organized in or under the laws of the United States, any state therein or the District of Columbia;

 

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an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

 

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a trust if it (x) is subject to the primary supervision of a court within the United States and one or more U.S. persons have the authority to control all substantial decisions of the trust or (y) has a valid election in effect under applicable United States Treasury Regulations to be treated as a U.S. person.

A “non-U.S. shareholder” generally is a beneficial owner of Shares who is not a U.S. shareholder.

If a partnership (including an entity treated as a partnership for U.S. federal income tax purposes) holds Shares, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. A prospective shareholder that is a partner of a partnership holding Shares should consult his, her or its tax advisers with respect to the purchase, ownership and disposition of Shares.

Tax matters are very complicated and the tax consequences to an investor of an investment in Shares will depend on the facts of his, her or its particular situation. The Fund encourages investors to consult their own tax advisers regarding the specific consequences of such an investment, including tax reporting requirements, the applicability of U.S. federal, state, local and foreign tax laws, eligibility for the benefits of any applicable tax treaty and the effect of any possible changes in the tax laws.

Election to be Taxed as a Regulated Investment Company

The Fund intends to elect to be treated and intends to qualify annually as a regulated investment company (a “RIC”) under subchapter M of the Code. As a RIC, the Fund generally will not have to pay Fund-level U.S. federal income taxes on any income that it timely distributes to its shareholders as dividends. To qualify as a RIC, the Fund must, among other things, meet certain source-of-income and asset diversification requirements (as described below). In addition, to qualify for RIC tax treatment, the Fund must distribute to its shareholders, for each taxable year, at least 90% of its “investment company taxable income,” which is generally its ordinary income plus the excess of its realized net short-term capital gains over its realized net long-term capital losses (the “Annual Distribution Requirement”).

 

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Taxation as a RIC

If the Fund:

 

•

qualifies as a RIC; and

 

•

satisfies the Annual Distribution Requirement,

then the Fund will not be subject to U.S. federal income tax on the portion of its income it distributes (or is deemed to distribute) to its shareholders. The Fund will be subject to U.S. federal income tax at the regular corporate rates on any income or capital gains not distributed (or deemed distributed) to its shareholders.

The Fund will be subject to a 4% nondeductible U.S. federal excise tax on certain undistributed income unless it distributes in a timely manner an amount at least equal to the sum of (1) 98% of its net ordinary income for each calendar year (taking into account certain deferrals and elections), (2) 98.2% of its capital gain net income for the one-year period ending October 31 in that calendar year and (3) any income recognized, but not distributed, in preceding years on which the Fund did not pay U.S. federal income tax (the “Excise Tax Avoidance Requirement”). The Fund generally will endeavor in each taxable year to make sufficient distributions to its shareholders to avoid any U.S. federal excise tax on its earnings, but the Fund reserves the right to pay the excise tax when circumstances warrant.

In order to qualify as a RIC for U.S. federal income tax purposes, the Fund must, among other things:

 

•

continue to qualify as a management company under the 1940 Act at all times during each taxable year;

 

•

derive in each taxable year at least 90% of its gross income from dividends, interest, payments with respect to loans of certain securities, gains from the sale of stock or other securities, net income from certain “qualified publicly traded partnerships,” or other income derived with respect to the Fund’s business of investing in such stock or securities (the “90% Income Test”); and

 

•

diversify its holdings so that at the end of each quarter of the taxable year:

 

(1)

at least 50% of the value of the Fund’s assets consists of cash, cash equivalents, U.S. Government securities, securities of other RICs, and other securities if such other securities of any one issuer do not represent more than 5% of the value of the Fund’s assets or more than 10% of the outstanding voting securities of the issuer; and

 

(2)

no more than 25% of the value of the Fund’s assets is invested in the securities, other than U.S. government securities or securities of other RICs, of one issuer, of two or more issuers that are controlled, as determined under applicable Code rules, by the Fund and that are engaged in the same or similar or related trades or businesses or of certain “qualified publicly traded partnerships” (the “Diversification Tests”).

The Fund generally intends to comply with the 90% Income Test and the Diversification Tests. It is intended that the Fund will invest a portion of its assets in Underlying Private Funds, Secondary Investments, Continuation Vehicles, and Co-Investments, some of which may be classified as partnerships for U.S. federal income tax purposes. The Fund may also make investments directly or indirectly through a Subsidiary that is classified as either a partnership or a corporation for U.S. federal income tax purposes.

An entity that is properly classified as a partnership (and not an association or publicly traded partnership taxable as a corporation) for U.S. federal income tax purposes generally, is not subject to U.S. federal income tax. Instead, the Fund, as a partner in the partnership, must take into account its distributive share of the partnership’s income, gains, losses, deductions and credits (including all such items allocable that partnership from investments in other partnerships) for each taxable year of the partnership ending with or within the Fund’s taxable year, without regard to whether the Fund has received or will receive corresponding cash distributions from the partnership. For the purpose of satisfying certain of the requirements for qualification as a RIC, the Fund will, in appropriate circumstances, be required to “look through” to the character of the income, assets and investments held by the partnership, and the character of the Fund’s distributive share of items of income, gain, losses, deductions and credits derived through its investment in the partnership generally will be determined as if the Fund realized these tax items directly. However, the Underlying Private Funds and certain other entities that the Fund may invest in generally are not obligated to disclose the contents of their portfolios. This lack of transparency may make it difficult for the Investment Adviser to monitor the sources of the Fund’s (including, as applicable, certain of its Subsidiaries’) income and the Fund’s diversification of its assets or for the Fund to otherwise comply with Subchapter M of the Code and ultimately may limit the universe of interests in the Underlying Private Funds and/or such other entities in which the Fund can invest. Furthermore, although the Fund expects to receive information from each Underlying Private Fund’s

 

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manager regarding its investment performance on a regular basis, in most cases there is little or no means of independently verifying this information and certain Underlying Private Funds’ managers may not provide this information on a timely basis. In addition, the Fund may be required to recognize items of taxable income and gain and to make distributions to shareholders prior to the time that any corresponding cash distributions are made to or by the Fund and certain Underlying Private Funds and/or such other entities (including in circumstances where investments by the Underlying Private Funds and/or such other entities, such as investments in debt instrument with “original issue discount,” generate income prior to a corresponding receipt of cash). In such cases, the Fund may have difficulty meeting the Annual Distribution Requirement necessary to qualify for and maintain RIC tax treatment under Subchapter M of the Code. The Fund may have to sell some of its investments at times and/or at prices it would not consider advantageous, raise additional debt or equity capital or forgo new investment opportunities for this purpose. If the Fund is not able to obtain cash from other sources, it may not qualify for or maintain RIC tax treatment and thus may become subject to Fund-level income tax.

The Fund may invest in an entity classified as a partnership for U.S. federal income tax purposes which may make special allocations of income, gain, loss, and deductions among its partners (such as the Fund) that do not correspond to the partners’ proportionate ownership interests. These special allocations are intended to reflect the economic arrangement among the partners (such as the Fund) with respect to specific tracked assets. However, there can be no assurance that such allocations will be respected for U.S. federal income tax purposes or will achieve their intended economic effect.

Certain of the Fund’s investments may produce income that may not constitute qualifying income for purposes of the 90% Income Test. For example, any equity investments the Fund makes in entities treated as partnerships (other than “qualified publicly traded partnerships”) for U.S. federal income tax purposes that are engaged in active businesses or that earn certain income (such as rental income with respect to real property) or certain fees will not produce qualifying income for purposes of the 90% Income Test. In order to meet the 90% Income Test, the Fund may structure its investments in a way that could increase the taxes imposed thereon or in respect thereof. For example, the Fund may hold such investments through one or more Subsidiaries that is treated as a corporation for U.S. federal income tax purposes. In such a case, any income from such investments should not adversely affect the Fund’s ability to meet the 90% Income Test, although such income may be subject to U.S. or non-U.S. tax depending on the circumstances, which the Fund would indirectly bear through its ownership of such Subsidiary, which may be material and will ultimately reduce the return to Fund shareholders. A non-U.S. Subsidiary will be treated as a controlled foreign corporation (“CFC”), and the Fund will be required to include certain income of such Subsidiary in its taxable income each taxable year regardless of whether or not such Subsidiary distributes such income, as described further below. In addition, the Fund may invest in certain commodity-related derivatives to hedge positions in commodity-related issuers or industries. The IRS has ruled that income from certain commodity-related derivatives would not be qualifying income for purposes of the 90% Income Test with respect to a taxpayer whose commodity-related derivatives were not entered into in connection with a business of investing in stock and securities. In such circumstances, the Fund may hold such investments through a Subsidiary or other holding vehicle treated as a CFC for U.S. federal income tax purposes. The Fund anticipates that its income inclusion from such CFC will be treated as qualifying income for purposes of the 90% Income Test. This tax treatment may be adversely affected by additional changes in legislation, regulations, or other legally binding authority. If, as a result of any such adverse action, the income of the Fund from such CFC was treated as non-qualifying income, the Fund might fail to qualify as a RIC, in which case, it would be subject to U.S. federal income tax at the Fund level. Should the IRS issue guidance (which could apply to the Fund retroactively) or Congress enact legislation that adversely affects the tax treatment of the Fund’s investment in a Subsidiary, it could, among other consequences, limit the Fund’s ability to pursue its investment strategy and adversely affect the returns to the Fund’s shareholders. The Fund’s need to hold investments producing non-qualifying income through one or more corporate Subsidiaries in order to satisfy the 90% Income Test may, however, jeopardize its ability to satisfy the Diversification Tests, which may make it difficult for the Fund to qualify as a RIC for U.S. federal income tax purposes. To maintain its qualification as a RIC, the Fund intends to limit its investment in any Subsidiary (or, if the Fund establishes multiple Subsidiaries that are engaged in the same or similar or related trades or businesses as determined for purposes of the 25% requirement of the Diversification Tests, in all Subsidiaries in the aggregate) so that investment in such Subsidiary (or such Subsidiaries in the aggregate) does not constitute more than 25% of the Fund’s total assets as of the end of any quarter of the taxable year. No complete assurance can be provided that the Fund will be able to satisfy requirements of the 90% Income Test and the Diversification Tests.

 

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Furthermore, for purposes of calculating the value of the Fund’s investment in the securities of an issuer for purposes of determining the 25% requirement of the Diversification Tests, the Fund’s proper proportion of any investment in the securities of that issuer that are held by a member of the Fund’s “controlled group” must be aggregated with the Fund’s investment in that issuer. A controlled group is one or more chains of corporations connected through stock ownership with the Fund if (a) at least 20% of the total combined voting power of all classes of voting stock of each of the corporations is owned directly by one or more of the other corporations, and (b) the Fund directly owns at least 20% or more of the combined voting stock of at least one of the other corporations.

In addition, certain of the Fund’s investments are expected to be subject to special U.S. federal income tax provisions that may, among other things, (1) disallow, suspend or otherwise limit the allowance of certain losses or deductions, (2) convert lower-taxed long-term capital gains or qualified dividend income into higher taxed short-term capital gains or ordinary income, (3) convert an ordinary loss or a deduction into a capital loss, the deductibility of which is more limited, (4) adversely affect when a purchase or sale of stock or securities is deemed to occur, (5) adversely alter the intended characterization of certain complex financial transactions, and (6) cause the Fund to recognize income or gain without a corresponding receipt of cash (referred to as “phantom income”). For example, with respect to phantom income, if the Fund holds debt obligations that are treated under applicable tax rules as having original issue discount (“OID”) (such as debt instruments with “payment-in-kind” (“PIK”) interest or, in certain cases, increasing interest rates or issued with equity or warrants) or debt obligations that are acquired with market discount in respect of which an election has been made to accrue such market discount on a current basis, the Fund must include in income each year a portion of the OID or market discount that accrues over the life of the obligation, regardless of whether cash representing such income is received by the Fund in the same taxable year. The Fund may also have to include in income other amounts that it has not yet received in cash, such as PIK interest and deferred loan origination fees that are paid after origination of the loan or are paid in non-cash compensation such as equity or warrants. Because any OID or other amounts accrued will be included in the Fund’s investment company taxable income for the year of accrual, the Fund may be required to make a distribution to its shareholders in order to satisfy the Annual Distribution Requirement, even though it will not have received any corresponding cash amount. In addition, the Fund may be required to recognize phantom income in connection with equity investments, including, for example, in the form of deemed dividends on equity securities pursuant to Section 305 of the Code, without receiving a corresponding cash distribution. The Fund may also be required to include in its taxable income other amounts that it has not yet received in cash but that have been allocated to it by Underlying Private Funds and/or certain other entities classified as partnerships for U.S. federal income tax purposes, including amounts arising in connection with investments in PFICs and CFCs as described below. In addition, the Fund may purchase interests in entities classified as partnerships for U.S. federal income tax purposes and in some cases, certain beneficial tax treatment, such as those available under a Section 754 election under the Code, may not be available to the Fund which may result in the recognition of income or gains for U.S. federal income tax purposes in different amounts and over different time periods than would otherwise apply. Moreover, there may be uncertainty as to the appropriate treatment of certain of the Fund’s investments for U.S. federal income tax purposes. In particular, the U.S. federal income tax treatment of investments in debt securities that are rated below investment grade is uncertain in various respects. Similarly complicated tax issues could arise in connection with the Fund’s use of derivative financial instruments, as described further below.

As a result of the application of the rules described above, the Fund could be subject to U.S. federal income tax or the 4% nondeductible excise tax and, under certain circumstances, the Fund’s ability to qualify or maintain its qualification as a RIC could be negatively affected. The Fund will monitor its investments and may make certain tax elections in order to mitigate the effect of these provisions. Accordingly, no complete assurance can be provided that the Fund will be able to satisfy the 90% Income Test and the Diversification Tests, avoid the U.S. federal income tax or meet the Excise Tax Avoidance Requirement.

The Fund accrues estimated tax liabilities when calculating its net asset value. These estimates may not reflect the Fund’s actual final tax liabilities, which may cause the net asset value to be overstated or understated. There will be no retrospective restatement of the Fund’s net asset value. Shareholders may therefore be advantaged or disadvantaged depending on when they redeemed their shares.

Although the Fund does not presently expect to do so, it is authorized to borrow funds and to sell assets in order to satisfy distribution requirements. However, under the 1940 Act, the Fund is not permitted to make distributions to its shareholders while its debt obligations and other senior securities are outstanding unless certain “asset coverage” tests are met. Moreover, the Fund’s ability to dispose of assets to meet its distribution requirements may be limited by (1) the illiquid nature of its portfolio and/or (2) other requirements relating to its status as a RIC, including the Diversification Tests. If the Fund disposes of assets in order to meet the Annual Distribution Requirement or the Excise Tax Avoidance Requirement, the Fund may make such dispositions at times that, from an investment standpoint, are not advantageous.

 

125

The Fund is limited in its ability to deduct expenses in excess of its investment company taxable income. If the Fund’s deductible expenses in a given year exceed its investment company taxable income, the Fund will have a net operating loss for that year. A RIC is not able to offset its investment company taxable income with net operating losses on either a carryforward or carryback basis, and net operating losses generally will not pass through to the Fund’s shareholders. Furthermore, expenses may be used only to offset investment company taxable income, and may not be used to offset net capital gain. A RIC may not use any net long-term capital losses (i.e., long-term capital losses in excess of short-term capital gains) to offset its investment company taxable income, but may carry forward those losses, and use them to offset future capital gains, indefinitely. Different rules may apply to any subsidiaries, if any, that the Fund invests in.

The Fund is generally permitted to carry forward a net capital loss in any taxable year to offset its own capital gains, if any. These amounts are available to be carried forward to offset future capital gains to the extent permitted by the Code and applicable tax regulations. Any such loss carryforwards will retain their character as short-term or long-term. In the event that the Fund were to experience an ownership change as defined under the Code, the capital loss carryforwards and other favorable tax attributes of the Fund, if any, and of any subsidiary entities, if any, may be subject to limitation.

Gains and losses on the sale, lapse, or other termination of options and futures contracts, options thereon and certain forward contracts (except certain foreign currency options, forward contracts and futures contracts) will generally be treated as capital gains and losses. Certain of the futures contracts, forward contracts and options held by the Fund will be required to be “marked-to-market” for federal tax purposes — that is, treated as having been sold at their fair market value on the last day of the Fund’s taxable year (or, for excise tax purposes, on the last day of the relevant period). These provisions may require the Fund to recognize income or gains without a concurrent receipt of cash. Any gain or loss recognized on actual or deemed sales of these futures contracts, forward contracts, or options will (except for certain foreign currency options, forward contracts, and futures contracts) be treated as 60% long-term capital gain or loss and 40% short-term capital gain or loss. As a result of certain hedging transactions entered into by the Fund, it may be required to defer the recognition of losses on futures contracts, forward contracts, and options or underlying securities or foreign currencies to the extent of any unrecognized gains on related positions held by the Fund, and the characterization of gains or losses as long-term or short-term may be changed. The tax provisions described in this paragraph may affect the amount, timing and character of the Fund’s distributions to shareholders. The application of certain requirements for qualification as a regulated investment company and the application of certain other tax rules may be unclear in some respects in connection with certain investment practices such as dollar rolls, or investments in certain derivatives, including interest rate swaps, floors, caps and collars, currency swaps, total return swaps, mortgage swaps, index swaps, forward contracts and structured notes. As a result, the Fund may therefore be required to limit its investments in such transactions and it is also possible that the IRS may not agree with the Fund’s tax treatment of such transactions. In addition, the tax treatment of derivatives, and certain other investments, may be affected by future legislation, Treasury Regulations and guidance issued by the IRS that could affect the timing, character and amount of the Fund’s income and gains and distributions to shareholders. Certain tax elections may be available to the Fund to mitigate some of the unfavorable consequences described in this paragraph.

Income received by the Fund from sources within foreign countries may be subject to withholding and other taxes imposed by such countries, thereby reducing the income available for distribution to shareholders. Tax conventions between certain countries and the U.S. may reduce or eliminate such taxes. The Fund generally intends to conduct its investment activities to minimize the impact of foreign taxation, but there is no guarantee that the Fund will be successful in this regard. Shareholders generally will not be entitled to claim a U.S. foreign tax credit or deduction with respect to non-U.S. taxes paid by the Fund.

Under the Code, gains or losses attributable to fluctuations in foreign currency exchange rates which occur between the time the Fund accrues interest income or other receivables or accrues expenses or other liabilities denominated in a foreign currency and the time the Fund actually collects such receivables or pays such liabilities generally are treated as ordinary income or ordinary loss. Similarly, on disposition of some investments, including debt securities and certain forward contracts denominated in a foreign currency, gains or losses attributable to fluctuations in the value of foreign currency between the date of acquisition of the security or contract and the date of disposition also are treated as ordinary gain or loss. These gains and losses, referred to under the Code as “section 988” gains and losses, may increase or decrease the amount of the Fund’s investment company taxable income to be

 

126

distributed to its shareholders as ordinary income. For example, fluctuations in exchange rates may increase the amount of income that the Fund must distribute in order to qualify for treatment as a RIC and to prevent application of an excise tax on undistributed income. Alternatively, fluctuations in exchange rates may decrease or eliminate income available for distribution. If section 988 losses exceed other investment company taxable income during a taxable year, the Fund would not be able to make ordinary dividend distributions, or distributions made before the losses were realized would be recharacterized as a return of capital to shareholders for federal income tax purposes, rather than as an ordinary dividend, reducing each shareholder’s basis in its shares of the Fund.

The Fund may invest in shares of foreign corporations, which may be treated as passive foreign investment companies (“PFICs”) under the Code. In general, a foreign corporation is treated as a PFIC if at least one-half of its assets constitute investment-type assets or 75% or more of its gross income is investment-type income. If the Fund receives a so-called “excess distribution” with respect to PFIC stock, the Fund itself may be subject to a tax on a portion of the excess distribution, whether or not the corresponding income is distributed by the Fund to shareholders. In general, under the PFIC rules, an excess distribution is treated as having been realized ratably over the period during which the Fund held the PFIC shares. The Fund itself will be subject to tax on the portion, if any, of an excess distribution that is so allocated to prior Fund tax years and an interest factor will be added to the tax, as if the tax had been payable in such prior tax years. Certain distributions from a PFIC as well as gain from the sale of PFIC shares are treated as excess distributions. Excess distributions are characterized as ordinary income even though, absent application of the PFIC rules, certain excess distributions might have been characterized as capital gain. The Fund may be eligible to elect alternative tax treatment with respect to PFIC shares. Under an election that currently is available in some circumstances, the Fund generally would be required to include in its gross income its share of the earnings of a PFIC on a current basis, regardless of whether distributions are received from the PFIC in a given tax year. If this election were made, the special rules, discussed above, relating to the taxation of excess distributions, would not apply. Applicable Treasury Regulations generally treat the Fund’s income inclusion with respect to a PFIC with respect to which the Fund has made such election as qualifying income for purposes of determining the Fund’s ability to be subject to tax as a RIC if (A) there is a current distribution out of the earnings and profits of the PFIC that are attributable to such income inclusion or (B) such inclusion is derived with respect to the Fund’s business of investing in stock, securities, or currencies.

Alternatively, the Fund may elect to mark-to-market its PFIC shares at the end of each taxable year, with the result that unrealized gains would be treated as though they were realized and reported as ordinary income. Any mark-to-market losses would be deductible as ordinary losses to the extent of any net mark-to-market gains included in income in prior tax years.

Because the application of the PFIC rules may affect, among other things, the character of gains, the amount of gain or loss and the timing of the recognition of income with respect to PFIC shares, as well as subject the Fund itself to tax on certain income from PFIC shares, the amount that must be distributed to shareholders, and which will be taxed to shareholders as ordinary income or long-term capital gain, may be increased or decreased substantially as compared to a fund that did not invest in PFIC shares.

If the Fund holds 10% or more of the interests treated as equity for U.S. federal income tax purposes in a foreign corporation that is treated as a CFC (including a non-U.S. Subsidiary, equity tranche investments and certain debt tranche investments in a collateralized loan obligation treated as CFC), the Fund may be treated as receiving a deemed distribution (taxable as ordinary income) each tax year from such foreign corporation in an amount equal to the Fund’s pro rata share of the corporation’s income for the tax year (including both ordinary earnings and capital gains), whether or not the corporation makes an actual distribution during such year. In general, a foreign corporation will be classified as a CFC if more than 50% of the shares of the corporation, measured by reference to combined voting power or value, is owned (directly, indirectly or by attribution) by U.S. shareholders. A “U.S. shareholder,” for this purpose, is any U.S. person that possesses (actually or constructively) 10% or more of the combined value or voting power of all classes of shares of a corporation. If the Fund is treated as receiving a deemed distribution from a CFC, the Fund will be required to include such distribution in the Fund’s investment company taxable income regardless of whether the Fund receives any actual distributions from such CFC, and the Fund must distribute such income to satisfy the distribution requirements applicable to RICs. Additionally, applicable Treasury Regulations generally treat the Fund’s income inclusion with respect to a CFC as qualifying income for purposes of determining the Fund’s ability to be subject to tax as a RIC either if (A) there is a current distribution out of the earnings and profits of the CFC that are attributable to such income inclusion or (B) such inclusion is derived with respect to the Fund’s business of investing in stock, securities, or currencies.

 

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Failure to Qualify as a Regulated Investment Company

If the Fund were unable to qualify for treatment as a RIC and certain cure provisions were inapplicable, the Fund would be subject to tax on all of its taxable income at the regular corporate rate, regardless of whether the Fund makes any distributions to its shareholders. The Annual Distribution Requirement would not be applicable, and distributions would be taxable to the Fund’s shareholders as ordinary dividend income that, in the case of individual and other non-corporate shareholders and subject to certain limitations, may be eligible for preferential rates applicable to “qualified dividend income” to the extent of the Fund’s current and accumulated earnings and profits. Subject to certain limitations under the Code, corporate shareholders would be eligible for the dividends-received deduction. Distributions in excess of the Fund’s current and accumulated earnings and profits would be treated first as a return of capital to the extent of the shareholder’s tax basis, and any remaining distributions would be treated as a capital gain.

The remainder of this discussion assumes that the Fund qualifies as a RIC and has satisfied the Annual Distribution Requirement.

Taxation of U.S. Shareholders

Distributions by the Fund generally are taxable to U.S. shareholders as ordinary income or capital gains. Distributions of the Fund’s “investment company taxable income” (which is, generally, the Fund’s net ordinary income plus realized net short-term capital gains in excess of realized net long-term capital losses) will be taxable as ordinary income to U.S. shareholders to the extent of the Fund’s current or accumulated earnings and profits, whether paid in cash or reinvested in additional Shares. Distributions paid by the Fund to U.S. shareholders taxed at individual rates that are attributable to dividends from U.S. corporations and certain qualified foreign corporations may be eligible to be treated as “qualified dividend income,” which is currently subject to a maximum tax rate of either 15% or 20%, depending on whether the shareholder’s income exceeds certain threshold amounts. In this regard, it is anticipated that distributions paid by the Fund will generally not be attributable to dividends and, therefore, generally will not qualify for the preferential maximum rate applicable to qualified dividend income. Distributions of the Fund’s net capital gains (which are generally the Fund’s realized net long-term capital gains in excess of realized net short-term capital losses) properly reported by the Fund as “capital gain dividends” will be taxable to a U.S. shareholder as long-term capital gains that are currently generally taxable at a maximum rate of 15% or 20% (depending on whether the shareholder’s income exceeds certain threshold amounts) in the case of U.S. shareholders taxed at individual rates, regardless of the U.S. shareholder’s holding period for his, her or its Shares and regardless of whether paid in cash or reinvested in additional Shares. Distributions in excess of the Fund’s earnings and profits first will reduce a U.S. shareholder’s adjusted tax basis in such shareholder’s Shares and, after the adjusted basis is reduced to zero, will constitute capital gains to such U.S. shareholder.

Certain distributions reported by the Fund as section 163(j) interest dividends may be eligible to be treated as interest income by U.S. shareholders for purposes of the tax rules applicable to interest expense limitations under Code section 163(j). Such treatment by the U.S. shareholder is generally subject to holding period requirements and other potential limitations, although the holding period requirements are generally not applicable to dividends declared by money market funds and certain other funds that declare dividends daily and pay such dividends on a monthly or more frequent basis. The amount that the Fund is eligible to report as a section 163(j) dividend for a tax year is generally limited to the excess of the Fund’s business interest income over the sum of the Fund’s (i) business interest expense and (ii) other deductions properly allocable to the Fund’s business interest income.

The Fund expects to be treated as a “publicly offered regulated investment company” within the meaning of Section 67 of the Code as a result of the Shares being held by at least 500 persons at all times during a taxable year, being treated as regularly traded on an established securities market, or being continuously offered pursuant to a public offering. As a “publicly offered regulated investment company,” in addition to the Fund’s DRIP to qualify for the Annual Distribution Requirement, the dividend must be payable at the election of each shareholder in cash or Shares (or a combination of the two), but may have a “cash cap” that limits the total amount of cash paid to not less than 20% of the entire distribution. If shareholders in the aggregate elect to receive an amount of cash greater than the Fund’s cash cap, then each shareholder who elected to receive cash will receive a pro rata share of the cash and the rest of their distribution in Shares of the Fund. The value of the portion of the distribution made in Shares will be equal to the amount of cash for which the Shares are substituted, and the Fund’s U.S. shareholders will be subject to tax on such amount as though they had received cash.

 

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The Fund may retain some or all of its realized net long-term capital gains in excess of realized net short-term capital losses, but designate the retained net capital gain as a “deemed distribution.” In that case, among other consequences, the Fund will pay tax on the retained amount, each U.S. shareholder will be required to include his, her or its share of the deemed distribution in income as if it had been actually distributed to the U.S. shareholder, and the U.S. shareholder will be entitled to claim a credit equal to his, her or its allocable share of the tax paid thereon by the Fund. To the extent the Fund pays tax on any retained capital gains at its regular corporate tax rate when that rate is in excess of the maximum rate payable by individuals on long-term capital gains, the amount of tax that individual U.S. shareholders will be treated as having paid will exceed the tax they owe on the capital gain distribution and such excess generally may be refunded or claimed as a credit against the U.S. shareholder’s other U.S. federal income tax obligations. The amount of the deemed distribution net of such tax will be added to the U.S. shareholder’s cost basis for his, her or its Shares. In order to utilize the deemed distribution approach, the Fund must provide written notice to its shareholders prior to the expiration of 60 days after the close of the relevant taxable year. The Fund cannot treat any of its investment company taxable income as a “deemed distribution.” There can be no assurance that the Fund will make this election if it retains all or a portion of its net capital gain for a tax year.

For purposes of determining (1) whether the Annual Distribution Requirement is satisfied for any year and (2) the amount of capital gain dividends paid for that year, the Fund may, under certain circumstances, elect to treat a dividend that is paid during the following taxable year as if it had been paid during the taxable year in question. If the Fund makes such an election, the U.S. shareholder will still be treated as receiving the dividend in the taxable year in which the distribution is made. However, any dividend declared by the Fund in October, November or December of any calendar year, payable to shareholders of record on a specified date in such a month and actually paid during January of the following year, will be treated as if it had been received by the Fund’s U.S. shareholders on December 31 of the year in which the dividend was declared.

If an investor purchases Shares before the record date of a distribution, the price of the Shares will include the value of the distribution and the investor will be subject to tax on the distribution even though economically it may represent a return of his, her or its investment.

In general, the sale or other disposition of Shares (except pursuant to a repurchase by the Fund, as described below) will result in capital gain or loss to shareholders. The amount of gain or loss will be measured by the difference between such U.S. shareholder’s adjusted tax basis in the Shares sold and the amount of the proceeds received in exchange. Any gain arising from such sale or disposition generally will be treated as long-term capital gain or loss if the U.S. shareholder has held his, her or its Shares for more than one year. Otherwise, it will be classified as short-term capital gain or loss. However, any capital loss arising from the sale or disposition of Shares held for six months or less will be treated as long-term capital loss to the extent of the amount of capital gain dividends received, or undistributed capital gain deemed received, with respect to such Shares. In addition, all or a portion of any loss recognized upon a disposition of Shares may be disallowed if other Shares are purchased (whether through reinvestment of distributions or otherwise) within 30 days before or after the disposition.

From time to time, the Fund may offer to repurchase its outstanding Shares. Shareholders who tender all Shares held, or considered to be held, by them will be treated as having sold their Shares and generally will realize a capital gain or loss. If a shareholder tenders fewer than all of its Shares or fewer than all Shares tendered are repurchased, such shareholder may be treated as having received a taxable dividend upon the tender of its Shares. In such a case, there is a risk that non-tendering shareholders, and shareholders who tender some but not all of their Shares or fewer than all of whose Shares are repurchased, in each case whose percentage interests in the Fund increase as a result of such tender, will be treated as having received a taxable distribution from the Fund. The extent of such risk will vary depending upon the particular circumstances of the tender offer, and in particular whether such offer is a single and isolated event or is part of a plan for periodically redeeming Shares of the Fund.

In general, U.S. shareholders taxed at individual rates currently are subject to a maximum U.S. federal income tax rate of either 15% or 20% (depending on whether the shareholder’s income exceeds certain threshold amounts) on their net capital gain (i.e., the excess of realized net long-term capital gains over realized net short-term capital losses), including any long-term capital gain derived from an investment in the Shares. Such rate is lower than the maximum rate on ordinary income currently payable by such U.S. shareholders.

An additional 3.8% Medicare tax is imposed on certain net investment income (including ordinary dividends and capital gain distributions received from the Fund and net gains from redemptions or other taxable dispositions of Fund shares) of U.S. individuals, estates and trusts to the extent that such person’s “modified adjusted gross income” (in the case of an individual) or “adjusted gross income” (in the case of an estate or trust) exceeds certain threshold amounts.

 

129

Corporate U.S. shareholders currently are subject to U.S. federal income tax on net capital gain at the 21% rate also applied to ordinary income. Non-corporate U.S. shareholders with net capital losses for a year (i.e., capital losses in excess of capital gains) generally may deduct up to $3,000 of such losses against their ordinary income each year. Any net capital losses of a non-corporate U.S. shareholder in excess of $3,000 generally may be carried forward and used in subsequent years as provided in the Code. Corporate U.S. shareholders generally may not deduct any net capital losses for a year, but may carry back such losses for three years or carry forward such losses for five years.

Under applicable Treasury Regulations, if a U.S. shareholder recognizes losses with respect to Shares of $2 million or more for an individual U.S. shareholder or $10 million or more for a corporate U.S. shareholder, the U.S. shareholder must file with the IRS a disclosure statement on IRS Form 8886. Direct owners of portfolio securities are in many cases excepted from this reporting requirement, but under current guidance, U.S. shareholders of a RIC are not excepted. Future guidance may extend the current exception from this reporting requirement to U.S. shareholders of most or all RICs. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayer’s treatment of the loss is proper. U.S. shareholders should consult their tax advisors to determine the applicability of these regulations in light of their individual circumstances.

Reporting of adjusted cost basis information is required for covered securities, which generally include shares of a RIC, to the IRS and to taxpayers. U.S. shareholders should contact their Intermediaries with respect to reporting of cost basis and available elections for their accounts.

The Fund will send to each of its U.S. shareholders, as promptly as possible after the end of each calendar year, a notice detailing, on a per share and per distribution basis, the amounts includible in such U.S. shareholder’s taxable income for such year as ordinary income and as long-term capital gain. In addition, the federal tax status of each year’s distributions generally will be reported to the IRS (including the amount of dividends, if any, eligible for the preferential maximum tax rate on qualified dividend income). Dividends paid by the Fund generally will not be eligible for the dividends-received deduction or the preferential tax rate applicable to qualified dividend income because its income generally will not consist of dividends. Distributions may also be subject to additional state, local and foreign taxes depending on a U.S. shareholder’s particular situation.

Distributions will be treated in the manner described above regardless of whether such distributions are paid in cash or invested in additional Shares pursuant to the distribution reinvestment plan (if applicable). If the Shares are trading below net asset value, shareholders receiving distributions in the form of additional Shares will be treated as receiving a distribution in the amount of cash that they would have received if they had elected to receive the distribution in cash. If the Fund issues additional Shares with a fair market value equal to or greater than net asset value, however, shareholders will be treated as receiving a distribution in the amount of the fair market value of the distributed Shares.

The IRS currently requires that a RIC that has two or more classes of stock allocate to each class proportionate amounts of each type of its income (such as ordinary income, capital gains and dividends qualifying for the dividends-received deduction) based upon the percentage of total dividends paid to each class for the tax year. Accordingly, if the Fund issues preferred shares, the Fund will allocate capital gain dividends and dividends qualifying for the dividends-received deduction, if any, between its Shares and shares of preferred stock in proportion to the total dividends paid to each class with respect to such tax year.

Taxation of Non-U.S. Shareholders

Whether an investment in the Fund’s Shares is appropriate for a non-U.S. shareholder will depend upon that person’s particular circumstances. An investment in the Fund’s Shares by a non-U.S. shareholder may have adverse tax consequences. Non-U.S. shareholders should consult their tax advisers before investing in Shares.

Distributions of the Fund’s “investment company taxable income” to non-U.S. shareholders (including interest income and realized net short-term capital gains in excess of realized long-term capital losses, which generally would be free of withholding if paid to non-U.S. shareholders directly) will generally be subject to U.S. federal withholding tax at a 30% rate (or lower rate provided by an applicable treaty) to the extent of the Fund’s current and accumulated earnings and profits unless an applicable exception applies. If the distributions are effectively connected with a U.S. trade or business of the non-U.S. shareholder, the Fund will not be required to withhold U.S. federal tax if the non-U.S. shareholder complies with applicable certification and disclosure requirements, although the distributions will be subject to U.S. federal income tax at the rates applicable to U.S. persons. Special certification requirements apply to a non-U.S. shareholder that is a foreign partnership or a foreign trust, and such entities are urged to consult their own tax advisers.

 

130

Certain properly reported dividends are generally exempt from withholding of U.S. federal income tax where they are paid in respect of the RIC’s (i) “qualified net interest income” (generally, U.S.-source interest income, other than certain contingent interest and interest from obligations of a corporation or partnership in which the RIC or the non-U.S. shareholder are at least a 10% shareholder, reduced by expenses that are allocable to such income) or (ii) “qualified short-term capital gains” (generally, the excess of net short-term capital gain over long-term capital loss for such taxable year), and certain other requirements are satisfied. No assurance can be given as to whether any of the Fund’s distributions will be eligible for this exemption from withholding of U.S. federal income tax or, if eligible, will be reported as such by the Fund. In particular, the Fund does not intend to report distributions attributable to qualified net interest income. Furthermore, the exemption does not apply to distributions paid in respect of a RIC’s non-U.S. source interest income or dividend income. In the case of common stock held through an intermediary, the intermediary may withhold U.S. federal income tax even if the RIC reports the payment as qualified net interest income or qualified short-term capital gain. Thus, an investment in the shares of the Fund by a non-U.S. shareholder may have adverse tax consequences as compared to a direct investment in the assets in which the Fund invests.

Actual or deemed distributions of the Fund’s net capital gains to a non-U.S. shareholder, and gains realized by a non-U.S. shareholder upon the sale of Shares, will not be subject to U.S. federal withholding tax and generally will not be subject to U.S. federal income tax unless the distributions or gains, as the case may be, are effectively connected with a U.S. trade or business of the non-U.S. shareholder. A repurchase of Shares may be subject to U.S. federal income tax withholding to the extent such repurchase is treated as a taxable distribution, as described above.

Under the Foreign Investment in Real Property Tax Act of 1980 (“FIRPTA”), a non-U.S. shareholder is subject to withholding tax in respect of a disposition of a U.S. real property interest (as defined under the Code and Treasury Regulations) and any gain from such disposition is subject to U.S. federal income tax as if such person were a U.S. person. Such gain is sometimes referred to as “FIRPTA gain.” If the Fund is a “U.S. real property holding corporation” and is not domestically controlled, any gain realized on the sale or exchange of Fund shares by a foreign shareholder that owns at any time during the five-year period ending on the date of disposition more than 5% of a class of Fund shares (or any foreign shareholder if shares in the Fund are not considered regularly traded on an established securities market) would be FIRPTA gain. The Fund will be a “U.S. real property holding corporation” if, in general, 50% or more of the fair market value of its assets consists of U.S. real property interests.

The Code provides a look-through rule for distributions of FIRPTA gain by the Fund if all of the following requirements are met: (i) the Fund is classified as a “qualified investment entity” (which includes a RIC if, in general, more than 50% of the RIC’s assets consist of interest in certain real estate investment companies and U.S. real property holding corporations); and (ii) you are a non-U.S. shareholder that owns more than 5% of the Fund’s shares at any time during the one-year period ending on the date of the distribution. If these conditions are met, Fund distributions to you to the extent derived from gain from the disposition of a U.S. real property interest, may also be treated as FIRPTA gain and therefore subject to U.S. federal income tax, and requiring that you file a nonresident U.S. income tax return. Also, such gain may be subject to a 30% branch profits tax in the hands of a non-U.S. shareholder that is a corporation. Even if a non-U.S. shareholder does not own more than 5% of the Fund’s shares, Fund distributions that are attributable to gain from the sale or disposition of a U.S. real property interest will be taxable as ordinary dividends subject to withholding at a 30% or lower treaty rate.

The tax consequences to non-U.S. shareholders entitled to claim the benefits of an applicable tax treaty or that are individuals present in the United States for 183 days or more during a taxable year may be different from those described herein. Non-U.S. shareholders are urged to consult their tax advisers with respect to the procedure for claiming the benefit of a lower treaty rate and the applicability of foreign taxes.

If the Fund distributes its net capital gains in the form of deemed rather than actual distributions, a non-U.S. shareholder will be entitled to a U.S. federal income tax credit or tax refund equal to the shareholder’s allocable share of the tax the Fund pays on the capital gains deemed to have been distributed. In order to obtain the refund, the non-U.S. shareholder must obtain a U.S. taxpayer identification number and file a U.S. federal income tax return even if the non-U.S. shareholder would not otherwise be required to obtain a U.S. taxpayer identification number or file a U.S. federal income tax return. For a corporate non-U.S. shareholder, distributions (both actual and deemed), and gains realized upon the sale of Shares that are effectively connected to a U.S. trade or business may, under certain circumstances, be subject to an additional “branch profits tax” at a 30% rate (or at a lower rate if provided for by an applicable treaty). Accordingly, investment in Shares may not be appropriate for a non-U.S. shareholder.

 

131

A non-U.S. shareholder who is a non-resident alien individual, and who is otherwise subject to withholding of U.S. federal tax, may be subject to information reporting and backup withholding of U.S. federal income tax on dividends unless the non-U.S. shareholder provides the Fund or the dividend paying agent with an appropriate IRS Form W-8 (or an acceptable substitute form) or otherwise meets documentary evidence requirements for establishing that it is a non-U.S. shareholder or otherwise establishes an exemption from backup withholding. In addition, dividend reinvestments pursuant to the DRIP will be made net of any applicable U.S. withholding taxes.

The Fund (or an applicable intermediary) is required to withhold U.S. tax (at a 30% rate) on payments of dividends made to certain non-U.S. entities that fail to comply (or be deemed compliant) with extensive reporting and withholding requirements designed to inform the U.S. Department of the Treasury of U.S.-owned foreign investment accounts. Shareholders may be requested to provide additional information to the Fund to enable the Fund to determine whether withholding is required.

An investment in the shares of the Fund by an individual non-U.S. shareholder may also be subject to U.S. federal estate tax. Non-U.S. persons should consult their own tax advisers with respect to the U.S. federal income tax and withholding tax, and state, local and foreign tax consequences of an investment in Shares.

Backup Withholding and Information Reporting

The Fund may be required to withhold U.S. federal income tax (“backup withholding”) currently at a rate of 24% from all distributions and repurchase proceeds payable to any U.S. shareholder (other than a C corporation, a financial institution, or a shareholder that otherwise qualifies for an exemption):

 

•

who fails to furnish us with a correct taxpayer identification number or a certificate that such shareholder is exempt from backup withholding; or

 

•

with respect to whom the IRS notifies us that such shareholder has failed to properly report certain interest and dividend income to the IRS and to respond to notices to that effect.

An individual’s taxpayer identification number is his or her social security number. Any amount withheld under backup withholding is allowed as a credit against the U.S. shareholder’s federal income tax liability or may be refunded, provided that proper information is provided to the IRS. The Fund may be required to withhold a portion of any capital gain distributions to any U.S. shareholders who fail to certify their non-foreign status.

THE FOREGOING DISCUSSION OF U.S. FEDERAL INCOME TAX CONSEQUENCES AND CERTAIN OTHER TAX CONSIDERATIONS SHOULD NOT BE CONSTRUED AS LEGAL OR TAX ADVICE AND IS FOR GENERAL INFORMATION ONLY. EACH PROSPECTIVE INVESTOR SHOULD CONSULT ITS OWN TAX ADVISORS FOR FURTHER INFORMATION ABOUT THE TAX CONSEQUENCES OF PURCHASING, HOLDING AND DISPOSING OF A SHARE. IN PARTICULAR, ANY ORGANIZATION (INCLUDING A PENSION FUND) EXEMPT FROM TAXATION, AND ANY OTHER PROSPECTIVE INVESTOR THAT IS SUBJECT TO SPECIAL TAX RULES (INCLUDING AN INVESTOR TREATED AS A PARTNERSHIP FOR U.S. FEDERAL INCOME TAX PURPOSES OR A NON-U.S. SHAREHOLDER), SHOULD CONSULT ITS OWN TAX ADVISORS AS TO THE TAX CONSEQUENCES OF PURCHASING, HOLDING AND DISPOSING OF A SHARE.

 

132

LEGAL MATTERS

Certain legal matters in connection with the Shares will be passed upon for the Fund by Dechert LLP, New York, New York.

 

133

 

 

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G-X Venture Capital & Growth

Shares

 

 

PROSPECTUS

 

 

[  ], 2026

All dealers that buy, sell or trade the Fund’s Shares, whether or not participating in this offering, are required to deliver a prospectus in accordance with the terms of the dealers’ agreements with the Fund’s Distributor through the expiration date of the offering.

[CODE]

 

The information in this preliminary Statement of Additional Information is not complete and may be changed. The Fund may not sell these securities until the Registration Statement filed with the Securities and Exchange Commission is effective. This preliminary Statement of Additional Information is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

SUBJECT TO COMPLETION

Preliminary Statement of Additional Information Dated October 8, 2026

STATEMENT OF ADDITIONAL INFORMATION

DATED [ ], 2026

G-X Venture Capital & Growth

[Class I Shares, Class S Shares and Class D Shares] of Beneficial Interest

200 West Street

New York, New York 10282

This Statement of Additional Information (the “SAI”) is not a prospectus. This SAI should be read in conjunction with the prospectus for the shares of the G-X Venture Capital & Growth (the “Fund”), dated [ ], 2026, as it may be further amended and/or supplemented from time to time (the “Prospectus”). The Prospectus may be obtained without charge from Goldman Sachs & Co. LLC (“GS&Co.”) by calling (312)-655-4419 (for Class I, Class S and Class D Shares Shareholders) or writing to Goldman Sachs Funds, 71 South Wacker Drive, Suite 1200, Chicago, IL 60606.

The Fund’s Annual Report (when available) may be obtained upon request and without charge by calling GS&Co. toll-free at (312)-655-4419 (for Class I, Class S and Class D Shares Shareholders).

GSAM^® is a registered service mark of GS&Co.

TABLE OF CONTENTS

 

INTRODUCTION			B-1
INVESTMENT OBJECTIVE AND POLICIES			B-2
INVESTMENT RESTRICTIONS			B-5
TRUSTEES AND OFFICERS			B-6
MANAGEMENT OF THE FUND			B-12
POTENTIAL CONFLICTS OF INTEREST			B-19
PORTFOLIO TRANSACTIONS AND BROKERAGE			B-47
FINANCIAL STATEMENTS			B-49
PROXY VOTING			B-50
PAYMENTS TO OTHERS (INCLUDING INTERMEDIARIES)			B-52
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES			B-54
OTHER INFORMATION			B-55
APPENDIX A DESCRIPTION OF SECURITIES RATINGS			1-A
APPENDIX B GOLDMAN SACHS ASSET MANAGEMENT’S PROXY VOTING GUIDELINES SUMMARY			1-B

 

GOLDMAN SACHS ASSET MANAGEMENT, L.P.		GOLDMAN SACHS & CO. LLC
Investment Adviser		Distributor
200 West Street		200 West Street
New York, New York 10282		New York, New York 10282

Toll-free (in U.S.) (312)-655-4419 (for Class I, Class S and Class D Shares Shareholders) or 1-800-621-2550.

INTRODUCTION

The Fund is a non-diversified, closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), that operates as a tender offer fund. The Fund is organized as a Delaware statutory trust and was established by the Certificate of Trust dated September 10, 2026. The Fund is offering common shares of beneficial interest (the “Shares”).

Goldman Sachs Asset Management, L.P. (“GSAM”), an affiliate of GS&Co., serves as the investment adviser to the Fund. GSAM is referred to herein as the “Investment Adviser” or “GSAM.” The Fund’s investment strategies are managed by the Investment Adviser through the Goldman Sachs External Investing Group (the “External Investing Group” or “XIG”). GS&Co. serves as the Fund’s distributor (the “Distributor”), the Fund’s transfer agent (the “Transfer Agent”) and the Fund’s dividend disbursing agent. [ ] serves as the Fund’s custodian and administrator.

The following information relates to and supplements the description of the Fund’s investment objective and policies contained in the Prospectus. See the Prospectus for a more complete description of the Fund’s investment objective and policies. Investing in the Fund entails certain risks, and there is no assurance that the Fund will achieve its investment objective. Capitalized terms used but not defined herein have the same meaning as in the Prospectus.

 

B-1

INVESTMENT OBJECTIVE AND POLICIES

The Fund’s investment objective is to provide broad-based exposure to venture capital and growth investments and seek to generate long-term capital appreciation. There can be no assurance that the Fund will achieve its investment objective or that the Fund’s investment program will be successful. The Fund’s investment objective is not fundamental and may be changed without shareholder approval, provided that the Fund provides such notice in advance of a Repurchase Offer (as defined in the Prospectus) and such Repurchase Offer is not oversubscribed.

The Fund pursues its investment objective by principally investing its Managed Assets (as defined in the Prospectus) in venture capital assets and growth investments across Secondary Investments (including Direct Secondary Investments), Continuation Vehicles, and Co-Investments, each as defined in the Prospectus. The Fund will generally invest in such strategies through partnerships, limited liability companies, corporations and other investment companies that are exempt from registration under the 1940 Act, pursuant to Section 3(c)(7) of the 1940 Act or other available exemptions, that primarily hold investments in venture capital, growth and other assets with limited liquidity (“Underlying Private Funds”). The Fund’s investments, including Direct Secondary Investments, may also take the form of equity, debt, convertible equity, other securities or other investment structures with high growth characteristics (including economic interests acquired through securitizations and derivatives). The Fund’s investment strategy focuses on North America with limited exposure to Latin America, Asia and the rest of the world. Notwithstanding such focus, Underlying Private Funds may be established in various jurisdictions around the world, including, Delaware, the Cayman Islands, Bermuda, Jersey, United Kingdom and Luxembourg, among others. The Fund will invest a portion of its assets in liquid investments such as cash and cash equivalents, U.S. Treasuries, money market funds, repurchase agreements, time deposits, broadly syndicated loans, other types of debt securities, including collateralized loan obligations, loan participations, and affiliated and unaffiliated exchange-traded funds with exposure to debt securities (collectively, “Liquid Investments”). The Fund will use these investments to maintain liquidity for the Fund’s Repurchase Offers (as defined in the Prospectus), to satisfy the capital call requests by Underlying Private Funds, and to manage cash before investing proceeds into Secondary Investments (including Direct Secondary Investments), Continuation Vehicles, and Co-Investments.

The following information supplements the discussion of the Fund’s investment objective, policies, techniques and risks that are described in the Prospectus. The Fund may invest in the following instruments and use the following investment techniques, subject to any limitations set forth in the Prospectus. There is no guarantee the Fund will buy all of the types of securities or use any or all of the investment techniques described herein.

Convertible Securities

The Fund may invest in convertible securities. Convertible securities are preferred stock or debt obligations that are convertible into common stock or other securities. Convertible securities generally offer lower interest or dividend yields than non-convertible securities of similar quality. Convertible securities in which the Fund invests are subject to the same rating criteria as its other investments in fixed income securities. Convertible securities have both equity and fixed income risk characteristics. Like all fixed income securities, the value of convertible securities is susceptible to the risk of market losses attributable to changes in interest rates. Generally, the market value of convertible securities tends to decline as interest rates increase and, conversely, to increase as interest rates decline. However, when the market price of the common stock or other security underlying a convertible security exceeds the conversion price of the convertible security, the convertible security tends to reflect the market price of the underlying common stock or other security. As the market price of the underlying common stock or other security declines, the convertible security, like a fixed income security, tends to trade increasingly on a yield basis, and thus may not decline in price to the same extent as the underlying common stock or other security.

Custodial Receipts and Trust Certificates

The Fund may invest in custodial receipts and trust certificates representing interests in securities held by a custodian or trustee. The securities so held may include U.S. Government Securities or other types of securities in which the Fund may invest. The custodial receipts or trust certificates may evidence ownership of future interest payments, principal payments or both on the underlying securities, or, in some cases, the payment obligation of a third party that has entered into an interest rate swap or other arrangement with the custodian or trustee. For certain securities laws purposes, custodial receipts and trust certificates may not be considered obligations of the U.S. government or other issuer of the securities held by the custodian or trustee. If for tax purposes the Fund is not considered to be the owner of the underlying securities held in the custodial or trust account, the Fund may suffer adverse tax consequences. As a holder of custodial receipts and trust certificates, the Fund will bear its proportionate share of the fees and expenses charged to the custodial account or trust. The Fund may also invest in separately issued interests in custodial receipts and trust certificates.

 

B-2

Investments in Intellectual Property Investments

The Fund may invest in interests in Underlying Private Funds that include intellectual property assets or dependent upon certain intellectual property. These assets may include media and entertainment companies or portfolios of copyrights, master records, patents and other intellectual property. Intellectual property rights are not perpetual rights; they expire or revert at the end of the relevant time period. Once they expire or revert, third parties may use the rights without payment of royalty and hence the income and value related to the relevant copyright will end. In addition, there is significant uncertainty regarding the future of companies in the media and entertainment sectors as a result of, among other factors, the unpredictability of consumer tastes and preferences as well as changes in technology and the manner in which content is accessed by consumers.

Repurchase Agreements

Repurchase agreements involve the purchase of securities subject to the seller’s agreement to repurchase them at a mutually agreed upon date and price. The Fund may enter into repurchase agreements with eligible counterparties which furnish collateral at least equal in value or market price to the amount of their repurchase obligation. The collateral may consist of any type of security in which the Fund is eligible to invest directly. Repurchase agreements involving obligations other than U.S. Government Securities may be subject to special risks and may not have the benefit of certain protections in the event of the counterparty’s insolvency.

If the other party or “seller” defaults, the Fund might suffer a loss to the extent that the proceeds from the sale of the underlying securities and other collateral held by the Fund are less than the repurchase price and the Fund’s costs associated with delay and enforcement of the repurchase agreement. In addition, in the event of bankruptcy of the seller, the Fund could suffer additional losses if a court determines that the Fund’s interest in the collateral is not enforceable.

The Fund, together with other registered investment companies having advisory agreements with the Investment Adviser or any of its affiliates, may transfer uninvested cash balances into a single joint account, the daily aggregate balance of which will be invested in one or more repurchase agreements.

Reverse Repurchase Agreements

Reverse repurchase agreements involve the sale of securities held by the Fund with an agreement by the Fund to repurchase the securities at a mutually agreed upon date and price (including interest). Reverse repurchase agreements may be entered into when the Investment Adviser expects that the return to be earned from the investment of the transaction proceeds will be greater than the related interest expense. Reverse repurchase agreements involve leveraging. If the securities held by the Fund decline in value while these transactions are outstanding, the net asset value of the Fund’s outstanding Shares will decline in value proportionately more than the decline in value of the securities. In addition, reverse repurchase agreements involve the risk that the investment return earned by the Fund (from the investment of the proceeds) will be less than the interest expense of the transaction, that the market value of the securities sold by the Fund will decline below the price the Fund is obligated to pay to repurchase the securities, and that the securities may not be returned to the Fund.

Under SEC requirements, the Fund needs to aggregate the amount of indebtedness associated with its reverse repurchase agreements and similar financing transactions with the aggregate amount of any other senior securities representing indebtedness (e.g., borrowings, if applicable) when calculating the Fund’s asset coverage ratio or treat all such transactions as derivatives transactions for purposes of Rule 18f-4 under the 1940 Act.

If the buyer of securities under a reverse repurchase agreement files for bankruptcy or becomes insolvent, such buyer or its trustee or receiver may receive an extension of time to determine whether to enforce the Fund’s obligation to repurchase the securities, and the Fund’s use of the proceeds of the reverse repurchase agreement may effectively be restricted pending such decision. Also, the Fund would bear the risk of loss to the extent that the proceeds of the reverse repurchase agreement are less than the value of the securities subject to such agreement.

 

B-3

With respect to any reverse repurchase agreement or similar transaction, the Fund’s Managed Assets shall include any proceeds from the sale of an asset of the Fund to a counterparty in such a transaction, in addition to the value of the underlying asset as of the relevant measuring date.

There can be no assurance that the Fund will achieve its investment objective or that its investment program will be successful.

The Fund’s net asset value per share will fluctuate with market, economic and, to the extent applicable, foreign exchange conditions, so that an investment in the Fund may be worth more or less when repurchased than when purchased. The Fund should not be relied upon as a complete investment program. Additional information about the Fund, its policies and the investment instruments it may hold is provided below and in the Prospectus.

The Fund is registered as an investment company under the 1940 Act. The Investment Adviser is registered as an investment adviser under the Investment Advisers Act of 1940, as amended. The Fund may use derivatives that are subject to regulation by the CFTC. Because of this exposure to CFTC-regulated derivatives, the Investment Adviser could become subject to regulation as a “commodity pool operator” under the Commodity Exchange Act, as amended (the “CEA”), and the CFTC’s rules and regulations with respect to the operations of the Fund. However, the Investment Adviser has claimed an exclusion with respect to the Fund from the definition of the term “commodity pool operator” under the CEA and, therefore, is not currently subject to registration or regulation as a pool operator under the CEA with respect to the Fund. If the Fund were to be subject to registration or regulation as a commodity pool operator under the CEA, the Fund may incur compliance and other expenses or otherwise disadvantage the Fund.

The Fund is subject to certain investment restrictions as further described in the section entitled “Investment Restrictions” below.

 

B-4

INVESTMENT RESTRICTIONS

The investment restrictions set forth below have been adopted by the Fund as fundamental policies that cannot be changed without the affirmative vote of the holders of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund. The investment objective of the Fund and all other investment policies or practices of the Fund are considered by the Fund not to be fundamental and accordingly may be changed without shareholder approval. For purposes of the 1940 Act, a “majority” of the outstanding voting securities means the lesser of (i) 67% or more of the outstanding shares of the Fund present at a meeting, if the holders of more than 50% of the outstanding shares of the Fund are present or represented by proxy, or (ii) more than 50% of the outstanding shares of the Fund.

For purposes of the following limitations (except for the asset coverage requirement with respect to borrowings, which is subject to different requirements under the 1940 Act), any limitation which involves a maximum percentage shall not be considered violated unless an excess over the percentage occurs immediately after, and is caused by, an acquisition or encumbrance of assets of, or borrowings by, the Fund. In applying fundamental investment restriction number (1) below to derivative transactions or instruments, including, but not limited to, futures, swaps, forwards, options and structured notes, the Fund will look to the industry of the reference asset(s) and not to the counterparty or issuer.

Fundamental Investment Restrictions

As a matter of fundamental policy, the Fund may not:

 

(1)

Invest more than 25% of its total assets in the securities of one or more issuers conducting their principal business activities in the same industry (for the purposes of this restriction, the U.S. Government, state and municipal governments and their agencies, authorities and instrumentalities are not deemed to be industries), except that the Fund will invest at least 25% or more of its total assets in companies in the information technology group of industries;

 

(2)

Borrow money or issue senior securities, except as permitted by the 1940 Act, or interpretations or modifications by the SEC, SEC staff or other authority with appropriate jurisdiction;

 

(3)

Make loans, except as permitted by the 1940 Act, or interpretations or modifications by the SEC, SEC staff or other authority with appropriate jurisdiction;

 

(4)

Underwrite securities issued by others, except to the extent that the sale of portfolio securities by the Fund may be deemed to be an underwriting;

 

(5)

Purchase, hold or deal in real estate, except as permitted by the 1940 Act, or interpretations or modifications by the SEC, SEC staff or other authority with appropriate jurisdiction;

 

(6)

Invest in physical commodities, except that the Fund may invest in currency and financial instruments and contracts in accordance with its investment objective and policies, including, without limitation, structured notes, futures contracts, swaps, options on commodities, currencies, swaps and futures, ETFs, investment pools and other instruments, regardless of whether such instrument is considered to be a commodity;

 

(7)

Purchase securities on margin, except as permitted by the 1940 Act, or interpretations or modifications by the SEC, SEC staff or other authority with appropriate jurisdiction; or

 

(8)

Engage in short sales or write put or call options, except as permitted by the 1940 Act, or interpretations or modifications by the SEC, SEC staff or other authority with appropriate jurisdiction.

For purposes of the Fund’s industry concentration policy, the Investment Adviser may analyze the characteristics of a particular issuer and instrument and may assign an industry classification consistent with those characteristics. The Investment Adviser may, but need not, consider industry classifications provided by third parties, and the classifications applied to Fund investments will be informed by applicable law.

 

B-5

In determining whether a particular investment in portfolio instruments or participation in portfolio transactions is subject to the borrowing policy, the accounting treatment of such instrument or participation shall be considered, but shall not by itself be determinative. Whether a particular instrument or transaction constitutes a borrowing shall be determined by the Board (as defined below), after consideration of all of the relevant circumstances.

Non-Fundamental Investment Policy

Under normal circumstances, the Fund intends to invest at least 80% of its Managed Assets in venture capital investments and growth investments. For purposes of this policy, venture capital and growth investments include Underlying Private Funds, Secondary Investments (including Direct Secondary Investments), Continuation Vehicles, Co-Investments, and equity and debt securities of (or other investment structures that give exposure to) Venture Companies. “Venture companies” are private companies that have received venture-stage equity or debt funding and that the Investment Adviser believes are poised to experience high growth. Growth investments are investments that the Investment Adviser believes demonstrate strong potential for appreciation in value over time. For purposes of determining the Fund’s compliance with the Fund’s 80% investment policy, the Fund will consider certain publicly offered investment vehicles (including exchange-traded funds (“ETFs”)) as “venture capital investments” or “growth investments,” where the identity of those underlying portfolio securities can be reasonably determined or where the underlying investment vehicle has an 80% investment policy to invest in investments consistent with the investment focus that the Fund’s name suggests. Money market funds, cash, other cash equivalents and U.S. Treasury securities with remaining maturities of one year or less that are held by the Fund in support of unfunded commitments to venture capital investments and growth investments that the Fund reasonably expects to be called in the future, are counted towards the Fund’s 80% policy with respect to investments in venture capital and growth investments.

This 80% policy is not fundamental and may be changed by the Board upon 60 days’ prior written notice to shareholders, provided that the Fund provides such notice in advance of a Repurchase Offer and such Repurchase Offer is not oversubscribed.

The Fund must review its portfolio investments at least quarterly. If, subsequent to an investment, the Fund identifies that the requirements of its 80% policy are no longer met, the Fund will take action in a manner that will bring it into compliance with its 80% policy within 90 consecutive days.

TRUSTEES AND OFFICERS

The Fund’s Leadership Structure

The business and affairs of the Fund are managed under the direction of its Board of Trustees (the “Board”), subject to the laws of the State of Delaware and the Fund’s Declaration of Trust. The Trustees are responsible for deciding matters of overall policy and reviewing the actions of the Fund’s service providers. The officers of the Fund conduct and supervise the Fund’s daily business operations. Trustees who are not deemed to be “interested persons” of the Fund as defined in the 1940 Act are referred to as “Independent Trustees.” Trustees who are deemed to be “interested persons” of the Fund are referred to as “Interested Trustees.” The Board is currently composed of four Independent Trustees and one Interested Trustee. The Board has selected an Independent Trustee to act as Chair, whose duties include presiding at meetings of the Board and acting as a focal point to address significant issues that may arise between regularly scheduled Board and Committee meetings. In the performance of the Chair’s duties, the Chair will consult with the other Independent Trustees and the Fund’s officers and legal counsel, as appropriate. The Chair may perform other functions as requested by the Board from time to time.

The Board elects the Fund’s officers, who serve at the discretion of the Board. The responsibilities of the Board include oversight of the valuation of the Fund’s assets, corporate governance activities, oversight of the Fund’s financing arrangements and oversight of the Fund’s investment activities.

The Board will meet as often as necessary to discharge its responsibilities. The Board will conduct regular, meetings at least four times a year, and will hold special in-person or telephonic meetings as necessary to address specific issues that require attention prior to the next regularly scheduled meeting. In addition, the Independent Trustees will meet at least annually to review, among other things, investment management agreements, distribution and/or service plans and related agreements, transfer agency agreements and certain other agreements providing for the compensation of GS&Co. and/or its affiliates by the Fund, and to consider such other matters as they deem appropriate.

 

B-6

The Board has established four standing committees – Audit, Governance and Nominating, Compliance, and Contract Review Committees. The Board may establish other committees, or nominate one or more Trustees to examine particular issues related to the Board’s oversight responsibilities, from time to time. Each Committee will meet periodically to perform its delegated oversight functions and report its findings and recommendations to the Board. For more information on the Committees, see the section “STANDING BOARD COMMITTEES,” below.

The Trustees have determined that the Fund’s leadership structure is appropriate because it allows the Trustees to effectively perform their oversight responsibilities.

Trustees

Information regarding the members of the Board of the Fund as of [ ], 2026 is set forth below:

Independent Trustees

 

Name, Address and Year of Birth1		Position(s) Held with the Fund		Term of Office and Length of Time Served2		Principal Occupation(s) During Past 5 Years		Other Directorships Held by Trustee3
[ ]		[ ]		[ ]		[ ]		[ ]
[ ]		[ ]		[ ]		[ ]		[ ]
[ ]		[ ]		[ ]		[ ]		[ ]
[ ]		[ ]		[ ]		[ ]		[ ]

 

B-7

Interested Trustee

 

Name, Address and Year of Birth1		Position(s) Held with the Fund		Term of Office and Length of Time Served2		Principal Occupation(s) During Past 5 Years		Other Directorships Held by Trustee3
Katherine (“Kaysie”) P. Uniacke* 1961		Trustee		Since September 2026		Ms. Uniacke is Chair of the Board – Goldman Sachs Asset Management International (2013 – Present); and Advisory Director – Goldman Sachs (2013 – Present). She was formerly Director – Goldman Sachs Dublin and Luxembourg family of funds (2013 – 2023).   Trustee—G-X Venture Capital & Growth and G-X Private Markets   Director—Goldman Sachs BDC, Inc.; Silver Capital Holdings LLC; Goldman Sachs Private Middle Market Credit II LLC; Phillip Street BDC LLC; Goldman Sachs Private Credit Corp.; and West Bay BDC LLC.		Goldman Sachs Asset Management International.

 

*

Ms. Uniacke is considered to be an “Interested Trustee” of the Fund because she holds positions with GS&Co. and owns securities issued by The Goldman Sachs Group, Inc. Ms. Uniacke holds comparable positions with certain other companies of which GS&Co., GSAM or an affiliate thereof is the investment adviser, administrator and/or distributor.

1	Each Trustee may be contacted by writing to the Trustee, c/o Goldman Sachs, 200 West Street, New York, New York, 10282, Attn: Curtis Tate.

2

Subject to such policies as may be adopted by the Board from time-to-time, each Trustee holds office for an indefinite term, until the earliest of: (a) the election of his or her successor; (b) the date the Trustee resigns or is removed by the Board or shareholders, in accordance with the Fund’s Declaration of Trust; or (c) the termination of the Fund. The Board has adopted policies which provide that each Independent Trustee shall retire as of December 31st of the calendar year in which he or she reaches (a) his or her 75th birthday or (b) the 15th anniversary of the date he or she became a Trustee, whichever is earlier, unless a waiver of such requirements shall have been adopted by a majority of the other Trustees. These policies may be changed by the Trustees without shareholder approval.

3	This column includes only directorships of companies required to report to the SEC under the Securities Exchange Act of 1934 (i.e., “public companies”) or other investment companies registered under the 1940 Act.

The significance or relevance of a Trustee’s particular experience, qualifications, attributes and/or skills is considered by the Board on an individual basis. Experience, qualifications, attributes and/or skills common to all Trustees include the ability to critically review, evaluate and discuss information provided to them and to interact effectively with the other Trustees and with representatives of the Investment Adviser and its affiliates, other service providers, legal counsel and the Fund’s independent registered public accounting firm, the capacity to address financial and legal issues and exercise reasonable business judgment, and a commitment to the representation of the interests of the Fund and its shareholders. The Governance and Nominating Committee’s charter contains certain other factors that are considered by the Governance and Nominating Committee in identifying and evaluating potential nominees to serve as Independent Trustees. Based on each Trustee’s experience, qualifications, attributes and/or skills, considered individually and with respect to the experience, qualifications, attributes and/or skills of other Trustees, the Board has concluded that each Trustee should serve as a Trustee. Below is a brief discussion of the experience, qualifications, attributes and/or skills of each individual Trustee as of [ ], 2026 that led the Board to conclude that such individual should serve as a Trustee.

 

B-8

[    ]

Trustee Ownership of Fund Shares

The following table shows the dollar range of Shares beneficially owned by each Trustee in the Fund as of [ ], unless otherwise noted.

 

Name of Trustee		Dollar Range of Shares in the Fund
[ ]		[ ]
[ ]		[ ]
[ ]		[ ]
[ ]		[ ]
[ ]		[ ]

[As of [ ], 2026, the Trustees and Officers of the Fund as a group owned less than 1% of the outstanding shares of beneficial interest of each class of the Fund].

Board Compensation

Each Independent Trustee is compensated with a unitary annual fee for his or her services as trustee of the Fund and as a member of the Audit Committee, Compliance Committee, Contract Review Committee, and Governance and Nominating Committee. The Chair and the Trustee designated as “audit committee financial expert” receive additional compensation for their services in such capacities. The Independent Trustees are also reimbursed for reasonable travel and other expenses incurred in connection with attending meetings. The Fund may also pay the reasonable incidental costs of a Trustee to attend training or other types of conferences relating to the investment company industry.

The following tables set forth certain information with respect to the compensation of each Trustee of the Fund for the fiscal year ended [March 31, 2026]:

 

Name of Trustee		Compensation from the Fund*				Pension or Retirement Benefits Accrued as Part of the Fund’s Expenses
[ ]		$	—			$	—
[ ]		$	—			$	—
[ ]		$	—			$	—
[ ]		$	—			$	—
[ ]		$	—			$	—

 

*	[The Fund had not commenced operations as of [March 31, 2026]. Under current compensation arrangements, it is estimated that the Trustees will receive the following compensation from the Fund for the fiscal year ending [March 31, 2027]: [ ].]

(1)	Includes compensation as the Board chair.

(2)	Includes compensation as “audit committee financial expert,” as defined in Item 3 of Form N-CSR.

(3)	Ms. Uniacke is an Interested Trustee due to the positions she holds with Goldman Sachs, and as such, receives no compensation from the Fund.

 

B-9

No compensation is paid to trustees who are “interested persons,” as that term is defined in the 1940 Act, of the Fund.

Officers of the Fund

Information pertaining to the officers of the Fund as of [ ], 2026 is set forth below.

 

Name, Address and Year of Birth		Position(s) Held with the Fund		Term of Office and Length of Time Served1		Principal Occupation(s) During Past 5 Years
[ ]		[ ]		[ ]		[ ]
[ ]		[ ]		[ ]		[ ]
[ ]		[ ]		[ ]		[ ]
[ ]		[ ]		[ ]		[ ]

1	Officers hold office at the pleasure of the Board or until their successors are duly elected and qualified. Each officer holds comparable positions with certain other companies of which GS&Co., GSAM or an affiliate thereof is the investment adviser, administrator and/or distributor.

Standing Board Committees

Audit Committee.

The Audit Committee oversees the audit process and provides assistance to the Board with respect to fund accounting, tax compliance and financial statement matters. In performing its responsibilities, the Audit Committee selects and recommends annually to the Board an independent registered public accounting firm to audit the books and records of the Fund for the ensuing year, and reviews with the firm the scope and results of each audit. All of the Independent Trustees serve on the Audit Committee, and Richard A. Mark serves as the Chair of the Audit Committee. The Audit Committee did not meet during the fiscal year ended [March 31, 2026].

Governance and Nominating Committee.

The Governance and Nominating Committee has been established to: (i) assist the Board in matters involving fund governance, which includes making recommendations to the Board with respect to the effectiveness of the Board in carrying out its responsibilities in governing the Fund and overseeing its management; (ii) select and nominate candidates for appointment or election to serve as Independent Trustees; and (iii) advise the Board on ways to improve its effectiveness. All of the Independent Trustees serve on the Governance and Nominating Committee. The Governance and Nominating Committee did not meet during the fiscal year ended [March 31, 2026]. As stated above, each Trustee holds office for an indefinite term until the occurrence of certain events. In filling Board vacancies, the Governance and Nominating Committee will consider nominees properly recommended by the Fund’s shareholders. Nominee recommendations should be submitted to the Fund at its mailing address stated in the Fund’s Prospectus and should be directed to the attention of the Governance and Nominating Committee.

Compliance Committee.

The Compliance Committee has been established for the purpose of overseeing the compliance processes: (i) of the Fund; and (ii) insofar as they relate to services provided to the Fund, of the Fund’s Investment Adviser, Distributor, administrator (if any), and Transfer Agent, except that compliance processes relating to the accounting and financial reporting processes, and certain related matters, are overseen by the Audit Committee. In addition, the Compliance Committee provides assistance to the full Board with respect to compliance matters. The Compliance Committee did not meet during the fiscal year ended [March 31, 2026]. All of the Independent Trustees serve on the Compliance Committee.

 

B-10

Contract Review Committee.

The Contract Review Committee has been established for the purpose of overseeing the processes of the Board for reviewing and monitoring performance under the Fund’s investment management, distribution, transfer agency, and certain other agreements with the Fund’s Investment Adviser and its affiliates. The Contract Review Committee is also responsible for overseeing the Board’s processes for considering and reviewing performance under the operation of the Fund’s distribution and service plan, and any agreements related to the plan. The Contract Review Committee also provides appropriate assistance to the Board in connection with the Board’s approval, oversight and review of the Fund’s other service providers, including, without limitation, the Fund’s custodian/accounting agent, sub-transfer agents, printing firms and professional firms (other than the Fund’s independent auditor, which is the responsibility of the Audit Committee). The Contract Review Committee did not meet during the fiscal year ended [March 31, 2026]. All of the Independent Trustees serve on the Contract Review Committee.

Risk Oversight

The Board is responsible for the oversight of the activities of the Fund, including oversight of risk management. Day-to-day risk management with respect to the Fund is the responsibility of GSAM or other service providers (depending on the nature of the risk), subject to supervision by GSAM. The risks of the Fund include, but are not limited to, liquidity risk, investment risk, derivatives risk, compliance risk, operational risk, reputational risk, credit risk and counterparty risk. Each of GSAM and the other service providers have their own independent interest in risk management and their policies and methods of risk management may differ from the Fund’s and each other’s in the setting of priorities, the resources available or the effectiveness of relevant controls. As a result, the Board recognizes that it is not possible to identify all of the risks that may affect the Fund or to develop processes and controls to eliminate or mitigate their occurrence or effects, and that some risks are simply beyond the control of the Fund or GSAM, their respective affiliates or other service providers.

The Board effectuates its oversight role primarily through regular and special meetings of the Board and Board committees. In certain cases, risk management issues are specifically addressed in reports, presentations and discussions. In addition, investment risk is discussed in the context of regular presentations to the Board on Fund strategy. Other types of risk are addressed as part of presentations on related topics (e.g., compliance policies) or in the context of presentations focused specifically on one or more risks. The Board also receives reports from GSAM management on operational risks, reputational risks and counterparty risks relating to the Fund.

Board oversight of risk management is also performed by various Board committees. For example, the Audit Committee will meet with both the Fund’s independent registered public accounting firm and GSAM’s internal audit group to review risk controls in place that support the Fund as well as test results, and the Compliance Committee will meet with the CCO and representatives of GSAM’s compliance and risk oversight groups to review testing results of the Fund’s compliance policies and procedures and other compliance and risk issues. Board oversight of risk is also performed as needed between meetings through communications between GSAM and the Board. The Board may, at any time and in its discretion, change the manner in which it conducts risk oversight. The Board’s oversight role does not make the Board a guarantor of the Fund’s investments or activities.

Codes of Ethics

The Fund and its Investment Adviser and Distributor have adopted codes of ethics pursuant to Rule 17j-1 under the 1940 Act. These codes of ethics establish, among other things, procedures for personal investments and restrict certain personal securities transactions, including transactions in securities that are held by us. Personnel subject to each code may invest in securities for their personal investment accounts, so long as such investments are made in accordance with the code’s requirements. These codes of ethics are available on the EDGAR Database on the SEC’s Internet site at http://www.sec.gov, and copies of these codes of ethics may be obtained, after paying a duplicating fee, by electronic request at the following email address: publicinfo@sec.gov.

 

B-11

MANAGEMENT OF THE FUND

As stated in the Fund’s Prospectus, GSAM, 200 West Street, New York, New York 10282, serves as Investment Adviser to the Fund. GSAM is an indirect, wholly-owned subsidiary of The Goldman Sachs Group, Inc. and an affiliate of GS&Co. See “Management of the Fund” in the Fund’s Prospectus for a description of the Investment Adviser’s duties to the Fund. The Fund’s investment strategies are managed by the Investment Adviser through XIG.

Founded in 1869, The Goldman Sachs Group, Inc. is a publicly-held financial holding company and a leading global investment banking, securities and investment management firm. GS&Co. is a leader in developing portfolio strategies and in many fields of investing and financing, participating in financial markets worldwide and serving individuals, institutions, corporations and governments. GS&Co. is also among the principal market sources for current and thorough information on companies, industrial sectors, markets, economies and currencies, and trades and makes markets in a wide range of equity and debt securities 24 hours a day. The firm is headquartered in New York with offices in countries throughout the world. It has trading professionals throughout the United States, as well as in London, Frankfurt, Tokyo, Seoul, Sao Paulo and other major financial centers around the world. The active participation of GS&Co. in the world’s financial markets enhances its ability to identify attractive investments. GS&Co. has agreed to permit the Fund to use the name “Goldman Sachs” or a derivative thereof as part of the Fund’s name for as long as the Fund’s management agreement (the “Management Agreement”) is in effect.

The Management Agreement provides that GSAM, in its capacity as Investment Adviser, may render similar services to others so long as the services under such Management Agreement are not impaired thereby. The Management Agreement was approved by the Board, including a majority of the Trustees of the Board who are not parties to such agreement or “interested persons” (as such term is defined in the 1940 Act) of any party thereto (the “non-interested Trustees”), on [ ]. A discussion regarding the Board’s basis for approving the Management Agreement will be available in the Fund’s first [annual/semi-annual] report following its launch.

The Management Agreement will remain in effect for an initial two-year period and will continue in effect with respect to the Fund from year to year thereafter provided such continuance is specifically approved at least annually as set forth in the Management Agreement.

The Management Agreement will terminate automatically if assigned (as defined in the 1940 Act). The Management Agreement is also terminable at any time without penalty by the Trustees or by vote of a majority of the outstanding voting securities by value of the Fund on 60 days’ written notice to the Investment Adviser or by the Investment Adviser on 60 days’ written notice to the Fund.

In consideration of the advisory services provided by the Investment Adviser, the Investment Adviser is entitled to receive a monthly management fee (the “Management Fee”) at an annual rate equal to [ ]% of the Fund’s net assets at the end of the most recently completed calendar month, provided, that, if the Fund calculates its net asset value more frequently than monthly, the Management Fee shall be calculated on the same frequency as the net asset value is calculated. The Management Fee for any partial month will be appropriately prorated. For purposes of determining the Management Fee payable to the Investment Adviser for any month, the net asset value is calculated after any subscriptions but prior to any repurchases occurring in that month and prior to any reduction for the Management Fee and the Incentive Fee (as defined below) (if applicable) payable to the Investment Adviser for that month.

The Investment Adviser has agreed to waive a portion of the Management Fee in order to achieve an effective management fee rate of [ ]% of the average monthly value of the Fund’s net assets for a one-year period commencing on the date that the Minimum Offering Requirement (as defined in the Prospectus) is met and the Fund commences operations. The Investment Adviser may not terminate the arrangement without the approval of the Board. Other investment companies in which the Fund invests will also be subject to management fees paid by those underlying investment companies to their respective investment advisers or managers. Those fees will have the effect of reducing returns to the Fund.

Pursuant to the Management Agreement, the Investment Adviser is entitled to receive the fees set forth below, payable monthly based on the Fund’s net assets at the end of the most recently completed calendar month, provided, that, if the Fund calculates its net asset value more frequently than monthly, the Management Fee shall be calculated on the same frequency as the net asset value is calculated. The Management Fee for any partial month will be appropriately prorated.

 

B-12

For purposes of determining the Management Fee payable to the Investment Adviser for any month, the net asset value is calculated after any subscriptions but prior to any repurchases occurring in that month and prior to any reduction for the Management Fee and the Incentive Fee (as defined below) (if applicable) payable to the Investment Adviser for that month.

 

Fund		Contractual Management Fee Annual Rate
G-X Venture Capital & Growth			[	]%

Since the Fund is newly-organized, it did not pay management fees during the last three fiscal years.

In addition, the Investment Adviser may waive a portion of its Management Fee, including fees earned as an investment adviser to affiliated funds in which the Fund invests, from time to time, and may discontinue or modify any such waivers in the future, consistent with the terms of any fee waiver arrangements in place.

The Investment Adviser (or, to the extent permitted by applicable law, an affiliate of the Investment Adviser) will be entitled annually to receive an incentive fee (the “Incentive Fee”) for each share class of the Fund in an amount equal to:

 

(a)

First, if the Net Profits (as defined below) for the applicable period exceed the sum of (i) the Hurdle Amount (as defined below) for that period and (ii) the then balance, if any, of the Loss Recovery Account (as defined below), then 100% of Net Profits until the total amount paid to the Investment Adviser equals [ ]% of the sum of (i) the Hurdle Amount for that period and (ii) any accrued Incentive Fee pursuant to this paragraph (a) (any such amount, the “Catch Up”).

 

(b)

Second, to the extent there are remaining Net Profits, [ ]% of such remaining Net Profits.

“Net Profits” shall mean, for each share class of the Fund, the amount by which the sum of (A) the NAV per share as of the end of each fiscal period ending March 31 before giving effect to any accrual to the Incentive Fee and applicable expenses for the Distribution and Servicing Fees and (B) the amount of dividends and other distributions accrued or paid in respect of the Fund during such fiscal period exceeds the NAV per share as of the beginning of such period. “Net Losses” shall mean, for each share class of the Fund, the amount by which the NAV per share as of the beginning of each fiscal period ending March 31 exceeds the sum of (A) the NAV per share as of the end of such fiscal period before giving effect to any accrual to the Incentive Fee and applicable expenses for the Distribution and Servicing Fees, and (B) the amount of dividends and other distributions accrued or paid in respect of the Fund during such fiscal period. Net Profits and Net Losses shall be calculated based on the number of outstanding shares at the end of each fiscal period ending March 31.

“Hurdle Amount” means, for any fiscal period beginning on April 1 (or in the case of the Fund’s first fiscal period, the commencement of operations of the Fund), an amount that results in a [ ]% annualized total return on the NAV of the relevant class of shares, calculated before giving effect to any accrual to the Incentive Fee and applicable expenses for the Distribution and Servicing Fees and adjusted for any dividends and other distributions accrued or paid. The Hurdle Amount is not cumulative and will reset each fiscal period ending March 31.

Except as described in Loss Recovery Account below, any amount by which Net Profits falls below the Hurdle Amount will not be carried forward to subsequent periods.

“Loss Recovery Account” means a memorandum account maintained by the Fund on a per share basis, which will have an initial balance of zero and will be (i) increased upon the close of each fiscal period ending March 31 by the amount of the Net Losses of each share class for the period, before giving effect to any distributions for such period, and (ii) decreased (but not below zero) upon the close of each fiscal period ending March 31 by the amount of the Net Profits for such period. For purposes of the Net Profits, Net Losses and Hurdle Amount calculation, the NAV shall include unrealized appreciation or depreciation of investments and realized income and gains or losses.

 

B-13

Incentive Fees are accrued monthly and paid annually; provided, however, that any Incentive Fees accrued in the NAV of shares tendered for repurchase throughout each fiscal period ending March 31 will be paid at the time of such repurchase.

Any Incentive Fee payable by the Fund that relates to an increase in value of the Fund’s investments may be computed and paid on gain or income that is unrealized, and the Investment Adviser is not obligated to reimburse the Fund for any part of an Incentive Fee it previously received. If a Fund investment with an unrealized gain subsequently decreases in value, it is possible that such unrealized gain previously included in the calculation of an Incentive Fee will never become realized. Thus, the Fund could have paid an Incentive Fee on income or gain the Fund never received. Further, shareholders may be charged an Incentive Fee on an income and capital appreciation amount that is greater than the income and capital appreciation they may receive from the Fund.

The Investment Adviser received exemptive relief from the SEC that permits the Fund to pay the Investment Adviser all or a portion of its Management Fee and/or Incentive Fee, as applicable, in Shares in lieu of paying the Investment Adviser an equivalent amount of such fees in cash. As a condition of the exemptive relief, the Investment Adviser has committed not to sell any such Shares received in lieu of a cash payment of its Management Fee or Incentive Fee, as applicable, for at least 12 months from the date of issuance, except in exceptional circumstances (the “Lock-Up Restrictions”). To the extent the Investment Adviser transfers such Shares to employees of the Investment Adviser, such employees would be bound by the Lock-Up Restrictions in place from when such Shares were first issued to the Investment Adviser.

Further, as a condition of the exemptive relief, for any payment for which the Investment Adviser has elected to receive all or a portion of its Management Fee and/or Incentive Fee in Shares, the Fund will post a notice to that effect on the Fund’s website. Additionally, the Fund will also maintain and make publicly available on the Fund’s website a historical record of how the Investment Adviser was compensated for each payment period during the Fund’s last three fiscal years after its first election of payment in Shares.

In addition to providing advisory services, under the Management Agreement, the Investment Adviser also, to the extent such services are not required to be performed by others pursuant to the fund administration and accounting agreement, the custodian agreement, the transfer agency agreement, distribution agreement or such other agreements with service providers to the Fund that the Board has approved: (i) supervises all non-advisory operations of the Fund; (ii) provides personnel to perform such executive, administrative and clerical services as are reasonably necessary to provide effective administration of the Fund; (iii) arranges for (at the Fund’s expense): (a) the preparation of all required tax returns, (b) the preparation and submission of reports to Shareholders, (c) the periodic updating of the Prospectus and this SAI and (d) the preparation of reports to be filed with the SEC and other regulatory authorities; (iv) maintains the Fund’s records; and (v) provides office space and all necessary office equipment and services.

 

B-14

Portfolio Managers – Other Accounts Managed by the Portfolio Managers

The following table discloses accounts within each type of category listed below for which the portfolio managers are jointly and primarily responsible for day-to-day portfolio management as of [ ], 2026, unless otherwise indicated.

For each portfolio manager listed below, the total number of accounts managed is a reflection of accounts within the strategy they oversee or manage, as well as accounts which participate in the sector in which they manage. There are multiple portfolio managers involved with each account.

 

Number of Other Accounts Managed and Total Assets1 by Account Type

Number of Accounts and Total Assets1 for Which Advisory Fee is Performance-Based

Registered Investment Companies

Other Pooled Investment Vehicles2

Other Accounts3

Registered Investment Companies

Other Pooled Investment Vehicles2

Other Accounts3

Number of Accounts

Assets Managed

Number of Accounts

Assets Managed

Number of Accounts

Assets Managed

Number of Accounts

Assets Managed

Number of Accounts

Assets Managed

Number of Accounts

Assets Managed

Portfolio Management Team

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]

$

[

]

[

]

$

[

]

[

]

$

[

]

†	Footnotes:

1.	Asset information is in USD millions unless otherwise specified.

2.	“Other Pooled Investment Vehicles” includes commingled funds.

3.	“Other Accounts” include separately managed accounts or funds-of-one.

 

B-15