As filed with the Securities and Exchange Commission on February 8, 2019

Securities Registration No. 333 – 220916

Investment Company Registration No. 811 – 23301

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-2

Goldman Sachs Private Markets Fund 2018 LLC

(Exact name of Registrant as specified in Charter)

200 West Street

New York, New York 10282

(Address of principal executive offices)

Registrant’s Telephone Number, including Area Code: 212-902-1000

David S. Plutzer, Esq.

Goldman Sachs Asset Management, L.P.

200 West Street

New York, New York 10282

COPIES TO:

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

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, other than securities offered in connection with a dividend reinvestment plan, check the following box  ☒

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

CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933

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.

Goldman Sachs Private Markets Fund 2018 LLC

Units

PROSPECTUS

Goldman Sachs & Co. LLC

February 8, 2019

PMFMASTPRO-18V2

STATEMENT OF ADDITIONAL INFORMATION

DATED FEBRUARY 8, 2019

Goldman Sachs Private Markets Fund 2018 LLC

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 Goldman Sachs Private Markets Fund 2018 LLC (the “Fund”), dated February 8, 2019, as may be further amended and/or supplemented from time to time. The prospectus may be obtained without charge from Goldman Sachs & Co. LLC by calling 1-800-621-2550 or writing to Goldman Sachs Funds, P.O. Box 06050, Chicago, Illinois 60606.

GSAM^® is a registered service mark of Goldman Sachs & Co. LLC (“GS&Co.”).

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TABLE OF CONTENTS

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Toll-free (in U.S.) 1-800-621-2550 (for Investors/Authorized Participants) or 1-800-292-4726 (for Financial Advisors).

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INTRODUCTION

Goldman Sachs Private Markets Fund 2018 LLC (the “Fund”) is registered under the Investment Company Act of 1940, as amended (the “1940 Act”) as newly-organized, non-diversified, closed-end management investment company with no operating history. 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 is organized as a Delaware limited liability company and is governed by a limited liability company agreement.

Goldman Sachs Private Markets Fund 2018 (A) LLC (“Feeder Fund A”) and Goldman Sachs Private Markets Fund 2018 (B) LLC (“Feeder Fund B,” and together with Feeder Fund A, the “Feeder Funds”) will pursue their investment objectives by investing all or substantially all of their assets in the Fund, which in turn will make investments. Each Feeder Fund has the same investment objective, investment policies and restrictions as the Fund.

Goldman Sachs Asset Management, L.P. (“GSAM” or the “Investment Adviser”), an affiliate of GS&Co., serves as the Investment Adviser to the Fund. In addition, GS&Co. will serve as the placement agent of the Fund (the “Placement Agent”). The Fund may engage one or more affiliated or unaffiliated or successor or additional placement agents. The Fund’s custodian is State Street Bank and Trust Company (“State Street”), which also provides administrative services to the Fund. The Fund’s transfer agent is GS&Co.

The following information relates to and supplements the description of the Fund’s investment 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.

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INVESTMENT OBJECTIVES AND POLICIES

The Fund’s investment objective is to seek total return through a fund of funds strategy. The Fund intends to invest, under normal circumstances, at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in private pooled investment vehicles (“Portfolio Funds”). Portfolio Funds will consist principally of blind pool vehicles, focused on a diversified set of private equity strategies, which may include middle-market buyout, large buyout, distressed, growth equity, credit, venture capital, and industry focused strategies. On an opportunistic basis, the Fund may also invest in “substantially funded” Portfolio Funds (i.e., Portfolio Funds that, in general, are at least 10% invested or committed immediately prior to the Fund’s investment). Pending its investments in Portfolio Funds, the Fund may hold uninvested capital in the form of cash and cash equivalents, including money market investments. In addition, the Fund may use derivative instruments for hedging purposes, which may include forward foreign exchange contracts, interest rate swaps, and total return swaps.

As of the date of this SAI, the Portfolio Funds have not yet been identified. The Portfolio Funds are to be identified by the Goldman Sachs Alternative Investments & Manager Selection Group (the “AIMS Group” or “AIMS”), part of GSAM. The Fund currently expects to make commitments to six to eight Portfolio Funds plus select complementary and opportunistic investments prior to the end of the Investment Period. The Investment Adviser, in its discretion, may cause the Fund to make commitments to a lesser or a greater number of Portfolio Funds. In addition, due to timing and other constraints, the Investment Adviser may end up committing the Fund to a smaller number of Portfolio Funds than it would otherwise have planned.

AIMS will select the Portfolio Funds based on, among other factors, an evaluation of the general partner of each Portfolio Fund (each, a “Portfolio Manager”), including each Portfolio Manager’s team, strategy, track record, and market reputation. AIMS expects to identify primarily established Portfolio Managers that are experienced private equity investors. In assessing each Portfolio Manager, AIMS typically evaluates the following factors:

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

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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 Securities Act of 1933, as amended (the “Securities Act”)) of the Fund. The investment objective of the Fund and all other investment policies or practices of the Fund are considered not to be fundamental and accordingly may be changed without investor approval. For purposes of the Securities Act, a “majority” of the outstanding voting securities means the lesser of (i) 67% or more of the outstanding Units of the Fund present at a meeting, if the holders of more than 50% of the outstanding Units of the Fund are present or represented by proxy, or (ii) more than 50% of the outstanding Units 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.

Fundamental Investment Restrictions

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

The following interpretation applies to, but is not part of, this fundamental policy: In determining whether a particular investment in portfolio instruments or participation in portfolio transactions is subject to this 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 Fund’s Board (as defined below), after consideration of all of the relevant circumstances;

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Notwithstanding restriction (1) above, greater than 25% of the Fund’s total assets may be indirectly exposed to a particular industry through its investment in one or more underlying Portfolio Funds or investment companies.

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MANAGERS AND OFFICERS

The Fund’s Leadership Structure

The Fund is managed by a board of managers (the “Board,” and each person who serves on the Board, a “Manager”). James A. McNamara, Linda A. Lang, Michael Latham, and Lawrence W. Stranghoener are the Managers (the “Managers”) comprising the Board, subject to the laws of the State of Delaware and the Fund’s Operating Agreement. The Managers 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. Managers who are not deemed to be “interested persons” of the Fund as defined in the 1940 Act are referred to as “Independent Managers.” Managers who are deemed to be “interested persons” of the Fund are referred to as “Interested Managers.” The Fund’s Board is currently composed of three Independent Managers and one Interested Manager. An Independent Manager acts as chairman (the “Chairman”), 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 (as defined below) meetings. In the performance of the Chairman’s duties, the Chairman will consult with the other Independent Managers and the Fund’s officers and legal counsel, as appropriate. The Chairman may perform other functions as requested by the Board from time to time.

The Board will meet as often as necessary to discharge its responsibilities. The Board intends to conduct regular, in-person meetings at least four times a year, and intends to 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 Managers 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 Goldman Sachs and/or its affiliates by the Fund, and to consider such other matters as they deem appropriate.

Any vacancy on the Board may be filled by the remaining Managers, except to the extent the 1940 Act requires the election of Managers by the Unitholders. The Fund’s officers are appointed by the applicable Managers and oversee the management of the day-to-day operations of the Fund under the supervision of the Board. All of the officers of the Fund are directors, officers or employees of the Investment Adviser or its affiliates. The Managers and officers of the Fund also may be directors and officers of other investment companies managed or advised by the Investment Adviser. To the fullest extent allowed by applicable law, including the 1940 Act, the Operating Agreement of the Fund indemnifies the applicable Managers and officers for all costs, liabilities and expenses that they may experience as a result of their service as such. For more information regarding the Managers and officers, see “–Managers of the Fund” and “–Officers of the Fund” below.

The Fund has established four standing committees: Audit, Governance and Nominating, Compliance and Contract Review Committees. The Board may establish other committees 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 regarding the committees, see “–Standing Committees” below.

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

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Managers of the Fund

Information pertaining to the Managers of the Fund as of February 8, 2019 is set forth below.

Independent Managers

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Interested Manager

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* Mr. McNamara is considered to be an “Interested Manager” because he holds a position with Goldman Sachs and owns securities issued by The Goldman Sachs Group, Inc. Mr. McNamara holds comparable positions with certain other companies of which Goldman Sachs, GSAM or an affiliate thereof is the investment adviser, administrator and/or distributor.

The significance or relevance of a Manager’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 Managers include the ability to critically review, evaluate and discuss information provided to them and to interact effectively with the other Managers 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 Unitholders. 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 Managers. Based on each Manager’s experience, qualifications, attributes and/or skills, considered individually and with respect to the experience, qualifications, attributes and/or skills of other Managers, the Board has concluded that each Manager should serve as a Manager. Below is a brief discussion of the experience, qualifications, attributes and/or skills of each individual Manager as of February 8, 2019 that led the Board to conclude that such individual should serve as a Manager.

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Lawrence W. Stranghoener. Mr. Stranghoener has served as a Manager of the Fund since 2017 and Chairman of the Board of Managers since 2017. Mr. Stranghoener is retired. Mr. Stranghoener is a member of the Board of Directors of Kennametal, Inc., a global manufacturer and distributor of tooling and industrial materials. He is also a member of the Board of Directors of Aleris Corporation and Aleris International, Inc., which provides aluminum rolled products and extrusions, aluminum recycling, and specification alloy production, where he chairs the Audit Committee and also serves on the Compensation Committee. Previously, Mr. Stranghoener held several senior management positions at Mosaic Company, a fertilizer manufacturing company, where he worked for 10 years, most recently as Interim Chief Executive Officer, Executive Vice President and Chief Financial Officer. As Executive Vice President and Chief Financial Officer at Mosaic Company, Mr. Stranghoener implemented public company processes, policies and performance standards to transition the company from private to public ownership and oversaw the company’s controller, treasury, tax, investor relations, strategy and business development, and internal audit functions. He also led the integration of Mosaic Company with IMC Global, Inc. during their merger. Previously, Mr. Stranghoener served for three years as Executive Vice President and Chief Financial Officer for Thrivent Financial, a non-profit, financial services organization and Techies.com, an internet-based professional services company. Mr. Stranghoener also held several senior management positions at Honeywell International, Inc. where he worked for 17 years, most recently as Vice President and Chief Financial Officer. In addition, he serves on the Board of Regents of St. Olaf College. Based on the foregoing, Mr. Stranghoener is experienced with financial and investment matters.

Linda A. Lang. Ms. Lang has served as a Manager of the Fund since 2017. Ms. Lang is retired. Ms. Lang is the Chair of the Board of Directors of WD-40 Company, a global consumer products company, where she serves on the Compensation and Finance Committees. Previously, Ms. Lang held several senior management positions at Jack in the Box, Inc., a restaurant company listed on The NASDAQ Stock Market, where she worked for 30 years, most recently as Chairman and Chief Executive Officer. Over that time, she was involved in the areas of strategic planning, capital structure and deployment, and enterprise risk management. Ms. Lang previously served on the Board of Directors of the San Diego Regional Economic Development Corporation and as a Trustee of the California State University System. In addition, she also serves as a member of the Board of Directors of San Diego State University’s College of Business Administration and is a member of the Corporate Directors Forum. Based on the foregoing, Ms. Lang is experienced with financial and investment matters.

Michael Latham. Mr. Latham has served as a Manager of the Fund since 2017. Mr. Latham is retired. Mr. Latham has been designated as the Board’s “audit committee financial expert” given his extensive accounting and finance experience. Mr. Latham is a member of the Board of Directors of the San Francisco 49ers Foundation where he serves on the Audit Committee. Previously, he held several senior management positions for 15 years with the iShares exchange-traded fund business owned by BlackRock, Inc. and previously owned by Barclays Global Investors, most recently as Chairman and Global Head of the business. In that capacity he was one of the lead executives responsible for the growth of the business. He was also involved in governance of the iShares funds, serving initially as Principal Financial Officer and later as President and Principal Executive Officer and a member of the Board of Directors. Mr. Latham is a certified public accountant, and before joining Barclays Global Investors, he worked at Ernst and Young for over five years. Based on the foregoing, Mr. Latham is experienced with accounting, financial and investment matters.

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James A. McNamara. Mr. McNamara has served as a Manager and President of the Fund since 2017. Mr. McNamara is an Advisory Director to Goldman Sachs. Prior to retiring as Managing Director at Goldman Sachs in 2017, Mr. McNamara was head of Global Third Party Distribution at GSAM and was previously head of U.S. Third Party Distribution. Prior to that role, Mr. McNamara served as Director of Institutional Fund Sales. Prior to joining Goldman Sachs, Mr. McNamara was Vice President and Manager at Dreyfus Institutional Service Corporation. Based on the foregoing, Mr. McNamara is experienced with financial and investment matters.

Manager Ownership of Fund Units

The following table shows the dollar range of Units benefits owned by each Manager in the Fund and interests in the portfolios of the Feeder Funds as of December 31, 2018, unless otherwise noted.

Board Compensation

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

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Officers of the Fund

Information pertaining to the Officers of the Fund as of February 8, 2019 is set forth below.

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Standing Board Committees

The Board has established four standing committees in connection with their governance of the Fund — Audit, Governance and Nominating, Compliance and Contract Review.

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 Managers serve on the Audit Committee.

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 Managers; and (iii) advise the Board on ways to improve its effectiveness. As noted above, each Manager holds office for an indefinite term until the occurrence of certain events. In filling Board vacancies, the Governance and Nominating Committee will consider nominees recommended by investors. Nominee recommendations should be submitted to the Fund at the mailing address stated in the Fund’s prospectus and should be directed to the attention of Goldman Sachs Private Markets Fund 2018, LLC Governance and Nominating Committee.

All of the Independent Managers serve on 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, placement agents, 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.

All of the Independent Managers serve on the Compliance Committee.

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, service, investor administration and other plans, and any agreements related to the plans. 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, professional (legal and accounting) firms and printing firms.

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All of the Independent Managers 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, investment 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 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 meets 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 meets with the CCO and representatives of GSAM’s compliance group to review testing results of the Fund’s compliance policies and procedures and other compliance issues. Board oversight of risk is also performed as needed between meetings through communications between the 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 Placement Agent have adopted codes of ethics under Rule 17j-1 of the 1940 Act that permit personnel subject to their particular codes of ethics to invest in securities, including securities that may be purchased or held by the Fund. 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.

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MANAGEMENT SERVICES

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 a wholly-owned subsidiary of The Goldman Sachs Group, Inc. and an affiliate of Goldman Sachs. See “Management of the Fund” in the Fund’s prospectus for a description of the Investment Adviser’s duties to the Fund.

Founded in 1869, Goldman Sachs Group, Inc. is a publicly-held financial holding company and a leading global investment banking, securities and investment management firm. Goldman Sachs 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. Goldman Sachs 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 Goldman Sachs in the world’s financial markets enhances its ability to identify attractive investments. Goldman Sachs 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 most recently approved by the Board, including a majority of the Managers 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 Managers”), on December 7, 2017. A discussion regarding the Board’s basis for approving the Management Agreement will be available in the Fund’s annual report for the fiscal year ending March 31, 2019.

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 by (i) the vote of a majority of the Fund’s outstanding voting interests by value or a majority of the Managers, and (ii) the vote of a majority of the Independent Managers, cast in person at a meeting called for the purpose of voting on such approval.

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 Managers or by vote of a majority of the outstanding voting interests 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 Fund will pay the Investment Adviser a management fee (the “Management Fee”), based on committed capital from Unitholders (“Commitments”) and payable quarterly in arrears, at the following annual rates: 0.10% after the first date on which the Fund accepts Commitments for Units of the Fund (the “Initial Issuance Date”) until the first anniversary of the Initial Issuance Date; 0.75% after the first anniversary of the Initial Issuance Date until the eighth anniversary of the Initial Issuance Date; and 0.20% thereafter for the remaining term of the Fund. The Management Fee for any partial quarter will be appropriately prorated.

The Management Fee is generally expected to be paid using available funds, in which case these payments will not reduce Unitholders’ Undrawn Commitments. However, the Fund may draw down Undrawn Commitments to pay the Management Fee, in which case amounts contributed would reduce Unitholders’ Undrawn Commitments.

The Fund’s investments in Portfolio Funds will also be subject to management fees paid by the Portfolio Funds to their respective investment advisers, which will reduce returns to the Fund.

Since the Fund is newly organized, it has not yet paid any management fees.

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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) supervise all non-advisory operations of the Fund; (ii) provide personnel to perform such executive, administrative and clerical services as are reasonably necessary to provide effective administration of the Fund; (iii) arrange for (at the Fund’s expense): (a) the preparation of all required tax returns, (b) the preparation and submission of reports to Unitholders, (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) maintain the Fund’s records; and (v) provide office space and all necessary office equipment and services.

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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 December 31, 2018, 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.

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Conflicts of Interest. The Investment Adviser’s portfolio managers are often responsible for managing the Fund as well as other registered funds, accounts, including proprietary accounts, separate accounts and other pooled investment vehicles, such as unregistered private funds. A portfolio manager may manage a separate account or other pooled investment vehicle which may have materially higher fee arrangements than the Fund and may also have a performance-based fee. The side-by-side management of these funds may raise potential conflicts of interest relating to cross trading, the allocation of investment opportunities and the aggregation and allocation of trades.

The Investment Adviser has a fiduciary responsibility to manage all client accounts in a fair and equitable manner. To this end, the Investment Adviser has developed policies and procedures designed to mitigate and manage the potential conflicts of interest that may arise from side-by-side management. In addition, the Investment Adviser and the Fund have adopted policies limiting the circumstances under which cross-trades may be effected between the Fund and another client account. The Investment Adviser conducts periodic reviews of trades for consistency with these policies. For more information about conflicts of interests that may arise in connection with the portfolio manager’s management of the Fund’s investments and the investments of other accounts, see “Potential Conflicts of Interest – Allocation of Investment Opportunities and Expenses Among the Fund and Other Accounts.”

The Fund’s investment objective and investment strategies are similar to those of other accounts managed or sponsored by Goldman Sachs (“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 Fund is prohibited under the 1940 Act from participating in certain transactions with its affiliates without the prior approval of the Fund’s independent managers 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 (which could include investments in the same Portfolio Fund) with such affiliates, absent the prior approval of the Fund’s independent managers. 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 its Accounts. In certain circumstances, negotiated co-investments by the Fund and other funds managed by the Investment Adviser may be made only pursuant to an order from the SEC permitting the Fund to do so. The Fund may rely on an exemptive order from the SEC that permits the Fund to participate in negotiated co-investment transactions with certain affiliated funds, whose investment adviser is GSAM, in a manner consistent with its investment objectives, positions, policies, strategies and restrictions, as well as regulatory requirements and pursuant to the conditions required by the exemptive relief. Pursuant to the exemptive relief, the Board may establish criteria, which may be amended, rescinded, suspended or qualified by the Board at any time, describing the characteristics of potential investments that would be within the Fund’s then-current investment objectives and strategies that GSAM should consider as appropriate for co-investment for the Fund and other funds managed by the Investment Adviser. As a result of such order, there could be significant overlap in the Fund’s investment portfolio and the investment portfolios of other funds managed by the Investment Adviser. Pursuant to the exemptive order, among other things the Fund’s independent managers must not have any direct or indirect financial interest in the co-investment transaction. Such limitation may restrict the availability of investment opportunities due to the financial interests of the Fund’s independent managers. For purposes of this limitation, the Fund does not view an independent manager’s investment in an unaffiliated investment vehicle that invests in a Portfolio Fund as an indirect financial interest in a co-investment transaction.

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

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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 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 the allocations reflect numerous other factors as described below. Accounts managed outside of the AIMS Group are generally viewed separately for allocation purposes. There will be cases where certain Accounts receive an allocation of an investment opportunity when the Fund does not and vice versa.

Personnel of the Investment Adviser involved in decision-making for Accounts may make allocation related decisions for the Fund and other Accounts by reference to one or more factors, including: the Account’s portfolio and its investment horizons, objectives, guidelines and restrictions (including legal and regulatory restrictions); strategic fit and other portfolio management considerations, including different desired levels of investment for different strategies; the expected future capacity of the applicable Accounts; cash and liquidity considerations; and the availability of other appropriate investment opportunities. Suitability considerations, reputational matters and other considerations may also be considered. The application of these considerations may cause differences in the 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.

Portfolio Managers – Compensation

Compensation for portfolio managers of the Investment Adviser is comprised of a base salary and discretionary variable compensation. The base salary is fixed from year to year. Year-end discretionary variable compensation is primarily a function of each portfolio manager’s individual performance and his or her contribution to overall team performance; the performance of the Investment Adviser and Goldman Sachs; the team’s net revenues for the past year which is primarily derived from advisory fee; and anticipated compensation levels among competitor firms.

The discretionary variable compensation for portfolio managers is also significantly influenced by: (1) effective participation in team discussions and process; and (2) management of risk in alignment with the targeted risk parameter and investment objective of the Fund. Other factors may also be considered including: (1) general client/investor orientation and (2) teamwork and leadership. Portfolio managers may receive equity-based awards as part of their discretionary variable compensation.

Other Compensation—In addition to base salary and discretionary variable compensation, the Investment Adviser has a number of additional benefits in place including (1) a 401(k) program that enables employees to direct a percentage of their salary and bonus income into a tax-qualified retirement plan; and (2) investment opportunity programs in which certain professionals may participate subject to certain eligibility requirements.

Portfolio Managers — Portfolio Managers’ Ownership of Units in the Fund

As of February 8, 2019, no portfolio manager owns any Units in the Fund.

Placement Agent

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GS&Co. will serve as the placement agent of the Fund (the “Placement Agent”). In addition, the Fund may engage one or more affiliated or unaffiliated or successor or additional placement agents. The Placement Agent does not maintain a secondary market in the Units.

Transfer Agent

GS&Co. will serve as the transfer agent of the Fund.

Custodian and Administrator

State Street is the custodian of the Fund’s portfolio securities and cash. The custodian of the Fund may change from time to time. State Street also maintains the Fund’s accounting records. State Street 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.

State Street provides administrative services to the Fund pursuant to a fund administration agreement with the Fund (the “Fund Administration and Accounting Agreement”) pursuant to which State Street 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 net asset value (“NAV”) computation services; and (iv) such other services for the Fund as may be mutually agreed upon between the Fund and State Street. For its services under the Fund Administration and Accounting Agreement, State Street receives such fees based on total Commitments and such other fees as are agreed upon from time to time between the parties. In addition, State Street is reimbursed by the Fund for reasonable out-of-pocket expenses incurred in connection with the Fund Administration and Accounting Agreements.

Auditors

PricewaterhouseCoopers LLP has been appointed the Fund’s independent registered public accounting firm. The Fund’s independent registered public accounting firm may change from time to time.

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POTENTIAL CONFLICTS OF INTEREST

General Categories of Conflicts Associated with the Fund

Goldman Sachs (which, for purposes of this “Potential Conflicts of Interest” section, shall mean, collectively, The Goldman Sachs Group, Inc., the Investment Adviser and their affiliates, directors, partners, trustees, managers, members, officers and employees) is a worldwide, full-service investment banking, broker-dealer, asset management and financial services organization and a major participant in global financial markets. As such, it provides a wide range of financial services to a substantial and diversified client base. In those and other capacities, Goldman Sachs advises clients in all markets and transactions and purchases, sells, holds and recommends a broad array of investments for its own account and for the accounts of clients and of its personnel, through client accounts and the relationships and products it sponsors, manages and advises (such Goldman Sachs or other client accounts (including the Fund), relationships and products collectively, the “Accounts”). Goldman Sachs has direct and indirect interests in the global fixed income, currency, commodity, equities, bank loan and other markets, and the securities and issuers, in which the Fund may directly and indirectly invest. As a result, Goldman Sachs’ activities and dealings may affect the Fund in ways that may disadvantage or restrict the Fund and/or benefit Goldman Sachs or other Accounts. In managing conflicts of interest that may arise as a result of the foregoing, GSAM generally will be subject to fiduciary requirements.

The following are descriptions of certain conflicts of interest and potential conflicts of interest that may be associated with the financial or other interests that the Investment Adviser and Goldman Sachs may have in transactions effected by, with, or on behalf of the Fund. The conflicts herein do not purport to be a complete list or explanation of the conflicts associated with the financial or other interests GSAM or Goldman Sachs may have now or in the future. Additional information about potential conflicts of interest regarding the Investment Adviser and Goldman Sachs is set forth in the Investment Adviser’s Form ADV. A copy of Part 1 and Part 2A of the Investment Adviser’s Form ADV is available on the SEC’s website (www.adviserinfo.sec.gov).

The Sale of Units and the Allocation of Investment Opportunities

Goldman Sachs’ Financial and Other Interests May Incentivize Goldman Sachs to Promote the Sale of Units

Goldman Sachs and its personnel have interests in promoting sales of Units in the Fund, and the compensation from such sales may be greater than the compensation relating to sales of interests in other Accounts. Therefore, Goldman Sachs and its personnel may have a financial interest in promoting Units in the Fund over interests in other Accounts.

The Investment Adviser does not receive performance-based compensation in respect of its investment management activities on behalf of the Fund, but may simultaneously manage Accounts for which the Investment Adviser receives greater fees or other compensation (including performance-based fees or allocations) than it receives in respect of the Fund. The simultaneous management of Accounts that pay greater fees or other compensation and the Fund creates a conflict of interest as the Investment Adviser may have an incentive to favor Accounts with the potential to receive greater fees. For example, the Investment Adviser may be faced with a conflict of interest when allocating scarce investment opportunities given the possibly greater fees from Accounts that pay performance-based fees. To address these types of conflicts, the Investment Adviser has adopted policies and procedures under which it will allocate investment opportunities in a manner that it believes is consistent with its obligations and fiduciary duties as an investment adviser. See “Allocation of Investment Opportunities and Expenses Among the Fund and Other Accounts” below. However, the amount, timing, structuring or terms of an investment by the Fund may differ from, and performance may be lower than, the investments and performance of other Accounts.

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Sales Incentives and Related Conflicts Arising from Goldman Sachs’ Financial and Other Relationships with Intermediaries

Goldman Sachs and its personnel, including employees of the Investment Adviser, may receive benefits and earn fees and compensation for services provided to Accounts (including the Fund) and in connection with the distribution of the Fund. Moreover, Goldman Sachs and its personnel, including employees of the Investment Adviser, may have relationships (both involving and not involving the Fund, and including without limitation placement, brokerage, advisory and board relationships) with distributors, consultants and others who recommend, or engage in transactions with or for, the Fund. Such distributors, consultants and other parties may receive compensation from Goldman Sachs or the Fund in connection with such relationships. As a result of these relationships, distributors, consultants and other parties may have conflicts that create incentives for them to promote the Fund.

Goldman Sachs may make payments to authorized dealers and other financial intermediaries and to salespersons to promote the Fund. These payments may be made out of Goldman Sachs’ assets or amounts payable to Goldman Sachs. These payments may create an incentive for such persons to highlight, feature or recommend the Fund.

Allocation of Investment Opportunities and Expenses Among the Fund and Other Accounts

The Investment Adviser may manage or advise multiple Accounts (including Accounts in which Goldman Sachs and its personnel have an interest) that have investment objectives that are the same or similar to the Fund and that may seek to make or sell investments in the same securities or other instruments, sectors or strategies as the Fund. This creates potential conflicts, particularly in circumstances where the availability or liquidity of such investment opportunities is limited (e.g., in local and emerging markets, high yield securities, fixed income securities, regulated industries, real estate assets, primary investments and secondary interests in private investment funds, direct or indirect investments in and co-investments alongside private investment funds, investments in master limited partnerships in the oil and gas industry and initial public offerings/new issues).

To address these potential conflicts, the Investment Adviser has developed allocation policies and procedures that provide that the Investment Adviser’s personnel making portfolio decisions for Accounts the Investment Adviser sponsors, manages or advises will make investment decisions for, and allocate investment opportunities among, such Accounts consistent with the Investment Adviser’s fiduciary obligations. These policies and procedures may result in the pro rata allocation (on a basis determined by the Investment Adviser) of limited opportunities across eligible Accounts managed by a particular portfolio management team, but in other cases such allocation may not be pro rata.

Allocation-related decisions for the Fund and other Accounts may be made by reference to one or more factors. Factors may include: the Account’s portfolio and its investment horizons, objectives, guidelines and restrictions (including legal and regulatory restrictions affecting certain Accounts or affecting holdings across Accounts); client instructions; strategic fit and other portfolio management considerations, including different desired levels of exposure to certain strategies; the expected future capacity of the Fund and the applicable Accounts; limits on the Investment Adviser’s brokerage discretion; cash and liquidity needs and other considerations; the availability of other appropriate or substantially similar investment opportunities; and differences in benchmark factors and hedging strategies among Accounts. Suitability considerations, reputational matters and other considerations may also be considered.

In addition, in some cases the Investment Adviser may make investment recommendations to Accounts that make investment decisions independently of the Investment Adviser. In circumstances in which there is limited availability of an investment opportunity, if such Accounts invest in the investment opportunity at the same time as, or prior to, the Fund, the availability of the investment opportunity for the Fund will be reduced irrespective of the Investment Adviser’s policies regarding allocations of investments.

The Investment Adviser may, from time to time, develop and implement new trading strategies or seek to participate in new trading strategies and investment opportunities. These strategies and opportunities may not be employed in all Accounts or employed pro rata among Accounts where they are used, even if the strategy or

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opportunity is consistent with the objectives of such Accounts. Further, a trading strategy employed for the Fund that is similar to, or the same as, that of another Account may be implemented differently, sometimes to a material extent. For example, the Fund may invest in different securities or other assets, or invest in the same securities and other assets but in different proportions, than another Account with the same or similar trading strategy. The implementation of the Fund’s trading strategy will depend on a variety of factors, including the portfolio managers involved in managing the trading strategy for the Account, the time difference associated with the location of different portfolio management teams, and the factors described above and 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.

During periods of unusual market conditions, the Investment Adviser may deviate from its normal trade allocation practices. For example, this may occur with respect to the management of unlevered and/or long-only Accounts that are typically managed on a side-by-side basis with levered and/or long-short Accounts. During such periods, the Investment Adviser will seek to exercise a disciplined process for determining allocations (including to Accounts in which Goldman Sachs and its personnel have an interest).

GSAM and the Fund may receive notice of, or offers to participate in, investment opportunities from third parties for various reasons. The Investment Adviser in its sole discretion will determine whether the Fund will participate in any such investment opportunities and investors should not expect that the Fund will participate in any such investment opportunities unless the opportunities are received pursuant to contractual requirements, such as preemptive rights or rights offerings, under the terms of the Fund’s investments. Moreover, Goldman Sachs businesses outside of GSAM are under no obligation or other duty to provide investment opportunities to the Fund, and generally are not expected to do so. Further, opportunities sourced within particular portfolio management teams within GSAM may not be allocated to Accounts (including the Fund) managed by such teams or by other teams. Opportunities not allocated (or not fully allocated) to the Fund or other Accounts managed by GSAM may be undertaken by Goldman Sachs (including GSAM), including for Goldman Sachs Accounts, or made available to other Accounts or third parties, and the Fund will not receive any compensation related to such opportunities. 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.

As a result of the various considerations above, there will be cases in which certain Accounts (including Accounts in which Goldman Sachs and personnel of Goldman Sachs have an interest) receive an allocation of an investment opportunity at times that the Fund does not, or when the Fund receives an allocation of such opportunities but on different terms than other Accounts (which may be less favorable). The application of these considerations may cause differences in the performance of different Accounts that employ strategies the same or similar to those of the Fund.

Multiple Accounts (including the Fund) may participate in a particular investment or incur other expenses applicable in connection with their operation or management, or otherwise may be subject to costs or expenses that are allocable to more than one Account (which may include, without limitation, research expenses, technology expenses, expenses relating to participation in bondholder groups, restructurings, and class action and other litigation, and insurance premiums). GSAM may allocate investment-related and other expenses on a pro rata or different basis. Certain Accounts are, by their terms or by determination of GSAM, which may be made on a case-by-case basis, not responsible for their share of such expenses, and, in addition, GSAM has agreed with certain Accounts to cap the amount of expenses (or the amount of certain types of expenses) borne by such Accounts, which may result in such Accounts not bearing the full share of expenses they would otherwise have borne as described above. As a result, the Fund may be responsible for bearing a different or greater amount of expenses, while other Accounts may not bear any, or do not bear their full share, of such expenses.

Accounts will incur expenses with respect to the consideration and pursuit of transactions that are not ultimately consummated (“broken-deal expenses”). Examples of broken-deal expenses include (i) research costs, (ii) fees and expenses of legal, financial, accounting, consulting or other advisers (including the Investment Adviser or its affiliates) in connection with conducting due diligence or otherwise pursuing a particular non-consummated transaction, (iii) fees and expenses in connection with arranging financing for a particular non-consummated transaction, (iv) travel costs, (v) deposits or down payments that are forfeited in connection with, or amounts paid as

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a penalty for, a particular non-consummated transaction and (vi) other expenses incurred in connection with activities related to a particular non-consummated transaction.

The Investment Adviser has adopted a policy relating to the allocation of broken-deal expenses among Accounts (including the Fund) and other potential investors. Pursuant to the policy, broken-deal expenses generally will be allocated among Accounts in the manner that the Investment Adviser determines to be fair and equitable, which may be pro rata or on a different basis.

Management of the Fund by the Investment Adviser

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 manage the Fund with the benefit of information held by such other areas. Goldman Sachs, due to its access to and knowledge of funds, markets and securities based on its prime brokerage and other businesses, may make decisions based on information or take (or refrain from taking) actions with respect to interests in investments of the kind held (directly or indirectly) by the Fund in a manner that may be adverse to the Fund, and will not have any obligation or other duty to share information with the Investment Adviser.

Information barriers also exist between certain businesses within the Investment Adviser, and the conflicts described herein with respect to information barriers and otherwise with respect to Goldman Sachs and the Investment Adviser will also apply to the businesses within the Investment Adviser. There may also be circumstances in which, as a result of information held by certain portfolio management teams in the Investment Adviser, the Investment Adviser limits an activity or transaction for the Fund, including if the Fund is managed by a portfolio management team other than the team holding such information.

In addition, regardless of the existence of information barriers, Goldman Sachs will not have any obligation or other duty to make available for the benefit of the Fund any information regarding Goldman Sachs’ trading activities, strategies or views, or the activities, strategies or views used for other Accounts. Furthermore, to the extent that the Investment Adviser has access to fundamental analysis and proprietary technical models or other information developed by Goldman Sachs and its personnel, or other parts of the Investment Adviser, the Investment Adviser will not be under any obligation or other duty to effect transactions on behalf of Accounts (including the Fund) in accordance with such analysis and models. In the event Goldman Sachs or the Investment Adviser elects not to share certain information with the Fund, the Fund may make investment decisions that differ from those they would have made if Goldman Sachs or the Investment Adviser had provided such information, which may be disadvantageous to the Fund.

Different areas of the Investment Adviser and Goldman Sachs may take views, and make decisions or recommendations, that are different than 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 or adverse to the Fund. Such teams might 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 or other duty to do so.

Goldman Sachs operates a business known as Goldman Sachs Securities Services (“GSS”), which provides prime brokerage, administrative and other services to clients which may involve investment funds (including pooled investment vehicles and private funds) in which one or more Accounts invest (“Underlying Funds”) or markets and securities in which Accounts invest. GSS and other parts of Goldman Sachs have broad access to information regarding the current status of certain markets, investments and funds and detailed information about fund operators that is not available to the Investment Adviser. In addition, Goldman Sachs may act as a prime broker to one or more Underlying Funds, in which case Goldman Sachs will have information concerning the investments and transactions of such Underlying Funds that is not available to the Investment Adviser. As a result of these and other activities, parts of Goldman Sachs may be in possession of information in respect of markets, investments, investment advisers that are affiliated or unaffiliated with Goldman Sachs and Underlying Funds, which, if known to

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the Investment Adviser, might cause the Investment Adviser to seek to dispose of, retain or increase interests in investments held by Accounts or acquire certain positions on behalf of Accounts, or take other actions. Goldman Sachs will be under no obligation or other duty to make any such information available to the Investment Adviser or personnel involved in decision-making for Accounts (including the Fund).

Valuation of the Fund’s Investments

The Investment Adviser performs certain valuation services related to securities and assets held in the Fund. The Investment Adviser performs such valuation services in accordance with its valuation policies. The Investment Adviser may value an identical asset differently than another division or unit within Goldman Sachs values the asset, including because such other division or unit has information or uses valuation techniques and models that it does not share with, or that are different than those of, the Investment Adviser. This is particularly the case in respect of difficult-to-value assets. The Investment Adviser may also value an identical asset differently in different Accounts, including because different Accounts are subject to different valuation guidelines pursuant to their respective governing agreements (e.g., in connection with certain regulatory restrictions applicable to different Accounts), different third-party vendors are hired to perform valuation functions for the Accounts, the Accounts are managed or advised by different portfolio management teams within GSAM that employ different valuation policies or procedures, or otherwise. The Investment Adviser will face a conflict with respect to valuations generally because of their effect on the Investment Adviser’s fees and other compensation.

Goldman Sachs’ and the Investment Adviser’s Activities on Behalf of Other Accounts

Goldman Sachs engages in a variety of activities in the global financial markets. The extent of Goldman Sachs’ activities in the global financial markets, including without limitation in its capacity as an investment banker, research provider, investment adviser, financier, adviser, market maker, prime broker, derivatives dealer, lender, counterparty, agent, principal and investor, as well as in other capacities, may have potential adverse effects on the Fund.

Goldman Sachs (including GSAM), the clients it advises, and its personnel have interests in and advise Accounts that have investment objectives or portfolios similar to, related to or opposed to those of the Fund. Goldman Sachs may receive greater fees or other compensation (including performance-based fees) from such Accounts than it does from the Fund. In addition, Goldman Sachs (including GSAM), the clients it advises, and its personnel may engage (or consider engaging) in commercial arrangements or transactions with Accounts, and/or may compete for commercial arrangements or transactions in the same types of companies, assets, securities and other instruments, as the Fund. Decisions and actions of the Investment Adviser on behalf of the Fund may differ from those by Goldman Sachs (including GSAM) on behalf of other Accounts, including Accounts sponsored, managed or advised by GSAM. Advice given to, or investment or voting decisions made for, the Fund may compete with, affect, differ from, conflict with, or involve timing different from, advice given to, or investment or voting decisions made for, other Accounts, including Accounts sponsored, managed or advised by GSAM.

Transactions by, advice to and activities of Accounts may involve the same or related companies, securities or other assets or instruments as those in which the Fund invests, and such Accounts may engage in a strategy while the Fund is undertaking the same or a differing strategy, any of which could directly or indirectly disadvantage the Fund (including its 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. Additionally, the Fund may buy a security and an Account may establish a short position in that same security or in similar securities. This short position may result in the impairment of the price of the security that the Fund holds or may be designed to profit from a decline in the price of the security. The Fund could similarly be adversely impacted if it establishes a short position, following which an Account takes a long position in the same security or in similar securities. To the extent the Fund engages in transactions in the same or similar types of securities or other investments as other Accounts, the Fund and other Accounts may compete for such transactions or investments, and transactions or investments by such other Accounts may negatively affect the transactions of the Fund (including the ability of the Fund to engage in such a transaction or investment or other activities), or the price or terms at which the Fund’s transactions or investments or other

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activities may be effected. Moreover, the Fund, on the one hand, and Goldman Sachs or other Accounts, on the other hand, may vote differently on or take or refrain from taking different actions with respect to the same security, which may be disadvantageous to the Fund.

Goldman Sachs (including, as applicable, GSAM) and its personnel, when acting as an investment banker, research provider, investment adviser, financier, adviser, market maker, prime broker, derivatives dealer, lender, counterparty or investor, or in other capacities, may advise on transactions, make investment decisions or recommendations, provide differing investment views or have views with respect to research or valuations that are inconsistent with, or adverse to, the interests and activities of the Fund. Unitholders may be offered access to advisory services through several different Goldman Sachs advisory businesses (including Goldman Sachs & Co. LLC and GSAM). Different advisory businesses within Goldman Sachs manage Accounts according to different strategies and may also apply different criteria to the same or similar strategies and may have differing investment views in respect of an issuer or a security or other investment. Similarly, within the Investment Adviser, certain investment teams or portfolio managers may have differing or opposite investment views in respect of an issuer or a security, and the positions the Fund’s investment team or portfolio managers take in respect of the Fund may be inconsistent with, or adversely affected by, the interests and activities of the Accounts advised by other investment teams or portfolio managers of the Investment Adviser. Research, analyses or viewpoints may be available to clients or potential clients at different times. Goldman Sachs will not have any obligation or other duty to make available to the Fund any research or analysis prior to its public dissemination. The Investment Adviser is responsible for making investment decisions on behalf of the Fund, and such investment decisions can differ from investment decisions or recommendations by Goldman Sachs on behalf of other Accounts. Goldman Sachs, on behalf of one or more Accounts, may implement an investment decision or strategy ahead of, or contemporaneously with, or behind similar investment decisions or strategies made for the Fund (whether or not the investment decisions emanate from the same research analysis or other information). The relative timing for the implementation of investment decisions or strategies for Accounts (including Accounts sponsored, managed or advised by GSAM), on the one hand, and the Fund, on the other hand, may disadvantage the Fund. Certain factors, for example, market impact, liquidity constraints or other circumstances, could result in the Fund receiving less favorable trading results or incurring increased costs associated with implementing such investment decisions or strategies, or being otherwise disadvantaged.

Goldman Sachs may, in its discretion, recommend that the Fund have ongoing business dealings, arrangements or agreements with persons who are former employees of Goldman Sachs. The Fund may bear, directly or indirectly, the costs of such dealings, arrangements or agreements. This recommendation may create a conflict of interest between Goldman Sachs (acting on behalf of the Fund) and the Fund if the Fund determines not to engage in or continue such dealings, arrangements or agreements.

The Investment Adviser has adopted a Code of Ethics (the “Code of Ethics”) under Rule 204A-1 of the Advisers Act designed to provide that personnel of the Investment Adviser, and certain additional Goldman Sachs personnel who support the Investment Adviser, comply with applicable federal securities laws and place the interests of clients first in conducting personal securities transactions. The Code of Ethics imposes certain restrictions on securities transactions in the personal accounts of covered persons to help avoid conflicts of interest. Subject to the limitations of the Code of Ethics, covered persons may buy and sell securities or other investments for their personal accounts, including investments in the Fund, and may also take positions that are the same as, different from, or made at different times than, positions taken (directly or indirectly) by the Fund. Additionally, all Goldman Sachs personnel, including personnel of the Investment Adviser, are subject to firm-wide policies and procedures regarding confidential and proprietary information, information barriers, private investments, outside business activities and personal trading.

Potential Conflicts Relating to Follow-On Investments

From time to time, the Investment Adviser may provide opportunities to Accounts (including potentially the Fund) to make investments in companies in which certain Accounts have already invested. Such follow-on investments can create conflicts of interest, such as the determination of the terms of the new investment and the allocation of such opportunities among Accounts (including the Fund). Follow-on investment opportunities may be available to the Fund notwithstanding that the Fund has no existing investment in the issuer, resulting in the assets of the Fund potentially providing value to, or otherwise supporting the investments of, other Accounts. Accounts

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(including the Fund) may also participate in releveraging, recapitalization, and similar transactions involving companies in which other Accounts have invested or will invest. Conflicts of interest in these and other transactions may arise between Accounts (including the Fund) with existing investments in a company and Accounts making subsequent investments in the company, which may have opposing interests regarding pricing and other terms. The subsequent investments may dilute or otherwise adversely affect the interests of the previously-invested Accounts (including the Fund).

Diverse Interests of Investors

The various types of investors in and beneficiaries of the Fund, including to the extent applicable the Investment Adviser and its affiliates, may have conflicting investment, tax and other interests with respect to their interest in the Fund. When considering a potential investment for the Fund, the Investment Adviser will generally consider the investment objectives of the Fund, not the investment objectives of any particular investor or beneficiary. The Investment Adviser may make decisions, including with respect to tax matters, from time to time that may be more beneficial to one type of investor or beneficiary than another, or to the Investment Adviser and its affiliates than to investors or beneficiaries unaffiliated with the Investment Adviser. In addition, Goldman Sachs may face certain tax risks based on positions taken by the Fund, including as a withholding agent. Goldman Sachs reserves the right on behalf of itself and its affiliates to take actions adverse to the Fund or other Accounts in these circumstances, including withholding amounts to cover actual or potential tax liabilities.

Selection of Service Providers

The Fund expects to engage service providers (including attorneys and consultants) that may also provide services to Goldman Sachs and other Accounts. The Investment Adviser intends to select these service providers based on a number of factors, including expertise and experience, knowledge of related or similar products, quality of service, reputation in the marketplace, relationships with the Investment Adviser, Goldman Sachs or others, and price. These service providers may have business, financial, or other relationships with Goldman Sachs (including its personnel), which may or may not influence the Investment Adviser’s selection of these service providers for the Fund. In such circumstances, there may be a conflict of interest between Goldman Sachs (acting on behalf of the Fund) and the Fund if the Fund determines not to engage or continue to engage these service providers. Notwithstanding the foregoing, the selection of service providers for the Fund will be conducted in accordance with the Investment Adviser’s fiduciary obligations to the Fund. The service providers selected by the Investment Adviser may charge different rates to different recipients based on the specific services provided, the personnel providing the services, or other factors. As a result, the rates paid with respect to these service providers by the Fund, on the one hand, may be more or less favorable than the rates paid by Goldman Sachs, including GSAM, on the other hand. In addition, the rates paid by GSAM or the Fund, on the one hand, may be more or less favorable than the rates paid by other parts of Goldman Sachs or Accounts managed by other parts of Goldman Sachs, on the other hand. Goldman Sachs (including GSAM) may hold investments in companies that provide services to entities in which the Fund invests generally, and, subject to applicable law, GSAM may refer or introduce such companies’ services to entities that have issued securities held by the Fund.

Goldman Sachs May In-Source or Outsource

Subject to applicable law, Goldman Sachs, including the Investment Adviser, may from time to time and without notice to investors in-source or outsource certain processes or functions in connection with a variety of services that it provides to the Fund in its administrative or other capacities. Such in-sourcing or outsourcing may give rise to additional conflicts of interest.

Investments in Goldman Sachs Funds

To the extent permitted by applicable law, the Fund may invest in money market and other funds sponsored, managed or advised by Goldman Sachs.

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Goldman Sachs May Act in a Capacity Other Than Investment Adviser to the Fund

Investments in Different Parts of an Issuer’s Capital Structure

Goldman Sachs (including GSAM) or Accounts, on the one hand, and the Fund, on the other hand, may invest in or extend credit to different parts of the capital structure of a single issuer. As a result, Goldman Sachs (including GSAM) or Accounts may take actions that adversely affect the Fund. In addition, Goldman Sachs (including GSAM) may advise Accounts with respect to different parts of the capital structure of the same issuer, or classes of securities that are subordinate or senior to securities, in which the Fund invests. Goldman Sachs (including GSAM) may pursue rights, provide advice or engage in other activities, or refrain from pursuing rights, providing advice or engaging in other activities, on behalf of itself or other Accounts with respect to an issuer in which the Fund has invested, and such actions (or refraining from action) may have a material adverse effect on the Fund.

For example, in the event that Goldman Sachs (including GSAM) or an Account holds loans, securities or other positions in the capital structure of an issuer that ranks senior in preference to the holdings of the Fund in the same issuer, and the issuer experiences financial or operational challenges, Goldman Sachs (including GSAM), acting on behalf of itself or the Account, may seek a liquidation, reorganization or restructuring of the issuer, or terms in connection with the foregoing, that may have an adverse effect on or otherwise conflict with the interests of the Fund’s holdings in the issuer. In connection with any such liquidation, reorganization or restructuring, the Fund’s holdings in the issuer may be extinguished or substantially diluted, while Goldman Sachs (including GSAM) or another Account may receive a recovery of some or all of the amounts due to them. In addition, in connection with any lending arrangements involving the issuer in which Goldman Sachs (including GSAM) or an Account participates, Goldman Sachs (including GSAM) or the Account may seek to exercise its rights under the applicable loan agreement or other document, which may be detrimental to the Fund. Alternatively, in situations in which the Fund holds a more senior position in the capital structure of an issuer experiencing financial or other difficulties as compared to positions held by other Accounts (which may include those of Goldman Sachs, including GSAM), the Investment Adviser may determine not to pursue actions and remedies that may be available to the Fund or particular terms that might be unfavorable to the Accounts holding the less senior position. In addition, in the event that Goldman Sachs (including GSAM) or the Accounts hold voting securities of an issuer in which the Fund holds loans, bonds or other credit-related assets or securities, Goldman Sachs (including GSAM) or the Accounts may vote on certain matters in a manner that has an adverse effect on the positions held by the Fund. Conversely, the Fund may hold voting securities of an issuer in which Goldman Sachs (including GSAM) or Accounts hold credit-related assets or securities, and the Investment Adviser may determine on behalf of the Fund not to vote in a manner adverse to Goldman Sachs (including GSAM) or the Accounts.

These potential issues are examples of conflicts that Goldman Sachs (including GSAM) will face in situations in which the Fund, and Goldman Sachs (including GSAM) or other Accounts, invest in or extend credit to different parts of the capital structure of a single issuer. Goldman Sachs (including GSAM) addresses these issues based on the circumstances of particular situations. For example, Goldman Sachs (including GSAM) may determine to rely on information barriers between different Goldman Sachs (including GSAM) business units or portfolio management teams. The Board may provide advice or consent with respect to one or more transactions or actions. Goldman Sachs (including GSAM) may determine to rely on the actions of similarly situated holders of loans or securities rather than, or in connection with, taking such actions itself on behalf of the Fund.

As a result of the various conflicts and related issues described above and the fact that conflicts will not necessarily be resolved in favor of the interests of the Fund, the Fund could sustain losses during periods in which Goldman Sachs (including GSAM) and other Accounts (including Accounts sponsored, managed or advised by GSAM) achieve profits generally or with respect to particular holdings in the same issuer, or could achieve lower profits or higher losses than would have been the case had the conflicts described above not existed. The negative effects described above may be more pronounced in connection with transactions in, or the Fund’s use of, small capitalization, emerging market, distressed or less liquid strategies.

Principal and Cross Transactions

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When permitted by applicable law and the Investment Adviser’s policies, the Investment Adviser, acting on behalf of the Fund, may enter into transactions in securities and other instruments with or through Goldman Sachs or in Accounts managed by the Investment Adviser or its affiliates, and may (but is under no obligation or other duty to) cause the Fund to engage in transactions in which the Investment Adviser acts as principal on its own behalf (principal transactions), advises both sides of a transaction (cross transactions) and acts as broker for, and receives a commission from, the Fund on one side of a transaction and a brokerage account on the other side of the transaction (agency cross transactions). There may be potential conflicts of interest or regulatory issues relating to these transactions which could limit the Investment Adviser’s decision to engage in these transactions for the Fund. Goldman Sachs will have a potentially conflicting division of loyalties and responsibilities to the parties in such transactions, including with respect to a decision to enter into such transactions as well as with respect to valuation, pricing and other terms. The Investment Adviser has developed policies and procedures in relation to such transactions and conflicts. However, there can be no assurance that such transactions will be effected, or that such transactions will be effected in the manner that is most favorable to the Fund as a party to any such transaction. Cross transactions may disproportionately benefit some Accounts relative to other Accounts, including the Fund, due to the relative amount of market savings obtained by the Accounts. Principal, cross or agency cross transactions will be effected in accordance with fiduciary requirements and applicable law. By virtue of entering into the Subscription Agreement, an Investor consents to the Fund entering into principal transactions, cross transactions and agency cross transactions to the fullest extent permitted under applicable law.

Pursuant to the Subscription Agreement and to the extent permitted by applicable law, the Fund and/or the Investment Adviser is authorized without limitation (but is not in any way required), to consider and approve or disapprove matters which may require approval of the Fund or with respect to which the Investment Adviser determines to seek approval on behalf of the Fund and the Unitholders. Consent may also be granted by the Board or a Committee acting for the Fund, in which case other Unitholders will not have the opportunity to provide or withhold consent to the proposed transaction.

Goldman Sachs May Act in Multiple Commercial Capacities

Goldman Sachs may act as broker, dealer, agent, lender or advisor or in other commercial capacities for the Fund or issuers of interests held by the Fund. Goldman Sachs may be entitled to compensation in connection with the provision of such services, and the Fund will not be entitled to any such compensation. Goldman Sachs will have an interest in obtaining fees and other compensation in connection with such services that are favorable to Goldman Sachs, and in connection with providing such services may take commercial steps in its own interests, or may advise the parties to which it is providing services to take actions or engage in transactions, that negatively affect the Fund. For example, Goldman Sachs may advise a company to make changes to its capital structure the result of which would be a reduction in the value or priority of an investment held (directly or indirectly) by the Fund. Actions taken or advised to be taken by Goldman Sachs in connection with other types of transactions may also result in adverse consequences for the Fund. In addition, due to its access to and knowledge of funds, markets and securities based on its prime brokerage and other businesses, Goldman Sachs may make decisions based on information or take (or refrain from taking) actions with respect to interests in investments of the kind held (directly or indirectly) by the Fund in a manner that may be adverse to the Fund. Goldman Sachs may also provide various services to companies in which the Fund has an interest, or to the Fund, which may result in fees, compensation and remuneration, as well as other benefits, to Goldman Sachs. Such fees, compensation and remuneration may be substantial. Providing such services to the Fund and companies in which the Fund invests may enhance Goldman Sachs’ relationships with various parties, facilitate additional business development and enable Goldman Sachs to obtain additional business and generate additional revenue.

Goldman Sachs’ activities on behalf of its clients may also restrict investment opportunities that may be available to the Fund. For example, Goldman Sachs is often engaged by companies as a financial advisor, or to provide financing or other services, in connection with commercial transactions that may be potential investment opportunities for the Fund. There may be circumstances in which the Fund is precluded from participating in such transactions as a result of Goldman Sachs’ engagement by such companies. Goldman Sachs reserves the right to act for these companies in such circumstances, notwithstanding the potential adverse effect on the Fund. Goldman Sachs may also represent creditor or debtor companies in proceedings under Chapter 11 of the U.S. Bankruptcy Code (and equivalent non-U.S. bankruptcy laws) or prior to these filings. From time to time, Goldman Sachs may serve on creditor or equity committees. These actions, for which Goldman Sachs may be compensated, may limit or

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preclude the flexibility that the Fund may otherwise have to buy or sell securities issued by those companies, as well as certain other assets. Please also see “Management of the Fund by the Investment Adviser —Considerations Relating to Information Held by Goldman Sachs” above and “Potential Limitations and Restrictions on Investment Opportunities and Activities of Goldman Sachs and the Fund” below.

Subject to applicable law, the Investment Adviser may cause the Fund to invest in securities, bank loans or other obligations of companies affiliated with or advised by Goldman Sachs or in which Goldman Sachs or Accounts have an equity, debt or other interest, or to engage in investment transactions that may result in Goldman Sachs or other Accounts being relieved of obligations or otherwise divested of investments. For example, the Fund may acquire securities or indebtedness of a company affiliated with Goldman Sachs directly or indirectly through syndicate or secondary market purchases, or may make a loan to, or purchase securities from, a company that uses the proceeds to repay loans made by Goldman Sachs. These activities by the Fund may enhance the profitability of Goldman Sachs or other Accounts with respect to their investment in and activities relating to such companies. The Fund will not be entitled to compensation as a result of this enhanced profitability.

Subject to applicable law, Goldman Sachs (including GSAM) and Accounts (including Accounts formed to facilitate investment by Goldman Sachs personnel) may invest in or alongside the Fund. These investments may be on terms more favorable than those of other Unitholders, may constitute a substantial percentage of the Fund, and may result in the Fund being allocated a smaller share of the investment than would be the case absent the side-by-side investment. Unless provided otherwise by agreement to the contrary, Goldman Sachs or Accounts may redeem Units from the Fund at any time without notice to Unitholders or regard to the effect on the Fund’s portfolio, which may be adversely affected by any such redemption. Substantial requests for redemption by Goldman Sachs in a concentrated period of time could require the Fund to liquidate certain of its investments more rapidly than otherwise desirable in order to raise cash to fund the redemptions, adversely affecting the Fund and the Unitholders. For example, due to the requirements of the Volcker Rule, Goldman Sachs and certain Goldman Sachs personnel are expected to dispose of investments in certain pooled investment vehicles, including through redemptions, which may be substantial and have the adverse effects described above. See “Potential Limitations and Restrictions on Investment Opportunities and Activities of Goldman Sachs and the Fund” below.

Goldman Sachs (including GSAM) may create, write, sell, issue, invest in or act as placement agent or distributor of derivative instruments related to the Fund, or with respect to underlying securities or assets of the Fund, or which may be otherwise based on or seek to replicate or hedge the performance of the Fund. Such derivative transactions, and any associated hedging activity, may differ from and be adverse to the interests of the Fund.

Goldman Sachs may make loans to, or enter into margin, asset-based or other credit facilities or similar transactions with, clients, companies or individuals that may (or may not) be secured by publicly or privately held securities or other assets, including a client’s Units in the Fund. Some of these borrowers may be public or private companies, or founders, officers or shareholders in companies in which the Fund (directly or indirectly) invests, and such loans may be secured by securities of such companies, which may be the same as, pari passu with, or more senior or junior to, interests held (directly or indirectly) by the Fund. In connection with its rights as lender, Goldman Sachs may act to protect its own commercial interest and may take actions that adversely affect the borrower, including by liquidating or causing the liquidation of securities on behalf of a borrower or foreclosing and liquidating such securities in Goldman Sachs’ own name. The borrower’s actions may in turn adversely affect the Fund (e.g., if the borrower liquidates a large position in an investment that is held (directly or indirectly) by the Fund, among other potential adverse consequences, the value of such investment may decline rapidly and the Fund may in turn decline in value or may be unable to liquidate its positions in such investment at an advantageous price or at all). In addition, Goldman Sachs may make loans to Unitholders or enter into similar transactions that are secured by a pledge of, or mortgage over, a Unitholder’s Units, which would provide Goldman Sachs with the right to redeem such Units in the event that such Unitholder defaults on its obligations. These transactions and related redemptions may be significant and may be made without notice to the Unitholders.

Proxy Voting by the Investment Adviser

The Investment Adviser has implemented processes designed to prevent conflicts of interest from influencing proxy voting decisions that it makes on behalf of advisory clients, including the Fund, and to help ensure

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that such decisions are made in accordance with its fiduciary obligations to its clients. Notwithstanding such proxy voting processes, proxy voting decisions made by the Investment Adviser in respect of securities held by the Fund may benefit the interests of Goldman Sachs and/or Accounts other than the Fund. For a more detailed discussion of these policies and procedures, see the section of this SAI entitled “Proxy Voting.”

Potential Limitations and Restrictions on Investment Opportunities and Activities of Goldman Sachs and the Fund

The Investment Adviser may restrict its investment decisions and activities on behalf of the Fund in various circumstances, including as a result of applicable regulatory requirements, information held by GSAM or Goldman Sachs, Goldman Sachs’ roles in connection with other clients and in the capital markets (including in connection with advice it may give to such clients or commercial arrangements or transactions that may be undertaken by such clients or by Goldman Sachs), Goldman Sachs’ internal policies and/or potential reputational risk in connection with Accounts (including the Fund). The Investment Adviser might not engage in transactions or other activities for, or enforce certain rights in favor of, the Fund due to Goldman Sachs’ activities outside the Fund and regulatory requirements, policies and reputational risk assessments.

In addition, the Investment Adviser may restrict, limit or reduce the amount of the Fund’s investment, or restrict the type of governance or voting rights it acquires or exercises, where the Fund (potentially together with Goldman Sachs and other Accounts) exceeds a certain ownership interest, or possesses certain degrees of voting or control or have other interests. For example, such limitations may exist if a position or transaction could require a filing or license or other regulatory or corporate consent, which could, among other things, result in additional costs and disclosure obligations for, or impose regulatory restrictions on, Goldman Sachs, including GSAM, or on other Accounts, or where exceeding a threshold is prohibited or may result in regulatory or other restrictions. In certain cases, restrictions and limitations will be applied to avoid approaching such threshold. Circumstances in which such restrictions or limitations may arise include, without limitation: (i) a prohibition against owning more than a certain percentage of an issuer’s securities; (ii) a “poison pill” that could have a dilutive impact on the holdings of the Fund should a threshold be exceeded; (iii) provisions that would cause Goldman Sachs to be considered an “interested stockholder” of an issuer; (iv) provisions that may cause Goldman Sachs to be considered an “affiliate” or “control person” of the issuer; and (v) the imposition by an issuer (through charter amendment, contract or otherwise) or governmental, regulatory or self-regulatory organization (through law, rule, regulation, interpretation or other guidance) of other restrictions or limitations.

When faced with the foregoing limitations, Goldman Sachs will generally avoid exceeding the threshold because exceeding the threshold could have an adverse impact on the ability of GSAM or Goldman Sachs to conduct its business activities. The Investment Adviser may also reduce the Fund’s interest in, or restrict the Fund from participating in, an investment opportunity that has limited availability or where Goldman Sachs has determined to cap its aggregate investment in consideration of certain regulatory or other requirements so that other Accounts that pursue similar investment strategies may be able to acquire an interest in the investment opportunity. The Investment Adviser may determine not to engage in certain transactions or activities which may be beneficial to the Fund because engaging in such transactions or activities in compliance with applicable law would result in significant cost to, or administrative burden on, the Investment Adviser or create the potential risk of trade or other errors. In circumstances in which the Fund and one or more registered investment funds make side-by-side investments, Goldman Sachs, acting on behalf of the Fund, may be limited in the terms of the transactions that it may negotiate under applicable law. This may have the effect of limiting the ability of the Fund to participate in certain transactions or result in terms to the Fund that are less favorable than would have otherwise been the case.

The Investment Adviser is not permitted to use material non-public information in effecting purchases and sales in public securities transactions for the Fund. The Investment Adviser may limit an activity or transaction (such as a purchase or sale transaction) which might otherwise be engaged in by the Fund, including as a result of information held by Goldman Sachs (including GSAM or its personnel). For example, directors, officers and employees of Goldman Sachs may take seats on the boards of directors of, or have board of directors observer rights with respect to, companies in which Goldman Sachs invests on behalf of the Fund. To the extent a director, officer or employee of Goldman Sachs were to take a seat on the board of directors of, or have board of directors observer rights with respect to, a public company, the Investment Adviser (or certain of its investment teams) may be limited and/or restricted in its or their ability to trade in the securities of the company.

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Furthermore, GSAM operates a program reasonably designed to ensure compliance generally with economic and trade sanctions-related obligations applicable directly to its activities (although such obligations are not necessarily the same obligations that the Fund may be subject to). Such economic and trade sanctions may prohibit, among other things, transactions with and the provision of services to, directly or indirectly, certain countries, territories, entities and individuals. These economic and trade sanctions, and the application by GSAM of its compliance program in respect thereof, may restrict or limit the Fund’s investment activities.

The Investment Adviser may also limit transactions and activities on behalf of the Fund for reputational or other reasons, including where Goldman Sachs is providing (or may provide) advice or services to an entity involved in such activity or transaction, where Goldman Sachs or an Account is or may be engaged in the same or a related activity or transaction to that being considered on behalf of the Fund, where Goldman Sachs or an Account has an interest in an entity involved in such activity or transaction, or where such activity or transaction on behalf of or in respect of the Fund could affect Goldman Sachs, GSAM, an Account or their activities.

In order to engage in certain transactions on behalf of the Fund, the Investment Adviser will also be subject to (or cause the Fund to become subject to) the rules, terms and/or conditions of any venues through which it trades securities, derivatives or other instruments. This includes, but is not limited to, where the Investment Adviser and/or the Fund may be required to comply with the rules of certain exchanges, execution platforms, trading facilities, clearinghouses and other venues, or may be required to consent to the jurisdiction of any such venues. The rules, terms and/or conditions of any such venue may result in the Investment Adviser and/or the Fund being subject to, among other things, margin requirements, additional fees and other charges, disciplinary procedures, reporting and recordkeeping, position limits and other restrictions on trading, settlement risks and other related conditions on trading set out by such venues.

From time to time, the Fund, the Investment Adviser or its affiliates and/or their service providers or agents may be required, or may determine that it is advisable, to disclose certain information about the Fund, including, but not limited to, investments held by the Fund, and the names and percentage interest of beneficial owners thereof (and the underlying beneficial owners of such beneficial owners), to third parties, including local governmental authorities, regulatory organizations, taxing authorities, markets, exchanges, clearing facilities, custodians, brokers and trading counterparties of, or service providers to, the Investment Adviser or the Fund. The Investment Adviser generally expects to comply with requests to disclose such information as it so determines, including through electronic delivery platforms; however, the Investment Adviser may determine to cause the sale of certain assets for the Fund rather than make certain required disclosures, and such sale may be at a time that is inopportune from a pricing or other standpoint.

Pursuant to the BHCA, for so long as GSAM acts as investment adviser of the Fund or in certain other capacities, the periods during which certain investments may be held are limited. As a result, the Fund may be required to dispose of investments at an earlier date than would otherwise have been the case had the BHCA not been applicable. In addition, under the Volcker Rule, the size of Goldman Sachs’ and Goldman Sachs personnel’s ownership interest in certain types of funds is limited, and certain personnel will be prohibited from retaining interests in such funds. As a result, Goldman Sachs and Goldman Sachs personnel may be required to dispose of all or a portion of their investments in the Fund through redemptions, sales to third parties or affiliates, or otherwise, including at times that other investors in the Fund may not have the opportunity to dispose of their fund investments. Any such disposition of Fund interests by Goldman Sachs and personnel of Goldman Sachs could reduce the alignment of interest of Goldman Sachs with other investors in the Fund and otherwise adversely affect the Fund.

Goldman Sachs may become subject to additional restrictions on its business activities that could have an impact on the Fund’s activities. In addition, the Investment Adviser may restrict its investment decisions and activities on behalf of the Fund and not other Accounts, including Accounts sponsored, managed or advised by GSAM.

Brokerage Transactions

The Investment Adviser may select broker-dealers (including affiliates of the Investment Adviser) that furnish the Investment Adviser, the Fund, Investment Adviser affiliates and other Goldman Sachs personnel with proprietary or third-party brokerage and research services (collectively, “brokerage and research services”) that

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provide, in the Investment Adviser’s view, appropriate assistance to the Investment Adviser in the investment decision-making process. Subject to applicable law, the Investment Adviser may pay for such brokerage and research services with “soft” or commission dollars.

When the Investment Adviser uses client commissions to obtain brokerage and research services, the Investment Adviser receives a benefit because the Investment Adviser does not have to produce or pay for the brokerage and research services itself. As a result, the Investment Adviser will have an incentive to select or recommend a broker-dealer based on the Investment Adviser’s interest in receiving the brokerage and research services from that broker-dealer, rather than solely on its clients’ interest in receiving the best price. In addition, where the Investment Adviser uses client commissions to obtain proprietary research services from an affiliate, the Investment Adviser will have an incentive to allocate more “soft” or commission dollars to pay for those services. Subject to the Investment Adviser’s obligation to determine in good faith that the “commissions” (as broadly defined by the SEC to include a mark-up, mark-down, commission equivalent or other fee in certain circumstances) to be paid to broker-dealers, including affiliates of the Investment Adviser, are reasonable in relation to the value of the brokerage and research services they provide to the Investment Adviser, the Investment Adviser may cause the Fund to pay commissions higher than those charged by other broker-dealers as a result of the soft dollar benefits received by the Investment Adviser.

The Investment Adviser’s evaluation of the brokerage and research services provided by a broker-dealer may be a significant factor in selecting a broker-dealer to execute transactions. For this purpose, the Investment Adviser has established a voting process in which certain portfolio management teams participate pursuant to which the Investment Adviser’s personnel rate broker-dealers that supply them with brokerage and research services. Subject to the Investment Adviser’s duty to seek best execution and applicable laws and regulations, the Investment Adviser allocates trading among broker-dealers in accordance with the outcome of the voting process.

Subject to applicable law, brokerage and research services may be used to service the Fund and any or all other Accounts, including Accounts that do not pay commissions to the broker-dealer relating to the brokerage and research service arrangements. As a result, brokerage and research services (including soft dollar benefits) may disproportionately benefit other Accounts relative to the Fund based on the relative amount of commissions paid by the Fund. The Investment Adviser does not attempt to allocate soft dollar benefits proportionately among clients or to track the benefits of brokerage and research services to the commissions associated with a particular Account or group of Accounts.

Conflicts may arise with respect to the Investment Adviser’s selection of broker-dealers to provide prime brokerage services to the Fund and the Accounts and its negotiation of the brokerage, margin and other fees payable to such parties. Prime brokerage firms may introduce prospective clients or afford the Investment Adviser the opportunity to make a presentation regarding its services to certain qualified investors at no additional cost or provide other services (e.g., clearance and settlement of securities transactions, placement agent and custody services, and extending margin credit) at favorable or below market rates. Such capital introduction opportunities and other services will create incentives for or provide benefits to the Investment Adviser (and not the Fund and the Accounts) from the selection of such prime brokerage firms. In addition, the Investment Adviser may be incentivized to select prime brokers that are clients of the Investment Adviser.

Aggregation of Trades by the Investment Adviser

The Investment Adviser follows policies and procedures pursuant to which it may combine or aggregate purchase or sale orders for the same investment for multiple Accounts (including Accounts in which Goldman Sachs or personnel of Goldman Sachs have an interest) (sometimes referred to as “bunching”), so that the orders can be executed at the same time and block trade treatment of any such orders can be elected when available. The Investment Adviser aggregates orders when the Investment Adviser considers doing so appropriate and in the interests of its clients generally and may elect block trade treatment when available. In addition, under certain circumstances trades for the Fund may be aggregated with Accounts that contain Goldman Sachs assets.

When a bunched order or block trade is completely filled, or, if the order is only partially filled, at the end of the day, the Investment Adviser generally will allocate the securities or other instruments purchased or the proceeds of any sale pro rata among the participating Accounts, based on the Fund’s relative size. If the order at a

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particular broker-dealer or other counterparty is filled at several different prices, through multiple trades, generally all participating Accounts will receive the average price and pay the average commission, subject to odd lots, rounding, and market practice. There may be instances in which not all Accounts are charged the same commission or commission equivalent rates in a bunched or aggregated order.

Although it may do so in certain circumstances, the Investment Adviser does not always bunch or aggregate orders for different Accounts (including the Fund), elect block trade treatment or net buy and sell orders for the Fund, if portfolio management decisions relating to the orders are made by separate portfolio management teams, if bunching, aggregating, electing block trade treatment or netting is not appropriate or practicable from the Investment Adviser’s operational or other perspective, or if doing so would not be appropriate in light of applicable regulatory considerations. The Investment Adviser may be able to negotiate a better price and lower commission rate on aggregated trades than on trades for Accounts that are not aggregated, and incur lower transaction costs on netted trades than trades that are not netted. The Investment Adviser is under no obligation or other duty to aggregate or net for particular trades. Where transactions for the Fund are not aggregated with other orders, or not netted against orders for the Fund or other Accounts, the Fund will not benefit from a better price and lower commission rate or lower transaction cost that might have been available had the trades been aggregated or netted. Aggregation and netting of trades may disproportionately benefit some Accounts relative to other Accounts, including the Fund, due to the relative amount of market savings obtained by the Accounts.

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DISTRIBUTIONS

Subject to the terms of any financing arrangements or other obligations or preferred Units, the Fund, in its sole discretion, generally will distribute available cash, net of reserves, that the Fund receives as distributions from, or proceeds from the disposition of interests in, the Fund’s Portfolio Funds, provided that to the extent the Fund receives cash that constitutes Recyclable Amounts (as defined below), the Fund may retain such cash for reinvestment or may distribute and recall such amount. In addition, a portion or all of any distribution of the Fund may consist of a return of capital. The amount and timing of distributions will be at the Fund’s sole discretion.

The timing of distributions from Portfolio Funds will be determined at the discretion of the Portfolio Managers of such Portfolio Funds and will vary due to the nature of the Portfolio Funds and, as a result, the Board will have no control over the timing and amount of distributions from such investments.

At the election of the Investment Adviser, the Fund may retain proceeds received by the Fund from the Portfolio Funds. After the Investment Period has terminated, proceeds retained by the Fund would primarily be used to pay the Fund’s expenses, reduce leverage, or pay other obligations; however, they may be used to make additional investments in existing Portfolio Funds.

Separate from and in addition to any amounts retained or recalled for reinvestment by the Fund, in the event that funds are distributed to the Fund by a Portfolio Fund or other investment, which are subject to reinvestment in such Portfolio Fund or other investment, the Fund may, in its discretion, hold such amounts or distribute such amounts. If such amounts are distributed to the Unitholders, each Unitholder’s Undrawn Commitment will be increased by the amount of funds so distributed.

“Underlying Commitments” shall mean the total capital commitments entered into by the Fund with respect to Portfolio Funds.

If the Fund retains and reinvests distributions from, or proceeds from the disposition of interests in, a portfolio investment, a Unitholder’s Undrawn Commitment will be reduced by the Unitholder’s allocable portion of the amount reinvested, except to the extent such reinvested amount constitutes Recyclable Amounts with respect to such Unitholder. For this purpose, “Recyclable Amounts” means (i) aggregate contributed capital used, retained or recontributed to pay Management Fees and any other Fund expenses plus (ii) the amount of distributions or proceeds attributable to a particular investment where such amounts are received within two years of the capital contribution relating to such investment, but not in excess of the contributed capital in respect of such investment. For these purposes, distributions or proceeds from Portfolio Assets include sales proceeds, proceeds attributable to hedging transactions, derivative instruments and leveraged recapitalizations, dividends, distributions, interest and principal payments, or other amounts realized from a Portfolio Fund. Any such recycling is subject to Regulation M of the Securities Exchange Act of 1934.

In addition to being able to retain and reinvest proceeds as described above, the Fund may at any time recall distributions made or deemed made to the Unitholders which, in the Fund’s sole discretion, (i) are Recyclable Amounts (to the extent not previously retained and reinvested), (ii) are subject to recall or reimbursement from or recontribution by the Fund to or in connection with any Portfolio Fund or other investment, (iii) are required to satisfy any indemnification, reimbursement, contribution or similar obligation of the Fund (including any obligation resulting from applicable law) or any other expense or obligation of the Fund, including repayment of indebtedness, (iv) are related to proceeds from hedging instruments, or (v) are returned to the Unitholders without having been invested in portfolio investments (the amounts described in clauses (i)-(v) above, the “Recallable Amounts”). A Unitholder’s Undrawn Commitment will not be impacted if the Fund retains and reinvests Recyclable Amounts, or distributes and subsequently recalls Recallable Amounts.

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PORTFOLIO TRANSACTIONS AND BROKERAGE

The Investment Adviser is responsible for decisions to buy and sell investments for the Fund, the selection of brokers and dealers to effect the transactions and the negotiation of brokerage commissions, if any. Purchases and sales of investments may be executed internally by a broker-dealer, effected on an agency basis in a block transaction, or routed to competing market centers for execution. The compensation paid to the broker for providing execution services generally is negotiated and reflected in either a commission or a “net” price. Executions provided on a net price basis, with dealers acting as principal for their own accounts without a stated commission, usually include a profit to the dealer. In underwritten offerings, securities are purchased at a fixed price which includes an amount of compensation to the underwriter, generally referred to as the underwriter’s concession or discount. On occasion, certain money market instruments may be purchased directly from an issuer, in which case no commissions or discounts are paid.

In placing orders for portfolio securities or other financial instruments of the Fund, the Investment Adviser is generally required to give primary consideration to obtaining the most favorable execution and net price available. This means that the Investment Adviser will seek to execute each transaction at a price and commission, if any, which provides the most favorable total cost or proceeds reasonably attainable in the circumstances. As permitted by Section 28(e) of the Securities Exchange Act of 1934 (“Section 28(e)”), the Fund may pay a broker which provides brokerage and research services to the Fund an amount of disclosed commission in excess of the commission which another broker would have charged for effecting that transaction. Such practice is subject to a good faith determination that such commission is reasonable in light of the services provided and to such policies as the Board may adopt from time to time. While the Investment Adviser generally seeks reasonably competitive spreads or commissions, the Fund will not necessarily be paying the lowest spread or commission available. Within the framework of this policy, the Investment Adviser will consider research and investment services provided by brokers or dealers who effect or are parties to portfolio transactions of the Fund, the Investment Adviser and its affiliates, or their other clients. Such research and investment services are those which brokerage houses customarily provide to institutional investors and include research reports on particular industries and companies; economic surveys and analyses; recommendations as to specific securities; research products including quotation equipment and computer related programs; advice concerning the value of securities, the advisability of investing in, purchasing or selling securities and the availability of securities or the purchasers or sellers of securities; analyses and reports concerning issuers, industries, securities, economic factors and trends, portfolio strategy and performance of accounts; services relating to effecting securities transactions and functions incidental thereto (such as clearance and settlement); and other lawful and appropriate assistance to the Investment Adviser in the performance of its decision-making responsibilities.

Such services are used by the Investment Adviser in connection with all of its investment activities, and some of such services obtained in connection with the execution of transactions for the Fund may be used in managing other investment accounts.

Conversely, brokers furnishing such services may be selected for the execution of transactions of such other accounts, whose aggregate assets may be larger than those of the Fund, and the services furnished by such brokers may be used by the Investment Adviser in providing management services for the Fund. The Investment Adviser may also participate in so-called “commission sharing arrangements” and “client commission arrangements” under which the Investment Adviser may execute transactions through a broker-dealer and request that the broker-dealer allocate a portion of the commissions or commission credits to another firm that provides research to the Investment Adviser. The Investment Adviser excludes from use under these arrangements those products and services that are not fully eligible under applicable law and regulatory interpretations, even as to the portion that would be eligible if accounted for separately.

The research services received as part of commission sharing and client commission arrangements will comply with Section 28(e) and may be subject to different legal requirements in the jurisdictions in which the Investment Adviser does business.

Participating in commission sharing and client commission arrangements may enable the Investment Adviser to consolidate payments for research through one or more channels using accumulated client commissions or credits from transactions executed through a particular broker-dealer to obtain research provided by other firms.

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Such arrangements also help to ensure the continued receipt of research services while facilitating best execution in the trading process. The Investment Adviser believes such research services are useful in its investment decision-making process by, among other things, ensuring access to a variety of high quality research, access to individual analysts and availability of resources that the Investment Adviser might not be provided access to absent such arrangements.

On occasions when the Investment Adviser deems the purchase or sale of a security or other financial instruments to be in the best interest of the Fund as well as its other customers (including any other fund or other investment company or advisory account for which the Investment Adviser acts as investment adviser or sub-investment adviser), the Investment Adviser, to the extent permitted by applicable laws and regulations, may aggregate the securities to be sold or purchased for the Fund with those to be sold or purchased for such other customers in order to obtain the best net price and most favorable execution under the circumstances. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Investment Adviser in the manner it considers to be equitable and consistent with its fiduciary obligations to the Fund and such other customers. In some instances, this procedure may adversely affect the price and size of the position obtainable for the Fund.

Commission rates in the U.S. are established pursuant to negotiations with the broker based on the quality and quantity of execution services provided by the broker in light of generally prevailing rates. The allocation of orders among brokers and the commission rates paid are reviewed periodically by the Managers. The amount of brokerage commissions paid by the Fund may vary substantially from year to year because of differences in investor purchase and redemption activity, portfolio turnover rates and other factors.

Since the Fund is newly-organized and has not yet commenced operations, it has not yet paid brokerage commissions.

Subject to the above considerations, the Investment Adviser may use Goldman Sachs or an affiliate as a broker for the Fund. In order for Goldman Sachs or an affiliate, acting as agent, to effect securities or futures transactions for the Fund, the commissions, fees or other remuneration received by Goldman Sachs or an affiliate must be reasonable and fair compared to the commissions, fees or other remuneration received by other brokers in connection with comparable transactions involving similar securities or futures contracts. Furthermore, the Managers, including a majority of the Independent Managers, have adopted procedures which are reasonably designed to provide that any commissions, fees or other remuneration paid to Goldman Sachs are consistent with the foregoing standard. Brokerage transactions with Goldman Sachs are also subject to such fiduciary standards as may be imposed upon Goldman Sachs by applicable law.

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DETERMINATION OF NET ASSET VALUE

The Fund will compute its NAV as of the last business day of each quarter, each date a Unit is issued, and at such other times as deemed appropriate by the Board on the advice of the Investment Adviser. The Fund expects to estimate the fair value of its investments in Portfolio Funds using the NAV of the Portfolio Funds, which are expected to be calculated in a manner consistent with the principles of Financial Accounting Standards Board, Topic 946. To determine the NAV of the Fund, the Fund relies on information that it receives from the Portfolio Funds. The Fund will consider whether an adjustment to the most recent NAV of its investments in Portfolio Funds is necessary based on available information to estimate a NAV that is calculated in a manner consistent with Topic 946. In determining its NAV, the Fund will value its investments as of such quarter-end, each date a Unit is issued, and at such other times as deemed appropriate by the Board on the advice of the Investment Adviser. When calculating its NAV at a time other than a quarter end, the Fund will determine the value of its investments in Portfolio Funds by reference to the most recent valuations provided by the Portfolio Managers of the Portfolio Funds and will make adjustments, as necessary, based on additional information received from the Portfolio Managers of the Portfolio Funds, accrued expenses, and any other information that the Investment Adviser deems pertinent. The NAV of the Fund will equal the value of the total assets (including the value of investments in Portfolio Funds), less all of the liabilities, including accrued fees and expenses. The NAV of the Fund may be calculated on a unitized basis by dividing the NAV of the Fund by the number of outstanding Units. To the extent that the Fund has assets and liabilities other than its investment in the Portfolio Funds, such assets and liabilities will be valued as described herein.

The Board has approved procedures pursuant to which the Fund will value its investments and ensure that valuations of Portfolio Fund interests meet the relevant criteria to rely on the practical expedient methodology. The Board has delegated to the Investment Adviser general responsibility for determining, in accordance with such procedures, the value of such investments. The Fund’s investments for which market quotations are readily available are valued at market value on the basis of quotations provided by pricing services or securities dealers. If accurate quotations are not readily available, the Fund’s assets will be valued at their fair market value as determined by the Investment Adviser in good faith, taking into consideration all available information and other factors that the Investment Adviser deems pertinent, in each case subject to the overall supervision and responsibility of the Board. The Investment Adviser may rely upon any valuations provided to it by the Portfolio Managers, but is not obligated to do so. To the extent the Investment Adviser so relies, and the Portfolio Fund does not fully and completely accrue for any taxes expected to be borne by entities under its control, the Investment Adviser will not be able to reflect such taxes in the audited financial statements it provides to Unitholders. In addition, the Investment Adviser may or may not value the Portfolio Funds and the underlying investments therein consistently with how the same or similar investments are valued by Goldman Sachs. The value of an asset shall be the market value thereof if market quotations are readily available and are, in the judgment of the Investment Adviser, appropriate, taking into account the size, liquidity and nature of the asset and the rights and restrictions that pertain to the asset. With respect to assets that are not readily marketable or for which, in the judgment of the Investment Adviser, market quotations do not accurately reflect the value of the asset, the Investment Adviser may determine the value of such assets in its discretion or may hire a third party to appraise such assets. The Investment Adviser shall also have discretion to assess the Portfolio Funds and to assign values as it believes are reasonable, and to adjust valuations of the Portfolio Funds and the underlying investments therein based on hedging activities undertaken by the Fund. The Investment Adviser shall also have the discretion to use other valuation methods that it determines, in its discretion, are fair and reasonable. Since there is no established market for Units or Portfolio Funds, the valuation of Units and Portfolio Funds is difficult and not without uncertainty and may not necessarily reflect the valuation of their respective underlying assets.

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UNITS OF THE FUND

The Fund is a limited liability company organized under the laws of the State of Delaware on October 3, 2017 and is registered under the 1940 Act as a closed-end, non-diversified management investment company. The Feeder Funds will pursue their investment objectives by investing all or substantially all of their assets in the Fund, which in turn will make investments. Each Feeder Fund has the same investment objective, investment policies and restrictions as the Fund. The Fund will offer and sell Units in minimum denominations of $20.00 (subject to the discretion of the Board to accept lesser amounts), and each prospective investor will be required to represent that it is (i) an “accredited investor,” as defined in Rule 501(a) of Regulation D under the Securities Act (except that a prospective investor who is a natural person will be required to represent that his or her net worth, as determined under Rule 501(a)(5), held either individually or jointly with a spouse, is over $1,000,000 ) and (ii) a “U.S. Person,” as defined in Regulation S under the Securities Act and as defined under the Code.

The anticipated aggregate offering size for the Fund is approximately $350 million (or higher, in the discretion of the Board). The first date on which the Fund accepts commitments for common units of limited liability company interests (“Units”) in the Fund, other than from the initial unitholder (the “Initial Unitholder”), is referred to as the “Initial Closing Date” and the first date on which Units are issued other than to the Initial Unitholder is referred to as the “Initial Issuance Date.”

Additional feeder funds that will invest in the Fund may be established from time to time. Such other feeder funds may be established for different investors with different terms and conditions. GSAM serves as the investment adviser to the Fund. Prospective investors whose subscriptions to purchase Units are accepted by the Fund will become Unitholders by being admitted as members of the Fund. Managers, officers, partners, directors or employees (including retired employees and former partners) of Goldman Sachs, its affiliates, or the Fund, as well as certain individuals related to such investors may invest in the Fund and additional feeder funds. To the extent that these individuals invest directly in the Fund, they will bear expenses at a lower level than they would otherwise had they invested in feeder funds.

Following the acceptance by the Fund of a subscription agreement executed by a prospective investor and the admission of such investor to the Fund, such investor shall become a Unitholder and shall be subject to the provisions of the subscription agreement and the Operating Agreement.

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PROXY VOTING

The Fund has delegated the voting of portfolio securities to the Investment Adviser. For client accounts for which the Investment Adviser has voting discretion, the Investment Adviser has adopted policies and procedures (the “Proxy Voting Policy”) for the voting of proxies. Under the Proxy Voting Policy, the Investment Adviser’s guiding principles in performing proxy voting are to make decisions that favor proposals that in the Investment Adviser’s view tend to maximize a company’s shareholder value and are not influenced by conflicts of interest. To implement these guiding principles for investments in publicly-traded equities, the Investment Adviser has developed customized proxy voting guidelines (the “Guidelines”) that it generally applies when voting on behalf of client accounts. Attached as Appendix A is a summary of the Guidelines. These Guidelines address a wide variety of individual topics, including, among other matters, shareholder voting rights, anti-takeover defenses, board structures, the election of directors, executive and director compensation, reorganizations, mergers, issues of corporate social responsibility and various shareholder proposals. The Guidelines embody the positions and factors the Investment Adviser generally considers important in casting proxy votes.

The Proxy Voting Policy, including the Guidelines, is reviewed periodically to ensure that it continues to be consistent with the Investment Adviser’s guiding principles.

The Investment Adviser has retained a third-party proxy voting service (“Proxy Service”), currently Institutional Shareholder Services, to assist in the implementation and administration of certain proxy voting-related functions including, without limitation, operational, recordkeeping and reporting services. The Proxy Service also prepares a written analysis and recommendation (a “Recommendation”) of each proxy vote that reflects the Proxy Service’s application of the Guidelines to particular proxy issues. While it is the Investment Adviser’s policy generally to follow the Guidelines and Recommendations from the Proxy Service, the Investment Adviser’s portfolio management teams (“Portfolio Management Teams”) may on certain proxy votes seek approval to diverge from the Guidelines or a Recommendation by following an “override” process. Such decisions are subject to a review and approval process, including a determination that the decision is not influenced by any conflict of interest. A Portfolio Management Team that receives approval through the override process to cast a proxy vote that diverges from the Guidelines and/or a Recommendation may vote differently than other Portfolio Management Teams that did not seek to override that vote. In forming their views on particular matters, the Portfolio Management Teams are also permitted to consider applicable regional rules and practices, including codes of conduct and other guides, regarding proxy voting, in addition to the Guidelines and Recommendations. The Investment Adviser may hire other service providers to replace or supplement the Proxy Service with respect to any of the services the Investment Adviser currently receives from the Proxy Service.

GSAM conduct periodic due diligence meetings with the Proxy Service which include, but are not limited to, a review of the Proxy Service’s general organizational structure, new developments with respect to research and technology, work flow improvements and internal due diligence with respect to conflicts of interest.

From time to time, the Investment Adviser may face regulatory, compliance, legal or logistical limits with respect to voting securities that it may purchase or hold for client accounts, which can affect the Investment Adviser’s ability to vote such proxies, as well as the desirability of voting such proxies. Among other limits, federal, state and foreign regulatory restrictions or company specific ownership limits, as well as legal matters related to consolidated groups, may restrict the total percentage of an issuer’s voting securities that the Investment Adviser can hold for clients and the nature of the Investment Adviser’s voting in such securities. The Investment Adviser’s ability to vote proxies may also be affected by, among other things: (i) late receipt of meeting notices; (ii) requirements to vote proxies in person: (iii) restrictions on a foreigner’s ability to exercise votes; (iv) potential difficulties in translating the proxy; (v) requirements to provide local agents with unrestricted powers of attorney to facilitate voting instructions; and (vi) requirements that investors who exercise their voting rights surrender the right to dispose of their holdings for some specified period in proximity to the shareholder meeting.

The Investment Adviser has adopted policies and procedures designed to prevent conflicts of interest from influencing its proxy voting decisions that the Investment Adviser makes on behalf of a client account. These policies and procedures include the Investment Adviser’s use of the Guidelines and Recommendations from the Proxy Service, the override approval process previously discussed, and the establishment of information barriers between the Investment Adviser and other businesses within The Goldman Sachs Group, Inc. Notwithstanding such

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proxy voting policies and procedures, actual proxy voting decisions of the Investment Adviser may have the effect of benefitting the interests of other clients or businesses of other divisions or units of Goldman Sachs and/or its affiliates.

Voting decisions with respect to fixed income securities and the securities of privately held issuers generally will be made by the Fund’s Portfolio Management Team based on their assessment of the particular transactions or other matters at issue.

Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 will be available on the Fund’s investor web portal, upon request by calling 312-655-4702 or by visiting the SEC’s website at www.sec.gov.

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PAYMENTS TO INTERMEDIARIES

The Investment Adviser, Placement Agent (upon direction of the Fund) and/or their affiliates may make payments to intermediaries from time to time to promote the sale, distribution and/or servicing of interests of the Fund (each, an “Intermediary”). Certain payments (“Additional Payments”) are made out of the Investment Adviser’s, and/or its affiliates’ own assets (which may come directly or indirectly from fees paid by the Fund), are not an additional charge to the Fund or its investors, and do not change the price paid by investors for the purchase of the Fund’s interests or the amount the Fund receives as proceeds from such purchases.

The Additional Payments are intended to compensate Intermediaries for, among other things: marketing activities and presentations, educational training programs, the support of technology platforms and/or reporting systems. The Investment Adviser, Placement Agent (upon direction of the Fund) and/or their affiliates may also make payments to Intermediaries for certain printing, publishing and mailing costs associated with the Fund or materials relating to similar funds in general and/or for the provision of analytical or other data to GSAM or its affiliates relating to sales of Units. In addition, the Investment Adviser, Placement Agent (upon direction of the Fund) and/or their affiliates may make payments to Intermediaries that make Fund interests available to their clients or for otherwise promoting the Fund, including through provision of consultative services to GSAM or its affiliates relating to marketing of the Fund and/or sale of Units.

These Additional Payments may be significant to certain Intermediaries, and may be an important factor in an Intermediary’s willingness to support the sale of the Fund through its distribution system.

The Investment Adviser and/or its affiliates may be motivated to make Additional Payments since they promote the sale of Fund interests to clients of Intermediaries and the retention of those investments by those clients. To the extent Intermediaries sell more interests of the Fund or retain interests of the Fund in their clients’ accounts, the Investment Adviser benefits from the incremental management and other fees paid by the Fund with respect to those assets.

In addition, certain Intermediaries may have access to certain research and investment services from the Investment Adviser and/or its affiliates. Such research and investment services (“Additional Services”) may include research reports, economic analysis, portfolio analysis tools, business planning services, certain marketing and investor education materials and strategic asset allocation modeling. The Intermediary may not pay for these products or services. The cost of the Additional Services and the particular services provided may vary from Intermediary to Intermediary.

The presence of these Additional Payments or Additional Services, the varying fee structure and the basis on which an Intermediary compensates its registered representatives or salespersons may create an incentive for a particular Intermediary, registered representative or salesperson to highlight, feature or recommend funds, including the Fund, or other investments based, at least in part, on the level of compensation paid. Additionally, if one fund sponsor makes greater distribution payments than another, an Intermediary may have an incentive to recommend one fund over another. Similarly, if an Intermediary receives more distribution assistance for one class of interests versus another, that Intermediary may have an incentive to recommend that class of interests. Because Intermediaries may be paid varying amounts per class for sub-transfer agency and related recordkeeping services, the service requirements of which also may vary by class, this may create an additional incentive for financial firms and their financial advisors to favor one fund over another, or one fund class over another. You should consider whether such incentives exist when evaluating any recommendations from an Intermediary to purchase or sell Units.

Your Intermediary may charge you additional fees or commissions other than those disclosed in the prospectus. Unitholders should contact their Intermediary for more information about the Additional Payments or Additional Services they receive and any potential conflicts of interest, as well as for information regarding any fees and/or commissions it charges. For additional questions, please contact Goldman Sachs Funds at 1-800-621-2550.

Not described above are other subsidiaries of Goldman Sachs who may receive revenue from the Investment Adviser, Placement Agent and/or their affiliates through intra-company compensation arrangements and for financial, distribution, administrative and operational services.

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Furthermore, the Investment Adviser and/or its affiliates may, to the extent permitted by applicable regulations, contribute to various non-cash and cash incentive arrangements to promote the sale of Units, as well as sponsor various educational programs, sales contests and/or promotions. The Investment Adviser and its affiliates may also pay for the travel expenses, meals, lodging and entertainment of Intermediaries and their salespersons and guests in connection with educational, sales and promotional programs subject to applicable FINRA regulations. Other compensation may also be offered from time to time to the extent not prohibited by applicable federal or state laws or FINRA regulations. This compensation is not included in, and is made in addition to, the Additional Payments described above.

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CERTAIN TAX CONSIDERATIONS AND RISKS

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 summary describes certain significant U.S. federal income tax consequences of, and certain other tax considerations relating to, the ownership and disposition of Units to a Unitholder that is a U.S. person (i.e., (i) an individual who for U.S. federal income tax purposes is a citizen or resident of the United States (generally meaning, an individual that has exceeded certain thresholds for being physically present in the United States or holds a U.S. green card), (ii) a corporation or partnership created or organized under the laws of the United States or any state thereof (including the District of Columbia), (iii) an estate the income of which is subject to U.S. federal income taxation regardless of the source of that income, or (iv) a trust, if, in general, a U.S. court is able to exercise primary supervision over such trust’s administration and one or more U.S. persons has the authority to control all of such trust’s substantial decisions). As an investment in the Fund is not generally available to investors that are not U.S. persons, and Unitholders who become non-U.S. persons (a “Non-U.S. Unitholder”) may be subject to certain termination provisions set forth in the Operating Agreement, this disclosure is generally limited to U.S. persons; however, if a Unitholder becomes a non-U.S. person and the Board does not exercise such termination rights or if a non-U.S. person indirectly invests in the Fund through a U.S. Unitholder, such non-U.S. person should expect to be subject to adverse tax consequences, including those briefly summarized in “—Special Considerations for Non-U.S. Unitholders.” Any Unitholder that ceases to be, or expects to cease to be, a U.S. person shall be required to notify the Board of such change in status.

This summary does not discuss all of the tax consequences and other considerations that may be relevant to a particular investor or to certain investors that are subject to special treatment under U.S. federal income tax laws, including but not limited to, insurance companies, banks, pension funds, charitable remainder trusts, and private foundations. Moreover, this summary assumes that each Unitholder holds its Units as a capital asset. This summary is necessarily general and does not constitute tax advice. Accordingly, each prospective investor should consult its own tax advisors with respect to the specific U.S. federal, state, local, and non-U.S. tax consequences and/or filing obligations of an investment in the Fund.

This summary is based on the United States Internal Revenue Code of 1986, as amended (the “Code”), as in effect on the date of this SAI, the United States Treasury Regulations promulgated thereunder, rulings of the Internal Revenue Service (the “IRS”), and court decisions in existence on the date hereof, all of which are subject to change. Subsequent developments and changes in the tax laws of the United States and any countries in which the Fund invests including changes in or differing interpretations of the foregoing authorities, which may be applied retroactively, could have a material effect on the tax consequences to the Unitholders, the Fund, and/or any intermediate vehicle through which the Fund invests. Neither the Fund nor the Board undertakes any obligation to supplement or update the discussion contained in this summary if any applicable laws change after the date hereof. The Fund has not sought a determination or ruling from the IRS or any other U.S. federal, state, local, or non-U.S. taxing authority with respect to any of the tax issues affecting the Fund or the Unitholders. There can be no assurances that the IRS or any other taxing authority will not take a different position concerning any of the tax consequences described in this summary.

General. The Fund has been or will be formed as a Delaware limited liability company (that, due to the imposition of certain transfer restrictions, is not expected to be a “publicly traded partnership” for U.S. federal income tax purposes). As a result, the Fund generally will not itself be subject to U.S. federal income tax, but each Unitholder generally will be required to take into account its allocable share of the Fund’s items of income, gain, loss, deduction, and/or credit for the taxable year of the Fund ending within or with the taxable year of the Unitholder, without regard to whether such Unitholder has received or will receive corresponding distributions from the Fund. Due to potential timing differences between income recognition for tax purposes and actual cash distributions, including as a result of some or all of the Portfolio Funds and their Portfolio Assets being treated as partnerships or other flow-through entities, it is possible that a Unitholder may incur income tax liabilities in excess of actual cash distributions. Accordingly, a Unitholder should expect to be subject to taxation by virtue of its investment in the Fund, including at ordinary income tax rates, without receiving cash distributions sufficient to pay the related taxes.

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References herein to positions held or transactions effected by the Fund include the Fund’s allocable interest in positions held and transactions effected by the Portfolio Funds and any other entities through which the Fund directly or indirectly invests that are treated as partnerships or are disregarded for U.S. federal income tax purposes.

It is expected that certain types of investment opportunities will be in Portfolio Assets organized as corporations, but that other investment opportunities will be in Portfolio Assets organized as partnerships, joint ventures, or other so-called “pass-through” entities. The tax consequences to a Unitholder generally will vary depending on the type of Portfolio Asset, the classification of the Portfolio Asset for tax purposes, and the type of investment the Fund makes in such Portfolio Asset.

Medicare Surtax. Certain non-corporate Unitholders will be subject to a 3.8% tax, in addition to regular tax on income and gains, on some or all of their “net investment income,” which generally will include a non-corporate Unitholder’s share of the Fund’s interest income, dividends, rent, royalties, and gain from the sale of property producing such income. Non-corporate Unitholders should consult their tax advisors regarding the applicability of this tax in respect of an investment in the Fund.

Possible U.S. State and Local Taxes and Filing Requirements. In addition to U.S. federal income tax obligations, Unitholders should expect to be required to file tax returns and/or pay taxes in the U.S. state and local jurisdictions in which the Fund directly or indirectly invests or otherwise operates. Additionally, the Fund and/or any investment vehicles through which the Fund invests may be directly or indirectly subject to state and local taxes and filing obligations in jurisdictions in which the Fund directly or indirectly invests or otherwise operates (including through pass-through entities and in other circumstances). In any event, the Unitholders should expect the Fund and/or the entities through which it invests to be subject to taxes in any such jurisdiction. The taxes described in this paragraph could be material and the impact of any taxes that may be imposed on the Fund or its investment vehicles may not be reflected in the valuation of a Unitholder’s Units in the Fund.

Although not subject to U.S. federal income tax, the Fund may, by reason of directly or indirectly engaging in a trade or business, become subject to state or local income or similar taxes imposed on the Fund or the Portfolio Funds themselves (e.g., the New York City Unincorporated Business Tax).

Tax Considerations Associated with Non-U.S. Investments. Due to the Fund’s structure, Unitholders are not expected to be required to file tax returns in the non-U.S. jurisdictions in which the Fund directly or indirectly invests or is otherwise considered to be doing business (including through pass-through entities and in other circumstances), although no assurances can be provided in this regard. The Unitholders should expect that the Fund and/or the entities through which the Fund invests will be subject to taxes and tax filing obligations in any such non-U.S. jurisdiction. For example, certain jurisdictions in which the Fund directly or indirectly invests may impose taxes on capital gains realized by the Fund with respect to investments in entities operating or formed in such jurisdictions, and may impose withholding taxes on interest or dividends paid or deemed paid by such entities. In certain limited circumstances, U.S. withholding taxes may be incurred by non-U.S. entities in which the Fund has invested, which would reduce returns with respect to a Unitholder. The taxes described in this paragraph could be material, and the impact of any taxes that may be imposed on the Fund or its investment vehicles may not be reflected in the valuation of a Unitholder’s Units. As discussed below in “—Treaty Benefits, Tax Credits, Refunds, and Deductions,” in certain circumstances, Unitholders may be entitled to treaty benefits, credits, refunds, and/or deductions for taxes paid with respect to non-U.S. investments. Investments made outside the United States may also involve additional U.S. federal income tax issues, including issues with respect to “controlled foreign corporations” and “passive foreign investment companies” which may result in adverse tax consequences for a Unitholder, including adverse “timing” and “character” and an interest charge. The recently passed tax reform legislation expanded the applicability of the rules relating to “controlled foreign corporations” described in the previous sentence, and the breadth and impact of such changes remains uncertain, however, the potential consequences may be material. Moreover, if the Fund invests in entities treated as “passive foreign investment companies,” Unitholders may be subject to additional tax filing obligations, including a requirement to file IRS Form 8621. In addition, if a Portfolio Fund or a Portfolio Asset hedges the foreign currency risk associated with its investments or hedges the investments themselves, a Unitholder may be subject to special tax treatment, including special rules with respect to the timing and character of income from such transactions.

Withholding Taxes and Distributions. In certain cases, the Fund or the Portfolio Funds may be required to withhold a portion of any distributions with respect to taxes attributable to a Unitholder and/or certain entities affiliated with the Fund (including certain non-pass through “blocker” entities). The Fund, in its sole discretion, may withhold from any distribution to any Unitholder and pay any taxes attributable to such Unitholder.

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Generally, all distributions to a Unitholder will be made net of any taxes payable (or withholding taxes borne) by the Fund, or by any entity through which the Fund invests, that are attributable to such Unitholder, as determined by the Fund in its sole discretion, and such Unitholder will be required to indemnify the Fund (and any Indemnified Person) from and against any liability (including any liability for taxes, penalties, additions to tax, interest or failure to withhold taxes) with respect to income attributable to or distributions or other payments to such Unitholder, including such Unitholder’s share, as determined by the Board in its discretion, of any liability incurred by subsidiary vehicles. For purposes of the Fund’s allocation and distribution provisions, the amount of any taxes payable (or withholding taxes borne) by the Fund, or by a lower-tier pass-through entity through which the Fund invests, generally will be allocated, and deemed distributed, to the relevant Unitholder and deemed paid by that Unitholder to the relevant taxing jurisdiction. In addition to such taxes, Unitholders may be deemed to receive distributions equal to taxes paid by, and withholding taxes imposed on, non-pass-through entities (e.g., from the use of “blocker” entities).

Taxes (including non-U.S. taxes) imposed on income attributable to some but not all of the Unitholders or to the Unitholders at different rates generally will be allocated to, and reduce distributions to, the Unitholders to which the taxes relate in accordance with any differing rates, as determined by the Board in its sole discretion.

The Fund may at its option require the relevant Unitholders to contribute capital to the Fund for the amount of any taxes described above, together with interest thereon. Any such contribution shall not be treated as a Capital Contribution by such Unitholder and the amount of taxes with respect to such contribution shall not be treated as deemed distributed to such Unitholder.

Due to the complexity of the application of withholding tax rules to tiered partnerships, Unitholders may be subject to under-withholding or over-withholding.

Treaty Benefits, Tax Credits, Refunds, and Deductions. In some circumstances, some or all of the Unitholders may be eligible to claim certain benefits under an applicable income tax treaty, if any, between the United States and the relevant country of investment. To claim treaty benefits, it may be necessary for a Unitholder to provide certain documentation to the Fund or the non-U.S. taxing authority of the relevant country of investment (as applicable). In addition, in some circumstances, a Unitholder may be eligible to claim a refund of amounts withheld from a U.S. source payment with respect to which such Unitholder is the beneficial owner. It is also possible that, in some circumstances, a Unitholder that directly or indirectly pays non-U.S. and/or certain U.S. state and local taxes, including withholding taxes, may be eligible to claim deductions from, or credits against, its U.S. income taxes, but this will depend on the nature of the taxes paid and the Unitholder’s individual circumstances. Additionally, under the recently passed tax reform legislation, a non-corporate Unitholder’s deduction for U.S. state and local income, or property, taxes will be limited to $10,000 for taxable years beginning before January 1, 2026 regardless of the amount of U.S. state and local taxes actually paid. Claiming treaty benefits, claiming refunds of amounts withheld, and/or utilizing tax credits or deductions for taxes paid are both complicated and administratively difficult. Furthermore, certain treaty benefits, credits, or deductions may be limited due to the structure of an investment including as a result of the fact that the Fund is organized as a limited liability company. Accordingly, Unitholders may not receive any or all of the treaty benefits, refunds, and/or credits or deductions for taxes paid to which they would otherwise have been entitled. In addition, the Fund does not expect to have the ability to control whether any of the Portfolio Assets makes a check-the-box election and, thus, any tax credits for non-U.S. taxes paid by any such Portfolio Asset may not flow through to the Unitholders.

Each Unitholder will be responsible for the preparation and filing of such Unitholder’s own income tax returns, as well as for claiming any treaty benefits, refunds, credits, and/or deductions that may be available to such Unitholder, and other than providing tax and financial information for use in preparing returns as described above, the Fund generally does not expect to assist any Unitholders in making any such claim.

Limited Ability to Control Tax Consequences to Unitholders. The tax consequences to the Unitholders will depend to a significant degree on the types of investments made by the Fund and the manner in which such investments are structured, as well as the investments and activities of the Portfolio Funds. Because it is expected that such activities and investments will not be controlled by the Fund, the ability of the Fund to influence the activities of such entities or the structuring of investments made by such entities may be limited or nonexistent.

For these and other reasons, the Fund may be limited in its ability to avoid adverse U.S. federal, state, local, and/or non-U.S. tax consequences with respect to the Unitholders. Each prospective investor is urged to consult its tax own

49

advisors with respect to the specific U.S. federal, state, local, and non-U.S. tax and/or filing consequences of a direct investment in the Fund.

Possible Limitations on Use of Losses and Deductions. For U.S. federal income tax purposes, a Unitholder generally will not be allowed to currently deduct its share of any syndication expenses attributable to the acquisition of Units (whether paid by such Unitholder or the Fund), although any such amounts generally should be included in the Unitholder’s adjusted tax basis for its Units. A Unitholder’s ability to use its share of Fund losses to offset income or gain and to deduct its share of Fund expenses is limited to the amount of such Unitholder’s adjusted basis in its Unit. In addition, certain Unitholders are subject to other limitations including: (i) the limitation on the use of the Unitholder’s share of Fund loss allocable to a particular “activity” to offset income or gain to the amount that the Unitholder is considered to have “at risk” with respect to that “activity;” (ii) the limitation on the allowance of the Unitholder’s share of Fund losses from “passive activities” to offset income or gain to the extent of the Unitholder’s income from passive activities; (iii) for taxable years prior to 2018 and after 2025, the limitation on the Unitholder’s ability to deduct its allocable share of Management Fees and certain other Fund expenses because miscellaneous itemized expenses are deductible only to the extent they exceed 2% of the Unitholder’s adjusted gross income (these deductions may be further limited by the “phase out” rules) and not deductible at all for purposes of the alternative minimum tax; (iv) for taxable years beginning after 2017 and before 2026, the inability of the Unitholder to deduct its allocable share of Management Fees and certain other Fund expenses because of the disallowance of deductions for miscellaneous itemized expenses in such taxable years; (v) the limitation on a corporation’s ability to deduct capital losses only to the extent of capital gains, and on an individual’s ability to deduct capital losses only to the extent of capital gains plus $3,000; (vi) the limitation on the ability of certain Unitholders to deduct excess business losses (very generally, the excess of aggregate deductions attributable to a trade or business over the sum of the aggregate gross income from such trade or business plus a threshold amount); (vii) the limitation on the Unitholder’s ability to deduct its allocable share of the business interest of the Fund or a Portfolio Fund; and (viii) the limitation on the deduction of the Unitholder’s “investment interest” (including the Unitholder’s allocable share of interest on the Fund’s and/or a Portfolio Fund’s indebtedness) to the extent of the Unitholder’s “net investment income.” For purposes of the foregoing, “net investment income” includes net income from the Fund and other income from property held for investment, but does not include long-term capital gain or qualified dividend income unless the Unitholder makes a special election to treat such gain as ordinary income rather than long-term capital gain. Certain of the foregoing limitations may not apply if the Fund is treated as being engaged in a trade or business. In addition, some or all of the foregoing limitations may become more restrictive in the future and / or additional limitations may apply as a result of changes in applicable law.

The Portfolio Funds may also form one or more alternative investment vehicles, in which case, as appropriate, the Fund may directly or indirectly invest in any such alternative investment vehicles.

Sale or Disposition of Units. A Unitholder that sells or otherwise disposes of Units in the Fund in a taxable transaction generally will recognize gain or loss equal to the difference, if any, between the adjusted basis of the Units and the amount realized from the sale or disposition. The amount realized will generally include the Unitholder’s share of the Fund’s liabilities outstanding at the time of the sale or disposition. If the Unitholder holds Units as a capital asset, such gain or loss will generally be treated as capital gain or loss to the extent a sale of assets by the Fund would qualify for such treatment. Gain from the sale or other disposition of Units will be treated as ordinary income to the extent of the Unitholder’s distributive share of any “unrealized receivables” and “inventory items.” Gain or loss from the disposition of Units will generally be long-term capital gain or loss if the Unitholder had held Units for more than one year on the date of such sale or disposition, provided, that a capital contribution by the Unitholder within the one-year period ending on such date may cause part of such gain or loss to be short-term.

Special Considerations for Tax-Exempt Investors. A substantial portion of a tax-exempt Unitholder’s share of any income from the Fund (and possibly the gain on the sale of all or a portion of its Unit) should be expected to constitute UBTI. UBTI is generally subject to taxation at the same rates that are applicable to taxable investors. There are no restrictions on the Fund’s ability to recognize income that could be characterized as UBTI and each tax-exempt Unitholder should be prepared to recognize material amounts of UBTI.

In that regard, the Fund may recognize income that is characterized as UBTI from a Portfolio Fund that is treated as a partnership for U.S. federal income tax purposes. In addition, the Fund may meet capital calls of the Portfolio Funds or obtain bridge funding for other portfolio investments by borrowing amounts from third parties in advance of the receipt of capital from the Unitholders. Additionally, the Portfolio Funds may use leverage. Such practices

50

may, under current law, result in certain income of the Fund being treated as unrelated debt-financed income, taxable as UBTI, even if income from the underlying investment would not otherwise produce UBTI.

Each tax-exempt Unitholder should expect to be subject to U.S. federal income taxes (at rates applicable to taxable investors) and tax filing obligations on any such UBTI and may also be subject to U.S. state and/or local taxes and tax filing obligations in the U.S. state and local jurisdictions in which the income giving rise to such UBTI is generated. In addition, under the recently passed tax reform legislation, each tax-exempt Unitholder is required to calculate UBTI income and losses separately with respect to each unrelated trade or business from which it derives UBTI, including with respect to net operating losses generated in taxable years starting after January 1, 2018.

Tax-exempt Unitholders should note that the non-U.S. tax and filing requirements described above under “—Tax Considerations Associated with Non-U.S. Investments,” generally will also apply to a tax-exempt Unitholder to the same extent that they would apply to a taxable Unitholder, although in certain situations special treaty provisions may apply.

The foregoing discussion does not address all of the U.S. federal income tax consequences that may be applicable to a tax-exempt Unitholder as a result of an investment in the Fund. For example, certain tax-exempt private universities should be aware that they are subject to a 1.4% excise tax on their “net investment income” that is not otherwise taxed as UBTI, including income from interest, dividends, and capital gains. Tax-exempt investors should consult with their tax advisors regarding an investment in the Fund.

Special Considerations for Unitholders Treated as Partnerships. In the case of Unitholders that are treated as partnerships for U.S. federal income tax purposes, the tax consequences described above (including the potential for “phantom income,” UBTI, and the application of the “controlled foreign corporation” and “passive foreign investment company” rules), as well as the other tax considerations described herein, will also generally apply to U.S. investors who indirectly invest in the Fund through such Unitholders. Any Unitholder that is treated as a partnership for U.S. federal income tax purposes should consult its own tax advisors regarding the tax consequences of an investment in the Fund to it and its owners and, in particular, to any non-U.S. owners.

Defaults. In the event of a Unitholder’s default, the exercise of the remedies described in the prospectus in the section entitled “Principal Risks of the Fund— Risks Arising from the Fund’s Terms and the Terms of the Fund’s Investments— Forfeiture Due to Failure to Meet a Fund Capital Call” may have tax consequences for the Unitholder in default, as well as for the Fund and the other Unitholders.

Tax Elections and other Tax Matters. Under the Operating Agreement, the Investment Adviser (or such other person as the Investment Adviser shall determine) will be designated the “partnership representative” of the Fund (the “Tax Matters Representative”). The Board has agreed to delegate to the Tax Matters Representative to the maximum extent permitted by law, any duties it has with regards to taxes and as a result the Tax Matters Representative will have sole discretion with respect to all tax matters concerning the Fund, including making all tax elections required or permitted to be made by the Fund under applicable law, and taking any positions and entering into any agreements with respect to taxes. Each Unitholder will, upon request by the Tax Matters Representative, be required to provide to the Fund any information or documentation, execute any forms or documents (including a power of attorney or settlement or closing agreement) and take any further action requested by the Tax Matters Representative in connection with any tax matter (including in connection with a tax audit or proceeding) affecting the Fund.

If an election has been made pursuant to Section 754 of the Code (a “Section 754 Election”), the Code requires adjustments to the basis of partnership property upon certain distributions and upon the transfer of a partnership interest (including by reason of death). The Tax Matters Representative, in its sole discretion, may, but presently does not intend to, cause the Fund to make such an election. Any such election, once made cannot be revoked without the consent of the IRS. Generally, if the Fund has a substantial built-in loss on its assets, these basis adjustments are mandatory even if a Section 754 Election is not made and, in such circumstances, a transferee of Units may be subject to certain information delivery requirements. The Fund may incur additional expenses as a result of making any basis adjustments. The Fund may be eligible to elect to be excluded from such mandatory basis adjustments and, if the Tax Matters Representative so elects (in its sole discretion), the transferor of Units may be subject to certain information delivery requirements and the transferee may be subject to certain loss disallowance rules.

Moreover, the Fund generally will be unable to control whether a Portfolio Fund (treated as a partnership for U.S. federal income tax purposes) will make (or has made) a Section 754 Election to adjust the basis in the Portfolio

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Fund’s assets with respect to the Fund. A Section 754 Election would generally be beneficial for the Unitholders if the Fund purchases an interest in a Portfolio Fund at a premium to the Fund’s share of the Portfolio Fund’s aggregate basis of its assets; however, it is likely that some, and possibly many, Portfolio Funds have not made and would not agree to make a Section 754 Election under these circumstances. In this case, if an upward basis adjustment is not made with respect to the Fund, the Unitholders are likely to receive allocations of taxable income or gain from such Portfolio Fund that exceed the Fund’s share of the actual economic income or gain, and the corresponding loss generally would not be recognized until the liquidation or other disposition of the Fund’s interest in the Portfolio Fund. If an interest in a Portfolio Fund is acquired at a discount to the Fund’s share of the Portfolio Fund’s aggregate asset basis, downward basis adjustments are generally mandatory (regardless of whether a Section 754 Election has been made).

An individual capital account (a “Capital Account”) will be maintained by the Fund for each Unitholder, to which will be credited, or from which will be debited, such Unitholder’s capital contributions and share of the income, losses and distributions of the Fund.

Information Reporting; Tax Returns and Audits. The Fund will file an annual information return on IRS Form 1065 and will provide information on Schedule K-1 to each Unitholder following the close of the Fund’s taxable year. In the likely event that the Fund does not receive all of the underlying tax information necessary to prepare Forms 1065 and K-1 on a timely basis, the Fund will be unable to provide timely final tax information to the Unitholders.

Each Unitholder will be responsible for the preparation and filing of such Unitholder’s own income tax returns. Additionally, each Unitholder should anticipate and expect to file for extensions for the completion of its U.S. federal, state, local, non-U.S. and/or other income tax returns. The Fund will attempt to provide timely tax estimates of each Unitholder’s tax obligations, although these tax estimates may materially change.

Unitholders may be required to file information returns with the IRS with respect to any Portfolio Fund that is, or that invests in, a non-U.S. partnership or non-U.S. corporation. In general, such reporting requirements will be limited to investments in passive foreign investment companies or investments in other non-U.S. entities in which the Unitholder’s proportionate share of the investment exceeds certain size thresholds. Each prospective investor is urged to consult its own tax advisors with respect to these reporting requirements.

Except when the specific consent of the Tax Matters Representative is granted, each Unitholder must treat Fund items on that Unitholder’s tax returns, and must file such returns, in a manner that is consistent with the elections made by the Fund and the positions taken on the Fund’s tax returns. Failure to satisfy this requirement may cause the Unitholder to be subject to interest and penalties. An investment in the Fund carries with it the risk of a tax audit or other contest with regard to the items of income, gain, loss, and deduction, and the allocation thereof, and other tax items or positions of the Fund, the Portfolio Funds or one or more of their respective wholly or partly owned subsidiaries.

Any tax audit or contest regarding the treatment of Fund items generally will be conducted at the Fund level (or, in the case of the Portfolio Funds or any wholly or partly owned subsidiary, at the level of such Portfolio Fund or subsidiary) in a single proceeding, rather than in separate proceedings with each Unitholder. The tax treatment of income and deductions of the Fund generally will be determined at the Fund level in a single proceeding, which the Fund’s Tax Matters Representative will control, rather than by individual audits of the Unitholders. However, it is possible that Unitholders will directly be subject to audit of Fund items, or that a Fund level audit will result in an audit of the Unitholders’ own returns, which may give rise to additional taxation on a current or retroactive basis. The legal and accounting costs incurred in connection with any audit of the Fund’s tax returns will generally be borne by the Fund, but Unitholders may also bear expenses in the context of an audit of, or adjustment to, their own tax returns, and a Unitholder may pursue administrative and judicial proceedings with respect to Fund tax matters only with the consent of the Tax Matters Representative, which consent may be withheld in the Tax Matters Representative’s sole discretion. All Unitholders generally will be bound by the outcome of final Fund administrative adjustments by the IRS or other taxing authorities resulting from an audit, as well as by the outcome of judicial review of the adjustments. In the event of an unfavorable determination on a tax audit, Unitholders may be subject to additional taxation on a retroactive basis and may be allocated different amounts of taxable income, gain, loss, deductions, or credits than initially reported to such Unitholders.

With respect to U.S. federal income tax audits, under recently adopted rules effective for taxable years beginning on or after January 1, 2018, any audit adjustment that results in additional tax (including interest and penalties

52

thereon) will be assessed and collected at the Fund level in the current taxable year unless the Fund makes an election under Section 6226 of the Code as amended by Section 1101 of the Bipartisan Budget Act of 2015 and provides adjusted tax information to those Unitholders that were Unitholders in the taxable year subject to audit. Therefore, unless the Fund elects otherwise, the Fund generally will be responsible for (and a Unitholder generally will indirectly bear) the costs related to an audit adjustment that is attributable to a prior taxable year, including cases in which a Unitholder may not have owned an interest in the Fund, or in which the Unitholder’s ownership percentage has since changed. The Fund will determine whether to make such an election in its sole discretion based on all the relevant considerations, including the costs of compliance, as well as potential differences in applicable tax rates and interest charges. The manner in which these new rules will be implemented has not yet been fully determined and Unitholders should consult their own tax advisors regarding the potential implications of this new audit regime.

Tax Return Disclosure and Investor List Requirements. U.S. Treasury Regulations directed at tax shelter activity require persons required to file U.S. federal income tax or information returns to disclose certain information on IRS Form 8886 if they participate in a “reportable transaction.” A transaction will be a reportable transaction if it is described in any of several categories of transactions, including transactions that result in the incurrence of a loss or losses (including foreign currency losses) exceeding certain thresholds or that, in certain circumstances, are offered under conditions of confidentiality. The IRS has issued Revenue Procedures that may exempt many of the Fund’s transactions from certain categories of reportable transactions. Nevertheless, there can be no assurance that the Fund will not directly or indirectly participate in reportable transactions and given the Fund’s inability to control the activities of the Portfolio Funds, Unitholders may be required to file IRS Form 8886. Each Unitholder required to file U.S. federal income tax or information returns may also have disclosure obligations with respect to its investment in the Fund. In addition, a Unitholder required to file a U.S. federal income tax or information return may have disclosure obligations with respect to its Units if the Unitholder directly or indirectly participates in a reportable transaction with respect to its Unit. Each Unitholder should consult its own tax advisors concerning these possible disclosure obligations. Moreover, Unitholders should be aware that if the Fund engages in any reportable transactions, the Fund itself will be obligated to disclose these transactions to the IRS, and the Fund’s advisors might also be required to disclose these transactions to the IRS and to provide a list of investors to the IRS if the IRS so requests. Significant penalties are imposed for failure to comply with these disclosure requirements.

Change in Tax Laws. Each prospective investor should be aware that tax laws and regulations are changing on an ongoing basis, and such laws and/or regulations may be changed with retroactive effect. Moreover, the interpretation and/or 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 and/or a Portfolio Fund, and/or Portfolio Assets to accrue potential tax liabilities even in situations in which the Fund and/or its Unitholders do not expect to be ultimately subject to such tax liabilities.

Significant tax reform legislation was recently enacted that, among other things, permanently reduces the maximum federal corporate income tax rate, reduces the maximum individual income tax rate (effective for taxable years 2018 through 2025), restricts the deductibility of business interest expense, changes the rules regarding the calculation of net operating loss deductions that may be used to offset taxable income, and, under certain circumstances, requires accrual method taxpayers to recognize income for U.S. federal income tax purposes no later than the income is taken into account as revenue in an applicable financial statement. The impact of this new legislation on Unitholders, the Fund, and the entities through which the Fund invests is uncertain. Prospective investors are urged to consult their tax advisors regarding the effects of the new legislation on an investment in the Fund.

Unitholders should also consider the possibility of changes to tax laws and regulations which may adversely affect the Fund and/or the Fund’s non-U.S. investments, including as a result of the OECD’s Action Plan on Base Erosion and Profit Shifting.

Special Considerations for Non-U.S. Unitholders. An investment in the Fund is not generally available to investors that are not U.S. persons, and any Unitholder that ceases to be, or expects to cease to be, a U.S. person shall be required to notify the Board of such change in status. A Unitholder who ceases to be a U.S. person may be subject to certain termination provisions set forth in the Operating Agreement. Furthermore, if such termination provisions are not exercised, in addition to the other considerations disclosed herein, if a Unitholder becomes a Non-U.S. Unitholder, such Non-U.S. Unitholder is expected to be subject to significant adverse tax consequences (not all of which are discussed herein) as a result of an investment in the Fund. In this regard, each Non-U.S. Unitholder should expect (i) to be treated as engaged in a trade or business in the United States and directly subject to U.S.

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federal, state and local income taxes (including for corporate Non-U.S. Unitholders, the branch profits tax) and to be required to file associated U.S. federal, state, and local tax returns; (ii) to be subject to U.S. withholding taxes on effectively connected income and other U.S. source income (and, due to the complexity of such withholding tax rules, to be potentially subject to under-withholding or over-withholding of any such taxes); (iii) to be required to indemnify the Fund, the other Unitholders, and any Indemnified Person from and against (A) any liability (including any liability for taxes (including under-withholding of taxes), penalties, additions to tax, and/or interest) with respect to income attributable to or distributions or other payments to such Non-U.S. Unitholder and (B) any costs incurred by the Fund and/or the Board as a result of such Non-U.S. Unitholder’s status as a non-U.S. person; (iv) to be required to reimburse the Fund for, and/or that the Fund may retain all, or any portion, of amounts otherwise distributable to such Non-U.S. Unitholder as a reserve for, any obligation the Fund and/or the Board may have in respect of such Non-U.S. Unitholder, including any liability or costs described in (iii), above; and (v) that the annual information provided (as described above in “—Information Reporting; Tax Returns and Audits”) may not be timely or sufficient for such Non-U.S. Unitholder to comply with its tax filing obligations in its jurisdiction of tax residence or with other applicable tax filing requirements. In addition, the foregoing tax consequences will generally apply to a non-U.S. person who invests indirectly through a Unitholder that is treated as a partnership or other flow-through entity for U.S. federal income tax purposes. The foregoing does not describe all the tax consequences and other considerations applicable to a Non-U.S. Unitholder or an indirect investor that is not a U.S. person. Each prospective direct or indirect investor who would be, or could become, a Non-U.S. Unitholder is urged to consult its own tax advisors with respect to the specific U.S. federal, state, local, and non-U.S. tax consequences of an investment in the Fund.

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 UNIT. 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. UNITHOLDER), SHOULD CONSULT ITS OWN TAX ADVISORS AS TO THE TAX CONSEQUENCES OF PURCHASING, HOLDING AND DISPOSING OF A UNIT.

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

To provide the initial capitalization of the Fund, GSAM Holdings LLC, an affiliate of Goldman Sachs & Co. LLC, has purchased Units from the Fund in an amount sufficient to satisfy the Fund’s net worth requirements under Section 14(a) of the 1940 Act. Therefore, GSAM Holdings LLC currently owns 100% of the outstanding Units. GSAM Holdings LLC may be deemed to control the Fund until such time as it owns less than 25% of the outstanding Units. However, it is anticipated that GSAM Holdings LLC will no longer be a control person once the offering is completed.

Before the commencement of the Fund’s operations, the Investment Adviser, 200 West Street, New York NY 10282 may be deemed to control the Fund. For purposes of this item, “control” means (1) the beneficial ownership, either directly or through one or more controlled companies, of more than 25% of the voting securities of a company; (2) the acknowledgment or assertion by either the controlled or controlling party of the existence of control; or (3) an adjudication under Section 2(a)(9) of the 1940 Act, which has become final, that control exists.

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OTHER INFORMATION

Miscellaneous

The prospectus and this SAI do not contain all the information included in the Registration Statement filed with the SEC under the Securities Act with respect to the securities offered by the prospectus. Certain portions of the Registration Statement have been omitted from the prospectus and this SAI pursuant to the rules and regulations of the SEC.

Statements contained in the prospectus or in this SAI as to the contents of any contract or other document referred to are not necessarily complete, and, in each instance, reference is made to the copy of such contract or other document filed as an exhibit to the Registration Statement of which the prospectus and this SAI form a part, each such statement being qualified in all respects by such reference.

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Report of Independent Registered Public Accounting Firm

To the Board of Managers and Unitholder of Goldman Sachs Private Markets Fund 2018 LLC:

Opinion on the Financial Statement

We have audited the accompanying statement of assets and liabilities of Goldman Sachs Private Middle Markets Fund 2018 LLC (the “Fund”) as of November 30, 2018, including the related notes (collectively referred to as the “financial statement”). In our opinion, the financial statement presents fairly, in all material respects, the financial position of the Fund as of November 30, 2018 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

This financial statement is the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statement based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of this financial statement in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP

December 19, 2018

We have served as the auditor of one or more investment companies in the Goldman Sachs Fund Complex since 2000.

PricewaterhouseCoopers LLP, 101 Seaport Boulevard, Suite 500, Boston, MA 02210

T: (617) 530 5000, F: (617) 530 5001, www.pwc.com/us

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FINANCIAL STATEMENT

A copy of the Fund’s annual report (when available) may be obtained on the Fund’s investor web portal or by calling 312-655-4702.

FINANCIAL STATEMENT

GOLDMAN SACHS PRIVATE MARKETS FUND 2018 LLC

STATEMENT OF ASSETS AND LIABILITIES

November 30, 2018

NOTES TO FINANCIAL STATEMENT

1. Organization

Goldman Sachs Private Markets Fund 2018 LLC (the “Fund”), is a limited liability company organized under the laws of the State of Delaware and is registered under the Investment Company Act of 1940, as amended, as a non-diversified, closed-end management investment company. The Fund was organized as a Delaware limited liability company on October 3, 2017 and has not commenced operations.

The Fund is organized as part of a master/feeder structure. Goldman Sachs Private Markets Fund 2018 (A) LLC and Goldman Sachs Private Markets Fund 2018 (B) LLC (together, the “Feeder Funds”) will pursue their investment objectives by investing all or substantially all of their assets in the Fund, which in turn will make investments. The Fund may also accept direct investments. Each Feeder Fund has the same investment objective, investment policies and restrictions as the Fund.

Goldman Sachs Asset Management, L.P. (“GSAM” or the “Investment Adviser”), an affiliate of Goldman Sachs & Co. LLC (“GS&Co.”), will serve as investment adviser to the Fund pursuant to a management agreement (the “Agreement”) with the Fund. GS&Co. will serve as the: (i) exclusive placement agent of the Fund pursuant to a placement agent agreement (the “Placement Agent Agreement”) with the Fund; and (ii) transfer agent of the Fund pursuant to a transfer agency agreement (the “Transfer Agency Agreement”).

As a newly organized entity, the Fund has no operating history as of November 30, 2018 other than the sale to GSAM Holdings LLC, an affiliate of GS&Co, of an aggregate of 5,000 Units

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for $100,000 on January 25, 2018. GSAM Holdings LLC currently owns 100% of the outstanding Units and may be deemed to control the Fund until such time as it owns less than 25% of the outstanding Units. However, it is anticipated that GSAM Holdings LLC will no longer be a control person once the offering is completed.

2. Significant Accounting Policies

The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and require management to make estimates and assumptions that may affect the reported amounts and disclosures. Actual results may differ from those estimates and assumptions.

Offering and Organization Costs

Prior to commencement of operations, offering costs in connection with the offering of the Fund are recognized as a deferred charge and will be amortized on a straight-line basis over 12 months from the date of commencement of operations. GSAM has agreed to limit the offering cost of the Fund to $780,000. Offering cost in excess of $780,000 will be borne by GSAM. Organizational costs paid in connection with the organization of the Fund will be borne by GSAM. GSAM will not seek reimbursement for organizational costs and offering costs in excess of $780,000 paid on behalf of the Fund.

3. Agreements

A. Management Agreement

Under the Agreement, in consideration of the advisory services provided by the Investment Adviser, the Fund will pay the Investment Adviser a management fee (the “Management Fee”), based on commitments and payable quarterly in arrears, at the following annual rates: 0.10% after the first date on which Units are issued (the “Initial Issuance Date”) until the first anniversary of the Initial Issuance Date; 0.75% after the first anniversary of the Initial Issuance Date until the eighth anniversary of the Initial Issuance Date; and 0.20% thereafter for the remaining term of the Fund. The Management Fee for any partial quarter will be appropriately prorated. As of November 30, 2018, there were no management fees incurred.

B. Placement Agent Agreement

GS&Co. will serve as exclusive placement agent of the Fund pursuant to a Placement Agent Agreement with the Fund to facilitate the offering of the Units. GS&Co. will not receive compensation from the Fund under this agreement.

C. Transfer Agency Agreement

GS&Co. will serve as Transfer Agent of the Fund pursuant to a Transfer Agency Agreement. GS&Co. will not receive compensation from the Fund under this agreement.

4. Income Taxes

The Fund expects that it will be treated as a partnership for U.S. federal income tax purposes. Accordingly, the Fund generally will not itself be subject to U.S. federal income tax.

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5. Other Matters

A. Limitation on Liability

The Investment Adviser and its affiliates will have limited liability to the Fund and the Unitholder to the fullest extent permitted by applicable law.

B. Indemnifications

Each Unitholder has agreed to indemnify and hold harmless the Fund, the Investment Adviser, the Managers, the officers of the Fund, each other Unitholder, and any affiliate of the foregoing against all losses, claims, damages, liabilities, costs and expenses, including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs and expenses and any judgments, fines and amounts paid in settlement, joint or several, to which such persons may become subject by reason of or arising from any transfer made by such Unitholder in violation of these provisions or any misrepresentation made by such Unitholder in connection with any such transfer.

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APPENDIX A

GSAM PROXY VOTING GUIDELINES SUMMARY

EFFECTIVE MARCH 2016

The following is a summary of the material GSAM Proxy Voting Guidelines (the “Guidelines”), which form the substantive basis of GSAM’s Policy on Proxy Voting for Investment Advisory Clients (the “Policy”). As described in the main body of the Policy, one or more GSAM portfolio management teams may diverge from the Guidelines and a related Recommendation on any particular proxy vote or in connection with any individual investment decision in accordance with the Policy.

U.S. Proxy Items

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U.S. Proxy Items

The following section is a summary of the Guidelines, which form the substantive basis of the Policy with respect to U.S. public equity investments.

Vote FOR proposals to ratify auditors, unless any of the following apply within the last year:

Vote CASE-BY-CASE on shareholder proposals asking companies to prohibit or limit their auditors from engaging in non-audit services or asking for audit firm rotation.

The Board of Directors should promote the interests of shareholders by acting in an oversight and/or advisory role; the board should consist of a majority of independent directors and should be held accountable for actions and results related to their responsibilities.

When evaluating board composition, GSAM believes a diversity of ethnicity, gender and experience is an important consideration.

Classification of Directors

Where applicable, the New York Stock Exchange or NASDAQ Listing Standards definition is to be used to classify directors as insiders or affiliated outsiders. General definitions are as follows:

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Voting on Director Nominees in Uncontested Elections

Vote on director nominees should be determined on a CASE-BY-CASE basis.

Vote AGAINST or WITHHOLD from individual directors who:

Other items considered for an AGAINST vote include specific concerns about the individual or the company, such as criminal wrongdoing or breach of fiduciary responsibilities, sanctions from government or authority, violations of laws and regulations, or other issues related to improper business practice.

Vote AGAINST or WITHHOLD from Inside Directors and Affiliated Outside Directors (per the Classification of Directors above) in the case of operating and/or holding companies when:

Vote AGAINST or WITHHOLD from members of the appropriate committee for the following reasons (or independent chairman or lead director in cases of a classified board and members of appropriate committee are not up for reelection). Extreme cases may warrant a vote against the entire board.

Vote AGAINST or WITHHOLD from the members of the Audit Committee if:

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Vote CASE-BY-CASE on members of the Audit Committee and/or the full board if poor accounting practices, which rise to a level of serious concern are identified, such as fraud, misapplication of GAAP and material weaknesses identified in Section 404 disclosures.

Examine the severity, breadth, chronological sequence and duration, as well as the company’s efforts at remediation or corrective actions, in determining whether negative vote recommendations are warranted against the members of the Audit Committee who are responsible for the poor accounting practices, or the entire board.

See section 3 on executive and director compensation for reasons to withhold from members of the Compensation Committee.

In limited circumstances, GSAM may vote AGAINST or WITHHOLD from all nominees of the board of directors (except from new nominees who should be considered on a CASE-BY-CASE basis and except as discussed below) if:

Shareholder proposal regarding Independent Chair (Separate Chair/CEO)

Vote on a CASE-BY-CASE basis.

GSAM will generally recommend a vote AGAINST shareholder proposals requiring that the chairman’s position be filled by an independent director, if the company satisfies 3 of the 4 following criteria:

Shareholder proposal regarding board declassification

GSAM will generally vote FOR proposals requesting that the board adopt a declassified structure in the case of operating and holding companies.

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Majority Vote Shareholder Proposals

GSAM will vote FOR proposals requesting that the board adopt majority voting in the election of directors provided it does not conflict with the state law where the company is incorporated.

GSAM also looks for companies to adopt a post-election policy outlining how the company will address the situation of a holdover director.

Cumulative Vote Shareholder Proposals

GSAM will generally support shareholder proposals to restore or provide cumulative voting in the case of operating and holding companies unless:

Pay Practices

Good pay practices should align management’s interests with long-term shareholder value creation. Detailed disclosure of compensation criteria is preferred; proof that companies follow the criteria should be evident and retroactive performance target changes without proper disclosure is not viewed favorably. Compensation practices should allow a company to attract and retain proven talent. Some examples of poor pay practices include: abnormally large bonus payouts without justifiable performance linkage or proper disclosure, egregious employment contracts, excessive severance and/or change in control provisions, repricing or replacing of underwater stock options/stock appreciation rights without prior shareholder approval, and excessive perquisites. A company should also have an appropriate balance of short-term vs. long-term metrics and the metrics should be aligned with business goals and objectives.

If the company maintains problematic or poor pay practices, generally vote:

Equity Compensation Plans

Vote CASE-BY-CASE on equity-based compensation plans. Evaluation takes into account potential plan cost, plan features and grant practices. While a negative combination of these factors could cause a vote AGAINST, other reasons to vote AGAINST the equity plan could include the following factors:

Advisory Vote on Executive Compensation (Say-on-Pay, MSOP) Management Proposals

Vote FOR annual frequency and AGAINST shareholder or management proposals asking for any frequency less than annual.

Vote CASE-BY-CASE on management proposals for an advisory vote on executive compensation. For U.S. companies, consider the following factors in the context of each company’s specific circumstances and the

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board’s disclosed rationale for its practices. In general more than one factor will need to be present in order to warrant a vote AGAINST.

Pay-for-Performance Disconnect:

Additional Factors Considered Include:

Other Compensation Proposals and Policies Employee Stock Purchase Plans — Non-Qualified Plans

Vote CASE-BY-CASE on nonqualified employee stock purchase plans taking into account the following factors:

Option Exchange Programs/Repricing Options

Vote CASE-BY-CASE on management proposals seeking approval to exchange/reprice options, taking into consideration:

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Vote FOR shareholder proposals to put option repricings to a shareholder vote.

Other Shareholder Proposals on Compensation Advisory Vote on Executive Compensation (Frequency on Pay)

Vote FOR annual frequency.

Stock retention holding period

Vote FOR shareholder proposals asking for a policy requiring that senior executives retain a significant percentage of shares acquired through equity compensation programs if the policy requests retention for two years or less following the termination of their employment (through retirement or otherwise) and a holding threshold percentage of 50% or less.

Also consider:

Elimination of accelerated vesting in the event of a change in control

Vote AGAINST shareholder proposals seeking a policy eliminating the accelerated vesting of time-based equity awards in the event of a change-in-control.

Performance-based equity awards and pay-for-superior-performance proposals

Generally support unless there is sufficient evidence that the current compensation structure is already substantially performance-based. GSAM considers performance-based awards to include awards that are tied to shareholder return or other metrics that are relevant to the business.

Say on Supplemental Executive Retirement Plans (SERP)

Generally vote AGAINST proposals asking for shareholder votes on SERP.

Voting for Director Nominees (Management or Shareholder)

Vote CASE-BY-CASE on the election of directors of operating and holding companies in contested elections, considering the following factors:

Proxy Access

Vote CASE-BY-CASE on shareholder or management proposals asking for proxy access.

GSAM may support proxy access as an important right for shareholders of operating and holding companies and as an alternative to costly proxy contests and as a method for GSAM to vote for directors on an

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individual basis, as appropriate, rather than voting on one slate or the other. While this could be an important shareholder right, the following factors will be taken into account when evaluating the shareholder proposals:

When evaluating companies that adopted proxy access either proactively or in response to a shareholder proposal, GSAM will take into account the factors listed above. A vote against governance committee members could result if provisions exist that materially limit the right to proxy access.

Reimbursing Proxy Solicitation Expenses

Vote CASE-BY-CASE on proposals to reimburse proxy solicitation expenses. When voting in conjunction with support of a dissident slate, vote FOR the reimbursement of all appropriate proxy solicitation expenses associated with the election.

Shareholder Ability to Act by Written Consent

In the case of operating and holding companies, generally vote FOR shareholder proposals that provide shareholders with the ability to act by written consent, unless:

Shareholder Ability to Call Special Meetings

In the case of operating and holding companies, generally vote FOR management proposals that provide shareholders with the ability to call special meetings.

In the case of operating and holding companies, generally vote FOR shareholder proposals that provide shareholders with the ability to call special meetings at a threshold of 25% or lower if the company currently does not give shareholders the right to call special meetings. However, if a company already gives shareholders the right to call special meetings at a threshold of at least 25%, vote AGAINST shareholder proposals to further reduce the threshold.

Advance Notice Requirements for Shareholder Proposals/Nominations

In the case of operating and holding companies, vote CASE-BY-CASE on advance notice proposals, giving support to proposals that allow shareholders to submit proposals/nominations reasonably close to the meeting date and within the broadest window possible, recognizing the need to allow sufficient notice for company, regulatory and shareholder review.

Poison Pills

Vote FOR shareholder proposals requesting that the company submit its poison pill to a shareholder vote or redeem it UNLESS the company has: (1) A shareholder-approved poison pill in place; or (2) the company has adopted a policy concerning the adoption of a pill in the future specifying certain shareholder friendly provisions.

Vote FOR shareholder proposals calling for poison pills to be put to a vote within a time period of less than one year after adoption. Vote CASE-BY-CASE on management proposals on poison pill ratification, focusing on the features of the shareholder rights plan.

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In addition, the rationale for adopting the pill should be thoroughly explained by the company. In examining the request for the pill, take into consideration the company’s existing governance structure, including: board independence, existing takeover defenses, and any problematic governance concerns.

Vote CASE-BY-CASE on mergers and acquisitions taking into account the following based on publicly available information:

Reincorporation Proposals

GSAM may support management proposals to reincorporate as long as the reincorporation would not substantially diminish shareholder rights. GSAM may not support shareholder proposals for reincorporation unless the current state of incorporation is substantially less shareholder friendly than the proposed reincorporation, there is a strong economic case to reincorporate or the company has a history of making decisions that are not shareholder friendly.

Exclusive venue for shareholder lawsuits

Generally vote FOR on exclusive venue proposals, taking into account:

8.     Capital Structure Common and Preferred Stock Authorization

Generally vote FOR proposals to increase the number of shares of common stock authorized for issuance. Generally vote FOR proposals to increase the number of shares of preferred stock, as long as there is a commitment to not use the shares for anti-takeover purposes.

9.     Corporate Social Responsibility (CSR)/Environmental, Social, Governance (ESG) Issues

Overall Approach

GSAM recognizes that Environmental, Social and Governance (ESG) factors can affect investment performance, expose potential investment risks and provide an indication of management excellence and leadership.

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When evaluating ESG proxy issues, GSAM balances the purpose of a proposal with the overall benefit to shareholders.

Shareholder proposals considered under this category could include, among others, reports on

When evaluating environmental and social shareholder proposals, the following factors are generally considered:

Sustainability, climate change reporting

Generally vote FOR proposals requesting the company to report on its policies, initiatives and oversight mechanisms related to environmental sustainability, or how the company may be impacted by climate change. The following factors will be considered:

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Establishing goals or targets for emissions reduction

Vote CASE-BY-CASE on proposals that call for the adoption of Greenhouse Gas (“GHG”) reduction goals from products and operations, taking into account:

Political Contributions and Trade Association Spending/Lobbying Expenditures and Initiatives

GSAM generally believes that it is the role of boards and management to determine the appropriate level of disclosure of all types of corporate political activity. When evaluating these proposals, GSAM considers the prescriptive nature of the proposal and the overall benefit to shareholders along with a company’s current disclosure of policies, practices and oversight.

Generally vote AGAINST proposals asking the company to affirm political nonpartisanship in the workplace so long as:

Vote AGAINST proposals requesting increased disclosure of a company’s policies with respect to political contributions, lobbying and trade association spending as long as:

GSAM generally will vote AGAINST proposals asking for detailed disclosure of political contributions or trade association or lobbying expenditures.

Vote AGAINST proposals barring the company from making political contributions. Businesses are affected by legislation at the federal, state, and local level and barring political contributions can put the company at a competitive disadvantage.

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Gender Identity and Sexual Orientation

A company should have a clear, public Equal Employment Opportunity (EEO) statement and/or diversity policy. Generally vote FOR proposals seeking to amend a company’s EEO statement or diversity policies to additionally prohibit discrimination based on sexual orientation and/or gender identity.

Labor and Human Rights Standards

Generally vote FOR proposals requesting a report on company or company supplier labor and/or human rights standards and policies, or on the impact of its operations on society, unless such information is already publicly disclosed considering:

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Non-U.S. Proxy Items

The following section is a broad summary of the Guidelines, which form the basis of the Policy with respect to non-U.S. public equity investments. Applying these guidelines is subject to certain regional and country-specific exceptions and modifications and is not inclusive of all considerations in each market.

Financial Results/Director and Auditor Reports

Vote FOR approval of financial statements and director and auditor reports, unless:

Appointment of Auditors and Auditor Fees

Vote FOR the re-election of auditors and proposals authorizing the board to fix auditor fees, unless:

Appointment of Statutory Auditors

Vote FOR the appointment or reelection of statutory auditors, unless:

Allocation of Income

Vote FOR approval of the allocation of income, unless:

Stock (Scrip) Dividend Alternative

Vote FOR most stock (scrip) dividend proposals.

Vote AGAINST proposals that do not allow for a cash option unless management demonstrates that the cash option is harmful to shareholder value.

Amendments to Articles of Association

Vote amendments to the articles of association on a CASE-BY-CASE basis.

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Change in Company Fiscal Term

Vote FOR resolutions to change a company’s fiscal term unless a company’s motivation for the change is to postpone its AGM.

Lower Disclosure Threshold for Stock Ownership

Vote AGAINST resolutions to lower the stock ownership disclosure threshold below 5 percent unless specific reasons exist to implement a lower threshold.

Amend Quorum Requirements

Vote proposals to amend quorum requirements for shareholder meetings on a CASE-BY-CASE basis.

Transact Other Business

Vote AGAINST other business when it appears as a voting item.

Director Elections

Vote FOR management nominees taking into consideration the following:

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Vote on a CASE-BY-CASE basis in contested elections of directors, e.g., the election of shareholder nominees or the dismissal of incumbent directors, determining which directors are best suited to add value for shareholders.

The analysis will generally be based on, but not limited to, the following major decision factors:

Vote FOR employee and/or labor representatives if they sit on either the audit or compensation committee and are required by law to be on those committees.

Vote AGAINST employee and/or labor representatives if they sit on either the audit or compensation committee, if they are not required to be on those committees.

Classification of directors

Executive Director

Non-Independent Non-Executive Director (NED)

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Independent NED

Employee Representative

Discharge of Directors

Generally vote FOR the discharge of directors, including members of the management board and/or supervisory board, unless there is reliable information about significant and compelling controversies that the board is not fulfilling its fiduciary duties warranted by:

Good pay practices should align management’s interests with long-term shareholder value creation. Detailed disclosure of compensation criteria is preferred; proof that companies follow the criteria should be evident and retroactive performance target changes without proper disclosure is not viewed favorably. Compensation practices should allow a company to attract and retain proven talent. Some examples of poor pay practices include: abnormally large bonus payouts without justifiable performance linkage or proper disclosure, egregious employment contracts, excessive severance and/or change in control provisions, repricing or replacing of underwater stock

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options/stock appreciation rights without prior shareholder approval, and excessive perquisites. A company should also have an appropriate balance of short-term vs. long-term metrics and the metrics should be aligned with business goals and objectives.

Director Compensation

Vote FOR proposals to award cash fees to non-executive directors unless the amounts are excessive relative to other companies in the country or industry.

Vote non-executive director compensation proposals that include both cash and share-based components on a CASE-BY-CASE basis.

Vote proposals that bundle compensation for both non-executive and executive directors into a single resolution on a CASE-BY-CASE basis.

Vote AGAINST proposals to introduce retirement benefits for non-executive directors.

Compensation Plans

Vote compensation plans on a CASE-BY-CASE basis.

Director, Officer, and Auditor Indemnification and Liability Provisions

Vote proposals seeking indemnification and liability protection for directors and officers on a CASE-BY-CASE basis.

Vote AGAINST proposals to indemnify auditors.

Vote AGAINST the introduction of classified boards and mandatory retirement ages for directors.

Vote AGAINST proposals to alter board structure or size in the context of a fight for control of the company or the board.

Chairman CEO combined role (for applicable markets)

GSAM will generally recommend a vote AGAINST shareholder proposals requiring that the chairman’s position be filled by an independent director, if the company satisfies 3 of the 4 following criteria:

Share Issuance Requests

General Issuances:

Vote FOR issuance requests with preemptive rights to a maximum of 100% over currently issued capital.

Vote FOR issuance requests without preemptive rights to a maximum of 20% of currently issued capital.

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Specific Issuances:

Vote on a CASE-BY-CASE basis on all requests, with or without preemptive rights.

Increases in Authorized Capital

Vote FOR non-specific proposals to increase authorized capital up to 100% over the current authorization unless the increase would leave the company with less than 30% of its new authorization outstanding.

Vote FOR specific proposals to increase authorized capital to any amount, unless:

Vote AGAINST proposals to adopt unlimited capital authorizations.

Reduction of Capital

Vote FOR proposals to reduce capital for routine accounting purposes unless the terms are unfavorable to shareholders.

Vote proposals to reduce capital in connection with corporate restructuring on a CASE-BY-CASE basis.

Capital Structures

Vote FOR resolutions that seek to maintain or convert to a one-share, one-vote capital structure.

Vote AGAINST requests for the creation or continuation of dual-class capital structures or the creation of new or additional super voting shares.

Preferred Stock

Vote FOR the creation of a new class of preferred stock or for issuances of preferred stock up to 50% of issued capital unless the terms of the preferred stock would adversely affect the rights of existing shareholders.

Vote FOR the creation/issuance of convertible preferred stock as long as the maximum number of common shares that could be issued upon conversion meets guidelines on equity issuance requests.

Vote AGAINST the creation of a new class of preference shares that would carry superior voting rights to the common shares.

Vote AGAINST the creation of blank check preferred stock unless the board clearly states that the authorization will not be used to thwart a takeover bid.

Vote proposals to increase blank check preferred authorizations on a CASE-BY-CASE basis.

Debt Issuance Requests

Vote non-convertible debt issuance requests on a CASE-BY-CASE basis, with or without preemptive rights.

Vote FOR the creation/issuance of convertible debt instruments as long as the maximum number of common shares that could be issued upon conversion meets guidelines on equity issuance requests.

Vote FOR proposals to restructure existing debt arrangements unless the terms of the restructuring would adversely affect the rights of shareholders.

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Increase in Borrowing Powers

Vote proposals to approve increases in a company’s borrowing powers on a CASE-BY-CASE basis.

Share Repurchase Plans

GSAM will generally recommend FOR share repurchase programs taking into account whether:

Reissuance of Repurchased Shares

Vote FOR requests to reissue any repurchased shares unless there is clear evidence of abuse of this authority in the past.

Capitalization of Reserves for Bonus Issues/Increase in Par Value

Vote FOR requests to capitalize reserves for bonus issues of shares or to increase par value.

Reorganizations/Restructurings

Vote reorganizations and restructurings on a CASE-BY-CASE basis.

Mergers and Acquisitions

Vote CASE-BY-CASE on mergers and acquisitions taking into account the following based on publicly available information:

Antitakeover Mechanisms

Generally vote AGAINST all antitakeover proposals, unless they are structured in such a way that they give shareholders the ultimate decision on any proposal or offer.

Reincorporation Proposals

Vote reincorporation proposals on a CASE-BY-CASE basis.

Related-Party Transactions

Vote related-party transactions on a CASE-BY-CASE basis, considering factors including, but not limited to, the following:

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Shareholder Proposals

Vote all shareholder proposals on a CASE-BY-CASE basis.

Vote FOR proposals that would improve the company’s corporate governance or business profile at a reasonable cost.

Vote AGAINST proposals that limit the company’s business activities or capabilities or result in significant costs being incurred with little or no benefit.

Please refer to page A-9 for our current approach to these important topics.

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PART C

OTHER INFORMATION

Part C of this Registration Statement should be read in conjunction with Parts A and B. Capitalized terms used in this Part C and not otherwise defined have the meanings given them in Parts A and B of this Registration Statement.

ITEM 25. FINANCIAL STATEMENT AND EXHIBITS