SecProbe.io

January 8, 2020
VIA E-mail
William J. Bielefeld, Esq.
Dechert LLP 1900 K Street NW Washington, DC 20006-1110
Re: Goldman Sachs Credit Income Fund
  File Nos. 333-235444, 811-23498
 Goldman Sachs Real Estate Diversified Income Fund
 File Nos. 333-235443, 811-23499
 Dear Mr. Bielefeld:   On December 10, 2019, you filed initial regist ration statements on Form N-2 on behalf
of the Goldman Sachs Credit In come Fund (the “Credit Fund”) and the Goldman Sachs Real
Estate Diversified Income Fund (the “Real Estate  Fund” and together with the Credit Fund, the
“Funds”).  We have reviewed each registrati on statement and have provided our comments
below.  Where a comment is made with regard to disclosure in one location, it is applicable to all
similar disclosure appearing else where in the registration statem ents.  Unless otherwise noted,
our comments apply to both registration statements .  Page numbers refer to the Credit Fund.  All
capitalized terms not otherwise defined herein have  the meaning given to them in the registration
statement.
GENERAL
1. Please tell us if you have pr esented any test the waters ma terials to potential investors
in connection with these offerings.  If so, please provide us with copies of such
materials.

PROSPECTUS
Cover Page
2. We note that the cover page is four page s long.  Please consider revising so that the
cover page does not exceed two pages.

William J. Bielefeld, Esq.
January 8, 2020
Page 2

3. Interval Fund.  Please disclose the intervals between deadlines for repurchase requests,
pricing and repayment and the anticipated ti ming of the registrant's initial repurchase
offer.  This response should include a cr oss-reference to those sections of the
prospectus that discuss the registrant's repurchase policies and the risks attendant
thereto.  See Guide 10 to Form N-2.

4. Interval Fund.  The disclosure in this paragraph states that “it is possible that the Fund
may offer to repurchase only the minimum amou nt of 5% of its outstanding Shares.”
However, disclosure later in each prospectus indicates that the Funds expect  to
repurchase only 5% of its outstanding Shar es per quarter.  Plea se revise the quoted
language, as repurchasing only 5% of outsta nding Shares per quarter is not just a
possibility, but appears to be the Funds’ expectation.

5. The two paragraphs immediately preceding the offering table discuss special risks that
investors may face because the Funds are non-tr aded.  Please revise the format of this
disclosure so that each of the risks is discussed in a separate bullet point.  The
disclosure should remain in bold.

6. Offering Table.  The “Proceeds, after expens es, to the Fund” line includes a superscript
for footnote 2; however, such footnote app ears to be missing.  Please reconcile this
discrepancy.

7. Leverage.  Please put the final sentence of  the first paragraph, which is a cross
reference to the borrowing and leverage discus sions later in the prospectuses, in bold.
See Item 1.1.j of Form N-2.

Prospectus Summary
8. Investment Objective and Strategies (page 2 of Real Estate Fund).  The Real Estate
Fund prospectus describes low to moderate co rrelation to the broader equity markets to
mean “investment returns having a correlation of less than one to the S&P 500 Index.”
Please explain what this means in plain English.
9. Investment Objective and Strategies (page 3) .  The prospectuses state that the Funds
may lend portfolio securities.  Please include corresponding risk disclosure regarding
securities lending in th e “Risk Factors” and “Principal Risks of the Fund” sections of
the prospectuses.

10. Investment Objective and Strategies (page 4). The prospectuses state that the Funds’
investments in derivatives are counted towa rds the Funds’ 80% investment policies.
Please confirm that the Funds will use market value and not notional value of any derivatives for purposes of satisfyin g their 80% investment policies.

William J. Bielefeld, Esq.
January 8, 2020
Page 3

11. Investment Objective and Strategies (page 4).  The prospectuses indi cate that the Funds
will invest in Public Investment Funds, including mutual funds, ETFs and closed-end
funds, as part of its principal investment st rategy.  Please explain how such investments
in Underlying Funds will comply with th e limitations imposed by Section 12(d)(1) of
the 1940 Act.

12. Investment Objective and Strategies (page 4) .  The Credit Fund prospectus states that
the Fund may invest in Private Investment F unds.  Please tell us how much the Credit
Fund will invest in hedge funds and/or privat e equity funds that rely on section 3(c)(1)
or 3(c)(7) of the 1940 Act.  If the Credit Fund will invest more than 15% of its net
assets in hedge funds and private equity funds  that rely on sections  3(c)(1) or 3(c)(7),
please note that registered closed-end funds  that invest more than 15% of their net
assets in such hedge funds or private equity funds should impose a minimum initial
investment requirement of at least $25,000 a nd restrict sales to investors that, at a
minimum, satisfy the accredited investor sta ndard.  Please confirm to us that the Funds
will invest 15% or less or that they w ill impose a $25,000 initial investment minimum
and will limit investments to accredited invest ors.  We may have additional comments
after reviewing your response.

13. Repurchase Offers Risk (page 5) .  In discussing this risk, pl ease disclose (a) the effect
that share repurchase offers might have on portfolio turnover; and (b) the possible
decrease in share value as a result of curren cy fluctuations between the date of tender
and the repurchase pricing date  if the registrant has inve sted all or a portion of its
portfolio in foreign markets.   See  Guide 10 to Form N-2.

14. Repurchase Offers Risk (page 6).  The pros pectuses notes that the Funds may borrow
money to finance repurchases.  Please disc lose the maximum amount of debt that may
be incurred for such purposes and the rest rictions on leverage imposed by the 1940 Act
and Rule 23c-3.  See Guide 10 to Form N-2.

15. Loan-Related Investments Risk (pages 11-12) .  In the Credit Fund prospectus, the final
sentence of the disclosure for this risk di scusses the risk of investing in loans with
fewer restrictive covenants.  If the Credit Fund will invest in covenant  lite loans as part
of its principal investment strategy, pl ease disclose in the strategy section.

16. Convertible Securitie s Risk (page 13).
a. The prospectuses include a Convertible S ecurities Risk, but convertible securities
are not mentioned in the investment strate gies section beginning on page one of the
prospectuses.  If the Funds will invest in  convertible securities as part of their
investment strategies, please include a discussion in the strategy section.

b. If the Funds expect to invest in continge nt convertible securities (“CoCos”), the
Funds should consider what, if any, disc losure is appropriate.  The type of
disclosure will depend on, among other things, the extent to which the Funds will invest in CoCos and the characteristics of the CoCos (e.g., th e credit quality, the

William J. Bielefeld, Esq.
January 8, 2020
Page 4

conversion triggers).  If CoCos will be a principal type of investment, the Funds
should provide a description of them and should provide appropriate risk
disclosure.

17. OID and PIK Interest Related Risks (page 14) .  In the Credit Fund prospectus, please
disclose additional risks related to OID and PIK instruments, including that: (a) market
prices of OID instruments are more volatile be cause they are affected to a greater extent
by interest rate changes than instruments that  pay interest periodically in cash; (b) use
of OID and PIK securities may provide cert ain benefits to the Investment Adviser
including increasing management fees and in centive compensation; (c) the Credit Fund
may be required under the tax laws to ma ke distributions of OID income to
shareholders without receiving any cash a nd that such required cash distributions may
have to be paid from offering proceeds or the sale of fund assets; and (d) the required
recognition of OID, including PI K, interest for U.S. federal income tax purposes may
have a negative impact on liquidity, because  it represents a non-cash component of the
Credit Fund’s taxable income that must, nevert heless, be distributed in cash to investors
to avoid it being subject to  corporate level taxation.

18. The Fund May Make Commitments Representing  a Substantial Portfolio of its Total
Assets (page 22).  Please note that the staf f of the Division of Investment Management
has taken the position that an  unfunded commitment is deemed  a senior security unless
it is covered by the assets of a fund.  Please confirm that the Funds reasonably believe
that their respective assets will provide adequate cover to allow them to satisfy any unfunded investment commitments.

19. Brexit Risk (page 25).  Please consider updating this risk in light of recent political
developments in the United Kingdom.

20. Dividend Reinvestment Plan (page 42).  Please explain how the term “Common
Shares” differs from the term “Shares” defi ned on the cover page of the prospectuses.

21. Certain Tax Considerations (pag e 44).  This section notes th at a portion of distributions
to shareholders may constitute a return of capital for U.S. federal tax income purposes.
Please disclose here the tax c onsequences to shareholders.

Fund Fees and Expenses

22. Fee Table (pages 47-48).
a. As the Real Estate Fund will engage in short selling as part of its principal
investment strategy, please c onfirm whether the fee tabl e will include expenses
associated with short selling, either as part of the “Interest Payments on Borrowed
Funds” line item or as a separate line item.

William J. Bielefeld, Esq.
January 8, 2020
Page 5

b. The fee table in the Real Estate Fund pr ospectus lists “None” for the acquired fund
fees and expenses (“AFFE”) line item.  Ho wever, the principal investment strategy
indicates that the Real Estate Fund will inve st in other investment companies.  If
the Real Estate Fund will incur AFFE greater than 0.01%, please include such
expenses in the fee table.  See Item 3.10.a of Form N-2.

c. Footnote 6 to the fee table in the Real Esta te Fund prospectus notes that fees and
expenses associated with investments in st ructured finance vehicles or investment
companies not traditionally referred to as hedge funds or private equity funds are
not included in the AFFE line item to the f ee table.  Please disclose how the Real
Estate Fund pays such fees and whet her such costs are passed along to
shareholders.

d. Please round the expense limitation discusse d in footnote 7 to the nearest hundredth
of a percent.  See Item 3, Instr. 3 of Form N-2.

e. To the extent the expense limitation discu ssed in footnote 7 is part of a written
agreement, please confirm that the Funds will file such agreements as an exhibit to
the registration statements as material contracts.  See Item 25.2.k of Form N-2.

23. Please explain how the Funds’ organizationa l expenses will be amortized and the
period over which the amortization will occur.  See Item 9.1.f of Form N-2.

Use of Proceeds

24. Please disclose how long it is expected to take to fully invest net proceeds in
accordance with the Funds' investment objectiv es and policies.  We may have further
comment after reviewing the response.  See Item 7.2 of Form N-2.

Management of the Fund

25. Investment Team (page 98).  We note that the investment strategies section states that
there is no minimum or maximum limit on the amount of the Funds’ Managed Assets
that may be invested in securi ties or other instrume nts of non-U.S. issuers or borrowers.
Please provide a basis for an investor to assess the expertise and experience of the
Investment Adviser and/or portfolio managers  with respect to foreign investments.  See
Guide 9 to Form N-2.

26. Custodian and Administrator (page 98).  Pleas e disclose the compensation to be paid to
the Funds’ administrator.  See Item 9.1.d of Form N-2.

William J. Bielefeld, Esq.
January 8, 2020
Page 6

Additional Information About the Fund
27. Description of Shares (page 102).
a. As the Funds have a policy of making dividend/distribution payments at
predetermined times and at minimum rates, please include a statement that if the Funds’ investments do not generate sufficien t income, the Funds may be required to
liquidate a portion of their portfolios to fund these distributions , and therefore these
payments may represent a re duction of the shareholders ’ principal investment.  See
Item 10.1.a, Instr. 2 of Form N-2.
b. If there are any liquidation rights or liability  to further calls or to assessments by the
Funds, please disclose.  See Item 10.1.a of Form N-2.

28. Dividend Reinvestment Plan (page 104).
a. Please disclose the method for determining the number of shares that will be
distributed instead of a cash dividend.  See Item 10.1.e of Form N-2.

b. If applicable, please disclose that a Pa rticipant holding shar es in a brokerage
account may not be able to transfer shar es to another broker and continue to
participate in the Dividend Reinvestment Plan.  See Item 10.1.e of Form N-2.

c. The final paragraph on this page states that “[i]n the event that the Fund makes
available to its shareholders rights to pur chase additional Common Shares . . . . .”
Please revise this language, as the cove r page indicates that this will be a
continuous offering.

d. The staff notes that the top of page 105 includes the senten ce “[T]he automatic
reinvestment of Dividends will not relieve Participants of any Federal, state or local income tax that may be payable (or requi red to be withheld) on such dividend.”
Consider specifying that capital gains and income are realized, even though cash is
not received by the shareholder.  See Item 10.1.e of Form N-2.

Plan of Distribution

29. a.   Please briefly discuss the nature of a ny material relationship between GS&Co. and
the Funds (other than that of principal underwriter).  See Item 5.1.b of Form N-2.

b. Please briefly explain any provisions in th e underwriting agreement that provide for
indemnification of GS&Co. or its control persons by the Funds against any liability
arising under the Securities Act.  See Item 5.4 of Form N-2.

Shareholder Guide

30. Common Questions Applicable to the Purcha se of Class A and Class L Shares (page
115).  The prospectuses indicate that Class A and Class L Shares are not subject to a

William J. Bielefeld, Esq.
January 8, 2020
Page 7

sales load when purchased through the GS Retirement Plan Plus and Goldman Sachs
401(k) Programs.  If the Funds are sold th rough retirement plans, please provide a
statement regarding where additional inform ation about such plans can be obtained.
See Item 5.7 of Form N-2.

31. How to Sell Shares (page 117).  The prospect uses indicates that fundamental policies
cannot be changed without “shareholder cons ent.”  Please revise this disclosure to
specify that fundamental policies cannot be changed without the vote of a majority vote
of shareholders.  See Item 8.2.c of Form N-2; Guide 10 to Form N-2.

32. Repurchase Offer Notices (page 118).  Please revi se the disclosure to indicate that the
Repurchase Offer Notice also will include information discussing: (a) the risk of
fluctuating NAV between the Repurchase Re quest Deadline and the Repurchase
Pricing Date; (b) the procedur e for tendering Shares; (c) that  the shareholders are able
to cancel or modify tenders until the request deadline; (d) the process for repurchasing
on a pro rata basis; (e) the circumstances warranting suspension or postponement of a
Repurchase Offer; and (f) the NAV (as of at le ast 7 days before notification) and means
for calculating it.  See Rule 23c-3(b)(4)(i).

33. Repurchase Pricing Date (page 119).  The pros pectuses states that while the Funds do
not presently plan to asses