Goldman Sachs Real Estate Diversified Income Fund Sample Contracts

GOLDMAN SACHS REAL ESTATE DIVERSIFIED INCOME FUND FORM OF TRANSFER AGENCY AGREEMENT
Transfer Agency Agreement • February 19th, 2020 • Goldman Sachs Real Estate Diversified Income Fund • Delaware

THIS AGREEMENT made as of the 9th day of January, 2020 is by and between Goldman Sachs Real Estate Diversified Income Fund (the “Trust”), a Delaware statutory trust, and Goldman Sachs & Co. LLC (“Goldman Sachs”), a New York limited liability company.

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JOINDER AND AMENDMENT TO FUND ADMINISTRATION AND ACCOUNTING AGREEMENT
Fund Administration and Accounting Agreement • February 19th, 2020 • Goldman Sachs Real Estate Diversified Income Fund • New York

This Amendment (“Amendment”) is made as of the 26th day of December, 2019, by and between each of Goldman Sachs Trust, Goldman Sachs Variable Insurance Trust and Goldman Sachs ETF Trust (“Existing Funds”), Goldman Sachs Credit Income Fund (“GSCIF”), and Goldman Sachs Real Estate Diversified Income Fund (“GSREDIF”), separately and not jointly, and THE BANK OF NEW YORK MELLON (“BNY Mellon”). The Existing Funds, GSCIF and GSREDIF are referred to collectively herein as the “Funds”.

FORM OF INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • December 10th, 2019 • Goldman Sachs Real Estate Diversified Income Fund • New York

This AGREEMENT (this “Agreement”), effective as of the [●] day of [●], [●], is between GOLDMAN SACHS ASSET MANAGEMENT, L.P. (the “Investment Manager”), a limited partnership formed under the laws of the state of Delaware, and GOLDMAN SACHS REAL ESTATE DIVERSIFIED INCOME FUND, a statutory trust organized under the laws of the State of Delaware (the “Fund”).

JOINDER AND AMENDMENT TO CUSTODY AGREEMENT
Custody Agreement • February 19th, 2020 • Goldman Sachs Real Estate Diversified Income Fund • New York

This Amendment (“Amendment”) is made as of the 6th day of January, 2020, by and between each of Goldman Sachs Trust, Goldman Sachs Variable Insurance Trust and Goldman Sachs ETF Trust (“Existing Funds”), Goldman Sachs Credit Income Fund (“GSCIF”), and Goldman Sachs Real Estate Diversified Income Fund (“GSREDIF”), separately and not jointly, and THE BANK OF NEW YORK MELLON (“BNY Mellon”). The Existing Funds, GSCIF and GSREDIF are referred to collectively herein as the “Funds”.

FORM OF DEALER AGREEMENT FOR CLOSED-END INVESTMENT COMPANIES [Date]
Goldman Sachs Real Estate Diversified Income Fund • February 19th, 2020 • New York

Goldman Sachs & Co. LLC, as distributor (the “Distributor”), has entered into distribution agreements (the “Distribution Agreements”), as amended or supplemented from time to time, between ourselves and the closed-end management investment companies identified on Schedule A hereto (referred to individually as a “Trust” and collectively as the “Trusts”). As of the date of this Agreement each Trust consists only of a single undivided investment portfolio (a “Fund”) but which in the future may consist of separate investment portfolios, or series (each, also a “Fund”). Pursuant to the Distribution Agreements, the Distributor acts as exclusive distributor of shares of beneficial interest (the “Shares”), of the Trusts listed on Schedule A hereto, as the same may be supplemented from time to time. Each Fund may offer one or more classes of its Shares (each a “Class”) which Classes shall have such relative rights and conditions and shall be sold in the manner and on the terms set forth from ti

FORM OF INVESTMENT MANAGEMENT AGREEMENT
Form of Investment Management Agreement • December 10th, 2020 • Goldman Sachs Real Estate Diversified Income Fund • New York

This AGREEMENT (this “Agreement”), effective as of the [●] day of [●], [●], is between GOLDMAN SACHS ASSET MANAGEMENT, L.P. (the “Investment Manager”), a limited partnership formed under the laws of the state of Delaware, and GOLDMAN SACHS REAL ESTATE DIVERSIFIED INCOME FUND, a statutory trust organized under the laws of the State of Delaware (the “Fund”).

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