T. Rowe Price Goldman Sachs Private Markets Fund: Fee Waiver Math

What the fund is, and who stands behind it

The fund is a Delaware statutory trust registered under the Investment Company Act of 1940 as a non-diversified closed-end fund that operates as an interval fund. T. Rowe Price Associates, Inc. (Price Associates) is the adviser. It registered with the SEC in December 2025, filed five amendments to its registration statement, was declared effective on June 29, 2026 and began on July 1, 2026 (EDGAR filing record; Note 1 of the shareholder report). It sells Class A (TGPAX), Class D (TGPDX) and Class I (TGPIX) shares. The minimum is $2,500 for Class A and Class D, including retirement accounts, and $1,000,000 for Class I, which intermediaries may reach by aggregating orders of investors who each put in at least $2,500.

It is not a Goldman Sachs fund. The prospectus says “Goldman Sachs is not a sponsor, investment adviser, sub-adviser, promoter, principal underwriter or affiliate of the Fund.” What the two firms have is a “strategic collaboration”: under normal conditions at least 33% of net assets go into vehicles managed by Goldman Sachs Asset Management and at least another 33% into T. Rowe Price funds or T. Rowe Price-managed direct investments, and the adviser says it does not consider options from other managers. The prospectus also discloses the money side of the arrangement: “Goldman Sachs has agreed to pay collaboration fees to Price Associates. This creates an incentive for Price Associates to consider Underlying Funds and strategies managed by Goldman Sachs.” Either firm can alter or end the collaboration, and the prospectus warns that the fund “may be forced to liquidate or sell substantially all of its assets to another vehicle” if they do.

It is also not the same fund as the T. Rowe Price Goldman Sachs All Equity Access Fund. A supplement filed on September 24, 2026 covers both funds under separate registration statement numbers. Our 401(k) alternatives page covers the equity fund; this page covers only the Private Markets Fund.

Three expense numbers, one fund

A reader who looks up this fund finds a net expense ratio of 1.62% for Class I in the first shareholder report and a prospectus total of 2.30%. Both are right, and they measure different things.

The shareholder report’s ratios are labelled annualized. They come from a period in which the fund took in $39.96 million from a starting base of $100,000, paid $64,000 of one-time organization costs and carried a $76,000 custody and accounting line, so they say little about a normal year. The prospectus numbers are estimates “based on estimated amounts for the current fiscal year.” The first annual report, for the period ending February 28, 2027, will cover eight months (our arithmetic) and is the next hard test.

Class by class

All three classes carry the same 0.50% management fee and the same 1.72% estimate for acquired funds. The fund has no early repurchase fee in any class. The net expense ratios in the shareholder report are 1.62% for Class I, 1.94% for Class D and 2.44% for Class A, annualized.

The waiver calendar: June 30, 2027 and April 30, 2028

Two separate arrangements sit behind the difference between gross and net, and they end on different dates.

• The Initial Fee Holiday, through June 30, 2027. Price Associates has contractually agreed to reduce the 0.50% management fee to 0%. The prospectus says the holiday “shall not be subject to reimbursement to the Adviser,” so the fund will not repay it later.
• The Expense Limitation Agreement, through April 30, 2028. Price Associates will waive its management fee or reimburse organizational, offering and operating expenses to the extent a class’s annualized operating expenses exceed 1.00% of average daily net assets. That 1.00% is calculated after leaving out the management fee, 12b-1 and administration plan costs, the costs of acquiring and holding investments, acquired fund fees, interest and leverage costs, taxes and extraordinary expenses. It limits a slice of the cost, not the total.
• Recoupment. The fund agrees to repay the adviser for waivers and reimbursements under the Expense Limitation Agreement for up to three years after each one, as long as repayment does not push the class above the lower of the limit when the waiver was made and the limit at repayment. The shareholder report says the $188,000 waived or paid in the first two months ($184,000 Class I, $2,000 Class A, $2,000 Class D) “remain subject to repayment by the fund.”

This is why the 1.62% net ratio is above the 1.00% limit: the limit leaves out several categories of cost, so a class can be held to 1.00% on its measured slice and still report more in total (our reading of the exclusions). It is also why the cost in the year after June 30, 2027 depends on documents that do not exist yet. The prospectus says the holiday continues for “at least one year”, and both arrangements can be renewed or replaced; the filings do not say whether they will be.

What $250,000 costs, by class (our arithmetic)

Each figure multiplies the prospectus fee table by $250,000 and ignores returns, which change the base the percentages apply to. A Class I position of $250,000 needs an intermediary that pools orders to reach the $1,000,000 minimum. The ordinary route for a $250,000 position is Class A or Class D, where the load applies at purchase and the difference between classes is the 12b-1 fee (0.75% against 0.25%).

What neither number counts

Two costs sit outside both the 2.30% and the 1.62%.

The Goldman Sachs REIT. The prospectus says acquired fund fees “exclude fees and expenses of any Underlying Funds which are real estate investment trusts” and that the Goldman Sachs-advised REIT the fund invests in “generally charges a management fee of 1.00%, as well as other operating expenses.” On August 31, 2026 that REIT, Goldman Sachs Real Estate Income Trust, Inc., was 15.1% of net assets. Our arithmetic: 15.1% times 1.00% is about 0.15 percentage points of the fund’s net assets, before the REIT’s other operating expenses. Class I would then cost at least about 2.45% with the waiver and 2.95% without it (our arithmetic, a floor).

The size of the 1.72%. The prospectus builds the 1.72% from underlying funds that “generally charge a management fee of 1.00% to 1.25%” and charge “between 12.5% and 15% of net profits as a carried interest or performance allocation.” It calls the figure an estimate based on historic returns, so it moves with performance as well as with what the fund buys. The T. Rowe Price OHA Flexible Credit Income Fund, 31.2% of the portfolio, charges its own fees on top of the fund’s, which the report acknowledges: “The fund will indirectly bear its pro rata portion of the underlying OHA Funds’ fees and expenses as an acquired fund fee and expense.”

None of this means the fund is expensive or cheap. It means the 1.62% figure is the least complete of the numbers available.

What the fund held on August 31, 2026

Total investments were $41.357 million at a cost of $40.273 million, 100.2% of net assets, a gain of $1.084 million in two months. By category, private credit was 31.2%, private equity 29.3%, private infrastructure 15.4%, private real estate 15.1% and leveraged loans 7.5%. The fund reports $24.668 million of restricted securities, 59.8% of net assets, and Level 3 holdings of $7.713 million, 18.7% of net assets (our arithmetic). It had no unfunded commitments to underlying funds. Portfolio turnover was 1.3%.

The Class I NAV rose from $25.00 to $25.77 and total return was 3.08%, not annualized, in two months; Class A returned 2.96% and Class D 3.04%. The report warns that these GAAP figures “may differ from the net asset value and total returns for shareholder transactions.” The repurchase notice put the NAV at $25.78 for Class I, $25.76 for Class D and $25.72 for Class A on October 6, 2026. Two months is not a record. It shows that the fund deployed $40 million quickly, 97.5% of it in Class I (our arithmetic).

The first repurchase offer

The Form N-23C3A filed October 13, 2026 announces the first quarterly offer. The repurchase period runs from October 26 to November 24, 2026. Requests must reach the fund by the close of the New York Stock Exchange on November 24, 2026, a deadline the notice says “will be strictly observed,” through the fund’s transfer agent or the investor’s intermediary. The fund expects to price at the NAV of November 24 and to pay within three business days, and no later than seven calendar days. Tenders can be withdrawn or changed until the deadline, and the fund charges no fee for handling requests, though intermediaries may.

The offer is for 5% of outstanding shares. The prospectus says “it is likely that the Fund may offer to repurchase only the minimum amount of 5%.” If holders tender more, the fund may buy up to 2% of outstanding shares more; beyond that it takes shares pro rata, and unfilled holders wait for the next offer. On the 1,601,920 shares outstanding on August 31, 2026, 5% is 80,096 shares, about $2.1 million at $25.78 (our arithmetic); the real count on November 24 will be higher because the fund sells shares continuously. The fund held no repurchase offers before this one.

The notice also says “Any repurchase of Shares by the Fund pursuant to this repurchase offer is a taxable event,” and describes two possible treatments for tendering holders, a sale or exchange or, in some cases, a dividend. That is a reason to ask a tax professional before tendering.

How the fee table compares with two other funds

The three are not like for like. JPMorgan’s fund is a private equity fund with a 2.00% fee on shares sold within a year, and Capital Group KKR’s has a different asset mix. What the table shows is how much of each headline depends on a waiver: none for JPMorgan, 0.15 percentage points for Capital Group KKR, and 0.50 percentage points for T. Rowe Price Goldman Sachs, about a fifth of the 2.30% investors pay today (our arithmetic). More on the others in our pages on JPMorgan Private Markets Fund and the Capital Group KKR interval funds.

What changed in the last 60 days

• October 21, 2026: the first Form N-CSRS, for July 1 to August 31, 2026.
• October 13, 2026: the notice of the first repurchase offer (Form N-23C3A).
• September 24, 2026: a supplement to the statements of additional information adding two independent trustees effective September 22, 2026.
• June 29, 2026: the registration statement was declared effective. The prospectus is dated July 1, 2026.

What a reader can do with this

• Compare the same column. Put the prospectus total after waiver (2.30% for Class I, 2.65% for Class D, 3.15% for Class A) next to the same column for any other fund, and put the total before waiver next to it too. The 1.62% net ratio is not comparable with a fee-table total because it leaves out acquired fund fees.
• Mark the dates. The 0.50% management fee returns after June 30, 2027 unless the adviser extends the holiday, and the 1.00% operating expense limit ends April 30, 2028. A holder who stays past those dates is paying the before-waiver column, which is $1,250 a year more per $250,000 in Class I (our arithmetic).
• Read the recoupment sentence. Amounts Price Associates waives under the expense limitation can be repaid by the fund for three years if net assets grow. Today’s $188,000 is small; the same mechanism applies to every later waiver.
• Know the exit before the entry. The first window closes November 24, 2026 and is for 5% of shares. The fund has no history yet of proration, and no history of anything else; the interval structure is a promise to make an offer, not to buy everything tendered. Our page on what an interval fund is explains Rule 23c-3, and the list of interval funds shows how others have fared.
• Retirement accounts. The prospectus says 401(k) plans and IRAs may buy shares and that, because the fund is a registered investment company, its assets are not “plan assets” under ERISA. In a workplace 401(k) the plan sponsor decides what is on the menu; the Class A and D minimum of $2,500 applies to retirement accounts. See our 401(k) alternative investments page for the Labor Department’s status and the other funds that are available.
• Where it sits among private equity funds. The fund is one of several evergreen funds open to individuals; our private equity funds guide lists all of them with eligibility and fees.

FAQ

All figures are from SEC filings of the T. Rowe Price Goldman Sachs Private Markets Fund (CIK 2097666) read on EDGAR on October 23, 2026: the Form N-CSRS for the period ended August 31, 2026 (filed October 21, 2026, accession 0001193125-26-427342); the prospectus text in the Form N-2/A filed June 26, 2026 (accession 0001999371-26-013633), the last full amendment before the June 29, 2026 effective date, so the final prospectus may differ in small ways; the Form N-23C3A of October 13, 2026 (accession 0001999371-26-022594); the 424B3 supplement of September 24, 2026 (accession 0001999371-26-021204); and the EDGAR filing record. Comparison fee tables come from the JPMorgan Private Markets Fund Form 486BPOS of July 29, 2026 (CIK 1940499, accession 0001193125-26-324178) and the Capital Group KKR Multi-Sector+ Form 486BPOS of March 10, 2026 (CIK 2040318, accession 0001104659-26-025880). Costs on $250,000, the 0.15 percentage point REIT fee, the 2.45% and 2.95% floors, shares of expenses waived, shares of net assets by sponsor, 5% of shares and the Level 3 share of net assets are our arithmetic. This is analysis of public documents, not investment, legal or tax advice.