No-Action Letter - Blackstone Private Credit Fund

June 4, 2026

RESPONSE OF THE OFFICE OF CHIEF COUNSEL
DIVISION OF INVESTMENT MANAGEMENT

Re: Blackstone Private Credit Fund

In your June 4, 2026 letter on behalf of Blackstone Private Credit Fund ("BCRED"), Blackstone Private Credit Strategies LLC ("BPCS") and Blackstone Credit BDC Advisors LLC ("BCBA" and, collectively with BCRED and BPCS, the "Requestors"), you request our assurance that we would not recommend enforcement action to the Securities and Exchange Commission (the "Commission") against the Requestors under Sections 18(a)(2), 18(c), 18(i) and 61(a) of the Investment Company Act of 1940, as amended (the "Investment Company Act"), if BCRED relies on its multi-class exemptive order to issue multiple classes of shares (the "Order")[1] by complying with Rule 2310 of the FINRA Manual ("FINRA Rule 2310") but without calculating "the sales charge cap on a per Share basis, such that underwriting compensation paid with respect to each individual Share will not exceed 10% of the offering price of such Share." You further request that our position equally apply to a multi-class business development company ("BDC") that may issue shares on a private placement basis and that is subject to the same cap on a per share basis under its exemptive order.[2]

Background

You state the following:

• BCRED is a closed-end management investment company that has elected to be regulated as a BDC under the Investment Company Act. BCRED publicly offers its common shares of beneficial interest ("Common Shares" or "Shares") on a continuous basis pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"). BCRED relies on the Order to offer multiple classes of Common Shares.
• FINRA Rule 2310 applies to unlisted continuously publicly offered BDCs, like BCRED, because such BDCs' offerings meet the definition of a "direct participation program" ("DPP") under the rule.[3] FINRA Rule 2310 caps the amount of (i) organization and offering expenses at 15% of gross proceeds and (ii) all items of compensation from whatever source payable to underwriters, broker-dealers and affiliates thereof at 10% of gross proceeds (the "FINRA 10% Cap"). In accordance with the representations in the application for the Order, each class of BCRED's Shares complies with the FINRA 10% Cap. Multi-class BDCs that issue shares on a private placement basis also must comply with FINRA Rule 2310 and the FINRA 10% Cap under the terms of their orders.[4]
• In addition to the FINRA 10% Cap, the application for the Order states that BCRED intends "to calculate the sales charge cap on a per Share basis, such that underwriting compensation paid with respect to each individual Share will not exceed 10% of the offering price of such Share." You refer to this as the "Per-Share Cap." The same representation regarding calculating the sales charge cap on a per-share basis has been included in BDC multi-class exemptive relief applications for privately-offered BDCs.[5]

Analysis

You contend that requiring BCRED to calculate the Per-Share Cap introduces additional operational complexity that makes reliance on the Order excessively costly and burdensome. You note that no similar cap is included in multi-class exemptive orders the Commission has issued to registered closed-end management investment companies.

In support of your view, you note that compliance with calculating the FINRA 10% Cap entails tracking underwriting compensation paid as a percentage of the gross proceeds of the overall offering. The overall offering covers successive three-year periods and thus each "new" registration statement filed under Rules 415(a)(5)-(6) under the Securities Act is a new offering for purposes of applying and tracking the FINRA 10% Cap. You state that if and when the FINRA 10% Cap is hit for a three-year period within the overall offering, all Shares sold in that offering are converted together to a Share class that does not pay ongoing underwriting compensation.

You note that in addition to the FINRA 10% Cap, compliance with calculating the Per-Share Cap entails tracking underwriting compensation on an account-by-account and lot-by-lot basis since underwriting compensation and the velocity of its accrual can vary based on a variety of factors. You argue that the Per-Share Cap thus presents operational complexity with the share conversion process because accounts or lots convert every month for BCRED, as opposed to one mass conversion for all shares issued in an offering when and if the FINRA 10% Cap is reached. You submit that the added transaction volume for BCRED and BCRED's transfer agent requires added time, effort, coordination and manpower for BCRED's distribution partners to process the conversion transactions.

You further assert that calculating the Per-Share Cap necessitates the creation, distribution and review of significant amounts of reporting by BCRED and BCRED's transfer agent on a monthly basis to ensure and confirm compliance, which you represent is different and additional to what is required for compliance with FINRA Rule 2310. You represent that the need for all activity at BCRED to be separately tracked and processed at its distribution partners adds operational strain to such distribution partners' systems.

You state that calculating the Per-Share Cap is not only burdensome but unnecessary and may put investment products on unequal footing. In your view, the FINRA 10% Cap provides the same investor protections for investors in (i) unlisted continuously publicly offered and (ii) privately-offered multi-class BDCs that Rule 2341 of the FINRA Manual ("FINRA Rule 2341") provides for (i) unlisted continuously-offered registered closed-end management investment companies that offer multiple classes of common shares ("Multi-Class CEFs") pursuant to exemptive relief substantially identical to the Order, and (ii) registered open-end management investment companies that offer multiple classes of common shares ("Multi-Class OEFs").

In particular, you state that for Multi-Class CEFs and Multi-Class OEFs with an asset-based sales charge, FINRA Rule 2341(d)(2) applies a cap that is based on "total new gross sales (excluding sales from the reinvestment of distributions and exchanges of shares between investment companies in a single complex, between classes of an investment company with multiple classes of shares or between series of a series investment company) plus interest charges on such amount equal to the prime rate plus one percent per annum."[6] You analogize this cap under FINRA Rule 2341 to the FINRA 10% Cap as both are generally based on the gross proceeds of an offering. You further note that the exemptive orders permitting Multi-Class CEFs do not include a Per-Share Cap.[7]

Based on your facts and representations, the Staff would not recommend enforcement action to the Commission under Sections 18(a)(2), 18(c), 18(i) and 61(a) against the Requestors if BCRED relies on the Order by complying with FINRA Rule 2310 but without calculating "the sales charge cap on a per Share basis, such that underwriting compensation paid with respect to each individual Share will not exceed 10% of the offering price of such Share." Our no-action position equally applies to a multi-class BDC that may issue shares on a private placement basis that is subject to the Per-Share Cap under its exemptive order.[8]

Our letter provides our position on enforcement action only and does not provide any legal conclusions on the issues presented. Because our position is based on all of the facts and representations made in your letter, you should note that any different facts and circumstances might require a different conclusion. This letter reflects the views of the staff of the Division of Investment Management. It is not a rule, regulation, or statement of the Commission, and the Commission has neither approved nor disapproved its content. This letter, like all staff statements, has no legal force or effect; it does not alter or amend applicable law, and it creates no new or additional obligations for any person.

Thomas M. Ahmadifar

Branch Chief
Division of Investment Management

[1] GSO Asset Management LLC and Blackstone Private Credit Fund, Investment Company Act Rel. Nos. 34011 (Sept. 14, 2020) (notice) and 34044 (Oct. 6, 2020) (order) (File No. 812-15114).

[2] See, e.g., Ares Core Infrastructure Fund, et al., Investment Company Act Rel. Nos. 35494 (Mar. 12, 2025) (notice) and 35523 (Apr. 8, 2025) (order) (File No. 812-15687).

[3] FINRA Rule 2310(a)(4). Continuously-offered non-traded BDCs are DPPs because they provide for flow-through tax consequences and do not meet any of the exclusions under the definition.

[4] See, e.g., Ares Core Infrastructure Fund, et al., supra note 2.

[5] See id.

[6] FINRA Rule 2341(d)(2).

[7] See, e.g., Blackstone / GSO Floating Rate Enhanced Income Fund et al., Investment Company Act Rel. Nos. 32865 (Oct. 23, 2017) (notice) and 32901 (Nov. 20, 2017) (order) (File No. 812-14795); Loomis Sayles Credit Income Opportunities Fund and Loomis, Sayles & Company, L.P., Investment Company Act Rel. Nos. 35907 (Jan. 21, 2026) (notice) and 35965 (Feb. 18, 2026) (order) (File No. 812-15865).

[8] The Staff notes that exemptive orders for privately offered BDCs require compliance with FINRA Rule 2310 as if the rule applies to such BDCs. Seee.g., Ares Core Infrastructure Fund, et al., supra note 2.