For more information about the Fund, please refer to www.GSAMFUNDS.com. There, you can learn more about the Funds investment strategies, holdings, and
performance.
GOLDMAN SACHS MLP AND ENERGY RENAISSANCE FUND
Statement of Assets and Liabilities
May 31, 2022 (Unaudited)
|
|
|
|
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|
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|
|
|
|
|
|
|
|
Assets: |
|
|
|
|
|
|
Investments of unaffiliated issuers, at value (cost $238,782,728) |
|
$ |
284,731,037 |
|
|
|
|
|
|
Cash |
|
|
1,168,307 |
|
|
|
|
|
|
Foreign currencies, at value (cost $5,283) |
|
|
5,287 |
|
|
|
|
|
|
Receivables: |
|
|
|
|
|
|
|
|
|
Current taxes |
|
|
1,308,724 |
|
|
|
|
|
|
Dividends |
|
|
231,128 |
|
|
|
|
|
|
Prepaid state and local franchise taxes |
|
|
320,211 |
|
|
|
|
|
|
Other assets |
|
|
19,446 |
|
|
|
|
|
|
Total assets |
|
|
287,784,140 |
|
|
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
|
Payables: |
|
|
|
|
|
|
|
|
|
Borrowings on credit facility |
|
|
27,500,000 |
|
|
|
|
|
|
Professional fees |
|
|
274,367 |
|
|
|
|
|
|
Management fees |
|
|
235,375 |
|
|
|
|
|
|
Fund shares repurchased |
|
|
197,764 |
|
|
|
|
|
|
Interest on borrowing |
|
|
89,307 |
|
|
|
|
|
|
Distributions payable |
|
|
19,020 |
|
|
|
|
|
|
Accrued expenses |
|
|
281,814 |
|
|
|
|
|
|
Total liabilities |
|
|
28,597,647 |
|
|
|
|
|
|
|
|
|
|
Net Assets: |
|
|
|
|
|
|
|
|
|
Paid-in capital |
|
|
1,271,888,069 |
|
|
|
|
|
|
Total distributable earnings (loss) |
|
|
(1,012,701,576 |
) |
|
|
|
|
|
NET ASSETS |
|
$ |
259,186,493 |
|
|
|
|
|
|
Shares Outstanding $0.001 par value (unlimited shares authorized): |
|
|
16,110,650 |
|
|
|
|
|
|
Net asset value per share: |
|
|
$16.09 |
|
|
|
|
8 |
|
The accompanying notes are an integral part of these financial statements. |
GOLDMAN SACHS MLP AND ENERGY RENAISSANCE FUND
Statement of Operations
For the Six Months Ended May 31, 2022 (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment income: |
|
|
|
|
|
|
|
|
|
Dividends unaffiliated issuers (net of foreign withholding taxes of $76,485) |
|
$ |
8,856,479 |
|
|
|
|
|
|
Dividends affiliated issuers |
|
|
848 |
|
|
|
|
|
|
Less: Return of Capital on Dividends |
|
|
(7,227,943 |
) |
|
|
|
|
|
Total investment income |
|
|
1,629,384 |
|
|
|
|
|
|
|
|
|
|
Expenses: |
|
|
|
|
|
|
|
|
|
Management fees |
|
|
1,293,281 |
|
|
|
|
|
|
Professional fees |
|
|
332,287 |
|
|
|
|
|
|
Interest on borrowings |
|
|
185,867 |
|
|
|
|
|
|
Trustee fees |
|
|
61,776 |
|
|
|
|
|
|
Printing and mailing costs |
|
|
54,814 |
|
|
|
|
|
|
Custody, accounting and administrative services |
|
|
44,262 |
|
|
|
|
|
|
Transfer Agency fees |
|
|
7,850 |
|
|
|
|
|
|
Other |
|
|
22,512 |
|
|
|
|
|
|
Total operating expenses |
|
|
2,002,649 |
|
|
|
|
|
|
Less expense reductions |
|
|
(311 |
) |
|
|
|
|
|
Net operating expenses, before income taxes |
|
|
2,002,338 |
|
|
|
|
|
|
NET INVESTMENT LOSS, BEFORE INCOME TAXES |
|
|
(372,954 |
) |
|
|
|
|
|
Current and deferred tax benefit |
|
|
27 |
|
|
|
|
|
|
NET INVESTMENT LOSS |
|
|
(372,927 |
) |
|
|
|
|
|
|
|
|
|
Realized and unrealized gain (loss): |
|
|
|
|
|
|
|
|
|
Net realized gain (loss) from: |
|
|
|
|
|
|
|
|
|
Investments unaffiliated issuers |
|
|
1,144,682 |
|
|
|
|
|
|
Foreign currency transactions |
|
|
(1,011 |
) |
|
|
|
|
|
Current and deferred tax expense |
|
|
(81 |
) |
|
|
|
|
|
Net change in unrealized gain (loss) on: |
|
|
|
|
|
|
|
|
|
Investments unaffiliated issuers |
|
|
60,640,351 |
|
|
|
|
|
|
Unfunded PIPE commitment |
|
|
96,563 |
|
|
|
|
|
|
Foreign currency translation |
|
|
3,375 |
|
|
|
|
|
|
Current and deferred tax expense |
|
|
(4,320 |
) |
|
|
|
|
|
Net realized and unrealized gain |
|
|
61,879,559 |
|
|
|
|
|
|
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS |
|
$ |
61,506,632 |
|
|
|
|
The accompanying notes are an integral part of these financial statements. |
|
9 |
GOLDMAN SACHS MLP AND ENERGY RENAISSANCE FUND
Statements of Changes in Net Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Six Months Ended May 31, 2022 (Unaudited) |
|
|
For the Fiscal Year Ended November 30, 2021 |
|
|
|
From operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment loss, net of taxes |
|
$ |
(372,927 |
) |
|
$ |
(2,367,624 |
) |
|
|
|
|
|
|
Net realized gain, net of taxes |
|
|
1,143,590 |
|
|
|
71,564,544 |
|
|
|
|
|
|
|
Net change in unrealized gain (loss), net of
taxes |
|
|
60,735,969 |
|
|
|
(12,925,973 |
) |
|
|
|
|
|
|
Net increase in net assets resulting from operations |
|
|
61,506,632 |
|
|
|
56,270,947 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions to shareholders: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From distributable earnings |
|
|
(5,661,220 |
) |
|
|
(10,656,942 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
From share transactions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of shares repurchased as a result of the Share
Repurchase Program |
|
|
(1,066,165 |
) |
|
|
(9,999,989 |
) |
|
|
|
|
|
|
Net decrease in net assets resulting from share transactions |
|
|
(1,066,165 |
) |
|
|
(9,999,989 |
) |
|
|
|
|
|
|
TOTAL INCREASE |
|
|
54,779,247 |
|
|
|
35,614,016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of period |
|
|
204,407,246 |
|
|
|
168,793,230 |
|
|
|
|
|
|
|
End of period |
|
$ |
259,186,493 |
|
|
$ |
204,407,246 |
|
|
|
|
10 |
|
The accompanying notes are an integral part of these financial statements. |
GOLDMAN SACHS MLP AND ENERGY RENAISSANCE FUND
Financial Highlights
Selected Share Data for a Share Outstanding Throughout Each Period
|
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|
|
|
|
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|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goldman Sachs MLP and Energy Renaissance Fund |
|
|
|
|
|
Six Months Ended May 31, 2022 (Unaudited) |
|
|
Year Ended November 30, |
|
|
|
|
|
2021 |
|
|
2020 |
|
|
2019 |
|
|
2018 |
|
|
2017 |
|
|
|
Per Share Data* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, beginning of period |
|
$ |
12.62 |
|
|
$ |
9.80 |
|
|
$ |
37.08 |
|
|
$ |
52.20 |
|
|
$ |
54.45 |
|
|
$ |
68.04 |
|
|
|
|
|
|
|
|
|
|
|
Net investment loss(a) |
|
|
(0.02 |
) |
|
|
(0.14 |
)(b) |
|
|
(4.06 |
) |
|
|
(1.08 |
) |
|
|
(1.35 |
) |
|
|
(1.89 |
) |
|
|
|
|
|
|
|
|
|
|
Net realized and unrealized gain (loss) |
|
|
3.82 |
|
|
|
3.48 |
|
|
|
(21.31 |
) |
|
|
(8.28 |
) |
|
|
4.86 |
|
|
|
(5.94 |
) |
|
|
|
|
|
|
|
|
|
|
Total from investment operations |
|
|
3.80 |
|
|
|
3.34 |
|
|
|
(25.37 |
) |
|
|
(9.36 |
) |
|
|
3.51 |
|
|
|
(7.83 |
) |
|
|
|
|
|
|
|
|
|
|
Distributions to shareholders from net investment income |
|
|
(0.35 |
) |
|
|
(0.65 |
) |
|
|
|
|
|
|
(0.18 |
) |
|
|
(3.87 |
) |
|
|
(3.15 |
) |
|
|
|
|
|
|
|
|
|
|
Distributions to shareholders from return of
capital |
|
|
|
|
|
|
|
|
|
|
(1.91 |
) |
|
|
(5.58 |
) |
|
|
(1.89 |
) |
|
|
(2.61 |
) |
|
|
|
|
|
|
|
|
|
|
Total distributions |
|
|
(0.35 |
) |
|
|
(0.65 |
) |
|
|
(1.91 |
) |
|
|
(5.76 |
) |
|
|
(5.76 |
) |
|
|
(5.76 |
) |
|
|
|
|
|
|
|
|
|
|
Fund Share Transactions from Share Repurchase
Program |
|
|
0.02 |
|
|
|
0.13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, end of period |
|
|
16.09 |
|
|
|
12.62 |
|
|
|
9.80 |
|
|
|
37.08 |
|
|
|
52.20 |
|
|
|
54.45 |
|
|
|
|
|
|
|
|
|
|
|
Market price, end of period |
|
$ |
13.10 |
|
|
$ |
10.44 |
|
|
$ |
7.69 |
|
|
$ |
35.28 |
|
|
$ |
47.79 |
|
|
$ |
51.03 |
|
|
|
|
|
|
|
|
|
|
|
Total return based on net asset value(c) |
|
|
31.11 |
% |
|
|
36.93 |
% |
|
|
(70.47 |
)% |
|
|
(18.85 |
)% |
|
|
6.31 |
% |
|
|
(12.32 |
)% |
|
|
|
|
|
|
|
|
|
|
Total return based on market price(c) |
|
|
29.04 |
% |
|
|
44.36 |
% |
|
|
(75.64 |
)% |
|
|
(15.66 |
)% |
|
|
3.86 |
% |
|
|
(12.38 |
)% |
|
|
|
|
|
|
|
|
|
|
Net assets, end of period (in 000s) |
|
|
259,186 |
|
|
|
204,407 |
|
|
|
168,793 |
|
|
|
327,684 |
|
|
|
460,938 |
|
|
|
479,443 |
|
|
|
|
|
|
|
|
|
|
|
Ratio of net expenses to average net assets after interest expense and tax benefit/(expenses)(d) |
|
|
1.63 |
%(e) |
|
|
2.07 |
% |
|
|
26.26 |
% |
|
|
2.78 |
% |
|
|
3.46 |
% |
|
|
2.79 |
% |
|
|
|
|
|
|
|
|
|
|
Ratio of net expenses to average net assets after interest expense and before tax
benefit/(expenses) |
|
|
1.63 |
%(e) |
|
|
1.83 |
% |
|
|
26.27 |
% |
|
|
3.48 |
% |
|
|
2.88 |
% |
|
|
3.03 |
% |
|
|
|
|
|
|
|
|
|
|
Ratio of total expenses to average net assets before interest expense and tax
benefit/(expenses) |
|
|
1.56 |
%(e) |
|
|
1.74 |
% |
|
|
2.21 |
% |
|
|
1.77 |
% |
|
|
1.65 |
% |
|
|
1.68 |
% |
|
|
|
|
|
|
|
|
|
|
Ratio of net investment loss to average net
assets(f) |
|
|
(0.32 |
)%(e) |
|
|
(1.17 |
)% |
|
|
(25.67 |
)% |
|
|
(2.09 |
)% |
|
|
(2.28 |
)% |
|
|
(2.78 |
)% |
|
|
|
|
|
|
|
|
|
|
Portfolio turnover rate(g) |
|
|
12 |
% |
|
|
248 |
% |
|
|
61 |
% |
|
|
69 |
% |
|
|
61 |
% |
|
|
31 |
% |
|
|
|
|
|
|
|
|
|
|
Asset coverage, end of period per $1,000(h) |
|
$ |
10,425 |
|
|
$ |
10,085 |
|
|
$ |
|
|
|
$ |
2,618 |
|
|
$ |
2,983 |
|
|
$ |
2,998 |
|
|
* |
|
On April 13, 2020, the Fund effected a 9-for-1 reverse share split. All per share data prior to April 13, 2020 has been adjusted
to reflect the reverse share split. |
|
(a) |
|
Calculated based on the average shares outstanding methodology. |
|
(b) |
|
Reflects income recognized from special dividends which amounted to $0.03 per share and 0.23% of average net assets. |
|
(c) |
|
Total returns are calculated assuming purchase of a share at the market price or NAV on the first day and sale of a share at the market price or NAV on the last day of the period reported. Dividends and distributions,
if any, are assumed, for purposes of this calculation, to be reinvested at prices obtained under the Funds dividend reinvestment plan. Total return does not reflect brokerage commissions or sales charges in connection with the purchase or sale
of Fund shares. Total returns for periods less than one full year are not annualized. |
|
(d) |
|
Current and deferred tax expense/benefit for the ratio calculation is derived from the net investment income (loss), and realized and unrealized gains (losses). |
|
(e) |
|
Annualized with the exception of tax expenses/(benefit) and interest expense (including breakage fees). |
|
(f) |
|
Current and deferred tax expense/benefit for the ratio calculation is derived from the net investment income (loss) only. |
|
(g) |
|
The Funds portfolio turnover rate is calculated in accordance with regulatory requirements, without regard to transactions involving short term investments. If such transactions were included, the Funds
portfolio turnover rate may be higher. On September 25, 2020, Goldman Sachs MLP and Energy Renaissance Fund acquired all of the net assets of Goldman Sachs MLP Income Opportunities Fund pursuant to an Agreement and Plan of Reorganization.
Portfolio turnover excludes purchases and sales of securities by Goldman Sachs MLP Income Opportunities Fund (acquired fund) prior to the reorganization date. |
|
(h) |
|
Calculated by dividing the Funds Managed Assets by the amount of borrowings outstanding under the credit facility at period end. |
|
|
|
The accompanying notes are an integral part of these financial statements. |
|
11 |
GOLDMAN SACHS MLP AND ENERGY RENAISSANCE FUND
Notes to Financial Statements
May 31, 2022 (Unaudited)
The Goldman Sachs MLP and Energy Renaissance Fund (the Fund) is a non-diversified, closed-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act) and the Securities Act of 1933, as amended (the 1933 Act). The Fund was
organized as a Delaware statutory trust on July 7, 2014. The shares of the Fund are listed on the New York Stock Exchange (NYSE) and trade under the symbol GER.
Goldman Sachs Asset Management, L.P. (GSAM), an affiliate of Goldman Sachs & Co. LLC, serves as investment adviser to the
Fund pursuant to a management agreement (the Agreement) with the Fund.
|
2. SIGNIFICANT ACCOUNTING POLICIES |
The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of
America (GAAP) 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. The Fund is an investment company under GAAP
and follows the accounting and reporting guidance applicable to investment companies.
A. Investment
Valuation The Funds valuation policy is to value investments at fair value.
B. Investment Income and Investments Investment income includes interest income, dividend income, net of any foreign withholding taxes, and less
any amounts reclaimable. Interest income is accrued daily and adjusted for amortization of premiums and accretion of discounts. Dividend income is recognized on ex-dividend date or, for certain foreign
securities, as soon as such information is obtained subsequent to the ex-dividend date. Non-cash dividends, if any, are recorded at the fair market value of the
securities received. Investment transactions are reflected on trade date. Realized gains and losses are calculated using identified cost. Investment transactions are recorded on the following business day for daily net asset value (NAV)
calculations. Distributions from master limited partnerships (MLPs) are generally recorded based on the characterization reported on a Funds schedule K-1 received from the MLPs. The Fund
records its pro-rata share of the income/loss and capital gains/losses, allocated from the underlying partnerships and adjust the cost basis of the underlying partnerships accordingly.
C. Expenses Expenses incurred by the Fund, which may not
specifically relate to the Fund, may be shared with other registered investment companies having management agreements with GSAM or its affiliates, as appropriate. These expenses are allocated to the Fund on a straight-line and/or pro-rata basis depending upon the nature of the expenses and are accrued daily.
D. Distributions to Shareholders While the Fund seeks to
distribute substantially all of the Funds distributable cash flow received as cash distributions from MLPs, interest payments received on debt securities owned by the Fund and other payments on securities owned by the Fund, less Fund expenses,
in order to permit the Fund to maintain more stable quarterly distributions, the distributions paid by the Fund may be more or less than the amount of net distributable earnings actually earned by the Fund. These distributions could include a return
of a shareholders invested capital which would reduce the Funds NAV.
The characterization of distributions to
shareholders for financial reporting purposes is determined in accordance with federal income tax rules, which may differ from GAAP. Certain components of the Funds net assets on the Statement of Assets and Liabilities reflect permanent
GAAP/Tax differences based on the appropriate tax character.
E. Income Taxes The Fund does not intend to qualify as a regulated investment company pursuant to Subchapter M of the Internal Revenue Code of 1986, as amended, but will rather be taxed as a corporation. As a result, the
Fund is obligated to pay federal, state and local income tax on its taxable income. The Fund invests primarily in MLPs, which generally are treated as partnerships for federal income tax purposes. As a limited partner in the MLPs, the Fund must
report its allocable share of the MLPs taxable income or loss in computing its own taxable income or loss.
The Funds tax
expense or benefit is included in the Statement of Operations based on the component of income or gains/ losses to which such expense or benefit relates. Deferred income taxes reflect the net tax effects of temporary differences between the carrying
amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Such temporary differences are principally: (i) taxes on unrealized gains/losses, which are attributable to the temporary
difference between fair market value and tax basis, (ii) the net tax effects of temporary differences between the carrying amounts of assets and
12
GOLDMAN SACHS MLP AND ENERGY RENAISSANCE FUND
|
2. SIGNIFICANT ACCOUNTING POLICIES (continued) |
liabilities for financial reporting and income tax purposes, and (iii) the net tax benefit of accumulated net operating losses and capital loss carryforwards. The Fund will accrue a deferred
income tax liability balance, at the currently effective statutory United States (U.S.) federal income tax rate plus an estimated state and local income tax rate, for its future tax liability associated with the capital appreciation
of its investments and the distributions received by the Fund on interests of MLPs considered to be return of capital and for any net operating gains. The Fund may also record a deferred tax asset balance, which reflects an estimate of the
Funds future tax benefit associated with net operating losses, capital loss carryforwards, and/or unrealized losses.
To the extent
the Fund has a deferred tax asset, consideration is given to whether or not a valuation allowance, which would offset the value of some or all of the deferred tax asset balance, is required. A valuation allowance is required if based on the
evaluation criterion provided by Accounting Standards Codification (ASC) 740, Income Taxes (ASC 740) it is more likely than not that some portion, or all, of the deferred tax asset will not be realized. The factors considered in
assessing the Funds valuation allowance include: the nature, frequency and severity of current and cumulative losses, the duration of the statutory carryforward periods and the associated risks that operating and capital loss carryforwards may
expire unutilized. From time to time, as new information becomes available, the Fund will modify its estimates or assumptions regarding the deferred tax liability or asset. Unexpected significant decreases in cash distributions from the Funds
MLP investments or significant declines in the fair value of its investments may change the Funds assessment regarding the recoverability of their deferred tax assets and may result in a valuation allowance. If a valuation allowance is
required to reduce any deferred tax asset in the future, it could have a material impact on the Funds NAV and results of operations in the period it is recorded. The Fund will rely to some extent on information provided by MLPs, which may not
be provided to the Fund on a timely basis, to estimate operating income/loss and gains/losses and current taxes and deferred tax liabilities and/or asset balances for purposes of daily reporting of NAVs and financial statement reporting. In
addition, sales of MLP investments will result in allocations to the Fund of taxable ordinary income or loss and capital gain or loss, each in amounts that will not be reported to the Fund until the following year, in magnitudes often not readily
estimable before such reporting is made.
It is the Funds policy to classify interest and penalties associated with underpayment of
federal and state income taxes, if any, as income tax expense on its Statement of Operations. The Fund anticipates filing income tax returns in the U.S. federal jurisdiction and various states, and such returns are subject to examination by the tax
jurisdictions. The Fund has reviewed all major jurisdictions and concluded that there is no significant impact on its net assets and no tax liability resulting from unrecognized tax benefits or expenses relating to uncertain tax positions expected
to be taken on its tax returns.
Return of Capital Estimates Distributions received from the Funds investments in MLPs
generally are comprised of income and return of capital. The Fund records investment income and return of capital based on estimates made at the time such distributions are received. Such estimates are based on historical information available from
each MLP and other industry sources. These estimates may subsequently be revised based on information received from MLPs after their tax reporting periods are concluded.
|
3. INVESTMENTS AND FAIR VALUE MEASUREMENTS |
U.S. GAAP defines the fair value of a financial instrument as the amount that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price); the Funds policy is to use the market approach. GAAP establishes a fair value hierarchy that prioritizes the inputs to
valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level
3 measurements). The level in the fair value hierarchy within which the fair value measurement in its entirety falls shall be determined based on the lowest level input that is significant to the fair value measurement in its entirety. The levels
used for classifying investments are not necessarily an indication of the risk associated with investing in these investments. The three levels of the fair value hierarchy are described below:
Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or
liabilities;
13
GOLDMAN SACHS MLP AND ENERGY RENAISSANCE FUND
Notes to Financial Statements (continued)
May 31, 2022 (Unaudited)
|
3. INVESTMENTS AND FAIR VALUE MEASUREMENTS (continued) |
Level 2 Quoted prices in markets that are not active or financial instruments for which significant inputs are observable
(including, but not limited to, quoted prices for similar investments, interest rates, foreign exchange rates, volatility and credit spreads), either directly or indirectly;
Level 3 Prices or valuations that require significant unobservable inputs (including GSAMs assumptions in determining fair
value measurement).
The Board of Trustees (Trustees) has approved Valuation Procedures that govern the valuation of the portfolio investments
held by the Fund, including investments for which market quotations are not readily available. The Trustees have delegated to GSAM day-to-day responsibility for
implementing and maintaining internal controls and procedures related to the valuation of the Funds portfolio investments. To assess the continuing appropriateness of pricing sources and methodologies, GSAM regularly performs price
verification procedures and issues challenges as necessary to third party pricing vendors or brokers, and any differences are reviewed in accordance with the Valuation Procedures.
A. Level 1 and Level 2 Fair Value Investments
The valuation techniques and significant inputs used in determining the fair values for investments classified as Level 1 and Level 2 are as follows:
Equity Securities Equity securities traded on a United States
(U.S.) securities exchange or the NASDAQ system, or those located on certain foreign exchanges, including but not limited to the Americas, are valued daily at their last sale price or official closing price on the principal exchange or
system on which they are traded. If there is no sale or official closing price or such price is believed by GSAM to not represent fair value, equity securities will be valued at the valid closing bid price for long positions and at the valid closing
ask price for short positions (i.e. where there is sufficient volume, during normal exchange trading hours). If no valid bid/ask price is available, the equity security will be valued pursuant to the Valuation Procedures approved by the Trustees and
consistent with applicable regulatory guidance. To the extent these investments are actively traded, they are classified as Level 1 of the fair value hierarchy, otherwise they are generally classified ss Level 2. Certain equity securities
containing unique attributes may be classified as Level 2.
Unlisted equity securities for which market quotations are available
are valued at the last sale price on the valuation date, or if no sale occurs, at the last bid price, and are generally classified as Level 2.
Private Investments in Public Equities The Fund invests in equity securities of an issuer that are issued through a private investment in public equity
(PIPE) transaction. PIPE transactions typically involve the purchase of securities directly from a publicly traded company or its affiliates in a private placement transaction, typically at a discount to the market price of the
issuers common stock. Securities purchased through PIPE transactions will be restricted from trading and generally considered illiquid until a registration statement for the shares is filed and declared effective. These securities are valued
the same as other equity securities as noted above and generally include a Liquidity Valuation Adjustment (LVA), which is a discount to the market price of an issuers common stock, to reflect trading restrictions. The LVA is based on the
length of the lock-up time period and volatility of the underlying security. Securities purchased through PIPE transactions are classified as Level 2 until such time as the trading restriction is removed.
Money Market Funds Investments in the Goldman Sachs
Financial Square Government Fund Institutional Shares (Underlying Money Market Fund) are valued at the NAV on the day of valuation. These investments are generally classified as Level 1 of the fair value hierarchy. For
information regarding an Underlying Money Market Funds accounting policies and investment holdings, please see the Underlying Money Market Funds shareholder report.
B. Level 3 Fair Value Investments To the extent
that significant inputs to valuation models and other alternative pricing sources are unobservable, or if quotations are not readily available, or if GSAM believes that such quotations do not accurately reflect fair value, the fair value of the
Funds investments may be determined under Valuation Procedures approved by the Trustees. GSAM, consistent with its procedures and applicable regulatory guidance, may make an adjustment to the most recent valuation prices of either domestic or
foreign securities in light of significant events to reflect what it believes to be the fair value of the securities at the time of determining a Funds NAV. To the extent investments are valued using single source broker quotations obtained
directly from the broker or passed through from third party pricing vendors, such investments are classified as Level 3 investments.
14
GOLDMAN SACHS MLP AND ENERGY RENAISSANCE FUND
|
3. INVESTMENTS AND FAIR VALUE MEASUREMENTS (continued) |
Special Purpose Acquisition Companies The Fund invests in stock of,
warrants to purchase stock of, and other interests in, special purpose acquisition companies or similar special purpose entities that pool funds to seek potential merger and acquisition opportunities (collectively, SPACs). SPACs are
companies that have no operations but go public with the intention of merging with or acquiring a company using the proceeds of the SPACs initial public offering. Stock purchased in a SPACs initial public offering are valued the same as
other equity securities as noted above. Certain private SPAC investments (e.g. founder shares and private warrants), however, may be subject to forfeiture or expire worthless if certain events do not take place. A Probability Value
Adjustment (PVA) is applied to such securities until such contingencies have been satisfied. An LVA may also be applied to securities which are subject to externally imposed and legally enforceable trading restrictions. Such positions are generally
classified as Level 3. The Fund may enter into an unfunded commitment to purchase securities in a PIPE transaction and will satisfy the commitment if and when the SPAC completes its merger or acquisition. The Fund may purchase securities in a
SPAC PIPE transaction only upon such contingencies being satisfied. Such investments are valued similar to founder shares mentioned above and are generally classified as Level 3.
C. Fair Value Hierarchy The following is a summary of the Funds
investments classified in the fair value hierarchy as of May 31, 2022:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment Type |
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
|
|
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock(a) |
|
|
|
|
|
MLPs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North America |
|
$ |
202,835,408 |
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
Corporations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Europe |
|
|
2,770,940 |
|
|
|
|
|
|
|
|
|
|
|
|
|
North America |
|
|
79,090,145 |
|
|
|
24,909 |
|
|
|
|
|
|
|
|
|
Warrants |
|
|
|
|
|
|
9,635 |
|
|
|
|
|
|
|
|
|
Total |
|
$ |
284,696,493 |
|
|
$ |
34,544 |
|
|
$ |
|
|
(a) |
|
Amounts are disclosed by continent to highlight the impact of time zone differences between local market close and the calculation of net asset value. Security valuations are based on the principal exchange or system on
which they are traded, which may differ from country of domicile. |
For further information regarding security characteristics,
see the Schedule of Investments.
Total income taxes are computed by applying the federal statutory rate plus a blended state income tax rate. During the six
months ended May 31, 2022, the Fund reevaluated its blended state income tax rate, decreasing the rate from 1.27% to 1.20% due to anticipated changes in state apportionment of income and gains and changes in the corporate tax rates. The
reconciliation between the federal statutory income tax rate of 21% and the effective tax rate on net investment income/loss and realized and unrealized gain/loss is as follows:
|
|
|
|
|
|
|
|
|
Application of statutory income tax rate |
|
$ |
12,916,490 |
|
|
|
21.00 |
% |
State income taxes, net of federal benefit |
|
|
738,085 |
|
|
|
1.20 |
% |
Change in estimated deferred tax rate |
|
|
216,413 |
|
|
|
0.35 |
% |
Effect of permanent differences |
|
|
(130,178 |
) |
|
|
(0.21 |
)% |
Provision to Return Adjustments |
|
|
3,565,709 |
|
|
|
5.80 |
% |
Change in Valuation Allowance |
|
|
(17,302,145 |
) |
|
|
(28.13 |
)% |
Total current and deferred income tax
expense/(benefit), net |
|
$ |
4,374 |
|
|
|
0.01 |
% |
15
GOLDMAN SACHS MLP AND ENERGY RENAISSANCE FUND
Notes to Financial Statements (continued)
May 31, 2022 (Unaudited)
Deferred tax assets and liabilities are measured using effective tax rates expected to apply to taxable income in the years such temporary
differences are realized or otherwise settled. At May 31, 2022, components of the Funds deferred tax assets and liabilities are as follows:
|
|
|
|
|
|
|
Deferred tax assets: |
|
|
|
|
Federal and state net operating loss carryforward see table below for expiration |
|
$ |
12,066,218 |
|
State net operating loss carryforward |
|
|
689,498 |
|
Capital loss carryforward (tax basis) see table below for expiration |
|
|
70,612,609 |
|
Other tax assets |
|
|
1,285,136 |
|
Valuation Allowance |
|
|
(65,515,996 |
) |
Total Deferred Tax assets |
|
$ |
19,137,465 |
|
|
|
Deferred tax liabilities: |
|
|
|
|
Book vs. tax partnership income to be recognized |
|
$ |
(5,021,778 |
) |
Net unrealized gain on investment securities (tax
basis) |
|
|
(14,115,687 |
) |
Total Deferred Tax Liabilities |
|
$ |
(19,137,465 |
) |
Net Deferred Tax Asset/(Liability) |
|
$ |
|
|
At May 31, 2022, the Fund had net operating loss carryforwards, subject to expiration and limitation based
on the fiscal year generated, as follows:
|
|
|
|
|
Expiration |
|
Amount |
|
November 30, 2034 |
|
$ |
4,065 |
|
November 30, 2035 |
|
|
5,073,916 |
|
November 30, 2036 |
|
|
11,085,035 |
|
November 30, 2037 |
|
|
18,966,377 |
|
November 30, 2038 |
|
|
10,122,513 |
|
Indefinite |
|
|
12,206,273 |
|
The Tax Cuts and Jobs Act (TCJA) was signed into law on December 22, 2017. The TCJA made
modifications to the net operating loss (NOL) deduction. The TCJA eliminated the NOL carryback ability and replaced the 20 year carryforward period with an indefinite carryforward period for any NOLs arising in tax years beginning after
December 31, 2017. The TCJA also established a limitation for any NOLs generated in tax years beginning after December 31, 2017 to the lesser of the aggregate of available NOLs or 80% of taxable income before any NOL utilization.
The Coronavirus Aid, Relief, and Economic Stability Act (CARES Act) was signed into law on March 27, 2020. The CARES Act delays the
application of the 80% net operating loss limitation, established under TCJA, to tax years ending November 30, 2022 and beyond.
At
May 31, 2022, the Fund had capital loss carryforwards, subject to expiration and limitation based on the fiscal year generated, as follows:
|
|
|
|
|
Expiration |
|
Amount |
|
November 30, 2024 |
|
$ |
80,555,708 |
|
November 30, 2025 |
|
|
237,519,106 |
|
16
GOLDMAN SACHS MLP AND ENERGY RENAISSANCE FUND
The Fund reviews the recoverability of its deferred tax assets based upon the weight of the available evidence. When assessing, the Funds
management considers available carrybacks, reversing temporary taxable differences, and tax planning, if any. As a result of its analysis of the recoverability of its deferred tax assets, the Fund recorded the following valuation allowances as of
May 31, 2022:
|
|
|
|
|
Goldman Sachs MLP and
Energy Renaissance Fund |
|
$ |
65,515,996 |
|
As of May 31, 2022, components of the Funds current and deferred tax expense/(benefit) are as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current |
|
|
Deferred |
|
|
Total |
|
Federal |
|
$ |
|
|
|
$ |
16,120,648 |
|
|
$ |
16,120,648 |
|
State |
|
|
4,374 |
|
|
|
1,181,497 |
|
|
|
1,185,871 |
|
Valuation Allowance |
|
|
|
|
|
|
(17,302,145 |
) |
|
|
(17,302,145 |
) |
Total |
|
$ |
4,374 |
|
|
$ |
|
|
|
$ |
4,374 |
|
At May 31, 2022, gross unrealized appreciation and depreciation of investments, based on cost for federal
income tax purposes was as follows:
|
|
|
|
|
Tax Cost |
|
$ |
198,523,818 |
|
Gross unrealized gain |
|
|
97,877,625 |
|
Gross unrealized loss |
|
|
(11,670,406 |
) |
Net unrealized gain (loss) |
|
$ |
86,207,219 |
|
Any difference between cost amounts for financial statement and federal income tax purposes is due primarily to
wash sales and timing differences related to the tax treatment of partnership investments.
For the six months ended May 31, 2022, the
Funds distributions are estimated to be comprised of 100% from taxable income and 0.00% return of capital. Shareholders will be informed of the final tax characterization of the distributions in February 2023. The Funds tax years ended
November 30, 2018 through November 30, 2021 remain open for examination by U.S. and state tax authorities. Management of the Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized
tax benefits or expenses will significantly change in the next 12 months.
|
5. AGREEMENTS AND AFFILIATED TRANSACTIONS |
A. Management Agreement Under
the Funds Agreement, GSAM manages the Fund, subject to the general supervision of the Board of Trustees.
As compensation for
the services rendered pursuant to the Agreement, the assumption of the expenses related thereto and administration of the Funds business affairs, including providing facilities, GSAM is entitled to a management fee, accrued daily and paid
monthly, equal to an annual percentage rate of 1.00% of the Funds average daily managed assets for the six months ended May 31, 2022. Managed assets are defined as total assets of the Fund (including any assets attributable to borrowings
for investment purposes) minus the sum of all accrued liabilities (other than liabilities representing indebtedness for investment purposes).
The Fund invests in Institutional Shares of the Goldman Sachs Financial Square Government Fund, which is an affiliated Underlying Money Market
Fund. GSAM has agreed to waive a portion of its management fee payable by the Fund in an amount equal to the management fee it earns as investment adviser to the affiliated Underlying Money Market Fund in which the Fund invests. For the six months
ended May 31, 2022, GSAM waived $311 of the Funds management fees.
17
GOLDMAN SACHS MLP AND ENERGY RENAISSANCE FUND
Notes to Financial Statements (continued)
May 31, 2022 (Unaudited)
|
5. AGREEMENTS AND AFFILIATED TRANSACTIONS (continued) |
B. Other Transactions with Affiliates For the six months ended
May 31, 2022, Goldman Sachs earned $9,248 in brokerage commissions from portfolio transactions on behalf of the Fund.
The table
below shows the transactions in and earnings from investments in all affiliated fund as of and for the six months ended May 31, 2022:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underlying Money Market Fund |
|
Beginning Value as of
November 30, 2021 |
|
|
Purchases at Cost |
|
|
Proceeds from Sales |
|
|
Ending
Value as of
May 31, 2022 |
|
|
Shares as of May 31, 2022 |
|
|
Dividend Income |
|
Goldman Sachs Financial Square Government Fund
Institutional Shares |
|
$ |
|
|
|
$ |
9,367,819 |
|
|
$ |
(9,367,819 |
) |
|
$ |
|
|
|
|
|
|
|
$ |
848 |
|
C. Financing Agreement
The Fund has entered into an evergreen fixed/floating rate margin loan facility (the Credit Facility) with a major U.S. financial institution. The Credit Facility provides for borrowings in an aggregate amount up to $30,000,000.
Borrowings under the Credit Facility, which are secured by certain assets of the Fund, bear interest subject to a Funds election of fixed rate and/or floating rate borrowings. The interest rates for the fixed rate borrowings are based on the
lenders internal fixed rates plus a mutually agreed-upon spread. The interest rates for the floating rate borrowings are based on variable rates (i.e., LIBOR) plus market spreads. The Fund also pays an unused commitment fee of 0.20% per annum.
Interest is accrued daily and paid quarterly. Under the terms of the Credit Facility, in the event of an early termination of any fixed rate
borrowing(s), the Fund will receive or pay any gain or loss associated with the lenders interest rate hedge, which could be material in certain
circumstances, as well as any related termination costs (Breakage Fees/Expenses). For the six months ended May 31, 2022, the fund did not have any Breakage Fees.
The Fund had borrowings from December 1, 2021 through May 31, 2022. During this period the Fund had an average outstanding balance and
weighted average annual interest rate of $25,068,681 and 1.404%, respectively. As of May 31, 2022, there was $27,500,000 of outstanding borrowings under the Credit Facility at a weighted average annual interest rate of 1.919%.
|
6. PORTFOLIO SECURITIES TRANSACTIONS |
The cost of purchases and proceeds from sales and maturities of long-term securities for the six months ended May 31, 2022,
were $32,466,664 and $30,500,394, respectively.
The Funds risks include, but are not limited to, the following:
Investments in Other Investment Companies As a shareholder of another
investment company, the Fund will indirectly bear its proportionate share of any net management fees and other expenses paid by such other investment companies, in addition to the fees and expenses regularly borne by the Fund.
Leverage Risk The Fund may use leverage to seek to achieve its
investment objective. The use of leverage creates an opportunity for increased net investment income dividends, but also creates risks for the investors. There is no assurance that the Funds intended leveraging strategy will be successful.
Leverage involves risks and special considerations, including the likelihood of greater volatility of NAV, market price and dividend rate than a comparable portfolio without leverage; the risk that fluctuations in interest rates on borrowings and
short-term debt or in the interest or dividend rates on any leverage that the Fund must pay will reduce the Funds return; the effect of leverage in a declining market, which is likely to cause a greater decline in the NAV than if the Fund were
not leveraged, which may result in a greater decline in the market price; the investment advisory fees payable to the Investment Adviser will be higher than if the Fund did not use financial leverage; and that leverage may increase operating costs,
which may reduce total return. The use of leverage may impact the Funds ability to declare dividends and distributions; the Fund
18
GOLDMAN SACHS MLP AND ENERGY RENAISSANCE FUND
|
7. OTHER RISKS (continued) |
is generally not permitted to declare cash dividends or other distributions unless, at the time of such declaration, the value of the Funds assets, less liabilities other than the principal
amount of borrowings, is at least 300% of such principal amount (after deducting the amount of such dividend or distribution). This prohibition does not apply to privately arranged debt that is not intended to be publicly distributed (i.e., the
Funds Credit Facility, as discussed above). Under the terms of the Credit Facility, in the event of an early termination of any fixed rate borrowing, the Fund will receive or pay any gain or loss associated with the lenders interest rate
hedge, which could be material in certain circumstances, as well as any related termination costs.
Liquidity Risk The Fund may make investments that are illiquid or that may become less liquid in response to market developments or adverse investor perceptions. Illiquid investments may be more difficult to value.
Market and Credit Risks An investment in the Fund represents
an indirect investment in the securities owned by the Fund, a significant portion of which are traded on a national securities exchange. The value of these securities, like other investments, may move up or down, sometimes rapidly and unpredictably.
The Fund may utilize leverage, which magnifies the market risk.
Additionally, the Fund may also be exposed to credit risk in the
event that an issuer fails to perform or that an institution or entity with which the Fund has unsettled or open transactions defaults.
Market Discount Risk Shares of closed-end investment companies frequently trade at a discount from their NAV. This
characteristic is a risk separate and distinct from the risk that the Funds NAV could decrease as a result of its investment activities and may be greater for investors expecting to sell their shares in a relatively short period of time
following completion of the Funds initial offering. Although the value of the Funds net assets is generally considered by market participants in determining whether to purchase or sell shares, whether investors will realize gains or
losses upon the sale of their shares will depend entirely upon whether the market price of the shares at the time of sale is above or below the investors adjusted tax cost basis for the shares. Because the market price of the shares will be
determined by factors such as (i) NAV, (ii) dividend and distribution levels and their stability (which will in turn be affected by levels of dividend and interest payments by the Funds portfolio holdings, the timing and success of the
Funds investment strategies, regulations affecting the timing and character of Fund distributions, Fund expenses and other factors), (iii) supply of and demand for the shares, (iv) trading volume of the shares, (v) general market,
interest rate and economic conditions and (vi) other factors that may be beyond the control of the Fund. The Fund cannot predict whether the shares will trade at, below or above NAV or at, below or above the initial public offering price.
Master Limited Partnership Risk Investments in securities of
MLPs involve risks that differ from investments in common stocks, including risks related to limited control and limited rights to vote on matters affecting the MLP, risks related to potential conflicts of interest between the MLP and the MLPs
general partner, cash flow risks, dilution risks, limited liquidity and risks related to the general partners right to require unit-holders to sell their common units at an undesirable time or price.
MLP Tax Risk. MLPs are generally treated as partnerships for U.S. federal income tax purposes. Partnerships do not pay U.S. federal income tax at the
partnership level. Rather, each partner is allocated a share of the partnerships income, gains, losses, deductions and expenses. A change in current tax law or a change in the underlying business mix of a given MLP could result in an MLP being
treated as a corporation for U.S. federal income tax purposes, which would result in the MLP being required to pay U.S. federal income tax (as well as state and local income taxes) on its taxable income. This would have the effect of reducing the
amount of cash available for distribution by the MLP and could result in a reduction in the value of the Funds investment in the MLP and lower income to the Fund.
To the extent a distribution received by the Fund from an MLP is treated as a return of capital, the Funds adjusted tax basis in the
interests of the MLP will be reduced, which may increase the Funds tax liability upon the sale of the interests in the MLP or upon subsequent distributions in respect of such interests.
Non-Diversification Risk The
Fund is non-diversified, meaning that it is permitted to invest a larger percentage of its assets in one or more issuers or in fewer issuers than diversified mutual funds. Thus, the Fund may be more
susceptible to adverse developments affecting any single issuer held in its portfolio, and may be more susceptible to greater losses because of these developments.
19
GOLDMAN SACHS MLP AND ENERGY RENAISSANCE FUND
Notes to Financial Statements (continued)
May 31, 2022 (Unaudited)
|
7. OTHER RISKS (continued) |
Private Investment Risk The Fund may invest in PIPE securities. PIPE
transactions typically involve the purchase of securities directly from a publicly traded company or its affiliates in a private placement transaction, typically at a discount to the market price of the companys common stock. In a PIPE
transaction, the Fund may bear the price risk from the time of pricing until the time of closing. Equity issued in this manner is often subject to transfer restrictions and is therefore less liquid than equity issued through a registered public
offering. The Fund may be subject to lock-up agreements that prohibit transfers for a fixed period of time. In addition, because the sale of the securities in a PIPE transaction is not registered under the
Securities Act, the securities are restricted and cannot be immediately resold into the public markets. The ability of the Fund to freely transfer
restricted shares is conditioned upon, among other things, the SECs preparedness to declare the resale registration statement effective and the
issuers right to suspend the Funds use of the resale registration statement if the issuer is pursuing a transaction or some other material non-public event is occurring. Accordingly, PIPE
securities may be subject to risks associated with illiquid securities.
Sector Risk To the extent the Fund focuses its investments in securities of issuers in one or more sectors (such as the energy sector), the Fund will be subject, to a greater extent than if its investments were
diversified across different sectors, to the risks of volatile economic cycles and/or conditions and developments that may be particular to that sector, such as: adverse economic, business, political, environmental or other developments.
Special Purpose Acquisition Companies Risk The Fund may invest in stock,
warrants, and other securities of special purpose acquisition companies (SPACs) or similar special purpose entities that pool funds to seek potential acquisition opportunities. Because SPACs and similar entities are in essence blank
check companies without operating history or ongoing business other than seeking acquisitions, the value of their securities is particularly dependent on the ability of the entitys management to identify and complete a profitable acquisition.
An investment in a SPAC is subject to a variety of risks, including that (i) a portion of the monies raised by the SPAC for the purpose of effecting an acquisition or merger may be expended prior to the transaction for payment of taxes and
other purposes; (ii) prior to any acquisition or merger, a SPACs assets are typically invested in government securities, money market funds and similar investments whose returns or yields may be significantly lower than those of the
Funds other investments; (iii) the Fund generally will not receive significant income from its investments in SPACs (both prior to and after any acquisition or merger) and, therefore, the Funds investments in SPACs will not
significantly contribute to the Funds distributions to shareholders; (iv) an attractive acquisition or merger target may not be identified at all, in which case the SPAC will be required to return any remaining monies to shareholders;
(v) if an acquisition or merger target is identified, the Fund may elect not to participate in the proposed transaction or the Fund may be required to divest its interests in the SPAC due to regulatory or other considerations, in which case the
warrants or other rights with respect to the SPAC held by the Fund may expire worthless or may be repurchased or retired by the SPAC at an unfavorable price; (vi) any proposed merger or acquisition may be unable to obtain the requisite
approval, if any, of SPAC shareholders; (vii) under any circumstances in which the Fund receives a refund of all or a portion of its original investment (which typically represents a pro rata share of the proceeds of the SPACs assets,
less any applicable taxes), the returns on that investment may be negligible, and the Fund may be subject to opportunity costs to the extent that alternative investments would have produced higher returns; (viii) to the extent an acquisition or
merger is announced or completed, shareholders who sell their shares prior to that time may not reap any resulting benefits; (ix) the Fund may be delayed in receiving any redemption or liquidation proceeds from a SPAC to which it is entitled;
(x) an acquisition or merger once effected may prove unsuccessful and an investment in the SPAC may lose value; (xi) an investment in a SPAC may be diluted by additional later offerings of interests in the SPAC or by other investors
exercising existing rights to purchase shares of the SPAC; (xii) only a thinly traded market for shares of or interests in a SPAC may develop, or there may be no market at all, leaving the Fund unable to sell its interest in a SPAC or to sell
its interest only at a price below what the Fund believes is the SPAC interests intrinsic value; and (xiii) the values of investments in SPACs may be highly volatile and may depreciate significantly over time.
Strategy Risk The Funds strategy of investing primarily in MLPs,
resulting in its being taxed as a corporation, or a C corporation, rather than as a regulated investment company for U.S. federal income tax purposes, involves complicated accounting,
20
GOLDMAN SACHS MLP AND ENERGY RENAISSANCE FUND
|
7. OTHER RISKS (continued) |
tax and valuation issues. Volatility in the NAV may be experienced because of the use of estimates at various times during a given year that may result in unexpected and potentially significant
consequences for the Fund and its shareholders.
Tax Risks Tax risks
associated with investments in the Fund include but are not limited to the following:
Fund Structure Risk. Unlike traditional mutual funds
that are structured as regulated investment companies for U.S. federal income tax purposes, the Fund will be taxable as a regular corporation, or C corporation, for U.S. federal income tax purposes. This means the Fund generally will be
subject to U.S. federal income tax on its taxable income at the rates applicable to corporations, and will also be subject to state and local income taxes.
Tax Estimation/NAV Risk. In calculating the Funds daily NAV, the Fund will, among other things, include its current taxes and deferred tax
liability and/or asset balances and related valuation balances, if any. The Fund may accrue a deferred income tax liability balance, at the currently effective statutory U.S. federal income tax rate (currently 21%) plus an estimated state and local
income tax rate, for its future tax liability associated with the capital appreciation of its investments and the distributions received by the Fund on interests of MLPs considered to be return of capital and for any net operating gains. Any
deferred tax liability balance will reduce the Funds NAV which could have an effect on the market price of the shares. The Fund may also record a deferred tax asset balance, which reflects an estimate of the Funds future tax benefit
associated with net operating losses, capital loss carryforwards, and/or unrealized losses. Any deferred tax asset balance will increase the Funds NAV to the extent it exceeds any valuation allowance which could have an effect on the market
price of the shares. The Fund will rely to some extent on information provided by MLPs, which may not be provided to the Fund on a timely basis, to estimate current taxes and deferred tax liability and/or asset balances for purposes of financial
statement reporting and determining its NAV. The daily estimate of the Funds current taxes and deferred tax liability and/or asset balances used to calculate the Funds NAV could vary significantly from the Funds actual tax
liability or benefit, and, as a result, the determination of the Funds actual tax liability or benefit may have a material impact on the Funds NAV. From time to time, the Fund may modify its estimates or assumptions regarding its current
taxes and deferred tax liability and/or asset balances as new information becomes available, which modifications in
estimates or assumptions may have a
material impact on the Funds NAV.
Under the Trusts organizational documents, its Trustees, officers, employees and agents are indemnified, to the extent
permitted by the Act and state law, against certain liabilities that may arise out of performance of their duties to the Fund. Additionally, in the course of business, the Fund enters into contracts that contain a variety of indemnification clauses.
The Funds maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, GSAM believes the risk of loss under these arrangements to be remote.
Pursuant to an effort to consolidate the membership of the Board of Trustees of the Fund (the Board) with the Board
of Trustees of each of Goldman Sachs Trust II, Goldman Sachs ETF Trust and Goldman Sachs Real Estate Diversified Income Fund, at a meeting held on July 22, 2021, the Board voted to nominate Cheryl K. Beebe and Lawrence Hughes for election as Class I
Trustees and John F. Killian and Steven D. Krichmar as Class III Trustees (the Nominees) of the Fund at a virtual special joint meeting of shareholders held on December 3, 2021. Each of the Nominees currently serves as a Trustee of
Goldman Sachs Trust II. If elected, the Nominees will serve as Trustees alongside the current Trustees of the Fund. The Fund will bear a portion of the proxy solicitation, shareholder meeting and other related costs and GSAM has agreed to reimburse
the Fund if such expenses increase the Funds total expense ratio by more than a specified percentage. This annual report is not a proxy statement. Information regarding the election of the Nominees is contained in the proxy materials filed
with the SEC. The proxy statement has been mailed to shareholders of record, and shareholders can also access the proxy statement, and any other relevant documents, on the SECs website.
21
GOLDMAN SACHS MLP AND ENERGY RENAISSANCE FUND
Notes to Financial Statements (continued)
May 31, 2022 (Unaudited)
|
10. SUMMARY OF SHARE TRANSACTIONS |
Share Repurchase Program At a meeting held on December 2, 2020, the
Board of Trustees of the Fund approved a share repurchase program effective from January 2, 2021 through December 31, 2021 (the Prior Repurchase Program). Under the Prior Repurchase Program, the Fund was authorized to
repurchase in the open market, up to $10 million of its outstanding common shares, if such shares were trading at a discount to NAV per share in excess of 10%, subject to certain conditions and in accordance with procedures approved by the
Funds Board of Trustees. The share repurchases under the Prior Repurchase Program were completed on June 17, 2021. At a meeting held on April 19, 2022, the Board of Trustees of the Fund approved another share repurchase program
effective from May 15, 2022 through April 30, 2023 (the Current Repurchase Program). Under the Current Repurchase Program, the Fund is authorized to repurchase in the open market, up to $10 million of its outstanding
common shares, if such shares are trading at a discount to NAV per share in excess of 10%, subject to certain conditions and in accordance with procedures approved by the Funds Board of Trustees. The number of shares repurchased and their
total costs for the six months ended May 31, 2022 and the fiscal year ended November 30, 2021 are reported in the table below.
Share
activity is as follows:
|
|
|
|
|
|
|
|
|
|
|
MLP and Energy Renaissance Fund |
|
|
|
|
|
For the Six Months Ended May 31, 2022 (Unaudited) |
|
For the Fiscal Year Ended November 30, 2021 |
|
|
|
Common Shares |
|
Shares |
|
Dollars |
|
Shares |
|
Dollars |
|
|
|
Shares repurchased as a result of the Share
Repurchase Program |
|
(83,754) |
|
$(1,066,165) |
|
(1,025,126) |
|
$(9,999,989) |
Subsequent events after the Statement of Assets and Liabilities date, other than above have been evaluated and GSAM has
concluded that there is no impact requiring adjustment or disclosure in the financial statements.
22
GOLDMAN SACHS MLP AND ENERGY RENAISSANCE FUND
ADDITIONAL INFORMATION (Unaudited)
A. Dividend Reinvestment Plan Under the Dividend
Reinvestment Plan (the Plan) for the Fund, dividends and/or distributions to a shareholder will automatically be reinvested in additional shares of the Fund. Each registered shareholder may elect to have dividends and distributions
distributed in cash (i.e., opt-out) rather than participate in the Plan. For any registered shareholder that does not so elect (each, a Participant and collectively,
Participants), dividends and/or distributions on such shareholders shares will be reinvested by the Computershare Trust Company, N.A (the Plan Agent), as agent for shareholders in administering the Plan, in additional
shares, as set forth below. Participation in the Plan is completely voluntary, and may be terminated or resumed at any time without penalty by Internet, telephone or written notice if received and processed by the Plan Agent prior to the dividend
record rate; otherwise such termination or resumption will be effective with respect to any subsequently declared dividend or other distribution. Participants who hold their shares through a broker or other nominee and who wish to elect to receive
any dividends and distributions in cash must contact their broker or nominee.
The Plan Agent will open an account for each
shareholder under the Plan in the same name in which such shareholder is registered. Whenever the Fund declares a dividend or other distribution (together, a Dividend) payable in cash,
non-participants in the Plan will receive cash and Participants will receive the equivalent in shares. The shares will be acquired by the Plan Agent for the Participants accounts, depending upon the
circumstances described below, either through (i) receipt of additional unissued but authorized shares from the Fund (Newly Issued Shares) or (ii) by purchase of outstanding shares on the open market (Open-Market
Purchases) on the NYSE or elsewhere.
If, on the payment date for any Dividend (the Dividend Payment Date), the NAV per
share is equal to or less than the closing market price plus estimated per share fees (which include any applicable brokerage commissions the Plan Agent is required to pay) (such condition often referred to as a premium), the Plan Agent
will invest the Dividend amount in Newly Issued Shares on behalf of the Participants. The number of Newly Issued Shares to be credited to each Participants account will be determined by dividing the dollar amount of the Dividend by the NAV per
share on the Dividend Payment Date, provided that, if the NAV is less than or equal to 95% of the closing market price on the Dividend Payment Date, the dollar amount of the Dividend will be divided by 95% of the closing market price per share on
the Dividend Payment Date. If, on the Dividend Payment Date, the NAV per share is greater than the closing market price per share plus per share fees (such condition referred to as a market discount), the Plan Agent will invest the
Dividend amount in shares acquired on behalf of the Participants in Open-Market Purchases. During the Open Market Purchase Period (as defined below), the Plan Agent will purchase shares only if the market price of the shares plus estimated per share
fees (which include any applicable brokerage commissions the Plan Agent is required to pay) is lower than the NAV per share as of the previous business day. Such Open-Market Purchases shall continue on each successive business day until the entire
Dividend amount has been invested pursuant to Open-Market Purchases; provided, however, that if (a) the market discount shifts to a market premium, or (b) the Open Market Purchases have not been completed by the Last Purchase
Date (as defined below), the Plan Agent will cease making Open-Market Purchases and shall invest the entire uninvested portion of the Dividend amount in Newly Issued Shares in the manner contemplated above.
The term Last Purchase Date shall mean the last business day before the next date on which the shares trade on an ex-dividend basis or 30 days after the Dividend Payment Date, whichever is sooner.
Open-market purchases may be made on any securities exchange where shares are traded, in the over-the-counter market or in negotiated transactions, and may be on such terms as to price, delivery and otherwise as the Plan Agent shall determine. It is contemplated that the Fund will pay quarterly
Dividends.
The Plan Agent maintains all Participants accounts in the Plan and furnishes written confirmation of all transactions in
the accounts, including information needed by Participants for tax records. Shares in the account of each Participant will be held by the Plan Agent on behalf of the Participant in book entry form in the Plan Agents name or the Plan
Agents nominee. Each shareholder proxy will include those shares purchased or received pursuant to the Plan. The Plan Agent will forward all proxy solicitation materials to Participants and vote proxies for shares held under the Plan in
accordance with the instructions of the Participants.
In the case of shareholders such as banks, brokers or nominees which hold shares for
others who are the beneficial owners, the Plan Agent will administer the Plan on the basis of the number of shares certified from time to time by the record shareholder and held for the account of beneficial owners who participate in the Plan.
Any stock dividends or split of shares distributed by the Fund on shares held by the Plan Agent for Participants will be credited to their
accounts. In the event that the Fund makes available to its shareholders rights to purchase additional shares or other securities, the shares held for each Participant under the Plan will be added to other shares held by the Participant in
calculating the number of rights to be issued to each Participant.
The Plan Agents fees for the handling of the reinvestment of
dividends and distributions will be paid by the Fund. However, each Participant will pay a per share (currently $0.05) fee incurred in connection with Open Market Purchases. If a Participant elects by telephone, Internet or written notice to the
Plan Agent to have the Plan Agent sell all or a part of his or her shares and remit the
23
GOLDMAN SACHS MLP AND ENERGY RENAISSANCE FUND
proceeds to the Participant, the Plan Agent is authorized to deduct a $15 sales transaction fee per trade and a per share fee of $0.12 from such proceeds. All
per share fees include any applicable brokerage commissions the Plan Agent is required to pay.
If a Participant elects by telephone,
Internet or written notice to the Plan Agent to have the Plan Agent sell all or a part of his or her shares and remit the proceeds to the Participant, the Plan Agent will process all sale instructions received no later than
five (5) business days after the date on which the order is received. Such sale will be made through the Plan Agents broker on the relevant market and the sale price will not be determined until such time as the broker completes the
sale. In each case, the price to each Participant shall be the weighted average sale price obtained by the Plan Agents broker net of fees for each aggregate order placed by the Plan Agent and executed by the broker. To maximize cost savings,
the Plan Agent will seek to sell shares in round lot transactions. For this purpose, the Plan Agent may combine a Participants shares with those of other selling Participants.
Each Participant may withdraw shares or terminate his or her account under the Plan by so notifying the Plan Agent by telephone, through the
internet or in writing prior to the dividend record date (each such notification, a Termination Notice). Such Termination Notice will be effective immediately so long as the Plan Agent receives a Termination Notice prior to any dividend
or distribution record date; otherwise such termination or resumption will be effective with respect to any subsequently declared dividend or other distribution. Upon any withdrawal or termination, the Plan Agent will cause to be delivered to each
terminating Participant a statement of holdings for the appropriate number of the Funds whole book-entry shares and a check for the cash adjustment of any fractional share at the market value per share as of the close of business on the day
the termination is effective less any applicable fee.
Upon receipt of a Dividend by a Participant, the Participant will be treated for
federal income tax purposes as receiving a taxable distribution. As such, the automatic reinvestment of Dividends does not relieve Participants of any taxes which may be payable (or required to be withheld) on Dividends, even though no cash is
received by the Participants. Participants will receive tax information annually for their personal records and to help them prepare their federal income tax return. For further information as to tax consequences of participation in the Plan,
Participants should consult with their own tax advisors.
The Fund reserves the right to amend or terminate the Plan upon notice in writing
to each Participant at least 30 days prior to any record date for the payment of any dividend or distribution by the Fund. There is no direct transaction fee to Participants with regard to purchases in the Plan; however, the Fund reserves the right
to amend the Plan to include a transaction fee payable by the Participants. Notice will be sent to Participants of any amendments as soon as practicable after such action by the Fund.
All correspondence from a registered owner of shares concerning the Plan should be directed to the Plan Agent at Computershare Trust Company,
N.A, P.O. 505000, Louisville, KY 40233, with overnight correspondence being directed to the Plan Agent at Computershare Trust Company, N.A, 462 South 4th Street, Suite 1600, Louisville, KY 40202;
by calling 855-807-2742; or through the Plan Agents website at www.computershare.com/investor. Participants who hold their shares through a broker or other
nominee should direct correspondence or questions concerning the Plan to their broker or nominee.
Fund Certification
The Fund is listed for trading on the NYSE. The Fund will continue to file their annual chief executive officer certifications regarding compliance with the NYSEs listing standards no
more than 30 days after the Funds annual shareholder meeting.
24
GOLDMAN SACHS MLP AND ENERGY RENAISSANCE FUND
PRIVACY NOTICE
(Applicable only to individual, joint, and individual retirement account (IRA) investors)
The Goldman Sachs financial services companies endeavor to maintain the highest standards of confidentiality and to respect the privacy of our client relationships.
In that regard, we are providing this Privacy Notice to our clients in accordance with Title V of the Gramm-Leach-Bliley Act of 1999 and its implementing regulations. This notice supplements any privacy policies or statements that we may provide in
connection with specific products or services.
The Information We Collect About You. The non-public personal information we collect about you (your Information) comes primarily from the account applications or other forms you submit to us.
We may also collect Information about your transactions and experiences with us, our affiliates, or others relating to the products or services we provide. Also, depending on the products or services you require, we may obtain additional Information
from consumer reporting agencies.
Our Disclosure Policies. We do not disclose your Information to anyone, except as permitted by law. This may include sharing your Information with non-affiliated companies that perform support
services for your account or process your transactions with us or our affiliates. It may also include sharing your Information with our affiliates to bring you the full range of services and products available from the Goldman Sachs family of
financial services companies, including our U.S. and international brokerage, asset management, advisory, and trust services companies. Additionally, it may include disclosing your Information pursuant to your express consent, to fulfill your
instructions, or to comply with applicable laws and regulations.
Our Information Security Policies.
We limit access to your Information to those of our employees and service providers who are involved in offering or administering the products or services that we offer. We maintain
physical, electronic, and procedural safeguards that are designed to comply with federal standards to safeguard your Information. If our relationship ends, we will continue to treat your Information as described in this Privacy Notice.
This notice is being provided on behalf of the following affiliates of The Goldman Sachs Group, Inc.:
Goldman Sachs Asset Management, L.P.
Goldman Sachs Asset Management International
GS Investment Strategies, LLC
Goldman Sachs Hedge Fund Strategies, LLC
The family of funds managed by the affiliates listed above
25
GOLDMAN SACHS MLP AND ENERGY RENAISSANCE FUND