UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number: 811-23177
GOEHRING & ROZENCWAJG INVESTMENT FUNDS
(Exact name of Registrant as specified in charter)
110 Wall Street
New York, NY 10005-5991
(Address of principal executive offices) (Zip code)
Registrant’s Telephone Number, including Area Code: (646) 216-9777
Adam A. Rozencwajg
Goehring & Rozencwajg Associates, LLC
110 Wall Street
New York, NY 10005-5991
(Name and address of agent for service)
With copies To:
James M. Forbes, Esq.
Ropes & Gray LLP
Prudential Tower
800 Boylston St.
Boston, MA 02199-3600
Date of fiscal year end:May 31
Date of reporting period:June 1, 2019 – November 30, 2019
Item 1.Report to Stockholders.
TABLE OF CONTENTS
| Manager Commentary | 1 |
| Disclosure of Fund Expenses | 8 |
| Schedule of Investments | 9 |
| Statement of Assets and Liabilities | 12 |
| Statement of Operations | 13 |
| Statements of Changes in Net Assets | 14 |
| Financial Highlights | 15 |
| Notes to Financial Statements | 19 |
| Disclosure Regarding Approval of Fund Advisory Agreement | 27 |
| Additional Information | 29 |
| Goehring & Rozencwajg Resources Fund | Manager Commentary |
November 30, 2019 (Unaudited)
November 30, 2019
Dear Shareholders:
Investment Results
The Goehring & Rozencwajg Resources Fund Retail Share Class fell by 8.85% from May 31st, 2019 until November 30th2019. The Fund trailed the Lipper Natural Resources Index(1), which advanced by 0.20% and the MSCI World Index(2), which advanced by 12.11% between May 31st 2019 and November 30th 2019. The Fund’s investments in oil and gas related equities were the largest detractors to absolute performance, while the Fund’s investments in both precious metal and copper related securities were the largest contributors to absolute performance.
Market Environment
During the period between May 31st and November 30th 2019, commodity prices were mixed and volatile. Energy prices in particular were extremely volatile as oil prices first sold off, then rallied sharply on geopolitical fears before finally selling off again. Gold prices were strong while copper and uranium prices were flat.
Brent crude prices were volatile during the period as investors responded to both changing fundamentals as well as geo-political concerns. From May 31st to August 7th 2019, Brent prices fell by 12.81% eventually reaching $56.23 per barrel on concerns about global economic growth. On September 14th 2019, Saudi Aramco’s Abqaiq oil processing facilities were severely damaged in a series of drone attacks that resulted in the largest single day increase in Brent prices on record. On September 16th 2019, Brent prices surged by 14.61% to reach $69.02 per barrel. Within two weeks however, the Brent price had traded back down to below the pre-attack level. For the period as a whole, Brent prices fell by 3.19% to finish at $62.43 per barrel.
Gold prices rose steadily between May 31st and September 4th 2019, eventually reaching $1,552.55 per ounce – a level not seen since 2013. Gold prices then declined slightly from September 4th to November 30th 2019, ending the period at $1,463.98 per ounce for a gain of 12.13% during the period. Concerns over global geopolitical instability drove gold prices higher as investors sought a “safe-haven” asset.
Copper prices were little changed throughout the period as concerns over trade war rhetoric were balanced out by global mine supply disruptions. Ultimately, copper prices ended the period having advanced by 0.08%. Uranium prices were unchanged over the period on both a spot and term contracts basis.
Grain prices were mixed during the period. Corn prices were impacted by trade war issues and declined by 13.06% from May 31st to November 30th 2019. Soy prices ended the period largely unchanged – down 0.11%. Wheat prices on the other hand were very strong throughout the period, rising by 8.85%. This increase was due to worse than expected growing conditions in the United States.
| Semi-Annual Report | November 30, 2019 | 1 |
| Goehring & Rozencwajg Resources Fund | Manager Commentary |
November 30, 2019 (Unaudited)
Investment Analysis
The Fund’s investments in precious metal and copper related securities were the largest contributors to positive absolute performance. The Fund’s three largest individual contributors to absolute performance were the following:
DGC CN– Shares of Detour Gold Corp rose by 96.37% during the period as Kirkland Lake Gold made a C$4.7 bn acquisition offer for Detour Gold Corp in November 2019. Prior to this, Detour Gold Corp shares rallied on strong quarterly operating results.
ERO CN– Shares of Ero Copper Corp rose by 25.69% during the period, driven by strong exploration and development results at its Curaçá Valley Brazilian copper project.
MOZ CN– Shares of Marathon Gold Corp rose by 41.56% during the period, driven by very strong infill drilling that added to its Valentine Lake reserves, as well as due to a strong gold price.
The Fund’s investments in energy related securities were the largest detractors from absolute performance. The Fund’s three largest individual detractors to absolute performance were the following:
RRC– Shares of Range Resources Corp fell by 55.03% during the period, driven by continued weak US natural gas prices.
VAL– Shares of Valaris PLC fell by 49.10% during the period, driven by continued negative investor sentiment regarding the offshore drilling market and the market belief that a recovery has been pushed out from 2019 to 2020.
APY– Shares of Apergy Corp fell by 17.64% during the period, driven by a reduction in the company’s 2019 earnings estimates and continued investor bearishness towards energy-related investments.
Market Outlook
While the market remains extremely concerned about global growth and the impact of trade war issues, our models continue to tell us that the fundamentals in the global resource markets are strong. Looking to 2020, we believe that factors in global oil production will quickly emerge as a dominant concern among investors. In particular, the US shale basins, which have been critical to global supply growth over the past decade, are now seeing growth slow dramatically. At the same time, non Organization of Petroleum Exporting Countries (“OPEC”) oil production outside the US has been under significant pressure over the past several years as capital has been directed elsewhere and discoveries have slowed. While there are two large projects due to come online in Brazil and Norway, we see little in the way of non-OPEC ex US supply growth after this. As the US shales production slows and the rest of the non-US world are unable to make up the difference, we believe inventories will continue to fall and investor sentiment will turn more positive.
| Goehring & Rozencwajg Resources Fund | Manager Commentary |
November 30, 2019 (Unaudited)
At the same time, global geopolitical concerns have proliferated substantially over the past six months. The attacks on the Straits of Hormuz and Saudi Aramco’s Abqaiq processing facilities have dramatically increased global tensions. We believe investors have once again started and will continue to see gold as a safe haven investment and will continue to direct capital to both the metal and the related mining securities.
Global natural resource prices remain extremely low relative to the broad market and as a result, we believe will remain as excellent long-term value investments. We believe in this cycle, natural resource related investments will again normalize, resulting in strong long-term returns for patient investors.
Adam Rozencwajg, CFA
Goehring & Rozencwajg Associates, LLC
Past performance does not guarantee future results. Fund prices fluctuate as the underlying assets have exposure to market fluctuations and other risks, as described in the Fund’s prospectus. Please visitwww.gr-funds.com or call 1-844-464-6467 to obtain current performance information and for the current prospectus and statement of additional information.
This report is for the information of shareholders of Goehring & Rozencwajg Resources Fund. It is not authorized for distribution to prospective investors unless preceded or accompanied by a prospectus. Please read the prospectus carefully before investing.
The views of Goehring & Rozencwajg Associates, LLC and information discussed in this commentary are as of the date of publication, are subject to change, and may not reflect the writer's current views. The views expressed are those of the author only, and represent an assessment of market conditions at a specific point in time, are opinions only and should not be relied upon as investment advice regarding a particular investment or markets in general. Such information does not constitute a recommendation to buy or sell specific securities or investment vehicles. It should not be assumed that any investment will be profitable or will equal the performance of the Fund or any securities or any sectors mentioned in this letter. The subject matter contained in this letter has been derived from several sources believed to be reliable and accurate at the time of compilation. Neither Goehring & Rozencwajg Associates, LLC nor the Fund accepts any liability for losses either direct or consequential caused by the use of this information.
Diversification does not eliminate the risk of experiencing investment losses.
The Goehring & Rozencwajg Resources Fund is distributed by ALPS Distributors, Inc. Goehring & Rozencwajg is not affiliated with ALPS Distributors, Inc.
The Fund is subject to investment risks, including possible loss of the principal amount invested, and therefore is not suitable for all investors. The Fund may not achieve its objectives.
Adam Rozencwajg is a registered representative of ALPS Distributors, Inc. CFA Institute Marks are trademarks owned by the CFA Institute.
| (1) | Lipper Natural Resources Index is an unmanaged equally weighted index of the largest mutual funds in the Lipper Natural Resources category of funds. Index returns reflect the reinvestment of income dividends and capital gains, if any. The Index is not actively managed and does not reflect any deductions for fees, expenses or taxes. An investor may not invest directly into the Index. |
| Semi-Annual Report | November 30, 2019 | 3 |
| Goehring & Rozencwajg Resources Fund | Manager Commentary |
November 30, 2019 (Unaudited)
| (2) | MSCI All Country World Index (ACWI), a broad-based securities index that will be used as a benchmark for assessing the performance of the Fund. The MSCI ACWI is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of developed and emerging markets. Performance data shown for the MSCI ACWI is net of dividend tax withholding. MSCI data may not be reproduced or used for any other purpose. MSCI provides no warranties, has not prepared or approved this report, and has no liability hereunder. The Index is not actively managed and does not reflect any deductions for fees, expenses or taxes. An investor may not invest directly into the Index. |
| Goehring & Rozencwajg Resources Fund | Manager Commentary |
November 30, 2019 (Unaudited)
AVERAGE ANNUAL TOTAL RETURN (for the period ended November 30, 2019)
| | | | Since | Expense Ratio(2) |
| | 6 Month | 1 Year | Inception(1) | Gross | Net(3) |
| Goehring & Rozencwajg Resources Fund - Institutional - NAV | -8.80% | -25.46% | -15.47% | 2.55% | 0.92% |
| Goehring & Rozencwajg Resources Fund - Retail - NAV | -8.85% | -25.72% | -15.74% | 2.88% | 1.25% |
| MSCI All Country World Index (ACWI)(4) | 12.11% | 13.68% | 11.46% | | |
| Lipper Natural Resources Index(5) | 0.20% | -6.57% | -5.71% | | |
TOP TEN HOLDINGS
(as a % of Net Assets)*
| Cameco Corp. | 5.5% |
| Nutrien Ltd. | 5.3% |
| Barrick Gold Corp. | 4.4% |
| Detour Gold Corp. | 4.4% |
| Uranium Participation Corp. | 4.4% |
| Pioneer Natural Resources Co. | 4.4% |
| CF Industries Holdings, Inc. | 3.9% |
| NAC Kazatomprom JSC | 3.7% |
| Apergy Corp. | 3.7% |
| Mosaic Co. | 3.3% |
| Top Ten Holdings | 43.0% |
INDUSTRY SECTOR ALLOCATION
(as a % of Net Assets)*
| Base Metals | 28.5% |
| Exploration & Production | 21.4% |
| Precious Metal Mining | 16.9% |
| Oil & Gas Services & Equipment | 15.8% |
| Agricultural Chemicals | 15.1% |
| Other Mined Minerals | 0.7% |
| Cash, Cash Equivalents, & Other Net Assets | 1.6% |
| * | Fund holdings and sector allocations are subject to change at any time and are not recommendations to buy or sell any security. Please refer to the Schedule of Investments for a complete list of Fund holdings. Holdings are as of November 30, 2019. |
The performance quoted represents past performance, does not guarantee future results and current performance may be lower or higher than the data quoted. The investment return and principal value of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Shares of the Fund redeemed or exchanged within 30 days of purchase are subject to a 2% redemption fee. Performance does not reflect this fee, which if deducted would reduce an individual’s return. To obtain the Fund’s most recent month-end performance, visit www.gr-funds.com or call 1-844-464-6467. This report is for the information of shareholders of Goehring & Rozencwajg Resources Fund. It is not authorized for distribution to prospective investors unless preceded or accompanied by a prospectus. Please read the prospectus carefully before investing.
The table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
Subject to investment risks, including possible loss of the principal amount invested.
| (1) | The Fund commenced operations on December 30, 2016. |
| (2) | Ratios as of the Prospectus dated September 27, 2019 and may differ from the ratios presented in the Financial Highlights. |
| Semi-Annual Report | November 30, 2019 | 5 |
| Goehring & Rozencwajg Resources Fund | Manager Commentary |
November 30, 2019 (Unaudited)
| (3) | Goehring & Rozencwajg Associates, LLC, the Fund’s investment adviser (the “Adviser”), has contractually agreed to limit the amount of the Fund’s total annual fund operating expenses, exclusive of Acquired Fund Fees and Expenses, brokerage expenses, interest expense, taxes and extraordinary expenses, to 0.92% and 1.25% of the Fund’s average daily net assets for Institutional Class shares and Retail Class shares, respectively. This agreement is in effect through September 30, 2020, may only be terminated before then by the Board of Trustees, and is reevaluated on an annual basis. With respect to the Fund, the Adviser shall be permitted to recover, on a class-by-class basis, expenses it has borne subsequent to the effective date of the agreement described above (whether through reduction of its management fee or otherwise) only to the extent that the Fund’s expenses in later periods fall below the lesser of (1) the expense limit in effect at the time the Adviser waives or limits the expenses and (2) the expense limit in effect at the time the Adviser seeks to recover the expenses; provided, however, that the Fund will not be obligated to pay any such reduced fees and expenses more than three years after the date on which the fee and expense was reduced. |
| (4) | MSCI All Country World Index (ACWI), a broad-based securities index that will be used as a benchmark for assessing the performance of the Fund, and the Lipper Natural Resources Index, an additional comparative index. The MSCI ACWI is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of developed and emerging markets. Performance data shown for the MSCI ACWI is net of dividend tax withholding. MSCI data may not be reproduced or used for any other purpose. MSCI provides no warranties, has not prepared or approved this report, and has no liability hereunder. The Index is not actively managed and does not reflect any deductions for fees, expenses or taxes. An investor may not invest directly into the Index. |
| (5) | Lipper Natural Resources Index is an unmanaged equally weighted index of the largest mutual funds in the Lipper Natural Resources category of funds. Index returns reflect the reinvestment of income dividends and capital gains, if any. The Index is not actively managed and does not reflect any deductions for fees, expenses or taxes. An investor may not invest directly into the Index. |
| Goehring & Rozencwajg Resources Fund | Manager Commentary |
November 30, 2019 (Unaudited)
GROWTH OF $100,000 INVESTMENT IN THE FUND (for the period ended November 30, 2019)
The chart shown above represent a hypothetical investment of $100,000 in the Fund’s Institutional Class shares for the period from inception to November 30, 2019. All returns reflect reinvested dividends, but do not reflect the deduction of taxes that an investor would pay on distributions or redemptions.
Investing in the Fund is subject to investment risks, including possible loss of the principal amount invested.
The Fund also offers Retail Class shares, performance for which is not reflected in the graph above. The performance of Retail Class shares is likely to be lower than the performance of the Institutional Class shares shown in the graphs above because of higher expenses paid by shareholders investing in the Retail Class shares as compared to Institutional Class shares.
| Semi-Annual Report | November 30, 2019 | 7 |
| Goehring & Rozencwajg Resources Fund | Disclosure of Fund Expenses |
November 30, 2019 (Unaudited)
As a shareholder of the Goehring & Rozencwajg Resources Fund (the “Fund”), you will incur two types of costs: (1) transaction costs, including applicable redemption fees; and (2) ongoing costs, including management fees and other Fund expenses. The following examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The examples are based on an investment of $1,000 invested on June 1, 2019 and held until November 30, 2019.
Actual Expenses.The first line of each table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes.The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other mutual funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. The expenses shown in the table are meant to highlight ongoing Fund costs only and do not reflect transaction fees, such as redemption fees or exchange fees. Therefore, the second line of each table below is useful in comparing ongoing costs only, and may not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
| | Beginning Account Value June 1, 2019 | Ending Account Value November 30, 2019 | Expense Ratio(a) | Expenses Paid, and During Period June 1, 2019 - November 30, 2019(b) |
| Institutional Class | | | | |
| Actual | $1,000.00 | $912.00 | 0.92% | $4.40 |
| Hypothetical (5% return before expenses) | $1,000.00 | $1,020.40 | 0.92% | $4.65 |
| Retail Class | | | | |
| Actual | $1,000.00 | $911.50 | 1.25% | $5.97 |
| Hypothetical (5% return before expenses) | $1,000.00 | $1,018.75 | 1.25% | $6.31 |
| (a) | Annualized, based on the Fund’s most recent fiscal half-year expenses. |
| (b) | Expenses are equal to the Fund’s annualized expense ratio, multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half year (183), divided by 366. |
| Goehring & Rozencwajg Resources Fund | Schedule of Investments |
November 30, 2019 (Unaudited)
| Security Description | | Shares | | | Value | |
| COMMON STOCKS (98.2%) | | | | | | | | |
| ENERGY (37.0%) | | | | | | | | |
| Exploration & Production (21.4%) | | | | | | | | |
| Berry Petroleum Corp. | | | 66,690 | | | $ | 531,519 | |
| Bonanza Creek Energy, Inc.(a) | | | 29,690 | | | | 518,387 | |
| Carrizo Oil & Gas, Inc.(a) | | | 49,800 | | | | 319,218 | |
| Centennial Resource Development, Inc. - Class A(a) | | | 50,750 | | | | 156,818 | |
| Concho Resources, Inc. | | | 5,322 | | | | 386,164 | |
| Diamondback Energy, Inc. | | | 8,252 | | | | 638,210 | |
| Encana Corp. | | | 83,413 | | | | 328,647 | |
| Harvest Oil & Gas Corp. | | | 1,386 | | | | 8,316 | |
| Matador Resources Co.(a) | | | 54,640 | | | | 769,331 | |
| Parsley Energy, Inc. - Class A | | | 53,220 | | | | 797,236 | |
| PDC Energy, Inc.(a) | | | 27,230 | | | | 618,938 | |
| Pioneer Natural Resources Co. | | | 11,290 | | | | 1,443,314 | |
| Range Resources Corp. | | | 163,400 | | | | 570,266 | |
| | | | | | | | 7,086,364 | |
| Oil & Gas Services & Equipment (15.6%) | | | | | | | | |
| AKITA Drilling Ltd. - Class A | | | 52,531 | | | | 35,593 | |
| Apergy Corp.(a) | | | 47,340 | | | | 1,209,063 | |
| Basic Energy Services, Inc.(a) | | | 37,280 | | | | 17,112 | |
| CES Energy Solutions Corp. | | | 73,900 | | | | 104,037 | |
| Diamond Offshore Drilling, Inc.(a) | | | 92,400 | | | | 522,060 | |
| Drilling Co. of 1972 A/S(a) | | | 14,200 | | | | 859,775 | |
| Jones Energy II, Inc.(a) | | | 152 | | | | 1,672 | |
| Noble Corp. PLC(a) | | | 178,820 | | | | 189,549 | |
| Oceaneering International, Inc.(a) | | | 76,800 | | | | 1,029,888 | |
| Transocean Ltd.(a) | | | 152,455 | | | | 759,226 | |
| Valaris PLC | | | 100,533 | | | | 428,271 | |
| | | | | | | | 5,156,246 | |
| MATERIALS (61.2%) | | | | | | | | |
| Agricultural Chemicals (15.1%) | | | | | | | | |
| CF Industries Holdings, Inc. | | | 27,990 | | | | 1,293,418 | |
| Corteva, Inc. | | | 32,820 | | | | 853,976 | |
| Mosaic Co. | | | 56,730 | | | | 1,080,707 | |
| Nutrien Ltd. | | | 37,190 | | | | 1,763,550 | |
| | | | | | | | 4,991,651 | |
| Base Metals (28.5%) | | | | | | | | |
| Amerigo Resources Ltd.(a) | | | 556,110 | | | | 209,331 | |
| Cameco Corp. | | | 194,190 | | | | 1,796,257 | |
| Copper Mountain Mining Corp.(a) | | | 384,870 | | | | 168,053 | |
| ERO Copper Corp.(a) | | | 62,330 | | | | 961,955 | |
| Excelsior Mining Corp.(a) | | | 276,910 | | | | 204,300 | |
| First Quantum Minerals Ltd. | | | 49,240 | | | | 450,400 | |
| Hudbay Minerals, Inc. | | | 88,510 | | | | 288,525 | |
See Notes to Financial Statements.
| Semi-Annual Report | November 30, 2019 | 9 |
| Goehring & Rozencwajg Resources Fund | Schedule of Investments |
November 30, 2019 (Unaudited)
| Security Description | | Shares | | | Value | |
| Base Metals (continued) | | | | | | | | |
| Ivanhoe Mines Ltd. - Class A(a) | | | 231,950 | | | $ | 612,922 | |
| Lundin Mining Corp. | | | 106,530 | | | | 576,640 | |
| Mako Mining Corp.(a) | | | 1,168,090 | | | | 197,862 | |
| NAC Kazatomprom JSC(b) | | | 93,104 | | | | 1,233,628 | |
| Southern Copper Corp. | | | 14,800 | | | | 562,844 | |
| Trilogy Metals, Inc.(a) | | | 367,520 | | | | 664,043 | |
| Turquoise Hill Resources Ltd.(a) | | | 99,230 | | | | 45,150 | |
| Uranium Participation Corp.(a) | | | 458,390 | | | | 1,459,753 | |
| | | | | | | | 9,431,663 | |
| Other Mined Minerals (0.7%) | | | | | | | | |
| Mountain Province Diamonds, Inc.(a) | | | 266,760 | | | | 222,919 | |
| | | | | | | | | |
| Precious Metal Mining (16.9%) | | | | | | | | |
| Barrick Gold Corp. | | | 87,090 | | | | 1,463,111 | |
| Detour Gold Corp.(a) | | | 78,930 | | | | 1,461,777 | |
| Endeavour Mining Corp.(a) | | | 29,410 | | | | 561,719 | |
| Golden Star Resources, Ltd.(a) | | | 245,460 | | | | 812,473 | |
| IAMGOLD Corp.(a) | | | 69,250 | | | | 250,685 | |
| Marathon Gold Corp.(a) | | | 392,180 | | | | 451,732 | |
| Maverix Metals, Inc.(a) | | | 54,640 | | | | 223,365 | |
| Roxgold, Inc.(a) | | | 423,010 | | | | 267,506 | |
| TMAC Resources, Inc.(a)(b) | | | 37,760 | | | | 99,211 | |
| | | | | | | | 5,591,579 | |
| TOTAL COMMON STOCKS | | | | | | | | |
| (Cost $43,466,014) | | | | | | | 32,480,422 | |
| | | | | | | | | |
| WARRANTS (0.2%) | | | | | | | | |
| ENERGY (0.2%) | | | | | | | | |
| Oil & Gas Services & Equipment (0.2%) | | | | | | | | |
| Jones Energy II, Inc., Expires 05/17/2024, Strike Price $31.67 | | | 672 | | | | 20 | |
| Tidewater, Inc., Expires 11/14/2042, Strike Price $0.01 | | | 3,561 | | | | 54,448 | |
| | | | | | | | 54,468 | |
| | | | | | | | | |
| TOTAL WARRANTS | | | | | | | | |
| (Cost $132,718) | | | | | | | 54,468 | |
See Notes to Financial Statements.
| Goehring & Rozencwajg Resources Fund | Schedule of Investments |
November 30, 2019 (Unaudited)
| Security Description | | Shares | | | Value | |
| SHORT TERM INVESTMENTS (1.6%) | | | | | | | | |
| Dreyfus Treasury Securities Cash Management, Institutional Class (7 day yield 1.529%) | | | 517,706 | | | $ | 517,706 | |
| | | | | | | | | |
| TOTAL SHORT TERM INVESTMENTS | | | | | | | | |
| (Cost $517,706) | | | | | | | 517,706 | |
| | | | | | | | | |
| TOTAL INVESTMENTS - (100.0%) | | | | | | | | |
| (Cost $44,116,438) | | | | | | | 33,052,596 | |
| | | | | | | | | |
| Liabilities in Excess of Other Assets - (0.0%)(c) | | | | | | | (4,403 | ) |
| | | | | | | | | |
| NET ASSETS - (100.0%) | | | | | | $ | 33,048,193 | |
| (a) | Non-income producing security. |
| (b) | Securities were originally issued pursuant to Regulation S under the Securities Act of 1933, which exempts securities offered and sold outside of the United States from registration. Such securities cannot be sold in the United States without either an effective registration statement filed pursuant to the Securities Act of 1933, or pursuant to an exemption from registration. As of November 30, 2019, the aggregate market value of those securities was $1,332,839, which represents approximately 4.03% of net assets. |
See Notes to Financial Statements.
| Semi-Annual Report | November 30, 2019 | 11 |
| Goehring & Rozencwajg Resources Fund | Statement of Assets and Liabilities |
November 30, 2019 (Unaudited)
| | | | |
| ASSETS: | | | |
| Investments, at value (cost $44,116,438) | | $ | 33,052,596 | |
| Receivable for shares sold | | | 34,000 | |
| Due from adviser | | | 55,558 | |
| Dividends receivable | | | 18,811 | |
| Interest receivable | | | 1,135 | |
| Prepaid assets | | | 5,548 | |
| Total Assets | | | 33,167,648 | |
| | | | | |
| LIABILITIES: | | | | |
| Payable to custodian | | | 11,779 | |
| Payable for shares redeemed | | | 60 | |
| Payable for administration fees | | | 26,228 | |
| Payable for distribution and service fees | | | 10,635 | |
| Payable to chief compliance officer | | | 10,703 | |
| Payable for transfer agency fees | | | 10,635 | |
| Payable for professional fees | | | 43,178 | |
| Accrued expenses and other liabilities | | | 6,237 | |
| Total Liabilities | | | 119,455 | |
| NET ASSETS | | $ | 33,048,193 | |
| | | | | |
| NET ASSETS CONSIST OF: | | | | |
| Paid-in capital (Note 5) | | $ | 48,918,026 | |
| Total distributable earnings | | | (15,869,833 | ) |
| NET ASSETS | | $ | 33,048,193 | |
| | | | | |
| PRICING OF SHARES | | | | |
| Institutional Class: | | | | |
| Net Asset Value, offering and redemption price per share | | $ | 6.01 | |
| Net Assets | | $ | 28,282,302 | |
| Shares of beneficial interest outstanding | | | 4,703,637 | |
| Retail Class: | | | | |
| Net Asset Value, offering and redemption price per share | | $ | 5.97 | |
| Net Assets | | $ | 4,765,891 | |
| Shares of beneficial interest outstanding | | | 798,320 | |
See Notes to Financial Statements.
| Goehring & Rozencwajg Resources Fund | Statement of Operations |
For the Six Months ended November 30, 2019 (Unaudited)
| INVESTMENT INCOME: | | | |
| Dividends | | $ | 228,704 | |
| Foreign taxes withheld | | | (9,544 | ) |
| Total Investment Income | | | 219,160 | |
| | | | | |
| EXPENSES: | | | | |
| Investment advisory fee (Note 6) | | | 154,567 | |
| Administration fee | | | 95,450 | |
| Distribution and service fees | | | | |
| Retail Class | | | 8,218 | |
| Custodian fee | | | 26,368 | |
| Professional fees | | | 52,350 | |
| Transfer agent fee | | | 25,853 | |
| Trustees fees and expenses | | | 21,174 | |
| Registration and filing fees | | | 20,369 | |
| Printing fees | | | 4,797 | |
| Chief compliance officer fee | | | 21,405 | |
| Insurance expense | | | 6,561 | |
| Other expenses | | | 4,220 | |
| Total Expenses | | | 441,332 | |
| Less fees waived/reimbursed by investment adviser | | | | |
| Institutional Class | | | (235,161 | ) |
| Retail Class | | | (39,918 | ) |
| Total fees waived/reimbursed by investment adviser (Note 6) | | | (275,079 | ) |
| Net Expenses | | | 166,253 | |
| NET INVESTMENT INCOME | | | 52,907 | |
| | | | | |
| REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS: | | | | |
| Net realized gain/(loss) on: | | | | |
| Investments | | | (1,812,553 | ) |
| Foreign currency transactions | | | (6,531 | ) |
| Net realized loss | | | (1,819,084 | ) |
| | | | | |
| Change in unrealized appreciation/(depreciation) on: | | | | |
| Investments | | | (1,629,403 | ) |
| Net change in unrealized depreciation | | | (1,629,403 | ) |
| | | | | |
| NET REALIZED AND UNREALIZED LOSS ON INVESTMENTS | | | (3,448,487 | ) |
| NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS | | $ | (3,395,580 | ) |
See Notes to Financial Statements.
| Semi-Annual Report | November 30, 2019 | 13 |
| Goehring & Rozencwajg Resources Fund | Statements of Changes in Net Assets |
| | | For the Six Months Ended November 30, 2019 (Unaudited) | | | For the Year Ended May 31, 2019 | |
| OPERATIONS: | | | | | | |
| Net investment income/(loss) | | $ | 52,907 | | | $ | (145,749 | ) |
| Net realized loss | | | (1,819,084 | ) | | | (2,044,302 | ) |
| Net change in unrealized depreciation | | | (1,629,403 | ) | | | (11,649,398 | ) |
| Net decrease in net assets resulting from operations | | | (3,395,580 | ) | | | (13,839,449 | ) |
| | | | | | | | | |
| DISTRIBUTIONS TO SHAREHOLDERS: | | | | | | | | |
| From distributable earnings | | | | | | | | |
| Institutional | | | – | | | | (242,364 | ) |
| Retail | | | – | | | | (60,622 | ) |
| Total distributions | | | – | | | | (302,986 | ) |
| | | | | | | | | |
| BENEFICIAL SHARE TRANSACTIONS (Note 5): | | | | | | | | |
| Institutional Class | | | | | | | | |
| Shares sold | | | 5,437,028 | | | | 17,438,237 | |
| Dividends reinvested | | | – | | | | 234,504 | |
| Shares redeemed | | | (1,014,114 | ) | | | (6,572,230 | ) |
| Net increase from beneficial share transactions | | | 4,422,914 | | | | 11,100,511 | |
| | | | | | | | | |
| Retail Class | | | | | | | | |
| Shares sold | | | 433,305 | | | | 2,101,601 | |
| Dividends reinvested | | | – | | | | 60,622 | |
| Shares redeemed | | | (111,786 | ) | | | (2,765,366 | ) |
| Net increase/(decrease) from beneficial share transactions | | | 321,519 | | | | (603,143 | ) |
| Net increase/(decrease) in net assets | | | 1,348,853 | | | | (3,645,067 | ) |
| | | | | | | | | |
| NET ASSETS: | | | | | | | | |
| Beginning of year | | | 31,699,340 | | | | 35,344,407 | |
| End of year | | $ | 33,048,193 | | | $ | 31,699,340 | |
See Notes to Financial Statements.
| Goehring & Rozencwajg Resources Fund | Financial Highlights |
| Institutional Class | For a share outstanding throughout the periods presented |
| | | For the Six Months Ended November 30, 2019 (Unaudited) | | | For the Year Ended May 31, 2019 | | | For the Year Ended May 31, 2018 | | | For the Period Ended May 31, 2017(a) | |
| NET ASSET VALUE, BEGINNING OF PERIOD | | $ | 6.59 | | | $ | 9.76 | | | $ | 8.44 | | | $ | 10.00 | |
| | | | | | | | | | | | | | | | | |
| INCOME/(LOSS) FROM OPERATIONS: | | | | | | | | | | | | | | | | |
| Net investment income/(loss)(b) | | | 0.01 | | | | (0.03 | ) | | | (0.04 | ) | | | (0.01 | ) |
| Net realized and unrealized gain/(loss) on investments | | | (0.59 | ) | | | (3.06 | ) | | | 1.42 | | | | (1.55 | ) |
| Total from investment operations | | | (0.58 | ) | | | (3.09 | ) | | | 1.38 | | | | (1.56 | ) |
| | | | | | | | | | | | | | | | | |
| LESS DISTRIBUTIONS: | | | | | | | | | | | | | | | | |
| From net investment income | | | – | | | | (0.08 | ) | | | (0.05 | ) | | | – | |
| From net realized gains on investments | | | – | | | | – | | | | (0.01 | ) | | | – | |
| Total distributions | | | – | | | | (0.08 | ) | | | (0.06 | ) | | | – | |
| NET INCREASE/(DECREASE) IN NET ASSET VALUE | | | (0.58 | ) | | | (3.17 | ) | | | 1.32 | | | | (1.56 | ) |
| NET ASSET VALUE, END OF PERIOD | | $ | 6.01 | | | $ | 6.59 | | | $ | 9.76 | | | $ | 8.44 | |
| | | | | | | | | | | | | | | | | |
| TOTAL RETURN | | | (8.80 | %) | | | (31.67 | %) | | | 16.40 | % | | | (15.60 | %)(c) |
| | | | | | | | | | | | | | | | | |
| SUPPLEMENTAL DATA: | | | | | | | | | | | | | | | | |
| Net assets, End of Period (in 000s) | | $ | 28,282 | | | $ | 26,793 | | | $ | 26,647 | | | $ | 2,935 | |
| | | | | | | | | | | | | | | | | |
| RATIOS TO AVERAGE NET ASSETS | | | | | | | | | | | | | | | | |
| Operating expenses excluding reimbursement/waiver | | | 2.52 | %(d) | | | 2.55 | % | | | 4.21 | % | | | 23.90 | %(d) |
| Operating expenses including reimbursement/waiver | | | 0.92 | %(d) | | | 0.92 | % | | | 0.92 | % | | | 0.92 | %(d) |
| Net investment income/(loss) including reimbursement/waiver | | | 0.34 | %(d) | | | (0.40 | %) | | | (0.45 | %) | | | (0.28 | %)(d) |
| | | | | | | | | | | | | | | | | |
| PORTFOLIO TURNOVER RATE | | | 12 | %(e) | | | 25 | % | | | 15 | % | | | 5 | %(e) |
See Notes to Financial Statements.
| Semi-Annual Report | November 30, 2019 | 15 |
| Goehring & Rozencwajg Resources Fund | Financial Highlights |
| Institutional Class | For a share outstanding throughout the periods presented |
| (a) | The Fund commenced operations on December 30, 2016. |
| (b) | Calculated using the average shares method. |
| (c) | Assumes an initial investment at commencement of operations, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal year. Total returns are for the period indicated and have not been annualized. Total returns would have been lower had certain expenses not been waived during the period. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. |
| (e) | Portfolio turnover rate for periods less than one full year have not been annualized. |
See Notes to Financial Statements.
| Goehring & Rozencwajg Resources Fund | Financial Highlights |
| Retail Class | For a share outstanding throughout the periods presented |
| | | For the Six Months Ended November 30, 2019 (Unaudited) | | | For the Year Ended May 31, 2019 | | | For the Year Ended May 31, 2018 | | | For the Period Ended May 31, 2017(a) | |
| NET ASSET VALUE, BEGINNING OF PERIOD | | $ | 6.55 | | | $ | 9.72 | | | $ | 8.42 | | | $ | 10.00 | |
| | | | | | | | | | | | | | | | | |
| INCOME/(LOSS) FROM OPERATIONS: | | | | | | | | | | | | | | | | |
| Net investment income/(loss)(b) | | | 0.00 | (c) | | | (0.04 | ) | | | (0.05 | ) | | | (0.02 | ) |
| Net realized and unrealized gain/(loss) on investments | | | (0.58 | ) | | | (3.07 | ) | | | 1.41 | | | | (1.56 | ) |
| Total from investment operations | | | (0.58 | ) | | | (3.11 | ) | | | 1.36 | | | | (1.58 | ) |
| | | | | | | | | | | | | | | | | |
| LESS DISTRIBUTIONS: | | | | | | | | | | | | | | | | |
| From net investment income | | | – | | | | (0.06 | ) | | | (0.05 | ) | | | – | |
| From net realized gains on investments | | | – | | | | – | | | | (0.01 | ) | | | – | |
| Total distributions | | | – | | | | (0.06 | ) | | | (0.06 | ) | | | – | |
| NET INCREASE/(DECREASE) IN NET ASSET VALUE | | | (0.58 | ) | | | (3.17 | ) | | | 1.30 | | | | (1.58 | ) |
| NET ASSET VALUE, END OF PERIOD | | $ | 5.97 | | | $ | 6.55 | | | $ | 9.72 | | | $ | 8.42 | |
| | | | | | | | | | | | | | | | | |
| TOTAL RETURN | | | (8.85 | %) | | | (32.00 | %) | | | 16.20 | % | | | (15.80 | %)(d) |
| | | | | | | | | | | | | | | | | |
| SUPPLEMENTAL DATA: | | | | | | | | | | | | | | | | |
| Net assets, End of Period (in 000s) | | $ | 4,766 | | | $ | 4,906 | | | $ | 8,698 | | | $ | 2,821 | |
| | | | | | | | | | | | | | | | | |
| RATIOS TO AVERAGE NET ASSETS | | | | | | | | | | | | | | | | |
| Operating expenses excluding reimbursement/waiver | | | 2.85 | %(e) | | | 2.88 | % | | | 5.51 | % | | | 24.63 | %(e) |
| Operating expenses including reimbursement/waiver | | | 1.25 | %(e) | | | 1.25 | % | | | 1.25 | % | | | 1.25 | %(e) |
| Net investment income/(loss) including reimbursement/waiver | | | 0.11 | %(e) | | | (0.46 | %) | | | (0.52 | %) | | | (0.61 | %)(e) |
| | | | | | | | | | | | | | | | | |
| PORTFOLIO TURNOVER RATE | | | 12 | %(f) | | | 25 | % | | | 15 | % | | | 5 | %(f) |
See Notes to Financial Statements.
| Semi-Annual Report | November 30, 2019 | 17 |
| Goehring & Rozencwajg Resources Fund | Financial Highlights |
| Retail Class | For a share outstanding throughout the periods presented |
| (a) | The Fund commenced operations on December 30, 2016. |
| (b) | Calculated using the average shares method. |
| (c) | Less than $0.005 per share. |
| (d) | Assumes an initial investment at commencement of operations, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal year. Total returns are for the period indicated and have not been annualized. Total returns would have been lower had certain expenses not been waived during the period. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. |
| (f) | Portfolio turnover rate for periods less than one full year have not been annualized. |
See Notes to Financial Statements.
| Goehring & Rozencwajg Resources Fund | Notes to Financial Statements |
November 30, 2019 (Unaudited)
1. ORGANIZATION
The Goehring & Rozencwajg Resources Fund (the “Fund”) is a no-load investment portfolio of Goehring & Rozencwajg Investment Funds (the “Trust”), an open-end series management investment company organized as a Massachusetts business trust on July 14, 2016, registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund commenced operations on December 30, 2016. The Fund is a diversified investment company with an investment objective which seeks to maximize total return, which consists of income on its investments and capital appreciation. The Fund currently offers Retail Class Shares and Institutional Class Shares. Each share class of the Fund represents an investment in the same portfolio of securities, but each share class has its own expense structures. The Board of Trustees (the “Board”) may establish additional funds and classes of shares at any time in the future without shareholder approval. The Fund’s Investment Adviser is Goehring & Rozencwajg Associates, LLC (the “Adviser”).
The Fund will concentrate its investments in the securities of natural resources companies and other investments which provide economic exposure to natural resources or natural resources companies. When a Fund concentrates its investments in a particular sector or in particular industries, financial, economic, business, and other developments affecting issuers in that sector or in those industries will have a greater effect on that Fund than if it had not concentrated its assets in that sector or in those industries. The Fund’s concentration in natural resources investments exposes it to the price movements of natural resources to a greater extent than if it were more broadly diversified. By investing primarily in natural resources investments, the Fund runs the risk of performing poorly during an economic downturn or a decline in demand for natural resources.
2. SIGNIFICANT ACCOUNTING POLICIES
The accompanying financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of the financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period. Actual results could differ from those estimates. The Fund is considered an investment company for financial reporting purposes under U.S. GAAP. The following is a summary of significant accounting policies consistently followed by the Fund in preparation of its financial statements.
Investment Valuation:The Fund generally values its securities based on market prices determined at the close of regular trading on the New York Stock Exchange (“NYSE”), normally 4:00 p.m. Eastern Time, on each day the NYSE is open for trading.
For equity securities that are traded on an exchange, the market price is usually the closing sale or official closing price on that exchange, or if there is no closing price or official closing price, the last sale price. If there have been no sales on that day, the securities are valued at the mean of the current bid and ask price. U.S. and non U.S. government and corporate debt securities are typically traded in the over-the-counter market internationally, and are generally valued using prices supplied by a pricing vendor approved by the Board of Trustees based on the mid point of quotes from multiple dealers and other factors deemed relevant by the pricing vendor. In the case of other securities not traded on an exchange, or if closing prices are not otherwise available, the market price is typically determined by independent third-party pricing vendors approved by the Fund’s Board of Trustees using a variety of pricing techniques and methodologies. U.S. government and agency securities are valued by a third-party pricing vendor at the mean between the closing bid and asked prices. Other than with respect to the debt securities discussed above, the market price for debt obligations is generally the price supplied by an independent third-party pricing service approved by the Fund’s Board of Trustees, which may use, instead of quotes from dealers, a matrix, formula or other method that takes into consideration market indices, yield curves and other specific adjustments. Derivatives are valued using market quotations, a price supplied by a pricing service or counterparty, or using the fair value procedures discussed below, depending on the type of derivative and the availability of market quotations. Short-term debt obligations that will mature in 60 days or less are valued at amortized cost, unless it is determined that using this method would not reflect an investment’s fair value. Investments in the underlying funds are based on the underlying fund’s net asset value. Available cash is generally invested into a money market fund by the Fund’s custodian, and is valued at the latest net asset value per share as reported to the Fund’s administrator.
| Semi-Annual Report | November 30, 2019 | 19 |
| Goehring & Rozencwajg Resources Fund | Notes to Financial Statements |
November 30, 2019 (Unaudited)
When the price quotations described above are not available, or when the Adviser believes that they are unreliable, the Fund’s assets may be priced using fair value procedures approved by the Board of Trustees. Because the Fund invests in investments that may be thinly traded or for which the price quotations described above may not be readily available or may be unreliable – such as securities of small capitalization companies, securities of issuers located in emerging markets, high yield securities and derivatives – the Fund may use fair valuation procedures more frequently than funds that invest primarily in securities that are more liquid – such as equity securities of large capitalization domestic issuers. The Fund may also use fair value procedures if the Adviser determines that a significant event has occurred between the time at which a market price is determined and the time at which the Fund’s NAV is calculated. In particular, the value of non-U.S. securities may be materially affected by events occurring after the close of the market on which they are traded, but before the Fund prices its shares.
Fair Value Measurements:The Fund discloses the classification of its fair value measurements following a three-tier hierarchy based on the inputs used to measure fair value. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. Inputs may be observable or unobservable. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability that are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability that are developed based on the best information available.
Various inputs are used in determining the value of the Fund’s investments as of the end of the reporting period. When inputs used fall into different levels of the fair value hierarchy, the level in the hierarchy within which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The designated input levels are not necessarily an indication of the risk or liquidity associated with these investments. These inputs are categorized in the following hierarchy under applicable financial accounting standards:
| Goehring & Rozencwajg Resources Fund | Notes to Financial Statements |
November 30, 2019 (Unaudited)
| Level 1 – | Unadjusted quoted prices in active markets for identical investments, unrestricted assets or liabilities that the Fund has the ability to access at the measurement date; |
| | |
| Level 2 – | Quoted prices which are not active, quoted prices for similar assets or liabilities in active markets or inputs other than quoted prices that are observable (either directly or indirectly) for substantially the full term of the asset or liability; and |
| | |
| Level 3 – | Significant unobservable prices or inputs (including the Fund’s own assumptions in determining the fair value of investments) where there is little or no market activity for the asset or liability at the measurement date. |
The following is a summary of each input used to value the Fund as of November 30, 2019:
| Investments in Securities at Value* | | Level 1 -
Quoted Prices | | | Level 2 - Other
Significant Observable
Inputs | | | Level 3 -
Significant Unobservable
Inputs | | | Total | |
| Common Stocks | | | | | | | | | | | | | | | | |
| Oil & Gas Services & Equipment | | $ | 5,154,574 | | | $ | 1,672 | | | $ | – | | | $ | 5,156,246 | |
| Other | | | 27,324,176 | | | | – | | | | – | | | | 27,324,176 | |
| Warrants | | | – | | | | 54,468 | | | | – | | | | 54,468 | |
| Short Term Investments | | | 517,706 | | | | – | | | | – | | | | 517,706 | |
| Total | | $ | 32,996,456 | | | $ | 56,140 | | | $ | – | | | $ | 33,052,596 | |
| * | See Schedule of Investments for industry classification. |
Investment Transactions and Investment Income:Investment transactions are accounted for on the date the investments are purchased or sold (trade date). Realized gains and losses from investment transactions are reported on an identified cost basis. Interest income, which includes accretion of discounts, is accrued and recorded as earned. Dividend income is recognized on the ex-dividend date or for certain foreign securities, as soon as information is available to the Fund. All of the realized and unrealized gains and losses and net investment income, are allocated daily to each class in proportion to its average daily net assets.
Class Expenses:Expenses that are specific to a class of shares of the Fund, including distribution fees (Rule 12b-1 fees), are charged directly to that share class.
Federal Income Taxes:The Fund complies with the requirements under Subchapter M of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies and intends to distribute substantially all of its net taxable income and net capital gains, if any, each year so that the Fund will not be subject to excise tax on undistributed income and gains. The Fund is not subject to income taxes to the extent such distributions are made.
| Semi-Annual Report | November 30, 2019 | 21 |
| Goehring & Rozencwajg Resources Fund | Notes to Financial Statements |
November 30, 2019 (Unaudited)
As of and during the six months ended November 30, 2019, the Fund did not have a liability for any unrecognized tax benefits. The Fund files U.S. federal, state, and local tax returns as required.
The Fund’s tax return is subject to examination by the relevant tax authorities until expiration of the applicable statute of limitations, which is generally three years after the filing of the tax return for federal purposes and three years for most state returns. Tax returns for open years have incorporated no uncertain tax positions that require a provision for income taxes.
Distributions to Shareholders:The Fund normally pays dividends and distributes capital gains, if any, on an annual basis. Income dividend distributions are derived from dividends and other income the Fund receives from its investments, including short-term capital gains. Long term capital gain distributions are derived from gains realized when the Fund sells a security it has owned for more than a year. The Fund may make additional distributions and dividends at other times if the portfolio manager believes doing so may be necessary for the Fund to avoid or reduce taxes.
3. TAX BASIS INFORMATION
Tax Basis of Investments:As of November 30, 2019, the aggregate cost of investments, gross unrealized appreciation/(depreciation) and net unrealized appreciation/(depreciation) for Federal tax purposes was as follows:
| | | Goehring & Rozencwajg Resources Fund | |
| Gross unrealized appreciation (excess of value over tax cost) | | $ | 1,533,281 | |
| Gross unrealized depreciation (excess of tax cost over value) | | | (13,212,150 | ) |
| Net unrealized depreciation | | $ | (11,678,869 | ) |
| Cost of investments for income tax purposes | | $ | 44,731,465 | |
Tax Basis of Distributions to Shareholders:The character of distributions made during the year from net investment income or net realized gains may differ from its ultimate characterization for federal income tax purposes. Also, due to the timing of dividend distributions, the fiscal year in which amounts are distributed may differ from the fiscal year in which the income or realized gain were recorded by each Fund.
The tax character of distributions for the year ended May 31, 2019, were as follows:
| Distributions Paid From: | | | |
| Ordinary Income | | $ | 302,986 | |
| Total | | $ | 302,986 | |
| Goehring & Rozencwajg Resources Fund | Notes to Financial Statements |
November 30, 2019 (Unaudited)
4. SECURITIES TRANSACTIONS
The cost of purchases and proceeds from sales of securities (excluding short-term securities) during the six months ended November 30, 2019, was as follows:
| Purchases of Securities | | | Proceeds from Sales of Securities | |
| $ | 9,500,399 | | | $ | 4,007,378 | |
5. SHARES OF BENEFICIAL INTEREST
The capitalization of the Fund consists of an unlimited number of shares of beneficial interest with no par value per share. Holders of the shares of the Fund have one vote for each share held and a proportionate fraction of a vote for each fractional share. All shares issued and outstanding are fully paid and are transferable and redeemable at the option of the shareholder. Purchasers of the shares do not have any obligation to make payments to the Fund or its creditors solely by reason of the purchaser’ ownership of the shares. Shares have no pre-emptive rights.
| | | For the Six
Months Ended
November 30, 2019
(Unaudited) | | | For the Year
Ended
May 31, 2019 | |
| Institutional Class | | | | | | | | |
| Shares sold | | | 800,332 | | | | 2,243,028 | |
| Shares issued in reinvestment of distributions to shareholders | | | – | | | | 35,053 | |
| Shares redeemed | | | (162,630 | ) | | | (941,024 | ) |
| Net increase in shares outstanding | | | 637,702 | | | | 1,337,057 | |
| Retail Class | | | | | | | | |
| Shares sold | | | 67,826 | | | | 226,684 | |
| Shares issued in reinvestment of distributions to shareholders | | | – | | | | 9,102 | |
| Shares redeemed | | | (18,134 | ) | | | (382,400 | ) |
| Net increase/(decrease) in shares outstanding | | | 49,692 | | | | (146,614 | ) |
Shares redeemed within 30 days of purchase may incur a 2% short-term redemption fee deducted from the redemption amount. The Fund had redemption fees of $656 during the six months ended November 30, 2019, and had redemption fees of $391 during the year ended May 31, 2019.
6. MANAGEMENT AND RELATED-PARTY TRANSACTIONS
The Adviser, subject to the authority of the Board, is responsible for the overall management and administration of the Fund’s business affairs. The Adviser manages the investments of the Fund in accordance with the Fund’s investment objective, policies and limitations and investment guidelines established jointly by the Adviser and the Board. Pursuant to the Investment Advisory Agreement (the “Advisory Agreement”), the Fund pays the Adviser an annual management fee of 0.90%, based on the Fund’s average daily net assets. The management fee is paid on a monthly basis.
| Semi-Annual Report | November 30, 2019 | 23 |
| Goehring & Rozencwajg Resources Fund | Notes to Financial Statements |
November 30, 2019 (Unaudited)
The Adviser has contractually agreed to limit the amount of the Fund’s total annual fund operating expenses, exclusive of acquired fund fees and expenses, brokerage expenses, interest expense, taxes and extraordinary expenses, to 0.92% and 1.25% of the Fund’s average daily net assets for Institutional Class shares and Retail Class shares, respectively. This agreement is in effect through September 30, 2020, may only be terminated before then by the Board, and is reevaluated on an annual basis. With respect to the Fund, the Adviser shall be permitted to recover, on a class-by-class basis, expenses it has borne subsequent to the effective date of the agreement described above (whether through reduction of its management fee or otherwise) only to the extent that the Fund’s expenses in later periods fall below the lesser of (1) the expense limit in effect at the time the Adviser waives or limits the expenses and (2) the expense limit in effect at the time the Adviser seeks to recover the expenses; provided, however, that the Fund will not be obligated to pay any such reduced fees and expenses more than three years after the date on which the fee and expense was reduced. Fees waived/reimbursed by the Adviser for the six months ended November 30, 2019, are disclosed in the Statement of Operations.
For the six months ended November 30, 2019, the fee waivers and/or reimbursements were as follows:
| Fund | | Fees Waived/Reimbursed by Adviser | |
| Institutional Class | | $ | (235,161 | ) |
| Retail Class | | | (39,918 | ) |
| TOTAL | | $ | (275,079 | ) |
As of November 30, 2019, the balances of recoupable expenses for the Fund were as follows:
| Fund | | Expiring in 2020 | | | Expiring in 2021 | | | Expiring in 2022 | | | Expiring in 2023 | |
| Institutional Class | | $ | 261,278 | | | $ | 490,462 | | | $ | 449,420 | | | $ | 235,161 | |
| Retail Class | | | 254,523 | | | | 210,396 | | | | 125,419 | | | | 39,918 | |
| TOTAL | | $ | 515,801 | | | $ | 700,858 | | | $ | 574,839 | | | $ | 275,079 | |
Distributor:ALPS Distributors, Inc. (“ADI” or the “Distributor”) (an affiliate of ALPS Fund Services Inc. (“ALPS”)) acts as the distributor of the Fund’s shares pursuant to a Distribution Agreement with the Trust. Shares are sold on a continuous basis by ADI as agent for the Fund, although it is not obliged to sell any particular amount of shares.
ADI is not entitled to any compensation from the Fund for its services as Distributor; however, ADI receives compensation from the Adviser. ADI is registered as a broker-dealer with the U.S. Securities and Exchange Commission.
The Fund has adopted a Distribution and Services Plan pursuant to Rule 12b-1 of the 1940 Act. The Plan allows the Fund, as applicable, to use the Fund’s assets to pay fees in connection with the distribution and marketing of the Fund’s shares and/or the provision of shareholder services to the Fund’s shareholders. The Plan permits payment for services in connection with the administration of plans or programs that use shares of the Fund as their funding medium and for relatedexpenses. The recipients of such payments may include other affiliates of the Adviser, broker-dealers, financial institutions, plan sponsors and administrators and other financial intermediaries through which investors may purchase shares of the Fund. The Plans permit the Fund to make total payments at an annual rate of up to 0.25% of the average daily net asset value of the Retail Class. Because these fees are paid out of the Fund’s assets on an ongoing basis, over time they will increase the cost of an investment in the Fund, and Plan fees may cost an investor more than other types of sales charges.
| Goehring & Rozencwajg Resources Fund | Notes to Financial Statements |
November 30, 2019 (Unaudited)
Under the Shareholder Services Plan (a “Services Plan”), the Fund is authorized to compensate certain financial institutions, including broker-dealers and Fund affiliates which may include the Distributor, Adviser and/or the transfer agent (the “Participating Organizations”), for providing services to the Fund or the Fund’s shareholders. This compensation may be used by the financial institution for payments to financial institutions and persons who provide administrative and support services to their customers who may from time to time beneficially own Retail Class shares. The Services Plan permits the Fund to make total payments at an annual rate of up to 0.15% of the Fund’s average daily net assets attributable to its Retail Class shares. However, the Fund may pay fees under the Services Plan at a lesser rate. Shareholder Services Plan fees are included with distribution and service fees on the Statement of Operations.
Fund Administrator Fees and Expenses:ALPS Fund Services, Inc. (“ALPS”) serves as administrator to the Fund. Pursuant to an Administration Agreement, ALPS provides operational services to the Fund including, but not limited to, fund accounting and fund administration and generally assist in the Fund’s operations. Several officers of the Trust are employees of ALPS. The Fund’s administration fee is accrued on a daily basis and paid monthly. Administration fees paid by the Fund for the six months ended November 30, 2019, are disclosed in the Statement of Operations.
The Administrator is also reimbursed by the Fund for certain out-of-pocket expenses.
Transfer Agent:ALPS serves as transfer, dividend paying and shareholder servicing agent for the Fund. ALPS receives an annual minimum fee, a fee based upon the number of shareholder accounts, and is also reimbursed by the Fund for certain out-of-pocket expenses. Transfer agent fees paid by the Fund for the six months ended November 30, 2019, are disclosed in the Statement of Operations.
Compliance Services:ALPS provides services that assist the Fund’s chief compliance officer in monitoring and testing the policies and procedures of the Fund in conjunction with requirements under Rule 38a-1 under the 1940 Act and receives an annual base fee. ALPS is reimbursed for certain out-of-pocket expenses by the Fund. Compliance services fees paid by the Fund for the six months ended November 30, 2019, are disclosed in the Statement of Operations.
| Semi-Annual Report | November 30, 2019 | 25 |
| Goehring & Rozencwajg Resources Fund | Notes to Financial Statements |
November 30, 2019 (Unaudited)
Beneficial Ownership:The beneficial ownership, either directly or indirectly, of more than 25% of the voting securities of a fund creates a presumption of control of the Fund under Section 2(a)(9) of the 1940 Act. As of November 30, 2019, the following entities beneficially owned 25% or greater of a Fund’s outstanding shares:
| Goehring and Rozencwajg Resources Fund | Beneficial Owner | Percentage |
| Institutional | Leigh Goehring | 33.76% |
| Retail | Leigh Goehring | 58.39% |
7. RECENT ACCOUNTING PRONOUNCEMENT
In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-13, which changes the fair value measurement disclosure requirements of FASB Accounting Standards Codification Topic 820, Fair Value Measurement. The update to Topic 820 includes new, eliminated, and modified disclosure requirements. ASU 2018-13 is effective for fiscal years beginning after December 15, 2019, including interim periods. Early adoption is permitted for any eliminated or modified disclosures. Management has evaluated the impact of this ASU and has adopted the changes into these financial statements, which had no material impact on the Fund's financial statements prepared as of November 30, 2019.
8. INDEMNIFICATIONS
Under the Fund’s organizational documents, its officers and Trustees are indemnified against certain liability arising out of the performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts with service providers that may contain general indemnification clauses, which may permit indemnification to the extent permissible under applicable law. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Trust that have not yet occurred.
| Disclosure Regarding Approval of Fund Advisory Agreement |
November 30, 2019 (Unaudited)
The Board of Trustees, including a majority of the Trustees who are not interested persons of the Fund (the “Independent Trustees”), approved the renewal of the investment management agreement (the “Agreement”) between Goehring & Rozencwajg Resources Fund (the “Fund”) and Goehring & Rozencwajg Associates, LLC (the “Adviser”) at an in-person Board meeting held on June 20, 2019.
The Board of Trustees, including the Independent Trustees, meets over the course of the year with the Adviser’s principals and regularly reviews information regarding the investment program and performance of the Fund. The Trustees considered information provided to the Trustees in advance of and at the meeting, which included, among other things, information regarding: (i) information on the Fund’s investment performance and the performance of a group of comparable funds; (ii) the Fund’s investment objective and strategies; (iii) the Fund’s advisory fee and other expenses, comparisons of the Fund’s fees to the fees of a group of similar funds and the expense cap; and (iv) arrangements in respect of the distribution of the Fund’s shares.
In considering whether to renew the Agreement, the Board of Trustees, including the Independent Trustees, did not identify any single factor as determinative. Individual Trustees may have evaluated the information presented differently from one another, giving different weights to various factors. Matters considered by the Trustees, including the Independent Trustees, in connection with their renewal of the Agreement included, but were not limited to, the following:
The nature, extent and quality of the services to be provided to the Fund under the Agreement.
The Trustees considered the nature, extent and quality of the services provided by the Adviser to the Fund. In this regard, the Trustees took into account the experience of the Adviser’s principals and the time and attention they devote to the Fund. The Trustees also considered the Fund’s record of compliance with its investment restrictions and the compliance program of the Fund and the Adviser. They also took into account the time the Adviser devotes to the oversight of other Fund services providers.
After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the Agreement, that the nature, extent and quality of the services provided by the Adviser supported the renewal of the Agreement.
Investment performance of the Adviser.
The Trustees reviewed performance information for the Fund for various time periods since the Fund’s inception. The review included a comparison of each Fund’s performance to the performance of a group of comparable funds and certain benchmark indices. The Trustees also considered the Adviser’s performance and reputation generally and its investment techniques, risk management controls and decision-making processes. The Trustees noted that the Fund underperformed its peer group median for the one-year period ending May 31, 2019 and considered the Adviser’s explanation for such underperformance.
After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the Agreement, that these factors supported the renewal of the Agreement.
| Semi-Annual Report | November 30, 2019 | 27 |
| Disclosure Regarding Approval of Fund Advisory Agreement |
November 30, 2019 (Unaudited)
The costs of the services provided and profits realized by the Adviser from its relationship with the Fund.
The Trustees considered the fees charged to the Fund for advisory services as well as the Fund’s total expense levels. The Adviser furnished information to the Trustees showing a comparison of the Fund’s advisory fee and total expense levels compared to a group of comparable funds. The Trustees noted that an expense cap is currently in place for the Fund, and the Fund’s proposed advisory fee and expected total expenses (after application of the expense caps and waivers) align competitively with comparable groups of mutual funds. The Trustees noted that the Fund's total expenses (after application of the expense caps and waivers) was below the median total expenses of the comparable funds. The Trustees also considered information about fees charged by the Adviser to institutional clients, and the different services provided to those clients. The Trustees also considered that the Adviser is aware of the need to commit resources to minimize the effect on shareholders of any diseconomies of scale, which can result when a fund is newer. In this regard, they noted that, because the Fund is small, the Adviser is subsidizing much of the Fund’s expenses by waiver of its management fee.
After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the Agreement, that the advisory fee for the Fund was fair and reasonable, and that the costs of these services generally and the related profitability of the Adviser in respect of its relationship with the Fund supported the renewal of the Agreement.
Economies of scale.
The Trustees considered to what extent economies of scale would likely be realized as the Fund grows and whether those economies would be shared with the Fund. The Trustees noted that because the Fund is small and has a limited operating history, it is not expected to attain any economies of scale for the near future but it considered that the Fund and the Adviser are parties to an Expense Limitation Agreement, providing for reimbursement by the Adviser to the Fund for certain Net Annual Operating Expenses.
After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the Agreement that the extent to which economies of scale would be shared with the Fund supported the renewal of the Agreement.
The Trustees also considered other factors, which included but were not limited to so-called “fallout benefits” to the Adviser resulting from its management of the Fund, such as soft dollar arrangements. The Trustees also considered the possible conflicts of interest associated with these fallout and other benefits, as well as the steps the Adviser took to mitigate such possible conflicts of interest.
Based on their evaluation of all factors they deemed to be material, including those factors described above, the Trustees, including the Independent Trustees, concluded that the Agreement should be renewed for an additional one year period.
| Goehring & Rozencwajg Resources Fund | Additional Information |
November 30, 2019 (Unaudited)
1. FUND HOLDINGS
The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (the “SEC”) for the first and third quarters of each fiscal year on Form N-Q within 60 days after the end of the period. Copies of the Fund’s Form N-Q are available without charge on the SEC website at http://www.sec.gov. You may also review and copy the Form N-Q at the SEC’s Public Reference Room in Washington, DC. For more information about the operation of the Public Reference Room, please call the SEC at 1-800-SEC-0330.
2.FUND PROXY VOTING POLICIES, PROCEDURES AND SUMMARIES
The Fund’s policies and procedures used in determining how to vote proxies and information regarding how the Fund’s voted proxies relating to portfolio securities during the most recent prior 12-month period ending May 31 are available without charge, (1) upon request, by calling (toll-free) 1-844-464-6467 and (2) on the SEC’s website at http://www.sec.gov.
| Semi-Annual Report | November 30, 2019 | 29 |
Not applicable to this Report.
| Item 3. | Audit Committee Financial Expert. |
Not applicable to this Report.
| Item 4. | Principal Accountant Fees and Services. |
Not applicable to this Report.
| Item 5. | Audit Committee of Listed Registrants. |
Not applicable to Registrant.
| (a) | Schedule of Investments is included as part of the Report to Stockholders filed under Item 1 of this Form N-CSR. |
| Item 7. | Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. |
Not applicable to Registrant.
| Item 8. | Portfolio Managers of Closed-End Management Investment Companies. |
Not applicable to Registrant.
| Item 9. | Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers. |
Not applicable to Registrant.
| Item 10. | Submission of Matters to Vote of Security Holders. |
There have been no material changes to the procedures by which shareholders may recommend nominees to the Registrant’s Board of Trustees, where those changes were implemented after the Registrant last provided disclosure in response to the requirements of Item 407(c)(2) of Regulation S-K, or this Item.
| Item 11. | Controls and Procedures. |
| (a) | The Registrant’s principal executive officer and principal financial officer have concluded that the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended) are effective based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this report. |
| (b) | There was no change in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940, as amended) during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting. |
| Item 12. | Disclosure of Securities Lending Activities for Closed-End Management Investment Companies. |
Not applicable.
| (a)(1) | Not applicable to semi-annual report. |
| (a)(2) | The certifications required by Rule 30a-2(a) of the Investment Company Act of 1940, as amended, and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto as Exhibit 99.Cert. |
| (b) | The certifications by the Registrant’s principal executive officer and principal financial officer, as required by Rule 30a-2(b) of the Investment Company Act of 1940, as amended, and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto as Exhibit 99.906Cert. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | Goehring & Rozencwajg Investment Funds |
| | | | |
| | By: | /s/ Adam A. Rozencwajg | |
| | | Adam A. Rozencwajg | |
| | | President | |
| | | | |
| | Date: | January 29, 2020 | |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this Report has been signed below on behalf of the Registrant and in the capacities and on the dates indicated.
| | Goehring & Rozencwajg Investment Funds |
| | | | |
| | By: | /s/ Adam A. Rozencwajg | |
| | | Adam A. Rozencwajg | |
| | | Principal Executive Officer and Principal Financial Officer | |
| | | | |
| | Date: | January 29, 2020 | |
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