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:
Michael Doherty, 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 - May 31, 2020
1
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 | 17 |
| Report of Independent Registered Public Accounting Firm | 26 |
| Additional Information | 28 |
| Trustees and Officers | 29 |
| Goehring & Rozencwajg Resources Fund | Manager Commentary |
| May 31, 2020 (Unaudited) |
May 31, 2020
Dear Shareholders:
Investment Results
The Goehring & Rozencwajg Resources Fund Retail Share Class declined by 24.1% from May 31st, 2019 until May 31st, 2020. The Fund trailed both the Lipper Natural Resources Index(1) which declined by 18.8% and the MSCI All Country World Index(2) which advanced by 5.4% between May 31st, 2019 and May 31st, 2020. The Fund’s investments in precious metals related equities were the largest contributors to positive absolute performance, while the Fund’s investments in oil & gas exploration and production related securities was the largest detractor from absolute performance.
Market Environment
The period was characterized by four distinct sub-periods. From May 2019 until November 2019, natural resource securities were weak performers as concerns over a trade war between the US and China loomed. December 2019 was a strong month for natural resource related securities as these same concerns were thought to have abated. The impact of the novel coronavirus disease 2019 (“COVID-19”) on natural resource securities was dramatic beginning in February 2020 and ultimately culminating in near-panic selling though the middle of March 2020. Natural resource securities were very strong performers from the middle of March through the end of May as investors began looking through the impacts of the COVID-19 on global demand.
For the period as a whole, natural resource related securities performed poorly and lagged the broad market. Energy prices were extremely volatile during the period. From May 31st, 2019 until May 31st, 2020 West Texas Intermediate (“WTI”) crude declined by 33.7% while Brent crude declined by 45.2%.
Crude rallied from May 2019 until January 2020 on the perception the US-China trade war prospects were improving, before falling to all-time record low levels in April 2020 due to COVID-19 related demand impacts. At the peak of the pandemic in mid-April, nearly half of the world’s population found itself under some form of mobility restriction. As a result, global oil demand fell by the largest amount on record and inventories swelled to record highs. WTI oil prices went negative on April 20th, 2020 for the first time in history settling at -$37.63. Global oil producers shut-in record volumes of crude oil as inventories approached their rated capacities helping to stabilize crude markets. By the end of May 2020, both WTI prices had rebounded to over $35 per barrel. Energy related securities performed worse than the oil price during the period with many exploration and production companies declining by nearly 50% between May 31st, 2019 and May 31st, 2020.
Henry Hub natural gas prices fell by 24.7% to $1.849 per mmbtu between May 31st, 2019 and May 31st, 2020. The decline was the result of concerns over demand given COVID-19 related economic curtailments. The decline was less severe than oil since natural gas demand is less directly dependent on transportation.
Gold prices were strong as global Central Banks responded to the COVID-19 by dramatically expanding their balance sheets. Between May 31st, 2019 and May 31st, 2020, gold advanced 32.5% to $1,730 per ounce – the highest level since 2012. Silver gained 22.4% during the period to reach $17.87 per ounce. Precious Metals related securities (as measured by the NYSE Arca Gold BUGS Index) outpaced the gold price and advanced by 74.0% during the period.
| Annual Report | May 31, 2020 | 1 |
| Goehring & Rozencwajg Resources Fund | Manager Commentary |
| May 31, 2020 (Unaudited) |
Spot uranium prices advanced by 41.1% to $33.93 per pound between May 31st, 2019 and May 31st, 2020 and overall its price advanced during the period by approximately 6%. The rally was due to Cameco announcing large scale production curtailments due to COVID-19 concerns.
Copper prices were weak as the impact of COVID-19 left investors concerned about global economic growth in general and copper demand in particular. Grain prices were mixed during the period, with corn declining by 23.7% and soybeans declining by 4.2% while wheat advanced by 3.5% between May 31st, 2019 and May 31st, 2020.
Investment Analysis
The Fund’s investments in precious metals related securities were the largest contributors to positive absolute performance. The Fund’s three largest individual contributors to absolute performance were the following:
GOLD – Shares of Barrick Gold Corp advanced by 48.13% between July 12th, 2019 (when the position was established) and May 31st, 2020. The advance was driven by a higher gold price and positive precious metals fundamentals.
RRC – Shares of Range Resources Corp declined by 22.49% during the period due to declining oil and natural gas prices driven by COVID-19 demand impact. The positive contribution to attribution despite its negative period return is explained by the fact that the Fund added to its position in Range Resources during April, after which the stock rallied.
DGC CN – Shares of Detour Gold Corporation advanced by 84.44% (in US dollar terms) between May 31st, 2019 and February 2nd, 2020 when the stock was acquired by Kirkland Lake Gold Corp for C$4.685 bn in stock.
The Fund’s investments in energy related securities were the largest contributors to negative absolute performance. The Fund’s three largest individual detractors from absolute performance were the following:
CHX – Shares of ChampionX Corp (formerly known as Apergy Corp) declined by 70.75% during the period due to substantial uncertainty around US oilfield activity following the COVID-19 related oil price collapse.
VAL – Shares of Valaris PLC declined by 96.00% during the period driven by extremely negative investor sentiment towards offshore drilling securities and concerns surrounding Valaris’ balance sheet.
RIG – Shares of Transocean LTD declined by 78.55% during the period driven by extremely negative investor sentiment towards offshore drilling securities and the collapse of oil prices in early 2020.
| 2 | www.gr-funds.com |
| Goehring & Rozencwajg Resources Fund | Manager Commentary |
| May 31, 2020 (Unaudited) |
Market Outlook
The twelve-month period ending May 31st, 2020 was the most volatile in memory for Natural Resource related investments. As COVID-19 spread globally in 2020, nearly half of the world’s population was subject to some form of mobility restriction. This led to economic disruptions not experienced since the Great Depression. Global Central Banks acted in dramatic fashion quickly providing trillions of dollars of liquidity to prevent global financial markets from seizing.
The impacts of the pandemic on resource markets were varied. The hardest hit by far was the energy market as transportation was simultaneously curtailed in many parts of the world. As global crude inventories swelled, millions of barrels per day of supply were shut-in to avoid overwhelming global storage facilities. The Organization of Petroleum Exporting Countries (“OPEC”) joined with Russia and Mexico in providing the largest production cut in its history. Our models tell us that these actions will have a profound impact on supply going forward. As demand normalizes once the impact of the virus abates, we believe global oil markets will experience the largest deficit on record. In the second half of 2020, we believe global production will continue to fall dramatically as depletion from existing fields now take hold. No region is currently drilling enough new wells to offset base field declines and as a result, we believe supply will not be able to grow materially. We expect inventories to draw quickly as a result, which should be supportive of both higher oil prices and strength in oil related equities. The impacts of COVID-19 have been pronounced, but will ultimately pass. The impacts on supply are much more difficult to remedy and will remain for years to come. We believe we are entering into a fundamentally new period in global energy markets in which supply will be harder to come by and prices will be much higher.
Actions by global Central Banks have resulted in sharp increases in several of the world’s Monetary Bases. Notably, US M2 growth grew by 23.1% year-on-year in May 2020 – a peace-time record. We believe this has turned investors’ attention to gold and gold related investments to protect themselves against inflation. We believe this trend will continue and that gold has now entered into a sustained bull market as well.
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 visit www.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.
| Annual Report | May 31, 2020 | 3 |
| Goehring & Rozencwajg Resources Fund | Manager Commentary |
| May 31, 2020 (Unaudited) |
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. |
| (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. |
| 4 | www.gr-funds.com |
| Goehring & Rozencwajg Resources Fund | Manager Commentary |
May 31, 2020 (Unaudited)
AVERAGE ANNUAL TOTAL RETURN (for the period ended May 31, 2020)
| Since | Expense Ratio(2) | ||||
| 1 Year | 3 Year | Inception(1) | Gross | Net(3) | |
| Goehring & Rozencwajg Resources Fund - Institutional - NAV | -23.82% | -15.38% | -17.81% | 2.55% | 0.92% |
| Goehring & Rozencwajg Resources Fund - Retail - NAV | -24.09% | -15.67% | -18.11% | 2.88% | 1.25% |
| MSCI All Country World Index (ACWI)(4) | 5.43% | 5.19% | 7.76% | ||
| Lipper Natural Resources Index(5) | -18.77% | -9.66% | -10.55% | ||
TOP TEN HOLDINGS
(as a % of Net Assets)*
| Range Resources Corp. | 6.4% |
| Cameco Corp. | 5.9% |
| NAC Kazatomprom JSC | 5.8% |
| Uranium Participation Corp. | 5.4% |
| EQT Corp. | 4.4% |
| Barrick Gold Corp. | 3.8% |
| Nutrien Ltd. | 3.7% |
| Pioneer Natural Resources Co. | 3.6% |
| Kirkland Lake Gold Ltd. | 2.9% |
| CF Industries Holdings, Inc. | 2.3% |
| Top Ten Holdings | 44.2% |
INDUSTRY SECTOR ALLOCATION
(as a % of Net Assets)*
| Exploration & Production | 32.8% |
| Base Metals | 30.6% |
| Precious Metal Mining | 12.8% |
| Agricultural Chemicals | 10.0% |
| Oil & Gas Services & Equipment | 7.6% |
| Other Mined Minerals | 0.2% |
| Cash, Cash Equivalents, & Other Net Assets | 6.0% |
| * | 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 May 31, 2020. |
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. |
| Annual Report | May 31, 2020 | 5 |
| Goehring & Rozencwajg Resources Fund | Manager Commentary |
May 31, 2020 (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. |
| 6 | www.gr-funds.com |
| Goehring & Rozencwajg Resources Fund | Manager Commentary |
May 31, 2020 (Unaudited)
GROWTH OF $100,000 INVESTMENT IN THE FUND (for the period ended May 31, 2020)
The chart shown above represent a hypothetical investment of $100,000 in the Fund’s Institutional Class shares for the period from inception to May 31, 2020. 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.
| Annual Report | May 31, 2020 | 7 |
| Goehring & Rozencwajg Resources Fund | Disclosure of Fund Expenses |
May 31, 2020 (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 December 1, 2019 and held until May 31, 2020.
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 December 1, 2019 | Ending Account Value May 31, 2020 | Expense Ratio(a) | Expenses Paid, and During Period December 1, 2019 - May 31, 2020(b) | |
| Institutional Class | ||||
| Actual | $1,000.00 | $835.30 | 0.92% | $4.22 |
| Hypothetical (5% return before expenses) | $1,000.00 | $1,020.40 | 0.92% | $4.65 |
| Retail Class | ||||
| Actual | $1,000.00 | $832.80 | 1.25% | $5.73 |
| 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. |
| 8 | www.gr-funds.com |
| Goehring & Rozencwajg Resources Fund | Schedule of Investments |
May 31, 2020
| Security Description | Shares | Value | ||||||
| COMMON STOCKS (90.6%) | ||||||||
| ENERGY (37.0%) | ||||||||
| Exploration & Production (29.5%) | ||||||||
| Antero Resources Corp.(a) | 110,340 | $ | 329,917 | |||||
| Apache Corp. | 31,960 | 344,848 | ||||||
| Berry Petroleum Corp. | 71,190 | 301,846 | ||||||
| Bonanza Creek Energy, Inc.(a) | 39,690 | 670,761 | ||||||
| Callon Petroleum Co.(a) | 73,250 | 48,982 | ||||||
| Centennial Resource Development, Inc. - Class A(a) | 47,650 | 48,127 | ||||||
| Concho Resources, Inc. | 5,522 | 301,059 | ||||||
| Diamondback Energy, Inc. | 12,052 | 513,174 | ||||||
| EQT Corp. | 99,090 | 1,321,861 | ||||||
| Laredo Petroleum, Inc.(a) | 319,900 | 271,435 | ||||||
| Matador Resources Co.(a) | 58,240 | 456,602 | ||||||
| Ovintiv, Inc. | 15,702 | 120,748 | ||||||
| Parsley Energy, Inc. - Class A | 73,020 | 667,403 | ||||||
| PDC Energy, Inc.(a) | 41,530 | 505,835 | ||||||
| Pioneer Natural Resources Co. | 11,990 | 1,098,284 | ||||||
| Range Resources Corp. | 320,800 | 1,921,592 | ||||||
| 8,922,474 | ||||||||
| Oil & Gas Services & Equipment (7.5%) | ||||||||
| Apergy Corp.(a) | 58,840 | 533,679 | ||||||
| CES Energy Solutions Corp. | 69,500 | 50,982 | ||||||
| Diamond Offshore Drilling, Inc.(a) | 86,800 | 21,353 | ||||||
| Drilling Co. of 1972 A/S(a) | 15,000 | 326,352 | ||||||
| Oceaneering International, Inc.(a) | 80,900 | 519,378 | ||||||
| Schlumberger, Ltd. | 33,990 | 627,795 | ||||||
| Transocean Ltd.(a) | 143,055 | 190,263 | ||||||
| 2,269,802 | ||||||||
| MATERIALS (53.6%) | ||||||||
| Agricultural Chemicals (10.0%) | ||||||||
| CF Industries Holdings, Inc. | 23,890 | 701,649 | ||||||
| Corteva, Inc. | 22,520 | 615,021 | ||||||
| Mosaic Co. | 47,130 | 569,802 | ||||||
| Nutrien Ltd. | 32,990 | 1,121,660 | ||||||
| 3,008,132 | ||||||||
| Base Metals (30.6%) | ||||||||
| Amerigo Resources Ltd.(a) | 522,410 | 96,753 | ||||||
| Cameco Corp. | 164,090 | 1,783,659 | ||||||
| Copper Mountain Mining Corp.(a) | 361,570 | 122,769 | ||||||
| ERO Copper Corp.(a) | 58,130 | 676,780 | ||||||
| Excelsior Mining Corp.(a) | 311,231 | 140,148 | ||||||
| First Quantum Minerals Ltd. | 46,240 | 271,022 | ||||||
| Hudbay Minerals, Inc. | 83,110 | 225,755 | ||||||
| Ivanhoe Mines Ltd. - Class A(a) | 217,750 | 482,360 | ||||||
See Notes to Financial Statements.
| Annual Report | May 31, 2020 | 9 |
| Goehring & Rozencwajg Resources Fund | Schedule of Investments |
May 31, 2020
| Security Description | Shares | Value | ||||||
| Base Metals (continued) | ||||||||
| Lundin Mining Corp. | 100,030 | $ | 460,610 | |||||
| Mako Mining Corp.(a) | 1,097,190 | 374,536 | ||||||
| NAC Kazatomprom JSC(b) | 121,004 | 1,766,659 | ||||||
| Southern Copper Corp. | 13,900 | 504,570 | ||||||
| Trilogy Metals, Inc.(a) | 345,220 | 656,917 | ||||||
| Turquoise Hill Resources Ltd.(a) | 69,030 | 51,213 | ||||||
| Uranium Participation Corp.(a) | 442,190 | 1,644,342 | ||||||
| 9,258,093 | ||||||||
| Other Mined Minerals (0.2%) | ||||||||
| Mountain Province Diamonds, Inc.(a) | 250,460 | 54,572 | ||||||
| Precious Metal Mining (12.8%) | ||||||||
| Barrick Gold Corp. | 47,460 | 1,139,041 | ||||||
| Endeavour Mining Corp.(a) | 23,610 | 568,965 | ||||||
| Golden Star Resources, Ltd.(a) | 115,300 | 340,135 | ||||||
| Kirkland Lake Gold Ltd. | 22,499 | 866,886 | ||||||
| Marathon Gold Corp.(a) | 306,980 | 363,422 | ||||||
| Maverix Metals, Inc. | 51,340 | 236,033 | ||||||
| Roxgold, Inc.(a) | 397,410 | 366,569 | ||||||
| 3,881,051 | ||||||||
| TOTAL COMMON STOCKS | ||||||||
| (Cost $30,771,988) | 27,394,124 | |||||||
| WARRANTS (0.1%) | ||||||||
| ENERGY (0.1%) | ||||||||
| Oil & Gas Services & Equipment (0.1%) | ||||||||
| Jones Energy II, Inc., Expires 05/17/2024, Strike Price $31.67 | 672 | 7 | ||||||
| Tidewater, Inc., Expires 11/14/2042, Strike Price $0.01 | 3,561 | 16,950 | ||||||
| 16,957 | ||||||||
| TOTAL WARRANTS | ||||||||
| (Cost $132,718) | 16,957 | |||||||
| Security Description | Principal Amount | Value | ||||||
| CORPORATE BONDS (3.3%) | ||||||||
| ENERGY (3.3%) | ||||||||
| Exploration & Production (3.3%) | ||||||||
| Laredo Petroleum, Inc. | ||||||||
| 9.50%, 01/15/2025 | $ | 681,000 | 477,766 | |||||
| Matador Resources Co. | ||||||||
| 5.88%, 09/15/2026 | $ | 681,000 | 508,601 | |||||
| 986,367 | ||||||||
| TOTAL CORPORATE BONDS | ||||||||
| (Cost $650,825) | 986,367 | |||||||
See Notes to Financial Statements.
| 10 | www.gr-funds.com |
| Goehring & Rozencwajg Resources Fund | Schedule of Investments |
May 31, 2020
| Security Description | Shares | Value | ||||||
| SHORT TERM INVESTMENTS (4.0%) | ||||||||
| Dreyfus Treasury Securities Cash Management, Institutional Class (7 day yield 0.106%) | 1,217,575 | $ | 1,217,575 | |||||
| TOTAL SHORT TERM INVESTMENTS | ||||||||
| (Cost $1,217,575) | 1,217,575 | |||||||
| TOTAL INVESTMENTS - (98.0%) | ||||||||
| (Cost $32,773,106) | 29,615,023 | |||||||
| Assets in Excess of Other Liabilities - (2.0%) | 609,574 | |||||||
| NET ASSETS - (100.0%) | $ | 30,224,597 | ||||||
| (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 May 31, 2020, the aggregate market value of those securities was $1,766,659, which represents approximately 5.85% of net assets. |
COUNTRY COMPOSITION
(As of May 31, 2020)
| United States | 49.4% |
| Canada | 38.1% |
| Kazakhstan | 5.8% |
| Monaco | 1.9% |
| Peru | 1.7% |
| Denmark | 1.1% |
| Total | 98.0% |
Percentages are based upon common stocks, warrants, corporate bonds and short term investments as a percentage of net assets.
See Notes to Financial Statements.
| Annual Report | May 31, 2020 | 11 |
| Goehring & Rozencwajg Resources Fund | Statement of Assets and Liabilities |
May 31, 2020
| ASSETS: | ||||
| Investments, at value (cost $32,773,106) | $ | 29,615,023 | ||
| Foreign currency, at value (cost $4) | 4 | |||
| Receivable for shares sold | 507,250 | |||
| Due from adviser | 67,352 | |||
| Dividends receivable | 119,949 | |||
| Interest receivable | 31,462 | |||
| Prepaid assets | 16,728 | |||
| Total Assets | 30,357,768 | |||
| LIABILITIES: | ||||
| Payable to custodian | 12,964 | |||
| Payable for administration fees | 28,754 | |||
| Payable for distribution and service fees | 10,494 | |||
| Payable to chief compliance officer | 7,134 | |||
| Payable for transfer agency fees | 11,946 | |||
| Payable for professional fees | 46,113 | |||
| Accrued expenses and other liabilities | 15,766 | |||
| Total Liabilities | 133,171 | |||
| NET ASSETS | $ | 30,224,597 | ||
| NET ASSETS CONSIST OF: | ||||
| Paid-in capital (Note 5) | $ | 64,621,649 | ||
| Total distributable earnings/(accumulated losses) | (34,397,052 | ) | ||
| NET ASSETS | $ | 30,224,597 | ||
| PRICING OF SHARES | ||||
| Institutional Class: | ||||
| Net Asset Value, offering and redemption price per share | $ | 4.99 | ||
| Net Assets | $ | 26,087,570 | ||
| Shares of beneficial interest outstanding | 5,229,180 | |||
| Retail Class: | ||||
| Net Asset Value, offering and redemption price per share | $ | 4.95 | ||
| Net Assets | $ | 4,137,027 | ||
| Shares of beneficial interest outstanding | 835,364 | |||
See Notes to Financial Statements.
| 12 | www.gr-funds.com |
| Goehring & Rozencwajg Resources Fund | Statement of Operations |
For the Year ended May 31, 2020
| INVESTMENT INCOME: | ||||
| Interest | $ | 21,527 | ||
| Dividends | 535,717 | |||
| Foreign taxes withheld | (20,184 | ) | ||
| Total Investment Income | 537,060 | |||
| EXPENSES: | ||||
| Investment advisory fee (Note 6) | 336,328 | |||
| Administration fee | 177,433 | |||
| Distribution and service fees | ||||
| Retail Class | 15,431 | |||
| Custodian fee | 53,563 | |||
| Professional fees | 123,362 | |||
| Transfer agent fee | 53,637 | |||
| Trustees fees and expenses | 44,000 | |||
| Registration and filing fees | 45,136 | |||
| Printing fees | 7,992 | |||
| Chief compliance officer fee | 42,807 | |||
| Insurance expense | 16,029 | |||
| Other expenses | 9,487 | |||
| Total Expenses | 925,205 | |||
| Less fees waived/reimbursed by investment adviser | ||||
| Institutional Class | (492,711 | ) | ||
| Retail Class | (73,312 | ) | ||
| Total fees waived/reimbursed by investment adviser (Note 6) | (566,023 | ) | ||
| Net Expenses | 359,182 | |||
| NET INVESTMENT INCOME | 177,878 | |||
| REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS: | ||||
| Net realized gain/(loss) on: | ||||
| Investments | (28,196,297 | ) | ||
| Foreign currency transactions | 39,437 | |||
| Net realized loss | (28,156,860 | ) | ||
| Change in unrealized appreciation/(depreciation) on: | ||||
| Investments | 6,276,356 | |||
| Net change in unrealized appreciation | 6,276,356 | |||
| NET REALIZED AND UNREALIZED LOSS ON INVESTMENTS | (21,880,504 | ) | ||
| NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS | $ | (21,702,626 | ) | |
See Notes to Financial Statements.
| Annual Report | May 31, 2020 | 13 |
| Goehring & Rozencwajg Resources Fund | Statements of Changes in Net Assets |
For the Year Ended May 31, 2020 | For the Year Ended May 31, 2019 | |||||||
| OPERATIONS: | ||||||||
| Net investment income/(loss) | $ | 177,878 | $ | (145,749 | ) | |||
| Net realized loss | (28,156,860 | ) | (2,044,302 | ) | ||||
| Net change in unrealized appreciation/(depreciation) | 6,276,356 | (11,649,398 | ) | |||||
| Net decrease in net assets resulting from operations | (21,702,626 | ) | (13,839,449 | ) | ||||
| DISTRIBUTIONS TO SHAREHOLDERS: | ||||||||
| From distributable earnings | ||||||||
| Institutional | (195,069 | ) | (242,364 | ) | ||||
| Retail | (23,662 | ) | (60,622 | ) | ||||
| Total distributions | (218,731 | ) | (302,986 | ) | ||||
| BENEFICIAL SHARE TRANSACTIONS (Note 5): | ||||||||
| Institutional Class | ||||||||
| Shares sold | 50,116,440 | 17,438,237 | ||||||
| Dividends reinvested | 117,925 | 234,504 | ||||||
| Shares redeemed | (30,526,915 | ) | (6,572,230 | ) | ||||
| Net increase from beneficial share transactions | 19,707,450 | 11,100,511 | ||||||
| Retail Class | ||||||||
| Shares sold | 1,876,831 | 2,101,601 | ||||||
| Dividends reinvested | 23,581 | 60,622 | ||||||
| Shares redeemed | (1,161,248 | ) | (2,765,366 | ) | ||||
| Net increase/(decrease) from beneficial share transactions | 739,164 | (603,143 | ) | |||||
| Net decrease in net assets | (1,474,743 | ) | (3,645,067 | ) | ||||
| NET ASSETS: | ||||||||
| Beginning of year | 31,699,340 | 35,344,407 | ||||||
| End of year | $ | 30,224,597 | $ | 31,699,340 | ||||
See Notes to Financial Statements.
| 14 | www.gr-funds.com |
| Goehring & Rozencwajg Resources Fund | Financial Highlights |
| Institutional Class | For a share outstanding throughout the periods presented |
| For the Year Ended May 31, 2020 | 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) | 0.03 | (0.03 | ) | (0.04 | ) | (0.01 | ) | |||||||||
| Net realized and unrealized gain/(loss) on investments | (1.59 | ) | (3.06 | ) | 1.42 | (1.55 | ) | |||||||||
| Total from investment operations | (1.56 | ) | (3.09 | ) | 1.38 | (1.56 | ) | |||||||||
| LESS DISTRIBUTIONS: | ||||||||||||||||
| From net investment income | (0.04 | ) | (0.08 | ) | (0.05 | ) | – | |||||||||
| From net realized gains on investments | – | – | (0.01 | ) | – | |||||||||||
| Total distributions | (0.04 | ) | (0.08 | ) | (0.06 | ) | – | |||||||||
| NET INCREASE/(DECREASE) IN NET ASSET VALUE | (1.60 | ) | (3.17 | ) | 1.32 | (1.56 | ) | |||||||||
| NET ASSET VALUE, END OF PERIOD | $ | 4.99 | $ | 6.59 | $ | 9.76 | $ | 8.44 | ||||||||
| TOTAL RETURN(c) | (23.82 | %) | (31.67 | %) | 16.40 | % | (15.60 | %) | ||||||||
| SUPPLEMENTAL DATA: | ||||||||||||||||
| Net assets, End of Period (in 000s) | $ | 26,088 | $ | 26,793 | $ | 26,647 | $ | 2,935 | ||||||||
| RATIOS TO AVERAGE NET ASSETS | ||||||||||||||||
| Operating expenses excluding reimbursement/waiver | 2.43 | % | 2.55 | % | 4.21 | % | 23.90 | %(d) | ||||||||
| Operating expenses including reimbursement/waiver | 0.92 | % | 0.92 | % | 0.92 | % | 0.92 | %(d) | ||||||||
| Net investment income/(loss) including reimbursement/waiver | 0.50 | % | (0.40 | %) | (0.45 | %) | (0.28 | %)(d) | ||||||||
| PORTFOLIO TURNOVER RATE | 84 | % | 25 | % | 15 | % | 5 | %(e) | ||||||||
| (a) | The Fund commenced operations on December 30, 2016. |
| (b) | Calculated using the average shares method. |
| (c) | 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. Assumes 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. The Total returns are for the period indicated and have not been annualized for the period ending May 31, 2017. For the period ending May 31, 2017, assumes an initial investment at commencement of operations. |
| (d) | Annualized. |
| (e) | Portfolio turnover rate for periods less than one full year have not been annualized. |
See Notes to Financial Statements.
| Annual Report | May 31, 2020 | 15 |
| Goehring & Rozencwajg Resources Fund | Financial Highlights |
| Retail Class | For a share outstanding throughout the periods presented |
| For the Year Ended May 31, 2020 | 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) | 0.02 | (0.04 | ) | (0.05 | ) | (0.02 | ) | |||||||||
| Net realized and unrealized gain/(loss) on investments | (1.59 | ) | (3.07 | ) | 1.41 | (1.56 | ) | |||||||||
| Total from investment operations | (1.57 | ) | (3.11 | ) | 1.36 | (1.58 | ) | |||||||||
| LESS DISTRIBUTIONS: | ||||||||||||||||
| From net investment income | (0.03 | ) | (0.06 | ) | (0.05 | ) | – | |||||||||
| From net realized gains on investments | – | – | (0.01 | ) | – | |||||||||||
| Total distributions | (0.03 | ) | (0.06 | ) | (0.06 | ) | – | |||||||||
| NET INCREASE/(DECREASE) IN NET ASSET VALUE | (1.60 | ) | (3.17 | ) | 1.30 | (1.58 | ) | |||||||||
| NET ASSET VALUE, END OF PERIOD | $ | 4.95 | $ | 6.55 | $ | 9.72 | $ | 8.42 | ||||||||
| TOTAL RETURN(c) | (24.09 | %) | (32.00 | %) | 16.20 | % | (15.80 | %) | ||||||||
| SUPPLEMENTAL DATA: | ||||||||||||||||
| Net assets, End of Period (in 000s) | $ | 4,137 | $ | 4,906 | $ | 8,698 | $ | 2,821 | ||||||||
| RATIOS TO AVERAGE NET ASSETS | ||||||||||||||||
| Operating expenses excluding reimbursement/waiver | 2.82 | % | 2.88 | % | 5.51 | % | 24.63 | %(d) | ||||||||
| Operating expenses including reimbursement/waiver | 1.25 | % | 1.25 | % | 1.25 | % | 1.25 | %(d) | ||||||||
| Net investment income/(loss) including reimbursement/waiver | 0.34 | % | (0.46 | %) | (0.52 | %) | (0.61 | %)(d) | ||||||||
| PORTFOLIO TURNOVER RATE | 84 | % | 25 | % | 15 | % | 5 | %(e) | ||||||||
| (a) | The Fund commenced operations on December 30, 2016. |
| (b) | Calculated using the average shares method. |
| (c) | 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. Assumes 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. The Total returns are for the period indicated and have not been annualized for the period ending May 31, 2017. For the period ending May 31, 2017, assumes an initial investment at commencement of operations. |
| (d) | Annualized. |
| (e) | Portfolio turnover rate for periods less than one full year have not been annualized. |
See Notes to Financial Statements.
| 16 | www.gr-funds.com |
| Goehring & Rozencwajg Resources Fund | Notes to Financial Statements |
May 31, 2020
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.
| Annual Report | May 31, 2020 | 17 |
| Goehring & Rozencwajg Resources Fund | Notes to Financial Statements |
May 31, 2020
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:
| 18 | www.gr-funds.com |
| Goehring & Rozencwajg Resources Fund | Notes to Financial Statements |
May 31, 2020
| 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 May 31, 2020:
| Investments in Securities at Value* | Level 1 - Quoted Prices | Level 2 - Other Significant Observable Inputs | Level 3 - Significant Unobservable Inputs | Total | ||||||||||||
| Common Stocks | $ | 27,394,124 | $ | – | $ | – | $ | 27,394,124 | ||||||||
| Warrants | – | 16,957 | – | 16,957 | ||||||||||||
| Corporate Bonds | – | 986,367 | – | 986,367 | ||||||||||||
| Short Term Investments | 1,217,575 | – | – | 1,217,575 | ||||||||||||
| Total | $ | 28,611,699 | $ | 1,003,324 | $ | – | $ | 29,615,023 | ||||||||
| * | 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.
As of and during the year ended May 31, 2020, 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.
| Annual Report | May 31, 2020 | 19 |
| Goehring & Rozencwajg Resources Fund | Notes to Financial Statements |
May 31, 2020
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
Reclassifications: As of May 31, 2020, no permanent differences on book and tax accounting were reclassified. These differences had no effect on net assets:
| Paid-in Capital | Distributable Earnings |
| $– | $– |
Tax Basis of Investments: As of May 31, 2020, the aggregate cost of investments, gross unrealized appreciation/(depreciation) and net unrealized appreciation/(depreciation) for federal tax purposes was as follows:
| Gross unrealized appreciation (excess of value over tax cost) | $ | (2,724,331 | ) | |
| Gross unrealized depreciation (excess of tax cost over value) | (8,717,182 | ) | ||
| Net unrealized depreciation | $ | (11,441,513 | ) | |
| Cost of investments for income tax purposes | $ | 41,056,536 |
The difference between the federal income tax cost of portfolio investments and other financial instruments and the financial statement cost is due to certain timing differences in the recognition of capital gains or losses under income tax regulations and GAAP. These “book/tax” differences are temporary in nature and are due to the tax deferral of losses on wash sales and certain market to market adjustments.
Components of Distributable Earnings: As of May 31, 2020, components of distributable earnings were as follows:
| Undistributed ordinary income | $ | 446,808 | ||
| Accumulated capital loss | (23,402,347 | ) | ||
| Net unrealized depreciation | (11,441,513 | ) | ||
| Total | $ | (34,397,052 | ) |
| 20 | www.gr-funds.com |
| Goehring & Rozencwajg Resources Fund | Notes to Financial Statements |
May 31, 2020
Capital Losses: Under current law, capital losses maintain their character as short-term or long-term and are carried forward to the next tax year without expiration. As of the current fiscal year end, the following amounts are available as carry forwards to the next tax year:
| Short-Term | Long-Term |
| $1,550,494 | $1,443,165 |
Capital Losses arising in the post-October period of the current fiscal year may be deferred to the next fiscal year if the fund elects to defer the recognition of these losses. When this election is made, any losses recognized during the period are treated as having occurred on the first day of the next fiscal year separate from and in addition to the application of normal capital loss carry forwards as described above.
The Fund elects to defer to the period ending May 31, 2021, capital losses recognized during the period November 1, 2019 – May 31, 2020 in the amount of: $20,408,688
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, 2020, were as follows:
| Distributions Paid From: | ||||
| Ordinary Income | $ | 218,731 | ||
| Total | $ | 218,731 | ||
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 | ||
4. SECURITIES TRANSACTIONS
The cost of purchases and proceeds from sales of securities (excluding short-term securities) during the year ended May 31, 2020, was as follows:
| Purchases of Securities | Proceeds from Sales of Securities | |||||
| $ | 48,821,713 | $ | 28,996,483 | |||
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.
| Annual Report | May 31, 2020 | 21 |
| Goehring & Rozencwajg Resources Fund | Notes to Financial Statements |
May 31, 2020
| For the Year Ended May 31, 2020 | For the Year Ended May 31, 2019 | |||||||
| Institutional Class | ||||||||
| Shares sold | 8,818,709 | 2,243,028 | ||||||
| Shares issued in reinvestment of distributions to shareholders | 18,004 | 35,053 | ||||||
| Shares redeemed | (7,673,468 | ) | (941,024 | ) | ||||
| Net increase in shares outstanding | 1,163,245 | 1,337,057 | ||||||
| Retail Class | ||||||||
| Shares sold | 327,317 | 226,684 | ||||||
| Shares issued in reinvestment of distributions to shareholders | 3,622 | 9,102 | ||||||
| Shares redeemed | (244,203 | ) | (382,400 | ) | ||||
| Net increase/(decrease) in shares outstanding | 86,736 | (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 $11,515 during the year ended May 31, 2020, 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.
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 year ended May 31, 2020, are disclosed in the Statement of Operations.
| 22 | www.gr-funds.com |
| Goehring & Rozencwajg Resources Fund | Notes to Financial Statements |
May 31, 2020
For the year ended May 31, 2020, the fee waivers and/or reimbursements were as follows:
| Fund | Fees Waived/Reimbursed by Adviser | |||
| Institutional Class | $ | (492,711 | ) | |
| Retail Class | (73,312 | ) | ||
| TOTAL | $ | (566,023 | ) | |
As of May 31, 2020, the balances of recoupable expenses for the Fund were as follows:
| Fund | Expiring in Fiscal Year 2021 | Expiring in Fiscal Year 2022 | Expiring in Fiscal Year 2023 | |||||||||
| Institutional Class | $ | 490,462 | $ | 449,420 | $ | 492,711 | ||||||
| Retail Class | 210,396 | 125,419 | 73,312 | |||||||||
| TOTAL | $ | 700,858 | $ | 574,839 | $ | 566,023 | ||||||
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 related expenses. 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.
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.
| Annual Report | May 31, 2020 | 23 |
| Goehring & Rozencwajg Resources Fund | Notes to Financial Statements |
May 31, 2020
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 year ended May 31, 2020, 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 year ended May 31, 2020, 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 year ended May 31, 2020, are disclosed in the Statement of Operations.
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 May 31, 2020, 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 | 30.42% |
| Retail | Leigh Goehring | 55.99% |
7. PRINCIPAL RISKS
The following is a description of select principal risks of the Fund’s portfolio, which may adversely affect its net asset value, yield and total return. An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. As with any mutual fund, there is no guarantee that the Fund will achieve its investment objective. The Fund's prospectus and statement of additional information provide details of the risks the Fund is subject to.
Commodities Risk: Commodity prices can be extremely volatile, and exposure to commodities can cause the net asset value of the Fund’s shares to decline or fluctuate more than if the Fund had a broader range of investments. To the extent that the Fund is more heavily exposed to a commodity sub-sector that undergoes a period of weakness, an investor can expect poor returns from the Fund.
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| Goehring & Rozencwajg Resources Fund | Notes to Financial Statements |
May 31, 2020
Concentration Risk: The Fund concentrates its investments in natural resources investments. Concentrating in natural resources investments increases the risk of loss because the stocks of many or all of the companies in the natural resources industry may decline in value due to a development adversely affecting the industry or one or more particular sub-industries or commodities. In addition, investors may buy or sell substantial amounts of the Fund’s shares in response to factors affecting or expected to affect the natural resources industry, resulting in extreme inflows and outflows of cash into and out of the Fund. Such inflows or outflows might affect management of the Fund adversely to the extent they were to cause the Fund’s cash position or cash requirements to exceed normal levels.
Coronavirus (COVID-19) Pandemic Risk: An outbreak of COVID-19 that was detected in China in December 2019 has spread globally. The impact of the COVID-19 pandemic has negatively affected the worldwide economy, as well as the economies of individual countries and individual companies and can affect the market in general in significant and unforeseen ways. Health crises caused by outbreaks, such as the COVID-19 pandemic, may exacerbate other pre-existing political, social and economic risks and disrupt normal market conditions and operations. The near-term impact of the COVID-19 pandemic has resulted in substantial market volatility, which may have an adverse effect on the Fund’s investments.
Market Disruption and Geopolitical Risk: Geopolitical and other events may disrupt securities markets and adversely affect global economies and markets. Those events, as well as other changes in non-U.S. and U.S. economic and political conditions, could adversely affect the value of the Fund’s investments.
Natural Resources Investment Risk: Investment in companies in the natural resources industries can be significantly affected by (often rapid) changes in supply of, or demand for, various natural resources. They may also be affected by changes in energy prices, international political and economic developments, environmental incidents, energy conservation, the success of exploration projects, changes in commodity prices, and tax and other government regulations. Energy prices may decline sharply, and a prolonged slump in energy prices is likely to have a negative effect on companies that extract, process or deliver energy-related commodities.
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.
9. SUBSEQUENT EVENTS
Subsequent events after the date of the Statement of Assets and Liabilities have been evaluated through the date the financial statements were issued. Management has determined that no events or transactions occurred requiring adjustment or disclosure in the financial statements.
| Annual Report | May 31, 2020 | 25 |
| Goehring & Rozencwajg Resources Fund | Report of Independent Registered Public Accounting Firm |
GRANT THORNTON LLP
Two Commerce Square
2001 Market Street, Suite 700
Philadelphia, PA 19103
D +1 215.561.4200
F +1 215.561.1066
GT.COM
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Trustees and Shareholders
Goehring & Rozencwajg Resources Fund
Opinion on the financial statements
We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Goehring & Rozencwajg Resources Fund (the “Fund”), a portfolio of the Goehring & Rozencwajg Investment Funds, as of May 31, 2020, and the related statement of operations for the year then ended, and the statements of changes in net assets for each of the two years in the period ended May 31, 2020, and the financial highlights for each of the three years in the period ended May 31, 2020, and for the period from December 30, 2016 (date of commencement of operations) through May 31, 2017, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of May 31, 2020, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended May 31, 2020, and its financial highlights for each of the three years in the period ended May 31, 2020 and for the period from December 30, 2016 (date of commencement of operations) through May 31, 2017, in conformity with accounting principles generally accepted in the United States of America.
Basis for opinion
These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
Grant Thornton LLP is the U.S. member firm of Grant Thornton International Ltd (GTIL). GTIL and each of its member firms are separate legal entities and are not a worldwide partnership.
| 26 | www.gr-funds.com |
| Goehring & Rozencwajg Resources Fund | Report of Independent Registered Public Accounting Firm |
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of May 31, 2020, by correspondence with the custodian. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
We have served as the Fund’s auditor since 2016
Philadelphia, Pennsylvania
July 29, 2020
| Annual Report | May 31, 2020 | 27 |
| Goehring & Rozencwajg Resources Fund | Additional Information |
May 31, 2020 (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.
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.
3. TAX DESIGNATIONS
The Fund designates the following for federal income tax purposes for the calendar year ended December 31, 2020:
Qualified Dividend Income – 100.00%
Corporate Dividends Received Deduction – 66.65%
In early 2020, shareholders of record should have received this information for the distributions paid to them by the Fund during the calendar year 2019 via Form 1099. The Fund will notify shareholders in early 2021 of the amounts paid to them by the Fund, if any, during the calendar year 2020.
| 28 | www.gr-funds.com |
| Goehring & Rozencwajg Resources Fund | Trustees and Officers |
May 31, 2020 (Unaudited)
Additional information regarding the Fund’s trustees is included in the Statement of Additional Information, which can be obtained without charge by calling 1-844-464-6467.
The business and affairs of the Fund are managed under the direction of the Board. The Board approves all significant agreements between the Fund and the persons or companies that furnish services to the Fund, including agreements with its distributor, investment adviser, administrator, custodian and transfer agent.
The name, age and principal occupations for the past five years of the Trustees and officers of the Trust are listed below, along with the number of portfolios in the fund complex overseen by and the other directorships held by each Trustee. The business address for each Trustee and officer of the Trust is c/o Goehring & Rozencwajg Associates, LLC, 110 Wall Street, New York, NY 10005.
INDEPENDENT TRUSTEES
| Name and Year of Birth | Position with | Term of Office of Time | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen | Other Directorships Held by |
Mark (1961)
| Trustee | Since September 7, 2016 | Independent Consultant for Financial and Capital Market Transactions since October 2018. Managing Director, Bradley Woods & Co. Ltd. (an investment banking firm) March 2014 to October 2018 | 1 | Endowment Committee, Grace Church (Madison, N.J.). |
J. Douglas Newsome (1960)
| Trustee | Since October 25, 2016 | Managing Director, Director of Research, Perkins Fund Marketing, LLC (a broker dealer) since August 2012. | 1 | None. |
Edward O’Brien (1985)
| Trustee | Since October 25, 2016 | Vice President – Asia Pacific Operations at Xcoal Energy & Resources (since September 2019); Capital Markets & Marketing, Xcoal Energy & Resources (January 2017 – August 2019); Chief Executive Officer, Doyle Trading Consultants (July 2014 – December 2016). | 1 | None. |
| (1) | Each Trustee serves until retirement, resignation or removal from the Board. |
| (2) | For purposes of this table, the GRA Fund Complex includes only the Trust. |
| Annual Report | May 31, 2020 | 29 |
| Goehring & Rozencwajg Resources Fund | Trustees and Officers |
May 31, 2020 (Unaudited)
| Name and Year of Birth | Position with | Term of Office of Time | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen | Other Directorships Held by |
Thomas B. Stiles, II (1940) | Trustee | Since September 7, 2016 | President/ Chairman of the Board (since 1998) and Board Member (since 1973), Cedar Lawn Corporation (a non-profit cemetery). | 1 | Director (from October 2003 to September 2015) and Non-Executive Chairman of the Board (from April 2009 to July 2013), Sanford C. Bernstein Fund, Inc. |
| (1) | Each Trustee serves until retirement, resignation or removal from the Board. |
| (2) | For purposes of this table, the GRA Fund Complex includes only the Trust. |
INTERESTED TRUSTEE
Name and Year of Birth | Position with the Trust | Term of Office And Length of Time Served(1) | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Trustee(2) | Other Directorships Held by Trustee |
Adam A. Rozencwajg* (1984) | Trustee | Since July 14, 2016 | Managing Partner, Goehring & Rozencwajg Associates, LLC (an investment advisor) since January 2016; Vice President, Chilton Investment Company, LLC (a hedge fund) from October 2007 to December 2015. | 1 | None. |
| * | Mr. Rozencwajg is an interested person of the Trust (as defined in the 1940 Act) (an “Interested Trustee”) because of his position with GRA. |
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| Goehring & Rozencwajg Resources Fund | Trustees and Officers |
May 31, 2020 (Unaudited)
OFFICERS
Name and Year of Birth | Position with the Trust | Term of Office And Length of Time Served(1) | Principal Occupation(s) During Past 5 Years |
Adam A. Rozencwajg (1984) | President, Chief Executive Officer, Treasurer and Chief Financial Officer | Since 2016 | Managing Partner, Goehring & Rozencwajg Associates, LLC (an investment advisor) since January 2016; Vice President, Chilton Investment Company, LLC (a hedge fund) from October 2007 to December 2015. |
Lucas Foss (1977) | Chief Compliance Officer and AML Compliance Officer | Since 2017 | Deputy Chief Compliance Officer, ALPS Holdings, Inc. since December 2017. Mr. Foss rejoined ALPS in November 2017 as Vice President and Deputy Chief Compliance Officer. Prior to his current role, Mr. Foss served as the Director of Compliance at Transamerica Asset Management (July 2015-November 2017) and Deputy Chief Compliance Officer at ALPS (September 2012 – June 2015). Mr. Foss is also CCO of 1WS Credit Income Fund, X-Square Balanced Fund, Goehring & Rozencwajg Investment Funds, Broadstone Real Estate Access Fund, ALPS Series Trust, Clough Global Equity Fund, Clough Global Opportunity Fund and Clough Global Dividend and Income Fund. |
Jen Craig (1973) | Clerk | Since 2020 | Assistant Vice President, Paralegal Manager, ALPS Fund Services, Inc. since March 2020. She serves as the Assistant Secretary of Financial Investors Trust, Liberty All-Star Funds, Clough Global Equity Fund, Clough Global Dividend and Income Fund, Clough Global Opportunity Fund, Liberty All-Star Equity Fund,, Liberty All-Star Growth Fund, Inc. and Principal Real Estate Income Fund. |
| (1) | Officers are typically elected every year, unless an officer earlier retires, resigns or is removed from office. |
None of the Independent Trustees or their immediate family members owns securities in the Adviser or Distributor, nor do they own securities in any entity directly or indirectly controlling, controlled by or under common control with the Adviser or Distributor.
| Annual Report | May 31, 2020 | 31 |
| Item 2. | Code of Ethics. |
| (a) | The Registrant, as of the end of the period covered by this report, has adopted a code of ethics that applies to the Registrant’s principal executive officer, principal financial officer, principal accounting officer or controller or any persons performing similar functions on behalf of the Registrant. |
| (b) | Not applicable. |
| (c) | During the period covered by this report, no amendments to the provisions of the code of ethics adopted in Item 2(a) above were made. |
| (d) | During the period covered by this report, no implicit or explicit waivers to the provisions of the code of ethics adopted in Item 2(a) above were granted. |
| (e) | Not applicable. |
| (f) | The Registrant’s Code of Ethics is attached as Exhibit 13.A.1. hereto. |
| Item 3. | Audit Committee Financial Expert. |
The Board of Trustees has determined that no members of the Audit Committee are an "audit committee financial expert" as that term is defined under applicable regulatory guidelines.
| Item 4. | Principal Accountant Fees and Services. |
| (a) | Audit Fees: For the Registrant’s fiscal year ended May 31, 2020 and May 31, 2019, the aggregate fees billed for professional services rendered by the principal accountant for the audit of the Registrant’s annual financial statements were $30,000 and $29,000 respectively. |
| (b) | Audit-Related Fees: The aggregate fees billed for the registrant's fiscal years ended May 31, 2020 and May 31, 2019 for assurance and related services by the registrant's principal accountant reasonably related to the performance of audit of the registrant's financial statements and not reported under Paragraph (a) of this Item were $0 and $0 respectively. Such services consisted of a report of the Fund's transfer agent internal controls pursuant to rule 17AD-13, semi-annual report review and a report on the Fund's anti-money laundering controls and policies. |
2
| (c) | Tax Fees: For the Registrant’s fiscal year ended May 31, 2020 and May 31, 2019, the aggregate fees billed for professional services rendered by the principal accountant for tax compliance, tax advice and tax planning were $3,900 and $3,900. The fiscal year 2020 and 2019 tax fees were for services pertaining to federal and state income tax return review, review of year-end dividend distributions and excise tax preparation. |
| (d) | All Other Fees: For the Registrant’s fiscal years ended May 31, 2020 and May 31, 2019, aggregate fees billed to the Registrant by the principal accountant for services provided by the principal accountant other than the services reported in paragraphs (a) through (c) of this Item 4 were $1,500 and $1,500. |
| (e) | (e)(1) Audit Committee Pre-Approval Policies and Procedures: All services to be performed by the Registrant's principal accountant must be pre-approved by the Registrant's Audit Committee. |
| (e)(2) | No services described in paragraphs (b) through (d) of this Item 4 were approved by the Registrant’s audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X. |
| (f) | Not applicable. |
| (f) |
| (g) | The aggregate non-audit fees of $0 and $0 were billed by the registrant’s principal accountant for services rendered to the registrant, and rendered to the registrant’s investment adviser, and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for each of the fiscal years ended May 31, 2020 and May 31, 2019. |
| (h) | Not applicable. |
| Item 5. | Audit Committee of Listed Registrants. |
Not applicable to Registrant.
| Item 6. | Investments. |
| (a) | Schedule of Investments is included as part of the Report to Stockholders filed under Item 1 of this Form N-CSR. |
| (b) | Not applicable. |
3
| 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 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 to Registrant.
| Item 13. | Exhibits. |
| (a)(1) | The Code of Ethics that applies to the Registrant’s principal executive officer and principal financial officer is attached hereto as Exhibit 13.A.1. |
| (a)(2) | The certifications required by Rule 30a-2(a) of the Investment Company Act of 1940, as amended, are attached hereto as Exhibit 99.Cert. |
4
| (a)(3) | Not applicable. |
| (a)(4) | Not applicable. |
5
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: | August 10, 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: | August 10, 2020 | ||
6