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 811-23499
Goldman Sachs Real Estate Diversified Income Fund
(Exact name of registrant as specified in charter)
200 West Street, New York, New York 10282
(Address of principal executive offices) (Zip code)
Copies to:
| | |
Caroline Kraus, Esq. | | Stephen H. Bier, Esq. |
Goldman Sachs & Co. LLC | | William J. Bielefeld, Esq. |
200 West Street | | Dechert LLP |
New York, New York 10282 | | 1095 Avenue of the Americas |
| | New York, NY 10036 |
(Name and address of agents for service)
Registrant’s telephone number, including area code: (212) 902-1000
Date of fiscal year end: September 30
Date of reporting period: March 31, 2022
ITEM 1. | REPORTS TO STOCKHOLDERS. |
| The Semi-Annual Report to Shareholders is filed herewith. |
Goldman Sachs Interval Fund
| | | | |
| | |
Semi-Annual Report | | | | March 31, 2022 |
| | |
| | | | Real Estate Diversified Income Fund |
Goldman Sachs Real Estate Diversified Income Fund
| | | | |
| | |
NOT FDIC-INSURED | | May Lose Value | | No Bank Guarantee |
MARKET REVIEW
Goldman Sachs Real Estate Diversified Income Fund
The following are highlights both of key factors affecting the U.S. real estate securities market and of any key changes made to the Goldman Sachs Real Estate Diversified Income Fund (the “Fund”) during the six months ended March 31, 2022 (the “Reporting Period”). A fuller review will appear in the Fund’s annual shareholder report covering the 12 months ended September 30, 2022.
Market and Economic Review
• | | For the Reporting Period overall, the U.S. real estate securities market outperformed both the broader U.S. equity market and the U.S. fixed income market. |
• | | Such strong performance was attributable, in our view to the asset class delivering an attractive yield, improved growth prospects and hedging benefits against rising inflation and corporate taxes. Real estate investment trusts (“REITs”) are exempt from corporate taxes. U.S. real estate securities have also been the beneficiary of government fiscal spending. |
• | | Still, there was a wide dispersion of returns across companies and property types during the Reporting Period. |
| • | | Overall, the self-storage REIT sub-sector was strongest during the Reporting Period, benefiting from increased transiency, driven by demographic shifts, including an aging population; high tax to low tax migration; and urban to suburban trends. |
| • | | The technology REIT sub-sector was weakest and the only sub-sector to post a negative absolute return for the Reporting Period as a whole. |
• | | Looking at the Reporting Period more closely, the U.S. real estate securities market outperformed the broader U.S. equity market during the fourth quarter of 2021. |
| • | | All real estate sub-sectors posted positive returns, with the industrial REIT sub-sector leading the way. |
| • | | Industrial REITs benefited from accelerating e-commerce trends amid the persistent COVID-19 pandemic. |
• | | During the first quarter of 2022, the U.S. real estate securities market continued to outperform the broader U.S. equity market even though the quarter was marked by widespread volatility and low equity returns. |
| • | | Amongst the major economic and geopolitical developments of the first calendar quarter was the dramatic repricing of the U.S. Federal Reserve interest rate hike path and accelerated expectations for a more aggressive balance sheet runoff phase given widespread concerns about elevated and persistent inflation pressures. |
| • | | Health care REITs performed best during the quarter given their defensive/value tilt. |
| • | | Technology REITs lagged, posting double-digit negative returns, struggling amid the rotation away from more growth-oriented names during the quarter. |
Fund Changes and Highlights
• | | No material changes were made to the Fund during the Reporting Period. |
• | | On April 1, 2022, just after the close of the Reporting Period, the Fund entered into an amendment (the “Amendment”) to its margin loan agreement by and between the Fund and the Bank of Nova Scotia that had established a revolving credit facility with a commitment of up to $35 million. The Amendment increased the commitment under the revolving credit facility to $75 million. |
Sector, sub-sector and property type designations throughout this shareholder report are defined by GSAM.
1
FUND BASICS
Real Estate Diversified Income Fund
as of March 31, 2022
| | | | | | |
| | PERFORMANCE REVIEW | |
| | |
| | October 1, 2021–March 31, 2022 | | Fund Total Return (based on NAV)1 | |
| | |
| | Class A | | | 6.54 | % |
| | Class C | | | 6.16 | |
| | Class I | | | 6.65 | |
| | Class L | | | 6.40 | |
| | Class W | | | 6.52 | |
| | Class P | | | 6.65 | |
1 | | The net asset value (“NAV”) represents the net assets of the class of the Fund (ex-dividend) divided by the total number of shares of the class outstanding. The Fund’s performance assumes the reinvestment of dividends and other distributions. The Fund’s performance does not reflect the deduction of any applicable sales charges. |
The returns set forth in the table above represent past performance. Past performance does not guarantee future results. The Fund’s investment return and principal value will fluctuate so that an investor’s shares, when repurchased, may be worth more or less than their original cost. Current performance may be lower or higher than the performance quoted above. Please visit our web site at www.GSAMFUNDS.com to obtain the most recent month-end returns. Performance reflects applicable fee waivers and/or expense limitations in effect during the periods shown. In their absence, performance would be reduced. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the repurchase of Fund shares.
| | | | | | | | |
| | TOP TEN HOLDINGS AS OF 3/31/222 |
| | | |
| | Holding | | % of Net Assets | | | Line of Business |
| | | |
| | Oaktree Global Credito FIC FIM | | | 8.2 | % | | Private REITs & Private Investment Funds |
| | CBRE U.S. Core Partners, LP | | | 4.6 | | | Private REITs & Private Investment Funds |
| | TA Realty Core Property Fund, LP | | | 4.4 | | | Private REITs & Private Investment Funds |
| | Carlyle Property Investors, LP | | | 4.4 | | | Private REITs & Private Investment Funds |
| | Greystart Student Housing Growth and Income Fund | | | 3.9 | | | Private REITs & Private Investment Funds |
| | Brookfield Premier Real Estate Partners, LP | | | 3.6 | | | Private REITs & Private Investment Funds |
| | Prologis Targeted U.S. Logistics Holdings II, LP | | | 3.3 | | | Private REITs & Private Investment Funds |
| | Menlo Equities Absolute Return Fund, LP | | | 3.1 | | | Private REITs & Private Investment Funds |
| | Heitman Core Real Estate Debt Income Trust, LP | | | 3.1 | | | Private REITs & Private Investment Funds |
| | American Tower Corp. REIT | | | 2.7 | | | Real Estate |
2 | | The top 10 holdings may not be representative of the Fund’s future investments. |
2
FUND BASICS
|
ASSET CLASS ALLOCATION3 |
|
Percentage of Net Assets |
3 | | The Fund is actively managed and, as such, its composition may differ over time. Consequently, the Fund’s overall allocations may differ from percentages contained in the graph above. Figures in the above graph may not sum to 100% due to the exclusion of other assets and liabilities. |
For more information about your Fund, please refer to www.GSAMFUNDS.com. There, you can learn more about your Fund’s investment strategies, holdings, and performance.
3
GOLDMAN SACHS REAL ESTATE DIVERSIFIED INCOME FUND
Consolidated Schedule of Investments
March 31, 2022 (Unaudited)
| | | | | | | | |
| | | Description | | Value | |
|
Private Real Estate Investment Trusts & Private Investment Funds – 54.0%(a) | |
| | | | Ares Real Estate Enhanced Income Fund, LP | | $ | 7,023,068 | |
| | | | Ares US Real Estate Fund IX, LP | | | 6,365,680 | |
| | | | Bain Capital Real Estate Fund I-B, LP | | | 9,705,035 | |
| | | | Brookfield Premier Real Estate Partners, LP | | | 19,733,525 | |
| | | | Brookfield Real Estate Finance Fund V, LP | | | 10,384,911 | |
| | | | Carlyle Property Investors, LP | | | 23,783,782 | |
| | | | CBRE U.S. Core Partners, LP | | | 25,000,000 | |
| | | | Clarion Partners Debt Investment Fund, LP | | | 7,270,291 | |
| | | | Clarion Ventures 4, LP | | | 10,738,488 | |
| | | | Greystart Student Housing Growth and Income Fund | | | 21,091,312 | |
| | | | Heitman Core Real Estate Debt Income Trust, LP | | | 16,795,288 | |
| | | | Menlo Equities Absolute Return Fund, LP | | | 17,067,032 | |
| | | | Nuveen U.S. Core-Plus Real Estate Debt Fund, LP | | | 9,153,637 | |
| | | | Oaktree Global Credito FIC FIM | | | 44,581,284 | |
| | | | Prologis Targeted U.S. Logistics Holdings II, LP | | | 18,150,389 | |
| | | | Sculptor Real Estate Credit Fund, LP | | | 11,336,490 | |
| | | | TA Realty Core Property Fund, LP | | | 24,067,073 | |
| | | | The Trumbull Property Fund, LP | | | 6,019,965 | |
| | | | Truman 2016 SC5, LLC | | | 175,787 | |
| | | | Voya Commercial Mortgage Lending Fund, LP | | | 5,435,942 | |
| | |
| TOTAL PRIVATE REAL ESTATE INVESTMENT | |
| TRUSTS & PRIVATE INVESTMENT FUNDS | |
| (Cost $264,334,038) | | $ | 293,878,979 | |
| | |
| | | | | | | | |
| | | | | | | | |
Shares | | | Description | | Value | |
|
Common Stocks – 35.1% | |
Equity Real Estate Investment Trusts (REITs) – 24.0% | |
| 53,281 | | | Alexandria Real Estate Equities, Inc. REIT | | $ | 10,722,801 | |
| 59,410 | | | American Tower Corp. REIT | | | 14,924,980 | |
| 246,418 | | | Americold Realty Trust REIT | | | 6,870,134 | |
| 42,576 | | | AvalonBay Communities, Inc. REIT | | | 10,574,601 | |
| 38,209 | | | Camden Property Trust REIT | | | 6,350,336 | |
| 190,655 | | �� | Duke Realty Corp. REIT | | | 11,069,429 | |
| 12,902 | | | Equinix, Inc. REIT | | | 9,568,381 | |
| 135,171 | | | Equity LifeStyle Properties, Inc. REIT | | | 10,337,878 | |
| 25,698 | | | Essex Property Trust, Inc. REIT | | | 8,878,145 | |
| 74,912 | | | Invitation Homes, Inc. REIT | | | 3,009,964 | |
| 279,821 | | | MGM Growth Properties LLC, Class A REIT | | | 10,829,073 | |
| 24,290 | | | Public Storage REIT | | | 9,479,901 | |
| 115,724 | | | Ryman Hospitality Properties, Inc. REIT* | | | 10,735,716 | |
| 41,820 | | | Sun Communities, Inc. REIT | | | 7,330,628 | |
| | | | | | | | |
| | | | | | | 130,681,967 | |
| | |
Mortgage Real Estate Investment Trusts (REITs) – 11.1% | |
| 847,195 | | | Angel Oak Mortgage, Inc. REIT | | | 13,902,470 | |
| 724,584 | | | Apollo Commercial Real Estate Finance, Inc. REIT | | | 10,093,455 | |
| 188,378 | | | Claros Mortgage Trust, Inc. | | | 3,228,799 | |
| 950,747 | | | Ladder Capital Corp. REIT | | | 11,285,367 | |
| 652,850 | | | PennyMac Mortgage Investment Trust REIT | | | 11,026,637 | |
| | |
|
Common Stocks – (continued) | |
Mortgage Real Estate Investment Trusts (REITs) – (continued) | |
| 917,921 | | | TPG RE Finance Trust, Inc. REIT | | | 10,840,647 | |
| | | | | | | | |
| | | | | | | 60,377,375 | |
| | |
| TOTAL COMMON STOCKS | |
| (Cost $187,786,111) | | $ | 191,059,342 | |
| | |
| | | | | | | | | | | | |
Shares | | Description | | | Dividend Rate | | | Value | |
|
Preferred Stocks – 3.1% | |
Mortgage Real Estate Investment Trusts (REITs) – 3.1% | |
72,971 | |
| Annaly Capital Management, Inc., Series F | | | | 6.95 | % | | $ | 1,773,925 | |
81,652 | |
| MFA Financial, Inc., Series C | | | | 6.50 | | | | 1,860,849 | |
81,155 | |
| New Residential Investment Corp., Series B | | | | 7.13 | | | | 1,998,036 | |
76,231 | |
| New Residential Investment Corp., Series A | | | | 7.50 | | | | 1,940,841 | |
77,122 | |
| PennyMac Mortgage Investment Trust, Series B | | | | 8.00 | | | | 2,006,714 | |
72,142 | |
| PennyMac Mortgage Investment Trust, Series A | | | | 8.13 | | | | 1,879,299 | |
79,349 | |
| Two Harbors Investment Corp., Series B | | | | 7.63 | | | | 1,931,355 | |
131,094 | |
| Two Harbors Investment Corp., Series A | | | | 8.13 | | | | 3,328,477 | |
| | | | | | | | | | | | |
| | | | | | | | | | | 16,719,496 | |
| |
TOTAL PREFERRED STOCKS | |
(Cost $16,965,210) | | | | | | | $ | 16,719,496 | |
| |
| | | | | | | | | | | | |
|
Public Non-Traded Real Estate Investment Trusts – 0.1%(a)(b) | |
168,566 | |
| NorthStar Healthcare Income, Inc. | | | | | | | | | |
(Cost $1,592,486) | | | | | | | $ | 659,092 | |
| |
| | | | | | | | | | | | |
| | | | | | | | |
Shares | | | Dividend Rate | | Value | |
|
Investment Company – 9.6%(c) | |
| Goldman Sachs Financial Square Government Fund – Institutional Shares | |
| 52,520,998 | | | 0.253% | | $ | 52,520,998 | |
| (Cost $52,520,998) | |
| | |
| TOTAL INVESTMENTS – 101.9% | |
| (Cost $523,198,843) | | $ | 554,837,907 | |
| | |
| LIABILITIES IN EXCESS OF
OTHER ASSETS – (1.9)% | | | (10,225,185 | ) |
| | |
| NET ASSETS – 100.0% | | $ | 544,612,722 | |
| | |
| | |
4 | | The accompanying notes are an integral part of these consolidated financial statements. |
GOLDMAN SACHS REAL ESTATE DIVERSIFIED INCOME FUND
| | |
|
The percentage shown for each investment category reflects the value of investments in that category as a percentage of net assets. |
| |
* | | Non-income producing security. |
| |
(a) | | Restricted securities are not registered under the Securities Act of 1933 and are subject to legal restrictions on sale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are subsequently registered and the registration statement is effective. Disposal of these securities may involve time consuming negotiations and prompt sale at an acceptable price may be difficult. Total market value of restricted securities amounts to $294,538,071, which represents approximately 54.1% of net assets as of March 31, 2022. See additional details below: |
| | | | | | | | | | |
| | Security | | Date(s) of Purchase | | | Cost | |
| | Ares Real Estate Enhanced Income Fund, LP | | | 10/31/19-11/24/20 | | | | $7,019,053 | |
| | Ares US Real Estate Fund IX, LP | | | 09/19/19-12/01/21 | | | | 7,166,235 | |
| | Bain Capital Real Estate Fund I-B, LP | | | 12/18/19-12/09/21 | | | | 6,003,784 | |
| | Brookfield Premier Real Estate Partners, LP | | | 10/01/19-12/20/21 | | | | 16,000,000 | |
| | Brookfield Real Estate Finance Fund V, LP | | | 10/03/19-03/28/22 | | | | 11,422,178 | |
| | Carlyle Property Investors, LP | | | 10/01/19-04/01/20 | | | | 16,987,157 | |
| | CBRE U.S. Core Partners, LP | | | 03/30/22 | | | | 25,000,000 | |
| | Clarion Partners Debt Investment Fund, LP | | | 02/14/17-03/30/22 | | | | 7,237,057 | |
| | Clarion Ventures 4, LP | | | 07/01/16-07/10/19 | | | | 9,793,571 | |
| | Greystart Student Housing Growth and Income Fund | | | 01/04/22 | | | | 20,000,000 | |
| | Heitman Core Real Estate Debt Income Trust, LP | | | 07/27/17-11/13/17 | | | | 16,702,937 | |
| | Menlo Equities Absolute Return Fund, LP | | | 06/28/19 | | | | 16,000,000 | |
| | NorthStar Healthcare Income, Inc. | | | 11/27/13-03/12/15 | | | | 1,592,486 | |
| | Nuveen U.S. Core-Plus Real Estate Debt Fund, LP | | | 10/01/19-03/23/22 | | | | 9,529,694 | |
| | Oaktree Global Credito FIC FIM | | | 10/07/21-03/31/22 | | | | 40,000,000 | |
| | Prologis Targeted U.S. Logistics Holdings II, LP | | | 01/03/20-07/15/20 | | | | 10,095,637 | |
| | Sculptor Real Estate Credit Fund, LP | | | 01/21/20-03/31/22 | | | | 11,622,022 | |
| | TA Realty Core Property Fund, LP | | | 01/04/22-03/21/22 | | | | 22,838,238 | |
| | The Trumbull Property Fund, LP | | | 01/04/16-10/01/18 | | | | 5,520,111 | |
| | Truman 2016 SC5, LLC | | | 10/21/19 | | | | — | |
| | Voya Commercial Mortgage Lending Fund, LP | | | 10/11/19-12/30/19 | | | | 5,396,364 | |
| | Total | | | | | | | $265,926,524 | |
| | |
| |
(b) | | Significant unobservable inputs were used in the valuation of this portfolio security; i.e. Level 3. |
| |
(c) | | Represents an affiliated issuer. |
| | | | |
|
Investment Abbreviations: |
LP | | —Limited Partnership |
REIT | | —Real Estate Investment Trust |
|
| | |
The accompanying notes are an integral part of these consolidated financial statements. | | 5 |
GOLDMAN SACHS REAL ESTATE DIVERSIFIED INCOME FUND
Consolidated Schedule of Investments (continued)
March 31, 2022 (Unaudited)
PURCHASED OPTIONS CONTRACTS — At March 31, 2022, the Fund had the following purchased option contracts:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Description | | Exercise Price | | Expiration Date | | | Number of Contracts | | | Notional Amount | | | Value | | | Premiums Paid (Received) by the Portfolio | | | Unrealized Appreciation/ (Depreciation) | |
Purchased options contracts: | |
iShares Trust-ISHS U.S. | | 107.00 | | | 05/21/2022 | | | | 377,813 | | | $ | 1,092,900 | | | $ | 1,340,155 | | | $ | 1,092,900 | | | $ | 247,255 | |
| | | | | | | |
TOTAL | | | | | | | | | | | | $ | 1,092,900 | | | $ | 1,340,155 | | | $ | 1,092,900 | | | $ | 247,255 | |
Additional information on investments in private real estate investment funds:
| | | | | | | | | | | | | | | | |
Security | | Value | | | Redemption Frequency | | | Redemption Notice (Days) | | | Unfunded Commitments as of March 31, 2022 | |
| | | | |
Ares Real Estate Enhanced Income Fund, LP | | $ | 7,023,068 | | | | Quarterly | | | | 90 | | | $ | — | |
| | | | |
Ares US Real Estate Fund IX, LP | | | 6,365,680 | | | | N/R | | | | N/R | | | | 1,926,408 | |
| | | | |
Bain Capital Real Estate Fund I-B, LP | | | 9,705,035 | | | | N/R | | | | N/R | | | | 3,461,476 | |
| | | | |
Brookfield Premier Real Estate Partners, LP | | | 19,733,525 | | | | Quarterly | | | | 90 | | | | 2,000,000 | |
| | | | |
Brookfield Real Estate Finance Fund V, LP(a) | | | 10,384,911 | | | | N/R | | | | N/R | | | | 10,258,634 | |
| | | | |
Carlyle Property Investors, LP | | | 23,783,782 | | | | Quarterly | | | | 90 | | | | — | |
| | | | |
CBRE U.S. Core Partners, LP | | | 25,000,000 | | | | 0 | | | | 0 | | | | — | |
| | | | |
Clarion Partners Debt Investment Fund, LP | | | 7,270,291 | | | | N/R | | | | N/R | | | | 4,941,864 | |
| | | | |
Clarion Ventures 4, LP | | | 10,738,488 | | | | N/R | | | | N/R | | | | 963,242 | |
| | | | |
Greystart Student Housing Growth and Income Fund | | | 21,091,312 | | | | 0 | | | | 0 | | | | — | |
| | | | |
Heitman Core Real Estate Debt Income Trust, LP | | | 16,795,288 | | | | Quarterly | | | | 90 | | | | — | |
| | | | |
Menlo Equities Absolute Return Fund, LP | | | 17,067,032 | | | | Annually | | | | 30 | | | | — | |
| | | | |
NorthStar Healthcare Income, Inc. | | | 659,902 | | | | N/R | | | | N/R | | | | — | |
| | | | |
Nuveen U.S. Core-Plus Real Estate Debt Fund, LP | | | 9,153,637 | | | | Quarterly | | | | 45 | | | | 2,907,920 | |
| | | | |
Oaktree Global Credito FIC FIM | | | 44,581,284 | | | | N/R | | | | N/R | | | | — | |
| | | | |
Prologis Targeted U.S. Logistics Holdings II, LP | | | 18,150,389 | | | | Quarterly | | | | 90 | | | | — | |
| | | | |
Sculptor Real Estate Credit Fund, LP | | | 11,336,490 | | | | N/R | | | | N/R | | | | 6,353,264 | |
| | | | |
TA Realty Core Property Fund, LP | | | 24,067,073 | | | | 0 | | | | 0 | | | | — | |
| | | | |
The Trumbull Property Fund, LP | | | 6,019,965 | | | | Quarterly | | | | 60 | | | | — | |
| | | | |
Truman 2016 SC5, LLC | | | 175,787 | | | | N/R | | | | N/R | | | | — | |
Voya Commercial Mortgage Lending Fund, LP | | | 5,435,942 | | | | Quarterly | | | | 90 | | | | — | |
| | |
6 | | The accompanying notes are an integral part of these consolidated financial statements. |
GOLDMAN SACHS REAL ESTATE DIVERSIFIED INCOME FUND
Consolidated Statement of Assets and Liabilities
March 31, 2022 (Unaudited)
| | | | | | |
| | | | Real Estate Diversified Income Fund(a) | |
| | Assets: | |
| | |
| | Investments in unaffiliated issuers, at value (cost $470,677,845) | | $ | 502,316,909 | |
| | |
| | Investments in affiliated issuers, at value (cost $52,520,998) | | | 52,520,998 | |
| | |
| | Purchased Options, at value (premiums paid $1,092,900) | | | 1,340,155 | |
| | |
| | Cash | | | 9,077,309 | |
| | |
| | Receivables: | | | | |
| | |
| | Dividends | | | 3,057,727 | |
| | |
| | Fund shares sold | | | 2,727,156 | |
| | |
| | Due from broker | | | 690,648 | |
| | |
| | Investments sold | | | 121,286 | |
| | |
| | Other assets | | | 4,140 | |
| | |
| | Total assets | | | 571,856,328 | |
| | | | | | |
| | Liabilities: | | | | |
| | |
| | Payables: | | | | |
| | |
| | Investments purchased | | | 23,382,022 | |
| | |
| | Due to broker | | | 2,540,000 | |
| | |
| | Management fees | | | 599,154 | |
| | |
| | Distribution and Service fees and Transfer Agency fees | | | 213,170 | |
| | |
| | Accrued expenses | | | 509,260 | |
| | |
| | Total liabilities | | | 27,243,606 | |
| | | | | | |
| | Net Assets: | | | | |
| | |
| | Paid-in capital | | | 505,465,490 | |
| | |
| | Total distributable earnings | | | 39,147,232 | |
| | NET ASSETS | | $ | 544,612,722 | |
| | Net Assets: | | | | |
| | Class A | | $ | 82,849,903 | |
| | Class C | | | 66,221,964 | |
| | Class I | | | 143,583,291 | |
| | Class L | | | 5,989,488 | |
| | Class W | | | 43,338,675 | |
| | Class P | | | 202,629,401 | |
| | Total Net Assets | | $ | 544,612,722 | |
| | Shares Outstanding $0.001 par value (unlimited number of shares authorized): | | | | |
| | Class A | | | 7,729,244 | |
| | Class C | | | 6,179,057 | |
| | Class I | | | 12,785,791 | |
| | Class L | | | 558,238 | |
| | Class W | | | 3,975,906 | |
| | Class P | | | 18,039,298 | |
| | Net asset value and offering price per share:(b) | | | | |
| | Class A | | | $10.72 | |
| | Class C | | | 10.72 | |
| | Class I | | | 11.23 | |
| | Class L | | | 10.73 | |
| | Class W | | | 10.90 | |
| | Class P | | | 11.23 | |
| (a) | | Statement of Assets and Liabilities for the Fund is consolidated and includes the balances of wholly owned subsidiaries DIF Investments LLC, DIF Investments II LLC, and DIF Investments III LLC. Accordingly, all interfund balances and transactions have been eliminated. |
| (b) | | Maximum public offering price per share for Class A Shares is $11.37 and for Class L is $11.21. Upon repurchase, Class C Shares may be subject to a contingent deferred sales charge, assessed on the amount equal to the lesser of the current net asset value (“NAV”) or the original purchase price of the shares. |
| | |
The accompanying notes are an integral part of these consolidated financial statements. | | 7 |
GOLDMAN SACHS REAL ESTATE DIVERSIFIED INCOME FUND
Consolidated Statement of Operations
For the Six Months Ended March 31, 2022 (Unaudited)
| | | | | | |
| | | | Real Estate Diversified Income Fund(a) | |
| | Investment income: | |
| | |
| | Dividends — unaffiliated issuers | | $ | 10,036,529 | |
| | |
| | Dividends — affiliated issuers | | | 14,472 | |
| | |
| | Total investment income | | | 10,051,001 | |
| | | | | | |
| | Expenses: | |
| | |
| | Management fees | | | 2,765,076 | |
| | |
| | Professional fees | | | 593,454 | |
| | |
| | Distribution and/or Service (12b-1) fees(b) | | | 332,098 | |
| | |
| | Transfer Agency fees | | | 309,687 | |
| | |
| | Printing and mailing costs | | | 219,245 | |
| | |
| | Shareholder Services fees(b) | | | 166,383 | |
| | |
| | Registration fees | | | 142,120 | |
| | |
| | Interest on borrowing | | | 111,222 | |
| | |
| | Custody, accounting and administrative services | | | 110,556 | |
| | |
| | Trustee fees | | | 20,435 | |
| | |
| | Other | | | 11,865 | |
| | |
| | Total expenses | | | 4,782,141 | |
| | |
| | Less — expense reductions | | | (423,094 | ) |
| | |
| | Net expenses | | | 4,359,047 | |
| | |
| | NET INVESTMENT INCOME | | | 5,691,954 | |
| | | | | | |
| | Realized and unrealized gain (loss): | |
| | |
| | Net realized gain (loss) from: | | | | |
| | |
| | Investments — unaffiliated issuers | | | 10,997,406 | |
| | |
| | Purchased options | | | (1,300,140 | ) |
| | |
| | Net change in unrealized gain (loss) on: | | | | |
| | |
| | Investments — unaffiliated issuers | | | 14,129,835 | |
| | |
| | Purchased options | | | 247,255 | |
| | |
| | Net realized and unrealized gain | | | 24,074,356 | |
| | |
| | NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS | | $ | 29,766,310 | |
| (a) | | Statement of Operations for the Fund is consolidated and includes the balances of wholly owned subsidiaries DIF Investments LLC, DIF Investments II LLC, and DIF Investments III LLC. Accordingly, all interfund balances and transactions have been eliminated. |
| (b) | | Class specific Distribution Service and Shareholder Services fees were as follows: |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Distribution Service Fees | | | Shareholder Services Fees | |
Class A | | | Class C | | | Class W | | | Class L | | | Class A | | | Class C | | | Class W | | | Class L | |
$ | 50,457 | | | $ | 248,572 | | | $ | 25,754 | | | $ | 7,315 | | | $ | 50,457 | | | $ | 82,857 | | | $ | 25,754 | | | $ | 7,315 | |
| | |
8 | | The accompanying notes are an integral part of these consolidated financial statements. |
GOLDMAN SACHS REAL ESTATE DIVERSIFIED INCOME FUND
Consolidated Statements of Changes in Net Assets
| | | | | | | | | | |
| | | | Real Estate Diversified Income Fund(a) | |
| | | | For the Six Months Ended March 31, 2022 (Unaudited) | | | For the Fiscal Year Ended September 30, 2021 | |
| | From operations: | |
| | | |
| | Net investment income | | $ | 5,691,954 | | | $ | 5,396,385 | |
| | | |
| | Net realized gain | | | 9,697,266 | | | | 23,895,785 | |
| | | |
| | Net change in unrealized gain | | | 14,377,090 | | | | 17,329,194 | |
| | | |
| | Net increase in net assets resulting from operations | | | 29,766,310 | | | | 46,621,364 | |
| | | | | | | | | | |
| | Distributions to shareholders: | |
| | | |
| | From distributable earnings: | | | | | | | | |
| | | |
| | Class A Shares | | | (3,119,117 | ) | | | (5,083,770 | ) |
| | | |
| | Class C Shares | | | (2,312,359 | ) | | | (3,687,066 | ) |
| | | |
| | Class I Shares | | | (4,832,490 | ) | | | (4,677,645 | ) |
| | | |
| | Class L Shares | | | (217,682 | ) | | | (328,823 | ) |
| | | |
| | Class W Shares | | | (1,619,609 | ) | | | (2,502,130 | ) |
| | | |
| | Class P Shares | | | (5,749,622 | ) | | | (758,935 | ) |
| | | |
| | Total distributions to shareholders | | | (17,850,879 | ) | | | (17,038,369 | ) |
| | | | | | | | | | |
| | From share transactions: | |
| | | |
| | Proceeds from sales of shares | | | 195,451,372 | | | | 95,004,152 | |
| | | |
| | Reinvestment of distributions | | | 9,889,198 | | | | 7,645,452 | |
| | | |
| | Cost of shares redeemed | | | (23,822,803 | ) | | | (68,865,886 | ) |
| | | |
| | Net increase in net assets resulting from share transactions | | | 181,517,767 | | | | 33,783,718 | |
| | | |
| | TOTAL INCREASE | | | 193,433,198 | | | | 63,366,713 | |
| | | | | | | | | | |
| | Net assets: | | | | | | | | |
| | | |
| | Beginning of period | | $ | 351,179,524 | | | $ | 287,812,811 | |
| | | |
| | End of period | | $ | 544,612,722 | | | $ | 351,179,524 | |
| (a) | | Statements of Changes in Net Assets for the Fund are consolidated and include the balances of wholly owned subsidiaries DIF Investments LLC, DIF Investments II LLC, and DIF Investments III LLC. Accordingly, all interfund balances and transactions have been eliminated. |
| | |
The accompanying notes are an integral part of these consolidated financial statements. | | 9 |
GOLDMAN SACHS REAL ESTATE DIVERSIFIED INCOME FUND
Consolidated Statement of Cash Flows(a)
For the Six Months Ended March 31, 2022 (Unaudited)
| | | | | | |
| | | | | |
| | Increase/(Decrease) in cash – Cash flows used in operating activities: | | | | |
| | |
| | Net increase in net assets resulting from operations | | $ | 29,766,310 | |
| | |
| | Adjustments to reconcile net increase in net assets from operations to net cash provided by/(used in) operating activities: | | | | |
| | |
| | Payments for purchases of investments | | | (231,191,601 | ) |
| | |
| | Proceeds from sales of investments | | | 84,165,411 | |
| | |
| | Payment for purchases of option contracts | | | (2,839,397 | ) |
| | |
| | Proceeds from sale of option contracts | | | 446,358 | |
| | |
| | Net (purchase) proceeds from short-term investment securities | | | (11,976,229 | ) |
| | |
| | (Increase) Decrease in Assets: | | | | |
| | |
| | Receivable for dividends | | | (1,161,885 | ) |
| | |
| | Reimbursement from investment adviser | | | 267,005 | |
| | |
| | Other assets | | | (2,537 | ) |
| | |
| | Increase (Decrease) in Liabilities: | | | | |
| | |
| | Management fees | | | 229,629 | |
| | |
| | Distribution, Service and Transfer Agency fees | | | 28,062 | |
| | |
| | Accrued expenses | | | 409,642 | |
| | |
| | Net realized (gain) loss on: | | | | |
| | |
| | Investments | | | (10,997,406 | ) |
| | |
| | Purchased options | | | 1,300,140 | |
| | |
| | Net change in unrealized (gain) loss on: | | | | |
| | |
| | Investments | | | (14,129,835 | ) |
| | |
| | Purchased options | | | (247,255 | ) |
| | |
| | Net cash used in operating activities | | | (155,933,588 | ) |
| | | | | | |
| | Cash flows provided by financing activities: | | | | |
| | |
| | Proceeds from sale of shares | | | 193,144,540 | |
| | |
| | Cost of shares repurchased | | | (23,822,803 | ) |
| | |
| | Distributions paid | | | (7,961,681 | ) |
| | |
| | Net cash provided by financing activities | | | 161,360,056 | |
| | |
| | NET INCREASE IN CASH | | $ | 5,426,468 | |
| | | | | | |
| | Cash (restricted and unrestricted): | | | | |
| | |
| | Beginning of period | | $ | 3,650,841 | |
| | |
| | End of period | | $ | 9,077,309 | |
| | |
| | Supplemental disclosure: | | | | |
| | |
| | Cash paid for interest and related fees | | | 111,222 | |
| | |
| | Reinvestment of distributions | | | 9,889,198 | |
| (a) | | Statement of Cash Flows for the Fund is consolidated and includes the balances of wholly owned subsidiaries DIF Investments LLC, DIF Investments II LLC, and DIF Investments III LLC. Accordingly, all interfund balances and transactions have been eliminated. |
| | |
10 | | The accompanying notes are an integral part of these consolidated financial statements. |
GOLDMAN SACHS REAL ESTATE DIVERSIFIED INCOME FUND
Consolidated Financial Highlights
Selected Data for a Share Outstanding Throughout Each Period
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Goldman Sachs Real Estate Diversified Income Fund | |
| | | | Class A Shares | |
| | | | Six Months Ended March 31, 2022 (Unaudited) | | | Year Ended September 30, | |
| | | | 2021 | | | 2020 | | | 2019 | | | 2018 | | | 2017 | |
| | Per Share Data | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
| | Net asset value, beginning of period | | $ | 10.45 | | | $ | 9.38 | | | $ | 10.69 | | | $ | 10.47 | | | $ | 10.19 | | | $ | 10.26 | |
| | | | | | | |
| | Net investment income(a) | | | 0.13 | | | | 0.20 | | | | 0.29 | | | | 0.40 | | | | 0.30 | | | | 0.39 | |
| | | | | | | |
| | Net realized and unrealized gain (loss) | | | 0.55 | | | | 1.47 | | | | (0.89 | ) | | | 0.42 | | | | 0.58 | | | | 0.17 | |
| | | | | | | |
| | Total from investment operations | | | 0.68 | | | | 1.67 | | | | (0.60 | ) | | | 0.82 | | | | 0.88 | | | | 0.56 | |
| | | | | | | |
| | Distributions to shareholders from net investment income | | | (0.30 | ) | | | (0.34 | ) | | | (0.23 | ) | | | (0.26 | ) | | | (0.24 | ) | | | (0.31 | ) |
| | | | | | | |
| | Distributions to shareholders from net realized gains | | | (0.11 | ) | | | (0.26 | ) | | | (0.30 | ) | | | (0.21 | ) | | | (0.15 | ) | | | (0.12 | ) |
| | | | | | | |
| | Distributions to shareholders from return of capital | | | — | | | | — | | | | (0.18 | ) | | | (0.13 | ) | | | (0.21 | ) | | | (0.20 | ) |
| | | | | | | |
| | Total distributions | | | (0.41 | ) | | | (0.60 | ) | | | (0.71 | ) | | | (0.60 | ) | | | (0.60 | ) | | | (0.63 | ) |
| | | | | | | |
| | Net asset value, end of period | | $ | 10.72 | | | $ | 10.45 | | | $ | 9.38 | | | $ | 10.69 | | | $ | 10.47 | | | $ | 10.19 | |
| | | | | | | |
| | Total Return(b) | | | 6.54 | % | | | 18.24 | % | | | (5.20 | )% | | | 8.17 | % | | | 9.00 | % | | | 5.67 | % |
| | | | | | | |
| | Net assets, end of period (in 000’s) | | $ | 81,738 | | | $ | 83,054 | | | $ | 87,520 | | | $ | 96,114 | | | $ | 86,965 | | | $ | 84,231 | |
| | | | | | | |
| | Ratio of net expenses to average net assets before interest expense | | | 1.98 | %(c) | | | 1.99 | % | | | 1.99 | % | | | 1.99 | % | | | 1.99 | % | | | 1.99 | % |
| | | | | | | |
| | Ratio of net expenses to average net assets after interest expense | | | 2.03 | %(c) | | | 2.10 | % | | | 2.19 | % | | | 2.83 | % | | | 2.76 | % | | | 2.69 | % |
| | | | | | | |
| | Ratio of total expenses to average net assets after interest expense | | | 2.26 | %(c) | | | 2.34 | % | | | 2.28 | % | | | 2.90 | % | | | 2.97 | % | | | 2.90 | % |
| | | | | | | |
| | Ratio of net investment income to average net assets | | | 2.48 | %(c) | | | 2.02 | % | | | 2.88 | % | | | 3.83 | % | | | 2.97 | % | | | 3.81 | % |
| | | | | | | |
| | Portfolio turnover rate(d) | | | 13 | % | | | 73 | % | | | 53 | % | | | 65 | % | | | 78 | % | | | 11 | % |
| (a) | | Calculated based on the average shares outstanding methodology. |
| (b) | | Assumes investment at the NAV at the beginning of the period, reinvestment of all dividends and distributions, a complete repurchase of the investment at the NAV at the end of the period and no sales or repurchase charges (if any). Total returns would be reduced if a sales or repurchase charge was taken into account. Returns do not reflect the impact of taxes to shareholders relating to Fund distributions or the repurchase of Fund shares. Total returns for periods less than one full year are not annualized. |
| (d) | | The Fund’s portfolio turnover rate is calculated in accordance with regulatory requirements, without regard to transactions involving short term investments and certain derivatives. If such transactions were included, the Fund’s portfolio turnover rate may be higher. |
| | |
The accompanying notes are an integral part of these consolidated financial statements. | | 11 |
GOLDMAN SACHS REAL ESTATE DIVERSIFIED INCOME FUND
Consolidated Financial Highlights (continued)
Selected Data for a Share Outstanding Throughout Each Period
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Goldman Sachs Real Estate Diversified Income Fund | |
| | | | Class C Shares | |
| | | | Six Months Ended March 31, 2022 (Unaudited) | | | Year Ended September 30, | |
| | | | 2021 | | | 2020 | | | 2019 | | | 2018 | | | 2017 | |
| | Per Share Data | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
| | Net asset value, beginning of period | | $ | 10.45 | | | $ | 9.38 | | | $ | 10.68 | | | $ | 10.47 | | | $ | 10.19 | | | $ | 10.25 | |
| | | | | | | |
| | Net investment income(a) | | | 0.09 | | | | 0.13 | | | | 0.20 | | | | 0.32 | | | | 0.23 | | | | 0.32 | |
| | | | | | | |
| | Net realized and unrealized gain (loss) | | | 0.55 | | | | 1.46 | | | | (0.87 | ) | | | 0.41 | | | | 0.57 | | | | 0.18 | |
| | | | | | | |
| | Total from investment operations | | | 0.64 | | | | 1.59 | | | | (0.67 | ) | | | 0.73 | | | | 0.80 | | | | 0.50 | |
| | | | | | | |
| | Distributions to shareholders from net investment income | | | (0.26 | ) | | | (0.26 | ) | | | (0.16 | ) | | | (0.22 | ) | | | (0.20 | ) | | | (0.27 | ) |
| | | | | | | |
| | Distributions to shareholders from net realized gains | | | (0.11 | ) | | | (0.26 | ) | | | (0.29 | ) | | | (0.18 | ) | | | (0.14 | ) | | | (0.12 | ) |
| | | | | | | |
| | Distributions to shareholders from return of capital | | | — | | | | — | | | | (0.18 | ) | | | (0.12 | ) | | | (0.18 | ) | | | (0.17 | ) |
| | | | | | | |
| | Total distributions | | | (0.37 | ) | | | (0.52 | ) | | | (0.63 | ) | | | (0.52 | ) | | | (0.52 | ) | | | (0.56 | ) |
| | | | | | | |
| | Net asset value, end of period | | $ | 10.72 | | | $ | 10.45 | | | $ | 9.38 | | | $ | 10.68 | | | $ | 10.47 | | | $ | 10.19 | |
| | | | | | | |
| | Total Return(b) | | | 6.16 | % | | | 17.37 | % | | | (5.94 | )% | | | 7.24 | % | | | 8.17 | % | | | 4.97 | % |
| | | | | | | |
| | Net assets, end of period (in 000’s) | | $ | 65,334 | | | $ | 69,360 | | | $ | 72,826 | | | $ | 74,609 | | | $ | 62,367 | | | $ | 57,559 | |
| | | | | | | |
| | Ratio of net expenses to average net assets before interest expense | | | 2.73 | %(c) | | | 2.74 | % | | | 2.74 | % | | | 2.74 | % | | | 2.74 | % | | | 2.74 | % |
| | | | | | | |
| | Ratio of net expenses to average net assets after interest expense | | | 2.78 | %(c) | | | 2.84 | % | | | 2.94 | % | | | 3.58 | % | | | 3.51 | % | | | 3.47 | % |
| | | | | | | |
| | Ratio of total expenses to average net assets after interest expense | | | 3.02 | %(c) | | | 3.09 | % | | | 3.04 | % | | | 3.64 | % | | | 3.73 | % | | | 3.71 | % |
| | | | | | | |
| | Ratio of net investment income to average net assets | | | 1.72 | %(c) | | | 1.27 | % | | | 2.04 | % | | | 3.08 | % | | | 2.24 | % | | | 3.11 | % |
| | | | | | | |
| | Portfolio turnover rate(d) | | | 13 | % | | | 73 | % | | | 53 | % | | | 65 | % | | | 78 | % | | | 11 | % |
| (a) | | Calculated based on the average shares outstanding methodology. |
| (b) | | Assumes investment at the NAV at the beginning of the period, reinvestment of all dividends and distributions, a complete repurchase of the investment at the NAV at the end of the period and no sales or repurchase charges (if any). Total returns would be reduced if a sales or repurchase charge was taken into account. Returns do not reflect the impact of taxes to shareholders relating to Fund distributions or the repurchase of Fund shares. Total returns for periods less than one full year are not annualized. |
| (d) | | The Fund’s portfolio turnover rate is calculated in accordance with regulatory requirements, without regard to transactions involving short term investments and certain derivatives. If such transactions were included, the Fund’s portfolio turnover rate may be higher. |
| | |
12 | | The accompanying notes are an integral part of these consolidated financial statements. |
GOLDMAN SACHS REAL ESTATE DIVERSIFIED INCOME FUND
Consolidated Financial Highlights (continued)
Selected Data for a Share Outstanding Throughout Each Period
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Goldman Sachs Real Estate Diversified Income Fund | |
| | | | Class I Shares | |
| | | | Six Months Ended March 31, 2022 (Unaudited) | | | Year Ended September 30, | |
| | 2021 | | | 2020 | | | 2019 | | | 2018 | | | 2017 | |
| | Per Share Data | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
| | Net asset value, beginning of period | | $ | 10.93 | | | $ | 9.78 | | | $ | 11.13 | | | $ | 10.91 | | | $ | 10.62 | | | $ | 10.74 | |
| | | | | | | |
| | Net investment income(a) | | | 0.15 | | | | 0.24 | | | | 0.33 | | | | 0.45 | | | | 0.36 | | | | 0.48 | |
| | | | | | | |
| | Net realized and unrealized gain (loss) | | | 0.57 | | | | 1.54 | | | | (0.93 | ) | | | 0.42 | | | | 0.59 | | | | 0.09 | |
| | | | | | | |
| | Total from investment operations | | | 0.72 | | | | 1.78 | | | | (0.60 | ) | | | 0.87 | | | | 0.95 | | | | 0.57 | |
| | | | | | | |
| | Distributions to shareholders from net investment income | | | (0.31 | ) | | | (0.37 | ) | | | (0.26 | ) | | | (0.27 | ) | | | (0.26 | ) | | | (0.34 | ) |
| | | | | | | |
| | Distributions to shareholders from net realized gains | | | (0.11 | ) | | | (0.26 | ) | | | (0.31 | ) | | | (0.23 | ) | | | (0.16 | ) | | | (0.12 | ) |
| | | | | | | |
| | Distributions to shareholders from return of capital | | | — | | | | — | | | | (0.18 | ) | | | (0.15 | ) | | | (0.24 | ) | | | (0.23 | ) |
| | | | | | | |
| | Total distributions | | | (0.42 | ) | | | (0.63 | ) | | | (0.75 | ) | | | (0.65 | ) | | | (0.66 | ) | | | (0.69 | ) |
| | | | | | | |
| | Net asset value, end of period | | $ | 11.23 | | | $ | 10.93 | | | $ | 9.78 | | | $ | 11.13 | | | $ | 10.91 | | | $ | 10.62 | |
| | | | | | | |
| | Total Return(b) | | | 6.65 | % | | | 18.59 | % | | | (5.05 | )% | | | 8.35 | % | | | 9.25 | % | | | 5.45 | % |
| | | | | | | |
| | Net assets, end of period (in 000’s) | | $ | 141,672 | | | $ | 98,018 | | | $ | 74,220 | | | $ | 55,138 | | | $ | 22,273 | | | $ | 8,385 | |
| | | | | | | |
| | Ratio of net expenses to average net assets before interest expense | | | 1.73 | %(c) | | | 1.74 | % | | | 1.74 | % | | | 1.74 | % | | | 1.74 | % | | | 1.74 | % |
| | | | | | | |
| | Ratio of net expenses to average net assets after interest expense | | | 1.78 | %(c) | | | 1.84 | % | | | 1.94 | % | | | 2.63 | % | | | 2.49 | % | | | 2.56 | % |
| | | | | | | |
| | Ratio of total expenses to average net assets after interest expense | | | 1.98 | %(c) | | | 2.12 | % | | | 2.03 | % | | | 2.68 | % | | | 2.75 | % | | | 3.23 | % |
| | | | | | | |
| | Ratio of net investment income to average net assets | | | 2.78 | %(c) | | | 2.33 | % | | | 3.16 | % | | | 4.10 | % | | | 3.35 | % | | | 4.48 | % |
| | | | | | | |
| | Portfolio turnover rate(d) | | | 13 | % | | | 73 | % | | | 53 | % | | | 65 | % | | | 78 | % | | | 11 | % |
| (a) | | Calculated based on the average shares outstanding methodology. |
| (b) | | Assumes investment at the NAV at the beginning of the period, reinvestment of all dividends and distributions, a complete repurchase of the investment at the NAV at the end of the period and no sales or repurchase charges (if any). Total returns would be reduced if a sales or repurchase charge was taken into account. Returns do not reflect the impact of taxes to shareholders relating to Fund distributions or the repurchase of Fund shares. Total returns for periods less than one full year are not annualized. |
| (d) | | The Fund’s portfolio turnover rate is calculated in accordance with regulatory requirements, without regard to transactions involving short term investments and certain derivatives. If such transactions were included, the Fund’s portfolio turnover rate may be higher. |
| | |
The accompanying notes are an integral part of these consolidated financial statements. | | 13 |
GOLDMAN SACHS REAL ESTATE DIVERSIFIED INCOME FUND
Consolidated Financial Highlights (continued)
Selected Data for a Share Outstanding Throughout Each Period
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Goldman Sachs Real Estate Diversified Income Fund | |
| | | | Class L Shares | |
| | | | Six Months Ended March 31, 2022 (Unaudited) | | | Year Ended September 30, | | | Period Ended September 30, 2017(a) | |
| | 2021 | | | 2020 | | | 2019 | | | 2018 | |
| | Per Share Data | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
| | Net asset value, beginning of period | | $ | 10.46 | | | $ | 9.39 | | | $ | 10.69 | | | $ | 10.48 | | | $ | 10.20 | | | $ | 10.22 | |
| | | | | | | |
| | Net investment income(b) | | | 0.12 | | | | 0.18 | | | | 0.27 | | | | 0.38 | | | | 0.30 | | | | 0.26 | |
| | | | | | | |
| | Net realized and unrealized gain (loss) | | | 0.55 | | | | 1.46 | | | | (0.89 | ) | | | 0.40 | | | | 0.55 | | | | (0.14 | )(c) |
| | | | | | | |
| | Total from investment operations | | | 0.67 | | | | 1.64 | | | | (0.62 | ) | | | 0.78 | | | | 0.85 | | | | 0.12 | |
| | | | | | | |
| | Distributions to shareholders from net investment income | | | (0.29 | ) | | | (0.31 | ) | | | (0.20 | ) | | | (0.24 | ) | | | (0.22 | ) | | | (0.05 | ) |
| | | | | | | |
| | Distributions to shareholders from net realized gains | | | (0.11 | ) | | | (0.26 | ) | | | (0.30 | ) | | | (0.20 | ) | | | (0.15 | ) | | | (0.02 | ) |
| | | | | | | |
| | Distributions to shareholders from return of capital | | | — | | | | — | | | | (0.18 | ) | | | (0.13 | ) | | | (0.20 | ) | | | (0.07 | ) |
| | | | | | | |
| | Total distributions | | | (0.40 | ) | | | (0.57 | ) | | | (0.68 | ) | | | (0.57 | ) | | | (0.57 | ) | | | (0.14 | ) |
| | | | | | | |
| | Net asset value, end of period | | $ | 10.73 | | | $ | 10.46 | | | $ | 9.39 | | | $ | 10.69 | | | $ | 10.48 | | | $ | 10.20 | |
| | | | | | | |
| | Total Return(d) | | | 6.40 | % | | | 17.93 | % | | | (5.46 | )% | | | 7.79 | % | | | 8.72 | % | | | 1.22 | % |
| | | | | | | |
| | Net assets, end of period (in 000’s) | | $ | 5,909 | | | $ | 5,919 | | | $ | 5,538 | | | $ | 10,402 | | | $ | 4,613 | | | $ | 836 | |
| | | | | | | |
| | Ratio of net expenses to average net assets before interest expense | | | 2.23 | %(e) | | | 2.24 | % | | | 2.24 | % | | | 2.24 | % | | | 2.24 | % | | | 2.24 | %(e) |
| | | | | | | |
| | Ratio of net expenses to average net assets after interest expense | | | 2.28 | %(e) | | | 2.34 | % | | | 2.44 | % | | | 3.13 | % | | | 2.99 | % | | | 3.07 | %(e) |
| | | | | | | |
| | Ratio of total expenses to average net assets after interest expense | | | 2.51 | %(e) | | | 2.59 | % | | | 2.54 | % | | | 3.17 | % | | | 3.22 | % | | | 3.83 | %(e) |
| | | | | | | |
| | Ratio of net investment income to average net assets | | | 2.22 | %(e) | | | 1.76 | % | | | 2.71 | % | | | 3.60 | % | | | 2.91 | % | | | 11.62 | %(e) |
| | | | | | | |
| | Portfolio turnover rate(f) | | | 13 | % | | | 73 | % | | | 53 | % | | | 65 | % | | | 78 | % | | | 11 | % |
| (a) | | The Fund’s Class L commenced operations on July 10, 2017. |
| (b) | | Calculated based on the average shares outstanding methodology. |
| (c) | | Realized and unrealized losses per share do not correlate to the aggregate of the net realized and unrealized gains on the Statement of Operations for the period ended September 30, 2017, primarily due to the timing of sales and repurchases of the Fund’s shares in relation to fluctuating market values for the Fund’s portfolio. |
| (d) | | Assumes investment at the NAV at the beginning of the period, reinvestment of all dividends and distributions, a complete repurchase of the investment at the NAV at the end of the period and no sales or repurchase charges (if any). Total returns would be reduced if a sales or repurchase charge was taken into account. Returns do not reflect the impact of taxes to shareholders relating to Fund distributions or the repurchase of Fund shares. Total returns for periods less than one full year are not annualized. |
| (f) | | The Fund’s portfolio turnover rate is calculated in accordance with regulatory requirements, without regard to transactions involving short term investments and certain derivatives. If such transactions were included, the Fund’s portfolio turnover rate may be higher. |
| | |
14 | | The accompanying notes are an integral part of these consolidated financial statements. |
GOLDMAN SACHS REAL ESTATE DIVERSIFIED INCOME FUND
Consolidated Financial Highlights (continued)
Selected Data for a Share Outstanding Throughout Each Period
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Goldman Sachs Real Estate Diversified Income Fund | |
| | | | Class W Shares | |
| | | | Six Months Ended March 31, 2022 (Unaudited) | | | Year Ended September 30, | |
| | 2021 | | | 2020 | | | 2019 | | | 2018 | | | 2017 | |
| | Per Share Data | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
| | Net asset value, beginning of period | | $ | 10.62 | | | $ | 9.52 | | | $ | 10.85 | | | $ | 10.63 | | | $ | 10.35 | | | $ | 10.41 | |
| | | | | | | |
| | Net investment income(a) | | | 0.13 | | | | 0.21 | | | | 0.31 | | | | 0.41 | | | | 0.31 | | | | 0.39 | |
| | | | | | | |
| | Net realized and unrealized gain (loss) | | | 0.56 | | | | 1.49 | | | | (1.92 | ) | | | 0.42 | | | | 0.58 | | | | 0.17 | |
| | | | | | | |
| | Total from investment operations | | | 0.69 | | | | 1.70 | | | | (0.61 | ) | | | 0.83 | | | | 0.89 | | | | 0.56 | |
| | | | | | | |
| | Distributions to shareholders from net investment income | | | (0.30 | ) | | | (0.34 | ) | | | (0.24 | ) | | | (0.26 | ) | | | (0.23 | ) | | | (0.30 | ) |
| | | | | | | |
| | Distributions to shareholders from net realized gains | | | (0.11 | ) | | | (0.26 | ) | | | (0.30 | ) | | | (0.21 | ) | | | (0.16 | ) | | | (0.12 | ) |
| | | | | | | |
| | Distributions to shareholders from return of capital | | | — | | | | — | | | | (0.18 | ) | | | (0.14 | ) | | | (0.22 | ) | | | (0.20 | ) |
| | | | | | | |
| | Total distributions | | | (0.41 | ) | | | (0.60 | ) | | | (0.72 | ) | | | (0.61 | ) | | | (0.61 | ) | | | (0.62 | ) |
| | | | | | | |
| | Net asset value, end of period | | $ | 10.90 | | | $ | 10.62 | | | $ | 9.52 | | | $ | 10.85 | | | $ | 10.63 | | | $ | 10.35 | |
| | | | | | | |
| | Total Return(b) | | | 6.52 | % | | | 18.28 | % | | | (5.31 | )% | | | 8.13 | % | | | 8.95 | % | | | 5.64 | % |
| | | | | | | |
| | Net assets, end of period (in 000’s) | | $ | 42,757 | | | $ | 40,617 | | | $ | 47,709 | | | $ | 92,006 | | | $ | 69,400 | | | $ | 56,427 | |
| | | | | | | |
| | Ratio of net expenses to average net assets before interest expense | | | 1.98 | %(c) | | | 1.99 | % | | | 1.99 | % | | | 1.99 | % | | | 1.99 | % | | | 2.09 | %(d) |
| | | | | | | |
| | Ratio of net expenses to average net assets after interest expense | | | 2.03 | %(c) | | | 2.10 | % | | | 2.19 | % | | | 2.84 | % | | | 2.76 | % | | | 2.83 | % |
| | | | | | | |
| | Ratio of total expenses to average net assets after interest expense | | | 2.25 | %(c) | | | 2.33 | % | | | 2.23 | % | | | 2.88 | % | | | 2.96 | % | | | 3.06 | % |
| | | | | | | |
| | Ratio of net investment income to average net assets | | | 2.50 | %(c) | | | 2.02 | % | | | 2.99 | % | | | 3.85 | % | | | 3.01 | % | | | 3.79 | % |
| | | | | | | |
| | Portfolio turnover rate(e) | | | 13 | % | | | 73 | % | | | 53 | % | | | 65 | % | | | 78 | % | | | 11 | % |
| (a) | | Calculated based on the average shares outstanding methodology. |
| (b) | | Assumes investment at the NAV at the beginning of the period, reinvestment of all dividends and distributions, a complete repurchase of the investment at the NAV at the end of the period and no sales or repurchase charges (if any). Total returns would be reduced if a sales or repurchase charge was taken into account. Returns do not reflect the impact of taxes to shareholders relating to Fund distributions or the repurchase of Fund shares. Total returns for periods less than one full year are not annualized. |
| (d) | | Effective January 5, 2017, the annual expense limitation changed from 2.49% to 1.99%. |
| (e) | | The Fund’s portfolio turnover rate is calculated in accordance with regulatory requirements, without regard to transactions involving short term investments and certain derivatives. If such transactions were included, the Fund’s portfolio turnover rate may be higher. |
| | |
The accompanying notes are an integral part of these consolidated financial statements. | | 15 |
GOLDMAN SACHS REAL ESTATE DIVERSIFIED INCOME FUND
Consolidated Financial Highlights (continued)
Selected Data for a Share Outstanding Throughout Each Period
| | | | | | | | | | |
| | | | Goldman Sachs Real Estate Diversified Income Fund | |
| | | | Class P Shares | |
| | | | Six Months Ended March 31, 2022 (Unaudited) | | | Period Ended September 30, 2021(a) | |
| | Per Share Data | | | | | | | | |
| | | |
| | Net asset value, beginning of period | | $ | 10.93 | | | $ | 10.63 | |
| | | |
| | Net investment income(b) | | | 0.16 | | | | 0.05 | |
| | | |
| | Net realized and unrealized gain | | | 0.56 | | | | 0.41 | |
| | | |
| | Total from investment operations | | | 0.72 | | | | 0.46 | |
| | | |
| | Distributions to shareholders from net investment income | | | (0.31 | ) | | | (0.09 | ) |
| | | |
| | Distributions to shareholders from net realized gains | | | (0.11 | ) | | | (0.07 | ) |
| | | |
| | Total distributions | | | (0.42 | ) | | | (0.16 | ) |
| | | |
| | Net asset value, end of period | | $ | 11.23 | | | $ | 10.93 | |
| | | |
| | Total Return(c) | | | 6.65 | % | | | 4.31 | % |
| | | |
| | Net assets, end of period (in 000’s) | | $ | 199,931 | | | $ | 54,212 | |
| | | |
| | Ratio of net expenses to average net assets before interest expense | | | 1.73 | %(d) | | | 1.74 | %(d) |
| | | |
| | Ratio of net expenses to average net assets after interest expense | | | 1.78 | %(d) | | | 1.81 | %(d) |
| | | |
| | Ratio of total expenses to average net assets after interest expense | | | 1.90 | %(d) | | | 2.61 | %(d) |
| | | |
| | Ratio of net investment income to average net assets | | | 2.92 | %(d) | | | 1.81 | %(d) |
| | | |
| | Portfolio turnover rate(e) | | | 13 | % | | | 73 | % |
| (a) | | The Fund’s Class P Shares commenced operations on June 29, 2021. |
| (b) | | Calculated based on the average shares outstanding methodology. |
| (c) | | Assumes investment at the NAV at the beginning of the period, reinvestment of all dividends and distributions, a complete repurchase of the investment at the NAV at the end of the period and no sales or repurchase charges (if any). Total returns would be reduced if a sales or repurchase charge was taken into account. Returns do not reflect the impact of taxes to shareholders relating to Fund distributions or the repurchase of Fund shares. Total returns for periods less than one full year are not annualized. |
| (e) | | The Fund’s portfolio turnover rate is calculated in accordance with regulatory requirements, without regard to transactions involving short term investments and certain derivatives. If such transactions were included, the Fund’s portfolio turnover rate may be higher. |
| | |
16 | | The accompanying notes are an integral part of these consolidated financial statements. |
GOLDMAN SACHS REAL ESTATE DIVERSIFIED INCOME FUND
Consolidated Notes to Financial Statements
March 31, 2022 (Unaudited)
Goldman Sachs Real Estate Diversified Income Fund (the “Fund”), is a Delaware statutory trust registered under the Investment Company Act of 1940 (the “Act”), as amended, as a diversified, closed-end management investment company and is structured as an “interval fund,” a type of fund which, in order to provide some liquidity to shareholders, makes quarterly offers to repurchase a percentage of its outstanding shares at NAV, pursuant to Rule 23c-3 under the Act. The Fund was organized as a Delaware statutory trust on December 2, 2019. The Fund offers six classes of shares: Class A, Class C, Class I, Class L, Class W, and Class P Shares.
Class A and Class L Shares are sold with front-end sales charges of up to 5.75% and 4.25%, respectively. Class A and Class C Shares are sold with contingent deferred sales charges (“CDSC”) of 0.50% and 1.00%, respectively, which are imposed on repurchases made within 12 months of purchase. Class I, Class W, and Class P Shares are not subject to a sales charge.
Goldman Sachs Asset Management, L.P. (“GSAM”), an affiliate of Goldman Sachs & Co. LLC, serves as investment adviser to the Fund pursuant to a management agreement (the “Agreement”) with the Fund.
Pursuant to an Agreement and Plan of Reorganization (the “Reorganization Agreement”) approved by the Fund’s Board of Trustees, all of the assets of the Resource Real Estate Diversified Income Fund (“Predecessor Fund”) were transferred to the Fund in exchange for the assumption of the Predecessor Fund’s stated liabilities by the Fund and shares of beneficial interest of the Fund as of the close of business on May 15, 2020 (the “Reorganization”). Holders of Class A, Class C, Class I, Class L, and Class W Shares of the Predecessor Fund received Class A, Class C, Class I, Class L, and Class W Shares of the Fund. The exchange was a tax-free event to shareholders. The Predecessor Fund was the accounting survivor in the Reorganization, and, as such, the financial statements and financial highlights reflect the financial information of the Predecessor Fund through May 15, 2020. Class D, Class T and Class U Shares of the Predecessor Fund were liquidated prior to the Reorganization.
|
2. SIGNIFICANT ACCOUNTING POLICIES |
The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and require management to make estimates and assumptions that may affect the reported amounts and disclosures. Actual results may differ from those estimates and assumptions. The Fund is an investment company under GAAP and follows the accounting and reporting guidance applicable to investment companies.
A. Basis of Consolidation for the Fund — DIF Investments LLC, DIF Investments II LLC, and DIF Investments III LLC (each a “Subsidiary” and collectively, the “Subsidiaries”), limited liability companies, were incorporated on February 3, 2020, March 12, 2020, and June 30, 2021, respectively, and are currently wholly-owned subsidiaries of the Fund. The Subsidiaries act as investment vehicles for the Fund to enable the Fund to gain exposure to certain types of private real estate investments. Under the Amended and Restated Limited Liability Company Agreement of each Subsidiary, shares issued by the Subsidiary confer upon its member the right to participate in the profits or assets of the Subsidiary. All inter-fund balances and transactions have been eliminated in consolidation. As of March 31, 2022, the Fund’s net assets were $544,612,722, of which, $140,898,512, or 26%, are represented by DIF Investments LLC’s net assets; $129,700,880, or 24%, are represented by DIF Investments II LLC’s net assets; and $10,738,488, or 2%, are represented by DIF Investments III LLC’s net assets.
B. Investment Valuation — The Fund’s valuation policy is to value investments at fair value.
C. Investment Income and Investments — Investment income includes interest income, dividend income, net of any foreign withholding taxes, and less any amounts reclaimable. Interest income is accrued daily and adjusted for amortization of premiums and accretion of discounts. Dividend income is recognized on ex-dividend date or, for certain foreign securities, as soon as such information is obtained subsequent to the ex-dividend date. Non-cash dividends, if any, are recorded at the fair market value of the securities received. Investment transactions are reflected on trade date with the exception of capital calls, which are recorded on due date. Realized gains and losses are calculated using identified cost. Investment transactions are recorded on the following business day for daily net asset value (“NAV”) calculations. Distributions received from the Fund’s investments in United States (“U.S.”) real estate investment trusts (“REITs”) may be characterized as ordinary income, net capital gain and/or a return of capital. A return of capital is recorded by the Fund as a reduction to the cost basis of the REIT.
For derivative contracts, unrealized gains and losses are recorded daily and become realized gains and losses upon disposition or termination of the contract.
17
GOLDMAN SACHS REAL ESTATE DIVERSIFIED INCOME FUND
Consolidated Notes to Financial Statements (continued)
March 31, 2022 (Unaudited)
|
2. SIGNIFICANT ACCOUNTING POLICIES (continued) |
D. Class Allocations and Expenses — Expenses incurred by the Fund, which may not specifically relate to the Fund, may be shared with other registered investment companies having management agreements with GSAM or its affiliates, as appropriate. These expenses are allocated to the Fund on a straight-line and/or pro-rata basis depending upon the nature of the expenses and are accrued daily. Class specific expenses, where applicable, are borne by the respective share classes and include Distribution, Service and Transfer Agency fees.
E. Federal Taxes and Distributions to Shareholders — It is the Fund’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended (the “Code”), applicable to regulated investment companies and to distribute each year substantially all of its investment company taxable income and capital gains to its shareholders. Accordingly, the Fund is not required to make any provisions for the payment of federal income tax. Distributions to shareholders are recorded on the ex-dividend date. The Fund currently intends to make regular quarterly cash distributions of all or a portion of its net investment income to shareholders. The Fund will pay shareholders at least annually all or substantially all of its net investment income after the payment of interest, fees or dividends, if any, owed with respect to any forms of leverage used by the Fund. The Fund intends to pay any capital gains distributions at least annually. In order to permit the Fund to maintain more stable quarterly distributions, the distributions paid by the Fund may be more or less than the amount of net distributable earnings actually earned by the Fund. These distributions could include a return of a shareholder’s invested capital which would reduce the Fund’s NAV. The Fund estimates that only a portion of the distributions paid to shareholders will be treated as dividend income. The remaining portion of the Fund’s distribution, which may be significant, is expected to be a return of capital. These estimates are based on the Fund’s operating results during the period, and their final federal income tax characterization that may differ. The characterization of distributions to shareholders for financial reporting purposes is determined in accordance with federal income tax rules, which may differ from GAAP.
Certain of the Fund’s consolidated subsidiaries are subject to U.S. federal and state corporate level income taxes. Income tax expense, if any, is included under Other expenses in the Consolidated Statement of Operations.
| | |
3. INVESTMENTS AND FAIR VALUE MEASUREMENTS | | |
U.S. GAAP defines the fair value of a financial instrument as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price); the Fund’s policy is to use the market approach. GAAP establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The level in the fair value hierarchy within which the fair value measurement in its entirety falls shall be determined based on the lowest level input that is significant to the fair value measurement in its entirety. The levels used for classifying investments are not necessarily an indication of the risk associated with investing in these investments. The three levels of the fair value hierarchy are described below:
Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2 — Quoted prices in markets that are not active or financial instruments for which significant inputs are observable (including, but not limited to, quoted prices for similar investments, interest rates, foreign exchange rates, volatility and credit spreads), either directly or indirectly;
Level 3 — Prices or valuations that require significant unobservable inputs (including GSAM’s assumptions in determining fair value measurement).
The Board of Trustees (“Trustees”) has approved Valuation Procedures that govern the valuation of the portfolio investments held by the Fund, including investments for which market quotations are not readily available. The Trustees have delegated to GSAM day-to-day responsibility for implementing and maintaining internal controls and procedures related to the valuation of the Fund’s investments. To assess the continuing appropriateness of pricing sources and methodologies, GSAM regularly performs price
18
GOLDMAN SACHS REAL ESTATE DIVERSIFIED INCOME FUND
|
3. INVESTMENTS AND FAIR VALUE MEASUREMENTS (continued) |
verification procedures and issues challenges as necessary to third party pricing vendors or brokers, and any differences are reviewed in accordance with the Valuation Procedures.
A. Level 1 and Level 2 Fair Value Investments — The valuation techniques and significant inputs used in determining the fair values for investments classified as Level 1 and Level 2 are as follows:
Equity Securities — Equity securities traded on a United States (“U.S.”) securities exchange or the NASDAQ system, or those located on certain foreign exchanges, including but not limited to the Americas, are valued daily at their last sale price or official closing price on the principal exchange or system on which they are traded. If there is no sale or official closing price or such price is believed by GSAM to not represent fair value, equity securities will be valued at the valid closing bid price for long positions and at the valid closing ask price for short positions (i.e. where there is sufficient volume, during normal exchange trading hours). If no valid bid/ask price is available, the equity security will be valued pursuant to the Valuation Procedures approved by the Trustees and consistent with applicable regulatory guidance. To the extent these investments are actively traded, they are classified as Level 1 of the fair value hierarchy, otherwise they are generally classified as Level 2. Certain equity securities containing unique attributes may be classified as Level 2.
Unlisted equity securities for which market quotations are available are valued at the last sale price on the valuation date, or if no sale occurs, at the last bid price for long positions or the last ask price for short positions, and are generally classified as Level 2.
Money Market Funds — Investments in the Goldman Sachs Financial Square Government Fund (“Underlying Money Market Fund”) are valued at the NAV per share on the day of valuation. These investments are generally classified as Level 1 of the fair value hierarchy. For information regarding an Underlying Money Market Fund’s accounting policies and investment holdings, please see the Underlying Money Market Fund’s shareholder report.
Derivative Contracts — A derivative is an instrument whose value is derived from underlying assets, indices, reference rates or a combination of these factors. The Fund enters into derivative transactions to hedge against changes in interest rates, securities prices, and/or currency exchange rates, to increase total return, or to gain access to certain markets or attain exposure to other underliers. For financial reporting purposes, cash collateral that has been pledged to cover obligations of the Fund and cash collateral received, if any, is reported separately on the Statement(s) of Assets and Liabilities as receivables/payables for collateral on certain derivatives contracts. Non-cash collateral pledged by the Fund, if any, is noted in the Consolidated Schedule of Investments.
Exchange-traded derivatives, including futures and options contracts, are generally valued at the last sale or settlement price on the exchange where they are principally traded. Exchange-traded options without settlement prices are generally valued at the midpoint of the bid and ask prices on the exchange where they are principally traded (or, in the absence of two-way trading, at the last bid price for long positions and the last ask price for short positions). Exchange-traded derivatives typically fall within Level 1 of the fair value hierarchy. Over-the-counter (“OTC”) and centrally cleared derivatives are valued using market transactions and other market evidence, including market-based inputs to models, calibration to market-clearing transactions, broker or dealer quotations, or other alternative pricing sources. Where models are used, the selection of a particular model to value OTC and centrally cleared derivatives depends upon the contractual terms of, and specific risks inherent in, the instrument, as well as the availability of pricing information in the market. Valuation models require a variety of inputs, including contractual terms, market prices, yield curves, credit curves, measures of volatility, voluntary and involuntary prepayment rates, loss severity rates and correlations of such inputs. For OTC and centrally cleared derivatives that trade in liquid markets, model inputs can generally be verified and model selection does not involve significant management judgment. OTC and centrally cleared derivatives are classified within Level 2 of the fair value hierarchy when significant inputs are corroborated by market evidence.
i. Options Contracts — When the Fund writes call or put options contracts, an amount equal to the premium received is recorded as a liability and is subsequently marked-to-market to reflect the current value of the option written. Swaptions are options on swap contracts.
Upon the purchase of a call or put option by the Fund, the premium paid is recorded as an investment and subsequently marked-to-market to reflect the current value of the option. Certain options may be purchased with premiums to be determined on a future date. The premiums for these options are based upon implied volatility parameters at specified terms.
19
GOLDMAN SACHS REAL ESTATE DIVERSIFIED INCOME FUND
Consolidated Notes to Financial Statements (continued)
March 31, 2022 (Unaudited)
|
3. INVESTMENTS AND FAIR VALUE MEASUREMENTS (continued) |
B. Level 3 Fair Value Investments — To the extent that significant inputs to valuation models and other alternative pricing sources are unobservable, or if quotations are not readily available, or if GSAM believes that such quotations do not accurately reflect fair value, the fair value of the Fund’s investments may be determined under Valuation Procedures approved by the Trustees. GSAM, consistent with its procedures and applicable regulatory guidance, may make an adjustment to the most recent valuation prices of either domestic or foreign securities in light of significant events to reflect what it believes to be the fair value of the securities at the time of determining the Fund’s NAV. To the extent investments are valued using single source broker quotations obtained directly from the broker or passed through from third party pricing vendors, such investments are classified as Level 3 investments. The valuation techniques and significant inputs used in determining the fair values for investments classified as Level 3 are as follows:
Public Non-Traded REITs — Public Non-Traded Real Estate Investment Trusts (“Public Non-Traded REITs”) do not report NAVs on a timely basis and therefore cannot be valued using the practical expedient methodology. GSAM determines the fair value of Public Non-Traded REITs by adjusting the most recent NAV for each Public Non-Traded REIT, as necessary, by the change in a relevant proxy that the Valuation Committee has deemed to be representative of the market.
C. Other Fair Valuation Investments — Prices or valuations that require significant unobservable inputs (including
assumptions in determining fair value measurement).
The fair valuation technique depends on the investment characteristics and the availability of observable inputs. Investments are classified within the level of the lowest significant input considered in determining fair value. GSAM uses NAV as its measure of fair values for investments in LP/LLC interests when (i) the investment does not have a readily determinable fair value and (ii) the NAV of the investment is calculated in a manner consistent with the measurement principles of investment company accounting, including measurement of the underlying investments at fair value. In evaluating the level at which the investments have been classified, GSAM has assessed factors including, but not limited to, price transparency. An investment in LP/LLC interests using NAV as its measure of fair value is excluded from the fair value hierarchy.
The fair value technique and type of valuation input varies by investment type as follows:
Private REITs — Private Real Estate Investment Trusts (“Private REITs”) report their investment assets at fair value, and typically report a NAV per share on a calendar quarter basis. In accordance with Accounting Standards Codification (“ASC”) 820-10, the Fund has elected to apply the practical expedient methodology and to value its investments in Private REITs at their respective NAVs typically at each quarter. For non-calendar quarter days, GSAM estimates the fair value of each Private REIT by adjusting the most recent NAV for each Private REIT, as necessary, by the change in a relevant proxy that the Valuation Committee has deemed to be representative of the market.
Private Investment Funds — Private investment funds (“Private Investment Funds”) measure their investment assets at fair value, and typically report a NAV per share on a calendar quarterly basis. In accordance with ASC 820-10, the Fund has elected to apply the practical expedient methodology and to value its investments in Private Investment Funds at their respective NAVs typically at each quarter. For non-calendar quarter days, GSAM determines the fair value of each Private Investment Fund by adjusting the most recent NAV for each Private Investment Fund, as necessary, by the change in a relevant proxy that the Valuation Committee has deemed to be representative of the market.
20
GOLDMAN SACHS REAL ESTATE DIVERSIFIED INCOME FUND
|
3. INVESTMENTS AND FAIR VALUE MEASUREMENTS (continued) |
D. Fair Value Hierarchy — The following is a summary of the Fund’s investments classified in the fair value hierarchy as of March 31, 2022:
| | | | | | | | | | | | | | | | |
| | | | |
REAL ESTATE DIVERSIFIED INCOME FUND | | | | | | | | | | | | | | | | |
| | | | |
Investment Type | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
| | | | |
Assets | | | | | | | | | | | | | | | | |
| | | | |
Common Stock and/or Other Equity Investments(a) | | | | | | | | | | | | | | | | |
| | | | |
North America | | $ | 191,059,342 | | | $ | 16,719,496 | | | $ | 659.092 | | | $ | 208,437,930 | |
| | | | |
Investment Company | | | 52,520,998 | | | | — | | | | — | | | | 52,520,998 | |
| | | | |
Subtotal | | $ | 243,580,340 | | | $ | 16,719,496 | | | $ | 659.092 | | | $ | 260,958,928 | |
| | | | |
Investments measured at NAV | | | | | | | | | | | | | | | 293,878,979 | |
| | | | |
Total | | | | | | | | | | | | | | $ | 554,837,907 | |
| | | | |
Derivative Type | | | | | | | | | | | | |
| | | | |
Assets | | | | | | | | | | | | | | | | |
| | | | |
Purchased Options Contracts | | $ | — | | | $ | 1,340,155 | | | $ | — | | | $ | 1,340,155 | |
(a) | | Amounts are disclosed by continent to highlight the impact of time zone differences between local market close and the calculation of net asset value. Security valuations are based on the principal exchange or system on which they are traded, which may differ from country of domicile. |
The following is a reconciliation of Level 3 investments for the six months ended March 31, 2022:
| | | | |
| | Public Non-Traded Real Estate Investment Trusts | |
Beginning Balance as of October 1, 2021 | | $ | 1,987,743 | |
Realized gain (loss) | | | (201,755 | ) |
Net change in unrealized gain (loss) relating to instruments still held at reporting date | | | 100,589 | |
Purchases | | | — | |
Sales | | | (1,227,485 | ) |
Transfers in (out) of Level 3 | | | — | |
| |
Ending Balance as of March 31, 2022 | | $ | 659,092 | |
Significant unobservable valuation inputs for material Level 3 investments as of March 31, 2022 are as follows:
| | | | | | | | | | |
| | Fair Value at 3/31/2022 | | Valuation Techniques | | Unobservable Input | | Range(%) | | Weighted Average(%)* |
Public Non-Traded Real Estate Investment Trusts | | $659,092 | | Net Asset Value | | Proprietary Benchmark | | (28.34)-11.58 | | (12.15) |
* | | Average was calculated using a weighted average based on investment fair values. |
A change to the unobservable input may result in a significant change to the value of the investments as follows:
| | | | |
Unobservable Input | | Impact to Value if Input Increases | | Impact to Value if Input Decreases |
Proprietary Benchmark | | Increase | | Decrease |
The relevant proxies are comprised of comparable real estate investments and/or related metrics. For further information regarding security characteristics, see the Consolidated Schedule of Investments.
21
GOLDMAN SACHS REAL ESTATE DIVERSIFIED INCOME FUND
Consolidated Notes to Financial Statements (continued)
March 31, 2022 (Unaudited)
|
4. INVESTMENTS IN DERIVATIVES |
The following table sets forth, by certain risk types, the gross value of derivative contracts (not considered to be hedging instruments for accounting disclosure purposes) as of March 31, 2022. These instruments were used as part of the Fund’s investment strategies and to obtain and/or manage exposure related to the risks below. The values in the tables below exclude the effects of cash collateral received or posted pursuant to these derivative contracts, and therefore are not representative of the Fund’s net exposure.
| | | | | | | | | | | | |
Risk | | Statements of Assets and Liabilities | | Assets | | | Statements of Assets and Liabilities | | Liabilities | |
Equity | | Purchased options at value | | $ | 1,340,155 | | | — | | $ | — | |
The following table sets forth, by certain risk types, the Fund’s gains (losses) related to these derivatives and their indicative volumes for the six months ended March 31, 2022. These gains (losses) should be considered in the context that these derivative contracts may have been executed to create investment opportunities and/or economically hedge certain investments, and accordingly, certain gains (losses) on such derivative contracts may offset certain (losses) gains attributable to investments. These gains (losses) are included in “Net realized gain (loss)” or “Net change in unrealized gain (loss)” on the Consolidated Statement of Operations:
| | | | | | | | | | |
Risk | | Consolidated Statement of Operations | | Net Realized Gain (Loss) | | | Net Change in Unrealized Gain (Loss) | |
Equity | | Net realized gain (loss) from purchased options/Net unrealized gain (loss) from purchased options | | $ | (1,300,140 | ) | | $ | 247,255 | |
In order to better define its contractual rights and to secure rights that will help the Fund mitigate its counterparty risk, the Fund may enter into an International Swaps and Derivatives Association, Inc. Master Agreement (“ISDA Master Agreement”) or similar agreement with its derivatives counterparties. An ISDA Master Agreement is a bilateral agreement between the Fund and a counterparty that governs OTC derivatives (including forward foreign currency exchange contracts, and certain options and swaps), and typically contains, among other things, collateral posting terms and netting provisions in the event of a default and/or termination event. The provisions of the ISDA Master Agreement typically permit a single net payment in the event of a default (close-out netting) or similar event, including the bankruptcy or insolvency of the counterparty.
Collateral and margin requirements differ between exchange traded derivatives and OTC derivatives. Margin requirements are established by the broker or clearing house for exchange-traded and centrally cleared derivatives (financial futures contracts, options and centrally cleared swaps) pursuant to governing agreements for those instrument types. Brokers can ask for margin in excess of the minimum in certain circumstances. Collateral terms are contract-specific for OTC derivatives. For derivatives traded under an ISDA Master Agreement, the collateral requirements are typically calculated by netting the marked to market amount for each transaction under such agreement and comparing that amount to the value of any collateral currently pledged by the Fund and the counterparty. Additionally, the Fund may be required to post initial margin to the counterparty, the terms of which would be outlined in the confirmation of the OTC transaction.
Generally, the amount of collateral due from or to a counterparty must exceed a minimum transfer amount threshold before a transfer is required to be made. To the extent amounts due to the Fund from its counterparties are not fully collateralized, contractually or otherwise, the Fund bears the risk of loss from counterparty nonperformance. The Fund attempts to mitigate counterparty risk by only entering into agreements with counterparties that the Investment Adviser believes to be of good standing and by monitoring the financial stability of those counterparties.
Additionally, the netting of assets and liabilities and the offsetting of collateral pledged or received are based on contractual netting/set-off provisions in the ISDA Master Agreement or similar agreements. However, in the event of a default or insolvency of a counterparty, a court could determine that such rights are not enforceable due to the restrictions or prohibitions against the right of setoff that may be imposed in accordance with a particular jurisdiction’s bankruptcy or insolvency laws.
For the six months ended March 31, 2022, the relevant values for each derivative type was as follows:
| | | | | | |
Fund | | | | Average Notional Amounts(1) | |
Real Estate Diversified Income Fund | | | | $ | 788,536 | |
(1) | | Amounts disclosed represent average notional amounts for purchased options, based on absolute values, which is indicative of volume of this derivative type, for the months that the Fund held such derivatives during the six months ended March 31, 2022. |
22
GOLDMAN SACHS REAL ESTATE DIVERSIFIED INCOME FUND
|
5. AGREEMENTS AND AFFILIATED TRANSACTIONS |
A. Management Agreement — Under the Agreement, GSAM manages the Fund, subject to the general supervision of the Trustees.
As compensation for the services rendered pursuant to the Agreement, the assumption of the expenses related thereto and administration of the Fund’s business affairs, including providing facilities, GSAM is entitled to a management fee, accrued daily and paid monthly, equal to an annual percentage rate of 1.25% of the Fund’s average daily net assets. The effective net management rate was 1.24% of the Fund’s average daily net assets.
The Fund invests in Institutional Shares of the Underlying Money Market Fund, which is an affiliated underlying fund. GSAM has agreed to waive a portion of its management fee payable by the Fund in an amount equal to the management fee it earns as an investment adviser to the affiliated underlying fund in which the Fund invests. For the six months ended March 31, 2022, GSAM waived $32,228 of the Fund’s management fee.
B. Distribution and Service (12b-1) Plan — The Fund, on behalf of its Class A, Class C, Class L and Class W Shares of the Fund, has adopted a Distribution and Service Plan subject to Rule 12b-1 under the Act. Under the Distribution and Service Plan, Goldman Sachs & Co. LLC, which serves as distributor (the “Distributor”), is entitled to a fee accrued daily and paid monthly, for distribution services and personal and account maintenance services, which may then be paid by the Distributor to authorized dealers. These fees are equal to an annual percentage rate of the average daily net assets attributable to Class A, Class C, Class L and Class W Shares of the Fund, as set forth below:
| | | | | | | | | | | | | | |
Share Class | | | | Distribution Services | | | Shareholder Services | | | Maximum Distribution- Related and Shareholder Services | |
Class A | | | | | 0.25 | % | | | 0.25 | % | | | 0.25 | % |
Class C | | | | | 0.75 | % | | | 0.25 | % | | | 1.00 | % |
Class L | | | | | 0.25 | % | | | 0.25 | % | | | 0.50 | % |
Class W | | | | | 0.25 | % | | | 0.25 | % | | | 0.25 | % |
C. Distribution Agreement — Goldman Sachs, as Distributor of the shares of the Fund pursuant to a Distribution Agreement, may retain a portion of the Class A and Class L Shares’ front end sales charge and Class A and Class C Shares’ CDSC. During the six months ended March 31, 2022, Goldman Sachs retained $7,688 for Class A Shares and did not retain any portion of the CDSC for Class C Shares for this Fund.
D. Transfer Agency Agreement — Goldman Sachs also serves as the transfer agent of the Fund for a fee pursuant to the Transfer Agency Agreement. The fees charged for such transfer agency and dividend disbursing services are accrued daily and paid monthly at an annual rate of 0.14% of the Fund’s average daily net assets.
E. Other Expense Agreements and Affiliated Transactions — GSAM has agreed to reduce or limit certain “Other
Expenses” of the Fund (excluding acquired fund fees and expenses, transfer agency fees and expenses, distribution and service fees, as applicable, taxes, interest, credit facility commitment fees, brokerage fees, expenses of shareholder meetings, litigation and indemnification and extraordinary expenses) to the extent such expenses exceed, on an annual basis, a percentage rate of the average daily net assets of the Fund. Such Other Expense reimbursements, if any, are accrued daily and paid monthly. In addition, the Fund is not obligated to reimburse GSAM for prior fiscal year expense reimbursements, if any. The Other Expense limitation as an annual percentage rate of average daily net assets for the Fund is 0.354%. This Other Expense limitation will remain in place through at least January 28, 2023, and prior to such date GSAM may not terminate the arrangement without the approval of the Trustees. In addition, the Fund has entered into certain offset arrangements with the transfer agent, which may result in a reduction of the Fund’s expenses and are received irrespective of the application of the “Other Expense” limitation described above. Such Other Expense reimbursements, if any, are accrued daily and paid monthly and are disclosed in the Consolidated Statement of Operations.
23
GOLDMAN SACHS REAL ESTATE DIVERSIFIED INCOME FUND
Consolidated Notes to Financial Statements (continued)
March 31, 2022 (Unaudited)
|
5. AGREEMENTS AND AFFILIATED TRANSACTIONS (continued) |
For the six months ended March 31, 2022 these expense reductions, including any fee waivers and Other Expense reimbursements, were as follows:
| | | | | | | | | | |
Management Fee Waiver | | | Other Expense Reimbursements | | | Total Expense Reductions | |
$ | 32,228 | | | $ | 390,866 | | | $ | 423,094 | |
F. Other Transactions with Affiliates — For the six months ended March 31, 2022, Goldman Sachs earned $10,052 in
brokerage commissions from portfolio transactions, on behalf of the Fund.
The following table provides information about the Fund’s investments in the Underlying Fund as of and for the six months ended March 31, 2022:
| | | | | | | | | | | | | | | | | | | | | | |
Underlying Fund | | Beginning Value as of September 30, 2021 | | Purchases at Cost | | | Proceeds from Sales | | | Ending Value as of March 31, 2022 | | | Shares as of March 31, 2022 | | | Dividend Income | |
Goldman Sachs Financial Square Government Fund — Institutional Shares | | $40,544,769 | | $ | 230,407,496 | | | $ | (218,431,267 | ) | | $ | 52,520,998 | | | | 52,520,998 | | | $ | 14,472 | |
G. Financing Agreement — The Fund has entered into secured revolving bank line of credit facilities (each a “Credit Facility” and collectively the “Credit Facilities”) with major U.S. financial institutions for the purpose of investment purchases subject to the limitations of the Act for borrowings. The Credit Facilities provide for borrowings in an aggregate amount up to $55,000,000 for the Fund. Borrowings under the Credit Facilities, which are secured by certain assets of the Fund, bear interest. The interest rates are based on variable rates (i.e., LIBOR) plus market spreads. The Fund currently pays unused commitment fees of 0.20%—0.75% per annum. Interest is accrued daily and paid quarterly.
The Fund had no borrowings during the six months ended March 31, 2022 under the Credit Facilities.
On April 1, 2022, the Fund entered into an amendment (the “Amendment”) to its margin loan agreement that had established a revolving credit facility with a commitment of up to $35 million. The Amendment increased the commitment under the revolving credit facility to $75 million. As of April 1, 2022, the current Credit Facilities provide for borrowings in an aggregate amount up to $95,000,000 for the Fund.
|
6. PORTFOLIO SECURITIES TRANSACTIONS AND UNFUNDED COMMITMENTS |
The cost of purchases and proceeds from sales and maturities of long-term securities for the six months ended March 31, 2022, were $235,234,929 and $60,330,301, respectively.
As of the Fund’s most recent fiscal year end, September 30, 2021, the Fund’s certain timing differences on a tax-basis were as follows:
| | |
| | Real Estate Diversified Income Fund |
Timing differences (Qualified Late Year Ordinary Loss Deferral) | | $(2,245,420) |
24
GOLDMAN SACHS REAL ESTATE DIVERSIFIED INCOME FUND
|
7. TAX INFORMATION (continued) |
As of March 31, 2022, the Fund’s aggregate security unrealized gains and losses based on cost for U.S. federal income tax purposes were as follows:
| | | | |
Tax Cost | | $ | 512,570,072 | |
Gross unrealized gain | | | 46,785,777 | |
Gross unrealized loss | | | (4,517,942 | ) |
Net unrealized gains (losses) on securities | | $ | 42,267,835 | |
The difference between GAAP-basis and tax basis unrealized gains (losses) is attributable primarily to wash sales and differences in the tax treatment of partnership investments.
GSAM has reviewed the Fund’s tax positions for all open tax years (the current and prior three years, as applicable) and has concluded that no provision for income tax is required in the Fund’s financial statements. Such open tax years remain subject to examination and adjustment by tax authorities.
The Fund has adopted the following fundamental policies, which cannot be changed without the vote of a majority of Fund shareholders, in order to repurchase its Shares:
| ∎ | | On a quarterly basis, in the months of March, June, September and December, the Fund will make an offer to repurchase a designated percentage of the outstanding shares from shareholders (a “Repurchase Offer”), pursuant to Rule 23c-3 under the Act, as it may be amended from time to time. |
| ∎ | | The Fund will repurchase only shares that are tendered by the deadline for such repurchase request (“Repurchase Request Deadline”). The Board will establish the Repurchase Request Deadline for each Repurchase Offer, but such date may be revised by the Fund’s officers, in their sole discretion, based on factors such as market conditions, the level of the Fund’s assets and shareholder servicing considerations provided that the Board is notified of this change and the reasons for it. |
| ∎ | | There will be a maximum 14 calendar day period (or the next business day if the 14th calendar day is not a business day) between the Repurchase Request Deadline and the day on which shares eligible for repurchase are priced. |
The Fund may also make discretionary repurchase offers in addition to the quarterly Repurchase Offer period once every two years.
Repurchase Offer Amounts. Each quarter, the Fund’s Board, in its sole discretion, will determine the number of shares that the Fund will offer to repurchase (the “Repurchase Offer Amount”) for a particular Repurchase Offer. The Repurchase Offer Amount will be at least 5% but not more than 25% of the total number of shares outstanding on the Repurchase Request Deadline. In connection with any given Repurchase Offer, it is possible that the Fund may offer to repurchase only the minimum amount of 5% of its outstanding Shares on the Repurchase Request Deadline. If shareholders tender more than the Repurchase Offer Amount for a particular Repurchase Offer, the Board may determine to increase the Repurchase Offer Amount by up to an additional 2% of the Shares outstanding on the Repurchase Request Deadline.
25
GOLDMAN SACHS REAL ESTATE DIVERSIFIED INCOME FUND
Consolidated Notes to Financial Statements (continued)
March 31, 2022 (Unaudited)
|
8. REPURCHASE OFFERS (continued) |
During the six months ended March 31, 2022, the Fund completed two quarterly repurchase offers. In these offers, the Fund offered to repurchase up to 8% of the number of its outstanding shares (up to 10% at the discretion of the officers of the Fund) as of the Repurchase Pricing Dates. The result of those repurchase offers were as follows:
| | | | | | | | |
| | Repurchase Offer #1 | | | Repurchase Offer #2 | |
Commencement Date | | | September 15, 2021 | | | | December 15, 2021 | |
Repurchase Request Deadline | | | October 13, 2021 | | | | January 12, 2022 | |
Repurchase Pricing Date | | | October 13, 2021 | | | | January 12, 2022 | |
Shares Tendered for Repurchase | | | 927,304 | | | | 1,012,261 | |
Shares Repurchased | | | 927,304 | | | | 1,012,261 | |
The Fund’s risks include, but are not limited to, the following:
Derivatives Risk — The Fund’s use of derivatives may result in loss. Derivative instruments, which may pose risks in addition to and greater than those associated with investing directly in securities, currencies or other instruments, may be illiquid or less liquid, volatile, difficult to price and leveraged so that small changes in the value of the underlying instruments may produce disproportionate losses to the Fund. Derivatives are also subject to counterparty risk, which is the risk that the other party in the transaction will not fulfill its contractual obligation. The use of derivatives is a highly specialized activity that involves investment techniques and risks different from those associated with investments in more traditional securities and instruments. Losses from derivatives can also result from a lack of correlation between changes in the value of derivative instruments and the portfolio assets (if any) being hedged.
Dividend-Paying Investments Risk — The Fund’s investments in dividend-paying securities could cause the Fund to underperform other funds that invest in similar asset classes but employ a different investment style. Securities that pay dividends, as a group, can fall out of favor with the market, causing such securities to underperform securities that do not pay dividends. Depending upon market conditions and political and legislative responses to such conditions, dividend-paying securities that meet the Fund’s investment criteria may not be widely available and/or may be highly concentrated in only a few market sectors. For example, in response to the outbreak of a novel strain of coronavirus (known as COVID-19), the U.S. Government passed the Coronavirus Aid, Relief and Economic Security Act in March 2020, which established loan programs for certain issuers impacted by COVID-19. Among other conditions, borrowers under these loan programs are generally restricted from paying dividends. The adoption of new legislation could further limit or restrict the ability of issuers to pay dividends. To the extent that dividend-paying securities are concentrated in only a few market sectors, the Fund may be subject to the risks of volatile economic cycles and/or conditions or developments that may be particular to a sector to a greater extent than if its investments were diversified across different sectors. In addition, issuers that have paid regular dividends or distributions to shareholders may not continue to do so at the same level or at all in the future. A sharp rise in interest rates or an economic downturn could cause an issuer to abruptly reduce or eliminate its dividend. This may limit the ability of the Fund to produce current income.
Industry Concentration Risk — The Fund concentrates its investments in the real estate industry, which has historically experienced substantial price volatility. Concentrating Fund investments in a limited number of issuers conducting business in the same industry will subject the Fund to a greater risk of loss as a result of adverse economic, business, political, environmental or other developments than if their investments were diversified across different industries. The value of companies engaged in the real estate industry is affected by (i) changes in general economic and market conditions; (ii) changes in the value of real estate properties; (iii) risks related to local economic conditions, overbuilding and increased competition; (iv) increases in property taxes and operating expenses; (v) changes in zoning laws; (vi) casualty and condemnation losses; (vii) variations in rental income,
26
GOLDMAN SACHS REAL ESTATE DIVERSIFIED INCOME FUND
|
9. OTHER RISKS (continued) |
neighborhood values or the appeal of property to tenants; (viii) the availability of financing and (ix) changes in interest rates and leverage. There are also special risks associated with particular subindustries, or real estate operations generally.
Investments in Other Investment Companies Risk — As a shareholder of another investment company, the Fund will indirectly bear its proportionate share of any net management fees and other expenses paid by such other investment companies, in addition to the fees and expenses regularly borne by the Fund.
Leverage Risk —The Fund may use leverage to seek to achieve its investment objectives. The use of leverage creates an opportunity for increased net investment income dividends, but also creates risks for the investors. There is no assurance that the Fund’s intended leveraging strategy will be successful. Leverage involves risks and special considerations, including the likelihood of greater volatility of NAV, market price and dividend rate than a comparable portfolio without leverage; the risk that fluctuations in interest rates on borrowings and short-term debt or in the interest or dividend rates on any leverage that the Fund must pay will reduce the Fund’s return; the effect of leverage in a declining market, which is likely to cause a greater decline in the NAV than if the Fund were not leveraged, which may result in a greater decline in the market price; and that leverage may increase operating costs, which may reduce total return.
Liquidity Risk — The Fund may make investments that are illiquid or that may become less liquid in response to market developments or adverse investor perceptions. Illiquid investments may be more difficult to value.
Market and Credit Risks — In the normal course of business, the Fund trades financial instruments and enters into financial transactions where risk of potential loss exists due to changes in the market (market risk). The value of the securities in which the Fund invests may go up or down in response to the prospects of individual companies, particular sectors or governments and/or general economic conditions throughout the world due to increasingly interconnected global economies and financial markets. Events such as war, acts of terrorism, social unrest, natural disasters, the spread of infectious illness or other public health threats could also significantly impact the Fund and its investments. The Fund may utilize leverage, which magnifies the market risk. Additionally, the Fund may also be exposed to credit risk in the event that an issuer or guarantor fails to perform or that an institution or entity with which the Fund has unsettled or open transactions defaults.
Option Writing Risk — Writing (selling) call options limits the opportunity to profit from an increase in the market value of securities in exchange for up-front cash at the time of selling the call option. When the Fund writes (sells) call options on securities, it receives cash but limits its opportunity to profit from an increase in the market value of the applicable security beyond the exercise price (plus the premium received) of the option. In a rising market, the Fund could significantly underperform the market. Such underperformance may be more pronounced to the extent that the call option’s underlying security sharply increases prior to the expiration of the option. The Fund’s option strategies may not fully protect it against declines in the value of the market. Cash received from premiums will enhance return in declining markets, but the Fund will continue to bear the risk of a decline in the value of the securities held in its portfolio. The benefit from writing a call option is limited to the amount of premium received. In a period of a sharply falling equity market, the Fund will likely also experience sharp declines in its NAV.
Private Real Estate Investment Funds Risk — The Fund’s performance depends in part upon the performance of the applicable private real estate investment fund managers and selected strategies, the adherence by such private real estate investment fund managers to such selected strategies, the instruments used by such private real estate investment fund managers and the Investment Adviser’s ability to select private real estate investment fund managers and strategies and effectively allocate Fund assets among them. Fund shareholders will bear two layers of fees and expenses: asset-based fees and expenses at the Fund level, and asset-based fees, incentive allocations or fees and expenses at the private real estate investment fund level.
The Fund’s investments in certain private real estate investment funds may be subject to lock-up periods, during which the Fund may not withdraw its investment. Many of the Fund’s assets will be priced in the absence of a readily available market and may be priced based on determinations of fair value, which may prove to be inaccurate. The Fund, upon its redemption of all or a portion of its interest in a private real estate investment fund, may receive an in-kind distribution of securities that are illiquid or difficult to value and difficult to dispose of. Private real estate investment funds are not publicly traded and therefore are not liquid
27
GOLDMAN SACHS REAL ESTATE DIVERSIFIED INCOME FUND
Consolidated Notes to Financial Statements (continued)
March 31, 2022 (Unaudited)
|
9. OTHER RISKS (continued) |
investments. Private real estate investment funds may make significant use of leverage, which has the potential to magnify losses versus funds that do not employ leverage.
Private REIT Risk — In addition to the risks described in “Private Real Estate Investment Fund Risk” and “REIT Risk,” Private REITs are typically smaller and financially less stable than Public REITs. Private REITs are unlisted, making them hard to value and trade. Moreover, private REITs generally are exempt from Securities Act registration and, as such, are not subject to the same disclosure requirements as Public REITs, which makes private REITs more difficult to evaluate from an investment perspective.
REIT Risk — Investing in REITs involves certain unique risks in addition to those risks associated with investing in the real estate industry in general. REITs whose underlying properties are concentrated in a particular industry or geographic region are also subject to risks affecting such industries and regions. The securities of REITs involve greater risks than those associated with larger, more established companies and may be subject to more abrupt or erratic price movements because of interest rate changes, economic conditions and other factors. REITs may also fail to qualify for tax free pass-through of income or may fail to maintain their exemptions from investment company registration. Securities of such issuers may lack sufficient market liquidity to enable the Fund to effect sales at an advantageous time or without a substantial drop in price.
Repurchase Offers Risk — The Fund operates as an “interval fund,” and, in order to provide some liquidity to shareholders, will make quarterly offers to repurchase a percentage of its outstanding shares at NAV, pursuant to Rule 23c-3 under the Act. The repurchase of shares by the Fund would decrease the assets of the Fund and, therefore, may have the effect of increasing the Fund’s expense ratio. Repurchase offers and the need to fund repurchase obligations may also affect the ability of the Fund to be fully invested or force the Fund to maintain a higher percentage of its assets in liquid investments, which may harm the Fund’s investment performance. In addition, the Fund may be required to sell portfolio securities (including at inopportune times) to satisfy repurchase requests, resulting in increased transaction costs that must be borne by the Fund and its shareholders. This may result in higher short-term capital gains for taxable shareholders.
If a repurchase offer is oversubscribed and the Fund determines not to repurchase additional shares beyond the repurchase offer amount, or if shareholders tender an amount of shares greater than that which the Fund is entitled to purchase, the Fund will repurchase the shares tendered on a pro rata basis, and shareholders will have to wait until the next repurchase offer to make another repurchase request. Shareholders will be subject to the risk of NAV fluctuations during that period. Thus, there is also a risk that some shareholders, in anticipation of proration, may tender more shares than they wish to have repurchased in a particular quarter, thereby increasing the likelihood that proration will occur.
Under the Fund’s organizational documents, its Trustees, officers, employees and agents are indemnified, to the extent permitted by the Act and state law, against certain liabilities that may arise out of performance of their duties to the Fund. Additionally, in the course of business, the Fund enters into contracts that contain a variety of indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, GSAM believes the risk of loss under these arrangements to be remote.
28
GOLDMAN SACHS REAL ESTATE DIVERSIFIED INCOME FUND
|
11. SUMMARY OF SHARE TRANSACTIONS |
Share activity is as follows:
| | | | | | | | | | | | | | | | |
| | For the Six Months Ended March 31, 2022 (Unaudited) | | | For the Fiscal Year Ended September 30, 2021 | |
| | | | |
| | Shares | | | Dollars | | | Shares | | | Dollars | |
| | | | |
Class A Shares | | | | | | | | | | | | | | | | |
Shares sold | | | 337,433 | | | $ | 3,571,974 | | | | 138,671 | | | $ | 1,398,484 | |
Reinvestment of distributions | | | 125,172 | | | | 1,328,075 | | | | 208,954 | | | | 2,087,397 | |
Shares repurchased | | | (678,356 | ) | | | (7,091,420 | ) | | | (1,733,384 | ) | | | (17,172,984 | ) |
| | | (215,751 | ) | | | (2,191,371 | ) | | | (1,385,759 | ) | | | (13,687,103 | ) |
Class C Shares | | | | | | | | | | | | | | | | |
Shares sold | | | 80,671 | | | | 850,163 | | | | 146,615 | | | | 1,462,176 | |
Reinvestment of distributions | | | 114,593 | | | | 1,215,472 | | | | 181,042 | | | | 1,808,639 | |
Shares repurchased | | | (651,383 | ) | | | (6,823,614 | ) | | | (1,456,335 | ) | | | (14,371,481 | ) |
| | | (456,119 | ) | | | (4,757,979 | ) | | | (1,128,678 | ) | | | (11,100,666 | ) |
Class I Shares | | | | | | | | | | | | | | | | |
Shares sold | | | 4,095,055 | | | | 45,238,927 | | | | 3,506,951 | | | | 37,904,547 | |
Reinvestment of distributions | | | 153,925 | | | | 1,710,104 | | | | 149,890 | | | | 1,571,956 | |
Shares repurchased | | | (428,288 | ) | | | (4,692,172 | ) | | | (2,278,307 | ) | | | (23,301,997 | ) |
| | | 3,820,692 | | | | 42,256,859 | | | | 1,378,534 | | | | 16,174,506 | |
Class P Shares(a) | | | | | | | | | | | | | | | | |
Shares sold | | | 12,736,104 | | | | 140,711,702 | | | | 4,900,131 | | | | 53,811,335 | |
Reinvestment of distributions | | | 410,681 | | | | 4,564,653 | | | | 57,517 | | | | 621,180 | |
Shares repurchased | | | (65,135 | ) | | | (716,457 | ) | | | — | | | | — | |
| | | 13,081,650 | | | | 144,559,898 | | | | 4,957,648 | | | | 54,432,515 | |
Class L Shares | | | | | | | | | | | | | | | | |
Shares sold | | | 601 | | | | 6,386 | | | | 1,187 | | | | 596 | |
Reinvestment of distributions | | | 10,191 | | | | 108,224 | | | | 15,265 | | | | 152,818 | |
Shares repurchased | | | (18,239 | ) | | | (190,799 | ) | | | (40,868 | ) | | | (403,950 | ) |
| | | (7,447 | ) | | | (76,189 | ) | | | (24,416 | ) | | | (250,536 | ) |
Class W Shares | | | | | | | | | | | | | | | | |
Shares sold | | | 468,153 | | | | 5,072,220 | | | | 42,242 | | | | 427,014 | |
Reinvestment of distributions | | | 89,219 | | | | 962,670 | | | | 138,356 | | | | 1,403,462 | |
Shares repurchased | | | (404,755 | ) | | | (4,308,341 | ) | | | (1,366,647 | ) | | | (13,615,474 | ) |
| | | 152,617 | | | | 1,726,549 | | | | (1,186,049 | ) | | | (11,784,998 | ) |
| | | | |
NET INCREASE (DECREASE) | | | 16,375,642 | | | $ | 181,517,767 | | | | 2,611,280 | | | $ | 33,783,718 | |
(a) | | Class P Shares commenced operations on June 29, 2021. |
29
GOLDMAN SACHS REAL ESTATE DIVERSIFIED INCOME FUND
Consolidated Notes to Financial Statements (continued)
March 31, 2022 (Unaudited)
Pursuant to an effort to consolidate the membership of the Board of Trustees of the Fund (the “Board”) with the Board of Trustees of each of Goldman Sachs Trust II, Goldman Sachs ETF Trust and Goldman Sachs MLP and Energy Renaissance Fund, at a meeting held on July 22, 2021, the Board voted to nominate Cheryl K. Beebe, Lawrence Hughes, John F. Killian and Steven D. Krichmar (the “Nominees”) for election as Trustees of the Fund at a virtual special joint meeting of shareholders to be held on December 3, 2021. At the December 3, 2021 meeting, Cheryl K. Beebe, Lawrence Hughes, John F. Killian, and Steven D. Krichmar were elected to the Fund’s Board of Trustees and now serve as Trustees of Goldman Sachs Trust II, Goldman Sachs ETF Trust and Goldman Sachs MLP and Energy Renaissance Fund. The Fund bore a portion of the proxy solicitation, shareholder meeting and other related costs and GSAM has agreed to reimburse the Fund if such expenses increase the Fund’s total expense ratio by more than a specified percentage. This semi-annual report is not a proxy statement. Information regarding the election of the Nominees is contained in the proxy materials filed with the SEC. The proxy statement has been mailed to shareholders of record, and shareholders can also access the proxy statement, and any other relevant documents, on the SEC’s website.
The Fund completed a quarterly repurchase offer on April 13, 2022, which resulted in 1,053,385 Fund Shares being repurchased for $11,493,320. There were 1,053,385 Fund Shares tendered for repurchase for this repurchase offer. Accordingly, the Fund repurchased 100% of the total number of shares tendered for repurchase.
Other than noted above, subsequent events after the Consolidated Statement of Assets and Liabilities date have been evaluated, and GSAM has concluded that there is no impact requiring adjustment or disclosure in the financial statements.
30
GOLDMAN SACHS REAL ESTATE DIVERSIFIED INCOME FUND
Voting Results of Special Meeting of Shareholders (Unaudited)
A Special Meeting (the “Meeting”) of shareholders of the Goldman Sachs Real Estate Diversified Income Fund (the “Fund”) was held on December 3, 2021 to consider and act upon the proposal below. The Fund has amortized its respective share of the proxy, shareholder meeting and other related costs, and GSAM has agreed to reimburse the Fund in an amount equal to the portion of the increase in the Fund’s total expense ratio that exceeds a specified percentage.
At the Meeting, Cheryl K. Beebe, Lawrence Hughes, John F. Killian, and Steven D. Krichmar were elected to the Fund’s Board of Trustees. In electing trustees, the Fund’s shareholders voted as follows:
| | | | | | | | | | | | |
Proposal 1. Election of Trustees | | For | | | Against/Withheld | | | Abstain | |
| | | |
Cheryl K. Beebe | | | 22,613,877 | | | | 614,208 | | | | 0 | |
| | | |
Lawrence Hughes | | | 22,897,400 | | | | 330,686 | | | | 0 | |
| | | |
John F. Killian | | | 22,575,607 | | | | 652,479 | | | | 0 | |
| | | |
Steven D. Krichmar | | | 22,913,280 | | | | 314,805 | | | | 0 | |
31
GOLDMAN SACHS REAL ESTATE DIVERSIFIED INCOME FUND
Impact of Russian Invasion of Ukraine (Unaudited)
The Russian invasion of Ukraine has negatively affected the global economy and has resulted in significant disruptions in financial markets and increased macroeconomic uncertainty. In addition, governments around the world have responded to Russia’s invasion by imposing economic sanctions and export controls on certain industry sectors, companies and individuals in or associated with Russia. Russia has imposed its own restrictions against investors and countries outside Russia and has proposed additional measures aimed at non-Russian-owned businesses. Businesses in the U.S. and globally have experienced shortages in materials and increased costs for transportation, energy and raw materials due, in part, to the negative effects of the war on the global economy. The escalation or continuation of the war between Russia and Ukraine or other hostilities presents heightened risks relating to cyber-attacks, the frequency and volume of failures to settle securities transactions, supply chain disruptions, inflation, as well as the potential for increased volatility in commodity, currency and other financial markets. The extent and duration of the war, sanctions and resulting market disruptions, as well as the potential adverse consequences for the Fund’s operations are difficult to predict.
32
FUNDS PROFILE
Goldman Sachs Funds
Goldman Sachs is a premier financial services firm, known since 1869 for creating thoughtful and customized investment solutions in complex global markets.
Today, the Asset Management Division of Goldman Sachs serves a diverse set of clients worldwide, including private institutions, public entities and individuals. With approximately $2.13 trillion in assets under supervision as of March 31, 2022, Goldman Sachs Asset Management (“GSAM”) has portfolio management teams located around the world and our investment professionals bring firsthand knowledge of local markets to every investment decision. Assets under supervision includes assets under management and other client assets for which Goldman Sachs does not have full discretion. GSAM leverages the resources of Goldman Sachs & Co. LLC subject to legal, internal and regulatory restrictions.
Money Market
Financial Square FundsSM
∎ | | Financial Square Treasury Solutions Fund1 |
∎ | | Financial Square Government Fund1 |
∎ | | Financial Square Money Market Fund2 |
∎ | | Financial Square Prime Obligations Fund2 |
∎ | | Financial Square Treasury Instruments Fund1 |
∎ | | Financial Square Treasury Obligations Fund1 |
∎ | | Financial Square Federal Instruments Fund1 |
Investor FundsSM
∎ | | Investor Money Market Fund3 |
∎ | | Investor Tax-Exempt Money Market Fund3 |
Fixed Income
Short Duration and Government
∎ | | Short-Term Conservative Income Fund |
∎ | | Short Duration Government Fund |
∎ | | Short Duration Bond Fund4 |
∎ | | Inflation Protected Securities Fund |
Multi-Sector
∎ | | Global Core Fixed Income Fund |
Municipal and Tax-Free
∎ | | High Yield Municipal Fund |
∎ | | Dynamic Municipal Income Fund |
∎ | | Short Duration Tax-Free Fund |
∎ | | Municipal Income Completion Fund |
Single Sector
∎ | | Investment Grade Credit Fund |
∎ | | High Yield Floating Rate Fund |
∎ | | Emerging Markets Debt Fund |
∎ | | Local Emerging Markets Debt Fund |
Fixed Income Alternatives
∎ | | Long Short Credit Strategies Fund |
Fundamental Equity
∎ | | Small/Mid Cap Value Fund |
∎ | | Small/Mid Cap Growth Fund |
∎ | | Concentrated Growth Fund |
∎ | | Technology Opportunities Fund |
∎ | | Rising Dividend Growth Fund |
Tax-Advantaged Equity
∎ | | U.S. Tax-Managed Equity Fund |
∎ | | International Tax-Managed Equity Fund |
∎ | | U.S. Equity Dividend and Premium Fund |
∎ | | International Equity Dividend and Premium Fund |
Equity Insights
∎ | | Small Cap Equity Insights Fund |
∎ | | U.S. Equity Insights Fund |
∎ | | Small Cap Growth Insights Fund |
∎ | | Large Cap Growth Insights Fund |
∎ | | Large Cap Value Insights Fund |
∎ | | Small Cap Value Insights Fund |
∎ | | International Small Cap Insights Fund |
∎ | | International Equity Insights Fund |
∎ | | Emerging Markets Equity Insights Fund |
Fundamental Equity International
∎ | | International Equity Income Fund |
∎ | | International Equity ESG Fund |
∎ | | Emerging Markets Equity Fund |
∎ | | ESG Emerging Markets Equity Fund |
Alternative
∎ | | Clean Energy Income Fund |
∎ | | Real Estate Securities Fund |
∎ | | Commodity Strategy Fund |
∎ | | Global Real Estate Securities Fund |
∎ | | Absolute Return Tracker Fund |
∎ | | Managed Futures Strategy Fund |
∎ | | MLP Energy Infrastructure Fund |
∎ | | Energy Infrastructure Fund |
∎ | | Multi-Manager Alternatives Fund |
∎ | | Global Infrastructure Fund |
Total Portfolio Solutions
∎ | | Global Managed Beta Fund |
∎ | | Multi-Manager Non-Core Fixed Income Fund |
∎ | | Multi-Manager Global Equity Fund |
∎ | | Multi-Manager International Equity Fund |
∎ | | Tactical Tilt Overlay Fund |
∎ | | Balanced Strategy Portfolio |
∎ | | Multi-Manager U.S. Small Cap Equity Fund |
∎ | | Multi-Manager Real Assets Strategy Fund |
∎ | | Growth and Income Strategy Portfolio |
∎ | | Growth Strategy Portfolio |
∎ | | Dynamic Global Equity Fund |
∎ | | Satellite Strategies Portfolio |
∎ | | Enhanced Dividend Global Equity Portfolio |
∎ | | Tax-Advantaged Global Equity Portfolio |
∎ | | Strategic Factor Allocation Fund |
∎ | | Strategic Volatility Premium Fund |
∎ | | Target Date Retirement Portfolio |
∎ | | Target Date 2025 Portfolio |
∎ | | Target Date 2030 Portfolio |
∎ | | Target Date 2035 Portfolio |
∎ | | Target Date 2040 Portfolio |
∎ | | Target Date 2045 Portfolio |
∎ | | Target Date 2050 Portfolio |
∎ | | Target Date 2055 Portfolio |
∎ | | Target Date 2060 Portfolio |
∎ | | GQG Partners International Opportunities Fund |
1 | | You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund’s sponsor has no legal obligation to provide financial support to the Fund, and you should not expect that the sponsor will provide financial support to the Fund at any time. |
2 | | You could lose money by investing in the Fund. Because the share price of the Fund will fluctuate, when you sell your shares they may be worth more or less than what you originally paid for them. The Fund may impose a fee upon sale of your shares or may temporarily suspend your ability to sell shares if the Fund’s liquidity falls below required minimums because of market conditions or other factors. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund’s sponsor has no legal obligation to provide financial support to the Fund, and you should not expect that the sponsor will provide financial support to the Fund at any time. |
3 | | You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. The Fund may impose a fee upon sale of your shares or may temporarily suspend your ability to sell shares if the Fund’s liquidity falls below required minimums because of market conditions or other factors. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund’s sponsor has no legal obligation to provide financial support to the Fund, and you should not expect that the sponsor will provide financial support to the Fund at any time. |
4 | | Effective after the close of business on July 29, 2021, the Goldman Sachs Short Duration Income Fund was renamed the Goldman Sachs Short Duration Bond Fund. |
5 | | Effective after the close of business on April 13, 2022, the Goldman Sachs Capital Growth Fund was renamed the Goldman Sachs Large Cap Core Fund. |
6 | | Effective after the close of business on April 13, 2022, the Goldman Sachs Growth Opportunities Fund was renamed the Goldman Sachs Mid Cap Growth Fund. |
| | Financial Square FundsSM and Investor FundsSM are registered service marks of Goldman Sachs & Co. LLC. |
* | | This list covers open-end funds only. Please visit our website at www.GSAMFUNDS.com to learn about our closed-end funds and exchange-traded funds. |
| | |
TRUSTEES Cheryl K. Beebe, Chair Lawrence Hughes John F. Killian Steven D. Krichmar Linda A. Lang Michael Latham James A. McNamara Lawrence W. Stranghoener | | OFFICERS James A. McNamara, President Joseph F. DiMaria, Principal Financial Officer, Principal Accounting Officer and Treasurer Caroline L. Kraus, Secretary |
| |
GOLDMAN SACHS & CO. LLC Distributor and Transfer Agent | | GOLDMAN SACHS ASSET MANAGEMENT, L.P. Investment Adviser |
Visit our web site at www.GSAMFUNDS.com to obtain the most recent month-end returns.
Goldman Sachs Asset Management, L.P. 200 West Street, New York, New York 10282
Economic and market forecasts presented herein reflect our judgment as of the date of this presentation and are subject to change without notice. These forecasts do not take into account the specific investment objectives, restrictions, tax and financial situation or other needs of any specific client. Actual data will vary and may not be reflected here. These forecasts are subject to high levels of uncertainty that may affect actual performance. Accordingly, these forecasts should be viewed as merely representative of a broad range of possible outcomes. These forecasts are estimated, based on assumptions, and are subject to significant revision and may change materially as economic and market conditions change. Goldman Sachs has no obligation to provide updates or changes to these forecasts. Case studies and examples are for illustrative purposes only.
The portfolio risk management process includes an effort to monitor and manage risk, but does not imply low risk.
The report concerning the Fund included in this shareholder report may contain certain forward-looking statements about the factors that may affect the performance of the Fund in the future. These statements are based on Fund management’s predictions and expectations concerning certain future events and their expected impact on the Fund, such as performance of the economy as a whole and of specific industry sectors, changes in the levels of interest rates, the impact of developing world events, and other factors that may influence the future performance of the Fund. Management believes these forward-looking statements to be reasonable, although they are inherently uncertain and difficult to predict. Actual events may cause adjustments in portfolio management strategies from those currently expected to be employed.
A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available (i) without charge, upon request by calling 1-800-526-7384 (for Retail Shareholders) or 1-800-621-2550 (for Institutional Shareholders); and (ii) on the Securities and Exchange Commission (“SEC”) web site at http://www.sec.gov.
The Global Industry Classification Standard (GICS) was developed by and is the exclusive property and a service mark of Morgan Stanley Capital International Inc. (MSCI) and Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. (S&P) and is licensed for use by Goldman Sachs. Neither MSCI, S&P nor any other party involved in making or compiling the GICS or any GICS classifications makes any express or implied warranties or representations with respect to such standard or classification (or the results to be obtained by the use thereof), and all such parties hereby expressly disclaim all warranties of originality, accuracy, completeness, merchantability or fitness for a particular purpose with respect to any of such standard or classification. Without limiting any of the foregoing, in no event shall MSCI, S&P, any of their affiliates or any third party involved in making or compiling the GICS or any GICS classifications have any liability for any direct, indirect, special, punitive, consequential or any other damages (including lost profits) even if notified of the possibility of such damages.
The Fund will file portfolio holdings information for each month in a fiscal quarter within 60 days after the end of the relevant fiscal quarter on Form N-PORT. Portfolio holdings information for the third month of each fiscal quarter will be made available on the SEC’s web site at http://www.sec.gov. Portfolio holdings information may be obtained upon request and without charge by calling 1-800-526-7384 (for Retail Shareholders) or 1-800-621-2550 (for Institutional Shareholders).
Holdings and allocations shown are as of March 31, 2022 and may not be representative of future investments. Fund holdings should not be relied on in making investment decisions and should not be construed as research or investment advice regarding particular securities. Current and future holdings are subject to risk.
This material is not authorized for distribution to prospective investors unless preceded or accompanied by a current prospectus or summary prospectus, if applicable. Investors should consider the Fund’s objective, risks, and charges and expenses, and read the summary prospectus, if available, and/or the prospectus carefully before investing or sending money. The summary prospectus, if available, and the prospectus contain this and other information about the Fund and may be obtained from your authorized dealer or from Goldman Sachs & Co. LLC by calling (retail – 1-800-526-7384) (institutional – 1-800-621-2550).
© 2022 Goldman Sachs. All rights reserved. 279349-OTU-1614576 RLDVINCSAR-22
(a) As of the end of the period covered by this report, the registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party (the “Code of Ethics”).
(b) Not applicable.
(c) During the period covered by this report, no amendments were made to the provisions of the Code of Ethics.
(d) During the period covered by this report, the registrant did not grant any waivers, including an implicit waiver, from any provision of the Code of Ethics.
(e) Not applicable.
(f) A copy of the Code of Ethics is available as provided in Item 13(a)(1) of this report.
ITEM 3. | AUDIT COMMITTEE FINANCIAL EXPERT. |
The registrant’s board of trustees has determined that the registrant has at least one “audit committee financial expert” (as defined in Item 3 of Form N-CSR) serving on its audit committee. Michael Latham is the “audit committee financial expert” and is “independent” (as each term is defined in Item 3 of Form N-CSR).
ITEM 4. | PRINCIPAL ACCOUNTANT FEES AND SERVICES. |
The information required by this Item is only required in an annual report on this Form N-CSR.
ITEM 5. | AUDIT COMMITTEE OF LISTED REGISTRANTS. |
ITEM 6. | SCHEDULE OF INVESTMENTS. |
| Schedule of Investments is included as part of the Report to Shareholders filed under Item 1. |
ITEM 7. | DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
The Fund has delegated the voting of portfolio securities to Goldman Sachs Asset Management L.P. (the “Investment Adviser”). For client accounts for which the Investment Adviser has voting discretion, the Investment Adviser has adopted policies and procedures (the “Proxy Voting Policy”) for the voting of proxies. Under the Proxy Voting Policy, the Investment Adviser’s guiding principles in performing proxy voting are to make decisions that favor proposals that in the Investment Adviser’s view tend to maximize a company’s shareholder value and are not influenced by conflicts of interest. To implement these guiding principles for investments in publicly-traded equities, the Investment Adviser has developed customized proxy voting guidelines (the “Guidelines”) that it generally applies when voting on behalf of client accounts. These Guidelines address a wide variety of individual topics, including, among other matters, shareholder voting rights, anti-takeover defenses, board structures, the election of directors, executive and director compensation, reorganizations, mergers, issues of corporate social responsibility and various shareholder proposals. The Guidelines embody the positions and factors the Investment Adviser generally considers important in casting proxy votes.
The Proxy Voting Policy, including the Guidelines, is reviewed periodically to ensure that it continues to be consistent with the Investment Adviser’s guiding principles.
The Investment Adviser has retained a third-party proxy voting service (“Proxy Service”), currently Institutional Shareholder Services, to assist in the implementation and administration of certain proxy voting-related functions, including, without limitation, operational, recordkeeping and reporting services. The Proxy Service also prepares a written analysis and recommendation (a “Recommendation”) of each proxy vote that reflects the Proxy Service’s application of the Guidelines to particular proxy issues. While it is the Investment Adviser’s policy generally to follow the Guidelines and Recommendations from the Proxy Service, the Investment Adviser’s portfolio management teams (“Portfolio Management Teams”) may on certain proxy votes seek approval to diverge from the Guidelines or a Recommendation by following an “override” process. Such decisions are subject to a review and approval process, including a determination that the decision is not influenced by any conflict of interest. A Portfolio Management Team that receives approval through the override process to cast a proxy vote that diverges from the Guidelines and/or a Recommendation may vote differently than other Portfolio Management Teams that did not seek to override that vote. In forming their views on particular matters, the Portfolio Management Teams are also permitted to consider applicable regional rules and practices, including codes of conduct and other guides, regarding proxy voting, in addition to the Guidelines and Recommendations. The Investment Adviser may hire other service providers to replace or supplement the Proxy Service with respect to any of the services the Investment Adviser currently receives from the Proxy Service.
The Investment Adviser conducts periodic due diligence meetings with the Proxy Service which include, but are not limited to, a review of the Proxy Service’s general organizational structure, new developments with respect to research and technology, work flow improvements and internal due diligence with respect to conflicts of interest.
From time to time, the Investment Adviser may face regulatory, compliance, legal or logistical limits with respect to voting securities that it may purchase or hold for client accounts, which can affect the Investment Adviser’s ability to vote such proxies, as well as the desirability of voting such proxies. Among other limits, federal, state and foreign regulatory restrictions or company specific ownership limits, as well as legal matters related to consolidated groups, may restrict the total percentage of an issuer’s voting securities that the Investment Adviser can hold for clients and the nature of the Investment Adviser’s voting in such securities. The Investment Adviser’s ability to vote proxies may also be affected by, among other things: (i) late receipt of meeting notices; (ii) requirements to vote proxies in person: (iii) restrictions on a foreigner’s ability to exercise votes; (iv) potential difficulties in translating the proxy; (v) requirements to provide local agents with unrestricted powers of attorney to facilitate voting instructions; and (vi) requirements that investors who exercise their voting rights surrender the right to dispose of their holdings for some specified period in proximity to the shareholder meeting.
The Investment Adviser has adopted policies and procedures designed to prevent conflicts of interest from influencing its proxy voting decisions that the Investment Adviser makes on behalf of a client account. These policies and procedures include the Investment Adviser’s use of the Guidelines and Recommendations from the Proxy Service, the override approval process previously discussed, and the establishment of information barriers between the Investment Adviser and other businesses within The Goldman Sachs Group, Inc. Notwithstanding such proxy voting policies and procedures, actual proxy voting decisions of the Investment Adviser may have the effect of benefitting the interests of other clients or businesses of other divisions or units of GS&Co. and/or its affiliates.
Voting decisions with respect to fixed income securities and the securities of privately held issuers generally will be made by the Fund’s portfolio managers based on their assessment of the particular transactions or other matters at issue.
Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, 2021 will be available on or through the Fund’s website at https://www.gsam.com/content/gsam/us/en/advisors/resources/client-service/proxy-voting.html without charge and on the SEC’s website at www.sec.gov.
ITEM 8. | PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
Item 8(a)(1)
| | | | | | |
Name | | Title | | Length of Time Served | | Principal Occupation(s) During Past 5 Years |
Alicia Li | | Vice President | | Since 2022 | | Ms. Li joined the Investment Adviser in 2010. |
Item 8(a)(2)
The following tables disclose other accounts within each type of category listed below for which the portfolio managers are jointly and primarily responsible for day to day portfolio management, as of March 31, 2022, unless otherwise noted.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Number of Other Accounts Managed and Total Assets by Account Type | | | Number of Other Accounts and Total Assets for Which Advisory Fee is Performance Based | |
Name of Portfolio Manager | | Registered Investment Companies | | | Other Pooled Investment Vehicles | | | Other Accounts | | | Registered Investment Companies | | | Other Pooled Investment Vehicles | | | Other Accounts | |
| Number of Accounts | | | Assets Managed
| | | Number of Accounts | | | Assets Managed
| | | Number of Accounts | | | Assets Managed
| | | Number of Accounts | | | Assets Managed
| | | Number of Accounts | | | Assets Managed
| | | Number of Accounts | | | Assets Managed
| |
Alicia Li | | | 0 | | | $ | 0.00 | | | | 12 | | | $ | 3.81 | | | | 1 | | | $ | 1.48 | | | | 0 | | | $ | 0.00 | | | | 6 | | | $ | 2.97 | | | | 0 | | | $ | 0.00 | |
Asset information is in USD billions.
Item 8(a)(3) —
Compensation for portfolio managers of the Investment Adviser is comprised of a base salary and year-end discretionary variable compensation. The base salary is fixed from year to year. Year-end discretionary variable compensation is primarily a function of each portfolio manager’s individual performance and his or her contribution to overall team performance; the performance of GSAM and Goldman Sachs & Co. LLC (“GS&Co.”); the team’s net revenues for the past year which is primarily derived from advisory fees; and anticipated compensation levels among competitor firms. Portfolio managers are rewarded, in part, for their delivery of investment performance, which is reasonably expected to meet or exceed the expectations of clients and fund shareholders in terms of: excess return over an applicable benchmark, peer group ranking, risk management and factors specific to the funds such as yield or regional focus. Performance is judged over 1-, 3- and 5-year time horizons.
The discretionary variable compensation for portfolio managers is also significantly influenced by various factors, including: (1) effective participation in team discussions and process; and (2) management of risk in alignment with the targeted risk parameters and investment objective of the Fund. Other factors may also be considered including: (1) general client/investor orientation and (2) teamwork and leadership.
As part of their year-end discretionary variable compensation and subject to certain eligibility requirements, portfolio managers may receive deferred equity-based and similar awards, in the form of: (1) shares of The Goldman Sachs Group, Inc. (restricted stock units); and, (2) for certain portfolio managers, performance-tracking (or “phantom”) shares of the Fund or multiple funds. Performance-tracking shares are designed to provide a rate of return (net of fees) equal to that of the Fund(s) that a portfolio manager manages, or one or more other eligible funds, as determined by senior management, thereby aligning portfolio manager compensation with fund shareholder interests. The awards are subject to vesting requirements, deferred payment and clawback and forfeiture provisions. GSAM, GS&Co. or their affiliates expect, but are not required to, hedge the exposure of the performance-tracking shares of a Fund by, among other things, purchasing shares of the relevant Fund(s).
Other Compensation — In addition to base salary and year-end discretionary variable compensation, the Investment Adviser has a number of additional benefits in place including (1) a 401(k) program that enables employees to direct a percentage of their base salary and bonus income into a tax-qualified retirement plan; and (2) investment opportunity programs in which certain professionals may participate subject to certain eligibility requirements.
Item 8(a)(4)
The following table shows the portfolio managers’ ownership of securities, including those beneficially owned as well as those owned pursuant to the deferred compensation plan discussed above, in the Fund as of March 31, 2022, unless otherwise noted:
| | | | |
Name of Portfolio Manager | | Name of Portfolio Manager | |
Alicia Li | | $ | 0 | |
ITEM 9. | PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. |
ITEM 10. | SUBMISSION OF MATTERS TO A 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. |
ITEM 11. | CONTROLS AND PROCEDURES. |
| (a) | The registrant’s principal executive and principal financial officers, or persons performing similar functions 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 (the “1940 Act”)) are effective as of a date within 90 days of the filing of this report that includes the disclosure required by this paragraph, based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act and 15d-15(b) under the Securities Exchange Act of 1934, as amended. |
| (b) | There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the period covered by this report that have materially affected, or are 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 |
| The registrant did not engage in securities lending activities during the fiscal period reported on this Form N-CSR. |
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.
| | |
| | Goldman Sachs Real Estate Diversified Income Fund |
| |
By: | | /s/ James A. McNamara |
| | James A. McNamara |
| | President/Chief Executive Officer |
| | Goldman Sachs Real Estate Diversified Income Fund |
| |
Date: | | June 6, 2022 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| | |
By: | | /s/ James A. McNamara |
| | James A. McNamara |
| | President/Chief Executive Officer |
| | Goldman Sachs Real Estate Diversified Income Fund |
| |
Date: | | June 6, 2022 |
| |
By: | | /s/ Joseph F. DiMaria |
| | Joseph F. DiMaria |
| | Principal Financial Officer |
| | Goldman Sachs Real Estate Diversified Income Fund |
| |
Date: | | June 6, 2022 |