The returns set forth
in the tables above represent past performance. Past performance does not guarantee future results. The Funds investment returns and principal value will fluctuate. Current performance may be lower or higher than the performance quoted above.
Please visit our web site at www.GSAMFUNDS.com/CEF to obtain the most recent month-end returns. Closed-end funds, unlike open-end funds, are not continuously offered. Once issued in a public offering, shares of closed-end funds are traded in the
open market through a stock exchange.
For more information about the Fund, please refer to www.GSAMFUNDS.com. There, you can learn more about the Funds investment strategies, holdings, and
performance.
The following graph shows the market price performance of a $10,000
investment in Fund shares for the period from September 26, 2014 (commencement of operations) through November 30, 2020. The performance calculation assumes the purchase of Fund shares at the offering price at the beginning of the period and
the sale of Fund shares at the market price at the end of the period. For comparative purposes, the performance of the Funds benchmark indexes, the Cushing MLP High Income Index and the Alerian MLP Total Return Index, are shown. Performance
reflects applicable fee waivers and/or expense limitations in effect during the periods shown and in their absence, performance would be reduced. Dividends and distributions, if any, are assumed, for purposes of this calculation, to be reinvested at
prices obtained under the Funds dividend reinvestment plan. The performance does not reflect brokerage commissions in connection with the purchase or sale of Fund shares, which if included would lower the performance shown above. Returns do
not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the sale of Fund shares. The returns set forth below represent past performance. Past performance does not guarantee future results. The market price of Fund
shares value will fluctuate so that an investors shares, when sold, may be worth more or less than their original cost. Current performance may be lower or higher than the performance quoted below. Please visit our web site at
www.GSAMFUNDS.com to obtain the most recent month-end returns.
Opinion on the Financial Statements
We have audited
the accompanying statement of assets and liabilities, including the schedule of investments, of Goldman Sachs MLP and Energy Renaissance Fund (referred to hereafter as the Fund) as of November 30, 2020, the related statement of
operations and cash flows for the year ended November 30, 2020, the statements of changes in net assets for each of the two years in the period ended November 30, 2020, including the related notes, and the financial highlights for each of
the five years in the period ended November 30, 2020 (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of
November 30, 2020, the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the two years in the period ended November 30, 2020 and the financial highlights for each of the
five years in the period ended November 30, 2020 in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the
responsibility of the Funds management. Our responsibility is to express an opinion on the Funds financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits
included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the
financial statements. Our procedures included confirmation of securities owned as of November 30, 2020 by correspondence with the custodian, transfer agent and brokers; when replies were not received from brokers, we performed other auditing
procedures. We believe that our audits provide a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
January 26, 2021
We have served as the auditor of one or
more investment companies in the Goldman Sachs fund complex since 2000.
29
GOLDMAN SACHS MLP AND ENERGY RENAISSANCE FUND
Statement Regarding Basis for Approval of Management Agreement (Unaudited)
Background
The Goldman Sachs Goldman Sachs
MLP and Energy Renaissance Fund (the Fund) is a closed-end management investment companies that commenced investment operations on September 26, 2014. The Board of Trustees (the
Board or the Trustees) oversees the management of the Fund and reviews the investment performance and expenses of the Fund at regularly scheduled meetings held throughout the year. In addition, the Board determines annually
whether to approve the continuance of the Funds investment management agreement (the Management Agreement) with Goldman Sachs Asset Management, L.P. (the Investment Adviser).
At a special shareholder meeting on September 10, 2020, shareholders of the Goldman Sachs MLP Income Opportunities Fund (the Acquired
Fund) and the Fund approved the reorganization of the Acquired Fund with and into the Fund (the Reorganization). The Reorganization was completed as of close of business on September 25, 2020.
The Management Agreement was most recently approved for continuation until September 30, 2021 by the Board, including those Trustees who
are not parties to the Management Agreement or interested persons (as defined in the Investment Company Act of 1940, as amended) of any party thereto (the Independent Trustees), at a meeting held on September 22, 2020
(the Annual Meeting).
The review process undertaken by the Trustees spans the course of the year and culminates with the Annual
Meeting. To assist the Trustees in their deliberations, the Trustees have established a Contract Review Committee (the Committee), comprised of the Independent Trustees. The Committee held two meetings over the course of the year since
the Management Agreement was last approved in 2019. At the Committee meetings, regularly scheduled Board or other committee meetings, and/or the Annual Meeting, matters relevant to the renewal of the Management Agreement were considered by the
Board, or the Independent Trustees, as applicable. The matters considered by the Board included:
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(a)
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the nature and quality of the advisory, administrative, and other services provided to the Fund by the Investment Adviser and its affiliates, including information about:
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(i)
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the structure, staff, and capabilities of the Investment Adviser and its portfolio management team;
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(ii)
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the groups within the Investment Adviser and its affiliates that support the portfolio management team or provide other types of necessary services, including fund services groups (e.g., accounting and financial
reporting, tax, shareholder services, and operations); controls and risk management groups (e.g., legal, compliance, valuation oversight, credit risk management, internal audit, compliance testing, market risk analysis, and finance); and
others (e.g., information technology and training);
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(iii)
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trends in employee headcount;
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(iv)
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the Investment Advisers financial resources and ability to hire and retain talented personnel and strengthen its operations; and
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(v)
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the parent companys support of the Investment Adviser and its registered fund business, as expressed by the firms senior management;
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(b)
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information on the investment performance of the Fund in terms of both market price and net asset value (NAV), including comparisons to the performance of a group of similar
closed-end funds prepared by a third-party data provider (the Outside Data Provider), a benchmark performance index, a composite of accounts with comparable investment strategies managed by the
Investment Adviser, and general investment outlooks in the markets in which the Fund invests;
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(c)
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the terms of the Management Agreement and other agreements with service providers entered into by the Fund;
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(d)
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fee and expense information for the Fund, including:
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(i)
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the relative management fee and expense level of the Fund as compared to those of comparable funds managed by other advisers, as provided by the Outside Data Provider;
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(ii)
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comparative information on the advisory fees charged and services provided by the Investment Adviser to other types of accounts (such as private wealth management accounts and institutional separate accounts) managed by
the Investment Adviser having investment objectives and policies similar to those of the Fund;
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(e)
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information relating to the profitability of the Management Agreement of the Fund to the Investment Adviser and its affiliates;
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(f)
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with respect to the investment performance and expense comparison data provided by the Outside Data Provider, its processes in producing that data for the Fund;
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(g)
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whether the Funds existing management fee schedule adequately addressed any economies of scale;
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(h)
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a summary of the fall-out benefits derived by the Investment Adviser and its affiliates from their relationships with the Fund, including the portfolio trading
services;
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(i)
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a summary of potential benefits derived by the Fund as a result of its relationship with the Investment Adviser;
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30
GOLDMAN SACHS MLP AND ENERGY RENAISSANCE FUND
Statement Regarding Basis for Approval of Management Agreement (Unaudited)
(continued)
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(j)
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information regarding commissions paid by the Fund and broker oversight, an update on the Investment Advisers soft dollars practices and other information regarding portfolio trading, and how the Investment
Adviser carries out its duty to seek best execution;
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(k)
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portfolio manager ownership of Fund shares; the manner in which portfolio manager compensation is determined; and the number and types of accounts managed by the portfolio managers;
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(l)
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the nature and quality of the services provided to the Fund by its unaffiliated service providers, and the Investment Advisers general oversight and evaluation (including reports on due diligence) of those service
providers as part of the administrative services provided under the Management Agreement; and
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(m)
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the Investment Advisers processes and policies addressing various types of potential conflicts of interest; its approach to risk management; the annual review of the effectiveness of the Funds compliance
program; and periodic compliance reports.
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In evaluating the Management Agreement at the Annual Meeting, the Trustees relied
upon their knowledge, resulting from their meetings and other interactions throughout the year, of the Investment Adviser and its affiliates, their services, the Fund, and the other investment companies for which the Trustees have responsibility. In
conjunction with these meetings, the Trustees received written materials and oral presentations on the topics covered, and were advised by their independent legal counsel regarding their responsibilities and other regulatory requirements related to
the approval and continuation of investment management agreements under applicable law. In addition, the Investment Adviser and its affiliates provided the Independent Trustees with a written response to a formal request for information sent on
behalf of the Independent Trustees by their independent legal counsel. During the course of their deliberations, the Independent Trustees met in executive sessions with their independent legal counsel, without representatives of the Investment
Adviser or its affiliates present.
Nature, Extent, and Quality of the Services Provided Under the Management Agreement
As part of their review, the Trustees considered the nature, extent, and quality of the services provided to the Fund by the Investment Adviser.
In this regard, they considered both the investment advisory services and non-advisory services that are provided to the Fund by the Investment Adviser and its affiliates. The Trustees also considered the
Investment Advisers ongoing recruitment efforts aimed at bringing high quality investment talent to the firm. They also noted the significant resources that the Investment Adviser devotes to risk management and the control environment in which
the Fund operates, as well as the Investment Advisers commitment to maintaining high quality systems and expending substantial resources to respond to ongoing changes to the market, regulatory and control environment in which the Fund and its
service providers operate, including changes associated with the COVID-19 pandemic, as well as the efforts of the Investment Adviser and its affiliates to combat cyber security risks. The Trustees also
considered information regarding the Investment Advisers business continuity planning and remote operations in the current environment. They concluded that the Investment Adviser continued to commit substantial financial and operational
resources to the Fund and expressed confidence that the Investment Adviser would continue to do so in the future. The Trustees also recognized that the Investment Adviser had made significant commitments to address regulatory compliance requirements
applicable to the Fund and the Investment Adviser.
Investment Performance
The Trustees considered the investment and market performance of the Fund in light of its investment objective and the market conditions for
energy-related securities, including master limited partnerships (MLPs). In this regard, they noted that the Fund had experienced significant losses in recent periods, and particularly since the beginning of the current calendar year.
The Trustees observed that this was attributable to a large degree to unfavorable market conditions for MLP investments and for the broader energy sector caused by the significant decline in energy demand resulting from the COVID-19 pandemic and by global oil production increases. They further considered the inherent risks in employing leverage for investment purposes in such market conditions and observed that a significant part of
the Funds negative performance was attributable to the contractual breakage costs resulted from the termination of the Funds leverage.
The Trustees also considered the investment performance of the Fund. In this regard, they compared the investment performance of the Fund to its
peers using rankings and ratings compiled by the Outside Data Provider as of March 31, 2020. The information on the Funds investment performance was provided for the one-, three-, and five-year
periods ended on March 31, 2020. The Trustees noted that on a NAV total return basis for the one-, three-, and five-year periods ended March 31, 2020, the Fund had placed in the fourth quartile of
its peer group. They also reviewed information regarding the Funds performance, in terms of both market price and NAV as of June 30, 2020, as part of a group of comparable funds identified by the Investment Adviser and compiled using
information provided by an additional third-party data provider. The Trustees observed that through June 30, 2020, the Fund ranked 20th in terms of both market price and NAV total return out
of the 23 funds in the group. The
31
GOLDMAN SACHS MLP AND ENERGY RENAISSANCE FUND
Statement Regarding Basis for Approval of Management Agreement (Unaudited) (continued)
Trustees also compared the Funds performance on a NAV total return basis to the
performance of certain benchmark indices using information provided by a third-party data provider.
Costs of Services Provided and Competitive
Information
The Trustees considered the contractual terms of the Management Agreement and the fee rate payable by the Fund thereunder.
In this regard, the Trustees considered information on the services rendered by the Investment Adviser to the Fund, which included both advisory and administrative services that were directed to the needs and operations of the Fund as a closed-end fund.
In particular, the Trustees reviewed information on the Funds total operating
expense ratio and management fee rate (as a percentage of both managed and net assets), and compared those to similar information for the Peer Group Funds based on analyses prepared by the Outside Data Provider as of March 31, 2020. They noted
that the Investment Adviser had provided a comparison of the Funds management fee with the median fees charged to separate accounts that invest primarily in MLPs and with the fees charged to two open-end
funds that invest primarily in MLPs managed by the Investment Adviser. The Trustees also considered that services provided to the Fund differed in various significant respects from the services provided to the separately managed accounts, which, in
many cases, operated under less stringent regulatory and financial reporting requirements, required fewer services from the investment adviser to a smaller number of client contact points, required less management of vendor relationships, and were
less time-intensive.
The Trustees noted the competitive nature of the fund marketplace, and that many of the Funds shareholders would
be investing in the Fund in part because of the Funds relationship with the Investment Adviser.
Profitability
The Trustees reviewed the Funds contribution to the Investment Advisers revenues and pre-tax
profit margins. In this regard, they noted that they had received, among other things, profitability analyses and summaries, revenue and expense schedules for the Fund and by function (e.g., investment management and distribution and
service), and information on the Investment Advisers expense allocation methodology. The Trustees observed that the profitability and expense figures are substantially similar to those used by the Investment Adviser for many internal purposes,
including compensation decisions among various business groups, and are thus subject to a vigorous internal debate about how certain profits and expenses should be allocated. They also noted that the internal audit group within the Goldman Sachs
organization periodically audits the expense allocation methodology and was satisfied with the reasonableness, consistency, and accuracy of the Investment Advisers expense allocation methodology. Profitability data for the Fund was provided
for 2018 and 2019. The Trustees considered this information in relation to the Investment Advisers overall profitability.
The
Trustees also took into account that the Fund is permitted to use leverage, which increases total assets and thus the amount of fees received by the Investment Adviser under the Management Agreement (because the fees are calculated based on total
managed assets). In this regard, the Trustees took into account that the Investment Adviser has a financial incentive for the Fund to make continuous use of leverage, which may create a conflict of interest between the Investment Adviser, on the one
hand, and the Funds shareholders, on the other. In this regard, the Trustees considered information provided by the Investment Adviser and the presentations by portfolio managers. They noted that while the Fund had traditionally used leverage
to achieve its investment objective, the Fund had terminated its leverage in March 2020 and does not currently employ leverage for investment purposes. The Trustees further noted that the Fund may employ leverage in the future if the Investment
Adviser believes it is favorable for the Fund to do so.
Economies of Scale
The Trustees noted that the Fund does not have management fee breakpoints. They considered the Funds asset levels and information
comparing the contractual management fee rate charged by the Investment Adviser with fee rates charged to the Competitor Funds. The Trustees recognized that if the assets of the Fund increase over time, the Fund and its shareholders could realize
economies of scale as certain Fund expenses become a smaller percentage of overall assets. They further recognized that, because the Fund is a closed-end fund with no current plans to increase its assets
(other than incurring leverage for investment purposes), any other significant growth in its assets would generally occur through appreciation in the value of the Funds investment portfolio and dividend reinvestment, rather than through the
continuous sale of Fund shares.
Other Benefits to the Investment Adviser and Its Affiliates
The Trustees also considered the other benefits derived by the Investment Adviser and its affiliates from their relationships with the Fund,
including: (a) brokerage commissions earned by Goldman Sachs & Co. LLC (Goldman Sachs) for executing securities transactions on behalf of the Fund; (b) research received by the Investment Adviser from broker-dealers in
exchange for
32
GOLDMAN SACHS MLP AND ENERGY RENAISSANCE FUND
Statement Regarding Basis for Approval of Management Agreement (Unaudited)
(continued)
executing certain transactions on behalf of the Fund;
(c) trading efficiencies resulting from aggregation of orders of the Fund with those for other funds or accounts managed by the Investment Adviser; (d) the Investment Advisers ability to leverage the infrastructure designed to
service the Fund on behalf of its other clients; (e) the Investment Advisers ability to cross-market other products and services to Fund shareholders; (f) the Investment Advisers ability to negotiate better pricing with
custodians on behalf of its other clients, as a result of the relationship with the Fund; and (g) the possibility that the working relationship between the Investment Adviser and the Funds third party service providers may cause those
service providers to be more likely to do business with other areas of Goldman Sachs. In the course of considering the foregoing, the Independent Trustees requested and received further information quantifying certain of these fall-out benefits.
Other Benefits to the Fund and Its Shareholders
The Trustees also noted that the Fund receives certain other potential benefits as a result of its relationship with the Investment Adviser,
including: (a) trading efficiencies resulting from aggregation of orders of the Fund with those of other funds or accounts managed by the Investment Adviser; (b) enhanced servicing from vendors due to the volume of business generated by
the Investment Adviser and its affiliates; (c) enhanced servicing from broker-dealers due to the volume of business generated by the Investment Adviser and its affiliates; (d) the Investment Advisers ability to negotiate favorable
terms with derivatives counterparties on behalf of the Fund as a result of the size and reputation of the Goldman Sachs organization; (e) the advantages received from the Investment Advisers knowledge and experience gained from managing
other accounts and products; (f) the Investment Advisers ability to hire and retain qualified personnel to provide services to the Fund because of the reputation of the Goldman Sachs organization; and (g) the Funds access,
through the Investment Adviser, to certain firm-wide resources (e.g., proprietary risk management systems and databases), subject to certain restrictions. The Trustees noted the competitive nature of the
closed-end fund marketplace, and considered that many of the Funds shareholders invested in the Fund in part because of the Funds relationship with the Investment Adviser and that those
shareholders have a general expectation that the relationship will continue.
Conclusion
In connection with their consideration of the Management Agreement, the Trustees gave weight to each of the factors described above, but did not
identify any one particular factor as controlling their decision. After deliberation and consideration of all of the information provided, including the factors described above, the Trustees concluded, in the exercise of their business judgment,
that the management fees paid by the Fund were reasonable in light of the services provided to it by the Investment Adviser, the Investment Advisers costs and the Funds current and reasonably foreseeable asset levels. At the Annual
Meeting, the Trustees unanimously concluded that the Investment Advisers continued management would likely benefit the Fund and its shareholders and that the Management Agreement should be approved and continued with respect to the Fund until
September 30, 2021.
33
GOLDMAN SACHS MLP AND ENERGY RENAISSANCE FUND
Investment Objective and Policies of the Fund (Unaudited)
The Funds investment objective is to seek a high level of total return with an emphasis on current distributions to shareholders. The
Funds investment objective is not fundamental and may be changed without shareholder vote. Shareholders will be provided with at least 60 days prior written notice of any change in the investment objective.
Investment Policies
The Fund seeks a high
level of total return with an emphasis on current distributions to shareholders. There can be no assurance that the Fund will achieve its investment objective or that the Fund investment program will be successful.
Under normal market conditions, the Fund will invest at least 80% of its Managed Assets in MLPs and other energy investments. Managed
Assets means the total assets of the Fund (including any assets attributable to borrowings for investment purposes) minus the sum of the Funds accrued liabilities (other than liabilities representing borrowings for investment purposes).
The Fund may also invest in securities and other instruments issued by income and royalty trusts and other issuers.
The Funds MLP
investments may include, but are not limited to, MLPs structured as LPs or LLCs; MLPs that are organized as LPs or LLCs, but taxed as C corporations; equity securities that represent an indirect interest in an MLP issued by an MLP
affiliate, including I-Units and MLP general partner or managing member interests; C corporations whose predominant assets are interests in MLPs; MLP equity securities, including MLP common units,
MLP subordinated units, MLP convertible subordinated units and MLP preferred units; PIPEs issued by MLPs; MLP debt securities; and other U.S. and non-U.S. equity and fixed income securities and derivative
instruments that provide exposure to the MLP market, including pooled investment vehicles that primarily hold MLP interests and ETNs. The Funds other energy investments may include equity and fixed income securities of U.S. and non-U.S. companies other than MLPs that (i) are classified by a third party as operating within the oil and gas storage, transportation, refining, marketing, drilling, exploration or production sub-industries or (ii) have at least 50% of their assets, income, sales or profits committed to, or derived from, the exploration, development, production, gathering, transportation (including marine),
transmission, terminal operation, processing, storage, refining, distribution, mining or marketing of natural gas, natural gas liquids (including propane), crude oil, refined petroleum products, coal, electricity or other energy sources,
energy-related equipment or services. The Funds MLP and other energy investments may also include companies that engage in owning, managing and transporting alternative energy assets, including alternative fuels such as ethanol, hydrogen and
biodiesel. The Fund may invest in shares of IPOs, secondary market issuances and private transactions (including pre-acquisition and pre-IPO equity issuances and
investments in private companies). The Fund does not intend to invest more than 30% of its Managed Assets in other energy investments.
The
Fund may invest up to 20% of its Managed Assets in U.S. and non-U.S. equity and fixed income securities and derivative instruments that are not MLP or other energy investments. Such issuers may be treated as
corporations for U.S. federal income tax purposes and, therefore, may not offer the tax benefits of MLP investments.
The Fund currently
expects to concentrate its investments in the energy sector, with an emphasis on midstream MLP investments. The Fund will invest in investments across the energy value chain, including upstream, midstream and downstream investments. At various
times, the Fund may be more heavily invested in one segment of the energy value chain over another, and may not always be invested in all three segments, depending on market conditions. Midstream MLP investments include companies that are engaged in
the treatment, gathering, compression, processing, transportation, transmission, fractionation, storage and terminalling of natural gas, natural gas liquids, crude oil, refined products or coal. Midstream MLPs may also operate ancillary businesses
including marketing of energy products and logistical services. Upstream MLP investments include companies that are engaged in the exploration, recovery, development and production of crude oil, natural gas and natural gas liquids. An upstream
MLPs cash flow and distributions are driven by the amount of oil, natural gas, natural gas liquids and crude oil produced and the demand for and price of such commodities. Downstream MLP investments include companies that are primarily engaged
in the processing, treatment, and refining of natural gas liquids and crude oil, marketing and other end-customer distribution activities relating to refined energy sources. The Funds MLP
investments may be of any capitalization size.
MLPs formed as LPs or LLCs are generally treated as partnerships for U.S. federal income tax
purposes. To be treated as a partnership for U.S. federal income tax purposes, an MLP must derive at least 90% of its gross income for each taxable year from qualifying sources, including activities such as the exploration, development, mining,
production, processing, refining, transportation, storage and certain marketing of mineral or natural resources. MLPs are generally publicly traded, are regulated by the SEC and must make public filings like any publicly traded entity. The Fund may
also invest in privately placed securities of publicly traded MLPs.
34
GOLDMAN SACHS MLP AND ENERGY RENAISSANCE FUND
Portfolio Securities and Techniques of the Fund:
Master Limited Partnerships. A MLP is generally an entity receiving partnership taxation treatment under the Code, and whose interests or
units are traded on securities exchanges like shares of corporate stock. A typical MLP consists of a general partner and limited partners; however, some entities receiving partnership taxation treatment under the Code are established as
limited liability companies. The general partner manages the partnership; has an ownership stake in the partnership; and is typically eligible to receive an incentive distribution. The limited partners provide capital to the partnership, have a
limited (if any) role in the operation and management of the partnership, and receive cash distributions. Due to their partnership structure, MLPs generally do not pay income taxes.
Holders of MLP units could potentially become subject to liability for all of the obligations of an MLP, if a court determines that the rights
of the unitholders to take certain action under the limited partnership agreement would constitute control of the business of that MLP, or if a court or governmental agency determines that the MLP is conducting business in a state
without complying with the limited partnership statute of that state.
To be treated as a partnership for U.S. federal income tax purposes,
an MLP must derive at least 90% of its gross income for each taxable year from qualifying sources, including activities such as the exploration, development, mining, production, processing, refining, transportation, storage and certain marketing of
mineral or natural resources. Many of the MLPs in which the Fund may invest operate oil, gas or petroleum facilities, or other facilities within the energy sector.
MLPs Structured as Limited Liability Companies. Some energy companies in which the Fund may invest have been organized as MLP LLCs. Such
MLP LLCs are generally treated in the same manner as MLPs organized as LPs for federal income tax purposes. Consistent with its investment objective and policies, the Fund may invest in common units or other securities of such MLP LLCs. MLP LLC
common units represent an equity ownership interest in an MLP LLC, entitling the holders to a share of the MLP LLCs success through distributions and/or capital appreciation. Similar to MLPs, MLP LLCs typically do not pay federal income tax at
the entity level and are required by their operating agreements to distribute a large percentage of their current operating earnings. MLP LLC common unitholders generally have first right to an MQD prior to distributions to subordinated unitholders
and typically have arrearage rights if the MQD is not met. In the event of liquidation, MLP LLC common unitholders have first right to the MLP LLCs remaining assets after bondholders, other debt holders and preferred unitholders, if any, have
been paid in full. MLP LLC common units typically trade on a national securities exchange or OTC. In contrast to MLPs, MLP LLCs have no general partner and there are generally no incentives that entitle management or other unitholders to increased
percentages of cash distributions as distributions reach higher target levels. In addition, MLP LLC common unitholders typically have voting rights with respect to the MLP LLC, whereas MLP common units have limited voting rights.
MLPs Taxed as C Corporations. Some MLPs are organized as LPs or LLCs but are taxed as C corporations that are
subject to corporate income tax to the extent they recognize taxable income and are subject to U.S. federal income tax on their taxable income at the graduated rates applicable to corporations (currently a maximum rate of 21%) as well as state and
local income taxes. Investments in units of MLPs that are taxed as C corporations may not offer the advantageous tax characteristics of investments in other MLPs.
MLP Affiliates and I-Units. The Fund may invest in equity and debt securities that represent an
indirect interest in an MLP issued by affiliates of the MLP, including the general partners or managing members of MLPs and companies that own MLP general partner interests. Such issuers may be organized and/or taxed as C corporations
and therefore may not offer the advantageous tax characteristics of MLP units. The Fund may purchase such other MLP equity securities through market transactions, but may also do so through direct placements.
I-Units. I-Units represent an indirect ownership
interest in an MLP and are issued by an MLP affiliate. The MLP affiliate uses the proceeds from the sale of I-Units to purchase limited partnership interests in its affiliated MLP. Thus, I-Units represent an indirect interest in an MLP. I-Units have limited voting rights and are similar in that respect to MLP common units.
I-Units differ from MLP common units primarily in that instead of receiving cash distributions, holders of I-Units will receive distributions of additional I-Units in an amount equal to the cash distributions received by common unit holders. I-Units are typically traded on the NYSE. Issuers of MLP
I-Units are treated as corporations and not partnerships for tax purposes.
MLP General Partner
or Managing Member Interests. The general partner or managing member interest in an MLP is typically retained by the original sponsors of an MLP, such as its founders, corporate partners and entities that sell assets to the MLP. The holder
of the general partner or managing member interest can be liable in certain circumstances for amounts greater than the amount of the holders investment in the general partner or managing member. MLPs have liabilities, such as litigation,
environmental liability, and regulatory proceedings related to their business operations or transactions. To the extent that actual outcomes differ from managements estimates, earnings would be affected. If recorded liabilities are not
adequate, earnings would
35
GOLDMAN SACHS MLP AND ENERGY RENAISSANCE FUND
be reduced. To the extent that an MLP incurs liability for which there was an inadequate offsetting liability recorded, or if reserves or insurance are not
available to satisfy an MLPs liabilities, the MLPs general partner would be liable for those amounts, which could be in excess of its investment in the MLP. However, MLP general partners typically are structured as limited partnerships
or limited liability companies in order to limit their liability to the creditors of the MLP to the amount of capital the general partner has invested in the MLP. The Fund may also invest in MLP general partner interests that are structured as
corporations.
General partner or managing member interests often confer direct board participation rights in, and in many cases control
over the operations of, the MLP. General partner or managing member interests can be privately held or owned by publicly traded entities. General partner or managing member interests receive cash distributions, typically in an amount of up to 2% of
available cash, which is contractually defined in the partnership or limited liability company agreement. In addition, holders of general partner or managing member interests typically receive IDRs, which provide them with an increasing share of the
entitys aggregate cash distributions upon the payment of per common unit distributions that exceed specified threshold levels above the MQD. Incentive distributions to a general partner are designed to encourage the general partner, which
controls and operates the partnership, to maximize the partnerships cash flow and increase distributions to the limited partners. Due to the IDRs, general partners of MLPs have higher distribution growth prospects than their underlying MLPs,
but quarterly incentive distribution payments would also decline at a greater rate than the decline rate in quarterly distributions to common and subordinated unit holders in the event of a reduction in the MLPs quarterly distribution. The
ability of the limited partners or members to remove the general partner or managing member without cause is typically very limited. In addition, some MLPs permit the holder of IDRs to reset, under specified circumstances, the incentive distribution
levels and receive compensation in exchange for the distribution rights given up in the reset.
MLP Equity Securities. Equity
securities issued by MLPs generally consist of common units, subordinated units and preferred units, as described more fully below.
MLP
Common Units. The common units of many MLPs are listed and traded on U.S. securities exchanges, including the NYSE and the National Association of Securities Dealers Automated Quotations System (NASDAQ). The Fund will
purchase such common units through open market transactions and underwritten offerings, but may also acquire common units through direct placements and privately negotiated transactions or PIPEs. Holders of MLP common units typically have very
limited control and voting rights. Holders of such common units are typically entitled to receive a MQD from the issuer, and typically have a right, to the extent that an MLP fails to make a previous MQD, to recover in future distributions the
amount by which the MQD was short (arrearage rights). Generally, an MLP must pay (or set aside for payment) the MQD to holders of common units before any distributions may be paid to subordinated unit holders. In addition, incentive
distributions are typically not paid to the general partner or managing member unless the quarterly distributions on the common units exceed specified threshold levels above the MQD. In the event of a liquidation, common unit holders are intended to
have a preference with respect to the remaining assets of the issuer over holders of subordinated units. MLPs issue different classes of common units that may have different voting, trading, and distribution rights. The Fund may invest in different
classes of common units.
MLP Subordinated Units. Subordinated units, which, like common units, represent limited partner or
member interests, are not typically listed or traded on an exchange. The Fund may purchase outstanding subordinated units through negotiated transactions directly with holders of such units or newly issued subordinated units directly from the
issuer. Holders of such subordinated units are generally entitled to receive a distribution only after the MQD and any arrearages from prior quarters have been paid to holders of common units. Holders of subordinated units typically have the right
to receive distributions before any incentive distributions are payable to the general partner or managing member. Subordinated units generally do not provide arrearage rights. Most MLP subordinated units are convertible into common units after the
passage of a specified period of time or upon the achievement by the issuer of specified financial goals. MLPs issue different classes of subordinated units that may have different voting, trading, and distribution rights. The Fund may invest in
different classes of subordinated units.
MLP Convertible Subordinated Units. MLP convertible subordinated units are typically
issued by MLPs to founders, corporate general partners of MLPs, entities that sell assets to MLPs, and institutional investors. Convertible subordinated units increase the likelihood that, during the subordination period, there will be available
cash to be distributed to common unitholders. MLP convertible subordinated units generally are not entitled to distributions until holders of common units have received their specified MQD, plus any arrearages, and may receive less than common
unitholders in distributions upon liquidation. Convertible subordinated unitholders generally are entitled to MQD prior to the payment of incentive distributions to the general partner, but are not entitled to arrearage rights. Therefore, MLP
convertible subordinated units generally entail greater risk than MLP common units. Convertible subordinated units are generally convertible automatically into senior common units of the same issuer at a one-to-one ratio upon the passage of time or the satisfaction of certain financial tests. Convertible subordinated units do not trade on a national exchange or OTC, and there is no active market for them. The
value of a convertible subordinated unit is a function of its worth if
36
GOLDMAN SACHS MLP AND ENERGY RENAISSANCE FUND
converted into the underlying common units. Convertible subordinated units generally have
similar voting rights as do MLP common units. Distributions may be paid in cash or in-kind.
MLP
Preferred Units. MLP preferred units are not typically listed or traded on an exchange. The Fund may purchase MLP preferred units through negotiated transactions directly with MLPs, affiliates of MLPs and institutional holders of such
units. Holders of MLP preferred units can be entitled to a wide range of voting and other rights, depending on the structure of each separate security. In most cases, holders of preferred units are entitled to receive distributions before
distributions are made to common unitholders that are either equal to the MQD, or set at a fixed rate that is above the MLPs current distribution. Preferred units are senior in the capital structure to common units, but are subordinate to debt
holders.
C Corporations with Predominant Assets in MLP Interests. C corporations whose predominant assets
are interests in MLPs must pay entity-level corporate taxes, and their shareholders are also subject to taxes on any dividends received. Investors in such C corporations have voting rights while, by contrast, unitholders of MLPs are
limited partners and have no role in the organizations operations or management.
PIPEs. The Investment Adviser may
elect to invest in PIPEs and other unregistered or otherwise restricted securities issued by public MLPs and similar entities, including unregistered MLP preferred units. The Investment Adviser expects most such private securities to be liquid
within six to nine months of funding, but may also invest in other private securities with significantly longer or shorter restricted periods. PIPEs involve the direct placement of equity securities to a purchaser such as the Fund. Equity issued in
this manner is often unregistered and therefore less liquid than equity issued through a public offering. Such private equity offerings provide issuers greater flexibility in structure and timing as compared to public offerings. The following
highlights some of the reasons MLPs choose to issue equity through private placements:
Effective Acquisition Funding
Vehicle. MLPs typically distribute all of their available cash at the end of each quarter, and therefore generally finance acquisitions through the issuance of additional equity and debt securities. PIPEs allow MLPs to structure the equity
funding to close concurrently with an acquisition, thereby eliminating or reducing the equity funding risk. This avoids equity overhang issues (discussed below) and can ease rating agency concerns over interim excessive leverage associated with an
acquisition.
Eliminates or Reduces Equity Overhang Issues. Generally an MLPs unit price declines when investors know the
MLP will be issuing public equity in the near term. An example of this is when an MLP closes a sizeable acquisition funded under its credit facility or with another form of debt financing. In this situation, equity investors will typically wait for
the public offering to provide additional liquidity, and therefore the demand for units is reduced, and the unit price falls. Issuing units through a PIPE in conjunction with the acquisition eliminates this equity overhang.
Broadens Investor Base. Public equity offerings for MLPs are typically allocated primarily to retail investors. Private placements
allow issuers to access new pools of equity capital. In addition, institutional investors, such as the Fund, that participate in PIPEs are potential investors for future equity financings.
Greater Structural Flexibility. Certain acquisitions and organic development projects require a more structured form of equity. For
example, organic projects that require significant capital expenditures that do not generate near-term cash flow may require a class of equity that does not pay a distribution for a certain period. The public equity market is generally not an
efficient venue to raise this type of specialized equity. Given the significant number of organic projects that have been announced by MLPs, the private placement of PIPEs are believed by the Investment Adviser to be likely to remain an important
funding component in the MLP sector.
Avoided Cost and Uncertainty of Public Equity Issuance. Some issuers prefer the certainty
of a private placement at a specified fixed discount, compared to the uncertainty of a public offering. The underwriting costs of a public equity issuance in the MLP space can significantly reduce gross equity proceeds, and the unit price of the
issuance can decline during the marketing of a public deal, resulting in increased cost to an issuer. The cost of a PIPE can be competitive with that of a public issuance while providing greater certainty of funding.
More Expedient Process with Limited Marketing Requirements. Unlike public equity offerings, private placements are typically more
time efficient for management teams, with negotiations, due diligence and marketing required only for a small targeted group of sophisticated institutional investors.
Monetizations. Financial sponsors, founding partners and/or parent companies typically own significant stakes in MLPs in the form of
subordinated units. As these units are not registered, monetization alternatives are limited. PIPEs provide liquidity in these situations.
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GOLDMAN SACHS MLP AND ENERGY RENAISSANCE FUND
Many MLPs rely on the private placement market as a source of equity capital. Given the limitations in raising equity from a predominantly
retail investor base and the tax and administrative constraints to significant institutional participation, PIPEs have been a popular financing alternative with many MLPs.
MLP Debt Securities. Debt securities issued by MLPs may include those rated below investment grade (that is, rated Ba or lower by
Moodys, BB+ or lower by S&P or comparably rated by another NRSRO, or, if unrated, determined by the Investment Adviser to be of comparable credit quality). These securities are commonly called high yield or
junk bonds. The Fund may invest up to 20% of its Managed Assets in below investment grade debt securities. The Fund may invest in MLP debt securities without regard to credit quality or maturity. Investments in such securities may not
offer the tax characteristics of equity securities of MLPs.
Non-MLP Equity Securities. The
Fund may invest in equity securities, including common or ordinary stocks, ADRs, GGDRs, EDRs, preferred stock, convertible securities, investment companies (including other mutual funds or ETFs), and rights and warrants.
Non-MLP Debt Securities. The Fund may invest in debt securities of other issuers, including debt
securities rated below investment grade (that is, rated Ba or lower by Moodys, BB+ or lower by S&P or comparably rated by another NRSRO, or, if unrated, determined by the Investment Adviser to be of comparable credit quality). These
securities are commonly called high yield or junk bonds. The Fund may invest in debt securities without regard for their maturity.
Derivatives. Generally, derivatives are financial contracts whose value depends upon, or is derived from, the value of an underlying
asset, reference rate or index, and may relate to individual debt or equity instruments, interest rates, currencies or currency exchange rates and related indexes. The Fund may invest up to 25% of its Managed Assets in derivative instruments
including without limitation, options, futures, options on futures, forwards, swaps, options on swaps, structured securities and other derivatives for both hedging and nonhedging purposes (that is, to seek to increase total return), although
suitable derivative instruments may not always be available to the Investment Adviser for these purposes for investment. To the extent that the security or index underlying the derivative or synthetic instrument is or is composed of MLP investments,
the Fund will include such derivative and synthetic instruments for the purposes of the Funds 80% policy.
Greenfield Projects.
Greenfield projects are energy-related projects built by private joint ventures formed by energy companies. Greenfield projects may include the creation of a new pipeline, processing plant or storage facility or other energy infrastructure asset
that is integrated with the companys existing assets. The Fund may invest in the equity of greenfield projects and also may invest in the secured debt of greenfield projects. However, an investment also may be structured as pay-in-kind securities with minimal or no cash interest or dividends until construction is completed, at which time interest payments or dividends would be paid in cash. The
Investment Adviser believes that this niche leverages the organizational and operating expertise of large, publicly traded companies and provides the Fund with the opportunity to earn higher returns. Greenfield projects involve less investment risk
than typical private equity financing arrangements. The primary risk involved with greenfield projects is execution risk or construction risk. Changing project requirements, elevated costs for labor and materials, and unexpected construction hurdles
all can increase construction costs. Financing risk exists should changes in construction costs or financial markets occur. Regulatory risk exists should changes in regulation occur during construction or the necessary permits are not secured prior
to beginning construction.
Income Trusts. The Fund may invest in income trusts, including business trusts and royalty trusts. Income
trusts are operating businesses that have been put into a trust. They pay out the bulk of their free cash flow to unit holders. The businesses that are sold into these trusts are usually mature and stable income-producing companies that lend
themselves to fixed (monthly or quarterly) distributions. These trusts are regarded as equity investments with fixed-income attributes or high-yield debt with no fixed maturity date. These trusts typically offer regular income payments and a
significant premium yield compared to other types of fixed income investments.
Business Trusts. A business trust is an income
trust where the principal business of the underlying corporation or other entity is in the manufacturing, service or general industrial sectors. It is anticipated that the number of businesses constituted or reorganized as income trusts will
increase significantly in the future. Conversion to the income trust structure is attractive to many existing mature businesses with relatively high, stable cash flows and low capital expenditure requirements, due to tax efficiency and investor
demand for high-yielding equity securities. One of the primary attractions of business trusts, in addition to their relatively high yield, is their ability to enhance diversification in the portfolio as they cover a broad range of industries and
geographies, including public refrigerated warehousing, mining, coal distribution, sugar distribution, forest products, retail sales, food sales and processing, chemical recovery and processing, data processing, gas marketing and check printing.
Each business represented is typically characterized by long life assets or businesses that have exhibited a high degree of stability. Investments in business trusts are
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GOLDMAN SACHS MLP AND ENERGY RENAISSANCE FUND
subject to various risks, including risks related to the underlying operating companies
controlled by such trusts. These risks may include lack of or limited operating histories and increased susceptibility to interest rate risks.
Royalty Trusts. A royalty trust typically controls an operating company which purchases oil and gas properties using the
trusts capital. The royalty trust then receives royalties and/or interest payments from its operating company, and distributes them as income to its unit holders. Units of the royalty trust represent an economic interest in the underlying
assets of the trust. The Fund may invest in royalty trusts that are traded on stock exchanges. Royalty trusts are income trusts that own or control oil and gas operating companies. Royalty trusts pay out substantially all of the cash flow they
receive from the production and sale of underlying crude oil and natural gas reserves to shareholders (unitholders) in the form of monthly dividends (distributions). As a result of distributing the bulk of their cash flow to unitholders, royalty
trusts are effectively precluded from internally originating new oil and gas prospects. Therefore, these royalty trusts typically grow through acquisition of producing companies or those with proven reserves of oil and gas, funded through the
issuance of additional equity or, where the trust is able, additional debt. Consequently, royalty trusts are considered less exposed to the uncertainties faced by a traditional exploration and production corporation. However, they are still exposed
to commodity risk and reserve risk, as well as operating risk.
The operations and financial condition of royalty trusts, and the amount of
distributions or dividends paid on their securities is dependent on oil and gas prices. Prices for commodities vary and are determined by supply and demand factors, including weather, and general economic and political conditions. A decline in oil
or gas prices could have a substantial adverse effect on the operations and financial conditions of the trusts. Such trusts are also subject to the risk of an adverse change in the regulations of the natural resource industry and other operational
risks relating to the energy sector. In addition, the underlying operating companies held or controlled by the trusts are usually involved in oil exploration; however, such companies may not be successful in holding, discovering, or exploiting
adequate commercial quantities of oil, the failure of which will adversely affect their values. Even if successful, oil and gas prices have fluctuated widely during the most recent years and may continue to do so in the future. The Investment
Adviser expects that the combination of global demand growth and depleting reserves, together with current geopolitical instability, will continue to support strong crude oil prices over the long term. However, recently, gas prices have been
declining. Declining crude oil prices may cause the Fund to incur losses on its investments in royalty trusts. In addition, the demand in and supply to the developing markets could be affected by other factors such as restrictions on imports,
increased taxation, and creation of government monopolies, as well as social, economic and political uncertainty and instability. Furthermore, there is no guarantee that non-conventional sources of natural gas
will not be discovered which would adversely affect the oil industry.
Moreover, as the underlying oil and gas reserves are produced the
remaining reserves attributable to the royalty trust are depleted. The ability of a royalty trust to replace reserves is therefore fundamental to its ability to maintain distribution levels and unit prices over time. Certain royalty trusts have
demonstrated consistent positive reserve growth year-over-year and, as such, certain royalty trusts have been successful to date in this respect and are thus currently trading at unit prices significantly higher than those of five or ten years ago.
Royalty trusts manage reserve depletion through reserve additions resulting from internal capital development activities and through acquisitions. When the Fund invests in foreign royalty trusts, it will also be subject to foreign securities risks.
Convertible Securities. The Fund may invest in convertible securities. Convertible securities are preferred stock or debt
obligations that are convertible into common stock or other securities. Convertible securities generally offer lower interest or dividend yields than non-convertible securities of similar quality. Convertible
securities in which the Fund invests are subject to the same rating criteria as its other investments in fixed income securities. Convertible securities have both equity and fixed income risk characteristics. Like all fixed income securities, the
value of convertible securities is susceptible to the risk of market losses attributable to changes in interest rates. Generally, the market value of convertible securities tends to decline as interest rates increase and, conversely, to increase as
interest rates decline. However, when the market price of the common stock or other security underlying a convertible security exceeds the conversion price of the convertible security, the convertible security tends to reflect the market price of
the underlying common stock or other security. As the market price of the underlying common stock or other security declines, the convertible security, like a fixed income security, tends to trade increasingly on a yield basis, and thus may not
decline in price to the same extent as the underlying common stock or other security.
Structured Securities. The Fund may invest in
structured securities. Structured securities are securities whose value is determined by reference to changes in the value of specific currencies, securities, interest rates, commodities, indices or other financial indicators (the
Reference) or the relative change in two or more References. Investments in structured securities may provide exposure to certain securities or markets in situations where regulatory or other restrictions prevent direct investments in
such issuers or markets.
The interest rate or the principal amount payable upon maturity or redemption may be increased or decreased
depending upon changes in the applicable Reference. Structured securities may be positively or negatively indexed, so that appreciation of the
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GOLDMAN SACHS MLP AND ENERGY RENAISSANCE FUND
Reference may produce an increase or decrease in the interest rate or value of the security at maturity. In addition, changes in the interest rates or the value
of the security at maturity may be a multiple of changes in the value of the Reference, effectively leveraging the Funds investment so that small changes in the value of the Reference may result in disproportionate gains or losses to the Fund.
Consequently, structured securities may present a greater degree of market risk than many types of securities and may be more volatile, less liquid and more difficult to price accurately than less complex securities. Structured securities are also
subject to the risk that the issuer of the structured securities may fail to perform its contractual obligations. Certain issuers of structured products may be deemed to be investment companies as defined in the 1940 Act. As a result, the
Funds investments in structured securities may be subject to the limits applicable to investments in other investment companies.
Structured securities include, but are not limited to, equity linked notes. An equity linked note is a note whose performance is tied to a
single stock, a stock index or a basket of stocks. Equity linked notes combine the principal protection normally associated with fixed income investments with the potential for capital appreciation normally associated with equity investments. Upon
the maturity of the note, the holder generally receives a return of principal based on the capital appreciation of the linked securities. Depending on the terms of the note, equity linked notes may also have a cap or floor on
the maximum principal amount to be repaid to holders, irrespective of the performance of the underlying linked securities. For example, a note may guarantee the repayment of the original principal amount invested (even if the underlying linked
securities have negative performance during the notes term), but may cap the maximum payment at maturity at a certain percentage of the issuance price or the return of the underlying linked securities. Alternatively, the note may not guarantee
a full return on the original principal, but may offer a greater participation in any capital appreciation of the underlying linked securities. The terms of an equity linked note may also provide for periodic interest payments to holders at either a
fixed or floating rate. The secondary market for equity linked notes may be limited, and the lack of liquidity in the secondary market may make these securities difficult to dispose of and to value. Equity linked notes will be considered equity
securities for purposes of the Funds investment objective and policies.
Foreign Securities. The Fund may invest up to 20% of
its Managed Assets in securities of foreign issuers, including securities quoted or denominated in a currency other than U.S. dollars. Investments in foreign securities may offer potential benefits not available from investments solely in U.S.
dollar-denominated or quoted securities of domestic issuers. Such benefits may include the opportunity to invest in foreign issuers that appear, in the opinion of the Investment Adviser, to offer the potential for better long term growth of capital
and income than investments in U.S. securities, the opportunity to invest in foreign countries with economic policies or business cycles different from those of the United States and the opportunity to reduce fluctuations in portfolio value by
taking advantage of foreign securities markets that do not necessarily move in a manner parallel to U.S. markets. Investing in the securities of foreign issuers also involves, however, certain special risks, which are not typically associated with
investing in U.S. dollar-denominated securities or quoted securities of U.S. issuers. Many of these risks are more pronounced for investments in emerging economies.
With respect to investments in certain foreign countries, there exist certain economic, political and social risks, including the risk of
adverse political developments, nationalization, military unrest, social instability, war and terrorism, confiscation without fair compensation, expropriation or confiscatory taxation, limitations on the movement of funds and other assets between
different countries, or diplomatic developments, any of which could adversely affect the Funds investments in those countries. Governments in certain foreign countries continue to participate to a significant degree, through ownership interest
or regulation, in their respective economies. Action by these governments could have a significant effect on market prices of securities and dividend payments.
Many countries throughout the world are dependent on a healthy U.S. economy and are adversely affected when the U.S. economy weakens or its
markets decline. Additionally, many foreign country economies are heavily dependent on international trade and are adversely affected by protective trade barriers and economic conditions of their trading partners. Protectionist trade legislation
enacted by those trading partners could have a significant adverse effect on the securities markets of those countries. Individual foreign economies may differ favorably or unfavorably from the U.S. economy in such respects as growth of gross
national product, rate of inflation, capital reinvestment, resource self-sufficiency and balance of payments position.
Investments in
foreign securities often involve currencies of foreign countries. Accordingly, the Fund may be affected favorably or unfavorably by changes in currency rates and in exchange control regulations and may incur costs in connection with conversions
between various currencies. The Fund may be subject to currency exposure independent of its securities positions. To the extent that the Fund is invested in foreign securities while also maintaining net currency positions, it may be exposed to
greater combined risk. Currency exchange rates may fluctuate significantly over short periods of time. They generally are determined by the forces of supply and demand in the foreign exchange markets and the relative merits of investments in
different countries, actual or anticipated changes in interest rates and other complex factors, as seen from an international perspective. Currency exchange rates
40
GOLDMAN SACHS MLP AND ENERGY RENAISSANCE FUND
also can be affected unpredictably by intervention (or the failure to intervene) by U.S.
or foreign governments or central banks or by currency controls or political developments in the United States or abroad.
Because foreign
issuers generally are not subject to uniform accounting, auditing and financial reporting standards, practices and requirements comparable to those applicable to U.S. companies, there may be less publicly available information about a foreign
company than about a U.S. company. Volume and liquidity in most foreign securities markets are less than in the United States and securities of many foreign companies are less liquid and more volatile than securities of comparable U.S. companies.
The securities of foreign issuers may be listed on foreign securities exchanges or traded in foreign OTC markets. Fixed commissions on foreign securities exchanges are generally higher than negotiated commissions on U.S. exchanges, although the Fund
endeavors to achieve the most favorable net results on its portfolio transactions. There is generally less government supervision and regulation of foreign securities exchanges, brokers, dealers and listed and unlisted companies than in the United
States, and the legal remedies for investors may be more limited than the remedies available in the United States. For example, there may be no comparable provisions under certain foreign laws to insider trading and similar investor protections that
apply with respect to securities transactions consummated in the United States.
Foreign markets also have different clearance and
settlement procedures, and in certain markets there have been times when settlements have been unable to keep pace with the volume of securities transactions, making it difficult to conduct such transactions. Such delays in settlement could result
in temporary periods when some of the Funds assets are uninvested and no return is earned on such assets. The inability of the Fund to make intended security purchases due to settlement problems could cause the Fund to miss attractive
investment opportunities. Inability to dispose of portfolio securities due to settlement problems could result either in losses to the Fund due to subsequent declines in value of the portfolio securities or, if the Fund has entered into a contract
to sell the securities, in possible liability to the purchaser.
The Fund may invest in foreign securities which take the form of sponsored
and unsponsored ADRs, GDRs, EDRs or other similar instruments representing securities of foreign issuers (together, Depositary Receipts). ADRs represent the right to receive securities of foreign issuers deposited in a domestic bank or a
correspondent bank. ADRs are traded on domestic exchanges or in the U.S. OTC market and, generally, are in registered form. EDRs and GDRs are receipts evidencing an arrangement with a non-U.S. bank similar to
that for ADRs and are designed for use in the non-U.S. securities markets. EDRs and GDRs are not necessarily quoted in the same currency as the underlying security. To the extent the Fund acquires Depositary
Receipts through banks which do not have a contractual relationship with the foreign issuer of the security underlying the Depositary Receipts to issue and service such unsponsored Depositary Receipts, there is an increased possibility that the Fund
will not become aware of and be able to respond to corporate actions such as stock splits or rights offerings involving the foreign issuer in a timely manner. In addition, the lack of information may result in inefficiencies in the valuation of such
instruments. Investment in Depositary Receipts does not eliminate all the risks inherent in investing in securities of non-U.S. issuers. The market value of Depositary Receipts is dependent upon the market
value of the underlying securities and fluctuations in the relative value of the currencies in which the Depositary Receipts and the underlying securities are quoted. However, by investing in Depositary Receipts, such as ADRs, which are quoted in
U.S. dollars, the Fund may avoid currency risks during the settlement period for purchases and sales.
The Fund may invest in countries with
emerging economies or securities markets. Political and economic structures in many of such countries may be undergoing significant evolution and rapid development, and such countries may lack the social, political and economic stability
characteristic of more developed countries. Certain of such countries have in the past failed to recognize private property rights and have at times nationalized or expropriated the assets of private companies. As a result, the risks described
above, including the risks of nationalization or expropriation of assets, may be heightened.
Private Company Investments. The Fund
may invest a portion of its assets in investments in a limited number of private company investments that the Fund may need to hold for several years. The Fund may invest in equity securities or debt securities, including debt securities issued with
warrants to purchase equity securities or that are convertible into equity securities, of private companies. The Funds private company investments may include investments in entities formed to own and operate particular energy infrastructure
assets.
Pre-IPO Investments. The Fund may invest a portion of its assets in shares of
companies that it believes are likely to issue securities in IPOs. Although there is a potential the pre-IPO securities that the Fund buys may increase in value if the company does issue securities in an IPO,
IPOs are risky and volatile and may cause the value of the Funds investments to decrease significantly. Also, because securities of pre-IPO companies are generally not freely or publicly tradeable, the
Fund may not have access to purchase securities in these companies in the amounts or at the prices the Fund desires. Securities issued by these privately-held companies have no trading history, and information about such companies may be available
for very limited periods. The companies that the Fund anticipates holding successful IPOs may not ever issues shares in an IPO and a liquid market for their securities may
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GOLDMAN SACHS MLP AND ENERGY RENAISSANCE FUND
never develop, which may negatively affect the price at which the Fund can sell any such securities and make it more difficult to sell such securities, which
could also adversely affect the Funds liquidity.
Initial Public Offerings. The Fund may invest a portion of its assets in
shares of IPOs, if consistent with the Funds investment objective and policies. IPOs may have a magnified impact on the performance of a fund with a small asset base. The impact of IPOs on a funds performance likely will decrease as such
funds asset size increases, which could reduce such funds returns. IPOs may not be consistently available to the Fund for investing. IPO shares frequently are volatile in price due to the absence of a prior public market, the small
number of shares available for trading and limited information about the issuer. Therefore, the Fund may hold IPO shares for a very short period of time. This may increase turnover and may lead to increased expenses, such as commissions and
transaction costs all of which will be borne indirectly by the common shareholder. In addition, IPO shares can experience an immediate drop in value if the demand for the securities does not continue to support the offering price.
Options on Securities and Securities Indices. A put option gives the purchaser of the option the right to sell, and the writer (seller)
of the option the obligation to buy, the underlying instrument during the option period. A call option gives the purchaser of the option the right to buy, and the writer (seller) of the option the obligation to sell, the underlying instrument during
the option period. The Fund may write (sell) covered call and put options and purchase put and call options on any securities in which the Fund may invest or on any securities index consisting of securities in which it may invest.
The writing and purchase of options is a highly specialized activity which involves special investment risks. Options may be used for either
hedging or cross-hedging purposes, or to seek to increase total return (which presents additional risk). The successful use of options depends in part on the ability of the Investment Adviser to anticipate future price fluctuations and the degree of
correlation between the options and securities markets. If the Investment Adviser is incorrect in its expectation of changes in market prices or determination of the correlation between the instruments or indices on which options are written and
purchased and the instruments in the Funds investment portfolio, the Fund may incur losses that it would not otherwise incur. The use of options can also increase the Funds transaction costs. Options written or purchased by the Fund may
be traded on either U.S. or foreign exchanges or OTC. Foreign and OTC options will present greater possibility of loss because of their greater illiquidity and credit risks.
In lieu of entering into protective put transactions, the Fund may engage in barrier options transactions as an alternative means to
offset or hedge against a decline in the market value of the Funds securities. Barrier options are similar to standard options except that they become activated or are extinguished when the underlying asset reaches a predetermined level or
barrier. Down and out barrier options are canceled or knocked out if the underlying asset falls to a pre-determined level. Down and in barrier options are activated or
knocked in if the underlying asset falls to a pre-determined level. Up and out barrier options are extinguished or knocked out if the underlying asset rises to a
predetermined level. Up and in barrier options are activated or knocked in if the underlying asset rises to a predetermined level. If the Investment Adviser sets too high or too low a barrier, and the option is either
extinguished or knocked out or the options are never activated or knocked in, the benefits to the Fund of using a barrier option strategy may be limited and the costs associated with a barrier option strategy could be
detrimental to the Funds performance. When writing an option, the Fund must set aside liquid assets, or engage in other appropriate measures to cover its obligation under the option contract.
Futures Contracts and Options and Swaps on Futures Contracts. Futures contracts are standardized, exchange-traded contracts that provide
for the sale or purchase of a specified financial instrument or currency at a future time at a specified price. An option on a futures contract gives the purchaser the right (and the writer of the option the obligation) to assume a position in a
futures contract at a specified exercise price within a specified period of time. A swap on a futures contract provides an investor with the ability to gain economic exposure to a particular futures market; however, unlike a futures contract that is
exchange-traded, a swap on a futures contract is an OTC transaction. A futures contract may be based on particular securities, foreign currencies, securities indices and other financial instruments and indices. The Fund may engage in futures
transactions on both U.S. and foreign exchanges.
The Fund may purchase and sell futures contracts, purchase and write call and put options
on futures contracts and enter into swaps on futures contracts, in order to seek to increase total return or to hedge against changes in interest rates, securities prices or currency exchange rates, or to otherwise manage its term structure, sector
selections and duration in accordance with its investment objective and policies. The Fund may also enter into closing purchase and sale transactions with respect to such contracts and options. The Investment Adviser has claimed an exclusion with
respect to the Fund from the definition of the term commodity pool operator under the CEA and, therefore, is not currently subject to registration or regulation as a pool operator under that CEA with respect to the Fund.
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GOLDMAN SACHS MLP AND ENERGY RENAISSANCE FUND
Futures contracts and related options and swaps present the following
risks:
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While the Fund may benefit from the use of futures and options and swaps on futures, unanticipated changes in
interest rates, securities prices or currency exchange rates may result in poorer overall performance than if the Fund had not entered into any futures contracts, options transactions or swaps.
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Because perfect correlation between a futures position and a portfolio position that is intended to be protected
is impossible to achieve, the desired protection may not be obtained and the Fund may be exposed to additional risk of loss.
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The loss incurred by the Fund in entering into futures contracts and in writing call options and entering into
swaps on futures is potentially unlimited and may exceed the amount of the premium received.
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Futures markets are highly volatile and the use of futures may increase the volatility of the Funds NAV.
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As a result of the low margin deposits normally required in futures trading, a relatively small price movement in
a futures contract may result in substantial losses to the Fund.
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Futures contracts and options and swaps on futures may be illiquid, and exchanges may limit fluctuations in
futures contract prices during a single day.
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Foreign exchanges may not provide the same protection as U.S. exchanges.
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Forward Contracts
Forward contracts involve
the purchase or sale of a specific quantity of a commodity, government security, foreign currency, or other financial instrument at the current or spot price, with delivery and settlement at a specified future date.
Because it is a completed contract, a purchase forward contract can be a cover for the sale of a futures contract. The Fund may enter into
forward contracts for hedging purposes and non-hedging purposes (i.e., to increase returns). Forward contracts may be used by the Fund for hedging purposes to protect against uncertainty in the
level of future foreign currency exchange rates, such as when the Fund anticipates purchasing or selling a foreign security. For example, this technique would allow the Fund to lock in the U.S. dollar price of the security. Forward
contracts may also be used to attempt to protect the value of the Funds existing holdings of foreign securities. There may be, however, an imperfect correlation between the Funds foreign securities holdings and the forward contracts
entered into with respect to those holdings. Forward contracts may also be used for nonhedging purposes to pursue the Funds investment objective, such as when the Funds Investment Adviser anticipates that particular foreign currencies
will appreciate or depreciate in value, even though securities denominated in those currencies are not then held in the Funds portfolio. There is no requirement that the Fund hedge all or any portion of its exposure to foreign currency risks.
Forward contracts and options thereon, unlike futures contracts, are not traded on exchanges and are not standardized; rather, banks and
dealers act as principals in these markets, negotiating each transaction on an individual basis. Forward and cash trading is substantially unregulated; there is no limitation on daily price movements and speculative position limits are
not applicable. The principals who deal in the forward markets are not required to continue to make markets in the currencies or commodities they trade and these markets can experience periods of illiquidity, sometimes of significant duration. There
have been periods during which certain participants in these markets have refused to quote prices for certain currencies or commodities or have quoted prices with an unusually wide spread between the price at which they were prepared to buy and that
at which they were prepared to sell. Disruptions can occur in any market traded by the Investment Adviser due to unusually high trading volume, political intervention or other factors. Arrangements to trade forward contracts may be made with only
one or a few counterparties, and liquidity problems therefore might be greater than if such arrangements were made with numerous counterparties. The imposition of controls by governmental authorities might also limit such forward (and futures)
trading to less than that which the Investment Adviser would otherwise recommend, to the possible detriment of the Fund. Market illiquidity or disruption could result in major losses to the Fund. In addition, the Fund will be exposed to credit risks
with regard to counterparties with which it trades as well as risks relating to settlement default. Such risks could result in substantial losses to the Fund.
Equity Swaps and Index Swaps
The Fund may
invest in equity swaps and index swaps. Equity swaps allow the parties to a swap agreement to exchange the dividend income or other components of return on an equity investment (for example, a group of equity securities or an index) for another
payment stream. An equity swap may be used by the Fund to invest in a market without owning or taking physical custody of securities in circumstances in which direct investment may be restricted for legal reasons or is otherwise deemed impractical
or disadvantageous. Index swaps allow the Fund to receive one or more payments based off of the return, performance or volatility of an index or of certain securities which comprise the index.
43
GOLDMAN SACHS MLP AND ENERGY RENAISSANCE FUND
The value of swaps can be very volatile. To the extent that the Investment Adviser does not accurately analyze and predict the potential
relative fluctuation of the components swapped with another party, or the creditworthiness of the counterparty, the Fund may suffer a loss, which may be substantial. The value of some components of a swap (such as the dividends on a common stock)
may also be sensitive to changes in interest rates. Furthermore, swaps may be illiquid, and the Fund may be unable to terminate its obligations when desired.
Currently, certain standardized swap transactions are subject to mandatory central clearing. Although central clearing is expected to decrease
counterparty risk and increase liquidity compared to bilaterally negotiated swaps, central clearing does not eliminate counterparty risk or illiquidity risk entirely.
In the case of swaps that do not cash settle, for example, the Fund must set aside liquid assets equal to the full notional amount of the swaps
while the positions are open. With respect to swaps that are required to cash settle, however, the Fund may set aside liquid assets in an amount equal to the Funds daily
marked-to-market net obligations (i.e. the Funds daily net liability) under the swaps, if any, rather than their full notional amount. The Fund
reserves the right to modify its asset segregation policies in the future in its discretion. By setting aside assets equal to only its net obligations under cash settled swaps, the Fund will have the ability to employ leverage to a greater extent
than if the Fund were required to segregate assets equal to the full notional amount of the swaps.
Interest Rate Swaps, Credit Swaps, Total Return
Swaps, Options on Swaps and Interest Rate Caps, Floors and Collars
The Fund may enter into swap transactions and option agreements,
including interest rate caps, floors and collars. Interest rate swaps involve the exchange by the Fund with another party of their respective commitments to pay or receive interest, such as an exchange of fixed-rate payments for floating rate
payments. Credit swaps involve the receipt of floating or fixed rate payments in exchange for assuming potential credit losses on an underlying security. Credit swaps give one party to a transaction (the buyer of the credit swap) the right to
dispose of or acquire an asset (or group of assets), or the right to receive a payment from the other party, upon the occurrence of specified credit events. Total return swaps give the Fund the right to receive the appreciation in the value of a
specified security, index or other instrument in return for a fee paid to the counterparty, which will typically be based on an agreed upon interest rate. If the underlying asset in a total return swap declines in value over the term of the swap,
the Fund may also be required to pay the dollar value of that decline to the counterparty. The Fund may also purchase and write (sell) options contracts on swaps, commonly referred to as swaptions. A swaption is an option to enter into a swap
agreement. Like other types of options, the buyer of a swaption pays a non-refundable premium for the option and obtains the right, but not the obligation, to enter into an underlying swap or to modify the
terms of an existing swap on agreed-upon terms.
The seller of a swaption, in exchange for the premium, becomes obligated (if the option is
exercised) to enter into or modify an underlying swap on agreed-upon terms, which generally entails a greater risk of loss than the Fund incurs in buying a swaption.
The purchase of an interest rate cap entitles the purchaser, to the extent that a specified index exceeds a predetermined interest rate, to
receive payment of interest on a notional principal amount from the party selling such interest rate cap. The purchase of an interest rate floor entitles the purchaser, to the extent that a specified index falls below a predetermined interest rate,
to receive payments of interest on a notional principal amount from the party selling the interest rate floor. An interest rate collar is the combination of a cap and a floor that preserves a certain return within a predetermined range of interest
rates.
The Fund may enter into the transactions described above for hedging purposes or to seek to increase total return. As an example,
when the Fund is the buyer of a credit default swap (commonly known as buying protection), it may make periodic payments to the seller of the credit default swap to obtain protection against a credit default on a specified underlying asset (or group
of assets). If a default occurs, the seller of a credit default swap may be required to pay the Fund the notional value of the credit default swap on a specified security (or group of securities). On the other hand, when the Fund is a
seller of a credit default swap (commonly known as selling protection), in addition to the credit exposure the Fund has on the other assets held in its portfolio, the Fund is also subject to the credit exposure on the notional amount of the swap
since, in the event of a credit default, the Fund may be required to pay the notional value of the credit default swap on a specified security (or group of securities) to the buyer of the credit default swap.
The use of interest rate, credit and total return swaps, options on swaps, and interest rate caps, floors and collars is a highly specialized
activity which involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. If the Investment Adviser is incorrect in its forecasts of market values and interest rates, or in its
evaluation of the creditworthiness of swap counterparties (with respect to bilateral swap transactions) and the issuers of the underlying assets, the investment performance of the Fund would be less favorable than it would have been if these
investment techniques were not used.
Currently, certain standardized swap transactions are subject to mandatory central clearing. Although
central clearing is expected to decrease counterparty risk and increase liquidity compared to bilaterally negotiated swaps, central clearing does not eliminate counterparty risk or illiquidity risk entirely.
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GOLDMAN SACHS MLP AND ENERGY RENAISSANCE FUND
The Fund may be required to set aside liquid assets, or engage in other
SEC approved measures to cover open swap positions. In the case of futures contracts that do not cash settle, for example, the Fund must set aside liquid assets equal to the full notional amount of the futures contracts while the
positions are open. With respect to futures contracts that do cash settle, however, the Fund may set aside liquid assets in an amount equal to the Funds daily
marked-to-market net obligations (i.e., the Funds daily net liability) under the futures contracts, if any, rather than their full notional amount. In the
case of swaps that do not cash settle, for example, the Fund must set aside liquid assets equal to the full notional amount of the swaps while the positions are open. With respect to swaps that are required to cash settle, however, the Fund may set
aside liquid assets in an amount equal to the Funds daily marked-to-market net obligations (i.e., the Funds daily net liability) under the swaps, if
any, rather than their full notional amount. The Fund reserves the right to modify its asset segregation policies in the future in its discretion. By setting aside assets equal to only its net obligations under cash settled swaps, the Fund will have
the ability to employ leverage to a greater extent than if the Fund were required to segregate assets equal to the full notional amount of the swaps.
When-Issued Securities and Forward Commitments
The Fund may purchase when-issued securities and make contracts to purchase or sell securities for a fixed price at a future date beyond
customary settlement time. When-issued securities are securities that have been authorized, but not yet issued. When-issued securities are purchased in order to secure what is considered to be an advantageous price or yield to the Fund at the time
of entering into the transaction. A forward commitment involves entering into a contract to purchase or sell securities for a fixed price at a future date beyond the customary settlement period.
The purchase of securities on a when-issued or forward commitment basis involves a risk of loss if the value of the security to be purchased
declines before the settlement date. Conversely, the sale of securities on a forward commitment basis involves the risk that the value of the securities sold may increase before the settlement date.
Although the Fund will generally purchase securities on a when-issued or forward commitment basis with the intention of acquiring the securities
for its portfolio, the Fund may dispose of when-issued securities or forward commitments prior to settlement if the Investment Adviser deems it appropriate. When purchasing a security on a when-issued basis or entering into a forward commitment, the
Fund must identify on its books liquid assets, or engage in other appropriate measures to cover its obligations.
Repurchase Agreements
Repurchase agreements involve the purchase of securities subject to the sellers agreement to repurchase them at a mutually agreed
upon date and price. The Fund may enter into repurchase agreements with eligible counterparties which furnish collateral at least equal in value or market price to the amount of their repurchase obligation. The collateral may consist of any type of
security in which the Fund is eligible to invest directly. Repurchase agreements involving obligations other than U.S. Government Securities may be subject to special risks and may not have the benefit of certain protections in the event of the
counterpartys insolvency.
If the other party or seller defaults, the Fund might suffer a loss to the extent that the
proceeds from the sale of the underlying securities and other collateral held by the Fund are less than the repurchase price and the Funds costs associated with delay and enforcement of the repurchase agreement. In addition, in the event of
bankruptcy of the seller, the Fund could suffer additional losses if a court determines that the Funds interest in the collateral is not enforceable.
The Fund, together with other registered investment companies having advisory agreements with the Investment Adviser or any of its affiliates,
may transfer uninvested cash balances into a single joint account, the daily aggregate balance of which will be invested in one or more repurchase agreements.
Reverse Repurchase Agreements
Reverse
repurchase agreements involve the sale of securities held by the Fund with an agreement by the Fund to repurchase the securities at a mutually agreed upon date and price (including interest). Reverse repurchase agreements may be entered into when
the Investment Adviser expects that the return to be earned from the investment of the transaction proceeds will be greater than the related interest expense. Reverse repurchase agreements involve leveraging. If the securities held by the Fund
decline in value while these transactions are outstanding, the NAV of the Funds outstanding shares will decline in value proportionately more than the decline in value of the securities. In addition, reverse repurchase agreements involve the
risk that the investment return earned by the Fund (from the investment of the proceeds) will be less than the interest expense of the transaction, that the market value of the securities sold by the Fund will decline below the price the Fund is
obligated to pay to repurchase the securities, and that the securities may not be returned to the Fund.
The Fund may set aside
liquid assets, or engage in other appropriate measures to cover its obligations with respect to its transactions in reverse repurchase agreements. As a result of such segregation, the Funds obligations under such transactions will
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GOLDMAN SACHS MLP AND ENERGY RENAISSANCE FUND
not be considered senior securities representing indebtedness for purposes of the 1940 Act and the Funds use of leverage through reverse repurchase
agreements will not be limited by the 1940 Act. The Funds use of leverage through reverse repurchase agreements may be limited by the availability of cash or liquid securities to earmark or segregate in connection with such transactions.
If the buyer of securities under a reverse repurchase agreement files for bankruptcy or becomes insolvent, such buyer or its trustee or receiver
may receive an extension of time to determine whether to enforce the Funds obligation to repurchase the securities, and the Funds use of the proceeds of the reverse repurchase agreement may effectively be restricted pending such
decision. Also, the Fund would bear the risk of loss to the extent that the proceeds of the reverse repurchase agreement are less than the value of the securities subject to such agreement.
With respect to any reverse repurchase agreement or similar transaction, the Funds Managed Assets shall include any proceeds from the sale
of an asset of the Fund to a counterparty in such a transaction, in addition to the value of the underlying asset as of the relevant measuring date.
REITs
The Fund may invest in REITs. REITs
are pooled investment vehicles that invest primarily in either real estate or real estate related loans. The value of a REIT is affected by changes in the value of the properties owned by the REIT or securing mortgage loans held by the REIT. REITs
are dependent upon the ability of the REITs managers, and are subject to heavy cash flow dependency, default by borrowers and the qualification of the REITs under applicable regulatory requirements for favorable income tax treatment. REITs are
also subject to risks generally associated with investments in real estate including possible declines in the value of real estate, general and local economic conditions, environmental problems and changes in interest rates. To the extent that
assets underlying a REIT are concentrated geographically, by property type or in certain other respects, these risks may be heightened. The Fund will indirectly bear its proportionate share of any expenses, including management fees, paid by a REIT
in which it invests.
Short Sales
The
Fund may engage in short sales. Short sales are transactions in which the Fund sells a security it does not own in anticipation of a decline in the market value of that security. To complete such a transaction, the Fund must borrow the security to
make delivery to the buyer. The Fund then is obligated to replace the security borrowed by purchasing it at the market price at the time of replacement. The price at such time may be more or less than the price at which the security was sold by the
Fund. Until the security is replaced, the Fund is required to pay to the lender amounts equal to any dividend which accrues during the period of the loan. To borrow the security, the Fund also may be required to pay a premium, which would increase
the cost of the security sold. There will also be other costs associated with short sales.
The Fund may use short sales, consistent with
its investment objective, to gain exposure to the MLP market in various circumstances, including among others when the Investment Adviser determines that a specific MLP investment may be facing deteriorating fundamentals that could result in lower
growth or the potential for lower distributions.
The Fund will incur a loss, which may be unlimited, as a result of the short sale if the
price of the security increases between the date of the short sale and the date on which the Fund replaces the borrowed security. The Fund will realize a gain if the security declines in price between those dates. This result is the opposite of what
one would expect from a cash purchase of a long position in a security. The amount of any gain will be decreased, and the amount of any loss increased, by the amount of any premium or amounts in lieu of interest the Fund may be required to pay in
connection with a short sale, and will be also decreased by any transaction or other costs.
Until the Fund replaces a borrowed security in
connection with a short sale, the Fund will (a) segregate cash or liquid assets at such a level that the segregated assets plus any amount deposited with the broker as collateral will equal the current value of the security sold short or
(b) otherwise cover its short position in accordance with applicable law.
There is no guarantee that the Fund will be able to close
out a short position at any particular time or at an acceptable price. During the time that the Fund is short a security, it is subject to the risk that the lender of the security will terminate the loan at a time when the Fund is unable to borrow
the same security from another lender. If that occurs, the Fund may be bought in at the price required to purchase the security needed to close out the short position, which may be a disadvantageous price.
Short Sales Against the Box
The Fund may
engage in short sales against the box. As noted above, a short sale is made by selling a security the seller does not own. A short sale is against the box to the extent that the seller contemporaneously owns or has the right to obtain,
at no added
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GOLDMAN SACHS MLP AND ENERGY RENAISSANCE FUND
cost, securities identical to those sold short. The Fund may enter into a short sale
against the box, for example, to lock in a sales price for a security the Fund does not wish to sell immediately. If the Fund sells securities short against the box, it may protect itself from loss if the price of the securities declines in the
future, but will lose the opportunity to profit on such securities if the price rises. If the Fund effects a short sale of securities at a time when it has an unrealized gain on the securities, it may be required to recognize that gain as if it had
actually sold the securities (as a constructive sale) on the date it effects the short sale. However, such constructive sale treatment may not apply if the Fund closes out the short sale with securities other than the appreciated
securities held at the time of the short sale and if certain other conditions are satisfied. Uncertainty regarding the tax consequences of effecting short sales may limit the extent to which the Fund may effect short sales.
Preferred Stock, Warrants and Stock Purchase Rights
The Fund may invest in preferred stock, warrants and stock purchase rights (or rights). Preferred stocks are securities that
represent an ownership interest providing the holder with claims on the issuers earnings and assets before common stock owners but after bond owners. Unlike debt securities, the obligations of an issuer of preferred stock, including dividend
and other payment obligations, may not typically be accelerated by the holders of such preferred stock on the occurrence of an event of default or other non-compliance by the issuer of the preferred stock.
Other Investment Companies
The Fund
may invest in securities of other investment companies, including ETFs, subject to statutory limitations prescribed by the 1940 Act. These limitations include in certain circumstances a prohibition on the Fund acquiring more than 3% of the voting
shares of any other investment company, and a prohibition on investing more than 5% of the Funds total assets in securities of any one investment company or more than 10% of its total assets in securities of all investment companies. Many
ETFs, however, have obtained exemptive relief from the SEC to permit unaffiliated funds to invest in the ETFs shares beyond these statutory limitations, subject to certain conditions and pursuant to a contractual arrangement between the ETFs
and the investing funds. The Fund may rely on these exemptive orders to invest in unaffiliated ETFs.
The use of ETFs is intended to help
the Fund match the total return of the particular market segments or indices represented by those ETFs, although that may not be the result. Most ETFs are passively-managed investment companies whose shares are purchased and sold on a securities
exchange. An ETF represents a portfolio of securities designed to track a particular market segment or index. An investment in an ETF generally presents the same primary risks as an investment in a conventional fund (i.e., one that is not
exchange-traded) that has the same investment objectives, strategies and policies. In addition, an ETF may fail to accurately track the market segment or index that underlies its investment objective. The price of an ETF can fluctuate, and the Fund
could lose money investing in an ETF. Moreover, ETFs are subject to the following risks that do not apply to conventional open- end funds: (i) the market price of the ETFs shares may trade at a premium or a discount to their NAV;
(ii) an active trading market for an ETFs shares may not develop or be maintained; and (iii) there is no assurance that the requirements of the exchange necessary to maintain the listing of an ETF will continue to be met or remain
unchanged.
Under an exemptive rule adopted by the SEC, the Fund may invest in certain other investment companies and money market funds
beyond the statutory limits described above.
The Fund will indirectly bear its proportionate share of any management fees and other
expenses paid by such other investment companies, in addition to the fees and expenses regularly borne by the Fund.
ETNs
ETNs are a type of senior, unsecured, unsubordinated debt security issued by financial institutions that combines both aspects of bonds and
ETFs. An ETNs returns are based on the performance of a market index minus fees and expenses. Similar to ETFs, ETNs are listed on an exchange and traded in the secondary market. However, unlike an ETF, an ETN can be held until the ETNs
maturity, at which time the issuer is obligated to pay a return linked to the performance of the market index to which the ETN is linked minus certain fees. Unlike regular bonds, ETNs do not make periodic interest payments and principal is not
protected. ETNs are subject to credit risk and the value of an ETN may drop due to a downgrade in the issuers credit rating, despite the underlying market benchmark or strategy remaining unchanged. The value of an ETN may also be influenced by
time to maturity, level of supply and demand for the ETN, volatility and lack of liquidity in underlying assets, changes in applicable interest rates, changes in the issuers credit rating, and economic, legal, political, or geographic events
that affect the referenced underlying asset. When the Fund invests in ETNs it will bear its proportionate share of any fees and expenses borne by the ETN. The Funds decision to sell its ETN holdings may be limited by the availability of a
secondary market. In addition, although an ETN may be listed on an exchange, the issuer may not be required to maintain the listing and there can be no assurance that a secondary market will exist for an ETN.
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GOLDMAN SACHS MLP AND ENERGY RENAISSANCE FUND
Unseasoned Companies
The Fund may invest in
companies which (together with their predecessors) have operated less than three years. The securities of such companies may have limited liquidity, which can result in their being priced higher or lower than might otherwise be the case. In
addition, investments in unseasoned companies are more speculative and entail greater risk than investments in companies with an established operating record.
Corporate Debt Obligations
Corporate debt
obligations include bonds, notes, debentures, commercial paper and other obligations of corporations to pay interest and repay principal. The Fund may invest in corporate debt obligations issued by U.S. and certain
non-U.S. issuers, which issue securities denominated in the U.S. dollar (including Yankee and Euro obligations as well as other non-U.S. dollar currencies). In addition
to obligations of corporations, corporate debt obligations include securities issued by banks and other financial institutions and supranational entities (i.e., the World Bank, the International Monetary Fund, etc.).
Bank Obligations
The Fund may invest in
obligations issued or guaranteed by U.S. or foreign banks. Bank obligations, including without limitation, time deposits, bankers acceptances and certificates of deposit, may be general obligations of the parent bank or may be limited to the
issuing branch by the terms of the specific obligations or by government regulations. Banks are subject to extensive but different governmental regulations which may limit both the amount and types of loans which may be made and interest rates which
may be charged. In addition, the profitability of the banking industry is largely dependent upon the availability and cost of funds for the purpose of financing lending operations under prevailing money market conditions. General economic conditions
as well as exposure to credit losses arising from possible financial difficulties of borrowers play an important part in the operation of this industry.
U.S. Government Securities
The Fund may
invest in U.S. Government Securities. U.S. Government Securities include U.S. Treasury obligations and obligations issued or guaranteed by U.S. government agencies, instrumentalities or sponsored enterprises. U.S. Government Securities may be
supported by (i) the full faith and credit of the U.S. Treasury; (ii) the right of the issuer to borrow from the U.S. Treasury; (iii) the discretionary authority of the U.S. government to purchase certain obligations of the issuer; or
(iv) only the credit of the issuer. U.S. Government Securities also include Treasury receipts, zero coupon bonds and other stripped U.S. Government Securities, where the interest and principal components are traded independently. U.S.
Government Securities may also include Treasury inflation-protected securities whose principal value is periodically adjusted according to the rate of inflation.
U.S. Government Securities are deemed to include (i) securities for which the payment of principal and interest is backed by an irrevocable
letter of credit issued by the U.S. government, its agencies, authorities or instrumentalities; and (ii) participations in loans made to foreign governments or their agencies that are so guaranteed. Certain of these participations may be
regarded as illiquid.
U.S. Government Securities have historically involved little risk of loss of principal if held to maturity. However,
no assurance can be given that the U.S. government will be able or willing to repay the principal or interest when due, or will provide financial support to U.S. government agencies, authorities, instrumentalities or sponsored enterprises if it is
not obligated to do so by law.
Custodial Receipts and Trust Certificates
The Fund may invest in custodial receipts and trust certificates representing interests in securities held by a custodian or trustee. The
securities so held may include U.S. Government Securities or other types of securities in which the Fund may invest. The custodial receipts or trust certificates may evidence ownership of future interest payments, principal payments or both on the
underlying securities, or, in some cases, the payment obligation of a third party that has entered into an interest rate swap or other arrangement with the custodian or trustee. For certain securities laws purposes, custodial receipts and trust
certificates may not be considered obligations of the U.S. government or other issuer of the securities held by the custodian or trustee. If for tax purposes the Fund is not considered to be the owner of the underlying securities held in the
custodial or trust account, the Fund may suffer adverse tax consequences. As a holder of custodial receipts and trust certificates, the Fund will bear its proportionate share of the fees and expenses charged to the custodial account or trust. The
Fund may also invest in separately issued interests in custodial receipts and trust certificates.
Non-Investment
Grade Securities
Non-investment grade securities and unrated securities of comparable credit
quality (commonly referred to as junk bonds) are considered speculative. In some cases, these obligations may be highly speculative and have poor prospects for reaching investment
48
GOLDMAN SACHS MLP AND ENERGY RENAISSANCE FUND
grade standing. Non-investment grade securities
are subject to the increased risk of an issuers inability to meet principal and interest obligations. These securities, also referred to as high yield securities, may be subject to greater price volatility due to such factors as specific
corporate or municipal developments, interest rate sensitivity, negative perceptions of the junk bond markets generally and less secondary market liquidity.
Non-investment grade securities are often issued in connection with a corporate reorganization or
restructuring or as part of a merger, acquisition, takeover or similar event. They are also issued by less established companies seeking to expand. Such issuers are often highly leveraged and generally less able than more established or less
leveraged entities to make scheduled payments of principal and interest in the event of adverse developments or business conditions. Non-investment grade securities are also issued by governmental bodies that
may have difficulty in making all scheduled interest and principal payments.
The market value of
non-investment grade securities tends to reflect individual corporate or municipal developments to a greater extent than that of higher rated securities which react primarily to fluctuations in the general
level of interest rates. As a result, the Funds ability to achieve its investment objective may depend to a greater extent on the Investment Advisers judgment concerning the creditworthiness of issuers than funds which invest in
higher-rated securities. Issuers of non-investment grade securities may not be able to make use of more traditional methods of financing and their ability to service debt obligations may be affected more
adversely than issuers of higher-rated securities by economic downturns, specific corporate or financial developments or the issuers inability to meet specific projected business forecasts. Negative publicity about the junk bond market and
investor perceptions regarding lower rated securities, whether or not based on fundamental analysis, may depress the prices for such securities.
A holders risk of loss from default is significantly greater for non-investment grade securities
than is the case for holders of other debt securities because such non-investment grade securities are generally unsecured and are often subordinated to the rights of other creditors of the issuers of such
securities. Investment by the Fund in defaulted securities poses additional risk of loss should nonpayment of principal and interest continue in respect of such securities. Even if such securities are held to maturity, recovery by the Fund of its
initial investment and any anticipated income or appreciation is uncertain.
The secondary market for
non-investment grade securities is concentrated in relatively few market makers and is dominated by institutional investors, including mutual funds, insurance companies and other financial institutions.
Accordingly, the secondary market for such securities is not as liquid as, and is more volatile than, the secondary market for higher-rated securities. In addition, market trading volume for high yield securities is generally lower and the secondary
market for such securities could shrink or disappear suddenly and without warning as a result of adverse market or economic conditions, independent of any specific adverse changes in the condition of a particular issuer. The lack of sufficient
market liquidity may cause the Fund to incur losses because it will be required to effect sales at a disadvantageous time and then only at a substantial drop in price. These factors may have an adverse effect on the market price and the Funds
ability to dispose of particular portfolio investments. A less liquid secondary market also may make it more difficult for the Fund to obtain precise valuations of the high yield securities in its portfolio.
Credit ratings issued by credit rating agencies are designed to evaluate the safety of principal and interest payments of rated securities. They
do not, however, evaluate the market value risk of non-investment grade securities and, therefore, may not fully reflect the true risks of an investment. In addition, credit rating agencies may or may not make
timely changes in a rating to reflect changes in the economy or in the conditions of the issuer that affect the market value of the security. Consequently, credit ratings are used only as a preliminary indicator of investment quality.
Restricted Securities
The Fund may purchase
securities and other financial instruments that are not registered or that are offered in an exempt non-public offering (Restricted Securities) under the 1933 Act, including securities eligible for
resale to qualified institutional buyers pursuant to Rule 144A under the 1933 Act.
The purchase price and subsequent valuation
of Restricted Securities may reflect a discount from the price at which such securities trade when they are not restricted, because the restriction makes them less liquid. The amount of the discount from the prevailing market price is expected to
vary depending upon the type of security, the character of the issuer, the party who will bear the expenses of registering the Restricted Securities and prevailing supply and demand conditions.
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GOLDMAN SACHS MLP AND ENERGY RENAISSANCE FUND
Investment Restrictions (Unaudited)
The investment restrictions set forth below have been adopted by the Fund as fundamental policies that cannot be changed without the
affirmative vote of the holders of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund. The investment objective of the Fund and all other investment policies or practices of the Fund are considered by the Fund
not to be fundamental and accordingly may be changed without shareholder approval. For purposes of the 1940 Act, a majority of the outstanding voting securities means the lesser of the vote of (i) 67% or more of the shares of the
Fund present at a meeting, if the holders of more than 50% of the outstanding shares of the Fund are present or represented by proxy, or (ii) more than 50% of the shares of the Fund.
For purposes of the following limitations (except for the asset coverage requirement with respect to borrowings), any limitation which involves
a maximum percentage shall not be considered violated unless an excess over the percentage occurs immediately after, and is caused by, an acquisition or encumbrance of securities or assets of, or borrowings by, the Fund. In applying fundamental
investment restriction number (1) below to derivative transactions or instruments, including, without limitation, futures, swaps, forwards, options and structured notes, the Fund will look to the industry of the reference asset(s) and not to
the counterparty or issuer. With respect to the Funds fundamental investment restriction number (2) below, asset coverage of at least 300% (as defined in the 1940 Act), inclusive of any amounts borrowed, must be maintained at all times.
Fundamental Investment Restrictions (Unaudited)
As a matter of fundamental policy, the Fund may not:
(1)
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Invest 25% or more of its Managed Assets in the securities of one or more issuers conducting their principal business activities in the same industry (excluding the U.S. Government or any of its agencies or
instrumentalities); except that the Fund will invest more than 25% of its Managed Assets in companies conducting their principal business in industries within the energy sector;
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(2)
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Borrow money, except as permitted by the 1940 Act, or interpretations or modifications by the SEC, SEC staff or other authority with appropriate jurisdiction;
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The following interpretation applies to, but is not part of, this fundamental policy:
In determining whether a particular investment in portfolio instruments or participation in portfolio transactions is subject to this borrowing
policy, the accounting treatment of such instrument or participation shall be considered, but shall not by itself be determinative. Whether a particular instrument or transaction constitutes a borrowing shall be determined by the Board, after
consideration of all of the relevant circumstances.
(3)
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Make loans, except through (a) the purchase of debt obligations in accordance with the Funds investment objective and policies, (b) repurchase agreements with banks, brokers, dealers and other financial
institutions, (c) loans of securities as permitted by applicable law, and (d) loans to affiliates of the Fund to the extent permitted by law;
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(4)
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Underwrite securities issued by others, except to the extent that the sale of portfolio securities by the Fund may be deemed to be an underwriting;
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(5)
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Purchase, hold or deal in real estate, although the Fund may purchase and sell securities or instruments that are secured by real estate or interests therein or that reflect the return of an index of real estate values,
securities of real estate investment trusts and mortgage-related securities, and may hold and sell real estate acquired by the Fund as a result of the ownership of securities;
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(6)
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Invest in physical commodities, except that the Fund may invest in currency and financial instruments and contracts in accordance with its investment objective and policies, including, without limitation, structured
notes, futures contracts, swaps, options on commodities, currencies, swaps and futures, ETFs, investment pools and other instruments, regardless of whether such instrument is considered to be a commodity;
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(7)
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Issue senior securities to the extent such issuance would violate applicable law.
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In addition
to the fundamental policies mentioned above, the Trustees have adopted the following non-fundamental policies which can be changed or amended by action of the Trustees without approval of shareholders. Again,
for purposes of the following limitations, any limitation which involves a maximum percentage shall not be considered violated unless an excess over the percentage occurs immediately after, and is caused by, an acquisition of securities by the Fund.
The Fund may not invest in companies for the purpose of exercising control or management.
For purposes of the Funds industry concentration policy, the Investment Adviser may analyze the characteristics of a particular issuer and
instrument and may assign an industry classification consistent with those characteristics. The Investment Adviser may, but need not, consider industry classifications provided by third parties, and the classifications applied to Fund investments
will be informed by applicable law.
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GOLDMAN SACHS MLP AND ENERGY RENAISSANCE FUND
PRINCIPAL RISKS OF THE FUND (Unaudited)
The Fund is not intended to be a complete investment program and, due to the uncertainty inherent in all investments, there can be no assurance
that the Fund will achieve its investment objective. Investors should consider their long-term investment goals and financial needs when making an investment decision with respect to the Fund. An investment in the Fund is intended to be a long-term
investment, and you should not view the Fund as a trading vehicle. Your shares at any point in time may be worth less than your original investment, even after taking into account the reinvestment of Fund dividends and distributions, if applicable.
Investment Risk The value of the instruments 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.
Price changes may be temporary or last for extended periods. The Funds investments may be overweighted from time to time in one or more sectors or countries, which will increase the Funds exposure to risk of loss from adverse
developments affecting those sectors or countries. The Fund may use leverage, which will magnify the Funds investment, market and certain other risks.
Sector Risk To the extent the Fund focuses its investments in securities
of issuers in one or more sectors (such as the energy sector), the Fund will be subject, to a greater extent than if its investments were diversified across different sectors, to the risks of volatile economic cycles and/or conditions and
developments that may be particular to that sector, such as: adverse economic, business, political, environmental or other developments.
Market Risk An investment in the shares of the Fund represents an indirect investment in the securities owned by the Fund, a significant portion of which are traded on
a national securities exchange or in the over-the-counter (OTC) markets. The value of these securities, like other investments, may move up or down,
sometimes rapidly and unpredictably 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. Your shares at any point in time may be
worth less than what you invested, even after taking into account the reinvestment of Fund dividends and distributions. The Fund may utilize leverage, which magnifies the market risk.
Market Discount Risk Shares of
closed-end investment companies frequently trade at a discount from their NAV. This characteristic is a risk separate and distinct from the risk that the Funds NAV per share could decrease as a result of
its investment activities and may be greater for investors expecting to sell their shares in a relatively short period of time following completion of the Reorganization. Although the value of the Funds net assets is generally considered by
market participants in determining whether to purchase or sell shares, whether investors will realize gains or losses upon the sale of the shares will depend entirely upon whether the market price of the shares at the time of sale is above or below
the investors purchase price for the shares. Because the market price of the shares will be determined by factors such as (i) NAV, (ii) dividend and distribution levels and their stability (which will in turn be affected by levels of
distributions, dividend and interest payments by the Funds portfolio holdings, the timing and success of the Funds investment strategies, regulations affecting the timing and character of Fund distributions, Fund expenses and other
factors), (iii) supply of and demand for the shares, (iv) trading volume of the shares, (v) general market, interest rate and economic conditions and (vi) other factors that may be beyond the control of the Fund.
Master Limited Partnership Risk Investments in securities of MLPs
involve risks that differ from investments in common stocks including risks related to limited control and limited rights to vote on matters affecting MLPs, risks related to potential conflicts of interest between an MLP and the MLPs general
partner, cash flow risks, dilution risks and risks related to the general partners right to require unit-holders to sell their common units at an undesirable time or price. Many of the Funds investments in MLPs will be subject to legal
and other restrictions on resale or will otherwise be less liquid than publicly traded securities. Certain MLP securities may trade in lower volumes due to their smaller capitalizations. Accordingly, those MLPs may be subject to more abrupt or
erratic price movements and may lack sufficient market liquidity to enable the Fund to effect sales at an advantageous time or without a substantial drop in price. Investment in those MLPs may restrict the Funds ability to take advantage of
other investment opportunities. If the Fund is one of the largest investors in certain MLPs, it may be more difficult for the Fund to buy and sell significant amounts of such investments without an unfavorable impact on prevailing market prices.
Larger purchases or sales of MLP investments by the Fund in a short period of time may cause abnormal movements in the market price of these investments. As a result, these investments may be difficult to dispose of at a fair price at the times when
the Fund believes it is desirable to do so. MLPs are generally considered interest-rate sensitive investments that generally rely on capital markets to finance capital expenditures and growth opportunities. During periods of interest rate
volatility, limited capital markets access and/or low commodities pricing, these investments may not provide attractive returns, which may adversely impact the overall performance of the Fund.
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GOLDMAN SACHS MLP AND ENERGY RENAISSANCE FUND
The Funds ability to meet its investment objective will depend largely on the amount of the distributions it receives from the MLPs (in
relation to the taxable income, gains, losses, and deductions allocated to it). The amount and tax characterization of cash available for distribution by an MLP depends upon the amount of cash generated by such entitys operations. Cash
available for distribution by MLPs will vary widely from quarter to quarter and is affected by various factors affecting the entitys operations. In addition to the risks described herein, operating costs, capital expenditures, acquisition
costs, construction costs, exploration costs and borrowing costs may reduce the amount of cash that an MLP has available for distribution in a given period. MLPs have the ability to modify their distribution policies from time to time without input
from or approval of the Fund.
Conflicts of interest may arise from incentive distribution payments paid to the general partner, or referral
of business opportunities by the general partner or one of its affiliates to an entity other than the MLP. Holders of general partner or managing member interests typically receive incentive distribution rights, which provide them with an increasing
share of the entitys aggregate cash distributions upon the payment of per common unit distributions that exceed specified threshold levels above the minimum quarterly distribution (the MQD). Due to the incentive distribution
rights, general partners of MLPs have higher distribution growth prospects than their underlying MLPs, but quarterly incentive distribution payments would also decline at a greater rate than the decline rate in quarterly distributions to common and
subordinated unit holders in the event of a reduction in the MLPs quarterly distribution. The ability of the limited partners or members to remove the general partner or managing member without cause is typically very limited. In addition,
some MLPs permit the holder of incentive distribution rights to reset, under specified circumstances, the incentive distribution levels and receive compensation in exchange for the distribution rights given up in the reset.
MLPs are subject to various risks related to the underlying operating companies they control, including dependence upon specialized management
skills and the risk that those operating companies may lack or have limited operating histories. The success of the Funds investments in an MLP will vary depending on the underlying industry represented by the MLPs portfolio. Certain
MLPs in which the Fund may invest depend upon their parent or sponsor entities for the majority of their revenues. If the parent or sponsor entities fail to make payments or satisfy their obligations to an MLP, the revenues and cash flows of that
MLP and ability of that MLP to make distributions to unit holders such as the Fund would be adversely affected.
To the extent a
distribution received by the Fund from an MLP is treated as a return of capital, the Funds adjusted tax basis in the interests of the MLP may be reduced, which will result in an increase in an amount of income or gain (or decrease in the
amount of loss) that will be recognized by the Fund for tax purposes upon the sale of any such interests or upon subsequent distributions in respect of such interests. Furthermore, any return of capital distribution received from the MLP may require
the Fund to restate the character of its distributions and amend any shareholder tax reporting previously issued. Moreover, a change in current tax law, or a change in the underlying business mix of a given MLP, could result in an MLP being treated
as a corporation for U.S. federal income tax purposes, which could result in a reduction of the value of the Funds investment in the MLP and lower income to the Fund.
Certain MLPs in which the Fund may invest depend upon a limited number of customers for substantially all of their revenue. Similarly,
certain MLPs in which the Fund may invest depend upon a limited number of suppliers of goods or services to continue their operations. The loss of those customers or suppliers could have a material adverse effect on an MLPs results of
operations and cash flow, and on its ability to make distributions to unit holders such as the Fund.
The Fund is not responsible for
operating MLPs and similar entities and cannot control or monitor their compliance with applicable tax, securities and other laws and regulations necessary for the profitability of such investments. Holders of MLP units could potentially become
subject to liability for all of the obligations of an MLP, if a court determines that the rights of the unitholders to take certain action under the limited partnership agreement would constitute control of the business of that MLP, or
if a court or governmental agency determines that the MLP is conducting business in a state without complying with the limited partnership statute of that state. Furthermore, the structures and terms of the MLPs and other entities described in this
Joint Proxy Statement/Prospectus may not be indicative of the structure and terms of every entity in which the Fund invests. Although the MLP sector has grown significantly in recent years, such market trends may not continue due to economic
conditions, which are not predictable, or other factors.
Market prices generally will be unavailable for some of the Funds
investments, including MLP subordinated units, direct ownership of general partner or managing member interests and restricted or unregistered securities of certain MLPs and private companies. The value of such securities will be determined by fair
valuations determined by the Board of Trustees or its designee in accordance with procedures governing the valuation of portfolio securities adopted by the Board of Trustees. Proper valuation of such securities may require more reliance on the
judgment of GSAM than for valuation of securities for which an active trading market exists.
Equity Securities Risk A substantial percentage of the Funds assets are invested in equity securities, including MLP common units, MLP subordinated units, MLP preferred units, equity securities of MLP affiliates, including
I-Units, and common stocks of other issuers. Equity risk is the risk that MLP units or other equity securities held by the Fund will fall due to general market or
52
GOLDMAN SACHS MLP AND ENERGY RENAISSANCE FUND
economic conditions, perceptions regarding the industries in which the issuers of
securities held by the Fund participate, changes in interest rates, and the particular circumstances and performance of particular companies whose securities the Fund holds. The price of an equity security of an issuer may be particularly sensitive
to general movements in the stock market, or a drop in the stock market may depress the price of most or all of the equity securities held by the Fund. In addition, MLP units or other equity securities held by the Fund may decline in price if the
issuer fails to make anticipated distributions or dividend payments because, among other reasons, the issuer experiences a decline in its financial condition. Prices and volatilities of I-Units tend to
correlate to the price of MLP common units. Holders of I-Units are subject to the same risks as holders of MLP common units.
Energy Sector Risk Many MLPs and other entities in which the Fund may
invest operate oil, gas or petroleum facilities, or other facilities within the energy sector. As a result, the Fund will be concentrated in the energy sector, and will therefore be susceptible to adverse economic, business, social, political,
environmental, regulatory or other developments affecting that sector. A downturn in the energy sector could have a larger impact on the Fund than on funds that are broadly diversified across many sectors and industries. At times, the performance of
securities of companies in the energy sector may lag behind the performance of other sectors or industries or the broader market as a whole. MLPs and other companies operating in the energy sector are subject to specific risks, including, but not
limited to, the following:
Commodity Pricing Risk. MLPs and other companies operating in the energy sector
may be affected by fluctuations in the prices of energy commodities, including, for example, natural gas, natural gas liquids, crude oil and coal in the short-term and long-term. Fluctuations in energy commodity prices would impact directly
companies that own such energy commodities and could impact indirectly companies that engage in transportation, storage, processing, distribution or marketing of such energy commodities. Fluctuations in energy commodity prices can result from
changes in general economic conditions or political circumstances (especially of key energy producing and consuming countries); market conditions; weather patterns; domestic production levels; volume of imports; energy conservation; domestic and
foreign governmental regulation; international politics; policies of the Organization of Petroleum Exporting Countries (OPEC); taxation; tariffs; and the availability and costs of local, intrastate and interstate transportation methods.
The energy sector as a whole may also be impacted by the perception that the performance of energy sector companies is directly linked to commodity prices. High commodity prices may drive further energy conservation efforts, and a slowing economy
may adversely impact energy consumption, which may adversely affect the performance of MLPs and other companies operating in the energy sector.
Supply and Demand Risk. MLPs and other companies operating in the energy sector may be impacted by the levels of supply
and demand for energy commodities. The volume of production of energy commodities and the volume of energy commodities available for transportation, storage, processing or distribution could be affected by a variety of factors, including depletion
of resources; depressed commodity prices; catastrophic events; labor relations; increased environmental or other governmental regulation; equipment malfunctions and maintenance difficulties; import volumes; international politics, policies of OPEC;
and increased competition from alternative energy sources. Alternatively, a decline in demand for energy commodities could result from factors such as adverse economic conditions (especially in key energy-consuming countries); increased taxation;
increased environmental or other governmental regulation; increased fuel economy; increased energy conservation or use of alternative energy sources; legislation intended to promote the use of alternative energy sources; or increased commodity
prices.
Depletion Risk. Energy reserves naturally deplete as they are consumed over time. MLPs and other companies
operating in the energy sector rely on the expansion of reserves through exploration of new sources of supply or the development of existing sources in order to grow or maintain their revenues. The financial performance of MLPs and other companies
operating in the energy sector may be adversely affected if they, or the companies to which they provide services, are unable to cost-effectively acquire additional energy deposits sufficient to replace the natural decline of existing reserves. If
an energy company is not able to raise capital on favorable terms, it may not be able to add to or maintain its reserves.
Environmental and Regulatory Risk. The energy sector is highly regulated. MLPs and other companies operating in the
energy sector are subject to significant regulation of nearly every aspect of their operations by federal, state and local governmental agencies. Such regulation can change over time in both scope and intensity. For example, a particular by-product may be declared hazardous by a regulatory agency and unexpectedly increase production costs. Various governmental authorities have the power to enforce compliance with these regulations and the permits
issued under them, and violators are subject to administrative, civil and criminal penalties, including civil fines, injunctions or both.
There is an inherent risk that MLPs and other companies operating in the energy sector may incur environmental costs and
liabilities due to the nature of their businesses and the substances they handle. For example, an accidental release from wells or energy assets could subject an MLP to substantial liabilities for environmental cleanup and restoration costs, claims
made by neighboring landowners and other third parties for personal injury and property damage, and fines or penalties for related violations of environmental laws or regulations.
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GOLDMAN SACHS MLP AND ENERGY RENAISSANCE FUND
Specifically, the operations of wells, gathering systems, pipelines, refineries and other facilities are subject to stringent
and complex federal, state and local environmental laws and regulations. These include, for example: the Federal Clean Air Act and comparable state laws and regulations that impose obligations related to air emissions; the Federal Clean Water Act
and comparable state laws and regulations that impose obligations related to discharges of pollutants into regulated bodies of water; the Federal Resource Conservation and Recovery Act and comparable state laws and regulations that impose
requirements for the handling and disposal of waste from facilities; and the Federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, also known as Superfund, and comparable state laws and regulations that
regulate the cleanup of hazardous substances that may have been released at properties currently or previously owned or operated by MLPs or at locations to which they have sent waste for disposal.
Pipeline MLPs and other pipeline companies are subject to regulation by the Federal Energy Regulatory Commission
(FERC) with respect to tariff rates these companies may charge for interstate pipeline transportation services. An adverse determination by FERC with respect to the tariff rates of a pipeline MLP could have a material adverse effect on
the business, financial condition, results of operations, cash flows and prospects of that pipeline MLP and its ability to make cash distributions to its equity owners. Moreover, the possibility exists that stricter laws, regulations or enforcement
policies could be enacted in the future that would significantly increase compliance costs and remediation costs, thus adversely affecting the financial performance of MLPs. MLPs may not be able to recover remediation costs from insurance.
Hydraulic fracturing, or fracking, is a technique for releasing and extracting oil and natural gas trapped in
underground shale formations. The fracking sector is facing allegations from environmentalists and some landowners that the technique may cause serious difficulties, which has led to uncertainty about the nature, extent, and cost of the
environmental regulation to which it may ultimately be subject.
Voluntary initiatives and mandatory controls have been
adopted or are being discussed both in the United States and worldwide to reduce emissions of greenhouse gases such as carbon dioxide, a by-product of burning fossil fuels, and methane, the major
constituent of natural gas, which many scientists and policymakers believe contribute to global climate change. These measures and future measures could result in increased costs to certain MLPs and other companies in which the Fund may invest to
operate and maintain facilities and administer and manage a greenhouse gas emissions program and may reduce demand for fuels that generate green house gases and that are managed or produced by MLPs and other companies in which the Fund may invest.
In the wake of a Supreme Court decision holding that the U.S. Environmental Protection Agency (EPA) has legal
authority to deal with climate change under the Clean Air Act, the EPA and the U.S. Department of Transportation jointly wrote regulations to cut gasoline use and control greenhouse gas emissions from cars and trucks. The EPA has also taken action
to require certain entities to measure and report greenhouse gas emissions, and certain facilities may be required to control emissions of greenhouse gases pursuant to EPA air permitting and other regulatory programs. These measures, and other
programs addressing greenhouse gas emissions, could reduce demand for energy and/or raise prices, which may adversely affect the total return of certain of the Funds investments.
Weather Risk. Weather plays a role in the seasonality of some MLPs cash flows. MLPs and other companies in the
propane sector, for example, rely on the winter season to generate almost all of their earnings. In an unusually warm winter season, propane MLPs experience decreased demand for their product. Although most MLPs can reasonably predict seasonal
weather demand based on normal weather patterns, extreme weather conditions, such as hurricanes, can adversely affect performance and cash flows of MLPs.
Cyclical Industry Risk. The energy industry is cyclical and from time to time may experience a shortage of drilling rigs,
equipment, supplies, or qualified personnel, or due to significant demand, such services may not be available on commercially reasonable terms. An MLPs ability to successfully and timely complete capital improvements to existing or other
capital projects is contingent upon many variables. Should any such efforts be unsuccessful, an MLP could be subject to additional costs and/or the write-off of its investment in the project or improvement.
The marketability of oil and gas production depends in large part on the availability, proximity and capacity of pipeline systems owned by third parties. Oil and gas properties are subject to royalty interests, liens and other burdens, encumbrances,
easements or restrictions, all of which could impact the production of a particular MLP. Oil and gas MLPs operate in a highly competitive and cyclical industry, with intense price competition. A significant portion of their revenues may depend on a
relatively small number of customers, including governmental entities and utilities.
Catastrophic Event Risk. MLPs
and other companies operating in the energy sector are subject to many dangers inherent in the production, exploration, management, transportation, processing and distribution of natural gas, natural gas liquids, crude oil, refined petroleum and
petroleum products and other hydrocarbons. These dangers include leaks, fires, explosions, damage to facilities and equipment resulting from natural disasters, inadvertent damage to facilities and equipment and terrorist acts.
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GOLDMAN SACHS MLP AND ENERGY RENAISSANCE FUND
Since the September 11 terrorist attacks, the U.S. government has
issued warnings that energy assets, specifically U.S. pipeline infrastructure, may be targeted in future terrorist attacks. These dangers give rise to risks of substantial losses as a result of loss or destruction of commodity reserves; damage to or
destruction of property, facilities and equipment; pollution and environmental damage; and personal injury or loss of life. Any occurrence of such catastrophic events could bring about a limitation, suspension or discontinuation of the operations of
MLPs and other companies operating in the energy sector. MLPs and other companies operating in the energy sector may not be fully insured against all risks inherent in their business operations and therefore accidents and catastrophic events could
adversely affect such companies financial conditions and ability to pay distributions to shareholders.
Acquisition
Risk. MLPs owned by the Fund may depend on their ability to make acquisitions that increase adjusted operating surplus per unit in order to increase distributions to unit holders. The ability of such MLPs to make future acquisitions is dependent
on their ability to identify suitable targets, negotiate favorable purchase contracts, obtain acceptable financing and outbid competing potential acquirers. To the extent that MLPs are unable to make future acquisitions, or such future acquisitions
fail to increase the adjusted operating surplus per unit, their growth and ability to make distributions will be limited. There are risks inherent in any acquisition, including erroneous assumptions regarding revenues, acquisition expenses,
operating expenses, cost savings and synergies; assumption of unknown liabilities; indemnification; customer losses; key employee defections; distraction from other business operations; and unanticipated difficulties in operating or integrating new
product areas and geographic regions.
Volatility Risk. During periods of heightened volatility, energy producers
that are burdened with debt may seek bankruptcy relief. Bankruptcy laws may permit the revocation or renegotiation of contracts between energy producers and MLPs/energy infrastructure companies, which could have a dramatic impact on the ability of
MLPs/energy infrastructure companies to pay distributions to its investors, including the Fund, which in turn could impact the ability of the Fund to pay dividends and dramatically impact the value of the Funds investments.
Furthermore, even if an MLP does consummate an acquisition that it believes will be accretive, the acquisition may instead
result in a decrease in free cash flow.
Industry Specific Risks
MLPs and other companies operating in the energy sector are also subject to risks that are specific to the industry in which they operate.
Pipeline. Pipeline companies are subject to many risks, including varying demand for crude oil, natural gas, natural gas
liquids or refined products in the markets served by the pipeline; changes in the availability of products for gathering, transportation, processing or sale due to natural declines in reserves and production in the supply areas serviced by the
companies facilities; sharp decreases in crude oil or natural gas prices that cause producers to curtail production or reduce capital spending for exploration activities; and environmental regulation. Specifically, demand for gasoline, which
accounts for a substantial portion of refined product transportation, depends on price, prevailing economic conditions in the markets served, and demographic and seasonal factors.
Gathering and processing. Gathering and processing companies are subject to natural declines in the production of oil and
natural gas fields, which utilize their gathering and processing facilities as a way to market their production, prolonged declines in the price of natural gas or crude oil, which curtails drilling activity and therefore production, and declines in
the prices of natural gas liquids and refined petroleum products, which cause lower processing margins. In addition, some gathering and processing contracts subject the gathering or processing company to direct commodities price risk.
Midstream. Midstream MLPs and other companies that provide crude oil, refined product and natural gas services are
subject to supply and demand fluctuations in the markets they serve which may be impacted by a wide range of factors including fluctuating commodity prices, weather, increased conservation or use of alternative fuel sources, increased governmental
or environmental regulation, depletion, rising interest rates, declines in domestic or foreign production, accidents or catastrophic events, and economic conditions, among others.
Upstream. Exploration, development and production companies are particularly vulnerable to declines in the demand for and
prices of crude oil and natural gas. Reductions in prices for crude oil and natural gas can cause a given reservoir to become uneconomic for continued production earlier than it would if prices were higher, resulting in the plugging and abandonment
of, and cessation of production from, that reservoir. In addition, lower commodity prices not only reduce revenues but also can result in substantial downward adjustments in reserve estimates. The accuracy of any reserve estimate is a function of
the quality of available data, the accuracy of assumptions regarding future commodity prices and future exploration and development costs and engineering and geological interpretations and judgments. Different reserve engineers may make different
estimates of reserve quantities and related revenue based on the same data. Actual oil and gas prices, development
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GOLDMAN SACHS MLP AND ENERGY RENAISSANCE FUND
expenditures and operating expenses will vary from those assumed in reserve estimates, and these variances may be significant. Any significant
variance from the assumptions used could result in the actual quantity of reserves and future net cash flow being materially different from those estimated in reserve reports. In addition, results of drilling, testing and production and changes in
prices after the date of reserve estimates may result in downward revisions to such estimates. Substantial downward adjustments in reserve estimates could have a material adverse effect on a given exploration and production companys financial
position and results of operations. In addition, due to natural declines in reserves and production, exploration and production companies must economically find or acquire and develop additional reserves in order to maintain and grow their revenues
and distributions.
Downstream. Downstream companies are businesses engaged in refining, marketing and other end-customer distribution activities relating to refined energy sources, such as: customer-ready natural gas, propane and gasoline; the production and manufacturing of petrochemicals including olefins,
polyolefins, ethylene and similar co-products as well as intermediates and derivatives; and the generation, transmission and distribution of power and electricity. In addition to the other risks described
herein, downstream companies may be more susceptible to risks associated with reduced customer demand for the products and services they provide.
Oil. In addition to the risks applicable to pipeline companies described above, gathering and processing companies and
exploration and production companies, companies involved in the transportation, gathering, processing, exploration, development or production of crude oil or refined petroleum products may be adversely affected by increased regulations, increased
operating costs and reductions in the supply of and/or demand for crude oil and refined petroleum products. Increased regulation may result in a decline in production and/or increased cost associated with offshore oil exploration in the United
States and around the world, which may adversely affect certain MLPs and the oil industry in general.
Oilfield
Services. The oilfield services business involves a variety of operating risks, including the risk of fire, explosions, blow-outs, pipe failure, abnormally pressured formations and environmental hazards such as oil spills, natural gas leaks,
ruptures or discharges of toxic gases. If any of these should occur, such companies could incur legal defense costs and could suffer substantial losses due to injury or loss of life, severe damage to or destruction of property, natural resources and
equipment, pollution or other environmental damage, clean-up responsibilities, regulatory investigation and penalties, and suspension of operations. Any horizontal and deep drilling activities involve greater
risk of mechanical problems than vertical and shallow drilling operations. Adverse developments affecting the oil and natural gas industry or drilling activity, including sustained low natural gas prices, a decline in oil or natural gas liquids
prices, reduced demand for oil and natural gas products and increased regulation of drilling and production, could have a material adverse effect on a companys business, financial condition and results of operations.
Fracturing Services. Changes in laws or government regulations regarding hydraulic fracturing could increase a
companys costs of doing business, limit the areas in which it can operate and reduce oil and natural gas production by the company. Hydraulic fracturing involves the injection of water, sand or an alternative proppant and chemicals under
pressure into target geological formations to fracture the surrounding rock and stimulate production. Recently, there has been increased public concern regarding an alleged potential for hydraulic fracturing to adversely affect drinking water
supplies, and proposals have been made to enact separate federal, state and local legislation that would increase the regulatory burden imposed on hydraulic fracturing. Congress has in recent legislative sessions considered legislation to amend the
Safe Water Drinking Act (the SDWA), including legislation that would repeal the exemption for hydraulic fracturing from the definition of underground injection and require federal permitting and regulatory control of
hydraulic fracturing, as well as legislative proposals to require disclosure of the chemical constituents of the fluids used in the fracturing process, were proposed in recent sessions of Congress. The U.S. Congress may consider similar SDWA
legislation in the future. In addition, the EPA has asserted federal regulatory authority pursuant to the SDWA over certain hydraulic fracturing activities involving the use of diesel fuels and published permitting guidance on February 11, 2014
addressing the performance of such activities using diesel fuels in those states where EPA is the permitting authority.
Presently, hydraulic fracturing is regulated primarily at the state level, typically by state oil and natural gas commissions
and similar agencies. Several states, such as Texas and Pennsylvania, have either adopted or proposed laws and/or regulations to require oil and natural gas operators to disclose chemical ingredients and water volumes used to hydraulically fracture
wells, in addition to more stringent well construction and monitoring requirements. The availability of information regarding the constituents of hydraulic fracturing fluids could make it easier for third parties opposing the hydraulic fracturing
process to initiate legal proceedings based on allegations that specific chemicals used in the fracturing process could adversely affect groundwater. Disclosure of proprietary chemical formulas to third parties or to the public, even if inadvertent,
could diminish the value of those formulas and could result in competitive harm to companies. Various federal, state and local limitations may
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GOLDMAN SACHS MLP AND ENERGY RENAISSANCE FUND
prohibit or restrict drilling and hydraulic fracturing operations in
certain locales including geographic locales considered environmentally sensitive such as wetlands, endangered species habitats, floodplains, and the like. If hydraulic fracturing becomes regulated at the federal level as a result of federal
legislation or regulatory initiatives by the EPA, fracturing activities could become subject to additional permitting requirements, and also to attendant permitting delays and potential increases in cost, which could adversely affect a
companys business.
Oil Rig Services. The April 20, 2010 blowout and oil spill at the BP Deepwater Horizon
oil rig has prompted the federal government to impose heightened regulation of oil and gas exploration and production on the outer continental shelf (OCS) to improve offshore safety systems and environmental protection regulations have
been issued which have increased the complexity of the drilling permit process and may limit the opportunity for some operators to continue deepwater drilling in the U.S. Gulf of Mexico, which could adversely affect a companys financial
operations. For example, the U.S. government has indicated that before any recipient of a deepwater drilling permit may resume drilling, (i) the operator must demonstrate that containment resources are available promptly in the event of a
deepwater blowout, (ii) the chief executive officer of the operator seeking to perform deepwater drilling must certify that the operator has complied with all applicable regulations and (iii) the Bureau of Ocean Energy Management
(BOEM) and the Bureau of Safety and Environmental Enforcement (BSEE) will conduct inspections of such deepwater drilling operation for compliance with the applicable regulations. Oil rig companies cannot predict when the
applicable government agency will determine that any deepwater driller is in compliance with the new regulations.
Propane. Propane companies are subject to earnings variability based upon weather patterns in the locations where they
operate and increases in the wholesale price of propane which reduce profit margins. In addition, propane companies are facing increased competition due to the growing availability of natural gas, fuel oil and alternative energy sources for
residential heating.
Coal. Coal companies are subject to declines in the demand for and prices of coal. Demand
variability can be based on weather conditions, the strength of the domestic economy, the level of coal stockpiles in their customer base, and the prices of competing sources of fuel for electric generation. They are also subject to supply
variability based on geological conditions that reduce the productivity of mining operations, the availability of regulatory permits for mining activities and the availability of coal that meets the standards of the Clean Air Act of 1990, as
amended.
Power Infrastructure. Power infrastructure companies are subject to many risks, including earnings
variability based upon weather patterns in the locations where the company operates, the change in the demand for electricity, the cost to produce power, and the regulatory environment. Further, share prices are partly based on the interest rate
environment, the sustainability and potential growth of the dividend, and the outcome of various rate cases undertaken by the company or a regulatory body.
Marine Transportation. Marine transportation (or tanker) companies are exposed to the highly cyclical nature
of the tanker industry and may be subject to volatile changes in charter rates and vessel values, which may adversely affect the earnings of tanker companies. Fluctuations in charter rates and vessel values result from changes in the supply and
demand for tanker capacity and changes in the supply and demand for oil and oil products. Changes in demand for transportation of oil over longer distances and the supply of tankers to carry that oil may materially affect the revenues, profitability
and cash flows of tanker companies. The successful operation of vessels in the charter market depends upon, among other things, obtaining profitable spot charters and minimizing time spent waiting for charters and traveling unladen to pick up cargo.
The value of tanker vessels may fluctuate and could adversely affect the value of tanker company securities in the Funds portfolio. Declining tanker values could affect the ability of tanker companies to raise cash by limiting their ability to
refinance their vessels, thereby adversely impacting tanker company liquidity. Tanker company vessels are at risk of damage or loss because of events such as mechanical failure, collision, human error, war, terrorism, piracy, cargo loss and bad
weather. In addition, changing economic, regulatory and political conditions in some countries, including political and military conflicts, have from time to time resulted in attacks on vessels, mining of waterways, piracy, terrorism, labor strikes,
boycotts and government requisitioning of vessels. These sorts of events could interfere with shipping lanes and result in market disruptions and a significant loss of tanker company earnings.
PIPEs Risk The Fund may make private investments in public equities
(PIPE). PIPE transactions typically involve the purchase of securities directly from a publicly traded company or its affiliates in a private placement transaction, typically at a discount to the market price of the companys common
stock. In a PIPE transaction, the Fund may bear the price risk from the time of pricing until the time of closing. Equity issued in this manner is often subject to transfer restrictions and is therefore less liquid than equity issued through a
registered public offering. The Fund may be subject to lock-up agreements that prohibit transfers for a fixed period of time. In addition, because the sale of the securities in a PIPE transaction is not
registered under the Securities Act, the securities are
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GOLDMAN SACHS MLP AND ENERGY RENAISSANCE FUND
restricted and cannot be immediately resold into the public markets. The Fund may enter into a registration rights agreement with the issuer
pursuant to which the issuer commits to file a resale registration statement allowing the Fund to publicly resell its securities. However, the ability of the Fund to freely transfer the shares is conditioned upon, among other things, the SECs
preparedness to declare the resale registration statement effective and the issuers right to suspend the Funds use of the resale registration statement if the issuer is pursuing a transaction or some other material non-public event is occurring. Accordingly, PIPE securities may be subject to risks associated with illiquid investments.
Small Capitalization MLP Risk The Fund may invest in securities of MLPs
and other issuers that have comparatively smaller capitalizations relative to issuers whose securities are included in major benchmark indexes, which presents unique investment risks. These companies often have limited product lines, markets,
distribution channels or financial resources, and the management of such companies may be dependent upon one or a few key people. The market movements of equity securities issued by MLPs with smaller capitalizations may be more abrupt or erratic
than the market movements of equity securities of larger, more established companies or the stock market in general. Historically, smaller capitalization companies have sometimes gone through extended periods when they did not perform as well as
larger companies. In addition, equity securities of smaller capitalization companies generally are less liquid than those of larger companies. This means that the Fund could have greater difficulty selling such securities at the time and price that
the Fund would like.
Derivatives Risk The Fund may invest in
derivative instruments including without limitation, options, futures, options on futures, forwards, swaps, options on swaps, structured securities and other derivatives. Investments in derivative instruments may be for both hedging and nonhedging
purposes (that is, to seek to increase total return), although suitable derivative instruments may not always be available to the Investment Adviser for these purposes. Derivative instruments can be illiquid, may disproportionately increase losses,
and may have a potentially large impact on Fund performance. Losses from investments in derivative instruments can result from a lack of correlation between changes in the value of derivative instruments and the portfolio assets (if any) being
hedged, the potential illiquidity of the markets for derivative instruments, the failure of the counterparty to perform its contractual obligations, or the risks arising from margin requirements and related leverage factors associated with such
transactions. Losses may also arise if the Fund receives cash collateral under the transactions and some or all of that collateral is invested in the market. To the extent that cash collateral is so invested, such collateral will be subject to
market depreciation or appreciation, and the Fund may be responsible for any loss that might result from its investment of the counterpartys cash collateral. The use of these management techniques also involves the risk of loss if the
Investment Adviser is incorrect in its expectation of the timing or level of fluctuations in securities prices, interest rates or currency prices. Investments in derivative instruments may be harder to value, subject to greater volatility and more
likely subject to changes in tax treatment than other investments. For these reasons, the Investment Advisers attempts to hedge portfolio risks through the use of derivative instruments may not be successful, and the Investment Adviser may
choose not to hedge certain portfolio risks. Investing for nonhedging purposes is considered a speculative practice and presents even greater risk of loss.
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, and there is no guarantee that the use of derivatives will achieve their intended result. If the Investment Adviser is incorrect in its expectation of the timing or level of fluctuation in
securities prices, interest rates, currency prices or other variables, the use of derivatives could result in losses, which in some cases may be significant. A lack of correlation between changes in the value of derivative instruments and the value
of the portfolio assets (if any) being hedged could also result in losses. In addition, there is a risk that the performance of the derivatives or other investments used by the Investment Adviser to replicate the performance of a particular asset
class may not accurately track the performance of that asset class. Derivatives are also subject to liquidity risk and risks arising from margin requirements. There is also risk of loss if the Investment Adviser is incorrect in its expectation of
the timing or level of fluctuation in securities prices, interest rates, currency prices or other variables.
As an investment company
registered with the SEC, the Fund must identify on its books (often referred to as asset segregation) liquid assets, or engage in other SEC- or SEC staff-approved or other appropriate measures, to
cover open positions with respect to certain kinds of derivative instruments. On October 28, 2020, the SEC adopted a final rule related to the use of derivatives, short sales, reverse repurchase agreements and certain other transactions
by registered investment companies. In connection with the final rule, the SEC and its staff will rescind and withdraw applicable guidance and relief regarding asset segregation and coverage transactions reflected in the Funds asset
segregation and cover practices discussed therein.
Leverage Risk
The use of leverage creates an opportunity for increased net investment income dividends, but also creates risks for shareholders. There is no assurance that the Funds intended leveraging strategy will be successful. Leverage involves risks
and special considerations for common shareholders, including the likelihood of greater volatility of NAV, market price and dividend rate of the shares 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 return to the common
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GOLDMAN SACHS MLP AND ENERGY RENAISSANCE FUND
shareholders; the effect of leverage in a declining market, which is likely to cause a
greater decline in the NAV of the shares than if the Fund were not leveraged, which may result in a greater decline in the market price of the shares; when the Fund uses financial leverage, the investment advisory fees payable to the Investment
Adviser will be higher than if the Fund did not use leverage; and leverage may increase operating costs, which may reduce total return. In addition, in the event of an early termination of any fixed rate borrowing, the Fund may have to pay any loss
associated with the lenders interest rate hedge, which could be material in certain circumstances, as well as any related termination costs.
Certain types of leverage used by the Fund may result in the Fund being subject to covenants relating to asset coverage and portfolio
composition requirements, or being subject to segregation requirements under the 1940 Act. These coverage, composition and segregation requirements could result in the Fund maintaining securities positions that it would otherwise liquidate,
segregating assets at a time when it might be disadvantageous to do so or otherwise restricting portfolio management. Such segregation and coverage requirements will not limit or offset losses on related positions. The Fund may be subject to certain
restrictions on investments imposed by guidelines of one or more rating agencies, which may issue ratings for fixed income securities or Preferred Shares issued by the Fund. These guidelines may impose asset coverage or portfolio composition
requirements that are more stringent than those imposed by the 1940 Act. The Investment Adviser does not believe that these covenants or guidelines will impede it from managing the Funds portfolio in accordance with the Funds investment
objective and policies.
The Fund may also engage in reverse repurchase agreements and short sales, which would create similar risks as
leveraging the Funds investment portfolio.
Counterparty Risk
Many of the protections afforded to participants on some organized exchanges and cleared transactions, such as the performance guarantee of an exchange clearing house, might not be available in connection with OTC transactions. Therefore, in those
instances in which the Fund enters into uncleared OTC transactions, the Fund will be subject to the risk that its direct counterparty will not perform its obligations under the transactions and that the Fund will sustain losses.
Risks Related to the Funds Clearing Broker and Central Clearing
Counterparty The Commodity Exchange Act (the CEA) requires swaps and futures clearing brokers registered as futures commission merchants to segregate all funds received
from customers with respect to any orders for the purchase or sale of U.S. domestic futures contracts and cleared swaps from the brokers proprietary assets. Similarly, the CEA requires each futures commission merchant to hold in separate
secure accounts all funds received from customers with respect to any orders for the purchase or sale of foreign futures contracts and cleared swaps and segregate any such funds. However, all funds and other property received by a clearing broker
from its customers are held by the clearing broker on a commingled basis in an omnibus account and may be invested in certain instruments permitted under applicable regulations. There is a risk that assets deposited by the Fund with any swaps or
futures clearing broker as margin for futures contracts or cleared swaps may, in certain circumstances and to varying degrees for swaps and futures and options contracts, be used to satisfy losses of other clients of the Funds clearing broker.
In addition, for both cleared swaps and futures and options contracts, the assets of the Fund might not be fully protected in the event of the Funds clearing brokers bankruptcy, as the Fund would be limited to recovering only a pro rata
share of all available funds segregated on behalf of the clearing brokers customers for the relevant account class.
Similarly,
the CEA requires a clearing organization approved by the Commodity Futures Trading Commission (CFTC) as a derivatives clearing organization to segregate all funds and other property received from a clearing members clients in
connection with domestic cleared derivative contracts from any funds held at the clearing organization to support the clearing members proprietary trading. Nevertheless, all customer funds held at a clearing organization in connection with any
futures contracts are held in a commingled omnibus account and are not identified to the name of the clearing members individual customers. All customer funds held at a clearing organization with respect to cleared swaps of customers of a
clearing broker are also held in an omnibus account, but CFTC rules require that the clearing broker notify the clearing organization of the amount of the initial margin provided by the clearing broker to the clearing organization that is
attributable to each customer.
With respect to futures and options contracts, a clearing organization may use assets of a non-defaulting customer held in an omnibus account of a clearing member at the clearing organization to satisfy payment obligations to the clearing organization of a defaulting customer of the clearing member that
also defaults on its payment obligations to the clearing organization. With respect to cleared swaps, a clearing organization generally cannot do so, but may do so if the clearing member does not provide accurate reporting to the clearing
organization as to the attribution of margin among its clients. Also, since clearing brokers generally provide to clearing organizations the net amount of variation margin required for cleared swaps for all of its customers in the aggregate, rather
than the gross amount of each customer, the Fund is subject to the risk that a clearing organization will not make variation margin payments owed to the Fund if another customer of the clearing member has suffered a loss and is in default. As a
result, in the event of a default of the clearing brokers other clients or the clearing brokers failure to extend its own funds in connection with any such default, the Fund may not be able to recover the full amount of assets deposited
by the clearing broker on behalf of the Fund with the clearing organization.
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Convertible Securities Risk The market value of convertible securities
tends to decline as interest rates increase and, conversely, tends to increase as interest rates decline. In addition, because of the conversion feature, the market value of convertible securities tends to vary with fluctuations in the market value
of the underlying common stock or other security. A unique feature of convertible securities is that as the market price of the underlying security declines, convertible securities tend to trade increasingly on a yield basis, and so may not
experience market value declines to the same extent as the underlying security. When the market price of the underlying security increases, the prices of the convertible securities tend to rise as a reflection of the value of the underlying
security.
Restricted and Illiquid Securities Risk The Fund
may invest up to 30% of its Managed Assets in illiquid securities which cannot be disposed of in seven days in the ordinary course of business at fair value. The Fund may purchase Rule 144A securities for which there is a secondary market of
qualified institutional buyers, as defined in Rule 144A promulgated under the 1933 Act. Rule 144A provides an exemption from the registration requirements of the 1933 Act for the resale of certain restricted securities to qualified institutional
buyers. Investing in 144A Securities may decrease the liquidity of the Funds portfolio to the extent that qualified institutional buyers become for a time uninterested in purchasing these restricted securities. The purchase price and
subsequent valuation of restricted and illiquid securities normally reflect a discount, which may be significant, from the market price of comparable securities for which a liquid market exists.
Investments purchased by the Fund, particularly debt securities and
over-the-counter traded instruments that are liquid at the time of purchase, may subsequently become illiquid due to events relating to the issuer of the securities,
markets events, economic conditions or investor perceptions. Domestic and foreign markets are becoming more and more complex and interrelated, so that events in one sector of the market or the economy, or in one geographical region, can reverberate
and have negative consequences for other market, economic or regional sectors in a manner that may not be reasonably foreseen. With respect to over-the-counter traded
securities, the continued viability of any over-the-counter secondary market depends on the continued willingness of dealers and other participants to purchase the
instruments.
In cases where no clear indication of the value of the Funds portfolio instruments is available, the portfolio
instruments will be valued at their fair value according to the valuation procedures approved by the Board of Trustees. These cases include, among others, situations where a security or other asset or liability does not have a price source.
Special Purpose Acquisition Companies Risk The Fund may invest in stock,
warrants, and other securities of special purpose acquisition companies (SPACs) or similar special purpose entities that pool funds to seek potential acquisition opportunities. Because SPACs and similar entities are in essence blank
check companies without operating history or ongoing business other than seeking acquisitions, the value of their securities is particularly dependent on the ability of the entitys management to identify and complete a profitable acquisition.
An investment in a SPAC is subject to a variety of risks, including that (i) a portion of the monies raised by the SPAC for the purpose of effecting an acquisition or merger may be expended prior to the transaction for payment of taxes and other
purposes; (ii) prior to any acquisition or merger, a SPACs assets are typically invested in government securities, money market funds and similar investments whose returns or yields may be significantly lower than those of the Funds
other investments; (iii) the Fund generally will not receive significant income from its investments in SPACs (both prior to and after any acquisition or merger) and, therefore, the Funds investments in SPACs will not significantly contribute
to the Funds distributions to shareholders; (iv) an attractive acquisition or merger target may not be identified at all, in which case the SPAC will be required to return any remaining monies to shareholders; (v) if an acquisition or merger
target is identified, the Fund may elect not to participate in the proposed transaction or the Fund may be required to divest its interests in the SPAC due to regulatory or other considerations, in which case the warrants or other rights with
respect to the SPAC held by the Fund may expire worthless or may be repurchased or retired by the SPAC at an unfavorable price; (vi) any proposed merger or acquisition may be unable to obtain the requisite approval, if any, of SPAC shareholders;
(vii) under any circumstances in which the Fund receives a refund of all or a portion of its original investment (which typically represents a pro rata share of the proceeds of the SPACs assets, less any applicable taxes), the returns on that
investment may be negligible, and the Fund may be subject to opportunity costs to the extent that alternative investments would have produced higher returns; (viii) to the extent an acquisition or merger is announced or completed, shareholders who
sell their shares prior to that time may not reap any resulting benefits; (ix) the Fund may be delayed in receiving any redemption or liquidation proceeds from a SPAC to which it is entitled; (x) an acquisition or merger once effected may prove
unsuccessful and an investment in the SPAC may lose value; (xi) an investment in a SPAC may be diluted by additional later offerings of interests in the SPAC or by other investors exercising existing rights to purchase shares of the SPAC; (xii) only
a thinly traded market for shares of or interests in a SPAC may develop, or there may be no market at all, leaving the Fund unable to sell its interest in a SPAC or to sell its interest only at a price below what the Fund believes is the SPAC
interests intrinsic value; and (xiii) the values of investments in SPACs may be highly volatile and may depreciate significantly over time.
From time to time, the Fund may serve as an anchor investor by purchasing a significant portion of the shares offered in a
SPACs initial public offering and may also enter into a forward purchase agreement or similar arrangement through which the Fund makes a non-binding commitment to purchase additional shares of the SPAC in the future and, in exchange, receives
certain private
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GOLDMAN SACHS MLP AND ENERGY RENAISSANCE FUND
rights and warrants issued by the SPAC (commonly referred to as founder
shares). Founder shares are subject to all of the risks described above and are also subject to restrictions on transferability, which significantly reduces their liquidity. In addition, the Fund may be required to forfeit all or a portion of
any founders shares it holds to the extent the Fund (i) does not purchase additional shares of the SPAC pursuant to the terms of any forward purchase agreement it enters into or (ii) sells shares that it purchased in the initial public offering
prior to the SPAC effecting a merger or acquisition. Further, because the money raised through the sale of founder shares is typically used as working capital to finance a SPACs operations prior to effecting an acquisition or merger, a
significant portion of the capital invested in founder shares may be expended prior to any acquisition or merger.
Tax
Risk Tax risks associated with investments in the Fund include but are not limited to the following:
MLP Tax Risk. Much of the benefit that the Fund may derive from its investment in equity securities of MLPs is a result of MLPs generally
being treated as partnerships for U.S. federal income tax purposes. Partnerships do not pay U.S. federal income tax at the partnership level. Rather, each partner is allocated a share of the partnerships income, gains, losses, deductions and
expenses. A change in current tax law or a change in the underlying business mix of a given MLP could result in an MLP being treated as a corporation for U.S. federal income tax purposes, which would result in the MLP being required to pay U.S.
federal income tax (as well as state and local income taxes) on its taxable income. Furthermore, an MLP could elect to reorganize as a taxable entity or corporation. There can be no guarantee that each MLP in which the Fund invests will remain
structured as an MLP. A restructuring by an MLP in which the Fund invests could alter the tax status of the Funds investment. The classification of an MLP as a corporation for U.S. federal income tax purposes would have the effect of reducing
the amount of cash available for distribution by the MLP. If any MLP in which the Fund invests were treated as a corporation for U.S. federal income tax purposes, it could result in a reduction of the value of the Funds investment in the MLP
and lower income to the Fund.
To the extent that the Fund invests in the equity securities of an MLP classified as a partnership, the Fund
will be required to include in its taxable income the Funds allocable share of the income, gains, losses and deductions recognized by each such MLP and take into account its allocable share of the MLPs tax credits, regardless of whether
the MLP distributes cash to the Fund. MLPs will provide such information to the Fund on a delayed basis. In addition, sales of MLP investments will result in allocations to the Fund of taxable ordinary income or loss and capital gain or loss, each
in amounts that will not be reported to the Fund until the following year, in magnitudes often not readily estimable before such reporting is made. Based upon a review of the historic results of the type of MLPs in which the Fund intends to invest,
the Fund expects that the cash distributions it will receive with respect its investments in equity securities of MLPs will exceed the taxable income allocated to the Fund from such MLPs. No assurance, however, can be given in this regard. If this
expectation is not realized, the Fund will have a larger corporate income tax expense than expected, which will result in less cash available to distribute to shareholders.
The portion of an MLPs distributions to the Fund which are not derived from the MLPs taxable income (return of capital
distributions) generally will not be taxable to the Fund unless the amount distributed exceeds the Funds basis in its interest in the MLP. Distributions received by the Fund from an MLP will reduce the Funds adjusted basis in its
interest in the MLP, but not below zero. A reduced basis generally will result in an increase in the amount of gain (or decrease in the amount of loss) that will be recognized by the Fund for tax purposes on the sale of its interest in the MLP.
Distributions from an MLP to the Fund in excess of the Funds basis in the MLP generally will be taxable to the Fund as capital gain. The Fund will not benefit from current favorable federal income tax rates on long-term capital gains because
it will be taxed as a corporation for federal income tax purposes. Furthermore, any return of capital distribution received from the MLP may require the Fund to restate the character of its distributions and amend any shareholder tax reporting
previously issued.
Historically, energy and certain other MLPs have been able to offset a significant portion of their taxable income with
tax deductions. The Fund will incur a current income tax liability on the portion of its share of the income and gain from each MLP investment that is not offset by its share of the MLPs tax deductions, by its share of the MLPs tax
credits or by the Funds net operating losses or net operating loss carryforwards, if any. The percentage of an MLPs income that is offset by the MLPs tax deductions will fluctuate over time. For example, new acquisitions of
depreciable property by MLPs tend to generate accelerated depreciation and other tax deductions, and therefore a decline in acquisition activity by such MLPs owned by the Fund could increase the Funds current tax liability. If the percentage
of the income allocated to the Fund that is offset by tax deductions declines, the Fund receives taxable dividends from C corporations that are not offset by deductions and/or by the Funds allocable share of net ordinary losses
with respect to investments in MLPs, any MLPs held convert to C corporations in taxable conversion or the Funds portfolio turnover increases, the Fund could incur increased tax liabilities and the portion of the distributions paid
by the Fund that is treated as tax-deferred return of capital would be reduced and the portion treated as taxable dividend income would be increased. This generally would result in lower after-tax distributions to shareholders. If the amount of the Funds distributions to U.S. shareholders exceeds the Funds current and accumulated earnings and profits, such excess will be treated first as
a tax-free return of capital to the extent of, and in reduction of, U.S. shareholders tax basis in the shares, and thereafter as capital gain. Any such capital gain will be long-term capital gain if such
U.S. shareholder has held the applicable shares for more than one year. The
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GOLDMAN SACHS MLP AND ENERGY RENAISSANCE FUND
portion of the distribution received by the U.S. shareholder from the Fund that constitutes a return of capital will decrease the U.S. Shareholders tax
basis in his or her Fund shares (but not below zero), which will result in an increase in the amount of gain (or decrease in the amount of loss) that will be recognized by the U.S. shareholder for tax purposes on the later sale of such Fund shares.
Depreciation or other cost recovery deductions passed through to the Fund from investments in MLPs in a given year generally will reduce
the Funds taxable income (and earnings and profits), but those deductions may be recaptured in the Funds taxable income (and earnings and profits) in subsequent years when the MLPs dispose of their assets or when the Fund disposes of its
interests in the MLPs. When deductions are recaptured, distributions to the Funds shareholders may be taxable, even though the shareholders at the time of the distribution might not have held shares in the Fund at the time the deductions were
taken by the Fund, and even though the Funds shareholders at the time of the distribution will not have corresponding economic gain on their shares at the time of the distribution.
The portion of the distributions received by the Fund each year that is considered a return of capital for tax purposes from the MLPs will not
be known until the Fund receives a schedule K-1 for that year with respect to each of its MLP investments. The Funds tax liability will not be known until the Fund completes its annual tax return. The
Funds tax estimates could vary substantially from the actual liability and therefore the determination of the Funds actual tax liability may have a material impact on the Funds NAV. The payment of corporate income taxes imposed on
the Fund will decrease cash available for distribution to shareholders.
Investment in MLP C Corporations. As discussed above, the
Fund may invest in MLPs taxed as C corporations. Such MLPs are obligated to pay federal income tax on their taxable income at the corporate tax rate and the amount of cash available for distribution by such MLPs would generally be reduced by any
such tax. Additionally, distributions received by the Fund would be taxed under federal income tax laws applicable to corporate dividends (as dividend income, potentially subject to the corporate dividends received deduction, return of capital, or
capital gain). Thus, investment in MLPs taxed as C corporations could result in a reduction of the value of your investment in the Fund and lower income, as compared to investments in MLPs that are classified as partnerships for tax purposes.
Fund Structure Risk. Unlike traditional mutual funds that are structured as regulated investment companies for U.S. federal income tax
purposes, the Fund will be taxable as a regular corporation, or C corporation, for U.S. federal income tax purposes. This means the Fund generally will be subject to U.S. federal income tax on its taxable income at the rates applicable
to corporations (currently a maximum rate of 21%), and will also be subject to state and local income taxes.
Over the long term, the Fund
intends to distribute substantially all of the Funds distributable cash flow received as cash distributions from MLPs, interest payments received on debt securities owned by the Fund and other payments on securities owned by the Fund, less
Fund expenses. The Fund currently anticipates making distributions to its shareholders each fiscal quarter out of legally available funds. Consequently, the Fund may maintain cash reserves, borrow or may be required to sell certain investments at
times when it would not otherwise be desirable to do so in order to pay the expenses of the Fund. Such sales could result in the Funds recognition of taxable income and gains, could result in the imposition of U.S. federal, state and local
corporate income taxes on the Fund, and may increase the Funds current and accumulated earnings and profits, which would result in a greater portion of distributions to Fund shareholders being treated as dividends. This practice also could
require the Fund to sell an investment at a price lower than the price at which it is valued, or lower than the price the Fund could have obtained if it were able to sell the investment at a more advantageous time.
Unlike the MLP investments in which it invests, the Fund is not a pass-through vehicle. Consequently, the tax characterization of the
distributions paid by the Fund, as dividend income or return of capital, may differ greatly from those of the underlying MLPs.
Changes in
tax laws or regulations, or future interpretations of such laws or regulations, could adversely affect the Fund or the MLPs in which the Fund invests. Legislation could also negatively impact the amount and tax characterization of dividends received
by the Funds shareholders. For example, Congress could take action which would eliminate the tax benefits of depreciation, depletion and amortization deductions realized by MLPs. Alternatively, Congress could impose a tax on pass-through
entities such as MLPs or eliminate the use of pass-through taxation entirely. The tax benefits of depreciation, depletion and amortization deductions realized by MLPs effectively defer the income of the MLPs and, in turn, the taxable income of the
Fund. Without these benefits the Fund would be subject to current U.S. federal, state and local corporate income taxes on a greater proportion of its allocable share of the income and gains of MLPs in which it invests, and the Funds ability to
pay distributions treated as return-of-capital distributions (for tax purposes) or as capital gains would be reduced. Imposing a tax on pass-through entities and/or
eliminating the use of pass-through taxation entirely could result in three levels of taxat the MLP level, the Fund level and the shareholder level.
Tax Estimation/NAV Risk. Because the Fund is treated as a regular corporation, or a C corporation, for U.S. federal income
tax purposes, the Fund will incur tax expenses. In calculating the Funds NAV, the Fund will account for its current taxes and deferred tax liability and/or asset balances.
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The Fund will accrue a deferred income tax liability balance at the rates
applicable to corporations, plus an estimated state and local income tax rate, for its future tax liability associated with the capital appreciation of its investments and the distributions received by the Fund on equity securities of MLPs
considered to be return of capital and for any net operating gains. Any deferred tax liability balance will reduce the Funds NAV which could have an effect on the market price of the shares. Upon the Funds sale of its interest in an MLP,
the Fund may be liable for previously deferred taxes. The Fund may also accrue a deferred tax asset balance, which reflects an estimate of the Funds future tax benefit associated with net operating losses and unrealized losses. Deferred tax
assets may constitute a relatively high percentage of the Funds NAV, thereby increasing the Funds NAV which could have an effect on the market price of the shares. To the extent the Fund has a deferred tax asset balance, the Fund will
assess whether a valuation allowance, which would offset the value of some or all of the Funds deferred tax asset balance, is required, considering all positive and negative evidence related to the realization of the Funds deferred tax
asset. To the extent a valuation allowance differs from the estimates of the Fund used in calculating the Funds NAV, the application of such valuation allowance could have a material impact on the Funds NAV which could have an effect on
the market price of the shares.
An estimate of current taxes and deferred tax liability and/or asset balances is dependent upon the
Funds net investment income and unrealized gains on investments and such expenses may vary greatly from year to year depending on the nature of the Funds investments, the performance of those investments and general market conditions.
Therefore, any estimate of current taxes and deferred income tax liability and/or asset balances cannot be reliably predicted from year to year.
The Funds deferred tax liability and/or asset balances are estimated using estimates of effective tax rates expected to apply to taxable
income in the years such balances are realized. The Fund will rely to some extent on information provided by MLPs regarding the tax characterization of the distributions made by such MLPs, which may not be provided to the Fund on a timely basis, to
estimate the Funds current taxes and deferred tax liability and/or asset balances for purposes of financial statement reporting and determining its NAV. The Funds estimates regarding its current taxes and deferred tax liability and/or
asset balances are made in good faith; however, the daily estimate of the Funds current taxes and deferred tax liability and/or asset balances used to calculate the Funds NAV could vary dramatically from the Funds actual tax
liability or benefit, and, as a result, the determination of the Funds actual tax liability or benefit may have a material impact on the Funds NAV. From time to time, the Fund may modify its estimates or assumptions regarding its current
taxes and deferred tax liability and/or asset balances as new information becomes available. Modifications of the Funds estimates or assumptions regarding its current taxes and deferred tax liability and/or asset balances and any applicable
valuation allowance, changes in generally accepted accounting principles or related guidance or interpretations thereof, limitations imposed on net operating losses (if any) and changes in applicable tax law could result in increases or decreases in
the Funds NAV, which could be material. Unexpected significant decreases in cash distributions from the Funds MLP investments or significant declines in the fair value of its investments may change the Funds assessment regarding
the recoverability of its deferred tax assets and may result in a valuation allowance. If a valuation allowance is required to reduce any deferred tax asset in the future, it could have a material impact on the Funds NAV and results of
operations with respect to the Funds shareholders in the period it is recorded, even though the shareholders at such time might not have held shares in the Fund at the time the deferred tax asset had been established.
The Fund may acquire its target assets in varying increments at different prices over time, and the tax basis of each security may vary
depending on the Funds receipt of one or more distributions characterized as returns of capital during the Funds holding period of that security. The tax basis of a security may differ significantly from the original cost or the current
market value of the security, which if sold, may subject the Fund to taxation on the value received in excess of the adjusted tax basis, even if the sale price of the security is lower than its original acquisition cost. Additionally, distributions
of earnings realized by the Fund from the sale of the security would generally be treated as taxable dividend income, as opposed to a non-taxable return of capital. It will be difficult for you to monitor the
adjusted tax basis of each individual security in the portfolio, and therefore difficult to estimate the potential for embedded taxable gains if a security were to be sold at the current market price.
The Tax Cuts and Jobs Act (the Act) reduced the general statutory U.S. federal corporate income tax rate from 35% to 21%, limited
the use of net operating losses to offset future taxable income, placed limitations on the deductibility of interest expense, repealed the corporate alternative minimum tax, and made other changes which may have effects on the Fund and on the MLPs
in which the Fund invests.
Foreign Investments Risk The Fund may
make foreign investments. Foreign investments involve special risks that are not typically associated with U.S. dollar denominated or quoted securities of U.S. issuers. Foreign investments may be affected by changes in currency rates, changes in
foreign or U.S. laws or restrictions applicable to such investments and changes in exchange control regulations (e.g., currency blockage). A decline in the exchange rate of the currency (i.e., weakening of the currency against the U.S. dollar) in
which a portfolio security is quoted or denominated relative to the U.S. dollar would reduce the value of the portfolio security. In addition, if the currency in which the Fund receives dividends, interest or other payments declines in value against
the U.S. dollar before such income is distributed as dividends to shareholders or converted to U.S. dollars, the Fund may have to sell portfolio securities to obtain sufficient cash to pay such dividends.
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Certain foreign markets may rely heavily on particular industries or foreign capital and are more vulnerable to diplomatic developments, the
imposition of economic sanctions against a particular country or countries, organizations, entities and/or individuals, changes in international trading patterns, trade barriers, and other protectionist or retaliatory measures. International trade
barriers or economic sanctions against foreign countries, organizations, entities and/or individuals may adversely affect the Funds foreign holdings or exposures.
Brokerage commissions, custodial services and other costs relating to investment in international securities markets generally are more
expensive than in the United States. In addition, clearance and settlement procedures may be different in foreign countries and, in certain markets, such procedures have been unable to keep pace with the volume of securities transactions, thus
making it difficult to conduct such transactions. Foreign issuers are generally subject to less uniform accounting, auditing and financial reporting standards, less stringent investor protections and disclosure standards comparable to those
applicable to U.S. issuers. There may be less publicly available information about a foreign issuer than about a U.S. issuer. In addition, there is generally less government regulation of foreign markets, companies and securities dealers than in the
United States, and the legal remedies for investors may be more limited than the remedies available in the United States and the ability of U.S. authorities (e.g., SEC and the U.S. Department of Justice) to bring actions against bad actors may be
limited. Foreign securities markets may have substantially less volume than U.S. securities markets and securities of many foreign issuers are less liquid and more volatile than securities of comparable domestic issuers. Furthermore, with respect to
certain foreign countries, there is a possibility of nationalization, expropriation or confiscatory taxation, imposition of withholding or other taxes on dividend or interest payments (or, in some cases, capital gains distributions), limitations on
the removal of funds or other assets from such countries, and risks of political or social instability or diplomatic developments which could adversely affect investments in those countries.
Certain foreign investments may become less liquid in response to social, political or market developments or adverse investor perceptions, or
become illiquid after purchase by the Fund, particularly during periods of market turmoil. Certain foreign investments may become illiquid when, for instance, there are few, if any, interested buyers and sellers or when dealers are unwilling to make
a market for certain securities. When the Fund holds illiquid investments, its portfolio may be harder to value, especially in changing markets.
Concentration of the Funds assets in one or a few countries and currencies will subject the Fund to greater risks than if the Funds
assets were not geographically concentrated.
Investments in foreign securities may take the form of sponsored and unsponsored American
Depositary Receipts (ADRs), Global Depositary Receipts (GDRs), European Depositary Receipts (EDRs) or other similar instruments representing securities of foreign issuers. ADRs, GDRs and EDRs represent the right
to receive securities of foreign issuers deposited in a bank or other depository. ADRs and certain GDRs are traded in the United States. GDRs may be traded in either the United States or in foreign markets. EDRs are traded primarily outside the
United States. Prices of ADRs are quoted in U.S. dollars. EDRs and GDRs are not necessarily quoted in the same currency as the underlying security.
Private Company Investments Risk Private companies are not subject to SEC reporting requirements, are not required to maintain their accounting records in accordance
with generally accepted accounting principles, and are not required to maintain effective internal controls over financial reporting. As a result, the Investment Adviser may not have timely or accurate information about the business, financial
condition and results of operations of the private companies in which the Fund invests. There is risk that the Fund may invest on the basis of incomplete or inaccurate information, which may adversely affect the Funds investment performance.
Private companies in which the Fund may invest may have limited financial resources, shorter operating histories, more asset concentration risk, narrower product lines and smaller market shares than larger businesses, which tend to render them more
vulnerable to competitors actions and market conditions, as well as general economic downturns. These companies generally have less predictable operating results, may from time to time be parties to litigation, may be engaged in rapidly
changing businesses with products subject to a substantial risk of obsolescence, and may require substantial additional capital to support their operations, finance expansion or maintain their competitive position. These companies may have
difficulty accessing the capital markets to meet future capital needs, which may limit their ability to grow or to repay their outstanding indebtedness upon maturity. In addition, the Funds investment also may be structured as pay-in-kind securities with minimal or no cash interest or dividends until the company meets certain growth and liquidity objectives. The securities of private portfolio
companies are illiquid, making it difficult for the Fund to sell such investments.
Pre-IPO Investments Risk Pre-IPO companies typically have limited operating histories, narrower, less established product lines and smaller market shares than larger businesses, which tend to render them more vulnerable to competitors
actions, market conditions and consumer sentiment in respect of their products or services, as well as general economic downturns. Such companies may experience operating losses, which may be substantial, and there can be no assurance when or if
such companies will operate at a profit. At the time of the Funds investment, there is generally little publicly available information about these businesses since they are primarily privately owned and the Fund may only have access to the
companys actual financial results as of and for the
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most recent quarter end or, in certain cases, the quarter end preceding the most recent
quarter end. There can be no assurance that the information that the Fund does obtain with respect to any investment is reliable. Pre-IPO companies may have limited financial resources and may be unable to
meet their obligations under their existing credit facilities (to the extent that such facilities exist), which may lead to equity financings, possibly at discounted valuations, in which the Fund could be substantially diluted if the Fund does not
or cannot participate, bankruptcy or liquidation and the corresponding reduction in value or loss of the Funds investment. Pre-IPO companies are more likely to depend on the management talents and
efforts of a small group of persons; therefore, the death, disability, resignation or termination of one or more of these persons could have a material adverse impact on the company and, in turn, on the Fund. Continued global economic uncertainty
could also result in investors becoming more risk-averse, which in turn could reduce the amount of growth capital available to the companies from both existing and new investors, could adversely affect their operating performance, and could delay
liquidity paths (for example, an IPO or strategic sale/merger) for the companies. The securities of private portfolio companies are illiquid, and the inability of these portfolio companies to complete an IPO within the targeted time frame will
extend the holding period of the Funds investments and may adversely affect the value of these investments.
Initial
Public Offering Risk An IPO is a companys first offering of stock to the public. IPO risk is the risk that the market value of IPO shares will fluctuate considerably due to factors
such as the absence of a prior public market, unseasoned trading, the small number of shares available for trading and limited information about the issuer. The purchase of IPO shares may involve high transaction costs. IPO shares are subject to
market risk and liquidity risk. When the Funds asset base is small, a significant portion of the Funds performance could be attributable to investments in IPOs, because such investments would have a magnified impact on the Fund. As the
Funds assets grow, the effect of the Funds investments in IPOs on the Funds performance probably will decline, which could reduce the Funds performance. Because of the price volatility of IPO shares, the Fund may choose to
hold IPO shares for a very short period of time. This may increase the turnover of the Funds portfolio and may lead to increased expenses to the Fund, such as commissions and other transaction costs. The Fund will generally be subject to tax
on the sale of IPO shares at a gain. In addition, the market for IPO shares can be speculative and/or inactive for extended periods of time. There is no assurance that the Fund will be able to obtain allocable portions of IPO shares. The limited
number of shares available for trading in some IPOs may make it more difficult for the Fund to buy or sell significant amounts of shares without an unfavorable impact on prevailing prices. Investors in IPO shares can be affected by substantial
dilution in the value of their shares, by sales of additional shares and by concentration of control in existing management and principal shareholders.
Interest Rate Risk When interest rates increase, fixed income
securities or instruments held by the Fund, including MLPs, will generally decline in value. Long-term fixed income securities or instruments will normally have more price volatility because of this risk than short-term fixed income securities or
instruments. Rising interest rates could increase the costs of capital thereby increasing operating costs and reducing the ability of MLPs and other companies operating in the energy sector to carry out acquisitions or expansions in a cost-effective
manner. As a result, rising interest rates could negatively affect the financial performance of MLPs and other companies operating in the energy sector. Rising interest rates may also impact the price of the securities of MLPs and other companies
operating in the energy sector as the yields on alternative investments increase.
Interest rates in the United States are currently
at historically low levels. Certain countries have experienced negative interest rates on certain fixed-income instruments. Very low or negative interest rates may magnify interest rate risk. Changing interest rates, including rates that fall below
zero, may have unpredictable effects on markets, may result in heightened market volatility and may detract from Fund performance to the extent the Fund is exposed to such interest rates and/or volatility.
The Fund may enter into a swap or cap transaction to attempt to protect itself from increasing dividend or interest expenses resulting from
increasing short-term rates. A decline in interest rates may result in a decline in the value of the swap or cap, which may result in a decline in the NAV of the Fund. A sudden and dramatic decline in interest rates may result in a significant
decline in the NAV of the Fund.
Liquidity Risk Although the
equity securities of the MLPs in which the Fund invests generally trade on major stock exchanges, certain securities may trade less frequently, particularly those of MLPs and other issuers with smaller capitalizations. Securities with limited
trading volumes may display volatile or erratic price movements. Also, the Fund may make investments that may become less liquid in response to market developments or adverse investor perceptions. In addition, the Fund may be one of the largest
investors in certain sub-sectors of the energy or natural resource sectors. Thus, it may be more difficult for the Fund to buy and sell significant amounts of such securities without an unfavorable impact on
prevailing market prices. Larger purchases or sales of these securities by the Fund in a short period of time may cause abnormal movements in the market price of these securities. When there is no willing buyer and investments cannot be readily sold
at the desired time or price, the Fund may have to accept a lower price or may not be able to sell the security or instrument at all. An inability to sell one or more portfolio positions can adversely affect the Funds value or prevent the Fund
from being able to take advantage of other investment opportunities. During certain periods the liquidity of particular issuers or industries, or all securities within particular investment categories, may shrink or disappear suddenly
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and without warning as a result of adverse economic, market or political events, or adverse investor perceptions, whether or not accurate.
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. Liquidity risk may also refer to the risk that the Fund will not be able to pay redemption proceeds within the allowable time period because of unusual market conditions, an unusually
high volume of redemption requests, or other reasons. To meet redemption requests, the Fund may be forced to sell securities at an unfavorable time and/or under unfavorable conditions. Redemptions by large shareholders may have a negative impact on
the Funds liquidity.
Valuation Risk Market prices may
not be readily available for some of the Funds investments, including MLP subordinated units, direct ownership of general partner or managing member interests and restricted or unregistered securities of certain MLPs and private companies. The
value of such securities is determined by fair valuations determined by the Board of Trustees or its designee pursuant to procedures governing the valuation of portfolio securities adopted by the Board of Trustees. Proper valuation of such
securities may require more reliance on the judgment of the Investment Adviser than for valuation of securities for which an active trading market exists. As a limited partner in MLPs, the Fund includes its allocable share of the MLPs, taxable
income in computing its own taxable income. Deferred income taxes in the financial statements of the Fund reflect (i) taxes on unrealized gains/losses, which are attributable to the temporary difference between fair market value and the tax
basis of the Funds assets, (ii) the net tax effects of temporary differences between the carrying amounts of such assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and (iii) the net
tax benefit of accumulated net operating losses. To the extent the Fund has a deferred tax asset, consideration is given as to whether or not a valuation allowance is required. In the assessment for a valuation allowance, consideration is given to
all positive and negative evidence related to the realization of the deferred tax asset. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability (which
are highly dependent on future MLP cash distributions), the duration of statutory carryforward periods and the associated risk that operating loss carryforwards may expire unused.
Natural Resources Risk The Fund may invest in MLPs and companies
principally engaged in owning or developing non-energy natural resources (including timber and minerals) and industrial materials, or supplying goods or services to such companies. The Funds investments
in natural resources issuers (including MLPs) will be subject to the risk that prices of these investments may fluctuate widely in response to the level and volatility of commodity prices; exchange rates; import controls; domestic and global
competition; environmental regulation and liability for environmental damage; mandated expenditures for safety or pollution control; the success of exploration projects; depletion of resources; tax policies; and other governmental regulation.
Investments in natural resources issuers can be significantly affected by changes in the supply of or demand for natural resources. The value of investments in natural resources issuers may be adversely affected by a change in inflation.
Mid-Cap and Small-Cap Risk Investments in mid- and small-capitalization companies involve greater risk and portfolio price volatility than investments in larger capitalization stocks. Among
the reasons for the greater price volatility of these investments are the less certain growth prospects of smaller firms and the lower degree of liquidity in the markets for such securities. Mid- and
small-capitalization companies may be thinly traded and may have to be sold at a discount from current market prices or in small lots over an extended period of time. In addition, these securities are subject to the risk that during certain periods
the liquidity of particular issuers or industries, or all securities in particular investment categories, will shrink or disappear suddenly and without warning as a result of adverse economic or market conditions, or adverse investor perceptions
whether or not accurate. Because of the lack of sufficient market liquidity, the Fund may incur losses because it will be required to effect sales at a disadvantageous time and only then at a substantial drop in price.
Mid- and small-capitalization companies include unseasoned issuers that do not have an established financial history; often have limited product lines, markets or financial resources; may depend on
or use a few key personnel for management; and may be susceptible to losses and risks of bankruptcy.
Mid- and small-capitalization companies may be operating at a loss or have significant variations in
operating results; may be engaged in a rapidly changing business with products subject to a substantial risk of obsolescence; may require substantial additional capital to support their operations, to finance expansion or to maintain their
competitive position; and may have substantial borrowings or may otherwise have a weak financial condition. In addition, these companies may face intense competition, including competition from companies with greater financial resources, more
extensive development, manufacturing, marketing, and other capabilities, and a larger number of qualified managerial and technical personnel. Transaction costs for these investments are often higher than those of larger capitalization companies.
Investments in mid- and small-capitalization companies may be more difficult to price precisely than other types of securities because of their characteristics and lower trading volumes.
Cash Flow Risk The Fund expects that a substantial portion of the
cash flow it receives will be derived from its investments in equity securities of MLPs. The amount and tax characterization of cash available for distribution by an MLP depends upon the
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amount of cash generated by such entitys operations. Cash available for
distribution by MLPs will vary widely from quarter to quarter and is affected by various factors affecting the entitys operations. In addition to the risks described herein, operating costs, capital expenditures, acquisition costs,
construction costs, exploration costs and borrowing costs may reduce the amount of cash that an MLP has available for distribution in a given period.
Capital Market Risk Global financial markets and economic conditions have been, and continue to be, volatile due to a variety of factors. The cost of raising capital
in the debt and equity capital markets has increased substantially while the ability to raise capital from those markets has diminished significantly. In particular, as a result of concerns about the general stability of financial markets and
specifically the solvency of lending counterparties, the cost of raising capital from the credit markets generally has increased as many lenders and institutional investors have increased interest rates, enacted tighter lending standards, refused to
refinance debt on existing terms or at all and reduced, or in some cases ceased to provide, funding to borrowers. In addition, lending counterparties under existing revolving credit facilities and other debt instruments may be unwilling or unable to
meet their funding obligations. Due to these factors, MLPs may be unable to obtain new debt or equity financing on acceptable terms or at all and therefore MLPs may not be able to meet their obligations as they come due. Moreover, without adequate
funding, MLPs may be unable to execute their growth strategies, complete future acquisitions, take advantage of other business opportunities or respond to competitive pressures, any of which could have a material adverse effect on their revenues and
results of operations.
Competition Risk A number of
alternatives exist for investing in a portfolio of MLPs and their affiliates, including other publicly traded investment companies, structured notes, private funds, open-end funds and indexed products. These
competitive conditions may adversely impact the Funds ability to meet its investment objective, which in turn could adversely impact our ability to make distributions or interest or Preferred Share distribution payments.
Royalty Trust Risk Royalty trusts are exposed to many of the same risks
as other MLPs. The value of the equity securities of the royalty trusts in which the Fund invests may fluctuate in accordance with changes in the financial condition of those royalty trusts, the condition of equity markets generally, commodity
prices, and other factors. Distributions on royalty trusts in which the Fund may invest will depend upon the declaration of distributions from the constituent royalty trusts, but there can be no assurance that those royalty trusts will pay
distributions. Typically royalty trusts own the rights to royalties on the production and sales of a natural resource, including oil, gas, minerals and timber. As these deplete, production and cash flows steadily decline, which may decrease
distributions. The declaration of such distributions generally depends upon various factors, including the operating performance and financial condition of the royalty trust and general economic conditions.
In many circumstances, the royalty trusts in which the Fund may invest may have limited operating histories. The value of royalty trust
securities depends on factors that are not within the Funds control, including the financial performance of the respective issuers, interest rates, exchange rates and commodity prices (which will vary and are determined by supply and demand
factors including weather and general economic and political conditions), the hedging policies employed by such issuers, issues relating to the regulation of the energy industry and operational risks relating to the energy industry.
Credit/Default Risk An issuer or guarantor of fixed income securities or
instruments held by the Fund (which may have low credit ratings) may default on its obligation to pay interest and repay principal or default on any other obligation. The credit quality of the Funds portfolio securities or instruments may meet
the Funds credit quality requirements at the time of purchase but then deteriorate thereafter, and such a deterioration can occur rapidly. In certain instances, the downgrading or default of a single holding or guarantor of the Funds
holding may impair the Funds liquidity and have the potential to cause significant NAV deterioration.
Debt securities rated
BBB or higher by Standard & Poors or Baa3 or higher by Moodys or having a comparable credit rating by another NRSRO are considered investment grade. Securities rated BBB or Baa3 are considered
medium-grade obligations with speculative characteristics, and adverse economic conditions or changing circumstances may weaken their issuers capacity to pay interest and repay principal. For the purpose of determining compliance with any
credit rating requirement, the Fund assigns a security, at the time of purchase, the highest rating by an NRSRO if the security is rated by more than one NRSRO. Therefore, a security will be deemed to have met a rating requirement if it receives the
minimum required rating from at least one such rating organization even though it has been rated below the minimum rating by one or more other rating organizations, or if unrated by such rating organizations, the security is determined by the
Investment Adviser to be of comparable credit quality.
Strategy Risk
The Funds strategy of investing significantly in MLPs, resulting in its being taxed as a regular corporation, or a C corporation, rather than as a regulated investment company for U.S. federal income tax purposes, is a
relatively new investment strategy for funds. This strategy involves complicated and in some cases unsettled accounting, tax and valuation issues that may result in unexpected and potentially significant consequences for the Fund and its
shareholders. In addition, accounting, tax and valuation procedures in this area are still developing, and there may not always be a clear consensus among industry participants as to the most appropriate approach. This may result in changes over
time in the Funds accounting, tax and valuation practices, which, in turn, could have material adverse consequences on the Fund and its shareholders.
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Other Investment Company Risk Subject to the limitations set forth in
the 1940 Act and the Funds governing documents or as otherwise permitted by the SEC, the Fund may acquire shares in other investment companies. By investing in other investment companies (including ETFs) indirectly through the Fund, investors
will incur a proportionate share of the expenses of the other investment companies held by the Fund (including operating costs and investment management fees) in addition to the fees regularly borne by the Fund. In addition, the Fund will be
affected by the investment policies, practices and performance of such investment companies in direct proportion to the amount of assets the Fund invests therein.
ETNs Risk ETNs are senior, unsecured, unsubordinated debt securities
issued by a sponsoring financial institution. The returns on an ETN are linked to the performance of particular securities, market indices, or strategies, minus applicable fees. ETNs are traded on an exchange (e.g., the New York Stock Exchange)
during normal trading hours; however, investors may also hold an ETN until maturity. At maturity, the issuer of an ETN pays to the investor a cash amount equal to the principal amount, subject to application of the relevant securities, index or
strategy factor. Similar to other debt securities, ETNs have a maturity date and are backed only by the credit of the sponsoring institution. ETNs are subject to credit risk. The value of an ETN may be influenced by time to maturity, level of supply
and demand for the ETN, volatility and lack of liquidity in underlying assets, changes in the applicable interest rates, changes in the issuers credit rating, and economic, legal, political or geographic events that affect the underlying
assets. When the Portfolio invests in ETNs, it will bear its proportionate share of any fees and expenses borne by the ETN. Although an ETN is a debt security, it is unlike a typical bond, in that there are no periodic interest payments and
principal is not protected. The timing and character of income and gains from ETNs may be affected by future legislation.
Non-Diversification Risk The Fund is non-diversified, meaning that the Fund is
permitted to invest more of its assets in fewer issuers than diversified funds. Thus, the Fund may be more susceptible to adverse developments affecting any single issuer held in its portfolio, and may be more susceptible to greater
losses because of these developments.
Anti-Takeover Provisions Risk
The Funds Declaration of Trust and Amended and Restated Bylaws include provisions that could limit the ability of other entities or persons to acquire control of the Fund or convert the Fund to
open-end status or to change the composition of the Board. Such provisions could limit the ability of shareholders to sell their shares at a premium over prevailing market prices by discouraging a third party
from seeking to obtain control of the Fund.
Temporary Defensive Strategies Risk When the Investment Adviser anticipates unusual market or other conditions, the Fund may temporarily depart from its primary investment strategy as a defensive measure and invest all or a portion of its
assets in obligations of the U.S. Government; commercial paper rated at least A-2 by S&P, P-2 by Moodys or having a comparable rating by another NRSRO (or, if
unrated, determined by the Investment Adviser to be of comparable credit quality); certificates of deposit; bankers acceptances; repurchase agreements; non-convertible preferred stocks and non-convertible corporate bonds with a remaining maturity of less than one year; ETFs; other investment companies; cash items; or any other fixed income securities that the Investment Adviser considers consistent
with this strategy. To the extent that the Fund invests defensively, it may not achieve its investment objective.
REIT Risk Risks associated with investments such as REITs,
pooled investment vehicles that invest primarily in either real estate or real estate related loans, in the real estate industry include, among others: possible declines in the value of real estate; risks related to general and local economic
conditions; possible lack of availability of mortgage financing, variations in rental income, neighborhood values or the appeal of property to tenants; interest rates; overbuilding; extended vacancies of properties; increases in competition,
property taxes and operating expenses; and changes in zoning laws. REITs whose underlying properties are concentrated in a particular industry or geographic region are 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. 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.
Market Disruption and Geopolitical Risk The aftermath of the war in Iraq, instability in Afghanistan, Pakistan, Egypt, Libya, Syria, Russia, Ukraine and the Middle
East, possible terrorist attacks in the United States and around the world, growing social and political discord in the United States, the European debt crisis, the response of the international communitythrough economic sanctions and
otherwise to Russias annexation of the Crimea region of Ukraine and posture vis-a-vis Ukraine, increasingly strained relations between the United
States and a number of foreign countries, including traditional allies, such as certain European countries, and historical adversaries, such as North Korea, Iran, China and Russia, and the international community generally, new and continued
political unrest in various countries, such as Venezuela and Spain, the United Kingdoms pending withdrawal from the EU and the resulting profound and uncertain impacts on the economic and political future of the United Kingdom, the exit or
potential exit of one or more countries from the EU or the EMU, the EU and global financial markets, further downgrade of U.S. Government securities, the change in the U.S. president and the new administration, global pandemics, disease outbreak or
other public health concerns, such as outbreaks of novel coronavirus, and other similar events, may have long-term
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effects on the U.S. and worldwide financial markets and may cause further economic
uncertainties in the United States and worldwide. The Fund does not know and cannot predict how long the securities markets may be affected by these events and the effects of these and similar events in the future on the U.S. economy and securities
markets. The Fund may be adversely affected by abrogation of international agreements and national laws which have created the market instruments in which the Fund may invest, failure of the designated national and international authorities to
enforce compliance with the same laws and agreements, failure of local, national and international organization to carry out their duties prescribed to them under the relevant agreements, revisions of these laws and agreements which dilute their
effectiveness or conflicting interpretation of provisions of the same laws and agreements. The Fund may be adversely affected by uncertainties such as terrorism, international political developments, and changes in government policies, taxation,
restrictions on foreign investment and currency repatriation, currency fluctuations and other developments in the laws and regulations of the countries in which it is invested.
U.S. Government Securities Risk The U.S. government may not provide
financial support to U.S. government agencies, instrumentalities or sponsored enterprises if it is not obligated to do so by law. U.S. Government Securities issued by those agencies, instrumentalities and sponsored enterprises, including those
issued by the Federal National Mortgage Association (Fannie Mae), Federal Home Loan Mortgage Corporation (Freddie Mac) and the Federal Home Loan Banks, are neither issued nor guaranteed by the U.S. Treasury and, therefore,
are not backed by the full faith and credit of the United States. The maximum potential liability of the issuers of some U.S. Government Securities held by the Fund may greatly exceed their current resources, including any legal right to support
from the U.S. Treasury. It is possible that issuers of U.S. Government Securities will not have the funds to meet their payment obligations in the future. Fannie Mae and Freddie Mac have been operating under conservatorship, with the Federal Housing
Finance Administration (FHFA) acting as their conservator, since September 2008. The entities are dependent upon the continued support of the U.S. Department of the Treasury and FHFA in order to continue their business operations. These
factors, among others, could affect the future status and role of Fannie Mae and Freddie Mac and the value of their securities and the securities which they guarantee. Additionally, the U.S. government and its agencies and instrumentalities do not
guarantee the market values of their securities, which may fluctuate.
Potential Conflicts of Interest Risk The Investment Advisers investment team is often responsible for managing the Fund as well as one or more funds and other accounts, including proprietary accounts, separate accounts and other pooled
investment vehicles, such as unregistered hedge funds. A portfolio manager may manage a separate account or other pooled investment vehicle which may have materially higher fee arrangements than the Fund and may also have a performance-based fee.
The side-by-side management of these funds may raise potential conflicts of interest relating to cross trading, the allocation of investment opportunities and the
aggregation and allocation of trades. See Activities of Goldman Sachs and its Affiliates and Other Accounts Managed by Goldman Sachs.
The Investment Adviser has a fiduciary responsibility to manage all client accounts in a fair and equitable manner. The Investment Adviser seeks
to provide best execution of all securities transactions and aggregate and then allocate securities to client accounts in a fair and timely manner. To this end, the Investment Adviser has developed policies and procedures designed to mitigate and
manage the potential conflicts of interest that may arise from side-by-side management. In addition, the Investment Adviser and the Fund have adopted policies limiting
the circumstances under which cross-trades may be effected between the Fund and another client account. The Investment Adviser conducts periodic reviews of trades for consistency with these policies.
Dividend-Paying Investments Risk The Funds 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 Funds 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.
Non-Investment Grade Securities Risk
The Fund may invest in securities that are rated, at the time of investment, non-investment grade quality (rated Ba/BB or below), or securities that are unrated but determined to be of
comparable quality by the Investment Adviser. Securities of non-investment grade quality are regarded as having predominantly speculative characteristics
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GOLDMAN SACHS MLP AND ENERGY RENAISSANCE FUND
with respect to the issuers capacity to pay interest and repay principal, and are commonly referred to as junk bonds. Non-investment grade securities and unrated securities of comparable credit quality are subject to the increased risk of an issuers inability to meet principal and interest payment obligations. The value of
high yield, lower quality bonds is affected by the creditworthiness of the issuers of the securities and by general economic and specific industry conditions. These securities may be subject to greater price volatility due to such factors as
specific corporate or municipal developments, interest rate sensitivity, negative perceptions of the junk bond markets generally and less secondary market liquidity. Issuers of high yield bonds are not as strong financially as those with higher
credit ratings. These issuers are more vulnerable to financial setbacks and recession than more creditworthy issuers, which may impair their ability to make interest and principal payments. Non-investment
grade securities may be particularly susceptible to economic downturns, specific corporate or municipal developments, interest rate sensitivity, negative perceptions of the junk bond markets generally and less secondary market liquidity. An economic
recession could disrupt severely the market for such securities and may have an adverse impact on the value of such securities. In addition, any such economic downturn could adversely affect the ability of the issuers of such securities to repay
principal and pay interest thereon and increase the incidence of default for such securities. Non-investment grade securities, though higher yielding, are characterized by high risk. They may be subject to
certain risks with respect to the issuing entity and to greater market fluctuations than certain lower yielding, higher rated securities. The retail secondary market for non-investment grade securities may be
less liquid than that for higher rated securities. Adverse conditions could make it difficult at times for the Fund to sell certain securities or could result in lower prices than those used in calculating the Funds NAV. Because of the
substantial risks associated with investments in non-investment grade securities, you could lose money on your investment in shares of the Fund, both in the short-term and the long-term.
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