N-CSRS 1 n-csrs.htm n-csrs.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM N-CSR
 
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
 
Investment Company Act file number           811-22466   
 
        ASGI Agility Income Fund      
(Exact name of registrant as specified in charter)
 
c/o Alternative Strategies Group, Inc.
401 South Tryon Street
       Charlotte, NC 28202      
(Address of principal executive offices) (Zip code)
 
Lloyd Lipsett
Wells Fargo Law Department
J9201-210
200 Berkeley Street
       Boston, MA  02116      
 (Name and address of agent for service)
 
Registrant's telephone number, including area code: (866) 440-7460
 
Date of fiscal year end:  September 30
 
Date of reporting period:  March 31, 2014
 
Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.
 
A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.
 
 
 

 
Item 1. Reports to Stockholders.
 
The Report to Shareholders is attached herewith.
 
 
 
 
 
 
 
 
 
ASGI Agility Income Fund
 
Financial Statements as of and for the
Six Month Period Ended March 31, 2014
 
 
 
 
 
 
 
 
 
 
 
 

 
ASGI Agility Income Fund

Table of Contents

 
Page
   
Schedule of Investments
1
   
Statement of Assets, Liabilities and Net Assets
3
   
Statement of Operations
4
   
Statements of Changes in Net Assets
5
   
Statement of Cash Flows
6
   
Financial Highlights
7
   
Notes to Financial Statements
9
   
Supplemental Information
23
 
 
 

 
ASGI Agility Income Fund
 
Schedule of Investments (unaudited)
As of March 31, 2014

 
Strategy
Investments
 
Shares
   
Cost
   
Fair Value
 
Mutual Funds - 27.65%
     Equity - 11.16%
 
 
Lazard Global Listed Infrastructure Portfolio
    1,440,247     $ 17,421,995     $ 20,206,672  
 
The GMO Quality Fund
    832,773       18,864,060       21,177,411  
                        41,384,083  
     Fixed Income - 16.49%
                         
 
Federated Bond Fund
    1,443,852       13,373,104       13,658,843  
 
Harbor High-Yield Bond Fund
    1,791,218       19,567,557       19,703,399  
 
Stone Harbor Emerging Market Debt Fund
    1,598,182       17,754,193       17,132,515  
 
Stone Harbor Local Market Fund
    1,101,883       12,002,346       10,677,250  
                        61,172,007  
   
Offshore Funds - 48.39%
     Diversified/Multi-Strategy - 6.84%
 
 
York Total Return Unit Trust**
            20,500,000       25,356,775  
                           
     Fixed Income - 31.18%
 
 
Arrowpoint Income Opportunity Fund, Ltd.
            17,919,055       20,138,821  
 
Beach Point Dynamic Income Offshore Fund Ltd.
            27,000,000       30,009,580  
 
Eaton Vance Institutional Senior Loan Fund
            19,167,097       19,431,846  
 
Good Hill Overseas Fund Ltd.
            20,000,000       20,608,859  
 
Halcyon Senior Loan Fund I Offshore Ltd.
            24,481,365       25,443,184  
                        115,632,290  
     Macro - 5.70%
 
 
Graham Global Investment Fund II SPC Ltd.**
            20,500,000       21,161,975  
                           
     Reinsurance - 4.67%
 
 
AQR Risk Balanced Reinsurance Fund Ltd.
            16,586,086       17,329,976  
Total Investments (Cost $265,136,858*) - 76.04%
              282,037,106  
Other Assets and Liabilities, net - 23.96%
              88,847,208  
Net Assets - 100.00%
            $ 370,884,314  
                   
Percentages shown are stated as a percentage of net assets as of March 31, 2014.
 
The cost and unrealized appreciation/(depreciation) of investments as of March 31, 2014, as computed for federal tax purposes, were as follows: 
   
**  Non-income producing securities. 
 
 
Aggregate cost
  $ 271,678,966  
           
 
Gross unrealized appreciation
  $ 12,329,610  
 
Gross unrealized depreciation
    (1,971,470 )
 
Net unrealized appreciation
  $ 10,358,140  
 
See accompanying notes to financial statements.
 
1

 
ASGI Agility Income Fund
 
Schedule of Investments (unaudited) (continued)
As of March 31, 2014

 
Investments by Strategy (as a percentage of total investments)
Mutual Funds          
Fixed Income
    21.69 %
Equity
    14.67  
Total Mutual Funds      36.36  
Offshore Funds         
Fixed Income
    41.00  
Diversified/Multi-Strategy
    8.99  
Macro
    7.50  
Reinsurance
    6.15  
Total Offshore Funds
    63.64  
      100.00 %
 
Equity Swaps Outstanding as of March 31, 2014:
 
Counterparty
Reference
Entity/Obligation
Buy/
Sell
Floating Rate
Index
Pay/
Receive
Floating
Termination
Date
Notional
Amount
Fair Value
Credit Suisse International
HTUSDVYY Index
Buy
1-month USD-LIBOR_BBA
Pay
10/3/2014
$26,917,270
$1,696,952
Credit Suisse International
The Cushing 30 MLP Index
Buy
1-month USD-LIBOR_BBA
Pay
10/3/2014
16,047,950
1,396,162
Morgan Stanley Capital Services Inc.
The Cushing 30 MLP Index
Buy
Fed Funds effective
Pay
10/3/2014
16,780,086
1,459,857
             
$4,552,971

Net realized gain/(loss) and net change in unrealized appreciation/(depreciation) from investments in derivative instruments for the six month period ended March 31, 2014 were as follows:
 
Net Realized Gain/(Loss) on Derivative Instruments Recognized in Income on the Statement of Operations
Derivative Instruments not accounted for as hedging instruments   Swaps  
Equity Contracts   $ 1,326,826  
 
Net Change in Unrealized Appreciation/(Depreciation) on Derivative Instruments Recognized in Income on
the Statement of Operations
 
Derivative Instruments not accounted for as hedging instruments    Swaps  
Equity Contracts    $ 4,552,971  
 
See accompanying notes to financial statements.
 
2

 
ASGI Agility Income Fund
 
Statement of Assets, Liabilities and Net Assets (unaudited)
As of March 31, 2014

 
Assets        
         
Investments in Investment Funds, at fair value (cost - $265,136,858)
  $ 282,037,106  
Cash and cash equivalents
    71,190,181  
Investments in Investment Funds paid in advance
    17,700,000  
Receivable for investments in Investment Funds sold
    12,725,875  
Due from broker
    9,496,587  
Unrealized appreciation on equity swaps
    4,552,971  
Dividends receivable
    220,158  
Receivable on equity swaps
    88,468  
Other prepaid assets
    54,332  
Total assets
    398,065,678  
         
Liabilities        
         
Subscriptions received in advance
    13,020,460  
Tenders payable
    7,712,160  
Distribution payable
    3,019,000  
Due to broker
    2,549,999  
Management fee payable
    397,527  
Investments purchased unsettled
    220,158  
Interest payable on equity swaps
    39,032  
Investor Distribution and Servicing Fee payable
    26,017  
Fund Board fees and expenses payable
    2,526  
Accrued expenses and other liabilities
    194,485  
Total liabilities
    27,181,364  
         
Net Assets        
         
Total net assets
  $ 370,884,314  
         
Net Assets consist of:        
         
Paid-in capital
  $ 357,966,879  
Undistributed net investment loss
    (13,090,689 )
Accumulated net realized gain/(loss) on investments
    4,554,905  
Net unrealized appreciation/(depreciation) on investments
    21,453,219  
Retained earnings
    12,917,435  
Total net assets
  $ 370,884,314  
         
Net Assets per Share        
         
ASGI Agility Income Fund Class I (307,149.496 Shares outstanding)
  $ 1,074.31  
ASGI Agility Income Fund Class A (38,341.683 Shares outstanding)
  $ 1,067.01  

See accompanying notes to financial statements.
 
3

 
ASGI Agility Income Fund
 
Schedule of Operations (unaudited)
For the Six Month Period Ended March 31, 2014

  
Investment Income        
         
Dividend income
  $ 3,567,943  
Interest
    1,660  
Total investment income
    3,569,603  
         
Fund Expenses        
         
Management fee
    2,216,340  
Administrative and custodian fees
    237,457  
Professional fees
    142,295  
Investor Distribution and Servicing fee
    46,648  
Fund Board fees and expenses
    23,830  
Other operating expenses
    113,323  
Total operating expenses
    2,779,893  
Net investment income
    789,710  
         
Net Realized and Unrealized Gain/(Loss) on Investments        
         
Net realized gain/(loss) from investments in Investment Funds
    384,608  
Realized gain on distributions from investments in Investment Funds
    2,367,960  
Net realized gain/(loss) on equity swaps
    1,326,826  
Net change in unrealized appreciation/(depreciation) from investments in Investment Funds
    8,452,098  
Net change in unrealized appreciation/(depreciation) from equity swaps
    4,552,971  
Total net realized and unrealized gain/(loss) from investments
    17,084,463  
Net increase in net assets resulting from operations
  $ 17,874,173  
 
See accompanying notes to financial statements.
 
 
4

 
ASGI Agility Income Fund
 
Statements of Changes in Net Assets

 
Net increase/(decrease) in net assets
 
For the Six Month
Period Ended
March 31, 2014
(unaudited)
   
For the Year Ended September 30, 2013
 
Operations                
                 
Net investment income
  $ 789,710     $ 3,409,789  
Net realized gain/(loss) on investments in Investment Funds
    384,608       3,723,431  
Realized gain on distributions from investments in Investment Funds
    2,367,960       846,106  
Net realized gain/(loss) on equity swaps
    1,326,826       6,157,499  
Net change in unrealized appreciation/(depreciation) from investments in
               
Investment Funds
    8,452,098       (839,297 )
Net change in unrealized appreciation/(depreciation) from equity swaps
    4,552,971       (413,469 )
Net increase in net assets resulting from operations
    17,874,173       12,884,059  
                 
Distributions to Shareholders                
                 
Distribution of ordinary income
    (3,019,000 )     (12,567,160 )
Distribution of long term capital gain
    (5,833,539 )     (2,986,008 )
Distribution to Shareholders
    (8,852,539 )     (15,553,168 )
                 
Capital Transactions                
                 
Issuance of shares
    60,312,220       108,208,443  
Reinvestment of distributions
    3,034,975       4,864,195  
Shares tendered
    (16,851,133 )     (31,839,052 )
Early withdrawal fees
    22,104       16,443  
Increase in net assets derived from capital transactions
    46,518,166       81,250,029  
                 
Net Assets                
                 
Total increase in net assets
    55,539,800       78,580,920  
Beginning of period
    315,344,514       236,763,594  
End of period
  $ 370,884,314     $ 315,344,514  
                 
Undistributed net investment loss
  $ (13,090,689 )   $ (10,861,399 )
 
See accompanying notes to financial statements.
 
5

 
ASGI Agility Income Fund
 
Statement of Cash Flows (unaudited)
For the Six Month Period Ended March 31, 2014

 
Cash Used in Operating Activities        
         
Net increase in net assets resulting from operations
  $ 17,874,173  
Adjustments to reconcile net increase in net assets resulting from operations to net cash used in
operating activities:
       
Purchases of investments in Investment Funds
     (82,435,903
Proceeds from sales of investments in Investment Funds
    55,978,578  
Net realized gain/(loss) from investments in Investment Funds
    (384,608 )
Net change in unrealized appreciation/(depreciation) on investments in Investment Funds
    (8,452,098 )
Net change in unrealized appreciation/(depreciation) on swap contracts
    (4,552,971 )
Increase in investments in Investment Funds paid in advance
    (9,700,000 )
Increase in receivable for investments in Investment Funds sold
    (12,410,170 )
Increase in due from broker
    (2,460,000 )
Decrease in dividends receivable
    207,897  
Decrease in receivable on equity swaps
    5,911,959  
Increase in other prepaid assets
    (38,417 )
Decrease in due to broker
    (1,535,000 )
Increase in management fee payable
    60,106  
Increase in interest payable
    4,413  
Increase in Investor Distribution and Servicing Fee payable
    11,667  
Decrease in Fund Board fees and expenses payable
    (7,389 )
Decrease in investment purchased unsettled payable
    (153,607 )
Increase in accrued expenses and other liabilities
    25,710  
Net cash used in operating activities
    (42,055,660 ) 
         
Cash Provided by Financing Activities
       
         
Proceeds from issuance of shares (net of change in subscriptions received in advance of $3,322,900)
    63,635,120  
Payments for shares tendered (net of change in payable for tenders of $(2,741,554))
    (14,109,579 )
Distributions paid (net of decrease in distribution payable of $(1,022,000))
    (6,839,564 )
Early withdrawal fees
    22,104  
Net cash provided by financing activities
    42,708,081  
         
Cash and Cash Equivalents
       
         
Net increase in cash and cash equivalents
    652,421  
Cash and cash equivalents at beginning of period
    70,537,760  
Cash and cash equivalents at end of period
  $ 71,190,181  
         
Supplemental Disclosure of Non-Cash Flow Information        
         
    Reinvestment of distributions    3,034,975  
 
 
 
See accompanying notes to financial statements.
 
6

 
ASGI Agility Income Fund
 
Financial Highlights

 
  Class I
      For the Six Month
Period Ended March
31, 2014 (unaudited)
     
For the Year
Ended
September 30,
2013
     
For the Year
Ended
September 30,
2012
     
For the Year
Ended
September 30,
2011
 
Per Share operating
performance:
(For Share outstanding throughout
the period)
                               
Net asset value per Share,
beginning of period
  $ 1,045.90     $ 1,050.72     974.53     $ 1,000.00  
                                 
Income/(loss) from investment
operations:
                               
                                 
Net investment income/(loss)
    2.57       13.30       11.41       4.08  
Net realized and unrealized
gain/(loss) from investments(a)
    52.20       39.89       103.15       3.98  
Total income/(loss) from
investment operations
     54.77        53.19        114.56        8.06  
Less: Distribution of ordinary
income to Shareholders
    (8.57  )     (45.85     (37.97     (32.32
Distribution of long term
capital gains to Shareholders
    (17.79 )     (12.16  )     (0.40     (1.21
Total distributions to Shareholders
    (26.36 )     (58.01     (38.37     (33.53
                                 
Net asset value per Share,
end of period
  $ 1,074.31     $ 1,045.90     $ 1,050.72     $ 974.53  
                                 
Total return(b)(e)
    5.24%       1.71%       11.89%       0.72%  
                                 
Ratios to average net assets:
                               
Expenses(c) (d)
    1.56%       1.55%       1.62%       2.22%  
Net investment income/(loss)(c) (d)
    0.49%       0.55%       1.10%       0.49%  
Net Assets, end of period (in
thousands)
  $ 329,973     $ 280,834     $ 227,284     $ 177,408  
                                 
Portfolio turnover rate(c)
    20.74%       42.31%       6.46%       15.85%  
 
(a)
The per share net realized and unrealized gains or losses are not in accord with the net realized and unrealized gains or losses for the period due to the timing of sales and redemptions of fund shares in relation to fluctuating market values for the portfolio.
(b) Not Annualized.
(c) Annualized.
(d)
The expenses and net investment income ratios do not include income or expenses of the Investment Funds in which the Fund invests.
(e)
The total return calculation assumes reinvestment of all distributions.
 
See accompanying notes to financial statements.
 
7

 
ASGI Agility Income Fund
 
Financial Highlights (continued)

 
    Class A  
     
For the Six Month
Period Ended March
31, 2014 (unaudited)
     
For the Year
Ended
September 30,
2013
     
For the Period from
December 1, 2011(a) to
September 30, 2012
 
Per Share operating
performance:
(For Share outstanding throughout
the period)
                       
Net asset value per Share,
beginning of period 
  1,040.20     1,046.32     1,000.00  
                         
Income/(loss) from investment
    operations:
                       
 
    1.28       12.17       10.02  
Net investment income/(loss) Net realized and unrealized
    gain/(loss) from investments(b)
    51.89       39.72       74.67  
Total income/(loss) from
    investment operations
    53.17       51.89       84.69  
Less: Distribution of ordinary
    income to Shareholders
    (8.57     (45.85     (37.97
Distribution of long term
    capital gains to Shareholders
    (17.79     (12.16     (0.40
Total distributions to Shareholders
    (26.36     (58.01     (38.37
 
                       
Net asset value per Share,
end of period
  $ 1,067.01     $ 1,040.20     $ 1,046.32  
                         
Total return(c)(f)
    5.11%       1.59%       8.60%  
                         
Ratios to average net assets:
                       
Expenses(d)(e)
    1.80%       1.67%       1.58%  
Net investment income/(loss)(d)(e)
    0.22%       0.33%       1.04%  
Net Assets, end of period (in
thousands)
  $ 40,911     $ 34,511     $ 9,480  
                         
Portfolio turnover rate(d)
    20.74%       42.31%       6.46%  
 
(a)
Inception date.
(b) The per share net realized and unrealized gains or losses are not in accord with the net realized and unrealized gains or losses for the period due to the timing of sales and redemptions of fund shares in relation to fluctuating market values for the portfolio.
(c) Not Annualized.
(d) Annualized.
(e) The expenses and net investment income ratios do not include income or expenses of the Investment Funds in which the Fund invests.
(f) The total return calculation assumes reinvestment of all distributions.
 
See accompanying notes to financial statements.
 
8

 
ASGI Agility Income Fund
 
Notes to Financial Statements (unaudited)
March 31, 2014

 
1. Organization

ASGI Agility Income Fund (the "Fund"), a Delaware business trust, has been registered as an investment company under the Investment Company Act of 1940, as amended (the "1940 Act"), since September 1, 2010.  The Fund is a closed-end management investment company.  The Fund commenced operations on October 1, 2010.  Alternative Strategies Group, Inc. (the "Adviser"), a North Carolina corporation, is the investment adviser to the Fund. The Adviser has retained Perella Weinberg Partners Capital Management LP, a Delaware limited partnership, to act as the subadviser to the Fund (the "Subadviser").  The Subadviser has been engaged by the Fund and the Adviser to formulate and implement the Fund's investment program.

The principal investment objective of the Fund is to seek investment returns over various market cycles, with a majority of such returns derived from income.  The Fund also seeks, over time, to preserve the "real purchasing power" of an investment in the Fund through capital appreciation of the Fund's investments in an amount that is equal to or exceeds the rate of inflation (as measured by the consumer price index).

The Fund invests primarily in pooled investment vehicles, including, but not limited to, mutual funds, private investment funds and exchange traded products (collectively, "Investment Funds").   Exchange traded products may include exchange traded funds ("ETFs"), as well as commodity pools and other commodity-based vehicles that seek to track a commodity index or benchmark and are traded on an exchange.  The Fund may also invest in exchange traded notes ("ETNs"), or invest its assets directly. Direct investments may include, among others, securities and other investments that are expected to generate income, as well as non-income oriented securities and investments, such as swaps or other types of derivatives for investment, hedging, risk management or other purposes.  The Subadviser may cause the Fund to maintain such cash holdings as the Subadviser may from time to time deem to be appropriate, and those holdings may at times comprise a material portion of the Fund's assets.  There can be no assurance that the Fund's investment objective will be achieved or that the Fund will not incur losses.

The Fund's Board of Trustees (the "Fund Board") provides broad oversight over the operations and affairs of the Fund, and has overall responsibility to manage and control the business affairs of the Fund, including the complete and exclusive authority to establish policies regarding the management, conduct, and operation of the Fund's business.   The Fund Board exercises the same powers, authority and responsibilities on behalf of the Fund as are customarily exercised by the board of directors of a registered investment company organized as a corporation.

2. Significant Accounting Policies

The  following  is  a  summary  of  significant  accounting  policies  followed  by  the  Fund  and  are  in conformity with accounting principles generally accepted in the United States ("GAAP").

(a)  Valuation of investments in Investments Funds – The Fund values its investments in Investment Funds that are publicly traded on an active exchange or that prepare and publish a daily net asset value per share ("Mutual Funds") and its investments in private Investment Funds ("Offshore Funds") at fair value in accordance with procedures established in good faith by the Fund Board.   The fair value of Mutual Funds is based on quoted market prices at the close of trading on the active exchanges on which the Mutual Funds are traded on the reporting date.
 
9

 
ASGI Agility Income Fund
 
Notes to Financial Statements (unaudited) (continued) 
March 31, 2014

 
The fair value of the Offshore Funds ordinarily will be the value of an interest in an Offshore Fund determined by the investment manager of the Offshore Fund in accordance with the policies established by the Offshore Fund, absent information indicating that such value does not represent the fair value of the interest.  The Fund could reasonably expect to receive this amount from the Offshore Fund if the Fund's interest were redeemed at the time of valuation, based on information reasonably available at the time the valuation is made and that the Fund believes to be reliable.  Due to the nature of the investments held by the Offshore Funds, changes in market conditions and the economic environment may significantly impact the value of the Offshore Funds and the fair value of the Fund's interests in the Offshore Funds.  Furthermore, changes to the liquidity provisions of the Offshore Funds may significantly impact the fair value of the Fund’s interests in the Offshore Funds.  Under some circumstances, the Fund or the Adviser may determine, based on other information available to the Fund or the Adviser, that an Offshore Fund's reported valuation does not represent fair value.  If it is determined that the Offshore Fund's reported valuation does not represent fair value, the Adviser may choose to make adjustments to reflect the fair value.  During the six month period ended March 31, 2014, no such adjustments were deemed necessary by the Adviser.  In addition, the Fund may not have an Offshore Fund's reported valuation as of a particular fiscal period end.  In such cases, the Fund would determine the fair value of such an Offshore Fund based on any relevant information available at the time. The Fund Board has also established procedures for the valuation of investment securities other than securities of Investment Funds, if any, held directly by the Fund.
 
Accounting Standards Update ("ASU") 2009-12 permits a reporting entity to measure the fair value of an investment that does not have a readily determinable fair value based on the net asset value per share (the "NAV"), or its equivalent, of the investment as a practical expedient, without further adjustment, unless it is probable that the investment will be sold at a value significantly different than the NAV.   If the practical expedient NAV is not as of the reporting entity's measurement date, then the NAV should be adjusted to reflect any significant events that may change the valuation.  In using the NAV as a practical expedient, certain attributes of the investment that may impact its fair value are not considered in measuring fair value.  Attributes of those investments include the investment strategies of the investees and may also include, but are not limited to, restrictions on the investor's ability to redeem its investments at the measurement date and any unfunded commitments.  The Fund is permitted to invest in alternative investments that do not have a readily determinable fair value, and as such, has elected to use the NAV as calculated on the reporting entity's measurement date as the fair value of the investment.

(b) Valuation of derivatives – The Fund has equity swaps outstanding at March 31, 2014. The fair value of equity swaps can be determined by an independent pricing vendor deemed reliable by management using a pricing model.  The pricing models do not entail material subjectivity because the methodologies employed do not necessitate significant judgment, and the pricing inputs are observed from actively quoted markets and/or dealer quotes.  The Fund generally categorizes these equity swaps within Level 2 of the fair value hierarchy.   In instances where significant inputs are unobservable, they would be categorized as Level 3 in the fair value hierarchy.

(c)  Income taxes – The Fund elects to be treated as, and qualifies as, a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code") by distributing substantially all of its investment company taxable income and any net realized capital gains (after reduction for capital loss carryforwards) sufficient to relieve it from all, or substantially all, federal income taxes. Accordingly, no provision for federal income taxes was required.
 
10

 
ASGI Agility Income Fund
 
Notes to Financial Statements (unaudited) (continued)
March 31, 2014

 
In accounting for income taxes, the Fund follows the guidance in Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 740, as amended by ASU 2009-06, Accounting for Uncertainty in Income Taxes.   ASC 740 prescribes the minimum recognition threshold a tax position must meet in connection with accounting for uncertainties in income tax positions taken or expected to be taken by an entity before being measured and recognized in the financial statements.   There were no uncertain tax positions as of March 31, 2014.

The Fund's income and federal excise tax returns and all financial records supporting the 2011, 2012 and 2013 returns are subject to examination by the federal and Delaware revenue authorities.
 
At March 31, 2014, the Fund did not have any estimated net capital loss carryforwards.
 
(d)   Security transactions and investment income  The Fund's transactions are accounted for on a trade-date basis. Realized gains and losses on the Fund's transactions are determined on a first-in first-out basis.   Interest income is recognized on the accrual basis.   Dividend income is recognized on the ex- dividend date.  The Fund will indirectly bear a portion of the Investment Funds' income and expenses, including management fees and incentive fees charged by the Investment Funds.  That income and those expenses are recorded in the Fund's financial statements as unrealized appreciation/(depreciation) and not as income or expense on the Statement of Operations or in the Financial Highlights.

(e)  Cash and cash equivalents  The Fund maintains cash in an interest-bearing money market account, which, at times, may exceed federally insured limits.  The Fund has not experienced any losses in such account and does not believe it is exposed to any significant credit risk on such bank deposits.   All interest income earned will be paid to the Fund.

(f)  Distributions  The Fund intends to pay distributions on shares of beneficial interest ("Shares") in amounts representing substantially all of the net investment income and net capital gains, if any, earned each year.   The Fund intends to make regular quarterly distributions to shareholders ("Shareholders") sourced from the Fund's amount available for distribution consisting of the Fund's dividend income, and net realized and unrealized gains on investments, after accounting for Fund expenses.  All distributions will be paid to Shareholders and automatically reinvested pursuant to the Fund's Dividend Reinvestment Plan  ("DRP")  unless  a  Shareholder has  elected  not  to  participate in  the  DRP.    An  election  by  a Shareholder not to participate in the DRP, and to receive all income distributions and/or capital gain distributions, if any, directly rather than having such distribution reinvested in the Fund, must be made by indicating such election in the Shareholder's subscription agreement or by notice to a Shareholder's intermediary (who should be directed to provide notice to the Fund), if applicable, or the Fund's administrator.

Distributions to Shareholders from net investment income and net realized gains, if any, are recorded on the ex-dividend date. Such distributions are determined in conformity with income tax regulations, which may differ from GAAP.  The timing and character of distributions made during the period from net investment income or net realized gains may differ from their ultimate characterization for federal income tax purposes.  To the extent that these differences are permanent in nature, such amounts are reclassified within the capital accounts based on their federal tax-basis treatment.   Temporary differences do not require reclassifications.
 
11

 
ASGI Agility Income Fund
 
Notes to Financial Statements (unaudited) (continued)
March 31, 2014

 
(g)  Use of estimates  The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements.  Actual results could differ from those estimates.

(h)  Fund expenses  The Fund bears all expenses incurred in its business and operations, and records them on an accrual basis.   Expenses include, but are not limited to, administrative and extraordinary expenses and legal, tax, audit, escrow, fund accounting and printing expenses.  Operating expenses also include: (1) investment related expenses, including, but not limited to, brokerage commissions, research fees, and other transactions costs; (2) interest and commitment expense on any borrowings; and (3) all costs and expenses associated with the registration of the Fund under, and in compliance with, any applicable federal and state laws.

(i)  Expense limitation agreement  Through December 31, 2014, the Adviser has contractually agreed to limit the Fund's total annualized ordinary fund-wide operating expenses to 2.25%.  Shares designated as Class I ("Class I Shares") have no class-specific expenses.  Shareholders holding Shares designated as Class A ("Class A Shares") will pay (in addition to up to 2.25% in fund-wide expenses) an additional annualized amount of up to 0.75% (the "Investor Distribution and Servicing Fee"), for a total of up to 3.00%.  Ordinary fund-wide operating expenses exclude the Fund's borrowing and other investment- related costs, Investment Fund and investment manager fees and expenses, taxes, litigation and indemnification expenses, judgments, other extraordinary expenses not incurred in the ordinary course of the Fund's business, and the Investor Distribution and Servicing Fee.  Ordinary fund-wide operating expenses include the Fund's management fee, start-up, offering and organizational expenses.

Accordingly, the Adviser is permitted to recover from the Fund expenses it has borne (whether through reduction of its management fee or otherwise) in later periods to the extent that the Fund's ordinary fund- wide operating expenses (exclusive of the Investor Distribution and Servicing Fee charged to Class A Shares) fall below the annualized rate of 2.25% per year.  The Fund, however, is not obligated to pay any such amount more than three years after the end of the fiscal year in which the Adviser deferred a fee or reimbursed an expense.  Any such recovery by the Adviser will not cause the Fund to exceed the annual limitation rate set forth above.  As of March 31, 2014, there was no amount subject to recoupment by September 30, 2016. As of March 31, 2014, there were no expenses reimbursable by the Adviser.

(j)  Third party service providers – BNY Mellon Investment Servicing (US) Inc. (the "Administrator") serves as the Administrator to the Fund.  Under an agreement made between the Administrator and the Fund, the following annual fee will be calculated upon the Fund's beginning of the month's net assets and paid monthly:

0.085% of the first $200 million of beginning of month net assets;
0.070% of the next $200 million of beginning of month net assets; and
0.050% of beginning of month net assets in excess of $400 million.

The Fund also pays the Administrator certain fixed fees for financial statement preparation and other services.

The Bank of New York Mellon (the "Custodian") serves as the Custodian to the Fund.   Under an agreement made between the Custodian and the Fund, 0.02% per annum is paid to the Custodian based on gross ending assets at the end of each month.
 
12

 
ASGI Agility Income Fund
 
Notes to Financial Statements (unaudited) (continued)
March 31, 2014

 
The Fund also pays the Custodian certain fixed fees for transactions and other services.

(k)   Recent accounting pronouncements – In December 2011, FASB issued ASU No. 2011-11, Disclosures  about  Offsetting  Assets  and  Liabilities,  which  requires  an  entity  to  make  additional disclosures about offsetting assets and liabilities and related arrangements.  The new guidance seeks to enhance disclosures by requiring improved information about financial instruments and derivatives instruments that are either (1) offset in accordance with GAAP or (2) subject to enforceable master netting arrangement or similar agreement, irrespective of whether they are offset in accordance with GAAP.  The objective of this information is to enable users of an entity's financial statements to evaluate the effect or potential effect of netting arrangements on an entity's financial position, including the effect or potential effect of rights of netting associated with certain financial instruments and derivative instruments in the scope of the update.  The pronouncement is effective January 1, 2013, and must be applied retrospectively.   Management has adopted this change in presenting the Fund's financial statements.

In June 2013, the FASB issued ASU No. 2013-08, Financial Services Investment Companies: Amendments to the Scope, Measurement, and Disclosure Requirements.  ASU 2013-08 amends the current criteria for an entity to qualify as an investment company, creates new disclosure requirements and amends the measurement criteria for certain interests in other investment companies. Under the new standard the typical characteristics of an investment company will be: (i) it has more than one investment and more than one investor, (ii) it has investors that are not related parties of the entity or the investment manager, (iii) it has ownership interests in the form of equity or partnership interests, and (iv) it manages substantially all of its investments on a fair value basis.  The standard also reaffirms that a noncontrolling interest in another investment company should be measured at fair value instead of the equity method.  It also includes additional disclosure requirements for an entity to disclose the fact that it is an investment company, and to provide information about changes, if any, in its status as an investment company. Finally, an entity will also need to include disclosures around financial support that has been provided or is contractually required to be provided to any of its investees.  The requirements of the standard are effective for interim and annual reporting periods in fiscal years that begin after December 15, 2013, with early application prohibited.  Management is currently evaluating the standard and does not anticipate it will have a material impact to the Fund's financial statements.

3. Related Party Transactions

Parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the other party in making financial or operational decisions. Fees incurred with related parties during the period are disclosed in the Statement of Operations unless otherwise stated.

(a)  Investor Distribution and Servicing Fee Under the terms of the wholesaling and placement agent agreement between the Fund and Alternative Strategies Brokerage Services, Inc. (the "Placement Agent"), the Placement Agent is authorized to retain brokers, dealers and certain financial advisers for distribution services and to provide ongoing investor services and account maintenance services to Shareholders purchasing Shares that are their customers.

The Fund pays an Investor Distribution and Servicing Fee out of the net assets of Class A Shares at the annual rate of 0.75% of the aggregate net asset value of Class A Shares that have been outstanding for more than twelve (12) months, calculated and accrued as of the last day of each calendar month (before any repurchases of Class A Shares) and paid to the Placement Agent quarterly.  The Investor Distribution and Servicing Fee is charged on an aggregate class-wide basis, and investors in Class A Shares will be subject to the Investor Distribution and Servicing Fee regardless of how long they have held their Class A Shares. The Investor Distribution and Servicing Fee is paid to the Placement Agent to reimburse it for payments made to investor service providers and for the Placement Agent's ongoing investor servicing. Pursuant to the conditions of an exemptive order issued by the Securities and Exchange Commission ("SEC"), the Investor Distribution and Servicing Fee is paid pursuant to a plan adopted by the Fund in compliance with Rule 12b-1 under the 1940 Act with respect to Class A Shares. Class I Shares are not subject to the Investor Distribution and Servicing Fee.
 
13

 
ASGI Agility Income Fund
 
Notes to Financial Statements (unaudited) (continued)
March 31, 2014

 
For the six month period ended March 31, 2014, the Fund expensed Investor Distribution and Servicing Fees of $46,648.  As of March 31, 2014, there were $26,017 of Investor Distribution and Servicing Fees payable to the Placement Agent.

(b)  Placement fees  Under the terms of the wholesaling and placement agent agreement between the Fund and the Placement Agent, the Placement Agent and its sub-agents are entitled to receive a placement fee based on the gross amount of Class A Shares purchased by a Shareholder (the "Class A Share Placement Fee"). In determining the applicable Class A Share Placement Fee at the time of investment in Class A Shares, the amount of a Shareholder's investment in Class A Shares (whether initial or additional) will be aggregated with the value of (i) the Shareholder's investments in shares subject to a placement fee of any collective investment vehicle advised by the Adviser and (ii) investments in shares subject to a placement fee of any collective investment vehicle advised by the Adviser held by the Shareholder's "Immediate Family Members" (as defined in the Fund's subscription agreement).  The Shareholder must indicate in the subscription agreement who such "Immediate Family Members" are and the amounts of their investments.

The Class A Share Placement Fee shall be deducted by the applicable sub-agent from the initial or optional additional subscriptions provided by the Shareholder and is as follows:
 
Current Value of Class A Shares   Placement Fee
Less than $500,000    2.00% 
$500,000 to less than $1,000,000    1.00%
$1,000,000 or more     0.50% 

For the six month period ended March 31, 2014, Class A Share Placement Fees paid to the Placement Agent by Shareholders upon subscription into the Fund were $69,950.

(c)  Investment advisory fees  Amounts paid, and payable, to the Adviser for the six month period ended March 31, 2014 are disclosed in Note 4.

(d)  Fund Board fees and expenses  For the six month period ended March 31, 2014, the Fund incurred Fund Board fees, including out of pocket expenses, of $23,830.  As of March 31, 2014, amounts payable to the Fund Board were $2,526.
 
14

 
ASGI Agility Income Fund
 
Notes to Financial Statements (unaudited) (continued)
March 31, 2014

 
4. Investment Advisory Agreement

The Adviser is registered with the SEC as an investment adviser under the Advisers Act. The Adviser also serves as investment adviser to private investment funds, some of which utilize a multi-manager, multi-strategy investment approach. The Adviser is registered with the Commodity Futures Trading Commission (“CFTC”) as a commodity pool operator (“CPO”) and a commodity trading advisor (“CTA”). Although the Adviser is registered as a CPO it intends to rely on the no-action relief afforded by CFTC Staff Letter No. 12-38 and the exception from CPO registration in CFTC Regulation 4.5. Therefore, the Adviser will not be required to deliver a CFTC disclosure document to the Fund’s investors, nor will it be required to provide Fund investors certified annual reports that satisfy the requirements of CFTC regulations generally applicable to registered CPOs. As of March 31, 2014, there is no certainty that the Adviser or other parties will be able to rely on these exclusions and exemptions in the future. Additional CFTC regulation (or a decision to no longer use strategies that trigger additional regulation) may cause the Fund to change its investment strategies or to incur additional expenses.
 
In addition, the CFTC, in consultation with other federal regulators, has proposed margin requirements for uncleared swap transactions.   If adopted, the proposed requirements could increase the amount of margin necessary to conduct uncleared swap transactions, limit the types of assets that can be used as collateral for such transactions, and impose other restrictions.   The proposed rule may also affect the ability of the Fund to use swap agreements to implement the Fund’s investment strategy and may substantially increase regulatory compliance costs for the Adviser and the Fund.  As of March 31, 2014, the actual margin requirements and ultimate impact of the rule proposals on the Fund is uncertain.

Pursuant to the terms of the advisory agreement between the Fund and the Adviser, the Adviser is responsible for selecting an investment subadviser to manage the Fund’s assets, negotiating the subadvisory agreement, monitoring management of the Fund’s assets in accordance with the Fund’s investment objective and related investment policies, comparing the Subadviser’s performance, fee, and services  to  that  of  comparable investment  advisers,  and  determining on  an  annual  basis,  or  more frequently as necessary, whether to recommend to the Fund Board the continuation or termination of the subadvisory engagement.  The Adviser, in conjunction with the Subadviser, develops, monitors and modifies, as necessary, the Fund’s expectations as to the range of, and target allocations to, general investment strategies to be utilized by the Investment Funds selected by the Subadviser.  The Adviser closely monitors the Subadviser on a daily, monthly, quarterly, and annual basis and reviews monthly and quarterly compliance questionnaires and certifications provided by the Subadviser pursuant to the terms of the subadvisory agreement between the Fund, the Adviser and the Subadviser.   Adviser personnel periodically visit the Subadviser to perform onsite due diligence on the Subadviser’s business operations, regulatory compliance and advisory services, and the Adviser reports the results of each visit to the Fund Board.

The Adviser performs additional services under the terms of the advisory agreement between the Fund and the Adviser, including but not limited to: (i) reviewing and reporting to the Board on the performance of the Subadviser, (ii) providing office space and all necessary office facilities and equipment to perform its duties under the Advisory Agreement, (iii) permitting individuals who are directors, officers or employees of the Adviser to serve as a Manager or officer of the Fund without cost to the Fund, (iv) furnishing personnel (either as officers of the Fund or otherwise) to exercise oversight of and/or to conduct Fund operations and compliance and to monitor the services provided to the Fund by other service providers, including legal, accounting, administrative, transfer agency, audit, custody and other non-investment related services, and (v) furnishing to, or placing at the disposal of the Fund, such information, reports, valuations, analyses and opinions as the Fund Board may reasonably request or as the Adviser deems helpful to the Fund Board. With the approval of the Fund Board, the Adviser may elect to manage the Fund’s investments and determine the composition of the assets of the Fund.
 
15

 
ASGI Agility Income Fund
 
Notes to Financial Statements (unaudited) (continued)
March 31, 2014

 
Pursuant to an agreement with the Adviser and the Fund, the Subadviser is responsible for the selection and monitoring of Investment Funds as well as direct investments of the Fund, and for day-to-day management of the Fund's investment activities and holdings.
 
The Fund pays the Adviser each month a fee ("Management Fee") equal to one-twelfth of 1.25% of the aggregate net asset value of outstanding Shares of the Fund calculated as of the last day of each month (before any repurchases of Shares).  The Management Fee incurred by the Fund for the six month period ended March 31, 2014 was $2,216,340.   As of March 31, 2014, the Management Fee payable to the Adviser was $397,527.  The Adviser pays the Subadviser a portion of the Management Fee as described in the subadvisory agreement among the Adviser, Subadviser, and the Fund.
 
5. Investment Fund Transactions

Purchases of investments in Investment Funds for the six month period ended March 31, 2014 were $82,435,903.  Proceeds from sales of investments in Investment Funds for the six month period ended March 31, 2014 were $55,978,578.

6. Derivative Transactions

The Fund enters into derivative contracts either in an opportunistic, directional (long or short) capacity or as a risk management tool to hedge the Fund's currency, interest rate, credit, equity or commodity risk. All derivative contracts must be fully backed by cash positions and may be over-the-counter and/or exchanged traded. Such derivative contracts may include forwards, futures, options, warrants and swaps.

Forwards are a tailored contract between two parties, where payment takes place at a specific time in the future at today's pre-determined price.  Futures are contracts to buy or sell an asset on or before a future date at a price specified today.  Options are contracts that give the owner the right, but not the obligation, to buy or sell an asset.  The price at which the buy or sale takes place is known as the strike price, and is specified at the time the parties enter into the option.  The option contract also specifies a maturity date. Warrants are long dated options, usually longer than one year, which are traded over-the-counter. Swaps are contracts to exchange cash flows on or before a specified future date based on the underlying value of currency exchange rates, bonds/interest rates, commodities exchange, equities, indices or other assets.  As of March 31, 2014, the Fund had entered into swap agreements with Credit Suisse International and Morgan Stanley Capital Services, Inc.

The monthly average notional value of equity swaps was $62,307,269 for the six month period ended March 31, 2014.

The Fund's derivatives are not considered to be hedging instruments under GAAP and, therefore, the Fund accounts for derivatives at fair value on the Statement of Assets, Liabilities and Net Assets.  As of March 31, 2014, the unrealized appreciation/depreciation on equity swaps recorded on the Statement of Assets, Liabilities and Net Assets was $4,552,971.  The value of the swaps are marked to market on a daily basis based on quotations from an independent pricing service and any change in value is recorded as net change in unrealized appreciation/(depreciation) in the Statement of Operations and records any changes in fair value in current period. As of March 31, 2014, the net change in unrealized appreciation/(depreciation) from equity swaps was $4,552,971.
 
16

 
ASGI Agility Income Fund
 
Notes to Financial Statements (unaudited) (continued)
March 31, 2014

 
Under the terms of the aforementioned swaps, the swaps reset on an annual basis at which point any unrealized gains and losses are realized in the Statement of Operations. For the six month period ended March 31, 2014, the net realized gain on equity swaps was $1,326,826.
 
The following table presents derivative assets and liabilities net of amounts available for offset under a master netting arrangement and, as applicable, the related collateral and potential loss exposure to the Fund as of March 31, 2014.
 
Gross Amounts Presented on
Statements of Assets and Liabilities
 
Counterparty
 
Form of
Master
Netting
Agreement
 
Value of
Asset
 
Value of
 Liability
 
Net Amount
Due (to)/from
Counterparty
 
Collateral
Pledged
(Received)
by Fund
 
Loss Exposure,
After Collateral
(not less than $0)
 
Credit Suisse
International
 
ISDA
   3,093,114    –    3,093,114    6,416,587    9,509,701  
Morgan Stanley Capital
Services Inc.
 
ISDA
    1,459,857         1,459,857     3,080,000     4,539,857  
Total
  $ 4,552,971   $   $ 4,552,971   $ 9,496,587   $ 14,049,558  

7. Investments in Investment Funds

The Adviser and Subadviser monitor the performance of Investment Funds.  Such monitoring procedures include, but are not limited to, monitoring market movements in the Investment Funds' portfolio investments, comparing performance to industry benchmarks, in depth conference calls and site visits with Investment Fund investment managers.

Complete information about the underlying investments held by the Investment Funds is not readily available, so it is unknown whether the Fund, through its aggregate investment in Investment Funds, holds any single investment whereby the Fund's proportionate share exceeds 5% of the Fund's net assets at March 31, 2014.

The following table summarizes the Fund's investments in the Investment Funds as of March 31, 2014, none of which were related parties.  The Fund indirectly bears fees and expenses as an investor in the Investment Funds.  Each investor of each Investment Fund will pay the investment manager of the Investment Fund a management fee. The fee rate will vary and is expected to range from 0.33% to 2.00% per annum of the net asset value of that Investment Fund.  Additionally, the investment manager of each Investment Fund will generally receive an incentive fee/allocation from each investor ranging from 0% to 20% of any net new appreciation of that Investment Fund as of the end of each performance period for which an incentive fee/allocation is calculated.
 
17

 
ASGI Agility Income Fund
 
Notes to Financial Statements (unaudited) (continued)
March 31, 2014

 
Investments in Investment Funds
% of
Fund's
Total
Fair
Value
  Fair Value  
Net Change in
Unrealized
Appreciation/
(Depreciation)
 
Realized
Gain
(Loss)
 
Redemptions
Permitted*
Primary
Geographic
Location
Beach Point Dynamic Income Offshore Fund Ltd.    10.6 %   $ 30,009,580   $ 1,550,566   $   Monthly Cayman Islands
Halcyon Senior Loan Fund I Offshore Ltd.   9.0       25,443,184     926,977     10,577   Monthly Cayman Islands
York Total Return Unit Trust    9.0       25,356,775     2,621,597       Quarterly  Cayman Islands 
The GMO Quality Fund    7.5       21,177,411     298,039       Daily United States
Graham Global Investment Fund II SPC Ltd.    7.5       21,161,975     271,555       Monthly British Virgin Islands 
Good Hill Overseas Fund Ltd.    7.3       20,608,859     608,859       Quarterly Cayman Islands 
Lazard Global Listed Infrastructure Portfolio    7.2       20,206,672     1,470,275       Daily United States 
Arrowpoint Income Opportunity Fund, Ltd.   7.1       20,138,821     580,789     91,112   Monthly Cayman Islands
Harbor High-Yield Bond Fund    7.0       19,703,399     209,853     (75,856 Daily United States 
Eaton Vance Institutional Senior Loan Fund    6.9       19,431,846     3,882     79,223   Monthly Cayman Islands 
AQR Risk Balanced Reinsurance Fund Ltd.   6.2       17,329,976     477,276       Semi-Annually Bermuda 
Stone Harbor Emerging Market Debt Fund   6.1       17,132,515     647,037     (654,351 Daily United States 
Federated Bond Fund   4.8       13,658,843     236,315     71,552   Daily United States 
Stone Harbor Local Market Fund   3.8       10,677,250     (179,441 )     Daily United States 
Torchlight Value Fund, Inc.              (1,271,481 )   862,351   Daily United States
Total Investments in Investment Funds   100.0 %   $ 282,037,106   $ 8,452,098   $ 384,608      
 
*        Subject to the terms of the offering memorandums of the Investment Funds.

While redemptions are permitted as noted in the table above for the Investment Funds, such redemptions may be deferred or suspended at any time upon the election of the investment manager of the Investment Fund.   Moreover, certain Offshore Funds may amend their liquidity provisions or otherwise further restrict the Fund's ability to make withdrawals from those Offshore Funds.  No such restrictions were in place as of or for the six month period ended March 31, 2014.  The Fund had no unfunded capital commitments as of March 31, 2014 and did not have any restrictions as of and for the six month period ended March 31, 2014.

The following is a summary of the investment strategies of the Investment Funds held in the Fund as of March 31, 2014:

Diversified/Multi-strategies  generally  include  investments  in  macro,  equity  long/short,  fixed income, event-driven, credit, distressed and high yield strategies.

Equity strategies generally include investments in publicly-traded equity securities, but may also include long/short funds, mutual funds and exchange-traded funds.
 
Fixed Income strategies generally include investments in secured leveraged loans, high yield bonds, distressed debt, and global debt.  Distressed debt strategies may include restricted securities and securities that may not be registered and for which a market may not be readily available.
 
Macro strategies generally include investments with trading managers who attempt to identify extreme price valuations in stock markets, interest rates, foreign exchange rates and physical commodities, and make leveraged bets on the anticipated price movements in these markets.   To identify extreme price valuations, trading managers generally employ a top-down global approach that concentrates on forecasting how global macroeconomic and political events affect the valuations of financial instruments.
 
 
18

 
ASGI Agility Income Fund
 
Notes to Financial Statements (unaudited) (continued)
March 31, 2014

 
Reinsurance strategies generally include investments in various insurance-based investment instruments, including insurance-linked securities and other financial instruments, the returns of which are tied primarily to insurance risk.

8. Fair Value Measurements

The Fund measures fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  The three levels of the fair value hierarchy are:
 
  Level 1 – Unadjusted quoted prices for identical securities in an active market. Since valuations are based on quoted prices that are readily-accessible at the measurement date, valuation of these securities does not entail a significant degree of judgment.
  Level 2 – Quoted prices in non-active markets for which all significant inputs are observable either directly or indirectly. Level 2 inputs may also include pricing models whose inputs are observable or derived principally from or corroborated by observable market data.
  Level 3 – Prices or valuation techniques that require inputs that are both significant to the fair value and unobservable. Little if any market activity exists for Level 3 securities.
 
The Adviser considers subscription and redemption rights, including any restrictions on the disposition of the interest, in its determination of the fair value of investments in Investment Funds. Investments in Investment Funds are included in Level 1 of the fair value hierarchy if an unadjusted price can be obtained  from  a  reputable,  independent  third  party  pricing  source  as  of  the  measurement  date. Investments in the Investment Funds are included in Level 2 of the fair value hierarchy if the Fund can provide the appropriate redemption notice and can redeem its investment within 90 days of period end. All other investments in Investment Funds are classified as Level 3.

The Fund recognizes transfers into and out of the levels indicated above at the end of the reporting period.
 
19

 
ASGI Agility Income Fund
 
Notes to Financial Statements (unaudited) (continued)
March 31, 2014

 
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.   A summary of the inputs used to value the Fund's investments and other financial instruments as of March 31, 2014 is as follows:
 
Description  
  Total Fair
Value at
March 31, 2014
   
  Level 1
Quoted Prices
   
  Level 2
Other
Significant
Observable
Inputs
   
  Level 3
Significant
Unobservable
Inputs
 
                                 
Mutual Funds                                
Equity
  $ 41,384,083     $ 41,384,083     $     $  
Fixed Income
    61,172,007       61,172,007              
Offshore Funds
 
Diversified/Multi-Strategy
    25,356,775             25,356,775        
Fixed Income
    115,632,290             95,023,431       20,608,859  
Macro
    21,161,975             21,161,975        
Reinsurance
    17,329,976                   17,329,976  
Total Investment Funds
    282,037,106       102,556,090       141,542,181       37,938,835  
                                 
Equity Swaps
 
Index
    4,552,971             4,552,971        
Total Investments
  $ 286,590,077     $ 102,556,090     $ 146,095,152     $ 37,938,835  
 
There were no transfers between the levels indicated above for the six month period ended March 31, 2014.

The following is a reconciliation of Level 3 investments for which the Fund cannot redeem its investment within 90 days of period end:
 
   
Balance, as of
October 1,
2013
   
Realized
gain/(loss)
   
Change in
unrealized appreciation/
(depreciation)
     Purchases     (Sales)    
Transfers
into Level 3
   
Transfers out
of Level 3
   
Balance, as of
March 31,
2014
 
Investments in
Investment Funds
                                               
Fixed Income   $         $ 608,859     20,000,000         $     $     $ 20,608,859  
Reinsurance     16,852,700             477,276                                  
Total   16,852,700     $     $ 1,086,135     $ 20,000,000         $     $     $ 37,938,835  
 
The net change in unrealized appreciation/(depreciation) on Level 3 investments in Investment Funds still held as of March 31, 2014 was $1,086,135.
 
20

 
ASGI Agility Income Fund
 
Notes to Financial Statements (unaudited) (continued)
March 31, 2014


9. Capital Share Transactions

The Fund offers two separate classes of Shares, Class I Shares and Class A Shares, to investors eligible to invest in the Fund.

The Fund accepts initial and additional subscriptions for Shares on subscription dates, which occur only once each month, effective as of the beginning of the first calendar day of the month at the relevant net asset value per Share of the Fund as of the end of the last calendar day of the prior month.  All Class A Share subscriptions accepted into the Fund are received net of Class A Share Placement Fees.  The Fund Board may discontinue accepting subscriptions at any time.

To provide a limited degree of liquidity to Shareholders, the Fund may from time to time offer to repurchase Shares pursuant to written tenders by Shareholders.  Repurchases will be made at such times, in such amounts and on such terms as may be determined by the Fund Board in its sole discretion. The Adviser expects to recommend ordinarily that the Fund Board authorize the Fund to offer to repurchase Shares from Shareholders quarterly. If the interval between the date of purchase of Shares and repurchase of Shares is less than one year, then such repurchase will be subject to a 2% early withdrawal fee.

For the six month period ended March 31, 2014, transactions in the Fund's Shares were as follows:

 
Subscriptions
(in Shares)
 
Subscriptions
   
Reinvestment
of
Distributions
(in Shares)
   
Reinvestment
of
Distributions
   
Tenders
(in Shares)
   
Tenders
 
Class I
51,857.635   $ 55,189,500     2,412.694     $ 2,545,458     (15,630.937)     $ (16,679,824)  
Class A
4,858.627     5,122,720     466.589       489,517     (160.550)       (171,309)  
  56,716.262   $ 60,312,220     2,879.283     $ 3,034,975     (15,791.487)     $ (16,851,133)  

10. Contingencies

In the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties and which provide general indemnifications.  The Fund's maximum exposure under these arrangements is unknown, as any such exposure would result from future claims that may be, but have not yet been, made against the Fund based on events which have not yet occurred.  However, based on the Adviser and Subadviser's experience, the Fund believes the risk of loss from these arrangements to be remote.

11. Risk Factors

An investment in the Fund involves various risks.  The Fund allocates assets to Investment Funds that invest in and actively trade securities and other financial instruments using a variety of strategies and investment techniques with significant risk characteristics, including the risks arising from the volatility of the equity, fixed income, commodity and currency markets, the risks of borrowings and short sales, the risks arising from leverage associated with trading in the equities, currencies and over-the-counter derivatives markets, the illiquidity of derivative instruments and the risk of loss from counterparty defaults.
 
21

 
ASGI Agility Income Fund
 
Notes to Financial Statements (unaudited) (continued)
March 31, 2014


12. Federal Income Tax Information

Distributions from net investment income and net realized capital gains are determined in accordance with federal income tax regulations, which may differ from GAAP.  These book-to-tax differences are either temporary or permanent in nature.

The tax character of distributions paid by the Fund and any reclassifications necessary relating to disallowed expenses, swaps gains (losses), redesignations of dividends and investments in mutual funds will be determined as of the Fund's fiscal year end of September 30, 2014.

13. Subsequent Events

The Adviser has evaluated impact of all subsequent events on the Fund through the date the financial statements were available to be issued, and has determined that there were no events that required disclosure other than those listed below.

The Fund received additional subscriptions of $11,838,440.

On April 29, 2014, the Fund paid a distribution to its Shareholders of $3,019,000. Distributions payable to Shareholders are recorded as a liability in the Statement of Assets, Liabilities and Net Assets.
 
22

 
ASGI Agility Income Fund
 
Supplemental Information (unaudited)


Tax Information

Certain dividends paid by the Fund may qualify for the corporate dividends received deduction. The percentage of ordinary income distributions paid which qualify for the corporate dividends received deduction will be determined as of the Fund’s taxable year end of September 30, 2014.

The Board of Trustees of the Fund

The Fund Board provides broad oversight over the operations and affairs of the Fund, and has overall responsibility to manage and control the business affairs of the Fund, including the complete and exclusive authority to establish policies regarding the management, conduct, and operation of the Fund’s business.  The Fund Board exercises the same powers, authority and responsibilities on behalf of the Fund as are customarily exercised by the board of directors of a registered investment company organized as a corporation.

The Trustees of the Board (“Trustees”) are not required to hold Shares of the Fund.  A majority of the Trustees are persons who are not “interested persons” (as defined in the 1940 Act) of the Fund (collectively, the “Independent Trustees”). The Independent Trustees perform the same functions for the Fund as are customarily exercised by the non-interested directors of a registered investment company organized as a corporation.

The identity of the Trustees and officers of the Fund and brief biographical information regarding each such person during the past five years is set forth below. Each Trustee who is deemed to be an “interested person” of the Fund, as defined in the 1940 Act (an “Interested Trustee”), is indicated by an asterisk.  The business address of each person listed below is 401 South Tryon Street, Charlotte, NC 28202.
 
23

 
ASGI Agility Income Fund
 
Supplemental Information (unaudited) (continued) 

 
Trustees
 
Name
and Age(1)
 
Position(s)
With the
Fund
 
Term of Office
and Length(2)
of Time Served
 
Principal Occupation(s)
During Past Five Years
 
Number of
Portfolios In
Fund
Complex(3)
Overseen by
Managers
Other Directorships Held by Trustee
During the Last 5 Years
           
Adam
Taback*
 
Age: 43
Trustee,
President
  Since 2010
President, Alternative Strategies Group, Inc., since 2001; President, Wells Fargo Alternative Asset Management, LLC, 2011; President, Alternative Strategies Brokerage Services, Inc., since 2010.
    4
Chairman of the Board of Managers, ASGI Aurora Opportunities Fund, LLC, since 2010; Chairman of the Board of Managers, ASGI Corbin Multi-Strategy Fund, LLC, since 2010; Chairman of the Board of Managers, ASGI Mesirow Insight Fund, LLC, since 2011.
           
James
Dean
 
Age: 58
 Trustee Since 2010
Executive Vice Chancellor and Provost, UNC at Chapel Hill, since 2013; Dean, Associate Dean, Kenan-Flagler Business School, UNC Chapel Hill, 1998-2013.
    4
Member of Board of Managers, ASGI Aurora Opportunities Fund, LLC, since 2010; Member of Board of Managers, ASGI Corbin Multi-Strategy Fund, LLC, since 2010; Member of Board of Managers, ASGI Mesirow Insight Fund, LLC, since 2011.
           
James
Dunn
 
Age: 41
 Trustee  Since 2010
Chief Executive Officer,Chief Investment Officer, Verger Capital Management LLC, since 2014; Vice President, Chief Investment Officer, Wake Forest University, 2009-2014; Managing Director, Chief Investment Officer, Wilshire Associates, 2005-2009.
    4
Member of Board of Managers, ASGI Aurora Opportunities Fund, LLC, since 2010; Member of Board of Managers, ASGI Corbin Multi-Strategy Fund, LLC, since 2010; Member of Board of Managers, ASGI Mesirow Insight Fund, LLC, since 2011.
           
Stephen
Golding
 
Age: 65
Trustee   Since 2010
Chief Financial Officer, Vice President Finance and Administration, Ohio University, since 2010; Executive Vice President, Finance and  Administration, Cornell University, 2005-2009.
    4
Trustee, Washington College, since 2003; Member of Board of Managers, ASGI Aurora Opportunities Fund, LLC, since 2010; Member of Board of Managers, ASGI Corbin Multi-Strategy Fund, LLC, since 2010; Member of Board of Managers, ASGI Mesirow Insight Fund, LLC, since 2011; Trustee, Wells College, since September 2012.
           
James
Hille
 
Age:  52
Trustee   Since 2010
Chief Investment Officer, Texas Christian University, since 2006; Chief Investment Officer, Teachers Retirement System of Texas, 1995-2006.
    4
Trustee, Employees Retirement System of Fort Worth, 2007-2011; Board Member, Texas Comptroller’s Investment Advisory Board, since 2007; Trustee, Communities Foundation of Texas, since 2012; Trustee,Trinity Valley School, since 2009; Member of Board of Managers, ASGI Aurora Opportunities Fund, LLC, since 2010; Member of Board of Managers, ASGI Corbin Multi-Strategy Fund, LLC, since 2010; Member of Board of Managers, ASGI Mesirow Insight Fund, LLC, since 2011; Board Member, Investment Advisory Board of the Texas State Treasury Safekeeping Trust and the Employee Retirement System of Texas, since 2011; Trustee, Silver Ventures Inc., since 2012.
 
24

 
ASGI Agility Income Fund
 
Supplemental Information (unaudited) (continued)

 
Name
and Age(1)
 
Position(s)
With the
Fund
 
Term of Office
and Length(2)
of Time Served
 
Principal Occupation(s)
During Past Five Years
 
Number of
Portfolios In
Fund
Complex(3)
Overseen by
Managers
Other Directorships Held by Trustee
During the Last 5 Years
           
Jonathan
Hook
 
Age:  56
Trustee   Since 2010
Chief Investment Officer, Harry and Jeanette Weinberg Foundation, since 2014; Vice President, Chief Investment Officer, The Ohio State University, 2008-2014; Chief Investment Officer, Baylor University, 2001-2008.
    4
Member of Board of Managers, ASGI Aurora Opportunities Fund, LLC, since 2010; Member of Board of Managers, ASGI Corbin Multi-Strategy Fund, LLC, since 2010; Member of Board of Managers, ASGI Mesirow Insight Fund, LLC, since 2011; Member of the Board of Directors, Research Corporation for Science Advancement (RCSA), since 2011.
           
Dennis
Schmal
 
Age:  67
Trustee   Since 2011
Self-employed; Board Director and Consultant.
    4
2011; Member of Board of Managers, ASGI Corbin Multi-Strategy Fund, LLC, since 2011; Member of Board of Managers, ASGI Mesirow Insight Fund, LLC, since 2008; Director, Grail Advisors ETF Trust (5 Funds) 2009-2011; Director, Genworth Financial GuideMark mutual funds (9 Funds), since 2007; Chairman of the Board of Directors of Pacific Metrics Corporation, since 2005; Director, Sitoa Global Inc., since 2012; Director, Varian Semiconductor Equipment Associates, from 2004 - 2011; Director, Merriman Holdings, Inc., since 2003; Director, Owens Realty Mortgage Inc., since 2013; Trustee, Cambria ETF Funds, since 2013; Director, North Bay Bancorp from 2006 to 2007.
           
* Indicates an Interested Trustee.
   
(1) As of March 31, 2014.
   
(2) Each Manager serves until death, retirement, resignation or removal from the Board. Any Manager may be removed with or without cause, at any meeting of the Shareholders by a vote of the Shareholders owning at least two-thirds of the outstanding Shares.
   
(3) The “Fund Complex” is currently comprised of four closed-end registered investment companies.
 
Principal Officers who are not Trustees:
 
Name and Age(1) Position(s) With the Fund Length of Time Served(2)
Principal Occupation During Past Five Years
       
Michael Roman
 
Age: 33
 
Treasurer
Since 2010
Treasurer, Wells Fargo Alternative Asset Management, LLC, 2011; Fund Reporting Manager, Alternative Strategies Group, Inc., since 2007; Senior Analyst, Alternative Strategies Group, Inc., 2006; Senior Financial Analyst, Turbine, Inc; 2003-2006.
       
Britta Patterson
 
Age: 40
 
Secretary Since 2010 Director, Chief Administrative Officer, and Senior Vice President Alternative Strategies Group, Inc., since 2005.
       
 
 
25

 
ASGI Agility Income Fund
 
Supplemental Information (unaudited) (continued)

 
Name and Age(1) Position(s) With the Fund Length of Time Served(2)
Principal Occupation During Past Five Years
       
Lloyd Lipsett
 
Age: 49
Assistant Secretary Since 2010
Vice President, Senior Counsel, Wells Fargo & Company, since 2009; Senior Vice President, Counsel, Wachovia Corporation (predecessor to Wells Fargo & Company), 2004-2009.
       
Jeffrey Minerva
 
Age: 32
Assistant Treasurer Since 2013
Senior Fund Reporting Analyst, Alternative Strategies Group, Inc., since 2011; Audit Senior, Deloitte & Touche, LLP, 2007-2011; Audit Senior Associate, Deloitte & Touche, LLP, 2006-2007; Audit Associate, Deloitte & Touche, LLP, 2005-2006
       
Doretta Dunegan
 
Age: 57
 
 Chief Compliance Officer,
Secretary
 Since August 1, 2011
Chief Compliance Officer of Alternative Strategies Group, Inc., since 2011;Vice President and Compliance Manager, Wells Fargo Wealth Management since 2004; Chief Compliance Officer of Wells Fargo Alternative Asset Management, LLC, from 2005 to 2011; Chief Compliance Officer of Nelson Capital Management, LLC from 2005 to 2009.
       
Sean M. Nicolosi
 
Age: 41
 
Chief Operating Officer Since 2014
Chief Operating Officer and Director, Alternative Strategies Group, Inc., since 2014; Chief Operating Officer and Director, A.G. Edwards Capital, Inc., since 2014; Vice President and Operations Manager, Alternative Strategies Group, Inc., 2012-2014; Vice President and Senior Financial Reporting Manager, BNY Mellon Global Investment Services, 2011-2012; Administration Manager, Alternative Strategies Group, Inc., 2005-2011.
 
(1) As of March 31, 2014.
   
(2) Each officer of the Fund serves for an indefinite term until the date his or her successor is elected and qualified, or until he or she sooner dies, retires, is removed or becomes disqualified.
 
Form N-Q Filings
 
The Fund will file its complete schedule of portfolio holdings with the Securities and Exchange Commission ("SEC") for the first and third quarters of each fiscal year on Form N-Q.  The Forms N-Q will be available on the SEC's website at www.sec.gov and may also be reviewed and copied at the SEC's Public Reference Room in Washington, DC.  Information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.
 
Proxy Voting Policies
 
Information on how the Fund voted proxies relating to portfolio securities during the prior twelve month period ending June 30 of each year and a description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities will be available without charge, by request, by calling (866) 440-7460 and on the SEC’s web site at www.sec.gov
 
 
 
26

 
 
Item 2. Code of Ethics.
 
Not applicable.
 
 
Item 3. Audit Committee Financial Expert.
 
Not applicable.
 
 
Item 4. Principal Accountant Fees and Services.
 
Not applicable.
 
 
Item 5. Audit Committee of Listed Registrants.
 
Not applicable.
 
 
Item 6. Investments.
 
(a)
Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1 of this form.
   
(b)
Not applicable.

 
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
 
Not applicable.
 

Item 8. Portfolio Managers of Closed-End Management Investment Companies.
 
 
 

 
There has been no change, as of the date of this filing, in any of the portfolio managers identified in response to paragraph (a)(1) of this Item in the registrant’s most recently filed annual report on Form N-CSR.
 
 
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
 
Not applicable.
 
 
Item 10. Submission of Matters to a Vote of Security Holders.
 
There have been no material changes to the procedures by which the shareholders may recommend nominees to the registrant’s board of directors, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR 229.407) (as required by Item 22(b)(15) of Schedule 14A (17 CFR 240.14a-101)), or this Item.

 
Item 11. Controls and Procedures.
 
(a)
The registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”) (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)).
   
(b)
There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the registrant’s second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
   
Item 12. Exhibits.
 
(a)(1)
Not applicable.
   
(a)(2)
Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto.
   
(a)(3)
Not applicable.
   
(b)
Not applicable.

 
 

 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
(Registrant) 
 
ASGI Agility Income Fund  
       
By (Signature and Title)*
 
/s/ Adam I. Taback
 
   
Adam I. Taback, President
 
   
(principal executive officer)
 
 
 
Date
  06/02/14    
       
       
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
       
       
By (Signature and Title)*
 
/s/ Adam I. Taback
 
   
Adam I. Taback, President
 
   
(principal executive officer)
 
 
 
Date
  06/02/14    
       
       
By (Signature and Title)*
 
/s/ Michael Roman
 
   
Michael Roman, Treasurer
 
   
(principal financial officer)
 
 
 
Date
  06/02/14    
 


* Print the name and title of each signing officer under his or her signature.