Item 1. Security and Issuer.
This statement on Schedule 13D (the “Schedule 13D”) relates to the shares of beneficial interest (the “Shares”) of ASGI Agility Income Fund, a Delaware statutory trust (the “Company”). The Company's principal executive offices are located at 401 South Tryon Street, Charlotte, North Carolina 28202.
Item 2. Identity and Background.
(a) This Schedule 13D is being filed by (i) PWP (Agility) Holdings LP, a Delaware limited partnership ("Holdings"), with respect to the Shares directly held by it; and (ii) Perella Weinberg Partners LLC, a Delaware limited liability company (the "GP"), which serves as the general partner of Holdings, with respect to the Shares directly held by Holdings. The foregoing persons are hereinafter collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
The GP, as general partner to Holdings, which directly holds the Shares to which this filing relates, has voting and dispositive authority over such Shares.
(b) The address of the principal business office of each of the Reporting Persons is 767 Fifth Avenue, New York, NY 10153.
(c) Holdings is a special purpose vehicle which was formed solely for the purpose of holding Shares of the Company. The principal business of the GP is to serve as general partner to Holdings and certain of its affiliates.
(d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.
(f) Holdings is a limited partnership organized under the laws of the State of Delaware. The GP is a limited liability company organized under the laws of the State of Delaware.
Item 3. Source and Amount of Funds and Other Consideration.
The Shares reported in this Schedule 13D were acquired on behalf of Holdings. The aggregate purchase price for the 25,553.64 Shares was approximately $25,566,963.00. 25,000 Shares were acquired by Holdings on October 1, 2010 for $25,000,000.00. 288.237 and 265.403 additional Shares were acquired by Holdings on January 19, 2011 and April 19, 2011, respectively, for $292,469.33 and $274,493.67, respectively, pursuant to a dividend reinvestment under the Company’s Dividend Reinvestment Plan. The GP
does not directly own any Shares. The source of funds for the purchase of the Shares reported in this Schedule 13D was the working capital of Holdings.
Item 4. Purpose of the Transaction.
The Reporting Persons acquired the Shares to which this Schedule 13D relates for investment purposes in the ordinary course of business, and not with the purpose nor with the effect of changing or influencing the control or management of the Company.
The Reporting Persons may, from time to time, in the ordinary course of business and on the same terms as other shareholders of the Company, tender Shares for redemption. Shares may only be redeemed pursuant to an offer by the Company to repurchase Shares. Any determination to offer to repurchase Shares will be made by the Board of Trustees of the Company. In connection with any repurchase offer by the Company, the amount that may be redeemed by any shareholder (including the Reporting Persons) will depend upon, among other things, (i) the size of the Company's repurchase offer and (ii) the aggregate net asset value of the Shares actually tendered by shareholders for redemption.
Item 5. Interest in Securities of the Issuer.
(a) As of the date hereof, the Reporting Persons may be deemed to beneficially own 25,553.64 Shares, representing approximately 22.3% of the aggregate number of Shares outstanding as of April 30, 2011. The percentages used herein and in the rest of the Schedule 13D are calculated based upon an aggregate of 114,566.88 Shares outstanding as of April 30, 2011, as reported to the Reporting Persons by the Company.
(b) The Reporting Persons have sole voting and dispositive power with respect to Shares.
(c) No transactions in the Shares were effected by the Reporting Persons during the sixty day period prior to the Date of Event that requires filing this statement on Schedule 13D.
(d) The limited partners of Holdings have the right to participate indirectly in the receipt of dividends from, or proceeds from the sale of, the Shares in accordance with their respective ownership interests.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
There are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Company, including but not limited to transfer or voting of any other securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies.
Item 7. Materials to be Filed as Exhibits.
None.
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this Schedule 13D is true, complete and correct.
DATED: May 26, 2011
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PWP (AGILITY) HOLDINGS LP
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/s/ Aaron Hood |
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Name: |
Aaron Hood |
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Title: |
Authorized Person |
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PERELLA WEINBERG PARTNERS LLC
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| By: |
/s/ Aaron Hood |
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Name: |
Aaron Hood |
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Title: |
Authorized Person |
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