N-CSRS 1 fp0054205_ncsrs.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

 

Agility Multi-Asset Income Fund

 

(Exact name of registrant as specified in charter)

 

c/o UMB Fund Services, Inc.

235 West Galena Street

Milwaukee, WI 53212

 

(Address of principal executive offices) (Zip code)

 

Ann Maurer

235 West Galena Street

Milwaukee, WI 53212

 

(Name and address of agent for service)

 

registrant's telephone number, including area code: (414) 299-2217

 

Date of fiscal year end: September 30

 

Date of reporting period: March 31, 2020

 

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 20549-1090. 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.

 

 

Agility Multi-Asset Income Fund

 

 

 

 

Financial Statements

 

For the Period Ended March 31, 2020

 

(Unaudited)

 

Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Agility Multi-Asset Income Fund’s (the “Fund’s”) shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access the report.

 

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. If you hold shares at the Fund’s transfer agent, you may elect to receive shareholder reports and other communications from the Fund electronically by contacting the Fund, c/o UMB Fund Services at 235 West Galena Street, Milwaukee, WI 53212, or by calling toll-free at 1 (888) 449-4909. If you own your shares through a financial intermediary (such as a broker-dealer or bank), you must contact your financial intermediary. You may elect to receive all future reports in paper free of charge.

 

You can inform the Fund or your financial intermediary, as applicable, that you wish to continue to receive paper copies of your shareholder reports by contacting them directly. Your election to receive reports in paper will apply to the Fund and all funds held through your financial intermediary, as applicable.

 

 

Agility Multi-Asset Income Fund

 

 

Table of Contents
For the Period Ended March 31, 2020 (Unaudited)

 
   

Schedule of Investments

2-6

Statement of Assets and Liabilities

7

Statement of Operations

8

Statements of Changes in Net Assets

9-10

Statement of Cash Flows

11

Financial Highlights

12-13

Notes to Financial Statements

14-24

Supplemental Information

25-26

 

 

1

 

 

Agility Multi-Asset Income Fund

 

 

Schedule of Investments

As of March 31, 2020 (Unaudited)

 

 

Strategy

Investments

 

Shares

   

Cost

   

Fair Value

 

Investment Funds — 90.60%

Exchange Traded Funds — 8.84%

Equity — 8.84%

 

First Trust North American Energy Infrastructure Fund

    284,478     $ 6,787,861     $ 5,060,864  
 

iShares Preferred & Income Securities ETF

    229,183       6,265,192       7,297,187  
 

iShares US Financials ETF

    7,585       1,014,771       737,869  
 

iShares US Technology ETF

    4,509       1,000,681       921,594  

 

 

 

    15,068,505       14,017,514  

Mutual Funds — 11.20%

Fixed Income — 11.20%

 

GMO Emerging Country Debt Fund

    472,311       13,059,630       10,962,328  
 

Harbor High-Yield Bond Fund

    789,835       7,870,860       6,800,476  

Total Mutual funds

 

    20,930,491       17,762,804  

Private Investment Funds — 70.56%

Fixed Income — 63.71%

 

AG REDI, Ltd.

            8,000,000       4,862,770  
 

ArrowMark Income Opportunity Fund QP, Ltd.

            20,293,530       16,666,867  
 

Beach Point Dynamic Income Offshore Fund, Ltd.

            14,922,749       17,898,735  
 

Good Hill Overseas Fund Ltd

            6,381,522       6,604,413  
 

Hudson Bay International Fund Ltd.

            10,000,000       10,588,695  
 

MAM Corporate Loan Feeder Fund

            9,817,010       8,373,496  
 

Melody Special Situations Offshore Credit Fund L.P.

            10,391,128       9,971,375  
 

Napier Park ABS Income Fund (Cayman) LP

            9,500,000       3,266,376  
 

Shenkman Opportunistic Credit Fund, Ltd.

            15,000,000       14,988,478  
 

Värde Credit Partners (Offshore), Ltd.

            9,500,000       7,808,050  
                113,805,940       101,029,255  

Reinsurance — 6.85%

 

Aeolus Property Catastrophe Keystone PF Fund L.P.

            11,746,718       10,869,345  

Total Private Investment Funds

 

    125,552,658       111,898,600  

Total Investments in Investment Funds

 

    161,551,654       143,678,918  

Investments in Securities — 4.57%

Common Stocks — 4.57%

United States — 4.57%

Basic Materials — 0.45%

 

Nucor Corp.

    9,401       457,216       338,624  
 

Southern Copper Corp.

    13,118       446,019       369,403  

Communications — 0.22%

 

The Interpublic Group of Cos, Inc.

    21,932       492,380       355,079  

 

See accompanying Notes to Financial Statements.

 

2

 

 

Agility Multi-Asset Income Fund

 

 

Schedule of Investments
As of March 31, 2020 (Unaudited) (continued)

 

 

Strategy

Investments

 

Shares

   

Cost

   

Fair Value

 

Investments in Securities — 4.57% (continued)

Common Stocks — 4.57% (continued)

Consumer, Cyclical — 1.01%

 

Carnival Corp.

    3,621     $ 191,264     $ 47,689  
 

Darden Restuarants, Inc.

    1,416       159,837       77,115  
 

Delta Air Lines, Inc.

    2,979       169,876       84,991  
 

General Motors Co.

    11,694       398,516       243,002  
 

Genuine Parts Co.

    5,222       521,571       351,598  
 

Hanesbrands, Inc.

    11,746       157,972       92,441  
 

MSC Industrial Direct Co, Inc.

    7,196       540,782       395,564  
 

PACCAR, Inc.

    2,215       157,135       135,403  
 

Penske Automotive Group, Inc.

    3,466       154,738       97,048  
 

Tapestry, Inc.

    6,318       238,958       81,818  

Consumer, Non-Cyclical — 0.56%

 

Amgen, Inc.

    742       135,192       150,426  
 

H&R Block, Inc.

    21,342       522,932       300,495  
 

Johnson & Johnson

    3,363       451,538       440,990  

Energy — 0.23%

 

Marathon Petroleum Corp.

    3,151       167,476       74,427  
 

Phillips 66

    5,286       519,496       283,594  

Financial — 0.21%

 

The Western Union Co.

    18,462       363,172       334,716  

Industrial — 1.03%

 

CH Robinson Worldwide, Inc.

    2,289       164,533       151,532  
 

Cummins, Inc.

    1,360       207,293       184,035  
 

Emerson Electric Co.

    2,287       152,383       108,976  
 

General Dynamics Corp.

    920       160,034       121,725  
 

Packaging Corp of America

    1,613       152,122       140,057  
 

Snap-On, Inc.

    1,022       157,041       111,214  
 

Sonoco Products Co.

    8,706       497,907       403,523  
 

United Parcel Service, Inc.

    4,380       459,257       409,179  

Technology — 0.26%

 

International Business Machines Corp.

    3,679       502,477       408,111  

Utilities — 0.60%

 

Alliant Energy Corp.

    1,508       66,406       72,821  
 

Consolidated Edison, Inc.

    2,833       251,415       220,974  
 

Dominion Energy, Inc.

    3,134       219,753       226,243  
 

DTE Energy Co.

    903       115,719       85,758  
 

New Jersey Resources Corp.

    2,106       106,525       71,541  
 

Public Service Enterprise Group, Inc.

    4,453       250,335       199,984  
 

Southwest Gas Holding, Inc.

    1,166       89,715       81,107  

Total Investments in Securities

 

    9,798,985       7,251,203  

 

 

See accompanying Notes to Financial Statements.

 

3

 

 

Agility Multi-Asset Income Fund

 

 

Schedule of Investments
As of March 31, 2020 (Unaudited) (continued)

 

 

Strategy

Investments

 

Shares

   

Cost

   

Fair Value

 

Short Term Investments — 6.46%

Money Market Funds — 6.46%

 

Fidelity Investments Money Market Funds Government Portfolio - Institutional Class, 1.50%1

    9,754,274     $ 9,754,274     $ 9,754,274  
 

UMB Money Market Fiduciary, 0.01%1

    475,026       475,026       475,026  

Total Short Term Investments

            10,229,300       10,229,300  

Total Investments (Cost $181,579,939) — 101.63%

                    161,159,421  

Liabilities in excess of other assets — (1.63%)

                    (2,587,942 )

Net Assets — 100%

                  $ 158,571,479  

 

1

The rate is the annualized seven-day effective yield at year end.

 

See accompanying Notes to Financial Statements.

 

4

 

 

Agility Multi-Asset Income Fund

 

 

Schedule of Investments
As of March 31, 2020 (Unaudited) (continued)

 

 

 

FUTURES CONTRACTS

                                 
 

Number of
Contracts
Long (Short)

 

Description

 

Expiration
Date

   

Notional
Value

   

Notional
Value at
March 31,
2020

   

Unrealized
Appreciation
(Depreciation)

 
    73  

US 10YR Note (CBT)

    June 19, 2020     $ 10,076,281     $ 10,124,187     $ 47,906  
    (76)  

S&P500 E-MINI

    June 19, 2020       (9,752,115 )     (9,764,860 )     (12,745 )
                                         

TOTAL FUTURES CONTRACTS

  $ 324,166     $ 359,327     $ 35,161  

 

 

See accompanying Notes to Financial Statements.

 

5

 

 

Agility Multi-Asset Income Fund

 

 

Schedule of Investments
As of March 31, 2020 (Unaudited) (continued)

 

 

Investment Funds by Strategy (as a percentage of net assets)

 

Investment Funds

 

Exchange Traded Funds

 

Equity

8.84%

Mutual Funds

 

Fixed Income

11.20%

Private Investment Funds

 

Fixed Income

63.71%

Reinsurance

6.85%

Total Private Investment Funds

70.56%

Total Investment Funds

90.60%

Investments in Securities

 

Common Stocks

4.57%

Short Term Investments

 

Money Market Funds

6.46%

Total Investments

101.63%

Other assets in excess of liabilities

(1.63)%

Total Net Assets

100.00%

 

 

See accompanying Notes to Financial Statements.

 

6

 

 

Agility Multi-Asset Income Fund

 

 

Statement of Assets and Liabilities

As of March 31, 2020 (Unaudited)

 

 

Assets

       

Investments in Investment Funds, at fair value (cost $161,551,654)

  $ 143,678,918  

Investments in securities, at fair value (cost $20,028,285)

    17,480,503  

Cash deposited with brokers for futures contracts

    1,381,048  

Receivable for investments in Investment Funds sold

    5,527,464  

Unrealized appreciation on open futures contracts

    47,906  

Interest Receivable

    4,766  

Dividend Receivable

    300,471  

Prepaid expenses and other assets

    74,814  

Total Assets

    168,495,890  
         

Liabilities

       

Cash due to custodian

    5,606  

Unrealized depreciation on open futures contracts

    12,745  

Tenders payable

    9,477,328  

Management fee payable

    104,806  

Professional fees payable

    82,001  

Subscriptions received in advance

    100,000  

Accounting and administration fees payable

    40,428  

Investor Distribution and Servicing Fees payable (Class A)

    35,842  

Transfer agent fees payable

    15,645  

Accounts payable and other accrued expenses

    50,010  

Total Liabilities

    9,924,411  

Net Assets

  $ 158,571,479  
         

Composition of Net Assets:

       

Paid-in capital

  $ 215,703,107  

Total distributable earnings

    (57,131,628 )

Net Assets

  $ 158,571,479  
         

Net Assets Attributable to:

       

Class A Shares

  $ 17,685,004  

Class I Shares

    140,886,476  
    $ 158,571,479  
         

Shares of Beneficial Interest Outstanding (Unlimited Number of Shares Authorized):

       

Class A Shares

    22,081  

Class I Shares

    167,520  
      189,601  
         

Net Asset Value per Share:

       

Class A Shares

  $ 800.90  

Class I Shares

  $ 841.01  

 

See accompanying Notes to Financial Statements.

 

7

 

 

Agility Multi-Asset Income Fund

 

 

Statement of Operations

For the Six Months Ended March 31, 2020 (Unaudited)

 

 

Investment Income

       

Dividend income

  $ 3,034,375  

Interest income

    69,398  

Total Income

    3,103,773  
         

Expenses

       

Management fees

    743,696  

Administrative and custodian fees

    187,668  

Professional fees

    120,635  

Investor Distribution and servicing fee (Class A)

    76,324  

Chief Compliance Officer fees

    29,224  

Other operating expenses

    82,722  

Total Expenses, before interest expense

    1,240,269  

Interest expense

    0  

Total Expenses

    1,240,269  
         

Net Investment Income

    1,863,504  
         

Net Realized Gain and Change in Unrealized Appreciation/Depreciation on Investments

       

Net realized gain on investments

    2,417,090  

Net realized gain on futures contracts

    1,581,106  

Net change in unrealized appreciation (depreciation) on investments

    (32,083,897 )

Net change in unrealized appreciation on futures contracts

    1,266  

Net Realized Loss and Change in Unrealized Appreciation on Investments

    (28,084,435 )
         

Net Decrease in Net Assets Resulting from Operations

  $ (26,220,931 )

 

See accompanying Notes to Financial Statements.

 

8

 

 

Agility Multi-Asset Income Fund

 

 

Statements of Changes in Net Assets

 

 

 

   

For the
Six Months
Ended
March 31,
2020
(Unaudited)

   

For the Year
Ended
September 30,
2019

 

Changes in Net Assets Resulting from Operations

               

Net investment income

  $ 1,863,504     $ 5,294,287  

Net realized gain on investments and futures contracts

    3,998,196       7,719,933  

Net change in unrealized depreciation on investments and futures contracts

    (32,082,631 )     (5,508,537 )

Net Change in Net Assets Resulting from Operations

    (26,220,931 )     7,505,683  
                 

Distributions to investors

               

Class A

    (981,223 )     (851,765 )

Class I

    (8,158,440 )     (7,766,408 )

Net Change in Net Assets from Distributions to Investors

    (9,139,663 )     (8,618,173 )
                 

Change in Net Assets Resulting from Capital Transactions

               

Class A

               

Proceeds from issuance of shares

    133,370       519,559  

Reinvested distributions

    591,508       434,042  

Cost of shares repurchased

    (1,435,670 )     (6,346,861 )

Early withdrawal fees

          12,018  

Total Class A Transactions

    (710,792 )     (5,381,242 )
                 

Class I

               

Proceeds from issuance of shares

    1,346,630       4,358,941  

Reinvested distributions

    2,313,970       1,997,952  

Cost of shares repurchased

    (17,067,128 )     (79,117,558 )

Early withdrawal fees

          42,581  

Total Class I Transactions

    (13,406,527 )     (72,718,084 )
                 

Net Change in Net Assets Resulting from Capital Transactions

    (14,117,320 )     (78,099,326 )
                 

Total Net Decrease in Net Assets

    (49,477,914 )     (79,211,816 )
                 

Net Assets

               

Beginning of period

    208,049,393       287,261,209  

End of period

  $ 158,571,479     $ 208,049,393  
                 

 

See accompanying Notes to Financial Statements.

 

9

 

 

Agility Multi-Asset Income Fund

 

 

Statements of Changes in Net Assets (continued)

 

 

   

For the
Six Months
Ended
March 31,
2020
(Unaudited)

   

For the Year
Ended
September 30,
2019

 

Shareholder Activity

               

Class A Shares

               

Shares sold

    142       538  

Reinvested distributions

    624       468  

Shares repurchased

    (1,599 )     (6,677 )

Net Change in Class A Shares Outstanding

    (833 )     (5,671 )
                 

Class I Shares

               

Shares sold

    1,343       4,396  

Reinvested distributions

    2,329       2,073  

Shares repurchased

    (18,783 )     (79,522 )

Net Change in Class I Shares Outstanding

    (15,111 )     (73,053 )
                 

Total Change in Shares Outstanding

    (15,944 )     (78,724 )

 

 

See accompanying Notes to Financial Statements.

 

10

 

 

Agility Multi-Asset Income Fund

 

 

Statement of Cash Flows

For the Six Months Ended March 31, 2020 (Unaudited)

 

 

Cash Flows From Operating Activities

       

Net decrease in net assets from operations

  $ (26,220,931 )

Adjustments to reconcile net decrease in net assets resulting from operations to net cash provided by operating activities:

       

Net realized (gain) loss from investments

    (2,417,090 )

Net change in unrealized (appreciation)/depreciation on investments

    32,083,897  

Purchases of investments in Investments Funds

    (58,441,727 )

Purchases of investments in securities

    (7,934,826 )

Purchases of short term investments

    (67,963,913 )

Sales of investments in Investments Funds

    69,388,349  

Sales of investments in securities

    23,037,479  

Sales of short term investments

    76,617,082  

(Increase)/ Decrease in Assets:

       

Increase in receivable for investments in Investment Funds sold

    (5,527,464 )

Decrease in unrealized appreciation on open futures contracts

    128,394  

Increase in dividends receivable

    (272,734 )

Decrease in interest receivable

    24,100  

Decrease in prepaid expenses and other assets

    5,392  

Increase/(Decrease) in Liabilities:

       

Decrease in unrealized depreciation on open futures contracts

    (129,660 )

Decrease in management fees payable

    (171,106 )

Decrease in Investor Distribution and Servicing Fees payable

    (5,954 )

Decrease in professional fees payable

    (38,232 )

Decrease in accounting and administration fees payable

    (54,147 )

Decrease in transfer agent fees payable

    (21,375 )

Increase in accounts payable and other accrued expenses

    19,576  

Net Cash Provided by Operating Activities

    32,105,110  
         

Cash Flows from Financing Activities

       

Proceeds from issuance of shares (net of change in subscriptions received in advance of $0)

    1,480,000  

Distributions to shareholders (net of change in distributions payable of $(1,709,204))

    (7,943,389 )

Payments for shares repurchased, (net of change in payable for shares repurchased of(6,465,489))

    (24,968,287 )

Early withdrawal fees

     

Net Cash Used in Financing Activities

    (31,431,676 )
         

Cash and cash equivalents

       

Net change in Cash

    673,434  

Cash and cash equivalents at beginning of period

    702,008  

Cash at end of period

  $ 1,375,442  

Supplemental disclosure of non-cash activities

       

Reinvested distributions

  $ 2,905,478  

Cash paid during the year for interest expense

  $  

 

See accompanying Notes to Financial Statements.

 

11

 

 

Agility Multi-Asset Income Fund

 

 

Financial Highlights

Class A Shares

 

 

Per Share Data and Ratios for a Share of Beneficial Interest Outstanding Throughout the Period.

 

   

Class A Shares

 
   

For the
Six Months
Ended
March 31,
2020
(Unaudited)

   

For the
Year Ended
September 30,
2019

   

For the
Year Ended
September 30,
2018

   

For the
Year Ended
September 30,
2017

   

For the
Year Ended
September 30,
2016

   

For the
Year Ended
September 30,
2015

 

Per Share Operating Performance:

                                               

Net Asset Value, beginning of period

  $ 972.41     $ 976.28     $ 1,004.04     $ 990.58     $ 952.94     $ 1,072.60  

Activity from investment operations:(1)

                                               

Net investment income (loss)

    5.82       14.41       7.32       5.14       6.31 (2)      (0.48 )(2)

Net realized and unrealized gain (loss) on investments

    (134.66 )     11.98       4.98       59.92       66.79 (2)      (74.75 )(2)

Total from investment operations

    (128.84 )     26.39       12.30       65.06       73.10       (75.23 )
                                                 

Distributions to shareholders

                                               

From net investment income

    (42.67 )     (30.72 )     (40.06 )     (51.60 )     (27.12 )     (14.98 )

From net realized gains

                            (8.34 )     (29.45 )

Total distributions to shareholders

    (42.67 )     (30.72 )     (40.06 )     (51.60 )     (35.46 )     (44.43 )
                                                 

Early Withdrawal Fee Proceeds(1),(8)

          0.46                                  
                                                 

Net Asset Value, end of period

  $ 800.90     $ 972.41     $ 976.28     $ 1,004.04     $ 990.58     $ 952.94  
                                                 

Net Assets, end of period (in thousands)

  $ 17,685     $ 22,282     $ 27,907     $ 32,441     $ 35,779     $ 53,681  
                                                 

Ratios/Supplemental Data:

                                               

Net investment income/(loss)

    1.25 %(6)     1.51 %     0.76 %     0.54 %     0.76 %(2)     (0.04 )%(2)
                                                 

Net Expenses (3),(4)

    1.90 %(6)     2.16 %     2.11 %     2.11 %     2.03 %     2.01 %
                                                 

Portfolio Turnover Rate

    34.84 %(7)     28.02 %     44.33 %     17.04 %     39.27 %     36.53 %

Total Return (5)

    (13.91 )%(7)     2.94 %     1.26 %     6.76 %     7.87 %     (7.22 )%

 

(1)

Based on average Shares outstanding throughout the period.

(2)

Prior fiscal year amounts have been adjusted as a result of reclassifications made to decrease net investment income and increase realized gains.

(3)

Represents the ratio of expenses to average net assets absent fee waivers, expense reimbursements and/or expense recoupment by the Adviser.

(4)

The expense and net investment income (loss) ratios do not include income or expenses of the Investment Funds in which the Fund invests

(5)

Total return based on per share net asset value reflects the change in net asset value based on the effects of the performance of the Fund during the period and assumes distributions, if any, were reinvested. Total returns shown exclude the effect of applicable sales charges and redemption fees.

(6)

Annualized for periods less than one full year.

(7)

Not annualized.

(8)

Prior to fiscal year end 2019, early withdrawal fees were not displayed.

 

See accompanying Notes to Financial Statements.

 

12

 

 

Agility Multi-Asset Income Fund

 

 

Financial Highlights
Class I Shares

 

 

Per Share Data and Ratios for a Share of Beneficial Interest Outstanding Throughout the Period.

 

   

Class I Shares

 
   

For the
Six Months
Ended
March 31,
2020
(Unaudited)

   

For the
Year Ended
September 30,
2019

   

For the
Year Ended
September 30,
2018

   

For the
Year Ended
September 30,
2017

   

For the
Year Ended
September 30,
2016

   

For the
Year Ended
September 30,
2015

 

Per Share Operating Performance:

                                               

Net Asset Value, beginning of period

  $ 1,017.17     $ 1,014.35     $ 1,034.71     $ 1,012.31     $ 967.22     $ 1,082.51  

Activity from investment operations:(1)

                                               

Net investment income

    9.63       22.21       14.45       12.58       12.42 (2)      4.93 (2) 

Net realized and unrealized gain (loss) on investments

    (141.36 )     12.92       5.25       61.42       68.13 (2)      (75.79 )(2)

Total from investment operations

    (131.73 )     35.13       19.70       74.00       80.55       (70.86 )
                                                 

Distributions to shareholders

                                               

From net investment income

    (44.43 )     (32.47 )     (40.06 )     (51.60 )     (27.12 )     (14.98 )

From net realized gains

                            (8.34 )     (29.45 )

Total distributions to shareholders

    (44.43 )     (32.47 )     (40.06 )     (51.60 )     (35.46 )     (44.43 )
                                                 

Early Withdrawal Fee Proceeds(1),(8)

          0.16                                  
                                                 

Net Asset Value, end of period

  $ 841.01     $ 1,017.17     $ 1,014.35     $ 1,034.71     $ 1,012.31     $ 967.22  
                                                 

Net Assets, end of period (in thousands)

  $ 140,886     $ 185,767     $ 259,355     $ 292,453     $ 289,726     $ 359,277  
                                                 

Ratios/Supplemental Data:

                                               

Net investment income/(loss)

    1.97 %(6)     2.23 %     1.44 %     1.24 %     1.32 %(2)     0.46 %(2)
                                                 

Net Expenses (3),(4)

    1.18 %(6)     1.44 %     1.40 %     1.39 %     1.42 %     1.50 %
                                                 

Portfolio Turnover Rate

    34.84 %(7)     28.02 %     44.33 %     17.04 %     39.27 %     36.53 %

Total Return (5)

    (13.60 )%(7)     3.67 %     1.95 %     7.52 %     8.53 %     (6.74 )%

 

(1)

Based on average Shares outstanding throughout the period.

(2)

Prior fiscal year amounts have been adjusted as a result of reclassifications made to decrease net investment income and increase realized gains.

(3)

Represents the ratio of expenses to average net assets absent fee waivers, expense reimbursements and/or expense recoupment by the Adviser.

(4)

The expense and net investment income (loss) ratios do not include income or expenses of the Investment Funds in which the Fund invests

(5)

Total return based on per share net asset value reflects the change in net asset value based on the effects of the performance of the Fund during the period and assumes distributions, if any, were reinvested. Total returns shown exclude the effect of applicable sales charges and redemption fees.

(6)

Annualized for periods less than one full year.

(7)

Not annualized.

(8)

Prior to fiscal year end 2019, early withdrawal fees were not displayed.

 

See accompanying Notes to Financial Statements.

 

13

 

 

Agility Multi-Asset Income Fund

 

 

Notes to Financial Statements

March 31, 2020 (Unaudited)

 

 

Note 1 – Organization

 

Agility Multi-Asset Income Fund (formerly GAI Agility Income Fund) (the “Fund”), is a Delaware statutory trust, registered under the Investment Company Act of 1940, as amended (the “1940 Act”) as a closed-end management investment company. Perella Weinberg Partners Capital Management LP (the “Adviser”), a Delaware limited partnership, serves as the investment adviser to the Fund. Prior to July 1, 2019 Wells Fargo Investment Institute, Inc. (the “Former Adviser”) served as the investment adviser to the Fund and the Adviser served as the sub-adviser to the Fund.

 

The principal investment objective of the Fund is to seek positive 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”). Investment Funds will be managed by investment advisers or investment managers (collectively, “Investment Managers”) who are not expected to be affiliated with the Adviser. 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, equity securities, other 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 Adviser may cause the Fund to maintain such cash holdings as the Adviser 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 “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 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.

 

Note 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 of America (“GAAP”). The accompanying financial statements of the Fund are stated in U.S. dollars. The Fund is an investment company and follows the accounting and reporting guidance under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies.

 

In early 2020, an outbreak of a novel strain of coronavirus (COVID-19) emerged globally. This coronavirus has resulted in closing international borders, enhanced health screenings, healthcare service preparation and delivery, quarantines, cancellations, disruptions to supply chains and customer activity, as well as general public concern and uncertainty. The impact of this outbreak has negatively affected the worldwide economy, as well as the economies of individual countries, the financial health of individual companies and the market in general in significant and unforeseen ways. The future impact of COVID-19 is currently unknown, and it may exacerbate other risks that apply to the Fund, including political, social and economic risks. Any such impact could adversely affect the Fund’s performance, the performance of the securities in which the Fund invests and may lead to losses on your investment in the Fund. The ultimate impact of COVID-19 on the financial performance of the Fund’s investments is not reasonably estimable at this time.

 

(a) Valuation of Investments

 

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 ETFs”) and its investments in securities that trade on active exchanges at fair value and its investments in private Investment Funds (“Private Investment Funds”) in accordance with procedures established in good faith by the Board using net asset value per share. The fair value of Mutual Funds is based on reported net asset value per share, and the fair value of ETFs and investments in securities is based on quoted market prices at the close of trading on the active exchanges on which the securities are traded on the reporting date. The fair value of a Private Investment Fund ordinarily will be the net asset value of that Private Investment Fund determined and reported by

 

14

 

 

Agility Multi-Asset Income Fund

 

 

Notes to Financial Statements
March 31, 2020 (Unaudited) (continued)

 

 

Note 2 – Significant Accounting Policies (continued)

 

the Private Investment Fund in accordance with the valuation policies established by the Private Investment Fund and/or its investment manager, absent information indicating that such net asset value does not represent the fair value of the Private Investment Fund. The Fund could reasonably expect to receive the net asset value of its interests from the Private Investment 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. In particular, FASB Topic 820, Fair Value Measurements (“ASC 820”) 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 would 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 investment 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. A listing of each investment made by the Fund by strategy can be found in the tables within the Schedule of Investments.

 

Due to the nature of the investments held by the Private Investment Funds, changes in market conditions and the economic environment may significantly impact the value of the Private Investment Funds and the fair value of the Fund’s interests in the Private Investment Funds. Furthermore, changes to the liquidity provisions of the Private Investment Funds may significantly impact the fair value of the Fund’s interests in the Private Investment Funds. Under some circumstances, the Fund or the Adviser may determine, based on other information available to the Fund or the Adviser, that a Private Investment Fund’s reported valuation does not represent fair value. If it is determined that the Private Investment 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, 2020, no such adjustments were deemed necessary by the Adviser. In addition, the Fund may not have a Private Investment Fund’s reported valuation as of a particular fiscal period end. In such cases, the Fund would determine the fair value of such a Private Investment Fund based on any relevant information available at the time. The Board has also established procedures for the valuation of investment securities other than securities of Investment Funds, if any, held directly by the Fund.

 

The Fund may invest in Investment Funds that purchase and sell futures contracts and options on futures contracts or engage in swap transactions, or may purchase and sell such instruments and engage in such transactions directly. The Adviser currently relies on the no-action relief afforded by Commodity Futures Trading Commission (“CFTC”) Staff Letter No. 12-38. Therefore, the Adviser will not be required to deliver a CFTC disclosure document to Fund investors (“Shareholders”), nor will it be required to provide Shareholders certified annual reports that satisfy the requirements of CFTC regulations generally applicable to registered Commodity Pool Operators. Although the Adviser is registered as a “commodity trading advisor” with the CFTC, it will operate the Fund pursuant to CFTC Rule 4.14(a)(8). As of the date of these financial statements, there is no certainty that the Adviser or other parties will be able to rely on these exclusions and any other exemptions in the future. Additional CFTC regulation (or a choice to no longer use strategies that trigger additional regulation) may cause the Fund to change its investment strategies or to incur additional expenses.

 

In entering into futures contracts and options on futures contracts, there is a credit risk that a counterparty will not be able to meet its obligations to an Investment Fund. The counterparty for futures contracts and options on futures contracts traded in the United States and on most foreign futures exchanges is the clearinghouse associated with such exchange. In general, clearinghouses are backed by the corporate members of the clearinghouse who are required to share any financial burden resulting from the non-performance by one of its members and, as such, should significantly reduce this credit risk. In cases where the clearinghouse is not backed by the clearing members (i.e., some foreign exchanges), it is normally backed by a consortium of banks or other financial institutions. There can be no assurance that any counterparty, clearing member or clearinghouse will be able to meet its obligations to an Investment Fund.

 

(b) Federal 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. In accounting for income taxes, the Fund follows the guidance in FASB ASC 740, Accounting for Uncertainty in Income Taxes. FASB ASC 740

 

15

 

 

Agility Multi-Asset Income Fund

 

 

Notes to Financial Statements
March 31, 2020 (Unaudited) (continued)

 

 

Note 2 – Significant Accounting Policies (continued)

 

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 material uncertain tax positions requiring recognition in the Fund’s financial statements as of March 31, 2020.

 

The Fund’s income and federal excise tax returns and all financial records supporting the 2017, 2018 and 2019 returns are subject to examination by the federal and Delaware revenue authorities.

 

The Fund’s policy is to classify interest and penalties associated with underpayment of federal and state income taxes, if any, as income tax expense on its Statement of Operations. As of March 31, 2020, the Fund did not have any interest or penalties associated with the underpayment of any income taxes.

 

(c) Investment Transactions and Related Income

 

The Fund’s investment transactions are accounted for on a trade-date basis. Realized gains and losses from investment transactions and unrealized appreciation and depreciation of investments are determined using the first-in first-out cost basis method for financial reporting. 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.

 

(d) Cash and Cash Equivalents

 

Cash and cash equivalents may include demand deposits and highly liquid investments with original maturities of three months or less. Cash and cash equivalents are carried at cost, which approximates fair value. The Fund deposits its cash and cash equivalents with highly-rated banking corporations and, at times, may exceed the insured limits under applicable law. 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.

 

(e) Distributions to Shareholders

 

The Fund intends to make regular quarterly distributions to 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 year 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.

 

(f) 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 and the differences could be material.

 

16

 

 

Agility Multi-Asset Income Fund

 

 

Notes to Financial Statements
March 31, 2020 (Unaudited) (continued)

 

 

Note 2 – Significant Accounting Policies (continued)

 

(g) 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) certain investment related expenses, (2) interest and commitment expense on any borrowings, if any; and (3) all costs and expenses associated with the registration of the Fund and/or its securities under, and in compliance with, any applicable federal and state laws.

 

Note 3 – Investment Advisory and Other Agreements

 

Pursuant to the advisory agreement between the Fund and the Adviser, the Fund pays the Adviser each month a Management Fee equal to one-twelfth of 0.75% of the aggregate net asset value of outstanding Shares (borne by Class A and Class I Shares on a pro rata basis) determined as of the last business day of that month (before any repurchases of Shares). Prior to July 1, 2019, the Fund paid the Former Adviser each month, after waivers, a Management Fee equal to one-twelfth of 1.00% of the aggregate net asset value of outstanding Shares (borne by Class A and Class I Shares on a pro rata basis) determined as of the last business day of that month (before any repurchases of Shares).

 

The Fund has entered into an expense limitation agreement that limits the Fund’s annualized ordinary fund-wide operating expenses to 2.00% through June 30, 2020 (the “Expense Limitation Agreement”) and which may or may not be renewed annually thereafter. Class I Shares have no class-specific expenses. Shareholders holding Class A Shares will pay (in addition to up to 2.00% annually of the Fund’s average net assets attributable to each share class in ordinary fund-wide operating expenses) an additional annualized amount of up to 0.75% (the “Investor Distribution and Servicing Fee”), for a total of up to 2.75%. 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 charged to Class A Shareholders. Ordinary fund-wide operating expenses include, for the avoidance of doubt, the Management Fee and the Fund’s start-up, offering and organizational expenses. In addition, 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 Shareholders) fall below the annualized rate of 2.00% per year. The Fund, however, is not obligated to pay any such amount more than three years after 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, 2020, there was no amount subject to recoupment within three years after the end of the fiscal year in which the Adviser reimbursed the expenses. As of March 31, 2020, there were no expenses reimbursable by the Adviser.

 

Effective July 1, 2019, under the terms of the wholesaling and placement agent agreement between the Fund and UMB Distribution Services, LLC (the “Placement Agent”) (the “Wholesaling and Placement Agent Agreement”), the Placement Agent is authorized to retain brokers, dealers and certain financial advisors for distribution services and to provide ongoing investor services and account maintenance services to Shareholders purchasing Shares that are their customers (“Investor Service Providers”). These services include, but are not limited to, handling Shareholder inquiries regarding the Fund (e.g. responding to questions concerning investments in the Fund, capital account balances, and reports and tax information provided by the Fund); assisting in the enhancement of relations and communications between Shareholders and the Fund; assisting in the establishment and maintenance of Shareholder accounts with the Fund; assisting in the maintenance of Fund records containing Shareholder information; and providing such other information and Shareholder liaison services as the Fund or the Placement Agent may reasonably request.

 

Under the Wholesaling and Placement Agent Agreement, the Fund will pay a quarterly Investor Distribution and Servicing Fee out of Class A Share net assets at the annual rate of 0.75% of the aggregate NAV of Class A Shares that have been outstanding for more than twelve (12) months, determined and accrued as of the last day of each calendar month (before any repurchases of Class A Shares) and paid 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. The Placement Agent may pay all or a portion of the Investor Distribution and Servicing Fee it receives to other Investor Service Providers, acting as sub-placement agents, which may include affiliates of the Adviser. Each Investor Service Provider is paid based on the aggregate net asset value of outstanding Class A Shares held by Shareholders that receive services from such

 

17

 

 

Agility Multi-Asset Income Fund

 

 

Notes to Financial Statements
March 31, 2020 (Unaudited) (continued)

 

 

Note 3 – Investment Advisory and Other Agreements (continued)

 

Investor Service Provider that have been outstanding for more than twelve (12) months. Pursuant to the conditions of an exemptive order issued by the 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.

 

Under the terms of the Wholesaling and Placement Agent Agreement, the Placement Agent’s sub-agents are entitled to receive a placement fee based on the net 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 from the initial or additional subscriptions provided by the Shareholder and, subject to certain exceptions and waivers listed in the Fund’s Private Placement Memorandum, 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 months ended March 31, 2020, Class A Share Placement Fees paid to sub-agents of the Placement Agent by Shareholders upon subscription into the Fund were $500.

 

In addition, the Placement Agent (or one of its affiliates) may, from its own resources, make payments to brokers, dealers and Investor Service Providers for the provision of sales training, product education and access to sales staff, the support and conduct of due diligence, balance maintenance, the provision of information and support services to clients, inclusion on preferred provider lists and the provision of other services with respect to Shares.

 

UMB Fund Services, Inc. (“UMBFS”) serves as the Fund’s fund accountant, transfer agent and administrator; UMB Bank, n.a., an affiliate of UMBFS, serves as the Fund’s custodian. Prior to July 1, 2019 BNY Mellon Investment Servicing (U.S.) Inc. served in these roles.

 

Certain trustees and officers of the Fund are employees of UMBFS. The Fund does not compensate trustees and officers affiliated with the Fund’s administrator. For the six months ended March 31, 2020, the Fund’s allocated fees incurred for trustees who are not affiliated with the Fund’s administrator are reported on the Statement of Operations.

 

Effective July 1, 2019, Vigilant Compliance, LLC provides Chief Compliance Officer (“CCO”) services to the Fund. The Fund’s allocated fees incurred for CCO services for the six months ended March 31, 2020, are reported on the Statement of Operations. Prior to July 1, 2019, an employee of the Former Adviser served as CCO and did not receive separate compensation from the Fund for that role.

 

Note 4 – Federal Income Taxes

 

At March 31, 2020, gross unrealized appreciation and depreciation of investments owned by the Fund, based on cost for federal income tax purposes were as follows:

 

Cost of investments

  $ 182,308,297  

Gross unrealized appreciation

  $ 5,097,080  

Gross unrealized depreciation

    (26,245,956 )

Net unrealized depreciation on investments

  $ (21,148,876 )

 

18

 

 

Agility Multi-Asset Income Fund

 

 

Notes to Financial Statements
March 31, 2020 (Unaudited) (continued)

 

 

Note 4 – Federal Income Taxes (continued)

 

The difference between cost amounts for financial statement and federal income tax purposes is due primarily to timing differences in recognizing certain gains and losses in security transactions.

 

GAAP requires that certain components of net assets to be reclassified between financial and tax reporting. These reclassifications have no effect on net assets or NAV per share. For the year ended September 30, 2019, permanent differences in book and tax accounting primarily from investments in passive foreign investment companies, have been reclassified to paid-in capital and total distributable earnings as follows:

 

Increase (Decrease)

Paid-in Capital

Total Distributable
Earnings

$(3,204,100) $3,204,100

 

As of September 30, 2019, the components of accumulated earnings (deficit) on a tax basis were as follows:

 

Undistributed ordinary income

  $ 7,535,932  

Undistributed long-term gains

     

Accumulated capital and other losses

    (26,654,750 )

Dividends payable

    (1,709,204 )

Unrealized depreciation on investments

    (943,012 )

Total accumulated deficit

  $ (21,771,034 )

 

As of September 30, 2019, the Fund has a net long-term non-expiring capital loss carryover of $26,495,387. Capital loss carryovers are available to offset future realized capital gains and thereby reduce further taxable gain distributions. During the year ended September 30, 2019, the Fund utilized $1,687,789 of its capital loss carryover.

 

The tax character of distributions paid during the fiscal years ended September 30, 2019 and September 30, 2018 were as follows:

 

Distribution paid from:

 

2019

   

2018

 

Ordinary income

  $ 8,618,173     $ 12,754,247  

Net long-term capital gains

           

Total taxable distributions

  $ 8,618,173     $ 12,754,247  

 

Note 5 – Investment Transactions

 

For the six months ended March 31, 2020, purchases and sales of investments, excluding short-term investments, were $66,376,553 and $92,425,828, respectively.

 

Note 6 – Investments in Investment Funds

 

The Adviser monitors the performance of Investment Funds. Such monitoring procedures include, but are not limited to, monitoring market movements and the Investment Funds’ portfolio investments, comparing performance to industry benchmarks, in depth conference calls and site visits with Investment Managers.

 

Complete information about the underlying investments held by certain of 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 as of March 31, 2020.

 

19

 

 

Agility Multi-Asset Income Fund

 

 

Notes to Financial Statements
March 31, 2020 (Unaudited) (continued)

 

 

Note 6 – Investments in Investment Funds (continued)

 

The following table summarizes the Fund’s investments in the Investment Funds during the six months ended March 31, 2020, 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 varies and ranges from 0.15% to 2.00% per annum of the NAV of that Investment Fund. Additionally, the Investment Manager of each Investment Fund will generally receive an incentive fee/allocation from each investor ranging from 10% 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.

 

Investments in Investment
Funds

 

% of Fund’s
Total
Investments
In Investment
Funds 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.

    12.5%     $ 17,898,735     $ (4,575,793 )   $ 1,928,158  

Monthly

  Cayman Islands  

ArrowMark Income Opportunity Fund QP, Ltd.

    11.6       16,666,867       (2,404,695 )      

Quarterly

  Cayman Islands  

Shenkman Opportunistic Credit Fund, Ltd.

    10.4       14,988,478       (836,025 )      

Quarterly

  Cayman Islands  

GMO Emerging Country Debt Fund

    7.6       10,962,328       (2,117,648 )     (154,808 )

Daily

  United States  

Aeolus Property Catastrophe Keystone PF Fund L.P.

    7.6       10,869,345       836,138       (656,422 )

Semi-Annually

  Bermuda  

Hudson Bay International Fund Ltd.

    7.4       10,588,695       523,767        

Quarterly

  Cayman Islands  

Melody Special Situations Offshore Credit Fund L.P.

    6.9       9,971,375       (1,636,034 )     59,631  

In Liquidation

  Cayman Islands  

MAM Corporate Loan Feeder Fund

    5.8       8,373,496       (1,700,116 )      

Monthly

  Ireland  

Värde Credit Partners (Offshore), Ltd.

    5.4       7,808,050       (1,691,950 )      

Quarterly

  Cayman Islands  

iShares Preferred and Income Securities ETF

    5.1       7,297,187       1,031,994        

Daily

  United States  

Harbor High-Yield Bond Fund

    4.7       6,800,476       (1,130,328 )     171,683  

Daily

  United States  

Good Hill Overseas Fund Ltd

    4.6       6,604,413       (1,795,348 )      

Quarterly

  Cayman Islands  

First Trust North American Energy Infrastructure Fund

    3.5       5,060,864       (2,525,052 )     286,160  

Daily

  United States  

AG REDI, Ltd.

    3.4       4,862,770       (3,137,230 )      

Quarterly

  British Virgin Islands  

Napier Park ABS Income Fund (Cayman) LP

    2.3       3,266,376       (6,233,624 )      

Quarterly

  Cayman Islands  

iShares US Technology ETF

    0.7       921,594       (79,086 )     70,387  

Daily

  United States  

iShares US Financials ETF

    0.5       737,869       (276,902 )     18,864  

Daily

  United States  

Lazard Global Listed Infrastructure Portfolio

                (943,635 )     (276,727 )

Daily

  United States  

Total Investments in Investment Funds

    100.0%     $ 143,678,918     $ (28,691,566 )   $ 1,446,926          

 

*

Subject to the terms of the offering memorandums of the Investment Funds. Different tranches may have different liquidity terms and may be subject to investor level gates. Redemption notice periods for the Private Investment Funds range from 14 to 90 days.

 

20

 

 

Agility Multi-Asset Income Fund

 

 

Notes to Financial Statements
March 31, 2020 (Unaudited) (continued)

 

 

Note 6 – Investments in Investment Funds (continued)

 

While redemptions are permitted per the terms of the offering memorandums of the Investment Funds, such redemptions may be deferred or suspended at any time upon the election of the Investment Manager of such Investment Fund. Moreover, certain Private Investment Funds may amend their liquidity provisions or otherwise further restrict the Fund’s ability to make withdrawals from those Private Investment Funds. No such amendments were put in place during the six months ended March 31, 2020. The Fund had no unfunded capital commitments as of March 31, 2020.

 

The following is a summary of the investment strategies of the Investment Funds held in the Fund as of March 31, 2020:

 

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.

 

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.

 

Note 7 – Fair Value Measurements and Disclosure

 

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.

 

Investments in Mutual Funds and ETFs, and investments in equity securities 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 Private Investment Funds measured based upon NAV as a practical expedient to determine fair value are not required to be categorized in the fair value hierarchy.

 

21

 

 

Agility Multi-Asset Income Fund

 

 

Notes to Financial Statements
March 31, 2020 (Unaudited) (continued)

 

 

Note 7 – Fair Value Measurements and Disclosure (continued)

 

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, 2020 is as follows:

 

Description

 

Total Fair Value
at 3/31/2020

   

Level 1

   

Level 2

   

Level 3

   

Investments
Valued at Net
Asset Value

 

Assets

                                       

Exchange Traded Funds

                                       

Equity

  $ 14,017,514     $ 14,017,514     $     $     $  

Mutual Funds

                                       

Fixed Income

    17,762,804       17,762,804                    

Investments in Securities

                                       

Common Stocks

    7,251,203       7,251,203                    

Private Investment Funds (1)

    111,898,600                         111,898,600  

Money Market Funds

    10,229,300       10,229,300                          

Total Investments

  $ 161,159,421     $ 49,260,821     $     $     $ 111,898,600  

Other Financial Instruments(2)

                                       

Futures Contracts

    47,906       47,906                    

Total Assets

  $ 161,207,327     $ 49,308,727     $     $     $ 111,898,600  
                                         

Liabilities

                                       

Other Financial Instruments(2)

                                       

Futures Contracts

  $ 12,745     $ 12,745     $     $     $  

Total Liabilities

  $ 12,745     $ 12,745     $     $     $  

 

(1)

Assets valued using NAV as a practical expedient, an indicator of fair value, are listed in a separate column to permit reconciliation to totals in the Statement of Assets and Liabilities.

 

(2)

Other financial instruments are derivative instruments such as futures contracts. Futures contracts are valued at the unrealized appreciation (depreciation) on the instrument.

 

There were no Level 3 securities held during the year nor any transfers into or out of Level 3 of the fair value hierarchy.

 

Note 8 – Derivatives and Hedging Disclosure

 

The Fund has adopted the disclosure provisions of FASB Accounting Standard Codification 815, Derivatives and Hedging. Derivatives and Hedging requires enhanced disclosures about the Fund’s derivative and hedging activities, including how such activities are accounted for and their effects on the Fund’s financial position, performance and cash flows. The Fund invested in futures contracts during the six months ended March 31, 2020.

 

22

 

 

Agility Multi-Asset Income Fund

 

 

Notes to Financial Statements
March 31, 2020 (Unaudited) (continued)

 

 

Note 8 – Derivatives and Hedging Disclosure (continued)

 

The effects of these derivative instruments on the Fund’s financial position and financial performance as reflected in the Statement of Assets and Liabilities and Statement of Operations are presented in the tables below. The fair values of derivative instruments as of March 31, 2020 by risk category are as follows:

 

 

Asset Derivatives

Liability Derivatives

Derivative Type

Statement of Asset and Liabilities Location

Value

Statement of Asset and Liabilities Location

Value

Futures Contracts

Unrealized appreciation on open futures contracts

$47,906

Unrealized depreciation on open futures contracts

$12,745

Total

 

$47,906

 

$12,745

 

The effects of derivative instruments on the Statement of Operations for the six months ended March 31, 2020 are as follows:

 

Net Realized Gain on Futures Contracts

  $ 1,581,106  

 

Net Change in Unrealized Appreciation on Futures Contracts

  $ 1,266  

 

The number of contracts are included on the Schedule of Investments. The quarterly average volumes of derivative instruments as of March 31, 2020 are as follows:

 

Derivative

 

Quarterly Average

   

Notional Amount

 

Futures Contracts - Purchased

Average Notional Value

  $ 5,052,296  

Futures Contracts - Written

Average Notional Value

    (4,947,535 )

 

Note 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 NAV 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.

 

Because the Fund is a closed-end fund, and Shareholders do not have the right to require the Fund to redeem Shares, the Fund may from time to time offer to repurchase Shares pursuant to written tenders by Shareholders, in order to provide a limited degree of liquidity to Shareholders. Repurchases will be made at such times, in such amounts and on such terms as may be determined by the Board, in its sole discretion. In determining whether the Fund should offer to repurchase Shares, the Board will consider a variety of operational, business and economic factors. The Adviser expects to ordinarily recommend that the Board authorize the Fund to offer to repurchase Shares from Shareholders quarterly with March 31, June 30, September 30 and December 31 valuation dates (or, if any such date is not a Business Day, on the last Business Day of such calendar quarter).

 

If the interval between the date of purchase of Shares and the valuation date with respect to the repurchase of such Shares is less than one year, then such repurchase will be subject to a 2% early withdrawal fee payable to the Fund. In determining whether the repurchase of Shares is subject to an early withdrawal fee, the Fund will repurchase those shares held the longest first.

 

23

 

 

Agility Multi-Asset Income Fund

 

 

Notes to Financial Statements
March 31, 2020 (Unaudited) (continued)

 

 

Note 9 – Capital Share Transactions (continued)

 

For the six months ended March 31, 2020, transactions in the Fund’s Shares were as follows:

 

 

 

Subscriptions
(in Shares)

   

Subscriptions

   

Reinvestment of
Distributions
(in Shares)

   

Reinvestment of
Distributions

   

Shares
Repurchased
(in Shares)

   

Shares
Repurchased

 

Class A

    142     $ 133,370       624     $ 591,508       (1,599 )   $ (1,435,670 )

Class I

    1,343       1,346,630       2,329       2,313,970       (18,783 )     (17,067,128 )
      1,485     $ 1,480,000       2,953     $ 2,905,478       (20,382 )   $ (18,502,798 )

 

Note 10 – Indemnifications

 

In the normal course of business, the Fund enters into contracts that contain a variety of representations which provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, the Fund expects the risk of loss to be remote.

 

Note 11 – New Accounting Pronouncement

 

In August 2018, FASB issued Accounting Standards Update No. 2018-13 (“ASU 2018-13”), “Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement,” which amends the fair value measurement disclosure requirements of ASC Topic 820 (“ASC 820”), “Fair Value Measurement.” ASU 2018-13 includes new, eliminated, and modified disclosure requirements for ASC 820. In addition, ASU 2018-13 clarifies that materiality is an appropriate consideration of entities when evaluating disclosure requirements. ASU 2018-13 is effective for all entities for fiscal years beginning after December 15, 2019, including interim periods therein. Early adoption is permitted, and the Fund has adopted ASU 2018-13 with these financial statements.

 

Note 12 – Subsequent Events

 

In preparing these financial statements, management has evaluated subsequent events through the date of issuance of the financial statements included herein. There have been no subsequent events that occurred during such period that would require disclosure or would be required to be recognized in the financial statements.

 

24

 

 

Agility Multi-Asset Income Fund

 

 

Supplemental Information

March 31, 2020 (Unaudited)

 

 

Tax Information

 

For the year ended September 30, 2019, 38.13% of the dividends paid from net investment income, including short-term capital gains (if any), for the Fund, is designated as qualified dividend income.

 

For the year ended September 30, 2019, 34.73% of the dividends paid from net investment income, including short-term capital gains (if any), for the Fund, qualifies for the dividends received deduction available to corporate shareholders.

 

Proxy Voting Policies and Procedures

 

A description of the Fund’s proxy voting policies and procedures related to portfolio securities is available without charge, upon request, by calling the Fund at 1 (888) 449-4909 or on the U.S. Securities and Exchange Commission’s (“SEC”) website at www.sec.gov.

 

Proxy Voting Record

 

Information regarding how the Fund voted proxies for portfolio securities, if applicable, during the most recent 12-month period ended June 30, is also available, without charge and upon request by calling the Fund 1 (888) 449-4909 or by accessing the Fund’s Form N-PX on the SEC’s website at www.sec.gov.

 

Availability of Quarterly Portfolio Schedules

 

The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q (or as an exhibit to its report on Form N-Q’s successor form, Form N-PORT). The Fund’s Forms N-Q and N-PORT are available on the SEC’s website at www.sec.gov or by calling the Fund at 1 (888) 449-4909.

 

Change in Independent Registered Public Accounting Firm

 

KPMG LLP (“KPMG”) was dismissed as the independent registered public accounting firm for the Fund effective July 18, 2019. During the Fund’s two most recent fiscal years ended September 30, 2017 and 2018, KPMG’s reports on the Fund’s financial statements contained no adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. During the Fund’s two most recent fiscal years ended September 30, 2017 and 2018 and the interim period from September 30, 2018 to July 18, 2019, there were no disagreements with KPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of KPMG, would have caused it to make reference to the subject matter of the disagreement in connection with its report on the financial statements for such years. During the Fund’s two most recent fiscal years and the subsequent interim period from September 30, 2018 to July 18, 2019, there were no reportable events of the kind described in Item 304(a)(1)(v) of Regulation S-K under the Securities Exchange Act of 1934.

 

On September 16, 2019, the Fund, by actions of its Audit Committee and Board of Trustees, including a majority of the Independent Trustees, selected Cohen & Company Ltd. (“Cohen”) as the independent registered public accounting firm to audit the Fund’s financial statements for the fiscal year ended September 30, 2019. During the Fund’s two most recent fiscal years ended September 30, 2017 and 2018 and the subsequent interim period from September 30, 2018 to September 16, 2019, neither the Fund nor anyone on its behalf consulted Cohen on items which (i) concerned the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Fund’s financial statements, or (ii) concerned the subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K) or reportable events (as described in paragraph (a)(1)(v) of said Item 304).

 

25

 

 

Agility Multi-Asset Income Fund

 

 

Supplemental Information
March 31, 2020 (Unaudited) (continued)

 

 

PRIVACY NOTICE

 

FACTS

WHAT DOES THE FUND DO WITH YOUR PERSONAL INFORMATION?

Why?

Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.

What?

The types of personal information we collect and share depend on the product or service you have with us. This information can include:

 

● Social Security number

● account balances

● account transactions

● transaction history

● wire transfer instructions

● checking account information

 

Even when you are no longer our customer, we continue to share your information as described in this notice.

How?

All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons funds choose to share; and whether you can limit this sharing.

 

Reasons we can share your personal information

Does the Fund share?

Can you limit this sharing?

For our everyday business purposes
such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus

Yes

No

For our marketing purposes
to offer our products and services to you

No

We don’t share

For joint marketing with other financial companies

No

We don’t share

For our affiliates’ everyday business purposes
information about your transactions and experiences

Yes

No

For our affiliates’ everyday business purposes
information about your creditworthiness

No

We don’t share

For our affiliates to market to you

No

We don’t share

For nonaffiliates to market to you

No

We don’t share

 

26

 

 

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UMB Distribution Services, LLC, Distributor

P.O. Box 2175
Milwaukee, WI 53201-1811
1-888-449-4909

 

 

 

ITEM 2. CODE OF ETHICS.

 

Not applicable to semi-annual reports.

 

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

 

Not applicable to semi-annual reports.

 

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

 

Not applicable to semi-annual reports.

 

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

 

Not applicable.

 

ITEM 6. SCHEDULE OF INVESTMENTS.

 

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.

 

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

 

Not applicable to semi-annual reports.

 

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

 

Not applicable to semi-annual reports.

 

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 trustees, 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 (17CFR 229.407), 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 period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.

 

ITEM 12. DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT COMPANIES.

 

Not applicable.

 

ITEM 13. EXHIBITS.

 

(a)(1)Not applicable to semi-annual reports.

 

(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.

 

(a)(4)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) Agility Multi-Asset Income Fund    
       
By (Signature and Title) /s/ Kent Muckel  
    Kent Muckel, President  
    (Principal Executive Officer)  
       
Date June 9, 2020    

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By (Signature and Title) /s/ Kent Muckel  
    Kent Muckel, President  
    (Principal Executive Officer)  
       
Date June 9, 2020    
       
By (Signature and Title) /s/ Philip Alfonsin  
    Philip Alfonsin, Treasurer  
    (Principal Financial Officer)  
       
Date June 9, 2020    

 

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