N-CSRS 1 fp0083579-2_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, 2023

 

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.a REPORTS TO STOCKHOLDERS.

 

The Report to Shareholders is attached herewith.

 

 

Agility Multi-Asset Income Fund

 

 

 

 

Financial Statements

 

For the Period Ended March 31, 2023

 

(Unaudited)

 

 

Agility Multi-Asset Income Fund

 

 

Table of Contents
For the Period Ended March 31, 2023 (Unaudited)

 
   

Schedule of Investments

2-4

Statement of Assets and Liabilities

5

Statement of Operations

6

Statement of Cash Flows

7

Statements of Changes in Net Assets

8-9

Financial Highlights

10-11

Notes to Financial Statements

12-21

Supplemental Information

22

Privacy Policy

23

 

 

1

 

 

Agility Multi-Asset Income Fund

 

 

Schedule of Investments

As of March 31, 2023 (Unaudited)

 

 

Strategy

Investments

 

Original
Acquisition
Date

   

Shares

   

Cost

   

Fair Value

 

Investment Funds — 102.64%

Exchange Traded Funds — 5.91%

Equity — 5.91%

 

First Trust North American Energy Infrastructure Fund

    8/31/2018       148,984     $ 3,285,479     $ 3,967,444  

Total Exchange Traded Funds

 

 

    3,285,479       3,967,444  

Mutual Funds — 11.42%

Fixed Income — 11.42%

 

GMO Emerging Country Debt Fund

    12/12/2016       433,170       11,303,952       7,671,434  

Total Mutual Funds

 

 

    11,303,952       7,671,434  

Private Investment Funds¹ - 85.31%

                               

Fixed Income — 65.57%

 

ArrowMark Income Opportunity Fund QP, Ltd.

    1/4/2017       12,585       11,578,156       10,756,502  
 

Hildene Opportunities Fund II, LP *

    7/1/2021       N/A       4,654,698       4,814,829  
 

Melody Special Situations Offshore Credit Fund L.P.*

    11/1/2017       N/A       4,814,350       3,231,615  
 

Napier Park ABS Income Fund (Cayman) LP*

    2/5/2020       N/A       685,112       566,831  
 

Shenkman Opportunistic Credit Fund, Ltd.*

    7/1/2018       14,763       12,000,000       15,907,051  
 

Värde Credit Partners (Offshore), Ltd.*

    3/2/2020       8,075       8,075,000       8,766,938  
                        41,807,316       44,043,766  

Multi Strategy — 18.60%

 

Hudson Bay International Fund Ltd.*

    8/1/2019       8,750       8,750,000       12,500,291  
                                   

Reinsurance — 1.14%

 

Aeolus Property Catastrophe Keystone PF Fund L.P.*

    1/3/2017       1,042       1,030,959       763,994  

Total Private Investment Funds

                    51,588,275       57,308,051  

 

See accompanying Notes to Financial Statements.

 

2

 

 

Agility Multi-Asset Income Fund

 

 

Schedule of Investments
As of March 31, 2023 (Unaudited) (continued)

 

 

 

Strategy

Investments

 

Shares

   

Cost

   

Fair Value

 

Short-Term Investments — 15.88%

Money Market Funds — 15.88%

 

Fidelity Investments Money Market Funds Government Portfolio - Institutional Class, 4.65%2

    10,171,347     $ 10,171,347     $ 10,171,347  
 

UMB Bank Demand Deposit, 0.01%2

    493,605       493,605       493,605  

Total Short-Term Investments

            10,664,952       10,664,952  

Total Investments (Cost $77,089,603) — 118.52%

                    79,611,881  

Liabilities in excess of other assets — (18.52%)

                    (12,438,929 )

Net Assets — 100%

                  $ 67,172,952  

 

*

Non-income producing security

 

1

Limited Partnerships and Private Investment Funds are restricted securities and deemed to be illiquid in nature as defined by the Securities and Exchange Commission. See Note 6 for further liquidity provisions.

 

2

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

 

See accompanying Notes to Financial Statements.

 

3

 

 

Agility Multi-Asset Income Fund

 

 

Schedule of Investments
As of March 31, 2023 (Unaudited) (continued)

 

 

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

 

 

 

Investment Funds

       

Exchange Traded Funds

       

Equity

    5.91 %

Mutual Funds

       

Fixed Income

    11.42 %

Private Investment Funds

       

Fixed Income

    65.57 %

Multi Strategy

    18.60 %

Reinsurance

    1.14 %

Total Private Investment Funds

    85.31 %

Total Investment Funds

    102.64 %

Short-Term Investments

       

Money Market Funds

    15.88 %

Total Investments

    118.52 %

Liabilities in excess of other assets

    (18.52 )%

Total Net Assets

    100.00 %

 

 

See accompanying Notes to Financial Statements.

 

4

 

 

Agility Multi-Asset Income Fund

 

 

Statement of Assets and Liabilities

As of March 31, 2023 (Unaudited)

 

 

Assets

       

Investments in Private Investment Funds, at fair value (cost $51,588,275)

  $ 57,308,051  

Investments in securities, at fair value (cost $25,254,383)

    22,303,830  

Receivable for investments in securities and Private Investment Funds sold

    2,396,782  

Interest Receivable

    36,855  

Distribution receivable from Private Investment Fund

    182,043  

Prepaid expenses and other assets

    75,249  

Total Assets

    82,302,810  
         

Liabilities

       

Payable for shares repurchased

    13,571,687  

Distributions payable

    1,342,964  

Management fees payable

    51,033  

Accounting and administration fees payable

    42,138  

Professional fees payable

    29,647  

Transfer agent fees payable

    29,497  

Shareholder Distribution and Servicing Fees payable (Class A)

    23,173  

CCO fees payable

    5,400  

Accounts payable and other accrued expenses

    34,319  

Total Liabilities

    15,129,858  

Net Assets

  $ 67,172,952  
         

Composition of Net Assets:

       

Paid-in capital

  $ 112,808,787  

Total distributable earnings (accumulated deficit)

    (45,635,835 )

Net Assets

  $ 67,172,952  
         

Net Assets Attributable to:

       

Class A Shares

  $ 9,496,930  

Class I Shares

    57,676,022  
    $ 67,172,952  
         

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

       

Class A Shares

    11,587  

Class I Shares

    66,339  
      77,926  
         

Net Asset Value per Share:

       

Class A Shares

  $ 819.64  

Class I Shares

  $ 869.42  

 

See accompanying Notes to Financial Statements.

 

5

 

 

Agility Multi-Asset Income Fund

 

 

Statement of Operations

For the Six Months Ended March 31, 2023 (Unaudited)

 

 

Investment Income

       

Dividend income

  $ 1,152,691  

Interest income

    205,352  

Total Income

    1,358,043  
         

Expenses

       

Management fees

    328,462  

Administrative and custodian fees

    138,290  

Professional fees

    44,000  

Shareholder Distribution and Servicing fee (Class A)

    42,992  

Fund Board fees and expenses

    21,750  

Chief Compliance Officer fees

    10,800  

Other operating expenses

    48,738  

Total Expenses

    635,032  
         

Net Investment Income

    723,011  
         

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

       

Net realized gain (loss) on:

       

Investments in securities

    (980,247 )

Distribution from Investment Company

    156,960  

Private Investment Funds

    870,507  

Net change in unrealized appreciation (depreciation) on investments

    1,434,629  

Net Realized Gain and Change in Unrealized Appreciation on Investments

    1,481,849  
         

Net Increase in Net Assets Resulting from Operations

  $ 2,204,860  

 

See accompanying Notes to Financial Statements.

 

6

 

 

Agility Multi-Asset Income Fund

 

 

Statement of Cash Flows

For the Six Months Ended March 31, 2023 (Unaudited)

 

 

Cash Flows From Operating Activities

       

Net increase in net assets from operations

  $ 2,204,860  

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

       

Net realized (gain) loss from investments in securities

    980,247  

Distribution from Investment Company

    (156,960 )

Net realized (gain) loss from Private Investment Funds

    (870,507 )

Net change in unrealized (appreciation)/depreciation on investments

    (1,434,629 )

Purchases of investments in Private Investments Funds

    (59 )

Purchases of investments in securities

    (853,226 )

Purchases of short-term investments

    (17,539,205 )

Sales of investments in Private Investments Funds

    11,089,225  

Sales of investments in securities

    6,342,729  

Sales of short-term investments

    24,759,192  

Capital distributions received from investments in securities

    95,464  

(Increase)/ Decrease in Assets:

       

Receivable for investments in securities and Private Investment Funds sold

    (1,469,955 )

Distribution receivable from Private Investment Fund

    (38,052 )

Interest receivable

    (18,556 )

Prepaid expenses and other assets

    (38,495 )

Increase/(Decrease) in Liabilities:

       

Management fees payable

    (12,915 )

Shareholder Distribution and Servicing Fees payable

    (301 )

Professional fees payable

    (10,353 )

CCO fees payable

     

Accounting and administration fees payable

    (16,964 )

Transfer agent fees payable

    (8,369 )

Accounts payable and other accrued expenses

    196  

Net Cash Provided by Operating Activities

    23,003,366  
         

Cash Flows Used in Financing Activities

       

Proceeds from issuance of shares (net of change in subscriptions received in advance of $125,000)

     

Distributions to shareholders (net of change in distributions payable of $1,342,964)

    (1,243,749 )

Payments for shares repurchased (net of change in payable for shares repurchased of $1,604,651)

    (21,945,617 )

Net Cash Used in Financing Activities

    (23,189,366 )
         

Cash

       

Net change in Cash

    (186,000 )

Cash at beginning of year

    186,000  

Cash at end of year

  $  

Supplemental disclosure of non-cash activities

       

Reinvested distributions

  $ 529,865  

 

See accompanying Notes to Financial Statements.

 

7

 

 

Agility Multi-Asset Income Fund

 

 

Statements of Changes in Net Assets

 

 

 

   

For the
Six Months
Ended
March 31,
2023
(Unaudited)

   

For the Year
Ended
September 30,
2022

 

Changes in Net Assets Resulting from Operations

               

Net investment income

  $ 723,011     $ 634,054  

Net realized gain (loss) on investments

    47,220       1,927,497  

Net change in unrealized appreciation (depreciation) on investments

    1,434,629       (12,156,481 )

Net Change in Net Assets Resulting from Operations

    2,204,860       (9,594,930 )
                 

Distributions to Shareholders

               

Distributions:

               

Class A

    (403,126 )     (184,099 )

Class I

    (2,713,452 )     (1,447,461 )

From return of capital:

               

Class A

          (58,067 )

Class I

          (456,548 )

Net Change in Net Assets from Distributions to Shareholders

    (3,116,578 )     (2,146,175 )
                 

Change in Net Assets Resulting from Capital Transactions

               

Class A

               

Proceeds from issuance of shares

          177,000  

Reinvested distributions

    137,233       247,907  

Cost of shares repurchased

    (2,617,107 )     (1,569,811 )

Total Class A Transactions

    (2,479,873 )     (1,144,904 )
                 

Class I

               

Proceeds from issuance of shares

    125,000       2,675,000  

Reinvested distributions

    392,632       776,400  

Cost of shares repurchased

    (20,933,161 )     (24,376,252 )

Early withdrawal fees

           

Total Class I Transactions

    (20,415,529 )     (20,924,853 )
                 

Change in Net Assets Resulting from Capital Transactions

    (22,895,403 )     (22,069,757 )
                 

Total Net Decrease in Net Assets

    (23,807,121 )     (33,810,862 )
                 

Net Assets

               

Beginning of year

    90,980,072       124,790,934  

End of year

  $ 67,172,952     $ 90,980,072  
                 

 

See accompanying Notes to Financial Statements.

 

8

 

 

Agility Multi-Asset Income Fund

 

 

Statements of Changes in Net Assets (continued)

 

 

   

For the
Six Months
Ended
March 31,
2023
(Unaudited)

   

For the Year
Ended
September 30,
2022

 

Shareholder Activity

               

Class A Shares

               

Shares sold

          208  

Reinvested distributions

    165       272  

Shares repurchased

    (3,175 )     (1,807 )

Net Change in Class A Shares Outstanding

    (3,010 )     (1,327 )
                 

Class I Shares

               

Shares sold

    142       2,869  

Reinvested distributions

    447       809  

Shares repurchased

    (23,960 )     (27,434 )

Net Change in Class I Shares Outstanding

    (23,371 )     (23,756 )
                 

Total Change in Shares Outstanding

    (26,381 )     (25,083 )

 

 

See accompanying Notes to Financial Statements.

 

9

 

 

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,
2023
(Unaudited)

   

For the
Year Ended
September 30,
2022

   

For the
Year Ended
September 30,
2021

   

For the
Year Ended
September 30,
2020

   

For the
Year Ended
September 30,
2019

   

For the
Year Ended
September 30,
2018

 

Per Share Operating Performance:

                                               

Net Asset Value, beginning of year

  $ 830.48     $ 922.56     $ 897.45     $ 972.41     $ 976.28     $ 1,004.04  

Activity from investment operations:(1)

                                               

Net investment income (loss)

    4.45       (0.71 )(2)     (1.19 )(2)     5.56       14.41       7.32  

Net realized and unrealized gain (loss) on investments

    13.47       (76.26 )     79.15       (37.79 )     11.98       4.98  

Total from investment operations

    17.92       (76.97 )     77.96       (32.23 )     26.39       12.30  
                                                 

Distributions to shareholders

                                               

From net investment income

    (28.76 )     (11.49 )     (52.85 )     (42.89 )     (30.72 )     (40.06 )

From return of capital

          (3.62 )                        

Total distributions to shareholders

    (28.76 )     (15.11 )     (52.85 )     (42.89 )     (30.72 )     (40.06 )
                                                 

Early Withdrawal Fee Proceeds (1),(6)

                      0.16       0.46        
                                                 

Net Asset Value, end of year

  $ 819.64     $ 830.48     $ 922.56     $ 897.45     $ 972.41     $ 976.28  
                                                 

Net Assets, end of year (in thousands)

  $ 9,497     $ 12,122     $ 14,691     $ 18,853     $ 22,282     $ 27,907  
                                                 

Ratios/Supplemental Data:

                                               

Net investment income/(loss)

    1.07 %(7)     (0.08 )%     (0.13 )%     0.61 %     1.51 %     0.76 %
                                                 

Net Expenses (3),(4)

    2.16 %(7)     2.07 %     1.86 %     1.85 %     2.16 %     2.11 %
                                                 

Portfolio Turnover Rate

    1.10 %(8)     1.20 %     7.37 %     30.58 %     28.02 %     44.33 %

Total Return (5)

    2.17 %(8)     (8.48 )%     8.82 %     (3.51 )%     2.94 %     1.26 %

 

(1)

Based on average Shares outstanding throughout the year.

(2)

Per share net investment income may not correspond with the net investment income of the Fund because Class A shares bear all shareholder distribution and servicing fees and Class A shares receive a relatively small portion of the Fund’s gross income.

(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 year and assumes distributions, if any, were reinvested. Total returns shown exclude the effect of applicable sales charges and redemption fees.

(6)

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

(7)

Annualized for periods less than one full year.

(8)

Not annualized.

 

See accompanying Notes to Financial Statements.

 

10

 

 

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,
2023
(Unaudited)

   

For the
Year Ended
September 30,
2022

   

For the
Year Ended
September 30,
2021

   

For the
Year Ended
September 30,
2020

   

For the
Year Ended
September 30,
2019

   

For the
Year Ended
September 30,
2018

 

Per Share Operating Performance:

                                               

Net Asset Value, beginning of year

  $ 879.03     $ 970.34     $ 940.99     $ 1,017.17     $ 1,014.35     $ 1,034.71  

Activity from investment operations:(1)

                                               

Net investment income

    8.07       5.95       5.67       12.60       22.21       14.45  

Net realized and unrealized gain (loss) on investments

    14.17       (80.53 )     82.99       (39.44 )     12.92       5.25  

Total from investment operations

    22.24       (74.58 )     88.66       (26.84 )     35.13       19.70  
                                                 

Distributions to shareholders

                                               

From net investment income

    (31.85 )     (12.72 )     (59.35 )     (49.34 )     (32.47 )     (40.06 )

From return of capital

          (4.01 )                        

Total distributions to shareholders

    (31.85 )     (16.73 )     (59.35 )     (49.34 )     (32.47 )     (40.06 )
                                                 

Early Withdrawal Fee Proceeds (1),(5)

                0.04             0.16          
                                                 

Net Asset Value, end of year

  $ 869.42     $ 879.03     $ 970.34     $ 940.99     $ 1,017.17     $ 1,014.35  
                                                 

Net Assets, end of year (in thousands)

  $ 57,676     $ 78,858     $ 110,100     $ 141,791     $ 185,767     $ 259,355  
                                                 

Ratios/Supplemental Data:

                                               

Net investment income/(loss)

    1.82 %(6)     0.64 %     0.59 %     1.32 %     2.23 %     1.44 %
                                                 

Net Expenses (2),(3)

    1.41 %(6)     1.35 %     1.14 %     1.14 %     1.44 %     1.40 %
                                                 

Portfolio Turnover Rate

    1.10 %(7)     1.20 %     7.37 %     30.58 %     28.02 %     44.33 %

Total Return (4)

    2.54 %(7)     (7.82 )%     9.58 %     (2.83 )%     3.67 %     1.95 %

 

(1)

Based on average Shares outstanding throughout the year.

(2)

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

(3)

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

(4)

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 year and assumes distributions, if any, were reinvested. Total returns shown exclude the effect of applicable sales charges and redemption fees.

(5)

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

(6)

Annualized for periods less than one full year.

(7)

Not annualized.

 

See accompanying Notes to Financial Statements.

 

11

 

 

Agility Multi-Asset Income Fund

 

 

Notes to Financial Statements

March 31, 2023 (Unaudited)

 

 

Note 1 – Organization

 

Agility Multi-Asset 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” or “Agility”), a Delaware limited partnership, serves as the investment 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 structured as, without limitation, corporations (domestic or offshore) or partnerships 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 will achieve its investment objectives 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.

 

(a) Valuation of Investments

 

The Adviser, as the Fund’s valuation designee (the “Valuation Designee”) and subject to Board oversight, values the Fund’s investments in Investment Funds that prepare and publish a daily net asset value (“NAV”) per share (”Mutual Funds”) or that are publicly traded on an active exchange (together with Mutual Funds, “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 NAV per share. The fair value of Mutual Funds is based on reported NAV per share, and the fair value of ETFs and investments in securities that trade on active exchanges 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 NAV of that Private Investment Fund determined and reported by 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 NAV does not represent the fair value of the Private Investment Fund. The Valuation Designee could reasonably expect to receive the NAV of the Fund’s 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 Valuation Designee believes to be reliable. In particular, FASB Topic 820, Fair Value Measurements permits a reporting entity to measure the fair value of an investment that does not have a readily determinable fair value based on the NAV per share, 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

 

12

 

 

Agility Multi-Asset Income Fund

 

 

Notes to Financial Statements
March 31, 2023 (Unaudited) (continued)

 

 

Note 2 – Significant Accounting Policies (continued)

 

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 Valuation Designee may determine, based on other information available to the Fund or the Valuation Designee, 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 Valuation Designee may choose to make adjustments to reflect the fair value. During the six months ended March 31, 2023, no such adjustments were deemed necessary by the Valuation Designee. In addition, the Valuation Designee may not have a Private Investment Fund’s reported valuation as of a particular fiscal period end. In such cases, the Valuation Designee 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.

 

(b) Futures and Options

 

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.

 

(c) 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 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, 2023.

 

The Fund’s income and federal excise tax returns and all financial records supporting the 2020, 2021, and 2022 returns are subject to examination by the federal and Delaware revenue authorities.

 

13

 

 

Agility Multi-Asset Income Fund

 

 

Notes to Financial Statements
March 31, 2023 (Unaudited) (continued)

 

 

Note 2 – Significant Accounting Policies (continued)

 

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, 2023, the Fund did not have any interest or penalties associated with the underpayment of any income taxes.

 

(d) 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.

 

(e) Cash

 

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.

 

(f) 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.

 

(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 and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates and the differences could be material.

 

(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) 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.

 

14

 

 

Agility Multi-Asset Income Fund

 

 

Notes to Financial Statements
March 31, 2023 (Unaudited) (continued)

 

 

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 NAV 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, 2023 (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 “Shareholder 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 Shareholder 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 Shareholder 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, 2023, 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, 2023, there were no expenses reimbursable by the Adviser.

 

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 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”). 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 NAV of outstanding Class A Shares held by Shareholders that receive services from such 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 Class A Shares 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.

 

15

 

 

Agility Multi-Asset Income Fund

 

 

Notes to Financial Statements
March 31, 2023 (Unaudited) (continued)

 

 

Note 3 – Investment Advisory and Other Agreements (continued)

 

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, 2023, Class A Share Placement Fees paid to sub-agents of the Placement Agent by Shareholders upon subscription into the Fund were $0.

 

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.

 

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, 2023, the Fund’s allocated fees incurred for trustees who are not affiliated with the Fund’s administrator are reported on the Statement of Operations.

 

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, 2023, are reported on the Statement of Operations.

 

Note 4 – Federal Income Taxes

 

At March 31, 2023, 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

  $ 76,861,607  

Gross unrealized appreciation

  $ 8,780,943  

Gross unrealized depreciation

    (6,030,669 )

Net unrealized appreciation on investments

  $ 2,750,274  

 

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, 2022, there were no differences in book and tax accounting requiring a reclassification between paid-in capital and total distributable earnings (accumulated deficit).

 

16

 

 

Agility Multi-Asset Income Fund

 

 

Notes to Financial Statements
March 31, 2023 (Unaudited) (continued)

 

 

Note 4 – Federal Income Taxes (continued)

 

As of September 30, 2022, the components of distributable earnings (accumulated deficit) on a tax basis were as follows:

 

Undistributed ordinary income

  $  

Undistributed long-term gains

     

Accumulated capital and other losses

    (37,715,209 )

Organizational costs

    (69,572 )

Unrealized depreciation on investments

    (6,939,336 )

Total distributable earnings (accumulated deficit)

  $ (44,724,117 )

 

As of September 30, 2022, the Fund has short-term and long-term non-expiring capital loss carryovers of $1,869,808 and $32,359,796 respectively. Capital loss carryovers are available to offset future realized capital gains and thereby reduce further taxable gain distributions.

 

As of September 30, 2022, the Fund had qualified Late-Year Losses of $3,465,386. Late-Year losses incurred after December 31, and within the taxable year, are deemed to arise on the first day of the Fund’s next taxable year.

 

The tax character of distributions paid during the fiscal years ended September 30, 2022 and September 30, 2021 were as follows:

 

Distribution paid from:

 

2022

   

2021

 

Ordinary income

  $ 3,053,490     $ 8,617,504  

Net long-term capital gains

           

Return of Capital

    514,615        

Total taxable distributions

  $ 3,568,105     $ 8,617,504  

 

The difference in the amount of distributions against the Statement of Changes relates to the timing of certain distributions being reported on a cash basis for tax purposes.

 

Note 5 – Investment Transactions

 

For the six months ended March 31, 2023, purchases and sales of investments, excluding short-term investments, were $853,285 and $17,431,953, respectively.

 

Note 6 – Investments in Private Investment Funds

 

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

 

Complete information about the underlying investments held by certain Private 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, 2023.

 

The following table summarizes the Fund’s investments in the Private Investment Funds during the six months ended March 31, 2023, none of which were related parties. The Fund indirectly bears fees and expenses as an investor in the Private Investment Funds. Each investor of each Investment Fund will pay the Investment Manager of the Private Investment Fund a management fee. The fee rate varies and ranges from 0.05% to 5.15% per annum of the NAV of that Investment Fund.

 

17

 

 

Agility Multi-Asset Income Fund

 

 

Notes to Financial Statements
March 31, 2023 (Unaudited) (continued)

 

 

Note 6 – Investments in Private Investment Funds (continued)

 

Additionally, the Investment Manager of each Private Investment Fund will generally receive an incentive fee/allocation from each investor ranging from 1% to 3.75% of any net new appreciation of that Private Investment Fund as of the end of each performance period for which an incentive fee/allocation is calculated.

 

Investments in
Private Investment Funds

 

% of
Investments
in Private
Investment
Funds

   

Fair Value

   

Net Change
in Unrealized
Appreciation/
(Depreciation)

   

Realized Gain/
Loss

 

Redemptions
Permitted*

 

Primary
Geographic
Location

 

Aeolus Property Catastrophe Keystone PF Fund L.P.

    1.3     $ 763,994     $ 55,609     $ (52,557 )

Semi-Annually

    Bermuda  

ArrowMark Income Opportunity Fund QP, Ltd.

    18.8       10,756,503       454,934       (369,531 )

Quarterly

    Cayman Islands  

Hildene Opportunities Fund II, LP

    8.3       4,725,497       (184,409 )     39,367  

Quarterly

    Cayman Islands  

Hudson Bay International Fund Ltd.

    21.8       12,500,291       (219,990 )     523,139  

Quarterly

    Cayman Islands  

Melody Special Situations Offshore Credit Fund L.P.

    5.7       3,231,616       (1,100,468 )      

In Liquidation1

    Cayman Islands  

Napier Park ABS Income Fund (Cayman) LP

    1.0       566,831       (16,234 )     (18,043 )

In Liquidation2

    Cayman Islands  

Shenkman Opportunistic Credit Fund, Ltd.

    27.8       15,907,051       392,685       788,126  

Quarterly

    Cayman Islands  

Värde Credit Partners (Offshore), Ltd.

    15.3       8,766,939       480,129       122,107  

Quarterly

    Cayman Islands  

Total Investments in Private Investment Funds

    100.0%     $ 57,218,722     $ (137,744 )   $ 1,032,608            

 

*

Subject to the terms of the offering memorandums of the Private 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.

 

While redemptions are permitted per the terms of the offering memorandums of the Private Investment Funds, such redemptions may be deferred or suspended at any time upon the election of the Investment Manager of such Private 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. The Fund had no unfunded capital commitments as of March 31, 2023.

 

1

The fund started the wind down process and proceeds will be distributed as remaining investments are monetized. We expect to receive partial distributions in 2023 and final distributions in 2024. However, the amount and timing of distributions is subject to market conditions.

 

2

The fund started the wind down process in early 2021. Eleven distributions (approximately 94.7% of January 31, 2021 NAV) have been made since that time. Final distributions are projected in 2023 subject to market conditions.

 

18

 

 

Agility Multi-Asset Income Fund

 

 

Notes to Financial Statements
March 31, 2023 (Unaudited) (continued)

 

 

Note 6 – Investments in Private Investment Funds (continued)

 

The following is a summary of the investment strategies of the Private Investment Funds held in the Fund as of March 31, 2023:

 

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.

 

Multi-Strategy funds engage in a variety of investment strategies. This variety may help to smooth returns, reduce volatility and decrease asset-class and single-strategy risks. These strategies may include, but are not limited to, convertible bond arbitrage, equity long/short and merger arbitrage.

 

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 are measured based upon NAV as a practical expedient to determine fair value are not required to be categorized in the fair value hierarchy.

 

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, 2023 is as follows:

 

Description

 

Total Fair Value
at 3/31/2023

   

Level 1

   

Level 2

   

Level 3

   

Investments
Valued at Net
Asset Value

 

Assets

                                       

Exchange Traded Funds

                                       

Equity

  $ 3,967,444     $ 3,967,444     $     $     $  

Mutual Funds

                                       

Fixed Income

    7,671,434       7,671,434                    

Private Investment Funds (1)

    57,308,051                         57,308,051  

Money Market Funds

    10,664,952       10,664,952                          

Total Assets

  $ 79,611,881     $ 22,303,830     $     $     $ 57,308,051  

 

(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.

 

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

 

19

 

 

Agility Multi-Asset Income Fund

 

 

Notes to Financial Statements
March 31, 2023 (Unaudited) (continued)

 

 

Note 8 – 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.

 

Note 9 – 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 10 – 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.

 

No guarantee or representation is made that the investment program will be successful.

 

The global outbreak of a novel strain of coronavirus (COVID-19) has disrupted economic markets and the prolonged economic impact is uncertain. Although vaccines for COVID- 19 are widely available, it is unknown how long circumstances related to the pandemic will persist, whether they will reoccur in the future, whether efforts to support the economy and financial markets will be successful, and what additional implications may follow from the pandemic. The impact of these events and other epidemics or pandemics in the future could adversely affect Fund performance.

 

In February 2022, Russia commenced a military attack on Ukraine. The outbreak of hostilities between the two countries and the threat of wider-spread hostilities could have a severe adverse effect on the region and global economies, including significant negative impacts on the markets for certain securities and commodities, such as oil and natural gas. In addition, sanctions imposed on Russia by the United States and other countries, and any sanctions imposed in the future, could have a significant adverse impact on the Russian economy and related markets. The price and liquidity of investments may fluctuate widely as a result of the conflict and related events. How long the armed conflict and related events will last cannot be predicted. These tensions and any related events could have a significant impact on Fund performance and the value of Fund investments.

 

In early 2022, the U.S. recorded the highest levels of inflation in four decades, driven by significant fiscal and monetary stimulus, supply chain disruptions stemming from the COVID-19 pandemic and increasing energy prices now exacerbated by the Russia-Ukraine War. In efforts to curb inflation going forward, the Federal Reserve has raised, and may continue raising, its benchmark interest rate and reducing its bond portfolio in 2023. These developments have increased volatility in public financial markets, reflecting investor concerns about potential stagflation and whether the Federal Reserve will be able to reduce inflation without pushing the economy into recession.

 

20

 

 

Agility Multi-Asset Income Fund

 

 

Notes to Financial Statements
March 31, 2023 (Unaudited) (continued)

 

 

Note 10 – Risk Factors (continued)

 

The impairment or failure in the future of one or more banks with whom the Fund transacts may inhibit the Fund’s ability to access depository accounts. In such cases, the Fund may be forced to delay or forgo investments, resulting in lower Fund performance. In the event of such a failure of a banking institution where the Fund holds depository accounts, access to such accounts could be restricted and U.S. Federal Deposit Insurance Corporation (“FDIC”) protection may not be available for balances in excess of amounts insured by the FDIC. In such instances, the Fund may not recover such excess, uninsured amounts.

 

Note 11 – Recently Issued Accounting Pronouncements and Regulatory Updates

 

In December 2020, the SEC adopted a new rule providing a framework for fund valuation practices (“Rule 2a-5”). Rule 2a-5 establishes requirements for determining fair value in good faith for purposes of the 1940 Act. Rule 2a-5 permits fund boards to designate certain parties to perform fair value determinations, subject to board oversight and certain other conditions. Rule 2a-5 also defines when market quotations are “readily available” for purposes of the 1940 Act and the threshold for determining whether a fund must fair value a security. In connection with Rule 2a-5, the SEC also adopted related recordkeeping requirements and rescinded previously issued guidance, including with respect to the role of a board in determining fair value and the accounting and auditing of fund investments. Effective September 8, 2022, and pursuant to the requirements of Rule 2a-5, the Board designated the Adviser as its valuation designee to perform fair value determinations and approved new Valuation Procedures for the Fund.

 

In June 2022, the Financial Accounting Standards Board issued Accounting Standards Update 2022-03, Fair Value Measurement (Topic 820) - Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2022-03”). ASU 2022-03 clarifies the guidance in Topic 820 when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security and introduces new disclosure requirements for equity securities subject to contractual sale restrictions and measured at fair value in accordance with Topic 820. The amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Fund is currently evaluating the impact that adoption of this new accounting standard will have on its consolidated financial statements, but the impact of the adoption is not expected to be material.

 

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.

 

21

 

 

Agility Multi-Asset Income Fund

 

 

Supplemental Information
March 31, 2023 (Unaudited)

 

 

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-PORT. The Fund’s Forms N-PORT are available on the SEC’s website at www.sec.gov, or the Fund’s regulatory document site at https://funddocs.filepoint.com/agility/ or by calling the Fund at 1 (888) 449-4909.

 

Tax Information

 

For the year ended September 30, 2022, 100% 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, 2022, 100% 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.

 

22

 

 

Agility Multi-Asset Income Fund

 

 

Privacy Policy

(Unaudited)

 

 

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

 

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ITEM 1.b.

 

Not applicable.

 

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.

 

(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.a of this form.

 

(b)Not applicable.

 

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.

 

(a)Not applicable to semi-annual reports.

 

(b)Not applicable.

 

 

 

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, 2023  

 

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, 2023  
     
By (Signature and Title) /s/ Philip Alfonsin  
  Philip Alfonsin, Treasurer  
  (Principal Financial Officer)  
     
Date    June 9, 2023  

 

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