See accompanying notes to financial statements.
See accompanying notes to financial statements.
ASGI Mesirow Insight Fund, LLC
Notes to Financial Statements (unaudited)
September 30, 2014
1. Organization
ASGI Mesirow Insight Fund, LLC (the "Fund"), a Delaware limited liability company, has been registered as an investment company under the Investment Company Act of 1940 (the "1940 Act"), since August 1, 2008. The Fund is a closed-end management investment company and was previously operated as the master fund in a "master-feeder" structure. Effective as of the close of business on March 31, 2012 (the "Reorganization Date"), each of the feeder funds liquidated and distributed their Fund shares to their investors. Alternative Strategies Group, Inc., a North Carolina corporation (the "Adviser"), is the investment adviser to the Fund. The Adviser has retained Mesirow Advanced Strategies, Inc. (the "Subadviser"), an Illinois corporation, to formulate and implement the Fund's investment program.
The Fund's investment objective is to provide attractive risk-adjusted returns with moderate volatility and moderate correlation to the broad equity and debt markets. Generally, the Fund pursues its investment objective principally by allocating its capital among various collective investment vehicles, commonly referred to as "hedge funds" (the "Investment Funds"), selected by the Subadviser in consultation with the Adviser. The Subadviser recommends the Investment Funds in which the Fund invests and the relative allocations to each Investment Fund to the Adviser and the Fund. The Fund may, in addition to investing in Investment Funds, also make investments directly, including, without limitation, for purposes of hedging certain exposures. The Subadviser may cause the Fund to maintain such cash holdings as the Subadviser may from time to time deem to be appropriate, and those holdings may at times comprise a material portion of the Fund's assets. There can be no assurance that the Fund's investment objective will be achieved or that the Fund will not incur losses.
The Fund's Board of Managers (the "Fund Board") provides broad oversight over the operations and affairs of the Fund, and has overall responsibility to manage and control the business affairs of the Fund, including the complete and exclusive authority to establish policies regarding the management, conduct, and operation of the Fund's business. The Fund Board exercises the same powers, authority and responsibilities on behalf of the Fund as are customarily exercised by the board of directors of a registered investment company organized as a corporation.
2. Significant Accounting Policies
The following is a summary of significant accounting policies followed by the Fund and are in conformity with accounting principles generally accepted in the United States ("GAAP").
(a) Valuation of investments in Investments Funds — The Fund values its investments in Investment Funds at fair value in accordance with procedures established in good faith by the Fund Board. The fair value ordinarily will be the value of an interest in an Investment Fund determined by the investment manager of the Investment Fund in accordance with the policies established by the Investment Fund, absent information indicating that such value does not represent the fair value of the interest. The Fund could reasonably expect to receive this amount from the 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. Due to the nature of the investments held by the Investment Funds, changes in market conditions and the economic environment may significantly impact the value of the Investment Funds and the fair value of the Fund's interests in the Investment Funds. Furthermore, changes to the liquidity provisions of the Investment Funds may significantly impact the fair value of the Fund's interests in the Investment Funds. Under some circumstances, the Fund or the Adviser and Subadviser may determine, based on other information available to the Fund or the Adviser and Subadviser, that an Investment Fund's reported valuation does not represent fair value. If it is determined that the Investment Fund's reported valuation does not represent fair value, the Adviser and Subadviser may choose to make adjustments to reflect the fair value. During the six month period ended September 30, 2014, no such adjustments were deemed necessary by the Adviser and Subadviser. The Fund Board has also established procedures for the valuation of investment securities other than securities of Investment Funds, if any, held directly by the Fund.
ASGI Mesirow Insight Fund, LLC
Notes to Financial Statements (unaudited) (continued)
September 30, 2014
Accounting Standards Update ("ASU") 2009-12 permits a reporting entity to measure the fair value of an investment that does not have a readily determinable fair value based on the net asset value per share (the "NAV"), or its equivalent, of the investment as a practical expedient, without further adjustment, unless it is probable that the investment 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 description of each investment in the Fund by strategy can be found in the tables within the Schedule of Investments.
(b) 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 Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 740, as amended by ASU 2009-06, Accounting for Uncertainty in Income Taxes. ASC 740 prescribes the minimum recognition threshold a tax position must meet in connection with accounting for uncertainties in income tax positions taken or expected to be taken by an entity before being measured and recognized in the financial statements. There were no uncertain tax positions as of September 30, 2014.
The Fund utilizes a tax-year end of March 31 and the Fund's income and federal excise tax returns and all financial records supporting the 2012, 2013 and 2014 returns are subject to examination by the federal and Delaware revenue authorities.
At March 31, 2014 (the Fund's last tax-year end), the Fund held a capital loss carryforward of $1,959,291, which can be used to offset future realized capital gains. Capital losses that are carried forward will retain their character as either short-term or long-term capital losses.
(c) Security transactions and investment income — The Fund's transactions are accounted for on a trade-date basis. Realized gains and losses on the Fund's transactions are determined on the average cost basis. Interest income is recognized on the accrual basis. The Fund will indirectly bear a portion of the Investment Funds' income and expenses, including management fees and incentive fees charged by the Investment Funds. That income and those expenses are recorded in the Fund's financial statements as unrealized appreciation/(depreciation) and not as income or expense on the Statement of Operations or in the Financial Highlights.
ASGI Mesirow Insight Fund, LLC
Notes to Financial Statements (unaudited) (continued)
September 30, 2014
(d) Cash and cash equivalents — The Fund maintains cash in an interest-bearing money market account, which, at times, may exceed federally insured limits. The Fund has not experienced any losses in such account and does not believe it is exposed to any significant credit risk on such bank deposits. All interest income earned will be paid to the Fund.
(e) Rebate income — A portion of the management fees charged by some of the investment managers of the Investment Funds that the Fund invests in is rebated to the Fund and is recognized on the accrual basis.
(f) Distributions — Distributions will be paid at least annually on limited liability company interests ("Shares") in an amount representing substantially all of the net investment income and net capital gains, if any, earned each year. Each investor (each, a "Member") will automatically be a participant under the Fund's Dividend Reinvestment Plan ("DRP") and have all income dividends and/or capital gains distributions automatically reinvested in Shares. Election by a Member not to participate in the DRP and to receive all income distributions and/or capital gain distributions, if any, in cash may be made by providing notice to the Member's broker or intermediary.
Distributions to Members from net investment income and net realized gains, if any, are recorded on the ex-dividend date. Such distributions are determined in conformity with income tax regulations, which may differ from GAAP. The timing and character of distributions made during the period from net investment income or net realized gains may differ from their ultimate characterization for federal income tax purposes. To the extent that these differences are permanent in nature, such amounts are reclassified within the capital accounts based on their federal tax-basis treatment. Temporary differences do not require reclassifications.
(g) Use of estimates — The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.
(h) Fund expenses — The Fund bears all expenses incurred in its business and operations, and records them on an accrual basis. Expenses include, but are not limited to, administrative and extraordinary expenses and legal, tax, audit, escrow, fund accounting and printing expenses. Operating expenses also include: (1) investment related expenses, including, but not limited to, brokerage commissions, research fees, and other transactions costs; (2) interest and commitment expense on any borrowings; and (3) all costs and expenses associated with the registration of the Fund under, and in compliance with, any applicable federal and state laws.
(i) Expense limitation agreement — Through December 31, 2014, the Adviser has contractually agreed to limit the Fund's total annualized ordinary fund-wide operating expenses to 2.65%. In addition, Class A shares of beneficial interest ("Class A Shares") are subject to class-specific expenses. Class I shares of beneficial interest ("Class I Shares") have no class-specific expenses. Members holding Class A Shares will pay (in addition to up to 2.65% in ordinary fund-wide operating expenses) an additional annualized amount of up to 0.75% (the "Investor Distribution and Servicing Fee"), for a total annualized rate of up to 3.40%. The Adviser is authorized to recoup expenses attributable to Class A Shares waived in prior periods, provided that ordinary fund-wide operating expenses are less than the annual limitation rate in place at the time such expenses were borne by the Adviser (or affiliated predecessor) and that any such recoupment is limited to expenses incurred within three years of the end of the fiscal year during which the expenses were waived. No expenses were reimbursed to the Fund by the Adviser during the six month period ended September 30, 2014. However, expenses in the amount of $10,275 were recouped by the Adviser for the six month period ended September 30, 2014, and are included in the Statement of Operations.
ASGI Mesirow Insight Fund, LLC
Notes to Financial Statements (unaudited) (continued)
September 30, 2014
As of September 30, 2014, amounts subject to recoupment within three years after the end of the fiscal year in which the Adviser reimbursed such expenses were as follows:
Amount | Date |
| $173,494 | January 31, 2015 |
| $31,155 | March 31, 2015 |
| $14,984 | March 31, 2016 |
As of September 30, 2014, the amount of expenses recoupable by the Adviser and payable by the Fund was $10,275.
(j) Third party service providers – BNY Mellon Investment Servicing (US) Inc. (the "Administrator") serves as the Administrator to the Fund. Under an agreement made between the Administrator and the Fund, the following annual fee will be calculated upon the Fund's beginning of the month's net assets and paid monthly:
0.085% of the first $200 million of beginning of month net assets;
0.070% of the next $200 million of beginning of month net assets; and
0.050% of beginning of month net assets in excess of $400 million.
The Fund also pays the Administrator certain fixed fees for financial statement preparation and other services.
The Bank of New York Mellon (the "Custodian") serves as the Custodian to the Fund. Under an agreement made between the Custodian and the Fund, 0.02% per annum is paid to the Custodian based on gross ending assets at the end of each month.
The Fund also pays the Custodian certain fixed fees for transactions and other services.
(k) Accounting pronouncement – In June 2013, the FASB issued ASU No. 2013-08, Financial Services — Investment Companies: Amendments to the Scope, Measurement, and Disclosure Requirements. ASU 2013-08 amends the current criteria for an entity to qualify as an investment company, creates new disclosure requirements and amends the measurement criteria for certain interests in other investment companies. Under the new standard the typical characteristics of an investment company will be: (i) it has more than one investment and more than one investor, (ii) it has investors that are not related parties of the entity or the investment manager, (iii) it has ownership interests in the form of equity or partnership interests, and (iv) it manages substantially all of its investments on a fair value basis. The standard also reaffirms that a noncontrolling interest in another investment company should be measured at fair value instead of the equity method. It also includes additional disclosure requirements for an entity to disclose the fact that it is an investment company, and to provide information about changes, if any, in its status as an investment company. Finally, an entity will also need to include disclosures around financial support that has been provided or is contractually required to be provided to any of its investors. The requirements of the standard are effective for interim and annual reporting periods in fiscal years that begin after December 15, 2013, with early application prohibited. Management has evaluated the standard and has concluded that it does not have a material impact to the Fund's financial statements.
ASGI Mesirow Insight Fund, LLC
Notes to Financial Statements (unaudited) (continued)
September 30, 2014
3. Related Party Transactions
Parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the other party in making financial or operational decisions. Fees incurred with related parties during the period are disclosed in the Statement of Operations unless otherwise stated and include the following:
(a) Investor Distribution and Servicing Fee — Under the terms of the wholesaling and placement agent agreement between the Fund and Alternative Strategies Brokerage Services, Inc. (the "Placement Agent"), the Placement Agent is authorized to retain brokers, dealers and certain financial advisers for distribution services and to provide ongoing investor services and account maintenance services to Members purchasing Class A Shares that are their customers.
The Fund pays an Investor Distribution and Servicing Fee out of the net assets of Class A Shares at the annual rate of 0.75% of the aggregate net asset value of Class A Shares that have been outstanding for more than twelve (12) months, calculated and accrued as of the last day of each calendar month (before any repurchases of Class A Shares) and paid to the Placement Agent quarterly. The Investor Distribution and Servicing Fee is charged on an aggregate class-wide basis, and Members in Class A Shares will be subject to the Investor Distribution and Servicing Fee regardless of how long they have held their Class A Shares. The Investor Distribution and Servicing Fee is paid to the Placement Agent to reimburse it for payments made to investor service providers and for the Placement Agent's ongoing investor servicing. Pursuant to the conditions of an exemptive order issued by the Securities and Exchange Commission ("SEC"), the Investor Distribution and Servicing Fee is paid pursuant to a plan adopted by the Fund in compliance with Rule 12b-1 under the 1940 Act with respect to Class A Shares. Class I Shares are not subject to the Investor Distribution and Servicing Fee.
For the six month period ended September 30, 2014, the Fund expensed Investor Distribution and Servicing Fees of $19,265. As of September 30, 2014, there were $9,562 of Investor Distribution and Servicing Fees payable to the Placement Agent.
(b) Placement fees — Under the terms of the wholesaling and placement agent agreement between the Fund and the Placement Agent, the Placement Agent's sub-agents are entitled to receive a placement fee based on the gross amount of Class A Shares purchased by a Member (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 Member's investment in Class A Shares (whether initial or additional) will be aggregated with the value of (i) the Member'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 Member's "Immediate Family Members" (as defined in the Fund's subscription agreement) The Member must indicate in the subscription agreement who such "Immediate Family Members" are and the amounts of their investments.
ASGI Mesirow Insight Fund, LLC
Notes to Financial Statements (unaudited) (continued)
September 30, 2014
The Class A Share Placement Fee shall be deducted from the initial or additional subscriptions provided by the Member and is as follows:
Current Value of Class A Shares | Placement Fee |
| Less than $500,000 | 2.00% |
| $500,000 to less than $1,000,000 | 1.00% |
| $1,000,000 or more | 0.50% |
For the six month period ended September 30, 2014, there were no Class A Share Placement Fees paid to sub-agents of the Placement Agent by Members.
(c) Investment advisory fees — Amounts paid, and payable, to the Adviser for the six month period ended September 30, 2014 are disclosed in Note 4.
(d) Fund Board fees and expenses — For the six month period ended September 30, 2014, the Fund incurred Fund Board fees, including out of pocket expenses, of $28,700. As of September 30, 2014, amounts payable to the Fund Board were $2,995.
4. Investment Advisory Agreement
The Adviser is registered with the SEC as an investment adviser under the Advisers Act. The Adviser also serves as investment adviser to private investment funds, some of which utilize a multi-manager, multi-strategy investment approach. The Adviser is registered with the Commodity Futures Trading Commission ("CFTC") as a commodity pool operator ("CPO") and a commodity trading advisor ("CTA"). Although the Adviser is registered as a CPO it intends to rely on the no-action relief afforded by CFTC Staff Letter No. 12-38 and the exception from CPO registration in CFTC Regulation 4.5. Therefore, the Adviser is not required to deliver a CFTC disclosure document to the Fund's investors, nor is it required to provide Fund investors certified annual reports that satisfy the requirements of CFTC regulations generally applicable to registered CPOs. As of September 30, 2014, there is no certainty that the Adviser or other parties will be able to rely on these exclusions and exemptions in the future. Additional CFTC regulation (or a decision to no longer use strategies that trigger additional regulation) may cause the Fund to change its investment strategies or to incur additional expenses.
In addition, the CFTC, in consultation with other federal regulators, has proposed margin requirements for uncleared swap transactions. If adopted, the proposed requirements could increase the amount of margin necessary to conduct uncleared swap transactions, limit the types of assets that can be used as collateral for such transactions, and impose other restrictions. The proposed rule may also affect the ability of the Fund to use swap agreements to implement the Fund's investment strategy and may substantially increase regulatory compliance costs for the Adviser and the Fund. As of September 30, 2014, the actual margin requirements and ultimate impact of the rule proposals on the Fund is uncertain.
Pursuant to the terms of the advisory agreement between the Fund and the Adviser, the Adviser is responsible for selecting an investment subadviser to manage the Fund's assets and to monitor such management of the Fund's assets in accordance with the Fund's investment objective and related investment policies. Subject to the approval of the Fund's Board, the Adviser may elect to manage the Fund's investments and determine the composition of the assets of the Fund.
ASGI Mesirow Insight Fund, LLC
Notes to Financial Statements (unaudited) (continued)
September 30, 2014
Pursuant to an agreement with the Adviser and the Fund, the Subadviser is responsible for implementing a continuous investment program for the assets of the Fund, monitoring of the investment activities and holdings of the Fund, and for the selection of Investment Funds as well as direct investments of the Fund, in consultation with the Adviser.
The Fund pays the Adviser each month a fee ("Management Fee") equal to one-twelfth of 1.25% of the aggregate net asset value of outstanding shares of the Fund calculated as of the last day of each month (before any repurchases of shares). The Management Fee incurred by the Fund for the six month period ended September 30, 2014 was $645,972. As of September 30, 2014, the Management Fee payable to the Adviser was $309,620. The Adviser pays the Subadviser a portion of the Management Fee as described in the subadvisory agreement among the Adviser, Subadviser, and the Fund.
5. Investment Fund Transactions
Purchases of investments in Investment Funds for the six month period ended September 30, 2014 were $24,850,000. Proceeds from sales of investments in Investment Funds for the six month period ended September 30, 2014 were $32,769,552.
6. Investments in Investment Funds
The Adviser and Subadviser monitor the performance of Investment Funds. Such monitoring procedures include, but are not limited to, monitoring market movements in the Investment Funds' portfolio investments, comparing performance to industry benchmarks, in depth conference calls and site visits with Investment Fund investment managers.
The Subadviser actively allocates, and from time to time reallocates, the Fund's assets among the Investment Funds. While redemptions are permitted as noted in the table below for the Investment Funds, such redemptions may be suspended at any time upon the election of the management of the Investment Funds.
The investment managers of the Investment Funds are not affiliated with the Adviser or the Subadviser.
Complete information about the underlying investments held by the Investment Funds is not readily available, so it is unknown whether the Fund, through its aggregate investment in Investment Funds, holds any single investment whereby the Fund's proportionate share exceeds 5% of the Fund's net assets at September 30, 2014.
The following table summarizes the Fund's investments in the Investment Funds during the six month period ended September 30, 2014, none of which were related parties. The Fund indirectly bears fees and expenses as an investor in the Investment Funds. Each investor of each Investment Fund pays the investment manager of the Investment Fund a management fee. The fee rate varies and ranges from 0.75% to 2.10% per annum of the net asset value of that Investment Fund. Additionally, the investment manager of each Investment Fund will generally receive an incentive fee/allocation from each investor ranging from 17.5% to 20% (subject to any applicable thresholds) 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.
ASGI Mesirow Insight Fund, LLC
Notes to Financial Statements (unaudited) (continued)
September 30, 2014
| Investments in Investment Funds | | % of Fund's Total Fair Value | | | Fair Value | | | Net Change in Unrealized
Appreciation/
(Depreciation) | | | Realized
Gain
(Loss) | | Redemptions
Permitted* | Primary
Geographic
Location |
| LiquidAlts Omega Fund | | 8.7% | | | $ | 7,502,892 | | | $ | 2,892 | | | $ | — | | Daily | Channel Islands |
| Corvex Offshore Ltd. | | 7.9 | | | | 6,718,584 | | | | 214,098 | | | | 458,997 | | Quarterly | Cayman Islands |
| Axonic Credit Opportunities Overseas Fund, Ltd. | | 6.8 | | | | 5,822,953 | | | | 287,490 | | | | — | | Quarterly | Cayman Islands |
| LibreMax Offshore Fund, Ltd. | | 6.8 | | | | 5,803,159 | | | | 309,340 | | | | — | | Quarterly | Cayman Islands |
| King Street Europe, Ltd. | | 6.4 | | | | 5,469,276 | | | | (159,443 | ) | | | 335,058 | | Quarterly | British Virgin Islands |
| Discovery Global Macro Fund Ltd. | | 6.1 | | | | 5,210,186 | | | | (89,814 | ) | | | — | | Quarterly | Cayman Islands |
| Myriad Opportunities Offshore Fund Ltd. | | 6.0 | | | | 5,142,457 | | | | 142,457 | | | | — | | Quarterly | Cayman Islands |
| KKR Credit Alpha Fund | | 6.0 | | | | 5,130,465 | | | | 4,688 | | | | — | | Monthly | Cayman Islands |
| Naya Fund | | 5.6 | | | | 4,838,054 | | | | (312,624 | ) | | | 80,007 | | Quarterly | Cayman Islands |
| Owl Creek Overseas Fund Ltd. | | 5.3 | | | | 4,575,468 | | | | (130,687 | ) | | | — | | Annually | Cayman Islands |
| HFR ED Global Fund | | 5.2 | | | | 4,505,144 | | | | (280,550 | ) | | | 383,505 | | Monthly | Bermuda |
| Trend Macro Offshore Ltd. | | 5.0 | | | | 4,313,456 | | | | (36,544 | ) | | | — | | Monthly | Cayman Islands |
| ValueAct Capital International II, LP | | 5.0 | | | | 4,275,888 | | | | 113,914 | | | | — | | Annually | British Virgin Islands |
| HFR RVA Kayne MLP 1.25x Fund | | 4.6 | | | | 3,968,553 | | | | 457,691 | | | | — | | Weekly | Bermuda |
| Winton Futures Fund Ltd. | | 4.3 | | | | 3,671,540 | | | | 69,753 | | | | — | | Monthly | British Virgin Islands |
| Senator Global Opportunity Offshore Fund Ltd. | | 3.6 | | | | 3,119,237 | | | | 110,439 | | | | — | | Quarterly | Cayman Islands |
| MKP Opportunity Offshore, Ltd. | | 3.4 | | | | 2,958,483 | | | | (90,002 | ) | | | 55,040 | | Monthly | Cayman Islands |
| HFR CA Lazard Rathmore Fund | | 3.3 | | | | 2,864,932 | | | | (306,665 | ) | | | 294,635 | | Weekly | Bermuda |
| Balestra Global Ltd. | | — | | | | — | | | | 328,574 | | | | (480,985 | ) | Quarterly | Cayman Islands |
| dbX-Global Long/Short Equity 7 Fund | | — | | | | — | | | | (911,955 | ) | | | 845,247 | | Monthly | Channel Islands |
| dbX-US Long/Short Equity 12 Fund | | — | | | | — | | | | (2,425,688 | ) | | | 2,334,577 | | Monthly | Channel Islands |
| Kepos Alpha Fund, Ltd. | | — | | | | — | | | | 244,164 | | | | (86,977 | ) | Quarterly | Cayman Islands |
| Southpoint Qualified Offshore Fund, Ltd. | | — | | | | — | | | | (384,855 | ) | | | 421,449 | | Quarterly | Cayman Islands |
| Taylor Woods Fund Ltd. | | — | | | | — | | | | (258,579 | ) | | | 188,841 | | Quarterly | Cayman Islands |
| Total Investments in Investment Funds | | 100.0% | | | $ | 85,890,727 | | | $ | (3,101,906 | ) | | $ | 4,829,394 | | | |
* Subject to the terms of the offering memorandums of the Investment Funds.
While redemptions are permitted as noted in the table above for the Investment Funds, such redemptions may be deferred or suspended at any time upon the election of the investment manager of the Investment Fund. Moreover, certain Investment Funds may amend their liquidity provisions or otherwise further restrict the Fund's ability to make withdrawals from those Investment Funds. No such restrictions were in place as of or during the six month period ended September 30, 2014. The Fund had no unfunded capital commitments as of September 30, 2014.
The following is a summary of the investment strategies of the Investment Funds held in the Fund as of September 30, 2014:
Credit Strategies. Credit strategies commonly invest long and short in debt obligations of public and private companies to provide exposure to credit and/or volatility risks associated with those asset classes. For example, credit funds may invest long and short in debt obligations of companies that are in a period of stress due to, for instance, operational difficulties, financial duress, or bankruptcy proceedings. Long-biased credit funds typically have a net long exposure greater than 50%. Long/short credit funds generally maintain net exposure between 50% short and 50% long. Short-biased credit funds generally maintain a net short exposure greater than 50% net short. Multi-strategy credit funds invest across multiple credit strategies. An Investment Fund may make opportunistic allocations of capital across various structured product assets. Structured product transactions typically involve securities that entitle an Investment Fund to receive payments based primarily on the cash flows or market value of a specified pool of financial assets. Examples of structured product investments include collateralized bond, loan, and debt obligations as well as synthetic positions replicating such obligations, residential mortgage-backed securities, commercial mortgage-backed securities, and other asset-backed securities.
ASGI Mesirow Insight Fund, LLC
Notes to Financial Statements (unaudited) (continued)
September 30, 2014
Diversified/Multi Strategies. Diversified/Multi-strategy Investment Funds may employ any of the strategies described above, as well as any other strategy the investment manager determines presents the opportunity for profit in light of current market conditions.
Event-Driven Strategies. Event driven strategies generally seek to profit from anticipated outcomes of company-specific or transaction-specific events. Company events that serve as investment catalysts for event managers include mergers, acquisitions, transfers of assets, tender offers, exchange offers, recapitalizations, liquidations, divestitures, spin-offs, equity restructurings, and reorganizations. Event driven strategies rely upon the accurate forecasting of the outcome of particular events in addition to high quality valuation analyses. Investment Funds employing event strategies may invest long, short, or both, and generally do not rely on market direction for results. Examples of event driven strategies include merger arbitrage, in which an Investment Fund will be long the stock of a merger target while shorting the stock of the acquiring company, and event equity, in which an Investment Fund invests in a spin-off, recapitalization, or similar event that (unlike merger arbitrage) does not have a defined time frame or announced target price.
Hedged Equity Strategies. Hedged equity Investment Funds primarily invest in stocks of companies of varying market capitalizations. Such companies are primarily listed in the U.S., European, and developed Asian equities markets, although Investment Funds may invest in equity instruments in other regions, and may also invest a portion of assets in certain non-equity related securities. Hedged equity Investment Funds generally take both long and short positions or utilize other hedged investment approaches designed to control (but not eliminate) market exposure. Hedged equity Investment Funds tend to have a defined, fundamental investment philosophy, much like that of a traditional equity fund, and they generally implement that philosophy on both the long and short sides of the market. The hedged equity strategies to which the Fund may have exposure include opportunistic, loose neutral, long-biased, and short-biased. Opportunistic Investment Funds take both long and short positions in equity securities and derivatives at levels of exposure that vary depending on their investment outlook. Opportunistic strategies are typically expected to profit from stock picking skills, as well as portfolio risk management, and may use fundamental, bottom-up, and top-down sector and macro analysis. Opportunistic Investment Funds may have net short exposure to equity markets at points in time, but typically are expected to have a long bias over a market cycle and many will have net exposures in the 20% to 50% range. Loose neutral strategies generally involve being simultaneously long and short equity portfolios of the same size within a geographic region or sector and are typically intended to profit from market inefficiencies. Loose neutral managers typically maintain net exposure between 20% short and 20% long. Long-biased Investment Funds typically invest both long and short, but have a net long exposure to the equity markets (generally greater than 50% to 70% net long, although the Subadviser may invest with Investment Funds that have 100% long exposure), such that their strategies can be expected to perform better in rising markets. Investment Funds may utilize niche strategies, focusing on growth or value stocks, small or large capitalization companies, particular industries, or a particular geographical region or sector. Short-biased Investment Funds are a sub-set of hedged equity strategies that typically maintain net short exposure to equity markets by taking short positions in companies whose equities they expect to decline in price. The Subadviser generally invests in short-biased managers in order to offer greater diversification of short selling exposure. The Subadviser may utilize short-biased Investment Funds to decrease or hedge long equity exposure resulting from long positioning of other Investment Funds. Short exposure may be taken through the use of short-selling, or through exchange traded or over-the-counter derivative instruments such as futures, options, and swaps.
ASGI Mesirow Insight Fund, LLC
Notes to Financial Statements (unaudited) (continued)
September 30, 2014
Macro and Commodity Strategies. Macro and commodity strategies typically engage in an analysis of economic, political, and financial market conditions incorporating a variety of macro and micro considerations including, but not limited to, the business cycle, central bank policy, the regulatory and political environment, demographics, and fiscal policy in an effort to identify investment opportunities across a wide range of investment instruments. The macro and commodity investment approach is wide ranging, attempting to identify potential market opportunities irrespective of market sector, instrument or asset traded, or geography. Investment Funds may use a number of trading strategies in an attempt to achieve their investment objectives including, but not limited to, futures investing, equity long/short strategies, and credit-related strategies. The various techniques that Investment Funds employ may be used as independent profit opportunities, as well as to hedge existing positions. To implement macro and commodity strategies, Investment Funds may trade securities of all kinds, derivative instruments (including, but not limited to, forwards, swaps, swaptions, collars, caps, floors, and other types of over-the-counter derivatives, as well as exchange-traded derivatives, including options, futures, and options on futures) on currencies, interest rates, commodities, and other types of financial and non-financial underlyings, or other transactions with similar substantive or economic effect, and other investments of all types and kinds.
Relative Value Strategies. Relative value strategies encompass a wide range of investment techniques that are intended to profit from pricing inefficiencies. Relative value strategies generally involve taking a position in one instrument and simultaneously taking an offsetting position in a related instrument in an attempt to profit from incremental changes in the price differential. Relative value strategies are implemented in a manner intended to substantially limit, if not entirely remove, the impact of market direction on performance. Examples of relative value strategies are (a) convertible bond arbitrage, in which an Investment Fund is long a convertible bond and short the issuer's common stock in an attempt to profit from the mispricing between the two securities, (b) volatility arbitrage, in which an Investment Fund invests in long and short volatility positions, typically through options, (c) capital structure arbitrage, in which an Investment Fund is long an issuer's security that is senior or junior to securities elsewhere in the issuer's capital structure that the Investment Fund takes a short position in, with an expectation that the relative prices of the issuer's two securities will converge, and (d) strict market neutral, which is typically a quantitative strategy in which long and short positions are taken in equal weight, with the aim of removing market bias.
7. Fair Value Measurements
The Fund measures fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The three levels of the fair value hierarchy are:
ASGI Mesirow Insight Fund, LLC
Notes to Financial Statements (unaudited) (continued)
September 30, 2014
Level 2 – Quoted prices in non-active markets for which all significant inputs are observable either directly or indirectly. Level 2 inputs may also include pricing models whose inputs are observable or derived principally from or corroborated by observable market data.
Level 3 – Prices or valuation techniques that require inputs that are both significant to the fair value and unobservable. Little if any market activity exists for Level 3 securities.
The Adviser considers subscription and redemption rights, including any restrictions on the disposition of the interest, in its determination of the fair value of investments in Investment Funds. Investments in Investment Funds are included in Level 1 of the fair value hierarchy if an unadjusted price can be obtained from a reputable, independent third party pricing source as of the measurement date. Investments in the Investment Funds are included in Level 2 of the fair value hierarchy if the Fund can provide the appropriate redemption notice and can redeem its investment within 90 days of period end. All other investments in Investment Funds are classified as Level 3.
The Fund recognizes transfers into and out of the levels indicated above at the end of the reporting period.
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 as of September 30, 2014 is as follows:
| Description | | Total Fair Value at September 30, 2014 | | | Level 1 Quoted Prices | | | Level 2 Significant Observable Inputs | | | Level 3 Significant Unobservable Inputs | |
| Credit | | $ | 22,225,853 | | | $ | — | | | $ | 22,225,853 | | | $ | — | |
| Diversified/Multi-Strategy | | | 5,142,457 | | | | — | | | | — | | | | 5,142,457 | |
| Event-Driven | | | 12,199,849 | | | | — | | | | 12,199,849 | | | | — | |
| Hedged Equity | | | 27,303,971 | | | | — | | | | 23,028,083 | | | | 4,275,888 | |
| Macro and Commodity | | | 16,153,665 | | | | — | | | | 10,943,479 | | | | 5,210,186 | |
| Relative Value | | | 2,864,932 | | | | — | | | | 2,864,932 | | | | — | |
| Total Investments | | $ | 85,890,727 | | | $ | — | | | $ | 71,262,196 | | | $ | 14,628,531 | |
There were no transfers between Level 1 and Level 2 during the six month period ended September 30, 2014.
The following is a reconciliation of Level 3 investments for which the Fund cannot redeem its investment within 90 days of period end:
| | | Balance, as of April 1, 2014 | | | Realized gain/(loss) | | | (depreciation) | | | Purchases | | | (Sales) | | | Transfers into Level 3 | | | Transfers out of Level 3 | | | Balance, as of | |
Investments in Investment Funds | | | | | | | | | | | | | | | | | | | | | | | | |
Diversified/Multi- Strategy | | $ | — | | | $ | — | | | $ | 142,457 | | | $ | 5,000,000 | | | $ | — | | | $ | — | | | $ | — | | | $ | 5,142,457 | |
| Hedged Equity | | | 4,161,974 | | | | — | | | | 113,914 | | | | — | | | | — | | | | — | | | | — | | | | 4,275,888 | |
| Macro and Commodity | | | — | | | | — | | | | (89,814 | ) | | | 5,300,000 | | | | — | | | | — | | | | — | | | | 5,210,186 | |
| Total | | $ | 4,161,974 | | | $ | — | | | $ | 166,557 | | | $ | 10,300,000 | | | $ | — | | | $ | — | | | $ | | | | $ | 14,628,531 | |
ASGI Mesirow Insight Fund, LLC
Notes to Financial Statements (unaudited) (continued)
September 30, 2014
The following table is the net change in unrealized appreciation/(depreciation) for the period ended September 30, 2014 related to Level 3 investments in Investment Funds still held by the Fund as of September 30, 2014:
Investments in Investments Funds | | Net change in unrealized appreciation/ (depreciation) | |
Diversified/Multi-Strategy | | $ | 142,457 | | |
Hedged Equity | | | 113,914 | | |
Macro and Commodity | | | (89,814 | ) | |
Total | | $ | 166,557 | | |
| | | | | | |
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 net asset value per Share of the Fund as of the end of the last calendar day of the prior month. The Fund Board may discontinue accepting subscriptions at any time.
To provide a limited degree of liquidity to Members, the Fund may from time to time offer to repurchase shares pursuant to written tenders by Members. Tender offers will be made at such times, in such amounts and on such terms as may be determined by the Fund Board in its sole discretion.
The Adviser expects to recommend ordinarily that the Fund Board authorize the Fund to offer to repurchase Shares from Members quarterly.
For the six month period ended September 30, 2014, transactions in the Fund's shares were as follows:
| | | Subscriptions (in Shares) | | | Subscriptions | | | Reinvestment of Distributions (in Shares) | | | Reinvestment of Distributions | | | Tenders (in Shares) | | | Tenders | |
| Class 1 | | | 1,203.008 | | | $ | 1,275,000 | | | | — | | | $ | — | | | | (16,929.874 | ) | | | $ | (18,038,126 | ) | |
| Class A | | | — | | | | — | | | | — | | | | — | | | | (217,540 | ) | | | | (226,924 | ) | |
| | | | 1,203.008 | | | $ | 1,275,000 | | | | — | | | $ | — | | | | (17,147.414 | ) | | | $ | (18,265,050 | ) | |
9. Contingencies
In the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties and which provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as any such exposure would result from future claims that may be, but have not yet been, made against the Fund based on events which have not yet occurred. However, based on the Adviser's and Subadviser's experience, the Fund believes the risk of loss from these arrangements to be remote.
ASGI Mesirow Insight Fund, LLC
Notes to Financial Statements (unaudited) (continued)
September 30, 2014
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.
11. Line of Credit Arrangement
The Fund maintains a committed, secured line of credit (the "Facility") with Deutsche Bank AG ("DB"). The Facility had the following terms: (a) interest rate of applicable London Interbank Offered Rate ("LIBOR") rate plus 1.00% per annum, (b) a commitment fee of 0.65% per annum of the maximum principal amount, and (c) a committed amount of $15,000,000.
For the six month period ended September 30, 2014, the Fund had weighted average borrowings of $3,746,154. The weighted average interest rate on borrowings for the six month period ended September 30, 2014 was 0.00343%. As of September 30, 2014, there was no outstanding balance under the line of credit. Interest of $6,482 was expensed and there was no outstanding interest fee payable as of September 30, 2014.
For the six month period ended September 30, 2014, commitment fees of $49,562 were expensed and are included in the accompanying Consolidated Statement of Operations. Commitment fees of $24,917 were payable to DB as of September 30, 2014.
The Fund is required to meet certain financial covenants, such as maintaining a target collateralization rate of 25% as defined in the credit facility, to be the sum of the aggregate principal amount outstanding on the last business day of each month plus the accrued but unpaid interest amounts (as of such date) divided by the gross portfolio values as of the last business day of each month.
12. Subsequent Events
The Adviser has evaluated the impact of all subsequent events on the Fund through the date the financial statements were available to be issued, and has determined that there were no events that required disclosure other than those listed below.
Effective November 1, 2014 (the "Effective Date"), the Adviser was renamed as Wells Fargo Investment Institute, Inc. ("WFII"). The Adviser's Global Alternative Investments ("ASGI") division is responsible for continuing to manage the Fund under the advisory agreement. There was no change in control of the Adviser as a result of the changes. In conjunction with such changes at the Adviser, the Fund changed its legal name to ASGI Mesirow Insight Fund, LLC as of the Effective Date.
ASGI Mesirow Insight Fund, LLC
Supplemental Information (unaudited)
Tax Information
Certain dividends paid by the Fund may qualify for the corporate dividends received deduction. The percentage of ordinary income distributions paid which qualify for the corporate dividends received deduction will be determined as of the Fund's taxable year end of March 31, 2015.
Board Consideration of the Investment Management Agreement
At an in-person meeting of the Board held on May 8, 2014, the Board, including the Independent Managers, considered and approved the continuation of the investment advisory agreement between the Adviser and the Fund ("Advisory Agreement") and the subadvisory agreement among the Adviser, the Fund and the Subadviser ("Subadvisory Agreement" and together with the Advisory Agreement, the "Advisory Agreements"). In preparation for review of the agreements, the Board requested the Adviser and Subadviser to provide detailed information which the Board determined to be reasonably necessary to evaluate the investment advisory and subadvisory agreements. On May 8, 2014, the Independent Managers met in-person among themselves to review and discuss aspects of the materials, initially with, and later without, representatives of the Adviser and Subadviser being present.
Representatives of the Adviser and Subadviser made extensive presentations regarding the materials and responded to questions from the Independent Managers. Further, the Board, including the Independent Managers, took into consideration information furnished for the Board's review and consideration throughout the year at regular Board meetings, as well as the information specifically prepared in connection with the renewal process.
Upon consideration of these presentations, discussions, materials and other factors, the Board determined:
Nature, Extent and Qualityof Services Provided to each Fund.The Board reviewed and considered the nature and extent of the investment advisory and sub-advisory services provided by the Adviser, including monitoring and oversight, and the Subadviser under the Advisory Agreements, including the selection of investments, allocation of the Fund's assets among, and monitoring performance of, underlying Investment Funds, evaluation of risk exposure of underlying Investment Funds, experience of underlying Investment Funds' managers, management of short-term cash and operations of underlying Investment Funds, and day-to-day portfolio management and general due diligence examination of underlying Investment Funds before and after committing assets of the Fund for investment. The Board also reviewed and considered the nature and extent of the non-advisory and administrative services provided by the Adviser, including, among other things, providing to the Fund office facilities, equipment, and personnel and the Adviser's interactions with the Subadviser in assisting the Fund in compliance and other non-advisory areas. The Board reviewed and considered the qualifications of the portfolio managers, the senior administrative managers and other key personnel of the Adviser and the Subadviser who would provide the investment advisory, sub-advisory, and administrative services to the Fund, including recent changes in such personnel. The Board examined performance of the Fund during the period and previously. The Board determined that the Adviser's and the Subadviser's portfolio managers and key personnel are well qualified and perform the services in an efficient and professional manner with acceptable and competitive performance results. The Board also took into account the Adviser's and the Subadviser's compliance functions and their roles in determining the fair value of the Fund's assets. The Board also reflected on the annual audit process and the roles provided by the Adviser and Subadviser, including the time, resources and personnel availability provided by each. The Board concluded that the overall quality of the investment advisory, sub-advisory and administrative services was satisfactory.
Cost of the Services Provided, and whether Economies of Scale would be Realized.The Board considered the Fund's advisory and sub-advisory fee and concluded that each such fee was reasonable and satisfactory in light of the services to be provided. The Board reviewed the advisory and sub-advisory fee rates and total expense ratio of the Fund. The Board compared the advisory fee, sub-advisory fee and total expense ratio for the Fund with various comparative data, including a chart prepared by the Adviser comparing the fees payable by the Fund to those payable by comparable funds. The Board noted that the fees payable to the Adviser and the Subadviser were comparable to the fees payable to the investment managers of other similarly situated funds. The Board also considered fees charged by the Subadviser to other accounts managed by the Subadviser. The Board concluded that the advisory fee, the sub-advisory fee and total expense ratio of the Fund were reasonable and satisfactory in light of the services provided. The Board also determined that, given the relative size of the Fund, economies of scale were not likely to be present or were not a significant factor at this time.
ASGI Mesirow Insight Fund, LLC
Supplemental Information (unaudited) (continued)
Profitability of the Adviser and each of its Affiliates. The Board considered and reviewed information concerning the costs incurred and profits realized by the Adviser including the Adviser's methodology in allocating costs in determining its profitability. Based on the review of the information they received, the Board members concluded that the profits earned by the Adviser were reasonable. The Board did not consider the costs of the services provided and profits, if any, realized by the Subadviser from the respective relationships with the Fund, noting instead the arm's-length nature of the relationship between the Adviser and the Subadviser with respect to the sub-advisory fee rates on behalf of the Fund and that the Adviser pays the Subadviser from the advisory fee paid to the Adviser.
Benefits Derived by Adviser and/or Subadviser from the Relationship with the Fund. The Board considered the "fall-out" or ancillary benefits that may accrue to the Adviser and/or Subadviser as a result of the advisory relationship with the Fund. In this regard, the Board noted that no soft-dollar research exists or is significant, in light of the investments in Investment Funds, and that "fall-out" benefits, to the extent any exist, are not a material factor with regard to approving the Advisory Agreements.
General Conclusion. Based on its, consideration of all factors that it deemed material, the Board, including all of the Independent Managers, determined that the Fund's advisory fee is fair and reasonable with respect to the quality of services that the Adviser and the Subadviser provide and in light of the other factors that had been discussed and deemed relevant by the Board. The Board noted that it had based its decision on evaluation of all of the factors as a whole and did not consider any one factor as all-important or controlling in determining whether to approve the Advisory Agreements.
The Board of Managers of the Fund
The Fund Board provides broad oversight over the operations and affairs of the Fund, and has overall responsibility to manage and control the business affairs of the Fund, including the complete and exclusive authority to establish policies regarding the management, conduct, and operation of the Fund's business. The Fund Board exercises the same powers, authority and responsibilities on behalf of the Fund as are customarily exercised by the board of directors of a registered investment company organized as a corporation.
The Members of the Fund's Board of Managers ("Managers") are not required to hold Shares of the Fund. A majority of the Managers are persons who are not "interested persons" (as defined in the 1940 Act) of the Fund (collectively, the "Independent Managers"). The Independent Managers perform the same functions for the Fund as are customarily exercised by the non-interested directors of a registered investment company organized as a corporation or trust.
The identity of the Independent Managers and officers of the Fund and brief biographical information regarding each such person during the past five years is set forth below. Each Independent Manager who is deemed to be an "interested person" of the Fund, as defined in the 1940 Act (an "Interested Manager"), is indicated by an asterisk. The business address of each person listed below is 401 South Tryon Street, Charlotte, NC 28202.
ASGI Mesirow Insight Fund, LLC
Supplemental Information (unaudited) (continued)
Managers
| | | Principal Occupation(s) During Past Five Years(3) | Fund Complex(4) Overseen by Managers | Other Directorships Held by Manager During the Last 5 Years |
Adam Taback* Age: 43 | | Since 2011 | President, Alternative Strategies Group, Inc., since 2001; President, Wells Fargo Alternative Asset Management, LLC, 2011; President, Alternative Strategies Brokerage Services, Inc., since 2010. | 4 | Chairman of the Board of Managers, ASGI Aurora Opportunities Fund, LLC, since 2010; Chairman of the Board of Trustees, ASGI Agility Income Fund, since 2010; Chairman of the Board of Managers, ASGI Corbin Multi-Strategy Fund, LLC, since 2010. |
James Dean Age: 58 | Manager | Since 2011 | Executive Vice Chancellor and Provost, UNC at Chapel Hill, since 2013; Dean, Associate Dean, Kenan-Flagler Business School, UNC Chapel Hill, 1998-2013. | 4 | Member of Board of Trustees, ASGI Agility Income Fund, since 2010; Member of Board of Managers, ASGI Aurora Opportunities Fund, LLC, since 2010; Member of Board of Managers, ASGI Corbin Multi-Strategy Fund, LLC, since 2010. |
James Dunn Age: 41 | Manager | Since 2011 | Chief Executive Officer, Chief Investment Officer, Verger Capital Management LLC, since 2014; Vice President, Chief Investment Officer, Wake Forest University, 2009-2014; Managing Director, Chief Investment Officer, Wilshire Associates, 2005-2009. | 4 | Member of Board of Trustees, ASGI Agility Income Fund, since 2010; Member of Board of Managers, ASGI Aurora Opportunities Fund, LLC, since 2010; Member of Board of Managers, ASGI Corbin Multi-Strategy Fund, LLC, since 2010. |
Stephen Golding Age: 65 | Manager | Since 2011 | Chief Financial Officer, Vice President Finance and Administration, Ohio University, since 2010; Executive Vice President, Finance and Administration, Cornell University, 2005-2009. | 4 | Trustee, Washington College, since 2003; Member of Board of Trustees, ASGI Agility Income Fund, since 2010; Member of Board of Managers, ASGI Aurora Opportunities Fund, LLC, since 2010; Member of Board of Managers, ASGI Corbin Multi-Strategy Fund, LLC, since 2010. |
James Hille Age: 52 | Manager | Since 2011 | Chief Investment Officer, Texas Christian University, since 2006; Chief Investment Officer, Teachers Retirement System of Texas, 1995-2006. | 4 | Trustee, Employees Retirement System of Fort Worth, since 2007; Board Member, Texas Comptroller's Investment Advisory Board, since 2007; Trustee, Trinity Valley School, since 2009; Member of Board of Trustees, ASGI Agility Income Fund, since 2010; Member of Board of Managers, ASGI Aurora Opportunities Fund, LLC, since 2010; Member of Board of Managers, ASGI Corbin Multi-Strategy Fund, LLC, since 2010; Board Member, Investment Advisory Board of the Texas State Treasury Safekeeping Trust and the Employee Retirement System of Texas, since 2011; Trustee, Silver Ventures Inc., since 2012. |
Jonathan Hook Age: 56 | Manager | Since 2011 | Chief Investment Officer, Harry and Jeanette Weinberg Foundation, since 2014; Vice President, Chief Investment Officer, The Ohio State University, 2008-2014 ; Chief Investment Officer, Baylor University, 2001-2008. | 4 | Member of Board of Trustees, ASGI Agility Income Fund, since 2010; Member of Board of Managers, ASGI Aurora Opportunities Fund, LLC, since 2010; Member of Board of Managers, ASGI Corbin Multi-Strategy Fund, LLC, since 2010; Member of the Board of Directors, Research Corporation for Science Advancement (RCSA), since 2011. |
ASGI Mesirow Insight Fund, LLC
Supplemental Information (unaudited) (continued)
| | | Principal Occupation(s) During Past Five Years(3) | Fund Complex(4) Overseen by Managers | Other Directorships Held by Manager During the Last 5 Years |
Dennis | Manager | Since 2008 | Self-employed; Board Directorand Consultant. | 4 | Member of Board of Trustees, ASGI Agility Income Fund, LLC, since 2011; Member of Board of Managers, ASGI Aurora Opportunities Fund, LLC, since 2011; Member of Board of Managers, ASGI Corbin Multi-Strategy Fund, LLC, since 2011; Director, Grail Advisors ETF Trust (5 Funds) 2009-2011; Director, Genworth Financial GuideMark mutual funds (9 Funds), since 2007; Chairman of the Board of Directors of Pacific Metrics Corporation, since 2005; Director, Sitos Global Inc., since 2012; Director, Varian Semiconductor Equipment Associates, from 2004 to 2011; Director, Merriman Holdings, Inc., since 2003; Director, North Bay Bancorp from 2006 to 2007. |
| * | | Indicates an Interested Manager. |
| | | |
(1) | | As of September 30, 2014. |
| | | |
(2) | | Each Manager serves until death, retirement, resignation or removal from the Board. Any Manager may be removed either (a) with or without cause by the vote or written consent of at least two thirds (2/3) of the Managers not subject to the removal vote (but only if there are at least three Managers serving on the Board at the time of such vote or written consent) or (b) with or without cause by, if at a meeting, a vote of the Members holding a majority of the total number of votes present at such meeting or, if by written consent, a vote of Members holding at least two-thirds (2/3) of the total number of votes eligible to be cast by all Members. |
| | | |
(3) | | The information provided in this chart is as of September 30, 2014. As of November 1, 2014, the names of Alternative Strategies Group, Inc., Alternative Strategies Brokerage Services, Inc. and each Fund in the Fund Complex were changed. In addition, Mr. Taback's title with the Adviser was changed from President to Managing Director. |
| | | |
(4) | | The "Fund Complex" is currently comprised of four closed-end registered investment companies. |
