UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORMN-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT
COMPANIES
Investment Company Act file number 811-21552
J.P. Morgan Access Multi-Strategy Fund, L.L.C.
(Exact name of registrant as specified in charter)
277 Park Avenue
New York, NY 10172
(Address of principal executive offices) (Zip code)
Gregory S. Samuels, Esq.
J.P. Morgan Investment Management Inc.
4 New York Plaza
New York, NY 10004
(Name and address of agent for service)
Copy to:
Richard Horowitz, Esq.
Dechert LLP
1095 Avenue of the Americas
New York, NY 10036
Registrant’s telephone number, including area code:(800)480-4111
Date of fiscal year end: March 31
Date of reporting period: September 30, 2019
FormN-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 Rule30e-1 under the Investment Company Act of 1940 (17 CFR270.30e-1). The Commission may use the information provided on FormN-CSR in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by FormN-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in FormN-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, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.
Item 1. Reports to Stockholders.
The Report to Shareholders is attached herewith.
J.P. Morgan Access Multi-Strategy Fund, L.L.C.
Financial Statements
For the six months ended September 30, 2019
(Unaudited)
This report is open and authorized for distribution only to qualified and accredited investors or financial intermediaries who have received a copy of the Fund’s Private Placement Memorandum. This document, although required to be filed with the SEC, may not be copied, faxed or otherwise distributed to the general public.
J.P. Morgan Access Multi-Strategy Fund, L.L.C.
Financial Statements
For the six months ended September 30, 2019
(Unaudited)
Contents
Past performance is no guarantee of future results. Market volatility can significantly impact short-term performance. Results of an investment made today may differ substantially from the Fund’s historical performance. Investment return and principal value will fluctuate so that an investor’s interests, when redeemed, may be worth more or less than original cost.
J.P. Morgan Access Multi-Strategy Fund, L.L.C.
Schedule of Investments
September 30, 2019
(Unaudited)
| | | | | | | | | | | | | | | | |
Investment Funds (f) | | | Cost ($) | | | | Value ($) | | |
| % of
Members’ Capital |
| | | Liquidity (e) | |
| | | | |
Event Driven | | | | | | | | | | | | | | | | |
HG Vora Special Opportunities Fund, L.P.(b) | | | 13,515,587 | | | | 14,683,087 | | | | 5.22 | | | | Quarterly | |
Magnetar PRA Fund, Ltd.(b) | | | 13,248,979 | | | | 14,261,482 | | | | 5.07 | | | | Monthly | |
Senator Global Opportunity, Fund LP(b) | | | 3,672,273 | | | | 3,767,194 | | | | 1.34 | | | | Quarterly | |
Strategic Value Restructuring Fund, LP | | | 10,477 | | | | 5,940 | | | | 0.00 | (a) | | | In Liquidation** | |
Third Point Partners Qualified, L.P.(b) | | | 10,149,390 | | | | 12,247,390 | | | | 4.35 | | | | Quarterly | |
Varde Credit Partners (Offshore), Ltd.(b) | | | 9,943,477 | | | | 10,194,070 | | | | 3.62 | | | | Quarterly | |
York European Opportunities Fund L.P.(b) | | | 9,085,834 | | | | 8,920,147 | | | | 3.17 | | | | Quarterly | |
| | | | | | | | | | | | | | | | |
Total | | | 59,626,017 | | | | 64,079,310 | | | | 22.77 | | | | | |
| | | | | | | | | | | | | | | | |
| | | | |
Long/Short Equities | | | | | | | | | | | | | | | | |
BlackRock Emerging Frontiers Fund, Ltd.(b) | | | 7,600,000 | | | | 8,108,018 | | | | 2.88 | | | | Monthly | |
Coatue Qualified Partners, L.P.(b) | | | 7,918,182 | | | | 10,884,714 | | | | 3.87 | | | | Quarterly | |
Glenview Institutional Partners, L.P.(b) | | | 102,034 | | | | 459 | | | | 0.00 | (a) | | | Quarterly/Side Pocket* | |
Lakewood Capital Partners, L.P.(b) | | | 9,945,830 | | | | 10,476,402 | | | | 3.72 | | | | Quarterly | |
Light Street Argon, L.P.(b) | | | 5,800,000 | | | | 4,916,417 | | | | 1.75 | | | | Quarterly | |
Redmile Capital Fund LP(b) | | | 5,900,000 | | | | 5,447,452 | | | | 1.93 | | | | Quarterly | |
| | | | | | | | | | | | | | | | |
Total | | | 37,266,046 | | | | 39,833,462 | | | | 14.15 | | | | | |
| | | | | | | | | | | | | | | | |
| | | | |
Opportunistic/Macro | | | | | | | | | | | | | | | | |
Brevan Howard, L.P.(b) | | | 18,550,000 | | | | 19,381,537 | | | | 6.89 | | | | Monthly | |
D.E. Shaw Oculus Fund, LLC(b) | | | 14,568,063 | | | | 17,633,473 | | | | 6.26 | | | | Quarterly | |
Fort Global Contrarian, L.P.(b) | | | 8,098,762 | | | | 9,011,624 | | | | 3.20 | | | | Daily | |
Winton Diversified Futures Fund (US) L.P. | | | 7,401,587 | | | | 7,984,476 | | | | 2.84 | | | | Monthly | |
| | | | | | | | | | | | | | | | |
Total | | | 48,618,412 | | | | 54,011,110 | | | | 19.19 | | | | | |
| | | | | | | | | | | | | | | | |
| | | | |
Relative Value | | | | | | | | | | | | | | | | |
D.E. Shaw Composite Fund, LLC | | | 20,587,843 | | | | 28,221,568 | | | | 10.03 | | | | Quarterly | |
Dollar Senior Loan Onshore Fund, II L.P.(b) | | | 4,169,774 | | | | 4,276,895 | | | | 1.52 | | | | Monthly | |
Field Street Partners, L.P.(b) | | | 8,617,108 | | | | 8,805,117 | | | | 3.13 | | | | Monthly | |
Good Hill Partners Fund L.P.(b) | | | 10,117,149 | | | | 10,334,609 | | | | 3.67 | | | | Quarterly | |
King Street Capital, L.P.(b) | | | 447,050 | | | | 516,465 | | | | 0.19 | | | | Side Pocket* | |
Magnetar Capital Fund, L.P. | | | 9,576 | | | | 8,510 | | | | 0.00 | (a) | | | In Liquidation** | |
Magnetar Risk Linked Fund (US), Ltd. | | | 116,513 | | | | 94,596 | | | | 0.04 | | | | Side Pocket* | |
Magnetar SPV, LLC | | | 325 | | | | 307 | | | | 0.00 | (a) | | | In Liquidation** | |
Renaissance Institutional Diversified Global Equities | | | | | | | | | | | | | | | | |
Onshore Fund L.P.(b) | | | 11,850,000 | | | | 13,656,756 | | | | 4.85 | | | | Monthly | |
Two Sigma Spectrum US Fund, L.P.(b) | | | 20,784,093 | | | | 25,224,156 | | | | 8.96 | | | | Quarterly | |
Waterfall Victoria Fund, L.P. | | | 33 | | | | 2,667 | | | | 0.00 | (a) | | | Side Pocket* | |
| | | | | | | | | | | | | | | | |
Total | | | 76,699,464 | | | | 91,141,646 | | | | 32.39 | | | | | |
| | | | | | | | | | | | | | | | |
Total Investments in Investment Funds | | | 222,209,939 | | | | 249,065,528 | | | | 88.50 | | | | | |
| | | | | | | | | | | | | | | | |
| | | | |
Registered Investment Companies | | | | | | | | | | | | | | | | |
Equity Funds | | | | | | | | | | | | | | | | |
Blackrock Event Driven Equity Fund | | | 5,241,187 | | | | 5,549,694 | | | | 1.97 | | | | Daily | |
Diamond Hill Long-Short Fund | | | 6,211,715 | | | | 6,382,362 | | | | 2.27 | | | | Daily | |
| | | | | | | | | | | | | | | | |
Total Investments in Registered Investment Companies | | | 11,452,902 | | | | 11,932,056 | | | | 4.24 | | | | | |
| | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these financial statements.
1
J.P. Morgan Access Multi-Strategy Fund, L.L.C.
Schedule of Investments (continued)
September 30, 2019
(Unaudited)
| | | | | | | | | | | | | | | | |
| | Cost ($) | | | Value ($) | | | % of Members’ Capital | | Liquidity | |
Short-Term Investment | | | | | | | | | | | | | | | | |
Investment Company | | | | | | | | | | | | | | | | |
JPMorgan U.S. Government Money Market Fund, | | | | | | | | | | | | | | | | |
Institutional Class Shares, 1.94%(c),(d) | | | 6,853,149 | | | | 6,853,149 | | | | 2.44 | | | | Daily | |
| | | | | | | | | | | | | | | | |
Total Short-Term Investment | | | 6,853,149 | | | | 6,853,149 | | | | 2.44 | | | | | |
| | | | | | | | | | | | | | | | |
Total Investments | | | 240,515,990 | | | | 267,850,733 | | | | 95.18 | | | | | |
| | | | |
Other Assets, less Liabilities | | | | | | | 13,565,724 | | | | 4.82 | | | | | |
| | | | | | | | | | | | | | | | |
Members’ Capital | | | | | | | 281,416,457 | | | | 100.00 | | | | | |
| | | | | | | | | | | | | | | | |
| (a) | Amount rounds to less than 0.005%. |
| (b) | Partially or wholly held in a pledged account by the Custodian as collateral for existing line of credit. The aggregate value of collateral pledged for the line of credit is $212,747,464. |
| (c) | Investment in affiliate. The Fund holds 6,853,149 shares in the JPMorgan U.S. Government Money Market Fund, which is registered under the Investment Company Act of 1940, as amended, and advised by J.P. Morgan Investment Management Inc. |
| (d) | The rate shown is the current yield as of September 30, 2019. |
| (e) | Certain funds (except registered investment companies and short-term investment) may be subject to an initiallock-up period, as described in Note 1 of the financial statements. |
| (f) | Non-income producing investments. |
| * | A side pocket is an account within the Investment Fund that has additional restrictions on liquidity. |
| ** | The Investment Fund is in the process of ceasing its operations or has created a special purpose vehicle to handle the orderly disposition of the underlying assets, which may result in J.P. Morgan Access Multi-Strategy Fund, L.L.C.’s delayed receipt of redemption proceeds. |
The accompanying notes are an integral part of these financial statements.
2
J.P. Morgan Access Multi-Strategy Fund, L.L.C.
Schedule of Investments (continued)
September 30, 2019
Investment Strategy as a Percentage of Total Investments
![LOGO](https://capedge.com/proxy/N-CSRS/0001193125-19-308347/g732095g35x75.jpg)
The management agreements of the general partners/managers of the investment funds provide for compensation to such general partners/managers in the form of management fees ranging from 0% to 3% annually of net assets and incentives of 10% to 30% of net profits earned.
The accompanying notes are an integral part of these financial statements.
3
J.P. Morgan Access Multi-Strategy Fund, L.L.C.
Statement of Assets, Liabilities and Members’ Capital
September 30, 2019
(Unaudited)
| | | | |
Assets | | | | |
| |
Investments innon-affiliates, at value (cost $233,662,841) | | $ | 260,997,584 | |
Investments in affiliates, at value (cost $6,853,149) | | | 6,853,149 | |
Cash | | | 9 | |
Receivable for Investment Funds sold | | | 31,735,887 | |
Investments paid in advance (see Note 2c) | | | 8,500,000 | |
Other receivables | | | 430,781 | |
Prepaid expenses | | | 24,258 | |
Dividend receivable from affiliates | | | 14,068 | |
| | | | |
Total assets | | | 308,555,736 | |
| | | | |
| |
Liabilities | | | | |
Tender offer proceeds payable | | | 19,997,291 | |
Loan payable (see Note 4) | | | 6,000,000 | |
Management Fee payable | | | 498,150 | |
Professional fees payable | | | 486,612 | |
Administration Fee payable | | | 75,263 | |
Credit facility fees payable | | | 8,353 | |
Interest payable | | | 3,047 | |
Other accrued expenses | | | 70,563 | |
| | | | |
Total liabilities | | | 27,139,279 | |
| | | | |
| |
Members’ Capital | | $ | 281,416,457 | |
| | | | |
The accompanying notes are an integral part of these financial statements.
4
J.P. Morgan Access Multi-Strategy Fund, L.L.C.
Statement of Operations
For the six months ended September 30, 2019
(Unaudited)
| | | | |
Investment income | | | | |
Dividend income from affiliates | | $ | 214,253 | |
Dividend income fromnon-affiliates | | | 26,825 | |
Interest income fromnon-affiliates | | | 23,379 | |
Other income | | | 73,336 | |
| | | | |
Total investment income | | | 337,793 | |
| | | | |
| |
Expenses | | | | |
Management Fee (see Note 3) | | | 1,558,973 | |
Professional fees | | | 323,243 | |
Administration Fee (see Note 3) | | | 233,846 | |
Fund accounting and custodian fees | | | 190,130 | |
Credit facility fees (see Note 4) | | | 136,561 | |
Investor servicing fees | | | 58,200 | |
Insurance | | | 24,258 | |
Directors’ and Chief Compliance Officer’s fees | | | 18,000 | |
Interest (see Note 4) | | | 3,047 | |
Other | | | 30,083 | |
| | | | |
Total expenses | | | 2,576,341 | |
| | | | |
| |
Less: Waivers and/or expense reimbursements (see Note 3) | | | (19,072 | ) |
| | | | |
Net expenses | | | 2,557,269 | |
| | | | |
| |
Net investment income/(loss) | | | (2,219,476 | ) |
| | | | |
| |
Realized and unrealized gain/(loss) | | | | |
Net realized gain/(loss) from investments innon-affiliates | | | 4,249,111 | |
Net change in unrealized appreciation/(depreciation) on investments innon-affiliates | | | 4,535,915 | |
| | | | |
| |
Net realized and unrealized gain/(loss) | | | 8,785,026 | |
| | | | |
| |
Net increase/(decrease) in Members’ Capital resulting from operations | | $ | 6,565,550 | |
| | | | |
The accompanying notes are an integral part of these financial statements.
5
J.P. Morgan Access Multi-Strategy Fund, L.L.C.
Statements of Changes in Members’ Capital
For the six months ended September 30, 2019 (Unaudited)
| | | | | | | | | | | | | | | | |
| | | | Managing Member* | | Other Members | | Total |
From investment activities | | | | | | | | | | | | | | | | |
| | | | |
Net investment income/(loss) | | | | | | $ | – | | | $ | (2,219,476 | ) | | $ | (2,219,476 | ) |
Net realized gain/(loss) from investments innon-affiliates | | | | | | | – | | | | 4,249,111 | | | | 4,249,111 | |
Net change in unrealized appreciation/(depreciation) on investments innon-affiliates | | | | | | | – | | | | 4,535,915 | | | | 4,535,915 | |
| | | | | | | | |
Net increase/(decrease) in Members’ Capital resulting from operations | | | | | | | – | | | | 6,565,550 | | | | 6,565,550 | |
| | | | |
From Members’ Capital transactions | | | | | | | | | | | | | | | | |
Capital contributions | | | | | | | – | | | | 3,000,000 | | | | 3,000,000 | |
Repurchase fee | | | | | | | – | | | | 1,562 | | | | 1,562 | |
Capital repurchases | | | | | | | – | | | | (44,830,545 | ) | | | (44,830,545 | ) |
| | | | | | | | |
Net increase/(decrease) in Members’ Capital resulting from capital transactions | | | | | | | – | | | | (41,828,983 | ) | | | (41,828,983 | ) |
| | | | | | | | |
Net change in Members’ Capital | | | | | | | – | | | | (35,263,433 | ) | | | (35,263,433 | ) |
| | | | |
Members’ Capital at beginning of period | | | | | | | – | | | | 316,679,890 | | | | 316,679,890 | |
| | | | |
Members’ Capital at end of period | | | | | | $ | – | | | $ | 281,416,457 | | | $ | 281,416,457 | |
| | | | |
|
For the year ended March 31, 2019 | |
| | | | |
| | | | Managing Member* | | Other Members | | Total |
From investment activities | | | | | | | | | | | | | | | | |
| | | | |
Net investment income/(loss) | | | | | | $ | – | | | $ | (4,872,213 | ) | | $ | (4,872,213 | ) |
Net realized gain/(loss) from investments innon-affiliates | | | | | | | – | | | | 13,656,381 | | | | 13,656,381 | |
Net change in unrealized appreciation/(depreciation) on investments innon-affiliates | | | | | | | – | | | | (7,367,698 | ) | | | (7,367,698 | ) |
Distributions of capital gains received from investment companies non-affiliates | | | | | | | – | | | | 436,978 | | | | 436,978 | |
| | | | | | | | |
Net increase/(decrease) in Members’ Capital resulting from operations | | | | | | | – | | | | 1,853,448 | | | | 1,853,448 | |
| | | | |
From Members’ Capital transactions | | | | | | | | | | | | | | | | |
Capital contributions | | | | | | | – | | | | 15,496,000 | | | | 15,496,000 | |
Repurchase fee | | | | | | | – | | | | 1,373 | | | | 1,373 | |
Capital repurchases | | | | | | | – | | | | (104,390,264 | ) | | | (104,390,264 | ) |
| | | | | | | | |
Net increase/(decrease) in Members’ Capital resulting from capital transactions | | | | | | | – | | | | (88,892,891 | ) | | | (88,892,891 | ) |
| | | | | | | | |
Net change in Members’ Capital | | | | | | | – | | | | (87,039,443 | ) | | | (87,039,443 | ) |
| | | | |
Members’ Capital at beginning of year | | | | | | | – | | | | 403,719,333 | | | | 403,719,333 | |
| | | | | | | | |
Members’ Capital at end of year | | | | | | $ | – | | | $ | 316,679,890 | | | $ | 316,679,890 | |
| | | | | | | | |
* | MSFMM, Inc. is the Fund’s Managing Member and has a capital contribution of less than $1 in the Fund. |
The accompanying notes are an integral part of these financial statements.
6
J.P. Morgan Access Multi-Strategy Fund, L.L.C.
Statement of Cash Flows
For the six months ended September 30, 2019
(Unaudited)
| | | | |
Cash flows from operating activities | | | | |
| |
Net increase/(decrease) in Members’ Capital resulting from operations | | $ | 6,565,550 | |
Adjustments to reconcile net increase in Members’ Capital resulting from operations to net cash provided by operating activities: | | | | |
Purchases ofnon-affiliated Investment Funds and registered investment companies | | | (32,604,673 | ) |
Sales ofnon-affiliated Investment Funds and registered investment companies | | | 86,561,481 | |
Purchases of short-term investments in affiliates, net | | | (841,019 | ) |
Net realized (gain)/loss from investments innon-affiliates | | | (4,249,111 | ) |
Net change in unrealized (appreciation)/depreciation on investments innon-affiliates | | | (4,535,915 | ) |
Decrease in dividend receivable from affiliates | | | 6,035 | |
Decrease in dividend receivable fromnon-affiliates | | | 22,208 | |
Decrease in due from Investment Manager | | | 4,124 | |
Decrease in prepaid expenses | | | 24,258 | |
Increase in investments paid in advance | | | (2,625,000 | ) |
Increase in Other receivables | | | (73,336 | ) |
Decrease in Administration Fee payable | | | (11,418 | ) |
Decrease in credit facility fees payable | | | (5,258 | ) |
Decrease in Management Fee payable | | | (79,726 | ) |
Decrease in professional fees payable | | | (108,851 | ) |
Increase in interest payable | | | 3,047 | |
Decrease in other accrued expenses | | | (799 | ) |
| | | | |
| |
Net cash provided by operating activities | | | 48,051,597 | |
| | | | |
| |
Cash flows from financing activities | | | | |
| |
Capital contributions, including change in contributions received in advance | | | 2,820,000 | |
Capital redemptions, including change in tender offer proceeds payable | | | (59,571,588 | ) |
Proceeds from loan payable | | | 6,000,000 | |
| | | | |
| |
Net cash used in financing activities | | | (50,751,588 | ) |
| | | | |
| |
Net decrease in cash and cash equivalents | | | (2,699,991 | ) |
| |
Cash at beginning of period | | | 2,700,000 | |
| | | | |
Cash at end of period | | $ | 9 | |
| | | | |
| |
Cash paid during the period for interest | | $ | – | |
| | | | |
The accompanying notes are an integral part of these financial statements.
7
J.P. Morgan Access Multi-Strategy Fund, L.L.C.
Financial Highlights
Ratios and other Financial Highlights
The following represents the ratios to the other Members’ Capital and other financial highlights information for Members’ Capital other than the Managing Member and Special Member.
| | | | | | | | | | | | |
| | For the six months ended September 30, 2019 | | | | | | | | | | |
| Years Ended March 31, |
| | (Unaudited) | | 2019 | | 2018 | | 2017 | | 2016 | | 2015 |
Total return | | 2.08%(a) | | 0.74% | | 4.75% | | 6.49% | | (14.42%) | | 3.56% |
Performance allocation | | – | | – | | – | | 0.00%(b) | | 0.27% | | (0.34%) |
Total return after performance allocation | | 2.08%(a) | | 0.74% | | 4.75% | | 6.49% | | (14.15%) | | 3.22% |
| | | | | | |
Ratios to the other Members’ Capital: | | | | | | | | | | | | |
| | | | | | |
Expenses, before waivers | | 1.68%(c) | | 1.67% | | 1.64% | | 1.51% | | 1.59% | | 1.60% |
Expenses, net of waivers | | 1.67%(c) | | 1.66% | | 1.63% | | 1.49% | | 1.58% | | 1.59% |
Performance allocation | | – | | – | | – | | 0.00%(b) | | (0.32%) | | 0.35% |
Expenses, net of performance allocation and net of waivers | | 1.67%(c) | | 1.66% | | 1.63% | | 1.49% | | 1.26% | | 1.94% |
| | | | | | |
Net investment income (loss), before waivers | | (1.46%)(c) | | (1.34%) | | (1.48%) | | (1.46%) | | (1.58%) | | (1.60%) |
Net investment income (loss), net of waivers | | (1.45%)(c) | | (1.33%) | | (1.47%) | | (1.44%) | | (1.57%) | | (1.59%) |
| | | | | | |
Portfolio turnover rate | | 10.98%(a) | | 38.58% | | 27.45% | | 26.94% | | 25.59% | | 32.38% |
| | | | | | |
Members’ Capital applicable to other Members | | $281,416,457 | | $316,679,890 | | $403,719,333 | | $774,117,497 | | $2,117,128,248 | | $2,945,945,233 |
The above ratios and total returns are calculated for other Members taken as a whole. An individual investor’s return may vary from these returns based on the timing of capital contributions and performance allocation, if any.
The above expense ratios do not include the expenses from the investment funds and affiliated money market fund. However, total returns take into account all expenses.
(b) | Amount rounds to less than 0.005%. |
The accompanying notes are an integral part of these financial statements.
8
J.P. Morgan Access Multi-Strategy Fund, L.L.C.
Notes to Financial Statements September 30, 2019 (Unaudited)
1. Organization
J.P. Morgan Access Multi-Strategy Fund, L.L.C. (the “Fund”) was organized as a limited liability company on April 6, 2004 under the laws of the State of Delaware and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as aclosed-end,non-diversified, management investment company. The Fund’s investment objective is to generate consistent capital appreciation over the long term, with relatively low volatility and a low correlation with traditional equity and fixed-income markets. The Fund will seek to accomplish this objective by allocating its assets primarily among professionally selected investment funds (collectively, “Investment Funds” and each individually, “Investment Fund”) that are managed by experienced third-party investment advisers (“Portfolio Managers”) who invest in a variety of markets and employ, as a group, a range of investment techniques and strategies. There can be no assurance that the Fund will achieve its investment objective.
The following is a description of strategies used by third-party investment advisors:
Event Driven – Invests in securities of companies in financial difficulty, reorganization or bankruptcy, involved in mergers, acquisitions, restructurings, liquidations, spin-offs, or other special situations that alter a company’s financial structure or operating strategy, nonperforming andsub-performing bank loans, and emerging market debt. Investment Funds within this strategy are generally subject to30-90 day redemption notice periods and may havelock-up periods of up to two years.
Long/Short Equities – Invests in long and short equity securities that are deemed to be under or overvalued. Investment Funds within this strategy are generally subject to45-90 day redemption notice periods and may havelock-up periods of up to 18 months.
Opportunistic/Macro – Invests in a wide variety of instruments using a broad range of strategies, often assuming an aggressive risk posture. This strategy uses a combination of macro-economic models and fundamental research to invest across countries, markets, sectors and companies, and have the flexibility to invest in numerous financial instruments. Investment Funds within this strategy are generally subject to2-90 day redemption notice periods.
Relative Value – Makes simultaneous purchases and sales of similar securities to exploit pricing differentials or have long exposure innon-equity oriented beta opportunities (such as credit). Different relative value strategies include convertible bond arbitrage, statistical arbitrage, pairs trading, yield curve arbitrage and basis trading. Investment Funds within this strategy are generally subject to20-90 day redemption notice periods and may havelock-up periods of up to one year.
J.P. Morgan Investment Management Inc. (“JPMIM”), a corporation formed under the laws of the State of Delaware and an indirect, wholly-owned subsidiary of JPMorgan Chase & Co. (“JPMorgan Chase”), acts as Investment Manager (the “Investment Manager”) and Administrator (the “Administrator”) and is responsible for theday-to-day management of the Fund, subject to policies adopted by the Board of Directors (the “Board”). The Investment Manager has in turn delegated substantially all investment authority and the allocation of the Fund’s assets among the Investment Funds and other instruments to J.P. Morgan Private Investments Inc. (the“Sub-Advisor” or “JPMPI”), a corporation formed under the laws of the State of Delaware and a wholly-owned subsidiary of JPMorgan Chase. The
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J.P. Morgan Access Multi-Strategy Fund, L.L.C.
Notes to Financial Statements September 30, 2019 (Unaudited) (continued)
1. Organization (continued)
Sub-Advisor will allocate Fund assets among the Investment Funds and other investments that, in its view, represent attractive investment opportunities. MSFMM, Inc., an entity established by Intertrust Group B.V., serves as the managing member of the Fund (the “Managing Member”).
Both the Investment Manager and theSub-Advisor are registered as investment advisers under the Investment Advisers Act of 1940, as amended (the “Advisers Act”).
2. Significant Accounting Policies
a. Use of Estimates
The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements. The Fund is an investment company and, accordingly, follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946 -Investment Companies, which is part of U.S. generally accepted accounting principles (“GAAP”). The preparation of 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 members’ capital (“Members’ Capital”) from operations during the reporting period. Actual results could differ from those estimates.
b. Valuation of Investments
The valuation of the investments is in accordance with GAAP and the Fund’s valuation policies set forth by and under the supervision and responsibility of the Board, which established the following approach to valuation, as described more fully below. The Fund values its investments in Investment Funds at fair value. Fair value as of eachmonth-end ordinarily is the net asset value (“NAV”) determined as of suchmonth-end for each Investment Fund in accordance with the Investment Fund’s valuation policies and reported at the time of the Fund’s valuation.
The Administrator has established the J.P. Morgan Asset Management Americas Valuation Committee (“AVC”) to assist the Board with the oversight and monitoring of the valuation of the Fund’s investments. The Administrator implements the valuation policies of the Fund’s investments, as directed by the Board. The AVC oversees and carries out the policies for the valuation of investments held in the Fund as described in detail below. The Administrator is responsible for discussing and assessing the potential impacts to the fair values on an ongoing basis, and at least on a quarterly basis with the AVC and the Board.
On a monthly basis, the NAV is used to determine the fair value of all underlying investments which (a) do not have readily determinable fair values and (b) either have the attributes of an investment company or prepare their financial statements consistent with measurement principles of an investment company. As a general matter, the fair value of the Fund’s interest in an Investment Fund will represent the amount that the Fund could
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J.P. Morgan Access Multi-Strategy Fund, L.L.C.
Notes to Financial Statements September 30, 2019 (Unaudited) (continued)
2. Significant Accounting Policies (continued)
b. Valuation of Investments (continued)
reasonably expect to receive from an Investment Fund if the Fund’s interest were redeemed at the time of the valuation, based on information reasonably available at the time the valuation is made and that the Administrator believes to be reliable. In the unlikely event that an Investment Fund does not report amonth-end NAV to the Fund on a timely basis, the Administrator would determine the fair value of such Investment Fund based on the most recent value reported by the Investment Fund, as well as any other relevant information available at such time. Considerable judgment is required to interpret the factors used to develop estimates at fair value. These factors include, but are not limited to, a review of the underlying securities of the Investment Fund when available, ongoing due diligence of the style, strategy and valuation methodology employed by each Investment Fund, and a review of market inputs that may be expected to impact the performance of a particular Investment Fund. The use of different factors and estimation methodologies could have a significant effect on the estimated fair value and could be material to the financial statements.
Some of the Investment Funds may invest all or a portion of their assets in investments which may be illiquid. Some of these investments are held in “side pockets”, sub funds within the Investment Funds, which provide for their separate liquidation potentially over a much longer period than the liquidity an investment in the Investment Funds may provide. Should the Fund seek to liquidate its investment in an Investment Fund which maintains investments in a side pocket arrangement or which holds substantially all of its assets in illiquid investments, the Fund might not be able to fully liquidate its investment without considerable delay. In such cases, the value of its investment could fluctuate during the period until the Fund is permitted to fully liquidate its interest in the Investment Funds.
Investments in affiliated andnon-affiliated investment companies are valued at such fund’s NAV per share as of the valuation date.
Valuations reflected in this report are as of the report date. As a result, changes in valuation due to market events and/or issuer related events after the report date and prior to issuance of the report are not reflected herein.
The various inputs that are used in determining the fair value of the Fund’s investments are summarized into the three broad levels listed below.
Level 1 – Unadjusted inputs using quoted prices in active markets for identical investments.
Level 2 – Other significant observable inputs including, but not limited to, quoted prices for similar investments or other significant observable inputs.
Level 3 – Significant inputs based on the best information available in the circumstances, to the extent observable inputs are not available (including the Fund’s assumptions in determining the fair value of investments).
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J.P. Morgan Access Multi-Strategy Fund, L.L.C.
Notes to Financial Statements September 30, 2019 (Unaudited) (continued)
2. Significant Accounting Policies (continued)
b. Valuation of Investments (continued)
A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input both individually and in aggregate that is significant to the fair value measurement. The inputs or methodology used for valuing instruments are not necessarily an indication of the risk associated with investing in those instruments.
The Fund’s investments in affiliated andnon-affiliated registered investment companies, as disclosed on the Schedule of Investments, are designated as Level 1.
As of September 30, 2019, Investment Funds with a fair value of $249,065,528 have not been categorized in the fair value hierarchy as the Investment Funds were measured using the NAV per share as a practical expedient.
c. Investments Paid in Advance
Investments paid in advance represent cash which has been sent to Investment Funds prior to September 30, 2019, but the investment is not effective until October 1, 2019. At September 30, 2019, the Fund made the following commitments to purchase Investment Funds:
| | | | |
Investment Fund | | Amount | |
LibreMax Partners, LP* | | $ | 8,500,000 | |
| | | | |
Total | | $ | 8,500,000 | |
| | | | |
* | The Investment Fund utilizes the Relative Value strategy subject to 90 day redemption notice period and has quarterly liquidity. |
d. Distributions from Investments
Distributions received from Investment Funds, affiliated andnon-affiliated investment companies whether in the form of cash or securities, are applied as a reduction of the investment’s cost when identified as a return of capital. Once the investment’s cost is received, any further distributions are recognized as realized gains.
e. Income Recognition and Security Transactions
Distributions of net investment income and realized capital gains from affiliated andnon-affiliated investment companies, if any, are recorded on theex-dividend date. Interest income is recorded on an accrual basis. Realized gains and losses from Investment Fund transactions are calculated on the identified cost basis. Investments are recorded on the effective date of the subscription in the Investment Fund. All changes in the value of the Investment Funds are included in Net change in unrealized appreciation/(depreciation) on investments innon-affiliates on the Statement of Operations.
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J.P. Morgan Access Multi-Strategy Fund, L.L.C.
Notes to Financial Statements September 30, 2019 (Unaudited) (continued)
2. Significant Accounting Policies (continued)
f. Fund Expenses
The Fund bears all expenses incurred in its business other than those that the Investment Manager assumes. The expenses of the Fund include, but are not limited to, the following: all costs and expenses related to investment transactions and positions for the Fund’s account; legal fees; accounting and auditing fees; custodial fees; costs of computing the Fund’s net asset value; costs of insurance; registration expenses; expenses of meetings of the Board; all costs with respect to communications to members (the “Members”); and other types of expenses as may be approved from time to time by the Board.
The Fund invests in Investment Funds, affiliated andnon-affiliated investment companies and, as a result, bears a portion of the expenses incurred by these investments. These expenses are not reflected in the expenses shown on the Statement of Operations and are not included in the ratios to the other Members’ Capital shown in the Financial Highlights. Certain expenses incurred indirectly through investment in an affiliated money market fund are waived by the Fund as described in Note 3.
g. Income Taxes
The Fund intends to operate and has elected to be treated as a partnership for Federal income tax purposes. Accordingly, no provision for the payment of Federal, state or local income taxes has been provided. Each Member is individually responsible to report on its own tax return its distributive share of the Fund’s taxable income or loss.
The Investment Manager evaluates tax positions taken or expected to be taken in the course of preparing the Fund’s financial statements to determine whether the tax positions are“more-likely-than-not” of being sustained by the applicable tax authority. Tax positions with respect to tax at the Fund level not deemed to meet the“more-likely-than-not” threshold would be recorded as a tax benefit or expense in the current year. The Investment Manager is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits or expense will significantly change in the next twelve months. The Investment Manager’s conclusions regarding tax positions will be subject to review and may be adjusted at a later date based on factors including, but not limited to,on-going analyses of tax laws, regulations and interpretations thereof.
The Investment Manager has reviewed the Fund’s tax positions for all open tax years and has determined that as of September 30, 2019, no liability for income tax is required in the Fund’s financial statements for net unrecognized tax benefits. However, Investment Management’s conclusions may be subject to future review based on changes in, or the interpretation of, the accounting standards or tax laws and regulations. The Fund’s Federal tax returns for the prior three fiscal years remain subject to examination by the Internal Revenue Service.
3. Management Fee, Related Party Transactions and Other
The Fund has entered into an investment management agreement with the Investment Manager. In consideration of the advisory services provided by the Investment Manager to the Fund, the Fund pays the Investment Manager a
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J.P. Morgan Access Multi-Strategy Fund, L.L.C.
Notes to Financial Statements September 30, 2019 (Unaudited) (continued)
3. Management Fee, Related Party Transactions and Other (continued)
management fee at an annual rate of 1.00% (the “Management Fee”), payable monthly at the rate of 1/12 of 1.00% of themonth-end capital account balance of each Member, before giving effect to repurchases or Repurchase Fees (if any, as defined in Note 6), but after giving effect to the Fund’s other expenses. The Management Fee is an expense paid out of the Fund’s assets. The Management Fee is paid monthly in arrears within 30 days of the calculation of the Fund’smonth-end Members’ Capital of each month. For the six months ended September 30, 2019, the Management Fee earned by JPMIM totaled $1,558,973.
The Investment Manager, on behalf of the Fund, has entered into an investmentsub-advisory agreement with JPMPI. For its services assub-advisor, the Investment Manager pays JPMPI a monthlysub-advisory fee of 1/12 of 0.85% of themonth-end capital balance of each Member of the Fund.
TheSub-Advisor was the special member of the Fund (the “Special Member”). Prior to January 1, 2017, the Special Member was entitled to all incentive-based performance allocations, if any, from Members’ accounts (see Note 6).
Pursuant to an Administration Agreement, the Administrator provides certain administration services to the Fund. In consideration of these services, the Administrator receives a fee (the “Administration Fee”) paid monthly at the annual rate of 0.15% of the Fund’s month end Members’ Capital before giving effect to repurchases, Repurchase Fees, (if any, as defined in Note 6) but after giving effect to the Fund’s other expenses. For the six months ended September 30, 2019, the Administration Fee earned by JPMIM totaled $233,846.
The Investment Manager, theSub-Advisor and the Administrator, have contractually agreed to waive fees and/or reimburse the Fund to the extent that total annual operating expenses (excluding acquired fund fees and expenses, other than certain money market fund fees as described below, interest, brokerage commissions, other transaction-related expenses and any extraordinary expenses) exceed 1.92% on an annualized basis of the Fund’s Members’ Capital as of the end of each month. This expense limitation agreement is in effect until August 1, 2020. There were no fees waived pursuant to this agreement during the six months ended September 30, 2019.
The Fund may invest in one or more money market funds advised by the Investment Manager or its affiliates (affiliated money market funds). The Investment Manager and/or Administrator have contractually agreed to waive fees and/or reimburse expenses in an amount sufficient to offset the respective net fees each collects from an affiliated money market fund on the Fund’s investment in such affiliated money market funds. The amount of waivers resulting from investments in the affiliated money market funds for the six months ended September 30, 2019 was $19,072.
Entities may be retained by the Fund to assist in the placement of interests. These entities (“Placement Agents” or “Intermediaries”), which may include the Investment Manager and its affiliates, will generally be entitled to receive a placement fee of up to 2.0% of the invested amount from each investor purchasing an interest through a Placement Agent. The placement fee will be added to a prospective investor’s subscription amount; it will not constitute a capital contribution made by the investor to the Fund nor will it be included as part of the assets of the Fund. The placement fee may be adjusted or waived in the sole discretion of the Placement Agent.
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J.P. Morgan Access Multi-Strategy Fund, L.L.C.
Notes to Financial Statements September 30, 2019 (Unaudited) (continued)
3. Management Fee, Related Party Transactions and Other (continued)
Certain officers of the Fund are affiliated with the Investment Manager and the Administrator. Such officers, with the exception of the Chief Compliance Officer, receive no compensation from the Fund for serving in their respective roles.
The Board appointed a Chief Compliance Officer to the Fund in accordance with Federal securities regulations. The Fund, along with other affiliated funds, makes reimbursement payments, on apro-rata basis, to the Administrator for a portion of the fees associated with the Office of the Chief Compliance Officer. Such fees are included in Directors’ and Chief Compliance Officer’s fees on the Statement of Operations.
The Fund has adopted a Director Deferred Compensation Plan (the “Plan”) which allows the Independent Directors to defer the receipt of all or a portion of compensation related to performance of their duties as a Director. The deferred fees are invested in various J.P. Morgan Funds until distribution in accordance with the Plan.
4. Line of Credit
The Fund has a line of credit with Credit Suisse International in the amount of $45.1 million and from time to time may borrow cash under a credit agreement. Prior to May 30, 2019, the line of credit was $70 million. Interest charged on borrowings, which is calculated on any outstanding loan balance, and based on a LIBOR-based rate, is payable on a monthly basis. The Fund also pays a monthly fee on the unused amount of the line of credit. The Fund had an outstanding balance of $6.0 million on this line of credit as of September 30, 2019. This agreement terminates on May 29, 2020.
During the six months ended September 30, 2019, the Fund had borrowings under the credit agreement as follows:
| | | | | | | | |
Average Daily Loan Balance* | | Weighted Average Interest Rate | | Interest Expense | | Number of Days Borrowings Were Outstanding | | Credit Facility Fee** |
$6,000,000 | | 3.05% | | $3,047 § | | 6 | | $136,561 § |
| * | For the days borrowings were outstanding. |
| ** | For the fiscal six months ended September 30, 2019. |
| § | Interest expense and credit facility fees incurred for the six months ended September 30, 2019 are included in the Statement of Operations. |
The Fund is required to pledge cash or securities as collateral to Credit Suisse International in an amount equal to a certain percentage of the available line of credit. Securities segregated as collateral are denoted on the Schedule of Investments.
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J.P. Morgan Access Multi-Strategy Fund, L.L.C.
Notes to Financial Statements September 30, 2019 (Unaudited) (continued)
5. Security Transactions
During the six months ended September 30, 2019, purchases and sales of investments (excluding short-term investments) amounted to $32,604,673 and $86,374,700, respectively.
At September 30, 2019, the estimated cost of investments for Federal income tax purposes was $301,055,140. Accordingly, gross unrealized appreciation on investments was $28,965,674 and gross unrealized depreciation was $62,170,081, resulting in net unrealized depreciation of $33,204,407. The estimated cost of investments for Federal income tax purposes is adjusted for items of taxable income or loss allocated to the Fund from the Investment Funds. The allocated taxable income or loss is reported to the Fund by the Investment Funds on their respective ScheduleK-1. The Fund has not yet received all such ScheduleK-1’s for the tax year ended December 31, 2018; therefore, the tax basis cost of investments as of September 30, 2019 is estimated based on information available, and will not be finalized by the Fund until after the fiscal year end.
6. Contributions, Redemptions, and Performance Allocation
Generally, initial and additional contributions for Interests (“Interests”) by eligible investors may be accepted at such times as the Fund may determine. The Fund reserves the right to reject any contributions for Interests in the Fund. The initial acceptance for contributions for Interests was April 1, 2004 (the “Initial Closing Date”). After the Initial Closing Date, the Fund generally accepts contributions for Interests as of the first day of each month. At September 30, 2019, the Fund did not receive any contribution proceeds in advance for the October 1, 2019 contribution date, which included Repurchase Fees, as defined below, related to repurchase of Members’ Interests at September 30, 2019. This amount is included in the Statement of Assets, Liabilities and Members’ Capital.
The Fund from time to time may offer to repurchase Interests pursuant to written tenders by Members. These repurchases will be made at such times, and in such amounts, and on such terms as may be determined by the Board, in its sole discretion. The Investment Manager expects to typically recommend to the Board that the Fund offer to repurchase Interests from Members of up to 35% of the Fund’s Member’s Capital quarterly, effective as of the last day of March, June, September, and December, although such recommendation may be less than or greater than 35%. A 1.5% repurchase fee (the “Repurchase Fee”) payable to the Fund will be charged for repurchases of Members’ Interests at any time prior to the day immediately preceding theone-year anniversary of a Member’s purchase of its Interests. For the six months ended September 30, 2019, the Fund earned Repurchase Fees of $1,562, which is included on the Statements of Changes in Members’ Capital.
At the end of each Allocation Period of the Fund, any net capital appreciation or net capital depreciation of the Fund (both realized and unrealized), as the case may be, is allocated to the capital accounts of all of the Members (including the Special Member and the Managing Member) in proportion to their respective opening capital account balances for such Allocation Period. The initial “Allocation Period” began on the Initial Closing Date, with each subsequent Allocation Period beginning immediately after the close of the preceding Allocation Period. Each Allocation Period closes on the first to occur of (1) the last day of each month, (2) the date immediately prior to the effective date of (a) the admission of a new Member or (b) an increase in a Member’s capital contribution, (3) the effective date of any repurchase of Interests, or (4) the date when the Fund dissolves.
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J.P. Morgan Access Multi-Strategy Fund, L.L.C.
Notes to Financial Statements September 30, 2019 (Unaudited) (continued)
6. Contributions, Redemptions, and Performance Allocation (continued)
Effective January 1, 2017, the Fund is no longer subject to the Performance Allocation. In connection with this change, the Fund is no longer required to have a Special Member to receive the Performance Allocation.
7. Risk Exposure
In the normal course of business, the Investment Funds trade various financial instruments and enter into various investment activities withoff-balance sheet risk. These include, but are not limited to, short-selling activities, writing option contracts, contracts for differences, and interest rate, credit default and total return equity swaps contracts. The Fund’s risk of loss in these Investment Funds is limited to the value of the Fund’s investments in the Investment Funds.
In pursuing its investment objectives, the Fund invests in Investment Funds that are not registered under the 1940 Act. These Investment Funds may utilize diverse investment strategies, which are not generally managed against traditional investment indices. The Investment Funds selected by the Fund will invest in and actively traded securities and other financial instruments using a variety of strategies and investment techniques that may involve significant risks. Such risks arise from the volatility of the equity, fixed income, commodity and currency markets, leverage both on and off balance sheet associated with borrowings, short sales and derivative instruments, the potential illiquidity of certain instruments including emerging markets, private transactions, derivatives, and counterparty and broker defaults. Various risks are also associated with an investment in the Fund, including risks relating to the multi-manager structure of the Fund, risks relating to compensation arrangements and risks related to limited liquidity of the Investment Funds. The Investment Funds provide for periodic redemptions generally ranging from monthly to semi-annually, and may be subject to variouslock-up provisions and early withdrawal fees.
Because of the Fund’s investment in the Investment Funds, the Fund indirectly pays a portion of the expenses incurred by the Investment Funds. As a result, a cost of investing in the Fund may be higher than the cost of investing in a fund that invests directly in individual securities and financial instruments.
The investments of the Investment Funds are subject to normal market fluctuations and other risks inherent in investing in securities and there can be no assurance that any appreciation in value will occur. The value of investments can fall as well as rise and investors may not realize the amount that they invest.
Although the Investment Manager will seek to select Investment Funds that offer the opportunity to have their shares or units redeemed within a reasonable timeframe, there can be no assurance that the liquidity of the investments of such Investment Funds will always be sufficient to meet redemption requests as, and when, made.
The Investment Manager may invest the Fund’s assets in Investment Funds that invest in illiquid securities and do not permit frequent withdrawals. Illiquid securities owned by Investment Funds are generally riskier than liquid securities because the Investment Funds may not be able to dispose of the illiquid securities if their investment performance deteriorates, or may be able to dispose of the illiquid securities only at a greatly reduced price. Similarly, the illiquidity of the Investment Funds may cause Members to incur losses because of an inability to withdraw their investments from the Fund during or following periods of negative performance.
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J.P. Morgan Access Multi-Strategy Fund, L.L.C.
Notes to Financial Statements September 30, 2019 (Unaudited) (continued)
7. Risk Exposure (continued)
The Investment Funds may invest in the securities of foreign companies that involve special risks and considerations not typically associated with investing in U.S. companies. These risks include devaluation of currencies, less reliable information about issuers, different securities transaction clearance and settlement practices, and future adverse political and economic developments. Moreover, securities of many foreign companies and their markets may be less liquid and their prices more volatile than those securities of comparable U.S. companies.
Because of the Funds’ investments in registered investment companies, the Funds indirectly pay a portion of the expenses incurred by these Funds. As a result, the cost of investing in the Funds may be higher than the cost of investing in a mutual fund that invests directly in individual securities and financial instruments. The Fund is also subject to certain risks related to the registered investment companies’ investments in securities and financial instruments such as fixed income securities, including high yield, asset-backed and mortgage-related securities, equity securities, foreign and emerging markets securities, commodities and real estate securities. These securities are subject to risks specific to their structure, sector or market.
In addition, the registered investment companies may use derivative instruments in connection with their individual investment strategies including futures, forward foreign currency exchange contracts, options, swaps and other derivatives, which are also subject to specific risks related to their structure, sector or market and may be riskier than investments in other types of securities. Specific risks and concentrations present in the registered investment companies are disclosed within their individual financial statements and registration statements, as appropriate since the Fund isnon-diversified, it may invest a greater percentage of its assets in a particular issuer or group of issuers than a diversified fund would. This increased investment in fewer issuers may result in the Fund being more sensitive to economic results of those issuing the securities.
8. Indemnifications
In the normal course of business, the Fund enters into contracts that contain a variety of representations that 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.
9. Concentrations
As of September 30, 2019, an affiliate of the Investment Manager managed their client’s holdings in the Fund, which collectively represented all of the Members’ Capital. Significant Member transactions, if any, may impact the Fund’s performance.
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J.P. Morgan Access Multi-Strategy Fund, L.L.C.
Board Approval of Investment Advisory Agreement (Unaudited)
The Board of Directors has established various standing committees composed of Directors with diverse backgrounds, to which the Board of Directors has assigned specific subject matter responsibilities to further enhance the effectiveness of the Board’s oversight and decision making. The Board of Directors and its investment committees (money market and alternative products, equity, and fixed income) meet regularly throughout the year and consider factors that are relevant to their annual consideration of investment advisory agreements at each meeting. They also meet for the specific purpose of considering investment advisory agreement annual renewals. The Board of Directors held meetings in person in June and August 2019, at which the Directors considered the continuation of the investment management andsub-advisory agreements for the Fund whose semi-annual report is contained herein (each an “Advisory Agreement” and, collectively, the “Advisory Agreements”). At the June meeting, the Board’s investment committees met to review and consider performance, expense and related information for the J.P. Morgan Funds. Each investment committee reported to the full Board, which then considered the investment committee’s preliminary findings. At the August meeting, the Directors continued their review and consideration. The Directors, including a majority of the Directors who are not “interested persons” (as defined in the 1940 Act) of any party to the Advisory Agreements or any of their affiliates, approved the continuation of each Advisory Agreement on August 14, 2019.
As part of their review of the Advisory Agreements, the Directors considered and reviewed performance and other information about the Fund received from the Investment Manager andSub-Advisor. This information includes the Fund’s performance as compared to the performance of its peers and benchmarks and analyses by the Investment Manager of the Fund’s performance. In addition, the Directors have engaged an independent management consulting firm (“independent consultant”) to report on the performance of certain J.P. Morgan Funds at each of the Directors’ regular meetings. In addition, in preparation for the June and August meetings, the Directors requested, received and evaluated extensive materials from the Investment Manager and/orSub-Advisor, including performance and expense information compiled by Broadridge, using data from Lipper Inc., independent providers of investment company data (together, “Broadridge/Lipper”). The Directors’ independent consultant also provided additional analyses of the performance of the Fund as compared to the Fund’s objectives and peers. Before voting on the Advisory Agreements, the Directors reviewed the Advisory Agreements with representatives of the Investment Manager and/orSub-Advisor, counsel to the Fund and independent legal counsel and received a memorandum from independent legal counsel to the Directors discussing the legal standards for their consideration of the Advisory Agreements. The Directors also discussed the Advisory Agreements in executive sessions with independent legal counsel at which no representatives of the Investment Manager orSub-Advisor were present.
A summary of the material factors evaluated by the Directors in determining whether to approve the Advisory Agreements is provided below. Each Director attributed different weights to the various factors and no factor alone was considered determinative. The Directors considered information provided with respect to the Fund throughout the year, as well as materials furnished specifically in connection with the annual review process. From year to year, the Directors consider and place emphasis on relevant information in light of changing circumstances in market and economic conditions.
After considering and weighing the factors and information they had received, the Directors found that the compensation to be received by the Investment Manager from the Fund and by theSub-Advisor from the Investment Manager under the Advisory Agreements was fair and reasonable under the circumstances and determined that the continuance of the Advisory Agreements was in the best interests of the Fund and its shareholders.
19
J.P. Morgan Access Multi-Strategy Fund, L.L.C.
Board Approval of Investment Advisory Agreement (Unaudited) (continued)
Nature, Extent and Quality of Services Provided by the Investment Manager andSub-Advisor
The Directors received and considered information regarding the nature, extent and quality of services provided to the Fund under the Advisory Agreements. The Directors took into account information furnished throughout the year at Directors’ meetings, as well as the materials furnished specifically in connection with this annual review process. The Directors considered the background and experience of the Investment Manager’s andSub-Advisor’s senior management, personnel changes, if any, and the expertise of, and the amount of attention given to the Fund by, investment personnel of the Investment Manager andSub-Advisor. In addition, the Directors reviewed the qualifications, backgrounds and responsibilities of the portfolio management team primarily responsible for theday-to-day management of the Fund and the infrastructure supporting the team, including personnel changes, if any. The Directors also considered information provided by the Investment Manager andSub-Advisor about the structure and distribution strategy of the Fund. The Directors reviewed information relating to the Investment Manager’s andSub-Advisor’s risk governance model and reports showing the Investment Manager’s andSub-Advisor’s compliance structure and ongoing compliance processes. The Directors also considered the quality of the administrative services provided by the Investment Manager in its role as administrator.
The Directors also considered their knowledge of the nature and quality of services provided by the Investment Manager andSub-Advisor and their affiliates to the Fund gained from their experience as Directors of the J.P. Morgan Funds. In addition, they considered the overall reputation and capabilities of the Investment Manager,Sub-Advisor and their affiliates, the commitment of the Investment Manager andSub-Advisor to provide high quality service to the Fund, their overall confidence in the Investment Manager’s andSub-Advisor’s integrity and the Investment Manager’s andSub-Advisor’s responsiveness to questions or concerns raised by them, including the Investment Manager’s andSub-Advisor’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the Fund. In addition, the Directors considered the different roles and responsibilities performed by the Investment Manager andSub-Advisor under the Advisory Agreements, including the Investment Manager’s monitoring and evaluating of theSub-Advisor to help assure that theSub-Advisor is managing the Fund consistently with its investment objectives and restrictions.
Based upon these considerations and other factors, the Directors concluded that they were satisfied with the nature, extent and quality of the investment advisory services provided to the Fund by the Investment Manager andSub-Advisor.
Costs of Services Provided and Profitability to the Investment Manager and its Affiliates
The Directors received and considered information regarding the profitability to the Investment Manager and its affiliates in providing services to the Fund. The Directors reviewed and discussed this information. The Directors recognized that this information is not audited and represents the Investment Manager’s determination of its and its affiliates’ revenues from the contractual services provided to the Fund, less expenses of providing such services. Expenses include direct and indirect costs and are calculated using an allocation methodology developed by the Investment Manager. The Directors also recognized that it is difficult to make comparisons of profitability from fund investment advisory contracts because comparative information is not generally publicly available and is affected by numerous factors, including the structure of the particular adviser, the types of funds it manages, its business mix, numerous assumptions regarding allocations and the fact that publicly-traded fund managers’ operating profits and net income are net of distribution and marketing expenses. Based upon their review, and taking into consideration the factors noted above, the Directors concluded that the profitability to the
20
J.P. Morgan Access Multi-Strategy Fund, L.L.C.
Board Approval of Investment Advisory Agreement (Unaudited) (continued)
Investment Manager under the Advisory Agreement was not unreasonable in light of the services and benefits provided to the Fund.
The Directors also considered that the Investment Manager, an affiliate of theSub-Advisor, earns fees from the Fund for providing administrative services. These fees were shown separately in the profitability analysis presented to the Directors. The Directors also considered the fees that may be paid to JPMorgan Chase Bank, N.A., J.P. Morgan Institutional Investments Inc., J.P. Morgan Securities LLC, J.P. Morgan Trust Company, N.A., and JPMorgan Distribution Services, Inc. for various services.
Fall-Out Benefits
The Directors reviewed information regarding potential“fall-out” or ancillary benefits received by the Investment Manager and its affiliates as a result of their relationship with the J.P. Morgan Funds. The Trustees also noted that the Investment Manager supports a diverse set of products and services, which benefits the Investment Manger by allowing it to leverage its infrastructure to serve additional clients. The Directors also reviewed the Investment Manager’s allocation of fund brokerage for the J.P. Morgan Funds complex, including allocations to brokers who provide research to the Investment Manager.
Economies of Scale
The Directors considered the extent to which the Fund may benefit from economies of scale. The Directors considered that there may not be a direct relationship between economies of scale realized by the Fund and those realized by the Investment Manager as assets increase. The Directors considered the extent to which the Fund was priced to scale and whether it would be appropriate to add advisory fee breakpoints. The Directors noted the Fund has implemented fee waivers and contractual expense limitations (“Fee Caps”) which allows the Fund’s shareholders to share potential economies of scale from its inception and that the fees remain competitive with peer funds. The Trustees further considered the Investment Manager’s andSub-Advisor’s ongoing investments in their business in support of the Fund, including the Investment Manager’s and/orSub-Advisor’s investments in trading systems, technology (including improvements to the J.P. Morgan Fund’s website, and cybersecurity improvements), retention of key talent, and regulatory support enhancements. The Trustees concluded that the current fee structure for the Fund, including any Fee Caps the Investment Manager has in place that serve to limit the overall net expense ratios of the Fund at competitive levels, was reasonable. The Directors concluded that the current fee structure for the Fund, including any Fee Caps that the Investment Manager has in place that serve to limit the overall net expense ratios of the Fund at competitive levels, was reasonable. The Directors concluded that the Fund’s shareholders received the benefits of potential economies of scale through the Fee Caps and the Investment Manager’s reinvestment in its operations to serve the Fund and its shareholders, in addition to the reinvestment that ensures sufficient resources in terms of personnel and infrastructure to support the Fund.
Independent Written Evaluation of the Fund’s Chief Compliance Officer
The Directors noted that, upon their direction, the Chief Compliance Officer for the Fund had prepared an independent written evaluation in order to assist the Directors in determining the reasonableness of the proposed management fees. The Directors considered the written evaluation in determining whether to continue the Advisory Agreements.
Fees Relative to Investment Manager’s Other Clients
The Directors received and considered information about the nature and extent of investment advisory services and fee rates offered to other clients of the Investment Manager, including institutional separate accounts and/or fundssub-advised by the Investment Manager, for investment management styles substantially similar to that of the Fund. The Directors considered the complexity of investment
21
J.P. Morgan Access Multi-Strategy Fund, L.L.C.
Board Approval of Investment Advisory Agreement (Unaudited) (continued)
management for registered funds relative to the Investment Manager’s other clients and noted differences in the regulatory, legal and other risks and responsibilities of providing services to the different clients. The Directors considered that serving as an adviser to a registered fund involves greater responsibilities and risks than acting as asub-adviser and observed thatsub-advisory fees may be lower than those charged by the Investment Manager to the Fund. The Directors also noted that the adviser, not the fund, pays thesub-advisory fee and that many responsibilities related to the advisory function are retained by the primary adviser. The Directors concluded that the fee rates charged to the Fund in comparison to those charged to the Investment Manager’s other clients were reasonable.
Investment Performance
The Directors received and considered absolute and/or relative performance information for the Fund in a report prepared by Broadridge/Lipper. The Directors considered the total return performance information, which included the ranking of the Fund within a performance universe made up of funds with the same Broadridge/Lipper investment classification and objective (the “Universe”), as well as a subset of funds within the Universe (the “Peer Group”), by total return for applicableone-, three-and five-year periods. The Directors reviewed a description of Broadridge/Lipper’s methodology for selecting funds in the Fund’s Universe and Peer Group and noted that Universe and Peer Group rankings were not calculated if the number of funds in the Universe and/or Peer Group did not meet a predetermined minimum. As part of this review, the Directors also reviewed the Fund’s performance against its benchmark and considered the performance information provided for the Fund at regular Board meetings by the Investment Manager,Sub-Advisor, and/or independent consultant, and also considered the special analysis prepared by the Directors’ independent consultant. The Directors also engaged with the Investment Manager to consider what steps might be taken to improve performance, as applicable. The Broadridge/Lipper performance data noted by the Directors as part of their review and the determinations made by the Directors with respect to the Fund’s performance are summarized below:
The Directors noted that, based upon the Universe, the Fund’s performance was in the third, fourth and fifth quintiles for theone-, three-, and five-year periods ended December 31, 2018, respectively. The Directors discussed the performance and investment strategy of the Fund with the Investment Manager and/orSub-Advisor, and reviewed the performance analysis and evaluation prepared by the independent consultant. Based upon these discussions and various other factors, the Directors concluded that the Fund’s performance was satisfactory under the circumstances. The Directors requested, however, that the Investment Manager and/orSub-Advisor provide additional Fund performance information to be reviewed with the members of the Board’s money market and alternative products committee at each of its regularly scheduled meetings over the course of the next year.
Advisory Fees and Expense Ratios
The Directors considered the contractual advisory fee rate and administration fee rate paid by the Fund to the Investment Manager and compared the combined rate to the information prepared by Broadridge/Lipper concerning management fee rates paid by other funds in the same Broadridge/Lipper category as the Fund. The Directors also considered the fees paid by the Investment Manager to theSub-Advisor out of the advisory fee. The Directors recognized that Broadridge/Lipper reported the Fund’s management fee rate as the combined contractual advisory fee and administration fee rates. The Directors also reviewed information about other expenses and the expense ratios for the Fund and noted that Universe and Peer Group rankings were not calculated if the number of funds in the Universe and/or Peer Groups did not meet a predetermined minimum. The Directors considered the Fee Caps currently in place for the Fund, the net advisory fee rate and net expenses ratio after taking into account any waivers and/or reimbursements. The Directors also consider any proposed changes to a Fee Cap, where deemed appropriate by the Directors, additional waivers and/or reimbursements. The Directors also considered
22
J.P. Morgan Access Multi-Strategy Fund, L.L.C.
Board Approval of Investment Advisory Agreement (Unaudited) (continued)
the fees paid by the Investment Manager to theSub-Advisor out of the advisory fee. The Directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds. The Directors’ determinations as a result of the review of the Fund’s advisory fee and expense ratio are summarized below:
The Directors noted that the Fund’s net advisory fee was in the third and fourth quintiles based upon the Peer Group and Universe, respectively, and that the actual total expenses were in the fourth and third quintiles based upon the Peer Group and Universe, respectively. After considering the factors identified above, in light of this information, the Directors concluded that the advisory fee paid by the Fund to the Investment Manager and by the Investment Manager to theSub-Advisor was satisfactory in light of the services provided to the Fund.
23
J.P. Morgan Access Multi-Strategy Fund, L.L.C.
The Fund files a complete schedule of its fund holdings for the first and third quarters of its fiscal year with the SEC on FormN-PORT. Prior to March 31, 2019, the Fund filed a complete schedule of its fund holdings for the first and third quarters of its fiscal year with the SEC on FormN-Q. The Fund’s FormN-PORT and FormN-Q are available on the SEC’s website athttp://www.sec.gov.
A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities, as well as information relating to how the Fund voted proxies relating to portfolio securities during the most recent12-month period ended June 30, is available without charge, upon request, by calling1-212-648-1953, and (ii) on the Commission’s website athttp://www.sec.gov.
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Item 2. Code of Ethics.
Not applicable.
Item 3. Audit Committee Financial Expert.
Not applicable.
Item 4. Principal Accountant Fees and Services.
Not applicable.
Item 5. Audit Committee of Listed Registrants.
Not applicable.
Item 6. Investments.
(a) | Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1 of this form. |
Item 7. Disclosure of Proxy Voting Policies and Procedures forClosed-End Management Investment Companies.
Not applicable.
Item 8. Portfolio Managers ofClosed-End Management Investment Companies.
There has been no change, as of the date of this filing, in any of the portfolio managers identified in response to paragraph (a)(1) of this Item in the registrant’s most recently filed annual report on FormN-CSR.
Item 9. Purchases of Equity Securities byClosed-End Management Investment Company and Affiliated Purchasers.
Not applicable.
Item 10. Submission of Matters to a Vote of Security Holders.
There have been no material changes to the procedures by which the shareholders may recommend nominees to the registrant’s board of directors, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of RegulationS-K (17 CFR 229.407) (as required by Item 22(b)(15) of Schedule 14A (17 CFR240.14a-101)), or this Item.
Item 11. Controls and Procedures.
| (a) | The registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”) (17 CFR270.30a-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 Rule30a-3(b) under the 1940 Act (17 CFR270.30a-3(b)) and Rules13a-15(b) or15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR240.13a-15(b) or240.15d-15(b)). |
| (b) | There were no changes in the registrant’s internal control over financial reporting (as defined in Rule30a-3(d) under the 1940 Act (17 CFR270.30a-3(d)) that occurred during the registrant’s last fiscal quarter 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 forClosed-End Management Investment Companies.
Not applicable.
Item 13. Exhibits.
| | |
(a)(1) | | Not applicable. |
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(a)(2) | | Certifications pursuant to Rule30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto. |
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(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.
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(Registrant) J.P. Morgan Access Multi-Strategy Fund, L.L.C. |
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By (Signature and Title)* /s/ Brian S. Shlissel |
Brian S. Shlissel, |
Principal Executive Officer |
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Date December 6, 2019 |
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.
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By (Signature and Title)* /s/ Brian S. Shlissel |
Brian S. Shlissel, |
Principal Executive Officer |
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Date December 6, 2019 |
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By (Signature and Title)* /s/ Timothy J. Clemens |
Timothy J. Clemens, |
Principal Financial Officer |
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Date December 6, 2019 |
* Print the name and title of each signing officer under his or her signature.