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 811-21630
Alpha Core Strategies Fund
(Exact name of registrant as specified in charter)
50 South LaSalle Street
Chicago, IL 60603
(Address of principal executive offices) (Zip code)
Robert P. Morgan
President and Principal Executive Officer
Alpha Core Strategies Fund
50 South LaSalle Street
Chicago, IL 60603
(Name and address of agent for service)
Registrant’s telephone number, including area code: (312)630-6000
Date of fiscal year end: March 31
Date of reporting period: September 30, 2019
Item 1. Reports to Stockholders.
The Report to Shareholders is attached herewith.
ALPHA CORE STRATEGIES FUND
TABLE OF CONTENTS
| | | | |
| | 2 | | STATEMENT OF ASSETS AND LIABILITIES |
| | |
| | 3 | | SCHEDULE OF INVESTMENTS |
| | |
| | 5 | | STATEMENT OF OPERATIONS |
| | |
| | 6 | | STATEMENTS OF CHANGES IN NET ASSETS |
| | |
| | 7 | | STATEMENT OF CASH FLOWS |
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| | 8 | | FINANCIAL HIGHLIGHTS |
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| | 9 | | NOTES TO THE FINANCIAL STATEMENTS |
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| | 13 | | FOR MORE INFORMATION |
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NOT FDIC INSURED | | | | |
May lose value/No bank guarantee | | | | |
SEMIANNUAL REPORT1ALPHA CORE STRATEGIES FUND
ALPHA CORE STRATEGIES FUND
| | |
STATEMENT OF ASSETS AND LIABILITIES | | SEPTEMBER 30, 2019 (UNAUDITED) |
| | | | |
Rounded to thousands, except per unit data | | | |
ASSETS: | | | | |
Investments inSub-Funds, at fair value (Cost $614,475,000) | | $ | 685,162,000 | |
Cash and cash equivalents | | | 1,501,000 | |
Deposits on pending investments inSub-Funds | | | 45,400,000 | |
Receivables for investments inSub-Funds sold | | | 39,153,000 | |
Receivable for dividends on cash equivalents | | | 89,000 | |
Receivable from Investment Manager | | | 3,000 | |
Prepaid and other assets | | | 3,000 | |
Total Assets | | | 771,311,000 | |
| | | | |
LIABILITIES: | | | | |
Payable for fund units redeemed | | | 13,636,000 | |
Payable to affiliate: | | | | |
Investment management fees | | | 1,889,000 | |
Trustees fees and expenses | | | 7,000 | |
Borrowings payable | | | 16,100,000 | |
Other accrued liabilities | | | 504,000 | |
Total Liabilities | | | 32,136,000 | |
| | | | |
Net Assets | | $ | 739,175,000 | |
| | | | |
ANALYSIS OF NET ASSETS: | | | | |
Net Capital | | $ | 531,179,000 | |
Distributable earnings | | | 207,996,000 | |
Net Assets | | $ | 739,175,000 | |
| | | | |
Units Outstanding (unlimited authorization) | | | 42,288,000 | |
Net Asset Value, Per Unit | | $ | 17.48 | |
| | | | |
See Notes to the Financial Statements.
ALPHA CORE STRATEGIES FUND2 SEMIANNUAL REPORT
ALPHA CORE STRATEGIES FUND
| | |
SCHEDULE OF INVESTMENTS | | SEPTEMBER 30, 2019 (UNAUDITED) |
| | | | |
| | VALUE (ROUNDED TO THOUSANDS) | |
SUB-FUNDS – 92.7% | | | | |
Credit/Distressed – 16.1% (Cost $112,173,000) | | | | |
Diameter Onshore Fund LP | | $ | 33,255,000 | |
Knighthead Domestic Fund, L.P. | | | 5,337,000 | |
Lodbrok European Credit Opportunities Fund Limited | | | 24,032,000 | |
Nut Tree Offshore Fund, Ltd. | | | 34,804,000 | |
Wasserstein Debt Opportunities Fund, LP | | | 21,744,000 | |
| | | | |
| | | 119,172,000 | |
| | | | |
Global Macro – 9.0% (Cost $66,369,000) | | | | |
Amia Capital Macro Fund Limited | | | 21,436,000 | |
Autonomy Global Macro Fund, L.P. Institutional Series | | | 24,871,000 | |
Gemsstock Fund | | | 19,739,000 | |
| | | | |
| | | 66,046,000 | |
| | | | |
Non-U.S. Equity Hedge – 17.4% (Cost $113,594,000) | |
Anatole Partners Ltd. | | | 20,797,000 | |
BlackRock Emerging Frontiers Fund Ltd | | | 22,252,000 | |
Hermitage Global Partners LP* | | | 43,000 | |
Pelham Long/Short Fund LP | | | 20,599,000 | |
Pelham Long/Short Small Cap Fund LP | | | 6,877,000 | |
Tower House Fund Limited | | | 18,222,000 | |
Yiheng Capital Partners, L.P. | | | 20,048,000 | |
Zebedee Core Fund Limited | | | 19,717,000 | |
| | | | |
| | | 128,555,000 | |
| | | | |
Opportunistic – 2.6% (Cost $16,942,000) | | | | |
FourWorld Special Opportunities Fund, LLC Class B | | | 252,000 | |
FourWorld Special Opportunities Fund, LLC Class J | | | 3,674,000 | |
Muirfield GSE Partners, LP | | | 5,468,000 | |
X2Opportunistic Debt Fund, LLC | | | 10,077,000 | |
| | | | |
| | | 19,471,000 | |
| | | | |
Relative Value Multi-Strategy – 14.7% (Cost $99,854,000) | | | | |
Frere Hall Fund | | | 25,481,000 | |
Investcorp Interlachen Multi-Strategy Fund, LLC* | | | 2,000 | |
Old Orchard Credit Fund, Ltd. | | | 30,694,000 | |
Opti Opportunity Fund, LP | | | 25,219,000 | |
Varadero Partners, L.P. | | | 27,100,000 | |
| | | | |
| | | 108,496,000 | |
| | | | |
| | | | | | | | |
| | | | | VALUE (ROUNDED TO THOUSANDS) | |
SUB-FUNDS – 92.7% continued | | | | | |
Sector Hedge – 7.6% (Cost $50,960,000) | | | | | |
Asturias Fund LP | | | | | | $ | 16,354,000 | |
Camber Capital Fund L.P. | | | | | | | 21,949,000 | |
PFM Healthcare Fund, L.P. | | | | | | | 18,028,000 | |
| | | | | | | | |
| | | | | | | 56,331,000 | |
| | | | | | | | |
Special Situations – 15.3% (Cost $100,416,000) | | | | | |
Everett Opportunities Fund Limited | | | | | | | 26,594,000 | |
HG Vora Special Opportunities Fund LP | | | | | | | 30,741,000 | |
Pentwater Merger Arbitrage Fund Ltd. | | | | | | | 27,409,000 | |
Sand Grove Opportunities Fund Ltd | | | | | | | 28,292,000 | |
| | | | | | | | |
| | | | | | | 113,036,000 | |
| | | | | | | | |
U.S. Equity Hedge – 10.0% (Cost $54,167,000) | | | | | |
BBCM Offshore Fund Ltd. | | | | | | | 26,010,000 | |
Harvest Small Cap Partners Qualified, L.P. | | | | | | | 3,981,000 | |
Harvest Small Cap Partners, L.P. | | | | | | | 12,969,000 | |
TPG Public EquityPartners-A, L.P. Class A | | | | | | | 20,013,000 | |
TPG Public EquityPartners-A, L.P. Class B | | | | | | | 11,082,000 | |
| | | | | | | | |
| | | | | | | 74,055,000 | |
| | | | | | | | |
Total Investments InSub-Funds (Cost $614,475,000) | | | $ | 685,162,000 | |
| | | | | | | | |
| | |
| | NUMBER OF SHARES | | | VALUE (ROUNDED TO THOUSANDS) | |
CASH EQUIVALENT – 0.2% | | | | | |
Goldman Sachs Financial Square Government Fund Institutional Shares 1.84%(1) | | | 1,501,000 | | | $ | 1,501,000 | |
| | | | | | | | |
Total Cash Equivalent (Cost $1,501,000) | | | | | | $ | 1,501,000 | |
| | | | | | | | |
TOTAL INVESTMENTS – 92.9% (Cost $615,976,000) | | | $ | 686,663,000 | |
| | | | | | | | |
Other Assets less Liabilities – 7.1% | | | | 52,512,000 | |
NET ASSETS - 100.0% | | | | | | $ | 739,175,000 | |
(1) | 7-day simple yield as of September 30, 2019 is disclosed. |
See Notes to the Financial Statements.
SEMIANNUAL REPORT3 ALPHA CORE STRATEGIES FUND
ALPHA CORE STRATEGIES FUND
| | |
SCHEDULE OF INVESTMENTS continued | | SEPTEMBER 30, 2019 (UNAUDITED) |
* | During the current year, all of the underlying investments’ value in theseSub-Funds were held in a side-pocket arrangement. The Fund will not be able to redeem such value from any particular underlying investment until such amount is released from its respective side-pocket arrangement. In the aggregate, approximately 0.01% of the Fund’s net assets are in side-pocket arrangements. The Fund is not able to estimate the timing of receipt of such amounts. |
Percentages shown are based on net assets.
Sub-Fund investments arenon-income producing.
At September 30, 2019, the investment strategies ofSub-Funds as a percentage of the Fund’s net assets were as follows:
| | | | |
STRATEGY WEIGHTINGS | | PERCENTAGE | |
Credit/Distressed | | | 16.1 | % |
Global Macro | | | 9.0 | |
Non-U.S. Equity Hedge | | | 17.4 | |
Opportunistic | | | 2.6 | |
Relative Value Multi-Strategy | | | 14.7 | |
Sector Hedge | | | 7.6 | |
Special Situations | | | 15.3 | |
U.S. Equity Hedge | | | 10.0 | |
Cash Equivalent and Other Assets less Liabilities | | | 7.3 | |
| | | | |
Total | | | 100.0 | % |
| | | | |
At September 30, 2019, the Fund’sSub-Funds investments were domiciled as follows:
| | | | | | | | |
COUNTRIES | | COST | | | VALUE | |
Cayman Islands - 46.7% | | $ | 323,267,000 | | | $ | 345,479,000 | |
United States - 46.0% | | | 291,208,000 | | | | 339,683,000 | |
| | | | | | | | |
Total | | $ | 614,475,000 | | | $ | 685,162,000 | |
| | | | | | | | |
Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in three levels listed below:
Level 1 - Unadjusted quoted market prices in active markets for identical investments on the measurement date and on an ongoing basis.
Level 2 - Other observable inputs (e.g., quoted prices in active markets for similar securities, securities valuations based on commonly quoted benchmark interest rates and yield curves, maturities, ratings and/or securities indices).
Level 3 - Significant unobservable inputs (e.g., information about assumptions, including risk, market participants would use in pricing a security).
The inputs or methodologies used for valuing securities are not necessarily an indication of the risk associated with investing in those securities and other financial instruments, if any. The Fund’s investment in the Goldman Sachs Financial Square Government Fund is valued at its net asset value. All otherSub-Funds’ values were measured using the net asset value per share (or its equivalent) practical expedient and have not been classified in the fair value hierarchy. See Note 7 in the Notes to the Financial Statements for further risk and liquidity information of the Fund’s underlying investments by major category.
The Fund is not able to obtain complete investment holdings details on each of theSub-Funds held within the Fund’s portfolio in order to determine whether the Fund’s proportional share of any investments held by theSub-Funds exceeds 5% of the net assets of the Fund as of September 30, 2019.
See Notes to the Financial Statements.
ALPHA CORE STRATEGIES FUND4 SEMIANNUAL REPORT
ALPHA CORE STRATEGIES FUND
| | |
STATEMENT OF OPERATIONS | | FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2019 (UNAUDITED) |
| | | | |
Rounded to thousands | | | |
INVESTMENT INCOME: | | | | |
Dividend income | | $ | 321,000 | |
Total Investment Income | | | 321,000 | |
| | | | |
EXPENSES: | | | | |
Investment management fees | | | 3,820,000 | |
Administration fees and expenses | | | 200,000 | |
Custody and accounting fees | | | 88,000 | |
Registration fees | | | 5,000 | |
Audit and tax fees | | | 108,000 | |
Insurance | | | 76,000 | |
Legal fees | | | 140,000 | |
Printing | | | 15,000 | |
Trustee fees and expenses | | | 122,000 | |
Commitment fees | | | 151,000 | |
Interest expense | | | 10,000 | |
Other | | | 83,000 | |
| | | | |
Total Expenses | | | 4,818,000 | |
Less expenses reimbursed by investment manager | | | (3,000 | ) |
Total Net Expenses | | | 4,815,000 | |
| | | | |
Net Investment Loss | | | (4,494,000 | ) |
| | | | |
NET REALIZED AND CHANGE IN UNREALIZED GAIN (LOSS) ON INVESTMENTS: | | | | |
Net realized gain on investments | | | 17,518,000 | |
Net change in unrealized appreciation on investments | | | (7,949,000 | ) |
Net Gain on Investments | | | 9,569,000 | |
| | | | |
Net Increase in Net Assets Resulting from Operations | | $ | 5,075,000 | |
| | | | |
See Notes to the Financial Statements.
SEMIANNUAL REPORT5 ALPHA CORE STRATEGIES FUND
ALPHA CORE STRATEGIES FUND
| | |
STATEMENTS OF CHANGES IN NET ASSETS | | |
| | | | | | | | |
Rounded to thousands | | SIX MONTHS ENDED SEPTEMBER 30, 2019 (UNAUDITED) | | | FISCAL YEAR ENDED MARCH 31, 2019 | |
OPERATIONS: | | | | | | | | |
Net investment loss | | $ | (4,494,000 | ) | | $ | (11,116,000 | ) |
Net realized gain on investments | | | 17,518,000 | | | | 24,919,000 | |
Net change in unrealized appreciation on investments | | | (7,949,000 | ) | | | (32,679,000 | ) |
Net Increase (Decrease) in Net Assets Resulting from Operations | | | 5,075,000 | | | | (18,876,000 | ) |
| | | | | | | | |
UNIT TRANSACTIONS: | | | | | | | | |
Capital Subscriptions (217,000 and 3,363,000 Units, respectively) | | | 3,786,000 | | | | 59,230,000 | |
Capital Redemptions (2,168,000 and 9,169,000 Units, respectively) | | | (38,080,000 | ) | | | (157,968,000 | ) |
Net Decrease in Net Assets Resulting from Capital Transactions | | | (34,294,000 | ) | | | (98,738,000 | ) |
| | | | | | | | |
Total Decrease in Net Assets | | | (29,219,000 | ) | | | (117,614,000 | ) |
NET ASSETS: | | | | | | | | |
Beginning of Period (44,239,000 Units) | | | 768,394,000 | | | | 886,008,000 | |
End of Period (42,288,000 Units) | | $ | 739,175,000 | | | $ | 768,394,000 | |
| | | | | | | | |
See Notes to the Financial Statements.
ALPHA CORE STRATEGIES FUND6 SEMIANNUAL REPORT
ALPHA CORE STRATEGIES FUND
| | |
STATEMENT OF CASH FLOWS | | FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2019 (UNAUDITED) |
| | | | |
(Rounded to thousands) | | | |
CASH FLOWS FROM OPERATING ACTIVITIES | | | | |
Net decrease in net assets from operations | | $ | 5,075,000 | |
Adjustments to reconcile net increase in net assets from operations to net cash flow provided by operating activities: | | | | |
Purchases ofSub-Funds | | | (63,675,000 | ) |
Proceeds from disposition ofSub-Funds | | | 123,420,000 | |
Net realized gain on investments | | | (17,518,000 | ) |
Net change in unrealized appreciation on investments | | | 7,949,000 | |
Changes in operating assets and liabilities: | | | | |
Increase in receivable for dividends | | | (57,000 | ) |
Increase in receivable from Investment Manager | | | (3,000 | ) |
Decrease in prepaid and other assets | | | 75,000 | |
Decrease in investment management fees payable | | | (132,000 | ) |
Decrease in administration fees and expenses payable | | | (72,000 | ) |
Decrease in custody and accounting fees | | | (12,000 | ) |
Decrease in transfer agent fees payable | | | (7,000 | ) |
Increase in trustees fees and expenses payable | | | 4,000 | |
Increase in other accrued liabilities | | | 72,000 | |
Net cash flow provided by operating activities | | | 55,119,000 | |
| | | | |
CASH FLOWS FROM FINANCING ACTIVITIES | | | | |
Capital subscriptions | | | 3,592,000 | |
Capital redemptions | | | (92,303,000 | ) |
Borrowings on line of credit | | | 17,300,000 | |
Repayments on line of credit | | | (1,200,000 | ) |
Net cash flow used in financing activities | | | (72,611,000 | ) |
| | | | |
NET DECREASE IN CASH AND CASH EQUIVALENTS | | | (17,492,000 | ) |
Cash and Cash Equivalents–Beginning of Period | | | 18,993,000 | |
Cash and Cash Equivalents–End of Period | | $ | 1,501,000 | |
| | | | |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | | | | |
Interest paid | | $ | 2,000 | |
| | | | |
See Notes to the Financial Statements.
SEMIANNUAL REPORT7 ALPHA CORE STRATEGIES FUND
ALPHA CORE STRATEGIES FUND
| | | | | | | | | | | | | | | | | | | | | | | | |
Selected per unit data | | SIX MONTHS ENDED SEPTEMBER 30, 2019 (UNAUDITED) | | | YEAR ENDED MARCH 31, 2019 | | | YEAR ENDED MARCH 31, 2018 | | | YEAR ENDED MARCH 31, 2017 | | | YEAR ENDED MARCH 31, 2016 | | | YEAR ENDED MARCH 31, 2015 | |
Net Asset Value, Beginning of Period | | $ | 17.37 | | | $ | 17.70 | | | $ | 17.07 | | | $ | 15.54 | | | $ | 16.25 | | | $ | 15.22 | |
INCOME (LOSS) FROM INVESTMENT OPERATIONS: | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment loss(1) | | | (0.10 | ) | | | (0.22 | ) | | | (0.22 | ) | | | (0.21 | ) | | | (0.21 | ) | | | (0.21 | ) |
Net realized and change in unrealized gains (losses) | | | 0.21 | | | | (0.11 | ) | | | 0.85 | | | | 1.74 | | | | (0.50 | ) | | | 1.24 | |
Total from Investment Operations | | | 0.11 | | | | (0.33 | ) | | | 0.63 | | | | 1.53 | | | | (0.71 | ) | | | 1.03 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net Asset Value, End of Period | | $ | 17.48 | | | $ | 17.37 | | | $ | 17.70 | | | $ | 17.07 | | | $ | 15.54 | | | $ | 16.25 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total Return(2) | | | 0.63 | % | | | (1.86 | )% | | | 3.69 | % | | | 9.85 | % | | | (4.37 | )% | | | 6.77 | % |
SUPPLEMENTAL DATA AND RATIOS: | | | | | | | | | | | | | | | | | | | | | | | | |
Net Assets, rounded to thousands, end of period | | $ | 739,175,000 | | | $ | 768,394,000 | | | $ | 886,008,000 | | | $ | 840,739,000 | | | $ | 718,274,000 | | | $ | 569,241,000 | |
Ratio to average net assets of:(3) | | | | | | | | | | | | | | | | | | | | | | | | |
Expenses, net of waivers and reimbursements(4),(5), (6) | | | 1.27 | % | | | 1.29 | % | | | 1.28 | % | | | 1.26 | % | | | 1.30 | % | | | 1.37 | % |
Expenses, before waivers and reimbursements(5),(6) | | | 1.27 | % | | | 1.29 | % | | | 1.28 | % | | | 1.26 | % | | | 1.30 | % | | | 1.37 | % |
Net investment loss, net of waivers and reimbursements(4) | | | (1.18 | )% | | | (1.27 | )% | | | (1.27 | )% | | | (1.26 | )% | | | (1.30 | )% | | | (1.37 | )% |
Net investment loss, before waivers and reimbursements | | | (1.18 | )% | | | (1.27 | )% | | | (1.27 | )% | | | (1.26 | )% | | | (1.30 | )% | | | (1.37 | )% |
Portfolio Turnover Rate(7) | | | 3.02 | % | | | 30.46 | % | | | 40.20 | % | | | 17.02 | % | | | 11.65 | % | | | 15.33 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
(1) | Per unit information is calculated using the average units outstanding method. |
(2) | Assumes investment at net asset value at the beginning of the period and a complete redemption of the investment at net asset value at the end of the period. An investor’s return may vary from these returns based on the timing of capital transactions. Total return is not annualized for periods less than one year. |
(3) | Annualized for periods less than one year. |
(4) | The net expense and net investment loss ratios include an additional reimbursement on advisory fees incurred in connection with the investment of uninvested cash in an affiliated money market fund of approximately $3,000, $4,000, $17,000, $10,000, $7,000 and $1,000, which represent less than 0.01 percent of average net assets for the six months ended September 30, 2019 and the fiscal years ended March 31, 2019, 2018, 2017, 2016 and 2015, respectively. Absent the additional reimbursement, expense reimbursement would have been decreased and net investment loss and net expenses increased by a corresponding amount. |
(5) | The expense ratios include interest expense of approximately $10,000, $259,000, $245,000, $28,000, $39,000 and $19,000, which represent approximately 0.00, 0.03, 0.03, 0.00, 0.01 and 0.00 percent of average net assets for the six months ended September 30, 2019 and the fiscal years ended March 31, 2019, 2018, 2017, 2016 and 2015, respectively. |
(6) | The computation of such ratios based on the amount of expenses assessed to an investor’s capital may vary from these ratios based on the timing of capital transactions. These ratios do not include the expenses of theSub-Funds. |
(7) | Portfolio turnover rate includes initial and additional investments inSub-Funds, as well as partial and full withdrawals fromSub-Funds. |
See Notes to the Financial Statements.
ALPHA CORE STRATEGIES FUND8 SEMIANNUAL REPORT
ALPHA CORE STRATEGIES FUND
| | |
NOTES TO THE FINANCIAL STATEMENTS | | SEPTEMBER 30, 2019 (UNAUDITED) |
1. ORGANIZATION
Alpha Core Strategies Fund (the “Fund”) is a Delaware statutory trust and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as aclosed-end, diversified management investment company. The Fund’s investment objective is to achieve attractive risk-adjusted rates of return through investment in a diversified portfolio of assets. The Fund operates as a“Fund-of-Funds” investing, either directly or indirectly, in a group of funds or other pooled investment vehicles (the“Sub-Funds”) managed by investment advisers selected by the Fund’s investment manager. The Fund seeks to provide investors with exposure to alternative investment strategies by investing in diversified markets and instruments.
U.S. investors may invest directly in the Fund. U.S.tax-exempt investors andnon-U.S. investors may not invest directly in the Fund, but rather invest in one of the two following “Feeder Funds,” both of which invest substantially all of their assets in the Fund: (1) Alpha Core Strategies Feeder Fund, Q.P., which is open to U.S.tax-exempt investors andnon-U.S. investors that are both Accredited Investors and Qualified Purchasers (as such terms are defined in Regulation D under the Securities Act of 1933, as amended and Section 2(a)(51) of the 1940 Act, respectively) or (2) Alpha Core Strategies Feeder Fund, which is open to U.S.tax-exempt investors andnon-U.S. investors that are Accredited Investors, but not Qualified Purchasers.
50 South Capital Advisors, LLC (“50 South”) serves as the Fund’s investment manager. 50 South is a wholly owned direct subsidiary of Northern Trust Corporation (“NTC”), and is registered with the U.S. Securities and Exchange Commission as an investment adviser.
The Bank of New York Mellon (“BNYM”) is the Fund’s fund accountant, transfer agent, administrator and custodian.
Northern Trust Securities, Inc. (“NTSI”), a subsidiary of NTC, serves as the placement agent for the Fund.
2. SIGNIFICANT ACCOUNTING POLICIES
The Fund, which is defined as a diversifiedclosed-end management investment company in Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”)2013-08, follows accounting and reporting guidance under FASB Accounting Standards Codification (“ASC”) Topic 946, “Financial Services – Investment Companies”.
The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements. These policies are in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of financial statements in accordance with U.S. 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 income and expenses during the reporting period. Actual results may differ from those estimates.
A) VALUATION OF SECURITIESInvestments inSub-Funds are valued at fair value, as determined by 50 South, pursuant to delegation from the Board of Trustees of the Fund (the “Board”). The Board has delegated the responsibility of determining the valuation of the Fund’sSub-Funds to the 50 South Pricing Committee for the Funds (the “Pricing Committee”), subject to oversight by the Board. The Pricing Committee consists of representatives from 50 South and Northern Trust Investments, Inc., (“NTI”) as recommended to, and approved by, the Board.
In determining themonth-end fair value of each investment in aSub-Fund, the Pricing Committee considers the estimated net asset value (“NAV”) of suchSub-Fund provided to the Fund by theSub-Fund, or its equivalent, such as ownership interest in partners’ capital or members’ capital of theSub-Fund as of the reporting date as a practical expedient for fair value, as well as any other considerations identified that may increase or decrease such estimated fair value. In addition, eachSub-Fund’s NAV is monitored for conformity with U.S. GAAP through monthly reviews of the values of the underlying investments held by eachSub-Fund (when theSub-Fund’s underlying investments are identified to the Pricing Committee, either directly or through a third-party pricing vendor), through operational due diligence performed prior to investing in aSub-Fund and continually through the review of eachSub-Fund’s audited financial statements. If aSub-Fund’s NAV is not available or aSub-Fund’s NAV is determined not to be reasonable based on the Pricing Committee’s evaluation, the Pricing Committee will make the final determination of the fair value of aSub-Fund. In making its determination, the Pricing Committee is authorized to consider factors that it deems appropriate to the determination of the fair value of theSub-Fund. Such factors may include, but are not limited to, the following: changes in the equity and fixed income markets; type ofSub-Fund (i.e., strategy); current financial position of theSub-Fund; cost of the investment; and news events. Accordingly, because of the inherent uncertainty of these valuations, these estimated fair values may differ significantly from the values that could have been used had a readily available market for the investments existed, and the differences could be material.
50 South continually monitors markets and the investment managers of theSub-Funds. 50 South is responsible for notifying the Pricing Committee if the markets and/or aSub-Fund’s manager’s circumstances relevant to the valuation of the fair valuedSub-Fund change materially.
The Fund’s cash equivalent investment, which is comprised of an investment in Goldman Sachs Financial Square Government Fund, an open-ended investment company, is valued at its NAV.
SEMIANNUAL REPORT9 ALPHA CORE STRATEGIES FUND
ALPHA CORE STRATEGIES FUND
| | |
NOTES TO THE FINANCIAL STATEMENTS continued | | |
B) CASH AND CASH EQUIVALENTSThe Fund treats all financial instruments with original maturities of three months or less as cash equivalents. Cash and cash equivalents held in the Fund are shown on the accompanying Schedule of Investments.
C) INVESTMENT TRANSACTIONS, INCOME AND EXPENSES Investment transactions are recorded as of the trade date. The Fund determines the gain or loss realized from investment transactions by using an identified cost basis method. Interest income and expenses are recognized on an accrual basis. The Fund does not currently intend to make any income and capital gain distributions.
D) FEES AND EXPENSESThe Fund is responsible for paying administrative and operating expenses. In addition, the Fund is generally responsible for paying the operating expenses, except for certain administrative services, of the Feeder Funds.
The Fund is also responsible for fees payable by theSub-Funds to their respective advisers (collectively, the “Advisory Fees”) in proportion to the Fund’s investments in theSub-Funds. The Advisory Fees will vary, but they will typically consist of a management (asset-based) fee and an incentive fee. Management fees typically range between 1% and 2% of aSub-Fund’s net asset value per year, and incentive fees range between 10% and 35% of theSub-Fund’s net new profits. These Advisory Fees are accounted for in the valuations of theSub-Funds (which are reported in these financial statements net of such fees) and are not included in the Statement of Operations.
E) FEDERAL INCOME TAXESThe Fund operates, 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 unitholder is individually required to report on its own tax return its distributive share of the Fund’s taxable income or loss.
As of March 31, 2019, the Fund did not have uncertain tax positions that would require financial statement recognition or disclosure. The Fund’s federal tax returns filed for the prior three fiscal years remain subject to examination by the Internal Revenue Service.
3. RELATED PARTY, INVESTMENT
MANAGEMENT AND OTHER AGREEMENTS
As compensation for investment management services, 50 South is entitled to receive a 1.00% per annum fee of the Fund’s NAV, payable quarterly in arrears, calculated as of the last business day of each month. 50 South has agreed to reimburse the Fund for all operating expenses, exclusive of management, administration, custody, transfer agent fees, interest expense andSub-Fund fees and expenses, that exceed 0.50% per annum of the Fund’s NAV. Pursuant to the expense limitation agreement, amounts reimbursed by 50 South are subject to possible recoupment from the Fund in the fiscal year after the year in which such amount was reimbursed if such recoupment can be achieved without
exceeding the applicable cap. There was no reimbursement of expenses for the six months ended September 30, 2019, as expenses described above did not exceed the threshold. Furthermore, for the six months ended September 30, 2019, no amounts reimbursed in the prior year were recouped from the Fund.
The Fund, along with other affiliated investment companies (the “Funds”), entered into an administration agreement with BNYM for certain administrative services, including transfer agent services. Pursuant to the administration agreement with the Funds, BNYM, as administrator and transfer agent, is entitled to receive a 0.045% per annum fee of the aggregate Funds’ NAV up to $1 billion and 0.040% per annum of the aggregate Funds’ NAV in excess of $1 billion (with an annual minimum fee of $300,000), payable monthly in arrears, calculated as of the last business day of each month.
The Fund also entered into a custody agreement with BNYM. Pursuant to the custody agreement with the Fund, BNYM receives an annual fee based on the amount of assets under custody plus transaction charges.
50 South has agreed to reimburse the Fund for all administration, custody and transfer agent fees that exceed 0.30% per annum of the Fund’s NAV. Pursuant to the expense limitation agreement, amounts reimbursed by 50 South are subject to possible recoupment from the Fund in the fiscal year after the year in which such amount was reimbursed if such recoupment can be achieved without exceeding the applicable cap. There was no reimbursement of expenses for the six months ended September 30, 2019, as expenses described above did not exceed the threshold. Furthermore, for the six months ended September 30, 2019, no amounts reimbursed in the prior year were recouped from the Fund.
NTSI may solicit subscriptions for Common Units (as defined below) on a “best efforts” basis. The Fund does not pay a placement fee to NTSI and common unitholders do not pay any sales charges or servicing fees.
As of September 30, 2019, 50 South’s investment in the Fund was approximately $17,000 (less than 1% of net assets).
4. CAPITAL TRANSACTIONS
The Fund offers common interests (“Common Units”) in a private placement to qualified investors that are Accredited Investors. Common Units are offered monthly. The minimum subscription per investor is $50,000, subject to waiver or modification by 50 South in its sole discretion. Subscriptions are payable in full at the time an investor returns a completed subscription agreement, which must be at least three business days before themonth-end valuation. The NAV of the Fund is equal to the estimated value of its total assets, minus the estimated sum of its total liabilities, as of the pertinent valuation date. Although
ALPHA CORE STRATEGIES FUND10 SEMIANNUAL REPORT
ALPHA CORE STRATEGIES FUND
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| | SEPTEMBER 30, 2019 (UNAUDITED) |
common unitholders will not have the right to redeem their Common Units, at the discretion of the Board, and subject to its overall fiduciary duties to all unitholders, the Board intends to make quarterly tender offers for its Common Units at the NAV as of the applicable tender date. The minimum amount of Common Units that may be tendered is equal to $100,000. Should a Common Unitholder choose to tender their units, such tender must be in writing and must be received by the Fund, as set forth in the notice of such tender offer, within approximately 20 business days from the commencement of such quarterly tender offer. The Fund is authorized to issue preferred units, although none have been offered as of September 30, 2019.
5. INVESTMENT TRANSACTIONS
The Fund had aggregate purchases of $22,275,000 and proceeds from sales ofSub-Funds of $101,268,000 (excluding short-term investments) for the six months ended September 30, 2019.
At September 30, 2019, the estimated cost of investments for federal income tax purposes was $614,475,000. At September 30, 2019, accumulated net unrealized appreciation (depreciation) on investments was $70,687,000 consisting of $85,212,000 gross unrealized appreciation and $14,525,000 gross unrealized depreciation.
6. NET ASSETS
The net assets of the Fund are determined as of the last business day of each calendar month.
7. RISK FACTORS
TheSub-Funds may borrow and may utilize various lines of credit, reverse repurchase agreements, “dollar rolls”, issuance of debt securities, swaps, forward purchases, otheroff-Statement of Assets and Liabilities derivative transactions and other forms of leverage. While leverage presents opportunities for increasing total return, it has the effect of potentially increasing losses as well. If income and appreciation on investments made with borrowed funds are less than the cost of the leverage, the value of aSub-Fund’s net assets will decrease. Accordingly, any event which adversely affects the value of an investment by aSub-Fund would be magnified to the extent leverage is employed. The cumulative effect of the use of leverage in a market that moves adversely to a leveraged investment could result in a substantial loss which would be greater than if leverage were not used. In periods of extreme market volatility, the need to sell assets in a declining market can cause even greater losses, as prices may be artificially depressed. Generally, most leveraged transactions involve the posting of collateral. Increases in the amount of margin that aSub-Fund is required to post could result in a disposition ofSub-Fund assets at times and prices which could be disadvantageous to theSub-Fund and could result in substantial losses. Creditors’ claims may be senior to the rights of unitholders in theSub-Fund.
FASB ASC 820,Fair Value Measurement(“FASB ASC 820”) requires disclosure to assist in understanding the nature and risk of investments by major category. The table below summarizes the fair value and other pertinent liquidity information of the Fund’s underlying investments by major category.
| | | | | | | | | | | | |
| | VALUE (IN MILLIONS) | | | UNFUNDED COMMITMENTS | | | REDEMPTION FREQUENCY | | REDEMPTION NOTICE PERIOD |
Credit/ Distressed (a) | | $ | 119 | | | $ | — | | | Monthly, Quarterly | | 60-90 Days |
Global Macro (b) | | | 66 | | | | — | | | Monthly | | 30-90 Days |
Non-U.S. Equity Hedge (c) | | | 129 | | | | — | | | Not Eligible, Monthly, Quarterly | | 30-90 Days |
Opportunistic (d) | | | 19 | | | | — | | | Not Eligible, Quarterly | | 45-65 Days |
Relative Value Multi-Strategy (e) | | | 109 | | | | — | | | Not Eligible, Monthly, Quarterly | | 30-90 Days |
Sector Hedge (c) | | | 56 | | | | — | | | Quarterly | | 45-90 Days |
Special Situations (a) | | | 113 | | | | — | | | Monthly, Quarterly | | 60-92 Days |
U.S. Equity Hedge (c) | | | 74 | | | | — | | | Quarterly | | 60-90 Days |
| | | | | | | | | | | | |
| | $ | 685 | | | $ | — | | | | | |
| | | | | | | | | | | | |
(a) | Event Driven– The managers in this category seek to profit from opportunities arising from specific situations affecting individual stocks or unique circumstances in a particular industry, sector or market. These market participants typically specialize in certain sectors of the Event Driven space, utilizing unique skills or knowledge of bankruptcy law, specific market events, or otherwise.Sub-strategies in this category include Credit/Distressed and Special Situations. The fair values of the investments in this category have been estimated using the NAV per share (or its equivalent) of the investments. Investments representing approximately 76.53% of the fair value of investments in this category cannot be immediately redeemed because the investments include investor-level gate restrictions. These gates are for twelve months and do not allow for full redemptions. |
(b) | Global Macro– The managers in this category employ strategies directed more heavily towards the ebbs and flows of markets on a larger scale, as opposed to focusing on the relative attractiveness between individual securities. Managers seek to identify the direction that certain markets will follow over various time periods and position their portfolios accordingly.Sub-strategies in this category include Global Macro. The fair values of the investments in this category have been estimated using the NAV per share (or its equivalent) of the investments. One investment representing approximately 37.66% of the fair value of investments in this category cannot be immediately redeemed because the investment includes investor-level gate restrictions. The gate is for eleven months and does not allow for full redemptions. |
(c) | Hedged Equity– The managers in this category seek to identify and select equity securities that will rise in price on the long side and those that will fall in price on the short side. Equity securities make up the large bulk of their underlying exposure. Net exposure ranges from zero to 100%, while gross exposure can be 200% or more.Sub-strategies in this category includeNon-U.S. Equity Hedge, Sector Hedge, and U.S. Equity Hedge. The fair values of the investments in this category have been estimated using the NAV per share (or its equivalent) of the investments. Investments representing approximately 16.98% of the fair value of investments in this category cannot be immediately redeemed because the investments include investor-level gate restrictions. These gates range |
SEMIANNUAL REPORT11 ALPHA CORE STRATEGIES FUND
ALPHA CORE STRATEGIES FUND
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NOTES TO THE FINANCIAL STATEMENTS continued | | SEPTEMBER 30, 2019 (UNAUDITED) |
| from six months to twelve months and do not allow for full redemptions. For one investment representing approximately 0.02% of the fair value of investments in this category, no redemptions are currently permitted. The Fund is not able to estimate when the redemption restriction might lapse. |
(d) | Opportunistic– The managers in this category seek to produce differentiated return streams often with lower fees by offering access to specific trades, based on high conviction ideas, directly to investors. The specific trades that could fall under any of the other vehicles may offer more frequent liquidity.Sub-strategies in this category include Opportunistic. The fair values of the investments in this category have been estimated using the NAV per share (or its equivalent) of the investments. For two investments representing approximately 20.16% of the fair value of investments in this category, no redemptions are currently permitted. The manager returns capital after realization of the investments. |
(e) | Relative Value– The managers in this category seek to deliver alpha without subjecting themselves to or relying on beta or general market exposure for performance. They seek to do this by identifying and exploiting various arbitrage opportunities between and among related groups of securities, with the expectation that returns will have a low correlation to the markets in which those securities trade.Sub-strategies in this category include Relative Value Multi-Strategy. The fair values of the investments in this category have been estimated using the NAV per share (or its equivalent) of the investments. One investment representing approximately 24.98% of the fair value of investments in this category cannot be immediately redeemed because the investment includes investor-level gate restrictions. The gate is for twelve months and does not allow for full redemptions. For one investment representing approximately 0.00% of the fair value of investments in this category, no redemptions are currently permitted. The Fund is not able to estimate when the redemption restriction might lapse. |
8. BOARD OF TRUSTEES
At September 30, 2019, there were four members of the Board, three of whom were not “interested persons” of the Fund, as defined in the 1940 Act (each, an “Independent Trustee”). Each Independent Trustee receives an annual retainer of $50,000 and each Independent Trustee who serves as a committee chair receives an additional annual retainer of $10,000, and the Board chair receives an additional annual retainer of $15,000. In addition, for each specialin-person meeting of the Board or committee held outside the regular quarterly meetings, the Chairman receives $2,000 and the other members receive $1,500 and for each special telephonic meeting of the Board or committee held outside the regular quarterly meetings, the Chairman receives $1,500 and the other members receive $1,000.
The Fund reimburses the Independent Trustees of the Fund for all reasonableout-of-pocket expenses they incur in performing their duties.
9. BANK BORROWINGS
On March 22, 2019, the Fund renewed its $50,000,000 revolving bank credit agreement, as amended from time to time (the “Agreement”), administered by the Bank of Montreal for liquidity and other purposes. The interest rate charged under the Agreement is 1.75% above the one month London Interbank Offered Rate (“LIBOR”) on the date of the borrowing. In addition, there is an annual commitment fee of 0.60% on the
unused portion of the credit line under the Agreement, payable quarterly in arrears, which is included in “Commitment fees” on the Statement of Operations. The Agreement will expire on March 21, 2020, unless renewed.
As of September 30, 2019, the Fund had loans of $16,100,000 outstanding which are included in borrowings payable on the Statement of Assets and Liabilities.
When utilized, the average dollar amounts of the borrowings and the weighted average interest rates for the six months ended September 30, 2019 on the borrowings were $5,121,000 and 3.87%, respectively.
10. SUBSEQUENT EVENTS
Management has evaluated subsequent events for the Fund through the date the financial statements were issued, and has concluded that there are no recognized ornon-recognized subsequent events relevant for disclosure.
ALPHA CORE STRATEGIES FUND12 SEMIANNUAL REPORT
ALPHA CORE STRATEGIES FUND
PORTFOLIO HOLDINGS
The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on FormN-Q. The Fund’s FormN-Q is available on the SEC’s web site at sec.gov.
PROXY VOTING
A description of the Fund’s Proxy Voting Policies and Procedures and the Fund’s portfolio securities voting record, for the12-month period ended June 30 are available, without charge, upon request, by contacting the investment manager at800-595-9111 or by visiting the SEC’s web site at sec.gov.
SEMIANNUAL REPORT13 ALPHA CORE STRATEGIES FUND
Item 2. Code of Ethics.
Not applicable for the reporting period.
Item 3. Audit Committee Financial Expert.
Not applicable for the reporting period.
Item 4. Principal Accountant Fees and Services.
Not applicable for the reporting period.
Item 5. Audit Committee of Listed Registrants.
Not applicable.
Item 6. Investments.
(a) | The registrant has elected to include the schedule of investments in securities of unaffiliated issuers as part of the report to shareholders filed under Item 1 of this report on FormN-CSR. |
Item 7. Disclosure of Proxy Voting Policies and Procedures forClosed-End Management Investment Companies.
Not applicable for the reporting period.
Item 8. Portfolio Managers ofClosed-End Management Investment Companies.
Not applicable for the reporting period.
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, based on the evaluation of these controls and procedures required by Rule30a-3(b) under the 1940 Act and Rules13a-15(b) or15d-15(b) under the Securities Exchange Act of 1934 as of a date within 90 days of the filing date of this report. |
(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 second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
Item 12. Disclosure of Securities Lending Activities forClosed-End Management Investment Companies.
Not applicable.
Item 13. Exhibits.
(a)(1) | Not applicable for the reporting period. |
(a)(2) | Exhibit 99.CERT: Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and required by Rule30a-2(a) under the 1940 Act. |
(a)(3) | No written solicitations to purchase securities pursuant to Rule23c-1 under the 1940 Act were sent or delivered during the period covered by this report by or on behalf of the registrant. |
(b) | Exhibit 99.906 CERT: Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and required by Rule30a-2(b) under the 1940 Act. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | |
(Registrant) | | Alpha Core Strategies Fund |
| | | | |
By (Signature and Title)* | | /s/ Robert P. Morgan | | |
| | Robert P. Morgan, President | | |
| | (Principal Executive Officer) | | |
| | |
DateDecember 3, 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.
| | | | |
By (Signature and Title)* | | /s/ Robert P. Morgan | | |
| | Robert P. Morgan, President | | |
| | (Principal Executive Officer) | | |
| | |
DateDecember 3, 2019 | | | | |
| | |
By (Signature and Title)* | | /s/ Tracy L. Dotolo | | |
| | Tracy L. Dotolo, Treasurer | | |
| | (Principal Financial Officer and Principal Accounting Officer) |
| | |
DateDecember 3, 2019 | | | | |
* | Print the name and title of each signing officer under his or her signature. |