As filed with the U.S. Securities and Exchange Commission on
October 2, 2000
Investment Company Act File No. 811-09881
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM N-2
(CHECK APPROPRIATE BOX OR BOXES)
|X| REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940
|X| Amendment No. 2
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J.P. Morgan Hedge Fund Series/alpha, L.L.C.
(formerly, J.P. Morgan Multi-Manager Strategies Fund II, L.L.C.)
(Exact name of Registrant as specified in Charter)
c/o J.P. Morgan & Co., Incorporated
522 Fifth Avenue
New York, New York 10036
(Address of principal executive offices)
Registrant's Telephone Number, including Area Code:
(212) 483-2323
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STEVEN M. GREENSPAN, ESQ.
c/o J.P. Morgan & Co., Incorporated
522 Fifth Avenue
New York, New York 10036
(Name and address of agent for service)
Copy to:
STUART H. COLEMAN, ESQ.
Stroock & Stroock & Lavan LLP
180 Maiden Lane
New York, New York 10038-4982
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<PAGE>
FORM N-2
J.P. Morgan Hedge Fund Series/alpha, L.L.C.
PART C - OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(1) Financial Statements:
Because the Registrant has no assets, financial statements are
omitted.
(2) Exhibits:
(a) (1) Certificate of Formation.*
(2) Limited Liability Company Agreement.**
(b) Not Applicable.
(c) Not Applicable.
(d) See Item 24(2)(a)(2).
(e) Not Applicable.
(f) Not Applicable.
(g) Investment Advisory Agreement.***
(h) Not Applicable.
(i) Not Applicable.
(j) Custodian Services Agreement.
(k) (1) Management and Administration Agreement.***
(2) Administration, Accounting and Investor
Services Agreement.
(l) Not Applicable.
(m) Not Applicable.
(n) Not Applicable.
(o) Not Applicable.
(p) Not Applicable.
(q) Not Applicable.
(r) Code of Ethics of the Fund, of J.P. Morgan Securities
Inc. and of J.P. Morgan Investment Management Inc.***
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* Previously filed on March 31, 2000.
** See Appendix A2 of Confidential Offering Memorandum.
*** Previously filed on August 2, 2000.
ITEM 25. MARKETING ARRANGEMENTS
Not Applicable.
<PAGE>
ITEM 26. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Blue Sky fees and expenses (including Fees of Counsel)......$ 25,000
Legal and accounting fees and expenses......................$ 125,000
Printing engraving and offering expenses....................$ 90,000
Miscellaneous...............................................$ 10,000
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$ 250,000
ITEM 27. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL
After completion of the private offering of interests, the Registrant
expects that no person will be directly or indirectly controlled by, or under
common control with, the Registrant.
ITEM 28. NUMBER OF HOLDERS OF SECURITIES
Title of Class Number of Record Holders
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Interests 1 (The Registrant anticipates
that as a result of the private
offering of interests there will
be more than 100 record holders
of such interests in the future.)
ITEM 29. INDEMNIFICATION
Reference is made to Section 3.7 of the Registrant's Limited Liability
Company Agreement (the "LLC Agreement"). The Registrant hereby undertakes that
it will apply the indemnification provision of the LLC Agreement in a manner
consistent with Release 40-11330 of the Securities and Exchange Commission under
the Investment Company Act of 1940, as amended (the "1940 Act"), so long as the
interpretation therein of Sections 17(h) and 17(i) of the 1940 Act remains in
effect.
The Registrant, in conjunction with the Adviser, the Registrant's
directors and other registered management investment companies managed by the
Adviser or its affiliates, maintains insurance on behalf of any person who is or
was an independent director, officer, employee, or agent of the Registrant, or
who is or was serving at the request of the Registrant as an individual general
partner, director, officer, employee or agent of another managed investment
company, against certain liability asserted against and incurred by, or arising
out of, his or her position. However, in no event will the Registrant pay that
portion of the premium, if any, for insurance to indemnify any such person or
any act for which the Registrant itself is not permitted to indemnify.
ITEM 30. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
A description of any other business, profession, vocation, or
employment of a substantial nature in which the investment adviser of the
Registrant, and each member, director, executive officer, or partner of any such
investment adviser, is or has been, at any time during the past two fiscal
years, engaged in for his or her own account or in the capacity of member,
director, officer, employee, partner or trustee, is set forth in the
Registrant's Confidential Memorandum in the section entitled "THE ADVISER."
Information as to the directors and officers of J.P. Morgan Investment
Management Inc. is included in its Form ADV as filed with the Commission (File
No. 801-21011), and is incorporated herein by reference.
ITEM 31. LOCATION OF ACCOUNTS AND RECORDS
PFPC Inc. maintains certain required accounting related and financial
books and records of the Registrant at PFPC Inc., 103 Bellevue Parkway, 4th
Floor, Wilmington, DE 19809. The other required books and records are
maintained by the Adviser c/o J.P. Morgan Investment Management Inc., 522 Fifth
Avenue, New York, New York 10036.
ITEM 32. MANAGEMENT SERVICES
Not Applicable.
ITEM 33. UNDERTAKINGS
Not Applicable.
<PAGE>
FORM N-2
J.P. Morgan Hedge Fund Series/alpha, L.L.C.
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940,
the Registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New York
and State of New York on the 2nd day of October, 2000.
J.P. Morgan Hedge Fund Series/alpha, L.L.C.
By: /s/ Joseph Bertini
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Name: Joseph Bertini
Title: Authorized Representative
<PAGE>
FORM N-2
J.P. Morgan Hedge Fund Series/alpha, L.L.C.
EXHIBIT INDEX
EXHIBIT NUMBER DOCUMENT DESCRIPTION
(j) Custodian Services Agreement.
(k)(2) Administration, Accounting and Investor Services Agreement.
