N-CSRS 1 d406472dncsrs.htm ALTERNATIVE INVESTMENT PARTNERS ABSOLUTE RETURN FUND STS Alternative Investment Partners Absolute Return Fund STS

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-21831

ALTERNATIVE INVESTMENT PARTNERS ABSOLUTE RETURN FUND STS

(Exact name of Registrant as specified in Charter)

100 Front Street, Suite 400

West Conshohocken, Pennsylvania 19428-2881

(Address of principal executive offices)

Registrant’s Telephone Number, including Area Code: (610) 260-7600

Stefanie V. Chang Yu, Esq.

Morgan Stanley Investment Management Inc.

522 Fifth Avenue

New York, NY 10036

(Name and address of agent for service)

COPY TO:

Richard Horowitz, Esq.

DECHERT LLP

1095 Avenue of the Americas

New York, NY 10036-6797

(212) 698-3500

Date of fiscal year end: December 31

Date of reporting period: June 30, 2012

 

 

 


ITEM 1.

   REPORTS TO STOCKHOLDERS. The Registrant’s semi-annual report transmitted to limited partners pursuant to Rule 30e-1 under the Investment Company Act of 1940 is as follows:


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ALTERNATIVE INVESTMENT PARTNERS

ABSOLUTE RETURN FUND STS

Consolidated Financial Statements (Unaudited)

For the Period from January 1, 2012 to

June 30, 2012


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Alternative Investment Partners Absolute Return Fund STS

Consolidated Financial Statements (Unaudited)

For the Period from January 1, 2012 to June  30, 2012

Contents

 

Consolidated Financial Statements (Unaudited)

  

Consolidated Statement of Assets and Liabilities

     1   

Consolidated Statement of Operations

     2   

Consolidated Statements of Changes in Net Assets

     3   

Consolidated Statement of Cash Flows

     4   

Notes to Consolidated Financial Statements

     5   

Proxy Voting Policies and Procedures and Proxy Voting Record

     11   

Quarterly Portfolio Schedule

     11   

Unaudited financial statements for Alternative Investment Partners Absolute Return Fund for the period from January 1, 2012 to June 30, 2012 are attached to these consolidated financial statements and are an integral part thereof.


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Alternative Investment Partners Absolute Return Fund STS

Consolidated Statement of Assets and Liabilities (Unaudited)

June 30, 2012

 

Assets

  

Investment in Alternative Investment Partners Absolute Return Fund, at fair value

   $ 377,702,506   

Cash

     143,507   

Repurchases receivable from Alternative Investment Partners Absolute Return Fund

     24,491,870   

Prepaid investment in Alternative Investment Partners Absolute Return Fund

     450,000   

Other assets

     23,345   
  

 

 

 

Total assets

     402,811,228   
  

 

 

 

Liabilities

  

Payable for share repurchases

     24,491,870   

Subscriptions received in advance

     520,000   

Accrued expenses and other liabilities

     193,894   
  

 

 

 

Total liabilities

     25,205,764   
  

 

 

 

Net assets

   $ 377,605,464   
  

 

 

 

Net assets consist of:

  

Net capital

   $ 323,624,005   

Accumulated net investment income (loss)

     (5,477,314

Accumulated net realized gain (loss) from investments

     4,937,956   

Net unrealized appreciation on investments

     54,520,817   
  

 

 

 

Net assets

   $ 377,605,464   
  

 

 

 

Net asset value per share:

  

346,566.122 shares issued and outstanding, no par value, 1,000,000 registered shares

   $ 1,089.56   

Maximum offering price per share ($1,089.56 plus sales load of 3% of net asset value per share)

   $ 1,122.25   

See accompanying notes and attached unaudited financial statements for Alternative Investment Partners Absolute Return Fund.

 

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Alternative Investment Partners Absolute Return Fund STS

Consolidated Statement of Operations (Unaudited)

For the Period from January 1, 2012 to June 30, 2012

 

Net investment income (loss) allocated from Alternative Investment Partners Absolute Return Fund

  

Dividend income

   $ 5,433   

Expenses

     (4,591,040
  

 

 

 

Net investment income (loss) allocated from Alternative Investment Partners Absolute Return Fund

     (4,585,607
  

 

 

 

Fund expenses

  

Withholding taxes

     572,997   

Transfer agent fees

     131,775   

Professional fees

     69,150   

Printing fees

     43,740   

Insurance expense

     22,194   

Registration fees

     11,418   

Custody fees

     120   

Other

     40,313   
  

 

 

 

Total fund expenses

     891,707   
  

 

 

 

Net investment income (loss)

     (5,477,314
  

 

 

 

Realized and unrealized gain (loss) from investments allocated from Alternative Investment Partners Absolute Return Fund

  

Net realized gain (loss) from investments

     4,937,956   

Net change in unrealized appreciation/depreciation on investments

     16,182,297   
  

 

 

 

Net realized and unrealized gain (loss) from investments allocated from Alternative Investment Partners Absolute Return Fund

     21,120,253   
  

 

 

 

Net increase (decrease) in net assets resulting from operations

   $ 15,642,939   
  

 

 

 

See accompanying notes and attached unaudited financial statements for Alternative Investment Partners Absolute Return Fund.

 

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Alternative Investment Partners Absolute Return Fund STS

Consolidated Statements of Changes in Net Assets (Unaudited)

 

For the year ended December 31, 2011

  

Net increase (decrease) in net assets resulting from operations:

  

Net investment income (loss)

   $ (11,183,419

Net realized gain (loss) from investments

     23,518,523   

Net change in unrealized appreciation/depreciation on investments

     (8,925,711
  

 

 

 

Net increase (decrease) in net assets resulting from operations

     3,409,393   
  

 

 

 

Shareholder transactions

  

Subscriptions (representing 6,983.190 shares)

     7,383,263   

Repurchases (representing 115,829.433 shares)

     (122,168,201
  

 

 

 

Net increase (decrease) in net assets from shareholder transactions

     (114,784,938
  

 

 

 

Total increase (decrease) in net assets

     (111,375,545

Net assets, beginning of year (representing 497,755.167 shares)

     519,585,182   
  

 

 

 

Net assets, end of year (representing 388,908.924 shares)

   $ 408,209,637   
  

 

 

 

For the period from January 1, 2012 to June 30, 2012

  

Net increase (decrease) in net assets resulting from operations:

  

Net investment income (loss)

   $ (5,477,314

Net realized gain (loss) from investments

     4,937,956   

Net change in unrealized appreciation/depreciation on investments

     16,182,297   
  

 

 

 

Net increase (decrease) in net assets resulting from operations

     15,642,939   
  

 

 

 

Shareholder transactions

  

Subscriptions (representing 988.649 shares)

     1,073,000   

Repurchases (representing 43,331.451 shares)

     (47,320,112
  

 

 

 

Net increase (decrease) in net assets from shareholder transactions

     (46,247,112
  

 

 

 

Total increase (decrease) in net assets

     (30,604,173

Net assets, beginning of period (representing 388,908.924 shares)

     408,209,637   
  

 

 

 

Net assets, end of period (representing 346,566.122 shares)

   $ 377,605,464   
  

 

 

 

See accompanying notes and attached unaudited financial statements for Alternative Investment Partners Absolute Return Fund.

 

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Alternative Investment Partners Absolute Return Fund STS

Consolidated Statement of Cash Flows (Unaudited)

For the Period from January 1, 2012 to June 30, 2012

 

Cash flows from operating activities

  

Net increase (decrease) in net assets resulting from operations

   $ 15,642,939   

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

  

Net investment (income) loss allocated from Alternative Investment Partners Absolute Return Fund

     4,585,607   

Net change in unrealized appreciation/depreciation on investments allocated from Alternative Investment Partners Absolute Return Fund

     (16,182,297

Net realized (gain) loss from investments allocated from Alternative Investment Partners Absolute Return Fund

     (4,937,956

Purchase of investments in Alternative Investment Partners Absolute Return Fund

     (790,000

Proceeds from sales of investments in Alternative Investment Partners Absolute Return Fund

     47,893,109   

(Increase) decrease in repurchases receivable from Alternative Investment Partners Absolute Return Fund

     1,371,356   

(Increase) decrease in prepaid investment in Alternative Investment Partners Absolute Return Fund

     (450,000

(Increase) decrease in other assets

     11,179   

Increase (decrease) in accrued expenses and other liabilities

     5,036   
  

 

 

 

Net cash provided by (used in) operating activities

     47,148,973   
  

 

 

 

Cash flows from financing activities

  

Subscriptions (including subscriptions received in advance)

     1,543,000   

Repurchases

     (48,691,468
  

 

 

 

Net cash provided by (used in) financing activities

     (47,148,468
  

 

 

 

Net change in cash

     505   

Cash at beginning of period

     143,002   
  

 

 

 

Cash at end of period

   $ 143,507   
  

 

 

 

Supplemental disclosure of cash flow information:

  

Conversion to shareholder subscriptions in 2012 of subscriptions received in advance during 2011

   $ 50,000   
  

 

 

 

See accompanying notes and attached unaudited financial statements for Alternative Investment Partners Absolute Return Fund.

 

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Alternative Investment Partners Absolute Return Fund STS

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2012

 

1. Organization and Consolidation

Alternative Investment Partners Absolute Return Fund STS (the “Fund”) was organized under the laws of the State of Delaware as a statutory trust on October 31, 2005. The Fund commenced operations on September 1, 2006 and operates pursuant to an Agreement and Declaration of Trust (the “Trust Deed”). The Fund is registered under the U.S. Investment Company Act of 1940, as amended (the “1940 Act”), as a closed-end, non-diversified management investment company. The Fund’s term is perpetual unless the Fund is otherwise terminated under the terms of the Trust Deed or unless and until required by law.

The Fund is a “Feeder” fund in a “Master-Feeder” structure whereby the Fund invests substantially all of its assets in AIP Absolute Return Fund LDC (the “Offshore Fund”), a Cayman Islands limited duration company, which in turn invests substantially all of its assets in Alternative Investment Partners Absolute Return Fund (the “Master Fund”). The Master Fund is a statutory trust organized under the laws of the State of Delaware and is registered under the 1940 Act, as a closed-end, non-diversified, management investment company. Morgan Stanley AIP GP LP, an affiliate of Morgan Stanley, serves as the Master Fund’s investment adviser (the “Adviser”). The Master Fund has the same investment objective as the Fund and the Offshore Fund. The Master Fund’s investment objective is to seek capital appreciation principally through investing in investment funds (“Investment Funds”) managed by third party investment managers who employ a variety of “absolute return” investment strategies in pursuit of attractive risk-adjusted returns consistent with the preservation of capital. “Absolute return” refers to a broad class of investment strategies that are managed without reference to the performance of equity, debt and other markets. “Absolute return” investment strategies allow investment managers the flexibility to use leveraged or short-sale positions to take advantage of perceived inefficiencies across the global capital markets. The Master Fund may seek to gain investment exposure to certain Investment Funds or to adjust market or risk exposure by entering into derivative transactions such as total return swaps, options and futures.

The Fund consolidates the Offshore Fund, a wholly-owned subsidiary, and has included all of the assets and liabilities and revenues and expenses of the Offshore Fund in the accompanying financial statements. Intercompany balances have been eliminated through consolidation. As of June 30, 2012, the Fund had a 59.22% indirect ownership interest in the Master Fund. The financial statements of the Master Fund, including the Schedule of Investments, are attached to this report and should be read in conjunction with the Fund’s consolidated financial statements.

The Fund has a Board of Trustees (the “Board”) that has overall responsibility for monitoring and overseeing the Fund’s investment program and its management and operations. A majority of the members of the Board (the “Trustees”) are not “interested persons” (as defined by the 1940 Act) of the Fund or the Adviser. The same Trustees also serve as the Master Fund’s Board of Trustees.

See attached unaudited financial statements for Alternative Investment Partners Absolute Return Fund.

 

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Alternative Investment Partners Absolute Return Fund STS

Notes to Consolidated Financial Statements (Unaudited) (continued)

 

2. Significant Accounting Policies

The following significant accounting policies are in conformity with U.S. generally accepted accounting principles (“US GAAP”). Such policies are consistently followed by the Fund in preparation of its consolidated financial statements. The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in the consolidated financial statements, including the estimated fair value of investments. Actual results could differ from those estimates.

Investment in the Fund

The Fund offers on a continuous basis through Morgan Stanley Distribution, Inc. (the “Distributor”), an affiliate of Morgan Stanley, 1,000,000 shares of beneficial interest (“Shares”). The initial closing date (“Initial Closing Date”) for public offering of Shares was September 1, 2006. Shares were offered until the Initial Closing Date at an initial offering price of $1,000 per Share, plus any applicable sales load, and have been continuously offered thereafter for purchase as of the first business day of each calendar month at the Fund’s then current net asset value per Share, plus any applicable sales load. The Distributor may enter into selected dealer agreements with various brokers and dealers (“Selling Agents”), some of which are affiliates of the Fund, that have agreed to participate in the distribution of the Fund’s Shares. Shares may also be purchased through any registered investment adviser (a “RIA”) that has entered into an arrangement with the Distributor for such RIA to recommend Shares to its clients in conjunction with a “wrap” fee, asset allocation or other management asset program by such RIA.

Shares are sold only to certain special tax status investors (“Shareholders”), namely tax-exempt and tax-deferred investors. These investors also must represent that they are “accredited investors” within the meaning of Rule 501(a) of Regulation D promulgated under the U.S. Securities Act of 1933, as amended. The Distributor or any Selling Agent or RIA may impose additional eligibility requirements for investors who purchase Shares through the Distributor or such Selling Agent or RIA. The minimum initial investment in the Fund by any Shareholder is $50,000. The minimum additional investment in the Fund by any Shareholder is $25,000. The minimal initial and additional investments may be reduced by the Fund with respect to certain Shareholders. Shareholders may only purchase their Shares through the Distributor, a Selling Agent or a RIA.

Effective May 1, 2012, the Distributor and Selling Agents may charge Shareholders a sales load of up to 3% of the Shareholder’s purchase. Investments less than $250,000 will be subject to a maximum sales load of 3%; investments of $250,000 - $999,999 will be subject to a maximum sales load of 2%; investments of $1,000,000 - $4,999,999 will be subject to a maximum sales load of 1%; and investments of $5,000,000 or more will be subject to a maximum sales load of 0.5%. The Distributor or a Selling Agent may, in its discretion, waive the sales load for certain investors. In addition, purchasers of Shares in conjunction with certain “wrap” fee, asset allocation or other managed asset programs sponsored by an investment adviser, including an affiliate of the Adviser, or Morgan Stanley and its affiliates (including the Adviser) and the directors, partners, principals, officers and employees of Morgan Stanley and its affiliates may not be charges a sales load by the Distributor or Selling Agent.

See attached unaudited financial statements for Alternative Investment Partners Absolute Return Fund.

 

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Alternative Investment Partners Absolute Return Fund STS

Notes to Consolidated Financial Statements (Unaudited) (continued)

 

2. Significant Accounting Policies (continued)

Investment in the Fund (continued)

 

Prior to May 1, 2012, the Distributor or Selling Agent were able to charge Shareholders a sales load of up to 3% of the Shareholder’s purchase. Investments of $50,000 - $249,999 were subject to a maximum sales load of 3%; investments of $250,000 - $499,999 were subject to a maximum sales load of 2%; investments of $500,000 - $999,999 were subject to a maximum sales load of 1.5%; investments of $1,000,000 - $4,999,999 were subject to a maximum sales load of 1%; and investments of $5,000,000 or more were not subject to a sales load.

The Fund may from time to time offer to repurchase Shares (or portions of them) at net asset value pursuant to written tenders by Shareholders. Any offer to repurchase Shares by the Fund is only made to Shareholders at the same times as, and in parallel with, each repurchase offer made by the Master Fund to its investors, including, indirectly, the Fund. Each such repurchase offer made by the Master Fund will generally apply to up to 15% of the net assets of the Master Fund. Repurchases are made at such times, in such amounts and on such terms as may be determined by the Board, in its sole discretion. In determining whether the Fund should offer to repurchase Shares (or portions of them) from Shareholders, the Board will consider the recommendations of the Adviser as to the timing of such an offer, as well as a variety of operational, business and economic factors. The Adviser expects that it will recommend to the Board that the Fund offer to repurchase Shares (or portions of them) from Shareholders quarterly, on each March 31, June 30, September 30 and December 31 (or, if any such date is not a business day, on the immediately preceding business day). In general, the Fund will initially pay at least 90% of the estimated value of the repurchased Shares to Shareholders as of the later of: (1) a period of within 30 days after the value of the Shares to be repurchased is determined, or (2) if the Master Fund has requested withdrawals of its capital from any Investment Funds in order to fund the repurchase of Shares, within ten business days after the Master Fund has received at least 90% of the aggregate amount withdrawn by the Master Fund from such Investment Funds. The remaining amount (the “Holdback Amount”) will be paid promptly after completion of the annual audit of the Fund and preparation of the Fund’s audited consolidated financial statements. As of June 30, 2012, the total of all Shareholders’ Holdback Amounts was $1,069,340 and is included in payable for share repurchases in the Consolidated Statement of Assets and Liabilities.

Investment in the Master Fund

The Fund records its investment in the Master Fund at fair value which is represented by the Fund’s proportionate indirect interest in the net assets of the Master Fund as of June 30, 2012. The Fund’s investment in the Master Fund would be considered Level 3 as defined under fair valuation accounting standards. Valuation of Investment Funds and other investments held by the Master Fund, including the Master Fund’s disclosure of investments under the three-tier hierarchy, is discussed in the notes to the Master Fund’s financial statements. The Fund records its pro rata share of the Master Fund’s income, expenses and realized and unrealized gains and losses. The performance of the Fund is directly affected by the performance of the Master Fund. The financial statements of the Master Fund, which are attached, are an integral part of these consolidated financial statements. Please refer to the accounting policies disclosed in the financial statements of the Master Fund for additional information regarding significant accounting policies that affect the Fund.

See attached unaudited financial statements for Alternative Investment Partners Absolute Return Fund.

 

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Alternative Investment Partners Absolute Return Fund STS

Notes to Consolidated Financial Statements (Unaudited) (continued)

 

2. Significant Accounting Policies (continued)

 

Income Recognition and Expenses

The Fund recognizes income and expenses on an accrual basis. Income, expenses and realized and unrealized gains and losses are recorded monthly. The Fund accrues its own expenses. The Fund does not pay the Adviser a management fee. As an indirect holder of shares in the Master Fund, however, the Fund does bear its allocable portion (based on the net asset value of the Master Fund attributable to the Fund) of the expenses of the Master Fund, including the management fee paid to the Adviser and shareholder servicing fees paid to the Distributor as described in the Master Fund’s financial statements. Please refer to the attached financial statements of the Master Fund for a discussion of the computation of the management fee and shareholder servicing fee. Included in expenses allocated from the Master Fund in the Consolidated Statement of Operations is $3,094,364 and $512,368, which are the Fund’s proportionate share of management fees and shareholder servicing fees, respectively, incurred by the Master Fund for the period from January 1, 2012 to June 30, 2012.

State Street Bank and Trust Company (“State Street”) provides accounting and administrative services to the Fund. State Street also serves as the Fund’s custodian.

Boston Financial Data Services, Inc. (“BFDS”) serves as the Fund’s transfer agent. Transfer agent fees are payable monthly based on an annual per shareholder account charge plus out-of-pocket expenses incurred by BFDS on the Fund’s behalf.

Income and Withholding Taxes

The Fund expects to be treated as a partnership for U.S. federal income tax purposes. No provision for federal, state, or local income taxes is required in the consolidated financial statements. In accordance with the U.S. Internal Revenue Code of 1986, as amended, each of the Shareholders is to include its respective share of the Fund’s realized profits or losses in its individual tax returns. The Fund files tax returns with the U.S. Internal Revenue Service and various states.

The Master Fund is required to withhold up to 30% U.S. tax from U.S. source dividends and 35% U.S. tax from effectively connected income allocable to its non-U.S. Shareholders and to remit those amounts to the U.S. Internal Revenue Service on behalf of non-U.S. Shareholders. If the Master Fund incurs a withholding tax or other tax obligation with respect to the share of the Master Fund’s income allocable to any Shareholder, then the Master Fund, without limitation of any other rights of the Fund, will cause a Share redemption from the Master Fund in the amount of the tax obligation. The amount of the tax obligation attributable to the Fund will be treated as an expense by the Fund.

 

See attached unaudited financial statements for Alternative Investment Partners Absolute Return Fund.

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Alternative Investment Partners Absolute Return Fund STS

Notes to Consolidated Financial Statements (Unaudited) (continued)

 

2. Significant Accounting Policies (continued)

Income and Withholding Taxes (continued)

 

For the period from January 1, 2012 to June 30, 2012, the Master Fund recorded an estimated tax withholding amount of $572,997 related to the Fund’s share of withholding taxes, which is included in the Fund’s Consolidated Statement of Operations.

The Fund has concluded there are no significant uncertain tax positions that would require recognition in the consolidated financial statements as of June 30, 2012. If applicable, the Fund recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in other expenses in the Consolidated Statement of Operations. Generally, tax authorities can examine all tax returns filed for the last three years.

 

3. Contractual Obligations

The Fund enters into contracts that contain a variety of indemnifications. The Fund’s maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.

See attached unaudited financial statements for Alternative Investment Partners Absolute Return Fund.

 

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Alternative Investment Partners Absolute Return Fund STS

Notes to Consolidated Financial Statements (Unaudited) (continued)

 

4. Financial Highlights

The following represents per Share data, ratios to average net assets and other financial highlights information for Shareholders. The calculations below are not annualized for periods less than one year.

 

     For the Period
from
January 1,
2012

to June 30,
2012
    For the Year
Ended
December 31,
2011
    For the Year
Ended
December 31,
2010
    For the Year
Ended
December 31,
2009
    For the Year
Ended
December 31,
2008
    For the Year
Ended
December 31,
2007
 

For a Share outstanding throughout the period:

            

Net asset value, beginning of period

   $ 1,049.63      $ 1,043.86      $ 993.96      $ 865.84      $ 1,159.35      $ 1,035.44   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net investment income (loss) (a)

     (14.47     (24.74     (22.98     (22.23     (24.41     (27.58

Net realized and unrealized gain (loss) from investments

     54.40        30.51        72.88        150.35        (269.10     151.49   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease) resulting from operations

     39.93        5.77        49.90        128.12        (293.51     123.91   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

   $ 1,089.56      $ 1,049.63      $ 1,043.86      $ 993.96      $ 865.84      $ 1,159.35   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total return (b)

     3.80     0.55     5.02     14.80     (25.32 %)      11.97

Ratio of total expenses (c)

     1.33     2.54     2.39     2.40     2.41     2.54

Ratio of net investment income (loss) (d)

     (1.33 %)      (2.34 %)      (2.30 %)      (2.39 %)      (2.34 %)      (2.44 %) 

Portfolio turnover (e)

     5     18     23     38     23     28

Net assets, end of period (000s)

   $ 377,605      $ 408,210      $ 519,585      $ 558,472      $ 551,606      $ 510,181   

 

(a) Calculated based on the average shares outstanding methodology.
(b) Total return assumes a subscription of a Share in the Fund at the beginning of the year indicated and a repurchase of the Share on the last day of the year indicated, and does not reflect the impact of the sales load, if any, incurred when subscribing to the Fund.
(c) Includes expenses allocated from the Master Fund.
(d) Includes income and expenses allocated from the Master Fund.
(e) The portfolio turnover rate reflects investment activity of the Master Fund.

The above ratios and total returns have been calculated for the Shareholders taken as a whole. An individual Shareholder’s return and ratios may vary from these returns and ratios due to the timing of Share transactions and withholding tax allocation, as applicable.

 

5. Subsequent Events

Unless otherwise stated throughout the Notes to the consolidated financial statements, the Fund noted no subsequent events that require disclosure in or adjustment to the consolidated financial statements.

See attached unaudited financial statements for Alternative Investment Partners Absolute Return Fund.

 

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Alternative Investment Partners Absolute Return Fund STS

Proxy Voting Policies and Procedures and Proxy Voting Record (Unaudited)

A copy of (1) the Master Fund’s policies and procedures with respect to the voting of proxies relating to the Investment Funds; and (2) how the Master Fund voted proxies relating to Investment Funds during the most recent 12-month period ended June 30 is available without charge, upon request, by calling the Master Fund at 1-888-322-4675. This information is also available on the Securities and Exchange Commission’s website at http://www.sec.gov.

Quarterly Portfolio Schedule (Unaudited)

The Fund also files a complete schedule of portfolio holdings with the Securities and Exchange Commission for the Fund’s first and third fiscal quarters on Form N-Q. The Fund’s Forms N-Q are available on the Securities and Exchange Commission’s website at http://www.sec.gov. The Fund’s Forms N-Q may be reviewed and copied at the Securities and Exchange Commission’s Public Reference Room in Washington, D.C. and information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. Once filed, the most recent Form N-Q will be available without charge, upon request, by calling the Fund at 1-888-322-4675.

 

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Alternative Investment Partners Absolute Return Fund STS

100 Front Street, Suite 400

West Conshohocken, PA 19428

Trustees

Michael Nugent, Chairperson of the Board and Trustee

Frank L. Bowman

Michael Bozic

Kathleen A. Dennis

James F. Higgins

Dr. Manuel H. Johnson

Joseph J. Kearns

Michael F. Klein

W. Allen Reed

Fergus Reid

Officers

Jacques Chappuis, President and Principal Executive Officer

Stefanie V. Chang Yu, Vice President

Mustafa Jama, Vice President

Matthew Graver, Vice President

Mary Ann Picciotto, Chief Compliance Officer

Noel Langlois, Treasurer and Chief Financial Officer

Mary E. Mullin, Secretary

Master Fund’s Investment Adviser

Morgan Stanley AIP GP LP

100 Front Street, Suite 400

West Conshohocken, PA 19428

Administrator, Custodian, Fund Accounting Agent and Escrow Agent

State Street Bank and Trust Company

One Lincoln Street

Boston, MA 02111

Transfer Agent

Boston Financial Data Services, Inc.

30 Dan Road

Canton, MA 02021

Independent Registered Public Accounting Firm

Ernst & Young LLP

One Commerce Square

2005 Market Street, Suite 700

Philadelphia, PA 19103

Legal Counsel

Dechert LLP

1095 Avenue of the Americas

New York, NY 10036

Kramer Levin Naftalis & Frankel LLP

1177 Avenue of the Americas

New York, NY 10036

 

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ALTERNATIVE INVESTMENT PARTNERS

ABSOLUTE RETURN FUND

Financial Statements (Unaudited)

For the Period from January 1, 2012 to

June 30, 2012


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Alternative Investment Partners Absolute Return Fund

Financial Statements (Unaudited)

For the Period from January 1, 2012 to June 30, 2012

Contents

 

Financial Statements (Unaudited)

  

Statement of Assets and Liabilities

     1   

Statement of Operations

     2   

Statements of Changes in Net Assets

     3   

Statement of Cash Flows

     4   

Schedule of Investments

     5   

Notes to Financial Statements

     10   

Investment Advisory Agreement Approval

     24   

Proxy Voting Policies and Procedures and Proxy Voting Record

     27   

Quarterly Portfolio Schedule

     27   


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Alternative Investment Partners Absolute Return Fund

Statement of Assets and Liabilities (Unaudited)

June 30, 2012

 

Assets

  

Investments in investment funds, at fair value (cost $615,237,491)

   $ 717,924,430   

Cash

     4,510,097   

Prepaid investments in investment funds

     5,000,000   

Receivable for investments sold

     64,344,209   

Other assets

     47,779   
  

 

 

 

Total assets

     791,826,515   
  

 

 

 

Liabilities

  

Note payable

     105,240,338   

Payable for share repurchases

     43,612,859   

Withholding tax payable

     1,967,215   

Subscriptions received in advance

     950,000   

Management fee payable

     850,571   

Shareholder servicing fee payable

     748,869   

Transfer agent fee payable

     40,716   

Accrued expenses and other liabilities

     648,568   
  

 

 

 

Total liabilities

     154,059,136   
  

 

 

 

Net assets

   $ 637,767,379   
  

 

 

 

Net assets consist of:

  

Net capital

   $ 534,454,764   

Accumulated net investment income (loss)

     (7,745,869

Accumulated net realized gain (loss) from investments

     8,371,545   

Net unrealized appreciation on investments

     102,686,939   
  

 

 

 

Net assets

   $ 637,767,379   
  

 

 

 

Net asset value per share:

  

538,779.503 shares issued and outstanding, no par value, 1,500,000 registered shares

   $ 1,183.73   

Maximum offering price per share ($1,183.73 plus sales load of 3% of net asset value per share)

   $ 1,219.24   

The accompanying notes are an integral part of these financial statements and should be used in conjunction herewith.

 

1


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Alternative Investment Partners Absolute Return Fund

Statement of Operations (Unaudited)

For the Period from January 1, 2012 to June 30, 2012

 

Investment income

  

Dividend

   $ 9,171   
  

 

 

 

Expenses

  

Management fees

     5,226,736   

Interest expense

     992,316   

Shareholder servicing fees

     865,448   

Accounting and administration fees

     201,165   

Professional fees

     146,300   

Transfer agent fees

     95,309   

Custody fees

     75,597   

Registration fees

     51,049   

Trustees’ fees

     21,000   

Other

     80,120   
  

 

 

 

Total expenses

     7,755,040   
  

 

 

 

Net investment income (loss)

     (7,745,869
  

 

 

 

Realized and unrealized gain (loss) from investments

  

Net realized gain (loss) from investments in investment funds

     8,371,545   
  

 

 

 

Net realized gain (loss) from investments

     8,371,545   
  

 

 

 

Net change in unrealized appreciation/depreciation on investments in investment funds

     27,246,203   
  

 

 

 

Net change in unrealized appreciation/depreciation on investments

     27,246,203   
  

 

 

 

Net realized and unrealized gain (loss) from investments

     35,617,748   
  

 

 

 

Net increase (decrease) in net assets resulting from operations

   $ 27,871,879   
  

 

 

 

The accompanying notes are an integral part of these financial statements and should be used in conjunction herewith.

 

2


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Alternative Investment Partners Absolute Return Fund

Statements of Changes in Net Assets (Unaudited)

 

For the year ended December 31, 2011

  

Net increase (decrease) in net assets resulting from operations:

  

Net investment income (loss)

   $ (15,839,272

Net realized gain (loss) from investments

     40,396,629   

Net change in unrealized appreciation/depreciation on investments

     (15,069,897
  

 

 

 

Net increase (decrease) in net assets resulting from operations

     9,487,460   
  

 

 

 

Shareholder transactions

  

Subscriptions (representing 15,014.381 shares)

     17,147,647   

Repurchases (representing 212,932.886 shares)

     (243,211,281
  

 

 

 

Net increase (decrease) in net assets from shareholder transactions

     (226,063,634
  

 

 

 

Total increase (decrease) in net assets

     (216,576,174

Net assets, beginning of year (representing 801,133.834 shares)

     902,954,862   
  

 

 

 

Net assets, end of year (representing 603,215.329 shares)

   $ 686,378,688   
  

 

 

 

For the period from January 1, 2012 to June 30, 2012

  

Net increase (decrease) in net assets resulting from operations:

  

Net investment income (loss)

   $ (7,745,869

Net realized gain (loss) from investments

     8,371,545   

Net change in unrealized appreciation/depreciation on investments

     27,246,203   
  

 

 

 

Net increase (decrease) in net assets resulting from operations

     27,871,879   
  

 

 

 

Shareholder transactions

  

Subscriptions (representing 4,817.132 shares)

     5,623,601   

Repurchases (representing 69,252.958 shares)

     (82,106,789
  

 

 

 

Net increase (decrease) in net assets from shareholder transactions

     (76,483,188
  

 

 

 

Total increase (decrease) in net assets

     (48,611,309

Net assets, beginning of period (representing 603,215.329 shares)

     686,378,688   
  

 

 

 

Net assets, end of period (representing 538,779.503 shares)

   $ 637,767,379   
  

 

 

 

The accompanying notes are an integral part of these financial statements and should be used in conjunction herewith.

 

3


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Alternative Investment Partners Absolute Return Fund

Statement of Cash Flows (Unaudited)

For the Period from January 1, 2012 to June 30, 2012

 

Cash flows from operating activities

  

Net increase (decrease) in net assets resulting from operations

   $ 27,871,879   

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

  

Net realized (gain) loss from investments in investment funds

     (8,371,545

Net change in unrealized appreciation/depreciation on investments in investment funds

     (27,246,203

Purchase of investments in investment funds

     (41,186,080

Proceeds from sale of investments in investment funds

     104,935,893   

Net (purchase) sales/maturities of short-term investments

     7,143,613   

(Increase) decrease in prepaid investments in investment funds

     (5,000,000

(Increase) decrease in receivable for investments sold

     (2,923,278

(Increase) decrease in other assets

     25,104   

Increase (decrease) in withholding tax payable

     572,997   

Increase (decrease) in management fee payable

     (57,657

Increase (decrease) in shareholder servicing fee payable

     447,645   

Increase (decrease) in transfer agent fee payable

     (4,104

Increase (decrease) in accrued expenses and other liabilities

     229,584   
  

 

 

 

Net cash provided by (used in) operating activities

     56,437,848   
  

 

 

 

Cash flows from financing activities

  

Proceeds from issuance of note payable*

     30,990,755   

Repayments of note payable

     (10,000,000

Subscriptions (including subscriptions received in advance)

     4,573,601   

Repurchases

     (86,784,688
  

 

 

 

Net cash provided by (used in) financing activities

     (61,220,332
  

 

 

 

Net change in cash

     (4,782,484

Cash at beginning of period

     9,292,581   
  

 

 

 

Cash at end of period

   $ 4,510,097   
  

 

 

 

Supplemental disclosure of cash flow information:

  

Conversion to shareholder subscriptions in 2012 of subscriptions received in advance during 2011

   $ 2,000,000   
  

 

 

 

 

* Includes $990,755 of accrued interest expense that was rolled over into the note payable principal balance. See discussion in Note 8 to the financial statements.

The accompanying notes are an integral part of these financial statements and should be used in conjunction herewith.

 

4


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Alternative Investment Partners Absolute Return Fund

Schedule of Investments (Unaudited)

June 30, 2012

 

Description

  First
Acquisition
Date
  Cost     Fair
Value
    Percent
of Net
Assets
    Next
Available
Redemption
Date*
  Liquidity**
Investment Funds            

Commodity Trading Advisors - Managed Futures

           

GSA Quantitative Futures Partners, L.P.

  6/1/2011   $ 21,064,553      $ 18,217,228        2.86   7/31/2012   Monthly

Robeco Transtrend Diversified Fund LLC

  6/1/2008     12,398,739        14,368,407        2.25      7/31/2012   Monthly
   

 

 

   

 

 

   

 

 

     

Total Commodity Trading Advisors - Managed Futures

      33,463,292        32,585,635        5.11       
   

 

 

   

 

 

   

 

 

     

Distressed

           

Cerberus Partners, L.P.

  11/1/2009     22,982,380        28,080,803        4.40      (a)   (a)

Cerberus SPV LLC

  11/1/2009     13,616,459        16,897,244        2.65      (a)   (a)
   

 

 

   

 

 

   

 

 

     

Total Distressed

      36,598,839        44,978,047        7.05       
   

 

 

   

 

 

   

 

 

     

Equity Long/Short - High Hedge

           

Magnetar Equity Opportunities Fund LLC

  2/1/2011     982,154        1,339,150        0.21      7/31/2012   Monthly

Millennium USA, L.P.

  9/1/2008     26,518,795        37,147,925        5.83      9/30/2012   Quarterly
   

 

 

   

 

 

   

 

 

     

Total Equity Long/Short - High Hedge

      27,500,949        38,487,075        6.04       
   

 

 

   

 

 

   

 

 

     

Equity Long/Short - Opportunistic

           

Artha Emerging Markets Fund L.P.

  4/1/2010     15,000,000        14,126,427        2.21      9/30/2012   Quarterly

Highbridge Long/Short Equity Fund, L.P.

  1/1/2006     11,764,881        11,931,380        1.87      9/30/2012   Quarterly

Karsch Capital II, LP

  1/1/2006     13,354,785        14,510,494        2.28      9/30/2012   Quarterly

Lansdowne Global Financials Fund, L.P.

  1/1/2006     14,278,108        12,856,162        2.02      9/30/2012   Monthly

Lansdowne UK Equity Fund, L.P.

  5/1/2009     15,010,997        16,036,256        2.51      9/30/2012   Monthly

S.A.C. Capital Management, L.P.

  9/1/2009     28,360,327        37,359,214        5.86      9/30/2012   Quarterly (b)

Seligman Tech Spectrum Fund LLC

  11/1/2007     13,343,808        15,327,231        2.40      7/31/2012   Monthly

TPG-Axon Partners, LP

  10/1/2007     15,516,898        14,790,533        2.32      9/30/2012   Quarterly (b)

Valinor Capital Partners, L.P.

  7/1/2011     8,200,000        7,515,393        1.18      6/30/2013   Annually
   

 

 

   

 

 

   

 

 

     

Total Equity Long/Short - Opportunistic

      134,829,804        144,453,090        22.65       
   

 

 

   

 

 

   

 

 

     

 

The accompanying notes are an integral part of these financial statements and should be used in conjunction herewith.

5


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Alternative Investment Partners Absolute Return Fund

Schedule of Investments (Unaudited) (continued)

June 30, 2012

 

Description

  First
Acquisition
Date
  Cost     Fair
Value
    Percent
of Net
Assets
    Next
Available
Redemption
Date*
  Liquidity**
Investment Funds (continued)            

Event Driven Credit

           

Plainfield 2008 Liquidating LLC

  1/1/2009   $ 688,140      $ 181,948        0.03   (a)   (a)

Plainfield 2009 Liquidating LLC

  6/1/2009     1,312,514        317,241        0.05      (a)   (a)

Silver Point Capital Fund, L.P.

  5/1/2007     2,409,206        2,652,364        0.42      (b)   (b)
   

 

 

   

 

 

   

 

 

     

Total Event Driven Credit

      4,409,860        3,151,553        0.50       
   

 

 

   

 

 

   

 

 

     

Macro

           

Avantium Liquid EM Macro Fund LP

  11/1/2011     16,000,000        16,234,109        2.55      8/31/2012   Monthly

BlueCrest Capital L.P.

  7/1/2011     13,000,000        13,740,370        2.15      9/30/2012   Quarterly

Brevan Howard L.P.

  4/1/2009     21,711,108        25,240,996        3.96      9/30/2012   Monthly

Citadel Tactical Trading LLC

  1/1/2008     12,878,170        40,897,556        6.41      9/30/2012   Quarterly

D.E. Shaw Oculus Fund, L.L.C.

  11/1/2006     17,286,192        24,318,791        3.81      9/30/2012   Quarterly

Discovery Global Opportunity Partners, L.P.

  1/1/2008     12,434,854        17,612,845        2.76      12/31/2012   Semi-annually

Dymon Asia Macro (US) Fund

  3/1/2012     18,442,500        17,780,414        2.80      7/31/2012   Monthly

Fortress Asia Macro Fund LP

  7/1/2011     16,000,000        17,314,770        2.71      9/30/2012   Quarterly

QFR Victoria Fund, Ltd.

  2/1/2010     18,763,731        22,135,592        3.47      9/30/2012   Quarterly
   

 

 

   

 

 

   

 

 

     

Total Macro

      146,516,555        195,275,443        30.62       
   

 

 

   

 

 

   

 

 

     

Merger/Risk Arbitrage

           

Magnetar Global Event Driven Fund LLC

  7/1/2011     10,000,000        10,420,613        1.63      9/30/2012   Quarterly
   

 

 

   

 

 

   

 

 

     

Total Merger/Risk Arbitrage

      10,000,000        10,420,613        1.63       
   

 

 

   

 

 

   

 

 

     

Mortgage Arbitrage

           

DoubleLine Opportunistic Income Fund II LP

  4/1/2011     18,640,824        23,226,512        3.64      8/31/2012   Monthly

SPM Core Fund, L.P.

  12/1/2010     20,433,153        27,604,798        4.33      9/30/2012   Quarterly

Tilden Park Investment Fund LP

  3/1/2012     22,000,000        23,394,740        3.67      3/31/2013   Quarterly
   

 

 

   

 

 

   

 

 

     

Total Mortgage Arbitrage

      61,073,977        74,226,050        11.64       
   

 

 

   

 

 

   

 

 

     

 

The accompanying notes are an integral part of these financial statements and should be used in conjunction herewith.

6


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Alternative Investment Partners Absolute Return Fund

Schedule of Investments (Unaudited) (continued)

June 30, 2012

 

Description

  First
Acquisition
Date
  Cost     Fair
Value
    Percent
of Net
Assets
    Next
Available
Redemption
Date*
  Liquidity**

Investment Funds (continued)

           

Multi-Strategy

           

Citadel Wellington LLC

  8/1/2006   $ 16,626,393      $ 19,219,954        3.01   9/30/2012   Quarterly

D.E. Shaw Composite Fund, L.L.C.

  1/1/2006     3,159,528        3,234,330        0.51      (b)   (b)

HBK Fund II L.P.

  11/1/2009     22,449,529        25,857,726        4.05      9/30/2012   Quarterly (b)

KLS Diversified Fund LP

  8/1/2010     20,836,506        22,682,009        3.56      9/30/2012   Quarterly

Magnetar Capital Fund, LP

  1/1/2008     3,221,855        3,403,919        0.53      (b)   (b)

Magnetar Capital Fund II LP

  1/1/2010     20,502,017        21,177,375        3.32      9/30/2012   Quarterly

OZ Europe Domestic Partners II, L.P.

  4/1/2007     802,678        775,126        0.12      (b)   (b)

Perry Partners, L.P.

  11/1/2006     1,401,059        1,317,461        0.21      (b)   (b)

QVT Associates II LP

  7/1/2009     2,279,430        2,425,807        0.38      (a)   (a)

QVT Onshore LP

  3/1/2012     13,744,805        14,924,485        2.34      9/30/2012   Quarterly

QVT SLV Onshore Ltd.

  7/1/2009     4,645,144        5,287,056        0.83      (a)   (a)

QVT Special Investment Onshore Fund, Ltd.

  3/1/2012     1,301,969        1,405,927        0.22      (a)   (a)
   

 

 

   

 

 

   

 

 

     

Total Multi-Strategy

      110,970,913        121,711,175        19.08       
   

 

 

   

 

 

   

 

 

     

Restructurings and Value

           

Castlerigg Onshore SPV

  1/1/2009     160,518        122,671        0.02      (a)   (a)

Castlerigg Partners L.P.

  5/1/2007     18,190        18,697        0.00      (a)   (a)

One East Partners, LP

  8/1/2006     2,370,836        2,067,569        0.32      (a)   (a)

Owl Creek Overseas Fund, Ltd.

  2/1/2008     1,143,366        1,251,087        0.20      (b)   (b)

OZ Asia Domestic Partners, L.P.

  1/1/2006     53,281        9,114        0.00      (b)   (b)
   

 

 

   

 

 

   

 

 

     

Total Restructurings and Value

      3,746,191        3,469,138        0.54       
   

 

 

   

 

 

   

 

 

     

 

The accompanying notes are an integral part of these financial statements and should be used in conjunction herewith.

7


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Alternative Investment Partners Absolute Return Fund

Schedule of Investments (Unaudited) (continued)

June 30, 2012

 

Description

  First
Acquisition
Date
  Cost     Fair
Value
    Percent
of Net
Assets
    Next
Available
Redemption
Date*
  Liquidity**

Investment Funds (continued)

           

Statistical Arbitrage

           

GSA Alpha Capture, L.P.

  10/1/2010   $ 24,277,111      $ 25,429,982        3.99   7/31/2012   Monthly

Two Sigma Spectrum U.S. Fund, LP

  5/1/2011     21,850,000        23,736,629        3.72      9/30/2012   Quarterly
   

 

 

   

 

 

   

 

 

     

Total Statistical Arbitrage

      46,127,111        49,166,611        7.71       
   

 

 

   

 

 

   

 

 

     

Total Investments in Investment Funds

    $ 615,237,491        717,924,430        112.57       
   

 

 

         

Liabilities in excess of Other Assets

        (80,157,051     (12.57    
     

 

 

   

 

 

     

Total Net Assets

      $ 637,767,379        100.00    
     

 

 

   

 

 

     

Detailed information about all of the Investment Funds’ portfolios is not available.

 

* Investments in Investment Funds may be composed of multiple tranches. The Next Available Redemption Date relates to the earliest date after June 30, 2012 that redemption from a tranche is available. Other tranches may have an available redemption date that is after the Next Available Redemption Date. Redemptions from Investment Funds may be subject to fees.
** Available frequency of redemptions after initial lock-up period, if any. Different tranches may have different liquidity terms.
(a) The Fund’s interest in the Investment Fund is in liquidation. In addition to any redemption proceeds that may have already been received, the Fund will continue to receive proceeds periodically as the Investment Fund is able to liquidate underlying investments.
(b) A portion or all of the Fund’s interests in this Investment Fund are held in side pockets, which have restricted liquidity. See discussion in Note 2 to the financial statements.

The accompanying notes are an integral part of these financial statements and should be used in conjunction herewith.

 

8


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Alternative Investment Partners Absolute Return Fund

Schedule of Investments (Unaudited) (continued)

June 30, 2012

 

Strategy Allocation

   Percent of
Net
Assets
 

Macro

     30.62

Equity Long/Short - Opportunistic

     22.65   

Multi-Strategy

     19.08   

Mortgage Arbitrage

     11.64   

Statistical Arbitrage

     7.71   

Distressed

     7.05   

Equity Long/Short - High Hedge

     6.04   

Commodity Trading Advisors - Managed Futures

     5.11   

Merger/Risk Arbitrage

     1.63   

Restructurings and Value

     0.54   

Event Driven Credit

     0.50   
  

 

 

 

Total Investments in Investment Funds

     112.57
  

 

 

 

The accompanying notes are an integral part of these financial statements and should be used in conjunction herewith.

 

9


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Alternative Investment Partners Absolute Return Fund

Notes to Financial Statements (Unaudited)

June 30, 2012

 

1. Organization

Alternative Investment Partners Absolute Return Fund (the “Fund”) was organized under the laws of the State of Delaware as a statutory trust on May 12, 2005. The Fund commenced operations on January 1, 2006 and operates pursuant to an Agreement and Declaration of Trust (the “Trust Deed”). The Fund is registered under the U.S. Investment Company Act of 1940, as amended (the “1940 Act”), as a closed-end, non-diversified management investment company. The Fund’s investment objective is to seek capital appreciation principally through investing in investment funds (“Investment Funds”) managed by third party investment managers who employ a variety of “absolute return” investment strategies in pursuit of attractive risk-adjusted returns consistent with the preservation of capital. “Absolute return” refers to a broad class of investment strategies that are managed without reference to the performance of equity, debt and other markets. “Absolute return” investment strategies allow investment managers the flexibility to use leveraged or short-sale positions to take advantage of perceived inefficiencies across the global capital markets. The Fund may seek to gain investment exposure to certain Investment Funds or to adjust market or risk exposure by entering into derivative transactions, such as total return swaps, options and futures.

Morgan Stanley Alternative Investment Partners LP serves as the Fund’s “Special Shareholder.” The Special Shareholder shall make such contributions to the capital of the Fund from time to time in an amount sufficient for it to serve as “tax matters partner” for the Fund, which is treated as a partnership for U.S. federal income tax purposes. Morgan Stanley AIP GP LP, the general partner of the Special Shareholder, serves as the Fund’s investment adviser (the “Adviser”) and is responsible for providing day-to-day investment management services to the Fund, subject to the supervision of the Fund’s Board of Trustees (the “Board”). The Adviser is registered as an investment adviser under the U.S. Investment Advisers Act of 1940, as amended. The Special Shareholder and the Adviser are affiliates of Morgan Stanley. The Fund’s term is perpetual unless the Fund is otherwise terminated under the terms of the Trust Deed or unless and until required by law.

The Fund is a “Master” fund in a “Master-Feeder” structure whereby the feeder fund invests substantially all of its assets in the Fund. As of June 30, 2012, Alternative Investment Partners Absolute Return Fund STS, an indirect feeder fund to the Fund, represented 59.22% of the Fund’s net assets.

The Board has overall responsibility for monitoring and overseeing the Fund’s investment program and its management and operations. A majority of the members of the Board are not “interested persons” (as defined by the 1940 Act) of the Fund or the Adviser.

The Fund offers on a continuous basis through Morgan Stanley Distribution, Inc. (the “Distributor”), an affiliate of Morgan Stanley, 1,500,000 shares of beneficial interest (“Shares”). The initial closing date (“Initial Closing Date”) for public offering of Shares was July 1, 2006. Shares were offered until the Initial Closing Date at an initial offering price of $1,000 per Share, plus any applicable sales load, and have been continuously offered thereafter for purchase as of the first business day of each calendar month at the Fund’s then current net asset value per Share, plus any applicable sales load. The Distributor may enter into selected dealer agreements with various brokers and dealers (“Selling Agents”), some of which are affiliates of the Fund, that have agreed to participate in the distribution of the Fund’s Shares. Shares

 

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Alternative Investment Partners Absolute Return Fund

Notes to Financial Statements (Unaudited) (continued)

 

1. Organization (continued)

 

may also be purchased through any registered investment adviser (a “RIA”) that has entered into an arrangement with the Distributor for such RIA to recommend Shares to its clients in conjunction with a “wrap” fee, asset allocation or other management asset program by such RIA.

Shares are sold only to investors (“Shareholders”) that represent that they are “accredited investors” within the meaning of Rule 501(a) of Regulation D promulgated under the U.S. Securities Act of 1933, as amended. The minimum initial investment in the Fund by any Shareholder is $50,000. The minimum additional investment in the Fund by any Shareholder is $25,000. The minimum initial and additional investments may be reduced by the Fund with respect to certain Shareholders. Shareholders may only purchase their Shares through the Distributor, a Selling Agent or a RIA.

The Fund may from time to time offer to repurchase Shares (or portions of them) at net asset value pursuant to written tenders by Shareholders, and each such repurchase offer will generally apply to up to 15% of the net assets of the Fund. Repurchases are made at such times, in such amounts and on such terms as may be determined by the Board, in its sole discretion. In determining whether the Fund should offer to repurchase Shares (or portions of them) from Shareholders, the Board will consider the recommendations of the Adviser as to the timing of such an offer, as well as a variety of operational, business and economic factors. The Adviser expects that, generally, it will recommend to the Board that the Fund offer to repurchase Shares (or portions of them) from Shareholders quarterly, on each March 31, June 30, September 30 and December 31 (or, if any such date is not a business day, on the immediately preceding business day). In general, the Fund will initially pay at least 90% of the estimated value of the repurchased Shares to Shareholders as of the later of: (1) a period of within 30 days after the value of the Shares to be repurchased is determined, or (2) if the Fund has requested withdrawals of its capital from any Investment Funds in order to fund the repurchase of Shares, within ten business days after the Fund has received at least 90% of the aggregate amount withdrawn by the Fund from such Investment Funds. The remaining amount (the “Holdback Amount”) will be paid promptly after completion of the annual audit of the Fund and preparation of the Fund’s audited financial statements. As of June 30, 2012, the total of all Shareholders’ Holdback Amounts was $1,920,451 and is included in payable for share repurchases in the Statement of Assets and Liabilities.

 

2. Significant Accounting Policies

The following significant accounting policies are in conformity with U.S. generally accepted accounting principles (“US GAAP”). Such policies are consistently followed by the Fund in preparation of its financial statements. The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements, including the estimated fair value of investments. Actual results could differ from those estimates.

Portfolio Valuation

The net asset value of the Fund is determined as of the close of business at the end of any fiscal period, generally monthly, in accordance with the valuation principles set forth below or as may be determined from time to time pursuant to policies established by the Board.

 

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Alternative Investment Partners Absolute Return Fund

Notes to Financial Statements (Unaudited) (continued)

 

2. Significant Accounting Policies (continued)

Portfolio Valuation (continued)

 

As of June 30, 2012, all of the Fund’s portfolio was comprised of investments in Investment Funds.

The Board has approved procedures pursuant to which the Fund values its investments in Investment Funds at fair value, which ordinarily will be the amount equal to the Fund’s pro rata interest in the net assets of each such Investment Fund, as such value is supplied by, or on behalf of, the Investment Fund’s investment manager from time to time, usually monthly. Values received from, or on behalf of, the Investment Funds’ respective investment managers are typically estimates only, subject to subsequent revision by such investment managers. Such values are generally net of management fees and performance incentive fees or allocations payable to the Investment Funds’ managers or general partners pursuant to the Investment Funds’ operating agreements. The Investment Funds value their underlying investments in accordance with policies established by each Investment Fund, as described in each of their financial statements or offering memoranda. The Fund’s investments in Investment Funds are subject to the terms and conditions of the respective operating agreements and offering memoranda, as appropriate.

Some of the Investment Funds may hold a portion of their assets in “side pockets,” which are sub-funds within the Investment Funds that have restricted liquidity, potentially extending over a much longer period than the typical liquidity an investment in the Investment Funds may provide. Should the Fund seek to liquidate its investment in an Investment Fund that maintains these side pockets, the Fund might not be able to fully liquidate its investment without delay, which could be considerable. In such cases, until the Fund is permitted to fully liquidate its interest in the Investment Fund, the fair value of its investment could fluctuate based on adjustments to the value of the side pocket as determined by the Investment Fund’s investment manager.

The Adviser has designed ongoing due diligence processes with respect to Investment Funds and their investment managers, which assist the Adviser in assessing the quality of information provided by, or on behalf of, each Investment Fund and in determining whether such information continues to be reliable or whether further investigation is necessary. Such investigation, as applicable, may or may not require the Adviser to forego its normal reliance on the value supplied by, or on behalf of, such Investment Fund and to determine independently the fair value of the Fund’s interest in such Investment Fund, consistent with the Fund’s fair valuation procedures.

Where no value is readily available from an Investment Fund or where a value supplied by an Investment Fund is deemed by the Adviser not to be indicative of its fair value, the Adviser will delegate responsibility for valuation of such Investment Funds to the Fund of Hedge Funds Valuation Committee (the “Valuation Committee”). The Valuation Committee is responsible for determining and implementing the Fund’s valuation policies and procedures, which have been adopted by the Board and are subject to Board supervision. The Valuation Committee consists of representatives from Morgan Stanley’s accounting, financial reporting, corporate controller and risk management groups. A member of the Adviser’s investment team may attend each Valuation Committee meeting to provide knowledge, insight, and recommendations on valuation issues, but representatives of the investment team are not members of

 

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Alternative Investment Partners Absolute Return Fund

Notes to Financial Statements (Unaudited) (continued)

 

2. Significant Accounting Policies (continued)

Portfolio Valuation (continued)

 

the Valuation Committee and do not possess voting rights. The Adviser’s investment team will recommend to the Valuation Committee a fair value for an Investment Fund, determined based on the investment team’s knowledge of the Investment Fund, its industry expertise and such reasonably available relevant information as it considers material, including information obtained through communication with the Investment Fund’s investment manager. After consideration of the investment team’s recommendation, the Valuation Committee will determine, in good faith, the fair value of the Investment Fund. Because of the inherent uncertainty of valuation, the fair values of the Fund’s investments may differ significantly from the values that would have been used had a ready market for the investments held by the Fund been available.

Short-Term Investments

Short-term investments were invested in a money market fund. Investments in money market funds are valued at net asset value.

Income Recognition and Expenses

The Fund recognizes income and expenses on an accrual basis. Income, expenses and realized and unrealized gains and losses are recorded monthly. The changes in Investment Funds’ net asset value are included in net change in unrealized appreciation/depreciation on investments in Investment Funds in the Statement of Operations. Realized gain (loss) from investments in Investment Funds is calculated using specific identification.

Income and Withholding Taxes

No provision for federal, state, or local income taxes is required in the financial statements. In accordance with the U.S. Internal Revenue Code of 1986, as amended, each of the Shareholders and Special Shareholder is to include its respective share of the Fund’s realized profits or losses in its individual tax returns. The Fund files tax returns with the U.S. Internal Revenue Service and various states. The Fund expects to be treated as a partnership for U.S. federal income tax purposes.

The Fund is required to withhold up to 30% U.S. tax from U.S. source dividends and 35% U.S. tax from effectively connected income allocable to its non-U.S. Shareholders and to remit those amounts to the U.S. Internal Revenue Service on behalf of non-U.S. Shareholders. The rate of withholding is generally the rate at which the particular non-U.S. Shareholder is subject to U.S. federal income tax. The non-U.S. Shareholders are obligated to indemnify the Fund for any taxes that the Fund is required to withhold as well as any interest or penalties. Withholding taxes result in a redemption of Shares from the Fund for any non-U.S. Shareholders who incur the withholding.

 

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Alternative Investment Partners Absolute Return Fund

Notes to Financial Statements (Unaudited) (continued)

 

2. Significant Accounting Policies (continued)

Income and Withholding Taxes (continued)

 

For the period from January 1, 2012 to June 30, 2012, the Fund recorded an estimated tax withholding amount of $572,997 which is included in repurchases in the Statement of Changes in Net Assets.

The Fund has concluded there are no significant uncertain tax positions that would require recognition in the financial statements as of June 30, 2012. If applicable, the Fund recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in other expenses in the Statement of Operations. Generally, the tax authorities can examine all tax returns filed for the last three years.

 

3. Financial Instruments with Off-Balance Sheet Risk

In the normal course of business, the Investment Funds in which the Fund invests may trade various financial instruments and enter into various investment activities with off-balance sheet risk. These include, but are not limited to, short selling activities, written option contracts, and swaps. The Fund’s risk of loss in each Investment Fund is limited to the value of the Fund’s interest in each Investment Fund as reported by the Fund.

 

4. Fair Value of Financial Instruments

The fair value of the Fund’s assets and liabilities that qualify as financial instruments approximates the carrying amounts presented in the Statement of Assets and Liabilities. Fair value is defined as the price that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market the most advantageous market for the investment or liability. The Fund uses a three-tier hierarchy to distinguish between (a) inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (b) inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the fair value of the Fund’s investments. The inputs are summarized in the three broad levels listed below:

 

   

Level 1 – quoted prices in active markets for identical investments

 

   

Level 2 – other significant observable inputs (including quoted prices for similar investments, fair value of investments for which the Fund has the ability to fully redeem tranches at net asset value as of the measurement date or within the near term, short-term investments that are valued at amortized cost)

 

   

Level 3 – significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments, fair value of investments for which the Fund does not have the ability to fully redeem tranches at net asset value as of the measurement date or within the near term)

 

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Alternative Investment Partners Absolute Return Fund

Notes to Financial Statements (Unaudited) (continued)

 

4. Fair Value of Financial Instruments (continued)

 

The inputs or methodology used for valuing investments are not necessarily an indication of the risk associated with investing in those investments.

The units of account that are valued by the Fund are its interests in the Investment Funds or other financial instruments and not the underlying holdings of such Investment Funds or other financial instruments. Thus, the inputs used by the Fund to value its investments in each of the Investment Funds or other financial instruments may differ from the inputs used to value the underlying holdings of such Investment Funds or other financial instruments.

The Fund’s policy is to recognize transfers between Levels 1, 2 or 3 and transfers due to strategy reclassification, if any, as if they occurred as of the beginning of the reporting period. For the period from January 1, 2012 to June 30, 2012, the Fund did not have any transfers between Levels 1 and 2.

The following is a summary of the inputs used for investment tranches as of June 30, 2012 in valuing the Fund’s investments carried at fair value:

 

     Level 1      Level 2      Level 3      Total  

Investment Funds

           

Commodity Trading Advisors - Managed Futures

   $ —         $ 32,585,635       $ —         $ 32,585,635   

Distressed

     —           —           44,978,047         44,978,047   

Equity Long/Short - High Hedge

     —           1,339,150         37,147,925         38,487,075   

Equity Long/Short - Opportunistic

     —           92,303,343         52,149,747         144,453,090   

Event Driven Credit

     —           —           3,151,553         3,151,553   

Macro

     —           195,275,443         —           195,275,443   

Merger/Risk Arbitrage

     —           —           10,420,613         10,420,613   

Mortgage Arbitrage

     —           50,831,310         23,394,740         74,226,050   

Multi-Strategy

     —           41,901,963         79,809,212         121,711,175   

Restructurings and Value

     —           —           3,469,138         3,469,138   

Statistical Arbitrage

     —           49,166,611         —           49,166,611   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Investment Funds

   $ —         $ 463,403,455       $ 254,520,975       $ 717,924,430   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

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Alternative Investment Partners Absolute Return Fund

Notes to Financial Statements (Unaudited) (continued)

 

4. Fair Value of Financial Instruments (continued)

 

The following is a reconciliation of investment tranches for which significant unobservable inputs (Level 3) were used in determining value:

 

    Balance as of
December 31,
2011
    Transfers
into
Level 3
   

Transfers

out of

Level 3*

    Purchases     Sales     Net realized
gain (loss)
    Net change in
unrealized
appreciation/
depreciation
   

Balance as of
June 30,

2012

 

Investment Funds

               

Distressed

  $ 50,523,244      $ —        $ —        $ —        $ (7,723,199   $ 1,302,481      $ 875,521      $ 44,978,047   

Equity Long/Short - High Hedge

    39,309,695        —          —          —          (3,299,141     863,464        273,907        37,147,925   

Equity Long/Short - Opportunistic

    62,675,955        —          (6,648,353     —          (7,000,000     1,815,701        1,306,444        52,149,747   

Event Driven Credit

    4,848,248        —          —          112,174        (2,415,454     (4,995,533     5,602,118        3,151,553   

Merger/Risk Arbitrage

    9,893,396        —          —          —          —          —          527,217        10,420,613   

Mortgage Arbitrage

    —          —          —          22,000,000        —          —          1,394,740        23,394,740   

Multi-Strategy

    76,489,862        —          —          541,451        (2,499,156     (2,080,771     7,357,826        79,809,212   

Restructurings and Value

    3,299,700        —          —          —          (203,478     (2,761     375,677        3,469,138   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Investment Funds

  $ 247,040,100      $ —        $ (6,648,353   $ 22,653,625      $ (23,140,428   $ (3,097,419   $ 17,713,450      $ 254,520,975   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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Alternative Investment Partners Absolute Return Fund

Notes to Financial Statements (Unaudited) (continued)

 

4. Fair Value of Financial Instruments (continued)

 

     Net change in unrealized appreciation/
depreciation on Level 3 investment tranches
still held as of June 30, 2012
 

Investment Funds

  

Distressed

   $ 875,521   

Equity Long/Short - High Hedge

     273,924   

Equity Long/Short - Opportunistic

     2,067,537   

Event Driven Credit

     5,550,117   

Merger/Risk Arbitrage

     527,217   

Mortgage Arbitrage

     1,394,740   

Multi-Strategy

     6,124,346   

Restructurings and Value

     375,677   
  

 

 

 

Total Investment Funds

   $ 17,189,079   
  

 

 

 

 

* Transfers out of Level 3 of $ 6,648,353 are due to changes in the Fund’s ability to fully redeem investment tranches, based on changes to the available redemption date for each applicable investment tranche.

 

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Alternative Investment Partners Absolute Return Fund

Notes to Financial Statements (Unaudited) (continued)

 

5. Investments in Investment Funds

The following table summarizes the fair value and liquidity terms of the Investment Funds as of June 30, 2012, aggregated by investment strategy:

 

     Fair Value     

Redemption

Frequency

(if applicable)

  

Redemption
Notice Period

(if applicable)

Investment Funds

        

Commodity Trading Advisors - Managed Futures (a)

   $ 32,585,635       Monthly    10-18 days

Distressed (b)

     44,978,047       Not Applicable    Not Applicable

Equity Long/Short - High Hedge (c)

     38,487,075       Monthly to Quarterly    30-90 days

Equity Long/Short - Opportunistic (d)

     144,453,090       Monthly to Annually    30-90 days

Event Driven Credit (e)

     3,151,553       Not Applicable    Not Applicable

Macro (f)

     195,275,443       Monthly to Semi-annually    30-90 days

Merger/Risk Arbitrage (g)

     10,420,613       Quarterly    90 days

Mortgage Arbitrage (h)

     74,226,050       Monthly to Quarterly    45-60 days

Multi-Strategy (i)

     121,711,175       Quarterly    45-90 days

Restructurings and Value (j)

     3,469,138       Not Applicable    Not Applicable

Statistical Arbitrage (k)

     49,166,611       Monthly to Quarterly    30-55 days
  

 

 

       

Total Investment Funds

   $ 717,924,430         
  

 

 

       

 

(a) Investment Funds in this strategy invest in a variety of futures contracts, including currencies, interest rates, stocks, stock market indexes, derivatives, and commodities. These Investment Funds build quantitative models to price futures and then take long and short positions in the futures.
(b) Investment Funds in this strategy invest in, and may sell short, the securities of companies where the security’s price has been, or is expected to be, affected by a distressed situation such as a bankruptcy or corporate restructuring. Investment Fund tranches representing 7.05% of the Fund’s net assets have restricted liquidity because such Investment Fund tranches are in liquidation. The Fund estimates the remaining restriction period for such Investment Fund tranches to up to 3 years.
(c) Investment Funds in this strategy seek to profit by exploiting pricing inefficiencies between related equity securities, neutralizing exposure to market risk by combining long and short positions.
(d) Investment Funds in this strategy consist of a core holding of long equities hedged at all times with short sales of stocks or stock index options. Some of the Investment Funds’ respective investment managers maintain a substantial portion of assets within a hedged structure and commonly employ leverage. Investment Fund tranches representing 0.93% of the Fund’s net assets have restricted liquidity because such Investment Fund tranches are held in side pockets. The Fund estimates the remaining restriction period for such Investment Fund tranches to range from up to 5 years to up to 6 years.
(e) Investment Funds in this strategy invest in debt securities created by significant transactional events, such as spin-offs, mergers and acquisitions, bankruptcy reorganizations and recapitalizations. Investment Fund tranches representing 0.50% of the Fund’s net assets have restricted liquidity because such Investment Fund tranches are held in side pockets or are in liquidation. The Fund estimates the remaining restriction period for such Investment Fund tranches to range from up to 2 years to up to 3 years.
(f) Investment Funds in this strategy invest by making leveraged bets on anticipated price movements of stock markets, interest rates, foreign exchange and physical commodities.
(g) Investment Fund in this strategy involves investing in securities of companies that are the subject of some form of extraordinary corporate transaction, including acquisition or merger proposals, exchange offers, cash tender offers and leveraged buy-outs.

 

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Alternative Investment Partners Absolute Return Fund

Notes to Financial Statements (Unaudited) (continued)

 

5. Investments in Investment Funds (continued)

 

(h) Investment Funds in this strategy seek to exploit pricing differentials between various issues of mortgage-related bonds.
(i) Investment Funds in this strategy tactically allocate capital to various hedge fund strategies based on their perceived risk and return profiles. Investment Fund tranches representing 2.94% of the Fund’s net assets have restricted liquidity because such Investment Fund tranches are held in side pockets or are in liquidation. The Fund estimates the remaining restriction period for such Investment Fund tranches representing 1.51% of the Fund’s net assets to range from up to 4 years to up to 5 years. The remaining restriction period for Investment Fund tranches representing 1.43% of the Fund’s net assets is uncertain however such redemption restrictions have been in place for less than 1 year.
(j) Investment Funds in this strategy invest in restructuring companies that are undergoing significant corporate events such as spin-offs, recapitalizations, litigation events, strategic realignment, and other major changes. It also includes “value” investments in securities that are believed to be underpriced relative to their intrinsic or fundamental value or which are expected to appreciate in value if circumstances change or an anticipated event occurs. Investment Fund tranches representing 0.54% of the Fund’s net assets have restricted liquidity because such Investment Fund tranches are held in side pockets or are in liquidation. The Fund estimates the remaining restriction period for such Investment Fund tranches to range from up to 2 years to up to 4 years.
(k) Investment Funds in this strategy profit from temporary pricing discrepancies between related securities. This irregularity offers an opportunity to go long the cheaper security and to short the more expensive one in an attempt to profit as the prices of the two revert to their norm, or mean.

As of June 30, 2012, 3.06% of the Fund’s net assets were invested in side pockets maintained by the Investment Funds. As of June 30, 2012, 8.90% of the Fund’s net assets were invested in Investment Funds that are in liquidation.

For the period from January 1, 2012 to June 30, 2012, aggregate purchases and proceeds from sales of investments in Investment Funds were $41,186,080 and $104,935,893, respectively.

The 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 Schedules K-1. Such tax adjustments for the year ended December 31, 2012 will be made once the Fund has received all 2012 Schedules K-1 from the Investment Funds.

 

6. Investment Receivables and Payables

As of June 30, 2012, $64,344,209 was due to the Fund from Investment Funds. The receivable amount represents the fair value of certain Investment Fund tranches, net of management fees and incentive fees/allocations, that were redeemed by the Fund at period-end or holdback amounts that will be received from certain Investment Funds. Substantially all of the receivable balance was collected subsequent to the balance sheet date.

Prepaid investments in Investment Funds represents amounts transferred to Investment Funds prior to period-end relating to investments to be made effective July 1, 2012, pursuant to each Investment Fund’s operating agreements.

 

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Alternative Investment Partners Absolute Return Fund

Notes to Financial Statements (Unaudited) (continued)

 

7. Management Fee, Related Party Transactions and Other

The Fund bears all expenses related to its investment program, including, but not limited to, expenses borne indirectly through the Fund’s investments in the underlying Investment Funds.

In consideration of the advisory and other services provided by the Adviser to the Fund, the Fund pays the Adviser a monthly management fee of 0.125% (1.50% on an annualized basis) of the Fund’s month end net asset value. The management fee is an expense paid out of the Fund’s assets and is computed based on the value of the net assets of the Fund as of the close of business on the last business day of each month, before adjustments for any repurchases effective on that day. The management fee is in addition to the asset-based fees and incentive fees or allocations charged by the underlying Investment Funds and indirectly borne by Shareholders in the Fund. For the period from January 1, 2012 to June 30, 2012, the Fund incurred management fees of $5,226,736, of which $850,571 was payable to the Adviser at June 30, 2012.

Effective May 1, 2012, the Distributor and Selling Agents may charge Shareholders a sales load of up to 3% of the Shareholder’s purchase. Investments less than $250,000 will be subject to a maximum sales load of 3%; investments of $250,000 - $999,999 will be subject to a maximum sales load of 2%; investments of $1,000,000 - $4,999,999 will be subject to a maximum sales load of 1%; and investments of $5,000,000 or more will be subject to a maximum sales load of 0.5%. The Distributor or a Selling Agent may, in its discretion, waive the sales load for certain investors. In addition, purchasers of Shares in conjunction with certain “wrap” fee, asset allocation or other managed asset programs sponsored by an investment adviser, including an affiliate of the Adviser, or Morgan Stanley and its affiliates (including the Adviser) and the directors, partners, principals, officers and employees of Morgan Stanley and its affiliates may not be charges a sales load by the Distributor or Selling Agent.

Prior to May 1, 2012, the Distributor or Selling Agent were able to charge Shareholders a sales load of up to 3% of the Shareholder’s purchase. Investments of $50,000 - $249,999 were subject to a maximum sales load of 3%; investments of $250,000 - $499,999 were subject to a maximum sales load of 2%; investments of $500,000 - $999,999 were subject to a maximum sales load of 1.5%; investments of $1,000,000 - $4,999,999 were subject to a maximum sales load of 1%; and investments of $5,000,000 or more were not subject to a sales load.

The Fund pays the Distributor, and the Distributor pays each financial institution, broker-dealer and other industry professional (collectively, “Service Agents”) that enters into a shareholder servicing agreement with the Distributor, a quarterly shareholder servicing fee of 0.0625% (0.25% on an annualized basis) of the net asset value of the outstanding Shares beneficially owned by clients of the Distributor or the Service Agent. In exchange for this fee, the Distributor or the Service Agent, as the case may be, responds to Shareholder inquiries about the Fund, facilitates Fund communications with Shareholders, assists Shareholders in changing account designations or addresses, and assists Shareholders in processing repurchase requests. For the period from January 1, 2012 to June 30, 2012, the Fund incurred shareholder servicing fees of $865,448, of which $748,869 was payable to the Distributor at June 30, 2012.

State Street Bank and Trust Company (“State Street”) provides accounting and administrative services to the Fund. Under an administrative services agreement, State Street is paid an administrative fee, computed and payable monthly at an annual rate ranging from 0.030% to 0.045%, based on the aggregate

 

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Alternative Investment Partners Absolute Return Fund

Notes to Financial Statements (Unaudited) (continued)

 

7. Management Fee, Related Party Transactions and Other (continued)

 

monthly net assets of certain Morgan Stanley products, including the Fund, for which State Street serves as the administrator. The administrative services fee is subject to an annual aggregate minimum based on $125,000 per Morgan Stanley product. State Street also serves as the Fund’s custodian. Under a custody services agreement, State Street is paid a custody fee monthly at an annual rate ranging from 0.015% to 0.020%, based on i) the aggregate monthly net assets of certain Morgan Stanley products, including the Fund, for which State Street serves as the custodian, and ii) investment purchases and sales activity related to the Fund.

The Fund is charged directly for certain reasonable out-of-pocket expenses related to the accounting, administrative and custodial services provided by State Street to the Fund.

The Fund has a deferred compensation plan (the “DC Plan”) that allows each member of the Board that is not an affiliate of Morgan Stanley to defer payment of all, or a portion, of the fees he or she receives for serving on the Board throughout the year. Each eligible member of the Board generally may elect to have the deferred amounts invested in the DC Plan in order to earn a return equal to the total return on one or more of the Morgan Stanley products that are offered as investment options under the DC Plan. Investments in the DC Plan, unrealized appreciation/depreciation on such investments and distributions received from these investments are recorded with an offsetting increase/decrease in the deferred compensation obligation and do not affect the net asset value of the Fund. At June 30, 2012, the Fund’s proportionate share of assets attributable to the DC Plan was $15,379, which is included in the Statement of Assets and Liabilities under other assets and accrued expenses and other liabilities.

Boston Financial Data Services, Inc. (“BFDS”) serves as the Fund’s transfer agent. Transfer Agent Fees are payable monthly based on an annual per Shareholder account charge plus out-of-pocket expenses incurred by BFDS on the Fund’s behalf.

 

8. Note Payable

Effective December 21, 2009, the Fund entered into a note payable agreement (the “Note”) with Credit Suisse International. The maximum availability under the Note is $125,000,000. The interest rate on the borrowings is 3-month USD LIBOR plus 1.80% per annum. The Fund is charged a minimum interest rate of 1.80% per annum on $75,000,000, less any drawdowns. The Fund has the option to reduce the minimum borrowing at any time. Under the terms of the Note, borrowings are repayable at any time by the maturity date, October 31, 2013. On the 15th day of each month, any unpaid accrued interest expense shall automatically be rolled over into the principal amount of the borrowings. At June 30, 2012, $105,240,338 was outstanding against the Note. For the period from January 1, 2012 to June 30, 2012, the Fund incurred interest expense of $992,316 in connection with the Note. Borrowings are secured by investments in Investment Funds. Detailed below is summary information concerning the borrowings:

 

# of Days Outstanding

  

Average Daily Balance

  

Annualized Weighted Average Rate

182

   $85,351,501    2.30%

 

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Alternative Investment Partners Absolute Return Fund

Notes to Financial Statements (Unaudited) (continued)

 

9. Contractual Obligations

The Fund enters into contracts that contain a variety of indemnifications. The Fund’s maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.

 

10. Financial Highlights

The following represents per Share data, ratios to average net assets and other financial highlights information for Shareholders. The calculations below are not annualized for periods less than one year.

 

    For the Period
from January 1,
2012 to June 30,
2012
    For the Year
Ended
December 31,
2011
    For the Year
Ended
December 31,
2010
    For the Year
Ended
December 31,
2009
    For the Year
Ended
December 31,
2008
    For the Year
Ended
December 31,
2007
 

For a Share outstanding throughout the period:

           

Net asset value, beginning of period

  $ 1,137.87      $ 1,127.10      $ 1,069.96      $ 927.49      $ 1,235.33      $ 1,097.12   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net investment income (loss) (a)

    (13.15     (22.13     (21.46     (18.99     (20.13     (21.58

Net realized and unrealized gain (loss) from investments

    59.01        32.90        78.60        161.46        (287.71     159.79   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease) resulting from operations

    45.86        10.77        57.14        142.47        (307.84     138.21   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

  $ 1,183.73      $ 1,137.87      $ 1,127.10      $ 1,069.96      $ 927.49      $ 1,235.33   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total return (b)

    4.03     0.96     5.34     15.36     (24.92 %)      12.60

Ratio of total expenses (c)

    1.11     2.13     2.08     1.91     1.88     1.89

Ratio of net investment income (loss) (d)

    (1.11 %)      (1.93 %)      (1.99 %)      (1.90 %)      (1.81 %)      (1.80 %) 

Portfolio turnover

    5     18     23     38     23     28

Net assets, end of period (000s)

  $ 637,767      $ 686,379      $ 902,955      $ 993,440      $ 985,726      $ 923,497   

 

(a) Calculated based on the average shares outstanding methodology.
(b) Total return assumes a subscription of a Share in the Fund at the beginning of the period indicated and a repurchase of the Share on the last day of the period, and does not reflect the impact of the sales load, if any, incurred when subscribing to the Fund.
(c) Ratio does not reflect the Fund’s proportionate share of the expenses of the Investment Funds.
(d) Ratio does not reflect the Fund’s proportionate share of the income and expenses of the Investment Funds.

The above ratios and total returns have been calculated for the Shareholders taken as a whole. An individual Shareholder’s return and ratios may vary from these returns and ratios due to the timing of Share transactions and withholding tax allocation, as applicable.

 

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Alternative Investment Partners Absolute Return Fund

Notes to Financial Statements (Unaudited) (continued)

 

11. Subsequent Events

Unless otherwise stated throughout the Notes to the financial statements, the Fund noted no subsequent events that require disclosure in or adjustment to the financial statements.

 

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Alternative Investment Partners Absolute Return Fund

Investment Advisory Agreement Approval (Unaudited)

Nature, Extent and Quality of Services

The Board reviewed and considered the nature and extent of the investment advisory services provided by the Adviser under the Fund’s investment advisory agreement (the “Advisory Agreement” ), including selection of Investment Funds for investment of the Fund’s assets, allocation of the Fund’s assets among, and monitoring performance of, Investment Funds, evaluation of risk exposure of Investment Funds and reputation, experience and training of investment managers, management of short-term cash and operations of the Fund, day-to-day portfolio management and general due diligence examination of Investment Funds before and after committing assets of the Fund for investment. The Board also reviewed and considered the nature and extent of the non-advisory, administrative services that the Adviser provides, or arranges at its expense, under the Advisory Agreement, including among other things, providing to the Fund office facilities, equipment and personnel.

The Board reviewed and considered the qualifications of the portfolio managers, the senior administrative managers and other key personnel of the Adviser who provide the advisory and administrative services to the Fund. The Board determined that the Adviser’s portfolio managers and key personnel are well qualified by education and/or training and experience to perform the services in an efficient and professional manner. The Board concluded that the nature and extent of the advisory and administrative services provided were necessary and appropriate for the conduct of the business and investment activities of the Fund and supported its decision to approve the Advisory Agreement.

Performance, Fees and Expenses of the Fund

The Board reviewed the performance of the Fund compared to an appropriate benchmark and its peers, as determined by the Adviser. The Board also reviewed the fees and expenses of the Fund compared to its peers, as determined by Lipper, Inc. (“Lipper”). The Board discussed with the Adviser the performance goals and the actual results achieved in managing the Fund. When considering a fund’s performance, the Board and the Adviser place emphasis on trends and longer-term returns (focusing on one-year, three-year and five-year performance, as of December 31, 2011 and February 29, 2012, or since inception, as applicable). When a fund underperforms its benchmark and/or its peer group average, the Board and the Adviser discuss the causes of such underperformance and, where necessary, they discuss specific changes to investment strategy or investment personnel. The Board noted that the performance of the Fund was better than its benchmark for the one-, three- and five-year periods ended December 31, 2011, February 29, 2012 and March 31, 2012. The Board noted that the performance of the Fund was better than its Lipper peer group average for the one- year period but below its peer group average for the three- and five-year periods, each ended December 31, 2011. The Board also noted that the performance of the Fund was better than its Management selected peer group average for the one- and three-year periods but below its peer group average for the five-year period, each ended February 29, 2012. The Board discussed with the Adviser the level of the advisory fee for this Fund relative to comparable funds and/or other accounts advised by the Adviser and/or compared to its peers as determined by Lipper. In addition to the advisory fee, the Board also reviewed the Fund’s total expense ratio. The Board noted that the advisory fee was higher than the Fund’s peer group average and the total expense ratio was higher but close to its peer group average and equal to its peer group median. After discussion, the Board concluded that (i) the Fund’s performance was acceptable, (ii) the Fund’s advisory fee was acceptable, and (iii) total expense ratio was competitive with its Lipper peer group average.

 

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Alternative Investment Partners Absolute Return Fund

Investment Advisory Agreement Approval (Unaudited) (continued)

 

Economies of Scale

The Board considered the size and growth prospects of the Fund and how that relates to the Fund’s total expense ratio and particularly the Fund’s advisory fee rate, which does not include breakpoints. In conjunction with its review of the Adviser’s profitability, the Board discussed with the Adviser how a change in assets can affect the efficiency or effectiveness of managing the Fund and whether the advisory fee level is appropriate relative to current and projected asset levels and/or whether the advisory fee structure reflects economies of scale as asset levels change. The Board concluded that economies of scale for the Fund were not a factor that needed to be considered at the present time.

Profitability of the Adviser and Affiliates

The Board considered information concerning the costs incurred and profits realized by the Adviser and its affiliates during the last year from their relationship with the Fund and during the last two years from their relationship with the Morgan Stanley Fund Complex and reviewed with the Adviser the cost allocation methodology used to determine the profitability of the Adviser and affiliates. The Board has determined that its review of the analysis of the Adviser’s expenses and profitability supports its decision to approve the Advisory Agreement.

Other Benefits of the Relationship

The Board considered other benefits to the Adviser and its affiliates derived from their relationship with the Fund and other funds advised by the Adviser. The Board considered sales charges on shares of the Fund charged by a broker-dealer affiliate of the Adviser. The Board also considered that an affiliate of the Adviser receives from the Fund a shareholder servicing fee for services provided by the affiliate to its customers who are shareholders of the Fund. The Board also considered that affiliated brokers, dealers or other financial intermediaries (“Intermediaries”) may receive payments from the Adviser in connection with the (i) sale, distribution or retention of shares of the Fund and/or shares of Alternative Investment Partners Absolute Return Fund STS and/or (ii) shareholder servicing. The Board reviewed with the Adviser these arrangements and the reasonableness of the Adviser’s costs relative to the services performed. The Board has determined that its review of the other benefits received by the Adviser or its affiliates supports its decision to approve the Advisory Agreement.

Resources of the Adviser and Historical Relationship Between the Fund and the Adviser

The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Advisory Agreement. The Board also reviewed and considered the historical relationship between the Fund and the Adviser, including the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for managing the Fund’s operations and the Board’s confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Advisory Agreement and that it is beneficial for the Fund to continue its relationship with the Adviser.

 

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Alternative Investment Partners Absolute Return Fund

Investment Advisory Agreement Approval (Unaudited) (continued)

 

Other Factors and Current Trends

The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund’s Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Fund’s business.

General Conclusion

After considering and weighing all of the above factors, the Board concluded that it would be in the best interest of the Fund and its Shareholders to approve renewal of the Advisory Agreement for another year. In reaching this conclusion, the Board did not give particular weight to any single factor referenced above. The Board considered these factors over the course of numerous meetings, some of which were in executive session with only the independent Board members and their counsel present. It is possible that individual Board members may have weighed these factors differently in reaching their individual decisions to approve the Advisory Agreement.

 

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Alternative Investment Partners Absolute Return Fund

Proxy Voting Policies and Procedures and Proxy Voting Record (Unaudited)

A copy of (1) the Fund’s policies and procedures with respect to the voting of proxies relating to the Investment Funds; and (2) how the Fund voted proxies relating to Investment Funds during the most recent 12-month period ended June 30 is available without charge, upon request, by calling the Fund at 1-888-322-4675. This information is also available on the Securities and Exchange Commission’s website at http://www.sec.gov.

Quarterly Portfolio Schedule (Unaudited)

The Fund also files a complete schedule of portfolio holdings with the Securities and Exchange Commission for the Fund’s first and third fiscal quarters on Form N-Q. The Fund’s Forms N-Q are available on the Securities and Exchange Commission’s website at http://www.sec.gov. The Fund’s Forms N-Q may be reviewed and copied at the Securities and Exchange Commission’s Public Reference Room in Washington, D.C. and information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. Once filed, the most recent Form N-Q will be available without charge, upon request, by calling the Fund at 1-888-322-4675.

 

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Alternative Investment Partners Absolute Return Fund

100 Front Street, Suite 400

West Conshohocken, PA 19428

Trustees

Michael Nugent, Chairperson of the Board and Trustee

Frank L. Bowman

Michael Bozic

Kathleen A. Dennis

James F. Higgins

Dr. Manuel H. Johnson

Joseph J. Kearns

Michael F. Klein

W. Allen Reed

Fergus Reid

Officers

Jacques Chappuis, President and Principal Executive Officer

Stefanie V. Chang Yu, Vice President

Mustafa Jama, Vice President

Matthew Graver, Vice President

Mary Ann Picciotto, Chief Compliance Officer

Noel Langlois, Treasurer and Chief Financial Officer

Mary E. Mullin, Secretary

Investment Adviser

Morgan Stanley AIP GP LP

100 Front Street, Suite 400

West Conshohocken, PA 19428

Administrator, Custodian, Fund Accounting Agent and Escrow Agent

State Street Bank and Trust Company

One Lincoln Street

Boston, MA 02111

Transfer Agent

Boston Financial Data Services, Inc.

30 Dan Road

Canton, MA 02021

Independent Registered Public Accounting Firm

Ernst & Young LLP

One Commerce Square

2005 Market Street, Suite 700

Philadelphia, PA 19103

Legal Counsel

Dechert LLP

1095 Avenue of the Americas

New York, NY 10036

Kramer Levin Naftalis & Frankel LLP

1177 Avenue of the Americas

New York, NY 10036

 

28


ITEM 2.

   CODE OF ETHICS. Not applicable to a semi-annual report.

ITEM 3.

   AUDIT COMMITTEE FINANCIAL EXPERT. Not applicable to a semi-annual report.

ITEM 4.

   PRINCIPAL ACCOUNTANT FEES AND SERVICES. Not applicable to a semi-annual report.

ITEM 5.

   AUDIT COMMITTEE OF LISTED REGISTRANTS. Not applicable to the Registrant.

ITEM 6.

   SCHEDULE OF INVESTMENTS. Refer to Item 1.

ITEM 7.

   DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not applicable to a semi-annual report.

ITEM 8.

   PORTFOLIO MANAGERS. Not applicable.

ITEM 9.

   PURCHASES OF EQUITY SECURITIES. Not applicable to the Registrant.

ITEM 10.

   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
   Not applicable.

ITEM 11.

   CONTROLS AND PROCEDURES.

 

(a) The Registrant’s principal executive officer and principal financial officer have concluded that the Registrant’s disclosure controls and procedures are sufficient to ensure that information required to be disclosed by the Registrant in this Form N-CSR was recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, based upon such officers’ evaluation of these controls and procedures as of a date within 90 days of the filing date of the report.

 

(b) There were no changes in the Registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal half-year (the registrant’s second fiscal half-year in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

ITEM 12.

   EXHIBITS.

(a)

(1) Code of Ethics is not applicable to a semi-annual report.

(2) Certifications of Principal Executive Officer and Principal Financial Officer attached to this report as part of EX-99.CERT.


SIGNATURES

Pursuant to the requirements of 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.

ALTERNATIVE INVESTMENT PARTNERS ABSOLUTE RETURN FUND STS

 

By:  

/s/ Jacques Chappuis

Name:   Jacques Chappuis
Title:   President
Date:   September 7, 2012

Pursuant to the requirements of 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:  

/s/ Jacques Chappuis

Name:   Jacques Chappuis
Title:   Principal Executive Officer
Date:   September 7, 2012
By:  

/s/ Noel Langlois

Name:   Noel Langlois
Title:   Principal Financial Officer
Date:   September 7, 2012