N-CSRS 1 d594459dncsrs.htm AIP MACRO REGISTERED FUND P AIP Macro Registered Fund P

 

 

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: 811-22683

 

 

AIP MACRO REGISTERED FUND P

(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, 2013

 

 

 


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:


LOGO

 

 

 

     

AIP MACRO REGISTERED FUND P

 

Financial Statements (Unaudited)

 

For the Period from January 1, 2013 to

June 30, 2013


LOGO

 

 

 

AIP Macro Registered Fund P

Financial Statements (Unaudited)

For the Period from January 1, 2013 to June 30, 2013

Contents

 

Financial Statements (Unaudited)

  

Statement of Assets and Liabilities

     1   

Statement of Operations

     2   

Statement of Changes in Net Assets

     3   

Statement of Cash Flows

     4   

Notes to Financial Statements

     5   

Proxy Voting Policies and Procedures and Proxy Voting Record

     13   

Quarterly Portfolio Schedule

     13   

Unaudited financial statements for AIP Macro Registered Fund A for the period from January 1, 2013 to June 30, 2013 are attached to these financial statements and are an integral part thereof.


LOGO

 

 

 

AIP Macro Registered Fund P

Statement of Assets and Liabilities (Unaudited)

June 30, 2013

 

Assets

  

Investment in AIP Macro Registered Fund A, at fair value (cost $40,908,786)

   $ 42,143,808   

Cash

     175,090   

Prepaid investment in AIP Macro Registered Fund A

     3,058,000   

Repurchases receivable from AIP Macro Registered Fund A

     600,000   

Due from adviser

     29,899   

Other assets

     1,037   
  

 

 

 

Total assets

     46,007,834   
  

 

 

 

Liabilities

  

Subscriptions received in advance

     3,058,000   

Payable for share repurchases

     600,000   

Accrued expenses and other liabilities

     74,711   
  

 

 

 

Total liabilities

     3,732,711   
  

 

 

 

Net assets

   $ 42,275,123   
  

 

 

 

Net assets consist of:

  

Net capital

   $ 41,163,292   

Accumulated undistributed net investment income (loss)

     (148,467

Accumulated net realized gain (loss) from investments

     25,276   

Net unrealized appreciation on investments

     1,235,022   
  

 

 

 

Net assets

   $ 42,275,123   
  

 

 

 

Net asset value per share:

  

40,684.478 shares issued and outstanding, no par value, 1,000,000 registered shares

   $ 1,039.10   

Maximum offering price per share

  

($1,039.10 plus sales load of 3% of net asset value per share)

   $ 1,070.27   

See accompanying notes and attached unaudited financial statements for AIP Macro Registered Fund A.

 

1


LOGO

 

 

 

AIP Macro Registered Fund P

Statement of Operations (Unaudited)

For the Period from January 1, 2013 to June 30, 2013

 

Expenses

  

Organization and offering costs

   $ 175,105   

Shareholder servicing fees

     55,409   

Professional fees

     37,875   

Registration fees

     17,414   

Transfer agent fees

     13,531   

Custody fees

     350   

Other

     7,608   
  

 

 

 

Total fund expenses

     307,292   

Expense reimbursements

     (158,825
  

 

 

 

Net expenses

     148,467   
  

 

 

 

Net investment income (loss)

     (148,467
  

 

 

 

Realized and unrealized gain (loss) from investments in AIP Macro Registered Fund A

  

Net realized gain (loss) from investments

     25,276   

Net change in unrealized appreciation/depreciation on investments

     700,432   
  

 

 

 

Net realized and unrealized gain (loss) from investments in AIP Macro Registered Fund A

     725,708   
  

 

 

 

Net increase (decrease) in net assets resulting from operations

   $ 577,241   
  

 

 

 

See accompanying notes and attached unaudited financial statements for AIP Macro Registered Fund A.

 

2


LOGO

 

 

 

AIP Macro Registered Fund P

Statement of Changes in Net Assets (Unaudited)

 

For the period from July 1, 2012* to December 31, 2012

  

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

  

Net investment income (loss)

   $ 381,883   

Net change in unrealized appreciation/depreciation on investments

     534,590   
  

 

 

 

Net increase (decrease) in net assets resulting from operations

     916,473   
  

 

 

 

Distributions to shareholders from:

  

Net investment income

     (385,138
  

 

 

 

Total distributions to shareholders

     (385,138
  

 

 

 

Shareholder transactions

  

Subscriptions (representing 32,697.197 shares)

     32,806,164   

Distributions reinvested (representing 379.536 shares)

     385,138   

Repurchases (representing 494.335 shares)

     (500,000
  

 

 

 

Net increase (decrease) in net assets from shareholder transactions

     32,691,302   
  

 

 

 

Total increase (decrease) in net assets

     33,222,637   

Net assets, beginning of period (representing 100.000 shares)

     100,000 ** 
  

 

 

 

Net assets, end of period (representing 32,682.398 shares)

   $ 33,322,637   
  

 

 

 

For the period from January 1, 2013 to June 30, 2013

  

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

  

Net investment income (loss)

   $ (148,467

Net realized gain (loss) from investments

     25,276   

Net change in unrealized appreciation/depreciation on investments

     700,432   
  

 

 

 

Net increase (decrease) in net assets resulting from operations

     577,241   
  

 

 

 

Shareholder transactions

  

Subscriptions (representing 8,579.503 shares)

     8,975,245   

Repurchases (representing 577.423 shares)

     (600,000
  

 

 

 

Net increase (decrease) in net assets from shareholder transactions

     8,375,245   
  

 

 

 

Total increase (decrease) in net assets

     8,952,486   

Net assets, beginning of period (representing 32,682.398 shares)

     33,322,637   
  

 

 

 

Net assets, end of period (representing 40,684.478 shares)

   $ 42,275,123   
  

 

 

 

 

* Commencement of operations.
** The Fund was initially capitalized with $100,000 of capital on May 14, 2012.

See accompanying notes and attached unaudited financial statements for AIP Macro Registered Fund A.

 

3


LOGO

 

 

 

AIP Macro Registered Fund P

Statement of Cash Flows (Unaudited)

For the Period from January 1, 2013 to June 30, 2013

 

Cash flows from operating activities

  

Net increase (decrease) in net assets resulting from operations

   $ 577,241   

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 allocated from AIP Macro Registered Fund A

     (25,276

Net change in unrealized appreciation/depreciation on investments allocated from AIP Macro Registered Fund A

     (700,432

Purchase of investments in AIP Macro Registered Fund A

     (9,144,246

Proceeds from sales of investments in AIP Macro Registered Fund A

     600,000   

(Increase) decrease in prepaid investment in AIP Macro Registered Fund A

     (2,158,000

(Increase) decrease in repurchases receivable from AIP Macro Registered Fund A

     (600,000

(Increase) decrease in deferred offering costs

     175,105   

(Increase) decrease in due from adviser

     38,220   

(Increase) decrease in other assets

     1,599   

Increase (decrease) in accrued expenses and other liabilities

     (25,508
  

 

 

 

Net cash provided by (used in) operating activities

     (11,261,297
  

 

 

 

Cash flows from financing activities

  

Subscriptions (including subscriptions received in advance)

     11,333,245   
  

 

 

 

Net cash provided by (used in) financing activities

     11,333,245   
  

 

 

 

Net change in cash

     71,948   

Cash at beginning of period

     103,142   
  

 

 

 

Cash at end of period

   $ 175,090   
  

 

 

 

Supplemental disclosure of cash flow information:

  

Conversion to shareholder subscriptions in 2013 of subscriptions received in advance during 2012

   $ 700,000   
  

 

 

 

See accompanying notes and attached unaudited financial statements for AIP Macro Registered Fund A.

 

4


LOGO

 

 

AIP Macro Registered Fund P

Notes to Financial Statements (Unaudited)

 

1. Organization

AIP Macro Registered Fund P (the “Fund”) was organized under the laws of the State of Delaware as a statutory trust on February 29, 2012. The Fund commenced operations on July 1, 2012 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. While non-diversified for 1940 Act purposes, the Fund intends to comply with the diversification requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), as such requirements are described in more detail below. The Fund has no fixed termination date and will continue 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 Macro Registered Fund A (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 (although it also intends to comply with Subchapter M diversification requirements, as described in more detail below). Morgan Stanley AIP GP LP, an affiliate of Morgan Stanley, serves as the Master Fund’s investment adviser (the “Investment Adviser”). Effective December 5, 2012, the Fund’s Board of Trustees approved a sub-advisory agreement between the Investment Adviser and Morgan Stanley Investment Management Limited for the latter to serve as the Master Fund’s sub-adviser (the “Sub-Adviser”) (collectively with the Investment Adviser, the “Adviser”). The Master Fund has the same investment objective as the Fund. The Master Fund’s investment objective is to seek long-term capital appreciation principally through investing in investment funds (“Investment Funds”) managed by third party investment managers who primarily employ a variety of “global macro” investment strategies in pursuit of attractive risk-adjusted returns consistent with the preservation of capital. “Global macro” 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. As of June 30, 2013, the Fund had a 95.21% 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 with the Fund’s 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, the Investment Adviser or the Sub-Adviser. The same Trustees also serve as the Master Fund’s Board of Trustees.

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.

 

See attached unaudited financial statements for AIP Macro Registered Fund A.

 

5


LOGO

 

 

AIP Macro Registered Fund P

Notes to Financial Statements (Unaudited) (continued)

2. Significant Accounting Policies (continued)

 

In June 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2013-08, Financial Services-Investment Companies (Topic 946): Amendments to the Scope, Measurement and Disclosure Requirements (“ASU 2013-08”), which updates the criteria used in defining an investment company under US GAAP and also sets forth certain measurement and disclosure requirements. The amendments in ASU 2013-08 are effective for fiscal periods (including interim periods) beginning after December 15, 2013. While management is still assessing the impact of this update on disclosures, the impact of this update is not expected to be material to the Fund’s financial statements.

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 August 1, 2012. 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 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 are sold only to certain investors (“Shareholders”) who 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, and “qualified clients” within the meaning of Rule 205-3 promulgated under the Investment Advisers Act of 1940, as amended. The Distributor or any Selling Agent may impose additional eligibility requirements for investors who purchase Shares through the Distributor or such Selling Agent. The minimum initial investment in the Fund by any Shareholder is $25,000. The minimal initial and additional investments may be modified by the Fund with respect to certain Shareholders. Shareholders may only purchase their Shares through the Distributor or a Selling Agent.

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 will only be made to Shareholders at the same times as, and in parallel with, each repurchase offer made by the Master Fund to its investors, including the Fund. Each such parallel repurchase offer will generally apply to up to 15% of the net assets of the Master Fund. Repurchases will be 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. In general, the Fund will initially pay at least 95% 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

 

See attached unaudited financial statements for AIP Macro Registered Fund A.

 

6


LOGO

 

 

AIP Macro Registered Fund P

Notes to Financial Statements (Unaudited) (continued)

2. Significant Accounting Policies (continued)

 

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 95% of the aggregate amount withdrawn by the Master Fund from such Investment Funds. The remaining amount (the “Holdback Amount”) will be paid out promptly after the completion of the annual audit of the Fund and preparation of the Fund’s audited financial statements. As of June 30, 2013, there were no Holdback Amounts outstanding.

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 interest in the net assets of the Master Fund as of June 30, 2013. 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 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 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.

Income Recognition and Expenses

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

Income Taxes

The Fund intends to comply with the requirements of Subchapter M of the Code applicable to regulated investment companies and to distribute substantially all of its taxable income to its Shareholders. Therefore, no provision for federal income taxes is required. The Fund files tax returns with the U.S. Internal Revenue Service and various states. The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income earned or gains realized or repatriated. Taxes are accrued and applied to net investment income, net realized capital gains and net unrealized appreciation, as applicable, as the income is earned or capital gains are recorded. The Fund has concluded there are no significant uncertain tax positions that would require recognition in the financial statements as of June 30, 2013. 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, open tax years under potential examination vary by jurisdiction, but at least each of the tax years in the one-year period ended December 31, 2012, remains subject to examination by major taxing authorities.

 

See attached unaudited financial statements for AIP Macro Registered Fund A.

 

7


LOGO

 

 

AIP Macro Registered Fund P

Notes to Financial Statements (Unaudited) (continued)

2. Significant Accounting Policies (continued)

Income Taxes (continued)

 

At June 30, 2013, the cost and related gross unrealized appreciation and depreciation for tax purposes were as follows:

 

Cost of investments for tax purposes

   $ 40,908,786   
  

 

 

 

Gross tax unrealized appreciation

   $ 1,235,022   

Gross tax unrealized depreciation

     —     
  

 

 

 

Net tax unrealized appreciation/depreciation on investments

   $ 1,235,022   
  

 

 

 

Distribution of Income and Gains

The Fund declares and pays dividends annually from net investment income. Net realized gains, if any, are distributed at least annually. Distributions from net realized gains for book purposes may include short-term capital gains, which are included as ordinary income for tax purposes.

In order to satisfy the diversification requirements under Subchapter M of the Code, the Fund generally invests its assets in the Master Fund, which generally invests its assets in Investment Funds organized outside the United States that are treated as corporations for U.S. tax purposes and are expected to be classified as passive foreign investment companies (“PFICs”). As such, the Fund expects that its distributions generally will be taxable as ordinary income to the Shareholders.

Pursuant to the dividend reinvestment plan established by the Fund (the “DRIP”), each Shareholder whose Shares are registered in its own name will automatically be a participant under DRIP and have all income, dividends and capital gains distributions automatically reinvested in additional Shares unless such Shareholder specifically elects to receive all income, dividends and capital gain distributions in cash. The tax character of distributions paid may differ from the character of distributions shown in the Statement of Changes in Net Assets due to short-term capital gains being treated as ordinary income for tax purposes. The tax character of distributions paid during the year ended December 31, 2012 was as follows:

 

Distributions paid from:

  

Ordinary income

   $ 385,138   
  

 

 

 

The amount and character of income and gains due to be distributed are determined in accordance with income tax regulations which may differ from GAAP. These book/tax differences are either considered temporary or permanent in nature.

Temporary differences are primarily due to differing books and tax treatments in the timing of the recognition gains (losses) on certain investment transactions and the timing of the deductibility of certain expenses.

 

See attached unaudited financial statements for AIP Macro Registered Fund A.

 

8


LOGO

 

 

AIP Macro Registered Fund P

Notes to Financial Statements (Unaudited) (continued)

2. Significant Accounting Policies (continued)

Distribution of Income and Gains (continued)

 

Permanent differences, primarily due to over-distribution of book earnings and profits, resulted in the following reclassifications among the Fund’s components of net assets at December 31, 2012:

 

Accumulated undistributed net investment income (loss)

   $ 3,255   
  

 

 

 

Paid-in-Capital

   $ (3,255
  

 

 

 

As of June 30, 2013, there were no components of distributable earnings on a tax basis.

3. Management Fee, Related Party Transactions and Other

The Fund bears all expenses incurred in the business of the Fund, including, but not limited to, expenses borne indirectly through the Fund’s investment in the Master Fund. The Fund does not pay the Adviser a management fee; however, as a holder of shares of the Master Fund, the Fund and its Shareholders are indirectly subject to the management fees to be charged to the Master Fund by the Investment Adviser. Please refer to the attached financial statements of the Master Fund for a discussion of the computation for the management fee.

The Investment Adviser has contractually agreed to waive or reimburse the Master Fund for expenses (other than fees and expenses of the underlying hedge funds in which the Fund invests, extraordinary expenses and certain investment related expenses, such as foreign country tax expense and interest expense on amounts borrowed by the Master Fund) to the extent necessary in order to cap the Master Fund’s total annual operating expenses at 1.50% until the termination of the Master Fund’s investment advisory agreement. The Investment Adviser has contractually agreed to further reimburse the Fund for expenses (other than fees and expenses of the underlying hedge funds in which the Master Fund invests, extraordinary expenses, and the Fund’s proportionate share of certain investment related expenses of the Master Fund) to the extent necessary in order to cap the Fund’s total annual operating expenses at 2.25% of the Fund’s net assets until the termination of Master Fund’s investment advisory agreement. For the period from January 1, 2013 to June 30, 2013, the Fund’s expense reimbursements were $158,825, of which $29,899 was due from the Investment Adviser at June 30, 2013.

The Distributor and Selling Agents may charge Shareholders a sales load of up to 3% of the Shareholder’s purchase. Investments of 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 sales load of 0.5%. The Distributor or a Selling Agent may, in its discretion, waive the sales load for certain investors.

 

See attached unaudited financial statements for AIP Macro Registered Fund A.

 

9


LOGO

 

 

AIP Macro Registered Fund P

Notes to Financial Statements (Unaudited) (continued)

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

 

The Fund will pay the Distributor, and the Distributor will pay each financial institution, broker-dealer and other industry professional (collectively, “Service Agents”) that enters into a shareholder servicing agreement with the Distributor, a monthly shareholder servicing fee of up to 0.0708% (0.85% on an annualized basis) of the net asset value of the outstanding Shares beneficially owned by customers of the Distributor or the Service Agent. In exchange for this fee, the Distributor or the Service Agent, as the case may be, will respond to Shareholder inquiries about the Fund, facilitate Fund communications with Shareholders, assist Shareholders in changing account designations or addresses, and assist Shareholders in processing repurchase requests. For the period from January 1, 2013 to June 30, 2013, the Fund incurred shareholder servicing fees of $55,409.

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.

The Fund’s organization and offering costs were $364,711. The Investment Adviser has borne the organization costs of $14,500. Offering costs of approximately $350,211 were capitalized and are being amortized over the 12 month period from the Initial Closing Date.

Effective August 5, 2013, UMB Fund Services, Inc. serves as the Fund’s transfer agent. Prior to August 5, 2013, Boston Financial Data Services, Inc. (“BFDS”) served as the Fund’s transfer agent. Transfer agent fees were payable monthly based on an annual per shareholder account charge plus out-of-pocket expenses incurred by BFDS on the Fund’s behalf.

As of June 30, 2013, there was one Shareholder, affiliated with Morgan Stanley, with a net asset balance that represented 59.63% of the Fund’s net assets.

4. 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 AIP Macro Registered Fund A.

 

10


LOGO

 

 

AIP Macro Registered Fund P

Notes to Financial Statements (Unaudited) (continued)

 

5. 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 the Period
from January 1,
2013 to June 30, 2013
    For the Period
from July 1, 2012 (a)
to December 31, 2012
 

For a Share outstanding throughout the period:

    

Net asset value, beginning of period

   $ 1,019.59      $ 1,000.00   
  

 

 

   

 

 

 

Net investment income (loss) (b)

     (3.98     13.47   

Net realized and unrealized gain (loss) from investments

     23.49        18.50   
  

 

 

   

 

 

 

Net increase (decrease) resulting from operations

     19.51        31.97   

Distributions paid

    

Net Investment income

     —          (12.38

Net realized gain

     —          —     
  

 

 

   

 

 

 

Net asset value, end of period

   $ 1,039.10      $ 1,019.59   
  

 

 

   

 

 

 

Total return (c)

     1.91     3.21

Ratio of total expenses before expense reimbursements (d)

     2.17     1.86

Ratio of total expenses after expense reimbursements (d)

     1.12     1.12

Ratio of net investment income (loss) (e)

     (1.12 %)      0.58

Portfolio turnover (f)

     0     0

Net assets, end of period (000s)

   $ 42,275      $ 33,323   

 

(a) Commencement of operations.
(b) Calculated based on the average shares outstanding methodology, and excludes net investment income allocated from the Master Fund.
(c) Total return assumes a subscription of a Share to the Fund at the beginning of the period indicated and a repurchase of the Share on the last day of the period, assumes reinvestment of all distributions for the period, and does not reflect the impact of the sales load, if any, incurred when subscribing to the Fund.
(d) Includes expenses of the Master Fund.
(e) Includes income and expenses of the Master Fund.
(f) 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.

 

See attached unaudited financial statements for AIP Macro Registered Fund A.

 

11


LOGO

 

 

AIP Macro Registered Fund P

Notes to Financial Statements (Unaudited) (continued)

 

6. 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.

 

See attached unaudited financial statements for AIP Macro Registered Fund A.

 

12


LOGO

 

 

 

AIP Macro Registered Fund P

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 December 31, 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.

 

13


LOGO

 

 

 

AIP Macro Registered Fund P   
100 Front Street, Suite 400   
West Conshohocken, PA 19428   
Trustees    Legal Counsel
Michael Nugent, Chairperson of the Board and Trustee    Dechert LLP
Frank L. Bowman    1095 Avenue of the Americas
Michael Bozic    New York, NY 10036
Kathleen A. Dennis   
James F. Higgins    Kramer Levin Naftalis & Frankel
Dr. Manuel H. Johnson    LLP
Joseph J. Kearns    1177 Avenue of the Americas
Michael F. Klein    New York, NY 10036
W. Allen Reed   
Fergus Reid   
Officers   
Arthur Lev, 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   
Master Fund’s Sub-Adviser   
Morgan Stanley Investment Management Limited   
25 Cabot Square   
Canary Wharf   
London E14-4QA, England   
Administrator, Custodian, Fund Accounting Agent and Escrow Agent
State Street Bank and Trust Company   
One Lincoln Street   
Boston, MA 02111   
Transfer Agent   
UMB Fund Services, Inc.   
803 W. Michigan Street   
Milwaukee, WI 53233   
Independent Registered Public Accounting Firm   
Ernst & Young LLP   
One Commerce Square   
2005 Market Street, Suite 700   
Philadelphia, PA 19103   

 

14


LOGO

 

 

 

     

AIP MACRO REGISTERED FUND A

 

Financial Statements (Unaudited)

 

For the Period from January 1, 2013 to

June 30, 2013


LOGO

 

 

 

AIP Macro Registered Fund A

Financial Statements (Unaudited)

For the Period from January 1, 2013 to June 30, 2013

Contents

 

Financial Statements (Unaudited)

  

Statement of Assets and Liabilities

     1   

Statement of Operations

     2   

Statement of Changes in Net Assets

     3   

Statement of Cash Flows

     4   

Schedule of Investments

     5   

Notes to Financial Statements

     7   

Investment Advisory Agreement Approval

     19   

Proxy Voting Policies and Procedures and Proxy Voting Record

     22   

Quarterly Portfolio Schedule

     22   


LOGO

 

 

 

AIP Macro Registered Fund A

Statement of Assets and Liabilities (Unaudited)

June 30, 2013

 

Assets

  

Investment in investment funds, at fair value (cost $41,452,320)

   $ 43,748,448   

Cash

     1,574,972   

Prepaid investments in investment funds

     2,950,000   

Other assets

     1,037   
  

 

 

 

Total assets

     48,274,457   
  

 

 

 

Liabilities

  

Subscriptions received in advance

     3,333,000   

Payable for share repurchases

     600,000   

Management fee payable

     8,139   

Accrued expenses and other liabilities

     69,071   
  

 

 

 

Total liabilities

     4,010,210   
  

 

 

 

Net assets

   $ 44,264,247   
  

 

 

 

Net assets consist of:

  

Net capital

   $ 43,000,883   

Accumulated undistributed net investment income (loss)

     (999,266

Accumulated net realized gain (loss) from investments

     (33,498

Net unrealized appreciation on investments

     2,296,128   
  

 

 

 

Net assets

   $ 44,264,247   
  

 

 

 

Net asset value per share:

  

42,399.494 shares issued and outstanding, no par value, 1,000,000 registered shares

   $ 1,043.98   

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

 

1


LOGO

 

 

 

AIP Macro Registered Fund A

Statement of Operations (Unaudited)

For the Period from January 1, 2013 to June 30, 2013

 

Expenses

  

Management fees

   $ 251,618   

Organization and offering costs

     185,321   

Professional fees

     63,055   

Registration fees

     15,501   

Accounting and administration fees

     11,881   

Custody fees

     11,460   

Transfer agent fees

     11,458   

Trustees’ fees

     608   

Other

     10,266   
  

 

 

 

Total expenses

     561,168   

Management fee waivers

     (251,618

Expense reimbursements

     (7,923
  

 

 

 

Net expenses

     301,627   
  

 

 

 

Net investment income (loss)

     (301,627
  

 

 

 

Realized and unrealized gain (loss) from investments

  

Net realized gain (loss) from investments in investment funds

     (1,957
  

 

 

 

Net realized gain (loss) from investments

     (1,957
  

 

 

 

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

     1,029,369   
  

 

 

 

Net change in unrealized appreciation/depreciation on investments

     1,029,369   
  

 

 

 

Net realized and unrealized gain (loss) from investments

     1,027,412   
  

 

 

 

Net increase (decrease) in net assets resulting from operations

   $ 725,785   
  

 

 

 

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

 

2


LOGO

 

 

 

AIP Macro Registered Fund A

Statement of Changes in Net Assets (Unaudited)

 

For the period from July 1, 2012* to December 31, 2012

  

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

  

Net investment income (loss)

   $ (214,819

Net realized gain (loss) from investments

     (20,723

Net change in unrealized appreciation/depreciation on investments

     1,266,759   
  

 

 

 

Net increase (decrease) in net assets resulting from operations

     1,031,217   
  

 

 

 

Distributions to shareholders from:

  

Net investment income

     (493,638
  

 

 

 

Shareholder transactions

  

Subscriptions (representing 32,325.772 shares)

     32,448,000   

Distributions reinvested (representing 488.843 shares)

     493,638   

Repurchases (representing 493.024 shares)

     (500,000
  

 

 

 

Net increase (decrease) in net assets from shareholder transactions

     32,441,638   
  

 

 

 

Total increase (decrease) in net assets

     32,979,217   

Net assets, beginning of period (representing 100.000 shares)

     100,000 ** 
  

 

 

 

Net assets, end of period (representing 32,421.591 shares)

   $ 33,079,217   
  

 

 

 

For the period from January 1, 2013 to June 30, 2013

  

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

  

Net investment income (loss)

   $ (301,627

Net realized gain (loss) from investments

     (1,957

Net change in unrealized appreciation/depreciation on investments

     1,029,369   
  

 

 

 

Net increase (decrease) in net assets resulting from operations

     725,785   
  

 

 

 

Shareholder transactions

  

Subscriptions (representing 10,552.627 shares)

     11,059,245   

Repurchases (representing 574.724 shares)

     (600,000
  

 

 

 

Net increase (decrease) in net assets from shareholder transactions

     10,459,245   
  

 

 

 

Total increase (decrease) in net assets

     11,185,030   

Net assets, beginning of period (representing 32,421.591 shares)

     33,079,217   
  

 

 

 

Net assets, end of period (representing 42,399.494 shares)

   $ 44,264,247   
  

 

 

 

 

* Commencement of operations.
** The Fund was initially capitalized with $100,000 of capital on May 14, 2012.

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

 

3


LOGO

 

 

 

AIP Macro Registered Fund A

Statement of Cash Flows (Unaudited)

For the Period from January 1, 2013 to June 30, 2013

 

Cash flows from operating activities

  

Net increase (decrease) in net assets resulting from operations

   $ 725,785   

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

     1,957   

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

     (1,029,369

Purchase of investments in investment funds

     (10,307,335

Proceeds from sales of investments in investment funds

     7,335   

(Increase) decrease in prepaid investments in investment funds

     (1,750,000

(Increase) decrease in deferred offering costs

     185,321   

(Increase) decrease in due from adviser

     38,675   

(Increase) decrease in other assets

     (690

Increase (decrease) in management fee payable

     8,139   

Increase (decrease) in accrued expenses and other liabilities

     (30,744
  

 

 

 

Net cash provided by (used in) operating activities

     (12,150,926
  

 

 

 

Cash flows from financing activities

  

Subscriptions (including subscriptions received in advance)

     13,292,245   
  

 

 

 

Net cash provided by (used in) financing activities

     13,292,245   
  

 

 

 

Net change in cash

     1,141,319   

Cash at beginning of period

     433,653   
  

 

 

 

Cash at end of period

   $ 1,574,972   
  

 

 

 

Supplemental disclosure of cash flow information:

  

Conversion to shareholder subscriptions in 2013 of subscriptions received in advance during 2012

   $ 1,100,000   
  

 

 

 

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

 

4


LOGO

 

 

 

AIP Macro Registered Fund A

Schedule of Investments (Unaudited)

June 30, 2013

 

Description

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

Investment Funds

                

Commodity Trading Advisors - Managed Futures

                

BlueTrend Fund Limited

     7/1/2012       $ 1,632,806       $ 1,489,433         3.36     7/31/2013       Monthly

Brevan Howard Commodities Strategies Fund Limited

     9/1/2012         2,000,000         1,896,336         4.28        7/31/2013       Monthly

GSA Quantitative Futures Fund Limited

     7/1/2012         1,780,417         1,852,480         4.19        7/31/2013       Monthly

Winton Futures Fund Ltd.

     7/1/2012         2,050,000         2,096,177         4.74        7/31/2013       Monthly
     

 

 

    

 

 

    

 

 

      

Total Commodity Trading Advisors - Managed Futures

        7,463,223         7,334,426         16.57        
     

 

 

    

 

 

    

 

 

      

Equity Long/Short - High Hedge OxAM Quant Fund (International) Limited

     7/1/2012         2,500,000         2,590,375         5.85        7/31/2013       Monthly
     

 

 

    

 

 

    

 

 

      

Total Equity Long/Short - High Hedge

        2,500,000         2,590,375         5.85        
     

 

 

    

 

 

    

 

 

      

Macro

                

Autonomy Global Macro Fund Limited

     7/1/2012         1,950,000         1,986,386         4.49        8/31/2013       Monthly

Avantium Liquid EM Macro Fund Limited

     7/1/2012         1,975,000         1,972,652         4.46        8/31/2013       Monthly

BlueBay Macro Fund Limited (The)

     7/1/2012         2,050,000         1,968,211         4.45        7/31/2013       Monthly

BlueCrest Capital International Limited

     10/1/2012         2,050,000         2,013,890         4.55        9/30/2013       Quarterly

Brevan Howard Fund Limited

     11/1/2012         1,300,000         1,379,956         3.12        9/30/2013       Monthly

D.E. Shaw Oculus International Fund

     7/1/2012         1,750,000         1,908,448         4.31        9/30/2013       Quarterly

Discovery Global Opportunity Fund, Ltd.

     7/1/2012         1,675,000         2,099,170         4.74        12/31/2013       Semi-annually

Dymon Asia Macro Fund

     7/1/2012         1,775,000         1,971,208         4.45        7/31/2013       Monthly

Fortress Asia Macro Fund Ltd

     7/1/2012         1,425,000         1,779,249         4.01        9/30/2013       Quarterly

Fortress Macro Fund Ltd

     7/1/2012         1,225,000         1,508,418         3.41        9/30/2013       Quarterly

Global Ascent Ltd.

     7/1/2012         1,750,000         1,726,397         3.90        7/31/2013       Monthly

Graham Global Investment Fund II Ltd.

     7/1/2012         2,339,097         2,551,721         5.76        9/30/2013       Quarterly

Koppenberg Macro Commodity Fund, Ltd.

     7/1/2012         2,750,000         2,893,594         6.54        7/31/2013       Monthly

QFR Victoria Fund, Ltd.

     7/1/2012         1,525,000         1,471,860         3.33        9/30/2013       Quarterly

Trient Global Macro Fund

     3/1/2013         1,800,000         1,921,643         4.34        8/31/2013       Quarterly

Tudor BVI Global Fund Ltd. (The)

     7/1/2012         1,750,000         2,053,032         4.64        9/30/2013       Quarterly
     

 

 

    

 

 

    

 

 

      

Total Macro

        29,089,097         31,205,835         70.50        
     

 

 

    

 

 

    

 

 

      

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

 

5


LOGO

 

 

 

AIP Macro Registered Fund A

Schedule of Investments (Unaudited) (continued)

June 30, 2013

 

Description

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

Investment Funds (continued)

                

Statistical Arbitrage

                

GSA Capital International Fund Limited

     7/1/2012       $ 2,400,000       $ 2,617,812         5.91     9/30/2013       Quarterly
     

 

 

    

 

 

    

 

 

      

Total Statistical Arbitrage

        2,400,000         2,617,812         5.91        
     

 

 

    

 

 

    

 

 

      

Total Investments in Investment Funds

      $ 41,452,320         43,748,448         98.83        
     

 

 

            

Other Assets, less Liabilities

           515,799         1.17        
        

 

 

    

 

 

      

Total Net Assets

         $ 44,264,247         100.00     
        

 

 

    

 

 

      

Detailed information about all 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, 2013 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.

 

Strategy Allocation

   Percent of
Net
Assets
 

Macro

     70.50

Commodity Trading Advisors - Managed Futures

     16.57   

Statistical Arbitrage

     5.91   

Equity Long/Short - High Hedge

     5.85   
  

 

 

 

Total Investments in Investment Funds

     98.83
  

 

 

 

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

 

6


LOGO

 

 

AIP Macro Registered Fund A

Notes to Financial Statements (continued)

 

1. Organization

AIP Macro Registered Fund A (the “Fund”) was organized under the laws of the State of Delaware as a statutory trust on February 29, 2012. The Fund commenced operations on July 1, 2012 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. While non-diversified for 1940 Act purposes, the Fund intends to comply with the diversification requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), as such requirements are described in more detail below. The Fund’s investment objective is to seek long-term capital appreciation principally through investing in investment funds (“Investment Funds”) managed by third party investment managers who primarily employ a variety of “global macro” investment strategies in pursuit of attractive risk-adjusted returns consistent with the preservation of capital. These 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 AIP GP LP serves as the Fund’s investment adviser (the “Investment Adviser”). Effective December 5, 2012, the Fund’s Board of Trustees (the “Board”) approved a sub-advisory agreement between the Investment Adviser and Morgan Stanley Investment Management Limited (the “Sub-Adviser”) (collectively with the Investment Adviser, the “Adviser”). The Adviser is responsible for providing day-to-day investment management services to the Fund, subject to the supervision of the Board. Each of the Investment Adviser and Sub-Adviser is an affiliate of Morgan Stanley and is registered as an investment adviser under the U.S. Investment Advisers Act of 1940, as amended (the “Advisers Act”). The Fund has no fixed termination date and will continue 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, 2013, AIP Macro Registered Fund P, a feeder fund to the Fund, represented 95.21% 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, the Investment Adviser or the Sub-Adviser.

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 August 1, 2012. Shares were offered until the Initial Closing Date at an initial offering price of $1,000 per Share, and have been continuously offered thereafter for purchase as of the first day of each calendar month at the Fund’s then current net asset value per Share. Investors purchasing Shares in the Fund (“Shareholders”) will not be charged a sales load. 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

 

7


LOGO

 

 

AIP Macro Registered Fund A

Notes to Financial Statements (Unaudited) (continued)

1. Organization (continued)

 

with a “wrap” fee, asset allocation or other management asset program by such RIA.

Shares are to be sold only to 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, and “qualified clients” within the meaning of Rule 205-3(d)(1) promulgated under the Advisers Act. The minimum initial investment in the Fund by any Shareholder is $25,000 and the minimum additional investment in the Fund by any Shareholder is $10,000. The Fund may modify these minimums from time to time. Shareholders may only purchase their Shares through the Distributor or a RIA. Any RIA who offers Shares may impose additional eligibility requirements on investors who purchase Shares through such 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 up to 15% of the net assets of the Fund. Repurchases will be 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 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. In general, the Fund will initially pay at least 95% 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 95% of the aggregate amount withdrawn by the Fund from such Investment Funds. The remaining amount (the “Holdback Amount”) will be paid out promptly after completion of the annual audit of the Fund and preparation of the Fund’s audited financial statements. As of June 30, 2013, there were no Holdback Amounts outstanding.

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.

 

8


LOGO

 

 

AIP Macro Registered Fund A

Notes to Financial Statements (Unaudited) (continued)

2. Significant Accounting Policies (continued)

 

In June 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2013-08, Financial Services-Investment Companies (Topic 946): Amendments to the Scope, Measurement and Disclosure Requirements (“ASU 2013-08”), which updates the criteria used in defining an investment company under US GAAP and also sets forth certain measurement and disclosure requirements. The amendments in ASU 2013-08 are effective for fiscal periods (including interim periods) beginning after December 15, 2013. While management is still assessing the impact of this update on disclosures, the impact of this update is not expected to be material to the Fund’s financial statements.

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.

As of June 30, 2013, 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.

While the Fund does not currently intend to invest in Investment Funds which maintain “side pockets,” as defined below, as of the time of the Fund’s investment by a manner which would expose the Fund to such side pockets, one or more Investment Funds subsequently may establish such side pockets and therefore expose the Fund (and thus its Shareholders) to such side pockets. Side pockets 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. As of June 30, 2013, none of the Fund’s net assets were invested in side pockets maintained by the Investment Funds.

 

9


LOGO

 

 

AIP Macro Registered Fund A

Notes to Financial Statements (Unaudited) (continued)

2. Significant Accounting Policies (continued)

Portfolio Valuation (continued)

 

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 determine the fair value of the Investment Fund. In order to determine the fair value of these Investment Funds, the Adviser has established 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 voting members from Morgan Stanley’s accounting, financial reporting and risk management groups, and non-voting members from portfolio management, legal and compliance groups. A member of the portfolio management team may attend each Valuation Committee meeting to provide knowledge, insight, and recommendations on valuation issues. The portfolio management team will recommend to the Valuation Committee a fair value for an Investment Fund, using such valuation techniques such as a market, income, or cost approach. In applying these valuation techniques, the portfolio management team uses their knowledge of the Investment Fund, industry expertise, information obtained through communication with the Investment Fund’s investment manager, and available relevant information as it considers material. After consideration of the portfolio management team’s recommendation, the Valuation Committee will determine, in good faith, the fair value of the Investment Fund. The Valuation Committee shall meet at least annually to analyze changes in fair value measurements. 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 these Investment Funds held by the Fund been available.

Income Recognition and Expenses

The Fund recognizes income and records expenses on an accrual basis. Income, expenses and realized and unrealized gains and losses are recorded monthly. The changes in Investment Funds’ net asset values 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.

 

10


LOGO

 

 

AIP Macro Registered Fund A

Notes to Financial Statements (Unaudited) (continued)

2. Significant Accounting Policies (continued)

 

Income Taxes

The Fund intends to comply with the requirements of Subchapter M of the Code applicable to regulated investment companies and to distribute substantially all of its taxable income to its Shareholders. Therefore, no provision for federal income taxes is required. The Fund files tax returns with the U.S. Internal Revenue Service and various states. The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income earned or gains realized or repatriated. Taxes are accrued and applied to net investment income, net realized capital gains and net unrealized appreciation, as applicable, as the income is earned or capital gains are recorded. The Fund has concluded there are no significant uncertain tax positions that would require recognition in the financial statements as of June 30, 2013. 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, open tax years under potential examination vary by jurisdiction, but at least each of the tax years in the one-year period ended December 31, 2012, remains subject to examination by major taxing authorities.

At December 31, 2012, the Fund had available for Federal income tax purposes unused short-term capital losses that will not expire:

 

Short-term losses (no expiration)

   $  10,685   
  

 

 

 

To the extent that capital loss carryforwards are used to offset any future capital gains realized during the carryover period as provided by U.S. Federal income tax regulations, no capital gains tax liability will be incurred by a fund for gains realized and not distributed. To the extent that capital gains are offset, such gains will not be distributed to the shareholders.

At June 30, 2013, the cost and related gross unrealized appreciation and depreciation for tax purposes were as follows:

 

Cost of investments for tax purposes

   $  42,950,501   
  

 

 

 

Gross tax unrealized appreciation

   $ 1,207,091   

Gross tax unrealized depreciation

     (379,144
  

 

 

 

Net tax unrealized appreciation/depreciation on investments

   $ 827,947   
  

 

 

 

 

11


LOGO

 

 

AIP Macro Registered Fund A

Notes to Financial Statements (Unaudited) (continued)

2. Significant Accounting Policies (continued)

 

Distribution of Income and Gains

The Fund declares and pays dividends annually from net investment income. Net realized gains, if any, are distributed at least annually. Distributions from net realized gains for book purposes may include short-term capital gains, which are included as ordinary income for tax purposes.

In order to satisfy the diversification requirements under Subchapter M of the Code, the Fund generally invests its assets in Investment Funds organized outside the United States that are treated as corporations for U.S. tax purposes and are expected to be classified as passive foreign investment companies (“PFICs”). As such, the Fund expects that distributions generally will be taxable as ordinary income to the Shareholders.

Pursuant to the dividend reinvestment plan established by the Fund (the “DRIP”), each Shareholder whose Shares are registered in its own name will automatically be a participant under the DRIP and have all income, dividends and capital gains distributions automatically reinvested in additional Shares unless such Shareholder specifically elects to receive all income, dividends and capital gain distributions in cash.

The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term capital gains being treated as ordinary income for tax purposes. The tax character of distributions paid during the year ended December 31, 2012:

 

Distributions paid from:

  

Ordinary income

   $ 493,638   
  

 

 

 

The amount and character of income and gains to be distributed are determined in accordance with income tax regulations which may differ from GAAP. These book/tax differences are either considered temporary or permanent in nature.

Temporary differences are primarily due to differing book and tax treatments in the timing of the recognition of gains (losses) on certain investment transactions and the timing of the deductibility of certain expenses.

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.

 

12


LOGO

 

 

AIP Macro Registered Fund A

Notes to Financial Statements (Unaudited) (continued)

 

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 or 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) or 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

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, 2013 to June 30, 2013, the Fund did not have any transfers between Levels 1, 2 and 3.

 

13


LOGO

 

 

AIP Macro Registered Fund A

Notes to Financial Statements (Unaudited) (continued)

4. Fair Value of Financial Instruments (continued)

 

The following is a summary of the inputs used for investment tranches as of June 30, 2013 in valuing the Fund’s investments carried at fair value:

 

     Level 1      Level 2      Level 3      Total  

Investment Funds

           

Commodity Trading Advisors - Managed Futures

   $ —         $ 7,334,426       $ —         $ 7,334,426   

Equity Long/Short - High Hedge

     —           2,590,375         —           2,590,375   

Macro

     —           29,219,449         1,986,386         31,205,835   

Statistical Arbitrage

     —           2,617,812         —           2,617,812   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Investment Funds

   $ —         $ 41,762,062       $ 1,986,386       $ 43,748,448   
  

 

 

    

 

 

    

 

 

    

 

 

 

The following is a reconciliation of Level 3 investment tranches for the period from January 1, 2013 through June 30, 2013:

 

     Investments in Investment Funds  
     Macro     Total Investment
Funds
 

Balance as of December 31, 2012

   $ 1,475,334      $ 1,475,334   

Purchases

     600,000        600,000   

Net change in unrealized appreciation/depreciation

     (88,948     (88,948
  

 

 

   

 

 

 

Balance as of June 30, 2013

   $ 1,986,386      $ 1,986,386   
  

 

 

   

 

 

 

Net change in unrealized appreciation/depreciation on Level 3 investment tranches still held as of June 30, 2013

   $ (88,948   $ (88,948

As of June 30, 2013, all of the Level 3 investments were fair valued based on non-quantitative unobservable valuation inputs.

 

14


LOGO

 

 

AIP Macro Registered Fund A

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, 2013, aggregated by investment strategy:

 

Investment Funds    Fair Value      Redemption Frequency
(if applicable)
   Redemption
Notice Period
(if applicable)

Commodity Trading Advisors - Managed Futures (a)

   $ 7,334,426       Monthly    2-30 days

Equity Long/Short - High Hedge (b)

     2,590,375       Monthly    30 days

Macro (c)

     31,205,835       Monthly to Semi-annually    15-90 days

Statistical Arbitrage (d)

     2,617,812       Quarterly    60 days
  

 

 

       

Total Investment Funds

   $ 43,748,448         
  

 

 

       

 

(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 seek to profit by exploiting pricing inefficiencies between related equity securities, neutralizing exposure to market risk by combining long and short positions.
(c) Investment Funds in this strategy invest by making leveraged bets on anticipated price movements of stock markets, interest rates, foreign exchange and physical commodities.
(d) 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.

For the period from January 1, 2013 to June 30, 2013, aggregate purchases and proceeds from sales of investments in Investment Funds were $10,307,335 and $7,335, respectively.

6. Investment Receivables and Payables

Prepaid investments in Investment Funds represent amounts transferred to Investment Funds prior to period-end relating to investments to be made effective July 1, 2013, pursuant to each Investment Fund’s operating agreements.

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 to be provided by the Investment Adviser to the Fund, the Fund pays the Investment Adviser a monthly management fee of 0.1042% (1.25% 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

 

15


LOGO

 

 

AIP Macro Registered Fund A

Notes to Financial Statements (Unaudited) (continued)

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

 

underlying Investment Funds and indirectly borne by Shareholders in the Fund. The Investment Adviser pays the Sub-Adviser a portion of the net advisory fees the Investment Adviser receives from the Fund on a monthly basis. For the period from January 1, 2013 to June 30, 2013, the Fund incurred management fees of $251,618, of which $8,139 was payable to the Investment Adviser at June 30, 2013.

The Investment Adviser has contractually agreed to waive or reimburse the Fund for expenses (other than fees and expenses of the underlying hedge funds in which the Fund invests, extraordinary expenses and certain investment related expenses, such as foreign country tax expense and interest expense on amounts borrowed by the Fund) to the extent necessary in order to cap the Fund’s total annual operating expenses at 1.50% until the termination of the Fund’s investment advisory agreement, of which the initial term is currently scheduled to terminate on June 1, 2014. For the period from January 1, 2013 to June 30, 2013, management fee waivers and expense reimbursements were $251,618 and $7,923, respectively.

The Fund’s organization and offering costs were $385,141. The Investment Adviser has borne the organization costs of $14,500. Offering costs of approximately $370,641 were capitalized and are being amortized over the 12 month period from the Initial Closing Date.

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 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 (1) the aggregate monthly net assets of certain Morgan Stanley products, including the Fund, for which State Street serves as the custodian, and (2) 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. As of June 30, 2013, the Fund did not have any share of the assets attributable to the DC Plan.

 

16


LOGO

 

 

AIP Macro Registered Fund A

Notes to Financial Statements (Unaudited) (continued)

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

 

Effective August 5, 2013, UMB Fund Services, Inc. serves as the Fund’s transfer agent. Prior to August 5, 2013, Boston Financial Data Services, Inc. (“BFDS”) served as the Fund’s transfer agent. Transfer agent fees were payable monthly based on an annual per Shareholder account charge plus out-of-pocket expenses incurred by BFDS on the Fund’s behalf.

As of June 30, 2013, there was one Shareholder, affiliated with Morgan Stanley, that invested in the Fund indirectly through the feeder fund, with a net asset balance that represented approximately 56.81% of the Fund’s net assets.

8. Line of Credit

Effective July 30, 2013, the Fund entered into a secured credit agreement with State Street for a revolving line of credit (the “Facility”). The maximum availability under the Facility is the lesser of $7,500,000 or 20% of the Fund’s adjusted net assets, as defined in the credit agreement, subject to specific asset-based covenants. The Fund pays an annual administration fee related to the Facility of 0.25% of the unused commitment and the annual interest rate on borrowings is the greater of the Federal Funds Rate plus 1.50% or the overnight USD LIBOR plus 1.50%. Under the terms of the Facility, borrowings are repayable no later than July 29, 2014, the termination date of the Facility.

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.

 

17


LOGO

 

 

AIP Macro Registered Fund A

Notes to Financial Statements (continued)

 

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 the Period
from January 1, 2013
to June 30, 2013
    For the Period
from July 1, 2012 (a)
to December 31, 2012
 

For a Share outstanding throughout the period:

    

Net asset value, beginning of period

   $ 1,020.28      $ 1,000.00   
  

 

 

   

 

 

 

Net investment income (loss) (b)

     (7.88     (7.61

Net realized and unrealized gain (loss) from investments

     31.58        43.79   
  

 

 

   

 

 

 

Net increase (decrease) resulting from operations

     23.70        36.18   

Distributions paid

    

Net investment income

     —          (15.90

Net realized gain

     —          —     
  

 

 

   

 

 

 

Net asset value, end of period

   $ 1,043.98      $ 1,020.28   
  

 

 

   

 

 

 

Total return (c)

     2.32     3.63

Ratio of total expenses before expense waivers and reimbursements (d)

     1.39     1.87

Ratio of total expenses after expense waivers and reimbursements (d)

     0.75     0.75

Ratio of net investment income (loss) (e)

     (0.75 %)      (0.75 %) 

Portfolio turnover

     0     0

Net assets, end of period (000s)

   $ 44,264      $ 33,079   

 

(a) Commencement of operations.
(b) Calculated based on the average shares outstanding methodology.
(c) 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 assumes reinvestment of all distributions during the period.
(d) Ratio does not reflect the Fund’s proportionate share of the expenses of the Investment Funds.
(e) 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.

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.

 

18


LOGO

 

 

 

AIP Macro Registered Fund A

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, 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 reviewed similar information and factors regarding the Sub-Adviser (as defined herein), to the extent applicable. (The Adviser and the Sub-Adviser together are referred to as the “Adviser” and the investment advisory and sub-advisory agreements together are referred to as the “Advisory Agreement.”) 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, 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 since inception period ended December 31, 2012. The Board noted that the performance of the Fund was below its Lipper peer group average for the since inception period from July 2012 to December 31, 2012. The Board discussed with the Adviser the level of the advisory fee for the 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 had been waived and the total expense ratio was higher than the Fund’s Lipper peer group average. After discussion, the Board concluded that the Fund’s (i) performance was acceptable, (ii) advisory fee was competitive with its Lipper peer group average and (iii) total expense ratio was acceptable.

 

19


LOGO

 

 

 

AIP Macro Registered Fund A

Investment Advisory Agreement Approval (Unaudited) (continued)

Economies of Scale

The Board considered the growth prospects of the Fund and the structure of the advisory fee schedule, which does not include breakpoints. The Board considered that the Fund’s potential growth was uncertain and concluded that it would be premature to consider economies of scale as a factor in approving the Advisory Agreement 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’s feeder fund, AIP Macro Registered Fund P (“MRF P”), charged by a broker-dealer affiliate of the Adviser. The Board also considered that an affiliate of the Adviser receives from MRF P a shareholder servicing fee for services provided by the affiliate to its customers who are shareholders of MRF P. The Board also considered that affiliated brokers, dealers or other financial intermediaries may receive payments from the Adviser in connection with (i) the sale, distribution or retention of shares of the Fund 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.

 

20


LOGO

 

 

 

AIP Macro Registered Fund A

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.

 

21


LOGO

 

 

 

AIP Macro Registered Fund A

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.

 

22


LOGO

 

 

 

AIP Macro Registered Fund A   
100 Front Street, Suite 400   
West Conshohocken, PA 19428   
Trustees    Legal Counsel
Michael Nugent, Chairperson of the Board and Trustee    Dechert LLP
Frank L. Bowman    1095 Avenue of the Americas
Michael Bozic    New York, NY 10036
Kathleen A. Dennis   
James F. Higgins    Kramer Levin Naftalis & Frankel
Dr. Manuel H. Johnson    LLP
Joseph J. Kearns    1177 Avenue of the Americas
Michael F. Klein    New York, NY 10036
W. Allen Reed   
Fergus Reid   
Officers   
Arthur Lev, 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   
Sub-Adviser   
Morgan Stanley Investment Management Limited   
25 Cabot Square   
Canary Wharf   
London E14-4QA, England   
Administrator, Custodian, Fund Accounting Agent and Escrow Agent
State Street Bank and Trust Company   
One Lincoln Street   
Boston, MA 02111   
Transfer Agent   
UMB Fund Services, Inc.   
803 W. Michigan Street   
Milwaukee, WI 53233   
Independent Registered Public Accounting Firm   
Ernst & Young LLP   
One Commerce Square   
2005 Market Street, Suite 700   
Philadelphia, PA 19103   

 

23


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.

AIP MACRO REGISTERED FUND P

 

By:  

/s/ Arthur Lev

  Name: Arthur Lev
  Title: President
  Date: August 28, 2013

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/ Arthur Lev

  Name: Arthur Lev
  Title: Principal Executive Officer
  Date: August 28, 2013

 

By:  

/s/ Noel Langlois

  Name: Noel Langlois
  Title: Principal Financial Officer
  Date: August 28, 2013