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: 811-22192
AIP MULTI-STRATEGY FUND A |
(Exact name of Registrant as specified in Charter)
100 Front Street, Suite 400 West Conshohocken, Pennsylvania 19428-2881 |
(Address of principal executive offices)
Registrants Telephone Number, including Area Code: (610) 260-7600
Stefanie V. Chang Yu, Esq. Morgan Stanley Investment Management Inc. 522 Fifth Avenue New York, New York 10036 |
(Name and address of agent for service)
COPY TO:
Richard Horowitz, Esq.
DECHERT LLP
1095 Avenue of the Americas
New York, NY 10036-6797
(212) 698-3500
Date of fiscal year end: December 31
Date of reporting period: June 30, 2012
ITEM 1. | REPORTS TO STOCKHOLDERS. The Registrants semi-annual report transmitted to limited partners pursuant to Rule 30e-1 under the Investment Company Act of 1940 is as follows: |
ALTERNATIVE INVESTMENT PARTNERS |
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AIP MULTI-STRATEGY FUND A |
Financial Statements (Unaudited) |
For the Period from January 1, 2012 to June 30, 2012 |
ALTERNATIVE INVESTMENT PARTNERS |
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AIP Multi-Strategy Fund A
Financial Statements (Unaudited)
For the Period from January 1, 2012 to June 30, 2012
Financial Statements (Unaudited) |
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1 | ||||
2 | ||||
3 | ||||
4 | ||||
5 | ||||
9 | ||||
23 | ||||
Proxy Voting Policies and Procedures and Proxy Voting Record |
26 | |||
26 |
ALTERNATIVE INVESTMENT PARTNERS |
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Statement of Assets and Liabilities (Unaudited)
June 30, 2012
Assets |
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Investments in investment funds, at fair value (cost $39,796,783) |
$ | 44,080,171 | ||
Cash |
41,962 | |||
Prepaid investments in investment funds |
500,000 | |||
Receivable for investments sold |
282,492 | |||
Other assets |
1,394 | |||
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Total assets |
44,906,019 | |||
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Liabilities |
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Management fee payable |
51,203 | |||
Accrued expenses and other liabilities |
90,514 | |||
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Total liabilities |
141,717 | |||
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Net assets |
$ | 44,764,302 | ||
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Net assets consist of: |
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Net capital |
$ | 43,419,020 | ||
Accumulated undistributed net investment income (loss) |
(2,614,015 | ) | ||
Accumulated net realized gain (loss) from investments |
(324,091 | ) | ||
Net unrealized appreciation on investments |
4,283,388 | |||
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|
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Net assets |
$ | 44,764,302 | ||
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Net asset value per share: |
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43,163.350 shares issued and outstanding, no par value, 3,000,000 registered shares |
$ | 1,037.09 |
The accompanying notes are an integral part of these financial statements and should be read in conjunction therewith.
1
ALTERNATIVE INVESTMENT PARTNERS |
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Statement of Operations (Unaudited)
For the Period from January 1, 2012 to June 30, 2012
Investment income |
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Dividend |
$ | 370 | ||
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|
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Expenses |
||||
Management fees |
327,089 | |||
Professional fees |
41,000 | |||
Registration fees |
18,135 | |||
Accounting and administration fees |
12,254 | |||
Transfer agent fees |
11,844 | |||
Custody fees |
9,126 | |||
Printing fees |
5,000 | |||
Insurance expense |
1,990 | |||
Trustees fees |
1,869 | |||
Other |
3,082 | |||
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Total expenses |
431,389 | |||
Management fee waivers |
(50,263 | ) | ||
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Net expenses |
381,126 | |||
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|
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Net investment income (loss) |
(380,756 | ) | ||
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Realized and unrealized gain (loss) from investments |
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Net realized gain (loss) from investments in investment funds |
(74,681 | ) | ||
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|
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Net realized gain (loss) from investments |
(74,681 | ) | ||
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|
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Net change in unrealized appreciation/depreciation on investments in investment funds |
2,123,763 | |||
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|
|||
Net change in unrealized appreciation/depreciation on investments |
2,123,763 | |||
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|
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Net realized and unrealized gain (loss) from investments |
2,049,082 | |||
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|
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Net increase (decrease) in net assets resulting from operations |
$ | 1,668,326 | ||
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The accompanying notes are an integral part of these financial statements and should be read in conjunction therewith.
2
ALTERNATIVE INVESTMENT PARTNERS |
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Statements of Changes in Net Assets (Unaudited)
For the year ended December 31, 2011 |
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Net increase (decrease) in net assets resulting from operations: |
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Net investment income (loss) |
$ | (631,458 | ) | |
Net realized gain (loss) from investments |
135,173 | |||
Net change in unrealized appreciation/depreciation on investments |
1,161,349 | |||
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|
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Net increase (decrease) in net assets resulting from operations |
665,064 | |||
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|
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Distributions to shareholders from: |
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Net investment income |
(2,026,639 | ) | ||
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Shareholder transactions |
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Subscriptions (representing 12,477.108 shares) |
13,007,001 | |||
Distributions reinvested (representing 2,038.340 shares) |
2,026,639 | |||
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|
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Net increase (decrease) in net assets from shareholder transactions |
15,033,640 | |||
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|
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Total increase (decrease) in net assets |
13,672,065 | |||
Net assets, beginning of year (representing 25,540.710 shares) |
26,242,911 | |||
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Net assets, end of year (representing 40,056.158 shares) |
$ | 39,914,976 | ||
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For the period from January 1, 2012 to June 30, 2012 |
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Net increase (decrease) in net assets resulting from operations: |
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Net investment income (loss) |
$ | (380,756 | ) | |
Net realized gain (loss) from investments |
(74,681 | ) | ||
Net change in unrealized appreciation/depreciation on investments |
2,123,763 | |||
|
|
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Net increase (decrease) in net assets resulting from operations |
1,668,326 | |||
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|
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Shareholder transactions |
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Subscriptions (representing 3,255.855 shares) |
3,335,000 | |||
Repurchases (representing 148.663 shares) |
(154,000 | ) | ||
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|
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Net increase (decrease) in net assets from shareholder transactions |
3,181,000 | |||
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|
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Total increase (decrease) in net assets |
4,849,326 | |||
Net assets, beginning of period (representing 40,056.158 shares) |
39,914,976 | |||
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|
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Net assets, end of period (representing 43,163.350 shares) |
$ | 44,764,302 | ||
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The accompanying notes are an integral part of these financial statements and should be read in conjunction therewith.
3
ALTERNATIVE INVESTMENT PARTNERS |
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Statement of Cash Flows (Unaudited)
For the Period from January 1, 2012 to June 30, 2012
Cash flows from operating activities |
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Net increase (decrease) in net assets resulting from operations |
$ | 1,668,326 | ||
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities: |
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Net realized (gain) loss from investments in investment funds |
74,681 | |||
Net change in unrealized appreciation/depreciation on investments in investment funds |
(2,123,763 | ) | ||
Purchase of investments in investment funds |
(7,050,000 | ) | ||
Proceeds from sales of investments in investment funds |
2,752,740 | |||
(Increase) decrease in prepaid investments in investment funds |
2,200,000 | |||
(Increase) decrease in receivable for investments sold |
266,039 | |||
(Increase) decrease in other assets |
1,984 | |||
Increase (decrease) in management fee payable |
23,975 | |||
Increase (decrease) in accrued expenses and other liabilities |
(23,854 | ) | ||
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|
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Net cash provided by (used in) operating activities |
(2,209,872 | ) | ||
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Cash flows from financing activities |
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Subscriptions (including subscriptions received in advance) |
2,360,000 | |||
Repurchases |
(154,000 | ) | ||
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|
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Net cash provided by (used in) financing activities |
2,206,000 | |||
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|
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Net change in cash |
(3,872 | ) | ||
Cash at beginning of period |
45,834 | |||
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Cash at end of period |
$ | 41,962 | ||
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Supplemental disclosure of cash flow information: |
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Conversion to shareholder subscriptions in 2012 of subscriptions received in advance during 2011 |
$ | 975,000 | ||
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The accompanying notes are an integral part of these financial statements and should be read in conjunction therewith.
4
ALTERNATIVE INVESTMENT PARTNERS |
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Schedule of Investments (Unaudited)
June 30, 2012
Description |
First Acquisition Date |
Cost | Fair Value |
Percent of Net Assets |
Next Available Redemption Date * |
Liquidity ** | ||||||||||||||
Investment Funds |
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Commodity Trading Advisors - Managed Futures |
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BlueTrend Fund Limited |
1/1/2012 | $ | 1,000,000 | $ | 962,635 | 2.15 | % | 7/31/2012 | Monthly | |||||||||||
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Total Commodity Trading Advisors - Managed Futures |
1,000,000 | 962,635 | 2.15 | |||||||||||||||||
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Distressed |
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Monarch Debt Recovery Fund Ltd |
3/1/2011 | 1,200,000 | 1,181,294 | 2.64 | 3/31/2013 | Annually | ||||||||||||||
York Credit Opportunities Unit Trust |
5/1/2010 | 1,250,000 | 1,347,727 | 3.01 | 4/30/2013 | Annually | ||||||||||||||
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Total Distressed |
2,450,000 | 2,529,021 | 5.65 | |||||||||||||||||
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Equity Long/Short - High Hedge |
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Diamondback Offshore Fund, Ltd. |
5/1/2010 | 750,000 | 777,482 | 1.74 | 9/30/2012 | Quarterly | ||||||||||||||
Millennium International, Ltd. |
5/1/2010 | 2,000,000 | 2,276,397 | 5.08 | 9/30/2012 | Quarterly | ||||||||||||||
Prism Partners IV Leveraged Offshore Fund |
5/1/2010 | 1,250,000 | 1,256,633 | 2.81 | 8/31/2012 | Monthly | ||||||||||||||
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Total Equity Long/Short - High Hedge |
4,000,000 | 4,310,512 | 9.63 | |||||||||||||||||
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Equity Long/Short - Opportunistic |
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Broadway Gate Offshore Fund, Ltd. |
5/1/2010 | 1,125,000 | 1,345,110 | 3.01 | 9/30/2012 | Quarterly | ||||||||||||||
Cobalt Offshore Fund Limited |
1/1/2012 | 1,200,000 | 1,235,510 | 2.76 | 12/31/2012 | Quarterly | ||||||||||||||
East Side Capital Offshore, Ltd. |
5/1/2010 | 1,000,000 | 1,081,922 | 2.42 | 9/30/2012 | Quarterly | ||||||||||||||
Lansdowne Global Financials Fund Limited |
5/1/2010 | 1,000,000 | 745,664 | 1.67 | 9/30/2012 | Monthly | ||||||||||||||
S.A.C. Capital International, Ltd. |
5/1/2010 | 1,000,000 | 1,204,972 | 2.69 | 9/30/2012 | Quarterly | ||||||||||||||
Seligman Tech Spectrum Fund |
5/1/2010 | 1,016,194 | 1,124,854 | 2.51 | 7/31/2012 | Monthly | ||||||||||||||
Visium Balanced Offshore Fund, Ltd. |
3/1/2011 | 1,100,000 | 1,160,381 | 2.59 | 9/30/2012 | Quarterly | ||||||||||||||
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Total Equity Long/Short - Opportunistic |
7,441,194 | 7,898,413 | 17.65 | |||||||||||||||||
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The accompanying notes are an integral part of these financial statements and should be read in conjunction therewith.
5
ALTERNATIVE INVESTMENT PARTNERS |
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AIP Multi-Strategy Fund A
Schedule of Investments (Unaudited) (continued)
June 30, 2012
Description |
First Acquisition Date |
Cost | Fair Value |
Percent of Net Assets |
Next Available Redemption Date * |
Liquidity ** | ||||||||||||||
Investment Funds (continued) |
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Macro |
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Avantium Liquid EM Macro Fund Limited |
11/1/2011 | $ | 1,100,000 | $ | 1,115,793 | 2.49 | % | 8/31/2012 | Monthly | |||||||||||
Brevan Howard Fund Limited |
6/1/2010 | 1,457,953 | 1,569,339 | 3.51 | 9/30/2012 | Monthly | ||||||||||||||
Citadel Tactical Trading Ltd. |
7/1/2010 | 1,054,364 | 1,634,820 | 3.65 | 9/30/2012 | Quarterly | ||||||||||||||
D.E. Shaw Oculus International Fund |
5/1/2010 | 1,550,000 | 1,919,179 | 4.29 | 9/30/2012 | Quarterly | ||||||||||||||
Discovery Global Opportunity Fund, Ltd. |
5/1/2010 | 1,000,000 | 1,115,266 | 2.49 | 12/31/2012 | Semi-annually | ||||||||||||||
Fortress Asia Macro Fund Ltd |
8/1/2011 | 1,100,000 | 1,128,708 | 2.52 | 9/30/2012 | Quarterly | ||||||||||||||
QFR Victoria Fund, Ltd. |
10/1/2011 | 1,000,000 | 1,039,225 | 2.32 | 9/30/2012 | Quarterly | ||||||||||||||
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Total Macro |
8,262,317 | 9,522,330 | 21.27 | |||||||||||||||||
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Merger/Risk Arbitrage |
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Magnetar Global Event Driven Fund Ltd |
7/1/2011 | 1,575,000 | 1,630,291 | 3.64 | 9/30/2012 | Quarterly | ||||||||||||||
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Total Merger/Risk Arbitrage |
1,575,000 | 1,630,291 | 3.64 | |||||||||||||||||
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Mortgage Arbitrage |
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Cerberus RMBS Opportunities Feeder Fund, Ltd. |
1/1/2012 | 1,500,000 | 1,595,142 | 3.56 | 9/30/2012 | Quarterly | ||||||||||||||
DoubleLine Opportunistic Income Fund II Ltd |
3/1/2011 | 1,300,000 | 1,579,398 | 3.53 | 8/31/2012 | Monthly | ||||||||||||||
SPM Core Offshore Fund, Ltd. |
12/1/2010 | 1,600,000 | 2,122,689 | 4.74 | 9/30/2012 | Quarterly | ||||||||||||||
Tilden Park Offshore Investment Fund Ltd |
3/1/2012 | 1,400,000 | 1,503,660 | 3.36 | 3/31/2013 | Quarterly | ||||||||||||||
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Total Mortgage Arbitrage |
5,800,000 | 6,800,889 | 15.19 | |||||||||||||||||
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The accompanying notes are an integral part of these financial statements and should be read in conjunction therewith.
6
ALTERNATIVE INVESTMENT PARTNERS |
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AIP Multi-Strategy Fund A
Schedule of Investments (Unaudited) (continued)
June 30, 2012
Description |
First Acquisition Date |
Cost | Fair Value |
Percent of Net Assets |
Next Available Redemption Date * |
Liquidity ** | ||||||||||||||
Investment Funds (continued) |
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Multi-Strategy |
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Citadel Kensington Global Strategies Fund Ltd. |
11/1/2011 | $ | 1,500,000 | $ | 1,620,339 | 3.62 | % | 9/30/2012 | Quarterly & 18 months | |||||||||||
Farallon Capital Offshore Investors, Inc. |
5/1/2010 | 1,000,000 | 1,102,320 | 2.46 | 12/31/2012 | Annually | ||||||||||||||
HBK Offshore Fund II L.P. |
5/1/2010 | 1,500,000 | 1,740,976 | 3.89 | 9/30/2012 | Quarterly | ||||||||||||||
KLS Diversified Fund Ltd. |
7/1/2010 | 1,200,000 | 1,316,017 | 2.94 | 9/30/2012 | Quarterly | ||||||||||||||
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Total Multi-Strategy |
5,200,000 | 5,779,652 | 12.91 | |||||||||||||||||
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Statistical Arbitrage |
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GSA Capital International Fund Limited |
2/1/2011 | 2,000,000 | 2,236,221 | 5.00 | 9/30/2012 | Quarterly | ||||||||||||||
Two Sigma Eclipse Cayman Fund, Ltd. |
4/1/2011 | 893,356 | 1,043,906 | 2.33 | 9/30/2012 | Quarterly | ||||||||||||||
Two Sigma Spectrum Cayman Fund, Ltd. |
5/1/2010 | 1,174,916 | 1,366,301 | 3.05 | 9/30/2012 | Quarterly | ||||||||||||||
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Total Statistical Arbitrage |
4,068,272 | 4,646,428 | 10.38 | |||||||||||||||||
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Total Investments in Investment Funds |
$ | 39,796,783 | 44,080,171 | 98.47 | ||||||||||||||||
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Other Assets, less Liabilities |
684,131 | 1.53 | ||||||||||||||||||
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Total Net Assets |
$ | 44,764,302 | 100.00 | % | ||||||||||||||||
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Detailed information about all of the Investment Funds portfolios is not available.
* | Investments in Investment Funds may be composed of multiple tranches. The Next Available Redemption Date relates to the earliest date after June 30, 2012 that redemption from a tranche is available. Other tranches may have an available redemption date that is after the Next Available Redemption Date. Redemptions from Investment Funds may be subject to fees. |
** | Available frequency of redemptions after initial lock-up period, if any. Different tranches may have different liquidity terms. |
The accompanying notes are an integral part of these financial statements and should be read in conjunction therewith.
7
ALTERNATIVE INVESTMENT PARTNERS |
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AIP Multi-Strategy Fund A
Schedule of Investments (Unaudited) (continued)
June 30, 2012
Strategy Allocation |
Percent of Net Assets |
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Macro |
21.27 | % | ||
Equity Long/Short - Opportunistic |
17.65 | |||
Mortgage Arbitrage |
15.19 | |||
Multi-Strategy |
12.91 | |||
Statistical Arbitrage |
10.38 | |||
Equity Long/Short - High Hedge |
9.63 | |||
Distressed |
5.65 | |||
Merger/Risk Arbitrage |
3.64 | |||
Commodity Trading Advisors - Managed Futures |
2.15 | |||
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|
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Total Investments in Investment Funds |
98.47 | % | ||
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The accompanying notes are an integral part of these financial statements and should be read in conjunction therewith.
8
ALTERNATIVE INVESTMENT PARTNERS |
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Notes to Financial Statements (Unaudited)
June 30, 2012
1. | Organization |
AIP Multi-Strategy Fund A (the Fund) was organized under the laws of the State of Delaware as a statutory trust on February 27, 2008. The Fund commenced operations on May 1, 2010 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 Funds 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 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 Funds investment adviser (the Adviser) and is responsible for providing day-to-day investment management services to the Fund, subject to the supervision of the Funds Board of Trustees (the Board). The Adviser is registered as an investment adviser under the U.S. Investment Advisers Act of 1940, as amended (the Advisers Act). The Adviser is an affiliate of Morgan Stanley. 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, 2012, AIP Multi-Strategy Fund P, a feeder fund to the Fund, represented 93.52% of the Funds net assets.
The Board has overall responsibility for monitoring and overseeing the Funds investment program and its management and operations. A majority of the members of the Board are not interested persons (as defined by the 1940 Act) of the Fund or the Adviser.
The Fund offers on a continuous basis through Morgan Stanley Distribution, Inc. (the Distributor), an affiliate of Morgan Stanley, up to 3,000,000 shares of beneficial interest (Shares). The initial closing date (Initial Closing Date) for the public offering of Shares was May 3, 2010. Shares were offered during an initial public offering period which ended on the Initial Closing Date at an initial offering price of $1,000 per Share and have been offered in a continuous offering thereafter at the Funds then current net asset value per Share. Investors purchasing Shares in the Fund (Shareholders) will not be charged a sales load. Shares may be purchased as of the first business day of each month from the Distributor at the Funds then current net asset value per Share or through any registered investment adviser (a RIA) that has entered into an arrangement with the Distributor for such RIA to recommend Shares to its clients in conjunction with a wrap fee, asset allocation or other managed asset program sponsored by such RIA.
9
ALTERNATIVE INVESTMENT PARTNERS |
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AIP Multi-Strategy Fund A
Notes to Financial Statements (Unaudited) (continued)
1. | Organization (continued) |
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 promulgated under the Advisers Act. The minimum initial investment in the Fund by any Shareholder is $50,000. The minimum additional investment in the Fund by any Shareholder is $25,000. The minimum initial and additional investments may be reduced by the Fund with respect to certain Shareholders. Shareholders may only purchase their Shares through the Distributor or a RIA. Any RIA who recommends Shares to its clients 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 to 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 (or, if any such date is not a business day, on the immediately preceding business day). In general, the Fund will initially pay at least 90% of the estimated value of the repurchased Shares to Shareholders as of the later of: (1) a period of within 30 days after the value of the Shares to be repurchased is determined, or (2) if the Fund has requested withdrawals of its capital from any Investment Funds in order to fund the repurchase of Shares, within ten business days after the Fund has received at least 90% of the aggregate amount withdrawn by the Fund from such Investment Funds. The remaining amount (the Holdback Amount) will be paid promptly after completion of the annual audit of the Fund and preparation of the Funds audited financial statements. As of June 30, 2012, 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.
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.
10
ALTERNATIVE INVESTMENT PARTNERS |
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AIP Multi-Strategy Fund A
Notes to Financial Statements (Unaudited) (continued)
2. | Significant Accounting Policies (continued) |
Portfolio Valuation (continued)
As of June 30, 2012, all of the Funds 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 Funds pro rata interest in the net assets of each such Investment Fund, as such value is supplied by, or on behalf of, the Investment Funds 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 Funds investments in Investment Funds are subject to the terms and conditions of the respective operating agreements and offering memoranda, as appropriate.
Some of the Investment Funds may hold a portion of their assets in side pockets, which are sub-funds within the Investment Funds that have restricted liquidity, potentially extending over a much longer period than the typical liquidity an investment in the Investment Funds may provide. Should the Fund seek to liquidate its investment in an Investment Fund that maintains these side pockets, the Fund might not be able to fully liquidate its investment without delay, which could be considerable. In such cases, until the Fund is permitted to fully liquidate its interest in the Investment Fund, the fair value of its investment could fluctuate based on adjustments to the value of the side pocket as determined by the Investment Funds investment manager. At June 30, 2012, none of the Funds net assets were invested in side pockets maintained by the Investment Funds.
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 Funds interest in such Investment Fund, consistent with the Funds fair valuation procedures.
11
ALTERNATIVE INVESTMENT PARTNERS |
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AIP Multi-Strategy Fund A
Notes to Financial Statements (Unaudited) (continued)
2. | Significant Accounting Policies (continued) |
Portfolio Valuation (continued)
Where no value is readily available from an Investment Fund or where a value supplied by an Investment Fund is deemed by the Adviser not to be indicative of its fair value, the Adviser will delegate responsibility for valuation of such Investment Funds to the Fund of Hedge Funds Valuation Committee (the Valuation Committee). The Valuation Committee is responsible for determining and implementing the Funds valuation policies and procedures, which have been adopted by the Board and are subject to Board supervision. The Valuation Committee consists of representatives from Morgan Stanleys accounting, financial reporting, corporate controller and risk management groups. A member of the Advisers investment team may attend each Valuation Committee meeting to provide knowledge, insight, and recommendations on valuation issues, but representatives of the investment team are not members of the Valuation Committee and do not possess voting rights. The Advisers investment team will recommend to the Valuation Committee a fair value for an Investment Fund, determined based on the investment teams knowledge of the Investment Fund, its industry expertise and such reasonably available relevant information as it considers material, including information obtained through communication with the Investment Funds investment manager. After consideration of the investment teams recommendation, the Valuation Committee will determine, in good faith, the fair value of the Investment Fund. Because of the inherent uncertainty of valuation, the fair values of the Funds investments may differ significantly from the values that would have been used had a ready market for the investments held by the Fund been available.
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.
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, 2012. If applicable, the Fund recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in other expenses in the Statement of Operations. Generally, tax authorities can examine all tax returns filed for the last three years.
12
ALTERNATIVE INVESTMENT PARTNERS |
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AIP Multi-Strategy Fund A
Notes to Financial Statements (Unaudited) (continued)
2. | Significant Accounting Policies (continued) |
Income Taxes (continued)
On December 22, 2010, the Regulated Investment Company Modernization Act of 2010 (the Modernization Act) was signed into law. The Modernization Act modernizes several tax provisions related to Regulated Investment Companies (RICs) and their Shareholders. One key change made by the Modernization Act is that capital losses will generally retain their character as short-term or long-term and may be carried forward indefinitely to offset future gains. These losses are utilized before other capital loss carryforwards that expire. Generally, the Modernization Act is effective for taxable years beginning after December 22, 2010.
The Fund intends to utilize provisions of the federal income tax law which allow it to carry a realized capital loss forward for eight years following the year of the loss and offset such losses against any future realized capital gains. At June 30, 2012, the Fund had an accumulated capital loss carryforward for tax purposes of $8,261, which will expire according to the following schedule:
December 31, 2018 |
$ | 8,261 | ||
|
|
At June 30, 2012, the Fund had available for Federal income tax purposes unused short-term and long-term capital losses that will not expire:
Short-term losses (no expiration) |
$ | 115,942 | ||
|
|
|||
Long-term losses (no expiration) |
$ | 301,717 | ||
|
|
At June 30, 2012, the cost and related gross unrealized appreciation and depreciation for tax purposes were as follows:
Cost of investments for tax purposes |
$ | 44,421,685 | ||
|
|
|||
Gross tax unrealized appreciation |
$ | | ||
Gross tax unrealized depreciation |
(341,514 | ) | ||
|
|
|||
Net tax unrealized appreciation/depreciation on investments |
$ | (341,514 | ) | |
|
|
13
ALTERNATIVE INVESTMENT PARTNERS |
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AIP Multi-Strategy 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.
There were no distributions paid during the period from January 1, 2012 to June 30, 2012.
The tax character of distributions paid during the year ended December 31, 2011 was as follows:
Distributions paid from: |
||||
Ordinary income |
$ | 2,026,639 | ||
|
|
As of June 30, 2012, the components of distributable earnings on a tax basis were as follows:
Undistributed ordinary income |
$ | 2,166,952 | ||
|
|
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 equity swaps. The Funds risk of loss in each Investment Fund is limited to the value of the Funds interest in each Investment Fund as reported by the Fund.
14
ALTERNATIVE INVESTMENT PARTNERS |
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AIP Multi-Strategy Fund A
Notes to Financial Statements (Unaudited) (continued)
4. | Fair Value of Financial Instruments |
The fair value of the Funds 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 entitys 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 Funds investments. The inputs are summarized in the three broad levels listed below:
| Level 1 quoted prices in active markets for identical investments |
| Level 2 other significant observable inputs (including quoted prices for similar investments, fair value of investments for which the Fund has the ability to fully redeem tranches at net asset value as of the measurement date or within the near term, short-term investments that are valued at amortized cost) |
| Level 3 significant unobservable inputs (including the Funds own assumptions in determining the fair value of investments, fair value of investments for which the Fund does not have the ability to fully redeem tranches at net asset value as of the measurement date or within the near term) |
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 Funds policy is to recognize transfers between Levels 1, 2 or 3 and transfers due to strategy reclassification, if any, as if they occurred as of the beginning of the reporting period. For the period from January 1, 2012 to June 30, 2012, the Fund did not have any transfers between Levels 1 and 2.
15
ALTERNATIVE INVESTMENT PARTNERS |
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AIP Multi-Strategy 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, 2012 in valuing the Funds investments carried at fair value:
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Investment Funds |
||||||||||||||||
Commodity Trading Advisors - Managed Futures |
$ | | $ | 962,635 | $ | | $ | 962,635 | ||||||||
Distressed |
| | 2,529,021 | 2,529,021 | ||||||||||||
Equity Long/Short - High Hedge |
| 1,256,633 | 3,053,879 | 4,310,512 | ||||||||||||
Equity Long/Short - Opportunistic |
| 5,457,931 | 2,440,482 | 7,898,413 | ||||||||||||
Macro |
| 9,522,330 | | 9,522,330 | ||||||||||||
Merger/Risk Arbitrage |
| | 1,630,291 | 1,630,291 | ||||||||||||
Mortgage Arbitrage |
| 3,702,087 | 3,098,802 | 6,800,889 | ||||||||||||
Multi-Strategy |
| 2,382,594 | 3,397,058 | 5,779,652 | ||||||||||||
Statistical Arbitrage |
| 4,646,428 | | 4,646,428 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Investment Funds |
$ | | $ | 27,930,638 | $ | 16,149,533 | $ | 44,080,171 | ||||||||
|
|
|
|
|
|
|
|
16
ALTERNATIVE INVESTMENT PARTNERS |
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AIP Multi-Strategy Fund A
Notes to Financial Statements (Unaudited) (continued)
4. | Fair Value of Financial Instruments (continued) |
The following is a reconciliation of investment tranches for which significant unobservable inputs (Level 3) were used in determining value:
Balance as of December 31, 2011 |
Transfers Level 3* |
Transfers out of Level 3 |
Purchases | Sales | Net realized gain (loss) |
Net change in unrealized appreciation/ depreciation |
Balance as of 2012 |
|||||||||||||||||||||||||
Investment Funds |
||||||||||||||||||||||||||||||||
Distressed |
$ | 2,383,134 | $ | | $ | | $ | | $ | | $ | | $ | 145,887 | $ | 2,529,021 | ||||||||||||||||
Equity Long/Short - High Hedge |
2,978,032 | | | 250,000 | (259,160 | ) | 9,161 | 75,846 | 3,053,879 | |||||||||||||||||||||||
Equity Long/Short - Opportunistic |
1,149,306 | | | 1,200,000 | | | 91,176 | 2,440,482 | ||||||||||||||||||||||||
Event Driven Credit |
237,900 | | | | (244,293 | ) | (5,711 | ) | 12,104 | | ||||||||||||||||||||||
Merger/Risk Arbitrage |
1,320,877 | | | 250,000 | | | 59,414 | 1,630,291 | ||||||||||||||||||||||||
Mortgage Arbitrage |
913,879 | | | 2,000,000 | | | 184,923 | 3,098,802 | ||||||||||||||||||||||||
Multi-Strategy |
2,199,266 | 1,037,982 | | | | | 159,810 | 3,397,058 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Total Investment Funds |
$ | 11,182,394 | $ | 1,037,982 | $ | | $ | 3,700,000 | $ | (503,453 | ) | $ | 3,450 | $ | 729,160 | $ | 16,149,533 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in unrealized appreciation/ depreciation on Level 3 investment tranches still held as of June 30, 2012 |
||||
Investment Funds |
||||
Distressed |
$ | 145,887 | ||
Equity Long/Short - High Hedge |
75,846 | |||
Equity Long/Short - Opportunistic |
91,176 | |||
Merger/Risk Arbitrage |
59,414 | |||
Mortgage Arbitrage |
184,923 | |||
Multi-Strategy |
159,810 | |||
|
|
|||
Total Investment Funds |
$ | 717,056 | ||
|
|
* | Transfers into Level 3 of $1,037,982 are due to transfers of Investment Fund interests into other Investment Fund interests managed by the same Investment Fund manager, and that have the ability to fully redeem tranches at net asset value as of the measurement date or within the near term. |
17
ALTERNATIVE INVESTMENT PARTNERS |
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AIP Multi-Strategy 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, 2012, aggregated by investment strategy:
Fair Value | Redemption Frequency (if applicable) |
Redemption (if applicable) | ||||||
Investment Funds |
||||||||
Commodity Trading Advisors - Managed Futures (a) |
$ | 962,635 | Monthly | 30 days | ||||
Distressed (b) |
2,529,021 | Annually | 60-90 days | |||||
Equity Long/Short - High Hedge (c) |
4,310,512 | Monthly to Quarterly | 45-90 days | |||||
Equity Long/Short - Opportunistic (d) |
7,898,413 | Monthly to Quarterly | 30-90 days | |||||
Macro (e) |
9,522,330 | Monthly to Semi-annually | 30-90 days | |||||
Merger/Risk Arbitrage (f) |
1,630,291 | Quarterly | 90 days | |||||
Mortgage Arbitrage (g) |
6,800,889 | Monthly to Quarterly | 45-120 days | |||||
Multi-Strategy (h) |
5,779,652 | Quarterly to 18 months | 45-90 days | |||||
Statistical Arbitrage (i) |
4,646,428 | Quarterly | 55-60 days | |||||
|
|
|||||||
Total Investment Funds |
$ | 44,080,171 | ||||||
|
|
(a) | Investment Funds in this strategy invest in a variety of futures contracts, including currencies, interest rates, stocks, stock market indexes, derivatives, and commodities. These Investment Funds build quantitative models to price futures and then take long and short positions in the futures. |
(b) | Investment Funds in this strategy invest in, and may sell short, the securities of companies where the securitys price has been, or is expected to be, affected by a distressed situation such as a bankruptcy or corporate restructuring. |
(c) | Investment Funds in this strategy seek to profit by exploiting pricing inefficiencies between related equity securities, neutralizing exposure to market risk by combining long and short positions. |
(d) | Investment Funds in this strategy consist of a core holding of long equities hedged at all times with short sales of stocks or stock index options. Some of the Investment Funds respective investment managers maintain a substantial portion of assets within a hedged structure and commonly employ leverage. |
(e) | Investment Funds in this strategy invest by making leveraged bets on anticipated price movements of stock markets, interest rates, foreign exchange and physical commodities. |
(f) | Investment Fund in this strategy involves investing in securities of companies that are the subject of some form of extraordinary corporate transaction, including acquisition or merger proposals, exchange offers, cash tender offers and leveraged buy-outs. |
(g) | Investment Funds in this strategy seek to exploit pricing differentials between various issues of mortgage-related bonds. |
(h) | Investment Funds in this strategy tactically allocate capital to various hedge fund strategies based on their perceived risk and return profiles. |
(i) | Investment Funds in this strategy profit from temporary pricing discrepancies between related securities. This irregularity offers an opportunity to go long the cheaper security and to short the more expensive one in an attempt to profit as the prices of the two revert to their norm, or mean. |
As of June 30, 2012, 1.24% of the Funds net assets were invested in Investment Funds with the next available redemption date extending beyond one year from June 30, 2012.
18
ALTERNATIVE INVESTMENT PARTNERS |
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AIP Multi-Strategy Fund A
Notes to Financial Statements (Unaudited) (continued)
5. | Investments in Investment Funds (continued) |
For the period from January 1, 2012 to June 30, 2012, aggregate purchases and proceeds from sales of investments in Investment Funds were $7,050,000 and $2,752,740, respectively.
6. | Investment Receivables and Payables |
As of June 30, 2012, $282,492 was due to the Fund from Investment Funds. The receivable amount represents the fair value of certain Investment Fund tranches, net of management fees and incentive fees/allocations, that were redeemed by the Fund at period-end or holdback amounts that will be received from certain Investment Funds. Substantially all of the receivable balance was collected subsequent to the balance sheet date.
Prepaid investments in Investment Funds represent amounts transferred to Investment Funds prior to period-end relating to investments to be made effective July 1, 2012, pursuant to each Investment Funds 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 Funds investments in the underlying Investment Funds.
In consideration of the advisory and other services provided by the Adviser to the Fund, the Fund pays the Adviser a monthly management fee of 0.125% (1.50% on an annualized basis) of the Funds month end net asset value. The management fee is an expense paid out of the Funds assets and is computed based on the value of the net assets of the Fund as of the close of business on the last business day of each month, before adjustments for any repurchases effective on that day. The management fee is in addition to the asset-based fees and incentive fees or allocations charged by the underlying Investment Funds and indirectly borne by Shareholders in the Fund. For the period from January 1, 2012 to June 30, 2012, the Fund incurred management fees of $327,089, of which $51,203 was payable to the Adviser at June 30, 2012.
The Adviser has contractually agreed to waive or reimburse the Fund for expenses (other than 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 Funds total annual operating expenses at 1.75% until the termination of the Funds investment advisory agreement. For the period from January 1, 2012 to June 30, 2012, management fee waivers were $50,263.
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.
19
ALTERNATIVE INVESTMENT PARTNERS |
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AIP Multi-Strategy Fund A
Notes to Financial Statements (Unaudited) (continued)
7. | Management Fee, Related Party Transactions and Other (continued) |
State Street also serves as the Funds 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. At June 30, 2012, the Funds proportionate share of assets attributable to the DC Plan was $210, which is included in the Statement of Assets and Liabilities under other assets and accrued expenses and other liabilities.
Boston Financial Data Services, Inc. (BFDS) serves as the Funds transfer agent. Transfer agent fees are payable monthly based on an annual per Shareholder account charge plus out-of-pocket expenses incurred by BFDS on the Funds behalf.
As of June 30, 2012, there were two Shareholders, affiliated with Morgan Stanley, that invested in the Fund indirectly through the feeder fund, and another shareholder, unaffiliated with Morgan Stanley with combined net asset balances that represented approximately 71% of the Funds net assets.
8. | Contractual Obligations |
The Fund enters into contracts that contain a variety of indemnifications. The Funds 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.
20
ALTERNATIVE INVESTMENT PARTNERS |
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AIP Multi-Strategy Fund A
Notes to Financial Statements (Unaudited) (continued)
9. | Financial Highlights |
The following represents per Share data, ratios to average net assets and other financial highlights information for Shareholders. The calculations below are not annualized for periods less than one year.
For the
Period from January 1, 2012 to June 30, 2012 |
For the Year Ended December 31, 2011 |
For the Period from May 1, 2010 (a) to December 31, 2010 |
||||||||||
For a Share outstanding throughout the period: |
||||||||||||
Net asset value, beginning of period |
$ | 996.48 | $ | 1,027.49 | $ | 1,000.00 | ||||||
|
|
|
|
|
|
|||||||
Net investment income (loss) (b) |
(9.04 | ) | (18.17 | ) | (11.38 | ) | ||||||
Net realized and unrealized gain (loss) from investments |
49.65 | 41.12 | 38.87 | |||||||||
|
|
|
|
|
|
|||||||
Net increase (decrease) resulting from operations |
40.61 | 22.95 | 27.49 | |||||||||
|
|
|
|
|
|
|||||||
Distributions paid |
||||||||||||
Net investment income |
| (53.96 | ) | | ||||||||
Net realized gain |
| | | |||||||||
|
|
|
|
|
|
|||||||
Net asset value, end of period |
$ | 1,037.09 | $ | 996.48 | $ | 1,027.49 | ||||||
|
|
|
|
|
|
|||||||
Total return (c) |
4.08 | % | 2.25 | % | 2.75 | % | ||||||
Ratio of total expenses before expense waivers and reimbursements (d) |
0.99 | % | 2.72 | % | 3.16 | % | ||||||
Ratio of total expenses after expense waivers and reimbursements (d) |
0.87 | % | 1.75 | % | 1.16 | % | ||||||
Ratio of net investment income (loss) (e) |
(0.87 | %) | (1.75 | %) | (1.16 | %) | ||||||
Portfolio turnover |
7 | % | 21 | % | 3 | % | ||||||
Net assets, end of period (000s) |
$ | 44,764 | $ | 39,915 | $ | 26,243 |
(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 Funds proportionate share of the expenses of the Investment Funds. |
(e) | Ratio does not reflect the Funds 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 Shareholders return and ratios may vary from these returns and ratios due to the timing of Share transactions.
21
ALTERNATIVE INVESTMENT PARTNERS |
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AIP Multi-Strategy Fund A
Notes to Financial Statements (Unaudited) (continued)
10. | 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.
22
ALTERNATIVE INVESTMENT PARTNERS |
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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 Funds investment advisory agreement (the Advisory Agreement), including selection of Investment Funds for investment of the Funds assets, allocation of the Funds assets among, and monitoring performance of, Investment Funds, evaluation of risk exposure of Investment Funds and reputation, experience and training of investment managers, management of short-term cash and operations of the Fund, day-to-day portfolio management and general due diligence examination of Investment Funds before and after committing assets of the Fund for investment. The Board also reviewed and considered the nature and extent of the non-advisory, administrative services that the Adviser provides, or arranges at its expense, under the Advisory Agreement, including, among other things, providing to the Fund office facilities, equipment and personnel.
The Board also 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 Advisers 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 were necessary and appropriate for the conduct of the business and investment activities of the Fund.
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 funds performance, the Board and the Adviser place emphasis on trends and longer-term returns (focusing on one-year, three-year and five-year performance, as of December 31, 2011, or since inception, as applicable). When a fund underperforms its benchmark and/or its peer group average, the Board and the Adviser discuss the causes of such underperformance and, where necessary, they discuss specific changes to investment strategy or investment personnel. The Board noted that the performance of the Fund was better than its benchmark for the one-year and since inception (May 2010) periods ended December 31, 2011, and for the one-year periods ended February 29, 2012 and March 31, 2012. The Board noted that the Funds performance was better than its Lipper peer group average for the one-year and since inception periods ended December 31, 2011. The Board also noted that the performance of the Fund was better than its Management selected peer group average for the one-year period but below this peer group average for the since inception period, both ended February 29, 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 Funds total expense ratio. The Board noted that the advisory fee and total expense ratio were lower than the Funds Lipper peer group average. After discussion, the Board concluded that (i) the Funds performance was competitive, and (ii) the Funds advisory fee and total expense ratio were competitive with the Lipper peer group average.
23
ALTERNATIVE INVESTMENT PARTNERS |
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AIP Multi-Strategy Fund A
Investment Advisory Agreement Approval (Unaudited) (continued)
Economies of Scale
The Board considered the size and growth prospects of the Fund and how that relates to the Funds total expense ratio and particularly the Funds advisory fee rate, which does not include breakpoints. In conjunction with its review of the Advisers profitability, the Board discussed with the Adviser how a change in assets can affect the efficiency or effectiveness of managing the Fund and whether the advisory fee level is appropriate relative to current and projected asset levels and/or whether the advisory fee structure reflects economies of scale as asset levels change. The Board concluded that economies of scale for the Fund were not a factor that needed to be considered at the present time.
Profitability of the Adviser and Affiliates
The Board considered information concerning the costs incurred and profits realized by the Adviser and its affiliates during the last year from their relationship with the Fund and during the last two years from their relationship with the Morgan Stanley Fund Complex and reviewed with the Adviser the cost allocation methodology used to determine the profitability of the Adviser and affiliates. The Board has determined that its review of the analysis of the Advisers 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 Funds feeder fund, AIP Multi-Strategy Fund P (AMS P), charged by a broker-dealer affiliate of the Adviser. The Board also considered that an affiliate of the Adviser receives from AMS P a shareholder servicing fee for services provided by the affiliate to its customers who are shareholders of AMS P. The Board reviewed with the Adviser these arrangements and the reasonableness of the Advisers 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 Funds operations and the Boards 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.
24
ALTERNATIVE INVESTMENT PARTNERS |
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AIP Multi-Strategy 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 Funds 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 Funds 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.
25
ALTERNATIVE INVESTMENT PARTNERS |
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AIP Multi-Strategy Fund A
Proxy Voting Policies and Procedures and Proxy Voting Record (Unaudited)
A copy of (1) the Funds 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 Commissions 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 Funds first and third fiscal quarters on Form N-Q. The Funds Forms N-Q are available on the Securities and Exchange Commissions website at http://www.sec.gov. The Funds Forms N-Q may be reviewed and copied at the Securities and Exchange Commissions 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.
26
ALTERNATIVE INVESTMENT PARTNERS |
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AIP Multi-Strategy Fund A
100 Front Street, Suite 400
West Conshohocken, PA 19428
Trustees
Michael Nugent, Chairperson of the Board and Trustee
Frank L. Bowman
Michael Bozic
Kathleen A. Dennis
James F. Higgins
Dr. Manuel H. Johnson
Joseph J. Kearns
Michael F. Klein
W. Allen Reed
Fergus Reid
Officers
Jacques Chappuis, President and Principal Executive Officer
Stefanie V. Chang Yu, Vice President
Mustafa Jama, Vice President
Matthew Graver, Vice President
Mary Ann Picciotto, Chief Compliance Officer
Noel Langlois, Treasurer and Chief Financial Officer
Mary E. Mullin, Secretary
Investment Adviser
Morgan Stanley AIP GP LP
100 Front Street, Suite 400
West Conshohocken, PA 19428
Administrator, Custodian, Fund Accounting Agent and Escrow Agent
State Street Bank and Trust Company
One Lincoln Street
Boston, MA 02111
Transfer Agent
Boston Financial Data Services, Inc.
30 Dan Road
Canton, MA 02021
Independent Registered Public Accounting Firm
Ernst & Young LLP
One Commerce Square
2005 Market Street, Suite 700
Philadelphia, PA 19103
Legal Counsel
Dechert LLP
1095 Avenue of the Americas
New York, NY 10036
Kramer Levin Naftalis & Frankel LLP
1177 Avenue of the Americas
New York, NY 10036
27
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 Registrants principal executive officer and principal financial officer have concluded that the Registrants 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 Commissions 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 Registrants internal control over financial reporting that occurred during the registrants most recent fiscal half-year (the registrants second fiscal half-year in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants 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 MULTI-STRATEGY FUND A | ||||
By: | /s/ Jacques Chappuis | |||
Name: | Jacques Chappuis | |||
Title: | President | |||
Date: | September 7, 2012 |
Pursuant to the requirements of the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
By: | /s/ Jacques Chappuis | |||
Name: | Jacques Chappuis | |||
Title: | Principal Executive Officer | |||
Date: | September 7, 2012 | |||
By: | /s/ Noel Langlois | |||
Name: | Noel Langlois | |||
Title: | Principal Financial Officer | |||
Date: | September 7, 2012 |