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: 811-22095
MORGAN STANLEY GLOBAL LONG/SHORT 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, 2009
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: |
MORGAN STANLEY GLOBAL LONG/SHORT FUND P
Financial Statements (Unaudited)
For the Period from January 1, 2009 to June 30, 2009
Morgan Stanley Global Long/Short Fund P
Financial Statements (Unaudited)
For the Period from January 1, 2009 to June 30, 2009
Financial Statements (Unaudited)
1 | ||
2 | ||
3 | ||
4 | ||
5 | ||
Proxy Voting Policies and Procedures and Proxy Voting Record | 14 | |
14 |
Unaudited financial statements for Morgan Stanley Global Long/Short Fund A for the period from January 1, 2009 to June 30, 2009 are attached to these financial statements and are an integral part thereof.
Morgan Stanley Global Long/Short Fund P
Statement of Assets and Liabilities (Unaudited)
June 30, 2009
Assets | ||||
Investment in Morgan Stanley Global Long/Short Fund A, at fair value (cost $119,068,157) | $ | 114,317,931 | ||
Cash | 142,388 | |||
Prepaid investments in Morgan Stanley Global Long/Short Fund A | 5,500,000 | |||
Repurchases receivable from Morgan Stanley Global Long/Short Fund A | 2,648,420 | |||
Other assets | 2,373 | |||
Total assets | 122,611,112 | |||
Liabilities | ||||
Subscriptions received in advance | 5,517,000 | |||
Payable for share repurchases | 2,648,420 | |||
Shareholder services fee payable | 202,008 | |||
Accrued expenses and other liabilities | 77,555 | |||
Total liabilities | 8,444,983 | |||
Net assets | $ | 114,166,129 | ||
Net assets consist of: | ||||
Net capital | $ | 121,959,794 | ||
Accumulated undistributed net investment income (loss) | (264,599 | ) | ||
Accumulated net realized gain (loss) from investments | (2,778,840 | ) | ||
Net unrealized depreciation on investments | (4,750,226 | ) | ||
Net assets | $ | 114,166,129 | ||
Net asset value per share: | ||||
128,494.886 shares issued and outstanding, no par value, 1,000,000 registered shares | $ | 888.49 | ||
Maximum offering price per share | $ | 906.26 |
See accompanying notes and attached unaudited financial statements for Morgan Stanley Global Long/Short Fund A.
1
Morgan Stanley Global Long/Short Fund P
Statement of Operations (Unaudited)
For the Period from January 1, 2009 to June 30, 2009
Expenses | ||||
Shareholder services fees | $ | 393,933 | ||
Transfer agent fees | 53,632 | |||
Professional fees | 40,376 | |||
Registration fees | 16,494 | |||
Insurance expense | 3,985 | |||
Other | 22,699 | |||
Total fund expenses | 531,119 | |||
Net investment income (loss) | (531,119 | ) | ||
Realized and unrealized gain (loss) from investments in Morgan Stanley Global Long/Short Fund A | ||||
Net realized gain (loss) from investments | (1,288,014 | ) | ||
Net change in unrealized appreciation/depreciation on investments | 6,456,187 | |||
Net realized and unrealized gain (loss) from investments in Morgan Stanley Global Long/Short Fund A | 5,168,173 | |||
Net increase (decrease) in net assets resulting from operations | $ | 4,637,054 | ||
See accompanying notes and attached unaudited financial statements for Morgan Stanley Global Long/Short Fund A.
2
Morgan Stanley Global Long/Short Fund P
Statements of Changes in Net Assets (Unaudited)
For the year ended December 31, 2008 | ||||
Net increase (decrease) in net assets resulting from operations: | ||||
Net investment income (loss ) | $ | 90,880 | ||
Net realized gain (loss) from investments | (1,490,826 | ) | ||
Net change in unrealized appreciation/depreciation on investments | (11,206,413 | ) | ||
Net increase (decrease) in net assets resulting from operations | (12,606,359 | ) | ||
Shareholder transactions | ||||
Subscriptions (representing 147,848.678 shares) | 141,158,886 | |||
Repurchases (representing 29,730.908 shares) | (28,122,883 | ) | ||
Net increase (decrease) in net assets from shareholder transactions | 113,036,003 | |||
Total increase (decrease) in net assets | 100,429,644 | |||
Net assets, beginning of year (representing 100.000 shares) | 100,000 | * | ||
Net assets, end of year (representing 118,217.770 shares) | $ | 100,529,644 | ||
* | The Fund was initially capitalized with $100,000 of capital on November 15, 2007. The Fund commenced operations on January 1, 2008. |
For the period from January 31, 2009 to June 30, 2009 | ||||
Net increase (decrease) in net assets resulting from operations: | ||||
Net investment income (loss) | $ | (531,119 | ) | |
Net realized gain (loss) from investments | (1,288,014 | ) | ||
Net change in unrealized appreciation/depreciation on investments | 6,456,187 | |||
Net increase (decrease) in net assets resulting from operations | 4,637,054 | |||
Shareholder transactions | ||||
Subscriptions (representing 24,434.987 shares) | 21,257,496 | |||
Repurchases (representing 14,157.871 shares) | (12,258,065 | ) | ||
Net increase (decrease) in net assets from shareholder transactions | 8,999,431 | |||
Total increase (decrease) in net assets | 13,636,485 | |||
Net assets, beginning of period (representing 118,217.770 shares) | 100,529,644 | |||
Net assets, end of period (representing 128,494.886 shares) | $ | 114,166,129 | ||
See accompanying notes and attached unaudited financial statements for Morgan Stanley Global Long/Short Fund A.
3
Morgan Stanley Global Long/Short Fund P
Statement of Cash Flows (Unaudited)
For the Period from January 1, 2009 to June 30, 2009
Cash flows from operating activities | ||||
Net increase (decrease) in net assets resulting from operations | $ | 4,637,054 | ||
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 | 1,288,014 | |||
Net change in unrealized appreciation/depreciation on investments | (6,456,187 | ) | ||
Purchase of investments in Morgan Stanley Global Long/Short Fund A | (20,765,000 | ) | ||
Proceeds from sales of investments in Morgan Stanley Global Long/Short Fund A | 12,258,064 | |||
(Increase) decrease in short-term investments | 1,031,558 | |||
(Increase) decrease in prepaid investments in Morgan Stanley Global Long/Short Fund A | (5,500,000 | ) | ||
(Increase) decrease in repurchases receivable from Morgan Stanley Global Long/Short Fund A | (1,025,537 | ) | ||
(Increase) decrease in other assets | (1,527 | ) | ||
Increase (decrease) in shareholder services payable | 16,351 | |||
Increase (decrease) in accrued expenses and other liabilities | (7,370 | ) | ||
Net cash provided by (used in) operating activities | (14,524,580 | ) | ||
Cash flows from financing activities | ||||
Subscriptions (including subscriptions received in advance) | 25,849,496 | |||
Repurchases | (11,232,528 | ) | ||
Net cash provided by (used in) financing activities | 14,616,968 | |||
Net change in cash | 92,388 | |||
Cash at beginning of period | 50,000 | |||
Cash at end of period | $ | 142,388 | ||
Supplemental disclosure of cash flow information: | ||||
Conversion to shareholder subscriptions in 2009 of subscriptions received in advance during 2008 | $ | 925,000 | ||
See accompanying notes and attached unaudited financial statements for Morgan Stanley Global Long/Short Fund A.
4
Morgan Stanley Global Long/Short Fund P
Notes to Financial Statements (Unaudited)
June 30, 2009
1. | Organization |
Morgan Stanley Global Long/Short Fund P (the “Fund”) was organized under the laws of the State of Delaware as a statutory trust on July 12, 2007 pursuant to an Agreement and Declaration of Trust (the “Trust Deed”) and commenced operations on January 1, 2008. 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 Morgan Stanley Global Long/Short 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 “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 long and short equity investment strategies in pursuit of attractive risk-adjusted returns consistent with the preservation of capital. Long and short equity investment strategies allow investment managers the flexibility to use leveraged or short-sale positions to take advantage of perceived inefficiencies across the global capital markets. The Master Fund may seek to gain investment exposure to certain Investment Funds or to adjust market or risk exposure by entering into derivative transactions such as total return swaps, options and futures. As of June 30, 2009, the Fund had a 97.43% 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 or the 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. Such policies are consistently followed by the Fund in preparation of its financial statements. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates.
See attached unaudited financial statements for Morgan Stanley Global Long/Short Fund A.
5
Morgan Stanley Global Long/Short Fund P
Notes to Financial Statements (Unaudited) (continued)
2. | Significant Accounting Policies (continued) |
Investment in the Fund
The Fund offers on a continuous basis through Morgan Stanley Distribution Inc. (the “Distributor”), an affiliate of Morgan Stanley, up to 1,000,000 shares of beneficial interest (“Shares”). The initial closing date (“Initial Closing Date”) for public offering of Shares was January 1, 2008. 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, plus any applicable sales load, and have been offered in a continuous offering thereafter at the Fund’s then current net asset value per Share, plus any applicable sales load. The Distributor may enter into selected dealer arrangements with various broker and dealers (“Selling Agents”), some of which may be affiliates of the Fund, that have agreed to participate in the distribution of the Fund’s Shares.
Shares are to be sold only to investors (“Shareholders”) that represent that they are “accredited investors” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and “qualified clients” within the meaning of Rule 205-3 promulgated under the Investment Advisers Act of 1940. The Distributor and/or any Selling Agent may impose additional eligibility requirements for Shareholders who purchase shares through the Distributor or such Selling Agent. The minimum initial investment in the Fund by any Shareholder is $100,000 and the minimum additional investment in the Fund by a Shareholder is $25,000. The Fund may modify these minimums from time to time. Shareholders may only purchase their Shares through the Distributor or through 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 made by the Master Fund 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 (or, if any such date is not a business day, on the immediately preceding business day). In general, the Fund will initially pay at least 90% of the estimated value of the repurchased Shares to Shareholders as of the later of: (1) a period of within 30 days after the value of the Shares to be repurchased is determined, or (2) if the Master Fund has requested withdrawals of its capital from any Investment Funds in order to fund the repurchase of Shares, within ten business days after the Master Fund has received at least 90% of the aggregate amount withdrawn by the Master Fund from such Investment Funds. The remaining amount will be paid promptly after the completion of the annual audit of the Fund and preparation of the Fund’s audited financial statements.
See attached unaudited financial statements for Morgan Stanley Global Long/Short Fund A.
6
Morgan Stanley Global Long/Short Fund P
Notes to Financial Statements (Unaudited) (continued)
2. | Significant Accounting Policies (continued) |
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, 2009. Valuation of Investment Funds and other investments held by the Master Fund 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.
Fair Value of Financial Instruments
The fair value of the Fund’s assets and liabilities which qualify as financial instruments under Statement of Financial Accounting Standards No. 107, “Disclosures about Fair Values of Financial Instruments,” approximates the carrying amounts presented in the Statement of Assets and Liabilities.
In accordance with Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (“FAS 157”), 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. FAS 157 establishes 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 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, interest rates, prepayment speeds, credit risk, etc.) |
• | Level 3 – significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments) |
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
See attached unaudited financial statements for Morgan Stanley Global Long/Short Fund A.
7
Morgan Stanley Global Long/Short Fund P
Notes to Financial Statements (Unaudited) (continued)
2. | Significant Accounting Policies (continued) |
Fair Value of Financial Instruments (continued)
The units of account that are valued by the Fund are its interests in the Master Fund or other financial instruments and not the underlying holdings of the Master Fund or other financial instruments. Thus, the inputs used by the Fund to value its investments in the Master Fund or other financial instruments may differ from the inputs used to value the underlying holdings of the Master Fund or other financial instruments.
The following is a summary of the inputs used as of June 30, 2009 in valuing the Fund’s investments carried at fair value:
Investment in Master Fund | |||
Valuation Inputs | |||
Level 1 - Quoted Prices | $ | — | |
Level 2 - Other Significant Observable Inputs | — | ||
Level 3 - Significant Unobservable Inputs | 114,317,931 | ||
Total | $ | 114,317,931 | |
The following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining value:
Investment in Master Fund | ||||
Balance as of December 31, 2008 | $ | 100,642,822 | ||
Net realized gain (loss) | (1,288,014 | ) | ||
Net change in unrealized appreciation/depreciation | 6,456,187 | |||
Net purchases (sales) | 8,506,936 | |||
Net transfers in or out of Level 3 | — | |||
Balance as of June 30, 2009 | $ | 114,317,931 | ||
Net change in unrealized appreciation/depreciation from investments still held as of June 30, 2009 | $ | 6,456,187 |
See attached unaudited financial statements for Morgan Stanley Global Long/Short Fund A.
8
Morgan Stanley Global Long/Short Fund P
Notes to Financial Statements (Unaudited) (continued)
2. | Significant Accounting Policies (continued) |
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 change in net asset value of the investment in the Master Fund is included in net change in unrealized appreciation/depreciation on investments in the Statement of Operations. Redemption proceeds received, whether in the form of cash or securities, are applied as a reduction of the investment in the Master Fund’s cost, and realized gain (loss) from investment in the Master Fund is calculated using specific identification.
State Street Bank and Trust Company (“State Street”) provides accounting and administrative services to the Fund. State Street also serves as the Fund’s custodian.
Boston Financial Data Services, Inc. (“BFDS”) serves as the Fund’s transfer agent. Transfer agent fees are payable monthly based on an annual per shareholder account charge plus out-of-pocket expenses incurred by BFDS on the Fund’s behalf.
Federal 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. 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.
Financial Accounting Standards Board (“FASB”) Interpretation 48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement 109” (“FIN 48”) clarifies the accounting for income taxes by prescribing the minimum recognition threshold a tax position must meet before being recognized in the financial statements and applies to all open tax years as of the effective date. Generally, the tax authorities can examine all tax returns filed for the last three years. As of June 30, 2009, there was no impact to the Fund’s financial statements as a result of the adoption of FIN 48.
At June 30, 2009, the cost and related gross unrealized appreciation and depreciation for tax purposes were as follows:
Cost of investments for tax purposes | $ | 122,077,036 | ||
Gross tax unrealized appreciation | $ | — | ||
Gross tax unrealized depreciation | (7,759,105 | ) | ||
Net tax unrealized appreciation/depreciation on investments | $ | (7,759,105 | ) | |
See attached unaudited financial statements for Morgan Stanley Global Long/Short Fund A.
9
Morgan Stanley Global Long/Short Fund P
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 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. As such, the Fund expects that its distributions generally will be taxable as ordinary income to the Shareholder. The Fund will inform Shareholders of the amount and character of its distributions to 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.
There were no distributions paid during the period from January 1, 2009 to June 30, 2009.
There were no distributions paid during the year ended December 31, 2008.
As of December 31, 2008, the components of distributable earnings on a tax basis were as follows:
Undistributed ordinary income | $ | 371,376 | |
Net realized gains or losses may differ for financial reporting and tax purposes primarily as a result of deferral of losses relating to wash sale transactions.
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 charged to the Master Fund by the Adviser. Please refer to the attached financial statement of the Master Fund for a discussion of the computation of the management fee.
See attached unaudited financial statements for Morgan Stanley Global Long/Short Fund A.
10
Morgan Stanley Global Long/Short Fund P
Notes to Financial Statements (Unaudited) (continued)
3. | Management Fee, Related Party Transactions and Other (continued) |
The Distributor and Selling Agents may charge Shareholders a sales load of up to 2% of the Shareholder’s purchase. Investments of $100,000 - $499,999 will be subject to a maximum sales load of 2%; investments of $500,000 - $999,999 will be subject to a maximum sales load of 1.5%; 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 not be subject to a sales load. The Distributor and/or a Selling Agent may, in its discretion, waive the sales load for certain investors.
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 0.0625% (0.75% 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, 2009 to June 30, 2009, the Fund incurred shareholder servicing fees of $393,933.
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 Morgan Stanley Global Long/Short Fund A.
11
Morgan Stanley Global Long/Short 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 periods less than one year.
For the Period from January 1, 2009 to June 30, 2009 | For the Year Ended December 31, 2008 | |||||||
For a Share outstanding throughout the period: | ||||||||
Net asset value, beginning of period | $ | 850.38 | $ | 1,000.00 | ||||
Net investment income (loss) (a) | (4.37 | ) | 1.17 | |||||
Net realized and unrealized gain (loss) on investments | 42.48 | (150.79 | ) | |||||
Net increase (decrease) resulting from operations | 38.11 | (149.62 | ) | |||||
Net asset value, end of period | $ | 888.49 | $ | 850.38 | ||||
Total return (b) | 4.48 | % | (14.96 | %) | ||||
Ratio of total expenses to average net assets before expense reimbursements (c) | 1.05 | % | 2.90 | % | ||||
Ratio of total expenses to average net assets after expense reimbursements (c) | 1.05 | % | 2.24 | % | ||||
Ratio of net investment income (loss) to average net assets (d) | (0.49 | %) | (1.21 | %) | ||||
Portfolio turnover (e) | 29.82 | % | 15.90 | % | ||||
Net assets, end of period (000s) | $ | 114,166 | $ | 100,530 |
(a) | Calculated based on the average shares outstanding methodology. |
(b) | 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. |
(c) | Includes expenses of the Master Fund. |
(d) | Includes income and expenses of the Master Fund. |
(e) | The portfolio turnover rate reflects investment activity of the Master Fund. |
The above ratios and total return 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.
6. | Subsequent Events |
In accordance with the provisions set forth in FASB Statement of Financial Accounting Standards No. 165, “Subsequent Events,” the Fund has evaluated the possibility of subsequent events that may require disclosure in the Fund’s financial statements through August 26, 2009, the date that the financial statements were issued.
See attached unaudited financial statements for Morgan Stanley Global Long/Short Fund A.
12
Morgan Stanley Global Long/Short Fund P
Notes to Financial Statements (Unaudited) (continued)
6. | Subsequent Events (continued) |
From July 1, 2009 through August 26, 2009, the Fund accepted and received approximately $8.1 million in additional subscriptions. The Fund has also received tenders to repurchase Shares of approximately $2.1 million in respect of the quarterly tender offer for September 30, 2009.
See attached unaudited financial statements for Morgan Stanley Global Long/Short Fund A.
13
Morgan Stanley Global Long/Short 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 June 30 is available without charge, upon request, by calling the Master Fund at 1-888-322-4675. This information is also available on the Securities and Exchange Commission’s website at http://www.sec.gov.
Quarterly Portfolio Schedule (Unaudited)
The Fund also files a complete schedule of portfolio holdings with the Securities and Exchange Commission for the Fund’s first and third fiscal quarters on Form N-Q. The Fund’s Forms N-Q are available on the Securities and Exchange Commission’s website at http://www.sec.gov. The Fund’s Form 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.
See attached unaudited financial statements for Morgan Stanley Global Long/Short Fund A.
14
Morgan Stanley Global Long/Short Fund P
100 Front Street, Suite 400
West Conshohocken, Pennsylvania 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
Randy Takian, President and Principal Executive Officer
Stefanie V. Chang Yu, Vice President
Cory Pulfrey, Vice President
Mustafa Jama, Vice President
Matthew Graver, Vice President
Carsten Otto, Chief Compliance Officer
James W. Garrett, Treasurer and Chief Financial Officer
Mary E. Mullin, Secretary
Investment Adviser
Morgan Stanley AIP GP LP
100 Front Street, Suite 400
West Conshohocken, Pennsylvania 19428
Administrator, Custodian, Fund Accounting Agent and Escrow Agent
State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111
Transfer Agent
Boston Financial Data Services, Inc.
30 Dan Road
Canton, Massachusetts 02021
Independent Registered Public Accounting Firm
Ernst & Young LLP
Two Commerce Square
2001 Market Street, Suite 4000
Philadelphia, PA 19103
Legal Counsel
Clifford Chance US LLP
31 West 52nd Street
New York, New York 10019
Kramer Levin Naftalis & Frankel LLP
1177 Avenue of the Americas
New York, New York 10036
See attached unaudited financial statements for Morgan Stanley Global Long/Short Fund A.
15
MORGAN STANLEY GLOBAL LONG/SHORT FUND A
Financial Statements (Unaudited)
For the Period from January 1, 2009 to June 30, 2009
Morgan Stanley Global Long/Short Fund A
Financial Statements (Unaudited)
For the Period from January 1, 2009 to June 30, 2009
Financial Statements (Unaudited)
1 | ||
2 | ||
3 | ||
4 | ||
5 | ||
8 | ||
19 | ||
Proxy Voting Policies and Procedures and Proxy Voting Record | 22 | |
22 |
Morgan Stanley Global Long/Short Fund A
Statement of Assets and Liabilities (Unaudited)
June 30, 2009
Assets | ||||
Investments in investment funds, at fair value (cost $102,038,674) | $ | 102,723,607 | ||
Short-term investments (cost $601,469) | 601,469 | |||
Cash | 199,978 | |||
Prepaid investments in investment funds | 17,950,000 | |||
Receivable for investments sold | 6,945,819 | |||
Other assets | 8,572 | |||
Total assets | 128,429,445 | |||
Liabilities | ||||
Subscriptions received in advance | 5,500,000 | |||
Payable for share repurchases | 2,805,222 | |||
Line of credit payable | 2,500,000 | |||
Management fee payable | 145,153 | |||
Professional fee payable | 106,562 | |||
Accrued expenses and other liabilities | 33,961 | |||
Total liabilities | 11,090,898 | |||
Net assets | $ | 117,338,547 | ||
Net assets consist of: | ||||
Net capital | $ | 124,469,811 | ||
Accumulated undistributed net investment income (loss) | (1,808,802 | ) | ||
Accumulated net realized gain (loss) from investments | (6,007,395 | ) | ||
Net unrealized appreciation on investments | 684,933 | |||
Net assets | $ | 117,338,547 | ||
Net asset value per share: | ||||
131,307.904 shares issued and outstanding, no par value, 1,000,000 registered shares | $ | 893.61 |
The accompanying notes are an integral part of these financial statements and should be read in conjunction therewith.
1
Morgan Stanley Global Long/Short Fund A
Statement of Operations (Unaudited)
For the Period from January 1, 2009 to June 30, 2009
Investment income | ||||
Dividend | $ | 11,777 | ||
Total investment income | 11,777 | |||
Expenses | ||||
Management fees | 404,775 | |||
Professional fees | 84,587 | |||
Accounting and administration fees | 21,828 | |||
Custody fees | 20,466 | |||
Transfer agent fees | 17,558 | |||
Registration fees | 10,982 | |||
Insurance expense | 5,372 | |||
Trustees’ fees | 1,901 | |||
Other | 20,216 | |||
Total expenses | 587,685 | |||
Net investment income (loss) | (575,908 | ) | ||
Realized and unrealized gain (loss) from investments | ||||
Net realized gain (loss) from investments in investment funds | (2,389,587 | ) | ||
Net realized gain (loss) from investments | (2,389,587 | ) | ||
Net change in unrealized appreciation/depreciation on investments in investment funds | 8,261,235 | |||
Net change in unrealized appreciation/depreciation on investments | 8,261,235 | |||
Net realized and unrealized gain (loss) from investments | 5,871,648 | |||
Net increase (decrease) in net assets resulting from operations | $ | 5,295,740 | ||
The accompanying notes are an integral part of these financial statements and should be read in conjunction therewith.
2
Morgan Stanley Global Long/Short Fund A
Statements of Changes in Net Assets (Unaudited)
For the year ended December 31, 2008 | ||||
Net increase (decrease) in net assets resulting from operations: | ||||
Net investment income (loss) | $ | (946,399 | ) | |
Net realized gain (loss) from investments | (3,558,377 | ) | ||
Net change in unrealized appreciation/depreciation on investments | (7,576,302 | ) | ||
Net increase (decrease) in net assets resulting from operations | (12,081,078 | ) | ||
Distributions to shareholders from: | ||||
Net investment income | (631,597 | ) | ||
Shareholder transactions | ||||
Subscriptions (representing 147,180.170 shares) | 140,831,886 | |||
Distributions reinvested (representing 748.303 shares) | 631,597 | |||
Repurchases (representing 29,667.771 shares) | (28,122,883 | ) | ||
Net increase (decrease) in net assets from shareholder transactions | 113,340,600 | |||
Total increase (decrease) in net assets | 100,627,925 | |||
Net assets, beginning of year (representing 100.000 shares) | 100,000 | * | ||
Net assets, end of year (representing 118,360.702 shares) | $ | 100,727,925 | ||
* | The Fund was initially capitalized with $100,000 of capital on November 15, 2007. The Fund commenced operations on January 1, 2008. |
For the period from January 1, 2009 to June 30, 2009 | ||||
Net increase (decrease) in net assets resulting from operations: | ||||
Net investment income (loss) | $ | (575,908 | ) | |
Net realized gain (loss) from investments | (2,389,587 | ) | ||
Net change in unrealized appreciation/depreciation on investments | 8,261,235 | |||
Net increase (decrease) in net assets resulting from operations | 5,295,740 | |||
Shareholder transactions | ||||
Subscriptions (representing 27,225.954 shares) | 23,729,747 | |||
Repurchases (representing 14,278.752 shares) | (12,414,865 | ) | ||
Net increase (decrease) in net assets from shareholder transactions | 11,314,882 | |||
Total increase (decrease) in net assets | 16,610,622 | |||
Net assets, beginning of period (representing 118,360.702 shares) | 100,727,925 | |||
Net assets, end of period (representing 131,307.904 shares) | $ | 117,338,547 | ||
The accompanying notes are an integral part of these financial statements and should be read in conjunction therewith.
3
Morgan Stanley Global Long/Short Fund A
Statement of Cash Flows (Unaudited)
For the Period from January 1, 2009 to June 30, 2009
Cash flows from operating activities | ||||
Net increase (decrease) in net assets resulting from operations | $ | 5,295,740 | ||
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 | 2,389,587 | |||
Net unrealized appreciation/depreciation on investments in investment funds | (8,261,235 | ) | ||
Purchase of investments in investment funds | (34,766,644 | ) | ||
Proceeds from sales of investments in investment funds | 28,539,789 | |||
(Increase) decrease in short-term investments | 1,513,544 | |||
(Increase) decrease in prepaid investments in investment funds | (14,450,000 | ) | ||
(Increase) decrease in receivable for investments sold | (630,894 | ) | ||
(Increase) decrease in other assets | 4,977 | |||
Increase (decrease) in line of credit payable | 2,500,000 | |||
Increase (decrease) in management fee payable | 19,290 | |||
Increase (decrease) in professional fee payable | 23,841 | |||
Increase (decrease) in accrued expenses and other liabilites | (25,238 | ) | ||
Net cash provided by (used in) operating activities | (17,847,243 | ) | ||
Cash flows from financing activities | ||||
Subscriptions (including subscriptions received in advance) | 29,229,747 | |||
Repurchases | (11,232,526 | ) | ||
Net cash provided by (used in) financing activities | 17,997,221 | |||
Net change in cash | 149,978 | |||
Cash at beginning of period | 50,000 | |||
Cash at end of period | $ | 199,978 | ||
The accompanying notes are an integral part of these financial statements and should be read in conjunction therewith.
4
Morgan Stanley Global Long/Short Fund A
Schedule of Investments (Unaudited)
June 30, 2009
Description | First Acquisition Date | Cost | Fair Value | Percent of Net Assets | First Available Redemption Date* | Liquidity** | |||||||||
Investment Funds | |||||||||||||||
Equity Long/Short - High Hedge | |||||||||||||||
Ascend Partners Fund II, Ltd. | 1/1/2008 | $ | 4,850,000 | $ | 5,021,615 | 4.28 | % | 9/30/2009 | Quarterly | ||||||
Prism Partners IV Leveraged Offshore Fund | 3/1/2008 | 5,475,000 | 5,761,889 | 4.91 | 8/31/2009 | Monthly | |||||||||
Theorema Europe Fund, Ltd. | 1/1/2008 | 4,932,651 | 4,775,584 | 4.07 | 7/31/2009 | Monthly | |||||||||
Total Equity Long/Short - High Hedge | 15,257,651 | 15,559,088 | 13.26 | ||||||||||||
Equity Long/Short - Opportunistic | |||||||||||||||
Adelphi Europe Fund (The) | 1/1/2008 | 5,601,406 | 4,905,141 | 4.18 | 9/30/2009 | Quarterly | |||||||||
Amiya Global Emerging Opportunities Fund Limited | 1/1/2008 | 4,750,000 | 5,553,813 | 4.73 | 9/30/2009 | Quarterly | |||||||||
Asian Century Quest Offshore Fund, Ltd. | 6/1/2009 | 3,100,000 | 3,148,980 | 2.68 | 9/30/2009 | Quarterly | |||||||||
Boyer Allan Pacific Fund Inc. | 1/1/2008 | 2,150,000 | 1,824,369 | 1.56 | 8/31/2009 | Monthly | |||||||||
Broadway Gate Offshore Fund, Ltd. | 5/1/2009 | 4,250,000 | 4,270,417 | 3.64 | 6/30/2010 | Quarterly | |||||||||
East Side Capital Offshore, Ltd. | 1/1/2008 | 6,750,000 | 4,882,093 | 4.16 | 9/30/2009 | Quarterly | |||||||||
Eminence Fund, Ltd. | 1/1/2009 | 6,500,000 | 6,765,186 | 5.77 | 12/31/2009 | Quarterly | |||||||||
Highbridge Long/Short Equity Fund, Ltd. | 1/1/2008 | 4,550,000 | 4,585,788 | 3.91 | 9/30/2009 | Quarterly | |||||||||
Horizon Portfolio I Limited | 1/1/2008 | 4,641,965 | 4,814,649 | 4.10 | 9/30/2009 | Quarterly | |||||||||
Karsch Capital, Ltd. | 1/1/2008 | 7,602,355 | 7,419,633 | 6.33 | 8/31/2009 | Monthly | |||||||||
Lansdowne Global Financials Fund Limited | 1/1/2008 | 6,092,421 | 7,049,209 | 6.01 | 9/30/2009 | Monthly | |||||||||
Lansdowne UK Equity Fund Limited | 11/1/2008 | 4,242,876 | 4,847,412 | 4.13 | 9/30/2009 | Monthly | |||||||||
Nevsky Fund Limited | 6/1/2009 | 4,250,000 | 4,222,407 | 3.60 | 8/31/2009 | Monthly | |||||||||
OMG Opportunities 2x Fund Limited | 5/1/2009 | 5,100,000 | 5,190,771 | 4.42 | 7/31/2009 | Monthly | |||||||||
RoyalCap Value Fund, Ltd. | 1/1/2009 | 5,000,000 | 5,242,007 | 4.47 | 9/30/2009 | Quarterly | |||||||||
Seligman Tech Spectrum Fund | 1/1/2008 | 7,200,000 | 7,619,294 | 6.49 | 9/30/2009 | Quarterly | |||||||||
Tudor Global Emerging Markets Fund Ltd. | 10/1/2008 | 5,000,000 | 4,823,350 | 4.11 | 9/30/2009 | Quarterly | |||||||||
Total Equity Long/Short - Opportunistic | 86,781,023 | 87,164,519 | 74.29 | ||||||||||||
Total Investments in Investment Funds | $ | 102,038,674 | $ | 102,723,607 | 87.55 | % | |||||||||
The accompanying notes are an integral part of these financial statements and should be read in conjunction therewith.
5
Morgan Stanley Global Long/Short Fund A
Schedule of Investments (Unaudited) (continued)
June 30, 2009
Description | Cost | Fair Value | Percent of Net Assets | ||||||
Short-Term Investments | |||||||||
State Street Institutional Liquid Reserves Fund - Institutional Class 0.45% | $ | 601,469 | $ | 601,469 | 0.51 | % | |||
Total Short-Term Investments | 601,469 | 601,469 | 0.51 | ||||||
Total Investments in Investment Funds and Short-Term Investments | $ | 102,640,143 | 103,325,076 | 88.06 | |||||
Other Assets, less Liabilities | 14,013,471 | 11.94 | |||||||
Total Net Assets | $ | 117,338,547 | 100.00 | % | |||||
Detailed information about all of the Investment Funds’ portfolios is not available.
* | Investments in Investment Funds may be composed of multiple tranches. The First Available Redemption Date relates to the earliest date after June 30, 2009 that redemption from a tranche is available. Other tranches may have an available redemption date that is after the First 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.
6
Morgan Stanley Global Long/Short Fund A
Schedule of Investments (Unaudited) (continued)
June 30, 2009
Strategy Allocation | Percent of Net Assets | ||
Equity Long/Short - Opportunistic | 74.29 | % | |
Equity Long/Short - High Hedge | 13.26 | ||
Short-Term Investments | 0.51 | ||
Total Investments in Investment Funds and Short-Term Investments | 88.06 | % | |
The accompanying notes are an integral part of these financial statements and should be read in conjunction therewith.
7
Morgan Stanley Global Long/Short Fund A
Notes to Financial Statements (Unaudited)
June 30, 2009
1. | Organization |
Morgan Stanley Global Long/Short Fund A (the “Fund”) was organized under the laws of the State of Delaware as a statutory trust on July 12, 2007 pursuant to an Agreement and Declaration of Trust (the “Trust Deed”) and commenced operations on January 1, 2008. 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 long and short equity investment strategies in pursuit of attractive risk-adjusted returns consistent with the preservation of capital. Long and short equity 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 “Adviser”) and is responsible for providing day-to-day investment management services to the Fund, subject to the supervision of the Fund’s Board of Trustees (the “Board”). The Adviser is registered as an investment adviser under the U.S. Investment Advisers Act of 1940, as amended (the “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 a feeder fund invests substantially all of its assets in the Fund. As of June 30, 2009, Morgan Stanley Global Long/Short Fund P, a feeder fund to the Fund, represented 97.43% of the Fund’s net assets.
The Board has overall responsibility for monitoring and overseeing the Fund’s investment program and its management and operations. A majority of the members of the Board are not “interested persons” (as defined by the 1940 Act) of the Fund or the Adviser.
The Fund offers on a continuous basis through Morgan Stanley Distribution Inc. (the “Distributor”), an affiliate of Morgan Stanley, up to 1,000,000 shares of beneficial interest (“Shares”). The initial closing date (“Initial Closing Date”) for the public offering of Shares was January 1, 2008. 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 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 be purchased as of the first business day of each month from the Distributor at the Fund’s 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 offer Shares in conjunction with a “wrap” fee, asset allocation or other managed asset program sponsored by such RIA.
8
Morgan Stanley Global Long/Short 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 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 a Shareholder is $100,000 and the minimum additional investment in the Fund by a Shareholder is $25,000. 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 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 will be paid out promptly after completion of the annual audit of the Fund and preparation of the Fund’s audited financial statements.
2. | Significant Accounting Policies |
The following significant accounting policies are in conformity with U.S. generally accepted accounting principles. Such policies are consistently followed by the Fund in preparation of its financial statements. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. 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.
9
Morgan Stanley Global Long/Short Fund A
Notes to Financial Statements (Unaudited) (continued)
2. | Significant Accounting Policies (continued) |
Portfolio Valuation (continued)
At June 30, 2009, 99.42% of the Fund’s portfolio was comprised of investments in Investment Funds and 0.58% was invested in short-term investments. 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. Valuations 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 valuations 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 and offering memoranda. The Fund’s investments in Investment Funds are subject to the terms and conditions of the respective operating agreements and offering memoranda, as appropriate.
Some of the Investment Funds may hold a portion of their assets in “side pockets,” which are sub-funds within the Investment Funds that have restricted liquidity, potentially extending over a much longer period than the typical liquidity an investment in the Investment Funds may provide. Should the Fund seek to liquidate its investment in an Investment Fund that maintains these side pockets, the Fund might not be able to fully liquidate its investment without delay, which could be considerable. In such cases, until the Fund is permitted to fully liquidate its interest in the Investment Fund, the value of its investment could fluctuate based on adjustments to the fair value of the side pocket as determined by the Investment Fund’s investment manager. As of June 30, 2009, none of the Fund’s 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 processes 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 valuation supplied by, or on behalf of, such Investment Fund and to determine independently the value of the Fund’s interest in such Investment Fund, consistent with the Fund’s fair valuation procedures.
Where no fair 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 value, the Adviser will determine, in good faith, the fair value of the Investment Fund under procedures adopted by the Board and subject to Board supervision. In accordance with the Fund’s Prospectus, the Adviser values the Fund’s assets based on such reasonably available relevant information as it considers material. Because of the inherent uncertainty of valuation, the values of the Fund’s investments may differ significantly from the values that would have been used had a ready market for the investments held by the Fund been available.
10
Morgan Stanley Global Long/Short Fund A
Notes to Financial Statements (Unaudited) (continued)
2. | Significant Accounting Policies (continued) |
Fair Value of Financial Instruments
The fair value of the Fund’s assets and liabilities which qualify as financial instruments under Statement of Financial Accounting Standards No. 107, “Disclosures about Fair Values of Financial Instruments,” approximates the carrying amounts presented in the Statement of Assets and Liabilities.
In accordance with Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (“FAS 157”), 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. FAS 157 establishes 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 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, interest rates, prepayment speeds, credit risk, etc.) |
• | Level 3 – significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments) |
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
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.
11
Morgan Stanley Global Long/Short Fund A
Notes to Financial Statements (Unaudited) (continued)
2. | Significant Accounting Policies (continued) |
Fair Value of Financial Instruments (continued)
The following is a summary of the inputs used as of June 30, 2009 in valuing the Fund’s investments carried at fair value:
Investments in Investment Funds | Other Financial Instruments* | |||||
Valuation Inputs | ||||||
Level 1 - Quoted Prices | $ | — | $ | 601,469 | ||
Level 2 - Other Significant Observable Inputs | — | — | ||||
Level 3 - Significant Unobservable Inputs | 102,723,607 | — | ||||
Total | $ | 102,723,607 | $ | 601,469 | ||
* | Other financial instruments include short-term investments. |
The following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining value:
Investments in Investment Funds | ||||
Balance as of December 31, 2008 | $ | 90,625,104 | ||
Net realized gain (loss) | (2,389,587 | ) | ||
Net change in unrealized appreciation/depreciation | 8,261,235 | |||
Net purchases (sales) | 6,226,855 | |||
Net transfers in or out of Level 3 | — | |||
Balance as of June 30, 2009 | $ | 102,723,607 | ||
Net change in unrealized appreciation/depreciation from investments still held as of June 30, 2009 | $ | 6,150,729 |
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 change in Investment Funds’ net asset value is included in net change in unrealized appreciation/depreciation on investments in Investment Funds in the Statement of Operations. Redemption proceeds received, whether in the form of cash or securities, are applied as a reduction of the Investment Fund’s cost, and realized gain (loss) from investments in Investment Funds is calculated using specific identification.
12
Morgan Stanley Global Long/Short Fund A
Notes to Financial Statements (Unaudited) (continued)
2. | Significant Accounting Policies (continued) |
Short-Term Investments
Short-term investments are invested in a money market fund or overnight in a short-term time deposit with the Fund’s custodian, State Street Bank and Trust Company (“State Street”). Investments in money market funds are valued at net asset value. Investments in short-term time deposits are valued at amortized cost, which approximates fair value.
Federal 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. 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.
The Fund intends to utilize provisions of federal income tax laws which allows 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 December 31, 2008, the Fund had an accumulated capital loss carryforward for tax purposes of $1,853,168, which will expire on December 31, 2016.
Financial Accounting Standards Board (“FASB”) Interpretation 48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement 109” (“FIN 48”) clarifies the accounting for income taxes by prescribing the minimum recognition threshold a tax position must meet before being recognized in the financial statements and applies to all open tax years as of the effective date. Generally, the tax authorities can examine all tax returns filed for the last three years. As of June 30, 2009, there was no impact to the Fund’s financial statements as a result of the adoption of FIN 48.
At June 30, 2009, the cost and related gross unrealized appreciation and depreciation for tax purposes were as follows:
Cost of investments for tax purposes | $ | 106,257,368 | ||
Gross tax unrealized appreciation | $ | — | ||
Gross tax unrealized depreciation | (3,533,761 | ) | ||
Net tax unrealized appreciation/depreciation on investments | $ | (3,533,761 | ) | |
13
Morgan Stanley Global Long/Short 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. As such, the Fund expects that distributions generally will be taxable as ordinary income to the Shareholder. In January, the Fund provides tax information to shareholders for the preceding calendar year.
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.
There were no distributions paid during the period from January 1, 2009 to June 30, 2009.
The tax character of distributions paid during the year ended December 31, 2008 was as follows:
Distributions paid from: | |||
Ordinary income | $ | 631,597 | |
As of December 31, 2008, the components of distributable earnings on a tax basis were as follows:
Undistributed ordinary income | $ | 301,662 | |
Net realized gains or losses may differ for financial reporting and tax purposes primarily as a result of termination of partnership interests, marked-to-market passive foreign investment companies (“PFICs”), and post-October losses of $1,764,640, which are not recognized for tax purposes until the first day of the following fiscal year.
3. | 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.
14
Morgan Stanley Global Long/Short Fund A
Notes to Financial Statements (Unaudited) (continued)
3. | Management Fee, Related Party Transactions and Other (continued) |
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 0.0625% (0.75% on an annualized basis) of the Fund’s month end net asset value. The management fee is an expense paid out of the Fund’s assets and is computed based on the value of the net assets of the Fund as of the close of business on the last business day of each month, before adjustments for any repurchases effective on that day. The management fee is in addition to the asset-based fees and incentive fees or allocations charged by the underlying Investment Funds and indirectly borne by Shareholders in the Fund. For the period from January 1, 2009 to June 30, 2009, the Fund incurred management fees of $404,775, of which $145,153 was payable to the Adviser at June 30, 2009.
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. At June 30, 2009, the Fund’s proportionate share of assets attributable to the DC Plan was $347.
Boston Financial Data Services, Inc. (“BFDS”) serves as the Fund’s transfer agent. Transfer agent fees are payable monthly based on an annual per Shareholder account charge plus out-of-pocket expenses incurred by BFDS on the Fund’s behalf.
15
Morgan Stanley Global Long/Short Fund A
Notes to Financial Statements (Unaudited) (continued)
4. | Financial Instruments with Off-Balance Sheet Risk |
In the normal course of business, the Investment Funds in which the Fund invests 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 Fund’s risk of loss in these Investment Funds is limited to the value of the Fund’s interest in these Investment Funds as reported by the Fund.
5. | Line of Credit |
Effective September 19, 2008, the Fund entered into a credit agreement with State Street for a revolving line of credit (the “Facility”). The maximum availability under the Facility is the lesser of $20,000,000 or the Maximum Amount, as defined in the credit agreement. The Fund pays an annual administration fee related to the Facility of $15,000. The annual interest rate on the borrowings is Federal Fund Rate plus 1.00%. Under the terms of the Facility, borrowings are repayable within 120 days of the initial date of advance. At June 30, 2009, there was $2,500,000 outstanding against the Facility. For the period from January 1, 2009 to June 30, 2009, the Fund incurred interest expense of $78 in connection with the Facility. Borrowings are secured by the Fund’s investments in Investment Funds. Detailed below is summary information concerning the borrowings:
# of Days Outstanding | Weighted Average Balance | Annualized Weighted Average Rate | ||
1 | $2,500,000 | 1.13% |
6. | Receivable for Investments Sold |
As of June 30, 2009, $6,945,819 was due to the Fund from five Investment Funds. The receivable amount represents the fair value of each investment in Investment Funds net of management fees and incentive fees/allocations. Substantially all of these amounts were collected subsequent to the balance sheet date.
7. | 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.
8. | Investments in Investment Funds |
As of June 30, 2009, the Fund invested primarily in Investment Funds. As of June 30, 2009, none of the Fund’s net assets were invested in Investment Funds with the next available redemption date extending beyond one year from June 30, 2009.
Prepaid investments in Investment Funds represent amounts transferred to Investment Funds prior to period-end relating to investments to be made effective July 1, 2009, pursuant to each Investment Fund’s operating agreements.
16
Morgan Stanley Global Long/Short Fund A
Notes to Financial Statements (Unaudited) (continued)
8. | Investments in Investment Funds (continued) |
For the period from January 1, 2009 to June 30, 2009, aggregate purchases and proceeds from sales of investments in Investment Funds were $34,766,644 and $28,539,789, respectively.
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, 2009 to June 30, 2009 | For the Year Ended December 31, 2008 | |||||||
For a Share outstanding throughout the period: | ||||||||
Net asset value, beginning of period | $ | 851.02 | $ | 1,000.00 | ||||
Net investment income (loss) (a) | (4.66 | ) | (12.22 | ) | ||||
Net realized and unrealized gain (loss) from investments | 47.25 | (131.37 | ) | |||||
Net increase (decrease) resulting from operations | 42.59 | (143.59 | ) | |||||
Distributions paid | ||||||||
Net investment income | — | (5.39 | ) | |||||
Net realized gain | — | — | ||||||
Net asset value, end of period | $ | 893.61 | $ | 851.02 | ||||
Total return (b) | 5.00 | % | (14.35 | %) | ||||
Ratio of total expenses to average net assets before expense waivers and reimbursements (c) | 0.54 | % | 1.84 | % | ||||
Ratio of total expenses to average net assets after expense waivers and reimbursements (c) | 0.54 | % | 1.47 | % | ||||
Ratio of net investment income (loss) to average net assets (d) | (0.53 | %) | (1.34 | %) | ||||
Portfolio turnover | 29.82 | % | 15.90 | % | ||||
Net assets, end of period (000s) | $ | 117,339 | $ | 100,728 |
(a) | Calculated based on the average shares outstanding methodology. |
(b) | Total return assumes a subscription of a Share in the Fund at the beginning of the period indicated and a repurchase of the Share on the last day of the period, and assumes reinvestment of all distributions during the period. |
(c) | Ratios do not reflect the Fund’s proportionate share of the expenses of the Investment Funds. |
(d) | Ratio does not reflect the Fund’s proportionate share of the income and expenses of the Investment Funds. |
The above ratios and total return 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.
17
Morgan Stanley Global Long/Short Fund A
Notes to Financial Statements (Unaudited) (continued)
10. | Subsequent Events |
In accordance with the provisions set forth in FASB Statement of Financial Accounting Standards No. 165, “Subsequent Events,” the Fund has evaluated the possibility of subsequent events that may require disclosure in the Fund’s financial statements through August 26, 2009, the date that the financial statements were issued.
From July 1, 2009 through August 26, 2009, the Fund made $2.5 million in repayments in connection with Facility.
From July 1, 2009 through August 26, 2009, the Fund accepted and received approximately $8.1 million in additional subscriptions and had redemptions of approximately $2.1 million.
18
Morgan Stanley Global Long/Short 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 advisory agreement (the “Advisory Agreement”), including selection of Investment Funds for investment of the Fund’s assets, allocation of the Fund’s assets among, and monitoring performance of, Investment Funds, evaluation of risk exposure of Investment Funds and reputation, experience and training of investment managers, management of short-term cash and operations of the Fund, day-to-day portfolio management, and general due diligence examination of Investment Funds before and after committing assets of the Fund for investment. The Board also reviewed and considered the nature and extent of the non-advisory, administrative services that the Adviser provides, or arranges at its expense, under the Advisory Agreement, including among other things, providing to the Fund office facilities, equipment and personnel.
The Board reviewed and considered the qualifications of the portfolio managers, the senior administrative managers and other key personnel of the Adviser who provide the administrative and advisory 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, fees and expenses of the Fund compared to an appropriate benchmark selected by the Adviser. 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, 2008, 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 Fund outperformed a benchmark selected by the Adviser and consisting of other comparable funds of hedge funds for the one-year period ended December 31, 2008 and outperformed that benchmark for the quarter ended March 31, 2009. The Board discussed with the Adviser the level of the advisory fee for this Fund relative to comparable funds advised by the Adviser and compared to its peers as determined by Lipper Inc. In addition to the advisory fee, the Board also reviewed the Fund’s total expense ratio. The Board noted that the advisory fee was lower than the peer group average, and the total expense ratio was higher than but close to the peer group average. After discussion, the Board concluded that the Fund’s advisory fee, total expense ratio and performance were competitive with the peer group average.
19
Morgan Stanley Global Long/Short 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 Fund’s total expense ratio and particularly the Fund’s advisory fee rate, which does not include breakpoints. In conjunction with its review of the Adviser’s profitability, the Board discussed with the Adviser how a change in assets can affect the efficiency or effectiveness of managing the Fund and whether the advisory fee level is appropriate relative to current and projected asset levels and/or whether the advisory fee structure reflects economies of scale as asset levels change. The Board concluded that economies of scale for the Fund were not a factor that needed to be considered at the present time.
Profitability of the Adviser and Affiliates
The Board considered information concerning the costs incurred and profits realized by the Adviser and its affiliates during the last year from their relationship with the Fund and during the last two years from their relationship with the Morgan Stanley Fund Complex, and reviewed with the Adviser the cost allocation methodology used to determine the profitability of the Adviser and affiliates. The Board has determined that its review of the analysis of the Adviser’s expenses and profitability supports its decision to approve the Advisory Agreement.
Other Benefits of the Relationship
The Board considered other benefits to the Adviser and its affiliates derived from their relationship with the Fund and other funds advised by the Adviser. These benefits may include, among other things, fees for distribution and/or shareholder servicing. The Board reviewed with the Adviser these arrangements and the reasonableness of its 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
Morgan Stanley Global Long/Short 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
Morgan Stanley Global Long/Short 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 Form 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
Morgan Stanley Global Long/Short Fund A
100 Front Street, Suite 400
West Conshohocken, Pennsylvania 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
Randy Takian, President and Principal Executive Officer
Stefanie V. Chang Yu, Vice President
Cory Pulfrey, Vice President
Mustafa Jama, Vice President
Matthew Graver, Vice President
Carsten Otto, Chief Compliance Officer
James W. Garrett, Treasurer and Chief Financial Officer
Mary E. Mullin, Secretary
Investment Adviser
Morgan Stanley AIP GP LP
100 Front Street, Suite 400
West Conshohocken, Pennsylvania 19428
Administrator, Custodian, Fund Accounting Agent and Escrow Agent
State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111
Transfer Agent
Boston Financial Data Services, Inc.
30 Dan Road
Canton, Massachusetts 02021
Independent Registered Public Accounting Firm
Ernst & Young LLP
Two Commerce Square
2001 Market Street, Suite 4000
Philadelphia, PA 19103
Legal Counsel
Clifford Chance US LLP
31 West 52nd Street
New York, New York 10019
Kramer Levin Naftalis & Frankel LLP
1177 Avenue of the Americas
New York, New York 10036
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.
MORGAN STANLEY GLOBAL LONG/SHORT FUND P | ||||
By: | /s/ Randy Takian | |||
Name: | Randy Takian | |||
Title: | President | |||
Date: | September 3, 2009 |
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/ Randy Takian | |||
Name: | Randy Takian | |||
Title: | Principal Executive Officer | |||
Date: | September 3, 2009 | |||
By: | /s/ James W. Garrett | |||
Name: | James W. Garrett | |||
Title: | Principal Financial Officer | |||
Date: | September 3, 2009 |