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: 811-21577 Alpha Hedge Fund, Inc. (Exact name of registrant as specified in charter) 8150 N. Central Expressway #101 Dallas, Texas 75206 (Address of principal executive offices) Laura S. Adams 8150 N. Central Expressway #101 Dallas, Texas 75206 (Name and address of agent for service) Registrants telephone number, including area code: 800-704-6072 Date of fiscal year end: December 31 Date of Reporting Period: June 30, 2005 Item 1. Report to Shareholders. ALPHA HEDGE FUND, INC. SEMI-ANNUAL REPORT JUNE 30, 2005 Alpha Hedge Fund, Inc. 8150 N. Central Expressway #101 Dallas, Texas 75206 1-800-704-6072 Dear shareholders of Alpha Hedge Fund, Inc., The Fund ended the first six months of 2005 with a Net Asset Value of $18.71, down from a Net Asset Value per share of $19.95 at the beginning of the year. As of June 30, 2005, Laura S. Adams and her family continue to own 100% of the shares of the Fund. We look forward to the second half of the year and completing our first year of operation in 2005. Sincerely, Laura S. Adams President ALPHA HEDGE FUND, INC. EXPENSES JUNE 30, 2005 As a shareholder of the Fund you incur ongoing costs including management fees and other operating expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. This example is based on an investment of $1,000 invested at the beginning of the period and held for the entire six month period of December 31, 2004 to June 30, 2005. Actual Expenses The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested at the beginning of the period, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,500 account value divided by $1,000 equals 8.5), then multiply this result by the number in the first line under the heading "Expenses Paid During Period" to estimate the expenses you paid on your account during the period. Hypothetical Example for Comparison Purposes The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund to other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs such as sales charges (loads), redemption fees, or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only. Expenses Paid Beginning Ending During Period* Account Value Account Value December 31, 2004, December 31, 2004 June 30, 2005 June 30, 2005 ----------------- ------------- ----------------- Actual $ 1,000 $ 937.84 $ 4.80 Hypothetical** $ 1,000 $ 1,014.87 $ 9.99 *Expenses are equal to the Fund's annualized expense ratio of 1.00% plus a 20% performance bonus on any gains, multiplied by the average account value over the period, multiplied by 181 days/365 days to reflect the one-half year period. There were no gains for the period and thus no performance expense. ** Hypothetical return assumes 5% return and 2% expenses. ALPHA HEDGE FUND, INC. STATEMENTS OF ASSETS AND LIABILITIES JUNE 30, 2005 ASSETS Investment securities, at fair value(cost $914,184) $ 850,110 Cash 83,114 Receivables: Dividends 0 Accrued Interest 68 ----------- Total assets 933,292 ----------- LIABILITIES Advisory fees payable 788 ----------- Total liabilities 788 ----------- NET ASSETS - (Equivalent to $18.71 per share based on 49,850 shares of common stock issued and outstanding; 100,000,000 shares authorized, $0.001 par value $ 932,505 ============ NET ASSETS CONSIST OF: Common stock				 $ 50 Paid-in capital 1,000,442 Net unrealized depreciation of investments (64,074) Undistributed net investment income (3,914) Undistributed net realized gain on investments 0 - ----------- Net assets $ 932,505 ============ See accompanying notes to these financial statements. ALPHA HEDGE FUND, INC. SCHEDULE OF INVESTMENTS DECEMBER 31, 2004 Contracts/ DESCRIPTION Shares VALUE - ----------- --------- ------------ INDEX OPTIONS LONG - 59.63% OEX (S&P 100 Index) Calls exp. 12/06 (a) 23 $ 552,690 -------- 552,690 PUT OPTIONS ON COMMON STOCKS - 31.69%			 -------- Yahoo 47.50 Puts exp. 1/06 (a) 19 24,130 Motorola 30 Puts exp. 1/06 (a) 42 39,060 Bell South 37.50 Puts exp. 1/06 (a) 25 27,750 United Technologies 60 Puts exp. 1/06 (a) 14 12,040 Goldman Sachs 120 Puts exp. 1/06 (a) 7 12,530 Target 55 Puts exp. 1/06 (a) 14 4,620 Bristol Myers 40 Puts exp. 1/06 (a) 28 41,720 Lowes 75 Puts exp. 1/06 (a) 13 21,710 Freddie Mac 80 Puts exp. 1/06 (a) 10 14,600 Dow Chemical 60 Puts exp. 1/07 (a) 14 22,120 DuPont 60 Puts exp. 1/06 (a) 15 25,500 Gillette 55 Puts exp. 1/06 (a) 16 7,520 Boeing 70 Puts exp. 1/06 (a) 13 7,540 Texas Instruments 40 Puts exp. 1/06 (a) 31 36,580 ---------- 297,420 - ---------- Total options (cost $914,184) 850,110 - ---------- SHORT-TERM INVESTMENTS - 8.71% Schwab Value Advantage Money Fund Bears interest at 2.5%		 83,114 83,114 -------- Total short-term investments (cost $83,114) 83,114 -------- Total investment securities - 100.00% (cost $9976,298)) 933,224 Other assets less liabilities - 0.00% (720) -------- Net assets - 100.00% $ 932,505 ============ Notes: (a) presently non-income producing. See accompanying notes to these financial statements. ALPHA HEDGE FUND, INC. STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2004 INVESTMENT INCOME: Dividends $ 0 Interest 829 ------------ Total investment income 829 EXPENSES - Advisory fees 4,743 ---- Net investment income (3,914) GAINS ON INVESTMENTS - Net realized gain on investments 0 Net change in unrealized depreciation of securities (57,990) ------------ Net realized and unrealized loss on investments 	 (57,990) Net decrease in net assets resulting from operations $ (61,904) ============ See accompanying notes to these financial statements. ALPHA HEDGE FUND, INC. STATEMENT OF CHANGES IN NET ASSETS Six Months Ended Year Ended June 30, 2005 Dec. 31, 2005 ------------- ------------- INCREASE IN NET ASSETS FROM OPERATIONS: Net investment income $ (3,914) $ 492 Net change in unrealized depreciation of securities 				 (57,990) (6,084) ----------- ------------ Net decrease in net assets resulting from operations (61,904) (5,592) DISTRIBUTIONS TO SHAREHOLDERS FROM Net investment income 0 (492) ----------- ------------ Total Distributions 0 (492) CAPITAL SHARE TRANSACTIONS 0 1,000,492 ----------- ------------ TOTAL INCREASE IN NET ASSETS (61,904) 994,408 NET ASSETS, beginning of period 994,408 0 ----------- ------------ NET ASSETS, end of period $ 932,505 $ 994,408 =========== ============ See accompanying notes to these financial statements. ALPHA HEDGE FUND, INC. FINANCIAL HIGHLIGHTS PER SHARE DATA AND RATIOS FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD ENDED: (unaudited) 6/30/2005 12/31/2004 (a) ----------- ------------ Net asset value, beginning of period $ 19.95 $ 20.08 ---------- ---------- Loss from investment operations: Net investment income (0.08) 0.01 Net realized and unrealized loss on investments (1.16) (0.13) ---------- ---------- Total loss from investment operations (1.24) (0.12) Less distributions from net investment income	 0.00 (0.01) ---------- ---------- Net asset value, end of period $ 18.71 $ 19.95 ========== ========= Total Return (6.22) (0.62%)(d) Net assets, end of period $ 932,505 $ 994,408 Ratio of expenses to 0.98% 0.90% average monthly net assets (b)(c) Ratio of net investment income 0.16% 1.63% to average monthly net assets (b) Portfolio turnover rate 0.00% 0.00% (a) Calculation of per share data and ratios represents the period from December 21, 2004 (date investment operations commenced) through December 31,2004. (b) Per share data has been annualized using the average number of shares outstanding. (c) The Fund's actual expenses are calculated daily at 1.00% of net asset value (NAV), plus 20% of the total gain in net asset value, if any. (d) Total return is not annualized. See accompanying notes to these financial statements. ALPHA HEDGE FUND, INC. NOTES TO FINANCIAL STATEMENTS 1. ORGANIZATION Alpha Hedge Fund, Inc. (the "Fund") was incorporated in the State of Texas on April 13, 2004 and is registered under the Investment Company Act of 1940 as a non-diversified, open-end management investment company. The investment objective of the Fund is to achieve capital growth. The Fund had no operations until June 17, 2004, when it sold 7,500 shares of its common stock to its original shareholder, Mrs. Laura S. Adams. Investment operations commenced on December 21, 2004. The effective date of the Fund's SEC registration was November 10, 2004. 2. SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from these estimates. Security Valuation Securities listed on a national securities exchange or in the over- the-counter market are valued at the last quoted sales price on the day of valuation, or if no quoted sales price was reported on that date, the last quoted bid price. Options are valued at the last quoted bid price. Short-term investments are valued at cost which approximates fair value. Securities for which quotations are not readily available are valued at their estimated fair value as determined in good faith by the Fund's Board of Directors. Securities Transactions and Investment Income Securities transactions are recorded on a trade-date basis. Dividend income is recorded on the ex-dividend date and interest income is recorded on the accrual basis. Realized gains and losses are determined on a specific identification basis of the securities sold. Unrealized gains and losses resulting from the appreciation and depreciation of securities carrying values are included in the statements of operations. Distribution of Income and Gains The Fund declares and pays dividends annually from net investment income and from net realized gains, if any. Distributions from realized gains for book purposes may include short-term capital gains, which are included in ordinary income for tax purposes. ALPHA HEDGE FUND, INC. NOTES TO FINANCIAL STATEMENTS 2. SIGNIFICANT ACCOUNTING POLICIES Federal Income Taxes The Fund's policy is to comply with the requirements of the Internal Revenue Code that are applicable to regulated investment companies and to distribute all of its taxable income, including any realized gains on investment, to its shareholders. Therefore, no federal income tax provision is required. Net investment income (loss), net realized gains (losses) and the cost of investments in securities may differ for financial statement and income tax purposes. The character of distributions from net investment income or net realized gains may differ from their ultimate characterization for income tax purposes. At June 30, 2005, there were no material differences. Also, due to the timing of dividend distributions, the fiscal year in which amounts are distributed may differ from the year that the income or realized gains were recorded by the Fund. 3. CAPITAL SHARE TRANSACTIONS Capital Share transactions in the Fund's $0.001 par value common stock were as follows: Period from December 31, 2004 to June 30, 2005 ------------------- Shares Amount Shares sold $ 0 $ 0 Shares issued in reinvestment of dividends		 0 0 ------ -------- Net increase 		 0 0 Beginning of period 49,850 $1,000,492 ------ -------- End of period 49,850 $1,000,492 				 ====== ========= 4. INVESTMENT TRANSACTIONS The cost of purchases and proceeds from sales of investment securities, excluding short-term investments, aggregated $0.00 and $0.00, respectively, for the period ended June 30, 2005. The aggregate cost of investment securities for federal income tax purposes was $914,184 as of June 30, 2005. ALPHA HEDGE FUND, INC. NOTES TO FINANCIAL STATEMENTS 5. DISTRIBUTION TO SHAREHOLDERS On December 31, 2004 a distribution of $0.01 per share aggregating $492 was paid to the shareholders of record on that date from net investment income. There have been no distributions in 2005 as of June 30, 2005. 6. ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES The Fund and the Advisor are under common control and the existence of that control creates operating results and financial position significantly different than if they were autonomous. The Fund has entered into an agreement with Adams Asset Advisors, LLC (the "Advisor") to provide investment advisory services to the Fund. Laura S. Adams is the managing member of the Advisor and is an officer, director and shareholder of the Fund. Under the terms of the agreement, the Fund will pay the Advisor a monthly fee at the annual rate of 1.00% of the Fund's average daily net assets. In addition, the Fund will pay a performance incentive fee of 20% of the total gain in net assets value, if any, accrued daily and paid monthly. The actual incentive fee will depend upon future returns. The Advisor has contractually agreed to pay all operating expenses of the Fund, except brokerage fees and commissions, interest, taxes and extraordinary expenses. As of June 30, 2005, Laura S. Adams and her family owned 100% of the common stock of the Fund. The Advisor acts as the transfer agent for the Fund. Proxy Voting Information Alpha Hedge Fund, Inc. management is responsible for exercising the voting rights associated with the securities held by the Fund. A description of our philosophy on fulfilling this responsibility is available without charge, upon request, by calling 1-800-704-6072. Board of Directors Information INDEPENDENT DIRECTORS Name and Age Position Term Principal Occupation Other Public Past five years Directorships - ------------------- -------- ---- --------------------- ------------- Vicky L. Hubbard Director 1 Yr Private Investor Stock Dividend Age 46 since 2000, Tech Co. Fund, Index Manager prior Plus Fund, Small Cap Value Fund Yolawnde F. Malone Director 1 Yr Tax Mngr-Tolleson Stock Dividend Age 40 Wealth Mgmt, Self Emp Fund, Index Tax Consultant prior Plus Fund, Small Cap Value Fund Melissa D. Gordon, Director 1 Yr Pathologist, North Stock Dividend M.D. Dallas Pathology Fund, Index Age 41 Plus Fund, Small Cap Value Fund INTERESTED DIRECTORS Laura S. Adams Director, 1 Yr President, Adams Stock Dividend Age 44 President Asset Advisors and Fund, Index Secretary Index Plus Fund 2001, Plus Fund, Treasurer Private Investor Small Cap prior Value Fund Item 2. Code of Ethics. The registrant, as of the end of the period covered by this report, has adopted a code of ethics that applies to all officers and employees of the Fund. The registrant has not made any amendments to its code of ethics or granted any waivers or exceptions to the code during the covered period. Item 3. Audit Committee Financial Expert. The entire Board of Directors, in effect, acts as the audit committee. The Board has two financial experts serving on the Board. Laura Adams and Yolawnde Malone are the financial experts. Mrs. Adams is an "interested" Director and Mrs. Malone is an "independent" Director. Item 4. Principal Accountant fees and services. As part of the Registrants contract with the Investment Advisor of the Fund, the Investment Advisor is responsible for paying all accountant and related audit fees as part of the Advisory fee paid by the Fund. Item 5. Audit Committee of listed Registrants. (Not applicable for semi-annual reports) Item 6. Schedule of Investments. Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form. Item 7. Disclosure of proxy voting policies and procedures for closed- end management investment companies. (Not applicable) Item 8. Portfolio Managers of Closed-End Management Investment Companies. Not Applicable to open-end investment companies. Item 9. Purchase of equity securities by closed-end management investment companies. (Not applicable) Item 10. Submission of Matters to a vote of security holders. (None) Item 11. Controls and Procedures a) The Fund's president has concluded that the Fund's disclosure controls and procedures are sufficient to ensure that information required to be disclosed by the Fund 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 significant changes or corrective actions with regard to deficiencies or material weaknesses in the Fund's internal controls or in other factors that could significantly affect the Fund's internal controls subsequent to the date of their evaluation. Item 12. Exhibits. a) (1)Code of Ethics-Not applicable for semi-annual reports. (2)Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002- Attached b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002- Attached Signatures Pursuant to the requirements of the Securities Exchange Act of 1934 and 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. Alpha Hedge Fund By /s/ Laura S. Adams - -------------------------------------- Laura S. Adams President Principal Executive Officer and Principal Financial Officer Date 8/22/05 Pursuant to the requirements of the Securities Exchange Act of 1934 and 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 dates indicated. Alpha Hedge Fund By /s/ Laura S. Adams - -------------------------------------- Laura S. Adams President Principal Executive Officer and Principal Financial Officer Date 8/22/05