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

811-21720


Ladenburg Thalmann Alternative Strategies Fund

(Exact name of registrant as specified in charter)


520 Madison Avenue

New York, NY

10022

(Address of principal executive offices)

(Zip code)


James Ash, Gemini Fund Services, LLC.

 

80 Arkay Drive Suite 110, Hauppauge, NY 11788

              (Name and address of agent for service)


Registrant's telephone number, including area code:

631-470-2619


Date of fiscal year end:

6/30


Date of reporting period: 6/30/13


Item 1.  Reports to Stockholders.  



Distributed by Ladenburg Thalmann & Co. Inc.

[F1COVER001.JPG]


Annual Re

Fund Shareholders,

We want to thank you for your investment in the Ladenburg Thalmann Alternative Strategies Fund (the “Fund”). We sincerely appreciate the trust you have placed in us and your interest in this unique investment.

The Fund's investment objective is to seek attractive risk-adjusted returns with low to moderate volatility, with low correlation to the broader markets, through a concentrated multi-strategy alternative investment approach with an emphasis on income. Therefore our goal is to provide a consistent quarterly dividend to you while at the same time managing a portfolio that should experience long-term growth less dependent on traditional equity and fixed income markets.

Investments in the Fund have been steady which has allowed us to implement our portfolio strategy of averaging into each asset within the Fund’s portfolio. This approach allows us to purchase the publicly traded securities at various prices and manage their volatility.

A fund of various alternative investments typically has a lower risk than individual holdings in each of the alternative investments due to the diversified portfolio. The Fund’s asset allocation will be dynamic and allow us to be tactical with the individual investments and nimble in rebalancing. As of June 30 th 2013 the Fund has liquidated any investments in the Cayman Island based subsidiary.

Since July 1 st , 2012, the Fund has performed 3.92% compared to the S&P500 at 20.60% and the Barclay's Government Credit Bond Index at -0.62% during that one year period.  Through the first six months of 2013, the Fund has returned 4.40% compared to the S&P 500 at 13.82% and Barclay’s Government Credit -2.67%. The Fund does not seek to outperform the S&P 500 on a relative basis but instead seeks to provide diversification through noncorrelation and income through distributions . Strong performance from the MLP sector (the Alerian MLP Index was up 24.11% in 1H 2013) helped our returns while the biggest detractor was from the REIT sector, which experienced a selloff following the start of taper talk from Ben Bernanke beginning at the end of May. The NAREIT index was up substantially before the May 22 speech but lost 9.05% following that date through the end of the quarter. The same is true for the Wells Fargo BDC Index which lost 2.82% following May 22. We have worked to reduce our exposure to interest rate sensitive investments as much as possible (through investments with more exposure to floating rate loans and by focusing on leverage levels) while still maintaining distributions at a level that is consistent with fund objectives. The distributions paid to the shareholders of record in the first quarter and second quarter of 2013, were $0.1460 and $0.1578 quarter per share respectively.  As of the second quarter dividend, the annualized distribution of the Fund was approximately 6.43%.

With Appreciation,


Ladenburg Thalmann Asset Management

Disclosure:
Comparisons to indexes have limitations because indexes have volatility and other material characteristics that may differ from a particular mutual fund. Any indices and other financial benchmarks are provided for illustrative purposes only. The volatility of any Investment Index is materially different from the model portfolio or Fund. Particularly, an Investment Index has results that do not represent actual trading or any material economic and market factors that might have had an impact on the adviser’s decision-making. It is not possible to invest directly in an index. Index performance does not reflect the deduction of any fees or expenses.

Returns for performance under one year are cumulative, not annualized. Performance results for periods under one year are short-term and may not provide an adequate basis for evaluating the performance potential of the fund over varying market conditions or economic cycles.
   By itself, the Fund does not constitute a balanced investment program. Before investing in the Fund you should consider carefully the following risks the Fund faces through its direct investments and its investments in Investment Funds.

The Fund also has invested less than 10% of its total assets in its wholly-owned and controlled Cayman Island based subsidiary (the "Subsidiary"). The Subsidiary is not a principal strategy of the Fund, and is not registered under the Investment Company Act of 1940 ("1940 Act") and, unless otherwise noted in the prospectus, is not subject to all of the investor protections of the 1940 Act. The Subsidiary primarily invests in Investment Funds that invest in derivatives (including commodity and financial futures, commodity-linked structured notes, swap contracts and investment pools), limited partnerships, limited liability companies, business enterprises and fixed-income securities that serve as collateral for its derivative positions, which may be used for hedging, speculation, or as substitutes for traditional securities. Please refer to the Fund’s prospectus for further details.

As portfolio and market conditions change, future distributions will vary and target yields may not be obtained in the future. Dividends are not guaranteed. Past performance is no guarantee of future results. Individual performance results will vary and may include the reinvestment of income, dividends and capital gain distribution. There are risks involved with all investments that could include tax penalties and risk/loss of principal.

Ladenburg Thalmann Asset Management, Inc. is a SEC Registered Investment Adviser under the Investment Advisers Act of 1940 (“Advisers Act”) and Ladenburg Thalmann & Co. Inc. is a broker/dealer and Distributor of the fund. Both financial entities are wholly owned subsidiaries of our parent company “Ladenburg Thalmann Financial Services, Inc." which is listed on the NYSE_MKT exchange under the symbol LTS. www.ladenburg.com .   For a free prospectus and other information, please call 800-995-5267 or visit www.ltalternativestrategiesfund.com .



Ladenburg Thalmann Alternative Strategies Fund

PERFORMANCE OF A $10,000 INVESTMENT (Unaudited)

June 30, 2013


[F3GRAPH002.GIF]


Annualized Total Returns as of June 30, 2013

 

 

  One

Year

Since Inception*

Ladenburg Thalmann Alternative Strategies Fund:

 

 

 

  Without Sales Load

 

      3.92%

       4.81%

   With Sales Load**

 

    (2.31)%

       2.47%

   Barclays Gov’t /Credit Bond Index

 

    (0.62)%

       2.95%

  S&P 500 TR

 

    20.60%

     15.44%  


_______________

 * The Fund commenced operations on September 28, 2010.

** Adjusted for initial maximum sales charge of 6.00%.


The Barclays Gov’t/Credit Bond Index is an unmanaged index which measures performance of U.S. dollar denominated U.S. Treasuries, government-related, and investment grade U.S. corporate securities that have a remaining maturity of greater than or equal to 1 year. In addition, the securities have $250 million or more of outstanding face value, and must be fixed rate and non-convertible. Investors cannot invest directly in an index or benchmark.

The S&P 500 is an unmanaged market capitalization-weighted index which is comprised of 500 of the largest U.S. domiciled companies and includes the reinvestment of all dividends.  Investors cannot invest directly in an index or benchmark.

Past performance is not predictive of future results. The investment return and principal value of an investment will fluctuate. An investor’s shares, when redeemed, may be worth more or less than the original cost. Total return is calculated assuming reinvestment of all dividends and distributions.  Total returns would have been lower had the adviser not waived its fees and reimbursed a portion of the Fund’s expenses.  The Fund’s total gross annual operating expense, including underlying funds, is 2.87%.  The graph does not reflect the deduction of taxes that a shareholder would have to pay on Fund distributions or the redemption of Fund shares.  For performance information current to the most recent month-end, please call 1-877-803-6583.










Ladenburg Thalmann Alternative Strategies Fund

 

 

CONSOLIDATED PORTFOLIO OF INVESTMENTS

 

 

June 30, 2013

 

 

 

 

 

 

 

 

Shares

 

 

 

Value

 

 

COMMON STOCK - 33.54 %

 

 

 

INVESTMENT COMPANIES - 18.79 %

 

52,235

 

Ares Capital Corp.

 

 $               898,442

54,700

 

PennantPark Floating Rate Capital Ltd.

 

773,458

80,696

 

PennantPark Investment Corp.

 

891,691

84,940

 

Prospect Capital Corp.

 

917,352

39,260

 

Solar Capital Ltd.

 

906,513

43,200

 

Solar Senior Capital Ltd.

 

795,312

 

 

 

 

5,182,768

 

 

OIL & GAS - 2.99 %

 

24,850

 

Linn Energy LLC

 

824,523

 

 

 

 

 

 

 

PIPELINES - 9.70 %

 

 

38,605

 

Boardwalk Pipeline Partners LP

 

1,165,871

17,800

 

Enbridge Energy Partners LP

 

542,722

10,700

 

Energy Transfer Partners LP

 

540,778

3,350

 

Enterprise Products Partners LP

 

208,202

3,250

 

MarkWest Energy Partners LP

 

217,263

 

 

 

 

2,674,836

 

 

 

 

 

 

TRANSPORTATION - 2.06 %

 

17,500

 

Teekay Offshore Partners LP

 

568,225

 

 

 

 

 

 

 

TOTAL COMMON STOCK

9,250,352

 

 

(Cost - $9,169,699)

 

 

 

 

 

 

 

 

 

REAL ESTATE INVESTMENT TRUSTS - 38.95 %

 

26,500

 

American Capital Agency Corp.

 

609,235

74,469

 

American Realty Capital Trust Healthcare, Inc. + #

 

597,244

60,119

 

Annaly Capital Management, Inc.

 

755,696

121,917

 

ARMOUR Residential REIT, Inc.

 

574,229

51,200

 

CYS Investments, Inc.

 

471,552

86,379

 

Dividend Capital Industrial Income REIT II + #

 

835,285

86,826

 

Griffin American Healthcare REIT II + #

 

824,847

23,300

 

Hatteras Financial Corp.

 

574,112

24,485

 

Healthcare Trust of America, Inc.

 

274,967

10,445

 

Healthcare Trust of America, Inc.  

 

117,297

170,164

 

Hines Global REIT + #  

 

1,618,091

85,520

 

Philip Edison ARC Shopping Ctr REIT + #

 

795,336

141,400

 

Steadfast Income REIT, Inc. + #

 

1,339,342

135,021

 

Strategic Storage Trust, Inc. + #

 

1,354,897

 

 

TOTAL REAL ESTATE INVESTMENT TRUSTS

10,742,130

 

 

(Cost - $11,061,604)

 

 

 

 

 

 

 

 

 

SENIOR COMMON STOCK - 0.07 %

 

 

6,740

 

Pacific Office Properties Trust, Inc. + #

 

20,220

 

 

TOTAL SENIOR COMMON STOCK

 

 

 

(Cost - $58,706)

 

 

 

The accompanying notes are an integral part of these financial statements.

 

Ladenburg Thalmann Alternative Strategies Fund

CONSOLIDATED PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2013

 

 

 

 

 

Shares

 

 

 

Value

 

 

CLOSED-END FUNDS - 10.10 %

 

99,639

 

Cushing MLP Total Return Fund

 

 $               801,098

33,341

 

Kayne Anderson Energy Total Return Fund

 

997,896

25,390

 

Kayne Anderson MLP Investment Co.

 

987,417

 

 

TOTAL CLOSED-END FUNDS

2,786,411

 

 

(Cost - $2,434,595)

 

 

 

 

 

 

 

 

 

MUTUAL FUND - 0.91 %

 

 

 

ALTERNATIVE INVESTMENT - 0.91 %

 

24,728

 

AQR Managed Futures Strategy Fund

 

250,000

 

 

TOTAL MUTUAL FUND

 

 

 

(Cost - $250,000)

 

 

 

 

 

 

 

 

 

PRIVATE INVESTMENTS - 12.02 %

 

 

 

 

BUSINESS DEVELOPMENT - 5.81 %

 

 

75,057

 

FS Investment Corp. + #

 

748,056

83,300

 

Corporate Capital Trust + # *

 

855,324

 

 

 

 

1,603,380

 

 

EQUIPMENT LEASING - 2.31 %

 

 

223

 

Cypress Equipment Fund 17 LLC + #

 

153,550

651

 

Cypress Equipment Fund 18 LLC + #

 

483,991

 

 

 

 

637,541

 

 

LAND DEVELOPMENT - 3.90 %

 

 

36,635

 

Walton Kimberlin Heights Development, LP + # *

 

340,705

10,752

 

Walton Sherwood Acres, LP + # *

 

99,993

10,752

 

Walton US Land Fund 1, LP + # *

 

99,994

19,855

 

Walton US Land Fund 2, LP + # *

 

184,652

37,655

 

Walton US Land Fund 3, LP + # *

 

350,192

 

 

 

 

1,075,536

 

 

 

 

 

 

 

TOTAL PRIVATE INVESTMENTS

               3,316,457

 

 

(Cost - $3,473,684)

 

 

 

 

 

 

 

 

 

SHORT-TERM INVESTMENT - 1.05 %

 

289,746

 

Fidelity Institutional Money Market Fund - Money Market

 

 

 

  Portfolio, 0.10% ^

 

289,746

 

 

TOTAL SHORT-TERM INVESTMENT

 

 

 

(Cost - $289,746)

 

 

 

 

 

 

 

 

 

TOTAL INVESTMENTS - 96.64 %

 

 

 

(Cost - $26,738,034) (a)

 

 $          26,655,316

 

 

OTHER ASSETS LESS LIABILITIES- 3.36 %

                  925,394

 

 

NET ASSETS - 100.00 %

 $          27,580,710

____________

 

 

 

 

* Non-income producing.

 

 

+ Illiquid security. Total illiquid securities represents 38.80% of net assets as of June 30,2013.

# Fair Value estimated using Fair Valuation Procedures adopted by the Board of Trustees. Total Value of such securities is $10,701,720 or 38.80% of net assets. See Note 2 of the Notes to Consolidated Financial Statements.

^ Money market fund; interest rate reflects the seven-day effective yield on June 30, 2013.

LP - Limited Partnership

 

 


 

The accompanying notes are an integral part of these financial statements.

 




Ladenburg Thalmann Alternative Strategies Fund

CONSOLIDATED PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2013

 

 

 

 

 

MLP - Master Limited Partnership

 

 

LLC - Limited Liability Company

 

 

 

 

 

 

 

(a) Represents cost for financial reporting purposes.  Aggregate cost for federal income tax purposes is $26,424,870 and differs from fair value by net unrealized appreciation (depreciation) of securities as follows:

 

 

Unrealized appreciation:  

 

 $            1,546,369

 

 

Unrealized depreciation:  

 

              (1,315,923)

 

 

Net unrealized appreciation:  

 

 $               230,446


Portfolio Analysis as of June 30, 2013 (Unaudited)

 

Percent of

Sector

Net Assets

Real Estate Investment Trusts

38.95%

Common Stocks

33.54%

Private Investments

12.02%

Closed-End Funds

10.10%

Short-Term Investments

1.05%

Mutual Funds

0.91%

Senior Common Stock

0.07%

Other Assets Less Liabilities

3.36%

Total

100.00%






Ladenburg Thalmann Alternative Strategies Fund

CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES

 

 

 

June 30, 2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets:

 

 

 

 

Investments in Securities at Value (identified cost $26,738,034)

 

 $  26,655,316

 

Dividends and Interest Receivable

 

 

           206,974

 

Receivable for Securities Sold

 

 

           812,118

 

Receivable for Fund Shares Sold

 

 

               4,000

 

Prepaid Expenses and Other Assets

 

 

             27,162

 

Total Assets

 

 

     27,705,570

 

 

 

 

 

 

Liabilities:

 

 

 

 

Distributions Payable

 

 

             64,725

 

Payable to Other Affiliates

 

 

               6,806

 

Accrued Advisory Fees

 

 

             21,119

 

Accrued Distribution Fees

 

 

               5,786

 

Other Accrued Expenses

 

 

             26,424

 

Total Liabilities

 

 

           124,860

 

 

 

 

 

 

Net Assets (Unlimited shares of beneficial interest of no par value

 

 

 

 

authorized; 2,818,657 shares of beneficial interest outstanding)

 

 $  27,580,710

 

 

 

 

 

 

Net Asset Value and Redemption Price Per Share

 

 

 

 

($27,580,710/2,818,657 shares of beneficial interest outstanding)

 

 $              9.79

Offering Price Per Share

 

 

 

 

($9.79/0.94)

 

 

 $            10.41

 

 

 

 

 

 

Composition of Net Assets:

 

 

 

 

At June 30, 2013, Net Assets consisted of:

 

 

 

 

 

Paid-in-Capital

 

 

 $  27,468,288

 

 

Undistributed Net Investment Income

 

 

           314,260

 

 

Accumulated Net Realized Loss on Investments

 

 

         (119,120)

 

 

Net Unrealized Depreciation on Investments

 

 

            (82,718)

Net Assets

 

 

 $  27,580,710


 

The accompanying notes are an integral part of these financial statements.

 




Ladenburg Thalmann Alternative Strategies Fund

 

 

 

CONSOLIDATED STATEMENT OF OPERATIONS

 

 

 

For the Year Ended June 30, 2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment Income:

 

 

 

 

Dividend Income

 

 

 $      1,296,915

 

Interest Income

 

 

                 1,327

 

Total Investment Income

 

 

          1,298,242

 

 

 

 

 

 

Expenses:

 

 

 

 

Investment Advisory Fees

 

 

             172,754

 

Shareholder Servicing Fees

 

 

               57,585

 

Registration & Filing Fees

 

 

               26,472

 

Transfer Agent Fees

 

 

               26,460

 

Administration Fees

 

 

               26,406

 

Legal Fees

 

 

               25,635

 

Printing Expense

 

 

               24,628

 

Fund Accounting Fees

 

 

               24,180

 

Trustees' Fees

 

 

               22,354

 

Chief Compliance Officer Fees

 

 

               20,110

 

Audit Fees

 

 

               18,500

 

Custody Fees

 

 

                 6,206

 

Insurance Expense

 

 

                     896

 

Miscellaneous Expenses

 

 

                 4,257

 

Total Expenses

 

 

             456,443

 

Less: Fees Waived by Adviser

 

 

              (52,696)

 

Net Expenses

 

 

             403,747

 

 

 

 

 

 

 

Net Investment Income

 

 

             894,495

 

 

 

 

 

 

Net Realized and Unrealized Gain (Loss) on Investments:

 

 

 

 

Net Realized Gain on:

 

 

 

 

 

Investments

 

 

             399,406

 

 

Distributions of Capital Gains From Underlying Investment Companies

 

               12,461

 

Total Net Realized Gain

 

 

             411,867

 

Net Change in Unrealized Depreciation on:

 

 

   

 

 

Investments

 

 

           (525,297)

 

Net Realized and Unrealized Loss on Investments

 

 

           (113,430)

 

 

 

 

 

 

Net Increase in Net Assets Resulting From Operations

 

 

 $          781,065



 

The accompanying notes are an integral part of these financial statements.

 



Ladenburg Thalmann Alternative Strategies Fund

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Year

 

For the Year

 

 

 

 

Ended

 

Ended

 

 

 

 

 June 30, 2013

 

 June 30, 2012

 

 

 

 

 

 

 

Operations:

 

 

 

 

 

Net Investment Income

 

 $                 894,495

 

 $                398,255

 

Net Realized Gain on Investments

 

                     399,406

 

                    142,865

 

Distributions of Capital Gains From Underlying

 

 

 

 

 

 

Investment Companies

 

                       12,461

 

                      52,399

 

Net Change in Unrealized Appreciation

 

 

 

 

 

 

(Depreciation) on Investments

 

(525,297)

 

411,553

 

Net Increase in Net Assets

 

 

 

 

 

 

Resulting From Operations

 

781,065

 

1,005,072

 

 

 

 

 

 

 

Distributions to Shareholders From:

 

 

 

 

 

Net Investment Income ($0.29 and $0.22 per share, respectively)

(679,794)

 

(310,160)

 

Net Realized Capital Gains ($0.23 and $0.14 per share, respectively)

                   (529,655)

 

                  (196,596)

 

Return of Capital ($0.08 and $0.23 per share, respectively)

 

                   (186,202)

 

(317,633)

 

Total Distributions to Shareholders

 

(1,395,651)

 

(824,389)

 

 

 

 

 

 

 

From Shares of Beneficial Interest Transactions:

 

 

 

 

 

Proceeds from Shares Issued (1,185,615 and 883,159  

 

 

 

 

 

 

shares, respectively)

 

               11,884,271

 

                8,601,847

 

Distributions Reinvested (94,098 and 52,282  shares, respectively)

                     936,384

 

                    511,714

 

Cost of Shares Redeemed (178,197 and 238,763  shares, respectively)

(1,805,461)

 

(2,369,016)

 

Total From Shares of Beneficial Interest Transactions

 

11,015,194

 

6,744,545

 

 

 

 

 

 

 

Increase in Net Assets

 

               10,400,608

 

                6,925,228

 

 

 

 

 

 

 

Net Assets:

 

 

 

 

 

Beginning of Year

 

               17,180,102

 

              10,254,874

 

End of Year

 

 $            27,580,710

 

 $           17,180,102

 

 

 

 

 

 

 

 

Undistributed Net Investment Income at End of Year

 

 $                 314,260

 

 $                   99,559

 

 

 

 

 

 

 



 

The accompanying notes are an integral part of these financial statements.

 



Ladenburg Thalmann Alternative Strategies Fund

 

 

CONSOLIDATED STATEMENT OF CASH FLOWS

 

 

For the Year Ended June 30, 2013

 

 

 

 

 

 

Cash flows from operating activities:

 

 

 

Net increase in net assets resulting from operations

 

 $        781,065

 

Adjustments to reconcile net increase in net assets resulting from operations

 

 

 

  to net cash used in operating activities:

 

 

 

Purchases of investments

 

    (15,434,275)

 

Sales of investments

 

        4,548,136

 

Return of Capital distributions from investments

 

            385,201

 

Net purchase of short term securities

 

            (27,286)

 

Net realized gain from investments, net of capital gain distributions

 

          (353,762)

 

Net unrealized depreciation from investments

 

            525,297

 

 

 

 

 

Changes in assets and liabilities

 

 

 

(Increase)/Decrease in assets:

 

 

 

      Dividends and Interest Receivable

 

            (97,934)

 

      Prepaid Expenses and Other Assets

 

            (13,411)

 

Increase/(Decrease) in liabilities:

 

 

 

      Accrued Advisory Fees

 

              19,586

 

      Payable to Other Affiliates

 

              (2,293)

 

      Accrued Distribution Fee

 

                2,214

 

      Other Accrued Expenses and Other Liabilities

 

                2,354

Net cash used in operating activities

 

      (9,665,108)

 

 

 

 

Cash flows from financing activities:

 

 

 

Proceeds from shares sold

 

      11,899,069

 

Payment on shares redeemed

 

      (1,805,461)

 

Cash distributions paid

 

          (428,500)

 

Net cash provided by financing activities

 

        9,665,108

 

 

 

 

 

    Net increase in cash

 

                       -   

 

    Cash at beginning of year

 

                       -   

 

    Cash at end of year

 

 $                   -   

 

 

 

 

 

 

 

 

 

Supplemental disclosure of non-cash activity:

 

 

 

     Noncash financing activities not including herein consists of reinvestment of dividends

 $        936,384


 

The accompanying notes are an integral part of these financial statements.

 




Ladenburg Thalmann Alternative Strategies Fund

 

 

 

 

 

CONSOLIDATED FINANCIAL HIGHLIGHTS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The table below sets forth financial data for one share of beneficial interest outstanding throughout each period presented.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Year

 

For the Year

 

For the Period

 

 

 

 

 

Ended

 

Ended

 

Ended

 

 

 

 

 

 June 30, 2013

 

 June 30, 2012

 

 June 30, 2011*

 

 

 

 

 

 

 

 

 

 

 

Net Asset Value, Beginning of Period

 

 $                   10.01

 

 $                   10.05

 

 $                   10.00

 

 

Increase (Decrease) From Operations:

 

 

 

 

 

 

 

 

  Net investment income (a)

 

 

                        0.39

 

                        0.29

 

                         0.22

 

 

  Net gain (loss) from investments

 

 

 

 

 

 

 

 

 

    (both realized and unrealized)

 

 

                       (0.01)

 

                        0.26

 

                         0.13

 

 

Total from operations

 

 

                        0.38

 

                        0.55

 

                         0.35

 

 

 

 

 

 

 

 

 

 

 

 

Less Distributions:

 

 

 

 

 

 

 

 

 

From net investment income

 

 

                       (0.29)

 

                       (0.22)

 

                       (0.16)

 

 

From net realized gains on investments

(0.23)

 

                       (0.14)

 

                             -   

 

 

From paid in capital

 

 

                       (0.08)

 

                       (0.23)

 

                       (0.14)

 

 

Total Distributions

 

 

                       (0.60)

 

                       (0.59)

 

                       (0.30)

 

 

 

 

 

 

 

 

 

 

 

Net Asset Value, End of Period

 

 

 $                     9.79

 

 $                   10.01

 

 $                   10.05

 

 

 

 

 

 

 

 

 

 

 

Total Return (b)

 

 

3.92%

 

5.81%

 

3.53%

 

 

 

 

 

 

 

 

 

 

 

Ratios/Supplemental Data

 

 

 

 

 

 

 

 

 

Net assets, end of period (in 000's)

 

 

 $                27,581

 

 $                17,180

 

 $                 10,255

 

       

Ratio to average net assets:

 

 

 

 

 

 

 

 

 

    Expenses, Gross (d)

 

 

1.98%

 

2.28%

 

6.00%

(c)

 

    Expenses, Net of Reimbursement (d)

1.75%

 

1.75%

 

1.75%

(c)

 

    Net investment income, Net of Reimbursement (d)(f)

3.88%

 

2.93%

 

2.92%

(c)

 

Portfolio turnover rate

 

 

20.27%

 

13.76%

 

0.25%

(e)

 

 

 

 

 

 

 

 

 

 

__________

 

 

 

 

 

 

 

 

*The Fund commenced operations on September 28, 2010.

 

 

 

 

 

(a) Per share amounts are calculated using the average shares method, which more appropriately presents the per share data for the period.  

 

(b) Total returns are historical in nature and assume changes in share price, reinvestment of dividends, returns of capital and capital gains distributions, if any. Had the Adviser not absorbed a portion of Fund expenses, total returns would have been lower. Total returns for periods less than one year are not annualized.

 

(c) Annualized for periods less than one year.

 

 

 

 

 

 

(d) Does not include expenses of other investment companies in which the Fund invests.

 

 

 

(e) Not annualized.

 

 

 

 

 

 

 

 

(f) Recognition of investment income is affected by timing of and declaration of dividends by the underlying investment companies in which the Fund invests.

 


 

The accompanying notes are an integral part of these financial statements.

 



Ladenburg Thalmann Alternative Strategies Fund

CONSOLIDATED NOTES TO FINANCIAL STATEMENTS

June 30, 2013



1.

ORGANIZATION


Ladenburg Thalmann Alternative Strategies Fund (the “Fund”) was organized as a Delaware statutory trust on June 15, 2010 and is registered under the Investment Company Act of 1940, as amended, (the “1940 Act”), as a non-diversified, closed-end management investment company that operates as an interval fund with a continuous offering of Fund shares.  The investment objective of the Fund is to seek attractive risk-adjusted returns with low to moderate volatility and low correlation to the broader markets, through a concentrated multi-strategy alternative investment approach with an emphasis on income generation. The Fund pursues its investment objective by investing primarily in private and publicly traded alternative investment funds and real estate investment trusts ("REITs").  Investment funds include closed-end funds, open-end funds (mutual funds), limited partnerships, limited liability companies and other types of pooled investment vehicles.  The Fund commenced operations on September 28, 2010.   


2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


The following is a summary of significant accounting policies followed by the Fund in preparation of its financial statements.  These policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of financial statements 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 income and expenses for the period. Actual results could differ from those estimates.


Security Valuation – Securities listed on an exchange are valued at the last reported sale price at the close of the regular trading session of the exchange on the business day the value is being determined, or in the case of securities listed on NASDAQ at the NASDAQ Official Closing Price (“NOCP”).  In the absence of a sale such securities shall be valued at the mean of the closing bid and asked prices on the day of valuation.  Short-term investments that mature in 60 days or less are valued at amortized cost, provided such valuations represent fair value.  


When price quotations for certain securities are not readily available, or if the available quotations are not believed to be reflective of market value by the Adviser, those securities will be valued at “fair value” as determined in good faith by the Fund’s Valuation Committee using procedures adopted by and under the supervision of the Fund’s Board of Trustees (the “Board”). There can be no assurance that the Fund could purchase or sell a portfolio security at the price used to calculate a Fund’s NAV.


The Fund may hold securities, such as private placements, interests in commodity pools, other non-traded securities or temporarily illiquid securities, for which market quotations are not readily available or are determined to be unreliable.  These securities will be valued at their fair market value as determined using the “fair value” procedures approved by the Board.  The Board has delegated execution of these procedures to a fair value team composed of one or more representatives from each of the (i) Fund, (ii) administrator, and (iii) adviser.  The team may also enlist third party consultants such as an audit firm or financial officer of a security issuer on an as-needed basis to assist in determining a security-specific fair value.  The Board reviews and ratifies the execution of this process and the resultant fair value prices at least quarterly to assure the process produces reliable results.

 

Fair Value Team and Valuation Process .  This team is composed of one or more representatives from each of the (i) Fund, (ii) administrator, and (iii) adviser.  The applicable investments are valued collectively via inputs from each of these groups.  For example, fair value determinations are required for the following securities:  (i) securities for which market quotations are insufficient or not readily available on a particular business day (including securities for which there is a short and temporary lapse in the provision of a price by the regular pricing source), (ii) securities for which, in the judgment of the adviser, the prices or values available do not represent the fair value of the instrument.  Factors which may cause the adviser to make such a judgment include, but are not limited to, the following: only a bid price or an asked price is available; the spread between bid and asked prices is substantial; the

 

Ladenburg Thalmann Alternative Strategies Fund

CONSOLIDATED NOTES TO FINANCIAL STATEMENTS (Continued)

June 30, 2013


frequency of sales; the thinness of the market; the size of reported trades; and actions of the securities markets, such as the suspension or limitation of trading; (iii) securities determined to be illiquid; (iv) securities with respect to which an event that will affect the value thereof has occurred (a “significant event”) since the closing prices were established on the principal exchange on which they are traded, but prior to the Fund’s calculation of its net asset value.  Specifically, interests in commodity pools or managed futures pools are valued on a daily basis by reference to the closing market prices of each futures contract or other asset held by a pool, as adjusted for pool expenses.  Restricted or illiquid securities, such as private placements or non-traded securities are valued via inputs from the adviser based upon the current bid for the security from two or more independent dealers or other parties reasonably familiar with the facts and circumstances of the security (who should take into consideration all relevant factors as may be appropriate under the circumstances).  If the adviser is unable to obtain a current bid from such independent dealers or other independent parties , the fair value team shall determine the fair value of such security using the following factors: (i) the type of security; (ii) the cost at date of purchase; (iii) the size and nature of the Fund's holdings; (iv) the discount from market value of unrestricted securities of the same class at the time of purchase and subsequent thereto; (v) information as to any transactions or offers with respect to the security; (vi) the nature and duration of restrictions on disposition of the security and the existence of any registration rights; (vii) how the yield of the security compares to similar securities of companies of similar or equal creditworthiness; (viii) the level of recent trades of similar or comparable securities; (ix) the liquidity characteristics of the security; (x) current market conditions; and (xi) the market value of any securities into which the security is convertible or exchangeable.


The Fund invests in some securities which are not traded and the Valuation Committee has established a methodology for fair value of each type of security. Generally, the Real Estate Investment Trusts (REITs) are publicly registered but not traded. When the REIT is in the public offering period the Fund values the REIT at cost. The Fund generally purchases REITs at Net Asset Value (NAV) or without a commission. However, start-up REITs amortize a significant portion of their start-up costs and therefore potentially carry additional risks that may impact valuation should the REIT be unable to raise sufficient capital and execute their business plan.  As such, start-up REITs pose a greater risk than seasoned REITs because, if they encounter going concern issues, they may see significant deviation in value from the fair value, cost basis approach as represented.  Management is not aware of any information which would cause a change in cost basis valuation methodology currently being utilized for non-traded REITs in their offering period.  Once a REIT closes to new investments, the Fund values the security based on the movement of an appropriate market index or traded comparable until the REIT issues an updated market valuation. Additionally, certain other non-publicly traded investments held by the Fund are valued based on the movement of an appropriate benchmark or company provided market valuation. The Private Investments are monitored for any independent audits of the security or impairments reported on the potential value of the security and the fair value is generally adjusted to depreciation in the case of hard assets. The Valuation Committee meets frequently to discuss the valuation methodology and will adjust the value of a security if there is a public update to such valuation.


The values assigned to fair valued investments are based on available information and do not necessarily represent amounts that might ultimately be realized, since such amounts depend on future developments inherent in long-term investments. Changes in the fair valuation of portfolio securities may be less frequent and of greater magnitude than changes in the price of portfolio securities valued at their last sale price, by an independent pricing service, or based on market quotations. Imprecision in estimating fair value can also impact the amount of unrealized appreciation or depreciation recorded for a particular portfolio security and differences in the assumptions used could result in a different determination of fair value, and those differences could be material.


The Fund utilizes various methods to measure the fair value of its investments on a recurring basis.  GAAP establishes a hierarchy that prioritizes inputs to valuation methods. The three levels of input are:


Level 1 – Unadjusted quoted prices in active markets for identical assets and liabilities that the Fund has the ability to access.

 

Ladenburg Thalmann Alternative Strategies Fund

CONSOLIDATED NOTES TO FINANCIAL STATEMENTS (Continued)

June 30, 2013

 

Level 2 – Observable inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly or indirectly.  These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.

Level 3 – Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.


The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment.  Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.


The inputs used to measure fair value may fall into different levels of the fair value hierarchy.  In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety, is determined based on the lowest level input that is significant to the fair value measurement in its entirety.


The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.  The following tables summarize the inputs used as of June 30, 2013 for the Fund’s assets measured at fair value:

 

Assets*

Level I

Level 2

Level 3

Total

Common Stock

 $                  9,250,352

 $                            -

 $                                -

 $             9,250,352

Real Estate Investment Trusts

                      3,377,088

                  597,244

                   6,767,798

              10,742,130

Senior Common Stock

                                    -   

                              -   

                        20,220

                      20,220

Closed-End Fund

2,786,411

                              -   

                                 -   

                2,786,411

Mutual Fund

250,000

                              -   

                                 -   

                    250,000

Private Investments

                                    -   

                  748,056

2,568,401

                3,316,457

Short-Term Investments

289,746

                              -   

                                 -   

                    289,746

Total

 $                15,953,597

 $            1,345,300

 $               9,356,419

 $           26,655,316


  *Refer to the Consolidated Portfolio of Investments for industry classifications.

  There were no transfers between Level 1 and Level 2 during the year.

   It is the Fund’s policy to record transfers into or out of any level at the end of the reporting period.


The following is a reconciliation of assets in which level 3 inputs were used in determining value:  

 

 

 

Real Estate Investment Trusts

Private Investments

Senior Common Stock

Total

Beginning Balance

 $         3,643,535

 $       1,335,052

 $           67,400

 $    5,045,987

Total realized gain (loss)

                             -

                           -

                          -

                       -

Appreciation (Depreciation)

                207,657

(146,574)

(43,861)

            17,222

Cost of Purchases

             3,763,349

           1,379,923

                          -

       5,143,272

Proceeds from Sales and Return of Capital

(249,499)

                           -

(3,319)

(252,818)

Accrued Interest

                             -

                           -

                          -

                       -

Net transfers in/out of level 3

(597,244)

                           -

                          -

         (597,244)

Ending Balance

 $         6,767,798

 $       2,568,401

 $           20,220

 $    9,356,419



The change in unrealized appreciation/depreciation on Level 3 investments held as of June 30, 2013 is $17,222. The above transfer out of Level 3 is into Level 2 and results from a REIT closing to new investments and the method of valuation changing as described above.




Ladenburg Thalmann Alternative Strategies Fund

CONSOLIDATED NOTES TO FINANCIAL STATEMENTS (Continued)

June 30, 2013

 


Consolidation of Subsidiaries – The Fund may invest up to 25% of its total assets in a controlled foreign corporation (“CFC”), which acts as an investment vehicle in order to effect certain investments consistent with the Fund’s investment objectives and policies.


The consolidated financial statements of the Fund include LASF Fund Limited CFC (“LASF”), a wholly-owned and controlled subsidiary. All inter-company accounts and transactions have been eliminated in consolidation.


LASF invests in the global derivatives markets through the use of one or more proprietary global macro trading programs (“global macro programs”), which are often labeled "managed futures" programs.  Global macro programs attempt to earn profits in a variety of markets by employing long and short trading algorithms applied to futures, options, forward contracts, and other derivative instruments.  It is anticipated that the global macro programs used by LASF will be tied to a variety of global markets for currencies, interest rates, stock market indices, energy resources, metals and agricultural products.  LASF’s investments in a global macro program may be through investment in one or more unaffiliated private investment vehicles or unaffiliated commodity pools (“unaffiliated trading companies”) advised by one or more commodity trading advisers or “CTAs” registered with the U.S. Commodity Futures Trading Commission.  The Fund or LASF do not consolidate the assets, liabilities, capital or operations of the trading companies into their financial statements.  Rather, the unaffiliated trading company is separately presented as an investment in the Fund’s Consolidated Portfolio of Investments.  Income, gains and unrealized appreciation or depreciation on the investments in the trading companies are recorded in the Fund’s Consolidated Statement of Assets and Liabilities and the Fund’s Consolidated Statement of Operations.  


In accordance with its investment objectives and through its exposure to the aforementioned commodity-based derivative products, the Fund may have increased or decreased exposure to one or more of the risk factors defined in the Principal Investment Risks section of the Fund’s Prospectus.


A summary of the Fund’s investments in the LASF is as follows:


LASF *

June 30, 2013

 

 

Cash and Other Assets

 $                    812,125

 

 

Total Net Assets

 $                    812,125

 

 

 

 

 

 

 

 

 

 

 

 

Percentage of the Fund's Total Assets

                   2.94%

 

 

 

 

 

 

 

 

 

 

* LASF commenced operations on September 28, 2010


For tax purposes, LASF is an exempted Cayman investment company. LASF has received an undertaking from the Government of the Cayman Islands exempting it from all local income, profits and capital gains taxes. No such taxes are levied in the Cayman Islands at the present time. For U.S. income tax purposes, LASF is a CFC and as such is not subject to U.S. income tax. However, as a wholly-owned CFC, LASF net income and capital gain, to the extent of its earnings and profits, will be included each year in the Fund’s investment company taxable income.


Security Transactions and Investment Income – Investment security transactions are accounted for on a trade date basis.  Cost is determined and gains and losses are based upon the specific identification method for both financial statement and federal income tax purposes.  Dividend income is recorded on the ex-dividend date and interest income is recorded on the accrual basis.  Purchase discounts and premiums on securities are accreted and amortized over the life of the respective securities.

 

Ladenburg Thalmann Alternative Strategies Fund

CONSOLIDATED NOTES TO FINANCIAL STATEMENTS (Continued)

June 30, 2013

 


Federal Income Taxes – The Fund intends to comply with the requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies and will distribute all of its taxable income, if any to shareholders.  Accordingly, no provision for Federal income taxes is required in the financial statements.


The Fund recognizes the tax benefits of uncertain tax positions only when the position is “more likely than not” to be sustained assuming examination by tax authorities.  Management has reviewed the tax positions and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken on returns filed for open tax years (2011-2012), or expected to be taken in the Fund’s 2013 tax returns.  The Fund identifies its major tax jurisdiction as U.S. Federal.  The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations. During the year ended June 30, 2013, the Fund did not incur any interest or penalties. Generally tax authorities can examine tax returns filed for the last three years.


Distributions to Shareholders –Distributions from investment income are declared and recorded on a daily basis and paid quarterly.  Distributions from net realized capital gains, if any, are declared and paid annually and are recorded on the ex-dividend date.  The character of income and gains to be distributed is determined in accordance with income tax regulations, which may differ from GAAP.


Indemnification – The Fund indemnifies its officers and Trustees for certain liabilities that may arise from the performance of their duties to the Fund.  Additionally, in the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties and which provide general indemnities.  The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred.  However, based on experience, the Fund expects the risk of loss due to these warranties and indemnities to be remote.


3.

ADVISORY FEE AND OTHER RELATED PARTY TRANSACTIONS


Advisory Fees – Pursuant to the Investment Advisory Agreement (the “Advisory Agreement”), investment advisory services are provided to the Fund by Ladenburg Thalmann Asset Management, Inc. (the “Adviser”).  Under the terms of the Advisory Agreement, the Adviser receives monthly fees calculated at an annual rate of 0.75% of the average daily net assets of the Fund.  For the year ended June 30, 2013, the Adviser earned advisory fees of $172,754.  


The Adviser has contractually agreed to waive all or part of its advisory fees and/or make reimbursements to limit Fund expenses (including offering costs but exclusive of any front-end or contingent deferred loads, taxes, leverage interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, dividend expense on securities sold short, acquired (underlying) fund fees and expenses, or extraordinary expenses such as litigation) at least until October 31, 2014, so that the total annual operating expenses of the Fund do not exceed 1.75% of the Fund’s average daily net assets.  Waivers and expense payments may be recouped by the Adviser from the Fund, to the extent that overall expenses fall below the expense limitation, within three years of when the amounts were waived or reimbursed.  During the year ended June 30, 2013, the Adviser waived fees of $52,696.


As of June 30, 2013, the Adviser has $260,614 of waived fees and reimbursed expenses that may be recovered by the following dates:


June 30, 2014

June 30, 2015

June 30, 2016

Total

 $                135,652

 $              72,266

 $              52,696

 $            260,614


 

Ladenburg Thalmann Alternative Strategies Fund

CONSOLIDATED NOTES TO FINANCIAL STATEMENTS (Continued)

June 30, 2013

 


Pursuant to a separate servicing agreement with Gemini Fund Services, LLC, (“GFS”), the Fund pays GFS customary fees for providing administration, fund accounting and transfer agency services to the Fund. GFS provides a Principal Executive Officer and a Principal Financial Officer to the Fund.


In addition, certain affiliates of GFS provide ancillary services to the Fund as follows:


Northern Lights Compliance Services, LLC  (“NLCS”) - NLCS, an affiliate of GFS, provides a Chief Compliance Officer to the Fund, as well as related compliance services, pursuant to a consulting agreement between NLCS and the Fund. Under the terms of such agreement, NLCS receives customary fees from the Fund.

Gemcom, LLC (“Gemcom”) - Gemcom, an affiliate of GFS, provides EDGAR conversion and filing services as well as print management services for the Fund on an ad-hoc basis.   For the provision of these services, Gemcom receives customary fees from the Fund.


Amounts owed to GFS for these various services are reflected as Payable to other affiliates in the Consolidated Statement of Assets and Liabilities.


Distributor – The distributor of the Fund is Ladenburg Thalmann & Co., Inc. (the “Distributor”).  The Board of Trustees has adopted, on behalf of the Fund, a Shareholder Services Plan under which the Fund may compensate financial industry professionals for providing ongoing services in respect of clients with whom they have distributed shares of the Fund.   Under the Shareholder Services Plan, the Fund may pay 0.25% per year of its average daily net assets for such services.  For the year ended June 30, 2013, the Fund incurred shareholder servicing fees of $57,585.  


The Distributor acts as the Fund’s principal underwriter in a continuous public offering of the Fund’s shares.   The Distributor is an affiliate of the Adviser. For the year ended June 30, 2013, the Distributor received $114,690 in underwriting commissions for sales of the Fund’s shares, of which $7,073 was retained by the principal underwriter or other affiliated broker-dealers.


Additionally, Ladenburg Thalmann & Co., Inc. executed portfolio trades on behalf of the Fund for which they received $4,777 in trade commissions.


Trustees – The Fund pays each Trustee who is not affiliated with the Fund or Adviser a quarterly fee of $750, as well as reimbursement for any reasonable expenses incurred attending meetings.  The “interested persons” who serve as Trustees of the Fund receive no compensation for their services as Trustees.  None of the executive officers receive compensation from the Fund.


4.

INVESTMENT TRANSACTIONS


The cost of purchases and proceeds from the sale of securities, other than short-term securities, for the year ended June 30, 2013 amounted to $15,234,275 and $4,548,136, respectively.  


5.   

DISTRIBUTIONS TO SHAREHOLDERS AND TAX COMPONENTS OF CAPITAL


The tax character of Fund distributions for the following fiscal years was as follows:

 

 

Fiscal Year Ended

 

Fiscal Year Ended

 

 

June 30, 2013

 

June 30, 2012

Ordinary Income

 

 $                  744,407

 

 $                  364,343

Long-Term Capital Gain

 

                     465,042

 

                     142,413

Return of Capital

 

                     186,202

 

                     317,633

 

 

 $              1,395,651

 

 $                  824,389

 

 

 

Ladenburg Thalmann Alternative Strategies Fund

CONSOLIDATED NOTES TO FINANCIAL STATEMENTS (Continued)

June 30, 2013

 

 

As of June 30, 2013, the components of accumulated earnings/(deficit) on a tax basis were as follows:

 

Undistributed

 

Undistributed

 

Capital

 

Other

 

Post October

 

Unrealized

 

Total

Ordinary

 

Long-Term

 

Loss

 

Book/ Tax

 

Loss and

 

Appreciation/

 

Accumulated

Income

 

Capital Gains

 

Carry Forward

 

Differences

 

Late Year Loss

 

(Depreciation)

 

Earnings/(Deficit)

 $                 -   

 

 $                  -   

 

 $                  -   

 

 $ (118,024)

 

 $                      -   

 

 $   230,446

 

 $           112,422

 


The difference between book basis and tax basis distributable earnings and unrealized appreciation/(depreciation) is primarily attributable to the tax deferral of losses on wash sales and  adjustments for partnerships and the Fund’s wholly owned subsidiary.


6.   

REPURCHASE OFFERS


Pursuant to Rule 23c-3 under the Investment Company Act of 1940, as amended, the Fund offers shareholders on a quarterly basis the option of redeeming shares, at net asset value, of no less than 5% and no more than 25% of the shares outstanding.  There is no guarantee that shareholders will be able to sell all of the shares they desire in a quarterly repurchase offer, although each shareholder will have the right to require the Fund to purchase up to and including 5% of such shareholder's shares in each quarterly repurchase. Limited liquidity will be provided to shareholders only through the Fund's quarterly repurchases.


During the year ended June 30, 2013, the Fund completed four quarterly repurchase offers. In those offers, the Fund offered to repurchase up to 5% of the number of its outstanding shares as of the Repurchase Pricing Dates. The results of those repurchase offers were as follows:


 

Repurchase Offer #1

 

Repurchase Offer #2

 

Repurchase Offer #3

 

Repurchase Offer #4

Commencement Date

June 26, 2012

 

September 25, 2012

 

December 27, 2012

 

March 25, 2013

Repurchase Request Deadline

July 24, 2012

 

October 23, 2012

 

January 24, 2013

 

April 25, 2013

Repurchase Pricing Date

July 24, 2012

 

October 23, 2012

 

January 24, 2013

 

April 25, 2013

Net Asset Value as of Repurchase Offer Date

$10.17

 

$9.98

 

$10.04

 

$10.20

Amount Repurchased

$293,242

 

$228,844

 

$393,875

 

$888,960

Percentage of Outstanding Shares Repurchased

1.61%

 

1.12%

 

1.59%

 

3.28%


7.

INVESTMENT IN RESTRICTED SECURITIES


Restricted securities include securities that have not been registered under the Securities Act of 1933, as amended, and securities that are subject to restrictions on resale.  The Fund may invest in restricted securities that are consistent with the Fund’s investment objectives and investment strategies. Investments in restricted securities are valued at fair value as determined in good faith in accordance with procedures adopted by the Board of Trustees. It is possible that the estimated value may differ significantly from the amount that might ultimately be realized in the near term, and the difference could be material.


As of June 30, 2013, the Fund was invested in the following restricted securities:



Security

Initial

Acquisition Date


Shares


Cost


Value


% of Net Assets

Cypress Equpment Fund 17 LLC

12/27/2010

223

$207,500

$153,550

0.56%

Cypress Equpment Fund 18 LLC

04/01/2011

651

$604,990

$483,991

1.75%

Walton Kimberlin Heights Development, LP

12/27/2010

36,635

$340,706

$340,705

1.24%

 

Ladenburg Thalmann Alternative Strategies Fund

CONSOLIDATED NOTES TO FINANCIAL STATEMENTS (Continued)

June 30, 2013

 



Walton Sherwood Acres, LP

04/29/2011

10,752

$99,994

$99,993

0.36%

Walton US Land Fund 1, LP

11/08/2011

10,752

$99,994

$99,994

0.36%

Walton US Land Fund 2, LP

08/22/2012

19,855

$184,652

$184,652

0.67%

Walton US Land Fund 3, LP

11/16/2012

37,655

$350,192

$350,192

1.27%


8.

NEW ACCOUNTING PRONOUNCEMENT


In December 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-11 related to disclosures about offsetting assets and liabilities.  In January 2013, the FASB issued ASU No. 2013-01 which gives additional clarification to ASU 2011-11.  The amendments in these ASUs require an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position.  The ASUs are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The guidance requires retrospective application for all comparative periods presented.  Management is currently evaluating the impact these amendments may have on the Fund’s financial statements.


9.

SUBSEQUENT EVENTS


Subsequent events after the date of the Consolidated Statement of Assets and Liabilities have been evaluated through the date the financial statements were issued.   Management has concluded that there is no impact requiring adjustment or disclosure in the financial statements other than the following:

The Fund completed a quarterly repurchase offer on July 25, 2013 which resulted in 6.18% of Fund shares being repurchased for $1,609,993.





[F7OPINION001.JPG]





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




To the Shareholders and Board of Trustees of

Ladenburg Thalmann Alternative Strategies Fund



We have audited the accompanying consolidated statement of assets and liabilities of Ladenburg Thalmann Alternative Strategies Fund, including the consolidated portfolio of investments, as of June 30, 2013, and the related consolidated statements of operations and cash flows for the year then ended, and the consolidated statements of changes in net assets for each of the years in the two-year period then ended and the consolidated financial highlights for each of the years in the two-year period then ended and for the period from September 28, 2010 (commencement of operations) through June 30, 2011.  These financial statements and financial highlights are the responsibility of the Fund’s management.  Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.


We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  Our procedures included confirmation of securities owned as of June 30, 2013 by correspondence with the custodian and other appropriate parties.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.


As explained in Note 2, the financial statements include investments valued at $10,701,720 (39% of net assets), whose fair values have been estimated by the Board of Trustees in the absence of readily ascertainable fair values.  These estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and the differences could be material.


In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the consolidated financial position of Ladenburg Thalmann Alternative Strategies Fund as of June 30, 2013, the consolidated results of its operations and its cash flows for the year then ended, its consolidated changes in net assets for each of the years in the two-year period then ended and its financial highlights for each of the years in the two-year period then ended and for the period from September 28, 2010 (commencement of operations) through June 30, 2011, in conformity with accounting principles generally accepted in the United States of America.

 

[F7OPINION002.JPG]



BBD, LLP



Philadelphia, Pennsylvania

August 27, 2013




Ladenburg Thalmann Alternative Strategies Fund

DIRECTORS AND OFFICERS (Unaudited)                                                                         


Following is a list of the Trustees and executive officers of the Trust and their principal occupation over the last five years. Unless otherwise noted, the address of each Trustee and Officer is 80 Arkay Drive, Hauppauge, NY 11788.

Independent Trustees

Name, Address and Year of Birth

Position/Term of Office*

Principal Occupation

During the Past Five Years

Number of Portfolios in Fund Complex**

Overseen by Trustee

Other Directorships held by Trustee During Last Five Years

Anthony J. Hertl ^

1950

Trustee

Since June 2010;

Chairman of the Board since 2013.

Consultant to small and emerging businesses (since 2000).

1

AdvisorOne Funds (12 portfolios)(2004-2013); Satuit Capital Management Trust, The Z-Seven Fund, Inc. (2007 to May, 2010), Greenwich Advisors Trust (2007-February 2011); Northern Lights Fund Trust (since 2005)(76 portfolios); Northern Lights Variable Trust (since 2006)(22 portfolios); Global Real Estate Fund (2006-2008); The World Funds Trust (since 2010)

Gary W. Lanzen ^

1954

Trustee

Since June 2010

President, Orizon Investment Counsel, Inc. (2000-2006); Chief Investment Officer (2000 -2010); Founder and Partner, Orizon Group, Inc. (a financial services company) (2000-2006).

1

AdvisorOne Funds (12 portfolios) (since 2003 Northern Lights Fund Trust (since 2005) (76 portfolios),Northern Lights Variable Trust (since 2006)(22 portfilios)

Mark H. Taylor^

1964

Trustee

Since June 2010

Andrew D. Braden Professor of Accounting and Auditing, Weatherhead School of Management, Case Western Reserve University (since 2009); John P. Begley Endowed Chair in Accounting, Creighton University (2002 – 2009); Former member of the AICPA Auditing Standards Board, AICPA (2008-2011). 

1

Lifetime Achievement Mutual Fund (LFTAX) (Director and Audit Committee Chairman)(2007-2012), Northern Lights Fund Trust (since 2007)(76 portfolios), Northern Lights Variable Trust (since 2007 (22 portfolios); NLFT III (since February 2012)(13 portfolios)

John V. Palancia

1954

Trustee

Since 2011

Retired (since 2011). Formerly, Director of Futures Operations, Merrill Lynch, Pierce, Fenner & Smith Inc. (1975-2011).

1

Northern Lights Fund Trust (since 2011)(76 portfolios), Northern Lights Variable Trust (since 2011 (22 portfolios),NLFT III (since February 2012)(13 portfolios)

Michael Miola^

1952

Trustee

Since June 2010; Chairman of the Board 2005-2013

Co-Owner and Co-Managing Member of NorthStar Financial Services Group, LLC; Manager of Gemini Fund Services, LLC; Orion Advisor Services, LLC, CLS Investments, LLC, GemCom, LLC and Northern Lights Compliance Services, LLC (since 2003).

1

AdvisorOne Funds (12 portfolios), Constellation Trust Co., Northern Lights Fund Trust (since 2005) (76 portfolios), Northern Lights Variable Trust (since 2006)(22 portfolios)


Ladenburg Thalmann Alternative Strategies Fund

DIRECTORS AND OFFICERS (Unaudited) (Continued)                                                                                              



Officers

Name, Address and Age

Position/Term of Office*

Principal Occupation

During the Past Five Years

Number of Portfolios in Fund Complex

Overseen by Trustee

Other Directorships held by Trustee During Last 5 Years

Andrew Rogers

1969

President

Since June 2010

Chief Executive Officer, Gemini Fund Services, LLC (since 2012); President and Manager, Gemini Fund Services, LLC (2006 - 2012); Formerly Manager, Northern Lights Compliance Services, LLC (2006 – 2008); and President and Manager, GemCom LLC (2004 - 2011).

N/A

N/A

Stephanie Shearer

1979

Secretary

Since February 2013

Senior Paralegal, Gemini Fund Services, LLC (since 2013); Paralegal, Gemini Fund Services, LLC (2010-2013); Junior Paralegal, Gemini Fund Services, LLC (2008-2010); Legal Assistant, Gemini Fund Services, LLC (2007-2008).

N/A

N/A

Kevin E. Wolf

1969

Treasurer

Since June 2010

President, Gemini Fund Services, LLC (since 2012); Director of Fund Administration, Gemini Fund Services, LLC (2006 - 2012); and Vice-President, GemCom, LLC (since 2004).

N/A

N/A

Mark Marrone

1968

Chief Compliance Officer

Since June 2010

Compliance Officer of Northern Lights Compliance Services, LLC (since 2009); Chief Financial Officer/Treasurer (2003-2009) and Chief Compliance Officer (2004-2009) Saratoga Capital Management, LLC.

N/A

N/A

* The term of office for each Trustee and officer listed above will continue indefinitely.

** The term "Fund Complex" refers to the Ladenburg Thalmann Alternative Strategies Fund.

^ These Trustees also serve as independent trustee of Northern Lights Fund Trust (“NL Trust”) and Northern Lights Variable Trust. On May 2, 2013, the SEC filed an order instituting settled administrative proceedings (the “Order”) against Northern Lights Compliance Services, LLC (“NLCS”), Gemini Fund Services, LLC (“GFS”), certain current Trustees of the Trust, and one former Trustee. To settle the SEC’s charges, GFS and NLCS each agreed to pay $50,000 penalties, both firms and the named Trustees agreed to engage an independent compliance consultant to address the violations found in the Order. The firms and the names Trustees agreed to settle with the SEC without admitting or denying the SEC’s findings, while agreeing to cease and desist from committing or causing any violations and any future violations of those provisions. There were no allegations that shareholders suffered any momentary harm. The SEC chargers were not against the Adviser or the Fund.


The Fund’s Statement of Additional Information ("SAI") includes additional information about the Trustees and is available, without charge, upon request.  You may call toll-free 1-877-803-6583 to request a copy of the SAI or to make shareholder inquiries.




Ladenburg Thalmann Alternative Strategies Fund

DISCLOSURE OF FUND EXPENSES (Unaudited)

June 30, 2013

 

 

 

As a shareholder of the Fund you incur two types of cost, transaction costs or sales loads and ongoing costs, including management fees, shareholder service fees and other Fund 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.  Please note, the expenses shown in the tables are meant to highlight ongoing costs only and do not reflect any transactional costs.

This example is based on an investment of $1,000 invested for the period of time as indicated in the table below.


Actual Expenses :  The first line of the table provides information about actual account values and actual expenses.  You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period.  Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During the Period” to estimate the expenses you paid on your account during the period.


Hypothetical Examples 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 and other funds.  To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the 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 loads which may be applicable to your account.  Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.  In addition, if these transactional costs were included, your costs would have been higher.



 

Beginning Account Value (1/1/13)

Ending Account Value

 (6/30/13)

Expenses Paid

During the Period*

(1/1/13 to 6/30/13)

Actual

$1,000.00

      $1,042.40

            $8.86

Hypothetical

(5% return before expenses)


$1,000.00

 

      $1,016.12


            $8.75


*  Expenses Paid During Period are equal to Fund’s annualized expense ratio of 1.75%, multiplied by the number of days in the period from January 1, 2013 through June 30, 2013 (181) divided by the number of days in the fiscal year (365).







Rev. June 2011




PRIVACY NOTICE

FACTS

WHAT DOES LADENBURG THALMANN ALTERNATIVE STRATEGIES FUND DO WITH YOUR PERSONAL

INFORMATION?

  

 

Why?

Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.

  

  

What?

  The types of personal information we collect and share depend on the product or service you have with us. This information can include:

§ Social Security number

§ Purchase History

§ Assets

§ Account Balances

§ Retirement Assets

§ Account Transactions

§ Transaction History

§ Wire Transfer Instructions

§ Checking Account Information


  When you are no longer our customer, we continue to share your information as described in this notice.

 

 

 

How?

All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons Ladenburg Thalmann Alternative Strategies Fund chooses to share; and whether you can limit this sharing.

  

  

  

  

Reasons we can share your personal information

Does Ladenburg Thalmann Alternative Strategies Fund share?

Can you limit this sharing?

For our everyday business purposes –

such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus

Yes

No

For our marketing purposes –

to offer our products and services to you

No

We don’t share

For joint marketing with other financial companies

No

We don’t share

For our affiliates’ everyday business purposes –

information about your transactions and experiences

No

We don’t share

For our affiliates’ everyday business purposes –

information about your creditworthiness

No

We don’t share

For nonaffiliates to market to you

No

We don’t share

  

  

Questions?

Call 1-877-803-6583

 

 

 Who we are

Who is providing this notice?

Ladenburg Thalmann Alternative Strategies Fund

What we do

How does Ladenburg Thalmann Alternative Strategies Fund protect my personal information?

To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings.


Our service providers are held accountable for adhering to strict policies and procedures to prevent any misuse of your nonpublic personal information.

How does Ladenburg Thalmann Alternative Strategies Fund collect my personal information?

We collect your personal information, for example, when you

§ Open an account

§ Provide account information

§ Give us your contact information

§ Make deposits or withdrawals from your account

§ Make a wire transfer

§ Tell us where to send the money

§ Tells us who receives the money

§ Show your government-issued ID

§ Show your driver s license

We also collect your personal information from other companies.

Why can t I limit all sharing?

Federal law gives you the right to limit only

    Sharing for affiliates everyday business purposes information about your creditworthiness

    Affiliates from using your information to market to you

    Sharing for nonaffiliates to market to you


       State laws and individual companies may give you additional rights to limit sharing.

Definitions

Affiliates

   Companies related by common ownership or control. They can be financial and nonfinancial companies.

§  Ladenburg Thalmann Alternative Strategies Fund does not share with our affiliates.

Nonaffiliates

Companies not related by common ownership or control. They can be financial and nonfinancial companies

§   Ladenburg Thalmann Alternative Strategies Fund does not share with nonaffiliates so they can market to you.

Joint marketing

A formal agreement between nonaffiliated financial companies that together market financial products or services to you.

§   Ladenburg Thalmann Alternative Strategies Fund does not jointly market.







Investment Adviser

Ladenburg Thalmann Asset Management, Inc.

520 Madison Avenue, 9 th Floor

New York, NY 10022


Administrator

Gemini Fund Services, LLC

80 Arkay Drive Suite 10

Hauppauge, NY 11788




__________________________________________________________________________________________________________


How to Obtain Proxy Voting Information

Information regarding how the Fund votes proxies relating to portfolio securities for the 12 month period ended June 30 th as well as a description of the policies and procedures that the Fund used to determine how to vote proxies is available without charge, upon request, by calling 1-877-803-6583 or by referring to the Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov .


How to Obtain 1 st and 3 rd Fiscal Quarter Portfolio Holdings

The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q.  Form N-Q is available on the SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC (1-800-SEC-0330).  The information on Form N-Q is available without charge, upon request, by calling 1-877-803-6583.





Item 2. Code of Ethics.  


(a)

As of the end of the period covered by this report, the registrant has adopted a code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party.


(b)

For purposes of this item, “code of ethics” means written standards that are reasonably designed to deter wrongdoing and to promote:


(1)

Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

(2)

Full, fair, accurate, timely, and understandable disclosure in reports and documents that a registrant files with, or submits to, the Commission and in other public communications made by the registrant;

(3)

Compliance with applicable governmental laws, rules, and regulations;

(4)

The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and

(5)

Accountability for adherence to the code.


(c)

Amendments:  During the period covered by the report, there have not been any amendments to the provisions of the code of ethics.


(d)

Waivers:  During the period covered by the report, the registrant has not granted any express or implicit waivers from the provisions of the code of ethics.


(e)         The Code of Ethics is not posted on Registrant’ website.


(f)          A copy of the Code of Ethics is attached as an exhibit.



Item 3. Audit Committee Financial Expert.  


 (a) The Registrant’s board of trustees has determined that Anthony J. Hertl is an audit committee financial expert, as defined in Item 3 of Form N-CSR.  Mr. Hertl is independent for purposes of this Item.


Item 4. Principal Accountant Fees and Services.  


(a)

Audit Fees

2013 - $15,500

2012 - $15,000


(b)

Audit-Related Fees

2013 - $0

2012 - $0


(c)

Tax Fees

2013 - $3,500

2012 - $3,500


Preparation of Federal & State income tax returns, assistance with calculation of required income, capital gain and excise distributions and preparation of Federal excise tax returns.


(d)

All Other Fees

2013 - $0

2012 - $0


 (e)

(1)

Audit Committee’s Pre-Approval Policies


The registrant’s Audit Committee is required to pre-approve all audit services and, when appropriate, any non-audit services (including audit-related, tax and all other services) to the registrant.  The registrant’s Audit Committee also is required to pre-approve, when appropriate, any non-audit services (including audit-related, tax and all other services) to its adviser, or any entity controlling, controlled by or under common control with the adviser that provides ongoing services to the registrant, to the extent that the services may be determined to have an impact on the operations or financial reporting of the registrant.  Services are reviewed on an engagement by engagement basis by the Audit Committee.


(2)

Percentages of Services Approved by the Audit Committee

2013

2012

Audit-Related Fees:

0.00%

0.00%

Tax Fees:

0.00%

0.00%

All Other Fees:

0.00%

0.00%


(f)

During the audit of registrant's financial statements for the most recent fiscal year, less than 50 percent of the hours expended on the principal accountant's engagement were attributed to work performed by persons other than the principal accountant's full-time, permanent employees.


(g)

The aggregate non-audit fees billed by the registrant's accountant for services rendered to the registrant, and rendered to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant:


2013 - $3,500

2012 - $3,500


(h)

The registrant's audit committee has considered whether the provision of non-audit services to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant, that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X, is compatible with maintaining the principal accountant's independence.


Item 5. Audit Committee of Listed Companies.   Not applicable


Item 6.  Schedule of Investments.   Schedule of investments in securities of unaffiliated issuers is included under Item 1.


Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Funds.  

Pursuant to the recent adoption by the Securities and Exchange Commission (the “Commission”) of Rule 206(4)-6 (17 CFR 275.206(4)-6) and amendments to Rule 204-2 (17 CFR 275.204-2) under the Investment Advisers Act of 1940 (the “Act”), it is a fraudulent, deceptive, or manipulative act, practice or course of business, within the meaning of Section 206(4) of the Act, for an investment adviser to exercise voting authority with respect to client securities, unless (i) the adviser has adopted and implemented written policies and procedures that are reasonably designed to ensure that the adviser votes proxies in the best interests of its clients, (ii) the adviser describes its proxy voting procedures to its clients and provides copies on request, and (iii) the adviser discloses to clients how they may obtain information on how the adviser voted their proxies.

In order to fulfill its responsibilities under the Act, Ladenburg Thalmann Asset Management, Inc. (hereinafter, “Ladenburg”, “we” or “our”) has adopted the following policies and procedures for proxy voting with regard to direct investments in companies held in investment portfolios of our clients.  

KEY OBJECTIVES

The key objectives of these policies and procedures recognize that a company’s management is entrusted with the day-to-day operations and longer term strategic planning of the company, subject to the oversight of the company’s board of directors.  While “ordinary business matters” are primarily the responsibility of management and should be approved solely by the corporation’s board of directors, these objectives also recognize that the company’s shareholders must have final say over how management and directors are performing, and how shareholders’ rights and ownership interests are handled, especially when matters could have substantial economic implications to the shareholders.  

Therefore, we will pay particular attention to the following matters in exercising our proxy voting responsibilities as a fiduciary for our clients:

Accountability .  Each company should have effective means in place to hold those entrusted with running a company’s business accountable for their actions.  Management of a company should be accountable to its board of directors and the board should be accountable to shareholders.  

Alignment of Management and Shareholder Interests .  Each company should endeavor to align the interests of management and the board of directors with the interests of the company’s shareholders. For example, we generally believe that compensation should be designed to reward management for doing a good job of creating value for the shareholders of the company.

Transparency .  Promotion of timely disclosure of important information about a company’s business operations and financial performance enables investors to evaluate the performance of a company and to make informed decisions about the purchase and sale of a company’s securities.

DECISION METHODS


We generally believe that portfolio managers that invest in and track particular companies have a unique perspective to make decisions with regard to proxy votes.  Therefore, we rely on that perspective to make the final decisions on how to cast proxy votes.

No set of proxy voting guidelines can anticipate all situations that may arise. In special cases, we may seek insight and expertise from outside sources as to how a particular proxy proposal will impact the financial prospects of a company, and vote accordingly.

In some instances, a proxy vote may present a conflict between the interests of a client, on the one hand, and our interests or the interests of a person affiliated with us, on the other.  In such a case, we will abstain from making a voting decision and will forward all of the necessary proxy voting materials to the client to enable the client to cast the votes.  

SUMMARY OF PROXY VOTING GUIDELINES


Election of the Board of Directors


We believe that good corporate governance generally starts with a board composed primarily of independent directors, unfettered by significant ties to management, all of whose members are elected annually.  We also believe that some measure of turnover in board composition typically promotes more independent board action and fresh perspectives on governance.  Of greater importance is the skill set of the proposed board member.  We will also look at the backgrounds of the directors to gauge their business acumen and any special talent or experience that may add value to their participation on the board.

The election of a company’s board of directors is one of the most fundamental rights held by shareholders.  Because a classified board structure prevents shareholders from electing a full slate of directors annually, we will pay special attention to efforts to declassify boards or other measures that permit shareholders to remove a majority of directors at any time.


Approval of Independent Auditors

We believe that the relationship between a company and its auditors should be limited primarily to the audit engagement, although it may include certain closely related activities that do not raise an appearance of impaired independence.

We will evaluate on a case-by-case basis instances in which the audit firm has a substantial non-audit relationship with a company to determine whether we believe independence has been, or could be, compromised.

Equity-based compensation plans

We believe that appropriately designed equity-based compensation plans, approved by shareholders, can be an effective way to align the interests of shareholders and the interests of directors, management, and employees by providing incentives to increase shareholder value.  Conversely, we are opposed to plans that substantially dilute ownership interests in the company, provide participants with excessive awards, or have inherently objectionable structural features.

We will generally support measures intended to increase stock ownership by executives and the use of employee stock purchase plans to increase company stock ownership by employees.  These may include:

1.

Requiring senior executives to hold stock in a company.

2.

Requiring stock acquired through option exercise to be held for a certain period of time.


These are guidelines, and we consider other factors, such as the nature of the industry and size of the company, when assessing a plan’s impact on ownership interests.

Corporate Structure


We view the exercise of shareholders’ rights, including the rights to act by written consent, to call special meetings and to remove directors, to be fundamental to good corporate governance.  

Because classes of common stock with unequal voting rights limit the rights of certain shareholders, we generally believe that shareholders should have voting power equal to their equity interest in the company and should be able to approve or reject changes to a company’s by-laws by a simple majority vote.  

We will generally support the ability of shareholders to cumulate their votes for the election of directors.  

Shareholder Rights Plans

There are arguments both in favor of and against shareholder rights plans, also known as poison pills.  For example, such measures may tend to entrench or provide undue compensation to current management, which we generally consider to have a negative impact on shareholder value.  Therefore, our preference is for a plan that places shareholder value in a priority position above interests of management.



SUMMARY OF PROXY VOTING PROCEDURES


As a fiduciary to its investors, Ladenburg recognizes the need to actively manage and vote proxies and other shareholder actions and consents that may arise in the course of its investment advisory activities on behalf of its clients.  However, due to the nature of the investments of the Fund and indirect exposure to underlying equity investments, we believe that it would be rare that Ladenburg would be in a position to cast a vote or called upon to vote a proxy.


In the event that Ladenburg does receive a proxy notice, shareholder consent, or is otherwise entitled to vote on any issue related to the investments of its advisory client accounts, Ladenburg will process and vote all shareholder proxies and other actions in a timely manner insofar as Ladenburg can determine based on the facts available to Ladenburg at the time of its action, in the best interests of the affected Ladenburg advisory client(s).  Although Ladenburg expects that proxies will generally be voted in a manner consistent with the guidelines set forth in this policy, there may be individual cases where, based on facts available to Ladenburg, voting according to policy would not be in the best interests of the fund and its shareholders. In such cases, Ladenburg may vote counter to the stated policy.  


Proxy Voting Procedure

1) Notices received are reviewed by the Compliance Department;

2) Forwarded to the Research & Asset Allocation Department for review and voting decision;

3) Vote or consent entered according to Ladenburg’s best judgment under the facts and circumstances presented.  Such decision shall be made, documented and approved by the Research & Asset Allocation Department and at least one member of the Executive Committee;

4) Final review and sign-off by Compliance Department and filing with a copy in the Proxy Voting Log.


Ladenburg may at any time, outsource Proxy Voting responsibilities to Institutional Shareholder Services (“ISS”) or similar service provider that the Executive Committee may approve, provided that such service provider votes each proxy based on decisions made by Ladenburg.


CLIENT INFORMATION

A copy of these Proxy Voting Policies and Procedures is available to our clients, without charge, upon request, by calling 1-800-643-3431 and can also be found on the EDGAR database on the web at http://www.sec.gov.  We will send a copy of these Proxy Voting Policies and Procedures within three business days of receipt of a request, by first-class mail or other means designed to ensure equally prompt delivery.

In addition, we will provide each client, without charge, upon request, information regarding the proxy votes cast by us with regard to the client’s securities.  


Item 8.  Portfolio Managers of Closed-End Management Investment Companies.  


Mr. Philip Blancato, President of Ladenburg Thalmann Asset Management, Inc. (the “Adviser”), is the Fund’s portfolio manager. Mr. Blancato has primary responsibility for management of the Fund’s investment portfolio and has served the Fund in this capacity since it commenced operations in 2010.  Mr. Blancato’s primary responsibilities at the Adviser involve creating and distributing high net worth fee-based platforms and serving as the managing member of the firm’s Investment Policy Committee which determines the strategic outlook for all the firm’s clients’ investments.  Mr. Blancato is also a Member of the Board of Directors of each of the Adviser’s parent company (LTFSI) subsidiary companies, Ladenburg Thalmann and Co. Inc., Triad Advisors, Inc. and Investacorp, Inc. where he helps make strategic decisions about each company’s initiatives. Prior to joining Ladenburg Thalmann in 2004, Mr. Blancato worked for Powell Johnson as the Managing Director of Advisory Services where he directed the creation and implementation of a suite of fee-based platforms.  Mr. Blancato also worked at Prudential Securities for twelve years where he held various positions within the Investment Management Services division including First Vice President and Director of Portfolio Management Programs where he developed and improved upon the positioning and functionality of discretionary fee-based programs.  During his tenure, the Portfolio Management division became one of the most successful divisions within Prudential Securities with assets in excess of $16 billion. 


As of June 30, 2012, Mr. Blancato was responsible for the management of the following types of accounts in addition to the Fund:


 

 

 

 

 

Other Accounts By Type

Total Number of Accounts by Account Type

Total Assets By Account Type

Number of Accounts by Type  Subject to a Performance Fee

Total Assets By Account Type Subject to a Performance Fee

Registered Investment Companies

0

$0

0

$0

Other Pooled Investment Vehicles

0

$0

0

$0

Other Accounts

0

$0

0

$0


Because the portfolio manager manages assets for other pooled investment vehicles and/or other accounts (including institutional clients, pension plans and certain high net worth individuals) (collectively "Client Accounts"), or may be affiliated with such Client Accounts, there may be an incentive to favor one Client Account over another, resulting in conflicts of interest. For example, the Adviser may, directly or indirectly, receive fees from Client Accounts that are higher than the fee it receives from the Fund, or it may, directly or indirectly, receive a performance-based fee on a Client Account. In those instances, the portfolio manager may have an incentive to not favor the Fund over the Client Accounts. The Adviser has adopted trade allocation and other policies and procedures that it believes are reasonably designed to address these and other conflicts of interest.


Mr. Blancato receives a salary, retirement plan benefits and performance-based bonus from the Adviser.  


As of June 30, 2012, the Portfolio Manager’s ownership of the Fund was as follows:

Portfolio Manager

Dollar Range of Shares Owned

Mr. Philip Blancato

$10,001-$50,000



Item 9.  Purchases of Equity Securities by Closed-End Funds.  Not applicable


Item 10.   Submission of Matters to a Vote of Security Holders.  None


Item 11.  Controls and Procedures.  


(a)

Based on an evaluation of the Registrant’s disclosure controls and procedures as of a date within 90 days of filing date of this Form N-CSR, the principal executive officer and principal financial officer of the Registrant have concluded that the disclosure controls and procedures of the Registrant are reasonably designed to ensure that the information required in filings on Form N-CSR is recorded, processed, summarized, and reported by the filing date, including that information required to be disclosed is accumulated and communicated to the Registrant’s management, including the Registrant’s principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.


(b)

There were no significant changes in the Registrant’s internal control over financial reporting that occurred during the Registrant’s last fiscal half-year that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.


Item 12.  Exhibits.  


(a)(1)

Code of Ethics filed herewith.


(a)(2)

Certifications required by Section 302 of the Sarbanes-Oxley Act of 2002 (and Item 11(a)(2) of Form N-CSR) are filed herewith.


(a)(3)

Not applicable.


(b)

Certifications required by Section 906 of the Sarbanes-Oxley Act of 2002 (and Item 11(b) of Form N-CSR) are filed herewith.


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.


(Registrant) Ladenburg Thalmann Alternative Strategies Fund


By (Signature and Title)

/s/ Andrew Rogers

       Andrew B. Rogers, President

       

Date  

9/9/13


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 on the dates indicated.


By (Signature and Title)

/s/ Andrew Rogers

        Andrew B. Rogers, President

       

Date

9/9/13



By (Signature and Title)

/s/Kevin Wolf

       Kevin Wolf, Treasurer

        

Date

9/9/13


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