SEC Division of Investment Management staff letter: Alternative Investment Partners Absolute Return Fund STS

INCOMING LETTER:
Richard Horowitz
Partner
DIRECT TEL +1 212 878 8110 richard.horowitz@cliffordchance.com July 7, 2006 BY U.S. MAIL Douglas J. Scheidt, Esq. Chief Counsel Division of Investment Management Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 RE: Alternative Investment Partners Absolute Return Fund STS and AIP Absolute Return Fund LDC Dear Mr. Scheidt:
We are submitting this letter on behalf of Alternative Investment Partners Absolute Return Fund STS (the “Top-Tier Fund”), a closed-end investment company registered under the Investment Company Act of 1940 (the “1940 Act”), which will make a registered public offering under the Securities Act of 1933 (the “Securities Act”), and AIP Absolute Return Fund LDC company (the “Cayman Fund”), a Cayman limited duration company. The proposed structure for which we seek no-action relief involves a three-tier, master-feeder arrangement under which the Top-Tier Fund will invest substantially all its assets in, and acquire securities of, the Cayman Fund, which will, in turn, invest substantially all its assets in, and acquire securities of, Alternative Investment Partners Absolute Return Fund (the “Master Fund”), a closed-end investment company that is registered under the 1940 Act (the “Proposed Structure”). The Proposed Structure is similar to the three-tier, master-feeder fund structure employed by the Man-Glenwood Group (the “Man Structure”), for which the Staff of the Securities and Exchange Commission (the “Staff”) provided no-action relief in April 2004.1