Form N-CSRS AIP Alternative Lending For: Mar 31

June 6, 2025 10:48 AM EDT

 

 

 

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: 811-23266

 

AIP ALTERNATIVE LENDING FUND P

(Exact name of Registrant as specified in Charter)

 

100 Front Street, Suite 400
West Conshohocken, Pennsylvania 19428-2881

(Address of principal executive offices)

 

Registrant’s Telephone Number, including Area Code: (800) 421-7572

 

Kara Fricke, Esq.
Morgan Stanley Investment Management Inc.
1633 Broadway
New York, New York 10019

(Name and address of agent for service)

 

COPY TO:

 

Allison M. Fumai, Esq.
Dechert LLP
1095 Avenue of the Americas
New York, NY 10036-6797
(212) 698-3500

 

Date of fiscal year end: September 30

 

Date of reporting period: March 31, 2025 

 

 

 

 

 

 

ITEM 1. (a)REPORTS TO STOCKHOLDERS.

 

The Registrant’s annual report transmitted to shareholders pursuant to Rule 30e-1 under the Investment Company Act of 1940 is as follows:

 

2

ALTERNATIVE INVESTMENT PARTNERS

 

 

                                     

  AIP ALTERNATIVE LENDING FUND P
Financial Statements (Unaudited)
For the Period From October 1, 2024 to March 31, 2025
 

ALTERNATIVE INVESTMENT PARTNERS

 

 

AIP Alternative Lending Fund P
Financial Statements (Unaudited)
For the Period From October 1, 2024 to March 31, 2025

Contents

Financial Statements (Unaudited)

 

Statement of Assets and Liabilities

   

1

   

Statement of Operations

   

2

   

Statements of Changes of Net Assets

   

3

   

Statement of Cash Flows

   

4

   

Notes to Financial Statements

   

5

   

Proxy Voting Policies and Procedures and Proxy Voting Record (Unaudited)

   

14

   

Quarterly Portfolio Schedule (Unaudited)

   

14

   

Unaudited consolidated financial statements for AIP Alternative Lending Fund A for the period from October 1, 2024 to March 31, 2025 are attached to these financial statements and are an integral part thereof.


ALTERNATIVE INVESTMENT PARTNERS

 

 

AIP Alternative Lending Fund P
Statement of Assets and Liabilities (Unaudited)
March 31, 2025

Assets

 

Investment in AIP Alternative Lending Fund A, at fair value (cost $476,449,040)

 

$

479,949,023

   

Cash and cash equivalents

   

5,996,842

   

Redemption receivable from AIP Alternative Lending Fund A

   

29,817,333

   

Distribution receivable from AIP Alternative Lending Fund A

   

3,162,337

   

Dividends receivable

   

22,756

   

Other assets

   

9,996

   

Total assets

   

518,958,287

   

Liabilities

 

Payable for share repurchases

   

29,817,333

   

Distribution payable to shareholders

   

3,162,337

   

Shareholder servicing fees payable

   

644,530

   

Accrued expenses and other liabilities

   

340,429

   

Total liabilities

   

33,964,629

   

Net assets

 

$

484,993,658

   

Net assets consist of:

 

Net capital

 

$

508,162,752

   

Total distributable earnings (loss)

   

(23,169,094

)

 

Net assets

 

$

484,993,658

   

Net asset value per share:

 
532,742.752 shares issued and outstanding, no par value,
2,000,000 registered shares
 

$

910.37

   
Maximum offering price per share
($915.95 plus sales load of 3% of net asset value per share)
 

$

937.68

   

See accompanying notes and attached consolidated financial statements for AIP Alternative Lending Fund A.
1


ALTERNATIVE INVESTMENT PARTNERS

 

 

AIP Alternative Lending Fund P
Statement of Operations (Unaudited)
For the Period From October 1, 2024 to March 31, 2025

Investment Income

 

Dividend income from investment in AIP Alternative Lending Fund A

 

$

18,457,241

   

Dividend income

   

72,414

   

Total investment income

   

18,529,655

   

Expenses

 

Shareholder servicing fees

   

1,980,597

   

Transfer agent fees

   

385,000

   

Professional fees

   

80,500

   

Registration fees

   

19,493

   

Accounting and administration fees

   

10,000

   

Custody fees

   

3,819

   

Other expenses

   

37,500

   

Total expenses

   

2,516,909

   

Net investment income (loss)

   

16,012,746

   
Realized and unrealized gain (loss) from investment in
AIP Alternative Lending Fund A
 

Realized gain (loss) on investment in AIP Alternative Lending Fund A

   

(13,455,971

)

 
Net change in unrealized appreciation/depreciation on investment in
AIP Alternative Lending Fund A
   

10,041,572

   

Net realized and unrealized gain (loss) from investments

   

(3,414,399

)

 

Net increase (decrease) in net assets resulting from operations

 

$

12,598,347

   

See accompanying notes and attached consolidated financial statements for AIP Alternative Lending Fund A.
2


ALTERNATIVE INVESTMENT PARTNERS

 

 

AIP Alternative Lending Fund P
Statements of Changes in Net Assets

For the year ended September 30, 2024

 

Net increase (decrease) in net assets resulting from operations:

 

Net investment income (loss)

 

$

6,721,978

   

Net realized gain (loss) on investment in AIP Alternative Lending Fund A

   

(13,307,902

)

 
Net change in unrealized appreciation/depreciation on investment in
AIP Alternative Lending Fund A
   

16,543,207

   

Net increase (decrease) in net assets resulting from operations

   

9,957,283

   

Distributions to shareholders from:

 

Distributions from earnings

   

(6,718,504

)

 

Excess of distributable earnings

   

(31,030,425

)

 

Total distributions

   

(37,748,929

)

 

Shareholder transactions:

 

Subscriptions (representing 2,249.713 shares)

   

2,110,000

   

Distributions reinvested (representing 24,879.992 shares)

   

22,921,150

   

Repurchases (representing 154,717.754 shares)

   

(142,705,032

)

 

Net increase (decrease) in net assets from shareholder transactions

   

(117,673,882

)

 

Total increase (decrease) in net assets

   

(145,465,528

)

 

Net assets, beginning of period (representing 716,865.300 shares)

   

685,215,590

   

Net assets, end of period (representing 589,277.251 shares)

 

$

539,750,062

   

For the period from October 1, 2024 to March 31, 2025 (Unaudited)

 

Net increase (decrease) in net assets resulting from operations:

 

Net investment income (loss)

 

$

16,012,746

   

Net realized gain (loss) on investment in AIP Alternative Lending Fund A

   

(13,455,971

)

 
Net change in unrealized appreciation/depreciation on investment in
AIP Alternative Lending Fund A
   

10,041,572

   

Net increase (decrease) in net assets resulting from operations

   

12,598,347

   

Distributions to shareholders from:

 

Distributions from earnings

   

(15,886,685

)

 

Total distributions

   

(15,886,685

)

 

Shareholder transactions:

 

Subscriptions (representing 1,008.187 shares)

   

917,000

   

Distributions reinvested (representing 10,355.540 shares)

   

9,388,659

   

Repurchases (representing 67,898.226 shares)

   

(61,773,725

)

 

Net increase (decrease) in net assets from shareholder transactions

   

(51,468,066

)

 

Total increase (decrease) in net assets

   

(54,756,404

)

 

Net assets, beginning of period (representing 589,277.251 shares)

   

539,750,062

   

Net assets, end of period (representing 532,742.752 shares)

 

$

484,993,658

   

See accompanying notes and attached consolidated financial statements for AIP Alternative Lending Fund A.
3


ALTERNATIVE INVESTMENT PARTNERS

 

 

AIP Alternative Lending Fund P
Statement of Cash Flows (Unaudited)
For the Period From October 1, 2024 to March 31, 2025

Cash flows from operating activities

 

Net increase (decrease) in net assets resulting from operations

 

$

12,598,347

   
Adjustments to reconcile net increase (decrease) in net assets resulting
from operations to net cash provided by (used in) operating activities:
 

Realized gain (loss) on investment in AIP Alternative Lending Fund A

   

13,455,971

   
Net change in unrealized appreciation/depreciation on investment in
AIP Alternative Lending Fund A
   

(10,041,572

)

 

Purchase of investment in AIP Alternative Lending Fund A

   

(5,773,749

)

 

Sale of investment in AIP Alternative Lending Fund A

   

61,773,535

   

(Increase) decrease in redemption receivable from AIP Alternative Lending Fund A

   

5,255,943

   

(Increase) decrease in distribution receivable from AIP Alternative Lending Fund A

   

345,922

   

(Increase) decrease in dividends receivable

   

(14,786

)

 

(Increase) decrease in other assets

   

12,426

   

Increase (decrease) in shareholder servicing fees payable

   

(72,465

)

 

Increase (decrease) in accrued expenses and other liabilities

   

(37,503

)

 

Net cash provided by (used in) operating activities

   

77,502,069

   

Cash flows from financing activities

 

Subscriptions

   

917,000

   

Distributions

   

(15,886,685

)

 

Increase (decrease) in distributions payable to shareholders

   

(345,922

)

 

Reinvestments

   

9,388,659

   

Repurchases

   

(61,773,725

)

 

Increase (decrease) in payable for share repurchases

   

(5,255,912

)

 

Net cash provided by (used in) financing activities

   

(72,956,585

)

 

Net change in cash and cash equivalents

   

4,545,484

   

Cash and cash equivalents at beginning of period

   

1,451,358

   

Cash and cash equivalents at ending of period

 

$

5,996,842

   

Supplemental disclosure of cash flow and non-cash information:

 

Distributions reinvested

 

$

9,388,659

   

Distributions reinvested in AIP Alternative Lending Fund A

 

$

5,773,847

   

See accompanying notes and attached consolidated financial statements for AIP Alternative Lending Fund A.
4


ALTERNATIVE INVESTMENT PARTNERS

 

 

AIP Alternative Lending Fund P
Notes to Financial Statements (Unaudited)
March 31, 2025

1.  Organization

AIP Alternative Lending Fund P (the "Fund") was organized under the laws of the State of Delaware as a statutory trust on June 14, 2017. The Fund commenced operations on October 1, 2018 and operates pursuant to an Agreement and Declaration of Trust (the "Trust Deed"). The Fund is registered under the U.S. Investment Company Act of 1940, as amended (the "1940 Act"), as a closed-end, diversified management investment company. The Fund intends to comply with the diversification requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), as such requirements are described in Note 2. The Fund has no fixed termination date and will continue unless the Fund is otherwise terminated under the terms of the Trust Deed or unless and until required by law.

The Fund is a "Feeder" fund in a "Master-Feeder" structure whereby the Fund invests substantially all of its assets in AIP Alternative Lending Fund A (the "Master Fund"). The Master Fund is a statutory trust organized under the laws of the State of Delaware and is registered under the 1940 Act as a closed-end, diversified management investment company (notwithstanding its compliance with Subchapter M diversification requirements).

The Master Fund's investment objective is to seek to provide total return with an emphasis on current income. The Fund invests substantially all of its assets in the Master Fund, which has the same investment objective and strategies as the Fund. The Master Fund seeks to achieve its investment objective by investing, primarily through the Trusts (as defined below), in alternative lending securities that generate interest or other income streams that the Adviser (as defined below) believes offer access to credit risk premium. Alternative lending securities are loans originated through non-traditional, or alternative, lending platforms ("Platforms") ("Loans") or securities that provide the Master Fund with exposure to such instruments ("Securities"). The alternative lending securities in which the Master Fund may invest are sourced through various alternative lending platforms as determined by the Investment Adviser. The Master Fund may invest in a broad range of alternative lending securities, including, but not limited to, (1) consumer loans, inclusive of specialty offerings such as education loans and elective medical loans; (2) small business loans, receivables and/or merchant cash advances, inclusive of specialty offerings such as purchasing and financing of future payment streams or asset-based financing; (3) specialty finance loans, including, but not limited to, automobile purchases, equipment finance, transportation leasing or real estate financing; (4) tranches of alternative lending securitizations, including, but not limited to, residual interests and/or majority-owned affiliates (MOAs); and (5) to a lesser extent, fractional interests in alternative lending securities and other types of equity, debt or derivative instruments that the Investment Adviser believes are appropriate

As of March 31, 2025, the Fund had a 36.91% ownership interest in the Master Fund. The consolidated financial statements of the Master Fund, including the Consolidated Condensed Schedule of Investments, are attached to this report and should be read in conjunction with the Fund's financial statements.

The Master Fund invests through MPLI Capital Holdings, MPLI Capital Holdings II, MPLI Capital Holdings III, MPLI Capital Holdings IV, and MPLI Capital Holdings V (the "Trusts"), all of which are wholly-owned subsidiary trusts of the Master Fund. MPLI Capital Holdings V was organized under the laws of the State of Delaware as a statutory trust on November 1, 2024. Wilmington Savings Fund Society FSB, serves as

See accompanying notes and attached consolidated financial statements for AIP Alternative Lending Fund A.
5


ALTERNATIVE INVESTMENT PARTNERS

 

 

AIP Alternative Lending Fund P
Notes to Financial Statements (Unaudited)
(continued)

1.  Organization (continued)

the trustee of the Trusts. The Trusts operate pursuant to separate trust agreements in order to achieve the Master Fund's investment objective, as previously described.

Morgan Stanley AIP GP LP (the "Adviser") serves as the Master Fund's investment adviser. The Adviser is a limited partnership formed under the laws of the State of Delaware and is registered as an investment adviser under the Investment Advisers Act of 1940, as amended. The Adviser is an affiliate of Morgan Stanley and is responsible for providing day-to-day investment management services to the Master Fund, subject to the supervision of the Master Fund's Board of Trustees (each member a "Trustee" and, collectively, the "Board"). The Fund's Adviser and Board are the same as the Master Fund's.

The Board has overall responsibility for monitoring and overseeing the Adviser's implementation of the Fund's operations and investment program. A majority of the Trustees are not "interested persons" (as defined by the 1940 Act) of the Fund or the Adviser.

2.  Significant Accounting Policies

The following significant accounting policies are in conformity with U.S. generally accepted accounting principles ("US GAAP"). Such policies are consistently followed by the Fund in preparation of its financial statements. Management has determined that the Fund is an investment company in accordance with the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 946, "Financial Services – Investment Companies," for the purpose of financial reporting. The preparation of the financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of increases or decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. The Fund's financial statements are stated in United States dollars.

Investment in the Fund

The Fund offers on a continuous basis through Morgan Stanley Distribution, Inc. (the "Distributor") up to 2,000,000 shares of beneficial interest ("Shares"). The initial closing date ("Initial Closing Date") for the public offering of Shares was October 1, 2018. Shares were offered during an initial public offering period which ended on the Initial Closing Date at an initial offering price of $1,000 per Share and have been offered in a continuous offering thereafter at the Fund's then current net asset value ("NAV") per Share. The Distributor may enter into selected dealer agreements with various brokers and dealers (in such capacity, "Service Agents") that have agreed to participate in the distribution of the Fund's Shares. The Distributor is an affiliate of the Adviser and may be affiliated with one of more Service Agents. Shares may be purchased as of the first business day of each month at the Fund's then current NAV per Share, plus any applicable sales load from the Distributor or Service Agent. Investors purchasing Shares in the Fund ("Shareholders") may be charged a sales load of up to 3% of the amount of the investor's purchase. The Distributor and/or a Service Agent may, in its discretion, waive the sales load for certain investors.

See accompanying notes and attached consolidated financial statements for AIP Alternative Lending Fund A.
6


ALTERNATIVE INVESTMENT PARTNERS

 

 

AIP Alternative Lending Fund P
Notes to Financial Statements (Unaudited)
(continued)

2.  Significant Accounting Policies (continued)

Investment in the Fund (continued)

Shares are to be sold only to investors that represent that they are "accredited investors" within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended. The Distributor and/or any Service Agent may impose additional eligibility requirements for investors who purchase Shares through the Distributor or such Service Agent. The minimum initial investment in the Fund by any investor is $25,000, and the minimum additional investment in the Fund by any investor is $25,000. The minimum initial and additional investments may be reduced by the Fund with respect to certain individual investors or classes of investors.

No Shareholder has the right to require the Fund to redeem his, her, or its Shares. The Fund may, from time to time, repurchase Shares from Shareholders in accordance with written tenders by Shareholders at those times, amounts, and on those terms and conditions as the Board of Trustees may determine in its sole discretion. Each such repurchase offer will generally be conducted in parallel with similar repurchase offers made by the Master Fund with respect to Shares of the Master Fund. Each such similar offer by the Master Fund with respect to Shares of the Master Fund will generally apply to between 5% to 25% of the net assets of the Master Fund. In determining whether the Fund should offer to repurchase Shares, the Board will consider the recommendations of the Adviser. The Adviser expects that, generally, it will recommend to the Board that the Master Fund offers to repurchase Shares from Shareholders quarterly, with such repurchases to occur as of each March 31, June 30, September 30 and December 31. The Fund has no obligation to repurchase Shares at any time; however, in the event that it does repurchase Shares, there is no guarantee that the Fund will offer to repurchase Shares in an amount exceeding 5% of its net assets. Each repurchase offer will generally commence approximately 90 days prior to the applicable repurchase date. In determining whether to make a recommendation to the Board of Trustees to conduct a repurchase offer at any such time or in determining whether to accept a recommendation from the Investment Adviser at any such time, the Investment Adviser and the Board of Trustees, respectively, may consider the various factors, such as the timing of such offer and a variety of operational, business, and economic factors.

If a repurchase offer is oversubscribed by Shareholders who tender Shares, the Fund may repurchase a pro rata portion of the Shares tendered by each Shareholder, extend the repurchase offer, or take any other action with respect to the repurchase offer permitted by applicable law. Accordingly, Shareholders who tender shares may not have the total amount of those Shares repurchased by the Fund in a given period or over multiple periods. The Fund also has the right to repurchase all of a Shareholder's Shares at any time if, for any reason, the aggregate value of such Shareholder's Shares is, at the time of such compulsory repurchase, less than the minimum initial investment applicable for the Fund. In addition, the Fund has the right to repurchase Shares of Shareholders if the Fund determines that the repurchase is in the best interest of the Fund or upon the occurrence of certain events specified in the Fund's Agreement and Declaration of Trust. In addition, the Fund has the right at any time to repurchase at NAV the Shares of a Shareholder, or any person acquiring Shares through a Shareholder, in accordance with the Agreement and Declaration of Trust and Section 23 of the 1940 Act and any applicable rules thereunder, including Rule 23c-2. The repurchase of Shares by the Fund may be a taxable event to Shareholders.

See accompanying notes and attached consolidated financial statements for AIP Alternative Lending Fund A.
7


ALTERNATIVE INVESTMENT PARTNERS

 

 

AIP Alternative Lending Fund P
Notes to Financial Statements (Unaudited)
(continued)

2.  Significant Accounting Policies (continued)

Investment in the Master Fund

The Fund records its investment in the Master Fund at fair value, which is represented by the Fund's proportionate interest in the net assets of the Master Fund as of March 31, 2025. Valuation of Loans and Securities held by the Master Fund, including the Master Fund's disclosure of Investments under the three- tier hierarchy, is discussed in the notes to the Master Fund's consolidated financial statements. The performance of the Fund is directly affected by the performance of the Master Fund. The consolidated financial statements of the Master Fund, which are attached, are an integral part of these financial statements. Refer to the accounting policies disclosed in the consolidated financial statements of the Master Fund for additional information regarding significant accounting policies that affect the Fund.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash held on deposit and short-term highly liquid investments that are readily convertible to known amounts of cash and have maturities of three months or less. Investments in money markets are valued at fair value using the net asset value as the price and categorized as Level 1 securities as described in Note 3 of the Master Fund's consolidated financial statements. As of March 31, 2025, cash equivalents included investments in money market funds valued at $5,996,842. The Fund may maintain cash held on deposit at one or more financial institutions. The Fund is subject to credit risk should a financial institution be unable to fulfill its obligations.

Income Recognition and Expenses

The Fund recognizes income and records expenses on an accrual basis. Income, expenses, and realized and unrealized gains and losses are recorded monthly. The changes in fair value of the investment in the Master Fund are included in net change in unrealized appreciation/depreciation on investments in the Statement of Operations. Realized gains (losses) from investment in the Master Fund is calculated using specific identification.

Income Taxes

The Fund intends to comply with the requirements of Subchapter M of the Code applicable to regulated investment companies and to distribute substantially all of its taxable income to its Shareholders. Therefore, no provision for federal income tax is required. The Fund files tax returns with the U.S. Internal Revenue Service and various states. The Fund may be subject to taxes imposed by countries which it invests. Such taxes are generally based on income earned or gains realized or repatriated. Taxes are accrued and applied to net investment income, net realized capital gains and net realized appreciation, as applicable, as the income is earned or capital gains are recorded. The Fund has concluded there are no significant uncertain tax positions that would require recognition in the financial statements as of March 31, 2025. If applicable, the Fund recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in other expenses in the Statement of Operations. Generally, open tax years under potential examination vary by jurisdiction. Each of the four open tax years through the year ended March 31, 2025, remains subject to examination by major taxing authorities.

See accompanying notes and attached consolidated financial statements for AIP Alternative Lending Fund A.
8


ALTERNATIVE INVESTMENT PARTNERS

 

 

AIP Alternative Lending Fund P
Notes to Financial Statements (Unaudited)
(continued)

2.  Significant Accounting Policies (continued)

Income Taxes (continued)

As of March 31, 2025, the cost and related gross unrealized appreciation and depreciation for tax purposes were as follows:

Cost of investments for tax purposes

 

$

476,449,040

   

Gross tax unrealized appreciation

   

3,499,983

   

Gross tax unrealized depreciation

   

   

Net tax unrealized appreciation/depreciation on investments

 

$

479,949,023

   

The difference between book-basis unrealized appreciation/depreciation (as shown in the Statement of Assets and Liabilities) and tax-basis unrealized appreciation/depreciation (as shown above) is primarily attributable to mark-to-market ordinary gains (losses) under Internal Revenue Code Section 475.

The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term capital gains being treated as ordinary income for tax purposes.

The tax character of distributions paid during the year ended September 30, 2024 was as follows:

   

September 30, 2024

 

Distributions paid from:

 

Net investment income

 

$

6,718,504

   

Capital gains

   

   

In excess of distributable earnings

   

31,030,425

   

Total

 

$

37,748,929

   

The amount and character of income and gains due to be distributed are determined in accordance with income tax regulations which may differ from US GAAP. These book/tax differences are either considered temporary or permanent in nature.

Temporary differences are primarily due to differing book and tax treatments for the timing of the recognition of gains (losses) on certain investment transactions and the timing of deductibility of certain expenses.

The Fund had no permanent differences causing reclassifications among the components of net assets as of March 31, 2025.

Distribution of Income and Gains

The Fund declares and pays distributions of all or a portion of its net investment income on a quarterly basis. Net realized gains, if any, are distributed at least annually. Distributions from net realized gains for book purposes may include short-term capital gains, which are included as ordinary income for tax purposes.

See accompanying notes and attached consolidated financial statements for AIP Alternative Lending Fund A.
9


ALTERNATIVE INVESTMENT PARTNERS

 

 

AIP Alternative Lending Fund P
Notes to Financial Statements (Unaudited)
(continued)

2.  Significant Accounting Policies (continued)

Distribution of Income and Gains (continued)

The Master Fund intends to be treated as a "dealer in securities" within the meaning of Section 475(c)(1) of the Code. Section 475 of the Code requires that a dealer must generally "mark to market" all the securities which it holds at the close of any taxable year. Any gain or loss realized or deemed realized with respect to a security held by a dealer, regardless of whether such gain or loss is realized as a result of an actual disposition or a deemed disposition under the mark-to-market rule, is generally treated as ordinary income or loss. The mark-to-market rule does not apply to any security held for investment that the dealer properly identifies as such.

In order to satisfy the diversification requirements under Subchapter M of the Code, the Fund generally invests its assets in the Master Fund, which invests in Investments that are treated as indebtedness for U.S. tax purposes. As such, the Fund expects that its distributions generally will be taxable as ordinary income to the Shareholders.

Pursuant to the dividend reinvestment plan established by the Fund (the "DRIP"), each Shareholder whose Shares are registered in its own name will automatically be a participant under the DRIP and have all income, dividends, and capital gains distributions automatically reinvested in additional Shares unless such Shareholder specifically elects to receive all income, dividends, and capital gain distributions in cash.

3.  Subscriptions Received in Advance

Subscriptions received in advance represent cash proceeds received by the Fund prior to year-end related to Shareholder subscriptions to be made effective April 1, 2025. As of March 31, 2025, the Fund had no subscriptions received in advance.

4.  Management Fee, Related Party Transactions and Other

The Fund bears all expenses incurred in the business of the Fund, as well as indirectly its pro rata portion of all expenses incurred by the Master Fund and certain ongoing costs associated with the Fund's continuous offering. The Fund does not pay the Adviser a management fee; however, as a holder of Shares of the Master Fund, the Fund and its Shareholders are indirectly subject to the management fees to be charged to the Master Fund by the Adviser.

The Adviser has contractually agreed, until at least February 1, 2026, to a reduction in fees payable to it and/or reimburse the Master Fund, if necessary, if such fees would cause the total annual operating expenses to exceed 2.00% of the Master Fund's average annual Managed Assets (as defined below). In determining the actual amount of the fee waiver and/or expense reimbursement for the Master Fund, if any, the Adviser excludes from Master Fund expenses Platform Fees, Extraordinary Expenses and the following investment related expenses: foreign country tax expense and borrowing costs. "Extraordinary Expenses" are expenses incurred by the Master Fund outside of the ordinary course of its business, including, without limitation, costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or similar proceedings, indemnification expenses and expenses in connection with holding and/or soliciting proxies for a meeting of Shareholders. "Managed Assets" means the total assets of the Master Fund (including

See accompanying notes and attached consolidated financial statements for AIP Alternative Lending Fund A.
10


ALTERNATIVE INVESTMENT PARTNERS

 

 

AIP Alternative Lending Fund P
Notes to Financial Statements (Unaudited)
(continued)

4.  Management Fee, Related Party Transactions and Other (continued)

any assets attributable to borrowings for investment purposes) minus the sum of the Master Fund's accrued liabilities (other than liabilities representing borrowings for investment purposes).

The Adviser has agreed, until at least February 1, 2026, to waive and/or reimburse the Fund's expenses (other than (i) the Fund's proportionate share of the management fees paid to the Adviser by the Master Fund, (ii) the Fund's proportionate share of the other expenses of the Master Fund and (iii) the Fund's Extraordinary Expenses) to the extent necessary in order to cap total annual fund expenses at 1.00% of the Fund's average annual net assets. The fee waiver and/or expense reimbursement will continue for at least one year or until such time as the Fund's Board acts to discontinue all or a portion of such waiver and/or reimbursement when it deems such action is appropriate. Pursuant to an Expense Reimbursement Agreement, to the extent that the Fund's expenses for the fiscal year fall below the Operating Expense Limit and the Adviser has previously waived management fees for any calendar month of that fiscal year, the Fund shall reimburse the Adviser in the amount necessary to bring the Fund's expenses up to the Operating Expense Limit. For the period from October 1, 2024 to March 31, 2025, the Adviser did not reimburse the Fund as the ordinary operating expenses were below 1.00% of the Fund's average annual net assets.

The Fund pays the Distributor, and the Distributor pays each Service Agent, a monthly distribution and shareholder servicing fee of up to 0.0625% (0.75% on an annualized basis) of the NAV of the outstanding Shares attributable to the clients of the Service Agent who are invested in the Fund through the Service Agent. In exchange for this fee, the Service Agent provides distribution, marketing and/or sales support services. In addition, each Service Agent provides shareholder services such as assisting in establishing and maintaining accounts and records relating to clients that invest in Shares, responding to client inquiries relating to the services performed by the Service Agent, responding to routine inquiries from clients concerning their investments in Shares, assisting clients in changing account designations and addresses, assisting in processing client repurchase requests and providing such other similar services as permitted under applicable statutes, rules and regulations. In certain instances, a Service Agent may enter into an agreement with the Fund directly to provide shareholder services and the Fund may pay such Service Agent a fee for such services. For the period from October 1, 2024, to March 31, 2025, the Fund incurred shareholder servicing fees of $1,980,597 of which $644,530 was payable as of March 31, 2025.

U.S. Bancorp Fund Services, LLC ("USBFS") provides accounting and administrative services to the Fund. Under an administrative services agreement, USBFS is paid an administrative fee, computed and payable monthly at an annual rate based on the aggregate monthly total assets of the Fund.

U.S. Bank National Association ("USB N.A.") serves as the custodian to the Fund. Under a custody services agreement, USB N.A. is paid a custody fee monthly based on the average daily market value of any securities and cash held by the Fund.

UMB Fund Services, Inc. serves as the Fund's transfer agent. Transfer agent fees are payable monthly based on an annual base fee, annual per Shareholder account charges, and out-of-pocket expenses incurred by the transfer agent on the Fund's behalf.

See accompanying notes and attached consolidated financial statements for AIP Alternative Lending Fund A.
11


ALTERNATIVE INVESTMENT PARTNERS

 

 

AIP Alternative Lending Fund P
Notes to Financial Statements (Unaudited)
(continued)

5.  Market Risk

The value of an investment in the Fund is based on the market prices and values of the Fund's investments, which change regularly due to economic and other events that affect markets generally, as well as those that affect particular regions, countries, industries, companies or governments. These events may be sudden and unexpected and could adversely affect the value and liquidity of the Fund's investments, which may in turn impact the Fund's ability to sell alternative lending securities and/or its ability to repurchase its shares. The risks associated with these developments may be magnified if certain social, political, economic and other conditions and events adversely interrupt the global economy and financial markets. Securities in the Fund's portfolio may underperform due to inflation (or expectations for inflation), interest rates, global demand for particular products or resources, natural disasters and extreme weather events, health emergencies (such as epidemics and pandemics), terrorism, regulatory events and governmental or quasi-governmental actions. The occurrence of global events similar to those in recent years, such as terrorist attacks around the world, natural disasters, health emergencies, social and political (including geopolitical) discord and tensions or debt crises and downgrades, among others, may result in market volatility and may have long term effects on both the U.S. and global financial markets. The occurrence of such events may be sudden and unexpected, and it is difficult to predict when similar events affecting the U.S. or global financial markets may occur, the effects that such events may have and the duration of those effects (which may last for extended periods). Any such event(s) could have a significant adverse impact on the value, liquidity and risk profile of the Fund's portfolio, as well as its ability to sell securities and/or meet redemptions. Any such event(s) or similar types of factors and developments may also adversely affect the financial performance of the Fund's investments (and, in turn, the Fund's investment results) and/or negatively impact broad segments of businesses and populations and have a significant and rapid negative impact on the performance of the Fund's investments, and exacerbate preexisting risks to the Fund.

6.  Contractual Obligations

The Fund enters into contracts that contain a variety of indemnifications. The Fund's maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.

7.  Financial Highlights

The following represents per Share data, ratios to average net assets and other financial highlights information for Shareholders.

See accompanying notes and attached consolidated financial statements for AIP Alternative Lending Fund A.
12


ALTERNATIVE INVESTMENT PARTNERS

 

 

AIP Alternative Lending Fund P
Notes to Financial Statements (Unaudited)
(continued)

7.  Financial Highlights (continued)

    Six Months
Ended
March 31,
2025
(Unaudited)
  Year Ended
September 30,
2024
  Year Ended
September 30,
2023
  Year Ended
September 30,
2022
  Year Ended
September 30,
2021
  Year Ended
September 30,
2020
 
For a Share outstanding throughout
the period:
 

Net asset value, beginning of period

 

$

915.95

   

$

955.85

   

$

1,032.21

   

$

1,102.61

   

$

1,014.81

   

$

1,019.36

   

From investment operations:

 

Net investment income (loss) (a)

   

27.78

     

9.96

     

(8.79

)

   

5.65

     

182.01

     

46.27

   
Net realized and unrealized
gain (loss) from investments
   

(5.72

)

   

6.20

     

(7.52

)

   

(5.62

)

   

132.04

     

5.07

   
Net increase (decrease) resulting
from investment operations
   

22.06

     

16.16

     

(16.31

)

   

0.03

     

314.05

     

51.34

   

Distributions to Shareholders from:

 

Net investment income

   

(27.64

)

   

(9.98

)

   

     

(7.62

)

   

(141.34

)

   

(47.51

)

 

Realized gains

   

     

     

     

(3.57

)

   

(84.91

)

   

   

Return of capital

   

     

(46.08

)

   

(60.05

)

   

(59.24

)

   

     

(8.38

)

 

Total distributions to Shareholders

   

(27.64

)

   

(56.06

)

   

(60.05

)

   

(70.43

)

   

(226.25

)

   

(55.89

)

 

Net asset value, end of period

 

$

910.37

   

$

915.95

   

$

955.85

   

$

1,032.21

   

$

1,102.61

   

$

1,014.81

   

Total return (b)

   

2.44

%

   

1.80

%

   

(1.63

%)

   

(0.07

%)

   

32.76

%

   

5.24

%

 

Ratios to average net assets:

 
Total expenses before expense waivers
and reimbursements (c)
   

5.89

%

   

6.91

%

   

6.24

%

   

3.14

%

   

3.07

%

   

4.85

%

 
Total expenses after expense waivers
and reimbursements (c)
   

5.89

%

   

6.91

%

   

6.24

%

   

3.14

%

   

3.07

%

   

4.85

%

 

Net investment income (loss) (d)

   

18.33

%

   

19.59

%

   

19.62

%

   

14.44

%

   

12.34

%

   

18.78

%

 

Portfolio turnover (e)

   

6.74

%

   

2.52

%

   

2.26

%

   

10.80

%

   

60.96

%

   

33.85

%

 

Net assets, end of period (000s)

 

$

484,994

   

$

539,750

   

$

685,216

   

$

832,112

   

$

521,760

   

$

183,712

   

(a)  Calculated based on average shares outstanding methodology during the period and excludes net investment income allocated from the Master Fund.

(b)  Total return assumes a subscription of a Share at the beginning of the period, reinvestment of all distributions during the period, and a sale of the share on the last day of the period, but does not reflect the impact of the sales load, if any, uncurred when the Share was purchased. Not annualized for periods less than one year.

(c)  Includes net expenses of the Master Fund.

(d)  Includes income and expenses of the Master Fund adjusted for distributions paid to the Fund.

(e)  The portfolio turnover rate reflects investment activity of the Master Fund.

The above ratios and total returns have been calculated for the Shareholders taken as a whole. An individual Shareholder's return and ratios may vary from these returns and ratios due to the timing of Share transactions.

8.  Subsequent Events

Unless otherwise stated throughout the Notes to the Financial Statements, the Fund noted no subsequent events that require disclosure in or adjustment to the financial statements through the date the financial statements were available to be issued.

See accompanying notes and attached consolidated financial statements for AIP Alternative Lending Fund A.
13


ALTERNATIVE INVESTMENT PARTNERS

 

 

AIP Alternative Lending Fund P

Proxy Voting Policies and Procedures and Proxy Voting Record (Unaudited)

If applicable, a copy of (1) the Fund's policies and procedures with respect to the voting of proxies relating to the Fund's investments; and (2) how the Fund voted proxies relating to Fund investments during the most recent period ended December 31, is available without charge, upon request, by calling the Fund at 1-888-322-4675. This information is also available on the Securities and Exchange Commission's website at http://www.sec.gov.

Quarterly Portfolio Schedule (Unaudited)

The Fund also files a complete schedule of portfolio holdings with the Securities and Exchange Commission for the Fund's first and third fiscal quarters on Form N-PORT. The Fund's Forms N-PORT are available on the Securities and Exchange Commission's website at http://www.sec.gov and Morgan Stanley's public website, www.morganstanley.com/im/shareholderreports. Once filed, the most recent Form N-PORT will be available without charge, upon request, by calling the Fund at 1-888-322-4675.


14


ALTERNATIVE INVESTMENT PARTNERS

 

 

AIP Alternative Lending Fund P

100 Front Street, Suite 400
West Conshohocken, PA 19428

Trustees

W. Allen Reed, Chairperson of the Board and Trustee
Frank L. Bowman
Frances L. Cashman
Kathleen A. Dennis
Nancy C. Everett
Eddie A. Grier
Jakki L. Haussler
Dr. Manual H. Johnson
Michael F. Klein
Patricia A. Maleski

Officers

John H. Gernon, President and Principal Executive Officer
Christopher Auffenberg, Vice President
Michael J. Key, Vice President
Deidre Downes, Chief Compliance Officer
Francis J. Smith, Treasurer and Principal Financial Officer
Mary E. Mullin, Secretary and Chief Legal Officer

Investment Adviser

Morgan Stanley AIP GP LP
100 Front Street, Suite 400
West Conshohocken, PA 19428

Administrator and Fund Accounting Agent

U.S. Bancorp Fund Services, LLC
615 East Michigan Street
Milwaukee, WI 53202

Custodian

U.S. Bank National Association
1555 North Rivercenter Drive, MK-WI-S302
Milwaukee, WI 53212

Transfer Agent

UMB Fund Services, Inc.
235 W Galena Street
Milwaukee, WI 53212

Independent Registered Public Accounting Firm

Ernst & Young LLP
One Commerce Square
Suite 700
2005 Market Street
Philadelphia, PA 19103

Legal Counsel

Dechert LLP
1095 Avenue of the Americas
New York, New York 10036

Counsel to the Independent Trustees

Morgan, Lewis and Bockius LLP
One State Street
Hartford, CT 06103


15


ALTERNATIVE INVESTMENT PARTNERS

 

 

                                     

  AIP ALTERNATIVE LENDING FUND A
Consolidated Financial Statements (Unaudited)
For the Period From October 1, 2024 to March 31, 2025
 

ALTERNATIVE INVESTMENT PARTNERS

 

 

AIP Alternative Lending Fund A
Consolidated Financial Statements (Unaudited)
For the Period From October 1, 2024 to March 31, 2025

Contents

Consolidated Financial Statements (Unaudited)

 

Consolidated Statement of Assets and Liabilities

   

1

   

Consolidated Statement of Operations

   

2

   

Consolidated Statements of Changes of Net Assets

   

3

   

Consolidated Statement of Cash Flows

   

4

   

Consolidated Condensed Schedule of Investments

   

5

   

Notes to Consolidated Financial Statements

   

10

   

Proxy Voting Policies and Procedures and Proxy Voting Record (Unaudited)

   

26

   

Quarterly Portfolio Schedule (Unaudited)

   

26

   

ALTERNATIVE INVESTMENT PARTNERS

 

 

AIP Alternative Lending Fund A
Consolidated Statement of Assets and Liabilities (Unaudited)
March 31, 2025

Assets

 

Investments in loans, at fair value (cost $1,834,437,525)

 

$

1,516,010,382

   

Investments in securities, at fair value (cost $18,398,009)

   

1,512,872

   

Unrealized appreciation on risk share contracts

   

15,127,503

   

Cash and cash equivalents

   

128,547,268

   

Restricted cash

   

17,243,575

   

Deposits for issuing loans

   

3,049,016

   

Interest receivable

   

24,418,113

   

Paydown receivable

   

8,181,494

   

Incentive fees receivable

   

401,174

   

Receivable for fund investments sold

   

55,654

   

Other assets

   

1,073,499

   

Total assets

   

1,715,620,550

   

Liabilities

 

Lines of credit payable

   

300,000,000

   

Payable for share repurchases

   

97,860,268

   

Distribution payable

   

7,892,759

   

Due to counterparty

   

2,197,230

   

Management fees payable

   

2,124,686

   

Interest payable

   

1,646,052

   

Loan servicing fees payable

   

850,857

   

Unrealized depreciation on risk share contracts

   

651,517

   

Trustee Fees

   

14,550

   

Subscriptions received in advance

   

11,024

   

Accrued expenses and other liabilities

   

2,210,385

   

Total liabilities

   

415,459,328

   

Net assets

 

$

1,300,161,222

   

Net assets consist of:

 

Net capital

 

$

1,402,133,017

   

Total distributable earnings (loss)

   

(101,971,795

)

 

Net assets

 

$

1,300,161,222

   

Net asset value per share:

 
1,429,262.871 shares issued and outstanding, no par value,
3,500,000 registered shares
 

$

909.67

   

The accompanying notes are an integral part of these consolidated financial statements and should be read in conjunction therewith.
1


ALTERNATIVE INVESTMENT PARTNERS

 

 

AIP Alternative Lending Fund A
Consolidated Statement of Operations (Unaudited)
For the Six Months Ended March 31, 2025

Investment Income

 

Interest income

 

$

168,538,296

   

Dividend income

   

2,995,978

   

Other income

   

4,458,808

   

Total investment income

   

175,993,082

   

Expenses

 

Loan servicing fees

   

13,010,558

   

Interest expense

   

13,003,255

   

Management fees

   

6,794,631

   

Credit facility expenses

   

958,822

   

Professional fees

   

661,800

   

Accounting and administration fees

   

581,707

   

Valuation agent fees

   

560,526

   

Custody fees

   

386,757

   

Transfer agent fees

   

120,000

   

Trustees fees

   

67,018

   

Registration expenses

   

61,031

   

Other expenses

   

159,552

   

Total expenses

   

36,365,657

   

Net investment income (loss)

   

139,627,425

   

Realized and unrealized gain (loss) from investments

 

Net realized gain (loss) on investments in loans

   

(133,707,084

)

 

Net realized gain (loss) on investments in securities

   

(521,858

)

 

Net realized gain (loss) on investments

   

(134,228,942

)

 

Net change in unrealized appreciation/depreciation on investments in loans

   

33,173,643

   

Net change in unrealized appreciation/depreciation on investments in securities

   

374,764

   

Net change in unrealized appreciation/depreciation on investments in risk share contracts

   

2,418,181

   

Net change in unrealized appreciation/depreciation on investments

   

35,966,588

   

Net realized and unrealized gain (loss) from investments

   

(98,262,354

)

 

Net increase (decrease) in net assets resulting from operations

 

$

41,365,071

   

The accompanying notes are an integral part of these consolidated financial statements and should be read in conjunction therewith.
2


ALTERNATIVE INVESTMENT PARTNERS

 

 

AIP Alternative Lending Fund A
Consolidated Statements of Changes in Net Assets

For the year ended September 30, 2024

 

Net increase (decrease) in net assets resulting from operations:

 

Net investment income (loss)

 

$

359,625,292

   

Net realized gain (loss) from investments

   

(377,269,035

)

 

Net change in unrealized appreciation/depreciation on investments

   

61,187,204

   

Net increase (decrease) in net assets resulting from operations

   

43,543,461

   

Distributions to shareholders from:

 

Distributable earnings resulting from operations

   

(34,744,353

)

 

Distributions in excess of distributable earnings

   

(87,359,772

)

 

Total distributions

   

(122,104,125

)

 

Shareholder transactions:

 

Subscriptions (representing 33,706.152 shares)

   

30,511,649

   

Distributions reinvested (representing 64,543.119 shares)

   

59,260,829

   

Repurchases (representing 490,405.941 shares)

   

(452,329,668

)

 

Net increase (decrease) in net assets from shareholder transactions

   

(362,557,190

)

 

Total increase (decrease) in net assets

   

(441,117,854

)

 

Net assets, beginning of period (representing 2,018,655.430 shares)

   

1,930,097,688

   

Net assets, end of period (representing 1,626,498.760 shares)

 

$

1,488,979,834

   

For the Period from October 1, 2024 to March 31, 2025 (Unaudited)

 

Net increase (decrease) in net assets resulting from operations:

 

Net investment income (loss)

 

$

139,627,425

   

Net realized gain (loss) from investments

   

(134,228,942

)

 

Net change in unrealized appreciation/depreciation on investments

   

35,966,588

   

Net increase (decrease) in net assets resulting from operations

   

41,365,071

   

Distributions to shareholders from:

 

Distributable earnings resulting from operations

   

(50,776,419

)

 

Total distributions

   

(50,776,419

)

 

Shareholder transactions:

 

Subscriptions (representing 24.517 shares)

   

22,277

   

Distributions reinvested (representing 24,721.681 shares)

   

22,380,553

   

Repurchases (representing 221,982.087 shares)

   

(201,810,094

)

 

Net increase (decrease) in net assets from shareholder transactions

   

(179,407,264

)

 

Total increase (decrease) in net assets

   

(188,818,612

)

 

Net assets, beginning of period (representing 2,018,655.430 shares)

   

1,488,979,834

   

Net assets, end of period (representing 1,626,498.760 shares)

 

$

1,300,161,222

   

The accompanying notes are an integral part of these consolidated financial statements and should be read in conjunction therewith.
3


ALTERNATIVE INVESTMENT PARTNERS

 

 

AIP Alternative Lending Fund A
Consolidated Statement of Cash Flows (Unaudited)
For the Six Months Ended March 31, 2025

Cash flows from operating activities

 

Net increase (decrease) in net assets resulting from operations

 

$

41,365,071

   

Adjustments to reconcile net increase (decrease) in net assets resulting from

 

operations to net cash provided by (used in) operating activities:

 

Net realized (gain) loss from investments

   

134,228,942

   

Net change in unrealized appreciation/depreciation on investments

   

(35,966,588

)

 

Purchases of investments in loans

   

(381,468,183

)

 

Proceeds from principal payments from investments in loans

   

551,486,953

   

Proceeds from principal payments from investments in securities

   

(2,882

)

 

Proceeds from sales of investments in loans

   

114,463,697

   

Accretion of discount

   

(39,488

)

 

(Increase) decrease in interest receivable

   

4,781,725

   

(Increase) decrease in paydown receivable

   

1,820,916

   

(Increase) decrease in incentive fees receivable

   

755,774

   

(Increase) decrease in receivable for fund investments sold

   

82,316

   

(Increase) decrease in other assets

   

292,665

   

Increase (decrease) in interest payable

   

(1,350,410

)

 

Increase (decrease) in loan servicing fees payable

   

(262,195

)

 

Increase (decrease) in management fees payable

   

(477,349

)

 

Increase (decrease) in due to counterparty

   

1,966,514

   

Increase (decrease) in trustee fees

   

14,550

   

Increase (decrease) in accrued expenses and other liabilities

   

(407,751

)

 

Net cash provided by (used in) operating activities

   

431,284,277

   

Cash flows from financing activities

 

Repayments on lines of credit

   

(200,000,000

)

 

Subscriptions

   

22,277

   

Increase (decrease) subscriptions received in advance

   

11,024

   

Distributions

   

(50,776,419

)

 

Increase (decrease) in distribution payable

   

(2,165,422

)

 

Reinvestments

   

22,380,553

   

Repurchases

   

(201,810,094

)

 

Increase (decrease) in payable for share repurchases

   

(14,211,768

)

 

Net cash provided by (used in) financing activities

   

(446,549,849

)

 

Net change in cash, cash equivalents, restricted cash and deposits for issuing loans

   

(15,265,572

)

 
Cash, cash equivalents, restricted cash, and deposits for issuing loans at beginning of
period
   

164,105,431

   

Cash, cash equivalents, restricted cash, and deposits for issuing loans at end of period

 

$

148,839,859

   

Supplemental disclosure of cash flow and non-cash information:

 

Cash paid during the period for interest

 

$

14,353,665

   

Distributions reinvested

 

$

22,380,553

   

The following tables provides a reconciliation of cash, cash equivalents, restricted cash, and deposits for issuing loans reported within the Consolidated Statement of Assets and Liabilities that sum to the total of the same amount above as of March 31, 2025:

 

Cash and cash equivalents

 

$

128,547,268

   

Restricted cash

   

17,243,575

   

Deposits for issuing loans

   

3,049,016

   
Total cash and cash equivalents, restricted cash, and deposits for issuing loans as of
March 31, 2025
 

$

148,839,859

   

The accompanying notes are an integral part of these consolidated financial statements and should be read in conjunction therewith.
4


ALTERNATIVE INVESTMENT PARTNERS

 

 

AIP Alternative Lending Fund A
Consolidated Condensed Schedule of Investments (Unaudited)
March 31, 2025

   

Platform

  Original Acquisition
Date
 

Principal Amount

 

Cost

 

Fair Value

 

LOANS – 116.60% (a)

 

Consumer Loans – 105.71%

 

United States – 105.71%

 
Total Consumer Loans, 21.17%. 11/25/2020 - 7/31/2130 (b)(c)(d)
  
  Lending Club, Lending Point, Marlette,
Prosper, SoFi, Upgrade, Upstart
     

$

1,661,652,437

   

$

1,661,588,565

   

$

1,374,475,661

   

Small Business Loans – 10.89%

 

United States – 10.89%

 

8897621, 4.70%, 9/27/2026 (e)

 

Square

 

3/31/2025

   

113,500

     

106,000

     

106,007

   

8798656, 4.70%, 9/4/2026 (e)

 

Square

 

3/06/2025

   

108,430

     

101,265

     

101,554

   

8825768, 4.70%, 9/12/2026 (e)

 

Square

 

3/14/2025

   

105,850

     

98,856

     

99,011

   

8787225, 4.73%, 8/28/2026 (e)

 

Square

 

3/04/2025

   

104,183

     

97,299

     

98,013

   

8803651, 4.70%, 9/5/2026 (e)

 

Square

 

3/07/2025

   

103,464

     

96,627

     

96,842

   

8837819, 4.70%, 9/13/2026 (e)

 

Square

 

3/17/2025

   

102,870

     

96,072

     

96,208

   

8813440, 5.58%, 9/7/2026 (e)

 

Square

 

3/11/2025

   

103,056

     

95,074

     

95,129

   

8755899, 4.73%, 8/20/2026 (e)

 

Square

 

2/24/2025

   

100,594

     

93,947

     

94,702

   

8819809, 5.33%, 9/10/2026 (e)

 

Square

 

3/12/2025

   

102,169

     

94,584

     

94,609

   

8890453, 5.90%, 9/26/2026 (e)

 

Square

 

3/28/2025

   

101,381

     

93,123

     

93,139

   

8782018, 5.05%, 8/27/2026 (e)

 

Square

 

3/03/2025

   

97,638

     

90,787

     

91,836

   

8706300, 5.05%, 8/6/2026 (e)

 

Square

 

2/10/2025

   

95,428

     

88,731

     

89,959

   

8813747, 4.70%, 9/7/2026 (e)

 

Square

 

3/11/2025

   

95,906

     

89,568

     

89,784

   

8814812, 5.02%, 9/8/2026 (e)

 

Square

 

3/12/2025

   

96,058

     

89,317

     

89,422

   

8733363, 5.36%, 8/13/2026 (e)

 

Square

 

2/18/2025

   

94,197

     

87,204

     

88,655

   

8697376, 4.73%, 8/5/2026 (e)

 

Square

 

2/07/2025

   

93,574

     

87,390

     

88,168

   

8878260, 4.70%, 9/24/2026 (e)

 

Square

 

3/26/2025

   

93,999

     

87,787

     

87,813

   

8733015, 4.73%, 8/13/2026 (e)

 

Square

 

2/18/2025

   

93,218

     

87,058

     

87,780

   

8607798, 4.73%, 7/10/2026 (e)

 

Square

 

1/14/2025

   

97,432

     

90,994

     

87,668

   

8640787, 5.05%, 7/22/2026 (e)

 

Square

 

1/24/2025

   

92,167

     

85,699

     

86,878

   

8748744, 5.36%, 8/19/2026 (e)

 

Square

 

2/21/2025

   

91,904

     

85,081

     

85,162

   

8789210, 4.70%, 9/1/2026 (e)

 

Square

 

3/05/2025

   

90,734

     

84,738

     

84,956

   

8645988, 4.73%, 7/23/2026 (e)

 

Square

 

1/27/2025

   

89,292

     

83,391

     

84,468

   

8782650, 4.73%, 8/27/2026 (e)

 

Square

 

3/03/2025

   

89,366

     

83,460

     

84,033

   

8534682, 5.41%, 6/26/2026 (e)

 

Square

 

12/30/2024

   

93,937

     

86,888

     

83,928

   

8797630, 5.02%, 9/4/2026 (e)

 

Square

 

3/06/2025

   

89,938

     

83,626

     

83,719

   

The accompanying notes are an integral part of these consolidated financial statements and should be read in conjunction therewith.
5


ALTERNATIVE INVESTMENT PARTNERS

 

 

AIP Alternative Lending Fund A
Consolidated Condensed Schedule of Investments (Unaudited)
(continued)
March 31, 2025

   

Platform

  Original Acquisition
Date
 

Principal Amount

 

Cost

 

Fair Value

 

LOANS (continued)

 

Small Business Loans – 10.89%

 

United States (continued)

 

8860701, 5.02%, 9/19/2026 (e)

 

Square

 

3/21/2025

 

$

88,362

   

$

82,162

   

$

82,210

   

8710857, 5.36%, 8/7/2026 (e)

 

Square

 

2/11/2025

   

87,551

     

81,052

     

81,293

   

8856017, 4.70%, 9/18/2026 (e)

 

Square

 

3/20/2025

   

86,884

     

81,143

     

81,227

   

8596504, 4.73%, 7/7/2026 (e)

 

Square

 

1/09/2025

   

85,138

     

79,512

     

80,762

   

8800348, 4.70%, 9/5/2026 (e)

 

Square

 

3/07/2025

   

85,670

     

80,009

     

80,215

   

8823536, 5.02%, 9/11/2026 (e)

 

Square

 

3/13/2025

   

85,411

     

79,417

     

79,499

   

8666271, 4.73%, 7/29/2026 (e)

 

Square

 

1/31/2025

   

83,765

     

78,230

     

79,154

   

8639667, 5.36%, 7/22/2026 (e)

 

Square

 

1/24/2025

   

83,587

     

77,382

     

78,707

   

8407233, 4.79%, 5/21/2026 (e)

 

Square

 

11/25/2024

   

84,873

     

79,195

     

78,619

   

8599746, 4.73%, 7/8/2026 (e)

 

Square

 

1/10/2025

   

87,132

     

81,375

     

78,374

   

8787859, 5.05%, 8/28/2026 (e)

 

Square

 

3/04/2025

   

82,974

     

77,151

     

78,156

   

8786653, 4.73%, 8/28/2026 (e)

 

Square

 

3/04/2025

   

83,044

     

77,556

     

78,133

   

8558130, 5.61%, 7/3/2026 (e)

 

Square

 

1/07/2025

   

82,168

     

75,804

     

78,026

   

8689495, 6.12%, 8/4/2026 (e)

 

Square

 

2/06/2025

   

82,721

     

75,786

     

77,855

   

8515862, 4.72%, 6/20/2026 (e)

 

Square

 

12/24/2024

   

82,049

     

76,627

     

77,087

   

8760047, 4.73%, 8/21/2026 (e)

 

Square

 

2/25/2025

   

82,018

     

76,598

     

77,016

   

8774352, 4.73%, 8/26/2026 (e)

 

Square

 

2/28/2025

   

81,860

     

76,450

     

76,984

   

8432219, 4.79%, 5/28/2026 (e)

 

Square

 

12/03/2024

   

80,888

     

75,477

     

76,305

   

8557864, 5.93%, 7/3/2026 (e)

 

Square

 

1/07/2025

   

81,253

     

74,634

     

76,129

   

8378299, 5.42%, 5/13/2026 (e)

 

Square

 

11/15/2024

   

84,687

     

78,332

     

76,116

   

8660135, 5.05%, 7/28/2026 (e)

 

Square

 

1/30/2025

   

79,990

     

74,376

     

75,759

   

8748326, 5.36%, 8/19/2026 (e)

 

Square

 

2/21/2025

   

79,788

     

73,865

     

74,954

   

Other Small Business Loans, 5.33%, 10/4/2019 - 9/27/2026 (c)(d)(f)

 

Funding Circle, Square

       

181,819,250

     

168,772,262

     

137,442,698

   

Total Small Business Loans

                   

172,848,961

     

141,534,721

   

TOTAL LOANS

               

1,834,437,526

     

1,516,010,382

   

The accompanying notes are an integral part of these consolidated financial statements and should be read in conjunction therewith.
6


ALTERNATIVE INVESTMENT PARTNERS

 

 

AIP Alternative Lending Fund A
Consolidated Condensed Schedule of Investments (Unaudited)
(continued)
March 31, 2025

   
  Original Acquisition
Date
 

Shares

 

Cost

 

Fair Value

 

INVESTMENTS IN SECURITIES – 0.12%

 

ASSET-BACKED SECURITIES – 0.12% (g)

 

United States – 0.12%

 

MFT 2021-1A CERT 06/16/2031 (h)

         

5/05/2021

   

18,703

   

$

382,886

   

$

350,646

   

UPST 2021-4 CERT 09/20/2031 (c)(h)

         

9/24/2021

   

12,794

     

6,842,493

     

1,162,226

   

Other Asset-Backed Securities, 5/20/2032 (c)(h)

               

18,488

     

11,172,630

     

0

   

TOTAL ASSET-BACKED SECURITIES

                       

18,398,009

     

1,512,872

   

TOTAL INVESTMENTS IN SECURITIES

                   

18,398,009

     

1,512,872

   

TOTAL INVESTMENTS – 116.72%

                   

1,852,835,535

     

1,517,523,254

   

LIABILITIES IN EXCESS OF OTHER ASSETS – (16.72)%

                       

(217,362,032

)

 

TOTAL NET ASSETS – 100.00%

                     

$

1,300,161,222

   

Percentages are stated as a percent of net assets.

(a)  Investments in Loans are fair valued by the Adviser pursuant to the Fund's valuation policies and procedures, which have been adopted by the Board. Fair value is determined using significant unobservable inputs.

(b)  Consumer loans may include student loans, loans pledged as collateral for Trust's lines of credit, and variable interest rate loans.

(c)  Category contains non-income producing securities.

(d)  Rate presented is a weighted average interest rate for loans in this category.

(e)  Rate shown is based on an 18-month maturity date.

(f)  Small business loans may include: rates based on an 18-month maturity date.

(g)  Investments in asset backed securities are fair valued by the Adviser pursuant to the Fund's valuation policies and procedures, which have been adopted by the Board. Fair value is determined using significant unobservable inputs.

(h)  Represents equity tranche.

The accompanying notes are an integral part of these consolidated financial statements and should be read in conjunction therewith.
7


ALTERNATIVE INVESTMENT PARTNERS

 

 

AIP Alternative Lending Fund A
Consolidated Condensed Schedule of Investments (Unaudited)
(continued)
March 31, 2025

Open Risk Share Contracts

Description: Consumer Loans - United States

Type: Receive

Strike: Actual losses greater than expected losses

Reference Entity
Investment
 

Counterparty

 

Reference Entity Vintage

  Reference
Entity Interest
Rate Range
 

Reference Entity Maturity Date Range

  Notional
Value
  Unrealized
Appreciation
(Depreciation)
 

Contract 1(1)(2)

 

C

 

June 1, 2023 - June 30, 2023

   

18.22

% - 29.79%

 

May 18, 2026 - July 12, 2028

   

8,070,690.18

   

$

379,154

   

Contract 2(1)(2)

 

C

 

July 1, 2023 - July 31, 2023

   

18.54

% - 29.79%

 

June 19, 2026 - September 8, 2028

   

8,787,001.12

     

398,303

   

Contract 3(1)(2)

 

C

 

August 1, 2023 - August 31, 2023

   

6.00

% - 29.79%

 

August 14, 2025 - October 2, 2028

   

9,357,335.22

     

265,689

   

Contract 4(1)(2)

 

C

 

September 1, 2023 - September 30, 2023

   

6.00

% - 30.26%

 

September 13, 2025 - October 13, 2028

   

10,309,310.27

     

499,437

   

Contract 5(1)(2)

 

B

 

October 1, 2023 - October 31, 2023

   

4.75

% - 32.80%

 

May 1, 2024 - April 22, 2031

   

4,002,389.87

     

(96,634

)

 

Contract 6(1)(2)

 

C

 

October 1, 2023 - October 31, 2023

   

6.00

% - 30.23%

 

October 27, 2025 - November 10, 2028

   

11,672,077.22

     

596,641

   

Contract 7(1)(2)

 

B

 

November 1, 2023 - November 30, 2023

   

4.43

% - 30.61%

 

May 26, 2024 - July 12, 2030

   

2,904,610.06

     

   

Contract 8(1)(2)

 

C

 

November 1, 2023 - November 30, 2023

   

20.95

% - 30.21%

 

November 1, 2025 - December 4, 2028

   

11,010,277.46

     

389,842

   

Contract 9(1)(2)

 

B

 

December 1, 2023 - December 31, 2023

   

5.53

% - 31.36%

 

September 26, 2024 - December 17, 2029

   

2,704,017.95

     

(54,637

)

 

Contract 10(1)(2)

 

C

 

December 1, 2023 - December 31, 2023

   

6.00

% - 30.22%

 

November 20, 2026 - January 5, 2029

   

11,539,773.90

     

399,195

   

Contract 11(1)(2)

 

B

 

January 1, 2024 - January 31, 2024

   

5.53

% - 31.36%

 

September 24, 2024 - June 1, 2030

   

3,378,615.80

     

(69,513

)

 

Contract 12(1)(2)

 

B

 

February 1, 2024 - February 29, 2024

   

5.59

% - 29.52%

 

September 14, 2024 - July 19, 2030

   

4,166,199.20

     

(78,126

)

 

Contract 13(1)(2)

 

C

 

February 1, 2024 - February 29, 2024

   

21.72

% - 30.22%

 

February 7, 2027 - April 26, 2029

   

6,486,012.38

     

410,149

   

Contract 14(1)(2)

 

B

 

March 1, 2024 - March 31, 2024

   

5.60

% - 31.36%

 

September 1, 2024 - April 10, 2030

   

4,587,671.61

     

(81,791

)

 

Contract 15(1)(2)

 

C

 

March 1, 2024 - March 31, 2024

   

21.72

% - 30.22%

 

March 4, 2026 - April 11, 2029

   

13,423,964.74

     

811,327

   

Contract 16(1)(2)

 

B

 

April 1, 2024 - April 30, 2024

   

5.88

% - 31.94%

 

September 1, 2024 - April 15, 2030

   

6,517,350.56

     

(61,476

)

 

Contract 17(1)(2)

 

C

 

April 1, 2024 - April 30, 2024

   

19.35

% - 30.22%

 

April 5, 2026 - May 2, 2029

   

13,754,784.51

     

786,111

   

Contract 18(1)(2)

 

A

 

May 1, 2024 - October 31, 2024

   

5.82

% - 32.39%

 

May 22, 2027 - August 4, 2030

   

98,287,409.35

     

3,430,014

   

Contract 19(1)(2)

 

B

 

May 1, 2024 - May 31, 2024

   

5.18

% - 32.51%

 

April 22, 2027 - August 1, 2030

   

6,016,643.96

     

(52,884

)

 

Contract 20(1)(2)

 

C

 

May 1, 2024 - May 31, 2024

   

6.00

% - 30.22%

 

May 14, 2026 - June 5, 2029

   

14,265,535.32

     

803,829

   

Contract 21(1)(2)

 

B

 

June 1, 2024 - June 30, 2024

   

4.90

% - 32.52%

 

December 5, 2024 - April 25, 2030

   

6,257,122.31

     

(51,107

)

 

Contract 22(1)(2)

 

C

 

June 1, 2024 - June 30, 2024

   

6.00

% - 30.22%

 

May 19, 2027 - July 6, 2029

   

15,012,318.84

     

771,488

   

Contract 23(1)(2)

 

B

 

July 1, 2024 - July 30, 2024

   

3.49

% - 31.94%

 

June 15, 2027 - January 18, 2030

   

6,788,824.18

     

(53,527

)

 

The accompanying notes are an integral part of these consolidated financial statements and should be read in conjunction therewith.
8


ALTERNATIVE INVESTMENT PARTNERS

 

 

AIP Alternative Lending Fund A
Consolidated Condensed Schedule of Investments (Unaudited)
(continued)
March 31, 2025

Reference Entity
Investment
 

Counterparty

 

Reference Entity Vintage

  Reference
Entity Interest
Rate Range
 

Reference Entity Maturity Date Range

  Notional
Value
  Unrealized
Appreciation
(Depreciation)
 

Contract 24(1)(2)

 

C

 

July 1, 2024 - July 30, 2024

   

21.72

% - 30.26%

 

June 17, 2027 - August 15, 2029

   

15,663,817.36

   

$

727,254

   

Contract 25(1)(2)

 

B

 

August 1, 2024 - August 31, 2024

   

4.65

% - 31.94%

 

March 5, 2027 - November 20, 2029

   

6,975,390.73

     

(51,822

)

 

Contract 26(1)(2)

 

C

 

August 1, 2024 - August 31, 2024

   

21.72

% - 30.23%

 

August 16, 2026 - August 31, 2029

   

16,629,815.51

     

737,391

   

Contract 27(1)(2)

 

C

 

September 1, 2024 - September 30, 2024

   

21.72

% - 30.22%

 

August 19, 2027 - September 30, 2029

   

8,566,232.29

     

337,389

   

Contract 28(1)(2)

 

C

 

October 1, 2024 - October 31, 2024

   

22.59

% - 29.79%

 

September 17, 2027 - November 12, 2029

   

8,809,182.55

     

325,432

   

Contract 29(1)(2)

 

A

 

November 1, 2024 - March 31, 2024

   

7.59

% - 32.39%

 

November 4, 2027 - December 24, 2030

   

93,714,152.47

     

1,972,121

   

Contract 30(1)(2)

 

C

 

November 1, 2024 - November 30, 2024

   

6.00

% - 29.79%

 

October 20, 2027 - December 13, 2029

   

9,143,198.15

     

355,163

   

Contract 31(1)(2)

 

C

 

January 1, 2025 - January 31, 2025

   

19.20

% - 30.22%

 

January 3, 2028 - February 8, 2030

   

9,392,133.05

     

189,878

   

Contract 32(1)(2)

 

C

 

February 1, 2025 - February 28, 2025

   

18.40

% - 29.79%

 

January 23, 2028 - February 25, 2030

   

9,664,275.49

     

274,727

   

Contract 33(1)(2)

 

C

 

March 1, 2025 - March 31, 2025

   

20.50

% - 30.23%

 

March 5, 2027 - March 28, 2030

   

9,921,244.17

     

266,969

   

                     

$

14,475,986

   

(1)  Contract is non-income producing and is fair valued by a third-party valuation specialist pursuant to procedures approved by the Board of Trustees. Value is determined using significant unobservable inputs.

(2)  Contract is restricted for resale. The aggregate value of these contracts is $14,475,986 which represents 1.11% of net assets.

The accompanying notes are an integral part of these consolidated financial statements and should be read in conjunction therewith.
9


ALTERNATIVE INVESTMENT PARTNERS

 

 

AIP Alternative Lending Fund A
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2025

1.  Organization

AIP Alternative Lending Fund A (the "Fund") was organized under the laws of the State of Delaware as a statutory trust on June 14, 2017. The Fund commenced operations on October 1, 2018 and operates pursuant to an Agreement and Declaration of Trust (the "Trust Deed"). The Fund is registered under the U.S. Investment Company Act of 1940, as amended (the "1940 Act"), as a closed-end, diversified management investment company. The Fund intends to comply with the diversification requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), as such requirements are described in Note 2. The Fund has no fixed termination date and will continue unless the Fund is otherwise terminated under the terms of the Trust Deed or unless and until required by law.

The Fund is a "Master" fund in a "Master-Feeder" structure whereby the feeder funds invest substantially all of their assets in the Fund. AIP Alternative Lending Fund P ("ALF P"), Riverview Alternative Lending Fund (Cayman) L.P. ("ALF C"), JSS Alternative Investments FCP (RAIF) ("JSS ALF"), and several Japanese Alternative Lending Funds ("Japanese ITMs") (collectively "Feeder Funds") are feeder funds to the Fund. ALF P is a statutory trust organized under the laws of the State of Delaware and is registered under the 1940 Act as a closed-end, diversified management investment company (notwithstanding its compliance with Subchapter M diversification requirements). ALF C is a Cayman Islands exempted limited partnership. JSS ALF is a reserved alternative investment fund in the form of an open-ended common investment fund under Luxembourg law. The Japanese ITMs are structured as Japanese unit type investment trust management funds.

As of March 31, 2025, ALF P, ALF C, JSS ALF, and Japanese ITMs represented 36.91%, 31.16%, 11.10%, and 3.72%, of the Fund's net assets, respectively.

The Fund's investment objective is to seek to provide total return with an emphasis on current income. The Fund seeks to achieve its investment objective by investing, primarily through the Trusts (as defined below), in alternative lending securities that generate interest or other income streams that the Adviser (as defined below) believes offer access to credit risk premium. Alternative lending securities are loans originated through non-traditional, or alternative, lending platforms ("Platforms") ("Loans") or securities that provide the Fund with exposure to such instruments ("Securities"). The alternative lending securities in which the Fund may invest are sourced through various alternative lending platforms as determined by the Investment Adviser. The Fund may invest in a broad range of alternative lending securities, including, but not limited to, (1) consumer loans, inclusive of specialty offerings such as education loans and elective medical loans; (2) small business loans, receivables and/or merchant cash advances, inclusive of specialty offerings such as purchasing and financing of future payment streams or asset-based financing; (3) specialty finance loans, including, but not limited to, automobile purchases, equipment finance, transportation leasing or real estate financing; (4) tranches of alternative lending securitizations, including, but not limited to, residual interests and/or majority-owned affiliates (MOAs); and (5) to a lesser extent, fractional interests in alternative lending securities and other types of equity, debt or derivative instruments that the Investment Adviser believes are appropriate.


10


ALTERNATIVE INVESTMENT PARTNERS

 

 

AIP Alternative Lending Fund A
Notes to Consolidated Financial Statements (Unaudited)
(continued)

1.  Organization (continued)

The Fund invests through MPLI Capital Holdings, MPLI Capital Holdings II, MPLI Capital Holdings III, MPLI Capital Holdings IV, and MPLI Capital Holdings V (the "Trusts"), all of which are wholly-owned subsidiary trusts of the Fund. MPLI Capital Holdings V was organized under the laws of the State of Delaware as a statutory trust on November 1, 2024. Wilmington Savings Fund Society, FSB, serves as the trustee of the Trusts. The Trusts operate pursuant to separate trust agreements in order to achieve the Fund's investment objective, as previously described.

Morgan Stanley AIP GP LP (the "Adviser") serves as the Fund's investment adviser. The Adviser is a limited partnership formed under the laws of the State of Delaware and is registered as an investment adviser under the Investment Advisers Act of 1940, as amended. The Adviser is an affiliate of Morgan Stanley and is responsible for providing day-to-day investment management services to the Fund, subject to the supervision of the Fund's Board of Trustees (each member a "Trustee" and, collectively, the "Board").

The Board has overall responsibility for monitoring and overseeing the Adviser's implementation of the Fund's operations and investment program. A majority of the Trustees are not "interested persons" (as defined by the 1940 Act) of the Fund or the Adviser.

2.  Significant Accounting Policies

The following significant accounting policies are in conformity with U.S. generally accepted accounting principles ("US GAAP"). Such policies are consistently followed by the Fund in preparation of its consolidated financial statements. Management has determined that the Fund is an investment company in accordance with the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 946, "Financial Services – Investment Companies," for the purpose of financial reporting. The preparation of the consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of increases or decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. The Fund's consolidated financial statements are stated in United States dollars.

The Fund consolidates the Trusts and has included all of the assets and liabilities and revenues and expenses of the Trusts in the accompanying consolidated financial statements. Intercompany balances have been eliminated through consolidation, as applicable. The accompanying consolidated financial statements of the Fund include the accounts of the Fund and of the Trusts for the period ended March 31, 2025.

Investment in the Fund

The Fund offers on a continuous basis through Morgan Stanley Distribution, Inc. (the "Distributor") up to 3,500,000 shares of beneficial interest ("Shares"). The initial closing date ("Initial Closing Date") for the public offering of Shares was October 1, 2018. Shares were offered during an initial public offering period which ended on the Initial Closing Date at an initial offering price of $1,000 per Share and have been offered in a continuous offering thereafter at the Fund's then current net asset value ("NAV") per Share. Shares may be purchased as of the first business day of each month at the Fund's then current NAV per Share from the


11


ALTERNATIVE INVESTMENT PARTNERS

 

 

AIP Alternative Lending Fund A
Notes to Consolidated Financial Statements (Unaudited)
(continued)

2.  Significant Accounting Policies (continued)

Investment in the Fund (continued)

Distributor or through a registered investment adviser ("RIA") that has entered into an arrangement with the Distributor for such RIA to offer Shares in conjunction with a "wrap" fee, asset allocation or other managed asset program sponsored by RIA. The Distributor is an affiliate of the Adviser. Investors purchasing Shares in the Fund ("Shareholders") will not be charged a sales load.

Shares are to be sold only to investors that represent that they are "accredited investors" within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended. The minimum initial investment in the Fund by any investor is $25,000, and the minimum additional investment in the Fund by any investor is $25,000. The minimum initial and additional investments may be reduced by the Fund with respect to certain Shareholders. Any such RIA may impose additional eligibility requirements on investors who purchase Shares through such RIA.

No Shareholder or other person holding Shares acquired from a Shareholder has the right to require the Fund to redeem their Shares. The Fund may, from time to time, offer to repurchase Shares in accordance with written tenders by Shareholders at those times, and on those terms and conditions as the Board may determine in its sole discretion. Each such repurchase offer will generally apply to approximately 5% to 25% of the net assets of the Fund. In determining whether the Fund should offer to repurchase Shares from Shareholders, the Board will consider the recommendations of the Adviser. The Adviser expects that, generally, it will recommend to the Board that the Fund offers to repurchase Shares from Shareholders quarterly, with such repurchases to occur as of each March 31, June 30, September 30 and December 31. The Fund has no obligation to repurchase Shares at any time; however, in the event that it does repurchase Shares, there is no guarantee that the Fund will offer to repurchase Shares in an amount exceeding 5% of its net assets. Each repurchase offer will generally commence approximately 90 days prior to the applicable repurchase date. In determining whether to make a recommendation to the Board of Trustees to conduct a repurchase offer at any such time or in determining whether to accept a recommendation from the Investment Adviser at any such time, the Investment Adviser and the Board of Trustees, respectively, may consider the various factors, such as the timing of such offer and a variety of operational, business, and economic factors.

If a repurchase offer is oversubscribed by Shareholders who tender Shares, the Fund may repurchase a pro rata portion of the Shares tendered by each Shareholder, extend the repurchase offer, or take any other action with respect to the repurchase offer permitted by applicable law. Accordingly, Shareholders who tender shares may not have the total amount of those Shares repurchased by the Fund in a given period or over multiple periods. The Fund also has the right to repurchase all of a Shareholder's Shares at any time if, for any reason, the aggregate value of such Shareholder's Shares is, at the time of such compulsory repurchase, less than the minimum initial investment applicable for the Fund. In addition, the Fund has the right to repurchase Shares of Shareholders if the Fund determines that the repurchase is in the best interest of the Fund or upon the occurrence of certain events specified in the Fund's Agreement and Declaration of Trust. In addition, the Fund has the right at any time to repurchase at NAV the Shares of a Shareholder, or any person acquiring Shares through a Shareholder, in accordance with the Agreement and Declaration of Trust and Section 23 of the 1940 Act and any applicable rules thereunder, including Rule 23c-2. The repurchase of Shares by the Fund may be a taxable event to Shareholders.


12


ALTERNATIVE INVESTMENT PARTNERS

 

 

AIP Alternative Lending Fund A
Notes to Consolidated Financial Statements (Unaudited)
(continued)

2.  Significant Accounting Policies (continued)

Portfolio Valuation

The net asset value of the Fund is determined as of the close of business at the end of any fiscal period, generally monthly, in accordance with the valuation principles set forth below or as may be determined from time to time pursuant to policies established by the Board.

As of March 31, 2025, approximately 99.0% of the Fund's portfolio was comprised of investments in Loans. The remainder of the portfolio was invested in Securities and Risk Share Contracts.

The Fund uses a third-party valuation agent for purposes of providing an estimate of the fair valuation of the Investments, which is one factor that the Adviser considers in making a determination with respect to the fair value of the Investments. Among other factors that may be considered are significant events, the performance of similar loans originated by the Platforms, and the results of the Adviser's due diligence and valuation control procedures. The valuations received from the independent valuation agent rely on portfolio holdings and related data provided by the Fund, or its authorized third parties, and public, financial, and industry source information without independent verification. The Adviser is ultimately responsible for making fair value determinations subject to the oversight of the Board and pursuant to the Fund's fair valuation procedures.

The fair values of investments in Loans are based on a discounted cash flow model, which takes into account individual loan characteristics, such as coupon, tenor, platform credit grade and current delinquency status, that are provided by the applicable Platform. The fair values of investments in asset-backed securities are determined by the forecasted performance of the underlying loans in the pool, which takes into account the realized historical loss and prepayment performance of the pool. The priority of the securitization class and the claim on cash flows in the transaction are also taken into account. The fair values of investments in common stock and preferred equities for which market prices are not readily available, such as investments in privately held companies, may be determined using market-based approaches, including precedent transactions, public market comparables, book values or other relevant metrics, or using income-based approaches, including discounted anticipated future cash flows of the company.

The fair values of risk share contracts held by the Fund are determined using a discounted cash flow framework that takes into account the underlying loans pertaining to each contract's losses as of reporting date and estimated loss forecasts. The valuation agent's loss forecasts are based on industry and Platform historical loan performance, including securitizations. Higher expectations of loss relative to initial expected losses (subject to a Cap, as defined below), due to factors such as rising delinquencies within each contract vintage, would result in an increase in a contract's unrealized appreciation.

Pursuant to Rule 2a-5 of the 1940 Act, the Board had designated the Adviser as its valuation designee. The valuation designee had responsibility for determining fair value and to make the actual calculations pursuant to the fair valuation methodologies previously approved by the Board. The Adviser has established the Hedge Fund Solutions Valuation Committee (the "Valuation Committee"), which is responsible for determining and implementing the Fund's valuation policies and procedures, which have been adopted by the Board and are subject to Board supervision. The Valuation Committee consists of voting members from Morgan Stanley's


13


ALTERNATIVE INVESTMENT PARTNERS

 

 

AIP Alternative Lending Fund A
Notes to Consolidated Financial Statements (Unaudited)
(continued)

2.  Significant Accounting Policies (continued)

Portfolio Valuation (continued)

financial reporting and risk management groups, and non-voting members from portfolio management, legal and compliance groups and meets at least monthly to analyze the fair value of the Investments. Members of the portfolio management team may attend each Valuation Committee meeting to provide knowledge, insight, and observations regarding the portfolio. In addition, the portfolio management team reviews the valuation agent's monthly valuation report, including the valuation methodologies, inputs and assumptions used to determine the Investment values, and makes a recommendation to the Valuation Committee regarding the values of the Investments. After consideration of the portfolio management's team recommendation and valuation agent's report, the Valuation Committee determines, in good faith, the fair value of the Investments. Because of the inherent uncertainty of valuation, the fair value of the Fund's Investments may differ significantly from the values that would have been used had a readily available market for the Investments held by the Fund been available.

Loan Platforms

The Investment Adviser, as part of its portfolio construction process, performs diligence on the Platforms from which the Fund purchases alternative lending securities in order to evaluate both the process by which each Platform extends loans to borrowers and provides related services and the characteristics of the overall portfolio of loans made available through that Platform. As part of its diligence process, the Investment Adviser monitors on an ongoing basis the underwriting quality of each Platform through which it invests in alternative lending securities, including an analysis of the historical and ongoing "loan tapes" that often include loan underwriting data and actual payment experience for all individual loans originated by the Platform that are comparable to the loans purchased, or to be purchased, by the Fund. In addition, the Investment Adviser conducts periodic meetings with the Platforms for purposes of assessing and evaluating the underwriting quality at each Platform for each loan type. Although the Fund conducts diligence on the Platforms, the Fund generally does not have the ability to independently verify the information provided by the Platforms respecting individual loans and other alternative lending securities, other than certain payment information regarding such instruments owned by the Fund, which the Fund evaluates as payments are received. The Fund monitors the characteristics of the alternative lending securities it purchases on an ongoing basis. Once the Fund acquires a loan from a Platform, the Platform provides the Fund with certain information to enable the Investment Adviser to monitor the performance of the Fund's overall portfolio and to determine whether such loans comply with the Fund's investment criteria. The Fund also periodically reviews certain aspects of the Platforms' credit models and monitor the Platforms with a view toward ensuring that sound underwriting standards are maintained over time.

The Fund may sell certain of its investments in Loans directly or indirectly into special purpose vehicles that issue asset-backed securities, which are secured by a pool of underlying loans originated by an alternative lending platform (which practice is known as a securitization). The Fund may hold residual equity classes of the asset-backed securities, which could be adversely affected by the deterioration in the credit performance of the loan pool. Distribution payments from the asset-backed securities are based on cash collections from the underlying loans.


14


ALTERNATIVE INVESTMENT PARTNERS

 

 

AIP Alternative Lending Fund A
Notes to Consolidated Financial Statements (Unaudited)
(continued)

2.  Significant Accounting Policies (continued)

Cash and Cash Equivalents

Cash and cash equivalents consist of cash held on deposit and short-term highly liquid investments that are readily convertible to known amounts of cash and have maturities of three months or less. Investments in money markets are valued at fair value using the net asset value as the price and are categorized as Level 1 securities as described in Note 3. As of March 31, 2025, cash equivalents and restricted cash included investments in money market funds valued at $145,790,843. Restricted cash represents temporary restrictions on cash received from borrower repayments of Loans that are pledged as collateral for the Fund's revolving lines of credit. Deposits for issuing loans represents the cash that is earmarked for loan purchases. Deposits for issuing loans represents the cash that is earmarked for loan purchases. The Fund may maintain cash held on deposit at one or more financial institutions. The Fund is subject to credit risk should a financial institution be unable to fulfill its obligations.

Income Recognition and Expenses

The Fund recognizes income and records expenses on an accrual basis. Income, expenses, and realized and unrealized gains and losses are recorded monthly. Interest income is net of amortization of premiums from Loan purchases, if any. The Fund will stop accruing interest based on the length of time a Loan has been delinquent and will write-off the accrued interest for such Loan that is no longer deemed collectible. Interest income from investments in asset-backed securities is recognized based on the estimated effective yield utilizing expected cash flows. Other income includes incentive income received from certain Loan Platforms based on the volume of Loans purchased, as well as late fees earned on investments in Loans. The changes in fair value of the investments are included in net change in unrealized appreciation/depreciation on investments in the Consolidated Statement of Operations. Realized gain (loss) from investments is calculated using specific identification. From time to time, certain Platforms on behalf of the Trusts may sell delinquent Loans to buyers on the secondary market. In addition, groups of Loans from certain Platforms may be sold in securitization transactions. Realized gains or losses from the sales of delinquent Loans on the secondary market and from securitization transactions are included in the net realized gain (loss) from investments in Loans in the Consolidated Statement of Operations. In accordance with its policies and procedures, the Fund will generally write down the fair value of a Loan if (i) the Platform indicates that a borrower is deceased or has declared bankruptcy, (ii) the Platform charges off the Loan, or (iii) the Adviser has determined that the recoverable value of such Loan has been impaired. The Fund will also consider various facts and circumstances provided by the Platforms for delinquent Loans to determine if a write-off of the outstanding principal balance is required. Write-offs of outstanding principal balances are included in net realized gain (loss) from investments in Loans in the Consolidated Statement of Operations.

Income Taxes

The Fund intends to comply with the requirements of Subchapter M of the Code applicable to regulated investment companies and to distribute substantially all of its taxable income to its Shareholders. Therefore, no provision for federal income tax is required. The Fund files tax returns with the U.S. Internal Revenue Service and various states. The Fund may be subject to taxes imposed by countries which it invests. Such


15


ALTERNATIVE INVESTMENT PARTNERS

 

 

AIP Alternative Lending Fund A
Notes to Consolidated Financial Statements (Unaudited)
(continued)

2.  Significant Accounting Policies (continued)

Income Taxes (continued)

taxes are generally based on income earned or gains realized or repatriated. Taxes are accrued and applied to net investment income, net realized capital gains and net realized appreciation, as applicable, as the income is earned or capital gains are recorded. The Fund has concluded there are no significant uncertain tax positions that would require recognition in the consolidated financial statements as of March 31, 2025. If applicable, the Fund recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in other expenses in the Consolidated Statement of Operations. Generally, open tax years under potential examination vary by jurisdiction. Each of the four open tax years through the year ended September 30, 2024, remains subject to examination by major taxing authorities.

As of March 31, 2025, the cost and related gross unrealized appreciation and depreciation for tax purposes were as follows:

Cost of investments for tax purposes

 

$

1,534,408,391

   

Gross tax unrealized appreciation

 

$

   

Gross tax unrealized depreciation

   

(16,885,137

)

 

Net tax unrealized appreciation/depreciation on investments

 

$

(16,885,137

)

 

The difference between book-basis unrealized appreciation/depreciation (as shown in the Consolidated Statement of Assets and Liabilities) and tax basis unrealized appreciation/depreciation (as shown above) is primarily attributable to mark-to- market ordinary gains (losses) under Internal Revenue Code Section 475.

The tax character of distributions paid may differ from the character of distributions shown in the Consolidated Statements of Changes in Net Assets due to short-term capital gains being treated as ordinary income for tax purposes.

The tax character of distributions paid during the year ended September 30, 2024 was as follows:

   

September 30, 2024

 

Distributions paid from:

 

Net Investment Income

 

$

34,744,353

   

Capital Gains

   

   

In excess of Distributable Earnings

   

87,359,772

   
   

$

122,104,125

   

The amount and character of income and gains due to be distributed are determined in accordance with income tax regulations which may differ from US GAAP. These book/tax differences are either considered temporary or permanent in nature.

Temporary differences are primarily due to differing book and tax treatments for the timing of the recognition of gains (losses) on certain investment transactions and the timing of deductibility of certain expenses.


16


ALTERNATIVE INVESTMENT PARTNERS

 

 

AIP Alternative Lending Fund A
Notes to Consolidated Financial Statements (Unaudited)
(continued)

2.  Significant Accounting Policies (continued)

Income Taxes (continued)

Permanent differences, primarily due to Net Operating Losses, resulted in the following reclassifications among the components of net assets at March 31, 2025:

    Total Distributable
Earnings
 

Paid-In Capital

 

Total

 

$

   

$

   

Distribution of Income and Gains

The Fund declares and pays distributions of all or a portion of its net investment income on a quarterly basis. Net realized gains, if any, are distributed at least annually. Distributions from net realized gains for book purposes may include short-term capital gains, which are included as ordinary income for tax purposes.

The Fund intends to be treated as a "dealer in securities" within the meaning of Section 475(c)(1) of the Code. Section 475 of the Code requires that a dealer must generally "mark to market" all the securities which it holds at the close of any taxable year. Any gain or loss realized or deemed realized with respect to a security held by a dealer, regardless of whether such gain or loss is realized as a result of an actual disposition or a deemed disposition under the mark-to-market rule, is generally treated as ordinary income or loss. The mark-to-market rule does not apply to any security held for investment that the dealer properly identifies as such.

In order to satisfy the diversification requirements under Subchapter M of the Code, the Fund generally invests in Investments that are treated as indebtedness for U.S. tax purposes. As such, the Fund expects that its distributions generally will be taxable as ordinary income to the Shareholders.

Pursuant to the dividend reinvestment plan established by the Fund (the "DRIP"), each Shareholder whose Shares are registered in its own name will automatically be a participant under the DRIP and have all income, dividends, and capital gains distributions automatically reinvested in additional Shares, unless such Shareholder specifically elects to receive all income, dividends, and capital gain distributions in cash.

3.  Fair Value of Investments

The fair value of the Fund's assets and liabilities that qualify as financial instruments approximates the carrying amounts presented in the Consolidated Statement of Assets and Liabilities. As defined in FASB ASC 820-10, Fair Value Measurements and Disclosures, fair value is the price that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market the most advantageous market for the investment or liability. The Fund uses a three-tier hierarchy to distinguish between (a) inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (b) inputs that reflect the reporting entity's


17


ALTERNATIVE INVESTMENT PARTNERS

 

 

AIP Alternative Lending Fund A
Notes to Consolidated Financial Statements (Unaudited)
(continued)

3.  Fair Value of Investments (continued)

own assumptions about the assumptions market participants would use in pricing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the fair value of the Fund's investments.

The inputs are summarized in the three broad levels listed below:

•  Level 1 – quoted prices in active markets for identical investments

•  Level 2 – quoted prices for similar investments in active markets; quoted prices for identical or similar investments in markets that are not considered active; observable inputs other than observable quoted prices for the asset or liability; or inputs derived principally from or corroborated by observable market data

•  Level 3 – significant unobservable inputs (including the Fund's own assumptions in determining the fair value of investments) that reflect the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk, developed based on the best information available in the circumstances

The inputs or methodology used for valuing investments are not necessarily an indication of the risk associated with investing in those investments.

The following is a summary of the inputs used as of March 31, 2025, in valuing the Fund's Investments carried at fair value:

   

Valuation Inputs

     

Investments at Fair Value

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Loans

 

Consumer Loans

 

$

   

$

   

$

1,374,475,660

   

$

1,374,475,660

   

Small Business Loans

   

     

     

141,534,722

     

141,534,722

   

Securities

 

Asset-Backed Securities

   

     

     

1,512,872

     

1,512,872

   

Other Financial Instruments

 

Risk share contracts (Asset)

   

     

     

15,127,503

     

15,127,503

   

Risk share contracts (Liability)

   

     

     

(651,517

)

   

(651,517

)

 

Total

 

$

   

$

   

$

1,531,999,240

   

$

1,531,999,240

   


18


ALTERNATIVE INVESTMENT PARTNERS

 

 

AIP Alternative Lending Fund A
Notes to Consolidated Financial Statements (Unaudited)
(continued)

3.  Fair Value of Investments (continued)

The following is a reconciliation of Level 3 investments for the period ended March 31, 2025:

   

Consumer Loans

 

Small Business Loans

 

Asset-Backed Securities

 

Risk Share Contracts

 
Beginning Balance –
September 30, 2024
 

$

1,765,954,649

   

$

135,032,154

   

$

1,657,084

   

$

12,057,805

   

Acquisitions

   

213,426,090

     

168,042,093

     

     

   

Sales/Paydowns

   

(508,886,720

)

   

(157,063,930

)

   

2,882

     

   

Realized gains (losses), net

   

(133,533,329

)

   

(173,754

)

   

(521,858

)

   

   
Change in unrealized
appreciation/depreciation
   

37,475,484

     

(4,301,841

)

   

374,764

     

2,418,181

   
(Amortization of premium)
accretion of discount
   

39,488

     

     

     

   
Ending Balance –
March 31, 2025
 

$

1,374,475,661

   

$

141,534,722

   

$

1,512,872

   

$

14,475,986

   
Change in unrealized
appreciation/depreciation
on investments still held as
of March 31, 2025
 

$

(76,388,849

)

 

$

(3,969,374

)

 

$

374,764

   

$

2,418,181

   

The following is a summary of quantitative information about significant unobservable valuation inputs for Level 3 investments held as of March 31, 2025:

Type of
Investment
  Fair Value as of
March 31, 2025
  Valuation
Techniques
  Unobservable
Inputs
  Amount/
Range
  Weighted
Average
 
Consumer Loans
 
 

$

1,374,475,660
 
  Discounted
Cash Flow
  Loss-Adjusted Discount Rate;
Projected Loss
  3.00%-14.46%
 
  9.06%
 
 

 

 

 

 

 

 

Divided by Original Balance

   

0.00%-82.40%

     

24.10%

   

 

 

 

 

 

 

Annualized Projected Loss Rate

   

0.00%-100.00%

     

27.10%

   
Small Business Loans
 
  141,534,722
 
  Discounted
Cash Flow
  Loss-Adjusted Discount Rate;
Projected Loss
  7.62%-15.04%
 
  11.10%
 
 

 

 

 

 

 

 

Divided by Original Balance

   

3.66%-90.26%

     

12.60%

   

 

 

 

 

 

 

Annualized Projected Loss Rate

   

5.87%-100.00%

     

15.99%

   
Asset-Backed
Securities
  1,512,872
 
  Discounted
Cash Flow
  Loss-Adjusted Discount Rate;
Projected Loss
  13.00%-25.00%
 
  22.22%
 
 

 

 

 

 

 

 

Divided by Original Balance

   

10.94%-17.51%

     

11.01%

   
Risk Sharing
Contracts
  14,475,986
 
  Discounted
Cash Flow
  Loss-Adjusted Discount Rate;
Projected Loss
  15.00%
 
  15.00%
 
 

 

 

 

 

 

 

Divided by Original Balance

   

2.16%-38.77%

     

26.72%

   

 

 

 

 

 

 

Annualized Projected Loss Rate

   

1.76%-35.30%

     

21.24%

   

Total

 

$

1,531,999,240

                   

For the period ended March 31, 2025, aggregated purchases and proceeds from the sales of Loans were $381,468,183 and $114,463,697, respectively.


19


ALTERNATIVE INVESTMENT PARTNERS

 

 

AIP Alternative Lending Fund A
Notes to Consolidated Financial Statements (Unaudited)
(continued)

3.  Fair Value of Investments (continued)

The Fund has entered into risk sharing contracts with several Platforms. Each contract tracks performance of the subject whole loan vintages. At the end of the applicable contract, if the current expected losses of the subject whole loan vintage are greater than the initial expected losses, the Platform must pay the Fund an amount equal to such excess (subject to a cap up to 6% of purchased notional per vintage (the "Cap")). Accordingly, the Fund recognizes an unrealized gain throughout the duration of the contract (subject to the Cap) if the vintage's current expected losses are greater than the initial expected losses and recognizes a realized gain when at the contract's maturity, the vintage's actual losses are greater than initial expected losses. At the end of the applicable contract, if the current expected losses of the subject whole loan vintages are less than the initial expected losses, the Fund would pay the Platform an amount equal to such deficit (subject to a Cap). Accordingly, the Fund would recognize an unrealized depreciation throughout the life of the contract (subject to a Cap) if the vintage's current expected losses were less than the initial expected losses and recognize a realized loss when at the contract's maturity, the vintage's actual losses were less than initial expected losses. The average notional amount of risk share contracts for the period ended March 31, 2025 was $363,047,083.

As of March 31, 2025, the Fund held the following derivative instruments:

Derivative Type

 

Statement of Assets and Liabilities

 

Fair Value

 

Risk share contracts (Asset)

  Unrealized appreciation on risk share
contracts
 

$

15,127,503

   

Risk share contracts (Liability)

  Unrealized depreciation on risk share
contracts
 

$

(651,517

)

 

The effect of transactions in derivative instruments to the Statement of Operations for the period ended March 31, 2025, was as follows:

Derivative Type

 

Statement of Operations

  Amount of Gain (Loss)
Recognized in Income
on Derivatives
 

Risk share contracts

  Net change in unrealized appreciation on
investments in risk share contracts
 

$

2,418,181

   

4.  Subscriptions Received in Advance

Subscriptions received in advance represent cash proceeds received by the Fund prior to year-end related to Shareholder subscriptions to be made effective October 1, 2024. As of March 31, 2025, the Fund had $11,024 of subscriptions received in advance.

5.  Management Fee, Related Party Transactions and Other

The Fund bears all expenses related to its investment program, as well as certain ongoing costs associated with the Fund's continuous offering. In consideration of the advisory and other services provided by the Adviser to the Fund, the Fund pays the Adviser a monthly management fee of 0.0625% (0.75% on an


20


ALTERNATIVE INVESTMENT PARTNERS

 

 

AIP Alternative Lending Fund A
Notes to Consolidated Financial Statements (Unaudited)
(continued)

5.  Management Fee, Related Party Transactions and Other (continued)

annualized basis) of the Fund's Managed Assets (as defined below) (the "Management Fee"). The Management Fee is computed based on the value of the Managed Assets of the Fund as of the close of business on the last business day of each month (including any assets in respect of Shares that will be repurchased by the Fund as of the end of the month). "Managed Assets" means the total assets of the Fund (including any assets attributable to borrowings for investment purposes) minus the sum of the Fund's accrued liabilities (other than liabilities representing borrowings for investment purposes).

The Adviser has contractually agreed, until at least February 1, 2026, to a reduction in fees payable to it and/or reimburse the Fund, if necessary, if such fees would cause the total annual operating expenses to exceed 2.00% of the Fund's average annual Managed Assets. In determining the actual amount of the fee waiver and/or expense reimbursement for the Fund, if any, the Investment Adviser excludes from Fund expenses Platform fees, Extraordinary Expenses and the following investment related expenses: foreign country tax expense and borrowing costs. "Extraordinary Expenses" are expenses incurred by the Fund outside of the ordinary course of its business, including, without limitation, costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or similar proceedings, indemnification expenses and expenses in connection with holding and/or soliciting proxies for a meeting of Shareholders. For the period ended March 31, 2025, the Adviser did not reimburse the Fund as the ordinary operating expenses were below 2.00% of the Fund's average annual Managed Assets.

The Fund has a deferred compensation plan (the "DC Plan") that allows each Trustee of the Board that is not an affiliate of Morgan Stanley to defer payment of all, or a portion, of the fees he or she receives for serving on the Board throughout the year. Each eligible Trustee of the Board generally may elect to have the deferred amounts credited with a return equal to the total return on one or more of the Morgan Stanley Funds that are offered as investment options under the DC Plan. Investments in the DC Plan, unrealized appreciation/depreciation on such investments and distributions received from these investments are recorded with an offsetting increase/decrease in the deferred compensation obligation and do not affect the net asset value of the Fund. As of March 31, 2025, the Fund's proportionate share of assets attributable to the DC Plan was $37,821, which is included in the Consolidated Statement of Assets and Liabilities under other assets and the deferred compensation obligation under accrued expenses and other liabilities.

U.S. Bancorp Fund Services, LLC ("USBFS") provides accounting and administrative services to the Fund. Under an administrative services agreement, USBFS is paid an administrative fee, computed and payable monthly at an annual rate based on the aggregate monthly total assets of the Fund.

U.S. Bank National Association ("USB N.A.") serves as the custodian to the Fund. Under a custody services agreement, USB N.A. is paid a custody fee monthly based on the average daily market value of any securities and cash held by the Fund.

Inspira Financial ("Inspira") (formerly known as Millennium Trust Company, LLC) serves as the custodian to the Trusts. Under separate custody service agreements, Inspira is paid a custodial fee, computed and payable quarterly at an annual rate based on the aggregate total assets of the Trusts.


21


ALTERNATIVE INVESTMENT PARTNERS

 

 

AIP Alternative Lending Fund A
Notes to Consolidated Financial Statements (Unaudited)
(continued)

5.  Management Fee, Related Party Transactions and Other (continued)

UMB Fund Services, Inc. serves as the Fund's transfer agent. Transfer agent fees are payable monthly based on an annual base fee, annual per Shareholder account charges, and out-of-pocket expenses incurred by the transfer agent on the Fund's behalf.

6.  Lines of Credit

The Fund is permitted to obtain leverage using any form or combination of financial leverage instruments, including through funds borrowed from banks and/or other financial institutions (each a "Facility" and collectively, the "Facilities"). The Fund or the Trusts may incur leverage to the extent permitted by the 1940 Act. Each Facility is secured by Loans of certain Platforms owned by the specific Trust.

Effective November 8, 2022, the Fund, through MPLI Capital Holdings III, entered into a loan and security agreement, which may be amended from time to time, with a third-party bank for an uncommitted Facility with a maximum availability of $500,000,000. Prior to March 14, 2025, borrowings were repayable no later than November 13, 2026. Effective March 14, 2025, borrowings are repayable no later than March 14, 2028.

Effective December 16, 2022, the Fund, through MPLI Capital Holdings IV, entered into a warehouse credit agreement, which may be amended from time to time, with a third-party bank for a committed Facility with a maximum availability of $500,000,000. Effective March 12, 2024, the Facility was amended and the maximum availability was decreased to $350,000,000. Effective January 15, 2025, this Facility was terminated and outstanding borrowings were paid in full.

As of March 31, 2025, the Fund had $300,000,000 of aggregate borrowings outstanding against the Facilities. For the period ended March 31, 2025, the Fund incurred interest expense of $13,003,255 in connection with the Facilities. Detailed below is summary information concerning the borrowings:

# of Days Outstanding  

Average Daily Balance

 

Annualized Weighted Average Rate

 
  182    

$

391,208,791

     

6.51

%

 

As of March 31, 2025, the Fund was in compliance with the covenants as detailed in each Facility's agreements.

7.  Market Risk

The value of an investment in the Fund is based on the market prices and values of the Fund's investments, which change regularly due to economic and other events that affect markets generally, as well as those that affect particular regions, countries, industries, companies or governments. These events may be sudden and unexpected, and could adversely affect the value and liquidity of the Fund's investments, which may in turn impact the Fund's ability to sell alternative lending securities and/or its ability to repurchase its shares. The risks associated with these developments may be magnified if certain social, political, economic and other conditions and events adversely interrupt the global economy and financial markets. Securities in the Fund's portfolio may underperform due to inflation (or expectations for inflation), interest rates, global demand for


22


ALTERNATIVE INVESTMENT PARTNERS

 

 

AIP Alternative Lending Fund A
Notes to Consolidated Financial Statements (Unaudited)
(continued)

7.  Market Risk (continued)

particular products or resources, natural disasters and extreme weather events, health emergencies (such as epidemics and pandemics), terrorism, regulatory events and governmental or quasi-governmental actions. The occurrence of global events similar to those in recent years, such as terrorist attacks around the world, natural disasters, health emergencies, social and political (including geopolitical) discord and tensions or debt crises and downgrades, among others, may result in market volatility and may have long term effects on both the U.S. and global financial markets. The occurrence of such events may be sudden and unexpected, and it is difficult to predict when similar events affecting the U.S. or global financial markets may occur, the effects that such events may have and the duration of those effects (which may last for extended periods). Any such event(s) could have a significant adverse impact on the value, liquidity and risk profile of the Fund's portfolio, as well as its ability to sell securities and/or meet redemptions. Any such event(s) or similar types of factors and developments may also adversely affect the financial performance of the Fund's investments (and, in turn, the Fund's investment results) and/or negatively impact broad segments of businesses and populations and have a significant and rapid negative impact on the performance of the Fund's investments, and exacerbate preexisting risks to the Fund.

8.  Contractual Obligations

The Fund enters into contracts that contain a variety of indemnifications. The Fund's maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.


23


ALTERNATIVE INVESTMENT PARTNERS

 

 

AIP Alternative Lending Fund A
Notes to Consolidated Financial Statements (Unaudited)
(continued)

9.  Financial Highlights

The following represents per Share data, ratios to average net assets and other financial highlights information for Shareholders.

   

For a share outstanding throughout the:

 
    Six Months
Ended
March 31,
2025
(Unaudited)
  Year Ended
September 30,
2024
  Year Ended
September 30,
2023
  Year Ended
September 30,
2022
  Year Ended
September 30,
2021
  Year Ended
September 30,
2020
 

Net asset value, beginning of period

 

$

915.45

   

$

956.13

   

$

1,033.91

   

$

1,103.69

   

$

1,017.60

   

$

1,019.69

   

From investment operations:

 

Net investment income (loss) (a)

   

88.56

     

192.23

     

204.39

     

164.77

     

151.04

     

199.64

   
Net realized and unrealized
gain (loss) from investments
   

(62.05

)

   

(167.40

)

   

(211.92

)

   

(155.32

)

   

173.48

     

(138.28

)

 
Net increase (decrease) resulting
from investment operations
   

26.51

     

24.83

     

(7.53

)

   

9.45

     

324.52

     

61.36

   

Distributions to shareholders from:

 

Net investment income

   

(32.29

)

   

(18.64

)

   

     

(15.34

)

   

(153.43

)

   

(55.91

)

 

Realized gains

   

     

     

     

     

(85.00

)

   

   

Return of capital

   

     

(46.87

)

   

(70.25

)

   

(63.89

)

   

     

(7.54

)

 

Total distributions to shareholders

   

(32.29

)

   

(65.51

)

   

(70.25

)

   

(79.23

)

   

(238.43

)

   

(63.45

)

 

Net asset value, end of period

 

$

909.67

   

$

915.45

   

$

956.13

   

$

1,033.91

   

$

1,103.69

   

$

1,017.60

   

Total return (b)

   

2.94

%

   

2.75

%

   

(0.76

%)

   

0.80

%

   

33.97

%

   

6.29

%

 

Ratios to average net assets:

 
Total expenses before expense
waivers and reimbursements
   

5.05

%

   

6.00

%

   

5.34

%

   

2.26

%

   

2.18

%

   

3.86

%

 
Total expenses after expense
waivers and reimbursements
   

5.05

%

   

6.00

%

   

5.34

%

   

2.26

%

   

2.18

%

   

3.86

%

 

Net investment income (loss)

   

19.40

% (d)

   

20.63

% (d)

   

20.49

% (d)

   

15.26

% (d)

   

13.19

% (d)

   

19.76

% (d)

 

Portfolio turnover

   

6.74

%

   

2.52

%

   

2.26

%

   

10.80

%

   

60.96

%

   

33.85

%

 

Senior security, end of period (000s)

 

$

300,000

   

$

500,000

   

$

735,000

   

$

500,500

   

$

   

$

225,000

   
Asset coverage per $1,000 of senior
security principal amount (c)
 

$

5,334

   

$

3,978

   

$

3,626

   

$

5,877

   

$

   

$

3,823

   

Net assets, end of period (000s)

 

$

1,300,161

   

$

1,488,980

   

$

1,930,098

   

$

2,440,813

   

$

1,902,659

   

$

635,078

   

(a)  Calculated based on average Shares outstanding during the period.

(b)  Total return assumes a subscription of a Share in the Fund at the beginning of the period indicated, reinvestment of all distributions during the period, and a sale of Shares on the last day of the period.

(c)  Represents asset coverage per $1,000 of indebtedness calculated by subtracting the Fund's liabilities and indebtedness not represented by senior securities from the Fund's total assets, then the result divided by the aggregate amount of the Fund's senior securities representing indebtedness, and multiplying the result by 1,000.

(d)  The Fund's ratio of net investment income (loss) includes incentive fee income. Excluding this item, the ratio of net investment income (loss) would be 18.80% for the six months ended March 31, 2025, and 19.59%, 19.32%, 14.84%, 13.08%, and 19.08% for the years ended September 30, 2024, September 30. 2023, September 30, 2022, September 30, 2021, and September 30, 2020, respectively.

The above ratios and total returns have been calculated for the Shareholders taken as a whole. An individual Shareholder's return and ratios may vary from these returns and ratios due to the timing of Share transactions.


24


ALTERNATIVE INVESTMENT PARTNERS

 

 

AIP Alternative Lending Fund A
Notes to Consolidated Financial Statements (Unaudited)
(continued)

10.  Subsequent Events

Unless otherwise stated throughout the Notes to the Consolidated Financial Statements, the Fund noted no subsequent events that require disclosure in or adjustment to the Consolidated Financial Statements through the date the Consolidated Financial Statements were available to be issued.


25


ALTERNATIVE INVESTMENT PARTNERS

 

 

AIP Alternative Lending Fund A

Proxy Voting Policies and Procedures and Proxy Voting Record (Unaudited)

If applicable, a copy of (1) the Fund's policies and procedures with respect to the voting of proxies relating to the Fund's investments; and (2) how the Fund voted proxies relating to Fund investments during the most recent period ended December 31, is available without charge, upon request, by calling the Fund at 1-888-322-4675. This information is also available on the Securities and Exchange Commission's website at http://www.sec.gov.

Quarterly Portfolio Schedule (Unaudited)

The Fund also files a complete schedule of portfolio holdings with the Securities and Exchange Commission for the Fund's first and third fiscal quarters on Form N-PORT. The Fund's Forms N-PORT are available on the Securities and Exchange Commission's website at http://www.sec.gov and Morgan Stanley's public website, www.morganstanley.com/im/shareholderreports. Once filed, the most recent Form N-PORT will be available without charge, upon request, by calling the Fund at 1-888-322-4675.


26


ALTERNATIVE INVESTMENT PARTNERS

 

 

AIP Alternative Lending Fund A

100 Front Street, Suite 400
West Conshohocken, PA 19428

Trustees

W. Allen Reed, Chairperson of the Board and Trustee
Frank L. Bowman
Frances L. Cashman
Kathleen A. Dennis
Nancy C. Everett
Eddie A. Grier
Richard G. Gould
Jakki L. Haussler
Dr. Manual H. Johnson
Michael F. Klein
Patricia A. Maleski

Officers

John H. Gernon, President and Principal Executive Officer
Christopher Auffenberg, Vice President
Michael J. Key, Vice President
Deidre Downes, Chief Compliance Officer
Francis J. Smith, Treasurer and Principal Financial Officer
Mary E. Mullin, Secretary and Chief Legal Officer

Investment Adviser

Morgan Stanley AIP GP LP
100 Front Street, Suite 400
West Conshohocken, PA 19428

Administrator, Fund Accounting Agent, and Escrow Agent

U.S. Bancorp Fund Services, LLC
615 East Michigan Street
Milwaukee, WI 53202

Custodians

U.S. Bank National Association
1555 North Rivercenter Drive, MK-WI-S302
Milwaukee, WI 53212

Inspira Financial

2001 Spring Road, Suite 700
Oak Brook, IL 60523

Transfer Agent

UMB Fund Services, Inc.
235 W Galena Street
Milwaukee, WI 53212

Independent Registered Public Accounting Firm

Ernst & Young LLP
One Commerce Square
2005 Market Street
Suite 700
Philadelphia, PA 19103

Legal Counsel

Dechert LLP
1095 Avenue of the Americas
New York, New York 10036

Counsel to the Independent Trustees

Morgan, Lewis and Bockius LLP
One State Street
Hartford, CT 06103


27


 

ITEM 2.CODE OF ETHICS. Not applicable to a semi-annual report.

 

ITEM 3.AUDIT COMMITTEE FINANCIAL EXPERT. Not applicable to a semi-annual report.

 

ITEM 4.PRINCIPAL ACCOUNTANT FEES AND SERVICES. Not applicable to a semi-annual report.

 

ITEM 5.AUDIT COMMITTEE OF LISTED REGISTRANTS. Not applicable to the Registrant.

 

ITEM 6.INVESTMENTS.

 

(a)Schedule of Investments. Refer to Item 1.

 

(b)Not applicable.

 

ITEM 7.FINANCIAL STATEMENTS AND FINANCIAL HIGHLIGHTS FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES. Not applicable to the Registrant.

 

ITEM 8.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES. Not applicable to the Registrant.

 

ITEM 9.PROXY DISCLOSURES FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES. Not applicable to the Registrant.

 

ITEM 10.REMUNERATION PAID TO DIRECTORS, OFFICERS, AND OTHERS OF OPEN-END MANAGEMENT INVESTMENT COMPANIES. Not applicable to the Registrant.

 

ITEM 11.STATEMENT REGARDING BASIS FOR APPROVAL OF INVESTMENT ADVISORY CONTRACT. Not applicable to a semi-annual report.

 

3

 

 

ITEM 12.DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not applicable to a semi-annual report.

 

ITEM 13.PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not applicable to a semi-annual report.

 

ITEM 14.PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. Not applicable to the Registrant.

 

ITEM 15.SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

 

There have been no material changes to the procedures by which shareholders may recommend nominee to the Fund’s Board of Trustees since the Fund last provided disclosure in response to this item.

 

ITEM 16.CONTROLS AND PROCEDURES.

 

(a)It is the conclusion of the registrant’s principal executive officer and principal financial officer that the effectiveness of the registrant’s current disclosure controls and procedures (such disclosure controls and procedures having been evaluated within 90 days of the date of this filing) provide reasonable assurance that the information required to be disclosed by the registrant has been recorded, processed, summarized and reported within the time period specified in the Commission’s rules and forms and that the information required to be disclosed by the registrant has been accumulated and communicated to the registrant’s principal executive officer and principal financial officer in order to allow timely decisions regarding required disclosure.

 

(b)There were no changes in the Registrant's internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting.

 

4

 

 

ITEM 17.DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

 

Not applicable to the Registrant.

 

ITEM 18.RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION.

 

Not applicable.

 

ITEM 19.EXHIBITS.

 

(a)

 

(1)Registrant’s Code of Ethics – Not applicable (please see Item 2).

 

(2)Certifications of Principal Executive Officer and Principal Financial Officer are attached to this report as part of EX-99.CERT.

 

5

 

 

SIGNATURES

 

Pursuant to the requirements of the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

AIP ALTERNATIVE LENDING FUND P

 

By:

/s/ John H. Gernon

 
  Name: John H. Gernon  
  Title: President  
  Date: June 6, 2025  

 

Pursuant to the requirements of the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 

By:

/s/ John H. Gernon

 
  Name: John H. Gernon  
  Title: Principal Executive Officer  
  Date: June 6, 2025  

 

By:

/s/ Francis J. Smith

 
  Name: Francis J. Smith  
  Title: Principal Financial Officer  
  Date: June 6, 2025  

 

6

 

ATTACHMENTS / EXHIBITS

EXHIBIT 99.CERT



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