SecProbe.io

JoAnn M. Strasser Thompson Hine LLP 312 Walnut Street 14
th Floor
Cincinnati, Ohio 45202-4089        August 11, 2010   Re: Ladenburg Thalmann Alternative Strategies Fund   File Nos.:  333-168158; 811-22440  Dear Ms. Strasser:   On July 15, 2010, you filed on behalf of Ladenburg Thalmann Alternative Strategies Fund (“Fund”), a closed-end invest ment company, a registration statement on
Form N-2 under the Securities Act of 1933 (“Securities Act”) and the Investment
Company Act of 1940 to regist er common shares of the F und.  We have reviewed the
filing and have the following comments.
Prospectus

1. Cover—Please add a statement descri bing the tendency of closed-end fund
shares to trade at a discount from net asset value and the risk of loss
created for investors purchasing shar es in the initial public offering.  See
Item 1. i. of Form N-2.

2. Prospectus Summary—Expl ain in your response whether the Fund is a
“fund of hedge funds.”  If it is, disclo se any suitability requirements and
how they will be enforced.  In addi tion, disclose whether the Fund will be
exchange traded and the percentage of  the investment funds that will be
unregistered.

3. Prospectus Summary—With respect to the subsidiary, please provide
representations that address the following requirements:

a) Will the Fund look through to the subsidiary regarding diversification,
leverage and concentration?

b) Will the Registrant consolidate the financial statements of the
subsidiary and the Fund?
c) Will the advisory contract comply with Section 15 of the 1940 Act and will it be approved in accordance with Section 15 by the Fund’s Board of Trustees?
d) Will the subsidiary comply with Section 10 and 16 of the 1940 Act?
e) Will the subsidiary submit to insp ection by the Comm ission?  This
could be documented in an undertaking in Part C.
f) Will the subsidiary comply with Section 17g with respect to the
custodial relationships?

4. Prospectus Summary—Investme nt Objective and Policies—

a) Disclose the percentage of Fund assets  that are expected to be invested
in private and publicly traded alternative investment funds.
b) Disclose the types of se curities other than alte rnative investment funds
in which the Fund is expected to invest.
c) The disclosure states that the Fund invests “without restriction as to
issuer capitalization.”  In your re sponse, explain the relevance of
“issuer capitalization” when the Fu nd primarily invests through pooled
vehicles. If this disclosure means that the Fund may invest in pooled
investment funds that focus their investments in small and medium
capitalization companies, please so  specify. If the Fund also may
invest directly in small and medi um capitalization companies, please
so specify.
d) The disclosure states that the Fund will invest up to 25 percent of its
assets in the Subsidiary, which prim arily invests in investment funds
that invest in derivatives, includi ng commodity and financial futures,
commodity-linked notes and swap cont racts.  In your response, please
provide a representation that a majority of the Fund’s assets will be invested, directly and indi rectly, in “securities.”
e) Disclose the percentage of the Fund’ s assets that are expected to be
invested in foreign securities.
f) Disclose the policy of the Fund to inve st in master limited partnerships
and in the energy sector.
g) The disclosure in the summary states that the Fund concentrates investments in the real estate indus try. The disclosure in the summary
under the heading “Investment Fund” states that the Fund is “sector focused” in energy, healthcare, utilit ies, industrials, financial services,
consumer products or technology. Later in the prospectus under “Concentration Risk” the disclosure states that investments “will be concentrated in one or more indus tries within the energy sector.”
Please reconcile the disclosure.

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5. Investment Funds—

a) In your response explain whether a majority of the Fund’s assets
can be invested utilizing a “managed futures” strategy.
b) Disclose that derivative instruments may be used for hedging and
for speculation. See Letter dated July 30, 2010, from Barry Miller
Associate Director, Office of Lega l and Disclosure, Division of
Investment Management to the Investment Company Institute
(“Derivatives Letter”).
c) Set forth the principal derivatives strategies in which the Fund may engage. See Derivatives Letter.

6. REITS—Disclose that the Fund ma y invest in foreign REITS.

7. Summary of Risks—

a) Derivatives Risk—Please specify all types of derivatives in which
the Fund may invest and equate the sp ecific risks associated with each
type of derivative. In addition, de scribe the extent of derivatives
exposure of the Fund. Also, add the risk that the use of derivatives subject to regulation by the Comm odity Futures Trading Commission
(“CFTC”) by underlying investment funds could cause the Fund to be a commodity pool, which would require the Fund to comply with certain rules of the CFTC.

b)  Please add disclosure reflecting the risk of the Fund’s policy of
investing in foreign securities.

c) Management Risk—This section st ates that the Fund may invest
in individual securities.  This is the first mention of this fact.
Please add appropriate disclosure to the investment strategies
section of the summary.

d) Add a section describing the possibility that the Fund could experience two levels of incentive fee payments, at the master limited partnership level and at  the investment fund level.

e) Portfolio Turnover Risk—The disclosure states that the techniques and strategies utilized by the Fund may result in high portfolio
turnover; in the same section th e disclosure states that the
portfolio turnover rate ordinarily will be between 25 % and 75%.
This does not appear to be a high portfolio turnover rate.  Please
reconcile the two statements.

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f) Add risk disclosure reflecting th e Fund’s policy of investing in
mortgage-backed and asset-backed securities.

g) Add risk disclosure reflecti ng the Fund’s status as a non-
diversified investment company.

8. Summary of Fund Expenses—

a) Add “Total Annual Expenses” as a line item under “Acquired
Fund Fees and Expenses.”
b) The last line item in the fee ta ble should read “Total Annual
Expenses (after fee waiver and/or reimbursement).
c) Footnote 2 of the fee table should read “Other Expenses, including
costs and expenses associated with the Fund’s formation and
organization, are based on estimates for the current fiscal year.”
d) In your response, pleas e confirm that the expense limitation and
reimbursement agreement will be in place for at least one year.

9. Use of Proceeds—Please disclose the length of time that is expected to
elapse before the Fund is fully invested.

10. Investment Strategy and Criteria Used in Selecting Alternative Investments—Please translate this section into plain English.  For
example, define the term “fulfillmen t products” and revise references to
“products” and “investment philosophy”  to clarify the meaning of the
terminology. Also, the disclosure states that the adviser may rebalance its
strategies “but will remain  true to its fundamental analysis with respect to
asset class risk over time.”  Does th is mean that the adviser never will
adjust asset class allocat ions? This section appear s to use terminology that
is inconsistent with disclosure elsewhere in the prospectus.  For example, one section of the list of bullet points refers to the “acceptable level of risk
for asset classes” then describes risks that are elsewhere referred to as sector risks.

11. Conflicts of Interest—In your res ponse, please explain how affiliated
accounts with different investment strategies could conflict with each other.

Statement of Additional Information

12. Fundamental Policies—The disclosu re states that the Fund will
concentrate its investments in the real estate industry.  This conflicts with
prospectus disclosure that  states that the Fund will  be concentrated in one
or more industries within the energy sector.

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13. Affiliated Party Brokerage—Explain in your response why this section is
bracketed.

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We note that portions of the filing are incomplete.  We may have additional
comments on such portions when you complete them in a pre-effective amendment, on disclosures made in response to this lette r, on information supplied in your response
letter, or on exhibits added in pre-effective amendments.

When a comment is made in one location, it is considered appli cable to all similar
 disclosure appearing elsewhere in the registration statement.

Response to this letter should be in the form of a pre-effective amendment filed
pursuant to Rule 472 under the Securities Act.   Where no change will be made in the
filing in response to a comment , please indicate this fact in  your response letter and
briefly state the basis for your position.  Where changes are made in response to our comments, provide information regarding the na ture of the change and, if appropriate, the
location of such new or revised disclosure in  the amended filing.  As required by the rule,
please insure that you mark new or revi sed disclosure to indicate changes.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staff to be certain that they have provided all
information investors require for an in formed decision.  Since the Fund and its
management are in possession of all facts re lating to the Fund’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.

In the event the Fund reques ts acceleration of the pending registration statement,
it should furnish a letter, at the tim e of such request, acknowledging that

• the Fund is responsible for the accuracy and adequacy of the
disclosure in the filing;
• should the Commission or the staff, acting pursuant to delegated
authority, declare the filing eff ective, it does not foreclose the
Commission from taking any action with respect to the filing;
• the action of the Commission or the staff, acting pursuant to
delegated authority, in declari ng the filing effective, does not
relieve the Fund from its full re sponsibility for the accuracy and
adequacy of the disclosure in the filing; and
• the Fund may not assert this acti on as a defense in any proceeding
initiated by the Commission or  any person under the federal
securities laws of the United States.

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 6In addition, please be advised that th e Division of Enforcement has access
to all information you provide to the staff of the Division of Investment Management in
connection with our review of your filing or  in response to our comments on your filing.
 We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respec tive responsibilities.
 Should you have any questions regarding this  letter, please contact me at (202)
551-6970.
      S i n c e r e l y ,         M a r y  A .  C o l e       Senior Counsel