COVER 7 filename7.htm
STROOCK & STROOCK & LAVAN LLP
180 Maiden Lane
New York, New York 10038
July 29, 2016
VIA EDGAR
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention:  Ms. Anu Dubey

Re: A&Q Alternative Fixed-Income Strategies Fund LLC
File Nos. 333-194092 and 811-21117
Dear Ms. Dubey:
On behalf of A&Q Alternative Fixed-Income Strategies Fund LLC (the "Fund"), transmitted for filing with the Securities and Exchange Commission (the "Commission") is Post-Effective Amendment No. 6 (the "Amendment") to the Fund's Registration Statement on Form N-2 under the Securities Act of 1933, as amended (the "Registration Statement") (also constituting Amendment No. 29 to the Fund's Registration Statement on Form N-2 under the Investment Company Act of 1940, as amended).
Accompanying this filing are requests for acceleration, on behalf of the Fund and UBS Financial Services Inc., the Fund's distributor, of the Amendment to Monday, August 1, 2016, or as soon thereafter as practicable.
The Amendment is marked to show changes from the versions of the prospectus and statement of additional information ("SAI") included in Post-Effective Amendment No. 5 to the Fund's Registration Statement ("Amendment No. 5") filed with the Commission on May 27, 2016.  These changes consist of those made in response to comments of the staff (the "Staff") of the Commission relating to Amendment No. 5, that were provided to me by Ms. Anu Dubey of the Staff by telephone on June 28, 2016 and July 26, 2016, as well as various stylistic changes and disclosure clarifications.
Set forth below is a summary of the Staff's comments and the Fund's responses thereto.  For the convenience of the Staff, the comments have been repeated in the headings below, and the Fund's response follows each heading.  Capitalized terms used but not defined herein have the meanings assigned to them in the Amendment.
PROSPECTUS
Cover Pages
Comment 1. Please revise the third bullet under the caption entitled "Risk; Restrictions on Transfer; No Trading Market" to include reference to returns of capital.
Response 1. We propose to revise the disclosure as follows:
The Fund may pay distributions in significant part from sources that may not be available in the future and that are unrelated to the Fund's performance, such as the net proceeds from the sale of Units, returns of capital and borrowings.
Summary of Fund Expenses
Comment 2. Please confirm that the reduction in expenses is in the form of a fee waiver, rather than in the form of an expense limitation.  If the latter, please confirm whether any expenses are excluded from the limitation.
Response 2. The Adviser has contractually agreed, pursuant to a "Fee Waiver Agreement" with the Fund, to waive receipt of 45 basis points of the Advisory Fee until August 1, 2017, such that, until August 1, 2017, the Fund shall pay the Adviser a monthly fee at the annual rate of 1.00% of the Fund's net assets for the month.  The Adviser may discontinue its obligations under the Fee Waiver Agreement at any time in its sole discretion on or after August 1, 2017 upon appropriate notice to the Fund.
The parenthetical in the "Total Annual Expenses" line item has been revised to clarify that the reduction will be in the form of a fee waiver.
Comment 3. Please underline only the Acquired Fund Fees and Expenses and Fee Waiver figures in the fee table.
Response 3. The requested change has been made.
Comment 4. Please explain why the Fund's expense ratio, excluding Acquired Fund Fees and Expenses or effect of the fee waiver, as set forth in the fee table (i.e., 2.56%) differs from the ratio of net expenses to average net assets for the fiscal year ended March 31, 2016, as set forth in the financial highlights table (i.e., 2.86%).
Response 4. Effective July 1, 2016, the Adviser determined to eliminate permanently the 0.30% annual fee it received under the Administration Agreement.  The Adviser received this fee for the fiscal year ended March 31, 2016 and, therefore, it is reflected in the financial highlights table.  The administration fee, however, is not included in the fee table, which is meant to illustrate the expenses and fees that the Fund expects to incur and that investors can expect to bear.
Comment 5. Please revise the expense example, as set forth in the correspondence filed on July 22, 2016, such that the expenses for the 3-, 5- and 10-year periods do not reflect the Adviser's contractual 45 basis point fee waiver.  The Adviser's fee waiver will expire August 1, 2017 and, therefore, it should be reflected only for the 1-year period.
Response 5. The requested change has been made.
Comment 6. Please confirm that the Fund's final amendments to its Schedule TOs will be filed promptly pursuant to Rule 13e-4(c)(4) under the Securities Exchange Act of 1934.
Response 6. The Fund's final amendments to its Schedule TOs will be filed promptly (i.e., as soon as reasonably practicable under the facts and circumstances at the time) pursuant to Rule 13e-4(c)(4) under the Securities Exchange Act of 1934.  The Fund expects that it will file such final amendments within 60 days of each valuation date (i.e., of quarter-end).  Any outstanding final amendments to the Fund's Schedule TOs will be filed next week.
*     *     *     *     *     *     *     *
In addition to the foregoing changes, the Amendment formally incorporates the Fund's audited financial statements for the fiscal year ended March 31, 2016 and summary financial highlights derived therefrom.  A consent from the Fund's auditor, Ernst & Young LLP, is included as an exhibit to the Amendment.  The Amendment also includes certain other updating of Fund financial information, numerical data and disclosure clarifications.
Please be advised that concurrent with the filing of the Amendment, the following additional items are being submitted:
1. A separate letter from the Fund in which the Fund acknowledges that:
   ·
should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, 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 declaring the filing effective, does not relieve the Fund from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
   ·
the Fund may not assert this action as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
2. Requests on behalf of the Fund and UBS Financial Services Inc. seeking acceleration of the effectiveness of the Amendment to Monday, August 1, 2016, or as soon thereafter as practicable.
We hope the Staff finds this letter and the revisions in the prospectus and SAI responsive to the Staff's comments.  Should you have any questions or comments, please feel free to contact me at 212.806.6274 (bgreen@stroock.com) or Gary L. Granik of this office at 212.806.5790 (ggranik@stroock.com).
Very truly yours,

/s/ Brad A. Green
Brad A. Green
cc:  Gary L. Granik

 
A&Q ALTERNATIVE FIXED-INCOME STRATEGIES FUND LLC
c/o UBS Hedge Fund Solutions LLC
600 Washington Boulevard
Stamford, Connecticut 06901

July 29, 2016
Securities and Exchange Commission
Division of Investment Management
100 F Street, N.E.
Washington, D.C. 20549
Attention:  Ms. Anu Dubey
Re: A&Q Alternative Fixed-Income Strategies Fund LLC (the "Fund")
    Post-Effective Amendment No. 6 to Form N-2 Registration Statement
    (File Nos. 333-194092; 811-21117)
Ladies and Gentlemen:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the Fund hereby requests acceleration of the effective date of the above-referenced Amendment to the Fund's Registration Statement on Form N-2 to August 1, 2016, or as soon thereafter as practicable.
Very truly yours,
A&Q ALTERNATIVE FIXED-INCOME STRATEGIES FUND LLC
By:    /s/ Dylan Germishuys
 Name:  Dylan Germishuys
 Title:    Authorized Person
UBS FINANCIAL SERVICES INC.
1285 Avenue of the Americas
New York, New York 10019


July 29, 2016
Securities and Exchange Commission
Division of Investment Management
100 F Street, N.E.
Washington, DC  20549
Attention:  Ms. Anu Dubey

Re:    A&Q Alternative Fixed-Income Strategies Fund LLC (the "Fund")
 Post-Effective Amendment No. 6 to Form N-2 Registration Statement
 (File Nos. 333-194092; 811-21117)

Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, UBS Financial Services Inc., as underwriter, hereby joins the Fund in requesting that the effective date of the above-referenced Amendment to the Fund's Registration Statement be accelerated so that it will be declared effective on August 1, 2016, or as soon thereafter as practicable.
Securities of the Fund are being sold on a best efforts basis.  No preliminary prospectuses have been or will be distributed before the date of effectiveness of the above-referenced Amendment to the Fund's Registration Statement.  Prospective investors will receive final prospectuses.
Sincerely,
UBS FINANCIAL SERVICES INC.
By:    /s/ Anna Gindes
 Name:  Anna Gindes
 Title:    Authorized Person


A&Q ALTERNATIVE FIXED-INCOME STRATEGIES FUND LLC
c/o UBS Hedge Fund Solutions LLC
600 Washington Boulevard
Stamford, Connecticut 06901


July 29, 2016
Securities and Exchange Commission
Division of Investment Management
100 F Street, N.E.
Washington, D.C.  20549
Attention:  Ms. Anu Dubey
Re: A&Q Alternative Fixed-Income Strategies Fund LLC (the "Fund")
File Nos. 333-194092; 811-21117
Ladies and Gentlemen:
At the request of the staff (the "Staff") of the Securities and Exchange Commission (the "Commission"), and in connection with a request for acceleration by the Fund of Post-Effective Amendment No. 6 to its Registration Statement on Form N-2, File No. 333-194092, the undersigned Fund acknowledges the following:
 
should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, 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 declaring the filing effective, does not relieve the Fund from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
     
 
the Fund may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Sincerely,
A&Q ALTERNATIVE FIXED-INCOME STRATEGIES FUND LLC
By:     /s/ Dylan Germishuys
 Name:  Dylan Germishuys
 Title:    Authorized Person