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 811-21117
OConnor Fund of Funds: Long/Short Credit Strategies LLC
(formerly, UBS Credit Recovery Fund, L.L.C.)
(Exact name of registrant as specified in charter)
299 Park Avenue, 29th Floor
New York, NY 10171
(Address of principal executive offices) (Zip code)
James M. Hnilo, Esq.
UBS Alternative and Quantitative Investments LLC
One North Wacker Drive, 32nd Floor
Chicago, Illinois 60606
(Name and address of agent for service)
Registrants telephone number, including area code: (312) 525-5000
Date of fiscal year end: December 31
Date of reporting period: December 31, 2011
Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (OMB) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.
Item 1. | Reports to Stockholders. |
The Report to Shareholders is attached herewith.
OCONNOR FUND OF FUNDS: LONG/SHORT CREDIT STRATEGIES LLC
(Formerly UBS Credit Recovery Fund, L.L.C.)
Financial Statements
with Report of Independent Registered Public Accounting Firm
Year Ended
December 31, 2011
OCONNOR FUND OF FUNDS: LONG/SHORT CREDIT STRATEGIES LLC
(Formerly UBS Credit Recovery Fund, L.L.C.)
Financial Statements
with Report of Independent Registered Public Accounting Firm
Year Ended
December 31, 2011
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Ernst & Young LLP 5 Times Square New York, New York 10036-6530
Tel: (212) 773-3000 |
Report of Independent Registered Public Accounting Firm
To the Members and Board of Directors of
OConnor Fund of Funds: Long/Short Credit Strategies LLC
(formerly UBS Credit Recovery Fund, L.L.C.)
We have audited the accompanying statement of assets, liabilities and members capital of OConnor Fund of Funds: Long/Short Credit Strategies, LLC (formerly UBS Credit Recovery Fund, L.L.C.) (the Fund), including the schedule of portfolio investments, as of December 31, 2011, and the related statements of operations and cash flows for the year then ended, the statements of changes in members capital for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Funds management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Funds internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Funds internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and the disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of investments in investment funds as of December 31, 2011, by correspondence with management of the underlying investment funds. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of OConnor Fund of Funds: Long/Short Credit Strategies, LLC (formerly UBS Credit Recovery Fund, L.L.C.) at December 31, 2011, the results of its operations and its cash flows for the year then ended, the changes in its members capital for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.
February 24, 2012
A member firm of Ernst & Young Global Limited
1
OConnor Fund of Funds: Long/Short Credit Strategies LLC (formerly UBS Credit
Recovery Fund, L.L.C.)
Statement of Assets, Liabilities and Members Capital
December 31, 2011
ASSETS |
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Investments in Investment Funds, at fair value (cost $173,109,429) |
$ | 211,302,938 | ||
Investments in other securities, at fair value (cost $187) |
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Cash |
42,623,717 | |||
Receivable from Investment Funds |
106,571,218 | |||
Other assets |
51,030 | |||
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Total Assets |
360,548,903 | |||
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LIABILITIES |
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Unrealized depreciation on foreign currency contracts |
7,818 | |||
Withdrawals payable |
104,397,253 | |||
Investment Management Fee payable |
438,321 | |||
Professional fees payable |
231,749 | |||
Administration fee payable |
99,323 | |||
Management Fee payable |
90,687 | |||
Subscriptions received in advance |
70,000 | |||
Custody fee payable |
2,250 | |||
Other liabilities |
156,991 | |||
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Total Liabilities |
105,494,392 | |||
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Members Capital |
$ | 255,054,511 | ||
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MEMBERS CAPITAL |
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Represented by: |
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Net capital contributions |
$ | 216,869,007 | ||
Accumulated net unrealized appreciation/(depreciation) on investments in Investment Funds, investments in other securities, foreign currency contracts and translations |
38,185,504 | |||
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Members Capital |
$ | 255,054,511 | ||
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The accompanying notes are an integral part of these financial statements.
2
OConnor Fund of Funds: Long/Short Credit Strategies LLC (formerly UBS Credit
Recovery Fund, L.L.C.)
Statement of Operations
Year Ended December 31, 2011
INVESTMENT INCOME |
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Interest |
$ | 4,837 | ||
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Total Investment Income |
4,837 | |||
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EXPENSES |
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Investment Management Fee |
5,433,949 | |||
Management Fee |
1,124,265 | |||
Professional fees |
483,502 | |||
Administration fee |
432,848 | |||
Loan commitment fees |
184,864 | |||
Directors fees |
66,561 | |||
Custody fee |
9,799 | |||
Loan interest |
9,125 | |||
Insurance and other expenses |
216,983 | |||
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Total Expenses |
7,961,896 | |||
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Administration and custody fees waived |
(57,750 | ) | ||
Net Expenses |
7,904,146 | |||
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Net Investment Loss |
(7,899,309 | ) | ||
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NET REALIZED AND UNREALIZED GAIN/(LOSS) FROM INVESTMENTS |
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Net realized gain/(loss) from: |
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Investments in Investment Funds and other securities |
15,425,999 | |||
Foreign currency contracts and transactions |
(388,792 | ) | ||
Net change in unrealized appreciation/depreciation on investments in Investment Funds, investments in other securities, foreign currency contracts and translations |
(22,395,952 | ) | ||
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Net Realized and Unrealized Gain/(Loss) from Investments |
(7,358,745 | ) | ||
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Net Decrease in Members Capital Derived from Operations |
$ | (15,258,054 | ) | |
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The accompanying notes are an integral part of these financial statements.
3
OConnor Fund of Funds: Long/Short Credit Strategies LLC (formerly UBS Credit
Recovery Fund, L.L.C.)
Statements of Changes in Members Capital
Years Ended December 31, 2010 and 2011
Adviser | Members | Total | ||||||||||
Members Capital at January 1, 2010 |
$ | 24,241 | $ | 411,817,215 | $ | 411,841,456 | ||||||
INCREASE (DECREASE) FROM OPERATIONS |
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Pro rata allocation: |
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Net investment income/(loss) |
(146 | ) | (8,979,097 | ) | (8,979,243 | ) | ||||||
Net realized gain/(loss) from investments in Investment Funds and other securities and foreign currency contracts and transactions |
1,219 | 21,926,873 | 21,928,092 | |||||||||
Net change in unrealized appreciation/depreciation on investments in Investment Funds, investments in other securities and foreign currency contracts and translations |
1,413 | 24,993,275 | 24,994,688 | |||||||||
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Net Increase (Decrease) in Members Capital Derived from Operations |
2,486 | 37,941,051 | 37,943,537 | |||||||||
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MEMBERS CAPITAL TRANSACTIONS |
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Members subscriptions |
| 29,971,934 | 29,971,934 | |||||||||
Members withdrawals |
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(111,919,134 | ) | (111,919,134 | ) | |||||
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Net Increase (Decrease) in Members Capital Derived from Capital Transactions |
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(81,947,200 | ) | (81,947,200 | ) | |||||
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Members Capital at December 31, 2010 |
$ | 26,727 | $ | 367,811,066 | $ | 367,837,793 | ||||||
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INCREASE (DECREASE) FROM OPERATIONS |
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Pro rata allocation: |
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Net investment income/(loss) |
(252 | ) | (7,899,057 | ) | (7,899,309 | ) | ||||||
Net realized gain/(loss) from investments in Investment Funds and other securities and foreign currency contracts and transactions |
1,470 | 15,035,737 | 15,037,207 | |||||||||
Net change in unrealized appreciation/depreciation on investments in Investment Funds, investments in other securities, foreign currency contracts and translations |
(3,360 | ) | (22,392,592 | ) | (22,395,952 | ) | ||||||
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Net Increase (Decrease) in Members Capital Derived from Operations |
(2,142 | ) | (15,255,912 | ) | (15,258,054 | ) | ||||||
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MEMBERS CAPITAL TRANSACTIONS |
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Adviser and Members subscriptions |
25,140 | 6,846,885 | 6,872,025 | |||||||||
Members withdrawals |
| (104,397,253 | ) | (104,397,253 | ) | |||||||
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Net Increase (Decrease) in Members Capital Derived from Capital Transactions |
25,140 | (97,550,368 | ) | (97,525,228 | ) | |||||||
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Members Capital at December 31, 2011 |
$ | 49,725 | $ | 255,004,786 | $ | 255,054,511 | ||||||
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The accompanying notes are an integral part of these financial statements.
4
OConnor Fund of Funds: Long/Short Credit Strategies LLC (formerly UBS Credit
Recovery Fund, L.L.C.)
Statement of Cash Flows
Year Ended December 31, 2011
CASH FLOWS FROM OPERATING ACTIVITIES |
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Net decrease in members capital derived from operations |
$ | (15,258,054 | ) | |
Adjustments to reconcile net decrease in members capital derived from operations to net cash provided by operating activities: |
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Purchases of investments in Investment Funds |
(58,000,000 | ) | ||
Proceeds from disposition of investments in Investment Funds and other securities |
179,516,448 | |||
Net realized gain/(loss) from investments in Investment Funds and other securities |
(15,425,999 | ) | ||
Net change in unrealized appreciation/depreciation on investments in Investment Funds, investments in other securities and foreign currency contracts and translations |
22,395,952 | |||
Changes in assets and liabilities: |
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(Increase) decrease in assets: |
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Advanced subscriptions in Investment Funds |
12,000,000 | |||
Interest receivable |
2,080 | |||
Receivable from Investment Funds |
(17,431,809 | ) | ||
Other assets |
17,714 | |||
Increase (decrease) in liabilities: |
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Administration fee payable |
(19,323 | ) | ||
Custody fee payable |
1,200 | |||
Investment Management Fee payable |
(119,752 | ) | ||
Management Fee payable |
(24,776 | ) | ||
Professional fees payable |
57,241 | |||
Other liabilities |
(16,373 | ) | ||
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Net cash provided by operating activities |
107,694,549 | |||
CASH FLOWS FROM FINANCING ACTIVITIES |
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Proceeds from Advisers subscriptions |
25,140 | |||
Proceeds from Members subscriptions, including change in subscriptions received in advance |
5,687,000 | |||
Payments on Members withdrawals, including change in withdrawals payable |
(111,919,134 | ) | ||
Proceeds from loan |
27,000,000 | |||
Principal payment on loan |
(27,000,000 | ) | ||
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Net cash used in financing activities |
(106,206,994 | ) | ||
Net increase in cash |
1,487,555 | |||
Cash-beginning of year |
41,136,162 | |||
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Cash-end of year |
$ | 42,623,717 | ||
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Supplemental disclosure of cash flow information: |
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Interest paid |
$ | 9,125 | ||
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The accompanying notes are an integral part of these financial statements.
5
OConnor Fund of Funds: Long/Short Credit Strategies LLC (formerly UBS Credit
Recovery Fund, L.L.C.)
Financial Highlights
December 31, 2011
The following represents the ratios to average members capital and other supplemental information for all Members, excluding the Adviser, for the periods indicated.
An individual Members ratios and returns may vary from the below based on the timing of capital transactions.
Years Ended December 31, | ||||||||||||||||||||
2011 | 2010 | 2009 | 2008 | 2007 | ||||||||||||||||
Ratio of net investment loss to average members capital a, b |
(2.12%) | (2.03%) | (2.01%) | (1.92%) | (1.93%) | |||||||||||||||
Ratio of gross expenses to average members capital a, b |
2.13% | 2.04% | 2.03% | 2.07% | 2.12% | |||||||||||||||
Ratio of administration and custody fees waived to average members capital a, b, c |
(0.02%) | 0.00% d | 0.00% | 0.00% | 0.00% | |||||||||||||||
Ratio of net expenses to average members capital a, b |
2.11% | 2.04% | 2.03% | 2.07% | 2.12% | |||||||||||||||
Portfolio turnover rate |
17.95% | 16.23% | 23.27% | 33.56% | 4.42% | |||||||||||||||
Total return e |
(4.05%) | 8.67% | 17.16% | (28.77%) | 18.54% | |||||||||||||||
Average debt ratio a |
0.14% | 0.00% | 0.00% | 0.01% | 0.24% | |||||||||||||||
Members capital at end of year (including the Adviser) |
$ | 255,054,511 | $ | 367,837,793 | $ | 411,841,456 | $ | 418,876,644 | $ | 562,791,338 |
a | The average members capital used in the above ratios is calculated using pre-tender members capital, excluding the Adviser. |
b | Ratios of net investment loss and gross/net expenses to average members capital do not include the impact of expenses and incentive allocations or incentive fees related to the underlying Investment Funds. |
c | The administration and custody fees waiver was effective November 1, 2010 through October 31, 2011. Therefore, the ratio of administration and custody fees waived was not applicable for the years ended December 31, 2007 through December 31, 2009. |
d | Less than 0.005%. |
e | Total return assumes a purchase of an interest in the Fund at the beginning of the period and a sale of the Fund interest on the last day of the period noted, and does not reflect the deduction of placement fees, if any, incurred when subscribing to the Fund. |
The accompanying notes are an integral part of these financial statements.
6
OConnor Fund of Funds: Long/Short Credit Strategies LLC (formerly UBS Credit
Recovery Fund, L.L.C.)
Notes to Financial Statements
December 31, 2011
1. | Organization |
OConnor Fund of Funds: Long/Short Credit Strategies LLC (formerly UBS Credit Recovery Fund, L.L.C.) (the Fund) was organized as a limited liability company under the laws of Delaware on April 30, 2002 and commenced operations on August 1, 2002. The Fund is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a closed-end, non-diversified, management investment company. The Funds investment objective is to maximize total return over the long-term. The Fund is a multi-manager fund that seeks to achieve its objective by deploying its assets primarily among a select group of portfolio managers who invest in debt and, to a lesser extent, equity securities (Obligations), to take advantage of market opportunities and pricing inefficiencies between the perceived value of an Obligation and its fair value. Generally, such portfolio managers conduct their investment programs through unregistered investment funds (collectively, the Investment Funds), in which the Fund invests as a limited partner, member or shareholder along with other investors.
The Funds Board of Directors (the Directors) have overall responsibility to manage and control the business affairs of the Fund, including the exclusive authority to oversee and to establish policies regarding the management, conduct and operation of the Funds business.
The Directors have engaged UBS Alternative and Quantitative Investments LLC (UBS A&Q, the Adviser and, when providing services under the Administration Agreement, the Administrator), a Delaware limited liability company, to provide investment advice regarding the selection of Investment Funds and to be responsible for the day-to-day management of the Fund. The Adviser is a wholly owned subsidiary of UBS AG and is registered as an investment adviser under the Investment Advisers Act of 1940, as amended.
Initial and additional applications for interests by eligible investors may be accepted at such times as the Directors may determine and are generally accepted monthly. The Directors reserve the right to reject any application for interests in the Fund.
The Fund from time to time may offer to repurchase interests pursuant to written tenders to members (the Members). These repurchases will be made at such times and on such terms as may be determined by the Directors, in their complete and exclusive discretion. The Adviser expects that it will recommend to the Directors that the Fund offer to repurchase interests once each year, at year-end. Members can only transfer or assign their membership interests or a portion thereof (i) by operation of law pursuant to the death, bankruptcy, insolvency or dissolution of a Member, or (ii) with the written approval of the Directors, which may be withheld in their sole and absolute discretion. Such transfers may be made even if the balance of the capital account to such transferee is equal to or less than the transferors initial capital contribution.
7
OConnor Fund of Funds: Long/Short Credit Strategies LLC (formerly UBS Credit
Recovery Fund, L.L.C.)
Notes to Financial Statements (continued)
December 31, 2011
2. | New Accounting Pronouncements |
In May 2011, the Financial Accounting Standards Board (FASB) issued Codification Accounting Standards Update No. 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (ASU 2011-04). ASU 2011-04 requires disclosure of all transfers between Level 1 and Level 2 of the fair value hierarchy and the reasons for those transfers. In addition, ASU 2011-04 expands the qualitative and quantitative fair value disclosure requirements for fair value measurements categorized in Level 3 of the fair value hierarchy and requires a description of the valuation processes in place and a description of the sensitivity of the fair value to changes in unobservable inputs and interrelationships between those inputs if a change in those inputs would result in a significantly different fair value measurement. ASU 2011-04 is effective for fiscal years beginning after December 15, 2011 and for interim periods within those fiscal years. The adoption of ASU 2011-04 is currently being assessed but is not expected to have a material impact on the Funds financial statements.
3. | Significant Accounting Policies |
a. | Portfolio Valuation |
The Fund values its investments at fair value, in accordance with U.S. generally accepted accounting principles (GAAP), which is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
Various inputs are used in determining the fair value of the Funds investments which are summarized in the three broad levels listed below.
Level 1 quoted prices in active markets for identical securities
Level 2 fair value of investments in Investment Funds with the ability to redeem at net asset value as of the measurement date, or within one year of the measurement date
Level 3 fair value of investments in Investment Funds that do not have the ability to redeem at net asset value within one year of the measurement date
The Fund recognizes transfers into and out of the levels indicated above at the end of the reporting period. All transfers into and out of Level 3 can be found in the Level 3 reconciliation table within the Schedule of Portfolio Investments.
GAAP provides guidance in determining whether there has been a significant decrease in the volume and level of activity for an asset or liability when compared with normal market activity for such asset or liability (or similar assets or liabilities). GAAP also provides guidance on identifying
8
OConnor Fund of Funds: Long/Short Credit Strategies LLC (formerly UBS Credit
Recovery Fund, L.L.C.)
Notes to Financial Statements (continued)
December 31, 2011
3. | Significant Accounting Policies (continued) |
a. | Portfolio Valuation (continued) |
circumstances that indicate a transaction with regards to such an asset or liability is not orderly. In its consideration, the Fund must consider inputs and valuation techniques used for each class of assets and liabilities. Judgment is used to determine the appropriate classes of assets and liabilities for which disclosures about fair value measurements are provided. Fair value measurement disclosures for each class of assets and liabilities requires greater disaggregation than the Funds line items in the Statement of Assets, Liabilities and Members Capital. The Fund determines the appropriate classes for those disclosures on the basis of the nature and risks of the assets and liabilities and their classification in the fair value hierarchy (i.e., Levels 1, 2, and 3).
For assets and liabilities measured at fair value on a recurring basis during the period, the Fund provides quantitative disclosures about the fair value measurements separately for each class of assets and liabilities, as well as a reconciliation of beginning and ending balances of Level 3 assets and liabilities broken down by class.
The following is a summary of the investment strategies and any restrictions on the liquidity provisions of the investments in Investment Funds held in the Fund as of December 31, 2011. Investment Funds with no current redemption restrictions may be subject to future gates, lock-up provisions or other restrictions, in accordance with their offering documents. The Fund had no unfunded capital commitments as of December 31, 2011. Effective June 30, 2011, the Fund used the following categories to classify its Investment Funds.
The Investment Funds in the credit strategy utilize credit analysis to evaluate potential investments and use debt or debt-linked instruments to execute their investment theses. Their approach can be either fundamental, quantitative, or a combination of both. Investment Funds within this strategy are generally subject to 90 - 180 day redemption notice periods. Investment Funds representing approximately 32 percent of the fair value of the investments in this strategy are side pockets, liquidating trusts or private equity positions where the liquidation of assets is expected over the next 12 - 48 months. The remaining approximately 68 percent of the Investment Funds have either initial redemption dates commencing in the future (3 percent) or are available to be redeemed with no restrictions (65 percent), as of the measurement date. Six Investment Funds, with a fair value of $28,348,840, transferred from Level 2 to Level 3 at the measurement date. Two Investment Funds, with a fair value of $24,263,730, transferred from Level 3 to Level 2 at the measurement date. In addition, there was one transfer out of Level 3 investments in the amount of $237,551 that was due to a transfer between a side pocket and a liquid holding during the year ended December 31, 2011.
9
OConnor Fund of Funds: Long/Short Credit Strategies LLC (formerly UBS Credit
Recovery Fund, L.L.C.)
Notes to Financial Statements (continued)
December 31, 2011
3. | Significant Accounting Policies (continued) |
a. | Portfolio Valuation (continued) |
The Investment Funds in the relative value strategy, a broad category, generally encompassing strategies that are non-fundamental and non-directional, and often quantitatively driven. The Investment Funds in this strategy typically use arbitrage to exploit mispricings and other opportunities in various asset classes, geographies, and time horizons. The Investment Funds frequently focus on capturing the spread between two assets, while maintaining neutrality to other factors, such as geography, changes in interest rates, equity market movement, and currencies. Investment Funds within this strategy are generally subject to 90 day redemption notice periods and are available to be redeemed with no restrictions, as of the measurement date.
A detailed depiction of each investment in the portfolio by investment strategy, including any additional liquidity terms and other restrictions, as well as a breakdown of the portfolio into the fair value measurement levels, can be found in the tables within the Schedule of Portfolio Investments.
Net asset value of the Fund is determined by or at the direction of the Adviser as of the close of business at the end of any fiscal period in accordance with the valuation principles set forth below or as may be determined from time to time pursuant to policies established by the Directors. The Funds investments in Investment Funds are subject to the terms and conditions of the respective operating agreements and offering memorandums, as appropriate. The Funds investments in Investment Funds are carried at fair value. All valuations utilize financial information supplied by each Investment Fund and are net of management and performance incentive fees or allocations payable to the Investment Funds managers or pursuant to the Investment Funds agreements. The Funds valuation procedures require the Adviser to consider all relevant information available at the time the Fund values its portfolio. The Adviser has assessed factors including, but not limited to the individual Investment Funds compliance with fair value measurements, price transparency and valuation procedures in place, and subscription and redemption activity. The Adviser and/or the Directors will consider such information and consider whether it is appropriate, in light of all relevant circumstances, to value such a position at its net asset value as reported or whether to adjust such value. The underlying investments of each Investment Fund are accounted for at fair value as described in each Investment Funds financial statements. (See Schedule of Portfolio Investments).
The fair value relating to certain underlying investments of these Investment Funds, for which there is no ready market, has been estimated by the respective Investment Funds management and is based upon available information in the absence of readily ascertainable fair values and does not necessarily represent amounts that might ultimately be realized. Due to the inherent uncertainty of valuation, those estimated fair values may differ significantly from the values that would have been used had a ready market for the investments existed. These differences could be material.
10
OConnor Fund of Funds: Long/Short Credit Strategies LLC (formerly UBS Credit
Recovery Fund, L.L.C.)
Notes to Financial Statements (continued)
December 31, 2011
3. | Significant Accounting Policies (continued) |
a. | Portfolio Valuation (continued) |
It is unknown on an aggregate basis whether the Investment Funds held any investments whereby the Funds proportionate share exceeded 5% of the Funds net assets at December 31, 2011.
The fair value of the Funds assets and liabilities which qualify as financial instruments approximates the carrying amounts presented in the Statement of Assets, Liabilities and Members Capital.
b. | Investment Transactions and Income Recognition |
The Fund accounts for realized gains and losses from Investment Fund transactions based on the pro-rata ratio of the fair value and cost of the underlying investment at the date of redemption. Interest income and expenses are recorded on the accrual basis.
c. | Fund Expenses |
The Fund bears all expenses incurred in its business, including, but not limited to, the following: all costs and expenses related to portfolio transactions and positions for the Funds account; legal fees; accounting and auditing fees; custodial fees; costs of computing the Funds net asset value; costs of insurance; registration expenses; offering and organization costs; due diligence, including travel and related expenses; expenses of meetings of Directors; all costs with respect to communications to Members; and other types of expenses approved by the Directors.
d. | Income Taxes |
The Fund has reclassified $7,899,309 and $15,037,207 from accumulated net investment loss and accumulated net realized gain from investments in Investment Funds and other securities and foreign currency contracts and transactions, respectively, to net capital contributions during the year ended December 31, 2011. The reclassification was to reflect, as an adjustment to net contributions, the amount of estimated taxable income or loss that have been allocated to the Funds Members as of December 31, 2011 and had no effect on members capital.
The Fund files income tax returns in the U.S. federal jurisdiction and applicable states. Management has analyzed the Funds tax positions taken on its federal and state income tax returns for all open tax years, and has concluded that no provision for federal or state income tax is required in the Funds financial statements. The Funds federal and state income tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal
11
OConnor Fund of Funds: Long/Short Credit Strategies LLC (formerly UBS Credit
Recovery Fund, L.L.C.)
Notes to Financial Statements (continued)
December 31, 2011
3. | Significant Accounting Policies (continued) |
d. | Income Taxes (continued) |
Revenue Service and state departments of revenue. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations. For the year ended December 31, 2011, the Fund did not incur any interest or penalties.
Each Member is individually required to report on its own tax return its distributive share of the Funds taxable income or loss.
e. | Cash |
Cash consists of monies held at BNY Mellon (as defined in Note 5). Such cash, at times, may exceed federally insured limits. The Fund has not experienced any losses in such accounts and does not believe it is exposed to any significant credit risk on such accounts.
f. | Use of Estimates |
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in members capital from operations during the reporting period. Actual results could differ from those estimates. Because of the uncertainty of valuation, such estimates may differ significantly from values that would have been used had a ready market existed, and the differences could be material.
4. | Related Party Transactions |
The Adviser provides investment advisory services to the Fund pursuant to an Investment Management Agreement. Pursuant to that agreement, the Fund pays the Adviser a monthly fee (the Investment Management Fee) at the annual rate of 1.45% of the Funds members capital, excluding the capital account attributable to the Adviser.
The Administrator provides certain administrative services to the Fund, including, among other things, providing office space and other support services. In consideration for such services, the Fund pays the Administrator a monthly fee (the Management Fee) at an annual rate of 0.30% of the Funds members capital, excluding the capital account attributable to the Adviser. The Management Fee and Investment Management Fee will be paid to the Adviser out of the Funds
12
OConnor Fund of Funds: Long/Short Credit Strategies LLC (formerly UBS Credit
Recovery Fund, L.L.C.)
Notes to Financial Statements (continued)
December 31, 2011
4. | Related Party Transactions (continued) |
assets and debited against the Members capital accounts, excluding the capital account attributable to the Adviser. A portion of the Investment Management Fee and the Management Fee is paid by UBS A&Q to its affiliates.
UBS Financial Services Inc. (UBS FSI), a wholly-owned subsidiary of UBS Americas, Inc., acts as a placement agent for the Fund, without special compensation from the Fund, and bears its own costs associated with its activities as placement agent. Placement fees, if any, charged on contributions are debited against the contribution amounts, to arrive at a net subscription amount. The placement fee does not constitute assets of the Fund.
The net increase or decrease in members capital derived from operations (net income or loss) is allocated to the capital accounts of all Members on a pro-rata basis, other than the Investment Management Fee and the Management Fee which is similarly allocated to all Members other than the Adviser or Administrator as described above.
Each Director of the Fund receives an annual retainer of $8,250 plus a fee for each meeting attended. The Chairman of the Board of Directors and the Chairman of the Audit Committee of the Board of Directors each receive an additional annual retainer in the amount of $20,000. These additional annual retainer amounts are paid for by the Fund on a pro-rata basis with ten other UBS funds where UBS A&Q is the investment adviser. All Directors are reimbursed by the Fund for all reasonable out of pocket expenses.
Other investment partnerships sponsored by UBS AG or its affiliates may also maintain investment interests in the Investment Funds owned by the Fund.
5. | Administration and Custody Fees |
BNY Mellon Investment Servicing (US) Inc. (BNY Mellon) serves as accounting and investor servicing agent to the Fund and in that capacity provides certain administrative, accounting, record keeping, tax and Member related services. BNY Mellon receives a monthly fee primarily based upon (i) the average members capital of the Fund subject to a minimum monthly fee, and (ii) the aggregate members capital of the Fund and certain other investment funds sponsored or advised by UBS AG, UBS Americas, Inc. or their affiliates. Additionally, the Fund reimburses certain out of pocket expenses incurred by BNY Mellon.
BNY Mellon Investment Servicing Trust Company (the Custodian) provides custodial services for the Fund. The Custodian entered into a service agreement whereby The Bank of New York Mellon provides securities clearance functions, as needed.
13
OConnor Fund of Funds: Long/Short Credit Strategies LLC (formerly UBS Credit
Recovery Fund, L.L.C.)
Notes to Financial Statements (continued)
December 31, 2011
5. | Administration and Custody Fees (continued) |
Effective March 26, 2010, the Custodian and BNY Mellon have agreed to a fee reduction for reimbursement of the Funds line of credit commitment fees (Fee Reduction) for a period of 364 days from November 1, 2010, the effective date of the Funds line of credit agreement with State Street Bank and Trust Company (Initial Term). Based on the methodology within the agreement, the Custodian and BNY Mellon have agreed to waive $69,300 for the Fund over the Initial Term, which expired October 31, 2011. For the year ended December 31, 2011, the Custodian and BNY Mellon waived $6,000 and $51,750, respectively, which is shown in aggregate as administration and custody fees waived on the Statement of Operations.
6. | Loan Payable |
Effective December 16, 2011, the Fund, along with other UBS sponsored funds, entered into a $280,000,000 committed, secured revolving line of credit with State Street Bank and Trust Company, expiring on October 29, 2012. Prior to this date, the Fund, along with other UBS sponsored funds, had entered into a one year, $250,000,000 committed, secured revolving line of credit with State Street Bank and Trust Company expiring on October 29, 2012. The Fund is limited to $69,300,000 (the Borrower Sublimit Amount) of the secured revolving line of credit with a maximum borrowing limit of 15% of the Funds Members Capital. The interest rate on the borrowing is the higher of (a) 1.50% above the Overnight LIBOR Rate and (b) 1.50% above the Federal Funds Rate, in each case as in effect from time to time. There is a commitment fee payable by the Fund, calculated at 35 basis points per annum of the Borrower Sublimit Amount not utilized.
For the year ended December 31, 2011, the Funds average interest rate paid on borrowings was 1.74% per annum and the average borrowings outstanding was $525,000. The Fund did not have any borrowings outstanding at December 31, 2011. Interest expense for the year ended December 31, 2011 was $9,125, of which none was payable at December 31, 2011.
7. | Investments |
As of December 31, 2011, the Fund had investments in Investment Funds, none of which were related parties.
Aggregate purchases and proceeds from sales of investments for the year ended December 31, 2011 amounted to $58,000,000 and $179,516,448, respectively.
The cost of investments for federal income tax purposes is adjusted for items of taxable income allocated to the Fund from the Investment Funds. The allocated taxable income is reported to the
14
OConnor Fund of Funds: Long/Short Credit Strategies LLC (formerly UBS Credit
Recovery Fund, L.L.C.)
Notes to Financial Statements (continued)
December 31, 2011
7. | Investments (continued) |
Fund by the Investment Funds on Schedule K-1. The Fund has not yet received all such Schedule K-1s for the year ended December 31, 2011; therefore, the tax basis of investments for 2011 will not be finalized by the Fund until after the fiscal year end.
The agreements related to investments in Investment Funds provide for compensation to the general partners/managers in the form of management fees of 1.00% to 2.00% (per annum) of net assets and performance incentive fees or allocations of 20.00% of net profits earned. One or more underlying fund investments have entered into a side pocket arrangement. Detailed information about the Investment Funds portfolios is not available.
8. | Financial Instruments with Off-Balance Sheet Risk |
In the normal course of business, the Investment Funds in which the Fund invests trade various financial instruments and enter into various investment activities with off-balance sheet risk. These include, but are not limited to, short selling activities, writing option contracts, contracts for differences, equity swaps, distressed investing, merger arbitrage and convertible arbitrage. The Funds risk of loss in these Investment Funds is limited to the fair value of these investments.
The Fund has entered into a forward foreign currency exchange contract for the purchase or sale of a specific foreign currency at a fixed price on a future date as a hedge against either specific transactions or portfolio positions. The Fund may also purchase and sell forward contracts to seek to increase total return. All commitments are marked-to-market daily at the applicable translation rates and any resulting unrealized gains or losses are recorded in the Funds financial statements. The Fund records realized gains or losses at the time a forward contract is offset by entry into a closing transaction or extinguished by delivery of the currency. Risks may arise upon entering into these contracts from the potential inability of counterparties to meet the terms of their contracts and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar.
The Fund entered into a forward foreign currency exchange contract to hedge against a Euro denominated Investment Fund. The Fund enters into these contracts from time to time to mitigate the foreign currency risks associated with these types of investments.
The Fund is required to present enhanced information in order to provide users of financial statements with an improved degree of transparency and understanding of how and why an entity uses derivative instruments, how derivative instruments are accounted for, and how derivative instruments affect an entitys financial position, results of operations and its cash flows. In order to provide such information to financial statement users, the Fund provides qualitative disclosures about an entitys associated risk exposures, quantitative disclosures about fair value amounts of derivative instruments and the gains and losses from derivative instruments.
15
OConnor Fund of Funds: Long/Short Credit Strategies LLC (formerly UBS Credit
Recovery Fund, L.L.C.)
Notes to Financial Statements (continued)
December 31, 2011
8. | Financial Instruments with Off-Balance Sheet Risk (continued) |
The net realized loss and net change in unrealized gain on forward foreign currency exchange contracts for the year ended December 31, 2011 is ($388,792) and $138,374, respectively, and are included in the net realized gain/(loss) from foreign currency contracts and transactions and net change in unrealized appreciation/depreciation on investments in Investment Funds, investments in other securities, foreign currency contracts and translations and receivables on the Statement of Operations. Unrealized depreciation on foreign currency contracts is included on the Statement of Assets, Liabilities and Members Capital.
The volume of activity of forward foreign currency exchange contracts that is presented in the Schedule of Portfolio Investments is consistent with the derivative activity during the year ended December 31, 2011.
9. | Indemnification |
In the ordinary course of business, the Fund may enter into contracts or agreements that contain indemnifications or warranties. Future events could occur that lead to the execution of these provisions against the Fund. Based on its history and experience, the Fund believes that the likelihood of such an event is remote.
10. | Subsequent Events |
As of December 31, 2011, the Fund had $104,397,253 of withdrawals payable. Subsequent to December 31, 2011, the Fund paid $98,472,544. The remaining amount payable of $5,924,709 is scheduled to be paid in accordance with the terms of the Funds December 31, 2011 tender offer.
16
OConnor Fund of Funds: Long/Short Credit Strategies LLC (formerly UBS Credit Recovery Fund, L.L.C.)
Schedule of Portfolio Investments
December 31, 2011
Investment Fund |
Cost | Fair Value | % of Members Capital |
Realized and Unrealized Gain/(Loss) from Investments |
Initial Acquisition Date |
Liquidity (a) | First Available Redemption (b) |
Dollar Amount of Fair Value for First Available Redemption (b) |
||||||||||||||||||||||
Credit |
||||||||||||||||||||||||||||||
Brevan Howard Credit Catalysts Fund, L.P. (c) |
$ | 13,603,587 | $ | 14,959,209 | 5.87 | $ | 309,226 | 6/1/2010 | Monthly | |||||||||||||||||||||
Brigade Leveraged Capital Structures Fund, L.P. (c) |
10,850,751 | 13,840,316 | 5.43 | 701,002 | 2/1/2008 | Quarterly | ||||||||||||||||||||||||
Camulos Partners, L.P. (d) |
820,394 | 119,881 | 0.05 | (138,012 | ) | 2/1/2006 | N/A | |||||||||||||||||||||||
Canyon Value Realization Fund, L.P., Class A D1-R (e) |
1,649,476 | 2,248,615 | 0.88 | 52,642 | 8/1/2002 | N/A | ||||||||||||||||||||||||
Claren Road Credit Partners, L.P., L Interest payable (e) |
4,070,202 | 8,746,604 | 3.43 | 4,089,695 | 10/1/2006 | N/A | ||||||||||||||||||||||||
Cyrus Opportunities Fund II, L.P. (e) |
456,428 | 697,704 | 0.27 | (55,460 | ) | 8/1/2002 | N/A | |||||||||||||||||||||||
Cyrus Opportunities Fund II, L.P. (d) |
808,225 | 864,392 | 0.34 | 18,210 | 8/1/2002 | N/A | ||||||||||||||||||||||||
European Special Opportunities Fund II, Ltd., Class B (d) |
5,079,750 | 4,386,567 | 1.72 | (837,020 | ) | 2/1/2008 | N/A | |||||||||||||||||||||||
GCA Credit Opportunity Fund, L.L.C. (c) |
21,000,000 | 21,502,783 | 8.43 | 502,783 | 2/1/2011 | Quarterly | ||||||||||||||||||||||||
Harbinger Capital Partners Fund I, L.P., Class L (e) |
118,968 | 466,576 | 0.18 | (40,526 | ) | 8/1/2006 | N/A | |||||||||||||||||||||||
Harbinger Capital Partners Special Situations Fund, L.P. (d) |
4,056,260 | 4,378,613 | 1.72 | (2,318,618 | ) | 8/1/2006 | N/A | |||||||||||||||||||||||
Harbinger Class PE Holdings (US) Trust (e) |
4,269,188 | 2,174,672 | 0.85 | (1,027,491 | ) | 8/1/2002 | N/A | |||||||||||||||||||||||
Highland Credit Strategies Fund, Ltd. (d) |
1,430,154 | * | 3,727,982 | 1.46 | 1,122,076 | 4/1/2006 | N/A | |||||||||||||||||||||||
Highland Crusader Fund, L.P. (d) |
2,524,505 | ** | 8,470,568 | 3.32 | (715,739 | ) | 4/1/2006 | N/A | ||||||||||||||||||||||
Indus Structured Finance Fund, L.P., Class A (d) |
9,382,820 | 5,989,646 | 2.35 | 618,813 | 5/1/2007 | N/A | ||||||||||||||||||||||||
Knighthead Domestic Fund, L.P. (f) |
9,862,054 | 16,157,638 | 6.34 | (600,700 | ) | 6/1/2008 | Quarterly | |||||||||||||||||||||||
Marathon Distressed Subprime Fund, L.P., Class B (d) |
1,410,996 | 2,168,264 | 0.85 | 1,742,032 | 9/1/2007 | N/A | ||||||||||||||||||||||||
Marathon Special Opportunity Fund, L.P. |
5,637,795 | 7,566,361 | 2.97 | (499,466 | ) | 10/1/2002 | Every 24 months |
|||||||||||||||||||||||
Marathon Special Opportunity Fund, L.P. (e) |
4,050,650 | 4,354,669 | 1.71 | (47,361 | ) | 10/1/2002 | N/A | |||||||||||||||||||||||
Marathon Special Opportunity Liquidating Fund, L.P. (d) |
149,650 | 207,960 | 0.08 | 40,483 | 10/1/2002 | N/A | ||||||||||||||||||||||||
Marathon Structured Finance Fund, L.P. (e) |
1,793,346 | 1,413,913 | 0.55 | 96,850 | 11/1/2004 | N/A | ||||||||||||||||||||||||
Marathon Structured Finance Liquidating Fund, L.P. (d) |
845,353 | 1,037,794 | 0.41 | 323,176 | 11/1/2004 | N/A | ||||||||||||||||||||||||
Mariner-Tricadia Credit Strategies Fund, L.P. (c) |
10,000,000 | 9,220,099 | 3.61 | (779,901 | ) | 6/1/2011 | Quarterly | |||||||||||||||||||||||
Monarch Debt Recovery Fund, L.P. (c) |
4,993,143 | 14,210,439 | 5.57 | (2,375 | ) | 10/1/2002 | Anniversary | |||||||||||||||||||||||
Normandy Hill Fund, L.P. (c) |
15,000,000 | 13,697,268 | 5.37 | (963,880 | ) | 4/1/2010 | Anniversary | |||||||||||||||||||||||
Redwood Domestic Fund L.P. (e) |
6,785 | 10,802 | 0.00 | 4,017 | 10/1/2008 | N/A | ||||||||||||||||||||||||
Redwood Domestic Fund, L.P. (c) |
9,993,215 | 16,064,694 | 6.30 | (328,790 | ) | 10/1/2008 | Every 24 months |
|||||||||||||||||||||||
Styx Partners, L.P. (d) |
10,653,036 | 12,141,154 | 4.76 | 754,688 | 8/1/2002 | N/A | ||||||||||||||||||||||||
Warwick European Distressed & Special Situations Credit Fund LP (c) |
7,900,000 | 8,199,036 | 3.21 | 306,914 | 8/1/2010 | Quarterly | 9/30/2012 | 8,199,036 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Credit Subtotal |
$ | 162,416,731 | $ | 199,024,219 | 78.03 | % | $ | 2,327,268 | ||||||||||||||||||||||
Relative Value |
||||||||||||||||||||||||||||||
One William Street Capital Partners, L.P. (c) |
10,692,698 | 12,278,719 | 4.81 | (780,407 | ) | 12/1/2009 | Quarterly | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Relative Value Subtotal |
$ | 10,692,698 | $ | 12,278,719 | 4.81 | % | $ | (780,407 | ) | |||||||||||||||||||||
Euro FX Contracts |
Cost | Unrealized Gain/(Loss |
% of Members Capital |
Realized and Unrealized Gain/(Loss) from Investments |
||||||||||||||||||||||||||
Euro Foreign Currency Forward Contract (g) |
| (7,818 | ) | 0.00 | (250,418 | ) |
The preceding notes are an integral part of these financial statements.
17
OConnor Fund of Funds: Long/Short Credit Strategies LLC (formerly UBS Credit Recovery Fund, L.L.C.)
Schedule of Portfolio Investments (continued)
December 31, 2011
Investment Fund |
Cost | Fair Value | % of Members Capital |
Realized and Unrealized Gain/(Loss) from Investments |
||||||||||||
Other Securities (h) |
187 | | 0.00 | (20,046 | ) | |||||||||||
Redeemed Investment Funds |
| | | (8,635,142 | ) | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | 173,109,616 | $ | 211,295,120 | 82.84 | % | $ | (7,358,745 | ) | |||||||
|
|
|
|
|
|
|
|
(a) | Available frequency of redemptions after the initial lock-up period, if any. Different tranches may have varying liquidity terms. |
(b) | Investment Funds with no dates or amounts are available to be redeemed with no restrictions, as of the measurement date. |
(c) | Investment Funds categorized as Level 2 investments. |
(d) | The Investment Fund is in liquidation. In addition to any redemption proceeds that may have already been received, the Fund will continue to receive proceeds periodically as the Investment Fund liquidates its underlying investments. |
(e) | A portion or all of the Funds interests in the Investment Fund are held in side pockets which have restricted liquidity. |
(f) | The Investment Fund is subject to an investment level gate which allows for the Fund to receive 12.5% of its investment every quarter for 2 years. |
(g) | The current fair value of the Euro sell/USD buy foreign currency forward sale contract open with Morgan Stanley & Co. Incorporated is $(4,929,198) and the value on settlement date of March 31, 2012 is $(4,921,380). |
(h) | Securities received from in-kind distributions from Investment Funds. |
* | The original cost basis of this holding was $13,500,000. During 2008, the Fund recognized a loss of $11,461,776 which was reflected in net realized gain/(loss) from investment in Investment Funds in the Statement of Operations, reducing the cost and value of the holding to $2,038,224. During 2010, the Fund recorded an increase in the value of the holding in the amount of $2,056,411 due to a change in estimate as a result of additional information received regarding the potential recovery value of the holding. At December 31, 2011, the holding was reclassified from a receivable to an investment to better reflect the nature of the holding. During 2011, the Fund received distributions of $1,488,729 and recorded a realized gain of $880,659 and an unrealized gain of $241,417 which are included in the net realized gain/(loss) from investments in Investment Funds and net change in unrealized appreciation/depreciation on investments in Investments Funds, respectively, in the Statement of Operations. |
** | The original cost basis of this holding was $11,500,000. During 2008, the Fund recognized a loss of $8,263,661 which was reflected in net realized gain/(loss) from investment in Investment Funds in the Statement of Operations, reducing the cost and value of the holding to $3,236,339. During 2010, the Fund recorded an increase in the value of the holding in the amount of $8,349,768 due to a change in estimate as a result of additional information received regarding the potential recovery value of the holding. At December 31, 2011, the holding was reclassified from a receivable to an investment to better reflect the nature of the holding. During 2011, the Fund received distributions of $2,399,800 and recorded a realized gain of $1,687,966 and an unrealized loss of $2,403,705 which are included in the net realized gain/(loss) from investments in Investment Funds and net change in unrealized appreciation/depreciation on investments in Investments Funds, respectively, in the Statement of Operations. |
Complete information about the Investment Funds underlying investments is not readily available.
The following is a summary of the inputs used in valuing the Funds investments at fair value. The inputs or methodology used for valuing the Funds investments are not necessarily an indication of the risk associated with investing in those investments. The Funds valuation procedures require evaluation of all relevant factors available at the time the Fund values its portfolio. These relevant factors include the individual Investment Funds compliance with fair value measurements, price transparency and valuation procedures in place, and subscription and redemption activity.
The Funds investments are categorized in three levels as disclosed below. Level 1 discloses the amount of investments where the values of those investments are based upon quoted prices in active markets for identical securities. Level 2 discloses the amount of investments where the Fund has the ability to redeem at net asset value as of the December 31, 2011 measurement date, or within one year of the measurement date. Level 3 discloses the amount of investments where the Fund does not have the ability to redeem at net asset value within one year of the December 31, 2011 measurement date. There were no transfers between Level 1 and Level 2 at December 31, 2011.
The preceding notes are an integral part of these financial statements.
18
OConnor Fund of Funds: Long/Short Credit Strategies LLC (formerly UBS Credit Recovery Fund, L.L.C.)
Schedule of Portfolio Investments (continued)
December 31, 2011
ASSETS TABLE
|
| |||||||||||||||
Description |
Total Fair
Value at December 31, 2011 |
Level 1 | Level 2 | Level 3 | ||||||||||||
Credit |
$ | 199,024,219 | $ | | $ | 111,693,844 | $ | 87,330,375 | ||||||||
Relative Value |
12,278,719 | | 12,278,719 | | ||||||||||||
Other Securities |
| | | | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Assets |
$ | 211,302,938 | $ | | $ | 123,972,563 | $ | 87,330,375 | ||||||||
|
|
|
|
|
|
|
|
LIABILITIES TABLE
|
| |||||||||||||||||
Description |
Total Fair
Value at December 31, 2011 |
Level 1 | Level 2 | Level 3 | ||||||||||||||
Euro FX Contracts |
$ | (7,818 | ) | $ | | $ | (7,818 | ) | $ | | ||||||||
Total Liabilities |
$ | (7,818 | ) | $ | | $ | (7,818 | ) | $ | | ||||||||
|
|
|
|
|
|
|
|
|
The following is a reconciliation of assets in which significant unobservable inputs (Level 3) were used in determining fair value:
Description |
Balance as of December 31, 2010 |
Strategy Reclassification * |
Realized gain / (loss) |
Change in unrealized appreciation / depreciation |
Purchases | Sales | Net transfers in and/or (out) of Level 3 ** |
Balance as of December 31, 2011 |
||||||||||||||||||||||||
Credit |
$ | 15,680,742 | *** | $ | 113,972,343 | $ | (1,771,618 | ) | $ | (1,862,754 | ) | $ | | $ | (42,535,897 | ) | $ | 3,847,559 | $ | 87,330,375 | ||||||||||||
Direct Loans / Structured Finance |
49,121,650 | (49,121,650 | ) | | | | | | | |||||||||||||||||||||||
Distressed Credit |
12,531,703 | (12,531,703 | ) | | | | | | | |||||||||||||||||||||||
Diversified Credit |
52,318,990 | (52,318,990 | ) | | | | | | | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Total |
$ | 129,653,085 | $ | | $ | (1,771,618 | ) | $ | (1,862,754 | ) | $ | | $ | (42,535,897 | ) | $ | 3,847,559 | $ | 87,330,375 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in unrealized appreciation/depreciation on Level 3 assets still held as of December 31, 2011 is $(11,931,391).
* | Effective June 30, 2011, the Funds underlying fund investments were reclassified into new investment strategies. See Note 3a in Notes to Financial Statements for further description of the new investment strategies. |
** | The transfers into and out of Level 3 investments in the amounts of $28,348,840 and $24,263,730, respectively, are due to the liquidity of the underlying Investment Funds in relation to the change in the measurement date from December 31, 2010 to December 31, 2011. The remaining transfer out of Level 3 investments in the amount of $237,551 is due to a transfer between side pocket and liquid holdings during the year ended December 31, 2011 |
*** | Amount is the December 31, 2010 fair values of Highland Credit Strategies Fund, Ltd. and Highland Crusader Fund, L.P., which were previously included in the receivable from Investment Funds balance on the Statement of Assets, Liabilities and Members Capital at December 31, 2010. |
The preceding notes are an integral part of these financial statements.
19
DIRECTORS AND OFFICERS (UNAUDITED)
Information pertaining to the Directors and Officers of the Fund as of December 31, 2011 is set forth below. The statement of additional information (SAI) includes additional information about the Directors and is available without charge, upon request, by calling UBS Alternative and Quantitative Investments LLC (UBS A&Q) at (888) 793-8637.
Name, Age, Address and Position(s) with Funds |
Term of Office and Length of Time Served1 |
Principal Occupation(s) During Past 5 Years |
Number of Portfolios in Fund Complex Overseen by Director2 |
Other Trusteeships/ Director Outside Fund Complex During the Past 5 Years | ||||
INDEPENDENT DIRECTORS | ||||||||
George W. Gowen (82) UBS Alternative and Quantitative Investments LLC 677 Washington Boulevard Stamford, Connecticut 06901 Director |
Term Indefinite Lengthsince Commencement of Operations | Law partner of Dunnington, Bartholow & Miller LLP. | 11 | None | ||||
Stephen H. Penman (65) UBS Alternative and Quantitative Investments LLC 677 Washington Boulevard Stamford, Connecticut 06901 Director |
Term Indefinite Lengthsince July 1, 2004 | Professor of Financial Accounting of the Graduate School of Business, Columbia University. | 11 | None | ||||
Virginia G. Breen (47) UBS Alternative and Quantitative Investments LLC 677 Washington Boulevard Stamford, Connecticut 06901 Director |
Term Indefinite Lengthsince June 27, 2008 | Partner of Chelsea Partners; General Partner of Sienna Ventures; General Partner of Blue Rock Capital, L.P. | 11 | Director of: Modus Link Global Solutions, Inc.; Excelsior Buyout Investors, L.L.C.; UST Global Private Markets Fund, L.L.C.; Jones Lang LaSalle Income Property Trust, Inc. | ||||
INTERESTED DIRECTOR | ||||||||
Meyer Feldberg (69)3 UBS Alternative and Quantitative Investments LLC 677 Washington Boulevard Stamford, Connecticut 06901 Director |
Term Indefinite Lengthsince Commencement of Operations | Dean Emeritus and Professor of Management of the Graduate School of Business, Columbia University; Senior Advisor for Morgan Stanley. | 56 | Director of: Macys, Inc.; Revlon, Inc.; NYC Ballet; SAPPI Ltd. Advisory Director of Welsh Carson Anderson & Stowe. | ||||
OFFICER(S) WHO ARE NOT DIRECTORS | ||||||||
William J. Ferri (45) UBS Alternative and Quantitative Investments LLC 677 Washington Boulevard Stamford, Connecticut 06901 Principal Executive Officer |
Term Indefinite Lengthsince October 1, 2010 | Global Head of UBS Alternative and Quantitative Investments LLC since June 2010. Prior to serving in this role, he was Deputy Global Head of UBS Alternative and Quantitative Investments LLC. | N/A | N/A | ||||
Robert F. Aufenanger (58) UBS Alternative and Quantitative Investments LLC 677 Washington Boulevard Stamford, Connecticut 06901 Principal Accounting Officer |
Term Indefinite Lengthsince May 1, 2007 | Executive Director of UBS Alternative and Quantitative Investments LLC since October 2010. Prior to October 2010, Executive Director of UBS Alternative Investments US from April 2007 to October 2010. Prior to April 2007, Chief Financial Officer and Senior Vice President of Alternative Investments Group of U.S. Trust Corporation from 2003 to 2007. | N/A | N/A |
Name, Age, Address and Position(s) with Funds |
Term of Office and Length of Time Served1 |
Principal Occupation(s) During Past 5 Years |
Number of Complex |
Other Trusteeships/ Director Outside Fund Complex During the Past 5 Years | ||||
Frank S. Pluchino (52) UBS Alternative and Quantitative Investments LLC 677 Washington Boulevard Stamford, Connecticut 06901 Chief Compliance Officer |
Term Indefinite Lengthsince July 19, 2005 | Executive Director of UBS Alternative and Quantitative Investments LLC since October 2010. Prior to October 2010, Executive Director of Compliance of UBS Financial Services Inc. from 2003 to 2010 and Deputy Director of Compliance of UBS Financial Services of Puerto Rico Inc. from October 2006 to October 2010. | N/A | N/A |
1 | The Fund commenced operations on August 1, 2002. |
2 | Of the 56 funds/portfolios in the complex, 45 are advised by an affiliate of UBS A&Q and 11 comprise the registered alternative investment funds advised by UBS A&Q. |
3 | Mr. Feldberg is an interested person of the Fund because he is an affiliated person of a broker-dealer with which the funds advised by UBS A&Q may do business. Mr. Feldberg is not affiliated with UBS Financial Services Inc. or its affiliates. |
Item 2. | Code of Ethics. |
(a) | The registrant, as of the end of the period covered by this report, has adopted a code of ethics that applies to the registrants principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party. The code of ethics may be obtained without charge by calling 212-821-6053. |
(c) | There have been no amendments, during the period covered by this report, to a provision of the code of ethics that applies to the registrants principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, and that relates to any element of the code of ethics. |
(d) | The registrant has not granted any waivers, including an implicit waiver, from a provision of the code of ethics that applies to the registrants principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, that relates to one or more of the items set forth in paragraph (b) of this items instructions. |
Item 3. | Audit Committee Financial Expert. |
As of the end of the period covered by the report, the registrants Board had determined that Professor Stephen Penman, a member of the audit committee of the Board, is the audit committee financial expert and that he is independent, as defined by Item 3 of Form N-CSR.
Item 4. | Principal Accountant Fees and Services. |
Audit Fees
(a) | The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrants annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years are $70,825 in 2011 and $68,100 in 2010. Such audit fees include fees associated with annual audits for providing a report in connection with the registrants report on form N-SAR. |
Audit-Related Fees
(b) | The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrants financial statements and are not reported under paragraph (a) of this Item are $8,700 in 2011 and $8,250 in 2010. Audit related fees principally include fees associated with reviewing and providing comments on semi-annual reports. |
Tax Fees
(c) | The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning are $153,000 in 2011 and $99,000 in 2010. Tax fees include fees for tax compliance services and assisting management in preparation of tax estimates. |
All Other Fees
(d) | The aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item are $0 in 2011 and $0 in 2010. |
(e)(1) | The registrants audit committee pre-approves the principal accountants engagements for audit and non-audit services to the registrant, and certain non-audit services to service Affiliates that are required to be pre-approved, on a case-by-case basis. Pre-approval considerations include whether the proposed services are compatible with maintaining the principal accountants independence. |
(e)(2) | There were no services described in each of paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X, because such services were pre-approved. |
(f) | Not applicable |
(g) | The aggregate non-audit fees billed by the registrants accountant for services rendered to the registrant, and rendered to the registrants investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for each of the last two fiscal years of the registrant was $1.183 million for 2011 and $2.273 million for 2010. |
(h) | The registrants audit committee of the board of directors has considered whether the provision of non-audit services that were rendered to the registrants investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountants independence. |
Item 5. | Audit Committee of Listed registrants. |
Not applicable.
Item 6. | Investments. |
(a) | Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1 of this form. |
(b) | Not applicable. |
Item 7. | Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. |
The Proxy Voting Policies are as follows:
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AIS July 2011 FOR INTERNAL USE ONLY |
UBS ALTERNATIVE AND QUANTITATIVE
INVESTMENTS LLC
PROXY VOTING POLICY
Policy Summary
Underlying our voting and corporate governance policies we have one fundamental objective, to act in the best financial interests of our clients to protect and enhance the long-term value of their investments.
To achieve this objective, we have implemented this Policy, which we believe is reasonably designed to guide our exercise of voting rights and the taking of other appropriate actions, within our ability, and to support and encourage sound corporate governance practice.
Risks Addressed by this Policy
The policy is designed to address the following risks:
| Failure to provided required disclosures for investment advisers and registered investment companies |
| Failure to vote proxies in best interest of clients and funds |
| Failure to identify and address conflicts of interest |
General Policy
The general policy is to vote proxy proposals, amendments, consents or resolutions relating to client securities, including interests in private investment funds, if any, (collectively, proxies), in a manner that serves the best interests of the clients managed by the Registrant, as determined by the Registrant in its discretion, taking into account relevant factors, including, but not limited to:
| the impact on the value of the securities; |
| the anticipated costs and benefits associated with the proposal; |
| the effect on liquidity; |
![]() |
AIS July 2011 FOR INTERNAL USE ONLY |
| impact on redemption or withdrawal rights; |
| the continued or increased availability of portfolio information; and |
| customary industry and business practices. |
General Procedures
Unless clients have reserved voting rights to themselves, UBS Alternative and Quantitative Investments LLC (AQI) will direct the voting of proxies on securities held in their accounts. However, since the holdings in client accounts of AQI are almost exclusively comprised of hedge funds, many of which have non-voting shares, AQI rarely votes proxies. When voting such proxies, AQI Operations Department will consult with the AQI Investment Committee as well as the Legal and Compliance Department regarding the issues of the proxy vote. The Legal and Compliance Department will notify the Operations Department if there are any legal/compliance issues related to the vote. If there are no such issues, the Investment Committee will instruct the Operations Department on how to vote the proxy. The Operations Department will notify the relevant external parties of those instructions and vote in proxy in accordance to the instructions.
In the rare instance that AQI would have an equity security in one of its portfolios that holds a vote, AQI Operations Department will consult with its affiliate, UBS OConnor LLC (OConnor) on how to vote such proxy. In this instance, AQI would follow OConnors Proxy Voting Policy and vote its proxy in accordance to the guidance provided by OConnors Proxy Voting Policy (a copy of which is attached).
AQI has implemented procedures designed to identify whether AQI has a conflict of interest in voting a particular proxy proposal, which may arise as a result of its or its affiliates client relationships, marketing efforts or banking, investment banking and broker-dealer activities. To address such conflicts, AQI has imposed information barriers between it and its affiliates who conduct banking, investment banking and broker-dealer activities. Whenever AQI is aware of a conflict with respect to a particular proxy as determined by the Legal and Compliance Department, such proxy will be reviewed by a group consisting of members from the Operations Department, Investment Committee and Legal and Compliance and the group is required to review and agree to the manner in which such proxy is voted.
Recordkeeping
A record of all votes cast must be maintained in order to permit the SEC registered funds to file timely and accurately Form N-PX and to comply with the recordkeeping requirements of IA Act rule 204-2(e)(1). Additionally the Adviser shall maintain a written record of the method used to resolve a material conflict of interest.
Item 8. | Portfolio Managers of Closed-End Management Investment Companies. |
OCONNOR FUND OF FUNDS: LONG/SHORT CREDIT STRATEGIES LLC
PORTFOLIO MANAGER DISCLOSURE
The Fund is managed by a portfolio management team, each member of which (each, a Portfolio Manager and together, the Portfolio Managers) is responsible for the day-to-day management of the Funds portfolio. Norman E. Sienko, Jr., the lead member of the portfolio management team, is primarily responsible for the selection of the Funds investments, and is jointly responsible for the allocation of the Funds assets among Investment Funds. Russell Sinder, Joseph M. Sciortino and Matthew Woodbury, the other members of the portfolio management team, are jointly and primarily responsible for the allocation of the Funds investments.
Mr. Sienko has served as a Portfolio Manager of the Fund since its inception. He served as head of UBS Alternative Investments US (AI - US) portfolio management group from 1998 to 2010, prior to his group joining UBS Alternative and Quantitative Investments LLC, the Funds investment adviser (the Adviser). He is also currently an Executive Director of the Adviser. Mr. Sinder has been a Portfolio Manager of the Fund since 2007. Mr. Sinder was associated with AI - US from 1998 to 2010, prior to joining the Adviser, and is an Executive Director of the Adviser. Mr. Sciortino joined the portfolio management team in 2007. He was associated with AI - US from December 2006 to October 2010, prior to joining the Adviser, and is a Director of the Adviser. Previously, Mr. Sinder served as Senior Analyst at Lake Partners, Inc. from April 2001 through August 2006. Mr. Woodbury was associated with AI - US from 2008 to 2010, prior to joining the Adviser, and is a Director of the Adviser. Previously, he served as an Analyst at Allianz Hedge Fund Partners, LP (2002-2008) and an Accountant at Arthur Anderson LLP (1999-2002).
The Funds Portfolio Managers manage multiple accounts for the Adviser, including registered closed-end funds and private domestic and offshore pooled investment vehicles.
Potential conflicts of interest may arise because of the Portfolio Managers management of the Fund and other accounts. For example, conflicts of interest may arise with the allocation of investment transactions and allocation of limited investment opportunities. Allocations of investment opportunities generally could raise a potential conflict of interest to the extent that the Portfolio Managers may have an incentive to allocate investments that are expected to increase in value to preferred accounts. Conversely, a Portfolio Manager could favor one account over another in the amount or the sequence in which orders to redeem investments are placed. The Portfolio Managers may be perceived to have a conflict of interest if there are a large number of other accounts, in addition to the Fund, that they are managing on behalf of the Adviser. In addition, each Portfolio Manager could be viewed as having a conflict of interest to the extent that one or more Portfolio Managers have an investment in accounts other than the Fund. The Adviser periodically reviews the Portfolio Managers overall responsibilities to ensure that they are able to allocate the necessary time and resources to effectively manage the Fund.
Other accounts may have investment objectives, strategies and risks that differ from those of the Fund. For these or other reasons, the Portfolio Managers may purchase different investments for the Fund and the other accounts, and the performance of investments purchased for the Fund may vary from the performance of the investments purchased for other accounts. The Portfolio Managers may place transactions on behalf of other accounts that are directly or indirectly contrary to investment decisions made for the Fund, which could have the potential to adversely impact the Fund, depending on market conditions.
A potential conflict of interest may be perceived if the Adviser receives a performance-based advisory fee as to one account but not another, because a Portfolio Manager may favor the account subject to the performance fee, whether or not the performance of that account directly determines the Portfolio Managers compensation.
The Advisers goal is to provide high quality investment services to all of its clients, while meeting its fiduciary obligation to treat all clients fairly. The Adviser has adopted and implemented policies and procedures, including brokerage and trade allocation policies and procedures, that it believes address the conflicts associated with managing multiple accounts for multiple clients. In addition, the Adviser monitors a variety of areas, including compliance with Fund guidelines. Furthermore, senior investment and business personnel of the Adviser periodically review the performance of the Portfolio Managers.
The Portfolio Managers compensation is comprised primarily of a fixed salary and a discretionary bonus paid by the Adviser or its affiliates and not by the Fund. A portion of the discretionary bonus may be paid in shares of stock or stock options of UBS AG, the ultimate parent company of the Adviser, subject to certain vesting periods. The amount of a Portfolio Managers discretionary bonus, and the portion to be paid in shares or stock options of UBS AG, is determined by senior officers of the Adviser. In general, the amount of the bonus will be based on a combination of factors, none of which is necessarily weighted more than any other factor. These factors may include: the overall performance of the Adviser; the overall performance of UBS AG; the profitability to the Adviser derived from the management of the Fund and the other accounts managed by the Adviser; the absolute performance of the Fund and such other accounts for the preceding year; contributions by the Portfolio Manager to assisting in managing the Adviser; participation by the Portfolio Manager in training of personnel; and support by the Portfolio Manager generally to colleagues. The bonus is not based on a precise formula, benchmark or other metric.
The following table lists the number and types of other accounts advised by the Funds Portfolio Managers and approximate assets under management in those accounts as of December 31, 2011.
Norman E. Sienko, Jr.
Registered Investment Companies | Other Pooled Investment Vehicles | Other Accounts | ||||||||
Number of Accounts1 |
Assets Managed |
Number of Accounts2 |
Assets Managed |
Number of Accounts |
Assets Managed | |||||
7 | $1,041,371,731 | 5 | $285,874,863 | 0 | N/A |
Russell Sinder
Registered Investment Companies | Other Pooled Investment Vehicles | Other Accounts | ||||||||
Number of Accounts1 |
Assets Managed |
Number
of Accounts2 |
Assets Managed |
Number of Accounts |
Assets Managed | |||||
6 | $858,475,782 | 5 | $285,874,863 | 0 | N/A |
Joseph M. Sciortino
Registered Investment Companies | Other Pooled Investment Vehicles | Other Accounts | ||||||||
Number of Accounts1 |
Assets Managed |
Number
of Accounts2 |
Assets Managed |
Number of Accounts |
Assets Managed | |||||
6 | $858,475,782 | 5 | $285,874,863 | 0 | N/A |
Matthew Woodbury
Registered Investment Companies | Other Pooled Investment Vehicles | Other Accounts | ||||||||
Number of Accounts1 |
Assets Managed |
Number
of Accounts2 |
Assets Managed |
Number of Accounts |
Assets Managed | |||||
6 | $858,475,782 | 5 | $285,874,863 | 0 | N/A |
1 | Of these accounts, 4 accounts with total assets of approximately $600,221,533 charge performance-based advisory fees. |
2 | Of these accounts, 3 accounts with total assets of approximately $105,842,314 charge performance-based advisory fees. |
None of the Funds Portfolio Managers beneficially own any interests in the Fund.
Item 9. | Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers. |
Not applicable.
Item 10. | Submission of Matters to a Vote of Security Holders. |
There have been no material changes to the procedures by which the shareholders may recommend nominees to the registrants board of directors, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR 229.407) (as required by Item 22(b)(15) of Schedule 14A (17 CFR 240.14a-101)), or this Item.
Item 11. | Controls and Procedures. |
(a) | The registrants principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrants disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the 1940 Act) (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)). |
(b) | There were no changes in the registrants internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the registrants second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting. |
Item 12. | Exhibits. |
(a)(1) | Code of ethics, or any amendment thereto, that is the subject of disclosure required by Item 2 is attached hereto. |
(a)(2) | Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto. |
(a)(3) | Not applicable. |
(b) | Certifications pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(registrant) | OConnor Fund of Funds: Long/Short Credit Strategies LLC (formerly, UBS Credit Recovery Fund, L.L.C.) |
By (Signature and Title)* | /s/ William Ferri | |
William Ferri, Principal Executive Officer | ||
Date: March 2, 2012 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By (Signature and Title)* | /s/ William Ferri | |
William Ferri, Principal Executive Officer | ||
Date: March 2, 2012 | ||
By (Signature and Title)* | /s/ Robert Aufenanger | |
Robert Aufenanger, Principal Financial Officer | ||
Date: March 2, 2012 |
* | Print the name and title of each signing officer under his or her signature. |
Certification Pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act
I, William Ferri, certify that:
1. | I have reviewed this report on Form N-CSR of OConnor Fund of Funds: Long/Short Credit Strategies LLC (formerly, UBS Credit Recovery Fund, L.L.C.); |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize, and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: March 2, 2012 |
/s/ William Ferri | |||||
William Ferri, Principal Executive Officer |
Certification Pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act
I, Robert Aufenanger, certify that:
1. | I have reviewed this report on Form N-CSR of OConnor Fund of Funds: Long/Short Credit Strategies LLC (formerly, UBS Credit Recovery Fund, L.L.C.); |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize, and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: March 2, 2012 |
/s/ Robert Aufenanger | |||||
Robert Aufenanger, Principal Financial Officer |
Certification Pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act
I, William Ferri, Principal Executive Officer of OConnor Fund of Funds: Long/Short Credit Strategies LLC (formerly, UBS Credit Recovery Fund, L.L.C.) (the Registrant), certify that:
1. | The Form N-CSR of the Registrant (the Report) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. |
Date: March 2, 2012 |
/s/ William Ferri | |||||
William Ferri, Principal Executive Officer |
I, Robert Aufenanger, Principal Financial Officer of OConnor Fund of Funds: Long/Short Credit Strategies LLC (formerly, UBS Credit Recovery Fund, L.L.C.) (the Registrant), certify that:
1. | The Form N-CSR of the Registrant (the Report) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. |
Date: March 2, 2012 |
/s/ Robert Aufenanger | |||||
Robert Aufenanger, Principal Financial Officer |
Exhibit-99.CODE ETH
UBSAQ
CODE OF ETHICS FOR PRINCIPAL EXECUTIVE
AND SENIOR FINANCIAL OFFICERS
I. | Covered Officers/Purpose of the Code |
This code of ethics (the Code) for the UBSAQ registered funds (each, a Fund) (Exhibit A) applies to each Funds Principal Executive Officer and Principal Accounting Officer and other persons performing similar functions, each of whom is listed on Exhibit B (the Covered Officers), for the purpose of promoting:
| honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; |
| full, fair, accurate, timely and understandable disclosure in reports and documents that the Fund files with, or submits to, the Securities and Exchange Commission (the SEC) and in other public communications made by the Fund; |
| compliance with applicable laws and governmental rules and regulations; |
| the prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and |
| accountability for adherence to the Code. |
Each Covered Officer should adhere to a high standard of business ethics and should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest.
II. | Covered Officers Should Handle Ethically Actual and Apparent Conflicts of Interest |
OVERVIEW. A conflict of interest occurs when a Covered Officers private interest interferes with the interests of, or his service to, the Fund.
For example, a conflict of interest would arise if a Covered Officer, or a member of his family, receives improper personal benefits as a result of his position with the Fund.
Certain conflicts of interest arise out of the relationships between Covered Officers and the Fund and already are subject to conflict of interest provisions in the Investment Company Act of 1940, as amended (the 1940 Act), and the Investment Advisers Act of 1940, as amended (the Advisers Act). For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with the Fund because of their status as affiliated persons of the Fund. Policies and procedures applicable to the Fund and the Funds investment adviser (collectively, the Adviser) are designed to prevent, or identify and correct, violations of these provisions.
The Code does not, and is not intended to, repeat or replace these programs and procedures, and the circumstances they cover fall outside of the parameters of the Code.
Although typically not presenting an opportunity for improper personal benefit, conflicts arise from, or as a result of, the contractual relationship between the Fund and the Adviser of which the Covered Officers are also officers or employees. As a result, the Code recognizes that the Covered Officers, in the ordinary course of their duties (whether formally for the Fund or for the Adviser, or for both), will be involved in establishing policies and implementing decisions that will have different effects on the Adviser and the Fund. The participation of the Covered Officers in such activities is inherent in the contractual relationship between the Fund and the Adviser and is consistent with the performance by the Covered Officers of their duties as officers of the Fund and, if addressed in conformity with the provisions of the 1940 Act and the Advisers Act, will be deemed to have been handled ethically.
Other conflicts of interest are covered by the Code, even if such conflicts of interest are not subject to provisions in the 1940 Act and the Advisers Act. Covered Officers should keep in mind that the Code cannot cover every possible scenario. The overarching principle of the Code is that the personal interest of a Covered Officer should not be placed improperly before the interest of the Fund.
Each Covered Officer must:
| not use his personal influence or personal relationships improperly to influence investment decisions or financial reporting by the Fund whereby the Covered Officer would benefit personally to the detriment of the Fund; |
| not cause the Fund to take action, or fail to take action, for the individual personal benefit of the Covered Officer rather than the benefit of the Fund; |
| not use material non-public knowledge of portfolio transactions made or contemplated for the Fund to trade personally or cause others to trade personally in contemplation of the market effect of such transactions; and |
| not retaliate against any employee or Covered Officer for reports of potential violations that are made in good faith. |
III. | Disclosure and Compliance |
| Each Covered Officer should familiarize himself with the disclosure requirements generally applicable to the Fund; |
| each Covered Officer should not knowingly misrepresent, or cause others to misrepresent, facts about the Fund to others, whether within or outside the Fund, including to the Funds Board members and auditors, and to governmental regulators and self-regulatory organizations; and |
| each Covered Officer should, to the extent appropriate within his area of responsibility, consult with other officers and employees of the Fund and the Adviser and take other appropriate steps with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Fund files with, or submits to, the SEC and in other public communications made by the Fund; and |
| it is the responsibility of each Covered Officer to promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations. |
IV. | Reporting and Accountability |
Each Covered Officer must:
| upon adoption of the Code (or thereafter, as applicable, upon becoming a Covered Officer), affirm in writing to the Board that he has received, read, and understands the Code; |
| annually thereafter affirm to the Board that he/she has complied with the requirements of the Code; and |
| notify the Chief Compliance Officer or designee, (collectively the CCO) promptly if he/she knows of any violation of the Code. Failure to do so is itself a violation of the Code. |
The CCO is responsible for applying the Code to specific situations in which questions are presented under it and has the authority to interpret the Code in any particular situation. However, approvals, interpretations or waivers sought by any Covered Officer will be considered by a committee designated by the Funds Board (the Committee). In the absence of a designation, the Committee shall be the Board.
The Fund will follow these procedures in investigating and enforcing the Code:
| the CCO will take all appropriate action to investigate any potential violations reported to him; |
| if, after such investigation, the CCO believes that no violation has occurred, the CCO is not required to take any further action; |
| any matter that the CCO believes is a violation will be reported to the Committee; |
| if the Committee determines that a violation has occurred, it will inform and make a recommendation to the Board, which will consider appropriate action, which may include: review of, and appropriate modifications to, applicable policies and procedures; notification to appropriate personnel of the Adviser or its board; or a recommendation to dismiss the Covered Officer; |
| the Committee will be responsible for granting waivers, as appropriate; and |
| any waivers of or amendments to the Code, to the extent required, will be disclosed as provided by SEC rules. |
V. | Other Policies and Procedures |
The Code shall be the sole code of ethics adopted by the Fund for purposes of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules and forms applicable to registered investment companies thereunder. Insofar as other policies and procedures of the Fund, the Adviser, principal underwriter, or other service providers govern or purport to govern the behavior or activities of the Covered Officers who are subject to the Code, they are superseded by the Code to the extent that they overlap or conflict with the provisions of the Code. The Funds, the Advisers codes of ethics under Rule 17j-1 under the 1940 Act and the Advisers additional policies and procedures are separate requirements applying to the Covered Officers and others, and are not part of the Code.
VI. | Amendments |
Except as to Exhibit B, the Code may not be amended except in written form, which is specifically approved or ratified by a majority vote of the Funds Board, including a majority of independent Board members.
VII. | Confidentiality |
All reports and records prepared or maintained pursuant to the Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or the Code, such matters shall not be disclosed to anyone other than the appropriate Funds and their counsel, the appropriate Boards (or Committees) and their counsel and the Adviser.
VIII. | Internal Use |
The Code is intended solely for the internal use by the Fund and does not constitute an admission, by or on behalf of the Fund, as to any fact, circumstance, or legal conclusion.
IX. | CONTROL PROCESS |
INITIAL CONTACT:
Immediately after the Board officially appoints a Covered Officer, the CCO will furnish a copy of this Code to the Covered Officer. The Covered Officer will be required to submit his/her certification (Exhibit C) to the CCO within 10 days of his/her appointment. The certification will be presented to the Board at the next scheduled Board meeting.
ANNUAL:
At the beginning of October the CCO will furnish the certification (Exhibit C) to the Covered Officers and such signed certifications will be presented to the Board at the November Board meeting.
EXHIBIT A
UBSAQ REGISTERED FUNDS
AS OF SEPTEMBER 2010
UBS Credit Recovery Fund, L.L.C.
UBS Equity Opportunity Fund, L.L.C.
UBS Equity Opportunity Fund II, L.L.C.
UBS Eucalyptus Fund, L.L.C.
UBS Event Fund, L.L.C.
UBS Juniper Crossover Fund, L.L.C.
UBS M2 Fund, L.L.C.
UBS Multi-Strat Fund, L.L.C.
UBS Tamarack International Fund, L.L.C.
UBS Technology Partners, L.L.C.
UBS Willow Fund, L.L.C.
EXHIBIT B
LIST OF COVERED OFFICERS
AS OF SEPTEMBER 2010
NAME |
COVERED OFFICER TITLE | |||
William J. Ferri | Principal Executive Officer | |||
Robert Aufenanger | Principal Accounting Officer |
EXHIBIT C
INITIAL AND ANNUAL ACKNOWLEDGEMENT OF RECEIPT OF THE CODE
ACKNOWLEDGEMENT OF RECEIPT OF THE CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS
The undersigned affirms that he/she has received, read, and understands the Code and the requirements set forth therein.
Name: |
Signature: |
| ||||||
Title: |
Date: |
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