0001193125-16-614060.txt : 20160606 0001193125-16-614060.hdr.sgml : 20160606 20160606165134 ACCESSION NUMBER: 0001193125-16-614060 CONFORMED SUBMISSION TYPE: N-CSR PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20160331 FILED AS OF DATE: 20160606 DATE AS OF CHANGE: 20160606 EFFECTIVENESS DATE: 20160606 FILER: COMPANY DATA: COMPANY CONFORMED NAME: A&Q Alternative Fixed-Income Strategies Fund LLC CENTRAL INDEX KEY: 0001174281 IRS NUMBER: 030454045 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: N-CSR SEC ACT: 1940 Act SEC FILE NUMBER: 811-21117 FILM NUMBER: 161699043 BUSINESS ADDRESS: STREET 1: C/O UBS ALT. AND QUANT. INVESTMENTS LLC STREET 2: 677 WASHINGTON BOULEVARD CITY: STAMFORD STATE: DE ZIP: 06901 BUSINESS PHONE: (203) 719-1850 MAIL ADDRESS: STREET 1: C/O UBS ALT. AND QUANT. INVESTMENTS LLC STREET 2: 677 WASHINGTON BOULEVARD CITY: STAMFORD STATE: DE ZIP: 06901 FORMER COMPANY: FORMER CONFORMED NAME: O'Connor Fund of Funds: Alternative Fixed-Income Strategies LLC DATE OF NAME CHANGE: 20140102 FORMER COMPANY: FORMER CONFORMED NAME: O'Connor Fund of Funds: Long/Short Credit Strategies LLC DATE OF NAME CHANGE: 20110210 FORMER COMPANY: FORMER CONFORMED NAME: UBS CREDIT RECOVERY FUND LLC DATE OF NAME CHANGE: 20070223 N-CSR 1 d137467dncsr.htm A&Q ALTERNATIVE FIXED-INCOME STRATEGIES FUND LLC A&Q Alternative Fixed-Income Strategies Fund LLC
     OMB Number:        3235-0570   
     Expires:         January 31, 2017   

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          

A&Q Alternative Fixed-Income Strategies Fund LLC  

(Exact name of registrant as specified in charter)

600 Washington Boulevard

                                         Stamford, Connecticut 06901                                        

(Address of principal executive offices) (Zip code)

Michael Kim

UBS Hedge Fund Solutions LLC

600 Washington Boulevard

                                           Stamford, CT 06901                                           

(Name and address of agent for service)

Registrant’s telephone number, including area code: (203) 719-1428

Date of fiscal year end:  March 31

Date of reporting period:  March 31, 2016

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.


 

A&Q ALTERNATIVE FIXED-INCOME STRATEGIES FUND LLC

Financial Statements

with Report of Independent Registered Public Accounting Firm

Year Ended

March 31, 2016

 

 

 

An exemption under Regulation 4.5 has been obtained from the Commodity Futures Trading Commission for

A&Q Alternative Fixed-Income Strategies Fund LLC


A&Q ALTERNATIVE FIXED-INCOME STRATEGIES FUND LLC

Financial Statements

with Report of Independent Registered Public Accounting Firm

Year Ended

March  31, 2016

Contents

 

Report of Independent Registered Public Accounting Firm

     1   

Statement of Assets and Liabilities

     2   

Statement of Operations

     3   

Statements of Changes in Net Assets

     4   

Statement of Cash Flows

     6   

Financial Highlights

     7   

Notes to Financial Statements

     9   

Schedule of Portfolio Investments

     22   


LOGO

  

Ernst & Young LLP

5 Times Square

New York, NY - 10036      

  

Tel: +1 212 773 3000

Fax: +1 212 773 6350

ey.com

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Investors of

A&Q Alternative Fixed-Income Strategies Fund LLC

We have audited the accompanying statement of assets and liabilities of A&Q Alternative Fixed-Income Strategies Fund LLC (the “Fund”), including the schedule of portfolio investments, as of March 31, 2016, and the related statements of operations and cash flows for the year then ended, the statements of changes in net assets for the year ended March 31, 2016, the period from January 1, 2015 to March 31, 2015 and the year ended December 31, 2014, and the financial highlights for each of the periods indicated therein. These financial statements and financial highlights are the responsibility of the Fund’s 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 Fund’s 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 Fund’s 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 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 March 31, 2016, by correspondence with management of the underlying investment funds or by other appropriate auditing procedures. 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 A&Q Alternative Fixed-Income Strategies Fund LLC at March 31, 2016, the results of its operations and its cash flows for the year then ended, the changes in its net assets for the year ended March 31, 2016, the period from January 1, 2015 to March 31, 2015 and the year ended December 31, 2014, and the financial highlights for each of the periods indicated therein, in conformity with U.S. generally accepted accounting principles.

LOGO

New York, New York

May 25, 2016

A member firm of Ernst & Young Global Limited

 

1


A&Q Alternative Fixed-Income Strategies Fund LLC

Statement of Assets and Liabilities

 

 

March 31, 2016

 

 

 

ASSETS

  

Investments in Investment Funds, at fair value (cost $76,760,048)

   $ 75,666,557   

Cash

     9,213,869   

Receivable from Investment Funds

     7,268,401   

Other assets

     33,417   

Total Assets

     92,182,244   

LIABILITIES

  

Unrealized depreciation on foreign currency contracts

     7,075   

Investors’ redemptions payable

     6,231,594   

Investment Management Fee payable

     452,725   

Tax compliance fees payable

     100,000   

Management Fee payable

     93,667   

Professional fees payable

     83,223   

Administration fee payable

     33,470   

Custody fee payable

     2,400   

Other liabilities

     196,380   

Total Liabilities

     7,200,534   

Net Assets

   $ 84,981,710   

NET ASSETS

  

Represented by:

  

Paid in capital

   $         100,216,398   

Accumulated net realized gain/(loss) from investments in Investment Funds and foreign currency contracts and transactions

     (9,922,314

Accumulated net investment loss

     (4,211,808

Accumulated net unrealized appreciation/(depreciation) on investments in Investment Funds and foreign currency contracts and translations

     (1,100,566

Net Assets

   $ 84,981,710   

Net asset value per Unit (based on 92,960.356 Units outstanding)

   $ 914.17   

 

The accompanying notes are an integral part of these financial statements.

 

2


A&Q Alternative Fixed-Income Strategies Fund LLC

Statement of Operations

 

 

Year Ended March 31, 2016

 

 

 

INVESTMENT INCOME

  

Other income (see Note 2c)

   $                   194,457   

Total Investment Income

     194,457   

EXPENSES

  

Investment Management Fee

     1,506,479   

Professional fees

     496,091   

Management Fee

     311,685   

Tax compliance fees

     300,000   

Administration fee

     106,249   

Officers’ and Directors’ fees

     98,421   

Commitment Fee

     69,967   

Custody fee

     9,557   

Loan interest

     3,051   

Printing, insurance and other expenses

     80,110   

Total Expenses

     2,981,610   

Net Investment Loss

     (2,787,153

NET REALIZED AND UNREALIZED GAIN/(LOSS) FROM INVESTMENTS

  

Net realized gain/(loss) from investments in Investment Funds and foreign currency contracts and transactions

     883,685   

Net change in unrealized appreciation/depreciation on investments in Investment Funds and foreign currency contracts and translations

     (2,436,108

Net Realized and Unrealized Gain/(Loss) from Investments

     (1,552,423

Net Decrease in Net Assets Derived from Operations

   $ (4,339,576

 

The accompanying notes are an integral part of these financial statements.

 

3


A&Q Alternative Fixed-Income Strategies Fund LLC

Statements of Changes in Net Assets

 

 

Year Ended December 31, 2014, Period from January 1, 2015 to March 31, 2015

and Year Ended March 31, 2016

 

      Adviser     Members     Total  

Members’ Capital at January 1, 2014

   $               60,044      $       148,420,250      $       148,480,294   

INCREASE (DECREASE) FROM OPERATIONS

      

Pro rata allocation:

      

Net investment loss

     (582     (3,749,283     (3,749,865

Net realized gain/(loss) from investments in Investment Funds and foreign currency contracts and transactions

     10,724        33,775,703        33,786,427   

Net change in unrealized appreciation/depreciation on investments in Investment Funds and foreign currency contracts and translations

     (8,356     (28,071,543     (28,079,899

Net Increase in Members’ Capital Derived from Operations

     1,786        1,954,877        1,956,663   

MEMBERS’ CAPITAL TRANSACTIONS

      

Members’ subscriptions

            1,655,000        1,655,000   

Members’ withdrawals

            (35,293,297     (35,293,297

Net Decrease in Members’ Capital Derived from Capital Transactions

            (33,638,297     (33,638,297

Members’ Capital at December 31, 2014

   $ 61,830      $ 116,736,830      $ 116,798,660   

Net Assets at January 1, 2015 (see Note 1)

       $ 116,798,660   

INCREASE (DECREASE) IN NET ASSETS DERIVED FROM OPERATIONS

  

 

Net investment loss

         (939,573

Net realized gain/(loss) from investments in Investment Funds and foreign currency contracts and transactions

   

    966,828   

Net change in unrealized appreciation/depreciation on investments in Investment Funds and foreign currency contracts and translations

   

    730,624   

Net Increase in Net Assets Derived from Operations

  

    757,879   

INCREASE (DECREASE) IN NET ASSETS FROM CAPITAL TRANSACTIONS

  

 

Investors’ subscriptions of 94.790 Units

  

    95,000   

Investors’ redemptions of 3,073.085 Units

  

    (3,093,012

Net Decrease in Net Assets Derived from Capital Transactions

  

    (2,998,012

Net Assets at March 31, 2015

  

  $ 114,558,527   

 

The accompanying notes are an integral part of these financial statements.

 

4


A&Q Alternative Fixed-Income Strategies Fund LLC

Statements of Changes in Net Assets (continued)

 

 

Year Ended December 31, 2014, Period from January 1, 2015 to March 31, 2015

and Year Ended March 31, 2016

 

 

 

INCREASE (DECREASE) IN NET ASSETS DERIVED FROM OPERATIONS

  

Net investment loss

   $ (2,787,153

Net realized gain/(loss) from investments in Investment Funds and foreign currency contracts and transactions

     883,685   

Net change in unrealized appreciation/depreciation on investments in Investment Funds and foreign currency contracts and translations

     (2,436,108

Net Decrease in Net Assets Derived from Operations

     (4,339,576

DISTRIBUTIONS TO SHAREHOLDERS (See Note 2e)

     (5,116,965

INCREASE (DECREASE) IN NET ASSETS FROM CAPITAL TRANSACTIONS

  

Investors’ subscriptions of 1,602.282 Units

     1,590,000   

Reinvestment of distributions of 5,140.484 Shares

     4,767,761   

Investors’ redemptions of 27,602.775 Units

     (26,478,037

Net Decrease in Net Assets Derived from Capital Transactions

     (20,120,276

Net Assets at March 31, 2016

   $         84,981,710   

Accumulated net investment loss - March 31, 2015

   $ (939,573

Accumulated net investment loss - March 31, 2016

   $ (4,211,808

The accompanying notes are an integral part of these financial statements.

 

5


A&Q Alternative Fixed-Income Strategies Fund LLC

Statement of Cash Flows

 

 

Year Ended March 31, 2016

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

  

Net decrease in net assets derived from operations

   $ (4,339,576

Adjustments to reconcile net decrease in net assets derived from operations to net cash provided by operating activities:

  

Purchases of investments in Investment Funds

     (21,722,190

Proceeds from disposition of investments in Investment Funds

     52,416,189   

Net realized (gain)/loss from investments in Investment Funds

     (896,265

Net change in unrealized appreciation/depreciation on investments in Investment Funds and foreign currency contracts and translations

     2,436,108   

Changes in assets and liabilities:

  

  (Increase) decrease in assets:

  

Advanced subscriptions in Investment Funds

     5,000,000   

Receivable from Investment Funds

     (369,263

Other assets

     5,660   

  Increase (decrease) in liabilities:

  

Administration fee payable

     17,430   

Custody fee payable

     (4,000

Investment Management Fee payable

     307,624   

Loan interest payable

     (452

Management Fee payable

     63,646   

Professional fees payable

     (88,928

Tax compliance fees payable

     50,000   

Other liabilities

     1,713   

Net cash provided by operating activities

     32,877,696   

CASH FLOWS FROM FINANCING ACTIVITIES

  

Proceeds from investors’ subscriptions, including change in subscriptions received in advance

     625,000   

Distributions paid

     (349,204

Payments on investors’ redemptions, including change in investors’ redemptions payable

     (23,339,458

Proceeds from loan

     2,300,000   

Principal payment on loan

     (4,300,000

Net cash used in financing activities

     (25,063,662

Net increase in cash

     7,814,034   

Cash-beginning of year

     1,399,835   

Cash-end of year

   $                 9,213,869   

Supplemental disclosure of cash flow information:

  

Interest paid

   $ 3,503   

 

The accompanying notes are an integral part of these financial statements.

 

6


A&Q Alternative Fixed-Income Strategies Fund LLC

Financial Highlights

 

 

 

The following represents the ratios to average net assets and other supplemental information for the periods indicated. An individual investor’s ratios and returns may vary from the below based on the timing of capital transactions.

 

           Year Ended March 31,
2016
    

Period from January 1,
2015 to March 31,

2015

 

Per Unit operating performance

     

Net asset value per Unit, beginning

     $1,006.49                $1,000.00          

Gain/(Loss) from investment operations:

     

Net investment income/(loss) a

     (26.71)               (8.09)         

Net realized and unrealized gain (loss) from investments

     (15.12)               14.58          
  

 

 

    

 

 

 

Total gain/(loss) from investment operations

     (41.83)               6.49          
  

 

 

    

 

 

 

Distributions to shareholders

     (50.49)               –              
  

 

 

    

 

 

 

Net asset value per Unit, ending

     $914.17                $1,006.49          
  

 

 

    

 

 

 

 

Per Unit operating performance is not applicable prior to the period from January 1, 2015 to March 31, 2015, in light of the change in the tax classification of the Fund effective January 1, 2015. See Note 1.

 

The accompanying notes are an integral part of these financial statements.

 

7


A&Q Alternative Fixed-Income Strategies Fund LLC

Financial Highlights (continued)

 

 

 

 

           Period from                          
     Year Ended     January 1, 2015                          
     March 31,     to March 31,     Years Ended December 31,  
     2016     2015     2014     2013     2012     2011  

Ratio/Supplemental Data:

            

Ratio of net investment loss to average net assets b, c

     (2.67%     (0.81% d      (2.67%     (2.43%     (2.25%     (2.12%

Ratio of gross expenses to average net assets b, c

     2.86%        0.81%  d      2.68%        2.44%        2.25%        2.13%   

Ratio of net expenses to average net assets b, c

     2.86%        0.81%  d      2.68%        2.44%        2.25%        2.11%   

Portfolio turnover rate

     23.45%        12.87%        39.75%        14.52%        37.29%        17.95%   

Total return e

     (4.23%     0.65%        1.16%        8.32%        7.98%        (4.05%

Net assets at end of period (including the Adviser)

   $ 84,981,710      $ 114,558,527      $ 116,798,660      $ 148,480,294      $ 177,176,232      $ 255,054,511   

 

a

  

Calculated based on the average Units outstanding during the period.

b

  

Ratios to average net assets are calculated based on the average net asset value for the period.

c

  

Ratios of net investment loss and gross/net expenses to average net assets do not include the impact of expenses and incentive allocations or incentive fees incurred by the underlying Investment Funds.

d

  

Not annualized.

e

  

The total return is based on the change in value during the period of a theoretical investment made at the beginning of the period. The change in value of a theoretical investment is measured by comparing the aggregate ending value, adjusted for reinvestment of all dividends and distributions, if any, in accordance with the reinvestment plan. The total return does not reflect any sales charges. Total return for periods less than a full year are not annualized.

 

The accompanying notes are an integral part of these financial statements.

 

8


A&Q Alternative Fixed-Income Strategies Fund LLC

Notes to Financial Statements

 

 

March 31, 2016

 

 

 

1.

Organization

A&Q Alternative Fixed-Income Strategies Fund LLC (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 Fund is commonly referred to as a “fund of funds.” Its investment objective is to maximize total return over the long term. The Fund will seek to achieve its objective principally through the allocation of assets among a select group of alternative asset managers (the “Investment Managers”) and the funds they operate. Investment Managers generally conduct their investment programs through unregistered investment vehicles, such as hedge funds, that have investors, other than the Fund, and in other registered investment companies (collectively, the “Investment Funds”). The Fund normally invests at least 80% of its net assets, plus any borrowings for investment purposes, in Investment Funds that employ primarily fixed-income strategies.

Effective January 1, 2015, the Fund changed its tax classification from a partnership to a regulated investment company within the meaning of Section 851 of the Internal Revenue Code of 1986, as amended (the “RIC Conversion”). In connection with the RIC Conversion, the members of the Fund collectively were issued 116,798.660 units of limited liability company interests of the Fund (the “Units”) at a net asset value (“NAV”) per Unit of $1,000, in exchange for their collective interests in the Fund as of December 31, 2014, totaling $116,798,660 in net assets. In addition, the Fund changed its fiscal year-end from December 31 to March 31 and its tax year-end from December 31 to September 30. The Fund intends to qualify, and will elect to be treated, as a regulated investment company (a “RIC”) under the Internal Revenue Code of 1986, as amended (the “Code”).

Subject to the requirements of the 1940 Act, the business and affairs of the Fund shall be managed under the direction of the Fund’s Board of Directors (the “Board”, with an individual member referred to as a “Director”). The Board shall have the right, power and authority, on behalf of the Fund and in its name, to do all things necessary and proper to carry out its duties under the Fund’s Limited Liability Company Agreement, as amended and restated from time to time. Each Director shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation, and each Director who is not an “interested person” (as defined in the 1940 Act) of the Fund shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an “interested person” of such company. No Director shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Director’s authority as delegated by the Board. The Board may delegate the management of the Fund’s day-to-day operations to one or more officers or other persons (including, without limitation, UBS Hedge Fund Solutions (as defined below)), subject to the investment objective and policies of the Fund and to the oversight of the Board.

 

9


A&Q Alternative Fixed-Income Strategies Fund LLC

Notes to Financial Statements (continued)

 

 

March 31, 2016

 

 

 

1.

Organization (continued)

The Board has engaged UBS Hedge Fund Solutions LLC (formerly UBS Alternative and Quantitative Investments LLC) (“UBS Hedge Fund Solutions”, 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.

Units may be purchased as of the first business day of each month at the Fund’s then current NAV per Unit. The Fund from time to time may offer to repurchase Units pursuant to written tenders by investors. These repurchases will be made at such times and on such terms as may be determined by the Board in its complete and exclusive discretion. The Adviser expects that it will recommend to the Board that the Fund offer to repurchase Units from investors as of the end of each calendar quarter. During the year ended March 31, 2016, 27,602.775 Units were repurchased.

 

2.

Significant Accounting Policies

 

  a.

New Accounting Pronouncement

During August 2014, the Financial Accounting Standards Board (“FASB”) released Accounting Standards Update 2014-15 Presentation of Financial Statements - Going Concern (Subtopic 205-40) (“ASU 2014-15”). ASU 2014-15 requires the Adviser to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued or within one year after the date that the financial statements are available to be issued, when applicable. ASU 2014-15 becomes effective for fiscal periods ending after December 15, 2016; however, early adoption is permitted. The Adviser has elected not to early adopt ASU 2014-15 and is currently considering its effects upon the financial statements.

 

  b.

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.

The Fund uses NAV as its measure of fair value of an investment in an investee when (i) the Fund’s investment does not have a readily determinable fair value and (ii) the NAV of the Investment Fund is calculated in a manner consistent with the measurement principles of investment company accounting, including measurement of the underlying investments at fair value. In evaluating the

 

10


A&Q Alternative Fixed-Income Strategies Fund LLC

Notes to Financial Statements (continued)

 

 

March 31, 2016

 

 

 

2.

Significant Accounting Policies (continued)

 

  b.

Portfolio Valuation (continued)

level at which the fair value measurement of the Fund’s investments have been classified, the Fund has assessed factors including, but not limited to, price transparency, the ability to redeem at NAV at the measurement date and the existence or absence of certain restrictions at the measurement date.

In May 2015, the FASB issued an update on Accounting Standards Codification 820, Fair Value Measurements and Disclosures (“ASC 820”), ASU 2015-07, Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent) (“ASU 2015-07”). Per ASU 2015-07, an investment within the scope of ASC 820, for which fair value is measured using NAV as a practical expedient, should not be categorized within the fair value hierarchy. The update is required for fiscal periods beginning after December 15, 2015, however, earlier adoption is permitted. The Adviser has elected to early adopt ASU 2015-07. Additional disclosures required by ASU 2015-07, including liquidity terms and conditions of the underlying investments, are included in the Schedule of Portfolio Investments. The total fair value of the investments in Investment Funds valued using NAV as a practical expedient is $75,666,557.

The three levels of the fair value hierarchy are as follows:

 

Level 1

  

quoted prices in active markets for identical investments

  

Level 2

  

inputs to the valuation methodology include quotes for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument

  

    

Level 3

  

inputs to the valuation methodology include significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

  

The Fund recognizes transfers into and out of the levels indicated above at the end of the reporting period. There have been no transfers between levels during the reporting period.

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 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 Fund’s line items in the Statement of Assets and Liabilities.

 

11


A&Q Alternative Fixed-Income Strategies Fund LLC

Notes to Financial Statements (continued)

 

 

March 31, 2016

 

 

 

2.

Significant Accounting Policies (continued)

 

  b.

Portfolio Valuation (continued)

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 March 31, 2016. 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 March 31, 2016. The Fund used the following categories to classify its Investment Funds:

The Investment Funds in the credit/income strategy (total fair value of $38,171,746) 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. As of March 31, 2016, the Investment Funds in the credit/income strategy had $22,230,004, representing 58% of the value of the investments in this category, subject to investor level gates and/or lock-ups. Investments representing approximately 25% of the value of the investments in this category cannot be redeemed because the investments include restrictions that do not allow for redemption in the first 12 months after acquisition without paying a fee. The remaining restriction period for these investments ranges from 3-9 months at March 31, 2016.

The other category (total fair value of $8,793,488) contains investment approaches that are outside of the mainstream hedge fund strategies (credit/income, equity hedged, relative value and trading). The category includes other strategies, such as certain private equity and real estate dealings, as well as niche investment approaches including asset-backed lending, insurance-linked securities, direct private lending, factoring, infrastructure investing, viatical/structured settlements, natural resources and weather derivatives. As of March 31, 2016, no Investment Funds in the other strategy were subject to investor level gates or lock-ups. All investments in this category are held in side pockets or are in liquidation; therefore redemption notice periods are no longer effective and the liquidation of assets is uncertain.

The Investment Funds in the relative value strategy (total fair value of $16,289,155), a broad category, generally encompass strategies that are non-fundamental and non-directional, and often quantitatively driven. The Investment Funds in this strategy typically use arbitrage to exploit mispricing 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, to name a few examples. As of March 31, 2016, the Investment Funds in the relative value strategy had $12,156,297, representing 75% of the value of the investments in this category, subject to investor level gates and/or lock-ups. An investment representing approximately 19% of

 

12


A&Q Alternative Fixed-Income Strategies Fund LLC

Notes to Financial Statements (continued)

 

 

March 31, 2016

 

 

 

2.

Significant Accounting Policies (continued)

 

  b.

Portfolio Valuation (continued)

the value of the investments in this category cannot be redeemed because the investment includes a restriction that does not allow for redemptions in the first 12 months after acquisition without paying a fee. The remaining restriction period for this investment is 8 months at March 31, 2016.

The Investment Funds in the trading strategy (total fair value of $12,412,168) are generally top-down in nature and often driven by econometric and macroeconomic research. These Investment Funds may utilize financial instruments, such as foreign exchange, equities, rates, sovereign debt, currencies, and commodities to express a manager’s view. In executing different approaches, managers may use either fundamental or quantitative models or a combination of both. As of March 31, 2016, the Investment Funds in the trading strategy had $3,964,549, representing 32% of the value of the investments in this category, subject to an investor level gate.

A detailed depiction of each investment in the portfolio by investment strategy, including any additional liquidity terms and other restrictions, can be found in the Schedule of Portfolio Investments.

The NAV of the Fund is determined by the Fund’s administrator, under the oversight 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 Board. The Fund’s investments in Investment Funds are subject to the terms and conditions of the respective operating agreements and offering memorandums, as appropriate. The Adviser has adopted procedures pursuant to ASC 820 in which the Fund values its investments in Investment Funds at fair value. Fair value is generally determined utilizing NAVs supplied by, or on behalf of, the Investment Funds’ Investment Managers, which are net of management and incentive fees charged by the Investment Funds. NAVs received by, or on behalf of, the Investment Funds’ Investment Managers are based on the fair value of the Investment Funds’ underlying investments in accordance with the policies established by the Investment Funds. Because of the inherent uncertainty of valuation, the value of the Fund’s investments in the Investment Funds may differ significantly from the value that would have been used had a ready market been available. See Schedule of Portfolio Investments for further information.

The Fund considers foreign currency forward contracts to be Level 2 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

 

13


A&Q Alternative Fixed-Income Strategies Fund LLC

Notes to Financial Statements (continued)

 

 

March 31, 2016

 

 

 

2.

Significant Accounting Policies (continued)

 

  b.

Portfolio Valuation (continued)

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.

It is unknown, on an aggregate basis, whether the Investment Funds held any investments whereby the Fund’s proportionate share exceeded 5% of the Fund’s net assets at March 31, 2016.

The fair value of the Fund’s assets and liabilities which qualify as financial instruments approximates the carrying amounts presented in the Statement of Assets and Liabilities.

 

  c.

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 is recorded on the accrual basis.

In 2008, the Fund’s former investment adviser, UBS Fund Advisor LLC, inaccurately allocated the costs of the insurance premiums (the “premiums”) to the Fund. In analyzing the premiums for 2015, the Adviser concluded that the costs should have been allocated to both the Fund and the Adviser in proportions agreed to by both parties. The Board and the Adviser agreed that the Fund should be repaid for the Adviser’s share of the premiums during the period from 2008-2014, with interest. Included in other income on the Statement of Operations is $190,087 from the repayment of this portion of the premiums and interest by the Adviser. See Note 3 for additional related party transactions.

 

  d.

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 Fund’s account; legal fees; accounting and auditing fees; custodial fees; costs of computing the Fund’s NAV; costs of insurance; registration expenses; interest expense; offering and organization costs; due diligence, including travel and related expenses; expenses of meetings of Directors; all costs with respect to communications to investors; and other types of expenses approved by the Directors. Expenses are recorded on the accrual basis.

 

14


A&Q Alternative Fixed-Income Strategies Fund LLC

Notes to Financial Statements (continued)

 

 

March 31, 2016

 

 

 

2.

Significant Accounting Policies (continued)

 

  e.

Income Taxes

For periods prior to January 1, 2015, the Fund, as a limited liability company, was classified as a partnership for federal tax purposes. Accordingly, no provision for federal income taxes was required.

Effective January 1, 2015, the Fund elected to be treated as a corporation for federal income tax purposes, and it further intends to elect to be treated, and expects each year to qualify, as a RIC under Subchapter M of the Code. For each taxable year that the Fund so qualifies, the Fund will not be subject to federal income tax on that part of its taxable income that it distributes to its investors. Taxable income consists generally of net investment income and net capital gains. The Fund also intends to distribute sufficient net investment income and net capital gains, if any, so that it will not be subject to excise tax on undistributed income and gains, resulting in no provision requirements for federal income or excise taxes. The Fund has a September 30 tax year-end. Unless otherwise indicated, all applicable tax disclosures reflect tax adjusted balances at September 30, 2015.

The Fund will file U.S. federal income and applicable state tax returns. The Adviser will analyze the Fund’s tax positions and will determine if a tax provision for federal or state income tax is required in the Fund’s financial statements. The Fund’s federal and state income tax returns for all open tax years are subject to examination by the Internal Revenue Service and state departments of revenue. The Fund will recognize interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations. For the year ended March 31, 2016, the Fund did not incur any interest or penalties. The Adviser does not believe there are positions for which it is reasonably likely that the total amounts of unrecognized tax liability will significantly change within twelve months of the reporting date.

Permanent book-to-tax basis differences resulted in the reclassification of amounts stated below, between accumulated net investment loss, accumulated net realized loss from investments and paid-in capital reported on the Fund’s Statement of Assets and Liabilities as of March 31, 2016. Such permanent reclassifications are attributable to differences between book and tax reporting of the Fund’s investments which do not affect net assets or NAV per Share values.

 

Accumulated Net

Investment Loss

    

Accumulated Net

Realized Loss

    

Paid in Capital

$700,667      $(7,841,611)      $7,140,944

The tax character of distributions paid to shareholders during the financial statement year ended March 31, 2016 was $1,269,866 of ordinary income and $3,847,099 of long-term capital gains. The Fund did not pay a distribution to shareholders during the financial statement period ended March 31, 2015.

 

15


A&Q Alternative Fixed-Income Strategies Fund LLC

Notes to Financial Statements (continued)

 

 

March 31, 2016

 

 

 

2.

Significant Accounting Policies (continued)

 

  e.

Income Taxes (continued)

The tax basis of distributable earnings as of September 30, 2015 (the Fund’s most recent tax year) shown below represents future distribution requirements that the Fund must satisfy under the income tax regulations.

 

          Qualified Late    Net Unrealized
Undistributed    Undistributed Capital    Year Loss    Appreciation/

Ordinary Income

  

Gains

  

Deferrals*

  

(Depreciation)

$ —    $3,449,829    $(1,608,488)    $(8,787,803)

 

  *

Under federal tax law, qualified late year ordinary and capital losses realized after December 31 and October 31, respectively, may be deferred and treated as occurring on the first day of the following tax year. For the tax year ended September 30, 2015, the Fund incurred a late year ordinary loss of $1,608,488 which it will elect to defer to the tax year ended September 30, 2016.

The federal tax cost of investments is adjusted for taxable income allocated to the Fund from the Investment Funds. The aggregate tax cost of investments at March 31, 2016 is $86,699,828. Investment net tax basis unrealized depreciation was $11,033,271, consisting of $4,761,832 unrealized appreciation and $15,795,103 unrealized depreciation.

The primary reason for differences between the earnings reported above and the federal tax cost of investments, in comparison with the related amounts reported on the Fund’s Statement of Assets and Liabilities as of March 31, 2016, relates to cumulative differences between tax and GAAP financial statement reporting requirements on the portfolio investments.

 

  f.

Cash

Cash consists of monies held at The Bank of New York Mellon (the “Custodian”). 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.

 

  g.

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 net assets 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.

 

16


A&Q Alternative Fixed-Income Strategies Fund LLC

Notes to Financial Statements (continued)

 

 

March 31, 2016

 

 

 

3.

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 Fund’s net assets.

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 Fund’s adjusted net assets determined as of the last day of each month. Adjusted net assets as of any month-end date means the total value of all assets of the Fund, less an amount equal to all accrued debts, liabilities and obligations of the Fund as of such date, and calculated before giving effect to any repurchase of Units on such date.

The Management Fee and Investment Management Fee are computed as of the start of business on the last business day of the period to which each Management Fee and Investment Management Fee relates, after adjustment for any Unit purchases effective on such date, and will be payable in arrears. A portion of the Investment Management Fee and the Management Fee is paid by UBS Hedge Fund Solutions 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.

Effective January 1, 2016, each Director of the Fund receives an annual retainer of $12,500 plus a fee for each meeting attended. The Chairman of the Board and the Chairman of the Audit Committee of the Board 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 along with the seven other registered alternative investment funds advised by UBS Hedge Fund Solutions. All Directors are reimbursed by the Fund for all reasonable out of pocket expenses.

During the year ended March 31, 2016, the Fund paid a portion of the annual compensation of the Fund’s Chief Compliance Officer in the amount of $17,242, which is included in Officers’ and Directors’ fees on the Statement of Operations.

The Fund, along with other funds advised by UBS Hedge Fund Solutions, the Directors and the Adviser, is insured under an insurance policy which protects against claims alleging a wrongful act, error, omission, misstatement, misleading statement, and other items made in error. The annual premiums are allocated to the Adviser and to several UBS funds on a pro-rata basis by members’

 

17


A&Q Alternative Fixed-Income Strategies Fund LLC

Notes to Financial Statements (continued)

 

 

March 31, 2016

 

 

 

3.

Related Party Transactions (continued)

capital. On an annual basis, the Adviser determines the allocation to each fund, and the allocation is then approved by the Board. During the year ended March 31, 2016, the Fund paid $40,509 in insurance fees.

The Fund, along with several other funds advised by UBS Hedge Fund Solutions, is party to a Credit Agreement (see Note 6). On a quarterly basis, the credit provider will charge a fee (the “Commitment Fee”) on the unused portion of the total amount of the Credit Agreement. The Adviser will negotiate the commitment amount with the counter party based on the amount each fund will be expected to borrow at a given time. The Commitment Fee will be allocated to each fund based on the expected borrowing amount which is disclosed within the Credit Agreement. For the year ended March 31, 2016, the Fund incurred a Commitment Fee of $69,967 to the counter party, of which $18,200 was payable at March 31, 2016.

Other investment partnerships sponsored by UBS AG or its affiliates may also maintain investment interests in the Investment Funds owned by the Fund.

 

4.

Administration and Custody Fees

BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon”), as Fund administrator, performs certain additional administrative, accounting, record keeping, tax and investor services for the Fund. BNY Mellon receives a monthly fee primarily based upon (i) the average net assets of the Fund subject to a minimum monthly fee, and (ii) the aggregate net assets 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.

The Custodian has entered into a service agreement whereby it provides custodial services for the Fund.

 

5.

Unit Capital and NAV

The Fund is authorized to issue an unlimited number of Units. The Fund has registered $821,751,879 of Units for sale under its Registration Statement (File No. 333-194092). The Units are being distributed by UBS Financial Services Inc. (together with any other broker or dealer appointed by the Fund as distributor of its Units, the “Distributor”). The Distributor may pay from its own resources compensation to its financial advisers and brokers or dealers in connection with the sale and distribution of the Units or servicing of investors.

 

18


A&Q Alternative Fixed-Income Strategies Fund LLC

Notes to Financial Statements (continued)

 

 

March 31, 2016

 

 

 

5.

Unit Capital and NAV (continued)

Capital unit transactions for outstanding Units in the Fund for the year ended March 31, 2016 are summarized as follows:

 

Outstanding Units
April 1, 2015
  Subscriptions   Reinvestments   Redemptions   Outstanding Units
March 31, 2016
  NAV Per Unit
  113,820.365     1,602.282     5,140.484   (27,602.775)     92,960.356     $914.17

 

6.

Loan Payable

The Fund, along with several other funds advised by UBS Hedge Fund Solutions, is party to a secured Amended and Restated Credit Agreement dated as of September 1, 2015, as amended, supplemented or otherwise modified from time to time, which will terminate on August 30, 2016 unless extended (the “Credit Agreement”). Under the Credit Agreement, the Fund may borrow from time to time on a revolving basis at any time up to $16,000,000 for temporary investment purposes and to meet requests for tenders. Indebtedness outstanding under the Credit Agreement accrues interest at a rate per annum for each day equal to 1.5% plus the higher of the Overnight LIBOR Rate and the Federal Funds Rate for such day (the “Interest Rate”), or at 2% over the Interest Rate during an event of default. There is a Commitment Fee payable by the Fund, calculated at 45 basis points per annum of the line of credit not utilized.

For the year ended March 31, 2016, the Fund’s average interest rate paid on borrowings was 1.63% per annum and the average borrowings outstanding was $186,667. The Fund did not have any borrowings outstanding at March 31, 2016. Interest expense for the year ended March 31, 2016 was $3,051, of which none was payable at March 31, 2016.

 

7.

Investments

As of March 31, 2016, 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 March 31, 2016 amounted to $21,722,190 and $52,416,189, respectively.

The agreements related to investments in Investment Funds provide for compensation to the general partners/managers in the form of management fees of 0.90% to 2.00% (per annum) of net assets and incentive fees or allocations ranging from 0.00% to 20.00% of net profits earned which excludes Highland Credit Strategies Fund, Ltd. that no longer charges management or incentive fees. One or more Investment Funds have entered into a side pocket arrangement. Detailed information about the Investment Funds’ portfolios is not available. Please see the Schedule of Portfolio Investments for further information.

 

19


A&Q Alternative Fixed-Income Strategies Fund LLC

Notes to Financial Statements (continued)

 

 

March 31, 2016

 

 

 

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 Fund’s risk of loss in these Investment Funds is limited to the fair value of these investments.

The Fund may enter 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 Fund’s 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 entity’s 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 entity’s associated risk exposures, quantitative disclosures about fair value amounts of derivative instruments and the gains and losses from derivative instruments.

The net realized loss and net change in unrealized depreciation on forward foreign currency exchange contracts for the year ended March 31, 2016 are $(12,580) and $(5,977), respectively, and are included in the net realized gain/(loss) from investments in Investment Funds and foreign currency contracts and transactions and net change in unrealized appreciation/depreciation on investments in Investment Funds and foreign currency contracts and translations, respectively, on the Statement of Operations.

 

20


A&Q Alternative Fixed-Income Strategies Fund LLC

Notes to Financial Statements (continued)

 

 

March 31, 2016

 

 

 

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

The Adviser has evaluated the impact of all subsequent events on the Fund through the date the financial statements were available to be issued, and has determined that there were no events that required disclosure other than the following:

Subsequent to March 31, 2016, the Fund paid investors’ redemptions payable of $6,231,594 in full on April 28, 2016.

 

21


A&Q Alternative Fixed-Income Strategies Fund LLC

Schedule of Portfolio Investments

 

 

March 31, 2016

 

 

 

Investment Fund

  Geographic
Focus
          Cost                 Fair Value         % of Net
    Assets    
    Initial
Acquisition Date
    Redemption
Frequency (a)
  Redemption
Notice
Period (b)
  First Available
  Redemption Date  
  Dollar Amount of
Fair Value for
First Available
Redemption
 

Credit/Income

                   

400 Capital Credit Opportunities Fund, L.P.

  Global     $   2,998,318            $     2,741,706            3.23    %        1/1/2015      Quarterly   60 days   3/31/2016   (c)   $ 685,427   

Aeolus Property Catastrophe Fund II, L.P.

  Global     5,008,394            5,133,733            6.04                6/1/2013      Custom Dates   93 days   6/30/2016   (d)     (e)   

Bayview Liquid Credit Strategies Offshore, L.P.

  US/Canada     5,000,000            4,616,487            5.43                7/1/2015      Quarterly   65 days   6/30/2016   (c),(f)   $ 1,154,122   

Bybrook Capital Fund Ltd.

  Europe
including UK
    3,750,000            3,628,658            4.27                4/1/2015      Quarterly   65 days   3/31/2016   (c)   $ 907,165   

Caspian Select Credit International, Ltd.

  US/Canada     3,226,036            2,837,367            3.34                3/1/2015      Quarterly   90 days   3/31/2016   (c)   $ 709,342   

Credit Suisse Securitized Products Fund, Ltd.

  US/Canada     3,407,418            3,602,895            4.24                1/1/2015      Quarterly   65 days   3/31/2016   (c)   $ 900,724   

GCA Credit Opportunity Fund, L.L.C.

  US/Canada     3,523,614            4,442,373            5.23                2/1/2011      Quarterly   60 days   3/31/2016     $ 4,442,373   

Kildonan Castle Global Credit Opportunity Fund, LLC

  Global     4,509,131            4,232,429            4.98                8/1/2014      Quarterly   60 days   3/31/2016     $ 4,232,429   

Monarch Debt Recovery Fund, Ltd.

  US/Canada     6,496,565            6,165,850            7.26                1/1/2015      Anniversary   90 days   12/31/2016     $ 6,165,850   

Redwood Domestic Fund, L.P. (Basic Capital)

  Global     275,050            639,614            0.75                10/1/2008      Every 24 months   60 days   9/30/2016     $ 639,614   

Redwood Domestic Fund, L.P. (Special Investment)

  Global     57,343            130,634            0.15                10/1/2008      N/A   N/A   N/A   (g)     N/A   
   

 

 

   

 

 

   

 

 

             

Credit/Income Subtotal

          38,251,869                38,171,746                44.92                       

Other

                   

Cyrus Opportunities Fund II, L.P. (Special Investment)

  US/Canada     456,428            —            0.00                8/1/2002      N/A   N/A   N/A   (g)     N/A   

European Special Opportunities Fund II, Ltd., Class B

  Europe
including UK
    1,967,854            896,666            1.06                2/1/2008      N/A   N/A   N/A   (g)     N/A   

Harbinger Capital Partners Fund I, L.P., Class L

  US/Canada     21,072            110,716            0.13                8/1/2006      N/A   N/A   N/A   (g)     N/A   

Harbinger Capital Partners Special Situations Fund, L.P.

  US/Canada     2,975,112            2,080,587            2.45                8/1/2006      N/A   N/A   N/A   (g)     N/A   

Harbinger Class PE Holdings (US) Trust

  US/Canada     1,785,826            760,605            0.90                8/1/2002      N/A   N/A   N/A   (g)     N/A   

Highland Credit Strategies Fund, Ltd.

  US/Canada     1,021,379            3,020,228            3.55                4/1/2006      N/A   N/A   N/A   (g)     N/A   

Indus Structured Finance Fund, Ltd.

  US/Canada     718,879            462,991            0.54                1/1/2015      N/A   N/A   N/A   (g)     N/A   

Marathon Special Opportunity Fund, L.P.

  Global     1,793,730            1,422,053            1.67                10/1/2002      N/A   N/A   N/A   (g)     N/A   

Marathon Structured Finance Fund, L.P.

  US/Canada     8,734            21,397            0.03                11/1/2004      N/A   N/A   N/A   (g)     N/A   

Marathon Structured Finance Liquidating Fund, L.P.

  US/Canada     2,734            18,245            0.02                11/1/2004      N/A   N/A   N/A   (g)     N/A   
   

 

 

   

 

 

   

 

 

             

Other Subtotal

      10,751,748            8,793,488            10.35                       

 

The preceding notes are an integral part of these financial statements.

 

22


A&Q Alternative Fixed-Income Strategies Fund LLC

Schedule of Portfolio Investments (continued)

 

 

March 31, 2016

 

 

 

Investment Fund

  Geographic
Focus
          Cost                 Fair Value         % of Net
    Assets    
    Initial
Acquisition Date
  Redemption
Frequency (a)
  Redemption
Notice
Period (b)
  First Available
  Redemption Date  
  Dollar Amount of
Fair Value for
First Available
Redemption
 

Relative Value

                   

Field Street Partners, LP

  Global     $ 3,000,000            $ 3,015,117            3.55    %      12/1/2015   Monthly   60 days       11/30/2016   (f)   $ 3,015,117   

Garda Fixed Income Relative Value Opportunity Fund, Ltd. (formerly Black River Fixed Income Relative Value Opportunity Fund, Ltd. )

  Global     4,304,745            4,388,653            5.17              3/1/2015   Quarterly   60 days       3/31/2016   (h)   $ 2,194,327   

Providence MBS Fund, LP

  US/Canada     4,223,678            4,132,858            4.86              2/1/2012   Quarterly   30 days       3/31/2016     $ 4,132,858   

Symmetry International Fund, Ltd.

  US/Japan/
Europe
    4,000,000            4,752,527            5.59              10/1/2014   Quarterly   90 days       3/31/2016   (c)   $ 1,188,132   
   

 

 

   

 

 

   

 

 

             

Relative Value Subtotal

      15,528,423            16,289,155            19.17                       

Trading

                   

Field Street Global Investments US, L.P.

  Global     4,051,967            4,109,668            4.84              1/1/2015   Quarterly   60 days       3/31/2016     $ 4,109,668   

Rokos Global Macro Fund Limited

  Global     4,000,000            3,964,549            4.66              12/1/2015   Monthly   90 days       3/31/2016   (c)   $ 991,137   

Western Asset Macro Opportunities Direct Feeder Fund (Offshore), Ltd.

  Global     4,176,041            4,337,951            5.10              1/1/2015   Daily       3 days    (i)   3/31/2016     $ 4,337,951   
   

 

 

   

 

 

   

 

 

             

Trading Subtotal

      12,228,008            12,412,168            14.60                       
   

 

 

   

 

 

   

 

 

             

Total Investment Funds

      $     76,760,048            $     75,666,557                89.04    %               
   

 

 

   

 

 

   

 

 

             

Forward Contract

      Cost        Fair Value       
 
% of Net
Assets
  
  
           

Euro Foreign Currency Forward Contract (j)

      $ —            $ (7,075)         (0.01)    %               
   

 

 

   

 

 

   

 

 

             

Total forward contracts

      $ —            $ (7,075)         (0.01)    %               
   

 

 

   

 

 

   

 

 

             

 

(a)

Available frequency of redemptions after the initial lock-up period, if any. Different tranches may have varying liquidity terms.

(b)

Unless otherwise noted, the redemption notice periods are shown in calendar days.

(c)

The Investment Fund is subject to an investor level gate of 25%.

(d)

A portion of this holding ($4,802,891) is under lock-up and is not redeemable without paying a fee.

(e)

Generally, the Investment Fund is renewed on the anniversary date each year or paid out within 3 months after the anniversary date. However, if there are insurance claims, the amount and time of payment becomes uncertain and can take years to settle. As of March 31, 2016, the Fund is not aware of any uncertainties related to redemptions.

(f)

This holding is under lock-up and is not redeemable without paying a fee.

(g)

All of the Fund’s interests in the Investment Fund are held in side pockets or are in liquidation and have restricted liquidity. 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.

(h)

The Investment Fund is subject to an investor level gate of 50%.

(i)

The redemption notice period for this Investment Fund is 3 business days.

(j)

The Fund entered into a foreign currency forward contract with Morgan Stanley & Co. Incorporated to buy €788,000 for $880,275 for delivery on June 30, 2016, with a fair value of $(7,075) at the measurement date. The foreign currency forward contract is a Level 2 investment.

Complete information about the Investment Funds’ underlying investments is not readily available.

The Fund’s 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 preceding notes are an integral part of these financial statements.

 

23


DIRECTORS AND OFFICERS (UNAUDITED)

Information pertaining to the Directors and Officers of the Fund as of March 31, 2016 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 Hedge Fund Solutions LLC (“UBS HFS”) at (888) 793-8637.

 

                  Number of      
                  Portfolios in      Other Directorships/
                Fund    Trusteeships Held by
      Term of Office         Complex    Director Outside
Name, Age, Address and    and Length of    Principal Occupation(s)    Overseen    Fund Complex

Position(s) with Funds

 

  

Time Served1

 

  

During Past 5 Years

 

  

by Director2

 

  

During Past 5 Years

 

INDEPENDENT DIRECTORS
         
George W. Gowen (86)    Term —    Law partner of Dunnington,    8    None
c/o UBS HFS    Indefinite    Bartholow & Miller LLP.        
600 Washington Boulevard    Length—since           
Stamford, Connecticut 06901      Commencement             

Director

 

   of Operations               
         
Stephen H. Penman (69)    Term —    Professor of Financial Accounting    8    Member, Board of
c/o UBS HFS    Indefinite    of the Graduate School of Business,       Advisors, Boston
600 Washington Boulevard    Length—since    Columbia University; Chief       Harbor Investment
Stamford, Connecticut 06901    Jul. 1, 2004    Investment Advisor, Segesta       Management, LLC.

Director

 

        Advisors AG, Zurich.          
         
Virginia G. Breen (51)    Term —    Partner of Chelsea Partners (2011-    8    Director of: the
c/o UBS HFS    Indefinite    present); General Partner of Sienna       Neuberger Berman
600 Washington Boulevard    Length—since    Ventures (2002-2011); General       Private Equity
Stamford, Connecticut 06901    Jun. 27, 2008    Partner of Blue Rock Capital, L.P.       Registered Funds (7
Director       (1995-2011).      

funds); certain funds in the Calamos Fund Complex (28 portfolios); Jones Lang LaSalle Income Property Trust, Inc.

 

INTERESTED DIRECTOR
         
Meyer Feldberg (74)3    Term —    Dean Emeritus and Professor of    67    Director of: Macy’s,
c/o UBS HFS    Indefinite    Management of the Graduate School       Inc.; Revlon, Inc.; NYC
600 Washington Boulevard    Length—since    of Business, Columbia University;       Ballet; SAPPI Ltd.
Stamford, Connecticut 06901    Commencement    Senior Advisor for Morgan Stanley.       Advisory Director of
Chairman and Director    of Operations         

Welsh Carson Anderson & Stowe.

 

OFFICER(S) WHO ARE NOT DIRECTORS
         
William J. Ferri (49)    Term —    Global Head of UBS HFS since    N/A    N/A
UBS HFS    Indefinite    June 2010. Prior to serving in this        
1285 Avenue of the Americas    Length—since    role, he was Deputy Global Head of        
New York, New York 10019    Oct. 1, 2010    UBS HFS.        

Principal Executive Officer

 

             
         
Dylan Germishuys (46)    Term —    Head of Operations and Product    N/A    N/A
UBS HFS    Indefinite    Control of UBS HFS since 2004.        
600 Washington Boulevard    Length—since    Prior to serving in this role, he was        
Stamford, Connecticut 06901    Nov. 19, 2013    Financial Controller of O’Connor        
Principal Accounting Officer       Fund of Funds from 2003 to 2004        
        and served in various roles in the        
        Business Unit Control team of UBS        
        Investment Bank’s Equities business        
         

from 1997 to 2003.

 

         


                  Number of      
                   Portfolios in      Other Directorships/
                 Fund    Trusteeships Held by
        Term of Office           Complex    Director Outside
Name, Age, Address and    and Length of    Principal Occupation(s)    Overseen    Fund Complex

Position(s) with Funds

 

  

Time Served1

 

  

During Past 5 Years

 

  

by Director2

 

  

During Past 5 Years

 

         
Frank S. Pluchino (56)    Term —    Executive Director of UBS HFS    N/A    N/A
UBS HFS    Indefinite    since October 2010. Prior to        
600 Washington Boulevard    Length—since    October 2010, Executive Director of        
Stamford, Connecticut 06901    Jul. 19, 2005    Compliance of UBS Financial        
Chief Compliance Officer         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.

 

         

 

 

 

    1

The Fund commenced operations on August 1, 2002.

 

    2

As of March 31, 2016, of the 67 funds/portfolios in the complex, 59 were advised by an affiliate of UBS HFS and 8 comprised the registered alternative investment funds advised by UBS HFS.

 

    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 HFS may do business. Mr. Feldberg is not affiliated with UBS Financial Services Inc. or its affiliates.


ADDITIONAL INFORMATION (UNAUDITED)

PROXY VOTING

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available: (i) without charge, upon request, by calling (888) 793-8637; and (ii) on the Securities and Exchange Commission’s (the “SEC”) website at http://www.sec.gov.

The Fund is required to file, on Form N-PX, its complete proxy voting record for the most recent twelve-month period ended June 30, no later than August 31. The Fund’s Form N-PX filings are available: (i) without charge, upon request, by calling (888) 793-8637; and (ii) on the SEC’s website at http://www.sec.gov.

FILING OF QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS (“FORM N-Q”)

The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available, without charge, on the SEC’s website at http://www.sec.gov, and may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.


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 registrant’s 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.

 

(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 registrant’s 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 description.

 

(d)  

The registrant has not granted any waivers, including an implicit waiver, from a provision of the code of ethics that applies to the registrant’s 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 item’s instructions.

Item 3. Audit Committee Financial Expert.

As of the end of the period covered by the report, the registrant’s 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 registrant’s 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 $81,840 in 2014, $97,705 from January 1, 2015 through March 31, 2015, and $101,180 in 2016. Such audit fees include fees associated with annual audits for providing a report in connection with the registrant’s 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 registrant’s financial statements and are not reported under paragraph (a) of this Item are $2,355 in 2014, $0 from January 1, 2015 through March 31, 2015, and $2,285 in 2016. 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 $172,000 in 2014, $0 from January 1, 2015 through March 31, 2015, and $29,250 in 2016. 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 2015 and $0 in 2016.

 

(e)(1)  

The registrant’s audit committee pre-approves the principal accountant’s 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 accountant’s 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 registrant’s accountant for services rendered to the registrant, and rendered to the registrant’s 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 $0.844 mil in 2014, $0 mil from January 1, 2015 through March 31, 2015, and $.734 mil in 2016.

 

(h)  

The registrant’s audit committee of the board of directors has considered whether the provision of non-audit services that were rendered to the registrant’s 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 accountant’s 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:


LOGO

     

UBS Hedge Fund

Solutions LLC proxy

voting policy

4-P-004010

Internal

 

UBS Hedge Fund Solutions LLC

proxy voting policy

OR Taxonomy: Market Conduct

Owner/Issuer: Head C&ORC UBS HFS LLC

 

 

 

Why do we have this policy?

 

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.

 

 

Applicability

 

       
Location   

Americas

 

  
Legal Entity    UBS Hedge Fund Solutions LLC   
Business Division   

Asset Management

 

  
Business Area / Function   

All

 

  
Roles   

All

 

  

 

Summary of Key Requirements

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

    

    

    

    

 

 

Infringements of this policy may result in disciplinary action including dismissal.

 

 

Published: 3 December 2015

   Page 4 of 3


LOGO

     

UBS Hedge Fund

Solutions LLC proxy

voting policy

4-P-004010

Internal

 

Table of Contents

 

Policy

     3   

1.

  General Policy      3   

2.

  General Procedures      3   

2.1

  Recordkeeping      3   

 

Published: 3 December 2015

   Page 5 of 3


LOGO

     

UBS Hedge Fund

Solutions LLC proxy

voting policy

4-P-004010

Internal

 

Policy

 

1.

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;

-

impact on redemption or withdrawal rights;

-

the continued or increased availability of portfolio information; and

-

customary industry and business practices.

 

2.

General Procedures

Unless clients have reserved voting rights to themselves, UBS Hedge Fund Solutions LLC (“HFS”) will direct the voting of proxies on securities held in their accounts. However, since the holdings in client accounts of HFS are almost exclusively comprised of hedge funds, many of which have non-voting shares, HFS rarely votes proxies. When voting such proxies, HFS Operations Department will consult with the HFS 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 HFS would have an equity security in one of its portfolios that holds a vote, HFS Operations Department will consult with its affiliate, UBS O’Connor LLC (“O’Connor”) on how to vote such proxy. In this instance, HFS would follow O’Connor’s Proxy Voting Policy and vote its proxy in accordance to the guidance provided by O’Connor’s Proxy Voting Policy (a copy of which is attached).

HFS has implemented procedures designed to identify whether HFS 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, HFS has imposed information barriers between it and its affiliates who conduct banking, investment banking and broker-dealer activities. Whenever HFS 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.

 

2.1

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.

 

Published: 3 December 2015

   Page 6 of 3


Item 8. Portfolio Managers of Closed-End Management Investment Companies.

A&Q ALTERNATIVE FIXED-INCOME STRATEGIES FUND LLC

PORTFOLIO MANAGER DISCLOSURE

The Fund is managed by a portfolio management team that is jointly and primarily responsible for the selection of the Fund’s investments, the allocation of the Fund’s assets among underlying investment managers and the general day-to-day management of the Fund. The members of the portfolio management team are Bruce Amlicke, Americo Nardis, Russell Sinder and Joseph M. Sciortino (each, a “Portfolio Manager” and collectively, the “Portfolio Managers”).

Messrs. Amlicke and Nardis have served as Portfolio Managers of the Fund since 2013. Mr. Amlicke is a Managing Director and the Co-Chief Investment Officer of UBS Hedge Fund Solutions LLC (the “Adviser” or “UBS HFS”). He also is the Co-Chairman of UBS HFS’ Investment Committee. Prior to re-joining UBS in 2010, Mr. Amlicke served as Chief Investment Officer of Blackstone Alternative Asset Management and Senior Managing Director of The Blackstone Group LP. From 2003 to 2004, he was Chief Investment Officer of the O’Connor Multi-Manager Program, the predecessor of UBS HFS. Mr. Nardis is a Managing Director and the Deputy Chief Investment Officer of UBS HFS. He also is the Co-Chairman of UBS HFS’ Investment Committee. Mr. Nardis joined UBS in 2001, as a Senior Investment Officer for the O’Connor Multi-Manager Program. From 1998 to 2001, Mr. Nardis worked in the Manager Research Department at Tremont Advisers, Inc. as a Primary Specialist in Long/Short Equity. Mr. Sinder has been a Portfolio Manager of the Fund since its inception. He was associated with UBS Alternative Investments US from 1998 to 2010 and is an Executive Director of UBS HFS. Mr. Sciortino joined the portfolio management team in 2006. Mr. Sciortino was associated with UBS Alternative Investments US from December 2006 to October 2010 and is a Director of UBS HFS. Previously, he served as Senior Analyst at Lake Partners, Inc. from April 2001 through August 2006.

The Fund’s 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. A potential conflict of interest may also arise if the Adviser receives a performance-based advisory fee from 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 Manager’s compensation. 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.

The Adviser’s 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 at 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 funds managed by the Adviser or in shares of stock or stock options of UBS AG, the parent company of the Adviser, subject to certain vesting periods. The amount of a Portfolio Manager’s discretionary bonus, and the portion to be paid in shares of funds managed by the Adviser or in shares of stock 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 Fund’s Portfolio Managers and approximate assets under management in those accounts as of March 31, 2016.


Portfolio

Manager

  

Registered

Investment Companies

   Pooled
Investment Vehicles
  

Other

Accounts

     Number of
Accounts
  

Assets

Managed

   Number of
Accounts
  

Assets

Managed

   Number of
Accounts
   Assets
Managed

Bruce Amlicke

   6(1)    $1,269,200,000    61(2)    $15,240,300,000    15(3)    $19,527,600,000

Americo Nardis

   6(1)    $1,269,200,000    61(2)    $15,240,300,000    15(3)    $19,527,600,000

Joseph M. Sciortino

   3(4)    $206,230,000      1(5)    $7,110,000    0    N/A

Russell Sinder

   4(4)    $383,260,000      1(5)    $7,110,000    0    N/A

 

 

1 

Of these accounts, 4 accounts with total assets of approximately $1,092,170,000 charge performance-based advisory fees.

 

2 

Of these accounts, 38 accounts with total assets of approximately $11,326,440,000 charge performance-based advisory fees.

 

3 

Of these accounts, 4 accounts with total assets of approximately $11,510,680,000 charge performance-based advisory fees.

 

4 

Of these accounts, 2 accounts with total assets of approximately $206,230,000 charge performance-based advisory fees.

 

5 

The account does not charge performance-based advisory fees.

None of the Fund’s Portfolio Managers beneficially own any units of limited liability company interest of 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 registrant’s 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 registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant’s 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 registrant’s 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 registrant’s second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

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)

   

 A&Q Alternative Fixed-Income Strategies Fund LLC

By (Signature and Title)*

 

  /s/ William Ferri

       William Ferri, Principal Executive Officer

Date

 

    6/6/16

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

 

    6/6/16

By (Signature and Title)*

 

  /s/ Dylan Germishuys

       Dylan Germishuys, Principal Accounting Officer

Date

 

    6/6/16

* Print the name and title of each signing officer under his or her signature.

EX-99.CODE ETH 2 d137467dex99codeeth.htm CODE OF ETHICS Code of Ethics

EX-99.CODE ETH

UBS Hedge Fund Solutions LLC

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 registered funds (each, a “Fund”) (Exhibit A) applies to each Fund’s 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 Officer’s 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 Fund’s 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.

Revised: June 11, 2008

Revised: October 1, 2010

Revised: April 16, 2012

Revised: December 5, 2013

Revised: May 29, 2014

Revised: July 1, 2015


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 Fund’s 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 Fund’s 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 Fund’s, the Adviser’s codes of ethics under Rule 17j-1 under the 1940 Act and the Adviser’s 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 Fund’s 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

UBSHFS Registered Funds

as of July 1, 2015

A&Q Alternative Fixed-Income Strategies Fund LLC

A&Q Equity Opportunity Fund LLC

A&Q Event Fund LLC

A&Q Long/Short Strategies Fund LLC

A&Q Technology Fund LLC

A&Q Multi-Strategy Fund

A&Q Aggregated Alpha Strategies Fund LLC

A&Q Masters Fund


Exhibit B

List of Covered Officers

As of July 1, 2015

Name    Covered Officer Title
William J. Ferri    Principal Executive Officer
Dylan Germishuys    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:

  

 

EX-99.CCERT 3 d137467dex99ccert.htm 302 CERTIFICATIONS 302 Certifications

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 A&Q Alternative Fixed-Income Strategies Fund LLC;

 

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 registrant’s 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 registrant’s 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 registrant’s 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 registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s 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 registrant’s 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 registrant’s internal control over financial reporting.

 

Date:    6/6/16                                                  

  /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, Dylan Germishuys, certify that:

 

1.

I have reviewed this report on Form N-CSR of A&Q Alternative Fixed-Income Strategies Fund LLC;

 

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 registrant’s 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 registrant’s 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 registrant’s 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 registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s 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 registrant’s 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 registrant’s internal control over financial reporting.

 

Date:    6/6/16                                                  

  /s/ Dylan Germishuys

     Dylan Germishuys, Principal Accounting Officer
EX-99.906CERT 4 d137467dex99906cert.htm 906 CERTIFICATIONS 906 Certifications

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 A&Q Alternative Fixed-Income Strategies Fund LLC (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:

 

    6/6/16

       

  /s/ William Ferri

         

William Ferri, Principal Executive Officer

I, Dylan Germishuys, Principal Accounting Officer of A&Q Alternative Fixed-Income Strategies Fund LLC (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:

 

    6/6/16

       

  /s/ Dylan Germishuys

         

Dylan Germishuys, Principal Accounting Officer

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