OMB Number: 3235-0578
Expires: March 31, 2019
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 811-21201 | ||||
A&Q Technology 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) |
Registrants telephone number, including area code: 203-719-1428
Date of fiscal year end: December 31
Date of reporting period: December 31, 2017
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, 450 Fifth Street, NW, Washington, DC 20549-0609. 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 TECHNOLOGY FUND LLC
Financial Statements
with Report of Independent Registered Public Accounting Firm
Year Ended
December 31, 2017
An exemption under Regulation 4.5 has been obtained from the Commodity Futures Trading Commission for
A&Q Technology Fund LLC
A&Q TECHNOLOGY FUND LLC
Financial Statements
with Report of Independent Registered Public Accounting Firm
Year Ended
December 31, 2017
Contents
1 | ||||
2 | ||||
3 | ||||
4 | ||||
5 | ||||
6 | ||||
7 | ||||
17 | ||||
18 | ||||
20 | ||||
22 |
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 Members of
A&Q Technology Fund LLC
Opinion on the Financial Statements
We have audited the accompanying statement of assets, liabilities and members capital of A&Q Technology Fund LLC (the Fund), including the schedule of portfolio investments, as of December 31, 2017, and the related statements of operations and cash flows for the year then ended, the statements of changes in members capital for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of A&Q Technology Fund LLC at December 31, 2017, the results of its operations and its cash flows for the year then ended, the changes in its members capital for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Funds management. Our responsibility is to express an opinion on the Funds financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of the Funds internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Funds internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of investments in investment funds as of December 31, 2017, by correspondence with management of the underlying investment funds or by other appropriate auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
We have served as the auditor of one or more of the UBS Hedge Fund Solutions LLC investment companies since 1995.
New York, NY
February 26, 2018
A&Q Technology Fund LLC
Statement of Assets, Liabilities and Members Capital
December 31, 2017
ASSETS |
||||
Investments in Investment Funds, at fair value (cost $138,538,085) |
$ | 198,698,395 | ||
Cash |
6,078,521 | |||
Other assets |
15,392 | |||
Total Assets |
204,792,308 | |||
LIABILITIES |
||||
Withdrawals payable |
6,025,201 | |||
Professional fees payable |
212,298 | |||
Management Fee payable |
174,524 | |||
Subscriptions received in advance |
150,000 | |||
Administration fee payable |
54,699 | |||
Officers and Directors fees payable |
11,000 | |||
Custody fee payable |
2,900 | |||
Other liabilities |
71,584 | |||
Total Liabilities |
6,702,206 | |||
Members Capital |
$ | 198,090,102 | ||
MEMBERS CAPITAL |
||||
Represented by: |
||||
Net capital contributions |
$ | 137,929,792 | ||
Accumulated net unrealized appreciation/(depreciation) on investments in Investment Funds |
60,160,310 | |||
Members Capital |
$ | 198,090,102 |
The accompanying notes are an integral part of these financial statements. |
2 |
A&Q Technology Fund LLC
Year Ended December 31, 2017
EXPENSES |
||||
Management Fee |
$ | 2,027,247 | ||
Professional fees |
438,849 | |||
Administration fee |
169,831 | |||
Commitment Fee |
141,325 | |||
Officers and Directors fees |
109,141 | |||
Loan interest |
20,138 | |||
Custody fee |
9,200 | |||
Printing, insurance and other expenses |
147,256 | |||
Total Expenses |
3,062,987 | |||
Net Investment Loss |
(3,062,987 | ) | ||
NET REALIZED AND UNREALIZED GAIN/(LOSS) FROM INVESTMENTS |
||||
Net realized gain/(loss) from investments in Investment Funds |
16,034,409 | |||
Net change in unrealized appreciation/depreciation on investments in Investment Funds |
7,021,344 | |||
Net Realized and Unrealized Gain/(Loss) from Investments |
23,055,753 | |||
Net Increase in Members Capital Derived from Operations |
$ | 19,992,766 |
The accompanying notes are an integral part of these financial statements. | 3 |
A&Q Technology Fund LLC
Statements of Changes in Members Capital
Years Ended December 31, 2016 and 2017
Manager | Members | Total | ||||||||||
Members Capital at January 1, 2016 |
$ | 71,721 | $ | 210,329,228 | $ | 210,400,949 | ||||||
INCREASE (DECREASE) FROM OPERATIONS |
||||||||||||
Pro rata allocation: |
||||||||||||
Net investment loss |
(320 | ) | (3,062,024 | ) | (3,062,344 | ) | ||||||
Net realized gain/(loss) from investments in Investment Funds |
2,769 | 8,457,190 | 8,459,959 | |||||||||
Net change in unrealized appreciation/depreciation on investments in Investment Funds |
(4,198 | ) | (12,910,786 | ) | (12,914,984 | ) | ||||||
Net Decrease in Members Capital Derived from Operations |
(1,749 | ) | (7,515,620 | ) | (7,517,369 | ) | ||||||
MEMBERS CAPITAL TRANSACTIONS |
||||||||||||
Members subscriptions |
| 11,222,380 | 11,222,380 | |||||||||
Members withdrawals |
| (17,748,708 | ) | (17,748,708 | ) | |||||||
Net Decrease in Members Capital Derived from Capital Transactions |
| (6,526,328 | ) | (6,526,328 | ) | |||||||
Members Capital at December 31, 2016 |
$ | 69,972 | $ | 196,287,280 | $ | 196,357,252 | ||||||
INCREASE (DECREASE) FROM OPERATIONS |
||||||||||||
Pro rata allocation: |
||||||||||||
Net investment loss |
(383 | ) | (3,062,604 | ) | (3,062,987 | ) | ||||||
Net realized gain/(loss) from investments in Investment Funds |
5,958 | 16,028,451 | 16,034,409 | |||||||||
Net change in unrealized appreciation/depreciation on investments in Investment Funds |
2,438 | 7,018,906 | 7,021,344 | |||||||||
Net Increase in Members Capital Derived from Operations |
8,013 | 19,984,753 | 19,992,766 | |||||||||
MEMBERS CAPITAL TRANSACTIONS |
||||||||||||
Members subscriptions |
| 885,000 | 885,000 | |||||||||
Members withdrawals |
| (19,144,916 | ) | (19,144,916 | ) | |||||||
Net Decrease in Members Capital Derived from Capital Transactions |
| (18,259,916 | ) | (18,259,916 | ) | |||||||
Members Capital at December 31, 2017 |
$ | 77,985 | $ | 198,012,117 | $ | 198,090,102 |
The accompanying notes are an integral part of these financial statements. |
4 |
A&Q Technology Fund LLC
Year Ended December 31, 2017
CASH FLOWS FROM OPERATING ACTIVITIES |
||||
Net increase in members capital derived from operations |
$ | 19,992,766 | ||
Adjustments to reconcile net increase in members capital derived from operations to net cash provided by operating activities: |
||||
Purchases of investments in Investment Funds |
(20,000,000 | ) | ||
Proceeds from disposition of investments in Investment Funds |
39,906,696 | |||
Net realized (gain)/loss from investments in Investment Funds |
(16,034,409 | ) | ||
Net change in unrealized appreciation/depreciation on investments in Investment Funds |
(7,021,344 | ) | ||
Changes in assets and liabilities: |
||||
(Increase) decrease in assets: |
||||
Receivable from Investment Funds |
3,000,065 | |||
Other assets |
1,422 | |||
Increase (decrease) in liabilities: |
||||
Administration fee payable |
5,461 | |||
Custody fee payable |
1,300 | |||
Management Fee payable |
(358,422 | ) | ||
Officers and Directors fees payable |
11,000 | |||
Professional fees payable |
(77,714 | ) | ||
Other liabilities |
(15,623 | ) | ||
Net cash provided by operating activities |
19,411,198 | |||
CASH FLOWS FROM FINANCING ACTIVITIES |
||||
Proceeds from Members subscriptions, including change in subscriptions received in advance |
800,000 | |||
Payments on Members withdrawals, including change in withdrawals payable |
(27,205,777 | ) | ||
Net cash used in financing activities |
(26,405,777 | ) | ||
Net decrease in cash |
(6,994,579 | ) | ||
Cash-beginning of year |
13,073,100 | |||
Cash-end of year |
$ | 6,078,521 | ||
Supplemental disclosure of cash flow information: |
||||
Interest paid |
$ | 20,138 |
The accompanying notes are an integral part of these financial statements. |
5 |
A&Q Technology Fund LLC
December 31, 2017
The following represents the ratios to average members capital and other supplemental information for all Members, excluding the Manager, for the periods indicated. An individual Members ratios and returns may vary from the below based on the Performance Bonus, if applicable, and the timing of capital transactions.
Years Ended December 31, | |||||||||||||||||||||||||
2017 |
2016 |
2015 |
2014 |
2013 | |||||||||||||||||||||
Ratio of net investment loss to average members capital a, b | (1.50%) | (1.47%) | (1.37%) | (1.45%) | (1.41%) | ||||||||||||||||||||
Ratio of gross expenses to average members capital a, b | 1.50% | 1.48% | 1.45% | 1.45% | 1.41% | ||||||||||||||||||||
Ratio of net expenses to average members capital after Performance Bonus a, b, c | 1.50% | 1.48% | 1.45% | 1.45% | 1.41% | ||||||||||||||||||||
Portfolio turnover rate | 10.15% | 12.04% | 12.79% | 22.02% | 9.33% | ||||||||||||||||||||
Total return after Performance Bonus d, e | 10.35% | (3.41%) | 8.01% | 4.13% | 16.76% | ||||||||||||||||||||
Members capital at end of year (including the Manager) | $ | 198,090,102 | $ | 196,357,252 | $ | 210,400,949 | $ | 208,885,946 | $ | 219,736,289 |
a | The average members capital used in the above ratios is calculated using pre-tender members capital, excluding the Managers capital. |
b | Ratios of net investment loss and gross/net expenses to average members capital do not include the impact of expenses and incentive allocations or incentive fees incurred by the underlying Investment Funds. |
c | The ratios of net expenses to average members capital before Performance Bonus were 1.50%, 1.48%, 1.45%, 1.45% and 1.41% for the years ended December 31, 2017, 2016, 2015, 2014 and 2013, respectively. |
d | The total return is based on the change in value during the year of a theoretical investment made at the beginning of the year. The change in value of a theoretical investment is measured by comparing the aggregate ending value, adjusted for cash flows related to capital subscriptions or withdrawals during the year. |
e | The total returns before Performance Bonus were 10.35%, (3.41%), 8.01%, 4.13% and 16.76% for the years ended December 31, 2017, 2016, 2015, 2014 and 2013, respectively. |
The accompanying notes are an integral part of these financial statements. |
6 |
A&Q Technology Fund LLC
December 31, 2017
1. | Organization |
A&Q Technology Fund LLC (the Fund) was initially organized as a limited partnership under the laws of Delaware on December 28, 1998, commenced operations on April 1, 1999 and was subsequently reorganized as a limited liability company effective October 15, 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 capital appreciation over the long-term. The Fund seeks to achieve its objective by investing at least 80% of its assets among a select group of alternative asset managers (the Investment Managers) that UBS Hedge Fund Solutions LLC (as defined below) anticipates, at the time of investment, will invest, under normal market conditions, at least 80% of their assets in companies in the technology sector. Investment Managers generally conduct their investment programs through unregistered investment vehicles that have investors, other than the Fund, and in other registered investment companies (collectively, the Investment Funds).
Subject to the requirements of the 1940 Act, the business and affairs of the Fund shall be managed under the direction of the Funds 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 Funds 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 Directors authority as delegated by the Board. The Board may delegate the management of the Funds 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.
The Board has engaged UBS Hedge Fund Solutions LLC (UBS Hedge Fund Solutions, the Manager 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 Manager is a wholly owned subsidiary of UBS AG and is registered as an investment adviser under the Investment Advisers Act of 1940, as amended.
7 |
A&Q Technology Fund LLC
Notes to Financial Statements (continued)
December 31, 2017
1. | Organization (continued) |
Initial and additional applications for interests by eligible investors may be accepted at such times as the Board may determine and are generally accepted monthly. The Board reserves the right to reject any application for interests in the Fund.
The Fund from time to time may offer to repurchase interests pursuant to written tenders to members (the Members). These repurchases will be made at such times and on such terms as may be determined by the Board, in its complete and exclusive discretion. The Manager expects that generally, it will recommend to the Board that the Fund offer to repurchase interests from Members twice each year, near mid-year and year-end. Members can only transfer or assign their membership interests, or a portion thereof, (i) by operation of law pursuant to the death, bankruptcy, insolvency or dissolution of a Member, or (ii) with the written approval of the Board, which may be withheld in its sole and absolute discretion. Such transfers may be made even if the balance of the capital account to such transferee is equal to or less than the transferors initial capital contribution.
2. | Significant Accounting Policies |
a. | Portfolio Valuation |
The Fund values its investments at fair value, in accordance with U.S. generally accepted accounting principles (GAAP), which is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
The Fund uses net asset value (NAV) as its measure of fair value of an investment in an investee when (i) the Funds 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 level at which the fair value measurement of the Funds 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.
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 require greater disaggregation than the Funds line items in the Statement of Assets, Liabilities and Members Capital.
8 |
A&Q Technology Fund LLC
Notes to Financial Statements (continued)
December 31, 2017
2. | Significant Accounting Policies (continued) |
a. | Portfolio Valuation (continued) |
The following is a summary of the investment strategy and any restrictions on the liquidity provisions of the investments in Investment Funds held by the Fund as of December 31, 2017. Investment Funds with no current redemption restrictions may be subject to future gates, lock-up provisions or other restrictions, in accordance with their offering documents. The Fund had no unfunded capital commitments as of December 31, 2017. The Fund used the following category to classify its Investment Funds:
The Investment Funds in the equity hedged strategy (total fair value of $198,698,395) generally utilize fundamental analysis to invest in publicly traded equities investing in both long and short positions seeking to capture perceived security mispricing. Portfolio construction is driven primarily by bottom-up fundamental research; top-down analysis may also be applied. As of December 31, 2017, the Investment Funds in the equity hedged strategy had $39,767,959, representing 20% of the value of the investments in this category, subject to an investor level gate or lock-ups. Included in this amount is $19,890,375, representing 10% of the value of the investments in this category, that cannot be redeemed in full because the investments include restrictions that do not allow for redemptions in the first 12 months after acquisition. The remaining restriction period for these investments ranges from 2 - 11 months at December 31, 2017. An investment representing less than 1% of the value of investments in this category is in liquidation; therefore, the redemption notice period is no longer effective for this investment and the liquidation of assets is uncertain.
The investments 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 total fair value of the investments in Investment Funds valued using NAV as a practical expedient is $198,698,395. Additional disclosures, including liquidity terms and conditions of the underlying investments, are included in the Schedule of Portfolio Investments.
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 Funds own assumptions in determining the fair value of investments)
9 |
A&Q Technology Fund LLC
Notes to Financial Statements (continued)
December 31, 2017
2. | Significant Accounting Policies (continued) |
a. | Portfolio Valuation (continued) |
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.
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 Funds administrator, under the oversight of the Manager, 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 Funds investments in Investment Funds are subject to the terms and conditions of the respective operating agreements and offering memorandums, as appropriate. The Manager 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 Funds 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 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 Investment Manager and is based upon available information in the absence of readily ascertainable fair values and does not necessarily represent amounts that might ultimately be realized. Due to the inherent uncertainty of valuation, those estimated fair values may differ significantly from the values that would have been used had a ready market for the investments existed. These differences could be material.
It is unknown, on an aggregate basis, whether the Investment Funds held any investments whereby the Funds proportionate share exceeded 5% of the Funds members capital at December 31, 2017.
The fair value of the Funds assets and liabilities which qualify as financial instruments approximates the carrying amounts presented in the Statement of Assets, Liabilities and Members Capital.
10 |
A&Q Technology Fund LLC
Notes to Financial Statements (continued)
December 31, 2017
2. | Significant Accounting Policies (continued) |
b. | Investment Transactions and Income Recognition |
The Fund accounts for realized gains and losses from Investment Fund transactions based on the pro-rata ratio of the fair value and cost of the underlying investment at the date of redemption. Interest income is recorded on the accrual basis.
c. | Fund Expenses |
The Fund bears all expenses incurred in its business, including, but not limited to, the following: all costs and expenses related to portfolio transactions and positions for the Funds account; legal fees; accounting and auditing fees; custodial fees; costs of computing the Funds NAV; costs of insurance; registration expenses; interest expense; offering and organization costs; due diligence, including travel and related expenses; expenses of meetings of the Board; all costs with respect to communications to Members; and other types of expenses approved by the Board. Expenses are recorded on the accrual basis.
d. | Income Taxes |
The Fund has reclassified $3,062,987 and $16,034,409 from accumulated net investment loss and accumulated net realized gain from investments in Investment Funds, respectively, to net capital contributions during the year ended December 31, 2017. The reclassification was to reflect, as an adjustment to net contributions, the amount of estimated taxable income or loss that have been allocated to the Funds Members as of December 31, 2017 and had no effect on members capital.
The Fund files income tax returns in the U.S. federal jurisdiction and applicable states. The Manager has analyzed the Funds tax positions taken on its federal and state income tax returns for all open tax years, and has concluded that no provision for federal or state income tax is required in the Funds financial statements. The Funds federal and state income tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal 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 December 31, 2017, the Fund did not incur any interest or penalties. The Manager 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.
Each Member is individually required to report on its own tax return its distributive share of the Funds taxable income or loss.
11 |
A&Q Technology Fund LLC
Notes to Financial Statements (continued)
December 31, 2017
2. | Significant Accounting Policies (continued) |
e. | 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.
f. | Use of Estimates |
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in members capital from operations during the reporting period. Actual results could differ from those estimates. Because of the uncertainty of valuation, such estimates may differ significantly from values that would have been used had a ready market existed, and the differences could be material.
3. | Related Party Transactions |
The Administrator provides certain management and 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 management fee (the Management Fee) at an annual rate of 1% of the Funds members capital, excluding the capital account attributable to the Manager. The Management Fee is paid to the Administrator out of the Funds assets and debited against the Members capital accounts, excluding the Managers capital account. A portion of 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 the distributor for the Fund, without special compensation from the Fund, and bears its own costs associated with its activities as distributor. Sales loads, if any, charged on contributions are debited against the contribution amounts, to arrive at a net subscription amount. The sales load does not constitute assets of the Fund.
The net increase or decrease in members capital derived from operations (net income or loss) is initially allocated to the capital accounts of all Members on a pro-rata basis, other than the Management Fee which is similarly allocated to all Members other than the Manager as described above. In accordance with the Limited Liability Company Agreement, the Manager is then allocated an amount based on the performance of the Fund (the Performance Bonus) for the Measurement Period, as defined in the Confidential Memorandum (i.e., the period commencing on the admission of a Member to the Fund, and thereafter each period commencing on the day following the last
12 |
A&Q Technology Fund LLC
Notes to Financial Statements (continued)
December 31, 2017
3. | Related Party Transactions (continued) |
Measurement Period and ending generally on the first to occur of (1) a fiscal year-end or (2) a whole or partial redemption). The Performance Bonus is calculated separately with respect to each Member.
The Performance Bonus is equal to 1% of the balance of the Members capital account at the end of the Measurement Period, provided that appreciation in the Members capital account (net of any Performance Bonus) exceeds the Members threshold return. The threshold return is the amount that a Member would have earned for a fiscal year if it had received an annualized rate of return of 20% on its opening capital account balance, as adjusted. No Performance Bonus was earned for the year ended December 31, 2017 or for the year ended December 31, 2016.
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 four 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 December 31, 2017, the Fund incurred a portion of the annual compensation of the Funds Chief Compliance Officer in the amount of $8,766 which is included in Officers and Directors fees on the Statement of Operations. The related payable of $11,000 is included in Officers and Directors fees payable on the Statement of Assets, Liabilities and Members Capital.
The Fund, along with other funds advised by UBS Hedge Fund Solutions, the Directors and the Manager, 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. A portion of the annual premiums is allocated to the Manager based on a recommendation of an insurance risk adjuster and, in accordance with the risk adjusters recommendation; the remaining portions are allocated among the UBS funds on a pro-rata basis. On an annual basis, the allocation methodology recommended by the risk adjuster is reviewed and approved by the Board and the Manager determines the amounts to be charged to each fund based upon the Board approved methodology. During the year ended December 31, 2017, the Fund incurred $76,332 in insurance fees, which is included in printing, insurance and other expenses on the Statement of Operations, of which none was payable at December 31, 2017.
The Fund, along with several other funds advised by UBS Hedge Fund Solutions, is party to a Credit Agreement (See Note 5). 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 Manager will negotiate the commitment amount with the counterparty based on the amount each
13 |
A&Q Technology Fund LLC
Notes to Financial Statements (continued)
December 31, 2017
3. | Related Party Transactions (continued) |
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 December 31, 2017, the Fund incurred a Commitment Fee of $141,325 to the counterparty, of which $38,167 remains payable and is included in other liabilities on the Statement of Assets, Liabilities and Members Capital at December 31, 2017.
During the year ended December 31, 2017, the Manager incurred expenses on behalf of the Fund for certain activities which benefit the investment funds managed by the Manager. Of these expenses, the Manager allocated $15,174 of expenses to the Fund which can be found in printing, insurance and other expenses on the Statement of Operations. As of December 31, 2017, $15,174 remains payable to the Manager.
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 administration fee primarily based upon (i) the average members capital of the Fund subject to a minimum monthly administration fee, and (ii) the aggregate members capital of the Fund and certain other investment funds sponsored or advised by UBS AG, UBS Americas, Inc. or their affiliates. Additionally, the Fund reimburses certain out of pocket expenses incurred by BNY Mellon.
The Custodian has entered into a service agreement whereby it provides custodial services for the Fund.
5. | 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 28, 2018 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 $30,000,000 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 50 basis points times the actual daily amount of the line of credit not utilized.
14 |
A&Q Technology Fund LLC
Notes to Financial Statements (continued)
December 31, 2017
5. | Loan Payable (continued) |
For the year ended December 31, 2017, the Funds average interest rate paid on borrowings was 2.50% per annum and the average borrowings outstanding was $805,556. The Fund did not have any borrowings outstanding at December 31, 2017. Interest expense for the year ended December 31, 2017 was $20,138, of which none was payable at December 31, 2017.
6. | Investments |
As of December 31, 2017, the Fund had investments in Investment Funds, none of which were related parties.
Aggregate purchases and proceeds from sales of investments for the year ended December 31, 2017 amounted to $20,000,000 and $39,906,696, respectively.
The cost of investments for federal income tax purposes is adjusted for items of taxable income allocated to the Fund from the Investment Funds. The allocated taxable income is reported to the Fund by the Investment Funds tax reports. The Fund has not yet received all such tax reports for the year ended December 31, 2017; therefore, the tax basis of investments for 2017 will not be finalized by the Fund until after the fiscal year end.
The agreements related to investments in Investment Funds provide for compensation to the general partners/managers in the form of management fees of 1.00% to 2.00% (per annum) of net assets and incentive fees or allocations ranging from 15.00% to 25.00% of net profits earned. Detailed information about the Investment Funds portfolios is not available. Please see the Schedule of Portfolio Investments for further information.
7. | 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 and equity swaps. The Funds risk of loss in these Investment Funds is limited to the fair value of these investments.
8. | 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.
15 |
A&Q Technology Fund LLC
Notes to Financial Statements (continued)
December 31, 2017
9. | Subsequent Events |
The Manager 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 December 31, 2017, the Fund paid withdrawals payable of $6,025,201 in full. In addition, subsequent to December 31, 2017, the Fund received additional subscriptions of $275,000.
16 |
A&Q Technology Fund LLC
Schedule of Portfolio Investments
December 31, 2017
Investment Fund |
Geographic Focus |
Cost | Fair Value | % of Members Capital |
Initial Acquisition Date |
Redemption Frequency (a) |
Redemption Notice Period (b) |
First Available Redemption Date |
Dollar Amount of Fair Value for First Available Redemption |
|||||||||||||||||||||||||||||||||||
Equity Hedged |
||||||||||||||||||||||||||||||||||||||||||||
Ailanthus Capital Partners (QP), L.P. |
US/Canada | $ | 19,000,000 | $ | 19,042,549 | 9.61 | % | 10/1/2016 | Quarterly | 65 days | 12/31/2017 | (c | ) | $ | 15,188,791 | |||||||||||||||||||||||||||||
Coatue Qualified Partners, L.P. |
Global | 3,931,028 | 19,528,496 | 9.86 | 4/1/2002 | Quarterly | 45 days | 12/31/2017 | $ | 19,528,496 | ||||||||||||||||||||||||||||||||||
Dorsal Capital Partners, L.P. |
US/Canada | 20,000,000 | 23,104,976 | 11.66 | 4/1/2015 | Quarterly | 45 days | 12/31/2017 | $ | 23,104,976 | ||||||||||||||||||||||||||||||||||
G2 Investment Partners QP, L.P. |
US/Canada | 16,000,000 | 19,877,584 | 10.04 | 5/1/2014 | Monthly | 60 days | 12/31/2017 | (d | ) | $ | 9,938,792 | ||||||||||||||||||||||||||||||||
Jericho Capital Partners, L.P. |
US/Canada | 9,920,070 | 20,476,290 | 10.34 | 5/1/2011 | Quarterly | 60 days | 12/31/2017 | $ | 20,476,290 | ||||||||||||||||||||||||||||||||||
Perceptive Life Sciences Qualified Fund, L.P. |
US/Canada | 5,072,898 | 19,815,497 | 10.00 | 1/1/2013 | Quarterly | 45 days | 12/31/2017 | $ | 19,815,497 | ||||||||||||||||||||||||||||||||||
PFM Healthcare Fund, L.P. |
US/Canada | 11,146,496 | 25,852,673 | 13.05 | 10/1/2010 | Quarterly | 45 days | 12/31/2017 | $ | 25,852,673 | ||||||||||||||||||||||||||||||||||
Quentec Partners, L.P. |
US/Canada | 19,000,000 | 15,051,094 | 7.60 | 9/1/2014 | Quarterly | 45 days | 12/31/2017 | $ | 15,051,094 | ||||||||||||||||||||||||||||||||||
Senzar Healthcare US Fund, L.P.- Series 3 Interests |
US/Canada | 1,032,244 | 1,093,636 | 0.55 | 9/1/2016 | Monthly | 60 days | 12/31/2017 | $ | 1,093,636 | ||||||||||||||||||||||||||||||||||
Senzar Healthcare US Fund, L.P. Class LP 1.5 15U |
US/Canada | 17,080,000 | 18,257,969 | 9.22 | 1/1/2014 | Monthly | 30 days | 12/31/2017 | $ | 18,257,969 | ||||||||||||||||||||||||||||||||||
Visium Balanced Fund, L.P. |
US/Canada | 355,349 | 561,014 | 0.28 | 1/1/2010 | N/A | N/A | N/A | (e | ) | N/A | |||||||||||||||||||||||||||||||||
Vista Public Strategies Onshore Fund, L.P. |
Global | 16,000,000 | 16,036,617 | 8.10 | 8/1/2017 | Quarterly | 60 days | 9/30/2018 | (f | ) | $ | 8,067,768 | ||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
Equity Hedged Subtotal |
138,538,085 | 198,698,395 | 100.31 | |||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
Total |
$ | 138,538,085 | $ | 198,698,395 | 100.31 | % |
||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
(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) | A portion of this holding ($3,853,758) is under lock-up and is not redeemable without paying a fee. |
(d) | The Investment Fund is subject to an investor level gate of 50% during any 90-day period, without a penalty. |
(e) | The Investment Fund is in liquidation. In addition to any redemption proceeds that may have already been received, the Fund will continue to receive proceeds periodically as the Investment Fund liquidates its underlying investments. |
(f) | This holding is under lock-up and is not redeemable without paying a fee. |
Complete information about the Investment Funds underlying investments is not readily available.
The Funds valuation procedures require evaluation of all relevant factors available at the time the Fund values its portfolio. These relevant factors include the individual Investment Funds compliance with fair value measurements, price transparency and valuation procedures in place, and subscription and redemption activity.
The preceding notes are an integral part of these financial statements. | 17 |
APPROVAL OF INVESTMENT MANAGEMENT AGREEMENT (UNAUDITED)
The Directors, including the Directors who are not interested persons (as defined in the Investment Company Act of 1940, as amended (the 1940 Act)), of the Fund last evaluated the Investment Advisory Agreement (the Advisory Agreement) at a meeting on September 22, 2017. The Directors met in an executive session during which they were advised by and had the opportunity to discuss with independent legal counsel the approval of the Advisory Agreement. The Directors reviewed materials furnished by UBS Hedge Fund Solutions LLC (the Adviser), including information regarding the Adviser, its affiliates and its personnel, operations and financial condition. Tables indicating comparative fee information, and comparative performance information, as well as a summary financial analysis for the Fund, also were included in the meeting materials and were reviewed and discussed. The Directors discussed with representatives of the Adviser the Funds operations and the Advisers ability to provide advisory and other services to the Fund.
The Directors reviewed, among other things, the nature of the advisory services to be provided by the Adviser to the Fund, including its investment process, and the experience of the investment advisory and other personnel proposing to provide services to the Fund. The Directors discussed the ability of the Adviser to manage the Funds investments in accordance with the Funds stated investment objectives and policies, as well as the services to be provided by the Adviser to the Fund, including administrative and compliance services, oversight of fund accounting, marketing services, assistance in meeting legal and regulatory requirements and other services necessary for the operation of the Fund. The Directors acknowledged the Advisers employment of highly skilled investment professionals, research analysts and administrative, legal and compliance staff members to ensure that a high level of quality in compliance and administrative services would be provided to the Fund. The Directors also recognized the benefits that the Fund derives from the resources available to the Adviser and the Advisers affiliates, including UBS AG and UBS Financial Services Inc. Accordingly, the Directors felt that the quality of service offered by the Adviser to the Fund was appropriate and that the personnel providing such services had sufficient expertise to manage the Fund.
The Directors reviewed the performance of the Fund and compared that performance to the performance of another investment company presented by the Adviser which had objectives and strategies similar to those of the Fund and which is managed by a third-party investment adviser (the Comparable Fund). The Directors recognized that the Comparable Fund is structured as a private fund and is not subject to certain investment restrictions under the 1940 Act that are applicable to the Fund and which can adversely affect the Funds performance relative to that of the Comparable Fund. The Directors recognized that the Funds performance for the year-to-date ended June 30, 2017 and for the three- and five-year periods ended June 30, 2017 exceeded the performance of the Comparable Fund for the same periods.
The Directors considered the advisory fees being charged by the Adviser for its services to the Fund as compared to those charged to the Comparable Fund. The information presented to the Directors showed that the Funds management fee was equal to the management fee of the Comparable Fund, and that the Funds incentive fee was lower than the incentive fee of the Comparable Fund. In comparing the advisory fees being charged to the Fund to those charged to other advisory clients of the Adviser, the Directors noted that the Funds management fee was below the standard management fee of the Advisers retail clients and equal to the standard management fee of the Advisers non-retail clients, and the Funds incentive fee was below the standard incentive fee of the Advisers retail clients and non-retail clients. In light of the foregoing, the Directors felt that the combination of the management fee and the incentive fee being charged to the Fund was appropriate and was within the overall range of the fees paid by the Comparable Fund.
The Directors also considered the profitability of the Adviser both before payment to brokers and after payment to brokers and concluded that the profits to be realized by the Adviser and its affiliates
18 |
under the Funds Advisory Agreement and from other relationships between the Fund and the Adviser were within a range the Directors considered reasonable and appropriate. The Directors also discussed the fact that the Fund was not large enough at that time to support a request for breakpoints due to economies of scale.
The Directors determined that the fees under the Advisory Agreement do not constitute fees that are so disproportionately large as to bear no reasonable relationship to the services rendered and that could not have been the product of arms length bargaining, and concluded that the fees were reasonable. The Directors concluded that approval of the Advisory Agreement was in the best interests of the Fund and its investors.
19 |
DIRECTORS AND OFFICERS (UNAUDITED)
Information pertaining to the Directors and Officers of the Fund as of December 31, 2017 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.
Name, Age, Address and
|
Term of Office
|
Principal Occupation(s) During Past 5 Years
|
Number
of
|
Other Directorships/
| ||||
INDEPENDENT DIRECTORS
| ||||||||
Virginia G. Breen (53) c/o UBS HFS 600 Washington Boulevard Stamford, Connecticut 06901 Director |
Term Indefinite Lengthsince May 2, 2008 |
Private investor. | 5 | Director of: the Neuberger Berman Private Equity Registered Funds (15 funds); certain funds in the Calamos Fund Complex (22 portfolios); Jones Lang LaSalle Income Property Trust, Inc.
| ||||
George W. Gowen (88) c/o UBS HFS 600 Washington Boulevard Stamford, Connecticut 06901 Director
|
Term Indefinite Lengthsince Commencement of Operations
|
Law partner of Dunnington, Bartholow & Miller LLP. | 5 | None. | ||||
Stephen H. Penman (71) c/o UBS HFS 600 Washington Boulevard Stamford, Connecticut 06901 Director |
Term Indefinite Lengthsince Jul. 1, 2004 |
Professor of Financial Accounting of the Graduate School of Business, Columbia University. | 5 | Member, Board of Advisors, Boston Harbor Investment Management, LLC. | ||||
INTERESTED DIRECTOR
| ||||||||
Meyer Feldberg (75)3 c/o UBS HFS 600 Washington Boulevard Stamford, Connecticut 06901 Chairman and Director |
Term Indefinite Lengthsince Commencement of Operations |
Dean Emeritus and Professor of Management of the Graduate School of Business, Columbia University; Senior Advisor for Morgan Stanley. | 49 | Director of: NYC Ballet; Revlon, Inc. (1997 to 2017); Macys, Inc. (1992 to 2016). Advisory Director of Welsh Carson Anderson & Stowe.
| ||||
OFFICER(S) WHO ARE NOT DIRECTORS
| ||||||||
William J. Ferri (51) UBS HFS 787 7th Avenue New York, New York 10019 Principal Executive Officer
|
Term Indefinite Lengthsince Oct. 1, 2010 |
Head of Products and Solutions of UBS HFS since 2017. Prior to serving in this role, he was Global Head of UBS HFS from 2010 to 2017. | N/A | N/A | ||||
Dylan Germishuys (48) UBS HFS 600 Washington Boulevard Stamford, Connecticut 06901 Principal Accounting Officer |
Term Indefinite Lengthsince Nov. 19, 2013 |
Head of Operations and Product Control of UBS HFS since 2004. Prior to serving in this role, he was Financial Controller of OConnor Fund of Funds from 2003 to 2004 and served in various roles in the Business Unit Control team of UBS Investment Banks Equities business from 1997 to 2003. | N/A | N/A |
20 |
Name, Age, Address and Position(s) with Funds
|
Term of Office and Length of Time Served1
|
Principal Occupation(s) During Past 5 Years
|
Number of Portfolios in Fund Complex Overseen by Director2
|
Other Directorships/ Trusteeships Held by Director Outside Fund Complex During Past 5 Years
| ||||
Frank S. Pluchino (58) UBS HFS 600 Washington Boulevard Stamford, Connecticut 06901 Chief Compliance Officer |
Term Indefinite Lengthsince Jul. 19, 2005 |
Executive Director of UBS HFS since October 2010. Prior to October 2010, Executive Director of Compliance of UBS Financial Services Inc. from 2003 to 2010 and Deputy Director of Compliance of UBS Financial Services of Puerto Rico Inc. from October 2006 to October 2010.
|
N/A | N/A |
1 | The Fund commenced operations on March 29, 1999. |
2 | As of December 31, 2017, of the 49 funds/portfolios in the complex, 44 were advised by an affiliate of UBS HFS and five 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. |
21 |
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 Commissions (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 twelvemonth period ended June 30, no later than August 31. The Funds Form N-PX filings are available: (i) without charge, upon request, by calling (888) 793-8637; and (ii) on the SECs 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 Funds Forms N-Q are available, without charge, on the SECs website at http://www.sec.gov, and may be reviewed and copied at the SECs 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.
22 |
Item 2. Code of Ethics.
(a) | The registrant, as of the end of the period covered by this report, has adopted a code of ethics that applies to the registrants principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party. The code of ethics may be obtained without charge by calling 212-821-6053. | |
(c) | There have been no amendments, during the period covered by this report, to a provision of the code of ethics that applies to the registrants principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, and that relates to any element of the code of ethics. | |
(d) | The registrant has not granted any waivers, including an implicit waiver, from a provision of the code of ethics that applies to the registrants principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, that relates to one or more of the items set forth in paragraph (b) of this items instructions. |
Item 3. Audit Committee Financial Expert.
As of the end of the period covered by the report, the registrants Board had determined that Professor Stephen Penman, a member of the audit committee of the Board, is the audit committee financial expert and that he is independent, as defined by Item 3 of Form N-CSR.
Item 4. Principal Accountant Fees and Services.
Audit Fees
(a) | The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrants annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years are $76,085 in 2017 and $73,800 in 2016. Such audit fees include fees associated with annual audits for providing a report in connection with the registrants report on form N-SAR. |
Audit-Related Fees
(b) | The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrants financial statements and are not reported under paragraph (a) of this Item are $2,285 in 2017 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 $113,000 in 2017 and $100,000 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 2017 and $0 in 2016. | |
(e)(1) | The registrants audit committee pre-approves the principal accountants engagements for audit and non-audit services to the registrant, and certain non-audit services to service Affiliates that are required to be pre-approved, on a case-by-case basis. Pre-approval considerations include whether the proposed services are compatible with maintaining the principal accountants independence. | |
(e)(2) | There were no services described in each of paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X, because such services were pre-approved. | |
(f) | Not Applicable | |
(g) | The aggregate non-audit fees billed by the registrants accountant for services rendered to the registrant, and rendered to the registrants investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for each of the last two fiscal years of the registrant was $.349 million in 2017 and $.309 million in 2016. | |
(h) | The registrants audit committee of the board of directors has considered whether the provision of non-audit services that were rendered to the registrants investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountants independence. |
Item 5. Audit Committee of Listed Registrants.
Not applicable.
Item 6. Investments.
(a) |
Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1 of this form. | |
(b) |
Not applicable. |
Item 7. | Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. |
The Proxy Voting Policies are as follows:
UBS Hedge Fund Solutions LLC proxy voting policy 4-S-004010 Internal |
UBS Hedge Fund Solutions LLC
proxy voting policy
OR Taxonomy: Market Conduct
Owner/Issuer: Chief Compliance Officer UBS Hedge Fund Solutions LLC
Why do we have this supplementary 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.
Infringements of this policy may result in disciplinary action including dismissal.
Published: 01.03.2018 |
Page 1 of 3 |
UBS Hedge Fund Solutions LLC proxy voting policy 4-S-004010 Internal |
Table of Contents
3 | ||||||
1. |
3 | |||||
2. |
3 | |||||
2.1 |
3 |
Published: 01.03.2018 |
Page 2 of 3 |
UBS Hedge Fund Solutions LLC proxy voting policy 4-S-004010 Internal |
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 OConnor LLC (OConnor) on how to vote such proxy. In this instance, HFS would follow OConnors Proxy Voting Policy and vote its proxy in accordance to the guidance provided by OConnors Proxy Voting Policy (a copy of which is attached).
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: 01.03.2018 |
Page 3 of 3 |
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
A&Q TECHNOLOGY FUND LLC
PORTFOLIO MANAGER DISCLOSURE
(a)(1) |
The Fund is managed by Bruce Amlicke (the Portfolio Manager), who is primarily responsible for the selection of the Funds investments, the allocation of the Funds assets among underlying investment managers and the general day-to-day management of the Fund. | |
Mr. Amlicke has served as a Portfolio Manager of the Fund since 2013. He is the Chief Investment Officer and Head of UBS Hedge Fund Solutions LLC (the Adviser or UBS HFS). Mr. Amlicke is also Chairman of the Advisers Investment Committee. Before re-joining UBS in 2010, Mr. Amlicke was Chief Investment Officer of Blackstone Alternative Asset Management and Senior Managing Director of The Blackstone Group. From 2003 to 2004, he was Chief Investment Officer of the OConnor Multi-Manager Program, the predecessor of the Adviser. Mr. Amlicke joined the OConnor Multi-Manager team in 1998. He began his career at OConnor & Associates in 1986 with the foreign currency options group, trading and managing global derivative portfolios. From 1995 to 1998, Mr. Amlicke pursued entrepreneurial interests and was actively involved in early-stage private equity investing in San Diego, California. Mr. Amlicke received his bachelors degree from the University of Michigan. | ||
The Funds Portfolio Manager manages 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 Manager may have an incentive to allocate investments that are expected to increase in value to preferred accounts. Conversely, the Portfolio Manager could favor one account over another in the amount or the sequence in which orders to redeem investments are placed. The Portfolio Manager may be perceived to have a conflict of interest if there are a large number of other accounts, in addition to the Fund, that he is managing on behalf of the Adviser. In addition, the Portfolio Manager could be viewed as having a conflict of interest to the extent that he has an investment in accounts other than the Fund. A potential conflict of interest may be perceived if the Adviser receives a performance-based advisory fee as to one account but not another, because the Portfolio Manager may favor the account subject to the performance fee, whether or not the performance of that account directly determines the Portfolio Managers compensation. The Adviser periodically reviews the Portfolio Managers overall responsibilities to ensure that he is 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 Manager 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 Manager 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 Advisers goal is to provide high quality investment services to all of its clients, while meeting its fiduciary obligation to treat all clients fairly. The Adviser has adopted and implemented policies and procedures, including brokerage and trade allocation policies and procedures, that it believes address the conflicts associated with managing multiple accounts for multiple clients. In addition, the Adviser monitors a variety of areas, including compliance with Fund guidelines. Furthermore, senior investment and business personnel at the Adviser periodically review the performance of the Portfolio Manager. | ||
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 the Portfolio Managers 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 Funds Portfolio Manager and approximate assets under management in those accounts as of December 31, 2017. |
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 |
4 | $881,078,707 | 70 | $17,003,319,663 | 15 | $19,709,069,121 |
1 | Of these accounts, 3 accounts with total assets of approximately $923,621,643 charge performance-based advisory fees. |
2 | Of these accounts, 43 accounts with total assets of approximately $10,161,199,469 charge performance-based advisory fees. |
3 | Of these accounts, 4 accounts with total assets of approximately $12,031,674,998 charge performance-based advisory fees. |
4 | The account does not charge performance-based advisory fees. |
Mr. Amlicke does not beneficially own any Interests in the Fund.
(b) Not applicable.
Item 9. | Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers. |
Not applicable.
Item 10. Submission of Matters to a Vote of Security Holders.
There have been no material changes to the procedures by which the shareholders may recommend nominees to the registrants board of directors, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR 229.407) (as required by Item 22(b)(15) of Schedule 14A (17 CFR 240.14a-101)), or this Item.
Item 11. Controls and Procedures.
(a) | The registrants principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrants disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the 1940 Act) (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)). | |
(b) | There were no changes in the registrants internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d))) that occurred during the registrants last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting. |
Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.
Not applicable.
Item 13. 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. | |
(a)(4) |
Not applicable. | |
(b) |
Not applicable. |
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 Technology Fund LLC |
By (Signature and Title)* |
/s/ William Ferri | |
William Ferri, Principal Executive Officer |
Date |
3/12/2018 |
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 |
3/12/2018 |
By (Signature and Title)* |
/s/ Dylan Germishuys | |
Dylan Germishuys, Principal Accounting Officer |
Date |
3/12/2018 |
* Print the name and title of each signing officer under his or her signature.
EX-99.CODE ETH
Code of Ethics for Principal Executive and Senior Financial Officers 4-S-006129
Internal |
Code of Ethics for Principal
Executive and Senior Financial
Officers
OR Taxonomy: Client-related Business Conduct
Owner/Issuer: Chief Compliance Officer UBS Hedge Fund Solutions LLC
Why do we have this supplementary policy?
This code of ethics (the Code) for the A&Q registered funds applies to each Funds Principal Executive Officer and Principal Accounting Officer and other persons performing similar functions 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.
Published: 02.03.2018 |
Page 1 of 9 |
Code of Ethics for Principal Executive and Senior Financial Officers 4-S-006129
Internal |
Infringements of this supplementary policy may result in disciplinary action including dismissal.
Published: 02.03.2018 |
Page 2 of 9 |
Code of Ethics for Principal Executive and Senior Financial Officers 4-S-006129
Internal |
Table of Contents
Supplementary Policy |
4 | |||||
1. | Purpose |
4 | ||||
2. | Covered Officers Should Handle Ethically Actual and Apparent Conflicts of Interest |
4 | ||||
3. | Disclosure and Compliance |
5 | ||||
4. | Reporting and Accountability |
6 | ||||
5. | Other Policies and Procedures |
6 | ||||
6. | Amendments |
7 | ||||
7. | Confidentiality |
7 | ||||
8. | Internal use |
7 | ||||
9. | Control Process |
7 | ||||
Annex | 8 | |||||
1. | UBS HFS Registered Funds as of July 1, 2016 |
8 | ||||
2. | List of Covered Officers as of July 1, 2016 |
8 | ||||
3. | Initial and Annual Acknowledgement of Receipt of the Code |
9 |
Published: 02.03.2018 |
Page 3 of 9 |
Code of Ethics for Principal Executive and Senior Financial Officers 4-S-006129
Internal |
Supplementary Policy
1. | Purpose |
This code of ethics (the Code) for the A&Q registered funds (each, a Fund) (Exhibit A) applies to each Funds Principal Executive Officer and Principal Accounting Officer and other persons performing similar functions, each of whom is listed on Exhibit B (the Covered Officers), for the purpose of promoting:
| honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; |
| full, fair, accurate, timely and understandable disclosure in reports and documents that the Fund files with, or submits to, the Securities and Exchange Commission (the SEC) and in other public communications made by the Fund; |
| compliance with applicable laws and governmental rules and regulations; |
| the prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and |
| accountability for adherence to the Code. |
Each Covered Officer should adhere to a high standard of business ethics and should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest.
2. | Covered Officers Should Handle Ethically Actual and Apparent Conflicts of Interest |
Overview. A conflict of interest occurs when a Covered Officers private interest interferes with the interests of, or his service to, the Fund. For example, a conflict of interest would arise if a Covered Officer, or a member of his family, receives improper personal benefits as a result of his position with the Fund.
Certain conflicts of interest arise out of the relationships between Covered Officers and the Fund and already are subject to conflict of interest provisions in the Investment Company Act of 1940, as amended (the 1940 Act), and the Investment Advisers Act of 1940, as amended (the Advisers Act). For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with the Fund because of their status as affiliated persons of the Fund. Policies and procedures applicable to the Fund and the Funds investment adviser (collectively, the Adviser) are designed to prevent, or identify and correct, violations of these provisions. The Code does not, and is not intended to, repeat or replace these programs and procedures, and the circumstances they cover fall outside of the parameters of the Code.
Published: 02.03.2018 |
Page 4 of 9 |
Code of Ethics for Principal Executive and Senior Financial Officers 4-S-006129
Internal |
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. |
3. | Disclosure and Compliance |
| Each Covered Officer should familiarize himself with the disclosure requirements generally applicable to the Fund; |
| each Covered Officer should not knowingly misrepresent, or cause others to misrepresent, facts about the Fund to others, whether within or outside the Fund, including to the Funds Board members and auditors, and to governmental regulators and self-regulatory organizations; and |
| each Covered Officer should, to the extent appropriate within his area of responsibility, consult with other officers and employees of the Fund and the Adviser and take other appropriate steps with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Fund files with, or submits to, the SEC and in other public communications made by the Fund; and |
| it is the responsibility of each Covered Officer to promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations. |
Published: 02.03.2018 |
Page 5 of 9 |
Code of Ethics for Principal Executive and Senior Financial Officers 4-S-006129
Internal |
4. | Reporting and Accountability |
Each Covered Officer must:
| upon adoption of the Code (or thereafter, as applicable, upon becoming a Covered Officer), affirm in writing to the Board that he has received, read, and understands the Code; |
| annually thereafter affirm to the Board that he/she has complied with the requirements of the Code; and |
| notify the Chief Compliance Officer or designee, (collectively the CCO) promptly if he/she knows of any violation of the Code. Failure to do so is itself a violation of the Code. |
The CCO is responsible for applying the Code to specific situations in which questions are presented under it and has the authority to interpret the Code in any particular situation. However, approvals, interpretations or waivers sought by any Covered Officer will be considered by a committee designated by the Funds Board (the Committee). In the absence of a designation, the Committee shall be the Board.
The Fund will follow these procedures in investigating and enforcing the Code:
| the CCO will take all appropriate action to investigate any potential violations reported to him; |
| if, after such investigation, the CCO believes that no violation has occurred, the CCO is not required to take any further action; |
| any matter that the CCO believes is a violation will be reported to the Committee; |
| if the Committee determines that a violation has occurred, it will inform and make a recommendation to the Board, which will consider appropriate action, which may include: review of, and appropriate modifications to, applicable policies and procedures; notification to appropriate personnel of the Adviser or its board; or a recommendation to dismiss the Covered Officer; |
| the Committee will be responsible for granting waivers, as appropriate; and |
| any waivers of or amendments to the Code, to the extent required, will be disclosed as provided by SEC rules. |
5. | Other Policies and Procedures |
The Code shall be the sole code of ethics adopted by the Fund for purposes of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules and forms applicable to registered investment companies thereunder. Insofar as other policies and procedures of the Fund, the Adviser, principal underwriter, or other service providers govern or purport to govern the behavior or activities of the Covered Officers who are subject to the Code, they are superseded by the Code to the extent that they overlap or conflict with the provisions of the Code. The Funds, the Advisers codes of ethics under Rule 17j-1 under the 1940 Act and the Advisers additional policies and procedures are separate requirements applying to the Covered Officers and others, and are not part of the Code.
Published: 02.03.2018 |
Page 6 of 9 |
Code of Ethics for Principal Executive and Senior Financial Officers 4-S-006129
Internal |
6. | Amendments |
Except as to Exhibit B, the Code may not be amended except in written form, which is specifically approved or ratified by a majority vote of the Funds Board, including a majority of independent Board members.
7. | 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.
8. | 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.
9. | 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.
Published: 02.03.2018 |
Page 7 of 9 |
Code of Ethics for Principal Executive and Senior Financial Officers 4-S-006129
Internal |
Annex
1. | UBS HFS Registered Funds as of July 1, 2016 |
A&Q Alternative Fixed-Income Strategies Fund LLC
A&Q Long/Short Strategies Fund LLC
A&Q Technology Fund LLC
A&Q Multi-Strategy Fund
A&Q Masters Fund
2. | List of Covered Officers as of July 1, 2016 |
Name | Covered Officer Title | |
William J. Ferri | Principal Executive Officer | |
Dylan Germishuys | Principal Accounting Officer |
Published: 02.03.2018 |
Page 8 of 9 |
Code of Ethics for Principal Executive and Senior Financial Officers 4-S-006129
Internal |
3. | 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:____________________ |
Published: 02.03.2018 |
Page 9 of 9 |
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 Technology 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 registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize, and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: 3/12/2018 |
/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 Technology 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 registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize, and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: 3/12/2018 |
/s/ Dylan Germishuys | |
Dylan Germishuys, Principal Accounting Officer |
D!
M\@'Z @,"# (4 AT")@(O C@"00)+ E0"70)G G$">@*$ HX"F *B JP"M@+!
M LL"U0+@ NL"]0, PL#%@,A RT#. -# T\#6@-F W(#?@.* Y8#H@.N [H#
MQP/3 ^ #[ /Y! 8$$P0@!"T$.P1(!%4$8P1Q!'X$C 2:!*@$M@3$!-,$X03P
M!/X%#044%]@8&!A8&)P8W!D@&
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M',P<]1T>'4<=:AZ4'KX>Z1\3'SX?:1^4'[\?ZB 5($$@
M;""8(,0@\"$<(4@A=2&A( &YXS'DJ>8EYYWI&
M>J5[!'MC>\)\(7R!?.%]07VA?@%^8G["?R-_A'_E@$> J($*@6N!S8(P@I*"
M](-7@[J$'82 A..%1X6KA@Z&
D!
M\@'Z @,"# (4 AT")@(O C@"00)+ E0"70)G G$">@*$ HX"F *B JP"M@+!
M LL"U0+@ NL"]0, PL#%@,A RT#. -# T\#6@-F W(#?@.* Y8#H@.N [H#
MQP/3 ^ #[ /Y! 8$$P0@!"T$.P1(!%4$8P1Q!'X$C 2:!*@$M@3$!-,$X03P
M!/X%#044%]@8&!A8&)P8W!D@&
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M',P<]1T>'4<=:AZ4'KX>Z1\3'SX?:1^4'[\?ZB 5($$@
M;""8(,0@\"$<(4@A=2&A( &YXS'DJ>8EYYWI&
M>J5[!'MC>\)\(7R!?.%]07VA?@%^8G["?R-_A'_E@$> J($*@6N!S8(P@I*"
M](-7@[J$'82 A..%1X6KA@Z&M+4K^QT:PGOK^>"SLX%WRW$[!$11W)/ % 'YD?VSK/_ $$=3_\ B7_ !K[
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M>@ HHHH ^5_B)X*UZ^^*6MSVFA:K>--KNG75MMTR-K.6.-8-[/ XGA309_$WCB3QE(\<-EYI
MEAA$BM(W&%W 'Y>.3G_Z]%*FZE7VKV#'XR."P2R^.LK6;MIO=VON2?%BTU.P
MU;2O$UB,I9@(6 SL8,2"1Z'./_UT\6I1DJD>A/#]2C5I5,'5^U^/_!+NB_&+
M1[M(X]5MYK*