N-CSR 1 fp0054976_ncsr.htm

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: 811-23079

 

  ABS Long/Short Strategies Fund  
  (Exact name of registrant as specified in charter)  

 

  235 West Galena Street
Milwaukee, Wisconsin 53212
 
  (Address of principal executive offices) (Zip code)  

 

  Laurence K. Russian
ABS Investment Management LLC
537 Steamboat Road
Greenwich, Connecticut 06830
 
  (Name and address of agent for service)  

 

Registrant's telephone number, including area code: (414) 299-2000

 

Date of fiscal year end: April 30

 

Date of reporting period: April 30, 2020

 

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.

 

 

 

ABS Long/Short Strategies Fund

 

Annual Report

 

April 30, 2020

 

Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund’s shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from the Fund or from your financial intermediary, such as a broker-dealer or bank, if you hold your shares through such an institution. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access the report.

 

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund or your financial intermediary electronically by calling (877) 499-9990 if you hold your shares directly with the Fund, or, if you hold your shares through a financial intermediary, by contacting your financial intermediary.

 

You may elect to receive paper copies of all future reports free of charge. You can inform the Fund or your financial intermediary that you wish to continue receiving paper copies of your shareholder reports by calling (877) 499-9990 if you hold your shares directly with the Fund, or, if you hold your shares through a financial intermediary, by contacting your financial intermediary.

 

 

ABS Long/Short Strategies Fund

 

TABLE OF CONTENTS
April 30, 2020

 

 

   

Report of Independent Registered Public Accounting Firm

1

Schedule of Investments

2

Summary of Investments

4

Statement of Assets, Liabilities and Shareholders’ Capital

5

Statement of Operations

6

Statements of Changes in Shareholders’ Capital

7

Statement of Cash Flows

8

Financial Highlights

9

Notes to the Financial Statements

10

Fund Management (Unaudited)

16

Other Information (Unaudited)

17

 

This report has been prepared for the general information of the shareholders. It is not authorized for distribution to prospective investors unless preceded or accompanied by a current Prospectus.

 

 

ABS Long/Short Strategies Fund

 

Report of Independent Registered Public Accounting Firm

 

 

To the Shareholders and the Board of Trustees of
ABS Long/Short Strategies Fund

 

Opinion on the Financial Statements

We have audited the accompanying statement of assets, liabilities and shareholders’ capital, including the schedule of investments, of ABS Long/Short Strategies Fund (the Fund) as of April 30, 2020, the related statements of operations and cash flows for the year then ended, the statements of changes in shareholders’ capital for each of the two years in the period then ended, including the related notes, and the financial highlights for each of the four years in the period then ended and the period from January 4, 2016 (commencement of operations) to April 30, 2016 (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of April 30, 2020, the results of its operations and its cash flows for the year then ended, the changes in its shareholders’ capital for each of the two years in the period then ended, and the financial highlights for each of the four years in the period then ended and the period from January 4, 2016 (commencement of operations) to April 30, 2016, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s 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 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 its 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 Fund’s 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 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. Our procedures included confirmation of securities owned as of April 30, 2020, by correspondence with the custodians and underlying fund advisors. We believe that our audits provide a reasonable basis for our opinion.

 

 

We have served as the auditor of one or more ABS Investment Management LLC’s investment companies since 2015.

 

Boston, Massachusetts
June 26, 2020

 

1

 

 

ABS Long/Short Strategies Fund

 

Schedule of Investments
As of April 30, 2020

 

 

 

Original
Acquisition
Date

 

Cost

   

Fair Value

 

Redemptions
Permitted

Redemption
Notice Period

INVESTMENTS IN PORTFOLIO FUNDS*a — 95.4%

                     

ASIAN EQUITY LONG/SHORT — 5.6%

                     

Kylin Offshore Fund Ltd.

2/1/2012 b

  $ 52,126     $ 52,477  

Quarterly

60 Days

Pleiad Asia Offshore Feeder Fund

10/1/2014 b

    7,422,570       8,448,130  

Quarterly

60 Days c,d

        7,474,696       8,500,607      

CHINA EQUITY LONG/SHORT — 4.3%

                     

IvyRock China Focus Feeder Fund - Class C

4/1/2019

    5,179,385       6,433,537  

Monthly

30 Days e

                       

COMMODITY RELATED EQUITY — 4.0%

                     

Lansdowne Energy Dynamics Fund Limited Class D

4/1/2018

    5,557,485       5,954,807  

Monthly

90 Days c

                       

EUROPEAN EQUITY LONG/SHORT — 10.7%

                     

Boldhaven Fund - Class 1A

7/1/2018

    5,006,935       5,232,683  

Quarterly

60 Days

Engadine Equity Fund - Institutional E

7/1/2017

    5,126,517       4,447,288  

Quarterly

45 Days

Rye Bay European Fund Ltd. - Class A

7/1/2017

    7,550,000       6,437,448  

Quarterly

65 Days

        17,683,452       16,117,419      

FINANCIAL EQUITY LONG/SHORT — 6.9%

                     

Azora Offshore Fund, Ltd.

5/1/2018

    5,221,540       5,326,278  

Quarterly

45 Days

Boathouse Row Offshore Ltd.

4/1/2017

    5,794,481       5,102,205  

Quarterly

60 Days

        11,016,021       10,428,483      

GLOBAL EQUITY LONG/SHORT — 12.6%

                     

Riposte Global Opportunity Fund, L.P. Founders 2

2/1/2016

    3,033,380       3,620,009  

Quarterly

30 Days

Saya Offshore Fund Ltd. - Class B

8/1/2017

    4,367,072       4,456,548  

Quarterly

45 Days

TPG Public Equity Partners-B, Ltd.

1/1/2016

    8,590,201       10,862,663  

Quarterly

60 Days d

        15,990,653       18,939,220      

HEALTH CARE EQUITY LONG/SHORT — 10.5%

                     

Camber Capital Fund L.P.

1/1/2016

    5,914,426       7,438,058  

Quarterly

90 Days c

Logos Global Offshore Fund Ltd.

9/1/2019

    4,400,000       4,529,505  

Quarterly

60 Days

Parkman HP Offshore Fund Ltd.

6/1/2019

    4,000,000       3,914,477  

Quarterly

45 Days

        14,314,426       15,882,040      

LATIN AMERICA — 4.4%

                     

Sagil Latin American Opportunities Fund - Class B

4/1/2017

    6,250,000       6,688,880  

Monthly

90 Days

                       

REAL ESTATE LONG/SHORT — 4.2%

                     

Long Pond Offshore, Ltd.

6/1/2011 b

    6,661,044       6,406,230  

Quarterly

60 Days d

 

The accompanying notes are an integral part of these Financial Statements.

 

2

 

 

ABS Long/Short Strategies Fund

 

SCHEDULE OF INVESTMENTS - Continued
As of April 30, 2020

 

 

 

Original
Acquisition
Date

 

Cost

   

Fair Value

 

Redemptions
Permitted

Redemption
Notice Period

INVESTMENTS IN PORTFOLIO FUNDS (Continued)

                     

TMT EQUITY LONG/SHORT — 17.4%

                     

Seligman Tech Spectrum Fund L.L.C.

1/1/2016

  $ 6,111,229     $ 7,544,804  

Monthly

30 Days

SoMa Offshore, Ltd. Class A Founders

1/1/2017

    7,227,644       10,255,002  

Quarterly

60 Days

Toronado Offshore Fund, Ltd. - Class A

8/1/2018

    6,200,000       8,410,320  

Quarterly

45 Days f,g

        19,538,873       26,210,126      

U.S. EQUITY LONG/SHORT — 14.8%

                     

Altimeter Offshore Ltd. - Class A1

11/1/2013 b

    4,470,349       5,149,738  

Semi-Annually

60 Days

Artisan Thematic Offshore Fund Ltd. - Founders Class

1/1/2019

    7,410,605       7,825,048  

Quarterly

30 Days

Callodine Capital Fund, LP

2/1/2019

    3,897,793       3,597,091  

Quarterly

45 Days

StackLine Partners Offshore Fund, Ltd. - Class F

5/1/2018

    5,000,000       5,694,264  

Quarterly

60 Days d

        20,778,747       22,266,141      

TOTAL INVESTMENTS IN PORTFOLIO FUNDS — 95.4%

      130,444,782       143,827,490      
                       

TOTAL INVESTMENTS 95.4%

      130,444,782       143,827,490      

Other Assets in Excess of Liabilities — 4.6%

              6,973,494      

SHAREHOLDERS’ CAPITAL 100.0%

            $ 150,800,984      

 

*

All Portfolio Funds are non-income producing securities.

 

a

Portfolio Funds are issued in private placement transactions and as such are restricted as to resale. The total cost and fair value of these restricted investments as of April 30, 2020 was $130,444,782 and $143,827,490 respectively.

 

b

Reflects original acquisition date of the investment transferred from the Predecessor Fund (Note 1).

 

c

The Portfolio Fund can institute a gate provision on redemptions at the fund level of 10-25% of the fair value of the investment in the Portfolio Fund.

 

d

The Portfolio Fund can institute a gate provision on redemptions at the investor level of 25% of the fair value of the investment in the Portfolio Fund per quarter.

 

e

The Portfolio Fund can institute a gate provision on redemptions at the fund level of 30% of the fair value of the investment in the Portfolio Fund.

 

f

The Portfolio Fund can institute a gate provision on redemptions at the investor level of 50% of the fair value of the investment in the Portfolio Fund per quarter.

 

g

The Portfolio Fund can institute a gate provision on redemptions at the fund level of 50% of the fair value of the investment in the Portfolio Fund.

 

The accompanying notes are an integral part of these Financial Statements.

 

3

 

 

ABS Long/Short Strategies Fund

 

Summary of Investments
As of April 30, 2020

 

 

Security Type/Country of Domicile

Percent of
Shareholders’
Capital

Investments in Portfolio Funds

 

Cayman Islands

77.3%

United States

14.7%

British Virgin Islands

3.4%

Total Investments in Portfolio Funds

95.4%

Total Investments

95.4%

Other Assets in Excess of Liabilities

4.6%

Shareholders’ Capital

100.0%

 

The accompanying notes are an integral part of these Financial Statements.

 

4

 

 

ABS Long/Short Strategies Fund

 

Statement of Assets, Liabilities and Shareholders’ Capital
As of April 30, 2020

 

 

Assets:

       

Investments in Portfolio Funds, at fair value (cost $130,444,782)

  $ 143,827,490  

Cash

    8,397,632  

Receivable for investments sold

    500,035  

Total assets

    152,725,157  
         

Liabilities:

       

Proceeds from sale of shares received in advance

    264,900  

Capital withdrawals payable

    1,458,214  

Management fees payable

    107,086  

Accounting and administration fees payable

    41,936  

Professional fees payable

    41,908  

Directors’ fees payable

    3,333  

Accrued other expenses

    6,796  

Total liabilities

    1,924,173  
         

Shareholders’ Capital

  $ 150,800,984  
         

Components of Shareholders Capital:

       

Paid-in capital

  $ 149,033,001  

Total distributable earnings

    1,767,983  

Shareholders’ Capital

  $ 150,800,984  
         

Shareholders Capital:

       

Founders’ Shares:

       

Shareholders’ Capital applicable to shares outstanding

  $ 150,800,984  

Shares of beneficial interest issued and outstanding

    1,499,937  

Net asset value, offering price and redemption proceeds per share

  $ 100.54  

 

The accompanying notes are an integral part of these Financial Statements.

 

5

 

 

ABS Long/Short Strategies Fund

 

Statement of Operations
For the Year Ended April 30, 2020

 

 

Investment Income:

       

Interest

  $ 11,044  

Total investment income

    11,044  
         

Expenses:

       

Management fees

    1,795,486  

Accounting and administration fees

    264,605  

Professional fees

    72,191  

Other expenses

    32,375  

Tender offer filing fees

    30,415  

Transfer agent fees and expenses

    29,914  

Directors’ fees

    10,000  

Registration fees

    5,830  

Total expenses

    2,240,816  

Management fees waived

    (265,670 )

Net expenses

    1,975,146  

Net investment loss

    (1,964,102 )
         

Net Realized and Unrealized Gain (Loss):

       

Net realized loss on investments

    (702,308 )

Net change in unrealized appreciation on investments

    891,868  

Net realized and unrealized gain

    189,560  
         

Net Decrease in Shareholders’ Capital from Operations

  $ (1,774,542 )

 

The accompanying notes are an integral part of these Financial Statements.

 

6

 

 

ABS Long/Short Strategies Fund

 

Statements of Changes in Shareholders’ Capital

 

 

   

For the
Year Ended
April 30, 2020

   

For the
Year Ended
April 30, 2019

 

Changes in Shareholders’ Capital from:

               

Operations:

               

Net investment loss

  $ (1,964,102 )   $ (1,666,861 )

Net realized gain (loss) on investments

    (702,308 )     2,290,388  

Net change in unrealized appreciation on investments

    891,868       1,361,727  

Net increase (decrease) in Shareholders’ Capital from operations

    (1,774,542 )     1,985,254  
                 

Distributions to Shareholders:

               

Distributions:

               

Founders’ shares

    (5,422,632 )     (4,429,975 )

Total distributions to shareholders

    (5,422,632 )     (4,429,975 )
                 

Capital Transactions:

               

Proceeds from sale of shares:

               

Founders’ shares

    2,272,500       101,146,387  

Reinvestment of distributions:

               

Founders’ shares

    5,422,632       4,429,975  

Payments for shares repurchased:

               

Founders’ shares

    (29,234,277 )     (3,034,106 )

Net increase (decrease) in Shareholders’ Capital from capital transactions

    (21,539,145 )     102,542,256  
                 

Total increase (decrease) in Shareholders’ Capital

    (28,736,319 )     100,097,535  
                 

Shareholders’ Capital:

               

Beginning of period

    179,537,303       79,439,768  

End of period

  $ 150,800,984     $ 179,537,303  
                 

Capital Share Transactions:

               

Shares sold:

               

Founders’ shares

    21,994       954,218  

Shares reinvested:

               

Founders’ shares

    50,433       46,132  

Shares repurchased:

               

Founders’ shares

    (299,391 )     (29,492 )

Net increase (decrease) in capital share transactions

    (226,964 )     970,858  

 

The accompanying notes are an integral part of these Financial Statements.

 

7

 

 

ABS Long/Short Strategies Fund

 

Statement of Cash Flows
For the Year Ended April 30, 2020

 

 

Cash flows from operating activities

       

Net decrease in Shareholders’ Capital from operations

  $ (1,774,542 )

Adjustments to reconcile net decrease in Shareholder’s Capital from operations to net cash provided by operating activities:

       

Purchases of long-term investments

    (29,850,000 )

Proceeds from investments sold

    55,696,324  

Net realized loss on investments

    702,308  

Net change in unrealized appreciation on investments

    (891,868 )

Changes in operating assets and liabilities:

       

Decrease in Portfolio Funds purchased in advance

    4,700,000  

Increase in receivable for investments sold

    (415,436 )

Decrease in management fees payable

    (19,478 )

Decrease in professional fees payable

    (32,975 )

Decrease in accounting and administration fees payable

    (1,414 )

Decrease in accrued other expenses payable

    (3,800 )

Net cash provided by operating activities

    28,109,119  
         

Cash flows from financing activities

       

Net change in proceeds from sale of shares in advance

    (585,100 )

Net change in capital withdrawals payable

    1,409,670  

Proceeds from sale of shares

    2,272,500  

Payments for shares repurchased

    (29,234,277 )

Net cash used in financing activities

    (26,137,207 )
         

Net increase in cash

    1,971,912  
         

Cash:

       

Beginning of year

    6,425,720  

End of year

  $ 8,397,632  

 

Non cash financing activities not included herein consist of $5,422,632 of reinvested dividends.

 

The accompanying notes are an integral part of these Financial Statements.

 

8

 

 

ABS Long/Short Strategies Fund

 

Financial Highlights
Founders’ Shares

 

 

Per share operating performance.
For a capital share outstanding throughout each year or period.

 

   

For the
Year Ended
April 30, 2020

   

For the
Year Ended
April 30, 2019

   

For the
Year Ended
April 30, 2018

   

For the
Year Ended
April 30, 2017**

   

For the Period
January 4, 2016*
through
April 30, 2016

 

Net asset value, beginning of period

  $ 103.9650     $ 105.0730     $ 101.3354     $ 93.8163     $ 100.0000  

Net Increase (Decrease) in Shareholders’ Capital from Operations

                                       

Net investment loss

    (1.7403 )     (0.2101 )     (0.9702 )     (1.0177 )     (0.3095 )

Net realized and unrealized gain (loss) on investments

    1.4772       1.8328       7.6547       8.5368       (5.8742 )

Net Increase (Decrease) in Shareholders’ Capital from Operations

    (0.2631 )     1.6227       6.6845       7.5191       (6.1837 )
                                         

Less Distributions:

                                       

From net investment income

    (1.9235 )                        

From net realized gains

    (1.2402 )     (2.7307 )     (2.9469 )            

Total distributions

    (3.1637 )     (2.7307 )     (2.9469 )            
                                         

Net asset value, end of period

  $ 100.5382     $ 103.9650     $ 105.0730     $ 101.3354     $ 93.8163  
                                         

Total Return(1)

    (0.45 )%     1.76 %     6.61 %     8.01 %     (6.18 )%(2)
                                         

Ratios and Supplemental Data:

                                       

Shareholders’ Capital, end of period (in thousands)

  $ 150,801     $ 179,537     $ 79,440     $ 66,303     $ 56,928  
                                         

Net investment loss to average Shareholders’ Capital(3)

    (1.10 )%     (1.10 )%     (1.10 )%     (1.10 )%     (1.10 )%(4)

Ratio of gross expenses to average Shareholders’ Capital(3)(5)

    1.25 %     1.24 %     1.48 %     1.63 %     2.33 %(4)

Ratio of expense waiver to average Shareholders’ Capital(3)

    (0.15 )%     (0.14 )%     (0.38 )%     (0.53 )%     (1.23 )%(4)

Ratio of net expenses to average Shareholders’ Capital(3)

    1.10 %     1.10 %     1.10 %     1.10 %     1.10 %(4)

Portfolio Turnover

    18 %     20 %     30 %     14 %     0 %(2)

 

*

Commencement of operations.

 

**

The financial highlights presented for the Founders’ Shares for the year ended April 30, 2017 includes operating results and net assets of the Institutional Shares, which were converted into Founders Shares on April 1, 2017.

 

(1)

Total Return based on net asset value per share is the combination of changes in net asset value per share and reinvested dividend income at net asset value per share, if any.

 

(2)

Not annualized.

 

(3)

The ratios do not include investment income or expenses of the Portfolio Funds in which the Fund invests.

 

(4)

Annualized.

 

(5)

Represents the ratio of expenses to average Shareholders’ Capital absent fee waivers and/or expense reimbursement by the Adviser.

 

The accompanying notes are an integral part of these Financial Statements.

 

9

 

 

ABS Long/Short Strategies Fund

 

Notes to the Financial Statements
April 30, 2020

 

 

1. ORGANIZATION

 

ABS Long/Short Strategies Fund (the “Fund”) was organized as a Delaware statutory trust on June 24, 2015 and is registered with the Securities and Exchange Commission (the “SEC”) as a closed-end, non-diversified management investment company under the Investment Company Act of 1940, as amended, and the Securities Act of 1933, as amended, and operates as a “tender offer fund.” The Fund’s investment objective is to seek capital appreciation over a full market cycle while maintaining a lower level of volatility when compared to the global equity markets’ risk and volatility.

 

To achieve its investment objective, the Fund, under normal circumstances, invests its assets pursuant to equity long/short strategies through investments in private investment vehicles or “hedge funds” (“Portfolio Funds”).

 

Generally, the equity long/short strategies employed by the Portfolio Funds involve taking long and short positions in the equity securities (or the equivalent thereof) of U.S. and foreign issuers. These long and short positions are created by purchasing and selling short specific equity securities or groups of equity securities.

 

The Portfolio Funds may utilize a variety of investment approaches and techniques to implement their long/short equity strategies. The Portfolio Funds, for example, may construct long and short portions based upon the following strategies: (1) a mispricing of equity securities relative to each other or relative to historic norms; (2) the effect of events on different equity securities; (3) perceived valuations of equity securities (e.g., whether an issuer is overvalued or undervalued); and/or (4) the effect of global economic and political changes on the prices of equity securities (collectively, “Long/Short Equity Strategies”). The Portfolio Funds may utilize a variety of investment styles (e.g. growth/value, small cap/large cap) and focus on specific sectors, regions (e.g. U.S., emerging markets, global) and asset classes (e.g. common stocks, preferred stocks and convertible securities) to implement the Long/Short Equity Strategies. The Portfolio Funds in the aggregate will provide the Fund with market exposure that may be net short or net long.

 

While it is anticipated that the Portfolio Funds will primarily invest in publicly traded U.S. and foreign common stocks, Portfolio Funds may also use other equity securities such as preferred stock, convertible securities and warrants to implement their equity long/short strategies.

 

A Portfolio Fund may also invest in fixed income securities such as corporate debt obligations, government securities, municipal securities, financial institution obligations, mortgage-related securities, asset-backed securities and zero-coupon securities issued by U.S. issuers and similar securities issued by foreign issuers (collectively, “Fixed Income Securities”) on an opportunistic basis. It is expected that the Portfolio Funds may apply techniques similar to the Long/Short Equity Strategy to implement long/short positions in Fixed Income Securities.

 

The Fund commenced operations on January 4, 2016. The Fund had no operations prior to January 4, 2016 other than those relating to its organization and the sale of 1,000 shares of beneficial interest in the Fund at $100.0000 per share to ABS Investment Management LLC (the “Adviser”) on September 29, 2015. Simultaneous with the commencement of the Fund’s operations (“Commencement of Operations”) on January 4, 2016, ABS (3)(C)(1) LP (the “Predecessor Fund”), was reorganized with and into the Founders’ Shares (“Founders’ Shares”) of the Fund. This exchange was nontaxable, whereby the Fund issued 447,524 shares for the net assets of the Predecessor Fund on January 4, 2016. Total assets with a fair market value of $44,752,356 including securities of the Predecessor Fund with a fair value of $40,243,919 (identified cost of investments transferred $33,647,656) were the primary assets received by the Fund. For financial reporting purposes, assets received and shares issued by the Fund were recorded at fair value; however, the cost basis of the investments received from the Predecessor Fund was carried forward to align ongoing reporting of the Fund’s realized and unrealized gains and losses with amount distributable to shareholders for tax purposes.

 

The Fund’s registration statement permits it to offer three classes of shares known as the Founders’ Shares, Institutional Shares (“Institutional Shares”) and A Shares (“A Shares”). The Fund commenced investment operations on January 4, 2016 with the Founders’ Shares. The Institutional Shares commenced operations on July 1, 2016. On April 1, 2017, the Fund converted all of the shareholders of the Institutional Shares into the Founders’ Shares. As of April 30, 2020, no shareholder had purchased Institutional Shares and the A Shares had not commenced operations.

 

10

 

 

ABS Long/Short Strategies Fund

 

NOTES TO THE FINANCIAL STATEMENTS - Continued
April 30, 2020

 

 

2. SIGNIFICANT ACCOUNTING POLICIES

 

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of the financial statements in accordance with U.S. 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 statement, as well as reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from these estimates.

 

The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standard Codification Topic 946 “Financial Services—Investment Companies.”

 

a. Fair Value of Financial Instruments

The Board of Trustees (“Board”) has established a Valuation Committee to oversee the valuation of the Fund’s investments on behalf of the Fund. The Board has approved valuation procedures for the Fund (the “Valuation Procedures”). The Valuation Procedures provide that the Fund will value its investments in direct investments and Portfolio Funds at fair value.

 

The valuations of investments in Portfolio Funds are generally supported by monthly valuation statements received from the Portfolio Funds’ independent administrators. In addition, investor reports and audited financial statements, among other things, may be considered when available or necessary.

 

In accordance with the Valuation Procedures, fair value as of each month-end or other applicable accounting periods, as applicable, ordinarily will be the value determined as of such date by each Portfolio Fund in accordance with the Portfolio Fund’s valuation policies and reported at the time of the Fund’s valuation. As a general matter, the fair value of the Fund’s interest in a Portfolio Fund will represent the amount that the Fund could reasonably expect to receive from the Portfolio Fund if the Fund’s interest was redeemed at the time of valuation, based on information reasonably available at the time the valuation is made and that the Fund believes to be reliable. In the event that a Portfolio Fund or its independent administrator does not report a month-end value to the Fund on a timely basis, the Fund will determine the fair value of such Portfolio Fund based on the most recent estimated value reported by the Portfolio Fund, as well as any other relevant information available at the time the Fund values its portfolio.

 

Investments in Portfolio Funds are recorded at fair value, using the Portfolio Fund’s net asset value as a practical expedient. Based on guidance provided by FASB, investments for which fair value is measured using the net asset value practical expedient are not required to be categorized in the fair value hierarchy.

 

b. Investment Income

Interest income is recorded on an accrual basis.

 

c. Fund Expenses

The Fund will pay all of its expenses, or reimburse the Adviser or their affiliates to the extent they have previously paid such expenses on behalf of the Fund. The expenses of the Fund include, but are not limited to, any fees and expenses in connection with the offering and issuance of shares of beneficial interest (“Shares”) of the Fund; all fees and expenses directly related to portfolio transactions and positions for the Fund’s account; all fees and expenses reasonably incurred in connection with the operation of the Fund, such as investment management fee, legal fees, auditing fees, accounting, administration, and tax preparation fees, custodial fees, costs of insurance, registration expenses and trustees’ fees. Income and expenses of the Fund are allocated on a pro rata basis to each class of shares, except for distribution and service fees which are unique to certain share classes.

 

d. Income Tax Information & Distributions to Shareholders

The Fund’s policy is to comply with the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended, that are applicable to regulated investment companies (“RICs”) and to distribute substantially all of its net investment income and any net realized gains to its shareholders (“Shareholders”). Therefore, no provision is made for federal income or excise taxes. Due to the timing of dividend distributions and the differences in accounting for income and realized gains and losses for financial statement and federal income tax purposes, the fiscal year in which amounts are distributed may differ from the year in which the income and realized gains and losses are recorded by the Fund.

 

11

 

 

ABS Long/Short Strategies Fund

 

NOTES TO THE FINANCIAL STATEMENTS - Continued
April 30, 2020

 

 

Accounting for Uncertainty in Income Taxes (the “Income Tax Statement”) requires an evaluation of tax positions taken (or expected to be taken) in the course of preparing Fund’s tax returns to determine whether these positions meet a “more-likely-than-not” standard that, based on the technical merits, have a more than fifty percent likelihood of being sustained by a taxing authority upon examination. A tax position that meets the “more-likely-than-not” recognition threshold is measured to determine the amount of benefit to recognize in the financial statements. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations.

 

The Income Tax Statement requires management of the Fund to analyze tax positions expected to be taken in the Fund’s tax returns, as defined by Internal Revenue Service (the “IRS”) statute of limitations for all major jurisdictions, including federal tax authorities and certain state tax authorities. As of and during the open years ended April 30, 2017-2020, the Fund did not have a liability for any unrecognized tax benefits. The Fund has no examination in progress and is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

 

Additionally, U.S. GAAP requires certain components of net assets relating to permanent differences be reclassified between financial and tax reporting. Permanent differences between book and tax basis are attributable to certain non-deductible expenses for tax purposes, including net investment loss. These reclassifications have no effect on shareholders’ capital or net asset value per share. For the tax period ended September 30, 2019, the following amounts were reclassified:

 

Paid-in capital  $(1,043)
Total distributable earnings   1,043 

 

As of April 30, 2020, the federal tax cost of investment securities and unrealized appreciation (depreciation) were as follows:

 

Gross unrealized appreciation

  $ 13,341,100  

Gross unrealized depreciation

    (5,530,826 )

Net unrealized appreciation

  $ 7,810,274  

Cost of investments

  $ 136,017,216  

 

The difference between cost amounts for financial statement and federal income tax purposes is due primarily to investments in partnerships and passive foreign investment companies (“PFICs”).

 

The tax basis of distributable earnings as of September 30, 2019, the Fund’s last tax year, with unrealized appreciation on investments adjusted for activity through the Fund’s fiscal year ended April 30, 2020, shown below represent distribution requirements met by the Fund subsequent to the fiscal tax year end in order to satisfy income tax regulations and losses the Fund may be able to offset against income and gains realized in future years.

 

Undistributed ordinary income

  $  

Undistributed long-term capital gains

    64,941  

Tax accumulated earnings

    64,941  

Accumulated capital and other losses

  $ (1,197,950 )

Unrealized appreciation on investments

    7,810,274  

Total accumulated earnings (deficit)

  $ 6,677,265  

 

The character of distributions made during the year from net investment income or net realized gain may differ from the characterization for federal income tax purposes due to differences in the recognition of income, expense and gain/(loss) items for financial statement and tax purposes. Where appropriate, reclassifications between net asset accounts are made for such differences that are permanent in nature.

 

12

 

 

ABS Long/Short Strategies Fund

 

NOTES TO THE FINANCIAL STATEMENTS - Continued
April 30, 2020

 

 

The tax character of distributions paid during the tax periods ended September 30, 2019 and September 30, 2018 were as follows:

 

   

2019

   

2018

 

Distributions paid from:

               

Ordinary Income

  $     $  

Long-term Capital Gains

    4,429,975       2,065,189  

Total Distributions

  $ 4,429,975     $ 2,065,189  

 

As of September 30, 2019, the Fund had $1,197,950 of qualified late-year ordinary losses which are deferred until fiscal year 2020 for tax purposes. Net late-year losses incurred after December 31, and within the taxable year are deemed to arise on the first day of the Fund’s next taxable year.

 

e. Cash

Cash includes interest bearing non-restricted cash with one financial institution.

 

3. INVESTMENT ADVISORY AGREEMENT AND OTHER AGREEMENTS

 

The Fund is managed by the Adviser, a Delaware limited liability company registered under the Investment Advisers Act of 1940, as amended. Certain officers of the Fund are also directors and officers of the Adviser.

 

The Fund has entered into an investment advisory agreement (the “Advisory Agreement”) with the Adviser. Pursuant to the terms of the Advisory Agreement, the Adviser is responsible for developing, implementing and supervising the Fund’s continuous investment program in a manner reasonably consistent with the investment objective and policies of the Fund. As compensation for services and facilities required to be provided by the Adviser under the Advisory Agreement, the Fund will pay the Adviser a fee at an annual rate equal to 1.00%, payable monthly based on the Fund’s month end net asset value.

 

Under the terms of the expense limitation agreement, the Adviser has contractually agreed to waive its management fee and/or reimburse expenses to limit the Fund’s total annual fund operating expenses attributable to the Founders’ Shares to 1.10% (after fee waivers and/or expense reimbursements, and exclusive of taxes, interest, portfolio transaction expenses (including but not limited to brokerage fees and commissions, custodial “ticket” costs to process Fund investments in other investment funds, and other fees and expenses incurred in connection with the acquisition, holding, and disposition of securities and other investments), acquired fund fees and expenses, dividend expenses on short sales and extraordinary expenses not incurred in the ordinary course of the Fund’s business). The expense limitation agreement, however, provides for the Adviser’s recoupment of expenses reimbursed and/or fees waived by the Adviser, for a period of three (3) years following the date such reimbursement or reduction was made if such recoupment does not cause current expenses to exceed the expense limit for the Founders’ Shares in effect at the time the expenses were paid/waived or any expense limit in effect at the time of recoupment. The expense limitation agreement will continue until August 30, 2020 and may be terminated or extended at any time by the Board. The Adviser cannot unilaterally terminate the expense limitation agreement prior to August 30, 2020. No such termination will affect the obligation (including the amount of the obligation) of the Fund to repay amounts of waived fees and/or reimbursed expenses with respect to periods prior to such termination.

 

For the year ended April 30, 2020, the Adviser waived management fees totaling $265,670. At April 30, 2020, the amount of these potentially recoverable expenses was $792,926 (see below). The Adviser may recapture all or a portion of the following amounts no later than April 30 of the years stated below:

 

2021

  $ 284,857  

2022

    242,399  

2023

    265,670  

Total

  $ 792,926  

 

Foreside Fund Services, LLC acts as the Fund’s principal underwriter.

 

4. RELATED PARTY TRANSACTIONS

 

At April 30, 2020, Shareholders who are affiliated with the Adviser owned less than 1% of Shareholders’ Capital of the Fund.

 

13

 

 

ABS Long/Short Strategies Fund

 

NOTES TO THE FINANCIAL STATEMENTS - Continued
April 30, 2020

 

 

5. CONTROL OWNERSHIP

 

The beneficial ownership, either directly or indirectly, of more than twenty-five percent (25%) of the voting securities creates a presumption of control of the Fund, under Section 2(a)(9) of the 1940 Act. As of April 30, 2020, Operating Engineers Local 324 Pension Fund had ownership in the Fund in the amount of 34.57%. Shareholders owning voting securities in excess of 25% may determine the outcome of any matter affecting and voted on by Shareholders of the Fund.

 

6. ADMINISTRATION AND CUSTODY AGREEMENT

 

UMB Fund Services, Inc., serves as administrator (the “Administrator”) to the Fund and provides certain accounting, administrative, record keeping and investor related services. The Fund pays a monthly fee to the Administrator based upon Shareholders’ Capital, subject to certain minimums.

 

UMB Bank, N.A. (the “Custodian”), an affiliate of the Administrator, serves as the primary custodian of the assets of the Fund, and may maintain custody of such assets with U.S. and non-U.S. sub-custodians, securities depositories and clearing agencies.

 

7. REPURCHASES OF SHARES

 

Shareholders do not have the right to require the Fund to redeem any or all of their Shares. To provide a limited degree of liquidity to Shareholders, the Fund may from time to time offer to repurchase Shares pursuant to written repurchase offers, but is not obligated to do so. Repurchases will be made at such times, in such amounts and on such terms as may be determined by the Board, in its sole discretion. In determining whether the Fund should offer to repurchase Shares, the Board will consider a variety of operational, business and economic factors. The Board convenes quarterly to consider whether or not to authorize a repurchase offer. The Board expects that repurchase offers, if authorized, will be made no more frequently than on a quarterly basis and will typically have a valuation date as of March 31, June 30, September 30 or December 31 (or, if any such date is not a Business Day, on the last Business Day of such calendar quarter).

 

8. DIVIDEND REINVESTMENT PLAN

 

Shareholders will automatically participate in the Fund’s Dividend Reinvestment Plan (“DRIP”) and have all income dividends and/or capital gains distributions automatically reinvested in additional Shares of the same class unless they elect in writing to receive distributions in cash in their subscription agreement with the Fund. UMB Fund Services, Inc. (the “Agent”) acts as the agent for participants under the DRIP. Participants in the DRIP will receive an amount of Shares equal to the amount of the distribution on that Participant’s Shares divided by the immediate post-distribution NAV per Share of the Shares of that class.

 

Shareholders who elect not to participate in the DRIP will receive all distributions in cash paid by wire (or, if the Shares are held in street or other nominee name, then to the nominee) by UMB Fund Services, Inc. as dividend paying agent. To the extent shareholders make an election to receive distributions in cash, the Fund may pay any or all such distributions in a combination of cash and Shares. The automatic reinvestment of dividends and distributions will not relieve participants of any income taxes that may be payable (or required to be withheld) on dividends and distributions.

 

A shareholder may withdraw from the DRIP at any time. There will be no penalty for withdrawal from the DRIP and shareholders who have previously withdrawn from the DRIP may rejoin it at any time. Changes in elections must be in writing and should include the shareholder’s name and address as they appear on the records of the Fund. An election to withdraw from the DRIP will, until such election is changed, be deemed to be an election by a shareholder to take all subsequent distributions in cash. An election will be effective only for a distribution declared and having a record date of at least 10 (ten) days after the date on which the election is received. A shareholder whose Shares are held in the name of a broker or nominee should contact such broker or nominee concerning changes in that shareholder’s election.

 

9. INVESTMENT TRANSACTIONS

 

For the year ended April 30, 2020, the purchase and sale of investments, excluding short-term investments, were $29,850,000 and $55,696,324, respectively.

 

14

 

 

ABS Long/Short Strategies Fund

 

NOTES TO THE FINANCIAL STATEMENTS - Continued
April 30, 2020

 

 

10. INDEMNIFICATION

 

In the normal course of business, the Fund has entered into contracts that contain a variety of representations which provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. However, the Fund expects the risk of loss to be remote.

 

11. RISK FACTORS

 

The Fund is subject to substantial risks, including market risks, strategy risks and Portfolio Fund manager risks. Portfolio Funds generally will not be registered as investment companies under the Investment Company Act and, therefore, the Fund will not be entitled to the various protections afforded by the Investment Company Act with respect to its investments in Portfolio Funds. While the Adviser will attempt to moderate any risks of securities activities of the Portfolio Fund managers, there can be no assurance that the Fund’s investment activities will be successful or that the Shareholders will not suffer losses. The Adviser will not have any control over the Portfolio Fund managers, thus there can be no assurances that a Portfolio Fund manager will manage its portfolio in a manner consistent with the Fund’s investment objective.

 

12. SUBSEQUENT EVENTS

 

Management has evaluated the impact of all subsequent events on the Fund through the date the financial statements were available to be issued.

 

In early 2020, an outbreak of a novel strain of coronavirus (COVID-19) emerged globally. This coronavirus has resulted in closing international borders, enhanced health screenings, healthcare service preparation and delivery, quarantines, cancellations, disruptions to supply chains and customer activity, as well as general public concern and uncertainty. The impact of this outbreak has negatively affected the worldwide economy, as well as the economies of individual countries, the financial health of individual companies and the market in general in significant and unforeseen ways. The future impact of COVID-19 is currently unknown, and it may exacerbate other risks that apply to the Fund, including political, social and economic risks. Any such impact could adversely affect the Fund’s performance, the performance of the securities in which the Fund invests and may lead to losses on your investment in the Fund. The ultimate impact of COVID-19 on the financial performance of the Fund’s investments is not reasonably estimable at this time.

 

There were no other events or transactions that occurred during this period that materially impacted the amounts or disclosures in the Fund’s financial statements.

 

15

 

 

ABS Long/Short Strategies Fund

 

Fund Management (Unaudited)
April 30, 2020

 

 

The identity of the Board of Trustees and brief biographical information as of April 30, 2020 is set forth below. The Fund’s Statement of Additional Information includes additional information about the Board of Trustees and is available, without charge, by calling 1-877-499-9990.

 

Name, Address and
Year of Birth

Position(s) Held
with Fund

Term of
Office and
Length of
Time Served

Principal Occupation(s)
During Past Five Years

Number of
Funds in
Complex
Overseen
by Trustee

Other
Directorships
Held by Trustee
During the
Past 5 Years

Interested Trustee:

Laurence K. Russian
235 West Galena Street, Milwaukee, Wisconsin 53212
Born: 1970

Trustee; Chief Executive Officer; President

Since 2015

Managing Member and Portfolio Manager, ABS Investment Management LLC since 2002.

1

None

Independent Trustees:

Bruce Beaty
235 West Galena Street, Milwaukee, Wisconsin 53212
Born: 1958

Trustee Member, Audit, Nominating, Qualified Legal Compliance and Valuation Committee

Since 2015

President and Chief Executive Officer, Blue Ridge Real Estate Company and Big Boulder Corporation (real estate development and hospitality operations) since August 2011, Chairman of the Board of Directors since 2014 and a Director of each of the companies since 2006.

1

2

Richard Latto
235 West Galena Street, Milwaukee, Wisconsin 53212
Born: 1963

Trustee Member, Audit, Nominating, Qualified Legal Compliance and Valuation Committee

Since 2015

Managing Member, Spray Rock Capital (investment firm) since 2016, Portfolio Manager, Taylor Woods Capital (investment firm) 2015-2016; Managing Director, Longroad Asset Management (asset management firm) from 2001-2015.

1

None

Principal Officers who are Not Trustees

David J. Finn
235 West Galena Street, Milwaukee, Wisconsin 53212
Born: 1973

Treasurer and Principal Financial Officer; Secretary

Since 2015

Chief Financial Officer and Chief Compliance Officer, ABS Investment Management LLC since 2003.

N/A

N/A

Ishpreet Chadha
235 West Galena Street, Milwaukee, Wisconsin 53212
Born: 1986

Chief Compliance Officer and Anti-Money Laundering Officer

Since 2017

Counsel, ABS Investment Management LLC since 2013.

N/A

N/A

 

16

 

 

ABS Long/Short Strategies Fund

 

Other Information (Unaudited)
April 30, 2020

 

 

Dividend Reinvestment Plan

 

Questions concerning the DRIP should be directed to the Agent at 235 West Galena Street, Milwaukee, Wisconsin 53212 or (877) 499-9990.

 

Tax Information

 

For the year ended April 30, 2020, the Fund designates $4,429,975 as a 20% rate gain distribution for purposes of the dividends paid deduction.

 

Proxy Voting

 

The Fund is required to file Form N-PX, with its complete proxy voting record for the twelve months ended June 30 no later than August 31. The Fund’s Form N-PX filing is available: (i) without charge, upon request, by calling the Fund at 1-877-499-9990 or (ii) by visiting the SEC’s website at www.sec.gov.

 

Availability of Quarterly Portfolio Schedules

 

The Fund will file its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q (or as an exhibit to its reports on Form N-Q’s successor form, Form N-PORT). The Fund’s Form N-Q and Form N-PORT is available, without charge and upon request, on the SEC’s website at www.sec.gov or may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the Public Reference Room may be obtained by calling 1-800-SEC-0330.

 

17

 

 

Distributor

Foreside Fund Services, LLC
Three Canal Plaza, Suite 100
Portland, Maine 04101

 

 

 

ITEM 2. CODE OF ETHICS.

 

(a) The registrant, as of the end of the period covered by this report, has adopted a code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party.

 

(c) There have been no amendments, during the period covered by this report, to a provision of the code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, and that relates to any element of the code of ethics description.

 

(d) The registrant has not granted any waivers, during the period covered by this report, including an implicit waiver, from a provision of the code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, that relates to one or more of the items set forth in paragraph (b) of this item's instructions.

 

(f)(3) A copy of such code of ethics is available without charge, upon request, by calling the Fund at (414) 299-2000. Also, a copy of the code of ethics is attached as an exhibit to this filing.

 

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

 

As of the end of the period covered by the report, the registrant's board of trustees has determined that Mr. Bruce Beaty is qualified to serve as the audit committee financial expert serving on its audit committee and that Mr. Beaty 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 in each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years were $37,275 for 2019 and $36,000 for 2020.

 

Audit-Related Fees

 

(b) The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant's financial statements and are not reported under paragraph (a) of this Item were $0 for 2019 and $0 for 2020. The fees listed in Item 4 (b) are related to out-of-pocket expenses in relation to the annual audit of the registrant.

 

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 were $7,500 for 2019 and $7,500 for 2020.

  

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 were $0 for 2019 and $0 for 2020.

 

(e)(1) Disclose the audit committee's pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.

 

The Registrant's Audit Committee must pre-approve the audit and non-audit services of the Auditors prior to the Auditor's engagement.

 

(e)(2) The percentage of 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 are as follows:

 

100% of these fees were approved by the Trust’s Audit Committee as required pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X.

 

 

 

(f) The percentage of hours expended on the principal accountant's engagement to audit the registrant's financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full-time, permanent employees was less than fifty percent.

 

(g) The aggregate non-audit fees billed by the registrant's accountant for services rendered to the registrant, and rendered to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant in each of the last two fiscal years for the registrant was $32,000 for 2019 and $32,000 for 2020.

 

(h) Not applicable.

 

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

 

Not applicable.

 

ITEM 6. SCHEDULE OF INVESTMENTS.

 

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.

 

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

 

Proxy Voting Policies and Procedures

 

I.INTRODUCTION

 

ABS Long/Short Strategies Fund (the “Fund”) is the beneficial owner of its portfolio securities. Accordingly, the Fund’s Board of Trustees (the “Board”), acting on behalf of the Fund, has the right and the fiduciary obligation to vote proxies relating to the Fund’s portfolio securities in a manner consistent with the best interests of the Fund and its shareholders. Accordingly, the Board has adopted these Proxy Voting Policies and Procedures with respect to voting proxies relating to portfolio securities held by the Fund (these “Policies and Procedures”).

 

II.POLICY

 

A.DELEGATION TO THE INVESTMENT ADVISER.

 

 

 

1. The policy of the Fund is to delegate the responsibility for voting proxies relating to portfolio securities held by the Fund to the Fund’s investment adviser (the “Adviser”) as a part of the Adviser’s general management of the Fund, subject to the Board’s continuing oversight.

 

2. The policy of the Fund is also to adopt the policies and procedures used by the Adviser to vote proxies relating to portfolio securities held by its clients, including the Fund (the “Adviser’s Policies and Procedures”).

 

3. The Adviser shall periodically inform its employees (i) that they are under an obligation to be aware of the potential for conflicts of interest on the part of the Adviser with respect to voting proxies on behalf of the Fund, both as a result of the employee’s personal relationships and due to circumstances that may arise during the conduct of the Adviser’s business, and (ii) that employees should bring conflicts of interest of which they become aware to the attention of the management of the Adviser.

 

4. The Adviser shall be responsible for coordinating the delivery of proxies by the Fund’s custodian to the Adviser or to an agent of the Adviser selected by the Adviser to vote proxies with respect to which the Adviser has such discretion.

 

III.FIDUCIARY DUTY

 

The Adviser is a fiduciary to the Fund and must vote proxies in a manner consistent with the best interest of the Fund and its shareholders.

 

IV.PROXY VOTING PROCEDURES

 

A. ANNUAL PRESENTATION OF PROXY VOTING POLICIES TO THE BOARD. At least annually, the Adviser shall present to the Board for its review the Adviser’s Policies and Procedures. In addition, the Adviser shall notify the Board promptly of material changes to the Adviser’s Policies and Procedures.

 

B. ANNUAL PRESENTATION OF PROXY VOTING RECORD TO THE BOARD. At least annually, the Adviser shall provide to the Board a record of each proxy voted with respect to portfolio securities held by the Fund during the year. With respect to those proxies that the Adviser has identified as involving a conflict of interest, the Adviser shall submit a separate report indicating the nature of the conflict of interest and how that conflict was resolved with respect to the voting of the proxy. For this purpose, a “conflict of interest” shall be deemed to occur when the Adviser, the Fund’s principal underwriters, or an affiliated person of the Adviser or a principal underwriter has a financial interest in a matter presented by a proxy to be voted on behalf of the Fund, other than the obligation the Adviser incurs as investment adviser to the Fund, which may compromise the Adviser’s independence of judgment and action in voting the proxy.

 

C. RESOLUTION OF CONFLICTS OF INTEREST. Where a proxy proposal raises a material conflict of interest between the interests of the Adviser, the Fund’s principal underwriter, or an affiliated person of the Fund, the Adviser or a principal underwriter and that of the Fund, the Adviser shall resolve such conflict in the manner described below.

 

 

 

1. Vote in Accordance with a Predetermined Specific Policy. To the extent that the Adviser’s Policies and Procedures include a pre-determined voting policy for various types of proposals and the Adviser has little or no discretion to deviate from such policy with respect to the proposal in question, the Adviser shall vote in accordance with such pre-determined voting policy.

 

2. Notify and Obtain Consent of the Board. To the extent that the Adviser’s Policies and Procedures include a pre-determined voting policy for various proposals and the Adviser has discretion to deviate from such policy, or the Adviser’s Policies and Procedures do not include pre-determined policies, the Adviser shall disclose the conflict to the Board and obtain the Board’s consent to the proposed vote prior to voting on such proposal.

 

a. Detailed Disclosure to the Board. To enable the Board to make an informed decision regarding the vote in question, such disclosure to the Board shall include sufficient detail regarding the matter to be voted on and the nature of the conflict. When the Board does not respond to such a conflict disclosure request or denies the request, the Adviser shall abstain from voting the securities held by the Fund.

 

b. Use of Independent Third Party. To the extent there is a conflict of interest between the Adviser, the Fund’s principal underwriters, or an affiliated person of the Adviser or a principal underwriter and the Fund and the Adviser notifies the Board of such conflict, the Board may vote the proxy in accordance with the recommendation of an independent third party.

 

V.REVOCATION OF AUTHORITY TO VOTE

 

The delegation by the Board of the authority to vote proxies relating to portfolio securities held by the Fund may be revoked by the Board, in whole or in part, at any time.

 

VI.ANNUAL FILING OF PROXY VOTING RECORD

 

The Fund shall file an annual report of each proxy voted with respect to portfolio securities held by the Fund during the twelve-month period ended June 30 on Form N-PX not later than August 31 of each year.

 

VII.PROXY VOTING DISCLOSURES

 

A. The Fund shall include in its registration statement:

 

1. A description of these Policies and Procedures and of the Adviser’s Policies and Procedures; and

 

2. A statement disclosing that information regarding how the Fund voted proxies relating to portfolio securities held by the Fund during the most recent twelve-month period ended June 30 is available without charge, upon request, by calling the Fund’s toll-free telephone number or through a specified Internet address or both and on the SEC website.

 

 

 

B. The Fund shall include in its Annual and Semi-Annual Reports to shareholders:

 

1. A statement that a description of these Policies and Procedures is available without charge, upon request, by calling the Fund’s toll-free telephone number or through a specified Internet address or both and on the SEC website.

 

2. A statement that information regarding how the Fund voted proxies relating to portfolio securities held by the Fund during the most recent 12-month period ended June 30 is available without charge, upon request, by calling the Fund’s toll-free telephone number or through a specified Internet address or both and on the SEC website.

 

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

 

(a)(1) Identification of Portfolio Manager(s) or Management Team Members and Description of Role of Portfolio Manager(s) or Management Team Members

 

The following table provides biographical information about the members of the Adviser who are primarily responsible for the day-to-day portfolio management of the Fund as of April 30, 2020:

 

Name of Portfolio Manager Title Length of Time of Service to the Fund Business Experience During the Past 5 Years
Laurence K. Russian Managing Member & Portfolio Manager Since Inception Managing Member and Portfolio Manager, ABS Investment Management LLC since 2002.
Guilherme R. Valle Managing Member & Portfolio Manager Since Inception Managing Member and Portfolio Manager, ABS Investment Management LLC since 2002.
Alain DeCoster Managing Member & Portfolio Manager Since Inception Managing Member and Portfolio Manager, ABS Investment Management LLC since 2002.

 

 

 

(a)(2) Other Accounts Managed by Portfolio Manager(s) or Management Team Member and Potential Conflicts of Interest

 

The following table shows information regarding accounts (other than the Fund) managed by Mr. Russian, Mr. Valle and Mr. DeCoster as of April 30, 2020:

 

Team Member Pooled Investment Vehicles Other Accounts
  Number
(Total)
Market Value Total Number w/ Perf. Fee(1) Market Value w/ Perf. Fee(1) Number
(Total)
Market Value (Total) Number
w/ Perf.
Fee(1)
Market Value w/ Perf. Fee (1)
L. Russian 10 $3.56b 7 $2.92b 4 $0.87b 2 $.46b
G. Valle 10 $3.56b 7 $2.92b 4 $0.87b 2 $.46b
A. DeCoster 10 $3.56b 7 $2.92b 4 $0.87b 2 $.46b

 

(1)These columns represent the number and market value of Pooled Investment Vehicles and Other Accounts that pay the Adviser a performance-based fee.

 

Conflicts of Interest

 

As a general matter, certain actual or apparent conflicts of interest may arise in connection with a Portfolio Manager’s management of the Fund’s investments, on the one hand, and the investments of other accounts for which the team member is responsible, on the other. For example, the management of multiple accounts may result in a team member devoting unequal time and attention to the management of each account. Although the Adviser does not track the time a team member spends on a single portfolio, it does periodically assess whether a team member has adequate time and resources to effectively manage all of the accounts for which he is responsible. Moreover, variances in advisory fees charged from account to account may create an incentive for a team member to devote more attention to those accounts that pay higher advisory fees. It is also possible that the various accounts managed could have different investment strategies that, at times, might conflict with one another. Alternatively, to the extent that the same investment opportunities might be desirable for more than one account, possible conflicts could arise in determining how to allocate them.

 

The Adviser has adopted and implemented policies and procedures, including trade allocation policies and procedures, which it believes address the conflicts associated with managing multiple accounts for multiple clients.

 

(a)(3) Compensation Structure of Portfolio Manager

 

The Portfolio Managers are Managing Members and equity owners of the Adviser. Their compensation consists of a fixed salary, bonus compensation and their respective share of the Adviser’s earnings. Each year, a bonus pool is established based on the net income of the Adviser and calculated pursuant to pre-set formula. The bonus pool is then allocated to Adviser personnel by the Managing Members. Participation in the bonus pool is at the discretion of the Managing Members and is based on subjective factors determined by the Managing Members in their sole discretion.

 

 

 

(a)(4) Disclosure of Securities Ownership

 

Portfolio Management Team’s Ownership of Shares

 

The following table sets forth the dollar range of equity securities beneficially owned by each Portfolio Manager in the Fund as of April 30, 2020:

 

Portfolio Manager Dollar Range of Fund Shares Beneficially Owned(1)
L. Russian $100,001-$500,000
G. Valle $100,001-$500,000
A. DeCoster $10,001-$50,000

 

(1)Each Portfolio Manager may be deemed to have an indirect beneficial interest in Shares held in the name of the Adviser through their respective ownership interests in the Adviser. Additionally, Mr. Russian and Mr. Valle have a direct beneficial interest in Shares.

 

(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.

 

The Board has formed a Nominating Committee composed of the Independent Trustees. The Nominating Committee is responsible for nominating candidates for election or appointment as Independent Trustees and undertaking such other duties as shall be required of the Nominating Committee from time to time by the Board. Currently, the Nominating Committee does not consider nominees recommended by shareholders.

 

ITEM 11. CONTROLS AND PROCEDURES.

 

(a) The registrant's principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the "1940 Act") (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)).

 

 

 

(b) There were no changes in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the registrant's second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.

 

ITEM 12. DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

 

Not applicable.

 

ITEM 13. EXHIBITS.

 

(a)(1) Code of ethics or any amendments thereto, that is subject to 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) Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto.

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

(Registrant) ABS Long/Short Strategies Fund    
       
By (Signature and Title)* /s/ Laurence K. Russian   
  Laurence K. Russian, President & Principal Executive Officer
  (Principal Executive Officer)  
       
Date July 9, 2020    

 

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/ Laurence K. Russian   
  Laurence K. Russian, President & Principal Executive Officer  
  (Principal Executive Officer)  
       
Date July 9, 2020    
       
By (Signature and Title)* /s/ David J. Finn   
  David J. Finn, Treasurer and Principal Financial Officer  
  (Principal Financial Officer)  
       
Date July 9, 2020    

 

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