N-CSRS 1 d782102dncsrs.htm A&Q AGGREGATED ALPHA STRATEGIES FUND LLC <![CDATA[A&Q Aggregated Alpha Strategies Fund LLC]]>

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        811-21516            

A&Q Aggregated Alpha Strategies Fund LLC (formerly known as, O’Connor Fund of Funds:

Aggregated Alpha Strategies LLC)

(Exact name of registrant as specified in charter)

677 Washington Boulevard

                    Stamford, Connecticut 06901                    

(Address of principal executive offices) (Zip code)

Michael Kim

UBS Alternative and Quantitative Investments LLC

677 Washington Boulevard

                            Stamford, CT 06901                           

(Name and address of agent for service)

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

Date of fiscal year end:  December 31

Date of reporting period:  June 30, 2014

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.


Item 1. Reports to Stockholders.

The Report to Shareholders is attached herewith.


A&Q AGGREGATED ALPHA STRATEGIES FUND LLC

(formerly O’Connor Fund of Funds: Aggregated Alpha Strategies LLC)

Financial Statements

(Unaudited)

Semi-Annual Report

Period from January 1, 2014 to June 30, 2014


A&Q AGGREGATED ALPHA STRATEGIES FUND LLC

(formerly O’Connor Fund of Funds: Aggregated Alpha Strategies LLC)

Financial Statements

(Unaudited)

Semi-Annual Report

Period from January 1, 2014 to June 30, 2014

 

 

Contents   

Statement of Assets, Liabilities and Members’ Capital

   1

Statement of Operations

   2

Statements of Changes in Members’ Capital

   3

Statement of Cash Flows

   4

Financial Highlights

   5

Notes to Financial Statements

   6

Schedule of Portfolio Investments

   17


A&Q Aggregated Alpha Strategies Fund LLC (formerly O’Connor Fund of Funds:

Aggregated Alpha Strategies LLC)

Statement of Assets, Liabilities and Members’ Capital

(Unaudited)

 

June 30, 2014

 

 

 

ASSETS

  

Investments in Investment Funds, at fair value (cost $43,853,703)

   $         52,816,154   

Cash

     2,526,580   

Receivable from Investment Funds

     7,352,582   

Advanced subscriptions in Investment Funds

     3,000,000   

Other assets

     24,178   

Total Assets

     65,719,494   

LIABILITIES

  

Withdrawals payable

     5,741,941   

Professional fees payable

     172,922   

Management Fee payable

     140,359   

Administrator Fee payable

     32,391   

Administration fee payable

     23,005   

Custody fee payable

     3,200   

Other liabilities

     62,646   

Total Liabilities

     6,176,464   

Members’ Capital

   $ 59,543,030   

MEMBERS’ CAPITAL

  

Represented by:

  

Net capital contributions

   $ 50,580,579   

Accumulated net unrealized appreciation/(depreciation) on investments in Investment Funds

     8,962,451   
   

Members’ Capital

   $ 59,543,030   

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

 

1


A&Q Aggregated Alpha Strategies Fund LLC (formerly O’Connor Fund of Funds:

Aggregated Alpha Strategies LLC)

Statement of Operations

(Unaudited)

 

Period from January 1, 2014 to June 30, 2014

 

 

 

EXPENSES

  

Management Fee

   $             409,116   

Professional fees

     190,500   

Administrator Fee

     94,411   

Administration fee

     34,255   

Directors’ fees

     31,250   

Loan commitment fees

     19,357   

Custody fee

     4,950   

Printing, insurance and other expenses

     49,833   

Total Expenses

     833,672   

Net Investment Loss

     (833,672

NET REALIZED AND UNREALIZED GAIN/(LOSS) FROM INVESTMENTS

  

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

     845,123   

Net change in unrealized appreciation/depreciation on investments in Investment Funds

     456,107   

Net Realized and Unrealized Gain/(Loss) from Investments

     1,301,230   

Net Increase in Members’ Capital Derived from Operations

   $ 467,558   

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

 

2


A&Q Aggregated Alpha Strategies Fund LLC (formerly O’Connor Fund of Funds:

Aggregated Alpha Strategies LLC)

Statements of Changes in Members’ Capital

 

 

Year Ended December 31, 2013 and Period from January 1, 2014 to June 30, 2014 (Unaudited)

 

      Adviser     Members     Total  

Members’ Capital at January 1, 2013

   $         57,968      $       97,934,221      $       97,992,189   

INCREASE (DECREASE) FROM OPERATIONS

      

Pro rata allocation:

      

Net investment loss

     (530     (2,132,542     (2,133,072

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

     4,735        6,610,053        6,614,788   

Net change in unrealized appreciation/depreciation on investments in Investment Funds

     24        176,951        176,975   

Net Increase in Members’ Capital Derived from Operations

     4,229        4,654,462        4,658,691   

MEMBERS’ CAPITAL TRANSACTIONS

      

Members’ subscriptions

            1,173,550        1,173,550   

Members’ withdrawals

            (41,047,017     (41,047,017

Net Decrease in Members’ Capital Derived from Capital Transactions

            (39,873,467     (39,873,467

Members’ Capital at December 31, 2013

   $ 62,197      $ 62,715,216      $ 62,777,413   

INCREASE (DECREASE) FROM OPERATIONS

      

Pro rata allocation:

      

Net investment loss

     (325     (833,347     (833,672

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

     823        844,300        845,123   

Net change in unrealized appreciation/depreciation on investments in Investment Funds

     438        455,669        456,107   

Net Increase in Members’ Capital Derived from Operations

     936        466,622        467,558   

MEMBERS’ CAPITAL TRANSACTIONS

      

Members’ subscriptions

            2,040,000        2,040,000   

Members’ withdrawals

            (5,741,941     (5,741,941

Net Decrease in Members’ Capital Derived from Capital Transactions

            (3,701,941     (3,701,941

Members’ Capital at June 30, 2014

   $ 63,133      $ 59,479,897      $ 59,543,030   

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

 

3


A&Q Aggregated Alpha Strategies Fund LLC (formerly O’Connor Fund of Funds:

Aggregated Alpha Strategies LLC)

Statement of Cash Flows

(Unaudited)

 

Period from January 1, 2014 to June 30, 2014

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

  

Net increase in members’ capital derived from operations

   $             467,558   

Adjustments to reconcile net increase in members’ capital derived from operations to net cash provided by operating activities:

  

Purchases of investments in Investment Funds

     (5,030,971

Proceeds from disposition of investments in Investment Funds

     10,886,404   

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

     (845,123

Net change in unrealized appreciation/depreciation on investments in Investment Funds

     (456,107

Changes in assets and liabilities:

  

(Increase) decrease in assets:

  

Advanced subscriptions in Investment Funds

     (3,000,000

Receivable from Investment Funds

     9,032,583   

Other assets

     (15,059

Increase (decrease) in liabilities:

  

Administration fee payable

     9,260   

Administrator Fee payable

     13,356   

Custody fee payable

     (3,870

Directors’ fees payable

     (3,000

Management Fee payable

     57,874   

Professional fees payable

     (6,148

Other liabilities

     11,195   

Net cash provided by operating activities

     11,117,952   

CASH FLOWS FROM FINANCING ACTIVITIES

  

Proceeds from Members’ subscriptions

     2,040,000   

Payments on Members’ withdrawals, including change in withdrawals payable

     (15,346,332

Net cash used in financing activities

     (13,306,332

Net decrease in cash

     (2,188,380

Cash-beginning of period

     4,714,960   

Cash-end of period

   $ 2,526,580   

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

 

4


A&Q Aggregated Alpha Strategies Fund LLC (formerly O’Connor Fund of Funds:

Aggregated Alpha Strategies LLC)

Financial Highlights

 

 

June 30, 2014

 

 

The following represents the ratios to average members’ capital and other supplemental information for all Members, excluding the Adviser, for the periods indicated. An individual Member’s ratios and returns may vary from the below based on the timing of capital transactions.

 

     Period from
January 1,
2014 to June
30, 2014
     

Years Ended December 31,

   
    

(Unaudited)

 

2013

 

2012

 

2011

 

2010

 

2009

Ratio of net investment loss to

average members’ capital a, b

   (2.65%) c   (2.43%)   (2.25%)   (2.17%)   (2.15%)   (2.21%)

Ratio of gross expenses to

average members’ capital a, b

   2.65% c   2.43%   2.25%   2.19%   2.15%   0.00%

Ratio of net expenses to

average members’ capital a, b

   2.65% c   2.43%   2.25%   2.18%   2.15%   2.22%

Portfolio turnover rate

   8.75%   22.24%   36.28%   28.64%   28.92%   32.28%

Total return d

   0.70%   5.60%   3.53%   (4.26%)   4.92%   14.43%

Members’ capital at end of

period (including the Adviser)

   $59,543,030   $62,777,413   $97,992,189   $114,943,320   $128,132,432   $114,691,952

 

  a

The average members’ capital used in the above ratios is calculated using pre-tender members’ capital, excluding the Adviser.

 

  b

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

 

  c

Annualized.

 

  d

The total return is based on the change in value during the period of a theoretical investment made at the beginning of the period. The change in value of a theoretical investment is measured by comparing the aggregate ending value, adjusted for cash flows related to capital subscriptions or withdrawals during the period. Total return for periods less than a full year are not annualized.

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

 

5


A&Q Aggregated Alpha Strategies Fund LLC (formerly O’Connor Fund of Funds:

Aggregated Alpha Strategies LLC)

Notes to Financial Statements

(Unaudited)

 

June 30, 2014

 

 

 

1.

Organization

A&Q Aggregated Alpha Strategies Fund LLC (formerly O’Connor Fund of Funds: Aggregated Alpha Strategies LLC) (the “Fund”) was organized as a limited liability company under the laws of Delaware on July 29, 2004 and commenced operations on October 1, 2004. 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’s investment objective is to seek capital appreciation over the long-term. The Fund is a multi-manager fund that seeks to achieve its objective by deploying its assets among a select group of portfolio managers who over time have produced attractive returns. Generally, such portfolio managers conduct their investment programs through unregistered investment funds (collectively, the “Investment Funds”), in which the Fund invests as a limited partner, member or shareholder along with other investors.

Except to the extent otherwise delegated to the Adviser and the Administrator (as both defined below), management and control of the business of the Fund shall be vested in the Fund’s Board of Directors (the “Directors”). Each Independent 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 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 as such term is defined in the 1940 Act.

The Directors have engaged UBS Alternative and Quantitative Investments LLC (“UBS A&Q”, the “Adviser” and, when providing services under the Administration Agreement, the “Administrator”), a Delaware limited liability company, to provide investment advice regarding the selection of Investment Funds and to be responsible for the day-to-day management of the Fund. The Adviser is a wholly owned subsidiary of UBS AG and is registered as an investment adviser under the Investment Advisers Act of 1940, as amended.

Initial and additional applications for interests by eligible investors may be accepted at such times as the Directors may determine and are generally accepted monthly. The Directors reserve the right to reject any application for interests in the Fund.

The Fund from time to time may offer to repurchase interests pursuant to written tenders to members (the “Members”). These repurchases will be made at such times and on such terms as may be determined by the Directors, in their complete and exclusive discretion. The Adviser expects that generally, it will recommend to the Directors 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 Directors, which may

 

6


A&Q Aggregated Alpha Strategies Fund LLC (formerly O’Connor Fund of Funds:

Aggregated Alpha Strategies LLC)

Notes to Financial Statements (continued)

(Unaudited)

 

June 30, 2014

 

 

 

1.

Organization (continued)

 

be withheld in their sole and absolute discretion. Such transfers may be made even if the balance of the capital account to such transferee is equal to or less than the transferor’s 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 Fund’s investment does not have a readily determinable fair value and (ii) the NAV of the investment fund is calculated in a manner consistent with the measurement principles of investment company accounting, including measurement of the underlying investments at fair value. In evaluating the level at which the fair value measurement of the Fund’s investments have been classified, the Fund has assessed factors including, but not limited to, price transparency, the ability to redeem at NAV at the measurement date and the existence or absence of certain restrictions at the measurement date. The three levels of the fair value hierarchy are as follow:

 

Level 1—   quoted prices in active markets for identical investments
Level 2—  

fair value of investments in Investment Funds with the ability to redeem in full within one quarter from the measurement date

Level 3—  

fair value of investments in Investment Funds that do not have the ability to redeem within one quarter from the measurement date

The Fund recognizes transfers into and out of the levels indicated above and transfers between an Investment Fund’s liquid holdings and side pocket holdings at the end of the reporting period. All transfers into and out of Level 3 can be found in the Level 3 reconciliation table within the Schedule of Portfolio Investments. The Fund considers all Investment Funds with the ability to redeem in full within one quarter of the measurement date at the Investment Fund’s NAV to be Level 2.

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

 

7


A&Q Aggregated Alpha Strategies Fund LLC (formerly O’Connor Fund of Funds:

Aggregated Alpha Strategies LLC)

Notes to Financial Statements (continued)

(Unaudited)

 

June 30, 2014

 

 

 

2.

Significant Accounting Policies (continued)

 

  a.

Portfolio Valuation (continued)

 

assets and liabilities. Judgment is used to determine the appropriate classes of assets and liabilities for which disclosures about fair value measurements are provided. Fair value measurement disclosures for each class of assets and liabilities requires greater disaggregation than the Fund’s line items in the Statement of Assets, Liabilities and Members’ Capital. The Fund determines the appropriate classes for those disclosures on the basis of the nature and risks of the assets and liabilities and their classification in the fair value hierarchy (i.e., Levels 1, 2, and 3).

For assets and liabilities measured at fair value on a recurring basis during the period, the Fund provides quantitative disclosures about the fair value measurements separately for each class of assets and liabilities, as well as a reconciliation of beginning and ending balances of Level 3 assets and liabilities broken down by class.

The following is a summary of the investment strategies and any restrictions on the liquidity provisions of the investments in Investment Funds held in the Fund as of June 30, 2014. 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 June 30, 2014. The Fund used the following categories to classify its Investment Funds.

The Investment Funds in the credit/income strategy utilize credit analysis to evaluate potential investments and use debt or debt-linked instruments to execute their investment theses. Their approach can be either fundamental, quantitative, or a combination of both. The Investment Funds in the credit/income strategy have restrictions on liquidity in their offering documents as described in the table below:

 

Strategy   

Range of redemption

notice period *

  

Percentage with investor

level gates **

Credit/Income

   60 – 90 days    32%
  *

These Investment Funds are available to be redeemed in accordance with their offering documents, as of the measurement date, subject to the notice period.

 
  **

These Investment Funds limit investors’ ability to redeem their full holdings at any redemption date typically requiring 4 redemption periods.

 

 

8


A&Q Aggregated Alpha Strategies Fund LLC (formerly O’Connor Fund of Funds:

Aggregated Alpha Strategies LLC)

Notes to Financial Statements (continued)

(Unaudited)

 

June 30, 2014

 

 

 

2.

Significant Accounting Policies (continued)

 

  a.

Portfolio Valuation (continued)

 

The Investment Funds in the equity hedged strategy generally utilize fundamental analysis to invest in publicly traded equities investing in both long and short positions seeking to capture perceived security mispricings. Portfolio construction is driven primarily by bottom-up fundamental research; top-down analysis may also be applied. The Investment Funds in the equity hedged strategy have restrictions on liquidity in their offering documents as described in the table below:

 

Strategy   

Range of redemption

notice period *

  

Percentage with investor

level gates **

Equity Hedged

   45 – 90 days    50%
  *

These Investment Funds are available to be redeemed in accordance with their offering documents, as of the measurement date, subject to the notice period.

 
  **

These Investment Funds limit investors’ ability to redeem their full holdings at any redemption date typically requiring 4 redemption periods.

 

The Investment Funds in the multi-strategy strategy invest in both long and short, equity and debt strategies that are primarily in US based securities. The management of these Investment Funds seek arbitrage opportunities, distressed securities, corporate restructures and hedges established in equities, convertible securities, options, warrants, rights, forward contracts, futures, trade claims, credit default swaps and other derivatives, real estate and other financial instruments. The Investment Funds in the multi-strategy strategy have restrictions on liquidity in their offering documents as described in the table below:

 

Strategy   

Range of redemption  

notice period *  

  

Percentage with investor  

level gates **  

  

Percentage with side

pockets ***

Multi-Strategy

   60 – 65 days    44%    6%
  *

These Investment Funds are available to be redeemed in accordance with their offering documents, as of the measurement date, subject to the notice period.

 
  **

These Investment Funds limit investors’ ability to redeem their full holdings at any redemption date typically requiring 3 redemption periods.

 
  ***

Redemption notice periods are no longer effective and the liquidation of assets is uncertain.

 

 

9


A&Q Aggregated Alpha Strategies Fund LLC (formerly O’Connor Fund of Funds:

Aggregated Alpha Strategies LLC)

Notes to Financial Statements (continued)

(Unaudited)

 

June 30, 2014

 

 

 

2.

Significant Accounting Policies (continued)

 

  a.

Portfolio Valuation (continued)

 

The other category contains investment approaches that are outside of the mainstream hedge fund strategies (credit, equity hedged, relative value and trading). The category includes other strategies, such as certain private equity and real estate dealings, as well as niche investment approaches including asset-backed lending, insurance-linked securities, direct private lending, factoring, infrastructure investing, viatical/structured settlements, natural resources and weather derivatives. The Investment Funds in the other strategy have restrictions on liquidity in their offering documents as described in the table below:

 

Strategy   

Range of redemption  

notice period

  

Percentage with investor  

level gates

  

Percentage with

side pockets *

Other

   N/A    N/A    100%
  *

Redemption notice periods are no longer effective and the liquidation of assets is uncertain.

 

The Investment Funds in the relative value strategy, a broad category, generally encompassing strategies that are non-fundamental and non-directional, and often quantitatively driven. The Investment Funds in this strategy typically use arbitrage to exploit mispricings and other opportunities in various asset classes, geographies, and time horizons. The Investment Funds frequently focus on capturing the spread between two assets, while maintaining neutrality to other factors, such as geography, changes in interest rates, equity market movement, and currencies. The Investment Funds in the relative value strategy have restrictions on liquidity in their offering documents as described in the table below:

 

Strategy   

Range of redemption

notice period *

  

Percentage with investor

level gates **

Relative Value

   30 – 120 days    50%
  *

These Investment Funds are available to be redeemed in accordance with their offering documents, as of the measurement date, subject to the notice period.

 
  **

These Investment Funds limit investors’ ability to redeem their full holdings at any redemption date typically requiring 4 redemption periods.

 

 

10


A&Q Aggregated Alpha Strategies Fund LLC (formerly O’Connor Fund of Funds:

Aggregated Alpha Strategies LLC)

Notes to Financial Statements (continued)

(Unaudited)

 

June 30, 2014

 

 

 

2.

Significant Accounting Policies (continued)

 

  a.

Portfolio Valuation (continued)

 

The Investment Funds in the trading strategy are generally top-down in nature and often driven by econometric and macroeconomic research. These Investment Funds may utilize financial instruments, such as foreign exchange, equities, rates, sovereign debt, currencies, and commodities to express a manager’s view. In executing different approaches, managers may use either fundamental or quantitative models or a combination of both. The Investment Funds in the trading strategy have restrictions on liquidity in their offering documents as described in the table below:

 

Strategy   

Range of redemption

notice period *

  

Percentage with investor

level gates **

Trading

   30 – 90 days    36%
  *

These Investment Funds are available to be redeemed in accordance with their offering documents, as of the measurement date, subject to the notice period.

 
  **

These Investment Funds limit investors’ ability to redeem their full holdings at any redemption date typically requiring 4 - 12 redemption periods.

 

A detailed depiction of each investment in the portfolio by investment strategy, including any additional liquidity terms and other restrictions, as well as a breakdown of the portfolio into the fair value measurement levels, can be found in the tables within the Schedule of Portfolio Investments.

Members’ capital of the Fund is determined by the Fund’s administrator, under the oversight of the Adviser, as of the close of business at the end of any fiscal period in accordance with the valuation principles set forth below or as may be determined from time to time pursuant to policies established by the Directors. The Fund’s investments in Investment Funds are subject to the terms and conditions of the respective operating agreements and offering memorandums, as appropriate. The Adviser utilizes procedures pursuant to Accounting Standards Codification (“ASC”) 820, Fair Value Measurements (“Topic 820”) in which the Fund values its investments in Investment Funds at fair value. Fair value is generally determined utilizing NAVs supplied by, or on behalf of, the Investment Funds’ investment managers, which are net of management and incentive fees charged by the Investment Funds. NAVs received by, or on behalf of, the Investment Funds’ investment managers are based on the fair value of the Investment Funds’ underlying investments in accordance with the policies established by the Investment Funds. Because of the inherent uncertainty of valuation, the value of the Fund’s investments in the Investment Funds may differ significantly from the value that would have been used had a ready market been available. See Schedule of Portfolio Investments for further information.

 

11


A&Q Aggregated Alpha Strategies Fund LLC (formerly O’Connor Fund of Funds:

Aggregated Alpha Strategies LLC)

Notes to Financial Statements (continued)

(Unaudited)

 

June 30, 2014

 

 

 

2.

Significant Accounting Policies (continued)

 

  a.

Portfolio Valuation (continued)

 

The fair value relating to certain underlying investments of these Investment Funds, for which there is no ready market, has been estimated by the respective Investment Funds’ management and is based upon available information in the absence of readily ascertainable fair values and does not necessarily represent amounts that might ultimately be realized. Due to the inherent uncertainty of valuation, those estimated fair values may differ significantly from the values that would have been used had a ready market for the investments existed. These differences could be material.

It is unknown, on an aggregate basis, whether the Investment Funds held any investments whereby the Fund’s proportionate share exceeded 5% of the Fund’s members’ capital at June 30, 2014.

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

 

  b.

Investment Transactions and Income Recognition

The Fund accounts for realized gains and losses from Investment Fund transactions based on the pro-rata ratio of the fair value and cost of the underlying investment at the date of redemption. Interest income and expenses are recorded on the accrual basis.

 

  c.

Fund Expenses

The Fund bears all expenses incurred in its business, including, but not limited to, the following: all costs and expenses related to portfolio transactions and positions for the Fund’s account; legal fees; accounting and auditing fees; custodial fees; costs of computing the Fund’s NAV; costs of insurance; registration expenses; interest expense; offering and organization costs; due diligence, including travel and related expenses; expenses of meetings of Directors; all costs with respect to communications to Members; and other types of expenses approved by the Directors.

 

  d.

Income Taxes

The Fund has reclassified $833,672 and $845,123 from accumulated net investment loss and accumulated net realized gain from investments in Investment Funds, respectively, to net capital contributions during the six month period ended June 30, 2014. 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 Fund’s Members as of June 30, 2014 and had no effect on members’ capital.

 

12


A&Q Aggregated Alpha Strategies Fund LLC (formerly O’Connor Fund of Funds:

Aggregated Alpha Strategies LLC)

Notes to Financial Statements (continued)

(Unaudited)

 

June 30, 2014

 

 

 

2.

Significant Accounting Policies (continued)

 

  d.

Income Taxes (continued)

 

The Fund files income tax returns in the U.S. federal jurisdiction and applicable states. Management has analyzed the Fund’s 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 Fund’s financial statements. The Fund’s 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 recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations. For the six month period ended June 30, 2014, the Fund did not incur any interest or penalties.

Each Member is individually required to report on its own tax return its distributive share of the Fund’s taxable income or loss.

 

  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 Adviser provides investment advisory services to the Fund pursuant to an Investment Advisory Agreement. In consideration for such services, the Fund pays the Adviser a monthly fee (the “Management Fee”) at an annual rate of 1.30% of the Fund’s members’ capital, excluding the capital account attributable to the Adviser.

 

13


A&Q Aggregated Alpha Strategies Fund LLC (formerly O’Connor Fund of Funds:

Aggregated Alpha Strategies LLC)

Notes to Financial Statements (continued)

(Unaudited)

 

June 30, 2014

 

 

 

3.

Related Party Transactions (continued)

 

The Administrator provides certain other administrative services to the Fund including, among other things, providing office space and other support services. In consideration for such services, the Fund pays the Administrator a monthly fee (the “Administrator Fee”) at an annual rate of 0.30% of the Fund’s members’ capital, excluding the capital account attributable to the Adviser. The Management Fee and the Administrator Fee will be paid to the Adviser out of the Fund’s assets and debited against the Members’ capital accounts, excluding the capital account attributable to the Adviser. A portion of the Management Fee is paid by UBS A&Q to its affiliates.

UBS Financial Services Inc. (“UBS FSI”), a wholly-owned subsidiary of UBS Americas, Inc., acts as a placement agent for the Fund, without special compensation from the Fund, and bears its own costs associated with its activities as placement agent. Placement fees, if any, charged on contributions are debited against the contribution amounts, to arrive at a net subscription amount. The placement fee does not constitute assets of the Fund.

The net increase or decrease in members’ capital derived from operations (net income or loss) is allocated to the capital accounts of all Members on a pro-rata basis, other than the Administrator Fee and the Management Fee which are similarly allocated to all Members other than the Adviser as described above.

Each Director of the Fund receives an annual retainer of $8,250 plus a fee for each meeting attended. The Chairman of the Board of Directors and the Chairman of the Audit Committee of the Board of Directors each receive an additional annual retainer in the amount of $20,000. These additional annual retainer amounts are paid for by the Fund on a pro-rata basis with eight other UBS funds where UBS A&Q is the investment adviser. All Directors are reimbursed by the Fund for all reasonable out of pocket expenses.

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

 

4.

Administration and Custody Fees

BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon”) serves as accounting and investor servicing agent to the Fund and in that capacity provides certain administrative, accounting, record keeping, tax and Member related services. BNY Mellon receives a monthly fee primarily based upon (i) the average members’ capital of the Fund subject to a minimum monthly fee, and (ii) the aggregate members’ capital of the Fund and certain other investment funds sponsored or advised by UBS AG, UBS Americas, Inc. or their affiliates. Additionally, the Fund reimburses certain out of pocket expenses incurred by BNY Mellon.

 

14


A&Q Aggregated Alpha Strategies Fund LLC (formerly O’Connor Fund of Funds:

Aggregated Alpha Strategies LLC)

Notes to Financial Statements (continued)

(Unaudited)

 

June 30, 2014

 

 

 

4.

Administration and Custody Fees (continued)

 

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

 

5.

Loan Payable

Effective August 27, 2013, the Fund, along with other UBS sponsored funds, entered into a $160,000,000 committed, secured revolving line of credit, expiring on October 27, 2014. The Fund is limited to $11,000,000 (the “Borrower Sublimit Amount”) of the secured revolving line of credit with a maximum borrowing limit of 15% of the Fund’s Members’ Capital. The interest rate on the borrowing is the higher of (a) 1.50% above the Overnight LIBOR Rate and (b) 1.50% above the Federal Funds Rate, in each case as in effect from time to time. There is a commitment fee payable by the Fund, calculated at 35 basis points per annum of the Borrower Sublimit Amount not utilized.

For the six month period ended June 30, 2014, the Fund did not borrow under this secured revolving line of credit.

 

6.

Investments

As of June 30, 2014, the Fund had investments in Investment Funds, none of which were related parties.

Aggregate purchases and proceeds from sales of investments for the six month period ended June 30, 2014 amounted to $5,030,971 and $10,886,404, 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 on Schedule K-1. The tax basis of investments for 2014 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 2.50% (per annum) of net assets and incentive fees or allocations ranging from 17.50% to 30.00% of net profits earned. One or more Investment Funds have entered into a side pocket arrangement. Detailed information about the Investment Funds’ portfolios is not available.

 

15


A&Q Aggregated Alpha Strategies Fund LLC (formerly O’Connor Fund of Funds:

Aggregated Alpha Strategies LLC)

Notes to Financial Statements (continued)

(Unaudited)

 

June 30, 2014

 

 

 

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 Fund’s 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.

 

9.

Subsequent Events

As of June 30, 2014, the Fund had $5,741,941 of withdrawals payable. Subsequent to June 30, 2014, the Fund paid $5,187,747. The remaining amount payable of $554,194 is scheduled to be paid in accordance with the terms of the Fund’s June 30, 2014 tender offer.

Effective July 17, 2014, the Fund, along with other UBS sponsored funds, entered into a $245,000,000 committed, secured revolving line of credit, expiring on July 16, 2015. This line of credit replaces the previous agreement, dated August 27, 2013. The Borrower Sublimit Amount of the Fund is $9,000,000 of the secured revolving line of credit.

 

16


A&Q Aggregated Alpha Strategies Fund LLC (formerly O’Connor Fund of Funds: Aggregated Alpha Strategies LLC)

Schedule of Portfolio Investments

(Unaudited)

 

June 30, 2014

 

 

 

Investment Fund

   Cost      Fair Value Total      Fair Value
Level 1
     Fair Value
Level 2
     Fair Value
Level 3
     % of Members’
Capital
     Initial Acquisition
Date
   Redemption
Frequency (a)
   First Available
Redemption Date
   Dollar Amount of
Fair Value for First
Available
Redemption
 

Credit/Income

                               

Brevan Howard Credit Catalysts Fund, L.P.

     $ 1,535,394         $ 1,871,627         $ —         $ —         $ 1,871,627           3.14            1/1/2013    Monthly    6/30/2014   (b)      $ 467,907       

GCA Credit Opportunities Fund, L.L.C.

     3,304,981           4,048,752           —           4,048,752           —           6.80            8/1/2011    Quarterly    6/30/2014        $ 4,048,752       
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

               

Credit/Income Subtotal

     $ 4,840,375         $ 5,920,379         $ —         $ 4,048,752         $ 1,871,627           9.94 %                 

Equity Hedged

                               

Bronson Point Partners, L.P.

     2,500,000           2,738,235           —           2,738,235           —           4.60            9/1/2013    Quarterly    6/30/2014        $ 2,738,235       

Corvex Partners, L.P.

     3,750,000           5,368,009           —           —           5,368,009           9.01            3/1/2012    Quarterly    6/30/2014   (b)      $ 1,342,002       

JHL Capital Group Fund, L.L.C.

     2,815,244           3,201,097           —           —           3,201,097           5.38            2/1/2011    Every 3 months    7/31/2014   (b)      $ 800,274       

Newbrook Capital Partners, L.P.

     3,716,601           4,594,004           —           4,594,004           —           7.72            1/1/2012    Quarterly    6/30/2014        $ 4,594,004       

Starboard Value and Opportunity Fund, L.P.

     904,753           1,288,312           —           1,288,312           —           2.16            11/1/2010    Quarterly    6/30/2014        $ 1,288,312       
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

               

Equity Hedged Subtotal

     $     13,686,598         $ 17,189,657         $ —         $ 8,620,551         $ 8,569,106           28.87 %                 

Multi-Strategy

                               

Davidson Kempner Partners, L.P.

     2,374,145           4,068,424           —           —           4,068,424           6.83            1/1/2006    Semi-Annually    6/30/2014        $ 4,068,424       

OZ Domestic Partners, L.P. (Holdback Account)

     58,116           97,466           —           —           97,466           0.16            5/1/2005    N/A    N/A   (c)      N/A       

OZ Domestic Partners, L.P. (SP)

     263,891           426,344           —           —           426,344           0.72            5/1/2005    N/A    N/A   (c)      N/A       

Peak6 Achievement Fund XL, LLC

     3,219,134           3,602,027           —           3,602,027           —           6.05            1/1/2013    Monthly    6/30/2014   (d)      $ 1,200,676       
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

               

Multi-Strategy Subtotal

     $ 5,915,286         $ 8,194,261         $ —         $ 3,602,027         $ 4,592,234           13.76 %                 

Other

                               

CPIM Structured Credit Fund, L.P., Class AQ1

     68,038           48,874           —           —           48,874           0.08            11/1/2005    N/A    N/A   (c)      N/A       

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

     2,982           11,475           —           —           11,475           0.02            9/1/2007    N/A    N/A   (c)      N/A       

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

     345,143           123,203           —           —           123,203           0.21            9/1/2007    N/A    N/A   (c)      N/A       

Marathon Structured Finance Liquidating Fund, L.P. (Sept 30, 2009)

     70,085           68,533           —           —           68,533           0.12            4/1/2005    N/A    N/A   (c)      N/A       

Marathon Structured Finance Liquidating Fund, L.P. (SP)

     86,324           641,218           —           —           641,218           1.08            4/1/2005    N/A    N/A   (c)      N/A       

Seneca Capital, L.P., SLV

     20,082           13,827           —           —           13,827           0.02            10/1/2004    N/A    N/A   (c)      N/A       
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

               

Other Subtotal

     $ 592,654         $ 907,130         $ —         $ —         $ 907,130           1.53 %                 

Relative Value

                               

OxAm Quant Fund, Ltd.

     1,940,421           2,065,674           —           2,065,674           —           3.47            1/1/2012    Monthly    6/30/2014        $ 2,065,674       

Providence MBS Fund L.P.

     2,489,068           2,817,549           —           2,817,549           —           4.73            8/1/2011    Quarterly    6/30/2014        $ 2,817,549       

Sensato Asia Pacific Fund, L.P.

     3,780,935           4,788,601           —           —           4,788,601           8.04            1/1/2012    Monthly    6/30/2014   (b)      $ 1,197,150       
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

               

Relative Value Subtotal

     $ 8,210,424         $ 9,671,824         $ —         $ 4,883,223         $ 4,788,601           16.24 %                 

Trading

                               

Brevan Howard, L.P.

     1,195,823           1,388,908           —           —           1,388,908           2.33            10/1/2009    Monthly    6/30/2014   (b)      $ 347,227       

Citadel Global Fixed Income Fund, LLC

     2,500,000           2,534,782           —           —           2,534,782           4.26            2/1/2014    Monthly    6/30/2014   (e)      $ 211,232       

Fortress Asia Macro Fund, L.P.

     2,500,000           2,440,949           —           2,440,949           —           4.10            2/1/2014    Quarterly    6/30/2014        $ 2,440,949       

Lubben Fund, L.P.

     $ 2,258,820         $ 2,285,700         $ —         $ 2,285,700         $ —           3.84            1/1/2013    Quarterly    6/30/2014        $ 2,285,700       

Whiteside Energy Offshore, Ltd.

     2,153,723           2,282,564           —           2,282,564           —           3.83            1/1/2012    Monthly    6/30/2014        $ 2,282,564       
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

               

Trading Subtotal

     $ 10,608,366         $ 10,932,903         $ —         $ 7,009,213         $ 3,923,690           18.36 %                 
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

               

Total

     $ 43,853,703         $ 52,816,154         $ —         $ 28,163,766         $ 24,652,388           88.70 %                 
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

               

 

(a)

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

(b)

The Investment Fund is subject to an investor level gate of 25% during any 90-day period.

(c)

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

(d)

The Investment Fund is subject to an investor level gate of 33.33%.

(e)

The Investment Fund is subject to an investor level gate of 8.33%, with a quarterly limit of 25% without paying a fee.

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

 

17


A&Q Aggregated Alpha Strategies Fund LLC (formerly O’Connor Fund of Funds: Aggregated Alpha Strategies LLC)

Schedule of Portfolio Investments (continued)

(Unaudited)

 

June 30, 2014

 

 

 

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

The Fund’s valuation procedures require evaluation of all relevant factors available at the time the Fund values its portfolio. These relevant factors include the individual Investment Funds’ compliance with fair value measurements, price transparency and valuation procedures in place, and subscription and redemption activity.

The Fund’s investments are categorized in three levels as disclosed below. Level 1 discloses the amount of investments where the values of those investments are based upon quoted prices in active markets for identical investments. Level 2 discloses the amount of investments where the Fund has the ability to redeem in full within one quarter from the measurement date at the Investment Fund’s NAV. Level 3 discloses the amount of investments where the Fund does not have the ability to redeem in full within one quarter from the measurement date at the Investment Fund’s NAV. The Fund does not bifurcate an investment between Level 2 and Level 3 when there is an investor level gate; therefore if a portion of the investment is determined to be Level 3, the entire holding is classified as a Level 3 investment. Included in Level 3 as of June 30, 2014 is $7,182,557 which relates to the value of a portion of several investments that can be partially redeemed within one quarter from the measure date. Further liquidity information is contained in the Schedule of Portfolio Investments. There were no transfers between Level 1 and Level 2 during the period ended June 30, 2014.

The following is a reconciliation of assets in which significant unobservable inputs (Level 3) were used in determining fair value:

 

Description    Balance as of
December 31, 2013
     Realized gain /
(loss)
    Change in
unrealized
appreciation /
depreciation
    Purchases      Sales     Transfers into
Level 3
     Transfers out of
Level 3
    

Balance as of

June 30, 2014

 

Credit/Income

   $ 2,557,181       $ 142,116      $ 29,052      $           $       (856,722   $       $       $ 1,871,627   

Equity Hedged

     8,944,335         37,054        491,021                (903,304                     8,569,106   

Multi-Strategy

     4,918,557         135,411        103,671                (565,405                     4,592,234   

Other

     1,415,596         (231,333     270,309                (547,442                     907,130   

Relative Value

     4,579,810                208,791                                       4,788,601   

Trading

     1,452,118                (28,428     2,500,000                                3,923,690   

Total

   $ 23,867,597       $ 83,248      $ 1,074,416      $       2,500,000         $    (2,872,873   $       $       $ 24,652,388   

Net change in unrealized appreciation/depreciation on Level 3 assets still held as of June 30, 2014 is $1,049,105 and is included in net change in unrealized appreciation/depreciation on investments in Investment Funds on the Statement of Operations.

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

 

18


ADDITIONAL INFORMATION (UNAUDITED)

PROXY VOTING

A description of the Fund’s Proxy Voting Policies and Procedures and the Fund’s portfolio securities voting record for the most recent 12-month period ended June 30 is available on the Securities and Exchange Commission’s (“SEC”) web site at www.sec.gov. These are found on the site under “Filings - Search for Company Filings” and then “Company or fund name”.

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

The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Form N-Q is available on the SEC’s web site at www.sec.gov (by conducting a “Search for Company Filings”) and may also be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on how to access documents on the SEC website without charge may be obtained by calling (800) SEC-0330.


Item 2. Code of Ethics.

Not applicable.

 

Item 3. Audit Committee Financial Expert.

Not applicable.

 

Item 4. Principal Accountant Fees and Services.

Not applicable.

 

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.

Not applicable.

 

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

 

(a)

Not applicable.


(b)

There has been no change, as of the date of this filing, in any of the portfolio managers identified in response to paragraph (a)(1) of this Item in the registrant’s most recently filed annual report on Form N-CSR.

 

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 10.  Submission of Matters to a Vote of Security Holders.

There have been no material changes to the procedures by which the shareholders may recommend nominees to the registrant’s board of directors, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR 229.407) (as required by Item 22(b)(15) of Schedule 14A (17 CFR 240.14a-101)), or this Item.

Item 11.  Controls and Procedures.

 

  (a)

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

 

  (b)

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

Item 12.  Exhibits.

 

  (a)(1)

Not applicable.

 

  (a)(2)

Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto.

 

  (a)(3)

Not applicable.

 

  (b)

Certifications pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto.


SIGNATURES

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

(Registrant) A&Q Aggregated Alpha Strategies Fund LLC (formerly known as, O’Connor Fund of Funds: Aggregated Alpha Strategies LLC)                                                                                                                     

 

By (Signature and Title)*

 

    /s/ William Ferri

 

William Ferri, Principal Executive Officer

 

Date

 

9/5/2014    

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

 

9/5/2014    

 

By (Signature and Title)*

 

    /s/ Dylan Germishuys

 

Dylan Germishuys, Principal Accounting Officer

 

Date

 

9/5/2014    

 

* 

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