0001193125-21-185312.txt : 20210608 0001193125-21-185312.hdr.sgml : 20210608 20210608145606 ACCESSION NUMBER: 0001193125-21-185312 CONFORMED SUBMISSION TYPE: N-CSR PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20210331 FILED AS OF DATE: 20210608 DATE AS OF CHANGE: 20210608 EFFECTIVENESS DATE: 20210608 FILER: COMPANY DATA: COMPANY CONFORMED NAME: A&Q Masters Fund CENTRAL INDEX KEY: 0001580166 IRS NUMBER: 367628249 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: N-CSR SEC ACT: 1940 Act SEC FILE NUMBER: 811-22859 FILM NUMBER: 211001994 BUSINESS ADDRESS: STREET 1: C/O UBS HEDGE FUND SOLUTIONS LLC STREET 2: 600 WASHINGTON BOULEVARD CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 203-719-1428 MAIL ADDRESS: STREET 1: C/O UBS HEDGE FUND SOLUTIONS LLC STREET 2: 600 WASHINGTON BOULEVARD CITY: STAMFORD STATE: CT ZIP: 06901 FORMER COMPANY: FORMER CONFORMED NAME: O'Connor Fund of Funds: Masters DATE OF NAME CHANGE: 20130626 N-CSR 1 d120244dncsr.htm A&Q MASTERS FUND A&Q Masters Fund

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT

INVESTMENT COMPANIES

Investment Company Act file number            811-21117             

A&Q Masters Fund

(Exact name of registrant as specified in charter)

600 Washington Boulevard

                                           Stamford, Connecticut 06901                                           

(Address of principal executive offices) (Zip code)

Keith A. Weller, Esq.

UBS Business Solutions US LLC

One North Wacker Drive

                                     Chicago, IL, 60606                                    

(Name and address of agent for service)

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

Date of fiscal year end:  March 31

Date of reporting period:  March 31, 2021

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.

 

  (a)

The Report to Shareholders is attached herewith.


A&Q MASTERS FUND

Financial Statements

with Report of Independent Registered Public Accounting Firm

Year Ended

March 31, 2021

 

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

A&Q Masters Fund


A&Q MASTERS FUND

Financial Statements

with Report of Independent Registered Public Accounting Firm

Year Ended

March  31, 2021

Contents

 

Report of Independent Registered Public Accounting Firm

     1  

Statement of Assets and Liabilities

     2  

Schedule of Portfolio Investments

     3  

Statement of Operations

     4  

Statements of Changes in Net Assets

     5  

Statement of Cash Flows

     6  

Financial Highlights

     7  

Notes to Financial Statements

     9  

Trustees and Officers (Unaudited)

     21  

Additional Information (Unaudited)

     23  


LOGO        

Ernst & Young LLP

5 Times Square

New York, NY - 10036    

 

  

Tel: +1 212 773 3000

Fax: +1 212 773 6350

ey.com

 

Report of Independent Registered Public Accounting Firm

To the Board of Trustees and Shareholders of

        A&Q Masters Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of A&Q Masters Fund (the “Fund”), including the schedule of portfolio investments, as of March 31, 2021, and the related statements of operations and cash flows for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund at March 31, 2021, the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the 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 the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of the Fund’s 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 procedures included confirmation of investments in investment funds as of March 31, 2021, by correspondence with management of the underlying investment funds or by other appropriate auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

LOGO

We have served as the auditor of one or more of the UBS Hedge Fund Solutions LLC investment companies since 1995.

New York, NY

May 26, 2021

 

1    


A&Q Masters Fund

Statement of Assets and Liabilities

 

 

March 31, 2021

 

 

 

ASSETS

  

Investments in Investment Funds and other security, at fair value (cost $29,016,936)

   $          40,361,725  

Cash

     2,851,652  

Receivable from Investment Funds

     12,135,566  

Receivable from Adviser

     219,272  

Other assets

     1,189  
   

Total Assets

     55,569,404  

LIABILITIES

  

Transfer due to Acquiring Fund (see Note 1)

     55,069,431  

Management Fee payable

     168,910  

Professional fees payable

     122,726  

Tax compliance fees payable

     75,000  

Administration fee payable

     74,880  

Officer’s and Trustees’ fees payable

     31,030  

Payable to Adviser

     7,882  

Other liabilities

     19,545  
   

Total Liabilities

     55,569,404  
   

Net Assets

   $  

NET ASSETS

  

Represented by:

  

Paid in capital

   $ (15,494,824

Total distributable earnings (loss)

     15,494,824  
   

Net Assets

   $  

 

The accompanying notes are an integral part of these financial statements.
2    


A&Q Masters Fund

Schedule of Portfolio Investments

 

 

March 31, 2021

 

 

 

Investment Fund (a)

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

Equity Hedged

                   

Alta Park Fund Offshore, Ltd.

    US/Canada       $ 2,065,922       $ 2,718,769       N/A     9/1/2019     Quarterly       45 days       3/31/2021     (e)             $          2,280,600  

Avidity Capital Offshore Fund Ltd.

    US/Canada       1,700,717       1,830,832       N/A     5/1/2020     Quarterly       60 days       6/30/2021     (f)       $ 1,830,832  

Biomedical Offshore Value Fund, Ltd.

    US/Canada       1,704,296       1,766,349       N/A     1/1/2020     Quarterly       120 days       3/31/2021         $ 1,766,349  

Brilliant US Feeder 2 Fund Limited

    Greater China       1,604,445       2,169,938       N/A     8/1/2018     Monthly       30 days       3/31/2021         $ 2,169,938  

Crake Global Feeder Fund ICAV

    Global Markets       2,017,018       3,304,381       N/A     11/1/2019     Monthly       45 days       3/31/2021         $ 3,304,381  

Jericho Capital International, Ltd.

    US/Canada       2,207,552       2,773,756       N/A     7/1/2020     Quarterly       60 days       6/302021     (f)       $ 2,773,756  

MW Eureka Fund

   
Europe including
UK
 
 
    1,736,147       2,553,832       N/A     2/1/2016     Monthly       90 days       3/31/2021         $ 2,553,832  

Perceptive Life Sciences Qualified Fund, L.P.

    US/Canada       1,063,665       2,399,497       N/A     6/1/2015     Quarterly       45 days       3/31/2021         $ 2,399,497  

Pleiad Asia Offshore Feeder Fund

   
Asia including
Japan
 
 
    1,578,667       2,291,309       N/A     8/1/2015     Quarterly       60 days       6/30/2021     (g)       $ 1,145,655  

Point72 Capital International, Ltd.

    Global       3,563,852       4,600,393       N/A     5/1/2018     Quarterly       45 days       6/30/2021     (g)       $ 2,300,197  

Stamina Fund Ltd.

    US/Canada       1,652,615       1,924,579       N/A     2/1/2020     Quarterly       60 days       3/31/2021         $ 1,924,579  

Tairen Alpha Fund Limited

    Greater China       1,081,939       2,444,844       N/A     1/1/2018     Quarterly       60 days       3/31/2021         $ 2,444,844  

TPG Public Equity Partners-B, Ltd.

    Global       2,824,465       3,905,008       N/A     9/1/2015     Quarterly       60 days       6/30/2021     (g)       $ 1,952,504  

Visium Balanced Offshore Fund, Ltd.

    US/Canada       20,543       15,860       N/A     6/1/2011     N/A       N/A       N/A       (h)       N/A  

Woodline Offshore Fund Ltd.

    Global       2,250,113       2,757,979       N/A     11/1/2019     Quarterly       60 days       6/30/2021     (g)       $ 1,378,990  

York Asian Opportunities Fund, L.P.

   
Asia including
Japan
 
 
    1,939,318       2,904,399       N/A     8/1/2019     Quarterly       60 days       3/31/2021         $ 2,904,399  
   

 

 

 

 

 

 

 

             

Equity Hedged Subtotal

      29,011,274       40,361,725                
   

 

 

 

 

 

 

 

             

Total Investment Funds

      $      29,011,274       $      40,361,725                
   

 

 

 

 

 

 

 

             
                  % of Net                                  

Other security

        Cost   Fair Value     Assets (b)                                    

Other security (i)

      $ 5,662         $ 0         N/A              
   

 

 

 

 

 

 

 

             

Total other security

      $ 5,662       $ 0                
   

 

 

 

 

 

 

 

             

 

(a)

Each Investment Fund noted within the Schedule of Portfolio Investments is non-income producing.

(b)

The Fund was unable to calculate the percentage of net assets for each Investment Fund, as there are no net assets at March 31, 2021.

(c)

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

(d)

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

(e)

A portion of this holding ($438,169) is under lock-up and is not redeemable.

(f)

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

(g)

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

(h)

All of the Fund’s interests in the Investment Fund are held in side pockets or are in liquidation and have restricted liquidity. In addition to any redemption proceeds that may have already been received, the Fund will continue to receive proceeds periodically as the Investment Fund liquidates its underlying investments.

(i)

The Fund has valued this security received from in-kind distributions from an Investment Fund at $0 and considers it to be a Level 3 investment.

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

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

 

The accompanying notes are an integral part of these financial statements.
3    


A&Q Masters Fund

Statement of Operations

 

 

Year Ended March 31, 2021

 

 

 

EXPENSES

  

Management Fee

   $ 1,103,512  

Professional fees

     629,008  

Incentive Fee

     558,063  

Tax compliance fees

     150,000  

Officer’s and Trustees’ fees

     117,282  

Administration fee

     105,869  

Commitment Fee

     69,958  

Other Adviser fees

     7,882  

Printing, insurance and other expenses

     92,794  
   

Total Expenses before amounts waived or reimbursed by Adviser (See Note 3)

     2,834,368  

Less expense reimbursement repaid by Adviser (See Note 3)

     (871,009
   

Net Expenses

     1,963,359  

Net Investment Loss

     (1,963,359

NET REALIZED AND UNREALIZED GAIN/(LOSS) FROM INVESTMENTS

  

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

     15,521,165  

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

     3,555,569  
   

Net Realized and Unrealized Gain/(Loss) from Investments

     19,076,734  

Net Increase in Net Assets Derived from Operations

   $             17,113,375  

 

 

The accompanying notes are an integral part of these financial statements.
4    


A&Q Masters Fund

Statements of Changes in Net Assets

 

 

Years Ended March 31, 2020 and 2021

 

 

 

Net Assets at April 1, 2019

      $ 123,608,307  

INCREASE (DECREASE) IN NET ASSETS DERIVED FROM OPERATIONS

     

Net investment loss

        (1,964,671

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

        9,253,768  

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

        (7,334,195
     

Net Decrease in Net Assets Derived from Operations

              (45,098

DISTRIBUTIONS TO SHAREHOLDERS (See Note 2d)

              (3,975,245

INCREASE (DECREASE) IN NET ASSETS FROM CAPITAL TRANSACTIONS

     

Shareholders’ subscriptions of 895.484 Shares

        929,053  

Reinvestment of distributions of 3,510.511 Shares

        3,731,346  

Shareholders’ redemptions of 27,702.372 Shares

        (29,183,237
     

Net Decrease in Net Assets Derived from Capital Transactions

              (24,522,838

Net Assets at March 31, 2020

            $       95,065,126  

INCREASE (DECREASE) IN NET ASSETS DERIVED FROM OPERATIONS

     

Net investment loss

        (1,963,359

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

        15,521,165  

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

        3,555,569  
     

Net Increase in Net Assets Derived from Operations

              17,113,375  

DISTRIBUTIONS TO SHAREHOLDERS (See Note 2d)

              (3,626,835

INCREASE (DECREASE) IN NET ASSETS FROM CAPITAL TRANSACTIONS

     

Reinvestment of distributions of 1,722.561 Shares

        1,967,327  

Shareholders’ redemptions of 49,089.388 Shares

        (55,449,562

Shareholders’ transfer due to Reorganization (see Note 1)

        (55,069,431
     

Net Decrease in Net Assets Derived from Capital Transactions

              (108,551,666

Net Assets at March 31, 2021

            $  –  

 

 

The accompanying notes are an integral part of these financial statements.
5    


A&Q Masters Fund

Statement of Cash Flows

 

 

Year Ended March 31, 2021

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

  

Net increase in net assets derived from operations

   $             17,113,375  

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

  

Purchases of investments in Investment Funds

     (12,750,000

Proceeds from disposition of investments in Investment Funds

     75,940,478  

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

     (15,521,165

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

     (3,555,569

Changes in assets and liabilities:

  

(Increase)/decrease in assets:

  

Advanced subscriptions in Investment Funds

     3,500,000  

Receivable from Adviser

     (67,507

Receivable from Investment Funds

     (3,585,927

Other assets

     217  

Increase/(decrease) in liabilities:

  

Administration fee payable

     15,530  

Management Fee payable

     (143,817

Officer’s and Trustees’ fees payable

     5,567  

Payable to Adviser

     7,882  

Professional fees payable

     69,881  

Other liabilities

     (10,914

Net cash provided by operating activities

     61,018,031  

CASH FLOWS FROM FINANCING ACTIVITIES

  

Distributions paid

     (1,659,508

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

     (56,954,457

Net cash used in financing activities

     (58,613,965

Net increase in cash

     2,404,066  

Cash-beginning of year

     447,586  

Cash-end of year

   $ 2,851,652  

Supplemental disclosure of cash flow information:

  

Reinvestment of distributions

   $ 1,967,327  

 

 

The accompanying notes are an integral part of these financial statements.
6    


A&Q Masters Fund

Financial Highlights

 

 

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

 

        

Years Ended March 31,

     
    

2021

 

2020

   

2019

   

2018

   

2017

Per Share operating performance

          

Net asset value per Share, beginning

     $991.66       $1,037.32       $1,066.65       $991.98       $929.94  

Gain/(Loss) from investment operations:

          

Net investment loss a

     (24.25     (18.79     (18.17     (20.13     (15.52

Net realized and unrealized gain (loss) from investments

     213.09       13.89       7.39       94.80       77.56  
  

 

 

 

Total gain/(loss) from investment operations

     188.84       (4.90     (10.78     74.67       62.04  
  

 

 

 

Distributions to shareholders

     (45.01     (40.76     (18.55     —           —      

Net asset value per Share, prior to Reorganization (see Note 1

     (1,135.49     —           —           —           —      
  

 

 

 

Net asset value per Share, ending

     $0.00       $991.66       $1,037.32       $1,066.65       $991.98    
  

 

 

 

Ratio/Supplemental Data:

          

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

     (2.22%)       (1.78%)       (1.71%)       (1.91%)       (1.62%)  

Ratio of total expenses to average net assets after Incentive

Fee b, c, d

     3.20%       2.46%       2.29%       2.38%       1.69%  

Ratio of net expenses to average net assets after Incentive

Fee b, c, d

     2.22%       1.78%       1.71%       1.91%       1.61%  

Portfolio turnover rate

     16.67%       36.10%       24.22%       14.52%       20.76%  

Total return after Incentive Fee e, f

     19.02%       (0.74%)       (0.92%)       7.50%       6.70%  

Asset coverage h

     N/A       N/A       N/A       N/A       102.880  

Net assets

     $–       $95,065,126       $123,608,307       $135,771,067       $148,744,464  

 

  a

Calculated based on the average Shares outstanding during the period.

 

  b

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

 

  c

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

 

  d

The ratios of total expenses to average net assets before Incentive Fee were 2.57%, 2.28%, 2.20%, 2.09%, and 1.69% for the years ended March 31, 2021, 2020, 2019, 2018, and 2017, respectively. The ratios of net expenses to average net assets before Incentive Fee were 1.59%, 1.60%, 1.62%, 1.62%, and 1.61%, for the years ended March 31, 2021, 2020, 2019, 2018, and 2017, respectively.

 

  e

The total returns before Incentive Fee were 19.70%, (0.55%), (0.84%), 7.81%, and 6.70% for the years ended March 31, 2021, 2020, 2019, 2018, and 2017, respectively.

 

The accompanying notes are an integral part of these financial statements.
7    


A&Q Masters Fund

Financial Highlights (continued)

 

 

 

  f

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

 

  h

Calculated by subtracting the Fund’s liabilities and indebtedness not represented by senior securities from the Fund’s total assets and dividing the result by the aggregate amount of the Fund’s senior securities representing indebtedness then outstanding. The Fund’s senior securities during this time period were comprised only of temporary borrowings made pursuant to secured revolving lines of credit agreements (see Note 6). There were no senior securities payable outstanding for the years ended March 31, 2021, 2020, 2019, or 2018.

 

The accompanying notes are an integral part of these financial statements.
8    


A&Q Masters Fund

Notes to Financial Statements

 

 

March 31, 2021

 

 

 

1.

Organization

A&Q Masters Fund (the “Fund”) was formed as a statutory trust under the laws of Delaware on June 20, 2013, and thereafter, became the successor to O’Connor Fund of Funds: Masters LLC (the “Predecessor Fund”) by way of merger. 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 commenced operations on July 1, 2013, when the Predecessor Fund merged into the Fund in a tax-free reorganization. For financial reporting purposes, the assets received and shares of beneficial interest in the Fund (the “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 amounts distributable to shareholders for tax purposes. The investment income and net realized and unrealized gain/loss presented in the Statement of Operations represent the revenue and earnings of the Fund subsequent to the merger. Effective after the close of business on December 31, 2015, the Fund effected a taxable reorganization, whereby A&Q Equity Opportunity Fund (the “Acquired Fund”) merged with and into the Fund. The Acquired Fund transferred all of its assets to the Fund in exchange solely for Shares of the Fund and the assumption by the Fund of the Acquired Fund’s stated liabilities.

Effective March 31, 2021, the shareholders approved the reorganization of the Fund with and into A&Q Long/Short Strategies Fund LLC (the “Acquiring Fund”), pursuant to which the Fund will transfer its assets to the Acquiring Fund in a taxable reorganization in exchange for interests in the Acquiring Fund and the assumption by the Acquiring Fund of the Fund’s stated liabilities (the “Reorganization”). The Reorganization will become effective as of the end of business on March 31, 2021. Following the Reorganization, the Fund will cease operations.

The Fund is commonly referred to as a “fund of funds”. Its investment objective is to seek capital appreciation over the long term. The Fund will seek to achieve its objective principally through the allocation of assets among a select group of alternative asset managers (the “Investment Managers”) and the funds they operate. Investment Managers generally conduct their investment programs through unregistered investment funds, such as hedge funds, that have investors other than the Fund, and in other registered investment companies (collectively, the “Investment Funds”).

Subject to the provisions of the Fund’s Agreement and Declaration of Trust, as amended and restated from time to time (the “Declaration”), and the requirements of the 1940 Act, the business and affairs of the Fund shall be managed under the direction of the Fund’s Board of Trustees (the “Board”, with an individual member referred to as a “Trustee”). The Trustees shall have the right, power and authority, on behalf of the Fund and in its name, to do all things necessary and proper to carry out their duties under the Declaration. Each Trustee shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each trustee of a Delaware corporation, and each Trustee who is not an “interested person” (as defined in the 1940 Act) of the

 

9    


A&Q Masters Fund

Notes to Financial Statements (continued)

 

 

March 31, 2021

 

 

 

1.

Organization (continued)

Fund (the “Independent Trustees”) shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each trustee of a closed-end management investment company registered under the 1940 Act and organized as a Delaware corporation who is not an “interested person” of such company. The Trustees may perform such acts as they, in their sole discretion, determine to be proper for conducting the business of the Fund. No Trustee shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Trustee’s authority as delegated by the Board. The Board may delegate (as may be permitted by the Declaration, the Fund’s By-Laws and the Delaware Statutory Trust Act) the management of the Fund’s day-to-day operations to one or more officers of the Fund or other persons (including, without limitation, UBS Hedge Fund Solutions (as defined below)), subject to the investment objective and policies of the Fund and to the oversight of the Board.

The Board has engaged UBS Hedge Fund Solutions LLC (“UBS Hedge Fund Solutions” or the “Adviser”), 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 Shares by eligible investors may be accepted at such times as the Board may determine and are generally accepted monthly. The Board reserves the right to reject any application for Shares in the Fund. Shares may be purchased as of the first business day of each month at the Fund’s then current net asset value (“NAV”) per Share. The Fund from time to time may offer to repurchase Shares pursuant to written tenders by shareholders. These repurchases will be made at such times and on such terms as may be determined by the Board in its complete and exclusive discretion. The Adviser expects that it will recommend to the Board that the Fund offer to repurchase Shares from shareholders as of the end of each calendar quarter. During the year ended March 31, 2021, 49,089.388 Shares were repurchased.

The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) is the exclusive reference of authoritative US generally accepted accounting principles (“US GAAP”) recognized by the FASB to be applied by non-governmental entities. The Fund’s financial statements are prepared in accordance with US GAAP.

Certain impacts to public health conditions particular to the coronavirus (COVID-19) outbreak that occurred may have a significant negative impact on the operations and profitability of the Fund’s investments. The extent of the impact to the financial performance of the Fund will depend on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and

 

10    


A&Q Masters Fund

Notes to Financial Statements (continued)

 

 

March 31, 2021

 

 

 

1.

Organization (continued)

advisories, (iii) the effects on the financial markets, (iv) the effects on the economy overall, and (v) the effectiveness and the roll-out of the vaccines all of which are highly uncertain and cannot be predicted. These developments may adversely impact certain companies in which the Investment Funds held by the Fund may invest and the value of the Fund’s investments therein.

 

2.

Significant Accounting Policies

 

  a.

Portfolio Valuation

The Fund values its investments at fair value, in accordance with US GAAP, which is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.    

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

US 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). US GAAP also provides guidance on identifying circumstances that indicate a transaction with regards to such an asset or liability is not orderly. In its consideration, the Fund must consider inputs and valuation techniques used for each class of assets and liabilities. Judgment is used to determine the appropriate classes of assets and liabilities for which disclosures about fair value measurements are provided. Fair value measurement disclosures for each class of assets and liabilities require greater disaggregation than the Fund’s line items in the Statement of Assets and Liabilities.

The following is a summary of the investment strategy and any restrictions on the liquidity provisions of the investments in Investment Funds held by the Fund as of March 31, 2021. Investment Funds with no current redemption restrictions may be subject to future gates, lock-up provisions or other restrictions, in accordance with their offering documents. The Fund had no unfunded capital commitments as of March 31, 2021. The Fund used the following category to classify its Investment Funds:

 

11    


A&Q Masters Fund

Notes to Financial Statements (continued)

 

 

March 31, 2021

 

 

 

2.

Significant Accounting Policies (continued)

 

  a.

Portfolio Valuation (continued)

The Investment Funds in the equity hedged strategy (total fair value of $40,361,725) generally utilize fundamental analysis to invest in publicly traded equities investing in both long and short positions seeking to capture perceived security mispricing. Portfolio construction is driven primarily by bottom-up fundamental research; top-down analysis may also be applied. As of March 31, 2021, the Investment Funds in the equity hedged strategy had $18,597,446, representing 46% of the value of the investments in this category, subject to investor level gates and/or lock-ups. Included in this amount is $5,042,757, representing 12% of the value of the investments in this category, that cannot be redeemed in full because the investments include restrictions that do not allow for redemptions in the first 12 months after acquisition. The remaining restriction period for these investments ranges from 1-3 months at March 31, 2021. An investment representing less than 1% of the value of investments in this category is held in side pockets; therefore, the redemption notice period is no longer effective for this investment and the liquidation of assets is uncertain.

The investments within the scope of ASC 820, for which fair value is measured using NAV as a practical expedient, should not be categorized within the fair value hierarchy. The total fair value of the investments in Investment Funds valued using NAV as a practical expedient is $40,361,725 and is therefore excluded from the fair value hierarchy. Additional disclosures, including liquidity terms and conditions of the underlying investments, are included in the Schedule of Portfolio Investments.

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

 

Level 1

  

quoted prices in active markets for identical investments

Level 2

  

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

Level 3

  

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

The NAV of the Fund is determined by the Fund’s administrator, under the oversight of the Adviser, as of the close of business at the end of any fiscal period in accordance with the valuation principles set forth below or as may be determined from time to time pursuant to policies established by the Board. The Fund’s investments in Investment Funds are subject to the terms and conditions of the respective operating agreements and offering memorandums, as appropriate. The Adviser has adopted procedures pursuant to ASC 820 in which the Fund values its investments in Investment Funds at fair value. Fair value is generally determined utilizing NAVs supplied by, or on behalf of,

 

12    


A&Q Masters Fund

Notes to Financial Statements (continued)

 

 

March 31, 2021

 

 

 

2.

Significant Accounting Policies (continued)

 

  a.

Portfolio Valuation (continued)

the Investment Funds’ Investment Managers, which are net of management and incentive fees charged by the Investment Funds. NAVs received by, or on behalf of, the Investment Funds’ Investment Managers are based on the fair value of the Investment Funds’ underlying investments in accordance with the policies established by the Investment Funds. Because of the inherent uncertainty of valuation, the value of the Fund’s investments in the Investment Funds may differ significantly from the value that would have been used had a ready market been available. See Schedule of Portfolio Investments for further information.

The 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 Fund’s Investment Manager and is based upon available information in the absence of readily ascertainable fair values and does not necessarily represent amounts that might ultimately be realized. Due to the inherent uncertainty of valuation, those estimated fair values may differ significantly from the values that would have been used had a ready market for the investments existed. These differences could be material.

It is unknown, on an aggregate basis, whether the Investment Funds held any investments whereby the Fund’s proportionate share exceeded 5% of the Fund’s net assets at March 31, 2021.

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

 

  b.

Investment Transactions and Income Recognition

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

 

  c.

Fund Expenses

The Fund bears all expenses incurred in its business, including, but not limited to, the following: all costs and expenses related to portfolio transactions and positions for the 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; due diligence, including travel and related expenses; expenses of meetings of the Board; all costs with respect to communications to shareholders; and other types of expenses approved by the Board. Expenses are recorded on the accrual basis.

 

13    


A&Q Masters Fund

Notes to Financial Statements (continued)

 

 

March 31, 2021

 

 

 

2.

Significant Accounting Policies (continued)

 

  d.

Income Taxes

The Fund’s policy is to continue to comply with the requirements of the Internal Revenue Code that are applicable to regulated investment companies and to distribute all its taxable income to its shareholders. The Fund also intends to distribute sufficient net investment income and net capital gains, if any, so that it will not be subject to excise tax on undistributed income and gains, resulting in no provision requirements for federal income or excise taxes. The Fund has a September 30 tax year-end. Unless otherwise indicated, all applicable tax disclosures reflect tax adjusted balances at September 30, 2020.

The Fund will file U.S. federal income and applicable state tax returns. The Adviser will analyze the Fund’s tax positions and will determine if a tax provision for federal or state income tax is required in the Fund’s financial statements. The Fund’s federal and state income tax returns for all open tax years since inception are subject to examination by the Internal Revenue Service and state departments of revenue. The Fund will recognize interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations. For the year ended March 31, 2021, the Fund did not incur any interest or penalties. The Adviser does not believe there are positions for which it is reasonably likely that the total amounts of unrecognized tax liability will significantly change within twelve months of the reporting date.

Permanent book-to-tax basis differences resulted in the reclassification of amounts stated below, between total distributable earnings and paid-in capital reported on the Fund’s Statement of Assets and Liabilities as of March 31, 2021. Such permanent reclassifications are attributable to differences between book and tax reporting of the Fund’s investments which do not affect net assets or NAV per Share values.

 

  Total Distributable  

            Earnings             

  

      Paid in Capital      

    

$ -

   $ -   

The tax character of distributions paid to shareholders during the financial statement year ended March 31, 2021 was $3,626,835 of ordinary income. The tax character of distributions paid to shareholders during the financial statement year ended March 31, 2020 was $3,144,305 of ordinary income and $830,940 of long-term gains.

 

14    


A&Q Masters Fund

Notes to Financial Statements (continued)

 

 

March 31, 2021

 

 

 

2.

Significant Accounting Policies (continued)

 

  d.

Income Taxes (continued)

The tax basis of distributable earnings as of September 30, 2020 (the Fund’s most recent tax year) shown below represents future distribution requirements that the Fund must satisfy under the income tax regulations.

 

Undistributed

  Ordinary Income  

   Net Capital
          Gain          
   Capital Loss
    Carryforward    
   Qualified Late
Year Loss
          Deferrals*          
  Net Unrealized
Appreciation/
    (Depreciation)    

$3,466,571

   $ -    $ -    $(639,672)   $10,164,703

* Under federal tax law, qualified late year ordinary and capital losses realized after December 31 and October 31, respectively, may be deferred and treated as occurring on the first day of the following tax year. For the tax year ended September 30, 2020, the Fund incurred a late year capital loss of $639,672 which it will elect to defer to the tax year ended September 30, 2021.

At September 30, 2020, the Fund had a capital loss carryforward of $0. The capital loss carryforward is available to offset future realized capital gains. Capital losses that are carried forward will retain their character as either short-term or long-term capital losses and are not subject to expiration. At September 30, 2020, the Fund utilized capital loss carryforward of $0.

The federal tax cost of investments is adjusted for taxable income allocated to the Fund from the Investment Funds. The aggregate tax cost of investments at March 31, 2021 is $36,052,737. Investment net tax basis unrealized appreciation was $4,308,988 consisting of $4,319,333 unrealized appreciation and $10,345 unrealized depreciation.

The primary reason for differences between the earnings reported above and the federal tax cost of investments, in comparison with the related amounts reported on the Fund’s Statement of Assets and Liabilities as of March 31, 2021, relates to cumulative differences between tax and US GAAP financial statement reporting requirements on the portfolio investments.

 

  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. There were no restricted cash balances held as of March 31, 2021.

 

15    


A&Q Masters Fund

Notes to Financial Statements (continued)

 

 

March 31, 2021

 

 

 

2.

Significant Accounting Policies (continued)

 

  f.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. Because of the uncertainty of valuation, such estimates may differ significantly from values that would have been used had a ready market existed, and the differences could be material.

 

3.

Related Party Transactions

The Adviser provides investment advisory services to the Fund pursuant to the Investment Advisory Agreement. The Adviser also provides certain administrative services to the Fund, including: providing office space, handling of shareholder inquiries regarding the Fund, providing shareholders with information concerning their investment in the Fund, coordinating and organizing meetings of the Fund’s Board and providing other support services. In consideration for all such services, the Fund will pay the Adviser a fee (the “Management Fee”), computed and payable monthly, at an annual rate of 1.25% of the Fund’s adjusted net assets determined as of the last day of each month. Adjusted net assets as of any month-end date means the total value of all assets of the Fund, less an amount equal to all accrued debts, liabilities and obligations of the Fund other than Incentive Fee (as defined below) accruals if any, as of such date, and calculated before giving effect to any repurchase of Shares on such date.

The Management Fee is computed as of the start of business on the last business day of the period to which each Management Fee relates, after adjustment for any Share purchases effective on such date, and will be payable in arrears. A portion of the Management Fee and Incentive Fee (as defined below) is paid by the Adviser to its affiliates. For the year ended March 31, 2021, the Fund incurred a Management Fee of $1,103,512, of which $168,910 remains payable and is included in the Statement of Assets and Liabilities at March 31, 2021.

In addition to the Management Fee paid to the Adviser, the Adviser is paid an incentive fee (the “Incentive Fee”) on a quarterly basis in an amount equal to 5% of the Fund’s net profits. For the purposes of calculating the Incentive Fee for any fiscal quarter, net profits will be determined by taking into account net realized gain or loss (including any realized gain that has been distributed to shareholders during a fiscal quarter and net of Fund expenses, including Management Fee) and the net change in unrealized appreciation or depreciation of securities positions, as well as dividends, interest and other income. No Incentive Fee will be payable for any period unless losses and depreciation from prior periods have been recovered by the Fund, known as a “high water mark”

 

16    


A&Q Masters Fund

Notes to Financial Statements (continued)

 

 

March 31, 2021

 

 

 

3.

Related Party Transactions (continued)

calculation. The Adviser is under no obligation to repay any Incentive Fees previously paid by the Fund. Thus, the payment of the Incentive Fee for a period will not be reversed by the subsequent decline of the Fund’s assets in any subsequent fiscal period. For the year ended March 31, 2021, the Fund incurred an Incentive Fee of $558,063, of which none remains payable at March 31, 2021.

The Incentive Fee is in addition to the incentive fees or allocations charged by unregistered Investment Funds.

The Adviser has voluntarily entered into an expense limitation agreement (the “Expense Limitation and Reimbursement Agreement”) with the Fund to limit indefinitely the amount of Specified Expenses (as described below) to be borne by the Fund to an amount not to exceed 1.62% per annum of the Fund’s net assets (the “Expense Cap”) (computed and applied on a monthly basis). “Specified Expenses” is defined to include all expenses incurred in the business of the Fund, provided that the following expenses are excluded from the definition of Specified Expenses: (i) the Incentive fee, (ii) fees of the Investment Funds in which the Fund invests and (iii) extraordinary expenses. To the extent that Specified Expenses for any month exceed the Expense Cap, the Adviser will reimburse the Fund, on quarterly basis, for expenses to the extent necessary to eliminate such excess. The Adviser may discontinue its obligations under the Expense Limitation and Reimbursement Agreement only with the consent of majority of the Independent Trustees. To the extent that the Adviser pays or bears Specified Expenses, it will not seek reimbursement for any such amounts. For the year ended March 31, 2021, the Fund has recorded an expense reimbursement to be paid by the Adviser in the amount of $871,009, of which $219,272 was receivable as of March 31, 2021.

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

Effective January 1, 2016, each Trustee of the Fund receives an annual retainer of $12,500 plus a fee for each meeting attended. The Chairman of the Board and the Chairman of the Audit Committee of the Board each receive an additional annual retainer in the amount of $20,000. These additional annual retainer amounts are paid for by the Fund on a pro-rata basis along with the three other registered alternative investment funds advised by UBS Hedge Fund Solutions. All Trustees are reimbursed by the Fund for all reasonable out of pocket expenses.

During the year ended March 31, 2021, the Fund incurred a portion of the annual compensation of the Fund’s Chief Compliance Officer in the amount of $5,703 which is included in Officer’s and Trustees’ fees in the Statement of Operations. The related payable of $7,630 is included in Officer’s and Trustees’ fees payable in the Statement of Assets and Liabilities.

 

17    


A&Q Masters Fund

Notes to Financial Statements (continued)

 

 

March 31, 2021

 

 

 

3.

Related Party Transactions (continued)

The Fund, along with other funds advised by UBS Hedge Fund Solutions, and the Trustees are insured under an insurance policy which protects against claims alleging a wrongful act, error, omission, misstatement, misleading statement, and other items made in error. The annual premiums are allocated among the UBS funds on a pro-rata basis based on each fund’s assets under management. On an annual basis, the allocation methodology recommended by the risk adjuster is reviewed and approved by the Board and the Adviser determines the amounts to be charged to each fund based upon the Board approved methodology. During the year ended March 31, 2021, the Fund incurred $40,700 in insurance fees, which is included in printing, insurance and other expenses in the Statement of Operations, of which none was payable at March 31, 2021.

The Fund, along with several other funds advised by UBS Hedge Fund Solutions, is party to a Credit Agreement (See Note 6). On a quarterly basis, the credit provider will charge a fee (the “Commitment Fee”) on the unused portion of the total amount of the Credit Agreement. The Adviser will negotiate the commitment amount with the counterparty based on the amount each fund will be expected to borrow at a given time. The Commitment Fee will be allocated to each fund based on the expected borrowing amount which is disclosed within the Credit Agreement. For the year ended March 31, 2021, the Fund incurred a Commitment Fee of $69,958 to the counterparty, of which $16,250 remains payable and is included in other liabilities in the Statement of Assets and Liabilities at March 31, 2021.

During the year ended March 31, 2021, the Adviser incurred expenses on behalf of the Fund for certain activities which benefit the investment funds managed by the Adviser. For the year ended March 31, 2021, the Fund incurred other Adviser fees of $7,882, of which $7,882 remains payable and is included in the Statement of Assets and Liabilities at March 31, 2021.

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

 

4.

Administration and Custody Fees

BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon”), as Fund administrator, performs certain additional administrative, accounting, record keeping, tax and investor services for the Fund. BNY Mellon receives a monthly administration fee primarily based upon (i) the average net assets of the Fund subject to a minimum monthly administration fee, and (ii) the aggregate net assets of the Fund and certain other investment funds sponsored or advised by UBS AG, UBS Americas, Inc. or their affiliates. Additionally, the Fund reimburses certain out of pocket expenses incurred by BNY Mellon.

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

 

18    


A&Q Masters Fund

Notes to Financial Statements (continued)

 

 

March 31, 2021

 

 

 

5.

Share Capital and NAV

The Fund is authorized to issue an unlimited number of Shares. The Fund has registered $366,119,182 of Shares for sale under its Registration Statement (File No. 333-211675). The Shares are being distributed by UBS Financial Services Inc. (together with any other broker or dealer appointed by the Fund as distributor of its Shares, the “Distributor”). The Distributor may pay from its own resources compensation to its financial advisers and brokers or dealers in connection with the sale and distribution of the Shares or servicing of shareholders.

Capital share transactions for outstanding Shares in the Fund for the year ended March 31, 2021 are summarized as follows:

 

Outstanding Shares
April 1, 2020
  Subscriptions   Reinvestments   Redemptions   Outstanding Shares
March 31, 2021 prior
to  Reorganization (see
Note 1)
  NAV Per Share
95,865.104   –     1,722.561   (49,089.388)   48,498.277   $–  

 

6.

Loan Payable

The Fund, along with several other funds advised by UBS Hedge Fund Solutions, has entered into a secured Amended and Restated Credit Agreement dated as of September 1, 2015, as amended, supplemented or otherwise modified from time to time with a third-party commercial bank, which will terminate on August 24, 2021 unless extended (the “Credit Agreement”). Under the Credit Agreement, the Fund may borrow from time to time on a revolving basis at any time up to $13,000,000 for temporary investment purposes and to meet requests for tenders. Indebtedness outstanding under the Credit Agreement accrues interest at a rate per annum for each day equal to 1.5% plus the higher of the Overnight LIBOR Rate and the Federal Funds Rate for such day (the “Interest Rate”), or at 2% over the Interest Rate during an event of default. There is a Commitment Fee payable by the Fund, calculated at 50 basis points times the actual daily amount of the line of credit not utilized.

For the year ended March 31, 2021, the Fund did not borrow under this secured revolving line of credit.

 

7.

Investments

As of March 31, 2021, the Fund had investments in Investment Funds, none of which were related parties.

Aggregate purchases and proceeds from sales of investments for the year ended March 31, 2021 amounted to $12,750,000 and $75,940,478, respectively.

 

19    


A&Q Masters Fund

Notes to Financial Statements (continued)

 

 

March 31, 2021

 

 

 

7.

Investments (continued)

The agreements related to investments in Investment Funds provide for compensation to the general partners/managers in the form of management fees of 0.45% to 2.85% (per annum) of net assets and incentive fees or allocations ranging from 9.00% to 25.00% 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. Please see the Schedule of Portfolio Investments for further information.

 

8.

Financial Instruments with Off-Balance Sheet Risk

In the normal course of business, the Investment Funds in which the Fund invests trade various financial instruments and enter into various investment activities with off-balance sheet risk. These include, but are not limited to, short selling activities, writing option contracts, contracts for differences, equity swaps, distressed investing, merger arbitrage and convertible arbitrage. The Fund’s risk of loss in these Investment Funds is limited to the fair value of these investments.

 

9.

Indemnification

In the ordinary course of business, the Fund may enter into contracts or agreements that contain indemnifications or warranties. Future events could occur that lead to the execution of these provisions against the Fund. Based on its history and experience, the Fund believes that the likelihood of such an event is remote.

 

10.

Subsequent Events

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

Subsequent to March 31, 2021, the transfer due to the Acquiring Fund of $55,069,431 was fully transferred to the Acquiring Fund, as completion of the Reorganization.

 

20    


TRUSTEES AND OFFICERS (UNAUDITED)

Information pertaining to the Trustees and Officers of the Fund as of March 31, 2021 is set forth below. The Statement of Additional Information (SAI) includes additional information about the Trustees and is available without charge, upon request, by calling UBS Hedge Fund Solutions LLC (“UBS HFS”) at (888) 793-8637.

 

Name, Age, Address and
Position(s) with Fund

 

 

    Term of Office    

and Length of

Time Served1

 

  

Principal Occupation(s)

During Past 5 Years

 

 

 

    Number of    
Portfolios

in Fund
Complex
Overseen
by Trustee2

 

 

Other Trusteeships/

Directorships Held by

Trustee Outside

Fund Complex

During Past 5 Years

 

      

 

INDEPENDENT TRUSTEES

 

   
         

Virginia G. Breen (56)

c/o UBS HFS

600 Washington Boulevard

Stamford, Connecticut 06901

Trustee

  Term — Indefinite Length—since Commencement of Operations    Private investor and board member of certain entities (as listed herein).   4   Director of: Paylocity Holding Corp.; the Neuberger Berman Private Equity Registered Funds (19 funds); certain funds in the Calamos Fund Complex (26 portfolios); Jones Lang LaSalle Income Property Trust, Inc.; Tech and Energy Transition Corporation
         

Stephen H. Penman (74)

c/o UBS HFS

600 Washington Boulevard

Stamford, Connecticut 06901

Trustee

  Term — Indefinite Length—since Commencement of Operations    Professor of Financial Accounting of the Graduate School of Business, Columbia University.   4   Member, Board of Advisors, Boston Harbor Investment Management, LLC.

 

INTERESTED TRUSTEE

 

         

Meyer Feldberg (79)3

c/o UBS HFS

600 Washington Boulevard

Stamford, Connecticut 06901

Chairman and Trustee

 

Term — Indefinite Length—since Commencement of Operations

   Dean Emeritus and Professor of Management of the Graduate School of Business, Columbia University; Senior Advisor for Morgan Stanley.   49   Director of: NYC Ballet; Revlon, Inc. (1997 to 2017); Macy’s, Inc. (1992 to 2016). Advisory Director of Welsh Carson Anderson & Stowe.

 

OFFICER(S) WHO ARE NOT TRUSTEES

 

         

William J. Ferri (54)

UBS HFS

787 7th Avenue

New York, New York 10019

Principal Executive Officer

  Term — Indefinite Length—since Commencement of Operations    Head of UBS Asset Management (Americas) Inc. (“UBS AM”) since March 2017. Mr. Ferri was Global Head of UBS HFS from 2010 to 2017, and Head of Multi-Manager and Hedge Fund Solutions of UBS AM from 2017 to April 2021.   N/A   N/A
         

Dylan Germishuys (51)

UBS HFS

600 Washington Boulevard

Stamford, Connecticut 06901

Principal Accounting Officer

  Term — Indefinite Length—since Nov. 19, 2013    Head of Operations and Product Control of UBS HFS since 2004.   N/A   N/A

 

21    


Name, Age, Address and
Position(s) with Fund

 

  

    Term of Office    

and Length of

Time Served1

 

  

Principal Occupation(s)

During Past 5 Years

 

  

 

    Number of    
Portfolios

in Fund
Complex
Overseen
by Trustee2

 

  

Other Trusteeships/

Directorships Held by

Trustee Outside

Fund Complex

During Past 5 Years

 

         

Frank S. Pluchino (61)

UBS HFS

600 Washington Boulevard

Stamford, Connecticut 06901

Chief Compliance Officer

  

Term —

Indefinite

Length—since

Commencement of Operations

  

Executive Director and Chief Compliance Officer of UBS HFS since October 2010, and Executive Director of UBS Business

Solutions US LLC since January

2017. Mr. Pluchino also serves as Chief Compliance Officer of the registered investment funds advised by UBS HFS and UBS AM.

   N/A    N/A
         

Keith A. Weller (58)

UBS AM

One North Wacker Drive

Chicago, Illinois 60606

Chief Legal Officer

  

Term —

Indefinite

Length—since Jul. 25,  2019

  

Executive Director and Deputy

General Counsel (since February

2019, prior to which he was Senior

Associate General Counsel) of

UBS Business Solutions US LLC (since January 2017) and UBS AM—Americas (since 2005). Mr.

Weller also serves as a Vice President and Secretary of the registered investment funds advised by UBS AM.

   N/A    N/A

 

 

 

  1 

The Fund commenced operations on July 1, 2013.

 

  2 

As of March 31, 2021, of the 49 funds/portfolios in the complex, 45 were advised by an affiliate of UBS HFS and four comprised the registered alternative investment funds advised by UBS HFS.

 

  3 

Mr. Feldberg is an “interested person” of the Fund because he is an affiliated person of a broker-dealer with which the funds advised by UBS HFS may do business. Mr. Feldberg is not affiliated with UBS Financial Services Inc. or its affiliates.

 

22    


ADDITIONAL INFORMATION (UNAUDITED)

PROXY VOTING

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

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

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

The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Fund’s Form N-PORT reports are available, without charge, on the SEC’s website at http://www.sec.gov.

 

23    


  (b)

Not applicable.

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. The code of ethics may be obtained without charge by calling 212-821-6053.

 

  (c)

There have been no amendments, during the period covered by this report, to a provision of the code of ethics that applies to the 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.

 

  (d)

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

Item 3. Audit Committee Financial Expert.

As of the end of the period covered by the report, the registrant’s Board had determined that Professor Stephen Penman, a member of the audit committee of the Board, is the audit committee financial expert and that he is “independent,” as defined by Item 3 of Form N-CSR.

Item 4. Principal Accountant Fees and Services.

Audit Fees

 

  (a)

The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years are $99,895 for 2021 and $99,895 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 are $2,285 for 2021 and $2,285 for 2020. Audited related fees principally include fees associated with reviewing and providing comments on semi-annual reports, issuing consent filings and performing diversification, and other testing pursuant to sub chapter M of the Internal Revenue Code of 1986, as amended.

Tax Fees

 

  (c)

The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning are $ 30,700 for 2021 and $30,700 for 2020. Tax fees include fees for tax compliance services and assisting management in preparation of tax estimate.

All Other Fees

 

 

  (d)   

The aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item are $0 for 2021 and $0 for 2020.

  (e)(1)   

The registrant’s audit committee pre-approves the principal accountant’s engagements for audit and non-audit services to the registrant, and certain non-audit services to service Affiliates that are required to be pre-approved, on a case-by-case basis. Pre-approval considerations include whether the proposed services are compatible with maintaining the principal accountant’s independence.

  (e)(2)   

There were no services described in each of paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X, because such services were pre-approved.

  (g)   

The aggregate non-audit fees billed by the registrant’s accountant for services rendered to the registrant, and rendered to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for each of the last two fiscal years of the registrant was $.330 million for 2021 and $.331 million for 2020.

  (h)   

The registrant’s audit committee of the board of directors has considered whether the provision of non-audit services that were rendered to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not


   

pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence.

Item 5. Audit Committee of Listed Registrants.

Not applicable.

Item 6. Investments.

 

  (a)

Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1 of this form.

 

  (b)

Not applicable.

 

Item 7.

Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

The Proxy Voting Policies are as follows:


LOGO

   

UBS Hedge Fund

Solutions LLC proxy

voting policy

4-E-004010

Internal

UBS Hedge Fund Solutions LLC

proxy voting policy

OR Taxonomy: Market Conduct

Owner/Issuer: Head C&ORC UBS HFS LLC

 

 

Why do we have this policy?

Underlying our voting and corporate governance policies we have one fundamental objective, to act in the best financial interests of our clients to protect and enhance the long-term value of their investments.

To achieve this objective, we have implemented this Policy, which we believe is reasonably designed to guide our exercise of voting rights and the taking of other appropriate actions, within our ability, and to support and encourage sound corporate governance practice.

 

 

  Applicability        

 

   

  Location

 

 

Americas

 

  Legal Entity

 

 

UBS Hedge Fund Solutions LLC

 

  Business Division

 

 

Asset Management

 

  Business Area /

 

All

  Function

 

   

  Roles

 

 

All

 

 

 

Summary of Key Requirements

 

  The policy is designed to address the following risks:
 

-  Failure to provided required disclosures for investment advisers and registered investment companies

 

-  Failure to vote proxies in best interest of clients and funds

 

-  Failure to identify and address conflicts of interest

 

 

 

 

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

 

 

Published: 3 December 2015

      Page 1 of 3


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UBS Hedge Fund

Solutions LLC proxy

voting policy

4-E-004010

Internal

 

Table of Contents

 

Policy

        3  

1.

  

General Policy

     3  

2.

  

General Procedures

     3  

2.1

  

Recordkeeping

     3  

 

 

Published: 3 December 2015

   Page 2 of 3


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UBS Hedge Fund

Solutions LLC proxy

voting policy

4-E-004010

Internal

 

Policy

 

1.

General Policy

The general policy is to vote proxy proposals, amendments, consents or resolutions relating to client securities, including interests in private investment funds, if any, (collectively, “proxies”), in a manner that serves the best interests of the clients managed by the Registrant, as determined by the Registrant in its discretion, taking into account relevant factors, including, but not limited to:

 

the impact on the value of the securities;

the anticipated costs and benefits associated with the proposal;

the effect on liquidity;

impact on redemption or withdrawal rights;

the continued or increased availability of portfolio information; and

customary industry and business practices.

 

2.

General Procedures

Unless clients have reserved voting rights to themselves, UBS Hedge Fund Solutions LLC (“HFS”) will direct the voting of proxies on securities held in their accounts. However, since the holdings in client accounts of HFS are almost exclusively comprised of hedge funds, many of which have non-voting shares, HFS rarely votes proxies. When voting such proxies, HFS Operations Department will consult with the HFS Investment Committee as well as the Legal and Compliance Department regarding the issues of the proxy vote. The Legal and Compliance Department will notify the Operations Department if there are any legal/compliance issues related to the vote. If there are no such issues, the Investment Committee will instruct the Operations Department on how to vote the proxy. The Operations Department will notify the relevant external parties of those instructions and vote in proxy in accordance to the instructions.

In the rare instance that HFS would have an equity security in one of its portfolios that holds a vote, HFS Operations Department will consult with its affiliate, UBS O’Connor LLC (“O’Connor”) on how to vote such proxy. In this instance, HFS would follow O’Connor’s Proxy Voting Policy and vote its proxy in accordance to the guidance provided by O’Connor’s Proxy Voting Policy (a copy of which is attached).

HFS has implemented procedures designed to identify whether HFS has a conflict of interest in voting a particular proxy proposal, which may arise as a result of its or its affiliates’ client relationships, marketing efforts or banking, investment banking and broker-dealer activities. To address such conflicts, HFS has imposed information barriers between it and its affiliates who conduct banking, investment banking and broker-dealer activities. Whenever HFS is aware of a conflict with respect to a particular proxy as determined by the Legal and Compliance Department, such proxy will be reviewed by a group consisting of members from the Operations Department, Investment Committee and Legal and Compliance and the group is required to review and agree to the manner in which such proxy is voted.

 

2.1

        Recordkeeping

A record of all votes cast must be maintained in order to permit the SEC registered funds to file timely and accurately Form N-PX and to comply with the recordkeeping requirements of IA Act rule 204-2(e)(1). Additionally the Adviser shall maintain a written record of the method used to resolve a material conflict of interest.

 

 

Published: 3 December 2015

   Page 3 of 3


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

A&Q MASTER FUND

PORTFOLIO MANAGER DISCLOSURE

The Fund is managed by Bruce Amlicke (the “Portfolio Manager”), who is primarily responsible for the selection of the Fund’s investments, the allocation of the Fund’s assets among underlying investment managers and the general day-to-day management of the Fund.

Mr. Amlicke has served as a Portfolio Manager of the Fund since its inception. He is the Chief Investment Officer and Head of UBS Hedge Fund Solutions LLC (the “Adviser”). Mr. Amlicke is also Chairman of the Adviser’s Investment Committee. Before re-joining UBS AG in 2010, Mr. Amlicke was Chief Investment Officer of Blackstone Alternative Asset Management and Senior Managing Director of The Blackstone Group. From 2003 to 2004, he was Chief Investment Officer of the O’Connor Multi-Manager Program, the predecessor of the Adviser. Mr. Amlicke joined the O’Connor Multi-Manager team in 1998. He began his career at O’Connor & Associates in 1986 with the foreign currency options group, trading and managing global derivative portfolios. From 1995 to 1998, Mr. Amlicke pursued entrepreneurial interests and was actively involved in early-stage private equity investing in San Diego, California. Mr. Amlicke received his bachelor’s degree from the University of Michigan.

The Fund’s Portfolio Manager manages multiple accounts for the Adviser, including registered closed-end management investment companies and private domestic and offshore pooled investment vehicles.


Potential conflicts of interest may arise because of the Portfolio Manager’s management of the Fund and other accounts. For example, conflicts of interest may arise with the allocation of investment transactions and allocation of limited investment opportunities. Allocations of investment opportunities generally could raise a potential conflict of interest to the extent that the Portfolio Manager may have an incentive to allocate investments that are expected to increase in value to preferred accounts. Conversely, the Portfolio Manager could favor one account over another in the amount or the sequence in which orders to redeem investments are placed. The Portfolio Manager may be perceived to have a conflict of interest if there are a large number of other accounts, in addition to the Fund, that he is managing on behalf of the Adviser. In addition, the Portfolio Manager could be viewed as having a conflict of interest to the extent that he has an investment in accounts other than the Fund. A potential conflict of interest may be perceived if the Adviser receives a performance-based advisory fee as to one account but not another, because the Portfolio Manager may favor the account subject to the performance fee, whether or not the performance of that account directly determines the Portfolio Manager’s compensation. The Adviser periodically reviews the Portfolio Manager’s overall responsibilities to ensure that he is able to allocate the necessary time and resources to effectively manage the Fund.

Other accounts may have investment objectives, strategies and risks that differ from those of the Fund. For these or other reasons, the Portfolio Manager may purchase different investments for the Fund and the other accounts, and the performance of investments purchased for the Fund may vary from the performance of the investments purchased for other accounts. The Portfolio Manager may place transactions on behalf of other accounts that are directly or indirectly contrary to investment decisions made for the Fund, which could have the potential to adversely impact the Fund, depending on market conditions.

The Adviser’s goal is to provide high quality investment services to all of its clients, while meeting its fiduciary obligation to treat all clients fairly. The Adviser has adopted and implemented policies and procedures, including brokerage and trade allocation policies and procedures, that it believes address the conflicts associated with managing multiple accounts for multiple clients. In addition, the Adviser monitors a variety of areas, including compliance with Fund guidelines. Furthermore, senior investment and business personnel at the Adviser periodically review the performance of the Portfolio Manager.

The Portfolio Manager’s compensation is comprised primarily of a fixed salary and a discretionary bonus paid by the Adviser or its affiliates and not by the Fund. A portion of the discretionary bonus may be paid in shares of funds managed by the Adviser or in shares of stock or stock options of UBS AG, the parent company of the Adviser, subject to certain vesting periods. The amount of the Portfolio Manager’s discretionary bonus, and the portion to be paid in shares of funds managed by the Adviser or in shares of stock or stock options of UBS AG, is determined by senior officers of the Adviser. In general, the amount of the bonus will be based on a combination of factors, none of which is necessarily weighted more than any other factor. These factors may include: the overall performance of the Adviser; the overall performance of UBS AG; the profitability to the Adviser derived from the management of the Fund and the other accounts managed by the Adviser; the absolute performance of the Fund and such other accounts for the preceding year; contributions by the Portfolio Manager to assisting in managing the Adviser; participation by the Portfolio Manager in training of personnel; and support by the Portfolio Manager generally to colleagues. The bonus is not based on a precise formula, benchmark or other metric.

The following table lists the number and types of other accounts advised by the Fund’s Portfolio Manager and approximate assets under management in those accounts as of March 31, 2021.

 

Portfolio

Manager

  Registered
Investment Companies
  Pooled
Investment Vehicles
  Other
Accounts
    Number of
Accounts
  Assets
Managed
  Number of
Accounts
  Assets
Managed
  Number of
Accounts
  Assets
Managed

Bruce Amlicke

  3(1)   $846,708,266   79(2)   $20,618,222,227   17(3)   $15,421,283,660


 

1 

Of these accounts, 3 accounts with total assets of approximately $707,917,556 charge performance-based advisory fees.

2 

Of these accounts, 46 accounts with total assets of approximately $10,833,200,211 charge performance-based advisory fees.

3 

Of these accounts, 3 accounts with total assets of approximately $6,722,024,357 charge performance-based advisory fees.

The Fund’s Portfolio Manager does not beneficially own any units of limited liability company interest of the Fund.

 

(b)

Not applicable.

 

Item 9.

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

Not applicable.

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

There have been no material changes to the procedures by which the shareholders may recommend nominees to the 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 period covered under 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.

 

 


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 Masters Fund

By (Signature and Title)*      /s/ William Ferri                                                                             

  William Ferri, Principal Executive Officer

Date               June 8, 2021                                                                                                              

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               June 8, 2021                                                                                                              

By (Signature and Title)*      /s/ Dylan Germishuys                                                                     

  Dylan Germishuys, Principal Accounting Officer

Date               June 8, 2021                                                                                                              

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

 

EX-99.CODE ETH 2 d120244dex99codeeth.htm CODE OF ETHICS Code of Ethics
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UBS Hedge Fund

Solutions LLC

(“HFS”) Personal

Trading/Code of Ethics

4-E-004015

 

Internal

 

UBS Hedge Fund Solutions LLC1

(“HFS”) Personal Trading / Code

of Ethics

OR Taxonomy: Employment Related Risks

Owner/Issuer: Chief Compliance Officer of UBS Hedge Fund Solutions LLC

 

 

Why do we have this policy?

 

Personal trading presents one of the greatest potential risks to any investment adviser. As a fiduciary, an adviser owes its duty of loyalty to its clients first. By trading in the same securities and other investments as we trade for our clients, there is the potential to front-run, “scalp,” or even take away an investment opportunity from one of our clients for one’s own account.

As you read on, you’ll find that our Code of Ethics requires some very detailed reporting (initial, periodic and annual); pre-clearance; short-term trading bans; and other monitoring designed to mitigate many of the types of conflicts that we may encounter. This is not a guarantee that we will never face a conflict of interest between personal trading of our employees and our clients; but it is designed to manage and mitigate those conflicts.

Supervisors of investment professionals have a special duty to pre-clear/ approve their supervised person trades only when they believe that there is little possibility to harm client executions from potential front-running, scalping, or taking an opportunity away from a client.

 

 

 

1 

This Code is also adopted by the Funds (as defined herein) registered under the Investment Company Act of 1940 (“1940 Act”) and the principal underwriter of the 1940 Act Funds, UBS Financial Services Inc.

 

 

Published: 01 December 2015    Page 1 of 20


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UBS Hedge Fund

Solutions LLC

(“HFS”) Personal

Trading/Code of Ethics

4-E-004015

 

Internal

 

  Applicability

 

  
   

  Location

 

  

Americas

 

   

  Legal Entity

 

  

UBS Hedge Fund Solutions LLC

 

   

  Business Division

 

  

Asset Management

 

   

  Business Area / Function

 

  

All

 

   

  Roles

 

  

All

 

 

Summary of Key Requirements

 

The risks addressed by this policy include:

 

  Engaging in front running or scalping

  Purchasing investments for personal accounts instead of offering to client accounts (i.e. IPOs, private placements, etc.)

  Each employee must comply with all applicable Federal securities laws

 

Each employee must promptly report any violations of law or company policy to the Chief Compliance Officer

 

 

 

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

 

 

Published: 01 December 2015    Page 2 of 20


LOGO   

UBS Hedge Fund

Solutions LLC

(“HFS”) Personal

Trading/Code of Ethics

4-E-004015

 

Internal

 

Table of Contents

 

Introduction

     4  

1.

  Types of Accounts      6  

1.1

  Covered Accounts      6  

1.2

  Joint Accounts      6  

1.3

  Investment Clubs      6  

2.

  Establishing Covered Accounts      7  

2.1

  Use of Brokers      7  

2.2

  Discretionary Accounts      8  

3

  Reporting      8  

4

  Providing the Compliance Department with Duplicate Account Statements and Trade Confirmations      8  

5.

  Trading Restrictions (section 5 is not applicable to the Registered Funds Independent Directors and the Unaffiliated Interested Director)      9  

5.1

  Pre-clearance Requirements      9  

5.2

  Trading Frequency      10  

5.3

  Holding Period      10  

5.4

  Prohibited Transactions      11  

5.5

  Initial Public Offerings      11  

5.6

  Investment in Partnerships and Other Private Placements      11  

5.7

  Options      11  

5.8

  Futures      12  

6

  Reporting and Certification Requirements      12  

6.1

  Holdings Report and Certification      12  

6.2

  Quarterly Transactions Report for Access Persons      13  

7.

  Administration and Enforcement      13  

7.1

  Review of Personal Trading Information      13  

7.2

  Sanctions and Remedies      13  

7.3

  Exceptions      13  

7.4    

  Delivery of the Code of Ethics      13  

8

  Annual Review      14  

Procedures to UBS Hedge Fund Solutions LLC Personal Trading/Code of Ethics

     15  

 

 

Published: 01 December 2015    Page 3 of 20


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UBS Hedge Fund

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Trading/Code of Ethics

4-E-004015

 

Internal

 

The additional compliance forms below and referenced herein are on the Intranet via the following link (copy and paste into your browser):

http://bw.docweb.it.ubs.ch/doc/livelink?func=ll&objId=24121339&objAction=browse&sort=name&viewType=1

 

 

Consultants and Temporary Employee Reporting Form

 

Investment Club Pre-Approval Form

 

Brokerage Account Form

 

Private Placement Request Form

Introduction

This Code of Ethics (the “Code”) is designed to ensure, among other things, that all employees and other Access Persons (defined below) conduct their personal securities transactions in a manner where clients’ interests are placed first and foremost. The Code is designed to prevent and detect conflicts of interests between our Access Persons and our Advisory Clients (“Advisory Client” means any client (including but not limited to funds registered under the Investment Company Act of 1940 (“Registered Funds”), hedge funds and separate accounts) for which HFS serves as an investment adviser or sub adviser, to whom it renders investment advice, or for whom it makes investment decisions that arise due to personal investing activities

It is fundamental that the persons governed by this Code understand and accept the fiduciary responsibility that is owed to Registered Funds and, as applicable, to other clients of the Advisers (“Clients” and, individually, a “Client”).2    In furtherance of this fiduciary duty, persons subject to this Code will at all times:

Adhere to the highest standards of ethical conduct;

Place the interests of the Registered Funds and other Clients first;

Conduct the business of the Registered Funds and the Advisers and effect all personal securities transactions consistent with this Code in such a manner so as to avoid any actual or potential conflict of interest with the Registered Funds and other Clients, and also avoid any abuse of an individual’s position of trust and responsibility;

Refrain from taking inappropriate advantage of his or her position with a Registered Fund or an Adviser; and

Act at all times in accordance with “Federal Securities Laws”3 and other applicable laws and regulations.

The Federal Securities Laws include the following two rules, among others:

Rule 17j-1. Rule 17j-1 under the Investment Company Act of 1940, as amended (the “1940 Act”), provides that it is unlawful for any Access Person, in connection with the purchase or sale of any Reportable Security held or to be acquired by a Registered Fund, to:

– Employ any device, scheme or artifice to defraud the Registered Fund;

Make any untrue statement of a material fact to the Registered Fund or omit to state a material fact necessary in order to make the statements made to the Registered Fund, in light of the circumstances under which they are made, not misleading;

Engage in any act, practice or course of business that operates or would operate as a fraud or deceit on the Registered Fund; or

Engage in any manipulative practice with respect to the Registered Fund.

Rule 17j-1 also provides that Registered Funds and their Advisers and principal underwriters must adopt codes of ethics containing provisions reasonably necessary to prevent Access Persons from violating Rule 17j-1. This Code is designed to comply with the requirements of Rule 17j-1 as it pertains to the Adviser.

 

 

2 

An investor in a Fund is not a “Client” of the Adviser.

3 

Federal securities laws means the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, the Investment Advisers Act of 1940, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the Securities and Exchange Commission (“SEC”) under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted thereunder by the SEC, the Department of the Treasury, or the Department of Labor (including relevant prohibited transaction exemptions “PTEs”).

 

 

Published: 01 December 2015    Page 4 of 20


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Internal

 

Rule 204A-1 Rule 204A-1 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), requires that each Adviser establish, maintain and enforce a code of ethics that includes:

Standards of business conduct that are required of Access Persons of each Adviser, which standard must reflect the Adviser’s fiduciary obligations and those of its Access Persons;

Provisions requiring Access Persons of each Adviser to comply with applicable Federal Securities Laws;

Provisions that require all Access Persons of each Adviser to report, and each Adviser to review, personal securities transactions and holdings periodically;

Provisions requiring Access Persons of each Adviser to report any violations of this Code promptly to the Chief Compliance Officer (the “CCO”) of the Registered Funds; and

Provisions requiring each Adviser to provide its Access Persons with a copy of this Code and to obtain a written acknowledgment from its Access Persons that they have read, understood and agree to abide by this Code and any amendments thereto.

This Code is designed to comply with the requirements of Rule 204a-1.

This Code has been adopted by each of the Registered Funds (each a “Fund”) and investment adviser and principal underwriter. The Fund CCO has determined that at the time of adoption of this Code the principal underwriter does not have any persons employed who would be considered an access person as defined in rule 17j-1 (a)ii. The Fund CCO will reevaluate this determination periodically.

Federal Securities Law and Violations

All employees and supervised persons must comply with all Federal Securities Laws. Employees must report any violation of law or company policy to the Chief Compliance Officer. A matter is deemed to have been reported to the Chief Compliance Officer when an employee reports it to any member of the Legal or Compliance Departments.

Personal Trading

Personal investing activities of employees and Access Persons can create conflicts of interest that may compromise our fiduciary duty to Advisory Clients. As a result, Access Persons must avoid any transaction that involves, or even appears to involve, a conflict of interest, diversion of an Advisory Client investment opportunity, or other impropriety with respect to dealing with an Advisory Client or acting on behalf of an Advisory Client. As fiduciaries, Access Persons must at all times comply with the following principles:

Client Interests Come First. Access Persons must scrupulously avoid serving their own personal interests ahead of the interests of Advisory Clients. If an Access Person puts his/her own personal interests ahead of an Advisory Client’s, or violates the law in any way, he/she will be subject to disciplinary action, even if he/she is in technical compliance with the Code.

Avoid Taking Advantage. Access Persons may not make personal investment decisions based on their knowledge of Advisory Client trading or one’s ability to direct client trading:

No front running: engaging in a personal transaction ahead of an Advisory Client with the expectation that the Advisory Client’s transaction will cause a favorable move in the market (i.e. buy for your own account before the buy program for client purchases or sell immediately before the sell program for the client account)

No scalping: trading in the opposite direction immediately after a client trade is executed in the same security

No investing personally in an investment opportunity that should be offered to a client account first whether earned by the clients’ past trading (such as access to new issues and hot IPOs) or such as certain private placements that could be offered by a broker or through another UBS relationship.

No trading on material, non-public information: Access Persons may not make investment decisions based on their knowledge of material, non-public information (inside information) about an issuer. HFS has adopted a Policy Statement on Insider Trading. All access persons are required to read and familiarize themselves with their responsibilities under the Insider Trading Policy. All HFS access persons must annually affirm Compliance with the Insider Trading policy. Investments in equity securities of issuers who control (or derive significant revenues from) the management companies and/or general partners of our investee funds may be restricted.

The Code sets forth detailed policies and procedures that Access Persons of HFS must follow in regard to their personal investing activities. All Access Persons are required to comply with the Code as a condition of

 

 

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continued employment. All Access Persons are required to report any violations of the Code to the Chief Compliance Officer.

Who is subject to the Code? Access Persons. For purposes of this Code, Access Person is defined as:

Each employee, officer and director of a UBS HEDGE FUND SOLUTIONS LLC (“HFS”) entity, their spouses and members of their immediate families (Immediate family includes your spouse, children and/or stepchildren and other relatives who live with you if you contribute to their financial support.);

Any director, officer or general partner of a principal underwriter who, in the ordinary course of business, makes, participates in or obtains information regarding, the purchase or sale of securities by the 1940 Act registered Fund (“Registered Fund”) for which the principal underwriter acts, or whose functions or duties in the ordinary course of business relate to the making of any recommendation to the Registered Fund regarding the purchase or sale of securities.

Each director (including Independent Fund Directors4 and Unaffiliated Interested Fund Director5 of the Registered Funds), officer and employee of a Fund;

An employee, officer or director of any UBS AG affiliate who is domiciled on the premises of HFS for a period of 30 days or more; and

Consultants and other temporary employees hired for a period of 30 days or more whose duties include access to HFS’S technology and systems, and/or trading information in any form, unless they obtain a written exemption from the Compliance Department. Consultants and other temporary employees who are employed for less than a 30-day period, but who have access to HFS’s trading information, will be subject to the reporting requirements described in the Consultants and Temporary Employees form.

Note: Independent Fund Directors and Unaffiliated Interested Fund Directors are exempt from certain provision of the Code. These will be identified in the sections to follow.

 

1.

Types of Accounts

 

1.1

Covered Accounts

“Covered Account” includes any securities account (held at a broker-dealer, transfer agent, investment advisory firm, or other financial services firm) in which an Access Person has a beneficial interest or over which an Access Person has investment discretion or other control or influence (beneficial interest in an account includes any direct or indirect financial interest in an account). Restrictions placed on transactions executed within a Covered Account also pertain to investments held outside of an account of which an Access Person has physical control, such as a stock certificate. (Covered Accounts also include accounts for which an Access Person has power of attorney, serves as executor, trustee or custodian, and corporate or investment club accounts).

 

1.2

Joint Accounts

Access Persons are prohibited from entering into a joint account with any Advisory Client.

 

1.3

Investment Clubs

An Access Person may participate in an investment club only if he/she obtains the prior written approval of the Compliance Department. Requests for approval must be submitted on the Investment Club Pre-Approval Form. Approval will only be granted if the Access Person can ensure that the investment club will comply with all of the provisions of this Code. If the Access Person can demonstrate that he/she does not participate in investment decision-making, then a waiver of the pre-clearance requirement may be granted. An exemption from the pre-

 

 

4

Independent Fund Director” means a director of a Registered Fund who is not an “interested person” of the such Fund within the meaning of the Section 2(a)(19) of the 1940 Act.

5

“Unaffiliated Interested Fund Director” means a director of a Registered Fund who is an “interested person” of such Fund, within the meaning of Section 2(a)(19) of the 1940 Act, but who is not an “interested person” of the Adviser to such Fund under clauses (i) through (iv) of Section 2(a)(19) of the 1940 Act

 

 

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clearance requirement will not be granted if the Access Person has influence or control over the club’s investment decisions or if Access Persons make up 50% or more of the club’s membership.

The Compliance Department will periodically review investment club trading for abuses and conflicts, and reserves the right to cancel approval of participation or to subject all of the club’s trades to pre-clearance and other requirements (transactions effected through an investment club are subject to the reporting requirements outlined in Section 6). Investment club accounts may not be used to undermine these procedures.

 

2.

Establishing Covered Accounts6

 

2.1

Use of Brokers

Generally, Access Persons may maintain and open new Covered Accounts only with authorized broker-dealers (please see the Compliance Department for the current list of authorized broker-dealers)7. Any exceptions to this rule must be approved in writing by the Compliance Department (see the compliance officer for the appropriate form). However, Access Persons hired on or before December 31, 2007 and who maintain a Covered Account at an unauthorized broker-dealer that was opened on or before December 31, 2007 may continue to maintain the account with the unauthorized broker provided they arrange for the broker-dealer to send duplicate trade confirmations and statements to the addresses designated by compliance.

Initially, Covered Accounts must be disclosed to the Compliance Department using the form shown in Brokerage Account form. (Unaffiliated Interested Directors of the Registered Funds shall complete Appendix A)

The following types of accounts may be maintained without obtaining prior approval or being disclosed to the Compliance Department. Note: Access Persons are required to report all Covered Accounts pursuant to the Reporting and Certification Requirements of Section 6 below.

Mutual Fund Only Accounts. Any account that permits an Access Person only to buy and sell shares of open-end mutual funds for which HFS or UBS does not serve as investment adviser or sub adviser and cannot be used to trade any other types of investments like stocks or closed-end funds.

401(k) Plans. Any account with a 401(k) retirement plan that an Access Person established with a previous employer, provided that the investments in the plan are limited to open-end mutual funds not advised or sub-advised by HFS or UBS

Investments in the Physical Control of an Access Person. Access Persons may maintain physical possession of an investment (for example, a stock certificate), however, they must be reported in your required holding report as such.

You must obtain approval to maintain the following Covered Accounts:

Investments Directly with Issuers (or their Transfer Agents). Access Persons may participate in direct investment plans that allow the purchase of an issuer’s securities without the intermediation of a broker-dealer provided that timing of such purchases is determined by the plan (e.g., dividend reinvestment plans (“DRIPS”)). Such investments must be approved prior to the initial purchase of the issuer’s securities. Once approved, you are not required to pre-clear purchases or sales of shares in the plan, although transactions and holdings must be reported. However, if you withdraw the securities and hold a certificate or transfer them to a brokerage account, subsequent sales are subject to pre-clearance as well as the 30-day holding period.

 

 

6 Not applicable to the Registered Funds Independent Directors

7 Not applicable to the Unaffiliated Interested Director of the Registered Funds

 

 

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2.2

Discretionary Accounts.8

Access Persons must obtain Compliance Department approval in order to open discretionary securities accounts. A “Discretionary Account” is one where all investment decisions are made by a third party who is unrelated to the Access Person or is not otherwise an Access Person. Although Discretionary Accounts are exempt from the provisions of Section 5 (Trading Restrictions) of this Code, they are still Covered Accounts and must comply with all other provisions of this Code, including this Section and Section 6 (Reporting and Certification Requirements). In order to obtain necessary approval to open a Discretionary Account, Access Persons must provide the following to the Compliance Department:

A copy of the signed Investment Advisory Agreement and/or any other relevant documents that demonstrate/attest that the fiduciary has full investment discretion; and

A signed attestation that, if the Access Person discusses any specific strategies, industries or securities with the independent fiduciary, the Access Person will pre-clear any related trades that result from the discussion. (Note that if no such discussions take place in advance of transactions, pre-clearance is not required).

The Compliance Department will review Discretionary Account trading for abuses and conflicts and reserves the right to revoke Discretionary Account status and to subject all of the account’s trades to pre-clearance and other requirements of this Code. Discretionary Accounts may not be used to undermine these procedures.

 

3

Reporting

Access Persons are responsible for updating the Affirmation on Line system (goto/AOL) at the time any Covered Account is opened and immediately upon making or being notified of a change in ownership or account number, unless you are an Independent Fund Director of the Registered Funds. The notification should be submitted in writing to the Compliance Department and include the broker name, name of the account, the date the account was opened, account number (if new account) or, if the account number changed, the old number and the new number and the effective date of the change.

 

4

Providing Duplicate the Account Compliance Statements Department and Trade with Confirmations9

For accounts at Unauthorized Brokers, Access Persons must arrange for a third-party vendor as directed by the Compliance Department to receive directly from the executing broker-dealer, bank, or other third-party institution duplicate copies of trade confirmations for each transaction and periodic account statements for each Covered Account. The Unaffiliated Interested Director of the Registered Funds must make arrangements for the Registered Funds CCO to receive periodic account statements directly from the institution where Covered Accounts are held.

Access Persons are not required to provide duplicate trade confirmations and statements for Mutual Fund Only Accounts. However, any mutual fund holdings for which an affiliate of UBS serves as manager or investment adviser must be reported.

Access Persons are unable to arrange for delivery of duplicate confirmations or statements. You may wish to engage in a transaction for which no confirmation can be delivered to the Compliance Department (e.g., a

 

 

8 Not applicable to Registered Funds Independent Directors nor the Unaffiliated Interested Director

9 Not applicable to the Registered Funds Independent Directors

 

 

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transaction in a privately placed security or a transaction in individual stocks held in a 401(k) plan). These types of transactions require the prior written approval of the Compliance Department and will involve additional reporting requirements.

 

5.

to Trading the Registered Restrictions Funds (section Independent 5 is not applicable Directors and the Unaffiliated Interested Director)

“Security” means any interest or instrument commonly known as a security, whether in the nature of debt or equity, including any option, futures contract, shares of registered open-end investment companies (mutual funds) advised or sub advised by UBS, warrant, note, stock, treasury stock, bond, debenture, evidence of indebtedness, certificate of interest or any participation in or right to subscribe to or purchase any such interest or instrument. For purposes of these trading restrictions and the reporting requirements described in Sections 5 and 6, the term “Security” does not include U.S. government bonds, bankers’ acceptances, bank certificates of deposit, commercial paper, high-quality short-term debt instruments (including repurchase agreements), or shares of registered open-end investment companies (mutual funds) for which HFS or UBS do not serve as investment adviser or sub adviser.

 

5.1

Pre-clearance Requirements

Access Persons must obtain prior written approval before purchasing, selling or transferring any security, or exercising any option (except as noted below):

Requesting Pre-clearance. Access Persons will pre-clear transactions through an automated electronic system.(goto/GTPS)

Execute Before the Approval Expires. A pre-clearance approval for a transaction is only effective for the day on which approval is given (regardless of time) for U.S. based employees. If a trade is not fully executed by the end of the day, a new pre-clearance approval must be obtained before the order (or the unfilled portion of the order) can be executed. Accordingly, limit orders and “good ‘til cancelled” instructions must be withdrawn by the end of the day, unless a new approval is obtained. Employees located in offices outside of the U.S. have 24 hours after approval is given to execute the transaction.

UBS AG Securities. Access Persons should follow the pre-clearance process described above when dealing in UBS securities. Note: Any Access Person who possesses material nonpublic information regarding UBS AG is prohibited from engaging in transactions in UBS securities. Employees who have been notified that they are Restricted Persons or other UBS persons could be notified of additional restrictions at times. Employees should consult UBS Policy (1-P-001326) Dealing in UBS Shares by UBS Persons for their Personal Account for additional information. (link: http://bw.policies.ubs.com/policies/1/8/1/5/1/1-P-001326.pdf)

Exceptions. Access Persons do not need to pre-clear the following types of transactions:

Open-End Investment Company Shares (Mutual Funds), including Mutual Funds offered within a 529 College Savings Plan. Purchases and sales of Mutual Funds do not require pre-clearance.

Unit Investment Trusts (UITs). Purchases and sales of unit investment trusts do not require pre-clearance.

Exchange Traded Funds (ETFs) and Exchange Traded Notes (ETNs). Purchases and sales of ETFs and ETNs do not require pre-clearance

UCITS Funds - generally will not require preclearance. However, in the case where a Hedge Fund manager for a sub-fund held in an HFS managed product is the manager to the UCITS vehicle, preclearance will be required. Employees will need to obtain their manager’s approval and will then also need to obtain Compliance approval. The manager, in considering whether to approve the requested transaction shall consider the potential for conflict of interest and the employee shall certify that the UCITS trade is not based on knowledge of planned trading activity by HFS in the Hedge Fund.

Certain Corporate Actions. Acquisitions of securities through stock dividends, dividend reinvestments, stock splits, reverse stock splits, mergers, consolidations, spin-offs, or other similar corporate reorganizations or distributions generally applicable to all holders of the same class of securities do not require pre-clearance.

 

 

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Rights. Acquisition of securities through the exercise of rights issued by an issuer prorata to all holders of a class of its securities, to the extent the rights were acquired through the rights offering and not through the secondary market.

UBS Savings and Investment Plan and Third-Party 401(k) Plans. Any transaction in these plans is generally exempt from the pre-clearance requirements, unless the plan permits an Access Person to trade individual securities (e.g., shares of stock), in which case such transactions are subject to pre-clearance.

Futures and Options on Currencies and Broad Based Indices. An Access Person is not required to pre-clear transactions in futures and options on currencies or on a broad-based securities index. The term “Broad-Based Securities Index” is not easily defined. Generally, a Broad-Based Securities Index covers a wide range of companies and industries. Only futures and options on a Broad-Based Securities Index are exempt from the pre-clearance requirement. If you are unsure as to whether a particular index qualifies as a Broad-Based Securities Index under the Code, you should consult the Compliance Department.     Note: Options on ETFs/ETNs are required to be pre-cleared.

Transactions in Discretionary Accounts. Except under certain circumstances, an Access Person is not required to pre-clear transactions in a Discretionary Account.

Municipal Bonds. Transactions in municipal bonds do not need to be pre-cleared but are subject to the reporting requirements.

Note: All transactions, including those exempt from the pre-clearance requirement (other than non-affiliated mutual funds), are subject to the reporting requirements (See Sec. 6).

 

5.2

Trading Frequency

In order to ensure that Access Persons are not distracted from servicing Advisory Clients, Access Persons should not engage in more than 20 transactions in reportable securities per month. (Note: This does not include repetitive transactions such as rolling futures contracts.)

 

5.3

Holding Period

If an Access Person is required to pre-clear a transaction in a security, he/she also must hold the security for 30 days. As a result, Access Persons may not:

buy a security or Related Investment within 30 days after selling that security or Related Investment; or

sell a security or Related Investment within 30 days after purchasing that security or Related Investment.

Related Investments” are investments whose value is based on or derived from the value of another security, including convertible securities and derivative securities such as options, futures and warrants. Rolling futures and options positions is permitted provided the other pre-clearance requirements are met and the trades are done simultaneously.

 

 

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Exceptions

If a security has experienced a loss equal to at least 10% of the purchase price, the Access Person may sell the security prior to the expiration of the relevant holding period, with prior approval from the Compliance Department.

If you receive restricted stock as part of your compensation, you are not required to hold it for 30 days after it vests.

 

5.4

Prohibited Transactions

HFS views the following transactions as especially likely to create conflicts with Advisory Client interests. Access Persons are therefore prohibited from engaging in the following transactions:

Naked Short Sales. Access Persons are prohibited from entering into a net short position with respect to any security that is held by an Advisory Client.

Futures. Purchase or sale of futures that are not traded on an exchange, as well as options on any type of futures (exchange-traded or not) are prohibited. This prohibition does not apply to currency forwards (futures or otherwise).

ETF/ETN Short Sales. An ETF or ETN may be sold short for hedging purposes only with Compliance preapproval.

 

5.5

Initial Public Offerings

Access Persons may acquire securities in an initial public offering upon receiving pre-clearance from the Compliance Department and, if applicable, their supervisors. In the event that an Access Person holds securities in a company that has announced that it will engage in an IPO, he/she must immediately notify the Compliance Department.

 

5.6

Investment in Partnerships and Other Private Placements

Access Persons are permitted to acquire interests in general partnerships and limited partnerships, and to purchase privately placed securities, provided they obtain prior approval from the Compliance Department. Prior to Compliance granting approval, the investment may be reviewed on an ad hoc basis by knowledgeable, independent investment personnel. Once approved, additional capital investments (other than capital calls related to the initial approved investment) require a new approval. Access Persons requesting permission must complete the Private Placement Request Form. Note: while still subject to the pre-clearance requirements, investments in funds managed by HFS entities do not require completion of the Private Placement Request Form.

 

5.7

Options

 

Call Options. An Access Person may purchase a call option on an individual security or ETF/ETN only if the call option has a period to expiration of at least 30 days from the date of purchase and the Access Person either (1) holds the option for at least 30 days prior to sale or (2) holds the option and, if exercised, the underlying security, for a total period of 30 days. (Similarly, if you choose to exercise the option, you may count the period during which you held the call option toward the 30-day holding period for the underlying security or ETF/ETN.)

An Access Person may sell (write) a call option on an individual security or ETF/ETN only if he/she has held the underlying security (in the corresponding quantity) for at least 30 days (a “Covered Call”).

Put Options. An Access Person may purchase a put option on an individual security or ETF/ETN only if the put option has a period to expiration of at least 30 days from the date of purchase and the Access Person holds the put option for at least 30 days. If an Access Person purchases a put on a security he/she already owns (Put Hedge), he/she may include the time he/she held the underlying security towards the 30-day holding period for the put.

An Access Person may not sell (write) a put on an individual security or ETF/ETN, unless it is part of a spread on a hedged strategy or trade.

 

 

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Writing Options for Hedging Purposes. Access Persons may write options to hedge securities or options that they hold provided they have held the security or option for its relevant holding period or it is part of an option spread transaction that will be held for at least 30 days.

Note: Access Persons must obtain pre-clearance approval to exercise an option on an individual security as well as to purchase or sell such an option.

 

5.8

Futures

An Access Person may purchase and sell exchange-traded futures and currency forwards. Purchases and sales of futures contracts on an individual security are subject to pre-clearance requirements (See Section 5.1 above). Purchases and sales of all futures contracts are subject to the holding period requirement (See Section 5.3 above).

Note: Access Persons must obtain pre-clearance approval to purchase or sell futures contracts on an individual security.

 

6

Reporting and Certification Requirements

Note : the following is all reported in the Affirmation on Line System (goto/AOL)

 

6.1

Holdings Report and Certification

Within 10 days after an Access Person commences employment, he/she must certify that

1.

he/she has read and understands the Code; 2. he/she will comply with its requirements;

3.

he/she has disclosed or reported all personal investment holdings (whether held personally or in accounts); and

4.

he/she has disclosed or reported all accounts required to be disclosed or reported.

Independent Directors of the Registered Funds, who would be required to make a report solely by reason of being a Fund Director, need not submit a initial holding report. Annually, Access Persons must report their holdings to compliance within 45 days of the reporting date, and certify that they have read and understand the Code. The holdings report must contain the following information: title and type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares, and principal amount of each reportable security, the name of any broker, dealer, transfer agent, administrator or bank with which the access person maintains an account in which any securities are held for the access person’s direct or indirect benefit, and the date the access person submits the report.

Exceptions: Access Persons are not required to report holdings in:

U.S. Government Securities (Access Persons are required to report transactions in Fannie Maes and Freddie Macs.)

Money Market Instruments (Money Market Instruments include bankers’ acceptances, bank certificates of deposit, commercial paper, and high-quality short-term debt instruments, including repurchase agreements.

Accounts over which an Access Person has no direct or indirect influence or control. However, Access Persons are required to include in initial and annual holdings reports the name of any broker-dealer or bank with which the Access Person has an account in which any securities are held for his/her direct or indirect benefit.

Open-end mutual funds not affiliated with UBS.

 

 

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6.2

Quarterly Transactions Report for Access Persons

Within 30 days of the end of each calendar quarter, Access Persons must file a report of all securities transactions on a Quarterly Transactions Report unless a duplicate confirmation or similar document was sent to the Compliance Department contemporaneously with the transaction. In addition, Access Persons are required to report any account opened during the quarter in which securities were held during the quarter (this includes accounts that hold those securities described above in Section 5.1

Independent Fund Directors and their Immediate Families are required to submit a Quarterly Securities Transaction Report only if they knew, or in the ordinary course of fulfilling their official duties as a director of a Registered Fund should have known, that a Registered Fund had traded the same security within the prior 15 days or would be trading the same security within the next 15 days. The Quarterly Securities Transaction Report must be submitted to the CCO no later than 30 days after the end of each calendar quarter. The CCO shall send an email reminder with Appendix C at the end of each calendar quarter to the Registered Funds Independent Directors and Appendix C-1 to the Registered Funds Unaffiliated Interested Director.

 

7.

Administration and Enforcement

 

7.1

Review of Personal Trading Information

All information regarding an Access Person’s personal investment transactions, including the reports required by

Section 6, will be reviewed by the Compliance Department. All such information may also be available for inspection by the Chief Executive Officer and Legal Counsel of HFS, any party to which any investigation is referred by any of the foregoing, an Access Person’s supervisor (where necessary), the Securities and Exchange Commission, any self-regulatory organization of which HFS is a member, and any state securities commission.

 

7.2

Sanctions and Remedies

If the Compliance Department determines that an Access Person has violated the Code, it may, in consultation with senior management, impose sanctions and take other actions deemed appropriate, including issuing a warning or letter of education, suspending or limiting personal trading activities, imposing a fine, suspending or terminating employment, and/or informing regulators if the situation warrants. As part of any sanction, the Compliance Department may require the violator to reverse the trade(s) in question and forfeit any profit or absorb any loss from the trade. Senior management will determine the appropriate disposition of any money forfeited pursuant to this section.

 

7.3

Exceptions

Legal and Compliance periodically reviews the effectiveness of this policy in light of changes in industry standards, legal requirements and securities market changes. As such, situations may arise in which Legal and Compliance may believe an exception could be granted. Such exceptions will only be granted if Legal and Compliance believe the essence of the policies enumerated would not be violated, clients would not be harmed and the exception would not conflict with applicable law or regulation.

 

7.4

Delivery of the Code of Ethics

Compliance will provide Access Persons with a copy of the Code of Ethics and any amendments and will require Access Persons to acknowledge in writing (which includes by electronic means) that they have received a copy of the Code of Ethics and any amendments. The Fund CCO shall provide the SEC registered Fund Directors with a Copy of the Code of Ethics and any amendment to the Code and the SEC Registered Fund Directors will be

 

 

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required to complete Appendix B. By clicking “Reviewed” or, for new employees, by completing the appropriate forms, you certify that you have: a) received a copy of the Code of Ethics; b) read and understand all provisions of the Code of Ethics; and c) agree to comply with the terms of the Code.

 

8

Annual Review

The CCO will review the adequacy of this Code and the effectiveness of its implementation at least annually and make recommendations for updating as a result of any changes in the regulations or changes in procedures. The

CCO, or his/her designee, will provide a written report, at least annually, to the Registered Fund’s Board summarizing:

Compliance with the Code for the period under review;

Violations of the Code for the period under review;

Sanctions imposed under the Code during the period under review;

Changes in policies and procedures recommended for the Code; and

Any other information requested by the Board.

 

 

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Procedures to UBS Hedge Fund Solutions LLC Personal Trading/Code of Ethics

 

Human Resources
Ad Hoc    Notify Compliance via email of all new employees who are access persons and covered by the Policy. Once the employee starts, Compliance sends the employee the Code of Ethics and other relevant documents for completion.
Supervisors   
Ad Hoc    Consultants and temporary employees with access to trading information and whose employment is expected to be longer than 30 days, are also covered by the Policy. The Supervisor of the area that engaged the consultant is responsible for notifying Legal and Compliance.
Compliance   
Ad Hoc    Responsible for sending the 407 letter or other notification to brokers requesting that duplicate trade confirmations be sent to Compliance or accounts be added to the data feeds from the brokers. However, the access person is responsible for ensuring that the broker sends duplicate copies of trade confirmations. Compliance maintains a list of all access persons and their brokerage accounts.
Ad Hoc    Generally, pre-clearance is executed via Group Trade Preclearance System (GTPS) or by e-mail in circumstances where GTPS is unavailable. GTPS automatically checks against the restricted list and pre-clearance approval/denial is completed within the software.
Monthly    Central Compliance receives duplicate confirms or data feeds for employee transactions and loads this information to GTPS to ensure pre-clearance requests were properly pre-cleared and also GTPS checks sales transactions to ensure that the security was held for the required periods.
Ad Hoc    Central Compliance follow’s up with brokers if they have not received any monthly statements. Employees must certify annually whether they have opened any new brokerage accounts previously not reported.
Annual    Have every access person certify annually that they have received and understand the Code of Ethics and to certify their brokerage accounts and report all of their holdings. The annual holdings report and code certification are generally completed through Affirmation Online (AOL).
On Going    Record Retention:

This Code of Ethics, a copy of each Securities Transaction Report, any written report issued hereunder by the Compliance Officer or the CCO, and lists of all persons required to make reports hereunder shall be preserved with HFS records for the period required by Rule 17j-1(f) and Rule 204-2(a)(12) & (13). HFS shall maintain the following records:

A copy of the Code and any Codes of Ethics that have been in effect within the previous five years.

Any record of any violation of the Code and any action taken as a result of the violation. These records shall be maintained in an easily accessible place for at least five years after the end of the fiscal year in which the violation occurs.

A copy of each report made by an Access Person as required by the Code, including any information provided in lieu of the periodic reports. These records shall be maintained for at least five years after the end of the fiscal year in which the report is made or the information provided, the first two years in an easily accessible place.

A record of all persons, currently or within the past five years, who are or were required to make reports under the Code, or who are or were responsible for reviewing these reports. These records shall be maintained in an easily accessible place.

A copy of each decision to approve a Private Placement or IPO by an Access Person. These records must be maintained for at least five years after the end of the fiscal year in which the approval is granted.

 

 

Published: 01 December 2015    Page 15 of 20


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Appendix A

HFS Unaffiliated Interested Fund Director Initial and Annual Asset Certification

As of                             

Instructions:

  1.

List all Reportable Accounts in which you may be deemed to have Beneficial Ownership and list all Reportable Securities not held in the Reportable Accounts. This includes securities held at home, in safe deposit boxes, or by an issuer. You may satisfy this requirement by attaching a copy of your most recent account statement. Make sure to report any investments not listed on your account statement. You are deemed to have Beneficial Ownership of accounts of your immediate family members.

  2.

You must submit this form within 10 days of you becoming an Access Person. The information provided herein must be no more than 45 days old.

  3.

Write “none” if you owned no Reportable Security at the end of the date indicated above.

 

Name of Security

 

  

Account Number &

Name of Broker-

Dealer or Bank

  

No. of Shares or
Principal Amount

 

  

Name of

Account

 

   Relationship
(Self, Joint, etc)
                     
                     
                     
                     
                     
                     

  Acknowledgement of Receipt of the Code of Ethics and the Policy on Insider Trading,

I hereby certify that:

  1.

I have received and read the Code of Ethics, the Policy on Insider Trading, the “Codes” and certify that I will comply with the provisions of the Codes applicable to Unaffiliated Interested Directors.

  2.

The securities I have provided above are all of the Reportable Securities in my Reportable Accounts, including individual securities not held in an Account, in which I may be deemed to have Beneficial Ownership.

  3.

I will arrange for the Compliance Officer or Chief Compliance Officer to receive duplicate copies of statements and confirmations of all Reportable Accounts.

  4.

I agree to disgorge and forfeit any profits on prohibited transactions in accordance with the requirements of the Procedures.

  5.

I will at times, act in accordance with the Federal Securities Laws, including the requirements not to trade while in possession of material non-public information.

Date:                             

Print Name:                                         

Signature :                                         

 

 

Published: 01 December 2015    Page 16 of 20


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Appendix B

INITIAL ACKNOWLEDGMENT BY INDEPENDENT FUND DIRECTORS and UNAFFLIATED

INTERESTED DIRECTORS OF RECEIPT OF CODE OF ETHICS AND THE POLICY ON INSIDER

TRADING (COLLECTIVELY, THE “CODES”)

I acknowledge that:

 

  1.

I have received the UBS HFS Code of Ethics and Policy on Insider Trading and certify that I will comply with the provisions of the Codes applicable to Independent Directors or Unaffiliated Interested Directors.

 

  2.

I agree to disgorge and forfeit any profits on prohibited transactions in accordance with the requirements of the Codes.

 

  3.

I will, at all times, act in accordance with the Federal Securities Laws, including the requirement to not trade while in the possession of material non-public information.    

Date:                         

Print Name:                                              

Signature:                                         

 

 

Published: 01 December 2015    Page 17 of 20


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Appendix B-1

ANNUAL CERTIFICATION BY INDEPENDENT FUND DIRECTORS OF RECEIPT OF CODE OF

ETHICS AND THE POLICY ON INSIDER TRADING (COLLECTIVELY, THE “CODES”)

I certify that during the past year:

 

  1.

I have received the UBS HFS Code of Ethics and Policy on Insider Trading and certify that I will comply with the provisions of the Codes applicable to Independent Directors.

 

  2.

I agree to disgorge and forfeit any profits on prohibited transactions in accordance with the requirements of the Codes.

 

  3.

I will, at all times, act in accordance with the Federal Securities Laws, including the requirement to not trade while in the possession of material non-public information.

Date:                         

Print Name:                                         

Signature:                                     

 

 

Published: 01 December 2015    Page 18 of 20


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Appendix C

QUARTERLY SECURITIES TRANSACTION REPORT

FOR INDEPENDENT FUND DIRECTORS

For the Quarter Ended                         

Instructions

  1.

List transactions in Reportable Securities held in any accounts where you may be deemed to have Beneficial Ownership, only if you knew at the time of the transaction, or in the ordinary course of fulfilling your Independent Director duties, you should have known, that during the 15 day period preceding your transaction or immediately following your transaction, the security was purchased or sold, or considered for purchase or sale by the Registered Funds.    You are deemed to have Beneficial Ownership of accounts of your immediate family members.

  2.

This form must be submitted within 30 days after the end of the calendar quarter if you are reporting transactions.

 

         

Name of

Security

  

Trade Date &
Transaction

Type

  

Transaction Price
& Number of

Shares

  

Quantity

(including

principal amount)

   Broker/Institution
                     
                     
                     
                     
                     
                     

Certifications:

I hereby certify that the information contained in this report is accurate and that I have listed all my transactions for the quarter indicated above, with respect to Reportable Securities where I may be deemed to have Beneficial Ownership.

Date:                             

Print Name:                                         

Signature:                                         

 

 

Published: 01 December 2015    Page 19 of 20


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Appendix C-1

QUARTERLY SECURITIES TRANSACTION REPORT

Unaffiliated Interested Registered Fund Directors

For the Quarter Ended                     

Instructions

  1.

List transactions in Reportable Securities held in any account that you might be deemed to have Beneficial Ownership as of the date indicated above, including securities held at home, in safe deposit boxes, or by an issuer. You need not submit this form if this report duplicates information contained in the monthly account statements received by the Compliance Officer or the Chief Compliance Officer. You are deemed to have Beneficial Ownership of accounts of your immediate family members.

  2.

This form must be submitted within 30 days after the end of the calendar quarter if you are reporting transactions.

 

Name of

Security

   Trade Date &
Transaction Type
  

Transaction

Price & Number

of Shares

  

Quantity

(including

principal

amount)

   Broker/Institution
                     
                     
                     
                     
                     
                     

Certifications:

I hereby certify that the information contained in this report is accurate and that I have listed all my transactions for the quarter indicated above, with respect to Reportable Securities where I may be deemed to have Beneficial Ownership.

Date:                                 

Print Name:                                                                           Signature:                                     

 

 

Published: 01 December 2015    Page 20 of 20
EX-99.CERT 3 d120244dex99cert.htm 302 CERTIFICATIONS 302 Certifications

Certification Pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the

Sarbanes-Oxley Act

I, William Ferri, certify that:

 

1.

I have reviewed this report on Form N-CSR of A&Q Masters Fund;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

 

  (a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  (b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  (c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

 

  (d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.

The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  (a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

 

  (b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date:   June 8, 2021                

  

/s/ William Ferri                        

  

William Ferri, Principal Executive Officer


Certification Pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the

Sarbanes-Oxley Act

I, Dylan Germishuys, certify that:

 

1.

I have reviewed this report on Form N-CSR of A&Q Masters Fund;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

 

  (a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  (b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  (c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and


  (d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  (a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

 

  (b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date:   June 8, 2021                

  

/s/ Dylan Germishuys                        

  

Dylan Germishuys, Principal Accounting Officer

 

EX-99.906 CERT 4 d120244dex99906cert.htm 906 CERTIFICATION 906 Certification

Certification Pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the

Sarbanes-Oxley Act

I, William Ferri, Principal Executive Officer of A&Q Masters Fund (the “Registrant”), certify that:

 

  1.

The Form N-CSR of the Registrant (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

 

  2.

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

 

Date:  June 8, 2021                

  

/s/ William Ferri                    

  

William Ferri, Principal Executive Officer

I, Dylan Germishuys, Principal Accounting Officer of A&Q Masters Fund (the “Registrant”), certify that:

 

  1.

The Form N-CSR of the Registrant (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

 

  2.

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

 

Date:  June 8, 2021                

  

/s/ Dylan Germishuys                                        

  

Dylan Germishuys, Principal Accounting Officer

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