N-CSRS 1 fp0090574-1_ncsrs.htm

 

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT

OF REGISTERED MANAGEMENT

 INVESTMENT COMPANIES

 

Investment Company Act File Number 811-23567

 

BBR ALO FUND, LLC

(Exact name of registrant as specified in charter)

 

Matthew Shapiro
c/o BBR Partners, LLC
55 East 52nd Street, 18th Floor
New York, New York 10055

 

(Name and address of agent for service) 

 

Registrant’s telephone number, including area code: (212) 313-9870

 

With a copy to:

Nicole M. Runyan, P.C.
Brad A. Green, P.C.
Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022
(212) 446-4800

 

Date of fiscal year end: March 31

 

Date of reporting period: September 30, 2024

 

 

Item 1. Report to Shareholders

 

(a)

 

 

BBR ALO Fund, LLC

 

 

 

 

Semi-Annual Report

 

For the Six Months Ended September 30, 2024

 

(Unaudited)

 

 

BBR ALO Fund, LLC

 

 

Table of Contents
For the Six Months Ended September 30, 2024 (Unaudited)

 
   

Schedule of Investments

2-5

Summary of Investments

6

Statement of Assets and Liabilities

7

Statement of Operations

8

Statements of Changes in Net Assets

9

Statement of Cash Flows

10

Financial Highlights

11

Notes to Financial Statements

12-19

Other Information

20

 

 

1

 

 

BBR ALO Fund, LLC

 

 

Schedule of Investments
As of September 30, 2024 (Unaudited)

 

 

 

Number
of Shares

     

Value

 
       

COMMON STOCKS — 80.3%

       
       

COMMUNICATIONS — 3.1%

       
    8,256  

Booking Holdings, Inc.*

  $ 34,775,262  
    158,269  

Fox Corp.

    6,699,527  
    1,203,363  

Warner Bros Discovery, Inc.*

    9,927,745  
       

 

    51,402,534  
       

CONSUMER DISCRETIONARY — 8.9%

       
    114,493  

Adidas AG - ADR

    15,199,369  
    227,685  

Buckle, Inc.

    10,011,310  
    179,448  

Bunzl PLC - ADR

    8,506,409  
    816,294  

Copart, Inc.*

    42,773,806  
    176,781  

Evolution Gaming Group AB - ADR

    17,404,991  
    71,790  

Kering SA -ADR

    2,057,911  
    15,801  

LVMH Moet Hennessy Louis Vuitton - ADR

    2,428,291  
    89,727  

Magna International, Inc.

    3,682,396  
    7,558  

MercadoLibre, Inc*

    15,508,714  
    2,786  

NVR, Inc.*

    27,335,675  
    68,101  

ON Holding AG - Class A*

    3,415,265  
       

 

    148,324,137  
       

CONSUMER STAPLES — 0.3%

       
    73,822  

Unilever PLC1

    4,795,477  
                 
       

ENERGY — 2.3%

       
    197,749  

HF Sinclair Corp.

    8,813,673  
    57,360  

Marathon Petroleum Corp.

    9,344,518  
    13,984  

Texas Pacific Land Corp.

    12,372,204  
    61,503  

Valero Energy Corp.

    8,304,750  
              38,835,145  
       

FINANCIALS — 8.7%

       
    71,466  

Aon PLC1

    24,726,521  
    51,862  

Brown & Brown, Inc.

    5,372,903  
    9,458  

Credit Acceptance Corp.*

    4,193,866  
    233,591  

HDFC Bank Ltd - ADR

    14,613,453  
    40,816  

Hingham Institution for Savings

    9,930,941  
    37,746  

Kinsale Capital Group, Inc.

    17,573,405  
    111,740  

Primerica, Inc.

    29,627,861  
    167,750  

RLI Corp.

    25,997,895  
    232,506  

WR Berkley Corp.

    13,190,066  
       

 

    145,226,911  
       

HEALTH CARE — 9.4%

       
    55,379  

CSL LTD - SP ADR

    5,499,328  
    18,639  

Elevance Health, Inc.

    9,692,280  
    28,500  

Humana, Inc.

    9,027,090  
    134,683  

ICON PLC1,*

    38,695,773  
    26,037  

IDEXX Laboratories, Inc*

    13,154,413  

 

See accompanying Notes to Financial Statements.

 

2

 

 

BBR ALO Fund, LLC

 

 

Schedule of Investments
As of September 30, 2024 (Unaudited) (continued)

 

 

 

Number
of Shares

     

Value

 
       

COMMON STOCKS (Continued)

       
       

HEALTH CARE (Continued)

       
    218,860  

Medtronic PLC1

  $ 19,703,966  
    31,599  

Molina Healthcare, Inc.*

    10,887,751  
    96,149  

Novo-Nordisk A/S - SP ADR

    11,448,461  
    770,974  

Siemens Healthineers AG - ADR

    23,171,701  
    40,573  

United Therapeutics Corp.*

    14,539,335  
       

 

    155,820,098  
       

INDUSTRIALS — 18.8%

       
    157,550  

Ametek, Inc.

    27,052,911  
    393,412  

Amphenol Corp., Class A

    25,634,726  
    260,000  

Canadian Pacific Kansas City

    22,240,400  
    330,137  

Fastenal Company

    23,578,385  
    171,031  

Gentex Corp.

    5,077,910  
    400,408  

Graco, Inc.

    35,039,704  
    282,194  

HEICO Corp., Class A

    57,499,858  
    75,000  

IDEX Corp.

    16,087,500  
    106,257  

Landstar System, Inc.

    20,068,760  
    228,674  

Old Dominion Freight Line, Inc.

    45,423,803  
    91,000  

RBC Bearings, Inc.*

    27,243,580  
    67,593  

TriNet Group, Inc.*

    6,554,493  
    64,002  

WillScot Holdings Corp.*

    2,406,475  
       

 

    313,908,505  
       

MATERIALS — 5.1%

       
    125,081  

CF Industries Holdings, Inc.

    10,731,950  
    102,680  

Consol Energy, Inc.

    10,745,462  
    238,481  

Huntsman Corp.

    5,771,240  
    50,994  

Linde PLC1

    24,316,999  
    94,981  

LyondellBasell Industries - Class A

    9,108,678  
    60,563  

Simpson Manufacturing Co, Inc.

    11,583,885  
    188,376  

Warrior Met Coal, Inc.

    12,037,226  
       

 

    84,295,440  
       

TECHNOLOGY — 23.7%

       
    8,613  

Accenture PLC - Class A1

    3,044,523  
    141,417  

Amadeus IT Group, S.A. - ADR

    10,246,185  
    52,710  

Applied Materials, Inc.

    10,650,055  
    19,195  

ASM Holding NV1

    15,994,234  
    189,996  

Cisco Systems, Inc.

    10,111,587  
    250,939  

CoStar Group, Inc.*

    18,930,838  
    238,938  

Dassault Systemes SE - SP ADR

    9,501,298  
    190,592  

Experian PLC - ADR

    10,049,592  
    1,398  

Fair ISAAC Corp.*

    2,717,041  
    28,561  

Globant SA1,*

    5,659,076  
    281,117  

HP, Inc.

    10,083,667  
    353,265  

Intel Corp.

    8,287,597  

 

See accompanying Notes to Financial Statements.

 

3

 

 

BBR ALO Fund, LLC

 

 

Schedule of Investments
As of September 30, 2024 (Unaudited) (continued)

 

 

 

Number
of Shares

     

Value

 
       

COMMON STOCKS (Continued)

       
       

TECHNOLOGY (Continued)

       
    92,070  

Interdigital, Inc.

  $ 13,039,874  
    13,760  

KLA Corp.

    10,655,882  
    174,868  

Kulicke & Soffa Industries

    7,891,793  
    11,981  

Lam Research Corp.

    9,777,454  
    103,845  

Micron Technology, Inc.

    10,769,765  
    26,318  

Moody’s Corp.

    12,490,260  
    34,179  

MSCI, Inc.

    19,923,964  
    545,466  

Sage Group PLC - ADR

    29,983,339  
    151,518  

SAP SE - SP ADR

    34,712,774  
    177,798  

Shopify, Inc. - Class A*

    14,248,732  
    69,225  

Teledyne Technologies, Inc.*

    30,297,013  
    207,226  

Teleperformance - ADR

    10,754,242  
    51,486  

Temenos AG - SP ADR

    3,613,267  
    96,921  

Tokyo Electron LTD - ADR

    8,567,991  
    46,530  

Tyler Technologies, Inc.*

    27,160,492  
    173,380  

Veeva Systems, Inc. - Class A*

    36,387,261  
       

 

    395,549,796  
       

TOTAL COMMON STOCKS

       
       

(Cost $982,161,127)

    1,338,158,043  
                 
       

INVESTMENT FUNDS — 13.1%

       
       

HWC Long Onshore Fund, LP*2

  $ 217,757,154  
       

TOTAL INVESTMENT FUNDS

       
       

(Cost $188,000,000)

    217,757,154  
                 
       

TOTAL INVESTMENTS — 93.4%

       
       

(Cost $1,170,161,127)

    1,555,915,197  
       

Other Assets in Excess of Liabilities — 6.6%

    109,443,814  
       

TOTAL NET ASSETS — 100.0%

  $ 1,665,359,011  

 

ADR – American Depository Receipt

 

PLC – Public Limited Company

 

SA – Société Anonyme

 

SP ADR – Sponsored American Depository Receipt

 

SE – Societas Europaea

 

LP – Limited Partnership

 

1

Foreign security denominated in U.S. Dollars.

 

2

Partnership is not designated in units. The Fund owns approximately 44.08% of HWC Long Master Fund, LP through its investment in HWC Long Onshore Fund, LP, which invests substantially all of its assets in HWC Long Master Fund, LP, and has contractually waived its right to vote its interests.

 

*

Non-income producing security.

 

See accompanying Notes to Financial Statements.

 

4

 

 

BBR ALO Fund, LLC

 

 

Schedule of Investments
As of September 30, 2024 (Unaudited) (continued)

 

 

Additional information on Investment Funds is as follows:

 

Security

Redemption
Permitted

Acquisition
Date

Investment
Strategy

Redemption
Notice Period

HWC Long Onshore Fund, LP

Quarterly

5/1/2024

Long-Only Equitiesa

45 Days

 

a

This investment category includes investment funds that make long-only investments in equity securities that are deemed by investment managers to be undervalued and to present certain sustainable advantages.

 

See accompanying Notes to Financial Statements.

 

5

 

 

BBR ALO Fund, LLC

 

 

Summary of Investments
As of September 30, 2024 (Unaudited) (continued)

 

 

Security Type/Sector

Percent of Total
Net Assets

Common Stocks

 

Technology

23.7%

Industrials

18.8%

Health Care

9.4%

Consumer Discretionary

8.9%

Financials

8.7%

Materials

5.1%

Communications

3.1%

Energy

2.3%

Consumer Staples

0.3%

Total Common Stocks

80.3%

Investment Funds

13.1%

Total Investments

93.4%

Other Assets in Excess of Liabilities

6.6%

Total Net Assets

100.0%

 

See accompanying Notes to Financial Statements.

 

6

 

 

BBR ALO Fund, LLC

 

 

Statement of Assets and Liabilities
September 30, 2024 (Unaudited)

 

 

Assets

       

Investments, at fair value (cost $1,170,161,127)

  $ 1,555,915,197  

Cash

    177,548,040  

Receivables:

       

Dividends receivable

    623,726  

Interest receivable

    646,539  

Total Assets

    1,734,733,502  
         

Liabilities

       

Payables:

       

Payable for shares repurchased (see Note 8)

    58,089,563  

Investor subscriptions received in advance

    9,567,600  

Other fees payable

    12,045  

Investment Advisory fees (see Note 5)

    1,149,533  

Subadvisory fees (see Note 5)

    555,750  

Total Liabilities

    69,374,491  
         

Net Assets

  $ 1,665,359,011  
         

Components of Net Assets:

       

Paid-in capital

  $ 1,210,347,545  

Total distributable earnings

    455,011,466  

Net Assets

  $ 1,665,359,011  
         

Number of Shares Outstanding (unlimited number of shares authorized)

    115,366,483  
         

Net Asset Value per Share

  $ 14.44  

 

See accompanying Notes to Financial Statements.

 

7

 

 

BBR ALO Fund, LLC

 

 

Statement of Operations
For the Six Months Ended September 30, 2024 (Unaudited)

 

 

Income

       

Dividends (net of foreign withholding taxes of $539,864)

  $ 7,208,950  

Interest

    3,627,180  

Miscellaneous income

    270  

Total Income

    10,836,400  
         

Expenses

       

Investment advisory fees (see Note 5)

    6,350,463  

Subadvisory fees (see Note 5)

    3,895,128  

Total Expenses

    10,245,591  
         

Net Expenses

    10,245,591  

Net Investment Income

    590,809  
         

Realized and Unrealized Gain (Loss):

       

Net realized gain (loss) on:

       

Investments

    25,365,760  

Net realized gain

    25,365,760  

Net change in unrealized appreciation (depreciation) on:

       

Investments

    24,004,455  

Foreign currency transactions

    (95 )

Net unrealized appreciation (depreciation)

    24,004,360  

Net Realized and Unrealized Gain

    49,370,120  
         

Net Increase in Net Assets from Operations

  $ 49,960,929  

 

See accompanying Notes to Financial Statements.

 

8

 

 

BBR ALO Fund, LLC

 

 

Statements of Changes in Net Assets

 

 

   

For the
Six Months
Ended
September 30,
2024
(Unaudited)

   

For the Year
Ended
March 31, 2024

 

Operations

               

Net investment income

  $ 590,809     $ 253,130  

Net realized gain on investments

    25,365,760       136,969,247  

Net change in unrealized appreciation on investments

    24,004,360       147,539,858  

Net Increase in Net Assets from Operations

    49,960,929       284,762,235  
                 

Distributions to Investors

               

Distributions

           

Net Change in Net Assets from Distributions to Investors

           
                 

Capital Share Transactions (see Note 8)

               

Shares issued

    177,310,112       138,136,900  

Reinvested distributions

           

Shares repurchased

    (83,629,145 )     (153,432,806 )

Net Change in Net Assets from Capital Transactions

    93,680,967       (15,295,906 )
                 

Total Increase

    143,641,896       269,466,329  
                 

Net Assets

               

Beginning of period

    1,521,717,115       1,252,250,786  

End of period

  $ 1,665,359,011     $ 1,521,717,115  

 

See accompanying Notes to Financial Statements.

 

9

 

 

BBR ALO Fund, LLC

 

 

Statement of Cash Flows
For the Six Months Ended September 30, 2024 (Unaudited)

 

 

Cash flows provided by (used in) operating activities:

       

Net Increase in Net Assets from Operations

  $ 49,960,929  

Adjustments to reconcile Net Increase in Net Assets from Operations to Net Cash used in Operating Activities:

       

Net realized gain from investments

    (25,365,760 )

Net change in unrealized (appreciation)/depreciation on investments

    (24,004,455 )

Purchases of investments

    (337,470,681 )

Sales of investments

    214,203,667  

Decrease in assets:

       

Manager Receivable

    10,175,763  

Dividends receivable

    139,668  

Interest receivable

    117,620  

Increase/(Decrease) in liabilities:

       

Payable for investments purchased

    (3,386,063 )

Investment advisory fees

    102,013  

Subadvisory fees

    1,334  

Other payable

    (11,030 )

Net Cash Used in Operating Activities

    (115,536,995 )
         

Cash flows provided by (used in) financing activities:

       

Proceeds from subscriptions

    163,843,712  

Payments for shares repurchased

    (75,369,106 )

Net Cash provided by (used in) Financing Activities

    88,474,606  
         

Net change in cash

    (27,062,389 )
         

Cash

       

Cash, beginning of period

    204,610,429  

Cash, end of period

  $ 177,548,040  

 

Non-cash operating activities not included herein consist of the value of in-kind distributions from Investment Funds (as defined in Note 1) (refer to Note 7).

 

See accompanying Notes to Financial Statements.

 

10

 

 

BBR ALO Fund, LLC

 

 

Financial Highlights

 

 

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

 

   

For the
Six Months
Ended
September 30,
2024
(Unaudited)

   

For the
Year Ended
March 31,
2024

   

For the
Year Ended
March 31,
2023

   

For the
Year Ended
March 31,
2022

   

For the Period
May 1, 2020*
through
March 31,
2021

 

Net Asset Value, Beginning of Period

  $ 14.04     $ 11.45     $ 13.05     $ 13.73     $ 10.00  

Income from investment operations:

                                       

Net investment gain (loss) (1)

    0.01       0.00       (0.04 )     (0.11 )     (0.09 )

Net realized and unrealized gain (loss) on investments

    0.39       2.59       (1.22 )     0.04       3.88  

Total from investment operations:

    0.40       2.59       (1.26 )     (0.07 )     3.79  
                                         

Less Distributions to Investors:

                                       

From net realized gains

                (0.34 )     (0.61 )     (0.06 )
                                         

Net Asset Value, End of Period

  $ 14.44     $ 14.04     $ 11.45     $ 13.05     $ 13.73  
                                         

Total Return (2)

    2.85 %     22.62 %     (9.42 )%     (1.16 )%     37.93 %(3)
                                         

Net assets, end of period (in thousands)

  $ 1,665,359     $ 1,521,717     $ 1,252,251     $ 1,400,171     $ 1,297,453  
                                         

Net investment gain (loss) to average net assets

    0.08 %(4),(5)     0.02 %(5)     (0.33 )%(5)     (0.74 )%(5)     (0.70 )%(4),(5)
                                         

Ratio of net expenses to average net assets

    1.31 %(4),(5)     1.26 %(5)     1.23 %(5)     1.22 %(5)     1.13 %(4),(5)
                                         

Portfolio turnover rate

    15.04 %(3)     36.11 %     46.17 %     20.84 %     26.76 %(3)

 

*

Commencement of operations.

 

(1)

Based on average shares outstanding for the period.

 

(2)

Total return reflects the changes in net asset value during the period based on the performance of the Fund and investor subscriptions and redemptions, and assumes all dividends and distributions, if any, were reinvested in accordance with the Fund’s dividend reinvestment plan.

 

(3)

Not annualized.

 

(4)

Annualized, except for certain non-recurring fees.

 

(5)

These ratios do not include earned income or expenses incurred by the Fund through any investment in Investment Funds.

 

See accompanying Notes to Financial Statements.

 

11

 

 

BBR ALO Fund, LLC

 

 

Notes to Financial Statements
September 30, 2024 (Unaudited)

 

 

1. Organization

 

BBR ALO Fund, LLC (the “Fund”) is a closed-end, non-diversified management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund was organized as a Delaware limited liability company on January 10, 2020, and commenced operations on May 1, 2020. BBR Partners, LLC serves as the investment adviser to the Fund (the “Adviser”), and each of Maren Capital LLC (“Maren”), Polen Capital Management, LLC (“Polen”), Quantum Capital Management, LLC (“Quantum”) and Summit Street Capital Management, LLC (“Summit Street” and, collectively with Maren, Polen and Quantum, the “Subadvisers”) has been engaged to directly manage specified portions of the Fund’s assets. The Adviser and each Subadviser is registered as an investment adviser with the Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940, as amended.

 

The investment objective of the Fund is to seek long-term capital appreciation. The Fund seeks to achieve its investment objective by deploying its assets among a select group of long-biased equity investment managers (the “Investment Managers”), and the unregistered investment vehicles (the “Investment Funds”) and/or accounts they operate. In addition to allocating Fund assets to Investment Funds, the Adviser may allocate Fund assets to accounts operated by Investment Managers pursuant to subadvisory agreements with such Investment Managers.

 

Long-biased investing generally involves buying securities with the expectation that their price will increase. Investment Managers that employ long-biased equity strategies typically seek to capitalize on discrepancies between an evaluation of the intrinsic value of an equity security and assessment of the forward-looking prospects of the issuer of the security, and the consensus view reflected in the market price of such security. Investment Managers generally will invest primarily in equity securities and equity-linked instruments in U.S. and global markets, including emerging markets, to create long-biased holdings in various positions, sectors and/or countries. Investment Managers may focus on a particular capitalization range (e.g., small cap vs. large cap) or industry sector (e.g., healthcare, technology or consumer products), may employ a specific investment style (e.g., value vs. growth) or may pursue a broad mandate without specific regard for capitalization, sector or geography. Certain Investment Managers also may seek to extract value by being more trading-oriented or catalyst-driven.

 

Subject to the requirements of the 1940 Act, the business and affairs of the Fund are managed under the direction of its Board of Directors (the “Board”). The Board has the right, power and authority, on behalf of the Fund and in its name, to do all things necessary and proper to carry out its duties under the Fund’s Limited Liability Company Agreement, as amended and restated from time to time. Each Director is vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end management investment company registered under the 1940 Act that is organized under Delaware law. The Board may delegate the management of the Fund’s day-to-day operations to one or more officers or other persons (including, without limitation, the Adviser), subject to the investment objective and policies of the Fund and to the oversight of the Board. The Board has engaged the Adviser to manage the day-to-day operations of the Fund, and the Subadvisers to manage allocated portions of the Fund’s assets.

 

2. Significant Accounting Policies

 

The following is a summary of the significant accounting policies consistently followed by the Fund in the preparation of its financial statements. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from these estimates. The Fund is an investment company and follows the accounting and reporting guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946.

 

Valuation of Investments

 

The 1940 Act provides that securities for which market quotations are “readily available” must be valued at market value, and all other securities and other assets must be valued at “fair value” in accordance with requirements under the 1940 Act. The Board has approved procedures pursuant to which the Fund values its investments (the “Valuation Procedures”), and has designated the Adviser as its “valuation designee” (as defined in Rule 2a-5 under the 1940 Act) to determine fair value in good faith for all Fund investments for which market quotations are not readily available. The Fund’s assets managed by the Subadvisers are valued in accordance with the Valuation Procedures. The value of the Fund’s assets will be based on information reasonably available on each date on which the Fund calculates its net asset value (each, a “Determination Date”) and that the Adviser believes to be reliable.

 

12

 

 

BBR ALO Fund, LLC

 

 

Notes to Financial Statements
September 30, 2024 (Unaudited)

 

 

2. Significant Accounting Policies (continued)

 

Publicly-traded equity securities are valued, except as indicated below, at the last sale price on the Determination Date on the securities exchange or national securities market on which such securities primarily are traded (a “primary market”). If there has been no sale on such day, the securities are valued at the average of the most recent bid and asked quotations or, if no asked quotations for such security are available, at the most recent bid quotation on such exchange or market on the Determination Date.

 

Equity-linked instruments are valued based on the value of the underlying reference asset(s) and the terms of the instrument (e.g., an interest rate) to approximate what the Fund would receive on a current termination of the instrument. Such reference asset(s) are valued in accordance with the applicable provisions of the Valuation Procedures.

 

Debt securities and instruments, if any, generally are valued, to the extent possible, by an independent pricing service approved by the Adviser. Each pricing service provides an evaluated price based on its proprietary methodologies, which may use a variety of inputs, models and assumptions based on its methodology for a particular type of security. Debt securities and instruments for which valuation is not provided by a pricing service are valued using an evaluated price provided by Bloomberg, and if Bloomberg does not provide a price, then the security generally will be valued by obtaining prices from broker/dealers on the Determination Date. Overnight and certain other short-term debt securities and instruments with maturities of less than 60 days (excluding U.S. Treasury bills) are valued by the amortized cost method, unless a pricing service provides a valuation for such security, or, in the opinion of the Adviser, the amortized cost method would not represent fair value on the Determination Date.

 

Derivative instruments, if any, which may be used for hedging and non-hedging purposes, are valued in accordance with the Valuation Procedures. Certain derivatives may be valued (i) by pricing services approved by the Adviser, (ii) based on the value of the underlying reference asset(s), (iii) at their last sale price on the primary market, (iv) using evaluated pricing available from Bloomberg, (v) using a quotation obtained from an independent broker/dealer, (vi) at their intrinsic value, (vii) at the most recent settlement price, (viii) at their acquisition cost until such time as market prices become available or (ix) at their fair value determined by the Valuation Committee (as defined below), as applicable.

 

Securities for which market prices are not readily available and securities for which quotations are deemed by the Adviser to be unreliable are fair valued or otherwise valued in accordance with the Valuation Procedures. The Board has approved the formation of a committee established by the Adviser to oversee the valuation of the Fund’s investments pursuant to the Valuation Procedures (the “Valuation Committee”), and assist in the valuation of such securities. Circumstances in which market prices may not be readily available include, but are not limited to, when an exchange or market is not open for trading for an entire trading day or closes early, or trading in a particular security is halted, and no other market prices are available. In these circumstances, portfolio management personnel of the Fund, the Adviser or the Subadvisers will seek to determine whether to recommend an adjustment to the last sale price on the primary market, and the Valuation Committee will meet as necessary, in accordance with the Valuation Procedures.

 

The Adviser generally will value the Fund’s investment in any Investment Funds using the “practical expedient,” in accordance with ASC Topic 820, based on the valuation provided to the Adviser by the Investment Fund in accordance with the Investment Fund’s own valuation policies, provided that the Investment Fund falls within the scope of ASC 946. The fair value of investments in Investment Funds ordinarily will be the carrying amount (book value) of the Fund’s interest in such investments, as provided to the Fund by the Investment Managers as of or prior to the relevant Determination Date. The Valuation Procedures, however, require the consideration of all relevant information reasonably available at the time the Fund values its portfolio. As a result, the Adviser may conclude in certain circumstances that the information provided by an Investment Manager does not represent the fair value of the Fund’s interests in an Investment Fund. In accordance with the Valuation Procedures, in the absence of specific transaction activity in interests in a particular Investment Fund, the Adviser will consider whether it is appropriate, in light of all relevant circumstances, to value the Fund’s interest in an Investment Fund based on the net asset value reported by the Investment Manager, or whether to adjust such value to reflect a premium or discount to net asset value. Any such decision will be made in good faith, and subject to the review and supervision of the Board.

 

The valuations reported by the Investment Managers, upon which the Fund will calculate its month-end net asset value, may be subject to later adjustment based on information reasonably available at that time. In the event that an Investment Fund does not report a month-end value to the Fund on a timely basis, the Fund will determine the fair value of such Investment Fund based on the most recent final or estimated value reported by the Investment Fund, as well as any other relevant information available at the time the Fund values its portfolio.

 

13

 

 

BBR ALO Fund, LLC

 

 

Notes to Financial Statements
September 30, 2024 (Unaudited)

 

 

2. Significant Accounting Policies (continued)

 

In general, fair value represents a good faith approximation of the current value of an asset and will be used when there is no public market or possibly no market at all for the asset. The fair values of one or more assets may not be the prices at which those assets ultimately are sold, and the differences may be significant.

 

Investment Transactions, Investment Income and Expenses

 

Investment transactions are accounted for on the trade date. Realized gains and losses on investments are determined on the identified cost basis. Dividend income and expense is recorded net of applicable withholding taxes on the ex-dividend date and interest income and expense is recorded on an accrual basis. Withholding taxes on foreign dividends, if applicable, are paid (a portion of which may be reclaimable) or provided for in accordance with the applicable country’s tax rules and rates and are disclosed in the Statement of Operations. The Fund accounts for distributions received from investments as dividend income, realized gain, or return of capital based on information provided by the company. Withholding tax reclaims are filed in certain countries to recover a portion of the amounts previously withheld. The Fund records a reclaim receivable based on a number of factors, including a jurisdiction’s legal obligation to pay reclaims as well as payment history and market convention.

 

Currency Translation

 

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and ask prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

 

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period-end exchange rates are reflected as a component of net unrealized appreciation or depreciation of foreign currency denominated assets and liabilities.

 

Use of Estimates

 

The preparation of financial statements in conformity with U.S. GAAP requires Fund 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.

 

Cash and Cash Equivalents

 

Cash includes cash equivalents of $177,548,040 consisting of highly liquid money market funds that are readily convertible into cash. Such securities with maturities of three months or less, when purchased, are considered to be cash equivalents. The carrying amount of these securities approximates fair value. Cash is held in financial institutions and, at times, may exceed federal insured limits. At September 30, 2024, cash on the statement of financial condition includes $177,548,040 invested in the Fidelity Treasury Fund (FISXX).

 

3. Select Risk Factors

 

The Fund’s investments may expose the Fund to various risk factors including, but not limited to the following:

 

Investment Risk. All investments risk the loss of capital. The value of the Fund’s total net assets is expected to fluctuate. To the extent that the Fund’s portfolio is concentrated in issuers in a single sector, the risk of any investment decision is increased. While the Adviser believes that the Fund’s investment program will moderate this risk to some degree through multiple Investment Managers, no guarantee or representation is made that the Fund’s investment program will be diversified or successful.

 

An investment in the Fund involves a high degree of risk, including the risk that the investor’s entire investment may be lost. No assurance can be given that the Fund’s investment objective will be achieved. The Fund’s performance depends upon the Adviser’s selection of Investment Managers, the allocation of offering proceeds thereto and the performance of the

 

14

 

 

BBR ALO Fund, LLC

 

 

Notes to Financial Statements
September 30, 2024 (Unaudited)

 

 

3. Select Risk Factors (continued)

 

Investment Managers, including the Subadvisers, and the Investment Funds. The Investment Managers’ investment activities involve the use of strategies and investment techniques with significant risk characteristics, including risks arising from national or international economic conditions, volatility in the global equity, currency, real estate and fixed-income markets, shifts in macro-economic fundamentals, the risks of short sales, the risks of leverage, the potential illiquidity of securities and derivative instruments, the risk of loss from counterparty defaults and the risk of borrowing to meet withdrawal requests, as well as acts of God, uninsurable losses, war, terrorism, earthquakes, hurricanes or floods and other factors which are beyond the control of the Fund or the Investment Managers. No assurance can be given that: (i) the Investment Managers’ investment programs, strategies, decisions and activities will be successful; (ii) the Investment Managers will achieve their return expectations; (iii) the Investment Managers will achieve any return of capital invested; or (iv) investors will not suffer losses from an investment in the Fund. All investments made by the Investment Managers risk the loss of capital. The Investment Managers’ results may vary substantially over time.

 

Market Disruption and Geopolitical Risk. Market risks, including political, regulatory, market, economic and social developments, and developments that impact specific economic sectors, industries or segments of the market, can affect the value and liquidity of the Fund’s and the Investment Funds’ investments. In addition, turbulence and reduced market liquidity in financial markets may negatively affect Investment Managers, Investment Funds and issuers, which could adversely affect the Fund. Stock prices may experience greater volatility during periods of challenging market conditions. As a result, during these periods, the Fund’s net asset value will fluctuate, an investor may experience a significant decline in the value of its investment and it could lose money.

 

The Adviser’s business activities, as well as the activities of the Fund, the Investment Funds and their operations and investments, could be materially adversely affected by outbreaks of disease, epidemics and public health issues, which can exacerbate pre-existing political, social and economic risks in certain countries or regions and trigger a prolonged period of global economic slowdown. Recent examples include pandemic risks related to COVID-19 (notably, its significant negative impact on economic and market conditions and global supply chains, and the aggressive measures taken worldwide in response by governments and businesses) and geopolitical risks related to Russia’s invasion of Ukraine, the ongoing conflict(s) in the Middle East and other geopolitical tensions, hostilities and instability. To the extent the Fund or the Investment Funds have significant investments in certain countries, regions, companies, industries or market sectors, such positions will increase the risk of loss from adverse developments affecting those countries, regions, companies, industries or sectors.

 

As of the date hereof, there is uncertainty with respect to legislation, regulation and government policy at the federal, state and local levels, notably as respects U.S. fiscal, tax, trade, healthcare, energy, immigration, foreign and government regulatory policy. Recent events have created a climate of heightened uncertainty and introduced new and difficult-to-quantify macroeconomic and geopolitical risks with potentially far-reaching implications. There has been a corresponding meaningful increase in the uncertainty surrounding interest rates, tax rates, inflation, energy costs, foreign exchange rates, trade volumes and fiscal and monetary policy. To the extent the U.S. Congress or the White House implements additional changes to U.S. policy, those changes may impact, among other things, the U.S. and global economy, international trade and relations, the U.S. regulatory environment, corporate taxes, inflation, healthcare, unemployment and immigration, among other areas. Until any additional policy changes are finalized, it cannot be known whether the Fund and its investments or future investments may be positively or negatively affected, or the impact of continuing uncertainty.

 

Equity Securities. An Investment Fund’s and the Fund’s portfolio may include positions in common stocks, preferred stocks and convertible securities of U.S. and non-U.S. issuers. Investment Managers may focus on investments within specific sectors, countries and/or regions. Investment Managers also may invest in depositary receipts or shares relating to non-U.S. securities. Equity securities fluctuate in value in response to many factors, including the activities and financial condition of individual companies, the business market in which individual companies compete and general market and economic conditions. Investment Managers may invest in equity securities without restriction as to market capitalization, such as those issued by smaller capitalization companies, including micro-cap companies. Investment Managers may purchase securities in all available securities trading markets, including initial public offerings and the aftermarket.

 

Investment Approach. Investment Funds are not registered as investment companies under the 1940 Act. The Fund, as an investor in an Investment Fund, does not have the benefit of the protections afforded by the 1940 Act to investors in registered investment companies. Although the Adviser periodically receives information from the Investment Fund regarding its investment performance and investment strategies, the Adviser may have little or no means of independently verifying this information. An Investment Manager may use proprietary investment strategies that are not fully disclosed to the Adviser, and such strategies may involve risks that are not anticipated by the Adviser. Investment Managers may change their

 

15

 

 

BBR ALO Fund, LLC

 

 

Notes to Financial Statements
September 30, 2024 (Unaudited)

 

 

3. Select Risk Factors (continued)

 

investment strategies (i.e., may experience style drift) at any time. In addition, the Fund and the Adviser have no control over an Investment Fund’s investment management, brokerage, custodial arrangements or operations, and must rely on the experience and competency of the Investment Manager in these areas. The performance of the Fund depends on the success of the Adviser in selecting Investment Managers for investment by the Fund and the allocation and reallocation of Fund assets among Investment Managers.

 

Investment Managers make investment decisions independently of each other so that, at any particular time, Investment Managers may buy, sell or hold similar positions at the same time. Alternatively, an Investment Manager may purchase shares in an issuer that at the same time are being sold by another Investment Manager; transactions of this sort could result in the Fund’s directly or indirectly incurring certain transaction costs without accomplishing any net investment result. Because the Fund may make additional investments in or withdraw from Investment Managers only at certain times due to restrictions imposed by the Investment Managers or Investment Funds, the Fund may, from time to time, temporarily invest some of its assets in money market securities, money market funds, or other similar types of investments.

 

Investment Funds may permit or require that withdrawals or redemptions of interests be made in-kind, or in part in cash and in part in-kind. The Fund may receive securities that are illiquid or difficult to value upon its withdrawal of all or a portion of its interest in an Investment Fund. In addition, Investment Funds may impose so-called “gates,” limiting the proportion of assets investors, including the Fund, may withdraw on any single withdrawal date. The Fund may otherwise not be able to withdraw from an Investment Fund except at specified times, thereby limiting the Adviser’s ability to withdraw assets from an Investment Fund that may have poor performance or for other reasons.

 

4. Fair Value Disclosures

 

The Fund discloses the fair value of its investments in accordance with FASB ASC 820-10, “Fair Value Measurements”, which establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to valuations based on unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurement). FASB ASC 820-10-35-40 to 54 provides three levels of fair value as listed below.

 

 

Level 1 – Inputs that reflect unadjusted quoted prices in active markets for identical assets and liabilities that the Fund has the ability to access at the measurement date.

 

 

Level 2 – Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates, and similar data.

 

 

Level 3 – Unobservable inputs for the asset or liability to the extent that relevant observable inputs are not available, representing the Fund’s own assumptions about the assumptions that a market participant would use in valuing the asset or liability, and that would be based on the best information available.

 

The notion of unobservable inputs is intended to allow for situations in which there is little, if any, market activity for the asset or liability at the measurement date. Under Level 3, the owner of an asset must determine fair value based on its own assumptions about what market participants would take into account in determining the fair value of the asset, using the best information available.

 

The inputs or methodology for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

 

A financial instrument’s level within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement; however, the determination of what constitutes “observable” requires significant judgment by the Valuation Committee. The Valuation Committee considers observable data to be market data that is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market.

 

16

 

 

BBR ALO Fund, LLC

 

 

Notes to Financial Statements
September 30, 2024 (Unaudited)

 

 

4. Fair Value Disclosures (continued)

 

The following table presents the investments carried on the Schedule of Investments by level within the valuation hierarchy as of September 30, 2024:

 

 

 

Level 1

   

Level 2*

   

Level 3*

   

Investments
Valued at Net
Asset Value

   

Total

 

Investments in Securities

                                       

Common Stocks1

  $ 1,338,158,043     $     $     $     $ 1,338,158,043  

Investment Fund

  $                 $ 217,757,154     $ 217,757,154  

Total Investments in Securities

  $ 1,338,158,043     $     $     $ 217,757,154     $ 1,555,915,197  

 

1

All common stocks held in the Fund are Level 1 securities. For a detailed break-out of common stocks by major industry classification, please refer to the Schedule of Investments.

 

*

The Fund did not hold any Level 2 or Level 3 securities at period-end.

 

5. Investment Advisory and Other Agreements

 

The Fund has entered into an investment advisory agreement with the Adviser. In consideration of services provided, the Fund pays the Adviser a unitary management fee, computed and payable monthly in arrears, at an annual rate of 0.80% of the Fund’s net asset value (the “Investment Advisory Fee”). In turn, the Adviser pays substantially all operating expenses of the Fund, except fees and expenses of the Investment Funds, the fees payable to the Subadvisers, interest expenses, taxes, portfolio transaction-related fees and expenses, costs of borrowing, litigation and indemnification expenses, and any other extraordinary expenses not incurred in the ordinary course of the Fund’s business. For the period ended September 30, 2024, the Fund accrued fees to the Adviser of $6,350,463, of which $5,200,930 was paid during the period.

 

Each of Maren, Polen, Quantum and Summit Street has been engaged to directly manage specified portions of the Fund’s assets pursuant to subadvisory agreements with each Subadviser. In consideration of the subadvisory services provided to the Fund by the Subadvisers, the Fund pays a fee, calculated based on the net asset value of the respective allocated portion of the Fund’s assets, to each Subadviser (the “Subadvisory Fees”). For the period ended September 30, 2024, the weighted average aggregate fee payable by the Fund to the Subadvisers was 0.25% of the allocable portion of the Fund’s assets managed by the Subadvisers. For the period ended September 30, 2024, the Fund accrued fees to the Subadvisers of $3,895,128, of which $3,339,378 was paid during the period.

 

For purposes of determining the Investment Advisory Fee payable to the Adviser for any month, “net asset value” means the total value of all assets of the Fund as of the end of such month, less an amount equal to all accrued debts, liabilities and obligations of the Fund as of such date, and calculated before giving effect to any repurchase of Shares on such date and before any reduction for any fees and expenses of the Fund. For purposes of determining the Subadvisory Fees payable to each Subadviser, “net asset value” means the total value of the assets of the Fund allocated to the Subadviser as of the end of a month or quarter, as the case may be, less a pro rata portion of all accrued debts, liabilities and obligations of the Fund as of such date, and calculated before giving effect to any repurchase of shares on such date and before any reduction for any fees and expenses of the Fund. The Investment Advisory Fee and the Subadvisory Fees are prorated for any partial period based on the number of days in such period. The Investment Advisory Fee and the Subadvisory Fees are paid to the Adviser and the Subadvisers, respectively, out of the Fund’s assets and, therefore, will decrease the net profits or increase the net losses of the Fund. The Investment Advisory Fee and the Subadvisory Fees are in addition to the asset-based fees, incentive fees or allocations, if applicable, and other expenses charged by the Investment Funds and indirectly borne by investors.

 

UMB Fund Services, Inc. serves as administrator (the “Administrator”) to the Fund and provides certain accounting, administrative, record keeping and investor related services. In consideration of these services, the Adviser pays the Administrator, out of the Investment Advisory Fee, certain annual fees subject to a minimum fee of $215,000, in addition to certain other fixed and transactional fees, and reimburses certain of the Administrator’s expenses. During the period ended September 30, 2024, the Adviser paid the Administrator $119,245.

 

UMB Bank, n.a., an affiliate of the Administrator, serves as the primary custodian of the assets of the Fund, and may maintain custody of such assets with U.S. and non-U.S. sub-custodians, securities depositories and clearing agencies.

 

17

 

 

BBR ALO Fund, LLC

 

 

Notes to Financial Statements
September 30, 2024 (Unaudited)

 

 

6. Federal Income Taxes

 

The Fund has elected to be treated, and intends to operate in a manner so as to qualify continuously, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). Assuming that the Fund continues to so qualify, the Fund generally will not be subject to U.S. federal income tax on its taxable income and gains that it distributes to investors.

 

In accounting for income taxes, the Fund follows the guidance in FASB ASC 740, as amended by Accounting Standards Update 2009-06, “Accounting for Uncertainty in Income Taxes” (“ASC 740”). ASC 740 prescribes the minimum recognition threshold a tax position must meet in connection with accounting for uncertainties in income tax positions taken or expected to be taken by an entity before being measured and recognized in the financial statements. Fund management has concluded there were no uncertain tax positions as of the period ended September 30, 2024 for federal income tax purposes or in the Fund’s major state and local tax jurisdiction of Delaware.

 

Because U.S. federal income tax regulations differ from U.S. GAAP, distributions in accordance with tax regulations may differ from net investment income and realized gains recognized for financial reporting purposes. Differences may be permanent or temporary. Permanent differences are reclassified among capital accounts in the financial statements to reflect the applicable tax characterization. Temporary differences arise when certain items of income, expense, gain or loss are recognized at some time in the future. The tax basis components of distributable earnings may differ from the amounts reflected in the Statement of Assets and Liabilities due to temporary book/tax differences arising primarily from partnership investments. These amounts will be finalized before filing the Fund’s federal tax return.

 

At September 30, 2024, gross unrealized appreciation and depreciation on investments, based on cost for federal income tax purposes were as follows:

 

Cost of investments

  $ 1,170,909,060  

Gross unrealized appreciation

  $ 415,514,302  

Gross unrealized depreciation

    30,508,165  

Net unrealized appreciation on investments

  $ 385,006,137  

 

The difference between cost amounts for financial statement and federal income tax purposes is due primarily to timing differences in recognizing certain gains and losses in security transactions.

 

7. Investment Transactions

 

For the period ended September 30, 2024, the purchase and sale of investments in securities, excluding short-term investments and U.S. Government securities, were $337,470,681 and $214,203,667, respectively.

 

8. Capital Share Transactions

 

The Fund offers Shares on a continuous basis. Shares may be purchased as of the first business day of each month at the Fund’s then current net asset value per Share.

 

The Fund, from time to time, may provide liquidity to investors by offering to repurchase Shares pursuant to written tenders by investors. Repurchases will be made at such times and on such terms as may be determined by the Board in its complete and exclusive discretion. In determining whether the Fund should repurchase Shares from investors pursuant to written tenders, the Fund’s Board will consider the recommendation of the Adviser. The Adviser expects that each repurchase offer will apply to a predetermined percentage of the net assets of the Fund, and that it will recommend to the Board that the Fund offer to repurchase Shares from investors on a quarterly basis, with such repurchases to occur as of each March 31, June 30, September 30 and December 31 (or, if any such date is not a business day, on the immediately preceding business day).

 

The Fund expects that dividends will be paid annually on the Shares in amounts representing substantially all of the net investment income, if any, earned each year. Payments on the Shares may vary in amount depending on investment income received and expenses of operation; however, in order to continue to qualify as a RIC, substantially all of any taxable net capital gain realized on investments will be paid to investors at least annually.

 

18

 

 

BBR ALO Fund, LLC

 

 

Notes to Financial Statements
September 30, 2024 (Unaudited)

 

 

8. Capital Share Transactions (continued)

 

For the period ended September 30, 2024, transactions in Shares were as follows:

 

Shares outstanding, April 1, 2024

    108,419,415  

Shares issued

    12,856,251  

Shares reinvested

     

Shares repurchased

    (5,909,183 )

Shares outstanding, September 30, 2024

    115,366,483  

 

9. Indemnification

 

In the normal course of business, the Fund enters into contracts that provide general indemnifications. The Fund’s maximum exposure under these agreements is dependent on future claims that may be made against the Fund, and therefore cannot be established; however, the Fund expects the risk of loss from such claims to be remote.

 

10. Subsequent Events

 

Management has evaluated the impact of all subsequent events on the Fund through the date the financial statements were issued and has determined that there were no subsequent events to report.

 

19

 

 

BBR ALO Fund, LLC

 

 

Other Information
September 30, 2024 (Unaudited)

 

 

Proxy Voting

 

A description of the policies and procedures used by the Fund to determine how to vote proxies is available: (i) without charge, upon request, by calling the Fund at (212) 313-9870; and (ii) on the SEC’s website at www.sec.gov.

 

The Fund is required to file, on Form N-PX, its complete proxy voting record for the 12-month period ended June 30, no later than August 31. The Fund’s Form N-PX filing is available: (i) without charge, upon request, by calling the Fund at (212) 313-9870; and (ii) on the SEC’s website at www.sec.gov.

 

Availability of Quarterly Portfolio Schedules

 

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 report on Form N-PORT. The Fund’s Form N-PORT reports are available on the SEC’s website at www.sec.gov or by calling the Fund at (212) 313-9870.

 

Dividend Reinvestment Program

 

The Fund has adopted a dividend reinvestment plan (the “Plan”) pursuant to which distributions of dividends and capital gains (“Dividends”) paid by the Fund will be automatically reinvested in additional Shares of the Fund by UMB Fund Services, Inc., as agent of the Plan (the “Plan Agent”), unless an investor “opts out” (elects not to reinvest in Shares). An investor that elects not to participate in the Plan will receive Dividends in cash, paid by the Plan Agent, as Dividend disbursing agent, directly to the investor’s account, which will be the same account from which investments and any other payments required as a condition to the investor’s investment in the Fund will be made by the investor. Even if an investor does not participate in the Plan, however, the Fund will have the ability to declare a large portion of Dividends in Shares instead of in cash. The tax treatment of dividends and capital gain distributions will be the same whether the investor takes them in cash or reinvests them to purchase additional Shares.

 

The Plan Agent serves as agent for the Fund’s investors in administering the Plan. After the Fund declares a Dividend, the Plan Agent will, as agent for the investors, distribute newly-issued Shares on behalf of the participants. The number of Shares to be issued will be computed at a per share rate equal to the net asset value per Share on the Dividend payment date. There is no sales charge or other charge for reinvestment. The Fund reserves the right to suspend or limit at any time the ability of investors to reinvest distributions. Additional information regarding the reinvestment of distributions may be obtained by contacting the Adviser at the number noted herein. The Plan Agent’s fees for the handling of reinvestment of Dividends are paid by the Adviser. The automatic reinvestment of Dividends will not relieve participants of any income tax that may be payable or required to be withheld on such Dividends.

 

Investors may elect initially not to reinvest by indicating that choice in their subscription agreement. Thereafter, investors are free to change their election at any time by contacting the Adviser at (212) 313-9870. Such withdrawal will be effective immediately if received not less than ten days prior to a Dividend record date; otherwise, it will be effective for all subsequent Dividends.

 

The Fund reserves the right to amend or terminate the Plan at any time. All correspondence concerning the Plan should be directed to the Adviser at (212) 313-9870.

 

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Corporate Offices

BBR ALO FUND, LLC
55 East 52nd Street, 18th Floor
New York, New York 10055

 

Fund Administrator, Transfer Agent and Fund Accountant

UMB Fund Services
235 W. Galena Street
Milwaukee, Wisconsin 53212
Phone: (414) 299-2200

 

Custodian Bank

UMB Bank, N.A.
928 Grand Boulevard, 5th Floor
Kansas City, Missouri 64106

 

Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP
300 Madison Avenue,
New York, New York 10017

 

 

 

 

(b) Not applicable.

 

Item 2. Code of Ethics.

 

Not applicable. 

 

Item 3. Audit Committee Financial Expert.

 

Not applicable.

 

Item 4. Principal Accountant Fees and Services.

 

Not applicable. 

 

Item 5. Audit Committee of Listed Registrants.

 

Not applicable. 

 

Item 6. Investments.

 

(a)The Schedule of Investments as of the close of the reporting period is included as part of the report to shareholders filed under Item 1 (a) of this form.

 

(b)Not applicable.

 

Item 7. Financial Statements and Financial Highlights for Open-End Management Investment Companies.

 

Not applicable.

 

Item 8. Changes in and Disagreements with Accountants for Open-End Management Investment Companies.

 

Not applicable.

 

Item 9. Proxy Disclosures for Open-End Management Investment Companies.

 

Not applicable.

 

Item 10. Remuneration Paid to Directors, Officers, and Others of Open-End Management Investment Companies.

 

Not applicable.

 

Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract.

 

Not applicable.

 

Item 12. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

 

Not applicable. 

 

Item 13. Portfolio Managers of Closed-End Management Investment Companies.

 

(a)Not applicable.

(b)As of the date of this filing, there have been no changes in any of the portfolio managers identified in response to paragraph (a)(1) of this item in the registrant's most recent annual report on Form N-CSR, filed with the Securities and Exchange Commission on June 7, 2024.

 

Item 14. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

 

Not applicable.

 

Item 15. Submission of Matters to a Vote of Security Holders.

 

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

 

Item 16. Controls and Procedures.

 

(a)The registrant’s Principal Executive Officer and Principal Financial Officer, 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”)) were effective as of a date within 90 days of the filing date of this report based on their evaluation of the effectiveness of the registrant's disclosure controls and procedures, as required by Rule 30a-3(b) under the 1940 Act.

 

 

(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) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant's internal control over financial reporting.

 

Item 17. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

 

(a)Not applicable.

 

(b)Not applicable.

 

Item 18. Recovery of Erroneously Awarded Compensation.

 

Not applicable.

 

Item 19. Exhibits.

 

(a)(1) Not applicable.

 

(a)(2) Not applicable.

 

(a)(3) Certifications required by Rule 30a-2(a) under the 1940 Act are filed herewith.

 

(a)(4) Not applicable.

 

(b) Not applicable. 

 

 

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) BBR ALO FUND, LLC  
     
By (Signature and Title) /s/ Barry M. Klayman  
  Barry M. Klayman  
  Principal Executive Officer  
     
Date December 9, 2024  

 

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 date indicated.

 

By (Signature and Title) /s/ Barry M. Klayman  
  Barry M. Klayman,  
  Principal Executive Officer  
     
Date December 9, 2024  
     
By (Signature and Title) /s/Mark Muffler  
  Mark Muffler  
  Principal Accounting Officer  
  (Principal Financial Officer)  
     
Date December 9, 2024