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
O’Connor Fund of Funds: Long/Short Credit Strategies LLC
(Exact name of registrant as specified in charter)
299 Park Avenue, 29th Floor
New York, NY 10171
(Address of principal executive offices) (Zip code)
James M. Hnilo, Esq.
UBS Alternative and Quantitative Investments LLC
One North Wacker Drive, 32nd Floor
Chicago, Illinois 60606
(Name and address of agent for service)
Registrant’s telephone number, including area code: (312) 525-6000
Date of fiscal year end: December 31
Date of reporting period: June 30, 2013
Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.
Item 1. Reports to Stockholders.
The Report to Shareholders is attached herewith.
O’CONNOR FUND OF FUNDS: LONG/SHORT CREDIT STRATEGIES LLC
Financial Statements
(Unaudited)
Semi-Annual Report
Period from January 1, 2013 to June 30, 2013
O’CONNOR FUND OF FUNDS: LONG/SHORT CREDIT STRATEGIES LLC
Financial Statements
(Unaudited)
Semi-Annual Report
Period from January 1, 2013 to June 30, 2013
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O’Connor Fund of Funds: Long/Short Credit Strategies LLC
Statement of Assets, Liabilities and Members’ Capital
(Unaudited)
June 30, 2013
ASSETS | ||||
Investments in Investment Funds, at fair value (cost $136,736,608) | $ | 174,321,165 | ||
Cash | 8,299,673 | |||
Receivable from Investment Funds | 2,444,997 | |||
Due from affiliate | 162 | |||
Other assets | 56,741 | |||
Total Assets | 185,122,738 | |||
LIABILITIES | ||||
Investment Management Fee payable | 222,215 | |||
Professional fees payable | 190,335 | |||
Due to broker | 49,769 | |||
Management Fee payable | 45,975 | |||
Administration fee payable | 38,024 | |||
Custody fee payable | 2,160 | |||
Other liabilities | 109,390 | |||
Total Liabilities | 657,868 | |||
Members’ Capital | $ | 184,464,870 | ||
MEMBERS’ CAPITAL | ||||
Represented by: | ||||
Net capital contributions | $ | 146,880,313 | ||
Accumulated net unrealized appreciation/(depreciation) on investments in Investment Funds | 37,584,557 | |||
Members’ Capital | $ | 184,464,870 | ||
The accompanying notes are an integral part of these financial statements.
1
O’Connor Fund of Funds: Long/Short Credit Strategies LLC
(Unaudited)
Period from January 1, 2013 to June 30, 2013
INVESTMENT INCOME | ||||
Interest | $ | 10 | ||
Other income | 5,971 | |||
Total Investment Income | 5,981 | |||
EXPENSES | ||||
Investment Management Fee | 1,310,292 | |||
Professional fees | 271,287 | |||
Management Fee | 271,095 | |||
Administration fee | 116,835 | |||
Loan commitment fees | 54,125 | |||
Directors’ fees | 34,500 | |||
Custody fee | 4,910 | |||
Loan interest | 1,392 | |||
Printing, insurance and other expenses | 104,588 | |||
Total Expenses | 2,169,024 | |||
Net Investment Loss | (2,163,043 | ) | ||
NET REALIZED AND UNREALIZED GAIN/(LOSS) FROM INVESTMENTS | ||||
Net realized gain (loss) from: | ||||
Investments in Investment Funds | 5,391,839 | |||
Foreign currency contracts and transactions | 56,609 | |||
Net change in unrealized appreciation/depreciation on investments in Investment Funds and foreign currency contracts and translations | 3,853,233 | |||
Net Realized and Unrealized Gain/(Loss) from Investments | 9,301,681 | |||
Net Increase in Members’ Capital Derived from Operations | $ | 7,138,638 | ||
The accompanying notes are an integral part of these financial statements.
2
O’Connor Fund of Funds: Long/Short Credit Strategies LLC
Statements of Changes in Members’ Capital
Year Ended December 31, 2012 and Period from January 1, 2013 to June 30, 2013 (Unaudited)
| Adviser | Members | Total | ||||||||||
Members’ Capital at January 1, 2012 | $ | 49,725 | $ | 255,004,786 | $ | 255,054,511 | ||||||
INCREASE (DECREASE) FROM OPERATIONS | ||||||||||||
Pro rata allocation: | ||||||||||||
Net investment loss | (423 | ) | (6,023,028 | ) | (6,023,451 | ) | ||||||
Net realized gain/(loss) from investments in Investment Funds, other securities and foreign currency contracts and transactions | 4,407 | 30,859,297 | 30,863,704 | |||||||||
Net change in unrealized appreciation/depreciation on investments in Investment Funds, investments in other securities and foreign currency contracts and translations | 766 | (4,454,946 | ) | (4,454,180 | ) | |||||||
Net Increase in Members’ Capital | 4,750 | 20,381,323 | 20,386,073 | |||||||||
MEMBERS’ CAPITAL TRANSACTIONS | ||||||||||||
Members’ subscriptions | – | 1,027,035 | 1,027,035 | |||||||||
Members’ withdrawals | – | (99,291,387 | ) | (99,291,387 | ) | |||||||
Net Decrease in Members’ Capital | – | (98,264,352 | ) | (98,264,352 | ) | |||||||
Members’ Capital at December 31, 2012 | $ | 54,475 | $ | 177,121,757 | $ | 177,176,232 | ||||||
INCREASE (DECREASE) FROM OPERATIONS | ||||||||||||
Pro rata allocation: | ||||||||||||
Net investment loss | (179 | ) | (2,162,864 | ) | (2,163,043 | ) | ||||||
Net realized gain/(loss) from investments in Investment Funds and foreign currency contracts and transactions | 1,682 | 5,446,766 | 5,448,448 | |||||||||
Net change in unrealized appreciation/depreciation on investments in Investment Funds and foreign currency contracts and translations | 1,200 | 3,852,033 | 3,853,233 | |||||||||
Net Increase in Members’ Capital | 2,703 | 7,135,935 | 7,138,638 | |||||||||
MEMBERS’ CAPITAL TRANSACTIONS | ||||||||||||
Members’ subscriptions | – | 150,000 | 150,000 | |||||||||
Net Increase in Members’ Capital | – | 150,000 | 150,000 | |||||||||
Members’ Capital at June 30, 2013 | $ | 57,178 | $ | 184,407,692 | $ | 184,464,870 | ||||||
The accompanying notes are an integral part of these financial statements.
3
O’Connor Fund of Funds: Long/Short Credit Strategies LLC
(Unaudited)
Period from January 1, 2013 to June 30, 2013
CASH FLOWS FROM OPERATING ACTIVITIES | ||||
Net increase in members’ capital derived from operations | $ | 7,138,638 | ||
Adjustments to reconcile net increase in members’ capital derived from operations to net cash provided by operating activities: | ||||
Purchases of investments in Investment Funds | (24,000,000 | ) | ||
Proceeds from disposition of investments in Investment Funds | 14,014,083 | |||
Net realized (gain)/loss from investments in Investment Funds | (5,391,839 | ) | ||
Net change in unrealized appreciation/depreciation on investments in Investment Funds and foreign currency contracts and translations | (3,853,233 | ) | ||
Changes in assets and liabilities: | ||||
(Increase) decrease in assets: | ||||
Due from affiliate | (162 | ) | ||
Receivable from Investment Funds | 92,159,462 | |||
Other assets | (39,237 | ) | ||
Increase (decrease) in liabilities: | ||||
Administration fee payable | (16,545 | ) | ||
Custody fee payable | (240 | ) | ||
Due to broker | 49,769 | |||
Investment Management Fee payable | (120,742 | ) | ||
Management Fee payable | (25,002 | ) | ||
Professional fees payable | (160,874 | ) | ||
Other liabilities | (28,134 | ) | ||
Net cash provided by operating activities | 79,725,944 | |||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Proceeds from Members’ subscriptions, including change in subscriptions received in advance | 100,000 | |||
Payments on Members’ withdrawals, including change in withdrawals payable | (99,291,387 | ) | ||
Proceeds from loan | 10,000,000 | |||
Principal payment on loan | (10,000,000 | ) | ||
Net cash used in financing activities | (99,191,387 | ) | ||
Net decrease in cash | (19,465,443 | ) | ||
Cash-beginning of period | 27,765,116 | |||
Cash-end of period | $ | 8,299,673 | ||
Supplemental disclosure of cash flow information: | ||||
Interest paid | $ | 1,392 | ||
The accompanying notes are an integral part of these financial statements.
4
O’Connor Fund of Funds: Long/Short Credit Strategies LLC
June 30, 2013
The following represents the ratios to average members’ capital and other supplemental information for all Members, excluding the Adviser, for the periods indicated. An individual Member’s ratios and returns may vary from the below based on the timing of capital transactions.
| Period from | ||||||||||||||||||||||||||||||
| January 1, | ||||||||||||||||||||||||||||||
| 2013 to June | ||||||||||||||||||||||||||||||
| 30, 2013 | Years Ended December 31, | |||||||||||||||||||||||||||||
| (Unaudited) | 2012 | 2011 | 2010 | 2009 | 2008 | |||||||||||||||||||||||||
| Ratio of net investment loss to average members’ capital a, b | (2.39%) c | (2.25%) | (2.12%) | (2.03%) | (2.01%) | (1.92%) | ||||||||||||||||||||||||
| Ratio of gross expenses to average members’ capital a, b | 2.40% c | 2.25% | 2.13% | 2.04% | 2.03% | 2.07% | ||||||||||||||||||||||||
| Ratio of net expenses to average members’ capital a, b | 2.40% c | 2.25% | 2.11% | 2.04% | 2.03% | 2.07% | ||||||||||||||||||||||||
| Portfolio turnover rate | 8.48% | 37.29% | 17.95% | 16.23% | 23.27% | 33.56% | ||||||||||||||||||||||||
| Total return d | 4.03% | 7.98% | (4.05%) | 8.67% | 17.16% | (28.77%) | ||||||||||||||||||||||||
| Members’ capital at end of period (including the Adviser) | $ | 184,464,870 | $ | 177,176,232 | $ | 255,054,511 | $ | 367,837,793 | $ | 411,841,456 | $ | 418,876,644 | ||||||||||||||||||
| a | The average members’ capital used in the above ratios is calculated using pre-tender members’ capital, excluding the Adviser. |
| b | Ratios of net investment loss and gross/net expenses to average members’ capital do not include the impact of expenses and incentive allocations or incentive fees incurred by the underlying Investment Funds. |
| c | Annualized |
| d | The total return is based on the change in value during the period of a theoretical investment made at the beginning of the period. The change in value of a theoretical investment is measured by comparing the aggregate ending value, adjusted for cash flows related to capital contributions or withdrawals during the period. Total return for periods less than a full year are not annualized. |
The accompanying notes are an integral part of these financial statements.
5
O’Connor Fund of Funds: Long/Short Credit Strategies LLC
(Unaudited)
June 30, 2013
| 1. | Organization |
O’Connor Fund of Funds: Long/Short Credit Strategies LLC (the “Fund”) was organized as a limited liability company under the laws of Delaware on April 30, 2002 and commenced operations on August 1, 2002. The Fund is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a closed-end, non-diversified, management investment company. The Fund’s investment objective is to maximize total return over the long-term. The Fund is a multi-manager fund that seeks to achieve its objective by deploying its assets primarily among a select group of portfolio managers who invest in debt and, to a lesser extent, equity securities (“Obligations”), to take advantage of market opportunities and pricing inefficiencies between the perceived value of an Obligation and its fair value. Generally, such portfolio managers conduct their investment programs through unregistered investment funds (collectively, the “Investment Funds”), in which the Fund invests as a limited partner, member or shareholder along with other investors. |
The Fund’s Board of Directors (the “Directors”) have overall responsibility to manage and control the business affairs of the Fund, including the exclusive authority to oversee and to establish policies regarding the management, conduct and operation of the Fund’s business. |
The Directors have engaged UBS Alternative and Quantitative Investments LLC (“UBS A&Q”, the “Adviser” and, when providing services under the Administration Agreement, the “Administrator”), a Delaware limited liability company, to provide investment advice regarding the selection of Investment Funds and to be responsible for the day-to-day management of the Fund. The Adviser is a wholly owned subsidiary of UBS AG and is registered as an investment adviser under the Investment Advisers Act of 1940, as amended. |
Initial and additional applications for interests by eligible investors may be accepted at such times as the Directors may determine and are generally accepted monthly. The Directors reserve the right to reject any application for interests in the Fund. |
The Fund from time to time may offer to repurchase interests pursuant to written tenders to members (the “Members”). These repurchases will be made at such times and on such terms as may be determined by the Directors, in their complete and exclusive discretion. The Adviser expects that it will recommend to the Directors that the Fund offer to repurchase interests once each year, at year-end. Members can only transfer or assign their membership interests or a portion thereof (i) by operation of law pursuant to the death, bankruptcy, insolvency or dissolution of a Member, or (ii) with the written approval of the Directors, which may be withheld in their sole and absolute discretion. Such transfers may be made even if the balance of the capital account to such transferee is equal to or less than the transferor’s initial capital contribution. |
6
O’Connor Fund of Funds: Long/Short Credit Strategies LLC
Notes to Financial Statements (continued)
(Unaudited)
June 30, 2013
| 2. | Significant Accounting Policies |
| a. | Portfolio Valuation |
The Fund values its investments at fair value, in accordance with U.S. generally accepted accounting principles (“GAAP”), which is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. |
The Fund uses net asset value (“NAV”) as its measure of fair value of an investment in an investee when (i) the Fund’s investment does not have a readily determinable fair value and (ii) the NAV of the investment fund is calculated in a manner consistent with the measurement principles of investment company accounting, including measurement of the underlying investments at fair value. In evaluating the level at which the fair value measurement of the Fund’s investments have been classified, the Fund has assessed factors including, but not limited to, price transparency, the ability to redeem at NAV at the measurement date and the existence or absence of certain restrictions at the measurement date. The three levels of the fair value hierarchy are as follow: |
| Level 1— | quoted prices in active markets for identical investments | |
| Level 2— | fair value of investments in Investment Funds with the ability to redeem within one quarter from the measurement date | |
| Level 3— | fair value of investments in Investment Funds that do not have the ability to redeem within one quarter from the measurement date |
The Fund recognizes transfers into and out of the levels indicated above and transfers between an Investment Fund’s liquid holdings and side pocket holdings at the end of the reporting period. All transfers into and out of Level 3 can be found in the Level 3 reconciliation table within the Schedule of Portfolio Investments. |
GAAP provides guidance in determining whether there has been a significant decrease in the volume and level of activity for an asset or liability when compared with normal market activity for such asset or liability (or similar assets or liabilities). GAAP also provides guidance on identifying circumstances that indicate a transaction with regards to such an asset or liability is not orderly. In its consideration, the Fund must consider inputs and valuation techniques used for each class of assets and liabilities. Judgment is used to determine the appropriate classes of assets and liabilities for which disclosures about fair value measurements are provided. Fair value measurement disclosures for each class of assets and liabilities requires greater disaggregation than the Fund’s line items in the Statement of Assets, Liabilities and Members’ Capital. The Fund determines the appropriate classes for those disclosures on the basis of the nature and risks of the assets and liabilities and their classification in the fair value hierarchy (i.e., Levels 1, 2, and 3). |
7
O’Connor Fund of Funds: Long/Short Credit Strategies LLC
Notes to Financial Statements (continued)
(Unaudited)
June 30, 2013
| 2. | Significant Accounting Policies (continued) |
| a. | Portfolio Valuation (continued) |
For assets and liabilities measured at fair value on a recurring basis during the period, the Fund provides quantitative disclosures about the fair value measurements separately for each class of assets and liabilities, as well as a reconciliation of beginning and ending balances of Level 3 assets and liabilities broken down by class. |
The following is a summary of the investment strategies and any restrictions on the liquidity provisions of the investments in Investment Funds held in the Fund as of June 30, 2013. Investment Funds with no current redemption restrictions may be subject to future gates, lock-up provisions or other restrictions, in accordance with their offering documents. The Fund had no unfunded capital commitments as of June 30, 2013. The Fund used the following categories to classify its Investment Funds. |
The Investment Funds in the credit strategy utilize credit analysis to evaluate potential investments and use debt or debt-linked instruments to execute their investment theses. Their approach can be either fundamental, quantitative, or a combination of both. Investment Funds within this strategy are generally subject to 60 - 180 day redemption notice periods. An Investment Fund representing 0.1 percent of the fair value of the investments in this strategy is a side pocket where the liquidation of assets is uncertain. The remaining 99.9 percent of the Investment Funds, including 34 percent with investor level gates, are available to be redeemed in accordance with their offering documents, as of the measurement date. |
The other category contains investment approaches that are outside of the mainstream hedge fund strategies (credit, equity hedged, relative value and trading). The category includes other strategies, such as certain private equity and real estate dealings, as well as niche investment approaches including asset-backed lending, insurance-linked securities, direct private lending, factoring, infrastructure investing, viatical/structured settlements, natural resources and weather derivatives. All of the Investment Funds in this strategy are side pockets or liquidating trusts where redemption notice periods are no longer effective and the liquidation of assets is uncertain. |
The Investment Fund in the relative value strategy, a broad category, generally encompasses strategies that are non-fundamental and non-directional, and often quantitatively driven. The Investment Fund in this strategy typically uses arbitrage to exploit mispricings and other opportunities in various asset classes, geographies, and time horizons. The Investment Fund frequently focuses on capturing the spread between two assets, while maintaining neutrality to other factors, such as geography, changes in interest rates, equity market movement, and currencies. The Investment Fund within this strategy is generally subject to a 30 day redemption notice period and is available to be redeemed in accordance with its offering documents, as of the measurement date. |
8
O’Connor Fund of Funds: Long/Short Credit Strategies LLC
Notes to Financial Statements (continued)
(Unaudited)
June 30, 2013
| 2. | Significant Accounting Policies (continued) |
| a. | Portfolio Valuation (continued) |
A detailed depiction of each investment in the portfolio by investment strategy, including any additional liquidity terms and other restrictions, as well as a breakdown of the portfolio into the fair value measurement levels, can be found in the tables within the Schedule of Portfolio Investments. |
Net asset value of the Fund is determined by the Fund’s administrator, under the oversight of the Adviser, as of the close of business at the end of any fiscal period in accordance with the valuation principles set forth below or as may be determined from time to time pursuant to policies established by the Directors. The Fund’s investments in Investment Funds are subject to the terms and conditions of the respective operating agreements and offering memorandums, as appropriate. The Adviser utilizes procedures pursuant to Accounting Standards Codification (“ASC”) 820, Fair Value Measurements (“Topic 820”) in which the Fund values its investments in Investment Funds at fair value. Fair value is generally determined utilizing NAVs supplied by, or on behalf of, the Investment Funds’ investment managers, which are net of management and incentive fees charged by the Investment Funds. NAVs received by, or on behalf of, the Investment Funds’ investment managers are based on the fair value of the Investment Funds’ underlying investments in accordance with the policies established by the Investment Funds. Because of the inherent uncertainty of valuation, the value of the Fund’s investments in the Investment Funds may differ significantly from the value that would have been used had a ready market been available. See Schedule of Portfolio Investments for further information. |
The fair value relating to certain underlying investments of these Investment Funds, for which there is no ready market, has been estimated by the respective Investment Funds’ management and is based upon available information in the absence of readily ascertainable fair values and does not necessarily represent amounts that might ultimately be realized. Due to the inherent uncertainty of valuation, those estimated fair values may differ significantly from the values that would have been used had a ready market for the investments existed. These differences could be material. |
It is unknown, on an aggregate basis, whether the Investment Funds held any investments whereby the Fund’s proportionate share exceeded 5% of the Fund’s members’ capital at June 30, 2013. |
The fair value of the Fund’s assets and liabilities which qualify as financial instruments approximates the carrying amounts presented in the Statement of Assets, Liabilities and Members’ Capital. |
| b. | Investment Transactions and Income Recognition |
The Fund accounts for realized gains and losses from Investment Fund transactions based on the pro-rata ratio of the fair value and cost of the underlying investment at the date of redemption. Interest income and expenses are recorded on the accrual basis. |
9
O’Connor Fund of Funds: Long/Short Credit Strategies LLC
Notes to Financial Statements (continued)
(Unaudited)
June 30, 2013
| 2. | Significant Accounting Policies (continued) |
| 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 net asset value; costs of insurance; registration expenses; interest expense; offering and organization costs; due diligence, including travel and related expenses; expenses of meetings of Directors; all costs with respect to communications to Members; and other types of expenses approved by the Directors. |
| d. | Income Taxes |
The Fund has reclassified $2,163,043 and $5,448,448 from accumulated net investment loss and accumulated net realized gain from investments in Investment Funds and other securities and foreign currency contracts and transactions, respectively, to net capital contributions during the six month period ended June 30, 2013. The reclassification was to reflect, as an adjustment to net contributions, the amount of estimated taxable income or loss that have been allocated to the Fund’s Members as of June 30, 2013 and had no effect on members’ capital. |
The Fund files income tax returns in the U.S. federal jurisdiction and applicable states. Management has analyzed the Fund’s tax positions taken on its federal and state income tax returns for all open tax years, and has concluded that no provision for federal or state income tax is required in the Fund’s financial statements. The Fund’s federal and state income tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state departments of revenue. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations. For the six month period ended June 30, 2013, the Fund did not incur any interest or penalties. |
Each Member is individually required to report on its own tax return its distributive share of the Fund’s taxable income or loss. |
| e. | Cash |
Cash consists of monies held at The Bank of New York Mellon (the “Custodian”). Such cash, at times, may exceed federally insured limits. The Fund has not experienced any losses in such accounts and does not believe it is exposed to any significant credit risk on such accounts. |
10
O’Connor Fund of Funds: Long/Short Credit Strategies LLC
Notes to Financial Statements (continued)
(Unaudited)
June 30, 2013
| 2. | Significant Accounting Policies (continued) |
| f. | Use of Estimates |
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in members’ capital from operations during the reporting period. Actual results could differ from those estimates. Because of the uncertainty of valuation, such estimates may differ significantly from values that would have been used had a ready market existed, and the differences could be material. |
| 3. | Related Party Transactions |
The Adviser provides investment advisory services to the Fund pursuant to an Investment Management Agreement. Pursuant to that agreement, the Fund pays the Adviser a monthly fee (the “Investment Management Fee”) at the annual rate of 1.45% of the Fund’s members’ capital, excluding the capital account attributable to the Adviser. |
The Administrator provides certain administrative services to the Fund, including, among other things, providing office space and other support services. In consideration for such services, the Fund pays the Administrator a monthly fee (the “Management Fee”) at an annual rate of 0.30% of the Fund’s members’ capital, excluding the capital account attributable to the Adviser. The Management Fee and Investment Management Fee will be paid to the Adviser out of the Fund’s assets and debited against the Members’ capital accounts, excluding the capital account attributable to the Adviser. A portion of the Investment Management Fee and the Management Fee is paid by UBS A&Q to its affiliates. |
UBS Financial Services Inc. (“UBS FSI”), a wholly-owned subsidiary of UBS Americas, Inc., acts as a placement agent for the Fund, without special compensation from the Fund, and bears its own costs associated with its activities as placement agent. Placement fees, if any, charged on contributions are debited against the contribution amounts, to arrive at a net subscription amount. The placement fee does not constitute assets of the Fund. |
The net increase or decrease in members’ capital derived from operations (net income or loss) is allocated to the capital accounts of all Members on a pro-rata basis, other than the Investment Management Fee and the Management Fee which is similarly allocated to all Members other than the Adviser or Administrator as described above. |
11
O’Connor Fund of Funds: Long/Short Credit Strategies LLC
Notes to Financial Statements (continued)
(Unaudited)
June 30, 2013
| 3. | Related Party Transactions (continued) |
Each Director of the Fund receives an annual retainer of $8,250 plus a fee for each meeting attended. The Chairman of the Board of Directors and the Chairman of the Audit Committee of the Board of Directors each receive an additional annual retainer in the amount of $20,000. These additional annual retainer amounts are paid for by the Fund on a pro-rata basis with nine other UBS funds where UBS A&Q is the investment adviser. All Directors are reimbursed by the Fund for all reasonable out of pocket expenses. |
Other investment partnerships sponsored by UBS AG or its affiliates may also maintain investment interests in the Investment Funds owned by the Fund. |
| 4. | Administration and Custody Fees |
BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon”) serves as accounting and investor servicing agent to the Fund and in that capacity provides certain administrative, accounting, record keeping, tax and Member related services. BNY Mellon receives a monthly fee primarily based upon (i) the average members’ capital of the Fund subject to a minimum monthly fee, and (ii) the aggregate members’ capital of the Fund and certain other investment funds sponsored or advised by UBS AG, UBS Americas, Inc. or their affiliates. Additionally, the Fund reimburses certain out of pocket expenses incurred by BNY Mellon. |
The Custodian has entered into a service agreement whereby it provides custodial services for the Fund. |
| 5. | Loan Payable |
Effective October 29, 2012, the Fund, along with other UBS sponsored funds, entered into a $160,000,000 committed, secured revolving line of credit with State Street Bank and Trust Company, expiring on October 28, 2013. The Fund is limited to $26,000,000 (the “Borrower Sublimit Amount”) of the secured revolving line of credit with a maximum borrowing limit of 15% of the Fund’s Members’ Capital. The interest rate on the borrowing is the higher of (a) 1.50% above the Overnight LIBOR Rate and (b) 1.50% above the Federal Funds Rate, in each case as in effect from time to time. There is a commitment fee payable by the Fund, calculated at 35 basis points per annum of the Borrower Sublimit Amount not utilized. |
For the six month period ended June 30, 2013, the Fund’s average interest rate paid on borrowings was 1.67% per annum and the average borrowings outstanding was $83,333. The Fund did not have any borrowings outstanding at June 30, 2013. Interest expense for the six month period ended June 30, 2013 was $1,392 of which none was payable at June 30, 2013. |
12
O’Connor Fund of Funds: Long/Short Credit Strategies LLC
Notes to Financial Statements (continued)
(Unaudited)
June 30, 2013
| 6. | Investments |
As of June 30, 2013, the Fund had investments in Investment Funds, none of which were related parties. |
Aggregate purchases and proceeds from sales of investments for the six month period ended June 30, 2013 amounted to $24,000,000 and $14,014,083, respectively. |
The cost of investments for federal income tax purposes is adjusted for items of taxable income allocated to the Fund from the Investment Funds. The allocated taxable income is reported to the Fund by the Investment Funds on Schedule K-1. The tax basis of investments for 2013 will not be finalized by the Fund until after the fiscal year end. |
The agreements related to investments in Investment Funds provide for compensation to the general partners/managers in the form of management fees of 1.00% to 2.00% (per annum) of net assets and incentive fees or allocations ranging from 15.00% to 20.00% 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. |
| 7. | Financial Instruments with Off-Balance Sheet Risk |
In the normal course of business, the Investment Funds in which the Fund invests trade various financial instruments and enter into various investment activities with off-balance sheet risk. These include, but are not limited to, short selling activities, writing option contracts, contracts for differences, 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. |
The Fund may enter into a forward foreign currency exchange contract for the purchase or sale of a specific foreign currency at a fixed price on a future date as a hedge against either specific transactions or portfolio positions. The Fund may also purchase and sell forward contracts to seek to increase total return. All commitments are “marked-to-market” daily at the applicable translation rates and any resulting unrealized gains or losses are recorded in the Fund’s financial statements. The Fund records realized gains or losses at the time a forward contract is offset by entry into a closing transaction or extinguished by delivery of the currency. Risks may arise upon entering into these contracts from the potential inability of counterparties to meet the terms of their contracts and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. |
The Fund entered into a forward foreign currency exchange contract to hedge against a Euro denominated Investment Fund, which expired on June 28, 2013. The net payment due at June 30, 2013 to the counterparty, Morgan Stanley & Co. Incorporated, is $49,769, which is shown as due to broker on the Statement of Assets, Liabilities and Members’ Capital. The Fund enters into these contracts from time to time to mitigate the foreign currency risks associated with these types of investments. |
13
O’Connor Fund of Funds: Long/Short Credit Strategies LLC
Notes to Financial Statements (continued)
(Unaudited)
June 30, 2013
| 7. | Financial Instruments with Off-Balance Sheet Risk (continued) |
The Fund is required to present enhanced information in order to provide users of financial statements with an improved degree of transparency and understanding of how and why an entity uses derivative instruments, how derivative instruments are accounted for, and how derivative instruments affect an entity’s financial position, results of operations and its cash flows. In order to provide such information to financial statement users, the Fund provides qualitative disclosures about an entity’s associated risk exposures, quantitative disclosures about fair value amounts of derivative instruments and the gains and losses from derivative instruments. |
The net realized gain and net change in unrealized loss on forward foreign currency exchange contracts for the six month period ended June 30, 2013 are $56,545 and $(8,898), respectively, and are included in the net realized gain/(loss) from foreign currency contracts and transactions and net change in unrealized appreciation/depreciation on investments in Investment Funds and foreign currency contracts and translations, respectively, on the Statement of Operations. |
| 8. | Indemnification |
In the ordinary course of business, the Fund may enter into contracts or agreements that contain indemnifications or warranties. Future events could occur that lead to the execution of these provisions against the Fund. Based on its history and experience, the Fund believes that the likelihood of such an event is remote. |
14
O’Connor Fund of Funds: Long/Short Credit Strategies LLC
Schedule of Portfolio Investments
(Unaudited)
June 30, 2013
| Dollar Amount of | ||||||||||||||||||||
| % of | First Available | Fair Value for First | ||||||||||||||||||
| Members’ | Initial | Redemption | Redemption | Available | ||||||||||||||||
Investment Fund | Cost | Fair Value | Capital | Acquisition Date | Frequency (a) | Date (b) | Redemption (b) | |||||||||||||
Credit | ||||||||||||||||||||
Aeolus Property Catastrophe Fund II, L.P. | $ | 6,000,000 | $ | 6,020,862 | 3.26 | 6/1/2013 | Semi-annual | |||||||||||||
Axonic Credit Opportunities Fund, L.P. | 14,250,000 | 18,721,647 | 10.15 | 2/1/2012 | Quarterly | |||||||||||||||
BHR Master Fund, Ltd. | 12,000,000 | 13,127,325 | 7.12 | 3/1/2012 | Quarterly | (c) | ||||||||||||||
Brevan Howard Credit Catalysts Fund, L.P. | 10,146,766 | 13,657,167 | 7.40 | 6/1/2010 | Monthly | (d) | ||||||||||||||
Brigade Leveraged Capital Structures Fund, L.P. | 6,450,921 | 8,953,199 | 4.85 | 2/1/2008 | Quarterly | |||||||||||||||
Credit Suisse Securitized Products Fund L.P. | 10,000,000 | 11,218,635 | 6.08 | 10/1/2012 | Quarterly | (e) | ||||||||||||||
GCA Credit Opportunity Fund, L.L.C. | 11,509,745 | 12,641,473 | 6.86 | 2/1/2011 | Quarterly | (c) | ||||||||||||||
Hildene Opportunities Fund, L.P. | 6,000,000 | 9,355,613 | 5.07 | 4/1/2012 | Monthly | |||||||||||||||
Knighthead Domestic Fund, L.P. | 4,992,429 | 10,000,157 | 5.42 | 6/1/2008 | Quarterly | (f) | ||||||||||||||
Monarch Debt Recovery Fund, L.P. | 3,729,753 | 12,762,957 | 6.92 | 10/1/2002 | Anniversary | |||||||||||||||
Redwood Domestic Fund L.P. (Special Investment) | 55,808 | 138,074 | 0.08 | 10/1/2008 | N/A | (g) | ||||||||||||||
Redwood Domestic Fund, L.P. (Basic Capital) | 5,645,704 | 11,850,026 | 6.42 | 10/1/2008 | Every 24 months | |||||||||||||||
Warwick European Distressed & Special Situations Credit Fund LP (Class A) | 2,031,923 | 2,319,034 | 1.26 | 8/1/2010 | Quarterly | (d) | ||||||||||||||
Warwick European Distressed & Special Situations Credit Fund LP (Class B) | 10,410,848 | 11,091,356 | 6.01 | 8/1/2010 | Quarterly | (h) | ||||||||||||||
|
|
|
|
|
| |||||||||||||||
Credit Subtotal | $ | 103,223,897 | $ | 141,857,525 | 76.90% | |||||||||||||||
Other | ||||||||||||||||||||
Camulos Partners, L.P. | 140,187 | 5,417 | 0.00 | 2/1/2006 | N/A | (i) | ||||||||||||||
Canyon Value Realization Fund, L.P., Class A D1-R | 432,918 | 736,769 | 0.40 | 8/1/2002 | N/A | (g) | ||||||||||||||
Claren Road Credit Partners, L.P., L Interest payable | 20,308 | 59,832 | 0.03 | 10/1/2006 | N/A | (g) | ||||||||||||||
Cyrus Opportunities Fund II, L.P. (LEH) | 544,955 | 1,000,629 | 0.54 | 8/1/2002 | N/A | (i) | ||||||||||||||
Cyrus Opportunities Fund II, L.P. (Special Investment) | 456,428 | 381,931 | 0.21 | 8/1/2002 | N/A | (g) | ||||||||||||||
European Special Opportunities Fund II, Ltd., Class B | 3,637,590 | 2,978,524 | 1.62 | 2/1/2008 | N/A | (i) | ||||||||||||||
Harbinger Capital Partners Fund I, L.P., Class L | 101,966 | 367,372 | 0.20 | 8/1/2006 | N/A | (g) | ||||||||||||||
Harbinger Capital Partners Special Situations Fund, L.P. | 3,395,754 | 2,603,001 | 1.41 | 8/1/2006 | N/A | (i) | ||||||||||||||
Harbinger Class PE Holdings (US) Trust | 4,079,633 | 1,428,332 | 0.77 | 8/1/2002 | N/A | (g) | ||||||||||||||
Highland Credit Strategies Fund, Ltd. | 1,085,038 | 4,078,298 | 2.21 | 4/1/2006 | N/A | (i) | ||||||||||||||
Indus Structured Finance Fund, L.P., Class A | 3,755,547 | 1,812,637 | 0.98 | 5/1/2007 | N/A | (i) | ||||||||||||||
Marathon Distressed Subprime Fund, L.P., Class B | 141,326 | 379,314 | 0.21 | 9/1/2007 | N/A | (i) | ||||||||||||||
Marathon Special Opportunity Fund, L.P. | 2,485,172 | 2,665,142 | 1.45 | 10/1/2002 | N/A | (g) | ||||||||||||||
Marathon Structured Finance Fund, L.P. | 1,170,720 | 1,511,874 | 0.82 | 11/1/2004 | N/A | (g) | ||||||||||||||
Marathon Structured Finance Liquidating Fund, L.P. | 182,707 | 301,397 | 0.16 | 11/1/2004 | N/A | (i) | ||||||||||||||
|
|
|
|
|
| |||||||||||||||
Other Subtotal | $ | 21,630,249 | $ | 20,310,469 | 11.01% | |||||||||||||||
Relative Value | ||||||||||||||||||||
Providence MBS Fund, L.P. | 11,882,462 | 12,153,171 | 6.59 | 2/1/2012 | Quarterly | (c) | ||||||||||||||
|
|
|
|
|
| |||||||||||||||
Relative Value Subtotal | $ | 11,882,462 | $ | 12,153,171 | 6.59% | |||||||||||||||
|
|
|
|
|
| |||||||||||||||
Total | $ | 136,736,608 | $ | 174,321,165 | 94.50% | |||||||||||||||
|
|
|
|
|
| |||||||||||||||
The preceding notes are an integral part of these financial statements.
15
O’Connor Fund of Funds: Long/Short Credit Strategies LLC
Schedule of Portfolio Investments (continued)
(Unaudited)
June 30, 2013
| (a) | Available frequency of redemptions after the initial lock-up period, if any. Different tranches may have varying liquidity terms. |
| (b) | Investment Funds with no dates or amounts are available to be redeemed as of the measurement date and thereafter on the frequency noted in the Redemption Frequency column. |
| (c) | A portion of these holdings have been designated Level 3 because they are not redeemable within 90 days without paying a fee. |
| (d) | The Investment Fund is subject to an investor level gate of 25%. |
| (e) | The Investment Fund is subject to an investor level gate which allows for the Fund to receive 25% of its investment every quarter for 1 year following the 1 year lock-up period. |
| (f) | The Investment Fund is subject to an investor level gate of 12.5%. |
| (g) | A portion or all of the Fund’s interests in the Investment Fund are held in side pockets which have restricted liquidity. |
| (h) | The Investment Fund is subject to an investor level gate of 20%. |
| (i) | The Investment Fund is in liquidation. In addition to any redemption proceeds that may have already been received, the Fund will continue to receive proceeds periodically as the Investment Fund liquidates its underlying investments. |
Complete information about the Investment Funds’ underlying investments is not readily available.
The Fund’s valuation procedures require evaluation of all relevant factors available at the time the Fund values its portfolio. These relevant factors include the individual Investment Funds’ compliance with fair value measurements, price transparency and valuation procedures in place, and subscription and redemption activity.
The Fund’s investments are categorized in three levels as disclosed below. Level 1 discloses the amount of investments where the values of those investments are based upon quoted prices in active markets for identical investments. Level 2 discloses the amount of investments where the Fund has the ability to redeem within one quarter from the June 30, 2013 measurement date, subject to further lockups and liquidity provisions. Level 3 discloses the amount of investments where the Fund does not have the ability to redeem within one quarter from the June 30, 2013 measurement date. The Fund does not bifurcate an investment between Level 2 and Level 3 when there is an investor level gate; therefore if a portion of the investment is determined to be Level 3, the entire holding is classified as a Level 3 investment. Included in Level 3 as of June 30, 2013 is $7,462,341 which relates to the value of a portion of several investments that can be partially redeemed within one quarter of the measurement date. Further liquidity information is contained in the Schedule of Portfolio Investments. There were no transfers between Level 1 and Level 2 during the period ended June 30, 2013.
| ASSETS TABLE | ||||||||||||||||
| Total Fair Value | ||||||||||||||||
| at | Level 1 | Level 2 | Level 3 | |||||||||||||
| Description | June 30, 2013 | |||||||||||||||
Credit | $ | 141,857,525 | $ | — | $ | 56,715,908 | $ | 85,141,617 | ||||||||
Other | 20,310,469 | — | — | 20,310,469 | ||||||||||||
Relative Value | 12,153,171 | — | 3,146,580 | 9,006,591 | ||||||||||||
|
| |||||||||||||||
Total Assets | $ | 174,321,165 | $ | — | $ | 59,862,488 | $ | 114,458,677 | ||||||||
|
| |||||||||||||||
The preceding notes are an integral part of these financial statements.
16
O’Connor Fund of Funds: Long/Short Credit Strategies LLC
Schedule of Portfolio Investments (continued)
(Unaudited)
June 30, 2013
The following is a reconciliation of assets in which significant unobservable inputs (Level 3) were used in determining fair value:
| Change in | ||||||||||||||||||||||||||||||||
| unrealized | ||||||||||||||||||||||||||||||||
| Balance as of | Realized gain/ | appreciation/ | Transfers into | Transfers out of | Balance as of | |||||||||||||||||||||||||||
| Description | December 31, 2012* | (loss) | depreciation | Purchases | Sales | Level 3 | Level 3 | June 30, 2013 | ||||||||||||||||||||||||
Credit | $ | 69,866,558 | $ | 1,685,533 | $ | 2,929,508 | $ | 14,000,000 | $ | (3,339,982 | ) | $ | – | $ | – | $ | 85,141,617 | |||||||||||||||
Other | 24,962,934 | 2,340,569 | (2,434,668 | ) | – | (4,558,366 | ) | – | – | 20,310,469 | ||||||||||||||||||||||
Relative Value | – | – | 6,591 | 9,000,000 | – | – | – | 9,006,591 | ||||||||||||||||||||||||
Total | $ | 94,829,492 | $ | 4,026,102 | $ | 501,431 | $ | 23,000,000 | $ | (7,898,348 | ) | $ | – | $ | – | $ | 114,458,677 | |||||||||||||||
Net change in unrealized appreciation/depreciation on Level 3 assets still held as of June 30, 2013 is $782,115 and is included in net change in unrealized appreciation/depreciation on investments in Investment Funds and foreign currency contracts and translations on the Statement of Operations.
| * | Balance as of December 31, 2012 was adjusted to reflect Level 3 investments where the Fund does not have the ability to redeem a portion of the investment within 90 days without paying a fee. |
The preceding notes are an integral part of these financial statements.
17
ADDITIONAL INFORMATION (UNAUDITED)
PROXY VOTING
A description of the Fund’s Proxy Voting Policies and Procedures and the Fund’s portfolio securities voting record for the most recent 12-month period ended June 30 is available on the Securities and Exchange Commission’s (“SEC”) web site at www.sec.gov. These are found on the site under “Filings - Search for Company Filings” and then “Company or fund name”.
FILING OF QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS (“FORM N-Q”)
The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Form N-Q is available on the SEC’s web site at www.sec.gov (by conducting a “Search for Company Filings”) and may also be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on how to access documents on the SEC website without charge may be obtained by calling (800) SEC-0330.
Item 2. Code of Ethics.
Not applicable.
Item 3. Audit Committee Financial Expert.
Not applicable.
Item 4. Principal Accountant Fees and Services.
Not applicable.
Item 5. Audit Committee of Listed registrants.
Not applicable.
Item 6. Investments.
| (a) | Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1 of this form. |
| (b) | Not applicable. |
| Item 7. | Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. |
Not applicable.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
| (a) | Not applicable. |
| (b) | There has been no change, as of the date of this filing, in any of the portfolio managers identified in response to paragraph (a)(1) of this Item in the registrant’s most recently filed annual report on Form N-CSR. |
| Item 9. | Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers. |
Not applicable.
Item 10. Submission of Matters to a Vote of Security Holders.
There have been no material changes to the procedures by which the shareholders may recommend nominees to the registrant’s board of directors, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR 229.407) (as required by Item 22(b)(15) of Schedule 14A (17 CFR 240.14a-101)), or this Item.
Item 11. Controls and Procedures.
| (a) | The registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”) (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)). |
| (b) | There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the registrant’s second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
Item 12. Exhibits.
| (a)(1) | Not applicable. |
| (a)(2) | Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto. |
| (a)(3) | Not applicable. |
| (b) | Certifications pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) O’Connor Fund of Funds: Long/Short Credit Strategies LLC
By (Signature and Title)* /s/ William Ferri
William Ferri, Principal Executive Officer
Date 9/5/2013
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By (Signature and Title)* /s/ William Ferri
William Ferri, Principal Executive Officer
Date 9/5/2013
By (Signature and Title)* /s/ Nicholas Vagra
Nicholas Vagra, Principal Accounting Officer
Date 9/5/2013
* Print the name and title of each signing officer under his or her signature.