A&Q Masters Fund SC TO-IIssuer tender offer statement

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE TO
(Rule 14d-100)

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

A&Q Masters Fund
(Name of Issuer)

A&Q Masters Fund
(Name of Person(s) Filing Statement)

Shares of Beneficial Interest
(Title of Class of Securities)

N/A
(CUSIP Number of Class of Securities)

Andrew Hollenbeck, Esq.
UBS Hedge Fund Solutions LLC
One North Wacker Drive
Chicago, Illinois 60606
(312) 525-6000
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)

With a copy to:

Gary L. Granik, Esq.
Brad A. Green, Esq.
Proskauer Rose LLP
Eleven Times Square
New York, New York 10036
(212) 969-3000

March 20, 2020
(Date Tender Offer First Published,
Sent or Given to Security Holders)

CALCULATION OF FILING FEE

(a)    Calculated as the aggregate maximum purchase price for shares of beneficial interest.

(b)    Calculated at 0.01298% of the Transaction Valuation.

¨     Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.  

INTRODUCTORY STATEMENT

This Tender Offer Statement on Schedule TO relates to a tender offer by A&Q Masters Fund, a closed-end, non-diversified, management investment company organized as a Delaware statutory trust (the "Fund"), to purchase shares of beneficial interest of the Fund (the "Shares"). Subject to the conditions set forth in the Offer to Purchase and related Letter of Transmittal (attached as Exhibit (a)(1)(ii) and Exhibit (a)(1)(iii), respectively), the Fund will purchase up to $29,000,000 of Shares that are tendered and not withdrawn prior to the end of the day on April 16, 2020, at 12:00 midnight, New York time, subject to any extensions of the Offer to Purchase. The information set forth in the Offer to Purchase and the Letter of Transmittal is incorporated herein by reference with respect to Items 1, 2, 4 through 9 and 11 of this Schedule TO.

(a)       The name of the filing person is A&Q Masters Fund. The principal executive office of the Fund and UBS Hedge Fund Solutions LLC (the "Adviser") is located at 600 Washington Boulevard, Stamford, Connecticut 06901 and the telephone number is (203) 719-1428. The Fund's Executive Officers are: William J. Ferri, Principal Executive Officer; Dylan Germishuys, Principal Accounting Officer; and Frank S. Pluchino, Chief Compliance Officer. The Fund's Trustees are: Virginia G. Breen; Meyer Feldberg; George W. Gowen; and Stephen H. Penman. The address of the Fund's Executive Officers and Directors is c/o UBS Hedge Fund Solutions LLC, 600 Washington Boulevard, Stamford, Connecticut 06901.

(a)       (1)       Reference is made to the following financial statements of the Fund, which the Fund has prepared and furnished to shareholders pursuant to Rule 30b1-1 under the Investment

Company Act of 1940, as amended (the "1940 Act"), and filed with the Securities and Exchange Commission (the "SEC") pursuant to Rule 30b2-1 under the 1940 Act, and which are incorporated by reference in their entirety for the purpose of filing this Schedule TO:

Audited financial statements for the fiscal year ended March 31, 2018, previously filed with the SEC on Form N-CSR on June 6, 2018;

Audited financial statements for the fiscal year ended March 31, 2019, previously filed with the SEC on Form N-CSR on June 10, 2019; and

Unaudited financial statements for the six-month period ended September 30, 2019, previously filed with the SEC on Form N-CSR on December 5, 2019.

(2)            The Fund is not required to and does not file quarterly unaudited financial statements under the Securities Exchange Act of 1934, as amended.

(3)            Not applicable.

(4)            Net asset value per Share of $1,056.49 (January 31, 2020).

(b)      The Fund's assets will be reduced by the value of the Shares purchased in the tender offer. Thus, income relative to assets may be affected by the tender offer.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

EXHIBIT INDEX

Exhibit