10-Q
Man Ahl Diversified I LP (MADL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|
For the quarterly period ended March 31, 2021
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|
For the transition period from to
Commission File number: 000-53043
Man-AHL Diversified I L.P.
(Exact name of registrant as specified in its charter)
| Delaware | 06-1496634 |
|---|---|
| (State or other jurisdiction of<br><br><br>incorporation or organization) | (IRS Employer<br><br><br>Identification No.) |
| c/o Man Investments (USA) Corp.<br><br><br>452 5^th^ Avenue, 27^th^ Floor<br><br><br>New York, NY | 10018 |
| (Address of principal executive offices) | (Zip Code) |
(212) 649-6600
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br><br><br>Symbol(s) | Name of each exchange<br><br><br>on which registered |
|---|---|---|
| none | none | none |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated Filer | ☐ | Accelerated Filer | ☐ |
|---|---|---|---|
| Non-Accelerated Filer | ☒ | Smaller reporting company | ☐ |
| Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Man-AHL Diversified I L.P.
Financial Statements
| STATEMENTS OF FINANCIAL CONDITION (a) | 2 |
|---|---|
| STATEMENTS OF OPERATIONS (b) | 3 |
| STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL (b) | 4 |
| STATEMENTS OF CASH FLOWS (b) | 5 |
| NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED) | 6 |
| (a) | At March 31, 2021 (unaudited) and December 31, 2020 |
| --- | --- |
| (b) | For the three month periods ended March 31, 2021 and 2020 (unaudited) |
| --- | --- |
1
MAN-AHL DIVERSIFIED I L.P.
(A Delaware Limited Partnership)
STATEMENTS OF FINANCIAL CONDITION
| March 31, 2021 | ||||||
|---|---|---|---|---|---|---|
| (Unaudited) | December 31, 2020 | |||||
| ASSETS | ||||||
| Investment in Man-AHL Diversified Trading Company<br>L.P. | $ | 89,332,655 | $ | 85,406,017 | ||
| Due from Man-AHL Diversified Trading Company L.P. | 2,144,856 | 1,314,633 | ||||
| Total assets | $ | 91,477,511 | $ | 86,720,650 | ||
| LIABILITIES AND PARTNERS’ CAPITAL | ||||||
| LIABILITIES: | ||||||
| Redemptions payable | $ | 2,144,856 | $ | 1,314,633 | ||
| Management fees payable | 223,673 | 212,244 | ||||
| Servicing fees payable | 74,903 | 71,065 | ||||
| Accrued expenses and other liabilities | 356,117 | 305,082 | ||||
| Total liabilities | 2,799,549 | 1,903,024 | ||||
| PARTNERS’ CAPITAL: | ||||||
| General Partner - Class A Series 1 (186.37 units outstanding at March 31, 2021 and<br>December 31, 2020) | 816,638 | 753,098 | ||||
| Limited Partners - Class A Series 1 (12,905.16 and 13,570.15 units outstanding at<br>March 31, 2021 and December 31, 2020, respectively) | 56,546,697 | 54,834,087 | ||||
| Limited Partners - Class A Series 2 (940.19 and 970.09 units outstanding at March 31,<br>2021 and December 31, 2020, respectively) | 4,788,492 | 4,542,124 | ||||
| Limited Partners - Class B Series 1 (6,054.1 and 6,110.04 units outstanding at March 31,<br>2021 and December 31, 2020, respectively) | 26,526,135 | 24,688,317 | ||||
| Total partners’ capital | 88,677,962 | 84,817,626 | ||||
| Total liabilities and partners’ capital | $ | 91,477,511 | $ | 86,720,650 | ||
| NET ASSET VALUE PER OUTSTANDING UNIT OF PARTNERSHIP INTEREST - CLASS A Series 1 | $ | 4,381.71 | * | $ | 4,040.79 | * |
| NET ASSET VALUE PER OUTSTANDING UNIT OF PARTNERSHIP INTEREST - CLASS A Series 2 | $ | 5,093.13 | * | $ | 4,682.16 | * |
| NET ASSET VALUE PER OUTSTANDING UNIT OF PARTNERSHIP INTEREST - CLASS B Series 1 | $ | 4,381.52 | * | $ | 4,040.61 | * |
| * | Difference in net asset value recalculation and net asset value stated is caused by rounding differences.<br> | |||||
| --- | --- |
See accompanying notes and attached financial statements of Man-AHL Diversified Trading Company L.P.
2
MAN-AHL DIVERSIFIED I L.P.
(A Delaware Limited Partnership)
STATEMENTS OF OPERATIONS (UNAUDITED)
| For the three months endedMarch 31, | ||||||
|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||
| NET INVESTMENT INCOME (LOSS) ALLOCATED FROM MAN-AHL<br>DIVERSIFIED TRADING COMPANY L.P.: | ||||||
| Interest income | $ | 16,985 | $ | 331,640 | ||
| Brokerage commissions | (29,783 | ) | (49,717 | ) | ||
| Interest expense | (39,538 | ) | (63,851 | ) | ||
| Administration fees | (14,894 | ) | (17,267 | ) | ||
| Professional fees | (44,007 | ) | (33,135 | ) | ||
| Shareholder expenses | (22,896 | ) | (39,535 | ) | ||
| Other expenses | (11,041 | ) | (8,237 | ) | ||
| Net investment income (loss) allocated from Man-AHL<br>Diversified Trading Company L.P. | (145,174 | ) | 119,898 | |||
| PARTNERSHIP EXPENSES: | ||||||
| Management fees | 646,584 | 686,752 | ||||
| Servicing fees | 216,513 | 229,752 | ||||
| Professional fees | 46,991 | 25,536 | ||||
| Other expenses | 55,645 | 81,949 | ||||
| Total partnership expenses | 965,733 | 1,023,989 | ||||
| Net investment loss | (1,110,907 | ) | (904,091 | ) | ||
| REALIZED AND UNREALIZED GAINS (LOSSES) ON TRADING ACTIVITIES ALLOCATED FROM MAN-AHL DIVERSIFIED TRADING COMPANY L.P.: | ||||||
| Net realized trading gains (losses) on closed contracts/agreements and foreign currency<br>transactions | 15,476,458 | 7,823,568 | ||||
| Net change in unrealized trading gains (losses) on securities | 3,014 | 107,351 | ||||
| Net change in unrealized trading gains (losses) on open contracts/agreeements and translation of<br>foreign currency | (7,243,516 | ) | 962,407 | |||
| Net gains (losses) on trading activities allocated from<br>Man-AHL Diversified Trading Company L.P. | 8,235,956 | 8,893,326 | ||||
| NET INCOME (LOSS) | $ | 7,125,049 | $ | 7,989,235 | ||
| NET INCOME (LOSS) PER UNIT OF PARTNERSHIP INTEREST (based on weighted average units outstanding<br>during the period): | ||||||
| CLASS A Series 1 | $ | 340.36 | $ | 327.51 | ||
| CLASS A Series 2 | $ | 411.12 | $ | 410.05 | ||
| CLASS B Series 1 | $ | 339.74 | $ | 334.42 | ||
| WEIGHTED AVERAGE NUMBER OF UNITS OUTSTANDING DURING THE PERIOD: | ||||||
| CLASS A Series 1 | 13,664.07 | 16,235.39 | ||||
| CLASS A Series 2 | 969.76 | 907.46 | ||||
| CLASS B Series 1 | 6,109.50 | 6,877.16 |
See accompanying notes and attached financial statements of Man-AHL Diversified Trading Company L.P.
3
MAN-AHL DIVERSIFIED I L.P.
(A Delaware Limited Partnership)
STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL
FOR THE THREE MONTHS ENDED MARCH 31, 2021 AND 2020 (UNAUDITED)
| CLASS A Series 1 | CLASS A Series 2 | CLASS B Series 1 | TOTAL | |||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Limited Partners | General Partner | Limited Partners | Limited Partners | |||||||||||||||||||||||||
| Amount | Units | Amount | Units | Amount | Units | Amount | Units | Amount | Units | |||||||||||||||||||
| PARTNERS’ CAPITAL<br>January 1, 2021 | $ | 54,834,087 | 13,570 | $ | 753,098 | 186 | $ | 4,542,124 | 970 | $ | 24,688,317 | 6,110 | $ | 84,817,626 | 20,836 | |||||||||||||
| Subscriptions | — | — | — | — | — | — | 139,000 | 34 | 139,000 | 34 | ||||||||||||||||||
| Redemptions | (2,874,573 | ) | (665 | ) | — | — | (152,315 | ) | (30 | ) | (376,825 | ) | (90 | ) | (3,403,713 | ) | (785 | ) | ||||||||||
| Net income (loss) | 4,587,183 | — | 63,540 | — | 398,683 | — | 2,075,643 | — | 7,125,049 | — | ||||||||||||||||||
| PARTNERS’ CAPITAL<br>March 31, 2021 | $ | 56,546,697 | 12,905 | $ | 816,638 | 186 | $ | 4,788,492 | 940 | $ | 26,526,135 | 6,054 | $ | 88,677,962 | 20,085 | |||||||||||||
| PARTNERS’ CAPITAL<br>January 1, 2020 | $ | 59,297,638 | 15,716 | $ | 703,193 | 186 | $ | 3,814,631 | 884 | $ | 26,313,374 | 6,974 | $ | 90,128,836 | 23,760 | |||||||||||||
| Subscriptions | 2,200,000 | 583 | — | — | 154,001 | 36 | 247,832 | 67 | 2,601,833 | 686 | ||||||||||||||||||
| Redemptions | (2,841,800 | ) | (754 | ) | — | — | — | — | (1,720,782 | ) | (439 | ) | (4,562,582 | ) | (1,193 | ) | ||||||||||||
| Net income (loss) | 5,254,246 | — | 63,024 | — | 372,104 | — | 2,299,861 | — | 7,989,235 | — | ||||||||||||||||||
| PARTNERS’ CAPITAL<br>March 31, 2020 | $ | 63,910,084 | 15,545 | $ | 766,217 | 186 | $ | 4,340,736 | 920 | $ | 27,140,285 | 6,602 | $ | 96,157,322 | 23,253 |
Units and dollars have been rounded to the nearest whole number.
See accompanying notes and attached financial statements of Man-AHL Diversified Trading Company L.P.
4
MAN-AHL DIVERSIFIED I L.P.
(A Delaware Limited Partnership)
STATEMENTS OF CASH FLOWS (UNAUDITED)
| For the three months endedMarch 31, | ||||||
|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||
| Net income (loss) | $ | 7,125,049 | $ | 7,989,235 | ||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||||
| Purchases of investments in Man-AHL Diversified Trading<br>Company L.P. | — | (710,452 | ) | |||
| Sales of investments in Man-AHL Diversified Trading<br>Company L.P. | 3,333,921 | 3,598,729 | ||||
| Net (gain) loss on trading activities and net investment loss allocated from investment in Man-AHL Diversified Trading Company L.P. | (8,090,782 | ) | (9,013,224 | ) | ||
| Changes in assets and liabilities: | ||||||
| Management fees payable | 11,429 | 14,606 | ||||
| Servicing fees payable | 3,838 | 4,906 | ||||
| Accrued expenses and other liabilities | 51,035 | 106,676 | ||||
| Net cash provided by operating activities | 2,434,490 | 1,990,476 | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||
| Proceeds from subscriptions | 139,000 | 2,601,833 | ||||
| Payments on redemptions | (2,573,490 | ) | (4,592,309 | ) | ||
| Net cash used in financing activities | (2,434,490 | ) | (1,990,476 | ) | ||
| NET INCREASE (DECREASE) IN CASH | — | — | ||||
| CASH - Beginning of period | — | — | ||||
| CASH - End of period | $ | — | $ | — |
See accompanying notes and attached financial statements of Man-AHL Diversified Trading Company L.P.
5
MAN-AHL DIVERSIFIED I L.P.
(A Delaware Limited Partnership)
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
The accompanying unaudited financial statements, in the opinion of management, include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of Man-AHL Diversified I L.P.’s (a Delaware Limited Partnership) (the “Partnership”) financial condition at March 31, 2021, and the results of its operations for the three month periods ended March 31, 2021 and 2020. These financial statements present the results of interim periods. These financial statements should be read in conjunction with the audited financial statements and notes included in the Partnership’s annual report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) for the year ended December 31, 2020. The December 31, 2020 information has been derived from the audited financial statements as of December 31, 2020.
1. ORGANIZATION OF THE PARTNERSHIP
Man-AHL Diversified I L.P. (a Delaware Limited Partnership) (the “Partnership”) was organized in September 1997 under the Delaware Revised Uniform Limited Partnership Act, and commenced operations on April 3, 1998, for the purpose of engaging in the speculative trading of futures and forward contracts and related instruments. The Partnership is a “feeder” fund in a “master-feeder” structure, whereby the Partnership invests substantially all of its assets in Man-AHL Diversified Trading Company L.P. (the “Trading Company”). Man Investments (USA) Corp. (the “General Partner”), a Delaware corporation, serves as the Partnership’s General Partner. The General Partner is a subsidiary of Man Group plc, a Jersey public limited company that is listed on the London Stock Exchange. The General Partner oversees the operations and management of the Partnership.
AHL Partners LLP (the “Advisor”), a limited liability partnership established in England and Wales, acts as trading advisor to the Partnership. The Advisor is an affiliate of the General Partner and a subsidiary of Man Group plc. The Advisor is registered with the Commodity Futures Trading Commission (“CFTC”) as a commodity trading adviser and commodity pool operator and is a member of the National Futures Association (“NFA”) in such capacities, in addition to registration with the Financial Conduct Authority in the United Kingdom.
Man Investments Limited, a United Kingdom private limited company that is part of Man Group plc, is the managing member of the Advisor, and Man Investments Holdings Inc., a Delaware corporation that is part of Man Group plc, is the sole shareholder of the General Partner.
The Partnership’s units are distributed through the Partnership or other selling agents, including Man Investments Inc. (“MII”), an affiliate of the Advisor and General Partner. MII is a registered broker-dealer and a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”).
The Partnership filed a registration statement under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which became effective in March 2008. The Partnership’s units are not, however, registered for sale through a public offering, and the General Partner does not intend to cause them to be so registered.
The Partnership offers two classes of units of limited partnership interests; Class A units are generally offered and Class B units are offered to retirement plan investors. Within Class A and Class B, units are issued in two separate series. They are Class A Series 1, Class A Series 2, Class B Series 1 and Class B Series 2. Except as described in Note 2 below in respect of fees, the classes of units are identical.
The Bank of New York Mellon serves as the administrator to the Partnership.
2. SIGNIFICANT ACCOUNTING POLICIES
The Partnership prepares its financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The General Partner has evaluated the structure, objectives and activities of the Partnership and the Trading Company and determined that the Partnership and the Trading Company meet the characteristics of an investment company. As such, these financial statements have applied the guidance as set forth in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 946, Financial Services - Investment Companies. The following is a summary of the significant accounting and reporting policies used in preparing the financial statements.
6
Use of Estimates — The preparation of financial statements in conformity with U.S. GAAP requires the General Partner 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 revenues and expenses during the reporting period. Actual results could differ from those estimates.
Investment in Man-AHLDiversified Trading Company L.P. — The Partnership’s investment in the Trading Company is valued at the fair value of the Partnership’s proportionate interest in the net assets of the Trading Company. The fair value of the Partnership’s investment in the Trading Company approximates the carrying amounts presented in the statements of financial condition. The Partnership records its proportionate share of the Trading Company’s income, expenses, and realized and unrealized gains and losses. Investment transactions are recorded on a trade-date basis. In addition, the Partnership accrues its own expenses. The performance of the Partnership is directly affected by the performance of the Trading Company. Attached are the financial statements of the Trading Company, including the condensed schedules of investments, which are an integral part of these financial statements. Valuation of investments held by the Trading Company is discussed in the Trading Company’s notes to financial statements.
At March 31, 2021 and December 31, 2020, the Partnership owned 4,110.93 and 4,308.6 units, respectively, of the Trading Company. The Partnership’s aggregate ownership percentage of the Trading Company at March 31, 2021 and December 31, 2020 was 68.51% and 69.95%, respectively.
The Partnership is able to redeem its investment from the Trading Company on a monthly basis. As of March 31, 2021 and December 31, 2020, the Partnership could redeem its investment without restriction at the month-end net asset value of the Trading Company.
Due from Man-AHL Diversified Trading Company L.P. — The amounts Due from Man-AHL Diversified Trading Company L.P. represent redemption requests made by the Partnership relating to its investment in the Trading Company. The requests have been received and recorded by the Trading Company but the proceeds have not been received by the Partnership. These amounts are ultimately due to limited partners of the Partnership as redemptions payable.
Expenses — The Advisor earns a monthly management fee in an amount equal to 0.1667% (2% annually) of the Partnership’s month-end Net Asset Value, as defined in the Limited Partnership Agreement (the “Agreement”). In addition, the General Partner earns a monthly general partner fee in an amount equal to 0.0833% (1% annually) of the month-end Net Asset Value of Class A Series 1 and Class B Series 1 units. The general partner fee is included in management fees in the statements of operations.
The Advisor also earns a monthly incentive fee equal to 20% of any Net New Appreciation, as defined in the Agreement, achieved by the Partnership. The incentive fee is retained by the Advisor even if subsequent losses are incurred; however, no subsequent incentive fees will be paid to the Advisor until any such trading losses are recouped by the Partnership. Because the incentive fees are paid on the Net New Appreciation of the Partnership as a whole, it is possible that certain Limited Partners may experience increases in the Net Asset Value of their units while paying no incentive fees on such increases in the Net Asset Value of such units as a result of the timing of the purchase of units. During the three month periods ended March 31, 2021 and 2020, no incentive fees were earned by the Advisor.
The Partnership pays a monthly servicing fee to MII in an amount equal to 0.0833% (1.00% annually) of the month-end Net Asset Value of Class A Series 1 and Class B Series 1 units and to 0.0625% (0.75% annually) of the month-end Net Asset Value of Class A Series 2 and Class B Series 2 units. For all classes of units, MII serves as the placement agent for the Partnership.
Revenue recognition — Income and expense are recognized on an accrual basis in the period in which they are incurred.
Derivative Contracts — The Partnership’s operating activities involve trading, indirectly through its investment in the Trading Company, in derivative contracts that involve varying degrees of market and credit risk. With respect to the Partnership’s investment in the Trading Company, the Partnership has limited liability, and, therefore, its maximum exposure to either market or credit loss is limited to the carrying value of its investment in the Trading Company, as set forth in the statements of financial condition.
7
Net Income (Loss) Per Unit — Net income (loss) per unit of Class A Series 1, Class A Series 2, Class B Series 1, or Class B Series 2 partnership interest is equal to the net income (loss) per class divided by the weighted average number of units outstanding per class. Weighted average number of units outstanding is the average of the units outstanding for each day during the period.
Income Taxes — The Partnership is not subject to federal, state, or local income tax. Such taxes are the liabilities of the individual partners and the amounts thereof will vary depending on the individual situation of each partner. Accordingly, there is no provision for income taxes in the accompanying financial statements. ASC 740, Income Taxes, defines how uncertain tax positions should be recognized, measured, presented, and disclosed in the financial statements and is applied to all open tax years. The Partnership has evaluated tax positions taken or expected to be taken in the course of preparing the Partnership’s tax returns to determine whether the tax positions are more-likely-than-not to be sustained by the applicable tax authority. Based on this analysis of all tax jurisdictions and all open tax years subject to examination, there were no material tax positions not deemed to meet a more-likely-than-not-threshold. Therefore, no tax expense, including interest or penalties, was recorded for the three month periods ended March 31, 2021 and 2020. To the extent that the Partnership records interest and penalties, they would be included in interest expense and other expenses, respectively, on the statements of operations. The following is the major tax jurisdiction for the Trading Company and the earliest tax year subject to examination: United States – 2018.
3. LIMITED PARTNERSHIP AGREEMENT
The General Partner and each limited partner share in the profits and losses of the Partnership in proportion to the amount of capital held by each partner. However, no limited partner is liable for obligations of the Partnership in excess of its capital subscription and net profits or losses, if any.
The Partnership’s units are continuously offered as of the first business day of each month at Net Asset Value, as defined in the Agreement. Limited partners may redeem any or all of their units as of the end of any month at Net Asset Value per unit on 10 days prior written notice to the General Partner. The Partnership will be dissolved on December 31, 2037, or upon the occurrence of certain events, as specified in the Agreement.
The General Partner is required to make and maintain a general partner investment in the Partnership in an aggregate amount equal to the lesser of 1.01% of the net aggregate capital subscriptions of all partners, or $500,000.
Distributions (other than redemptions of units), if any, are made on a pro-rata basis at the sole discretion of the General Partner. No distributions were declared or paid during the three month periods ended March 31, 2021 and 2020.
Under the terms of the Agreement, the Partnership is liable for all costs associated with executing its business strategy. These costs include, but are not limited to, expenses associated with operations of the Partnership, such as management and incentive fees and other operating expenses, such as legal, audit, and tax return preparation fees.
4. FINANCIAL GUARANTEES
The Partnership enters into administrative and other professional service contracts that contain a variety of indemnifications. The Partnership’s maximum exposure under these arrangements is not known; however, the Partnership has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.
8
5. FINANCIAL HIGHLIGHTS
The following represents the ratios to average limited partners’ capital and other information for the three month periods ended March 31, 2021 and 2020:
| For the three months ended March 31, 2021 | For the three months ended March 31, 2020 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Class A | Class A | Class B | Class A | Class A | Class B | |||||||||||||
| Series 1 | Series 2 | Series 1 | Series 1 | Series 2 | Series 1 | |||||||||||||
| Per unit operating performance: | ||||||||||||||||||
| Beginning net asset value | $ | 4,040.79 | $ | 4,682.16 | $ | 4,040.61 | $ | 3,773.02 | $ | 4,317.43 | $ | 3,772.86 | ||||||
| Income (loss) from investment operations: | ||||||||||||||||||
| Net investment income (loss) | (53.98 | ) | (47.23 | ) | (53.92 | ) | (38.23 | ) | (29.62 | ) | (38.33 | ) | ||||||
| Net realized and unrealized gains (losses) on trading activities | 394.90 | 458.20 | 394.83 | 376.39 | 431.34 | 376.47 | ||||||||||||
| Total income (loss) from investment operations | 340.92 | 410.97 | 340.91 | 338.16 | 401.72 | 338.14 | ||||||||||||
| Ending net asset value | $ | 4,381.71 | $ | 5,093.13 | $ | 4,381.52 | $ | 4,111.18 | $ | 4,719.15 | $ | 4,111.00 | ||||||
| Ratios to average partners’<br>capital^1^: | ||||||||||||||||||
| Expenses other than incentive fees | 5.28 | % | 4.00 | % | 5.28 | % | 5.46 | % | 4.14 | % | 5.47 | % | ||||||
| Total expenses | 5.28 | % | 4.00 | % | 5.28 | % | 5.46 | % | 4.14 | % | 5.47 | % | ||||||
| Net investment income (loss) | (5.21 | )% | (3.92 | )% | (5.20 | ) % | (4.01 | )% | (2.71 | )% | (4.02 | )% | ||||||
| Total return^2^: | ||||||||||||||||||
| Total return before incentive fees | 8.44 | % | 8.78 | % | 8.44 | % | 8.96 | % | 9.30 | % | 8.96 | % | ||||||
| Total return after incentive fees | 8.44 | % | 8.78 | % | 8.44 | % | 8.96 | % | 9.30 | % | 8.96 | % | ||||||
| ^1^ | Includes amounts allocated from the Trading Company. Ratios have been annualized. | |||||||||||||||||
| --- | --- | |||||||||||||||||
| ^2^ | Total return is for the period indicated and has not been annualized. | |||||||||||||||||
| --- | --- |
Financial highlights are calculated for limited partners taken as a whole for each series. An individual partner’s returns and ratios may vary from these returns and ratios based on the timing of capital transactions.
6. OTHER CONSIDERATIONS
The General Partner and the Advisor acknowledge the on-going outbreak of COVID-19 which has been causing economic disruption in most countries since the first quarter of 2020 and its potentially adverse economic impact on the issuers of the instruments in which the Partnership invests. This is an additional risk factor which could impact the operations and valuation of the Partnership’s assets after the period-end.
The Advisor is actively monitoring developments closely. Given the nature of the outbreak and the on-going developments, there is a high degree of uncertainty and it is not possible at this time to predict the extent and nature of the overall future impact on the Partnership.
7. SUBSEQUENT EVENTS
For the period subsequent to March 31, 2021, through May 14, 2021, the date the financial statements were issued, the Partnership recorded limited partner subscriptions of $225,980 and limited partner redemptions of $186,101.
The General Partner has evaluated the impact of subsequent events on the Partnership through May 14, 2021, the date financial statements were issued, and noted no subsequent events that require adjustment to or disclosure in these financial statements, except as noted above.
9
Man-AHL Diversified Trading Company L.P.
Financial Statements
| STATEMENTS OF FINANCIAL CONDITION (a) | 2 |
|---|---|
| CONDENSED SCHEDULES OF INVESTMENTS (a) | 3 |
| STATEMENTS OF OPERATIONS (b) | 5 |
| STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL (b) | 6 |
| STATEMENTS OF CASH FLOWS (b) | 7 |
| NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED) | 8 |
| (a) | At March 31, 2021 (unaudited) and December 31, 2020 |
| --- | --- |
| (b) | For the three month periods ended March 31, 2021 and 2020 (unaudited) |
| --- | --- |
1
MAN-AHL DIVERSIFIED TRADING COMPANY L.P.
(A Delaware Limited Partnership)
STATEMENTS OF FINANCIAL CONDITION
| December 31, 2020 | |||
|---|---|---|---|
| ASSETS | |||
| Equity in trading accounts: | |||
| Net unrealized trading gains on open futures contracts | 2,019,898 | $ | 4,838,679 |
| Net unrealized trading gains on open forward contracts | 1,431,585 | 4,301,897 | |
| Net unrealized trading gains on open swap agreements | 549,500 | 3,613,210 | |
| Net premiums paid on credit default swap agreements | 10,655,162 | 4,418,752 | |
| Due from brokers | 22,894,156 | 15,192,032 | |
| Total equity in trading accounts | 37,550,301 | 32,364,570 | |
| Cash and cash equivalents | 4,260,216 | 11,507,859 | |
| Investment in securities, at fair value (cost 94,983,605 and 79,986,217 at March 31, 2021<br>and December 31, 2020, respectively) | 94,993,183 | 79,991,450 | |
| Total assets | 136,803,700 | $ | 123,863,879 |
| LIABILITIES AND PARTNERS’ CAPITAL | |||
| LIABILITIES: | |||
| Net unrealized trading losses on open forward contracts | 1,425,893 | $ | — |
| Net unrealized trading losses on open swap agreements | — | 8,453 | |
| Net premiums received on credit default swap agreements | 1,320,925 | — | |
| Due to brokers | 1,230,012 | 120,565 | |
| Redemptions payable to Man-AHL Diversified I L.P. | 2,144,856 | 1,314,633 | |
| Accrued expenses and other liabilities | 295,651 | 316,018 | |
| Total liabilities | 6,417,337 | 1,759,669 | |
| PARTNERS’ CAPITAL: | |||
| Limited Partners (6,000.15 and 6,159.62 units outstanding at March 31, 2021 and<br>December 31, 2020, respectively) | 130,386,363 | 122,104,210 | |
| Total partners’ capital | 130,386,363 | 122,104,210 | |
| Total liabilities and partners’ capital | 136,803,700 | $ | 123,863,879 |
| NET ASSET VALUE PER OUTSTANDING UNIT OF PARTNERSHIP INTEREST | 21,730.53 | $ | 19,823.33 |
All values are in US Dollars.
See notes to financial statements.
2
MAN-AHL DIVERSIFIED TRADING COMPANY L.P.
(A Delaware Limited Partnership)
CONDENSED SCHEDULES OF INVESTMENTS
| December 31, 2020 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Percent of<br>Partners’<br>Capital | Fair Value | Percent of<br>Partners’<br>Capital | |||||||||
| FUTURES CONTRACTS - Long: | |||||||||||
| Agricultural | (338,179 | ) | (0.3 | ) | $ | 2,018,724 | 1.6 | ||||
| Energy | 465,462 | 0.4 | 606,148 | 0.5 | |||||||
| Indices | 452,955 | 0.3 | 1,104,307 | 0.9 | |||||||
| Interest Rates | (65,850 | ) | (0.0 | ) | 338,024 | 0.3 | |||||
| Metals | 17,180 | 0.0 | 827,030 | 0.7 | |||||||
| Total futures contracts - long | 531,568 | 0.4 | 4,894,233 | 4.0 | |||||||
| FUTURES CONTRACTS - Short: | |||||||||||
| Agricultural | 32,018 | 0.0 | (74,188 | ) | (0.1 | ) | |||||
| Currencies | (37,153 | ) | (0.0 | ) | 38,179 | 0.1 | |||||
| Energy | (23,776 | ) | (0.0 | ) | (16,895 | ) | (0.0 | ) | |||
| Indices | 596,903 | 0.4 | 20,850 | 0.0 | |||||||
| Interest Rates | 900,688 | 0.7 | (23,500 | ) | (0.0 | ) | |||||
| Metals | 19,650 | 0.0 | — | — | |||||||
| Total futures contracts - short | 1,488,330 | 1.1 | (55,554 | ) | 0.0 | ||||||
| NET UNREALIZED TRADING GAINS (LOSSES) ON OPEN FUTURES CONTRACTS | 2,019,898 | 1.5 | $ | 4,838,679 | 4.0 | ||||||
| FORWARD CONTRACTS - Long: | |||||||||||
| Australian dollars | (414,862 | ) | (0.3 | ) | $ | 1,042,637 | 1.0 | ||||
| Brazilian real | (61,012 | ) | (0.0 | ) | 64,704 | 0.1 | |||||
| Mexican peso | 247,027 | 0.2 | 402,856 | 0.3 | |||||||
| Turkish lira | (676,461 | ) | (0.5 | ) | 59,332 | 0.0 | |||||
| New Zealand dollars | (499,021 | ) | (0.4 | ) | 389,111 | 0.3 | |||||
| South African rand | 446,311 | 0.3 | 504,674 | 0.4 | |||||||
| South Korean won | 18,660 | 0.0 | 507,591 | 0.4 | |||||||
| U.K. pound | (197,483 | ) | (0.2 | ) | 644,027 | 0.5 | |||||
| Other | (2,436,886 | ) | (1.8 | ) | 2,006,722 | 1.6 | |||||
| Total long forward contracts vs | (3,573,727 | ) | (2.7 | ) | 5,621,654 | 4.6 | |||||
| FORWARD CONTRACTS - Short: | |||||||||||
| Australian dollars | 595,979 | 0.5 | $ | (207,750 | ) | (0.2 | ) | ||||
| Brazilian real | 67,990 | 0.0 | 10,568 | 0.0 | |||||||
| Mexican peso | (5,572 | ) | (0.0 | ) | (71,285 | ) | (0.1 | ) | |||
| Turkish lira | 196,572 | 0.2 | (47,022 | ) | (0.0 | ) | |||||
| New Zealand dollars | 646,823 | 0.5 | (129,739 | ) | (0.1 | ) | |||||
| South African rand | (288,880 | ) | (0.2 | ) | (27,164 | ) | (0.0 | ) | |||
| South Korean won | (128,920 | ) | (0.1 | ) | (188,367 | ) | (0.2 | ) | |||
| U.K. pound | 32,277 | 0.0 | (490,252 | ) | (0.4 | ) | |||||
| Other | 2,442,616 | 1.8 | (1,244,279 | ) | (1.0 | ) | |||||
| Total short forward contracts vs | 3,558,885 | 2.7 | (2,395,290 | ) | (2.0 | ) | |||||
| Forward contracts - Cross currencies | (154,232 | ) | (0.1 | ) | 416,431 | 0.3 | |||||
| Forward contracts - Metal non | 174,766 | 0.1 | 659,102 | 0.5 | |||||||
| 20,534 | 0.0 | 1,075,533 | 0.8 | ||||||||
| NET UNREALIZED TRADING GAINS (LOSSES) ON OPEN FORWARD CONTRACTS | 5,692 | 0.0 | $ | 4,301,897 | 3.4 |
All values are in US Dollars.
See notes to financial statements.
3
MAN-AHL DIVERSIFIED TRADING COMPANY L.P.
(A Delaware Limited Partnership)
CONDENSED SCHEDULESOF INVESTMENTS (CONTINUED)
| March 31, 2021 (Unaudited) | December 31, 2020 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Percent of | Percent of | ||||||||||||
| Partners’ | Partners’ | ||||||||||||
| Fair Value* | Capital | Fair Value* | Capital | ||||||||||
| SWAP AGREEMENTS - Long: | |||||||||||||
| Credit default swaps - Buy protection centrally cleared (upfront premiums received 1,320,925 and<br>nil, as of March 31, 2021 and December 31, 2020, respectively) | $ | (58,372 | ) | (0.0 | ) | $ | — | 0.0 | |||||
| Interest rate swaps | |||||||||||||
| Brazilian Real (range of expirations: January 4, 2021 - March 19, 2025 , as of<br>December 31, 2020) | — | — | 23,765,654 | 19.5 | |||||||||
| Total swap agreements - long | (58,372 | ) | 0.0 | 23,765,654 | 19.5 | ||||||||
| SWAP AGREEMENTS - Short: | |||||||||||||
| Credit default swaps - Sell protection centrally cleared (upfront premiums paid 10,655,162 and<br>4,418,752, as of March 31, 2021 and December 31, 2020, respectively) | 607,872 | 0.5 | 277,791 | 0.2 | |||||||||
| Interest rate swaps | |||||||||||||
| Brazilian Real (range of expirations: January 4, 2021 - March 19, 2025, as of<br>December 31, 2020) | — | — | (20,438,688 | ) | (16.7 | ) | |||||||
| Total swap agreements - short | 607,872 | 0.5 | (20,160,897 | ) | (16.5 | ) | |||||||
| NET UNREALIZED TRADING GAINS/(LOSSES) ON OPEN SWAP AGREEMENTS | $ | 549,500 | 0.5 | $ | 3,604,757 | 3.0 | |||||||
| NET UNREALIZED TRADING GAINS/(LOSSES) ON OPEN CONTRACTS/AGREEMENTS | $ | 2,575,090 | 2.0 | $ | 12,745,333 | 10.4 | |||||||
| U.S. GOVERNMENT SECURITIES - Long: | |||||||||||||
| United States Treasury Bill 0% 03/18/21 | 35,000,000 | $ | — | — | $ | 34,995,421 | 28.7 | ||||||
| United States Treasury Bill 0% 02/25/21 | 45,000,000 | — | — | 44,996,029 | 36.8 | ||||||||
| United States Treasury Bill 0% 09/09/21 | 45,000,000 | 44,996,239 | 34.5 | — | — | ||||||||
| United States Treasury Bill 0% 08/19/21 | 50,000,000 | 49,996,944 | 38.4 | — | — | ||||||||
| Total U.S. government securities - long | 94,993,183 | 72.9 | 79,991,450 | 65.5 | |||||||||
| TOTAL INVESTMENT IN SECURITIES (COST 94,983,605 and 79,986,217 at March 31, 2021 and<br>December 31, 2020, respectively) | $ | 94,993,183 | 72.9 | $ | 79,991,450 | 65.5 |
All values are in US Dollars.
| * | The Fair Value of Credit default swaps excludes upfront premiums received/paid which are presented separately<br>in the Statement of Financial condition. Refer to Note 2 for further details on the accounting treatment of premiums on Credit default swaps. |
|---|
See notes to financial statements.
4
MAN-AHL DIVERSIFIED TRADING COMPANY L.P.
(A Delaware Limited Partnership)
STATEMENTS OF OPERATIONS (UNAUDITED)
| For the three months endedMarch 31, | ||||||
|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||
| NET INVESTMENT INCOME: | ||||||
| Interest income | $ | 24,472 | $ | 423,812 | ||
| Total investment income | 24,472 | 423,812 | ||||
| EXPENSES | ||||||
| Brokerage commissions | 42,949 | 63,475 | ||||
| Interest expense - brokers | 57,052 | 81,472 | ||||
| Administration fees | 21,468 | 22,055 | ||||
| Professional fees | 63,435 | 42,325 | ||||
| Shareholder expenses | 33,000 | 50,500 | ||||
| Other expenses | 15,910 | 10,523 | ||||
| Total expenses | 233,814 | 270,350 | ||||
| Net investment income (loss) | (209,342 | ) | 153,462 | |||
| NET REALIZED AND UNREALIZED GAINS (LOSSES) ON TRADING ACTIVITIES: | ||||||
| Net realized trading gains (losses) on closed contracts/agreements and foreign currency<br>transactions | 22,312,114 | 10,327,065 | ||||
| Net change in unrealized gains (losses) on translation of foreign currency | (236,260 | ) | (128,659 | ) | ||
| Net change in unrealized trading gains (losses) on investments in securities | 4,345 | 137,250 | ||||
| Net change in unrealized trading gains (losses) on open contracts/agreements | (10,170,243 | ) | 1,367,282 | |||
| Net gain (loss) on trading activities | 11,909,956 | 11,702,938 | ||||
| NET INCOME (LOSS) | $ | 11,700,614 | $ | 11,856,400 | ||
| NET INCOME (LOSS) PER UNIT OF PARTNERSHIP INTEREST | ||||||
| (based on weighted average units outstanding during the period) | $ | 1,895.01 | $ | 1,792.68 | ||
| WEIGHTED AVERAGE NUMBER OF UNITS OUTSTANDING DURING THE PERIOD | 6,174.42 | 6,613.79 |
See notes to financial statements.
5
MAN-AHL DIVERSIFIED TRADINGCOMPANY L.P.
(A Delaware Limited Partnership)
STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2021 AND 2020
| Limited Partners | General Partner | Total | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount | Units | Amount | Units | Amount | Units | |||||||||||
| PARTNERS’ CAPITAL - January 1, 2021 | $ | 122,104,210 | 6,160 | $ | — | — | $ | 122,104,210 | 6,160 | |||||||
| Subscriptions | 906,319 | 46 | — | — | 906,319 | 46 | ||||||||||
| Redemptions | (4,324,780 | ) | (206 | ) | — | — | (4,324,780 | ) | (206 | ) | ||||||
| Net income (loss) | 11,700,614 | — | — | — | 11,700,614 | — | ||||||||||
| PARTNERS’ CAPITAL - March 31, 2021 | $ | 130,386,363 | 6,000 | $ | — | — | $ | 130,386,363 | 6,000 | |||||||
| PARTNERS’ CAPITAL - January 1, 2020 | $ | 114,740,147 | 6,474 | $ | — | — | $ | 114,740,147 | 6,474 | |||||||
| Subscriptions | 4,334,099 | 248 | — | — | 4,334,099 | 248 | ||||||||||
| Redemptions | (5,238,355 | ) | (283 | ) | — | — | (5,238,355 | ) | (283 | ) | ||||||
| Net income (loss) | 11,856,400 | — | — | — | 11,856,400 | — | ||||||||||
| PARTNERS’ CAPITAL - March 31, 2020 | $ | 125,692,291 | 6,439 | $ | — | — | $ | 125,692,291 | 6,439 |
Units and dollars have been rounded to the nearest whole number.
See notes to financial statements.
6
MAN-AHL DIVERSIFIED TRADING COMPANY L.P.
(A Delaware Limited Partnership)
STATEMENTS OF CASH FLOWS (UNAUDITED)
| For the three months endedMarch 31, | ||||||
|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||
| Net income (loss) | $ | 11,700,614 | $ | 11,856,400 | ||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||||
| Purchases of investments in securities | (124,975,061 | ) | — | |||
| Amortization of premium/discount on securities | (16,651 | ) | (312,614 | ) | ||
| Sales of investments in securities | 109,994,324 | — | ||||
| Net change in unrealized trading (gains) losses on investments in securities | (4,345 | ) | (137,250 | ) | ||
| Net change in unrealized trading (gains) losses on open contracts/agreements | 10,170,243 | (1,367,282 | ) | |||
| Changes in assets and liabilities: | ||||||
| Due from brokers | (7,702,124 | ) | 14,872,612 | |||
| Net premiums paid on credit default swap agreements | (6,236,410 | ) | 6,529,278 | |||
| Net premiums received on credit default swap agreements | 1,320,925 | (159,537 | ) | |||
| Due to brokers | 1,109,447 | 2,098,601 | ||||
| Accrued expenses and other liabilities | (20,367 | ) | 105,605 | |||
| Net cash provided by (used in) operating activities | (4,659,405 | ) | 33,485,813 | |||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||
| Proceeds from subscriptions | 906,319 | 4,334,099 | ||||
| Payments on redemptions | (3,494,557 | ) | (3,732,698 | ) | ||
| Net cash used in financing activities | (2,588,238 | ) | 601,401 | |||
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (7,247,643 | ) | 34,087,214 | |||
| CASH AND CASH EQUIVALENTS - Beginning of period | 11,507,859 | 1,460,824 | ||||
| CASH AND CASH EQUIVALENTS - End of period | $ | 4,260,216 | $ | 35,548,038 | ||
| SUPPLEMENTAL DISCLOSURE OF CASH ACTIVITY: | ||||||
| Cash paid for interest during the period | $ | 57,052 | $ | 81,472 |
See notes to financial statements.
7
MAN-AHL DIVERSIFIED TRADING COMPANY L.P.
(A Delaware Limited Partnership)
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
The accompanying unaudited financial statements, in the opinion of management, include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of Man-AHL Diversified Trading Company L.P.’s (a Delaware Limited Partnership) (the “Trading Company”) financial condition at March 31, 2021, and the results of its operations for the three month periods ended March 31, 2021 and 2020. These financial statements present the results of interim periods. These financial statements should be read in conjunction with the audited financial statements and notes included in Man-AHL Diversified I L.P.’s annual report on Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 2020. The December 31, 2020 information has been derived from the audited financial statements as of December 31, 2020.
1.ORGANIZATION OF THE TRADING COMPANY
Man-AHL Diversified Trading Company L.P. (a Delaware Limited Partnership) (the “Trading Company”) was organized in November 1997 under the Delaware Revised Uniform Limited Partnership Act, and commenced operations on April 3, 1998, for the purpose of engaging in the speculative trading of futures and forward contracts and related instruments. Man Investments (USA) Corp. (the “General Partner”), a Delaware corporation, serves as the Trading Company’s general partner. The General Partner is a subsidiary of Man Group plc, a Jersey public limited company that is listed on the London Stock Exchange. The General Partner oversees the operations and management of the Trading Company.
The Trading Company was formed to serve as a trading vehicle for certain limited partnerships sponsored by the General Partner in a “master-feeder” structure. The limited partners, Man-AHL Diversified I L.P. and Man-AHL Diversified II L.P., are limited partnerships whose general partner is the General Partner.
AHL Partners LLP (the “Advisor”), a limited liability partnership established in England and Wales, acts as the trading advisor to the Trading Company. The Advisor is an affiliate of the General Partner and a subsidiary of Man Group plc. The Advisor is registered with the Commodity Futures Trading Commission (“CFTC”) as a commodity trading adviser and commodity pool operator and is a member of the National Futures Association (“NFA”) in such capacities, in addition to registration with the Financial Conduct Authority in the United Kingdom.
Man Investments Limited, a United Kingdom private limited company that is part of Man Group plc, is the managing member of the Advisor, and Man Investments Holdings Inc., a Delaware corporation that is part of Man Group plc, is the sole shareholder of the General Partner.
The Bank of New York Mellon serves as the administrator to the Trading Company.
2. SIGNIFICANT ACCOUNTING POLICIES
The Trading Company prepares its financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The General Partner has evaluated the structure, objectives and activities of the Trading Company and determined that the Trading Company meets the characteristics of an investment company. As such, these financial statements have applied the guidance as set forth in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 946, Financial Services—Investment Companies. The following is a summary of the significant accounting and reporting policies used in preparing the financial statements.
Use of Estimates — The preparation of financial statements in conformity with U.S. GAAP requires the General Partner 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 revenues and expenses during the reporting period. Actual results could differ from those estimates.
Due fromBrokers — Due from brokers may consist of balances due from Citigroup, N.A. (“Citi”), Credit Suisse Securities (USA) (“CS”), J.P. Morgan Chase Bank, N.A. and J.P. Morgan Securities LLC (“JPM”), Royal Bank of Scotland (“RBS”), Deutsche Bank AG, London Branch (“DB”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“ML”), HSBC and Goldman Sachs (“GS”) (the “Brokers”). In general, the brokers pay the Trading Company interest monthly, based on agreed upon rates, on the Trading Company’s average daily balance.
8
Amounts due from brokers include local and foreign currency balances and balances posted as collateral. The amount of collateral held and included in due from brokers on the statements of financial condition is $22,446,256 and $15,192,032 as of March 31, 2021 and December 31, 2020, respectively.
Due to Brokers — Due to brokers may consist of balances owed to its Brokers, as well as balances due to The Bank of New York Melon relating to securities or contracts, the Trading Company has purchased or entered into, but have not yet settled as of March 31, 2021.
Revenuerecognition — Income and expenses are recognized on an accrual basis in the period in which they are incurred.
Realized gains and losses from periodic payments and settlements and unrealized changes in fair values are included in realized and unrealized gains and losses on contracts/agreements, respectively, in the statements of operations. All trading activities are accounted for on a trade-date basis. The cost of securities sold is accounted for on a first in first out basis.
Premiums and discounts on debt securities are amortized using the effective interest method and included within interest income on the statements of operations.
Derivative Contracts — In the normal course of business, the Trading Company enters into derivative contracts (“derivatives”) for trading purposes. Derivatives traded by the Trading Company include futures and forward contracts and swap agreements. The Trading Company records derivatives at fair value. Futures contracts, which are traded on a national exchange, are valued at the close price as of the valuation day, or if no sale occurred on such day, at the close price on the most recent date on which a sale occurred. Forward contracts, which are not traded on a national exchange, are valued at fair value using independent pricing services, which mainly use market observable inputs in their valuations. Swaps are contractual agreements between two parties to exchange streams of payments over time based on specified notional amounts. The Trading Company’s swap agreements consist of interest rate swaps and credit default swaps. Swap agreements are valued at fair value using independent pricing services. Upfront premiums paid or received by the Trading Company upon entering a credit default swap agreement are treated as part of the cost/proceeds of the credit default swap agreement and are reflected as part of net premiums paid or received on the statements of financial condition. Upon termination of a credit default swap transaction, the amount included in the cost is reversed and becomes part of realized gain or loss.
Foreign Currency — All assets and liabilities of the Trading Company denominated in foreign currencies are translated into U.S. dollar amounts at the mean between the bid and ask market rates for such currencies on the date of valuation. Purchases and sales of foreign investments are converted at the prevailing rate of exchange on the respective date of such transactions. The Trading Company does not isolate that portion of realized gains and losses on investments which is due to changes in foreign exchange rates from that which is due to changes in market prices of the investments. Such changes are included with the net realized gains or losses on trading activities.
Cash and Cash Equivalents — Cash and cash equivalents include unrestricted cash, short-term interest-bearing money market accounts and U.S. government securities with original maturities of 90 days or less, held with The Bank of New York Mellon. As of March 31, 2021 and December 31, 2020, the Trading Company maintains cash balances with The Bank of New York Mellon. As of March 31, 2021, the Trading Company held foreign cash balances of $(61) with a cost of $(61), which are included in cash and cash equivalents. As of December 31, 2020, the Trading Company did not hold any foreign cash balances. As of March 31, 2021 and December 31, 2020, the Trading Company did not hold any U.S. Treasury Bills in cash and cash equivalents.
Investments in Securities — Investments in Securities include U.S. government securities with original maturities of more than 90 days, held with The Bank of New York Mellon. As of March 31, 2021, the Trading Company holds $94,993,183 of U.S. Treasury Bills in securities. These U.S. Treasury Bills, with maturity dates ranging from August 19, 2021 to September 9, 2021, have a total face value of $95,000,000. As of December 31, 2020, the Trading Company holds $79,991,450 of U.S. Treasury Bills in securities. These U.S. Treasury Bills, with maturity dates ranging from February 25, 2021 to March 18, 2021, have a total face value of $80,000,000. As of March 31, 2021 and December 31, 2020, all U.S. Treasury Bills are classified as Level 2 investments in the fair value hierarchy.
Income Taxes — The Trading Company is treated as a partnership for tax purposes and therefore is not subject to federal, state, or local income tax. Such taxes are the liabilities of the individual partners and the amounts thereof will vary depending on the individual situation of each partner. Accordingly, there is no provision for income taxes in the
9
accompanying financial statements. ASC 740, Income Taxes, defines how uncertain tax positions should be recognized, measured, presented, and disclosed in the financial statements and is applied to all open tax years. The Trading Company has evaluated tax positions taken or expected to be taken in the course of preparing the Trading Company’s tax returns to determine whether the tax positions are more likely than not to be sustained by the applicable tax authority. Based on this analysis of all tax jurisdictions and all open tax years subject to examination, there were no material tax positions not deemed to meet a more-likely-than-not-threshold. Therefore, no tax expense, including interest or penalties, was recorded for the three month periods ended March 31, 2021 and 2020. To the extent that the Trading Company records interest and penalties, they would be included in interest expense and other expenses, respectively, on the statements of operations. The following is the major tax jurisdiction for the Trading Company and the earliest tax year subject to examination: United States – 2018.
Net Income (Loss) Per Unit — Net income (loss) per unit of partnership interest is equal to the net income (loss) divided by the weighted average number of units outstanding. Weighted average number of units outstanding is the average of the units outstanding for each day during the period.
3. LIMITED PARTNERSHIP AGREEMENT
The General Partner and limited partners share in the profits and losses of the Trading Company in proportion to the amount of capital held by each partner. However, no limited partner is liable for obligations of the Trading Company in excess of its capital contribution and net profits or losses, if any. The General Partner owned no direct interest in the Trading Company during the periods ended March 31, 2021 and December 31, 2020.
Distributions (other than redemption of units), if any, are made on a pro-rata basis at the sole discretion of the General Partner. No distributions were declared or paid during the three month periods ended March 31, 2021 and 2020.
Partner contributions occur as of the first day of any month at the opening net asset value. Limited partners may redeem any or all of their units as of the end of any month at the net asset value per unit with 10 days prior written notice to the General Partner. The General Partner may suspend redemptions of units of the Trading Company if the Trading Company’s ability to withdraw capital from any investment is restricted. The Trading Company will be dissolved on December 31, 2037, or upon the occurrence of certain events, as specified in the Trading Company’s limited partnership agreement.
4. FAIR VALUE MEASUREMENTS
The Trading Company defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between willing market participants at the measurement date under current market conditions. The fair value of the Trading Company’s assets and liabilities which qualify as financial instruments approximates the carrying amounts presented on the statements of financial condition.
The inputs used to determine the fair value of the Trading Company’s investments are summarized in the three broad levels listed below:
| • | Level 1 — quoted prices in active markets for identical assets or liabilities |
|---|---|
| • | Level 2 — investments with significant market observable inputs |
| --- | --- |
| • | Level 3 — investments with significant unobservable inputs, which may include the Trading<br>Company’s own assumptions in determining the fair value of investments |
| --- | --- |
Futures contracts are valued based on end of day quoted prices from the exchange and are categorized as Level 1 investments in the fair value hierarchy. Treasury bills, forward contracts and swap agreements are valued at fair value using independent pricing services, which use market observable inputs in their valuations, and are categorized as Level 2 investments in the fair value hierarchy. As of March 31, 2021 and December 31, 2020, the Trading Company did not have any positions categorized as Level 3 investments in the fair value hierarchy. The following is a summary categorization as of March 31, 2021 and December 31, 2020, of the Trading Company’s investments based on the level of inputs utilized in determining the value of such investments:
10
| Fair Value Measurements | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Investments | As of<br>March 31, 2021 | Level 1 | Level 2 | Level 3 | |||||||
| Assets | |||||||||||
| Treasury bills | $ | 94,993,183 | $ | — | $ | 94,993,183 | $ | — | |||
| Futures contracts | 3,936,176 | 3,936,176 | — | — | |||||||
| Forward contracts | 7,812,622 | — | 7,812,622 | — | |||||||
| Swap agreements* | 607,976 | — | 607,976 | — | |||||||
| Total Assets | 107,349,957 | 3,936,176 | 103,413,781 | — | |||||||
| Liabilities | |||||||||||
| Futures contracts | (1,916,278 | ) | (1,916,278 | ) | — | — | |||||
| Forward contracts | (7,806,930 | ) | — | (7,806,930 | ) | — | |||||
| Swap agreements* | (58,476 | ) | — | (58,476 | ) | — | |||||
| Total Liabilities | (9,781,684 | ) | (1,916,278 | ) | (7,865,406 | ) | — | ||||
| Net Fair Value | $ | 97,568,273 | $ | 2,019,898 | $ | 95,548,375 | $ | — | |||
| Fair Value Measurements | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Investments | As of<br>December 31, 2020 | Level 1 | Level 2 | Level 3 | |||||||
| Assets | |||||||||||
| Treasury bills | $ | 79,991,450 | $ | — | $ | 79,991,450 | $ | — | |||
| Futures contracts | 5,360,776 | 5,360,776 | — | — | |||||||
| Forward contracts | 10,075,685 | — | 10,075,685 | — | |||||||
| Swap agreements* | 24,052,471 | — | 24,052,471 | — | |||||||
| Total Assets | 119,480,382 | 5,360,776 | 114,119,606 | — | |||||||
| Liabilities | |||||||||||
| Futures contracts | (522,097 | ) | (522,097 | ) | — | — | |||||
| Forward contracts | (5,773,788 | ) | — | (5,773,788 | ) | — | |||||
| Swap agreements* | (20,447,714 | ) | — | (20,447,714 | ) | — | |||||
| Total Liabilities | (26,743,599 | ) | (522,097 | ) | (26,221,502 | ) | — | ||||
| Net Fair Value | $ | 92,736,783 | $ | 4,838,679 | $ | 87,898,104 | $ | — | |||
| * | The Fair Value of Credit default swaps excludes upfront premiums received/paid which are presented separately<br>in the Statement of Financial Condition. Refer to Note 2 for further details on the accounting treatment of premiums on Credit default swaps. | ||||||||||
| --- | --- |
The Trading Company discloses the amounts of transfers and reasons for those transfers between levels of the fair value hierarchy, based on the levels assigned under the hierarchy at the reporting period end. There were no transfers between levels as of March 31, 2021 or 2020 based on the levels assigned at December 31, 2020 or 2019.
5. DERIVATIVE FINANCIAL INSTRUMENTS AND CONCENTRATIONS OF CREDIT RISK
The Trading Company seeks to achieve its investment objective by participation in the AHL Diversified Program directed on behalf of the Trading Company by the Advisor. The AHL Diversified Program is a price trend-following trading system, entirely quantitative in nature, and implements trading positions on the basis of statistical analyses of past price histories. The objective of the AHL Diversified Program is to deliver substantial capital growth for commensurate levels of volatility over the medium term, independent of the movement of the stock and bond markets, through the speculative trading, directly and indirectly, of physical commodities, futures contracts, spot and forward contracts, swaps and options on the foregoing, exchanges of futures for physical transactions and other investments on domestic and international exchanges and markets (including the interbank and over-the-counter markets (“OTC”)). The AHL Diversified Program trades globally in several market sectors, including, without limitation, currencies, bonds, energies, stock indices, interest rates, metals and agriculture.
11
All of the strategies and systems of the AHL Diversified Program are designed to target defined volatility levels rather than returns, and the investment process is underpinned by computer-supported analytical instruments and disciplined real-time risk and management information systems. A proprietary risk measurement method similar to the industry standard “value-at-risk” helps ensure that the rule-based decisions that drive the investment process remain within pre-defined risk parameters. Margin-to-equity ratios are monitored daily, and the level of exposure in each market is quantifiable at any time and is adjusted in accordance with market volatility. Market correlation is closely monitored to prevent over-concentration of risk and ensure optimal portfolio weightings. Market liquidity is examined with the objective of ensuring that the Trading Company will be able to initiate and close out trades as indicated by AHL Diversified Program’s systems at market prices, while brokerage selection and trade execution are continually monitored with the objective of ensuring quality market access.
Futures contracts, forward contracts and swap agreements are recorded on the trade date. Upon entering into futures contracts, forward contracts and swap agreements, the Trading Company may be required to deposit cash or collateral with the brokers. Gains or losses are realized when contracts are matured or closed. Unrealized gains or losses on open contracts and agreements (the difference between contract trade price and fair value) are reported in the statements of financial condition.
Interest rate swaps relate to agreements taken out by the Trading Company with major brokers in which the Trading Company either receives or pays a floating rate of interest in return for paying or receiving, respectively, a fixed rate of interest, on the same notional amount for a specified period of time. In the normal course of business, the payment flows are netted against each other, with the difference being paid by one party to the other. Changes in the value of the interest rate swap agreements and amounts received or paid in connection with those changes, are recognized as realized trading gains (losses) on closed contracts/agreements in the statements of operations. The risks related to trading in interest rate swaps include changes in market value and the possible inability of the counterparty to fulfill its obligations under the agreement.
The Trading Company may enter into short sales. In order to facilitate a short sale, the Trading Company borrows the applicable financial instrument from a broker or counterparty and delivers it to a buyer. A short sale by the Trading Company creates an obligation on the part of the Trading Company to thereafter purchase the financial instrument in the market at the prevailing market price and deliver it to the broker or counterparty from which it was borrowed. The Trading Company is exposed to the risk of loss to the extent that the price of a financial instrument sold short by the Trading Company increases from the time the Trading Company borrows the financial instrument to the time the Trading Company purchases it in the market to satisfy the Trading Company’s delivery obligation. Consequently, the ultimate cost to the Trading Company to acquire a financial instrument sold short may exceed the amount recognized in financial statements.
The Trading Company may enter into credit default swap agreements to provide a measure of protection against the default of an issuer (as buyer of protection) and/or gain credit exposure to an issuer to which it is not otherwise exposed (as seller of protection). Credit default swaps are agreements in which one party pays fixed periodic payments to a counterparty in consideration for a guarantee from the counterparty to make a specific payment should a negative credit event take place (e.g. default, bankruptcy, debt restructuring, etc.). The Trading Company may either buy or sell (write) credit default swaps. As a buyer, upon the occurrence of a specified negative credit event, the Trading Company will either receive from the seller an amount equal to the notional amount of the swap and deliver the referenced security or underlying securities comprising an index or receive a net settlement of cash equal to the notional amount of the swap less the agreed upon recovery value of the security or underlying securities comprising an index. As a seller (writer), upon the occurrence of a specified negative credit event, the Trading Company will either pay the buyer an amount equal to the notional amount of the swap and take delivery of the referenced security or underlying securities comprising an index or pay a net settlement of cash equal to the notional amount of the swap less the agreed upon recovery value of the security or underlying securities comprising an index. In the event of default by the counterparty, the Trading Company may recover amounts paid under the agreement either partially or in total by offsetting any payables and/or receivables with collateral held or pledged. The counterparty risk for centrally-cleared credit default swap agreements is generally lower than for credit default swap agreements not centrally-cleared. However, there can be no assurance that the clearing organization, or its members, will satisfy its obligations to the Trading Company.
These periodic payments received or made under swap agreements by the Trading Company are included in net realized trading gains (losses) on closed contracts/agreements in the statements of operations. When the swap is terminated, the Trading Company will record a realized gain (loss) equal to the difference between the proceeds from (or cost of) closing the transaction and the Trading Company’s basis in the contract, if any.
12
Swap transactions involve, to varying degrees, elements of credit and market risk in excess of the amounts recognized on the statements of financial condition. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparty or the clearing organization to the agreements may default on its obligation to perform or disagree as to the meaning of the contractual terms in the agreements, and that there may be unfavorable changes in interest rates and/or market values associated with these transactions.
As of March 31, 2021 and December 31, 2020, the total fair value and notional amounts of credit default swaps on indices where the Trading Company is the seller is presented in the following table by contract terms:
| Fair Value and Notional Amounts by Contract Term | ||||||||
|---|---|---|---|---|---|---|---|---|
| March 31, 2021 | December 31, 2020 | |||||||
| 1-5 years | 1-5 years | |||||||
| Credit spread (in basis points) | Fair Value | Notional Amount | Fair Value | Notional Amount | ||||
| 0-100 | $ | — | $ | — | $ | 28,076 | $ | 80,000,000 |
| 101-250 | — | — | 168,860 | 10,000,000 | ||||
| 251-350 | 169,742 | 15,000,000 | 80,855 | 10,000,000 | ||||
| 351-450 | — | — | — | — | ||||
| 450+ | — | — | — | — | ||||
| Total | $ | 169,742 | $ | 15,000,000 | $ | 277,791 | $ | 100,000,000 |
| March 31, 2021 | December 31, 2020 | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Greater than 5 years | Greater than 5 years | |||||||
| Credit spread (in basis points) | Fair Value | Notional Amount | Fair Value | Notional Amount | ||||
| 0-100 | $ | 232,271 | $ | 200,000,000 | $ | — | $ | — |
| 101-250 | — | — | — | — | ||||
| 251-350 | 205,859 | 40,000,000 | — | — | ||||
| 351-450 | — | — | — | — | ||||
| 450+ | — | — | — | — | ||||
| Total | $ | 438,130 | $ | 240,000,000 | $ | — | $ | — |
The notional amount represents the maximum potential pay out that the Trading Company could be required to make if a credit event were to occur under each agreement. The maximum payout amount may be offset by the subsequent sale, if any, of assets obtained via the execution of a payout event, upfront fees received upon entering into the contracts, or net amounts received from the settlement of offsetting purchased protection in credit default swap contracts entered into by the Trading Company for the same reference entity or entities. As of March 31, 2021 and December 31, 2020, all credit default swap contracts entered into by the Trading Company are on indices. The credit spread of the underlying indices, derived from the fair value at March 31, 2021 of each credit default swap where the Trading Company is a seller, ranged between 52 basis points and 308 basis points. The credit spread of the underlying indices, derived from the fair value at December 31, 2020 of each credit default swap where the Trading Company is a seller, ranged between 48 basis points and 293 basis points. The credit spread is generally indicative of the status of the underlying risk of default by the applicable reference entity or index and is likely to be different than the contractual spread on the credit default swap. Higher credit spreads are indicative of a higher likelihood of non-performance by the underlying reference entity. As of March 31, 2021 the Trading Company posted cash collateral of $2,012,656, and as of December 31, 2020, the Trading Company posted cash collateral of $668,956, with respective counterparties on these agreements in the normal course of business. As of March 31, 2021, open credit default swap agreements on selling protection have maturity dates ranging from December 20, 2025 to June 20, 2026. As of December 31, 2020, all open credit default swap agreements on selling protection have a maturity date of December 20, 2024.
During the three months ended March 31, 2021, the Trading Company traded 19,714 exchange-traded futures contracts and settled 21,101 forward contracts and 451 swap agreements. During the three months ended March 31, 2020, the Trading Company traded 22,338 exchange-traded futures contracts and settled 65,236 forward contracts and 635 swap agreements.
As of March 31, 2021, the gross notional value of open futures contracts is $652,317,267, the gross notional value of open forward contracts is $1,717,237,657 and the gross notional value of open swap contracts is $270,000,000. As of December 31, 2020, the gross notional value of open futures contracts is $929,829,600, the gross notional value of open forward contracts is $1,436,289,478 and the gross notional value of open swap contracts is $96,409,493. The trading activity of open future, forward and swap contracts as of March 31, 2021 and 2020 is indicative of the trading activity throughout the period.
13
The Trading Company trades derivative financial instruments that involve varying degrees of market and credit risk. Market risks may arise from unfavorable changes in interest rates, foreign exchange rates, or the fair values of the instruments underlying the contracts. All contracts are stated at fair value, and changes in those values are reflected in the net change in unrealized trading gains (losses) on open contracts/agreements in the statements of operations. Credit risk arises from the potential inability of counterparties to perform in accordance with the terms of a contract. The credit risk for OTC derivative contracts is limited to the net unrealized gain plus any collateral posted net of unrealized losses or upfront fees posted, if any, for each counterparty for which a netting agreement exists and is included in the statements of financial condition. Upfront fees are listed on the statements of financial condition as net premiums paid/received on credit default swap agreements and are shown net by counterparty for which a netting agreement exists. Counterparty relationships are governed by various contracts. These contracts can be based on industry standard agreements, such as International Swap and Derivatives Association agreements for OTC contracts. These agreements set forth each party’s basic rights, responsibilities, and duties. These agreements also contain information regarding financial terms and conditions, as well as termination and events of default provisions. Certain agreements contain provisions that require the Trading Company to post additional collateral upon the occurrence of specific credit risk related events or upon notice from the counterparty. As the Trading Company’s trading strategies are dependent upon the existence of these agreements, the Trading Company’s counterparties usually have multiple specified events under which they can terminate individual transactions or the entire agreement. These are most commonly related to declines in assets under management and performance below certain thresholds during a specified period. It is not guaranteed that counterparties will move to terminate individual transactions or entire agreements if a “trigger event” were to occur; however, it is their right to do so, and such a move could severely impact the Trading Company’s portfolio. At March 31, 2021 and December 31, 2020, the OTC contracts subject to such trigger events in a net liability position were the foreign currency forward contracts, interest rate swap agreements and credit default swap agreements. The details of the net liability positions by counterparty are disclosed later in this note on the additional disclosures regarding the offsetting of derivative liabilities table. The ultimate amounts that may be required as payment to settle the derivative instruments in connection with the triggering of such credit contingency features as of March 31, 2021 and December 31, 2020, may differ from the net liability amounts recorded as of March 31, 2021 and December 31, 2020, and such differences can be material.
For exchange-traded futures contracts, the clearing organization functions as the central counterparty for each transaction and, therefore, bears the risk of settlement to and from counterparties, which mitigates the credit risk of these instruments.
As of March 31, 2021 and December 31, 2020, all credit default swaps held by the Trading Company are centrally cleared swaps.
14
The following table presents the fair value of the Trading Company’s derivative instruments and net presentation on statements of financial condition:
| March 31, 2021 | |||||||
|---|---|---|---|---|---|---|---|
| Asset Derivatives | Liability Derivatives | ||||||
| Primary Risk Exposure | Statements of Financial Condition | Fair Value | Statements of Financial Condition | Fair Value | |||
| Open forward contracts | Gross unrealized trading gains | Gross unrealized trading losses | |||||
| Currencies | on open forward contracts | $ | 7,300,917 | on open forward contracts | $ | (7,469,991 | ) |
| Metals | 511,705 | (336,939 | ) | ||||
| Total open forward contracts | 7,812,622 | (7,806,930 | ) | ||||
| Open futures contracts | Gross unrealized trading gains | Gross unrealized trading losses | |||||
| Agricultural | on open futures contracts | 464,851 | on open futures contracts | (771,012 | ) | ||
| Currencies | — | (37,153 | ) | ||||
| Energy | 1,040,652 | (598,966 | ) | ||||
| Indices | 1,334,420 | (284,562 | ) | ||||
| Interest rates | 929,035 | (94,197 | ) | ||||
| Metals | 167,218 | (130,388 | ) | ||||
| Total open futures contracts | 3,936,176 | (1,916,278 | ) | ||||
| Open swap agreements | Gross unrealized trading gains | Gross unrealized trading losses | |||||
| Credit | on open swap agreements | 607,976 | on open swap agreements | (58,476 | ) | ||
| Total open swap agreements | 607,976 | (58,476 | ) | ||||
| Total Derivatives | $ | 12,356,774 | $ | (9,781,684 | ) | ||
| December 31, 2020 | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- |
| Asset Derivatives | Liability Derivatives | ||||||
| Primary Risk Exposure | Statements of Financial Condition | Fair Value | Statements of Financial Condition | Fair Value | |||
| Open forward contracts | Gross unrealized trading gains | Gross unrealized trading losses | |||||
| Currencies | on open forward contracts | $ | 9,376,456 | on open forward contracts | $ | (5,733,661 | ) |
| Metals | 699,229 | (40,127 | ) | ||||
| Total open forward contracts | 10,075,685 | (5,773,788 | ) | ||||
| Open futures contracts | Gross unrealized trading gains | Gross unrealized trading losses | |||||
| Agricultural | on open futures contracts | 2,048,224 | on open futures contracts | (103,688 | ) | ||
| Currencies | 38,179 | — | |||||
| Energy | 747,340 | (158,087 | ) | ||||
| Indices | 1,337,586 | (212,429 | ) | ||||
| Interest rates | 362,417 | (47,893 | ) | ||||
| Metals | 827,030 | — | |||||
| Total open futures contracts | 5,360,776 | (522,097 | ) | ||||
| Open swap agreements | Gross unrealized trading gains | Gross unrealized trading losses | |||||
| Credit | on open swap agreements | 286,818 | on open swap agreements | (9,027 | ) | ||
| Interest rates | 23,765,653 | (20,438,687 | ) | ||||
| Total open swap agreements | 24,052,471 | (20,447,714 | ) | ||||
| Total Derivatives | $ | 39,488,932 | $ | (26,743,599 | ) |
15
The following table presents the impact of derivative instruments on the statements of operations:
| For the three months ended March 31, | ||||||
|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||
| Gain (Loss) on | Gain (Loss) on | |||||
| Location of gain or loss recognized in income onderivatives | derivatives | derivatives | ||||
| Forward contracts | ||||||
| Currencies | $ | 2,939,782 | $ | (1,155,875 | ) | |
| Metals | 1,290,193 | 1,301,293 | ||||
| Net realized trading gains (losses) on closed contracts/agreements | $ | 4,229,975 | $ | 145,418 | ||
| Currencies | $ | (3,811,869 | ) | $ | 4,976,161 | |
| Metals | (484,336 | ) | 1,081,309 | |||
| Net change in unrealized trading gains (losses) on open contracts/agreements | $ | (4,296,205 | ) | $ | 6,057,470 | |
| Futures contracts | ||||||
| Agricultural | $ | 3,604,179 | $ | (1,378,622 | ) | |
| Currencies | (67,172 | ) | (161,867 | ) | ||
| Energy | 3,082,217 | 6,242,741 | ||||
| Indices | 6,098,474 | (2,569,510 | ) | |||
| Interest rates | (62,981 | ) | 5,345,888 | |||
| Metals | 1,730,075 | 1,610,536 | ||||
| Net realized trading gains (losses) on closed contracts/agreements | $ | 14,384,792 | $ | 9,089,166 | ||
| Agricultural | $ | (2,250,697 | ) | $ | 664,030 | |
| Currencies | (75,332 | ) | 5,259 | |||
| Energy | (147,567 | ) | 241,340 | |||
| Indices | (75,299 | ) | (1,682,009 | ) | ||
| Interest rates | 520,314 | 1,283,433 | ||||
| Metals | (790,200 | ) | (290,674 | ) | ||
| Net change in unrealized trading gains (losses) on open contracts/agreements | $ | (2,818,781 | ) | $ | 221,379 | |
| Swap agreements | ||||||
| Credit default swaps | $ | 209,695 | $ | (29,519 | ) | |
| Interest rate swaps | 3,326,873 | 1,335,405 | ||||
| Net realized trading gains (losses) on closed contracts/agreements | $ | 3,536,568 | $ | 1,305,886 | ||
| Credit default swaps | $ | 271,709 | $ | (2,634,255 | ) | |
| Interest rate swaps | (3,326,966 | ) | (2,277,312 | ) | ||
| Net change in unrealized trading gains (losses) on open contracts/agreements | $ | (3,055,257 | ) | $ | (4,911,567 | ) |
Amounts in the table above exclude foreign exchange spot contracts.
As described above, the Trading Company may enter into netting agreements with its derivative contract counterparties whereby the Trading Company may, under certain circumstances, offset with the counterparty certain derivative financial instruments’ payables and/or receivables with collateral held and/or posted and create one single net payment. As of March 31, 2021 and December 31, 2020, the Trading Company was subject to netting agreements that allowed for amounts owed between the Trading Company and its counterparty to be netted. The party that has the larger payable pays the excess of the larger amount over the smaller amount to the other party. The netting agreements do not apply to amounts owed to or from different counterparties.
16
The following table provides additional disclosures regarding the offsetting of derivative assets presented in the statements of financial condition:
| Gross Amounts<br>of Recognized<br>Assets | Gross Amount<br>Offset in the<br>Statements of<br>Financial<br>Condition | Net Amounts of<br>Assets presented<br>in the Statements<br>of Financial<br>Condition | Gross Amounts Not Offset in<br>the Statements of Financial<br>Condition | Net Amount | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Financial<br>Instruments | Cash<br>Collateral<br>Received | ||||||||||||
| As of March 31, 2021 | |||||||||||||
| Open futures contracts | |||||||||||||
| Bank of America Merrill Lynch | $ | 1,805,273 | $ | (1,316,925 | ) | $ | 488,348 | $ | — | $ | — | $ | 488,348 |
| Credit Suisse | 1,290,196 | (155,320 | ) | 1,134,876 | — | — | 1,134,876 | ||||||
| JPMorgan Chase | 840,707 | (444,033 | ) | 396,674 | — | — | 396,674 | ||||||
| Total open futures contracts | $ | 3,936,176 | $ | (1,916,278 | ) | $ | 2,019,898 | $ | — | $ | — | $ | 2,019,898 |
| Open forward contracts | |||||||||||||
| Citigroup | $ | 812,953 | $ | (812,953 | ) | $ | — | $ | — | $ | — | $ | — |
| Deutsche Bank | 547,361 | (547,361 | ) | — | — | — | — | ||||||
| HSBC | 2,055,191 | (2,055,191 | ) | — | — | — | — | ||||||
| JPMorgan Chase | 511,705 | (336,939 | ) | 174,766 | — | — | 174,766 | ||||||
| Royal Bank of Scotland | 3,885,412 | (2,628,593 | ) | 1,256,819 | — | — | 1,256,819 | ||||||
| Total open forward contracts | $ | 7,812,622 | $ | (6,381,037 | ) | $ | 1,431,585 | $ | — | $ | — | $ | 1,431,585 |
| Open swap agreements | |||||||||||||
| Credit Suisse | $ | 294,702 | $ | — | $ | 294,702 | $ | — | $ | — | $ | 294,702 | |
| Goldman Sachs | 80,931 | — | 80,931 | — | — | 80,931 | |||||||
| JPMorgan Chase | 232,343 | (58,476 | ) | 173,867 | — | — | 173,867 | ||||||
| Total open swap agreements | $ | 607,976 | $ | (58,476 | ) | $ | 549,500 | $ | — | $ | — | $ | 549,500 |
| As of December 31, 2020 | |||||||||||||
| Open futures contracts | |||||||||||||
| Bank of America Merrill Lynch | $ | 3,515,386 | $ | (216,100 | ) | $ | 3,299,286 | $ | — | $ | — | $ | 3,299,286 |
| Credit Suisse | 771,846 | (121,684 | ) | 650,162 | — | — | 650,162 | ||||||
| JPMorgan Chase | 1,073,544 | (184,313 | ) | 889,231 | — | — | 889,231 | ||||||
| Total open futures contracts | $ | 5,360,776 | $ | (522,097 | ) | $ | 4,838,679 | $ | — | $ | — | $ | 4,838,679 |
| Open forward contracts | |||||||||||||
| Deutsche Bank | $ | 1,662,251 | $ | (1,122,191 | ) | $ | 540,060 | $ | — | $ | — | $ | 540,060 |
| HSBC | 4,143,434 | (2,609,820 | ) | 1,533,614 | — | — | 1,533,614 | ||||||
| JPMorgan Chase | 699,229 | (40,127 | ) | 659,102 | — | — | 659,102 | ||||||
| Royal Bank of Scotland | 3,570,771 | (2,001,650 | ) | 1,569,121 | — | — | 1,569,121 | ||||||
| Total open forward contracts | $ | 10,075,685 | $ | (5,773,788 | ) | $ | 4,301,897 | $ | — | $ | — | $ | 4,301,897 |
| Open swap agreements | |||||||||||||
| Credit Suisse | $ | 205,389 | $ | — | $ | 205,389 | $ | — | $ | — | $ | 205,389 | |
| Goldman Sachs | 574 | (574 | ) | — | — | — | — | ||||||
| JPMorgan Chase | 23,846,508 | (20,438,687 | ) | 3,407,821 | — | — | 3,407,821 | ||||||
| Total open swap agreements | $ | 24,052,471 | $ | (20,439,261 | ) | $ | 3,613,210 | $ | — | $ | — | $ | 3,613,210 |
17
The following table provides additional disclosures regarding the offsetting of derivative liabilities presented in the statements of financial condition:
| Gross Amounts<br>of Recognized<br>Liabilities | Gross Amount<br>Offset in the<br>Statements of<br>Financial<br>Condition | Net Amounts of<br>Liabilities<br>Presented in the<br>Statements of<br>Financial<br>Condition | Gross Amounts Not Offset in<br>the Statements of Financial<br>Condition | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Financial<br>Instruments | Cash<br>Collateral<br>Pledged | Net Amount | |||||||||||
| As of March 31, 2021 | |||||||||||||
| Open futures contracts | |||||||||||||
| Bank of America Merrill Lynch | $ | 1,316,925 | $ | (1,316,925 | ) | $ | — | $ | — | $ | — | $ | — |
| Credit Suisse | 155,320 | (155,320 | ) | — | — | — | — | ||||||
| JPMorgan Chase | 444,033 | (444,033 | ) | — | — | — | — | ||||||
| Total open futures contracts | $ | 1,916,278 | $ | (1,916,278 | ) | $ | — | $ | — | $ | — | $ | — |
| Open forward contracts | |||||||||||||
| Citigroup | $ | 972,304 | $ | (812,953 | ) | $ | 159,351 | $ | — | $ | 159,351 | $ | — |
| Deutsche Bank | 1,107,096 | (547,361 | ) | 559,735 | — | 559,735 | — | ||||||
| HSBC | 2,761,998 | (2,055,191 | ) | 706,807 | — | 706,807 | — | ||||||
| JPMorgan Chase | 336,939 | (336,939 | ) | — | — | — | — | ||||||
| Royal Bank of Scotland | 2,628,593 | (2,628,593 | ) | — | — | — | — | ||||||
| Total open forward contracts | $ | 7,806,930 | $ | (6,381,037 | ) | $ | 1,425,893 | $ | — | $ | 1,425,893 | $ | — |
| Open swap agreements | |||||||||||||
| JPMorgan Chase | $ | 58,476 | $ | (58,476 | ) | $ | — | $ | — | $ | — | $ | — |
| Total open swap agreements | $ | 58,476 | $ | (58,476 | ) | $ | — | $ | — | $ | — | $ | — |
| As of December 31, 2020 | |||||||||||||
| Open futures contracts | |||||||||||||
| Bank of America Merrill Lynch | $ | 216,100 | $ | (216,100 | ) | $ | — | $ | — | $ | — | $ | — |
| Credit Suisse | 121,684 | (121,684 | ) | — | — | — | — | ||||||
| JPMorgan Chase | 184,313 | (184,313 | ) | — | — | — | — | ||||||
| Total open futures contracts | $ | 522,097 | $ | (522,097 | ) | $ | — | $ | — | $ | — | $ | — |
| Open forward contracts | |||||||||||||
| Deutsche Bank | $ | 1,122,191 | $ | (1,122,191 | ) | $ | — | $ | — | $ | — | $ | — |
| HSBC | 2,609,820 | (2,609,820 | ) | — | — | — | — | ||||||
| JPMorgan Chase | 40,127 | (40,127 | ) | — | — | — | — | ||||||
| Royal Bank of Scotland | 2,001,650 | (2,001,650 | ) | — | — | — | — | ||||||
| Total open forward contracts | $ | 5,773,788 | $ | (5,773,788 | ) | $ | — | $ | — | $ | — | $ | — |
| Open swap agreements | |||||||||||||
| Goldman Sachs | $ | 9,027 | $ | (574 | ) | $ | 8,453 | $ | — | $ | 8,453 | $ | — |
| JPMorgan Chase | 20,438,687 | (20,438,687 | ) | — | — | — | — | ||||||
| Total open swap agreements | $ | 20,447,714 | $ | (20,439,261 | ) | $ | 8,453 | $ | — | $ | 8,453 | $ | — |
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Only the amount of the collateral up to the net amount of liabilities presented on the statements of financial condition is disclosed above. The table below lists additional amounts of collateral pledged:
| Additional<br>Collateral<br>Pledged | ||
|---|---|---|
| As of March 31, 2021 | ||
| Open forward contracts | ||
| Citigroup | $ | 2,560,648 |
| Deutsche Bank | $ | 25,022 |
| HSBC | $ | 2,193,427 |
| As of December 31, 2020 | ||
| Open swap agreements | ||
| Credit Suisse | $ | 1,595,151 |
6. FINANCIAL GUARANTEES
The Trading Company enters into administrative and other professional service contracts that contain a variety of indemnifications. The Trading Company’s maximum exposure under these arrangements is not known; however, the Trading Company has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.
7. FINANCIAL HIGHLIGHTS
The following represents the ratios to average partners’ capital and other information for the three fand month periods ended March 31, 2021 and 2020:
| For the three months endedMarch 31, | ||||||
|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||
| Per unit operating performance: | ||||||
| Beginning net asset value | $ | 19,823.33 | $ | 17,723.52 | ||
| Income (loss) from investment operations: | ||||||
| Net investment gain (loss) | (34.06 | ) | 23.43 | |||
| Net realized and unrealized gains (losses) on trading activities and translation of foreign<br>currency | 1,941.26 | 1,773.25 | ||||
| Total income (loss) from investment operations | 1,907.20 | 1,796.68 | ||||
| Ending net asset value | $ | 21,730.53 | $ | 19,520.20 | ||
| Ratios to average partners’<br>capital^1^: | ||||||
| Expenses | 0.74 | % | 0.92 | % | ||
| Net investment gain (loss) | (0.67 | )% | 0.52 | % | ||
| Total return^2^ | 9.62 | % | 10.14 | % | ||
| ^1^ | Ratios have been annualized. | |||||
| --- | --- | |||||
| ^2^ | Total return is for the period indicated and has not been annualized. | |||||
| --- | --- |
Financial highlights are calculated for all partners taken as a whole. An individual partner’s returns and ratios may vary from these returns and ratios based on the timing of capital transactions.
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8. OTHER CONSIDERATIONS
The General Partner and the Advisor acknowledge the on-going outbreak of COVID-19 which has been causing economic disruption in most countries since the first quarter of 2020 and its potentially adverse economic impact on the issuers of the instruments in which the Trading Company invests. This is an additional risk factor which could impact the operations and valuation of the Trading Company’s assets after the period-end.
The Advisor is actively monitoring developments closely. Given the nature of the outbreak and the on-going developments, there is a high degree of uncertainty and it is not possible at this time to predict the extent and nature of the overall future impact on the Trading Company.
9. SUBSEQUENT EVENTS
For the period subsequent to March 31, 2021 through May 14, 2021, the date the financial statements were issued, the Trading Company recorded limited partner subscriptions of $6,170,983, and limited partner redemptions of $1,039,673.
The General Partner has evaluated the impact of subsequent events on the Trading Company through May 14, 2021, the date the financial statements were issued, and noted no subsequent events that require adjustment to or disclosure in these financial statements, except as noted above.
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| ITEM 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
|---|
Introduction
Reference is made to Item 1, “Financial Statements.” The information contained therein is essential to, and should be read in conjunction with, the following analysis.
Operational Overview
Man-AHL Diversified I L.P. (the “Partnership”) is a fund which engages in speculative trading of futures and forward contracts and related instruments through its investment in Man-AHL Diversified Trading Company L.P. (the “Trading Company”) pursuant to the AHL Diversified Program, directed on behalf of the Trading Company by AHL Partners LLP (the “Trading Advisor”). The Trading Advisor also serves as the Partnership’s commodity pool operator. The AHL Diversified Program is a price trend-following trading system, entirely quantitative in nature, and implements trading positions on the basis of statistical analyses of past price histories. The objective of the AHL Diversified Program is to deliver capital growth for commensurate levels of volatility over the medium term, independent of the movement of the stock and bond markets, through the speculative trading, directly and indirectly, of futures, options and forward contracts, swaps and other financial derivatives both on and off exchange. The AHL Diversified Program trades globally in several market sectors, including, without limitation, currencies, bonds, energies, stock indices, interest rates, credit, metals, agriculturals and volatility. In the future, the AHL Diversified Program may, to a limited extent, invest in stocks.
The AHL Diversified Program is proprietary and confidential, so that substantially the only information that can be furnished regarding the Partnership’s results of operations is contained in the performance record of its trading through the Trading Company. Past performance is not necessarily indicative of its future results. Man Investments (USA) Corp., the general partner of the Partnership (the “General Partner”) does believe, however, that there are certain market conditions, for example, markets with pronounced price trends, in which the Partnership has a greater likelihood of being profitable than in other market environments.
Capital Resources and Liquidity
Units of limited partnership interests (“Units”) of the Partnership may be offered for sale as of the beginning, and may be redeemed as of the end, of each month.
The Partnership raises additional capital only through the sale of Units and capital is increased through trading profits (if any) and interest income. The Partnership does not engage in borrowing. The Partnership, not being an operating company, does not incur capital expenditures. It functions solely as a passive trading vehicle, investing the substantial majority of its assets in the Trading Company. Its remaining capital resources are used only as assets available to make further investments in the Trading Company and to pay Partnership level expenses. Accordingly, the amount of capital raised for the Partnership should not have a significant impact on its operations.
Partnership assets not invested in the Trading Company are maintained in cash and cash equivalents in bank accounts or accounts with The Bank of New York Mellon and are readily available to the Partnership. The Partnership may redeem any part or all of its limited partnership interest in the Trading Company at any month-end at the net asset value per unit of the Trading Company. The Trading Company’s assets are generally held as cash or cash equivalents which are used to margin futures and provide collateral for forward contracts and other over-the-counter (“OTC”) contract positions and are withdrawn, as necessary, to pay redemptions (to the Partnership and other investors in the Trading Company). Other than potential market-imposed limitations on liquidity, due, for example, to limited open interest in certain futures markets or to daily price fluctuation limits, which are inherent in the Trading Company’s futures trading, the Trading Company’s assets are highly liquid and are expected to remain so.
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There have been no material changes with respect to the Partnership’s critical accounting policies, off-balance sheet arrangements or disclosure of contractual obligations as reported in the Partnership’s Form 10-K filed March 30, 2021.
Allocations by Market Sector
The following table indicates the percentage of the Partnership’s assets allocated to initial margin for the Partnership’s open trading positions by market sector as of March 31, 2021. The Partnership’s capitalization was $88,677,962 as of March 31, 2021. See also Item 3, “Quantitative and Qualitative Disclosures About Market Risk,” below.
| Quarter-End as of March 31^st^ | |||||
|---|---|---|---|---|---|
| Market Sector | Margin Allocation | % ofCapitalization | |||
| Agriculturals | $ | 1,433,681 | 1.62 | % | |
| Bonds | $ | 979,841 | 1.10 | % | |
| Credit | $ | 4,300,432 | 4.85 | % | |
| Currencies | $ | 122,020 | 0.14 | % | |
| Energy | $ | 1,393,385 | 1.57 | % | |
| Interest rates | $ | 313,724 | 0.35 | % | |
| Metals | $ | 1,276,556 | 1.44 | % | |
| Stock indices | $ | 4,558,531 | 5.14 | % | |
| Total* | $ | 14,378,170 | 16.21 | % | |
| * | Total amount does not foot due to rounding. | ||||
| --- | --- |
Results of Operations
Due to the nature of the Partnership’s trading, the results of operations for the interim period presented should not be considered indicative of the results that may be expected for the entire year.
Due to the nature of the Partnership’s trading, the results of operations for the interim period presented should not be considered indicative of the results that may be expected for the entire year.
Period Ended March 31, 2021:
31-Mar-21
Ending Equity $88,677,962
Three months ended March 31, 2021:
Net assets increased $4,756,861 for the three months ended March 31, 2021. This increase was attributable to subscriptions in the amount of $139,000, redemptions in the amount of $3,403,713 and a net income from operations of $7,125,049.
Management Fees of $646,584 and servicing fees of $216,513 were paid or accrued, and interest of $4,756,861 was earned or accrued on the Partnership’s cash and cash equivalent investments and broker balances, for the three months ended March 31, 2021.
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The Partnership’s other expenses paid or accrued for the three months ended March 31, 2021 were $264,795.
The Partnership started the year down, as negative returns driven by currencies and fixed income overcame gains in commodities trading. With respect to the Partnership’s currency trading, a bounce in the US dollar versus a basket of currencies representing the United States’ trading partners hurt the Partnership’s short positions in the US dollar, particularly in such positions against the South African rand and Japanese yen. Longs in the Chinese renminbi and Indian rupee made token gains. In the Partnership’s fixed income trading, yields across developed markets generally rose on the month. US bond yields breached 1%, hurting the Partnership’s broadly long positions in US bonds, which more than offset the gains posted in its short position in long-dated bonds. The Partnership’s equity trading on the month was marginally positive, as gains were accrued from longs in North American capital goods, and Taiwanese indices. A short position in the VIX volatility index, on the other hand, caused losses as the index spiked in the final few days. Credit trading also dipped into the red towards the end of the month as short CDS positions in European high-yield and US investment grade names posted losses. Commodities were the bright spot for the Partnership in January. Long soyabeans and corn were the top contributors to the Partnership’s gains, as well as crude oil, which Crude oil also rose over 7% on the month, benefitting the Partnership’s long positions.
In February, the Partnership posted positive returns with gains in commodities, equities, and fixed income, overcoming minor losses in FX and credit. Long commodity positions were top performers for the Partnership as crude oil rose almost 20% and sugar rose 10% on the month, and the Partnership’s copper position was the top performer in the entire portfolio rising 15%. These gains were more than enough to offset the Partnership’s losses from a short position in natural gas. The Partnership’s equity trading also finished the month in positive territory, with the Partnership’s positions in the S&P TSX 60 and Nikkei futures being top performers. Fixed income generated a positive return as positioning shifted from net long to net short mid-way through the month. Top performers were shorts in German bunds and Australian 10-year bonds, while losses were led by Italian 10-year bonds which switched positions from long to short as the month progressed. The Partnership’s credit trading was slightly lower on the month, as short CDS positions in US high yield names generated a small gain while similar positioning in US investment names generated a marginally larger loss. Finally, the majority of the Partnership’s losses on the month were generated in its FX trading, though such losses were mild. Long Australian dollar positions versus both the US dollar and Japanese yen performed well along with long in the Swiss franc versus the US dollar; none of those gains were enough to offset the losses from long positions in the Indian rupee, EURO Mexican Peso and Japanese yen against the US dollar.
The Partnership finished up the first quarter with in the black, as positive returns in equities, FX, and credit outweighed losses in commodities. The Partnership’s gains in equity trading was led by its dominantly long equity positions, as well as its positions in Sweden’s OM index and Germany’s Dax indices. A short VIX volatility position was also beneficial as, as were long credit positions particularly in Europe. FX was also fruitful for the Partnership, with short positions in the Swiss franc and Japanese yen against the US dollar, as well as a short position in the Euro against the Canadian dollar, the top performers. Some losses were seen in the Partnership’s long positions against the dollar in the Euro and UK Stirling, as well as a flat position in the Turkish Lira. Fixed income trading generated a small positive return, as gains from short positions in 10y and 30y US treasuries offset losses from short positions in German 5y and 10y bonds. Reversing course from February, the Partnership’s commodities trading ended March down. The Partnership’s long positions, most notably in agricultural commodities such as cocoa and sugar, and metals such as nickel, posted the largest losses, while small offsetting gains were made in individual markets such as lean hogs and palladium.
Period Ended March 31, 2020:
31-Mar-20
Ending Equity $96,157,322
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Three months ended March 31, 2020:
Net assets increased $6,028,486 for the three months ended March 31, 2020. This increase was attributable to subscriptions in the amount of $2,601,833, redemptions in the amount of $4,562,582 and a net income from operations of $7,989,235.
Management Fees of $686,752 and servicing fees of $229,752 were paid or accrued, and interest of $331,640 was earned or accrued on the Partnership’s cash and cash equivalent investments and broker balances, for the three months ended March 31, 2020.
The Partnership’s other expenses paid or accrued for the three months ended March 31, 2020 were $319,227.
The Partnership once again started off the year with moderate negative returns in January, with losses in currencies, equities and credit overcoming gains from commodities and fixed-income. In the third week of the month stocks faltered and credit spreads widened, accelerating already falling bond yields, as well as crude oil prices which ended the month down 20%. The US Dollar Index, which measures the performance of the greenback against a basket of foreign currencies, rose steadily, hurting the Partnership’s long positions in the New Zealand dollar and the South African rand. On the other hand, the Partnership’s short positions in South American currencies such as the Chilean peso against US dollar proved positive. Long positioning in stocks were profitable early in the month until a clear reversal near the end of the month caused the Partnership’s overall equity trading to finish in the red. Asian indices such as Taiwan’s TAIEX and China’s H-Shares fared worst. On the positive side for the Partnership, a long position in the Australian SPI 200 Index prospered. Long credit positions performed similarly to equities with a loss in aggregate, most notably in European 5yr Crossover iTraxx Index which widened around 25bp over the month. Overall, trading in commodities was positive. The biggest contributors on both the upside and downside were in energies. Short natural gas positions in the US and UK were positive as prices slid around 20%. On the other hand, long oil positions lost out despite swiftly switching to short as the month progressed and oil prices steadily declined. In other commodities, a long palladium position was positive, offsetting losses produced by shorts in coffee and copper. In terms of fixed income, gains were accrued over January as the Partnership’s positioning turned long. Italian bonds was one of the top performers in the asset class, while Canadian bonds struggled against a tightening yield backdrop, having started the month with a short position.
In February, the Partnership’s trading activity saw modest gains on the month as losses from equities and credit broadly balanced by gains from fixed income and energies. In the equity sector, early gains were wiped out in the last week of the month, as the S&P 500 index fell 11.5%, its worst since 2008 as markets began feeling the impact of the COVID-19 pandemic. Unsurprisingly, the Partnership’s long equity positions made up most of the losses, the worst being the Australian SPI 200 Index, S&P TSX 60 Index, as well as the Nikkei Index. The Partnership saw losses in each of the credit markets traded, shared fairly equally between the US (mainly the US 5yr CDX Index) and Europe (notably the European 5yr Crossover iTraxx Index). The Partnership’s FX trading finished the month with a small gain. Against the US dollar, short positions in the Brazilian real and Australian dollar were positive whilst a long position in the Mexican peso dragged on performance. Overall, trading in commodities was beneficial to the Partnership, particularly from energies with shorts in US natural gas and oil realized gains as crude oil prices slid. Shorts in zinc paid off as prices declined but losses were made in precious metals such as silver and platinum as prices became increasingly volatile. The Partnership’s short in coffee also suffered during the month. Finally, yields in fixed income instruments tightened, though the Partnership’s long positions performed positively, most notably in US treasuries, although losses were seen in Italian bonds.
The Partnership finished off the first quarter to post positive returns in March, as trading in nearly all sectors finished in the black, with notable gains in commodities and currencies leading the way. In FX trading, which saw the largest gains, the Partnership entered the month net long the US dollar against most currencies and built further into this position as the month progressed. The top performing positions
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were shorts in emerging markets such as Brazilian real and commodity currencies such as the Australian dollar. Comparatively, losses were incurred in US dollar crosses against developed market currencies such as the Japanese yen and Euro. In commodity trading, the Partnership’s short positions in crude was profitable, as well as its short copper position. Agricultural commodity positions suffered in aggregate, however, with longs in cocoa and sugar suffering as prices reversed their predominantly upward year-to-date direction. The Partnership’s equity positions turned net-short early on in the month, and these short positions generally ended up the month’s top performers. Most notable of these were in the Hang Seng index and the Russell 2000 Index while further gains came from a long position in the VIX Volatility Index. Positioning in credit also migrated from long to short as the month progressed and overall trading finished marginally in the black with gains principally coming from high yield credit indices. Fixed income markets bifurcated as the month progressed, as the Partnership’s dominantly long positioning in fixed income at the start of the month saw gains in the US market and losses in Italian bonds, with the asset class overall finishing in positive territory.
| ITEM 3. | Quantitative and Qualitative Disclosures About Market Risk. |
|---|
Introduction
Past Results Are Not NecessarilyIndicative of Future Performance
The Partnership is a speculative commodity pool. Unlike an operating company, the risk of market sensitive instruments is integral, not incidental, to the Partnership’s main line of business.
Market movements result in frequent changes in the fair market value of the Partnership’s open positions and, consequently, in its earnings and cash flow. The Partnership’s market risk is influenced by a wide variety of factors, including the level and volatility of interest rates, exchange rates, equity price levels, the market value of financial instruments and contracts, the diversification effects among the Partnership’s open positions and the liquidity of the markets in which it trades.
The Partnership can rapidly acquire and/or liquidate both long and short positions in a wide range of different markets. Consequently, it is not possible to predict how a particular future market scenario will affect performance, and the Partnership’s past performance is not necessarily indicative of its future results.
Value at Risk is a measure of the maximum amount which the Partnership could reasonably be expected to lose in a given market sector. However, the inherent uncertainty of the Partnership’s speculative trading and the recurrence in the markets traded by the Partnership of market movements far exceeding expectations could result in actual trading or non-trading losses far beyond the indicated Value at Risk or the Partnership’s experience to date (i.e., “risk of ruin”). In light of the foregoing as well as the risks and uncertainties intrinsic to all future projections, the inclusion of the quantification included in this section should not be considered to constitute any assurance or representation that the Partnership’s losses in any market sector will be limited to Value at Risk or by the Partnership’s attempts to manage its market risk.
Materiality, as used in this section “Quantitative and Qualitative Disclosures About Market Risk,” is based on an assessment of reasonably possible market movements and the potential losses caused by such movements, taking into account the leverage, optionality and multiplier features of the Partnership’s market sensitive instruments.
Quantifying the Partnership’s Trading Value at Risk
Quantitative Forward-Looking Statements
The followingquantitative disclosures regarding the Partnership’s market risk exposures contain “forward-looking statements” within the meaning of the safe harbor from civil liability provided for such statements by the Private SecuritiesLitigation Reform Act of 1995 (set forth in Section 27A of the
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Securities Act and Section 21E of the Securities Exchange Act of 1934). All quantitative disclosures in this section are deemed to be forward-looking statements for purposes of the safeharbor, except for statements of historical fact.
The Partnership’s risk exposure in the various market sectors traded by the General Partner is quantified below in terms of Value at Risk. Due to the Partnership’s mark-to-market accounting, any loss in the fair value of the Partnership’s open positions is directly reflected in the Partnership’s earnings (realized or unrealized) and cash flow (at least in the case of exchange-traded contracts in which profits and losses on open positions are settled daily through variation margin).
For regulatory purposes, exchange initial margin requirements have been used by the Partnership as the measure of its Value at Risk. For trading and internal risk monitoring purposes, a different approach based on simulated market movements is used. Initial margin requirements include a credit risk factor and a maintenance margin factor and thus overstate the maximum one-day loss reflected by the maintenance margin requirement by the amount of the credit risk factor used in setting initial margin requirements. Maintenance margin requirements are set by exchanges to equal or exceed 95-99% of the maximum one-day losses in the fair value of any given contract incurred during the time period over which historical price fluctuations are researched for purposes of establishing margin levels. The maintenance margin levels are established by dealers and exchanges using historical price studies as well as an assessment of current market volatility (including the implied volatility of the options on a given futures contract) and economic fundamentals to provide a probabilistic estimate of the maximum expected near-term one-day price fluctuation.
In the case of market sensitive instruments that are not exchange traded (almost exclusively currencies in the case of the Partnership), dealers’ margins have been used as Value at Risk.
The fair value of the Partnership’s futures and forward positions does not have any optionality component. However, the General Partner may also trade commodity options on behalf of the Partnership. The Value at Risk associated with options would be reflected in the margin requirement attributable to the instrument underlying each option.
In quantifying the Partnership’s Value at Risk, 100% positive correlation in the different positions held in each market risk category has been assumed. Consequently, the margin requirements applicable to the open contracts have simply been aggregated to determine each trading category’s aggregate Value at Risk. The diversification effects resulting from the fact that the Partnership’s positions are rarely, if ever, 100% positively correlated have not been reflected.
The Partnership’s Trading Value at Risk in Different MarketSectors
The following table indicates the amount of trading Value at Risk associated with the Partnership’s open positions by market category as of the period ended March 31, 2021. As of March 31, 2021, the Partnership’s average capitalization was $88,677,962 .
| Quarter-Ended March 31, 2021 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Market Sector | Average Valueat Risk | % of AverageCapitalization | HighestValue atRisk | LowestValue atRisk | |||||
| Agriculturals | $ | 1,433,681 | 1.62 | % | $ | 1,433,681 | $ | 1,433,681 | |
| Bonds | $ | 979,841 | 1.10 | % | $ | 979,841 | $ | 979,841 | |
| Credit | $ | 4,300,432 | 4.85 | % | $ | 4,300,432 | $ | 4,300,432 | |
| Currencies | $ | 122,020 | 0.14 | % | $ | 122,020 | $ | 122,020 |
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| Energies | $ | 1,393,385 | 1.57 | % | $ | 1,393,385 | $ | 1,393,385 |
|---|---|---|---|---|---|---|---|---|
| Interest rates | $ | 313,724 | 0.35 | % | $ | 313,724 | $ | 313,724 |
| Metals | $ | 1,276,556 | 1.44 | % | $ | 1,276,556 | $ | 1,276,556 |
| Stock indices | $ | 4,558,531 | 5.14 | % | $ | 4,558,531 | $ | 4,558,531 |
| Total* | $ | 14,378,170 | 16.21 | % | $ | 14,378,170 | $ | 14,378,170 |
| * | Certain total amounts do not foot due to rounding. | |||||||
| --- | --- |
Average, highest and lowest Value at Risk amounts relate to the quarter-end amounts for the three months ended March 31, 2021. Average capitalization is the Partnership’s capitalization at the end of the three months ended March 31, 2021.
Material Limitations onValue at Risk as an Assessment of Market Risk
The face value of the market sector instruments held by the Partnership is typically many times the applicable initial or maintenance margin requirement (maintenance margin requirements generally ranging between approximately 1% and 10% of contract face value) as well as many times the capitalization of the Partnership. The magnitude of the Partnership’s open positions creates a “risk of ruin” not typically found in most other investment vehicles. Because of the size of its positions, certain market conditions — unusual, but historically recurring from time to time — could cause the Partnership to incur severe losses over a short period of time. The foregoing Value at Risk table — as well as the past performance of the Partnership — gives no indication of this “risk of ruin.”
Non-Trading Risk
The Partnership has non-trading market risk on its foreign cash balances not needed for margin. However, these balances (as well as any market risk they represent) are immaterial.
The Partnership also has non-trading cash flow risk as a result of holding a substantial portion of its assets in U.S. government securities (U.S. Treasury Bills) and interest-bearing bank accounts. These cash and cash equivalents are placed with highly rated counterparties with a priority placed on preservation of capital and reputation (i.e., appropriate level of credit risk, market risk and reputation risk) and liquidity (i.e., appropriate level of liquidity risk).
Qualitative Disclosures Regarding Primary Trading Risk Exposures
The following qualitative disclosures regarding the Partnership’s market risk exposures — except for (i) those disclosures that are statements of historical fact and (ii) the descriptions of how the General Partner manages the Partnership’s primary market risk exposures — constitute forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. The Partnership’s primary market risk exposures as well as the strategies used and to be used by the General Partner for managing such exposures are subject to numerous uncertainties, contingencies and risks, any one of which could cause the actual results of the Partnership’s risk controls to differ materially from the objectives of such strategies. Government interventions, defaults and expropriations, illiquid markets, the emergence of dominant fundamental factors, political upheavals, changes in historical price relationships, an influx of new market participants, increased regulation and many other factors could result in material losses as well as in material changes to the risk exposures and the risk management strategies of the Partnership. There can be no assurance that the Partnership’s current market exposure and/or risk management strategies will not change materially or that any such strategies will be effective in either the short- or long-term. Investors must be prepared to lose all or substantially all of their investment in the Partnership.
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The following were the primary trading risk exposures of the Partnership as of March 31, 2021, by market sector.
Fixed Income. Interest rate movements directly affect the price of the sovereign bond futures positions held by the Partnership and indirectly the value of its stock index and currency positions. Interest rate movements in one country as well as relative interest rate movements between countries may materially impact the Partnership’s profitability. The Partnership’s primary interest rate exposure is to interest rate fluctuations in United States, Italy, Australia, United Kingdom and Canada. However, the Partnership also may take positions in futures contracts on the government debt of smaller nations. The General Partner anticipates that G-7 interest rates, both long-term and short-term, will remain the primary market exposure of the Partnership for the foreseeable future.
Currencies. Exchange rate risk is the principal market exposure of the Partnership. The Partnership’s currency exposure is to exchange rate fluctuations, primarily fluctuations which disrupt the historical pricing relationships between different currencies and currency pairs. These fluctuations are influenced by interest rate changes as well as political and general economic conditions. The Partnership trades in a large number of currencies, including cross-rates — i.e., positions between two currencies other than the U.S. dollar. As of March 31, 2021, the Partnership’s primary currency exposures were in the U.S. dollar versus the Mexican Peso, Euro, New Zealand Dollar and Indian Rupee.
Stock Indices. The Partnership’s primary equity exposure, through stock index futures, is to equity price risk in the G-7 countries. As of March 31, 2021, the Partnership’s primary exposures were in the Australian SPI 200 Index, Tokyo Stock Exchange Index, Dax Index and Swedish OMX Index. The Partnership is primarily exposed to the risk of adverse price trends or static markets in the major North American, European and Asian indices. (Static markets would not cause major market changes but could make it difficult for the Partnership to avoid numerous small losses.)
Metals. The AHL Diversified Program used for the Partnership trades precious and base metals. As of March 31, 2021, the Partnership’s primary metals market exposures were in copper, aluminum, palladium and zinc.
Agricultural. The Partnership’s primary commodities exposure is to agricultural price movements, which are often directly affected by severe or unexpected weather conditions. Sugar, soybeans, cocoa, corn and lean hogs accounted for the substantial bulk of the Partnership’s commodities exposure as of March 31, 2021.
Energy. The Partnership’s primary energy market exposure is to gas and oil price movements, often resulting from political developments in the Middle East and economic conditions worldwide. Energy prices are volatile and substantial profits and losses have been and are expected to continue to be experienced in this market. As of March 31, 2021, the main exposures were in crude oil and gasoline.
Qualitative Disclosures Regarding Non-Trading Risk Exposure
The following were the only non-trading risk exposures of the Partnership as of March 31, 2021.
Foreign Currency Balances. The Partnership’s primary foreign currency balance is in Euro. The Partnership controls the non-trading risk of these balances by regularly converting these balances back into U.S. dollars (no less frequently than twice a month).
Cash Positions. The Partnership’s only market exposure in instruments held other than for trading is in its cash portfolio. The Partnership holds only cash in U.S. Treasury Bills and interest-bearing bank accounts. This cash is placed with highly rated counterparties with a priority placed on preservation of capital and reputation (i.e., appropriate level of credit risk, market risk and reputation risk) and liquidity (i.e., appropriate level of liquidity risk) with durations no longer than 1 year.
Qualitative Disclosures RegardingMeans of Managing Risk Exposure
Risk management is an essential component of AHL’s investment management process. AHL has put in place a risk management framework which is designed to identify, monitor and mitigate the portfolio, operational and outsourcing risks relevant to its operations. AHL’s risk management framework is part of,
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and is supported by, the overarching risk management framework of its parent company, Man Group plc. Key principles of AHL’s risk management framework include the segregation of functions and duties where material conflicts of interest may arise and having an appropriate degree of independent and senior management oversight of business activities. As part of this independent oversight, AHL’s activities are subject to regular review by an internal audit function.
The AHL Diversified Program employs a systematic, statistically based investment strategy that is designed to identify and capitalize on trends and other inefficiencies in markets around the world. Trading signals are generated and executed via a finely tuned trading and implementation infrastructure. This process is quantitative, meaning that investment decisions are entirely driven by mathematical models based on quantitative analysis of historical relationships. It is underpinned by rigorous risk control, ongoing research, diversification and the constant quest for efficiency. Portfolio risk management consists primarily of monitoring risk measures and ensuring the systems remain within prescribed limits. The major risk monitoring measures and focus areas include value-at-risk, stress testing, implied volatility, leverage, margin-to-equity ratios and net exposures to sectors and different currencies.
Diversification is also a key feature of AHL’s risk management, as well as its investment, process. As well as emphasizing sector and market diversification, the AHL Diversified Program has been constructed to achieve diversification by combining various investment strategies. The AHL Diversified Program trades approximately 250 markets and these markets may be accessed directly or indirectly and include, without limitation, stock indices, bonds, currencies, short-term interest rates, energies, credits, metals, agriculturals and volatility. Another important aspect of diversification is the fact that the models generate signals across different timeframes, ranging from two to three days to several months. In line with the principle of diversification, the approach to portfolio construction and asset allocation is premised on the importance of deploying investment capital across the full range of sectors and markets. Particular attention is paid to correlation of markets and sectors, expected returns, trading costs and market liquidity. Portfolios are regularly reviewed and, when necessary, adjusted to reflect changes in these factors. AHL also has a systematic process for adjusting its market risk exposure in real time to reflect changes in the volatility, a measure of risk, of individual markets.
| ITEM 4. | Controls and Procedures. |
|---|
The General Partner, with the participation of the General Partner’s Principal Executive Officer and Principal Financial Officer, has evaluated the effectiveness of the design and operation of the Partnership’s disclosure controls and procedures as of the end of the fiscal quarter ended March 31, 2021. Based on such evaluation, the General Partner’s Principal Executive Officer and Principal Financial Officer have concluded that the Partnership’s disclosure controls and procedures were effective as of the fiscal quarter ended March 31, 2021.
Changes in Internal Control over Financial Reporting
There were no significant changes in the Partnership’s internal control over financial reporting during the quarter ended March 31, 2021 that have materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.
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Options trading may be restricted in the event that trading in the underlying instrument becomes restricted. Options trading also may be illiquid at times regardless of the condition of the market in the underlying instrument. In either event, it will be difficult for the Trading Advisor to realize gains or limit losses on option positions by offsetting them or to change positions in the market.
Trading in OTC derivative instruments is conducted with individual counterparties rather than on organized exchanges. There have been periods during which forward and swap contract dealers have refused to quote prices for forward and swap contracts or have quoted prices with an unusually wide spread between the bid and asked price.
Speculative Position Limits May Restrict Futures Trading. Speculative position limits prescribe the maximum net long or short futures contract and options positions which any person or group may hold or control in particular futures contracts. All futures contracts and options on futures contracts traded on commodity exchanges located in the United States, with the exception of contracts on certain major non-U.S. currencies, are subject to speculative position limits established either by the Commodity Futures Trading Commission (the “CFTC”) or the relevant exchange.
All trading accounts owned or managed by the Trading Advisor and its principals will be combined for the purposes of speculative position limits. Such limits could adversely affect the profitability of the Trading Company and, consequently, of the Partnership. For example, the Trading Advisor could be required to liquidate futures positions at an unfavorable time in order to comply with such limits. However, the Trading Advisor does not believe that existing speculative position limits will materially adversely affect its ability to manage the Trading Company’s account.
Cash Flow. Futures contract gains and losses are marked-to-market daily for purposes of determining margin requirements. Option positions generally are not, although short option positions will require additional margin if the market moves against the position. Due to these differences in margin treatment between futures and options, there may be periods in which positions on both sides must be closed down prematurely due to short term cash flow needs. If this were to occur during an adverse move in a spread or straddle relationship, a substantial loss could occur.
Decisions Based on Trends and Technical Analysis. The trading decisions of the Trading Advisor will be based in part on trading strategies which utilize mathematical analyses of technical factors relating to past market performance. The buy and sell signals generated by a technical, trend-following trading strategy are based upon a study of actual daily, weekly and monthly price fluctuations, volume variations and changes in open interest in the markets. The profitability of any technical, trend-following trading strategy depends upon the occurrence in the future of significant, sustained price moves in some of the markets traded. The Trading Company and, consequently, the Partnership may incur substantial trading losses:
| • | during periods when markets are dominated by fundamental factors that are not reflected in the technical data<br>analyzed by the program; |
|---|---|
| • | during prolonged periods without sustained moves in one or more of the markets traded; or |
| --- | --- |
| • | during “whip-saw” markets, in which potential price trends<br>start to develop but reverse before actual trends are realized. |
| --- | --- |
In the past there have been prolonged periods without sustained price moves in various markets. Presumably, such periods will recur. A series of volatile reverses in price trends may generate repeated entry and exit signals in trend-following systems, resulting in unprofitable transactions and increased brokerage commission expenses. Technical, trend-following trading systems are used by many other traders. At times, the use of such systems may:
| • | result in traders attempting to initiate or liquidate substantial positions in a market at or about the same<br>time; |
|---|---|
| • | alter historical trading patterns; |
| --- | --- |
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| • | obscure developing price trends; or |
|---|---|
| • | affect the execution of trades. |
| --- | --- |
Model and Data Risk. The Trading Advisor relies heavily on proprietary mathematical quantitative models (each a “Model” and collectively, “Models”) and data developed both by the Trading Advisor and those supplied by third parties (collectively, “Data”) rather than granting trade-by-trade discretion to the Trading Advisor’s investment professionals. In combination, Models and Data are used to construct investment decisions, to value both current and potential investments (including, without limitation, for trading purposes, and for the purposes of determining the Net Asset Value of the Partnership), to provide risk management insights and to assist in hedging the Partnership’s positions and investments. Models and Data are known to have errors, omissions, imperfections and malfunctions (collectively, “System Events”).
The Trading Advisor seeks to reduce the incidence and impact of System Events, to the extent feasible, through a combination of internal testing, simulation, real-time monitoring and the use of independent safeguards in the overall portfolio management process, often in the software code itself. Despite such testing, monitoring and independent safeguards, System Events will result in, among other things, the execution of unanticipated trades, the failure to execute anticipated trades, delays in the execution of anticipated trades, the failure to properly allocate trades, the failure to properly gather and organize available data, the failure to take certain hedging or risk reducing actions and/or the taking of actions which increase certain risk(s)—all of which may have materially adverse effects on the Partnership. System Events in third-party provided Data is generally entirely outside of the control of the Trading Advisor.
The research and modeling processes engaged in by the Trading Advisor on behalf of its managed funds is extremely complex and involves the use of financial, economic, econometric and statistical theories, research and modeling; the results of this investment approach must then be translated into computer code. Although the Trading Advisor seeks to hire individuals skilled in each of these functions and to provide appropriate levels of oversight and employ other mitigating measures and processes, the complexity of the individual tasks, the difficulty of integrating such tasks, and the limited ability to perform “real world” testing of the end product, even with simulations and similar methodologies, raise the chances that Model code may contain one or more coding errors, thus potentially resulting in a System Event and further, one or more of such coding errors could adversely affect the Partnership’s investment performance.
The investment strategies of the Trading Advisor are highly reliant on the gathering, cleaning, culling and performing of analysis of large amounts of Data. Accordingly, Models rely heavily on appropriate Data inputs. However, it is impossible and impracticable to factor all relevant, available Data into forecasts, investment decisions and other parameters of the Models. The Trading Advisor will use its discretion to determine what Data to gather with respect to each investment strategy and what subset of that Data the Models take into account to produce forecasts which may have an impact on ultimate investment decisions. In addition, due to the automated nature of Data gathering, the volume and depth of Data available, the complexity and often manual nature of Data cleaning, and the fact that the substantial majority of Data comes from third-party sources, it is inevitable that not all desired and/or relevant Data will be available to, or processed by, the Trading Advisor at all times. Irrespective of the merit, value and/or strength of a particular Model, it will not perform as designed if incorrect Data is fed into it which may lead to a System Event potentially subjecting the Partnership to a loss. Further, even if Data is input correctly, “model prices” anticipated by the Data through the Models may differ substantially from market prices, especially for financial instruments with complex characteristics, such as derivatives, in which the Partnership may invest.
Where incorrect or incomplete Data is available, the Trading Advisor may, and often will, continue to generate forecasts and make investment decisions based on the Data available to it. Additionally, the Trading Advisor may determine that certain available Data, while potentially useful in generating
32
forecasts and/or making investment decisions, is not cost effective to gather due to, among other factors, the technology costs or third-party vendor costs and, in such cases, the Trading Advisor will not utilize such Data. The Trading Advisor has full discretion to select the Data it utilizes. The Trading Advisor may elect to use or may refrain from using any specific Data or type of Data in generating forecasts or making trading decisions with respect to the Models. The Data utilized in generating forecasts or making trading decisions underlying the Models may not be (i) the most accurate data available or (ii) free of errors. The Data set used in connection with the Models is limited. The foregoing risks associated with gathering, cleaning, culling and analysis of large amounts of Data are an inherent part of investing with a quantitative, process-driven, systematic adviser such as the Trading Advisor.
When Models and Data prove to be incorrect, misleading or incomplete, any decisions made in reliance thereon expose the Partnership to potential losses and such losses may be compounded over time. For example, by relying on Models and Data, the Trading Advisor may be induced to buy certain investments at prices that are too high, to sell certain other investments at prices that are too low, or to miss favorable opportunities altogether. Similarly, any hedging based on faulty Models and Data may prove to be unsuccessful and when determining the Net Asset Value of the Partnership, any valuations of the Partnership’s investments that are based on valuation Models may prove to be incorrect. In addition, Models may incorrectly forecast future behavior, leading to potential losses on a cash flow and/or a mark-to-market basis. Furthermore, in unforeseen or certain low-probability scenarios (often involving a market event or disruption of some kind), Models may produce unexpected results which may or may not be System Events.
Errors in Models and Data are often extremely difficult to detect, and, in the case of Models, the difficulty of detecting System Events may be exacerbated by the lack of design documents or specifications. Regardless of how difficult their detection appears in retrospect, some System Events may go undetected for long periods of time and some may never be detected. Finally, the Trading Advisor will detect certain System Events that it chooses, in its sole discretion, not to address or fix, and the third party software will lead to System Events known to the Trading Advisor that it chooses, in its sole discretion, not to address or fix. The degradation or impact caused by these System Events can compound over time. The Trading Advisor generally will not perform a materiality analysis on the potential impact of a System Event. The Trading Advisor believes that the testing and monitoring performed on Models will enable the Trading Advisor to identify and address those System Events that a prudent person managing a quantitative, systematic and computerized investment program would identify and address by correcting the underlying issue(s) giving rise to the System Events, however there is no guarantee of the success of such processes. Investors should assume that System Events and their ensuing risks and impact are an inherent part of investing with a process-driven, systematic investment manager such as the Trading Advisor.
Accordingly, the Trading Advisor does not expect to disclose discovered System Events to its investors. The Partnership will bear the risks associated with the reliance on Models and Data including bearing all losses related to System Events other than in relation to losses arising from the Trading Advisor’s willful misconduct, negligence or breach of fiduciary obligations.
Trade Systems and Execution of Orders. The Trading Advisor relies extensively on computer programs, systems, technology, Data and Models to implement its execution strategies and algorithms. The Trading Advisor’s investment strategies, trading strategies and algorithms depend on its ability to establish and maintain an overall market position in a combination of financial instruments selected by the Trading Advisor. There is a risk that the Trading Advisor’s proprietary algorithmic trading systems may not be able to adequately react to a market event without serious disruption. Further, trading strategies and algorithms may malfunction causing severe losses. While the Trading Advisor has employed tools to allow for human intervention to respond to significant system malfunctions, it cannot be guaranteed that losses will not occur in such circumstances as unforeseen market events and disruptions and execution system issues.
33
Orders may not be executed in a timely and efficient manner due to various circumstances, including, without limitation, trading volume surges or systems failures attributable to the Trading Advisor, the Trading Advisor’s counterparties, brokers, dealers, agents or other service providers. In such event, the Trading Advisor might only be able to acquire or dispose of some, but not all, of the components of such position, or if the overall position were to need adjustment, the Trading Advisor might not be able to make such adjustment. As a result, the Partnership would not be able to achieve the market position selected by the Trading Advisor, which may result in a loss.
Trade Error Risk. The complex execution modalities operated by the Trading Advisor and the speed and volume of trading invariably result in occasional trades being executed which, with the benefit of hindsight, were not required or intended by the execution strategy or occasional trades not being executed when they should have been. To the extent a trade error is caused by counterparty, such as a broker, the Trading Advisor generally, to the extent reasonable and practical, attempts to recover any loss associated with such trade error from such counterparty. To the extent a trade error is caused by the Trading Advisor, a formalized process is in place for the documentation and resolution of such trade errors. Given the volume, diversity and complexity of transactions executed by the Trading Advisor on behalf of the Partnership, investors should assume that trade errors will occur on occasion. If such trade errors result in gains to the Partnership, such gains will generally be retained by the Partnership. However, if a trade error result in losses, they will be borne by the Trading Advisor in accordance with its internal policies unless otherwise determined by the General Partner.
Trading in OTC Markets Will Expose the Partnership to Risks Not Applicable to Trading on Organized Exchanges. The Partnership, through the Trading Company, may engage in OTC derivative transactions, such as: currency forward contracts traded in the interbank market; options on currency forward contracts; and swap transactions.
In general, there is much less governmental regulation and supervision of transactions in the OTC markets than of transactions entered into on organized exchanges. Most of the protections afforded to participants on U.S. and certain non-U.S. exchanges, such as daily price fluctuation limits and the performance guarantee of an exchange clearinghouse, will not be available in connection with OTC transactions.
Consequently, the Partnership will be exposed to greater risk of loss through default than if it confined its trading to organized exchanges.
A portion of the Partnership’s assets may be traded in forward contracts. Such forward contracts are generally not traded on exchanges and are executed directly through forward contract dealers. However, certain forward currency exchange contracts are regulated as swaps by the CFTC and have begun being voluntarily traded on swap execution facilities. Some of these contracts may be required to be centrally cleared by a regulated U.S. clearinghouse, and may be required to be traded on a regulated exchange in the future. There is no limitation on the daily price moves of forward contracts, and a dealer is not required to continue to make markets in such contracts. There have been periods during which forward contract dealers have refused to quote prices for forward contracts or have quoted prices with an unusually wide spread between the bid and asked price. Arrangements to trade forward contracts may therefore experience liquidity problems. The Partnership therefore will be subject to the risk of credit failure or the inability of or refusal of a forward contract dealer to perform with respect to its forward contracts.
When trading currency forward contracts, the Trading Company may hedge the foreign currencies in order to limit the Trading Company’s exposure to fluctuations in exchange rates. However, there is no guarantee that such hedging will be successful.
Enhanced Regulation of the OTC Derivatives Markets. The European Market Infrastructure Regulation (“EMIR”) seeks comprehensively to regulate the OTC derivatives market in Europe including, in particular, imposing mandatory central clearing, trade reporting and, for non-centrally cleared trades, risk management obligations on counterparties. Similarly, the Dodd-Frank Wall Street Reform and
34
Consumer Protection Act (the “Reform Act”), enacted in July 2010, includes provisions that substantially increase the regulation of the OTC derivatives markets. The Reform Act requires that a substantial portion of OTC derivatives must be executed in regulated markets and be submitted for clearing to regulated clearinghouses, subject to margin requirements. OTC derivative dealers are also required to post margin to the clearinghouses through which they clear their customers’ trades instead of using such margin in their operations, as they are allowed to do for uncleared OTC trades. This will further increase the dealers’ costs, which costs may be passed through to other market participants in the form of higher fees and less favorable dealer marks. Although the Reform Act includes limited exemptions from the clearing and margin requirements for so-called “end-users”, the Partnership may not be able to rely on such exemptions. In addition, the OTC derivative dealers with which the Partnership executes the majority of its OTC derivatives will not be able to rely on the end-user exemptions under the Reform Act and therefore such dealers will be subject to clearing and margin requirements notwithstanding whether the Partnership is subject to such requirements. Taken together, these regulatory developments have increased and will continue to increase the OTC derivative dealers’ costs, and these increased costs are generally passed through to other market participants in the form of higher upfront and mark-to-market margin, less favorable trade pricing, and the imposition of new or increased fees, including clearing account maintenance fees.
The CFTC also requires certain derivatives transactions that were previously executed on a bilateral basis in the OTC markets to be executed through a regulated futures or swap exchange or execution facility. Similarly, under EMIR, European regulators may require a substantial proportion of such derivatives transactions to be bought on exchange and/or centrally cleared. The Securities and Exchange Commission (the “SEC”) is also expected to impose similar requirements on certain security-based derivatives in the near future, though it is not yet clear when these parallel SEC requirements will go into effect. Such requirements may make it more difficult and costly for investment funds, including the Partnership and/or the Trading Company, to enter into highly tailored or customized transactions. The overall impact of EMIR and the Reform Act on the Partnership is highly uncertain and it is unclear how the OTC derivatives markets will adapt to these new regulatory regimes.
Exchanges for Physicals/Swaps/Risk. While not a regular practice for the Trading Company, it may in rare instances engage in transactions known as exchanges for physicals (“EFP”), exchanges for swaps (“EFS”), or exchanges for risk/OTC derivatives (“EFR”). An EFP/EFS/EFR is a purchase or sale of a spot commodity/swap/derivative, as applicable, in conjunction with an offsetting sale or purchase of a corresponding futures contract involving the same or equivalent underlying commodity or instrument, without making an open and competitive trade for the futures contract on the exchange. EFPs, EFSs and EFRs are a permitted exception to the general requirement of the Commodity Exchange Act, as amended, that all futures contracts must be competitively executed on an exchange. They are permitted pursuant to the rules of the relevant exchanges, which vary from exchange to exchange. If the EFP, EFS or EFR does not comply with specific exchange requirements, particularly regarding possessing documentation evidencing possession of the underlying commodity or instrument, then the CFTC or the exchange may deem the transaction to be an illegal off-exchange futures contract. In addition, every EFP, EFS or EFR involves the transfer of an underlying commodity or entry into a swap or derivative on a bilateral basis, as applicable, with a counterparty in exchange for a related cleared futures contract. There is, therefore, counterparty credit risk if the counterparty or its clearing member on the futures leg fails to perform. Unlike other futures contracts that are deemed cleared by the clearinghouse upon trade matching or at the end of the business day, futures contracts arising out of EFPs, EFSs or EFRs may, under various clearinghouse rules, not be deemed accepted by the clearinghouse until the next business day.
Options on FuturesContracts May Be More Volatile Than Futures Contracts. The Trading Advisor may trade options on futures contracts. Options are speculative in nature and are highly leveraged. The purchaser of an option risks losing the entire purchase price of the option. The seller (writer) of an option risks losing the difference between the premium received for the option and the price of the underlying futures contract that the writer must purchase upon exercise of the option. Additionally, the seller and writer of the options lose any commissions and fees associated with such transactions. This could subject
35
the writer to unlimited risk in the event of an increase in the price of the contract to be purchased or delivered. Successful trading of options on futures contracts requires a trader to accurately determine near-term market volatility because it often has an immediate impact on the price of outstanding options. Accurate determination of near-term volatility is more important to successful options trading than it is to long-term futures contract trading strategies because such volatility generally does not have as significant an effect on the prices of futures contracts.
Trading on Non-U.S. Exchanges and Markets Will Expose the Partnership to Risks Not Applicable to Trading on U.S.Exchanges and Markets. The Partnership, through the Trading Company, may engage in trading on non-U.S. exchanges and markets. The Partnership will be subject to the risk of fluctuations in the currency exchange rate between the local currency and the U.S. dollar and to the possibility of exchange controls. Trading on such exchanges and markets generally involves other risks not applicable to trading on U.S. exchanges and markets.
For example, such exchanges and markets:
| • | may not provide the same assurances of the integrity (financial and otherwise) of the marketplace and its<br>participants as do U.S. exchanges and markets; |
|---|---|
| • | may exercise less regulatory oversight and supervision over transactions and participants in transactions;<br> |
| --- | --- |
| • | may not afford all participants an equal opportunity to execute trades; |
| --- | --- |
| • | may be subject to a variety of political influences and the possibility of direct governmental intervention;<br> |
| --- | --- |
| • | may have different clearance and settlement procedures for transactions than U.S. exchanges and markets. There<br>have been times when settlement procedures have been unable to keep pace with the volume of transactions on certain exchanges and markets, making it difficult to conduct trades; and |
| --- | --- |
| • | may be “principals’ markets” in which performance is the responsibility only of the member with<br>whom the trader has dealt (the counterparty) rather than the responsibility of an exchange or clearing association. Each transaction on such an exchange or market may subject the Partnership to the risk of the counterparty’s credit failure or<br>inability or refusal to perform its obligations. |
| --- | --- |
Institutional Risks. Institutions, such as the banks and brokers, will have custody of the assets of the Partnership. These firms may encounter financial difficulties that impair the operating capabilities or the capital position of the Partnership, the Trading Company or the General Partner.
Counterparty Risk. The Partnership will be subject to the risk of the inability of counterparties to perform with respect to transactions, particularly uncleared swap and currency forward transactions, whether due to insolvency, bankruptcy or other causes, which could subject the Partnership to substantial losses. In an effort to mitigate such risks, the General Partner and Trading Advisor will attempt to limit transactions to counterparties, which are established, well-capitalized and creditworthy.
Affiliated Parties — Conflicts ofInterest. Under the terms of the Partnership’s Limited Partnership Agreement, the General Partner has the authority to engage trading advisors to make trading decisions for the Partnership. Since the Trading Advisor is an affiliate of the General Partner, the General Partner has a conflict of interest with respect to its responsibilities to manage the Partnership for the benefit of the Limited Partners, and to prevent violations of the Partnership’s trading policies and to monitor for excessive trading by the Trading Advisor. In addition, the General Partner has a conflict of interest with respect to its responsibility to review the trading performance of the Partnership and a disincentive to terminate the advisory relationship between the Trading Advisor and the Partnership. There have been no arm’s-length negotiations with respect to the management and incentive fees that the Trading Advisor will charge the Trading Company or with respect to the other terms of the advisory agreement entered into with the Trading Advisor.
MiFID II. Each of the European Union’s re-cast Markets in Financial Instruments Directive (2014/65/EU) (the “MiFID II Directive”), the delegated and implementing European Union (“EU”) regulations made
36
thereunder, the laws and regulations introduced by Member States of the EU to implement the MiFID II Directive and the EU’s Markets in Financial Instruments Regulation (600/2014) (“MiFIR” and, together with the MiFID II Directive, “MiFID II”) impose new regulatory obligations on the Trading Advisor. These regulatory obligations may impact on, and constrain the implementation of, the investment strategy of the Partnership and lead to increased compliance obligations upon and accrued expenses for the Trading Advisor and/or the Partnership.
Epidemics andPandemics May Lead to Severe Market Disruptions and May Impair the Operational Capabilities of the Trading Advisor, the General Partner and the Partnership’s Service Providers. Since the mid-1990s, the world has seen a number of outbreaks of new viral illnesses of varying severity, including avian flus, Severe Acute Respiratory Syndrome (SARS), Middle East Respiratory Syndrome (MERS), the H1N1 Flu (Swine Flu), and COVID-19 caused by the novel Coronavirus known as SARS–CoV-2. The responses to these outbreaks have varied as has their impact on human health, local economies and the global economy, and it is impossible at the outset of any such outbreak to estimate accurately what the ultimate impact of any such outbreak will be. Protective measures taken by governments and the private sector, including the Trading Advisor and the General Partner, to mitigate the spread of any such illness, including travel restrictions and outright bans, mandatory business closures, quarantines, and work-from-home arrangements, may lead to, or may be expected to lead to, wide spread economic damage, resulting in severe disruptions in the markets in which the Partnership trades and, potentially, adversely affecting the Partnership’s profit potential; and the spread of any such illness within the offices of the Trading Advisor, the General Partner, the Partnership’s service providers, and/or the exchanges and other components of market infrastructure could severely impair the operational capabilities of the Trading Advisor, the General Partner, the Partnership’s service providers or various markets themselves resulting in harm to the Partnership’s business and its operating results.
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. |
|---|
(a) The Partnership may sell Units of Limited Partnership Interests (“Units”) as of the first business day of any calendar month or at such other times as the General Partner may determine. On the first business day of January 2021, February 2021 and March 2021, the Partnership sold Class A Series 1 Units, exclusive of non-cash transfers, to existing and new Limited Partners in the amount of $0 $0 and $0, respectively. On the first business day of January 2021, February 2021 and March 2021, the Partnership sold Class A Series 2 Units, exclusive of non-cash transfers, to existing and new Limited Partners in the amount of $0 $0, and $0, respectively. On the first business day of January 2021, February 2021 and March 2021, the Partnership sold Class B Series 1 Units, exclusive of non-cash transfers, to existing and new Limited Partners in the amount of $139,000, $0 and $0, respectively. On the first business day of January 2021, February 2021 and March 2021, the Partnership sold Class B Series 2 Units, exclusive of non-cash transfers, to existing and new Limited Partners in the amount of $0, $0 and $0, respectively. There were no underwriting discounts or commissions in connection with the sales of the Units described above.
(b) Not applicable.
(c) Pursuant to the Partnership’s Limited Partnership Agreement, a Limited Partner may redeem some or all of its Units as of the last business day of each calendar month at the then current month-end Net Asset Value. The redemption of Units has no impact on the value of Units that remain outstanding, and Units are not reissued once redeemed. The following table summarizes the amount of Units redeemed, exclusive of non-cash transfers, during the three months ended March 2021:
| Class A Units | Class A-2 Units | Class B Units | Class B-2 Units | |||||
|---|---|---|---|---|---|---|---|---|
| Date of Redemption:<br><br><br>(last business day) | AmountRedeemed: | AmountRedeemed: | AmountRedeemed: | AmountRedeemed: | ||||
| January 2021 | $ | 79,513 | $ | 0 | $ | 111,664 | $ | 0 |
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| February 2021 | $ | 878,858 | $ | 0 | $ | 188,822 | $ | 0 |
|---|---|---|---|---|---|---|---|---|
| March 2021 | $ | 1,916,202 | $ | 152,315 | $ | 76,339 | $ | 0 |
| TOTAL | $ | 2,874,573 | $ | 152,315 | $ | 376,825 | $ | 0 |
| Item 3. | Defaults upon Senior Securities. | |||||||
| --- | --- |
None.
| Item 4. | Mine Safety Disclosures. |
|---|
Not Applicable.
| Item 5. | Other Information. |
|---|
None.
| Item 6. | Exhibits. |
|---|
The following exhibits are included herewith:
| Designation | Description |
|---|---|
| 10.4 | Form of Omnibus Selling Agreement between Man Investments (USA) Corp. and Man Investments Inc. |
| 31.1 | Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer |
| 31.2 | Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer |
| 32.1 | Section 1350 Certification of Principal Executive Officer |
| 32.2 | Section 1350 Certification of Principal Financial Officer |
| 101.INS | XBRL Instance Document |
| 101.SCH | XBRL Taxonomy Extension Schema Document |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
The following exhibits are incorporated by reference herein from the exhibits of the same description and number filed on January 28, 2008 with the Partnership’s Registration Statement on Form 10 (Reg. No. 000-53043).
| 3.1 | Certificate of Limited Partnership of Man-AHL Diversified I L.P. |
|---|
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The following exhibit is incorporated by reference herein from the exhibit of the same description and number filed on August 13, 2014, for the quarterly period ended June 30, 2014, with the Partnership’s Quarterly Report on Form 10-Q.
| 10.1 | Form of Trading Advisor Agreement between Man-AHL Diversified Trading Company L.P., Man Investments (USA) Corp. and AHL Partners LLP. |
|---|
The following exhibit is incorporated by reference herein from the exhibit of the same description and number filed on August 14, 2018, for the quarterly period ended June 30, 2018, with the Partnership’s Quarterly Report on Form 10-Q.
| 4.1 | Seventh Amended Limited Partnership Agreement of Man-AHL Diversified I L.P. |
|---|
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EXHIBIT INDEX
| Exhibit Number | Description of Document |
|---|---|
| 10.4 | Form of Omnibus US Selling Agreement between Man Investments (USA) Corp. and Man Investments Inc. |
| 31.1 | Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer |
| 31.2 | Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer |
| 32.1 | Section 1350 Certification of Principal Executive Officer |
| 32.2 | Section 1350 Certification of Principal Financial Officer |
| 101.INS | XBRL Instance Document |
| 101.SCH | XBRL Taxonomy Extension Schema Document |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on May 14, 2021.
| Man-AHL Diversified I L.P. |
|---|
| (Registrant) |
| By: Man Investments (USA) Corp. |
| General Partner |
| By: /s/ Shanta Puchtler |
| President and Principal Executive Officer |
| By: /s/ Colin Bettison |
| Principal Financial Officer |
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EX-10.4
Exhibit 10.4
EXECUTION COPY
OMNIBUS US SELLING AGREEMENT
THIS OMNIBUS US SELLING AGREEMENT (this “Agreement”) is made on November 4, 2020 and is effective as of October 1, 2020 (the “Effective Date”), by and among (1) AHL PARTNERS LLP, a limited liability partnership organized under the laws of England and Wales (“AHL”), (2) FRM INVESTMENT MANAGEMENT (USA) LLC, a Delaware limited liability company (“FRM USA”), (3) GLG LLC, a Delaware limited liability company (“GLG US”), (4) GLG PARTNERS LP, a limited partnership organized under the laws of England and Wales (“GLG UK”), (5) MAN ASSET MANAGEMENT (CAYMAN) LIMITED, a Cayman Islands exempted company (the “Cayman ManCo”), (6) MAN GLOBAL PRIVATE MARKETS (UK) LIMITED, a limited company organized under the laws of England and Wales (“Man GPM UK”), (7) MAN GLOBAL PRIVATE MARKETS (USA) INC., a Delaware corporation (“Man GPM US”), (8) MAN INVESTMENTS (USA) CORP., a Delaware corporation (the “US ManCo”), (9) MAN SOLUTIONS LIMITED, a limited company organized under the laws of England and Wales (“MSL UK”), (10) NUMERIC INVESTORS LLC, a Delaware limited liability company (“Numeric”; and, together with AHL, FRM USA, GLG US, GLG UK, Man GPM UK, Man GPM USA and MSL UK, the “Investment Managers”; the Investment Managers together with the Cayman ManCo and the US ManCo, the “Managers”)), and (11) MAN INVESTMENTS INC., a New York corporation (the “Selling Agent”).
RECITALS
WHEREAS, AHL and the Selling Agent entered into a Selling Agreement dated October 16, 2014, as amended (the “Original AHL Agreement”) which the parties have terminated as of the Effective Date in connection with the parties’ entrance into this Agreement;
WHEREAS, FRM USA and the Selling Agent entered into (i) a Selling Agreement dated July 15, 2016, as amended (the “Original FRM USA MAC Agreement”) and (ii) an Amended and Restated Selling Agreement dated August 17, 2016, as amended (and, together with the Original FRM USA MAC Agreement, the “Original FRM USA Agreements”) which the parties have terminated as of the Effective Date in connection with the parties’ entrance into this Agreement;
WHEREAS, GLG US and the Selling Agent entered into an Amended and Restated Selling Agreement dated June 19, 2015, as amended (the “Original GLG US Agreement”) which the parties have terminated as of the Effective Date in connection with the parties’ entrance into this Agreement;
WHEREAS, GLG UK, the Cayman ManCo and the Selling Agent (along with one other party) entered into a Selling Agreement dated December 7, 2015, as amended (the “Original GLG UK Agreement”) which the parties thereto have terminated as of the Effective Date in connection with the parties’ entrance into this Agreement;
WHEREAS, Man GPM USA and the Selling Agent entered into an Amended and Restated Selling Agreement dated April 25, 2018, as amended (the “Original Man GPM USA Agreement”) which the parties have terminated as of the Effective Date in connection with the parties’ entrance into this Agreement;
WHEREAS, the US ManCo and the Selling Agent entered into a Selling Agreement dated April 1, 2006, as amended (the “Original US ManCo Agreement”) which the parties have terminated as of the Effective Date in connection with the parties’ entrance into this Agreement;
WHEREAS, Numeric and the Selling Agent entered into an Amended and Restated Selling Agreement dated June 23, 2015, as amended (and, together with the Original AHL Agreement, the Original FRM USA Agreements, the Original GLG US Agreement, the Original GLG UK Agreement, the Original Man GPM USA Agreement and the Original US ManCo Agreement, the “Original Selling Agreements”) which the parties have terminated as of the Effective Date in connection with the parties’ entrance into this Agreement;
WHEREAS, each of the Managers may act as investment manager, adviser, sub-adviser, managing member, general partner and/or manager to one or more collective or single investor investment vehicles organized or to be organized to trade and invest in securities, commodity interests, real estate loans and/or other real estate-related assets and/or other financial instruments (the list of which as to AHL is set forth in Schedule A hereto, the list of which as to FRM USA is set forth in Schedule B hereto, the list of which as to GLG US is set forth in Schedule C hereto, the list of which as to GLG UK is set forth in Schedule D hereto, the list of which as to the Cayman ManCo is set forth in Schedule E hereto, the list of which as to Man GPM UK is set forth in Schedule F hereto, the list of which as to Man GPM USA is set forth in Schedule G hereto, the list of which as to the US ManCo is set forth in Schedule H hereto, the list of which as to MSL UK is set forth in Schedule I hereto, the list of which as to Numeric is set forth in Schedule J hereto, as each such schedule may be amended by the respective Manager from time to time by exchange of emails, agreed memoranda or otherwise as agreed between the relevant Manager and the Selling Agent, (such investment vehicles as to each Manager, its “Funds”));
WHEREAS, each Fund offers, sells and issues beneficial ownership interests, limited partnership interests, limited liability company membership interests and/or shares in such Fund (“Interests”) for sale in an offering exempt from registration under the U.S. Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof and Regulation D promulgated thereunder (together, the “Securities Act”), except for such Funds that rely solely on Section 4(a)(2) of the Securities Act and for which no reliance on the “safe harbor” provided by Regulation D may be required;
WHEREAS, each of the Managers is authorized or delegated authority to appoint the Selling Agent to act on behalf of each Fund, as applicable, it being understood that with respect to the Funds to which the Investment Managers provide investment management services through an appointment to such Funds where the Cayman ManCo or the US ManCo serves as general partner, managing member, manager or in a similar capacity, the Cayman ManCo or the US ManCo (and not the Investment Managers) has been authorized or delegated authority by such Funds to appoint the Selling Agent;
WHEREAS, in addition to acting as investment manager, adviser, sub-adviser and/or manager to the Funds, each of the Investment Managers provides investment management, management, sub-advisory and similar services to clients through separately managed accounts and similar structures, mandates and vehicles (collectively, “Managed Accounts”);
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WHEREAS, Rule 206(4)-3 under the U.S. Investment Advisers Act of 1940, as amended (the “Advisers Act”), requires that the payment of compensation for referrals in respect of Managed Accounts be made pursuant to a written agreement; and
WHEREAS, the Selling Agent has agreed to assist, as non-exclusive selling agent, each Manager in the offer and sale to U.S. Persons (as defined below) of Interests in the Funds applicable to such Manager and to refer to each of the Investment Managers’ prospective clients for Managed Accounts on a reasonable efforts basis without any firm underwriting commitment.
AGREEMENT
NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and agreements hereinafter contained, the parties hereto hereby agree as follows:
Section 1. Representations and Warranties of each Manager. Each Manager, as to itself only, represents and warrants to the Selling Agent as follows:
(a) It is duly organized pursuant to and validly existing under the laws of the jurisdiction in which it was formed or organized.
(b) It has full power and authority under applicable law to perform its obligations under this Agreement.
(c) It has duly and validly authorized, executed and delivered this Agreement.
(d) The execution and delivery of this Agreement, the incurrence of the obligations set forth in this Agreement and the consummation of the transactions contemplated herein will not constitute a breach of or default under any instrument by which it is bound or any order, rule or regulation applicable to either of any court or any governmental body or administrative agency having jurisdiction over it.
(e) It has all U.S. federal and state governmental, regulatory and exchange approvals and licenses, and has effected all filings and registrations with U.S. federal and state governmental agencies required to conduct its business and to act as described in this Agreement or required to perform its obligations as described under this Agreement.
(f) It shall notify the Selling Agent promptly if any change occurs which would make any of the above representations inaccurate or incomplete as to itself.
Section 2. Offering and Sale of Interests; Solicitation of Managed Account Clients; Representations, Warranties and Covenants of the Selling Agent.
(a) Appointment. Each Manager hereby appoints the Selling Agent as the non-exclusive selling agent of its respective Funds and as the non-exclusive solicitor for each of the Investment Managers in respect of each such entity’s respective Managed Accounts, in each case during the term of, and subject to, this Agreement.
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(b) Acceptance; Ongoing Services. The Selling Agent hereby accepts the appointment as a non-exclusive selling agent of the Funds during the term herein specified for the purpose of finding acceptable U.S. Person investors for Interests through a private placement pursuant to Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder, to introduce such investors to the Funds and to provide or cause selling agents that provide representations substantially the same as those set forth in Section 2(d) below to provide ongoing services (“Ongoing Services”) to such investors for the duration of their investments in the Funds, including, without limitation, advising investors of the respective net asset values of their Interests and the relevant Funds, advising investors with respect to making additional capital contributions (or capital commitments, as the case may be) to the Funds or withdrawals/redemptions of Interests (if applicable), providing information to investors regarding general market conditions, and such other matters as agreed upon by the parties hereto, as applicable, from time to time. The Selling Agent also hereby accepts the appointment as non-exclusive solicitor for each of the Investment Managers in respect of each such entity’s respective Managed Accounts. It is understood that the Selling Agent has no commitment with regard to the sale of the Interests or solicitation for Managed Accounts other than to use reasonable efforts. It is understood that the Selling Agent’s agreement to use reasonable efforts to find acceptable investors (and/or to clients to invest through a Managed Account) shall not prevent the Selling Agent from acting as a selling agent or underwriter for the securities of other issuers or accounts of other managers (or investment managers, advisers, sub-advisers, managing members and/or general partners) which may be offered or sold during the term hereof. The agency of the Selling Agent hereunder shall continue until the termination of this Agreement. Any sales of Interests made prior to the date hereof by the Selling Agent shall be deemed made pursuant to this Agreement. For purposes of this Agreement, “U.S. Person” means, with respect to any person, any individual or entity that is one or more of the following: (i) a “United States Person” as defined under Regulation S promulgated under the Securities Act; (ii) a person or entity that is not a “Non-United States Person” as defined under Commodity Futures Trading Commission Regulation 4.7; or (iii) a “United States person” under the Internal Revenue Code of 1986, as amended.
(c) Compensation; Suspension of Compensation. As compensation for the Selling Agent’s services hereunder, each Manager will agree on the compensation from time to time payable to the Selling Agent. Compensation payable to the Selling Agent related to the services provided to each Manager hereunder may, at each Manager’s option, discontinue if, at any time, (i) the Selling Agent is not appropriately registered in all capacities necessary to receive such compensation, (ii) the Selling Agent breaches any representation, warranty or covenant contained in this Agreement, or (iii) in the case of Interests only, an uncured Disqualifying Event (as defined below) occurs with respect to any Selling Agent Party (as defined below).
(d) Representations. In connection with the offer and sale of Interests and the provision of Ongoing Services to investors in the Funds as well as in connection with its solicitation of clients for Managed Accounts, the Selling Agent represents that:
| (i) | it and all of its personnel involved in the activities contemplated hereunder have complied and will comply<br>fully with duly authorized instructions and all applicable laws; |
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| (ii) | it and all of its personnel involved in the activities contemplated hereunder have all governmental, regulatory<br>and self-regulatory registrations, approvals, memberships and licenses required to perform its obligations under this Agreement and it will maintain all such registrations, approvals, memberships and licenses during the term of this Agreement;<br> |
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| (iii) | it is validly existing in the state in which it was organized and has full power and authority to perform its<br>obligations under this Agreement; |
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| (iv) | this Agreement has been duly and validly authorized, executed and delivered on its behalf and constitutes its<br>binding and enforceable obligation in accordance with its terms; and |
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| (v) | the execution and delivery of this Agreement, the incurrence of the obligations herein set forth and the<br>consummation of the transactions contemplated herein will not constitute a breach of, or default under, its organizational or charter documents, under any instrument by which it is bound or under any order, rule or regulation applicable to it or any<br>court or any governmental body or administrative agency having jurisdiction over it. |
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The Selling Agent agrees to notify the Manager promptly if any change occurs which would make any of the above representations inaccurate or incomplete.
| (e) | Disqualifying Events. |
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| (i) | The Selling Agent represents that: (A) neither the Selling Agent nor any of its officers, directors,<br>managers, managing members or principals is a person who (1) is subject to a U.S. Securities and Exchange Commission (“SEC”) order issued under Section 203(f) of the Advisers Act, (2) has been convicted within the<br>previous 10 years of any felony or misdemeanor involving conduct described in Section 203(e)(2)(A)-(D) of the Advisers Act, (3) has been found by the SEC to have engaged, or has been convicted of engaging in any of the conduct specified in<br>paragraphs (1), (5) or (6) of Section 203(e) of the Advisers Act, (4) is subject to any order, judgment or decree issued by the SEC pursuant to Section 203(e)(4) of the Advisers Act, or (5) is disqualified by statute from<br>being involved, directly or indirectly, in the private placement of securities, and (B) none of the Selling Agent or any of its directors, executive officers, officers participating in the offering of the Interests, other employees directly or<br>indirectly receiving compensation in respect of the sale of Interests, general partners or managing members, or any directors, executive officers or any other officers participating in the offering of any such general partner or managing member (as<br>each such term is used in SEC Rule 506(d), collectively, “Selling Agent Parties”), is subject to any matters that trigger or would have triggered disqualification under SEC Rule 506(d)(1) during any applicable period set forth<br>therein (each a “Disqualifying Event”). |
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| (ii) | The Selling Agent agrees to provide each Manager and the Funds with prompt notification at any time any Selling<br>Agent Party is subject to a Disqualifying Event. |
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The Selling Agent further agrees that, following receipt of such notice (or upon a Manager or the Funds becoming aware that any Selling Agent Party has become subject to a Disqualifying Event) and at the election of each Manager and the Funds, (A) such Manager (acting itself and/or at the direction of one or more Funds to which it provides services) may terminate this Agreement immediately without prior notice or (B) the Selling Agent shall promptly (1) terminate any such Selling Agent Party that is a natural person, or (2) obtain a waiver to permit such Selling Agent Party to continue to perform roles with respect to the Funds without resulting in the Funds being unable to rely on the exemption from registration under the Securities Act provided by Rule 506 thereunder, and (3) the Selling Agent shall promptly provide each Manager and the Funds with written confirmation that it has taken the steps described in this clause (B). The Selling Agent shall also cooperate fully with the Manager and the Funds to prepare and provide any necessary disclosure to investors in the Funds relating to such Disqualifying Event in compliance with SEC Rule 506(e). The Selling Agent represents and warrants that it has accurately completed the Selling Agent Questionnaire attached hereto as Appendix A and agrees promptly to complete any questionnaires delivered to it periodically by a Manager or the Funds in conjunction with their complying with SEC Rule 506(d).
(f) Eligibility; Suitability. In respect of prospective investors/clients directly solicited by the Selling Agent, the Selling Agent agrees not to solicit investment from or recommend the purchase of Interests or the opening of a Managed Account to any prospective investor/client unless the Selling Agent has reasonable grounds to believe, on the basis of information obtained from the prospective investor/client that such investor, if investing in a Fund, meets the eligibility and suitability requirements of the applicable Fund as stated in the confidential offering memorandum or prospectus of such Fund, as amended (each, a “Memorandum”) and such Fund’s application form or subscription document, or that the client, if investing in a Managed Account, (i) can afford to bear the risks of an investment in such Managed Account, (ii) has sufficient financial knowledge and experience to be capable of evaluating the risks and merits of an investment in such Managed Account, and (iii) otherwise qualifies as an acceptable client with respect to such additional criteria that may be established by the relevant Investment Manager from time to time regarding suitable clients.
(g) ADV Delivery. The Selling Agent agrees that in connection with its solicitation of prospective investors/clients, it will provide (or procure for the provision to) each prospective investor/client with a current copy of each relevant Memorandum for each Fund (if applicable), including all exhibits, attachments and appendices thereto, and a copy of the applicable Investment Manager’s Form ADV, Part 2 and Privacy Notice.
(h) Affiliate Disclosure. The Selling Agent agrees that in connection with its solicitation of prospective clients for Managed Accounts, it will disclose to such client the Selling Agent’s status as an affiliate of each Investment Manager.
(i) Limits on Compensation Source. The Selling Agent shall not accept compensation from any person or entity other than from the applicable Manager or the relevant Fund in respect of the sale of Interests or the opening of a Managed Account with the applicable Investment Manager.
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(j) Use of Agents. If the Selling Agent engages sub-agents to assist it in the sale of Interests or the solicitation of clients for Managed Accounts, the Selling Agent solely shall be responsible for all actions and omissions of and all compensation for any sub-agent. The Selling Agent shall be solely and exclusively responsible for satisfaction of its duties hereunder and for compliance with all legal and regulatory requirements applicable to its activities and the supervision of the activities of its agents, servants, employees, partners and principals.
(k) Marketing Materials; No Authority to Bind. The Selling Agent shall not utilize any solicitation material regarding any Fund or Managed Account except solicitation material approved by such Fund or the applicable Investment Manager or their respective designees. The Selling Agent shall not employ any means of solicitation that violates the terms of the applicable Fund. In performing its services hereunder, the Selling Agent shall have no authority to bind any Manager or any Fund in any way.
(l) Confidentiality. The Selling Agent shall maintain the confidentiality of all information regarding any investor or client disclosed to the Selling Agent by a Manager or a Fund and shall not use or disclose any such information other than to carry out the purposes for which the information is disclosed, including, without limitation, for the Selling Agent to provide Ongoing Services to such investors/clients and for the Selling Agent to carry out its obligations hereunder in the ordinary course of its business.
(m) AML Provisions.
| (i) | Notwithstanding anything to the contrary in this Agreement, the Selling Agent: (A) maintains anti-money<br>laundering policies that comply with the USA PATRIOT Act and applicable U.S. federal anti-money laundering regulations, including steps to verify the identity of prospective investors/clients (“AML Laws, Regulations and Policies”);<br>(B) complies with AML Laws, Regulations and Policies; (C) will promptly deliver to the relevant party notice of any AML Laws, Regulations and Policies violation, suspicious activity, suspicious activity investigation or filed Suspicious<br>Activity Report that relates to any prospective investor for, or purchaser of, Interests; and (D) will cooperate and deliver information reasonably requested by each Manager concerning investors/clients that purchased Interests sold by Selling<br>Agent or contributed to Managed Accounts referred by Selling Agent necessary for the Fund or a Manager, as applicable, to comply with AML Laws, Regulations and Policies. |
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| (ii) | The Selling Agent acknowledges that the administrators of the Funds will be engaged to execute customer<br>identification programs on behalf of each Manager, which responsibilities include collecting and reviewing investor/client identification information, including passports or other government-issued identification; checking names of investors against<br>lists maintained by the U.S. Department of Treasury’s Office of Foreign Assets Control, the European Union and the United Kingdom; and keeping records and making reports related thereto (collectively, the “AML Functions”). The<br>Selling Agent and/or its designees on its behalf shall conduct a review on a periodic basis (scope and timing of such review to be mutually agreed among the parties) of the administrators of the Funds on behalf of the Managers.<br> |
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Section 3. Covenants to Selling Agent.
(a) Each Manager agrees to notify the Selling Agent of any material criminal, civil or administrative proceedings against or involving itself or any Fund or Managed Account which it is delegated or authorized to notify the Selling Agent or of the issuance by any U.S. federal or state regulatory body of any order suspending any of its registration that relates to its role in the operation of a Fund or Managed Account which it acts as general partner, managing member, investment manager, investment adviser or sub-adviser or in a similar capacity, as applicable.
(b) Each Investment Manager will furnish to the Selling Agent a copy of each amendment or supplement to the Memorandum of each Fund to which such Investment Manager provides services and to its Form ADV, Part 2 and Privacy Notice.
(c) Upon the reasonable request of the Selling Agent, each Manager shall provide any documents necessary in connection with the AML Functions to the Selling Agent.
Section 4. Indemnification.
(a) Manager Indemnity. Each Manager severally (and not jointly and severally) shall indemnify, hold harmless and defend the Selling Agent and its employees, principals, stockholders, directors, officers, and agents and their respective successors and assigns (the “Selling Agent Parties”), from and against any loss, liability, claim, demand, damage, cost, and expense, joint or several (including reasonable attorneys’ and accountants’ fees and expenses) (collectively, “Damages”), resulting from a demand, claim, lawsuit, action or proceeding arising out of this Agreement, any selling agreement entered into by the Selling Agent with sub-agents, the offer and sale of Interests in the Funds to which such Manager provides services or the solicitation of any client for or opening of any Managed Account; provided that such Manager shall not indemnify or hold harmless any Selling Agent Party for any Damages relating to, based upon, or arising out of an act or omission by any Selling Agent Party constituting gross negligence or willful misconduct.
(b) Selling Agent Indemnity. The Selling Agent shall indemnify, hold harmless, and defend each Manager and its respective employees, principals, stockholders, directors, officers, and agents and their respective successors and assigns (as to each Manager, the “Manager Parties”) from and against any Damages resulting from a demand, claim, lawsuit, action or proceeding arising out of an act or omission by any Selling Agent Party constituting gross negligence or willful misconduct.
(c) Indemnification Process. In no case shall an indemnifying party be liable under this Agreement with respect to any claim made against any indemnified party unless such indemnifying party shall be notified in writing of the nature of the claim within a reasonable time after the assertion thereof, but failure so to notify such indemnifying party shall not relieve such indemnifying party from any liability which it may have otherwise than on account of this
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Agreement. Such indemnifying party shall be entitled to participate at its own expense in the defense or, if it so elects within a reasonable time after receipt of such notice, to assume the defense of any suit so brought, which defense shall be conducted by counsel chosen by it and satisfactory to the indemnified party or parties, defendant or defendants therein. If such indemnifying party elects to assume the defense of any such suit and retain such counsel, the indemnifying party or parties, defendant or defendants in the suit, shall bear the fees and expenses of any additional counsel thereafter retained by it or them.
(d) Interpretation. The foregoing agreements of indemnity shall be in addition to, and shall in no respect limit or restrict, any other remedies which may be available to an indemnified party. With respect to any Fund, the foregoing indemnity provisions shall not increase the liability of any investor to a Fund beyond the amount of such investor’s capital and profits (exclusive of distributions or other returns of capital, including redemptions). Under no circumstances shall any party be liable for any special, incidental, exemplary, consequential, punitive, lost profits or indirect damages.
Section 5. Status of Parties. In selling Interests in each Fund or Managed Account for a Manager, the Selling Agent is acting solely as independent agent and not as principal.
Section 6. Term and Termination.
(a) Term. The term of this Agreement shall commence upon the Effective Date and shall terminate as hereinafter provided.
(b) Additions. Each of the parties hereto acknowledges and agrees that: (i) a new Manager may be added as a party to this Agreement from time to time by entering into a joinder to this Agreement (any such addition, an “Addition”), in a form substantially similar to the form of joinder agreement attached hereto as Appendix B; and (ii) upon any such Addition, such terms appended to and/or contained in the relevant joinder agreement be incorporated into this Agreement with respect to the new Manager.
(c) Termination.
(i) This Agreement may be terminated at any time in its entirety upon the consent of the parties hereto.
(ii) This Agreement may be terminated by the Selling Agent, upon 30 calendar days’ prior written notice to the other parties.
(iii) This Agreement may be terminated by a Manager with respect to that Manager in accordance with Section 6(d).
(d) Manager Terminations. Each of the parties hereto acknowledges and agrees that: (i) from time to time each Manager may terminate its respective appointment of the Selling Agent pursuant to this Agreement as to such Manager’s Funds and/or Managed Accounts (as applicable) by written notice to the other parties hereto (any such termination, a “Manager Termination”); and (ii) upon any such Manager Termination, this Agreement shall remain in full force and effect with respect to all remaining parties in their relevant capacities and, subject to the survival provision
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set forth in Section 6(e), this Agreement shall automatically terminate with respect to the relevant Manager’s appointment of the Selling Agent (but solely to the extent that, upon the effect of such Manager Termination, such Manager party shall no longer be a Manager for purposes hereof and the Selling Agent’s appointment shall be so terminated) with effect from the date set forth in such terminating Manager’s Manager Termination.
(e) Survival. The following provisions will survive the termination of this Agreement: Sections 2(c), 2(l), 4, 6(e), 10, 11, 12 and 14.
Section 7. Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto with respect to the matters referred to herein, and no other agreement, verbal or otherwise, shall be binding as between the parties unless it shall be in writing and signed by the party against whom enforcement is sought. This Agreement shall supersede, with respect to the terms and conditions related to the provision of services by the Selling Agent to the Managers with respect to U.S. Persons, any other agreement between the relevant Manager and the Selling Agent (including, without limitation, the Original Selling Agreements).
Section 8. Headings. Headings to sections and subsections in this Agreement are for the convenience of the parties only and are not intended to be a part of or to affect the meaning of interpretation hereof.
Section 9. Amendment; Waiver. This Agreement shall not be amended except by a writing signed by the parties hereto. No waiver of any provision of this Agreement shall be implied from any course of dealing between the parties hereto or from any failure by any party hereto to assert its rights hereunder on any occasion or series of occasions.
Section 10. Notices. Any notice required or desired to be delivered under this Agreement shall be in writing and shall be delivered by courier service, postage prepaid mail, telecopy, telex, telegram or other similar means and shall be effective upon actual receipt by the party to which such notice shall be directed, addressed as set forth below (or to such other address as the party entitled to notice shall hereafter designate in accordance with the terms hereof):
if to AHL, GLG UK, Man GPM UK or MSL UK:
Riverbank House
2 Swan Lane
London EC4R 3AD
United Kingdom
Attention: Group Legal
if to FRM USA, GLG US, Man GPM USA, the US ManCo, Numeric or the Selling Agent:
452 Fifth Avenue, 27th Floor
New York, NY 10018
U.S.A.
Attention: U.S. Legal
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if to the Cayman ManCo:
Fidelity Financial Centre, 2nd Floor
West Bay Road
PO Box 2427
Grand Cayman KY1-1105
Cayman Islands
Attention: The Directors
Section 11. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law.
Section 12. Consent to Jurisdiction. The parties hereto agree that any action or proceeding arising directly, indirectly, or otherwise in connection with, out of, related to, or from this Agreement, any breach hereof, or any transaction covered hereby, shall be resolved within the City of New York and State of New York. Accordingly, the parties consent and submit to the non-exclusive jurisdiction of the federal and state courts located within the City of New York and State of New York.
Section 13. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
Section 14. Miscellaneous. This Agreement shall inure to the benefit of and be binding upon the parties hereto and such parties’ respective successors to the extent provided herein. This Agreement and the conditions and provisions hereof are intended to be and are for the sole and exclusive benefit of the parties hereto and their respective successors, assigns and controlling persons and parties indemnified hereunder, and for the benefit of no other person, firm or entity. Notwithstanding the foregoing, this Agreement may not be assigned or delegated by a Manager without the prior written consent of the Selling Agent and may not be assigned or delegated by the Selling Agent without the prior written consent of the other parties. No purchaser of (or investor holding) an Interest or direct or indirect client that has directly or indirectly contributed funds into a Managed Account shall be considered to be a successor or assign solely on the basis of such purchase (holding) or contribution.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, this Agreement has been executed for and on behalf of the undersigned as of the date first above written.
| MANAGERS: | |
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| AHL PARTNERS LLP | |
| By: Man Investments Limited, Its Managing Member | |
| By: | /s/ Aurelia Bonfanti /s/ Choon Tan |
| Name: Aurelia Bonfanti Choon Tan | |
| Title: Authorised Signatory Authorised Signatory | |
| FRM INVESTMENT MANAGEMENT (USA) LLC | |
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| By: | /s/ Lisa Munoz |
| Name: Lisa Munoz | |
| Title: Assistant Secretary | |
| GLG LLC | |
| --- | --- |
| By: | /s/ Nancy Lynch |
| Name: Nancy Lynch | |
| Title: Assistant Secretary | |
| GLG PARTNERS LP | |
| --- | --- |
| By: GLG Partners Limited,<br>Its General Partner | |
| By: | /s/ Czaf Ali /s/<br>Suzy Davies |
| Name: Czaf Ali Suzy Davies | |
| Title: Authorised Signatory Authorised Signatory | |
| MAN ASSET MANAGEMENT (CAYMAN) LIMITED | |
| --- | --- |
| By: | /s/ Russell Burt |
| Name: Russell Burt | |
| Title: Director |
[SIGNATURE PAGE TO OMNIBUS US SELLING AGREEMENT]
| MAN GLOBAL PRIVATE MARKETS (UK) LIMITED | |
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| By: | /s/ Tania Cruickshank |
| Name: | Tania Cruickshank |
| Title: | Director |
| MAN GLOBAL PRIVATE MARKETS (USA) INC. | |
| By: | /s/ Kaitlin Carroll |
| Name: | Kaitlin Carroll |
| Title: | Assistant Secretary |
| MAN INVESTMENTS (USA) CORP. | |
| By: | /s/ Solomon Kuckelman |
| Name: | Solomon Kuckelman |
| Title: | Secretary |
| MAN SOLUTIONS LIMITED | |
| By: | /s/ Tania Cruickshank |
| Name: | Tania Cruickshank |
| Title: | Director |
| NUMERIC INVESTORS LLC | |
| By: | /s/ Catherine Yang |
| Name: | Catherine Yang |
| Title: | Assistant Secretary |
| SELLING AGENT: | |
| MAN INVESTMENTS INC. | |
| By: | /s/ Eric Burl |
| Name: | Eric Burl |
| Title: | President |
[SIGNATURE PAGE TO OMNIBUS US SELLING AGREEMENT]
SCHEDULE A
List of AHL Funds
As of October 1, 2020
All Funds offered to U.S. Persons for which AHL acts as investment manager, investment advisor, investment sub-advisor or in a similar capacity whether presently or in the future (except those Funds for which the Cayman ManCo or the US ManCo has separately appointed the Selling Agent as set out in Schedule E or Schedule H, respectively, hereof).
SCHEDULE B
List of FRM USA Funds
As of October 1, 2020
All Funds offered to U.S. Persons for which FRM USA acts as investment manager, investment advisor, investment sub-advisor or in a similar capacity whether presently or in the future (except those Funds for which the US ManCo has separately appointed the Selling Agent as set out in Schedule H hereof).
SCHEDULE C
List of GLG US Funds
As of October 1, 2020
All Funds offered to U.S. Persons for which GLG US acts as investment manager, investment advisor, investment sub-advisor or in a similar capacity whether presently or in the future (except those Funds for which the US ManCo has separately appointed the Selling Agent as set out in Schedule H hereof).
SCHEDULE D
List of GLG UK Funds
As of October 1, 2020
All Funds offered to U.S. Persons for which GLG UK acts as investment manager, investment advisor, investment sub-advisor or in a similar capacity whether presently or in the future (except those Funds for which the Cayman ManCo or the US ManCo has separately appointed the Selling Agent as set out in Schedule E or Schedule H, respectively, hereof).
SCHEDULE E
List of Cayman ManCo Funds
As of October 1, 2020
All Funds offered to U.S. Persons for which the Cayman ManCo acts as manager or in a similar capacity whether presently or in the future.
SCHEDULE F
List of Man GPM UK Funds
As of October 1, 2020
All Funds offered to U.S. Persons for which man Man GPM UK acts as investment manager, investment advisor, investment sub-advisor or in a similar capacity whether presently or in the future (except those Funds for which the Cayman ManCo or the US ManCo has separately appointed the Selling Agent as set out in Schedule E or Schedule H, respectively, hereof).
SCHEDULE G
List ofMan GPM US Funds
As of October 1, 2020
All Funds offered to U.S. Persons for which Man GPM US acts as investment manager, investment advisor, investment sub-advisor or in a similar capacity whether presently or in the future (except those Funds for which the Cayman ManCo or the US ManCo has separately appointed the Selling Agent as set out in Schedule E or Schedule H, respectively, hereof).
SCHEDULE H
List of US ManCo Funds
As of October 1, 2020
All Funds offered to U.S. Persons for which the US ManCo acts as general partner, managing member, manager or in a similar capacity whether presently or in the future.
SCHEDULE I
List ofMSL UK Funds
As of October 1, 2020
All Funds offered to U.S. Persons for which man MSL UK acts as investment manager, investment advisor, investment sub-advisor or in a similar capacity whether presently or in the future (except those Funds for which the Cayman ManCo or the US ManCo has separately appointed the Selling Agent as set out in Schedule E or Schedule H, respectively, hereof).
SCHEDULE J
List of Numeric Funds
As of October 1, 2020
All Funds offered to U.S. Persons for which Numeric acts as investment manager, investment advisor, investment sub-advisor or in a similar capacity whether presently or in the future (except those Funds for which the US ManCo has separately appointed the Selling Agent as set out in Schedule H hereof).
APPENDIX A
SEC Rule 506(d) Selling Agent Questionnaire for the Selling Agent
Basis for Response; Amending Responses. Please answer every question. Please immediately advise each of the Managers (as defined in the Omnibus US Selling Agreement entered into by and among AHL Partners LLP, FRM Investment Management (USA) LLC, GLG LLC, GLG Partners LP, Man Asset Management (Cayman) Limited, Man Global Private Markets (UK) Limited, Man Global Private Markets (USA) Inc., Man Investments (USA) Corp., Man Solutions Limited, Numeric Investors LLC and Man Investments Inc. dated as of November 4, 2020, as amended) by telephone or email if there is any change in the information set forth herein after you have completed this questionnaire.
Attachments. Please feel free to attach extra pages as necessary. Please reference the question to which any attachment relates.
All responses should be made in respect of (i) the selling agent, (ii) its directors, executive officers^1^ and any other officers participating in the offering^2^ of interests in any fund advised by a Manager, (iii) any general partner or managingmember of the selling agent, (iv) any directors, executive officers and any other officers participating in such offering of any such general partner or managing member of the selling agent and (v) any other employee of the selling agentor such affiliates who has directly or indirectly received or will directly or indirectly receive remuneration in respect of such offering.
(a) Have you^3^, within the last ten (10) years, been convicted of a felony or misdemeanor, in the United States, (i) in connection with the purchase or sale of any security, (ii) involving the making of any false filing with the U.S. Securities and Exchange Commission (the “SEC”) or (iii) arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities?
Yes ______ No __X__
If your response to question a. is “yes,” please explain. In your explanation, please include (i) the jurisdiction in which the conviction occurred, (ii) the nature of the offense, (iii) the nature of the conviction (i.e. felony or misdemeanor), (iv) the date of the conviction and (v) the sentence received.
| ^1^ | The term “executive officer” means the president, any vice president in charge of a principal<br>business unit, division or function (such as sales, administration or finance), any other officer who performs a policy making function, or any other person who performs similar policy making functions. Executive officers of subsidiaries may be<br>deemed executive officers of the selling agent if they perform such policy making functions for the selling agent. |
|---|---|
| ^2^ | The term “participating in the offering” can encompass, but is not limited to, activities such<br>as participation or involvement in due diligence activities related to the offering, involvement in the preparation of disclosure documents, and communications with the issuer, prospective investors or other offering participants. Whether activities<br>are considered participating in the offering is a question of fact. |
| --- | --- |
| ^3^ | The term “you” means (i) the selling agent (ii) its directors, executive officers<br>and any other officers participating in the offering of interests in any fund advised by the Managers, (iii) any general partner or managing member of the selling agent, (iv) any directors, executive officers and any other officers<br>participating in such offering of any such general partner or managing member of the selling agent and (v) any other employee of the selling agent or such affiliates who has directly or indirectly received or will directly or indirectly receive<br>remuneration in respect of such offering. |
| --- | --- |
A-1
(b) Are you currently subject to any order, judgment or decree of any court of competent jurisdiction, entered in the last five (5) years, that restrains or enjoins you from engaging in any conduct or practice (i) in connection with the purchase or sale of any security, (ii) involving the making of a false filing with the SEC or (iii) arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities?
Yes ______ No __X__
If your response to question b. is “yes,” please explain. In your explanation, please include (i) the jurisdiction in which the court injunction or restraining order was issued, (ii) the nature of the offense, (iii) the date the injunction or restraining order was issued and (iv) the dates during which the injunction or restraining order is in effect.
(c) Are you currently subject to a final order^4^ of a State securities commission (or an agency or officer of a State performing like functions), a State authority that supervises or examines banks, savings associations, or credit unions, a State insurance commission (or an agency or officer of a State performing like functions), an appropriate Federal banking agency, the National Credit Union Administration, or the U.S. Commodity Futures Trading Commission, that—
| (i) | bars you from (A) association with an entity regulated by such commission, authority, agency, or officer;<br>(B) engaging in the business of securities, insurance, or banking; or (C) engaging in savings association or credit union activities; or |
|---|---|
| (ii) | constitutes a final order based on a violation of any law or regulation that prohibits fraudulent,<br>manipulative, or deceptive conduct within the last ten (10) years? |
| --- | --- |
Yes ______ No __X__
If your response to question c. is “yes,” please explain. In your explanation, please provide (i) the authority that issued the final order, (ii) the nature of the offense, (iii) the date the final order was issued and (iv) the dates during which the final order is in effect.
(d) Are you currently subject to an order of the SEC pursuant to Section 15(b) or 15B(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or Section 203(e) or (f) of the Investment Advisers Act of 1940, as amended (the “Advisers Act”) that (i) suspends or revokes your registration as a broker, dealer, municipal securities dealer or investment adviser, (ii) places limitations on your activities, functions or operations, or (iii) bars you from being associated with any entity or from participating in the offering of any penny stock?
Yes ______ No __X__
| ^4^ | The term “final order” means a written directive or declaratory statement issued by a federal<br>or State agency pursuant to applicable statutory authority and procedures, that constitutes a final disposition or action by that federal or State agency. A final order may still be subject to appeal and otherwise meet this definition.<br> |
|---|
A-2
If your response to question d. is “yes,” please explain. Please include in your explanation (i) the nature of the offense, (ii) the date of the order and (iii) the dates during which the order is in effect.
(e) Are you currently subject to any order of the SEC, entered in the last five (5) years, that orders you to cease and desist from committing or causing a violation or future violation of (i) any scienter-based anti-fraud provision of the federal securities laws (including without limitation Section 17(a)(1) of the Securities Act of 1933, as amended (the “Securities Act”) Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, Section 15(c)(1) of the Exchange Act and Section 206(1) of the Advisers Act, or any other rule or regulation thereunder) or (b) Section 5 of the Securities Act?
Yes ______ No __X__
If your response to question e. is “yes,” please explain. Please include in your explanation (i) the nature of the offense, (ii) the date of the order and (iii) the dates during which the order is in effect.
(f) Are you currently suspended or expelled from membership in, or suspended or barred from association with a member of, a securities self-regulatory organization^5^ for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade?
Yes ______ No __X__
If your response to question f. is “yes,” please explain. In your explanation, please provide (i) the organization from which you were suspended or expelled, (ii) the nature of the offense and (iii) the dates of suspension or expulsion.
(g) Have you filed as a registrant or issuer, or have you been named as an underwriter in, a registration statement or Regulation A offering statement filed with the SEC that, within the last five (5) years, (i) was the subject of a refusal order, stop order, or order suspending the Regulation A exemption or (ii) is currently the subject of an investigation or a proceeding to determine whether such a stop order or suspension order should be issued?
Yes _____ No __X__
If your response to question g. is “yes,” please explain. In your explanation, please include (i) the nature of the offense and (ii) if applicable, the date of the order.
| ^5^ | The term “self-regulatory organization” means a registered national securities exchange<br>or registered national or affiliated securities association. |
|---|
A-3
(h) Are you subject to (i) a United States Postal Service false representation order entered into within the last five (5) years, or (ii) a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations?
Yes ______ No __X__
If your response to question h. is “yes,” please explain. In your explanation, please include (i) the nature of the offense and (ii) the date of the order or preliminary injunction
(i) from disqualification under Rule 506(d) either (i) from the SEC or (ii) from the court or regulatory authority that entered the relevant order, judgment or decree?
Yes ______ No __X__
If your response to question i. is “yes,” please explain. In your explanation, please include(i) the party which granted such waiver and (ii) the date such waiver was granted.
The undersigned confirms that the foregoing statements are true, correct and complete. The undersigned understands and agrees that the foregoing responses, as completed by the undersigned, and the undersigned s further communication regarding the matters contemplated herein, will be relied upon by the issuer in connection with filings with the SEC.
| Dated: November 4, 2020 | |
|---|---|
| MAN INVESTMENTS INC. | |
| By: | /s/ Eric Burl |
| Name: Eric Burl | |
| Title: President |
A-4
APPENDIX B
Form of Joinder Agreement
[Insert Date]
| RE: | Joinder Agreement to the Omnibus US Selling Agreement dated as of November 4, 2020 entered into by andamong AHL Partners LLP, FRM Investment Management (USA) LLC, GLG LLC, GLG Partners LP, Man Asset Management (Cayman) Limited, Man Global Private Markets (UK) Limited, Man Global Private Markets (USA) Inc., Man Investment (USA) Corp., Man SolutionsLimited, Numeric Investors LLC, and Man Investments Inc., as amended (the “Selling Agreement”) |
|---|
Ladies and Gentlemen:
By execution of this Joinder Agreement, the undersigned agrees that, pursuant to Section 6(b) of the Selling Agreement, the undersigned agrees to become a party to the Selling Agreement as a Manager on the terms thereof with respect to its Funds and its Managed Accounts (as applicable), to appoint the Selling Agent with respect thereto on the terms of the Selling Agreement, and be bound in all respects by the terms and provisions of the Selling Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Selling Agreement.
The undersigned has executed this Joinder Agreement as of the date first written above with effect as of [•].
| [Insert Name of Joining Party] | |
|---|---|
| By: | |
| Name: | |
| Title: |
Acknowledging and agreeing as of the date hereof to its appointment as Selling Agent with respect to such Manager, such Manager’s Funds and Managed Accounts (as applicable):
| MAN INVESTMENTS INC. | |
|---|---|
| By: | |
| Name: | |
| Title: |
EX-31.1
Exhibit 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
I, Shanta Puchtler, certify that:
I have reviewed this annual report on Form 10-Q of Man-AHL Diversified I L.P. (“registrant”);
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
- The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting
| By: | /s/ Shanta Puchtler |
|---|---|
| Shanta Puchtler | |
| President, Principal Executive Officer of Man Investments (USA) Corp., | |
| the General Partner of the Partnership | |
| May 14, 2021 |
EX-31.2
Exhibit 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
I, Colin Bettison, certify that:
I have reviewed this annual report on Form 10-Q of Man-AHL Diversified I L.P. (“registrant”);
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
- The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| By: | /s/ Colin Bettison |
|---|---|
| Colin Bettison | |
| Co-Principal Financial Officer<br>of Man Investments (USA) Corp., | |
| the General Partner of the Partnership | |
| May 14, 2021 |
EX-32.1
Exhibit 32.1
CERTIFICATION PURSUANT TO
SECTION 1350 OF CHAPTER 63 OF TITLE 18 OF THE UNITED STATES CODE
I, Shanta Puchtler, the President and Principal Executive Officer of Man Investments (USA) Corp., the general partner of Man-AHL Diversified I L.P. (the “Partnership”), certify that (i) the Annual Report of the Partnership on Form 10-Q for the period ending March 31, 2021 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in such Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
Date: May 14, 2021
| By: | /s/ Shanta Puchtler |
|---|---|
| Shanta Puchtler<br> <br>President, Principal<br>Executive Officer of Man Investments (USA) Corp., the General Partner of the Partnership |
EX-32.2
Exhibit 32.2
CERTIFICATION PURSUANT TO
SECTION 1350 OF CHAPTER 63 OF TITLE 18 OF THE UNITED STATES CODE
I, Colin Bettison, Principal Financial Officer of Man Investments (USA) Corp. in its capacity as the general partner of Man-AHL Diversified I L.P. (the “Partnership”), certify that (i) the Annual Report of the Partnership on Form 10-Q for the period ending March 31, 2021 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in such Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
Date: May 14, 2021
| By: | /s/ Colin Bettison |
|---|---|
| Colin Bettison | |
| Principal Financial Officer of Man Investments (USA) Corp. | |
| the General Partner of the Partnership |