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MAN AHL DIVERSIFIED I LP - Quarter Report: 2013 September (Form 10-Q)

Form 10-Q
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 10-Q

 

 

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2013

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 charter)

 

 

 

Delaware   06-1496634

(State or other jurisdiction of

incorporation or organization)

 

(IRS Employer

Identification No.)

 

c/o Man Investments (USA) Corp.  
452 5th Avenue, 25th Floor  
New York, NY   10018
(Address of principal executive offices)   (Zip Code)

(212) 649-6600

(Registrant’s telephone number, including area code)

 

 

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  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large Accelerated Filer   ¨    Accelerated Filer   ¨
Non-Accelerated Filer   x      Smaller reporting company   ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

 

 

 


Table of Contents

    

PART I—FINANCIAL INFORMATION

 

ITEM 1. Financial Statements.

Man-AHL Diversified I L.P.

 

STATEMENTS OF FINANCIAL CONDITION (a)

     3   

STATEMENTS OF OPERATIONS (b)

     4   

STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL (c)

     5   

STATEMENTS OF CASH FLOWS (c)

     6   

NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)

     7   

 

(a) At September 30, 2013 (unaudited) and December 31, 2012
(b) For the three months ended September 30, 2013 and 2012 (unaudited) and for the nine months ended September 30, 2013 and 2012 (unaudited)
(c) For the nine months ended September 30, 2013 and 2012 (unaudited)

 

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MAN-AHL DIVERSIFIED I L.P.

(A Delaware Limited Partnership)

STATEMENTS OF FINANCIAL CONDITION

 

     September 30, 2013         
     (Unaudited)      December 31, 2012  

ASSETS

     

Investment in Man-AHL Diversified Trading Company L.P.

   $ 234,296,018       $ 379,350,987   

Due from Man-AHL Diversified Trading Company L.P.

     11,923,477         21,770,073   

Cash

     647,000         961,791   
  

 

 

    

 

 

 

Total

   $ 246,866,495       $ 402,082,851   
  

 

 

    

 

 

 

LIABILITIES AND PARTNERS’ CAPITAL

     

LIABILITIES:

     

Redemptions payable

   $ 10,774,878       $ 20,073,796   

Subscriptions received in advance

     647,000         916,841   

Management fees payable

     597,217         965,924   

Servicing fees payable

     303,036         492,005   

Accrued expenses and other liabilities

     248,346         283,298   
  

 

 

    

 

 

 

Total liabilities

     12,570,477         22,731,864   
  

 

 

    

 

 

 

PARTNERS’ CAPITAL:

     

General Partner—Class A Series 1 (186.37 unit equivalents outstanding at September 30, 2013 and December 31, 2012)

     477,298         537,590   

Limited Partners—Class A Series 1 (63,289.98 and 89,732.52 units outstanding at September 30, 2013 and December 31, 2012, respectively)

     162,083,947         258,830,984   

Limited Partners—Class A Series 2 (7,369.84 and 11,009.49 units outstanding at September 30, 2013 and December 31, 2012, respectively)

     19,969,954         33,286,088   

Limited Partners—Class B Series 1 (19,972.90 and 27,119.07 units outstanding at September 30, 2013 and December 31, 2012, respectively)

     51,150,183         78,224,406   

Limited Partners—Class B Series 2 (226.83 and 2,802.10 units outstanding at September 30, 2013 and December 31, 2012, respectively)

     614,636         8,471,919   
  

 

 

    

 

 

 

Total partners’ capital

     234,296,018         379,350,987   
  

 

 

    

 

 

 

Total liabilities and partners’ capital

   $ 246,866,495       $ 402,082,851   
  

 

 

    

 

 

 

NET ASSET VALUE PER OUTSTANDING UNIT OF PARTNERSHIP INTEREST—CLASS A Series 1

   $ 2,560.97       $ 2,884.47   
  

 

 

    

 

 

 

NET ASSET VALUE PER OUTSTANDING UNIT OF PARTNERSHIP INTEREST—CLASS A Series 2

   $ 2,709.69       $ 3,023.40   
  

 

 

    

 

 

 

NET ASSET VALUE PER OUTSTANDING UNIT OF PARTNERSHIP INTEREST—CLASS B Series 1

   $ 2,560.98       $ 2,884.48   
  

 

 

    

 

 

 

NET ASSET VALUE PER OUTSTANDING UNIT OF PARTNERSHIP INTEREST—CLASS B Series 2

   $ 2,709.71       $ 3,023.42   
  

 

 

    

 

 

 

See accompanying notes and attached financial statements of Man-AHL Diversified Trading Company L.P.

 

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MAN-AHL DIVERSIFIED I L.P.

(A Delaware Limited Partnership)

STATEMENTS OF OPERATIONS (UNAUDITED)

 

    For the three months ended
September 30,
    For the nine months ended
September 30,
 
    2013     2012     2013     2012  

NET INVESTMENT LOSS ALLOCATED FROM MAN-AHL DIVERSIFIED TRADING COMPANY L.P.:

       

Interest income

  $ 108,348      $ 68,467      $ 212,089      $ 215,732   

Brokerage commissions

    (210,774     (211,808     (655,145     (559,288

Other expenses

    (216,339     (175,140     (412,623     (388,941
 

 

 

   

 

 

   

 

 

   

 

 

 

Net investment loss allocated from Man-AHL Diversified Trading Company L.P.

    (318,765     (318,481     (855,679     (732,497
 

 

 

   

 

 

   

 

 

   

 

 

 

PARTNERSHIP EXPENSES:

       

Management fees

    1,968,379        3,345,744        7,172,368        10,750,595   

Servicing fees

    998,671        1,706,394        3,645,387        5,484,161   

Administration fees

    104,418        146,892        337,533        468,183   

Professional fees

    60,000        60,206        170,000        184,731   

Other expenses

    39,980        38,810        126,915        81,696   
 

 

 

   

 

 

   

 

 

   

 

 

 

Total expenses

    3,171,448        5,298,046        11,452,203        16,969,366   
 

 

 

   

 

 

   

 

 

   

 

 

 

Net investment loss

    (3,490,213     (5,616,527     (12,307,882     (17,701,863
 

 

 

   

 

 

   

 

 

   

 

 

 

REALIZED AND UNREALIZED GAINS (LOSSES) ON TRADING ACTIVITIES ALLOCATED FROM MAN-AHL DIVERSIFIED TRADING COMPANY L.P.:

       

Net realized trading losses on closed contracts/agreements and foreign currency transactions

    (11,013,653     (2,756,418     (8,351,884     (7,237,672

Net change in unrealized trading gains (losses) on open contracts/agreeements and translation of foreign currency

    (3,875,264     9,614,412        (11,009,497     (9,908,493
 

 

 

   

 

 

   

 

 

   

 

 

 

Net gains (losses) on trading activities allocated from Man-AHL Diversified Trading Company L.P.

    (14,888,917     6,857,994        (19,361,381     (17,146,165
 

 

 

   

 

 

   

 

 

   

 

 

 

NET INCOME (LOSS)

  $ (18,379,130   $ 1,241,467      $ (31,669,263   $ (34,848,028
 

 

 

   

 

 

   

 

 

   

 

 

 

NET INCOME (LOSS) PER UNIT OF PARTNERSHIP INTEREST
(based on weighted average units outstanding during the period)

       

CLASS A Series 1

  $ (180.53   $ 3.66   $ (289.02   $ (216.43 )* 
 

 

 

   

 

 

   

 

 

   

 

 

 

CLASS A Series 2

  $ (182.11   $ 13.45   $ (198.48   $ (195.20 )* 
 

 

 

   

 

 

   

 

 

   

 

 

 

CLASS B Series 1

  $ (180.53   $ 3.66   $ (302.13   $ (216.43 )* 
 

 

 

   

 

 

   

 

 

   

 

 

 

CLASS B Series 2

  $ (179.93   $ 13.45   $ 442.74      $ (195.19 )* 
 

 

 

   

 

 

   

 

 

   

 

 

 

WEIGHTED AVERAGE NUMBER OF UNITS OUTSTANDING DURING THE PERIOD

       

CLASS A Series 1

    70,406.39          79,271.91     
 

 

 

     

 

 

   

CLASS A Series 2

    8,064.95          9,080.06     
 

 

 

     

 

 

   

CLASS B Series 1

    23,027.29          24,961.60     
 

 

 

     

 

 

   

CLASS B Series 2

    239.93          1,323.74     
 

 

 

     

 

 

   

 

* Based on change in net asset value per unit from the beginning of the period to the end of the period.

See accompanying notes and attached financial statements of Man-AHL Diversified Trading Company L.P.

 

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MAN-AHL DIVERSIFIED I L.P.

(A Delaware Limited Partnership)

STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 and 2012 (UNAUDITED)

 

    CLASS A Series 1     CLASS A Series 2     CLASS B Series 1     CLASS B Series 2     TOTAL  
    Limited     General     Limited     Limited     Limited              
    Partners     Partner     Partners     Partners     Partners              
    Amount     Units     Amount     Units     Amount     Units     Amount     Units     Amount     Units     Amount     Units  

PARTNERS’ CAPITAL

                       

January 1, 2013

  $ 258,830,984        89,733      $ 537,590        186      $ 33,286,088        11,009      $ 78,224,406        27,119      $ 8,471,919        2,802      $ 379,350,987        130,849   

Subscriptions

    6,459,076        2,197        —          —          3,000,000        1,037        2,841,638        986        —          —          12,300,714        4,220   

Redemptions

    (80,354,861     (28,640     —          —          (14,513,961     (4,676     (22,374,243     (8,132     (8,443,355     (2,575     (125,686,420     (44,023

Net income (loss)

    (22,851,251     —          (60,292     —          (1,802,173     —          (7,541,618     —          586,071        —          (31,669,263     —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

PARTNERS’ CAPITAL

                       

September 30, 2013

  $ 162,083,948        63,290      $ 477,298        186      $ 19,969,954        7,370      $ 51,150,183        19,973      $ 614,635        227      $ 234,296,018        91,046   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

PARTNERS’ CAPITAL

                       

January 1, 2012

  $ 356,053,748        112,537      $ 589,665        186      $ 51,848,998        15,832      $ 105,727,713        33,417      $ 13,445,739        4,106      $ 527,665,863        166,078   

Subscriptions

    29,840,230        9,630        —          —          4,825,000        1,565        14,196,949        4,583        405,000        125        49,267,179        15,903   

Redemptions

    (70,035,464     (23,170     —          —          (13,826,829     (4,399     (25,255,198     (8,324     (3,718,337     (1,175     (112,835,828     (37,068

Net loss

    (24,069,153     —          (40,337     —          (2,816,630     —          (7,201,847     —          (720,061     —          (34,848,028     —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

PARTNERS’ CAPITAL

                       

September 30, 2012

  $ 291,789,361        98,997      $ 549,328        186      $ 40,030,539        12,998      $ 87,467,617        29,676      $ 9,412,341        3,056      $ 429,249,186        144,913   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

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.

 

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MAN-AHL DIVERSIFIED I L.P.

(A Delaware Limited Partnership)

STATEMENTS OF CASH FLOWS (UNAUDITED)

 

     For the nine months ended
September 30,
 
     2013     2012  

CASH FLOWS FROM OPERATING ACTIVITIES:

    

Net loss

   $ (31,669,263   $ (34,848,028

Adjustments to reconcile net loss to net cash provided by operating activities:

    

Purchases of investments in Man-AHL Diversified Trading Company L.P.

     (12,301,249     (49,267,434

Sales of investments in Man-AHL Diversified Trading Company L.P.

     146,985,754        124,337,285   

Net gain on trading activities and net investment gain allocated from investments in Man-AHL Diversified Trading Company L.P.

     20,217,060        17,878,662   

Changes in assets and liabilities:

    

Management fees payable

     (368,707     (219,110

Servicing fees payable

     (188,969     (112,848

Accrued expenses and other liabilities

     (34,952     (35,204
  

 

 

   

 

 

 

Net cash provided by operating activities

     122,639,674        57,733,323   
  

 

 

   

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

    

Proceeds from subscriptions

     12,030,873        48,750,770   

Payments on redemptions

     (134,985,338     (107,000,797
  

 

 

   

 

 

 

Net cash used in financing activities

     (122,954,465     (58,250,027
  

 

 

   

 

 

 

NET DECREASE IN CASH

     (314,791     (516,704

CASH—Beginning of period

     961,791        7,500,730   
  

 

 

   

 

 

 

CASH—End of period

   $ 647,000      $ 6,984,026   
  

 

 

   

 

 

 

See accompanying notes and attached financial statements of Man-AHL Diversified Trading Company L.P.

 

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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 September 30, 2013, and the results of its operations for the three and nine months ended September 30, 2013 and 2012. These financial statements present the results of interim periods and do not include all the disclosures normally provided in annual financial statements. 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, 2012. The December 31, 2012 information has been derived from the audited financial statements as of December 31, 2012.

1. ORGANIZATION OF THE 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 United Kingdom public limited company that is listed on the London Stock Exchange. The General Partner oversees the operations and management of the Partnership. The General Partner is registered with the Commodity Futures Trading Commission (“CFTC”) as a commodity pool operator and is a member of the National Futures Association (“NFA”) in such capacities.

Man-AHL (USA) Limited (the “Advisor”), a limited liability company incorporated in the United Kingdom, 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 CFTC as a commodity trading adviser and is a member of the NFA in such capacities, in addition to registration with the Financial Services Authority in the United Kingdom.

Man Investments Holdings Limited, a United Kingdom holding company that is part of Man Group plc, is the sole shareholder 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.

 

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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 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.

Investment in Man-AHL Diversified Trading Company L.P. — The Partnership’s investment in the Trading Company is valued at fair value of the Partnership’s proportionate interest in the net assets of the Trading Company. 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 September 30, 2013 and December 31, 2012, the Partnership owned 25,576.68 and 38,106.40 units, respectively, of the Trading Company. The Partnership’s aggregate ownership percentage of the Trading Company at September 30, 2013 and December 31, 2012 was 82.88% and 82.95%, respectively.

The Partnership is able to redeem its investment from the Trading Company on a monthly basis. As of September 30, 2013, the Partnership could redeem its investment without restriction at the month-end net asset value of the Trading Company.

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. During the nine months ended September 30, 2013 and 2012, no incentive fees were earned by the Advisor.

The Partnership pays a monthly servicing fee to MII, in an amount equal to 0.1250% (1.5% annually) of the month-end Net Asset Value of Class A Series 1 and Class B Series 1 units. The Partnership also pays a monthly servicing fee to MII, in an amount equal to 0.1042% (1.25% 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.

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.

 

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During 2011, the Trading Company used MF Global Inc. (“MFG”), in addition to JPM and CS, to clear a portion of its futures trading activity and used MF Global U.K. (“MFG UK”), in addition to RBS and DB, to clear a portion of its forward trading activity. At September 30, 2013, the Trading Company had no open futures or forward contracts with either MFG or MFG UK. On October 31, 2011, MF Global Holdings Ltd., the parent of MFG and MFG UK, filed for Chapter 11 bankruptcy protection in the U.S. courts. The U.S. courts subsequently approved the appointment of James W. Giddens as U.S. Trustee to oversee the liquidation of MFG. The Financial Services Authority, the U.K. financial services regulator, has appointed Special Administrators to oversee the liquidation of MFG UK. At September 30, 2013, the Trading Company’s due from brokers balance includes an estimated net balance at MFG of $28,049. As of the date of the issuance of the financial statements, the General Partner is unable to determine the ultimate outcome, if any, of the above-mentioned bankruptcy and liquidation proceedings on the Trading Company’s financial condition or results of operations.

Cash — Cash balances are held with Citibank N.A.

Subscriptions Received in Advance — Subscriptions received in advance are comprised of cash received prior to the statements of financial condition date for which units were issued on the first day of the following month. Subscriptions received in advance do not participate in the earnings of the Partnership until the related units are issued.

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 units outstanding at period end adjusted proportionately for unit subscriptions and redemptions based on the respective length of time each was outstanding 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. Accounting Standard Codification 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 significant 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 nine months ended September 30, 2013 and September 30, 2012. 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.

3. LIMITED PARTNERSHIP AGREEMENT

The General Partner and each limited partner share in the profits and losses of the Partnership in proportion to the number of units or unit equivalents 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.

 

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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 nine months ended September 30, 2013 or for the year ended December 31, 2012.

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 HIGHLIGHTS

The following represents the ratios to average limited partners’ capital and other supplemental information for the periods ended September 30, 2013 and 2012:

 

    For the three months ended
September 30, 2013
    For the three months ended
September 30, 2012
 
    Class A     Class A     Class B     Class B     Class A     Class A     Class B     Class B  
    Series 1     Series 2     Series 1     Series 2     Series 1     Series 2     Series 1     Series 2  

Per unit operating performance:

               

Beginning net asset value

  $ 2,742.34      $ 2,892.50      $ 2,742.34      $ 2,892.54      $ 2,943.79      $ 3,066.29      $ 2,943.80      $ 3,066.31   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) from investment operations:

               

Net investment loss

    (35.39     (29.44     (35.60     (28.46     (37.85     (30.25     (37.83     (29.44

Net realized and unrealized gains (losses) on trading activities

    (145.98     (153.38     (145.76     (154.37     41.51        43.70        41.49        42.89   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total income (loss) from investment operations

    (181.37     (182.82     (181.36     (182.83     3.66        13.45        3.66        13.45   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending net asset value

  $ 2,560.97      $ 2,709.69      $ 2,560.98      $ 2,709.71      $ 2,947.45      $ 3,079.74      $ 2,947.46      $ 3,079.76   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ratios to average partners’ capital:1

               

Expenses other than incentive fees

    5.44     4.33     5.47     4.18     5.11     3.93     5.11     3.83
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total expenses

    5.44     4.33     5.47     4.18     5.11     3.93     5.11     3.83
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net investment loss

    (5.28 )%      (4.16 )%      (5.31 )%      (4.02 )%      (5.05 )%      (3.87 )%      (5.05 )%      (3.77 )% 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total return:2

               

Total return before incentive fees

    (6.61 )%      (6.32 )%      (6.61 )%      (6.32 )%      0.12     0.44     0.12     0.44
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total return after incentive fees

    (6.61 )%      (6.32 )%      (6.61 )%      (6.32 )%      0.12     0.44     0.12     0.44
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
   

For the nine months ended

September 30, 2013

   

For the nine months ended

September 30, 2012

 
    Class A     Class A     Class B     Class B     Class A     Class A     Class B     Class B  
    Series 1     Series 2     Series 1     Series 2     Series 1     Series 2     Series 1     Series 2  

Per unit operating performance:

               

Beginning net asset value

  $ 2,884.47      $ 3,023.40      $ 2,884.48      $ 3,023.42      $ 3,163.88      $ 3,274.94      $ 3,163.89      $ 3,274.95   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) from investment operations:

               

Net investment loss

    (111.35     (89.33     (111.17     (96.18     (113.99     (88.37     (114.49     (88.40

Net realized and unrealized gains (losses) on trading activities

    (212.15     (224.39     (212.33     (217.53     (102.44     (106.83     (101.94     (106.79
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total income (loss) from investment operations

    (323.50     (313.72     (323.50     (313.71     (216.43     (195.20     (216.43     (195.19
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending net asset value

  $ 2,560.97      $ 2,709.69      $ 2,560.98      $ 2,709.71      $ 2,947.45      $ 3,079.74      $ 2,947.46      $ 3,079.76   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ratios to average partners’ capital:1

               

Expenses other than incentive fees

    5.32     4.08     5.32     4.28     5.04     3.77     5.06     3.77
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total expenses

    5.32     4.08     5.32     4.28     5.04     3.77     5.06     3.77
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net investment loss

    (5.23 )%      (3.99 )%      (5.23 )%      (4.21 )%      (4.98 )%      (3.71 )%      (5.01 )%      (3.71 )% 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total return:2

               

Total return before incentive fees

    (11.22 )%      (10.38 )%      (11.22 )%      (10.38 )%      (6.84 )%      (5.96 )%      (6.84 )%      (5.96 )% 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total return after incentive fees

    (11.22 )%      (10.38 )%      (11.22 )%      (10.38 )%      (6.84 )%      (5.96 )%      (6.84 )%      (5.96 )% 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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 return and ratios may vary from these returns and ratios based on the timing of capital transactions.

5. SUBSEQUENT EVENTS

The Partnership accepts initial or additional subscriptions for limited partnership interests generally as of the first day of the month and redemption requests from limited partners as of the last business day of each calendar month. For the period subsequent to September 30, 2013 through the date of filing, limited partner subscriptions totaled $713,000, and limited partner redemptions totaled $16,780,108.

The General Partner has evaluated the impact of subsequent events on the Partnership through the date of filing these financial statements, and noted no subsequent events that require adjustment to or disclosure in these financial statements, except as noted above.

 

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Man-AHL Diversified Trading Company L.P.

Financial Statements

 

STATEMENTS OF FINANCIAL CONDITION (a)

     14   

CONDENSED SCHEDULES OF INVESTMENTS (a)

     15   

STATEMENTS OF OPERATIONS (b)

     16   

STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL (c)

     17   

STATEMENTS OF CASH FLOWS (c)

     18   

NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)

     25   

 

(a) At September 30, 2013 (unaudited) and December 31, 2012
(b) For the three months ended September 30, 2013 and 2012 (unaudited) and for the nine months ended September 30, 2013 and 2012 (unaudited)
(c) For the nine months ended September 30, 2013 and 2012 (unaudited)

 

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MAN-AHL DIVERSIFIED TRADING COMPANY L.P.

(A Delaware Limited Partnership)

STATEMENTS OF FINANCIAL CONDITION

 

    September 30, 2013        
    (Unaudited)     December 31, 2012  

ASSETS

   

Equity in trading accounts:

   

Net unrealized trading gains on open futures contracts

  $ 1,768,063      $ 4,050,440   

Net unrealized trading gains on open forward contracts

    —          5,510,378   

Net unrealized trading gains on open swap agreements

    5,686,823        431,271   

Premiums paid on credit default swap agreements

    501,474        —     

Due from brokers

    83,971,380        103,608,382   
 

 

 

   

 

 

 

Total equity in trading accounts

    91,927,740        113,600,471   

Cash and cash equivalents

    218,805,644        372,563,159   

Interest receivable

    22,418        —     
 

 

 

   

 

 

 

Total assets

  $ 310,755,802      $ 486,163,630   
 

 

 

   

 

 

 

LIABILITIES AND PARTNERS’ CAPITAL

   

LIABILITIES:

   

Net unrealized trading losses on open futures contracts

  $ 797,679      $ 2,817,349   

Net unrealized trading losses on open forward contracts

    5,129,869        —     

Net unrealized trading losses on open swap agreements

    8,380,986        759,721   

Redemptions payable

    13,619,033        25,150,262   

Accrued expenses and other liabilities

    125,885        128,095   
 

 

 

   

 

 

 

Total liabilities

    28,053,452        28,855,427   
 

 

 

   

 

 

 

PARTNERS’ CAPITAL:

   

Limited Partners (30,860.91 and 45,937.32 units outstanding at September 30, 2013 and December 31, 2012, respectively)

    282,702,350        457,308,203   
 

 

 

   

 

 

 

Total partners’ capital

    282,702,350        457,308,203   
 

 

 

   

 

 

 

Total liabilities and partners’ capital

  $ 310,755,802      $ 486,163,630   
 

 

 

   

 

 

 

NET ASSET VALUE PER OUTSTANDING UNIT OF PARTNERSHIP INTEREST

  $ 9,160.53      $ 9,955.05   
 

 

 

   

 

 

 

See notes to financial statements.

 

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MAN-AHL DIVERSIFIED TRADING COMPANY L.P.

(A Delaware Limited Partnership)

CONDENSED SCHEDULES OF INVESTMENTS

 

    September 30, 2013 (Unaudited)     December 31, 2012  
    Fair Value     Percent of Partners’
Capital
    Fair Value     Percent of Partners’
Capital
 

FUTURES CONTRACTS—Long:

       

Agricultural

  $ 1,389,004        0.5   $ (927,435     (0.2 )% 

Currencies

    319,421        0.1        284,896        0.1   

Energy

    (863,212     (0.3     99,770        0.0   

Indices

    (1,927,399     (0.7     2,018,688        0.4   

Interest rates

    1,106,641        0.4        95,894        0.0   

Metals

    (1,018     (0.0     15,731        0.0   
 

 

 

   

 

 

   

 

 

   

 

 

 

Total futures contracts—long

    23,437        0.0        1,587,544        0.3   
 

 

 

   

 

 

   

 

 

   

 

 

 

FUTURES CONTRACTS—Short:

       

Agricultural

    646,458        0.2        1,160,137        0.3   

Currencies

    174,877        0.1        157,334        0.0   

Energy

    216,983        0.1        518,554        0.1   

Indices

    112,874        0.0        158,907        0.0   

Interest rates

    111,075        0.0        (481,535     (0.1

Metals

    (315,320     (0.1     (1,867,850     (0.4
 

 

 

   

 

 

   

 

 

   

 

 

 

Total futures contracts—short

    946,947        0.3        (354,453     (0.1
 

 

 

   

 

 

   

 

 

   

 

 

 

NET UNREALIZED TRADING GAINS ON OPEN FUTURES CONTRACTS

  $ 970,384        0.3   $ 1,233,091        0.2
 

 

 

   

 

 

   

 

 

   

 

 

 

FORWARD CONTRACTS—Long:

       

Australian dollars

  $ 628,972        0.2   $ 3,515        0.0

British pounds

    3,724,137        1.3        975,486        0.2   

Euro

    2,516,529        0.9        2,283,265        0.5   

Gold bullion

    (444     (0.0     (1,269,070     (0.3

Japanese yen

    260,684        0.1        (1,369,431     (0.3

New Zealand dollars

    602,426        0.2        360,776        0.1   

Other

    23,204        0.0        9,887,264        2.2   
 

 

 

   

 

 

   

 

 

   

 

 

 

Total forward contracts—long

    7,755,508        2.7        10,871,805        2.4   
 

 

 

   

 

 

   

 

 

   

 

 

 

FORWARD CONTRACTS—Short:

       

Australian dollars

    (1,067,308     (0.4     235,632        0.1   

British pounds

    (1,884,448     (0.7     (832,162     (0.2

Euro

    (3,185,931     (1.0     (6,940,417     (1.5

Gold bullion

    42,761        0.0        543,202        0.1   

Japanese yen

    (747,867     (0.3     5,071,648        1.1   

New Zealand dollars

    (467,627     (0.2     (120,666     (0.0

Other

    (5,574,957     (1.9     (3,318,664     (0.7
 

 

 

   

 

 

   

 

 

   

 

 

 

Total forward contracts—short

    (12,885,377     (4.5     (5,361,427     (1.1
 

 

 

   

 

 

   

 

 

   

 

 

 

NET UNREALIZED TRADING GAINS (LOSSES) ON OPEN FORWARD CONTRACTS

  $ (5,129,869     (1.8 )%    $ 5,510,378        1.3
 

 

 

   

 

 

   

 

 

   

 

 

 

SWAP AGREEMENTS—Long:

       

Credit default swaps (upfront premiums received $13,606,017)*

    (1,140,624     (0.4 %)    $ —          0.0

Interest rate swaps

    13,197,410        4.7        (57,468     (0.0
 

 

 

   

 

 

   

 

 

   

 

 

 

Total swap agreements—long

    12,056,786        4.3        (57,468     (0.0
 

 

 

   

 

 

   

 

 

   

 

 

 

SWAP AGREEMENTS—Short:

       

Credit default swaps (upfront premiums paid $14,107,491)*

  $ 6,478,153        2.3        (759,721     (0.2

Interest rate swaps

    (21,229,102     (7.5     488,739        0.1   
 

 

 

   

 

 

   

 

 

   

 

 

 

Total swap agreements—short

    (14,750,949     (5.2     (270,982     (0.1
 

 

 

   

 

 

   

 

 

   

 

 

 

NET UNREALIZED TRADING LOSSES ON OPEN SWAP AGREEMENTS

  $ (2,694,163     (0.9 )%    $ (328,450     (0.1 )% 
 

 

 

   

 

 

   

 

 

   

 

 

 

NET UNREALIZED TRADING GAINS (LOSSES) ON OPEN CONTRACTS/AGREEMENTS

  $ (6,853,648     (2.4 )%    $ 6,415,019        1.4
 

 

 

   

 

 

   

 

 

   

 

 

 

 

* September 30, 2013 value includes centrally-cleared credit default swaps of $(632,462) and $(763,264) for long and short positions, respectively.

See notes to financial statements.

 

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MAN-AHL DIVERSIFIED TRADING COMPANY L.P.

(A Delaware Limited Partnership)

STATEMENTS OF OPERATIONS (UNAUDITED)

 

    For the three months ended
September 30,
    For the nine months ended
September 30,
 
    2013     2012     2013     2012  

NET INVESTMENT INCOME:

       

Interest income

  $ 129,840      $ 83,500      $ 255,245      $ 268,904   
 

 

 

   

 

 

   

 

 

   

 

 

 

EXPENSES

       

Brokerage commissions

    252,716        258,409        789,368        697,090   

Interest expense—brokers

    199,570        105,379        334,596        255,766   

Administration fees

    2,500        2,500        7,500        7,500   

Professional fees

    42,156        37,806        116,468        139,742   

Other expenses

    15,564        68,329        39,212        81,011   
 

 

 

   

 

 

   

 

 

   

 

 

 

Total expenses

    512,506        472,423        1,287,144        1,181,109   
 

 

 

   

 

 

   

 

 

   

 

 

 

Net investment loss

    (382,666     (388,923     (1,031,899     (912,205
 

 

 

   

 

 

   

 

 

   

 

 

 

NET REALIZED AND UNREALIZED GAINS (LOSSES) ON TRADING ACTIVITIES:

       

Net realized trading losses on closed contracts/agreements and foreign currency transactions

    (13,186,781     (3,392,015     (9,802,102     (8,994,549

Net change in unrealized gains (losses) on translation of foreign currency

    765,081        (327,307     237,928        (273,272

Net change in unrealized trading gains (losses) on open contracts/agreements

    (5,420,805     12,020,904        (13,268,667     (12,431,528
 

 

 

   

 

 

   

 

 

   

 

 

 

Net gain (loss) on trading activities

    (17,842,505     8,301,582        (22,832,841     (21,699,349
 

 

 

   

 

 

   

 

 

   

 

 

 

NET INCOME (LOSS)

  $ (18,225,171   $ 7,912,659      $ (23,864,740   $ (22,611,554
 

 

 

   

 

 

   

 

 

   

 

 

 

NET INCOME (LOSS) PER UNIT OF PARTNERSHIP INTEREST (based on weighted average units outstanding during the period)

  $ (527.78   $ 130.28   $ (602.02   $ (363.89 )* 
 

 

 

   

 

 

   

 

 

   

 

 

 

WEIGHTED AVERAGE NUMBER OF UNITS OUTSTANDING DURING THE PERIOD

    34,531.44          39,641.18     
 

 

 

     

 

 

   

 

* Based on change in net asset value per unit from the beginning of the period to the end of the period.

See notes to financial statements.

 

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MAN-AHL DIVERSIFIED TRADING COMPANY L.P.

(A Delaware Limited Partnership)

STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012 (UNAUDITED)

 

    Limited Partners     General
Partner
    Total  
    Amount     Units     Amount     Units     Amount     Units  

PARTNERS’ CAPITAL—January 1, 2013

  $ 457,308,203        45,937.32      $ —          —        $ 457,308,203        45,937.32   

Issuance of interest

    13,434,920        1,335.23        —          —          13,434,920        1,335.23   

Redemption of interest

    (164,176,033     (16,411.64     —          —          (164,176,033     (16,411.64

Net loss

    (23,864,740     —          —          —          (23,864,740     —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

PARTNERS’ CAPITAL—September 30, 2013

  $ 282,702,350        30,860.91      $ —          —        $ 282,702,350        30,860.91   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

PARTNERS’ CAPITAL—January 1, 2012

  $ 675,495,416        64,850.63      $ —          —        $ 675,495,416        64,850.63   

Issuance of interest

    52,834,072        5,140.80        —          —          52,834,072        5,140.80   

Redemption of interest

    (181,946,384     (17,886.68     —          —          (181,946,384     (17,886.68

Net loss

    (22,611,554     —          —          —          (22,611,554     —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

PARTNERS’ CAPITAL—September 30, 2012

  $ 523,771,550        52,104.75      $ —          —        $ 523,771,550        52,104.75   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

See notes to financial statements.

 

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MAN-AHL DIVERSIFIED TRADING COMPANY L.P.

(A Delaware Limited Partnership)

STATEMENTS OF CASH FLOWS (UNAUDITED)

 

     For the nine months ended
September 30,
 
     2013     2012  

CASH FLOWS FROM OPERATING ACTIVITIES:

    

Net loss

   $ (23,864,740   $ (22,611,554

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

    

Changes in assets and liabilities:

    

Net unrealized trading (gains) losses on open futures contracts

     262,707        9,876,440   

Net unrealized trading (gains) losses on open forward contracts

     10,640,247        2,555,088   

Net unrealized trading (gains) losses on open swap agreements

     2,365,713        —     

Due from brokers

     19,637,002        (24,074,424

Interest receivable

     (22,418     4,632   

Premiums paid on credit default swap agreements

     (501,474     —     

Accrued expenses and other liabilities

     (2,210     (19,398
  

 

 

   

 

 

 

Net cash provided by (used in) operating activities

     8,514,827        (34,269,216
  

 

 

   

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

    

Proceeds from subscriptions

     13,434,920        52,834,072   

Payments on redemptions

     (175,707,262     (176,535,312
  

 

 

   

 

 

 

Net cash used in financing activities

     (162,272,342     (123,701,240
  

 

 

   

 

 

 

NET DECREASE IN CASH AND CASH EQUIVALENTS

     (153,757,515     (157,970,456

CASH AND CASH EQUIVALENTS—Beginning of period

     372,563,159        626,598,519   
  

 

 

   

 

 

 

CASH AND CASH EQUIVALENTS— End of period

   $ 218,805,644      $ 468,628,063   
  

 

 

   

 

 

 

SUPPLEMENTAL DISCLOSURE OF CASH ACTIVITY:

    

CASH PAID FOR INTEREST DURING THE PERIOD:

   $ 334,596      $ 255,766   
  

 

 

   

 

 

 

See notes to financial statements.

 

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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 September 30, 2013, and the results of its operations for the three and nine months ended September 30, 2013 and 2012. These financial statements present the results of interim periods and do not include all the disclosures normally provided in annual financial statements. 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, 2012. The December 31, 2012 information has been derived from the audited financial statements as of December 31, 2012.

1. ORGANIZATION OF THE TRADING COMPANY

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 United Kingdom public limited company that is listed on the London Stock Exchange. The General Partner oversees the operations and management of the Trading Company. The General Partner is registered with the Commodity Futures Trading Commission (“CFTC”) as a commodity pool operator and is a member of the National Futures Association (“NFA”) in such capacities.

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.

Man-AHL (USA) Limited (the “Advisor”), a limited liability company incorporated in the United Kingdom, acts as 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 CFTC as a commodity trading adviser and is a member of the NFA in such capacities, in addition to registration with the Financial Services Authority in the United Kingdom. The Trading Company has engaged Man Investments Limited, a company organized under the Laws of the United Kingdom, to manage the foreign currency forward trading component of the AHL Diversified Program, at no additional cost to the Trading Company. The personnel of Man Investments Limited responsible for implementing the foreign currency forward trading component of the AHL Diversified Program on behalf of the Trading Company are the same as those of the Advisor who implement the AHL Diversified Program.

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 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.

 

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Due from Brokers — Due from brokers consists of balances due from Credit Suisse (“CS”), JPMorgan Chase (“JPM”), Royal Bank of Scotland (“RBS”), Deutsche Bank (“DB”) and Merrill Lynch (“ML”). In general, the brokers pay the Trading Company interest monthly, based on agreed upon rates, on the Trading Company’s average daily balance.

Amounts due from brokers include cash held at brokers and cash posted as collateral. The amount of cash restricted as collateral held included in due from brokers on the statements of financial condition is $84,011,063 and $102,017,458 as of September 30, 2013 and December 31, 2012, respectively.

Expenses — Expenses are recognized on an accrual basis in the period in which they are incurred.

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, forwards 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 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, which are not cleared on a national exchange, are valued at fair value using independent pricing services, which use market observable inputs in their valuations.

Realized and unrealized changes in fair values are included in realized and unrealized gains and losses, respectively, on trading activities in the statements of operations. All trading activities are accounted for on a trade-date basis.

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 the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in the fair value of investments held. Such fluctuations are included with the net realized and unrealized gains or losses on trading activities.

Cash and Cash Equivalents — Cash and cash equivalents include cash, short-term interest-bearing money market accounts, and bank time deposits with original maturities of 90 days or less, held with Citibank N.A., JPMorgan Chase Bank, N.A., Bank of America and BNP Paribas.

Income Taxes — The Trading Company is treated as a partnership for tax purposes and therefore 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. Accounting Standard Codification 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 significant 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 nine months ended September 30, 2013 and September 30, 2012. 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.

 

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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 units outstanding at period end adjusted proportionately for unit subscriptions and redemptions based on the respective length of time each was outstanding during the period.

3. PARTNERSHIP AGREEMENT

The Advisor is the sole trading advisor to the Trading Company.

The General Partner and limited partners share in the profits and losses of the Trading Company in proportion to the number of units or unit equivalents 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 nine months ended September 30, 2013 and year ended December 31, 2012.

Distributions (other than redemption of units), if any, are made on a pro-rata basis at the sole discretion of the General Partner.

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 net asset value per unit on 10 days prior written notice to the General Partner. The General Partner may suspend redemptions of units of the Trading Company only 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 other significant observable inputs

 

    Level 3 — investments with significant unobservable inputs, which may include the Trading 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. Forward contracts and swap agreements are valued at fair value using independent pricing services, which are using market observable inputs in their valuations, and are categorized as Level 2 investments in the fair value hierarchy. As of September 30, 2013 and December 31, 2012, the Trading Company did not have any positions categorized as Level 3 investments in the fair value hierarchy.

 

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The following is a summary categorization as of September 30, 2013 and December 31, 2012, of the Trading Company’s investments based on the level of inputs utilized in determining the value of such investments:

 

     Fair Value Measurements  

Investments

   As of
September 30, 2013
(Unaudited)
    Level 1     Level 2     Level 3  

Assets

        

Futures contracts

   $ 6,608,963      $ 6,608,963      $ —        $ —     

Forward contracts

     11,498,470        —          11,498,470        —     

Swap agreements

     36,855,335        —          36,855,335        —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Assets

     54,962,768        6,608,963        48,353,805        —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities

        

Futures contracts

     (5,638,579     (5,638,579     —          —     

Forward contracts

     (16,628,339     —          (16,628,339     —     

Swap agreements

     (39,549,498     —          (39,549,498     —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Liabilities

     (61,816,416     (5,638,579     (56,177,837     —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Net Fair Value

   $ (6,853,648   $ 970,384      $ (7,824,032   $ —     
  

 

 

   

 

 

   

 

 

   

 

 

 
     Fair Value Measurements  

Investments

   As of
December 31, 2012
    Level 1     Level 2     Level 3  

Assets

        

Futures contracts

   $ 10,423,772      $ 10,423,772      $ —        $ —     

Forward contracts

     21,156,606        —          21,156,606        —     

Swap agreements

     1,593,932        —          1,593,932        —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Assets

     33,174,310        10,423,772        22,750,538        —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities

        

Futures contracts

     (9,190,681     (9,190,681     —          —     

Forward contracts

     (15,646,228     —          (15,646,228     —     

Swap agreements

     (1,922,382     —          (1,922,382     —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Liabilities

     (26,759,291     (9,190,681     (17,568,610     —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Net Fair Value

   $ 6,415,019      $ 1,233,091      $ 5,181,928      $ —     
  

 

 

   

 

 

   

 

 

   

 

 

 

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 September 30, 2013 based on the levels assigned at December 31, 2012.

5. DERIVATIVE FINANCIAL INSTRUMENTS AND CONCENTRATIONS OF CREDIT RISK

The investment objective of the Trading Company is achieved by participation in the AHL Diversified Program directed on behalf of the Trading Company by Man-AHL (USA) Limited. 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.

All 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 is 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 (the difference between contract trade price and fair value) are reported in the statements of financial condition.

Interest rate swaps relate to contracts 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. The payment flows are usually 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 unrealized trading gains (losses) on open 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.

 

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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 occurance 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) the closing transaction and the Trading Company’s basis in the contract, if any. 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 September 30, 2013, the Trading Company utilized JPM, CS and ML to clear its futures trading activity. As of September 30, 2013, the portion of net unrealized gains (losses) attributed to JPM, CS and ML was $(662,536), $(135,143) and $1,768,063, respectively.

As of September 30, 2013, the Trading Company utilized RBS and DB to clear its forward trading activity. As of September 30, 2013, the portion of net unrealized losses attributed to RBS and DB was $(2,153,279) and $(2,976,590), respectively.

As of September 30, 2013, the total fair value and notional amounts of credit default swaps where the Trading Company is the seller were $6,478,158 and $1,360,000,000, respectively. 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 contract. The credit spread of the underlying indices ranged between 63 basis points and 380 basis points. The Trading Company has posted cash collateral of $26,897,963 with respective counterparties of these contracts in the normal course of business. The maturity dates for open credit default swaps on selling protection ranged from December 20, 2017 through December 20, 2018.

During 2011, the Trading Company used MF Global Inc. (“MFG”), in addition to JPM and CS, to clear a portion of its futures trading activity and used MF Global U.K. (“MFG UK”), in addition to RBS and DB, to clear a portion of its forward trading activity. At September 30, 2013, the Trading Company had no open futures or forward contracts with either MFG or MFG UK. On October 31, 2011, MF Global Holdings Ltd., the parent of MFG and MFG UK, filed for Chapter 11 bankruptcy protection in the U.S. courts. The U.S. courts subsequently approved the appointment of James W. Giddens as U.S. Trustee to oversee the liquidation of MFG. The Financial Services Authority, the U.K. financial services regulator, has appointed Special Administrators to oversee the liquidation of MFG UK. At September 30, 2013, the

 

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Trading Company’s due from brokers balance includes an estimated net balance at MFG of $28,049. As of the date of the issuance of the financial statements, the General Partner is unable to determine the ultimate outcome, if any, of the above-mentioned bankruptcy and liquidation proceedings on the Trading Company’s financial condition or results of operations.

During the quarter ended September 30, 2013, the Trading Company traded 50,564 exchange-traded futures contracts and settled 11,589 forward contracts and 876 swap agreements. During the nine months ended September 30, 2013, the Trading Company traded 144,343 exchange-traded futures contracts and settled 46,758 forward contracts and 3,778 swap agreements. During the quarter ended September 30, 2012, the Trading Company traded 56,532 exchange-traded futures contracts and settled 10,559 forward contracts. During the nine months ended September 30, 2012, the Trading Company traded 160,657 exchange-traded futures contracts and settled 30,450 forward contracts.

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, if any, for each counterparty for which a netting agreement exists and is included in the statements of financial condition. 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 September 30, 2013, the OTC contracts in a net liability position were the interest rate swaps and credit default swaps. 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 September 30, 2013, may differ from the net liability amounts recorded as of September 30, 2013, and such differences can be material.

At September 30, 2013 and December 31, 2012, estimated credit risk with regard to forward contracts was $0 and $5,510,378, respectively. At September 30, 2013 and December 31, 2012, estimated credit risk with regard to swap agreements was $5,686,823 and $431,271, respectively.

For exchange-traded futures contracts, the clearing organization functions as the central counterparty for each transaction and, therefore, bears the risk of delivery to and from counterparties, which mitigates the credit risk of these instruments.

 

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The following table presents the fair value of the Trading Company’s derivative instruments and statements of financial condition location:

 

    September 30, 2013  
   

(Unaudited)

 
   

Asset Derivatives

   

Liability Derivatives

 

Primary Risk Exposure

 

Statement of Financial Condition

  Fair Value    

Statement of Financial Condition

  Fair Value  

Open forward contracts

  Gross unrealized trading gains on open forward contracts     Gross unrealized trading losses on open forward contracts  

Currencies

    $ 11,323,745        $ (16,358,823

Metals

      174,725          (269,516
   

 

 

     

 

 

 

Total open forward contracts

      11,498,470          (16,628,339
   

 

 

     

 

 

 

Open futures contracts

  Gross unrealized trading gains on open futures contracts     Gross unrealized trading losses on open futures contracts  

Agricultural

      2,306,860          (271,398

Currencies

      634,844          (140,546

Energy

      595,042          (1,241,271

Indices

      1,003,112          (2,817,637

Interest rates

      1,981,546          (763,830

Metals

      87,559          (403,897
   

 

 

     

 

 

 

Total open futures contracts

      6,608,963          (5,638,579
   

 

 

     

 

 

 

Open swap agreements

  Gross unrealized trading gains on open swap agreements     Gross unrealized trading losses on open swap agreements  

Credit

      9,616,979          (4,279,450

Interest rates

      27,238,356          (35,270,048
   

 

 

     

 

 

 

Total open swap agreements

      36,855,335          (39,549,498
   

 

 

     

 

 

 

Total Derivatives

  $ 54,962,768        $ (61,816,416
   

 

 

     

 

 

 
   

December 31, 2012

 
   

Asset Derivatives

   

Liability Derivatives

 

Primary Risk Exposure

 

Statement of Financial Condition

  Fair Value    

Statement of Financial Condition

  Fair Value  

Open forward contracts

  Gross unrealized trading gains on open forward contracts     Gross unrealized trading losses on open forward contracts  

Currencies

    $ 20,240,235        $ (13,640,842

Metals

      916,371          (2,005,386
   

 

 

     

 

 

 

Total open forward contracts

      21,156,606          (15,646,228
   

 

 

     

 

 

 

Open futures contracts

  Gross unrealized trading gains on open futures contracts     Gross unrealized trading losses on open futures contracts  

Agricultural

      2,281,938          (2,049,236

Currencies

      575,080          (132,850

Energy

      1,267,932          (649,608

Indices

      3,300,451          (1,122,856

Interest rates

      2,740,640          (3,126,281

Metals

      257,731          (2,109,850
   

 

 

     

 

 

 

Total open futures contracts

      10,423,772          (9,190,681
   

 

 

     

 

 

 

Open swap agreements

  Gross unrealized trading gains on open swap agreements     Gross unrealized trading losses on open swap agreements  

Credit

      10,609          (770,330

Interest rates

      1,583,323          (1,152,052
   

 

 

     

 

 

 

Total open swap agreements

      1,593,932          (1,922,382
   

 

 

     

 

 

 

Total Derivatives

  $ 33,174,310        $ (26,759,291
   

 

 

     

 

 

 

 

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Table of Contents

The following table presents the impact of derivative instruments on the statements of operations:

 

     For the three months ended
September 30,
    For the nine months ended
September 30,
 
   2013
(Unaudited)
    2012
( Unaudited)
    2013
( Unaudited)
    2012
( Unaudited)
 

Location of loss or gain recognized in income on derivatives

   Gain (Loss)
on derivatives
    Gain (Loss)
on derivatives
    Gain (Loss)
on derivatives
    Gain (Loss)
on derivatives
 

Forward contracts

        

Currencies

   $ (5,989,853   $ (2,736,609   $ (1,011,330   $ (5,819,990

Metals

     48,867        (1,044,294     4,905,379        (4,034,068
  

 

 

   

 

 

   

 

 

   

 

 

 

Net realized trading gains/losses on closed contracts

   $ (5,940,986   $ (3,780,903   $ 3,894,049      $ (9,854,058
  

 

 

   

 

 

   

 

 

   

 

 

 

Currencies

   $ (5,593,693   $ 7,499,492      $ (11,634,471   $ (4,911,558

Metals

     (2,943,183     2,499,985        994,224        2,356,470   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net change in unrealized trading gaines/losses on open contracts

   $ (8,536,876   $ 9,999,477      $ (10,640,247   $ (2,555,088
  

 

 

   

 

 

   

 

 

   

 

 

 

Futures contracts

        

Agricultural

   $ (159,319   $ 3,789,277      $ 667,152      $ 5,047,881   

Currencies

     100,669        (1,556,060     (362,981     4,668,665   

Energy

     484,464        (11,279,749     (9,562,063     (7,959,485

Indices

     4,588,097        2,092,550        31,337,388        (2,761,866

Interest rates

     (9,979,517     12,437,436        (32,033,952     14,185,988   

Metals

     (377,355     (5,536,023     (909,456     (12,531,166
  

 

 

   

 

 

   

 

 

   

 

 

 

Net realized trading gains/losses on closed contracts

   $ (5,342,961   $ (52,569   $ (10,863,912   $ 650,017   
  

 

 

   

 

 

   

 

 

   

 

 

 

Agricultural

   $ 1,480,495      $ 338,995      $ 1,802,760      $ (933,090

Currencies

     674,426        2,153,182        52,068        (1,718,025

Energy

     (400,307     2,218,127        (1,264,553     (886,186

Indices

     (2,712,848     (2,459,104     (3,992,120     (4,226,172

Interest rates

     4,445,967        189,667        1,603,357        (746,865

Metals

     (2,399,562     (419,440     1,535,781        (1,366,102
  

 

 

   

 

 

   

 

 

   

 

 

 

Net change in unrealized trading gaines/losses on open contracts

   $ 1,088,171      $ 2,021,427      $ (262,707   $ (9,876,440
  

 

 

   

 

 

   

 

 

   

 

 

 

Swap agreements

        

Credit default swaps

   $ 686,484      $ —        $ 1,392,596      $ —     

Interest rate swaps

     (63,266     —          (173,231     —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Net realized trading gains/losses on closed agreements

   $ 623,218      $ —        $ 1,219,365      $ —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Credit default swaps

   $ 237,614      $ —        $ 6,097,250      $ —     

Interest rate swaps

     1,790,286        —          (8,462,963     —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Net change in unrealized trading gaines/losses on open agreements

   $ 2,027,900      $ —        $ (2,365,713   $ —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Amounts in the table above exclude foreign exchange spot contracts.

In January 2013, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2013-01 “Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities” (“ASU 2013-01”) which amended Accounting Standards Codification Subtopic 210-20, Balance Sheet Offsetting. ASU 2013-01 clarified the scope of ASU No. 2011-11 “Disclosures about Offsetting Assets and Liabilities” (“ASU 2011-11”). ASU 2011-11 requires an entity to disclose information about offsetting and related arrangements to enable users of that entity’s financial statements to understand the effect of those arrangements on its financial position. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of International Financial Reporting Standards. ASU 2013-01 clarifies the scope of ASU 2011-11 as applying to derivatives accounted for in accordance with Topic 815, Derivatives and Hedging, including bifurcated embedded derivatives that are offset either in accordance with other requirements of GAAP or subject to an enforceable master netting arrangement or similar agreement. The guidance in ASU 2013-01 and ASU 2011-11 is effective for interim and annual periods beginning on or after January 1, 2013, with retrospective disclosure required for comparative periods presented.

 

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Table of Contents

The following table provides additional disclosures regarding the offsetting of derivative assets presented in the statements of financial condition:

 

            Gross
Amount
Offset in the
    Net Amounts
of Assets
presented in the
     Gross Amounts Not Offset
in the Statements of
Financial Condition
    Net Amount  
     Gross Amounts
of Recognized
Assets
     Statements
of Financial
Condition
    Statements of
Financial
Condition
     Financial
Instruments
     Cash Collateral
Received
(Pledged)
   

As of September 30, 2013 (Unaudited)

  

         

Open futures contracts

               

Merrill Lynch

   $ 2,011,079       $ (243,016   $ 1,768,063       $ —         $ (1,523,739   $ 3,291,802   
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Total open futures contracts

   $ 2,011,079       $ (243,016   $ 1,768,063       $ —         $ (1,523,739   $ 3,291,802   
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Open swap agreements

               

JPMorgan Chase

   $ 8,933,511       $ (3,246,688   $ 5,686,823       $ —         $ (26,156,632   $ 31,843,455   
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Total open swap agreements

   $ 8,933,511       $ (3,246,688   $ 5,686,823       $ —         $ (26,156,632   $ 31,843,455   
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

As of December 31, 2012 (Unaudited)

               

Open futures contracts

               

JPMorgan Chase

   $ 5,772,201       $ (1,721,761   $ 4,050,440       $ —         $ (24,442,414   $ 28,492,854   
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Total open futures contracts

   $ 5,772,201       $ (1,721,761   $ 4,050,440       $ —         $ (24,442,414   $ 28,492,854   
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Open forward contracts

               

Deutsche Bank

   $ 12,060,093       $ (9,074,898   $ 2,985,195       $ —         $ (4,057,017   $ 7,042,212   

Royal Bank of Scotland

     9,096,513         (6,571,330     2,525,183         —           (15,359,412     17,884,595   
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Total open forward contracts

   $ 21,156,606       $ (15,646,228   $ 5,510,378       $ —         $ (19,416,429   $ 24,926,807   
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Open swap agreements

               

Royal Bank of Scotland

   $ 1,583,323       $ (1,152,052   $ 431,271       $ —         $ 356,643      $ 74,628   
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Total open swap agreements

   $ 1,583,323       $ (1,152,052   $ 431,271       $ —         $ 356,643      $ 74,628   
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

The following table provides additional disclosures regarding the offsetting of derivative liabilities presented in the statements of financial condition:

 

     Gross Amounts      Gross
Amount
Offset in the
Statements of
    Net Amounts
of Liabilities
Presented in the
Statements of
     Gross Amounts Not Offset
in the Statements of
Financial Condition
     Net Amount  
     of Recognized
Liabilities
     Financial
Condition
    Financial
Condition
     Financial
Instruments
     Cash Collateral
Pledged
    

As of September 30, 2013 (Unaudited)

  

          

Open futures contracts

                

Credit Suisse

   $ 3,610,143       $ (3,475,000   $ 135,143       $ —         $ 20,151,094       $ (20,015,951

JPMorgan Chase

     1,785,420         (1,122,884     662,536         —           9,258,907         (8,596,371
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total open futures contracts

   $ 5,395,563       $ (4,597,884   $ 797,679       $ —         $ 29,410,001       $ (28,612,322
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Open forward contracts

                

Deutsche Bank

   $ 6,466,398       $ (3,489,808   $ 2,976,590       $ —         $ 7,405,015       $ (4,428,425

Royal Bank of Scotland

     10,161,941         (8,008,662     2,153,279         —           10,474,412         (8,321,133
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total open forward contracts

   $ 16,628,339       $ (11,498,470   $ 5,129,869       $ —         $ 17,879,427       $ (12,749,558
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Open swap agreements

                

Credit Suisse

   $ 1,032,762       $ (683,468   $ 349,294       $ —         $ 741,331       $ (392,037

Royal Bank of Scotland

     35,270,048         (27,238,356     8,031,692         —           8,299,933         (268,241
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total open swap agreements

   $ 36,302,810       $ (27,921,824   $ 8,380,986       $ —         $ 9,041,264       $ (660,278
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

As of December 31, 2012 (Unaudited)

                

Open futures contracts

                

Credit Suisse

   $ 7,468,920       $ (4,651,571   $ 2,817,349       $ —         $ 33,096,335       $ (30,278,986
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total open futures contracts

   $ 7,468,920       $ (4,651,571   $ 2,817,349       $ —         $ 33,096,335       $ (30,278,986
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Open swap agreements

                

JPMorgan Chase

   $ 770,330       $ (10,609   $ 759,721       $ —         $ 25,418,924       $ (24,659,203
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total open swap agreements

   $ 770,330       $ (10,609   $ 759,721       $ —         $ 25,418,924       $ (24,659,203
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

 

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Table of Contents

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 supplemental information for the periods ended September 30, 2013 and 2012:

 

    For the three months
ended September 30,
    For the nine months
ended September 30,
 
    2013     2012     2013     2012  
    (Unaudited)     (Unaudited)     (Unaudited)     (Unaudited)  

Per unit operating performance:

       

Beginning net asset value

  $ 9,691.97      $ 9,922.00      $ 9,955.05      $ 10,416.17   

Income (loss) from investment operations:

       

Net investment loss

    (11.29     (7.06     (26.55     (15.28

Net realized and unrealized gains (losses) on trading activities and translation of foreign currency

    (520.15     137.34        (767.97     (348.61
 

 

 

   

 

 

   

 

 

   

 

 

 

Total income (loss) from investment operations

    (531.44     130.28        (794.52     (363.89
 

 

 

   

 

 

   

 

 

   

 

 

 

Ending net asset value

  $ 9,160.53      $ 10,052.28      $ 9,160.53      $ 10,052.28   
 

 

 

   

 

 

   

 

 

   

 

 

 

Ratios to average partners’ capital:1

       

Expenses

    0.63     0.34     0.44     0.26
 

 

 

   

 

 

   

 

 

   

 

 

 

Net investment loss

    (0.47 )%      (0.28 )%      (0.36 )%      (0.20 )% 
 

 

 

   

 

 

   

 

 

   

 

 

 

Total return2

    (5.48 )%      1.31     (7.98 )%      (3.49 )% 
 

 

 

   

 

 

   

 

 

   

 

 

 

 

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 return and ratios may vary from these returns and ratios based on the timing of capital transactions.

8. SUBSEQUENT EVENTS

The Trading Company accepts initial or additional subscriptions for limited partnership interests generally as of the first day of the month and redemption requests from limited partners as of the last business day of each calendar month. For the period subsequent to September 30, 2013 through the date of filing, limited partner subscriptions totaled $713,000, and limited partner redemptions totaled $20,829,198.

The General Partner has evaluated the impact of subsequent events on the Trading Company through the date of filing these financial statements, and noted no subsequent events that require adjustment to or disclosure in these financial statements, except as noted above.

 

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Table of Contents
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 speculative managed futures fund which trades 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 Man-AHL (USA) Limited (the “Advisor”). The AHL Diversified Program is a futures and forward price trend-following trading system, entirely quantitative in nature, and implements trading positions on the basis of statistical analyses of past price histories. 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 futures 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 JPMorgan Chase Bank, N.A. and Citibank, N.A. 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 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.

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 April 1, 2013.

 

27


Table of Contents

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.

Periods Ended September 30, 2013:

 

     30-Sept-13  

Ending Equity

   $ 234,296,018   

Nine months ended September 30, 2013:

Net assets decreased $145,054,969 for the nine months ended September 30, 2013. This decrease was attributable to subscriptions in the amount of $12,300,714, redemptions in the amount of $125,686,420 and a net loss from operations of $31,669,263.

Management Fees of $7,172,368 and servicing fees of $3,645,387 were paid or accrued, and interest of $212,089 was earned or accrued on the Partnership’s cash and cash equivalent investments and broker balances, for the nine months ended September 30, 2013.

The Partnership’s other expenses paid or accrued for the nine months ended September 30, 2013 were $634,448.

Three months ended September 30, 2013:

Net assets decreased $58,502,202 for the three months ended September 30, 2013. This decrease was attributable to subscriptions in the amount of $4,278,715, redemptions in the amount of $44,401,787 and a net loss from operations of $18,379,130.

Management Fees of $1,968,379 and servicing fees of $998,671 were paid or accrued, and interest of $108,348 was earned or accrued on the Partnership’s cash, cash equivalent investments and broker balances, for the three months ended September 30, 2013.

The Partnership’s other expenses paid or accrued for the three months ended September 30, 2013 were $204,398.

The Partnership generated a loss in July. Currency trading was a notable detractor in July. Long exposure to the U.S. dollar suffered as the likelihood of continuing accommodative monetary policy weighed on the U.S. dollar. The program’s metal holdings suffered on the short-side as well. Metals positions suffered on the short side as base metals rose as Chinese growth figures came in at around the expected level and as precious metal prices also finished higher. Oil prices lifted which benefitted long crude positions though performance was pegged back by losses on exposure to oil distillates. A positive contribution came from long exposure to equities. Gains were concentrated in U.S. and European stocks. However, agriculturals generated a loss. Short cocoa positions suffered as drier weather predictions in Africa threatened supply. Short coffee also detracted as frost forecasts in Brazil created upward price pressure and long soya holdings fell on reduced demand and strong crop reports.

The Partnership generated a loss in August. Gains were accrued in the early part of August with long exposure to risk assets. These gains were largely given back in the second week of August as news of increased industrial production in China hurt short exposure to base metals. Long exposure to U.S. and European stock indices suffered heavily as equities fell out of favor. Rising yields hurt long exposure to U.S. treasuries which was one of the largest negatives over the month. Losses within interest rates were concentrated in long Eurodollar positions as better-than-expected data raised Eurozone interest rate expectations. Negative attribution from industrial metals was compounded by short exposure to precious metals which also detracted as both gold and silver experienced noteworthy price jumps. Agricultural holdings were positive overall. Long exposure to soy beans was the standout trade as scorching Midwest temperatures threatened to damage the crop. Crude oil ended higher on Middle East tensions, resulting in a profit for long holdings and lifting energy sector returns.

 

 

28


Table of Contents

The Partnership generated a loss in September. Gains that had been built up in September were eroded as the nearing U.S. budget deadline led to reversals in equity and bond markets. Currency trading was the most notable detractor. Long exposure to the U.S. dollar generally was a loss-making trade. Negative performance was particularly concentrated in dollar pairs against emerging-market currencies. Euro exposures also detracted slightly on both the long and short side. Bond holdings also hurt performance as short exposure to debt from commodity-focused economies suffered. Long holdings of Italian bonds delivered a loss with further destabilizing of the coalition government resulting in heavy selling of the country’s debt. Some performance was recovered via long German and French bonds as higher grade fixed income attracted safe haven inflows from investors. Short exposure to Eurodollar and Short Sterling lost out as more accommodative monetary policy in the U.S. lowered expectations for interest rates globally. Energy trading resulted in a loss as long exposure to oil detracted. Losses were mitigated slightly by a positive return from long equity holdings. However, this performance was reduced as stock markets reversed in the last week of September. Short corn was one of the most positive trades for September as prices plummeted on larger-than-expected stockpiles.

Three months ended June 30, 2013:

The Partnership generated positive performance in April. A long exposure to fixed income assets added a large share of returns with European bonds, US Treasuries and Eurodollar contracts all delivering profits, although long exposure to Japanese bonds detracted slightly. Profits were added by a short allocation to both precious and base metals, although platinum and palladium gave back some performance. However, the agricultural sector detracted because of exposure to wheat and corn. Negative performance came from currencies as well. Short GBP positions caused a loss with the pound moving higher as the UK avoided triple-dip recession.

The Partnership generated a notable loss in May with a long exposure to fixed income assets being the primary driver of negative performance. US Treasuries were among the most notable losers. Further negative performance came from UK gilts and bonds from commodity focused economies. Long exposure to interest rate holdings also incurred a loss following a cut in Eurozone rates; Eurodollar significantly detracted with Euribor and Short Sterling contracts also ending May in negative territory. Currency trading delivered a loss as a rising greenback weighed on short US dollar versus a number of commodity-linked currency trades.

Stock trading was the largest positive contributor as long US and European holdings benefitted from the equity rally before returns were trimmed in the final week. Agricultural trading added a gain, primarily via long soybeans and short sugar positions. Energies were slightly negative with long natural gas adding a loss. Short electricity and coat contracts helped partially offset sector losses.

The Partnership posted a loss in June with long holdings of fixed income and equities being the primary negatives, particularly early in the month. US Treasuries were a significant detractor as yields jumped. European bonds were also loss-making, coming under pressure from the general sell-off in fixed income. Eurodollar, Euribor and Short Sterling contracts were all notable losers.

Equities detracted significantly; European indices were the biggest losers after US markets rebounded at the end of the month, helping long holdings recover some performance. Short metals added a notable gain as prices of both base and precious metals fell sharply over the period.

 

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Table of Contents

Three months ended March 31, 2013:

January began with noteworthy results from long equity exposure across all regions, but particularly in US and European indices. However, this was nullified by losses on long fixed income exposure, with US Treasuries, French bonds, Short Sterling and Eurodollar being the main detractors. Commodity allocations generated a gain, largely due to short electricity contracts as milder, wetter weather drove prices down, but long exposure to oil and oil derivatives and short gold exposure also returned positive numbers. Short exposure to European and US credit default protection captured gains over the past months as the cost of default insurance fell. Currency trading also added positive returns largely by way of short exposure to Japanese yen which fell 6% (on a trade-weighted basis) following the announcement of a stimulus and deflation control.

Commodity and currency trading were major factors in losses in February. Energy trading took a hit in February, with all positions contributing to the loss. Long positions in crude oil and its by-products was the main theme. The story was similar within the metals sector as long exposure to base metals suffered from the pull back in growth sensitive commodities over the month. Currency trading provided mixed performance. Short GBP positions performed well on the back of the UK rating downgrade and prospects for further quantitative easing. However, this was offset by losses from short USD positions as the dollar rose 3.3% on a trade weighted basis. On the positive side, long exposure to both bonds and short term interest rates performed positively over the month, reversing some of the sector’s losses from last month as markets returned to a more cautious state, following the overwhelmingly bullish nature of January. As such safe haven bonds (US Treasuries in particular) returned some of the larger gains, but with further returns coming from emerging market bonds as well. On the interest rate side, long positions in Eurodollar, Euribor and Short Sterling all contributed positive performances as there continued to be no immediate end in sight to the relaxed monetary policies of the major central banks.

Long exposure to rising stock markets generated good performance in March. US equities added the largest contribution with main European indices and Japanese stocks also performing. The only notable negative came from a long exposure to the Korean Kospi. Further positive returns were also added by long holdings of bonds. Yields on most European debt fell, benefitting the portfolio, as investor sought safety in light of Eurozone issues. A small portion of the gain was given back via Italian long dated bonds and US Treasuries. Currency trading had a positive month, due largely to a continuing short exposure to the US dollar. The credit sector detracted as short exposure to the rising cost of European default protection resulted in a loss. The allocation to commodities also delivered negative performance on the whole, driven predominantly by a long exposure to energy markets. Crude oil and its derivatives caused the most pain. AHL was positioned long at the start of the period and suffered as oil prices fell, but reduced this exposure and did not participate in some of the upward movement towards the end of the period.

Periods Ended September 30, 2012:

 

     30-Sept-12  

Ending Equity

   $ 429,249,186   

Nine months ended September 30, 2012:

Net assets decreased $98,416,677 for the nine months ended September 30, 2012. This decrease was attributable to subscriptions in the amount of $49,267,179, redemptions in the amount of $112,835,828 and a net loss from operations of $34,848,028.

Management Fees of $10,750,595 and servicing fees of $5,484,161 were paid or accrued, and interest of $215,732 was earned or accrued on the Partnership’s cash, cash equivalent investments and broker balances, for the nine months ended September 30, 2012.

 

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The Partnership’s other expenses paid or accrued for the nine months ended September 30, 2012 were $734,610.

Three months ended September 30, 2012:

Net assets decreased $29,412,192 for the three months ended September 30, 2012. This decrease was attributable to subscriptions in the amount of $9,276,570, redemptions in the amount of $39,930,229 and a net gain from operations of $1,241,467.

Management Fees of $3,345,744 and servicing fees of $1,706,394 were paid or accrued, and interest of $68,467 was earned or accrued on the Partnership’s cash, cash equivalent investments and broker balances, for the three months ended September 30, 2012.

The Partnership’s other expenses paid or accrued for the three months ended September 30, 2012 were $245,908.

Three months ended September 30, 2012:

The economic outlook deteriorated in July, marked by the fears that the US economy may slip back into a recession. Risk aversion rose early in August as the impact from the European Central (ECB) president’s comment that the ECB would do ‘whatever it takes’ to save the euro faded after it failed to take action to ease the crisis. However, optimism returned later in August amid sporadic good news such as increase in U.S. retail sales, and risk appetite, on the whole, rose throughout September following an initial improvement in the outlook of the Eurozone debt crisis and the announcement of a third round of quantitative easing by the Federal Reserve.

The currency sector contributed excellent returns in July, with short Euro pairs proving profitable after the ECB cut interest rates. Additionally, long exposures to agriculturals proved well placed as fears of a renewed food shortage crisis re-emerged after droughts hit the U.S. and lowered supply expectations. In particular, corn and soya prices reached record levels while wheat prices remained elevated. However, short exposure to energies, especially crude oil and oil derivatives detracted from performance in July. In August, currency trading detracted the most from performance due to a lack of clear trends. Both long and short US dollar exposures ended with modest losses, while euro trading posted losses from general short positioning. A short stance in commodities weighed on returns, as prices were supported by weakness in the US dollar. Oil prices also benefited from anticipations of supply disruptions due to Western sanctions on Iran which came into effect from July, maintenance work in the North Sea and threats from Tropical Storm Isaac. Within metals, a short position proved disadvantageous as prices rose of labor unrest in the South African platinum industry, which began to spread to other commodities. Furthermore, long Euribor contracts lifted returns amid prospects of low Eurozone interest rates and stock trading in August ended flat with profits from long US indices offset by short positions in other regions. Long exposures to stocks added gains in September as demand for riskier assets increased. The negative performance in September was largely attributable to the agriculturals sector. Long positions generally struggled as the S&P Agriculture Index fell 3% in September. The energy allocation also lost value as long exposures to oil and short exposure to natural gas resulted in small losses. Long exposure to precious metals also generated gains as nervousness and QE3 fuelled inflation expectations boosted the gold price. Metals as a whole, however, lost ground in September as gains were eroded by short holdings of base metals, which suffered as industrial commodities were lifted by improved demand expectations. Currency trading was up in September driven by short US dollar pairs which generated profits as news of QE3 put downward pressure on the US dollar. However, returns in September were pegged back as short euro positions suffered a loss across a host of currencies, with the single currency rising 1% on a trade-weighted basis.

In July, the long exposure to bonds and interest rates drove performance as the deteriorating economic picture spurred investors to prioritize capital preservation over growth. However, some gains were given back towards the month end and in August, long exposure to bonds continued to struggle as investors sold out of safe haven assets. In September, long exposure to bonds added to performance, with Italian and Japanese bonds being the most profitable.

 

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Three months ended June 30, 2012

Risk appetite fluctuated in April as concerns surrounding the Eurozone sovereign debt crisis persisted and there was renewed uncertainty over the strength of the US and Chinese economies. In May, we saw a change of government in France and an inconclusive general election in Greece, both of which increased the probability of Greece leaving the Euro and the risk of further contagion. Combined with concerns over global growth, evidenced by disappointing economic data releases, we saw a steep drop off in risk appetite over the course of May. Optimism returned in June amid hopes of government intervention and as European leaders agreed to recapitalize Spanish banks, buy Italian sovereign bonds and a growth package.

In April, the stock sector provided losses as broad long exposure suffered from the fall in global equities over the first half of the month. Losses were spread across regions, although US, German and Japanese indices were the main detractors. A general long exposure to stocks struggled in May as investors sold off risky assets. Stocks experienced volatility following elections in Europe and a plethora of negative news flows such as banking woes in Spain, JP Morgan’s trading loss and China’s slower growth. Exposure to stocks and energies hurt performance in June. Within stocks, exposure to European and US equities returned losses. Stocks surged in June after EU leaders pleasantly surprised investors by announcing that they had agreed new steps to support the EU’s troubled members.

Long-side exposure to bonds provided positive performance in April as investors increased their demand in the uncertain environment. German sovereign bonds were the main driver as general risk aversion, anxiety over unending Eurozone bailouts and less than encouraging economic indicator data added to demand for bonds. In May, long exposure to bonds largely drove performance as investors increasingly flocked to “safe haven” assets. In particular, positions in German bonds, US Treasuries and UK Gilts proved well placed in May. A long exposure to the fixed income sector benefited in June from periods of increased demand for perceived safe haven assets as investors sought to preserve capital amid heightened risk aversion. However, some gains were given back in June as investors participated in the rally in risk assets during mid-period and at month-end.

The heaviest losses in June came from the credit allocation as a broadly long exposure across the board resulted in a number of losses during periods of investor optimism. Risk appetite notably returned at the end of June as Eurozone leaders positively surprised markets by agreeing measures to stem the region’s escalating financial crisis.

Three months ended March 31, 2012:

The metals sector dragged on performance in January with both precious and industrials detracting similar amounts. Some of the most notable losses in January included short positions in aluminum and platinum as both rose over 10%. Exposure to metals also weighed on performance in February and March with long exposure to gold the largest detractor.

Short positions in agricultural trading posted losses in January with exposure to cocoa and corn seeing some of the larger negative performances. The agricultural sector produced positive returns in March led by short coffee and long soya exposure.

In equities trading, performance was negative for the month of January. As a general theme, profits from long positions in US indices were outweighed by shorts in Asian bourses. The stock sector led returns in February, however, as the increased market confidence benefited a broad long positioning. The largest gains in February came from US indices such as the S&P 500 and NASDAQ 100 as prices were buoyed by an improvement in US jobless claims, housing starts, consumer prices and business outlook data. Long exposure to stock indices added gains in March via US and Japanese indices. The strongest returns came from long positions in the NASDAQ 100 and S&P 500 as each rose 4.2% and 3.1% respectively on the back of a flurry of positive new from the US.

 

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In currencies, long US dollar exposure in January offset profits elsewhere in the sector as the greenback fell 1.3% on a trade-weighted basis after signs of an economic recovery in the US boosted investor risk appetite and saw the ‘safe-haven’ currency sell-off for much of the month. Long AUD/JPY proved the leading trade in February as the Australian dollar rallied after interest rates were left unchanged and hawkish Reserve Bank of Australia minutes led markets to revise their flat interest rate expectations. Whilst the US dollar ended the month of February flat on a trade weighted basis, some short US dollar pairs still added gains as increased risk appetite meant the greenback generally lost ground to emerging market and commodity-linked currencies. Trading in currencies added to losses overall in March, however. Short exposure to the US dollar suffered after the greenback rallied on better-than-expected US jobs and housing data.

Trading in bonds and short-term interest rates produced returns in January. Long positions in US Treasuries made up the majority of bond sector gains in January as prices jumped following the unexpected announcement by the Federal Reserve that interest rates would be held at near zero until at least 2014. In February, long exposure to fixed income assets dragged on performance as investors increasingly sought riskier assets during the month. In bonds, long exposure to US Treasuries proved the single largest loss in February as prices fell following uplifting economic data releases in the US. Exposure to fixed income assets weighed on performance in March as safe haven assets fell out of favor. In bonds, long holdings of US Treasuries detracted the most from returns in March as prices fell following positive economic comments by the Federal Reserve which led to reduced expectations for further quantitative easing.

 

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.

Introduction

Past Results Are Not Necessarily Indicative 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.

 

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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 following quantitative 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 Securities Litigation Reform Act of 1995 (set forth in Section 27A of the 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 safe harbor, 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, 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.

 

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The Partnership’s Trading Value at Risk in Different Market Sectors

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 September 30, 2013. As of September 30, 2013, the Partnership’s average capitalization was $293,512,556.

Quarter-Ended September 30, 2013

 

Market Sector

   Average
Value at Risk
     % of Average
Capitalization
    Highest Value
at Risk
     Lowest Value
at Risk
 

Agriculturals

   $ 4,947,576         1.69   $ 5,240,639       $ 4,390,033   

Bonds

   $ 5,703,898         1.94   $ 9,431,432       $ 3,450,619   

Credit

   $ 26,440,228         9.01   $ 31,707,590       $ 22,075,430   

Currencies

   $ 9,001,683         3.07   $ 10,401,509       $ 7,825,323   

Energies

   $ 3,955,364         1.35   $ 5,526,865       $ 2,813,362   

Interest rates

   $ 6,136,542         2.09   $ 13,093,653       $ 1,775,744   

Metals

   $ 3,567,760         1.22   $ 3,867,306       $ 3,004,600   

Stock indices

   $ 12,863,069         4.38   $ 17,543,294       $ 8,104,285   

Total

   $ 72,616,120         24.75   $ 96,812,288       $ 53,439,396   

Average, highest and lowest Value at Risk amounts relate to the quarter-end amounts for the nine months ended September 30, 2013. Average capitalization is the Partnership’s average quarter-end capitalization at the end of the nine months ended September 30, 2013.

Material Limitations on Value 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 (over 80%) of its assets in deposits, an AAA—rated Money Market Fund 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).

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,

 

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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.

The following were the primary trading risk exposures of the Partnership as of September 30, 2013, by market sector.

Financial Instruments. 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 the United States, Germany, the UK, Australia and Japan. 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 September 30, 2013 the Partnership’s primary currency exposures were in the U.S. dollar versus the Euro, UK Sterling, Brazilian Real, Mexican Peso and Singapore Dollar. The primary exposures in the currency crosses were in the Euro versus Australian Dollar, Euro versus UK Sterling, UK Sterling versus Australian Dollar, Euro versus Swedish Krona and Australian Dollar versus Yen.

Stock Indices. The Partnership’s primary equity exposure, through stock index futures, is to equity price risk in the G-7 countries. As of September 30, 2013, the Partnership’s primary exposures were in the Dax, Nikkei, Korean Kospi, S&P 500 and Hang Seng. The Partnership is primarily exposed to the risk of adverse price trends or static markets in the major U.S., 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 Diversified Portfolio used for the Partnership trades precious and base metals. As of September 30, 2013, the Partnership’s primary metals market exposures were in aluminum, gold, silver, copper, nickel 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. Wheat, coffee, soybeans, cotton and corn accounted for the substantial bulk of the Partnership’s commodities exposure as of September 30, 2013.

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 September 30, 2013, the main exposures were in crude oil, heating oil, gasoline, natural gas and gas oil.

 

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Qualitative Disclosures Regarding Non-Trading Risk Exposure

The following were the only non-trading risk exposures of the Partnership as of September 30, 2013.

Foreign Currency Balances. The Partnership’s primary foreign currency balances are in Euro, Australian dollar British pounds, Swedish krona and Japanese yen. 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 deposits, an AAA rated Money Market Fund 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 Regarding Means 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, 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 inefficiencies in markets around the world. The trading systems are quantitative and primarily directional in nature, meaning that investment decisions are entirely driven by mathematical models based on market trends and other historic relationships. 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. The AHL Diversified Program is diversified across over 100 markets covering a wide range of sectors including, without limitation, currencies, bonds, energies, stock indices, interest rates, metals and agriculturals. As well as emphasizing sector and market diversification, the AHL Diversified Program has been constructed to achieve diversification by combining various systems driven by powerful computerized trading algorithms, most of which work by sampling prices in real time and measuring price momentum and breakouts. Another important aspect of diversification is the fact that the various systems generate signals across different timeframes, ranging from two to three days to several months, which helps to reduce the risk of the AHL Diversified Program. 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 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 Chief Executive Officer and Chief Financial Officer with respect to the Partnership, 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

 

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September 30, 2013. Based on such evaluation, the Partnership’s Chief Executive Officer and Principal Financial Officer with respect to the Partnership have concluded that the Partnership’s disclosure controls and procedures were effective as of the fiscal quarter ended September 30, 2013.

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 September 30, 2013 that have materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

 

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PART II—OTHER INFORMATION

 

Item 1. Legal Proceedings.

None.

 

Item 1A. Risk Factors.

Risk of Loss. Investing in the Partnership is speculative and involves substantial risks. You should not invest unless you can afford to lose your entire investment.

General. The transactions in which the Advisor generally will engage in on behalf of the Partnership involve significant risks. Growing competition may limit the Advisor’s ability to take advantage of trading opportunities in rapidly changing markets. No assurance can be given that investors will realize a profit on their investment. Moreover, investors may lose all or some of their investment. Because of the nature of the trading activities, the results of the Partnership’s operations may fluctuate from month to month and from period to period. Accordingly, investors should understand that the results of a particular period will not necessarily be indicative of results in future periods.

Markets Are Volatile and Difficult to Predict. Trading in futures is a speculative activity. Futures prices may be highly volatile. Market prices are difficult to predict and are influenced by many factors, including: changes in interest rates; governmental, agricultural, trade, fiscal, monetary and exchange control programs and policies; weather and climate conditions; changing supply and demand relationships; national and international political and economic events; and the changing philosophies and emotions of market participants. In addition, governments intervene in particular markets from time to time, both directly and by regulation, often with the intent to influence prices. The effects of government intervention may be particularly significant in the financial instrument and currency markets, and may cause such markets to move rapidly.

Trading Is Highly Leveraged. The low margin deposits normally required in futures trading permit an extremely high degree of leverage. A relatively small movement in the price of a futures contract may result in immediate and substantial loss or gain to a trader holding a position in such contract. For example, if at the time of purchase 10% of the price of a futures contract is deposited as margin, a 10% decrease in the price of the futures contract would, if the contract were then closed out, result in a total loss of the margin deposit before any deduction for brokerage commissions. Consequently, like other leveraged investments, a futures trade may result in losses in excess of the amount invested. Forward contracts involve similar leverage and also may require deposits of margin as collateral. Swaps and OTC derivative instruments are also highly leveraged transactions.

Markets May Be Illiquid. At times, it may not be possible for the Advisor to obtain execution of a buy or sell order at the desired price or to liquidate an open position, either due to market conditions on exchanges or due to the operation of “daily price fluctuation limits” or “circuit breakers.” For example, most U.S. commodity exchanges limit fluctuations in most futures contract prices during a single day by regulations referred to as “daily price fluctuation limits” or “daily limits.” During a single trading day, no trades may be executed at prices beyond the daily limit. Futures contract prices occasionally have moved to the daily limit for several consecutive days with little or no trading.

Even when futures prices have not moved to the daily limit, the Advisor might not be able to obtain execution of trades at favorable prices if little trading in the contracts which the Advisor wishes to trade is taking place. Also, an exchange or governmental authority may suspend or restrict trading on an exchange (or in particular futures traded on an exchange) or order the immediate settlement of a particular instrument.

 

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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 Advisor to realize gain 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 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.

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 CFTC or the relevant exchange.

All trading accounts owned or managed by the 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 Advisor could be required to liquidate futures positions at an unfavorable time in order to comply with such limits. However, the 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 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 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 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 time;

 

    alter historical trading patterns;

 

    obscure developing price trends; or

 

    affect the execution of trades.

 

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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 not traded on exchanges and are executed directly through forward contract dealers. 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.

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/over-the-counter 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 CEA 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 Futures Contracts Are More Volatile Than Futures Contracts. The 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 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.

 

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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 participants as do U.S. exchanges and markets;

 

    may exercise less regulatory oversight and supervision over transactions and participants in transactions;

 

    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;

 

    may have different clearance and settlement procedures for transactions than U.S. exchanges and markets. There 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 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 inability or refusal to perform its obligations.

Institutional Risks. Institutions, such as the 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. The General Partner and Advisor will attempt to limit its transactions to well-capitalized and established brokers in an effort to mitigate such risks.

Counterparty Risk. The Partnership will be subject to the risk of the inability of counterparties to perform with respect to 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 Advisor will attempt to limit transactions to counterparties, which are established, well-capitalized and creditworthy.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

(a) Pursuant to the Partnership’s Limited Partnership Agreement, the Partnership may sell Units of Limited Partnership Interests (“Units”) as of the last business day of any calendar month or at such other times as the General Partner may determine. On July 31, 2013, August 31, 2013 and September 30, 2013, the Partnership sold Class A Series 1 Units, exclusive of non-cash transfers, to existing and new Limited Partners in the amount of $506,814, $83,000 and $0, respectively. On July 31, 2013, August 31, 2013 and September 30, 2013, the Partnership sold Class A Series 2 Units, exclusive of non-cash transfers, to existing and new Limited Partners in the amount of $3,000,000, $0 and $0, respectively. On July 31, 2013, August 31, 2013 and September 30, 2013, the Partnership sold Class B Series 1 Units, exclusive of non-cash transfers, to existing and new Limited Partners in the amount of $351,191, $187,690 and $150,020, respectively. On July 31, 2013, August 31, 2013 and September 30, 2013, 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.

 

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(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 June 2013:

 

     Class A Units      Class A-2 Units      Class B Units      Class B-2 Units  

Date of

Redemption:

   Amount
Redeemed:
     Amount
Redeemed:
     Amount
Redeemed:
     Amount
Redeemed:
 

July 31, 2013

   $ 9,722,312       $ 851,961       $ 3,369,766       $ 114,526   

August 31, 2013

   $ 12,361,203       $ 1,566,391       $ 5,640,750       $ 0   

September 30, 2013

   $ 6,840,100       $ 611,160       $ 3,323,618       $ 0   
  

 

 

    

 

 

    

 

 

    

 

 

 

TOTAL

   $ 28,923,615       $ 3,029,512       $ 12,334,134       $ 114,526   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

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

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.
10.2    Form of Trading Advisor Agreement between Man-AHL Diversified I L.P., Man Investments (USA) Corp. and Man-AHL (USA) Limited.
10.3    Form of Selling Agreement between Man Investments (USA) Corp. and Man Investments Inc.

 

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The following exhibits are incorporated by reference herein from the exhibits of the same description and number filed on March 31, 2011, for the year ended December 31, 2010, with the Partnership’s Annual Report on Form 10-K.

 

4.2    Sixth Amended Limited Partnership Agreement of Man-AHL Diversified I L.P.

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 November 14, 2013.

Man-AHL Diversified I L.P.

(Registrant)

By: Man Investments (USA) Corp.

General Partner

By: /s/ Eric Burl

President and Chief Executive Officer

By: /s/ JingLu Eng

As Principal Financial Officer

 

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EXHIBIT INDEX

 

Exhibit Number

  

Description of Document

  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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