10-Q 1 d520654d10q.htm 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 March 31, 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)

   5

STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL (b)

   6

STATEMENTS OF CASH FLOWS (b)

   7

NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)

   8

 

(a) At March 31, 2013 (unaudited) and December 31, 2012
(b) For the three months ended March 31, 2013 and 2012 (unaudited)

 

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MAN-AHL DIVERSIFIED I L.P.

(A Delaware Limited Partnership)

STATEMENTS OF FINANCIAL CONDITION

 

 

     March 31, 2013
(Unaudited)
     December 31, 2012  

ASSETS

     

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

   $ 353,685,058       $ 379,350,987   

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

     18,537,761         21,770,073   

Cash

     695,900         961,791   
  

 

 

    

 

 

 

Total

   $ 372,918,719       $ 402,082,851   
  

 

 

    

 

 

 

LIABILITIES AND PARTNERS’ CAPITAL

     

LIABILITIES:

     

Redemptions payable

   $ 16,942,545       $ 20,073,796   

Subscriptions received in advance

     695,900         916,841   

Management fees payable

     895,978         965,924   

Servicing fees payable

     456,482         492,005   

Accrued expenses and other liabilities

     242,263         283,298   
  

 

 

    

 

 

 

Total liabilities

     19,233,168         22,731,864   
  

 

 

    

 

 

 

PARTNERS’ CAPITAL:

     

General Partner - Class A Series 1 (186.37 unit equivalents outstanding at March 31, 2013 and December 31, 2012, respectively)

     549,639         537,590   

Limited Partners - Class A Series 1 (81,290.14 and 89,732.52 units outstanding at March 31, 2013 and December 31, 2012, respectively)

     239,734,444         258,830,984   

Limited Partners - Class A Series 2 (9,964.00 and 11,009.49 units outstanding at March 31, 2013 and December 31, 2012, respectively)

     30,897,038         33,286,088   

Limited Partners - Class B Series 1 (25,317.99 and 27,119.07 units outstanding at March 31, 2013 and December 31, 2012, respectively)

     74,666,006         78,224,406   

Limited Partners - Class B Series 2 (2,527.80 and 2,802.10 units outstanding at March 31, 2013 and December 31, 2012, respectively)

     7,838,424         8,471,919   
  

 

 

    

 

 

 

Total partners’ capital

     353,685,551         379,350,987   
  

 

 

    

 

 

 

Total liabilities and partners’ capital

   $ 372,918,719       $ 402,082,851   
  

 

 

    

 

 

 

 

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MAN-AHL DIVERSIFIED I L.P.

(A Delaware Limited Partnership)

STATEMENTS OF FINANCIAL CONDITION (continued)

 

 

     March 31, 2013
(Unaudited)
     December 31, 2012  

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

   $ 2,949.12       $ 2,884.47   
  

 

 

    

 

 

 

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

   $ 3,100.87       $ 3,023.40   
  

 

 

    

 

 

 

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

   $ 2,949.13       $ 2,884.48   
  

 

 

    

 

 

 

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

   $ 3,100.88       $ 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
March 31,
 
     2013     2012  

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

    

Interest income

   $ 50,637      $ 49,540   

Brokerage commissions

     (199,495     (165,590

Other expenses

     (133,638     (98,817
  

 

 

   

 

 

 

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

     (282,496     (214,867
  

 

 

   

 

 

 

PARTNERSHIP EXPENSES:

    

Management fees

     2,741,891        3,817,444   

Servicing fees

     1,397,026        1,948,846   

Administration fees

     121,225        164,645   

Professional fees

     55,000        56,263   

Other expenses

     40,183        18,421   
  

 

 

   

 

 

 

Total expenses

     4,355,325        6,005,619   
  

 

 

   

 

 

 

Net investment loss

     (4,637,821     (6,220,486
  

 

 

   

 

 

 

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

    

Net realized trading gains on closed contracts

     16,255,638        5,846,398   

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

     (3,121,475     (18,335,255
  

 

 

   

 

 

 

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

     13,134,163        (12,488,857
  

 

 

   

 

 

 

NET INCOME (LOSS)

   $ 8,496,342      $ (18,709,343
  

 

 

   

 

 

 

NET INCOME (LOSS) PER UNIT OF PARTNERSHIP INTEREST - CLASS A Series 1

   $ 64.65      $ (111.35
  

 

 

   

 

 

 

NET INCOME (LOSS) PER UNIT OF PARTNERSHIP INTEREST - CLASS A Series 2

   $ 77.47      $ (105.34
  

 

 

   

 

 

 

NET INCOME (LOSS) PER UNIT OF PARTNERSHIP INTEREST - CLASS B Series 1

   $ 64.65      $ (111.35
  

 

 

   

 

 

 

NET INCOME (LOSS) PER UNIT OF PARTNERSHIP INTEREST - CLASS B Series 2

   $ 77.46      $ (105.33
  

 

 

   

 

 

 

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 THREE MONTHS ENDED MARCH 31, 2013 and 2012 (UNAUDITED)

 

 

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

    4,079,741        1,401        —          —          —          —          1,125,410        386        —          —          5,205,151        1,787   

Redemptions

    (28,885,369     (9,844     —          —          (3,223,406     (1,045     (6,414,775     (2,187     (843,379     (274     (39,366,929     (13,350

Net income

    5,709,088        —          12,049        —          834,356        —          1,730,965        —          209,884        —          8,496,342        —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

PARTNERS’ CAPITAL

                       

March 31, 2013

  $ 239,734,444        81,290      $ 549,639        186      $ 30,897,038        9,964      $ 74,666,006        25,318      $ 7,838,424        2,528      $ 353,685,551        119,286   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

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

    16,447,025        5,206        —          —          265,000        81        7,665,549        2,426        300,000        91        24,677,574        7,804   

Redemptions

    (16,624,083     (5,347     —          —          (3,849,899     (1,204     (8,650,378     (2,790     (963,988     (296     (30,088,348     (9,637

Net loss

    (12,784,032     —          (20,753     —          (1,641,485     —          (3,847,327     —          (415,746     —          (18,709,343     —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

PARTNERS’ CAPITAL

                       

March 31, 2012

  $ 343,092,658        112,396      $ 568,912        186      $ 46,622,614        14,709      $ 100,895,557        33,053      $ 12,366,005        3,901      $ 503,545,746        164,245   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

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 three months ended
March 31,
 
     2013     2012  

CASH FLOWS FROM OPERATING ACTIVITIES:

    

Net income (loss)

   $ 8,496,342      $ (18,709,343

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

    

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

     (5,205,151     (24,677,873

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

     46,955,059        28,207,093   

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

     (12,851,667     12,703,724   

Changes in assets and liabilities:

    

Management fees payable

     (69,946     (36,434

Servicing fees payable

     (35,523     (19,291

Accrued expenses and other liabilities

     (41,035     59,185   
  

 

 

   

 

 

 

Net cash provided by (used in) operating activities

     37,248,079        (2,472,939
  

 

 

   

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

    

Proceeds from subscriptions

     4,984,210        24,770,846   

Payments on redemptions

     (42,498,180     (22,204,930
  

 

 

   

 

 

 

Net cash provided by (used in) financing activities

     (37,513,970     2,565,916   
  

 

 

   

 

 

 

NET INCREASE (DECREASE) IN CASH

     (265,891     92,977   

CASH AND CASH EQUIVALENTS - Beginning of period

     961,791        7,500,730   
  

 

 

   

 

 

 

CASH AND CASH EQUIVALENTS - End of period

   $ 695,900      $ 7,593,707   
  

 

 

   

 

 

 

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 March 31, 2013, and the results of its operations for the three months ended March 31, 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 commodity trading adviser 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 pool operator and 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 at the Partnership’s proportionate interest in the net assets of the Trading Company. Investment transactions are recorded on a trade-date basis. In addition, the Partnership accrues its own expenses. The performance of the Partnership is directly affected by the performance of the Trading Company. Attached are the financial statements of the Trading Company, including the condensed schedules of investments, which are an integral part of these financial statements. Valuation of investments held by the Trading Company is discussed in the Trading Company’s notes to financial statements.

At March 31, 2013 and December 31, 2012, the Partnership owned 34,340.20 and 38,106.40 units, respectively, of the Trading Company. The Partnership’s aggregate ownership percentage of the Trading Company at March 31, 2013 and December 31, 2012 was 82.63% and 82.95%, respectively.

The Partnership is able to redeem its investment from the Trading Company on a monthly basis. As of March 31, 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 three months ended March 31, 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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As of March 31, 2013, the Trading Company utilized JPMorgan Chase (“JPM”), Credit Suisse (“CS”) and Merrill Lynch (“ML”) to clear its futures trading activity. As of March 31, 2013, the Trading Company utilized Royal Bank of Scotland (“RBS”) and Deutsche Bank (“DB”) to clear its forward trading activity. As of March 31, 2013, the Trading Company entered into swap agreements with JPM and RBS.

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 March 31, 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 March 31, 2013, the Trading Company's due from brokers balance includes an estimated net balance at MFG UK of ($88,226) and 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 change in net asset value per unit of the respective classes, from the beginning of the year to the end of 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 three months ended March 31, 2013 and March 31, 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 three months ended March 31, 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 March 31, 2013 and 2012:

 

    For the three months ended March 31, 2013     For the three months ended March 31, 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

    (38.43     (30.14     (38.04     (30.17     (38.49     (29.89     (38.94     (29.85

Net realized and unrealized gains (losses) on trading activities

    103.08        107.61        102.69        107.63        (72.86     (75.45     (72.41     (75.48
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total income (loss) from investment operations

    64.65        77.47        64.65        77.46        (111.35     (105.34     (111.35     (105.33
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending net asset value

  $ 2,949.12      $ 3,100.87      $ 2,949.13      $ 3,100.88      $ 3,052.53      $ 3,169.60      $ 3,052.54      $ 3,169.62   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ratios to average partners’ capital:1

               

Expenses other than incentive fees

    5.37     4.02     5.31     4.03     5.00     3.75     5.06     3.75
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total expenses

    5.37     4.02     5.31     4.03     5.00     3.75     5.06     3.75
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net investment loss

    (5.31 )%      (3.97 )%      (5.26 )%      (3.97 )%      (4.96 )%      (3.72 )%      (5.02 )%      (3.71 )% 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total return:2

               

Total return before incentive fees

    2.24     2.56     2.24     2.56     (3.52 )%      (3.22 )%      (3.52 )%      (3.22 )% 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total return after incentive fees

    2.24     2.56     2.24     2.56     (3.52 )%      (3.22 )%      (3.52 )%      (3.22 )% 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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 March 31, 2013 through the date of filing, limited partner subscriptions totaled approximately $2,300,671, and limited partner redemptions totaled approximately $22,163,376.

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)

  13

CONDENSED SCHEDULES OF INVESTMENTS (a)

  14

STATEMENTS OF OPERATIONS (b)

  15

STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL (b)

  16

STATEMENTS OF CASH FLOWS (b)

  17

NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)

  18

 

(a) At March 31, 2013 (unaudited) and December 31, 2012
(b) For the three months ended March 31, 2013 and 2012 (unaudited)

 

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MAN-AHL DIVERSIFIED TRADING COMPANY L.P.

(A Delaware Limited Partnership)

STATEMENTS OF FINANCIAL CONDITION

 

 

     March 31,2013         
     (Unaudited)      December 31, 2012  

ASSETS

     

Equity in trading accounts:

     

Net unrealized trading gains on open futures contracts

   $ 9,396,131       $ 4,050,440   

Net unrealized trading gains on open forward contracts

     724,085         5,510,378   

Net unrealized trading gains on open swap agreements

     —           431,271   

Due from brokers

     97,057,581         103,608,382   
  

 

 

    

 

 

 

Total equity in trading accounts

     107,177,797         113,600,471   

Cash and cash equivalents

     353,188,268         372,563,159   
  

 

 

    

 

 

 

Total assets

   $ 460,366,065       $ 486,163,630   
  

 

 

    

 

 

 

LIABILITIES AND PARTNERS’ CAPITAL

     

LIABILITIES:

     

Net unrealized trading losses on open futures contracts

   $ 409,964       $ 2,817,349   

Net unrealized trading losses on open swap agreements

     6,365,261         759,721   

Redemptions payable

     25,503,479         25,150,262   

Accrued expenses and other liabilities

     77,580         128,095   
  

 

 

    

 

 

 

Total liabilities

     32,356,284         28,855,427   
  

 

 

    

 

 

 

PARTNERS’ CAPITAL:

     

Limited Partners (41,556.58 and 45,937.32 units outstanding at March 31, 2013 and December 31, 2012, respectively)

     428,009,781         457,308,203   
  

 

 

    

 

 

 

Total partners’ capital

     428,009,781         457,308,203   
  

 

 

    

 

 

 

Total liabilities and partners’ capital

   $ 460,366,065       $ 486,163,630   
  

 

 

    

 

 

 

NET ASSET VALUE PER OUTSTANDING UNIT OF PARTNERSHIP INTEREST

   $ 10,299.45       $ 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

 

 

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

FUTURES CONTRACTS - Long:

        

Agricultural

   $ (773,782     (0.2 )%    $ (927,435     (0.2 )% 

Currencies

     874,026        0.2        284,896        0.1   

Energy

     284,676        0.1        99,770        0.0   

Indices

     (139,187     (0.1     2,018,688        0.4   

Interest rates

   $ 5,021,362        1.2        95,894        0.0   

Metals

     746,008        0.2        15,731        0.0   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total futures contracts - long

     6,013,103        1.4        1,587,544        0.3   
  

 

 

   

 

 

   

 

 

   

 

 

 

FUTURES CONTRACTS - Short:

        

Agricultural

     851,865        0.2     1,160,137        0.3   

Currencies

     (88,094     (0.0     157,334        0.0   

Energy

     (550,475     (0.2     518,554        0.1   

Indices

     2,046,627        0.5        158,907        0.0   

Interest rates

     (409,213     (0.1     (481,535     (0.1

Metals

     1,122,354        0.3        (1,867,850     (0.4
  

 

 

   

 

 

   

 

 

   

 

 

 

Total futures contracts - short

     2,973,064        0.7        (354,453     (0.1
  

 

 

   

 

 

   

 

 

   

 

 

 

NET UNREALIZED TRADING GAINS (LOSSES) ON OPEN FUTURES CONTRACTS

   $ 8,986,167        2.1   $ 1,233,091        0.2
  

 

 

   

 

 

   

 

 

   

 

 

 

FORWARD CONTRACTS - Long:

        

Australian dollars

   $ 357,272        0.1   $ 3,515        0.0

British pounds

     43,449        0.0        975,486        0.2   

Euro

     (5,361,735     (1.3     2,283,265        0.5   

Gold bullion

     (32,382     (0.0     (1,269,070     (0.3

Japanese yen

     9,193        0.0        (1,369,431     (0.3

New Zealand dollars

     178,397        0.1        360,776        0.1   

Other

     (4,240,045     (1.0     9,887,264        2.2   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total forward contracts - long

     (9,045,851     (2.1     10,871,805        2.4   
  

 

 

   

 

 

   

 

 

   

 

 

 

FORWARD CONTRACTS - Short:

        

Australian dollars

     (828,915     (0.2     235,632        0.1   

British pounds

     121,680        0.0        (832,162     (0.2

Euro

     5,693,286        1.4        (6,940,417     (1.5

Gold bullion

     476,417        0.1        543,202        0.1   

Japanese yen

     470,680        0.1        5,071,648        1.1   

New Zealand dollars

     (299,517     (0.1     (120,666     (0.0

Other

     4,136,305        1.0        (3,318,664     (0.7
  

 

 

   

 

 

   

 

 

   

 

 

 

Total forward contracts - short

     9,769,936        2.3        (5,361,427     (1.1
  

 

 

   

 

 

   

 

 

   

 

 

 

NET UNREALIZED TRADING GAINS (LOSSES) ON OPEN FORWARD CONTRACTS

   $ 724,085        0.2   $ 5,510,378        1.3
  

 

 

   

 

 

   

 

 

   

 

 

 

SWAP AGREEMENTS - Long:

        

Credit default swaps

   $ (35,251     (0.0 )%    $ —          0.0

Interest rate swaps

     (1,371,293     (0.3     (57,468     (0.0
  

 

 

   

 

 

   

 

 

   

 

 

 

Total swap agreements - long

     (1,406,544     (0.3     (57,468     (0.0
  

 

 

   

 

 

   

 

 

   

 

 

 

SWAP AGREEMENTS - Short:

        

Credit default swaps

     (1,454,442     (0.4     (759,721     (0.2

Interest rate swaps

     (3,504,275     (0.8     488,739        0.1   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total swap agreements - short

     (4,958,717     (1.2     (270,982     (0.1
  

 

 

   

 

 

   

 

 

   

 

 

 

NET UNREALIZED TRADING GAINS (LOSSES) ON OPEN SWAP AGREEMENTS

   $ (6,365,261     (1.5 )%    $ (328,450     (0.1 )% 
  

 

 

   

 

 

   

 

 

   

 

 

 

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

   $ 3,344,991        0.8   $ 6,415,019        1.4
  

 

 

   

 

 

   

 

 

   

 

 

 

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
March 31,
 
     2013     2012  

NET INVESTMENT INCOME:

    

Interest income

   $ 61,421      $ 63,095   
  

 

 

   

 

 

 

EXPENSES

    

Brokerage commissions

     242,021        211,135   

Interest expense - brokers

     112,353        68,209   

Administration fees

     2,500        2,500   

Professional fees

     37,156        50,125   

Other expenses

     10,584        5,186   
  

 

 

   

 

 

 

Total expenses

     404,614        337,155   
  

 

 

   

 

 

 

Net investment loss

     (343,193     (274,060
  

 

 

   

 

 

 

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

    

Net realized trading gains on closed contracts/agreements

     19,717,372        7,516,163   

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

     (727,054     662,618   

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

     (3,070,028     (23,968,833
  

 

 

   

 

 

 

Net gain (loss) on trading activities

     15,920,290        (15,790,052
  

 

 

   

 

 

 

NET INCOME (LOSS)

   $ 15,577,097      $ (16,064,112
  

 

 

   

 

 

 

NET INCOME (LOSS) PER UNIT OF PARTNERSHIP INTEREST

   $ 344.40      $ (248.09
  

 

 

   

 

 

 

See notes to financial statements.

 

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Table of Contents

MAN-AHL DIVERSIFIED TRADING COMPANY L.P.

(A Delaware Limited Partnership)

STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL

FOR THE THREE MONTHS ENDED MARCH 31, 2013 AND 2012 (UNAUDITED)

 

 

     Limited     General         
     Partners     Partner      Total  

PARTNERS’ CAPITAL - January 1, 2013

   $ 457,308,203      $ —         $ 457,308,203   

Issuance of 615.48 units of limited partnership interest

     6,205,151        —           6,205,151   

Redemption of 4,996.22 units of limited partnership interest

     (51,080,670     —           (51,080,670

Net gain

     15,577,097        —           15,577,097   
  

 

 

   

 

 

    

 

 

 

PARTNERS’ CAPITAL - March 31, 2013

   $ 428,009,781      $ —         $ 428,009,781   
  

 

 

   

 

 

    

 

 

 

PARTNERS’ CAPITAL - January 1, 2012

   $ 675,495,416      $ —         $ 675,495,416   

Issuance of 2,551.79 units of limited partnership interest

     26,644,467        —           26,644,467   

Redemption of 5,009.29 units of limited partnership interest

     (51,657,364     —           (51,657,364

Net loss

     (16,064,112     —           (16,064,112
  

 

 

   

 

 

    

 

 

 

PARTNERS’ CAPITAL - March 31, 2012

   $ 634,418,407      $ —         $ 634,418,407   
  

 

 

   

 

 

    

 

 

 

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 three months ended March 31,  
     2013     2012  

CASH FLOWS FROM OPERATING ACTIVITIES:

    

Net income (loss)

   $ 15,577,097      $ (16,064,112

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

    

Changes in assets and liabilities:

    

Net unrealized trading (gains) losses on open futures contracts

     (7,753,076     8,482,830   

Net unrealized trading (gains) losses on open forward contracts

     4,786,293        15,486,003   

Net unrealized trading (gains) losses on open swap agreements

     6,036,811        —     

Due from brokers

     6,550,801        (33,652,458

Interest receivable

     —          4,425   

Accrued expenses and other liabilities

     (50,515     48,168   
  

 

 

   

 

 

 

Net cash provided by (used in) operating activities

     25,147,411        (25,695,144
  

 

 

   

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

    

Proceeds from subscriptions

     6,205,151        26,644,467   

Payments on redemptions

     (50,727,453     (34,879,143
  

 

 

   

 

 

 

Net cash used in financing activities

     (44,522,302     (8,234,676
  

 

 

   

 

 

 

NET DECREASE IN CASH AND CASH EQUIVALENTS

     (19,374,891     (33,929,820

CASH AND CASH EQUIVALENTS - Beginning of period

     372,563,159        626,598,519   
  

 

 

   

 

 

 

CASH AND CASH EQUIVALENTS - End of period

   $ 353,188,268      $ 592,668,699   
  

 

 

   

 

 

 

SUPPLEMENTAL DISCLOSURE OF CASH ACTIVITY:

    

CASH PAID FOR INTEREST DURING THE PERIOD:

   $ 112,353      $ 68,209   
  

 

 

   

 

 

 

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 March 31, 2013, and the results of its operations for the three months ended March 31, 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 registered investment adviser and 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 commodity trading adviser 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., Man-AHL Diversified II L.P., and Man-AHL Diversified L.P., are limited partnerships whose general partner is the General Partner. Man-AHL Diversified L.P. fully redeemed from the Trading Company as of December 31, 2009 and transferred a portion of the assets to Man-AHL Diversified I L.P. on January 1, 2010.

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 pool operator and 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.

 

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Use of Estimates — The preparation of financial statements in conformity with U.S. GAAP requires the General Partner to make estimates and assumptions that affect the reported amounts of assets and liabilities (and disclosure of contingent assets and liabilities) at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Due 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 $90,966,229 and $102,017,458 as of March 31, 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, forward 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 traded 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. and Bank of America.

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

 

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examination, there were no material tax positions not deemed to meet a more-likely-than-not-threshold. Therefore, no tax expense, including interest or penalties, was recorded for the three months ended March 31, 2013. 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.

Net Income (Loss) Per Unit — Net income (loss) per unit of partnership interest is equal to the change in net asset value per unit from the beginning of the year to the end of 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 three months ended March 31, 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 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 March 31, 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 March 31, 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
March 31, 2013
    Level 1     Level 2     Level 3  
Assets         

Futures contracts

   $ 14,940,742      $ 14,940,742      $ —        $ —     

Forward contracts

     16,343,965        —          16,343,965        —     

Swap agreements

     4,840,418        —          4,840,418        —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Assets

     36,125,125        14,940,742        21,184,383        —     
  

 

 

   

 

 

   

 

 

   

 

 

 
Liabilities         

Futures contracts

     (5,954,575     (5,954,575     —          —     

Forward contracts

     (15,619,880     —          (15,619,880     —     

Swap agreements

     (11,205,679     —          (11,205,679     —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Liabilities

     (32,780,134     (5,954,575     (26,825,559     —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Net Fair Value

   $ 3,344,991      $ 8,986,167      $ (5,641,176   $ —     
  

 

 

   

 

 

   

 

 

   

 

 

 
     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 March 31, 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 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 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, 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 and forward contracts are recorded on traded date. Upon entering into futures and forward contracts, 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 in the statements of operations. The risks related to trading in interest rate swaps include changes in market value and the possible inability of the counterparty to fulfill its obligations under the agreement.

The Trading Company may enter into 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

 

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make a specific payment should a negative credit event take place (e.g. default, bankruptcy or debt restructuring). The Trading Company may either buy or sell (write) credit default swaps. As a buyer, 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), 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.

These periodic payments received or made under swap agreements by the Trading Company are included in net realized trading gains (losses) on closed contracts 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 to the agreements may default on its obligation to perform or disagree as to the meaning of the contractual terms in the agreements, and that there may be unfavorable changes in interest rates and/or market values associated with these transactions.

As of March 31, 2013, the Trading Company utilized JPM, CS and ML to clear its futures trading activity. As of March 31, 2013, the portion of net unrealized gains (losses) attributed to JPM, CS and ML was $4,151,504, $5,244,627 and $(409,964), respectively.

As of March 31, 2013, the Trading Company utilized RBS and DB to clear its forward trading activity. As of March 31, 2013, the portion of net unrealized gains (losses) attributed to RBS and DB was $342,001 and $382,084, respectively.

As of March 31, 2013, the total fair value and notional amounts of credit default swaps where the Trading Company is the seller were $1,447,990 and $445,000,000, 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 125 basis points and 486 basis points. The Trading Company has posted cash collateral of $32,090,001 with respective counterparties in the normal course of business. The maturity date for open credit default swaps is June 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 March 31, 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 March 31, 2013, the Trading Company's due from brokers balance includes an estimated net balance at MFG UK of ($88,226) and 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 March 31, 2013, the Trading Company traded 26,727 exchange-traded futures contracts and settled 15,287 forward contracts and 1,386 swap agreements. During the quarter ended March 31, 2012, the Trading Company traded 49,699 exchange-traded futures contracts and settled 10,745 forward contracts.

 

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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. This netting basis is executed across products and cash collateral when these provisions are specified in the netting agreement. 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 Trading Company to post additional collateral upon the occurrence of specific credit risk related events or upon notice from the counterparty. As the Trading Company’s trading strategies are dependent upon the existence of these agreements, the Trading Company’s counterparties usually have multiple specified events under which they can terminate individual transactions or the entire agreement. These are most commonly related to declines in assets under management and performance below certain thresholds during a specified period. It is not guaranteed that counterparties will move to terminate individual transactions or entire agreements if a “trigger event” were to occur; however, it is their right to do so, and such a move could severely impact the Trading Company’s portfolio. At March 31, 2013, the OTC contracts in a net liability position were the credit default swaps and the interest rate swaps. The ultimate amounts that may be required as payment to settle the derivative instruments in connection with the triggering of such credit contingency features as of March 31, 2013, may differ from the net liability amounts recorded as of March 31, 2013, and such differences can be material.

Forward contracts are entered into at an arm’s-length basis with RBS and DB. The Trading Company’s accounting policy is such that open contracts with the same counterparty are netted at the account level on the statements of financial condition, in accordance with master netting arrangements in place with each party, as applicable. Netting is effective across products and cash collateral when so specified in the applicable netting agreement. At March 31, 2013 and December 31, 2012, estimated credit risk with regard to forward contracts was $724,085 and $5,510,378, respectively. At March 31, 2013 and December 31, 2012, estimated credit risk with regard to swap agreements was $0 and $431,271, respectively.

For exchange-traded 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.

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

 

    

March 31, 2013

 
    

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

      $ 15,564,178          $ (15,331,288

Metals

        779,787            (288,592
     

 

 

       

 

 

 

Total open forward contracts

        16,343,965            (15,619,880
     

 

 

       

 

 

 

Open futures contracts

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

Agricultural

        1,834,051            (1,755,968

Currencies

        875,151            (89,219

Energy

        1,064,785            (1,330,584

Indices

        3,765,447            (1,858,007

Interest rates

        5,472,467            (860,318

Metals

        1,928,841            (60,479
     

 

 

       

 

 

 

Total open futures contracts

        14,940,742            (5,954,575
     

 

 

       

 

 

 

Open swap agreements

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

Credit

        235,227            (1,724,920

Interest rates

        4,605,191            (9,480,759
     

 

 

       

 

 

 

Total open swap agreements

        4,840,418            (11,205,679
     

 

 

       

 

 

 

Total Derivatives

   $ 36,125,125          $ (32,780,134
     

 

 

       

 

 

 
    

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
     

 

 

       

 

 

 

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

 

          For the three months ended
March 31,
 
          2013
(Unaudited)
    2012
(Unaudited)
 
    

Location of loss or gain recognized in income on derivatives

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

Forward contracts

       

Currencies

      $ 11,265,956      $ 7,544,639   

Metals

        (360,429     252,045   
     

 

 

   

 

 

 
   Net realized trading gains/losses on closed contracts    $ 10,905,527      $ 7,796,684   
     

 

 

   

 

 

 

Currencies

      $ (6,366,503   $ (12,783,572

Metals

        1,580,210        (2,702,431
     

 

 

   

 

 

 
   Net change in unrealized trading gaines/losses on open contracts    $ (4,786,293   $ (15,486,003
     

 

 

   

 

 

 

Futures contracts

       

Agricultural

      $ 545,473      $ (467,203

Currencies

        (123,171     (1,939,394

Energy

        (3,789,345     9,583,908   

Indices

        24,182,773        10,852,814   

Interest rates

        (8,623,089     (8,772,123

Metals

        (3,479,674     (9,350,589
     

 

 

   

 

 

 
   Net realized trading gains/losses on closed contracts    $ 8,712,967      $ (92,587
     

 

 

   

 

 

 

Agricultural

      $ (154,619   $ 972,883   

Currencies

        343,702        (1,714,486

Energy

        (884,123     (2,147,018

Indices

        (270,155     2,064,377   

Interest rates

        4,997,790        (6,357,001

Metals

        3,720,481        (1,301,585
     

 

 

   

 

 

 
   Net change in unrealized trading gaines/losses on open contracts    $ 7,753,076      $ (8,482,830
     

 

 

   

 

 

 

Swap agreements

       

Credit default swaps

      $ (1,413,817   $ —     

Interest rate swaps

        2,490,372        —     
     

 

 

   

 

 

 
   Net realized trading gains/losses on closed agreements    $ 1,076,555      $ —     
     

 

 

   

 

 

 

Credit default swaps

      $ (729,972   $ —     

Interest rate swaps

        (5,306,839     —     
     

 

 

   

 

 

 
   Net change in unrealized trading gaines/losses on open agreements    $ (6,036,811   $ —     
     

 

 

   

 

 

 

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, repurchase agreements and reverse repurchase agreements, and securities borrowing and securities lending transactions 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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The following table provides additional disclosures regarding the offsetting of derivative assets presented in the statements of financial condition:

 

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

As of March 31, 2013

               

Open futures contracts

               

Credit Suisse

   $ 8,325,700       $ (3,081,073   $ 5,244,627       $ —         $ (17,299,645   $ 22,544,272   

JPMorgan Chase

     5,638,712         (1,487,208     4,151,504         —           (16,115,893     20,267,397   
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Total open futures contracts

   $ 13,964,412       $ (4,568,281   $ 9,396,131       $ —         $ (33,415,538   $ 42,811,669   
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Open forward contracts

               

Deutsche Bank

   $ 7,260,431       $ (6,878,347   $ 382,084       $ —         $ (4,053,950   $ 4,436,034   

Royal Bank of Scotland

     9,083,534         (8,741,533     342,001         —           (18,419,318     18,761,319   
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Total open forward contracts

   $ 16,343,965       $ (15,619,880   $ 724,085       $ —         $ (22,473,268   $ 23,197,353   
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

As of December 31, 2012

               

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

   $ 12,060,094       $ (9,074,899   $ 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

   $ 21,156,607       $ (15,646,229   $ 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
of Recognized
Liabilities
     Gross Amount
Offset in the
Statements of
Financial
Condition
    Net Amounts of
Liabilities Presented
in the Statements

of Financial
Condition
     Gross Amounts Not Offset in the
Statements of Financial

Condition
     Net Amount  
             Financial
Instruments
     Cash Collateral
Pledged
    

As of March 31, 2013

                

Open futures contracts

                

Merrill Lynch

   $ 1,386,294       $ (976,330   $ 409,964       $ —         $ 2,981,451       $ (2,571,487
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total open futures contracts

   $ 1,386,294       $ (976,330   $ 409,964       $ —         $ 2,981,451       $ (2,571,487
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Open swap agreements

                

JPMorgan Chase

   $ 1,724,920       $ (235,227   $ 1,489,693       $ —         $ 32,090,001       $ (30,600,308

Royal Bank of Scotland

     9,480,759         (4,605,191     4,875,568         —           5,971         4,869,597   
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total open swap agreements

   $ 11,205,679       $ (4,840,418   $ 6,365,261       $ —         $ 32,095,972       $ (25,730,711
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

As of December 31, 2012

                

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
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

 

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 March 31, 2013 and 2012:

 

     For the three months
ended March 31,
 
     2013     2012  

Per unit operating performance:

    

Beginning net asset value

   $ 9,955.05      $ 10,416.17   

Income (loss) from investment operations:

    

Net investment loss

     (7.90     (4.30

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

     352.30        (243.79
  

 

 

   

 

 

 

Total income (loss) from investment operations

     344.40        (248.09
  

 

 

   

 

 

 

Ending net asset value

   $ 10,299.45      $ 10,168.08   
  

 

 

   

 

 

 

Ratios to average partners’ capital:1

    

Expenses

     0.37     0.21
  

 

 

   

 

 

 

Net investment loss

     (0.31 )%      (0.17 )% 
  

 

 

   

 

 

 

Total return2

     3.46     (2.38 )% 
  

 

 

   

 

 

 

 

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 March 31, 2013 through the date of filing, limited partner subscriptions totaled $2,400,671, and limited partner redemptions totaled $29,796,609.

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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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.

 

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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 March 31, 2013:

 

     31-Mar-13  

Ending Equity

   $ 353,685,551   

Three months ended March 31, 2013:

Net assets decreased $25,665,436 for the three months ended March 31, 2013. This decrease was attributable to subscriptions in the amount of $5,205,151, redemptions in the amount of $39,366,929 and a net gain from operations of $8,496,342.

Management fees of $2,741,891 and servicing fees of $1,397,026 were paid or accrued, and interest of $50,637 was earned or accrued on the Partnership’s cash and cash equivalent investments and broker balances, for the three months ended March 31, 2013.

The Partnership’s other expenses paid or accrued for the three months ended March 31, 2013 were $216,408.

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

 

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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 March 31, 2012:

 

     31-Mar-12  

Ending Equity

   $ 503,545,746   

Three months ended March 31, 2012:

Net assets decreased $24,120,117 for the three months ended March 31, 2012. This decrease was attributable to subscriptions in the amount of $24,677,574, redemptions in the amount of $30,088,348 and a net loss from operations of $18,709,343.

Management fees of $3,817,444 and servicing fees of $1,948,846 were paid or accrued, and interest of $49,540 was earned or accrued on the Partnership’s cash and cash equivalent investments, for the three months ended March 31, 2012.

The Partnership’s other expenses paid or accrued for the three months ended March 31, 2012 were $239,329.

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.

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.

 

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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.

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.

 

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The Partnership’s risk exposure in the various market sectors traded by the General Partner is quantified below in terms of Value at Risk. Due to the Partnership’s mark-to-market accounting, any loss in the fair value of the Partnership’s open positions is directly reflected in the Partnership’s earnings (realized or unrealized) and cash flow (at least in the case of exchange-traded contracts in which profits and losses on open positions are settled daily through variation margin).

For regulatory purposes, exchange initial margin requirements have been used by the Partnership as the measure of its Value at Risk. For trading and internal risk monitoring purposes, a different approach based on simulated market movements is used. Initial margin requirements include a credit risk factor and a maintenance margin factor and thus overstate the maximum one-day loss reflected by the maintenance margin requirement by the amount of the credit risk factor used in setting initial margin requirements. Maintenance margin requirements are set by exchanges to equal or exceed 95-99% of the maximum one-day losses in the fair value of any given contract incurred during the time period over which historical price fluctuations are researched for purposes of establishing margin levels. The maintenance margin levels are established by dealers and exchanges using historical price studies as well as an assessment of current market volatility (including the implied volatility of the options on a given futures contract) and economic fundamentals to provide a probabilistic estimate of the maximum expected near-term one-day price fluctuation.

In the case of market sensitive instruments that are not exchange traded (almost exclusively currencies in the case of the Partnership), dealers’ margins have been used as Value at Risk.

The fair value of the Partnership’s futures and forward positions does not have any optionality component. However, the General Partner may also trade commodity options on behalf of the Partnership. The Value at Risk associated with options would be reflected in the margin requirement attributable to the instrument underlying each option.

In quantifying the Partnership’s Value at Risk, 100% positive correlation in the different positions held in each market risk category has been assumed. Consequently, the margin requirements applicable to the open contracts have simply been aggregated to determine each trading category’s aggregate Value at Risk. The diversification effects resulting from the fact that the Partnership’s positions are rarely, if ever, 100% positively correlated have not been reflected.

 

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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 March 31, 2013. As of March 31, 2013, the Partnership’s average capitalization was $353,443,431.

 

Quarter-Ended March 31, 2013

 

Market Sector

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

Agriculturals

   $ 5,212,057         1.47   $ 5,212,057       $ 5,212,057   

Bonds

   $ 9,431,432         2.67   $ 9,431,432       $ 9,431,432   

Credit

   $ 22,075,430         6.25   $ 22,075,430       $ 22,075,430   

Currencies

   $ 10,401,509         2.94   $ 10,401,509       $ 10,401,509   

Energies

   $ 5,526,865         1.56   $ 5,526,865       $ 5,526,865   

Interest rates

   $ 13,093,653         3.70   $ 13,093,653       $ 13,093,653   

Metals

   $ 3,831,373         1.08   $ 3,831,373       $ 3,831,373   

Stock indices

   $ 12,941,627         3.66   $ 12,941,627       $ 12,941,627   

Total

   $ 82,513,946         23.33   $ 82,513,946       $ 82,513,946   

Average, highest and lowest Value at Risk amounts relate to the quarter-end amounts for the three months ended March 31, 2013. Average capitalization is the Partnership’s capitalization at the end of the three months ended March 31, 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 March 31, 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 March 31, 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 March 31, 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 March 31, 2013, the Partnership’s primary metals market exposures were in aluminum, gold, silver, copper, nickel and zinc.

Agricultural. The Partnership’s primary agricultural market 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 March 31, 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 March 31, 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 March 31, 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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March 31, 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 March 31, 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 March 31, 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

 

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determination of near-term volatility is more important to successful options trading than it is to long-term futures contract trading strategies because such volatility generally does not have as significant an effect on the prices of futures contracts.

Trading on Non-U.S. Exchanges and Markets Will Expose the Partnership to Risks Not Applicable to Trading on U.S. Exchanges and Markets. The Partnership, through the Trading Company, may engage in trading on non-U.S. exchanges and markets. The Partnership will be subject to the risk of fluctuations in the currency exchange rate between the local currency and the U.S. dollar and to the possibility of exchange controls. Trading on such exchanges and markets generally involves other risks not applicable to trading on U.S. exchanges and markets.

For example, such exchanges and markets:

 

   

may not provide the same assurances of the integrity (financial and otherwise) of the marketplace and its 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 January 31, 2013, February 28, 2013 and March 31, 2013, the Partnership sold Class A Series 1 Units, exclusive of non-cash transfers, to existing and new Limited Partners in the amount of $407,591, $842,750 and $2,829,400, respectively. On January 31, 2013, February 28, 2013 and March 31, 2013, the Partnership sold Class A Series 2 Units, exclusive of non-cash transfers, to existing and new Limited Partners in the amount of $0, $0 and $0, respectively. On January 31, 2013, February 28, 2013 and March 31, 2013, the Partnership sold Class B Series 1 Units, exclusive of non-cash transfers, to existing and new Limited Partners in the amount of $507,750, $558,160 and $59,500, respectively. On January 31, 2013, February 28, 2013 and March 31, 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 March 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:
 

January 31, 2013

   $ 6,906,823       $ 676,107       $ 1,893,387       $ 0   

February 28, 2013

   $ 9,259,625       $ 1,028,302       $ 2,219,591       $ 440,547   

March 31, 2013

   $ 12,718,921       $ 1,518,997       $ 2,301,797       $ 402,832   

TOTAL

   $ 28,885,369       $ 3,223,406       $ 6,414,775       $ 843,379   

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

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 May 15, 2013.

 

Man-AHL Diversified I L.P.

(Registrant)

By:   Man Investments (USA) Corp.
General Partner
By:   /s/ Eric Burl
  Eric Burl
President and Chief Executive Officer
By:   /s/ JingLu Eng
  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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