Man AHL Diversified Futures Ltd ahl... · AHL is able to draw on the substantial business and...

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Man AHL Diversified Futures Ltd A company incorporated with limited liability under the Companies Act 1981 of Bermuda Second Addendum to the Prospectus issued by Man AHL Diversified Futures Ltd (the ‘Company’) dated 4 September 2012 (the ‘Prospectus’) containing particulars of the change in Investment Manager This Second addendum (‘Addendum’) is dated 22 July 2014 and is to be read in conjunction with the Prospectus, as amended by the First Addendum dated 7 November 2013. All capitalised and undefined terms in this Addendum shall have the meaning prescribed in the Prospectus. Page numbers as referred to below are to page numbers in the Prospectus. Except as amended in this Addendum, all provisions of the Prospectus shall remain in full force and effect. This Addendum will be effective from 22 July 2014. The Directors and the Investment Manager accept full responsibility for the accuracy of the information contained in this addendum and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement misleading. The Prospectus is hereby amended as follows: A. Change in Investment Manager Page 2 (The offering) The ninth paragraph of page 2 (commencing “Investment Manger”) shall be deleted and replaced by: Investment Manger AHL Partners LLP Page 5 (Investment Manager) The last paragraph of the second column of page 5 (commencing “The Investment Manager”) and the first paragraph of the first column of page 6 (commencing “Man is a world leader”) shall be deleted and replaced by: Following the novation of the Investment Management Agreement to AHL Partners LLP on 22 July 2014, the Investment Manager for the Company is AHL Partners LLP. The responsibility of the investment selection, portfolio construction and portfolio management of the Company’s portfolio rests with AHL. AHL operates as an investment division of the Man Group and operates through various legal vehicles including the Investment Manager (i.e. AHL Partners LLP). The Investment Manager is authorised and regulated by the FCA in the conduct of its regulated activities in the United Kingdom. A member of the Man Group, the Investment Manager provides access for private and institutional investors worldwide to alternative investment strategies through a range of innovative products and solutions designed to deliver long-term investment performance. Man Investments Limited, also a member of the Man Group, was the investment manager of the Company from inception until 22 July 2014.

Transcript of Man AHL Diversified Futures Ltd ahl... · AHL is able to draw on the substantial business and...

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Man AHL Diversified Futures Ltd A company incorporated with limited liability under the Companies Act 1981 of Bermuda Second Addendum to the Prospectus issued by Man AHL Diversified Futures Ltd (the ‘Company’) dated 4 September 2012 (the ‘Prospectus’) containing particulars of the change in Investment Manager This Second addendum (‘Addendum’) is dated 22 July 2014 and is to be read in conjunction with the Prospectus, as amended by the First Addendum dated 7 November 2013. All capitalised and undefined terms in this Addendum shall have the meaning prescribed in the Prospectus. Page numbers as referred to below are to page numbers in the Prospectus. Except as amended in this Addendum, all provisions of the Prospectus shall remain in full force and effect. This Addendum will be effective from 22 July 2014. The Directors and the Investment Manager accept full responsibility for the accuracy of the information contained in this addendum and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement misleading. The Prospectus is hereby amended as follows: A. Change in Investment Manager Page 2 (The offering) The ninth paragraph of page 2 (commencing “Investment Manger”) shall be deleted and replaced by: Investment Manger AHL Partners LLP Page 5 (Investment Manager) The last paragraph of the second column of page 5 (commencing “The Investment Manager”) and the first paragraph of the first column of page 6 (commencing “Man is a world leader”) shall be deleted and replaced by:

Following the novation of the Investment Management Agreement to AHL Partners LLP on 22 July 2014, the Investment Manager for the Company is AHL Partners LLP. The responsibility of the investment selection, portfolio construction and portfolio management of the Company’s portfolio rests with AHL. AHL operates as an investment division of the Man Group and operates through various legal vehicles including the Investment Manager (i.e. AHL Partners LLP). The Investment Manager is authorised and regulated by the FCA in the conduct of its regulated activities in the United Kingdom. A member of the Man Group, the Investment Manager provides access for private and institutional investors worldwide to alternative investment strategies through a range of innovative products and solutions designed to deliver long-term investment performance. Man Investments Limited, also a member of the Man Group, was the investment manager of the Company from inception until 22 July 2014.

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The second paragraph of the first column of page 6 (commencing “AHL”) shall be deleted and replaced by:

AHL AHL operates as an investment division of Man Group and operates through various legal vehicles including the Investment Manager. AHL is one of the world’s leading quantitative managed futures managers. It provides investors with highly liquid and efficient trading strategies which offer low correlation to more traditional investment disciplines. The business was established in 1987 as a division of Man Investments Limited and has developed a long and successful track record, offering strong returns with a low correlation to other asset classes. As at 31 March 2014, the Investment Manager managed USD 9 billion in assets. AHL employs sophisticated computerised processes to identify inefficiencies in markets around the world. A stable and robust trading and implementation infrastructure is then employed to capitalise on these trading opportunities. AHL is able to draw on the substantial business and corporate infrastructure, information technology, administration, logistics, compliance and legal functions, and client servicing offered by Man through a worldwide network of offices and staff.

Page 22 (Brokerage fees) The final paragraph of the first column of page 22 (commencing “Neither the Investment Manager”) shall be deleted and replaced by: Use of Dealing Commission

The Investment Manager utilises various brokers and dealers to execute securities transactions. Portfolio transactions for the Company are allocated to brokers and dealers on the basis of best execution (in accordance with the rules of the FCA) based on a number of factors, including commissions/price, the ability of brokers and dealers to effect the transactions, the brokers and dealers facilities, reliability and financial responsibility. The Investment Manager need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost. All such transactions will be undertaken in compliance with the rules of the FCA on inducements and the use of dealing commission. Accordingly, dealing commissions will be used only for the provision of execution or research services.

In addition, although soft dollars will be used for brokerage and research products and services with the Safe Harbor provided by Section 28 (e) of the US Securities Exchange Act of 1934, as amended, soft dollars may be generated in transactions and pursuant to arrangements not falling within the Section 28 (e) Safe Harbor. Soft dollars generated through transactions other than agency transactions in securities and riskless principal transactions in securities (e.g. transactions in rights, options, warrants or certificates to the extent that they relate to shares and principal transactions involving securities that are not riskless principal transactions) do not fall within the Safe Harbor created by Section 28 (e) and may be used to obtain brokerage and research products and services.

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Brokers sometimes suggest a level of business they would like to receive in return for the various products and services they provide. Actual brokerage business received by any broker may be less than the suggested allocation, but can (and often does) exceed the suggested level, because total brokerage is allocated on the basis of all of the considerations described above. A broker is not excluded from receiving business because it has not been identified as providing research services or products. Research products and services received from the Company’s brokers may be used by the Investment Manager in servicing all of its accounts, and not all such research products and services need to be used in connection with the Company. Nonetheless the Investment Manager believes that such investment information provides the Company with benefits by supplementing the research otherwise available to the Company.

In entering into transactions with brokers or dealers connected to the Investment Manager on behalf of the Company, directors of the Company or any of their connected persons, the Investment Manager will ensure that: (a) such transactions are on arm’s length terms; (b) it uses due care in the selection of such brokers or dealers and ensure that they are suitably qualified in the circumstances; (c) transaction execution must be consistent with applicable best execution standards; (d) the fee or commission paid to any such broker or dealer in respect of a transaction must not be greater than that which is payable at the prevailing market rate for a transaction of that size and nature; (e) it monitors such transactions to ensure compliance with its obligations; and (f) the nature of such transactions and the total commissions and other quantifiable benefits received by such broker or dealer shall be disclosed in the annual report of the Company. Dealing commissions will be used for the provision of execution or research services in accordance with any applicable regulatory requirements. In particular, soft dollars will only be retained if the goods or services1 are of demonstrable benefit to Shareholders, transaction execution is consistent with best execution standards and brokerage rates are not in excess of customary institutional full-service brokerage rates. Periodic disclosure will be made in the Company’s annual report in the form of a statement describing the Investment Manager’s soft dollar practices, including a description of the goods and services received by the Investment Manager.

1 Goods and services may include: research and advisory services; economic and political analysis; portfolio analysis, including valuation and performance measurement; market analysis, data and quotation services; computer hardware and software incidental to the above goods and services; clearing and custodian services and investment-related publications. Such goods and services may not include travel, accommodation, entertainment, general administrative goods or services, general office equipment or premises, membership fees, employee salaries, or direct money payments.

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Neither the Investment Manager nor any of its connected persons will retain cash or other rebates from brokers or dealers in consideration of directing transactions for the Manager to such brokers or dealers.

Page 23 (Names and addresses) The third paragraph of the second column of page 23 (commencing “Investment Manager”) shall be deleted and replaced by:

Investment Manager AHL Partners LLP 2 Swan Lane Riverbank House London EC4R 3AD United Kingdom

Page 26 (Appendix 1) The second paragraph of the first column of page 26 (commencing “Investment Manager”) shall be deleted and replaced by:

‘Investment Manager’ means AHL Partners LLP of Riverbank House, 2 Swan Lane, London EC4R 3AD, United Kingdom, a limited liability partnership established in England and authorised and regulated by the FCA in the conduct of its regulated activities in the United Kingdom.

Page 30 (Appendix 2) The first paragraph headed (a) of the first column of page 30 (commencing “the Investment Management Agreement”) shall be deleted and replaced by:

(a) the Investment Management Agreement between the Company, Man Investments AG (formerly Adam, Harding & Lueck AG which merged with Man Investments AG) and the Investment Manager, dated 25 March 2011, as amended and restated on 4 September 2012 and subsequently novated to the Investment Manager on 22 July 2014, pursuant to which the Investment Manager has agreed to provide investment management advice, trading advice and risk management services to the Company and pursuant to which Man Investments AG has been appointed as Marketing Adviser;

The second paragraph headed (g) of the second column of page 30 (commencing “the Hong Kong representative agreement”) shall be deleted and replaced by:

(g) the Hong Kong representative agreement between the Company, the Investment Manager and the Hong Kong Representative, dated 25 March 2011, as amended and restated on 22 July 2014, pursuant to which the Hong Kong Representative has been appointed as the Hong Kong Representative of the Company and the Investment Manager.

B. Administrative updates (i) Change in the name and address of the Registrar, the Principal Paying Agent

and the Company Secretary (including the address of the registered office of the Company).

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All references in the Prospectus to “Citi Hedge Fund Services, Ltd.”, shall be deleted and replaced by “Citi Fund Services (Bermuda), Ltd.”. Pages 23 and 24 (Names and addresses) The first paragraph of the second column of page 23 (commencing “Registered office of the Company”) shall be deleted and replaced by:

Registered office of the Company Citi Fund Services (Bermuda), Ltd 5 Reid Street Hamilton HM 11 Bermuda

The second paragraph of the second column of page 23 (commencing “Company Secretary”) shall be deleted and replaced by:

Company Secretary Christine Perinchief c/o Citi Fund Services (Bermuda), Ltd. 5 Reid Street Hamilton HM 11 Bermuda

The last paragraph of the second column of page 23 (commencing “Registrar”) shall be deleted and replaced by:

Registrar Citi Fund Services (Bermuda), Ltd. 5 Reid Street Hamilton HM 11 Bermuda Tel: +1 441 295 9166 Fax: +1 441 292 6145 Contact: The Company Secretary

The third paragraph of the second column of page 24 (commencing “Principal Paying Agent”) shall be deleted and replaced by:

Principal Paying Agent Citi Fund Services (Bermuda), Ltd. 5 Reid Street Hamilton HM 11 Bermuda Tel: +1 441 295 9166 Fax: +1 441 292 6145

(ii) Reduction on the minimum investment amount from USD20,000 to USD10,000.

Page 2 (The offering) The sixth paragraph of page 2 (commencing “Minimum initial investment”) shall be deleted and replaced by:

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Minimum initial investment USD 10,000 Page 17 (Procedure for applications) The last sentence in the first paragraph of the first column of page 17 (commencing “For all new applications”) as amended by the First Addendum dated 7 November 2013 shall be deleted and replaced by:

Please note that the minimum level of initial investment by each investor in Hong Kong in the Company is USD10,000.

The third paragraph of the second column of page 17 (commencing “When applying for Shares”) as amended by the First Addendum dated 7 November 2013 shall be deleted and replaced by:

When applying for Shares, Applicants should apply for a minimum initial investment of USD10,000.

(iii) Update on information regarding Board of Directors of the Company to reflect

the resignation of Ronan Daly and John Walley. All references to Ronan Daly and John Walley shall be deleted.

(iv) All references to “Financial Services Authority” or “FSA” shall be deleted and

replaced by “Financial Conduct Authority” or “FCA” respectively.

(v) Change of the website reference through which certain reporting and

statements were available. All references to “www.maninvestments.com” shall be deleted and replaced by “www.man.com (this website is not authorised and reviewed by the SFC)”.

(vi) Other miscellaneous updates

Page 23 (Names and addresses) The second paragraph of the first column of page 23 (commencing “Dawn Griffiths (British)”) shall be deleted and replaced by:

Dawn Griffiths (British) Conyers Dill & Pearman Limited Clarendon House 2 Church Street Hamilton HM 11 Bermuda Ms Griffiths is a director of Conyers Dill & Pearman Limited, barristers and attorneys, Bermuda.

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Man AHL Diversified Futures Ltd A company incorporated with limited liability under the Companies Act 1981 of Bermuda

Addendum to the Prospectus issued by Man AHL Diversified Futures Ltd (the ‘Company’) dated 4 September 2012 (the ‘Prospectus’) containing particulars of an offering of participating shares This addendum (‘Addendum’) is dated 7 November 2013 and is to be read in conjunction with the Prospectus. All capitalised and undefined terms in this Addendum shall have the meaning prescribed in the Prospectus. Page numbers as referred to below are to page numbers in the Prospectus. Except as amended in this Addendum, all provisions of the Prospectus shall remain in full force and effect. This Addendum will be effective from 7 November 2013. The Directors and the Investment Manager accept responsibility for the information contained in this addendum. The Prospectus is hereby amended as follows: Page 16 (Procedure for applications)

The first paragraph of the first column of page 17 (commencing “For all new applications for subscriptions”) shall be deleted and replaced by:

For all new applications for subscriptions, Applicants must promptly mail the relevant original Application Form (and Anti-money Laundering Documents required in Appendix 4) duly completed and signed by or on behalf of the Applicant to Citibank (Hong Kong) or the Shareholder Services Provider who have been appointed to process applications. Shareholders will not be entitled to payment of any redemption proceeds (pursuant to a request for redemption) until the original Application Form (and Anti-money Laundering Documents) has been received by Citibank (Hong Kong) or the Shareholder Services Provider. Once completed applications have been received by the Company, they are irrevocable. The Directors may, in their absolute discretion, reject or scale down any application for Shares without giving any reason. In such event the subscription monies or any balance thereof, as appropriate, less any bank charges, will be returned to the source from which it was received. Please note that the minimum level of initial investment by each investor in Hong Kong in the Company is USD20,000 (or such lesser amount as the Directors in their discretion may determine, but in any event the minimum level of initial investment by each investor in Hong Kong in the Company must not be less than USD10,000).

The third paragraph of the second column of page 17 (commencing “When applying for Shares”) shall be deleted and replaced by:

When applying for Shares, Applicants should apply for a minimum initial investment of USD20,000 (or such lesser amount as the Directors in their discretion may determine, but in any event the minimum level of initial investment by each investor in Hong Kong in the Company must not be less than USD10,000).

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Page 23 (Names and addresses) The second paragraph of page 24 (commencing “Transfer Agency”) shall be deleted and replaced by: Transfer Agency Citibank N.A., Hong Kong Branch 9/F, Two Harbourfront 22 Tak Fung Street Hunghom, Kowloon Hong Kong, Tel: +852 2306 8111 Fax: +852 3077 4889 (Dealing Forms only)

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Man AHL Diversifi ed Futures Ltd

Prospectus

4 September 2012

A company incorporated with limited liability in Bermuda under the Companies Act 1981 of Bermuda

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Man AHL Diversified Futures Ltd

A company incorporated with limited liability in Bermuda under

the Companies Act 1981 of Bermuda

The prices of futures, options and other investments in which the

Company may invest may fall in value as rapidly as they may rise and it

may not be possible to liquidate the Company’s position in the relevant

markets before a loss is sustained.

No assurance can be given that the investment objective of the

Company will be achieved or that substantial losses will not be

suffered.

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Man AHL Diversified Futures Ltd

Preliminary

If you are in any doubt about the contents of this

Prospectus you should consult your stockbroker, bank

manager, lawyer, accountant or other professional adviser.

Investors may contact Man Investments (Hong Kong)

Ltd (the ‘Hong Kong Representative’) for any queries or

complaints in relation to this investment product. To contact

the Hong Kong Representative, investors may either:

• write to the Hong Kong Representative (Man

Investments (Hong Kong) Ltd, Suite 1301, Chater

House, 8 Connaught Road Central, Hong Kong)

• e-mail the Hong Kong Representative (ComplaintsAsia@

man.com)

• call the Hong Kong Representative Complaints line:

+852 2230 7285

The Hong Kong Representative will respond to the enquiry

or complaint in writing within reasonable time.

This Prospectus contains particulars of Man AHL Diversified

Futures Ltd (the ‘Company’), an open-ended investment

company, and the offering of Participating Shares (the

‘Shares’) the proceeds of which are to be invested in

accordance with the objectives set out in this Prospectus.

The distribution of this Prospectus is not authorised unless

it is accompanied by a copy of the latest audited financial

statements of the Company, which together with this

Prospectus forms the Prospectus for the issue of Shares in

the Company.

This Prospectus does not constitute an offer or solicitation

to anyone in any jurisdiction in which such offer is not

authorised or to any person to whom it is unlawful to make

such offer or solicitation.

The Shares are offered on the basis of the information

and representations contained in this Prospectus and any

further information given or representations made by any

person may not be relied upon as having been authorised

by the Company or its Directors. Neither the delivery of

this Prospectus nor the allotment or issue of Shares shall

under any circumstances create any implication that there

has been no change in the affairs of the Company since the

date of this Prospectus.

No listing or other dealing facility is at present being sought

for the Shares although the Directors may consider seeking

a listing in the future.

The Company has been incorporated in Bermuda as an

open-ended investment company with limited liability. The

Company is open-ended in that it can issue and redeem

its Shares at prices based upon the Net Asset Value per

Share.

The Company has been classified as a Bermuda standard

fund. As such, the Company is subject to supervision and

regulation as provided for in the Bermuda Investment Funds

Act 2006. However, the Company should be viewed as an

investment suitable only for those investors who can fully

evaluate and bear the risks involved.

The Company is regulated in Bermuda by the Bermuda

Monetary Authority whose address is BMA House, 43

Victoria Street, Hamilton HM 12, Bermuda with telephone

number +1 441 295 5278. The Investment Manager is

authorised and regulated in the United Kingdom by the

Financial Services Authority whose address is 25 The

North Colonnade, Canary Wharf, London E14 5HS, United

Kingdom with telephone number +44 (0) 20 7066 1000.

Permission under the Exchange Control Act 1972 (and

regulations made thereunder) has been obtained from

the Bermuda Monetary Authority for the issue of the

Shares as defined and described herein. Authorisation

by the Bermuda Monetary Authority does not constitute

a guarantee by the Bermuda Monetary Authority as to

the performance of the Company or its creditworthiness.

Furthermore, in authorising the Company, the Bermuda

Monetary Authority shall not be liable for the performance

of the Company or in the default of its operators or service

providers, nor for the correctness of any opinions or

statements expressed in this Prospectus.

A copy of this Prospectus has been delivered to the

Registrar of Companies in Bermuda for filing pursuant to

the Act. It must be distinctly understood that, in accepting

this Prospectus for filing, the Registrar of Companies

in Bermuda accepts no responsibility for the financial

soundness of any proposals or for the correctness of any of

the statements made or opinions expressed with regard to

them.

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Man AHL Diversified Futures Ltd

The Company has been authorised by the Securities and

Futures Commission (‘SFC’) in Hong Kong under the Code

on Unit Trusts and Mutual Funds as a ‘Futures Fund’ and

not as a ‘Hedge Fund’. In granting such authorisation the

Securities and Futures Commission takes no responsibility

for the financial soundness of the Company or for the

accuracy of any of the statements made or opinions

expressed in this Prospectus. SFC authorisation is not

a recommendation or endorsement of a scheme nor

does it guarantee the commercial merits of a scheme

or its performance. It does not mean the scheme is

suitable for all investors nor is it an endorsement of

its suitability for any particular investor or class of

investors.

The Investment Manager and the Directors of the Company,

whose names appear in this Prospectus, accept full

responsibility for the accuracy of the information contained

in this Prospectus and confirm, having made all reasonable

enquiries that to the best of their knowledge and belief

there are no other facts the omission of which would make

any statement misleading.

Investments in the Company are not deposits or obligations

of, or guaranteed or endorsed in any way by Citibank

Europe plc, Citi Hedge Fund Services, Ltd., or any of

their respective affiliates. None of Citibank Europe plc,

Citi Hedge Fund Services Ltd., nor any of their respective

affiliates, branches or subsidiaries, directly or indirectly,

guarantees, assumes or otherwise insures the obligations

or performance of the Company or any other investment

that the Company makes. Any losses of the Company

are solely borne by the investors and not by Citibank

Europe plc, Citi Hedge Fund Services, Ltd. or any of their

respective affiliates or subsidiaries.

As described in this Prospectus Citibank Europe plc and

Citi Hedge Fund Services, Ltd. may provide services to the

Company pursuant to the Citi Fund Services Agreement.

Neither Citibank Europe plc nor Citi Hedge Fund Services,

Ltd. is under that agreement acting as an investment

manager, as an investment, legal or tax adviser, or as a

custodian to the Company. In providing their services

Citibank Europe plc and Citi Hedge Fund Services, Ltd.

are only providing such services to the Company pursuant

to the Citi Fund Services Agreement and not to any other

person.

Neither Citibank Europe plc nor Citi Hedge Fund Services

Ltd. is responsible for the content of this Prospectus.

Such responsibility is with the Investment Manager and the

Directors of the Company and accordingly each investor

agrees that neither Citibank Europe plc nor Citi Hedge

Fund Services, Ltd. will have any liability arising from any

inaccuracies in this Prospectus.

United States

No Shares shall be issued in the US or to any US Person

other than pursuant to the provisions of the Prospectus in

this regard.

The Shares have not been, nor will they be, registered or

qualified under the US Securities Act of 1933, as amended

(the "Securities Act") or any applicable securities laws of

any state or other political sub divisions of the US. Except

with respect to Permitted US Persons, the Shares may not

be offered, sold, transferred or delivered directly or indirectly

in the US or to any US Person. Any sales or transfers

of Shares in violation of the foregoing shall be prohibited

and treated by the Company as void. All applicants and

transferees of Shares must complete an Application Form

which confirms, among other things, that a purchase or a

transfer of Shares would not result in a sale or transfer to an

entity which is a US Person precluded from the purchase of

Shares hereunder.

In reliance on Section 3(c) (7) of the US Investment

Company Act of 1940, as amended (the "US Company

Act"), the Company is not registered as an investment

company because any Shares sold within the US will be

sold on a private placement basis to persons who are

"qualified purchasers" (as defined in Section 2(a) (51) of the

US Company Act and the regulations thereunder).

The Company does not intend to permit investments by

"benefit plan investors" (as defined under Section 3(42) of

the US Employee Retirement Income Security Act of 1974,

as amended ("ERISA"), and any regulations promulgated

thereunder) to equal or exceed twenty five percent (25%) of

the aggregate Net Asset Value of any Class of Shares.

Except in relation to those prohibited recipients as

described in Appendix 3, copies of this Prospectus and of

the Application Form may be obtained from the Company,

the offices of Man and its authorised intermediaries, the

Shareholder Services Provider, Citibank (Hong Kong) and

the Hong Kong Representative.

Capitalised terms used herein, unless otherwise defined,

shall have the meanings ascribed to them in Appendix 1

entitled ‘Definitions’.

The date of this Prospectus is 4 September 2012.

The attention of potential investors is drawn to the

'Risk factors' section.

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Man AHL Diversified Futures Ltd

Table of contents

The Shares 15

Purchase price

Share valuation

Reporting

Procedure for applications

Money laundering

Subscription Account

Restriction on applications

Transfer of Shares

Procedure for redemption

Fee for early redemption of Tranche B Shares

Compulsory redemption of Shares

Total redemption/winding up

Suspension of dealings

Dividends

Charges and fees 20

Investment management and incentive fees

Custodian fees

Hong Kong Representative fees

Services Manager fees

Company Secretary fees

Other fees and expenses

Brokerage fees

Names and addresses 23

Directors

Appendix 1 25

Definitions

Appendix 2 28

General information

Appendix 3 33

Selling restrictions

Appendix 4 40

Anti-money laundering documentation requirements

Man AHL Diversified Futures Ltd

Preliminary

Table of contents 1

The offering 2

Investment objective 3

The AHL Diversified Programme 3

AHL Risk management 4

Investment and borrowing restrictions 4

Investment Manager 5

Brokerage and Custodian 6

On-exchange contracts

Off-exchange contracts

Custodian

Risk factors 6

Investment in Shares

Overall investment approach

Soverign risk

European sovereign crisis

Fees and transaction costs

Exchange rate risks

Counterparty risk

Taxation and legal

No guarantee or principal or capital protection

Special purpose vehicle

Conflicts of interest

Directors

Man Group entities and affiliates

Services Manager conflicts

European Savings Directive

Management and administration 13

Introducing Broker

Custodian

Services Manager

General shareholder and registrar services

Valuation services

Paying Agency Services

The Citi Fund Services Agreement

Company Secretary

1

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2 Man AHL Diversified Futures Ltd

General The Shares of the Company are divided into two tranches: Tranche A and Tranche B. The Company is offering only Participating Tranche A Shares to investors at the Subscription Price (as defi ned in Appendix 1) from (and including) 4 September 2012. The Directors have resolved that all Shares issued by the Company prior to 4 September 2012 shall be converted to Tranche B Shares on 4 September 2012. Shareholders wishing to purchase additional Shares from 4 September 2012 onwards must subscribe for Participating Tranche A Shares (unless the Directors may decide otherwise from time to time).

The Company Man AHL Diversifi ed Futures Ltd

Shares Shares may be redeemed on any Dealing Day at the Net Asset Value per Share (an early redemption fee may be applicable to Tranche B Shares, see section headed ‘Fee for early redemption of Shares’). Shares will be denominated in USD.

Investment objective The Company seeks to achieve substantial medium-term capital growth while aiming to restrict the associated risk

Dividends It is not anticipated that any dividends will be paid. Investors’ returns will be determined by the trading profi ts, if any, to the redemption date.

Minimum initial investment USD 20,000

Minimum Redemption 200 Shares

Minimum Holding 300 Shares or USD 10,000, whichever is lesser (based on last published NAV) or such lesser amount as the Directors in their discretion may determine.

Investment Manager Man Investments Limited

Services Manager Man Investments AG

Registrar Citi Hedge Fund Services, Ltd.

Shareholder Services Provider Citibank Europe plc

Principal Paying Agent Citi Hedge Fund Services, Ltd.

Custodian HSBC Institutional Trust Services (Asia) Limited

Introducing Broker and Marketing Adviser

Man Investments AG

Valuations Service Provider Citibank Europe plc

Hong Kong Representative Man Investments (Hong Kong) Limited

Identification numbers of the Shares

ISIN code Valoren number

Tranche A BMG5777T1099 18478953

Tranche B BMG0122Q1087 895929

The Net Asset Value per Share may go down as well as up. The attention of potential investors is drawn to the ‘Risk factors’

section of this Prospectus. This is a summary concerning the Shares and is indicative only. The detailed terms and conditions

of this offering follow with substantial qualifications and restrictions that apply to this summary. Accordingly, the above terms

must be read in conjunction with the terms, qualifications, conditions and restrictions that follow. Capitalised terms used in

this summary have the meanings ascribed to them in Appendix 1.

The offering

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Man AHL Diversified Futures Ltd 3

Investment objective

The Company seeks to achieve substantial medium-term

capital growth while aiming to restrict the associated risk.

The underlying investment programme, the AHL Diversified

Programme, seeks to capitalise primarily on upward and

downward price trends in a diversified range of global

stock index, bond, currency, short-term interest rate and

commodity futures markets. No more than 5% of the Net

Asset Value will be applied towards margin requirements

with respect to off-exchange Futures Contracts (that is,

contracts which are not traded on Recognised Exchanges).

The Company primarily invests in futures and options. The

Company will invest extensively in financial derivative

instruments (‘FDI(s)’) to achieve its investment objective,

including warrants, options, futures, convertible securities,

interest rates and equity swaps. It may use long or short

investment strategies.

Monies and any other assets of the Company which are not

immediately required for investment purposes will be held

by the Custodian. On the instructions of the Investment

Manager the Custodian may deposit such monies with

banks or credit institutions and may also invest part or all

of such monies in short-term money related instruments

including, but not limited to, fixed deposits, certificates of

deposit, commercial paper, treasury bills and bonds issued

or guaranteed by the government of any country of the

OECD.

The Company may also enter into arrangements by which

cash not required by the Company for trading purposes

will be managed by the Investment Manager. Such

arrangements may include the entry by the Company into

repurchase agreements or reverse repurchase transactions

and other cash management arrangements, including

holding cash in bank accounts, secured or unsecured

deposits or investing such cash in corporate or government

bonds, or such other instruments as deemed appropriate

by the Investment Manager.

A repurchase transaction involves the sale of securities by

a seller to a buyer for a purchase price, and an agreement

for the seller to repurchase such securities on a mutually

agreed future date for the same purchase price, plus

interest at a negotiated rate. From the perspective of the

buyer, the transaction is referred to as a reverse repurchase

transaction, and involves buying securities against payment

of a cash price, with the buyer agreeing to resell the

securities at a future date, and the original seller agreeing to

repurchase such securities at the same price, plus interest

at a negotiated rate. Such transactions are economically

equivalent to a cash loan collateralised by the securities.

Collateral obtained under a repo contract must be in the

form of one of the following:

(a) government or public securities;

(b) corporate bonds;

(c) shares/equities listed on a recognised stock exchange;

and

(d) such other collateral as the Investment Manager deems

appropriate.

The counterparty to a repo contract must have a credit

rating that is satisfactory to the Investment Manager,

acting reasonably. The counterparties must also be

approved by the Directors. The AHL Cash & Collateral

Committee is responsible for recommending counterparties

to the Directors and counterparties currently must have

an investment grade credit rating and be based in a

jurisdiction which is recognised to be a major financial

centre and subject to a very high standard of regulation or

be an offshore jurisdiction of such a jurisdiction.

On an on-going basis Man Group Risk/AHL Research

and Trading is responsible for monitoring the Company’s

credit risk in respect of the counterparties with whom the

Funds have placed cash by tracking each counterparty’s

credit rating, credit default swap spread and share price

movement.

The maximum level of the Company’s assets available for

repo contracts and other cash management arrangements

will not exceed the cash not required by the Company for

trading purposes. All incremental gross income will accrue

to the Company.

The Company may be geared to a significant extent, and is

accordingly exposed to abnormal levels of risk associated

with gearing.

The AHL Diversified Programme

AHL manages the AHL Diversified Programme which

employs sophisticated computerised processes primarily to

identify trends and other opportunities in markets around

the world. A trading and implementation infrastructure is

then employed to capitalise on these trading opportunities.

This process is quantitative and primarily directional

in nature, and is underpinned by risk control, ongoing

research, diversification and the constant quest for

efficiency.

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4 Man AHL Diversified Futures Ltd

A product of continuing research and development carried

out by AHL since 1987, the AHL Diversified Programme

utilises and is committed to extending the range and

versatility of the original investment techniques, strategies

and markets. As such, subject to the restrictions set out

in this Prospectus, AHL may increase the number and

diversity of markets and instruments traded directly or

indirectly by the AHL Diversified Programme and deploy

new strategies or trading systems where appropriate. A

cornerstone of the investment philosophy is that financial

markets experience persistent trends and inefficiencies.

Trends are a manifestation of serial correlation in financial

markets – the phenomenon whereby past price movements

influence future price behaviour. Although they vary in

their intensity, duration and frequency, price trends are

universally recurrent across all sectors and markets. Trends

are an attractive focus for active trading styles applied

across a diverse range of global markets.

As well as emphasising sector and market diversification,

the AHL Diversified Programme has been constructed to

achieve diversification by combining various systems. The

systems are driven by powerful computerised processes

or trading algorithms, most of which work by sampling

prices in real time and measuring price momentum and

breakouts. With access to around 200 traded instruments,

AHL provides investors with one of the most diverse trading

programmes in the industry. Instruments traded encompass

currencies, bonds, rates, energies, metals and agriculturals.

The trading algorithms aim mainly to capture price trends

and close out positions when there is a high probability of a

different trend developing. The AHL Diversified Programme

may include algorithmic systems based on certain forms

of quantitative fundamental data that can be captured

efficiently, such as interest rate data.

Another important aspect of diversification is the fact that

the various systems generate signals across different time

frames, ranging from two to three days to several months,

which helps to reduce the risk of the AHL Diversified

Programme. 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, market access costs and market liquidity.

Portfolios are regularly reviewed and, when necessary,

adjusted to reflect changes in these factors. The Investment

Manager also has a process for adjusting its market risk

exposure in real time to reflect changes in the volatility of

individual markets. The portfolio structure and constituents

are regularly reviewed by the investment management team

and allocations may change to access other sectors and

markets.

The leverage range of the AHL Diversified Programme

is typically around 400-600% of the Company’s NAV.

Leverage is calculated by summing the absolute values

of all FDIs contracts’ notional exposures in USD and

dividing by the Company’s NAV expressed in percentage

terms. Leverage is allowed to fluctuate both above and

below these average levels to some extent, as leverage

is a function of positions held, so strong trends and

other opportunities in a market tend to result in larger

positions and therefore higher leverage. Leverage is closely

monitored.

Additionally, AHL benefits from being part of Man. Man

offers expertise in client servicing through a worldwide

network of offices and staff, product structuring, marketing

and compliance together with back-office support functions

including information technology, administration and

logistics.

AHL Risk management

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 Man.

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

Man internal audit function.

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.

Investment and borrowing restrictions

The Company will at all times adhere to the principle of

diversification of risk in its derivatives trading.

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Man AHL Diversified Futures Ltd 5

The following investment and borrowing restrictions shall

apply.

1. The Company may only enter into futures and options

contracts dealt with on a futures, commodities or

options exchange or any over-the-counter derivative

approved by the Custodian.

2. No more than 5% of the Company’s Net Asset Value will

be invested in short-term securities issued by the same

body. This limit may be increased to 30% for securities

issued by or funds maintained with or guaranteed by:

(a) a European Union (‘EU’) credit institution;

(b) a bank authorised in a member state of the

European Free Trade Association (‘EFTA’); or

(c) a bank authorised by a signatory state, other than

an EU member state, or a member state of EFTA,

to the Basle Capital Convergence Agreement of

July 1988. However, the Company may invest up to

100% of its assets in different transferable securities

issued or guaranteed by any member state of the

EU, the United States, Canada, Australia, Japan,

New Zealand and Switzerland, provided that the

Company invests in at least six different issues and

not more than 30% is invested in the same issue.

3. No more than 5% of the Company’s Net Asset Value

may be invested in the debt securities of companies,

other than banks, with shareholder funds of less than

USD 1 billion or equivalent in foreign currency.

4. The assets of the Company must include liquid assets

which have a total minimum value, at all times except

in extraordinary circumstances, at least equal to three

times the amount of the sum of margins deposited and

all premiums paid, in respect of transactions which have

not been closed out. (The Investment Manager shall

notify the Custodian immediately if such extraordinary

circumstances occur.) At least 30% of the Net Asset

Value must be held on deposit or invested in liquid

short-term debt instruments and may not be used for

margin requirements. Not more than 35% of the Net

Asset Value may be committed as margin for Futures

Contracts and/or premium paid for options purchased

(including put and/or call options).

5. The Company will not hold open contract positions in

any Futures Contract month or option series for which

the combined margin requirement represents 5% or

more of its Net Asset Value.

6. Premiums paid to acquire options outstanding with

identical characteristics may not exceed 5% of the Net

Asset Value.

7. The Company will not hold open positions in Futures

Contracts concerning a single commodity or single

financial instrument for which the combined margin

requirement represents 20% or more of its Net Asset

Value.

8. The Company may not invest in commodity contracts

other than commodity futures contracts and EFP

metals.

The Company will not undertake borrowings save for

borrowings to fund (a) redemption payments for redeeming

Shareholders; or (b) for the short-term funding of new

investments in each case pending redemption by the

Company of the proceeds of sale or redemption of other

investments which may be secured on the assets of

the Company. The aggregate borrowing capacity of the

Company shall be limited to a maximum of 10% of its Net

Asset Value at any time and from time to time. Additionally

the Broker (or one of its affiliated companies) may lend

monies to the Company in foreign currencies to finance

non-USD margins (both initial and variation). By matching

a non-USD obligation with a short-term borrowing in the

relevant currency, foreign exchange risks may be mitigated.

Any such borrowing will not be taken into account in

such 10% limit referred to above on the basis that such

borrowing is made on a back-to-back basis only.

The Investment Manager has designed and implemented a

statistically derived measure of risk through its computer-

based trading systems. This proprietary risk control

mechanism (which is continually monitored and updated)

operates to control the application of leverage to the

Company’s investments, such leverage being variable

depending on the nature of the investments and the

markets traded and prevailing market conditions.

No more than 35% of the Net Asset Value may be held

by the Broker and used for initial margin purposes except

in extraordinary circumstances. (The Investment Manager

shall notify the Custodian and the Securities and Futures

Commission immediately if such circumstances occur.) The

Company will not take legal or management control over

any of the entities in which it invests.

Investment Manager

The Investment Manager for the Company is Man

Investments Limited (Man). The responsibility of the

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6 Man AHL Diversified Futures Ltd

investment selection, portfolio construction and portfolio

management of the Company's portfolio rests with AHL, a

division of Man.

Man is a world leader in alternative investments, offering a

comprehensive range of transparent, dynamic and thematic

trading strategies across the liquidity spectrum to a highly

diversified client base. The business currently has around

USD 59.0 billion of assets under management (as at 31

March 2012). Man can trace its origins back more than 225

years and is a member of the FTSE 250 Index (UK: EMG).

AHLAHL is Man’s industry-leading quantitative managed

futures manager. It provides investors with highly liquid and

efficient trading strategies which offer low correlation to

more traditional investment disciplines. Founded in 1987,

AHL has established itself as one of the world’s leaders in

systematic trading, with a long and enviable track record

supported by its strong commitment to innovation through

on-going research and development.

Marketing AdviserMan Investments AG has been appointed as the Marketing

Adviser. Man Investments AG, a member of the Man Group,

has principal responsibility for advising the Company in

relation to product structuring and for the set-up, optimisation,

co-ordination and maintenance of an efficient global

distribution network. Man Investments AG has also been

appointed as the Introducing Broker and Services Manager.

The Marketing Adviser may liaise with the relevant service

providers in respect of the Shares and arrange for the

provision of liquidity to the Company and the implementation

of any leverage facility.

Brokerage and Custodian

The nature of futures brokerage arrangements differs

substantively from securities brokerage in that significant

exposure to the futures markets can be effected with

minimal capital commitments. Additionally, transactions

in the off-exchange markets may be incurred without the

commitment of significant capital. These arrangements are

described in detail below.

On-exchange contractsOn-exchange futures contracts are entered into on a margin

basis whereby the Company is required to deposit only a

percentage of the relevant contract value with the Brokers.

The Brokers in turn post margin to the relevant exchange.

Pursuant to the FSA (or equivalent) client money rules

each Broker is obliged to request segregation of its client

and own assets held by the relevant exchange, although

not all exchanges offer segregation and this is taken into

consideration in determining the Broker selection for

each exchange. Therefore margins paid by the Company

to a Broker together with open trading positions and all

realised profits and losses derived from trading may be

held in a segregated customer account with that Broker

(the ‘brokerage account’) and the Company’s assets will

be designated as those of the Company by the Broker.

The assets held in the brokerage account will be subject to

a lien in favour of the Broker in respect of liabilities of the

Company due to the Broker since such monies constitute

the Broker’s collateral in the event of trading losses.

Off-exchange contractsFor off-exchange traded contracts, the Brokers make

available to the Company dealing facilities with various

counterparties. The Brokers satisfy the margin requirements

(if any) required by the counterparty for these contracts.

The Brokers in turn request margin from the Company,

including any additional margin required to cover any

unrealised losses on the contract. Any excess funds held

by the Brokers over the amounts needed to cover margin

requirements are withdrawn from the Brokerage Accounts

on a daily basis and returned to the Company.

CustodianMonies held by the Custodian shall be subject to the

Broker’s right to call for such monies in the event of trading

losses being incurred, or when additional margin is required

by the Broker for on-exchange contracts.

The Brokers will accept trading instructions for the

Brokerage Accounts directly from the Investment Manager

on the basis of a formal trading authorisation received from

the Company.

Risk factors

Investment in the Company is subject to certain risk factors.

Investors should carefully consider the risks associated

with acquiring and holding the Shares. As at the date of

this prospectus, the following risk factors set out the risks

associated with acquiring and holding the Shares. As

the Company's investment styles evolve, new risks may

emerge over time and an investment in the Company may

become subject to risk factors not described in this section.

Investment in Shares(a) Each investor must decide the amount to invest in

Shares of the Company taking into consideration the

risk factors described in this section and the terms

and conditions described in this Prospectus and the

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Man AHL Diversified Futures Ltd 7

Application Form. It should be borne in mind that the

risk involved in this type of company is greater than

that normally associated with other types of investment

as the underlying investments of the Company can

be subject to sudden, unexpected and substantial

price movements. Investors should note that because

leverage is utilised and the value of the Shares can

therefore be volatile, the value of the Shares may decline

as well as appreciate and there can be no guarantee and

no assurance that the Company will be able to achieve

its overall investment objective. The Net Asset Value

per Share may go down as well as up. Accordingly, an

investment should be made only by those persons who

could sustain a loss in their investment.

(b) Shareholders’ return on the Shares will be determined

by reference to any cumulative net gains or losses from

the diversified investment activities of the Company. The

difference at any one time between the price paid for a

Share and the price at which a Share may be redeemed

(i.e. the Net Asset Value per Share less any applicable

redemption fee (for Tranche B investors) means that

an investment in Shares may not be suitable for all

investors and should be viewed as at least, a medium-

term investment.

(c) Market conditions are continually changing and the fact

that the investment strategy happened to be successful

in the past may largely be irrelevant to its prospects

for future profitability. Past results are not necessarily

indicative of future performance. No assurance can be

given that profits will be achieved or that substantial

losses will not be incurred.

(d) Any redemption of Shares will have the effect of

decreasing the assets of Shares of the Company,

thereby increasing the costs attributable to those

Shares which remain outstanding.

(e) In the event all of the Shares are redeemed by the

Company the investors may not receive all of their

original investment.

(f) Where an Applicant for Shares fails to pay the

subscription monies by the due date, the Directors

may, in accordance with the Company’s Articles, cancel

the allotment of the Shares. Redemption, transfer or

conversion instructions may be refused or treated

as though they have been withdrawn if payment for

the Shares has not been made. An Applicant may be

required to indemnify the Company against any losses,

costs or expenses incurred directly or indirectly as a

result of the Applicant’s failure to pay for Shares applied

for in a timely fashion. In computing any losses covered

under this paragraph (f), account shall be taken, where

appropriate, of any movement in the price of the Shares

concerned between the allotment date and cancellation

date of the Shares, and of the costs incurred by the

Company in taking proceedings against the Applicant.

The Company may also, at its discretion, redeem or sell

part of an investor’s existing shareholding to satisfy any

loss incurred. In addition, investors should note if the

Company decides not to or cannot take proceedings

against the Applicant in relation to any losses, costs

or expenses incurred directly or indirectly as a result of

the Applicant’s failure to pay for Shares applied for in a

timely fashion then the Company shall bear such losses,

costs or expenses.

Overall Investment approach(a) The Company primarily invests in futures and options.

The Company will invest extensively in financial

derivative instruments (‘FDIs”), including warrants,

options, futures, convertible securities, interest rates

and equity swaps, which can be highly volatile and

expose investors to a high risk of loss due to the

leveraged effect embedded in it.. Futures and options

investments are subject to key risk factors including

leverage, counterparty and liquidity risks and substantial

losses may be suffered. Risks associated with the use

of FDIs include leverage, counterparty and liquidity risks.

The Company may utilise over-the-counter (OTC) FDIs

which may increase these risks.

(b) Investors should carefully consider the investment

objective of the Company as set out in the section

entitled 'Investment objective' in this Prospectus.

There can be no guarantee that the Company or

the Investment Manager will realise the investment

objective.

(c) There can be no assurance that information on the

Investment Manager set out in this Prospectus will be

in any respect indicative of how it will perform (either

in terms of profitability or non-correlation with other

investments) in the future.

(d) Shareholders' returns on the Shares (by way of any

redemption payments (or their equivalent) will be

determined by reference to any cumulative net gains

or losses (if any), arising from the diversified investment

activities conducted on behalf of the Company. The

return on the Shares may vary significantly over the life

of the Shares, and may decrease as well as increase,

depending upon trading profits and investment gains.

The Company makes no representation as to any return

that a Shareholder will achieve on the Shares and there

can be no assurance that information on the Investment

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8 Man AHL Diversified Futures Ltd

Manager or the AHL Diversified Programme set out in

this Prospectus will be in any respect indicative of how

they will perform (either in terms of profitability or low

correlation with other investments) in the future.

(e) The Investment Manager manages the risk for the

Company by seeking to ensure that the underlying

risk is within predetermined levels as defined by the

Investment Manager's trading strategy. Nevertheless,

investors should note that in the event of an exceptional

decline in the value of the Funds to a level insufficient to

sustain its normal trading strategies, the Company may

have to cease trading activities.

(f) Shareholders will need to submit a written notice of

redemption one Business Day prior to the Dealing

Day on which the redemption is to be made. There

is currently no secondary market for the Shares.

Shareholders will therefore not know in advance of

giving the notice of redemption the price at which the

Share will be redeemed. In the period after which the

notice of redemption has been given and before the

relevant Dealing Day, the Net Asset Value and therefore

the Redemption Price which will be payable to the

Shareholder may change substantially due to market

movements. Shareholders are not entitled to withdraw

a request for redemption unless the Directors otherwise

determine or unless a suspension of dealings and/or

calculations has been declared as per the terms of this

Prospectus.

(g) Funds not immediately required for margin requirements

are usually held in a bank account but the Investment

Manager has total discretion to allocate such Funds to

other managers subject to the sum so allocated not

being more than 10% of Net Asset Value. Funds so

invested will have a higher risk profile than a standard

bank account and losses incurred could have a

detrimental effect on the performance of the Company

though the objective would be to enhance the overall

potential performance profile of the Company.

(h) The complex trading systems/programmes operated

by or on behalf of the Investment Manager and the

speed and volume of transactions invariably results

in occasional trades being executed which, with the

benefit of hindsight, were not required by the trading

systems/programmes. Shareholders will receive the

benefit or bear the loss resulting from any unintentional

trades conducted in this manner for the Shares.

(i) Investments by the Company on the advice of the

Investment Manager may be concentrated and a

significant proportion of its assets may be in the

securities of a single issuer or agency. To the extent

it does concentrate in any of these ways, the overall

impact of adverse developments in the business of

such issuer or such agency or in relation to the currency

in which such securities are denominated could be

considerably greater than if it did not concentrate its

investments to such an extent.

(j) In order to implement the AHL Diversified Programme

the Company may borrow and may utilise FDIs together

with other forms of leverage. While leverage presents

opportunities for increasing total return, it has the

effect of potentially increasing losses as well. If income

and appreciation on investments made with borrowed

funds are less than the cost of the leverage, the value

of the Company's net assets and the Net Asset Value

per Share will decrease. Accordingly, any event which

adversely affects the value of an investment by the

Company would be magnified to the extent leverage is

employed. The cumulative effect of the use of leverage

in a market that moves adversely to a leveraged

investment could result in a substantial loss which

would be greater than if leverage were not used.

(k) Generally, most leveraged transactions involve the

posting of collateral. Increases in the amount of

margin or similar payments could result in the need

for trading activity at times and prices which could be

disadvantageous to the Company and could result in

substantial losses. Some investment approaches and

the AHL Diversified Programme may require the use

of considerable leverage. There is no assurance that

any leverage facility will be renewed. In particular, third

parties may not be available to act as leverage facility

providers and the Man Group itself may face regulatory,

commercial or other constraints, resulting in it not

offering or renewing a leverage facility. Additionally, any

leverage facility may be subject to early termination in

accordance with its terms and may be terminated by

counterparty. A loss of, a termination of, or a reduction

in, a leverage facility may have the effect of causing

the Company to reduce its investment exposure

with a corresponding reduction in investment return

expectations. The renewal of a the leverage facility

might be subject to a change in terms of that leverage

facility including but not limited to a change in applicable

interest margins.

(l) In order to implement the AHL Diversified Programme,

the Company may make extensive use of various

derivative instruments, including warrants, options,

futures, convertible securities, interest rate and equity

swaps. Many derivatives are valued on the basis of

dealers' equivalents. However, the price at which

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Man AHL Diversified Futures Ltd 9

dealers value a particular derivative and the price

which the same dealers would actually be willing to

pay for such derivative may be materially different.

Such differences can result in an overstatement of the

Net Asset Value, and may have a materially adverse

effect on performance in situations where positions are

required to be liquidated in order to raise funds.

(m) Some of the investment strategies utilised by the

Company may include short selling which involves

agreeing to sell securities at a future date although, at

the time of such agreement, the securities to be sold

may or may not be owned by the seller. The seller may,

at times, have to borrow securities of the same type

for delivery to the purchaser, with an obligation on the

seller (the Company) to replace any such borrowed

securities at a later date. Short selling allows the

investor to profit from declines in market prices to the

extent such decline exceeds the transaction costs and

any costs of borrowing the securities. However, if the

borrowed securities must be replaced by purchases at

market prices in order to close out the short position,

any appreciation in the price of the borrowed securities

would result in a loss. Purchasing securities to close

out the short position can itself cause the price of the

securities to rise further, thereby exacerbating the loss.

In addition, in some markets there are rules prohibiting

short sales at prices below the last sale price, which

may prevent the Company from executing short sales at

the most desirable time.

(n) The Company may make investments in markets that

are volatile and which may become illiquid. Accordingly,

although certain investments may give greater liquidity

than an equity investment it may be impossible (in the

event of trading halts or daily price fluctuation limits

on the markets traded or otherwise) or expensive for

the Company to liquidate positions against which the

market is moving. Alternatively, it may not be possible

in certain circumstances for a position to be initiated or

liquidated promptly (in the event of insufficient trading

activity in the relevant market or otherwise). These risks

may be accentuated where the Company is required to

liquidate positions to meet margin requests, margin calls

or other funding requirements.

(o) The Company is exposed to risks of investments in

commodities markets which may be more volatile

and may be of higher risk than investments on other

markets. As such the net asset value of the Company

may be very volatile and could go down substantially

within a short period of time.

(p) The Company may invest in futures and options with

interest rates as an underlying asset. If the Company

has long positions in futures and options with interest

rates as an underlying asset, an increase in interest

rates may result in a decrease in the market-to-market

value of such instrument, an d hence, the Company

may incur significant loss, and vice versa. The factors

influencing interest rates include, amongst other things,

monetary policy, fiscal policy and inflation.

(q) A significant portion of the Company’s asset will be

managed in currency(ies) other than that in which

the Company is denominated, and the Company, will

therefore be affected by the fluctuation of the exchange

rate(s).

(r) The Company may employ certain strategies which

depend upon the reliability and accuracy of the

Investment Manager’s analytical models. To the extent

such models or the assumptions underlying them

do not prove to be correct, the investments of the

Company may not perform as anticipated which could

result in losses.

(s) The Company may enter into arrangements by which

cash not required by the Company for trading purposes

will be managed by the Investment Manager. Such

arrangements may include the entry by the Company

into repurchase or reverse repurchase transactions

and other cash management arrangements, including

holding cash in bank accounts or secured or unsecured

deposits or investing such cash in corporate or

government bonds, or such other instruments as

deemed appropriate by the Investment Manager.

(t) A repurchase transaction involves the sale of securities

by a seller to a buyer for a purchase price, and an

agreement for the seller to repurchase such securities

on a mutually agreed future date for the same purchase

price, plus interest at a negotiated rate. From the

perspective of the buyer, the transaction is referred

to as a reverse repurchase transaction, and involves

buying securities against payment of a cash price, with

the buyer agreeing to resell the securities at a future

date, and the original seller agreeing to repurchase

such securities at the same price, plus interest at a

negotiated rate. Such transactions are economically

equivalent to a cash loan collateralised by the securities.

(u) The use of repurchase and reverse repurchase

agreements by the Company involves certain risks.

For example, if the seller of securities to the Company

under a reverse repurchase transaction defaults on its

obligation to repurchase the underlying securities, as a

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10 Man AHL Diversified Futures Ltd

result of its bankruptcy or otherwise, the Company will

seek to dispose of such securities, which action could

involve costs or delays. The Company may suffer a loss

to the extent that the proceeds from the disposal of the

underlying securities are less than the repurchase price

due from the defaulting seller.

Sovereign riskThe AHL Diversified Programme may invest in debt

securities issued or guaranteed by governments and/or

supranational institutions (or in related financial derivative

instruments) and thus may be exposed to credit risk of

such governments and/or supranational institutions. If such

governments and/or supranational institutions default on

their debt securities, e.g. when they are not able to meet

their obligations as to the payment of principal and/or

interest, or become insolvent, Company could lose money.

There may not be any bankruptcy proceedings by which

the Company could enforce its rights against a defaulted

government or a supranational institution in whole or in

part.

European sovereign crisisIn light of the current fiscal conditions and concerns on the

sovereign risk of certain European countries, investments

in European securities might face higher volatility, liquidity

and foreign exchange risk. The performance of these

investments could deteriorate significantly should there be

any adverse credit events (e.g. further downgrade of the

sovereign credit rating) of any European country.

Should the current fiscal conditions on certain European

countries continue to deteriorate, there is a possibility

that a European government may default. Funds investing

in securities issued or guaranteed by governments and/

or supranational institutions in a European country may

thereby be exposed to additional credit risks relating to

sovereign debts as described in the risk factor headed

“Sovereign Risk” above.

Fees and transaction costsThe performance of the Company will be affected by

charges related to the investments of the Company.

The Company may be engaged in a high level of trading

resulting in commensurably higher transaction costs.

Typically, high portfolio turnover will result in correspondingly

high transaction costs and the exact amount of brokerage

and related transaction costs that will be incurred will

depend upon a number of factors including the nature and

frequency of the market opportunities presented, the size

of transactions and the transaction rates in effect from time

to time.

The Company is obliged to support significant costs as

disclosed in the sections entitled ‘Charges and fees’ in this

Prospectus including management and incentive fees and

transaction brokerage charges, and these costs will affect

the Net Asset Value of the Share and therefore the ability of

the Company to generate positive performance. Such fees

and transaction costs are to a substantial degree, payable

to the Man Group.

Investors should note there will be no equalisation methods

used for the purpose of determining the incentive fee

payable to the Investment Manager. Therefore there is

a risk an investor redeeming Shares may still incur an

incentive fee in respect of the Shares, even though a loss

in investment capital has been suffered by the redeeming

investor.

For further information on fees and transaction costs,

please refer to the section entitled 'Charges and fees'.

Exchange rate risksInvestments in the Company must be made in USD.

Shareholders dealing in a different local currency should be

aware that exchange rate fluctuations could cause the value

of the investment to diminish or increase. Additionally, the

Company may have to finance non-USD margins.

Counterparty risk(a) The Company is subject to the possibility of insolvency

of any counterparty with which it trades financial

derivative instrument contracts off exchange. In the

event of the insolvency of any counterparty or of any

Broker through which the Investment Manager trades

for the account of the Company, the Company may only

rank as an unsecured creditor in respect of sums due to

the Company on the margin account or otherwise and

any losses (which could be substantial) will be borne

by the Company. The insolvency of any counterparty

may also result in a delay in the recovery of such

margins due to the Company on the margin account or

otherwise.

(b) On-exchange contracts will be entered into between

the Company and Broker as either principal or agent.

Accordingly, the Company is exposed to the risk

that the Broker, where acting as Principal may, in

an insolvency or similar event, be unable to meet its

contractual obligations to the Company.

(c) To the extent that margin monies of the Company held

by a Broker are placed with a market counterparty of

the Broker, such margin monies may be pooled with

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Man AHL Diversified Futures Ltd 11

margin monies of other customers of both the Broker

and/or the market counterparty that are held with such

market counterparty and may be exposed to loss.

(d) The Company may also enter into currency, interest

rate, total return or other swaps which may be

surrogates for other instruments such as currency

forwards and interest rate options. The value of such

instruments generally depends upon price movements

in the underlying assets as well as counterparty risk.

Taxation and Legal(a) This Prospectus does not take into consideration

any tax consequences of investing in the Company.

Potential investors in the Company should understand

the taxation regime in their own jurisdictions as well

as the implications of such regime on an investment

in the Shares and should, where appropriate, take

independent taxation advice.

(b) Applicable laws, regulations or taxation arrangements

may change and adversely affect the Company and/

or Shareholders. Furthermore the interpretation of such

laws, regulations or taxation arrangements may differ

from jurisdiction to jurisdiction and/or be construed

differently by a court of law from the legal advice

obtained by the Company.

(c) The United States Hiring Incentives to Restore

Employment Act (the “HIRE Act”) was signed into US

law in March 2010 creating a new withholding regime

referred to as the Foreign Account Tax Compliance Act

(“FATCA”). In order for the Company to avoid a US

withholding under FATCA (i.e. a tax of thirty percent

(30%) on certain payments (including payments of gross

proceeds) made with respect to certain actual and

deemed US investments), the Company will be required

to enter into an agreement with the US Internal Revenue

Service (the “Service”) by 30 June 2013 agreeing

to identify certain direct and indirect US investors.

Investors in the Company will be required to provide

information which identifies any direct and indirect US

ownership as well as information that may certify other

FATCA compliance or non-US status. The Company

will be required to provide information on its direct and

indirect US investors to the Service. A non-US investor

that is a "foreign financial institution" within the meaning

of Section 1471(d)(4) of the US Internal Revenue

Code of 1986, as amended (“IRC”) will generally be

required to enter into an agreement with the Service

by 30 June 2013 identifying certain direct and indirect

US investors. A non-US investor who fails to provide

such information to the Company or enter into such

an agreement with the Service, as applicable, may be

subject to the thirty percent (30%) withholding tax with

respect to its share of any such payments attributable

to actual and deemed US investments of the Company

and the Directors may take any action in relation to an

investor's Shares or redemption proceeds to ensure

that such withholding is economically borne by the

relevant investor whose failure to provide the necessary

information gave rise to the withholding. Shareholders

should consult their own tax advisors and (where

applicable) financial intermediary regarding the possible

implications of these rules on their investments in the

Company.

(d) Prospective investors should note that they may be

exposed to the unknown risks of changes in laws,

regulations or taxation which may affect the Company

or their investment.

(e) The Company intends to conduct its affairs such that

it should not be deemed to be engaged in a trade

or business in any jurisdiction other than Bermuda

and should not therefore, be liable to taxes of any

jurisdiction other than Bermuda. If any of the activities

were deemed to constitute a trade or business in a

jurisdiction other than Bermuda, then that jurisdiction's

taxes may apply. Any such taxes would adversely affect

the investment performance of the Shares.

No guarantee or principal or capital protectionAny investment in Shares is not guaranteed or subject

to principal or capital protection and investors could lose

some or all of their investment. Potential investors in Shares

should carefully consider the information contained in this

Prospectus before making any investment in Shares.

Special purpose vehicleThe Company is an unregulated special purpose vehicle

which does not have its own infrastructure and is reliant

on service providers to fulfil its obligations to Shareholders.

Where a service provider is unable to fulfil its obligations

to the Company, for example where a service provider

becomes insolvent, the Company in turn may encounter

difficulties in performing its obligations to Shareholders.

Conflicts of interestEach of the Directors, the Investment Manager, the Brokers,

the other members of the Man Group from time to time

and their respective officers, employees and affiliates (the

'Interested Parties') is involved in other financial, investment

or professional activities which may on occasion give rise

to conflicts of interest with the Company. In particular,

the Investment Manager provides and may in the future

provide investment management, investment advice or

other services in relation to a number of funds or managed

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12 Man AHL Diversified Futures Ltd

accounts which may have similar investment policies to

that of the Company. Interested Parties may exercise

investment discretion with respect to a portion of the

assets of the Company. The Interested Parties will have

regard to their obligations under their agreements with the

Company and to their obligations to act in the best interests

of the Company, so far as is practicable having regard to

their obligations to other clients, when potential conflicts

of interest arise. If a conflict does arise, the Directors will

endeavour to ensure that such conflict is resolved fairly

having regard to various issues, such as the frequency of

trading, the importance of timely execution of trades and

applicable laws and regulations. Having regard to these

obligations, the Company may buy investments from or

sell investments to the Investment Manager or its affiliates

according to normal market standards and applicable law.

In particular, the Investment Manager will use its reasonable

efforts to ensure that the Company have the opportunity

to participate in potential investments identified by the

Investment Manager which fall within the Company's

investment objective and policies on the best terms

reasonably obtainable at the relevant time having regard to

the interests of the Company.

DirectorsThe Directors may have conflicts of interests, principally

arising from their role within various service providers to

the Company and from their role as directors of other

investment vehicles. The Directors will have regard to their

obligations to act in the best interests of the Company in

managing these conflicts.

Man Group entities and affiliatesEach of the Investment Manager and the other members

or affiliates of the Man Group and their respective

officers, employees and affiliates may undertake financial,

investment or professional activities which give rise to

conflicts of interest with the Company (‘Man Conflicts’).

Where there is a material risk of damage to the Company

arising from any Man Conflict, the conflict shall be managed

by the Man Group entities and affiliates in accordance with

the conflict of interests policy that has been adopted by

the relevant Man Group entity or affiliate in order to prevent

the conflict from adversely affecting the interests of the

Company so far as it is practicable having regard to their

obligations to other clients. Where it cannot be managed it

will be disclosed to the Company. In many cases, approval

by the Company with the Man Group entities will be the

primary mechanism of managing potential Man Conflicts.

Examples of potential Man Conflicts include the following:

Competitor products: the Investment Manager and/or its

affiliates provide and may in the future provide investment

advice or other services in relation to separate competitor

investment products or managed accounts. These

competitor vehicles may have investment policies similar to

those of the Company and the Investment Manager may

be compensated in a different manner in respect of those

vehicles. The Investment Manager will follow procedures

designed to ensure an appropriate allocation of available

investment opportunities for the Company and competitor

vehicles.

There may be potential conflicts of interest between the

activities of the Company and the activities of others

using the same Investment Manager. In order to deal with

these conflicts of interest, investment opportunities will

be allocated in a non-discretionary manner designed to

treat each user equally and fairly. The Investment Manager

or its affiliates may invest in the same investments as the

Company or may take the same, different or opposite

positions to that of the Company (as principal or agent) in

respect of any instrument or any market.

Proprietary investment activities: any of the Man Group

entities may buy, hold and redeem Shares in the Company

in the normal course of their business and may on

occasions hold a significant percentage of the Company’s

issued Shares of one or more Class. They may also enter

into transactions as principal with the Company.

Allocations: there will be occasions when a member of the

Man Group has an interest in fees and expenses charged

by or in relation to the AHL Diversified Programme. In

this context, the term ‘interest’ means, without limitation,

a business relationship, financial relationship or other

commercial dynamic which results in a business,

commercial, financial or other material interest being

generated in relation to the subject matter.

Service provision: Man Investments AG, in its roles as

Marketing Adviser providing structuring services, as the

Introducing Broker, or as the Services Manager, may

propose that the Company enters into agreements with

Man Investments AG, affiliated entities or third parties

with which Man Investments AG or its affiliates have a

broader commercial relationship for the provision of various

services, including the leverage facility, valuation and

brokerage services in respect of which affiliates of the Man

Group may receive fees, spreads and other compensation

in respect of the Company. The final decision as to which

service provider is chosen is made by the Directors.

The Investment Manager has policies and processes

designed to prevent market abuse.

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Man AHL Diversified Futures Ltd 13

Services Manager conflictsThe Services Manager and other members of the Man

Group have selected and appointed the Shareholder

Services Provider, the Registrar, the Principal Paying

Agent, and the Valuations Service Provider to also provide

similar services to a number of other funds, investment

companies and other clients of the Services Manager or

other members of the Man Group. The fees payable by

the Services Manager or other members of the Man Group

to the relevant service providers in respect of the services

provided to the Company may not directly correlate to the

fees paid to the Services Manager by the Company. Further,

the Services Manager or another member of the Man Group

may, pursuant to their appointment as a services manager

to another fund, investment company or other client, in

relation to processing claims by that other client, act as

a claims manager for that other client in connection with

claims against the relevant service providers appointed by

the Company. Neither the Services Manager nor any other

member of the Man Group shall be restricted from acting

in a manner that is, or may be, contrary to the interests of

the Company in processing claims. The Services Manager

or other member of the Man Group shall also not be

required to inform the Company of the actions that it has

taken when acting as services manager for another fund,

investment company or client.

European Savings DirectiveThe European Union Savings Directive 2003/48/EC (the

‘Directive’) came into force with effect from 1 July 2005.

The Directive requires a paying agent (as defined in the

Directive), established in an EU member state, associated/

dependent territories, or certain third countries to either

report or withhold tax from payments of ‘savings income’

to an individual beneficial owner residing in another EU

member state or covered territory.’ Savings income’ is

defined in the Directive and can include coupon and

dividend payments, distribution and redemption payments

in respect of investments in bonds/shares and certain

investment funds. Investors should seek independent

advice on the impact of the Directive on their investment.

It is the investment objective of the Company to generate

capital gains rather than interest.

Management and administration

After deduction of the preliminary expenses of the

Company (as set out in the ‘Charges and fees’ section to

this Prospectus) the unutilised balance of the proceeds

of the Share issue will be invested in the AHL Diversified

Programme.

Introducing BrokerThe Company may appoint a number of Brokers to provide

clearing services in relation to its trading activities. Man

Investments AG, a member of the Man Group, has been

appointed as the Introducing Broker to the Company and is

responsible for recommending appropriate Brokers to the

Company as well as actively managing these relationships,

ensuring appropriate service levels as well as an adequate

diversification of Brokers.

CustodianThe Company has appointed HSBC Institutional Trust

Services (Asia) Limited, a company incorporated with

limited liability in Hong Kong in 1974, to act as Custodian

of the Company’s assets pursuant to the custodian

agreement. The Custodian provides safe custody for the

cash and registrable assets of the Company held by it

(other than monies and trading assets with the Broker)

and collects any income arising on such assets on the

Company’s behalf.

The Custodian is an indirect wholly owned subsidiary of

HSBC Holdings plc, a public company incorporated in

England and Wales. The HSBC Group is one of the world’s

largest banking and financial services organisations with

well-established business in Europe, the Asia-Pacific region,

the Americas, the Middle East and Africa. The Custodian

was incorporated in Hong Kong in 1974 and is registered

as a trust company under the Trustee Ordinance in Hong

Kong, and approved by the Mandatory Provident Funds

Authority to provide trustee services.

Services ManagerMan Investments AG has been appointed by the Company

as the Services Manager. In performing that role, Man

Investments AG will be responsible to the Company for

selecting and appointing (as principal) service providers

to provide general shareholder services (which will include

maintenance of the Company's register) and certain

accounting and valuation services to the Company, as

well as monitoring the providers of those services. The

Company will not itself select or appoint these service

providers.

The Company has agreed to both indemnify and exempt

from liability each of the Services Manager, members

of its group, its delegates (which, for the avoidance of

doubt, shall not include the service providers appointed

by the Services Manager which are referred to below) and

its associates from losses, liabilities, damages or costs

in connection with the Services Manager's appointment

and provision of its services, the appointment of service

providers or the performance or non-performance of

the relevant service provider's duties and/or any untrue

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14 Man AHL Diversified Futures Ltd

statement of material fact contained in the Prospectus that

is not due to fraud, gross negligence or wilful default of the

Services Manager, members of its group, its delegates or

its associates.

The Services Management Agreement also includes

provisions pursuant to which the Company has agreed to

both indemnify and exempt from liability Citibank Europe

plc, members of its group, its delegates and its associates

from losses, liabilities, damages or costs in connection with

the appointment of the service provider or the performance

or non-performance of its duties and/or any untrue

statement of material fact contained in the Prospectus that

is not due to a breach of the Citi Fund Services Agreement

between the Services Manager, Citibank Europe plc and

Citi Hedge Fund Services, Ltd. by, or the negligence, wilful

default, bad faith or fraud of, Citibank Europe plc, members

of its group, its delegates or its associates. Citibank Europe

plc and the members of its group, delegates and associates

are able to enforce the indemnity and exclusion of liability

directly against the Company through third party rights

granted to them pursuant to the terms of the Services

Management Agreement. The Services Management

Agreement may be terminated by any party giving not less

than 3 months’ notice in writing to the other parties.

General shareholder and registrar servicesIn accordance with the Services Management Agreement,

the Services Manager (as principal) has selected and

appointed Citibank Europe plc as Shareholder Services

Provider and Citi Hedge Fund Services, Ltd. as the

Registrar pursuant to the Citi Fund Services Agreement.

The Shareholder Services Provider and the Registrar will

perform certain general shareholder services including

maintaining the register of investors of the Company and

processing certain Anti-money Laundering Documents.

The Shareholder Services Provider and the Registrar may

delegate their duties with the prior written consent of the

Services Manager, not to be unreasonably withheld.

The Shareholder Services Provider has delegated certain of

its duties to Citibank (Hong Kong).

Valuation servicesIn accordance with the Services Management Agreement,

the Services Manager (as principal) has selected and

appointed Citibank Europe plc pursuant to the Citi Fund

Services Agreement as Valuations Service Provider to the

Company. The Valuations Service Provider will perform

certain valuation and accounting services for the Company.

The Valuations Service Provider may delegate some of

its duties with the prior written consent of the Services

Manager, not to be unreasonably withheld.

The Valuations Service Provider is not responsible and will

have no liability in connection with any trading decisions

of the Company. The Valuations Service Provider will not

provide any investment advisory or investment management

services to the Company. The Valuations Service Provider

will not be responsible for and will have no liability in

connection with monitoring any investment restrictions or

compliance with the investment restrictions.

In determining the Net Asset Value per Share, the

Valuations Service Provider will follow the valuation policies

and procedures adopted by the Company. The manner

in which the services of the Valuations Service Provider

will be performed by the Valuations Service Provider will

be determined in accordance with the Bye-laws and

the Prospectus and the liability of the Valuations Service

Provider will be determined in accordance with the Citi

Fund Services Agreement. For the purpose of calculating

the Net Asset Value per Share, the Valuations Service

Provider shall in certain circumstances, and shall be entitled

to, rely on, and will not be responsible for and will have no

liability in connection with the accuracy of, financial data

furnished to it by various third parties which may include the

Custodian and/or the Investment Manager.

Paying agency servicesIn accordance with the Services Management Agreement,

the Services Manager (as principal) has selected and

appointed Citi Hedge Fund Services, Ltd. pursuant to the

Citi Fund Services Agreement as Principal Paying Agent

to the Company. The Principal Paying Agent will perform

certain paying agency services for the Company. The

Principal Paying Agent may delegate some of its duties with

the prior written consent of the Services Manager, not to be

unreasonably withheld.

The Citi Fund Services AgreementCitibank Europe plc is a licensed bank, authorised and

regulated by the Central Bank of Ireland. Citibank Europe

plc was incorporated in Ireland on 9 June 1988 under

registered number 132781. Citibank Europe plc and Citi

Hedge Fund Services, Ltd. are members of the Citigroup

group of companies, having as their ultimate parent

Citigroup Inc., a US publicly quoted company.

Although Citibank Europe plc and Citi Hedge Fund

Services, Ltd. are appointed by the Services Manager

as principal, not agent for the Company, the Company is

able to enforce certain of the obligations in the Citi Fund

Services Agreement through third party rights granted to it

pursuant to the terms of that agreement. Any enforcement

by the Company is subject to a specific conduct of claims

process set out in the Citi Fund Services Agreement. Under

this process the Services Manager or a member of its group

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Man AHL Diversified Futures Ltd 15

will, unless certain defined exceptions apply, represent the

Company if it is bringing a claim against Citibank Europe

plc, Citi Hedge Fund Services, Ltd. or their delegates or if

Citibank Europe plc, Citi Hedge Fund Services, Ltd. or one

of their delegates is bringing a claim against the Company.

Company SecretaryThe Company has appointed an employee of Citi Hedge Fund

Services, Ltd. to act as Company Secretary (together, the

‘Company Secretary’). Pursuant to the Company Secretarial

Services Agreement, the Company Secretary is responsible

for, amongst other things, the following matters: (a) preparing

and filing the annual return of the Company with the Registrar

of Companies; (b) maintaining the Company's minute book

and records; (c) updating the Company's registers of directors

and members; (d) making all necessary filings with the

Registrar of Companies and the BMA; (e) organising payment

to the BMA of the Company’s annual registration fees; and

(f) arranging the Company's board meetings and providing

agendas and minutes of each of the Company's meetings. In

each case, the Company Secretary provides services under

the general supervision of the Directors.

The terms of the Company Secretarial Services Agreement

contains certain indemnification and exclusion of liability

provisions in favour of Citi Hedge Fund Services, Ltd., its

officers, servants, agents and delegates. However, the

Company Secretary is not entitled to indemnification or

exclusion of liability in the event that Citi Hedge Fund Services,

Ltd. or its officers, servants, agents or delegates acted with

negligence, wilful default, fraud or dishonesty in performing its

obligations or duties under the Company Secretarial Services

Agreement.

The Shares

Purchase priceThe price at which Shares may be purchased will be by

reference to the Subscription Price, as defined in Appendix 1.

Share valuationThe Net Asset Value per Share will be equal to the value of

the assets of the Company less its liabilities divided by the

number of Shares outstanding at each Valuation Point. The

value of the assets and the liabilities of the Company will

be determined by computing as at each Valuation Point in

accordance with the Bye-laws as follows:

(a) all calculations based on the value of investments

quoted, listed, traded or dealt in or on any futures

exchange shall be made by reference to the settlement

price (or, in the absence of any trades, at the mean

between the latest offer and bid prices quoted thereon)

on the principal exchange for such investments as

at the close of business on the day for which such

calculation is to be made; all calculations based on the

value of investments traded or dealt in on any over-

the-counter market which is the principal exchange

therefore shall be made by reference to the mean

between the latest offer and bid prices quoted thereon

PROVIDED ALWAYS that:

(i) if the Directors at their discretion consider that the

prices ruling on an exchange other than the principal

exchange provide in all the circumstances a fairer

criterion of value in relation to any such investment,

they may adopt such prices; and

(ii) the Directors may, at their absolute discretion, permit

some other method of valuation to be used if they

consider that such valuation better reflects the fair

value;

(b) forward foreign exchange contracts will be valued by

reference to the price at the Valuation Point at which

a new forward contract of the same size and maturity

could be undertaken;

(c) if no price quotations are available as above provided,

the value thereof shall be determined from time to time

in such manner as the Directors shall determine; and

(d) any value (whether of a security or cash) otherwise

than in USD shall be translated into USD at the rate

(whether official or otherwise) that the Directors shall

in their absolute discretion deem appropriate to the

circumstances having regard inter alia to any premium

or discount that they consider may be relevant and to

costs of exchange.

ReportingThe Net Asset Value per Share as at each Valuation Point

will be published in the Hong Kong Economic Times,

the South China Morning Post, and on Bloomberg,

Morningstar, Reuters and SIX Financial Information and at

the Director’s discretion in other financial publications. In

addition it will be available from the Registrar, and the Hong

Kong Representative and can be accessed via Man’s Hong

Kong country website www.maninvestments.com (this

website is not authorised and reviewed by the SFC and it

may contain non-SFC authorised funds).

The following documents, among others, will be published

on www.maninvestments.com (select Hong Kong):

• Monthly performance report of the Company (in English

and Chinese language);

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16 Man AHL Diversified Futures Ltd

• Audited financial statements prior to the annual general

meeting in each year within four months of the financial

year end (in English language only);

• Unaudited semi-annual financial report within two

months of the relevant accounting period (in English

language only); and

• Copies of Shareholder notification letters (in English and

Chinese language) (the original notification letters will be

mailed to Shareholders).

Shareholders will be notified in writing when new audited

financial statements or new semi-annual financial report

are available in electronic form on the Hong Kong country

website of Man.

Procedure for applications The Shares of the Company are divided into two tranches:

Tranche A and Tranche B. The Company is offering

only Participating Tranche A Shares to investors at the

Subscription Price (as defined in Appendix 1) from (and

including) 4 September 2012. The Directors have resolved

that all Shares issued by the Company prior to 4 September

2012 shall be converted to Participating Tranche B Shares

on 4 September 2012. Shareholders wishing to purchase

additional Shares from 4 September 2012 onwards must

subscribe for Participating Tranche A Shares (unless the

Directors may decide otherwise from time to time).

Shareholders as at the date of this Prospectus should note

their rights have not been changed.

Completed and signed application forms can be sent

to Citibank (Hong Kong) or the Shareholder Services

Provider at the contact address referred to in the

'Names and addresses' section of this Prospectus. The

information required in the Application Form is necessary

for consideration of the application. Failure to provide

the information may result in rejection of the application.

The data Applicants provide (the 'Data') to the Company

may be disclosed to the Registrar, the Shareholder

Services Provider and/or any other service provider and

their affiliates, Citibank (Hong Kong), entities within Man

Group (which includes but is not limited to the Hong Kong

Representative) and/or the Applicant's account executive

so far as is necessary for the Data Purposes as defined

below (the 'Data Recipients'). The Data may only be used

by the Company or the Data Recipients for consideration

of the application, for the administration of an Applicant's

investment; for informing Applicants about their investment

and (if agreed by Applicants on the Application Form and

then only such Data as is necessary for this purpose) may

be used for direct marketing of services any Data Recipient

thinks may be of interest to each Applicant (all the 'Data

Purposes').

Applicants have the right to revoke their consent to the

use of the Data for direct marketing purposes by notice

in writing to the Shareholder Services Provider, Citibank

(Hong Kong) or the Hong Kong Representative. Applicants

further agree that any Data Recipient may contact them

by post, telephone, fax, e-mail or other available method

for the Data Purposes. Applicants have the right to require

corrections to, and receive a copy of, the Data and a

reasonable fee may be charged to Applicants for any

such copy. Applicants also have the right to ascertain

the Company's policies and practices in relation to the

Data and to be informed of the kind of Data held by the

Company. The person to whom requests for correction of

Data or copies of Data or for information regarding policies

and practices and kinds of data held are to be addressed

as follow:

The Data Protection Officer

Man Investments (Hong Kong) Ltd,

Suite 1301, Chater House,

8 Connaught Road Central,

Hong Kong

By providing an e-mail address on an Application Form (the

'Authorised E-mail Address'), an Applicant will agree that

the Data Recipients and/or any other service provider and

their affiliates may contact the Applicant by e-mail (which

is a non-secure medium) at the Authorised E-mail Address

in connection with any of the following: (a) requesting

further documentation or information from the Applicant

relating to the investment products in which the Applicant

has an investment (the 'Investments'); and (b) providing

the Applicant with trading advisory reports, performance

reports, contract notes and ancillary or generic information

relating to Investments. The Applicant will be required to

acknowledge that all electronic correspondence between

the Applicant, the Company, Man Group and/or any other

Data Recipient shall be governed by the relevant standard

terms and conditions, a copy of which is available upon

request.

Applications should be made by fax or by original to

Citibank (Hong Kong) or the Shareholder Services Provider

not later than 17:00 (Hong Kong time), one Business Day

prior to the Dealing Day on which the subscription is to

take place. Any applications received after this deadline will

not (unless the Directors agree otherwise) be accepted for

subscription on that Dealing Day and will automatically be

moved to the next following Dealing Day.

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Man AHL Diversified Futures Ltd 17

For all new applications for subscriptions, Applicants must

promptly mail the relevant original Application Form (and

Anti-money Laundering Documents required in Appendix

4) duly completed and signed by or on behalf of the

Applicant to Citibank (Hong Kong) or the Shareholder

Services Provider who have been appointed to process

applications. Shareholders will not be entitled to payment

of any redemption proceeds (pursuant to a request for

redemption) until the original Application Form (and Anti-

money Laundering Documents) has been received by

Citibank (Hong Kong) or the Shareholder Services Provider.

Once completed applications have been received by the

Company, they are irrevocable. The Directors may, in their

absolute discretion, reject or scale down any application

for Shares without giving any reason. In such event the

subscription monies or any balance thereof, as appropriate,

less any bank charges, will be returned to the source from

which it was received.

Citibank (Hong Kong) or the Shareholder Services

Provider will not require an original executed version of any

subsequent Application Form in respect of any application

for additional Shares and, in such circumstances, will regard

a faxed Application Form as authentic and conclusive,

provided that the Applicant has agreed to indemnify

Citibank (Hong Kong) or the Shareholder Services Provider

in connection with such faxed subsequent Application Form

and has provided their relevant bank account information

in relation to the account which the redemption proceeds

should be credited to as part of its original executed and

delivered initial Application Form (as described in the

previous paragraph). The Applicant will also always be

under the obligation to promptly mail the duly completed

and signed Anti-money Laundering Documents to Citibank

(Hong Kong) or the Shareholder Services Provider.

Shares will be allotted on the Dealing Day after acceptance

of the application. The Company will issue fractions of

Shares.

Subscription monies should be sent by SWIFT MT103

transfer using the bank instruction letter provided with the

Application Form (see the end of this Prospectus for the

Application Form). Subscription monies are due immediately

but in any case cleared funds net of bank charges must

be received in the Subscription Account within three (3)

Business Days of the relevant Dealing Day in respect of

which the application is made. If timely settlement is not

made the relevant allotment of Shares may be cancelled

and an Applicant may be required to compensate the

Company (see paragraph (f) of “Investment in Shares”

section of the Risk Factors section of the Prospectus). The

Company may also, at its discretion, redeem or sell part

of an investors existing shareholding to satisfy any loss

incurred.

Subscription monies denominated in a certain currency

cannot be transferred on any public holiday relating to such

currency e.g. USD cannot be transferred on a US federal

public holiday and in such circumstances the subscription

monies will be transferred on the next Business Day.

When applying for Shares, Applicants should apply for

a minimum initial investment of USD 20,000 (or such

lesser amount as the Directors in their discretion may

determine). A Shareholder may increase its holding of

Shares in increments of not less than USD 10,000 (or such

other amount or number of Shares as the Directors may

determine from time to time).

A sales fee of up to 5% may be charged on new

applications by the relevant distributor. Unless otherwise

indicated in the Application Form, all the amounts received

in the Subscription Account shall be applied to the AHL

Diversified Programme and the Company shall have

absolutely no obligation to repay any amount as a sales

commission to the relevant distributor.

Once applications have been received by Citibank (Hong

Kong) or the Shareholder Services Provider they may not

be withdrawn without the consent of the Directors, acting in

their sole discretion.

By signing the Application Form, an Applicant will certify,

represent, warrant and agree that he/she/it is not a US

person for the purposes of US Federal income tax or that

the Shares applied for are not being acquired directly

or indirectly by or on behalf of, or for the account of a

US person. An Applicant will further certify, represent,

warrant and agree that the Applicant will notify Citibank

(Hong Kong), the Shareholder Services Provider or the

Company (as the case may be) in the event that either the

Applicant becomes a US person or holds the Shares on

behalf of, or for the account or benefit of, a US person.

A false statement or misrepresentation of tax status by

a US person could lead to penalties under US law. If an

Applicant's tax status changes and it becomes a US citizen

or a resident, it must notify the relevant party as mentioned

above within 30 days.

Money launderingThe Registrar, the Shareholder Services Provider and

Citibank (Hong Kong) and any of their delegates are

responsible to regulators for compliance by the Company

with money laundering regulations and for that reason,

existing Shareholders, potential subscribers for and

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18 Man AHL Diversified Futures Ltd

transferees of Shares may be asked for Anti-money

Laundering Documents. Until satisfactory Anti-money

Laundering Documents are provided by potential investors

or transferees, as determined by the Directors, the Directors

reserve the right to withhold issuance and approval of

transfers of Shares.

In case of delay or failure to provide satisfactory Anti-money

Laundering documents, the Company may take such action

as they see fit including the right to redeem issued Shares

compulsorily.

Contract notes will be issued to successful Shareholders

confirming allocation.

No money should be paid to any intermediary in Hong

Kong who is not licensed or registered to carry on Type 1

regulated activity under Part V of the Securities and Futures

Ordinance.

In accordance with Bermudian law, Shares are only issued

in the names of companies, partnerships or individuals. In

the case of an Applicant acting in a special capacity (for

example as trustee), contract notes (or Share certificates,

if issued) may, at the request of the Applicant, record the

capacity in which the Applicant is acting.

Shares purchased for those under 18 years of age must be

registered in the name of the parent or guardian, but may

be designated with the minor’s initials for the purposes of

identification. The Company will take no cognisance of any

trust applicable to its Shares.

Subscription AccountThe Company has opened an interest bearing Subscription

Account. Any monies credited to the Subscription Account

shall be held on trust for the benefit of the relevant

Applicant pending the allocation of the Shares. Any interest

accruing on the Subscription Account shall belong to the

Company absolutely.

Restriction on applicationsThere are no restrictions on the eligibility of any person to

subscribe for Shares provided that such person is not a

Non-qualified Person. Applicants subscribing for Shares

in the Company are advised that the Shares are issued

subject to the provisions of the Bye-laws.

Transfer of SharesShareholders are entitled to transfer Shares to anyone

other than a Non-qualified Person by completion of the

Man ‘Transfer request form’ (available from the Shareholder

Services Provider or Citibank (Hong Kong) (or such other

entity contracted to provide such form)) and signed by

or on behalf of the transferor and the transferee subject

to the restrictions mentioned above. A transfer must be

accompanied by a completed original ‘Transfer request

form’ signed for and on behalf of the transferor and

the transferee as well as the Anti-money Laundering

Documents.

Shareholders wishing to transfer Shares must sign the

transfer instrument in the exact name or names in which

the Shares are registered, indicating any special capacity

in which they are signing and supplying all other requested

details.

The Directors may at their discretion decline to register any

transfer. A Shareholder is not entitled to transfer Shares if

as a result of such transfer either he or the person to whom

the Shares are to be transferred would hold Shares with a

value of less than the Minimum Holding unless the whole of

the Shareholder’s holding is transferred.

Procedure for redemptionShares are redeemable, and written notices to redeem

Shares should be received by Citibank (Hong Kong) or

the Shareholder Services Provider at the contact address

referred to in the 'Names and addresses' section of this

Prospectus not later than 17:00 pm (Hong Kong time)

one Business Day prior to the Dealing Day on which the

redemption is to take place, except in the event that the

calculation of the Net Asset Value per Share has been

suspended (see below for details of where notice should

be given). Any applications received after this deadline will

not (unless the Directors agree otherwise) be accepted for

redemption on that Dealing Day and shall automatically

be moved to the next following Dealing Day. The written

redemption notices must contain the exact name of

the investor, the amount of Shares to be redeemed and

an original signature(s) as per the Application Form,

Redemptions must be for a number of Shares at least equal

to the Minimum Redemption of 200 Shares and must not

(unless all of the relevant Shareholder’s Shares are being

redeemed) result in the Shareholder holding a number of

Shares less than the Minimum Holding.

If the redemption notice was sent by fax, the Company is

under no obligation to pay any redemption proceeds until

the original of that redemption notice has been received by

Citibank (Hong Kong) or the Shareholder Services Provider.

In relation to any redemption notice sent by fax, Citibank

(Hong Kong) or the Shareholder Services Provider will not

require an original executed version of the redemption

notice to be sent as described in the previous paragraph,

provided that the redeeming Shareholder has agreed to

indemnify Citibank (Hong Kong) or the Shareholder Services

Provider in connection with such faxed redemption notices

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and has provided their relevant bank account information

in relation to the account which the redemption proceeds

should be credited to as part of its original executed and

delivered initial Application Form.

The redemption price will be calculated by reference to

the Net Asset Value as at the Valuation Point immediately

preceding the Dealing Day. Shareholders are not entitled

to withdraw a request for redemption unless the Directors

otherwise determine or unless redemptions or the payment

of redemption proceeds have been suspended or the

determination of the Net Asset Value per Share has been

suspended (see ‘Suspension of valuations’ in section 5 of

Appendix 2 to the Prospectus). The Directors are not bound

to redeem part only of a holding of Shares if as a result of

such redemption a Shareholder would hold less than the

Minimum Holding.

Upon receipt of a Shareholder's redemption notice,

payment of redemption proceeds to Shareholders will

be made without interest in USD by bank transfer at the

expense and risk of the Shareholder in accordance with

the bank instructions provided by that Shareholder within

five (5) Business Days after the Dealing Day or as soon as

practicable thereafter. Any bank wire charges incurred by

the Company associated with the payment of redemption

proceeds to investors will be borne by the Company rather

than by the redeeming investor. The redeeming investor's

bank wire charges incurred by their own bank will be borne

by the redeeming investor. The Company is under no

obligation to pay any redemption proceeds until the original

Application Form (and Anti-money Laundering Documents)

has been received.

The Directors may, in their sole discretion, waive the

Minimum Redemption and Minimum Holding requirements.

Fee for early redemption of Tranche B SharesAll costs of marketing the Shares and certain amounts

payable to intermediaries are borne by the Marketing

Adviser. No such costs are borne by the Company. In

case the Tranche B Shares are redeemed before they have

been in issue for the periods shown below after their initial

issuance, the current Net Asset Value per Share redeemed

will be paid by the Company to the Shareholder after

deduction of a fee for early redemption, which will, in turn

be paid to the Marketing Adviser primarily to compensate it

for the costs of marketing the Shares, as follows:

Tranche B Shares redeemed on a Dealing Day before they have been in issue for: Fee for early redemption:

2 years 4.0 % of redemption price per Share

4 years 2.5 % of redemption price per Share

6 years 1.0 % of redemption price per Share

There will be no redemption fee applied on Tranche B

Shares which are redeemed after they have been in issue

for six years after their initial issuance.

For the avoidance of doubt, the Directors have

determined that in general no redemption fees will be

applied for redemptions of Tranche A Shares.

There may be circumstances in which the Company will be

able to procure a purchase of a redeeming Shareholder’s

Shares and, although no actual redemption will be effected,

where a purchase is procured in these circumstances

a redeeming Shareholder will receive an amount equal

to those proceeds that would have been paid to the

Shareholder had an actual redemption taken place (that

is, less the redemption fee, where applicable). In these

circumstances the redemption fee will operate as an

administrative charge to be paid to the Marketing Adviser.

In certain circumstances, the Directors have the discretion

to waive all or any of the fee for early redemption and in

particular cases or generally.

Compulsory redemption of SharesThe Bye-laws empower the Company to require the

redemption (or transfer) of any Shares, if in the opinion of

the Directors, such Shares are acquired or held by a Non-

qualified Person.

In the event that a Shareholder (or the ultimate beneficial

holder of the Shares held by a Shareholder) fails to disclose

its identity to the reasonable satisfaction of the Directors,

the Directors are empowered to redeem compulsorily all

of the Shares held by such Shareholder (or such number

thereof as are being held on behalf of that ultimate

beneficial holder).

Total redemption/winding upAll of the Shares may be redeemed by the Company if:

(a) the holders of not less than 75% in value of the issued

Shares of the Company carrying voting rights at general

meetings of the Company approve of the redemption at

a general meeting of which not more than 12 and not

less than four weeks notice has been given; or

(b) at any time, the aggregate of the Net Asset Value per

Share of all Shares in issue on each of three successive

Valuation Points is less than USD 3,000,000 and

provided that notice of not less than four and not

more than 12 weeks has been given to the holders of

the Shares within four weeks after the third relevant

Valuation Point; or

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(c) the Custodian has served notice of its intention to

retire under the terms of the custodian agreement (and

has not revoked such notice) and no new custodian

has been formally approved and appointed within six

months of the date of service of such notice.

On a winding up of the Company the assets available

for distribution (after satisfaction of creditors) shall be

distributed to the holders of the Manager Shares and the

Shares pari passu to the extent of their nominal value up to

the nominal amount paid thereon and thereafter all surplus

assets shall be distributed to the holders of the Shares in

proportion to the number of Shares held.

Suspension of dealingsThe Directors may declare a suspension of the

determination of the Net Asset Value per Share in certain

circumstances as described in section 5 of Appendix 2. No

Shares will be redeemed during such period of suspension,

but whilst such suspension subsists, a redemption notice

may be withdrawn. However, if a redemption notice is not

withdrawn, it will be acted upon on the first Dealing Day

following the end of the suspension.

DividendsIt is not the intention of the Directors to make any distribution

of net income by way of dividends. Net income will, therefore,

effectively be represented in the value of the Shares.

Charges and fees

Investment management and incentive feesThe Investment Manager will be entitled to a management

fee of 3% per annum of the Net Asset Value of the

Company (the ‘Management Fee’) accrued daily and

calculated on the aggregate Net Asset Value at the

immediately preceding Valuation Point. The Management

Fee is payable monthly in arrears by the Company.

In addition to the management fee, an incentive fee (the

‘Incentive Fee) will also be payable by the Company to the

Investment Manager. The Incentive Fee is payable annually

in arrears on the last Dealing Day in each financial year of

the Company, and accrued daily at each Valuation Point,

and is calculated at the rate of 20% of any net appreciation

(after deduction of the Management Fees in respect of the

period for which the calculation is being made but prior

to deduction of the Incentive Fee) in the Net Asset Value

per Share as at the Valuation Point applicable to such

Dealing Day above any previous highest Net Asset Value

per Share on any preceding Dealing Day in respect of

which an Incentive Fee shall have previously been paid (the

‘Benchmark NAV’), multiplied by the number of Shares in

issue as at the Valuation Point applicable to such Dealing

Day.

A hypothetical example of the calculation of the incentive

fee is set out below.

*This is a hypothetical example and is not indicative of future performance.

Benchmark Net Asset Value per Share (high watermark)*

Net Asset Value per Share at year end (prior to deduction of incentive fees (if any))*

Will an incentive fee be applied?*

Net appreciation on which incentive fee is applied*

Incentive fee per Share (20% of the net appreciation)*

Net Asset Value per Share at year end (including incentive fees (if any))*

Year 1 10.0 12.0 Yes 2.0 0.4 11.6

Year 2 11.6 10.5 No N/A N/A 10.5

Year 3 11.6 12.6 Yes 1.0 0.2 12.4

Year 4 12.4 12.0 No N/A N/A 12.0

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Man AHL Diversified Futures Ltd 21

Investors should note there will be no equalisation methods

used for the purpose of determining the Incentive Fee

payable by the Company to the Investment Manager. The

use of equalisation methods ensures the Incentive Fee

payable by the investor is directly referable to the specific

performance of such individual investor’s holding of Shares.

If an investor redeems Shares part way through a financial

year, the Incentive Fee accrued in respect of the Shares

redeemed, over the period from the end of the previous

financial year in respect of which an Incentive Fee was

previously paid to the date of redemption, shall be

crystallised. The amount of the crystallisation (i.e. the

Incentive Fee associated with the redeemed Shares) in

respect of each Share redeemed will be 20% of the net

appreciation (as described above) in the Net Asset Value

per Share as at the Valuation Point applicable to the

Dealing Day on which the Shares are redeemed above the

Benchmark NAV. The aggregate crystallisation associated

with the redeemed Shares during a financial year shall be

paid by the Company to the Investment Manager at the

end of the financial year in which the relevant Shares are

redeemed. The crystallisation of Incentive Fees and the

payment of such crystallisation will neither affect the price

of Shares remaining in issue nor the holdings of existing

investors.

If an investor subscribes part way through a financial year

and the Net Asset Value per Share on the Valuation Point

applicable to the date of the subscription is above the

Benchmark NAV the Company will increase the overall

Incentive Fee accrual by an amount equal to the current

Incentive Fee accrual per Share for the period from the

last Dealing Day in respect of which an Incentive Fee was

previously paid to the date of the subscription, multiplied by

the number of Shares issued to the subscribing investor.

The increase in the Incentive Fee accrual due to new

subscriptions may result in a dilution of the Net Asset Value

per Share for the remaining investors. The amount of any

dilution will depend on the current Incentive Fee accrual

per Share applicable on the date of the subscription and

the size of the Shares issued in respect of the subscription

relative to the total number of outstanding Shares of the

Company.

If an investor subscribes part way through a financial

year and the Net Asset Value per Share applicable at the

date of the subscription is below the Benchmark NAV

there would be no Incentive Fee accrual for these Shares

until the Net Asset Value per Share increases above the

Benchmark NAV. This means that the Company would not

pay any Incentive Fee for these new Shares for the positive

performance between the Net Asset Value per Share on the

date of the subscription and the Benchmark NAV.

Full details of the calculation of the Management Fee

and the Incentive Fee are contained in the Investment

Management Agreement referred to in section 11 of

Appendix 2.

Fees payable to the Investment Manager will be paid

directly to Man Investments AG which has been appointed

as Marketing Adviser for receipt of such fees in accordance

with the Investment Management Agreement.

Custodian feesThe Custodian shall be paid by the Company a fee accruing

at each Valuation Day and payable monthly at a rate of

up to 0.10% per annum of the Net Asset Value subject

to a minimum annual fee of USD 15,000. In addition, the

Custodian is entitled to be reimbursed for all out-of-pocket

expenses properly incurred by it in the performance of its

duties. The Company will be responsible for the fees and

expenses of any sub-custodians appointed by the Custodian.

Hong Kong Representative feesThe Hong Kong Representative shall be paid by the

Company a fee accruing at each Valuation Day and

calculated monthly at a rate of up to USD 5,000 per annum.

Services Manager feesIn consideration for the services provided by the Services

Manager pursuant to the Services Management Agreement,

the Company will pay the Services Manager in respect

of shareholder services an annual fixed fee of USD 1,000

plus an annual variable fee accruing at each Valuation Day

and payable quarterly as per a sliding scale based on the

number of investors as follows:

Up to 100 investors USD 10,000

101 to 200 investors USD 13,000

201 to 400 investors USD 16,000

401 to 600 investors USD 19,000

When there are more than 600 investors, the annual

variable fee shall be increased by increments of USD 3,000

for every additional 200 investors. The Services Manager

will also be paid by the Company an annual fee of 0.05%

of the Net Asset Value. In addition, a fee of USD 27 shall

be paid in arrears by the Company in respect of outward

payments to Shareholders.

In respect of valuation services, the Company will pay the

Services Manager a fee of 0.23% per annum of the Net

Asset Value accrued daily and paid monthly in arrears. The

valuation fees payable will be subject to a minimum of USD

25,000 per annum.

The Services Manager will pay a portion of the fees it

receives from the Company to the Shareholder Services

Provider and Registrar and the Valuations Service Provider.

The Services Manager is solely responsible for the payment

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22 Man AHL Diversified Futures Ltd

of fees to the Shareholder Services Provider and Registrar

and the Valuations Service Provider and the Company will

have no responsibility or liability for such fees.

Company Secretary feesIn consideration for the secretarial services provided by

the Company Secretary to the Company, the Company

will pay an annual retainer fee at the Company Secretary's

customary rates for such services. The Company Secretary

will be reimbursed for all disbursements and reasonable

expenses incurred in the performance of its duties, and

such disbursements will be invoiced separately and payable

annually.

Other fees and expenses

The Company bears, directly or indirectly, the Bermuda

annual company registration fees of the Company, the cost

of printing and distributing periodic and annual reports and

statements, and all other operating expenses.

The Directors reserve the right to charge all or any of the

fees and expenses to the Company and to effect payment

accordingly. Directors will receive an amount of up to USD

5,000 per annum per Director plus other fees and be

reimbursed for out-of-pocket expenses, including those in

relation to attendance at meetings.

The preliminary expenses of establishing the Company have

been fully amortised.

Brokerage feesThe Company shall bear all costs of trading transactions and

interest on borrowing.

Brokerage fees will be charged at market rates by the

Broker and comprise execution fees charged by executing

brokers, exchange fees and the fee charged by the

Brokers. The Introducing Broker will charge a fee to the

Company of 1% per annum of the Net Asset Value.

Neither the Investment Manager nor their connected

persons of the Company has entered into any cash or ‘soft

dollar’ commission agreements with the Brokers.

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Man AHL Diversified Futures Ltd 23

Names and addresses

Directors

Michael Collins (President) (British)

Argonaut Limited

Argonaut House

5 Park Road

Hamilton HM 09

Bermuda

Mr Collins is the managing director of Argonaut Limited, Bermuda. Shirelle Jones is an alternate director to Mr Collins.

Dawn Griffiths (British)

Conyers Dill & Pearman Limited

Clarendon House

2 Church Street

Hamilton HM 11

Bermuda

Ms Griffiths is a director of Conyers Dill & Pearman Limited, barristers and attorneys, Bermuda. John Collis is an alternative director to Ms Griffiths.

Ronan Daly (British)

Centaur Fund Services

13-17 Dawson Street

Dublin 2

Ireland

Mr Daly is the chairman of Centaur Fund Services Limited.

John Walley (Irish)

62 The Avenue

Carrickmines Wood

Foxrock

Dublin 18

Ireland

Mr Walley is a financial services consultant specialising in the offshore funds administration business.

David Smith (British)

Equus Asset Management Partners L.P.

27 Queen Street

Hamilton HM 11

Bermuda

Mr Smith is a partner of Equus Asset Management Partners L.P.

Registered office of the Company

Hemisphere House

9 Church Street

Hamilton HM 11

Bermuda

Company Secretary

Christine Perinchief

c/o Citi Hedge Fund Services, Ltd.

Hemisphere House

9 Church Street

Hamilton HM 11

Bermuda

Investment Manager

Man Investments Limited

2 Swan Lane

Riverbank House

London EC4R 3AD

United Kingdom

Introducing Broker, Marketing Adviser

Man Investments AG

Huobstrasse 3

8808 Pfäffikon SZ

Switzerland

Custodian

HSBC Institutional Trust Services (Asia) Limited

HSBC Main Building

1 Queen’s Road Central

Hong Kong

Services Manager

Man Investments AG

Huobstrasse 3

8808 Pfäffikon SZ

Switzerland

Registrar

Citi Hedge Fund Services, Ltd.

Hemisphere House

9 Church Street

Hamilton HM 11

Bermuda

Tel: +1 441 295 9166

Fax: +1 441 292 6145

Contact: The Company Secretary

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24 Man AHL Diversified Futures Ltd

Shareholder Services Provider

Citibank Europe plc

1 North Wall Quay

Dublin 1

Ireland

Tel: +353 1 647 0000

Fax: +353 1 647 0027

Fax: +353 1 661 7435 (Application Forms only)

Transfer Agency

Citibank N.A., Hong Kong Branch

10/F, Two Harbourfront

22 Tak Fung Street

Hunghom, Kowloon

Hong Kong,

Tel: +852 2306 8111

Fax: +852 2805 0190 (Dealing Forms only)

Principal Paying Agent

Citi Hedge Fund Services, Ltd.

Hemisphere House

9 Church Street

Hamilton HM 11

Bermuda

Tel: +1 441 295 9166

Fax: +1 441 292 6145

Hong Kong Representative

Man Investments (Hong Kong) Limited

Suite 1301 Chater House

8 Connaught Road Central

Hong Kong

Tel: +852 2521 2933

Email: [email protected]

Valuations Service Provider

Citibank Europe plc

1 North Wall Quay

Dublin 1

Ireland

Auditors

Ernst & Young Ltd.

3 Bermudiana Road

Hamilton HM 11

Bermuda

Legal adviser as to matters of Bermudian law

Conyers Dill & Pearman Limited

Clarendon House

2 Church Street

Hamilton HM 11

Bermuda

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Appendix 1

Definitions

‘Act’ means the Companies Act 1981 of Bermuda, as the

same may be amended from time to time.

‘AHL’ means an investment division of the Investment

Manager.

‘AHL Diversified Programme’ means the programme

described in the section entitled ‘The AHL Diversified

Programme’.

‘Anti-money Laundering Documents’ means the

documentation required to be provided by an Applicant as

part of their application for Shares as set out in Appendix 4

to the Prospectus.

‘Applicant’ means any person, in whose name an

application to subscribe for Shares is made by submitting

a duly completed and signed Application Form and

‘Applicants’ shall be construed accordingly.

‘Application Form’ means the application form to be

completed and executed by an investor upon applying

for Shares and ‘Application Forms’ shall be construed

accordingly.

‘Auditors’ means Ernst & Young Ltd, chartered accountants

of 3 Bermudiana Road, Hamilton HM 11, Bermuda.

‘Broker’ means any party or parties appointed from time to

time as clearing and/or prime broker of the Company and

‘Brokers’ shall be construed accordingly.

‘Business Day’ means a day on which financial markets

are generally open for business in Dublin, London,

Hong Kong, and New York and ‘Business Days’ shall

be construed accordingly.

‘Bye-laws’ means the bye-laws of the Company,

as amended from time to time.

‘Citibank (Hong Kong)’ means Citibank N.A., Hong Kong

Branch.

‘Company’ means Man AHL Diversified Futures Ltd,

a company incorporated with limited liability in Bermuda

under the Companies Act 1981 of Bermuda.

'Company Secretary’ means Citi Hedge Fund Services,

Ltd. or such other person as may be appointed by the

Company from time to time as its company secretary.

‘Company Secretarial Services Agreement’ means the

company secretarial services agreement entered into by and

between the Company and Citi Hedge Fund Services, Ltd.

‘Custodian’ means HSBC Institutional Trust Services (Asia)

Limited.

‘Dealing Day’ means the first Business Day following a

Valuation Day or such other days as the Directors shall from

time to time determine.

‘Directors’ means the directors (or any alternate director)

of the Company or any duly authorised committee thereof

and ‘Director’ shall be construed accordingly.

‘FSA’ means the Financial Services Authority, a company

limited by guarantee established and authorised to carry

out its regulatory functions under the FSMA (and any

successor regulatory organisation).

‘FSMA’ means the Financial Services and Markets

Act 2000 of the United Kingdom, as the same may be

amended from time to time.

‘Fund’ means all consideration received by the Company

for the allotment or issue of Participating Shares together

with all investments in which such consideration is invested

or reinvested and all income earnings, profits and proceeds

thereof and ‘Funds’ shall be construed accordingly

‘Futures Contracts’ means contracts (including contracts

which are not traded on-exchange and which are not readily

realisable investments) on and for physical commodities,

currencies, mortgage-backed securities, money market

instruments, obligations of and guaranteed by the

governments of sovereign nations, and any other financial

instruments, securities, stock, financial, and economic

indices, and items which are now, or may hereafter be, the

subject of futures contract trading, futures contracts, options

on futures contracts and physical commodities, cash and

forward contracts, foreign exchange commitments, deferred

delivery contracts, leverage contracts, and other commodity

related contracts, agreements and transactions (including

contingent liability transactions), and ‘Futures Contract’

shall be construed accordingly.

‘Hong Kong Representative’ means Man Investments

(Hong Kong) Limited, a limited liability company incorporated

in Hong Kong and a member of the Man Group, or such

other party as is appointed Hong Kong Representative of the

Company and the Investment Manager from time to time.

‘Introducing Broker’ means Man Investments AG, a

limited liability company incorporated in Switzerland.

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26 Man AHL Diversified Futures Ltd

‘Investment Management Agreement’ means the

agreement between the Company, the Investment Manager

and Man Investments AG, as described in section 11 of

Appendix 2 to this Prospectus.

‘Investment Manager’ means Man Investments Limited

(formerly Man Investment Products Limited), a limited

liability company incorporated in England and regulated in

the conduct of its regulated activities in the United Kingdom

by the FSA.

‘Man Group’ means:

(i) Man Group plc;

(ii) any company or other entity which directly or indirectly

controls, is controlled by or is under common control

with Man Group plc (including any holding company or

subsidiary, each within the meaning of section 1159 of

the Companies Act 2006); and

(iii) any limited partnership or limited liability partnership

whose general partner or managing member is an entity

in (ii) above,

but excluding any investment fund in relation to which Man

Group plc or an entity or partnership in (ii) or (iii) above

provides investment management, advisory, marketing or

related services.

‘Manager Shares’ means the shares of a par value of USD

1 in the capital of the Company having the rights and being

subject to the restrictions described in sections 1 and 2

of appendix 2 and ‘Manager Share’ shall be construed

accordingly.

‘Marketing Adviser’ means Man Investments AG, acting

in its capacity as marketing adviser pursuant to the

investment management agreement.

‘Minimum Holding’ means the minimum number of

Shares or USD amount which a Shareholder must maintain,

being 300 Shares or USD 10,000, whichever is lesser

(based on last published NAV) or such lesser amount as the

Directors in their discretion may determine.

‘Minimum Redemption’ means the minimum number of

Shares which a Shareholder may redeem pursuant to any

single redemption application being 200 Shares.

‘Net Asset Value’ or ‘NAV’ means the amount calculated by

the Valuations Service Provider on each Valuation Point, which

amount is equal to the value of the net assets of the Company

for the benefit of the Shareholders (as such value is more

particularly described in the section headed ‘Share valuation’).

‘Net Asset Value per Share’ means the Net Asset Value

divided by the numbers of Shares outstanding at each

Valuation Point.

‘Non-qualified Person’ means (i) any person who by

acquiring and/or holding Shares, would be in breach of the

law or requirements of any country or governmental authority;

or (ii) any person or persons in circumstances (whether

directly or indirectly affecting such person or persons and

whether taken alone or in conjunction with any other persons,

connected or not, or any other circumstances appearing

to the Directors to be relevant) which, in the opinion of the

Directors, might result in the Company incurring any liability

to taxation or suffering any other pecuniary or commercial

disadvantage that the Company might not otherwise have

incurred or suffered; or (iii) any person under the age of 18

years; or (iv) any United States person other than a corporate

entity situated in the US applying on behalf of its own client(s)

who are non-US Person(s).

‘OECD’ means the Organisation for Economic

Co-operation and Development.

‘Participating Share’ or ‘Share’ means each of the

75,000,000 redeemable participating shares of USD 0.01

offered pursuant to this Prospectus (comprising both

Tranche A Shares and Tranche B Shares) and ‘Participating

Shares’ or ‘Shares’ shall be construed accordingly.

‘Principal Paying Agent’ means Citi Hedge Fund

Services, Ltd.

‘Prospectus’ means this prospectus dated 4 September

2012 relating to the offering of Shares by the Company

including the appendices to this Prospectus accompanied

by a copy of the latest audited financial statements of the

Company.

‘Recognised Exchange’ means an investment exchange

recognised under the Financial Services and Markets Act

2000 (UK) or designated by the Securities and Investments

Board and, when the context so admits, includes a

recognised clearing house through which transactions

effected under the rules of a Recognised Exchange may be

cleared and ‘Recognised Exchanges’ shall be construed

accordingly.

‘Registrar’ means Citi Hedge Fund Services, Ltd.

‘Service’ means United States Internal Revenue Service

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‘Services Management Agreement’ means the services

management agreement entered into by and between the

Company and the Services Manager, as amended and

restated from time to time.

‘Services Manager’ means Man Investments AG.

‘SFC’ means the Securities and Futures Commission in

Hong Kong referred to in section 3(1) of the Securities and

Futures Ordinance.

‘Shareholder Services Provider’ means Citibank Europe plc.

‘Shareholders’ means the holders of a Participating Share

and ‘Shareholder’ shall be construed accordingly.

‘Subscription Account’ means the subscription account

opened by the Company with Citibank N.A., Hong Kong

Branch (the details of which are set out in the Application

Form).

‘Subscription Price’ means the price at which Shares

can be purchased, which shall be ascertained by: (a)

determining the Net Asset Value of the Company calculated

as at the last Valuation Point prior to the Dealing Day

the relevant Shares are issued; (b) dividing the amount

calculated under (a) above by the number of Shares in

issue or deemed to be in issue as at the relevant Valuation

Point; and (c) deducting therefrom such amount as may

be necessary to round the resulting amount down to the

nearest cent.

‘United States’ or ‘US’ means the United States of

America and its territories and possessions including any

state thereof and the District of Columbia.

‘United States person’ or ‘US person’ has the meaning

given to it in section 7701 (a) (30) of the Internal Revenue

Code of 1986 as amended and ‘United States persons’ or

‘US persons’ shall be construed accordingly.

‘USD’ means dollars in the currency of the United States

of America.

‘Valuation Day’ means any Business Day and/or such

other day or days in addition thereto or in substitution

thereof as may from time to time be determined by the

Directors, either in any particular case or generally, but so

that there shall be at least one Valuation Day in each month.

‘Valuation Point’ means the time of close of business

in the market or markets relevant for the valuation of the

assets and liabilities of the Company on the Valuation Day

and ‘Valuation Points’ shall be construed accordingly.

‘Valuations Service Provider’ means Citibank Europe plc.

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28 Man AHL Diversified Futures Ltd

Appendix 2

General information

1. IncorporationThe Company was incorporated on 11 September 1997 in

Bermuda with limited liability under the Companies Act 1981

of Bermuda. The memorandum of association and the Bye-

laws of the Company comprise its constitution.

On incorporation the authorised share capital of the

Company was USD 12,000 divided into 12,000 Manager

Shares of a par value of USD 1 each. Shortly after

incorporation the authorised share capital was increased

from USD 12,000 to USD 762,000 by the creation of

an additional 75,000,000 shares of USD 0.01 par value

designated as Participating Shares.

The Manager Shares are owned by Master Multi-Product

Holdings Ltd, a Bermuda exempted company, which

is itself owned by Codan Trust Company Limited in its

capacity as trustee of the Master Multi-Product Purpose

Trust, a special purpose trust formed under the laws of

Bermuda pursuant to a Deed of Trust made by Codan Trust

Company Limited dated 14 December 2005.

The Shares are available for issue at the discretion of the

Directors.

2. Manager Share rightsThe holders of Manager Shares shall:

(a) not be entitled to vote;

(b) not be entitled to any dividends whatsoever in respect

of such Manager Shares;

(c) in the event of a winding up or dissolution of the

Company, whether voluntary or involuntary or for

the purpose of reorganisation or otherwise or upon

distribution of capital, be entitled pari passu with the

holders of Shares, to an amount equal to the nominal

amount paid up on such Manager Shares out of the

assets of the Company but shall not be entitled to any

other or further amount; and

(d) not be subject to redemptions or repurchase of such

Manager Shares, whether at the option of the Company

or the holder.

3. The SharesThe holders of the Shares shall:

(a) be entitled to one vote per Share;

(b) be entitled to such dividends as the Directors may from

time to time declare;

(c) in the event of a winding up or dissolution of the

Company, whether voluntary or involuntary or for

the purposes of reorganisation or otherwise or upon

any distribution of capital, be entitled, subject to the

provisions of the Bye-laws, to share pro rata in the

remaining assets of the Company; and

(d) be entitled, and subject, to redemption or repurchase of

such Shares as provided in these Bye-laws.

4. Redemption priceOn each Dealing Day, the redemption price per Share will

be the Net Asset Value per Share as at the last Valuation

Point rounded down to the nearest whole cent.

Any certificate as to the Net Asset Value per Share and/

or redemption price per Share given in good faith by or on

behalf of the Directors is binding on all parties.

The payment of redemption proceeds will be made usually

within five Business Days or as soon as practicable

thereafter following the calculation of the Net Asset Value

as at the relevant Valuation Point (but in any event within

one calendar month of receipt by Citibank (Hong Kong)

(or such other entity contracted to receive applications)

of the relevant redemption notice) in accordance with the

provisions set out under the section headed ‘Procedure for

redemption’.

5. Suspension of valuationsThe Directors may suspend the determination of the

Net Asset Value for the whole or any part of a period

during which: any exchange or market on which any

significant portion of the investments of the Company

are listed, quoted, traded or dealt in is closed (other than

customary weekend and holiday closing) or trading on

any such exchange or market is restricted; circumstances

exist as a result of which in the opinion of the Directors

it is not reasonably practicable for the Company to

dispose of investments of the Company, or as a result of

which any such disposal would be materially prejudicial

to Shareholders; a breakdown occurs in any of the

means normally employed in ascertaining the value of

investments or when for any other reason the value of

any of the investments or other assets of the Company

cannot reasonably or fairly be ascertained; the Company

is unable to repatriate funds required for the purpose of

making payments due on redemption of the Shares; or any

transfer of funds involved in the realisation or acquisition

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of investments or payments due on redemptions of the

Shares cannot, in the opinion of the Directors, be effected

at normal rates of exchange.

6. Directors(a) The remuneration of the Directors will be determined

by the Company in a general meeting. The Directors

may also be paid, inter alia, for travelling, hotel and

other expenses properly incurred by them in attending

meetings of the Directors or in connection with the

business of the Company. Any Director who devotes

special attention to the business of the Company may

be paid such extra remuneration as the Directors may

determine.

(b) A Director may hold any other office or place of profit

under the Company (other than the office of auditor)

in conjunction with his office of Director, or may act

in a professional capacity for the Company on such

terms as the Directors may determine. No Director shall

be disqualified by his office from contracting with the

Company in any capacity, nor shall any such contract

or arrangement entered into by the Company in which

any Director is in any way interested be liable to be

avoided, nor shall any Director so contracting or being

so interested be liable to account to the Company for

any profit realised by any such contract or arrangement

by reason of such Director holding that office if he shall

declare the nature of his interest. However, with certain

limited exceptions, in the case of obligations incurred

on behalf of the Company, and of proposals concerning

other companies in which he has a beneficial interest of

at least one percent, a Director shall not vote and shall

not be counted in the quorum in respect of any contract

or arrangement in which he is so interested, and if he

shall vote, his vote shall not be counted, unless he has

declared the nature of his interest at the first opportunity

at a meeting of the Directors or in writing to the

Directors and no other Director objects to the interested

Director voting on such arrangement.

(c) A Director, notwithstanding his interest, may be counted

in the quorum present at any meeting at which he or

any other Director is appointed to hold any such office

or place of profit under the Company or at which the

terms of any such appointment are arranged, and he

may vote on any such appointment or arrangement

other than his own appointment or the arrangement of

terms thereof.

(d) There is no provision in the Bye-laws requiring a Director

to retire by reason of any age limit and there is no share

qualification for Directors.

7. Restrictions on ShareholdersThe Directors have power to impose such restrictions as

they may think necessary for the purpose of ensuring that

no Shares are acquired or held by a Non-qualified Person.

If it comes to the notice of the Directors that any Shares

are so held by any such Non-qualified Person the Directors

may give notice to such person requiring the redemption or

transfer of such Shares in accordance with the provisions

of the Bye-laws. A person who becomes aware that he is

holding or owning Shares in breach of any such restriction

is required either to deliver to the Company a written

request for redemption of his Shares in accordance with the

Bye-laws, or to transfer the same to a person who would

not thereby be a Non-qualified Person.

8. IndemnitiesThe Bye-laws of the Company contain indemnities in favour

of the Directors, secretary and other officers and servants

for the time being of the Company. In addition, certain

of the material contracts referred to in section 11 below

contain provisions under which the Company indemnifies

the other parties thereto.

9. CommissionSave as disclosed in this Prospectus, no commission,

discounts, brokerage or other special terms have been

granted by the Company in connection with the issue or

sale of any Shares.

10. InterestsThe Investment Manager is indirectly wholly owned by the

Man Group. The Man Group or affiliated companies will

receive, directly or indirectly, fees in respect of valuation

services provided, advisory and management and registrar

fees from the Company and will, from time to time, make

loans bearing commercial rates of interest to the Company.

No Director has any interest in the Shares. Ms Griffiths,

Mr Collins, Mr Daly and Mr Walley also serve as directors

of Master Multi-Product Holdings Ltd which is the owner

of the Manager Shares of the Company. Ms Perinchief is

an employee of Citi Hedge Fund Services, Ltd., which is

acting as Registrar and Paying Agent for the Company and

receives fees for its services.

There are no existing or proposed service contracts between

any of the Directors and the Company but the Directors may

receive remuneration as provided in the Bye-laws.

11. Material contractsThe following contracts (not being contracts in the

ordinary course of business) have been entered into by the

Company and are, or may be, material:

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(a) the Investment Management Agreement between

the Company, Man Investments AG (formerly Adam,

Harding & Lueck AG which merged with Man

Investments AG) and the Investment Manager, dated 25

March 2011, as amended and restated in the amended

and restated Investment Management Agreement dated

4 September 2012 pursuant to which the Investment

Manager has agreed to provide trading advice to the

Company and pursuant to which Man Investments AG

has been appointed as Marketing Adviser;

(b) the introducing broker agreement between the

Introducing Broker and the Company, dated 4

September 2012 pursuant to which Man Investments

AG has been appointed as Introducing Broker of the

Company;

(c) the early redemption agreement between the Company

and the Marketing Adviser, dated 11 March 1998 as

amended and restated in the amended and restated

early redemption agreement dated 4 September 2012,

pursuant to which the Company has agreed to pay, in

consideration of certain marketing related expenses

incurred by the Marketing Adviser on behalf of the

Company, to the Marketing Adviser a fee for early

redemption of Shares. The amount of this fee is set out

under the section headed ‘Fee for early redemption of

Shares’;

(d) the Services Management Agreement between

the Company and the Services Manager dated 4

September 2012, pursuant to which the Services

Manager will select and appoint (as principal) service

providers to provide general shareholder services (which

will include maintenance of the Company's register)

and certain accounting and valuation services to the

Company, as well as monitoring the providers of those

services;

(e) the Company Secretarial Services Agreement between

the Company and Citi Hedge Fund Services, Ltd. dated

4 September 2012, pursuant to which the Company

Secretary has agreed to provide certain corporate

administrative services to the Company;

(f) the custodian agreement between the Company, the

Investment Manager and HSBC International Trustee

Limited (the original custodian to the Company), dated

13 March 1998 (which was subsequently novated

to the Custodian pursuant to a novation agreement

between them and the Custodian dated 20 June

2008), as amended and restated in the amended and

restated Custodian agreement dated 4 September 2012

pursuant to which the Custodian has been appointed as

Custodian for the assets of the Company; and

(g) the Hong Kong representative agreement between the

Company and the Hong Kong Representative, dated

25 March 2011 pursuant to which the Hong Kong

Representative has been appointed as the Hong Kong

Representative of the Company.

12. ConsentsThe Auditors have given and have not, before delivery of

a copy of this Prospectus for filing with the Registrar of

Companies in Hong Kong and in Bermuda, withdrawn their

written consent to the inclusion of their name and their

report in the form and context in which they appear.

13. MeetingsThe financial year end of the Company is 30 September

in each year. Audited financial statements and unaudited

semi-annual financial reports will be published on the Hong

Kong website of Man at www.maninvestments.com (select

Hong Kong) (this website is not authorised and reviewed

by the SFC and it may contain non-SFC authorised funds).

Audited financial statements will be made available prior

to the annual general meeting in each year within four

months of the financial year end and unaudited semi-annual

financial report will be made available within two months of

the relevant accounting period. Audited financial statements

and unaudited semi-annual financial reports will only be

available in English. Copies will be provided by the Hong

Kong Representative upon request

Annual general meetings will usually be held in Bermuda

(normally during February or March of each calendar year

or such other date as the Directors may determine). Notices

convening each annual general meeting will be sent to

Shareholders not later than 21 days before the date fixed

for the meeting.

14. LitigationThe Company is not engaged in any litigation or arbitration

proceedings and is not aware of any litigation or claim

pending or threatened by or against it.

15. Change in financial positionThere has been no significant change in the financial position

of the Company since the date of the latest audited financial

statements of the Company to the date of this Prospectus.

The Directors confirm that as of the date of issue of this

Prospectus, there are no events which have occurred

subsequent to the date of the last audited financial

statements and prior to the date of issue of this document

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that either provide material additional information relating

to conditions that existed at the date of such financial

statements or which cause significant changes to assets or

liabilities relating to the Company or which will or may have

a significant effect on the future operations of the Company

other than those events which occur in the normal course

of business of a fund (including the subscriptions and

redemptions of Shares and changes in the market value of

the assets of the Company).

16. TaxationInvestors should appreciate that as a result of changing law

or practice, or unfulfilled expectations as to how the Shares,

the Company or investors will be regarded by revenue

authorities in different jurisdictions, taxation consequences

for investors may vary. Investors should consult their

professional advisers on the possible tax consequences

of their subscribing for, purchasing, holding, selling or

redeeming Shares under the laws of their countries of

citizenship, residence, ordinary residence or domicile. The

following comments are based on advice received by the

Directors regarding current law and practice in Bermuda

and Hong Kong and are intended to assist investors.

BermudaAt the date of this Prospectus, there is no Bermuda

income, corporation, or profits tax, withholding tax, capital

gains tax, capital transfer tax, estate duty or inheritance tax

payable by the Company or its Shareholders, other than

Shareholders ordinarily resident in Bermuda.

The Company has obtained from the Minister of Finance of

Bermuda under the Exempted Undertakings Tax Protection

Act, 1966, as amended, an undertaking that, in the event

of there being enacted in Bermuda any legislation imposing

tax computed on profits or income, or computed on any

capital assets, gain or appreciation or any tax in the nature

of estate duty or inheritance tax, such tax shall not until

28 March 2016 be applicable to the Company or to any

of its operations or to the shares, debentures or other

obligations of the Company, except in so far as such tax

applies to persons ordinarily resident in Bermuda and

holding such shares, debentures or other obligations of

the Company or any land leased or let to the Company. As

an exempted company, the Company is liable to pay the

Bermuda Government a fixed registration fee currently at

rates between USD 1,995 and USD 31, 120 per annum,

calculated by reference to the authorised share capital of

the Company. In addition there is an annual fee payable to

the Bermuda Monetary Authority under the provisions of the

Investment Funds Act 2006.

Hong KongUnder current Hong Kong law and practice:

(a) profits of the Company arising from the sale or disposal

of securities, interest received by or accrued to the

Company and profits arising under foreign exchange

and Futures Contracts are exempt from profits tax;

(b) profits tax will not be payable by any investors in

respect of the sale, redemption or other disposal of

Shares (unless such transactions form part of a trade,

profession or business carried on in Hong Kong); and

(c) no tax will be payable by investors in Hong Kong in

respect of dividends or other income distribution of

the Company (if any).

Identity of Beneficial Ownership and Withholding on Certain PaymentsIn order to avoid a US withholding tax of thirty percent

(30%) on certain payments (including payments of gross

proceeds) made with respect to certain actual and deemed

US investments, the Company will be required to enter into

an agreement with the Service by 30 June 2013 identifying

certain direct and indirect US investors. A non-US investor

in the Company will generally be required to provide to

the Company information which identifies its direct and

indirect US ownership. Any such information provided to

the Company will be shared with the Service. A non-US

investor that is a "foreign financial institution" within the

meaning of Section 1471(d)(4) of the US Internal Revenue

Code of 1986, as amended (“IRC”) will generally be required

to enter into an agreement with the Service by 30 June

2013 identifying certain direct and indirect US investors.

A non-US investor who fails to provide such information

to the Company or enter into such an agreement with

the Service, as applicable, would be subject to the thirty

percent (30%) withholding tax with respect to its share of

any such payments attributable to actual and deemed US

investments of the Company and the Directors may take

any action in relation to an investor's Shares or redemption

proceeds to ensure that such withholding is economically

borne by the relevant investor whose failure to provide

the necessary information gave rise to the withholding.

Shareholders should consult their own tax advisors and

(where applicable) financial intermediary regarding the

possible implications of these rules on their investments in

the Company. Shareholders should consult their own tax

advisors regarding the possible implications of these rules

on their investments in the Company.

17. Exchange control

The Company has been classified as non-resident of

Bermuda for exchange control purposes by the Bermuda

Monetary Authority, whose permission for the issue of

Shares of the Company has been obtained. The transfer

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32 Man AHL Diversified Futures Ltd

of Shares between persons regarded as resident outside

Bermuda for exchange control purposes and the issue

and redemption of Shares to or by such persons may be

effected without specific consent under the Exchange

Control Act 1972 of Bermuda and regulations made

thereunder. Issues and transfers involving any person

regarded as resident in Bermuda for exchange control

purposes require specific prior authorisation under the Act.

The Company, by virtue of being non-resident in Bermuda

for exchange control purposes, is free to acquire, hold and

sell any foreign currency and investments without restriction.

18. Inspection of documentsCopies of the following documents are available for

inspection at any time during normal business hours on any

day (excluding Saturdays, Sundays and public holidays) free

of charge at the offices of the Company in Bermuda and at

the offices of the Hong Kong Representative (from whom

copies may be purchased):

(a) the Companies Act 1981 (as amended) of Bermuda;

(b) the memorandum of association and Bye-laws of the

Company;

(c) the material contracts referred to in section 11 above;

(d) latest financial statements and audited report thereon;

and

(e) the written consent of the Auditors referred to above.

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Appendix 3

Selling restrictions

The distribution of this Prospectus and the offering of

the Shares may be restricted in certain jurisdictions. The

information below is for general guidance only. It is the

responsibility of any person or persons in possession of this

Prospectus and wishing to make an application for Shares

to inform themselves of and to observe all applicable laws

and regulations of any relevant jurisdiction.

Argentina This Prospectus and any supplement(s) is highly confidential

and has been prepared by the Company solely for use

in connection with the private placement of Shares. This

Prospectus and any supplement(s) is personal to you and

does not constitute an offer to any other person or to the

public generally to purchase the Shares under applicable

Argentinean laws. Neither the Argentine Securities

Commission nor any other regulatory authority in Argentina

has either verified the accuracy of this Prospectus or any

supplement(s) or approved or disapproved the registration

of any Shares. Distribution of this Prospectus and any

supplement(s) to any person other than to those, if any,

retained to advise you in respect thereto, is unauthorised

and any disclosure of any of its contents, without the prior

written consent of the Company, is prohibited. By accepting

delivery of this Prospectus you agree to the foregoing

and to make no further copies of this Prospectus, any

supplement(s) or any other documents referred to herein.

AustraliaThe Company is a foreign body corporate not registered in

Australia. It does not hold an Australian financial services

licence. This document is not a prospectus or product

disclosure statement under Australian law. It is not required

to, and does not include all the information that such

documents are required to contain. It has not been lodged

with or been the subject of notification to the Australian

Securities and Investments Commission. Investors do not

have any cooling off rights in relation to their investment

under Australian law.

Australian persons who may invest in the Shares are

persons to whom an offer of securities may be made

without a prospectus under Australian law ('Eligible

Investor'). This includes a person who:

(a) is a 'professional investor' (such as an Australian

financial services licensee, a trustee of superannuation

funds with net assets of at least AUD 10 million, other

bodies regulated by the Australian Prudential Regulation

Authority, a listed entity or its related body corporate,

or a person who has or controls gross assets of at

least AUD 10 million (including any assets held by an

associate or under a trust that the person manages));

(b) invests more than AUD 500,000 in the Shares (not

including any amount lent by the Company or an

associate);

(c) provides a copy of a certificate given within the preceding

two years by a qualified accountant which states that the

person has net assets of at least AUD 2.5 million or had

gross annual income of AUD 250,000 for each of the last

two financial years; or

(d) invests through an Australian financial services

licensee where the licensee is satisfied on reasonable

grounds that the investor has sufficient previous

experience to assess the offer and the investor signs

an acknowledgement that they have not received a

prospectus in accordance with the Corporations Act

2001 (Cth).

The provision of this document to any person does

not constitute an offer of the Shares to that person

or an invitation to that person to apply for Shares.

Any such offer or invitation will only be extended to a

person if that person has first satisfied the Company

that the person is an Eligible Investor.

It is a term of issue of the Shares that the investor

may not transfer or offer to transfer their Shares to

any person located or resident in Australia unless the

transferee is an Eligible Investor.

This document is not intended to be read by any

person in Australia who is not an Eligible Investor.

This document does not constitute or contain

investment advice. Prospective investors should seek

their own professional advice in assessing whether or

not to invest.

Austria The Shares may only be offered in the Republic of Austria

in compliance with the provisions of the Austrian Capital

Markets Act, the Austrian Investment Funds Act and any

other laws applicable in the Republic of Austria governing

the offer and sale of the Shares in the Republic of Austria.

The Shares are not registered or otherwise authorised

for public offer under either the Austrian Capital Market

Act or the Austrian Investment Funds Act or any other

relevant securities legislation in Austria. The recipients of

this document and other marketing material or information

of any kind in respect to the Shares have been individually

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34 Man AHL Diversified Futures Ltd

selected and are targeted exclusively on the basis of a

private placement. Accordingly, the Shares may not be,

and are not being, offered or advertised publicly or offered

similarly under either the Austrian Capital Markets Act or

the Austrian Investment Funds Act or any other relevant

securities legislation in Austria. This offer may not be made

to any other persons than the recipients to whom this

document is personally addressed.

BrazilShares have not been and will not be issued nor placed,

distributed, offered or negotiated in the Brazilian capital

markets. Neither the Company nor the issuance of any

Shares has been or will be registered with the Brazilian

Securities and Exchange Commission (Comissão de Valores

Mobiliários, the CVM). Therefore, each of the Managers

has represented and agreed that it has not offered or sold,

and will not offer or sell, the Shares in Brazil, except in

compliance with the applicable circumstances which do

not constitute a public offering, placement, distribution or

negotiation of securities in the Brazilian capital markets

regulated by Brazilian legislation or pursuant to an available

exemption therefrom.

CanadaThe Shares may not be offered or sold, and this Prospectus

may not be delivered, in Canada or to a resident of Canada

unless and until this Prospectus is accompanied by an

appropriate Canadian wrapper. In addition, the Shares may

only be offered or sold to qualified investors in Canada,

in accordance with the requirements of the securities

regulations of the investor's place of residence or domicile.

CyprusThis document does not constitute, and may not be used

for the purposes of, an offer or an invitation to subscribe for

or otherwise acquire any shares by any person in Cyprus

(i) in any circumstances which require the publication,

approval or filing of a prospectus pursuant to the Law

on Public Offer and Prospectus of 2005 (as amended) or

the Companies Law, Cap.113 (as amended), or (ii) to any

person to whom it is unlawful to make such an offer or

invitation or (iii) by any person who is not qualified to make

such an offer or invitation.

DenmarkThis Prospectus has not been filed with or approved by

the Danish Financial Supervisory Authority or any other

Regulatory Authority in the Kingdom of Denmark. The

Shares in the Company have not been offered or sold and

may not be offered, sold or delivered directly or indirectly

in Denmark, unless in compliance with Chapter 4 of the

Danish Act on Investment Associations, Special-Purpose

Associations and Other Collective Investment Funds and

Executive Orders issued pursuant thereto as amended from

time to time.

Dubai International Financial CentreThis Prospectus relates to a fund which is not subject to

any form of regulation or approval by the Dubai Financial

Services Authority ('DFSA').

This Prospectus is intended for distribution only to persons

of a type specified in the DFSA's Rules (i.e. 'Qualified

Investors') and must not, therefore, be delivered to, or relied

on by, any other type of person.

The DFSA has no responsibility for reviewing or verifying

any Prospectus or other documents in connection with

this fund. Accordingly, the DFSA has not approved this

Prospectus or any other associated documents nor

taken any steps to verify the information set out in this

Prospectus, and has no responsibility for it.

The Shares to which this Prospectus relates may be illiquid

and/or subject to restrictions on their resale. Prospective

purchasers of the Shares offered should conduct their own

due diligence on the Shares.

If you do not understand the contents of this Prospectus

you should consult an authorised financial adviser.

FinlandThe Shares are offered in Finland solely to investors who

automatically qualify as professional investors, as defined in

the Finnish Investment Funds Act (48/1999, as amended).

This Prospectus and any supplement(s) have neither been

filed with nor approved by the Finnish Financial Supervision

Authority and do not constitute a prospectus under the

Prospectus Directive (2003/71/EC), the Finnish Securities

Market Act (495/1989, as amended) or the Finnish

Investment Funds Act (48/1999, as amended).

FranceThis Prospectus is for information purposes only and

does not constitute an offer, an invitation or a solicitation

for any investment or subscription for the Shares of the

Company in France. Any person who is in possession of

this Prospectus is hereby notified that no action has or

will be taken that would allow an offering of the Shares

in France and neither the Prospectus nor any offering

material relating to the Shares have been submitted to

the Autorité des Marchés Financiers for prior review or

approval. Accordingly, the Shares may not be offered, sold,

transferred or delivered and neither this Prospectus nor any

offering material relating to the Shares may be distributed

or made available (in whole or in part) in France, directly or

indirectly, except as permitted by French law and regulation.

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GermanyNo class of Share which is the object of this Prospectus

and any relevant supplement is registered for public

distribution with the Federal Financial Supervisory Authority

(Bundesanstalt für Finanzdienstleistungsaufsicht - 'BaFin')

according to the German Investment Act (Investmentgesetz)

or listed on a German exchange. No sales prospectus

pursuant to the German Securities Prospectus Act

(Wertpapierprospektgesetz) or German Sales Prospectus

Act (Verkaufsprospektgesetz) has been filed with the BaFin.

Consequently, Shares must not be distributed within the

Federal Republic of Germany by way of a public offer,

public advertisement or in any similar manner and this

Prospectus, each supplement and any other document

relating to the Shares, as well as information or statements

contained therein, may not be supplied to the public in the

Federal Republic of Germany or used in connection with

any offer for subscription of the Shares to the public in the

Federal Republic of Germany or any other means of public

marketing. Any resale of the Shares in Germany may only be

made in accordance with the German Securities Prospectus

Act and any other applicable laws governing the sale and

offering of shares in Germany.

No view on taxation is expressed. Prospective investors in

Germany are urged to consult their own tax advisers as to

the tax consequences that may arise from an investment in

the Shares.

Guernsey The Shares are not being offered to the public in Guernsey

and the Shares will not be offered to the public unless all

the relevant legal and regulatory requirements of Guernsey

law have been complied with. This Prospectus may not be

generally distributed in Guernsey.

IndonesiaThis Prospectus will not be distributed or passed on in the

Republic of Indonesia or to Indonesian citizens, nationals,

corporations or residents and the Company will not be

offered or sold in the Republic of Indonesia or to Indonesian

citizens, nationals, corporations or residents, in each case,

in a manner which constitutes a public offering of the

Company under the laws and regulations of the Republic of

Indonesia.

Isle of Man The Company is an unregulated collective investment

scheme for the purposes of Isle of Man law. Accordingly,

the promotion in the Isle of Man of the Shares is restricted

by Section 1 of the Financial Supervision Act 1988 and the

Shares may only be promoted in the Isle of Man to holders

of banking or investment business licences issued pursuant

to the Banking Act 1998, or Section 3 of the Investment

Business Act 1991 ('IBA'), or to persons whose ordinary

business involves the acquisition or disposal of property of

the same kind as the property or a substantial part of the

property to which the Company relates. Promotion of the

Shares may also be made by persons who are 'permitted

persons' for the purposes of the IBA to those persons to

whom unregulated collective investment schemes can be

marketed pursuant to the Financial Supervision (Promotion

of Unregulated Schemes) (Exemption) Regulations 1992.

The Company is not subject to approval in the Isle of

Man and investors are not protected by any statutory

compensation arrangements in the event of the Company's

failure.

The Isle of Man Financial Supervision Commission does not

vouch for the financial soundness of the Company or the

correctness of any statements made or opinions expressed

with regard to it in this Prospectus.

IsraelThis Prospectus has not been approved for public offering

by the Israeli Securities Authority. The Shares are being

offered to a limited number of investors (35 investors or

less) and/or special types of investors ('Investors') such as:

mutual trust funds, managing companies of mutual trust

funds, provident funds, managing companies of provident

funds, insurers, banking corporations and subsidiary

corporations, except for mutual service companies

(purchasing securities for themselves and for clients who

are Investors), portfolio managers (purchasing securities for

themselves and for clients who are Investors), investment

counsellors (purchasing securities for themselves),

members of the Tel-Aviv Stock Exchange (purchasing

securities for themselves and for clients who are Investors),

underwriters (purchasing securities for themselves),

venture capital funds, corporate entities wholly owned

by Investors the main business of which is the capital

market, and corporate entities whose net wealth exceeds

NIS 250 million, except for those incorporated for the

purpose of purchasing securities in a specific offer; and

in all cases under circumstances that will fall within the

private placement exemption or other exemptions of the

Securities Law, 5728-1968 or Joint Investment Trusts Law

5754-1994. This Prospectus may not be reproduced or

used for any other purpose, nor be furnished to any person

other than those to whom copies have been sent. Nothing

in this Prospectus should be considered as counselling or

investment marketing advice, as defined in The Regulation

of Investment Counselling, Investment Marketing and

Portfolio Management Law, 5755-1995. Any offeree who

purchases a Bond is purchasing such a Bond for its own

benefit and account and not with the aim or intention

of distributing or offering such a Bond to other parties.

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36 Man AHL Diversified Futures Ltd

Investors are encouraged to seek competent investment

counselling from a locally licensed investment counsellor

prior to making the investment.

ItalyNo offering of Shares or distribution of any offering

materials relating to Shares will be made in the Republic

of Italy unless the requirements of Italian law concerning

the offering of collective investment schemes have been

complied with, including (i) the requirements of Article 42

and Article 98-ter4 and seq. of Legislative Decree No. 58

of 24 February 1998 and CONSOB Regulation No. 11971

of 14 May 1999; and (ii) all other Italian securities tax and

exchange controls and any other applicable laws and

regulations, all as amended from time to time.

JapanThe Shares have not been and will not be registered for a

public offering in Japan under the Financial Instruments and

Exchange Law of Japan. The Company does not intend to

offer the Shares directly or indirectly to a resident of Japan.

As used in this paragraph 'resident of Japan' means any

person resident in Japan, including any corporation or other

entity organised under the laws of Japan.

JerseyNo steps have been taken to obtain a consent under the

Control of Borrowing (Jersey) Order 1958, as amended

and the Shares may not be offered or sold in Jersey in

circumstances which would constitute an offer to the public

for the purposes of Article 8 of such law.

LuxembourgThe Shares are not for public offering in or from the Grand

Duchy of Luxembourg. The recipients of this Prospectus

and any other marketing material in respect of the Shares in

Luxembourg are less than 100 and have been individually

selected and identified prior to the offer being made and

are targeted exclusively on the basis of a private placement.

Accordingly, the Shares may not be and are not being

offered or advertised publicly or offered similarly in or from

the Grand Duchy of Luxembourg. The Shares may not be

offered to any persons other than the recipients to whom

this Prospectus is directed, and may not be reproduced or

used for any other purpose nor provided to any persons

other than the recipient. As a result, the Luxembourg

regulatory authorities have neither reviewed nor approved

this Prospectus and any other marketing material.

MacaoThe Company has been registered by the Monetary

Authority of Macao ('AMCM') in Macao Special

Administrative Region ('Macao SAR') and authorised for

advertising and marketing as a 'Foreign Investment Fund'

in Macao SAR in accordance with Article No. 62 of Decree

Law no.83/99/M of 22 November 1999.

MalaysiaThis Prospectus will not be distributed or passed on in

Malaysia or to Malaysian citizens, nationals, corporations

or residents and the Company will not be offered or sold in

Malaysia or to Malaysian citizens, nationals, corporations

or residents, in each case, in a manner which constitutes

a public offering of the Company under the laws and

regulations of Malaysia.

Mexico Shares have not been and will not be registered with the

National Register of Securities maintained by the Mexican

National Banking and Securities Commission and may

not be offered or sold publicly in Mexico. The Shares may,

however, be privately offered under any of the private

placement exceptions permitted under the Securities

Market Law.

New ZealandThe Shares may not be offered or sold directly or indirectly,

and no offering material or advertisement relating to the

Shares (including this Prospectus) may be distributed

directly or indirectly, in either case, in New Zealand or to, or

for the benefit of, any person resident in New Zealand.

NorwayThe Shares are not offered or available to persons in

Norway. Nothing in this Prospectus and offering materials is

directed to or intended for persons in Norway.

The NetherlandsThe Shares in the Company will not be offered or sold,

directly or indirectly, in the Netherlands, other than:

(a) with a minimum denomination of € 50,000 or the

equivalent in another currency per class of Shares per

investor;

(b) for a minimum consideration of € 50,000 or the

equivalent in another currency per class of Shares per

investor;

(c) to fewer than 100 individuals or legal entities other than

qualified investors; or

(d) solely to qualified investors,

all within the meaning of article 1:12 of the Netherlands

Financial Supervision Act (Wet op het financieel toezicht)

and article 4 of the Netherlands Financial Supervision Act

Exemption Regulation (Vrijstellingsregeling Wft).

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Man AHL Diversified Futures Ltd 37

If the Shares will be offered or sold in reliance on the

exemption referred to in (i) or (ii) above, the following

additional requirements apply:

(1) the first drawdown amount per investor must be at

least € 50,000 or the equivalent in another currency

(exclusive of any costs), payable as a lump sum;

(2) any subsequent drawdown may be in an amount

less than € 50,000 or the equivalent in another

currency;

(3) the amount invested by each investor may never

be less than € 50,000 or the equivalent in another

currency (exclusive of a decrease of the value of the

amount invested),

all in accordance with the interpretation of the Netherlands

Authority for the Financial Markets (Stichting Autoriteit

Financiële Markten) dated 11 June 2008 on the

denomination and package exceptions/exemptions

(Coupure en pakket uitzonderingen/vrijstellingen aanbieden

effecten aan het publiek en aanbieden deelnemingsrechten

in beleggingsinstellingen).

In respect of the offer of Shares under this Prospectus, the

Company is not required to obtain a license as a collective

investment scheme pursuant to the Netherlands Financial

Supervision Act (Wet op het financieel toezicht) and is not

subject to market conduct supervision of the Netherlands

Authority for the Financial Markets and prudential

supervision of the Dutch Central Bank (De Nederlandsche

Bank N.V.).

The PhilippinesTHE SHARES BEING OFFERED OR SOLD HEREIN

HAVE NOT BEEN REGISTERED WITH THE PHILIPPINE

SECURITIES AND EXCHANGE COMMISSION UNDER THE

SECURITIES REGULATION CODE. ANY FUTURE OFFER

OR SALE THEREOF IS SUBJECT TO REGISTRATION

REQUIREMENTS UNDER THE CODE UNLESS

SUCH OFFER OR SALE QUALIFIES AS AN EXEMPT

TRANSACTION.

No action has been or will be taken to permit an offering

of the Shares or the distribution of this Prospectus in the

Philippines, except under circumstances that will result in

compliance with the provisions on exempt transactions

under the Securities Regulation Code and applicable rules

(including but not limited to the requirement on the delivery

to the offeree of a written disclosure stating the provision

of section 10.1 of the Code under which exemption from

registration is claimed and stating whether a confirmation of

exemption has been obtained from the Philippine Securities

and Exchange Commission). Accordingly, this Prospectus

may not be used for the purpose of sale or solicitation in

the Philippines, except under those circumstances.

Republic of KoreaThis Prospectus will not be distributed or passed on in the

Republic of Korea ('ROK') or to ROK citizens, nationals,

corporations or residents and the Company will not be

offered or sold in ROK or to ROK citizens, nationals,

corporations or residents, in each case, in a manner which

constitutes a public offering of the Company under the laws

and regulations of ROK.

Saudi ArabiaThis Prospectus is provided for informational and illustration

purposes only. It does not constitute a solicitation,

recommendation or offer to buy or sell any securities.

Prospective investors in the Shares must obtain and

carefully read the Prospectus prior to making an investment

in the Shares.

The information contained herein, including any expression

of opinion, has been obtained from or is based upon

sources believed to be reliable, and is believed to be fair

and not misleading. However, the Man Group does not

guarantee its accuracy or completeness.

Moreover, the Capital Market Authority does not make any

representation as to the accuracy or completeness of this

Prospectus, and expressly disclaims any liability whatsoever

for any loss arising from, or incurred in reliance upon, any

part of this Prospectus. Prospective purchasers of the

Shares should conduct their own due diligence on the

accuracy of the information relating to the Shares. If you do

not understand the contents of this Prospectus you should

consult an authorized financial adviser.

This Prospectus may not be distributed in the Kingdom

of Saudi Arabia except to such persons as are permitted

under the Offers of Securities Regulations and/or the

Investment Fund Regulations issued by the Capital Market

Authority (the 'Regulations'). Investors are informed that the

Regulations place restrictions on secondary market activity

with respect to the Shares.

SingaporeThe offer or invitation of the shares (the 'Shares') of Man

AHL Diversified Futures Ltd (the 'Company), which is the

subject of this Prospectus, does not relate to a collective

investment scheme which is authorised under section

286 of the Securities and Futures Act, Chapter 289 of

Singapore (the 'SFA') or recognised under section 287 of

the SFA. The Company is not authorised or recognised by

the Monetary Authority of Singapore (the 'MAS') and Shares

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38 Man AHL Diversified Futures Ltd

are not allowed to be offered to the retail public. Each of

this Prospectus and any other document or material issued

in connection with the offer or sale is not a prospectus as

defined in the SFA. Accordingly, statutory liability under the

SFA in relation to the content of prospectuses would not

apply. You should consider carefully whether the investment

is suitable for you.

This Prospectus has not been registered as a prospectus

with the MAS. Accordingly, this Prospectus and any other

document or material in connection with the offer or sale, or

invitation for subscription or purchase, of Shares may not

be circulated or distributed, nor may Shares be offered or

sold, or be made the subject of an invitation for subscription

or purchase, whether directly or indirectly, to persons in

Singapore other than (i) to an institutional investor under

Section 304 of the SFA, (ii) to a relevant person pursuant

to Section 305(1), or any person pursuant to Section

305(2), and in accordance with the conditions specified in

Section 305 of the SFA, or (iii) otherwise pursuant to, and

in accordance with the conditions of, any other applicable

provision of the SFA.

Where Shares are subscribed or purchased under Section

305 by a relevant person which is:

(a) a corporation (which is not an accredited investor (as

defined in Section 4A of the SFA)) the sole business of

which is to hold investments and the entire share capital

of which is owned by one or more individuals, each of

whom is an accredited investor; or

(b) a trust (where the trustee is not an accredited investor)

whose sole purpose is to hold investments and each

beneficiary of the trust is an individual who is an

accredited investor,

securities (as defined in Section 239(1) of the SFA) of

that corporation or the beneficiaries' rights and interest

(howsoever described) in that trust shall not be transferred

within six months after that corporation or that trust has

acquired the Shares pursuant to an offer made under

Section 305 except:

(1) to an institutional investor or to a relevant person

defined in Section 305(5) of the SFA, or to any

person pursuant to an offer referred to in Section

275(1A) or Section 305A(3)(i)(B) of the SFA;

(2) where no consideration is or will be given for the

transfer; or

(3) where the transfer is by operation of law; or

(4) as specified in Section 305A(5) of the SFA

Notwithstanding the above, upon the Company being

removed from the MAS’ List of Restricted Schemes,

this Prospectus and any other document or material

in connection with the offer or sale, or invitation for

subscription or purchase, of Shares may not be circulated

or distributed, nor may Shares be offered or sold, or

be made the subject of an invitation for subscription or

purchase, whether directly or indirectly, to persons in

Singapore other than (i) to an institutional investor under

Section 304 of the SFA, or (ii) otherwise pursuant to, and

in accordance with the conditions of, any other applicable

provision of the SFA. MAS’ List of Restricted Schemes may

be accessed at https://masnetsvc2.mas.gov.sg/cisnet/

home/CISNetHome.action .

South Africa The Company is not regulated under the Collective

Investment Schemes Control Act 45 of 2002 (as amended)

and this Prospectus and any supplement(s) are not

intended to be and do not constitute a solicitation for

investments from members of the public. A potential

investor will be able to invest in the Company only upon

conclusion of the relevant investment agreement and will

be required to warrant it has the requisite exchange control

approvals in place for such investment.

This document does not constitute an offer for the sale of

or subscription for, or the solicitation of an offer to buy and

subscribe for, shares to the public as defined in the South

African Companies Act, No. 61 of 1973 (as amended).

This document does not, nor is it intended to, constitute a

prospectus prepared and registered under such Companies

Act. It is only distributed in South Africa to banks, mutual

banks or insurers, registered as such under the applicable

South African legislation or to a wholly owned subsidiary

of such bank, mutual bank or insurer acting as either an

agent for an authorised portfolio manager for a pension fund

registered in terms of the Pension Funds Act, 1956 or as a

manager for a collective investment scheme registered in

terms of the Collective Investment Schemes Control Act,

2002, and to addressees acting as principals who are willing

to subscribe for shares to a value of at least R100 000.

This Prospectus and any supplement(s) do not constitute

an express or implied recommendation, guidance or

proposal that an investment in the Company is appropriate

to the particular investment objectives, financial situation or

particular needs of the addressee.

Neither the Company nor the Investment Manager is a

registered financial services provider in South Africa.

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Man AHL Diversified Futures Ltd 39

South African investors will need to procure their own

exchange control approvals for such investment.

Sweden The Company is not authorised under the Swedish

Investment Funds Act. The Shares in the Company

are being offered to a limited number of investors and

therefore this Prospectus and any supplement(s) have

not been, and will not be, registered with the Swedish

Financial Supervisory Authority under the Swedish Financial

Instruments Trading Act (1991:980). Further, no single

investor may invest an amount less than EUR 50,000.

Accordingly, this Prospectus and any supplement(s) may

not be made available, nor may the Shares in the Company

otherwise be marketed and offered for sale in Sweden,

other than in circumstances which are deemed not to

be an offer to the public in Sweden under the Financial

Instruments Trading Act.

SwitzerlandThe Company has not been approved by the Swiss

Federal Banking Commission Financial Market Supervisory

Authority FINMA as a foreign collective investment scheme

pursuant to Article 120 of the Swiss Collective Investment

Scheme Act of June 23, 2006 (the 'CISA'). Accordingly,

Shares may not be publicly offered in or from Switzerland

and neither this Prospectus nor any other offering materials

relating to the Shares may be made available through a

public offering in or from Switzerland. Shares may only be

offered and this Prospectus may only be distributed in or

from Switzerland to 'Qualified Investors' (as defined in the

CISA and its implementing ordinance).

Taiwan The Shares have not been and will not be registered with

the Financial Supervisory Commission of Taiwan (R.O.C.)

pursuant to applicable securities laws and regulations

and the Shares may not be offered or sold within Taiwan

(R.O.C.) through a public offering or in circumstances

which constitute an offer within the meaning of the

Securities and Exchange Law or Securities Investment

Trust and Consulting Law of Taiwan (R.O.C.) that requires

a registration or the approval of the Financial Supervisory

Commission of Taiwan (R.O.C.).

United KingdomThis Prospectus and any supplement(s) are not available

for general distribution in, from or into the United Kingdom

because the Company is an unregulated collective

investment scheme whose promotion is restricted by

Sections 238 and 240 of the Financial Services and

Markets Act 2000. When distributed in, from or into the

United Kingdom this Prospectus and any supplement(s)

are only intended for investment professionals having

professional experience of investing in unregulated

schemes, high net worth companies, partnerships,

associations or trusts and investment personnel of any of

the foregoing persons having professional experience of

investing in unregulated schemes (each within the Financial

Services and Markets Act 2000 (Financial Promotion)

Order 2005) and the Financial Services and Markets

Act 2000 (Promotion of Collective Investment Schemes)

(Exemptions) Order 2001), persons outside the European

Economic Area receiving it electronically, persons outside

the United Kingdom receiving it non-electronically and any

other persons to whom it may be communicated lawfully.

No other person should act or rely on it. Other persons

distributing this Prospectus and any supplement(s) in, from

or into the United Kingdom must satisfy themselves that it

is lawful to do so.

ThailandThis document will not be distributed or passed on in the

Thailand or to Thailand citizens, nationals, corporations or

residents and the Company will not be offered or sold in

the Thailand or to Thailand citizens, nationals, corporations

or residents, in each case, in a manner which constitutes

a public offering of the Company under the laws and

regulations of Thailand.

United StatesThe Shares have not been and will not be registered under

the US Securities Act of 1933, as amended (the 'Securities

Act') and may not at any time be directly or indirectly

offered or sold in the United States or to or for the benefit

of any US person (as defined herein) unless the Shares are

registered under the Securities Act, or an exemption from

the registration requirement of the Securities Act is available.

UruguayThis offering of Shares constitutes a private placement. The

Shares will not be offered or sold to the public in Uruguay,

except in circumstances which do not constitute a public

offering under Uruguayan laws and regulations. The Shares

have not been and will not be listed on any Uruguayan

Stock Exchange. There is no requirement for the Company

or the Shares to be registered with the Central Bank of

Uruguay and so no such registration has been or will be

effected. The Company does not qualify as an investment

fund created under Uruguayan law 16,774 of 27 September

1996, as amended.

The attention of potential investors is drawn to the

section entitled 'Risk factors' and also to the 'Anti-

money laundering documentation requirements' in

Appendix 4 to this Prospectus.

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40 Man AHL Diversified Futures Ltd

Appendix 4

Anti-money laundering documentation requirements

(a) If the Applicant is a sole proprietor or an individual

please provide a certified copy (within 6 months) of

current valid passport or current valid identity card

or current valid driver’s license. The document must

contain a photograph, date of birth and signature.

Please also provide two original or two certified copies

(within 3 months) of differing current utility bills, or an

original or certified copy of one utility bill and an original

or certified copy of a recent bank statement from a

reputable Financial Institution.

(b) If the Applicant is a corporation or a limited liability

company, Please supply:

(i) an original or certified copy of the certificate of

incorporation or its equivalent in the jurisdiction of

domicile;

(ii) an original or certified copy of the memorandum

and articles of association or its equivalent in the

jurisdiction of domicile;

(iii) a list of all directors’ names, occupations,

residential addresses, business addresses and

dates of birth;

(iv) a properly authorized mandate of the directors to

make the investment (i.e. a certified copy of board

minutes);

(v) documentation (as outlined in section (a) above)

confirming the identity of at least two directors and

all persons authorized to operate the account from

time to time; and

(vi) a list of names and addresses of any shareholders

holding 10% or more of the company’s issued

share capital. If the shareholder is individual,

please supply documentation (as outlined in

section (a) above) confirming the identity of such

shareholder; if the shareholder is a company, the

following is required: original or certified copy of

the certificate of incorporation or its equivalent

in the jurisdiction of domicile; original or certified

copy of the Memorandum and Articles of

Association or its equivalent in the jurisdiction of

residence; list of all directors’ names, occupations,

residential and business addresses, and dates of

birth.

Additional information and/or documentation may be

required at the Shareholder Services Provider's discretion

to verify the source of the subscription monies and/or the

beneficial owner(s) of the investment.

The Shareholder Services Provider reserves the right to

request such information and/or documentation as is

necessary to verify the identity of an Applicant,any benefical

owner(s) of the investment or the source of the subscription

monies. In the event of delay or failure by the Applicant to

produce any information required for verification purposes,

the Shareholder Services Provider may refuse to accept the

application and subscription monies.

It is further acknowledged that the Shareholder Services

Provider, in the performance of its delegated duties, shall

be held harmless by the Applicant against any loss arising

as a result of a failure to process the subscription if such

information as has been requested by the Shareholder

Services Provider has not been provided by the Applicant.

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Man AHL Diversified Futures Ltd

Report and Financial Statements For the year ended 30 September 2013

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Man AHL Diversified Futures Ltd

Table of Contents

2

Page

Corporate information 3

Report of the custodian 5

Statement of financial position 6

Statement of changes in equity 7

Statement of comprehensive income 8

Statement of cash flows 9

Notes to the financial statements 10

Independent auditors’ report 29

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Man AHL Diversified Futures Ltd

Corporate information

3

Directors Investment Manager Michael B Collins Man Investments Limited Argonaut Limited Riverbank House Argonaut House 2 Swan Lane 5 Park Road London EC4R 3AD Hamilton HM 09 United Kingdom Bermuda

Introducing Broker and Marketing Adviser Shirelle Jones is an alternate director to Man Investments AG Mr Collins Huobstrasse 3

8808 Pfäffikon SZ Dawn C Griffiths Switzerland Conyers Dill & Pearman Limited Clarendon House Services Manager 2 Church Street Man Investments AG Hamilton HM 11 Huobstrasse 3 Bermuda 8808 Pfäffikon SZ

Switzerland John Collis (resigned 31 March 2013) was an alternate director to Ms Griffiths Valuation Service Provider

Citibank Europe plc David Smith 1 North Wall Quay Equus Asset Management Partners Dublin 27 Queen Street Ireland Hamilton HM11 Bermuda Legal advisor as to matters of Bermudian law

Conyers Dill & Pearman Limited Company Secretary and Registered Office Clarendon House of the Company 2 Church Street Christine Perinchief Hamilton HM 11 To 31 December 2012 Bermuda Citi Hedge Fund Services, Ltd. Hemisphere House Custodian 9 Church Street HSBC Institutional Trust Services (Asia) Limited Hamilton HM 11 HSBC Main Building Bermuda 1 Queen’s Road Central

Hong Kong From 1 January 2013 Citi Fund Services (Bermuda), Ltd. Principal Paying Agent 5 Reid Street To 31 December 2012 Hamilton HM 11 Citi Hedge Fund Services, Ltd. Bermuda Hemisphere House 9 Church Street Hong Kong Representative Hamilton HM 11 Man Investments (Hong Kong) Limited Suite 1301 Chater House From 1 January 2013 8 Connaught Road Central Citi Fund Services (Bermuda), Ltd. Hong Kong 5 Reid Street Hamilton HM 11 Bermuda Effective as of 1 January 2013 the Company’s registered office provider, Registrar and Principal Paying Agent formally changed its name from ‘Citi Hedge Fund Services, Ltd.’ to ‘Citi Fund Services (Bermuda), Ltd’ (“Citi Bermuda”). As of the same date Citi Fund Services (Bermuda), Ltd changed its registered office address, and thus the registered office address for all companies for which it provides registered office, to 5 Reid Street, Hamilton HM 11, Bermuda.

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Corporate information (continued)

4

Auditors Registrar Ernst & Young Ltd. To 31 December 2012 3 Bermudiana Road Citi Hedge Fund Services, Ltd. Hamilton HM 11 Hemisphere House Bermuda 9 Church Street

Hamilton HM 11 Shareholder Services Provider Bermuda Citibank Europe plc 1 North Wall Quay From 1 January 2013 Dublin 1 Citi Fund Services (Bermuda), Ltd. Ireland 5 Reid Street

Hamilton HM 11 Bermuda

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Man AHL Diversified Futures Ltd

Statement of financial position

As at 30 September 2013

The accompanying notes form an integral part of the financial statements.

6

Notes 2013 USD

2012USD

Current assets Cash at bank 3 366,128,245 632,000,077Cash with brokers 3 105,780,701 97,458,097Due from brokers 4,282,697 -Financial assets at fair value through profit or loss (Cost: $19,108,697; 2012: Nil) 4 90,941,617 33,630,387Subscription receivable 197,882 201,683 Prepayments and other assets 47,969 697,054 Total current assets 567,379,111 763,987,298

Current liabilities Financial liabilities at fair value through profit or loss (Cost: $(11,017,025); 2012: Nil) 4 (101,036,213) (27,560,439)Redemption payable (3,021,396) (2,833,408)Due to brokers (2,206,559) (5,625,656)Accounts payable and accrued expenses 7,8 (2,111,972) (3,546,500)Total current liabilities (108,376,140) (39,566,003)

Net Assets Attributable to Holders of Redeemable Participating Shares 459,002,971 724,421,295

Which are represented by:

Equity 15,260,148 (2012: 20,994,600) Redeemable Participating Shares with a Net Asset Value per Redeemable Participating Share of USD 30.07 (2012: USD 34.50) 9 459,002,971 724,421,295 Management Shares Issued, uncalled ordinary Management Share capital (12,000 Management Shares of USD 1.00 each) 9 - -

Approved and authorised for issue on behalf of the Board on 23 January 2014.

Dawn Griffiths Michael Collins Director Director

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Man AHL Diversified Futures Ltd

Statement of changes in equity

For the year ended 30 September 2013

The accompanying notes form an integral part of the financial statements.

7

2013 USD

2012USD

Net Assets Attributable to Holders of Redeemable Participating Shares at beginning of year

724,421,295 1,060,996,444

Net loss for the year attributable to Redeemable Participating Shareholders (72,226,756) (107,261,676) Issue of 1,268,529 (2012: 12,028,466 ) Redeemable Participating Shares 42,500,002 420,771,911Redemption of 7,002,981 (2012: 18,437,341) Redeemable Participating Shares (235,691,570) (650,085,384) Net Assets Attributable to Holders of Redeemable Participating Shares at end of year

459,002,971 724,421,295

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Man AHL Diversified Futures Ltd

Statement of comprehensive income

For the year ended 30 September 2013

The accompanying notes form an integral part of the financial statements.

8

Notes 2013 USD

2012USD

Income Interest income 2 1,856,398 4,826,316Net loss on financial assets and liabilities at fair value through profit or loss 6 (47,894,195) (75,371,504)Net gain on foreign exchange 6 442,816 943,497

(45,594,981) (69,601,692)

Expenses Management and incentive fees 7,8 (17,923,348) (25,967,028)Introducing broker fees 7,8 (5,974,449) (8,652,448)Director fees 7,8 (14,157) (10,139)Custody fees 7 (117,380) (40,569)Auditor fees (27,000) (13,636)Legal and Other Professional fees 8 (149,747) (140,396)Bank charges (129,953) (129,811)Other connected person expenses 7,8 (1,734,435) (2,040,711)Other expenses 7 (504,777) (478,135)Interest expense 2 (56,529) (187,111)

(26,631,775) (37,659,984)

Net loss for the year attributable to Redeemable Participating Shareholders (72,226,756) (107,261,676)

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Man AHL Diversified Futures Ltd

Statement of cash flows

For the year ended 30 September 2013

The accompanying notes form an integral part of the financial statements.

9

2013 USD

2012USD

Cash flows from operating activities Net loss for the year attributable to Redeemable Participating Shareholders (72,226,756) (107,261,676) Adjustments to reconcile net loss for the year to net cash used in operating activities: Financial assets and liabilities at fair value through profit or loss 16,164,544 15,405,984Due from brokers (4,282,697) -Due to brokers (3,419,097) (14,488,435)Prepayment and other assets 649,085 (697,054)Accounts payable and accrued expenses (1,434,528) (14,049,848)Net cash used in operating activities (64,549,449) (121,091,029) Cash flows from financing activities Proceeds on issue of Redeemable Participating Shares 42,503,803 420,570,228Payments on redemption of Redeemable Participating Shares (235,503,582) (647,251,976)Net cash used in financing activities (192,999,779) (226,681,748) Net change in cash and cash equivalents (257,549,228) (347,772,777)Cash and cash equivalents at beginning of year 729,458,174 1,077,230,951Cash and cash equivalents at end of year 471,908,946 729,458,174 Cash and cash equivalents consist of: Cash at bank 366,128,245 632,000,077Cash with brokers 105,780,701 97,458,097 471,908,946 729,458,174 Supplemental disclosure of cash flow information: Interest paid (80,624) (187,111)Interest received 12,451,699 4,129,262

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Man AHL Diversified Futures Ltd

Notes to the financial statements

For the year ended 30 September 2013

10

1. General Man AHL Diversified Futures Ltd (the “Company”) was incorporated under the laws of Bermuda on 11 September 1997 and carries on business as an open-ended investment company, trading a diversified portfolio of international interbank currency and financial futures. The Company commenced trading on 12 May 1998.

2. Summary of Significant Accounting Policies a) Accounting convention The financial statements are prepared in accordance with International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and where relevant, in accordance with the provisions of the Hong Kong Securities & Futures Commission Code on Unit Trusts and Mutual Funds pursuant to the Securities and Futures Ordinance (Cap 571) April 2003 (as amended effective 25 June 2010). The financial statements have been prepared on historical cost basis except for financial assets and liabilities held at fair value through profit or loss that have been accounted for based on fair value.

b) Changes in Accounting Policy and Disclosure The following new standards and amendments to standards are relevant but not yet effective for the Company’s operations:

IAS 27 – Separate Financial Statements (as revised in 2011)

As a consequence of the new IFRS 10 and IFRS 12, what remains in IAS 27 is limited to accounting for subsidiaries, jointly controlled entities, and associates in separate financial statements. As the Company has no subsidiaries, this amendment has no impact on the Company‘s financial position or performance and becomes effective for annual periods beginning on or after 1 January 2013.

IFRS 9 – Financial Instruments: Classification and Measurement

IFRS 9 as issued reflects the first phase of the IASB’s work on the replacement of IAS 39 and applies to classification and measurement of financial assets and financial liabilities as defined in IAS 39. The standard is effective for annual periods beginning on or after 1 January 2015. In subsequent phases, the IASB will address hedge accounting and impairment of financial assets. The adoption of the first phase of IFRS 9 is not expected to have an effect on the classification and measurement of the Company‘s financial assets and liabilities. The Company will quantify the effect in conjunction with the other phases, when issued, to present a comprehensive picture.

IFRS 10 – Consolidated Financial Statements

IFRS 10 replaces the portion of IAS 27 Consolidated and Separate Financial Statements that addresses the accounting for consolidated financial statements. It also replaces SIC-12 Consolidation - Special Purpose Entities. IFRS 10 establishes a single control model that applies to all entities including ‘special purpose entities’. The changes introduced by IFRS 10 will require management to exercise significant judgement to determine which entities are controlled, and therefore required to be consolidated by a parent, compared with the requirements that were in IAS 27. This standard becomes effective for annual periods beginning on or after 1 January 2013. This amendment is not expected to have an impact on the Company’s financial position or performance.

IFRS 13 – Fair Value measurement

IFRS 13 establishes a single source of guidance under IFRS for all fair value measurements. IFRS 13 does not change when an entity is required to use fair value, but rather provides guidance on how to measure fair value under IFRS when fair value is required or permitted. This standard becomes effective for annual periods beginning on or after 1 January 2013. At the date of authorisation of the financial statements there were a number of Standards and Interpretations which were in issue but not yet

effective. The Directors anticipate that the adoption of these Standards and Interpretations in future periods will have no material impact on the

financial statements of the Company.

The accounting policies have been consistently applied by the Company in the current and prior year.

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Man AHL Diversified Futures Ltd

Notes to the financial statements (continued)

For the year ended 30 September 2013

11

2. Summary of Significant Accounting Policies (continued)

c) Use of Accounting Judgements and Estimates The preparation of financial statements in accordance with IFRS requires management to make judgements, estimates and assumptions that affect the amounts reported and disclosures made in these financial statements and accompanying notes, including certain valuation assumptions. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities in the future.

d) Going Concern The Company’s management has made an assessment of the Company’s ability to continue as a going concern and is satisfied that the Company has resources to continue in business for the foreseeable future. Furthermore, the management is not aware of any material uncertainties that may cast significant doubt upon the Company’s ability to continue as a going concern, therefore, the financial statements continue to be prepared on a going concern basis.

e) Revenue Recognition Interest on financial assets held at fair value through profit or loss for the year are credited to net gain loss on financial assets and liabilities at fair value through profit or loss in the statement of comprehensive income on an accrual basis.

f) Financial Assets and Liabilities at Fair Value through Profit or Loss Valuation of investments This category has two sub-categories: (i) financial assets and liabilities held for trading; and (ii) those designated by management at fair value through profit or loss at initial recognition. Financial assets or liabilities held for trading are acquired or incurred principally for the purpose of selling or repurchasing in the short term. Derivatives are also categorised as held for trading by definition. After initial measurement, the Company measures financial instruments, which are classified as at fair value through profit or loss, at their fair values. IAS 39 indicates that for listed assets and liabilities the best evidence of fair value is usually the last bid price for securities held and offer price for securities sold short. Financial instruments are designated at fair value through profit and loss because they are managed on a fair value basis. Regular-way purchases and sales of investments are recognised on the trade date, which is the date on which the Company commits to purchase or sell the asset. Investments are initially recognised at fair value. Investments are derecognised when the rights to receive cash flows from the investments have expired or the Company has transferred substantially all risks and rewards of ownership. The fair value of financial instruments traded in active markets (such as publicly traded derivatives and trading securities) is based on quoted market prices at the statement of financial position date. The quoted market price used for financial assets held by the Company is the current ‘bid’ price, whilst the ‘ask’ price is used for financial liabilities. When the Company holds derivatives with offsetting market risks, it uses midmarket prices as a basis for establishing fair values for the offsetting risk positions and applies the bid or asking price to the net open position, as appropriate. The Company may from time to time invest in financial instruments that are not traded in an active market (for example over-the-counter derivatives and private placements of both equities and fixed income securities). The fair value of these financial instruments is determined based on observable inputs such as current interest and currency rates.

g) Securities Sold Short The Company may engage in securities sold short. A short sale is a transaction in which the Company sells a security it does not own. The proceeds received for short sales are recorded as liabilities and the Company records an unrealised gain or loss to the extent of the difference between the proceeds received and the value of the open short position. The Company records a realised gain or loss when the short position is closed. By entering into short sales, the Company bears the market risk of an unfavourable change in the price of the security sold short in excess of the proceeds received. Short sales expose the Company to potentially unlimited liability.

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Man AHL Diversified Futures Ltd

Notes to the financial statements (continued)

For the year ended 30 September 2013

12

2. Summary of significant accounting policies (continued)

h) Derivatives The Company may trade derivative financial instruments, including futures and forwards whose values are based upon an underlying asset, index, currency or interest rate. The unrealised gains or losses, rather than contract or notional amounts, represent the approximate future cash flows from trading. Derivative financial instruments are recognised at fair value on the date on which a derivative contract is entered into and are subsequently re-measured at their fair value. Fair values are obtained from quoted market prices in active markets, including recent market transactions, and valuation techniques, including discounted cash flow models and options pricing models, as appropriate. Models are calibrated by back testing to actual transactions to ensure outputs are reliable. Models use observable data to the extent practicable. However, areas such as credit risk (both own and counterparty); volatilities and correlations require the Board of Directors to make estimates. Changes in assumptions about these factors could affect the reported fair value of derivative financial instruments at the valuation date. All derivative financial instruments are carried in assets when amounts are receivable by the Company and in liabilities when amounts are payable by the Company. Changes in the fair values of derivatives are included in the statement of comprehensive income. During the year, when the contract is open, changes in the value of the contracts are recognised as unrealised appreciation or depreciation to reflect the fair value of the contract at the last day of the valuation period. When the contract is closed, the Company records a realised gain or loss equal to the difference between the proceeds from (or cost of) the closing transaction and the Company’s basis in the contract. The Company may engage in futures contracts, forward contracts and swap contracts. – Futures contracts Futures contracts are recorded on the trade date and are valued at the applicable closing bid or offer prices on the last business day of the period. The difference between the original contract amount and the fair value of the open futures position is reflected as unrealised appreciation or depreciation in the statement of financial position and as a net change in unrealised appreciation or depreciation in the statement of comprehensive income. Realised gains or losses are recognised on the closing or trade date of the contract and are included in revenue under net realised gain/(loss) on futures contracts in the statement of comprehensive income. – Forward contracts Forward contracts are recorded on the trade date and are valued at the applicable foreign exchange rates on the last business day of the period. The difference between the fair value of the original contract amount and the fair value of the open forward contract position is reflected as unrealised appreciation or depreciation on open forward contracts in the statement of financial position and as a net change in unrealised appreciation or depreciation on open forward contracts in the statement of comprehensive income. Realised gains or losses are recognised on the maturity or trade date of the contract and are included in net realised gain/(loss) on forward contracts in the statement of comprehensive income. – Swap contracts Swaps are contractual agreements between two parties to exchange streams of payments over time based on specified notional amounts. The Company’s main swap contracts consist of interest rate swaps and credit default swaps as detailed below. – Interest Rate Swaps Interest rate swaps relate to contracts taken out by the Company with major brokers in which the Company either receives or pays a floating rate of interest in return for paying or receiving, respectively, a fixed rate of interest. 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 these contracts, are recognised as net gains/(losses) on investments at fair value through profit or loss in the statement of comprehensive income. – Credit Default Swaps The Company may enter into credit default swaps for speculative purposes or to manage its exposure to certain sectors of the market or to reduce credit risk. The Company may enter into credit default swap agreements to provide a measure of protection against the default of an issuer (as buyer of protection) and/or gain credit exposure to an issuer to which it is not otherwise exposed (as seller of protection). Credit default swaps are agreements in which one party pays fixed periodic payments to a counterparty in consideration for a guarantee from the counterparty to make a specific payment should a negative credit event take place (e.g. default, bankruptcy or debt restructuring). The Company may either buy or sell (write) credit default swaps. If a credit event occurs, as a buyer, the 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 of an index or receive a net settlement of cash equal to the notional amount of the swap less the recovery value of the security or underlying securities comprising of an index. As a seller (writer), the 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 of an index or pay a net settlement of cash equal to the notional amount of the swap less the recovery value of the security or underlying securities comprising of an index.

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Man AHL Diversified Futures Ltd

Notes to the financial statements (continued)

For the year ended 30 September 2013

13

2. Summary of significant accounting policies (continued)

h) Derivatives (continued) The periodic payments received or made by the Company are included in net realised gain/(loss) on investments at fair value through profit or loss in the statement of comprehensive income. Swaps are marked-to-market daily and changes in value are recorded as unrealised appreciation/(depreciation). When the swap is terminated, the Company will record a realised gain/(loss) equal to the difference between the proceeds from (or cost of) the closing transaction and the 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 recognised in the statement of financial position. 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 unfavourable changes in interest rates and/or market values associated with these transactions. i) Realised and Unrealised Gains and Losses All realised and unrealised gains and losses on securities and derivatives are recognised as net gain/(loss) on financial assets and liabilities at fair value through profit or loss in the statement of comprehensive income. The cost of securities sold is accounted for on a First In – First Out (“FIFO”) basis. The unrealised gain or loss on open derivative contracts is calculated as the difference between the contracted rate and the rate to close out the contract. Realised gains or losses include net gains on contracts which have been settled or offset by other contracts. j) Functional and Presentational Currency The primary objective of the Company is to generate returns in United States dollars, its capital-raising currency. The liquidity of the Company is managed on a day-to-day basis in United States dollars in order to handle the issue and redemption of the Company’s Redeemable Participating Shares. The Company performance is also evaluated in United States dollars. Therefore, as United States dollars is considered as the currency that most faithfully represents the economic effects of the underlying transactions, events and conditions, the Company’s functional currency is United States dollars. The Directors have also chosen United States dollars as the presentational currency. k) Foreign Currency Transactions during the year denominated in foreign currencies have been translated at the rates of exchange ruling at the dates of transactions. For foreign currency transactions and foreign currency investments held at the year end, the resulting gains or losses are included in the net gain/(loss) on financial assets and liabilities at fair value through profit or loss in the statement of comprehensive income. Assets and liabilities denominated in foreign currencies are translated at the rates of exchange in effect at the date of the statement of financial position.

l) Interest Income and Expense Interest income and expense are recognised in the statement of comprehensive income on an accruals basis, in line with the contractual terms.

m) Other Expenses All expenses are recognised in the statement of comprehensive income on an accruals basis.

n) Reclassification of Prior Year Comparative Figures Certain prior year comparatives have been reclassified to conform to the current year’s presentation.

o) Redeemable Participating Shares Redeemable Participating Shares are redeemable at the Redeemable Participating Shareholder’s option. The Redeemable Participating Shares are carried at the redemption amount that is payable at the statement of financial position date if the Redeemable Participating Shareholders exercise their right to redeem their participating shares.

p) Distributions It is not the intention of the Directors to make any distribution of net income by way of dividends. Net income will, therefore, effectively be represented in the value of the Redeemable Participating Shares.

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Notes to the financial statements (continued)

For the year ended 30 September 2013

14

3. Cash and Cash Equivalents and Due from/(to) Brokers

At year end amounts disclosed as Cash at bank and Cash with broker were held at Citibank N.A., ABN Amro, Barclays Bank, Mizuho Bank, Royal Bank of Scotland, National Bank of Abu Dhabi, Commerzbank AG and BNP Paribas (the “Banks”), and Deutsche Bank, J.P. Morgan, Royal Bank of Scotland, Credit Suisse, and Merrill Lynch (the “Brokers”). Cash at bank in the statement of financial position comprises cash on hand, term deposits, demand deposits, short-term deposits in banks and short-term highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, with original maturities of three months or less. Cash with broker include amounts transferred as collateral against open futures and forward contracts and other derivatives. Amounts receivable from short sales and collateral may be restricted in whole or in part until the related securities are purchased. To the extent that securities are purchased on margin, the margin debt may be secured on the related securities. The maturities of the term deposits held by the Company are listed below:

Counterparty Maturity dateCommerzbank AG 01 October 2013National Bank of Abu Dhabi 01 October 2013

Barclays Bank 04 October 2013

National Bank of Abu Dhabi 23 October 2013

Mizuho Bank 23 October 2013

4. Financial Assets and Liabilities at Fair Value through Profit or Loss The following tables summarise financial assets and liabilities at fair value through profit or loss as at 30 September. The table also discloses the % of Net Assets for each derivative position and the notional amount at year end, with the exception of forward currency contracts, which are disclosed by the payable and receivable legs entered into by the Company.

Notional

2013Fair Value

USD

% of Net

Assets Notional

2012Fair Value

USD

% of Net

Assets

Financial assets at fair value through profit or loss Derivatives Commodity futures 156,837,385 6,295,922 1.37 269,132,615 5,109,560 0.71Foreign exchange futures - 205,277 0.04 28,675,630 173,014 0.02Forward currency contracts 2,760,258,974 16,713,953 3.64 1,564,041,470 8,803,325 1.22Interest rate futures 2,453,949,712 6,146,005 1.34 7,057,722,917 12,061,821 1.66Index futures 536,367,420 2,047,733 0.45 449,311,137 801,332 0.11Commodity forwards 29,531,603 406,209 0.09 153,652,626 6,681,335 0.92Credit default swap 281,127,000 19,097,884 4.16 - - -Interest rate swap 3,925,679,071 40,028,634 8.72 - - -Total derivatives 10,143,751,165 90,941,617 19.81 9,522,536,395 33,630,387 4.64

Total financial assets at fair value through profit or loss 10,143,751,165 90,941,617 19.81 9,522,536,395 33,630,387 4.64

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Man AHL Diversified Futures Ltd

Notes to the financial statements (continued)

For the year ended 30 September 2013

15

4. Financial Assets and Liabilities at Fair Value through Profit or Loss (continued)

Notional

2013Fair Value

USD

% of Net

Assets Notional

2012Fair Value

USD

% of Net

Assets

Financial liabilities at fair value through profit or loss Derivatives Commodity futures (220,680,732) (4,180,047) (0.91) (185,078,309) (7,302,453) (1.00)Foreign exchange futures (16,466,215) (7,880) - (25,569,358) (219,502) (0.03)Forward currency contracts (2,768,003,199) (24,458,178) (5.32) (1,561,254,754) (6,016,610) (0.83)Interest rate futures (550,105,165) (3,110,889) (0.68) (752,891,678) (4,616,128) (0.64)Index futures (17,199,993) (4,593,242) (1.00) (7,961,950) (5,911,118) (0.82)Commodity forwards (29,656,346) (530,952) (0.12) (150,465,918) (3,494,628) (0.48)Credit default swap (851,646,999) (11,914,479) (2.60) - - -Interest rate swap (4,013,733,028) (52,240,546) (11.38) - - -Total derivatives (8,467,491,677) (101,036,213) (22.01) (2,683,221,967) (27,560,439) (3.80)

Total financial liabilities at fair value through profit or loss (8,467,491,677) (101,036,213) (22.01) (2,683,221,967) (27,560,439) (3.80) The Company invests in a range of derivative securities, as detailed above. The derivatives are cleared through the following brokers, who are situated in the following countries,; Deutsche Bank, England, J.P. Morgan Chase Bank, Scotland, The Royal Bank of Scotland plc, Scotland, Credit Suisse, Australia and Merrill Lynch, London. The Company’s Swap notional amounts should be reviewed on a net basis. The Company’s Foreign exchange futures held at 30 September consisted only of short positions which have been split by Market Value gain or loss in the above table. The following table details the movements in notional values of the portfolio since the end of the preceding accounting period.

Opening Net Additions/Realisations Closing

Financial assets at fair value through profit or loss

Commodity futures 269,132,615 (112,295,230) 156,837,385Foreign exchange futures 28,675,630 (28,675,630) -Forward currency contracts 1,564,041,470 1,196,217,504 2,760,258,974Interest rate futures 7,057,722,917 (4,603,773,205) 2,453,949,712Index futures 449,311,137 87,056,283 536,367,420Commodity forwards 153,652,626 (124,121,023) 29,531,603Credit default swap - 281,127,000 281,127,000Interest rate swap - 3,925,679,071 3,925,679,071

Total 9,522,536,395 621,214,770 10,143,751,165

Opening Net Additions/Realisations Closing

Financial liabilities at fair value through profit or loss

Commodity futures (185,078,309) (35,602,423) (220,680,732)Foreign exchange futures (25,569,358) 9,103,143 (16,466,215)Forward currency contracts (1,561,254,754) (1,206,748,445) (2,768,003,199)Interest rate futures (752,891,678) 202,786,513 (550,105,165)Index futures (7,961,950) (9,238,043) (17,199,993)Commodity forwards (150,465,918) 120,809,572 (29,656,346)Credit default swap - (851,646,999) (851,646,999)Interest rate swap - (4,013,733,028) (4,013,733,028)

Total (2,683,221,967) (5,784,269,710) (8,467,491,677)

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Notes to the financial statements (continued)

For the year ended 30 September 2013

16

4. Financial Assets and Liabilities at Fair Value through Profit or Loss (continued)

Derivative financial instruments The Company trades derivative financial instruments, including futures, swaps and currencies whose values are based upon an underlying asset, index, currency or interest rate. The net unrealised gains or losses, rather than contract or notional amounts, represent the Company’s approximate future cash flows from trading activities.

Forward contracts As part of its portfolio management techniques, the Company may use forward contracts to economically hedge its non-functional currency liability to Redeemable Participating Shareholders (although formal hedge accounting is not used). The Company may also use forward contracts for speculative trading purposes. Forward contracts entered into by the Company represent a firm commitment to buy or sell an underlying asset, or currency at a specified value and point in time based upon an agreed or contracted quantity. The realised/unrealised gain or loss is equal to the difference between the value of the contract at the commencement and the value of the contract at settlement date/year end date and are included in the statement of comprehensive income.

Futures contracts The Company may use exchange-traded futures for speculative trading purposes or to maintain the appropriate exposure to stock markets in accordance with the Investment Manager’s recommended overall asset allocation. Futures are contracts for delayed delivery of commodities, securities or money market instruments in which the seller agrees to make delivery at a specified future date of a specified commodity or instrument, at a specified price or yield. Gains and losses on futures are recorded by the Company based upon market fluctuations and are recorded as net gain/(loss) on financial assets and liabilities at fair value through profit or loss in the statement of comprehensive income.

Swap contracts At 30 September 2013, the Company was exposed, via its investments in swap contracts, to the underlying positions representing financial instruments for which notional amounts are summarised on pages 14 and 15.

Fair value of financial instruments The Company classifies fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in determining the measurements in line with IFRS 7. The fair value hierarchy has the following levels:

Level 1 - Quoted market price in an active market for an identical instrument. Level 2 - Valuation techniques based on observable inputs. This category includes instruments valued using: quoted market prices in

active markets for similar instruments; quoted prices for similar instruments in markets that are considered less than active; or other valuation techniques where all significant inputs are directly or indirectly observable from market data.

Level 3 - Valuation techniques using significant unobservable inputs. This category includes all instruments where the valuation technique includes inputs not based on observable data and the unobservable inputs could have a significant impact on the instrument's valuation. This category includes instruments that are valued based on quoted prices for similar instruments where significant unobservable adjustments or assumptions are required to reflect differences between the instruments.

At the reporting date any listed equities, debt securities and publicly traded derivatives are included within Level 1 of the hierarchy where their fair values are based on quoted market prices or binding dealer price quotations, without any deduction for transaction costs. For all other financial instruments, fair value is determined using valuation techniques. Valuation techniques include net present value techniques, comparison to similar instruments for which market observable prices exist, options pricing models and other relevant valuation models. The Company uses widely recognised valuation models for determining fair values of over-the-counter derivatives. For these financial instruments, inputs into models are market observable and are, therefore, included within Level 2. The Company has no level 3 financial instruments.

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Notes to the financial statements (continued)

For the year ended 30 September 2013

17

4. Financial Assets and Liabilities at Fair Value through Profit or Loss (continued)

Fair value of financial instruments (continued) The following tables analyse the fair value hierarchy of the Company’s financial assets and liabilities measured at fair value at 30 September 2013 and 30 September 2012: As at 30 September 2013

Level 1USD

Level 2USD

Level 3

USD

TotalFair Value

USD

Financial assets at fair value through profit or loss

Derivatives Commodity futures 6,295,922 - - 6,295,922 Foreign exchange futures 205,277 - - 205,277 Forward currency contracts - 16,713,953 - 16,713,953 Interest rate futures 6,146,005 - - 6,146,005 Index futures 2,047,733 - - 2,047,733 Commodity forwards - 406,209 - 406,209 Credit default swap - 19,097,884 - 19,097,884 Interest rate swap - 40,028,634 - 40,028,634 Total derivatives 14,694,937 76,246,680 - 90,941,617

Total financial assets at fair value through profit or loss 14,694,937 76,246,680 - 90,941,617

Level 1USD

Level 2USD

Level 3

USD

TotalFair Value

USD

Financial liabilities at fair value through profit or loss

Derivatives Commodity futures (4,180,047) - - (4,180,047)Foreign exchange futures (7,880) - - (7,880)Forward currency contracts - (24,458,178) - (24,458,178)Interest rate futures (3,110,889) - - (3,110,889)Index futures (4,593,242) - - (4,593,242)Commodity forwards - (530,952) - (530,952)Credit default swap - (11,914,479) - (11,914,479)Interest rate swap - (52,240,546) - (52,240,546)Total derivatives (11,892,058) (89,144,155) - (101,036,213)

Total financial liabilities at fair value through profit or loss (11,892,058) (89,144,155) - (101,036,213)

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Notes to the financial statements (continued)

For the year ended 30 September 2013

18

4. Financial Assets and Liabilities at Fair Value through Profit or Loss (continued) As at 30 September 2012

Level 1USD

Level 2USD

Level 3

USD

TotalFair Value

USD

Financial assets at fair value through profit or loss

Derivatives Commodity futures 5,109,560 - - 5,109,560Foreign exchange futures 173,014 - - 173,014Forward currency contracts - 8,803,325 - 8,803,325Interest rate futures 12,061,821 - - 12,061,821Index futures 801,332 - - 801,332Commodity forwards - 6,681,335 - 6,681,335Total derivatives 18,145,727 15,484,660 - 33,630,387

Total financial assets at fair value through profit or loss 18,145,727 15,484,660 - 33,630,387

Level 1

USDLevel 2

USD

Level 3

USD

TotalFair Value

USD

Financial liabilities at fair value through profit or loss

Derivatives Commodity futures (7,302,453) - - (7,302,453)Foreign exchange futures (219,502) - - (219,502)Forward currency contracts - (6,016,610) - (6,016,610)Interest rate futures (4,616,128) - - (4,616,128)Index futures (5,911,118) - - (5,911,118)Commodity forwards - (3,494,628) - (3,494,628)Total derivatives (18,049,201) (9,511,238) - (27,560,439)

Total financial liabilities at fair value through profit or loss (18,049,201) (9,511,238) - (27,560,439)

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Notes to the financial statements (continued)

For the year ended 30 September 2013

19

5. Financial Risk Management The Company’s investment activities expose it to the various types of risk which are associated with the financial instruments and markets in which it invests. The most important types of financial risks to which the Company is exposed are market risk, credit risk and liquidity risk. Market risk includes security price risk interest rate risk and foreign currency risk. The Investment Manager manages these risks on an aggregate basis along with the risks associated with its investing activities as part of its overall risk management policies. The nature and extent of the financial instruments outstanding at the dates of the statement of the financial position and the risk management policies employed by the Company are discussed below.

Overall risk management The Company seeks to generate returns through investing in the AHL Programme. The Investment Manager distinguishes between two primary risk levels, which are risks at the Company level, and risks at the underlying investment level. Accordingly, the Investment Manager has implemented procedures to manage risks associated with both the Company and its underlying investments.

At the Company level Risk management at the Company level can be segregated into pre and post-investment risk management. Pre-investment risk management involves determining asset allocation and portfolio construction. Thereafter, risk management involves conducting risk and return analysis, monitoring the relevant Company specific portfolio restrictions and investment guidelines and managing currency, interest rate, credit and liquidity risks at the Company level and making relevant adjustments to asset allocation and portfolio construction. Risk considerations or the need to bring the portfolio back in line with product guidelines may trigger a rebalancing of the portfolio, which is typically done on a weekly basis by the Investment Manager's portfolio management team.

AHL In the case of the AHL Programme, the trading activity is managed by AHL. AHL identifies opportunities to profit from price movements in more than 300 diverse international markets through specialised investment techniques, advanced technology and daily risk control. The AHL Programme seeks to identify and take advantage of upward and downward price trends. Trading takes place around-the-clock and real-time price information is used to respond to price movements across a diverse range of global markets. Investment rules are executed within a systematic framework. AHL employs a number of risk measures including proprietary measurement methods similar to the industry standard Value-at-Risk ("VaR") and conducts daily stress testing based on historical data. Depending upon the risks identified, AHL may alter the exposure to different markets it trades in. Substantially, all derivative contracts are transacted on a margin basis. The Investment Manager manages the risk associated with these transactions by maintaining margin deposits in compliance with individual exchange regulations and internal guidelines. The Investment Manager also takes an active role in managing and controlling the Company’s market and counterparty risks, monitoring trading activities and margin levels daily and, as necessary, deposits additional collateral or reduces positions.

Market risk Market risk is the risk that fair value or future cash flows of financial instruments will fluctuate due to changes in market variables such as interest rates, foreign exchange rates and security prices. There are many risk measures used by the Investment Manager, however one generally understood measure is annualised volatility. Annualised volatility is a measure of risk that is calculated as the standard deviation of the returns on the NAV per Redeemable Participating Share from inception up the reporting date. As it is based on the NAV per Redeemable Participating Share, annualised volatility incorporates all performance characteristics of the Company including the impact of interest rate movements and currency exchange differences from inception. Although the direct investments of the Company may change, the investment strategies employed by its underlying investments will not significantly change, meaning that the risk and return characteristics that the Company is exposed to are broadly consistent.

Annualised volatility has limitations as it assumes a normal distribution of periodic returns, which may not be fully representative of hedge fund behaviour. The annualised volatility will also be a more accurate measure where more data points exist. Annualised volatility is based upon historical data. There is no guarantee of trading performance and past performance is no indication of future performance or results. As at 30 September 2013, the annualised volatility for the Company was 11.28% (2012: 10.17%) calculated on a weekly basis.

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Notes to the financial statements (continued)

For the year ended 30 September 2013

20

5. Financial Risk Management (continued)

Interest rate risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is directly exposed to interest rate risk through its investment strategy, which is deliberately designed to generate returns through trading strategies focussed on exploiting price differentials in rates. The sensitivity of these exposures is modelled through the overall volatility analysis provided in the market risk section. The Company is significantly exposed to interest rate risk on cash at bank and brokers, Interest Rate Futures and Interest Rate Swaps held at 30 September 2013. The following table details the Company's exposure to interest rate risk by the earlier of contractual maturities or re-pricing: As at 30 September 2013

Less than one

monthUSD

One month to one year

USD

Over one yearUSD

Not exposed to interest rate

USD TotalUSD

Current Assets: Cash at bank 366,128,245 - - - 366,128,245Cash with brokers 105,780,701 - - - 105,780,701 Due from brokers 4,282,697 - - - 4,282,697Financial assets at fair value through profit or loss - 7,001,573 39,173,066 44,766,978 90,941,617 Subscription receivable - - - 197,882 197,882Prepayment and other assets - - - 47,969 47,969

Total current assets 476,191,643 7,001,573 39,173,066 45,012,829 567,379,111

Current Liabilities: Due to brokers (2,206,559) - - - (2,206,559)Financial liabilities at fair value through profit or loss - (6,184,864) (49,166,571) (45,684,778) (101,036,213)Redemption payable - - - (3,021,396) (3,021,396)Accounts payable and accrued expenses - - - (2,111,972) (2,111,972)

Total current liabilities (excluding Net Assets Attributable to Holders of Redeemable Participating Shares) (2,206,559) (6,184,864) (49,166,571) (50,818,146) (108,376,140)

Total interest rate sensitivity gap 473,985,084 816,709 (9,993,505) (5,805,317) 459,002,971

Cumulative interest rate sensitivity gap 473,985,084 474,801,793 464,808,288 459,002,971 459,002,971

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Notes to the financial statements (continued)

For the year ended 30 September 2013

21

5. Financial Risk Management (continued)

Interest rate risk (continued) As at 30 September 2012

Less than one month

USD

One monthto one year

USD

Over one year USD

Not exposed to interest rate

USDTotalUSD

Current Assets: Cash at bank 416,221,077 215,779,000 - - 632,000,077Cash with brokers 97,458,097 - - - 97,458,097Financial assets at fair value through profit or loss - 5,823,477 6,238,344 21,568,566 33,630,387Subscription receivable - - - 201,683 201,683Prepayment and other assets - - - 697,054 697,054

Total current assets 513,679,174 221,602,477 6,238,344 22,467,303 763,987,298

Current Liabilities: Due to brokers (5,625,656) - - - (5,625,656)Financial liabilities at fair value through profit or loss - (4,446,741) (169,387) (22,944,311) (27,560,439)Redemption payable - - - (2,833,408) (2,833,408)Accounts payable and accrued expenses - - - (3,546,500) (3,546,500)

Total current liabilities (excluding Net Assets Attributable to Holders of Redeemable Participating Shares) (5,625,656) (4,446,741) (169,387) (29,324,219) (39,566,003)

Total interest rate sensitivity gap 508,053,518 217,155,736 6,068,957 (6,856,916) 724,421,295

Cumulative interest rate sensitivity gap 508,053,518 725,209,254 731,278,211 724,421,295 724,421,295

Liabilities not exposed to interest rate risk comprise accounts payable and accrued expenses. These amounts normally require contractual settlement within one quarter and, in all cases, within one year. The following tables details the effect on net assets should interest rates have increase/decreased by 50 basis points (bps) with all other variables remaining constant: As at 30 September 2013

Less than one month

USD

One month to one year

USD

Over one year USD

Not exposed to interest rate

USDTotalUSD

Net assets – 50 bps increase 476,355,009 820,793 (10,043,473) (5,805,317) 461,327,012Net assets – 50 bps decrease 471,615,159 812,625 (9,943,537) (5,805,317) 456,678,930

As at 30 September 2012

Less than one month

USD

One month to one year

USD

Over one year USD

Not exposed to interest rate

USDTotalUSD

Net assets – 50 bps increase 510,593,786 218,241,515 6,099,302 (6,856,916) 728,077,687Net assets – 50 bps decrease 505,513,250 216,069,957 6,038,612 (6,856,916) 720,764,903

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Notes to the financial statements (continued)

For the year ended 30 September 2013

22

5. Financial Risk Management (continued)

Currency risk Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company is exposed to currency risk though its investments in non-USD denominated investments. The Investment Manager has an active procedure to monitor foreign exchange exposures and manages this risk though offsetting non USD denominated balances and entering into offsetting forward foreign exchange contracts. Monetary assets and liabilities denominated in foreign currencies are summarised below: As at 30 September 2013

Amounts are expressed in their USD equivalents USD EUR CAD JPY HKD KRW Other Total

Current Assets: Cash at bank 359,305,069 6,823,176 - - - - - 366,128,245Cash with brokers 67,263,953 17,534,009 2,440,290 3,265,640 1,876,241 4,770,945 8,629,623 105,780,701Due from brokers 3,406,297 876,400 - - - - - 4,282,697Financial assets at fair value through profit or loss 20,093,067 16,057,115 2,395,475 887,536 6,501,005 2,949,369 42,058,050 90,941,617Subscription receivable 197,882 - - - - - - 197,882Prepayments and other assets 47,969 - - - - - - 47,969

Total current assets 450,314,237 41,290,700 4,835,765 4,153,176 8,377,246 7,720,314 50,687,673 567,379,111

Current Liabilities: Due to brokers (2,172,533) (34,026) - - - - - (2,206,559)Financial liabilities at fair value through profit or loss (22,873,841) (12,789,517) (2,261,862) (1,721,027) (8,729,721) (1,633,141) (51,027,104) (101,036,213)Redemption payable (3,021,396) - - - - - - (3,021,396)Accounts payable and accrued expenses (2,111,972) - - - - - - (2,111,972)

Total current liabilities (30,179,742) (12,823,543) (2,261,862) (1,721,027) (8,729,721) (1,633,141) (51,027,104) (108,376,140)

Net assets 420,134,495 28,467,157 2,573,903 2,432,149 (352,475) 6,087,173 (339,431) 459,002,971

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Notes to the financial statements (continued)

For the year ended 30 September 2013

23

5. Financial Risk Management (continued)

Currency risk (continued) Monetary assets and liabilities denominated in foreign currencies are summarised below. The amounts stated represent the Company’s pre-hedged exposure and do not take account of the significantly reduced sensitivity to foreign currency risk that results from currency hedging techniques used As at 30 September 2012

Amounts are expressed in their USD equivalents USD EUR CAD JPY HKD KRW Other Total

Current Assets: Cash at bank 632,000,075 - - - - - 2 632,000,077Cash with brokers 78,763,000 15,964,715 (500,051) (2,844,601) (1,774,240) 6,733,854 1,115,420 97,458,097Financial assets at fair value through profit or loss 10,144,488 5,128,679 609,902 1,738,707 324,377 2,253,884 13,430,350 33,630,387Subscription receivable 201,683 - - - - - - 201,683 Prepayments and other assets 697,054 - - - - - - 697,054

Total current assets 721,806,300 21,093,394 109,851 (1,105,894) (1,449,863) 8,987,738 14,545,772 763,987,298

Current Liabilities:

Due to brokers (5,625,656) - - - - - - (5,625,656)Financial liabilities at fair value through profit or loss (14,911,613) (6,912,510) (711,881) (936,904) (1,064) (86,356) (4,000,111) (27,560,439)Redemption payable (2,833,408) - - - - - - (2,833,408)Accounts payable and accrued expenses (3,546,500) - - - - - - (3,546,500)

Total current liabilities (26,917,177) (6,912,510) (711,881) (936,904) (1,064) (86,356) (4,000,111) (39,566,003)

Net assets 694,889,123 14,180,884 (602,030) (2,042,798) (1,450,927) 8,901,382 10,545,661 724,421,295

Other price risk Price risk is the risk that the price of a financial instrument will fluctuate due to changes in market conditions influencing, directly or indirectly, the value of the instrument. The Company is exposed to price risk from its investments. Due to the nature of the trading strategies followed by these investments, no direct relationship between any market factors and the expected prices of the investments can be reliably established. Price risk is managed through the overall risk management processes described above.

Credit/Counterparty risk Credit risk is the risk that an issuer or counterparty will be unable to meet a commitment that it has entered into with the Company. The Company's maximum exposure to credit risk (not taking into account the value of any collateral or other security held) in the event that the counterparties fail to perform their obligations as of 30 September 2013 in relation to each class of recognised financial assets, other than derivatives, is the carrying amount of those assets in the statement of financial position. With respect to derivative financial instruments, credit risk arises from the potential failure of counterparties to meet their obligations under the contract or arrangement. Credit risk is mitigated for the AHL Programme through the diversity of counterparties and regular monitoring of concentration risk. With regards to the credit default swaps, the maximum exposure as a result of a potential future credit event is disclosed as the notional amount in Note 4.

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Notes to the financial statements (continued)

For the year ended 30 September 2013

24

5. Financial Risk Management (continued)

Credit/Counterparty risk (continued) The significant exposures are to the Banks and the Brokers. The table below analyses the Company’s exposure of cash at bank and cash at brokers by rating agency category at 30 September 2013. Counterparty Moody’s Rating 2013

USD 2013

% Credit Suisse A1 39,100,100 8.3 Mizuho Bank A1 20,000,078 4.2 ABN Amro A2 100 - Barclays Bank A2 96,602,478 20.5 BNP Paribas A2 93,040,166 19.7 Deutsche Bank A2 12,121,456 2.6 Citibank NA A3 33,387,624 7.1 Royal Bank of Scotland A3 29,456,710 6.2 National Bank of Abu Dhabi Aa3 78,009,327 16.5 J.P Morgan Aa3 23,575,579 5.0 Commerzbank AG Baa1 45,088,467 9.6 Merrill Lynch Baa2 1,526,861 0.3 471,908,946 100 The Investment Manager performs due diligence on all counterparties before they become a service provider or counterparty to the Company, and credit quality checks are part of this process. The credit quality of the Company's Banks, Brokers and any lenders is regularly monitored and factored into allocation decisions.

Liquidity risk Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities. Redeemable participating shareholder redemption requests are the main liquidity risk for the Company. The Company’s Redeemable Participating Shares are redeemable at the redeemable participating shareholder’s option on each Dealing Day with one day written notice. The Company is therefore potentially exposed to periodic redemptions by its redeemable participating shareholders. The exposure to liquidity risk through redeemable participating shareholder redemption requests is managed by specifically setting the redemption notice period to accommodate the expected liquidity of the underlying investments as agreed by the Investment Manager. The Company’s investments include listed securities/exchange-traded futures contracts which are considered readily realisable as they are all listed on major recognised exchanges. The Company’s financial instruments also include investments in derivative contracts traded over-the-counter, which are not quoted in an active public market and which generally may be illiquid. As a result, the Company may not be able to liquidate quickly some of its investments in these instruments at an amount close to their fair value in order to meet its liquidity requirements.

6. Net Gain/(Loss) on Financial Assets and Liabilities at Fair Value through Profit or Loss

2013 USD

2012USD

Realised and unrealised gain/(loss) on investments

Net realised loss on investments (23,637,978) (59,965,520)Net realised currency gain/(loss) on cash 829,751 (1,032,252)Total net realised loss (22,808,227) (60,997,772)

Movement in net unrealised loss on investments (24,256,217) (15,405,984)Movement in net unrealised currency (loss)/gain (386,935) 1,975,749Total net movement in unrealised loss (24,643,152) (13,430,235)

Net loss on financial assets and liabilities at fair value through profit or loss (47,451,379) (74,428,007)

Total realised and unrealised loss on investments (47,894,195) (75,371,504)Total realised and unrealised currency (loss)/gain 442,816 943,497

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Notes to the financial statements (continued)

For the year ended 30 September 2013

25

7. Fees, commissions and other expenses

Management and incentive fees The Investment Manager will be entitled to a management fee of 3% per annum of the Net Asset Value of the Company (the ‘Management Fee’) accrued daily from 4 September 2012 and weekly prior to 4 September 2012, and calculated on the aggregate Net Asset Value at the immediately preceding Valuation Point. The Management fee is payable monthly in arrears by the Company. Incentive fees are calculated and accrued daily at each Valuation Point and payable annually in arrears at the rate of 20% of any net appreciation (after deduction of the management fee but prior to deduction of the incentive fee) in the Net Asset Value (NAV) per Redeemable Participating Share on the last Valuation Point in the relevant financial year of the Company above any previous highest NAV per Redeemable Participating Share on any preceding Dealing Day on which an incentive fee had previously been paid, multiplied by the number of Redeemable Participating Shares outstanding on the Valuation Point in respect of which the incentive fee is calculated. Where an investor redeems Redeemable Participating Shares part way through a financial year, the incentive fee accrued in respect of those Redeemable Participating Shares is crystallised and paid at the end of the year. There were no incentive fees accrued during the financial year. Management and incentive fees payable in respect of the AHL Programme are paid to Man Investments AG in consideration for marketing advisory and investment management services.

Service Manager and Administration fees Man Valuation Services Limited (“MVSL”) ceased to be the valuation agent for the Company from 29 March 2011 and was appointed as the Administrative Agent (up to 3 September 2012) for which they continued to receive an administration fee and remunerate Citco Fund Services (Hong Kong) Limited who provided valuation agent services for the period from 29 March 2011 to 3 September 2012. Citibank Europe plc (the “Valuation Agent”) was appointed as valuation agent on 4 September 2012. Man Investments AG was appointed as Service Manager (the “Service Manager”) on 4 September 2012 and provides a service manager function to the Company for which it receives a fee of 0.23 basis points of the Net Asset Value, as determined on each Valuation Day (approximately equivalent to 0.23% per annum of the Net Asset Value of the Redeemable Participating Shares). The Service Manager will pay fees to Citibank Europe plc (the “Valuation Agent”) for Valuation services ("Valuation Fees"), Registrar services, Shareholder services and other related administration costs.

Company Secretary fees The Company secretary fees are charged by Citi Fund Services (Bermuda), Ltd., at an annual fixed fee of USD 3,000 payable quarterly in arrears.

Introducing Broker fees Introducing Broker fees of USD 5,974,449 (2012: USD 8,652,448) were paid to Man Investments AG (the “introducing broker”). Institutional charges of USD 1,453,793 (2012: USD 303,617) which cover exchange and other third party costs, which are payable to brokers, have been netted against realised gains/losses and unrealised gains/losses on investments. Introducing Broker fees, excluding institutional charges, are calculated at a rate of 1% per annum of the NAV as determined on each Valuation Point, were paid to the Introducing Broker.

Hong Kong representative fees The Hong Kong representative is paid a fee, calculated monthly at an amount of up to USD 5,000 per annum.

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Man AHL Diversified Futures Ltd

Notes to the financial statements (continued)

For the year ended 30 September 2013

26

7. Fees, commissions and other expenses (continued)

Custodian fees The Custodian shall be paid by the Company a fee accruing at each Valuation Point and paid monthly at a rate of up to 0.02% per annum of the NAV subject to a minimum annual fee of USD 15,000. In addition, the Custodian is entitled to be reimbursed for all out-of pocket expenses properly incurred by it in the performance of its duties.

Taxation There is currently no taxation imposed on income or capital gains by the Government of the Bermuda Islands. Under current Bermuda law, the Company is not obligated to pay any taxes in Bermuda on either income or capital gains. The Company has received an undertaking from the Minister of Finance in Bermuda pursuant to the provisions of the Exempted Undertakings Tax Protection Act 1966 which exempts the Company from any such Bermuda taxes, at least until 28 March 2035.

8. Related Party Transactions Parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the other party in making financial or operational decisions. Master Multi-Product Holdings Ltd, a Bermuda incorporated company with directors in common with the Company, is a related party through its 100% holding of the Management Shares in the Company. Master Multi-Product Holdings Ltd is itself owned by Codan Trust Company Limited in its capacity as trustee of the Master Multi-Product Purpose Trust, a special purpose trust formed under the laws of Bermuda. The immediate controlling party of the Company is therefore Master Multi-Product Holdings Ltd. Man Investments Limited is a related party as it is the Investment Manager of the Company. Man Investments Limited is a subsidiary of Man Group plc and therefore all subsidiaries of Man Group plc are also related parties. During the year, the Company has transacted with the following subsidiaries of Man Group plc: Man Investments AG Man Investments Limited Man Investments (Hong Kong) Limited Conyers Dill & Pearman is a related party as Dawn C Griffiths is a director of the Company and a partner of the law firm. The following transactions, which were entered into in the ordinary course of business and on normal commercial terms took place between the Company and its related parties.

For the year ended 30 September 2013 Related party

Type of fee

Total Fees USD

Fees payable at 30 September

2013USD

Conyers Dill & Pearman Limited Legal fees 5,664 -Directors Directors’ fees 14,157 -Man Investments AG Introducing Broker fees 5,974,449 405,925Man Investments AG Management fees 17,923,348 1,217,776Man Investments (Hong Kong) Limited Hong Kong representative fees 6,250 1,250Man Investments AG Service Manager and Administration fees 1,728,185 438,584

For the year ended 30 September 2012 Related party

Type of fee

Total Fees USD

Fees payable at 30 September

2012USD

Conyers Dill & Pearman Limited Legal fees 140,396 133,836 Directors Directors’ fees 10,139 3,365 Man Investments AG Crystallised incentive fee 8,583 8,582 Man Investments AG Introducing Broker fees 8,652,448 -Man Investments AG Management fees 25,958,445 1,934,384 Man Investments AG Service Manager and Administration fees 148,302 -Man Investments (Hong Kong) Limited Hong Kong representative fees 5,000 3,154Man Fund Management (Guernsey) Limited Service Coordination fees 1,887,409 -

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Man AHL Diversified Futures Ltd

Notes to the financial statements (continued)

For the year ended 30 September 2013

27

9. Share Capital

Management Shares of the Company The Company has an authorised share capital of USD 762,000 comprising 12,000 Management Shares of par value USD 1, and 75,000,000 Redeemable Participating Shares of par value USD 0.01. The 75,000,000 Redeemable Participating Shares of par value USD 0.01 carry 100% of the voting rights. The Management Shares do not carry voting rights for as long as there are shares of any other class in issue. The Management Shares are owned 100% by Master Multi-Product Holdings Ltd, a Bermuda incorporated company, which is itself owned by Codan Trust Company Limited in its capacity as trustee of the Master Multi-Product Purpose Trust, a special purpose trust formed under the laws of Bermuda pursuant to a Deed of Trust made by Codan Trust Company Limited dated 14 December 2005. The holders of Management Shares are not entitled to any dividend whatsoever in respect of their Management shares. In the event of a winding up or dissolution of the Company, the holders of Management Shares are entitled to an amount equal to the par value thereof, if paid up, and the surplus assets of the Company. However, the holders of the Management Shares have agreed irrevocably to waive their entitlement to any amounts which exceed the par value of their ordinary shares and have authorised the Company to credit any such amounts to the Shares Account for the benefit of the Redeemable Participating Shareholders. The Management Shares have been issued but not called. No amount is recognised until the Management Shares are called.

Redeemable Participating Shares The Redeemable Participating Shares of the Company are divided into two tranches: Tranche A and Tranche B. The Company is offering only Participating Tranche A Shares to investors at the Subscription Price from (and including) 4 September 2012. The Directors have resolved that all Redeemable Participating Shares issued by the Company prior to 4 September 2012 shall be converted to Tranche B Shares on 4 September 2012. Redeemable Participating Shareholders wishing to purchase additional Redeemable Participating Shares from 4 September 2012 onwards must subscribe for Participating Tranche A Shares (unless the Directors may decide otherwise from time to time). Redeemable Participating Shares are redeemable, and written notices to redeem Redeemable Participating Shares should be received by Citibank (Hong Kong) or the Shareholder Services Provider at the contact address referred to in the 'Names and addresses' section of this Prospectus not later than 17:00 pm (Hong Kong time) one Business Day prior to the Dealing Day on which the redemption is to take place, except in the event that the calculation of the Net Asset Value per Redeemable Participating Share has been suspended.

Capital Management As a result of the ability of investors to redeem Redeemable Participating Shares, the capital of the Company can vary depending on the demand for redemptions from and subscriptions to the Company. The Company is not subject to externally imposed capital requirements and has no restrictions on the issue and redemption of Redeemable Participating Shares other than those described in the financial statements. The Company’s objectives for managing capital are:

To invest the capital in investments meeting the description, risk exposure and expected return indicated in the Prospectus; To achieve consistent returns while safeguarding capital by participating in derivative and other advanced capital markets; To maintain sufficient liquidity to meet the expenses of the Company, and to meet redemption requests as they arise; and To maintain sufficient size to make the operation of the Company cost-efficient.

Refer to Note 5, 'Financial risk management,' for the policies and processes applied by the Company in managing its capital.

Redemption fees In case Tranche B Redeemable Participating Shares are redeemed before they have been in issue for the periods shown below, the current Net Asset Value per Redeemable Participating Share redeemed will be paid by the Company to the Shareholder after deduction of a fee for early redemption, which will, in turn be paid to the Introducing Broker primarily to compensate it for the costs of marketing the Redeemable Participating Shares, as follows:

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Man AHL Diversified Futures Ltd

Notes to the financial statements (continued)

For the year ended 30 September 2013

28

9. Share Capital (continued)

Tranche B Redeemable Participating Shares redeemed on a Dealing Day before they have been in issue for: Fee for early redemption: 2 years 4.0 % of redemption price per Redeemable Participating Share 4 years 2.5 % of redemption price per Redeemable Participating Share 6 years 1.0 % of redemption price per Redeemable Participating Share There will be no redemption fee applied on Tranche B Redeemable Participating Shares which are redeemed after they have been in issue for six years. No redemption fees will be applied for redemptions of Tranche A Redeemable Participating Shares.

Performance table Total NAV NAV per redeemable

participating shareHighest redeemable

participating share Lowest redeemable participating share

at year end issue price during the redemption price year during the year USD USD USD USD2013 459,002,971 30.07 37.72 30.362012 724,421,295 34.50 39.70 34.02 2011 1,060,996,444 38.72 40.81 37.052010 1,279,584,383 38.54 38.54 34.432009 1,553,254,539 37.74 42.59 36.462008 1,291,193,256 35.39 40.45 31.592007 651,269,454 31.59 33.61 27.422006 643,458,025 28.02 30.68 25.432005 443,272,796 25.70 25.70 21.232004 402,168,856 21.34 24.35 20.482003 279,686,621 21.66 23.05 17.082002 168,310,686 19.88 19.63 14.872001 88,496,120 18.22 18.11 12.032000 38,606,292 12.15 13.04 11.301999 62,879,308 12.35 12.76 11.24

10. Events during the year There were no significant events during the year.

11. Subsequent events Subsequent to the year end subscriptions of USD 4,600,605 and redemptions of USD 52,046,958 were applied to the Company, up to 9 January 2014. There were no other significant events since the year end.

12. Contingent Liabilities and Commitments There were no contingent liabilities or commitments as at 30 September 2013 (2012: none).

13. Soft Commission Arrangements There were no soft commission arrangements in place during the year.

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A member firm of Ernst & Young Global Limited

Ernst & Young Ltd. #3 Bermudiana Road Hamilton HM 11, Bermuda P.O. Box HM 463 Hamilton, HM BX, Bermuda Tel: +1 441 295 7000 Fax: +1 441 295 5193 www.ey.com/bermuda

www.ey.com

INDEPENDENT AUDITORS' REPORT TO THE BOARD OF DIRECTORS AND SHAREHOLDERS MAN AHL DIVERSIFIED FUTURES LTD We have audited the accompanying financial statements of Man AHL Diversified Futures Ltd (the “Company”) which comprise the statement of financial position as at 30 September 2013 and the statement of changes in equity, the statement of comprehensive income and the statement of cash flows for the year then ended, and a summary of significant accounting policies and other explanatory information. Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards, the relevant disclosure provisions of the Memorandum and Articles of Association of the Company and the relevant disclosure requirements set out in Appendix E to the Hong Kong Code on Unit Trusts and Mutual Funds of the Securities and Futures Commission of Hong Kong (the “Code”), and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our report is made solely to you, as a body, and for no other purpose. We do not assume responsibility towards or accept liability to any other person for the contents of this report. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement, and whether the financial statements are in accordance with the relevant disclosure provisions of the Memorandum and Articles of Association of the Company and the disclosure requirements of the Code. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors' judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

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Opinion

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of Man AHL Diversified Futures Ltd as at 30 September 2013 and its financial performance and cash flows for the year then ended in accordance with International Financial Reporting Standards. Report on Other Legal and Regulatory Requirements We report that the financial statements have been properly prepared in accordance with the relevant disclosure provisions of the Memorandum and Articles of Association of the Company and the disclosure requirements of Appendix E of the Code.

23 January 2014

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Man AHL Diversified Futures Ltd

Unaudited interim financial statements For the period ended 31 March 2014

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Man AHL Diversified Futures Ltd Table of Contents

2

Page

Corporate information 3 Statement of financial position (unaudited) 4 Statement of changes in equity (unaudited) 5 Statement of comprehensive income (unaudited) 6 Statement of cash flows (unaudited) 7 Notes to the financial statements (unaudited) 8

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Man AHL Diversified Futures Ltd Corporate information

3

Directors Investment Manager Michael B Collins Man Investments Limited Argonaut Limited Riverbank House Argonaut House 2 Swan Lane 5 Park Road London EC4R 3AD Hamilton HM 09 United Kingdom Bermuda

Introducing Broker and Marketing Adviser Shirelle Jones is an alternate director to Man Investments AG Mr Collins. Huobstrasse 3

8808 Pfäffikon SZ Dawn C Griffiths Switzerland Conyers Dill & Pearman Limited Clarendon House Services Manager 2 Church Street Man Investments AG Hamilton HM 11 Huobstrasse 3 Bermuda 8808 Pfäffikon SZ

Switzerland David Smith Equus Asset Management Partners Valuation Service Provider 27 Queen Street Citibank Europe plc Hamilton HM11 1 North Wall Quay Bermuda Dublin Ireland Company Secretary and Registered Office of the Company Legal advisor as to matters of Bermudian law Christine Perinchief Conyers Dill & Pearman Limited Citi Fund Services (Bermuda), Ltd. Clarendon House 5 Reid Street 2 Church Street Hamilton HM 11 Hamilton HM 11 Bermuda Bermuda Principal Paying Agent Custodian Citi Fund Services (Bermuda), Ltd. HSBC Institutional Trust Services (Asia) Limited 5 Reid Street HSBC Main Building Hamilton HM 11 1 Queen’s Road Central Bermuda Hong Kong Hong Kong Representative Registrar Man Investments (Hong Kong) Limited Citi Fund Services (Bermuda), Ltd. Suite 1301 Chater House 5 Reid Street 8 Connaught Road Central Hamilton HM 11 Hong Kong Bermuda Auditors Shareholder Services Provider Ernst & Young Ltd. Citibank Europe plc 3 Bermudiana Road 1 North Wall Quay Hamilton HM 11 Dublin 1 Bermuda Ireland

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Man AHL Diversified Futures Ltd Statement of changes in equity (unaudited) For the period ended 31 March 2014

The accompanying notes form an integral part of the financial statements. 5

Period ended 31 March

2014 USD

Period ended31 March

2013USD

Net Assets Attributable to Holders of Redeemable Participating Shares at beginning of period 459,002,971 724,421,295 Net income for the period attributable to Redeemable Participating Shareholders 11,724,501 4,129,442 Issue of 244,294 (2013: 704,100) Redeemable Participating Shares 7,605,479 23,884,853Redemption of 2,773,666 (2013: 4,314,771) Redeemable Participating Shares (86,134,722) (146,416,720) Net Assets Attributable to Holders of Redeemable Participating Shares at end of period

392,198,229 606,018,870

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Man AHL Diversified Futures Ltd Statement of comprehensive income (unaudited) For the period ended 31 March 2014

The accompanying notes form an integral part of the financial statements. 6

Notes

Period ended

31 March 2014 USD

Period ended31 March

2013USD

Income Interest income 2 329,481 1,251,714 Net gain on financial assets and liabilities at fair value through profit or loss 7 20,384,475 17,926,318 Net gain/(loss) on foreign exchange 7 737,382 (864,022)

21,451,338 18,314,010

Expenses Management and incentive fees 8 (6,456,484) (9,611,384)Introducing broker fees 8 (2,152,161) (3,226,776)Custody fees (43,043) (65,108)Auditor fees (11,500) (13,500)Legal and Other Professional fees (7,498) (132,655)Bank charges (8,120) (33,528)Other connected person expenses 8 (630,030) (924,336)Other expenses 2 (410,824) (127,953)Interest expense 2 (7,177) (49,328)

(9,726,837) (14,184,568)

Net income for the period attributable to Redeemable Participating Shareholders 11,724,501 4,129,442

The Company had no recognised gains or losses in the financial period other than those dealt with in the statement of comprehensive income. All results arose from continuing activities.

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Man AHL Diversified Futures Ltd Statement of cash flows (unaudited) For the period ended 31 March 2014

The accompanying notes form an integral part of the financial statements. 7

Period ended

31 March 2014 USD

Period ended31 March

2013USD

Cash flows from operating activities Net income for the period attributable to Redeemable Participating Shareholders 11,724,501 4,129,442 Adjustments to reconcile net income for the period to net cash used in operating activities: Financial assets and liabilities at fair value through profit or loss (19,035,526) (3,291,056)Due from brokers 3,880,114 -Due to brokers (686,685) (4,440,889)Prepayment and other assets 47,969 530,834 Accounts payable and accrued expenses (186,773) (1,120,429)Net cash used in operating activities (4,256,400) (4,192,098) Cash flows from financing activities Proceeds on issue of Redeemable Participating Shares 7,763,497 23,856,452 Payments on redemption of Redeemable Participating Shares (88,332,198) (147,440,126)Net cash used in financing activities (80,568,701) (123,583,674) Net change in cash and cash equivalents (84,825,101) (127,775,772)Cash and cash equivalents at beginning of period 471,908,946 729,458,174 Cash and cash equivalents at end of period 387,083,845 601,682,402 Cash and cash equivalents consist of: Cash at bank 322,235,062 480,086,507 Cash with brokers 64,848,783 121,596,113 Bank overdraft - (218) 387,083,845 601,682,402 Supplemental disclosure of cash flow information: Interest paid (7,177) (73,423)Interest received 377,449 1,782,548

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Man AHL Diversified Futures Ltd Notes to the financial statements (unaudited) For the period ended 31 March 2014

8

1. General Man AHL Diversified Futures Ltd (the “Company”) was incorporated under the laws of Bermuda on 11 September 1997 and carries on business as an open-ended investment company, trading a diversified portfolio of international interbank currency and financial futures. The Company commenced trading on 12 May 1998. Terms defined in the Prospectus shall, unless the context otherwise requires, have the same meaning in these financial statements.

2. Summary of Significant Accounting Policies a) Accounting convention The financial statements are prepared in accordance with International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and where relevant, in accordance with the provisions of the Hong Kong Securities & Futures Commission Code on Unit Trusts and Mutual Funds pursuant to the Securities and Futures Ordinance (Cap 571) April 2003 (as amended effective 25 June 2010). The financial statements have been prepared on the historical cost basis except for financial assets and liabilities held at fair value through profit or loss that have been accounted for based on fair value. b) Changes in Accounting Policy and Disclosure The principle accounting policies and estimation techniques are consistent with those applied to the previous annual financial statements except as follows: Statement of compliance

The financial statements are prepared in accordance with IAS 34 Interim Financial Reporting. The condensed interim financial report does not include all the information required for full annual financial statements prepared in accordance with International Financial Reporting Standards. IAS 1 – Presentation of Financial Statements

The Company adopted, for the first time, amendments to IAS 1 Presentation of Financial Statements. The amendments to IAS 1 introduce a grouping of items presented in other comprehensive income (“OCI”). Items that could be reclassified (or recycled) to profit or loss at a future point in time now have to be presented separately from items that will never be reclassified. The amendment had no impact on the presentation of the Company’s financial statements, or on its financial position or performance, since no items have been classified as OCI.

IAS 27 – Separate Financial Statements (as revised in 2011)

As a consequence of the new IFRS 10 and IFRS 12, what remains in IAS 27 is limited to accounting for subsidiaries, jointly controlled entities, and associates in separate financial statements. This amendment became effective as of 1 January 2013 and has no impact on the Company‘s financial position or performance. IFRS 7 – Financial Instruments: Disclosure

The IFRS requires disclosure of the significance of financial instruments for an entity's financial position and performance, as well as qualitative and quantitative information about exposure to risks arising from financial instruments, including specified minimum disclosures about credit risk, liquidity risk, and market risk. Specifically, an entity shall disclose information to enable the users of its financial statements to evaluate the effect or potential effect of netting arrangements on the entity's financial position. This includes the effect or potential effect of rights of set-off associated with the entity's recognised financial assets and recognised financial liabilities. The amendment became effective for annual periods beginning on or after 1 January 2013.

IFRS 10 – Consolidated Financial Statements

IFRS 10 replaces the portion of IAS 27 Consolidated and Separate Financial Statements that addresses the accounting for consolidated financial statements. It also replaces SIC-12 Consolidation — Special Purpose Entities. IFRS 10 establishes a single control model that applies to all entities including ‘special purpose entities’. The changes introduced by IFRS 10 will require management to exercise significant judgement to determine which entities are controlled, and therefore required to be consolidated by a parent, compared with the requirements that were in IAS 27. This standard becomes effective for annual periods beginning on or after 1 January 2013. This amendment has no impact on the Company‘s financial position or performance.

IFRS 13 – Fair Value measurement

IFRS 13 establishes a single source of guidance under IFRS for all fair value measurements. IFRS 13 does not change when an entity is required to use fair value, but rather provides guidance on how to measure fair value under IFRS when fair value is required or permitted. The Company has assessed the impact that this standard will have on the financial position and performance of the Company and the Directors do not believe it will materially impact the current measurement techniques being employed. This standard became effective for annual periods beginning on or after 1 January 2013.

If an asset or a liability measured at fair value has a bid price and an ask price, the standard requires valuation to be based on a price within the bid-ask spread that is most representative of fair value and allows the use of mid-market pricing or other pricing conventions that are used by market participants as a practical expedient for fair value measurement within a bid-ask spread. In accordance with IFRS 13, financial assets and financial

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Man AHL Diversified Futures Ltd Notes to the financial statements (unaudited) (continued) For the period ended 31 March 2014

9

2. Summary of Significant Accounting Policies (continued)

b) Changes in Accounting Policy and Disclosure (continued)

IFRS 13 – Fair Value measurement (continued)

liabilities can be measured at the last traded price per the Company’s Offering Memorandum, where the last traded price falls within the bid-ask spread.

At the date of authorisation of the financial statements there were a number of Standards and Interpretations which were in issue. The Directors anticipate that the adoption of these Standards and Interpretations have had no material impact on the financial statements of the Company. c) Use of Accounting Judgements and Estimates The preparation of financial statements in accordance with IFRS requires management to make judgements, estimates and assumptions that affect the amounts reported and disclosures made in these financial statements and accompanying notes, including certain valuation assumptions. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities in the future. d) Going Concern The Company’s management has made an assessment of the Company’s ability to continue as a going concern and is satisfied that the Company has resources to continue in business for the foreseeable future. Furthermore, management is not aware of any material uncertainties that may cast significant doubt upon the Company’s ability to continue as a going concern, therefore, the financial statements continue to be prepared on a going concern basis. e) Revenue Recognition Interest on financial assets held at fair value through profit or loss for the period are credited to net gain or loss on financial assets and liabilities at fair value through profit or loss in the statement of comprehensive income on an accruals basis.

f) Financial Assets and Liabilities at Fair Value through Profit or Loss Valuation of investments This category has two sub-categories: (i) financial assets and liabilities held for trading; and (ii) those designated by management at fair value through profit or loss at initial recognition. Financial assets or liabilities held for trading are acquired or incurred principally for the purpose of selling or repurchasing in the short term. Derivatives are also categorised as held for trading by definition. After initial measurement, the Company measures financial instruments, which are classified as at fair value through profit or loss, at their fair values. Financial instruments are designated at fair value through profit and loss because they are managed on a fair value basis. The fair value of financial instruments traded in active markets (such as publicly traded derivatives and trading securities) is based on quoted market prices at the statement of financial position date. Prior to 1 January 2013, the quoted market price used for financial assets held by the Company was the current bid price; the quoted market price for financial liabilities was the current asking price. However, IFRS 13 Fair Value Measurement became effective from 1 January 2013, and as a result of that the Company changed its fair valuation input to utilise the last traded market price for both financial assets and financial liabilities where the last traded price falls within the bid-ask spread. In circumstances where the last traded price is not within the bid-ask spread, management will determine the point within the bid-ask spread that is most representative of fair value. Regular-way purchases and sales of investments are recognised on the trade date, which is the date on which the Company commits to purchase or sell the asset. Investments are initially recognised at fair value. Investments are derecognised when the rights to receive cash flows from the investments have expired or the Company has transferred substantially all risks and rewards of ownership. The Company may from time to time invest in financial instruments that are not traded in an active market (for example over-the-counter derivatives and private placements of both equities and fixed income securities). The fair value of these financial instruments is determined based on observable inputs such as current interest and currency rates, where applicable. Where active markets do not exist, or the market values are unreliable or not considered to reflect the current market value, fair valuation techniques that most accurately reflect the investments’ fair value as established by Man Investments Limited (the “Investment Manager”) are used. g) Securities Sold Short The Company may engage in securities sold short. A short sale is a transaction in which the Company sells a security it does not own. The proceeds received for short sales are recorded as liabilities and the Company records an unrealised gain or loss to the extent of the difference between the proceeds received and the value of the open short position. The Company records a realised gain or loss when the short position is closed. By entering into short sales, the Company bears the market risk of an unfavourable change in the price of the security sold short in excess of the proceeds received. Short sales expose the Company to potentially unlimited liability. h) Derivatives The Company may trade derivative financial instruments, including futures and forwards whose values are based upon an underlying asset, index, currency or interest rate. The unrealised gains or losses, rather than contract or notional amounts, represent the approximate future cash flows from trading.

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Man AHL Diversified Futures Ltd Notes to the financial statements (unaudited) (continued) For the period ended 31 March 2014

10

2. Summary of Significant Accounting Policies (continued) h) Derivatives (continued) Derivative financial instruments are recognised at fair value on the date on which a derivative contract is entered into and are subsequently re-measured at their fair value. Fair values are obtained from quoted market prices in active markets, including recent market transactions, and valuation techniques, including discounted cash flow models and options pricing models, as appropriate. Models are calibrated by back testing to actual transactions to ensure outputs are reliable. Models use observable data to the extent practicable. However, areas such as credit risk (both own and counterparty); volatilities and correlations require the Board of Directors to make estimates. Changes in assumptions about these factors could affect the reported fair value of derivative financial instruments at the valuation date. All derivative financial instruments are carried in assets when amounts are receivable by the Company and in liabilities when amounts are payable by the Company. Changes in the fair values of derivatives are included in the statement of comprehensive income. During the period, when the contract is open, changes in the value of the contracts are recognised as unrealised appreciation or depreciation to reflect the fair value of the contract at the last day of the valuation period. When the contract is settled or offset by other contracts, the Company records a realised gain or loss equal to the difference between the proceeds from (or cost of) the closing transaction and the Company’s basis in the contract. The Company may engage in futures contracts, forward contracts and swap contracts. These are described below: – Futures contracts Futures contracts are recorded on the trade date and are valued at the applicable close prices on the last business day of the period. The difference between the original contract amount and the fair value of the open futures position is reflected as financial assets and liabilities at fair value through profit or loss on the statement of financial position and as net unrealised gains/(loss) on financial assets and liabilities at fair value through profit or loss and foreign exchange in the statement of comprehensive income. Realised gains or losses are recognised on the closing or trade date of the contract and are included in revenue under net realised gain/(loss) on financial assets and liabilities at fair value through profit and loss in the statement of comprehensive income. – Forward currency contracts Forward currency contracts are recorded on the trade date and are valued at the applicable foreign exchange rates on the last business day of the period. The difference between the fair value of the original contract amount and the fair value of the open forward currency contract position is reflected as financial assets and liabilities at fair value through profit or loss on the statement of financial position and as net unrealised gain/(loss) on financial assets and liabilities at fair value through profit or loss and foreign exchange in the statement of comprehensive income. Realised gains or losses are recognised on the maturity or trade date of the contract and are included in net realised gain/(loss) on financial assets and liabilities at fair value through profit or loss in the statement of comprehensive income. – Swap contracts Swaps are contractual agreements between two parties to exchange streams of payments over time based on specified notional amounts. The Company’s main swap contracts consist of interest rate swaps and credit default swaps as detailed below. – Interest Rate Swaps Interest rate swaps relate to contracts taken out by the Company with major brokers in which the Company either receives or pays a floating rate of interest in return for paying or receiving, respectively, a fixed rate of interest. 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 these contracts, are recognised as net gains/(losses) on investments at fair value through profit or loss in the statement of comprehensive income. – Credit Default Swaps The Company may enter into credit default swaps for speculative purposes or to manage its exposure to certain sectors of the market or to reduce credit risk. The Company may enter into credit default swap agreements to provide a measure of protection against the default of an issuer (as buyer of protection) and/or gain credit exposure to an issuer to which it is not otherwise exposed (as seller of protection). Credit default swaps are agreements in which one party pays fixed periodic payments to a counterparty in consideration for a guarantee from the counterparty to make a specific payment should a negative credit event take place (e.g. default, bankruptcy or debt restructuring). The Company may either buy or sell (write) credit default swaps. If a credit event occurs, as a buyer, the 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 of an index or receive a net settlement of cash equal to the notional amount of the swap less the recovery value of the security or underlying securities comprising of an index. As a seller (writer), the 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 of an index or pay a net settlement of cash equal to the notional amount of the swap less the recovery value of the security or underlying securities comprising of an index. The periodic payments received or made by the Company are included in financial assets and liabilities at fair value through profit or loss and foreign exchange in the statement of comprehensive income. Swaps are marked-to-market daily and changes in value are recorded as unrealised appreciation/(depreciation). When the swap is terminated, the Company will record a realised gain/(loss) equal to the difference between the proceeds from (or cost of) the closing transaction and the 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 recognised in the statement of financial position. 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 unfavourable changes in interest rates and/or market values associated with these transactions.

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Man AHL Diversified Futures Ltd Notes to the financial statements (unaudited) (continued) For the period ended 31 March 2014

11

2. Summary of Significant Accounting Policies (continued)

i) Realised and Unrealised Gains and Losses All realised and unrealised gains and losses on investments and derivatives are recognised as net gain/(loss) on financial assets and liabilities at fair value through profit or loss in the statement of comprehensive income. The cost of securities sold is accounted for on a First In – First Out (“FIFO”) basis. The unrealised gain or loss on open derivative contracts is calculated as the difference between the contracted rate and the rate to close out the contract. Realised gains or losses include net gains on contracts which have been settled or offset by other contracts.

j) Functional and Presentational Currency The primary objective of the Company is to generate returns in United States dollars, its capital-raising currency. The liquidity of the Company is managed on a day-to-day basis in United States dollars in order to handle the issue and redemption of the Company’s Redeemable Participating Shares. The Company performance is also evaluated in United States dollars. Therefore, as United States dollars is considered as the currency that most faithfully represents the economic effects of the underlying transactions, events and conditions, the Company’s functional currency is United States dollars. The Directors have also chosen United States dollars as the presentational currency. k) Foreign Currency Transactions during the period denominated in foreign currencies have been translated at the rates of exchange ruling at the dates of transactions. For foreign currency transactions and foreign currency investments held at the period end, the resulting gains or losses are included in the net gain/(loss) on financial assets and liabilities at fair value through profit or loss in the statement of comprehensive income. Assets and liabilities denominated in foreign currencies are translated at the rates of exchange in effect at the date of the statement of financial position. l) Interest income and expense Interest income and expense are recognised in the statement of comprehensive income on an accruals basis, in line with the contractual terms. m) Other Expenses All expenses are recognised in the statement of comprehensive income on an accruals basis. n) Reclassification of Prior Period Comparative Figures Certain prior period comparatives have been reclassified to conform to the current period’s presentation. o) Redeemable Participating Shares Redeemable Participating Shares are redeemable at the Redeemable Participating Shareholder’s option. The Redeemable Participating Shares are carried at the redemption amount that is payable at the statement of financial position date if the Redeemable Participating Shareholders exercise their right to redeem their participating shares. p) Distributions It is not the intention of the Directors to make any distribution of net income by way of dividends. Net income will, therefore, effectively be represented in the value of the Redeemable Participating Shares. q) Reclassification of Prior Period Comparative Figures Certain prior period comparatives have been reclassified to conform to the current period’s presentation.

3. Interim Dividend The Directors of the Company chose not to distribute interim dividends and do not intend to do so.

4. Cash at Bank and Due from/(to) Brokers At period end amounts disclosed as Cash at bank and Cash with broker were held at Citibank N.A., Barclays Bank, Mizuho Bank, National Bank of Abu Dhabi, Commerzbank AG and BNP Paribas (the “Banks”), Deutsche Bank, J.P. Morgan, Royal Bank of Scotland, Merrill Lynch and Credit Suisse (the “Brokers”). Cash at bank in the statement of financial position comprises cash on hand, term deposits, demand deposits, short-term deposits in banks and short-term highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, with original maturities of three months or less. Cash with broker includes amounts transferred as collateral against open futures and forward contracts and other derivatives. Amounts receivable from short sales and collateral may be restricted in whole or in part until the related securities are purchased. To the extent that securities are purchased on margin, the margin debt may be secured on the related securities. The maturities of the term deposits held by the Company are listed below:

Counterparty Maturity dateCommerzbank AG 01 April 2014National Bank of Abu Dhabi 01 April 2014Barclays Bank 01 April 2014Mizuho Bank 01 April 2014

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Man AHL Diversified Futures Ltd Notes to the financial statements (unaudited) (continued) For the period ended 31 March 2014

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5. Financial Assets and Liabilities at Fair Value through Profit or Loss The following tables summarise financial assets and liabilities at fair value through profit or loss as at 31 March 2014 and 30 September 2013. The table also discloses the % of Net Assets for each derivative position and the notional amount at period/year end, with the exception of forward currency contracts, which are disclosed by the payable and receivable legs entered into by the Company.

Notional

31 March 2014

Fair ValueUSD

% of Net

Assets Notional

30 September 2013

Fair ValueUSD

% of Net

AssetsFinancial assets at fair value through profit or loss

Derivatives Commodity futures 193,153,353 6,506,460 1.66 156,837,385 6,295,922 1.37Foreign exchange futures - - - - 205,277 0.04Forward currency contracts 3,136,116,622 18,333,950 4.67 2,760,258,974 16,713,953 3.64Interest rate futures 1,844,798,994 4,988,152 1.27 2,453,949,712 6,146,005 1.34Index futures 232,083,145 2,812,701 0.72 536,367,420 2,047,733 0.45Commodity forwards 36,341,162 438,755 0.11 29,531,603 406,209 0.09Credit default swaps 1,699,542,500 77,562,406 19.78 281,127,000 19,097,884 4.16Interest rate swaps 3,513,063,164 37,289,347 9.51 3,925,679,071 40,028,634 8.72Total derivatives 10,655,098,940 147,931,771 37.72 10,143,751,165 90,941,617 19.81

Total financial assets at fair value through profit or loss 10,655,098,940 147,931,771 37.72 10,143,751,165 90,941,617 19.81

Notional

31 March 2014

Fair ValueUSD

% of Net

Assets Notional

30 September 2013

Fair ValueUSD

% of Net

AssetsFinancial liabilities at fair value through profit or loss

Derivatives Commodity futures (162,929,293) (3,954,574) (1.01) (220,680,732) (4,180,047) (0.91)Foreign exchange futures (14,846,990) (86,943) (0.03) (16,466,215) (7,880) -Forward currency contracts (3,134,703,465) (16,920,792) (4.31) (2,768,003,199) (24,458,178) (5.32)Interest rate futures (776,739,104) (2,370,962) (0.60) (550,105,165) (3,110,889) (0.68)Index futures (45,977,801) (1,591,052) (0.41) (17,199,993) (4,593,242) (1.00)Commodity forwards (36,693,312) (790,905) (0.20) (29,656,346) (530,952) (0.12)Credit default swaps (2,062,909,000) (68,318,171) (17.42) (851,646,999) (11,914,479) (2.60)Interest rate swaps (4,075,115,797) (44,957,442) (11.46) (4,013,733,028) (52,240,546) (11.38)Total derivatives (10,309,914,762) (138,990,841) (35.44) (8,467,491,677) (101,036,213) (22.01)

Total financial liabilities at fair value through profit or loss (10,309,914,762) (138,990,841) (35.44) (8,467,491,677) (101,036,213) (22.01) The Company invests in a range of derivative securities, as detailed above. The derivatives are cleared through the following brokers, who are situated in the following countries; Deutsche Bank, England, J.P. Morgan Chase Bank, Scotland, The Royal Bank of Scotland plc, Scotland and Credit Suisse, Australia. The Company’s Swap notional amounts should be reviewed on a net basis. The Company’s Foreign exchange futures held at 30 September 2013 consisted only of short positions which have been split by Market Value gain or loss in the above table.

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Man AHL Diversified Futures Ltd Notes to the financial statements (unaudited) (continued) For the period ended 31 March 2014

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5. Financial Assets and Liabilities at Fair Value through Profit or Loss (continued) The following table details the movements in notional values of the portfolio since the end of the preceding accounting period.

Opening Net Additions/Realisations ClosingFinancial assets at fair value through profit or loss

Commodity futures 156,837,385 36,315,968 193,153,353 Forward currency contracts 2,760,258,974 375,857,648 3,136,116,622 Interest rate futures 2,453,949,712 (609,150,718) 1,844,798,994Index futures 536,367,420 (304,284,275) 232,083,145 Commodity forwards 29,531,603 6,809,559 36,341,162 Credit default swaps 281,127,000 1,418,415,500 1,699,542,500Interest rate swaps 3,925,679,071 (412,615,907) 3,513,063,164

Total 10,143,751,165 511,347,775 10,655,098,940

Opening Net Additions/Realisations ClosingFinancial liabilities at fair value through profit or loss

Commodity futures (220,680,732) 57,751,439 (162,929,293)Foreign exchange futures (16,466,215) 1,619,225 (14,846,990)Forward currency contracts (2,768,003,199) (366,700,266) (3,134,703,465)Interest rate futures (550,105,165) (226,633,939) (776,739,104)Index futures (17,199,993) (28,777,808) (45,977,801)Commodity forwards (29,656,346) (7,036,966) (36,693,312)Credit default swaps (851,646,999) (1,211,262,001) (2,062,909,000)Interest rate swaps (4,013,733,028) (61,382,769) (4,075,115,797)Total (8,467,491,677) (1,842,423,085) (10,309,914,762) Derivative financial instruments The Company trades derivative financial instruments, including futures, swaps and currencies whose values are based upon an underlying asset, index, currency or interest rate. The net unrealised gains or losses, rather than contract or notional amounts, represent the Company’s approximate future cash flows from trading activities. Forward contracts As part of its portfolio management techniques, the Company may use forward contracts to economically hedge its non-functional currency liability to Redeemable Participating Shareholders (although formal hedge accounting is not used). The Company may also use forward contracts for speculative trading purposes. Forward contracts entered into by the Company represent a firm commitment to buy or sell an underlying asset, or currency at a specified value and point in time based upon an agreed or contracted quantity. The realised/unrealised gain or loss is equal to the difference between the value of the contract at the commencement and the value of the contract at settlement date/period end date and are included in the statement of comprehensive income. Futures contracts The Company may use exchange-traded futures for speculative trading purposes or to maintain the appropriate exposure to stock markets in accordance with the Investment Manager’s recommended overall asset allocation. Futures are contracts for delayed delivery of commodities, securities or money market instruments in which the seller agrees to make delivery at a specified future date of a specified commodity or instrument, at a specified price or yield. Gains and losses on futures are recorded by the Company based upon market fluctuations and are recorded as net gain/(loss) on financial assets and liabilities at fair value through profit or loss in the statement of comprehensive income. Swap contracts At 31 March 2014, the Company was exposed, via its investments in IRS and CDS swap contracts, to the underlying positions representing financial instruments for which notional amounts are summarised on page 12. Fair value of financial instruments The Company classifies fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in determining the measurements in line with IFRS 13. The fair value hierarchy has the following levels:

Level 1 - Quoted market price in an active market for an identical instrument. Level 2 - Valuation techniques based on observable inputs. This category includes instruments valued using: quoted market prices in

active markets for similar instruments; quoted prices for similar instruments in markets that are considered less than active; or other valuation techniques where all significant inputs are directly or indirectly observable from market data.

Level 3 - Valuation techniques using significant unobservable inputs. This category includes all instruments where the valuation technique includes inputs not based on observable data and the unobservable inputs could have a significant impact on the instrument's valuation. This category includes instruments that are valued based on quoted prices for similar instruments where significant unobservable adjustments or assumptions are required to reflect differences between the instruments.

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5. Financial Assets and Liabilities at Fair Value through Profit or Loss (continued) When fair values of listed equity and debt securities at the reporting date, as well as, publicly traded derivatives, are based on quoted market prices or binding dealer price quotations, without any deduction for transaction costs, the instruments are included within Level 1 of the hierarchy. For all other financial instruments, fair value is determined using valuation techniques. Valuation techniques include net present value techniques, comparison to similar instruments for which market observable prices exist, options pricing models and other relevant valuation models. The Company uses widely recognised valuation models for determining fair values of over-the-counter derivatives. For these financial instruments, inputs into models are market observable and are, therefore, included within Level 2. The Company has no Level 3 financial instruments. The following tables analyse the fair value hierarchy of the Company’s financial assets and liabilities measured at fair value at 31 March 2014 and 30 September 2013: As at 31 March 2014

Level 1USD

Level 2USD

Level 3

USD

TotalFair Value

USDFinancial assets at fair value through profit or loss

Derivatives Commodity futures 6,506,460 - - 6,506,460 Forward currency contracts - 18,333,950 - 18,333,950 Interest rate futures 4,988,152 - - 4,988,152 Index futures 2,812,701 - - 2,812,701 Commodity forwards - 438,755 - 438,755 Credit default swaps - 77,562,406 - 77,562,406 Index futures - 37,289,347 - 37,289,347 Total derivatives 14,307,313 133,624,458 - 147,931,771

Total financial assets at fair value through profit or loss 14,307,313 133,624,458 - 147,931,771

Level 1USD

Level 2USD

Level 3

USD

TotalFair Value

USDFinancial liabilities at fair value through profit or loss

Derivatives Commodity futures (3,954,574) - - (3,954,574)Foreign exchange futures (86,943) - - (86,943)Forward currency contracts - (16,920,792) - (16,920,792)Interest rate futures (2,370,962) - - (2,370,962)Index futures (1,591,052) - - (1,591,052)Commodity forwards - (790,905) - (790,905)Credit default swaps - (68,318,171) - (68,318,171)Interest rate swaps - (44,957,442) - (44,957,442)Total derivatives (8,003,531) (130,987,310) - (138,990,841)

Total financial liabilities at fair value through profit or loss (8,003,531) (130,987,310) - (138,990,841) Investments are reviewed at each financial reporting point to ensure that they are correctly classified between level 1, 2 and 3 in accordance with the fair value hierarchy outlined above. Where an investment’s characteristics change during the year and investments no longer meet the criteria of a given level, they are transferred into a more appropriate level at the end of relevant financial reporting period. For the period ended 31 March 2014, there were no transfers between levels.

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Man AHL Diversified Futures Ltd Notes to the financial statements (unaudited) (continued) For the period ended 31 March 2014

15

5. Financial Assets and Liabilities at Fair Value through Profit or Loss (continued)

Fair value of financial instruments (continued) As at 30 September 2013

Level 1USD

Level 2USD

Level 3

USD

TotalFair Value

USDFinancial assets at fair value through profit or loss

Derivatives Commodity futures 6,295,922 - - 6,295,922Foreign exchange futures 205,277 - - 205,277Forward currency contracts - 16,713,953 - 16,713,953Interest rate futures 6,146,005 - - 6,146,005Index futures 2,047,733 - - 2,047,733Commodity forwards - 406,209 - 406,209Credit default swaps - 19,097,884 - 19,097,884Interest rate swaps - 40,028,634 - 40,028,634Total derivatives 14,694,937 76,246,680 - 90,941,617

Total financial assets at fair value through profit or loss 14,694,937 76,246,680 - 90,941,617

Level 1USD

Level 2USD

Level 3

USD

TotalFair Value

USDFinancial liabilities at fair value through profit or loss

Derivatives Commodity futures (4,180,047) - - (4,180,047)Foreign exchange futures (7,880) - - (7,880)Forward currency contracts - (24,458,178) - (24,458,178)Interest rate futures (3,110,889) - - (3,110,889)Index futures (4,593,242) - - (4,593,242)Commodity forwards - (530,952) - (530,952)Credit default swaps - (11,914,479) - (11,914,479)Interest rate swaps - (52,240,546) - (52,240,546)Total derivatives (11,892,058) (89,144,155) - (101,036,213)

Total financial liabilities at fair value through profit or loss (11,892,058) (89,144,155) - (101,036,213)

The financial instruments not measured at fair value through profit or loss are short term financial assets and liabilities whose carrying amounts approximate fair value and have been classed as Level 2 as at 31 March 2014 and 30 September 2013.

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Man AHL Diversified Futures Ltd Notes to the financial statements (unaudited) (continued) For the period ended 31 March 2014

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6. Offsetting Financial Assets and Financial Liabilities As at 31 March 2014, no financial instruments of the Company are being presented net within the statement of financial position of the Company. The following tables provide information on the financial impact of netting for instruments subject to an enforceable master netting arrangement or similar agreement in the event of default as defined under such agreements. The following table summarises the net financial assets per counterparty as at 31 March 2014: Offsetting of Financial Assets, Derivatives Assets and Collateral pledged by counterparty

(i)

(ii) (iii)=(i)-(ii)

Gross assets not offset in the statement of

financial position

Counterparty

Net Amounts of Assets in the

Statement of Financial Position

USD

Financial Instruments

USD

Cash Collateral Received

USD Net Amount

USDDeutsche Bank AG 15,645,927 9,934,310 - 5,711,617Royal Bank of Scotland plc 65,395,989 52,734,830 - 12,661,159Credit Suisse AG 86,787,623 54,127,637 - 32,659,986JP Morgan Chase Bank NA 41,301,215 17,716,260 4,914,957 18,669,998Merrill Lynch & Co., Inc 4,052,383 1,082,721 - 2,969,662 Total 213,183,137 135,595,758 4,914,957 72,672,422 The following table summarises the net financial liabilities per counterparty as at 31 March 2014:

Offsetting of Financial Liabilities, Derivatives Liabilities and Collateral pledged by counterparty (i) (ii) (iii)=(i)-(ii)

Gross liabilities not offset in the statement

of financial position

Counterparty

Net Amounts of Liabilities in the

Statement of Financial Position

USD

Financial Instruments

USD

Cash Collateral Pledged

USD Net Amount

USD

Deutsche Bank AG 9,934,310 9,934,310 - -Royal Bank of Scotland plc 52,734,830 52,734,830 - -

Credit Suisse AG 54,127,637 54,127,637 - -JP Morgan Chase Bank NA 22,631,217 22,631,217 - -

Merrill Lynch & Co., Inc 1,082,721 1,082,721 - -

Total 140,510,715 140,510,715 - -

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Man AHL Diversified Futures Ltd Notes to the financial statements (unaudited) (continued) For the period ended 31 March 2014

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6. Offsetting Financial Assets and Financial Liabilities (continued)

The following table summarises the net financial assets per counterparty as at 30 September 2013: Offsetting of Financial Assets, Derivatives Assets and Collateral pledged by counterparty

(i) (ii) (iii)=(i)-(ii)

Gross assets not offset in the statement of financial position

Counterparty

Net Amounts of Assets in the Statement of

Financial PositionUSD

Financial Instruments

USD

Cash Collateral Received

USD Net Amount

USD

Deutsche Bank AG 18,154,892 11,134,558 - 7,020,334

Royal Bank of Scotland plc 80,572,067 66,095,118 - 14,476,949

Credit Suisse AG 57,629,873 15,265,230 - 42,364,643

JP Morgan Chase Bank NA 39,235,537 1,710,588 8,034,068 29,490,881

Merrill Lynch & Co., Inc 5,412,646 1,003,210 - 4,409,436 Total 201,005,015 95,208,704 8,034,068 97,762,243 The following table summarises the net financial liabilities per counterparty as at 30 September 2013: Offsetting of Financial Liabilities, Derivatives Liabilities and Collateral pledged by counterparty

(i) (ii) (iii)=(i)-(ii)

Gross liabilities not offset in the statement of financial position

Counterparty

Net Amounts of Liabilities in the

Statement of Financial Position

USD

Financial Instruments

USD

Cash Collateral Pledged

USD Net Amount

USDDeutsche Bank AG 11,134,558 11,134,558 - -Royal Bank of Scotland plc 66,095,118 66,095,118 - -Credit Suisse AG 15,265,230 15,265,230 - -JP Morgan Chase Bank NA 9,744,656 9,744,656 - -Merrill Lynch & Co., Inc 1,003,210 1,003,210 - - Total 103,242,772 103,242,772 - -

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Man AHL Diversified Futures Ltd Notes to the financial statements (unaudited) (continued) For the period ended 31 March 2014

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7. Net Gain/(Loss) on Financial Assets and Liabilities at Fair Value through Profit or Loss

31 March 31 March

2014 USD

2013USD

Realised and unrealised gain/(loss) on investments

Net realised (loss)/gain on investments (3,875,858) 18,304,447Net realised currency gain on cash 2,085,335 1,031,214Total net realised (loss)/gain (1,790,523) 19,335,661

Movement in net unrealised gain/(loss) on investments 24,260,333 (378,129)Movement in net unrealised currency (loss) (1,347,953) (1,895,236)Total net movement in unrealised gain/(loss) 22,912,380 (2,273,365)

Net gain on financial assets and liabilities at fair value through profit or loss 21,121,857 17,062,296

Total realised and unrealised gain on investments 20,384,475 17,926,318Total realised and unrealised currency (loss)/gain 737,382 (864,022)

8. Connected Person Transactions

Parties are considered to be connected if one party has the ability to control the other party or exercise significant influence over the other party in making financial or operational decisions.

Master Multi-Product Holdings Ltd, a Bermuda incorporated company with directors in common with the Company, is a connected party through its 100% holding of the Management Shares in the Company. Master Multi-Product Holdings Ltd is itself owned by Codan Trust Company Limited in its capacity as trustee of the Master Multi-Product Purpose Trust, a special purpose trust formed under the laws of Bermuda. The immediate controlling party of the Company is therefore Master Multi-Product Holdings Ltd. Man Investments Limited is a connected party as it is the Investment Manager of the Company. Man Investments Limited is a subsidiary of Man Group plc and therefore all subsidiaries of Man Group plc are also connected parties. During the period, the Company has transacted with the following subsidiaries of Man Group plc: Man Investments AG. Man Investments (Hong Kong) Limited Conyers Dill & Pearman Limited is a connected party as Dawn C Griffiths is a director of the Company and a partner of the law firm. The following transactions, which were entered into in the ordinary course of business and on normal commercial terms took place between the Company and its connected parties:

For the period ended 31 March 2014 Connected party

Type of fee

Total Fees USD

Fees payable at 31 March 2014

USD

Man Investments AG Introducing broker fees 2,152,161 337,431 Man Investments AG Management and incentive fees 6,456,484 1,012,266 Man Investments (Hong Kong) Limited Hong Kong representative fees - 5,000 Man Investments AG Service Manager and Administration fees 630,030 547,113

For the period ended 31 March 2013 Connected party

Type of fee

Total Fees USD

Fees payable at 31 March 2013

USD

Directors Directors’ fees - 3,365Man Investments AG Introducing broker fees 3,226,776 468,120Man Investments AG Management and incentive fees 9,611,384 1,404,359Man Investments (Hong Kong) Limited Hong Kong representative fees - 3,154Man Investments AG Service Manager and Administration fees 924,336 470,439

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Man AHL Diversified Futures Ltd Notes to the financial statements (unaudited) (continued) For the period ended 31 March 2014

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9. Events during the Period A supplement to the Prospectus was issued on 7 November 2013.

10. Subsequent Events Subsequent to the period end subscriptions of USD 2,039,270 and redemptions of USD 15,330,404 were applied to the Company, up to 15 May 2014. There were no other significant events since the period end.

11. Contingent Liabilities and Commitments There were no contingent liabilities or commitments as at 31 March 2014 (2013: none).

12. Soft Commission Arrangements There were no soft commission arrangements in place during the period.