PART I

Item 1.    Business

(a)    General development of business

Man-AHL Diversified I L.P., a Delaware limited partnership (the “Partnership”), was organized in September 1997 under the Delaware Revised Uniform Limited Partnership Act and commenced trading operations on April 3, 1998, for the purpose of engaging in the speculative trading of physical commodities, futures and forward contracts and related instruments. The Partnership was formerly named AHL Diversified (USA) L.P., but was renamed in February 2002. The Partnership is a “feeder” fund in a “master-feeder” structure, whereby the Partnership invests substantially all of its assets in Man AHL Diversified Trading Company L.P. (the “Trading Company”). AHL Partners LLP (the “Trading Advisor”), a United Kingdom limited liability partnership, is the Partnership’s and the Trading Company’s trading advisor. The Trading Advisor also serves as the Partnership’s commodity pool operator. Man Investments (USA) Corp. (the “General Partner”), a Delaware corporation, is the Partnership’s general partner. The Trading Advisor is an affiliate of the General Partner. Man Investments Limited, a United Kingdom private limited company, that is part of Man Group plc (“Man Group”), is the managing member of the Trading Advisor, and Man Investments Holdings Inc., a Delaware corporation that is part of Man Group, is the sole shareholder of the General Partner.

On January 28, 2008, the Partnership filed a registration statement under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). The registration statement, which was subsequently amended, became effective on or about March 28, 2008. The Partnership offers two classes of units of limited partnership interest in the Partnership (“Units”): Class A Units are generally offered; Class B Units are offered to employee benefit plans, IRAs and other retirement plans and accounts. The two Classes of Units are identical to each other except that Class B Units may be purchased, transferred, held and redeemed in a minimum amount of $10,000. On April 1, 2009, the Partnership added two new series of Units: Class A Series 2 Units (“Class A-2”) and Class B Series 2 Units (“Class B-2”). Except as described in section (c) below, Class A-2 and Class B-2 units are identical to Class A and B units, respectfully. Class B-2 units are no longer being offered by the Partnership.

Although the Partnership uses the term “class” to distinguish between certain interests in the Partnership, the Partnership does not believe that the differences between such interests are sufficient to make them separate “classes” under Section 12(g) of the Exchange Act, as all of the interests in the Partnership, regardless of “class,” are of substantially similar character and the holders of which enjoy substantially similar rights and privileges. The holders of interests in the Partnership (regardless of “class”) share pro rata in the Partnership’s profits and losses, enjoying no preferences over one another during the life of the Partnership or upon dissolution and otherwise have identical rights under the Partnership’s Limited Partnership Agreement, as amended or supplemented from time to time (the “Limited Partnership Agreement”). The only differences among the “classes” relate to fees and minimum investment.

The General Partner became the general partner of the Partnership as of April 1, 2005 when Man-AHL (USA) Corp., the Partnership’s original general partner and trading advisor (“Man-AHL”), appointed it as such. In addition to the appointment of the General Partner, Man-AHL appointed Man-AHL (USA) Limited to serve as the trading advisor to the Partnership commencing as of April 1, 2005. Following the appointments of the General Partner as a general partner and Man-AHL (USA) Limited as the trading advisor, Man-AHL resigned as a general partner and trading advisor of the Partnership. The General Partner agreed to continue the Partnership without interruption or change. On June 1, 2014, the General Partner appointed the Trading Advisor as trading advisor of the Partnership, and Man-AHL (USA) Limited resigned as trading advisor. The Trading Advisor implements the same trading program and employs substantively the same personnel as did Man-AHL (USA) Limited. The General Partner controls and manages the business of the Partnership, but has otherwise delegated its investment management authority and commodity pool operator responsibilities with respect to the Partnership to the Trading Advisor. Purchasers of Units, as the Partnership’s “Limited Partners,” have no right to participate in management or control of the Partnership. The offices of the Partnership, where its books and records are kept, are located at the office of the General Partner: 1345 Avenue of the Americas., Floor 21, New York, NY, 10105; telephone (212) 649-6600.

(c)    Narrative description of business

The Partnership engages in speculative trading, directly and indirectly, of physical commodities, futures contracts, spot and forward contracts, swaps and options on the foregoing, exchanges of futures for physical transactions and other investments on domestic and international exchanges and markets (including the interbank and over-the-counter (“OTC”) markets). The Partnership’s indirect investments will be made through an investment in the Trading Company, pursuant to the trading strategies employed by the Trading Advisor. The Partnership invests substantially all of its assets in the Trading Company.

The investment objective of the AHL Diversified Program is to deliver capital growth for commensurate levels of volatility over the medium term, independent of the movement of the stock and bond markets, through the speculative trading, directly and

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indirectly, of futures, options and forward contracts, swaps and other financial derivatives both on and off exchange. The AHL Diversified Program trades globally in several market sectors, including without limitation, currencies, bonds, energies, stock indices, interest rates, credit, metals, agriculturals and volatility. In the future, the AHL Diversified Program may, to a limited extent, invest in stocks.

The AHL Diversified Program employs a systematic, statistically based investment strategy that is designed to identify and capitalize on trends and other inefficiencies in markets around the world. Trading signals are generated and executed via a finely tuned trading and implementation infrastructure. This process is quantitative, meaning that investment decisions are entirely driven by mathematical models based on quantitative analysis of historical relationships. It is underpinned by rigorous risk control, ongoing research, diversification and the constant quest for efficiency. Trading takes place around-the-clock and real-time price information is used to respond to price moves across a diverse range of global markets.

As well as emphasizing sector and market diversification, the AHL Diversified Program has been constructed to achieve diversification by combining various investment strategies. The AHL Diversified Program invests in a diversified portfolio of instruments which may include futures, options and forward contracts, swaps and other financial derivatives both on and off exchange. The AHL Diversified Program trades a broad range of markets and these markets may be accessed directly or indirectly and include, without limitation, stock indices, bonds, currencies, short-term interest rates, energies, credits, metals, agriculturals and volatility.

Another important aspect of diversification is the fact that the models generate signals across different timeframes, ranging from intra-day to several months. In line with the principle of diversification, the approach to portfolio construction and asset allocation is premised on the importance of deploying investment capital across the full range of sectors and markets. Particular attention is paid to correlation of markets and sectors, expected returns, trading costs and market liquidity. Portfolios are regularly reviewed and, when necessary, adjusted to reflect changes in these factors. The Trading Advisor also has a systematic process for adjusting market risk exposure in real time to reflect changes in the volatility of individual markets.

The AHL Diversified Program uses margin and considerable leverage to reach model allocations.

The AHL Diversified Program is supported by a dedicated investment team, focused on the continual refinement of its trading models as well as the identification of new opportunities. These are gradually introduced into the AHL Diversified Program following extensive research and testing. The number and diversity of markets and strategies traded directly or indirectly by the AHL Diversified Program are therefore likely to continue to expand over time. It should also be noted that the implementation of the AHL Diversified Program by the Trading Company may differ from the way in which the AHL Diversified Program is implemented by other investment products managed by entities within the Man Group. These differences generally include, among other things, differences in the types of financial instruments, markets and asset classes traded which arise out of legal structuring, applicable law and other restrictions and/or considerations with respect to such investment products.

The Trading Advisor is paid a monthly management fee, payable in arrears, in an amount equal to 1/6th of 1% of the month-end Net Asset Value of the Partnership (as defined in the Limited Partnership Agreement) whether or not the Partnership is profitable (approximately 2% annually). The General Partner is paid a monthly general partner administrative fee in an amount equal to 1/12th of 1% of the month-end Net Asset Value of the Partnership whether or not the Partnership is profitable (approximately 1% annually) in respect to Class A and Class B units. The Trading Advisor may pay a portion of its management fee to the General Partner, and the General Partner may share a portion of its administrative fee with the Placement Agent (as defined below).

The Partnership will pay the Trading Advisor an incentive fee equal to 20% of the Net New Appreciation (as defined in the Limited Partnership Agreement), if any, achieved by the Partnership as of the end of such calendar month. Net New Appreciation achieved during a calendar month means the excess, if any, of (a) the Net Asset Value of the Partnership as of the end of a calendar month (without reduction for any incentive fees accrued or paid to the Trading Advisor for the calendar month or for any redemptions or distributions effected during or as of the end of such calendar month and without increase for any additional capital contributions effected during or as of the end of such calendar month) over (b) the Net Asset Value of the Partnership as of the end of the most recent prior calendar month for which an incentive fee was accrued or paid to the Trading Advisor, with clause (b) reduced by the amount of the incentive fee accrued or paid for such prior calendar month and also reduced by any redemptions or distributions, and increased by any contributions, effected as of or subsequent to the end of such prior calendar month through the first day of the calendar month referred to in clause (a), above.

Man Investments Inc., an affiliate of the General Partner and Trading Advisor, is the lead placement agent for the Partnership (the “Placement Agent”). In connection with various services provided by the Placement Agent to the Partnership related to the offer and sale of interests in the Partnership and the ongoing servicing of its investors, the Partnership will pay the Placement Agent a servicing fee equal to, in respect to Class A-1 Units and Class B-1 Units, 1/12th of 1% of the month-end Net Asset Value of such Units (approximately 1% annually), and in respect of Class A-2 Units and Class B-2 Units, 1/12th of 0.75% of the

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month-end Net Asset Value of such Units (approximately 0.75% annually), whether or not the Partnership is profitable as of the end of each month. The Placement Agent may pass all or a portion of the servicing fee on to certain other selling and services agents. In addition, Units purchased through such selling and services agents may be subject to the payment of an additional upfront selling commission of up to 3% of the purchase price of the Units.

The Partnership’s organizational and initial offering fees and expenses were paid by the Partnership and have been completely amortized. The Partnership pays all of its expenses incurred in the ordinary course of its business. The Partnership also pays its extraordinary expenses, if any.

The Trading Company utilizes a number of brokers in the performance of its trading activities. Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, BofA Securities, Inc. and Barclays Capital Inc. serve as the Trading Company’s futures brokers; Natwest Markets plc, HSBC Bank PLC and Citibank, N.A. London Branch serve as the Trading Company’s foreign exchange prime brokers; J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC, Credit Suisse Securities (USA) LLC and Barclays Capital Inc. act as the clearing members for centrally cleared credit default swap index transactions engaged in by the Trading Company; and the Trading Company conducts certain OTC interest rate swap trading through J.P. Morgan Chase Bank N.A. (collectively, the “Brokers”). The Partnership is charged brokerage commissions at institutional rates, inclusive of all applicable National Futures Association (the “NFA”), exchange, clearing and other transaction fees. In connection with trading spot and forward contracts in the interbank foreign currency markets, the Partnership pays clearing fees of between $3.25 and $4.00 per transaction as well as dealer profits, which cannot be quantified, embedded in dealer quotes.

The Partnership invests substantially all of its assets in the Trading Company. All of the Trading Company’s assets will be held in cash or United States (“U.S.”) government securities in accounts in the name of the Trading Company at the Brokers or a bank, which currently is The Bank of New York Mellon, and in order to conduct futures trading activities, will be transferred, as necessary, into segregated accounts at the Brokers. Approximately 10% to 40% of the Trading Company’s assets will be committed as margin for derivative positions. The Brokers may receive compensating balance treatment and excess interest income on the Partnership’s assets, through the Trading Company, held at the Brokers in the form of cash.

The Trading Company engages in trading on non-U.S. exchanges and markets. In connection with trading on non-U.S. exchanges and markets, the brokers may either maintain Trading Company assets in accordance with the requirements of the Commodity Futures Trading Commission (the “CFTC”) Rule 30.7 or may redeposit Trading Company assets with non-U.S. banks and brokers which may not be subject to regulatory schemes comparable to those applicable to the Brokers.

Regulation

Under the Commodity Exchange Act, as amended (the “CEA”), commodity exchanges and trading in futures and swaps (as defined in the CEA) are subject to regulation by the CFTC. The NFA, a “registered futures association” under the CEA, is the only non-exchange self-regulatory organization for futures industry professionals. The CFTC has delegated to the NFA responsibility for the registration of “commodity trading advisors,” “commodity pool operators,” “futures commission merchants,” “swap dealers,” “introducing brokers” and their respective associated persons and “floor brokers” and “floor traders.” The CEA requires commodity pool operators and commodity trading advisors, such as the General Partner and Trading Advisor, respectively, and commodity brokers, swap dealers, or futures commission merchants to be registered and to comply with various reporting and record keeping requirements. The CFTC may suspend a commodity pool operator’s or trading advisor’s registration if it finds that its trading practices tend to disrupt orderly market conditions or in certain other situations. In the event that the registration of the Trading Advisor as a commodity pool operator or commodity trading advisor were terminated or suspended, the Trading Advisor would be unable to fulfill its obligations as the Partnership’s commodity pool operator or implement the AHL Diversified Program on behalf of the Partnership. Should the Trading Advisor’s registrations be suspended, termination of the Partnership might result.

In addition to such registration requirements, the CFTC and certain commodity exchanges have established limits on the maximum net long or net short position which any person may hold or control in particular commodities. Most exchanges also limit the changes in futures contract prices that may occur during a single trading day.

Item 1A.    Risk Factors.

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

General. The transactions in which the Trading Advisor generally will engage on behalf of the Partnership involve significant risks. Growing competition may limit the Trading Advisor’s ability to take advantage of trading opportunities in rapidly changing markets. No assurance can be given that investors will realize a profit on their investment. Moreover, investors may lose all or

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some of their investment. Because of the nature of the trading activities, the results of the Partnership’s operations may fluctuate from month to month and from period to period. Accordingly, investors should understand that the results of a particular period will not necessarily be indicative of results in future periods.

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

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

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

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

Options trading may be restricted in the event that trading in the underlying instrument becomes restricted. Options trading also may be illiquid at times regardless of the condition of the market in the underlying instrument. In either event, it will be difficult for the Trading Advisor to realize gains or limit losses on option positions by offsetting them or to change positions in the market.

Trading in OTC derivative instruments is conducted with individual counterparties rather than on organized exchanges. There have been periods during which forward and swap contract dealers have refused to quote prices for forward and swap contracts or have quoted prices with an unusually wide spread between the bid and asked price.

Speculative Position Limits May Restrict Futures Trading. Speculative position limits prescribe the maximum net long or short futures contract and options positions which any person or group may hold or control in particular futures contracts. All futures contracts and options on futures contracts traded on commodity exchanges located in the United States, with the exception of contracts on certain major non-U.S. currencies, are subject to speculative position limits established either by the CFTC or the relevant exchange.

All trading accounts owned or managed by the Trading Advisor and its principals will be combined for the purposes of speculative position limits. Such limits could adversely affect the profitability of the Trading Company and, consequently, of the Partnership. For example, the Trading Advisor could be required to liquidate futures positions at an unfavorable time in order to comply with such limits. However, the Trading Advisor does not believe that existing speculative position limits will materially adversely affect its ability to manage the Trading Company’s account.

Cash Flow. Futures contract gains and losses are marked-to-market daily for purposes of determining margin requirements. Option positions generally are not, although short option positions will require additional margin if the market moves against the position. Due to these differences in margin treatment between futures and options, there may be periods in which positions on both sides must be closed down prematurely due to short-term cash flow needs. If this were to occur during an adverse move in a spread or straddle relationship, a substantial loss could occur.

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Decisions Based on Trends and Technical Analysis. The trading decisions of the Trading Advisor will be based in part on trading strategies which utilize mathematical analyses of technical factors relating to past market performance. The buy and sell signals generated by a technical, trend-following trading strategy are based upon a study of actual daily, weekly and monthly price fluctuations, volume variations and changes in open interest in the markets. The profitability of any technical, trend-following trading strategy depends upon the occurrence in the future of significant, sustained price moves in some of the markets traded. The Trading Company and, consequently, the Partnership may incur substantial trading losses:

In the past there have been prolonged periods without sustained price moves in various markets. Presumably, such periods will recur. A series of volatile reverses in price trends may generate repeated entry and exit signals in trend-following systems, resulting in unprofitable transactions and increased brokerage commission expenses. Technical, trend-following trading systems are used by many other traders. At times, the use of such systems may:

Model and Data Risk. The Trading Advisor relies heavily on proprietary mathematical quantitative models (each a “Model” and collectively, “Models”) and data developed both by the Trading Advisor and those supplied by third parties (collectively, “Data”) rather than granting trade-by-trade discretion to the Trading Advisor’s investment professionals. In combination, Models and Data are used to construct investment decisions, to value both current and potential investments (including, without limitation, for trading purposes, and for the purposes of determining the Net Asset Value of the Partnership), to provide risk management insights and to assist in hedging the Partnership’s positions and investments. Models and Data are known to have errors, omissions, imperfections and malfunctions (collectively, “System Events”).

The Trading Advisor seeks to reduce the incidence and impact of System Events, to the extent feasible, through a combination of internal testing, simulation, real-time monitoring and the use of independent safeguards in the overall portfolio management process, often in the software code itself. Despite such testing, monitoring and independent safeguards, System Events will result in, among other things, the execution of unanticipated trades, the failure to execute anticipated trades, delays in the execution of anticipated trades, the failure to properly allocate trades, the failure to properly gather and organize available data, the failure to take certain hedging or risk reducing actions and/or the taking of actions which increase certain risk(s)—all of which may have materially adverse effects on the Partnership. System Events in third-party provided Data is generally entirely outside of the control of the Trading Advisor.

The research and modeling processes engaged in by the Trading Advisor on behalf of its managed funds is extremely complex and involves the use of financial, economic, econometric and statistical theories, research and modeling; the results of this investment approach must then be translated into computer code. Although the Trading Advisor seeks to hire individuals skilled in each of these functions and to provide appropriate levels of oversight and employ other mitigating measures and processes, the complexity of the individual tasks, the difficulty of integrating such tasks, and the limited ability to perform “real world” testing of the end product, even with simulations and similar methodologies, raise the chances that Model code may contain one or more coding errors, thus potentially resulting in a System Event and further, one or more of such coding errors could adversely affect the Partnership’s investment performance.

The investment strategies of the Trading Advisor are highly reliant on the gathering, cleaning, culling and performing of analysis of large amounts of Data. Accordingly, Models rely heavily on appropriate Data inputs. However, it is impossible and impracticable to factor all relevant, available Data into forecasts, investment decisions and other parameters of the Models. The Trading Advisor will use its discretion to determine what Data to gather with respect to each investment strategy and what subset of that Data the Models take into account to produce forecasts which may have an impact on ultimate investment decisions. In addition, due to the automated nature of Data gathering, the volume and depth of Data available, the complexity and often manual nature of Data cleaning, and the fact that the substantial majority of Data comes from third-party sources, it is

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inevitable that not all desired and/or relevant Data will be available to, or processed by, the Trading Advisor at all times. Irrespective of the merit, value and/or strength of a particular Model, it will not perform as designed if incorrect Data is fed into it which may lead to a System Event potentially subjecting the Partnership to a loss. Further, even if Data is input correctly, “model prices” anticipated by the Data through the Models may differ substantially from market prices, especially for financial instruments with complex characteristics, such as derivatives, in which the Partnership may invest.

Where incorrect or incomplete Data is available, the Trading Advisor may, and often will, continue to generate forecasts and make investment decisions based on the Data available to it. Additionally, the Trading Advisor may determine that certain available Data, while potentially useful in generating forecasts and/or making investment decisions, is not cost effective to gather due to, among other factors, the technology costs or third-party vendor costs and, in such cases, the Trading Advisor will not utilize such Data. The Trading Advisor has full discretion to select the Data it utilizes. The Trading Advisor may elect to use or may refrain from using any specific Data or type of Data in generating forecasts or making trading decisions with respect to the Models. The Data utilized in generating forecasts or making trading decisions underlying the Models may not be (i) the most accurate data available or (ii) free of errors. The Data set used in connection with the Models is limited. The foregoing risks associated with gathering, cleaning, culling and analysis of large amounts of Data are an inherent part of investing with a quantitative, process-driven, systematic adviser such as the Trading Advisor.

When Models and Data prove to be incorrect, misleading or incomplete, any decisions made in reliance thereon expose the Partnership to potential losses and such losses may be compounded over time. For example, by relying on Models and Data, the Trading Advisor may be induced to buy certain investments at prices that are too high, to sell certain other investments at prices that are too low, or to miss favorable opportunities altogether. Similarly, any hedging based on faulty Models and Data may prove to be unsuccessful and when determining the Net Asset Value of the Partnership, any valuations of the Partnership’s investments that are based on valuation Models may prove to be incorrect. In addition, Models may incorrectly forecast future behavior, leading to potential losses on a cash flow and/or a mark-to-market basis. Furthermore, in unforeseen or certain low-probability scenarios (often involving a market event or disruption of some kind), Models may produce unexpected results which may or may not be System Events.

Errors in Models and Data are often extremely difficult to detect, and, in the case of Models, the difficulty of detecting System Events may be exacerbated by the lack of design documents or specifications. Regardless of how difficult their detection appears in retrospect, some System Events may go undetected for long periods of time and some may never be detected. Finally, the Trading Advisor will detect certain System Events that it chooses, in its sole discretion, not to address or fix, and the third party software will lead to System Events known to the Trading Advisor that it chooses, in its sole discretion, not to address or fix. The degradation or impact caused by these System Events can compound over time. The Trading Advisor generally will not perform a materiality analysis on the potential impact of a System Event. The Trading Advisor believes that the testing and monitoring performed on Models will enable the Trading Advisor to identify and address those System Events that a prudent person managing a quantitative, systematic and computerized investment program would identify and address by correcting the underlying issue(s) giving rise to the System Events, however there is no guarantee of the success of such processes. Investors should assume that System Events and their ensuing risks and impact are an inherent part of investing with a process-driven, systematic investment manager such as the Trading Advisor.

Accordingly, the Trading Advisor does not expect to disclose discovered System Events to its investors. The Partnership will bear the risks associated with the reliance on Models and Data including bearing all losses related to System Events other than in relation to losses arising from the Trading Advisor’s willful misconduct, negligence or breach of fiduciary obligations.

Trade Systems and Execution of Orders. The Trading Advisor relies extensively on computer programs, systems, technology, Data and Models to implement its execution strategies and algorithms. The Trading Advisor’s investment strategies, trading strategies and algorithms depend on its ability to establish and maintain an overall market position in a combination of financial instruments selected by the Trading Advisor. There is a risk that the Trading Advisor’s proprietary algorithmic trading systems may not be able to adequately react to a market event without serious disruption. Further, trading strategies and algorithms may malfunction causing severe losses. While the Trading Advisor has employed tools to allow for human intervention to respond to significant system malfunctions, it cannot be guaranteed that losses will not occur in such circumstances as unforeseen market events and disruptions and execution system issues.

Orders may not be executed in a timely and efficient manner due to various circumstances, including, without limitation, trading volume surges or systems failures attributable to the Trading Advisor, the Trading Advisor’s counterparties, brokers, dealers, agents or other service providers. In such event, the Trading Advisor might only be able to acquire or dispose of some, but not all, of the components of such position, or if the overall position were to need adjustment, the Trading Advisor might not be able to make such adjustment. As a result, the Partnership would not be able to achieve the market position selected by the Trading Advisor, which may result in a loss.

Trade Error Risk. The complex execution modalities operated by the Trading Advisor and the speed and volume of trading invariably result in occasional trades being executed which, with the benefit of hindsight, were not required or intended by the

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execution strategy or occasional trades not being executed when they should have been. To the extent a trade error is caused by counterparty, such as a broker, the Trading Advisor generally, to the extent reasonable and practical, attempts to recover any loss associated with such trade error from such counterparty. To the extent a trade error is caused by the Trading Advisor, a formalized process is in place for the documentation and resolution of such trade errors. Given the volume, diversity and complexity of transactions executed by the Trading Advisor on behalf of the Partnership, investors should assume that trade errors will occur on occasion. If such trade errors result in gains to the Partnership, such gains will generally be retained by the Partnership. However, if a trade error result in losses, they will be borne by the Trading Advisor in accordance with its internal policies unless otherwise determined by the General Partner.

Trading in OTC Markets Will Expose the Partnership to Risks Not Applicable to Trading on Organized Exchanges. The Partnership, through the Trading Company, may engage in OTC derivative transactions, such as: currency forward contracts traded in the interbank market; options on currency forward contracts; and swap transactions.

In general, there is much less governmental regulation and supervision of transactions in the OTC markets than of transactions entered into on organized exchanges. Most of the protections afforded to participants on U.S. and certain non-U.S. exchanges, such as daily price fluctuation limits and the performance guarantee of an exchange clearinghouse, will not be available in connection with OTC transactions. Consequently, the Partnership will be exposed to greater risk of loss through default than if it confined its trading to organized exchanges.

A portion of the Partnership’s assets may be traded in forward contracts. Such forward contracts are generally not traded on exchanges and are executed directly through forward contract dealers. However, certain forward currency exchange contracts are regulated as swaps by the CFTC and have begun being voluntarily traded on swap execution facilities. Some of these contracts may be required to be centrally cleared by a regulated U.S. clearinghouse, and may be required to be traded on a regulated exchange in the future. There is no limitation on the daily price moves of forward contracts, and a dealer is not required to continue to make markets in such contracts. There have been periods during which forward contract dealers have refused to quote prices for forward contracts or have quoted prices with an unusually wide spread between the bid and asked price. Arrangements to trade forward contracts may therefore experience liquidity problems. The Partnership therefore will be subject to the risk of credit failure or the inability of or refusal of a forward contract dealer to perform with respect to its forward contracts.

When trading currency forward contracts, the Trading Company may hedge the foreign currencies in order to limit the Trading Company’s exposure to fluctuations in exchange rates. However, there is no guarantee that such hedging will be successful.

Enhanced Regulation of the OTC Derivatives Markets. The European Market Infrastructure Regulation (“EMIR”) seeks comprehensively to regulate the OTC derivatives market in Europe including, in particular, imposing mandatory central clearing, trade reporting and, for non-centrally cleared trades, risk management obligations on counterparties. Similarly, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Reform Act”), enacted in July 2010, includes provisions that substantially increase the regulation of the OTC derivatives markets. The Reform Act requires that a substantial portion of OTC derivatives must be executed in regulated markets and be submitted for clearing to regulated clearinghouses, subject to margin requirements. OTC derivative dealers also are required to post margin to the clearinghouses through which they clear their customers’ trades instead of using such margin in their operations as was widely permitted before the Reform Act. Taken together, these regulatory developments have increased and will continue to increase the OTC derivative dealers’ costs, and these increased costs are generally passed through to other market participants in the form of higher upfront and mark-to-market margin, less favorable trade pricing, and the imposition of new or increased fees including clearing account maintenance fees.

The CFTC requires, and the SEC may in the future require, certain derivatives transactions that were previously executed on a bilateral basis in the OTC markets to be executed through a regulated futures or swap exchange or execution facility. Similarly, under EMIR, European regulators may require a substantial proportion of such derivatives transactions to be bought on exchange and/or centrally cleared. Such requirements may make it more difficult and costly for investment funds, including the Partnership and/or the Trading Company, to enter into highly tailored or customized transactions. They may also render certain strategies in which the Partnership might otherwise engage impossible or so costly that they will no longer be economical to implement. The overall impact of EMIR and the Reform Act on the Partnership remains uncertain and it is unclear how the OTC derivatives markets will adapt to these new regulatory regimes.

Exchanges for Physicals/Swaps/Risk. While not a regular practice for the Trading Company, it may in rare instances engage in transactions known as exchanges for physicals (“EFP”), exchanges for swaps (“EFS”), or exchanges for risk/OTC derivatives (“EFR”). An EFP/EFS/EFR is a purchase or sale of a spot commodity/swap/derivative, as applicable, in conjunction with an offsetting sale or purchase of a corresponding futures contract involving the same or equivalent underlying commodity or instrument, without making an open and competitive trade for the futures contract on the exchange. EFPs, EFSs and EFRs are a permitted exception to the general requirement of the CEA that all futures contracts must be competitively executed on an

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exchange. They are permitted pursuant to the rules of the relevant exchanges, which vary from exchange to exchange. If the EFP, EFS or EFR does not comply with specific exchange requirements, particularly regarding possessing documentation evidencing possession of the underlying commodity or instrument, then the CFTC or the exchange may deem the transaction to be an illegal off-exchange futures contract. In addition, every EFP, EFS or EFR involves the transfer of an underlying commodity or entry into a swap or derivative on a bilateral basis, as applicable, with a counterparty in exchange for a related cleared futures contract. There is, therefore, counterparty credit risk if the counterparty or its clearing member on the futures leg fails to perform. Unlike other futures contracts that are deemed cleared by the clearinghouse upon trade matching or at the end of the business day, futures contracts arising out of EFPs, EFSs or EFRs may, under various clearinghouse rules, not be deemed accepted by the clearinghouse until the next business day.

Options on Futures Contracts May Be More Volatile Than Futures Contracts. The Trading Advisor may trade options on futures contracts. Options are speculative in nature and are highly leveraged. The purchaser of an option risks losing the entire purchase price of the option. The seller (writer) of an option risks losing the difference between the premium received for the option and the price of the underlying futures contract that the writer must purchase upon exercise of the option. Additionally, the seller and writer of the options lose any commissions and fees associated with such transactions. This could subject the writer to unlimited risk in the event of an increase in the price of the contract to be purchased or delivered. Successful trading of options on futures contracts requires a trader to accurately determine near-term market volatility because it often has an immediate impact on the price of outstanding options. Accurate determination of near-term volatility is more important to successful options trading than it is to long-term futures contract trading strategies because such volatility generally does not have as significant an effect on the prices of futures contracts.

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

For example, such exchanges and markets:

Institutional Risks. Institutions, such as the banks and brokers, will have custody of the assets of the Partnership. These firms may encounter financial difficulties that impair the operating capabilities or the capital position of the Partnership, the Trading Company or the General Partner.

Counterparty Risk. The Partnership will be subject to the risk of the inability of counterparties to perform with respect to transactions, particularly uncleared swap and currency forward transactions, whether due to insolvency, bankruptcy or other causes, which could subject the Partnership to substantial losses. In an effort to mitigate such risks, the General Partner and Trading Advisor will attempt to limit transactions to counterparties, which are established, well-capitalized and creditworthy.

Affiliated Parties — Conflicts of Interest. Under the terms of the Limited Partnership Agreement, the General Partner has the authority to engage trading advisors to make trading decisions for the Partnership. Since the Trading Advisor is an affiliate of the General Partner, the General Partner has a conflict of interest with respect to its responsibilities to manage the Partnership for the benefit of the Limited Partners, and to prevent violations of the Partnership’s trading policies and to monitor for excessive trading by the Trading Advisor. In addition, the General Partner has a conflict of interest with respect to its

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responsibility to review the trading performance of the Partnership and a disincentive to terminate the advisory relationship between the Trading Advisor and the Partnership. There have been no arm’s-length negotiations with respect to the management and incentive fees that the Trading Advisor will charge the Trading Company or with respect to the other terms of the advisory agreement entered into with the Trading Advisor.

MiFID II. Each of the European Union’s re-cast Markets in Financial Instruments Directive (2014/65/EU) (the “MiFID II Directive”), the delegated and implementing European Union (“EU”) regulations made thereunder, the laws and regulations introduced by Member States of the EU to implement the MiFID II Directive and the EU’s Markets in Financial Instruments Regulation (600/2014) (“MiFIR” and, together with the MiFID II Directive, “MiFID II”) impose new regulatory obligations on the Trading Advisor. These regulatory obligations may impact on, and constrain the implementation of, the investment strategy of the Partnership and lead to increased compliance obligations upon and accrued expenses for the Trading Advisor and/or the Partnership.

Epidemics and Pandemics. Since the mid-1990s, the world has seen a number of outbreaks of new viral illnesses of varying severity, including avian flus, Severe Acute Respiratory Syndrome (SARS), Middle East Respiratory Syndrome (MERS), the H1N1 Flu (Swine Flu), and COVID-19 caused by the novel Coronavirus known as SARS–CoV-2. The responses to these outbreaks have varied as has their impact on human health, local economies, national economies and the global economy, and it is impossible at the outset of any such outbreak to estimate accurately what the ultimate impact of any such outbreak will be. Protective measures taken by governments and the private sector, including the General Partner and Trading Advisor, to mitigate the spread of any such illness, including travel restrictions and outright bans, quarantines, work-from-home arrangements, mandatory business closures and shelter-in-place orders may lead to, or may be expected to lead to, wide spread economic damage, resulting in severe disruptions in the markets in which the Partnership trades and, potentially, adversely affecting the Partnership’s profit potential; and the spread of any such illness within the offices of the General Partner and/or the Trading Advisor, the Partnership’s service providers, and/or the exchanges and other components of market infrastructure could severely impair the operational capabilities of the General Partner and/or the Trading Advisor, the Partnership’s service providers or various markets themselves resulting in harm to the Partnership’s business and its operating results.

Item 1B.    Unresolved Staff Comments.

Not applicable.

Item 2.    Properties.

The Partnership does not own or use any physical properties in the conduct of its business. The General Partner and various service providers perform services for the Partnership from their offices.

Item 3.    Legal Proceedings.

The General Partner is not aware of any pending legal proceedings to which either the Partnership is a party or to which any of its assets are subject. In addition there are no pending material legal proceedings involving either the General Partner or Trading Advisor.

Item 4.    Mine Safety Disclosures.

Not applicable.

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PART II

Item 5.    Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

(a)    Market Information.

There is no trading market for the Units, and none is likely to develop. Units may be redeemed upon 10 days’ written notice to the General Partner at their Net Asset Value as of the last business day of each calendar month; provided, however, that each Limited Partner must maintain a minimum investment of $25,000 and $10,000, respectively of Class A Units (or Class A-2 Units) and Class B Units (or Class B-2 Units), in the Partnership following any redemption initiated by such Limited Partner in order to remain invested in the Partnership.

(b)    Holders.

As of December 31, 2022, there were 261 holders of Class A Units, 28 holders of Class A-2 Units, 285 holders of Class B Units and 0 holders of Class B-2 Units.

(c)    Dividends.

No distributions or dividends have been made on the Units, and the General Partner has no present intention to make any.

(d)    Securities Authorized for Issuance Under Equity Compensation Plans.

None.

(e)    Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities.

The Partnership may admit additional Limited Partners to the Partnership and permit additional capital contributions to be made to the Partnership as of the first business day of any calendar month or at such other times as the General Partner may determine. On the first business day of October 2022, November 2022 and December 2022, the Partnership sold Class A Units to existing and new Limited Partners in the amount of $250,000, $0 and $200,000, respectively; Class A-2 Units to existing and new Limited Partners in the amount of $0, $0 and $0, respectively; Class B Units to existing and new Limited Partners in the amount of $0, $0 and $90,000, respectively; and Class B-2 Units to existing and new Limited Partners in the amount of $0, $0 and $0, respectively. There were no underwriting discounts or commissions in connection with the sales of the Units described above.

(f)    Issuer Purchases of Equity Securities.

Pursuant to the Limited Partnership Agreement, a Limited Partner may redeem some or all of its Units as of the last business day of each calendar month at the then current month-end Net Asset Value. The redemption of Units has no impact on the value of Units that remain outstanding, and Units are not reissued once redeemed. The following table summarizes the amount of Units redeemed during the three months ended December 31, 2022:

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Item 6.    Selected Financial Data.

The following is a summary of operations for the fiscal years 2022, 2021, 2020, 2019 and 2018 and total assets of the Partnership at December 31, 2022, 2021, 2020, 2019 and 2018.

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Item 7.    Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Reference is made to “Item 8. Financial Statements and Supplementary Data.” The information contained therein is essential to, and should be read in conjunction with, the following analysis.

Liquidity and Capital Resources

Units may be offered for sale as of the first business day, and may be redeemed as of the last business day, of each month.

The Partnership raises additional capital only through the sale of Units and capital is increased through trading profits (if any) and interest income. The Partnership does not engage in borrowing. The Partnership, not being an operating company, does not incur capital expenditures. It functions solely as a passive trading vehicle, investing the substantial majority of its assets in the Trading Company. Its remaining capital resources are used only as assets available to make further investments in the Trading Company and to pay Partnership expenses. Accordingly, the amount of capital raised for the Partnership should not have a significant impact on its operations.

Partnership assets not invested in the Trading Company are maintained in cash and cash equivalents in bank accounts or accounts with The Bank of New York Mellon and are readily available to the Partnership. The Partnership may redeem any part or all of its limited partnership interest in the Trading Company at any month-end at the net asset value per unit of the Trading Company. The Trading Company’s assets are generally held as cash or cash equivalents which are used to margin futures and provide collateral for forward contracts and other OTC contract positions and are withdrawn, as necessary, to pay redemptions (to the Partnership and other investors in the Trading Company). Other than potential market-imposed limitations on liquidity, due, for example, to limited open interest in certain futures markets or to daily price fluctuation limits, which are inherent in the Trading Company’s futures trading, the Trading Company’s assets are highly liquid and are expected to remain so.

During its operations through December 31, 2022, the Partnership experienced no meaningful periods of illiquidity in any of the numerous markets in which it trades.

Critical Accounting Policies

The Partnership records its transactions in futures contracts, forward contracts and other derivatives, including related income and expenses, on a trade-date basis. Open futures contracts traded on an exchange are valued at fair value, which is based on the closing settlement price on the exchange where the futures contract is traded by the Partnership on the day with respect to which the Partnership’s Net Asset Value is being determined. Open forward contracts and other derivatives are valued at fair value using independent pricing services, which use market observable inputs in their valuations. If the General Partner determines the fair value of an investment cannot be accurately determined pursuant to the foregoing methods, such investment shall be assigned such fair value as the General Partner may determine in its sole discretion.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions, such as accrual of expenses, that affect the amounts and disclosures reported in the financial statements. Based on the nature of the business and operations engaged in by the Partnership, the General Partner believes that the estimates utilized in preparing the Partnership’s financial statements are appropriate and reasonable; however, actual results could differ from the estimates. The estimates do not provide a range of possible results that would require the exercise of subjective judgment. The General Partner further believes that, based on the nature of the business and operations of the Partnership, no other reasonable assumptions relating to the application of the Partnership’s critical accounting estimates other than those to be used would likely result in materially different amounts from those reported. The Partnership’s significant accounting policies are described in detail in Note 2 to the Financial Statements.

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Allocations by Market Sector

The following table indicates the percentage of the Partnership’s assets allocated to initial margin for the Partnership’s open trading positions by market sector as of December 31, 2022. The Partnership’s capitalization was $95,974,747 as of December 31, 2022. Also see Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” below.

Results of Operations

Due to the nature of the Partnership’s trading, the Partnership’s income or loss from operations may vary widely from period to period. Management cannot predict whether the Partnership’s future Net Asset Value per Unit will increase or experience a decline. The Partnership was organized in September 1997 under the Delaware Revised Uniform Limited Partnership Act and commenced operations on April 3, 1998.

Performance Summary

The Partnership is a speculative managed futures fund which trades pursuant to the AHL Diversified Program, indirectly through its investment in the Trading Company. The AHL Diversified Program is a futures and forward OTC price trend-following, trading system. The AHL Diversified Program is entirely quantitative in nature and implements trading positions on the basis of statistical analyses of past price histories. The AHL Diversified Program, like most trend-following systems, is designed in the anticipation that most of its trades will be unprofitable; the objective of overall profitability depends on the system identifying certain major trends which occur and recognizing significant profits from participating in such trends.

The past performance of the AHL Diversified Program is not necessarily indicative of its future results. This is the case with all speculative trading strategies. Moreover, the markets in which the AHL Diversified Program is active have seen major changes in recent years, including the influx of entirely different classes of market participants. These changed circumstances may mean that the markets in which the Trading Advisor has previously traded on behalf of the Trading Company are not necessarily representative of those in which it trades on behalf of the Trading Company currently.

As a speculative futures fund, the Partnership (through the Trading Company) effectively maintains all of its capital in reserve. The Trading Company does not “buy” or “sell” futures or forward contracts in the traditional sense; rather, through taking positions in these markets, the Trading Company, and thus the Partnership indirectly, acquires loss/profit exposure and uses its capital to cover losses and provide margin (which constitutes a good faith deposit towards the Trading Company’s (but not the Partnership’s) obligation to pay such losses) to support its open positions. Each of the Partnership and the Trading Company maintains most of its capital in cash and cash equivalents.

Futures trading programs are proprietary and confidential. As is the case with any speculative futures fund, it is impossible to predict how the Partnership will perform. It is not possible, as it is in the case of an operating business, to predict performance trends, analyze future market conditions or evaluate the likely success or failure of the Partnership.

There are certain general market conditions in which the Partnership is more likely to be profitable than in others. For example, in trendless or stagnant markets, the AHL Diversified Program is unlikely to be profitable. On the other hand, trending markets with substantial price change momentum can be favorable to the AHL Diversified Trading Program. However, because of the continually changing population of market participants as well as supply and demand characteristics, it cannot be predicted how the AHL Diversified Program, and thus the Partnership, will perform in any given market conditions.

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2022

Net assets increased $7,800,168 for the year ended December 31, 2022. This increase was attributable to subscriptions in the amount of $2,352,800, redemptions in the amount of $7,685,154 and net income from operations of $13,132,522.

For the year ended December 31, 2022, the Partnership accrued or paid total expenses of $4,824,641, including $979,160 in servicing fees, $2,925,061 in General Partner administrative fees and Trading Advisor management fees, and $920,420 in other expenses. and interest of $1,367,524 was earned or accrued on the Partnership’s share of the Trading Company’s cash and cash equivalents and broker balances.

The Net Asset Value of a Class A Unit increased by $644.12 to $5,046.95. The Net Asset Value of a Class B Unit increased by $644.08 to $5,046.72. The Net Asset Value of a Class A-2 Unit increased by $830.46 to $5,996.48.

The Partnership’s equity trading in January was marginally positive, as gains were accrued from longs in North American capital goods, and Taiwanese indices. A short position in the VIX volatility index, on the other hand, caused losses as the index spiked in the final few days. The Partnership’s equity trading also finished February in positive territory, with the Partnership’s positions in the S&P TSX 60 and Nikkei futures being top performers. In March, the Partnership’s gains in equity trading was led by its dominantly long equity positions, as well as its positions in Sweden’s OM index and Germany’s Dax indices. A short VIX volatility position was also beneficial as, as were long credit positions particularly in Europe. In April, positive overall performance in equities was topped by longs in Australia’s SPI 200 and Taiwan’s MSCI indices. Longs in the Japan’s TSE index marginally detracted. Credit spreads also tightened, with gains dominated by short CDS positions in US indices. However, in May, trading in equities finished slightly down. Top performer was a long in the Canadian TSX index, spurred by rising commodities, while longs in Taiwanese indices generated losses as the rise in prices due to a global semiconductor shortage took a breather. Equities’ path through June was much smoother than currencies and bonds, and the Partnership’s long position in the Australian SPI 200 benefited. Bullishness for risk assets also fed into the Partnership’s credit positions, with gains being made across the board, most notably European 5y Crossover. Although many equity indices ended July in positive territory, their route was impeded mid-month in part by coronavirus worries. Overall in July, net long positioning led to negative performance for the asset class, led by the MSCI EM and Russell 2000 indices, although there were pockets of strength in trading the Swedish OM and NASDAQ 100 indices. In August, several key benchmarks such as the S&P 500 hit fresh all-time highs. This benefitted dominantly long positions in the Partnership, with India’s Nifty Index as the top performer. A long in the Singapore MSCI Index, on the other hand, lost out on Covid-19 Delta variant concerns and negative pressure on Asian technology stocks. In September, the macro-economic environment had its greatest impact on the Partnership’s generally risk-on positioning in equities, and the effect was compounded by sector rotation. Worst performers were longs in the Australian SPI 200 and S&P 500 indices, while smaller gains were made in long Tokyo stock exchange and Nifty indices. More mixed positioning in equities in October resulted in a slight gain on the month. Positive returns from shorts in Chinese indices and Hang Seng were able to offset by losses from shorts in the S&P 500 and Russell 2000. In November, trading in equities was flat. Asian indices rebounded particularly strongly with the news of China moving away from its zero Covid policy, and the Hang Seng’s 27% rise hurt the Partnership’s small short position. On the positive side, gains were made from a long in the Euro-STOXX and short in the VIX volatility index. December’s losses in equity markets were against the grain of the previous two months which were, in fact, the only two consecutive up-months in 2022. This countertrend move hurt the Partnership’s predominantly long positions. The worst hit were Asia and Asia-Pacific indices, notably in Australia, Taiwan and Japan.

In January, yields across developed markets generally rose on the month. US bond yields breached 1%, hurting the Partnership’s broadly long positions in US bonds, which more than offset the gains posted in its short position in long-dated bonds. Fixed income generated a positive return as positioning shifted from net long to net short mid-way through the month of February. Top performers were shorts in German bunds and Australian 10-year bonds, while losses were led by Italian 10-year bonds which switched positions from long to short as the month progressed. In March, fixed income trading generated a small positive return, as gains from short positions in 10y and 30y US treasuries offset losses from short positions in German 5y and 10y bonds. Fixed income yields in April took a respite from their recent rising theme, which resulted in a slight loss from the Partnership’s small aggregate short positions. Losses were dominated by Canadian and US instruments, while small gains were made in their European counterparts. In May, a combination of little movement in fixed income yields and low bond risk levels meant that trading in the asset class was subdued. Overall there was a loss, with gains from US 2yr and 5yr treasuries being slightly offset by losses from shorts in UK and longs in Canadian bonds. In June, long positions in U.S. bond markets long-dated futures made small gains, while short positions in 2- and 5-year futures lost out. A long position in the Eurodollar also contributed to losses. However, in July, bond markets did not encounter a sell-off, even with the additional news of consumer price inflation in the US hitting its highest levels since 2008. Dominantly long fixed income positions were top performers for the Partnership. Italian, German, and French 10-year bonds topped the list for the asset class while losses were incurred from positions in German and US 2-year bonds amid spikes in the number of coronavirus cases. Fixed income positions detracted in August amidst overall subdued price moves. European bonds fared worst, with German, French, and Italian bonds all selling-off to the detriment of the Partnership’s long positions, while a long in Australian 10-year bonds generated a small profit. In September, long positions in Italian bonds caused the greatest losses, although there were small

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offsetting gains from a short in the UK 10-year gilts. Rising US bond yields helped provide a tailwind to the US dollar. In October, trading in fixed income instruments tipped into the black overall with no real direction to markets. US yields generally rose, leading to profits from short positions across the Treasury curve. Shorts in Italian government bonds, on the other hand, generated a loss, as did shorts in UK gilts which were impacted by volatility surrounding the regime change in the UK government. Within short-term rates, patterns were similar, with US shorts generating a profit while UK sterling shorts lost out. The prospect of fewer rate rises to combat inflation sent fixed income yields lower, generating losses for the Partnership’s dominantly short positions in November. The worst offenders were long-dated US Treasuries. In December, ECB President Lagarde’s comment, “Anybody who thinks this is a pivot from the ECB is wrong”, dashed the hopes of dovish bond investors, sending yields of European bonds higher and resulted in gains for short positions in German bonds in particular. The Bank of Japan’s decision to double the effective yield cap on 10y Japanese government bonds, on the other hand, caught the Partnership’s small long position off-guard.

In January, a bounce in the US dollar versus a basket of currencies representing the United States’ trading partners hurt the Partnership’s short positions in the US dollar, particularly in such positions against the South African rand and Japanese yen. Longs in the Chinese renminbi and Indian rupee made token gains. Additionally, in February, the majority of the Partnership’s losses on the month were generated in its FX trading, though such losses were mild. Long Australian dollar positions versus both the US dollar and Japanese yen performed well along with long in the Swiss franc versus the US dollar; none of those gains were enough to offset the losses from long positions in the Indian rupee, EURO Mexican Peso and Japanese yen against the US dollar. However, in March, FX was fruitful for the Partnership, with short positions in the Swiss franc and Japanese yen against the US dollar, as well as a short position in the Euro against the Canadian dollar, the top performers. Some losses were seen in the Partnership’s long positions against the dollar in the Euro and UK Stirling, as well as a flat position in the Turkish Lira. In April, losses in FX trading were small in aggregate, and individual gains or losses depended broadly on positioning against the US dollar. Long positions in the greenback against the Swiss franc and New Zealand dollar were worst hit as the US Federal Reserve struck a dovish tone and US Treasury yields declined. Similar reasoning played out well for US dollar shorts against the Euro and Canadian dollar. Currencies was a fertile trading ground for the Partnership in May. Rising risk appetite in markets led to rising EM FX rates in general, with the primary beneficiary in the Partnership being the South African rand. Confidence in the British pound continued as Brexit recedes further into the rear-view mirror and vaccination success continues to be newsworthy, leading to gains against the US dollar and the Japanese yen. Losses were incurred from short positions in the Chilean peso and New Zealand dollar against the greenback. In June, currency trading was hardest hit by the perceived more hawkish tone from the Fed, with losses experienced in a number of positions as the US dollar spiked. Worst offenders were euro and Canadian dollar longs versus the greenback, although a similar position in the Brazilian real profited as the country hiked rates by 75bp. Trading in currencies finished July in the red, with losses predominantly from a long Brazilian real position against the US dollar driven in part by corruption scandals involving President Jair Bolsonaro. Offsetting this loss, however, were gains made through shorts in the Australian dollar against both the greenback and Great British pound as major cities such as Sydney and Melbourne went into lockdown. In August, FX trading finished the month in the red and there were few significant gains or losses. A long position in the Mexican peso against the US dollar lost out mid-month despite the Banco de Mexico raising rates. A long position in the Indian rupee against the greenback, on the other hand, gained towards the end of the month. In September, the Mexican peso declined against the greenback despite the Banco de Mexico raising rates for the third time this year, generating the asset class’s biggest loss in the Partnership. A short in the Swiss franc, on the other hand, was beneficial. In October, currencies trading generated a gain overall as the DXY dollar index declined on the month on resurgent risk assets. The Mexican peso continued its strong run against the greenback, resulting in a gain for the Partnership’s long position. However, losses were experienced from long dollar positions against the Singapore dollar and Euro, for example. FX trading was the greatest detractor from the Partnership’s November performance. These losses were most apparent in Asian currency crosses, most notably the South Korean won and Chinese Renminbi. A long position in the Mexican Peso against the greenback was the biggest gainer on the month. In December, currency trading finished the month down. Gains were generated in pairs featuring short US dollar positions, in particular European currencies such as the Euro and Polish zloty. One exception was the Israeli Shekel which depreciated versus the greenback, benefitting the Partnership’s short position. On the debit side, long positions in the Australian dollar, UK sterling and Euro all lost out against the Japanese yen as the currency chalked up its largest daily gain this century in response to the BoJ’s change in yield curve policy.

Commodities were the bright spot for the Partnership in January. Long soyabeans and corn were the top contributors to the Partnership’s gains, as well as crude oil, which Crude oil also rose over 7% on the month, benefitting the Partnership’s long positions. Similarly, in February, long commodity positions were top performers for the Partnership as crude oil rose almost 20% and sugar rose 10% on the month, and the Partnership’s copper position was the top performer in the entire portfolio rising 15%. These gains were more than enough to offset the Partnership’s losses from a short position in natural gas. Reversing course from February, the Partnership’s commodities trading ended March down. The Partnership’s long positions, most notably in agricultural commodities such as cocoa and sugar, and metals such as nickel, posted the largest losses, while small offsetting gains were made in individual markets such as lean hogs and palladium. In April, long commodity positions continued to make hay as economic optimism lifted and talk of inflation in earnings calls increased, although long positions in coffee and gold made losses. In May, long positions in crude and the oil complex were broadly gainful, as was a long position in carbon emissions whose year-to-date gain as of May was just shy of 60%. In metals the story was similarly positive. In addition to copper, long positions in silver, aluminum and gold were profitable. The main detractor in the commodities complex

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was a long in wheat, which retraced half of April’s 20% gain. Commodity performance was mixed in June. Long positions in agriculturals and metals suffered, particularly soybean, copper and precious metals holdings. Prices in the energy complex, on the other hand, continued their ongoing rally. Nowhere was this more apparent than in gas markets on both sides of the Atlantic. Indeed, the long in US natural gas ended the month as the top performer across the Partnership. In July, the price of natural gas continued its recent upward trajectory on tight supply and increasing demand. The prices of natural gas in the US and in the UK/EU extended their rise, spurred in part by forecasts of above normal temperatures in central USA regions, and generated the greatest returns for the Partnership. Long coffee positions were also beneficial, with prices at seven-year highs amid extreme weather in Brazil, the world’s biggest coffee exporter. Prices of sugar and corn, on the other hand, were rangebound and led to losses. August saw marked dispersion across the commodity spectrum. Natural gas prices continued to rally; in the US, one reason cited was a low inventory forecast for the beginning of the winter heating season by the Energy Information Administration, while in Europe there was news that Russia was pumping less gas to the continent. Whatever the reason, profits resulted for the Partnership’s long positions. The oil complex, on the other hand, deviated from its previously strong 2021 performance, declining on concerns of slowing demand in China and the rise of the Covid-19 Delta variant, and incurred losses. In commodities, a long sugar position generated a gain on reports of a frost in Brazil, the world’s top producer, while a long copper position generated a loss. In September, commodities was the only asset class to maintain its recent direction of travel, and once again it was the energies sub-component that generated the greatest attention. Trading in US natural gas generated the greatest gains for the Partnership as prices rose to seven-year highs, propelled by surging demand. A long copper position generated a loss as prices fell 6% on the month. Commodities trading finished October with losses from all three sub-sectors. Trading in oil dipped into the red amidst mixed positioning as the price of the complex broadly rose. Carbon emissions prices were also volatile, resulting in losses, and short positions in silver also lost out on rangebound prices. Small gains were made from positions in live cattle, zinc and Dutch natural gas. In November, within the commodities complex, trading in metals and energies generated losses while agriculturals was flat. Short positions in gold and silver were caught offguard by the low CPI print. Positioning in energy markets was mixed over the month with the largest detractor being US natural gas. Within agriculturals returns were mixed with gains coming from short wheat and long soybeans positions. Prices across the soy complex rose in December as demand from a re-opening of China, the world’s largest buyer, was coupled with dry conditions in supplier countries in South America. The Partnership saw gains in soymeal and soybeans as a result, but losses from soyoil. Energy trading lost out overall as gains from short European gas positions were more than offset by losses in gasoline, gas oil, and carbon emissions.

Credit trading dipped into the red towards the end of January as short CDS positions in European high-yield and US investment grade names posted losses. In February, the Partnership’s credit trading was slightly lower on the month, as short CDS positions in US high yield names generated a small gain while similar positioning in US investment names generated a marginally larger loss. In March, long credit positions particularly in Europe were beneficial to the Partnership. In April, credit spreads also tightened, with gains dominated by short CDS positions in US indices. Similarly, in May, credit trading resulted in a small gain. Bullishness for risk assets also fed into the Partnership’s credit positions in June, with gains being made across the board, most notably European 5y Crossover. Credit trading finished July down. In August, credit spreads also tightened over the month, benefitting long credit positions, most notably the US investment grade CDS index. In September, losses were seen in the Partnership’s long credit positions, most notably in the US. Government bond yields, which rose for the second month running. The “dot plots” may have given an indication of the timing of future rises in the US, but elsewhere-Czech Republic for example-actual rises in interest rates came in ahead of market expectations. In October, short positioning in credit at the start of the month transitioned to long as risk assets rallied, resulting in losses across most indices traded by the Partnership. However, trading in credit proved a welcome bright spot for the asset class in November after a difficult year. Positions were broadly short CDS when the CPI news emerged, and hence gains were generated as risk assets rallied. Top performers were in US investment grade and European crossover indices. There were no meaningful detractors. In December, long credit positions also generated losses, with US investment grade and high yield indices affected worst.

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2021

Net assets increased $3,356,953 for the year ended December 31, 2021. This increase was attributable to subscriptions in the amount of $1,956,330, redemptions in the amount of $6,229,462 and net income from operations of $7,630,085.

For the year ended December 31, 2021, the Partnership accrued or paid total expenses of $4,742,496, including $918,065 in servicing fees, $2,741,440 in General Partner administrative fees and Trading Advisor management fees, and $1,082,989 in other expenses. and interest of $59,757 was earned or accrued on the Partnership’s share of the Trading Company’s cash and cash equivalents and broker balances.

The Net Asset Value of a Class A Unit increased by $362.04 to $4,402.83. The Net Asset Value of a Class B Unit increased by $362.03 to $4,402.64. The Net Asset Value of a Class A-2 Unit increased by $483.86 to $5,166.02.

The Partnership’s equity trading opened the year marginally positive, as gains accrued from longs in North American capital goods and Taiwanese indices, offsetting losses from a short position in the VIX volatility index. Continuing the trend the partnership experienced strong equity performance in February and March, with positions in the S&P TSX 60 and Nikkei futures being top performers February and long equity positions as well as positions in Sweden’s OM index and Germany’s Dax indices leading the way in March. A short VIX volatility position was also beneficial in March. To start the second quarter, April saw positive overall performance in equities, topped by longs in Australia’s SPI 200 and Taiwan’s MSCI indices, while longs in the Japan’s TSE index marginally detracted. In May, trading in equities finished slightly down, as longs in Taiwanese indices generated losses to offset gains from a long in the Canadian TSX index. In June, the Partnership’s long position in the Australian SPI 200 was a top performer. Although many equity indices ended July in positive territory, overall, net long positioning led to negative performance for the asset class, led by the MSCI EM and Russell 2000 indices, although there were pockets of strength in trading the Swedish OM and NASDAQ 100 indices. In August, the Partnership’s dominantly long positions were profitable, lead by a position in India’s Nifty Index, while a long in the Singapore MSCI Index was down. In September, the Partnership’s equity positions were down, with the worst performers being longs in the Australian SPI 200 and S&P 500 indices, while smaller gains were made in long Tokyo stock exchange and Nifty indices. To start the third quarter, long positions in the S&P 500 and Toronto Stock Exchange 60 indices did best for the Partnership, while Japanese indices such as the Nikkei 225 underperformed. In November, a sell-off in equities towards the end of the month hurt the Partnership’s dominantly long positioning. Worst affected were longs in the MSCI EAFE and the Singapore MSCI Index which lost almost 7% on the month. December saw equities shrug off their November Omicron coronavirus variant woes with the S&P 500, for example, hitting an all-time high. Top performers were longs in Taiwan’s MSCI index alongside Canada’s S&P TSX 60 index. FTSE China A50 index futures attributed negatively on the month.

The Partnership’s fixed income trading opened 2021 by posting a loss, driven by the Partnership’s broadly long positions in US bonds, which more than offset the gains posted in its short position in long-dated bonds. In February, fixed income positions generated a positive return as positioning shifted from net long to net short mid-way through the month, with top performers being shorts in German bunds and Australian 10-year bonds, while losses were led by Italian 10-year bonds which switched positions from long to short as the month progressed. A small positive return was seen in March, as gains from short positions in 10y and 30y US treasuries offset losses from short positions in German 5y and 10y bonds. The start to the second quarter small aggregate losses were dominated by Canadian and US instruments, while small gains were made in their European counterparts. Similarly, in May and June, the Partnership experienced losses, with gains from US 2yr and 5yr treasuries being slightly offset by losses from shorts in UK and longs in Canadian bonds, and long positions in long-dated futures making small gains, while short positions in 2- and 5-year futures losing out, respectively. The trend changed course in July, as dominantly long fixed income positions were top performers for the Partnership, led by positions in Italian, German, and French 10-year bonds. Fixed income positions detracted in August; European bonds fared the worst, with German, French, and Italian bonds all selling-off to the detriment of the Partnership’s long positions, while a long in Australian 10-year bonds generated a small profit. The losing trend continued to finish out the third quarter, as losses were seen in the Partnership’s long US. Government positions, though long positions in Italian bonds caused the greatest losses. In October, gains in fixed income were predominantly driven by shorts: Australian bond short positions benefitted, as did short positions in Euribor and Short Sterling, though trading ended in the red with losses from short positions in long-dated bonds in the US. November saw plenty of volatility in fixed income markets, as shorts in Italian and Australian 10-year bonds posted losses, while a long position in longer-dated German bond futures provided a small offsetting gain. To end the year, December saw long positions in German bonds and a short position in Italian 10-year bonds generate losses that offset marginal gains in a position in Canadian 10y bonds.

The Partnership’s currency trading started the year down in January, when the Partnership’s short positions in the US dollar against the South African rand and Japanese yen were down, and longs in the Chinese renminbi and Indian rupee only made token gains. The losses continued in February, as long Australian dollar positions versus both the US dollar and Japanese yen and long positions in the Swiss franc versus the US dollar mitigated some losses from long positions in the Indian rupee, EURO Mexican Peso and Japanese yen against the US dollar, though FX trading turned a corner in March to finish the first quarter up,

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with short positions in the Swiss franc and Japanese yen against the US dollar, as well as a short position in the Euro against the Canadian dollar, the top performers. April’s losses in FX trading were small in aggregate, as long positions in the greenback against the Swiss franc and New Zealand dollar outweighed profitable US dollar shorts against the Euro and Canadian dollar. In May, FX took a profitable turn, and the Partnership’s position in the South African rand lead gains, which were bolstered by gains in the British pound against the US dollar and the Japanese yen. June saw currency trading take a hard hit, with losses experienced in a number of positions as the US dollar spiked. Worst offenders were euro and Canadian dollar longs versus the greenback, although a similar position in the Brazilian real profited as the country hiked rates by 75bp. Over the third quarter, FX trading posted losses each month. In July, losses came predominantly from a long Brazilian real position against the US dollar, which were not offset from gains made through shorts in the Australian dollar against both the greenback and Great British pound. In August, a long position in the Mexican peso against the US dollar lost out mid-month, and a long position in the Indian rupee against the greenback, on the other hand, gained towards the end of the month. To finish out the quarter, in September, gains from the Partnership’s short position in the Swiss franc could not offset large losses as the Mexican peso declined against the US dollar. For the last quarter of the year, the Partnership’s FX positions were profitable in October, with a short in the Japanese yen versus the US dollar leading the way, though shorts in the Swiss franc and Norwegian krone against the US dollar generated losses. In November, the Partnership saw the FX trading post losses, with the worst performing currency pair being a long Canadian dollar versus US dollar, while a short Norwegian krone position, also against the greenback, generated a gain. Finally, to finish the year, the Partnership’s short emerging-market and commodity currency positions against the US dollar did not fair too well, with the worst performers being the Australian dollar and Mexican peso (both against the US dollar), while a short Japanese yen, also against the greenback, generated a small offsetting gain.

Commodities were the bright spot for the Partnership in January. Long soyabeans and corn were the top contributors to the Partnership’s gains, as well as crude oil, which rose over 7% on the month, benefitting the Partnership’s long positions. Similarly in February, commodity positions were top performers for the Partnership as crude oil rose almost 20% and sugar rose 10% on the month, and the Partnership’s copper position was the top performer in the entire portfolio rising 15%, offsetting losses from a short position in natural gas. Reversing course from February, the Partnership’s commodities trading ended March down as the Partnership’s long positions, most notably in agricultural commodities such as cocoa and sugar, and metals such as nickel, posted the largest losses, while small offsetting gains were made in individual markets such as lean hogs and palladium. In April, long commodity positions continued their gains, although long positions in coffee and gold made losses. May similarly saw gains in long positions in crude and oil, carbon emissions, metals such as copper, silver, aluminum and gold. The main detractor in the commodities complex was a long in wheat, which retraced half of April’s 20% gain. In June, commodity performance was mixed, as long positions in agriculturals and metals suffered, particularly soybean, copper and precious metals holdings. Prices in the energy complex, on the other hand, continued their ongoing rally, and a long in US natural gas ended the month as the top performer across the Partnership. July’s top performer overall was the Partnership’s positions in natural gas, and long coffee positions also provide gains to offset losses in sugar and corn. August again saw profits in the Partnership’s long positions in natural gas, though the positions in the oil complex incurred losses. That same month, the Partnership’s sugar position generated a gain, while a long copper position generated a loss. In September, commodities was the only asset class to maintain its recent direction of travel, and once again it was the energies sub-component that generated the greatest attention. Trading in US natural gas generated the greatest gains for the Partnership as prices rose to seven-year highs, propelled by surging demand. A long copper position generated a loss as prices fell 6% on the month. October continued to see gains in commodities trading, where energies generated a positive return, mainly through shorts in German power and longs in the oil complex with WTI crude, for example, rising 11%. Long positions in US natural gas lost out as prices fell by 7% after September’s 34% rise. Trading in agricultural commodities scraped into the black while metals trading was detrimental in aggregate, particularly from gold and silver. In November, the Partnership’s long positions across the crude complex saw losses, as well as its long gold position, while a gain was made from a long coffee position. Long commodity positions also generated gains in aggregate in December, led by positions in energy and corn. A short silver position was loss-generating as the price of the precious metal remained rangebound.

The first two months of the first quarter saw mostly losses for the Partnership’s credit trading, as short CDS positions in European high-yield and US investment grade names posted losses in January and short CDS positions in US high yield names generated a small gain while similar positioning in US investment names generated a marginally larger loss in February. This trend reversed in March, as long credit positions in Europe saw gains. To start the second quarter, credit spreads tightened, and gains were dominated by short CDS positions in US indices. In May, these gains continued, and the Partnership saw a small gain from its credit positions, which continued into June as bullishness for risk assets also fed into the Partnership’s credit positions, with gains being made across the board, most notably European 5y Crossover. In July, credit trading finished the month down, though reversed course in August as credit spreads tightened over the month, benefitting long credit positions, most notably the US investment grade CDS index. In the fourth quarter, credit trading finished October in the red, with a long credit position in the European 5y Crossover iTraxx index the worst performer. This continued into November, where losses were seen across all of the Partnership’s long credit positions. To end the year, the Partnership’s credit trading made back some gains with its long credit positions, most notably in US high yield and investment grade indices.

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2020

Net assets decreased $5,311,210 for the year ended December 31, 2020. This decrease was attributable to subscriptions in the amount of $4,408,673, redemptions in the amount of $15,408,113 and net income from operations of $5,688,230.

For the year ended December 31, 2020, the Partnership accrued or paid total expenses of $4,483,238, including $871,180 in servicing fees, $2,603,364 in General Partner administrative fees and Trading Advisor management fees, and $1,008,694 in other expenses. Interest of $510,991 was earned or accrued on the Partnership’s cash and cash equivalent investments.

The Net Asset Value of a Class A Unit increased by $267.77 to $4,040.79. The Net Asset Value of a Class B Unit increased by $267.75 to $4,040.61. The Net Asset Value of a Class A-2 Unit increased by $364.73 to $4,682.16.

Equity trading for the Partnership was largely negative throughout January and February, driven largely by long positioning. In January, Asian indices such as Taiwan’s TAIEX and China’s H-Shares fared worst, offsetting gains from a long position in the Australian SPI 200 Index, while in February, the previously-profitable long position in Australian SPI 200 Index, as well as long positions in S&P TSX 60 Index and the Nikkei Index were among the worst performers. In March, the Partnership’s equity positions turned net-short early on in the month, and these short positions generally ended up the month’s top performers. Most notable of these were in the Hang Seng index and the Russell 2000 Index, while further gains came from a long position in the VIX Volatility Index. In April, a sharp reversal in the equity markets saw losses on the short positioning built up in the Partnership in March, as net short positioning as well as a long VIX position finished in the red overall, with the long VIX position and shorts in TAIEX futures detracting most. This trend continued into May as a strong equity rally drove further losses on the Partnership’s built up short positioning, the worst being the VIX and Tokyo Stock Exchange indices, as well as the Australian SPI 200. The losses continued in June as the Partnership’s equities trading finished the month marginally in the red, despite moving from flat to small net long as the month progressed. In July, the Partnership’s long positioning in equities led the overall portfolio, as the NASDAQ 100 and S&P 500 outperforming developed market peers, more than outweighing an inconsequential loss from a short in the French CAC40 index. The gains in these positions did not continue into August, however, as equity trading finished the month in red, led by losses in the S&P 500 and NASDAQ 100. In October, global equities had their worst week since March, and the Partnership’s overall long positions, particularly in Australian and Swedish indices, posted losses. In November, the overall long positioning proved more profitable, as positions in indices were largely positive, particularly Asian indices such as the Nikkei and Taiwan MSCI. Losses in indices such as the FTSE gave the sector its biggest loss. To end the year, the Partnership saw positive gains in its equity positions, with the Taiwan MSCI index being the top performer on the month.

The Partnership’s fixed income trading started out 2020 as a constant performer, bringing in positive returns throughout the first quarter. The Partnership’s position in Italian bonds brought in positive returns in January, and while such positions experienced losses in February and March, profitable positions in US Treasuries more than made up for any such losses. The profitable positions continued into April and May as positions in Canadian bonds and Short Sterling were top performers in April and UK interest rate futures and shorts in German bonds in May being among the Partnership’s top performers. In June, while the Partnership overall saw very minor losses in fixed income, UK interest rates futures and long positions in Italian bonds experienced positive performance. In the third quarter, the Partnership’s fixed income started strong, as July saw the Partnership’s long positions in Italian 10-year bonds experience the most gains as yields traded below 1% for the first-time since the outset of the pandemic. However, this tread was reversed in August, as largest losses of the month occurred in the Partnership’s predominately long positions in fixed income, driven by long positions in 10 year Gilts and 10 year Australian bonds. September saw the returns level out and end the quarter with minor gains, as a long position in 10-year Italian government bonds was the top performer, offsetting a loss from the Partnership’s short position in German bonds. In the fourth quarter, the Partnership had a downward trend, posting losses in fixed income trading in each of the three months. In October, Losses were experienced trading US and UK markets as benchmark yields nudged higher. These losses continued into November, as prices of bonds broadly fell, and the Partnership saw losses in the Partnership’s German and UK bonds. December saw positive returns from long positions in UK and Italian bonds offset by longs in Australian bonds and shorts in German bonds.

The Partnership’s commodities trading was profitable in the first quarter of 2020, posting gains in all three months. In January, the biggest contributors on both the upside and downside were in energies, as short natural gas positions in the US and UK were positive while long oil positions posted losses. In other commodities, a long palladium position was positive, offsetting losses produced by shorts in coffee and copper. This trend continued into February where energy shorts in US natural gas and oil and shorts in zinc realized gains, more than offsetting losses in precious metals such as silver and platinum as prices became increasingly volatile. In March, the gains were led by the Partnership’s short positions in crude and copper, offsetting losses from agricultural commodity positions, such as longs in cocoa and sugar. The performance of commodities continued into the start of the second quarter, where losses in short copper and shorts in U.S. natural gas were marginally offset by gains in WTI crude oil in April. However, these gains did not continue for the rest of the quarter. In May, the Partnership’s short positions in crude oil and aluminum, and positions in sugar and wheat, offset gains from soyameal and coffee. In June, short

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positions in base metals, aluminum in particular, offset profits short positions in US natural gas, and agricultural short positions in sugar and corn offset minor gains from the Partnership’s short position in wheat. To start the third quarter, the Partnership’s long positions in gold and silver were top performers across the portfolio in June, offsetting losses from the Partnership’s short positions in aluminum and coffee, though this trend reversed in August as trading ultimately ended with minor losses for the month. Long positions in copper and silver were top performers, while losses were experienced from short positions in aluminum and wheat. In September, the Partnership’s predominantly long positions in commodities posted losses, as gains from long positions in soybeans, corn and gas oil were not enough to offset losses led by long positions in coffee, silver and brent crude oil. Commodity trading for the Partnership ended the year strong, as the Partnership experienced gains in the sector all three months. In October, this was led by longs in soyabeans and shorts in gas oil and crude oil, offsetting losses in metals, copper in particular. In November, the Partnership’s long positions in soyabeans continued to post positive returns, assisted by a long position in copper; both of these mere more than enough to offset losses from positions in brent crude oil, WTI crude oil and cocoa. In December, the Partnership posted gains from long positions in each of energies, metals, and agriculturals, with soyabeans as the top performer in the asset class.

The Partnership’s currency trading started the year posting minor losses in January, as the Partnership’s long positions in the New Zealand dollar and the South African rand offset gains from short positions in South American currencies such as the Chilean peso against US dollar. The trading changed course, however, posting gains in both February and march, as short positions in the Brazilian real and Australian dollar against the US dollar posted strong returns for both months, offsetting losses from other positions, such as US dollar crosses against developed market currencies such as the Japanese yen and Euro. The performance of the Partnership’s short positions in the Brazilian real continued into the second quarter, as the position posted gains again in April; however, these gains were outweighed by losses in the previously-profitable Australian dollar position. May saw further losses in currency trading, as losses were driven by short Euro and Chilean peso positions. In June, the Partnership’s FX net positioning changed from long to short the US dollar and saw losses, most notably in the Mexican peso and Japanese yen, though these were partially offset by gains in the British pound against the Australian dollar. The third quarter continued this downward trend, as the majority of the Partnership’s July losses came from its FX trading, as established short positions in UK sterling, Chilean peso and the Swiss Franc against the dollar experienced notable losses. In August, the Partnership was able to recover some gains in the currency sector the Partnership’s short positioning in the US dollar, most notably against the Canadian dollar and Indian rupee offset a loss in a short position of the US dollar against the South African rand. In September, the FX trading once again reversed course to finish the third quarter in the red, as the Partnership’s long positions in the US dollar against the UK sterling and the Swedish krona posted some of the Partnership’s largest losses. In October, FX trading finished slightly in the red, as late-month movements hurt longs in many pairs versus the US dollar, such as the Indian rupee and Japanese yen; on the other hand, some positive gains were seen in a long the Chinese renminbi position. In November, the Partnership’s long positions in emerging market FX, most notably the Mexican peso and South African rand experienced gains, while long Euro positioning detracted, however, mainly against the Polish zloty. The Partnership’s performance in currency trading ended the year strong, as commodity currencies such as the South African rand and Australian dollar were top performers for the Partnership, offsetting losses from a short position in the Swiss franc against the US dollar.

Credit trading for the Partnership started the year down, as losses from a long credit position in European 5yr Crossover iTraxx Index in January continued into February, where they were joined by additional losses from positions in the the US 5yr CDX Index. In March the Partnership’s positioning in credit also migrated from long to short as the month progressed and overall trading finished marginally in the black with gains principally coming from high yield credit indices. To start the second quarter, April saw the Partnership’s credit positions post losses after credit spreads tightened, with the Partnership’s short positions in the European 5-year Crossover iTraxx and the US High Yield CDX Index amongst the bottom performers. This continued into May as the Partnership’s index positions ended up in the red, with losses in the European 5yr Crossover iTraxx Index and the US High Yield CDX Index detracting most. Credit trading finished the first half of the year with minor losses in June, as HY spreads steadily widened. The third quarter started out better for the Partnership, as positions posted largely flat performance in July, ending the month marginally in the black. Gains continued into August as all of the Partnership’s credit positions finished in the black, with European indices topping the charts, though this course reversed in September, as the Partnership’s credit trading finished in the red, led by losses from short protection positions in US 5-year CDX index and European 5-year Crossover iTraxx. In October, performance in credit was mixed, though ultimately ended at a loss, as overall positioning flipped from long to short, and performance in European investment-grade names was affected most while similar quality names in the US eked out a small positive return. To finish up the year, credit trading was largely flat in November, which continued into December, when the European 5y Crossover Index was the top-performing instrument in the asset class, while a widening of the US investment grade index generated a loss.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Introduction

Past Results Are Not Necessarily Indicative of Future Performance

The Partnership is a speculative commodity pool. Unlike an operating company, the risk of market sensitive instruments is integral, not incidental, to the Partnership’s main line of business.

Market movements result in frequent changes in the fair market value of the Partnership’s open positions and, consequently, in its earnings and cash flow. The Partnership’s market risk is influenced by a wide variety of factors, including the level and volatility of interest rates, exchange rates, equity price levels, the market value of financial instruments and contracts, the diversification effects among the Partnership’s open positions and the liquidity of the markets in which it trades.

The Partnership can rapidly acquire and/or liquidate both long and short positions in a wide range of different markets. Consequently, it is not possible to predict how a particular future market scenario will affect performance, and the Partnership’s past performance is not necessarily indicative of its future results.

Value at Risk is a measure of the maximum amount which the Partnership could reasonably be expected to lose in a given market sector. However, the inherent uncertainty of the Partnership’s speculative trading and the recurrence in the markets traded by the Partnership of market movements far exceeding expectations could result in actual trading or non-trading losses far beyond the indicated Value at Risk or the Partnership’s experience to date (i.e., “risk of ruin”). In light of the foregoing as well as the risks and uncertainties intrinsic to all future projections, the inclusion of the quantification included in this section should not be considered to constitute any assurance or representation that the Partnership’s losses in any market sector will be limited to Value at Risk or by the Partnership’s attempts to manage its market risk.

Materiality, as used in this section “Quantitative and Qualitative Disclosures About Market Risk,” is based on an assessment of reasonably possible market movements and the potential losses caused by such movements, taking into account the leverage, optionality and multiplier features of the Partnership’s market sensitive instruments.

Quantifying the Partnership’s Trading Value at Risk

Quantitative Forward-Looking Statements

The following quantitative disclosures regarding the Partnership’s market risk exposures contain “forward-looking statements” within the meaning of the safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act and Section 21E of the Exchange Act). All quantitative disclosures in this section are deemed to be forward-looking statements for purposes of the safe harbor, except for statements of historical fact.

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

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

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

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

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

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

The following table indicates the average, highest and lowest amount of trading Value at Risk associated with the Partnership’s open positions by market category for the year ended December 31, 2022. During 2022, the Partnership’s average quarter-end capitalization was $ 100,642,208.

The following table indicates the average, highest and lowest amount of trading Value at Risk associated with the Partnership’s open positions by market category for the year ended December 31, 2021. During 2021, the Partnership’s average quarter-end capitalization was $ 91,977.277.

Average, highest and lowest Value at Risk amounts relate to the quarter-end amounts during the fiscal year. Average capitalization is the average of the Partnership’s capitalization at the end of each quarter during the fiscal year 2021.

Material Limitations on Value at Risk as an Assessment of Market Risk

The face value of the market sector instruments held by the Partnership is typically many times the applicable initial or maintenance margin requirement (maintenance margin requirements generally ranging between approximately 1% and 10% of contract face value) as well as many times the capitalization of the Partnership. The magnitude of the Partnership’s open positions creates a “risk of ruin” not typically found in most other investment vehicles. Because of the size of its positions, certain market conditions — unusual, but historically recurring from time to time — could cause the Partnership to incur severe losses over a short period of time. The foregoing Value at Risk table — as well as the past performance of the Partnership — gives no indication of this “risk of ruin.”

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Non-Trading Risk

The Partnership has non-trading market risk on its foreign cash balances not needed for margin. However, these balances (as well as any market risk they represent) are immaterial.

The Partnership also has non-trading cash flow risk as a result of holding a substantial portion of its assets in U.S. government securities (Treasury Bills) and interest-bearing bank accounts. These cash and cash equivalents are placed with highly rated counterparties with a priority placed on preservation of capital and reputation (i.e., appropriate level of credit risk, market risk and reputation risk) and liquidity (i.e., appropriate level of liquidity risk).

Qualitative Disclosures Regarding Primary Trading Risk Exposures

The following qualitative disclosures regarding the Partnership’s market risk exposures — except for (i) those disclosures that are statements of historical fact and (ii) the descriptions of how the General Partner manages the Partnership’s primary market risk exposures — constitute forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. The Partnership’s primary market risk exposures as well as the strategies used and to be used by the General Partner for managing such exposures are subject to numerous uncertainties, contingencies and risks, any one of which could cause the actual results of the Partnership’s risk controls to differ materially from the objectives of such strategies. Government interventions, defaults and expropriations, illiquid markets, the emergence of dominant fundamental factors, political upheavals, changes in historical price relationships, an influx of new market participants, increased regulation and many other factors could result in material losses as well as in material changes to the risk exposures and the risk management strategies of the Partnership. There can be no assurance that the Partnership’s current market exposure and/or risk management strategies will not change materially or that any such strategies will be effective in either the short- or long-term. Investors must be prepared to lose all or substantially all of their investment in the Partnership.

The following were the primary trading risk exposures of the Partnership as of December 31, 2022, by market sector.

Fixed Income. Interest rate movements directly affect the price of the sovereign bond futures positions held by the Partnership and indirectly the value of its stock index and currency positions. Interest rate movements in one country as well as relative interest rate movements between countries may materially impact the Partnership’s profitability. The Partnership’s primary interest rate exposure is to interest rate fluctuations in the United States, Germany, Italy, Canada, and Australia. However, the Partnership also may take positions in futures contracts on the government debt of smaller nations. The General Partner anticipates that G-7 interest rates, both long-term and short-term, will remain the primary market exposure of the Partnership for the foreseeable future.

Currencies. Exchange rate risk is the principal market exposure of the Partnership. The Partnership’s currency exposure is to exchange rate fluctuations, primarily fluctuations which disrupt the historical pricing relationships between different currencies and currency pairs. These fluctuations are influenced by interest rate changes as well as political and general economic conditions. The Partnership trades in a large number of currencies, including cross-rates — i.e., positions between two currencies other than the U.S. dollar. As of December 31, 2022, the Partnership’s primary currency exposures were in the U.S. Dollar versus the Mexican Peso, New Zealand Dollar, Brazilian Real, Polish Zloty and Euro.

Stock Indices. The Partnership’s primary equity exposure, through stock index futures, is to equity price risk in the G-7 countries. As of December 31, 2022, the Partnership’s primary exposures were in the Australian SPI 200, Korean Kospi, Nasdaq 100 and Nikkei indices. The Partnership is primarily exposed to the risk of adverse price trends or static markets in the major North American, European and Asian indices. (Static markets would not cause major market changes but could make it difficult for the Partnership to avoid numerous small losses.)

Metals. The AHL Diversified Program used for the Partnership trades precious and base metals. As of December 31, 2022, the Partnership’s primary metals market exposures were in Silver, Gold, Copper and Platinum.

Agricultural. The Partnership’s has exposure to agricultural price movements, which are often directly affected by severe or unexpected weather conditions. Soymeal, soybeans, sugar and coffee accounted for the substantial bulk of the Partnership’s commodities exposure as of December 31, 2022.

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Energy. The Partnership’s primary energy market exposure is to gas and oil price movements, often resulting from political developments in the Middle East and economic conditions worldwide. Energy prices are volatile and substantial profits and losses have been and are expected to continue to be experienced in this market. As of December 31, 2022, the main exposures were in US natural gas, European natural gas, carbon emissions and heating oil.

Qualitative Disclosures Regarding Non-Trading Risk Exposure

The following were the only non-trading risk exposures of the Partnership as of December 31, 2022.

Foreign Currency Balances. The Partnership’s primary foreign currency balance is in Euro. The Partnership controls the non-trading risk of these balances by regularly converting these balances back into U.S. dollars (no less frequently than twice a month).

Cash Positions. The Partnership’s only market exposure in instruments held other than for trading is in its cash portfolio. The Partnership holds only cash in U.S. Treasury Bills and interest-bearing bank accounts. This cash is placed with highly rated counterparties with a priority placed on preservation of capital and reputation (i.e., appropriate level of credit risk, market risk and reputation risk) and liquidity (i.e., appropriate level of liquidity risk) with durations no longer than 1 year.

Qualitative Disclosures Regarding Means of Managing Risk Exposure

Risk management is an essential component of AHL’s investment management process. AHL has put in place a risk management framework which is designed to identify, monitor and mitigate the portfolio, operational and outsourcing risks relevant to its operations. AHL’s risk management framework is part of, and is supported by, the overarching risk management framework of its parent company, Man Group plc. Key principles of AHL’s risk management framework include the segregation of functions and duties where material conflicts of interest may arise and having an appropriate degree of independent and senior management oversight of business activities. As part of this independent oversight, AHL’s activities are subject to regular review by an internal audit function.

The AHL Diversified Program employs a systematic, statistically based investment strategy that is designed to identify and capitalize on trends and other inefficiencies in markets around the world. Trading signals are generated and executed via a finely tuned trading and implementation infrastructure. This process is quantitative, meaning that investment decisions are entirely driven by mathematical models based on quantitative analysis of historical relationships. It is underpinned by rigorous risk control, ongoing research, diversification and the constant quest for efficiency. Portfolio risk management consists primarily of monitoring risk measures and ensuring the systems remain within prescribed limits. The major risk monitoring measures and focus areas include value-at-risk, stress testing, implied volatility, leverage, margin-to-equity ratios and net exposures to sectors and different currencies.

Diversification is also a key feature of AHL’s risk management, as well as its investment, process. As well as emphasizing sector and market diversification, the AHL Diversified Program has been constructed to achieve diversification by combining various investment strategies. The AHL Diversified Program trades approximately 250 markets and these markets may be accessed directly or indirectly and include, without limitation, stock indices, bonds, currencies, short-term interest rates, energies, credits, metals and agriculturals. Another important aspect of diversification is the fact that the models generate signals across different timeframes, ranging from two to three days to several months. In line with the principle of diversification, the approach to portfolio construction and asset allocation is premised on the importance of deploying investment capital across the full range of sectors and markets. Particular attention is paid to correlation of markets and sectors, expected returns, trading costs and market liquidity. Portfolios are regularly reviewed and, when necessary, adjusted to reflect changes in these factors. AHL also has a systematic process for adjusting its market risk exposure in real time to reflect changes in the volatility, a measure of risk, of individual markets.

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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A.    Controls and Procedures.

The General Partner, with the participation of the General Partner’s Principal Executive Officer and Principal Financial Officer, has evaluated the effectiveness of the design and operation of the Partnership’s disclosure controls and procedures as of the end of the fiscal year for which this Annual Report on Form 10-K is being filed. Based on such evaluation, the General Partner’s Principal Executive Officer and Principal Financial Officer have concluded that the Partnership’s disclosure controls and procedures were effective as of the fiscal year ended December 31, 2022.

Changes in Internal Control over Financial Reporting

Section 404 of the Sarbanes-Oxley Act of 2002 requires the General Partner to evaluate annually the effectiveness of its internal controls over financial reporting as of the end of each fiscal year, and to include a management report assessing the effectiveness of its internal control over financial reporting in all annual reports. There were no significant changes in the General Partner’s internal control over financial reporting during the three-month period ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

Management’s Annual Report on Internal Control over Financial Reporting

The General Partner is responsible for establishing and maintaining adequate internal control over the financial reporting of the Partnership. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, as a process designed by, or under the supervision of, a company’s principal executive and principal financial officers and effected by a company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the accounting principles generally accepted in the United States of America. The General Partner’s internal control over financial reporting includes those policies and procedures that:

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The management of the General Partner assessed the effectiveness of its internal control over financial reporting with respect to the Partnership as of December 31, 2022. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013). Based on its assessment, management has concluded that, as of December 31, 2022, the General Partner’s internal control over financial reporting with respect to the Partnership is effective based on those criteria.

There were no significant changes in the General Partner’s internal controls with respect to the Partnership or in other factors applicable to the Partnership that could significantly affect these controls subsequent to the date of their evaluation.

Item 9B.    Other Information.

Not applicable.

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Item 9C.    Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

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PART III

Item 10.    Directors, Executive Officers and Corporate Governance.

(a, b)    Identification of Directors and Executive Officers

(i) As a limited partnership, the Partnership itself has no directors or executive officers. The Partnership’s affairs are managed by the General Partner. Man Investments (USA) Corp., a Delaware corporation, is the general partner of the Partnership.

Mr. Doug Hamilton is the president and principal executive officer of the General Partner, and Mr. Christopher Guarnotta is principal financial officer of the General Partner for purposes of the management of the Partnership. Their biographies are set forth below.

Doug Hamilton, is currently COO for Trading Platform and Core Technology across Man Group, an affiliate of the General Partner, responsible for overseeing all aspects of technology related to servicing trading, operational, and core infrastructure needs, as well as overseeing Man Group’s Order Management technology and proprietary operating platform known as ROSA. Doug joined Man Numeric, an affiliate of the General Partner, in 2000. Before that, he was at Boston Partners Asset Management, L.P. Doug holds a Bachelor of Science degree from Bucknell University.

Christopher Guarnotta, born July 1982, is Head of Middle Office Accounting at Man Numeric based in Boston, responsible for overseeing the shadow accounting, NAV and reconciliations of the operations team. Chris joined Man Numeric in 2014. Before that, he was at Battery march Financial Management and State Street. Chris holds a Bachelor of Science degree from Providence College.

(c)    Identification of Certain Significant Employees

None.

(d)    Family Relationships

None.

(e)    Business Experience

See Item 10 (a, b) above.

(f)    Involvement in Certain Legal Proceedings

None.

(g)    Promoters and Control Persons

Not applicable.

(h)    Code of Ethics

The Partnership has no employees, officers or directors and is controlled by the General Partner. The General Partner has adopted a Global Code of Ethics that applies to its principal executive officer and principal financial officer. A copy of this Global Code of Ethics may be obtained at no charge by written request to Man Investments (USA) Corp., 1345 Avenue of the Americas., Floor 21, New York, NY, 10105 or by calling: (212) 649-6600 (ask for the Chief Legal Officer).

(i)    Audit Committee Financial Expert

Because the Partnership has no employees or directors, the Partnership has no audit committee. The Partnership is managed by the General Partner. Mr. Christopher Guarnotta, principal financial officer for the General Partner, serves as the Partnership’s “audit committee financial expert.” Mr. Guarnotta is not independent of the management of the General Partner. The General Partner is not required to have, and does not have, independent directors.

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Item 11.    Executive Compensation.

The Partnership itself has no officers, directors or employees. None of the principals, officers or employees of the General Partner receive compensation from the Partnership. The General Partner invests all or substantially all of the Partnership’s assets in the Trading Company. The Trading Advisor makes all trading decisions for the Trading Company. The General Partner receives a monthly general partner administrative fee from the Partnership in an amount equal to 0.0833% of the month-end Net Asset Value of the Partnership (approximately a 1% annually). The Partnership pays the Trading Advisor, an affiliate of the General Partner, a monthly management fee in an amount equal to 0.1667% of the Partnership’s month-end Net Asset Value (approximately 2% annually) and 20% of any Net New Appreciation, described above under Item 1, achieved by the Partnership as of the end of each calendar month. The Trading Advisor may pay a portion of its management fees to the General Partner.

The officers and employees of the General Partner and Trading Advisor are compensated by the General Partner and Trading Advisor in their respective positions. These officers receive no other compensation from the Partnership. The Partnership has no compensation plans or arrangements relating to a change in control of either the Partnership, the General Partner or the Trading Advisor.

Item 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

(a)    Securities Authorized for Issuance under Equity Compensation Plans

None.

(b)    Security Ownership of Certain Beneficial Owners

The General Partner knows of no persons who own beneficially more than 5% of the Partnership’s Units. All of the Partnership’s general partner interest is held by the General Partner.

(c)    Security Ownership of Management

The Partnership has no officers or directors. Under the terms of the Limited Partnership Agreement, the Partnership’s affairs are managed by the General Partner. As of December 31, 2022, the General Partner’s interest in the Partnership was valued at $940,620 which constituted 0.97% of total partners’ capital.

As of December 31, 2022 no director, executive officer or member of the General Partner beneficially owned Units in the Partnership.

(d)    Changes in Control

There are no arrangements known to the Partnership or General Partner the operation of which would result in a change in control of the Partnership; provided, however, that pursuant to the Limited Partnership Agreement, the General Partner may admit additional or substitute general partners and may withdraw as general partner of the Partnership.

Item 13.    Certain Relationships and Related Transactions, and Director Independence.

The Partnership paid the General Partner and Trading Advisor aggregate administrative and management fees of $ 2,925,061 for the year ended December 31, 2022. The Partnership paid the Trading Advisor $0 in incentive fees for the year ended December 31, 2022. The Partnership paid Man Investments Inc., an affiliate of the General Partner and Trading Advisor that serves as the lead placement agent for the Partnership, $ 979,160 in servicing fees for the year ended December 31, 2022. The General Partner’s interest in the Partnership earned net income of $120,047 for the year ended December 31, 2022.

The Partnership has not and does not make any loans to the General Partner, its affiliates, their respective officers, directors or employees or the immediate family members of any of the foregoing, or to any entity, trust or other estate in which any of the

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foregoing has any interest, or to any other person (provided that the purchase of U.S. government instruments and the deposit of Partnership assets with banks, futures brokers and foreign exchange counterparties in connection with the trading operations of the Partnership are not considered to be loans).

None of the General Partner, its affiliates, their respective officers, directors and employees or the immediate family members of any of the foregoing, or any entity trust or other estate in which any of the foregoing has any interest has, to date, sold any asset, directly or indirectly, to the Partnership.

The Partnership has no directors, officers or employees and is managed by the General Partner. The General Partner is managed by its principals, none of whom is independent of the General Partner.

Item 14.    Principal Accounting Fees and Services.

(1)    Audit Fees

The aggregate fees for professional services provided by Ernst & Young Ltd., and other member firms of the global Ernst and Young organization, the Partnership’s independent registered public accounting firm, for the audit of the Partnership’s annual financial statements and review of financial statements included in the Partnership’s quarterly reports for the years ended December 31, 2022 and 2021 were approximately $293,300 and $276,640, respectively.

(2)    Audit-Related Fees

There were no fees for assurance and related services rendered by Ernst & Young Ltd. and other member firms of the global Ernst and Young organization for the years ended December 31, 2022 and 2021.

(3)    Tax Fees

The aggregate fees for services rendered by Ernst & Young Ltd. and other member firms of the global Ernst and Young organization for tax compliance, advice and planning services for the years ended December 31, 2022 and 2021 were approximately $279,536 and $231,000, respectively.

(4)    All Other Fees

None.

(5)    Pre-Approval Policies

Neither the Partnership nor the General Partner has an audit committee to pre-approve accountant and auditor fees and services. In lieu of an audit committee, the principals of the General Partner pre-approve all billings prior to the commencement of services.

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PART IV

Item 15.    Exhibits, Financial Statement Schedules.

(a)(1)    Financial Statements

The financial statements required by this Item are included herewith as Exhibit 13.1.    

(a)(2)    Financial Statement Schedules

All Schedules are omitted for the reason that they are not required or are not applicable because equivalent information has been included in the financial statements or the notes thereto.

(a)(3)    Exhibits as required by Item 601 of Regulation S-K

The following exhibits are included herewith.

The following exhibits are incorporated by reference herein from the exhibits of the same description and number filed on January 28, 2008 with the Partnership’s Registration Statement on Form 10 (Reg. No. 000-53043).

The following exhibit is incorporated by reference herein from the exhibit of the same description and number filed on August 13, 2014, for the quarterly period ended June 30, 2014, with the Partnership’s Quarterly Report on Form 10-Q.

The following exhibit is incorporated by reference herein from the exhibit of the same description and number filed on August 14, 2018, for the quarterly period ended June 30, 2018, with the Partnership’s Quarterly Report on Form 10-Q.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on March 28, 2023.

(Being the President, principal executive officer, the majority of the board of directors, and the principal financial officer of Man Investments (USA) Corp., in its capacity as the General Partner of the Registrant.)

Man Investments (USA) Corp.

General Partner of Registrant

March 28, 2023

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