ADVISORY BUSINESS
A. General Description of Advisory Firm.
Man Solutions Limited (“Man Solutions”) is a limited liability company, incorporated under the laws of England and Wales in June 1997. Man Solutions is authorized and regulated in the United Kingdom by the Financial Conduct Authority. Man Solutions’ current business commenced in September 2016.

Man Solutions is an indirect, wholly-owned subsidiary of Man Group plc, a London Stock Exchange-listed financial company and a component of the FTSE 250 Index. Man Group, through its investment management subsidiaries (collectively “Man”), is a global alternative investment management business and provides a range of fund products and investment management services for institutional and private investors globally. As of December 31, 2018, Man had approximately $108.5 billion of funds under management.

Man Solutions offers discretionary services through pooled investment vehicles (“Funds”) or separately managed accounts for institutional clients. Discretionary services are provided in accordance with the stated investment objectives, restrictions and policies of each client, as set out in the Fund’s offering memorandum or the investment management agreement respectively.

Important information regarding each Fund and separately managed account, which may include investment objectives, risks, strategy, fees and other material information, including applicable conflicts of interest regarding relationships with affiliates is contained in each Fund’s offering documents and in each separately managed account's investment management agreement, as the case may be. In addition to investment management services, Man Solutions provides distribution services to its affiliates primarily in the UK and Europe. Man Solutions does not provide such services in the US. Man Solutions complies with applicable US securities regulations only with respect to its US clients. Man Solutions’ Services Man Solutions provides a single, centralized investment manager for clients to access investment capabilities across its affiliated managers including: AHL Partners LLP, GLG Partners LP, GLG LLC, Man Solutions (USA) LLC and Numeric Investors LLC (collectively “Affiliated Managers”), each of which is registered as an investment adviser with the SEC as further described in Item 10. Man Solutions provides discretionary services to the Alternative Risk Premia strategy; to a number of Multi-Strategy funds; and to the Man Institutional Solutions platform as further described in Item 8. Man Solutions works closely with its clients in developing customized portfolios which include investments in funds (“Affiliated Fund(s)”) and/or allocations to separately managed accounts managed on a discretionary basis by affiliates through a sub-advisory arrangement (“Affiliated Accounts”). Affiliated Managers invest directly in financial instruments on behalf of Man Solutions clients.

Funds or separately managed accounts managed by Affiliated Managers will invest in a wide variety of financial instruments including, but not limited to, U.S. and foreign equity and debt securities, common and preferred stocks (including small-cap stocks), commodities and futures contracts, derivatives, options on securities and commodities, warrants, convertible securities, bonds, foreign currencies, residential and/or commercial mortgage-backed and mortgage-related securities, mortgages, collateralized loan obligations, other asset backed securities including securities backed by student loans, interests in other pooled investment vehicles, privately placed securities or other assets, real estate, structured products, U.S. and foreign government securities and other financial instruments and assets of investment grade or below investment grade. Certain affiliated advisory firms may be considered “Participating Affiliates” of Man Solutions or the Affiliated Managers (as that term is used in relief granted by the staff of the Securities and Exchange Commission (“SEC”)) allowing investment advisers registered with the SEC to use portfolio management, operations, and trading resources of advisory affiliates and personnel subject to the supervision of an SEC-registered adviser. Professionals from such Participating Affiliates may render portfolio management, risk management, research, trading or other related services to the Participating Affiliates under separate services agreements. Fees may be paid by and received from the parties under these arrangements.

Man provides a number of centralized functions to Man Solutions and the Affiliated Managers, which includes trading, risk management, operations, middle office accounting, finance, proxy voting, class actions, human resources, facilities, tax, legal, compliance, information technology, among other such services. As used herein, the term “client” generally refers to each Fund and each beneficial owner of a separately managed account.
B. Description of Advisory Services.
Please see Item 8 herein. This Brochure generally includes information about Man Solutions and its relationships with its clients and affiliates. While much of this Brochure applies to all such clients and affiliates, certain information included herein applies to specific clients or affiliates only. This Brochure does not constitute an offer to sell or solicitation of an offer to buy any securities. The securities of the Funds which are “private funds” are offered and sold on a private placement basis under exemptions promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and other exemptions of similar import under U.S. state laws and the laws of other jurisdictions where any offering may be made. In the U.S. shares in the Funds are generally offered on a private placement basis to U.S. persons, and outside the U.S., in accordance with Regulation S of the Securities Act with respect to non U.S. persons, and subject to certain other conditions, which are fully set forth in the offering documents for the Funds. The interests in the Fund are generally offered in the U.S. on a private placement basis, pursuant to Section 3(c)(7) of the Investment Company Act 1940, as amended (the “Company Act”), to persons who are “accredited investors” as defined under the Securities Act and “qualified purchasers” as defined under the Company Act, and subject to certain other conditions, which are set forth in the offering documents for the Funds. Persons reviewing this Brochure should not construe this as an offer to sell or solicitation of an offer to buy the securities of any the Funds described herein. Any such offer or solicitation will be made only by means of an offering memorandum.
C. Availability of Customized Services for Individual Clients.
Man Solutions’ investment decisions and advice with respect to each Fund are subject to the relevant Fund’s investment objectives and guidelines, as set forth in its offering documents. Similarly, Man Solutions’ investment decisions and advice with respect to each separately managed account are subject to each client’s investment objectives and guidelines, as set forth in the client’s investment management agreement/trading advisory agreement, as well as any written instructions provided by the client. An existing Fund may issue other classes, sub-classes, tranches, sub-tranches and/or series (or sub-series) of shares or interests, as applicable, in the future (or enter into “side letter” agreements with certain investor(s) that alter, modify or change the terms of the shares or interests, as applicable, held by the investor(s)), which may differ and may be more favorable from the shares or interests, as applicable, currently offered by the Fund in terms of, among other things, the performance compensation, the management fee, redemption rights (including redemption dates and notice periods), currency denomination, minimum and additional subscription amounts, informational rights and other rights. New classes, sub-classes, tranches, sub-tranches and/or series (or sub-series) of shares or interests, as applicable, may be issued (or “side letter” agreements may be entered into) by a Fund’s board of directors, in its sole discretion, on behalf of the Fund, in consultation with Man Solutions, without providing prior notice to, or receiving consent from, existing investors. The terms of such agreements will be determined by the board of directors
D. Wrap Fee Programs.
Man Solutions does not participate in wrap fee programs.
E. Assets Under Management.
As of December 31, 2018, Man Solutions manages approximately $7.3 billion in regulatory assets under management on a discretionary basis. please register to get more info

FEES AND COMPENSATION
Man Solutions’ fee schedule is omitted because this brochure is being delivered only to qualified purchasers, as defined in section 2(a)(51)(A) of the Company Act. Man Solutions does not maintain a basic fee schedule. Fees for each client are determined on a case-by-case basis. The following is a general overview of the types of fees Man Solutions charges its clients:
A. Advisory Fees and Compensation.
Man Solutions offers discretionary investment management services and the fees and performance compensation, if any, for such services will be negotiated on a case-by-case basis and as such may differ from each other. Depending on the investment strategy, the nature of the account and other factors, the compensation will generally be in the form of an asset based fee that is generally paid either monthly, quarterly or semi-annually in arrears. Fees vary by separately managed account, Fund and by share class. In addition, Man Solutions may be compensated in the form of incentive or performance based fees in compliance with Rule 205-3 under the Investment Advisers Act of 1940 (“Advisers Act”). The incentive or performance based fees may be subject to a high water mark or in some cases, a hurdle rate which is typically based upon a specified interest rate.

The Funds Man Solutions manages have different share classes which may have a different fee schedule. Fees may be negotiable or waivable or may be rebated depending on a variety of factors, including, among other things, type and extent or advisory services offered, amount of assets under management, the overall relationship with the investor and other services offered or provided to the Fund or investor.

Man Solutions’ fees and compensation will be shared from time to time with its affiliates.

Man Alternative Risk Premia Advisory Fees and Compensation Currently, the Alternative Risk Premia strategy is offered in the form of one or more funds (“ARP Fund(s)”) or separately managed accounts. Each share class in each ARP Fund is subject to different management fees as further described in each ARP Fund offering memorandum. The management fees currently range between 0.7% and 2%. The management fee is calculated and accrued each valuation day and paid in arrears. The management fee is calculated prior to reduction for the management fee being calculated but after accrual of all other fees and expenses. The Investment Manager may pay a portion of its fees to placement agents at no additional cost to investors. The amount of such payments may vary. Man Solutions has established ARP Funds and may establish additional ARP Funds in which it does not charge performance-based fees. Certain ARP Funds pays an affiliated services manager a services management fee up to no more than 0.5% per annum of the net asset value of each relevant ARP Fund or an amount set out in the offering document of the relevant ARP Fund. The Services Manager is responsible to relevant ARP Funds for selecting and appointing (as principal) service providers to provide administration services, including general shareholder services and certain accounting and valuation services, as well as monitoring the providers of those services. Disbursements for the services manager are invoiced separately and payable monthly. The services manager pays all or a portion of the fees it receives from each relevant ARP Fund to the administrator. However, each ARP Fund bears its own costs, expenses and other fees and will in some cases proportionately bear the costs and expenses (but not a separate additional services fee) of the administrator, the custodian (including without limitation transactions charges) and other fees, costs and expenses. Certain investors in the ARP Funds may also be subject to withdrawal/redemption fees, as described in the ARP Funds’ offering documents. Refer to the ARP Fund’s offering documents for a complete description of fees and expenses of the ARP Fund.

Man Solutions Advisory Fees and Compensation in General

As previously mentioned, fees are determined on a case by case basis. Due to the nature of its investment strategy whereby it will invest in Affiliated Funds and/or allocate to Affiliated Accounts, there are different fee models which could be applied by Man Solutions as described below:


• A fee model whereby management fees and performance fees are charged directly by the Fund or separately managed account managed by Man Solutions and no management fees or performance fees are applied at the level of Affiliated Funds and/or Affiliated Accounts that Man Solutions invests in or allocates to;
• A fee model whereby management fees and performance fees are charged directly by the Fund or separately managed account managed by Man Solutions and any management fees or performance fees applied at the level of the Affiliated Funds and/or Affiliated Accounts that Man Solutions invests in or allocates to are rebated to the Fund or separately managed account managed by Man Solutions to ensure that the fees levied by Man Solutions do not exceed those stated in the relevant investment management agreements or offering documents;
• A fee model whereby no management fees or performance fees are charged directly by the Fund or separately managed account managed by Man Solutions. Management fees and performance fees will be applied at the level of Affiliated Funds and/or Affiliated Accounts that Man Solutions invest in or allocates to and retained by the relevant Affiliated Managers. The Funds’ or separately managed accounts’ investment management agreements or offering documents will state a maximum management fee and performance fee which may be levied by Affiliated Funds and/or Affiliated Accounts. With respect to certain clients Man Solutions has the ability to waive or reduce the management fee and/or performance compensation attributable to such client. Man Solutions may also fully or partially rebate any performance-based fees. Man Solutions may also invest client assets in investments that may charge additional fees and/or allocations. Clients/investors may therefore indirectly bear (i) advisory fees or an allocation (including management, performance, administrative, brokerage, custodial, overhead, operational or other fees or a performance allocation) to Man Solutions or its affiliates and (ii) fees charged by the underlying investment. Investments that charge additional fees may include, but are not limited to, money market funds, short-term investment vehicles, exchange traded funds, pooled investment vehicles, special purpose investment vehicles and alternative investment vehicles. Generally, the investment management agreements may be terminated by either party in accordance with the terms and notice period described in each investment management agreement. Man Solutions’ investment management agreements are generally terminable upon 60 to 90 days prior written notice, without penalty, or upon a breach, and/or also may be automatically renewed.
B. Payment of Fees.
Fees and compensation paid to Man Solutions by the Funds or separately managed accounts are generally paid by the client from its assets. With regards to the Funds, the fees are calculated by the Fund’s administrator and are paid directly from the Fund’s assets. Asset based management fees are generally paid on a monthly, quarterly or semi-annual basis in arrears in accordance with the Fund’s offering memorandum or the client’s investment management agreement as set out in the relevant offering documents or investment management agreement as applicable. Management fees and performance-based compensation may be pro-rated for partial periods. In the event that an agreement is terminated, any fees that have been pre-paid will be reimbursed on a pro rata basis. Man Solutions employees may invest in one or more Affiliated Funds. Man Solutions employees may or may not be subject to a management fee or performance based compensation by these Funds and/or Affiliated Funds. Man Solutions reserves the right to charge a discounted fee in its sole discretion. In addition, Man Solutions’ employee investments may or may not be subject to the same liquidity terms or fees as those of other investors in such funds.
C. Additional Fees and Expenses.
Additional Fees and Expenses for Alternative Risk Premia Strategy Fund investors should refer to the Fund’s governing documents for details relating to specific expenses relating to the Fund. Each Fund will bear its own operating and other expenses and its pro rata share of the Fund’s general expenses, the amount of which may vary, including, without limitation, as applicable: fund formation expenses, director’s fees, fees paid to the administrator; fees paid to the custodian; investment-related expenses (e.g. brokerage commissions and transaction costs, currency hedging costs, legal costs to review, research, negotiate and settle potential and actual transactions, as applicable (including, without limitation, investment-related litigation expenses), audit costs, clearing and settlement charges, custodial fees, interest expense, consulting, investment banking and a other professional fees or compensation relating to particular investments or contemplated investments and research related expenses, including, without limitation, news and quotation equipment and services (including fees for data and software providers)); expenses relating to third-party valuation services; expenses attributable to any third-party proxy voting service; expenses relating to reports provided to shareholders; external legal and compliance expenses (which include, without limitation, responding to formal and informal inquiries, subpoenas, investigations and other regulatory matters, indemnification expenses and expenses associated with regulatory filings relating to the Fund and/or a Fund’s expenses, expenses relating to the offer and sale of shares; taxes; expenses related to the maintenance of the Fund’s registered office; corporate licensing expenses; clearing, registration and reporting fees and expenses due to regulatory, supervisory or fiscal authorities in various jurisdictions, including as a result of AIFMD; insurance; interest; brokerage costs; liquidation costs; promotional and marketing expenses; and the out-of-pocket expenses incurred by the Fund’s service providers. Operating costs will be allocated pro rata among each share class and series based on their respective net asset values. Additional Fees and Expenses for Multi-Strategy funds and the Man Institutional Solutions Platform Expenses for the Multi-Strategy funds and for products accessed via the Man Institutional Solutions platform may differ from the Alternative Risk Premia Strategy. The Multi-Strategy funds are not offered or available to US investors. Expenses for the Multi- Strategy funds are described in detail in their respective offering documents. Expenses for Man Institutional Solutions platform products may be similar to those described above and are detailed in the individual investment management agreements or bespoke offering documents. Allocation of expenses A Fund may incur an expense which forms part of a larger aggregate expense relating to a number of investment entities for which Man Solutions or its affiliates provide services. Such expense will normally be allocated between the relevant investment entities, including the Fund, pro rata to the value of the net assets of the relevant investment entity, in conjunction with a flat fee per investment entity for a portion of the Expense, where possible and appropriate. The Fund’s directors shall liaise with the Investment Manager in order for the aforementioned directors to determine the basis on which the Expense shall be allocated to the Fund and in doing so will seek to ensure that all Expenses borne by the Fund are appropriate and equitable. Costs may be amortized over a period of time to ensure that large expenses are borne in an equitable manner. Each separately managed account will generally bear certain fees and expenses described below. Not all of Man Solutions’ clients will bear such fees and expenses. However, the following sets forth the types of expenses that Man Solutions’ clients generally bear to the extent permitted and as described within the investment management agreement: account operating and other expenses including, but not limited to, fees paid to administrators; fees paid to custodians; investment-related expenses (e.g., brokerage commissions (see Item 12 for more information on brokerage expenses) and transaction costs, clearing and settlement charges, interest expense, consulting, investment banking and any other professional fees or compensation relating to particular investments or contemplated investments and research- related expenses, including, without limitation, news and quotation equipment and services (including fees for data and software providers)); expenses relating to third-party valuation services; expenses relating to reports provided to members; external legal and compliance expenses (which include, without limitation, responding to formal and informal inquiries, subpoenas, investigations and other regulatory matters, indemnification expenses and expenses associated with regulatory filings relating to the separately managed account’s investments, if applicable); external accounting, audit and tax preparation expenses; organizational expenses; expenses related to the maintenance of the client’s registered office; and corporate licensing expenses, as applicable. Man Solutions or its affiliates may pay certain of the aforementioned expenses and may therefore be entitled to be reimbursed by a Fund in respect of such expenses. please register to get more info

PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT
Man Solutions accepts performance-based fees for some, but not all clients to whom it provides investment advisory services, as described above. Man Solutions may face a conflict of interest by managing accounts that are subject to a performance-based fee or allocation, including that Man Solutions may have an incentive to favor accounts for which it receives performance-based fees or allocations. Man Solutions may also have an incentive to favor accounts from which it will receive a performance fee or allocation calculated at a higher rate over accounts from which it will receive a performance fee or allocation calculated at a lower rate. Generally, Man Solutions addresses this conflict of interest through the adoption of conflicts of interest policies and procedures that are designed to ensure that the services provided or activities conducted are carried out with integrity and an appropriate degree of independence to protect the interests of clients. These policies and procedures include the prevention or control of information exchange, appropriate organizational structures and supervisory roles (to prevent inappropriate influence of one person over another, or the involvement of a person where such involvement could impair the proper management of conflicts of interest). In addition, Man Solutions utilizes an investment allocation policy designed to treat all accounts fairly and equitably. Please see Item 11.B.2 below.

Performance-based fee compensation may create an incentive for Man Solutions or its Affiliated Managers to make riskier or more speculative investments than would be the case in the absence of such performance fees. The Affiliated Funds and Affiliated Accounts in which the Funds and separately managed accounts invest may also have similar performance fee arrangements and similar conflicts, and an Affiliate Fund and/or Affiliated Account may be entitled to a performance-based fee even if a Fund’s or separately managed account’s overall returns are negative. Generally, where an Affiliated Manager may be entitled to receive performance fees (indirectly) from the Fund or separately managed account, such fees are typically rebated to ensure that they do not exceed the maximum performance fee levied on the aggregated net asset value of the assets. For the avoidance of doubt, Man Solutions will ensure that there will be no double layering of performance fees where Man Solutions invests in Affiliated Funds and/or Affiliated Accounts.
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TYPES OF CLIENTS
Man Solutions provides discretionary investment services primarily to Funds and institutional managed accounts. The securities of these Funds are not registered under the Securities Act of 1933. In addition, the Funds are not registered under the Investment Company Act of 1940, and may or may not be continuously offered. Redemption rights with respect to each Fund are set forth in the confidential private placement memorandum for each Fund. Termination rights with respect to each managed account are set forth in the investment management agreement for each managed account. Investments in the Funds may be subject to a minimum investment requirement which under certain conditions may be waived as set forth in the Fund’s confidential private placement memorandum. please register to get more info

METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS
A. Methods of Analysis and Investment Strategies.
The descriptions set forth in this Brochure of specific advisory services that Man Solutions offers to clients, and investment strategies pursued and investments made by Man Solutions on behalf of its clients, should not be understood to limit in any way Man Solutions’ investment activities. Man Solutions may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this Brochure, that Man Solutions considers appropriate, subject to each client’s investment objectives and guidelines. The investment strategies Man Solutions pursues are speculative and entail substantial risks. Clients should be prepared to bear a substantial loss of capital. There can be no assurance that the investment objectives of any client will be achieved. Portfolio management of each client is based on investment parameters and objectives such as return, risk, correlation and diversification. Man Solutions periodically adjusts allocations among Affiliated Funds, Affiliated Accounts and investment strategies based on a variety of factors, including, but not limited to, changes in strategic or tactical allocations; comparison of an Affiliated Manager’s performance relative to its peer group; a change in an Affiliated Manager’s investment strategy; and changes in circumstance with respect to the advisers operations such as the departure of key personnel. Furthermore, Man Solutions may utilize other sources of information which may exist from time to time. Man Solutions’ may invest in Affiliated Funds such as limited partnerships, limited liability companies, separately managed account vehicles, offshore corporations, offshore exempted companies or other structures where it believes that such investments are suitable and appropriate investments pursuant to each client’s investment strategy. Affiliated Managers may invest the assets of Affiliated Funds and Affiliated Accounts in U.S. and foreign equity and debt securities, common and preferred stocks (including small-cap stocks), commodities and futures contracts, derivatives, options on securities, mortgages, collateralized loan obligations, other asset backed securities including securities backed by student loans, interests in other pooled investment vehicles, privately placed securities or other assets, real estate, structured products, U.S. and foreign government securities and other financial instruments and assets of investment grade or below investment grade. The derivative instruments in which clients may purchase or sell include, without limitation, credit derivatives, exchange-traded or over-the-counter derivatives, swaps (including, but not limited to, basket swaps, equity swaps, credit default swaps, contracts for difference and total return swaps), and deliverable and non-deliverable forward contracts. The Funds and separately managed accounts may also from time to time purchase or sell currencies, forward currency contracts or other derivative related instruments. Man Solutions implements client diversification policies by allocating capital among a number of Affiliated Funds and/or Affiliated Accounts and across a variety of investment strategies and investment opportunities selected by it. Alternative Risk Premia Strategy The Alternative Risk Premia Strategy’s investment objective is to provide absolute returns in a cost-effective manner by allocating capital to Affiliated Funds and/or Affiliated Accounts that primarily implement alternative investment strategies. Each Fund and separately managed account will typically encompass a variety of alternative risk premia styles. While a Fund or separately managed account should be expected to have market directionality, it may also invest in Affiliated Funds and/or Affiliated Accounts with limited market directionality to the extent the opportunity set for those strategies is more attractive or their risk profile suits the Fund or separately managed account. Special situations Affiliated Funds or Affiliated Accounts may also be included. Investments may be undertaken through Affiliated Funds or Affiliated Accounts which can deploy higher leverage and/or variations from the main strategy such as higher portfolio concentration.

Each Fund will constitute a highly concentrated hedge fund portfolio allocating its capital to Affiliated Funds or Affiliated Accounts. Due to the concentration of each Fund’s or separately managed account’s portfolio, they can be highly exposed to single risk factors. Because each Fund and separately managed account intends to focus on a limited number of alternative investment strategies, they may not be suitable for certain investors and experience materially higher volatility than a standard fund of funds. There can be no assurance that the Fund’s or separately managed account’s investment objective of protecting capital and capturing equity market upside will be achieved.

Alternative risk premia strategies can be thought of as the returns generated by common hedge fund trading strategies that are often used by hedge fund managers. These common strategies move beyond traditional, static risk premia (e.g., equity risk) by taking, for example, long and short positions or executing dynamic trading strategies. However, as they are often simple and mechanistic in nature they should be correctly labelled as betas. Examples of these risk premia could include trading momentum in futures, trading value in equities or trading carry in foreign exchange markets. Alternative risk premia strategies are usually implemented via systematic trading strategies that trade in highly liquid markets, and hence usually offer reduced fees, improved liquidity and capital efficacy above investing directly in hedge funds, albeit at the cost of exposure to any strategy alpha.

There may be no formal limitations on the investment strategies an Affiliated Manager may implement or the financial instruments and assets an Affiliated Manager may trade. The Affiliated Managers generally have broad authority to invest across all asset classes, including, but not limited to, equity and debt securities (and any other type of security), derivatives, commodities and currencies, in any of the world’s capital or derivative markets. While certain Affiliated Managers may diversify their investment and trading activities, others may focus primarily on certain markets, sectors or geographic regions. Certain Affiliated Managers may use leverage and derivatives to structure their trades, which they may hold for varying lengths of time. Each Fund’s and separately managed account is expected to be concentrated amongst a focused group of risk premia strategies, and initially has been concentrated amongst no more than five to ten risk premia strategies. A Fund or separately managed account will generally not be the sole investor in the Affiliated Funds, and other investors, including investors investing through investment vehicles not managed or advised by the Investment Manager or its Affiliated Managers, may also invest in Affiliated Funds. Alternative Risk Premia Affiliated Managers Each Fund and separately managed account has allocated capital to the following affiliates: AHL Partners LLP based in London and Numeric Investors LLC based in Boston. AHL Partners LLP AHL Partners LLP provides investors with highly liquid and efficient trading strategies which offer low correlation to more traditional investment disciplines. The business was established in 1987 as a division of Man Investments Limited. AHL Partners LLP is authorized and regulated by the FCA and is registered with the SEC as an investment adviser under the Advisers Act. AHL Partners LLP is also registered as a commodity pool operator (“CPO”) and commodity trading advisor (“CTA”) with the CFTC and is a member of the NFA. Numeric Investors LLC Numeric Investors LLC is an institutional investment manager registered with the SEC as an investment adviser under the Advisers Act. Numeric Investors LLC is also registered with the CFTC as a CPO and is a member of the NFA. Investment Process The investment process of the Investment Manager includes, among others, the following activities: manager selection, portfolio construction and management, investment allocation, and manager and portfolio monitoring. Generally, the Investment Manager works with Affiliated Managers to gather available strategy and market specific information. It then analyzes this information to enable it to choose what it believes to be the best alternative risk premia strategy and to create and manage portfolios utilizing Affiliated Funds or Affiliated Accounts. The Investment Manager regularly monitors the Affiliated Managers and the Fund’s and separately managed account’s performance. It should be noted that certain of the Investment Manager’s personnel also work for Man Solutions’ affiliates that manage fund of funds. Although the Investment Manager generally intends to allocate all or a substantial portion of each Fund’s or separately managed account’s capital to Affiliated Funds and Affiliated Accounts, the Investment Manager may also direct investments for cash management, risk control or defensive purposes through its Affiliated Managers. Such affiliates may also employ leverage, currency hedging and risk overlay to the Funds. Manager Selection and Portfolio Monitoring Affiliated Managers are, notwithstanding their affiliation, generally subject to extensive due diligence. The Investment Manager selects Affiliated Managers and investment opportunities at its sole discretion via its Alternative Risk Premia Portfolio Management Committee but may in the process utilize the research, operational and investment risk capabilities of its affiliates. Each Fund and separately managed account is monitored by Man Solutions. This coverage is intended to ensure that each Affiliated Fund, separately managed account and its Affiliated Managers are monitored by individuals within the Man Solutions who have an in- depth understanding of the Affiliated Fund, Affiliated Account and its Affiliated Managers, as well as knowledge of the market environment affecting that particular strategy. Man Solutions receives position level transparency from the Affiliated Managers with respect to Affiliated Funds and Affiliated Accounts. Man Solutions regularly compares each Affiliated Manager’s returns against, among other things, past performance and representative peer group, by looking at for example, returns, Sharpe ratio, volatility and downside risk statistics. Man Solutions monitors all portfolios regularly to ensure that each portfolio is appropriately diversified and is managed in accordance with its investment objectives and guidelines. Multi-Strategy funds The investment program for the Multi-Strategy funds is different from the Alternative Risk Premia strategies. The Multi-Strategy funds are not available to US investors. With regards to the Multi-Strategy funds, Man Solutions invests in Affiliated Funds and/or Affiliated Accounts. The Multi-Strategy funds generally invest in short, medium and long-term investment opportunities through a strategy of investment in a diversified portfolio of Affiliated Funds and/or Affiliated Accounts that invest in securities including, but not limited to equities, bonds of investment and non-investment grade, currencies, derivative products and other asset classes. Derivative products may include but will not be limited to options, futures, forwards, contracts for difference and swap transactions, traded on a regulated market or over-the-counter. In pursuing the investment objectives for the Multi-Strategy funds, Man Solutions may conduct its own analyses and may also use the analyses of its Affiliated Managers as well as third parties. Man Solutions may use many sources of information in its analyses of securities which may be obtained from its Affiliated Managers or third parties. These sources include but are not limited to: financial filings; business, economic, financial and other publications; trade journals; other money managers or financial services professionals; media sources; information from brokers including, research, models, discussions with analysts, idea meetings, and other information provided by brokers; third-party data services; external research; one-on-one conversations with company management teams, suppliers, customers, end users and sector specialists, as well as lawyers, economists, strategists, lobbyists and academic specialists. In addition, Man Solutions may employ third-party consultants to provide it with fundamental and technical research, including, but not limited to, information regarding various markets, industries and companies. Furthermore, Man Solutions may utilize other sources of information which may exist from time to time. Important information regarding each client, including: investment objectives, strategy, and other material information are contained in the Fund’s offering memorandum or the client’s separately managed accounts’ investment management agreement respectively. The investment processes outlined above represent a summary of the investment processes as they are currently operated at the Investment Manager. The Investment Manager may at any time change the way in which it implements or carries out any of the investment processes. Affiliated Funds and Affiliated Accounts may also engage in specific trading strategies such as algorithmic trades, short term trading and other investment strategies. They may also engage in other investment and trading strategies that may be deemed appropriate from time to time. Investment strategies utilized are described in greater detail in each Fund’s offering document and in each client’s investment management agreement.

Man Institutional Solutions platform Man Institutional Solutions builds bespoke portfolios for institutional clients and facilitates investments across the investment strategies of Affiliated Managers. Clients select from the investment strategies of Affiliated Managers; including systematic and discretionary; and alternative or long-only strategies. The investment strategies can be utilized in the management of the funds-of-one or separately managed accounts, the details of which are described in greater detail in each fund’s offering document and in each client’s investment management agreement.
B. Material, Significant or Unusual Risks Relating to Investment Strategies.
The investment strategies Man Solutions pursues are speculative and entail substantial risks. Clients should be prepared to bear a substantial loss of capital. There can be no assurance that the investment objectives of any client will be achieved. The following risk factors do not purport to be a complete list of explanation of the risks involved in an investment in a Fund or separately managed account by Man Solutions. The following risk factors may not be applicable to all clients and are based on the Alternative Risk Premia strategy. Investments are speculative and involve a substantial degree of risk, including the risk that an investor could lose some or all of its investment. Prospective clients should carefully consider the risks of investing, which include, without limitation, those set forth below. These risk factors include only those risks Man Solutions believes to be material, significant or unusual and relate to particular significant investment strategies or methods of analysis employed by Man Solutions and do not purport to be a complete list or explanation of the risks involved in an investment in the clients advised by Man Solutions.
Limited Performance History
Each Fund has limited performance history. The past performance of other funds of funds managed or advised by the Investment Manager, as well as the past performance of the Affiliated Funds and Affiliated Accounts, either individually or in any combination, is not indicative of how a Fund or any particular Affiliated Fund or Affiliated Account will perform in the future. There can be no assurance that the performance of any Fund or Affiliated Fund or Affiliated Account will be comparable in the future to what it has been in the past or that a Fund or any Affiliated Funds or Affiliated Accounts will achieve their investment objectives or avoid substantial or total losses.
Investment Risk Generally
All investments risk the loss of capital. The nature of the securities to be purchased by Man Solutions, Affiliated Funds, Affiliated Accounts and the investment techniques and strategies to be employed by Man Solutions, the Affiliated Funds or Affiliated Accounts in an effort to increase profits may increase this risk. No guarantee or representation is made that a Fund’s, Affiliated Fund’s or Affiliated Account’s investment program will be successful.
An Affiliated Portfolio Manager’s Trading Strategies may not be Successful
There can be no assurance that the trading strategies employed by the managers of any Affiliated Fund will be successful. For example, the proprietary models used by an Affiliated Manager may not function as anticipated. While each Affiliated Manager generally has a performance record reflecting its prior experience in using the strategies that will be applied to trading for the Affiliated Fund, such performance cannot be used to predict future profitability. Man Solutions may also invest in an Affiliated Fund with little or no performance record.
General Economic and Market Conditions
The success of any investment activity is affected by general economic conditions, which may affect the level and volatility of markets and the extent and timing of investor participation in such markets. Unexpected volatility or illiquidity in the markets in which Man Solutions or an Affiliated Fund directly or indirectly holds positions could impair the Man Solutions’ or its Affiliated Managers’ ability to carry out its business or cause it to incur losses.
Market Crisis and Government Intervention
The global financial markets have since 2007 gone through periods of pervasive and fundamental disruptions that have led to extensive and unprecedented governmental intervention. Such intervention has in certain cases been implemented on an “emergency” basis, suddenly and substantially eliminating market participants’ ability to continue to implement certain strategies or manage the risk of their outstanding positions. In addition — as one would expect given the complexities of the financial markets and the limited time frame within which governments have felt compelled to take action — these interventions have typically been unclear in scope and application, resulting in confusion and uncertainty which in itself has been materially detrimental to the efficient functioning of the markets as well as previously successful investment strategies. The Funds, Affiliated Funds or Affiliated Accounts may incur major losses in the event of disrupted markets and other extraordinary events in which historical pricing relationships become materially distorted. The risk of loss from pricing distortions is compounded by the fact that in disrupted markets many positions become illiquid, making it difficult or impossible to close out positions against which the markets are moving. The financing available to a Fund, Affiliated Fund or Affiliated Account from its banks, dealers and other counterparties is typically reduced in disrupted markets. Such a reduction may result in substantial losses to the Fund, Affiliated Fund or Affiliated Account. Market disruptions may from time to time cause dramatic losses for the Funds, Affiliated Funds or Affiliated Accounts, and such events can result in otherwise historically low-risk strategies performing with unprecedented volatility and risk.
Eurozone Crisis
As a result of the crisis of confidence in the markets which has caused bond yield spreads (the cost of borrowing in the debt capital markets) and credit default spreads (the cost of purchasing credit protection) to increase, most notably in relation to certain Eurozone countries, certain countries in the EU had to accept “bailouts” from banks and lines of credit from supra- governmental agencies such as the International Monetary Fund and the European Financial Stability Facility. The European Central Bank also intervened to purchase Eurozone debt in an attempt to stabilize markets and reduce borrowing costs. It is possible that a country may leave the Eurozone and return to a national currency, and as a result may leave the EU and/or that the Euro, the European single currency, will cease to exist in its current form and/or lose its legal status in one or more countries in which it currently has such status. The effect of such potential events on the Funds, Affiliated Funds or Affiliated Accounts is impossible to predict.
United Kingdom Withdrawal from EU

On June 23, 2016, the United Kingdom held an “in-or-out referendum” on the United Kingdom’s membership of the EU, the result of which favored the exit of the United Kingdom from the EU (“Brexit”). The United Kingdom has the largest financial services sector in the EU. A process of negotiation will determine the future terms of the United Kingdom’s relationship with the EU which could take many forms. In the meantime, the United Kingdom remains a member of the EU. The potential impact of Brexit on the Funds or affiliated funds is currently unclear. Depending on the terms of Brexit, economic conditions in the United Kingdom, the rest of the EU and global markets may be adversely affected by reduced economic growth and increased volatility. The uncertainty before, during and after the period of negotiation could also have a negative economic impact and increase volatility in the financial markets, particularly (but not exclusively) in the EU. Such volatility and negative economic impact could, in turn, adversely affect the liquidity and trading of Man Solutions or its Affiliated Managers. Further items that may be affected by Brexit may include the passporting of financial services within the EU, the location of the Investment Manager and its ability to attract talented professionals, the legal and regulatory environment in which the Funds or the Investment Manager or its affiliates operates and the ability of the Funds or affiliated funds to raise capital from investors within the EU. It is possible that Brexit will stimulate further calls for referenda and political instability amongst member states of the EU and in the United Kingdom itself, with attendant risks.
Market Disruptions
Man Solutions, its Affiliated Managers or the Funds, Affiliated Funds or Affiliated Accounts may incur major losses in the event of disrupted markets and other extraordinary events which may affect markets in a way that is not consistent with historical pricing relationships. The risk of loss from a disconnect with historical prices is compounded by the fact that in disrupted markets many positions become illiquid, making it difficult or impossible to close out positions against which the markets are moving. The financing available to Man Solutions or the Affiliated Funds from banks, dealers and other counterparties will typically be reduced in disrupted markets. Such a reduction may result in substantial losses to the respective Funds. In 1994, in 1998 and again in the so-called “credit crunch” of 2007-2009 a sudden restriction of credit by the dealer community resulted in forced liquidations and major losses for a number of investment vehicles. The “credit crunch” of 2007-2009 particularly affected investment vehicles focused on credit-related investments. However, because market disruptions and losses in one sector can cause ripple effects in other sectors, during the “credit crunch” of 2007-2009 many investment vehicles suffered heavy losses even though they were not necessarily heavily invested in credit-related investments. In addition, market disruptions caused by unexpected political, military and terrorist events may from time to time cause dramatic losses for the Funds or affiliated funds and such events can result in otherwise historically low-risk strategies performing with unprecedented volatility and risk. A financial exchange may from time to time suspend or limit trading. Such a suspension could render it difficult or impossible for the Funds, Affiliated Funds or Affiliated Accounts to liquidate affected positions and thereby expose them to losses. There is also no assurance that off- exchange markets will remain liquid enough for the Funds or the affiliated funds to close out positions.
System Failure
Man Solutions and its Affiliated Managers may make extensive use of trading software. As such, the Funds, Affiliated Funds or Affiliated Accounts may be more than usually exposed to risks caused by failures of IT infrastructure and data. For example, errors in the prices reported to the system may cause erroneous buy and sell recommendations to be issued. In addition, outright failure of the underlying hardware, operating system, software or network, may leave Man Solutions or its Affiliated Managers unable to trade, and this may expose it to risk should the outage coincide with turbulent market conditions. Even in the event that extensive backup and failover plans have been put in place by the investment manager and its Affiliates, in the worst case, the investment manager or its Affiliated managers may have to liquidate an entire portfolio as the only safe way to proceed should a crippling system outage occur. The risk of system failure could be increased as Man Solutions relies on its affiliates to provide certain services that are critical to the management of the funds.
Model and Data Risk
Certain of Man Solutions’ Affiliate Managers rely heavily on quantitative models (proprietary models developed by such Affiliated Managers) and information and data both developed by the Affiliate rather than granting trade-by-trade discretion to the Affiliated Managers’ investment professionals. Models and Data are used to construct sets of transactions and investments, to value investments or potential investments (including without limitation for trading purposes, and for the purposes of determining Net Asset Value), to provide risk management insights and to assist in hedging a Affiliated Fund’s or Affiliated Account’s investments. Models and Data are known to have errors, omissions, imperfections and malfunctions (collectively, “System Events”). System Events in third-party Models are generally entirely outside of the control of the Man Solutions or its Affiliated Managers. Man Solutions and its Affiliated Managers seek to reduce the incidence and impact of System Events through a certain degree of internal testing and real-time monitoring, and the use of independent safeguards in the overall portfolio management system and often, with respect to proprietary models, in the software code itself. Despite such testing, monitoring and independent safeguards, System Events could result in, among other things, the execution of unanticipated trades, the failure to execute anticipated trades, delays to 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 negative effects on a Fund, an Affiliated Fund or an Affiliated Account and/or its returns. The investment strategies of Man Solutions or certain of its Affiliated Managers may be highly reliant on the gathering, cleaning, culling and analysis of large amounts of Data. Accordingly, Models rely heavily on appropriate Data inputs. However, it is not possible or practicable to factor all relevant, available Data into forecasts and/or trading decisions of the Models. Man Solutions and its Affiliated Managers will use their discretion to determine what Data to gather with respect to the Affiliated Funds and what subset of that Data the Models take into account to produce forecasts which may have an impact on ultimate trading decisions. In addition, due to the automated nature of Data gathering, the volume and depth of Data available, the complexity and often manual nature of Data cleaning, and the fact that the substantial majority of Data comes from third-party sources, it is inevitable that not all desired and/or relevant Data will be available to, or processed by, Man Solutions or the Affiliated Managers at all times. If incorrect Data is fed into even a well-founded Model, it may lead to a System Event subjecting the Affiliated Funds to 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 instruments with complex characteristics, such as derivatives. Where incorrect or incomplete data is available, Man Solutions or its Affiliated Managers may, and often will, continue to generate forecasts and make investment decisions based on the Data available. Additionally, Man Solutions, or its Affiliate Managers may determine that certain available Data while potentially useful in generating forecasts or making trading decisions, is not cost effective to gather due to, among other factors, the technology costs or third-party vendor costs, and in such cases Man Solutions or its Affiliated Managers will not utilize such Data. Man Solutions or its Affiliate Managers have full discretion to select the Data they use respectively. Man Solutions and its Affiliates Managers 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 investment manager or certain of its affiliates. When Models and Data prove to be incorrect, misleading or incomplete, any decisions made in reliance thereon expose Man Solutions or its Affiliate Managers to potential losses and such losses may be compounded over time. For example, by relying on Models and Data, Man Solutions or its Affiliated Managers 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 Fund or Affiliated Fund, any valuations of the Fund’s, Affiliated Fund’s or Affiliated Account’s investment 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 investment manager or its affiliates will detect certain System Events that it chooses, in its sole discretion, not to address or fix, and the third party software (where applicable) will lead to System Events known to Man Solutions or its Affiliated Managers when it chooses, in their sole discretion, not to address or fix, and the third party software will lead to System Events known to Man Solutions or its Affiliated Managers, that it chooses, respectively in its sole discretion, not to address or fix. The degradation or impact caused by these System Events can compound over time. Neither Man Solutions nor its Affiliated Managers will generally perform a materiality analysis on the potential impact of a System Event. Man Solutions and its Affiliated Managers’ believe that the testing and monitoring performed on Models will enable each respectively 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 success of such processes. Investors should assume that System Events and their ensuring risk and impact are an inherent part of investing with a process-driven, systematic investment manager such as Man Solutions or certain of its Affiliated Managers. According, Man Solutions does not expect to disclose System Events to its investors. The Funds, Affiliated Funds and Affiliated Accounts 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 Man Solutions’ or its Affiliated Manager’s willful default, Gross Negligence or breach of fiduciary duty under ERISA if applicable.
Obsolescence Risk
Man Solutions and its Affiliated Managers are unlikely to be successful in the deployment of their respective quantitative, systematic, investment strategies unless the assumptions underlying the Models are realistic and either remain realistic and relevant in the future or are adjusted to account for changes in the overall market environment. If such assumptions are inaccurate or become inaccurate and are not promptly adjusted, it is likely that the Models will not generate profitable trading signals. If and to the extent that the Models do not reflect certain relevant factors, and Man Solutions or its Affiliated Managers do not successfully address such omission through their respective testing and evaluation by modifying the Models accordingly, major losses may result – all of which will be borne by the funds or the affiliated funds. Man Solutions and its Affiliated Managers will continue to test, evaluate and add new Models which may lead to the existing Models being modified from time to time. Investors will not be informed or nor will approve the addition, modification or removal of the Models and investment strategies. There can be no assurance as to the effects (positive or negative) of any changes including additions, modifications and removal of the Models or investment strategies on a Fund’s, Affiliated Fund’s or Affiliated Account’s performance. Trading Systems Risks Man Solutions may depend on its Affiliated Managers and other service providers to develop and implement appropriate systems for the Funds’, Affiliated Funds’ or Affiliated Accounts’ trading activities. Further, Man Solutions’ Affiliated Managers may rely extensively on computer programs and systems (and may rely on new systems and technology in the future) for various purposes including, without limitation, to trade, clear and settle transactions, to evaluate certain financial instruments, to monitor portfolio and net capital, and to generate risk management and other reports that are critical to oversight of the Funds or Affiliate Funds’ activities. Certain of the Man Solutions’ and its Affiliated Managers’ operations interface will be dependent upon systems operated by third parties, including prime brokers and other service providers, and neither Man Solutions or its Affiliated Managers may be in a position to verify the risks or reliability of such third-party systems. These programs or systems may be subject to certain limitations, including, but not limited to, those caused by computer “worms,” viruses and power failures. Man Solutions’ and its Affiliated Managers s operations may be highly dependent on each of these systems and the successful operation of such systems is often out Man Solutions’ and its Affiliated Managers’s control. The failure of one or more systems or the inability of such systems to satisfy Man Solutions’ or its affiliate’s new or growing businesses could have a material adverse effect on the Funds as well as the funds managed by its Affiliated Manager. For example, systems failures could cause settlement of trades to fail, lead to inaccurate accounting, recording or processing of trades, and cause inaccurate reports, which may affect the ability of Man Solutions or its Affiliated Managers to effectively monitor their respective investment portfolio and risks.
Trade Error Risk
The complex trading programs operated by Man Solutions and certain of its Affiliated Managers and the speed and volume of transactions invariably result in occasional trades being executed which, with the benefit of hindsight, were not required by the trading program or occasional trades not being executed when they should have been. To the extent an error is caused by a counterparty, such as a broker, Man Solutions (or its Affiliated Manager) generally attempts to recover any loss associated with such error from such counterparty. To the extent an error is caused by Man Solutions or its Affiliated Manager, a formalized process is in place for the resolution of such errors. Given the volume, diversity and complexity of transactions executed by Man Solutions or its Affiliated Managers on behalf of the Funds, Affiliated Funds and Affiliated Accounts, investors should assume that trading errors (and similar errors) will occur. If such errors result in gains to a Fund, an Affiliated Fund or an Affiliated Account, such gains will be retained by the respective Fund. However, if such errors result in losses, they will be borne by the applicable investment manager in accordance with its internal policies unless otherwise determined by Man Solutions or its Affiliated Manager.
Crowding/Convergence
There is significant competition among quantitatively-focused managers and the ability of Man Solutions or its affiliates to deliver returns that have a low correlation with global aggregate equity markets and other hedge funds is dependent on their ability to employ Models that are simultaneously profitable and differentiated from those employed by other managers. To the extent that Man Solutions or its Affiliated Manager is not able to develop sufficiently differentiated Models, the applicable Fund’s, Affiliated Fund’s or Affiliated Account’s investment objective may not be met, irrespective of whether the Models are profitable in an absolute sense. In addition, to the extent that the Models come to resemble those employed by other managers, there is an increased risk that a market disruption may negatively affect predictive Models such as those employed by Man Solutions or its Affiliated Managers, as such a disruption could accelerate reductions in liquidity or rapid re-pricing due to simultaneous trading across a number of funds utilising Models (or similar quantitatively-focused investment strategies) in the marketplace.
Involuntary Disclosure Risk
The ability of a Man Solutions or its Affiliated Managers to achieve its investment goals for the applicable Fund, Affiliated Fund or Affiliated Account may be dependent in large part on its ability to develop and protect its models and proprietary research. The models and proprietary research and the Models and Data are largely protected by Man Solutions or its Affiliated Managers through the use of policies, procedures, agreements, and similar measures designed to create and enforce robust confidentiality, non-disclosure, and similar safeguards. However, aggressive position-level public disclosure obligations (or disclosure obligations to exchanges or regulators with insufficient privacy safeguards) could lead to opportunities for competitors to reverse-engineer Man Solutions or its Affiliated Managers ' models, and thereby impair the relative or absolute performance of the respective Funds.
Disaster Recovery
While the Man Solutions and its Affiliated Managers may have put in place safeguards, including the use of parallel and/or back-up systems, emergency power and alternative data feeds, designed to protect the interests of the respective Funds in case of disruption of the technology, including transmission failures, there is no guarantee that such measures would be effective against all situations or could be implemented in time and the Funds, including Affiliated Funds and Affiliated Accounts may be adversely affected accordingly.
Operational Risk
While Man Solutions and its Affiliated Managers have developed systems and procedures to control operational risk. These systems and procedures may not account for every actual or potential disruption of their respective operations. Man Solutions’ and its Affiliated Managers’ business is dynamic and complex. As a result, certain operational risks are intrinsic to Man Solutions’ and its Affiliated Managers’ operations, especially given the volume, diversity and complexity of transactions that Man Solutions and its affiliates expect to enter into daily. Man Solutions business is highly dependent on its ability and the ability of its Affiliated Managers to process, on a daily basis, transactions across numerous and diverse markets. Consequently, Man Solutions relies heavily on its financial, accounting and other data processing systems as well as those of its Affiliated Managers. The ability of such systems to accommodate an increasing volume, diversity and complexity of transactions could also constrain the ability of Man Solutions to properly manage the Funds. Systemic failures in the systems employed by the Man Solutions, its Affiliated Managers as well as those employed by brokers, the Administrator and/or counterparties, exchanges and similar clearance and settlement facilities and other parties could result in mistakes made in the confirmation or settlement of transactions, or in transactions not being properly booked, evaluated or accounted for. These and other similar disruptions in operations may cause the Man Solutions or its Affiliated Managers to suffer, among other things, financial loss, the disruption of its businesses, liability to third parties, regulatory intervention or reputational damage.
Breaches in Information Technology Security
Man Solutions and its Affiliated Managers maintain information technology systems, consisting of infrastructure, applications and communications networks to support their respective business activities. These systems could be subject to security breaches such as “cyber-crime” resulting in theft, a disruption in Man Solutions’ or its Affiliated Managers’ ability to close out positions and the disclosure or corruption of sensitive and confidential information. Security breaches may also result in misappropriation of assets and could create significant financial and/or legal exposure. Man Solutions and its Affiliated Managers seek to mitigate attacks on their own systems respectively but will not be able to control directly the risks to third-party systems to which they may connect. Any breach in security of Man Solutions or its Affiliated Managers systems could have a material adverse effect on the Funds, Affiliated Funds and Affiliated Accounts and may cause the Funds, Affiliated Funds or Affiliated Accounts to suffer, among other things, financial loss, the disruption of its business, liability to third parties, regulatory intervention or reputational damage.
Risk of Programming Implementation Error or Logical Error
If Man Solutions or its Affiliated Managers are reliant upon the operation of trading software, there may be risk of errors of implementation (colloquially known as “bugs”) and errors of design that may have found their way into the software, and which may cause inappropriate or aberrant behavior under certain or all market conditions. While reasonable steps may have been taken to ensure that the software is adequate in design and free from manifest bugs, formal proof of bug-free code may not have been undertaken nor can the underlying logical and/or mathematical models be certified as free from error. Furthermore, while the software may have been extensively tested, no guarantee can be given that a unique combination of input conditions experienced when running the system “live” and which has not been encountered during development, will not cause the system to fail, perform aberrantly, or take positions that are (under some reasonable criteria) judged to be inappropriate. Furthermore, as with any software, upgrades, “bug fixes” and various other improvements may be introduced over time and the risk therefore exists that such changes may detrimentally affect the performance of Man Solutions or its Affiliated Managers, rather than improve it.
Investments in Affiliate Funds – Funds of Funds structures
Man Solutions invests all or substantially all of its capital in Affiliate Funds. Generally speaking, Man Solutions will not be able to control the activities of its Affiliated Managers on behalf of their investment vehicles or monitor their activities on a daily basis. An Affiliated Manager may use investment strategies that differ from its past practices and are not fully disclosed to Man Solutions, and that involve risks under some market conditions that are not anticipated. In addition, an Affiliated Manager may trade certain financial instruments without Man Solutions’ knowledge.
Investments in Other Accounts/Activities of Advisers
When Man Solutions on behalf of the Funds invests in Affiliated Funds, such as private funds, or Affiliated Accounts, it has no control of the trading policies or strategies of such entities and does not have the same ability as with separate accounts to react quickly to changing investment circumstances due to the limited liquidity of these types of investments. Investment decisions of the Affiliated Funds and Affiliated Accounts are made by the respective Affiliated Managers independently of each other. Consequently, at any particular time, one Affiliated Fund or Affiliated Account may be purchasing interests in an issuer that at the same time are being sold by another Affiliated Fund or Affiliated Account. Investing by the Affiliated Funds or Affiliated Account in this manner could cause the Funds to indirectly incur certain transaction costs without accomplishing any net investment result. Possible lack of transparency regarding such Affiliated Manager positions may lead to lack of intended diversification in the applicable Fund. There is a risk of misconduct by Affiliated Managers. When Man Solutions invests a Fund’s or separately managed account’s assets with an Affiliated Manager, it does not have custody of the assets or control over the investment. Therefore, there is always the risk that the Affiliated Manager could divert or abscond with the assets, inaccurately or fraudulently report the value of the securities, fail to follow agreed upon investment strategies, provide false reports of operations, or engage in other misconduct. There also is a risk that regulatory actions may be taken by governmental or other authorities against Affiliated Managers, which may expose investors that have placed assets with such Affiliated Managers to losses.

Each Affiliated Manager, may, at any time and without notice, change their respective Fund's investment objectives, policies, or strategies. This may adversely affect Man Solutions’ allocation among investment strategies and may adversely affect the Fund’s or separately managed account’s overall risk.

Man Solutions may make additional investments in, or withdrawals from, the Affiliated Funds only at certain times specified in the governing documents of the respective Affiliated Funds. Man Solutions, from time to time may, in turn, have to invest some of the Fund’s assets temporarily in high quality fixed income securities and money market instruments or may hold cash or cash equivalents pending the investment of assets in the Affiliated Funds or for other purposes.

Man Solutions and its Affiliated Managers trade independently of each other and may place orders for the benefit of the Fund or separately managed account that “compete” with each other for execution or that cause the Fund or separately managed account to establish positions that offset each other (in which case the Fund may indirectly incur commissions and fees without the potential for a trading profit).
Reliance on Information Received from the Advisers.
Although Man Solutions receives detailed information from each Affiliated Manager regarding their respective Affiliated Fund’s and Affiliated Account’s historical performance and investment strategy, Man Solutions often is not given access to information regarding the actual investments made by its Affiliated Managers and will receive only such information concerning the Affiliates’ Funds as the respective Affiliated Manager is willing to provide. At any given time, Man Solutions may not know the composition of an Affiliated Fund’s investment portfolio with respect to the degree of hedged or directional positions, the extent of concentration risk or exposure to specific markets. Furthermore, Man Solutions will generally have no means of independently verifying the information provided to it by its Affiliated Managers, including estimated net asset values (and subsequent revisions to such estimates) and final net asset values. The net asset values received by Man Solutions from its Affiliated Managers are typically estimates only, subject to revision through the end of each Affiliated Fund’s annual audit, and no net asset value figure of the Funds can be considered final until each Affiliated Fund’s annual audit is completed. Man Solutions may not learn of significant structural changes, such as personnel changes, manager withdrawals or capital growth, until after the fact and it will be difficult, if not impossible, for Man Solutions to protect the Funds or accounts from the risk of fraud, misrepresentation or material strategy alteration. If an Affiliated Fund does not operate in accordance with its stated investment strategy or guidelines or the information furnished by the Affiliated Manager is not accurate, the Fund or separately manage accounts might sustain losses with respect to its investment in such Affiliated Fund despite Man Solutions’ attempts to monitor such Affiliated Managers and the respective Affiliated Funds. The effectiveness of Man Solutions’ initial and ongoing due diligence and risk management analysis is dependent upon the adequacy of such services provided by its Affiliated Managers where applicable.
Dependence on Affiliates
Man Solutions will be highly dependent upon the expertise and abilities of its Affiliated Managers who will have investment discretion over their respective Affiliated Fund and Affiliated Account assets and, therefore, the death, incapacity or retirement of any affiliate key personnel or its principals may adversely affect investment results. The Funds or separately managed accounts also can be negatively affected by adverse price movements of significant positions held by one or more of the Affiliated Funds or Affiliated Accounts in which the Funds or separately managed accounts invest. Valuation Risk The valuation of each Fund’s and separately managed account’s investments in the Affiliated Funds is ordinarily determined based upon valuations calculated by such administrator for each relevant fund, in most cases based on information provided by Affiliated Managers or third party administrators of such Affiliated Funds. Certain securities in which Affiliated Funds invest may not have a readily ascertainable market price and will be valued by Affiliated Managers or their administrators. In this regard, Affiliated Managers may face a conflict of interest in valuing the securities, as their value will affect the respective Affiliated Managers’ compensation. Man Solutions’ has established a Management Committee which oversees the fair valuation of Fund and separately managed account assets. Certain members of the Management Committee may face conflicts of interest in overseeing the value of the Funds’ and separately managed account’s investments, as the valuations may affect Man Solutions’ compensation. Although the Management Committee reviews the valuation procedures used by Affiliated Managers, none of the Management Committee, the applicable Affiliated Fund’s administrator, neither Man Solutions nor the board of managers, if applicable, can confirm or review the accuracy of valuations provided by Affiliated Managers or their administrators. If an Affiliated Manager’s valuations are consistently delayed or inaccurate, Man Solutions generally will consider whether the Affiliated Fund continues to be an appropriate investment. A Fund or separately managed account may be unable to redeem or otherwise dispose of interests in such an Affiliated Fund quickly, and could therefore be obligated to continue to hold such interests for an extended period of time. In such a case, such interests would continue to be valued without the benefit of the Affiliated Managers valuations, and the Management Committee will determine the value, and may discount the value of the interests, if deemed to be the estimated fair value of such holding in keeping with Man Solutions’ valuation procedures.
Valuation Risk – Illiquid Assets and ERISA Accounts
As explained above, in general, Man Solutions and each Affiliated Fund will rely on valuations provided to it by its Affiliated Managers or their respective fund administrators in determining the valuations of the Fund’s investments. However, except during any time when the assets of the Fund are subject to ERISA, Man Solutions has the right to determine that some other valuation is more appropriate. Independent pricing information may not at times be available with respect to certain of the Fund’s and separately managed account’s securities and other investments, particularly illiquid investments. Accordingly, certain investments may be difficult to value and may be subject to varying interpretations of value. During any time that the assets of a Fund are subject to ERISA, Man Solutions may not exercise any discretion in the valuation of such assets. Instead, during any such time, such assets will be valued by other suitable independent sources, independent brokers, market makers, other intermediaries or any third parties as reasonably appointed by the Fund ’s administrator, in consultation with Man Solutions, based upon fair value. Use of Third Party Risk Manager and Assessment of Risk Certain Affiliated Funds use a third party risk management service provider (“Third Party Risk Manager”) to assist with their risk analysis program. A number of Affiliated Managers report to the Third Party Risk Manager their portfolio positions and other financial data, and the Third Party Risk Manager in turn uses this information to produce risk and exposure evaluation reports for Man Solutions. Neither the Third Party Risk Manager nor Man Solutions independently verifies the information provided by Affiliated Managers. In addition, not all Affiliated Funds provide full position transparency to the Third Party Risk Manager. For Affiliate Funds that provide less than or no position transparency, the Third Party Risk Manager may use other available information such as performance returns to calculate risk. To the extent that any information provided or used is inaccurate or incomplete or the models are not suitable for measuring the risk for an Affiliated Fund’s strategy, this could affect the risk evaluations contained in the reports. The Third Party Risk Manager risk estimates contained in the reports are generated using quantitative models and no such models can predict actual losses in future real world scenarios. The estimates of losses contained in the reports are based upon calculations made by the Third Party Risk Manager and may not track the actual losses incurred. The applicable Affiliated Funds (and investors in the applicable Funds and separately managed accounts) may experience actual losses that are significantly worse than those estimated in the Third Party Risk Manager reports. Separately Managed Account Allocations Man Solutions may place assets of certain Funds or separately managed accounts with Affiliated Managers through separately managed accounts rather than investing in pooled investment vehicles. The aforementioned sections have referred to such separately managed accounts, which are managed by Affiliated Managers by way of delegation arrangement, as “Affiliated Accounts”. Such separately managed accounts expose the investments to theoretically unlimited liability, and it is possible, given the leverage at which certain of the Affiliated Accounts trade, that they could lose more than the capital allocated to such an Affiliated Account. Man Solutions and its Affiliated Managers may attempt to insulate such Affiliated Accounts from such risk by allocating assets through a subsidiary company or other special purpose vehicle, but it will not always be possible to do so and Man Solutions or its Affiliated Managers may elect not to do so.
No Formal Investment Restrictions or Allocation Limits.
Although diversification is a principal investment policy of the Funds and separately managed accounts, Man Solutions is not always subject to any formal diversification requirements or restrictions in constructing each Fund’s or separately managed account. There may be no limitations on the minimum or maximum number of Affiliated Managers or Affiliated Funds, or investment strategies, or on the absolute or relative percentage of capital which may (or must) be allocated to any Affiliated Managers or investment strategy. Certain Affiliated Managers and investment strategies may be allocated substantially larger portions of a Fund’s or separately managed account’s capital than others.
Investment Types and Techniques
Man Solutions, Affiliated Funds and Affiliated Accounts may invest and trade in a wide range of securities and other financial instruments. Although Man Solutions, Affiliated Funds and Affiliated Accounts will primarily invest and trade in equity and debt securities, they may also invest and trade in currencies, financial futures, and other equity- and debt-related instruments (i.e., instruments that may derive all or a portion of their value from equity or debt securities). Neither Man Solutions, an Affiliated Fund or Affiliated Account is generally limited in the markets, either by location or type, such as large capitalization, small capitalization, or non-U.S. markets, in which it invests or in the investment discipline that it may employ, such as value or growth or bottom-up or top-down analysis. Man Solutions and Affiliated Managers may use various investment techniques for hedging and non-hedging purposes. Man Solutions and its Affiliated Managers may, for example, sell securities short, purchase and sell option and futures contracts and engage in other derivative transactions, subject to certain limitations described in each Fund’s offering memorandum or in each client’s investment management agreement as applicable. The use of these techniques may be an integral part of a particular Fund's, separately managed account’s, Affiliated Fund’s or Affiliated Account investment strategy, and may involve certain risks, including the risk that they will lose all or part of their investment. Speculative Trading Strategies Man Solutions or its Affiliated Managers may use high-risk strategies, such as selling securities short and futures trading. Short selling exposes the seller to unlimited risk due to the lack of an upper limit on the price to which a security may rise. Commodity futures prices can be highly volatile. Because of the low margin deposits normally required in futures trading, an extremely high degree of leverage is typical of a futures trading account. As a result, a relatively small price movement in a futures contract may result in substantial losses to the investor. Like other leveraged investments, a futures transaction may result in substantial losses. No guarantee or representation is made that any individual trading strategy will be successful. Emerging Markets Risk Man Solutions or its Affiliated Managers may invest in securities of companies based in emerging markets or issued by the governments of such countries. Securities traded in certain emerging markets may be subject to risks due to the inexperience of financial intermediaries, the lack of modern technology, the lack of a sufficient capital base to expand business operations, and the possibility of temporary or permanent termination of trading. Political and economic structures in many emerging markets may be undergoing significant evolution and rapid development, and emerging markets may lack the social, political and economic stability characteristics of more developed countries. As a result, the risks relating to investments in foreign securities described above, including the possibility of nationalization or expropriation may be heightened. In addition, certain countries may restrict or prohibit investment opportunities in issuers or industries deemed important to national interests. Such restrictions may affect the market price, liquidity and rights of securities that may be purchased by Man Solutions, the Affiliated Funds or Affiliated Accounts. Settlement mechanisms in emerging securities markets may be less efficient and less reliable than in more developed markets and placing securities with a custodian or broker-dealer in an emerging country may also present considerable risks. The small size of securities markets in such countries and the low volume of trading may result in a lack of liquidity and in substantially greater price volatility. Many emerging market countries have experienced substantial, and in some periods extremely high, rates of inflation for many years. Inflation and rapid fluctuations in inflation rates and corresponding currency devaluations a please register to get more info

DISCIPLINARY INFORMATION
There are no legal or disciplinary events relating to Man Solutions that are material to a client's or prospective client's evaluation of Man Solutions’ advisory business or the integrity of Man Solutions management. However, it should be noted that certain of the affiliated advisers that Man Solutions may allocate client assets to have had disciplinary matters which are disclosed on their Form ADV. To that end clients should review the affiliated investment adviser’s Form ADV Part 1 Item 11 and Part 2A Item 9 for disciplinary information. please register to get more info

OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS
A. Broker-Dealer Registration Status.
Man Solutions and the Affiliated Managers are not registered as broker-dealers and do not have any application pending to register with the SEC as a broker-dealer or registered representative of a broker-dealer. Man Solutions’ affiliate, Man Investments Inc. ("MII"), is a limited purpose broker-dealer registered with the SEC and a member of Financial Industry Regulatory Authority, Inc. ("FINRA"). MII acts as solicitor, selling agent and/or investor servicing agent for certain Man Solutions clients and Funds for which it may be compensated as agreed between Man Solutions and MII.
B. Futures Commission Merchant, Commodity Pool Operator or Commodity Trading
Adviser Registration Status.
Man Solutions is a commodity pool operator (“CPO”) registered with the Commodity Futures Trading Commission (“CFTC”) and a member of the National Futures Association (“NFA”).
C. Material Relationships or Arrangements with Industry Participants.
Man Solutions is affiliated with the following entities with whom it has material relationships or arrangements: London: AHL Partners LLP, an investment advisor registered with the SEC, a commodity pool operator and commodity pool trading advisor registered with the CFTC and a member of the NFA; Financial Risk Management Limited (“FRM”); Man Global Private Markets UK Ltd., an investment adviser registered with the SEC, GLG Partners LP, an investment adviser registered with the SEC and a commodity pool operator registered with the CFTC and a member of the NFA; Man Group Investments Limited, - all of which are authorized and regulated in the UK by the Financial Conduct Authority. New York: Man Investments Inc., a limited purpose broker dealer registered with the SEC and member of FINRA which provides placement agent services to certain Man Solutions Funds; FRM Investment Management (USA) LLC, an investment adviser registered with the SEC, a commodity pool operator and commodity trading adviser registered with the CFTC and a member of the NFA; and Silvermine Capital Management LLC, an investment adviser registered with the SEC and a commodity pool operator registered with the CFTC and a member of the NFA.GLG LLC, an investment adviser registered with the SEC, a commodity pool operator registered with the CFTC and a member of the NFA. Man Solutions (USA) LLC, an investment adviser registered with the SEC. Boston: Numeric Investors LLC, based in Boston, MA which is an investment adviser registered with the SEC, a commodity pool operator registered with the CFTC and a member of the NFA. Charlotte: Man Global Markets (USA) Inc., based in Charlotte, NC, which is an investment adviser registered with the SEC. Guernsey: FRM Investment Management Limited, which is based in Guernsey and regulated by the Guernsey Financial Services Commission. Switzerland: Man Investments AG, a firm that is registered with the Swiss Financial Market Supervisory Authority as a Representative and Man Investments (CH) AG, a firm registered with the Swiss Financial Market Supervisory Authority (FINMA). Certain of Man Solutions Funds have a distribution agreement with Man Investments AG. Hong Kong: Man Investments (Hong Kong) Ltd, a firm licensed by the Hong Kong Securities and Futures Commission. Ireland: Man Asset Management (Ireland) Limited, a firm registered with the Central Bank of Ireland. Liechtenstein: Man (Europe) AG a firm registered with the Financial Market Authority Liechtenstein (FMA). Australia: Man Investments Australia Ltd, a firm that is registered with the Australian Securities and Investments Commission. China: Man Investments (Shanghai) Ltd, a firm registered with the Asset Management Association of China (AMAC). Cayman: Man Asset Management (Cayman) Limited, a manager regulated by the Cayman Islands Monetary Authority. Man Solutions, its affiliates and its personnel serve as investment advisers and investment managers to multiple pooled investment vehicles and managed accounts. Man Solutions, its affiliates and its personnel may take action or give advice with respect to certain clients and accounts that differs from the advice given to other clients and accounts. Specifically, there may be times whereby the advice given to clients and accounts is opposite of the advice given to other clients and accounts due to differences in investment strategy, redemptions/subscriptions or other factors. The results of the investment activities of the Funds may differ significantly from the results achieved by Man Solutions for other funds or separately managed accounts it or its affiliates manage. Man Solutions will manage the Funds and separately managed accounts in accordance with their respective investment objectives and guidelines. However, Man Solutions may give advice, and take action, with respect to any current or future funds that may compete or conflict with the advice Man Solutions or its affiliates may give to a separately managed account or Fund, or may involve a different timing or nature of action than with respect to a separately managed account or Fund. Man Solutions, its affiliates and its personnel will devote as much time to the activities of each client or account as they deem necessary and appropriate and the amount of time devoted to different clients and accounts may vary.
D. Material Conflicts of Interest Relating to Other Investment Advisers.
Man Solutions does not recommend or select other third party investment advisers for its clients. Clients managed by Man Solutions may invest in pooled investment vehicles managed or traded by related persons of Man Solutions, and/or as applicable, for which a related person may have a financial interest in such pooled investment vehicles (e.g., ownership interest, investment management fees, performance-based fees, other fees, etc.). Furthermore, an affiliate may seed managers to which Man Solutions may recommend an investment by the Funds in the pooled investment vehicle managed by such manager. A conflict of interest exists if Man Solutions allocates assets of the client accounts to an affiliated investment adviser. Potential and actual conflicts of interest may arise from the activities described herein. Man Solutions has established policies and procedures to monitor and to the extent possible resolve conflicts of interest and will endeavor to resolve conflicts with respect to investment opportunities in a manner it deems appropriate and equitable to the extent possible under the prevailing facts and circumstances. The Investment Manager and its affiliates may be subject to conflicts of interest from time to time in performing their respective duties to clients and the Funds and affiliated funds. Any such conflict of interest could have a material adverse effect on clients and Fund investors. When a conflict of interest arises the Investment Manager will endeavor to ensure that the conflict is resolved or managed appropriately and fairly. Furthermore, the Investment Manager and their respective affiliates have substantial incentives to see the assets of each Fund appreciate in value and merely because an actual or potential conflict of interest exists does not mean that it will be acted upon to the detriment of the client or Fund.

The Investment Manager and its affiliates are permitted to manage and/or advise other funds and client accounts, some of which may have objectives similar to those of clients or Funds, including without limitation other funds or accounts in which the Investment Manager or any affiliate may have an interest. please register to get more info

CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS
AND PERSONAL TRADING
A. Code of Ethics.
Man Solutions strives to adhere to the highest industry standards or conduct based on the principles of professionalism, integrity, honesty and trust. Accordingly, Man Solutions and its affiliates have adopted a Global Code of Ethics that is supplemented by additional policies and procedures that are designed to reinforce its institutional integrity, and to set forth procedures and limitations which govern, amongst other matters, the personal securities transactions of its associates. The Code was developed to promote the highest standards of behavior and to ensure compliance with all applicable regulations. The Code applies to all Man Solutions’ employees. The Code of Ethics contains policies and procedures that, among other things:
• Require employees to observe fiduciary duties owed to clients;
• Prohibit employees from taking personal advantage of opportunities belonging to clients;
• Prohibit trading on the basis of nonpublic information;
• Require employees to comply with anti-money laundering requirements;
• Place limitations on personal trading by employees and impose pre-clearance and reporting obligations with respect to such trading (with the exception of certain security types);
• Impose limitations on the giving or receipt of gifts and entertainment;
• Restrict employee outside business activities;
• Require employees to disclose family members’ business activities that may present a conflict;
• Require pre-clearance on political contributions; and
• Prohibit disclosure by employees of confidential information of Man Solutions and its clients. Man Solutions’ employees are subject to the prohibition on trading on the basis of material nonpublic information and to the limitations and pre-clearance requirements on personal trading. Employee personal trades in securities covered by the Code of Ethics are monitored by the Chief Compliance Officer or designee and governed by the procedures set forth in the Code of Ethics. Such employees may from time to time have proprietary investments in which clients advised or sub-advised by Man Solutions also take a position, may trade and invest simultaneously with such clients, and may take investment positions that are different from or opposite to the positions taken by such clients. In general, all personal securities transactions (except for unaffiliated US open-ended mutual funds, US Treasury securities, or other permitted investments listed in the Code of Ethics) are subject to pre-clearance by the Chief Compliance Officer, or designee. A copy of Man Solutions’ Code of Ethics is available to clients and prospective clients upon request by contacting allincompliance@man.com. Furthermore, Man Solutions has adopted procedures to prevent and detect misuse of material nonpublic information. Specifically, Man Solutions’ procedures prohibit any employee from trading, either personally or on behalf of others (such as client accounts advised or sub-advised by Man Solutions), while in possession of material, nonpublic information, and prohibit employees from communicating material, nonpublic information to others in violation of the law. From time to time, as part of its business activities, Man Solutions or its affiliates may come into possession of non-public information concerning specific issuers. Under applicable laws and procedures, this may limit Man Solutions’ or its affiliates' flexibility to buy or sell securities of such issuers. Man Solutions clients are subject to Man’s Cluster Munitions and Anti-Personnel Mines Policy, which is designed to ensure compliance with The Convention on Cluster Munitions and Relevant laws. This may limit Man Solutions’ flexibility to buy or sell securities of issuers that, among a range of other activities, are involved in cluster munitions or anti- personnel mines related activity for its clients.

Man Solutions and its affiliates are subject to certain commodity position limits. Under applicable laws and internal procedures, this may limit the flexibility to buy certain futures contracts or derivatives thereon.

Related persons and personnel of Man Solutions and its affiliates (the “Advisory Affiliates”) may invest in or have a financial interest in funds that are advised by Man Solutions and may not invest in all such funds. It is expected that the size of these investments or the financial interest will change over time. Potential conflicts may arise due to the fact that the Advisory Affiliates may have investments or financial interests in some funds but not in others or may have different levels of investments or financial interests in various funds, and because the funds may pay different levels of fees. In addition, certain Advisory Affiliates may from time to time make personal investments in securities or financial instruments which may be appropriate for, may be held by, or may fall within client investment guidelines. Such Advisory Affiliates may buy, sell, or hold securities or other financial instruments for their own accounts while entering into different investment decisions for one or more clients. These activities may adversely affect the prices and availability of securities or financial instruments held by or potentially considered for one or more clients. From time to time, Man Solutions or Advisory Affiliates may form and manage additional pooled investment vehicles and advise other client accounts with similar or different investment strategies as the client accounts currently advised or sub-advised by Man Solutions. It may be appropriate for more than one client account advised by Man Solutions to trade in the same securities at the same time. Man Solutions has policies and procedures regarding such trades.
B. Securities that the Investment Adviser or a Related Person Has a Material Financial
Interest.
1. Cross Transactions and Principal Transactions From time to time, Man Solutions effects cross trades (i.e., purchase or sell shares in an Affiliated Fund from or to another fund or client) when it believes that these types of transactions are appropriate and in the best interests of such Fund and clients. In addition, the Investment Manager may cause a Fund to purchase or redeem shares in an Affiliated Fund at the same time that another affiliated fund is redeeming or purchasing shares in the Affiliated Fund. Although such transactions are independent of each other (i.e., the Fund and the other affiliated fund are not actually transacting with each other), they are “related transactions” because the Fund or other affiliated fund may be obtaining access to the Affiliated Fund because the other affiliated fund is redeeming. For example, an affiliated fund may have to redeem from an Affiliated Fund that is closed to new investors because of a capacity constraint. In that instance, the Affiliated Manager may offer the capacity that the affiliated fund gave up to other affiliated funds in accordance with its policies and procedures. Although these “related transactions” are not actual cross trades, Man Solutions will only engage in these “related transactions” when it believes the transactions are appropriate and in the best interests of such Fund and the affiliated funds involved. In relation to cross trades and related transactions, Man Solutions may have a conflict of interest between acting in the best interests of a Fund and assisting another affiliated fund by selling or purchasing a particular underlying fund shares. From time to time Affiliated Managers engage in cross trades. Such cross transactions relating to traded securities may be arranged through a broker and effected at an independently verifiable current price where such can be ascertained. For cross trades involving non-exchange listed securities, to the extent possible, quotes are obtained from different brokers. Commissions may or may not be charged in cross trades. A determination will be made as to whether a cross transaction is appropriate for a given client or in a given transaction and in accordance with any client or regulatory restrictions. Each cross transaction will be performed consistently with Man Solutions’ policies and procedures. To the extent that such cross transactions may be viewed as principal transactions Man Solutions and Affiliated Managers will comply with the requirements of Section 206(3) of the Advisers Act with respect to any US client, including that Man Solutions or Affiliated Managers will notify the applicable client (or an independent representative of the client) in writing of the transaction and obtain the client's consent (or the consent of an independent representative of the client).Neither Man Solutions nor the Affiliated Managers consider inadvertent cross transactions that may take place in the market between affiliates as cross transactions or principal transactions. 2. Allocation of Investment Opportunities Man Solutions provides discretionary investment advice management services to multiple client accounts that may seek to invest in the same investment opportunities. In addition, Affiliated Managers may provide investment advice to multiple client accounts advised by them that may seek to invest in the same investment opportunities as Man Solutions’ clients. This will create potential conflicts and potential differences among client accounts, particularly where there is limited availability or limited liquidity for those investments. Man Solutions and Affiliated Managers have developed policies and procedures that provide that investment opportunities will be allocated and purchase and sale decisions will be made among these client accounts in a manner that is considered to be reasonable and equitable and in a manner that is consistent with each client's investment objectives and guidelines. Man Solutions endeavors to allocate investment opportunities to clients on a fair and equitable basis. Although the investment strategy employed may be utilized or appropriate for a client, the timing and nature of an investment or transaction may limit the use of standard allocation methodologies, which Man Solutions will allocate on a fair and equitable basis. In addition, when a Fund is ramping up, it may receive larger allocations of certain financial instruments than other clients in order to obtain its desired risk and portfolio size, but equally, when other clients, ramp up their investment strategies, a client may receive reduced allocations of certain financial instruments, subject in each case to the investment management agreement. Man Solutions may determine that an investment opportunity or particular purchases or sales are appropriate for one or more client accounts, but not for other clients, or are appropriate for or available to certain clients but in different sizes, terms, or timing than is appropriate for others. There may be circumstances under which Man Solutions will cause one or more of the clients to commit a larger percentage of their assets to an investment opportunity than the percentage of another client’s assets that they commit to such investment. There also may be circumstances under which Man Solutions purchases or sells an investment for one client and does not purchase or sell the same investment for another client, or purchases or sells an investment for one client and does not purchase or sell the same investment for another client. However, it is the policy of Man Solutions that: investment decisions for a client account be made based on a consideration of their respective investment objectives and policies, and other needs and requirements affecting each client account; and investment transactions and opportunities be fairly allocated among its clients. Therefore, there may be situations where Man Solutions does not invest a client’s assets in an Affiliated Fund in which other accounts may invest or in which another client may otherwise invest. Man Solutions will make allocations for client accounts of such investments with reference to numerous factors including, without limitation, Man Solutions’ perception of the appropriate risks and rewards for each client account, investment objectives and guidelines of each client account, leverage of each client account, the liquidity of the account at the time of the investment and on a going-forward basis, risk parameters for each client account, regulatory restrictions affecting the client, and such other factors as are relevant in the judgment of Man Solutions or its Affiliated Managers. Although allocating orders among client accounts may create potential conflicts of interest because of the interests of Man Solutions or its employees or because Man Solutions may receive greater fees or compensation from one client account over another, Man Solutions will not make allocation decisions based on such interests or greater fees or compensation. Allocation among accounts in any particular circumstance may be more or less advantageous to any one account. In addition, transactions in investments by multiple client accounts may have the effect of diluting or otherwise impairing the values, prices or investment strategies of an individual client, particularly, but not limited to, in small capitalization, emerging market, or less liquid strategies. Therefore, the amount, timing, structuring, or terms of an investment by some clients may differ from, and performance may be lower than, investments and performance of other clients. In addition, Man Solutions may directly or indirectly acquire securities or other financial instruments of an issuer for its clients that are senior or junior to securities or financial instruments of the same issuer held by, or acquired for, another client (e.g., one client may acquire senior debt while another client may acquire subordinated debt). Man Solutions recognizes that conflicts may arise under such circumstances and will endeavor to treat all clients fairly and equitably. 3. Valuation Each separately managed account is responsible for its own valuation of assets which typically a third party custodian may provide. To the extent requested, Man Solutions and/or the Affiliated Portfolio Managers will provide separately managed account clients with information that may assist in the valuation of assets. However, neither Man Solutions nor the Affiliated Portfolio Managers are responsible for the valuation of managed account assets. For the Funds, valuation policies and procedures have been established that seek to establish a consistent framework and methodology for the determination, validation, approval, regular monitoring and review of pricing all positions of each Fund. The Fund’s directors have appointed an Independent Pricing Committee (the “IPC”) to undertake certain services concerning the valuation policies and procedures relating to each Fund. The IPC is an independent body set up to: (1) establish a pricing matrix (a table which lays out a pricing source for certain assets and liabilities) which the directors will decide whether to adopt for the Fund and if so will thereafter be used by the administrator to calculate the value of the assets and liabilities held by the Fund; and (2) establish the prices of any positions held in the Fund that do not have an independently ascertainable value as per the pricing matrix. In addition, the IPC provides general governance and oversight of the valuation process.
C. Investing in Securities that the Investment Adviser or a Related Person
Recommends to Clients.
The Code of Ethics places restrictions on personal trades by employees, including that they disclose their personal securities holdings and transactions to Man Solutions on a periodic basis, and requires that employees pre-clear certain types of personal securities transactions. Generally, and subject to certain exceptions, Man Solutions’ employees may not engage in personal securities trading without pre-clearance. Accordingly, under certain circumstances, Man Solutions, its affiliates and its employees may invest on behalf of themselves in securities and other instruments that would be appropriate for, held by, or may fall within the investment guidelines of clients. Man Solutions, its affiliates and its employees may give advice or take action for their own accounts that may differ from, conflict with or be adverse to advice given or action taken for clients. These activities may adversely affect the prices and availability of other securities or instruments held by or potentially considered for one or more clients. Potential conflicts also may arise due to the fact that Man Solutions and its personnel may have investments in some affiliated funds but not in others or may have different levels of investments in the various affiliated funds. Man Solutions has established policies and procedures to monitor and resolve conflicts with respect to investment opportunities in a manner it deems fair and equitable, including the restrictions placed on personal trading in the Code of Ethics, as described above, and regular monitoring of employee transactions and trading patterns for actual or perceived conflicts of interest, including those conflicts that may arise as a result of personal trades in the same or similar securities made at or about the same time as client trades. The Affiliated Funds may invest in the securities of Man Group plc, the indirect owner or Man Solutions and its Affiliated Managers.
D. Conflicts of Interest Created by Contemporaneous Trading.
Man Solutions manages investments on behalf of a number of clients. Certain clients may have investment programs that are similar to and/or overlap and may, therefore, participate with each other in investments. It is the policy of Man Solutions to allocate investment opportunities among all clients fairly, to the extent practical and in accordance with each client's applicable investment strategies, over a period of time. Man Solutions will have no obligation to purchase or sell a security for, enter into a transaction on behalf of, or provide an investment opportunity to any client solely because Man Solutions purchases or sells the same security for, enters into a transaction on behalf of, or provides an opportunity to any client if, in its reasonable opinion, such security, transaction or investment opportunity does not appear to be suitable, practical or desirable for the client. Allocations of limited offerings ("Limited Offering") by Man Solutions will be made in a fair and equitable manner among clients (which may also include clients advised by its Affiliates). Allocations will be made among accounts eligible to participate in a Limited Offering taking into account factors such as long term investment horizons, investment objectives and guidelines, different levels of investment for different strategies, the overall portfolio composition for each account, and such other relevant factors. Eligibility to participate in a Limited Offering may include but is not limited to consideration of the following factors: (i) clients whose investment guidelines explicitly prohibit such investment, (ii) "restricted persons" under the FINRA New Issues Rule 5130 or an executive officer or director of a public company or a covered non-public company, or a person materially supported by such an executive officer or director, as contemplated under FINRA New Issues Rule 5131, (iii) suitability requirements, (iv) account turnover guidelines, and (v) available investable capital. please register to get more info

BROKERAGE PRACTICES
This Item 12 relates to the practices of the Affiliated Portfolio Managers, which Man Solutions utilizes to manage Funds or clients.
A. Factors Considered in Selecting or Recommending Broker-Dealers for Client
Transactions.
Affiliated Managers will place orders for the execution of transactions for client accounts via a centralized trading desk and in doing so, they will seek best execution in accordance with their best execution policies which take into account a number of factors which may include, among other things, price, total transactional costs the broker's financial strength, ability to commit capital, stability and responsibility, reputation, reliability, overall past performance of services, responsiveness as well a means of communication, ability to execute trades based on the characteristics of a particular trade, technology and trading systems, trading activity in a particular security, block trading and block positioning capabilities, depth of available services, arbitrage operations, bond capability and options operations, the availability of stocks to borrow for short trades, willingness to execute related or unrelated difficult transactions, order of call, back office, settlement processing and special execution capabilities, efficiency and speed of execution, and error resolution. Accordingly, while the centralized trading desk will endeavor to achieve best execution; it may not be the case that the best possible results are received on each and every transaction as there are a variety of factors, a number of which lie outside their control that may impact execution quality. Rigid formulas are not used in selecting brokers, but rather a combination of factors are considered. There is, however, no formulaic correlation between this evaluation and the allocations of brokerage for client accounts. Because of the range of factors considered, it is possible that clients may pay brokerage commissions in excess of that which another broker might have charged for effecting the same transaction. Nevertheless, a good faith determination is made to ensure that the amount of commission is reasonable in relation to the value of the products and services received, the broker's execution ability, and other factors. Delegation to Affiliates: Affiliated Managers delegate certain of their order handling and execution responsibilities to a centralized trading desk. In doing so Affiliated Managers ensure that the centralized trading desk complies with any client restrictions as well as Affiliated Managers policies and procedures relating to order handling and execution responsibilities. Affiliated Managers believe that such delegation is consistent with its obligations and is in the best interests of its clients. 1. Research and Other Soft Dollar Benefits In relation to the Alternative Risk Premia strategy, soft dollar benefits are not used (although Affiliated Managers may use soft dollars or Research Payment Accounts for other strategies). However, in respect of the Multi-Strategy funds (which are not available to US investors), depending on their regulatory status, the Affiliated Managers may select brokers that furnish research, or other products or services (collectively, "Products and/or Services"). In selecting brokers to execute transactions, as permitted, Affiliated Managers need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost. In selecting brokers, certain Affiliated Managers may also take into account the value of one or more Products and/or Services, either provided by the broker, or paid for by the broker (either by direct or reimbursement payments (in whatever form) or by commissions, mark-ups or credits or by any other means). Such Affiliated Managers will use reasonable efforts to ensure that the Products and/or Services are related to the execution of trades; related to the provision of research; or will reasonably assist them in the provision of services to clients on whose behalf orders are being executed. US based Affiliated Managers will ensure that the use of Products and/or Services comply with the "safe harbor" of Section 28(e) of the Securities Exchange Act of 1934 (as amended). UK based Affiliated Managers will comply with the Markets in Financial Instruments Directive II (“MIFID II”) which was implemented on January 3, 2018 as it relates to the unbundling of commissions. In regard to US based Affiliated Managers, Man Solutions’ clients may be deemed to be paying for such Products and/or Services with "soft" or commission dollars. The extent to which commission rates or net prices charged by brokers reflect the value of Products and/or Services cannot be readily determined. Although US based Affiliated Managers believe that a client may benefit from the Products and/or Services obtained with commissions generated by trades made by the client, the client may not benefit from all of the services paid for in this manner. Specifically, there may be cases where Products and/or Services obtained with commissions generated by trades made by a particular client do not benefit such client and instead benefit other clients of the US based Affiliated Managers. The relationships with brokerage firms that provide Products and/or Services to US based Affiliated Managers may influence their judgment in allocating brokerage business and create a potential conflict of interest in using the services of those brokers to execute the client's brokerage transactions. US based Affiliated Managers may have an incentive to select or recommend a broker-dealer based on their interest in receiving research or other Products and/or Services, rather than on clients' interest in receiving the most favorable execution. UK based Affiliated Managers comply with the Markets in Financial Instruments Directive II (“MIFID II”) which was implemented on January 3, 2018. For these clients, execution commission is separate from any investment research payments. UK based Affiliated Managers have engaged the services of various external third party research providers to assist them with portfolio management activities. For UK based Affiliated Managers’ clients, research goods and services are paid either in hard dollars or through a Research Payment Account (“RPA”) funded through a transactional payment method. Not all UK based Affiliated Managers have deployed a RPA account as a means of purchasing third party research material; some UK based Affiliated Managers clients will have their research needs paid by the UK based Affiliated Managers. The consumption of research across clients using an RPA (“RPA Accounts”) may not be evenly distributed and may differ on a needs basis, as required. UK based Affiliated Managers will only pay for third party research materials and services that concerns one or several financial instruments or other assets; or the issuers or potential issuers of financial instruments; or is closely related to the specific industry or market such that it informs views on financial instruments, assets or issuers within that sector and:
• Implicitly or explicitly recommends or suggest an investment strategy;
• Provides a substantiated opinion as to the present or future value or price of such instruments or assets;
• Contains analysis and original insights and reaches a conclusion based on new or existing information that could be used to inform an investment strategy or capable of adding value to UK based Affiliated Managers investment decisions. Third party research materials and services as described above are within the types of products and services under the "safe harbor" of Section 28(e). Affiliated Managers may execute securities transactions with multiple executing brokers, including the various prime brokers appointed for the affiliated funds. Many of these brokers provide Affiliated Managers with access to proprietary research reports (such as standard investment research) which may be used for any or all accounts. This type of research is paid for in hard dollars by UK based Affiliated Managers in accordance with MIFID II. To the extent permitted, Products and/or Services obtained by US Affiliated Managers may be used in servicing any or all of the clients advised by US Affiliated Managers. In addition, some Products and/or Services may not necessarily be used in whole or in part by US Affiliated Managers in managing the client account that generated the commissions used to pay for such Products and/or Services. Affiliated Managers does not seek to allocate soft dollar benefits to client accounts in proportion to the soft dollar credits the client accounts generate. Furthermore, other clients may receive the benefit, including disproportionate benefits, economies of scale or price discounts in connection with Products and/or Services that may be provided to a client. If a product or service obtained provides both research and non-research assistance to Affiliated Managers (i.e., a "mixed use item"), Affiliated Managers will make a good faith effort to determine the relative proportion of the product or service used to assist Affiliated Managers in carrying out their investment decision making responsibilities, and the relative proportion used for administrative or other non-research purposes. The proportionate amount of the product or service that is used to assist Affiliated Managers in carrying out their investment decision making responsibilities will be paid through brokerage commissions generated by client transactions; the proportionate amount attributable to administrative or other non-research purposes will be paid for by Affiliated Managers from their own resources. In making good faith allocations of costs between administrative benefits and research and brokerage services, a conflict of interest may exist by reason of the allocation of the costs of such benefits and services between those that primarily benefit Affiliated Managers and those that primarily benefit clients. Affiliated Managers may enter into commission sharing arrangements or RPAs, as the case may be. 2. Directed Brokerage Man Solutions does not generally allow for directed brokerage arrangements.
B. Order Aggregation
Affiliated Managers may, but are not required to, aggregate orders for their clients (including the affiliated funds or together with its affiliates other clients or accounts advised by them) if, in their reasonable judgment, such aggregation is reasonably likely to result in an overall economic benefit to the client and such other accounts or entities based on an evaluation that they will be benefited by relatively better purchase or sale prices or beneficial timing of transactions, or a combination of these and other factors. It should be noted that only trades that the trader is aware will be aggregated. There may be times where more than one trader is placing an order for the same security and such orders are not aggregated. In many instances, the purchase or sale of financial instruments for a client account will be effected simultaneously with the purchase or sale of similar financial instruments for other client accounts. When an aggregated order is filled through multiple trades with the same broker at different prices on the same day, each participating client account will typically receive an average price with transaction costs allocated pro-rata based on the size of each client's participation in the order (or actual allocation such as in the case of a partial fill) as determined by the Affiliated Managers. It should be noted that aggregated transactions may be made at slightly different prices, due to the volume of financial instruments purchased or sold. In the event of a partial fill, allocations will generally be made pro rata based on the initial order, but may be modified on a basis that Affiliated Managers deem to be appropriate, including for example, in order to avoid odd lots or de minimis allocations among other factors. It should be noted that on some occasions, aggregating orders may work to the client's disadvantage. Clients with specific instructions (e.g. approved brokers list or directed brokerage arrangements) may not be included in aggregated trades.
C. Trade Error and System Event Policy
In the event that Man Solutions or its Affiliated Managers experience an error with respect to trades made on behalf of clients, a formalized process is in place for the resolution of such errors. Man Solutions or its Affiliated Manager (as relevant) will correct such error in accordance with its policies and procedures. If Man Solutions, in its sole discretion determines that a client should be reimbursed as a result of a trade error caused by Man Solutions or its Affiliated Manager, interest will generally not be paid on such losses. Advisers and Affiliated Advisers have their own policies and procedures in handling trade errors which may differ from those of Man Solutions. Man Solutions may allocate client assets to investment strategies with a systematic approach, the development and deployment of such harnesses complex econometric and statistical theories, research and modelling which may result in a “System Event” (e.g., errors regarding trading systems, coding/programing/modelling, etc.). System Events in connection with systematic strategies managed by affiliates, to the extent feasible and reasonable, will be corrected in accordance with its policies and procedures. The client will benefit from any gains and bear any losses unless it otherwise determined by the Affiliated Manager managing such investment strategy. please register to get more info

REVIEW OF ACCOUNTS
A. Frequency and Nature of Review of Client Accounts or Financial Plans.
Man Solutions’ Product Management Group and respective portfolio management teams, are primarily responsible for reviewing accounts of the clients and do so individually or in a group, depending upon account needs and market conditions. The portfolio management team, individually or in a group, performs daily, weekly, or monthly reviews of all accounts as they deem appropriate or as otherwise required. Reviews may be undertaken due to a number of reasons such as (but not limited to) because of changes in market conditions; change of security positions; changes in investment objectives or policies; capital inflows/outflows; and other reasons. Various matters may be discussed during such reviews, (e.g., performance of accounts in connection with investment objectives, portfolio construction, risk/reward, security positions, and investment opportunities).
B. Factors Prompting Review of Client Accounts Other than a Periodic Review.
A review of a client account may be triggered by changes in market conditions; change of security positions; changes in investment objectives or policies; capital inflows/outflows; and other reasons. Investors in Funds which are pooled investment vehicles receive monthly or quarterly statements/reports reflecting performance, the value of their investments and/or other information. Investors also receive annual audited financial statements and other correspondence, as necessary, relative to the respective Fund in which they are invested.
C. Content and Frequency of Account Reports to Clients.
The requirements for frequency and content of reports for clients will be set forth in the documents for each client account. Investors in Funds may also receive upon request, subject to the execution and delivery of a confidentiality agreement satisfactory in substance and form to Man Solutions, certain additional information about the applicable Fund, the portfolio, and Man Solutions (such as interim performance information, risk reports and notice of certain legal proceedings) to the extent that Man Solutions possesses such information or can acquire it without unreasonable effort or expense. While all Fund investors generally receive similar information, to the extent an investor receives additional information (that other investors have not received), which is in addition to information provided in a Fund's regular reports to investors, such information may provide such investor with greater insight into the Fund's activities. This may enhance such investor's ability to make investment decisions with respect to a Fund and possibly affect such investor's decision to request redemption from such Fund. Man Solutions also provides (subject to certain terms and conditions) some clients with access to Man’s bespoke client reporting software, “Clarus”, which may provide such clients with greater transparency with respect to the investments in their portfolios compared to other clients. please register to get more info

CLIENT REFERRALS AND OTHER COMPENSATION
A. Economic Benefits for Providing Services to Clients
Man Solutions does not receive economic benefits from non-clients for providing investment advice and other advisory services.
B. Compensation to Non-Supervised Persons for Client Referrals.
Man Solutions and/or its affiliates may from time to time utilize third-party placement agents that receive compensation, which may be borne either by Man Solutions or its affiliates or by the investor or client, for referring the client to Man Solutions or its affiliates or investors to investment vehicles managed or advised by Man Solutions or its affiliates. Compensation may be in the form of a percentage of management fees or performance fees, a flat fee or as otherwise agreed. Man Solutions or its affiliates may benefit from the arrangements where clients are referred directly to it since the management fees are generally based upon a percentage of such client's assets under management. Thus, the more assets Man Solutions or its affiliates have under management, the higher the management fee income. If applicable, any such arrangement with a third-party solicitor will comply with Rule 206(4)-3 under the Advisers Act. MII, an affiliate of Man Solutions, acts as the selling agent and/or investor servicing agent for certain Funds. MII may receive a percentage if a Fund’s management dee to act as selling agent and/or investor servicing agent. In addition, MII has entered into agreements with other broker-dealers and certain financial advisers to solicit interests in Funds and/or to provide ongoing investor services and account maintenance services to investors. Each such broker-dealer and financial adviser generally receives compensation based on the aggregate value of outstanding interests held by investors that receive services from such persons, fixed amounts or other agreed upon compensation. Such compensation generally will be paid by MII from the fees that it receives from a Fund, Man Solutions or an affiliated entity. please register to get more info

CUSTODY
With regards to U.S. clients and private funds, Man Solutions is subject to Rule 206(4)-2 under the Advisers Act (the “Custody Rule”). In accordance with the Custody Rule each Fund complies with the provisions of the “Pooled Vehicle Annual Audit Exception”, and is subject to audit at least annually by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board, and requires that each Fund distribute its audited financial statements to all investors within 120 days of the end of its fiscal year. For Man Solutions’ clients that are managed accounts, Man Solutions does not have custody of the assets held by such accounts. However with respect to its managed accounts and as agreed Man Solutions may directly debit fees from such clients’ accounts and may be deemed to have custody as a result of such authority. In these cases, in order to comply with the Custody Rule, managed accounts will receive statements directly from the managed account’s qualified custodian(s) (as defined in the Custody Rule) on at least a quarterly basis. please register to get more info

INVESTMENT DISCRETION
In general Man Solutions provides discretionary investment management services to its clients. However, Man Solutions delegates discretion regarding all underlying investment decisions to Affiliated Managers who are authorized to determine and direct execution of transactions within each client’s specific investment objectives, restrictions and policies. However, such discretion can be subject to limits imposed as described in the applicable offering document in the case of the Funds, as applicable, and investment management agreements or other relevant documents with each client for separately managed accounts. In providing services to Man Solutions’ clients, Affiliated Managers may utilize certain trading capabilities of their affiliates. please register to get more info

VOTING CLIENT SECURITIES
Man Solutions relies on the Affiliated Managers to vote proxies. The Affiliated Managers have adopted policies and procedures to ensure that any proxy voted on behalf of clients is voted in a manner which is in the best interests of such clients. Proxies may be voted for clients at the Affiliated Manager’s discretion, where specifically instructed by a client to vote proxies or where the Affiliated Manager is required to vote a proxy for a client (each a “Proxy Client”), such proxies will be evaluated and voted in the best interest of the relevant Proxy Client(s) with the goal of increasing the overall economic value of the investment. It should be noted that there may be times whereby Portfolio Managers invest in the same securities/assets while managing different investment strategies and/or client accounts; accordingly, it may be appropriate in certain cases that such securities/assets are voted differently across different investment strategies and/or client accounts, based on their respective investment thesis and other portfolio considerations. With respect to any ERISA clients for which Man Solutions/Affiliated Manager is an investment manager, Man Solutions/Affiliated Manager will act prudently and solely in the interest of the participants and beneficiaries of such ERISA client. Affiliated Manager will only vote proxies on securities currently held by clients. Proxies received for securities that are loaned will generally not be voted. Affiliated Manager will endeavor to identify material conflicts of interest, if any, which may arise between Man Solutions and one or more issuers of clients’ portfolio securities, with respect to votes proposed by and/or affecting such issuer(s), in order to ensure that all votes are voted in the overall best interest of clients. Affiliated Manager has established a Proxy Voting Committee to be responsible for resolving proxy voting issues when deemed necessary; making proxy voting decisions where a material conflict of interest may exist; monitoring compliance with the Global Proxy Voting Policy; and setting new and/or modifying existing policy. Where relevant and appropriate to do so, Proxy Voting decision making may be delegated to an affiliate. Affiliated Managers have appointed, and will appoint from time to time, one or more proxy voting service companies, to provide it with proxy voting services for certain Proxy Clients. Where applicable, Affiliated Manager will generally vote proxies for the relevant Proxy Clients in accordance with the relevant proxy voting service company’s proxy voting guidelines, unless otherwise specifically instructed to vote otherwise by the Portfolio Manager or such Proxy Client. Such guidelines generally provide that (i) when the view of the company’s management is favorable, Man Solutions will generally support current management initiatives with exceptions as noted below and (ii) when the view is that changes to the management structure would probably increase shareholder value, Affiliated Managerwill not necessarily support current management initiatives. Exceptions in supporting current management initiatives may include: Where there is a clear conflict between management and shareholder interests, the Proxy Voting Guidelines may call to elect to vote against management. - In general, the Proxy Voting Guidelines will call to oppose proposals that act to entrench management. - In some instances, even though Affiliated Manager may support management, there may be corporate governance issues that, in spite of management objections, Affiliated Manager believes should be subject to shareholder approval. Furthermore, with respect to certain proxy issues including, but not limited to, option re-pricing and the terms and conditions of members of the Board of Directors, Affiliated Manager may choose to vote on a case-by-case basis, which may be different from the recommendations set forth in relevant proxy voting guidelines. Nevertheless, in voting proxies, Affiliated Manager will take into account what is the overall best economic interest of its Proxy Clients. Affiliated Manager will maintain documentation memorializing the decision to vote a proxy in a manner different from what is stated in the relevant proxy voting guidelines. Affiliated Manager may abstain from voting a proxy when it is determined that the cost of voting the proxy exceeds the expected benefit to the client. Documentation will be maintained of all proxies that are not voted for Proxy Clients and the reasons therefor where Man Solutions/Affiliated Manager has been instructed by the Proxy Client to vote. Upon request, clients may receive a copy of the Global Proxy Voting Policy and/or information regarding the manner in which securities held in their account were voted by contacting Man Solutions at ++44 (0)20 7016 7000.
A. Class Actions and Securities Litigation
Affiliated Managers will generally participate in class actions on behalf of Man Solutions’ clients. Affiliated Managers utilize the services of a third party class actions service provider to file claims and participate in class action settlements. Only current clients or Fund investors will receive any proceeds received from class action recoveries. Investors that have fully redeemed will not receive any class action proceeds. Affiliated Managers may from time to time receive notification of and/or determine to engage or participate in litigation regarding investments held in Accounts. It is Affiliated Managers’ policy to review each lawsuit and to participate in those lawsuits where a determination has been made that the potential benefit to client(s) outweighs the costs of participation in the litigation. Any monies recovered as a result of any such litigation will be allocated on a pro rata or other appropriate basis to the client(s) which hold/held the investment at issue. Man Solutions/Affiliated Managers will not be responsible for reimbursing any client(s) or investor(s) who may have been invested during the period that is the subject of any litigation but had redeemed or withdrawn such investment prior to such a recovery. please register to get more info

FINANCIAL INFORMATION
Man Solutions is not required to include a balance sheet for its most recent fiscal year, is not aware of any financial condition reasonably likely to impair its ability to meet contractual commitments to clients, and has not been the subject of a bankruptcy petition at any time during the past ten years. please register to get more info