ADVISORY BUSINESS
A. General Description of Advisory Firm
MIAL, which was formed on April 16, 1984, is a public company limited by
shares registered under the Corporations Act of 2001 of Australia with its principal place of
business in Sydney, Australia. MIAL is licensed by the Australian Securities and Investments
Commission in Australia. The direct owner of MIAL is Man Australia LP, an indirect wholly
owned subsidiary of Man Group plc. Man Group plc is a public company listed on the London
Stock Exchange and is a component of the FTSE 250 Index. Man Group plc, through its
investment management subsidiaries (collectively, "Man"), is a global investment management
business and provides a range of fund products and investment management services for
institutional and private investors globally. As of December 31, 2023, Man had approximately
US$167.5 billion of assets under management.1 MIAL is doing business as Man Group which
represents the marketing name of the firm.
MIAL offers advisory or sub-advisory services to non-U.S. and U.S. institutional
managed accounts and pooled investment vehicles, including private funds (the "Funds") on
either a discretionary or non-discretionary basis. MIAL offers discretionary investment advice
and/or management services according to the stated investment objectives, restrictions and
policies of each client.
MIAL's advice with respect to the Funds and managed accounts is made in
accordance with the investment objectives and guidelines as set forth in the applicable MIAL
Fund's offering memorandum or the managed account's investment management agreement.
"Funds" include one or more funds that MIAL, its affiliates or employees have seeded or invested
over 25% of the capital of such Funds. Important information regarding each Fund and managed
account, which includes investment objectives, risks, strategy, fees and other material
information, including applicable conflicts of interest is contained in each Fund's offering
documents and in each managed account's investment management agreement, as the case may
be.
As used herein, the term "client" generally refers to each Fund and each beneficial
owner of a managed account.
As part of its services, MIAL provides discretionary investment management and
research services to certain clients or Funds of its affiliate, GLG Partners LP, which is located in
London, England and is an investment adviser registered with the SEC and is authorized and
regulated by the Financial Conduct Authority in the United Kingdom. In connection with these
1 Man assets under management as stated in the Man Group plc Annual Report include advisory-only assets over
which Man has no decision making or trading authority and dedicated managed account platform services for which
Man provides platform and risk management services but does not provide investment management services.
services, MIAL manages select portfolios of certain non-U.S. pooled investment vehicles for
which GLG Partners LP serves as investment manager or in a similar capacity.
In addition, MIAL provides model portfolio services through separately managed
model portfolio arrangements in accordance with client investment guidelines and restrictions as
detailed in such client's investment management agreement. MIAL does not have decision
making or trading authority for such model portfolio services.
MIAL may offer non-discretionary investment management services. With
respect to non-discretionary accounts, MIAL would have on-going responsibility to select or
make recommendations, based upon the needs of the client, as to specific financial instruments
the account may purchase or sell and, if such recommendations are accepted by the client, MIAL
would be responsible for arranging or effecting the purchase or sale.
From time to time, certain affiliated advisory firms are considered to be
"Participating Affiliates" of MIAL (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, research 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, research, trading or other
related services
to MIAL clients and/or MIAL as affiliated "associated persons" of MIAL and are
subject to supervision by MIAL. In addition, MIAL may provide portfolio management,
research, 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.
MIAL complies with applicable U.S. securities regulations only with respect to
its U.S. clients. MIAL's investment strategy or the business may change from time to time.
Man provides a number of centralized functions to MIAL, which includes trading,
financing and cash management, risk management, operations, middle office accounting,
finance, proxy voting, class actions, human resources, facilities, tax, legal, compliance,
information technology, among other such services. MIAL utilizes investment management,
research, investment models, trade execution, client servicing, sales and marketing capabilities
of its affiliates in providing services to its clients. Specifically, MIAL utilizes GLG Partners LP's
investment management, trading and research services in providing services to its clients.
In addition, MIAL's affiliates may utilize its investment management, research,
and other services in providing services to their clients. In addition to investment management
services, MIAL provides distribution services to its affiliates primarily in Australia and New
Zealand. MIAL does not provide such services in the U.S.
B. Description of Advisory Services
Please see Item 8 herein.
This brochure generally includes information about MIAL and its relationships
with its clients and affiliates. While much of this brochure applies to all of MIAL’s U.S. clients,
certain information included herein applies to specific U.S. clients only. Important information
regarding each fund and managed account, which includes 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 managed
account's investment management agreement, as the case may be.
C. Availability of Customized Services for Individual Clients
MIAL's investment decisions and advice with respect to each Fund are subject to
the Fund's investment objectives and guidelines, as set forth in its offering documents. Similarly,
MIAL's investment decisions and advice with respect to each managed account are subject to
each client's investment objectives and guidelines, as set forth in the client's investment
management agreement, as well as any written instructions provided by the client to MIAL.
A Fund may issue multiple 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, performance compensation, 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 without providing prior notice to, or receiving consent from, existing investors. The
terms of such classes, sub-classes, tranches, sub-tranches and/or series (or sub-series) or side
letter agreements will be determined by the board of directors, in its sole discretion. In general,
a Fund will not be required to notify investors upon entering into side letter agreements nor will
a Fund be required to offer such additional and/or different rights and/or terms to any or all of
the other investors.
D. Wrap Fee Programs
MIAL does not participate in wrap fee programs.
E. Assets Under Management
MIAL manages approximately US$1.2 billion in regulatory assets under
management on a discretionary basis as of December 31, 2023.