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.
The direct owner of Man Solutions is Man Group UK Limited, 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 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, 2022, Man had approximately USD143.3 billion of assets under
management.1
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. “Funds” include one or more funds that Man Solutions, affiliates or employees have
seeded or invested over 25% of the capital of such Funds. Important information regarding each
Fund and separately 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 separately 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 separately managed account.
In addition to investment management services, Man Solutions provides
distribution services to its affiliates primarily in the UK. 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.
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 managed account platform services for which Man
provides platform and risk management services but does not provide investment management services.
Man Solutions’ Services
Customized portfolios
Man Solutions primarily 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, Numeric Investors LLC, Man
Global Private Markets (USA) Inc. and Man Global Private Markets UK Ltd. (collectively
“Affiliated Managers”), each of which is registered as an investment adviser with the SEC as
further described in Item 10. Man Solutions may also allocate to third party investment advisers
as described elsewhere in this Brochure.
Man Solutions works closely with its clients to provide investment management
services in relation to “fund of funds” or customized portfolios, either on a discretionary or non-
discretionary basis. Such services may be in the form of 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. Certain customized portfolios
may also include allocations to non-affiliated investment managers which have undergone the
assessment, due diligence, and approval process of Man Solutions’ affiliate, FRM Investment
Management (USA) LLC (“FRM”), an investment adviser registered with the SEC that focuses on
fund of funds among other strategies. It should be noted that such due diligence is not generally
undertaken where Man Solutions allocates to Affiliated Managers.
Man Financial Risk Management (“Man FRM”) is an investment division within
Man Solutions, which focuses on the review and selection of approved third party investment
managers. In relation to this, certain Man Solutions employees may also provide due diligence,
risk management and other services to an affiliate FRM Investment Management (USA) LLC.
Services to Non-US Clients
Man Solutions provides discretionary services whereby it invests directly in
financial instruments on behalf of clients primarily for credit hedging strategies.
Man Solutions may also invest in co-investment opportunities offered by the
Affiliated Managers on behalf of its clients or may appoint an Affiliated Manager to trade specific
financial instruments on its behalf or to manage a tailored portfolio of financial instruments.
In addition to the above, Man Solutions may also provide advisory services on
either a discretionary or non-discretionary basis with regards to portfolio workout/liquidation
situations (“workout portfolios”) or where specifically instructed to do so by a client. Where such
services are provided on a client-by-client basis, the investment process to be followed will be in
accordance with that agreed with
the client and may not fall within Man Solutions’ standard
investment process as described herein.
Other Services
Man Capital Asset Solutions (‘Man CAS’) is an investment division within Man
Solutions, which focuses on providing asset management services to insurance companies tailored
to their needs as well as offering institutional investors a multi-asset credit strategy that allocates
to liquid and private markets strategies managed by the Affiliated Managers.
In addition, Man Solutions has entered into a services agreement with a third-party
investment manager (which was the prior employer of a portfolio manager who is now employed
by Man Global Private Markets UK Limited., an affiliate of Man Solutions). Pursuant to the
services agreement, Man Solutions provides general market commentary to certain of such
investment manager’s investors. The services are conducted under the supervision and with
approval and review of such third-party investment manager.
General
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. Man Solutions utilizes investment
management, cash management, research, investment models, trading, client servicing, sales and
marketing capabilities of its affiliates in providing services to its clients.
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.
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.
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.
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,
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 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 consultation with Man Solutions. 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.
Man Solutions does not participate in wrap fee programs.
E. Assets Under Management.
As of December 31, 2022, Man Solutions managed approximately USD 30.9 billion
in regulatory assets under management on a discretionary basis.