ADVISORY BUSINESS
A. General Description of Advisory Firm.
MS LLC is a Delaware limited liability company, incorporated March 22, 2011,
with its place of business located in New York. MS LLC was previously named FRM
Investment Management (USA) LLC and changed its name on January 1, 2024. As of that date,
MS LLC also assumed the advisory business of Man Solutions (USA) LLC.
MS LLC is wholly owned by Man Investments Holdings Inc., which is
ultimately owned by Man Group plc, which is 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 $167.5 billion of assets
under management1. Man Solutions LLC is doing business as Man Group which represents the
marketing name of the Firm.
External Alpha
MS LLC consists of two advisory businesses, Man Solutions USA and External
Alpha. This Brochure describes the External Alpha business only. Throughout this Brochure
MS LLC will be referenced as the Firm and, unless the context requires otherwise, refers to the
External Alpha business. As previously mentioned, MS LLC maintains a separate From ADV
Part 2A for the Man Solutions USA business which should be referred to for information on
that business.
The Firm offers investment advisory services and sub-advisory services to U.S.
and non-U.S. affiliated pooled investment vehicles (including private investment funds) on a
discretionary or non-discretionary basis (each, a “Fund” and collectively, the “Funds”). In
addition, the Firm also offers investment advisory and/or sub-advisory services, on a
discretionary or non-discretionary basis, to separately managed account clients, which may
employ a variety of different strategies (each, a “Managed Account” and collectively
“Managed Accounts”).
As used herein, the term “client” generally refers to each Fund and each
Managed Account.
The Firm provides its services according to the stated investment objectives,
restrictions and policies of each Fund as set forth in the applicable operating document of such
Fund and each Managed Account.
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.
Important information regarding each Fund, including investment objectives,
strategy, applicable risks, 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.
Generally, the Firm acts as investment manager, sub-adviser, pool operator, risk
manager, manager and/or managing member, to its clients. An affiliate of the Firm serves as
general partner to certain of its clients. With respect to its clients for which it has investment
discretion, The Firm allocates client assets to (i) pooled investment vehicles and/or (ii)
separately managed accounts (collectively “Underlying Funds”). The Underlying Funds are
managed and/or advised by investment advisers (“Advisers”), the vast majority of which are
unaffiliated with the Firm, but in some cases are affiliated or otherwise associated with the
Firm(“Affiliated Funds”). With respect to its clients for which it provides advisory services on
a non-discretionary basis, the Firm makes recommendations to such clients as to the allocation
of client assets to Underlying Funds and/or Affiliated Funds. The non-discretionary client may
accept or reject the investment recommendation from the Firm and if accepted will, on behalf
of the Firm direct the relevant custodian to effect and implement the trade. From time to time,
the Firm also may make direct investments involving certain Fund assets primarily for cash
management and hedging purposes. The Firm or affiliates of the Firm may also be directly or
indirectly invested in the Funds.
In addition to the above, the Firm 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 the Firm’s
standard investment process as described herein.
The Underlying Funds (including Affiliated Funds) in which the Firm invests
on behalf of its clients may 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 are considered to be “Participating Affiliates”
of the Firm (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, valuation, operations, hedge fund research, due diligence,
risk management, trading, portfolio workouts or liquidations, or other related services to the
Firm’s clients and/or the Firm as affiliated “associated persons” of the Firm and are subject to
supervision by the Firm. In addition, the Firm may provide portfolio management, risk
management, hedge fund research or due diligence 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 its investment manager
subsidiaries, including the Firm, which will include trading, financing and cash
management,
research, operations, middle office accounting, finance, proxy voting (to the extent applicable),
human resources, facilities, tax, legal, compliance, information technology, among other such
services. the Firm utilizes investment management, client servicing and marketing capabilities
of its affiliates in providing services to its clients.
In addition, Man Solutions Limited, an affiliate of the Firm, and the Man
Solutions USA advisory business of MS LLC may utilize the Firm’s investment management,
research and risk management services in providing services to their clients.
B. Description of External Alpha Advisory Services.
Please see Item 8 herein.
This Brochure generally includes information about the Firm’s advisory
business 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.
The Firm’s investment process for its fund of funds strategy is primarily defined
by the following four key inputs:
1. Investment Committee: a group comprised of senior investment management, and risk
management personnel who, together, are responsible for selecting and approving
investments as well as investment managers, managing portfolios and managing and
providing strategic guidance and oversight to the investment process as a whole.
2. Manager assessment and due diligence: bottom up process of selecting, monitoring,
and recommending approval and redemption of investments and investment managers.
3. Portfolio construction and management: implementation of investment ideas and on-
going assessment of strategy allocations.
4. Risk Management and monitoring: monitoring both hedge fund investments and
portfolios to ensure that risks are adequately managed at all levels.
The Firm considers a variety of factors in its investment process and utilizes a
variety of proprietary and third-party informational sources (including from affiliates). Such
factors include but are not limited to: past performance of an investment strategy, fees,
experience of personnel, overall integrity and reputation, degree of market exposure,
diversification and allocation characteristics, risk management, suitability for the prevailing
market environment, as well as a client’s portfolio, use of leverage, as well as organizational
and operational criteria.
After identifying potential investment opportunities, the Firm conducts
extensive due diligence on each investment and the Adviser involved, which includes both
quantitative and qualitative components. With each step of the due diligence process, the Firm
examines additional information and eliminates from consideration those investments/Advisers
which do not meet the Firm’s selection criteria. Once an investment or Adviser is approved,
there is ongoing monitoring, which includes ongoing investment and operational due diligence
as well as risk management surveillance. The investment and Adviser selection process is
designed to be both structured as well as flexible.
C. Availability of Customized Services for Individual Clients
The Firm's investment decisions and advice with respect to each client are
subject to each client's investment objectives and guidelines, as set forth in the applicable
governing documents, as well as any written instructions provided by the client.
Client accounts are reviewed on an ongoing basis to ensure compliance with
such client’s investment objectives as well as investment guidelines and restrictions. The
Firm’s Portfolio Management Committee (“PMC”) is responsible for strategy allocation
decisions and for setting the research agenda. These decisions represent general guidance for
portfolios from which portfolio managers can deviate due to unique circumstances of the
portfolios that they manage, such as portfolio-specific investment objectives. The PMC is
chaired by the Chief Investment Officer. Please refer to item 13 for further details on the PMC.
The Firm, in respect of a Fund, can enter into agreements with one or more
investors which have the effect of altering or supplementing the terms of the offering to the
specific investor. Such agreements grant certain investors fees, reporting (subject to appropriate
confidentiality agreements) or liquidity, as well as other matters, that are more favorable than
the terms given to other investors and are not subject to the approval of or specific disclosure
to any investor or any other person.
In addition, the Firm provides portfolio consulting or platform infrastructure
type services to institutions commonly referred to as its “Dedicated Managed Account
Platform” (“DMAP”). Under such Platform Services Agreements, the Firm provides services
such as: providing clients with assistance in aspects of the investment vehicle’s company set
up and organization; preparing, reviewing and negotiating investment management agreements
with third party investment managers selected by the client; third party investment manager
on-boarding; assistance with service provider selection; investment manager guideline
monitoring; providing information, manager research and due diligence on potential or existing
Underlying Managers; assistance with any regulatory or required filings; as well as on-going
reporting among other services as agreed with the client. In such cases, the institutional investor
is responsible for making its own assessment and investment decisions with regards to any
investment with the underlying managers.
D. Wrap Fee Programs.
The Firm does not participate in wrap fee programs.
E. Assets Under Management.
MS LLC manages approximately $7.29 billion2 in regulatory assets under
management as of December 31, 2023. Of the total, approximately $1.59 billion as of that date
was managed under the External Alpha advisory business.
The regulatory assets under management referenced above does not include the
assets of the DMAP clients to which the Firm provides services.
2 As of January 1, 2024, MS LLC began co-managing (with its affiliate Man Solutions Limited) the private fund
Man Funds XII SPC, which consists of a master fund and its feeder fund, Man Strategies 1783. The master
and feeder funds are included in assets under management for both MS LLC and Man Solutions Limited while
reported in 7.B.(1) of ADV Part 1 for MS LLC and in 7.B.(2) of ADV Part 1 for Man Solutions Limited.