UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-K

x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended: December 31, 2013

or

o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission file number: 0-54140

MAN AHL FUTURESACCESS LLC

(Exact name of registrant as specified in its charter)

Delaware	27-2365025
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

c/o Merrill Lynch Alternative Investments LLC

Four World Financial Center, 11TH.  Floor

250 Vesey Street

New York, New York 10080

(Address of principal executive offices)

(Zip Code)

609-274-5838

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:  Units of Limited Liability Company Interest

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes o  No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.  Yes o  No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x  No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x  No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer o
Non-accelerated filer x	Smaller reporting company o
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes o  No x

The Units of limited liability company interest of the registrant are not publicly traded. Accordingly, there is no aggregate market value for the registrant’s outstanding equity that is readily determinable.

As of February 28, 2014 Units of limited liability company interest with an aggregate Net Asset Value of $16,929,803 were outstanding and held by non-affiliates.

Documents Incorporated by Reference

The registrant’s 2013 Annual Report and Report of Independent Registered Public Accounting Firm, the annual report to security holders for the year ended December 31, 2013, is incorporated by reference into Part II, Item 8, and Part IV hereof and filed as an Exhibit herewith. Copies of the annual report are available free of charge by contacting Alternative Investments Client Services at 1-866-MER-ALTS.

MAN AHL FUTURESACCESS LLC

ANNUAL REPORT FOR 2013 ON FORM 10-K

Table of Contents

		PAGE
PART I
Item 1.	Business	1
Item 1A.	Risk Factors	10
Item 1B.	Unresolved Staff Comments	21
Item 2.	Properties	21
Item 3.	Legal Proceedings	21
Item 4.	Mine Safety Disclosures	21
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	21
Item 6.	Selected Financial Data	23
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	41
Item 8.	Financial Statements and Supplementary Data	45
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	45
Item 9A.	Controls and Procedures	45
Item 9B.	Other Information	46
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	46
Item 11.	Executive Compensation	49
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	50
Item 13.	Certain Relationships and Related Transactions and Director Independence	50
Item 14.	Principal Accounting Fees and Services	50
PART IV
Item 15.	Exhibits, Financial Statement Schedules	51

PART I

Item 1:Business

(a)General Development of Business:

Man AHL FuturesAccess LLC (the “Fund”), a FuturesAccessSM Program (“FuturesAccess”) fund, was organized under the Delaware Limited Liability Company Act on April 1, 2010 and commenced trading activities on August 1, 2010. The Fund engages in the speculative trading of futures on a wide range of commodities. Man-AHL (USA) Ltd. (“Man-AHL” or the “Trading Advisor”) is the trading advisor of the Fund.  The Trading Advisor trades the Man-AHL Diversified Program (the “Trading Program”) for the Fund.

Merrill Lynch Alternative Investments LLC (“MLAI” or the “Sponsor”) is the sponsor and manager of the Fund. MLAI is an indirect wholly-owned subsidiary of Bank of America Corporation. Bank of America Corporation and its affiliates are referred to herein as “BAC”. Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”) is currently the exclusive clearing broker for the Fund. The Sponsor may select other parties as clearing broker(s). Merrill Lynch International Bank, Ltd. (“MLIB”) is the primary foreign exchange (“F/X”) forward prime broker for the Fund.  The Sponsor may select other parties as F/X prime brokers, including Merrill Lynch International *MLI”).  MLPF&S, MLIB and MLI are BAC affiliates.

The Royal Bank of Scotland plc acts as the primary over-the-counter (“OTC”) prime broker for the Fund but only in respect of precious metals OTC forward transactions.  These transactions are not expected to exceed 5% of the overall risk of the Fund.  The Sponsor may select other parties as OTC prime brokers.

FuturesAccess is a group of managed futures funds sponsored by MLAI (“FuturesAccess Funds”).  FuturesAccess is exclusively available to investors that have investment accounts with Merrill Lynch Wealth Management, U.S. Trust and other divisions or affiliates of BAC.  FuturesAccess Funds are composed of direct-trading funds advised by a single trading advisor or funds of funds for which the Sponsor acts as the advisor and allocates capital among multiple commodity trading advisors.  Investors can allocate and reallocate capital among different FuturesAccess Funds.  Although redemption terms vary among FuturesAccess Funds, FuturesAccess applies, with some exceptions, the same minimum investment amounts, fees and other operational criteria across all FuturesAccess Funds.  Each trading advisor participating in FuturesAccess employs different technical, fundamental, systematic and/or discretionary trading strategies

The Trading Advisor is not registered under the Investment Advisers Act of 1940.  The Trading Program is engineered to capitalize on movements in a diversified portfolio of highly liquid stock index, interest rate, metal, energy and agricultural futures, as well as the OTC dealer and interbank currency market.  See “Trading Advisor’s Trading Program,” below.

The Fund issues units of limited liability company interest (“Units”) which are privately offered pursuant to Regulation D of the Securities Act of 1933, as amended (the “Securities Act”).

The Fund calculates the Net Asset Value per Unit of each Class of Units as of the last calendar day of each month and any other dates MLAI may determine in its discretion (each, a “Calculation Date”). The Fund’s “Net Asset Value” as of any Calculation Date generally equals the value of the Fund’s account under the management of the Trading Advisor as of that date, plus any other assets held by the Fund, minus accrued Sponsor’s, management and performance fees, trading liabilities, including brokerage commissions, any offering or operating costs, amortized organizational and initial offering costs and all other liabilities of the Fund.  MLAI or its delegates are authorized to make all Net Asset Value determinations.

As of December 31, 2013, the Net Asset Value of the Fund was $18,392,856. As of December 31, 2013, the Net Asset Value per Unit was $0.7361 for Class A, $0.7195 for Class C, $0.7448 for Class I, $0.8267 for Class DT and $0.9297 for Class M.

Since the Fund began trading activities, the highest and lowest month-end Net Asset Value per Unit are listed below. The highest month-end Net Asset Value per Unit for Class A was $1.0177 (October 31, 2010) and the lowest was $0.7007 (September 30, 2013).  The highest month-end Net Asset Value per Unit for Class C was $1.0235 (October 31, 2010) and the lowest was $0.6844 (September 30, 2013). The highest month-end Net Asset Value per Unit for Class I was $1.0184 (October 31, 2010) and the lowest was $0.7094 (September 30, 2013). The highest month-end Net Asset Value per Unit for Class DT was $1.0513 (October 31, 2010) and the lowest was $0.7832 (September 30, 2013).  The highest month-end Net Asset Value per Unit for Class M was $1.0382 (July 31, 2012) and the lowest was $0.8838 (September 30, 2013).  As of December 31, 2013, no Class D Units were issued.

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(b)Financial Information about Segments:

The Fund’s business constitutes only one segment for financial reporting purposes, i.e., a speculative “commodity pool”. The Fund does not engage in sales of goods or services.

(c)Narrative Description of Business:

Advisory Agreement Term

The advisory agreement will continue in effect until December 31, 2015.  Thereafter, the advisory agreement will be automatically renewed for successive one-year periods, on the same terms, unless terminated by either the Trading Advisor or the Fund upon 90 days’ notice to the other party. The advisory agreement may, however, be terminated at any time pursuant to any of the following: (i) MLAI, in its discretion, may terminate the advisory agreement; (ii) if the Fund has a capitalization less than $100 million, the Trading Advisor may terminate the advisory agreement upon 30 days’ notice; (iii) the Trading Advisor may terminate the advisory agreement upon 30 days’ notice, if in the opinion of a reputable law firm reasonably acceptable to MLAI, there occurs a change in law or regulation of general application that would result in material legal, regulatory, tax or financial harm to the global business to which the Trading Advisor is part due to the Trading Advisor’s continued engagement by the Fund; and (iv) the Fund and/or MLAI, on the one hand, or the Trading Advisor, on the other, may terminate the advisory agreement as a result of a material breach of the advisory agreement by the other party, after due notice and an opportunity to cure.

Trading Advisor’s Trading Program

The Trading Advisor employs a systematic, statistically based investment strategy that is designed to identify and capitalize on inefficiencies in markets around the world.  The Trading Program is engineered to capitalize on price movements in a diversified portfolio of liquid stock index, interest rate, metal, energy and agricultural futures, as well as OTC dealer and interbank currency market. The trading systems are quantitative and primarily directional in nature, meaning that investment decisions are entirely driven by mathematical models based on market trends and other historic relationships.  The Trading Advisor invests in a diversified portfolio of instruments which may include futures, options on futures, forward contracts, swaps and other financial derivatives, both on and off exchange.  The underlying interest for these instruments may include, without limitation, stock indices, bonds, currencies, short-term interest rates, energies, metals, and agriculturals.

In addition to emphasizing sector and market diversification, the Trading Program has been constructed to achieve diversification by combining various systems.  The systems are driven by computerized processes or trading algorithms, most of which work by sampling prices in real time and measuring price momentum and breakouts.  The trading algorithms aim mainly to capture price trends and close out positions when there is a high probability of a different trend developing, although the Trading Program may include algorithmic systems based on certain forms of quantitative fundamental data that can be captured efficiently, such as interest rate data.

In line with the principle of diversification, the approach to portfolio construction and asset allocation is premised on the importance of deploying investment capital across the full range of sectors and markets.  Particular attention is paid to correlation of markets and sectors, expected returns, trading costs and market liquidity.  Portfolios are regularly reviewed and, when necessary, adjusted to reflect changes in these factors.

The Trading Advisor’s signals are generated 100% systematically and, as such, the Trading Program has no discretionary trading during drawdowns or other time periods.  However, the Trading Advisor may stop trading markets due to decreased liquidity, political unrest or catastrophic events.

Although the Trading Advisor’s Trading Program is continually evolving, there were no fundamental or material changes to the Trading Program during 2013.

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Forward Contracts and Counterparties

Currently, the only forward contracts entered into by the Fund are currency forwards and metals forwards.  MLIB is the only counterparty to these currency forward contracts. The Royal Bank of Scotland plc is the only counterparty to these metal forward contracts. In the future the Fund may enter into other types of forwards and/or use other counterparties.  The standard terms of forward contracts entered into by the Fund are the term, the currency, the exchange rate, the principal amount and, in some cases the definition of a “disruption event,” i.e., a contingency pricing and settlement mechanism if an event occurs that causes the unavailability of the relevant exchange rate.  Forwards are governed by International Swaps and Derivatives Association documentation, and, in some cases, also by EMTA, Inc. documentation.

Employees

The Fund has no employees.

Use of Proceeds and Cash Management Income

Subscription Proceeds

The Fund’s cash is used as security for and to pay the Fund’s trading losses as well as its expenses and redemptions. The primary use of the proceeds of the sale of the Units is to permit Man-AHL to trade on a speculative basis in a wide range of commodities of the Fund.  While being used for this purpose, the Fund’s assets are also generally available for cash management, as more fully described below under “Cash Management and Interest”.

Markets

The Fund trades on a variety of United States and foreign futures exchanges as well as OTC.  In aggregate, the systems run approximately 2,000 price samples each day spread across the 150 or so markets traded.

The Fund’s commitments to different types of markets — U.S. and non-U.S., regulated and non-regulated — may differ substantially from time to time, as well as over time.  The Fund has no policy restricting its relative commitment to any of these different types of markets.

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CONDENSED SCHEDULE OF INVESTMENTS

The Fund’s investments, defined as net unrealized profit (loss) on open contracts in the Statement of Financial Condition, as of December 31, 2013 and 2012 are as follows:

December 31, 2013

	Long Positions						Short Positions							Net Unrealized
Commodity Industry	Number of	Unrealized			Percent of		Number of		Unrealized			Percent of		Profit (Loss)			Percent of
Sector	Contracts/Notional *	Profit (Loss)			Members’ Capital		Contracts/Notional *		Profit (Loss)			Members’ Capital		on Open Positions			Members’ Capital		Maturity Dates
Agriculture	112	$	(53,747	)	-0.29	%	(279	)	$	162,366		0.88	%	$	108,619		0.59	%	January 2014 - May 2014
Currencies - Futures	—	—			0.00	%	(8	)	218			0.00	%	218			0.00	%	March 2014
Currencies - Forwards*	7,545,667,054	(69,798		)	-0.38	%	(7,128,930,748	)	158,903			0.86	%	89,105			0.48	%	January 2014 - March 2014
Energy	89	17,733			0.10	%	(7	)	4,746			0.03	%	22,479			0.13	%	January 2014 - November 2014
Interest rates	589	(105,136		)	-0.57	%	(179	)	67,057			0.36	%	(38,079		)	-0.21	%	March 2014 - June 2018
Metals	70	62,455			0.34	%	(89	)	(76,242		)	-0.41	%	(13,787		)	-0.07	%	January 2014 - April 2014
Stock indices	406	651,304			3.54	%	(35	)	64,155			0.35	%	715,459			3.89	%	January 2014 - May 2014
Total		$	502,811		2.74	%			$	381,203		2.07	%	$	884,014		4.81	%

December 31, 2012

	Long Positions						Short Positions							Net Unrealized
Commodity Industry	Number of	Unrealized			Percent of		Number of		Unrealized			Percent of		Profit (Loss)			Percent of
Sector	Contracts/Notional*	Profit (Loss)			Members’ Capital		Contracts/Notional*		Profit (Loss)			Members’ Capital		on Open Positions			Members’ Capital		Maturity Dates
Agriculture	34	$	(104,054	)	-0.31	%	(117	)	$	86,092		0.26	%	$	(17,962	)	-0.05	%	February 2013 - May 2013
Currencies - Futures	26	(6,566		)	-0.02	%	(16	)	8,684			0.03	%	2,118			0.01	%	March 2013
Currencies - Forwards*	16,168,229,411	837,916			2.51	%	(12,991,844,361	)	(420,644		)	-1.26	%	417,272			1.25	%	January 2013 - March 2013
Energy	24	16,070			0.05	%	(29	)	(32,210		)	-0.10	%	(16,140		)	-0.05	%	January 2013 - May 2013
Interest rates	1,749	73,708			0.22	%	(242	)	(36,528		)	-0.11	%	37,180			0.11	%	March 2013 - September 2017
Metals	38	(19,621		)	-0.06	%	(42	)	(127,383		)	-0.38	%	(147,004		)	-0.44	%	January 2013 - April 2013
Stock indices	638	168,811			0.51	%	(5	)	(2,370		)	-0.01	%	166,441			0.50	%	January 2013 - May 2013
Total		$	966,264		2.90	%			$	(524,359	)	-1.57	%	$	441,905		1.33	%

*Currencies – Forwards are stated in notional amounts.

No individual contract’s unrealized profit or loss comprised greater than 5% of the Fund’s Member’s Capital as of December 31, 2013 and 2012. With respect to each commodity industry sector listed in the above chart, the net unrealized profit (loss) on open positions is the sum of the unrealized profits (loss) of long positions and short positions of the open contracts, netting unrealized losses against unrealized profits as applicable.  Net unrealized profit and loss provides an approximate measure of the exposure of the Fund to the various sectors as of the date listed, although such exposure can change at any time.

4

Margin

When a futures or options on futures position is established, “initial margin” is calculated by the exchange on which the position is listed and deposited with a Futures Commission Merchant (“FCM”) that is a member of the clearinghouse through which transactions on the relevant exchange are cleared.  An FCM must, in turn, deposit initial margin with the clearinghouse to secure its obligations to the clearinghouse with respect to the positions of its customers.  The amount of both the trader’s initial margin payment to the FCM and the FCM’s initial margin payment to the clearinghouse are determined on the basis of risk, taking into account the price and volatility of the commodity underlying the position and, in certain cases, the offsetting risks that exist within a portfolio of positions.  On most exchanges, at the close of each trading day “variation margin,” representing the unrealized gain or loss on the open positions, is either credited to or debited from an account.  A trader must maintain a minimum margin level for each outstanding futures position known as “maintenance margin,” which is set by the relevant exchange and based on the risk of the futures position, often a set percentage of the “initial margin.”  If “variation margin” payments cause the “initial margin” to fall below “maintenance margin” levels, a “margin call” is made, requiring the trader to deposit additional margin or have its position closed out.  A clearinghouse may have “maintenance margin” requirements for member FCMs. An FCM may require a higher level of “initial margin” and “maintenance margin” from the trader than the clearinghouse requires from the FCM, but generally will not allow lower margin levels.  Margin is also required to be posted with counterparties when making investments through forward, swaps or other OTC instruments.  The counterparties calculate margin based on the risk of the underlying commodity and will deposit margin with each other based on a previously agreed upon schedule.  In general, approximately 10% to 30% of the Fund’s assets are expected to be committed as margin for futures or options on futures positions at any one time, although these amounts could occasionally be substantially higher.  The Fund’s exposure and liability are not limited to the amount placed on margin, but are based on the total value of the futures contracts being traded.  Fund assets not committed to margin will be held in cash or cash equivalents and will earn interest as described below.

As of December 31, 2013 the Fund employed $2,943,232 as initial margin to support futures positions and $4,436,051 as collateral supporting its forward positions, representing approximately 13.54% and 20.41%, respectively, of the Fund’s total assets as of such date.

Custody of Assets

The Fund’s financial assets consist primarily of cash, futures and OTC FX forward and spot positions.  In addition, the Fund has authority to trade options on futures and forwards and certain other OTC derivatives including swaps, but these contracts typically represent a small percentage of the Fund’s financial assets, if any are traded at all.

Futures and OTC forwards and other instruments typically constitute a predominant amount of the Fund’s investment risk, but the notional value of these instruments is not included on the Fund’s balance sheet.

The vast majority of the net assets of the Fund is, and has historically been, held in the form of cash.  The Fund’s cash is used in various ways.  It can be:

·posted as margin with MLPF&S in segregated or secured accounts in connection with commodities trading on regulated exchanges;

·pledged as collateral to MLIB for OTC forwards or options on forwards or to other OTC prime brokers for other OTC investments;

·deposited in savings or demand deposit accounts with the Fund’s custodian or other banking institutions, both in the United States and internationally;

·held in securities brokerage accounts maintained with MLPF&S; and

·invested in securities or other instruments generally viewed as cash equivalents, which are in turn held in segregated or secured accounts with MLPF&S.

Typically the vast majority of the Fund’s assets are held in segregated or secured accounts with MLPF&S.  In general, approximately 10% to 30% of the Fund’s assets are expected to be required as margin or collateral at any one time.  Approximately 90% of the Fund’s assets are held in customer segregated accounts at MLPF&S pursuant to applicable Commodity Futures Trading Commission (“CFTC”) regulations to margin U.S. exchange-traded futures contracts and options thereon, or in customer secured accounts at MLPF&S and used to margin futures trading on non-U.S. exchanges pursuant to CFTC regulations.  The remaining approximately 10% is expected to be deposited with MLIB, other OTC prime brokers, or one or more third-party collateral custodians as margin for OTC trades.  These amounts could be substantially higher or lower and there is no obligation to maintain margin or collateral within these or any other specific ranges.

5

Assets held in segregated or secured accounts at MLPF&S may be invested only in CFTC-permitted investments, which include U.S. government and government agency securities, commercial paper and corporate notes and bonds guaranteed by the U.S. government, and money market mutual funds.  Under the applicable regulations, such permitted investments are subject to instrument and issuer based concentration and time to maturity limits and must be managed with the objectives of preserving principal and maintaining liquidity.

Cash deposited in savings or demand deposit accounts with the Fund’s custodian or other banking institutions may be in excess of the limits on federal insurance for deposits, and thus not insured by the Federal Deposit Insurance Corporation (“FDIC”), and would be subject to the risk of bank failure.

MLAI, as sponsor of the Fund, has a general policy of maintaining clearing and prime brokerage arrangements with its BAC affiliates, such as MLPF&S and MLIB, although MLAI may, nevertheless, engage unaffiliated service providers as clearing brokers or prime brokers for the Fund.  Other affiliates may from time to time be involved in the clearing, custody or investment of the Fund’s assets, including as prime brokers.  However, the vast majority of the Fund’s assets are held with, and therefore subject to the credit risk of, MLPF&S.  MLAI believes that its policy is in the best interest of Investors due to the enhanced dependability and quality of service provided by MLPF&S and MLIB to FuturesAccess as a result of MLAI’s relationship and shared corporate infrastructure with these affiliates.  In addition, MLAI believes that MLPF&S is well capitalized and that the Fund benefits from the transparency provided to MLAI, as an affiliate of MLPF&S, into the controls MLPF&S has implemented to comply with the various regulatory requirements designed to protect customer funds.  However, there nonetheless exists a substantial risk of loss with respect to each of the above custody arrangements in the event of the bankruptcy or insolvency of MLIB or MLPF&S if it does not properly segregate customer funds.  See “Risk Factors — Risk of Loss Due to the Bankruptcy or Failure of Counterparties, Custodians, Brokers and Exchanges” below for a more detailed discussion of these risks.

Subject to the interest income arrangements discussed below, each BAC entity holding Fund assets, including MLPF&S, retains the additional economic benefit derived from possession and investment of those assets for the entity’s own account.

Cash Management and Interest

MLAI is primarily responsible for the management of the Fund’s “cash assets” In exercising this responsibility, MLAI’s primary considerations are safety of assets, seeking interest income, and the services provided by custodians.  A vast majority of the Fund’s cash has historically been held in futures brokerage accounts with affiliates.  To a smaller degree, the Fund’s cash assets may be held with the Fund’s bank custodian, which is at present the administrator.

MLAI retains the ability to change its cash management practices at any time, including by transferring a majority of the Fund’s cash assets to the Fund’s custodial bank accounts or other bank accounts or by retaining an asset management firm to invest the Fund’s cash assets in U.S. government and money market securities.  Bank deposits may be in either savings accounts that pay interest, or demand deposit accounts, which may or may not pay interest and which may or may not be subject to FDIC insurance.  Any of these banks or asset management firms may be affiliated with MLAI if MLAI believes that to be in the best interests of the investors in the Fund.

MLPF&S and any other BAC affiliates that hold the Fund’s cash receive economic benefits, which may be substantial, from holding this cash, even in low interest rate environments in which the Fund receives little or no interest on these cash assets.

BAC’s “Interest Earning Program,” which offers interest on cash balances subject to a negotiated schedule, will generally apply to Fund cash assets during any time they are maintained by MLAI with its affiliates.  The present interest rate under the Interest Earning Program on U.S. dollar cash balances is the daily effective federal funds rate less 20 basis points, recalculated and accrued daily, and subject to a floor of 0%.  The daily effective federal funds rate is a volume-weighted average of rates on trades arranged by major brokers and is calculated by the Federal Reserve Bank of New York using data provided by the brokers.  Interest is computed based upon the daily net equity balance of the Fund’s account and is posted to the Fund’s account on a monthly basis.

At present, due to the low interest rate environment that has prevailed in the United States since 2008, the Interest Earning Program’s U.S. dollar floor rate of 0% applies. In interest rate environments like the current one in which the Fund does not earn interest under the Interest Earning Program, MLAI may seek to transfer cash from affiliates if it believes that any interest earned on this cash was consistent with its goal of safely maintaining these assets and otherwise would offset

6

the advantages of maintaining cash with its affiliates.

MLPF&S, in the course of acting as commodity broker for the Fund, will have use of Fund cash and earn interest and receive other economic benefits as a result.  The interest income arrangements with regard to cash held with MLPF&S will be equivalent with those under the Interest Earning Program as discussed above.

Charges

The following table summarizes the charges incurred by the Fund for the years ended December 31, 2013, 2012 and 2011.

	2013				2012				2011
Charges	Dollar Amount		% of Average Month-End Net Assets		Dollar Amount		% of Average Month-End Net Assets		Dollar Amount		% of Average Month-End Net Assets
Other Expenses	$	142,136	0.52	%	$	354,832	0.79	%	$	409,805	0.77	%
Sponsor fees	166,470		0.61	%	336,431		0.75	%	294,773		0.55	%
Management fees	356,165		1.31	%	625,607		1.39	%	687,955		1.29	%
Performance fees	—		0.00	%	—		0.00	%	—		0.00	%
Total	$	664,771	2.44	%	$	1,316,870	2.93	%	$	1,392,533	2.61	%

The foregoing table does not reflect: (i) the bid-ask spreads paid by the Fund on it forward trading, (ii) brokerage commissions, (iii) the benefits which may be derived by BAC from the deposit of certain of the Fund’s U.S. dollar assets maintained at MLPF&S, or (iv) sales commissions payable in connection with the sales of Class A, Class D and Class I Units of the Fund.  Bid-ask spreads and brokerage commissions are components of the trading profit or loss of the Fund rather than a distinct expense item separable from the Fund’s trading; they are netted against realized and unrealized trading gains or losses in determining trading profit or loss.  Benefits derived by BAC from the deposit of the Fund’s assets at MLPF&S are neither a direct expense of the Fund nor readily quantifiable.  Aggregate sales commissions are not included in the table of charges because they are not an expense of the Fund, but rather are paid to MLPF&S out of an investor’s subscription proceeds and therefore reduce the amount invested in the Fund by the investor.

The Fund’s average month-end Net Asset Values during 2013, 2012 and 2011 equaled $27,096,732, $45,149,187 and $53,477,587, respectively.

During 2013, the interest expense for the Fund was $(5,113), or approximately 0.0189% of the Fund’s average month-end Net Asset Values. During 2012, the Fund earned $1,066 in interest income, or approximately 0.0024% of the Fund’s average month-end Net Asset Values. During 2011, the Fund earned $9,703 in interest income, or approximately 0.0181% of the Fund’s average month-end Net Asset Values.

Organization and Offering costs are amortized against the net asset value over 60 months, beginning with the first month-end after the initial issuance of Units for operational and investor trading purposes. However, for financial reporting purposes, organizational costs, to the extent material, will be shown as deducted from net asset value as of the date of such initial issuance. Initial offering costs, to the extent material, will be amortized over a 12-month period after the initial issuance of Units. Actual costs incurred for 2013, 2012 and 2011 were $13,000, $13,000 and, $13,000, respectively.

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Description of Current Charges

Recipient	Nature of Payment	Amount of Payment
MLPF&S	Brokerage Commissions	During 2013, 2012 and 2011 the average round-turn (each purchase and sale or sale and purchase of a single futures contract) rate of the Fund’s flat-rate Brokerage Commissions was approximately $13.44, $5.60 and $7.95, respectively.
MLPF&S	Use of assets	BAC may derive an economic benefit from the deposit of certain of the Fund’s U.S. dollar assets in accounts maintained at MLPF&S.
MLAI	Sponsor fees	A flat-rate monthly charge of 0.125 of 1% (1.50% annual rate) on Class A Units, flat-rate monthly charge of 0.2083 of 1% (2.50% annual rate) on Class C Units, a flat-rate monthly charge of 0.0917 of 1% (1.10% annual rate) on Class I Units. Class D, Class DT and Class M Units do not pay Sponsor fees. No Sponsor fees are charged to Class M Units because investors purchasing Class M Units are subject to asset-based fees on BAC managed accounts in which the Class M Units are held.
MLPF&S	Sales commissions	Class A Units are subject to sales commissions paid to MLPF&S ranging from 1.0% to 2.5%. Class D and Class I Units are subject to sales commissions paid to MLPF&S up to 0.5%. The rate assessed to a subscription is based on the subscription amount. Sales commissions are deducted from subscription amounts. Units purchased and reflected in the Fund records are net of any commissions charged by MLPF&S. Class C and Class DT Units are not subject to any sales commissions. No sales commission is charged to Class M Units because investors purchasing Class M Units are subject to asset-based fees on BAC managed accounts in which the Class M Units are held.
Merrill Lynch International Bank (“MLIB”) (or an affiliate); Royal Bank of Scotland; Other counterparties	Bid—ask spreads	Bid—ask spreads are not accounted for separately as an accounting item because bid-ask spreads are an integral part of the price paid or received on all contracts for the purpose of generally accepted accounting principles.
MLIB (or an affiliate); Other counterparties	EFP differentials	Certain of the Fund’s currency trades may be executed in the form of “exchange of futures for physical” transactions, in which a counterparty (which may be MLIB or an affiliate) receives an additional “differential” spread for exchanging the Fund’s cash currency positions for equivalent futures positions.

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Man-AHL	Performance fees	The Fund pays an annual performance fee to Man-AHL, which is 25% with respect to Class A Class C and Class I Units, and 20% with respect to Class D, Class DT and Class M Units. The Fund calculates performance fees based on the aggregate performance of all classes subject to the same rate of performance fees (“Class Group”), rather than on the performance of the Fund as a whole or of specific Units of a particular class. The performance fee is also paid on net redemptions. The performance fee is based on New Trading Profits. “New Trading Profits” equal any increase in the Net Asset Value, prior to reduction for any accrued performance fee or Sponsor fees, as of the current performance fee calculation date over the High Water Mark in respect of the Class Group. The “High Water Mark” equals the highest Net Asset Value after reduction for the performance fee then paid, as of any preceding performance fee calculation date. Net Asset Value for purposes of calculating the performance fee does not include any interest income earned by the Fund.
Man-AHL and MLAI	Management fees	All classes pay a flat-rate monthly charge of 1/6th of the Fund’s month-end net assets (a 2% annual rate) except for Class DT Units which is charged a 1% annual rate. Man-AHL has agreed to share 50% of the management fees with MLAI in order to defray costs in connection with and in consideration of BAC’s providing certain administrative and operational support for the Fund. This fee sharing does not apply in respect of Class DT Units.
Others	Operating expense of Fund including audit, legal and tax services	Actual payments to third parties.
MLAI; Others	Initial Offering Costs reimbursed	Actual costs incurred.

Regulation

The CFTC has delegated to the National Futures Association (“NFA”) responsibility for the registration of “commodity trading advisors,” “commodity pool operators,” “futures commission merchants,” “introducing brokers” and their respective associated persons, and “floor brokers” and “floor traders.”  The Commodity Exchange Act requires commodity pool operators such as MLAI, commodity trading advisors such as the Trading Advisor and commodity brokers or FCMs such as MLPF&S to be registered and to comply with various reporting and record keeping requirements.  CFTC regulations also require FCMs to maintain a minimum level of net capital.  In addition, the CFTC and certain commodities exchanges have established limits referred to as “speculative position limits” on the maximum net long or net short speculative positions that any person may hold or control in any particular futures or options contracts traded on U.S. commodities exchanges.  All accounts owned or managed by the Trading Advisor will be combined for position limit purposes.  The Trading Advisor could be required to liquidate positions in order to comply with such limits.  Any such liquidation could result in substantial costs to the Fund.  In addition, many futures exchanges impose limits beyond which the price of a futures contract may not trade during the course of a trading day, and there is a potential for a futures contract to reach its daily price limit for several days in a row, making it impossible for the Trading Advisor to liquidate a position and thereby experiencing dramatic losses.  Currency forward contracts are not regulated as “swaps” under the Commodity Exchange Act (“CEA”), but are subject to governmental regulation such as mandatory reporting and business conduct standards for swap dealers and major swap participants to the extent otherwise applicable to swaps under the CEA and applicable rules of the CFTC, see Item 1A “Risk Factors—F/X Forward Trading” and “Regulatory Changes Could Restrict the Fund’s Operations.”

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Other than in respect of the registration requirements pertaining to the Fund’s securities under Section 12(g) of the Securities Exchange Act of 1934 (the “Securities Exchange Act”) the Fund is generally not subject to regulation by the Securities and Exchange Commission (the “SEC”).  However, MLAI is registered as an “investment advisor” under the Investment Advisers Act of 1940.  MLPF&S is also regulated by the SEC and the Financial Industry Regulatory Authority (“FINRA”).

(d)Financial Information about Geographic Areas

The Fund does not engage in material operations in foreign countries, nor is a material portion of the Fund’s revenue derived from customers in foreign countries.

The Fund trades on a number of foreign commodity exchanges.  The Fund does not engage in the sales of goods or services.

Item 1A:  Risk Factors

Past Performance Not Necessarily Indicative of Future Results

There can be no assurance that the Trading Program will produce profitable results.  The past performance of the Fund or Trading Advisor is not necessarily indicative of how the Fund or the Trading Advisor may perform in the future.  There can be no assurance that the Fund will achieve its investment objectives or avoid substantial or total loss.  The Fund may sustain losses in the future under market conditions in which it achieved gains in the past.

Volatile Markets; Highly Leveraged Trading

Trading in the futures and OTC markets typically results in volatile performance.  Market price levels fluctuate dramatically and may be materially affected by unpredictable factors such as weather and governmental intervention.  The low margin requirements normally required in futures and OTC trading permit an extremely high degree of economic leverage.  This combination of leverage and volatility creates a high degree of risk.  Additionally, although the Trading Advisor may initiate stop-loss orders on certain positions to limit this risk, there can be no assurance that any stop-loss order will be executed or, even if executed, that it will be executed at the desired price or time.

Importance of General Market Conditions

Neither MLAI nor the Trading Advisor can predict or control overall market or economic conditions.  These conditions, however, can be expected to have a material effect on the performance of the Trading Program.

The Fund 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 the Fund from its banks, dealers and other counterparties is typically reduced in disrupted markets, which may result in substantial losses to the Fund.  Market disruptions may from time to time cause dramatic losses for the Fund and can result in the Trading Advisor’s strategy performing with unprecedented volatility and risk.

Managed Futures Trading Strategies and Trading Systems

Trend-Following Systems

Many managed futures trading systems are trend-following systems generally anticipate that a majority of their trades will be unprofitable and seek to achieve overall profitability by substantial gains made on a limited number of positions.  These strategies are generally only successful in markets in which strong price trends occur.  In stagnant markets in which these trends do not occur or in “whipsaw markets” in which apparent trends develop but then quickly reverse, trend-following trading systems are likely to incur substantial losses.  Furthermore, the profit potential of trend-following systems may be diminished by the changing character of the markets, which may make historical price data, on which technical trading systems are based, only marginally relevant to future market patterns.

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Discretionary Strategies

The Trading Advisor may utilize a discretionary, rather than systematic, trading strategy.  Discretionary trading advisors may allow emotion to affect trading decisions and may exhibit a lack of discipline in their trading that systematic strategies are designed to avoid.  Relying on subjective trading judgment may produce less consistent results than those obtained by more systematic approaches.

Technical Analysis and Trading Systems

The Trading Advisor may employ technical analysis and/or technical trading systems.  Technical strategies rely on information intrinsic to the market itself to determine trades, such as prices, price patterns, volume and volatility.  These strategies can incur major losses when factors exogenous to the markets themselves, including political events, natural catastrophes, acts of war or terrorism, dominate the markets.  The widespread use of technical trading systems frequently results in numerous managers’ attempting to execute similar trades at or about the same time, altering trading patterns and affecting market liquidity.

Fundamental Analysis

The Trading Advisor’s strategy may rely on fundamental analysis.  Fundamental analysis is premised on the assumption that markets are not perfectly efficient, that informational advantages and mispricings do occur and that econometric analysis can identify trading opportunities.  Fundamental analysis may result in substantial losses if these economic factors are not correctly analyzed, not all relevant factors are identified and/or market forces cause mispricings to continue despite the traders having correctly identified mispricings.  Fundamental analysis may also be more subject to human error and emotional factors than technical analysis.

Quantitative Trading

The Trading Advisor may engage in quantitative trading.  Quantitative trading strategies are highly complex, and, for their successful application, require relatively sophisticated mathematical calculations and relatively complex computer programs.  These programs anticipate that many of their trades may be unprofitable, seeking to achieve overall profitability through recognizing major profits on a limited number of positions while cutting losing positions quickly.  These trading strategies are dependent upon various computer and telecommunications technologies and upon adequate liquidity in the markets traded.  The successful execution of these strategies could be severely compromised by, among other things, a diminution in the liquidity of the markets traded, telecommunications failures, power loss and software-related “system crashes.”  There are also periods when even an otherwise highly successful system incurs major losses due to external factors dominating the market, such as natural catastrophes and political interventions.  Due to the high trading volume of quantitative trading strategies, the resulting transaction costs may be significant.  In addition, the difference between the expected price of a trade and the price a trade is executed at, or “slippage,” may be significant and may result in losses.

Importance of Market Judgment

Although the Trading Advisor may use systematic or quantitative valuation models in evaluating the economic components of many prospective trades, the market judgment and discretion of the Trading Advisor’s personnel are often fundamental to the implementation of the Trading Program.  The greater the importance of subjective factors, the more unpredictable a trading strategy becomes.  The Trading Advisor may not have the same access to market information as do certain of its competitors, and the market decisions made by the Trading Advisor will, accordingly, often be based on less information and analysis than those available to competing investors.

F/X Forward Trading

The Fund may trade currencies in the F/X Markets, in addition to its trading in the futures markets.  Prospective investors must recognize that the Fund’s OTC currency trading takes place in largely unregulated markets, rather than on futures exchanges, and may, but does not now, take place through “retail” F/X Markets subject to the jurisdiction of the CFTC or other regulatory bodies.  The responsibility for performing under a particular transaction currently rests solely with the counterparties to that transaction, not with any exchange or clearinghouse.  As a result, the Fund is exposed to the credit risk of the OTC counterparties with which it trades and deposits collateral, including that of MLIB as the F/X prime broker.  See “Risk of Loss Due to the Bankruptcy or Failure of Counterparties, Custodians, Brokers and Exchanges,” below.

The Fund is also subject to the risk that a forward counterparty may not settle a transaction in accordance with its terms, because the counterparty is unwilling or unable to do so, potentially resulting in significant losses.  A

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counterparty’s failure to perform could occur in respect of an offsetting forward contract on which the Fund remains obligated to perform.  The Fund will not, however, be excused from performance under any forward contracts into which it has entered due to defaults under other forward contracts.  In addition, counterparties generally have the right to terminate trades under a number of circumstances including, for example, declines in the Fund’s net assets and certain “key person” events.  Any premature termination of the Fund’s currency forward trades could result in significant losses for the Fund, because the Fund may be unable to quickly re-establish those trades and may only be able to do so at disadvantageous prices.  Forward market counterparties are under no obligation to enter into forward transactions with the Fund, including transactions through which the Fund is attempting to liquidate open positions.  In addition, the prices offered for the same forward contract may vary significantly among different forward market participants.

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Reform Act”) amended the definition of “eligible contract participant,” and the Fund expects to meet the amended definition so long as its total assets exceed $10 million.  If the Fund does not meet the definition of “eligible contract participant,” it could lead to the Fund’s bearing higher upfront and mark-to-market margin, less favorable trade pricing, and the possible imposition of new or increased fees.  “Retail forex” markets could also be significantly less liquid than the interbank market.  Moreover, the creditworthiness of the counterparties with whom the Fund may be required to trade could be significantly weaker than the creditworthiness of MLIB and the currency forward counterparties with which the Fund would otherwise engage for its currency forward transactions.

The imposition of credit controls by governmental authorities or the implementation of regulations pursuant to the Reform Act might limit forward trading to less than that which MLAI would otherwise recommend, to the possible detriment of the Fund.

Derivatives Risks Generally

The Trading Advisor uses derivative instruments, primarily futures and OTC F/X forwards, in implementing the Trading Program.  The market for many types of these derivative instruments is comparatively illiquid and inefficient, creating the potential for substantial mispricings, as well as sustained deviations between theoretical and market value.  In addition, the derivatives market is, in comparison to other markets, a relatively new market, and the events of 2008 and 2009, including the bailout of American International Group, Inc., demonstrated that even the most sophisticated market participants may misunderstand how the market in derivatives will perform during periods of unusual price volatility or instability, market illiquidity, or credit distress.  The primary risks associated with the use of derivatives are model risk, market risk and counterparty risk.

The Fund trades exchange listed futures contracts. A listed futures contract is a firm commitment to buy or sell a standardized quantity of an underlying asset over a specified duration. The Fund buys and sells contracts based on indices of financial assets such as stocks, domestic and global stock indices, as well as contracts on various physical commodities. Prices paid or received on these contracts are determined by the ask or bid provided by the exchanges on which they are traded. Contracts may be settled in physical form or cash settled depending upon the contract. Upon the execution of a trade, margin requirements determine the amount of cash that must be on deposit to secure the transaction. These amounts are considered restricted cash on the Fund’s Statements of Financial Condition. Contracts are priced daily by the Fund and the profit or loss based on the daily mark to market are recorded as unrealized profits. When the contract is closed, the Fund records a realized profit or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. Because transactions in futures contracts require participants to make both initial margin deposits of cash or other assets and variation margin deposits, through the futures broker, directly with the exchange on which the contracts are traded, credit exposure is limited. The Fund also trades futures contracts on the London Metals Exchange (LME). The valuation pricing for LME contracts is based on action of a committee that incorporates prices from the most liquid trading sessions of the day and can also rely on other inputs such as supply and demand factors and bid and asks from open outcry sessions.

The Fund’s investments in OTC derivatives are subject to greater risk of counterparty default and less liquidity than exchange-traded derivatives, although exchange-traded derivatives are subject to risk of failure of the exchange on which they are traded and the clearinghouse through which they are guaranteed.  Counterparty risk includes not only the risk of default and failure to pay mark-to-market amounts and return risk premium, if any, but also the risk that the market value of OTC derivatives will fall if the creditworthiness of the counterparties to those derivatives weakens.

In addition, there are increased risks associated with offshore OTC trading, including the risk that assets held by offshore brokers and unregulated trading counterparties may not benefit from the protection afforded to customer funds deposited with regulated FCMs or broker-dealers.

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The prices of derivative instruments can be highly volatile.  Price movements of derivative instruments are influenced by, among other things, interest rates, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments, and national and international political and economic events and policies.  In addition, governments from time to time intervene, directly and by regulation, in certain markets.  This intervention often is intended directly to influence prices and may, together with other factors, cause all of such markets to move rapidly in the same direction because of, among other things, interest rate fluctuations.

There was substantial disruption in the derivatives markets related to the bankruptcies of Lehman Brothers Holdings, Inc. and MF Global Inc. and uncertainty relating to the government bailout of American International Group, Inc. This disruption and uncertainty can cause substantial losses if transactions are prematurely terminated, especially due to default when payment may be delayed or completely lost.  Uncertainties in the derivatives markets continue due to proposed regulatory initiatives, new regulations requiring OTC derivatives clearing, and allegations of inappropriate behavior by market participants to cause or avoid payments under credit default swaps.  See “Risk of Loss Due to the Bankruptcy or Failure of Counterparties, Custodians, Brokers and Exchanges” in this section below.

Trading in Options

The Trading Advisor may trade options on futures contracts or options on F/X forward contracts.  Although successful options trading requires many of the same skills as successful futures and forward trading, the risks involved are different.  For example, the assessment of near-term market volatility, which is directly reflected in the price of outstanding options, can be of much greater significance in trading options than it is in many long-term futures strategies.  The use of options can be extremely expensive if market volatility is incorrectly predicted.  A purchaser of options is exposed to the risk of loss of the entire premium paid; a seller, or writer, of call options is exposed to the risk of theoretically unlimited loss, and the seller of put options is exposed to the risk of substantial loss far in excess of the premium received.

Exchange of Futures for Physicals

The Trading Advisor may engage in exchange of futures for physical (“EFP”) transactions on behalf of the Fund.  As is the case with executing a transaction purely on an exchange or purely in the OTC market, EFP transactions, which are done partially on a futures exchange and partially in the OTC market, involve higher transaction costs.

Physical Commodities Trading in General

The Trading Advisor may engage in transactions that involve taking delivery of physical commodity assets such as agricultural commodities, freight, coal, oil, gas and electric power.  These investments are subject to risks that are not typically directly applicable to other financial instruments, such as: destruction; loss; industry-specific regulation, such as pollution control regulation; operating failures; and work stoppages.

Physical commodities trading, as opposed to commodity futures trading, is substantially unregulated, and if the Fund engages in this type of trading, it will not be assured the same access to these markets as it might have in a regulated context.

Exchange Rate Risks; Currency Hedging

The Fund may invest and trade in currencies for speculative and/or hedging purposes.  In addition, the Units are denominated, and the Fund values its assets in U.S. dollars and the Fund may trade and invest in assets denominated in non-U.S. currencies.

Currency-related investments are subject to the risk that the value of a particular currency will change in relation to the U.S. dollar, and the exchange rates of currencies may be highly volatile.  Among the factors that may affect currency values are direct government intervention, which is often intended specifically to change currency values, trade balances, the level of short-term interest rates, differences in the relative values of similar assets in different currencies, long-term opportunities for investment and capital appreciation and political developments.

While the Trading Advisor may from time-to-time hedge a certain amount of risks associated with currency trading, it is under no obligation to do so.  Even if it chooses to do so, it is not economically feasible and often simply not possible to fully or effectively hedge exchange-rate risks.  In a number of cases, otherwise highly successful investment funds have incurred significant, and in certain instances total, losses due to the decline in the value of the currencies in which their investments were denominated or in which they were invested for speculative purposes.

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Off-Balance Sheet Risk

The Fund may invest in financial instruments with off-balance sheet risk.  These instruments include futures and forward contracts, swaps and options contracts sold short.  In entering into these contracts, there exists a market risk that the contracts may be significantly influenced by conditions, such as interest rate volatility, resulting in the contracts’ becoming less valuable.  An off-balance sheet risk is associated with a financial instrument if it exposes the investor to a loss in excess of the investor’s recognized asset carrying value in the financial instrument, if any, or if the ultimate liability associated with the financial instrument has the potential to exceed the amount that the investor recognizes as a liability in the investor’s statement of assets and liabilities.

Recently it was alleged that certain interest rate benchmarks that underlie various swap agreements had been manipulated for several years and multiple banks involved in setting such benchmarks are currently under investigation for this manipulation.  Certain of these banks have been fined by, or entered into civil or criminal settlements with, various international regulators, involving the U.S. Department of Justice, CFTC, and U.K. Financial Conduct Authority.  In entering into swap agreements, the Fund relies on the integrity of interest rates and other benchmarks.  If the level of these benchmarks is artificially influenced by market participants, the Fund could suffer losses.

Increased Assets Under Management

There appears to be a tendency for the rates of return achieved by managed futures advisors to decline as assets under management increase.  The Trading Advisor has not agreed to limit the amount of additional equity which it may manage and may be at or near its all-time high in assets under management.

The aggregate capital committed to the managed futures sector in general is also at an all-time high.  The more capital that is traded in these markets, or that is committed to any one particular strategy, the greater the competition for a finite number of positions and the less the profit potential for all strategies or for any particular strategy.

Dependence on Key Individuals

The success of the Fund is significantly dependent upon the expertise of one or more of the Trading Advisor’s principals.  The loss of any one of these principal’s services may have a substantial impact on the performance of the Fund and may result in liquidation of the Fund which, if made at an inopportune time, may result in losses for the Fund.

Trading Advisor Risk

The Fund is subject to the risk of the bad judgment, negligence or misconduct of the Trading Advisor.  There have been a number of instances in recent years in which private investment funds have incurred substantial losses due to manager misconduct.

Redemptions by Other Trading Advisor Fund Investors

Investors in other funds or accounts implementing the Trading Program or similar strategies may be able to redeem their investments more frequently or on less prior notice than Investors in the Fund.  Redemptions by investors in these funds or withdrawals from accounts that have less restrictive redemption terms could have a material adverse impact on the Fund’s portfolio and could disadvantage Investors in certain circumstances.

Trade Execution Risk

The Trading Advisor may use executing brokers unaffiliated with BAC.  In the event of a trading error, the Fund may have no effective remedy against these executing brokers.

Changes in Trading Program

The Trading Advisor may make material changes to the Trading Program without the knowledge of MLAI.  It is virtually impossible for MLAI to detect these changes, particularly given the confidential, proprietary and/or quantitative nature of the Trading Program strategies, customarily referred to as “black box strategies.”

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Illiquid Markets

Certain positions held by the Fund may become illiquid, preventing the Trading Advisor from acquiring positions otherwise indicated by the Trading Program or making it impossible for the Trading Advisor to close out positions against which the market is moving.

Most U.S. futures exchanges limit fluctuations in some futures contract prices during a single day by regulations referred to as “daily price limits.”  During a single trading day no trades may be executed in these contracts at prices beyond the daily price limit.  Once the price of a futures contract has increased or decreased to the limit point, positions can be neither taken nor liquidated.  Futures prices have occasionally moved to the daily limit for several consecutive days with little or no trading.  Similar occurrences could prevent the Fund from promptly liquidating unfavorable positions and subject the Fund to substantial losses.  Also, the CFTC or exchanges may suspend or limit trading.  Trading on non-U.S. exchanges may also be subject to price fluctuation limits and subject to periods of significant illiquidity.  Trading in the F/X Markets and other OTC markets is not subject to daily limits, although OTC trading is also subject to periods of significant illiquidity.

Possible Effects of Speculative Position Limits

The CFTC and U.S. commodities exchanges have established limits referred to as “speculative position limits” on the maximum net long or net short speculative positions that any person may hold or control in any particular futures or options on futures contracts traded on U.S. commodities exchanges.  All proprietary or client accounts owned or managed by the Trading Advisor are combined for purposes of calculating position limits.  The Trading Advisor could be required to liquidate positions held for the Fund, or may not be able to fully implement the Trading Program, in order to comply with such limits, even though the positions attributable to the Fund do not themselves trigger the position limits or are a small portion of the aggregate positions directed by the Trading Advisor.  Position limits could force the Fund to liquidate profitable positions, result in a tracking error between the Fund’s portfolio and the Trading Advisor’s standard Trading Program and cause the Fund to incur substantial transaction costs.

In October 2011, the CFTC adopted rules that, among other things, established a separate position limits regime for 28 so-called “exempt,” i.e., metals and energy, and agricultural futures and options contracts and their economically equivalent swap contracts.  Position limits in spot months were generally set at 25% of the official estimated deliverable supply of the underlying commodity while position limits related to non-spot months were generally set at 10% of open interest in the first 25,000 contracts and 2.5% of the open interest thereafter.  On September 28, 2012, the United States District Court for the District of Columbia issued an opinion that vacated these rules. In November 2013, the CFTC proposed a new set of speculative position rules which are not yet finalized (or effective).

In addition, the Reform Act significantly expands the CFTC’s authority to impose position limits with respect to futures contracts, options on futures contracts, swaps that are economically equivalent to futures or options on futures, swaps that are traded on a regulated exchange and certain swaps that perform a significant price discovery function.

MLAI is subject to CFTC-imposed position limits through its control of the Fund, and will have to aggregate positions of certain FuturesAccess Funds in determining whether the position limits are reached.  The rules proposed by the CFTC in November 2013, if implemented in substance, in addition to expanding the contracts subject to CFTC-imposed position limits, narrow certain exemptions from the aggregation requirements, making it more likely that a party such as the Fund hiring multiple trading advisors may be required to aggregate the positions controlled by the various trading advisors.  Although MLAI may claim exemption from the aggregation requirements for the majority of FuturesAccess Funds, the aggregation of positions of certain FuturesAccess Funds may be required.  If the aggregation is required in the Fund’s case, the Trading Advisor may not be able to implement the Trading Program for the Fund in the same manner as for its other clients, causing the Fund to underperform other accounts utilizing the Trading Program, or the Fund may have to liquidate trading positions when the Trading Advisor would otherwise not advise doing so, resulting in losses to the Fund.

Any of the regulations discussed above could adversely affect the Fund in certain circumstances.

Trading on Non-U.S. Exchanges

The Trading Advisor may trade on futures exchanges outside the United States on behalf of the Fund.  Trading on non-U.S. exchanges is not regulated by any U.S. government agency and may involve certain risks not applicable to trading on U.S. exchanges.

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For example, some non-U.S. exchanges, in contrast to U.S. exchanges, are “principals’ markets” similar to the forward markets in which performance is the responsibility only of the individual member with whom the Fund has entered into a futures contract and not of any exchange or clearing corporation.  In these cases, the Fund will be subject to the risk of the inability or refusal to perform with respect the individual member with whom the Fund has entered into a futures contract.

Trading on non-U.S. exchanges may involve the additional risks of expropriation, burdensome or confiscatory taxation (including taxes on specific trading activities), moratoriums, exchange or investment controls and political or diplomatic disruptions, each of which might materially adversely affect the Fund’s trading activities.  The Fund could incur substantial losses trading on non-U.S. exchanges to which it would not have been subject had the Trading Advisor limited its trading to U.S. markets.

The U.S. tax treatment of non-U.S. futures trading may be adverse compared to the tax treatment of U.S. futures trading.  The profits and losses derived from trading non-U.S. futures and options will generally be denominated in non-U.S. currencies.  Consequently, the Fund will be subject to exchange-rate risk in trading those contracts.

Foreign Exchange Controls

Governments in non-U.S. markets may impose F/X controls at will, making it impossible to convert local currency into other currencies.  Should the Fund trade on futures exchanges outside the United States or otherwise invest in non-U.S. markets, these controls may effectively prevent Fund capital from being removed from a country where its futures contracts and other investments are traded.  In addition, certain countries do not have fully convertible currencies as a matter of policy, adding cost or delay to the trading of currency investments by the Fund.  The imposition of currency controls by a non-U.S. government may negatively affect performance and liquidity in the Fund as capital becomes trapped in that country.

Risk of Loss Due to the Bankruptcy or Failure of Counterparties, Custodians, Brokers and Exchanges

The Fund is exposed to the risk that the bankruptcy or insolvency of its trading counterparties and other entities holding Fund assets — such as broker-dealers, FCMs, futures exchanges, clearinghouses, banks or other financial institutions, particularly MLPF&S, MLIB and their affiliates — could result in all or a substantial portion of the Fund’s assets being lost permanently or impounded for a matter of years pending the final disposition of legal proceedings.  A bankruptcy or insolvency of this kind, or the threat of one, may cause MLAI to decide to liquidate the Fund or suspend, limit or otherwise alter trading, perhaps causing the Fund to miss significant profit opportunities.

MLAI has historically preferred BAC affiliates in clearing and prime brokerage relationships, and as a result has maintained the vast majority of its cash in futures brokerage accounts with its affiliates.  This policy exposes the Fund to the specific credit risk of these BAC affiliates because balances in these accounts are not subject to FDIC or other form of deposit insurance against loss from failure of the BAC affiliate.  Balances maintained with clearing brokers are, however, subject to the protections for customer segregated, cleared swaps customer accounts and secured accounts discussed below.

MLAI’s policy that the Trading Advisor use MLPF&S and MLIB may increase the risks of insolvency described above by preventing the diversification of brokers and counterparties used by the Fund.

MLAI may have limited control over the selection of counterparties by the Fund.  The Fund also may not be restricted from dealing with any particular counterparty, regulated or unregulated, or from concentrating any or all of its transactions with a single counterparty or limited number of counterparties or from initially transacting, clearing or brokering with a non-BAC broker and from “giving up” those trades to MLPF&S or the MLIB.  In addition, to the extent assets are held at entities other than MLPF&S and the MLIB, MLAI may have limited ability to assess the extent to which the Trading Advisor maintains the Fund’s assets in unregulated accounts subject to the bankruptcy of the counterparties holding such assets.

The following paragraphs discuss the various uses of the Fund’s assets and the risks of loss — in addition to losses from trading — associated with each use.

Margin for Commodities Trading.  Although MLAI believes that MLPF&S is appropriately capitalized to function as the Fund’s FCM, cash posted as margin for commodities trading with MLPF&S is nevertheless subject to the risk of insolvency of MLPF&S.  The Fund maintains cash deposits with MLPF&S in segregated accounts, which are required by CFTC regulations to be separate from its proprietary assets for futures and options trading on U.S. exchanges.  Funds held in segregated accounts are intended to be readily identifiable as customer funds in the event of MLPF&S’s bankruptcy and are expected to be reserved for distribution to customers of MLPF&S.  If MLPF&S did not comply with the segregation requirement, however, the assets of the Fund might not be fully protected.  Even given proper segregation, the Fund may be

16

subject to a risk of loss of its funds because, although CFTC regulations require that FCMs invest customer funds only in certain types of interest bearing financial instruments, these instruments are still subject to credit and market risk.  As a result, if the instruments in which customer segregated funds are invested lose value, there would be a shortfall in customer segregated funds held by MLPF&S in the event of MLPF&S’s insolvency.

In addition, there may be a shortfall in customer segregated funds held by MLPF&S in the event of a substantial default by one or more of MLPF&S’s other customers.  If MLPF&S becomes insolvent, only a pro rata share of all property available for distribution to all of MLPF&S’s customers would be recovered, whether or not another customer also defaults and even if this property is held in segregated accounts.

In addition, if BAC directly or indirectly owns 10% or more of the Fund, which would typically result from BAC’s providing seed capital to the Fund to help ensure that the Fund has enough capital to commence trading activities, the Fund’s account at MLPF&S would be considered a “proprietary account” under CFTC regulations and the Fund’s assets, including assets used to margin U.S. exchange-traded futures and options, would not be protected as “customer funds.”  If MLPF&S became insolvent at a time when the Fund’s assets on deposit with MLPF&S were not considered customer funds, the Fund would likely lose significantly more as a result of the bankruptcy than would otherwise be the case.  Where BAC provides seed capital it also establishes a regular redemption schedule providing for withdrawal of the capital when the Fund capitalization reaches a certain level.  Once BAC’s ownership of a FuturesAccess Fund falls below 10%, the account of the FuturesAccess Fund will be considered a customer account rather than a proprietary account.

MLPF&S is required by CFTC regulations to maintain in a secured account the amount required to margin futures and options positions established on non-U.S. futures exchanges in order to protect customer funds in the event of MLPF&S’s bankruptcy.  While the secured account requirement relating to trading non-U.S. futures exchanges is similar in some respects to the segregation requirement relating to trading on U.S. futures exchanges, they are not identical and there are special risks associated with funds maintained in a secured account.  Funds held in a secured account may be commingled with funds of non-U.S. persons and, because they are by necessity held in a non-U.S. jurisdiction, are subject to different insolvency laws and customer protection regulations, which may be less favorable than U.S. laws and regulations.  Moreover, funds transferred from a secured account to a non-U.S. FCM, exchange or clearing agency to margin trading on non-U.S. futures exchanges are not subject to the same limitations on permissible investments as funds held by U.S. FCMs.  In addition to these special risks, funds held in a secured account are subject to risks comparable to those applicable to funds in a segregated account, namely that MLPF&S will not comply with the relevant regulations, that investments in the account will decline in value, of a shortfall in the event of the default by another customer, and that, if, BAC owns 10% or more of the Fund, the Fund’s assets will not be protected as “customer funds.”

If the Fund deposits assets with a particular entity and those assets are not held in segregation or in a secured account as “customer funds” for any of the reasons discussed above, in the event of the entity’s insolvency the Fund could be a general creditor of the entity even with regard to property specifically traceable to the Fund’s account.  As a result, the Fund’s claim would be paid along with the claims of other general creditors and the Fund would be subject to the loss of its entire deposit with the party.

To the extent the Fund enters into cleared swap transactions, the Fund will deposit collateral with MLPF&S in cleared swaps customer accounts, which are required by CFTC regulations to be separate from its proprietary collateral posted for cleared swaps transactions.  Cleared swap customer collateral is subject to regulations that closely parallel the regulations governing customer segregated funds but provide certain additional protections to cleared swaps collateral in the event of an FCM or FCM customer default.  For example, in the event of a default of both the FCM and a customer of the FCM, a clearing house is only permitted to access the cleared swaps collateral in the legally separate (but operationally comingled) account of the defaulting cleared swap customer of the FCM, as opposed to the treatment of customer segregated funds, under which the clearing house may access all of the commingled customer segregated funds of a defaulting FCM.

Collateral for OTC Transactions.  Cash pledged as collateral with MLIB or any other OTC prime broker for OTC trades is subject to the risk of the insolvency of the prime broker.  Unlike cash posted as margin for commodities trading on regulated exchanges is not required to be segregated or held in a secured account.

Bank Deposits.  The vast majority of the cash deposited with banks would be in excess of the limits on federal insurance for deposits, and thus not insured by the FDIC, and would be subject to the risk of bank failure.  Only up to $250,000 held in non-interest bearing demand deposit accounts will be insured under the FDIC’s general deposit insurance rules.

17

Cash in Securities Brokerage Accounts.  Cash in securities brokerage accounts with MLPF&S is subject to the risk of insolvency of MLPF&S.  While brokers are required to keep customer cash in a special reserve account for the benefit of customers, it is possible that a shortfall could exist in this account, in which case the Fund, along with other customers, would suffer losses.  The Securities Investor Protection Corporation provides protection against these losses, up to a limit, but the cash deposited by the Fund in a securities brokerage account would far exceed the limit.

Direct Investments.  Fund investments in U.S. government securities are backed by the full faith and credit of the U.S. government.  To the extent the Fund makes investments in non-government securities it would be subject to a risk of loss that depended on the type of security.

Recent events underscore the risks described above.  Significant losses incurred by many investment funds in relation to the bankruptcy and/or administration of Lehman Brothers Holdings Inc. and its affiliates illustrate the risks incurred in both derivatives trading and custody/brokerage arrangements.  The bankruptcy liquidation of MF Global Inc. also demonstrates that even customer funds subject to segregation requirements may be difficult for an FCM to locate, and customer funds held by an FCM in bankruptcy may not be distributed promptly and may be subject to a lengthy claims process.

Insolvency of Dual-Registered Entities

MLPF&S is registered as both an FCM with the CFTC and as a broker-dealer with the SEC.  Other counterparties and entities holding Fund assets may also be entities registered with both the SEC and the CFTC.  In the event of an insolvency of a dual-registered entity, the distribution of CFTC regulated customer funds would be governed by the CFTC’s bankruptcy rules and Chapter 7 of the U.S. Bankruptcy Code, while the distribution of SEC regulated customer funds would be governed by the Securities Investor Protection Act of 1970 and applicable provisions of the U.S. Bankruptcy Code.  Uncertainty exists regarding the application of the two separate insolvency regimes to the insolvency of a single entity.

Risk of Loss Due to Trading Errors and the Failure of Trading Systems

The Fund is subject to the risk of failures or inaccuracies in the trading systems of the Trading Advisor.  Trades for the Fund may be placed or executed in error due to technical errors such as coding or programming errors in software, hardware problems and inaccurate pricing information provided by third parties or execution errors such as keystroke, typographic or inadvertent drafting errors.  Many exchanges have adopted “obvious error” rules that prevent the entry and execution of trades more than a specified amount away from the current best price on the exchange.  However, these rules may not be in place on the exchanges on which the Trading Advisor trades on behalf of the Fund and may not be enforced even if in effect.  These rules likely would not prevent the entry and execution of a trade entered close to the market price but at the wrong size.

The Fund is subject to the risk of the unavailability or failure of the computer systems of the exchanges on which the Trading Advisor trades.  Any such errors or failures could subject the Fund to substantial losses.

Government Intervention; Market Disruptions

The global financial markets have in the past several years experienced pervasive and fundamental disruptions that have led to extensive and unprecedented governmental intervention.  Government intervention has in certain cases been implemented on an “emergency” basis, suddenly and substantially eliminating market participants’ ability, at least on a temporary basis, 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 taken action, these interventions typically have been difficult to interpret and unclear in scope and application, resulting in confusion and uncertainty.  This confusion and uncertainty in itself has been materially detrimental to the efficient functioning of the markets as well as previously successful investment strategies.

The Fund may incur substantial losses in the event of disrupted markets and other extraordinary events in which historical pricing relationships become materially distorted, the availability of credit is restricted or the ability to trade or invest capital, including exiting existing positions, is otherwise impaired.  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 private investment funds such as the Fund from banks, dealers and other counterparties, is typically reduced in disrupted markets.  Any reduction may result in substantial losses to the Fund.  Market disruptions may from time to time cause dramatic losses for the Fund and these events can result in otherwise historically low-risk strategies performing with unprecedented volatility and risk.

18

Regulatory Changes Could Restrict the Fund’s Operations

The Fund implements speculative, highly leveraged strategies.  From time to time there is governmental scrutiny of these types of strategies and political pressure to regulate their activities.  The CFTC and the exchanges are authorized to take extraordinary actions in the event of a market emergency, including, for example, the retroactive implementation of speculative position limits or higher margin requirements, the establishment of daily price limits and the suspension of trading.  The regulation of futures, swaps, forward and options transactions in the United States is a rapidly changing area of law and is subject to modification by government and judicial action.  In addition, as described in further detail above under “Possible Effects of Speculative Position Limits,” the U.S. Congress and the CFTC have expressed the concern that speculative traders, and commodity funds in particular, may be responsible for unwarranted and dramatic swings in the prices of commodities and the CFTC enacted position limits designed to address such speculative trading.  Non-U.S. governments have from time to time blamed the declines of their currencies on speculative currency trading and imposed restrictions on speculative trading in certain markets.

Regulatory changes could adversely affect the Fund by restricting the markets in which it trades, otherwise limiting its trading and/or increasing the taxes to which Investors are subject.  Adverse regulatory initiatives could develop suddenly and without notice.

The Reform Act includes provisions that substantially increase the regulation of the OTC derivatives markets.  Regulations implementing the Reform Act may require that a substantial portion of derivatives currently traded over the counter be executed in regulated markets and/or submitted for clearing to regulated clearinghouses.  Those OTC derivatives may include OTC F/X forwards and swaps which may be traded by the Fund.

Although the U.S. Treasury has the discretion to exclude F/X forwards and swaps from certain of the new regulatory requirements, it has done so to date only in limited circumstances.  Forwards and swaps that are not so excluded may be required by the Reform Act to be centrally cleared or traded on a regulated market.  The Reform Act may also require other OTC derivatives traded by the Fund, if any, to be centrally cleared or traded on a regulated market.  This may subject the Fund, the Trading Advisor, MLAI and/or the Fund’s counterparties to additional regulatory requirements including minimum initial and variation margin requirements, minimum capital requirements, registration with the SEC and/or the CFTC, new business conduct standards, disclosure requirements, reporting and recordkeeping requirements, transparency requirements, position limits, limitations on conflicts of interest and other regulatory burdens.  Certain of these requirements apply to currency forwards and swaps even if they are excluded by the U.S. Treasury.  Certain of these regulatory requirements could affect the Fund, the Trading Advisor, or MLAI directly, while others could impact the Fund, the Trading Advisor or MLAI indirectly due to the impact of the requirements on the Fund’s counterparties.  These new regulatory burdens would further increase the counterparties’ costs, which are expected to be passed through to other market participants such as the Fund in the form of higher fees and less favorable dealer marks.  They may also render certain strategies in which the Trading Advisor might otherwise engage impossible, or so costly that they will no longer be economical, to implement.

Although the Reform Act will require many OTC derivative transactions previously entered into on a principal-to-principal basis to be submitted for clearing by a regulated clearinghouse, some of the derivatives that may be traded by the Fund may not be centrally cleared.  The risk of counterparty non-performance can be significant in the case of these OTC instruments, and bid-ask spreads may be unusually wide in these heretofore substantially unregulated markets.  While the Reform Act is intended in part to reduce these risks, its success in this respect may not be evident for some time after the Reform Act is fully implemented, a process that may take several years.  In addition, while the Reform Act’s requirement that certain swaps be traded on a regulated market is intended to improve transparency in the market for these swaps, and may for more liquid swaps decrease trading costs, it may actually increase trading costs for less liquid swaps.

Certain steps are underway to regulate derivative transactions in the European Union (“E.U.”).  On August 16, 2012, the E.U. Market Infrastructure Regulation on OTC derivatives, central counterparties and trade repositories (“EMIR”) became effective. EMIR will largely be implemented through secondary or “Level 2” measures, and it is uncertain when these measures will take effect given that they are still being negotiated. However, it is likely that some aspects of EMIR, such as the obligation to timely confirm uncleared OTC derivatives transactions, will become effective some time in 2013. EMIR introduces certain requirements in respect of OTC derivative contracts, which will apply primarily to “financial counterparties” such as E.U.-authorized investment firms, credit institutions, insurance companies, UCITS and alternative investment funds managed by E.U. authorized alternative investment fund managers, and non-financial counterparties exceeding a certain threshold. Certain obligations under EMIR will also apply to non-E.U. counterparties, such as the Fund, where the counterparties’ contracts would be subject to EMIR if they were established in the E.U. and where their contract has a “direct, substantial and foreseeable effect” within the E.U., or where the obligation is necessary to prevent evasion of

19

EMIR.  In particular, EMIR imposes a general obligation to clear OTC derivative contracts through a duly authorized central counterparty (“CCP”) where those contracts belong to a class of derivatives which has been declared subject to the clearing obligation.  Under EMIR, a CCP will be used to meet the clearing obligations by interposing itself between the counterparties to the eligible derivative contracts.  CCPs will connect with some derivative counterparties through their clearing members; other counterparties may clear via “indirect” clearing arrangements. Each derivative counterparty will be required to post both initial and variation margin to the clearing member, which in turn will be required to post margin to the CCP, or to the clearing member’s client in an indirect arrangement.  EMIR requires CCPs to accept only highly liquid collateral with minimal credit and market risk.  In relation to OTC derivatives which are not subject to the clearing obligation, counterparties which are subject to EMIR will have to ensure that appropriate procedures and arrangements are in place to measure, monitor and mitigate operational and credit risk. For example, counterparties will have to confirm contracts in a timely fashion, set up reconciliation, dispute resolution and compression procedures, exchange collateral and mark contracts to market or model on a daily basis.  In addition, all counterparties and CCPs will be required to report their transactions in derivatives to a registered or recognized trade repository or, where no trade repository has been authorized in connection with a particular class of derivatives, to the European Securities and Markets Authority (“ESMA”).

Certain Level 2 measures that will provide more detailed rules that give effect to EMIR have not yet been finalized.  In addition, ESMA has not yet identified and approved the list of derivatives subject to the clearing obligation.  The E.U. regulatory framework relating to derivatives is established not only by EMIR but also by the proposals to “recast” the existing Markets in Financial Instruments Directive (“MiFID II”) which have not been finalized. In particular, MiFID II is expected to require transactions in derivatives to be traded on a regulated market and centrally cleared. In this respect, it is difficult to predict the full impact of these regulatory developments on the Fund. Prospective investors should be aware that the regulatory changes arising from EMIR and MiFID II may significantly raise the costs of entering into derivative contracts and may adversely affect the Fund’s ability to engage in transactions in derivatives.

Banking Regulation

BAC is subject to certain U.S. banking laws, including the Bank Holding Company Act of 1956 (“BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve”).  If BAC directly, or indirectly through its subsidiaries, makes capital contributions to the Fund in an aggregate amount such that BAC may be deemed to control the Fund for purposes of the BHCA, or if BAC is otherwise deemed to control the Fund for purposes of the BHCA, the Fund may be subject to certain investment and other limitations.

In addition to the changes in the regulation of U.S. markets described above, it is impossible to predict what additional interim or permanent governmental regulations, restrictions or limitations may be imposed, whether in the U.S. or non-U.S. markets, on, for example:  (x) the markets in which the Fund invests and the strategies of the Fund; and (y) BAC.  Such measures could have a material and adverse effect on the Fund, including expenses that result from increased compliance requirements.

Concerns Regarding the Downgrade of the U.S. Credit Rating and the Sovereign Debt Crisis in Europe

On August 5, 2011, Standard & Poor’s lowered its long term sovereign credit rating on the United States of America from AAA to AA+.  This downgrade or future Downgrades by Standard & Poor’s or other credit rating agencies could have material adverse effect on financial markets and economic conditions in the United States and throughout the world and, in turn, the market’s anticipation of these impacts could have a material adverse effect on the investments made by the Fund and thereby the Fund’s financial condition and liquidity.  The ultimate impact on global markets and the Fund’s business is unpredictable.

Global markets and economic conditions have been negatively affected by the ability of E.U. member states to service their sovereign debt obligations.  The continued uncertainty over the outcome of the E.U.’s financial support programs and financial troubles could have an adverse effect on the Fund.

20

Item 1B: Unresolved Staff Comments

Not applicable.

Item 2:Properties

The Fund does not use any physical properties in the conduct of its business.

The Fund’s offices are the administrative offices of MLAI (Merrill Lynch Alternative Investments LLC, Four World Financial Center, 11h Floor, 250 Vesey Street New York, New York 10080).  MLAI performs administrative services for the Fund from MLAI’s offices.

Item 3:Legal Proceedings

None.

Item 4:Mine Safety Disclosures

Not applicable

PART II

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

Item 5(a)

(a)Market Information:

Investors in the Fund generally may redeem any or all of their Units at Net Asset Value effective as of the last calendar day of each month (each a “Redemption Date”), upon providing oral or written notice by the “Subscription/Redemption Notice Date, “which is eight business days prior to the first of every month. Investors will remain exposed to fluctuations in Net Asset Value during the period between submission of their redemption request and the applicable Redemption Date.

(b)Holders:

As of December 31, 2013, there were 128 holders of Units, none of whom owned 5% or more of the Fund’s Units.

(c)Dividends:

MLAI has not made and does not contemplate making any distributions on the Units.

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

Not applicable.

(e)Performance Graph:

Not applicable.

21

(f)Recent Sales of Unregistered Securities:

Units are privately offered and sold to “accredited investors” (as defined in Rule 501(a) under the Securities Act in reliance on the exemption from registration provided by Section 4(2) of the Securities act and Rule 506 thereunder.  The selling agent of the Units was MLPF&S.

CLASS A

	Subscription
	Amount		Units	NAV (1)
Jan-13	$	9,800	12,062	$	0.8125
Feb-13	9,800		11,844	0.8274
Mar-13	—		—	0.8208
Apr-13	—		—	0.8380
May-13	—		—	0.8689
Jun-13	—		—	0.8010
Jul-13	—		—	0.7576
Aug-13	—		—	0.7392
Sep-13	—		—	0.7173
Oct-13	—		—	0.7007
Nov-13	—		—	0.7338
Dec-13	—		—	0.7400
Jan-14	—		—	0.7361
Feb-14	—		—	0.7159

CLASS C

	Subscription
	Amount		Units	NAV (1)
Jan-13	$	—	—	$	0.7995
Feb-13	30,000		36,878	0.8135
Mar-13	—		—	0.8063
Apr-13	20,000		24,313	0.8226
May-13	—		—	0.8521
Jun-13	—		—	0.7850
Jul-13	15,000		20,221	0.7418
Aug-13	—		—	0.7232
Sep-13	68,681		97,962	0.7011
Oct-13	12,775		18,666	0.6844
Nov-13	—		—	0.7160
Dec-13	—		—	0.7215
Jan-14	—		—	0.7195
Feb-14	—		—	0.6968

CLASS M

	Subscription
	Amount		Units	NAV (1)
Jan-13	$	—	—	$	1.0133
Feb-13	—		—	1.0332
Mar-13	—		—	1.0262
Apr-13	10,000		9,533	1.0490
May-13	7,000		6,428	1.0890
Jun-13	7,000		6,963	1.0053
Jul-13	7,000		7,353	0.9520
Aug-13	—		—	0.9300
Sep-13	—		—	0.9035
Oct-13	—		—	0.8838
Nov-13	—		—	0.9266
Dec-13	—		—	0.9356
Jan-14	—		—	0.9297
Feb-14	—		—	0.9074

CLASS I

	Subscription
	Amount		Units	NAV (1)
Jan-13	$	—	—	$	0.8201
Feb-13	—		—	0.8354
Mar-13	—		—	0.8290
Apr-13	—		—	0.8467
May-13	—		—	0.8781
Jun-13	—		—	0.8098
Jul-13	—		—	0.7662
Aug-13	—		—	0.7479
Sep-13	—		—	0.7259
Oct-13	—		—	0.7094
Nov-13	—		—	0.7431
Dec-13	—		—	0.7496
Jan-14	—		—	0.7448
Feb-14	—		—	0.7256

CLASS DT

	Subscription
	Amount		Units	NAV (1)
Jan-13	$	—	—	$	0.8912
Feb-13	—		—	0.9095
Mar-13	—		—	0.9041
Apr-13	—		—	0.9250
May-13	—		—	0.9611
Jun-13	—		—	0.8879
Jul-13	—		—	0.8415
Aug-13	—		—	0.8228
Sep-13	—		—	0.8000
Oct-13	—		—	0.7832
Nov-13	—		—	0.8218
Dec-13	—		—	0.8305
Jan-14	—		—	0.8267
Feb-14	—		—	0.8068

(1) Beginning of the month Net Asset Value

22

Class A Units are subject to a sales commission paid to MLPF&S ranging from 1.0% to 2.5%. Class D Units and Class I Units are subject to sales commissions paid to MLPF&S up to 0.50%. The rate assessed to a given subscription is based upon the subscription amount. Sales commissions are directly deducted from subscription amounts. Class C Units, Class DT Units and Class M Units are not subject to any sales commissions.

Item 5(b)

Not applicable.

Item 5(c)

Not applicable.

Item 6:Selected Financial Data

The following selected financial data has been derived from the financial statements of the Fund.

Statements of Operations	For the year ended December 31, 2013			For the year ended December 31, 2012			For the year ended December 31, 2011
Trading profit (loss)
Realized, net	$	(1,711,375	)	$	(1,492,204	)	$	(2,506,019	)
Change in unrealized, net	442,109			(967,318		)	(976,693		)
Brokerage commissions	(353,298		)	(159,775		)	(367,827		)
Total trading profit (loss)	(1,622,564		)	(2,619,297		)	(3,850,539		)
INVESTMENT INCOME:
Interest	(5,113		)	1,066			9,703
EXPENSES:
Management fees	356,165			625,607			687,955
Performance fees	—			—			—
Sponsor fees	166,470			336,431			294,773
Other	142,136			354,832			409,805
Total Expenses	664,771			1,316,870			1,392,533
NET INVESTMENT INCOME (LOSS)	(669,884		)	(1,315,804		)	(1,382,830		)
NET INCOME (LOSS)	$	(2,292,448	)	$	(3,935,101	)	$	(5,233,369	)

Balance Sheet Data	December 31, 2013		December 31, 2012		December 31, 2011
Members’ Capital	$	18,392,856	$	33,425,351	$	54,066,965
Net Asset Value per Series A Unit	$	0.7361	$	0.8125	$	0.8964
Net Asset Value per Series C Unit	$	0.7195	$	0.7995	$	0.8909
Net Asset Value per Series D Unit*	$	—	$	—	$	0.9170
Net Asset Value per Series I Unit	$	0.7448	$	0.8201	$	0.9011
Net Asset Value per Series M Unit**	$	0.9297	$	1.0133	$	—
Net Asset Value per Series DT Unit	$	0.8267	$	0.8912	$	0.9589

*Units issued on May 1, 2011. Units fully redeemed as of August 31, 2012.

**Units issued on July 1, 2012. Units fully redeemed as of September 30, 2012. Units reissued on December 1, 2012.

23

MLAI believes that the Net Asset Value used to calculate subscription and redemption value and report performance to investors is useful information for the members of the Fund.

MONTH-END NET ASSET VALUE PER INITIAL UNIT CLASS A

	Jan.		Feb.		Mar.		Apr.		May		June		July		Aug.		Sept.		Oct.		Nov.		Dec.
2010	n/a		n/a		n/a		n/a		n/a		n/a		n/a		n/a		$	0.9935	$	1.0177	$	0.9606	$	1.0077
2011	$	0.9681	$	0.9750	$	0.9402	$	0.9848	$	0.9451	$	0.9143	$	0.9519	$	0.9565	$	0.9550	$	0.8970	$	0.8930	$	0.8964
2012	$	0.8835	$	0.9009	$	0.8631	$	0.8601	$	0.8615	$	0.8315	$	0.8623	$	0.8390	$	0.8321	$	0.8039	$	0.8130	$	0.8125
2013	$	0.8274	$	0.8208	$	0.8380	$	0.8689	$	0.8010	$	0.7576	$	0.7392	$	0.7173	$	0.7007	$	0.7338	$	0.7400	$	0.7361

MONTH-END NET ASSET VALUE PER INITIAL UNIT CLASS C

	Jan.		Feb.		Mar.		Apr.		May		June		July		Aug.		Sept.		Oct.		Nov.		Dec.
2010	n/a		n/a		n/a		n/a		n/a		n/a		n/a		n/a		n/a		$	1.0235	$	0.9652	$	1.0117
2011	$	0.9711	$	0.9772	$	0.9416	$	0.9854	$	0.9449	$	0.9133	$	0.9501	$	0.9539	$	0.9516	$	0.8931	$	0.8883	$	0.8909
2012	$	0.8774	$	0.8939	$	0.8557	$	0.8521	$	0.8527	$	0.8224	$	0.8520	$	0.8284	$	0.8209	$	0.7924	$	0.8006	$	0.7995
2013	$	0.8135	$	0.8063	$	0.8226	$	0.8521	$	0.7850	$	0.7418	$	0.7232	$	0.7011	$	0.6844	$	0.7160	$	0.7215	$	0.7195

MONTH-END NET ASSET VALUE PER INITIAL UNIT CLASS D

	Jan.		Feb.		Mar.		Apr.		May		June		July		Aug.		Sept.		Oct.		Nov.		Dec.
2011	n/a		n/a		n/a		n/a		$	0.9585	$	0.9284	$	0.9678	$	0.9736	$	0.9734	$	0.9154	$	0.9124	$	0.9170
2012	$	0.9049	$	0.9239	$	0.8863	$	0.8844	$	0.8869	$	0.8571	$	0.8899	$	0.8669	n/a		n/a		n/a		n/a
2013	n/a		n/a		n/a		n/a		n/a		n/a		n/a		n/a		n/a		n/a		n/a		n/a

MONTH-END NET ASSET VALUE PER INITIAL UNIT CLASS I

	Jan.		Feb.		Mar.		Apr.		May		June		July		Aug.		Sept.		Oct.		Nov.		Dec.
2010	n/a		n/a		n/a		n/a		n/a		n/a		n/a		n/a		$	0.9939	$	1.0184	$	0.9615	$	1.0090
2011	$	0.9697	$	0.9769	$	0.9424	$	0.9874	$	0.9480	$	0.9173	$	0.9554	$	0.9603	$	0.9591	$	0.9012	$	0.8974	$	0.9011
2012	$	0.8885	$	0.9063	$	0.8686	$	0.8659	$	0.8675	$	0.8376	$	0.8689	$	0.8457	$	0.8390	$	0.8108	$	0.8203	$	0.8201
2013	$	0.8354	$	0.8290	$	0.8467	$	0.8781	$	0.8098	$	0.7662	$	0.7479	$	0.7259	$	0.7094	$	0.7431	$	0.7496	$	0.7448

MONTH-END NET ASSET VALUE PER INITIAL UNIT CLASS DT

	Jan.		Feb.		Mar.		Apr.		May		June		July		Aug.		Sept.		Oct.		Nov.		Dec.
2010	n/a		n/a		n/a		n/a		n/a		n/a		n/a		$	1.0272	$	1.0236	$	1.0513	$	1.0035	$	1.0509
2011	$	1.0117	$	1.0211	$	0.9867	$	1.0388	$	0.9964	$	0.9660	$	1.0078	$	1.0148	$	1.0153	$	0.9556	$	0.9533	$	0.9589
2012	$	0.9471	$	0.9678	$	0.9291	$	0.9279	$	0.9313	$	0.9008	$	0.9360	$	0.9126	$	0.9070	$	0.8781	$	0.8899	$	0.8912
2013	$	0.9095	$	0.9041	$	0.9250	$	0.9611	$	0.8879	$	0.8415	$	0.8228	$	0.8000	$	0.7832	$	0.8218	$	0.8305	$	0.8267

MONTH-END NET ASSET VALUE PER INITIAL UNIT CLASS M

	Jan.		Feb.		Mar.		Apr.		May		June		July		Aug.		Sept.		Oct.		Nov.		Dec.
2012	n/a		n/a		n/a		n/a		n/a		n/a		$	1.0382	$	1.0115	$	1.0044	n/a		n/a		$	1.0133
2013	$	1.0332	$	1.0262	$	1.0490	$	1.0890	$	1.0053	$	0.9520	$	0.9300	$	0.9035	$	0.8838	$	0.9266	$	0.9356	$	0.9297

24

MAN AHL FUTURESACCESS LLC

(CLASS A UNITS) (5)

December 31, 2013

Type of Pool:  Single Advisor Non-“Principal Protected”(1)

Inception of Trading: September 1, 2010

Aggregate Subscriptions: $6,276,141

Current Capitalization:   $1,184,330

Worst Monthly Drawdown(2):  (7.81)% (May 2013)

Worst Peak-to-Valley Drawdown(3):  (31.15)%  (November 2010 — December 2013)

Net Asset Value per Unit for Class A, December 31, 2013:   $0.7361

Monthly Rates of Return (4)

Month	2013		2012		2011		2010
January	1.83	%	-1.44	%	(3.93	)%	0.00	%
February	(0.80	)	1.97		0.71		—
March	2.10		(4.20	)	(3.56	)	—
April	3.69		(0.35	)	4.74		—
May	(7.81	)	0.16		(4.02	)	—
June	(5.42	)	(3.48	)	(3.26	)	—
July	(2.43	)	3.69		4.11		—
August	(2.96	)	(2.70	)	0.48		—
September	(2.31	)	(0.82	)	(0.16	)	(0.65	)
October	4.72		(3.39	)	(6.07	)	2.44
November	0.84		1.13		(0.45	)	(5.61	)
December	(0.76	)	(0.06	)	0.38		4.90
Compound Annual Rate of Return	(9.62	)%	(9.36	)%	(11.05	)%	0.77	%

(1) Certain funds are structured so as to guarantee to investors that their investment will be worth no less than a specified amount (typically, the initial purchase price) as of a date certain after the date of investment.  The CFTC refers to such funds as “principal protected”. The Fund has no such feature.

(2) Worst Monthly Drawdown represents the largest negative Monthly Rate of Return experienced since September 1, 2010 by the Fund; a drawdown is measured on the basis of month-end Net Asset Value only, and does not reflect intra-month figures.

(3) Worst Peak-to-Valley Drawdown represents the greatest percentage decline since September 1, 2010 from a month-end cumulative Monthly Rate of Return without such cumulative Monthly Rate of Return being equaled or exceeded as of a subsequent month-end.  For example, if the Monthly Rate of Return was (1)% in each of January and February, 1% in March and (2)% in April, the Peak-to-Valley Drawdown would still be continuing at the end of April in the amount of approximately (3)%, whereas if the Monthly Rate of Return had been approximately 3% in March, the Peak-to-Valley Drawdown would have ended as of the end of February at approximately the (2)% level.

(4) Monthly Rate of Return is the net performance of the Fund during the month of determination (including interest income and after all expenses have been accrued or paid) divided by the total capital of the Fund as of the beginning of such month.

(5) The information presented is based on Net Asset Value and Net Asset Value per Unit. The inception to date total return is (26.39)%.

25

MAN AHL FUTURESACCESS LLC

(CLASS C UNITS) (5)

December 31, 2013

Type of Pool:  Single Advisor Non-“Principal Protected”(1)

Inception of Trading: October 1, 2010

Aggregate Subscriptions:    $17,528,131

Current Capitalization:   $2,658,536

Worst Monthly Drawdown(2):  (7.87)% (May 2013)

Worst Peak-to-Valley Drawdown(3):  (33.13)%  (November 2010 — December 2013)

Net Asset Value per Unit for Class C, December 31, 2013:   $0.7195

Monthly Rates of Return (4)

Month	2013		2012		2011		2010
January	1.75	%	-1.53	%	(4.01	)%	0.00	%
February	(0.89	)	1.88		0.63		—
March	2.02		(4.27	)	(3.65	)	—
April	3.59		(0.42	)	4.65		—
May	(7.87	)	0.07		(4.10	)	—
June	(5.50	)	(3.55	)	(3.34	)	—
July	(2.51	)	3.61		4.03		—
August	(3.06	)	(2.78	)	0.40		—
September	(2.38	)	(0.91	)	(0.24	)	—
October	4.62		(3.47	)	(6.15	)	2.35
November	0.77		1.03		(0.53	)	(5.70	)
December	(0.84	)	(0.14	)	0.30		4.82
Compound Annual Rate of Return	(10.52	)%	(10.27	)%	(11.93	)%	1.17	%

(1) Certain funds are structured so as to guarantee to investors that their investment will be worth no less than a specified amount (typically, the initial purchase price) as of a date certain after the date of investment.  The CFTC refers to such funds as “principal protected”. The Fund has no such feature.

(2) Worst Monthly Drawdown represents the largest negative Monthly Rate of Return experienced since October 1, 2010 by the Fund; a drawdown is measured on the basis of month-end Net Asset Value only, and does not reflect intra-month figures.

(3) Worst Peak-to-Valley Drawdown represents the greatest percentage decline since October 1, 2010 from a month-end cumulative Monthly Rate of Return without such cumulative Monthly Rate of Return being equaled or exceeded as of a subsequent month-end.  For example, if the Monthly Rate of Return was (1)% in each of January and February, 1% in March and (2)% in April, the Peak-to-Valley Drawdown would still be continuing at the end of April in the amount of approximately (3)%, whereas if the Monthly Rate of Return had been approximately 3% in March, the Peak-to-Valley Drawdown would have ended as of the end of February at approximately the (2)% level.

(4) Monthly Rate of Return is the net performance of the Fund during the month of determination (including interest income and after all expenses have been accrued or paid) divided by the total capital of the Fund as of the beginning of such month.

(5) The information presented is based on Net Asset Value and Net Asset Value per Unit. The inception to date total return is (28.05)%.

26

MAN AHL FUTURESACCESS LLC

(CLASS D UNITS) (5)

December 31, 2013

Type of Pool:  Single Advisor Non-“Principal Protected”(1)

Inception of Trading: May 1, 2011

Aggregate Subscriptions:    $400,000

Current Capitalization:   $0

Worst Monthly Drawdown(2):  (5.96)% (October 2011)

Worst Peak-to-Valley Drawdown(3):  (14.29)%  (May 2011 — August 2012)

Net Asset Value per Unit for Class D, December 31, 2013:   $0.000

Monthly Rates of Return (4)

Month	2012		2011
January	-1.32	%	0.00	%
February	2.10		—
March	(4.07	)	—
April	(0.21	)	—
May	0.28		(4.15	)
June	(3.36	)	(3.14	)
July	3.82		4.24
August	(2.58	)	0.61
September	—		(0.03	)
October	—		(5.96	)
November	—		(0.33	)
December	—		0.51
Compound Annual Rate of Return	(5.46	)%	(8.30	)%

(1) Certain funds are structured so as to guarantee to investors that their investment will be worth no less than a specified amount (typically, the initial purchase price) as of a date certain after the date of investment.  The CFTC refers to such funds as “principal protected”. The Fund has no such feature.

(2) Worst Monthly Drawdown represents the largest negative Monthly Rate of Return experienced since May 1, 2011 by the Fund; a drawdown is measured on the basis of month-end Net Asset Value only, and does not reflect intra-month figures.

(3) Worst Peak-to-Valley Drawdown represents the greatest percentage decline since May 1, 2011 from a month-end cumulative Monthly Rate of Return without such cumulative Monthly Rate of Return being equaled or exceeded as of a subsequent month-end.  For example, if the Monthly Rate of Return was (1)% in each of January and February, 1% in March and (2)% in April, the Peak-to-Valley Drawdown would still be continuing at the end of April in the amount of approximately (3)%, whereas if the Monthly Rate of Return had been approximately 3% in March, the Peak-to-Valley Drawdown would have ended as of the end of February at approximately the (2)% level.

(4) Monthly Rate of Return is the net performance of the Fund during the month of determination (including interest income and after all expenses have been accrued or paid) divided by the total capital of the Fund as of the beginning of such month.

(5) The information presented is based on Net Asset Value and Net Asset Value per Unit. The inception to date total return is (13.31)%.

27

MAN AHL FUTURESACCESS LLC

(CLASS I UNITS) (5)

December 31, 2013

Type of Pool:  Single Advisor Non-“Principal Protected”(1)

Inception of Trading: September 1, 2010

Aggregate Subscriptions:  $2,876,153

Current Capitalization:   $95,928

Worst Monthly Drawdown(2):  (7.78)% (May 2013)

Worst Peak-to-Valley Drawdown(3):  (30.34)%  (November 2010 — December 2013)

Net Asset Value per Unit for Class I, December 31, 2013:   $0.7448

Monthly Rates of Return (4)

Month	2013		2012		2011		2010
January	1.87	%	-1.40	%	(3.90	)%	0.00	%
February	(0.77	)	2.00		0.75		—
March	2.14		(4.16	)	(3.53	)	—
April	3.71		(0.31	)	4.77		—
May	(7.78	)	0.18		(3.99	)	—
June	(5.38	)	(3.45	)	(3.23	)	—
July	(2.39	)	3.73		4.15		—
August	(2.94	)	(2.66	)	0.52		—
September	(2.27	)	(0.79	)	(0.12	)	(0.61	)
October	4.75		(3.36	)	(6.04	)	2.47
November	0.87		1.17		(0.42	)	(5.59	)
December	(0.72	)	(0.02	)	0.41		4.94
Compound Annual Rate of Return	(9.25	)%	(8.99	)%	(10.69	)%	0.90	%

(1) Certain funds are structured so as to guarantee to investors that their investment will be worth no less than a specified amount (typically, the initial purchase price) as of a date certain after the date of investment.  The CFTC refers to such funds as “principal protected”. The Fund has no such feature.

(2) Worst Monthly Drawdown represents the largest negative Monthly Rate of Return experienced since September 1, 2010 by the Fund; a drawdown is measured on the basis of month-end Net Asset Value only, and does not reflect intra-month figures.

(3) Worst Peak-to-Valley Drawdown represents the greatest percentage decline since September 1, 2010 from a month-end cumulative Monthly Rate of Return without such cumulative Monthly Rate of Return being equaled or exceeded as of a subsequent month-end.  For example, if the Monthly Rate of Return was (1)% in each of January and February, 1% in March and (2)% in April, the Peak-to-Valley Drawdown would still be continuing at the end of April in the amount of approximately (3)%, whereas if the Monthly Rate of Return had been approximately 3% in March, the Peak-to-Valley Drawdown would have ended as of the end of February at approximately the (2)% level.

(4) Monthly Rate of Return is the net performance of the Fund during the month of determination (including interest income and after all expenses have been accrued or paid) divided by the total capital of the Fund as of the beginning of such month.

(5) The information presented is based on Net Asset Value and Net Asset Value per Unit. The inception to date total return is (25.52)%.

28

MAN AHL FUTURESACCESS LLC

(CLASS DT UNITS) (5)

December 31, 2013

Type of Pool:  Single Advisor Non-“Principal Protected”(1)

Inception of Trading: August 1, 2010

Aggregate Subscriptions:   $45,564,614

Current Capitalization:   $14,270,907

Worst Monthly Drawdown(2):  (7.62)% (May 2013)

Worst Peak-to-Valley Drawdown(3):  (25.50)%  (November 2010 — December 2013)

Net Asset Value per Unit for Class DT, December 31, 2013:  $0.8267

Monthly Rates of Return (4)

Month	2013		2012		2011		2010
January	2.05	%	-1.23	%	(3.73	)%	0.00	%
February	(0.59	)	2.19		0.92		—
March	2.31		(4.00	)	(3.36	)	—
April	3.90		(0.13	)	5.27		—
May	(7.62	)	0.37		(4.07	)	—
June	(5.23	)	(3.27	)	(3.06	)	—
July	(2.22	)	3.91		4.33		—
August	(2.77	)	(2.49	)	0.69		2.72
September	(2.10	)	(0.62	)	0.05		(0.35	)
October	4.93		-3.19		(5.88	)	2.71
November	1.06		1.34		(0.24	)	(4.55	)
December	(0.55	)	0.15		0.59		4.72
Compound Annual Rate of Return	(7.33	)%	(7.06	)%	(8.75	)%	5.09	%

(1) Certain funds are structured so as to guarantee to investors that their investment will be worth no less than a specified amount (typically, the initial purchase price) as of a date certain after the date of investment.  The CFTC refers to such funds as “principal protected”. The Fund has no such feature.

(2) Worst Monthly Drawdown represents the largest negative Monthly Rate of Return experienced since August 1, 2010 by the Fund; a drawdown is measured on the basis of month-end Net Asset Value only, and does not reflect intra-month figures.

(3) Worst Peak-to-Valley Drawdown represents the greatest percentage decline since August 1, 2010 from a month-end cumulative Monthly Rate of Return without such cumulative Monthly Rate of Return being equaled or exceeded as of a subsequent month-end.  For example, if the Monthly Rate of Return was (1)% in each of January and February, 1% in March and (2)% in April, the Peak-to-Valley Drawdown would still be continuing at the end of April in the amount of approximately (3)%, whereas if the Monthly Rate of Return had been approximately 3% in March, the Peak-to-Valley Drawdown would have ended as of the end of February at approximately the (2)% level.

(4) Monthly Rate of Return is the net performance of the Fund during the month of determination (including interest income and after all expenses have been accrued or paid) divided by the total capital of the Fund as of the beginning of such month.

(5) The information presented is based on Net Asset Value and Net Asset Value per Unit. The inception to date total return is (17.33)%.

29

MAN AHL FUTURESACCESS LLC

(CLASS M UNITS) (5)

December 31, 2013

Type of Pool:  Single Advisor Non-“Principal Protected”(1)

Inception of Trading: July 1, 2012

Aggregate Subscriptions:  $716,136

Current Capitalization:   $183,155

Worst Monthly Drawdown(2):  (7.69)% (May 2013)

Worst Peak-to-Valley Drawdown(3):  (18.84)%  (May 2013 — December 2013)

Net Asset Value per Unit for Class M, December 31, 2013:   $0.9297

Monthly Rates of Return (4)

Month	2013		2012
January	1.96	%	0.00	%
February	(0.68	)	—
March	2.22		—
April	3.81		—
May	(7.69	)	—
June	(5.30	)	—
July	(2.31	)	3.82
August	(2.85	)	(2.58	)
September	(2.18	)	(0.70	)
October	4.84		—
November	0.97		—
December	(0.63	)	0.07
Compound Annual Rate of Return	(8.25	)%	.51	%

(1) Certain funds are structured so as to guarantee to investors that their investment will be worth no less than a specified amount (typically, the initial purchase price) as of a date certain after the date of investment.  The CFTC refers to such funds as “principal protected”. The Fund has no such feature.

(2) Worst Monthly Drawdown represents the largest negative Monthly Rate of Return experienced since July 1, 2012 by the Fund; a drawdown is measured on the basis of month-end Net Asset Value only, and does not reflect intra-month figures.

(3) Worst Peak-to-Valley Drawdown represents the greatest percentage decline since July 1, 2012 from a month-end cumulative Monthly Rate of Return without such cumulative Monthly Rate of Return being equaled or exceeded as of a subsequent month-end.  For example, if the Monthly Rate of Return was (1)% in each of January and February, 1% in March and (2)% in April, the Peak-to-Valley Drawdown would still be continuing at the end of April in the amount of approximately (3)%, whereas if the Monthly Rate of Return had been approximately 3% in March, the Peak-to-Valley Drawdown would have ended as of the end of February at approximately the (2)% level.

(4) Monthly Rate of Return is the net performance of the Fund during the month of determination (including interest income and after all expenses have been accrued or paid) divided by the total capital of the Fund as of the beginning of such month.

(5) The information presented is based on Net Asset Value and Net Asset Value per Unit. The inception to date total return is (7.78)%.

30

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

Operational Overview

This performance summary is an outline description of how the Fund performed in the past, not necessarily any indication of how it will perform in the future.  In addition, the general causes to which certain price movements are attributed may or may not in fact have caused such movements, but simply occurred at or about the same time.

Results of Operations

General

The Trading Advisor employs a systematic, statistically based investment strategy that is designed to identify and capitalize on inefficiencies in markets around the world. The Trading Program is engineered to capitalize on price movements in a diversified portfolio of liquid stock index, interest rate, metal, energy and agricultural futures, as well as the OTC dealer and interbank currency market.

Performance Summary

This performance summary is an outline description of how the Fund performed in the past, not necessarily any indication of how it will perform in the future.  In addition, the general causes to which certain price movements are attributed may or may not have caused such movements, but simply occurred at or about the same time.

Year ended December 31, 2013

	Total Trading
	Profit (Loss)
Stock Indices	$	2,717,404
Metals	112,125
Agricultural Commodities	469,964
Currencies	(609,435		)
Energy	(1,295,914		)
Interest Rates	(2,663,410		)
Subtotal	(1,269,266		)
Brokerage Commissions	(353,298		)
Total	$	(1,622,564	)

The Fund experienced a net trading loss of $1,269,266 before brokerage commissions and related fees for the year ended December 31, 2013. The Fund’s profits were primarily attributable to the stock indices, agriculture and metals sectors posting profits. The currencies, energy and interest rate sectors posted losses.

The stock indices posted profits to the Fund. Profits were posted to the Fund at the beginning of the first quarter due to the Trading Program’s long equity exposure across all regions, but particularly in U.S. and European indices. Losses were posted to the Fund in the middle of the first quarter only to be reversed at the end of the first quarter. The Trading Program’s long exposure to rising stock markets generated profits posted to the Fund at the end of the quarter.  U.S. equities added the largest contribution with main European indices and Japanese stocks also performing.  Profits were posted to the Fund at the beginning of the second quarter. Equity markets progressed over April as investors put their faith in further injections of liquidity by the world’s central banks. Profits were also posted to the Fund in the middle of second quarter resulting from the Trading Program’s long allocation, including Japanese equities which were boosted by talk of additional monetary easing by the Bank of Japan. Profits were posted to the Fund in the middle of the quarter. Stock trading was the largest positive contributor in May as long U.S. and European holdings benefitted from the equity rally before returns were trimmed in the final week of May. Losses were posted to the Fund at the end of the second quarter. Equity holdings detracted significantly, with Taiwanese and South African stocks being the largest negatives and exposure to European equities also resulting in a loss. Profits were posted to the Fund at the beginning of the third quarter. A positive contribution came from the Trading Program’s long exposure to equities.  Gains were concentrated in U.S. and European stocks as equity markets reacted positively to the U.S. Federal Reserve’s comments, positive Eurozone manufacturing reports and labor figures from the U.S.  Losses were posted to the Fund in the middle of the third quarter. The change in risk appetite at the end of August, triggered

31

by the conflict with Syria, was costly to performance.  The Trading Program’s long exposure to United States and European stock indices suffered heavily as equities fell out of favor. Profits were posted to the Fund at the end of the third quarter as losses were mitigated slightly as confidence in the United States recovery and more positive reports from Japan resulted in a positive return from the Trading Program’s long equity holdings though this performance was reduced as stock markets reversed in the last week of September. Profits were posted to the Fund at the beginning of the fourth quarter. Equity markets in both Europe and the U.S. rebounded towards the end of October.  Profits were posted to the Fund in the middle of the fourth quarter.  Improved housing and jobs data from the U.S. boosted risk appetite in November.  Japanese markets moved higher on improved PMI data and rising inflation, which moved the economy away from deflationary territory.  As a result, the Trading Program performed positively in long S&P 500 and other index futures positions as well as shorts in VIX futures as volatility declined. Profits were posted to the Fund at the end of the fourth quarter. As 2013 drew to a close, markets appeared to trade nervously towards the last Federal Open Market Committee meeting of the year believing it could signal the start of QE tapering.  In the run up to the meeting, equities sold off on weaker news in Europe, and the S&P 500 retreated from recent new highs to trade lower by the middle of December.  The U.S. Federal Reserve surprised on the upside by providing a sensitive reduction in current asset purchases; the S&P 500 bounced back from early December. European stocks had suffered a more severe early month correction; the DAX typified this by falling the first two weeks of December, only to see a similar bounce back reaction following the U.S. Federal Reserve meeting’s announcement.

The agriculture sector posted profits to the Fund. Losses were posted to the Fund at the beginning of the first quarter. The Trading Program’s short positions in wheat resulted in profits posted to the Fund in the middle of the first quarter as prices fell on U.S. drought easing weather conditions. Losses were posted to the Fund at the beginning of the second quarter resulting from wheat and corn. Profits were posted to the Fund in the middle of the second quarter resulting from the Trading Program’s long positions in soyabeans and short sugar positions. Profits were posted to the Fund at the end of the second quarter. Losses were posted to the Fund at the beginning of the third quarter. The Trading Program’s short cocoa positions suffered as drier weather predictions in Africa threatened supply.  The Trading Program’s short positions in coffee also detracted as frost forecasts in Brazil created upward price pressure and long soya holdings fell on reduced demand and strong crop reports.  Some gains came from short exposure to corn as ideal U.S. weather boosted crop outlook. Profits were posted to the Fund in the middle through the end of the third quarter. Agricultural holdings were positive overall in August. The Trading Program’s long exposure to soybeans was the standout trade as scorching Midwest temperatures threatened to damage the crop. Profits were posted to the Fund at the beginning through the middle of the fourth quarter. Long soyabean holdings performed positively on U.S. export demand in November and continued weakness in corn prices also proved favorable as U.S. news signaled strong crop yields.  Profits were posted to the Fund at the end of the fourth quarter as the Trading Program benefitted from short positioning as canola and wheat sold off strongly through the month of December.

The metals sector posted profits to the Fund. Profits were posted to the Fund at the beginning of the first quarter due to the Trading Program’s short gold exposure returning positive numbers. Losses were posted to the Fund in the middle of the first quarter. The Trading Program’s long exposure to base metals suffered from the pull back in growth sensitive commodities over February. Profits were posted to the Fund at the end of the first quarter. Profits were posted to the Fund at the beginning of the second quarter resulting from the Trading Program’s short allocation to both precious and base metals. A fall in Chinese GDP growth undermined demand expectations for industrial commodities while fears that other struggling Eurozone nations would follow Cyprus’s lead and dump their gold reserves concerned gold investors. Losses were posted to the Fund in the middle of the second quarter. Profits were posted to the Fund at the end of the second quarter resulting from the Trading Program’s short positions in metals as prices of both base and precious metals fell sharply over the period.  The gold price suffered as rupee weakness resulted in a reduction in physical demand from India. For base metals, short copper was the lead performer.  Losses were posted to the Fund at the beginning of the third quarter. The Trading Program’s metals holdings suffered on the short side.  Precious metal prices also finished higher; growing Chinese inflation and easing concern over future U.S. monetary policy lifted demand for gold and other stores of value. Losses were posted to the Fund in the middle of the third quarter. Negative attribution from industrial metals was compounded by short exposure to precious metals which also detracted as both gold and silver experienced price jumps.  Losses were posted to the Fund at the end of the third quarter.  Losses were posted to the Fund at the beginning of the fourth quarter as the metal allocation detracted from performance as short industrial holdings suffered from the pick-up in risk appetite. Profits were posted to the Fund in the middle of the fourth quarter due to falls in prices for gold and aluminum throughout November. Losses were posted to the Fund at the end of the fourth quarter as small rallies, assisted by general economic optimism, went against the trend in base metals and disrupted the Trading Program’s short holdings.

The currency sector posted losses to the Fund. Profits were posted to the Fund at the beginning of the first quarter. The Trading Program’s short exposure to the Japanese yen which fell (on a trade-weighted basis) following the announcement of a stimulus and deflation control package by the new government. Losses were posted to the Fund in the middle of the first quarter. The Trading Program’s short British pound positions performed well due to the UK rating

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downgrade.  However, this was more than offset by losses from the Trading Program’s short U.S. dollar positions as the dollar rose on a trade weighted basis. Profits were posted to the Fund at the end of the first quarter due to the Trading Program’s continuing short exposure to the U.S. dollar. Profits were posted to the Fund at the beginning and end of the second quarter. Losses were posted to the Fund in the middle of the second quarter resulting from a short U.S. dollar versus a number of commodity-linked currency trades. Losses were posted to the Fund at the beginning of the third quarter. Currency trading was a detractor as the Trading Program’s long exposure to the U.S. dollar suffered as the prospect of continuing accommodative monetary policy weighed on the U.S. dollar.  Losses were posted to the Fund in the middle through the end of the third quarter. The Trading Program’s long exposure to the U.S. dollar generally was a loss-making trade; the U.S. dollar fell on a trade-weighted basis as reduced expectations of stimulus tapering and an impending government shutdown both weighed on the currency.  Negative performance was particularly concentrated in U.S. dollar pairs against emerging-market currencies.  Euro exposures also detracted on both the long and short side. Losses were posted to the Fund at the beginning of the fourth quarter as the U.S. dollar came under pressure and fell against the euro.  Losses were posted to the Fund in the middle of the fourth quarter with the U.S. dollar generally reversing its downward path of recent months. At the beginning of November the Reserve Bank of Australia indicated its concern at what it saw as an overvalued Australian dollar.  Market reaction saw the Australian dollar fall further throughout November, erasing gains made in October. Profits were posted to the Fund at the end of the fourth quarter as the euro appreciated against the Japanese yen.

The energy sector posted losses to the Fund. Profits were posted to the Fund at the beginning of the first quarter. Losses were posted to the Fund in the middle of the first quarter including the Trading Program’s long positions in crude oil and its by-products. Losses were posted to the Fund at the end of the first quarter. The Trading Program was positioned long in the energy market at the beginning of March and suffered as oil prices fell, but reduced this exposure in March and did not participate in some of the upward movement towards the end of the month. Losses were posted to the Fund at the beginning through the middle of the second quarter resulting from the Trading Program’s long position in natural gas. Losses were posted to the Fund at the end of the second quarter. The Trading Program’s long exposure to natural gas detracted, with cooler weather forecasts meaning demand from air conditioning users would not be as strong.  Oil holdings also suffered; poor manufacturing data from China, speculation over the future of QE in the U.S. and moves in the U.S. dollar resulted in increased price volatility which caused a whipsawing of positions. Profits were posted to the Fund at the beginning of the third quarter. Rising tensions in Egypt and the pick-up in risk appetite also lifted oil prices which benefited the Trading Program’s long crude positions. Profits were posted to the Fund in the middle of the third quarter as crude oil ended higher on Middle East tensions, resulting from the Trading Program’s long holdings. Losses were posted to the Fund at the end of the third quarter. The Trading Program’s long exposure to oil detracted as fears over a possible military strike on Syria receded. Losses were posted to the Fund at the beginning of the fourth quarter as volatility in energy markets caused difficulties for directional trading. Losses were posted to the Fund in the middle through the end of the fourth quarter.

The interest rate sector posted losses to the Fund. Losses were posted to the Fund at the beginning of the first quarter due to the Trading Program’s long fixed income exposure, as U.S. Treasuries and French bonds were the main detractors. Profits were posted to the Fund in the middle of the first quarter. The Trading Program’s long exposure to both bonds and short term interest rates performed well in February reversing some of the sector’s losses from January as markets returned to a more cautious state, following the bullish nature of January.  As such safe haven bonds (U.S. Treasuries in particular) returned some of the larger gains. On the interest rate side, long positions in Eurodollar, Euribor and Short Sterling all contributed positive performance as there seemed to be no immediate end to the relaxed monetary policies of the major central banks. Profits were posted to the Fund at the end of the first quarter. Yields on most European debt fell, benefitting the Fund, as investors sought safety in light of Eurozone issues.  A small portion of the gain was given back via Italian long dated bonds and U.S. Treasuries.  Profits were posted to the Fund at the beginning of the second quarter.  The Trading Program’s long exposure to fixed income assets added a share of returns with European bonds, U.S. Treasuries and Eurodollar contracts all delivering profits though long exposure to Japanese bonds detracted slightly.  Demand for “safe haven” bonds was buoyed by worsening growth prospect following disappointing economic data from the U.S. Losses were posted to the Fund in the middle of the second quarter.  U.S. Treasuries were among the most notable losses as yields jumped after comments by U.S. Federal Reserve Chairman Ben Bernanke that it might reduce the bond buying program. Further negative performance came from UK gilts and bonds from commodity focused economies.  Long exposure to interest rate holdings also incurred a loss following a cut in Eurozone rates. Losses were posted to the Fund at the end of the second quarter. U.S. Treasuries delivered negative performance in June as yields jumped following the Federal Open Market Committee meeting.  European bonds were also loss-making, coming under pressure from the general sell-off in fixed income. The Trading Program’s long holdings of short-term interest rates suffered as expectations of future rate rises increased following comments by Chairman Bernanke that the downside risks to the economy and labor market had diminished. Losses were posted to the Fund at the beginning through the middle of the third quarter. Rising yields hurt the Trading Program’s long exposure to U.S. Treasuries which was one of the largest negatives in August.  Losses within interest rates were concentrated in the Trading Program’s long Eurodollar positions as economic data raised Eurozone interest rate expectations. Losses were posted to the Fund at the end of the third quarter. Bond holdings delivered a small gain with long exposure to U.S. Treasuries being the strongest contributor.

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Long exposure to German and French debt generated positive performance as higher grade fixed income attracted safe haven inflows from investors concerned over political wrangling in Italy and America.  Long holdings of Italian bonds resulted in a loss with further destabilizing of the coalition government resulting in heavy selling of the country’s debt. Profits were posted to the Fund at the beginning of the fourth quarter. With the collapse of Silvio Berlusconi’s vote of no confidence on the Italian government, long bond positions in Italian BTP bond futures posted positive individual returns for the sector. Profits were posted to the Fund in the middle of the fourth quarter. Silvio Berlusconi was expelled from the Italian senate, which benefitted long Italian bonds.  Losses were posted to the Fund at the end of the fourth quarter. Bonds and interest rates were the worst hit in December as the news from the U.S. Federal Reserve saw a start to the cut back in QE bond purchasing as five year treasuries were most affected with yields climbing sharply.

Year ended December 31, 2012

	Total Trading
	Profit (Loss)
Stock Indices	$		(364,460	)
Metals	(1,919,126			)
Agricultural Commodities	79,465
Currencies	(485,797			)
Energy	(1,211,511			)
Interest Rates	1,441,907
Subtotal	(2,459,522			)
Brokerage Commissions	(159,775			)
Total	$	(2,619,297		)

The Fund experienced a net trading loss of $2,459,522 before brokerage commissions and related fees for the year ended December 31, 2012. The Fund’s profits were primarily attributable to the interest rate and agriculture sectors posting profits. The stock indices, currencies, energy and metals sectors posted losses.

The interest rate sector posted profits to the Fund. Profits were posted to the Fund at the beginning of the first quarter. Trading in bonds and short-term interest rates led returns in January. Long positions in U.S. Treasuries made up the majority of bond sector gains as prices jumped following the announcement by the U.S. Federal Reserve that interest rates would be held at near zero until at least 2014. Increased anxiety over developments in the European sovereign debt crisis further added support and also proved particularly beneficial for long positions in Euro-BOBL and Euro-BUND contracts. In the short-term interest rate space, additional gains came from long positions in Euribor and Eurodollar futures. Losses were posted to the Fund in the middle of the first quarter.  Long exposure to fixed income assets dragged on performance as investors increasingly sought riskier assets during the month of February.  In bonds, long exposure to U.S. Treasuries proved the single largest loss as prices fell following uplifting economic data releases in the U.S. In the short-term sector, long Eurodollar contracts were also detrimental as expectations of further easing in the U.S. declined. Losses were posted to the Fund at the end of the first quarter. In bonds, long holdings of U.S. Treasuries detracted the most from returns as prices fell following positive economic comments by the U.S. Federal Reserve which led to reduced expectations for further quantitative easing.  Long positions in European and U.K. government bonds also dented returns as prices came under pressure from the increased risk appetite during the month. Short-term interest rate trading was similarly impacted during March with losses spread across long positions in Eurodollar, Euribor and Short sterling contracts. Profits were posted to the Fund at the beginning of the second quarter.  Long-side exposure to bonds provided the strongest uplift as investors increased their demand in the uncertain environment.  German sovereign bonds were the main driver as general risk aversion, anxiety over Eurozone bailouts and less than encouraging economic indicator data added to demand for bonds. Long holdings of U.S. Treasuries added a small gain and long exposure to interest rate contracts, namely Euribor and Eurodollar, benefited from the European Central Bank’s decision to hold rates and an expectation that U.S. rates will remain historically low in the near term.  Profits were posted to the Fund in the middle of the second quarter. The Trading Program’s long exposure to bonds largely drove performance in May as investors increasingly flocked to ‘safe haven’ assets. In particular, positions in German bonds, U.S. Treasuries and U.K. Gilts proved well placed as the ‘flight to quality’ drove German and U.K. yields lower. Also, long positions in Euribor contracts also added returns as investors speculated that the European Central Bank would cut rates in the near-term as economic data continued to disappoint in the Eurozone region.  Losses were posted to the Fund at the end of the second quarter.  For June as a whole, long exposure to bonds and the U.S. dollar struggled as investors sold out of safe haven assets. Holdings in German bonds, Australian bonds, U.K. Gilts and U.S. Treasuries detracted the most from performance. Profits were posted to the Fund at the beginning of the third quarter.  The Trading Program had a strong July, capitalizing on bearish trends in the market. Overall, long exposure to bonds and interest rates drove performance as the

34

deteriorating economic picture spurred investors to prioritize capital preservation over growth. Losses were posted to the Fund in the middle of the third quarter as, Canadian bonds, U.S. Treasuries and Australian bonds weighed on returns. Losses were posted to the Fund at the end of the third quarter as the Trading Program’s long exposure to bonds added slightly to performance but not enough to offset losses.  Losses were posted to the Fund at the beginning of the fourth quarter. Bond holdings had a negative month as a result of long exposure to U.S. Treasuries, UK Gilts and bonds from commodity-focused economies.  However, some gains were recovered by long exposure to French and Italian bonds. Long holdings of interest rate contracts also hurt performance in October; notable detractors were Euribor and Eurodollar. Profits were posted to the Fund in the middle of the fourth quarter as long exposure to French and Italian bonds and U.S. Treasuries generating the largest gains. The interest rates sector had a positive month, with long Eurodollar and Euribor contracts contributing the largest share of returns. Losses were posted to the Fund at the end of the fourth quarter.

The agriculture sector posted profits to the Fund. Losses were posted to the Fund at the beginning of the first quarter. The Trading Program’s short positions posted losses with exposure to cocoa and corn seeing some of the larger negative performances. For cocoa, prices rallied supported by unusually dry and hot weather in the Ivory Coast. Corn also pushed higher as unfavorable weather conditions in Argentina was pooled with a U.S. Department of Agriculture report which forecast lower-than-expected crop production in the 2011-2012 seasons. Profits were posted to the Fund in the middle through the end of the first quarter. Profits in March were led by short positions in coffee and long positions in the soya exposure. Coffee prices fell amid increased supplies from Brazil while soya prices rose on anticipation of a record drop in supplies, as South America (which produces half of the world’s soybeans) faced a drought. Profits were posted to the Fund at the beginning of the second quarter. Losses were posted to the Fund in the middle through the end of the second quarter as the Trading Program’s short positions in agricultural (sugar, wheat and corn) also struggled as prices climbed on supply concerns. Profits were posted to the Fund at the beginning of the third quarter as long exposure to agricultural proved well placed as fears of a renewed food shortage crisis re-emerged after droughts hit the U.S. and lowered supply expectations. In particular, corn and soya prices reached record levels while wheat prices remained elevated. Profits continued to be posted to the Fund in the middle of the third quarter only to be reversed at the end of the quarter. The Trading Program’s long positions struggled as the S&P Agriculture Index fell over the period. Profits were posted to the Fund at the beginning of the fourth quarter only to be reversed in the middle through the end of the quarter. Within the agricultural allocation, long corn and wheat positions were responsible for the bulk of losses in December.

The stock indices posted losses to the Fund. Losses were posted to the Fund at the beginning of the first quarter.  Profits from long positions in U.S. stock indices were outweighed by short positions in Asian bourses. U.S. stock indices were especially driven by economic data releases that suggested the U.S. economy was in a better shape than some feared while the positive news out of China further elevated equities in Asia. Profits were posted to the Fund in the middle of the first quarter as the stock sector led returns as the increased market confidence benefited a broad long positioning. The largest gains came from U.S. stock indices such as the S&P 500 and NASDAQ 100 as prices were buoyed by an improvement in U.S. jobless claims, housing starts, consumer prices and business outlook data.  Long exposure to the DAX also profited as the index rallied from the seemingly improved prognosis for Greece as well as continued ‘unlimited’ liquidity for Eurozone banks by the European Central Bank. Long positions in the exposure to stock indices added gains via U.S. and Japanese indices which was not enough to offset losses posted to the Fund at the end of the first quarter. Losses were posted to the Fund at the beginning through the middle of the second quarter. Stocks experienced volatility following elections in Europe (Greece, France, Italy, and Germany) and negative news flows such as banking woes in Spain, JP Morgan’s trading loss and China’s slower growth. Losses were posted to the Fund at the end of the second quarter as the Trading Program’s short exposure to Japanese indices returned the largest losses. Stocks surged on positive European news amid mounting expectations of aggressive interventions, after Greece’s New Democracy and Pasok clinched election victory and after the Eurozone leaders agreed to help Spain and Italy survive the crisis. Losses were posted to the Fund at the beginning through the middle of the third quarter as the Trading Program profited from long U.S. indices positions. Profits were posted to the Fund at the end of the third quarter. The Trading Program’s long exposure to stocks added gains as demand for riskier assets increased. U.S. and German indices were the main benefactors. Losses were posted to the Fund at the beginning of the fourth quarter. A long exposure to stock indices was a negative contributor, with exposure to the U.S. being a driving theme as the S&P and the NASDAQ 100 fell in October.  Other notable losses were due to (mainly long) exposure to Asian indices, though long positions in the Hang Seng delivered positive returns. Losses were posted to the Fund in the middle of the fourth quarter. A long stance to U.S. indices generated losses, despite the S&P 500 and NASDAQ 100 rising respectively, as losses incurred during the first half of November were not subsequently recouped. In addition, short exposures to Asian indices also ended with modest losses. Profits were posted to the Fund at the end of the fourth quarter. A broadly long exposure to equities was the main driver of performance, particularly from Japanese and other Asian Pacific index positions, as stocks benefited from a well-received change of governing party in Japan, which was seen to be increasing the probability of new policies being adopted to stimulate Japanese growth.

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The currency sector posted losses to the Fund. Losses were posted to the Fund at the beginning of the first quarter. Long U.S. dollar exposure offset profits elsewhere in the sector as the U.S. dollar fell on a trade-weighted basis after signs of an economic recovery in the U.S. boosted investor risk appetite and saw the ‘safe-haven’ currency sell-off for much of the month. Profits were posted to the Fund in the middle of the first quarter. Long positions in the Australian dollar /Japanese yen proved the leading trade as the Australian dollar rallied after interest rates were left unchanged. While the U.S. dollar ended the period flat on a trade weighted basis, some short U.S. dollar pairs still added gains as increased risk appetite meant the U.S. dollar generally lost ground to emerging market and commodity-linked currencies. Losses were posted to the Fund at the end of the first quarter. Short exposure to the U.S. dollar suffered after the U.S. dollar rallied on better-than-expected U.S. jobs and housing data. Long positions in the Australian dollar (which is highly dependent on Chinese demand for commodities) further weighed on performance as, despite the improved risk appetite, investors became concerned over a slowdown in Chinese growth and the potential economic impact on the region. Losses were posted to the Fund at the beginning through the middle of the second quarter. In May, the market backdrop drove investor demand for the perceived safe havens of U.S. dollar and Japanese yen while demand decreased for certain commodity linked and emerging market currencies. As a result, short U.S. dollar exposures weighed on returns, especially against the Turkish lira, South African rand and Polish zloty. However, short Euro positions helped partially offset losses (as the Euro fell) due to the increasingly nervous sentiment in the Eurozone.  Losses were posted to the Fund at the end of the second quarter. The Trading Program’s long positions in the U.S. dollar also proved unfavorable, particularly against emerging market currencies at months end. Profits were posted to the Fund at the beginning of the third quarter with the Trading Program’s short Euro pairs proving profitable after the European Central Bank cut interest rates. Losses were posted to the Fund in the middle of the third quarter as trading detracted from performance due to a lack of clear trends. Both long and short U.S. dollar exposures ended with modest losses, while Euro trading posted losses from general short positioning. Profits were posted to the Fund at the end of the third quarter driven by short U.S. dollar pairs which generated profits as news of QE3 put downward pressure on the U.S. dollar. Losses were posted to the Fund at the beginning of the fourth quarter. Short exposure to the U.S. dollar (against commodity-linked currencies in particular) drove the losses as it rose on a trade-weighted basis.  Profits were posted to the Fund in the middle of the fourth quarter. Short U.S. dollar positions especially against emerging market and commodity-linked currencies were the main return drivers. Additional gains came from short positions in the Japanese yen against the U.S. and Australian dollar. The Japanese yen declined on a trade-weighted basis, driven partly by the prospects of elections, expectations that the Bank of Japan may ease monetary policy aggressively and deterioration in Japan’s balance of payments. Profits were posted to the Fund at the end of the fourth quarter as short positions in the U.S. dollar (especially against emerging market currencies) and short Japanese yen trades (particularly against U.S. dollar, Australian dollar, British pound and Euro) leading returns. U.S. fiscal cliff negotiations weighed on the U.S. dollar, while the Japanese yen weakened amid expectations of aggressive easing by Shinzo Abe’s new government.

The energy sector posted losses to the Fund. Profits were posted to the Fund at the beginning of the first quarter as returns were driven by exposure to energy contracts.  Long crude oil holdings were one of the largest contributors while oil derivatives also added respectable gains. Oil experienced strong price rises due to the improved risk appetite, a more positive growth outlook, and concerns over Iran’s nuclear testing combined with the announcement it would cut supply to British and French firms. Profits were posted to the Fund in the middle of the first quarter. Long crude oil holdings were one of the largest contributors while oil derivatives also added profits. Losses were posted to the Fund at the end of the first quarter due to global volatility.  Losses were posted to the Fund at the beginning through the middle of the second quarter. Losses were posted to the Fund at the end of the second quarter due to notable losses in the Trading Program’s short natural gas positions. Losses were posted to the Fund at the beginning of the third quarter. The Trading Program’s short exposure to energies, especially crude oil and oil derivatives detracted from performance as geopolitical tensions in the Middle East and a marginally weaker U.S. dollar contributed to the rise in oil prices. Losses were posted to the Fund in the middle of the third quarter. The Trading Program’s short exposure to electricity hurt returns as prices rose on higher air conditioning demand due to hot summer weather in the northern hemisphere. Losses were posted to the Fund at the end of the third quarter. The energy allocation lost value as the Trading Program’s long exposures to oil (and oil derivatives), and short exposure to natural gas resulted in small losses. Losses were posted to the Fund at the beginning of the fourth quarter. There were no standout losses; long oil derivatives generated the largest losses, offset to some extent by profits from short holdings of crude oil.  Losses were posted to the Fund in the middle of the fourth quarter. A short position in crude oil generated the bulk of losses, although the Trading Program also held long positions during the month of November, limiting overall losses from the market move. Oil prices found support from fears that Middle East conflict may disrupt oil supplies and reports of lower than expected U.S. inventories. Losses were posted to the Fund at the end of the fourth quarter sustained losses mainly from short crude oil exposures.

The metals sector posted losses to the Fund. Losses were posted to the Fund at the beginning of the first quarter in both precious and industrials. Some of the most notable losses included short positions in aluminum and platinum as both rose over 10%. For platinum, prices were supported by power shortages in South Africa while economic data out of China boosted the outlook for industrial aluminum demand. Losses were posted to the Fund in the middle of the first quarter

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with long exposure to gold the largest detractor.  The yellow metal had experienced strong price rises for most of the period driven by inflation concerns and nervousness surrounding Eurozone debt. Losses were posted to the Fund at the end of the first quarter. Long positions in gold suffered as downbeat expectations of ‘QE3’ and a strengthening U.S. dollar led the yellow metal down. Additional losses were attributed to long exposure to silver and copper. Losses were posted to the Fund at the beginning of the second quarter with the largest loss sustained from copper positions which were whipsawed by volatile prices. Profits were posted to the Fund in the middle of the second quarter. The Trading Program’s largely short stance to metals benefited from a moderation in demand amid a stronger U.S. dollar, reduced investor exposure, an economic slowdown in developed countries and China’s deceleration. Some of the stronger gains came from the Trading Program’s short positions in aluminum and copper which fell. Losses were posted to the Fund at the end of the second quarter as gold positions contributed notable losses. Profits were posted to the Fund at the beginning of the third quarter only to be reversed in the middle of the third quarter. The Trading Program’s short position proved disadvantageous as prices rose on labor unrest in the South African platinum industry, which began to spread to other commodities.  Losses were posted to the Fund at the end of the third quarter as gains from precious metals were eroded by short holdings of base metals, which suffered as industrial commodities were lifted by improved demand expectations. Losses were posted to the Fund at the beginning of the fourth quarter with long exposure to precious metals a prominent detractor from returns and falling prices of base metals also generated losses due to long holdings. Losses were posted to the Fund in the middle of the fourth quarter as the metals sector lost ground after a short stance in base metals held back returns. Aluminum, zinc and nickel contracts sustained the largest losses. Meanwhile, a long exposure to precious metals ended with flat to small positive returns. Losses were posted to the Fund at the end of the fourth quarter as metals detracted from performance, especially from long gold and silver exposures, as precious metals suffered a year-end sell off.

Year ended December 31, 2011

	Total Trading
	Profit (Loss)
Stock Indices	$	(3,660,524	)
Metals	(329,563		)
Agricultural Commodities	(550,043		)
Currencies	(3,254,168		)
Energy	(2,081,238		)
Interest Rates	6,392,824
Subtotal	(3,482,712		)
Brokerage Commissions	(367,827		)
Total	$	(3,850,539	)

The Fund experienced a net trading loss of $3,482,712 before brokerage commissions and related fees for the year ended December 31, 2011. The Fund’s profits were primarily attributable to the interest rates sector posting profits. The metals, agriculture, energy, currencies and stock indices posted losses.

The interest rate sector posted sector posted profits to the Fund. Losses were posted to the Fund at the beginning of the first quarter due to the Trading Program’s long positions in European bonds and U.S. Treasuries.  European bonds fell largely on diminished sovereign debt fears, while U.S. Treasuries fell over the period due to positive economic news flow. Losses were posted to the Fund in the middle of the first quarter. The escalation of political turmoil in Egypt and Libya led to increased demand for ‘safe haven’ assets.  Bonds rallied, negatively impacting the Trading Program’s short bond positions. The main detractors were Japanese and Australian bonds, U.S. Treasuries and U.K. Gilts. The first quarter ended with losses posted to the Fund due to the unexpected nature of March’s events disrupted the Trading Program’s identified trends. Losses were posted to the Fund at the beginning of the second quarter as expectations that any future interest rate increases by the U.S. Federal Reserve would lag the rest of the world added further pressure. Also, losses were incurred by the bond sector. Exposure to Australian bonds proved particularly troublesome as volatile prices led to whipsawing positions and weighed on returns. Further losses came from short positions in the U.K. gilts however, as below forecast inflation data lowered the chances of a near-term rate hike by the Bank of England. Profits were posted to the Fund in the middle of the second quarter. Offsetting losses from ‘pro-risk’ positions were strong profits from long positions in bond and interest rate markets. Prices rallied during the month of May as future growth concerns/sovereign debt contagion fears led to an increase in safe haven demand. Standout trades included long positions in U.S. Treasuries and Eurodollar positions as prices were additionally boosted by a dovish outlook for U.S. interest rates. Profits were posted to the Fund at the end of the second quarter due to the Fund’s long exposure to bonds and short-term interest rates sectors. Prices in U.S. Treasuries and Eurozone positions continued to move higher as future growth concerns combined with sovereign debt worries led to a further increase in safe haven demand. As a result, positive performance was driven by long European government bonds while short Sterling

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contracts also proved beneficial as investors bet on prolonged low interest rates and the possibility of another round of quantitative easing.  Profits were posted to the Fund at the beginning of the third quarter. In bonds, long positions in U.S. Treasuries were the largest positive contributors as prices rallied on a series of weaker-than-expected economic data releases and worries over the U.S. credit profile, which together drove a surge in safe-haven demand. However, although the size and liquidity of the U.S. Treasury market still presents a relative safe-haven, the prospect of a cut in the nation’s credit rating, as a  August 2, 2011 deadline loomed for politicians to end an impasse regarding raising the nation’s debt ceiling, led investors to seek out potential alternatives. Notably, long Euro-Bund and Euro-BOBL trades added value as rising demand in the German bund futures reflected speculation that potential outflow from U.S. Treasuries following a downgrade would benefit German bunds in particular. Continuing sovereign debt concerns in Europe also proved beneficial for the Fund. An emergency meeting of European officials called to discuss the Eurozone debt crisis that threatened to engulf Italy, combined with Moody’s warning that they could cut Spain’s credit rating boosted the German bund prices over the month. Short term interest rates also posted a gain, with Eurodollar contracts particularly profitable as expectations remained that the U.S. Federal Reserve will keep short term rates low in response to weak economic growth. Profits were posted to the Fund in middle of the third quarter. Fixed income trading provided the bulk of performance as large inflows into fixed income markets benefited the Fund’s predominately long exposure to bonds and interest rates.  Profits in these sectors were largely a function of sector performance and positioning, however, the U.S. credit downgrade did little to discourage the take up of U.S. national debt and holding U.S Treasuries was the standout trade for the Fund in August.  The U.S. Federal Reserve pledged to keep interest rates at historical lows for another two years which put additional upward pressure on bond prices as yields on 10 year bonds briefly fell below 2%. Profits continued to be posted to the Fund at the end of the third quarter. The largest profits came from long fixed income as both U.S. and European government bonds led performance. Prices were particularly supported by subdued economic data releases which heightened expectations of prolonged low interest rates in the U.S. and the prospect of rate cuts in the Eurozone. Losses were posted to the Fund at the beginning of the fourth quarter. Safe havens fell from favor and in stark contrast to previous months long exposure to both U.S. and European government bonds incurred some of the largest losses. Long positions in U.S. Treasuries dragged on performance with data releases indicating that U.S. growth had picked up in addition to positive developments in Europe. Losses were posted to the Fund in the middle of the fourth quarter. Growing concerns over Eurozone banks’ funding put pressure on Eurodollar and Euribor futures and proved detrimental for the Trading Program’s long exposure. Profits were posted to the Fund at the end of the fourth quarter as bond trading performed well as a general long exposure generated returns.  The Trading Program’s long positions in U.S. Treasuries posted some of the strongest returns as investors remained cautious over U.S. economic growth and news that the U.S. Federal Reserve would release their forecasts for the first future rate hike.  Long exposure to German and United Kingdom bonds also generated positive returns as they continue to attract safe haven inflows due to debt problems in the rest of Europe.

The metals sector posted losses to the Fund. Losses were posted to the Fund at the beginning of the first quarter. Upbeat sentiment generally led to a fall in precious metals and a rise in industrial metals. As such, the Trading Program’s long positions in gold and silver resulted in losses, while long positions in nickel and copper profited. Profits were posted to the Fund in the middle of the first quarter. The Trading Program’s long exposure to both base and precious metals were the main drivers of returns.  The price of silver rose and generated the largest gains.  Gold further added to returns as geopolitical tensions resulted in a flight to quality and general inflation worries pushed prices higher. Losses were posted to the Fund at the end of the first quarter as established long positions across industrial metals posted losses as prices sold off on generic risk reduction/liquidity searching themes and downgraded demand expectation. Profits were posted to the Fund at the beginning of the second quarter. Long positions in precious metals such as gold and silver secured the strongest gains as both rallied respectively after investors fretted over rising inflation and continued tensions in the Middle East and North Africa region. Losses were posted to the Fund in the middle of the second quarter as long positions in precious metals struggled as silver slumped, after exchanges hiked margin requirements and the U.S. dollar rallied. Losses were posted to the Fund at the end of the second quarter. Long positions in precious metals such as gold and silver saw some of the larger losses as prices were impacted by a strengthening U.S. dollar, while some investors pared back positioning on weak technical signals.  Profits were posted to the Fund at the beginning of the third quarter as commodity trading contributed positively, as long exposure to metals, particularly precious metals, drove gains over the month. Most notably, in terms of performance drivers, gold rallied as demand rose for safe haven assets. Long holdings of gold added further performance, although not enough to offset losses posted to the Fund in the middle of the third quarter. Losses were posted to the Fund at the end of the third quarter. Precious metals pulled back as investors moved to cash to cover losses in other markets while news that the Chicago Mercantile Exchange had increased its collateral requirements further impacted prices. As a result, gold fell over the month while silver plummeted reflecting its more tenuous safe-haven status due to its usage in industrial processes and resulting reliance on industrial metal demand. Long copper positions also incurred losses as the industrial metal fell in light of the deterioration in the economic outlook. Profits were posted to the Fund at the beginning of the fourth quarter due to the Trading Program’s long gold exposure. Losses were posted to the Fund in the middle of the fourth quarter only to be reversed at the end of the fourth quarter due to profits from the Trading Program’s short positions in platinum and silver.

The agriculture sector posted losses to the Fund. Profits were posted to the Fund at the beginning of the first

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quarter. The Trading Program’s long lean hog positions were the leading performers in the sector as prices were pushed higher by supply constraints, rising demand and rising production costs.  Further profits came from long positions in cotton and wheat trades over the month as the two commodities continued their upward climb. Profits were posted to the Fund in the middle of the first quarter due to the Trading Program’s long positions in a variety of agricultural contracts proved positive as rising demand and falling supplies continued to boost prices. Losses were posted to the Fund at the end of the first quarter as prices sold off on generic risk reduction/liquidity searching themes and downgraded demand expectations. Losses were posted to the Fund throughout the second and third quarters due to global volatility. Losses were posted to the Fund at the beginning of the fourth quarter only to be reversed in the middle of the fourth quarter. Profits were posted to the Fund in the middle of the fourth quarter due to the Trading Programs short positions in wheat and cocoa. Losses were posted to the Fund at the end of the fourth quarter due to the Trading Program’s short positions in agriculture.

The energy sector posted losses to the Fund. Losses were posted to the Fund at the beginning of the first quarter. Losses came from energy trading, but returns were driven almost entirely by the Trading Program’s short natural gas positions.  Although prices only rose moderately overall, largely on cold weather forecasts, prices were highly volatile and as such made it difficult for the Trading Program to hold a consistently sized position. Profits were posted to the Fund in the middle of the first quarter. Energy profits were driven by the Trading Program’s short positions in natural gas as prices fell 8.7% following forecasts of warmer-than-expected U.S. weather, which lowered expectations for demand.  Crude oil was a focus for investors and prices increased by 5.2% over the period on fears that oil supplies would be disrupted.  Returns from oil holdings were flat as profits from long oil derivatives offset losses from short crude oil. Profits were posted to the Fund at the end of the first quarter, as long crude oil positions offset losses from short positions in natural gas, with oil prices advancing on Libyan violence and natural gas prices advancing on nuclear power safety fears.  Profits were posted to the Fund at the beginning of the second quarter due to long crude oil positions as the West Texas Intermediate crude oil index rose, touching its highest level since September 2008, as optimism over global growth gathered momentum. Losses were posted to the Fund in the middle of the second quarter as long crude oil positions posted some of the heavier losses after prices suffered one of their largest 1 day falls on record (on Thursday May 5th.) as fears over future global growth prompted a massive unwinding of positions. Losses were posted to the Fund at the end of the second quarter. Long natural gas contracts proved particularly troublesome as prices pulled back from near term highs and falling after moderating temperatures in the U.S. reduced the outlook for demand. Further negative performance came from long crude oil positions after prices moved lower on news that the International Energy Agency had unexpectedly released extra oil supplies from their strategic reserves. Losses were posted to the Fund at the beginning through the middle of the third quarter. Profits were posted to the Fund as the third quarter ended. Short positions in crude oil exposure lost value as a cheaper U.S. dollar, risk on buying and signs of strengthening global demand led to a broad-based commodities rally resulting in losses posted to the Fund at the beginning of the fourth quarter. Losses were posted to the Fund in the middle of the quarter as weather conditions also weighed on energy prices as unseasonably mild (and wetter) weather proved beneficial for short exposure to natural gas. Losses were posted to the Fund at the end of the fourth quarter due to the Trading Program’s long and short positions in crude oil.

The stock indices posted losses to the Fund. Profits were posted to the Fund at the beginning through the middle of the first quarter. The Trading Program’s long positions in the Topix index generated the largest individual gain in February as positive corporate earnings allowed the Japanese market to outperform other regions, additionally long exposure to the Hang Seng and broadly long holdings of European indices further contributed to positive performance.  In midmonth, however, the escalation of political turmoil in Egypt and Libya led to increased demand for ‘safe haven’ assets. Losses were posted to the Fund at the end of the first quarter as the Trading Program’s long stock positions resulted in a sharp post-earthquake sell off in prices.  Both the Nikkei and Topix were held long over the month and therefore accounted for some of the more prominent stock sector losses.  Negative performance, however, was not only contained to Japanese indices, with long European indices also detracting from returns. Profits were posted to the Fund at the beginning of the second quarter as risk appetite gathered momentum in April as strong first quarter U.S. corporate earning figures combined with an improvement in the U.S. labor market boosted confidence in the global economic recovery. Losses were posted to the Fund in the middle of the second quarter as stock trading ended the month down. Long positions in European based indices posting the largest losses. But it was more a general long exposure across regions that were the main cause of losses in the sector. Losses were posted to the Fund at the end of the second quarter as worries over future growth saw investors shun their riskier assets. The majority of losses were attributed to long positioning, particularly in the U.S., as concerns over future growth in light of weaker than expected economic releases weighed on prices. Consequently, long positions in the S&P 500 detracted the most from performance as the index ended the month down. Losses were posted to the Fund at the beginning of the third quarter as the stock allocation ended down with losses seen on both the long and short side as equity markets saw a number of price reversals over the month. Profits were posted to the Fund in the middle of the third quarter as short exposure to stock indices added to Fund’s positive performance.  Short positions in European and Asian indices supplied some of the larger gains but contributions came from a wide contract base. Profits continued to be posted to the Fund at the end of the third quarter. Short exposure to stock indices, particularly in Asia, added to gains as indications of a slowdown in China impacted the economic outlook for the region. Particular strong gains were accrued from short positions in the Hang Seng as the index

39

fell over the course of the month. Elsewhere, short Nikkei 225 trades also proved profitable as a rising Japanese yen compounded the negative impact on domestic exporters.

Losses were posted to the Fund at the beginning of the fourth quarter. The Trading Program’s short positions across all regions hurt returns as assertions of a conclusive resolution to Europe’s debt crisis were greeted optimistically across the globe. Losses were posted to the Fund in the middle of the fourth quarter as risk aversion at the beginning of the month of November proved particularly detrimental for the Trading Program’s long exposure to U.S. indices. Nevertheless, short exposure to European indices such as the Deutscher Aktien Index (German stock index, “DAX”) also lost out due to the sharp rally in risk assets towards the end of the month. Losses were posted to the Fund at the end of the fourth quarter. Losses came from across all regions as returns were a function of general equity exposure rather than positions in any one particular contract.

Variables Affecting Performance

The principal variables that determine the net performance of the Fund are gross profitability from the Fund’s trading activities and interest income.

The Fund currently earns interest based on the prevailing Fed Funds rate plus a spread for short cash positions and minus a spread for long cash positions.  The current short term interest rates have remained extremely low when compared with historical rates and thus has contributed negligible amounts to overall Fund performance.

During the period set forth above in “Selected Financial Data”, the interest rates in many countries were at unusually low levels. In addition, low interest rates are frequently associated with reduced fixed income market volatility, and in static markets the Fund’s profit potential generally tends to be diminished.  On the other hand, during periods of higher interest rates, the relative attractiveness of a high risk investment such as the Fund may be reduced as compared to high yielding and much lower risk fixed-income investments.

The Fund’s management fees and Sponsor fees are a constant percentage of the Fund’s assets.  Brokerage commissions, which are not based on a percentage of the Fund’s assets, are based on actual round turns.  The performance fees payable to Man-AHL are based on the New Trading Profits generated by the Fund excluding interest and after reduction of the brokerage commissions.

Unlike many investment fields, there is no meaningful distinction in the operation of the Fund between realized and unrealized profits.  Most of the contracts traded by the Fund are highly liquid and can be closed out at any time.

Except in unusual circumstances, factors—regulatory approvals, cost of goods sold, employee relations and the like—which often materially affect an operating business, have no material impact on the Fund.

Liquidity; Capital Resources

The Fund borrows only to a limited extent and only on a strictly short-term basis in order to finance losses on non-U.S. dollar denominated trading positions pending the conversion of the Fund’s U.S. dollar deposits. These borrowings are at a prevailing short-term rate in the relevant currency.

Substantially all of the Fund’s assets are held in cash.  The Net Asset Value of the Fund’s cash is not affected by inflation.  However, changes in interest rates could cause periods of strong up or down price trends, during which the Fund’s profit potential generally increases.  Inflation in commodity prices could also generate price movements, which the strategies might successfully follow.

The Fund should be able to close out its open trading positions and liquidate its holdings relatively quickly and at market prices, except in unusual circumstances.  This typically permits the Fund to limit losses as well as reduce market exposure on short notice should its strategies indicate doing so.

As a commodity pool, the Fund maintains an extremely large percentage of its assets in cash, which it must have available to post initial and variation margin on futures contracts.  This cash is also used to fund redemptions.  While the Fund has the ability to fund redemption proceeds from liquidating positions, as a practical matter positions are not liquidated to fund redemptions.  In the event that positions were liquidated to fund redemptions, MLAI, as the Manager of the Fund, has the ability to override decisions of the Trading Advisor to fund redemptions if necessary, but in practice the Trading Advisor would determine in its discretion which investments should be liquidated.

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(The Fund has no applicable off-balance sheet arrangements or tabular disclosure of contractual obligations of the type described in Items 3.03(a)(4) and 3.03(a)(5) of Regulation S-K.)

Recent Accounting Developments

Recent accounting developments are discussed in Exhibit 13.01.

Item 7A: Quantitative and Qualitative Disclosures About Market Risk

Introduction

The Fund is a speculative commodity pool. The market sensitive instruments held by it are acquired for speculative trading purposes and all or substantially all of the Fund’s assets are subject to the risk of trading loss.  Unlike an operating company, the risk of market sensitive instruments is integral, not incidental, to the Fund’s main line of business.

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

The Fund, under the direction of Man, rapidly acquires and liquidates both long and short positions in currency markets.  Consequently, it is not possible to predict how a particular future market scenario will affect performance, and the Fund’s past performance is not necessarily indicative of its future results.

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

Quantifying The Fund’s Trading Value At Risk

Quantitative Forward-Looking Statements

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

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

Exchange maintenance margin requirements have been used by the Fund as the measure of its Value at Risk.  Maintenance margin requirements are set by exchanges to equal or exceed the maximum loss in the fair value of any given contract incurred in 95%-99% of the one-day time periods included in the historical sample (generally approximately one year) researched for purposes of establishing margin levels.  The maintenance margin levels are established by dealers and exchanges using historical price studies as well as an assessment of current market volatility (including the implied volatility of the options on a given futures contract) and economic fundamentals to provide a probabilistic estimate of the maximum expected near-term one-day price fluctuation.

In the case of market sensitive instruments which are not exchange-traded (almost exclusively currencies in the case of the Fund), the margin requirements for the equivalent futures positions have been used as Value at Risk.  In those rare cases in which a futures-equivalent margin is not available, dealers’ margins have been used.

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

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

The following table indicates the average, highest and lowest trading Value at Risk associated with the Fund’s open positions by market category for the fiscal period. During the years ended December 31, 2013 and 2012, the Fund’s average month-end Net Asset Value was approximately $27,096,732 and $45,149,187, respectively.

December 31, 2013

	Average Value	% of Average		Highest Value	Lowest Value
Market Sector	at Risk	Capitalization		at Risk	at Risk
Agriculture	172,359	0.64	%	280,602	59,958
Currencies	685,503	2.53	%	1,160,682	213,372
Energy	67,929	0.25	%	122,709	13,614
Interest Rates	1,198,860	4.42	%	2,540,683	224,454
Metals	267,419	0.99	%	593,282	59,861
Stock Indices	465,485	1.72	%	1,607,820	21,713
Total	2,857,555	10.55	%	6,305,778	592,972

December 31, 2012

	Average Value	% of Average		Highest Value	Lowest Value
Market Sector	at Risk	Capitalization		at Risk	at Risk
Agriculture	275,408	0.61	%	638,074	29,204
Currencies	918,139	2.03	%	2,270,172	136,242
Energy	267,621	0.59	%	594,978	77,690
Interest Rates	916,834	2.03	%	1,441,532	435,025
Metals	484,259	1.07	%	891,192	23,753
Stock Indices	794,807	1.76	%	1,287,370	216,620
Total	3,657,068	8.09	%	7,123,318	918,534

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

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

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Non-Trading Risk

Foreign Currency Balances; Cash on Deposit with MLPF&S

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

The Fund also has non-trading market risk on the approximately 90% of its assets which are held in cash at MLPF&S. The value of this cash is not interest rate sensitive, but there is cash flow risk in that if interest rates decline so will the cash flow generated on these monies.

Qualitative Disclosures Regarding Primary Trading Risk Exposures

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

The following were the primary trading risk exposures of the Fund as of December 31, 2013, by market sector.

Interest Rates

Interest rate movements directly affect the price of derivative sovereign bond positions held by the Fund and indirectly the value of its stock index and currency positions. Interest rate movements in one country as well as relative interest rate movements between countries materially impact the Fund’s profitability. The Fund’s primary interest rate exposure is to interest rate fluctuations in the United States and the other G-7 countries.  However, the Fund also takes positions in the government debt of smaller nations e.g., Australia. MLAI anticipates that G-7 interest rates will remain the primary market exposure of the Fund for the foreseeable future.

Currencies

The Fund trades in a number of currencies. The Fund does not anticipate that the risk profile of the Fund’s currency sector will change significantly in the future. The currency trading Value at Risk figure includes foreign margin amounts converted into U.S. dollars with an incremental adjustment to reflect the exchange rate risk of maintaining Value at Risk in a functional currency other than U.S. dollars.

Stock Indices

The Fund’s primary equity exposure is to S&P 500, Nikkei and German DAX equity index price movements. The Fund is primarily exposed to the risk of adverse price trends or static markets in the major U.S., European and Asian indices.

Metals

The Fund’s metals market exposure is to fluctuations in the price of precious and non-precious metals.

Agricultural Commodities

The Fund’s primary agricultural commodities exposure is to agricultural price movements which are often directly affected by severe or unexpected weather conditions. Soybeans, grains, and livestock accounted for the substantial bulk of the Fund’s agricultural commodities exposure as of December 31, 2013. However, it is anticipated that the Fund will maintain an emphasis on cotton, grains and sugar, in which the Fund has historically taken its largest positions.

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Energy

The Fund’s primary energy market exposure is to natural gas and crude oil price movements, often resulting from political developments in the Middle East. Oil prices can be volatile and substantial profits and losses have been and are expected to continue to be experienced in this market.

Qualitative Disclosures Regarding Non-Trading Risk Exposure

The following were the only non-trading risk exposures of the Fund as of December 31, 2013.

Foreign Currency Balances

The Fund’s primary foreign currency balances are in Japanese yen, Malaysian ringgit, British pounds and Euros.

U.S. Dollar Cash Balance

The Fund holds U.S. dollars only in cash at MLPF&S. The Fund has immaterial cash flow interest rate risk on its cash on deposit with MLPF&S in that declining interest rates would cause the income from such cash to decline.

Qualitative Disclosures Regarding Means of Managing Risk Exposure

Trading Risk

MLAI has procedures in place intended to control market risk, although there can be no assurance that they will, in fact, succeed in doing so. While MLAI does not intervene in the markets to hedge or diversify the Fund’s market exposure, MLAI may urge Man-AHL to reallocate positions in an attempt to avoid over-concentrations.  However, such interventions are unusual, except in cases in which it appears that Man-AHL has begun to deviate from past practice and trading policies or to be trading erratically, MLAI’s basic control procedures consist of simply of the ongoing process of monitoring Man-AHL with the market risk controls being applied by Man-AHL itself.

Risk Management

Risk management is a component of Man-AHL’s investment management process.  Man-AHL has put in place a risk management framework which is designed to identify, monitor and mitigate the portfolio, operational and outsourcing risks relevant to its operations.  Key principles of Man-AHL’s risk management framework include the segregation of functions and duties where material conflicts of interest may arise and having an appropriate degree of independent and senior management oversight of business activities.  As part of this independent oversight, Man-AHL’s activities are subject to review by an internal audit function.  Risk management consists primarily of attempting to monitor risk measures and ensure the systems remain within prescribed limits.  The major risk monitoring measures and focus areas include value-at-risk, stress testing, implied volatility, leverage, margin-to-equity ratios and net exposures to sectors and different currencies.

Non-Trading Risk

The Fund controls the non-trading exchange rate risk by regularly converting foreign balances back into U.S. dollars at least once per week, and more frequently if a particular foreign currency balance becomes unusually high.

The Fund has cash flow interest rate risk on its cash on deposit with MLPF&S in that declining interest rates would cause the income from such cash to decline. However, a certain amount of cash or cash equivalents must be held by the Fund in order to facilitate margin payments and pay expenses and redemptions. MLAI does not take any steps to limit the cash flow risk on its cash held on deposit at MLPF&S.

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Item 8: Financial Statements and Supplementary Data

Net Income(Loss) by Quarter

Eight Quarters through December 31, 2013

	Fourth			Third			Second			First		Fourth			Third		Second			First
	Quarter			Quarter			Quarter			Quarter		Quarter			Quarter		Quarter			Quarter
	2013			2013			2013			2013		2012			2012		2012			2012
Total Income (Loss)	$	1,138,723		$	(1,694,382	)	$	(2,514,191	)	$	1,442,173	$	(445,267	)	$	648,059	$	(1,443,483	)	$	(1,377,540	)
Total Expenses	(47,282		)	186,419			231,665			293,969		313,062			373,382		213,884.66			416,541
Net Income (Loss)	$	1,186,005		$	(1,880,801	)	$	(2,745,856	)	$	1,148,204	$	(758,329	)	$	274,677	$	(1,657,368	)	$	(1,794,081	)
Net Income (Loss) per weighted average Unit (1)	$	0.0419		$	(0.0582	)	$	(0.0804	)	$	0.0305	$	(0.0184	)	$	0.0054	$	(0.0293	)	$	(0.0310	)

(1) The net income per weighted average unit is based on the weighted average of the total units for each quarter.

The financial statements required by this Item are included in Exhibit 13.01.

The supplementary financial information (“information about oil and gas producing activities”) specified by Item 302(b) of Regulation S-K is not applicable.

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

None.

Item 9A: Controls and Procedures

Disclosure Controls and Procedures

MLAI’s Chief Executive Officer and the Chief Financial Officer, on behalf of the Fund, have evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Securities Exchange Act) with respect to the Fund as of and for the year which ended December 31, 2013, and, based on its evaluation, has concluded that these disclosure controls and procedures are effective.

Management’s Annual Report on Internal Control over Financial Reporting:

The Fund’s management is responsible for establishing and maintaining adequate internal control over financial reporting.  The Fund’s internal control over financial reporting is a process designed under the supervision of MLAI’s Chief Executive Officer and the Chief Financial Officer, on behalf of the Fund and is effected by management, other personnel and service providers to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and included those policy and procedures that:

·Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Fund.

·Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that  receipts and expenditures of the Fund are being made only in accordance with authorizations of management and directors of the Fund; and

·Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or disposition of the Fund’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation and presentation.  Projections of any evaluation of effectiveness to

45

future periods are subject to the risks that controls may become inadequate because of changes in condition, or that the degree of compliance with the policies or procedures may deteriorate.

The Fund’s management assessed the effectiveness of the Funds’ internal control over financial reporting as of December 31, 2013.  In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in “Internal Control-Integrated Framework”.

Based on its assessment the Fund’s management concluded that at December 31, 2013, the Fund’s internal control over financial reporting was effective.

Changes in Internal Control over Financial Reporting

No change in internal control over financial reporting (in connection with Rule 13a-15 or Rule 15d-15 under the Securities Exchange Act) occurred during the quarter ended December 31, 2013 that has materially affected, or is reasonable likely to materially affect, the Fund’s internal control over financial reporting.

Item 9B:  Other Information

Not applicable.

PART III

Item 10: Directors, Executive Officers and Corporate Governance

10(a) and 10(b)Identification of Directors and Executive Officers:

As a limited liability company, the Fund has no officers or directors and is managed by MLAI. Trading decisions are made by the Trading Advisor on behalf of the Fund.

The managers and executive officers of MLAI and their respective business backgrounds are as follows:

Keith Glenfield	Chief Executive Officer, President and Manager
Barbra E. Kocsis	Chief Financial Officer and Vice President
Spencer Boggess	Vice President and Manager
James D. Bowden	Vice President and Manager
Dominick  A. Carlino	Vice President and Manager
James L. Costabile	Vice President and Manager
Nancy Fahmy	Vice President and Manager
Ninon Marapachi	Vice President and Manager
Jeff McGoey	Vice President and Manager
Greg Parets	Vice President and Manager
Colleen R. Rusch	Vice President and Manager
Steven L. Suss	Vice President and Manager

Keith Glenfield, age 39, has been the Chief Executive Officer and President of MLAI since June 2013.  Mr. Glenfield has been a Managing Director and Head of Global Wealth and Retirement Solutions group’s (“GWRS”) Alternative Investments Group, a division within BAC that provides investment professionals and their clients with access to investment

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products and other services, since September 2012. GWRS is a business unit within the BAC Global Wealth & Investment Management Group (“GWIM”), a division within BAC.  In this role, Mr. Glenfield is responsible for product management and development, strategy, operating risk and controls and other aspects of BAC’s alternative investment platform.  From August 2009 through August 2012, Mr. Glenfield was the Chief Operating Officer of GWRS.  In addition to his responsibilities as Chief Operating Officer of GWRS, Mr. Glenfield was also responsible for leading business development within GWRS’s Capital Markets Group from January 2012 through August 2012.  Prior to assuming these roles Mr. Glenfield was the Chief Administration Officer for GWRS’s Capital Markets Group from August 2008 until August 2009 and GWRS’s Investment Management and Guidance Group from April 2008 to August 2008.  Prior to becoming Chief Administration Officer for GWRS’s Investment Management and Guidance Group, Mr. Glenfield was responsible for the Financial Planning and Wealth Management Analytics team within GWRS from February 2005 through April 2008.  Mr. Glenfield has been registered with the CFTC as an associated person and listed as a principal of MLAI since June 10, 2013.  Mr. Glenfield has also been registered with the CFTC as an associated person of MLPF&S since June 10, 2013.  Mr. Glenfield holds a B.S. degree in Finance from the College of New Jersey and an M.B.A. from Rutgers University.

Barbra E. Kocsis, age 47, is the Chief Financial Officer for MLAI, has been listed with the CFTC as a principal of MLAI since May 21, 2007 and is a Director within BAC’s Global Wealth Investment Management Technology and Operations group, positions she has held since October 2006.  Ms. Kocsis’ responsibilities include providing a full range of specialized financial and tax accounting services for the Alternative Investment products offered through the Selling Agent.  She graduated cum laude from Monmouth College with a Bachelor of Science in Business Administration — Accounting.

Spencer Boggess, age 46, has been a Vice President of MLAI since January 2014. Mr. Boggess has served as a Managing Director and the Head of Alternative Investments Due Diligence for Merrill Lynch’s Wealth Management with GWRS since March 2009 with responsibility for research and due diligence for hedge funds, private equity and third party fund of funds.  During this time, Mr. Boggess has also served as Portfolio Manager for a range of registered and private placement fund of funds.  Prior to this, Mr. Boggess served as Head of Hedge Fund Research and Investment at BAC from July 2007 through March 2009 and President and CEO of Bank of America Capital Advisors LLC (“BACA”) from July 2007 to present.  BACA is an investment advisor focusing on alternative investment products.  Mr. Boggess has been listed as a principal of MLAI since January 2, 2014.  Mr. Boggess received his B.A. degree from the University of Virginia and has also done graduate work at the University’s Woodrow Wilson School of Foreign Affairs.

James D. Bowden, age 60, has been a Vice President of MLAI since January 2014. Mr. Bowden joined BACA in March 1998 to form the group and to manage BAC’s private equity fund of funds business.  In that capacity, he has acted as the primary investment strategist for various private placement offerings and client advisory activities associated with the private equity asset class.  He has also served as a member of BACA’s investment committee since March 1998.  In addition, Mr. Bowden has assisted GWIM professionals with the marketing and fundraising efforts for BAC’s private equity fund of funds products since March 1998.  Mr. Bowden has been listed as a principal of MLAI since January 2, 2014.  Mr. Bowden received his M.B.A. and his B.B.A. degree from the University of Michigan.  He is a Certified Public Accountant.

Dominick A. Carlino, age 41, has been a Vice President of MLAI since January 2014. Mr. Carlino has been a Managing Director within GWRS heading Relationship Management and Business Development since May 2013.  In his role, he is responsible for enhancing and driving relationships between MLAI and key asset management partners.  Mr. Carlino was on a garden leave from July 2012 through May 2013.  Prior to joining Merrill Lynch, Mr. Carlino was Senior Managing Director and Head of Business Development at AlphaOne Capital Partners LLC, an equity-focused alternative asset management firm, from March 2011 through July 2012. From April 2005 through March 2011, he served as an Executive Director within Morgan Stanley Alternative Investment Partners LP, a registered commodity pool operator, focused on business development and distribution.  Mr. Carlino has been listed as a principal of MLAI since January 2, 2014.  Mr. Carlino holds an M.B.A. and a B.S. degree in Finance from Villanova University.

James L. Costabile, age 38, has been a Vice President of MLAI and a Managing Director within GWRS responsible for alternative investment distribution for BAC since July 2007 and US Trust since January 2009.  U.S. Trust is a division of BAC.  Mr. Costabile has been listed as a principal of MLAI since July 14, 2010.  He has also been registered with the CFTC as an associated person of MLPF&S since August 20, 2007.  Mr. Costabile was previously registered as an associated person of Citigroup Global Markets Inc., a broker-dealer within Citigroup, Inc., a global financial services company, from December 5, 2003 to July 6, 2007.  Mr. Costabile was responsible for, among other things, sales of alternative investment products to high net worth and institutional clientele at Citigroup Global Markets Inc. from November 7, 1997 to July 6, 2007.  As part of MLAI’s management team, Mr. Costabile oversees the team of sales professionals and specialists responsible for supporting hedge funds, private equity and real asset offerings.  Mr. Costabile received a B.S. from Fordham University and holds the Chartered Alternative Investment Analyst designation.

47

Nancy Fahmy, age 39, has been a Vice President of MLAI since January 2014. Ms. Fahmy has been a Managing Director within GWRS and responsible for Private Equity and Real Assets Technical Sales and Origination within MLAI since December 2012.  She joined MLAI as a Director in November 2008 and was head of Private Equity and Real Assets Technical Sales from that date to December 2012.  In these capacities, Ms. Fahmy was responsible for a team of private equity and real assets specialists that worked with financial advisors, portfolio managers and clients to educate and raise capital.  Ms. Fahmy has been listed as a principal of MLAI since January 9, 2014.  Ms. Fahmy was previously an NFA Associate Member and registered as an Associated Person of MLPF&S from March 2009 to November 2010.  Ms. Fahmy holds a B.S. degree in Business Administration and Finance with a minor in Economics from the University of Delaware.

Ninon Marapachi, age 36, has been a Vice President of MLAI since January 2014. Mr. Marapachi has been the head of the Hedge Fund Origination and Product Management team within the BAC Alternative Investments Group, a division within BAC that provides investment professionals and their clients with access to investment products and other services, since September 2008.  Her team is responsible for sourcing, structuring, negotiating and managing hedge funds and managed futures products on GWRS’ hedge fund platform.  In addition, since September 2013 she has been a Director for the Board of Sponsors for Educational Opportunities, a non-profit organization with a goal to provide educational and career programs to young people from underserved communities to maximize their opportunities for higher education and future success.  Ms. Marapachi has been an NFA Associate Member since February 2011 and registered as an Associated Person of MLPF&S since March 2011.  Ms. Marapachi has been listed as a principal of MLAI since January 3, 2014.  Ms. Marapachi graduated magna cum laude with a B.A. degree in Economics from Mount Holyoke College.

Jeff McGoey, age 37, has been a Vice President of MLAI and a Director within GWRS responsible for Alternative Investment Platform Oversight for BAC since December 2010.  Mr. McGoey served as a Vice President with portfolio oversight to ten derivative based closed end funds from March 2009 through December 2010.  Within GWRS Alternative Investments since May 2008, Mr. McGoey was a Vice President holding various roles including hedge fund and private equity origination, exchange fund and customized fund oversight, and has managed various strategic initiatives across the organization until December 2010.  Mr. McGoey has been listed as a principal of MLAI since January 13, 2014.  Mr. McGoey is a CFA Charter holder, maintains the CAIA designation and holds a B.A. degree in Economics from Rutgers College in New Jersey.

Greg Parets, age 37, has been Head of Cross Platform Initiatives for the Alternative Investments Group of GWIM since June 2013.  Mr. Parets joined BAC in September 2010 as Head of Strategic Initiatives in the Alternative Investments Group’s Origination & Product Management team and remained in this role until June 2013.  In this role, he led creation and implementation of an industry-leading platform to offer hedge funds, managed futures, and select private equity funds to advisory accounts. Mr. Parets was in between employers from April 2010 to September 2010. Prior to joining BAC, he worked at UBS Wealth Management Americas, a provider of wealth management products and services, where he was Team Lead for the Strategy & Business Development Group from July 2006 through January 2009 and Head of Segment Strategy & Client Experience from February 2009 through April 2010.  Mr. Parets has been listed as a principal of MLAI since January 2, 2014.  Mr. Parets graduated summa cum laude from The George Washington University with a B.B.A. degree in International Business and cum laude from Harvard Law School with a J.D.

Colleen R. Rusch, age 46, has been a Vice President and Manager of MLAI and a Managing Director within GWRS responsible for overseeing GWRS Alternative Investments operations and trading platform since January 2008.  Ms. Rusch has been listed as a principal of MLAI since September 14, 2010.  In addition, from July 2005 to October 2010, Mrs.  Rusch served as Chief Administrative Officer and Vice President of IQ Investment Advisors LLC (“IQ”), an investment advisory firm, and served as Vice President and Secretary of each of IQ’s publicly traded closed-end fund companies.  Ms. Rusch holds a B.S. degree in Business Administration from Saint Peter’s College in New Jersey.

Steven L. Suss, age 54, has been a Vice President of MLAI since June 2012.  He has been a Managing Director within GWRS’s Alternative Investments Group since January 2008, responsible for managing finance, operational and other business aspects of BAC’s alternative investment platform.  Mr. Suss has been listed as a principal of MLAI since June 12, 2012.  Mr. Suss is also a director and the President of BACAP Alternative Advisors Inc. (“BACAP”), an alternative investment advisor affiliated with BAC.  He has held these positions at BACAP since July 1, 2007, and is responsible for the management and supervision of the overall business of BACAP.  Mr. Suss has also served as Senior Vice President of BACA since July 2007 and has been listed as a principal of BACA since November 19, 2012.  Mr. Suss is responsible within  BACA for the management of financial reporting and the operational affairs of the investment vehicles managed by BACA.  Mr. Suss received a B.B.A. from the University of Texas at Austin.

As of December 31, 2013, the principals of MLAI had no investment in the Fund, and MLAI’s sponsor interest in the Fund was valued at $0.

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MLAI acts as the sponsor, general partner or manager to eight public futures funds whose units of limited partnership interests or limited liability company interests are registered under the Securities Exchange Act: Aspect FuturesAccess LLC, ML BlueTrend FuturesAccess LLC, Man AHL FuturesAccess LLC, ML Select Futures I L.P., Systematic Momentum FuturesAccess LLC, ML Transtrend DTP Enhanced FuturesAccess LLC, ML Trend-Following Futures Fund L.P, and ML Winton FuturesAccess LLC. Because MLAI serves as the sole sponsor, general partner or manager of each of these funds, the officers and managers of MLAI effectively manage them as officers and directors of such funds.

(c)Identification of Certain Significant Employees:

None.

(d)Family Relationships:

None.

(e)Business Experience:

See Items 10(a) and (b) above.

(f)Involvement in Certain Legal Proceedings:

None.

(g)Promoters and Control Persons:

Not applicable.

(h)Section 16(a) Beneficial Ownership Reporting Compliance:

To the Fund’s knowledge, all required Section 16(a) filings during the fiscal year ended December 31, 2013 were timely and correctly made.

Code of Ethics:

MLAI and BAC have adopted a code of ethics which applies to the Fund’s (MLAI’s) principal executive officer and principal financial officer or persons performing similar functions on behalf of the Fund.  A copy of the code of ethics is available to any person, without charge, upon request by calling 1-866-MER-ALTS.

Nominating Committee:

Not applicable. (Neither the Fund nor MLAI has a nominating committee.)

Audit Committee: Audit Committee Financial Expert:

Not applicable. (Neither the Fund nor MLAI has an audit committee.  There are no listed shares of the Fund or MLAI.)

Item 11: Executive Compensation

The managers and officers of MLAI are remunerated by BAC in their respective positions.  The Fund does not have any officers, managers or employees.  The Fund pays Sponsor fees to MLAI and brokerage commissions to MLPF&S, which is a BAC affiliate.  MLAI also receives a portion of the management fees and performance fees.  MLAI or BAC affiliates may also receive certain economic benefits from possession of the Fund’s U.S. dollar assets.  The managers and officers receive no “other compensation” from the Fund, and the managers receive no compensation for serving as managers of MLAI.  There are no compensation plans or arrangements relating to a change in control of either the Fund or MLAI.

49

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

(a)Security Ownership of Certain Beneficial Owners:

Not applicable. (The Units represent limited liability company interests. The Fund is managed by its Manager, MLAI.)

(b)Security Ownership of Management:

As of December 31, 2013 MLAI owned no Unit-equivalent member interests. The principals of MLAI did not own any Units, and Man did not own any Units.

(c)Changes in Control:

None.

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

Not applicable.

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

Not applicable.

Director Independence:

No person who served as a manager of MLAI during 2013 could be considered independent (based on the definition of an independent director under the NASDAQ rules).

Item 14: Principal Accounting Fees and Services

(a)Audit Fees

Aggregate fees billed directly to the Fund for professional services rendered by the principal accountant, PricewaterhouseCoopers LLP, for audit of the Fund’s annual financial statements and review of financial statements included in the Fund’s Form 10-Q or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for the years ended December 31, 2013 and 2012 were $173,595 and $163,000, respectively.

(b)Audit-Related Fees

There were no other audit-related fees billed for the years ended December 31, 2013 and 2012 related to the Fund.

(c)Tax Fees

No fees were billed by PricewaterhouseCoopers LLP or any member firms of PricewaterhouseCoopers and their respective affiliates for the years ended December 31, 2013 and 2012 for professional services rendered to the Fund in connection with tax compliance, tax advice and tax planning.

(d)All Other Fees

No other fees were billed by PricewaterhouseCoopers LLP or any member firms of PricewaterhouseCoopers and their respective affiliates for the years ended December 31, 2013 and 2012 for professional services rendered to the Fund, other than as set forth in the preceding paragraph (a).

Neither the Fund nor MLAI has an audit committee to pre-approve principal accountant fees and services.  In lieu of an audit committee, the managers and the principal financial officer pre-approve all billings prior to the commencement of services.

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PART IV

Item 15: Exhibits and Financial Statement Schedules

	Page:
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	1
FINANCIAL STATEMENTS:
Statements of Financial Condition as of December 31, 2013 and 2012	2
Statements of Operations for the years ended December 31, 2013, 2012 and 2011	3
Statements of Changes in Members’ Capital for the years ended December 31, 2013, 2012 and 2011	4
Financial Data Highlights for the years ended December 31, 2013, 2012 and 2011	6
Notes to Financial Statements	9

2.Financial Statement Schedules:

Financial statement schedules not included in this Form 10-K have been omitted for the reason that they are not required or are not applicable or that equivalent information has been included in the financial statements or notes thereto.

3.Exhibits:

The following exhibits are incorporated by reference or are filed herewith to this Annual Report on Form 10-K:

Designation	Description
3.01	Certificate of Formation of Man AHL FuturesAccess LLC.
Exhibit 3.01:	Is incorporated by reference from Exhibit 3.01 contained in the registrant’s Registration Statement on Form 10 filed on October 4, 2010 (“Registration Statement”).
3.02	Second Amended and Restated Limited Liability Company Operating Agreement of Man AHL FuturesAccess LLC.
Exhibit 3.02	Is incorporated by reference from Exhibit 3.02 contained in the registrant’s Report on Form 8-K filed on December 6, 2012.
3.03	Amendment to the Second Amended and Restated Limited Liability Company Operating Agreement of Man AHL FuturesAccess LLC.
Exhibit 3.03	Is incorporated by reference from Exhibit 3.02(i) contained in the registrant’s Report on Form 8-K filed on November 11, 2013.
10.01	Customer Agreement between Man AHL FuturesAccess LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated.

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Exhibit 10.01:	Is incorporated by reference from Exhibit 10.1 contained in the Registration Statement.
10.02	Advisory Agreement among Man AHL FuturesAccess LLC, Man-AHL (USA) Ltd. and Merrill Lynch Alternative Investments LLC
Exhibit 10.02:	Is incorporated by reference from Exhibit 10.02 contained in the Registration Statement.
10.03	Amendment to Advisory Agreement among Man AHL FuturesAccess LLC, Merrill Lynch Alternative Investments LLC and Man-AHL (USA) Ltd.
Exhibit 10.03:	Is incorporated by reference from Exhibit 10.01 contained in the registrant’s Report on Form 8-K filed August 22, 2012.
13.01	2013 Annual Report and Report of Independent Registered Public Accounting Firm.
Exhibit 13.01:	Is filed herewith.
31.01 and 31.02	Rule 13a-14(a)/15d-14(a) Certifications
Exhibit 31.01 and 31.02:	Are filed herewith.
32.01 and 32.02	Section 1350 Certifications
Exhibit 32.01 and 32.02:	Are filed herewith.
99.1	Amended and Restated Selling Agreement effective as of July 8, 2011 between Merrell Lynch Alternative Investments LLC (for itself, and as sponsor on behalf of the investment funds listed therein) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (as selling agent).
Exhibit 99.1:	Is incorporated by reference from Exhibit 99.1 contained in the registrant’s Report on Form 8-K filed on July 11, 2011.
101	The following materials from the Fund’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 formatted in XBRL (Extensible Business Reporting Language): ( i )Statements of Financial Condition (ii) Statements of Operations (iii) Statements of Changes in Members’ Capital (iv) Financial Data Highlights and (v) Notes to Financial Statements, tagged as blocks of text.
Exhibit 101	Is filed herewith.

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SIGNATURES

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

MAN AHL FUTURESACCESS LLC
By: MERRILL LYNCH ALTERNATIVE INVESTMENTS LLC, Manager
By:	/s/ Keith Glenfield
Keith Glenfield
Chief Executive Officer, President and Manager
(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/Keith Glenfield	Chief Executive Officer, President and Manager	March 25, 2014
Keith Glenfield	(Principal Executive Officer)
/s/ Barbra E. Kocsis	Chief Financial Officer and Vice President	March 25, 2014
Barbra E. Kocsis	(Principal Financial Officer)
/s/Spencer Boggess	Vice President and Manager	March 25, 2014
Spencer Boggess
/s/James D. Bowden	Vice President and Manager	March 25, 2014
James D. Bowden
/s/Dominick A. Carlino	Vice President and Manager	March 25, 2014
Dominick A. Carlino
/s/James L. Costabile	Vice President and Manager	March 25, 2014
James L. Costabile
/s/Nancy Fahmy	Vice President and Manager	March 25, 2014
Nancy Fahmy
/s/Ninon Marapachi	Vice President and Manager	March 25, 2014
Ninon Marapachi
/s/Jeff McGoey	Vice President and Manager	March 25, 2014
Jeff McGoey
/s/ Greg Parets	Vice President and Manager	March 25, 2014
Greg Parets
/s/Colleen R. Rusch	Vice President and Manager	March 25, 2014
Colleen R. Rusch
/s/Steven L. Suss	Vice President and Manager	March 25, 2014
Steven L. Suss

53

MAN AHL FUTURESACCESS LLC

2013 FORM 10-K

INDEX TO EXHIBITS

	Exhibit
Exhibit 13.01	2013 Annual Report and Report of Independent Registered Public Accounting Firm
Exhibit 31.01 and 31.02	Rule 13a - 14(a) / 15d - 14(a) Certifications
Exhibit 32.01 and 32.02	Sections 1350 Certifications